Previously on "Infected: Humanity": Blood was splattered across nearly every inch of his costume; it stained the front, speckles freckled his glossy eye-lens, blood dripped down his mouth and dribbled off his chin.

"S-Spidey?" Agent Venom whispered, his arms shaking.

Spider-Man lips, from what was visible, quirked up in the corners, almost in a smirk; as if he heard Flash mutter his name. Then he howled at Agent Venom, the smirk never vanishing, and lunged for Flash, bloody hands out and extended, coming for him.

Coming for the kill.

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Agent Venom couldn't even yell in fear as Spider-Man barreled toward him at a terrifying speed. He felt his limbs lock and his blood freeze, as if Spider-Man's very presence was a snow storm that froze his joints and left him feeling as if he just inhaled an icicle.

Despite his sickness, Spider-Man's speed didn't fail him. The crazy hero would be upon Agent Venom within seconds; blood flew from behind Spidey, decorating the floor with splotches of blood like red rain. Agent Venom wouldn't have been able to move out of the way fast enough, if not for his symbiote still being awake and functional.

A few tendrils of the symbiote snapped out and stuck to the wall, pulling Agent Venom out of the way right as Spider-Man's legs coiled and he pounced. Agent Venom gasped as his back hit the wall, immediately snapping him out of his shock. Spider-Man, on the other hand, slipped on the puddle of blood he made and slid across the smooth floors, smearing red across the ground, and hitting a wall across the hall. He scrambled on the ground for a moment before whipping to his feet and whirling around and hissing at Agent Venom, looking absolutely undeterred by his fall.

"Spidey!" Agent Venom said shakily, "I-it's me, Flash - Agent Venom...Spider-Man, bro?" but the crazy hero didn't seem to understand, and cocked its head questioningly to the side like: Why aren't you running yet?

Spider-Man hissed and took a step forward, but stopped again in surprise when Agent Venom yelled at him "Wait!" Flash licked his lips nervously, his eyes not daring to leave his teammate for a second. He scrambled to come up with a plan. He had gotten his communicator back before this all started, but it had broken when the symbiote saved him - the comm hit the wall and shattered - awful convenient right?

But maybe...maybe he could stall for a while - Agent Venom saw Spider-Man do it plenty of time to his enemies; how hard could it be?

"Yeah, uh, so....a-anyway-um...you probably don't remember me, huh?" Spider-Man gave no indication that he knew Flash. "C-cause of the gas, right? Sorry about that bro, its sucks." Flash worked to get his voice sounding casual and carefree. Spider-Man cocked his head to the other side, still looking confused. His growls and hissing had stopped, but his mouth was set in a tight, straight line.

Flash knew about Spider-Man alter ego: Peter Parker. And for a while, it had really startled him. To think that'd he'd been beating up Spider-Man (his idol) for years, (even though Peter wasn't Spider-Man the whole time during said "locker knocker" times). Flash's emotions had gone something like denial, confusion, denial, giving in, guilt, uncertainty, awe, admiration, and now he's okay with it.

He had denied it a few days after the game with the Grandmaster, causing Peter to have to physically prove he was Spider-Man. Then Flash had been confused; why had Peter let him beat him up for such a long time? If he was Spider-Man, he could've stopped Flash within the blink of an eye. Then he was in denial again; there was no way Spider-Man would endure torment like that for nothing! There was just no way! (Peter/Spider-Man had to sit Flash down and explain for nearly 2 hours before Flash was convinced again). After that, he felt awkward and uncertain; he wasn't sure what to do or say with Spidey-Peter anymore. Does he apologize? Does he say, "Hey dude, sorry for 'locker knocker time'. You wanna go beat up some purse-snatchers?"? Or does he just give Spidey-Peter his space? Then he felt guilty again, recounting all the times he caused Peter trouble. But then he was in awe at how efficiently Peter had handled his chaotic teenage life, as well as putting up with Flash and super villains alike. Then it was back to admiration, and Spider-Man was now (without a sliver of a doubt) his favorite hero ever!

But this person in front of him; this hissing and snarling beast wasn't Spider-Man or Peter Parker. Flash wasn't sure if his talking alone would keep Spider-Beast at bay in time for back-up.

Hmmm...Flash could try to talk some sense into his friend, he's seen Spider-Man do that too. Or maybe he could just confuse the arachnid somehow. He could talk about Peter Parker's life - just until he could contact some help! Maybe it'd even put some sanity back into that spidey head.

"We went to Midtown together," Flash started slowly, trying not to rile the other up. "Midtown High. You're a nerd, you like sciencey stuff, and reading. Remember? You used to where this really nerdy glasses, and you were the scrawniest kid ever! N-not anymore though; I mean, you've packed on quite a bit of muscle, and - er...um...you know...anyway. I used to stuff you in the lockers. Yeah, we called it 'Locker Knocker time-" apparently that one did strike a chord with Spider-Man.

A bad one.

Spider-Man screeched angrily at Flash and jumped at him again. "AHHH! HOLY SHI-" Flash shouted, quickly dodging a swipe of claws, "I said I'm sorry! I'm Sorry! I'm Sorry!" but Spider-Man paid his apologies no mind.

Spider-Man jumped at Agent Venom with lightning speed, leaping in the air and aiming a kick for the white spider symbol on his chest. Agent Venom rolled to the side, and Spider-Man hit the wall instead. But instead of stopping, or even hitting it like before, Spider-Man instead kicked off the wall and back flipped behind Agent Venom.

He landed with a painful grunt, one arm curling around his side, but kicked Agent Venom in the back and sent him flying. Agent Venom landed on the ground in a heap several yards away but could hear Spider-Man grunt in pain again as he jumped from the floor to land on Flash. With the help of the symbiote Flash flipped away, landing a few paces in head of his comrade. "Spidey!" Agent Venom tried again. "Please, stop! W-we can get help. I know you're in there somewhere! Come on Bro."

Spider-Man stopped to catch his breath, his arm was still wrapped tightly around his bleeding torso, his fingers dug into it tensely. Spidey gave another snarl, fierce (but quieter) and took another step forward.

But he must've been in a lot of pain, because he instead stumbled onto one knee, hunched over and wheezing roughly - sounding as if someone was sawing his rib cage in half. He stayed on one knee for a few minutes, with his body swaying dizzily, before suddenly pitching forward. Spider-Man managed to stop himself from face-planting the floor by catching himself with his arms, but the exertion had him whimpering in pain and his breathing strained further. Now on his hands and knees, violently heaving and coughing pulled from Spider-Man's throat. Agent Venom watched in horror as blood came lurching from Spider-Man's mouth and splattered on the floor, blood dribbled down the corner of his lips and across his chin.

Agent Venom took a worried step forward, his heart ripping painfully at the weak sight, but that was when he noticed it. Spider-Man's sides, seen through the tatters of the bandages and his suit, seemed to be rippling up and down in a wave pattern; slowly and gruesomely. It looked like something was pulling on the skin, that, or...like something was trying to push out.

"Dude!" Agent Venom gasped, his voice jumping several octaves higher. "That's - that's not normal. Oh my - " he swallowed down his stomach acid and shook his nausea away. "Peter, we can help you, Nick Fury...your friends. Please, just listen." he took another step toward his friends, hands out cautiously with the palms up, a gesture that anyone would do with a frightened animal. "We can help." He repeated.

Spider-Man's head whipped up to look at Agent Venom, and his lips pulled into a pained sneer as if saying: Why are you still talking?!

But then a shudder racked the arachnid's body, and his head went back down, and he ignored Agent Venom once more. His body was shaking uncontrollably now, and loud whimpers replaced the angry hissing. It took only a few seconds for his arms to give out, causing Spider-Man slumped to the ground, immediately curling into a ball with his arms and hands tucked in tight against his chest.

Screams of tortured agony ripped from his throat, ricocheting off the walls and coming back to wrap around him in a squeezing embrace. Spider-Man hands would untuck themselves from his chest, and move to hold his sides, but right as his fingers brushed skin he would yell louder and pull away - reacting as if he had gotten burned.

Agent Venom grimaced and yearned to run to his friend's side and help. But, approaching Spider-Man, even in as much pain as he was, would only freak the arachnid out more.

The spidery hero writhed on the ground, his hands (unable to touch his sides) dug into the floor, unintentionally ripping away some of the metal with nothing but his fingers. Spider-Man was defenseless on the ground and was certainly going nowhere soon. Perhaps, Flash reasoned, he should try to knock him out, before he tried to move Spidey - but he'd need to do it from a safe distance. He needed a...a... A TRANQ GUN! Agent Venom looked at the fallen body of Agent Cal, and there, only a few feet from his body was the tranquilizer gun.

Agent Venom took a hesitant look at Spider-Man, before sprinting for the gun. If Spider-Man noticed his actions, the hero didn't do anything about it. Agent Venom ran as fast he could, before shooting a web that carried him the rest of the way there. He landed by Agent Cal's body, his feet sloshing messily in a thick puddle of blood. Looking at the agent's body, had to fight back his breakfast and restrain a strangled sob at the same time.

The agent's body was twisted at odd but grotesque angles, the flesh was brutally torn and sliced revealing the sinew and bones beneath the heavy pool of blood that ran down and stained ripped clothes and once-clean floor; broken bones protruded from the skin, and glistened red under the hallway lights. From where he stood, Agent Venom couldn't even tell that this had once been Agent Cal - he looked like nothing more than a pile of broken bones, torn flesh, and blood.

He was dead, and that clarity left Agent Venom swallowing thickly with unshed tears and fright.

Flash didn't know the agent very well, but he still felt mourning fingers play at his heartstrings, and his eyes couldn't help but burn with tears. He was only a kid after all; he wasn't someone like Captain America or Wolverine who's killed before; and while Flash knew the Agent's death wasn't his fault, he could help but suffer from a strong sense of guilt. If only he had warned Cal sooner...

Not being able to stand to look at the mangled body anymore, Flash turned away as the first few tears ran down his cheek. Maybe he could have prevented it. He should have paid more attention, he should have reacted sooner, then maybe-...maybe Cal would still be alive.

Agent Venom's throat tightened rather painfully, as guilt stabbed him mercilessly in his chest. But he was quickly snapped out of his guilty sorrows as another skin-grading cry rose up from Spider-Man, and he quickly looked toward the trang gun he came for.

There was another anguished scream from behind, and Agent Venom instinctively glanced back. Spider-Man was still on the ground, but he now pounded one fist against the hard floor with so much force, it dented the metal; while the other hand lacerated his side, too far gone in his pain to care about the burning. Agent Venom noticed that Spider-Man's sides were still shifting under the skin; the bumps there were getting bigger and longer, looking ready to tear through the skin.

In a crazy frenzy, Agent Venom lunged for the trang gun. He grabbed its hilt and rolled onto knees, facing Spider-Man with the nozzle pointing at his comrade as soon as it made contact with his hand. But before his finger could pull the trigger, Spider-Man let out a final, torturous scream of pain and four appendages burst from his sides.

Flash's eyes widened in shock and he almost dropped the gun, as four extra arms sprouted from Spider-Man's side like a couple of daisies. They looked shiny, wet, and red - a little like how a new baby looks after birth. The only difference though, these arms were exactly identical to his original two; long, hard, and packed with muscle.

Spider-Man's cries had ceased, and the hall was suddenly pitched into a laborious silence that snuffed out all sound, all aside from the heavy breathing of the teen laying on the floor. Then, slowly, almost as if testing them out, his four extra limbs twitched and started to rise. Spider-Man lifted himself up, to where he was on his hands (many hands) and knees, still panting - but no longer screwed up in pain.

Later. Agent Venom wished that he had the guts to pull the trigger right then and there; he wished he could've just ended the crazy hunt then and spared everyone the bruises. But his finger, instead, remained hovered over the trigger, locked soundly in place.

Pointing this gun at Spider-Man/Peter Parker and Flash felt the crushing sensation that he was betraying the hero. Like he was double-crossing the one kid who forgave so easily him for his past mistakes, and that he was stabbing that kid in the back. And...and he just couldn't do it, no matter how much his brain told him told to.

Unfortunately, Spider-Man didn't feel the same. The hero staggered onto clumsy legs, using his sticking abilities to keep his feet planted and examined his arms, almost in wonder; flexing them and tightening them into fists experimentally. Flash then and there decided he didn't want to be around when Spider-Man figured out how to use them.

So he grits his teeth, took a deep breath, and forced his finger to curl down. He pulled the trigger, letting his symbiote do the aiming.

The dart whistled through the air as it sailed toward Spider-Man. It would have been a flawless shot in the chest.

But quicker than Agent Venom anticipated, one of the newly grown arms shot up and caught the dart, just a few inches from Spider-Man exposed skin. The arachnid looked down at the dart in slight surprise, then up at Agent Venom, before shattering the vial in his hands. A sharp and crude smile tugged on his lip as he gazed at Flash with the cold friendliness of a predator; the transparent drug rolled down his hand and mingled with flecks of blood. The concoctions dripped rhythmically at Spider-Man's feet.

Agent Venom looked at the trang gun in his hand, and then back at his 'comrade'. "Sorry?" he tried.

Spider-Man lunged forward with a hiss. Agent Venom dived away from a bone-crushing punch with a yelp. Jumping up, the symbiotic hero faced Spider-Man with his feet squared and his fists up and ready. Agent Venom's eyes narrowed, as his connection with the symbiote sharpened like a double-bladed knife.

Spider-Man swiped at the teen, but Flash arched back so the claw missed his face by a few centimeters, then retaliated by dropping to his hands and sweeping the crazy-arachnids feet out from under him.

It was moments when Agent Venom becomes one, both physically and mentally, with Venom that he really felt unstoppable. Everything was in sharper focus, his senses were heightened to their extent and filled with buzzing energy; he could feel the symbiote bond with his consciousness, he heard the cool whisper of it in his thoughts. Agent Venom felt adrenaline streak through his veins and squared himself, filling (for once) confident in himself and his abilities.

Spider-Man backed from Agent Venom as soon as he got back on his feet, and this time regarded the black and white costumed hero with keen interest. For a moment the two squared off, both simply staring at the other quietly. Agent Venom shuffled with nervous energy, unsure of why the relentless attacks stopped - not that he wasn't grateful. It took him a moment before he realized that Spidey was looking intently at the white spider emblem on his chest. Spider-Man's mouth twitched upward, almost in a smirk, before furrowing down thoughtfully - as if he couldn't decide if he liked the symbol or not.

Agent Venom didn't know what Spidey's problem was, he thought his spider-symbol was pretty cool.

Spider-Man's lips finally dipped downward in a displeasing frown, before they curled into a sneer that bared his teeth. A low hiss snaked past those fangs, sounding like a bike-tire letting out air. Agent Venom gulped and took a step back, his burst of confidence depleted some. Inside, his nerves were wrecked - he needed to calm down. There had to be something here that could help him.

Okay, this is just like basketball Flash told himself firmly, We're on opposite teams. He's offense and I'm defense. I've got to keep him from getting the basket, which can be... Flash quickly glanced around. Uh...the end of the hallway I guess. It's a man-on-man defense, I just can't let him get past me or we lose the game. Flash took a deep breath. I can do this! feeling a bit more connected to the situation, Agent Venom straightened his stance and kept his eyes on Spider-Man in rapture attention.

Spider-Man hissed again and slowly eased down into a crouch; one that Agent Venom's seen all too many times. That crouch meant there was action in his near-future.

Looking quickly around for something to help himself with, he grimaced when seeing there was nothing here, in the empty hallway, that could possible help. The tranq gun would have only a few more darts left, but Spidey's senses seemed to be working at full capacity and he'd probably just dodge them all; perhaps if Agent Venom could get far away enough, he could make run for it down the hall and try to find the others. But then it was highly likely that Spider-Man could catch him from behind - which definitely wouldn't be good. He could try to take Spider-Man down, but - let's face it - Agent Venom could barely take down a regular Spider-Man, much less a crazy, blood-thirsty Spider-Man with 4 FREAKING EXTRA SPIDER STRENGTH ARMS!

What he needed was a way to contact his team, and THEN hold off Spider-Man until they came to his aid. But how would he...wait...Agent Cal's communicator! It was still here. Agent Venom snuck a fleeting glance at the fallen body behind him, where the communicator was still, surprisingly, tucked snugly in what was probably Agent Cal's ear.

Alright, all he needed to do was get the communicator, call for backup, then hold off his blood-thirsty idol. Do that and he might just have a chance of coming out of this alive - yeah... easy peasy...

But, it's wasn't like he could just turn and go get it. As soon as his back was turned, teeth and claws would attack his vulnerable neck. Not a good position. His webs could maybe...no, he wasn't that good of a shot - not yet anyway. Maybe his symbiote could aim...well...there was still the chance of missing, which could give Crazy-Spidey the opening he needed.

Come on Flash! Agent Venom growled at himself. You can do this! Think Just like basketball. LIKE Basketball - I'm offense, he's defense; the comm is the ball. I just got to keep the ball till I can get an assist from my teammates. He exhaled shakily. He just needed a way to get back there without ending up like a symbiotic pile of blood and bones. Okay, think. Think, think, think....

Flash bit his lip anxiously. Did they have any courses for this kind of thing? The Academy should definitely look into it. Ugh! The only way he was going to get anywhere near Agent Cal is if Spider-Man lead. Hmmm. Agent Venom felt the creeping sensation of an idea sneaking into his brain. Well...maybe if he positioned himself just right, and Spider-Man was strong enough...then, that just might work.

Inhaling deeply, and steeling his nerves, Agent Venom shot a web at Spider-Man (who dodged it with an angry shriek) and yelled, "Well then, come on you eight-limbed freak! You want me, come and get!" the words tasted like vinegar in his mouth. Spider-Man didn't take a liking to it either and raced at him with angry noises.

The first hit Agent Venom dodged, same with the second, third, and fourth; each time slowly shifted his position, till his back was completely facing Agent Cal. Flash saw the fifth hit coming, grimaced, and braced himself.

This is going to hurt.

He didn't dodge. He stiffened his body, and let the blow connect. Agent Venom's face jerked from the impact of the fist and felt himself fly backward. He landed roughly on his back after a moment of open air, which knocked the breath out of him, but now he was right by Agent Cal. Just where he needed to be.

Wasting no time, Agent Venom scrambled the remaining foot between himself and Cal; his hands searching for the communicator. Blood got slathered over his torso and arms, down to his wrist and slicked up his fingers. A bubble of frustration popped in his chest as the comm kept slipping from his grasp before he finally managed to grab the device out of the dead agent's ear. Reaching up, but struggling with his slippery fingers, Flash got to putting the bloodied comm his own ear. Even before the device was securely in place he started yelling into it, "HELP! Agent down! Spider-Man is attac-" but that was as far as he got before he was abruptly cut off and violently yanked away.

Flash landed on his back again, breathless once more, as he felt himself being dragged across the floor. He flailed crazily, trying to hit whatever hand had a hold on him but was surprised to find nothing there. Glancing over his shoulder, Agent Venom saw something sticky, white, and very familiar connected to his back.

Web fluid.

But Connors had taken Spider-Man's web shooters when the kid had started going crazy...so how could he...

Agent Venom followed the web with his eyes, going up past his shoulder and right up to one of Spider-Man's wrist where the web was coming right out of his arm! WHEN DID THAT HAPPEN?! Feeling nausea squirm in his stomach, Flash grimaced with a miserable groan. Oh, that was so wrong.

"Ew!" he gagged. "That's coming out of your arm? I think - I think I'm gonna be sick..." whereas the symbiote was working on either removing the unfriendly webbing or absorbing it.

Not wanting to wait, Agent Venom reaching behind to try and pry it off himself. Before he could grab it though, Spider-Man suddenly yanked the web to the side and smashed Agent Venom into a wall. Then he pulled it again, opposite this time, and slammed Agent Venom into the other wall; using all his body strength to do it.

Like a fly on a windshield, Agent Venom slowly slid down the smooth surface, groaning loudly as he did. With his back slouched against the wall, hissing as a pain in his ribs spiked aggressively. He blinked the mesh of dark spots from his vision.

Through dancing blobs of black, a powerful hand rushed in Agent Venom's sight and curled tightly around his neck. Spider-Man hoisted the other teen farther up on the wall with his powerful hand, till Agent Venom's feet no longer touched the floor. Two other strong hands pinned Flash's arms against the wall, then the remaining three began a ruthlessly game of punching him in the chest, torso, and gut.

A strangled cry tried to push past Agent's Venom's mouth as his ribs cracked under the powerful hits against his body, causing his breath to whisk right out of him and making him gasp strenuously which set his ribs on fire. The communicator still in Agent Venom's hand faltered within his closed fingers, before dropping down with a feeble clack at Spider-Man's feet. The arachnid-like teen, whether intentional or not, crushed the device under foot, consequently crushing every hope Agent Venom had of getting back-up. Unable to stop himself, Flash gasped for air as his supply began to run out, which sent his ribs and chest into a bigger frenzy of pain. The symbiote squirmed and struck at Spider-Man crazily, doing everything it could to save its host, but the arachnid held tight.

This was it, Agent Venom realized as he fought the darkness that was beginning to creep into his vision. He was going to die here. From the hand of his idol; the hand of a friend and teammate.

At least he got to be a hero for a while; he did some good with his life. He got to work with real heroes and was forgiven for his bad deeds (from both Peter and Alex *Rhino* - shame he still had so many apologies to dish out). So many regrets, so many mistakes - but at least he still did something worthwhile with his life - however short it was.

"You're still my hero," Flash managed to barely gasp out before the hand tightened. He might have been hallucinating or holding onto false hope, but Flash thought he felt Spider-Man's grip loosen for just a fraction of a second. And, for a moment, he knew the real Spider-Man was with him, fighting against this disease. Peter was always a fighter, (no matter how many punches he got from Flash) and Agent Venom was happy that that part of him would never stop.

But whatever it was, whether it was there or not, was gone just as quickly and the hands squeezed with intense ferocity. Black embers burned away Agent Venom's sight and he felt himself losing consciousness.

It wouldn't be much longer now. Just a little more pressure and Flash would be...

But then, suddenly, Spider-Man's hands were being ripped from his throat and body and Agent Venom slumped to the ground gasping and wheezing for breath. His hands shot up to rub at his neck, unintentionally smearing blood on his skin, as if that might ease the raw, burning pain that licked lewdly up his throat.

A different pair of hands, gentler - but still making Flash tense - helped him lean against the wall. "Easy there," a soft voice told him. "Just focus on breathing, son. Inhale for 4 seconds and exhale slowly for 5. "

Agent Venom wasn't sure who it was just yet, so instead, he focused on following the orders and filling his lungs up again with sweet, sweet air. When he could - sort of - breath regularly, he looked up at his rescuer.

"C-Captain America?" he rasped, then winced from the exertion.

Captain America smiled encouragingly, and a tab sympathetic, at Agent Venom. "Come on soldier, I need to get you out of here." The American icon helped Agent Venom to his weak legs, whereas the teen tried to figure out if he was awake or if this was heaven.

"But Spide-" Agent Venom tried to say but ended up in an aggressive coughing fit.

"Don't worry, the others will handle him," Cap assured, confidence in his voice. Confidence and - and something else...Agent Venom wasn't sure what it was. But if Cap really was here, that means the Avengers were with him. They could handle this now. Agent Venom was done

The two hobbled down the hall (though Flash did most of the hobbling). The teen had one of his arms wrapped around his injured torso, while the other was around Cap's broad shoulders. Behind them, hissing and inhuman shrieks captured the hall.

Agent Venom snuck a glance at the fight behind him. Spider-Man was surrounded by Hawkeye, Black Widow, Iron Man, Power-Man, Nova, Iron Fist, Cloak, and Dagger. He was back to hissing and growling, and in his usual spider crouch with his new arms up and positioned all around him. The arachnid was bathed in blood and broken bandages, (Agent Venom would guess that he, himself, didn't look much better). But that was all he saw before he was pulled from sight.

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Hawkeye dodged another web, rolling smoothly across the floor while pulling another arrow from his quiver and notching it in his bow. He shot it at Spider-Man effortlessly, who managed to evade it and fend off an attack from Nova.

He'd admit it wholeheartedly, Hawkeye was extremely surprised when he was called in by Nick Fury to help capture an escaped patient. He was even more surprised when he found out that escaped patient Spider-Man. He was almost in disbelief when they found Spider-Man in this hall, covered in blood, and strangling one of his teammates. Not to mention the four extra appendages; Nick definitely left that little detail out. Yeah, thanks, Fury!

Earlier, Hawkeye had heard both Falcon and Iron Man curse in colorful surprise at the sight of Spider-Man, Cap had looked particularly stunned; even Black Widow seemed surprised - which was a hard feat to accomplish! Hawkeye would know, he's been working with her for years. The archer shot another arrow, a normal one this time, which Spider-Man merely swat to the side and snarled in irritation at as if Clint was nothing but an annoying fly that wouldn't go away.

"Hey Spidey, you haven't picked up any bad habits since your," Hawkeye gestured awkwardly to Spider-Man's body "transformation? Like, you know, eating people. Cause I'd really like a head-ups now, prior to later...where you'll likely to be eating me..." he was definitely questioning the way Spider-Man was looking at him, resembling more of a hunting predator that a hungry teenager. "I mean, I know earlier we said you were really 'spidery', but we didn't mean it literally." Spider-Man lashed out at him, almost catching Hawkeye in the shoulder. "Phew, that was close." the archer mumbled under his breath, reaching for another arrow.

"Maybe if you focused on taking him down, instead of talking," Falcon suggested in his earpiece comm. Hawkeye rolled his eyes. He was a talker, he joked, he annoyed people; it was just what he did. He couldn't just shut up...heaven help him should that ever happen!

"Hey, I'm a talker." Hawkeye grinned mirthfully, voicing his thoughts. "I can't just, shut up."

"Sure you can," Black Widow retorted, slightly amused, "and if you can't figure it out on your own then I'd be glad to personally see to the problem."

Hawkeye made a hurt noise and drew back, affronted. "Hey! you're supposed to be on my side." He complained, shooting an explosive arrow to distract Spider-Man from tearing Iron Man's leg off.

"I can't help it if you talking gets annoying," Black Widow replied mercilessly. She ran forward and flipped over Spider-Man, shooting a venom blast which hit the arachnid in the shoulder before landing squarely in the back of him. The blast made Spider-Man cry out in pain, but then he growled angrily and whirled around to swing at her with his arm. The hit clipped her shoulder, causing Black Widow to fly into a wall. Though, while in the air, she maneuvered her body and kicked off the wall with her feet, propelling her forward where she back flipped behind Spider-Man again and kicked the back of his legs, causing him to fall to his knees with a grunt.

But Spider-Man wasn't done. Before she could react, another one of his arms grabbed her arm and threw her into Nova, effectively knocking both away.

"Focus guys," Iron Man said aiming his repulsor (set to stun) at the crazed hero. "We can talk about Hawkeyes annoying habit to use his mouth later. Right now, let's get Spidey sedated and back into a confined room. Got it?"

"We can talk about Hawkeyes annoying habit with his mouth," Hawkeye mimicked crudely, before smirking widely. "Well, you weren't complaining about my mouth last night."

Iron Man faltered in the air. "Tell me you didn't just say that!"

"That's a bit lewd, don't ya think?!" Black Widow commented.

"Clint! There are kids here!" Falcon exclaimed.

Hawkeye shrugged, "They're teenagers. I bet they already know about that stuff." he shot a sticky arrow at Spider-Man's feet to keep him from moving, ignoring the glares from the teenagers that were sent his direction. The arrow got one of its targets feet.

Spider-Man grunted when he found his left foot stuck to the ground. He looked up and glared at Hawkeye, baring his teeth accusingly. "Can you guys stop arguing, and do what you're supposed to?" Dagger suddenly snapped at her older colleagues.

"Calm down, we'll get Spider-Man confined again." Hawkeye coolly assured her, "We're professionals you know."

"Well then, when are you going to start acting like it!" came the snappy reply. Gosh, when did she get so annoyed? Usually, people were happy, if not honored, to fight with the Avengers. She seemed agitated - which was understandable because her team leader is currently...going through some problems. But her other comrades weren't snapping at his neck; so what was her deal?

Hawkeye gave her a weird look, but she ignored him and distracted Spider-Man by using her light daggers to temporarily blind him. Cloak looked worriedly at Dagger, apparently, he noticed her behavior too. But he shot Hawkeye a glare nonetheless. Couldn't deny his loyalty though. Still, what is with these kids?! Hawkeye shook his head and got back on the task at hand.

Spider-Man was using one of his hands to try and tear the gunk from the arrow off his leg, while the rest of his body worked wildly to defend himself. But his efforts were only rewarded by getting gunk on his hand, which definitely wasn't pulling in his favor.

"Hmm...those seem work pretty well," Hawkeye noted. He pushed a small button on his bow and listened as the quiver responded. There was a small whirring as the proper arrowhead was sealed on the shaft, before popping out an inch from the rest. Hawkeye found it easily and fit it in the bow string. He aimed it at Spider-Man's other leg and shot.

But Spider-Man wasn't falling for that trick again, and one of his hands caught the arrow just before it could make contact. He growled and gripped the arrow in his palm till the shaft split in two, then he threw the splintered pieces to the side and shot several strings of webbing at the archer. (Which were coming out of his arm! Ew!)

"Whoa! Hey!" Hawkeye exclaimed as he dived out of the way of the onslaught. Okay, so he really didn't like the sticky arrows. Duly noted.

As Hawkeye avoided the sticky barrage of webs, Power-Man snuck up behind Spider-Man's vulnerable back. He lunged forward once he was close enough and wrapped his arms tightly around Spider-Man's middle, trapping most of the extra arms against the squirming body.

"C'mon Spidey," Power-Man grunted, working to keep the struggling hero still. "Snap out of it, this isn't you."

But even his strong grip wasn't enough. One of Spider-Man's arms escaped and he elbowed Power-Man in the gut. Power-Man gasped as the blow struck home, causing him to consequently loosen powerful his hold. Spider-Man then grabbed the invulnerable hero and threw him at Iron Man, who was attempting to get in close to hit Spider-Man with a sedative. The two hit and smacked into the wall.

Falcon came zooming in right after, shooting his red 'feather' beams. But Spider-Man shot a well-aimed web, which struck Falcon in the eyes and immediately blinding him. Falcon cried out in surprise. One of his hands compulsively went to tear the offensive webbing away, which left him unbalanced and he crashed heavily into the ground.

Iron Fist, Cloak, Dagger, and Hawkeye all surrounded Spider-Man, each taking a different side, but proceeding with the utmost caution. Spider-Man whirled around in a circle trying to watch them all. His fingers and arms twitched with nervous energy as threatening hisses whistled past his teeth.

The crazed hero heard a low groan and saw Powerman pushing himself back onto his feet. With desperation clouding his mind, Spider-Man snagged a web line onto Powerman and swung the teen into the ring of heroes surrounding him. They all went down like a ton of bricks or flailed through the air and fell into piled heaps. Pushing others away or off of them, the heroes grunted and jumped to their feet, looking around for Spider-Man.

Iron Man cursed profanities, "Ugh, he's gone!" he shouted through grit teeth. The hall was abandoned, excluding the heroes picking themselves up and off the ground. Their spidery, mentally (and physically) challenged friend was long gone.

Iron Man cursed again and turned to his communicator. Cap was still taking Agent Venom to safety, where the kid could get the medical attention he needed (and boy did he need it). But he still needed to be alert in case Spider-Man found them again. Besides, they could really use a super-serum enhanced super-human right now.

"Cap," Iron Man called into his comm.

"I'm here," Captain America's voice responded over the tech.

"Spider-Man's gone. He escaped, and he might be heading your way." Iron Man informed him.

"You let him get away?!"

"Hey, he's got four extra arms! Not to mention he's not exactly right in his noggin. He didn't exactly hold back like we were." Iron Man retorted. "Just keep an eye, and ear out, alright? If you see him, try not to engage him, call us."

"Roger that. I'll take the kid to the Med Bay, then I'll rejoin your guys."

Iron Man agreed, before turning to everyone else. "Alright, we need to track him down, pronto. In a situation like this, splitting up wouldn't be very smart. But we've got to cover as much ground as possible. So, Hawkeye, Black Widow you guys search sectors A, B, and C with Nova, Power-Man, and Iron Spider." Iron Man ordered. "Falcon, Iron Fist, Cloak, and Dagger will come with me to look at sectors D, E, F, and G. Everyone understand?"

The teen heroes weren't used to taking orders from Iron Man, but he was an Avenger! They were working alongside "the world's greatest heroes!" they all nodded and followed his orders wordlessly.

"Good, let's go."

They all split ways, with a common goal in mind: To find and recapture Spider-Man.

 ______________

 _______________

Phil Coulson and May Parker wondered cautiously through halls of S.H.I.E.L.D Academy.

Something wasn't right. They could both sense it as soon as the stepped foot in the edifice. All the corridors and hallways were dry and abandoned; Not a single agent or hero in sight. That was something rarely seen here. Coulson's eyes narrowed scrutinizingly at the barren corridors, as an uncomfortable feeling settled in his gut.

"Something's definitely not right," Coulson whispered to May.

"What is it?" May whispered back, looking around in silent wonder.

"It's never this vacant for starters," Coulson answered.

They walked a few paces before Coulson slowly drew his gun from inside his jacket. Holding it in both hands with his muscles were tense and lucid he beckoned May on with a jerk of his head.

"Do you think Peter's okay?" May asks with worry. Coulson shrugged honestly, he didn't get any notifications from Fury. The director probably thought he was still at May's house. Coulson didn't like calling Fury up whenever something felt a little off, but he was seriously considering contacting the Director - whether it got him in trouble for bring May here or not

"I think we should head back," Coulson tells her, already grabbing May's arm to lead her back from where they come. He couldn't let anything happen to May; not her. She was the best thing this world had to offer; besides, Peter would be furious if his Aunt got hurt

But May jerked her arm from his grip and backed up with a shake of her head, "Please Phil, I just need to see him. For just a minute. I have to make sure he's okay." she told him, her eyes were big and pleading. Coulson refused to allow himself to cave in and shook his head firmly.

"May, the situation could be dangerous. I can't let you get hurt. Besides, Peter is surrounded by the best Agents and heroes S.H.I.E.L.D has to offer. I'm sure he's okay." he tried to convince her. May bit her lip in thought, eyes downcast and wavering. She sighed and looked up at Coulson, and for a moment he thought he won.

"I...I can't." May said, shaking her head softly. "I can't! I won't be able to live with myself if anything happened to him, Phil. Don't you get that? He's my boy, my Peter. I can't let Mary, Richard, and B-...Ben down. I have to - no, I need to make sure he's alright." she looked defiantly at him, her stance was tensed and erect, but her eyes were bright with determination.

Coulson felt himself crumble. Why did this woman have such a powerful hold on him? She could ask him to give up S.H.I.E.L.D's biggest secrets and he wouldn't be able to say no.

He sighed in defeat, "Fine," he muttered. "But you stay behind me. If I tell you to do something, do it immediately. Okay?" May nodded. "Good," Coulson stepped in front of her and started leading the way to the sick bay. The gun remained poised in his hand.

But something still wasn't sitting right with him. As an agent, he's learned to trust his gut; and right now, his gut was telling him something was very wrong. Coulson tapped his communicator, trying to get a transmission to Nick Fury. But before he could, there was a noise up ahead.

Coulson held up his hand and signaled for May to stop. "Stay here," he whispered and crept forward. May watched him uncertainly, her eyes darted nervously around the space. As Coulson got farther up, she heard another noise (sounding like the hiss of air coming out of a tire) that stood the back of her hair on end. She was beginning to wish she had taken Phil's suggestion of going back. But those feelings were quickly demolished as her motherly instincts took hold. She needed to make sure Peter was fine first, then she could worry about spooky noises.

Coulson stopped by the edge of the hall; he pressed his back close to the metal surface and briefly readjusted the weapon in his hand. With a deep breath, he rounded the bend with his gun up and aimed. But there was a sudden hair-raising growl and Coulson was abruptly jerked out of sight with a cry of surprise. May had time to gasp loudly before Coulson was suddenly thrown back. He hit the opposite wall with a bone-crushing force. "Phil!" May shouted, running toward him.

"N-no May!" Coulson groaned, hissing as he moved to motion for her to stop. A figure stepped between Coulson and Phil and the women gasped. It was a boy, in the tatters of and red and blue suit, his chest was bare (aside from some bloody and torn bandages). He was bleeding profusely - in fact, blood seemed to cover most of the boy's body. May was even more astonished to see six arms spread out defensively from his sides. A mask covered half of his face, but his mouth and neck remained bare. His wrists were bare and bloody, and he was hissing angrily at May.

Despite the blood and the hissing and the tattered clothing, May could recognize her only living relative anywhere. "Peter?" she whispered.The apparent-Peter cocked his head to the side, looking over May curiously, but the hissing never ceased.

"Peter?" May repeated, her voice trembled as she gazed at her nephew in horror. What happened to him? Who did this to him? Why didn't he recognize her? Where did all that blood come from?

What was happening to her boy?

 _____________

 ______________

Spider-Man felt better.

After his arms grew in, the pain in his sides had stopped. The alleviated pain had felt so good and fresh that he felt like he could take on just-about-anything. He had already attacked the black, spidery enemy. His remaining sickness and pain had been quickly overtaken by adrenaline and excitement. He could finally expel some of that pent-up anger and aggression. He could finally get revenge on his enemies.

In fact, he almost killed that other spider; he had been so close!

But then he was interrupted! Other people had shown up. They attacked him and kept him from his kill - it infuriated him even more. Especially the one shooting pointy things at him. He had been doing good, wonderful even - the lack of ailing symptoms was amazing! But he was losing that battle, there was too many.

He needed to escape, which he did. And now, he needed to find a way out of this metal prison. Once he was free, he would find somewhere nice and dark to build himself a web. He'd be safe there.

But he was stopped again, by two people. The annoying voice in his head kept telling him not to hurt his enemies, but it was beginning to sound more and more ridiculous every time. With each passing moment, his thirst for blood grew darker, stronger - it was consuming his very being.

And he liked it.

The intensity of his senses, the power in his limbs, the bones crunching under his fingers, and the blood that ran down his lips - he was a being constructed of predatory instincts and blood-lust. His mind was a space built of white fog that pulsed with one message: Fight. Dominate. Kill. Survive.

But right now, standing in front of this final human - his final obstacle - something stirred in him.

Adrenaline seemed to leak from his system, and an overwhelming sense of exhaustion hit him in an overwhelming wave, bringing with it the aches and sores of his body. The side pains might've been gone, but his limbs now burned from exertion, his mouth ached, and his wrists throbbed, his feet felt raw, and his head pounded. The dizzy and nauseating sickness came back as well, and it greedily ate away the energy he had.

But can't stop. He won't stop. He was so close to freedom. Just one human away. He needed a web, he needed safety, he needed to get his energy back. Why did they want to stop him?

So he kept hissing and threatening this human who called him "Peter." What did that even mean? Was he a Peter? Was he? The word did seem familiar, especially coming from this human. It was odd, and his head hurt, and why did he suddenly not want to attack??? Frustration began to build up in his chest.

The human took a step forward, and he jerked backward, growling in warning.

The human stopped for a moment, her face looked worried and horrified and sad. So sad. They all looked sad! They pitied him; why did they pity him? Because he was hurting? But they made him hurt! The human took another step forward, and Spider-Man reacted.

He lunged for her, hands outstretched and ready to kill. "NO!" Someone shouted it was the other human he had thrown into the wall. There was a tingling in his head, and the human - the woman - yelled: "PHIL DON'T SHOOT HIM!" But there was a shot, and his spider-sense tingled. He twisted out of the way.

But then the world seemed to move in slow motion. The bullet whizzed past his shoulder, as harmless as a fly now that it was no longer flying toward him. But now it was heading for the woman. It was going straight for her chest. It would kill her in an instant.

A sudden and overpowering feeling of panic hit him, and one word stamped itself in his muddled thoughts: Aunt May!!

It all happened in a split second. One moment the mindless beast occupying Spider-Man's body ruled control, but it was suddenly pushed violently aside as Peter Parker proclaimed dominance. Peter shot a web at his Aunt to pull her from the lethal path of the bullet.

But he wasn't fast enough.

She cried out in pain as the bullet struck.

"NO!" Peter bellowed and ran toward her. He got to her before she could hit the floor, and pulled her into his many arms. Aunt May trembled and gasped in pain as Peter looked for a wound. There was blood on her shirt. she was bleeding. Fresh blood soaked into his already red stained costume.

Horrific memories flashed across his mind. A cold night. Freezing wind. A street illuminated by a dim lamppost. A man, a silver-haired man with glasses and a turquoise sweater was bleeding on the ground. There was blood everywhere. Blood pooling on the street and running through the cracks and crevices of the cement, blood on spreading on the sweater, blood soaking the pants of the teenager kneeling beside him, blood staining Peter's hands as he pushed firmly against the bullet wound. The broken pleas that tumbled out of his desperate lips. The tears that blurred his eyes and burned trails down his cheeks.

Panic crashed into Peter like a truck. His heart rate quickened to an unhealthy pace, his breathing became hoarse and ragged as he suddenly couldn't breathe properly. No. No, no, no, no, no, no - she can't die! Not like Uncle Ben! Not now! However selfish it was, he still needed her! "Aunt May?" Peter whimpered.

"H-hey," Aunt May smiled at him, though its full effects were smothered by the cold sting of metal, "i-it's okay." she reassured Peter, "It only got my shoulder." Peter examined her arm carefully. It was bleeding, and Aunt May might have some trouble with it for a while, but it didn't look fatally deep - from small observation.

Relief crashed so quickly into his system so quickly that Peter sobbed. She was okay! She was going to live. He wouldn't be alone. The most treasured part of his life would be okay.

But, just as soon as relief struck him, so did anger. Aunt May was almost killed...because of him. Peter didn't blame Phil for shooting, he was trying to protect Aunt May. But she would have never been in the threat of harm if not for him. Not only that, he had literally just tried to kill her with his own bare hands. Terror like nothing Peter had ever felt dug its claws deep into his chest and buried itself in his heart. He, Peter Parker, almost killed his last living relative - the woman who raised him from childhood. The horror of his actions hurt him more than the pains of his body. He didn't deserve to even touch her.

"Peter" Aunt May whispered, a happy smile bright. She shifted her position a little so her uninjured arm could cup his face, but winced at the movement all the same. She steadily got a little balance to her legs so Peter's arms were supporting her whole weight. Peter was unaware of how much they had been shaking.

He hadn't realized how much they burned, just from holding Aunt May, and immediately collapsed as his legs gave out from under him. Thankfully, Aunt May had a small hold of him and pulled Peter into her arms this time, despite the pain in her arm. With their position reversed, she lowered them both until they were on their knees.

She held Peter in her arms like he was 7 years old again, scared from a nightmare and crying into her shoulder. He looked so tired and in pain, it tore at May's heart to pieces. Now, more than ever, she wished she could protect him from the world; she wished she could hold him like this, and soothe and love him until both of their problems solved themselves.

"Peter?" she called, voice soft but wavering with worry. "Peter, please talk to me." Peter whimpered into her shoulder, "I-I'm okay." he assured, but his voice cracked like a broken dam, letting loose the thousands of emotions and thoughts he kept locked up - words unsaid and feelings unshared.

Aunt May shook her head as new tears stung her eyes like acid, "Don't you dare lie to me, Peter Benjamin Parker." She scolded, her lips wobbled. A tear escaped down her cheek, then another and another and she sobbed, pulling him as close as she could.

"My boy," she whispered, holding him tighter. "I'm so sorry I couldn't protect you."

Peter chuckled weakly and quiet, "S'not your fault." he murmured, words slurring with fatigue. "I's the Parker Luck." May shook her head, but a strained smile still lit up her face slightly, but she couldn't find the right words to say. So many emotions coursed through her, it left her voice box cold and paralyzed.

There was some noise somewhere in the hall again, and a few minutes later someone exclaimed, "Agent Coulson?!"

There was a scurry of footsteps and loud talking, Aunt May wanted to yell at them all to shut up. A group of heroes appeared. They all grouped around Coulson, before gradually noticing May and gaped open-mouthed at her. She recognized them all, it was Hawkeye, Black Widow, Power-Man, Iron Fist, and Iron Spider.

Hawkeye gasped, and quickly spoke into his communicator, relaying information to Iron Man. Aunt May glared at them through her tears, which silenced them immediately. Peter was leaning heavily against, even though they were both on the ground. Her uninjured arm reached up and she affectionately brushed her fingers across Peter's temple, pushing a few dried and clotted tufts of hair.

Peter knew the other heroes were there and couldn't help but sob in relief. Even as weak as he was, he could feel the beast inside stirring. It was still there, coiling and twisting like a demonic snake; trying to regain control.

He didn't think he could hold it off for long, and once the beast had control, Aunt May would get hurt. Everything Peter did played across his mind like a twisted show. His moments of violence were as clear to him as a perfectly polished knife; he killed that agent, he almost killed Flash, he attacked his friends and put the ones he loved so dearly in harm's way. Worst of all, he was completely aware of his actions and could do nothing to stop himself.

Peter was terrified, horrified, and more scared of himself than he's ever been. Would if he had hurt Aunt May; killed her even. The thought only made him choke on a strangling sob. Without his Aunt, his world would tear itself up from the roots.

"A-Aunt May," Peter whispered he couldn't bring himself to look into her eyes. "I-I can't-" he gulped, as tears dripped from his eyes and a lump caught in his throat. "-control it. I can't control. It'll b-be back." Aunt May understood, she always did. "Please," he begged, "please stop it. Please!" he sobbed violently in her arms. "Please. Please." his voice was so dejected and broken, Aunt May felt her world shatter into glass.

"Shh," she hushed softly and hugged him to her body. "I'm here, baby. I'm right here." Peter kept crying, his mind and body overcome with too much pressure. He couldn't take this anymore. Aunt May looked at Black Widow, her eyes were puffy and red, but dark and solemn as she mouthed "Give me the sedative."

Black Widow hesitated. Then another sob racked Peter's throat and the former assassin took a vial out of her tranq gun and rolled the vial to Aunt May. She was using her unhurt arm to support Peter, so May reached over and grabbed it with her injured one. It flared with pain and stung with intensity, but May bit it all back for now. The vial was actually a dart, with a long and unnerving pointed needle.

May didn't want to do this, but when Peter looked up at her arm to see the dart and whispered, "Please, just do it!" she complied.

May closed her eyes and she jabbed the dart into one of Peter's arm, all of which were curled around her torso and stomach. The liquid inside entered Peter's blood stream, and took effects right away; Peter visibly relaxed and slumped back in May.

"Thank you." He whimpered. Aunt May hugged him even tighter, tears collecting in her eyes, she felt like she'd never stop crying. Not after this.

She wasn't stupid; May knew that when she saw Peter again (if she saw Peter again), he wouldn't be her sweet boy anymore. That beastly, wild side will have taken over by then. She cried harder, not being able to stop herself. "I love you." She told him before his eyes closed and he fell unconscious. But it didn't seem like enough.

Not nearly enough.

Just sit on that for a while.