"Begin test one."

"gaaaaaaaahhhh-!!!!" Lincoln woke up to be in some sort of chamber. "What the hell?! Where am I?!"

"Subject is awake, begin extermination with Diox-3." a scientist said as gray gas filled the area.

"GAH-! NO! My Mission!!! Its not done yet!!" Lincoln tried to break open the chamber but to no avail. His hand slid down on the glass as he held his throat. His body slumped on the door as the leader sighed.

"I figured a man as commuted as Lincoln would've survived. Diox-3 has to do with the strength of the mind..." the leader started to walk away as Lincoln heard the words as he passed away. "...if he died, he just wasn't committed enough."

Robbie is seen tied up as he kept trying to struggle, once again, to no avail. Lincoln's skin started to change, it seems the exposition to the toxin changed Lonnie's physiology, transforming his skin into a stone-like tissue. Lonnie rose once again as the scientists look at the heart monitor, "sir! The heart rate! I don't know how, but it's beating faster than ever!"

The leader smiled as Lonnie kicked down the chamber doors, he felt his skin. The leader raised his arm as the soldiers raised their guns and fired at Lonnie. Lonnie felt more powerful than ever, he raised his hands as the bullets didn't hurt him. Lonnie smiled at his body and clenched his hands. "Oh yeah, I'm loving the new-new."

Lonnie then walked up to the leader as the leader got worried. "Lonnie, it seems the experiment worked."

"Why did you bust me out of jail, doc?" He asked as the leader smiled.

"Because, Lonnie, we have a common enemy. I was given Diox-3 to help create super soldiers." The leader started to walk away as Lonnie followed. The door stated to open revealing the blue gear, and ice cosmetics. "I created the Crypto gear with Diox-3, but only in the Arctic. It seems like the Diox-3 chemical reacts to certain commands or temperatures, which made me wonder if injected into humans, what effect would it have. And so, I tried and tried. Diox would kill anyone with strength, mentally and physically. Until...I saw you and your group come along."

"Cut to the chase." Lincoln said as he smirked. The leader smirked as well.

"You supply me with soldiers and test subjects, I supply you with stronger forces and a step towards evolution." The leader said as Lincoln looked at the paper on the desk.

The daily bugle, Lonnie smiled, "you got yourself a deal, Doc. The first step, paying back a favor, bombs spins good?"

"-GAH!!" The team shouted in the lab as the two rushed back to see Robbie had escaped and vanished.

Lincoln gritted his teeth, "that bastard always did the skills to escape. Now, let's hurry up with this operation before it gets out."

"I couldn't agree more." The leader said as the camera zooms in on the Daily Bugle paper.

"Peter,'what happened?" Y/n asked as Peter is seen in the hospital. Y/n put the water on the table. Peter smiled as he was in a cast.

"Thank you. And I had a fight believe it or not." Peter said as Y/n raised an eyebrow, pulling up a chair and sitting down.

"Peter Parker got into a fight? The world must be ending then." Y/n said as Peter rolled his eyes.

"Don't you have to be in school?" Peter asked as Y/n got up.

"Yeah, I guess so. Miles and Alison are covering for me, but it can only last for so long, right?" Y/n said as he grabbed his bag.

Peter looked at him. "Y/n, take school seriously."

Y/n looked back at him as Peter sighed. "These years will pass by you quickly. Start planning your future."

"Yeah, yeah I know." Y/n said as Peter shook his head.

"Your parents knew you'd get this chance, they knew one day, somehow, you'd get what they couldn't." Peter said as Y/n froze. His parents? "You have a gift, you'll do great with whatever you choose to use it for."

"Thanks, Dad." Y/n blushed and then ran out the room. "Uh, I gotta go!"

"Hahaha." Peter laughed before he looked at the window. "So you both go to the same school, eh?"

"Small world it seems." Gwen is seen standing on the ceiling, waiting for her cue to leave.

Y/n is seen entering a bathroom with his backpack, "alright, time to..."

He opened the door as he saw women in there. He went out again and checked the signs before seeing it was the men's room. Y/n then went back in to see nobody there, "... I don't want any part in that."

Y/n went to a vent and swung upwards to it, Webb covered Y/n in webs before Y/n popped out of the rooftop vent in costume and his bag. "Getting to school's gonna be easy. Better call up, Miles."

"And so, that's how I helped him out." Alison said as Miles is seen walking with her before he shrugged.

"Eh, it's not too crazy. My problem is how did you turn all the lights on without the fuse box and a switch?" Miles asked as Alison was silent.

Miles then felt his pocket vibrate and raised his phone. "Hey, Y/n! Where are you? Mrs. Octavius was not happy in the slightest."

"Sorry, I was visiting Pete in the hospital." Y/n said as Alison looked at the phone.

"What?! Is he okay?" Alison asked as Miles raised his hand.

"Alison wants to know if he's alright." Miles stated as Webb took over swinging.

"Yeah, he's fine. He's in a cast but, never seen him so talkative after a hospital visit." Y/n said as Miles raised his thumb up.

Alison breathed a sigh of relief, "well, be careful on your way back. Even though Lonnie is locked up, the streets still have an unease to them."

Webb stopped Y/n on a building as Y/n found a man running from men in blue and black. "Great, listen, I'll try to make it there as quick as I can. I'll talk later."

"Wait." Miles said but the line was hung, Alison sighed.

"What is going on with him? It's like it doesn't matter what we say to him." Alison said rather selfishly.

"Hey, what's with the attitude?" Miles asked as Alison held her head. "He's been going through a lot, he's got more important things than us to deal with."

"Deal with..." Alison said as Miles knew this conversation wasn't getting anywhere, starting to see the other side of Alison. "I'm sorry, it's just...this experience changed all of us...I guess I just want us to not change..."

Alison said as she walked away. Miles looked at her, "but.. wanting everyone to stay the same because you want to...is selfish, isn't it?"

"Listen, guys, this doesn't have to get ugly." Robbie says as the gang summed their guns at him. The guns were suddenly pulled away as Y/n landed on the ground. "Spider-Man!"

"In the web...that didn't sound as cool as I thought. Alright Neon Lights, let's go!" Y/n got in a stance as he webbed the side of a man's face, slamming him on other's face. Y/n rolled out the way of gunfire before webbing the ground below a girl, Webb pulled the girl's face and slammed it to the ground. Y/n then webbed up the goon from afar before webbing the pole above them and swinging to kick a man above water. Y/n then webbed him in the air before slamming him into the water. "Brought you a float! You're welcome."

Y/n's spider sense went off as Robbie screamed. One of Lincoln's men had some of Crypto's equipment. Y/n was confused when they held Robbie at gunpoint. "Now why would you two be working together...? Weren't you two rivals?"

Y/n webbed the guy's hand, making the gun backfire, blowing the man back and knocking him out. Y/n looked at Robbie, "hey! You okay?"

"The Daily Bugle! Lincoln is planning on blowing bombs around the building!" Robbie grabbed Y/n as Y/n was concerned.

"What?!" Y/n shouts as he looks into the distance. "Shit! Okay, where do you want me to drop you off?!"

"Central Park! I know a safe place!" Robbie said as Y/n webbed his shirt. Y/n took off into the air with a charged jump as Robbie was pulled along. "WHOAAAAAA! AHHHHHHH!"

"Come on, come on! Pick up!" Y/n shouted as Yuri picked up.

"Hello?" Yuri asked as Y/n was putting all his focus into swinging faster.

"Yuri! I'm with Robbie! Just saved him from Lincoln's and Crypto's men!" Y/n shouted as Yuri stood up.

"What!? We never got a call about Robbie breaking out." Yuri said as Y/n turned the corner, Robbie hung on for his dear life.

"Lincoln teamed up with one of the main scientists at Crypto! They busted us out, something about needing progress in human testing." Robbie said as Yuri took the voice as evidence.

"Yeah, that's not all. Lincoln plans to blow up the Daily Bugle Building. I'm headed over after I drop Robbie off." Y/n said as Yuri nodded.

"I'm sending my men over there right now." Yuri hung up due to urgency. Y/n arrived and put Robbie on the bench.

"Now, don't get captured again or I'll make you pay this time." Y/n pointed at him before swinging away with high speed.

"You...come with me." Kateri appeared behind Robbie as he freaked out. "Don't worry...I'm not with Crypto...not anymore."

MJ is seen working as she gets a phone call, "hello?"

"MJ! Evacuate the building now! Bombs are set up all around it, I'm headed there as fast as I can!" Y/n shouted as MJ was in shock. Once she realized what was happening, she got her jacket and hit the fire alarm. "What was that?"

"Evacuation." MJ said but a huge boom was heard as shaking was felt. Screams were heard outside the door as MJ opened it, a small fire broke out as the windows were cracked. People flooded the stairs as MJ looked around. "Spider-Man, one of the bombs went off."

"How bad is it looking?" Y/n asked as he shot a line to a building but used another to lift himself higher in the air at a faster speed.

MJ looked around. "It's not that..."

Another boom rang out as the building started to slant, MJ planted her feet. "Alright, I take it back, it's bad."

"Get out of there!!" Y/n shouted as MJ looked to see two exits blocked off due to debris.

"I can't, the only way out is the window. Wait! Fire escape!" MJ said as she rushed to it but the door was kicked off its hinges as MJ was sent back. Lincoln rose from it, unharmed. "What-?! Lincoln!"

"Heheh, Watson. How do you like the new glow up?" Lincoln asked as MJ was taken back.

"Your skin, you look dead." MJ said as Lincoln smiled. He walked around, circling her.

"Funny enough, I did die. That's the gift of evolution, ain't it?" Lincoln said as his back was towards the window. "I died for the cause, and god brought me back to life."

"More like a freak accident, Lonnie." MJ had the guts to say. Lonnie flinched. "All this pain and suffering you've caused, it doesn't need to continue. It can all stop. Right here."

Lonnie smiled and took out his gun, "yeah...it could, couldn't it. But then... I would've be paying back the world, for what it's given me."

"I think we're better off if you don't give us anything else, Lonnie." Y/n dropped kicked Lincoln back as he stumbled forward.

MJ went to hide as Lonnie held his head before smiling at Y/n. "So you're the one I keep hearing about. Did a number on my guys down at the docks."

"You killed that innocent girl's family." Y/n said as he chuckled.

"Innocent? Come on, Spidey. No one is innocent in this world." Lonnie said as he raised his fists. "Only those who accept that they aren't, and those that are lying to themselves."

Y/n webbed to Lincoln's face, punching him back and back. Lincoln grabbed Y/n's throat and tried to squeeze but Y/n webbed his face as Webb attached to the ground. Y/n slipped out of Lincoln's grip and was slammed to the floor, Y/n tried to web him up but the. Lincoln started to get dusty...or rather his skin did. "Time to see what this baby can do."

"Hm? Is looking like a Tombstone supposed to do anything?" Y/n was confused before Lincoln charged at him. "Whoa!"

Y/n leaped over Lincoln before Lincoln picked up a desk and threw it at him. Y/n swung underneath it and stuck to the ceiling, webbing the desk while he was upside down to throw it back at Lincoln. Lincoln was unaffected and smiled, Y/n was confused and got a fire extinguisher and hit him over the head with it. "Uh...huh."

Lincoln smacked him back as Y/n felt a bit of his blood in his mouth. Y/n slammed into a wall and held his head. He dodged a knee to his face, Lincoln's knee went through the wall. Lincoln tried to slice Y/n with his knife but Y/n crawls up the wall, using his Spidey stick to stuck his feet to the sword before kicking it to the ceiling. Y/n then webs the ceiling fan from above and drops onto Lincoln, no effect. Y/n shot off the wall to punch him but his hand recoiled. "GAH-! Oh, what are they feeding you?! WHOA-!"

Y/n slammed into a different room as Lincoln follows, "ugh...cold as ice...hard as a marble...this is just, great."

Lonnie walks up and snaps his fingers, "Tombstone...yeah..has a nice ring to it. 'Cold as ice, hard as marble'... I like that, Web-Spinner. Thanks. All my life I felt like a freak. What else would you call an albino? A black man trapped in a white man's skin? People looked at me, they saw a monster. But I was just a man. Now I am a monster, and I love it. Yeah: 'Cold as ice, hard as marble'... What else would you call a tombstone."

"RAG-!" MJ tases Tombstone as he turned around to look at her. Y/n quickly webbed the back of Tombstone's head before latching onto him. Y/n began to circle around him, leaping off the walls and shooting webs to bind Lincoln to where he is.

Y/n even crawled around him like a spider with his webs before leaping off of him. Y/n's Spidey sense showed him the  bombs going off in a couple of seconds. Y/n looked at MJ. "Hey, nice distraction. Time to go."

"What?" MJ said before Y/n webbed her close and went out the window. The bombs went off, the shockwave sent the two back before Webb wrapped a web cocoon around them. "AHHHH-!!!"

"HANG ON!" Y/n shouted as the building started to burn. Y/n existed the cocoon and looked at the leaning building, he looked back at MJ. "Stay here! I'll be right back!"

"I can't go anywhere!" MJ said as Y/n swung to the nearby building.

"Alright Webb, work with me here." Y/n started to shoot his webs like crazy on the buildings. The building was full of web lines as Y/n quickly circled the building with one big line after attaching the sides to the nearby building, holding the main one up. Y/n then stood in a far building and pulled. "GAH-! COME ON...!!"

Y/n's feet dug into the concrete of the building as he took steps back, the building started to straighten back up. JJJ looked at the sight from the ground, "I can't believe it..."

"GRGHGGGHH!!!!!" Y/n kept pulling and went it was straight, he attached it to the building and webbed the main web line to keep it stable. Y/n then swung to a distant building to look at it all, "huff...huff...we...we did it...some how."

"Yes...we did." A voice in your head said, you figured it was just your consciousness talking shit again.

Y/n webbed to the cocoon, pulling MJ out, "alright, we know he's after you, so we gotta go."

"Where could we possible go?" MJ asked.
————-
"I was not expecting Jersey." MJ said as she held her cup of coffee.

"Yeah, well I wasn't expecting JJJ to admit to his flaws." Spidey said as he held the latest paper of the Daily Bugle. 'the resignation of JJJ', it read. "He sponsored superhuman experiments but was unaware that they were kidnapped victims...I'm sure that's gonna hold well in court."

"Maybe he can...start a podcast." Kateri said as her son Joey looked at Y/n with shock.

"Whoa! Can I see your web shooters?" Joey asked as Y/n sighed.

"Wrong Spidey kid, gonna have to talk to Ghost about that one." Y/n said as Joey scoffed.

"You don't have web shooters? Lame...the web shooters are the best!" Joey stated as Y/n glared at him.

"What's with this Toxic kid? You know how many lives I just saved with no web shooters?" Y/n asked Kateri as she looked ashamed.

"Sigh...sorry about him. He gets it from his father..." Kateri said as Robbie tapped his foot over and over. "Now, I think this safe zone should be...well safe enough."

"I'm sorry, but why are we with her?" MJ asked Spidey."Last I checked, she was the leader of Crypto."

"Last I checked, you were a damsel in distress." Kateri glared at her as MJ did as well.

"Hey, hey, hey." Y/n raised his hands up. "Let's put a pin in that right there. Kateri defected, Ghost and Spider-Man told me before they went to do the raid. They helped her, which is why Joey is alive, we are safe, and Robbie is sleeping..."

"Huh?" The woman looked to see Robbie sleeping.

"Joey, wake him up." Kateri said as Joey nodded.

Joey tapped Robbie on the neck as Robbie slowly opened his eyes, "huh? What's going on?"

"Robbie, I need you to tell me all you know about Lincoln's plans." Y/n said as he walked to him.

"How did he turn invincible?" MJ asked as Kateri was concerned.

"He did what?" Kateri asked as Robbie held his arm.

"It was that Diox-3 chemical, they claimed to use it when making the Crypto Gear. It basically turned the bastard invincible." Robbie said as he looked at Joey. "Ah, sorry kid."

"He's heard worse." Kateri claimed.

Joey scoffed, "no thanks to you."

"Any idea of his next move?" Peter appeared in costume. Everyone looked at him in shock.

"Shouldn't you be...?" Kateri raised her eyebrow.

"I'm the hospital?" MJ asked but it sounded more of like an angry statement.

"Wait, how do you two know each other?" Y/n asked as Peter looked at him.

"She's been my photographer for years, also gives me the cities secrets." Peter said as he was limping, only Y/n saw it though. "Now, any ideas?"

Robbie fixed his glasses before putting a hand to his chin. He thought about before shaking his head, "no...the only thing that Lonnie would do is to share his 'wealth'."

"Shit..." MJ said as all the adults seemed concerned.

"What? What does that mean?" Joey asked as Kateri looked at him.

"It means Tombstone is trying to share his powers with his men." She explained as Y/n nodded.

"He said that he treated them like family, and to some crazy extent I believe him partly." Y/n says as he taps his suit.

"Diox-3 can change most liquid chemicals into it, it's how the ice was formed." Kateri alerted the teams. "Still, to find enough chemicals in order to mass produce it, he would need..."

"The chemical plants...!" Y/n says as everyone looked at him. "He's targeting the chemical plants in New York. Think about it, if Diox-3 can change any liquid chemical into it, then where else can you get such a large supply so close?"

"I'll call Yuri." Spider-Man said as he walked away.

"I'll call the city's chemical plant." MJ w left to go find help.

Kateri looks at Y/n,  "nice job...Spider-Man."

"HEY! WE GOT AN ISSUE!" Joey shouted as Y/n's Spidey sense went off. Y/n quickly webbed Joey as an explosion rang out. The debris was flying everywhere as Y/n slowly got up.

"What the...what happened?" Y/n wobbled on his feet as ice is heard firing and webs shooting. Y/n shook off his dizziness before rushing forward and punched a guy back. "Next customer?"

Tombstone's gang aimed their guns at Y/n and fired. Webb absorbed them before shooting Web bullets back. They hit the foes as Y/n smiled, "well I didn't know you could do that."

Y/n's hands as covered in webs before Y/n swung it around like a tendril, "oh ho ho ho! This is gonna be fun!"

Y/n ran to a foe and started whipping his arms at him, slamming him to the ground. Peter then rushed over and webbed him to the ground, "that's some power you got under your belt...what you're not wearing a belt? Should I say mask?"

"I think I understand what you mean." Y/n said as he dodged a ice beam. Peter held out a device and threw it at a large heard of the group, the device shot out webs like a web bomb. He then took out a device that pushed all of them to a wall. "Oooh, share!"

"Nope, not yet." Peter webbed away as Y/n looked around, "how did they get through?"

"Yeah, I thought this place was safe?" Y/n said as Peter shook his head.

"It's Jersey, how safe can it be?" Peter brought up a good point. Y/n then saw Kateri in the distance and webbed one of her goons in the face. They dodged and froze the web line, Y/n let go and made a web shield to block the ice beam coming at him. Peter went for another web Bomb but the goon cut it up. "Of course it's never that easy."

Y/n dodged a punch and webbed their pants down, Y/n then pushed them forward as they tripped over their pants and Y/n webbed them up. Peter looked at him, "now that's just bullying."

"Terrible job, Spider-Man!" She shouted as she froze her own goons. Y/n kicked one back onto the wall and webbed them up. Y/n webbed under the swordswoman who was trying to kill him and pulled the sewer hatch.

Peter looked at Joey, who was trying to avoid the fire, "get out of here kid!"

Peter threw his gravity gadget into the sewer as the water rises as the foe. Y/n punches her back before Spider-Man follows up with a spinning kick. Last, Kateri thrusts her ice glove into the water, freezing the foe. The foe swung her sword around like crazy, making icicles that went all over. "JUST STOP! IT'S OVER!"

Peter webbed the hand to the wall, but the motion sent one final icicle out. "GAH.."

"What...what was that noise?" Y/n asked as his spider sense went off. He turned around, "oh no..."

"No, no no..." Peter saw a younger Y/n standing with an icicle in his chest, bleeding.

"Spider...Man...?" Joey asked as he fell to the ground.

"JOEY!!" Kateri shouted as Y/n and Kateri rushed to Joey. Peter couldn't move, his mind raced a thousand thoughts. Webb quickly came out and wrapped around Joey, "don't take the icicle out, it's probably the only thing keeping him alive."

"...M-Mom?" Joey asked as Kateri took off her mask.

"Yes, I'm here, Joey. I'm here, Mommy's got you." Kateri said as Y/n looked at Peter.

"Come on, Spider-Man! He needs a hospital!" Y/n shouted as Kateri picked Joey up and began to run. Y/n swung away as Spider-Man slowly followed. A montage is seen as Y/n, Peter, and Kateri burst into the hospital with Joey. They see that the rooms of full due to Lincoln's attack. Kateri cries as a doctor rushes to them, Michael Morbuis. He picks up the boy and takes him to his room. Y/n and Peter stay behind and wait as the ER lights go on. MJ and Robbie arrive as they are filled in, MJ holds her mouth. Peter is broken, he doesn't move much, barely speaks...looks lifeless almost. Soon the lights go off, but Kateri comes out with a face of despair.

"..." Kateri looks out the window, no body says anything. "It's all your faults..."

The temperature immediately dropped, "no matter what heroes touch, chaos is all that follows."

"Kateri..." Y/n started to say as her tests fell to the ground, but shattered due to them freezing.

"Don't you Kateri me! If it wasn't for you reckless actions! If I had listened to my gut about you all! JOEY WOULD STILL BE ALIVE!" She shouted as ice started to ring out. Y/n leaped in front of a girl in a wheelchair as the ice formed around his leg. Kateri was taken back at his actions before looking at the broken Spider-Man. The tension was heavy as MJ stood in front of Peter. The staff didn't know what to do either as Kateri looked around at Morbuis, who was saddened. She walked to the door and left, "the next time I see you, I'll kill you. It's true what they say, whatever light Spider-Man touches, death is only thing that shines down."

"Come on...let's get out of here." Y/n said as he and MJ picked up Peter as Robbie decided to stay behind. Y/n webs MJ to her apparent with Peter as they walked into the apartment. Y/n started to figure out who Spider-Man was, MJ wouldn't just allow anyone in her apartment.

"I can't..." Peter said as he grabbed his head. "I can't do this anymore..."

"What? No no no, we're so close." Y/n says as he looked at Peter as he took off the mask. Y/n did as well, "we're so close, Peter. We can't give in now."

"Y/n..." MJ said as Y/n shook his head.

"No, no, there's gotta be something else we can do! I mean, as long as we're here, he could still be out there." Y/n says as Peter holds his head and starts breathing heavily.

"I CAN'T! I'VE BEEN DOING THIS FOR 20 YEARS!" Peter shouts as he holds his mask. "20 years...and I have nothing."

"No, you don't get to say that. You don't mean that." MJ sat next to him. "When you fought Electro, you loved me. You said you wanted Y/n to be raised in a future where everything is okay."

Peter shook his head, "I wasn't able to make that come true."

"No one ever can, Pete." MJ said as she teared up and held his face. "But you gave it your best..."

Peter smiled and looked at the mask, his hands wouldn't stop shaking. "I did, didn't I..."

"You did..." Y/n said as he looked at him. "You always gave me hope...that I could become something more than...just a boring old teenager."

"For all the times I wouldn't give to be normal teenager." Peter said as Y/n made a decision.

"Then maybe you can be a normal adult." Y/n says as he stands up. Peter looks at the mask, Y/n holds his hand out. "I'll never know I'm ready, but you deserve more."

Peter hesitated. Is this really what he wanted?

"Thank you, Spider-Man." Peter said as he gave the mask to Y/n, Y/n clenched it in his hand. "And you, Spidey. You're now Spider-Man."

Y/n had a serious look, "I won't let you down..."

"No...that's not what to say." MJ said as Y/n was confused.

"Don't let yourself down..." Peter said as Y/n got a call. Peter started to fade away again in his mind as MJ held onto his hand.

Y/n looked at his weakened father. Y/n couldn't find the words, what to say now...Y/n put the mask in his pocket and put his own mask back on, he swung out the window and swung to the night sky. "Yuri....tell me some good news..."