It was several hours since Spider-Man's been secured and confined once more, and the heroes had yet to get over their shock. Sure the remaining "Ultimates" and New Warriors sort of had an idea to what was happening, but after Spider-Man's...'transformation' they didn't know what else to expect. Was this going to happen to all of their sick friends? That, that mad sickness infecting all of their minds, and turning them into mindless beasts? It made their stomachs churn just thinking about it.

And as shocked as the teen heroes were, the Avengers did fare any better. Tony was in one of the S.H.I.E.L.D laboratories, trying to figure out what was happening, and how to stop it. But he couldn't sit still, the image of Spider-Man hissing and growling, the vicious way he attacked...Tony eventually gave up on trying sitting still, and was up pacing as he genius brain was going on overdrive.

Steve Rogers, on the other hand, sat on a chair in the debriefing room. He held his chin in his hands, face narrowed as he was stuck in deep thought as well. He would occasionally shift his position to a more comfortable one, and he would occasional run his hand through his hair and suck in a deep breath. That much raw power and strength from Spider-Man, it astounded him. Steve never realized how dangerous Spider-Man could be, and the added arms and crazed behavior certainly didn't help either.

Falcon was in the laboratory with Tony, he was examining some blood taken from Spider-Man. But his thoughts also took up what he saw, and he couldn't focus. He tried, but he'd end up looking aimlessly through his microscope, when he was actually thinking of the webs that came from Spider-Man's wrists. He was evolving, changing...mutating. It was just a matter of how, and why.

Hawkeye sat in a chair, twirling an arrow in his fingers. He didn't want to openly admit it, but that fight left him startled. He covered it up with smug smirks, and jokes. But inside, he was seriously freaked. But also angry, as much as he'd hate to say it, Spider-Man wasn't a bad kid. Annoying, definitely. But a good kid, none the less. He didn't deserve this, getting his mind torn from his control, and morphing into a malicious creature. None of the infected kids did. Hawkeye remembered his times when he was younger and struggling too. He could relate to these kids, and he really irked him to know someone out there was intentionally hurting them.

Black Widow was in one of the training rooms, fighting a group of LMD's posing as familiar villains she's fought. There was Dracula, Absorbing Man, Doctor Doom, and Red Skull. Black Widow was a highly trained former-assassin, she could handle stressful, and shocking situations perfectly fine. But this, whoever did this to just kids, really needed a giant sized punch in the face. And Black Widow would be glad to be the one to deliver it. She might have been an assassin before, but she wasn't heartless. She had emotions. And right now, she was feeling really angry.

Hulk was leaning against the wall, arms folded. He was glaring at anyone who would dare make eye contact with him, as he worked on controlling that familiar burning anger that kept rising. Spider-Man was a friend of his; the kid helped him, and didn't think of him as a mindless, rage monster. Heck, Spider-Man took him under his roof when Hulk had been attacked by those weird alien, drone things. Hulk had stayed out of the fight, because he didn't want to accidently hurt Spider-Man more than he was. But after seeing the footage, Hulk wished he could have been there. Maybe he could've pinned Spider-Man down, and tried to talk some sense into him-just like Spider-Man had done for him so many times before.

As the Avengers thoughts, and fought similar feelings, the teen heroes checked on Agent Venom as he was examined by an S.H.I.E.L.D medic. Agent Venom was still coughing roughly, and grimacing while rubbing his aching throat. His venom mask was down, revealing the flinching face of Flash. Angry bruises were already blossoming his neck, in the shape of fingers.

Once the medic finished looking him over, he concluded that Flash had a minor concussion, a few broken ribs, a sprained wrist, as well as his injured throat. "You are to rest Agent Venom," the doctor ordered, "Don't move too much, and try not to talk a lot. Okay?"

Flash almost responded, before noting the doctor's words, and instead nodded. Smiling encouragingly, the doctor gathered his things and left to help with any other injuries. As soon as the doctor was gone, the teens were talking.

"Dude, what happened?"

"Those are some nasty bruises."

"What happened to Spider-Man?"

"That looks like it hurts."

Flash looked like he wanted to respond, but sadly stayed silent. They all looked at him sympathetically, but he glared at their pity. He didn't need it, the fight could've gone worse. Flash could be...dead. "I'll be fine," he rasped out, though his voice was almost a whisper, and sounded like sandpaper on rocks.

He grimaced, and rubbed his throat, while the other hand was placed over his bandaged ribs. The others reluctantly nodded, but realized they wouldn't get any additional information. They stayed a while longer, but eventually decided to leave. "C'mon, he needs his rest." Amadeus said, as they all shuffled out.

"Get better," Dagger said half-heartedly, a sad and almost guilty look on her face as she left.

Flash watched them go, and when the door to the room he was in slid firmly shut, Flash allowed a shaky breath out of his chest. He hurt all over, both physically and emotionally. Sure his ribs were broke, and he throat felt like it was on fire with every breath. But the real pain pulsed inside him, emotionally.

He never thought Spider-Man's transformation would affect him this way. But seeing that merciless smile on Spider-Man face, and the feeling of those hands squeezing the very life out of his body, something that the Spider-Man he knew what never do. It left Flash trembling, and finding it harder to breath. He wasn't scared of Spider-Man...that would be crazy...but still...

It startled him that was all.

But besides being freaked out, Flash felt like a complete failure. He couldn't help Spider-Man; he did nothing to ease his idols pain. He instead almost got himself killed. And the pure agony the hero had displayed, writhing on the ground as arms sprouted from his sides like freaking plants, and there was nothing Flash could've done.

Nothing.

That feeling hurt the most, that bone crushing disappointment and regret that left his chest constricting and his eyes stinging. NO! He mentally scolded himself, angrily wiping away the unshed tears, which upset his still healing ribs. How could he be crying like this right now, he needed to man-up. He could take this, he'd be okay.

The symbiote crept up, covering his bandages and face, as his familiar venom costume appeared. Agent Venom felt himself relax, and he sank a bit farther into the bed, pulling the blankets up to his chin. With his mask on, Agent Venom didn't feel so vulnerable. He felt stronger, like how heroes are supposed to feel.

But even with the comfort of his symbiote, he still couldn't bring himself to turn the lights off. Call him childish, but the creeping thought of Spider-Man creeping in the shadows to where Flash slept, hands out and ready to finish what he almost accomplished. He had Agent Venom's heart racing fast, and his hands would shake slightly.

So he kept it on, and lay down and tried to go to sleep.

But that cruel smile haunted his thoughts as soon as his eyes would close, and he suddenly found sleep not such a great idea anymore.

Nick Fury was looking over the monitors displaying the current place all the healthy heroes were. He watched the Avengers fret, Agent Venom squirm as he stared at the ceiling, at the teen heroes who were in their dorms, laying on their beds in complete silence. That was nothing he never thought he'd see, or hear.

Which only told him how desperate this situation was-or becoming.

The director paced in his office, every suspect to who did this going through his brain. He had a couple of key-suspects, but it still needed to be proven. Right before the attack, the cameras were hijacked and the best experts at S.H.I.E.L.D were working to recover the missing footage.

It would help with figuring out who did this.

But on other matters, Nick Fury needed to figure out what to do with the infected heroes. He couldn't handle another breakout like Spider-Man, not even with any of the other sick heroes-especially if two or more were to escape together. One was hard enough, two just seemed impossible.

Nick couldn't bring them aboard the tri-carrier, if they did somehow escape again, they could ruin the mega-ship and send it spiraling into either New York, or the sea. Both would end up taking away the lives a more than a dozen people, and the infected heroes could get loose inside the city. So that was an immediate no.

He debated on moving them to a facility, secluded away from civilization and surrounded by forests or jungles. But, once again, the heroes could escape and it would be near-impossible to find them. So that one was sketchy.

Any means of transporting them could end badly, whether it was on land, or air.

So far, S.H.I.E.L.D Academy seemed to be the only reasonable location for them at the moment, it was a solid, metal structure, surrounded by water, away from the city.

Still closer to New York than Nick was comfortable with, but for now, it'd have to do.

But he still needed to figure out a permanent place for them, somewhere where his agents and scientists could work without interruption for a cure. It would be hard, but Nick has handled situations like this. He could do this.

His thinking was interrupted as his communicator beeped to life, Coulson's face was on the screen and he was holding an ice pack to his head. "Agent Coulson." Nick addressed.

"Director Fury, Sir." Coulson replied, "Dr. Connors asked me to get you down to the sick bay, its urgent." The agent looked a bit hesitant, and he grimaced as he shifted the ice pack.

"What is it?" Nick asked.

"Some of the kids want to talk to you, and their refusing to talk to anyone else." Coulson replied. Nick raised an eyebrow, but nodded. "I'll be down there soon." He said, and turned the communicator off. The director straightened his trench coat, and kept his gun handy in a pocket, before heading toward the sick bay.

He made it in no time, weaving in and out of the crowds till he spotted Dr. Connors who was typing into some machines connected to Squirrel Girl. Nick came up to him, "Dr. Connors." He acknowledged. Dr. Connors nodded at Nick Fury, and quickly finished typing into the machine.

Connors then turned to him; a grim expression had become permanent on his face. "All of the kids are requesting to see you." He bluntly informs the director. "What about?" Nick asks.

"They heard about Spider-Man's transformation, as well as his escape. Their all freaking out, worrying that the same thing is happening to them. Soon they all started asking for you, I denied for a while but they've gotten a bit riled up. So..." Connors trailed off, rubbing his eyes tiredly.

Nick Fury put a hand on his shoulder, "Go get some sleep, everything will be taken care of down here." He said.

"But Sir-" Connors quickly interrupted.

"That is an order." Nick told him sternly, and Connors nodded. He looked slightly relieved, and went to walk away. "Alright, but as soon as I'm needed I'm coming back." He said, before disappearing into the crowds. Nick Fury knew how tired the man was, he deserved some sleep.

Besides, the scientists needed to be at the top of their game if they were to take down this virus and find a cure. A well-rested Dr. Connors was more important than an exhausted one. Once Nick was sure the one-armed scientist was gone, he walked to the closes patient he was to.

Which was Squirrel Girl, who had her eyes shut tightly and was gripping her blankets painfully in her hands; Nick pulled up a chair and sat next to her bed. At hearing it, Squirrel Girl grunted in pain and slowly opened her eyes. Relief flooded her system once she saw him, and her grip on the blankets slackened slightly. "Director Fury..." she whispered, before groaning again and clutched the blanket with full strength once more.

Nick looked at her, and gave her a comforting hand on the shoulder. The director was one of the best of the best; he could give speeches, pep talks, and orders like a pro. But when it came to comforting kids, especially while in pain, wasn't exactly his forte. But Squirrel Girl didn't seem bothered by the contact, so Nick figured he was doing something right. "You wanted to talk to me." Nick said.

"Y-yes," Squirrel Girl stuttered, shutting her eyes to try and ignore the pain. "W-what's goi-ng to happen to u-us." She asked through grit teeth.

"Excuse me?" Nick asked softly, not quite understanding. He thought they knew what was happening to them; Dr. Connors said that was why they were requesting him. Did they want to hear it from him? Or...

Squirrel Girl sighed in impatience, "What a-are you goin-ng to do ab-about us? The inf-fected?" she asked, and shifted her position to something more comfortable. "Ar-are we going t-to be caged up?"

Nick sat back in his chair, as he searched for a response. She wanted to know what is going to do about them, where he was putting them until they got better. The very thing he had been thinking about in his office. These kids were in as much pain as it was, and he didn't want to lie to them. But he didn't want them to panic, or completely give up. So he said, "No, you're not getting caged up. You're going to stay here until you get better. Now go to sleep."

"B-but-" Squirrel Girl started, but she was interrupted by another wave of pain and she cried out and curled herself up into a tiny ball. A nurse ran over and injected Squirrel Girl with some painkillers and some liquid that would help her sleep. Nick got up, and moved on to the next patient.

Which was Zabu, the sabre tooth couldn't talk, but Nick could have sworn it looked relieved to see him. His eyes were droopy from all the sedatives and painkillers, and he whimpered on Kazar's lap while the jungle kid stroked his head comfortingly. "Hush brother," Kazar soothed, "I won't leave your side." But the sabre tooth paid him no mind, and looked at Nick with an almost pleading look. He too seemed to ask a silent question: What's the plan? Which Nick thought was insane; this was an animal for crying out loud.

Kazar noticed Nick, but didn't look up to acknowledge him. "His mind is beginning to break," Kazar said, still petting his animal brother. "It won't be long before..." but he trailed off sadly, and hugged his brother softly, thinking about what he heard about Spider-Man. Zabu whimpered again, and nuzzled into Kazar's arms. The cat's claws were protruding from his paws, digging into the bed and almost getting Kazar.

Zabu would look at Kazar worried, and try to retract his claws. But it was like they had a mind of their own, the big cat could feel his mindless side coming through, and it wanted to rip everything to shreds. Including Kazar and that feeling made Zabu tremble. He would never hurt Kazar, yet that feeling remained.

As comforting as his brothers embrace was, Zabu wiggled out of it while yelping in pain every once in a while. "Zabu-"Kazar questioned, and reached to touch him. But Zabu snarled at him, with such ferocity that the cat surprised himself. Kazar retracted his hand, but seemed to understand. And so did Nick.

"Go back to your dorm;" Nick told him, "Zabu will be okay here." Kazar nodded sadly, and gave his animal brother one last look, before leaving. Zabu watched him, tail twitching sorrowfully as he did. Once Kazar was gone, Zabu looked at Nick once more, snarled lowly and curled back onto the bed and whimpered.

Nick moved on to White Tiger, this time the feline was awake, but she was agitated. She was stubbornly sitting up in her bed, blanket and-pretty much everything near her was shredded. She snapped at a nurse who was fruitlessly trying to get her to lay down, Tiger snarled (exactly like a Tiger) when the nurse tried giving her some sedatives. "I'm not going back to sleep!" Tiger spat, "Not until I see Fury," her voice was angry, and hurt. It quivered and shook, but she stubbornly refused to stammer or stutter from the ravishing pain that tormented her body.

When she saw Nick, her stance didn't relax but she did stop from almost clawing at the nurse. White Tigers mask was off, and the girl beneath glared at Nick. She obviously was getting close to the point when Spider-Man started going off his bonker, which needed to be fixed soon. She grimaced, and wrung her hands together with jerky movements. "Fury," she all but growled.

"Ava," Nick calmly replied. Tiger winced slightly, her hands fluttered over to her mouth subconsciously where it started throbbing heatedly. But after realizing what she was doing, she forced her hand back down. White Tiger was a fighter, a warrior. She couldn't show weakness, she needed to stay strong. Even now, as her body pulsed with hurtful sensations, she could feel the tiger side to her. It could feel her pain, but it could also sense how weak her body was.

Tiger trained all she could to make sure the wild side to her didn't take over, the animal instincts that wanted to run, hunt, and kill. To survive. She couldn't allow it to take over, to own her body. They needed to learn to be one, not one to be dominant in the body. But right now, the tiger pushed her inside, and Ava had to seize control and fight it off. But she was losing her strong will, and after hearing about Spider-Man, Ava knew it was only a matter of time before she too lost control.

Ava took a stuttering breath, and closed her eyes, before slowly opening them. "What's the plan?" she asked. Her gaze never wavering from Nick's, "What are you going to do about us?" she said. Nick didn't answer, as he thought of something to say. He wouldn't lie to Ava, she'd see right through it anyway.

As if sensing his internal conflict, Tiger took a deep breath and lay back down in her bed. She grimaced with her eyes closed, and hastily rubbed her aching fingers. "You have to leave." Tiger told him. "Or we do. Until you guys find a..." she paused as she was struck with nausea, and waited for it to pass. "-find a cure." She finished, while swallowing hard. "You have to," she suddenly growled, a fierce, and unreal look in her eyes. She snarled, deep in her throat as her claws grew from her fingertips again. "I know what happened to Spidey! I know that's what's happening to all of us! I don't want to turn into a monster; I don't want to kill anyone! YOU HAVE TO FIX THIS!" she ended with yelling, her body tensing, as if ready to pounce.

Nick shifted into a comfortable position, and he nodded to try and not rile her up any more. "I'll see what I can do," he told her. Tiger growled again, but allowed herself to relax. "Okay," she whispered her voice soft and hurt once more. "I-I trust you." The nurse hesitantly stepped toward White Tiger again, and held up the sedative needle.

White Tiger looked at it distastefully, but nodded.

Nick moved on, to Rhino. The medical beds were much too big to hold him, and none of the needle worked on his thick hide. So the doctors were forced to put him in a reinforced and gave him sedatives and medicine through gas or drinking. But Rhino was restless; her growled and grimaced in pain, shaking his head as if trying to shake away whatever was happening. This visit was the same as the others, Rhino asking him what he was planning, and telling Nick that either they needed to leave, or the infected needed to be contained. And once again Nick told them he'd do something.

It was the same with Triton as well.

Each kid was looking worse and worse, some were beginning to bleed-whether they inflicted it upon themselves or not. They were pale, sweaty, and clammy and their behaviors had escalated toward aggressive levels. Nick still wasn't sure what he was going to do, but he would admit-they all made sense.

He needed to act soon, and fast. And they needed to be in a secure location. Maybe he could-no....then again-nah, that wouldn't work either. Nick was getting frustrated.

But he had attended to all the requests he was given by the infected, and now he can go back to his office to figure something out. Time, though, just was not on his side. A doctor ran up to Fury, stopping before the director to catch his breath. "Sir *pant*Spider-Man as *heave* asked to see you." He finished.

"He's awake?" Nick questioned, the doctor nodded. "And he's acting normal."

"For the time being," the doctor replied, "which is why we must hurry." Nick nodded, and they hurried through the sick bay. They arrived at another confined room, though more secure then the last time. Spider-Man was back on a medical bed, strapped down once more. Only this time, the straps were thicker, sturdier, and strapped down his ankles, knees, thighs, hips, chest, wrists, elbows, and head.

The machines were around him, marking every hitch in his breath and shiver of pain. Spidey wasn't able to turn his head, but he sighed in relief when he saw Nick out of the corner of his eye. "H-how's Flash?" was the first thing he said.

"He'll be fine, bruised; a bit startled-but he'll live." Nick told him.

"T-tell him I said sorry." Spidey wheezed, and Nick nodded. "Please t-tell me your l-leaving."

Nick raised an eyebrow at him, "I was told you wanted to talk to me." Nick reminded calmly. Spider-Man tried shaking his head, but the straps restricted that movement, and he groaned. "N-no, I mean a-are you leaving the Aca-ademy. It-t's not sa-fe here." Spider-Man corrected.

"Leave that to me," Nick told him, "I need you focusing on getting better."

"P-puh-lease," Spider-Man chuckled dryly, even sick and in pain he was sarcastic. "You know I c-can't stop that f-from happe-ening again." That, as in turning back into a rabid, blood thirsty monster. There was no denying it would happen again, it was only a matter of time. Something that neither of them had much of.

Nick put his hands behind his back, and took a step forward. "You're going to have to trust me." Nick told him. Spider-Man shifted his position as much as he could, he winced slightly and his fingers twitched uncomfortable. "T-the Academy is the on-only safe pl-ace me and the o-thers can be." Spider-Man noted, "I've been thinking a-about it, while I-I'm still sane." He chuckled humorlessly to himself again. "T-there's nowhere el-se we ca-can go." Nick didn't say anything. "You h-have to leave, j-just leave us here."

"Even if I did do that," Nick interrupted, "Whose going to watch over you guys, and make sure you don't rip each other's lungs out?"

"Me." Spider-Man told him honestly. "I-I'll watch o-over them." He swallowed hard, "I will." Nick was quiet again, staring intently at Spider-Man. Even though his voice shook and trembled, it was still toned with determination and honesty. He honestly believed he could watch over his infected comrades, even in his own sick state. It was almost impressive.

Nick kept his hands clasped behind his back, "We'll see," he said. Spider-Man offered no reply, he was breathing deeply, his chest raising so high the binds would constrict. Nick took that as his leave, and turned to walk out. But before he could make it out the door, a soft voice asked, "D-did he have family? That A-Agent I killed."

Nick didn't turn around, "I don't think-"

"Did he!"

"...a wife, and kid. The kid is engaged to be married in two months." Nick replied, back still turned. He heard a quiet sob, but knew Spider-Man needed it. He needed to know what he's done. "I'm sorry," Spider-Man whispered, and Nick could practically hear the tears.

He nodded, "I know," he said, and walked out. He turned to one of the doctors monitoring Spider-Man, and grabbed his arm and whispered in his ear, "Update me on his condition every hour."

"Yes Sir," the doctor said. Nick walked out of the sick bay, quietly glancing at the sleeping, and writhing forms of his teen heroes. Once he left the sick bay, Nick knew what he needed to do. He walked along the halls, toward the debriefing room while activating his communicator. He said into it, "Avengers, meet me in the debriefing room. Now." And turned it off without another word.

When he got to the debriefing room, where Captain America was still sitting, he took his respective place at the front. Cap didn't say anything; he simply leaned back into his chair, arms crossed over his chest. They waited until the Avengers streamed in, first Black Widow, then Hawkeye, Falcon followed by Iron Man, and lastly Hulk. They all sat down, besides Hulk, and waited for the meeting to being.

"So what's this about?" Tony demanded, "I was trying to focus on a cure."

"Calm down Tony," Falcon said. "Besides, all you were doing was pacing in the lab."

"I was thinking,"

Cap shrugged, "Let us here what he has to say." He said. They all looked back at Nick; he looked back at all of them in turn. The director leaned forward so that his hands were clasped on the table, "I'll get straight to the point," Fury said, "We're running out of time. Even with all the resources and people trying to find a cure, it won't be soon enough before another incident like Spider-Man's escape happens. Most likely more than 1 escaping this time, and I think we can all agree that we don't want that. Correct?"

They all nodded, "So what do you plan on doing?" Hulk ruffed out.

"Yeah," Hawkeye agreed, "What's the plan Fury?"

Fury leaned back in his chair, "We leaving the Academy," he told it bluntly. The others were shocked still for a moment, before Tony coughed loudly in his hand. "Correct me if I'm wrong, which I never am, but; did you say were leaving the Academy?"

"Yep," Nick confirmed. Hawkeye looked at them in confusion, "Wait, what do you mean were leaving? As in, your moving Spidey and his sick pals or..."

"As in were leaving Spider-Man and his sick comrades here, and were abandoning S.H.E.I.L.D Academy" Nick said. There was an immediate uproar. "We can't just abandon them like that!" Captain America stated.

"Their sick, we can't leave them here!" Falcon agreed.

"What, you can't find a cure, so we turning tail and running!" Tony demanded angrily.

"Whoa, whoa, whoa," Hawkeye said, waving his hands in a time-out gesture. "We doing what now?"

"Fury Sir, I don't think that's a good idea." Black Widow disapproved.

"I'm not leaving!" Hulk stated, clenching his fists tightly.

Nick Fury waited until they calmed down before he continued, "We not completely abandoning them. We are moving our research to the tri-carrier, where it will continue. From there I'm manually locking down the Academy, which will safely secure Spider-Man and the others from harming anyone else. So far, the Academy is the only safe place they can be, but we can't stay here in case there is another escape from them. I don't need any more deaths here. But I won't be leaving blind, the cameras here will remain active and we will use them to keep an eye on the infected. So far from what we can tell, the chemicals aren't fatal, only mutating them. So we'll observe from the outside, and set up tech that can measure the health spikes in the infected. Once we find a cure, I'll send a team in to distribute it to the infected, and hopefully figure out who did this in the first place. I know this isn't the most desired solution, but it is our only option." Nick finished.

The Avengers listened quietly, taking the information in. They didn't want to admit it, but it made sense. The Academy was the only safe place for them, for both the infected and civilization. But they still didn't like it, it felt like they were giving up on them. Leaving them to a sealed fate. "It was the infected who wanted this," Nick added, "It was their idea."

There really was no other option. "Fine," Tony growled, before stalking out of the room. Falcon didn't say anything, and followed Tony out.

"I still don't like it," Cap said, "But if it's the only way..." he trailed off sadly, and he too left.

"Yes Sir," Black Widow said, but her expression said everything else: If this ends badly, there WILL be blood spilled. And she left to continue training. "This better not backfire," Hawkeye grumbled, and hurried out.

Hulk glared at Nick, before sniffed and walked out. Nick knew what he was thinking, he didn't need to say anything. Nick was soon left in the debriefing room, it went pretty well. Probable one of the quickest meetings he's ever had with the Avengers, but it could've gone worse.

Now, all he needed to do was load up all the research they've conducted, board the scientists on the tri-carrier, and lock down the Academy. He sighed tiredly, wishing he could take a nap.

But, sadly, when you're the Director of S.H.I.E.L.D, you don't waste time. Now Nick needed to tell the remaining Ultimates, and New Warriors. What fun that was going to be...