Hey peeps, it's not-of-this-profile author here,

I just wanted to let you know that the time in this one-shot is really weird.

Miles is there, as is Flash and Amadeus AND the New Warriors, but Ben already 'left'. Also, only the Ultimate and Miles know about Peter being Spidey.

Just wanted to let you know before you start reading this.

Also, a great 'thank you' to the owner of the account for letting me write this for her. It has opened many floodgates of inspiration, so I'm very grateful for that. One message of "Anyone want to write angsts fluff?" and boom, here we are.

This was really fun to write. It's 11,888 words long (BOI) and took about a month to put together. Many, MANY hours of frustration, tears and squealing. (Mostly squealing because of all these cinnamon rolls.) I poured my heart into this.

I hope you'll enjoy!

(And here is me! OfficialUSMWriter, just popping in to express my utter delight to reading this! :D Thank you so much for writing it! Cartara! I enjoyed it immensely!

I hope you all enjoy it too!)

"The Siege Perilous," Robert Frank said gesturing to the image of a red crystal as it appeared on the big screen. He walked farther into the classroom, away from the screen, between the students, his hands behind his back as he kept talking. "Quite a dangerous artifact. It has the potential power to open portals to parallel universes. For as far as we know, the stone is as ancient as the planet, and therefore quite the mystery..."

Silence lingered in the air as he let a dramatic pause fall, the students captivated by the stone.

"Now––" he walked back to the front of the class–– "The Stone requires a lot of energy to function properly, and thus needs extreme sources of electricity. Be it Thor's hammer or Electro. I'd suggest if you ever find yourself in need of using the Siege Perilous, don't ask the latter. This has caused problems before..."

He gave a look at the responsible person, who shrugged. "But I fixed it!"

"Indeed you did, Spider-Man. Indeed you did," he sighed. "You may think this is the only way to travel between dimensions, but many more exist. For example." He pulled up the image of a headline with a picture from a year or so ago. "Doctor Strange is able to make windows between dimensions, portals when enough energy lingers around long enough to be used."

"But doesn't that mean he needs energy from a previous portal?" Nova had asked the question before his hand was even fully in the air.

"Desperate to prove himself much?" Power Man whispered to nobody in particular while he crossed his arms and let himself slide down his chair into a half-upright position.

"Now now, kids, don't go about pestering each other," Mr. Frank said as he gestured to Sam. "He's asking the right questions. You are correct, Nova. The Doctor would require a previous portal, but he is still able to make one.

"Now, the Siege Perilous is able to transfer objects, energy, and people through its portals. One of your fellow students is one of these cases."

Kid Arachnid waved his hand around like he was a queen and gave a small bow. "Thank you, thank you..."

"However, having two of the same in one dimension may cause 'rips' or black holes to appear; the 'problem' we talked about earlier. This makes the Siege Perilous a weapon for anyone who wants to destroy a universe, and that makes it a security risk for us."

Dagger's hand slowly rose. "Kind of a late question, but when you say 'parallel universes,' does that mean they're different? If yes, how?"

"Good question as well. The rest of you may learn from this, so don't sleep," Mr. Frank said as he whizzed past Agent Venom, who had fallen asleep somewhere during the lecture. After a startled "I'm awake!" Mr. Frank continued. "We know from experience there are many different universes. Vampire, futuristic, medieval, robot, gender-swapped..." Mr. Frank carefully eyed one particular teenager, who gave him the tiniest of a nod. "...evil-good swapped universes."

Murmurs echoed through the class.

Mr. Frank gestured to Kid Arachnid. "This lad may be able to tell you more later, but––" the man, formerly known as 'Whizzer,' was cut off by the mechanical bell ringing through the classroom, "class has ended. You are dismissed."

_______________

"What's it like?"

"What?"

"Traveling between dimensions," Amadeus Cho clarified as he fell in step beside Miles. "I mean, assuming it exists..."

"Oh it exists," Miles chuckled humorlessly as he came to a stop at his locker. "Believe me, it's like Coney Island, but worse," he said as he grabbed a refill for his web-shooters. "Your body gets flung all the way around, there's zero gravity and you're kind of... torpedo-ing through a tunnel made of orange, purple, pink, blue and red lights." He closed his locker again as he turned around. "I'd say it feels like a wormhole."

"And you know how that feels, because..?"

"I nearly got sucked into one," he shrugged as he started walking again.

The Iron Spider suit activated its metal arms to get in front of Miles. He ignored the rest of the teams standing in the hallway as he kept prying. "You mean the 'problem' the Whizzer talked about? I thought that was Spidey's fault."

"Who's talking crap about Spidey!?" Agent Venom exclaimed as he broke free from the teams to point an accusing finger at Cho. "My natural Spidey Sense is tingling."

"That only works on danger, right?" Squirrel Girl asked as she handed a nut to Monkey Joe, who chittered along with her.

"It does! I'm talking about my 'Someone's-Talking-Crap-About-Spidey-Sense'." Flash looked through the teams of teens, all staring at him. "Where is he, anyway?"

"Said he needed to take care of something," White Tiger explained. "Don't know, don't care. We have class."

"Battle tactics from Cap again? I can't quite handle any more 'valuable life lessons'," Power Man complained out loud as they all started moving.

"I would be careful, my friend. Lessons in battle tactics may seem unnecessary, but often prove themselves in the heat of the moment."

Luke shot Danny a funny look. "Like I'm gonna remember to turn my feet in the right direction when I'm about to punch someone in the face," he laughed as he hit his open hand with a fist. "As long as I hit someone square in the face, I'm good."

"I fear more for the "Extreme Circumstances" classes," Triton shivered. "I am not able to say I quite enjoy 105 degrees and sand sticking to my skin."

"Agreed."

"I'd say we're always faced with extreme circumstances while we're here. Aren't we, Zabu?" Kazan asked his feline brother rhetorically.

"I bet "Jungle" is more of your caliber," Nova sighed.

"At least you don't have to train without your weapons," Amadeus complained. "I have to have special classes because I might be without my tech!"

"Sucks to be you, then," Miles laughed.

"I happen to be––"

"Seventh runner-up in smartest people on the planet, we know, Iron Spider. You have told us," Cloak interrupted him. "You may not notice our mannerisms, but we notice yours."

"What do you mean?"

Cloak was suddenly on his left. "I teleport away as soon as you mention 'brain', birdbrain." He teleported back beside Dagger again, who snickered at the mad expression the armor held.

"Now now, students, don't bicker."

Captain America stood in the center of the training room, smiling at the teens slowly trudging into the space. They formed half a circle around him, mentally (and physically) preparing for both the lecture and the training.

"Why the negative mood, soldiers?" he asked as he saw their frowns.

"We have had class all day and we're tired, sir," Squirrel Girl explained, trying to hold her yawn. She smiled tiredly at Monkey Joe, who offered her a nut.

"I haven't eaten in hours," Power Man piped in, receiving murmurs of "Same" and "I'm hungry".

"Class all day, huh? Wouldn't director Fury do something about that?"

"Well, sir, after the whole thing with Hydra Island and the Siege Perilous, they're on their toes. They want us ready," White Tiger replied. "But training never hurts, I guess."

"Yes it does."

"Not in that way, idiot."

Steve smiled at their familiarity with each other, thinking of old times. "I'm sorry students, but I will have to give you this lesson..."

He frowned and looked at the teens. "Where is Spider-Man?"

"He is busying himself with directive matters, Captain."

"Thank you Iron Fist," he replied absently. "But he is not allowed to take care of those during class. I'm afraid I'm going to have t––"

"I'm here!"

Spider-Man swung into the room, muttering a quick and sarcastic "Thanks" to whoever he had been talking to on the comms. "Captain America, sir." He saluted. "I would love to be here, but Strange called and said he needs me. He sounded quite... occupied, if you know what I mean. Could I go check it out?"

Steve frowned at the fidgeting and impatient teen. He was aware of the normally moving demeanor and talkativeness of the spider hybrid, but he seemed... particularly distressed, at the moment. And he would not lie to Captain America even if his life depended on it. Now when it came to others' lives... Maybe what Strange had told him was really important and his life depended on it, and he needed to go. Now.

"Of course, Spider-Man. Keep us posted."

"Thanks, Cap! Good luck with the training, guys!" he yelled as he shot a web at the ceiling and swung himself into the halls, the grand doors closing behind him as he went.

"Liar."

Steve smiled at Nova, who was visibly pouting. "And just for that, you're up first, Nova."

______________________

Spider-Man swung high above the ground, jumping from shadow to shadow. He ignored the Daily Bugle spouting nonsense about him as he crawled over J. Jonah's face (ew) and shot another two lines of web fluid, catapulting himself over a building. He landed on top of it and ran to the other side, where he perched himself on the ledge.

From the opposite side of the street, he looked slightly down on the Sanctum. The window with strange (heh, get it?) patterns was dark, indicating no one was home.

Or so it seemed.

Spidey knew better than to judge whether the lights were on or not. Some of his enemies had either night-goggles or night-vision, so the lights didn't matter in the case.

But then, the setting sun provided enough light, he realized.

As he crept down the wall, he replayed the message again in his head. Strange was casting spells as he talked to Peter, saying he needed him ASAP. Peter had no time to ask who was attacking him because Strange had said only Spider-Man could stop the enemy attacking before the connection was lost and only static remained.

He shot a line to zip himself to the other side of the street, where he landed in a crouch in front of the door. He stood up and looked at the handle. Should he just..?

Against better judgment, he turned the knob and opened the door, quietly quipping, "Room service. This is your cleaning lady."

He closed the door behind him and looked down the hall. "Hello? Doctor Strange?" He slowly put one door in front of the other, knees a tad bent and fists slightly raised as he turned both his head and body to look around him for signs of any danger. "Mystery attacker?"

A spell was cast.

Peter turned towards the sound and crept into the living room. He ignored the "tree" in the pot (he still hadn't forgiven or forgotten about the Christmas decorations) and looked around him. "Hello?"

Another spell.

He turned his head towards the sound and groaned. "Seriously? That room? I'm not supposed to go in there! Look where that brought me last time!"

But then, Strange might be in danger...

Decided getting scolded by Strange was better than letting him get in harm's way, he carefully opened the door, squeezing one eye shut. "Don't be Mysterio's daughter please..."

He opened both eyes as he saw... nothing. The artifacts were in the same place as last time, and there was no one there. He relaxed and let out a surprised "Huh" before shrugging. "Whatever it was, Strange dealt with it." He turned to leave, but the sound of someone walking towards him made him hesitate.

"Or it dealt with him."

Peter froze in the doorway, his body not responding. Nightmares flashed before his eyes as he was reminded of painful experiences. "That voice..."

"Reminds you of your own?"

Peter slowly turned around to face the arachnid from another dimension. His extra limbs supported him, making him hang a good six feet above the ground. In his right arm, he held Strange by his cape. "Looking for him?" he asked as he shook the Sorcerer Supreme, making him grip harder at the fabric.

"S-Spider-Man," Strange managed to croak out.

"Let him go!"

The big red goggles seemed to amplify the sickness in his tone. "It appears your Strange is not as capable as I thought."

"He is the most capable wizard I've ever seen," Spider-Man gritted out, clenching his fists together as he got in a defensive position.

"Sorcerer."

Spider-Man refrained from rolling his eyes. "Whatever you say, Strange."

The Peter Parker from another universe fake-pouted. "You banter like family. Say Strange, are we related?" He held the Sorcerer higher so he could look him in the eye. "Oh don't look so confused, Doc. You know I'm him from another universe. Quite young to play hero, don't you think?" He turned him again so he could look at Spider-Man.

'I'm not that young...'

"I think this lovely reunion has taken long enough. Let's say we wrap this up."

Spider-Man shot a web-grenade at the evil arachnid's face, making it explode in his face. He was so startled by the sudden attack, that while panicking, he dropped Doctor Strange. Spider-Man was quick to react and shot a strand at the falling Sorcerer and retracted it immediately, making him fly towards him. Peter caught him...

And ran.

With the 'wizard' on his back, he ran out of the Sanctum and shot a web at the building across the street. He swung them up, ran over the roof and jumped to a nearby skyscraper. As he crawled over the glass, he asked, "Doctor Strange, would you mind telling me why my evil self showed up?"

"I was trying to clear the universes of any traces of the Seige Perilous," said man coughed out. "I must have accidentally stored the collected energy back into the stone, making it 'overload'. It crumbled and exploded right before my own eyes." He grunted as they landed on another tower. "All of a sudden, that... person showed up. He was confused at first, but as soon as he saw me, he asked about you."

"I'm flattered," Spider-Man deadpanned.

"When I said you weren't in the building, he attacked me. I must have panicked and called your communication device. Your name was in my head, so I must have mentally called you. I am most terribly sorry."

"It's... fine, Doc," he answered as he shot two lines of webbing, making a catapult. "Hold on."

"Please refrain from doi–– oh no."

As Spidey flung through the air, Strange's hold on the arachnid slipped, sending him plummeting to the ground. As a strand of webbing caught him before he could hit anything or catch himself and he was pulled up to the roof of a building. "Sorry, Doctor Strange. I'm not used to having anyone on my back, piggy-riding me."

"Don't say that ever again," Strange slurred as he tried not to throw up. "Tell me you have a plan A, or B or C, I don't care."

"I have a plan A!" Spider-Man exclaimed defensively. "Step one was to escape, step two was to get to the Academy and step three was getting the teams to join the fight."

"And risk your identity."

"The teams wouldn't betray me," Spider-Man answered, gritting his teeth. "Not again..."

Strange shot him a pitiful look.

"You thought you could escape!?"

Strange looked from approaching evil arachnid to Spider-Man, whose lenses were widened. "You do have a plan B, don't you?

____________________________

Nova crashed down into the panels of the floor, groaning.

Steve stood in the center of the room, not breaking a sweat, and caught his shield with his left arm without looking. "And that is why you twist your foot in the right direction before attacking."

Luke grimaced.

The bell rang through the training room, signaling them that the end of the last period of the day had ended. The teens tiredly plopped down, groaning and letting out sighs of exhaustion.

"Imma sleep here, g'night."

Steve smiled, but the happy expression faded as his comm beeped. "Tony? What is it?"

"Steve, there's a Code... I'm not sure. Pep, what code!?" The device only whirred for a second before Tony replied, "Code Brooklyn."

"I'm on my way."

He turned off the comm and said, "Go to your dorms, eat, and get some rest. We have exercise in the morning as well." Steve stepped over the bodies sprawled out on the floor and ran into the halls, yelling that he needed a jet ASAP.

"Couldn't that code have been an hour earlier," Sam complained as he stood up, stretching his back.

"Codes are never a good sign, Nova," Ava commented. "Like our code for when a specific teammate's in danger."

"CODE DADDY LONGLEGS ACTIVATED."

The alarms blared through the comms of each team member, giving off a blue and red light. They all stared at their respective 'watches' with both surprise and horror.

"You jinxed it!"

"Did not!"

"Perhaps we should be of assistance of the Spider-Man?" Triton dryly said, shrugging. He motioned for the others to follow as he sprinted out of the room, following the location his device provided him with.

The rest of The New Warriors followed, along with the Web Warriors and Ultimates. They all sprinted through the halls, ignoring the stares of the oblivious SHIELD-Agents. It was not every day one saw teens running for fun.

"Whoever's last has to pay!" Nova yelled as cover as he powered up and started flying.

Though the rest knew it was fake, they sped up even more. The doors leading to the outside opened for the heroes, giving them a beautiful view of the sunset, even though the New York skyline was behind them.

After looking around the deck and not seeing their beloved leader, Ka-Zar said, "Zabu?"

Said 'cat' sniffed the ground, looking for a trace of smell.

"I thought creatures called 'dogs' were the ones doing the seeking?" Triton quietly asked Squirrel Girl, who shrugged.

Her eyes lit up as she got an idea. "If cats can do it..." She chittered for a bit before the place was suddenly crowded with squirrels, all looking at Squirrel Girl. "Search!"

The superhero stood proud, smiling at her gaping teammates. "What?"

"Exactly how many of those are on the island?" Iron Spider fearfully asked as he looked at the small creatures running around the deck.

"I'm not sure, but there's lots of them!"

"The more, the merrier," Iron Fist said, and somehow, he made the general expression sound philosophical.

A surprised and startled scream shook them out of their conversation, their focus completely on the sound. They looked at the stream of squirrels running towards them from one direction.

Some of them seemed to be fine, while others had... webbing attached to them?

"Spidey did that?" Kid Arachnid asked, not believing what he was seeing. He watched how Squirrel Girl crouched down and carefully plucked the artificial webs out of the tail of her pets. "He wouldn't."

"Spidey'd never harm Monkey Joe," Agent Venom said as he took said squirrel from the ground and started plucking out the webbing out of his tail as well. "Or any animal for that matter."

"Ah, but Spidey didn't do anything."

All three teams sprung into defense stances, squirrels long forgotten, forming a tight blockade in the direction of the voice. They didn't see anyone because the sun had just gone under, but the sickening laugh was enough proof.

Amadeus suddenly jumped into the air and caught something in both arms before he landed on the ground again. He retreated until he was at the back of the defense before looking at who he had caught. His repulsors barely provided enough light, but his facial recognition feature (which he had uploaded into his system a week ago) was working like a charm. "Doctor Stephen Strange?"

"No way," he heard Miles mutter.

"Don't you like the gift? I'm sure Kid Arachnid can appreciate the gesture. I brought you the one who made sure you could say goodbye to your own mother!"

Miles gritted his teeth. "Don't be a coward and come out! We'll make sure to return the favor with a K.O."

"Ah-Ah-Ah," the figure scolded, "you don't have two people to knock out. That means it's not fair play."

"Where is Spider-Man you creep!?" White Tiger demanded of the looming shadow of a person.

"Aahhh, White Tiger, straight to the point, as always." The figure seemed to put a hand to his chin as if he were thinking. "Tell me this; aren't points and scores all you care about besides your beloved amulet?"

Ava's hand subconsciously traced the outlines of the artifact. "How do you know that?" she yelled.

"I know everything about all of you. That is if this universe is somewhat the same to mine."

"If you're from an alternate universe, how did you get here?" Dagger asked. "Strange wouldn't have been enough, you would've needed––"

"The Seige Perilous. I am quite familiar with the stone." The figure moved around the teens, making them have to turn to keep up their defense. He climbed on top of the tunnel like entry the heroes had just used and remained in the shadows. Looming over the teens, he said, "Ah, good old times I never had. This universe is kind of nice. Too bad I'll have to destroy it, don't you think?"

The 'hangar' door closed under his feet but the figure wasn't startled.

"Trying to make sure I don't enter?"

Amadeus Cho put down Doctor Strange and grinned within his mask. "That's not the only thing I'm doing."

The lower lights pointing at the Academy suddenly turned on, blinding the figure temporarily. He immediately jumped up and stuck himself to the windows, out of the hard beams of the spotlights. "Insolent fools," he muttered hard enough for everyone to hear.

"You're a spider," Cloak commented.

"Sherlock," Nova exasperatedly sighed, tired of not knowing what was going on. "Look, I like your aesthetic, but this just isn't working for me. Care to help out?"

"I suppose."

The first thing that came into the light, was the end of one of his extra limbs, startling the teens. Another 'leg' came into view before dangling legs wearing combat boots were also visible.

"This is taking too long, bro," Luke sighed.

Amadeus looked from left to right with his helmet, entering codes and commands as he did so. "Working on it."

All of the lights pointing at the Academy turned on, revealing the figure.

Four powerful limbs sprouted from his back, holding him in the air. His legs hung under his body in a controlled manner while his hand shielded his eyes from the lights. His other hand held on to something...

"Spidey!"

Spider-Man was being held up by the spandex covering his shoulder blades, the red spandex cutting into his skin uncomfortably.

The figure holding him up shook him a bit. "Looking for this one?"

His limbs all dangled under the rest of his unmoving body, swaying with the movements of the figure holding on to him tight. His head was resting on his chest with his chin, white lenses small as if his eyes were closed.

"Wolf Spider..." Miles muttered. "Guys, that's bad news. And bad Spidey."

"What did you do to him!?" Agent Venom demanded angrily.

"I'm growing tired of the "him" and "creep", mostly. Care to address me by my name?"

"And what would that be. Ultimate Creep?" Nova retorted.

"It's Wolf Spider, Buckethead!"

A wave of realization hit Dagger like a truck, making her blink and her defense falter. Wolf Spider noticed and took immediate advantage of it by moving towards her. The light heroine was startled by the movement and fell back, making a summersault in the progress. She created a light sphere in her hand, which she threw at Wolf Spider. The light forced him to move backward.

Cloak was floating between Dagger and Wolf Spider, a hard glare on his face. "Don't come near her."

"Dagger! What happened?" Ka-Zar asked.

"He's... he's Spidey! From an alternate universe! Only Spidey calls him Buckethead!" Dagger managed to verbalize. "Remember what universes the Whizzer told us about?" She pointed at the evil Spider-Man, who was watching the exchange with both interest and impatience. "He must be from the good-evil swapped one!"

"I told you!" Kid Arachnid exclaimed, waving his arms around as no one noticed him.

"You're implying there's a universe in which Spider-Man is bad?" Amadeus asked, not believing one word.

"Iron Spider," Wolf Spider said, making the teen look at him with question, "you're on top of science and the limits of nature, but believing there's an "evil" version of this... vigilante—" he shook Spidey again, agitating the teams even more— "is simply too hard for you to understand? I thought you'd be convinced when seeing me. Well, guess I thought too highly of you."

"Take that back!" Iron Spider yelled as he shot three blasts from his hand repulsors. The assailant merely jumped out of the way to avoid getting hit, but he let Spider-Man linger in the place where the blasts hit longer.

"Careful!" Venom yelled. "You're gonna hit him!"

"I was planning on doing that!"

"I mean Spidey, you... not sixth runner up!"

"Work on your comebacks, Agent V."

"Is no one listening to me!?" Miles demanded.

"Quit squabbling and execute attack plan Omega B!" White Tiger interrupted them as she let her claws extract and charged at the Wolf Spider.

"Apparently not..." Miles muttered as he moved into position.

White Tiger ran forward and clawed at Wolf Spider, but one of his extra limbs pushed her out of the way with much force, sending her flying towards the ocean. She was caught by Cloak, who teleported them back to the teams.

"Strong limbs, got it," Ava croaked out as she rubbed her side with her hand. "Avoid those and tie them up, please."

The Web Warriors got the message and started shooting webs at Wolf's limbs, sticking them to the ground. They also worked their way up to his back, rendering him immobile.

"Electricity got you here, now let electricity get you out!" Kid Arachnid yelled as he somersaulted over Wolf Spider and used his Venom Blast on his shoulder.

Wolf Spider yelled out in pain, nearly dropping Spider-Man, but he managed to compose himself. He glared at the black-clad spider as he pulled at the webs, making himself able of using is extra limbs again. He turned to face him fully as he grinned. "Time to return the favor."

Apparently, Wolf Spider had taken Spidey's web-shooters, because the next thing Miles knew, was his body spasming because of the high voltage running through him.

"Kid Arachnid!" Agent Venom exclaimed worriedly. He glared at Wolf Spider and used his black tentacle-things to grab hold of the Wolf's wrist. He tugged at it with so much force, it sends Wolf Spider stumbling to the side, his grip on the web-shooter faltering.

Miles gasped for breath as he fell to his knees, finally being able to breathe normally again.

"Are you alright?" Triton asked as he crouched down beside the spider and put a hand on his shoulder.

"Fine," he gasped out, still not breathing normally.

"We have to get Spidey away from him!" Nova yelled at the teams as he flew overhead, sending a beam of energy at the attacker. "But we have to avoid hitting Webs! I still have to scold him for calling me Buckethead so often that even his evil self uses it against me!"

"Maybe you just deserve it," Power Man retorted as he too charged at the Wolf, throwing his shoulder into his stomach. Wolf was pushed back by the force, making Luke grin. "I turned my foot!"

His victory was short lived, however, as Wolf Spider managed to turn around and send two balls of webs connected by a string of webbing towards Power Man's running feet. The contraption wrapped itself around his ankles, sending him crashing into the ground.

Luke held his head in his hands as he looked at the Bola Webs around his feet. He tugged at it with all his might while yelling, "Is no one going to say something about the fact that that is Spider-Man, evil version!?"

"It's not like we couldn't have known," Nova suddenly said over the comms. "I mean, he's always a good guy, so there has to be one version where he's evil. We talked about it today in class!"

"I was busy then," Venom replied sarcastically as he threw punch after punch at Wolf Spider, every single missing it's target because the eight-limbed spider was simply moving too fast.

"Zabu! Fetch!"

Agent Venom visibly grinned through his mask, confusing Wolf Spider as he suddenly rolled to the side. His eyes widened, however, as he saw a Sabertooth suddenly jumping at him, fangs bared.

"Oh."

He threw his hostage up and caught him with an 'extra limb' as he held his arms up in an "X", trying to shield himself from the sharp teeth.

Ka-Zar also charged forward, daggers in his hands as he let out a battle yell. But instead of charging straight at Wolf —what he suspected— he went for his limbs.

Wolf Spider's eyes widened as he caught on to the plan of the three. He went to move his 'arm' holding on to Spider-Man, but Ka-Zar was simply too fast.

The young hunter jumped past his main defense, straight at the limb holding on to the vigilante and sliced it with his dagger. The sudden sting made Wolf Spider cry out in pain, and in a rush of anger and panic, he released his cohesion on the suit.

Ka-Zar landed gracefully a few feet behind the Wolf Spider, who was still occupied while trying not to get bitten by the angry felines. White Tiger had rejoined the battle and tried to get a few good hits as well.

"Iron Spider!" Ka-Zar called. "You can determine his state, can you not?" he asked the young genius as he landed beside the duo.

Spider-Man was still out cold, so he couldn't quite protest as he was scanned by the Iron Spider-suit. "Cracked rib, twisted ankle and possibly a concussion," Amadeus reported over the comms. At hearing the angry sounds of his teams, he sighed. "He's been through worse. Much worse."

"He will be fine, will he not?" Triton asked as he ran up to the trio.

"Yeah. Just a few days of infirmary and Connors making sure he doesn't run off–– Look out!"

Amadeus pushed Agent Venom and Spider-Man out of the way as he tackled Triton. The spidery leg missed them by a hair as it sliced through the space the group was standing only a second ago.

Iron Spider looked at Venom. "How do you like my digital Spider-Sense now?"

"I don't know what happened, man!" Venom yelled as he grabbed Spidey off the floor and swung away as a strand of webbing made its way over to them. "I gotta be immune because that—" he pointed at Wolf Spider— "is Spidey!"

"I'm confused," Squirrel Girl started as she and her miniature army swarmed around Wolf Spider. "He's not really Spidey, is he?"

Kid Arachnid landed beside her and shrugged. "He basically is. Same DNA and all. That probably also means I can't sense him."

He glared at Wolf as he sidestepped a strand of Electro-Webs shot at him. "Dude. Don't. It's not nice."

"Insolent fools!" Wolf exclaimed as he growled at the army, sending them fleeing. "You've taken my prey!"

"You've said that "insolent fools" before, but now you're starting to sound an awful lot like Kraven, dude."

Zabu —who was standing back up after being thrown around by Wolf— growled in agreement.

Wolf glared at Power Man, who was standing between him and Spider-Man. "Let me guess; I gotta go through you?" he asked rhetorically as he eyed Spidey, who was still being carried bridal-style.

"Guys, we need a plan instead of just sassing him," Tiger whispered over the comms. She spoke loud enough for the rest of the teams to pick it up but soft enough to make sure Wolf didn't hear. "Door's the goal, Wolf's defense, we're offense and Spidey's the ball, got it?"

"We gotta get him inside, you mean," Amadeus retorted as he flew around Wolf, shooting beams from his repulsors as he went. He dodged the webs thrown at him and barely moved out of the way as Wolf suddenly jumped and slashed at him with his limbs. "I'll open the door. Just say the word."

Cho grunted as he was slammed out the air by webs, making him stick to the side of the Triskellion. Wolf glared at him a last time before turning to Flash, who was still holding onto Spider-Man tightly.

"A little help, please!" Agent Venom said as he took a few steps backward, seeing the evil grin on Wolf Spider's face. "Guys..?" he squeaked.

"I'm here!" Power Man yelled, waving his arms like a maniac. He was standing maybe thirty feet away.

Within reach.

Venom sighed as he let his symbiote sprout two black tentacles that wrapped themselves around Spider-Man. "Sorry man."

Venom ignored Wolf's cry of frustration as he missed yet another shot of webbing and charged at Power Man, who was getting ready. He held Spider-Man in front of him and yelled, "You better catch him!"

He just managed to deliver Spider-Man safely into Power Man's arms before his feet were swept out from under him, making him face-plant into the hard ground.

Power Man stared at Spidey's mask, still shaken up by the fact that his teammate, his friend was being targeted by his evil self. Luke was disturbed by it but snapped out of his thoughts as Nova suddenly flew in front of him, blasting energy.

"Lovely reunion, probably, and I hate to break it up, but we have more important things–– oof!"

Nova got thrown into Power Man and Spider-Man by Wolf Spider, who had had enough of it. "Give him to me! I demand it!"

Nova scrambled up and panicked as he saw Power Man out cold. "Come on, man..." He looked back at Wolf Spider, who grinned. "Guess I'll have to take over." Nova put his arms under Spider-Man's and lifted him off the ground. "Darn it Webs, have you been eating wheatcakes again?"

Iron Fist stepped in front of Power Man, his fist crackling dangerously with energy. "I may not know who you are, but I am certain you do not belong here. Leave, before we make you."

Wolf Spider merely snorted and turned around trying to catch sight of... well, him. He spotted Nova flying towards the entrance and moved to catch up.

While he was walking, he was attacked by all the other heroes. Zabu and White Tiger clawed at him, the Web Warriors shot their webs, Iron Fist and Power Man (who had been awoken by Triton who had used water of the ocean on him) kept trying to hit and kick him with all their might, and Squirrel Girl and her squirrels tried to stop him from moving, as did Triton and Dagger.

He ignored them for the most part, but had to defend himself a bit, too. His only focus was Nova...

And yet he didn't see the energy coming right at him.

The blue light hit him square in the face, sending him stumbling backward.

The heroes held their breath as a low growl escaped Wolf Spider's mouth. He angrily roared and charged at the teens. "You've done it now!" He webbed some of them to the walls and floor and knocked them over as he ran through the blockade, literally sending them flying.

He made it through the teens, leaving only Agent Venom standing. The symbiotic hero had managed to get out of the way, avoiding Wolf Spider's path of destruction. The rest of the heroes were either out cold or in too much pain to get back up.

Venom heard Nova flying about fifteen feet above him, ready to either charge or flee. He looked at Wolf as he angrily turned around, having lost sight of his goal. "Sorry. Spidey's on a secret mission and not here, leave a message," he tried hinting at Nova that he could handle the situation... alone.

Wolf Spider crossed his arms. "You dare fight me with no backup?"

"I do."

Wolf grinned as he got into position, saying, "Your loss."

The spider attacked mercilessly with webs, punches, and kicks. Agent Venom had trouble deflecting and avoiding them, getting hit a few times in the process. When he too landed a hit, he let out a silent "Yes!" before going back to somersaulting away and shooting his own webs at the attacker. "You sure you're Spidey? He would've defeated me by now..."

Wolf Spider's fist met his chin.

Flash stumbled back, his symbiote slithering back into place after being disrupted. He held one hand to his chin, softly massaging it. "Not cool, dude."

Nova watched from above, unable to do anything without bringing his friend in his arms in danger. He also couldn't take him inside, because after Iron Spider had closed one door by overriding the systems, all entrances went on lockdown. The system had thought they were being attacked... which was true, actually. It surprised Nova no one had come out to see what was happening yet, but then, they all saw the heroes sprinting outside. They were handling it. They were the heroes, after all.

He looked, saddened, as Venom was thrown across the platform and nearly hit the water. He just managed to shoot a web to stop himself, but Nova could see the Agent was exhausted.

"I gotta do something," he thought. "But what?"

Meanwhile, Venom was letting out silent groans and moans as he jumped from one spot to another, dodging webs and kicks and punches. "Dude! Chill out! I thought we were friends, man..."

"I don't have friends. All friends do is disappoint." He made a 180 and shot yet another strand of webbing at Venom's feet, this time hitting him. He walked over to where the Agent was struggling to get back on his feet. Wolf Spider put one of his limbs on Venom's chest and pressed, earning wheezing and silent coughs. "You see," he started, leaning forward slightly, "in my universe, the name Spider means fear in the hearts of everyone who hears it. Heroism and responsibility do no longer exist, for I destroyed every fool who ever held such pathetic morals."

"You're no Spider," Venom spit back. "Spiders are heroes."

"I wouldn't be so sure, Thompson. Oh, don't give me that ridiculed look. Even in my universe, you were pathetic."

"Is this pathetic!?"

Wolf Spider was knocked over as Nova collided fist-first with his torso. He rolled two times before his limbs found grip on the metal floor and he rose again, growling at the duo; Nova was helping Agent Venom stand back up. "Where is he?"

"Don't ask," Nova sighed as he hoisted one of Venom's arms over his shoulders.

"Looking for me, I hear?"

Wolf Spider whirled around, and at seeing Spider-Man standing only ten feet away, he grinned. "Oh, trying again now, are we?"

Spider-Man shrugged as he took maybe three steps forward. "Why not? I've got nothing left to lose."

"Wouldn't put money on that if I were you," Wolf Spider exclaimed as he charged at Spider-Man, who managed to flip out of the way before the fist coming at him hit its target —which was, unsurprisingly, him.

"What money? I'm broke." He dodged a kick and perched himself on the side of one of the poles which had lights on top of them. "Can I borrow twenty bucks?"

"We need a plan, Webhead!" Nova yelled over the comms. "Don't just charge! He's clearly better than you!"

"Not that that's a surprise?" Spider-Man mocked as he dodged another punch thrown at him.

"How'd you get him before?" Venom asked as he catapulted himself towards Wolf Spider, who merely swatted him out of the sky. He slammed into the ground and groaned, "Because I'd really like to know how to beat him!"

Nova shot beams at him as he circled around Wolf and added, "Yeah Webs. How did you the first time?"

"I kinda overloaded him on good energy. Using other Spider-Men, Women and... other kinds of creatures as batteries."

Nova stopped shooting and looked over to where Spider-Man was throwing his own punches at Wolf Spider. "You're kidding."

"Does it look like a good time to be kidding!?"

"Knowing you, I can't be sure."

"Touché."

Venom was back on his feet. "So what's the plan? We can't just hop around, convincing other Spiders to join the fight! We only have one!"

"Venom, that's it!"

Flash looked at Spider-Man, confused, and then turned to Nova, who shrugged. "I don't know."

"There's only one Spider-Man? He thinks there should be!"

"Wait," Nova said, waving his hands around, "you're not going to do what I think you're gonna do, are you?"

"Stick to the plan, Venom! Don't get involved!" Spider-Man yelled as he swung around Wolf, kicking him in the face as he went.

Wolf Spider roared in anger as he was sent twirling in a circle because of the sudden dizziness. "Useless arachnid!"

Spider-Man stuck to the wall and pumped a fist in victory. "Yes! You know, you're the first one that doesn't cuss at me with 'bug'. Congratulations! You won a prize! You can go back to your own world."

"Always cracking jokes at inappropriate times, are we now? I should've known..."

"Yeah, because we're the same and all," he jokingly replied. His face got more serious as he added, "But we are the same. You're me, and sadly enough, I'm you. Let me help you turn your life. It's not too late."

"Maybe for the other ones," Wolf hissed. "You're too late to save me." Wolf suddenly charged at Spider-Man, who didn't have time to jump out of the way.

Nova and Venom shielded themselves against the cloud of dust and debris that came flying at them from the impact of the punch. When the dust had settled, Spider-Man lay on the ground and Wolf Spider threateningly hung above him.

"Spidey!"

Wolf turned around, not bothering to show off his victory. "Spidey? That's... endearing. Best friends, I presume?"

Nova had the urge to deny it.

Wolf stepped forward, arms behind his back. "It's two against one. I beat—" Wolf looked back at the pile of unconscious heroes— "a lot of you already. You do the math."

"I'm not a nerd," they both replied at the same time.

"Cute."

"You know what else is cute?" Venom said.

"Do tell, I'm intrigued," Wolf said, sarcasm dripping off his words

"You thinking you beat him so easily."

Wolf had no time to react and only saw a hint of red with black stripes before his vision momentarily faded to white. He felt himself colliding with the floor, webs securing him into place. "Wha––"

As he regained vision, he saw three heads above him.

"Play dead, hit 'im in the face. Nice going, Webhead."

"Thanks. I guess..."

"You think he'll stay down?" Venom asked, shooting even more webs, just to be sure.

"Probably not. But if he dares move, I'll blast him into next month," Nova threatened, his fist glowing with a blue hue. He shot a blast at the limb that was moving behind him. "Take that as payback for calling me Buckethead, Mr. Evil."

Venom secured the limb with more webbing and pointed an accusing finger at the taken down villain. "Don't try again. We'll be here to fight you, and... what he said," he finished, pointing to Nova.

"Thanks, guys..."

Both of their heads turned towards Spidey, who was swaying on his feet. "I guess that punch knocked me out, too, heheh..."

Venom just managed to catch him before he went limp.

"'S eve'yone og-ay?" he slurred.

"They're fine. Get some rest, Webs," Nova said.

"'M fine, Buckey," he said as he tried to get out of Venom's hold. "Lemme go~"

"Go sleep, Spidey," Venom encouraged him. "We got this. They'll be fine without you for five minutes. You can sleep for five minutes, right?"

Spider-Man merely nodded.

"Five minutes," he agreed before he let the welcoming darkness engulf him.

__________________________

The three teams sat in the hallway, doing... quite little. Some were talked quietly, some were messing around a bit, and some were just staring at nothing, zoned out.

They were waiting.

They had been waiting.

For a day.

"Five minutes, huh?" Nova said to Venom, who was sitting on the ground.

Flash gave a semi-glare back. "How was I supposed to know how bad his concussion was? I don't have his tech," he said, pointing to Iron Spider. "Be glad I got him to sleep in the first place."

"Rest is not the same as sleep, idiot!" Nova exclaimed. "Sleep is not good when you just hit your head!"

The rest of the teens stopped doing their respective nothings and started listening to the argument, some even mingling themselves in it.

"I'm pretty sure that's a myth, Nova," Power Man retorted.

"It's not," White Tiger piped in. "You have to wake them every two hours or there could be permanent damage to the brain and its functions."

"Ha! I was right!"

"It is not important," Triton spoke up. "All that matters is whether he will be alright or not."

"Agreed!"

"But what if he's not? Aren't we all gonna point fingers?" Venom asked, getting unsure about his earlier actions.

"Appointing one person as the source of problems where more are guilty is an unwise act of selfishness."

"Thank you, Iron Fist."

"You are very welcome, White Tiger."

"So we're just gonna ignore the fact that half of us got knocked out? By one guy? That's preposterous!" Amadeus fumed. "We should have seen him coming! We know Spidey, we know his tactics, we could've predicted what would happen! He's literally our leader!" He looked around the hallway, seeking eye contact with the others. "Aren't we supposed to know our leader..?" he whispered out, finally sitting down on the floor.

"I was one of his first teammates and I didn't even see it coming. Don't beat yourself up about it. I could've done better, too," Luke said, trying to comfort Iron Spider.

"Same here," Tiger muttered, angry about her own impotence.

"As a team, we must know each other's ways of both fighting and thinking."

"And I was the last one standing so I have nothing to be guilty for."

"Nova!"

Chuckles echoed through the halls as Nova dodged an empty soda can thrown at him as he was laughing, "I was kidding!"

"Glad to see you're all fine."

Their gazes turned towards the opened door where Curt Connors was stepping through. "I see you've made a quick recovery. I'm glad."

"Doctor Connors!" was the general reaction.

"How is he?"

"He's fine. Just... not in the right mind," Connors sighed.

"How so?" White Tiger asked. "Not that he ever is, but if even you mention it..."

"He woke up ten minutes ago, demanding he could see you and make sure you're all fine. I told him "No," obviously, so now he wants you to see him. He's desperate and has to know you are all fine."

"So? Let's go!" Nova yelled, trying to fly over Doctor Connors, into the Med Bay. He was stopped, however, as the doors slammed closed in front of his face, making him collide with the metal.

Danny watched how Sam slid down the wall in front of him as he noted, "Something is bothering you, Doctor Connors."

"You could say that, Iron Fist," Connors sighed. "I'm not sure how to tell..."

"Well?" Ava pressured.

Connors sighed as he pinched his nose, feeling slightly claustrophobic of the mass of students gathering around him. "I guess you'll have to see for yourself..." he said as he opened the doors again with a remote.

Sam's head hit the floor of the suddenly available room, waking him up. He groaned, stood up and stretched his arms. "This is Webs fault and I'll get him for it."

"And the 'Buckethead' thing," Venom reminded him as he and the others walked past him, into the central room of the armed Bay.

"Wait up!" Sam yelled as he flew after the group.

They stopped in the middle of the Med Bay, confusing the teens.

"Ultimate Warriors and Kid Arachnid first. The rest wait here," Connors instructed. The five heroes were surprised, but followed the biologist nonetheless, sending confused shrugs to the other two teams.

"He's not physically harmed, right?" Ava asked Connors as they made their way over to the more secluded part of the Med Bay —where the heroes were admitted. "He's just not thinking straight."

"Yes."

"So then what's the problem?" Nova pulled up one eyebrow, which was even visible through his helmet.

"I'm pretty sure it's worse than the usual crazy, Nova," Kid Arachnid interrupted his rant about the craziness of their leader before he could even start. "There's only five heroes allowed at once? That has to have a reason."

"Very well deduced, Kid Arachnid," Connors commented, making the young Spider pull up his mask up to his nose and stick out his tongue at the human comet.

"Whatever, Mini-Webs. We all know he's kinda mad already, so there's nothing new."

"Nothing new, huh?"

They came to a halt in front of a one-way mirror. On the other side (with the mirror), Spider-Man sat up straight, fiddling with his fingers, glancing around the room nervously. An IV keeping track of his heartbeat and other basic functions of his body was injected into his arm, and he kept giving it annoyed looks, like it was minimizing his movements. The red and blue not-spandex-but-spandex was still being worn by the tired hero, despite the fact it had scratches and holes in it.

"Where's his mask?"

Connors walked over to a nearby desk, unlocked the top drawer and pulled out said missing piece of the costume. "He didn't want to look at it. Said it needed time."

"So that's why you only wanted us to come here because we know who he is under the mask," Luke concluded, giving his friend a worried glance.

"Wait, you knew?" Miles asked, confused.

"After the Shield Helicarrier went down, our house went down," Nova explained. "We would've been put in some SHIELD facility upstate or something. Just... Gray, gloomy and filled with agents. The Helicarrier was bearable, but living in a 'house' with only SHIELD weirdos?"

"That's not somewhere I'd like to live," White Tiger piped up.

"A house is not a home without love," Iron Fist put in. "He didn't just give us a place to stay. He gave us a place to look forward to coming home to." He carefully untied the knot of his mask on the back of his head and took off his mask. "He gave us a family we could trust."

Kid Arachnid gaped at the unmasked monk.

"I'm Danny," he said, putting out his hand for Miles to shake.

Miles hesitantly shook his hand.

"Introductions! First impressions! Gotta look good." Nova floated down to the ground and stood next to Danny. He took off his helmet, pulled a hand through his hair and held the helmet under one of his arms as he put the other one forwards. "Sam."

Power Man took off his sunglasses and just gave Kid Arachnid a nod. "I'm Luke."

White Tiger sighed. "Seriously? Do you even know what a secret identity is?" She glared at the three boys and shook her head before prying off her mask as well. Her hair fell loose around their shoulders and she gave one last pointed look at the three teens before sighing and smiling at the Spider. "The name's Ava."

Kid Arachnid shook her hand before taking off his own mask. "Miles. Miles Morales. From another dimension."

Connors looked around the small circle of heroes, eyes wide and a proud smile on his face. Besides him, Fury appeared out of seemingly nowhere, also having his version of a smile on his face. "He really is a good leader."

The five heroes turned around, startled by the sudden appearance of the spy. "Director Fury!"

"What are you waiting for?" he asked as he nodded at the glass. "Get in there, before I change my mind."

The five heroes thanked the director and put their masks back on as they hurried themselves over to the door.

"He made a great team," Connors noted as he snuck a glance at the security footage displayed on one of the monitors. He saw the rest of the teens standing in the Med Bay, socializing with the other patients and doctors in the facility.

"Not a great one." Fury looked through the glass, where the door slowly opened.

"He made an Ultimate team."

Peter's head snapped up at the sound of knocking at his door. Thoughts run through his head with a million miles an hour. Was it Connors? Fury? Some bad guy who had found out he was "out of commission" for the time being? Had Aunt May found and was he done with life?

He really hoped it wasn't the latter.

"Yeah?" he called, unsure.

He had to anxiously watch how the door opened agonizingly slow.

He didn't expect it to suddenly slam open, sending five people crashing to the floor. He winced as they hit the floor, a heap of mumbles and "Sorry"s resonating of the pile.

He smiled, however, as he saw just who they were. "Hey, guys."

"Sup man!" Power Man exclaimed as he helped Kid Arachnid stand up. He pushed the younger hero towards the bed, muttering to him, "Go on. You were the most worried."

The Spider didn't bother to try to keep himself in place. He let himself get set on the side of the bed, looking at Peter Parker directly. "Hey."

"Hey."

He awkwardly stared at his hands, which were folded neatly into each other on his lap. "Close call back there, huh?" he said hesitantly.

"So I've heard," Peter replied. "I didn't get to see you in action, though. I would've loved to." He grinned and playfully pushed Kid Arachnid's shoulder. "I have to keep track of how you guys work when I'm not there."

"We were doing fine without you, Webs."

Peter shot Nova a look which made him shut up.

"It didn't go that well..."

Peter looked back at Kid Arachnid, whose shoulders were shaking. "We nearly messed up completely. We nearly lost you. W-we nearly—"

"Hey, heyheyhey, no need to do that now," Peter said, putting his left hand on Kid Arachnid's shoulder. "You saved the day, didn't you?"

Miles had the urge to pull off his mask to be able to breathe normally and not let his tears get stuck in the fabric. "B-but... We got absolu-utely pummeled!"

Peter shot a glance at his Ultimate Warriors, trying to figure out if they knew who he was.

Danny gave him a nod and Luke just gave him a small smile.

He took that as a "Yes" and moved his hand over to the top of Miles's head. As he softly tugged at the mask, Miles didn't even try to stop him. The fabric dangled in Peter's hand as Miles ferociously wiped at his eyes.

"Miles, why are you crying?" Peter softly asked.

"I'm not crying," he objected stubbornly as he sniffed.

"It's okay to cry every once in a while, you know. It can help." Peter looked at the mask in his hands and fiddled with the fabric. After giving it one last glance, he put it on the table beside the bed and turned back to Miles. "I cry sometimes, too."

"You?" Miles asked, dumbfounded. "But.. You're Spider-Man! You know, friendly neighborhood and all? What could make you... cry?"

"Lots of things," Peter admitted, sighing. "Pressure, panic attacks, villains, worrying about my family and my teammates... though those last two may be the same." He put his hand back on Miles's shoulder and gave him an encouraging smile. "There's more than one thing that could make even me cry. The thought of losing someone has got to be the worst. And I can imagine that it's hard. Thinking someone that could get hurt, while you can't do anything about it? I've been there."

"Yeah..." Miles said, avoiding Peter's gaze. "But I had to go through that twice with the same person..."

"Okay, now I can say you've lost me," Nova suddenly said. "I could keep up with the especially well-practiced speech, but this multi-dimensional crap has got me in a twist."

"Nova!"

Sam sheepishly smiled at his angry friends. "What?"

"It's fine guys, I can explain," Miles said.

The rest of the teens stopped their glaring at Sam, though they weren't quite done with the human comet yet. They did, however, turn their attention to Miles, because they were simply too intrigued by the story.

"So in my universe, there was a Spider-Man. He was... a hero. My hero." Miles looked at the wall, seemingly lost in memory. "He was just amazing, taking down bad guy after bad guy. I talked to my mom about it all the time. Told her how I wanted to fight baddies just like he did. My dad... had died fighting crime. I wanted to live up to that. I had two people to look up to and take inspiration from. And yet..."

His breathing shuddered. "When it came down to it, I didn't have the guts." He clenched his fists. "I was bitten. By a spider. I knew I had those amazing powers, and I knew I could to great things. But then...

"Goblin attack the city. I had never seen him before in my life, but I knew he was bad news. I was at home, watching the television, utterly terrified. I saw how Spider-Man appeared on the scene. He yelled at the Goblin to leave before he'd regret it. The Goblin just laughed and smacked him out of his way.

"So Goblin was destroying the city, Spider-Man was getting thrown around like a rag doll while I was just waiting it out. I could've helped, but..."

Tears formed in his eyes as he looked at the floor, not daring to look anyone in the eye. "I did nothing."

A dead silence fell over the room, and only the quickened beeping of Peter's heart was heard.

"I watched him sacrifice himself for the greater good. I watched him die. I watched how the Goblin was apprehended and taken away. I watched how they revealed who he was under the mask...

"Peter Parker had died, and I had done nothing."

Tears were now evident on his face, the salty drops rolling down his cheeks. "And they can keep saying I didn't know better, that I was too young and inexperienced, but I feel responsible for what happened that day. And then today..."

Miles met Peter's gaze. "I nearly had to watch it again."

Peter couldn't stop himself from hugging the younger Spider.

The rest of the team watched silently how Miles poured his heart out while being embraced by his hero. Awkwardly, they shuffled to the door end exited the room to give the two some space.

"That's some heavy stuff right there," Power Man sighed.

"Let's just meet up with the others," White Tiger suggested as she started walking towards the central part of the Med Bay. "I bet Strange is being kept busy by however want to see magic."

Ava was proven right as they entered the main section and saw at least five of their teammates-not-teammates standing around the neurosurgeon, who was showing off a move that made a "boom-boom-whoosh" sound.

"They're back!" Squirrel Girl exclaimed as she noticed the four heroes walking towards them. "How is he?"

All heroes (and Strange as well) turned towards the Ultimates, who came to halt.

"He shall make a great recovery, Squirrel Girl. There is no need to fret," Iron Fist reassured her with a smile.

"Then why aren't we allowed?" Iron Spider crossed his arms. "Why only you five? ...Four?"

"Where's Kid Arachnid?"

"He's with Spidey. They needed some time. Alone," Luke spoke with authority, noticing the glances the others shot at the hallway. "Fury will let us know when we can go back there."

"Fury's there?" Agent Venom asked, surprised. "Doesn't he have directive... things he has to take care of?"

Nova landed on the ground and crossed his arms. "You don't think Fury can check up on the leader of his three teams, of which he makes sure they work together and have saved the world multiple times?" He gave the skeptic teens a look that made them crumble to the floor. "He is the most important asset Fury has against the bad guys, so yes. He has time to check up on him."

Nova didn't notice the stares of the others as they watched how Fury had listened to his small speech.

"Nova."

Sam turned around, startled by the director once again. "Director Fury! If anything I said was out of place, I apolo––"

Fury held up a hand, silencing him. "You were saying just the right things, Nova. But that doesn't mean any of you are less important." He glanced around the fidgeting teens. He sighed before waving his hand from the teens to the hallway. "Well, what are you waiting for?"

They smiled at the director, thanked him and rushed over to their leader.

Fury turned towards Stephen, who had stood up from the bed and was stretching out a hand to him. "Thank you for the care."

"Not a problem, Doctor Strange."

"He's a great kid," Strange noted as he made a portal for himself back to his sanctum. "It is assuring to see the world hasn't gone completely bad yet. You can count yourself lucky." He closed the portal, leaving Fury alone in the Med Bay.

"Oh I know I am," he muttered to himself as he joined the teenagers.

Doctor Connors stood in front of the group, seemingly scolding them. "Settle down, now." He too shot a glance around the group. "Whatever you do, don't panic. He might feel responsible and start doubting his decision. There's the door."

The three teams turned towards the door and stood in front of it.

"Who's gonna go first?" Squirrel Girl asked.

"Not me!" Iron Spider said, putting his hands up in defense.

(And maybe, just maybe, Fury, Connors and Peter facepalmed.)

"Perhaps we should take a vote?" Triton said. "We did it all the time where I come from. Just stand in a circle and point at the person you vote for."

The teens muttered in agreement and made a circle.

"On three."

"Three!"

The fingers hung in the air, and the heroes started counting. "That's five on Nova and four on Zabu."

"No fair! He got to be in there earlier than the rest of us!" Venom said, only having gotten three votes. "And Zabu is a cat."

The Sabertooth growled at the symbiote, which shuddered. "Alright, alright. Sheesh..."

"So what? I got the most votes!" Nova said, moving towards the door.

"Oh no, you don't!" Venom yelled as he moved to tackle the human comet.

He didn't miss, but it resulted in them falling against the door, which slammed open because of the pressure. The two stumbled in and hazily stood up. "Oops."

The rest facepalmed.

"Wait... Parker?" Venom had stood up and stared in confusion at the teens sitting in the bed. "Wha—"

"Hi, Flash..."

Flash, being completely caught by surprise, didn't entirely notice how the symbiote retracted from his face, revealing his shocked face. "You're kidding me. You have to be kidding me."

"I'm not, Flash," Peter said, a stern and pleading look on his face. "I swear this is real."

"Wait, Flash is Venom? Are you serious?" Miles said, also confused.

The rest of the teens had also managed to push themselves into the room. The New Warriors stared at the conversation with confusion, not understanding the relationship.

Amadeus's mask disappeared as well as the suit retracted. "Flash? Peter?"

"Amadeus?" Flash whirled around. "What?"

"Is everyone I know a superhero!?" Miles yelled out.

"Sorry, Miles," Peter laughed as he clapped him on the shoulder. "If you're around me, you're a superhero. No exceptions."

"Peter Parker is Spider-Man, huh?"

They turned towards Cloak, who was pulling up one eyebrow. "I never would've thought. And we've watched quite a bit, didn't we, Dagger?"

"We did," Dagger agreed.

Peter shook his head and gave them a look. "Explain? Because I have never seen you in my life at Midtown. Not even back whe—" A look of realization came over his face as he noticed their nervous demeanor coming back. "Oooohh..."

"Why now?" Amadeus suddenly said. "Why would you reveal who you are now? You're always so protective of your private life, and now..."

Peter avoided his teams' looks of question and looked at his hands instead. "I..." he groaned and let himself fall back into the pillows, pressing his palms on his closed eyes. "I should've seen this coming."

"You don't have to," Miles tried reassuring him. "I'm sure they'll understand." He glared at the teens behind him.

"You can't blame us, Kid Arachnid," Ka-Zar defended them. "We are curious of nature." He smiled at Zabu, who gave a soft growl in agreement.

"That evil Spider-Man... isn't just Spider-Man. He's also Peter Parker."

Peter took his hands from his face and stared at the ceiling.

"In every universe, there's a Spider-Man. That means there's also a

Peter Parker, though names may vary. The Spider-Men and Women are the good guys..." He sat back up and went back to staring at his hands. "Though they may mess up and do the wrong things for the right reasons, they're the heroes. Both hero and civilian."

He clenched his fists and gritted his teeth. "Wolf Spider is a bad guy. He's no superhero. He's a villain trying to destroy everything and everyone. He does whatever he wants and doesn't care about anyone.

"But... he's also Peter Parker. And that Peter Parker... is also bad. And the thought of a bad Peter Parker is just messing with my brain. Peter Parker is a good guy, no matter what, he just took a wrong turn somewhere in his life. But the thought of the possibility makes me wanna be sick. I know Peter Parker me can't be bad. But a bad Spidey could still be..."

Earlier spoken sentences flew through Flash's head.

"He's... he's Spidey! From an alternate universe!"

"He must be from the good-evil swapped one!"

"I mean, he's always a good guy, so there has to be one version where he's evil..."

"Peter Parker is a good guy. Spider-Man... not always. I couldn't look at the mask that also held his face in it."

"That's why you had Connors put it away," Ava concluded.

Peter nodded.

"You can't ever become a bad Spidey," Flash spoke up, sounding very convincing.

Peter turned his head away and looked at the floor beside his bed. "You don't know that."

"Yes I do," Flash pressured taking a step closer. "Spider-Man is a hero, no matter what. He does the right thing, no matter what. He saves people, no matter what. Even if they don't deserve it..." He thought back to when Rhino had attacked him and Spi— Peter had come to save him, even though he had caused those problems for himself. "And Peter Parker is also a hero. He protects other nerds from bullies, no. matter. what. He takes care of his teammates. No. Matter. What."

"And he takes care of his family," Sam piped up. He landed beside the bed, blocking Peter's vision from the floor. He took off his helmet and gave him a grateful smile. "And I'm proud to call myself your family."

"Me too," Luke said, taking his sunglasses off.

Danny had untied the knot of his mask already and stepped towards the bed as well. "Not brothers by blood, but brothers by heart."

The three Ultimate Warriors looked at Ava, who visibly groaned. "Again?"

She took her mask off as well. "If we're all such a big family, I guess I'm the mother, then."

Sam stuck out his tongue in disgust. "Gross."

"Shut it Sam!"

Miles, Flash, and Amadeus nearly had their eyes popping out of their heads.

"We should've known," Amadeus sighed. "Be near him, be a hero. You said it yourself."

"Now I'm going to think everybody's connected to SHIELD," Flash groaned. "Even Principle Coulson. Or the janitor. I'm not sure about anything anymore."

"Heroes get hurt," Peter suddenly said. "They take the hits as they save everyone else. They get blamed and have to clean up, with no praise or admiration afterward. They save everything but are damaged in the process.

"And I don't want you guys to get hurt."

The teens had a look of both pity and reassurance on their faces.

"We don't get hurt," Squirrel Girl waved it off. "You're making sure of that."

"You make sure of it," Ka-Zar told him, Zabu growling in agreement next to him.

"Though you should try to make sure you don't get hurt as well," Triton smiled.

Dagger smiled at him as well. "You're constantly saving everyone."

"Even us," Cloak added.

"Don't worry about it, Spidey. We can take some hits as well."

"Like Flash said," Amadeus said, "occupational hazard."

"Fury set us up with you," Sam said.

"—but we're glad he did," Danny finished for him.

"Bro, don't worry about us. We got ourselves."

"And we got you," Ava confidently told him.

"And we joined your team, be it voluntarily or by the force of the multiverse." Miles said with a small smile. "But we're all glad we got to be in your team. You made us the better versions of ourselves. Both the hero side and the non-hero side. We've all learned so much from you."

"But I messed up so many times..."

"Which turned out to be great lessons," Miles interrupted him. "The mistakes you made were great lesson material for us greenies. You should be thanking those mistakes you made because we didn't have to go through them. You did that for us already."

Peter let out a small laugh and wiped his tears from his face. He looked around the three teams. His teams.

"Oh come on guys," he said, sitting up straight, putting his arms wide. "Don't leave me here without a group hug."

Miles, being the closest to him, immediately grabbed hold of him. Peter laughed out loud as the rest of them also joined the spontaneous showing of affection. He grabbed hold of everyone, trying to tell them how much he apprenticed them.

And maybe he gave Miles an extra squeeze to tell him he was alright.

"We do need to talk about my alarm."

"Not gonna happen, Daddy Longlegs."

(There you go! :D

I gotta say, I loved this! I've always wanted to read a story about the teams meeting Wolf Spider, and I got my wish! Thank you! Cartara!

I'll probably go through and vote and comment on this despite it being in my book XD But I have to appreciate it! All comments and votes go to Cartara (from wattpad)!

Also, in case it wasn't clarified, Dr. Strange took Wolf Spider back to his universe.

-OfficialUSMWriter out!