Hey peeps, here's chapter 3.

Also, this story is taking place after "The Contest of Champions" Another note, Aunt May will be taking place in this, and yes-she does know of Peter's alter ego.

Enjoy the chapter. And HAPPY NEW YEAR'S EVE! AND Happy New Year by the end of tonight.

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It's been a few days since the gas incident, and the state of the heroes had yet to improve.

The last 72 hours had been troublesome, of course there were the regular S.H.I.E.L.D problems that Nick Fury had to deal with, but adding a sickness atop the pile didn't really help the Directors situation.

At the moment, he sat at his desk looking over the reports of the patients still in the sick bay. The only teenagers who didn't recover from the sudden flu-like outburst was Spider-Man, White Tiger, Rhino, Triton, Squirrel Girl, and – surprisingly – Zabu. The other teens were instructed to continue with their training and Academy work until told otherwise. However, with all that has been going on lately, Nick wasn't surprised that their ailing friends were all that the remaining teens could focus on.

Nick Fury couldn't blame them to be honest, but that was no excuse as to why he was now almost constantly getting complaints from the Med Bay staff that the kids were visiting the sick bay and refusing to leave. So, eventually Nick Fury ordered all classes and training to be put on hold for a bit, at least until this dilemma was cleared up – which was, hopefully, soon. Honestly, whatever was happening, Nick Fury was about fed up with it.

Tony Stark, as well as the rest of the Avengers (sans Thor, who was still in Asgard) had reported minor cases of sickness, much like the kids had, and just like the kids the sickness passed and they were fine within a matter of hours. Stark, once no longer coughing up a lung, was working on a cure alongside Falcon back in the Avengers Tower. As soon as Stark heard about the situation concerning the (still) sick heroes he immedianly got to work, enlisting Sam as he went. Amadeus had come in earlier and confessed to conducting his own search for a cure as well – he had impressive results for a kid, even if he was a genius.

It was great knowing there were so many people working on this case, a relief even. But no news of improvement had come from any of the people listed, not even from Dr. Connors, and judging by the reports Nick Fury was reading right now things were getting desperate. The director sighed and rubbed his temples as he set the stack of papers down. He's been sitting in his office for hours, mulling over reports and paperwork; a small headache pulsed in his temples and only increased his ever-growing pile of problems.

Deciding to take a small break, Director Fury got up and exited his office. He walked down the halls of the Academy to take a personal visit to the sick bay. Maybe Connors would have some results from the blood samples he took since Fury's last visit

S.H.I.E.L.D agents scurried hurriedly through the halls and corridors, all giving the Director respective nods of acknowledgement or a prompt "Sir" before continuing on their given tasks. Sometimes Nick wished he could just be an agent; taking the orders instead of giving them. At times that just sounded so nice, and a lot less stressful. However, Nick was Director, a position he took with honor, and it's a job he was hoping to keep for a while.

It wasn't a long trip to the sick bay, but once Nick Fury entered the room he almost wished he had stayed back in his office. The smell of vomit was still very strong, even with the added air fresheners placed abundantly within the room. Groans, moans, and whimpers of pain seemed to claw its way out of the clash of other noises filling the room. Of course the Director has seen, and smelled, worst before, so it didn't stop him from walking in.

He gazed around the wide room, his one eye sweeping through the crowds until he spotted Connors looking into a microscope in the corner of the room; muttering to himself lowly and adjusting the scope ever so often. Without hesitation Nick Fury made his way toward the doctor.

"Connors." he called. The doctor jerked up from his look, looking a tad annoyed for being disturbed. But at recognizing the Director, Connors eyes widened slightly and he smoothed some of the wrinkles in his lab coat and nodded toward his boss, "Director Fury, Sir. How may I help you?"

"Tell me you found something on this sickness." Fury said. "Anything at all; I'm hoping for anything at this point." A dejected look crossed onto the one armed scientists face and he solemnly returned to looking through his microscope.

"I've been looking into blood samples," Dr. Connors assured, but his voice broke off with a small hitch and his face pinched into a grimace, "and it seems the chemicals within the gas have been attacking certain DNA structures and molecules."

Nick's eyebrow glided up smoothly as he asked, "And what have you found in light of this new information?" the look on Connors face told him all he needed to know.

But Connors said anyway, "Well, these toxins seem to be affecting, mostly, the non-human aspects of our patients." He told. "At first it looked to be trying to obliterate the mutant cells in their DNA structure, kind of like a cure for anything inhuman. But," Connors bit his lip in anxious silence, "But then, after a bit more studying and observations, it seemed to completely reverse its actions and is no longer cleansing them of their altered DNA, instead it looks to be almost...evolving them. I'm still watching it, but so far I haven't spotted anything that can be synthesized into a cure." The doctor notified.

Nick Fury withheld a tired sigh and, instead, nodded, "And how are the patients holding up?"

Connors looked back up at Nick Fury, suddenly nervous but frustrated, "Not good." He admitted, his shoulders seemed to sag further from some unseen weight. "These changes being made to their bodies isn't a natural thing for them. It hasn't been only been taking a physical toll on them, but they are becoming mentally unhinged now too." Connors got up and motioned for Nick to follow him once he saw the Directors perplexed expression.

"I think because Spider-Man has been in contact with the gas the longest, it's affecting him at a more rapid pace than the others." Connors continued to explain as they walked. "While the effects are getting more and more disturbing by the hour, I suppose there is one good thing about it. With Spider-Man changing quicker, we now at last known what to expect from the others – in case they show similar signs to Spider-Man's condition." But Connors said it as though there was nothing good about it.

"But..." he started, but then was cut off by growls and hisses which were gradually getting louder. The two had journeyed farther into the sick bay, and were now entering a closed off and secluded area where only authorized personnel were allowed to enter.

They were both scanned several times, and instructed to put in their own personal S.H.I.E.L.D I.D numbers before they were allowed in.

As soon as Nick Fury's leather shoes touched inside the area, he heard a loud, and almost blood curdling scream. Connors visible shuttered, but forged onward, leading the Director toward the sound. They stopped in front of a door, where Connors typed in his password and the doors smoothly glided open.

The sight that greeted them was surprising, even for Nick Fury.

Spider-Man lay on the medical bed, but his wrists and ankles were sturdily tied down. The beastly cries that were heard out in the entrance, were emanating from his throat in a way that made Connors hair stand on end. The spidery hero was thrashing violently in the bed, trying desperately to overcome his restraints. The costume he wore was still on (though only a little of his shirt remained, but it looked stretched to its limits); tears and tatters decorated the majority of the spandex now, though mostly around Spider-Man's sides, where Nick Fury could spot tightly bound bandages around his torso.

There were many agents positioned in the spacious room, all of whom were working on holding the hero down, while another was fruitlessly trying to sedate the riled arachnid.

Connors watched the hero apprehensively, a sad, misty look glazing over his eyes. "The pain he was experiencing increased drastically, and eventually he started acting aggressive." Connors explained. "Spider-Man tried attacking one of the nurses when she tried to give him a pain killer; he was also beginning to rile up the other sick patients, so I had him moved here. But once he started screaming and clawing at his sides," Connors motioned to the bandages Nick had seen earlier. "I had to tie him down so he would stop hurting himself...and my nurses. It's been working so far, but I don't think it can hold him for that much longer. We need to find a more secure, safe place for him to be put."

The hero continued thrashing, and hissing animalistically in a panicky manner.

The doctor trying to deliver the sedative Spider-Man couldn't get a clear shot with how much the arachnid was thrashing. Finally, Spider-Man managed to hit the syringe with his head and it fell and shattered on the floor. A spot of blood dotted Spider-Man's bandages and was lowly spreading along the white clothe

Connors noticed the red strains and cursed, "He reopened his wounds." He announced, sprinting forward to the cupboard where he got another syringe and began filling it with a clear liquid. "We need to sedate him NOW! I need to re-bandage them." Connors finished filling the needle and hurried to the medical bed. Spider-Man noticed the needle, and howled and thrashed around harder.

"Hold him down!" Connors commanded to both guards and nurses.

They all rushed around the bed, about 9 of them, each securing their own thrashing part of the body. But even with his binds, Spider-Man was proving hard to keep down. The arachnid kneed one in the face, nearly bit a guards in the arm, and head-butt another in the nose, causing a spurt of blood to spill from the unfortunate man's face.

Nick Fury sprinted over to help. He swung a strong arm over Spider-Man's torso, straining to pin down the teens arms, while his other was placed further up on the arachnid's chest where his elbow slid under Spider-Man's chin to force the hero to tilt his head back and keep it in place.

"Hurry!" Nick shouted. "We can't hold him for long!" Connors wasted no time and quickly positioned the needle over a pinned arm.

Seeing it, Spider-Man struggled harder than ever, this time bellowing out, "LEAVE ME ALONE! LET ME GO! LET. ME. GO!!!!" the teenagers' voice was pained and raw. Just hearing him made Nick's own throat hurt, but he held tight nonetheless. Connors swiftly injected the sedative, and everyone quickly let go and backed up a respective distance from the spider-themed hero.

Spider-Man's continued thrashing and screaming until slowly he began die down as the serum did its job.

His thrashing turned into weak jerks, and then half-hearted tugs, until they ceased entirely; his screaming dialed down to feeble moans. Spider-Man's chest heaved up and down laboriously, as if he couldn't get enough air to his lungs. The animal-like behavior seemed to be backing off of him, allowing the teen to weakly turn his head toward Dr. Connors and Nick Fury's.

"What's-happening to me?" he whispered fearfully, his voice cracked slightly. Connors was by his side immedianly, gentle shushing the small hero as he looked over the machines hooked up to the frail, shaking body.

"P-please," Spider-Man whimpered desperately, his voice hitching again "Please!" his voice broke off into a sob. "Make it stop."

Nick Fury didn't move, his face remaining in a mask devoid of emotion. Spider-Man hadn't noticed the Director, he could hardly focus on Connors. Gradually, Spider-Man's body went limp as he fell unconscious.

"That sedative won't last for long." Nick stated bluntly.

"I know." Connors confirmed sadly. "I keep having to give him higher and higher dosages every time. I don't know if there is much more we can do without resorting to violence."

The Director replied, "We'll figure something out." His eyes never left the feeble body on the bed. "Why does he still have his mask on?" Nick asked, noticing the spandex still on the heroes face.

"He asked me if he could keep it on." Connors said. "It was his last request before he went...well, crazy I guess. Said something about it making him stronger." The doctor shrugged. "He's a strange kid." But his voice held no scrutiny or judgement, only soft affection.

Nick nodded, then said, "Keep me updated on his, as well as the others, conditions."

Connors nodded back in confirmation, but didn't turn as Nick walked out and back into the main part of the Med Bay.

He did a quick check up on the other patients while he was there. White Tiger didn't seem to be acting feral yet, but she was complaining that her mouth, hands, and feet were beginning to hurt.

Rhino was groaning and moaning; he was lying on a specially sized medical bed, as the others were all too small.

Squirrel Girl was sedated, and sleeping but she was the closest out of all the others to Spider-Man's condition; she was muttering rapidly in her sleep, sometimes in English and sometimes in squeaks, her body was twitching and jerking at random as if she were being electrocuted, her tail was frizzled and on end.

Zabu was whimpering on his bed, his claws shredded the blankets beneath him as his muscles spazzed; Kazar was by him, rubbing and caressing the cats frazzled fur, absolutely refusing to leave his ill brother (much to the displeasure of the nurse caring for the cat).

And Triton was just starting to show the signs of unwarranted aggression. Before he too was sedated, he requested Nick Fury to contact his Inhuman family and tell them about his condition. Nick reassured the Inhuman Prince that he would and left.

As the Director was heading out of the sick bay, he spotted a commotion up front. The team mates and friends of the sick heroes were angrily arguing with the guards watching over the entrance of the sick bay, their hands were flinging around everywhere as they tried to win whatever argument they were in.

"-ey're our team mates!" Power-Man was yelling, face pinched in anger. "We deserve to see them!"

"Yeah, besides Kazar gets to be in there!" Nova noted from above them, looking out past the guards heads.

"We just want to check on them," Agent Venom added, irritation seeping into his voice, his hands were balled into fists.

The guards waved them all away irritable. "I'm sorry," one said, though he didn't sound real sorry "but all contact with the patients is limited or restricted outside of the Sick Bay staff. Unless you have authorization from Director Fury or a Level 1 Doctor, than you cannot go in." which led the heroes into another uproar.

"Screw you guys!" Nova ended up yelling, and flew above them and into the sick bay. Following his example, Cloak teleported the rest of them inside; only to stop short as they were confronted by the stern face of Nick Fury. They all immedianly halted in their break in of the sick bay, heads down in shame like a bunch of kids who got caught with their hand in the cookie jar. The guards were angrily running up to them from behind. "Director Fury, Sir." The guards saluted at the sight of their boss.

"And what seems to be the problem here?" Nick calmly asked, his hands smoothly clasped behind his back.

The teens all started their own bubbly explanation simultaneously. Their voices jumbled and tripped into one big, incoherent puddle of vowels and letters. Nick Fury quickly silenced their talking, but was still able to catch onto the basic of what they wanted.

After seeing Spider-Man in that wild state, and the others in pain, Nick wasn't sure if letting the teens see the others was a good idea. But then again, Kazar was able to keep Zabu calm and under control, so maybe the familiar presence would have a calming, positive effect. He looked them all in the eyes, "You can go in-" he started.

The kids erupted into an excited mess of "Thank you" and "You're the man!"

"-but!" Fury quickly interrupted, "Only for 30 minutes. After that, get back to your dorms. I don't want you distracting the doctors from doing their work." They all nodded fervently, and Nick stepped aside to let them all pass. He continued to walk from the sick bay, but was halted by a hand grabbing onto his elbow.

Nick Fury turned to see Power-Man, who was sheepishly pulling his hand away. Nova and Iron Fist stood behind. "Sorry Sir," he said, "But, we were just wondering..." the teens trailed off hesitantly.

"Who will be telling Peters Aunt his situation?" Iron Fist finished.

May Parker, the Aunt of Spider-Man, and guardian of Peter Parker; Nick Fury knew she needed to be updated about her nephew's condition; he had hoped to keep her in the dark until they found a cure. But since that seemed like a far, distant goal from where they were at, it seemed May Parker did need to be told after all.

"Agent Coulson has that under control." Nick assured them.

They nodded, and turned to join their classmates in sick bay. Nick Fury made his way back to his office. Now he needed to also tell a powerful, royal Inhuman family that Triton, a Prince of theirs, was dangerously sick and possible going insane. This was going to fun...