Hey guys, sorry about the wait.

I would've updated sooner, I had 5,000+ words written for this chapter. But after an incident involving my headphones and my sister, well it kind of deleted....

For some time I felt miserable that all that work went to waste, and couldn't find myself to write it again. But then I got some wonderful reviews (thanks AliciaRoseFantasy) and I got off my butt to rewrite. Here it is, I hope you enjoy!

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Coulson drove up to the Parker household; a small, quaint house sitting innocently in one of the friendly neighborhoods of Queens.

He nervously fixed his black tie, checked himself in the review mirror, then took a breath and got out of the car. He was just recently tasked, by Nick Fury, to be the one to deliver the bad news to May Parker concerning Peter Parker (Spider-Man), about the current, uh...condition, her nephew was in.

But, while Coulson was close to May, he still didn't want to be the one to tell her that her nephew had been attacked and is now bed-ridden in the S.H.I.E.L.D Med Bay, as a bunch of chemicals and concoctions scramble the boys' body like a bunch of whipped up eggs; not to mention the intense state of pain and the fact the Peter is becoming erratic and dangerous and –most likely - mentally unstable.

But then again, someone had to do it. Coulson figured that it'd be better for someone May knew to give her the bad news, instead of a random, official and blunt-faced Agent who May didn't know. Of course, this didn't stop Coulson from becoming anxious with nerves and repeatedly straightening his tie and smoothing his suit.

Shaking away his nerves, he walked up to the door and raised his hand to knock. But his knuckles, instead, remained hovering, just centimeters from the door and unable to go further.

May Parker, while settled with an intense, fiery attitude, was such a wonderful person. She held never-ending supply of care for others, and an even more, overwhelming sense of affection for Peter. Coulson's, himself, has faced terrorists, enemies, villains, and freaks of nature, yet he stood frozen to the spot at the thought of how this news would affect this woman.

He felt stupid for being scared of May's wrath, and ashamed to even consider not telling in hopes of sparing her the pain of the news. But who could blame him? After she officially found out Peter is Spider-Man, her mama-bear instincts grew tremendously, and Coulson was almost constantly being peppered with questions about him: His he okay? Is he hurt? Did he remember to eat before he went out? Is he wearing his scarf? Did he finish his homework before he went patrolling? Where is he? Are you keeping an eye on him Phil?

Coulson admired May, but there were only so many questions he could take.

"C'mon Phil," Coulson muttered to himself, shaking his head fervently as he paced on the porch. "Pull yourself together. It's only May. Just sweet, kind, and beautiful May – you can do this." He took another deep breath and went to knock on the door. But before he could even touch it, the door swung open roughly and May Parker herself glared at Coulson from the doorway.

"M-May!" Coulson stuttered out in both slight panic and surprise. "I – uh, how are you?"

"Get in here!" she snapped without another word. Her soft hands violently grabbed his arm and she pulled him inside. Coulson stumbled into the hallway; eyes alight with surprise from the women's aggressive behavior. But then May whirled around to face him, and Coulson looked away uncomfortable, a hand reaching up to scratch nervously at his neck.

May's eyes were ablaze with anger, but weary with aging concern. Her predatory gaze never left Coulson as she stalked toward him like a cat going for its prey. "Phil." May said slowly. "Where is Peter?"

Coulson smoothed his wrinkle-less jacket and exhaled quietly, "May-" he started hesitantly.

"No! Don't you dare give me an excuse?" May interrupted him in cold fury. "He hasn't been home for days Phil, DAYS! He's not answering his phone, and S.H.I.E.L.D hasn't told me anything since I realized he wasn't asleep in his bed like he was supposed to be! I've been worried out of my mind here, and no one thinks to even explain to me what's going on; why won't S.H.I.E.L.D tell me why he can't come home?" May demanded, she had been pacing in front of the agent, but now roughly poked a finger into his chest as she pronounced each syllable.

"Is he hurt, Phil? Is he dying?" she continued, fear whispering in with her suggestions, which left her voice shaking. "Do you see the guys he fights on TV? I've always known Spider-Man fought them, but now - now I know Spider-Man IS Peter! And it's been freaking me out; he gets hurt so much during his fights. And then there's the Bugle talking about some weird attack on S.H.I.E.L.D Academy a few days ago and I-"

"May!" Coulson quickly interrupted, ushering forward and landing two firm hands on her shoulders "That's why I'm here; to talk about Peter." May's eyes glazed with worry, and he just then noticed the watery look shining in them. May took in a shaky breath and nodded. "Okay, then talk."

"Please take a seat." Coulson said, motioning to the living room.

"Dammit!" May cursed, but she pushed passed him and sat on the couch. "What happened to him?" she demanded, hysteria slipping into her voice. "If he's dead Phil, I am grounding that scrawny butt of his for the rest of his miserable, teenage-"

"He's alive." Coulson quickly assured her, taking her hand while sitting in the seat opposite of her. May took a small breath of relief, but her body remained tense. She reached forward and gripped Coulson's hand in both of hers and waited for Coulson to start talking. Inhaling deeply, Coulson said "May, the things is....well, you see...Peter is..." he faltered again as he looked into May's teary eyes.

"Phil," May pleaded. "Please, just tell me."

Coulson nodded; he placed his hand on top of May's fisted ones, which were still clutching onto his other one. Watching her carefully to make sure she was okay, he forced the explanation to push past his lips, only halting for a few seconds ever so often to comfort the her. As May listened, her grip on Coulson's hands never faltered, only tightened into a pale grip.

Her eyes glazed and shone with tears, and her hand lifted up to cover her quivering lips. "Is he..." she sucked in a breath, "Is he in a lot of pain?" she whispered, trying to cover the shake in her voice.

Coulson hesitated briefly, but nodded. May choked down a small sob, so Coulson moved to sit next to her in a position allowing her to lean against him. "But the best doctors and scientists at S.H.I.E.L.D are working around the clock to fix him." He quickly reassured her. "Him and everyone who is sick like him. It'll be okay May; he'll be okay."

"I – I believe you Phil," May muttered woefully, "Its just...my boy..." another sob caught in her throat, and Coulson engulfed her in his arms. She turned and quietly sobbed into his shoulder. For a moment that was all to be heard in the quaint living room.

After a moment passed, and the crying had died down, May pulled away rubbing her red eyes forcibly. "Look at me;" she said sourly, "I'm acting like such a baby crying like this. What would Peter think?"

"He'd understand why," Coulson told her firmly. "You have every right to react this way May. In fact, I'd be concerned if you didn't react this way. Your like a mother to Peter, and if the conditions were ever reversed, than he'd act the same way."

May was quiet as she mulled over those words; she was so quiet actually, Coulson feared for a moment that he made the situation worse.

But then, May got up abruptly and briskly strode out of the living room. Coulson watched in slight confusion and followed her out, and caught of her again just as she finished pulling on her shoes and grabbing her jacket.

"The water-work are over, I had my share of tears, now let's go." was all she told Coulson as she opened the door and disappeared outside. Coulson sputtered indignantly as he trailed behind her. May stopped by his car, arms crossed, and waited patiently. Coulson knew what she was waiting for.

"Oh no, no, no, no." he obstinately denied, waving his arms in a wide X. "May, there is no way I'm letting you-"

"I'm going to see Peter." May briskly interrupted, rounding on Phil like a tiger; this wasn't a request, this was a demand. "Now, are you going to help me sneak into S.H.I.E.L.D to see my nephew, or do I have to break in myself?"

Coulson withheld a groan at May's stubbornness; it certainly ran in the family. Despite when he sighed in defeat, Coulson still had to suppress an admiring smile. He definitely didn't doubt that May would try to get into S.H.I.E.L.D on her own; she was wonderfully persistent that way. "

Fine," he gave in. "But I'm driving."

<><><><><>LINE BREAK<><><><><>

A little later...

Back at S.H.I.E.L.D, the non-sick teen heroes wondered around the sick bay in a group, seeing all their sick team mates one at a time. They just finished greeting Zabu, whom Kazar was still refusing to leave, and moved onto Squirrel Girl. Unfortunately, the sick girl happened to be passed out with the aid of sedatives and was twisting and jerking irregularly in her cot. Her squirrel's friends lay around her, poking from blankets and chittering nervously around their bigger human companion. Small whimpers came from her, causing the squirrels to twitch and chitter nervously – as if they weren't sure how to handle the situation either. Understandable; no one else knew what was going on either.

Squirrel Girl was almost constantly moving in her unconscious-state, and the teens weren't sure if waking her was a good idea. Not that they could anyway, whenever the kids got close, the squirrels' chittering would rise into a protective wave of shrieks and they'd start snapping and jumping at any person who dared come close. The defensive attitude would only stop as soon as everyone (teens, nurses, and even doctors) backed a good distance of – at least – 5 feet. Consequently, the only way to efficiently deliver Squirrel Girls medication to her was to knock the squirrels out with trang gas and remove them from the Med Bay entirely.

But, the squirrels always ended up back on Squirrel Girls cot within the hour, alert and aware like a bunch of tiny, buck-toothed soldiers ready to attack at a sudden whim.

"Easy there Monkey Joe," Agent Venom warned, backing up as the rodent rounded on him when he didn't move away fast enough. "I'm sorry about that time I hid your walnuts – uh, no harm no foul?" the other squirrels squealed at him crossly.

So, to prevent a squirrel holocaust (and the disembowelment of Flash), the kids whispered their "Get Well's" a few feet away – Agent Venom giving Monkey Joe a death glare as he went - and shuffled on.

They moved onto White Tiger.

The fiery feline was just put to sleep, but even in her unconscious state she was curled up into a pained ball, whimpering and grunting in discomfort. Her claws kept popping in and out of her fingers, as she literally shredded the blanket and sheets beneath her in jerks of agony. It was odd; they have never seen her in such a vulnerable or weakened state. Tiger was usually so alive, and just so amazingly fierce - to see her succumbed on a bed, curled in on herself and whimpering in pain...it sent pangs of suffering through the teens' own chests.

Especially that of Nova, Iron Fist, and Power-Man (they being her first friends at S.H.I.E.L.D and all); back when it was just the three, before they met Spider-Man, they had done everything together; just the three of them, a trio, taking on a world that was so dangerous and new and pull of potential and possibility. They had each other's backs, they helped and comforted one another – it was agony watching as a part of their trio was withered down from a fierce, warrior-like fighter to a vulnerable and weak patient.

"What do you think's happening to her?" Nova asked, hovering in the air and looking down at Tiger. Despite his question, he wasn't sure he even wanted to know.

Amadeus looked around subtly, to make sure no one was watching, before stepping back and allowing his armor to scan the pained girl in front of him. The results popped up in his visor immedianly and he poured over the information given.

"From doing a small body scan, I can only detect where nerve-endings are heating," Amadeus quietly told them, but quickly stopped talking as a doctor passed. The child found that Doctors didn't take it too well when Cho "bugged" in on their work. Once the doctor left, Amadeus continued and pulled up a holographic screen for his classmates to see.

"I mean I can tell where she's feeling intense amounts of pain. The highest signatures coming off her nerve-endings is hovering mostly around her feet, hands, and jaw." He pointed out the pin-point of pain from the blue-prints of Tigers body.

Dagger hummed and looked over the data, not quite understanding it all, but getting the gist of it. "Geez Amadeus," she smirked, "why don't you just stay in the Med Bay and help the doctors with all of this." She gestured to the scan. Amadeus couldn't help but feel of puff of pride swell in his chest.

But that pride withered some as Amadeus admitted, "Well, the doctors can already do their own scans and figure out where the pain is coming from most. I'm trying to figure what's causing it. But...I just...its just been..." The child genius huffed in irritation and closed the light-affiliated diagram. His research as getting close to a dead-end and this virus still made no sense and Amadeus despised not understanding something. He hated not knowing the solution, or being unable to solve an equation; it was like an annoying itch on his brain that he never could satisfy.

And this situation was leaving his brain very itchy.

None of the teens questioned him on his research, which Amadeus appreciated – he had a hard time admitting to not knowing anything. Stupid pride!

"I'm sure Tiger will pull through," Iron Fist said softly, assuring both Amadeus as well as the others.

"Yeah," Powerman easily agreed, "she's a strong cat. She's pulled through worse." Though inside, even he couldn't help but worry. It wasn't an easy feat to take down White Tiger. Powerman should know, he's trained with her, lived with her and seen her in action. She'll be fine....

Once the man-nurse watching over Tiger got annoyed of all of them, he insistently shooed them off. Walking away, Cloak mentioned how they had yet to find Spider-Man, so they decided to visit Spider-Man next, and scoured the sick bay looking for him. But, to their surprise, he wasn't on any of the cots. Then, whenever they asked a nurse about him, they get a strained, almost frightened look on their face before excusing themselves and moving on, leaving the questioned unanswered.

Which begged the questions; where was Spider-Man? And why won't anyone tell them where he is?

"Maybe we should ask one of the doctors." Iron Fist suggested after another nurse skirted away from them.

"Yeah. Hey, where's Connor?" Nova asked, glancing around. "Spidey was always all buddy-buddy with him, maybe he'll know." He scanned the many people in the sick bay, and so far the one armed doctor seem absent from any incident present in the area. Until...THERE! Nova spotted him just as he exited from the restricted area of the sick bay, where only privileged doctors got to go.

"What's over there?" Dagger asked, noticing the red and yellow restriction signs.

"That where they keep any "special cases"." Iron Fist told her.

Agent Venom followed their line of sight, "Uh...special cases, how?" he asked.

"You know like, holding cells and stuff for out of control patients." Nova told him. "I once suggested they put Tiger there, you know, when's she's feeling really feline-ish. Also, found Connors." He pointed to where the Doctor stopped briefly to close his eyes and rub his temples – from stress and frustration no doubt.

They all broke out into a run toward the one-armed doctor, but before they could even make it up to the doors they were stopped...again! By the guards no less! "This is a restricted area." one said, putting a hand out to stop any further movement toward the door. "Authorization is required."

"Ugh, not this again!" Nova groaned loudly from above.

"We just want to talk to Dr. Connors." Dagger told them. "We'll be quick about, we promise."

The guards only repeated, "This is restricted area. Authorization IS required."

Agent Venom growled menacingly, and stepped up to the guards blocking his way. Flash was always a tall guy, and was layered with an impressive amount of muscle thanks to years of sports-play and Weight-lifting. Standing up against the guards, Agent Venom stood eye-level with them and was just as broad too. "Move," the symbiotic hero threatened menacingly. "or I'll make you." The symbiote sensed its hosts annoyed behavior, and quivered threateningly toward the guards as well.

The first guard held their guns in his hands, and exchanged looks with his partner, but he didn't look particularly intimidated. This time with a more agitated tone, the guard repeated, "THIS is a restricted area, and authorization is required. Come back with a personal note from Director Fury kid, and then maybe we'll let you in."

Agent Venom narrowed his eyes, "Or maybe I'll just-"

"UGH!" Nova shouted with impatience. "We don't have time for this. Cloak you wanna do your thing?" Cloak grinned widely and swept them all up and appeared opposite of the doors. The startled guards whirled around and gaped at the teens through the windows of the sealed door. Nova waved back at them and stuck out his tongue childishly.

The guards shouted an angry and indignant "HEY!" and rushed forward, stabbing their passcodes into the panel by the door while glaring at the teens in anger.

"Oooh," Nova winced, "Um...let's NOT be here when they open the door." His classmates readily agreed and sprinted through the classified part of the Med Bay. They put their S.H.I.E.L.D training to use in dodging surprised agents, nurses, doctors, and scientists.

It didn't take them long to surround the one-armed scientist, who had long ago saw them coming, and was rubbing his eyes in an exhausted manner. "What now?" he mumbled to himself.

"We were looking for Spidey," Amadeus quickly told Connors, looking back to see the guards hurrying toward them and talking into their communicators; either complaining to Nick Fury about their interference or calling back-up.

Maybe both.

"Nick Fury said we could check on all our friends, but we can't find Spider-Man anywhere." Amadeus informed Connors quickly. "Do you happen to know where he is?"

A sad look bloomed in the scientist's eyes at the mention of the spandex clad hero, and he squeezed the bridge of his nose and exhaled deeply through his mouth.

"Look," Connors told them gently, working to keep his patience in check. He's been working on a cure none stop for the last few days, hardly eating, and hardly sleeping. He really didn't want to deal with these kids right now. "I know you're worried," he continued. "But Spider-Man is physically unwell and mentally unstable right now. I'm afraid I can't allow-"

"Mentally unstable?" Cloak interrupted worriedly.

"What do you mean?" Agent Venom added after him. "Like...losing his marbles? Going insane? Off his noodle? That kind of mentally unstable?"

Connors sighed again, wishing he could just lay on the floor and sleep. "Please go back to your dorms," he half-way begged and half-way ordered, "and I will personally update you if his condition changes. Alright?" the teens frowned, obviously not satisfied.

They could tell the poor man was exhausted and overly-stressed. But, like Amadeus said before, they like seeing things with their own eyes. Certainly it wouldn't hurt just to peak at Spider-Man quickly and then leave.

"Curiosity is like a growing flame, only stopping its development when it receives the answers it seeks." Iron Fist wisely put in. As if sensing their stubborn thoughts- and whatever weird statement Iron Fist said - Connors groaned lowly to himself and rubbed his eyes roughly. Clearly, they weren't taking no as an answer.

"Fine," Connors muttered in defeat. "Fine, fine fine. But make it quick. 5 minutes tops. He's sedated right now, so you probably won't get any conversation out of him - not that you'd be able to if he wasn't." the last part was almost whispered, but still detected by the teens. It only made them worry more.

Connors waved the guards off, who had come up behind the teens and were trying to force the kids back to the doors by nudging them with the point of their guns, but reluctantly left as Connor shooed them away. The scientists led the teenage heroes farther into the unknown territories of the Med Bay, until they finally came to a stop in front of a sealed door. Connors turned to face them, a stern look plastered on his face.

"Remember, only 5 minutes. And don't touch anything." He looked at them all in turn as they nodded, before nodding along with them in satisfaction and opened the door.

A hiss of air that escaped as the sealed door unbolted and widened; the small group all shuffled inside. In the middle of the room, on a wider and bigger cot, was the familiar red and blue suited hero. What surprised the teens was the amount of machines he was hooked up to, as well as the bandages neatly wrapped around his sides. But the most surprising of all was the fact that Spider-Man was completely strapped down. They all looked at Connors expectantly, emotions varying from defensive frowns, narrowing eyes, and raising eyebrows.

Catching them looking expectantly at him, Connors replied hesitantly, "He started clawing at his sides, and wouldn't stop; I had to strap him down to prevent further harm to himself and the staff attending to him."

"Was he was attacking people?" Power-Man asked, catching onto the emphasis on the doctors latter statement. Connors nodded, but turned from Powerman to tap a few things on the screen that Spider-Man was wired to. The heart monitor displayed Spider-Man's heartbeat, which seemed to escalate and beep rapidly, before slowing down at random. It was the only thing that assured them all that he was still alive, judging by how motionless Spider-Man lay on the cot – as frozen as a corpse. That, and the shaky rise and fall of the ill heroes chest.

It was quiet again as the teens took in the sight, drinking in the sight and feeling a pit of concern and anger settle in all their stomachs. But the silence was cut shot, when the door swooshed open again, and a young nurse stepped in. "Dr. Connors," she called, voice high with tension and panic, "We need you in Sector 2, Rhino is acting up and Dr. Kyle isn't sure how to properly sedate him. Nurse Zack is already injured from the proceedings.

"Right, right; I'll be right there. Tell Dr. Kyle to wait till I get there before he tries anything else." Connors told her. The nurse nodded and scurried off, Connors was close on her heels. But he paused in front of the doors and turned back to face the teens again.

"I'll be right back, don't do anything, don't touch anything. Just stay there." He ordered, and then was gone.

"Sheesh who died and made him Director?" Nova grumbled.

"He's just stressed." Power-Man said. "Wouldn't you be if you had to worry about a bunch of sick heroes who aren't – uh, in their right mind."

Nova mumbled a low, "I guess," and stopped his hovering to sit on a chair that was next to the cot. They all circled around Spider-Man, wishing to voice their conflicted and worried feelings, but unable to find the right words. Especially with the emotionless eyes of the guards stationed within the room, all watching the teens.

For a moment, the only sound in the room was the indiscriminant heartbeat that beeped from the heart monitor. They all perked up though, as Spider-Man gave a low and unconscious groan. One of his arms started twitching uncomfortable, and twisted abruptly beneath the strap; as if trying to stop or comfort any pain he was experiencing, but unable to do so with the restriction of his binds. Spider-Man's breathing hitched for a moment, coming out faster and shallow, before gradually settling down once more.

Dagger noticed the red stains on Spider-Man's gloves, his own blood no doubt. Where some of his gloves were torn away, Dagger could see his fingernails, which did looked a tad sharper than usual – not that she would know how sharp Spidey liked his fingernails – they just looked unnaturally sharp compared to those of the fingernails that she, or anybody else she knew, had. For a moment, the image of Spider-Man, screaming in agony and clawing at his own sides to stop some unknown pain, crossed Dagger's mind. It left her with sick stomachs, but a constantly growing ember of anger.

But she wasn't the only one, as Nova suddenly pounded the metal table by him with a fist, "I swear, I'm going to kill whoever did this!" he vowed. Despite what most thought, he and Spider-Man didn't actually hate each other or anything. Their relationship was more a brother-like thing. The insults, mockery, and quips were all just part of the package.

Besides, it wasn't just Spider-Man that made Nova furious. It was that all of his friends in pain, lying on beds, completely miserable and suffering and - most likely like Spider-Man - slowly becoming insane.

The others inhabiting the room were slightly startled with his outburst, but couldn't help but whole-heartedly agree. An ever-growing need of vengeance was filling in their stomachs to the brim, a strong desire to find the culprit of this beastly act and put him/her in as much pain as they were putting their comrades through.

Even Iron Fist, who was a pacifist, almost wanted to give the perpetrator a taste of his/her own medicine. Almost. He still remembered his training with the monks at Kun'Lun, and ignored the thirst for revenge. Instead, he saved it for when he could use it as fuel for future battles.

Amadeus glanced at the clock; their deadline in the Med Bay was drawing to an end, and they still needed to visit Triton and Rhino. Even in the silence, Amadeus didn't want to go yet. But he figured they pushed their luck enough for one day. He got up, "Our time is up," he informs his team regrettable. "We have to go." The others looked down glumly, but nod.

They all muttered a quiet, "Get well Spidey," and filed toward the door. Dagger got up, but noticed how Spider-Man's hands clench into a pained fist. She felt her eyes go a little moist, guilt underlining her other emotions. Spider-Man helped her and Cloak so much, he got them away from the tyranny of and lies of Taskmaster, and gave them a home, a reason to use their powers and skills for good. It wasn't fair that this happened to him. Or anyone for that matter.

She softly wrapped her hand around his, her palm glowing with pure, white energy. "You helped Cloak and I see the light," she whispered to him, low enough that no one else could hear. "Please get better soon; we all need you." The light glowed brighter for a moment, before seemingly seeping into Spider-Man's skin. Dagger let go, and went to join the others.

But unbeknownst to her, as soon as she lost contact, and the white energy had been expelled into Spider-Man's body, his consciousness stirred.

The energy burned through his veins, through arteries and cells and burned away the sedatives keeping him from consciousness. Suddenly, Spider-Man's eyes flew open under his mask. But they weren't his usual humorous, bright brown eyes. This ones were dark, with the pupils dilated to the extent that his eyes looked completely black; they it glinted with a wild, and feral gleam.

The next few moments happened so suddenly, the teens would find it hard to explain it to Nick Fury later. But suddenly, Spider-Man was howling at the top of his lungs, growling and hissing like a wild animal. He was pulling against his restraints with unrivaled strength, his back arching painfully.

"Spider-Man?" Amadeus cried out in surprise, backing up a few startled steps. He got a pained roar in return.

Spider-Man's muscles bulged with strain as fought against the straps keeping him down, his growling and hissing sounded so crazy and beastly that it sent the teens hair standing on end, and goose bumps rose unpleasantly up their arms; Spider-Man's head whipped around wildly, his yelling never ceasing, and growing louder.

The guards in the room jolted to life, talking into their communicators with renewed life, and pulling their guns from their holsters and into their hands.

"Get back," one ordered the other teens, aiming the trang guns at Spider-Man.

A moment of panic seized Cloak as he saw the guns trail to Spider-Man's chest. "No!" Cloak shouted. "Don't shoot him."

Almost as if he understood Cloaks words, Spider-Man fought harder, howls erupting from his throat. The teens all stepped forward to try and calm him, but the guards yelled at them to stay back again.

Spider-Man twisted his wrists torturously, the leathery material rubbed against his torn gloves, and cut into both cloth and skin. Fresh blood dripped onto the bed and soaked into the sheets. Not soon after, there was a snap as one of the restraints came free. With his free hand, Spider-Man tore the other restraints off before anyone could fully comprehend what just happened.

Now free, the hero jumped onto the ceiling, blood dripping onto the floor from his cut wrists. He was still making those horrible noises, his limbs jerked arbitrarily as he scuttled anxiously from the above.

"What do we do?" one of the guards asked.

"SHOOT!" the other commanded. They didn't need to be told twice, and opened fire immedianly. But whatever crazy stuff was happening to Spider-Man's body, it apparently didn't affect his spider-sense. The hero dodged the onslaught of tranquilizer darts, moving from the ceiling, to the walls, back onto the ceiling, to the floor, and back on the wall with amazing speed.

"Holy shit!" one of the guards yelled as Spider-Man rebounded off the wall and lunged for him.

Spider-Man's pained screams and growls intensified with all his movement, coming out raw and agonized. But almost as if possessed, he kept going. With a strong grip, Spider-Man tackled the guard and kicked him into the one closest. Without a pause, Spider-Man whirled around and grabbed another guard, his strong hands taking hold of the guards arm, and he yanked it to an angle. A disgusting snap was heard and the guard cried out in pain, before he was thrown into another guard, both hit the wall.

Spider-Man roared at them all, and attacked the next. It was gruesomely amazing, both awe-inspiring but ghastly as the scene fight continued. Within a few small minutes, a heap of unconscious and broken bodies littered the floor. Spider-Man stood amongst them his breathing was hard and deep as he loomed over the guards, for once since he woke up, Spider-Man was silent. His back was to his teammates.

His heavy silence was almost as frightening as the horrific growls.

Then, slowly, he turned around, and faced the horrified kids. Spider-Man's bandages were bleeding through again, his wrists also dripping and staining the floor beneath him. The heroes jumped into a defensive stance by instinct, hearts beating frantically at the scene they just witnessed.

Spider-Man took one step forward, and let loose a hair-raising, brutal howl, but didn't attack. Instead, he moved lightning fast onto the ceiling, and tore one of the vents covers clear off the wall. He disappeared into it, and just like that, he was gone.

Dangerous, and loose inside S.H.I.E.L.D Academy.

________

Here you go! Hope you enjoyed! Hope you guys didn't mind some slightly gruesome details, because that's what you got. Also, obviously May Parker and Phil Coulson have a thing for each other, and May does know of Peter alter-ego. Hope you enjoyed part 1!

Part 2 will be here soon