Sp// Dr: An Ultimate Marvel AU - GrimnirBorson (2024)

Chapter 1: Caught in its web

Chapter Text

Summary:

1945

Steve Rogers, a skinny civilian from Brooklyn, volunteers for the Super Soldier program. The secret formula turns him into the first and only Super Soldier, leading the Allies to victory. In his last mission, the Captain manages to stop a terrible weapon from destroying Washington D.C. The Captain seemingly perishes in the Atlantic Ocean.

The Year is 20xx.

After Doctor Reed Richards' experiment that gave him and his team incredible superpowers, the world has started to become a place of Marvels.

Captain Steve Rogers has returned, his body encased in an iceberg, resumes his mission.

After Richards’ team, The Fantastic Four stopped the Annihilation Wave from destroying Nevada, and the Avengers, S.H.I.E.L.D. 's sponsored super team, stopped another invasion from the Chitauri, saving the entire planet in the process, the superhero has become a sought out commodity. New York is protected by the cold, unfeeling security machines provided by the Oscorp Corporation. Unfortunately, crime has stepped up its game…

Cover Art by Nautilotta

Chapter One: Caught in its Web.

New York’s skyline looked like a row of metallic black teeth, bathed in cold starlight.

In its shadow, figures clad in black metal were flying through the narrow passageways between the buildings. One of them moved with liquid grace, his flight uninterrupted, taking it as a bird of prey takes the air. The other followed him more clumsily, just a few seconds late in its track. Their gear wasn’t making a sound, to the outsider’s eye just a pair of metallic wings cleaving through the night sky, to the first man’s delight.

He looked down and finally could feel that everything was within his grasp. Something caught his attention more than anything else in the sprawling city as his eyes surveyed his kingdom: In the sea of advert and lights, the Oscorp Industries' holographic logo stood cleanly in the air, unbroken and perfect at the top of the corporation’s tower. A monument to one’s man ego, he thought; and for that, eager to be toppled. The two reached a smaller building a few blocks from there and the first man landed on top of a rooftop. His wing folded with a satisfying click and he observed the sleeping city once more before resting his eyes on the logo again. He held his hand in front of it as if he was grasping it...And clenched his fist around it.

“Do you see this, Adrian?” The man hissed, his voice muffled by his black helmet. “This is where you belong. Above them all. ”

“What’s that, Adrian?” The other man had finally kept up with him and joined him on the rooftop. Just as he was starting to enjoy the silence.

“Just making things clear.”

“ Is everything clear?” The man crossed his arms, tapping his finger on his elbow repeatedly. Adrian raised one hand to tell him to wait a little more.

The man fiddled with something in his mask and the interior lit up, displaying lines of information right in front of his eyes. Every escape route, access point, and structural weakness of the building unfolded in front of him. As he moved his eyes, more and more information about every place he could see was displayed in real-time. The man couldn’t help but smile at the thought of all that power. Even after seeing them for the umpteenth time, that sense of satisfaction at having his plan unfold was exhilarating. He lived for that thrill.

“One day.” He pointed at the tower. “That.”

“Why not now, then?” The other man asked, tilting his head. His expression was also hidden by his own black mask, but Adrian could see he was growing impatient, even beneath his monotone voice. Wouldn't have been the first time. His red eyes flickered in the dark as he waited for a response, but Adrian had always the same one.

“Patience. It’s not why we’re here. Not today.”

“When?”

“They have to see this first.”

“Why? Why are we drawing attention to ourselves?”

“Because I want them to see us coming.”

His gaze trailed downward and a pathway was highlighted by his device and appeared on his display. A timer appeared in the upper left corner of the screen. Seconds were ticking by and the man knew he had to get back to work. He took one last look at the Oscorp logo, a smirk still creeping under his mask.

“Send the signal, Blake. We’re ready.”

“Got it.”

The man pressed a button on his wrist. Half a dozen of red lights flickered around and a swarm of mechanical shells followed, waiting in the men’s wings. The bulk of their chassis was made out of a thick metal ring, sporting a camera eye on its front, part of a system capable of transmitting its status and mission data to its controller via data-link. Their sides were adorned with rigid, black metal wings, painted with a light-absorbing coat. It wasn’t just a theme to follow: Those harnesses were aerodynamic and fully capable of being used as an impromptu weapon. To add further irony, they were based on an Oscorp project.

Adrian pointed to the streets below as the timer hit zero.

With that one gesture, the fleet of mechanical weapons flew from the building and poured out in the street, scattering across the still highlighted path. As Adrian joined the fray, still above all of them, he sent his readings to his mechanic accomplices’ data link

A van was speeding along the street and the gang spread out like tiny black dots in an old movie’s frame to place themselves at the sides of the road. The surveillance drones swooped in as part of their patrol, only to be shot down one by one as they arrived.

Adrian’s display showed them as tiny white dots, one by one extinguished by his soldiers. Those ones were Oscorp built, as well: He saw fitting to destroy them with their own weapons as a taste of things to come.

Another group of soldiers spread out to take out the rest of the hidden cameras, soaring above the streets littered with their other drones wrecks. The machines shot them down with the same, cold precision signs and plaques, scattering the pieces of surveillance gear on the ground. Soon, the whole street would’ve been cut off from the grid.

When all the preparations were done, Adrian issued a command on his gauntlet and from the top of the drones, sprouted a metal hook each. A jolt of electricity coursed through their metal tips and they hid in the shadows once again, waiting as their engines quietly whirred into the night. The two men flew to the top of a small building and waited, perched on top of a holographic billboard.

“Alright…” Adrian croaked with a hoarse voice in his communicator. “Kill off the grid.”

Copy that.

With a simple key push, his accomplice on the other end of the line sent a small malware in their section of the grid just to be thorough. Network failures would have occurred in that part of the city, but Adrian always reasoned that people could do without the internet for some time, especially in that day and age. It was for a greater good: His, of course, but still a greater good.

A sad*stic smile curled Adrian’s lips as he saw the van passing right below them, and with a simple clicking of his fingers, the mechanical henchmen swooped down ready to take their shots.

Grappling hooks pierced the sides of the vehicle, stopping it on its track. The driver, addled and half-conscious from the monotony of the job, was slapped awake and realized the vehicle was creaking to its core. When he noticed he wasn’t budging he floored it as hard as he could, but the wheels were spinning without the van moving forward any.

Before the man could even think what had happened, a demon, clad in black, with large black wings and glowing red eyes jumped onto the van’s hood.

“Boo,” Adrian said as he hunched over, his claws screeching on the vehicle's glass.

Before the frightened driver could reach for the door, the winged figure shot the driver twice in the chest and one in the heart with a gun mounted on his wrist, before he could even ask for mercy. A clawed hand crashed through the windshield, grabbing the corpse by the neck and threw him out of the vehicle like yesterday’s trash.

The swarm moved in position to lift the vehicle up in the air before the driver even finished rolling over on the ground. With a push of a button on Adrian’s wrist, the ropes tightened and with a combined pull, the vultures were now carrying their bounty with them into the night sky and started their flight back to their lair.

“37.03 seconds,” Adrian said as he moved in the front of the formation, their metal wings still reeling.

“It’s better than the last time,” Blake said, as he caught up with him.

“We have to do better next time.”

Blake finally let out a throaty chuckle, muffled by his mask. “This is a great gig already. You’re getting greedy, Ade?”

He flashed a smirk from under his helmet as he guided the gang to the hideout. “Oh, no. I want to show them that they can’t stop us now.”

***

“Why did it stop now?!”

What Liz Allan appreciated the most in an average high school experience was blending in the background. She had good grades, but nothing to write home about. She was popular, but not that popular. She had people talk about her, but saying mostly good things.

Being class president, she had a fair deal of attention placed on her, much to her chagrin, but that holographic blue screen of death shared on all of her classmates’ desks, was surely drawing the wrong kind of it.

“Does that mean we’re not getting homework?” A girl asked from behind in a very confused tone.

“Please, tell me we don’t have any homework,” A boy answered with a very exasperated voice.

Biology class was over and their teacher, Mr. Warren, had tasked her with distributing some notes to the rest of the class and had sent them in advance to her student account. Of course, it was at that moment that the weekly network failure decided to rear its ugly head. The dark side of an almost paperless society, Liz thought.

“Oh, no, no, no, no. Mr. Warren is going to have my head if I don’t fix this,” Liz urged as she kept pushing random keys in the hopes of making something work. All the while she used her considerable height to block the screen off meddling classmates’ sights. Liz herself was a tall and lanky teen, with wavy straw-blonde hair in a side part. She had thin arms and a long face with sharp eyebrows and a delicate button nose. She was wearing a shirt with short sleeves and a quirky red tie to accompany a green teal skirt that was part of her school uniform.

Liz’s efforts seemed to work as she managed to reboot her computer, only to show the same screen again a few seconds later, complete with a mocking beep. She roared in frustration and was about to punch through the holographic screen until she felt a tiny hand tapping on her shoulder.

“ Omatase , Lizzy. Rest that pretty little head.”

With that, Peni Parker was ready to make everything about her as she cracked her fingers and got to work on the issue at hand. Liz gracefully stepped out of the way to let her classmate take over and exhaled a quiet sigh of relief.

“Now let’s see what the problem is here…” She stepped forward, planting one foot on the chair next to her, and hunched on the keyboard, her fingers typing at ludicrous speed, a string of commands that neither Liz nor everyone else even pretended to understand.

She was a small teen, five feet or something of pure energy. She had slick black hair kept at a half-length with a few wild locks here and there and parted at one-third. She sported a pair of sharp, almond-shaped green eyes, a small nose, and a delicately pointed chin. The girl was wearing a black sweater on a white shirt and a green teal skirt with a pair of stockings, fully owning up to the schoolgirl look.

“And now the finishing touch.” She closed her eyes and let her index finger spin and wonder on the keyboard, all while sporting a huge grin. She opened one eye to see with its corner a very impatient Liz tilting her head towards the device, signaling her to hurry up. The girl chuckled softly and pushed the enter key. The Midtown High logo flashed on the screen to announce a successful reboot and a private message on Liz Allen’s class presidential account.

Liz lunged forward, clutching her friend in a bone-crushing hug. “Dude, you just saved my butt!” She laughed, completely elated at that. “You’re the best!”

“You know it. You better know it. She knows it, guys. And so should you.” The sound of their celebration was cut short by a collective groan when the rest of the class realized that, yes, now they’d have to study the hundred pages Professor Warren insisted they’d read for their biology paper. Liz was just happy to have Peni Parker in a pocket in times of need. Not that she’d ever say that to her face: Peni was sensitive about her height.

“Oh, knock it off, Parker,” A boy said from the back of the classroom. He was sitting with his feet on the unoccupied desk in front of him and was staring at the ceiling, completely unconcerned. He had light brown skin and blonde hair sported in a buzzcut, wearing his shirt loose to show off just a glimpse of his toned chest. “You won the day. What, you want a standing ovation?”

“Well—”

“She doesn’t want it,” Liz cut that out by putting a hand on Peni’s mouth before she could answer. “Thanks for the offer, though.”

“I don’t know. I’d like to be recognized once in a while, but no, no,” Peni scoffed. “I do this out of the goodness of my heart.”

“Well, Parker...” Flash sneered. “These attacks are getting more and more frequent. The city’s network is falling apart. You could be behind it to take the credit.”

“Flash, that is stupid,” Liz scoffed.

“Yeah, Liz.” Peni clicked her tongue and crossed her legs, flashing a satisfied smirk. “If I wanted to take down the network it wouldn’t ever get back up.”

Flash raised an eyebrow and gave out a blank stare. Liz turned towards her friend with a horrified look in her eyes, even taking a small step back.

“But I wouldn’t do that, guys!” Peni hid behind her taller friend to shield herself from a multitude of concerned and angry looks crawling on her skin. She flashed an apologetic smile before clinging to her friend’s back for security. Liz just rolled her eyes at that, she thought it was cute. “Liz, you think I overdid it?”

“A little. Alright, everyone!” Liz clapped twice to draw the attention of the students as a few of them already left the classroom or started chatting up with their friends. “Mr. Warren tasked me with passing out the remaining chapters, just give me a minute to access my profile.”

Everyone promptly groaned, but still took their time to access from their desk computers and phones. Soon, everyone was back in their seats and a multitude of holographic interfaces lit up the classroom, sharing a download icon on every screen. Peni sat on Liz’s desk and happily kicked her feet as she waited, stealing a few glances at the file while she was it.

“But seriously though, that was cool,” Peni said breaking the silence, pointing one finger at the roof and slowly bringing it down towards the window and the city outside of it. “Everything the light touches, it's my kingdom!”

“Yeah, you’re lucky everyone in the world like the Lion King, Parker,” Flash whined as he dismissed the holo-screen with a wave of his hand. “You ain’t that special.”

“Oh, yeah?” Everyone else in here would beg to differ.”

Peni pointed at the rest of the class as if expecting an answer from them. Instead, her classmates were occupied with just getting on with their lives. Half of them already left the classroom heading to their business, others were gathered in their cliques to talk about their daily lives, presenting just a wall of turned backs. Peni sighed, dejected, visibly deflating, and silently sitting back to her desk, with a sulk.

“Nice.” Flash chuckled. He raised one hand to his left and one classmate, a large boy with a tuft of hair on his chin that in some country could pass for a beard and a shaved head, gave him a high five.

“Yeah, whatever, the day is still long.”

He squared her head to toe. “Unlike you,”

“Peni, we know what we said before,” Liz patted her friend who was fuming with rage, every inch of her tiny body shaking and fighting the urge to jumping down the blond boy’s throat.

“You’re right.” Peni turned, throwing her hands in the air. “I’m playing his game, you always sa—”

When Peni turned, she realized there was something wet and in her hair. She checked the back of her head and found out she was pelted with a spitball.

Liz could’ve sworn someone had spat out a venom-filled. “Thanks, nerd.”

“Really? Just that?” Peni asked while picking the slimy thing from her mop of hair. “ Bakayaro domo... ”

“Ok, who did that?!” Liz roared as she slammed her hands on a desk. “Come on, come clean, be decent at least once!” She scoured the desks only to see a bunch of rows of hunced over students, no one daring to cross her avenging gaze. A student tried to slowly raise his head, but the attempt was shot down by a flash of Liz’s venomous gaze. Once she saw that no one was coming clean, she grabbed herself a handkerchief and cleaned the rest of Peni’s hair without saying another word.

“Don’t look at me.” Flash shrugged. “I was here all along.”

Liz just rolled her eyes at him and scoffed, not even dignify him with an answer.

“Nice comeback, dude.” Said the boy at his side, nudging him with his elbow.

“Shut up, Kenny.”

“Come on, Peni. Let’s go and do other class president stuff,” Liz said while leading Peni out of the classroom, shooting up one last look of disgust at her classmates.

“Let’s do class stuff...” she looked sadly at the last spitball crumpled Peni managed to fish out of her hair before following her friend outside.

****

The two were sitting at the opposite side of a copy machine in a dusty, old storage room. Old machines, at least one of each machine generation, were stacked inside along the sides of the room, just in case someone would need an old, possibly malfunctioning one. Liz and Peni were working at the latest, and the only working, one.

The stack of papers was growing as the machine whirred in the mostly silent room. Peni was sitting on it, kicking her feet while waiting for the job to be done. She looked forlorn and a thousand thoughts churned inside her head as she watched the backyard through a small window. A building was flashing a hologram of the latest ad for the reelection of Mayor Fisk.

“Liz?” Peni asked, finally breaking the silence.

“Yeah?”

“Why does nobody like me?”

“ I like you.”

“Yeah, and you’re the best.” She took a few seconds to evaluate the distance and jumped off the copy machine. “Sometimes, I think you’re the only one that does.”

“Honestly, you were great, but people sometimes prefer humility, you know? I mean, you can brag and back it up, but not everyone does.” Liz chuckled. “God knows I don’t.”

“It’s just that I feel proud of what I do. I can’t help it.” Peni realized that it was too much activity that day for her weak nerd ankles, as she liked to call them. She bent over to massage one leg, letting out a small grunt. “...It’s for my parents, Liz.”

Liz whispered, “Oh, Peni…” Whenever that happened, Liz just stayed there to let her unwind, in silence. She leaned on the copy machine and rested her chin on her crossed arms over it while Peni poured her heart out.

“I have to step up. Make them proud. They gave me so much and…I miss them.” Peni’s voice cracked and, taking a closer look, Liz noticed a small tear was rolling down her cheek.

It was a rare moment to see her vulnerable like this, Liz thought, so every time she was somewhat taken aback. “Sure, they can say “missing persons’ all they want, but we both know the truth. It hurts. It should. I know I should move on, I shouldn’t think about it anymore, I have Ben and May, but, you know how it is. I still remember them and there’s something missing where they’re supposed to be.”

Liz sighed and sat on the ground by her side. The moment she got there, Peni quickly latched onto her and hugged her tight. She didn’t have much strength in her arms, so it was like being held by a plushie, which Liz loved, honestly.

“What if I can’t live up to my past?”

“Chin up, Miss Parker.” Liz lifted her friend’s chin with a gentle push of her finger. “You know as they say: The past can hurt, but you can either learn from it or run from it.”

Peni smiled at her as she wiped away some tears. “...You do believe it’s the best movie in the world.”

“You rubbed off on me.”

As Liz saw her smile again, the day got just a little bit brighter, as always.

As they walked in the hallway to carry the stacks of papers, the two friends passed in front of the principal’s office. On the seat just outside of it, there was a girl whose attire and demeanor would’ve been the perfect representation for trouble.

She had an undercut of bleach blonde hair and was wearing a pair of tacky sunglasses to hide her eyes, but not her huge, shameless grin, showing off a slight gap between her front teeth.

She was wearing a leather jacket with a red shirt under it and tight leather pants, with high knee boots. The kind of clothing one would wear in a desperate attempt to look cool, but pulling it off perfectly because she gave no regard to actually looking cool. Not that Liz would’ve ever said that out loud. The delinquent was sitting as casually as possible with her legs shamelessly splayed. Liz sighed deeply as she passed and ignored the girl, hiding her face behind her hand.

“Good morning to you, too!” the girl yelled as the two passed by, with Liz hurrying her step.

“That was rude,” Peni said. “That’s just Gwen.”

Everyone in their high school experience had a friend like Gwen Stacy. Reckless, troublemaking, and somewhat proud of it. Being associated with her came with a long list of benefits and flaws Peni had to weigh in daily.

“Who knows what she did this time? Better ignore her and move on, maybe we can pretend that—”

“Oh, they ain’t going to ignore me after this!” Gwen yelled at the top of her lungs, removing any doubts to any passerby that, yes, she was talking to Liz Allen, and, yes, she had absolutely no shame in it, unlike the taller girl. “Check the school’s front next time.” The girl was full-on cackling and visibly unnerving Peni Parker, giving Liz a sudden urge to stuff her in her pocket to keep her safe, despite her protests.

“Oh, dear Lord, what is it now…” Liz stopped to look through a window and saw a large number of students gathering under where the holographic sign with the school’s name was supposed to be. Some of them were looking at the school’s building front with a look of utter disbelief, others taking selfies in front of it and some more baffled than anything for that sight, pointing and laughing. “Wait a sec.”

“Liz?”

Liz opened the window and poked her head, craning her neck to get a better view of it. “Ooooh...I get why she’s there.”

Peni tried to stand on the tips of her toes, but all she could see were Liz’s shoulders and back. She tried to move to the side, but the other girl kept inadvertently moving right where Peni needed to go. “Oh, come on, at least describe it! What did she do?”

“The holographic sign...The name of the school…” Liz groaned. “She tampered with it.”

“What did she do?”

“It’s not Midtown High anymore, I tell you that.”

“Wait, what?!”

Peni squeezed in and nearly climbed out of the window before Liz grabbed her by the armpits before she could hurt herself. Peni’s heart skipped a beat once she saw the building-sized top-down white spider being projected on the school’s entrance in place of its name. “G-Gwen, you…”

Peni’s face lost all color and Liz could see a deep sadness dwelling in her green eyes as she stared at that image, mouth agape as if that thing was something that crawled out of a dream. The girl was one second away from asking her why that sight was troubling her so much until Gwen burst out laughing again.

“My legacy’s right there, pipsqueak. I’ve just peaked in High School!” She drummed her feet on the wooden floor, trying to hold her belly for how hard she was laughing.

“Of course! She must’ve overwritten admin privileges and changed the password. But why haven’t they shut it down? Unless…” Peni’s eyes widened, instantly shaken out of her shock with pure nerd bliss. “Brilliant! The aux generator! She must have bypassed it!”

Peni turned towards the girl with an incredulous look. The blonde troublemaker flashed a thumbs up. Despite everything and for all the wrong reasons, Liz couldn’t have some underlying respect for the girl. Not that she could show it off, though, lest it went all to Gwen’s head.

“And now they can’t even turn it off. Hilarious.”

“What is that, though?” Liz said, tilting her head towards the window.

“I’m unleashing my inner hipster, princess. There was a hero before all of this stuff happened, you know? Before the F4 went out squashing alien giant bugs to protect Las Vegas, before the Avengers stopped a black hole from swallowing the city up, and certainly before Magneto went out and declared war on mankind by dropping satellites.”She leaned forward and whispered with a hand close to her mouth. “The Spider.”

“Oh…” Peni looked away, her hand clasping the edge of her shirt.

“So, why do you feel the need to deface our school?” Liz asked. “Superheroes aren’t that much of a deal.”

“Explain to me how New York was not swallowed up in a black hole, princess.”

Liz grumbled, conceding to the point. “Ok, but why did you do this specifically? Why this Spider?”

“To make the people think about them again. Out of the goodness of my heart. Superheroes are popping up everywhere and it’s time for a comeback. Besides, I wondered why they disappeared? What happened to them? Who knows, maybe one day we’re going to see them stand with the Avengers, and…” Gwen’s words trailed off once she Peni Parker dragged her feet back to the window and took a long, lonely gaze at the spider hologram out there. “What’s wrong, pipsqueak? Getting emotional?”

“Why does she get princess and I get pipsqueak?”

“Because that’s what you are.”

Peni burst out laughing, her mood swinging back to that of excitable jumping in the blink of an eye. “You’re awful!”

Liz joined in the laughter, still with a lingering feeling that Spider held more significance to Peni Parker than she wanted to let out.

The principal came out of his office, visibly irritated by the laughter just outside his door, which a simple glare from him shut down immediately. Peni and Liz stood at attention as he passed while Gwen remained on her bench, without a care in the world. He was a man of average build, with greying hair and a goatee, and was wearing an elegant grey vest. “You better enjoy this, Stacy. Once your father finds out about that obscenity you wrote, you’ll be in trouble.” He said pointing at the girl.

“Pssst. So what? What can he do? Arrest me?” The girl blinked and horror seeped on her face. “ Oh, God, he can really arrest me."

With that, the girl shrugged, did a little bow toward Peni and Liz, and followed the man in the office, her head hanging sadly while still trying to suppress her smirk. “If anyone asks you, tell them that Gwen Stacy was here.” She entered and the principal slammed the door after that.

Soon, yelling could be heard coming from behind it.

The girls stood there next to each other, at loss for word, while the scolding grew louder and louder. They exchanged a knowing nod.

“Weird girl,” Peni said.

“Yup.” Liz nodded.

“At least she didn’t kill anyone.”

“ Yet .”

“You’re funny.”

“And you love it.” Peni playfully poked her with her fist. Liz returned the gesture by messing up Peni’s hair. She knew it would take her an hour or so to fix that mess.

The short girl let out a small groan of frustration and then skipped to reach her friend’s pace as the two went back to their business in the shadow of the giant spider still blinking in and out of existence as it loomed on the front yard and in Peni’s thoughts.

****

Michael Morbius looked at the blood on his handkerchief and realized the countdown had started, like he was a fly trapped in a web, waiting for the spider to loom on his head. It was a fitting metaphor, all things considered.

The machines humming in the room were always soothing whenever these thoughts entered his mind. The cold, hard logic of science helped to distract him from his own mortality.

He looked at the three women sitting on the postation, their breath synced with the phalanx of machines embedded in the room. At least they looked like women. They barely breathed, they didn’t smile or complain or even move if not to deliver ominous news. Their eyes couldn’t betray any emotion as the upper part of their faces were hidden by a long, ovoidal helmet with a cable attached to its back each going to the ceiling.

Everything that they experienced.was turned to data, collected, and furiously examined with a series of precise commands given with the workstation holo-interface.

Yet, he couldn’t help but admire their courage: After all, no one was in that room against their will. He appreciated the fact that whenever he worked in the lab, no one would stare at or comment about his gaunt appearance, sunken eyes, long greying hair, and frail-looking body.

Especially not the mind behind everything, Norman Osborn.

He stood obediently in front of the screen, his broad shoulders not budging, except for his hands clasped behind his back. His green eyes were observing the spider cluster for hours with no intention of stopping. Morbius walked to his side to see Osborn’s stern look, Morbius’ cane trudging on the steel floor.

The screens showed a cluster of spider eggs, rolled up in a ball of viscous fluid, suspended at the center of the room. An electrical pulse coursed through it, making the whole construct glow blue.

A series of mechanical arms descended from the ceiling, each one of them equipped with a syringe on their end, to inject a green, glowing solution in each egg. The electrical impulse grew stronger, enough to make the inside of the eggs begin to glow

Osborn’s pupils almost widened as he saw several eggs finally cracking open, spurting green ichor. The spiders stumbled slowly out of it, their limbs crossing each other as they fatigued to make one step forward. They were born without any kind of hair on their carapace, transparent, and accented with red spots.

For a second, Osborn looked almost wistful as the newly born batch tried, despite all odds, to climb the web, only to fall over on the ground or just stop there and keel over. Others didn’t even go past shaking off the amniotic fluid off of them, simply content to vegetate while covered in green goo. One of them persisted, though, managing a few steps up the web. Osborn hoped that would be the one. He hoped that both of their persistence would be rewarded.

“Bring in subject 61.” Morbius pushed a button on the workstation and a slide-in door opened in the spiders’ room.

A nervous young man in his twenties wearing a dark green jumpsuit entered the room.

Morbius leaned forward and a microphone popped out of the workstation. “Subject 61, take a few steps forward.”

The man complied, nervously looking at the exit.

“Place your hand in front of you. Don’t be afraid of the specimen.”

The man did so and the spider noticed something. It started to slowly but surely spin a web, lowering itself further and further from a strand of web and dangled towards the man’s trembling hand.

“Do not move. Let nature take its course.”

The subject closed his eyes as hard as he could as the spider crawled on his hand. He felt a small sting between his thumb and index finger and the slimy carapace of the arachnid rubbing against his skin. The creature stood there for what seemed an eternity, its metallic mandibles clicking.

Norman Osborn wiped some sweat from his wavy red hair, his eyes still fixated on the screen. Every muscle was tense as he looked at the creature, hoping for a reaction from the skittering animal.

Michael Morbius’s fragile heart almost skipped a beat as the experiment was, maybe, just maybe, about to give some results.

“Madame Web.” Osborn snapped his fingers. “Report.”

“Cluster inert.”

“No activity.”

“Alpha waves flat.”

At his command, the three women spoke one by one, their voice lifeless and cold as steel, only for them to fall silent and immobile once again, their breaths as soft as the humming of the machines.

The spider promptly collapsed and fell on the floor, devoid of any life.

Osborn clenched this fist hard enough to draw blood from his palm. “We have to try again,” Osborn growled. ”Do not deactivate the cluster. Deactivate this batch. Get more serum.”

“Speaking of which…” Morbius pushed one button causing a holographic page to appear in thin air, showing the photo of a truck with its doors torn out, lying abandoned on the side of the road. “One more shipment is gone.”

“Again.”

“Not to mention the destroyed lab on the 5th Avenue.”

“Again.”

“And the missing lithium from last month.”

Osborn clenched his fist, so hard Morbius could see some blood trickling through his fingers. “Do we have any leads?” He asked calmly, immediately hiding his hand from the doctor’s sight. “Is there a way to stop them? This Vulture gang?” He sneered, his face contracting in a forced half-smirk.

“Sablinova is working on it.”

“Tell her to work faster. I’m paying her a small fortune to avoid this very thing. Tell her men to look into every corner of the city. Round up anyone suspect."

“You can go home,” Morbius said to the test subject, who didn’t need to ask twice as he bolted through the room, holding his hand. The scientist then turned off the workstation just in time to start a small coughing fit. There was more blood on his handkerchief than before and his chest felt as if he was burning.

“Michael…” The look on Osborn’s eyes softened. He placed a comforting hand on Morbius’ shoulder as he saw the man slightly stumble. “You can’t keep this up.”

“I know, I just want to see it through, is all. That’s it. I have no illusions about it.”

“If you need anything, I—”

“We need her, Norman.”

“Don’t say that, Michael. We both need to clear our minds. Tell you what, I’ll drive you home tonight. Personally.”

“I’ll just call Martine, thank you." he shrugged. "I’d hate to bother her so late, but I’d like to spend as much time as I can with her.”

“Understandable. I’ll finish some practices here and I’ll see what to do.”

“Harry will miss you.”

Norman sighed and looked at the ground. “I know. I know...But this is important to me.” He patted Michael’s shoulder again and sent him off with a friendly nod. The scientist walked out of the room as Osborn returned to stare in silence at the cluster’s screen.

“Disconnect Martha and Julia,” Osborn said. “Cassandra can keep recording until we shut everything down.”

The cables connecting the helmets of two of the three women detached themselves, allowing the Madames to remove it and place their gear on the workstation, hardly saying a word while leaving. Soon, only Osborn and Cassandra were still hooked at the workstation and the spider colony on the other side was the only living thing left.

“Richard's daughter...We'll have to use Richard's daughter.”

****

The Parkers lived in a small house, but with its own dignity. Not the most elegant neighborhood, but not even the worst.

Uncle Ben always said to Peni and May that he would take Queens over Hell’s Kitchen any day. Way fewer drones around there.

They didn’t have it that bad, all things considered. There was still some green in their yard, including a tree solid enough to build an old-fashioned treehouse. Or attempt to, at least.

“...And this is why Brother Bear is better than Hercules,” Peni said as she rang the doorbell.

Liz chuckled. “Thank God you don’t argue on the Internet.”

“Yeah, I would be winning.”

A middle-aged man answered the door. He was well built and sported a full beard with a few streaks of gray in it.

Peni always thought he looked cool with that, no matter what everyone else said. After her parents mysteriously disappeared and were declared dead, her uncle and aunt had taken Peni in when she had turned eight. Both of them used to work for Oscorp, but were no longer employers; instead of accepting a generous settlement, which allowed that newfound family to live a modest, quiet life.

“Oh, hey, Peni.” He playfully ruffled her hair as she came in while calmly sipping from a cup. “You’re early today.”

“Yeah, Mr.Lieber’s files were corrupted so he sent us home,” Peni said as she tried to tame her bangs. “Right after all that hassle with Mr. Warren’s lessons, can you believe it?”

Ben pointed his cup at Liz. “She didn’t have any hand in that, right?”

“Something that boring? Nah.”

Liz snorted a little laugh.

“It’s true. I would at least put something on a loop.”

“Wanna stay for lunch, Liz?” Ben asked.

“No, thanks. I’m here with my mom.” Liz moved slightly to the left, allowing Ben to catch a glimpse of her mother in her car, who honked at him. The man waved at her in return. “We drove Peni home,” Liz continued.

“Always so nice.” He chuckled.

“So, I’ll see you tomorrow.” She quickly hugged Peni who hugged her back. “Bye, Mr. Parker!” She waved at the two and ran off to her car.

“Bye, Liz,” Ben said until he realized he was waving with his cup hand and spilled the rest of the coffee in the garden. Peni couldn’t help but snicker at that.

“How was school today?” Ben asked as Peni closed the door behind her. He quickly took out a handkerchief to clean the stain from his shirt, hoping Peni wouldn’t notice then.

“It was pretty cool, but now I need to hit the hay.”

“What did the hay do to you?”

Peni snickered a bit and took her shoes off, noticing the immaculately clean floor.

“Is everything alright, Peni?” Ben took another sip of his coffee and looked down at his niece who was unusually silent. “Did something happen on the way there?”

“Nah, just the same stuff at school. Same old. That Flash guy and his friend liked to tease me.”

“Hope you didn’t kick him in the shins this time. You’re better than that, Peni.”

“Nah.” She rolled her eyes. “I just bit him."

“Oh, no…” The man looked very dour at that. Peni’s blood froze up as she readied herself to tell him it was just a joke and there was no need to be hasty.

“Now he’s going to turn into you!” The two burst out laughing and Ben playfully ruffled her hair again while she hugged him.

“You say this as if it’s a bad thing!” Peni heard a voice coming from the living room. “He’s just going to improve.”

She spotted Aunt May watching television, and so invested in that she didn’t move a muscle, her brown hair with a few grey streaks tied in a ponytail poking from behind the sofa. Peni signaled Ben to stay quiet and tiptoed her way towards her aunt, not making a sound. She covered her mouth to muffle her snicker as she prepared herself to pounce and hug her from behind until May lifted a finger to stop her.

“Ah, ah. Not today, Missy.”

“Aw, come on.” Peni rolled her eyes and lazily hugged her anyway. “How did you know?”

“Your uncle does that practically every day. You got it from him.” May turned from playful to worried in one second. She touched Peni’s forehead. “Peni, dear, are you feeling well? You’re hot.”

“Awwww, thanks, you’re cute, too.”

May frowned. “I’m not joking. Did something happen there?”

“Nah, it’s just that I need some rest. I have a busy life and stuff. Like, saving the school or something. Yup. You could say I am pretty awesome. No, no need to bow.”

“We won’t.” Ben patted her head causing Peni to scrunch up her face and frown.

“But we are so proud of you.” May pulled Peni onto the sofa and into a tight hug. The girl almost thought to at least pretend to be annoyed by that, but she liked being hugged too much to complain.

“Who knows, maybe one day I’ll work at Oscorp like you guys.”

May scoffed. “Can’t say I’m exactly happy about Oscorp, but I’m really proud of you.”

“Why is that, May?” Peni asked, still hugging her aunt.

“They sank their fangs in your uncle for too long. Now, look at him: A shadow of his former self.”

Ben placed a hand on his chest and gasped. “I’m standing right here, you know.”

“But it’s a great opportunity, Peni. You’re growing up to be a fine young lady.”

“A few more inches wouldn’t hurt.” Peni chuckled, as she spun on her heels, and doing a dainty little bow.

“Who knows, though.” Ben shrugged. “Maybe she’ll turn over a new leaf. Just like your aunt did a long, long time ago.”

May raised an eyebrow. “Excuse me?”

“This woman was a real troublemaker. Really. Back in her day, she was known as Mayday.”

“Wait, why?” Peni raised an eyebrow, confused.

“Because that’s what you yelled back in the day where there was trouble. That was before Oscorp got her hands on her.”

May pointed a finger at him then trailed it across his chin. “And you’re going to yell a lot more than that if you don’t knock it off,” She purred.

“Promises promises…” Ben smirked.

“GOOD GOD, GUYS, GROSS!” Peni cried out as she got up and rushed off as fast as her tiny legs allowed.

May looked back at the television, but not without hiding a smirk of amusem*nt as Peni was out of sight. It quickly faded from her face just as the news started again. “I’ll tell you what's gross: Whoever is responsible for this.”

The news was showing several attacks struck by a criminal gang of enhanced thugs. The news was dubbing them The Vulture Gang, due to the fleeting glimpses of men clad in winged suits of armor.

It was speculated to be an experimental technology, very similar to the suits of armor Stark Industries was flaunting with the Iron Man’s stunts or those new Sentinel programs that Trask was praising to high heaven, tooting their own horn to solve the “mutant problem”.

Neither Peni nor her aunt and uncle were fans of it: All of them believed that science should’ve protected and advanced society.

Petty thugs, machines of war, or instruments of suppressions were all abominations. Peni felt her stomach turning when she saw the wrecked remains of bombed buildings and vans. All of that damage and bloodshed for what? Money?

“I’ll be going upstairs.” She sighed as she trudged her feet, needing some respite after that sight.

“Hey, if you’re feeling it, you could help with that code later,” Ben said. “We’ll have to deliver it for Tuesday.”

“Can't talk now!” Peni rushed upstairs and slammed the door to her room.

“That girl makes me worried,” She said, turning off the television.

“She was right about something, though.” Ben took one long sip and finally finished his coffee. “You are cute.”

“Oh, you rascal!” She giggled and stood on her toes to reach up and kiss him on the lips.

“Come on, at least wait for Peni to go to sleep.”

Before anything could happen, Ben’s Starkphone on the kitchen counter started ringing. The man rolled his eyes as he very reluctantly squeezed out of the hug. “I have to take this…” He sheepishly muttered.

“Oh, we’re so picking up from where we left off,” May said.

He flicked his finger over the screen and a video call started as the hologram of a man appeared floating above the screen. He was a gaunt-looking fellow with sharp cheekbones and broad shoulders, with a head full of wavy red hair.

“Ben,” The man greeted, calmly standing with his arms folded behind his back.

Ben’s mouth stood agape as he stared blankly at the phone. May’s fingers tightened their grip around his shirt as she looked in fear at it. “Norman,” he muttered, as he tried to look composed in front of the man's stern aura.

The hologram looked down, and sighed, his gaze averting Ben's hand, but speaking in a firm, cold tone. “We need to talk about Richard’s daughter.”

****

Peni Parker, though, had other business other than sleeping.

The moment everything went quiet enough downstairs, she looked under the bed. The floor was cluttered with old computer parts and one console with a JRPG that she meant to beat, but she found what she was looking for. It was an old leather case containing DVDs.

Nowadays, it was a miracle for a computer to even have a player for those, that’s why she always had a repurposed one always connected to her TV.

She didn’t want to lose the chance to see them for a while, not even for all the money in the world. She sat on the floor and turned the player on.

The screen showed a man and a woman. The man was skinny with brown hair and green eyes. He was wearing a shirt and a worn-out tie, with a stack of pens jammed in the pocket. The woman had almond-shaped green eyes and wore her black hair in a bob. May always said she and Peni had the same nose. The man was messing with the camera, leaving fingerprints all over the lens. The woman was fixing up the stacks of papers filed on the desk nearby, before giving up altogether when it inevitably fell. She sighed and shook her head.

“Is it on?” The man tapped on the camera and went to sit next to the woman. “Richard?”

“Yeah, yeah, I hope so. I don’t want to say the same things all over again.”

“You can do a little improv.”

“I can’t. I care about this. What, you think that my daughter would like to hear me improv?”

“I wouldn’t have minded, honest,” Peni said, hugging her knees.

“So, Peni. Hope you’re hearing from us in the future. I hope all of us we’ll be here watching this and no, Ben, I didn’t ‘tape’ over your movies. That was one time. One.” He said, extending his index finger, flashing an over-exaggerated frown. The man immediately relented and burst into a hearty laugh. “I can’t get angry at you, man. You’re not even here.”

“Hi, May!” The woman enthusiastically waved at the screen. “This is Mae! Miss you so much. It’s hard being only one half of Mae Mae.”

“You’ll never tire of that joke.”

“No reason to stop.”

Maeko Takachiho was her name. At least before marrying Richard. Peni always asked herself how Peni Takachiho would sound in everyday life if they gave her her mother’s name. Those were also her roots.

“Anyways, guys, we were thinking about recording this, for posterity, and for you, Peni. Mostly for you. We destroyed every other recording. This is the only copy that exists and will exist in the world. I ask you to not transfer this video anywhere. Oscorp’s grid reaches everywhere.”

“Unless you destroyed this one, too,” Mae said. “In that case, I can say whatever I want. Like, that I miss watching you sleep. Or your hair that never stays in place.”

Peni brushed her hair with her hand and pushed a rebel lock back in its place. Her mom was the only person allowed to talk about her hair like that, apart from Ben, May, and Liz. No matter how many times she heard that one, her mom had a unique sass to her that warmed Peni’s heart. There was a sense of familiarity in those moments recorded of which she could only catch fleeting glimpses.

Richard sighed. “I wish we had more time for you at home.”

“But know this,” Mai continued. “That no matter what happens, no matter how many days we’re stuck in this lab—”

“—That we love you,” The two said at the same time and grasped their hands together, looking at the screen with a wistful look.

Those were the eyes that saw a loved one for the very first or the very last time.

As far as she knew, those DVDs were all that was left in the world of her parents. Both of them were young and brilliant scientists. Both of them work for Oscorp. Both of them were missing and presumed dead.

“I love you, too,” Peni placed a hand on the screen and for a second felt their warmth.

“This is your legacy, Peni,” Richard continued. “I hope that one day you won’t have to carry this weight, but you’re smart and strong. Stronger than you think. I hope you don’t have to use this.”

Richard stepped up and closed his eyes while sucking in some air. From under his clothes crawled out a slick, oily material that started encasing his arms and chest. The substance slowly solidified into a steel-like substance, forming a solid chest plate of segmented armor and gauntlets. Peni matched her mother’s awe in the video as the substance softened and reshaped itself on his chest, bearing the symbol of a bone white, topside spider-shaped emblem...

A voice came from behind her. “That video again.”

“Whoa! Uncle Ben!” Peni jumped and fell, landing on her back. “How did you sneak up?” she asked still lying on the floor, trying to adjust her skirt.

“...From the door?”

“Oh, right.” Peni tried to lift her back a few times with no success before Uncle Ben graciously lent a hand.

“Want to talk about this?” he asked, pointing at the screen as the recording continued.

“I thought about them today. After that stunt Gwen pulled. How could I not?”

“I’m just glad someone else in the world remembers him. With all these costumed heroes going around, Richard would’ve fit in perfectly. I guess he was too early. Both of them.”

“When I saw that symbol up there at the school, I wanted to cry. Will I ever live up to them?”

“I guess you’ll have to wait and see.” Ben sat down and Peni scooted away to make some space. “But know this: Just as they had me and May, you’ll have us by your side. I know it’s not the same thing, but you can count on us.”

Whatever warmth she thought she felt when she looked at her parents, didn’t measure up to the very real and very there one that she felt in her aunt and uncle’s house. “Thanks.”

She rested her head on his lap and closed her eyes, and for a few minutes, she didn’t want to think about either the past or future. Just drifting in a peaceful present with somebody she loved at her side.

“Peni? We have to tell you something…Something about your father and...we don’t know if you’re going to like it.”

Aunt May also entered the room and stood in front of the half-closed door, watching Peni as she watched the world around her change.

****

Sometimes, Peni Parker wondered where her place in the world was and who she was supposed to become. Someone whose cheek was creepily brushed by a plastic tentacle was not on the list.

“So, this must be the famous Peni Parker…” The strange woman with the large ‘do of curly brown hair was the owner of those tentacles. She had a sharp, thin face with a long nose that held up a pair of large, thick-rimmed glasses. The strange plastic appendages came from under her lab coat, just at kidney’s height. “I thought you’d be different.”

“Me too.”

“Oh, silly me!” She slapped her forehead and chuckled. “Olivia Octavius. You can call me Liv. Or Dr. Liv. Never Doctor Octavius.” She extended one tentacle, its claw click-clacking weakly as it slowly approached the unnerved teenager.

“It’s a pleasure to meet you…?” Peni examined it for a few seconds before grabbing one pincher and shaking it lightly like she would a hand.

“It’s the tentacles, right? They do that.”

“They’re fascinating, actually.” Peni took a closer look now that they were still. “Soft robotic implants. They look inflatable, too.”

“They told me you were smart. You should’ve seen the first version. They were bigger than me. Almost broke my spine. That was until I reinforced my spine. Then I had to remove parts of my intestine, shrink a couple of kidneys and replace most of my blood with a nutritious goo to have everything fit, but let me tell you, everyone in the future will benefit from a liquid diet, trust me. It will be the norm.”

Peni shrugged. “I like smoothies.”

“I knew we would be friends. Not that I would suggest extensive modifications in a body that is still in development.” Olivia held a hand next to her forehead and then to Peni’s. “In much need of development.”

Peni scrunched up her face and frowned.

“I took a look at your resume, Parker. Top of your class, two times winner of the Midtown Science Fair, President of the short-lived Disney Reenactment club…”

“That was a very weird couple of days.”

No one liked their rendition of Hellfire. Except for the fire. It spread really quickly. But she wasn’t there to talk about Disney movies, as much as she liked the idea. Not even the impressive showing of Oscorp’s tech could take her mind off her purpose.

“Did you know my father?” she finally asked, cutting straight to the point.

Octavius stopped with the quirky act and sighed, removing her glasses as she looked sadly at the desk between the two. “I did. Brilliant man. Such an asset. But before he disappeared, he left us with something, his masterpiece. A symbiotic suit to encase and enhance anyone that wears it. I suppose that you know what a symbiote is.”

“Like a parasite, but it’s beneficial for both the organism and its host.”

“So smart, you’re becoming my favorite test subject!” Octavius’ tentacle slipped out of her coat to give Peni a condescending pat on her head. “I mean… Volunteer. Of course, assuming you still want to.”

“My father was part of Sp//dr. I will be part of Sp//dr.”

“You’re the first to notice the slash.” She playfully pinched Peni’s cheek. “It’s a fascinating little thing, actually. A wetware computer that is designed to compartmentalize your brain. Think of it like adding more cores to a computer.”

“That is if he accepts me.”

“He should accept you. After all, it was made with your father in mind. Richie, you clever boy…” Octavius chuckled. “Now, Peni, the experiment will be done in a safe environment. We have a handful of cloned interfaces, a full medical team, and everything else we might need, but if the procedure is too much—”

“I have to do it!” Peni cried out while slamming a tiny fist on the table, shocking the doctor out of her speech, Liv watched in awe at the previously timid little girl, a satisfied smirk in her face.”

“It’s everything that is left of him. Maybe I could know him better.” Peni clutched at her chest. “I only have pictures and videos of what he was and second-hand impressions. This is his life's work. That’s what Ben and May told him. What everyone is telling me. What was he doing here? Was it important?”

“Extremely. A program to defend this city from internal threats. A program untouched by government interventions or S.H.I.E.L.D. Something for the little people.”

“Then I will do it. If that's all that remains in the world of him…” She held a hand over her chest, right next to her heart. “I have to take it with me.”

Octavius smirked and steepled her fingers. “I knew I liked you, Peni Parker.”

“So, where’s the Sp//dr unit?”

“It's already been set free into the room. Watch your step.”

Peni’s eyes trailed downwards to catch a glimpse of a fast, red, skittering thing on the floor. As she blinked, she felt the creature was already crawling up her leg, its pointy appendages tip-tapping on the fabric of her stockings as it made its way forward up her skirt.

“Will it hurt?” Peni asked, trying not to look at it, but instead locking her gaze with the eerily calm Doctor.

“Only if you struggle.”

She felt a small wind brush against her hand as she decided to bring it near her face to gaze at the creature. It was a small, tiny thing. Far less grandiose than she imagined it. It was a common spider with blindingly red fur and six, shining grey eyes. Its mandibles clicked, a slimy green fluid dripping from them, it greedily eyed the back of her hand. She locked her gaze with the creature’s six dark ocular windows and stared into an unending void in them.

“This is what he did?”

Peni asked, the spider’s back heaving with its breath as it waited for its chance.

“The very same. Let it happen, Peni. Let it bite you. He’s ready. He’s programmed for it.”

She locked her gaze with the spider’s blank stare and nodded, determination blazing in her eyes.

The spider sank its fangs between her thumb and index finger and fire spread to the rest of her hand.

Peni sprung up on her feet, eyes rolling towards the ceiling as she clutched her wound. She caught a glimpse of Octavius calmly smirking at her reaction as the girl slowly blacked out. Soon, the whole room was swallowed up by a black cloud slowly creeping from the edges of her field of view until everything was blanketed by the dark.

In that overwhelming void, she caught a glimpse of a shining light that soothed her soul as her consciousness was being dragged down to the comforting void. Several lines made of pure energy, like a glowing web, were spinning all over before her eyes.

“Uncle Ben…” She sobbed while the spider climbed on top of her chest. Tears were rolling down her cheeks as she looked above towards the speakers, trying to weakly reach for Ben’s hand, how far it may have been. “ Tasuke —”

She passed out with those words choked out of her throat as the same biting pain spread to the rest of her body.

To her horror, something cold and slimy slithered all over her body and she gasped the moment that overwhelming feeling reached her cheeks. She tried to swallow one last mouthful of air before darkness finally claimed her.

She heard a voice echoing in her mind, something and it wasn’t her own. A strangely soothing voice with a mechanical vibrato to it.

Sp/Dr protocol initiated.

****

This time, Peni Parker woke up screaming, but her lungs were filled with liquid. Her arms flailed around, only to find themselves scraping on a glass wall. Peni banged on it, trying to break it open, but to no avail.

She looked around, her eyes stinging for the green fluid she believed to be drowning in, but when she took one mouthful of air in desperation, she realized that her lungs were working perfectly.

She looked up to see cables hooked to her arms and legs and coiled all around her body while the blinding pain in those very spots was biting at her flesh. She tried to call for help, but no voice came from her lungs and it simply dissolved in a row of green bubbles.

A man walked towards the glass, but she couldn't discern his face. He placed a hand on it and leaned forward but his features were still distorted by the green fluid she was floating in.

Peni tried to reach him, wordlessly begging for him to help, but her hand was still trapped behind the glass.

That voice spoke inside her mind once again. It was warm and soothing despite how alien it felt and she wasn’t afraid.

Subject compatible. Sp//Dr protocol initiated.

She pressed her hands on the glass one more time and saw something slimy, metallic, coating her hands once again. A jolt followed as the substance hardened, encasing her body in a sturdy layer of new muscles and skin, rippling with newfound power.

Adrenaline flowed through her veins and just like that, the glass was starting to crack as she pushed against it with all her strength. Every other noise was drowned out as mere survival instinct took over. Her own body was rebelling, her mind was being fragmented, and when her clenched fists burst through the broken glass, she knew that whatever she had become yearned to be free and powerful…

She looked at her hands and realized they weren’t her own. They were the hands of an adult. Bigger, stronger, and covered in blisters.

She squeezed her clawed hands into fists and she heard the sloshing sound of the green liquid flooding the room, allowing her to breathe using her lungs. She looked down at her body to see that it didn’t belong to her. She was taller, broad-shouldered and her chest was covered in shining black segmented armor that sported the engraving of a white spider on her chest.

“Well done, Richard.” she heard the voice of a man she didn’t know, but her lips moved on their own.

Her heart started beating faster at the realization she was now living one of those coveted memories.

She glanced at all the people in the room.

To her surprise, there was Ben, without any white streaks in his beard. There was May at his side with a full head of flowy red hair. Both of them looked at her with immense pride from their position.

Maeko was there too, just as she remembered from the videos and her memories, looking worried, yet proud. She leaned forward and poke into a microphone, her voice going directly into her mind.

“Are you there, Rich? Are you okay?”

“Better than ok,” Peni growled in her father’s voice. “Thank you, Norman,” she spoke to the silhouette of a man watching from up high, behind a glass window, looking at the scene with his hands clasped. “Now the real work begins.”

Peni Parker opened her eyes, awaking from the dream. She too was floating in that same liquid, but with no pain or fear. Just clarity.

The voice in her mind spoke again.

Who am I, Peni Parker?

She looked at her hands and clenched one into an armored fist.

“We are Sp//dr.”

She whispered with two voices. Finally, that gap into her past was bridged.

The capsule popped open with a quiet hissing noise. She clenched her fists as she took her first steps in a new world, as a new being.

“Now the program can start again.”

Norman Osborn looked at the armored form and smirked with pride.

****

Next Up in Sp//Dr. An Ultimate Marvel Au

Chasing Ghosts

Chapter 2: Chasing Ghosts

Chapter Text

Gwen Stacy couldn’t sleep that night. Her father’s lecture had gone on for too long and she needed a break. She got on the first bus at her favorite time of the night (which was always), grabbed a pair of binoculars, and planned to not return before dawn. There were so many interesting things to see before dawn. There were still some parts of New York where the attentive eye of Big Brother Norman couldn’t look.

She hoped she could see for herself those mysterious winged freaks the internet was going crazy about. Perhaps she would have joined them and maybe travel the world on a pair of wings. Maybe enter a steamy romance with an outlaw.

Or be an outlaw. Or both.

She took out her phone and saw 23 missing calls from ‘dad’. She figured 30 was a better number and pocketed the device again. She hated doing that, but she didn’t feel ready to talk to him yet.

As if on cue, she saw a shape, framed by the moonlight, swinging her way through the night sky. Another humanoid shape jumping from rooftop to rooftop.

“Holy sh*t…” she whispered and immediately took her phone out. It wasn’t the best camera available, but at least it wasn’t falling apart. She zoomed in as best as she could and recorded a few precious seconds of the shape, who was apparently swinging from building to building with its tentacled arms.

She then realized the creature was getting closer and closer by the second. So fast that she barely realized that it was going in her direction. “What the…”

She looked up and the creature was right above her, its limb barely missing her head and knocking her hat off.

For a moment, Gwen stood there, trying to rationalize what she had just seen, as the creature jumped over the surface of a building and skittered away into the night. Was that a mutant? A scientific experiment of some kind?

A new weapon created by Stark, Trask, or those too-rich-for-their-own-good bigwigs?

No matter what, it wasn’t something a smart, sensible person should’ve followed.

Luckily, Gwen wasn’t sensible.

***

Liz Allen couldn’t sleep that night.

She was laying on her bed on her side, hugging her knees with her toes clutching the edge of her trousers and her phone firmly clutched in her hand, staring at the screen without moving. The screen showed her previous message.

Gotta talk to you about stuff. Important stuff. Love you.

That was ten hours ago. No replies since then. She tried to call the Parkers, but nobody was home. Liz had grown worried, but her mother said there was nothing to worry about. Perhaps they had gone out for some unspecified business. Perhaps there was a family emergency. Perhaps Peni had blown up Oscorp’s labs, but there was nothing on the news. That was her only respite from all that stress.

She felt horrible about it because, despite the fact that anything could’ve happened, she was still feeling somewhat peeved because Peni still hadn’t told her anything, despite how excited she had been.

She thought it meant something for both of them.. .

She turned off her phone and tried to close her eyes and sleep for a while before resuming her worrying in the morning.

That was until she heard a tapping noise coming from her window.

She laid wide awake again, expecting for the noise to return, then groaned when she settled on it being just a dream.

Then, as if on cue, the noise was there again, more insistent than before.

“The hell is it now…?” She trudged out of bed and carefully tiptoed towards the window.

“Is there anybody out there?”

There was no answer.

Liz thought that maybe she was going crazy. “Yeah, of course, like something going to pop u—”

A figure promptly appeared from behind the window, hanging upside down and looking at her with glassy black eyes; its spindly, gnarled hands pressed against the window.

Liz cried out in her panic and fell on the floor as the shape broke the window with one punch.

She crawled on all fours out of the way of the thing to grab a floor lamp and wielded it against the thing.

“S-Stay back! Stay back!” She pointed her improvised weapon at the creature, which was now crawling on the ceiling. In the moonlight, it looked a little. It had arms and legs, of course, but bulging and malformed, like it had no skin over its blood-red muscles. Its ovoidal head twitched and the eyes, a pair of glassy, lifeless buttons stared at her with no light reflected in them

Liz yelled and swung her lamp at it only for its arm to shapeshift into a sticky tentacle that snatched her weapon out of her hands.

The monster slowly stumbled towards her and Liz retreated until she found her back on the wall. She looked at it, paralyzed with fear, begging for her mom.

“What do you want...What do you want?” She asked, sobbing. The creature wasn’t responding. “What do you want from me? Say something! DO SOMETHING!” she screamed and the creature completely froze.

“What do you want me to do?” the creature croaked. “Dress in drag and do the Hula?”

Liz uttered a mere whisper as she reached for the malformed thing’s face. “...Peni?!”

***

“I think we have underestimated the subject…” Osborn surveyed the three Madame Web, each of them examining the endless flux of data. His eyes darted between the monitors, looking at the empty room where the newest Sp//dr pilot was supposed to be located. He appreciated her resourcefulness, at least. She moved quietly and acted swiftly, disappearing before the alarms even sounded. Sadly, Norman Osborn believed that all things should’ve been at their places. He activated the communicator in his ear. “Octavius?”

“Already on it, Norman. The little girl is crafty, but she should’ve thought twice about escaping with priceless prototypes.” Octavius giggled. “We’re already tracking her down. We did manage to inject her with the nanomachines after she entered the cocoon.”

“Good. Send The Pack. Bring her here immediately.”

“I assume that you want her alive?”

Osborn sighed, pinching the bridge of his nose. “It’s not the time for jokes, Liv.”

The woman let out an unnerving cackle. “I told you she was an interesting specimen."

***

“Peni?!” Liz Allen couldn’t still believe that her friend was under that misshapen thing shambling in her bedroom. She took a few steps towards, trying to touch her and assure herself it was real.”Peni is that really you?!”

Peni lowered her arm, her bulging black eyes twitching at the sight of her friend. Liz offered one hand and Peni tried to grasp it with her spindly, clawed fingers. She gave up halfway and retreated her arm as she touched Liz’s skin and glanced at her timid smile.

“Just...Just don't be scared," The creature croaked.

She got on the floor and started screaming her head off. The creature melted off in a myriad of red tendrils that slowly retreated and disappeared completely with an obscene shlurp back into Peni’s body . There was only a short, skinny girl with a mop of messy black hair and green eyes, clad in just a ratty shirt and a pair of ill-fitting jeans laying on the floor.

Liz immediately rushed to hug her friend. The diminutive student’s skin was still slimy and her clothes smelled of trash, but at that moment it was the most wonderful smell in the world. "I thought...I thought…" She sobbed.

“Hey, girl, hey...Don’t worry. I’m here,” Peni whispered as she patted Liz’s back.

“Where...Where were you?!” Liz wiped some tears off her face.

“I was in a secret Oscorp Lab! But I escaped! And took the suit! Boy, is that going to look bad on my resume…”

Liz blinked slowly. “...What?”

She pointed at the broken remains of the window. “Sorry for that, by the way. I can’t control it that much. Oh my gosh, your mom’s up?”

“No, she’s working the night shift. And don’t worry about the window.” Liz looked around to see if there was a way to temporarily cover the mess and settled for an old Lion King-themed cardboard cut-out.

Circle of life and all that.

“Seriously, though, what was about that secret lab stuff? What did they do to you?”

Peni flexed a little muscle on her once scrawny arm. “Got stronger. And faster.”

Liz couldn’t help but blush for some unfathomable reason and looked away. “Yeah, I can clearly see that. No offense, but before that, you couldn’t punch your way out of a plushie shop.”

“Those ponies cheat. They get you with their horns, they could poke an eye out,” Peni said pointing at her eye.

Both of them burst into laughter at that one. It felt good to unwind. It helped Peni to keep herself grounded to know she still had the liberty of laughing with Liz. All of a sudden, though, her friend stopped laughing altogether and her eyes widened with fear.

“Huh, Lizzy? What’s wrong?”

“Don’t move.” Her face was starting to lose color and her lips trembled. She started tiptoeing slowly towards Peni, her hand reaching for a book on her desk.

“Why?”

“You got something on your head, don’t scream!”

“Y-you’re screaming!” Peni said, trying to not move a muscle. Liz’s book wasn’t just a thick Young Adult novel: It was a hardcover, painful-looking, and thick Young Adult novel.

“Peni, don’t move, it could be poisonous...” she whispered between her teeth, her fingers clenching the book tightly.

Peni raised her arm and a spider leaped from her head onto it.

Liz screamed and tried to squash it with her copy of The Hunger Games. Peni smoothly ducked under the blow and the spider crawled into her shirt to safety. “Wait, wait, wait!” Peni yelled, waving her hands around to shield herself. “He’s friendly!”

“He’s what?!”

“He’s friendly, he...I think it bonded with me. They made it from my dad...It’s all I have left of him!”

Liz’ dropped the book as she stood agape. “It bonded with what ?”

“With me, Peni Parker.” Peni got back on her feet and the spider crawled under her shirt to pop out on her shoulder. “He’s Sp//dr.”

“Spider?”

“No, Sp//dr”

Liz pinched the bridge of her nose and sighed. “Did...Did he tell you?”

“Yeah, first thing I heard.” The spider thing nervously skittered and tried to hide under Peni’s shirt again. “No, no. Liz is a friend.” She pointed to the dumbfounded redhead who was trying to accept that her friend was talking to a spider. “Frieeeend?”

“You…” Her eyes darted between Peni and the spider, who was slightly trembling at her sight. “Is he talking to you?”

The spider leaned forward toward Liz, its mandibles clicking and screeching as it tried to approach. Liz reeled back in disgust. The spider hung its head and shrieked sadly.

“Yup. And I can prove to you I’m not crazy.” Peni said as she tapped on the side of her head.

“Really? Because if this is like that time you thought Atlanteans were at the beach—”

“They were leaving messages! In the sand!”

Liz sighed. “One problem at a time, Peni...What does it mean it’s from your dad?”

“He created this. Sp//dr bonded with me because it shares my DNA. His DNA. When he bit me, this suit came out of me. Made me stronger. Faster! But I started seeing him.”

“... Wait, what?”

“It’s just an echo or a ghost or something, but I could see his memories. Then I started seeing him wearing this suit. Moving through the city. It comes and goes, but it’s the only lead I have. No one has told me what exactly happened to him. No one was willing to.”

Liz lifted a hand. “Just...One problem at a time.” She made a quick trip to the kitchen to get something to drink, taking something for Peni on the way, while trying to think up something to do next, whatever it may have been. “Want some water?”

“Yeah. Thanks.” As soon as she grabbed the glass, it shattered into tiny pieces. “Gaaah! Stupid super strength!”

“Oh God, are you hurt?” She looked over Peni’s shoulder to check on her hand. “I’ll go grab some bandages.”

Liz rushed out of the room until Peni grabbed her by the edge of her shirt without looking. Liz was unnerved by how she couldn’t even budge out of that grip without having her shirt probably ripped off.

“Wait...This can’t be…” Peni looked at her hand. Tendrils of red goop seeped into her cuts, pushing out the glass shards. She felt a faint hitch and the substance dissipated, healing her skin. The only thing left were a few bloodstains on her palm.

Liz leaned forward and tentatively poked at Peni’s newly restored hand.

“Holy sh*t.”

“Yeah.” Peni examined her hand closer, almost jabbing her nose into it. “Yes, holy crap.”

Liz snorted a little laugh.

“Come on, dude.” Peni groaned at that. “Not now.”

“Sorry, I’m just happy it’s still you down there. You still can’t swear.”

“I’m happy you were here, too.” Peni blushed, scrunching up her lips. “I was losing track of him, you know. The visions come and go and my house was pretty far away. I trust you more than anyone in the world.”

“You do…?” Liz’s cheeks flushed red as she started playing with a lock of red hair. Even if she knew that in her heart, she couldn’t help but be flattered and even relieved at hearing it out loud. She shook her head to get back into business.

“Come on. Take off your shirt.”

“Miss Allen!” Peni swooned, looking away with an arm over her forehead. “I’m saving myself for marriage.”

“Peni! I need to check on you! Who knows what else they’ve done when they put that stuff inside you?”

She wordlessly pointed to a spot on her bed, lips pursed with a stern look that Peni knew always meant business.

“...Yes, ma'am…” Peni squeaked as she turned around and resigned herself, removing her shirt and letting her friend inspect her.

Liz bit her lip, trying not to wince lest she make Peni even more worried than she was. That was something not even her mom could’ve helped with. There were concentric metal rings fused to Peni’s skin, with a small hole in its center. There was one between her shoulder blades, one at the end of her spine, and another one lodged in the back of her head, hidden by her mop of hair.

“What are those things?” Liz carefully circled a port with one finger. “Do they hurt?”

“Yeowch! Peni jumped so high Liz had to grab her before she’d find herself stuck on the ceiling again. “It’s cold! Cold!”

“Sorry, sorry!” Liz quickly moved her hands away from Peni’s back. The girl moved her attention to her friend’s arms to find that a couple more metal circles were located inside her elbows.

"I...I...It’s the first time I see something like that. I hope it's waterproof or something at least."

“Awww, if it isn’t I can never go to a pool again.”

“You’ve never gone to a pool.” Liz gently raised Peni’s arm to check for more ports under her armpits. She still had a sharp scent of sweat and garbage, but Liz tried not to make a fuss about it.

“I could if you invited me.”

“I did! Several times!” She raised Peni’s other arm and kept them parallel to each other and checked them out for other ports or anything else suspicious. She noticed her friend’s skin had gotten somewhat denser and there were some strong muscles rippling under her skin. Liz passed her fingers on her friend’s skin a few more seconds than she probably needed, accompanied by a strange warmth dwelling around her cheeks, before snapping out of that thought and proceeding with her inspection.

“Yeah, but your friends don’t like me.”

“ You ’re my friend.” She got up from the bed and walked in front of Peni. She gestured to Peni to lift her leg, who compiled once again without complaining.

“Your other friends, I mean.”

“But I like you.” She lifted her pants up to Peni’s knee to see if there was hidden another port behind it, one for each leg by the looks of it.

“...Thanks.” Peni huffed and scrunched up her lips, trying to hide her blush by bowing her head.

“Dork.” Liz grabbed Peni’s ratty shirt before reasoning she could’ve given her some decent clothes for a chance.

"We should go there one of these days. You and me and whoever you want. Even Flash. Look at me, I’d be happy to see Flash again!"

"We will don’t worry." Liz grabbed from her closet an old Dazzler shirt and a pair of short pants. They fit Peni down to her ankles.

“Where did you get those rags?”

“From a dumpster. A rat saw me and ran away in fear.” Peni looked down at her shirt and did a little spin to admire it better.

Liz crossed her arms and sighed as she sat beside her friend. “So, what are we gonna do?”

“I’ll keep searching for him, then. The visions come and go.”

“Peni, how much did you know about this thing? This suit of yours?”

“I knew that my father used to wear a previous model. I knew it made him stronger. I knew it made him The Spider.”

Liz sighed. “I still can’t wrap my own head around it. Your dad was a superhero?”

“Yeah…” Peni’s gaze trailed on the floor with shame. “Sorry if I never told you. It was just too big.”

“Now I know why you looked so forlorn looking at that hologram.”

“Was it so obvious?”

“Nothing escapes me, Miss Parker.” Liz chuckled.

“You’re not angry?”

“If anything, Gwen should be angry. She’d go berserk if she finds out. I mean, she had you right in front of her nose?” Liz looked down and pursed her lips. “But seriously, though, why didn’t you tell me?”

“Because I thought...I don’t know. Because I still can’t process it. It’s been so long and he’d always been my dad first and then The Spider. Now I have to be him.”

“Don’t you realize that he was an adult when he started? Aren’t you in over your head? What if you’re not ready and you get hurt and I lose yo...I mean, you’d leave your aunt and uncle all alone?”

Peni pouted and hugged her own knees. “...Well, just because you’re right doesn’t make you right right.”

“Just...If it gets too big, is there someone that can help you get back to normal? Reed Richards could help you, maybe. He would know what to do. ``Though, I don't know what his stance on giant insects is right now.”

“Spiders are arachnids, Lizzy.”

“First of all, you’re a nerd.” Liz playfully poked her friend with an elbow, drawing a small giggle from Peni. “Second of all, there’s the Avengers. Tony Stark and Doctor Pym and Doctor Van Dyne, you got plenty of choices.”

“Yeah, they could help me! Or jail me for being some kind of genetic monster…” Peni hung her head and sighed.

“Hey, hey.” Liz scooted behind on her knees and quickly hugged Peni’s back, ignoring her friend’s metallic ports poking through her shirt. “You’re not a monster. Those things in Nevada were monsters. The Hulk is a monster!”

Peni sniffled and messily wiped her nose with her wrist. “And no one ever heard his side of things.”

“They should hear your version, too. Screw it, they will .” Liz took out her phone and lifted Peni’s sleeve to take a few photos of her ports. Surprisingly, Peni didn’t resist that either, even helping Liz by lifting her arm.

“What’s this for?”

“Gathering proof. What was Oscorp doing back there? What have they done to you? And can they cure you or something? They’re the shady ones, not you!”

“And what about Sp//dr?”

“Oh, right. Sp//dr.” Liz still couldn’t believe that was his name. Or that they were discussing it. “I’ve read that article about the rights and ethics of AI, the one by Tony Stark,” Liz said while taking a picture of the back of Peni’s head. “If he’s capable of expressing more than five emotions it may be illegal to remove it or deactivate it. Assuming it’s not the same thing as killing it.”

“You did read that article!” Peni beamed. “I told you it was interesting.”

“Told you. You rubbed off on me.”

The spider crawled up Peni’s shoulder and started whispering something in her ear. “Wait, what? Oh, no.” She held a hand over her mouth, her eyes filled with worry.

“What did he say?” Liz asked.

“He said that he’s growing inside my mind and he’s getting more sentient by the minute.” The spider let out a muffled whine. “Oh, no, he’s saying he’s afraid now. Poor buddy.” She caressed its back with a finger, causing the creature to calm down and gently coo.

“Crap, that’s one emotion.” The spider did look forlorn and hung its head as if it was afraid. Its mandibles weakly twitched and Liz mustered some courage to go near it. She summoned the will to move her finger closer to it, and the spider sort of purred when he saw her.

“Aww, he likes you. Because I like you.”

Liz chuckled until the severity of the situation. “This is getting too complicated for us. What are you gonna do?” she asked, while absentmindedly caressing the spider’s torso.

“I’ll follow my lead. Then, I’ll go and find Ben and May. They’re the only ones I can trust.” She lifted herself from the bed, Sp//dr swiftly following in her wake by crawling back into her shirt.

“For real?”

“For real. Maybe they can take this off me, without deactivating any of us.” She climbed into the broken window, ready to disappear into the night, “You know, just in case.”

Liz stood there, hugging her arms, aching for something she didn’t quite know. As her friend looked outside, taking a breath of fresh air before going out into that strange world Peni was now a part of. A world Liz couldn’t fully comprehend and didn’t want to be left behind.

Liz sucked in some air. “Promise me.”

“What?” Peni turned back, still sitting on the window. “What do I have to promise?”

“Promise me you’ll come back. That I will see you again.”

“Liz, I…” Peni looked away and grasped her shirt’s sleeve.

“No, no…” Liz gently placed her hands on her friend’s shoulders and lifted up her chin to look her friend in the eyes. “You came here first because you trusted me. We’re in this together.”

"I—I trust you," Peni said, her green eyes quivering as Liz gently held her cheeks.

"Then promise me."

"Liz…” Peni gulped, her hands tentatively reaching for a hug that couldn’t come too soon. She then pulled her friend into that hug both of them ached for, gently circling her waist with her arms. "Screw that. We will see each other again."

She buried her face into Liz’s chest, basking in her warmth as her friend gently caressed her hair, without saying a word.

They stayed like that for what felt like a sweet eternity, studying each other’s scent, the texture of each other’s body as if it was the last time.

Liz knew it wasn’t the last time, she didn’t want to believe it was the last time, but something in her heart broke when Peni finally pulled herself away from the hug.

She took one long, last look at her lively green eyes and only hoped to see them again.

With that, the brown-red substance slithered out of Peni’s ports, covering her body and turning her into the creature once again. She looked over her shoulder at Liz before crawling out of the window and into.

Liz poked her head out the window and watched Peni’s figure skittering to the roof of the house and jumping away from one building to the other and quickly disappeared into the night.

She wanted to say one last thing, but words turned to dust in her throat before so.

It was something unfathomable, too powerful to hold, too complicated to express. She only knew that for the first time her absence left a clear, noticeable void.

Liz sat in the dark on the floor and realized the full weight of what had just happened and how much she yearned to see her friend again, no matter how many nights were to pass.

***

Peni Parker certainly wouldn’t have slept that night. Not with all that fearsome power at her disposal.

She could leap a hundred feet in the air, her hands and feet adhering to any surface and her limbs could stretch to reach any distance.

The New York skyline was sticking out in the sea of smog and light, as clear as the day. Every sense was sharper, stronger. As she swung above the streets she could hear the horns of each car, every television blaring from every window, and machines screeching into the night. Yet, none of this was bothering her. If she concentrated, she could filter it out, and even focus on one particular source.

She crawled up to a wall and waited there to catch her breath and take it all in, one hand sticking on the brick surface and the other feeling the wind, rippling across the surface of the protoplasm. That artificial skin enveloping her body felt even more sensitive than the real one, overwhelming but exciting.

Thankfully, she wasn’t alone to bear it.

“Sp//dr? You still here?”

I haven’t left you, Peni Parker.

“Good, good.” She inhaled deeply as she heard her companion’s soothing voice. The air smelled of plastic and burnt meat. Despite this, it was so intense Peni was befuddled by it. It was never this sharp. Real. “How many things can this suit do?!”

My subroutines are still incomplete. We lack the necessary replacement parts.

“Replacements?”

The first layer of protoplasm that your body produced after modifications is not adequate. It must be replaced. Oscorp-Maker will know what to do. Complete the procedure.

“Just give me some more time to do… There he is!”

She saw the ghost and her heart skipped a bit.

A taller, broad-shouldered figure clad in a blue ghostly hue, wearing a sleeker and more armored copy of her suit. It was more like army combat armor than the bulging biomass shielding her body. The figure faded in and out of sight, leaping from building to building with long jumps, swinging his way with a small tentacle created from out his biomass. Peni Parker did her best to imitate his every move, moving with liquid grace in the echo’s footsteps.

Just the other day, she would’ve been out of breath after a short flight of stairs, which was a welcoming change. She silently thanked her dad after reaching every building. Even now he was showing her the ropes.

It would be better to follow my advice. Most of our functions are locked. Not to mention this protoplasm is degrading.

“Wait, degrading?”

Without thinking, she threw her arm forward, shifting it into a tentacle. She stuck it to the wall of the nearby building and used it to swing to the other side. Halfway through her leap, she felt a strange, piercing pain in the back of her head. Her ears were now ringing and she saw images flashing before her eyes, vectors of light forming a picture that faded fast.

She could see herself slowly moving towards the building and a small surveillance drone entered her field of view. Rotors buzzed allowing it to fly, protected by a ring-shaped shroud. The camera placed on its top clicked its joints, slowly turning towards Peni.

All of a sudden her tentacle snapped in mid-air.

“Oh, that’s what it means!”

She used her momentum to leap forward and grab the drone’s plastic shroud with both hands, slightly denting its structure. The drone buzzed and hovered in midair. The camera clicked and pointed downwards to identify the aggressor. Peni had already climbed on its top to take some deep breaths.

Yes, that’s a sign of degradation.

“Oh, you’re sarcastic,” She muttered, her fingers digging into the plastic chassis of the drone as it floated. “Is that another emotion?”

I thought you were the human emotions expert.

“Ok, let me think…” She scanned the horizon while she waited for the drone to return to its routine, the echo having faded once again. The camera looked up and was slowly turning towards Peni. She slid down, hanging from the drone’s ring. Once it stopped looking for her, the drone was flying again and Peni decided to stay there for the ride.

She pulled up her feet and hung upside down on the drone’s shroud, hands and feet adhering to its surface. She looked up to see some tiny tendrils spreading out from her limbs, safely sticking to the drone.

“Comfy.”

Slower than us.

“But comfy.”

She scanned the horizon once again, looking for the shape once more. She could only see faint echoes, a ghost swinging from building to building. She had made it this far only by studying his movements. When she looked at the ghost, though, she felt something. Nostalgia for someone that she had known only in videos and existed only in her memories.

She knew that he was just a projection, an echo residing in advanced technology, but seeing him right there… Made her feel real.

Her eyesight was enhanced by the suit, allowing her to even read some signs into the far distance if she squinted hard. She felt that pain again as she tried to catch the ghost before it faded out of sight again, this time so soft to feel more like a tingling on the skin in the back of her head.

Those flashing images formed the shape of a white van and, as she followed with her eyes the intensity of that sensation, she found one speeding through the streets.

“I don’t like that van.”

Why is that?

“Too slow. It’s following the speed limit.”

What does that mean?

“This is New York. No one follows the speed limit.”

She looked closer at the mysterious vehicle. The fiend was respecting the STOP signs.

“Let me test this theory…”

Peni leaped off the drone and crawled away from the van’s sight, following the side of a building. She climbed up a gutter and followed the van with her gaze, skittering on the way. It made a sharp turn in her direction, zigzagging on the road. She tested her theory a bit more, delving deeper between two buildings side by side, and crawled her way into an alley before climbing on top of another roof with the help of a tentacle.

That van was definitely following her, even picking up her pace, and slowing down when they needed to match her speed.

“Trouble.”

Should we continue on our path?

“I’m not leading them to Ben and May. We take them out.”

That could be dangerous. Friend Liz warned you.

“Hey, we got this far already.”

She growled as she leaped out of the roof and started swinging into the night. her eyes darted, searching for a place where she could’ve confronted them. She didn’t even want to know who they were. Oscorp? S.H.I.E.L.D.? Avengers? Pest control? She did not care.

Finally, the severity of her situation was dawning on her.

She had made a promise to come back to her best friend.

The drone that she had taken a ride on stopped in midair and its camera ominously pointed at her.

Then the machine rushed at her, whirring as it increased its speed.

“Crud.”

She vaulted over it and that tingling sensation returned, accompanied by flashing images of metal circles. Other drones came swarming all around her as the truck was gaining speed.

They were persistent, alright.

“Well, if they don’t work for Oscorp, they’re still good.”

They are threats.

“Yuuup.”

She swung from building to building trying to lose the fleet of drones until she saw what looked like a museum. The star-spangled banner hanging on the entrance stood out like a lightning bolt in the sky. As she got closer she noticed the draping over the entrance showed a picture of a red and white shield, with a star in its center.

“Oh, that’s too rich.”

What is it?

“The Captain America exhibit! They got it from Washington!” Peni jumped to hang onto a column and followed it up to the museum’s roof. The drones were still on her tail and were about to fly around a street corner. She found a skylight and she broke the glass with her elbow.

“Sorry, Captain…” She whispered as she dislodged the remaining half of the window with a solid punch. She looked at her arm to see glass shards rippling over the liquid surface of her suit and promptly expelled.

Who are you talking to?

“Captain Rogers. I mean, he’s not here, but he wouldn’t approve.” Peni jumped down inside the building. The first thing greeting her was a picture of the man himself, Captain America, surely with a disapproving stare as the alarms activated.

The suit covering her left arm rippled again slightly at the ringing noise, but she didn’t pay much attention to it.

In front of her, there were some mannequins dressed up with the uniforms once owned by the legendary unit lead by the Captain during the war, the Howling Commandos. A photo of Captain America himself was looking down at her, towering over the exhibit.

He was a stern-looking man, clad in blue combat armor with a matching blue helmet, red and white stripes covering his abdomen and a star proudly etched on his uniform’s chest. He was holding his famous shield at his side, looking to his right, or wherever a man that saved the world once could look.

The mannequin with his uniform was even holding the weapon at its feet.

“You think we can take them there?”

Do you want to lead them there? Why?

“They can’t surround us. We’re not putting other people in danger and, if something goes wrong…” She looked around, following the source of the alarm still ringing. “The police can take care of them.”

Sounds reasonable.

“So...You’re with me, Sp//dr?”

Yes. Always.

“Good.” Peni took a deep breath, feeling the suit so heavily on her skin for the first time. “Hey, Sp//dr?”

Yes?

“If something happens to us, I’m sorry in advance.” She let out a bitter chuckle. “Maybe I wasn’t ready, after all.”

I’m glad I existed alongside you, then.

She cracked her knuckles with her resolve renewed, and then crawled on the ceiling, waiting for her pursuers in the dark, fists clenched and ready to strike back.

The back of her head was tingling again and she heard a little explosion coming from the door. She could see some images flashing again before her eyes, depicting four humanoid figures stumbling in the dark. The lock fell on the ground, sizzling, and four armed men did indeed make their entrance in the museum’s halls. She skittered in silence to follow their movements, studying them in the dark. Her eyes were seeing clear as day, giving her a much-needed advantage which she hoped to be enough.

They were clad in face-concealing combat armor, covered with blinding white paint. Red eyes were scanning the darkness before them, glowing with harmful intent. A tall and fairly well-built woman was leading them; she didn’t wear a helmet, giving Peni a full view of her features.

Peni could see she had long, flowing silver hair and cold, piercing white eyes. Her skin was strikingly pale, almost porcelain-like.

One of them flicked something on his wrist and conjured up a holographic interface. “Signal’s pointing here,” He said in a muffled voice, sounding almost bored.

“It’s over, girl!” one of them cried out, carrying a scary-looking cannon on his back. He was the tallest of the lot and had a pair of broad shoulders and huge arms. He was swinging that cannon over his shoulders like a children’s toy. “Surrender and we’ll be nicer.”

“Quiet.” The woman shushed him by raising a hand. The man instantly complied, clutching the weapon as he followed the woman’s steps.

“She’d already surrendered if she was in the mood for that.”

Peni could hear a faint accent in her words. Probably European. She waited for her chance, slowly skittering on the ceiling to follow them in the dark. She saw a lamp hanging from a very thin cable and she had an idea on how to ‘surrender’ properly.

“Should we open fire?” The third man asked. Peni could see a laser sight flickering before him, indulging over the Captain’s photo, and felt the faintest shiver up her spine.

“No, let her see reason first.”

“Hi, I’m reason!”

She ripped the cable from the ceiling with her bare hands and the light fell in the middle of the group. The tall man with the cannon barely dodged before it crashed on his head. Glass shards scattered all over the place, followed by a curse word from him that Aunt May would’ve been against.

The back of her head itched again and she leaped out of the way, followed by the sound of gunshots. She barely escaped as one of the weapons chewed a series of holes through the wooden ceiling, as they followed her movements while a second too late to hit.. He wasn’t firing bullets but more like small sonic booms.

Her suit was vibrating slightly and tiny strands of protoplasm popped out of her skin as the air exploded in tiny circles after each shot.

She crawled down one of the columns only to see the weapon blow chunks through it. She reached the top of it before he turned it into swiss cheese and breathed steadily, trying not to betray her fear.

“Thermals.” The woman spat and covered her face with a pair of opaque, rotund glasses. One of the men threw a grenade that exploded in a small cloud. The smoke quickly filled the room, causing Peni to draw in as much breath as she could before holding it in her chest. To her surprise, as smoke enveloped her, her throat didn’t sting nor did her eyes burn.

In fact, she realized she could hold her breath much longer than before.

She felt something piercing the back of her head and she heard a charging, like an oversized battery, sound right behind her back. The image of the man firing at her was then flashing before her eyes. “Eat this!”

The large man bellowed and shot a fairly large sonic boom out of his enormous gun. She quickly jumped out of the way before the burst of kinetic energy reached her, digging a trail of shattered tiles. The thug only managed to hit Captain America’s bike, placed on another stand, causing it to crash on the ground. The light cracked and one handle bent as it slid down to the floor in the wake of the sonic boom.

“Hey, that’s a historical find!”

The merc followed her voice, only to find nothing.

Peni popped out from behind the column and grabbed the fallen vehicle with her tentacles. It didn’t weigh anything to her as she lifted it above her head. “Here, look closer!”

She threw the bike at the man, flattening him against the wall before he could say a word. A rush of adrenaline through her veins as she saw her opponent squished to the ground, all his bravado buried under a hunk of World War II metal.

“Gaaah…” He groaned as he lifted the bike off himself with a sharp thrust of his shoulder. “My arm…” He weakly tried to reach his gun by crawling on his belly.

A look of horror spread below Peni’s mask as she saw the man’s arm bending in the wrong way. “N—no… I didn’t… I didn’t mean to… Crap, I’m so sorry...”

His cracked helm allowed her to catch a glimpse of a black eye and a trickle of blood oozing from a gash on his forehead.

“You bastard!” The other man fired a wild shot at the girl. Peni jumped out of harm’s way and saw the glass around one of the uniforms shatter. A deafening noise followed and she slipped to the ground. She looked down to see a good half of her leg reduced to a mass of wriggling tendrils.

“Sp//dr! What’s wrong?!” she asked, trying to hold her leg in one piece. Red tendrils were squeezing through her fingers, trying to get away from her skin.

We are vulnerable to sonic attacks. The protoplasm structure is being destabilized.

“Oh, now you tell me!”

“Stay down!” Roared one of the mercenaries.

The man rushed to her and pointed the gun at her head. Peni shot a tendril forward, wrapping it around his ankle. She pulled him towards her and the man fell on his back, one shot from his weapon blowing a hole in the ceiling. The sonic boom caused more ceiling lights to shatter, followed by a shower of glass shards to come from above.

Peni’s leg regained its shape and she rushed at him as he tried to shield himself from the falling shards with one arm.

Peni punched him square in the face, sending him flying against the wall. The impact left a large crack in it.

The man let out a sharp scream of pain while holding his shoulder. He tried to lift himself back up by sliding his back against the wall only to fall back down, his pained groans muffled by his mask.

“Oh, no… Not again. Oh, no! I can’t control it… I didn’t want to… ” Peni sobbed, looking at her hands, coated in frightening red. Before the horror could fully sink in, that sharp pain came back at her. She turned and saw the flickering of red eyes through the smoke.

She heard the buzzing noise of the weapon, ready to strike again. She threw her hands in front of her and her tendrils snapped, turning into a fluid gob of protoplasm that enveloped the man. The force of the projectile launched him backward and glued the henchmen to it.

“Chief! She neutralized me!” The man cried out, his hand futilely trying to reach his communicator as it was restrained by the red fluid.

Peni rushed back at him and stomped on the weapon with both feet for good measure, snapping it in half.

Again, she should’ve been horrified at that display of her own strength, but there was too much to handle at the moment.

“Nice toy, but someone could get hurt. Like me.”

“You shouldn’t have stolen that suit, kid,” The man, still remarkably chill even when covered from his neck to his leg with sticky fluid and immobilized against a wall. Were these the famed professionals they always talked about in the movies?

“Yeah, and you shouldn't have done so much shady stuff,” Peni said, carefully scanning the trapped henchman in case he had another trick.

“It’s just a job.” He shrugged as he could only move his shoulders.

“Really? Driving in a van to kidnap little girls is your job?”

The man chuckled and let his head hang on the side. “Yeah, if you put it like that it sounds horrible.” He raised one free finger to point at Peni’s back. “Watch out, by the way.”

In spite of her better judgment, Peni turned her back and saw something glowing in the smoke. The remaining mercenary was holding a glowing blade in her hand, fizzling as the smoke cleared. The sharp pain in the back of her was stronger than ever before and, without thinking, she dove for the shield. Her tendril grabbed it as it was laying on the floor and her suit snapped it right into her hands. She held it in the air as the woman leaped, striking down at her.

Peni gripped the shield in her hands, confident it would protect her like it had many times in the fields of Normandy. She held her breath, Captain Rogers’ watchful eye upon her… Only for the woman to slice through it clean in half like butter.

She looked incredulously at the severed halves still in her hands.

“It’s fake!” She threw the metal scraps on the ground. “It’s bad even for a fake!”

“Did you really believe it was the real deal?.” The woman asked, flicking what looked like a glowing blue sword. Sparks were flying from its edge. “For shame. The real shield is bashing more deserving heads somewhere across the ocean.”

“Oh, great, the creepy merc is lecturing me. Now it’s the worst day ever!” Peni grumbled.

The mercenary lunged at her, delivering sharp blows with her blade. Peni managed to barely dodge them with her speed. Each time she grazed her, though, she could see a small piece of her suit being cleaved off. She had to win fast or not win at all.

“You always talk when you fight?” The woman asked, gripping the blade with both hands.

“I’m terrified. It keeps me distracted. I never fought before!”

The woman shrugged. “Fair enough. You’re not half bad.”

Peni jumped and punched downward with both hands balled into a fist, but the woman somersaulted away. She left a hole in the floor before her enemy kicked her in the face. The suit absorbed most of the damage, but it still hurt, leaving her nose and cheeks burning from pain. The injury enraged her, causing her to lash at the woman with one tentacle, but the woman ducked under the blow and sliced off her appendage.

The suit sizzled at the blade’s touch, showing off a piece of her Dazzler shirt.

The weirdest part was she still hoped she would give that shirt back to Liz.

“Surrender, little one. It will be easier.”

Peni nursed her arm and looked at the woman’s icy face, meeting her cold eyes without flinching. "I promised her."

The woman tilted her head and narrowed her eyes. "What are you babbling about?"

Peni Parker clenched her fist. "I promised I would come back to her!" She then lashed at the woman with her tentacle and cut it out with one hand.

The discarded appendage turned into a glob of protoplasm that latched itself around the woman’s arm. Peni launched herself forward, this time using every ounce of will she had to not hit the mercenary too hard. Peni landed a punch square to the woman’s face, sending her rolling to the ground.

To her relief, the woman didn’t make a sound of pain this time.

The mercenary got back on her knees and sliced open the fluid immobilizing her. She lowered her guard, though, allowing Peni to wrap another tentacle around her wrist. Part of her helmet had melted away and Peni also felt some fluid slithering off her shoulder. The degradation Sp//dr was talking about must’ve been quicker than she thought.

She had to end it quickly.

The woman didn’t skip a beat and pulled the tentacle with considerable strength, dragging Peni with it. She tried to drive her heels deeper into the floor to stop herself, but she could already feel the goop dripping over her ankles.

The merc landed a devastating knee strike on Peni’s belly and white light exploded behind her eyes. There was now a pain so sharp it would’ve snapped her in half if not for some serious self control. The young superhuman summoned the last of her strength to land an uppercut on the woman’s chin, only for her to land a palm strike on her chest. The woman didn’t even grunt out of pain, making Peni realize that she pulled that punch a little too out of it.

Yet, she was happy to have done that, despite the inevitable pain to follow.

An electrical current surged from the mercenary’s hand and right into Peni, before Peni’s blow connected. The violent discharge pushed through her entire body. Peni let loose a blood-curdling scream as her suit exploded into wriggling tendrils. She collapsed on the ground, sharp pains lashing all throughout her body, and her nostrils filled with the smell of burned meat.

“Ben...May…” The augmented teen sobbed out as she lost consciousness, her hands looking for something to hang onto. Sp//dr crawled on her chest and tried to reach her face before she passed out.

The woman sighed and bent down next to the unconscious girl as she surveyed her battered men with a sad look on her face.

"Cheer up, little one,” She said, hoisting the unconscious girl over her shoulders. “You will keep your promise after all."

***

May Parker was a people person. It was a simple fact she prided herself on. No matter who she was talking to, she would’ve found some common ground and reasoned with them. Like adults should. But the moment she saw her old friend’s stupid face and stupid violet streaks and her stupid corporations having sequestered her niece, all of that went through the window.

“May, it’s such a pleasure to see you again! Let me tell you, this is such a misunderstanding that—”

May Parker slapped her so hard to leave a red handprint on Liv’s cheek.

“Alright, alright. Maybe I deserved that one.” She nervously chuckled as she massaged her pained cheek. “Now, let’s be adults and—”

May slapped her a second time.

“Maybe this one, too.”

“Where is she?!” May yelled. “Where did you take her?!” Ben tried to hold his wife, but the woman kept thrashing around, almost knocking the man away like a stack of papers.

“I can assure you that she is safe.” Norman Osborn entered the room, escorted by a couple of guards. “This is why we called you.”

“Osborn, you bastard!” May managed to break free from Ben’s hold and jabbed a finger on Osborn’s chest. “First, you call us for your experiment and then you kidnap her! Where did you put my niece?!”

One guard stepped forward, trying to usher the woman away from his boss, but Osborn stopped him with a gesture, without missing a beat. “...A pleasure to see you too, May.”

“I tried to stop her. She overpowered me,” Octopus said, still nursing her cheek.

“Norman, please.” Ben stepped forward, his voice a mere whisper as he looked with pleading eyes. “Please, tell us where she is…”

Osborn sighed. “We’ve retrieved her. She’s in the containment area.”

“You locked her in a cell?!” May snapped as she grabbed Osborn’s shirt. “She is a child!”

“Your niece sent three of my best men to the hospital, May. So, yes !” Osborn snarled but immediately stopped himself to regain his composure and adjust his tie. “It’s a necessary precaution.”

“Peni?” May thought about that time her niece got out of breath as she tried to open an envelope.

“Not a very impressive physical specimen, I’ll concede that.” Octavius had already whipped out a holographic interface, showing a full-body scan. “But after bonding with our prototype she had an increment of strength that is just...Wow! Not to mention the enhanced agility! And the shape-shifting capabilities!”

“The… The what?!” May’s face lost all color. “You’re telling me that it worked?”

“Far from working, it’s perfect !!” May raised her hand to give yet another slap to the Doctor’s already aching face, but Osborn stepped forward to stop that sorry affair.

Liv took a quick breath of relief as she saw that.

“Do you want to see her?” Norman said, his back straightened and his hands behind his back.

Ben nodded solemnly. “Please.”

The two were led deep from the entrance to the inside the Oscorp tower, to the lowest floor of the building. May had heard of that place in the olden days, but a part of her mind always blocked it out as the implications were too disturbing. Now, she had to see it with her own eyes and on such a difficult day, even.

It was a semi-abandoned basem*nt floor with rows of empty cells on both sides, only the smell of rust and old medical supplies dwelling inside. They were lacking any bars, but had what looked like energy emitters in their places.

In a room with a fake mirror, they saw Peni, effectively locked in one of those cells.

She was sitting on a bench, looking groggy, her eyes staring at the ceiling. She was completely silent, her breathing muffled by the low buzzing of the energy wall acting as a security measure. She had her arms and legs restrained by metal pillories. The girl was wearing a ragged shirt with one of those horrible punk rockers on it and a pair of filthy cargo pants, with no shoes.

“What did you do to her?” May said as she placed a hand on the glass, yearning only to hold and comfort her niece again. ”She’s not an animal.”

“Believe me, if she was at full strength, she could have torn those things out like paper,” Norman said.

“Why is she dressed like that?” Ben pointed at the girl. “Is that blood on that shirt?”

“We don’t know. Perhaps she got those clothes after her escape. We managed to track her down because, well, the nanites in the spider’s bloodstream were my creation.” Liv smirked as if expecting praise. She earned only May’s stern look. She cleared her voice and stepped away from the woman before earning another slap to the face, instead. Just in case. “Precautions, really.”

“Why does she look so odd?” May said. “She’s never been so calm. She talks a lot and wanders off and sings sometimes…”

“We had to sedate her,” Norman said.

“You drugged her?!” May nearly assaulted the man once again. Ben stopped her by grasping her hand before she met Osborn’s face again. She restrained herself only for her husband’s sake, but today was really testing her patience.

“It’s a weak sedative. If we hadn’t given her that, she’d break out again, and then we’d have to send more men after her.”

“She’s just a child. She’s my child…” May looked closely inside the cell, trying to imprint in her memory the sorry state Peni was in. She held back her tears, despite how much she wanted to cry: She wasn’t going to give them the satisfaction. That way she wouldn’t forget this moment.

Peni stumbled forward and fell on the ground face first in a futile attempt to get away despite her pillories. May almost ran to her rescue before realizing the mirror was in her way. She saw her niece writhing in some sort of pain before red, gooey tendrils slithered out of her clothes. They nearly wrapped up the entirety of her body before dissolving back into red sludge and retreating back from under her shirt.

“Cruuuuuuuuuuuuuud…” she mumbled out and then stood still on the floor, her back heaving slowly as she took long, deep breaths.

“What...What was that?!” Ben held a hand over his mouth in horror.

May just stared at the grotesque display.

“Protoplasm!” Olivia giggled. “It’s a protective layer, directly controlled by her mind. Think of it as a second skin, but one that you can control. We were about to stabilize the fluid with quick injections of Nanos before she escaped. So rude!”

“Which brings me to the next question. What to do with her now that it worked?” Osborn pinched the bridge of his nose. “I don’t like this as much as you do, but she turned into something new.”

“Can’t you just...Take that thing out of her? Sever that bond?” Ben asked. “Maybe she isn’t ready yet.”

“Are you crazy?” Olivia snapped at May. “This is the first human being on which the procedure is successful! We have to study her! We have to do tests! In fact, we have to keep her alive as long as possible if we want to replicate this! Not to mention the fact that the program won’t restart without her.”

“Oh, you will not!” May almost jabbed at one of Liv’s eyes as she pointed a finger at her a little too close for safety. Liv stopped on her tracks and raised her hands in surrender. “You will not treat my Peni like a test subject!”

“What exactly is this… Organism you’re talking about?” Ben adjusted his glasses, studying every movement of Peni as the girl managed to get back up and sat on the ground. “Is this really what Richard and Mai were working on?

“Well, it compartmentalizes her brain. Think of it as adding more cores to a processor. This effectively amplifies her reaction time, her speed, her spatial awareness. It borders on precognition. Mr. Powell said they almost couldn't land a finger on her. At least that’s what I got when he wasn’t crying about his arm. We can build a better one for him!”

“Get to the point, Liv.” Norman sighed.

“Right.” The woman adjusted her glasses. “What I’m trying to say is that she’s a new being altogether. And she may need guidance. Perhaps from people that she trusts.” Liv smirked. “People that do know a thing or two about Oscorp.”

Ben and May looked at each other and nodded, without a nanosecond of hesitation.“How can we help her?”

***

Osborn entered the cell, carrying a small foldable chair. Despite all the talks of precautions and prototypes, he couldn’t help but feel that girl was just that. A girl.

She looked so harmless for someone that had hospitalized that many people in a day, but he wanted to hear her version of things.

It would’ve been bad form to do otherwise.

“Hello, Peni Parker,” He said, placing a folding chair in front of the girl and sitting down. “I am Norman Osborn.”

“That Norman Osborn?” Peni tried to get up and greet him, only to stumble due to her restraints.

“That one.”

“Sorry if I’m not looking my best.” Peni sat up and tried to lift her hands over her head to try and fix as best as she could her messy bangs. “That white-haired jerk is a jerk.”

Norman shrugged. “Sablinova can be pushy when she wants to be.”

“Does every CEO have henchmen?”

“Only the smart ones.”

Peni scooted on her behind closer to Osborn. She fidgeted while picking fluff from her shirt. “Look, sir, I suppose you’re angry with me.”

“Not as much as I should be.”

“R-really?” The girl tried to spring back on her feet, only for her knees to wobble and she would’ve fallen back on her butt if not for her finding the bench again.

“The thing is, Peni, you stole a prototype. I should be really angry with you. But cheer up, you’re the only one that managed to bond with our AI.”

“The only one?”

“The only one. After your father. So, congratulations, Peni Parker. You now have a job.” He extended his hands toward her, expecting the girl to shake it.”Your father would be proud of you.”

“J-job?” She looked like she’d been just doused with cold water.

“Test pilot. Just like your father before you.”

“Did you… Did you know my father?”

“I did. And I swear what you have right there is the last thing he left. He was the previous pilot of the Sp//dr project. It is a program to defend this city. Humans enhanced with technology. A bridge between man and machine.Technology to make a human faster, stronger and heal their wounds. To compete with the superhumans. Your father, Richard, believed in this. He died for this. So don’t waste it, Peni. That’s all that I ask.”

Peni Parker stood there for a second, weakly kicking her feet as she thought about what to say. Her eyes were studying the floor and she breathed silently, her chest weakly heaving with each breath. Peni touched her face and realized there was a warm stream of tears staining her cheeks and warmth in her chest. Sp//dr crawled out of her shirt and weakly clicked its mandibles as it stood on her hands.

Her father was in that thing, she thought. It had to mean something.

She then looked back right into Osborn’s eyes, with a cheesy, innocent and relieved, grin, ready to shoulder that legacy. Finally,

“Do I have to sign something? Could you free my hands so I can use a pen?”

She held up her wrists and Osborn snapped his fingers, signaling his guards to come from the other side of the mirror and take care of their new asset.

Norman Osborn knew that Peni Parker would be capable of great things from that day.

***

“So, you’re telling me that it was a bird?”

In hindsight, it wasn’t the best excuse in the world, but Liz had little time or energy to think anything better. Liz’s mother, Doris, a tall, robust woman with strawberry blonde curls, was examining the window’s frame.

“Yup…” Liz said flatly, her mind still reeling from the events of the night before. “Totally a bird. It crashed through the window and I was terrified.”

“Well, I’ll call someone later to think about the window. Now, get dressed. I’ll make you something before school.” The woman bent down and kissed the girl on the top of her head. Liz felt a little happier for that. Some things were still the same.

“Is it pancakes?” Liz asked.

“Maybe.”

“I like pancakes.” She tried to half-ass a peal of small laughter at that. Liz waited for her mom to leave the room and go down the stairs to take out her phone. She had to make sure the pictures were there and it wasn’t a crazy dream.

“Also, there’s a surprise!” Doris yelled from the first floor.

“Really?”

“Your father is coming to visit later. About time, I say.”

“Oh…” She didn’t know how to process this. Normally, she would have been excited to see him again, but this time she felt that feeling was stuck like she was too full to digest this on top of everything that happened. She looked at her phone to calm her mind and to her horror, they were gone.

There wasn’t a trace of Peni Parker or whatever they did on her. Only a white screen with words WE’LL TAKE CARE OF THAT.

She wanted to scream and cry and do everything a person would've done in that situation. Instead, she just felt numb. Defeated.

She closed her eyes for a second and took a deep breath to calm her nerves. She didn’t want to think about that door to that new and scary world that was seconds from swallowing her whole. Liz felt some burning hate at that, raging inside her chest. Her small frame could barely contain it, but she steeled herself, not moving a muscle.

She thought about how much she wanted to lash out at it, do anything against the tide and something snapped. She hated those shady men that accessed her phone; she hated Oscorp for what they were doing in the shadows; she even hated that old pine tree that had been there since she was a child.

Liz could’ve sworn there was a glow behind her own eyelids and the scent of burning grass, but it lasted less than a second, so she ignored it.

Liz started putting on some clothes and preparing for her day, in a series of cold, almost pre-planned movements. Everything to take her mind off the strange events of last night, and with a prayer in her heart to see her friend again.

Out of her sight, a tree branch on an old pine in a faraway front yard had caught fire.

****

Next up on Sp//dr: An Ultimate Marvel AU

Enter...The Vulture!

Chapter 3: Enter... The Vulture!

Chapter Text

The window had been fixed, the pictures on her phone erased, and her absence covered under a “sick leave”. Nothing on the news, either.

She looked at the empty desk behind her and felt the weight of her friend’s absence heaving in her heart. Liz Allen knew the truth, but that truth would’ve landed both of them in trouble.

There was news of people lighting the sky with eye beams, men that could fly or phase through walls, and even those were just on page three of the Daily Bugle as if even those news were becoming commonplace.

Days passed uneventfully as she tried to wait and live her life and not think about her friend, living in a world of marvels and monsters so far from her own. Her monotony was only broken up by the occasional text from Peni, who really made her days. Her messages were brief, always reassuring her that she was alright and often going on Disney-related tangents.

If it was an impersonator, they did their homework, alright.

One day she was in the library with another friend, Betty Brant. They were supposed to study together, hopefully, to keep her mind occupied.

She was a short teen with black hair styled in a neat bob cut, full lips, a sharp nose, and a pair of elegant thick, rimmed glasses. Betty wasn’t the most talkative person in the world but always helped whoever asked about school matters and never complained.

Liz really needed this since she couldn’t focus on a text, any text, without seeing a bunch of squiggly lines. Her brain just wouldn’t absorb new information these awful days. She was sitting in front of her screen, unblinking, trying to focus on the garbled mess she was 70% sure that was physics.

Or maybe it was just physics and she couldn’t tell the difference.

“Liz? Earth to Liz?” Betty Brant snapped her fingers right in front of Liz’s face, waking her from her stupor. Betty was sitting on the desk in front of her, with a stack of notes on her side.

“I, uh, what? Yeah, I was listening,” Liz muttered and scratched her eyes.

“You weren’t.” Betty shook her head. “Pull yourself together, girl.”

“I’m just… Just tired.” She exhaled loudly and slumped on her desk.

“What, another bad night?” Betty asked.

Liz nodded while rubbing her exhausted eyes, drawing a sigh from her friend. “I mean, sleep? Who needs it?” A bitter chuckle escaped her lips.

“Is everything alright, Liz?”

“Well, sort of…”

Aside from having to worry about her best friend in the whole world receiving awesome superpowers, being in the clutches of a shadowy corporation, and a shadowy individual interested in the whole mess. Aside from that, she was peachy.

“Tell you what,” Betty offered. “One of these days you should come to our concert.”

“Wait, you’re in a band?” Liz even drew a question mark on the holo-board.

“Apparently, I am.” Betty chuckled as she took out her phone. “It’s a new thing. There’s me, Glory, Gwen, and Michelle.” She sent a quick text to Liz who picked it as she heard the buzzing.

“Gwen Stacy?”

“Yup.”

“She never told me that. Bet she likes surprises.” Liz looked at the picture her friend had just sent her: It depicted the portraits of four girls in black ink with a red background, displayed just above a name: The Mary Janes. She didn’t recognize the other two girls, but the others were unquestionably Betty and Gwen. “Gotta be honest, I thought she was expelled.”

“Yeah, that’s our Gwen. Her father pulled a few strings. Not that she was happy about it. I think she’s trying to get expelled.”

“Yeah, Stacy. There’s someone interesting.”

Liz turned towards that shrill, annoying voice only to see Flash Thompson with his annoying buzzcut and his equally dumb and ever-present friend, Kenny. What they were even doing in a library was anyone’s guess.

“We’re trying to study, Flash.” Liz turned her back on him and opened the first page she found in her browser. Even the social structure of the Boscimans would’ve been more interesting than what he had to say. “Also, Kenny, don’t you have a life outside of following Flash?”

“Oh, you’re the one to talk,” Kenny spat. “I can’t remember looking at you without Parker attached to your hip.”

“What are you even doing here? Do you get a kick out of being an idiot?” Liz suddenly got up from the chair, loudly kicking it away. Another student shushed them, but he was shut up by a quick and venomous glare from the redhead. The boy shuffled on his chair and hid his face behind the screen.

“Parker is the talk of the town and all she had to do was disappear.” The boy shrugged, wearing a smarmy expression.

Liz clenched her fist, begging for it to land on his stupid face.

“Flash, come on.” Betty made a quick shushing gesture at the two, but Flash had none of it, smugly leaning on the girls’ desk.

“I’m serious. Allen is the only one moping about her and who knows why.” He pointed at Liz with his thumb.

Flash… ” Liz inhaled deeply, drumming her fingers on the nearby desk. “I’m this close to kicking your ass.”

“Ok, alright, I’m leaving.” He clicked his heels and spun around before heading for the door. He gestured for Kenny to follow him and the taller boy did so without a word. The blond kid said, “I mean what’s the point? By now your girlfriend is probably in a secret lab or something.”

Liz screamed her heart out, startling Betty right next to her, and grabbed a book, hurling at Flash with all her rage. Flash smoothly ducked under it and went to confront Liz with heavy steps.

“What the hell is your damage?!” He shouted, his face hovering threateningly a few inches from her.

Liz opened her mouth to unleash a string of obscenities at him until she felt a strange glowing in her eyes and she gritted her teeth. All that rage and frustration that was rippling inside her was expelled in a twinge of bright, hot light. It lasted less than an instant, so brief that even Liz dismissed it as a trick of her mind

All of a sudden, a large fire enveloped a wooden scaffold, consuming a whole row of books and causing a cloud of thick black smoke to rise from its wrecks. The fire alarm was ringing and the sprinklers started raining on all the people gathered there, soaking four students and a quite large quantity of school supplies.

****

“I’m sorry for throwing that book…” Liz said as she rubbed her matted hair with a towel.

“I’m sorry for saying those things.” Flash sighed while squeezing water out of his shirt. “You didn’t deserve it.”

“I’m sorry for not telling you to stop.” Kenny sobbed as he held the moist remains of his jacket, its colors now faded and its texture soggy.

“I’m sorry for knowing you guys in the first place,” Betty grumbled from under a completely wet mop of hair, only moving her locks aside to shoot a glare at anyone dumb enough to pity her. Liz passed her the towel once she was done and Betty snatched it out of her hand without a word.

“I ain’t sorry for sh*t. I’ll do it all over again.” Everyone turned towards the happily kicking her feet and completely dry Gwen Stacy, sitting on the bench right next to the four troublemakers. The five of them were waiting in front of the door of Principal’s Morita office looking generally miserable except for the unfazed punk blonde.

“What, hacked another sign, Stacy?” Liz jabbed with an amused half-smirk. Despite everything, Stacy’s shenanigans were at least above average so Liz didn’t want to be harsh with her.

“That was in the past. Now I’ve expanded my horizons.” Gwen got up and placed a boot on the bench to nonchalantly do some stretches with her leg.” I got something respectable going on now.”

“That would be the day.” Betty snorted a small laugh from under her wet mop of hair.

“Hey, Bets. Didn’t recognize you under that mess.”

Betty raised her fist for Gwen to bump it with her own. “So, no, I’m not in trouble. I just like to pass by the principal’s office because there’s a lot of interesting humanity, like you guys. What happened to you, by the way?” she asked while pointing at the still soggy Betty.

“There was a fire in the library,” Flash said. “Got no idea how it happened, but it happened. The sprinklers worked, at least.”

“I’m glad no one got hurt.” Betty patted Liz’s back. “Hey, you’re drier than us.” She passed a finger along Liz’s shirt to find only a few droplets on it. “You stood under a sprinkler. How did you do that?”

“I… I don’t know…” Liz wanted to mention that strange glow she saw, but surely it was nothing serious. Probably just something wrong with her eyes. Probably another cause entirely. She had other issues going on than worrying about imaginary strange lights and audacious explanations. “Luck?”

“Well, look at me…” Flash stretched his arms, very unsubtly showing off his well-toned physique. Betty moved her wet hair aside like a curtain to steal a glance. “Hope they got clean clothes in there. I can’t go back home like this. My father is going to kick my ass.”

“Oh, I’m not complaining, dude.” Gwen flashed a very quick smirk and Flash’s cheeks quickly flushed red.

“S—Shut up…” he muttered, hiding his flushed face behind the drenched rag that was his shirt. Kenny gave him a friendly punch to his side and winked.

“Ugh…” Liz really had no patience for those shenanigans, rolling her eyes at the shameful display.

Besides, she couldn’t see what the fuss was all about with boys. More trouble than they were worth.

“Still, the principal wanted to talk to us, figure out what happened.” Kenny blinked and leaned towards Flash. “You think he thinks we did that?”

“We should get a lawyer, just in case,” Flash said.

“Do you know a lawyer?” Kenny asked.

“Well, no, but we could have one pro boner.”

“That’s pro b—” Betty tried to say something only to be shushed by Gwen’s finger over her lips.

“Sssh. Let him be happy,” Gwen whispered to the other girl.

As the others kept discussing and talking over each other so much their voices turned into an undistinguishable garble, a notification lit up Liz’s Starkphone. It was a text from Peni Parker and her heart leaped as she looked at her friend’s name.

Meet me on the rooftop , it simply said.

“I gotta go!” Liz said with the biggest smile on her face, and she bolted out from the hallways.

“Wait!” Betty stood up, opening up her still wet hair like a curtain only to see that Liz had already disappeared. “Principal! Office! Trouble!”

Meanwhile, Flash Thompson was befuddled by the whole thing as he saw Allen rush away into the hallway and hit the stairs before he slowly blinked a couple of times and slapped his own thigh. “Wow, now I get those two! I feel like a jerk now.”

“Wait, what? What did you get?” Kong said.

“She’s got a crush on Parker,” Flash whispered in Kenny’s ear causing Kenn’s eyes to go wide. Gwen leaned next to Kenny to also hear the blonde kid’s revelation and a smile lit up her face.

“Called it!” Gwen yelled as she sprang up on her feet. “I knew it!”

“Uh…” Flash blinked, unsure of how to process that enthusiasm. “Why exactly are you here, Stacy?”

“Well, not only I’m about to get famous, but I’m also becoming a model student.” She took out her phone. “You know, the Bugle pays a lot for photos of superpowered folks and I’ve been through some extracurricular activities…”

As Liz reached the rooftop, a cold wind ruffled her faintly wet hair. She hugged her sides, trying to shield herself from the cold as she looked around for her friend. “Peni?” she called, moving with unsure steps towards the concrete railing. Something crawled on the back of her head, and she gulped as she moved towards it, the wind whistling in her ears.

The moment she leaned forward to look down, she saw a black silhouette crawling its way up on a glass window. Before Liz could open her mouth to scream, the thing had slithered all the way up and leaped from down below right in front of her, landing on the railing. “Hey, Liz!” A cheery voice ringed from the shape.

The redhead screamed and landed on her buttocks, she threw a long look at the figure towering over her. It was a sudden, but welcoming sight, as her eyes were laying rest on Peni Parker once again. “Oh my gosh! Are you hurt?”

“We have to stop meeting like this!” Liz grumbled loudly as she stood up, brushing dirt from her skirt. She then realized that, yes, her best friend in the entire world was in front of her, unarmed and clad in her usual black shirt and teal gown, and Liz pulled her in a tight hug.

“Awww, you do care.” Peni chuckled.

“Dork.” She looked down to check if every hair of her friend’s ruffled mane was still in place. She found herself a little weirded out by her friend’s position. She was sitting squatted on the railway, her palms against the ground between her feet. “Are you comfortable?”

“Oh, this…” Peni looked down and then at her clenching fist. “I’m doing this without even realizing. Doctor Octavius said that my body is way more flexible than before due to the nanomachines injected by the wetware’s interface when he bit me.”

“I have no idea what you just said, but that’s pretty cool. Where were you hiding down there?”

“Was waiting downstairs. Then I figured I could show off my powers to my best friend.” Peni blinked. “Seriously though, I didn’t scare you that much, right?”

“Never do that again, just to be safe.” She placed a hand over her chest. “I have a weak heart.” She lamented in a completely phoned tone of voice.

“Noted, but enough talking about me,” Peni scoffed.

“Actually, I wanted to talk about you. What are you doing at Oscorp? What’s going on there? Are you safe?”

“Training. They’re tweaking my suit and teaching me how to use my powers and I'm safe.” Peni counted the answers on her fingers before sighing, dejected, and lowering her gaze to the ground. And I did miss you…”

“Me too.” Liz sniffled and gently hugged her friend, still perched on the railway. Peni gently stroked her hair and rested her weary head on the redhead’s shoulder.

“This is why I thought up an app. So we’ll be close."

"A what?" asked Liz, breaking the hug, and tilting her head in confusion.

"It's something you put in your phone to make anything else but calls, but that's not important right now. The thing is I made this one, connected to my suit." Peni held up her phone and Liz saw an image of a yellow spider blinking on the screen. " I already sent the APK to you."

The blonde girl’s phone beeped, and Liz saw that same icon on her screen blinking as well. "What does it do?" asked Liz as she pressed on the icon, starting to install the app.

"If I'm on the field and I need some backup or I just want to see you, which is always cool.”

Liz blushed, and reflexively put in its place a rebel lock of hair.

"Then I'll just need to think about you and the suit will make a call to your phone. If you're ever worried about me, I’ll know.”

“Why did you do this?”

“Because when I dropped in on your life with superpowers, all unprompted, and you said I was over my head…” She hung her head. “You were right.”

“Yeah, and I still hope you know what you’re doing…”

“It’s a 50/50 for now.”

“Speaking of which, remember those photos I took?”

Peni nodded.

“They’re gone. They left a message saying that they'll take care of it.”

“Ominous.” Peni nodded.

“Needless to say, I was pissed off.” Liz looked at the ominous message again, her fingers tightening their grip around the plastic chassis. “Peni, what have we gotten ourselves into?”

“Don’t worry, Liz.” Peni gently cupped Liz’s hands in hers. “Whatever happens, I’m with you. And you’re with me. That’s what matters.” Peni let the other girl go slowly, before she grasped at her gown and bit her lip. “Again, I’m sorry if I dragged you into this, but I trust you.”

"I don't mind, Peni. I'm…” Liz’s hands were shaking as she held the phone with both hands, staring intently at the screen and then at her friend. “...Honoured that you trust me so much. That you still want me in your life."

"I just…” Peni’s cheek flushed red, and she looked down, scratching the back of her head, trying to hide the embarrassment with a fake grin. “I can't imagine otherwise. You’re my best friend, and I care a lot for you. A lot of a lot. "

The two were lost in each other's gaze, basking in their simple presence. They needed no words, just the simple pleasure of their company and the beautiful certainty of the other's presence. Liz felt something new dwelling in her heart. For the first time in her life, she considered, ever since that strange night, the possibility that she might lose Peni.

Liz kept that thought buried in the back of her mind, too disheartening to be unearthed. Yet, she realized that her friend was even more precious than she thought. Each moment they shared was a blessing so precious she realized it only once there was the possibility of losing her...

Despite living in two different worlds, she had never felt closer to Peni Parker than ever before. Even more, something awakened in her, and she wanted to be part of that world, at her side, closer than before.

"So…" Peni let out a throaty, embarrassed giggle, trying as best as she could to avert her friend's gaze and hide her still flushed cheeks. "I'll see you tomorrow, I guess."

"You will. Now that you mention it, I'm supposed to be in trouble." Liz chuckled, playing with a lock of her hair.

“Miss Allen, you’ve become a bad girl. What happened?”

“Well, the sprinklers were set off by something and we happened to be there.”

“So… Not by a supervillain.”

“As far as we know.” Liz realized that her friend was happily chatting on a rooftop after literally crawling like a spider in their very active high school. “Aren’t you afraid that someone will see you?”

“Relax,” Peni scoffed, waving her hand. “No one saw me coming here. I’ve got the proportional speed and agility of a spider. No one can see me if I don’t want it.”

“Really? And what’s that over there?”

Peni turned in the direction her friend was pointing and saw on the holographic billboard mounted on the building looming over their school, a giant-sized photo of a crude, misshapen humanoid, covered in exposed muscles with a pair of bulging bug eyes. The thing was swinging on a fleshy-looking tendril over a building, ready to leap over the next one.

There was a headline superimposed on the image that simply said, in shiny letters: HERO OR MENACE?

“What… What?!” Peni yelled. “When did… Who… How?!”

Liz sighed and pinched the bridge of her nose. “Yup. No one saw you...”

****

Peni Parker had always wanted a treehouse. It was such a simple thing, but a simple thing that was built together by families.

Not many houses had a big enough garden with a big enough tree these days, so it was rare to see a treehouse. The small, gnarled thing that was growing in their yard could barely hold the weight of a well-made treehouse, so the most that Uncle Ben could do was nailing together a few wooden boards in the shape of a floor.

He got that far before falling on the ground, thankfully without hurting himself, before Peni begged him in tears to never do it again.

It was a good thinking spot, at least, so she appreciated what she had.

Long before she had the power to just crawl up that tree like it was nothing, Peni used it for that purpose. After taking a ladder to it, taking a few minutes to catch her breath and massage her aching muscles from the climb.

She looked down at her clenched fist and wondered about all that power still within as she watched the sunset.

Sp//dr crawled up from her sleeve and on her hand. Even if it had been only three weeks, Peni had gotten used to that sight. His legs skittering over her skin and the smooth, soothing sound of his metallic voice echoing in her head wasn’t as unsettling now that she had got used to it. It felt familiar, even, like an old friend that had always been there.

She had nothing but affection for that strange being by then: Facing a cadre of hired thugs together does that.

Peni, what am I?

“I was asking the same question. Liv would say that we are two cybernetic organisms in a symbiotic relationship.”

Yes, but what am I? From a human perspective, I mean.

“I’m really rubbing off on you.” She sighed. “Sorry, Sp//dr, I didn’t want you to get stuck with me. Who knows? Maybe you’d be stuck with someone that actually knows what she’s doing.”

But I like you, Peni. I could even exist without you. This version of me… Of what we are, wouldn’t exist without your mind to style myself around.

Peni blushed. “Gee, Sp//dr, no one ever said that to me.”

Consider me the first.

Peni took a few moments to breathe in the freshening air of the night to come as she heard the sound of footsteps creaking on the small ladder just next to the tree.

I am afraid, Peni. Even though I’ve been sentient for comparatively little time, I’m uncertain about my future.

“Not gonna lie, Sp//dr. Me too.”

Peni’s memories of that first night flashed before her. The adrenaline pumping through her veins, the sound of bones breaking under her blows, energy blows exploding all around her and the smell of her burning flesh and the stinging taste of metal on her tongue as that green fluid filled her nostrils…

Peni shook her head. “Ben… Did you really think it was going to be so complicated?”

Ben sighed. “I suspected what your father was doing was important, but I had no idea why. Still, I’m grateful he left you in our care. I am thankful for this every day.”

“Thank you,” She whispered softly as she waited for the man to sit close to her before gently snuggling at his side. The two spent a few minutes watching the sun slowly set in silence, as the clouds above the skyline turned blood-red.

The city’s lights were turning themselves on one by one, mirroring the stars above.

“I wish I could know more. About him, about his work, about this power I have. You know me, I have to get to the bottom of things.”

“Wouldn’t be the first time. Remember when you tried to interrogate that jellyfish because you thought it was an Atlantean spy?

“But… But Atlantis exists!” She frantically produced her cellphone out of her pocket and found the first picture she could of the Fantastic Four fighting the Atlantean dictator Namor from their flying ship. Accompanied by a swirling typhoon of water beneath his feet, the Atlantean was holding a trident, screaming as he was ready to pierce the chest of the rock skinned marvel known as The Thing. “They found it!”

“That’s beside the point,” Ben calmly said as he moved the phone out of his face.

“Still!”

“Were you talking with Sp//dr?” He pointed at her head and then at the little creature clicking its mandibles at him.

“Yeah. I must look so weird talking by myself. At least they thought I was already weird before.” The little creature rested in her palm and she started caressing its back. “Only Liz knows and it took a lot of convincing.”

“So, Liz knows.” Ben sighed. “I don’t blame you for going to her first when that happened. You needed to see a friendly face. It’s good that you trust her. I like her. She’s a nice girl.”

“She’s the best.” Peni felt a strange warmth rise up to her chest as she thought about the night at Liz’s, like a sailor having found a lighthouse during a stormy night. “She didn’t even scream when she saw me. Much.”

Peni chuckled at that, with Ben following suit. She thought that Liz would call her a jerk or a dork for laughing about it so casually and Peni would nod and smile about it. That’s how it worked between them and she loved it.

“Are you afraid?”

“What? Nah. I’m ready now. did my homework. Literally. I waited for this all my life. Also, I mean… Have you looked at me? Do I look scared?” Peni put on a completely fake grin. Ben looked at her with a flat expression and lowered his glasses, staring right at her. Peni’s facade crumbled as soon as she met his eyes and she sulked, hugging her knees again.

“Sp//dr and I are afraid, you know?” Peni quietly mumbled, hugging her shoulders as the tiny cyborg walked tiny steps over her bare wrist.

“Me too.” Ben nodded. “This thing may be too big for two old programmers and a student.”

“I don’t even know what I am… What we are anymore.”

“You are Peni Parker. That’s all you need to know. No one will take this from you.”

“Thank you.”

“I know that you’re afraid. You should be afraid. I don’t know where this will take us, but there was a thing your father used to say. It helped me go through a tough time. It was back when he used to tell me what he and Mae were working about. He would come back home with sunken eyes and a five o’clock shadow, but he had the strength to muster up a smile and look proud, yes, proud of what he was doing. He said that from a great power, must come great responsibility. That’s what he was doing, that’s what carried them on.”

“Wow…” Something clicked in Peni’s head as she heard those words. She slowly opened her fist, each finger set against the last rays of sunlight. “I have some power.”

“What will you do with it, what will Oscorp do with it? I don’t know. But we are with you.”

“You think they’d be proud of me? Mom and Dad?”

“I am proud of you if it’s enough.”

“It’s more than enough.” She rested her head on his shoulder and decided to close her eyes and doze off with a smile on her lips, savoring that moment for as long as she could; in the warmth of a loved one’s embrace, in the shade of the city she loved and in the house and tree she had her best memories.

As long as she wasn’t shoved in another glass jar, she’d get along with everyone else.

“Uuuh… Also, probably half of New York knows.” Peni mumbled.

“I know. We’ll find a solution to that.”

***

Blake Drago was a man with a vision.

Not a particularly grandiose vision, but he was a down-to-earth guy. Ironic, considering the Vulture gang’s gimmick. That was his idea, he thought. What started as a joke was now making the headlines.

They had started as robbers and thieves. Murderers sometimes, but if their victims didn’t want to get whacked, they should’ve been more cooperative.

Then, they hit it big. Phinn was approached by a mysterious benefactor. What started in a garage, a few guns and three jury-rigged wing packs was now a massive underground hideout with armored flying suits, and the finest weapons money could buy. Drago passed in front of the three immaculately kept suits, each contained in a glass cylinder. Their wings were neatly folded behind their backs and sharpened for a night of good old ultra-violence.

All of a sudden, a trio of crooks and their engineer were in a new market. Supervillains, the media called them. It was a simple business, really: Choose a gimmick, give yourself a name, like Doctor Doom or Magneto, and civvies would quake in their boots.

The only thing he hated about the gig was the gear. He looked at himself in the mirror only to notice the mask had left a mark on the bridge of his nose. He had cold brown eyes and a large square jaw. His curly black hair had lost some of its softness having been squished in a helmet the better part of the day, but he knew he wouldn’t have won a beauty contest at his age.

Phinn was looking at some screens, allowing him to look through the eyes of the hacked surveillance drones, the whole city monitored and in their grasp. Phinn was a tall, thin man with a brown goatee and a shaved head. His narrow eyes carefully studied the drone’s patrol routes to always have a clear view of the city, entranced by how it moved, how it breathed, and, more importantly, how to break it. His sharp features were lighted by the pale blue lights of the screen, blinking as little as possible.

“Everything alright, Phinn?”

“Quite.” He started fiddling with a syringe. “Our client sent us this.”

“It didn’t blow up. That’s for sure.” Drago lit himself a cigarette and dragged some smoke in.

“If you keep smoking in here it will.”

Drago took the lit cigarette out of his mouth and stared at it in disbelief.

“Joking. But, you know, I’d still be careful.” Phinn let out a sinister chuckle.

“Very funny,” Drago said while picking up the syringe. “What does this do?” The side sported the image of a scaled serpent biting its own tail.

“A nanomachine solution. It rewrites the security systems and allows the tech’s activation remotely.”

“Clever toy. Very nice of our benefactor, whoever it is” Drago pointed out. The money and the gizmos were nice, but he hated not being in complete control of the situation. The operation had to look legitimate, and, more importantly, it was his project.

Not that he would ever say it loud.

Still, they were there for the money. Cold, hard cash. That’s all that mattered. That’s what all Adrian Toomes cared about when they started. A man had to provide for his family and Blackie agreed with that logic. He was an old-fashioned man so he let that slide, despite the threat of going soft.

Along the way, though, he really did get soft. There wasn’t anything worse than getting soft for a crook.

Graveyards were full of people that got soft. Most of them were whacked by men like Drago.

He watched the leader of The Vulture’s gang, grinning like an idiot while talking on the phone. In their hideout, nonetheless. Adrian was always the first one to ramble on about the dangers of technology, saying that the government or S.H.I.E.L.D. could track them any moment and what was he doing right then?

Talking about his brat. Right in their hideout and right next to their weaponry, as if he was some middle-aged suburban dad messing around with a car that he’s too stupid to treat properly and too lucky to not know the difference.

He was a middle-aged man of average height, but still well built. He had icy blue eyes, thinning grey hair, thin lips, and a sharp nose. The man saw his share of winters but was still tougher than a lot of younger folks. He was wearing a bomber's jacket with neck fur, a reminder of his past, and a pair of black jeans.

“Yeah, I’m taking her to school tomorrow morning. Honest. I want to see my daughter. Who do you think I am?” He hung up with a sigh and placed the phone on the table.

“Was that Doris?”

“Yeah, she wanted me to give Liz a lift to school tomorrow.”

“How old is she now? Fourteen?”

“Fifteen.” Adrian started fiddling with a gauntlet. When he clenched his fist, blades sprouted from its fingertips.

“They grow up so fast.” Drago checked his helmet’s sensors, instantly summoning a holographic map hovering on his jet black visor. “You wouldn't make your old lady angry.” He smirked.

“Yeah. Got any problem with that?” Adrian put up a phony, sharp smirk, tapping on the table with the blades on his gauntlet still unsheathed.

“Nah. I mean, it’s your business. I ain't judging.” He blew some smoke all around the room and Adrian narrowed his eyes, covering his mouth as he discretely coughed. All the time his cheeriness from the healer had disappeared, replaced by a cold look in his eyes. “Still, you needed a day off.”

Blake patted the other man’s shoulder. Adrian’s smirk quickly disappeared, replaced by a piercing glare.

It was painful, as if he felt it on his skin, so much that Blake made a mental note of never doing that again.

Adrian even put the gear away, to Drago’s relief, stuffing the gauntlet in a locker.

“If you’re done…” Phinn cleared his voice and then showed the image of a warehouse on a monitor. “That’s our objective for today.”

“What’s are we going to get?” Adrian pointed at the screen.

“Oscorp’s version of The Bridge technology. One piece of the portal, to be assembled in a secret location.”

“Look at that, they finished that project,” Adrian smirked with satisfaction at that.

“Not yet, but I believe that when I’m getting my hands on it, our plan will come to fruition,” Phinn said.

“Good.” Adrian signaled to Phinn to open up the glass tube containing his wingsuit. “I’ll suit up.”

“Need any help?” Drago asked, not wanting to feel left out.

“Not tonight. This is my night.” With that, Adrian signaled to Phinn, and the man opened a nearby capsule with the flick of a wrist. It contained the new and improved model of their flying suit, and that night, it was going to see some blood, alright.

***

In a white-hot room, Peni Parker was facing the silver-haired mercenary again. Oscorp had provided them with a padded training room that quickly became a daily place of meeting for the two of them. Despite Peni’s heightened strength and agility, she needed someone to help her hone those skills. Who better of a teacher than the one who almost effortlessly kicked her cyborg butt?

Now, go easy on her, Peni. Uncle Ben’s voice ringed in her ears. We don’t want a repeat of the last time.

Sablinova unsheathed her sword, still sparkling with blue lightning bolts. She pointed it at the young cyborg and smirked.

“Could you tell her to do the same?” Ben asked.

That’s why we’re paying her. Octavius cackled in the communicator, her shrill voice echoing in a newly fanged helmet.

Peni Parker was getting used to hearing more than one voice in her head. Her helmet was filled with a psychoactive, breathable substance designed to better conduct brain waves.

It was based on the same principle that allowed her to speak with Sp//dr telepathically. Professor Charles Xavier once theorized about telepaths expanding a field around them with the same properties that allowed them to use their powers. A less invasive solution than shoving communicators in her helmet; It would’ve compromised the fluidity of the suit.

The substance itself was sterile, which allowed it to safely coexist with the ports on her skin without risking infections.

In her time at Oscorp, she was told that the ports themselves were biomechanical interfaces, created through the injection of nanoparticles from Sp//dr’s bite.

Liv had once said the two of them were now a technorganic interface, designed to bridge the gap between man and machine. All of that in her body: She couldn’t help but be amazed by the technology, just a few microns below her skin. The black-haired student looked at the small glass window high up and saw the sinister silhouette of Norman Osborn.

The man was looking down, his fingers clasped in silent contemplation. She nodded, a determined look etched in her eyes, even if she couldn’t see the face of her distant and laconic boss, cloaked in shadows.

Peni took a long, deep breath to take in some air and closed her eyes to visualize the suit in her mind. She could feel the electricity gathering near her ports as a new world of senses opened in front of her, alternating between the dark interior of her eyelids and Sp//dr’s fragmented worldview. She could feel the protoplasm slink out of her body, cold to the touch, and solidifying itself around her figure, forming a metal shell. A sturdier armor than the primitive, misshapen thing that few in the world had seen.

The second layer of protoplasm immediately covered the first one, reshaping itself in red segmented armor to protect her chest, legs, and arms. It had to be flashy: All of New York was going to see it.

The back of her head connected to her spine by a cable made of artificial tissue. With a mere thought, she would’ve been able to exert some replacement material out of her body to replace her face mask.

Her arms were sporting a pair of pointy shoulder pads, a yellow sphere embedded in the center of each, both holding liquid protoplasm to be turned into webbing later.

Her three-toed boots grasped in a digitigrade posture at the metal floor, ready to leap several stories high with a mere flex of her new muscles. She had a strong footing with that shape and, in a pinch, was able to deliver strong kicks to some deserving mugs.

Her chest had the emblem of an upside-down spider emblazoned on the very center. Under it, Sp//dr had snuggled up cozily, directing from the center of it all. Floating in the protoplasmic suit, he enhanced every impulse coming from her brain, enhancing her reaction speed.

It was a powerful, flashy, and utterly optimized armor that was also giving her a few extra inches in height, which wasn’t a bad thing. A smile graced her face under the cybernetic setup as she realized she was the one that could now pat Liz’s head if she wanted.

“It’s even better than I thought…” Octavius crooned in pure awe as she adjusted her glasses to better look at the new Sp//dr suit.

“Vitals are stable,” Morbius said coolly as he also admired the handiwork. “How does it feel, Peni? Are you comfortable in it?”

Peni flexed her arms and legs. “It feels like a second skin, Doc.” Her voice came out distant and metallic, somewhat muffled by her attire.

“Get ready, child.” Sablinova raised her blade. “Here I come.”

Peni raised her fists. “Wouldn’t have any other way.”

The mercenary smirked and rushed to attack, opening the fight with a quick slash. Peni leaped above it, and pirouetted below the mercenary before striking with a quick punch. The mercenary barely blocked before the red-clad cyborg struck her stomach with a lightning-fast kick. She grunted in pain and jumped backward, steeling herself to continue her assault.

Peni thought about their fight and their time training together and wondered about how glad she was to learn to hold back her full strength and learn at least one-tenth of Sablinova’s techniques.

Morbius, Octavius, and the Parkers were observing the sparring session from the upper floor, looking at it through a glass window.

“Faster than the last time. Michael?” Octavius turned to her fellow scientist.

“0.5 seconds faster, to be precise,” He said. “Impressive. She’s a natural.”

“She’s our baby.” Ben put a comforting hand on May’s shoulders, and the woman held it tight, her eyes still focused on the fight.

Morbius was working on the injector and checking her vitals over a hologram of Peni Parker's petite figure while Octavius was preparing a syringe, carefully mixing the substance with her mechanical tentacles, almost absent-minded, her eyes much more focused on the match below.

“What about Sp//dr? Where does he fit in all this?” May asked.

“He’s an extension of her. He expands and compartmentalizes her brain. Have you noticed that she thinks faster? Act faster? That’s him.”

“Richard had something like that, you say.” Ben lowered his glasses and sighed.

“Yeah, but the previous wetware has been lost. Along with its host.” Octavius finally finished with her concoction and prepared a syringe, slightly pushing on the piston and causing a small drop to pour off the tip.

Ben looked down, clearly saddened by the scientist’s words. “I mean, Richard. Richard was lost,”

Said Octavius while adjusting her glasses.

“He didn’t have me. They didn’t have me.” Ben straightened his tie and his back. May put a hand on his shoulder to comfort him as he was slightly shaking.

“Us,” May whispered.

Yes.” The man smiled as he grasped his wife’s hand gently.

Octavius turned to hide, nearly retching at the display of affection. “Oh, your niece is in trouble. What is happening to her?”

All the eyes on deck immediately turned towards the fight again.

Peni was now more on the defensive as Sablinova’s strikes grew quicker and more vicious, the mercenary switching to a boxing stand to land one hit after another. Peni raised her arms to protect the sides of her heads, only for Sablinova to strike like a serpent in every hole of her guard. Her outer shell was shaken by the blows, biting pain following each strike of the augmented opponent.

All of that worsened by a quick sting of her Spider-Sense: She had thought up that name during her three weeks of training and tests and thought it was fitting.

As if on cue, the woman attacked with a lightning-fast palm strike aimed at Peni’s solar plexus. Something that would’ve downed any other person coming at her like a freight train. Before she could even blink, Peni quickly stopped the blow in its track, clutching Sablinova’s wrist in a steel-like grip.

“Nice.” The woman cracked a small smile as she looked at Peni’s tiny hand blocking her muscled arm. Osborn was inscrutable during the whole ordeal from up above, raising his hand to stop the fight.

“I learned from the best,” Peni smirked at her in return.

“Could you let go of my hand now? I’ll need it later.” Sablinova dropped the friendly facade and slipped her mask of professionalism as she tried to twist Peni’s hand away.

“Oh, sorry.” Peni sheepishly let her go and before Sablinova went her way, Peni noticed that a small grunt of pain escaped from the cold mercenary's lips. Peni Parker looked at her hand in shame, realizing that now her grip could crush steel.

Your blood pressure is rising, Peni. Is there something wrong?

‘I don’t...I don’t want to hurt anyone that much ever again.” Peni whispered as the suit turned into a mass of protoplasm again and slinked back inside her body, making a soft popping sound as it made space for her usual clothes.

Olivia said that one day, with more precise control, she would’ve been able to turn the suit into a replica of her clothes and switch back at will.

She bit her tongue and kept silent as she saw Sp//dr nervously skitter onto her arm, pleading at her with his metallic eyes.

‘Great Power’ her father used to say. Couldn’t be ignored, couldn’t be wasted, and couldn’t be abused and all in the palm of her hand.

The automatic door of the elevator hissed, and Norman Osborn stepped out and into the training ground. He was accompanied only by a couple of guards from the Wild Pack, clad in their immaculate white combat armor.

They had told Peni that was the name they used back when they worked under Sablinova in Sokovia and Simkaria, back in the Eastern bloc, before being employed by Oscorp, but the moniker had stuck. It sure fit their reputation, not to mention the very close fight they gave her.

“I trust that everything is going well,” The man said as his hawkish eyes surveyed the training ground, barely focusing on Peni

“Yes, sir,” Peni said as she straightened her back and stood her ground, still intimidated by the glum businessman. He had a strange aura to him, like some kind of father figure and benevolent feudal lord, all rolled into a business suit and a pair of sharp cheekbones.

“I wanted to accompany you on-site myself, Peni. Like Richard before you.” He offered her his hand and she turned towards the window where the science division was observing the scene. Liv flashed a thumbs up from behind the glass before the girl grabbed the CEO’s hand and was gently led by him inside the elevator.

The doors to the lab closed behind her, signifying that there was no more room for tests: What was about to happen was going to be real. A small glop of protoplasm formed near her ear, and heard a quick “Good Luck” in May’s voice before it disappeared back into her port.

“Sablinova doesn’t speak much. I’d like to know her better, but she talks with fists.”

“She does that,” Osborn said, placing a friendly hand on her shoulder as the two entered the elevator. “Don’t worry, she’ll be out there, watching your back. She speaks highly of you.”

“She’s not the type to show affection, though.” Peni shrugged. “I get her.”

“She’s been through a lot. She used to fight for the Sokovian rebels after the coup.”

“I’m glad she’s out there. Did I ever say sorry for what I did to her men?”

“Yes, but there was no need. They knew the risks. Still, it’s never useless to apologize,” For a moment, Peni thought the man had cracked the almost imperceptible smile and for that, she was happy.

They reached an empty floor for the occasion, and she was led to a large balcony with sliding glass doors. She could see the signs of office furniture having been hastily removed on the floor and the empty spaces where holographic interfaces once stood. Soldiers were at her side as they opened the way, allowing a gust of wind to enter the room.

The cold air of the night stung and Peni hugged her sides to keep herself warm. The city below was shining like a sea of electric stars and for the first time, she allowed herself to feel the full brunt of what was going to happen. An enhanced human, in that same spot where her father stood. Chosen to protect the city. She was a new being in a new body, selected for her first real flight into the unknown. It was different from her first foray into that strange new world; now the people hunting her down were fighting at her side. Her aunt and uncle were whispering in her ears through incredible technology, supporting her in this endeavor.

“So, this is where he stood,” She said as her eyes looked down at the city, pulsating with energy.

“Yes.” Osborn adjusted his tie as the cold wind roared.

“What happened to him?” She turned to cross her gaze with the icy CEO’s.

“We lost him. It was during a mission and he was declared dead. Both of them. We never found the bodies.” He lowered his gaze and for a moment, a sad shadow was cast over his eyes. “But who knows? Maybe you will do better.”

“I’ll try,” She wanted to hear those words from him. Whether it was a complete truth or not, it was a start. Despite this, Peni could see some sort of strange pride glowing in his eyes. The sort of thing a man like him would never have admitted out loud but could be seen between the lines.

She took one step forward, taking one last, long look at the labyrinth of steel and concrete breathing just below and an unexpected fear once again gripped her heart. She thought about Liz’s words of being over her head and some of it was true. But all around were people that trusted in her and, most importantly, she felt ready for it. Her father was gone because of this project; she had to make it mean something.

She clenched her fists one last time and took a deep breath as she faced the unending sea of buildings shimmering below.

New York’s skyline stood in the distance, inviting her to the challenge, just like it had challenged her father many years ago. She felt that void where he once stood, waiting, no, yearning for her to fill it.

“Ready, Peni?” Aunt May’s comforting voice hummed through the communicator. “You can always walk away.”

She placed a hand on her heart, where Sp//dr was dwelling amongst the protoplasm, and nodded. “Not anymore. This is who I am. We are Sp//dr.”

“Sp//dr Division is a go.” She could hear the sounds of machines humming from the other side as Uncle Ben’s voice declared that simple, life-changing command. Protoplasm flowed out of her body like a quicksilver, encasing itself around her body to form her incredible armor. The web of sensors buzzed all around her, the width and breadth of the city whispering in her ears.

She leaped into the night and shot a strand of web from her wrist, sticking to the side of a building. She clenched her fist around it she swung forward and, before she realized it, Sp//dr and Peni Parker were leaping above the sea of neon lights, the cold wind crashing against her armored form. Before the voices in the communicator were promptly cut off, she’d swore she had heard a prayer in them.

If she felt ecstatic despite her confusion at her new condition and the mercenaries on her neck during that fateful first night; now she was reborn.

Power coursed through her veins as she leaped from building to building, her wrists churning out strands of web as taut as steel to keep her in the air.

She was soaring high above the streets of steel and concrete, lighter than a feather yet covered in solid metal. Strong enough to bench press a car, with reflexes able to keep up with top athletes, if not surpass them.

Puny Peni Parker wasn’t weak anymore. It felt liberating, intoxicating even, to have her body as fast as her mind. Her enhanced senses were picking up a new array of stimuli, the roaring of the lines of cars coming from the city below, the buzzing of drones, and the helicopters’ wings slicing the air, the humming of the machines powering up the colossi of steel and concrete touching the sky.

A city that had to be protected, she thought. A city that after inspiring such fear in her was welcoming her now, a new superhuman among many others. A perfect union of man and machine.

Like Richard Parker must’ve been once.

She took it as a sign from the heavens as her father’s virtual image flashed beside her, his hands steadily gripping a strand of web and swinging forward. She smiled and matched his every movement as the vision slowly faded and she crawled up the side of a building to reach its top, to watch the city from up above once again.

“It’s our home, dad.” She sighed. “Let’s do our best to protect it.”

***

Liz Allen was laying in her bed, just waiting for sleep to claim her. She grabbed her phone in the wait, her mind going to, who else, Peni Parker. Her fingers hovered lightly against that funny spider-shaped app, before deciding not to send her a message.

“She must be out there…” Liz mumbled. “Working.” A quiet laugh escaped her lips at that, but she couldn’t find a better word to describe it. She wanted to tell her something, of course; even a simple ‘good luck’ would have been enough, just to feel a little, flimsy connection with her friend, but she scoffed at that.

“I’ll tell her in person. Yes…” She smiled with a renewed determination in her heart. “We’ll see each other again.”

She then decided there was another person she was really missing, but at least he was easier to reach. At least, in theory.

“Hey, dad…” She started composing a message, mumbling along as she thought every word. “I can’t wait to see you again tomorrow. I missed you…I missed you a lot.”

****

The duo was getting used to their powers, practicing and enjoying a large number of acrobatic tricks until Peni Parker heard the buzzing of her communicator in her head, followed by the soothing voice of Uncle Ben. It was good, she thought; maybe someone else had taken a photo of her, and she didn’t want to overdo it.

“Peni? We have a situation.”

“What is it?” The girl said as she swiftly snapped a strand of web and jumped on a side of a building, her hands and feet sticking to the concrete surface with ease. She looked behind her to take a look at the thin strands of protoplasm she had left all over the city.

It was good that the doctor told her that, separated from her own biomass, they’d dissipate in an hour or so. Also, she realized she had reached the dock district. There was the stinging smell of salt stinging up her nostrils, and the soothing crackling of the undertow caressing the few ships docked that late at night.

“Near your position, there’s an Oscorp warehouse that is currently under attack.”

“Is that so?” Peni asked, her body moving on her own as she swung on her webs, adjusting her aim to extricate herself among the lower buildings.

”The Vulture Gang, Peni.” Norman’s voice interjected. “Sorry to startle you, I’m supervising your relatives’ work.”

“We’re doing great, thank you, Norman.” May jabbed in, not without hiding some barely restrained irritation in her voice. “But she’ll need as much info as she can.”

“I think I’ve heard that name on the news.”

She enhanced her vision, allowing her to take a better look at the winged figures buzzing in and out of the aforementioned warehouse. It was a fairly small, isolated block of concrete placed in a forgotten corner of the district. Nothing about it would’ve caught anyone’s attention unless a very specific gang of enhanced criminals would know what to get from there.

The Vulture Gang was really holding on to their namesake, she noticed. She could see a swarm of drones with jet black paint, shaped like birds, with jagged metal wings sticking at their sides and a sharp beak at the front. Their engines let out a low hum as they circled around the building in and out of the windows.

“Petty thieves with unauthorized enhancements. Been assaulting our… Oscorp’s properties.” Ben corrected himself. “Stealing tech and hurting and killing employers.”

She narrowed her eyes, a deep sense of anger rising up in her chest. “So, bad guys?”

“Bad enough. The thing is, we’d need you for a recon mission.”

“I have to check on them? How many there are, if they’re armed, something like that?”

“We’ll send the Pack to retrieve the stolen goods and contact S.H.I.E.L.D. if necessary. Do not attack them, Peni,” Ben sternly admonished. “Take a quick look at them and then come back. Do not engage them. This is just your first mission.”

The rush of adrenaline from her first fight was still racing through her veins.

She wasn’t proud of having hurt those men, but this was different. All she could see were machines. Piloted by killers, just as the news said. She hoped their deserving mugs were close...

“Guys? Where did they get those things?” She ignored her uncle’s warning as her mind was already planning out an attack. She studied their routes, waiting to pounce on them like, in an ironic twist, a bird of prey. She slowly swung from building to building, making her metallic appendages as quiet as possible, hiding in every dark corner she could find still untouched by the shimmering neons.

“We think it’s stolen Oscorp Tech, repurposed for the occasion. We’ve been suffering from thefts, perhaps due to a leak in our security network. We think someone else is financing them, though.”

She lost interest in the explanation as her attention was completely focused on a person running out of the warehouse. He was dressed in a blue uniform and was wielding an assault rifle. He screamed at the top of his lungs and fired on one of the drones. The bullets bounced off its chassis and the drones started buzzing menacingly towards the shaking guard. He tried to hastily reload, but the cartridge slipped out of his hands and the drone started charging at him with its razor-sharp beak.

She couldn’t abide that.

Peni shot a strand of web to a drone’s side, and pulled it hard, slamming it on the ground. The drone shattered into a million pieces to the astonished eyes of the guard.

“Run!” Peni screamed and the man complied as fast as his legs allowed him.

The swarm turned menacingly towards Peni and their sensors turned red. Machine guns popped out from beneath their wings and her Spider-Sense roared, very clear images of blazing bullets flashing before her eyes.

“Crud…” Sp//dr leaped out of the way helped by her webs and vaulted over a holographic sign, hoping to be shielded by the barrage of bullets.

“They’re getting away, Peni. Let them.” May said, her voice trembling, one step away from pleading for her to come back to her senses.

“I can do this! I can do this!” Peni muttered to herself as she crawled with blinding speed on the metal square. A rush of adrenaline followed and she kicked at the sign with all her strength, unhinging from its supports. It fell on the rushing drones, squashing a good deal of them. Before she could celebrate her victory, a van burst through the warehouse doors and rushed to the streets, accompanied by a few drones still floating at its side.

“Peni? Listen to me.” Octavius barged in from the communicator. “You are still not combat-ready. If you won’t trust your loving family, trust the person who built most of that suit! Do not engage them! We cannot lose you now! We cannot lose Sp//dr!”

Peni aimed at the truck while mid-jump, her perception having grown so fast that the world looked like a gallery of statues. She stuck out her pinky finger and her index, ready to shoot her web with a simple pressure at the center of her palm. A small gesture, almost a formality for something activated by her thoughts… Almost too easy.

Was she already following in her father’s footsteps? Would he have retreated in his first mission?

“I can take them,” Peni said to herself as she shot a thick strand of web and attached herself to one of the drones, instantly pulled towards the swarm.

“Peni, what are you doing?!” Ben yelled. “This is too dangerous! You have to come back.”

“Come back here immediately, missy!” May was roaring in the communicator. “It’s too soon! You don’t know what they’re capable of!”

“I can take them! I can stop them now! I can take them! You have to trust me!”

Peni, it would be better if we retreated. We don’t know what they could—

“We can take them! We are Sp//dr!”

A drone came rushing at her and sliced her web with its beak. She quickly shot another strand to attach herself to the truck’s side and hit the drone’s front using her other hand, sending the now blinded machine to crash on a lamppost. “Like my father before me!”

Her Spider-Sense warned her of the drones ready to unleash a hail of bullets, but she aimed true with her web, blocking their muzzles before they could fire another round. She jumped in the air before another drone could impale her from behind and punched through its chassis, instantly disabling it. The broken wreck fell on the ground and exploded as the truck gained speed.

She took one glance down at the driver’s seat, only to realize there was no driver. “Another drone?”

Possible.

“Well, we can disable them.” She shot her web towards the windshield and was ready to pull it out of its windshield, until her Spider-Sense started screaming, hard enough to cause a biting pain at the back of her head. “What? What’s happe —”

Before she could finish that sentence, she was tackled by a large shadowy figure and sent flying off at top speed away from the truck with stolen goods. Clawed hands were gripping at her neck as she could see her helmeted face being reflected in a jet black visor.

“Meddlesome kid…” The dark figure said in a gravelly voice, raising a clawed hand, ready to swipe at her face.

Something hit her at blinding speed and she found herself crashing through a window and rolling on the floor like a sack of potatoes. Her entire body was wracked with pain. She was lucky the glass shards were embedded in her protoplasm and not, thankfully, in her skin.

“That wasn’t…” She coughed, trying to focus and get back on her feet. “...Wasn’t very nice.” She tried to take a breath, but her chest was felt as if someone had just punched right through it. Peni pulled herself up, ignoring her arms and legs pulsating with pain, only to see a dark shadow looming outside the broken window. He was clad in black armor and his gauntlets had blades on his fingers. His face was hidden by a jet black visor shaped like a beak, shiny enough to reflect his surroundings. He was flying in the air with a pair of huge, intimidating metal wings powered by a pair of roaring turbines embedded in them. His appendages sported a row of sharp blades, glistening in the night sky and he was all too ready to draw blood.

“And you are?” He growled with barely restrained contempt. Peni could only see his mouth moving, but there was a coldness in his simplest gestures.

“Sp//dr,” She answered, looking right through his visor. She clenched her fist, ready for him to make the first move.

“Vulture.” The man said with just the slightest nod of his helmet.

“Oh, like the gang. Clever.” Peni studied the environment, realizing that the only exit was occupied by her foe’s impressive wingspan.

“ My gang. You’re in the way.” The Vulture’s voice was now eerily calm, not even his body language betraying anything.

“Funny, I was about to say the same thing,” Peni said.

“Peni, don’t engage him,” Ben said. “He’s dangerous. You have to run.”

“You think you’re funny.”

“Am I? I’m doing my best.”

“I’m counting to five.” The Vulture clenched his fists and a rifle popped out from each of his wrists.

She narrowed her eyes, readying a webshot. “I’m counting to one.”

The Vulture hovered forward, slowly raising his arms to point them right at Peni’s head. “One —”

Before he could react, she shot a strand of web right at the Vulture’s face.

“Bastard!” The criminal screamed as he tried to rip the webbing off his face. Peni shot another goop of web at his chest and pulled herself towards him, landing a kick to the front of his helmet. His armor must’ve been sturdier than it looked or Peni pulled her kick much more than necessary, but the man only let out a grunt of pain and retaliated. He started flying, bringing the unfortunate spider-person with him, fingers of steel clenched around her neck.

“Let’s see how you like it now!” The Vulture tried to throw Peni from up high once again, but the girl fired two thin ropes of web at his chest and pulled herself towards him once again. She vaulted over his head and landed on his back, and started pummeling him, hoping to take him down fast.

“Graaaah!” She screamed as she tried to at least damage his flying apparatus. His wings looked even sturdier than his armor and she tried to control her strength lest she would break his back. Even if the man was dangerous, she didn’t want him to suffer like the men from The Pack. Never again.

“Huge mistake.” His clawed hand reached behind his head and grabbed Peni by her throat, and then slammed her on the side of a building.

She spat out some blood that flooded the inside of her mask and ignored the pain radiating from her back, summoning up her strength to lunge at the armored crook again.

This time, she socked the thug in the face and kept wailing on him as he started to lose altitude. She could see his flight pack sputtering and vomiting black smoke. The Vulture screamed, holding his head as she spun around, seconds away from plummeting to the ground. She swung on a web, ready to strike from his side, and prepared to look at his stunned face as she knocked him down once and for all.

As she got close to him and raised one fist, ready to connect with his face, her blood froze up as she was met with pure hatred erupting from his half-broken mask, as she looked straight in his enraged ice-blue eye.

Her Spider-Sense stung harder than ever as he gritted his bloodied teeth and a flash of steel followed, followed by something cold and metallic carving through her chest.

At first, she didn’t feel any pain, until she saw her chest exploding into tiny wriggling tendrils and felt something warm spurting from her chest. The Vulture laughed as he waved his blood-stained wings at her before kicking her square in the stomach, sending her crashing against the side of a building and plummeting to the ground, her tiny frame making a dull sound.

“Peni!” May desperately yelled from the headquarters. “Come back! For the love of God come—”

Her aunt’s voice died down in her ears as she saw the protoplasm near her chest melt in a small river, carrying the wounded Sp//dr with it. She touched the spot with her hand, protoplasm still slowly dripping in small spurts, only to find her palm drenched with blood. She crawled on the ground, moaning in pain, as blood spurted from her wounds. Her chest felt like it was wreathed in flames and her entire body was swelled up from the pain, her bones creaking as she tried to move

“No, no, no, no…” She gritted her teeth, trying not to faint from the sheer agony pulsating from her wounds. “Sp...Sp//dr…”

She reached for her friend and gently cupped him with one hand as he swum in a puddle of her blood trickling out from her fingers, half of his legs sliced clean. The arachnid was weakly shrieking in pain, wriggling his remaining legs in the air as he begged for help.

“Oh, no, Sp//dr...I’m sorry.” She sobbed, trying to shield her friend near her chest.

The Vulture slowly landed next to the two, his wings humming silently and still dripping with her blood.

Peni tried to quickly jump up and defend her friend, but the thug quickly kicked her right in the face. She rolled on the ground, still trying to shield her wounded companion with her body until she felt cold, bladed fingers clutching her sides. “That was for making me waste time.” He then picked her up from the ground and hoisted her over his back. She didn’t even try to fight back or close her wounds as she had both of her hands around the mechanical being, crying in pain from inside her mind. Peni steeled herself and bit her lip, preparing for more pain on her way.

“And this is for the kick.” He then tossed her over a flight of stairs down in a subway entrance.

As she rolled down the steps, Peni could feel every piece of her armor slink away from her body, each stone hitting her at full force and a few bones shattering as she fell towards the end of the stairs, a bloodied and broken mess. She opened her hands, full of cuts and bruises to see that Sp//dr was still alive, albeit barely. His remaining legs were still twitching and she smiled through bloodied teeth.

“We’re ok, buddy…” She tried to look at him, but one eye was completely swollen over. She closed them both once again and brought Sp//dr to her chest, trying to share some of her warmth to keep him alive.

“All clear,” The Vulture said as he flew away. “Don’t worry, Phinn. Just a nuisance. We are finished here. Send a few more drones, just in case she gets an idea.”

For once, Peni obeyed and didn’t run to catch him once again. Her legs felt like they’d been snapped like a couple of twigs. She tried to move, but both of her arms were covered in gashes and it felt like blades in her chest from the mere act of breathing.

“I’m sorry, guys…” She cried, thinking about Ben and May, probably still trying to contact her. She touched her face to find her tears mixed with blood. “I’m sorry, Sp//dr…” she said as she took one more look at her friend, his life slowly fading away. “I’m sorry mom...And dad…”

With the last of her strength, she huddled herself against a wall and closed her eyes, hoping to get some sleep. A good night of sleep… Maybe more… Maybe forever...

Until she saw the ghost once again towering over her.

She looked at the imposing figure in awe until he bent down on his knees.

The blue-colored apparition was holding his side and Peni’s blood froze as she saw he was hiding a wound. His mask pulled itself apart to reveal the gentle, yet pained face of Richard Parker.

“D-Dad?”

She lifted one hand, hoping to reach for his face. Even if he was just a projection, it was real enough to her. She was searching for comfort even in cold, unresponsive tech. She tried to brush away at his non-existent brown locks, only for her hand to phase through them. She searched for that warmth she had lost a long time ago only to feel only the cold air on her fingers.

It was enough, she thought. It was enough, even if it was an unresponsive image. She looked at his wound once again and she gulped, realizing that maybe that was the fatal moment for him, too… Maybe she would find out the truth of what happened in the end… Maybe father and daughter would be joined in that solemn moment.

It was a bittersweet feeling, but Peni realized that she had to make do with it.

That was until the ghost looked at her right in the eyes.

“Peni?” Richard Parker said and, for the first time since the visions started, his eyes had that same spark as a human being. “Is that you?”

****

Next up on Sp//dr: An Ultimate Marvel AU

The sun will set on me and rise for you...

Chapter 4: The sun will set for me and rise for you...

Chapter Text

Peni Parker looked at her father’s ghost and even as she lay dying in an old subway, she had never felt so alive.

“Peni? Peni, is that really you?” Richard turned around, still nursing his wounded side. “Where are we?”

“Dad? How is that possible? Unless…” She looked at the tattered remains of protoplasm on her body, then looked at her father’s armor, still pristine, wound notwithstanding. The costume had a bulkier contour, with a pair of spiked shoulder guards and knee pads, shaped more like army combat armor than the sleek, aerodynamic design her suit had taken. Peni’s outfit was designed to maneuver swiftly in the air and focus on hit-and-run tactics. Richard’s suit was like a tank.

“You got so big, look at you!” The man laughed with mirth and tried to hold his daughter, only for his hands to phase through her. “Oh, that is curious…”

Peni didn’t even notice as her gaze was fixated on her father’s gentle face, her eyes swollen with tears. Despite his unhealthy pallor, she couldn’t help but try and memorize every detail of him. “Now I know you’re joking; I’m so small.”

“Where… Where are we?” The ghost looked around, opening and clenching his ethereal hand. “Feels familiar.”

“New York. I—In the subway.”

“Y… You’re wounded,” he said, immediately rushing towards the girl on his knees. “How? And you’re wearing the suit… Could it be?”

“Dad, things have happened since you were away. I mean…”

The man looked glumly at the floor and sighed. “I died, right?”

Peni solemnly nodded, her hand reaching for his wrist only to grasp the empty air.

“And...What about Maeko?” He whimpered, the specter of a tear rolling down his cheek.

“She wasn’t… She was never found, but she was presumed dead, as well. Did you two… work together?”

“Yeah. She was my handler. A genius in her own right. Much better than me at recognizing a stupid decision. Which was, you know, all the time.” The ghost chuckled.

Peni let out a weak giggle as well, finally feeling a glimmer of that warmth she could only see in a cold recording of many years past. “I got Ben and May with me. They did tell me to retreat…” She winced in pain. “I miss you, dad… Every day.” She gasped, still trying to hold herself together. Warm blood was still pouring on her palms as the pain from the wounds shifted around in her body. “I messed up, too, but at least I’m glad it’s you… With me…”

“I barely know what is happening. I didn’t know that you had taken my place. That you were even compatible. You’re so young. Too young.” Richard sighed. “How old are you?”

“Fifteen, Dad. I’ll be sixteen this August.” Peni mustered a weak smile, wondering if she’d ever get there.

“Fifteen… Fifteen… “ Richard repeated. “I have a fifteen years old daughter… And you’ve taken my place…”

“I had to do it, Dad. I had to do it, because of you. There had to be a Spider.”

He co*cked his head, a subtle horror spreading to his face. “But were you ok with that?”

“I wish I did a little better…” Peni let out a bitter laugh, as her mouth started tasting like blood. “I wanted this. I jumped at it. I thought it was the only way my existence mattered. And your existence. And mom's. It couldn't be all in vain.”

“Oh, Peni…” He tried to squeeze her wrist gently to comfort her but stopped once his fingers halfway went through her skin.

“Liz told me I was going over my head…” She sighed, resting her spinning head against the wall.

"Liz?"

"My best friend in the entire world. Oh, God… If something happens to me what will she do? I can't… I can't leave her dad…" The pain started spreading to her back, her arms feeling numb.

“I wish that I’d been around a little more, just to show you the ropes.” He punched the wall in an impotent rage once he realized he could only go through it.

“But… You’re here, though… You’re really here.” Peni looked at the still in agony Sp//dr laying in her cupped hand.

“I don’t really feel dead, even if this still hurts…” He grimaced, still nursing his ghostly wound. “He got me really good if I felt it after my own death…”

She then realized that the mechanical being’s eyes were glowing in that same pale blue light her father’s image was enveloped into. “Sp//dr! It must be Sp//dr!”

“It could be that Sp//dr’s archives hold a copy of the previous host's thoughts. Its data bank must have been preserved after they cloned it,” Richard said. “But… I can think. I feel like me. I have my memories up until that moment. All of them. Sure, that’s what a digital copy would say…”

“They said that… They said that the interface has been powered up by N-Zone’s radiation. I don't know how they got their hands on it, but here we are. Maybe that’s how it’s possible. I read that it can stabilize quantum superimpositions. Perhaps, that’s how it is… A bridge between two time periods…”

“N-zone? Reed Richards was right?! Reed Richards was right!” He laughed out loud, tightly holding his wound. “My God, he did manage to find a door to another dimension! Good for him. I knew he would. I must’ve missed so much.”

“You knew Doctor Richards?”

“I worked with him once. He was a good man. We once were in the same Think Tank. S.H.I.E.L.D.’s orders.”

“Whoa! But why did you and mom… Leave? Were you allowed to?”

The ghost looked down as if he was ashamed of something. “I… I don’t remember much of it… I knew we had a mission. We had to go to Oscorp. There was something shady going on. But it wasn’t clear. There’s a missing piece." Richard pointed at the side of his head. "Everything is slipping away… Like I’m in a fog or something.” He looked at his hand which was now fading slowly. “Oh, no.”

“No, no, no, no, don’t worry, dad.” Peni scurried forward, trying to hold her father’s hand in one piece, before passing through it with her own fingers. “You don’t have to answer it yet.”

“Tell me something… Tell me about what happened since I was gone… What about Richards? Does he work for Oscorp, too?”

“He’s a superhero now, you know? Reed Richards of the Fantastic Four. He's got a whole team of superheroes! Calls himself Mr. Fantastic.”

“A superhero like you.” He flashed a proud smile. “Didn’t expect to have it in him, but then again…” He gestured at himself.

“Oh, dad, I just started.” Peni tried not to blush. "And I don't have a stellar record…"

“Everyone has to start from somewhere.” He shrugged. “Should’ve seen me on my first night. I had no idea how to move and VEN#m hated me. He was whispering in my head that I was doing a terrible job and wanted to eat me.” He blinked. “Hope he wasn’t being literal.”

Peni tilted her head. “VEN#m?”

“Yeah, that’s the name of the previous model. I thought it sounded cool.”

“It is cool.”

Richard tried to hide a faint smile, clearly appreciating his daughter’s enthusiasm. “Maeko picked it up.”

“She was cool, too.” Peni’s enthusiasm quickly quelled when a sad realization went through her mind. “Was she there when it happened?”

“No. Whoever it was killed the commlink. They knew what they were doing. She worked in a different position. Not even I knew where. In case I got captured."

Peni lifted her hands, taking a look at the wound. Fresh blood was still spurting from the cut, mixed with the remaining protoplasm still attached to her body. “Did yours have a blade, too?”

“Yup.” He nodded. “Some kind of recurve knife.”

“Mine had wings. Razor-sharp. Ugly mask. Dressed as a bird. What do you remember of yours?”

“Tall, pale, and creepy. Had a red diamond on his forehead. That’s all I could see of him. Very skilled with knives and traps.”

“Traps?” she raised an eyebrow.

“Yeah. Adamantium wires. Sonic bombs. The whole deal. Looked like he wanted to hunt me or something…”

“Well…” She pouted, weakly punching the air imagining it to be a deserving mug. “If I find him I’ll kick his ass.”

“Language, missy.”

Peni giggled weakly, happy in even being scolded. “Sorry, dad.”

“I can’t help but notice your wounds are still a problem,” Richard said.

“Crud…” Peni said as her head started spinning, the pain from her wounds intensifying. “Is there a way?”

Full reboot of the system... Sp//dr managed to croak out. It will create a regenerative cocoon...Pure protoplasm to restore your body...Like a full reset.

“Reset? Will you remember me after this…?”

This personality imprint’s backup exists in your mind. I will be able to exist alongside you after the reset.

Peni let out a sigh of relief, wiping away a few tears with her wrist.

But not the previous host data. Or future hosts. It starts and stops with you.

Peni looked up, gazing into her father’s translucent eyes. A grim realization spread to his face, and the ghost closed his eyes and nodded, solemnly. Accepting what was to come. Peni opened her mouth, but no words came out, but a sad, high-pitched howl of disbelief. “It’s the only way.”

“No. No, no, no, no, no… You can’t…” She tried to touch her father’s face, but her fingers only passed through his cheek. “I just found you again. You can’t die.” She sobbed loudly, streams of tears and snot plastered on her face. “You can’t… You can't be dead!”

“I am dead, Peni. But you have to live.”

“We can find a way! We can… Gaaah!” She grimaced in pain as she tried to scuttle forward and hug her father one last time, only for the wound to sting harder than before, reminding her of her dwindling time.

“It’s not right! It’s not fair!” she cried out, punching on the ground and leaving a small handprint in the concrete. “I only have a few movies of you and mom. Only a few memories in my head.” She pointed at the side of her head with a bloodied finger. “I miss you… I miss you both. I did all of this just to feel close to you…”

I can’t do this without your authorization, Peni.

Peni pushed her hand against her mouth to suffocate her sobs. “I just wish we had a little more time.”

“Be proud, baby girl. Don’t be afraid, and do better than me.” He tried to caress her cheek, his fingers keeping themselves at a distance lest they passed through.

“Daddy… That’s all I’ll have of you,” she sobbed. “I can’t. I can’t delete it… I can’t reboot it…”

“You have to do this. Because, even if I’m gone, you will remain. You are my greatest work. You have a place on this earth. It’s your turn to live, Peni. Live and do great things.”

A stream of tears riled up above her cheeks and dripped over the girl’s chest. She lunged forward, trying to hug the image of her father, but once again, to no avail. His hand was raised briefly and hovered next to her cheek as if trying to caress it.

“I wish I could do more… I did this just to feel closer to you. To be like you… There had to be someone like you.”

“But did you want this? You’ll become much more than me. Live . Live as Peni Parker would. You don’t have to follow no one else, but you.”

With that, Sp//dr skittered on her chest, summoning what little strength he had, and curled himself into a little ball. A quiet screech started in the back of her head as she felt her friend writhing, protoplasm enveloping him into a small, glowing ball“ ...Goodbye, dad…”

“And one last thing before I go… Search for the Arachne protocol.”

“I will…” She sniffled, then coarsely wiped her face with her wrist. “And I like the name, too. I’ll find it. I’ll find that man! I’ll protect the city and make you proud!”

The ghost smiled, beaming with heart-shattering pride. “You already have…”

She tried to encircle his shoulders with her tiny arm and she leaned forward, stopping her forehead one millimeter away from his own. She knew she couldn’t touch him anymore, but there and then, that was all she had. “Sp//dr… Restore… Protocol...”

The apparition slowly faded out of sight as the eyes of the mechanical spider turned from blue to red. Richard Parker was sporting a gentle smile all the time, accepting of his fate. He didn’t make a sound, not even when a fading silhouette was all that remained of him; not even when the slight warmth of his specter left to make space for a cold empty void. Peni wanted to keep at least some dignity, steeling herself and accepting his loss with stoicism and strength, but instead cried the whole time, hard, without wanting to stop, until there was nothing left.

That night, that moment—she wanted to be a frightened little girl missing her mom and dad in the cold of night. Just to have one last time to be Peni Parker and finally cry for what she had just lost.

Not just that night, but ever since the first time she donned the mantle of her father.

She closed her eyes the moment her father was gone, and the protoplasm left on her body whirred with life.

The red goo grew and hissed, enveloping her in a cocoon that soon swallowed her up in a dark, dreamless sleep. She clenched her fist before it was swallowed up by the writhing mass and started to hold her breath, preparing her body for the full brunt of the procedure. Her face was the last thing to be enveloped by it, smothering her tears. She knew her body wouldn’t be the only thing to be repaired; A new person would’ve had to step forward and finish her fight.

The searing pain in her chest was now a distant memory as the bleeding had stopped by the protoplasm filling her wounds, turning itself into new skin and blood. Her broken bones were sealed together again one by one. Her cuts and bruises were closed and reabsorbed, knitted back together by threads of protoplasm.

After a while, her mind woke up from the dreamless sleep, and she saw a faint light in the distance as the cocoon started thinning out. She moved her hands towards it, grasping at a pulsating curtain which she tore up with a quick thrust of her clenched fist. She moved her way forward, ripping apart the walls of the cocoon with renewed strength, her body already clad in full armor. Her joints were a little stiff, and her whole body felt sticky with good, but it mattered not. The Spider had returned.

Her helmet's communication implants came back online, and she was greeted by the worried voice of Aunt May from the other side as she examined her armored form with renewed clarity. “Peni? She’s online! She’s back online! How are you? Are you ok? What happened?”

“I messed up. He got away,” Peni said as she quickly took the stairs up, never wanting to see that derelict place ever again. Her joints felt stronger than before, her armor much more adherent to her body, and sturdier too. She closed her eyes and took a deep breath before being flooded with pieces of information once again. She turned time to look at the already decaying cocoon and a spot of dried-up blood on the floor.

“It’s ok. What matters is that you're ok… ”May said in muffled sobs. “I’m sorry, baby girl. I’m sorry this had to happen…”

“It’s ok,” Peni whispered as she shot a strand of web up to a nearby building and started swinging away, her body even lighter than before. She wasn’t really ok, but that will have to do. More than anything else, she wanted to console May, hold her tight, and thank her for what she and Ben were doing

“Wait? Where are you going?” Ben interjected. “Peni, come back. We have to take care of your wounds.”

“They’re gone. I’m fine. I know where he went.” She spoke coldly, almost mechanically. She still needed some time to process what had happened, so she focused on the mission. That’s all she had to do. Anything more would’ve overwhelmed her, and she didn’t need that right then.

The time of tears was done that night.

“Wait, you want to chase him?” Sp//dr said from the back of her mind, without hiding just a hint of worry.

She saw one of the drones from the Vulture’s swarm slowly buzzing its way around, smoothly dodging a few lamp posts before one of them had its red mechanical eye fixated on her. She wasn’t sure how much time had passed for her wounds to heal, but she reasoned the Vulture wanted to be sure she was neutralized, keeping those things in the perimeter. The drone started to menacingly growl and rushed towards her, its steel beak glistening in the moonlight.

“And he just told me how.” She said to herself.

She leaped over the drone and landed on its back, punching through the metal shell with a swift blow, careful enough to just go through its armor.

The tendrils from her suit started interfacing with the drone’s circuits and so on, all of its secrets were hers: A map of the city appeared before her eyes, and she saw a swarm of red dots surrounding a small warehouse in the dock area...

****

Blake Drago had always been a professional. He never questioned orders when on the job. Sure, maybe gave a few suggestions if a line of conduct was unwise, but never spoke out of order. Sometimes, a man had to make some exceptions. “This is bullsh*t, Ade.”

“Say my name a little more, won’t you?” Adrian growled. “Who knows who’s listening?!”

“Sorry.”

Adrian took out the syringe that Phineas had given them and approached the back of the truck they had very brazenly stolen. The two had taken some refuge in an abandoned warehouse a few miles away, protected by a swarm of drones.

He didn’t understand the technicalities, but Phinn had told them they’d be completely off the Oscorp grid as long as the drones were completely active. The district was mostly abandoned, for which he had to thank Major Fisk’s construction policies: Most of them condemned, none of them demolished soon enough.

“Did you take care of the costumed freak?” Blake asked.

“Yeah, she’s dead. And if she isn’t, I sent a few drones to take care of her.”

“Did you learn the name?”

“Why bother? There’s a new one every day.”

“At least wasn’t an Avenger. We don’t want them on our backs.”

Adrian laughed. “Trust me. That one wasn’t Avengers material.”

He opened the cargo doors with Blake standing next to him. Inside of it was a solid metal rounded arch, labeled with red lines and circuits all over the frame.

“The hell is that?” Blake said, pointing at the artifact.

“Oscorp’s little darling.” He gave a little pat with his gloved hand on the device. “It was based on Richards’ little portal for another dimension, but with a twist.”

“Put it in Layman’s terms.”

“Let me inject the stuff; you’ll see by yourself.”

Adrian did so, opening a small port on the arch’s side and jamming the syringe into it. Its content writhed and shrieked as it entered the device, which activated nearly instantly. Pure energy coursed through the metal arch, coalescing into a sphere at the center of it. The sphere hummed and then shrieked, releasing sparks all over the place. Blake braced himself for hurt only to realize the lightning passed harmlessly through his body.

“Check outside.” Adrian let out a sinister chuckle, muffled by his mask.

Blake splayed his wings and hovered slightly above the ground, looking out the window.

Every light on the sector started going out, one by one. Lamp posts, cars, holographic billboards, and the like. The lights of the city were soon replaced by a dark void, sticking out like a black hole in the night sky, even spreading out beyond the dock area, to a nearby city block.

Soon, the whole area was a sanctuary of the immaculate night as the rest of the city went on with its daily life. Surprisingly, the reprogrammed drones were still operational, harmlessly buzzing around and untouched by the device. Blake splayed his mechanical wings, and to his amazement, those were still operational.

“We decide what works and what doesn’t in this city,” Adrian said before he let out a low, cruel chuckle. “Impressed yet?”

Drago had to admit it. It was an impressive little trick. “Neat.”

***

Peni Parker and Sp//dr were swinging past the buildings of New York once again. Peni felt faster than ever, her webs as taut as steel, her mindset on her goal: Stopping the Vulture. Everything else would’ve come second.

“...And you’re telling me that you met the previous host’s… projection?” Octavius asked without hiding a hint of her usual amusem*nt in her voice.

“Yup. Was that in the original project?” she asked coldly.

“Part of it. There was an unfinished hivemind link somewhere in there.” Octavius sighed. “Oh, Richard. What a mind. What a waste. Maybe we can restore it somehow...”

“Hivemind?” Peni asked as she shot her web on a flagpole, and vaulted right off it before landing on a wall.

“We intended this for mass production. It’s a means to link all the hosts together and share their knowledge, tactics, and… Gah!” Peni heard the doctor being shoved out of the way, only to immediately hear May again.

“Peni? Are you sure you can keep this up? You were injured pretty bad!”

“I’m fine now.” Peni crawled up onto a building and perched on the roof. She nursed her chest, noticing that the biting pain from her wound was now gone. She wondered if it would leave a scar, but that would have meant she’d have to punch the Vulture harder for it. Then, she would’ve felt really good.

The reprogrammed Vulture drone buzzed as it followed her around, meek as a lamb. It turned towards her and nodded weakly, its red eye weakly beeping as it waited for orders.

“Sp//dr? Can you keep this up?

I can keep up with you, Peni. I’m not going anywhere after all.”

“I love this little guy.” She chuckled weakly, her chest still aching even from simple gestures like that.

“We’d have to check out his databases,” Ben said. “You know, in case some part of him is still here…” The man sighed, his voice trembled slightly, and quickly cut the communication to hide it.

Something clutched Peni’s chest. She realized she wasn’t the only one that night to have lost something irreplaceable. A chance that happened once in a lifetime, and now was gone, dissolved into cosmic dust. “I really hope so, Uncle Ben…” she said. “I’m sorry I messed up. I should’ve been more careful. Maybe—”

“What matters is that you’re alive,” Ben interjected. “I just can’t wait to hold you again after this is over.”

“Jeez, don’t embarrass me in front of the team.” Peni chuckled. She extended some tendrils from her suit and interfaced with the same drone. The thing let out a loud beep and projected a holographic map of the city, a red dot pointing to a nearby warehouse. Soon, red dots were all over the map. “More signals. Other drones.”

“Don’t underestimate him this time, Peni,” Norman Osborn’s icy voice came from the communicator. “We cannot afford to lose you now.”

“I have a plan, sir.”

A police helicopter was flying by, searching for the streets with a spotlight. Peni quickly skittered behind a fire escape to avoid being seen. She figured that the authorities asking for explanations for a protoplasm-clad teenager swinging around on webs would’ve been too taxing in an already long evening.

Osborn clicked his tongue. “I’ll keep Sablinova ready. In case you need backup.”

“Tell her I said hi.”

As she prepared to launch another strand of web once the helicopter was out of sight, Peni saw a couple of lights going off in the distance. At first, she didn’t think much of it, until she saw an entire story going dark, followed by an entire building, and then another one, until the entire city block Peni Parker and Sp//dr were now surveilling was drowned in darkness.

“Crud!” she exclaimed as she saw a car dangerously swerving on the road before losing control and inches away from crashing on a wall. Something clicked in Peni’s head, and she leaped down towards the road, shooting thick strands of web at the car to stop it on its tracks. She dug her heels into the concrete, furrowing in it until the car finally stopped. Her arms felt like they nearly popped off from her shoulders, but at least the people were safe.

She took a moment to catch her breath and then ran towards the car to check on the people in it. She looked through the window to see a traumatized woman in her ’30s with long blonde hair and smeared mascara from crying. She was breathing heavily while staring in front of herself, her hands clutching the driving wheel. There was a crying baby in the backseat, sitting on a baby seat.

“Everything okay there?” Peni asked, knocking at the window.

The woman screamed and instinctively slammed on the gas pedal trying to get away, only for the car to make a sad creaking noise without moving.

Peni shrugged a little hurt by that display. “Well, you’re welcome, lady.”

The woman carefully got out of the car, her hand trembling as she opened the door. “Are you… What are you?” She tilted her head, her blue eyes sharply checking her rescuer’s weird mise. “A mutant?”

“Nope.” Peni shook her head. “It’s complicated.”

“Oh, thank God.” The woman chuckled nervously as she noticed Peni’s tilted head and scowling eyes on her armor. “I mean, not that there’s anything wrong with that. Very expressive armor, too.”

“What happened here?”

“My car died. My phone died. The lights died. But we didn’t die,” She swiftly turned to check on her baby on the backseat, tearing up a little for the sheer relief of seeing them alive. “Thank you…” The woman sprung forward and hugged Peni tight, nearly lifting the girl off her feet.

“It’s my job. Mostly.” She weakly patted the woman’s back until she let her go and immediately grabbed her baby from the back seat. She held them in her arms until they stopped crying, cooing gently, cooing gently all the way until they drifted to sleep.

Meanwhile, Peni crawled on top of the car and opened the hood.

“You’re also a mechanic?” the woman asked, approaching the open hood, and taking a quick glance inside it, before giving up as she wretched a little once she saw Peni’s tendrils coming from her suit.

“I dabble.” As she looked at the engine, she noticed there wasn’t anything wrong with its structural integrity. “Doc?”

“There doesn't seem to be anything wrong with that car,” Octavius said, as she sent to the interface an image of that model. “It’s just turned off, and there's no way to turn it back on. Fascinating.”

“You mentioned your phone. Mind if I take a look?” Peni asked.

“Sure, but I don’t see why—Hey!” Peni snatched the phone from the woman’s hand with a strand of web.

“Sorry. Need to check fast.” As expected, the battery was completely dead. She opened it to check on it, but there wasn’t anything wrong with it. Just a simple phone battery with no power in it. “Same here.”

“It’s like a blackout, but it affected everything.” The woman said, looking around, and squinting her eyes. “Except you, but I guess robots are immune or something.”

“I’m not a robot, lady!” Peni spat, a hand of indignation over her chest. She was acyborg; it was an important distinction. “What makes you think I’m a robot?”

“Oh, sorry. It’s just your outfit. Not that there’s anything wrong with that, either! I’m very open to robots, aliens, and mutants. It’s all good. There’s a robot in the Avengers.”

“I don’t think Iron Man is a robot.”

“But I read that on the internet and—”

Peni sighed in sheer frustration, hanging her head over her chest. She resisted the temptation to smack her own face with her palm; she didn’t want to break her new helmet, after all. “Do you need a ride home?”

“No, I live close enough. It’s dark, but we can manage. Right?” She cooed and playfully poked her baby’s nose. “We’re going back to dad, right?” The baby giggled, and a smile slipped beneath Peni’s mask.

“Yeah…” She sighed. “Go back to your dad.” A faint smile appeared beneath her mask, with a small, warm tear about to cross it. “While you still can…”

Peni...Your heart rate is accelerating. There is a slight tremor in your hands... Sp//dr said. Is this what being sad feels like?

“Yup.” Peni nodded quietly, unseen by the woman.

I don’t want this to ever happen to you again.

Before Peni could fully process that thought, she felt the roaring of engines coming from upwards, the back of her neck lightly stinging as yet another building was plunged into darkness. “Uh oh.” She turned towards the source of that feeling to see that very same police helicopter losing altitude, and close to plummet on the ground. All the buildings around it were going dark, with one more city block soon completely without power.

“They must be close!”

“I think you should handle that!” The woman said as she started picking up her pace on her way home. “Good luck!”

“Thanks! Stay safe!” Sp//dr and Peni leaped upwards, carrying their weight skillfully with precise shots of webs to follow as fast as they could the out-of-control helicopter. They made their way across the rapidly darkening block until they got close enough to the falling vehicle to feel the wind of its rotation, the hunk of metal falling in a downward spiral.

She immediately realized that no matter how strong she was, she wasn’t willing to risk her joints snapping from the sheer weight of the vehicle. Instead, she leaped from one building’s side to another, weaving a large web suspended between the two sides. All that could be seen from the ground was a red blur moving at blinding speed in the night sky.

She shot one strand at a time, immediately jumping to the other side even before each strand had landed on the opposite wall, pushing her speed to the limit. People were gathering at the windows, no doubt waked up by the commotion and the sight of a red-clad superhuman weaving a giant spider web in the middle of the night. She liked that, somehow: She wasn’t doing that for the glory, not for a selfish desire to have her existence acknowledged, but leaving a mark, even for a night? Being remembered as her father wasn’t.

It felt right.

The helicopter landed square in the center of the makeshift web, the fall cushioned by the sticky concoction. A policeman, a fairly young man with just a hint of stubble, had fallen out of the vehicle, only for his very surprisingly fall to be stopped by the sticky strands. The web deftly bent under his weight, and then returned to its rigid shape, the man weakly bouncing a couple of times. “What the hell?” the man exclaimed, as he raised his hand to check and saw it covered in goo.

“Sorry about that,” said Peni, crouched next to the imperiled policeman, her metal toes lodged on the tiniest strand. “It should dissolve in an hour or so.”

“It hasn’t been tested yet,” Octavius said. “But don’t tell them, yet. They might not like it.”

“W-who are you?” The policeman stuttered, his gaze fixated on the suit’s bulbous yellow eyes. Peni frowned beneath her mask: It was her first public outing, and apparently, she looked disconcerting. Doctor Octavius said that the suit was designed to be “borderline toyetic”, but from that reaction, she started to doubt it. Still, people had been saved. That’s what mattered to her.

“We… I’m Sp//dr.”

Barely anyone in the world knew her friend even existed, so she had to give him some recognition. Even if the AI didn’t voice his opinion about it, she could feel a weak cooing in the back of her mind; as long as you’re happy, Peni thought.

"I can see that." He glanced downwards at the web holding him, and his jaw grew slightly agape at the sight of the helicopter stuck inside it. "What the hell is going on here?"

"Bad guys. Bad guys that I’m going to stop." She tried to use a deep voice to sound a little more authoritarian in front of authority but quickly dropped it once she realized how ridiculous it sounded. Peni showed another strand of web as looked around for her drone, still buzzing around as it followed her.

“Thanks, Spider.” The man gave her a slight nod. She nodded back, and immediately went back to her drone’s side.

“Can I just ask what’s in there? I’d like to know what I’m risking my life over!” Peni yelled as she started swinging over the now darkened buildings. She could see people coming out of the balconies, stumbling, confused about what was happening. The implications of what was happening hit her at once; How many swerving cars Peni wasn’t there to stop? How many people had been trapped in elevators? How many life supports needed that power? How many children wouldn’t have seen their mom and dad that night? Peni had to stop them, even if it meant taking the device out of their cold, clawed hands.

“It’s classifi—” Norman Osborn’s icy tone was instantly interrupted by someone else barging in, a brief static coming inside the communicator.

“It’s an energy redistribution unit!” May yelled at the top of her lungs. “I’m sorry, Norman, but she has to know. She’s not your tool. You owe her explanations.”

“Yeah, you tell them!” Peni finally caught a glimpse of the speeding truck, accompanied by a swarm of drones, and to her surprise, two men in black-winged suits gliding at the vehicle’s sides. She hesitated for a second before shooting her webs to pursue them, her chest wound still aching at the memory of the metal blades carving into her flesh, only for her courage to surge again, sending her to go on the chase.

“It’s an energy redistribution unit, yes…” Osborn continued, his voice weary, and somewhat resigned at that. “It’s used to transport energy from a quantum state to another. We plan to use it to instantly give electricity to entire communities, immediately energizing systems and appliances.”

“Or to instantly depower an enemy outpost.”

Peni could hear a weak yet distinct chuckle coming from Osborn. “You’re remarkably cynical for your age.”

“I learned a lot tonight.”

“That’s good,” Osborn said, not without a hint of satisfaction in his voice. “It will keep you aware. Treasure it.”

“What are they planning to accomplish? Do they want to depower New York one street at a time?”

“They’re trying to cover their tracks,” Octavius suggested. “They’re off the grid while using that. Sure, we could wait for a little, and just triangulate their hideout’s locations once it stops…”

Peni smirked under her helmet, her knuckles itching to connect with some winged malefactor. “Or I could ask politely.”

“Go get ‘em, Peni,” Ben said, and Peni was sure he was sporting an encouraging smile. “Remember… Great power.”

“Great responsibility. Now, if you’ll excuse me… I have a job to do.”

Peni gripped her web strand with both hands, and projected herself forward, spurring her joints to the limit, her chest burning with pain as she pushed herself further with each jump, vaulting between every building and now darkened alleys, to follow the speeding vehicle with every ounce of speed her cybernetic body could muster. She took advantage of a steep curve in the road which caused the truck to slow its pace, and with a quick somersault in the air, she finally landed on top of it with a perfect three-point landing. The masked men at the sides stopped in mid-air with shock, giving her one precious second to impress and confound her enemies. “Surprise?”

She had to work on her lines, that was a fact.

“You said you killed her!” One masked man shouted to the other. “You said she was dead! You carved up her guts!”

“And now you’re taking care of that!” The truck sped up, and the other Vulture followed, turning his back to his companion with nary a thought. The man clenched his fists in anger, and Peni could swear she heard him grinding his teeth, but he quickly regained his cold professionality, reflected in the unfeeling, red eyes of his mask.

“We’re done playing now, you brat!” The second Vulture splayed his wings and came charging at Sp//dr.

Her Spider-Sense rang like a thousand bells in her head, flashing a premonition of the villain’s trajectory before her eyes. She stopped at mid-swing, and leaped over the criminal, narrowly avoiding being sliced in half. “Sorry. This suit is new. I don’t want to break it!”

“How about this!” The criminal whipped out a pair of wrist-mounted machine guns and started unloading at Sp//dr, only for Peni to skillfully avoid the hail of gunfire with a series of leaps and jumps over lamp posts before carefully aiming at the Vulture’s wrists.

“You shouldn't play with guns.” She shot a strand of web at the weapon and yanked it from his armor before crushing it in her hands the moment she caught it.

“You little—” The criminal came at her again, sharp metal wings aimed at her chest, until Peni realized it was time to end the charade. Sp//dr readied a punch, and unleashed all of her strength, figuring that she wouldn’t have to limit herself when breaking their toys.

The Vulture’s wing was shattered in a thousand pieces with one sure blow. The criminal kept flying past Peni for a while until gravity started to claim him. He had the time to shout one harsh obscenity, but before his face hit the ground at high speed he found himself enveloped in a thick veil of webs.

“You’re welcome!” Peni tied him up to a lampost like a sticky pinata, she had him enveloped from head to toe in webs, and started swinging again for the truck, leaving the criminal tied up and shouting in impotent rage.

“Great job, Peni!” May exclaimed enthusiastically. “The other one is close by.”

“I'll take care of him.”

A drove of drones ambushed her from both sides of the road as she started to gain more ground on the truck. To her annoyance, these models were equipped with submachine guns placed just below their steel beaks.

“Really?” Peni groaned. “Wasn’t I shot at enough for tonight?”

The moment the drones started shooting, she shot a web upward, pulling herself towards a nearby building, deftly dodging the blows and destroying the mechanical foes with their own concentrated fire. Their wrecks littered the road, with Peni sticking her tongue at them from beneath her mask. After all the trouble they were giving her that night, she felt she had earned the right.

Her Spider-Sense was still ringing as the sound of metal wings scraping against a concrete surface. She turned in mid-air to see the other Vulture coming at her, razor wings splayed, and still red with her blood. Something started boiling in her at the sight, spurring her to even that score. “You should learn new tricks! I thought you were a master criminal!”

“It’s enough for you!”

Before the Vulture managed to slice her up, she shot a strand of web at the criminal’s face. He let out some garbled screams of rage as he tried to free his eyes from the sticky fluid, allowing Peni to take advantage of that, and leap right onto his back.

“You know, I always wanted to check how this thing worked.” She readied one punch to strike through the flying pack, and finish the fight.

"Oh, no, you don't!" With blinding speed the Vulture turned in mid-air and raced towards a wall, trying to squash Peni against it.

Her Spider-Sense warned her just in time, allowing her to vault over in front of the Vulture and land a solid kick to his gut, sending the man to crash through a window. He rolled on the floor, his armor littered with glass shards. She swung again towards him, knowing he wouldn’t stay down after that.

Her Spider-Sense warned her once again and she jumped on the ceiling, sticking to it with her hands and feet.

The Vulture sat up, fluttering his wings to rid himself of the remaining shards as he scanned the room for his foe.

"You little…" He started wildly shooting at her with his machine guns, but only managed to hit some office furniture. “You broke it! You broke my sensors!”

"Yeah, yeah, I'm little. Get some new material while you’re at it." Peni felt for the first time in control of the fight. Perhaps it was the sheer satisfaction of seeing the masked criminal frustrated and desperate. Perhaps it was the fact she had finally a sense of how to operate her suit. She was strong and fast, but the important thing was how a person used their gifts. Responsibly, even. The Vulture was a thug waving a very expensive gun in his hands. Those were going to be her enemies from now on. She had to grow stronger by the day to overcome them, both in body and mind.

She descended from the ceiling and landed one more kick to the Vulture's mask, hard enough to make a large crack on it.

He screamed in rage and charged his flight pack to its limit, his razor wings once again splayed and aimed at Peni's chest. With greater speed than ever, the Vulture lunged forward, causing Peni to somersault backward, his blades barely missing her chin as they peeled off a quarter-of-an-inch of protoplasm from it. The moment The Vulture raced out of the building she shot two large strands of web aimed right at his wing and pulled it with all of her strength.

"What?! What are you doing?!" He snarled as he found himself stuck. His wing pack sputtered and sparked, as it exerted everything it had to escape from the tiny girl's grasp.

"Sorry, Vulture, time to get back on your feet!"

With the knowledge of finally having got in a good line, she ripped the wing off the criminal's suit, slinging him away to plummet to the ground, his armored form spiraling down as he screamed with impotent rage and fear.

Peni immediately jumped down, shooting her webs to form a net to stop the criminal's fall. The Vulture landed squarely into it, screaming obscenities at her as he flailed helplessly, his remaining wing trying to slice away at the webs to free himself.

“I’ll get you for this, you little bug! I’m going to enjoy carving out your hea—”

She didn’t pay too much attention to these empty threats as she looked at him like some kind of curious animal while sticking to a wall. As much as she disliked that man, she realized that a lot of people risked their lives that night and she saw someone she cared about fade away from existence before her own eyes…

No one was going to die that night. Or ever again if she could do something about it.

Not even The Vulture.

"Great job, Peni!" Ben exclaimed, barely containing his enthusiasm. The rest of the room was chatting and celebrating in the background. She heard Octavius cackling in amusem*nt, and for once, it didn't sound creepy to her ears.

"Peni, as great as that was, you still need to stop the truck," Ben said calmly.

The young hero's attention was immediately directed to the truck containing the device, continuing its mad rush to plunge New York into darkness.

"On it!" She started swinging again, keeping up with the vehicle as it extinguished the lights all around. She took one last look behind her to be sure that The Vulture was still laying still in his net.

She waited for the vehicle while perched on a rooftop and landed on top of the speeding truck when the timing was right. Once her clawed feet hit the roof with a loud thunk, she found herself swarmed by one last cadre of drones, red eyes glowing and machine guns clicking.

"Really tired of you guys." She shot one strand of web to snatch one of the hostiles out of the air to use it as a shield to protect herself from the hail of bullets coming from its brothers. She then took advantage of the drones reloading to swing the wreck like a morning star, knocking the rest of the drones out of the air.

She took a spare second to catch her breath then dived down, breaking the windshield with a double kick. She found in the driving seat one last drone, mechanical arms stuck to the steering wheel and manipulating the pedals.

"May I see your license, sir?"

She grabbed the thing with both hands, and ripped it off the steering wheel… Along with the steering wheel.

"Whoops…" She looked at the still sputtering drone wreck as its red eye slowly dimmed, giving up its plastic and metal coil.

"Peni!" May muttered in the same tone she used to scold her whenever she broke a plate.

"Sorry! Sorry! I can still fix this!"

Without the cold, mechanical precision of the drone, the truck started swerving left and right, its momentum propelling it to crash right through a nearby pub. Peni could see the neon sign spelling out "Stan's" a few seconds before the device would turn it off.

"This is gonna hurt…"

She leaped in front of the truck and firmly planted her feet on the ground, stopping the speeding vehicle by pushing with her back. Her boots dug a pair of parallel ditches in the concrete and the windshield was shattered; the truck's front crushed by her strength, but the vehicle was finally stopped just before it went through the once-doomed establishment’s glass window.

“Peni?” May asked, her voice dripping with concern. “Peni, is everything all right?”

“My everything hurts…” Peni groaned, holding her wrist. All of her nerves were screaming in pain, her old wounds from the previous fight were aching, and she was pretty sure that all her muscles would hurt for at least a week; nevertheless, she soldiered on, and went around the truck and then through the truck’s back door, finally looking at the blasted device with her own two eyes.

“How do I turn it off?” Peni asked as the weariness was getting to her head.

“Well…” Octavius began to talk. “You will probably need a small team of engineers to carefully disconnect every—”

Peni punched the device. The machine hummed slowly, and then turned off, sparks sputtering from the hole made by her fist.

“Or you can just do that.”

“Sorry. I just want this night to end. "Despite all the pain, the exhaustion, the terrible revelations, and that deep sadness that was coming out from that dark, recluse place she had locked away in her heart. It was all worthy as she saw the city dazzling with life once again; the once darkened city blocks were now alight with the power of millions of amperes, giving the city its life force once again. She saved a few lives with her own hand and probably spared a lot of incidents to the city.

“...Well, Dad…” She whispered as she crawled on top of the truck, looking at the stars slowly disappearing, swallowed by the city’s brightness. “We did it.”

“We’re all proud of you, Peni,” Ben said, his voice slightly trembling for the emotion of the moment. “If Richard and Maeko were here, they’d be proud of you.”

“Yeah… Yeah, they would be.” Peni breathed in all, savoring her victory, before making her return to the Oscorp tower. A few tears riled up her cheeks, as she finally started to realize her place in the world. She was Peni Parker. She was Sp//dr. She was both. “Just one question, guys…”

“Yes?” May asked. “What is it?”

“Do I still have school tomorrow or… ?”

***

Adrian Toomes was a patient man. He knew that he would’ve to wait just a little more to get out of that predicament. The moment the power returned to the city, signaling that the night had been completely and utterly wasted, he saw a swarm of reprogrammed drones coming back to rescue him.

They swiftly cut the brat’s web and gently led him away, transporting him to an isolated rooftop for licking his wounds and to plan. Plan to take back what he rightfully stole, plan on how to get stronger, and plan on how to bury the little twerp.

“Thanks for the help, Phinn,” he said to one of the drones as he leaned against the roof’s railing, watching the city come back to life. “Where’s Blake?”

“I’m getting him, too. Don’t worry.” Phineas said.

“Next time, I’m going to kill her, you know that? Slowly.” He took off his cracked helmet and touched his swollen face. “She got me a black eye, can you believe it?”

“I’m already working on new armor for the occasion. We didn’t expect to face another enhanced human.”

“Next time we’ll be ready. At least we know it works.” Adrian smirked. “Thank our benefactor for me.”

“Glory to Latveria, I guess.”

Adrian Toomes savored the thought of revenge like sweet wine. He would rebuild. He would recover. He will go back to his family and then he will crush his enemies under his heels. “You’re still above them all, Adrian… Always above them all…” he kept repeating to himself, ignoring his faltering belief in that matter.

****

Liz couldn’t believe her eyes.

That newly fanged, spider-themed vigilante that the media only caught a glimpse of, was all the rage that morning. She knew it was Peni and Sp//dr’s big debut, so she felt the need to at least check the news, but Liz never expected for them to be the talk of the town. There was an interview with a woman who was saved just as the mysterious blackout had been in full force, reports of a few policemen being rescued with a giant web (albeit stranded up there until further rescue), and the news of the recovery of stolen goods from Oscorp.

“Holy crap, Peni…” Liz couldn’t help but laugh, as she stared at her phone. “You made it.” She put one hand in front of her mouth to muffle the sound of her laughter as she didn’t want to disturb her mother who had just come back at dawn from the night shift, and she needed some well-deserved rest.

As if on cue, the app that Peni had put in her phone started flashing. The image of a spider appeared in the left corner of her screen. A message was attached to it that simply said to meet her outside. “Wait, outside where?”

Liz got up from her bed and saw the silhouette of a very familiar raven-haired girl sitting just outside on the roof of her house. Liz rushed towards the figure and opened the window to see that it was indeed Peni Parker, who, when he caught a glance of her friend coming to greet her, lowered her head, and spoke with a sad voice.

“I found out what happened to my father.” Peni sighed. Her friend was sitting on the roof, staring blankly at the coming dawn. Her shoulders were clad in a thin blanket covering her school uniform. She was dangling her legs over the edge and still clad in her organic armor from the waist down.

“You ok out there? We can go inside if you want,” Liz said, nodding towards her room.

“I’d like to stay here. I need some fresh air.” She shrugged, her fingers clutching harder at the blanket. Liz narrowed her eyes to see she was trembling slightly under the thin blue fabric. “Can you sit next to me?”

“Well, ok… ” Liz said, hesitating a little. She stepped outside of the window, her slipper nearly causing her to lose her footing on the still wet shingles. Before she could even yelp, her friend sprung to her feet and caught her, gently circling her waist with one hand and firmly grasping the other with her own. The girl stopped in her tracks and lost in her friend’s scintillating green eyes. She clutched Peni Parker’s hand firmly, basking in its warmth. Her heart was pounding fiercely in her chest as the two kept their gazes locked, a gentle smile on the shorter brunette’s face. Liz’s breaths were growing shorter as the first rays of sunlight were poking through the clouds, shining on her friend’s cute button nose.

Liz then realized she probably had more important issues at hand and cleared her voice, trying to distract herself from the strange flushing of her cheek. “So… Um, what happened out there?"

Peni’s smile slowly faded as she sat back on the roof and Liz silently following suit next to her. A million thoughts were rushing through Liz’s mind as she watched her friend’s gaze lost over the horizon. She wanted to ask about every detail in that first foray into a world of marvels and monsters. She wanted to ask if she was hurt and what wonderful things she had seen out there. But instead, Liz waited for her answer, wanting to be the one to follow in her wake.

“I finally know what happened to him. I had my closure. It was… It was as I thought.” She hung her head over her chest, tears trickling down her cheeks. “I know now and it hurts.”

“Oh, Peni.” Liz circled the shorter girl’s shoulders with one arm and pulled her close, allowing her friend to rest her head on her shoulder, away from all the ills of the past. ”But… But how?”

“There’s part of him in my suit.” Peni raised one arm, coating it in a protoplasmic gauntlet with a mere thought. “There was a part of him in here. It was brief, but I saw him. It was good while it lasted.” She choked a small sob and despite pulling the strongest face Liz ever saw her friend pull, she was on the verge of breaking down. Yet, she persisted and wiped her face with one arm. “I wish I didn’t have to dump so much on you so suddenly."

"Gotta be honest…" Liz sighed. "I don't get much of the stuff that is happening out there. Superheroes, cyborgs, and monsters are not my thing. But I get you ."

Peni mustered up a little smile at that. It was a small, beautiful thing that Liz cherished even more than before.

“It was good seeing him one last time. I walk in his shoes now. Literally.” She lifted one foot, allowing Liz to look at her sharp, steel toes.

“Wow… Your dad was a superhero.” Liz repeated those words slowly, staring blankly at the horizon.

“Yup. Sorry, I never told you before.”

“That’s ok.” Liz shrugged. “I would've never believed you.”

They started laughing at that. Once again, like old friends, just like the tension and heartache of the night before had never been.

"What are you gonna do now, with these powers you have?" The blonde girl asked, her fingers attempting, daring even, to brush her friend’s.

"I'm protecting the city," Peni answered fast, without a hint of hesitation. “I finally decided what to do. It’s my responsibility. I’m doing this for him. For my mom. For those that live in New York. For Gwen. For Ben. For May. And for you, Lizzy.”

Liz's chest almost swelled with a strange pride at hearing that. "For me?"

“I’ll protect this city…” Peni gently grasped her hand and locked her gaze with her blue eyes. “Because you live in it, Lizzy. I'll be your hero."

"Peni, you…" Liz’s heart started pumping faster as she found herself scooting closer to her friend, touching her hip with her own. Peni didn’t budge but instead seemed to invite her to come even closer. Liz found herself moving a lock of wild hair from Peni’s eyes to get a better look at her face, and she never ever noticed that she was actually… pretty.

A friend that always made her laugh, was the smartest person she knew, had become, in the space of a few nights a badass superhero… And really pretty. A really pretty girl that had just proclaimed to be her hero. Any person in their right mind would find themselves confused at that, but nevertheless happy.

She let her body move on her own as her hand moved over her friend’s cheek, slowly leaning closer and closer, her lips puckered up waiting for something even though she couldn’t quite grasp what it was. Peni blinked, surprised for a whole second before she closed her eyes, and just let it happen… Until Liz saw from the corner of her eye a familiar green car getting closer.

“Holy crap, that’s my dad!” Liz yelled, instinctively pulling Peni in a protective hug.

“Blast!” Peni exclaimed, blinking a few times to get out of the earlier stupor. “If I am found in the maiden’s chambers they’ll kick my butt.”

“Get inside before he sees you!” Liz quickly crawled back into her room from the window while Peni smoothly jumped in, perfectly landing on her feet, even doing a little bow. “You show off!”

“Sorry, can’t help that.” Peni hurried to close the window and the curtains. “I thought your parents were separated.” Peni took a deep breath, and her armor quickly dissolved from her legs.

“They are, but they’re trying to give the whole thing another shot. He promised he would drive me to school. He could give us both a lift. Just let me dress.”

“Ok.” Peni sat on the bed as Liz was starting to take the top of her pajamas off… until she realized that Peni was still in the room.

“Could you… Wait for me outside?”

“Why?” Peni’s cheeks immediately flushed red at the realization, and she started to make her way outside of the room as if something was chasing her. “Wait, of course, I have to get out, you want your privacy and all that! What was I thinking?!”

Liz immediately let out a sigh of relief once Peni was out, and started changing, reflecting on what was going to happen. What was going to happen? Peni was just her friend and there was nothing wrong with her. Just a really pretty friend...

****

Peni Parker, meanwhile, put both hands on her face and let out a frustrated groan. Of course it was going to be awkward. Why would have Liz let her stay in her room while changing? Who does that?

Peni wondered what was happening to her… and especially what happened back there… What was going to happen, though?

Before she could answer that question she heard the sound of steps coming up the stairs.

“Liz? You up?”

It was a man’s voice calling. Peni reasoned she could at least check who it was. She fixed her hair as best as she could, and came down to meet him.

“She’s coming. She’s getting dressed. Not that I’d know. She just told me… ” Peni wished that the earth would open up and swallow her whole after that.

“And you are?” He was a middle-aged man but still well built, with a solid pair of broad shoulders. He had a shaved head, icy blue eyes, and a colder tone than Liz’s, but still very similar. He was wearing a leather bomber jacket with a fur collar and a pair of jeans. The man looked a little tired, even sporting the hint of stubble, but he still had an immensely piercing, intense stare. Peni couldn’t help but note that he had a black eye. For some reason, she started to grow uneasy at that. There were thousands of possible explanations for that, after all… So why was she so uneasy?

“Oh, sorry, Sir. I’m Peni Parker.” She extended her hands towards him. “Nice to meet you.”

“Oh, that Peni Parker. I’ve heard from you. I’m Adrian Toomes. I’m Liz’s father.”

“Toomes?”

“Yeah, she got her mother’s name. Sounds a little better if you ask me. I mean, Liz Toomes.” He chuckled, shaking his head. “I’m glad it turned out like this.” He shook her hand in a really tight grip. He was pretty strong for his age. “Liz talks a lot about you.”

“Does she?” She almost squealed at that, reflexively fixing her hair a little more as if trying to impress but quickly composed herself the moment she saw Liz coming outside of her room. “Hope she said good things, Sir.”

“She said you’re her best friend in the world. That makes you okay in my book.”

“She really is my best friend…” She gazed almost dreamily as she saw Liz wearing that really cool denim jacket that she always wore not very often, which was a shame, Peni thought. She really looked cool in that. It went well with her eyes.

“Dad, what happened to your eye?” Liz asked worriedly, rushing to him, past Peni, and standing on the tips of her toes to check her father’s face. She tried to reach for his face with her fingers but he moved aside.

“This?” He touched his face, wincing a little as she brushed his swollen eyebrow. “It’s just a cyst. It happens with age, you know. Age, accidents…”

The moment he said that, too, Peni’s Spider-Sense started tingling very, very faintly, and she couldn’t grasp why. She felt something familiar coming from the man now: an aura of dread, and violence, and sliced skin… Couldn’t be real, Peni thought; she was still shaken by that long night. It must’ve been that.

“So…” He flashed a smile that tried to be reassuring, but for Peni was now the stuff of nightmares. “Ready for school?” He took out his car keys and left them dangling from his fingers. Peni mustered a weak smile and immediately reached for Liz’s hand as they followed the man down the stairs.

Liz grasped her hand and something at least was perfect.

****

Chapter 5: A Time for Trouble and Tenderness

Chapter Text

Peni Parker was alone that day as were many others before it.

She sat on a swing, her feet trudging on the ground as she weakly pushed herself forward. The schoolyard was full of other children playing ball, eating together, and just enjoying each other’s company, but no one else had asked if she would come to join them. She was holding her lunchbox on her knees, her hands firmly clutching the swing ropes as she realized her parents weren't going to come back home ever again.

She liked Ben and May; she loved them to bits and they showered her with attention and affection ever since she started living with them, but sometimes she couldn’t help but think of her parents, holding on to the few memories she had, dwindling each day more and more. She still remembered their voices and their faces, but the little things like the grip of their hugs, the smell of her mother’s hair, her father’s dorky laugh… were fading away.

Ben and May told her they left because it was important.

But was it more important than her? So important to leave her all alone?

She couldn’t answer that yet, and every time she thought about it, it felt like something stuck in her throat, bringing her close to tears.

Every day was like that; alone on that swing, and by now Peni started to believe that’s how things were going to be every day, with no way no change.

"Is that Atlantis?”

The most beautiful voice Peni Parker ever heard threw her out of her funk. She turned around to see a little girl with sandy hair, wearing a yellow raincoat over an orange shirt and skirt. She had an innocent smile and a pair of curious blue eyes, her puffy finger lifted to point at the brightly colored box. “The Disney movie? It was pretty cool.”

“Really? You know that movie?!” Peni nearly jumped out of the swing, her knees almost dropping the precious topic of conversation back in the mud.

The girl sat on the swing next to Peni and started swinging back and forth. Peni ran back to her seat. “Yeah, it was the coolest! It’s a little old, but still cool.”

“I like it better than the new ones. There are lasers, and spaceships, and even better, Atlantis is real!” Peni started following suit and started swinging, trying to keep up with the other girl.

“It’s not!” The other girl pushed her heels on the ground, planting herself on the ground to argue. “How do you know that?”

“It is too! Why did they write so many books about Atlantis if it’s not real?” Peni asked.

The girl blinked, pushing one finger on her chin as her eyes wandered about, deep in thought. “You think they’re onto something?”

“Yeah! There must be some truth to that. Can you imagine if stories are just stories?”

“Yuck!” The other girl stuck out her tongue in disgust. “It would be so boring!”

“One day I’m going to find it!”

“How?”

“I don’t know." Peni shrugged. "Maybe with a big sub or something.”

“Can you drive it?”

“I’ll learn.” Peni giggled, imagining herself already diving in that depths, her hands firmly clutching a big yellow wheel. “I’m smart.”

A gentle smile spread to the other girl's lips. “Can you take me with you? I’d like to see Atlantis.”

At the sight of that smile, something changed in Peni Parker's heart, but it wasn't anything a child could even begin to comprehend. She only knew she really would've liked to see that smile again and again. Peni looked down and took a deep sigh. "Can we stay together forever?" Peni asked, her voice lowered to a mumble, her hands nervously grasping at the swing's ropes.

The other girl stopped, and started thinking, her index lightly jabbed against her chin. "Yeah." She shrugged. “Yeah, why not? I’m Liz Allen.” She extended her hand in a greeting.

Peni smiled widely as she shook Liz’s warm hand. “I’m Peni Parker.”

Even if rain clouds were gathering above them, and a cold wind was announcing cold rain, Peni never felt warmer than that moment and Peni knew she wouldn't be alone anymore.

****

Peni Parker woke up, still floating in her tube, and despite this, happier than she ever was in a while.

“Oh, good morning to you.” Ben tapped on the glass and waved at her. Peni smiled softly and waved back. “Your levels of serotonin are pretty high.” He pointed to a screen showing her vitals. “Were you having a good dream?”

Peni nodded as she waited for the fluid to be completely drained from the capsule. She didn’t particularly love getting into it, but it was the only way they had to record her brainwaves and check her synchronization with Sp//dr’s.

The plastic door opened with a hiss, and Peni looked down at her chest. The scar that the Vulture left on her was fading every day. Sp//dr was also in a capsule, his brain waves meticulously recorded through electrodes placed on his body. “It was a good memory, you know?” Peni said as she poked at the glass. Sp//dr happily skittered towards her finger, his tiny legs poking at the glass. She realized with some sadness that his new legs didn’t have any hair on them; he grew back some new ones and it was her fault he almost died along with her on that terrible night. Every night she would look at her friend, a part of him, and she’d had to remember she was responsible for him as well.

“Really? A memory?” Ben asked as he messed around with a console.

“Yeah. Ever since I bonded with Sp//dr everything seems so vivid,” she said as she put on her shirt and pants. “I think it was the first time I met Liz. I remembered exactly what she said, how she was dressed...”

“Oh, that was a good day. You two couldn’t let go of each other until midnight, like in a fairy tale.” Ben laughed out loud.

The young cyborg’s cheek flushed red, her attention turning to her friend in the capsule and even Sp//dr was happily clicking his mandibles as if he was laughing. “Oh, right… “ she groaned. “You watched it, too.”

I feel what you feel, Peni. And I like what you feel. It’s part of us.

“Oh, boy.” She shielded her face, trying to not let anyone, organic or cybernetic, see the relentless red dwelling on her cheeks. “Man, it won’t be enough to just shut me in my room, right, Uncle? Uncle?”

Ben’s spirited demeanor had soon faded as he had conjured a hologram of something that brought deep sadness to Peni’s heart. It was an image of Richard Parker, clad in his armor, and every second she laid her eyes on him, she felt an aching deep in her soul. Even Sp//dr was growing restless, diverting his eyes from that apparition. “Listen, about Richard…” said Ben with a broken voice.

“Oh, Ben… “ Peni hugged her uncle from behind.

“How was he? Tell me about him… What you saw of him… Even the smallest details could help.”

Peni dragged a nearby chair and sat down, with Ben following short in front of her. She took a deep breath as she watched her twiddling thumbs as she gathered some thoughts about that night. “He was amazing.”

She lost a father. He lost a brother. Those memories, those feelings, that joy, and sorrow, belonged to them both.

****

“Well, we’re almost there.”

Liz had missed her father giving her a lift to school more than ever. She felt safe around him; not only because he was maddeningly meticulous when he was driving, respecting speed limits up to a decimal point, always slowing down whenever he saw a stop sign, but because he did it for her.

He was even looking the part of the typical father, with a pair of tacky sunglasses hiding his eyes, a white shirt leaving part of his chest exposed, and his arm resting outside on the car’s door, getting lightly tanned by the sun.

Their car was an old model, without a hint of holographic interfaces or a self-driving AI that was all the rage from Stark industries. At least that’s what Liz got from the ads; they were well thought out. Adrian Toomes didn’t trust machines to do a man’s job, he used to say, and Liz trusted her father more than anything.

“You’re awfully quiet today, Liz,” Adrian said as he lowered his sunglasses slightly to be sure there weren't any stop signs he may have ignored. “Something wrong at school?”

Something was wrong, in fact. As much as she enjoyed going out with her dad for a day, more important matters pressed her heart. Heart matters, in fact. “No, nothing. I just suck at math, maybe. Betty and I still can't get around that problem.”

Adrian chuckled and then playfully messed up Liz’s hair. “Yeah, that’s a classic. Tell you what; I’ll help you with that stuff. I mean, if you’d like.”

“You’d do that?” Liz said, genuinely touched, as she tried to fix her razzmatazz of hair.

“I know a thing or two.” He shrugged, letting a smirk escape him in an attempt to look cool and confident. It was already enough for Liz. “Nothing spectacular, but it can help you, I'm game.”

Liz smiled. “Thanks, Dad.” The corners of her mouth faltered a little bit, before dropping completely, turning her smile into the same worried frown as before.

Adrian stopped the car when he saw a red light and turned the car off, reasoning they’d be there for a while. New York’s traffic would’ve turned soon into a congested singularity of cars, so Liz knew it was time for some family conversation. “Something is telling me that it’s not just math that's bothering you.”

“How did you know?” asked Liz, almost relieved at being seen through. Not that she was making an effort for it.

“I am your father. We’re not hanging out as much as we used to, but I know these things.”

“Well, I’m not going anywhere, might as well talk.” Liz chuckled as she glanced outside the window towards the long, long line of cars before them.

“So, what is it, trouble with a friend?”

“I… I wouldn’t call it trouble. It’s great. It’s going great between us.” She hugged her own shoulders. “Too great.”

Adrian raised an eyebrow. “What?”

“It’s just that this person makes me feel weird.”

Adrian blinked and checked for the rear mirror before focusing his attention on Liz again. “Weird? How weird?”

“When I’m around her I feel great but so confused. I shouldn’t, she’s my best friend in the world, but when I’m around her it feels like my head is filled with static or something.”

Adrian blinked and looked at her with wide eyes. “Wait, are you talking about Parker? Penny Parker?”

Liz gulped and nodded. “Peni.”

“Yeah, her. That's the name. Last time I saw her, I thought you liked being around her.” Adrian nervously tapped his thumb on the wheel.

“I love being around her!” Liz sighed deeply and held her face in her cupped hands. “But it all got weird now.”

“Is it the same for her? Do you think she acts weird around you?”

“I don’t know, We still keep hanging out, and I couldn’t imagine otherwise. It doesn’t seem different, but it feels different.” Liz slowly uncovered her face and hung her head over her chest. “Still, she’s the same, and yet she’s not. For me, at least. I don’t know if she thinks the same. We haven’t even talked about this! This… This… ”

“Weirdness?” Adrian suggested.

“Yes!” She smacked her thigh hard. “I don’t know if she feels the same.”

Adrian shook his head and pursed his lips. “I’m really not following you.”

Liz grimaced, and gazed forlornly at the car’s floor, before shutting her eyes and taking a deep breath. “I think I like her,” she finally blurted out, like taking a stone off her chest. “I don’t know if she likes me, though.”

“Oh…” Adrian knitted his brow, quickly shooting her a quizzical look. “ Her ?”

“Yeah, that's what I wanted to tell you, dad. I like girls. I like her .” Liz gulped, her heart beating faster than ever. “I’m gay.”

“Oh… “ Adrian sighed, his hands tightening around the car’s wheel. The vehicle slowed down to a crawl and a cacophony of car horns followed.

“I wanted to tell you earlier, but I didn’t know what was the right time. You and mom are trying to live together again, so I didn’t want to get this … “ She gestured at herself. “Into the picture.”

For a moment, Liz closed her eyes, steadying herself for an outburst or yells or worse, but instead just silence, followed by a burst of warm laughter. Far warmer than her father’s stern appearance would suggest, but it just felt right for him. He was her dad, after all. “And why do you think it changes anything about you?”

“You…” Liz sniffled, wiping out a small tear from her cheek. “You mean it? You... You're ok with it?”

“‘Course I do.”

With her heart as light as a feather, Liz rested her head on her father’s shoulder, and he gently circled her shoulder with his arm. She closed her eyes, rocked to sleep by the car’s almost snail-like pace, and the sound of strangely rhythmic car horns.

“Just tell me, do you think she’s good for you?” Adrian asked, caressing her shoulder.

Liz’s heart nearly soared when she thought back about that moment on the rooftop, her warm hands holding her friend’s... “She has big beautiful eyes, the prettiest smile in the world, and she’s funny and smart and really, really brave… She’s my hero.”

“Hah!” Adrian sneered. “Heroes, let me tell you, you don’t need heroes. What does that word even mean? You don’t have to rely on a hero. You can be your own hero.” Adrian shook his head. “Don’t put her on a pedestal, that’s all I’m asking. You really don’t know a person when you fall in love, you’re blinded by it. It’s beautiful, but you’re still blind. Sure, it makes you look all dreamy when thinking about her…”

Liz covered her hand with her face when she realized she had that look again. Embarrassment aside, her father’s words did make an impression. After all the changes and ruckus brought in her life since Peni Parker got bit by a spider and broke her window...What was Liz’s part in this world? Was she supposed to be a mere observer? Or was she her own person?

“What do you think I should do?” Liz asked, hoping that her cheeks would stop glowing red as beets before they reached the school. “You think I should tell her? You think she would like me?”

“Take it slow. You think there’s something new about her? Something you haven’t noticed?”

“Little of both.”

“There you go. When you have feelings for someone, you change. And they change, too, in your eyes. The most important thing is… ” Adrian’s cell phone started to buzz. “Sorry. I have to pick this one up.”

Liz let out a sad moan and her father put on the earphones, therefore making her wait for that really important thing until after school. Liz understood that, of course; her father had a really important job, and he had to give his full attention to it… Whatever it was.

“Yeah, it’s me. Yeah, tomorrow night. That’s it,” Adrian mumbled, trying to be as brief and monosyllabic as he could. If Liz had been a little more nosy, she would’ve suspected he didn’t want to let anyone know about this very important job, not even his daughter. But that’s how it was and Liz was resigned to it.

Changes had to come one day at a time.

For him and her both.

The two had finally reached Midtown High’s forecourt, where a crowd of students had gathered near the holo sign at the entrance. Liz half expected Gwen to tamper with it again, this time replacing the school’s name with a cuss word.

“Oh, hey there, Liz!”

When she saw Peni Parker enthusiastically waving at her from the edge of the sidewalk, she knew that everything was alright. Liz saw her completely disappear from sight as a group of densely packed and taller students had the brilliant idea to walk right in front of her before the shorter girl wrestled her way to meet Liz. She was wearing the same black pullover, and a white shirt with a black tie under it, making Adrian wonder if she had a closet full of identical clothes.

“That's her, right?” Adrian said, pointing at the girl as she kept waving at them.

“Yes.” Liz sighed, then she leaned forward, holding her chin on her hand, between the bent forefinger and thumb, wearing the widest, dopiest smile that a teenager in love could have.

“She’s a dork, you know?.” Adrian whispered at his still enraptured daughter.

“ My dork.” Liz snapped out of her love-induced trance, and opened the car’s door and planted a quick kiss on her father’s cheek before leaving.

Meanwhile, the tiny girl literally skipped to the car. “Hi, Mr. Toomes!” Peni said after a quick bow, still with that innocent grin of hers.

Adrian flashed an awkward smile, and waved back at her, before closing the door and driving away as fast as he could with hardly any thought. Adrian could catch a glimpse of Parker slightly frowning at his gesture, but he had bigger concerns at the moment. He watched in the rear window as the two friends went their way towards the entrance, with Peni regaining her chirpy demeanor as Liz stood by her side. Parker started rambling on about something that Liz must’ve thought to be extremely funny as she started laughing without any restraints. Liz had to stop and hold her belly as Parker playfully flexed her bicep for show.

“She’s in love with a dork.” Adrian sneered as he turned around the corner. “Figures.”

****

Gwen Stacy was waiting on her favorite rooftop, looking out at the horizon for another guest superhero appearance.

Her followers had a craving for them and weren’t fussy about the quality of the pictures themselves, unlike the Bugle, those jerks. She figured that opening an Instagram page would be a safe alternative.

The afternoon sunlight suffused in the gathering clouds, giving them an eerie red tint. That or it was because of Oscorp's factory fumes. One day someone should’ve done something about it, but Gwen had already signed a petition, so, as far as she was concerned, her job was done.

Gwen sighed and started drumming her fingers against the railing while waiting, her eyes wandering in the search of a wild superhero sighting. She would’ve settled for Black Widow by this point. Or a mutant. Those always made some views, with their metal skin and eyes that shot lasers.

That was until the person she was waiting for finally arrived. She heard the small hatch opening and the sound of footsteps going up the metal ladder. Liz Allan popped out of it, just as Gwen planned.

Or rather, Gwen just gave her a call and she answered. It was a fun activity to do, but it was better in the company of a friend.

The other girl looked fidgety, her hands firmly planted in her jacket’s pockets. She was wearing a hoodie that was hiding her fluffy blonde locks.

“So, we’re here to watch stuff.”

Gwen nodded solemnly as if it was the most profound thing she had ever heard. “Interesting summation.”

Gwen leaned against the railing, squinting to see if there was something bright and costumed making their move. Liz followed her and leaned next to her, hugging her sides and awkwardly looking around. “You come here often?”

“This is my lucky spot, Princess. I saw Sp//dr passing by once. One time I got Thor. I’m hoping to get the rest of the Avengers.” She spun her camera in her hand like an old-time revolver. “Fingers crossed.”

Liz smiled softly while looking at the horizon. “Yeah, Sp//dr is the coolest.”

Gwen raised an eyebrow at that statement as Liz grew silent and into her usual dreamy look. She knew there was still something being withheld by Liz, but she let that pass. The poor girl was already crushing hard; she didn’t need further pressure from her.

Besides, even under all that armor and tendrils, Peni could certainly have a certain charm, so she wasn’t judging.

“Well, she’s down-to-earth, at least. Tony Stark, too, but in a different way. As if nothing could touch him. Or everything does. He’s got those celebrity eyes. Hides more pain than he lets on.” She tapped on the side of her nose. “You know the deal.”

“Don’t they all?” Liz shrugged. “Still, it was nice of you to call me.”

“You’re welcome, Princess. I never saw you at the principal’s office before. This is my way to help you unwind. Well, one of them.”

Liz blinked. “What’s the other one?”

“I’ll tell you when we’ll need it.”

Gwen heard the roar of engines in the sky as a comet of red and gold zoomed through the air above them. She looked up and grabbed her camera to look at none other than Iron Man passing by, as if on cue, having decided to take a little detour into Gwen’s favorite superhero hunting ground. It was just for a fleeting instant, but she recognized the red and gold chest plate, the electric blue trail left by his thrusters, and the bulky, powerful shape of his armor.

“Score,” Gwen said with a grin and started filming the action.

“Whoa! Is that who I think it is?!” Liz said as she followed the blue streak with her eyes.

“Just Iron Man." Gwen followed the metal-clad Avenger, keeping one hand above her eyes to shield them from too much sunlight. “He’s a classic.”

"Can you believe we got to the point where we can say that it's 'just Iron Man' like that?" Liz followed him with her eyes as best as she could, before the Avenger settled above a nearby harbor like a tiny red dot.

She looked over Gwen’s shoulder to watch the super battle unfold on her camera’s screen, shuddering in a quite cute way, Gwen thought.

An eldritch, scaly shape emerged from the water, its humongous tentacles grabbing a ship and tearing up apart like a cheap toy. The golden avenger fired one of his repulsors beams at the creature. It produced an unholy screeching and threw the battered husk of the ship away to fully focus on Stark. Iron Man was now deftly maneuvering through the air, dodging the tentacled creatures' strikes as he peppered its hide with repulsor blasts.

"I know I can." Gwen chuckled as she followed the darting red dot with her eyes. “You get used to it after a while.”

"So what are we doing here?” Liz squinted to get a better look and leaned on the railing. “Just watching Stark pummel that thing? Not that I mind.”

"Yeah. I'm serious as whatever Stark is fighting down there." Gwen zoomed in on the fight with her camera to see that Stark had been caught in the monster's grasp, only to slice its tentacles away with a chest blaster. "It looks like a giant octopus or something.”

“What if it’s from Atlantis? You think Namor is still causing trouble?” Liz asked. "I've read there was a truce or something."

“Who knows?” Gwen shrugged. “What matters is they beat it down.”

“Isn’t this dangerous… Super-sightseeing? Is that the right term?” Liz asked.

“Fun too.” Gwen pointed out. “Life is too short to worry, princess. Grab whatever you can and run. One day, Iron Man could lose and none of this will even matter.”

“That’s dark.”

“Yup.” She nodded and put away her camera. Iron Man had delved deep underwater, the monster having enveloped him and dragged him down below. No reason to film further unless she had a submarine ready. He was probably fine, Gwen thought. Just peachy. “By the way, why did you come here?”

Liz tilted her head, confused. “Because you called me?”

An explosion was heard in the distance and a huge geyser of water erupted from the water around the harbor as Iron Man triumphantly rose up from the oceans. I was not without some much-needed relief from Gwen. “Watch out.” She helped Liz duck behind the railing and quickly grabbed her backpack. She produced a couple of gas masks from it and two pairs of earplugs.

“What’s that?” Liz asked as Gwen put the mask on her.

“Something we’ll need if you like to breathe, Princess.”

Liz complied and put everything on after a brief muffled grumble of puzzlement. She glanced quickly towards the battle and saw the monster being felled by a lightning bolt from the sky. Dark clouds started to gather, pregnant with thunder and lightning, and if she squinted, Gwen could see the silhouette of a man draped in the clouds, lightning bolts coursing through his body.

Gwen reasoned that Thor must’ve taken real offense at the creature’s attack, as yet another blast of lightning shot from the figure, landing squarely on the creature and making the air smell of burnt fish. The resounding thunderbolt cracked in her ears, muffled by the earplugs, giving her slight tinnitus that would last an afternoon at most.

The monster gurgled and sank back into the monster and a cloud of dust was lifted from the fires of its explosion, as high as the building the two girls stood on. The black soot from the explosion covered the surrounding building and the two of them. Liz breathed slowly, hugging her knees and rocking back and forth until it passed.

According to the articles of Professor Reed Richards, Atlantean remains weren't toxic, but Gwen didn’t want to risk it. Gwen was reckless, sure, but she steered away from everything radioactive.

She even steered away from The Hulk, but then again, everyone should’ve if they cared about not getting smashed.

“Do you do this every day?!” Liz screamed at the top of her lungs to hear her own voice.

“It’s the best life, Princess!” Gwen said, just as noisy.

Gwen started laughing, heartily, like nothing else on Earth mattered. Because it didn’t. And Liz started laughing as well, swept up by the craziness. After all, the Avengers won and the two were still there.

“Gwen?!”

“Yeah?!”

“I’m glad we’re friends!” Liz patted her back, then pulled the other girl into a hug.

“Hey, what else do you call two girls in the middle of a superhero battle, covered in octopus soot?!”

“Ew.” Liz started wiping the black dust from her jacket. It did nothing but spread out the stain.

“Dish soap! It does wonders!” Gwen crawled to her backpack. “Maybe I got some in here, let me check.”

****

As the smoke cleared, Liz had gotten up from the rooftop to give one last look at the battle. A S.H.I.E.L.D. Helicarrier was approaching, ready to take the monster’s remains for further studies. For some reason, Liz couldn’t help but feel invigorated by that sight. Gwen’s words surely struck a chord, and she realized that whether she liked it or not, life was too short. Liz took out her phone, and sat on the ground with her legs crossed, quickly glancing over at Gwen who was still rummaging through her backpack. After making sure she wasn’t looking in her direction, Liz started composing a text; A text that she had no intention to send right away but to keep in her phone until the time was right.

It was mostly an exercise of will. If she was able to compose that text, Liz thought, then it was the first step towards something important. Her heart started beating faster and faster as she glanced towards the name of the recipient, and noticed she was online. Perhaps she could have seen Liz composing a message and sent one of her own. Perhaps just to say ‘hi’, why not?

No matter; she finished the message. A simple, innocent question Liz hoped she’d be able to speak with her own voice.

Do you want to go on a date with me?

Straight to the point, Liz thought. Who knows? Perhaps Peni would’ve even said yes one day. She thought about her friend’s cute smile, and everything was okay again.

“Whatcha doing there?” Gwen asked.

“Oh, nothing.” Liz hid her phone behind her back. “Stuff.” She shrugged.

“Stuff is fun,” Gwen said.

Slowly but surely, the pungent scent of smoke flared up Liz’s nostrils. “Uh… Weird. You smell that?” She turned to Gwen.

Gwen stopped rummaging through her backpack and sniffed the air. “Doesn’t smell like toasted calamari, I tell you.”

Liz looked down below, her hands on the simple concrete railing, and saw smoke rising from a window of the apartment complex they were standing on. Her blood froze up when she heard screams coming from that very window.

“Help! We’re stuck! There’s a fire! Help!” a man’s voice pleaded as he bashed his fists against the glass.

“Should we call the Avengers?” Liz asked, glancing at the site of the battle, which was now probably crawling with S.H.I.E.L.D. agents. To her chagrin, Iron Man was already flying away, and Thor was, well… Thor. Obscenely powerful and unapproachable by then. The storm clouds had vanished and there was no trace of the thundergod anymore.

“Well, sure, go and ask them,” Gwen said. “Can you fly?”

“Eh, you know, I’ve been taking lessons.” Liz shook her head. “We gotta do something.” Liz took out her phone as she noticed the Sp//dr app still winking at her from the home screen. She quickly pushed the icon on it to send a message. She better have had a plan B, just in case. “Call the fire department, at least.”

“Done,” Gwen said as she fiddled on her phone as well.

Liz looked down and saw the fire escape. It was just a small jump, her feet making a dull sound on the metal structure.

“Huh, what are you doing? Are you seriously—”

“Yeah, seriously!” Liz ran down the stairs to quickly reach the window. Gwen grumbled something and immediately followed her.

“I swear, if we die, I’ll kill you!” Gwen shouted as she ran behind Liz.

“Noted.” Liz followed the smoke and saw the man who had shouted before behind the glass window. He was a skinny man with dark skin, and a goatee. He was trying to open the window but to no avail, as it seemed stuck. She pulled it up with all her strength, but only managed to rattle it slightly.

“Help me, it’s stuck!” the man shouted and panicked as he banged on the glass.

“Get down!” Gwen shouted, and Liz and the man ducked out of the way as the girl threw a rock at the window, producing a hole followed by a shower of glass shards.

“You always carry a rock with you?!” Liz asked as she checked for shards in her hair.

“Why? Don’t you have one?” Gwen shrugged as she wrapped her fist in a cloth she had on her, and broke away the rest of the glass, allowing her to step inside the house. Liz breathed in relief as she was still wearing the gas mask; the smoke was getting thicker by the minute and was already covering their ankles. “Pardon Moi,” Gwen said as she threw away the last shards, and helped the man onto the stairs outside.

“My son! He’s in the other room!” the man shouted. “Turn right in the hallway!”

“We’ll take care of him, don’t worry,” Liz assured him, and the man nodded with tears in his eyes. The girls then delved in, exiting the room, and running towards the hallway to follow the man’s instructions. The fire was spreading quickly, and it was getting harder to breathe. Strangely, Liz didn’t suffer the heat as much as she should have, as she looked at Gwen who was visibly tired by the second, telling Liz to hurry up before it was too late. Their masks were a great help, but the heat would've sapped their forces sooner or later.

“Watch out!” Gwen screamed and the taller girl froze up at the warning. Before Liz could take one step towards the room, a wooden beam crashed down on the floor, cracking the boards with a loud thunk.

“Thanks!” Liz said, her heart thumping heavily against her ribcage from the scare as she took a moment to survey the wrecks that were now blocking the hallway with very flammable debris.

“You're welcome!” Gwen patted Liz's back who felt somewhat reassured by that simple gesture.

There still was the problem of the wooden beam, the spreading fire that was turning the air wavy and heavy, a cloud of thick, black smoke rising up and threatening to obscure their vision by the second, and the screams of a toddler coming from the door. She could've tried for another path, but the smoke was flaring up her nostrils, and Gwen, despite her attempt to stay strong, was leaning on the wall, breathing at a frantic pace. The girl took out her jacket and tied it up against her chest, large patches of sweat spreading on the front and the back of her white shirt. Meanwhile, Liz didn't even feel warm around her cheeks, as if something was shielding her from the worst of it. But whatever it was, it couldn't do anything for Gwen or the kid trapped in that burning house. Liz shook her fist in anger, and her head spun around as she saw a flash of white light in the corner of her eyes. She opened and closed her eyes a few times to get rid of that, but to her frustration, the wooden obstacle was still in front of her, but now it looked positively charred, a sign that maybe that, too, was going to burst into fire. She screamed and kicked at the beam in sheer anger, only for it to shatter like rotten wood, leaving behind a shower of blackened splinters.

“Whoa!” Gwen jumped back to avoid getting splinters in her hair. “You’ve been working out?!”

“I… I don’t know… “ Liz knew that she couldn’t have done that so easily, but the moment she heard the kid crying in the other room she snapped out of her contemplation, and rushed to help him. She found a crib in the small room, where she found a crying kid covered in soot. Liz bent over to pick him up, only for the toddler to scream and cry louder at the sight of her gas mask. She swiftly grabbed him and ran out of the room, protesting very little as she felt his little feet kicking on her belly.

“Girl, I have to tell you…” Gwen said as they went back to the window, and to the emergency stairs before the smoke turned the apartment into an ash-covered pit. She took off her mask to take a long breath of fresh air and wiped her sweaty forehead with one arm. “I came here to film some heroes, but… I think I got one already.” She patted Liz’s back wearing a proud smile on her face.

“Thanks… I guess…" Liz breathed slowly to calm herself down, the adrenaline of their little adventure finally catching up with her. "I guess dad was right…”

“What?” Gwen tilted her head in confusion.

“I’ll tell you later. “ She gave the kid back to his father, who hugged him, tears of joy crossing his cheeks. “Bless you, bless you…” He sobbed as the child hugged tightly with his short arms. “Bless you both.”

“Is there anyone else in there?” Liz said while massaging her pained legs. She wasn’t used to all that running, despite seeing heroes doing that all the time on TV.

“There’s an old lady that lives upstairs,“ The man said as he tried to rock his son to sleep. “But I don’t know if… Whoa!”

A red shadow flashed above them, swinging on a solid strand of web. The man ducked out of the way, shielding his son with his body, only to calm down once they realized to be out of danger. The figure was carrying in her arms a frightened old lady, clinging to her red armor and screaming as she weakly pummeled her armored back. “Careful! Careful!”

“Lady, I told you to close your eyes on the way down!”

“It’s Sp//dr!” Liz exclaimed in pure joy, like a thirsty man coming across an oasis in the desert. She immediately ran down the stairs to follow the red-clad superhero and was so intrigued that she completely forgot about Gwen, the fire, and everything else.

“You, uh, stay safe, citizen!” Gwen said to the man as she rushed to follow her friend.

“Bless you, girls. Bless you… “ The man whispered as he held onto his son, taking a slower pace to reach the ground.

Liz found the old lady on the ground, hugging Sp//dr tightly despite her earlier protests. She was a spry old woman with a grey sweater and black-rimmed glasses, covered in soot but very much alive, to Liz’s relief. Sp//dr was hanging upside down from a strand of web connected to a balcony, glancing back and forth to find a way to evade the all-too-eager and overly grateful woman.

“Oh, thank you, Sp//dr! Thank you…” The woman sobbed as she brought Sp//dr’s head to her chest.

“I'm just glad you're alright,” Sp//dr said in a completely phoned in a gruff voice. The firetruck sirens were drawing near. “They’ll be able to help you better than me,” Sp//dr said, glancing towards the streets as she could see a truck coming around the corner.

“You did enough.” The woman nodded, and after one last hug, went on her way. Sp//dr wiped some sweat off her helmet until she realized she had just seen Liz Allen, who removed her mask to be recognized.

“Oh, uhm… Is everything ok… Young lady?” Sp//dr asked, her voice cracking slightly and resembling the one Liz had come to know and love.

Liz smiled at the attempt, though. This secret identity stuff was silly but necessary, she thought. “Yeah, everything is ok. You were fast.”

“I was in the area.” Sp//dr shrugged. “No biggie.”

“Sure you were.” Liz rolled her eyes, reflectively fixing her hair as she looked at the smooth surface of Sp//dr’s red helmet. She realized that her reflection barely had any trace of cinder on her, and was strangely glad for it. She still looked presentable for the mysteriously charming superhuman, at least...

“I saw you on the stairs.” Sp//dr continued. “With that man. Did he live here?”

Liz nodded.

“Great job, really. I—I’m proud of you.”

“Thank you. You know, they once said to me that you can be a hero, your own hero if you choose.”

“Yeah, you certainly can.” Sp//dr averted her gaze, scratching her helmet coily. Even under all that stuff hiding her body language, Liz could still see that adorably awkward girl. “I can still be your hero if you’d like.”

“Of course.” Liz took one step forward, their foreheads almost touching, only separated by a thin strand of protoplasm.

“So… “ Sp//dr pulled herself up and straightened herself, one hand clinging onto the web strand as she couldn't take her yellow eyes off Liz. Not that Liz minded; she was strangely charming despite being covered in solidified goop. What was on the inside was even better… “I’ll see you around. Take care of yourself.”

“I will,” Liz said as she watched the scarlet-clad superhuman as Sp//dr swung away on her webs and right into another adventure. Gwen came rushing at her, breathing heavily on the way. She leaned against a wall with one hand as she caught her breath.

“Dude!” Gwen bellowed as she pointed to the trails of web, left by Sp//dr, dangling in the wind. “You could’ve asked for a selfie! She was right here!” Gwen pointed at the spot a few inches away from Liz.

Liz sighed, hugging her sides as she leaned on the wall, looking dreamy as she asked herself what new adventure was calling her and if there was a place for her in it next time. She wanted to be by her side... Always by her side... “... Was she?”

“Man, Parker is gonna get jealous if you make eyes with every superhero we meet…”

“What?!”

“Nothing.”

****

Peni Parker was still thinking about that encounter with her friend, and how proud she was of her, even while she was tangling with gang members on a cold night. Two street gangs, the Purifiers, and the Capsules were organizing an exchange of some kind according to the Pack, a deal which involved stolen chemicals from Oscorp. Osborn reasoned that they could’ve helped them trace to the Vulture gang, who was growing awfully quiet these days.

The Capsules were a gang made of mostly Japanese immigrants, wearing bright red pants and jackets, sporting the symbol of a pill on their backs. They were drug dealers and manufacturers for the most part, sometimes weapon dealers. They had a habit of driving modified motorbikes, which Peni thought were massively cool, except when used in criminal activities of course. Peni didn’t care for the gang, but not as much as their partners.

The Purifiers were a fundamentalist gang and the worst kind at that. They were white supremacists and human supremacists, with a rap sheet of hate crimes towards mutants as long as Liz’s arm. They once burned down a neighborhood because they suspected a mutant may have been living there. A teenage boy, who was thrown out of his home by his parents because they believed him to be a mutant, had disappeared without a trace and they were the most likely suspect. She knew that the public opinion wasn't the kindest towards mutants, with their strange and dangerous powers. Powers that they didn't choose to have bestowed upon them and mostly innocent people that were dealt a bad hand.

The Purifiers were each wearing a black shirt, with a creepy white cross drawn on them, as a constant reminder of where they stood according to their twisted beliefs. They believed mutants were the work of the Devil and they were put there to deal with them. Peni wasn’t particularly religious, but she knew that that symbol didn’t mean what they thought it did. At all.

Sp//dr had managed to catch the Purifiers as they delivered a briefcase to the Capsules to an abandoned working site in the middle of the night. The first thing she did was snag the briefcase full of money the Capsules had brought to finance their ghastly dealings as well as use it to smash the face of a thug.

While the bills were scattering in the wind, she descended upon them, unleashing an array of punches and kicks to their deserving faces. The thugs didn’t like that one bit and started shooting at her Her superior speed and her Spider-Sense allowed her to move untouched, knocking them out one by one. “Crime doesn’t pay, you know that?”

She realized something in her crime-fighting career; the worse the joke, the more nervous she was.

“Get her!” A Purifier screamed, wielding a submachine gun and pointing at her with his free hand, his face contorted with pure hate as he barked orders at his accomplices.

“You shall be burned by the holy fire, mutant!” Another Purifier said, drawing a knife the moment he got too close for comfort.

“I’m not a mutant; sorry to disappoint.” Peni jumped over the man as he attempted to stab her in the face.

“Doesn’t matter! All of you abominations shall—”

Peni rolled her eyes, already tired of the conversation and shut him up with an aimed shot of web to his mouth. As he tried to pull the web away from his face, she knocked him out with one punch.

Watching his fellow gangsters getting knocked down one by one, a Capsule was fuming in rage. He was a man in his twenties with short brown hair who wore black-rimmed glasses. He eyed the briefcase the Purifiers brought with eagerness, and then his hand holding a Glock was shaking, unable to even aim at the red-clad superhero.

“Kenji!” Another Capsule yelled while hiding behind a pile of bricks. “What do we do?”

“I’m thinking!” He ducked out of the way as Sp//dr had grabbed another Purifier and thrown him away with considerable strength. “Screw it! We paid good money for this!” He ran to the briefcase and opened it, drawing a blue vial from it. “Bottoms up!” He downed the vial greedily to the horror of his fellow thugs, the luminescent goop staining his chin.

“Kenji, we haven’t fixed it!” The other man ran to try to stop him, but Kenji had gulped down the last drop.

“I don’t care. It feels… Good…” Despite his words, Kenji grimaced in pain while holding his arm. It then exploded into tendrils of red flesh, lashing out at anyone unfortunate enough to come close. The concerned thug was grabbed by the swarm of tentacles sprouting out of Kenji and was slammed against a steel beam, a trickle of blood coming out of his mouth. Peni’s heart skipped a beat, only to calm herself down once he was still moving, albeit groaning in pain and writhing on the ground.

Peni stopped fighting to look at the horrific display even though the other criminals stopped their assault, enraptured by that sight. “What… What is that…?” mouthed under his helmet trying to suppress the urge to vomit.

“Mutant Growth Hormone!” A Purifier exclaimed, watching in pure ecstasy at the transformation, unlike his cohorts. “Harvested from you abominations! For humans to fight back! That is the will of the Lo—” Peni shut the thug up with a webshot to his mouth. “Ben, is this true?” she asked into her communicator.

“Yes. That is true,” Ben said, with not at all veiling sadness in his voice. “There was news of mutants disappearing and this drug on the streets grants temporary powers. It is…” Ben gulped, the words leaving a sour taste in his mouth. “harvested, as that man said. I'll spare you the details.”

Peni squinted from under her helmet, a calm rage dwelling in her chest, “Now I feel even better about beating them up.”

Kenji screamed, and his misshapen arm grew even bigger, enveloping a pile of nearby steel beams. His arm soon turned into a grotesque blob of flesh and metal, pulsating greedily, while crawling on the ground like an angry worm. Its red tendrils were hissing like a snake pit and aimed right at Peni’s protoplasmic hide.

“Peni?” Octavius interjected over the communicator. “Remember that new gadget we’ve been working on in your suit?”

“Yeah?” Peni looked down at her clenched fist. The protoplasm shifted, and electric sparks ran through her forearm.

“I think it’s time to use it,” Octavius said.

“Ok, I just need an opening…” Kenji had thrown his arm in the air with a blood-curdling scream and lashed out at Sp//dr. Her Spider-Sense started ringing like a collection of bells, and she jumped out of the way. The arm had impacted with enough force it left a crack in the cement floor and raised a cloud of sand everywhere. Peni swung around on the nearby steel beams, looking for a moment to strike but the arm had melted into tentacles, crawling out of their way to grab her. “Oh, come on!”

Peni started fending off the tentacles, tying them together with careful web shots, but the Capsule was still too well defended. His face was contorted into an ecstatic grin, reveling in his power. Peni could see his muscles rippling from under his skin that started to tear up. His clothes were slowly ripping apart as more flesh appendages were growing out from his body. She wondered if they'd ever stop or slowly grow out of control and swallow the construction site, that block, maybe the entirety of Manhattan...

Soon, though, Kenji's joy turned sour as Peni heard the dull sound of the sound of something being shot, and saw a black rope being wrapped around the gangster’s neck. “What the hell!” Kenji screamed as his tentacles immediately turned their attention to his neck, growing metal blades at their tips.

“Sp//dr! Now!” A stern voice yelled from above, and Peni dove in, hitting the gangster with her electrified palm strike squarely into his chest. He screamed in pain as electricity ran through him, amplified by the steel he had assimilated, and his flesh started searing, filling the air with the wretched smell of burnt meat. He thankfully passed out before more severe damage could be done, and even his grotesque appendage followed suit, slowly shrinking into a few meaty tendrils. Peni was glad as she saw his body shrinking to its normal proportions and made a mental note to call for medical attention, both for him and his accomplices. Peni knew all too well how that weapon felt like on one's skin.

Peni looked down at the gangster only to see that the rope had what looked like a billy club attached to the end of the rope. She followed it with her eyes to see there was a figure perched on the steel beams on the other end.

“Good job down there,” he replied with the same stern voice Peni had heard before. With a flick of his wrist, the rope with the club unraveled and the rope quickly rolled up, one half of the billy club clicking back in place with the other. Holding the ranged weapon, there was a man with a costume sitting crouched on a steel beam. He was wearing black combat armor, with spiked shoulders, and a helmet sporting a pair of small, stubby horns. His eyes were hidden by red lenses while his helmet was leaving exposed only his lower jaw, showing off just a small hint of stubble.

“Yeah, thanks for that,” Peni said in complete awe, studying the man lest he made a wrong move.

“Hell’s Kitchen is usually my turf, but I’ll let this slide. We have to stick by each other, after all.” The man stood up and shot the rope again, tying it up to another steel beam. Peni could only gather he was a quite tall, broad-shouldered figure. There were red accents intertwined in his armor, making for a striking contrast. “Good technique. Your father would be proud.”

“Wait! You knew my father?!” Peni rushed to reach him, but the man had started swinging away on his rope, moving with surprising speed and agility. He soon ran up the steel beams and jumped to a nearby building without missing a beat. “Who was that? Should I get him?”

“No, Peni, don’t,” May said. “He’s not dangerous, for the moment. He’s an unregistered vigilante operating in Hell’s Kitchen for a few years. He doesn’t like being seen. Wonder why he made an exception.”

“Even the Oscorp security network has very little footage of him, “ Ben added. “They call him ‘The Devil of Hell’s Kitchen’, fittingly enough.”

“And he knew my father.” Peni pursed her lips and looked up to where the man had disappeared into the night. As much as Peni wanted to know what he meant, she wasn’t going to run a second time after a strange man in a costume. Her scar ached at the thought. She only knew she wasn’t going to sleep much that night. Between rounding up the escaped gangsters, and answering some last-minute calls, Peni Parker knew she wasn’t going to rest easy.

****

Some people were used to sleeping during class.

Peni Parker was snoring so loudly one would have mistaken it for a dinosaur that had come back to life.

Her head placed on her desk, smack dab in the middle of a hologram, blaring out like the death rattle of an overweight elephant. A patch of drool formed on the side of her mouth and was dripping onto the desk.

“Is she even alive?” Flash Thompson leaned forward, tentatively poking her back. He got no response but an annoyed groan and even harder snoring from the comparatively tiny girl.

“Allen?” Kenny whispered at Liz's side, his voice almost drowned by the primordial snort.

“What?” Liz winced; Peni’s vibratos reaching deep down in her chest. Her desk was slightly shaking from the noise.

“You wake her up.”

“What?!” Liz sputtered, trying to keep her voice down. “Why me?”

“I ‘unno.” Flash whispered. “Kiss her or something. It will break the curse if you do it.”

Liz rolled her eyes and grumbled under her breath as she approached her friend’s desk. “Peni?” She gently poked at her cheek. “Peni, please!”

“Gaaah! Hulk, don't smash me!” Peni jumped awake, throwing a pencil case in alarm. The teacher, Mr. Warren, smoothly dodged the object, sternly glaring at her.

Peni realized what had happened the moment she heard everyone else in her classroom laughing, and she looked around with her cheeks flushing red, slowly sinking behind her desk in an attempt to hide.

Liz pursed her lips, painfully and clearly embarrassed for the both of them.

“Miss Parker, I think The Hulk will be the least of your problems today.” Mr. Warren said, impatiently drumming his fingers on his desk.

“The day is still young.” Peni shrugged. "He could pass by."

“Clever. You can sleep it off outside of the classroom.” He pointed at the door. “People are trying to learn here.”

“Fine…” Peni grumbled while picking up her backpack. On the way out, she poked the holographic board, changing a couple of digits. “You forgot to carry the one.”

Mr. Warren looked at the board and looked profoundly embarrassed. Another round of laughter was quickly shot down by the teacher’s angry glare and everyone else quickly hunched over their desks, listening silently to the rest of the lecture.

Before she left, Peni mouthed a very quick “later” to Liz. The girl quickly waved with a timid smile before the door shut behind Peni.

She found herself a bench to sit on until the next period and sulked, hugging her knees. It wasn’t her fault that her missions with Sp//dr were so taxing, but tell that to the American educational system.

You do need more rest, though. You’re fatigued. Your reflexes have slowed down by approximately 0.02 seconds.

“Oh, that’s a lot…” She rolled her eyes. “Whatever shall I do?” Peni sang in a mocking tone. Her sarcasm went unheard by the cold, logical AI lodged in her brain.

Also, your norepinephrine and cortisol production has increased. You’re getting cranky.

“Oh, no, I’m not ! What do you know? Since when am I cranky?! Do you know cranky?!” She yelled. A couple of people passed by and threw concerned looks at the girl grumbling to herself. She blushed and partially hid her face behind her hand as she waited for them to go on their way again. “Ok, maybe a little.”

I worry for your safety, Peni.

“Thanks, Sp//dr.” She sighed. “Are there any other symptoms I should be aware of?”

Auditory hallucinations, hypertension, loss of weight...

“Hey, I could use some weight loss.” Her stomach started gurgling. “And there you go.”

You need more calories. Also, you should start to replace your protoplasm. And some injections of repairing nanomachines wouldn’t hurt. You suffer some microfractures every day. That will add up.

She looked at her open hand and slowly passed a finger over her knuckles. She knew that part of her bones had been hollowed out, her bone marrow consumed by nanomachines and replaced by protoplasm. Protoplasm sophisticated enough to even replicate white blood cells, but still artificial tissue.

There was less of Peni Parker even under her skin.

“Yeah, about that, I wonder… What are we going to do, Sp//dr? With our lives, I mean. What will happen when New York is protected? Will it ever be?”

I don’t know, Peni.

“Yeah, I bet my father was asking himself the same questions. And he died before he could answer that…”

What will happen to us? Where do we go from here?

Sp//dr sounded genuinely worried. The inflections in his voice were subtle. No one else would’ve picked them up unless they lived with him 24/7, sharing a headspace. “I don’t want to think about this, yet. Maybe I should just be me in the meantime… Just live…”

“Thinking about what?”

Peni looked to see that this voice wasn’t an auditory hallucination, but very real and very familiar.

“Oh, Lizzy.” She leaned on the bench, one hand under her face in an effort to look casual. “Just talking about stuff with Sp//dr. Avengers stuff.” She stood on the bench to reach Liz’s ear to whisper. “The Wasp was here, but don’t tell anyone!”

“The Wasp was here?!” Liz yelled elated, defeating the whisper’s purpose in the first place. She looked around in search of possible superheroes, adjusting her hair to look presentable.

“Yeah, well, no.” Peni shook her head. “Just joking.”

“Well, that’s better.” Liz chuckled. “Gwen would’ve been pretty angry if she missed the Wasp and I didn't call her.”

“She’s pretty easy to miss, she’s tiny. But look at me, talking about work!” She chuckled, jumping back down on the floor. “You got plans after school?”

“Well, how about you? You looked pretty tired back there.”

Peni groaned. “Spider stuff, you know. Last night it was pretty weird. We should get somewhere where I can talk your ears out.”

“Well, I was thinking about something. Something silly, really.” Liz looked away, brushing her own blonde locks.

Peni could see the faintest hint of a blush on her cheeks, but she paid no further attention to it. “You know there’s a place back in town. We could have some fun for an afternoon and don't think about Spider Stuff."

She snapped her fingers and pointed at her friend. “You had me at place.”

“I was thinking we could hang out there. You know, get ice cream, buy something nice.”

“Well...You had me at hanging out, too.”

She lifted herself up on her toes, trying to look Liz in the eyes. For some reason, her blue eyes wandered off, trying everything not to meet her gaze. The rosy tint on her cheek persisted and Peni couldn’t help but think there was something endearing in that.

Cute, even.

She then realized she had used the word ‘cute’ and something in her head just clicked. Something that the heart of a teen could begin to understand just fine.

“I—I like you. I—I mean…” Peni stammered, drawing a quick, quiet giggle from her friend. “I like hanging out with you.”

Leaning from the classroom’s door once the lesson was over, Flash, Kenny, and Gwen looked at the endearingly awkward pair of girls.

“Man, you were so right,” Gwen said, shaking her head. “Those two are hopeless.”

“Told you,” Flash said. “She’s a dork. Even while flirting.”

“Wait… Are you talking about Allen or Parker?” Kenny asked.

Flash looked down, scrunched up his lips as he thought up an answer. “Yes,” he said with absolute certainty.

Chapter 6: Because I love you

Chapter Text

In a very short time, Sp//dr became a sensation.

The mechanical lull of the city of neon lights, of rising smoke, and hunks of metal slowly floating above rivers of concrete was finally broken by the scarlet-clad vigilante’s exploits.

After her spectacular debut, the unpredictable pair started slow, easing themselves in the nightlife. They were much more modest than the Avengers and their world-shaking adventures, yet much more in the public eye than the elusive mutant vigilantes known as the X-Men. Despite the public still being unsure of her, the results were quickly seen; every adventure was on the first page of the Daily Bugle.

Rumors spread of reduced gang activity due to a mysterious vigilante beating the thugs up and leaving them all webbed up and with just a few broken bones, a large supply of Mutant Growth Hormone left behind for the police to find.

People were being interviewed about suddenly getting snatched from the air before they fell to their doom or were hit by a car, and brought to safety by a mysterious being that swung on webs with hardly a word but a quip.

All of this was done by that scrawny little girl who has been rambling about Atlantis as long as Liz has known her. And Liz loved her for it.

“I don’t really think the Fantastic Four organizes trips to Atlantis, Peni,” Liz said as she watched Peni Parker fiddle with the keys to her house. Her uncle was deeply set against using an electronic lock as they could be hacked easily and Peni agreed wholeheartedly, mostly because that’s exactly what she would’ve done.

“Well, they should. Can you imagine how many people would want to see it? It’s an indescribable scientific discovery! A lost city inhabited by another human subspecies! Incredible technology! Fauna and flora never seen before!” Peni stopped to yawn loudly, her enthusiasm quickly seeping out of her body like a flat tire. “And I really want to see it. Like, a lot.”

“Isn’t it underwater? Does that...” Liz lowered her voice, glancing backward in case someone was listening. “...Armor you wear allow you to breathe underwater?”

“We are working on that, but until then, they can provide us with a bathysphere.”

“Also, the sea monsters. Aren’t there sea dragons that the Atlanteans ride into battle or something?”

“I can take a sea monster.” She turned towards Liz and flashed a co*cky smirk that drew a quick giggle from Liz for how cute it was.

“Really?” Liz rolled her eyes and casually leaned on her friend’s shoulder. “Because last time I saw one, it took The Thing to take it down. Are you stronger than The Thing?”

“Yeah, why not?” Peni laughed it off, playfully flexing her bicep. “I’ll tie him up with my webs, and then punch him in the face. So far it worked. I’m pretty strong.” Peni opened the door, and took off her shoes with Liz following suit; her friend’s house, her rules, after all. “But seriously, though, one day I’ll have to ask. Maybe Oscorp can open a student exchange program with the Fantastic Four. Maybe they’d allow me to bring a plus one.”

“Wait, a plus one?”

“Yeah, you. I’d love to go with you… I promised I’d take you there, you know?”

“You remembered?” Liz reached for her hands, timidly brushing her fingers against her friend’s only to pull out at the very last second. The two of them exchanged an embarrassed gaze before both dissolved in a nervous giggle.

“Your, uh… Y—Your folks aren’t home?” Liz gasped out, trying to change the subject. Liz looked around, her eyes following the trail of Japanese theater masks scattered on the walls to the half wall separating the kitchen from the living.

“N—Nope.” Peni scratched the back of her head. “They’re back at Oscorp, doing secret Oscorp stuff. They like to call it that.”

As the two started walking into the living room, a rich, commanding voice came from behind the couch. For some reason, her Spider-Sense was tingling ever so slightly. Not enough to be a danger, but enough to be a concern. She didn’t have time for concern. “Mentioning that something is secret makes it less secret, Miss Parker.”

Peni protectively stepped in front of Liz on an instinct. “Who are you? What are you doing in my house?” she growled out.

The man stepped up from the couch, casually adjusting his leather duster. He was a middle-aged man with rich, dark skin, and a dark brown eye, the other one covered by a conspicuous leather eyepatch, with a gaudy web of scars poking out from under it. He had a bald head and wore his beard in a scruffy goatee. He moved calmly, his hands behind his back as his one eye inspected the rest of the living room with a faintly amused look. His boots were creaking on the wooden floor as he approached the two. “Name’s Nick Fury. General Nick Fury.”

“I don’t think we ever met…” Peni looked around, halfway expecting a gaggle of mooks bursting from the walls. “What’s the director of S.H.I.E.L.D. doing behind my couch?”

Peni tried to keep herself calm and collected, but it wasn’t every day that the most powerful man in the world was prancing around in her living room. The Director in charge of the biggest organization dealing with superhuman affairs, the man that Captain America himself takes his orders from, ideator of the Avengers Initiative, was now under Peni’s roof, staring down at her, and her best friend with his cold, calculating gaze.

“Sorry to come here uninvited…” he said with an imperceptible grin that suggested he wasn’t sorry at all and would do that again. Even that very same day, if possible. “I’ve heard a lot about you, Peni Parker. Top student of your class, if not of Midtown High, Ivy League candidate, Disney musical reenactor…”

“Does the government like musicals?” Peni asked.

“Everyone does. But not everyone swings around on a web, with the full support of a multi-millionaire corporation. I had to see what the fuss was all about, as we say.”

“You know about…” Peni gestured towards her chest, describing a small circle with her hand over her chest. Sp//dr let out a half-hearted screech from inside her chest pocket.

“It’s my job, Peni Parker. I know things. I have to know things. Besides, you’re a pretty notable person for the right crowd.” Fury stepped forward and rested his hand on the couch’s backrest, inspecting the tissue with his fingers. “Every night you give people a reason to talk about you.”

Peni crossed her arms, studying the man’s movement with care. “We do what we can at Oscorp. Not my fault if costumed maniacs want to start trouble.” She glanced behind her to look at Liz, who was trying her best to look calm as she intently listened to the man without making a sound.

“The higher-ups are noticing you, too. The world is changing, Miss Parker. Doing what you can may not be enough.”

“I know.” Peni nodded. “That doesn’t mean I should give up.”

Fury shrugged and started walking around in the living room to admire the Japanese masks hanging on the walls. “Besides, your secret is safe with me and Allen here, if you’re worried about that.” That was the first time he acknowledged Liz in the room, making her taller girl flinch. “This next war is not being fought with bombs and guns, but with superhumans. Our government currently has the edge with our Avengers Initiative, but corporations are getting into this game, as well. This worries my superiors.”

“You said that this next war is already being fought…” Peni muttered, her hand reaching for Sp//dr to give him a quick pat from inside her pocket to calm him down.

“Atlantis exists, and a tenuous agreement and the word of one of the smartest men in the world is keeping us safe from them. Superpowered terrorists are popping out everywhere, sometimes right on our home turf. How’s that winged killer, by the way?”

Peni felt a slight pang of pain in her chest, right where her scar was. “Hope I never see him again.”

“Give my regards to him next time. Then there’s the Brotherhood of Mutants, happily declaring war on our species, and, dulcis in fundo , the alien invaders that were one minute away from blowing up the planet. The war is real, Miss Parker. Whose side are you on?” Fury walked his way to face her and slightly bent over to meet her gaze with his one, all-seeing eye. Peni saw her face reflected in that cold mirror and met the director’s gaze without flinching.

“I’m not on anyone’s side, sir. I try to do what I can. I try to protect and save as many people as I can. Like my father before me. I’m not a soldier, let alone a super one.”

“Those drug dealers with the orange jackets on motorbikes would surely disagree. We have recordings. Not many Peni Parkers around can bench press a car.”

“I’m just… Me.” She looked at her open hand, her bones creaking weakly as she slowly clenched her fist. She knew that part of those had been hollowed out, her bone marrow consumed by nanomachines and replaced by protoplasm. There was less of her even under her skin, now that she thought about it “No more, no less,” she said quietly, ignoring that morbid thought.

“Noble words, Miss Parker. But noble words don’t win wars. We will see where you stand once we get there. Still, I have to admit that Oscorp got herself a good test pilot. You guys have a good thing going on.” He steepled his fingers, carefully hiding a slight smirk. “It would be a shame if someone here had the power to shut it down.”

Peni immediately glared daggers at Fury, both fists clenched at her sides. “Have you come here to threaten us?”

“Oh, no.” He shook his head with an amused chuckle. “More like a threat assessment .”

“Holy crap...” A burst of nervous laughter escaped Liz’s lips, as her stone-cold facade cracked under the pressure. “S.H.I.E.L.D. keeps tabs on me.”

“No. You just send more messages to Parker’s phone than her family, friends, and colleagues combined. It would be impossible to get you out of the equation.” Fury said while barely acknowledging Liz, his eye still pointed at the still fuming Peni.

Peni chuckled, stealing a glance towards her friend. She instinctively ran a hand through her hair to slick it back slightly, averting her eyes as she tried to hide her flushed cheeks. “Really?”

“I like talking to you…” Liz’s hand slowly reached for Pen’s again, trying to hold on to it, but something clearly snapped inside her, as she pulled away and lashed towards Fury, pointing her finger at him. “’Wait a second, you were the one that deleted those pictures! We’ll take care of that? Does it ring any bells?”

“Not me personally, but, yes, I gave orders for that.” He nodded, looking completely unashamed of the fact and sounding even a little bit bored that Liz had arrived at that conclusion now .

“Why?” Liz asked, looking at him with a mix of confusion and horror.

“Because I couldn’t let a teenager have the very first known pictures of a new breed of superhuman. You’re lucky I got hold of those before someone else did. Someone else that would’ve paid good money to study her modifications. To find out how to replicate it—or neutralize it.” He held up his hand and clenched his fist as if he was slowly crushing something within it. “Someone else that could’ve made real damage. And you’re lucky the Bugle got their hands on just a blurry picture.”

Peni realized he had a point. She hated him for it, but he had a point. Liz wasn’t convinced at all by that as she kept lashing out. “Really? What are your plans for Peni, then? You waltz in here, talking about threat assessment. What makes you think you’re not the threat? What assures me you don’t want to harm her? Do you want to do some damage, Mr . Fury?”

She hissed the last words, taking great pain in hissing that last ‘Mister’ part. Liz jabbed a finger on his chest, even if the man did not budge. As much as she feared him, Liz knew there was something more important at stake. She couldn’t let him think of Peni Parker as a pawn, an asset, or worse. And something inside Peni changed when witnessing that; even if treading on very thin ice, she felt so indescribably safe in Liz’s presence.

His cold, brown eye scanned her as if staring through her friend’s soul for a moment; the slightest twinge of fear gripped Peni’s heart, growing into a claw slowly tightening around her very soul… Until the man started to laugh. A raucous, obnoxious laugh, and filled with very convincing mirth.

Liz downright looked miffed at that shameless display, and removed her finger, crossing her arms while waiting for the man to finish.

“Congratulations, Miss Allen. No one talked to me like that since the Gulf War.” He wiped a small tear coming from his only eye. “I suppose that my word won’t be enough to assuage your suspicions?”

“Nope.” Liz shook her head, looking even more offended now that the man had slipped his cold mask on once again.

“Good. Then I’ll grant you a boon. The greatest boon a man like me could give. Information.” He turned to Peni, slightly bending over to meet her with his steely gaze. “You mentioned your father. Do you know why he left S.H.I.E.L.D. to work on the Sp//dr program?”

Peni shook her head, her heart thumping faster and faster in her chest as the man leaned closer.

“Because I ordered him to.”

Peni’s face completely lost color upon hearing that. She swallowed loudly, feeling like she’d been hit with a sack full of bricks as she reflected on the implications. She took a deep breath, collecting herself and hitting the man with her own bombshell. “Was this because of the Arachne protocol?”

Fury’s stony facade finally showed a noticeable crack, as he briefly opened his mouth in a stupor and swiftly closed it again, muttering something before quickly composing himself. All of this lasted a few seconds, but enough for Peni to feel like it was a small victory over him. “...Where did you get that?”

“I, too, have secrets, sir,” Peni answered with a proud smirk. “Why are you telling me this?”

“Because I can see that you have potential, and judging from that blank look in your eyes, you had your first foray with death.” He pointed at her chest, and she clutched at her shirt. Peni turned towards Liz, drawing a look of pure compassion in her warm blue eyes. “I was your age when that happened. If it makes you feel better, you get used to it.”

“Can you… Can you tell me more? You can’t just drop a bomb like that, and walk away.”

Fury shrugged as he started to walk towards the door. “When you're ready. Think of it as an early Christmas gift.”

“So… You mean you’re just going to vanish in thin air?” Liz said, slightly shaking her clenched fist. Peni’s friend was quite angered that he could just spoon-feed information like that and think he could waltz his merry way out.

“Actually, I was thinking of using the door. My ride is waiting for me. Good luck, Parker, you’ll need it. And to make things more even between us...” Fury took out his phone from his duster’s pocket and flicked his fingers on the screen. Peni’s phone buzzed weakly from inside her backpack. “Now you can contact me if you need it.”

He strutted towards the door without even looking at them, ready to disappear just as suddenly as he came into their lives. But before he was out, the man turned towards Liz, his cold stare meeting hers. “And you too, Miss Allen.”

He then left, and closed the door behind him, his leather-clad form passing outside the window, and then turning away.

The two girls were left in pure shock and confusion, the significance of that encounter hitting them like a sack of bricks.

Peni started breathing slowly and heavily, her green eyes looking at the ceiling, trying to calm herself. Liz didn’t say anything but instead waited for her friend to calm herself down until they finally realized that they had been holding hands the whole time. Not that any of them minded it.

“Liz?” Peni finally asked, timidly lifting her haze towards the taller girl.

Liz took a deep breath, moving her bangs from her forehead to give Peni a clear look at those beautiful baby blue eyes, still not letting go of her friend’s hand. “Yeah?”

“I…” Peni looked down, timidly scratching the back of her head. “That was the coolest thing I ever saw. Thank you. You’re the best.”

Liz smiled, turning her head away not to be seen as her cheeks flushed a deep red, still playing with a lock of hair. “...You’re welcome. Can we talk about anything else now? Do anything else now? Please?”

Peni shrugged, gently squeezing her friend’s hand as she nudged her towards her room upstairs. “Wanna see some episodes of The Secret of Blue Water?”

Liz nodded and spoke softly. “Gladly.”

The two girls then went upstairs, still holding hands, talking about Atlantis, and trying to start their day just as normal girls, even just for a little while.

****

Nick Fury calmly walked to the black van parked a few houses away from the Parker’s, throwing one last look towards the house. He then entered the vehicle in which a woman with the sides of her bright red hair shaved short and kept long on the top and sporting sunglasses was waiting for him in the driver's seat.

“So, what do you think, Nick?” the woman said in the faintest Eastern European accent, checking the rear mirror before turning the ignition key.

“I think that girl will go far. I don’t know where, but far.” Fury pressed a button on his communicator. “Tell Captain Rogers to gather the rest of the team. We’ll be off in two hours. Yes, Romanov is with me.”

“You think she is Avengers material already?” The woman flashed a brief smirk as the van took off. “Want to start a Young Avengers initiative?”

“Not yet. I’m still making up my mind about her, but she did impress me enough.” He steepled his hands. “I’m considering it.”

“What about the other girl?” the woman nodded slightly towards the road, indicating towards the house. “The tall, uptight one?”

“For her own good, she’s irrelevant. Feisty, though.” Fury chuckled. “I can understand why Parker likes her so much.”

The woman rolled her eyes and followed with an annoyed groan. “We’ll talk about who likes who and paint each other’s nails later. More importantly…” She lowered her sunglasses to look him straight in the eye. “Does she know ?”

“No.” Fury shook his head. “And if she does, she’s hiding it very well.”

“Should we do something about it?”

“Not yet.”

With that, the most powerful man in the world closed his eye and enjoyed the rest of the ride, the whole time thinking about how to hold together the pieces of an already broken world.

****

“So, tell me again about Liz Allen.”

Doctor Octavius swiftly worked her tentacles over the holographic consoles, the tiny pincers grazing the air to input her commands with surprising speed. Peni always looked in amazement at the nimbleness of those appendages, even while inside yet another glass jar.

She was placed there for a regular checkup; the ports in her skin connected to wires to monitor her vitals, while her body was submerged in the sterile, greenish solution. She sucked in a lungful of the oxygen-rich liquid as she yawned, hoping for the check-up to end soon so she could get back to her business.

At least she had the company of Doctor Octavius and Doctor Morbius with her, even if they were in full ‘nagging parents’ mode.

For some reason, Peni wasn’t ready yet to talk about girls with Ben and May yet. Those two were a neutral voice on the whole matter, and, as far as she was concerned, they showed themselves to be knowledgeable and warm, even regarding more worldly matters.

It took her mind off that elusive Arachne Protocol she kept dreaming about every night, uttered by the ghostly lips of her father. It was a knowledge he entrusted to her, and to her alone.

“ She’s my best friend. We’ve known each other since we were eight .” She couldn’t talk under the fluid, so they provided her with a text-to-speech generator, complete with a holographic interface. Her voice’s recreation was surprisingly faithful at least. Still, she wished they didn’t make her sound so… tiny. “ And, ever since knowing about this, about my powers, she’s always been a shoulder to rely on. She told me I was in over my head, too, and, I don’t know… “ Peni shook her head. “Ever since all of this started I've been looking at her differently. And I like what I see. ” Peni chuckled.

“Awww, childhood friends.” Octavius snickered, her pincers clicking all at the same time. “Classic. You have known her since you were a kid, you grow comfortable around each other, and then something changes in you along with her...” The scientist’s tentacles lifted her up from the ground, her closed hand resting on her cheek as she sighed dreamily. “We all went through with that.”

“ Yeah, she saw my Atlantis lunchbox, and we hit it off from there, ” Peni continued, amazed at how the relatively thin tentacles could hold the doctor’s weight without budging. “ When school was over, they couldn’t get us to stop talking if they tried. Her mom invited Ben and May to lunch, so we could play together upstairs till evening. ” Peni leaned forward, the palms of her hands pressed against the glass surface, a warm smile spreading to her face. “ That was a good day. ”

“Considering your endorphins level when talking about her, yes, we could say it was,” Morbius said, as he tapped on a monitor with his bony finger. Peni lightly blushed at that comment; sometimes she forgot that during those checkups they could look inside her, even literally.

“And she knows about your powers,” Octavius said, quickly composing herself as her feet were walking on the linen floor again. “You sneaked out of the lab to tell her that news. Must be a really special girl.” She crossed her human arms, throwing a slightly impish look.

Peni blushed, trying to hide her cheeks behind the foam floating in the container. “ I’m still sorry for that. ”

“Honestly, it’s all in the past, Peni,” Morbius said. “We had a rough start, but you’ve been a blessing for our company and the city so far.” Despite his stern look, his words really swelled the young girl’s chest with some well-deserved pride. “And about your friend, one day the program will go public. She could get a book deal, one day. ‘I knew the Sp//dr’s pilot before she was cool’, that kind of thing,” Morbius said, making little air quotes with his fingers.

Peni chuckled a bit and shook her head. “ I never know when you’re joking, Doc .”

“Good,” Morbius replied without taking his eyes off the screens.

“But tell me again about this girl. Have you ever liked another girl before her?” Octavius removed her glasses and raised an eyebrow, her tentacles all standing upright and leaning forward as if coming to listen to the discussion.

“No. I never liked anyone that way. I just never thought about it. ” Peni leaned with a shoulder against the glass, careful not to cross her cables. “ I just never thought of anyone that way. No one ever made that impression on me .”

“I see…” Octavius nodded, tapping her finger on her cheek.

“ Liz is so nice. She listens to me rambling for hours and never raises her voice. And she was always so patient… And… And kind! I once puked on her shoes and she didn’t even get angry! ” Peni groaned, hanging her head over her chest. “ I found out on my birthday that I was mildly allergic to nuts. ”

“That was more information than required.” Morbius grimaced, grinding his teeth. “If she still wants to kiss that mouth, I think she’s the one, though,” The Greek doctor said, quickly composing himself and going back to inputting the data. “You should go for it.”

“ Thing is… I think there may be more to it .” Peni hugged her shoulders, basking in that slight warmth growing in her chest as she thought about Liz’s blonde locks glistening in the dawn. “ We almost kissed .”

Octavius opened her mouth, shaped in a perfectly round o, then cleared her throat. “Well, this complicates things. Or make them easier.”

“Could really be either way.” Morbius had finally moved away from his computer and walked next to Octavius, now fully engrossed in the discussion.

“But you didn’t kiss,” Octavius said with a slight nod of her head.

“ Nope .” Peni shook her head. “ It was going to happen, though .”

“And you wanted it?” Morbius asked.

“ ... Maybe? I don’t know. But she seemed to want it. Then her father arrived. Maybe if he had waited for just a couple more minutes .”

“Have you two talked about this?” Morbius asked, his hands clasped in front of his face. “Because I think you really should talk about it.”

“ We haven’t talked about it. It would be… weird. We’re friends. We just haven’t made this an issue .”

“Well, I haven’t tried to kiss all my friends,” Octavius said, looking dreamy as she leaned on her tentacles on the floor. “I mean, not all the time. Sure, there was that time at college, and we had too many schnapps, and she thought I looked so cool… Her words...”

“ Do you guys think I should tell her about it? ”

“Yes,” both scientists said at the same time, complete with a smarmy little nod.

“You could really have something special on your hands, Peni,” Morbius said, stepping forward. “Don’t let it pass by. I think this is one of the few things in this world you shouldn’t worry about. Even the machines agree with that.” Morbius let out just a small, almost inaudible chuckle.

Peni was left speechless, floating in her glass tube. She had never heard so many words coming from the stern and taciturn Morbius. Uplifting words at that.

“What worries me now though is Fury.” Octavius’s jovial disposition quickly slipped under a frown. “The nerve of that man. We had a deal. Several of them. Who do you think supplied S.H.I.E.L.D. with their new armor?”

“ Oh, yeah, Fury. ” Peni was so focused on her own problems that she forgot that she lived in a world of superhuman cloak and dagger. She almost preferred the relationship problems by that point… ” Do you think he’s trouble? ”

“Short answer, yes,” Morbius said, furrowing his brow, and clenching his fist in anger. He got up from his chair and pounded something on the holographic interface. “But not right now. Unless he comes waltzing in here and pretends to stick you in a star-spangled suit to go off and fight his wa—”

Morbius descended in a coughing fit, so violent that he had to hang onto the wall so as to not fall to the floor. He pushed a handkerchief against his mouth, muffling his ever-increasing cough before he stormed off the room. He gestured something to Octavius to deal with another machine before he closed the door behind himself. Peni swore she could’ve heard some cuss words in Greek. At least she thought it was: she hadn’t yet learned the difference between ‘dumping something’ and ‘taking a literal dump’...

“So… I think we should finish the check-up.”

Octavius started rambling on with herself, talking about replacing Peni’s blood, checking up the processor of Sp//dr, determining the data influx from her cortex, injecting nanobots to repair the microfractures…

All things that made her wonder… How much of Peni Parker was still under her skin? How much of Peni Parker was left there to hold and love?

****

“So, tell me again about this ‘associate’ of yours…” Adrian Toomes touched his brow ridge again, relieved that it wasn’t swollen anymore. Finally, he didn’t have to invent silly excuses to mask that black eye to everyone, even his wife and kid were questioning him about it. Phinn was sitting at his station, surrounded by holographic screens as he frantically searched for something in the city, using that same surveillance tech Oscorp thought had under control. He smiled at the irony every day.

“A brilliant young man, Ade. He’s called O’Hirn. Alex O’Hirn.”

“I’m just glad he’s not stealing our gimmick. We are the winged freaks.” Adrian chuckled a little to himself, while his partner looked at the screens with the same stoic, unfeeling look he always had plastered on his face.

“He said we’ve been an ‘inspiration’, so he got his hands on some repurposed Stark Tech from the Maggia’s Black Market and fashioned himself a remote-controlled mech. He talks about a possible partnership. Sharing the fruits of our labor.”

Adrian whistled in admiration. “Where did he get that stuff?”

“His father has connections; whatever that may have meant. I suspect that our benefactor had a hand in it.”

“I thought we were the favorites. I’m hurt.” He slowly placed an open hand over his heart, closing his eyes and making a mockery of grimacing in pain. Phinn just glanced at him before going back to his work.

“It’s all business, Ade. We’re here to supervise. If the plan goes well, we might make this a joint venture.”

“The Rhino and The Vultures.” Adrian clicked his tongue. “Just a few more animals and we’ll have a petting zoo.”

“Rhinos and Vultures should be apt in getting rid of a spider.” Phinn flashed an imperceptible smirk.

“Oh, yeah. That little creep. I heard her voice, you know? She tries to hide it, but she’s just a little girl.” Adrian cracked his fingers, eager to feel his fingers around her throat.

“She will show up.”

“What exactly O’Hirn’s target this night’s foray?”

“An abandoned city block. He’s going to level it, so the lot’s price will be lowered, and his father will get his hands on yet another chunk of the city.”

“Real estate?” Adrian snorted. “That’s what we’re doing now?”

“It’s a living.” Phinn shrugged. “Besides, we just have to monitor his performance. Heard there are some squatters living there, but…”

“But?” Adrian raised an eyebrow.

“I hope they find another place. You know, it would be a shame if something happened…” With a flick of his finger, he conjured an image of an old neighborhood in the outskirts of the city, and promptly deleted it from the map, leaving only a blank space...

****

Liz Allen wondered if she had to call the police before following Gwen Stacy anywhere , just in case. Being driven to the dirtiest part of the outskirts of town, in a car that smelled like smog and burned rubber, surrounded only by run-down, abandoned terraces, by a girl that looked like a prison sentence waiting to happen; maybe wasn’t the best idea. On the other hand, Liz did call her to unwind and her friend’s interesting approach to things could help.

The car stopped in the ruins of an abandoned neighborhood. The only signs of life were a pair of very noisy cats and a litter of co*ckroaches crawling all around under them.

“Well, we’re here,” Gwen said, turning the car off. “This is the place.”

Liz silently looked at her, taking a long puff of smoke. “Relax, I didn’t bring you here to kill you. Where would the sport be?” She got out of the car and headed for the trunk.

“You always say stuff like this when hanging out?” Liz followed her out of the car. Gwen came back carrying a baseball bat and a bag. Liz wasn’t reassured by that sight.

“You obviously need to hang out with more people.” Gwen placed her bag on the ground and took out a ball from it. Liz looked around, following a small humming noise. There was a hunk of metal on the ground. At a closer look, it was some kind of drone, one of its rotors stuck under a piece of rock. The camera was covered by a somewhat fresh hand of black paint.

“Is that what I think it is?”

“It’s an Oscorp surveillance drone.” She tapped the machine with her foot. “I busted this out a week ago. It's still not considered offline so they won’t replace it. This place is completely off the grid.” With that, she threw the ball in the air and hit it with her bat, sending it flying straight through a glass window. “Which still doesn’t mean I want to kill you.”

“You’re not reassuring.” Liz sighed and leaned on the car. “So, that’s what we do? Petty vandalism?”

“My vandalism is not petty, princess. It has a purpose. A social purpose.”

“You were right. Your dad will arrest you one day. So, what do we do?”

“Hang out?” She licked one finger, checking the direction of the wind, and threw another ball, this time smashing an upper floor window. “You called me. You sounded stressed out. We can unwind. Talk about boys. Or girls, if that’s what you like.”

Liz groaned and stepped forward to grab a ball and throw it herself. She only managed to toss it a few feet ahead and sadly rolled into a nearby sewer.

“Nice shot.” Gwen grinned.

“Shut up.”

“So, after that sad display, you can tell me what’s the matter. The only ones that will hear it are me and Mr. Drone.” Gwen decided to mix things up a little and threw a pitch. Another window got promptly shattered.

Liz whistled. “Nice.”

“It’s all in the wrist, princess.”

“So…” A co*ckroach skittered near Liz’s foot, startling her. She let out a small shriek of disgust but quickly repressed it once she saw Gwen suppressing a fit of impish laughter. She sighed, and crawled up on the car’s hood, sitting with her legs crossed. “Remember that time in front of the principal’s office?”

“Yeah. Good times. I think Flash asked me out after that.”

Liz shuddered at the thought. They were flirting. The world wasn’t ready for that. “What did you say to him?”

“I didn’t say no if that’s what you’re asking. We talked about the photo. Apparently, they think it’s cool.”

“Were you the one who took that photo? You said you had something going on back there.”

“Oh, hell yes, I was. The very first photo of the new vigilante. I got some money out of it, and guess what, now I'm sort of famous. The school thinks I’m an “asset”...” She did little air quotes with her fingers. “My dad is not angry with me anymore. Everything's coming up well for old Gwen.”

“Did you happen to see her up close?” Liz asked.

“Nah. I was too far, and that costume covered everything. Now she’s got a new one, and it looks even bulkier. Really wish I got a photo of her new look. The Bugle would pay good money for that one.”

Liz let out a small, nearly imperceptible sigh of relief. As much as Gwen’s intentions were good, there were too many people knowing Peni’s secret. Although, if she had to choose, she would’ve preferred Gwen to know it and not Fury.

“I don’t know if I’ll keep this up, though.” Gwen continued. “Best case scenario we’re going to play at the Midtown Prom, get drunk, get paid so I can skip town and study to be an architect somewhere else.”

“Really?”

“Nah. But I like to think about it.” Gwen sniffled the air and retched. “The hell is this? It smells like burnt toast or something.”

“Hope it’s not your car.”

“Who cares? It’s stolen.”

Liz froze up, and got her hands off the hood, realizing too late she got fingerprints on it and was now an accomplice.

“The look on your face...” Gwen chuckled.

“You’re awful,” Liz groaned.

“I know.” She chirped in a faux sing-song tone. Gwen immediately dropped the cheeky facade, and handed Liz a ball, offering it with a warm smile. “Throw this first. Then you can tell me what’s bothering you.

“That’s a good question, really.” She picked up another ball and this time aimed square for one of the windows remaining. It went straight through it. She couldn’t help but make a small fist pump in celebration. “It’s Peni.”

Gwen blinked. “Well, she can be a little exuberant, but she’s cool.”

“She’s different. She lives in another world. A scarier, bigger world and I don’t know if I want to live in it. But I want to stay with her regardless.”

“You can say it if she's an alien. I won’t tell. Unless it’s one of those giant bugs that showed up in Nevada. I’m totally snitching on that.”

“You know what I mean.”

“Not really, but hey, I’m your confessor. No one else will know.” The broken drone squeaked as if it was in pain. It started vibrating as if it was going to take off again, but Gwen poked it with her bat, stopping it from taking off. “Especially not Oscorp.”

“At first, before all of this started I thought I got her. And I got me. But things have changed. They keep changing every day. She keeps changing every day. Yet, she’s taking it as a fish takes to water. I mean, she’s doing stuff I never dreamed about. That I never dreamed of her doing.”

The other girl listened in silence and lit up another cigarette, the faint light shining on her mouth piercing.

“The thing is…”Liz continued, rubbing her hands to get rid of the sweat. “So much has been going on… The gangs, superpowered people, aliens coming down from the sky, ready to destroy us.”

“Gotta hand it to them, they made a mess in Nevada. Still, we got a nice show out of it. Beats anything on HBO."

“Do you ever take anything seriously?”

“Nope. You’ll live better once you stop doing it.” Gwen took a single puff of smoke while Liz stood there, thinking about what she had to say. The girl was feeling uneasy, but the strange quiet of the night helped. Perhaps a little too much.”

Liz blinked. “...Where was I?”

“Aliens.”

“Right. The aliens. And everyone around is taking this well. Not just her. I feel like I'm crazy because I want to tell everyone it wasn't okay and they act like it was. The Norse God of Thunder walks among us and stops the planet from getting swallowed by a black hole, and we accept it as a fact.”

“It’s a defense mechanism, princess. The school’s shrink talks about it almost every day. It’s better than going nuts. Sounds like you envy her for taking it so well, though.”

Liz gulped. “I do. I hate myself for it, but I do. I wish I had her strength.”

Gwen grew quiet and quickly finished her cigarette, putting it out by squishing it with her bat.

"She went through it a lot better than I did. She got back on her feet again and again and I can just be here and mope. Yet, I still like spending my time with her. And I can't even tell her how I feel about it. About her."

Gwen placed the bat on the ground and used it as a support, shifting her weight from one foot to another. Her pale green eyes were fixated on Liz still.

“I wish I was worthy of her despite that. Yeah, worthy." Liz looked down and hugged her shoulders. "I know it’s screwed up, but I don’t know a better word. I’m not perfect, she’s not perfect, but it doesn’t matter. I want this to still work despite everything else. I don't even know what this is anymore but I want to. Despite me. I’d want things to go back to the way they were, but I know they won’t. I want to make it through this. I want us to make it through this. “

For a moment Liz Allen felt at peace as if she shrugged off a huge burden from her shoulders. There was a strange quiet in the air despite the usual sound of sirens piercing the night. It was still New York, after all. The night sky was peaceful and the air was fresh, despite still smelling of burned plastic. Liz couldn’t help but smile at the night sky, and the moon surrounded by the uncountable stars…

Until Gwen burst into triumphant laughter, and shouted at the top of her lungs, nearly causing Liz to fall from the car.

“I finally got this! Oh my God, it was so easy!”

“Wait, what is it?”

“You’re in love with her!” Gwen clapped her hands in victory.

Liz hugged her own shoulder, her cheeks flushing with a strange warmth as she let those words she never dared to say to herself wash over her. “...Was it… Was it so obvious?”

“Dude, you should’ve seen your face while talking about her. You had this huge grin. You were dreamy . I’ve never seen people looking like that outside of movies. I didn’t even know it was possible. Seriously, you were like…” Gwen did an over-dramatic sigh and stood there looking at the stars, with a dopey smile plastered on her face. “Ya see? That and you’re not exactly subtle around her. I connected the dots.”

Liz blinked and tilted her head in confusion. “Did I really look like that?”

“Yeah. That’s exactly what you looked like. Gotta say it, I’m relieved. I thought you were just going through an existential crisis. Standard stuff these days. Instead, it’s just this. You are gone , girl. You’re crushing and crushing hard. It’s a breath of fresh air, really. Finally, someone that knows she’s just a teenager.”

“It’s true. Oh, I must look like a dork!” She buried her face in her palms muffling a throaty sigh.

“A little.”

Liz unveiled her face to throw her friend a blank look. “Whoah, thanks.”

“Just joking. I’m happy for you, but how did that happen? I mean, I like Peni, but since when is she girlfriend material?”

“I… I don’t know. I just thought that if things were changing so much, one day I might lose her or something. And I hated that feeling. There was a night I thought it had already happened. And then, she came back to me. I felt so relieved to see her. I saw something else in her. Something new. She makes me smile and laugh, and she’s kind and… And really pretty. When I was afraid, she said that despite everything, she'd be my hero.”

Gwen snorted a little laugh. “What, did she hold your hand, and look you in the eyes during a perfect golden dawn?”

A foolish and nervous laugh escaped Liz, accompanied by the sweet memory of the two holding hands on her rooftop. “...Well…”

Gwen shrugged. “Didn’t know the little gremlin had it in her, that’s for sure.” Gwen patted the redhead's shoulder, beaming with pride. "Have you thought about just asking her out one of these days? What does she like? Come on, give me something to work with. What would you two do on a date?”

“Well, she likes Disney and computers and weird anime…”

“Well…” Gwen said cheerily, punching the air. “I don’t know sh*t about any of that. Except maybe Disney. They bought our souls.”

“She’s crazy about those movies. She talks about them all the time, even if everyone in the theater tells us to stop.”

"And you want to date a person that talks during movies?"

"But she was so into it and had such a beautiful smile and when she does that there's a cute little dimple on her cheek…" Liz sighed and crossed her arms, looking at the sky with her usual dreamy look.

“Sounds fair. You’re a nice couple of dorks. It can work out.”

“But… But you know what? I’m happier for having told you. You said we’re off the grid, right?”

“Yup. No one will judge you.”

“I’m in love with Peni Parker!” She jumped on her feet, standing on top of the car’s hood, then cupped her hands near her mouth to shout her joy at the heavens above. “You hear me, New York?! I’m in love!”

“Yeah, you heard her, you lousy city!” She threw another ball, promptly shattering another window in one strike.”What are you going to do about it?!”

“I’m in love! In love! In love!”

All of a sudden, she heard a youthful voice shout worriedly towards her general direction. “Is everything alright down there, Gwen?!”

Liz narrowly avoided falling on her butt on the car, and jumped down back to the ground, craning her neck up towards the voice. There was a person poking out of a window on a small, unlit house just opposite of the one the two girls were pelting with baseballs and drones at. Liz squinted, trying to focus on them, but she only saw a wool hat, and some long blonde bangs, framing a sleepy face, as they leaned out of the window’s frame, resting a tired head on the back of their hand.

Gwen shrugged, completely unbothered by the intrusion. “Yeah, dude. I’m here with a friend. She’s in love.”

“I figured that out. You wouldn’t shut up about it.” The person leaned closer, squinting her eyes to look at the two from her window. Meanwhile, Liz was hoping for the earth to open up and swallow her before she died in embarrassment.

“I suppose we need some introductions. Liz, she’s Guinevere. Guinevere, that’s Liz.”

“Yo.” The girl saluted Liz, tapping two fingers on the side of her forehead.

Liz weakly waved her hand. “I...Uh, hi. You, uh, know each other?”

“Me and some guys squat in here, sometimes.” Guinevere shrugged, rubbing her hands to get some warmth. “Gwen brings us food and her inestimable company. She’s pretty cool.”

Liz chuckled, feeling the tension eased off her shoulders. “Are we talking about the same Gwen?”

“I’ve got layers, princess,” Gwen said, then turned towards the building, resting a foot on the car’s bumper. “Didn’t know you guys were around here.”

“I would’ve texted you, but you know, we haven’t got a phone. Or money to buy one. Or a proper house.”

“Hang in there. I’ll drive my friend home, just as soon as we solve her issues, and then I'll bring something over. How about that?”

“You are a lifesaver.” She joined her hands in prayer towards Gwen, a cheeky grin on her face all the while. Gwen just did a little bow in a not-so-humble acknowledgment.” Guinevere flashed a quick thumbs up from the window. “So, Liz was it? I’m sorry, it’s not really my business, but good luck with your girlfriend anyway.”

“T-thanks.” Liz nodded. “She’s not really my girlfriend, though.”

Guinevere snorted a little laugh. “Yet.”

“Yeah… Yet…”

All of a sudden, Liz heard a rumbling sound coming from the building on the other side of the road. The ground started to shake as small cracks slowly scarred the derelict house, its worn-down walls one minute from crumbling into debris. Heavy steps came rumbling their way, coming faster by the second, as even the busted out drone started reacting to it, letting out a series of confusing beeps. The half-broken machine started to move, but its missing rotors only allowed it to weakly clack on the ground in a futile attempt to escape.

“What was that?”

****

What Peni Parker did not expect from her life was meeting a second maniac, clad in powered armor and with an animal motif in her lifetime. She bet such things just never happened to the Avengers or even the Fantastic Four, as far as she knew. She noted the irony of criticizing the gimmick since she was swinging on webs with a spider insignia shining on her chest, but she was doing it much better.

Especially because she wasn’t going out of her way to destroy public property. She watched from up above what looked like a four-legged hunk of metal. A tank with four little legs managed to lug around its enormous weight, swinging a very conspicuous, sharp horn at the tip of its rhomboid nose. The mechanical being was flinging its humongous weights against the dilapidated buildings of the district, instantly turning them into piles of dust and rubble. The metallic chassis emerged unscathed, even standing on two legs to scan the horizon and continue its work. It shook off some rubble from its shoulders, and planted its arms on the ground, ready for another devastating charge.

“What’s this guy’s problem? Honestly…” She shook her head in disapproval as she studied the thing acting out, while sticking on a nearby wall. She was worried that a piece of dried-up concrete was going to detach under her weight and let her fall.

“We don’t know,” May spoke through the communicator, her warm voice resonating in Sp//dr’s helmet. “But he’s destroying the city’s property. There are some squatters hiding in the buildings nearby.”

She narrowed her eyes, a surge of indignation clutching her heart, as she started swinging on a thread of the web, rushing to reach the criminal. “Did he know that when he started smashing everything?”

“I don’t think whoever sent him cared,” May said without hiding a hint of disgust in her words.

Peni perched herself on a lamppost, and snatched a manhole with her webs, flinging it at the metallic beast’s chassis. It bounced off harmlessly, only causing the monster to stop, and slowly turn towards her. She sighed. For once, she would’ve wanted something that went down easily, for a change.

“Hey! Why don't you pick on somebody of your size?!” she shouted at the monster.

The mechanical creature opened its jaw, revealing a glowing red eye. A metallic voice bellowed from the steel colossus. “Like you ?!” The monster closed its jaw and then charged right at her. Her Spider-Sense went off like a thousand fireworks.

“Well, he noticed me, alright...”

The monster charged with blinding speed, neatly breaking the lamp post in half the instant she leaped off it. Sp//dr stuck to a nearby wall, assessing the situation as the monster opened its red eye, scanning the horizon for her.

“I suppose we could try punching him. Right Sp//dr?”

I won’t stop you. So far it worked.

Before the monster could charge again, Sp//dr leaped down onto it, punching the side of its head. The mechanical suit extended its claws, trying to rip the red-clad hero off its back, but Sp//dr jumped down, shooting a strand of web towards its horn to propel herself, landing a punch square against it. To her chagrin, she realized she didn’t make a dent on its armor, so she opted for distracting it, hoping for the monster to lower its guard. “So, there are many reasons to level New York to the ground, what’s yours?”

“Modernizing, you insect!” He shrugged violently to get Sp//dr off his back. Peni rode the momentum to get outside the range of its broad fists and stuck to a nearby wall to wait until the mechanical creature lowered its guard. “There’s money to be made out of it.” He charged with blinding speed, flinging itself against the wall like a rhinoceros-shaped bullet, instantly pulverizing the brick wall with its sheer mass.

To her horror, the house’s interior was now visible as the last residues of the wall were slipping away like crumbs. There were two people inside, a man and a woman in ragged clothes, probably living there. The man was lying on the floor on his back, covered in rubble, while the other rushed to help him, until the floor crumbled below him, and screamed as he slipped, falling towards the ground. Peni rushed to help the man, catching him as he swung her way down a web, and left him with his feet safely on the street.

“You okay?” Peni asked as she put her hands on his shoulders.

“M—my wife! help her!” the man babbled, tears crossing his unkempt beard. "She's still in there!"

Peni quickly glanced behind her and saw the rhino mech starting yet another charge, pawing the ground with its mechanical hooves. With that, Sp//dr stuck a pair of web strings to the mech’s face, and propelled herself forward, landing a kick with both legs against the monster’s belly. The mobile tank barely budged, and she felt a blinding pain spreading to her legs. “There are people in there!” Peni roared, as she jumped back to the ground, ignoring the pain, to unleash a quick punch to the metal armor.

“Shouldn't have been there in the first place!” He lowered one giant fist like a hammer on the concrete floor, but Peni dodged out of the way, retaliating with another strike to its face. The voice roared in pure anger, as the mech lunged forward, trying to grab Sp//dr, only for her to retaliate with a spinning kick to the face. The mech’s jaw was torn off by the powerful blow, exposing the glowing red eye lodged in its head. “You little sh*t!”

The monster started charging again, and Peni jumped over him, shooting a barrage of webs to keep the beast reined in. She dug her heels on the ground, trying to stop the armor until she was flung off the ground, webs still sticking to its metallic shoulders as it brought her along for the ride. She bit her lip to stop herself from screaming as pain coursed through her arms, tugging along for the ride as the monster rampaged, her slender form fluttering as she tried to keep holding onto its shoulders with her webs.

“Enjoy the ride, insect!”

Peni thought that at least he couldn’t get away from her now.

****

Liz Allen heard a rumbling in the distance that quickly spread below ground, shaking her to the very core. Sounds of humongous, thundering steps quickly rampaged her way and time slowed to a crawl, as she realized there was a large crack growing on the building’s front. The windows exploded in tiny shards, and the walls crumbled like sand as an enormous four-legged tank with a horn, roaring and screaming, all the while a scarlet-clad, scrawny superhuman was hanging on its back using her webs like a very ineffective leash.

“Peni…!” she weakly cried as she tried to reach her, but the noise died in her throat as she stood there in shock.

“Get down!” Gwen screamed as she tackled her friend, protecting her from the sudden burst of concrete shrapnel. Liz stayed low while crawling as she followed her friend where they huddled behind the car.

“What the… What the hell is that?!” Liz cried out, hugging her shoulders so hard she could feel her fingers digging into her skin. She stole a quick glance at the battle, watching in quiet horror as she saw Peni jumping over the mech’s head and start pummeling on it, before being swatted away with a swipe of its giant arm. Peni rolled on the ground, and just came at the monster again, her punches barely made a dent in its thick armor.

“Trouble,” Gwen said. “I knew it; I should’ve brought dad’s gun…”

“He lets you use a gun?!”

“When I ask nicely!”

The girls were distracted from their bickering when the mechanical monster grabbed Sp//dr by her limp wrist and threw her away like a rag doll. Her armored form crashed through the brick wall of the building. Sp//dr was barely clinging to her life but managed to get up on wavering legs while snatching a manhole cover with her webs. She swung it at its face, only for it to bounce harmlessly off its armor.

“Is this everything you got?!” the monster let out a guttural, snorty laugh.

“I don’t know, just give me a few minutes…” Sp//dr looked uncertainly at her wrist, pondering on whether to shoot a strand of web or not as the monster walked ominously.

Meanwhile, a large crack was spreading from where the mech had thrown Sp//dr, the derelict building showing larger cracks. Guinevere summoned all her courage to take a look at the battle, and placed her trembling hand on the frame only for it to detach and fall off.

“sh*t!” The girl spat with a terrified look in her pale blue eyes.

“Hey, if there’s anybody in there, run!” Sp//dr screamed at the top of her lungs as she shrugged off some dust and finally went over to confront the beast.

“You won’t have to tell me twice! To the emergency stairs, dudes! Now!” The last Liz saw of Guinevere was the girl bolting back inside the building, accompanied by a few voices coming from her floor, muttering something rushed in fear and worry. Liz prayed that they were safe as her gaze fixated upon Peni Parker and her struggle.

Gwen looked at Sp//dr struggling among the rubble and bit her lip and slammed her fist on the side of the car. “We gotta help her…”

“How?” Liz said, not even questioning that logic. “Do we have a plan?”

“You distract him. I’ll think of something.”

Liz nodded. “I was expecting a little more.”

“We can improvise. Oh, and Liz?”

“Yeah?”

“We’re getting out of this.” Gwen firmly grabbed her hand. “You’re going home, and smooching up with your girlfriend, even if it’s the last thing I do!”

“She’s not my girlfriend.”

“ Yet. ” Gwen flashed a confident smirk.

With a nod and a renewed, fiery, determination in her heart, Liz ran out of her cover and grabbed a rock. She threw it at the creature’s shell, and the makeshift projectile harmlessly bounced off it. That was okay, Liz thought; It wasn’t supposed to damage it, of course, that would’ve been nuts. She then realized that maybe her plan wasn’t that well thought.

At least the monster stopped pummeling on poor Sp//dr and turned slowly towards Liz.

“Seriously?” The creature bellowed in its electronic voice. “A rock? Seriously?!”

“Yeah…” She gulped, and straightened her back, looking the monster in its red eye. “And I got more if you want them!”

Liz hoped that those weren’t her last words, because they certainly sounded cooler in her head.

****

Toomes’ face went pale as he looked at the screen through the Rhino armor camera, and looked his daughter in the eyes as she stood against the mech. “That’s Liz… Phinn, that’s Liz!”

“Hhhmm…” Phineas started stroking his chin, looking pensive. “That wasn’t in the plan. What is she doing here?”

Suddenly, Adrian grabbed him by his neck shirt and pulled him close to his face. “Tell him to stop, Phinn!” he snarled. “Tell him to stop. Now . Or I’ll kill him!”

He swatted Adrian’s hand off his face and glared at him. “Calm yourself, Adrian. We have to do this properly.” He then turned his back to the still fuming gangster, and calmly spoke into the microphone. “Rhino? We are encountering difficulties. Don’t harm civilians. Retreat for now.”

“We agreed on no witnesses,” The man on the other side replied in a cold voice.

“We had a deal, Rhino!” Adrian barged in. “Retreat now, or I swear to—”

“Sorry, there’s some static. Can’t hear you now.” He then closed the line off.

“You little sh*t!” Adrian roared, tearing off one of the monitors, and throwing it into the ground to shatter into tiny pieces. “I’m killing him! I’m killing him for this! If he hurts her… if he rips one hair off her head—”

“You will wait, Adrian. As much as I hate to say this, Sp//dr is there. She could prove to be…” Phinn took one second to push a button over his keyboard to order a mechanical arm to replace the broken monitor. “a setback, we shall say.”

Adrian calmed himself and started breathing slowly to let his anger simmer. He looked at the monitor once again, feeling a sense of overwhelming pride at seeing his little girl standing up to the Rhino. “What is she even doing there…” He muttered with gritted teeth, a small tear crossing his cheek.

****

“Oh, I’m going to enjoy tearing off your tiny little head.” Rhino cackled as he moved with heavy steps towards Liz Allen. Liz, on the other hand, hoped that Gwen had a really good plan in mind. She threw a quick glance towards Gwen who was sitting in the car and was trying to jumpstart it.

“Gwen, what are you doing?!”

“It won’t start!” Gwen yelled with her face full of oil and fiddling with a pair of cables

“You did steal that car!”

“This car is a hunk of junk! Never starts up when I need it! You want to discuss it now ?!”

“Time to die, little one!” Liz closed her eyes as the monster bent over, aiming its horn at her until she heard the voice of Peni roaring from behind its mechanical frame.

“In your dreams!” She shot twin strands of web at the monster’s side, and propelled herself forward, landing a loud and painful kick with both legs on its side. The armor plates made a loud ringing noise, and Liz could see that one of them was slightly unhinged by the sheer force of the impact. Sp//dr jumped to its head, shooting more web at its shoulders to keep it in place, only to be quickly snatched by its metal claws.

“Not this time, insect…” With that, the Rhino mech’s claw sprung open, threatening to squish Sp//dr’s head like a grape. Time stopped as she saw the monster lunging forward with surprising speed, moments away from trapping Sp//dr in its deadly grip. Peni readied a punch, her clenched fist aimed squarely at the monster’s red-eye.

Something flashed before Liz’s eyes, and a fit of rising anger inflamed her chest. She saw that same burning light she saw at school, and the rock in her hand was steadily becoming hot, like grasping a volcanic lapillus. As her rage unleashed a blazing inferno; it melted like goo while flames enveloped her left arm, incinerating her sleeve. The veil of flames wasn’t scorching her skin in the slightest, and as she focused on it, like second nature, a small ball of light formed in her palm. It pulsated with pure energy, like a small sun the size of a golf ball right in her hand.

She threw her hand forward with a visceral scream and a beam of light erupted from it, instantly hitting the mech’s face. Its red eye exploded in a shower of flames and sparks, even melting a part of its helmet. Molten metal dripped over its chest and spilled on the street, leaving little incandescent drops at its feet. The mech let out a scream of sheer frustration as it flayed around, one hand over its damaged eye as if nursing a wound. “Dammit! You have any idea how much these cameras cost?!”

Liz was knocked on her butt from the sheer recoil of the blast. She raised her arm from which steam was rising. “What the f*ck ?!”

Meanwhile, Sp//dr was freed from its grasp and the crimson-clad vigilante landed on the ground, clawed feet wide apart, and supported her weight with one hand while the other hand was outstretched away from her body. Her eyes were looking greedily at the damaged part of the mech’s armor, and a plan was already forming in her head.

****

All Adrian Toomes saw was his daughter throw something at the camera before a blinding light filled the screen, followed by only static. “Phinn, what is happening?!” Adrian turned towards his accomplice who, for once, was downright stunned at that turn of events.

“We lost visuals!” Adrian’s fellow crook started to desperately fiddle with the keyboard in an attempt to find another way to follow the situation. “I’ll send some drones.”

“No drones!” Adrian headed towards the capsule holding his wingsuit. “I’m going there myself…”

“You won’t get there in time, Adrian!” Phinn grabbed him by his shirt. “And even if you do, whether they stop him or not, the authorities will be on your ass!”

“And what do you think I should do, genius?!”

Phinn gripped Adrian’s shoulders and looked at him square in the eyes. “Pray that Sp//dr is stronger than you think.”

Adrian was stunned by that answer. As much as he hated it, his daughter’s safety was in the hands of his sworn enemy. He clenched his fists, musing on the irony as he muttered a quiet prayer to himself.

****

Since the mech was distracted, Liz looked at her hand and finally realized that that bright flash of pure energy came from her. There was no way to deny it now. Before she could fully realize what had happened, she heard the sound of a roaring engine coming from her side.

“How’s my driving, asshole?!” Gwen rushed her car at full speed, and before it could crash against the mechanical behemoth's frame, she opened the door, and threw herself out of the vehicle, rolling on the ground with her arms crossed to shield her face. Liz caught a quick glimpse of something crimson and the sound of a thwip , before being snatched by an armored and comforting frame. She shut her eyes in fear, managing only to catch a glance of the car crashing against the monster’s back, instantly turning into a mismatched hunk of deformed metal that pirouetted into the air a few times before crashing upside down.

“We gotta stop meeting like this, Miss Allen.”

She opened her eyes to find herself clinging to the familiar form of Sp//dr, swinging on her web to bring Liz as far from the mech as she could.

“Peni! Help Gwen!” she yelled immediately as her feet reached safe ground. She then pointed towards the blonde girl, now laying on the ground.

“Holy s… “ Peni almost bit her tongue rather than cursing. “Why is Gwen here?!”

“We were hanging out! And then she said she had a plan!” Liz cupped her hands and shouted. “Gwen! Your plan sucked!”

Gwen simply shot a thumbs up at the sky, then went back on lying back on the ground with her arms outstretched.

Sp//dr narrowed her eyes. “Not completely suck. Look at the armor.”

Liz squinted to see that the armor’s panel was indeed loosened, one corner of it lightly creaking as the monster looked around, trying to grasp its surroundings. “I can still hear you, you know! I got a lot of tricks in here!”

“Well, you should've brought more!” Sp//dr yelled as she swung at him on her webs, sticking one well-aimed web shot onto the monster’s horn for added humiliation. She swung over it and landed on its head. The mech threw a punch, trying to swat her away, but she deftly dodged and landed another double kick on its back, dislodging the already damaged armor plate. “Sorry, but you won’t need it anymore.” She shot her web on the broken wreck of the car, dislodging the only semi-intact part, a door, and wielding it like an impromptu shield. She twirled it above her head and came rushing at the Rhino.

The monster swung its arm again, trying to squash her, but Peni jumped to the ground, attaching a web strand to the door. She smashed the makeshift weapon deep into the mech’s circuits, and punched it hard, screaming at the top of her lungs. The mighty blow scooped out a huge chunk of the mech’s internal circuitry, including a hexagon-shaped, glowing block of metal, which clinked weakly on the ground, losing more of its glowing hue as it rolled away. The mech touched its wound, finally realizing that, yes, that piece was important.

“You little sh*t!” the voice from the mech spat. “I’m gonna get you for this, and when I do—”

The voice was suddenly cut off, replaced by static, and then nothing more. As the mech’s engines stopped humming, and the mechanical monster turned into a motionless hunk of metal. Sp//dr punched it in the nose for good measure and to reassure herself that it was now harmless. The red-clad superhero leaned against the inert colossus and sighed, looking at the stars to unwind after yet another exhausting battle.

Liz fell to her knees, releasing a huge sigh of relief before getting up, and rushing to help Gwen back on her feet. Apart from a couple of bruises on her arms, she looked unarmed, though a bit shocked by the whole ordeal. She blinked several times before realizing that Liz was in front of her eyes. “Holy crap…” Gwen burst into another uncouth laugh. “We’re alive! Holy sh*t, we’re alive!”

“Yeah, thanks to you, man.” Liz patted her friend’s back. “It wasn’t that bad of a plan.”

“I’m just glad it worked. Oh, I wouldn’t have heard the end of it in the afterlife if it killed us.” She cackled, even wiping out a small tear from her eye.

“Oh, you won’t hear the end of it for sure. We've got decades to talk about this!” Liz then hugged her friend tight, relieved that they were able to see another day together. “I’m glad we’re friends.”

“The best…” Gwen sniffled, before shooting a quick glance towards the deactivated mech. She broke the hug to reach Sp//dr with her hand extended. “Woah, Mrs… Miss… Ma’am! I’m really glad for your help and I wanted to—”

The superhero ran past Gwen, completely ignoring her, drawing a quite hurt look from the blonde. “Liz!” With a quick thought, Sp//dr’s helmet slinked off her head, freeing her face and her messy bangs. “That was… That was… !” Gwen’s face went pale when she realized that the girl that was holding Liz Allen’s hands, warm tears in her eyes, was none other than Peni Parker.

“I know, I know, I just panicked.” Liz shook her head, trying to not cry from sheer relief at holding her friend’s hands once again.

“He could’ve hurt you!” Peni exclaimed, gently moving one lock of hair from Liz’s eyes.

“And he did hurt you!” Liz cupped her friend’s face between her hands. “Does it hurt? He… He flung you off like a pebble. You got a black eye!”

“Yeah, that and maybe a couple of broken bones, I don’t know. The suit heals this stuff all the time. But… Whoa!” All of a sudden, Peni was pulled into a tight hug, forcing out a small grunt of pain.

“I’m so glad you’re ok. Just… So glad!” Happy tears flowed on the redhead’s cheeks as she pulled Peni Parker closer, planting a gentle kiss on her head. The red-clad cyborg blushed and hugged her friend back, just basking in the moment.

“You…” Gwen lifted one trembling finger, pointing at Peni with a blank stare. “Y—You’re Sp//dr!”

“I… Uh…” Peni blushed still locked into that hug, weakly lifting a hand to wave at Gwen. “Hi, Gwen.”

“Y—You’re Sp//dr!” Gwen repeated, stumbling backward as she kept pointing, shaking from head to toe. “You are!”

“I think we established this,” Peni said.

“Peni!” Liz sighed with frustration as her eyes darted between Gwen’s astonished face and Peni’s suitless mise. “You… Don’t you have a secret identity or something?”

“I’m sorry, Gwen. I wanted to tell you after telling Liz—”

“You knew?” Gwen immediately pointed at Liz this time. “Was that… Was the hero thing referring to that?” She gestured at Peni’s armor, who covered herself with her arms as if she was naked.

“Sort of…” Liz chuckled nervously and scratched the back of her head. “I had no idea how to tell you.”

“It’s not an easy thing, I get it. I mean, I hope everything else you told me tonight is true.” Gwen turned her back, and crossed her arms, trying to maintain a stern look that immediately broke when Gwen couldn’t help to snicker. “Especially that thing you were screaming at the sky.”

“What? What thing?” Peni asked.

“I… “ Liz’s cheeks flushed red. “It’s complicated. I don’t know if it’s the right moment.”

“We got time for that. '' Peni once again held Liz’s hand gently, and the taller girl's heart nearly skipped a beat. “I’m just happy that you’re okay. I saved you. Both of you. And you saved me!” Peni laughed in disbelief. “That was so cool!”

“T—thanks.”

“You’re… What was that, Liz?”

“I think… I think I may be a mutant.”

Peni grew quiet, pursing her lips as she looked silently at her friend’s hands grasped in her own. “It tracks.”

“I mean, it could be.” Liz looked at her hand, expecting sparks to come out of it. “I wasn’t bitten by a spider, got super-soldier serum, I don’t have magic hammers, and I’ve never been to Atlantis.”

“Yet,” Peni said, looking at her with big, pleading eyes. “I’m working on it.”

Liz let out a burst of tearful laughter, hugging Peni closer to her chest.

“Got any mutants in your family?” Gwen asked.

“Not that I know of,” Liz said, shaking her head. If her mom and dad had a secret double life, they were pretty good at hiding it, Liz thought.

Peni then grew silent and sighed, raising her clenched fist to stare at it longingly while still gripped in that warm hug. “Liz… There was something I wanted to tell you, too.”

Liz gently lifted her friend’s chin to get a better look in her mesmerizing green eyes. “What is it?”

“That morning… When we were there together…” Peni moved her gaze aside, her cheeks flushing deep red. “I wanted it.”

“R—Really?” Liz held a hand over her chest, her heart fluttering for something she had never even dared to hope.

“Holy crap, it’s happening…” Gwen squealed, hands folded over her chest, her whole body tense like a metal wire.

“When it almost happened, I was scared. It was all so sudden. Maybe I was rushing, too.” A nervous giggle escaped Peni’s lips. “Or maybe I was scared of your dad.”

Liz nodded then wiped her tears with her sleeve. “He does that.”

“I couldn’t stop thinking about it. And then there’s this.” Peni closed her eyes, and with a thought, the protoplasm slinked off her hand, showing her very human fingers with some bruises over her knuckles. “I wasn’t sure you’d like me. There’s me and there’s more inside, now. It’s like—”

“Like what?” Liz gently grasped Peni’s hand and planted a small kiss at the center of her palm, then moved to Peni’s bruised knuckles. “There isn’t anything wrong with you. There never was. Now, before… It doesn't matter. It’s you, and I like you. You’re perfect the way you are.”

“And so are you…” Peni grasped Liz’s bare and still warm hand with her own. Liz winced, holding back with all her strength whatever it was that burst from it, praying to the high heavens not to hurt her. Peni still held her, undeterred, and Liz realized that, maybe, things were going to be alright.

“I… Uh…” Gwen cleared her throat and crossed her arms behind her head. “Listen, you want a moment for yourself, I get it.” Gwen started nonchalantly strutting away from the couple. “You still owe me an explanation, Parker. A big one.”

“ Onegai.” Peni lowered her head and clasped her hands together while closing her eyes. She quickly opened one to glance at Gwen, who just laughed and shook her head. “And you will get one…” Peni said sheepishly. “It’s just… It’s a lot. But you deserve one.”

“Damn right I do.”

“Oh, and Gwen…” Peni ran up and hugged Gwen Stacy tight. The blonde punk let out a small grunt of pain as she realized how strong Peni really was even when not trying. Gwen grinned and bore it, patting her friend’s back to be as nonchalant as possible. “ Arigatou .”

“Gesundheit, dude.” With that, Gwen broke away from the hug and walked away, her arms clasped behind her head as she whistled a happy tune. “Enjoy your prince, princess.” Gwen waved at Liz and went her way.

Peni ran up to Liz again and looked up in her friend’s baby blue eyes, and nodded with a gentle smile, mirrored by her companion. “Do you still like rooftops?”

****

“So, I shot some webs at him and he dragged me all the way to you… “ Peni said as she pointed her finger at the trail of destruction in the abandoned neighborhood. She moved her finger slowly, describing her mad rush against the armored felon to the smallest swerve in their path. The two were sitting on the rooftop of one of the derelict buildings, quietly waiting for S.H.I.E.L.D. to come and collect the deactivated wreck of the rhino armor. Just one quiet moment to just be Peni Parker and Liz Allen. Still, Peni loved telling her about her adventures. Even when they shared a good part of it.

“Wow… “ Liz chuckled. “Still can’t believe you do this every night. Are you sure you’re not hurt?”

“Maybe my neck is a little bruised. ”Peni slightly lowered her shirt near the back of her neck. “What do you think?”

Liz leaned forward, squinting her eyes to get a better look. “Just a bruise.” she gently passed her fingers on Peni’s port on her back. “Does it hurt?”

“A little.” Peni let out a small giggle. “How’s your arm?”

“Tingly.” Liz passed her other hand on her bare arm. It felt warmer than usual. Maybe it was all the adrenaline coursing through her body or maybe it was having shot a literal laser from it.

“It was… It was the coolest thing that I have ever seen. Even cooler than you scolding Nick Fury.”

“Oh… Thank you… “ Liz blushed. “You know, this is the first time it was so powerful.”

“Is it?” Peni raised an eyebrow.

“Yeah, there were other times. Like that time the library mysteriously was on fire or… Or that time I just turned that wooden beam to ash with a mere look. It’s growing in power! It must’ve been me.”

“Wow…” Peni stared into the distance, looking at the city lights for comfort and to soothe her worries. “Who do you think we should go to?”

“I have no idea. Oscorp doesn’t deal with mutants.” Liz blinked. “It doesn’t, right? It’s hard to keep track.”

Peni cupped her own chin, deep in thoughts. “Maybe the best choice would be Professor Xavier?”

“I think you talked about him once or twice…” Liz said. “Isn’t he a biologist or something?”

“He’s a genius. He wrote several articles about mutant powers and their applications in modern technology. The communicator in my helmet is based on his studies, you know?” Peni pointed at the side of her head. “It doesn’t use radio waves, but psionic waves. Perhaps we could send him an e-mail or something. I’m sure he could help you.”

“Heh, who knows…” Liz dangled her feet down over the rooftop. “Maybe I’ll become a superhero, too, one day.”

“I’d love that. I—I’d love being with you!” Peni stammered, casually turning away to hide her flushed cheeks. “I mean, only if you want to.”

“Is it as hard as it looks?”

“I don’t want to lie to you, it’s hard.” Peni circled one arm forward, checking if her joints were still sore after the fight. To her chagrin they still were as she felt a sharp pain in her shoulder after a few seconds, so she gave up, resting her head on Liz’s shoulder. “But from great power must also come a great responsibility… ” Peni sighed before playfully poking her friend’s cheek. “Thank you for having my back out there. I wouldn’t know what I’d do without you.”

“Me too.” Liz raised Peni’s bangs from her forehead, allowing her to take a better look at her friend’s face bathed in the moonlight, and landed a soft caress on her cheek.

“Promise we’ll always cover each other’s back?” Peni raised her fist, waiting for Liz to bump with her own.

Liz nodded, wearing a warm smile as she pressed her knuckles against Peni’s. “Always.”

Peni closed her eyes as she felt Liz’s arm circling her shoulders and pulling her close. She felt her friend’s playing with her bangs, soothing some of the pain and weariness that dwelled in her bones after every fight as she snuggled up in the nook of Liz’s neck. Peni thought she could get used to that.

“I should probably text my folks,” Liz said. “They must be worried.”

“You told them you were out tonight?” Peni asked with her eyes still closed.

“No, but… I want to hear from them. For a second, I thought I wouldn’t ever see them again.”

Peni groaned. “... I don’t think your dad likes me very much.”

“He can be stern, I know.” Liz started composing a message, wondering what to say except telling them she was okay and how much she wanted to hug them both. “Maybe you’ll grow on him.”

“Who knows? Maybe he’ll come to appreciate my eccentric charm.”

“I know I did.” Liz leaned down, planting a small kiss on the side of Peni’s head.

“Liz? I know there’s a lot going on…” Peni slowly lifted her head, looking Liz straight in the eyes. Her gaze dwelled for a second on her friend’s soft lips and a rush of new sensations coursed through her veins, making her wonder what would be like to pass that threshold, and actually kiss them. “But all I can think about is that morning. I thought about it for so long, and I think we should really talk about it. I mean, my…Uhm ...Confidants told me I should.”

“Wow, you have those too? It’s just that...” Liz lifted her bare arm and looked at it in the moonlight. “So many things are happening, and this is all I could think about.”

“Hey, one thing at a time.”

“I wanted to kiss you too, alright?” Liz blurted out as she closed her eyes, a few teardrops crossing a pained smile. “Of all the things that are happening, I can only think about how much I wanted to kiss you on that rooftop. It's weird, right?.

Peni’s heart throbbed with newfound happiness at those words. She moved her face closer to Liz’s, feeling her friend’s breath on her cheeks. “It’s not weird at all.”

“I mean, I’m a mutant! That’s all I should think about! It’s a monumental change and look at me. The only thing I can think about when I’m with you is…” Liz moved Peni’s soft black bangs from her forehead and touched it with her own. “You.”

Peni lifted herself up and sat on Liz’s lap, cupping her cheeks with her hands. “You… You really…?” Words died in her throat as she could feel herself surrendering to a new kind of bliss invading her. For a moment, it seemed it could be real and possible and beautiful...

“It’s been like this for a while. You know, maybe even before all this superhero craziness started. And yet you were still there. And a part of my life.”

“I love being part of your life.” It’s happening, Peni thought. It is really happening. Liz is here and she is real and even more beautiful than she could ever hope for.

“I want to keep living my life with you at my side. I want this to be silly. I want a life made up of silly things. Small things. Even if it's just talking with you at the movies until the patrons stare daggers at us or… Or you puking on my shoes!"

Peni Parker laughed out loud at that one, tears of joy crossing her smile. "You remembered?" An alchemy of sorts was taking place as she could feel the joy and light of those careless days from their youth turning into something new. Silver turning into gold into pure light...

"All of this means the world to me. Even if it's silly… Because I get to be silly with you.” Her lips trembled as she looked down, trying to summon the courage to say the words Peni hoped from the bottom of her heart. “Because I love you, Peni."

"I… ” Peni almost choked out her words as the sheer power of those words hit her stronger than any supervillain. All her fears and worries melted like snow from the sheer power of those words. They rang into her ears again and again, like a joyous melody, and her heart soared. “I love you too. Oh my gosh, I love you too." I never thought you could love me. That’s what she wanted to say. She didn’t dare to believe it could be real, but now there was proof and that fear was shattered like glass.

"I… Wow…” Liz let out a long sigh, like a huge burden was lifted from her chest. She wiped a few tears with her finger before she moved further forward, letting out a brief giggle as she poked the tip of Peni’s nose with her own. “I thought about telling you this for so long I don't know what to do now."

Pei looked at her with big pleading eyes. "You could start by kissing me."

Liz closed her eyes, puckering her trembling lips as she waited for the fateful moment. "Please," she muttered as breathed slowly, her muscles tensing up as she waited for Peni to make her move.

Peni slowly moved Liz’s bangs out of her face and closed her eyes as well, before pressing with the utmost gentleness against her closed lips on Liz’s. Another rush of pure happiness coursed through her veins as she felt Liz’s warm breath flowing into her mouth, and a slight tickle coming from her breath through her nostrils. Peni pulled her gently by the collar’s jacket as she could feel her friend gently cupping her cheeks and Liz’s fingers lovingly caressing her hair. It was more like the touch of a brush for how brief and delicate it was, but she indulged in it anyway. Peni broke the kiss away, their lips making the tiniest smacking sound as she heard fluttering in her stomach. “Wow…” she muttered, her heart soaring with a joy she had never felt before.

“Again.” Liz opened her eyes, slowly pulling Peni towards her again.

Peni complied, this time with a longer, more passionate kiss. This time she indulged in it a little more, savoring the sweet flavor of strawberry from Liz’s lip gloss. Her insistent mouth parted her shaky lips, making the blonde girl yelp in pure joy. This time had grown bolder, moving with confidence and with renewed passion as she deepened the kiss, Liz’s finger digging in her messy, black hair.

“Again,” Liz requested, breaking the kiss, her breath uneven. Her eyes quivered with anticipation as this time she pushed her lips on Peni’s, pulling her close to her chest in a deep, comforting hug. Her kiss was gentler, more restrained in her passion, but Peni greedily took it, reveling in the tenderness of that sensation.

Peni kissed her again and again, each kiss growing in intensity in answer to Liz’s pleas. She gently guided Liz’s back on the ground, climbing on top of her as they clung to each other, fingers intertwined, Liz’s legs wrapped around Peni’s back, as their kisses left them breathless, but happier than they could ever feel. In that new, precious embrace they spent those precious they chose to have for themselves and no one else. Peni Parker realized she had found someone irreplaceable who was with her all along.

After what seemed like an eternity, she found herself lightly dozing off on Liz’s chest, the eager blonde’s fingers playing with her messy bangs. She could feel Liz twisting a lock of black hair around her finger when she looked up, her soft voice trembling as she spoke her first words after their passion had quelled. “So… Does that mean I’m your girlfriend?”

Liz chuckled softly, gently wrapping her arms around the exhausted cyborg. “Hell yeah, you are.” She confirmed this simple, wonderful fact with a tiny kiss on Peni’s forehead.

“I think we will manage,” Peni said, slowly closing her eyes to have just a couple more minutes of rest in the arms of the person she loved.

“Yeah, we will,” said Liz after a small yawn. “We’ll think about it tomorrow. You and me.”

Art by Sara Antonellini.

Chapter 7: The Sound of his Wings

Chapter Text

Gwen Stacy was many things, but she wasn’t a narc.

Being off-grid in that little run-down neighborhood she liked so much had its advantages. It wasn’t covered by the swarm of surveillance drones, nor was there any risk of being caught on camera. At first sight, it was perfect to live consequence-free. The hunk of junk that was her father’s car, begged to differ.

Not to mention the creepy mercenary dressed in white that she had to deal with. Peni had explained to her briefly, but from what she gathered, they were Oscorp’s clean-up crew. If there was anything Gwen couldn’t still wrap her head around, it was the fact that her friend went from a tiny, exuberant geek to hanging out with hardened soldiers and swinging on webs past buildings. The explanation she was promised was going to be long and holding subplots to be satisfying.

She was taken aside by their leader; a stern woman with an Eastern European accent, accompanied by a pair of large thugs, wearing face-concealing porcelain masks. Other mercenaries were guarding the area until S.H.I.E.L.D. was supposed to collect the mech. Gwen hoped she didn’t have to board one of those white vans they came with; she had seen the movies, and she knew there was a slim chance of getting back. She was going to tell them only her name, rank, and serial number, if it came to that.

“And you’re Peni’s…” Gwen looked at the mercenary’s tight and practical white combat suit, and her long, silver flowing hair. She felt a cold shiver going up to her spine as she looked at the long, painful-looking blade sheathed in the mercenary's belt. “What, exactly?”

“Coworker,” Sablinova said with her arms crossed and a stern gaze that went through her soul. “Sparring partner, sometimes.”

“Wow…” Gwen let out a small whistle of appreciation. “Does she win?”

“Half of the time.”

Considering Peni was able to rip mechs apart, that was quite the accomplishment, Gwen thought, “What exactly do you do for Oscorp?”

“I provide assistance on the field. And clean-up duty.”

Gwen raised an eyebrow. “Have you ever killed someone? Isn’t that what clean-up duty means?”

“I’m not authorized to tell.”

“So, that's a yes.” Gwen nodded. “Got it.”

“Look, Miss Stacy…” Sablinova held the bridge of her nose and sighed, “We appreciate your support in this operation. Oscorp will provide compensation for your car. That's more than you'll get from S.H.I.E.L.D., that’s for sure.” Sablinova pressed something on her wrist and conjured a hologram of a floating page, with a photo of Gwen’s father next to it. She started fiddling with it until Gwen heard a loud ping. “Done. Should be enough.”

Gwen rolled her eyes. Of course. Peni and Liz made out like bandits while Gwen had to deal with the bureaucracy, typical. Still, those two deserved a break. As much as she couldn’t predict a mech piloted by a maniac, Gwen somehow felt guilty about what happened. She dragged Liz to the middle of nowhere, and she had to do something to make up for it. Maybe she could’ve pointed them to a nice restaurant or something… That's what couples do, right?

As if on cue, she saw from the corner of her eye, her friend Liz walking around escorted by a couple of guards. She was hugging her shoulders, one hand caressing her bare arm.

“Do you need to be escorted home, Miss Allen?” One of the guards asked in a surprisingly gentle tone. One of the benefits of being the girlfriend of their personal superhero, Gwen thought with a sly grin.

“No, no, Peni… Peni said she’s going to walk me home later.” Liz said with a blank look in her eyes, nursing her bare arm.

“I understand,” the guard said with a slight nod. “Thank you for your cooperation. And tell Miss Parker thanks for doing a great job, as usual.”

Liz nodded with a trembling smile and weakly waved at the guards before rejoining Gwen’s side.

“Dude, what a night, right?” Gwen rushed over to her friend to affectionately pat on her back. Gwen realized she put a little more strength than needed as Liz wobbled and nearly stumbled to the ground. Gwen quickly caught her before Liz could hurt herself, but Liz still had that same blank expression on her face.

“Things happened,” Liz said weakly.

“Well, that’s one way to put it.” Gwen chuckled and sadly noted that Liz didn’t join her, instead looking away, lost in thoughts. “Come on, turn that frown upside down. We’re alive, you saved the day, and got a girlfriend. I think these are pretty good things.”

“Oh, the best.” Liz finally smiled at that thought, her dreamy eyes pointed towards a nearby rooftop. She cupped both hands on her chest, following it with the sigh only a person in love could make.

Gwen nudged her friend with an elbow. “... So, is she a good kisser?” Gwen asked, wiggling her eyebrows.

“Gwen!” Liz retaliated with a nervous chuckle and elbowed her back. Gwen felt that as she nursed her arm after the blow. Skinny people are pointy, she reasoned. Liz hugged her own arms and muttered, her cheeks a shade of perfect red. “Yes, she is.”

“Well, color me surprised,” Gwen said, hugging Liz’s shoulders tightly with one arm. “Well, my job here is done. Just wait when you two will come back to school, you’re going to make heads turn!”

Liz chuckled. “We’re not exactly that popular.”

“You have a friend in a band.” Gwen proudly pointed at her chest with her thumb. “Let me handle it. I’ll make sure everything goes without a hitch. Just imagine: You, her, ze sweet caress of twilight... ” She put an arm around Liz’s shoulder, her other hand describing a small ark over the horizon.

Liz rolled her eyes, shaking her head. “As long as you don’t plan on playing a song about us or something.”

Gwen stopped moving, her eyes bugging out as she held a nervous smile. “...Well, nooooooooo…”

Liz threw her head back and let out a huge, mirthful laugh. “I swear if you write a song about us I’ll die of embarrassment!”

“What if it’s good?!”

“Not even if it’s good!”

The two girls joined together in that shameless guffaw, enjoying those moments of freedom away from deadly tech and strange powers. And speaking of mutant powers, a thought crossed Gwen’s head like a bullet.“Wait for a second, do they know about your…” Gwen held out her hand and hissed, trying to imitate very badly a laser beam frying out a very deserving bad guy.

Liz wiped out her tears as she still was deep into her laughing fit. “Peni said her sensors went out for a second, but no one has mentioned it, so…”

“Good. Good.” Gwen nodded. “One less problem.” Gwen’s laughter died out and Liz followed as she trailed off in that uncomfortable, uncharacteristic silence from the exuberant punk. “You know, it doesn’t change anything for me.”

Liz cried a small tear, clearly moved by that quiet support. “Thank you.”

“I mean it. I know that mutants aren’t exactly popular, but you’re my best friend, Liz. We bonded today.”

Liz pulled her into a tight hug, once again showing that as tall and skinny as she was, Liz packed a punch in those long arms of hers. Gwen hugged her friend back, staying there for a few minutes and reassuring her with a friendly pat on her shoulder. No words were needed; just the quiet acknowledgment of two people bonded beyond their circ*mstances and as loyal as a knight to their liege.

Gwen quietly broke off the hug, looking her friend in the eyes. “What are you planning on doing now?”

“I know a man that can help me. Peni talked to me about him. I could tell him about my powers and...” Liz sighed, looking at her clenched fist. “We’ll see from there.”

“You know… There is someone I’ve heard about. Maybe you saw them on the news.”

Liz looked up. “Mh?”

“Ever heard of the X-men?”

****

When Blake Drago started this whole supervillain gig, as the news liked to refer to them, he expected a certain level of professionality to the business. As he descended the stairs in his hideout, he didn’t expect the first thing to see that night with his accomplices would be Adrain Toomes getting emotional.

The man was sitting on his chair, his face hidden by his folded hands as he muttered desperately, occasionally throwing his eyes towards the ceiling. “She’s alive… She’s alive…”

“I go away for five minutes…“ Blake said while lighting himself a cigarette. “What has gotten into him?” Blake turned his towards Mason, who, as usual, was surrounded by holographic screens.

“His daughter had a rundown with our new associate,“ Phinn said as he looked at a screen. It was showing a couple of Oscorp vans guarding a small neighborhood. “She is quite unharmed.”

“Really? What was she doing over there?”

“We don’t know. We think she was with a friend. What she was doing in the middle of the night is unclear.” Mason answered.

“What matters is that she's safe. She sent me a message a few minutes after we saw her there,” Adrian said with a low growl while standing up from the chair. “I’m going home tonight. I’ll have to have a talk with O’Hirn.”

“Wait, who’s O’Hirn?” Blake blew some smoke out of his nostrils. “The new guy.”

“Yeah.” Adrian nodded. “He doesn’t follow orders.”

“You plan to waste him?” Blake asked with a slight chuckle. “There's the Adrian Toomes I know. For a second I thought you went soft.”

“You never had kids.” Toomes spat. “You’ll never know.”

“And thank God for that.” Blake chuckled.

“Phinn.” Adrian clicked his fingers. “Ready your drones. If she’s coming back home I want to know where she is at all times. If I know her, though, she’s probably buzzing around that Parker girl.”

“Parker? Blake asked, tilting his head with a cigarette between his lips.

“Yeah, she’s a geek from her school. For some reason Liz likes her. Attached to the hip.”

“Her?” Blake took a long drag of smoke and belched out a thick cloud of smoke along with a burst of rough laughter. “What? Is your daughter a—”

“You got any problem with that?!” Toomes immediately ran up to Blake’s face and without the criminal realizing it, was lifted up from the neck of his shirt. The cigarette fell from his agape lips as he looked in pure fear at the cold, enraged blue eyes of his partner in crime.

“Whoah, easy there, Adrian!” Blake raised his hands, showing he meant no harm. Adrian looked at him with eyes full of piercing rage, his nostrils flaring up as he breathed in short, angry bursts. Toomes looked at Phinn for a second who gestured at him to put Blake down, and Adrian complied, dropping him to the floor.

“Ready those drones,” Adrian ordered as he stomped up the stairs without even turning towards the other two. “I’m going home.” He slammed the door and he was swiftly gone, leaving a confused and enraged Blake on the floor, gasping for air as he tried to process what happened.

“What the hell is his damage?!” Blake spat as he lifted himself from the ground and dusted some dirt from his pants.

“You were out of line,” Phinn said calmly as he returned to his holographic screens, not even slightly perturbed by what had happened a few moments ago.

“Oh, shove it, Phinn.”

Blake lit another cigarette and wondered if his partner hadn’t just grown soft, but had grown to be a liability. A crook had to stay a crook; a family man had to stay a family man. Sooner or later he had to choose. Sooner or later, Blake himself might have to present him with that choice…

Meanwhile, Phinn conjured up on one of his screens the image of a blonde girl. She raised her hand, and as Phinn enhanced it, Blake could’ve sworn to see fire manifesting in the palm of her hand...

****

“Ok, Peni… Calm down.” Peni Parker was pacing back and forth, her steel-clad toes rhythmically clacking as she moved.. She was walking there for so long she was sure she was going to leave a furrow into the ground. She was wearing her full Sp//dr regalia except for her mask, as she wanted to take in as much fresh air as she could before proceeding with her meeting. “This is the first time you meet another superhero. No big deal.”

Your heart rate suggests otherwise.

“Also, he’s not the first superhuman you met,” May added, her warm voice coming from Peni’s communicator. “Remember the Devil of Hell’s Kitchen?”

“Yeah, right.” Peni chuckled as she remembered that mysterious figure. As shady as they described him, he did help her against that jacked-up gangster, so she wanted to see him again at least. Even to just say thanks. “But this one is an Avenger. You know, Earth’s Mightiest? I’m a little… Intimidated.”

“Well, you shouldn’t be.” Ben patched in. “He’s just a person, like you. Except with more money, and fame, and armor that can fly and—Ouch!”

Peni heard very well the sound of a slap interrupting Ben’s spiel.

“Relax, Peni. He just wants to congratulate you. You’re the face of the Sp//dr program, after all.”

Peni laughed impishly. “Is it a pretty face?”

“Well…” May popped her lips. “Liz thinks so.”

“Ugh, come on, May.” Peni sat on her knees and conjured up half of her mask to her cheek’s height to cover the ferocious blushing plaguing her face. “Not in front of the team.”

“ We are the team. Oh, and Liv here,” May said. “Apparently, she knew a lot about this—Gah!” Peni heard the very familiar sound of tentacles clicking as May was literally shoved out of the way. Peni hoped she wasn’t hurt, at least.

“Michael owes me 20 dollars,” Octavius chirped as she barged in on the communicator, followed by her usual unnerving cackle. At least she sounded happy, Peni thought. “He said that that shy beanpole wouldn’t make the first move.”

Peni groaned. “You too, Doc?”

“Sorry if your life is interesting.”

“Honestly, I’m glad you managed to save her and Gwen,” Ben said. “I am proud of you.” Peni beamed with pride at hearing those words. “You deserve some happiness if you ask me. And, honestly, I was kind of hoping things would turn out that way between you two.”

“Would have preferred you told us you liked her in a more conventional way.” May managed to get back online. “You know, without mechs or anyone risking their lives.”

Your heart rate was going sky high, Peni, but you didn’t seem to be distressed. You were filled with endorphins when you kissed her. Is this what happiness feels like?

“Oh, look at that! Isn’t that Iron Man?!” Peni immediately closed communications with the Oscorp headquarters. “But yeah, SP//dr… It was happiness.”

If being with Liz means this… Then I want this. For the rest of our lives.

“Me too, buddy…” Her attempt at getting out of the awkward conversation had a grain of truth as she could see in the distance, detaching itself from the imposing figure of the S.H.I.E.L.D. helicarrier there was a tiny blue dot moving at incredible speed, the air rumbling as it got closer and closer.

Peni quickly fixed her air, and then put on her helmet, realizing with an annoyed grunt that it was for naught.

Accompanied by the sound of roaring engines, a tall humanoid figure followed by a streak of glowing blue light approached the rooftop. Peni stood there, arms crossed in an attempt to look collected as she waited for the Armored Avenger, thinking about what to say to such a man. Iron Man approached slowly, hovering with blue flame thrusters on his gauntlets and boots, towering over. Looked at from up close, his famous armor looked even bulkier; more like a man wearing a tank than armor in the strictest sense. The overall body was metallic gray with only a few gold and red accents here and there, contouring the various arc reactors placed on his joints, which no doubt powered up a system capable of keeping up with super soldiers and Norse Gods. The chest and upper shoulders were the only part in a solid red scheme, each featuring two blue ports surrounding the blue chest beam. The glowing ports provided contrast to the dry appearance and the same color of his glowing eyes. His mask had two large, mandible-like protrusions at this side. Peni reasoned that such a helmet would have stored a large number of subsystems in it; subsystems that couldn’t be replicated with nanotech yet.

Iron Man looked down at her, and his voice came off smooth, with a barely audible metallic reverb. “So, Fury told me you were shorter.”

“It’s the suit.” Peni nodded towards her mise. “It gives me a few inches.”

“That is how I designed the Mark One. Works for intimidating your foes.”

“Really?”

“No, that's what the weapons do. I was told it was you I should thank for retrieving that armor. Oscorp’s little masterpiece. SP//dr… ” Stark repeated those words as if he was studying them down to the last sound, and knowing the mind of one of the most brilliant scientists of his age, he probably was.

“Not to brag, but I’d do it anyway.” Peni chuckled, trying to look aloof, and in control. She couldn’t show off; it was a big deal for her: Grown-up superheroes never did that.

“That’s the spirit.” Stark nodded slightly, his massive bulk giving him a rigid, far less relaxed appearance than his nonchalant demeanor could give. “They told me you managed to extract the arc reactor with relatively little damage. That takes some doing.”

“I did my homework.”

Iron Man tilted his head, his eyes whirring weakly as they scanned her. “Must be literal in your case. What are you, ten?”

Peni felt like she had been slapped in the face with that remark, but tried not to show it, not even moving a muscle to show her disappointment. “... No?”

“I suppose they had a good reason to turn children into weapons. It wouldn’t be the first time.”

“I am not a weapon, sir!” Peni exclaimed, her fits shaking at her side.

“Not completely, no. But I don’t see many school children able to bench press cars and rip StarkTech apart with their bare hands. And I’m not talking about StarkPhones. The last model is a bit brittle, I was told. You should still buy one or two.”

Peni looked down at her now open hand. Was that the same hand that just a few minutes ago was holding Liz’s? Caressing her cheek, bringing her close for her lips to meet hers?

“You… You consider yourself a weapon, too?” Peni asked, masking the slight tremble in her voice with the metallic reverb from her mask.

“Of course.” Stark nodded. “All of the Avengers are weapons. We are led by a literal super-soldier, Sp//dr. A bunch of weapons gathered together. And take it from a weapon manufacturer, weapons can be replicated. You included.”

Peni thought about everything that led her up to that point; her mother and father in that messy laboratory, his DNA literally engraved in Sp//dr, the entire reason for her existence, and the mantle she chose to wear… “I’m one of a kind, sir.”

“That’s what I thought, too, and look at the Iron Man Six. Whoops.” Iron Man chuckled quietly. “Spoilers. You’re not supposed to know that yet. Just, look at the sky when you need it.”

“... Sir, that was way more ominous than you probably intended.” Peni did indeed look up to the night sky and wondered what he could’ve been referring to; a kill-sat? A giant Iron Man armor? A giant Iron Man Armor with a kill-sat strapped to its wrist?

“But you know what? What matters is who wields the weapon, kid. The Iron Man armor is a weapon and it still did some good, I believe.” Stark turned his head, looking over the horizon with a somehow wistful tone in his voice. Peni could see a glimpse of the man’s true personality buried under layers of titanium alloy.

“Anyway, I’m glad you found some time to meet me in person, sir,” she said with a smile hidden by her protoplasmic mask.

“Who said I found it?”

The armor’s chest plate opened up with a sharp hissing noise. Blue fluid leaked out of it and the armor was revealed to be empty, its silver-colored innard crackling with electricity as the armor kept hovering unmanned.

“Oh… “ Peni couldn’t mask her disappointment as she tried to reach the armor weakly with an arm. “I’m sure you had a good reason…”

“A martini in my hand and Miss Universe in the other. Anyway…” The awesome power of its engines made Peni’s protoplasm armor ripple as the armor turned and propelled back to the Helicarrier. The armor’s chest plate closed again with a satisfying click, and it flew off with its engines lighting the night up with a blue hue. “Thanks for the help, kid! See you in the funny papers.”

Peni looked at the Iron Man armor turning back into a tiny blue dot in the distance and was left there with her hands shaking from the excitement of that encounter. She looked down to see that the Rhino mech suit had already been placed into a container, and transported back on the Helicarrier by a swarm of Oscorp drones, aided by their magnetic hooks and ropes.

She sat on the ground and sighed weakly.

“Sp//dr?”

Yes, Peni?

“Do you think all adults are like him?”

No. He’s a special case.

“Do you think I’ll turn out like that?”

Our suit is better.

Peni chuckled quietly to herself, and then sprung up again and set off, swinging on her webs on her way down. She had one more person to take care of that night...

****

Michael Morbius watched the records of the battle for the final time and concluded that the SP//dr program was doing very well, especially with such an incredible test subject.

He looked through Peni’s eyes and was surprised by her courage and ingenuity in dealing with the armored foe. Sure, he would’ve preferred for things to go smoother and fewer civilians present, but a man couldn’t have everything.

Also, it was good for Miss Parker to have finally resolved her feelings toward Miss Allen. It would’ve been more of a distraction if they didn’t. After all, the girl was young and had decades in front of her. She deserved every happiness she could get. Sure, the girl she had chosen was nosy and a bit reckless, but the heart wants what it wants.

Still, Morbius owed a debt to Peni Parker. After all, even if indirectly, she may have given him more time to live.

Morbius looked with tired eyes at the holographic reconstruction of a DNA strand. It was taken directly from Peni Parker after she had bonded with the cybernetic organism. Her bone marrow had been partly replaced with a protoplasmic, thought-activated tissue that also had regenerative properties. As much of a monumental scientific discovery it was, Morbius had wanted this discovery, not for himself, but for the sake of the person he loved.

He took out his Starkphone and saw a text from Martine, his fianceè. “Are you coming home tonight?” it simply said.

Michael wasn’t sure of the answer yet. He hated doing this to Martine. He owed the world to her. She was still at his side; even when his illness got worse. Still, he had to sacrifice some of the time they could have spent together because the possibility of a cure was so much closer now. The possibility of a normal life was tantalizing.

He looked inside the accelerator chamber, hoping to find it there. Beyond the glass window, there was a toroid-shaped chamber, crackling with pure energy. It had the same signature from the N-Zone. Morbius couldn’t help to have some grudging respect for Richards’ discovery, if only because he worked for a different enterprise.

That energy was highly unstable, yet infinitely shapeable, coming from the crossroads of all realities. Inside the chamber, there was a capsule containing a single DNA sample. A few of the new model drones were flying around in the experiment area. At first, they looked like the typical surveillance drone; whirring circuits and an eye-shaped camera embedded into its red plastic chassis. With a few clicks, they unfolded mechanical arms and legs in solid steel. The eye of the camera switched position, acting as an impromptu head to complete the unusual figure. Mechanical steel wings were at their back, supporting their lithe frame. The humanoid figures started making the last adjustments, carefully positioning the capsule, and redirecting the wirings as the machine powered up.

The goal of the experiment was to suffuse the sample with N-Zone energy and use it as an anchor of some sort, making it possible to summon from the multiverse another version of it.

A version that could grant Morbius those same regenerative capabilities, bypassing the issue of it being genetically locked to Parker, perhaps. Desperate measures for a desperate man, he reasoned.

It would’ve taken tremendous quantities of energy to pull it off. Luckily, he had the invaluable assistance of Octavius in all of his endeavors. He never admitted it to her face how invaluable she was, of course. Morbius was a man that kept to himself. He left the task to others to interpret him however they wished. He respected their intelligence too much or they weren’t worth the effort.

“So, according to my latest calculations—Whoops!” A stack of papers nearly slipped out of Octavius’ hands, but the tentacles under her lab coat hissed and slithered out, to neatly fold the documents before retrieving them before they hit the ground. “Oooh, look at you, number four. Always the best,” Octavius cooed as she caressed the tentacle’s pincher. To Morbius’s confusion, the thing was wobbling slightly and actually clicked its claws, making a sort of purring sound.

“Liv… “ Morbius sighed, pinching the bridge of his nose. “Focus.”

“Amazing, right? I think I have improved on their IA. Just a matter of weeks, and they’ll be as intelligent as a common house cat.”

“No matter,” Morbius said. “Is the accelerator ready?”

“Yes, yes, about that, I was just wondering…” The woman took out her glasses to clean them with a cloth from her pocket, only for one lens to detach from its frame. Octavius groaned in frustration as she barely managed to catch it with her organic hand before it hit the floor, and continued. She shot a glare towards another tentacle, apparently for not being fast enough. “The Energy Bridge had accumulated quite a lot during the, uhm, accident with The Vulture Gang.”

“I told you we should’ve assembled it here. Those thugs still don’t have the courage to assault The Oscorp Tower directly,” Morbius said while inputting some last-minute corrections with a nearby holo-interface.

“Even if the city blocks affected by it are back on, we can access a considerable amount of it,” Octavius continued. “It is trapped in the folded space. I’m sure you won’t need me to explain the technicalities to you.” Liv chuckled, almost expecting Morbius to join her. Michael simply rolled his eyes at her. She knew he wasn’t one for jokes, and yet persisted. Not that he wanted it to stop.

“There’s no need, in fact.”

Octavius let one tentacle adjust her glasses for her. “The thing is, the fluctuations of power in the stored units are irregular at best. My point is, you want to inject this into your body. I don’t think you will need me to explain why you shouldn’t be hit by a lightning bolt.”

“I am dying, Liv,” Morbius said, the shock from those words making the lens slip from her hand. “I don’t have much time left. This disease I have, that drains my very blood…” He raised a bony hand. “It left me alive for too long. I’ve had enough time to work on it. It’s either this or facing my end. Every breath I draw just makes me weaker. If this can help me, then it can save mankind. If I die, the research will go on without me. Either way, mankind will benefit from it.”

“I just wanted to tell you to be careful, that’s all,” Liv mumbled as she used her four tentacles to slightly hover off the ground, and do a light twirl. “It would be a pity if something happened to you. You may have more time than you think, beyond this attempt. Time you could use, and time you deserve. Besides, don’t you think it would be a bit of a waste?”

“Mhh?” Morbius raised an eyebrow.

“We are treading into a new territory of discoveries. And you just want to be cured? To be human?”

“It is enough.”

“Well, sure it is now .” Liv raised all four of her tentacles who did a low hiss, directed at the skinny scientist. Liv pacified them with a simple gesture of her hand. “It may not be enough. We walk with marvels, now. I think that even Peni Parker might be the next step in human evolution. We have to keep up the pace, Michael. I would hate to see you left behind.” Liv removed her glasses, and Morbius could see a glimpse of genuine concern flashing in her eyes, as she looked at the particle handled by the drones.

“...You’re a good woman, Liv.” As much as Morbius wasn’t a people person, he felt genuinely touched by that. He placed a comforting hand over Liv’s shoulder. “I’m honored for your help.”

“Oh, don’t get emotional, Michael.” Liv chuckled. “Martine will be jealous if you do.”

“Would you do the honors?” Morbius gestured towards the keyboard, stepping aside to let Liv activate the accelerator.

Octavius’ tentacles didn’t need to be asked twice as they zipped over and inputted the last sequence of commands, activating the accelerator. Soon, the plastic toroidal chamber was suffused by red lightning, which quickly condensed into a small, red light. With awesome speed, it ran for all the chamber’s length, impacting the capsule which now started glowing with the intensity of a star. Liv’s concern was now replaced by a look of manic glee as she slipped a pair of protective glasses with surprising speed.

Morbius turned away and went to the computers, looking at the holographic DNA with anticipation, and realized it was now multiplying, filling the once empty room with a myriad of translucent DNA strands. The blue hue of the holographic strands filled the room, and he nearly fell to his knees, as it was a sign that the experiment succeeded, after all those years.

His heart finally felt alive again, and he texted back to Martine a proud, sincere “Yes.”

****

“Thanks for walking me back home.”

Peni Parker looked up towards Liz’s sweet face tangled in the warm embrace of her girlfriend as the couple walked along the familiar driveway to Liz’s house. The taller girl’s arm was wrapped around Peni’s shoulders. Her heartbeat was still a little faster than usual as she reveled in her girlfriend’s touch. She was there, she was safe, she was real, and she was hers. Her steps were light as if she were floating on a cloud. Liz’s smell of vanilla perfume made her head spin for how sweet it was.

“No problem. That’s what I do for my girlfriend.” Peni laughed quietly to herself. “Girlfriend…“ She savored those words like honey. “I’ll have to get used to it.”

“I can get used to it,” Liz said, pulling Peni closer. “You know, you walked me home plenty of times before.”

“Yeah, but never like this,” Peni said, stopping for a second to tiptoe and nuzzle the nook of Liz’s neck.

“God, you’re so cute,” Liz replied with a kiss on Peni’s messy mane. Liz yelped a little as she saw Sp//dr crawling up Peni’s shoulder and almost breaking contact with her. “And he’s cute, too? I, uh, I don’t want him to feel left out.”

Tell Liz she sounded a little insincere.

“Nah, she really thinks you’re cute.” Peni held one finger up and Sp//dr affectionately nuzzled it with his mandibles. “Yes, he is, yes he is,” She cooed, rubbing her nose on the spider’s mandibles.

“Wow, did he listen to everything while we were on the rooftop, making out?”

I tried to zone out. I started doing that whenever you wanted to spend more time with Liz. Which is a lot.

“He said he was zoning out.”

“Well, I guess I’ll have to get used to it. He’s like your little conjoined brother or something. That lives in your head. And I’m a mutant that shoots fire! I guess we aren’t that strange of a couple!”

Peni puffed up her cheeks, her fingers gently grasping Liz’s. “You know, Chang and Eng Bunker were married to different women and they did just fine.” Liz stopped in her tracks with a blank look, and Peni nearly had a stroke right there, praying to high heavens she didn’t mess up literally an hour after getting a girlfriend.

To Peni’s delight, the girl let out a relaxed peal of laughter, using her hand to hide her flushed cheeks. “Aren’t we… Aren’t we going too fast? I mean, talking about marriage already!”

“Oh, right, sorry…” Peni chuckled in embarrassment. “I mean, let’s take it easy for now.”

Liz pulled her close and landed a soft kiss on Peni’s cheek. “If we do marry, I’d like a house by the sea, though.”

“With Atlantis close by, “ Peni nodded meaningfully. “I understand. You’re a smart woman.”

“And don’t you forget that.” Liz playfully poked Peni’s ribs, drawing a giggle from her.

Peni narrowed her eyes and glimpsed at the lonely street light illuminating the picket fence of Liz’s house; a strange sadness gripped her heart as she realized they’d have to part for the night. Her gaze moved longingly towards the roof of her house, and a strange sense of completeness dazzled her senses. She hoped she could return tomorrow, and kiss those tiny lips again and again and again. “Well, here we are.”

Liz checked for her pockets producing her keys. “At least this one didn’t burn.” She did a sad chuckle as she nursed her burned sleeve.

“What are you gonna tell your folks? I always thought that jacket was cool.” Peni almost thought to add “not as cool as the person wearing it”, but maybe it would’ve been going overboard.

“I don’t know. I guess I’ll throw it into the trash, and forget ever owning it. Tomorrow I’ll think about what to do about… “ Liz pursed her lips as her words died in her throat. She was going to say “powers”, Peni thought. Of course. Peni reflected on how she jumped on her powers the first occasion she got, for good and for ill, and she had to accept that not everyone would’ve done it. Except not a mutant. They wouldn’t have a choice. Peni realized that it was the first time she referred to Liz with that word, and it disturbed her. It didn’t change anything at all, for her. It was just who she was. And what a beautiful person she was...

“So, I guess…” Liz turned to face Peni, timidly playing with a lock of her hair. “I guess we’ll see tomorrow.”

As Peni looked at her blond hair glistening in the street lights, her quivering baby blue eyes, took in the smell of her vanilla perfume, and the sheer, simple fact she was her best friend who just told her an hour ago or so that she loved her, and Peni loved her back with all her heart, Peni Parker had the realization that the image would’ve been her most beautiful memory, and she would’ve treasured it until the end of her life. “Yes, we will.” Peni stood on her toes to steal a kiss from Liz’s lips.

As the kiss broke, Liz put a hand over her lips, feeling the warmth of that kiss over her hand. “Wow…” she whispered, following with a coy giggle. “ This I can get used to.”

“Yup.” Peni folded her hands behind her back, and wiggled back and forth on her toes and heels, hiding her blushing cheeks with the aid of her neck’s shirt. “So, good night, Lizzy.”

“Night, night…” Liz quickly opened the door to her house and shut it behind her. “Oh, and Peni?” Liz’s voice came from behind the wooden surface.

“Yes?” Peni’s phone made a quiet beep.

“I know, I know, I’m still too shy to ask you in person, but I had this message ready for a while,” Liz said.

Peni looked at her phone and saw a message that made her heart soar with joy once again. Will you go on a date with me?

“... Y—Yes!” She exclaimed, immediately shutting herself up with the aid of her hand as she realized that maybe Liz’s mom was home after her late shift. “It’s obviously ‘Yes’,” She repeated quietly, pushing her cheek to the door to let herself be heard better. “A thousand times, yes!”

“... I’m so happy.” Liz opened the door just a few inches, allowing Peni to take a brief glimpse of her eye. “And I love you.”

“I love you, too.” She walked away, taking the time to blow one last kiss at her girlfriend, and started skipping her way home. Her heart was as light as a feather as the weight of everything that happened that night was lifted from her being. Even if the night was dark and silent, only broken up by an orchestra of crickets on the slews of pines, Peni’s mind was filled with myriads of thoughts. Sure, Gwen knew about her secret identity now, but she was a good friend—the best of friends, and she was glad Gwen understood. If and when the program was about to go public, she would’ve known anyway, but she was glad Gwen was the first. Peni was glad she managed to save her.

To save them both.

The thought of another masked maniac wasn’t as pleasant as the others, but he was stopped for now. A hint of a plan was forming in her head: maybe they could’ve traced where he had stolen the components for the mech from. It had to come from somewhere. She was ready to explore the entire city to find that out. It was her responsibility.

And then there was Liz. Sweet, thoughtful Liz that she had never loved so much in her life. For Liz she was ready to face a thousand perils, to delve into the deepest depths, and to face figurative and literal (you’ll never know) dragons, if necessary. Her best friend, her first love, the most important person in the world; the one person that thawed her heart out, and made it flutter. She would’ve never thought it would happen, but it did, and the world was a better place for her. Her mind went to the infinite multiverse that Dr. Richards had discovered, and wondered in how many worlds did they live this night? In how many worlds did they kiss the same way? Could it have been sweeter in those worlds?

“Oh, Sp//dr.” Peni sighed as she took one last, longing look at Liz’s window, and saw that the lights were on now. “I never felt like this…”

Neither did I. Although I’ve been with you only a few months, so I’ll have to take your word on this.

“Well, trust me. I think this is what love feels like.” Peni clutched her chest, her heartbeat rising to a steady tempo, and she kept walking away, stealing every glance she could at her beloved’s house. “I never… I never would’ve imagined this…”

Enjoy this, Peni. When you’re happy, I’m happy.

“Well, you’re going to be very happy, then. She asked me about a date. Can you imagine it? Where would I take her? What dress should I wear? What do you even do on a date?” She threw her hands in the air as she walked in a confused huff, before flashing a huge grin from ear to her ear. “But it doesn’t matter. I have a date! With Liz! We’ll figure it out!”

I think we faced worse than a date.

“Trust me, Sp//dr. Everything will be just—Gah!” Peni fell to her knees as she felt her Spider-Sense practically exploding, like crushing her head with a vice. “What is happening?”

Peni? Peni, are you alright?!

“Hey, don’t worry, Sp//dr… “ She smiled through the pain. “Like you just faced, we had worse.” Peni looked around, trying to find the cause of her worries. If it was another alien invasion tearing up spacetime right in that neighborhood, they were sure subtle about it. She only managed to see a couple of fireflies buzzing around, and a stray dog rummaging through a trashcan in search of food.

That was until she saw a surveillance drone buzzing around, pointed right at her. It wasn’t an unusual sight. They were back into the grid, and she had nothing to worry about. After all, she worked for those that maintained the grid.

But Oscorp sure wasn’t the only one that would tinker with drones…

Peni carefully studied the flying machine for a few minutes, soldiering on, and walking her way despite the pain, until the thing flew out of its way without making too much of a fuss. Her Spider-Sense quietly waned and the pain faded. “Sp//dr… Call the headquarters. They need to check the drone’s route around here…”

****

Phineas Mason had a reputation to uphold. He wasn’t just the idea guy of the team, despite the fact the Vulture Gang’s ideas would’ve never had flown on its own without his expertise. And an idea needed money to be put to use. The flying suits were expensive. The hideout was expensive. The device that allowed them to breach the Oscorp security net and puppeteer their precious drones was expensive. The new Vulture suits, on which Phinn poured sweat and blood into them, were expensive. He could see their sleek black alloy glistening in their protective glass capsules in the back of the room, aching to be used. It was the only time he allowed himself to show some pride and for a good reason.

All of that was thanks to their benefactor.

Mason was supposed to save face with him. The benefactor expected results. Adrian and Blake were blunt instruments, and certainly not diplomats. Adrian had called it a night and was too emotional to deal with the meeting and Blake… Phinn never cared much for Blake. A person that overestimated and oversold their qualities, as few as there were. This was something only Mason had to do and Mason alone.

He checked every screen connected to his phalanx of cameras, including the secret ones he never told the others.

When he felt secure enough, he closed his eyes and took a deep breath. “Dracul.” When I spoke the secret word the whole hideout went silent, the swarm of holograms instantly turned off and cloaked the base in darkness with the sound of the cold machines around him the only thing to keep him company. After a few minutes, a hologram emerged from the ground like a demon ascending from Hell to lay waste to Earth. Normally, Mason wouldn’t be so dramatic, but considering who he was dealing with, it may as well have been the truth. A giant shape of a man was towering over him; his face was a metal mask, only his eyes betraying his once human nature. They were blood-red windows to depths of immeasurable intelligence and unspeakable cruelty, crowned by a jagged brow covered with metal studs. Rows of metallic, sharp teeth were exposed by his non-existent cheeks with only two strings of metal to connect his mechanical jaws. The man's head was cloaked by a green hood, part of a cape that covered his broad shoulders. He was sitting on a throne with his hands clasped, and his voice, as soft as it sounded, could feel like a knife slowly slicing down one’s back.

Doctor Doom was demanding answers.

“Mason,” Doom said, his booming, metallic-sounding voice echoing in their lair. “You’re late.”

“Your majesty.” Mason kneeled immediately, his eyes staring at the ground.

“I’ve heard of what happened with your associate, with your lack of progress, and the continuous interference of this Sp//dr. It displeases Doom.”

Mason gulped. Of course he knew. Doom had eyes everywhere. Doom was owed the very air they breathed every time they were wearing their suits. “We are working on it, your majesty.”

“Pay your debt, Mason. Pay the debt that you owe Doom. Bring me the Arachne Protocol. Or you shall face the consequences.” He never raised his voice, Mason noticed. He never did. He didn’t need to.

“It will be done, your majesty.”

“Proceed with the plan. You will know when. Doom will let you know.” He snapped his fingers. “Look at me in the eyes, Mason.”

Mason obeyed immediately, staring at the holographic figure, his heart beating so hard it threatened to escape his sternum. The hologram of Doom opened his hand, and something flowed out of it. A swarm of metallic insects had gathered in the palm of his hand and shaped themselves in the form of a dragon. The little creature hissed and roared as it flew away, and started circling Doom’s shoulders. “Dracul. The Dragon. Latveria’s symbol. Do you know what it symbolizes, Mason?”

Phineas’ pupils widened. “The vial…”

Doom gave an imperceptible nod. “Oscorp thinks to have dismantled the bridge. To think that Doom’s influence over it somehow waned. Doom never loses hold on what is his. Whether it’s a common weapon, Latveria, or the world…” He slouched on his throne, the dragon turning back into tiny insects and being reabsorbed back into the palm of his hand. “You will know when to act, Mason. When you do, New York shall bow to Doom. And the world with it…”

****

Liz Allen had had pleasant dreams. That was a good sign, she thought. She woke up happy to find neither her pajamas nor her house had burned down in the middle of the night. The Dazzler poster still stood above her bed in all of its patinated glory. The phone on her bedside table buzzed lightly and when she grabbed it, it drew a smile out of her as she noticed a text by Peni, her name adorned by countless hearts.

You up? It simply said. She held her phone to her chest and sighed, looking at her ceiling. As much as she loved to simply bask in the simple fact of being woken up by a message from her girlfriend, Liz made a promise; she was going to check about her powers.

Spurred by Gwen’s advice, she searched for the elusive X-men and what she saw was certainly new and terrifying. From what she had gathered, they were a team of mutant vigilantes, focused on saving other mutants from persecution, and dismantling extremist organizations. There was a video floating on the internet about them attacking a military base, its presence classified of course, and the use of their powers was something she couldn’t have imagined in a million years.

Their leader marched confidently, red beams erupting from his eyes strong enough to blow a steel door from its hinges. There was a woman with bright red hair that could make men levitate and snatch weapons from their hands with only the power of her mind, a woman that was riding the winds, and unleashing lightning bolts at her enemies like an angry goddess, a giant of a man with skin made of steel that could punch through a tank like paper; and lastly, a person that looked like a moving ice statue, freezing waves of soldiers and moving around on ice-slides.

She looked at her hand and wondered if her powers would reach those heights one day. “Come on, Liz…” She concentrated, and a small flame appeared on the palm of her hand. The flame danced in a liquid motion as she slowly raised her other hand, making it flow from one to the other, and then pressed that flame up in a little ball kept tight between her palms. Her powers were growing, just like Peni said. Her control felt sharper, but she didn’t know what to do with it…

She heard a knock on the door and answered it with a yelp. She squashed the flame between her hands, leaving only a small trail of smoke from her squeezed palms together. “Who’s there!”

“It’s just me, Liz,” she heard the voice of her father. “Can I come in?”

“Just give me a few moments to change!” She rushed out of the bed and changed quickly, slipping out of her pajamas to wear her cream-colored shirt and her black jeans. “Ok, now I’m decent!” Liz giggled quietly as her father slowly opened the door and entered the room with heavy steps. He looked slightly haggard, with tired eyes and the slightest hint of stubble.

He waited there at the threshold of her room, studying Liz with a sad look on his face, silently. Liz took a few steps towards him, her hand extended to caress his cheek. “Dad, are you alright? You look—Whoah!”

Adrian rushed forward and hugged her tight, his powerful arms wrapped around her back. “What… What is it for?”

“Just happy to see you,” Adrian said quietly. Liz shrugged, and lost herself in the hug, quietly caressing her father’s shoulders. Her father wasn’t always this affectionate, but when it happened, Liz felt that the world was a softer, gentler place.

“I’m happy to see you, too. I’m always happy to see you.” Liz said.

“Good,” He said quietly and without any intention of breaking that hug. “Just… Can we stay like this for a while? Just until you really have to go to school… And I have to go there.”

“Where?”

“The same place as always.”

“Sure… It won’t take long. You can go and see your friend.”

“Maybe we can meet your friend halfway there. I mean, Peni. Does she need a lift? Did I get her name right?”

“Oh, right… “ She thought about Peni, and a smile graced her lips. That was a moment she surely could indulge herself in, one moment she could just be a girl. “I have to tell you something. Something good about us…”

And so she did, and saying it to someone for the first time made it more real and beautiful than it already was.

****

“All I’m saying is you should ask her out, dude.” Flash Thompson was walking along the busy streets of New York, trying to keep a certain distance from his friend Kenny. As funny as he was on a good day, he couldn’t bear the thought of Kenny just spilling out his problems for everyone to listen.

Flash didn’t even turn as he heard his friend’s heavy steps coming from behind, suggesting he started running to keep up the pace. Flash had his hands firmly hidden in his pocket and a hoodie pulled down on his head; he couldn’t risk being recognized by his classmates. “Yeah, but, what if she says no? I’ll look like a douche.”

“Then she said no? You worry too much, man.” Kenny shrugged, finally picking up pace with Flash, and trying to give him a reassuring pat on his shoulders. Flash just moved away.

“Oh, I worry too much?” Flash sneered.

“Yeah. What’s so special about Gwen Stacy? It won’t be the end of the world if she says ‘no’.” Kenny said.

“She’s cool.” Flash picked up his phone, pretending to check for his messages. “What can I say?”

“What?” Kenny snorted. “A girl ogles you once, and you can’t stop thinking about her?”

“Well… Yeah. Is that what you wanted to hear? It’s not just that. I mean, you saw her; she hangs around superheroes; she knows Sp//dr, heck, she probably has a selfie with the Avengers or something.” Flash chuckled.“ I think she’s pretty cool,” He muttered, looking down at his shoes and feeling bothered by the strange heat on his cheeks.

“Isn’t obsessing about superheroes geeky?” Kenny asked.

“Wait, no! They are cool,” Flash snapped, quickly turning towards his friend, and briefly walking backward to keep up with the discussion. “They are real. Just like you and me.”

“I don’t know, man. They seem to be… Created wholesale to have a colorful, marketable image. You know, to depict a more acceptable and believable struggle between good and evil.” As if on cue, a holographic billboard was flashing above, showing a commercial for a new car model by Stark Industries.

“Wow, did you hit your head or something? We’re losing track. We were talking about me .” Flash pointed at his chest with his thumb as the two stopped when reaching the sidewalk.

“Fine.” Kenny shrugged. What if she says yes, then?”

“Yeah, that would be great.” Flash sighed.

“Did you forget she's in the band? How can you ask her for a dance if they’re playing music for the dance?”

“You… I… She…” Flash sputtered, apparently getting himself into quite a conundrum; he hadn’t really thought about that issue, adding it to the ever-growing list that was stopping him from just asking that question. “Whatever! You’re just jealous!” Flash snarled and started walking away from his exasperating friend, marching without even looking through the same sidewalk the two had just crossed.

“Watch out!” Kenny screamed in terror as he tried to grab his friend with a plump hand.

Time stopped as Flash realized a truck was speeding his way. He froze in fear as the vehicle’s wheels screeched on the asphalt in a half-baked attempt to stop before it was too late. The vehicle was getting closer and closer until he swore he could see his terrified face reflected on the windscreen. Flash closed his eyes, muttering a quick prayer, as he prepared for the imminent impact… Until he felt snatched by something even faster than the oncoming vehicle. He screamed, hugging with all his strength a crimson shadow clad in a shell of pure steel. Flash summoned some courage to open his eyes, and found himself not only alive but also hanging on for his dear life to a figure clad in solid red steel, swinging on a web.

“Holy sh*t, you’re Sp//dr!” he managed to blubber out as he looked down to his feet dangling high above the void of air. The world turned into a blur until he finally felt the ground again as Sp//dr had brought him to the other side of the road with a speed forbidden to mere mortals. Flash fell forward, his hands touching the warm concrete as he was ever grateful for not being a splatter on it.

“You…” Flash sprung to his feet, taking a good look at his savior. A superhuman towering over him, clad in a futuristic shell of red armor sporting a gold spider on her chest was looking at him. “You saved me…”

“Well, of course. I did.” She placed her hands on his shoulder, her head tilting in concern. “You’re okay? Are you hurt?”

Flash shook his head at both. There was a superhero, and one of his favorites at that, having just saved his life and mere inches away from him. It was an occasion that came once in a lifetime, so he had to choose his words carefully.

“Thank you…” He saw himself reflected in the cold, ovoidal eyes of his savior. “I love you!” He blurted out and he immediately asked himself if that truck was still around to finish the job after that.

Sp//dr stood there for a few seconds stunned by that answer. Of course, Flash’s first thought was that he had creeped her out, which was an educated guess. “...Well, I’m flattered.” Sp//dr shot a strand of web to a nearby wall and started swinging away, out of sight and out of his life forever. “Stay safe.”

Flash watched her go, up the side of a building and crawl up to a wall, quickly vanishing behind a billboard. He slapped his forehead as a crowd started gathering around him to check if he was hurt, and, of course, to take a few photos of New York’s defender, no matter how far she was now. ”Yeah, great going, Flash. ‘I love you ... ‘ he scolded himself in a mocking tone. “You jerk!”

“Dude! You’re ok!” Kenny immediately ran to him and pulled him into a bone-crushing hug. “You’re okay, man! You’re alive!” A very inelegant stream of tears and snot was crossing his cheeks.

“Yeah, yeah, I’m ok,” Flash managed to wheeze out as he found himself slightly lifted off the ground by his friend’s stout strength. “Personal space, dude.”

“Sorry.” Kenny put him down, even adjusting Flash’s jacket to be sure he was unharmed. “Dude! This is why they tell us to look both ways.”

“You know what? Life is too short,” Flash said, patting his friend’s shoulder. “I really should ask her out.” He made a small gesture for Kenny to follow him, and this time they walked at the same pace.

****

Adrian was always alone when he went to the cemetery early in the morning. It was good, he thought. No one could see him there. He traced the steps mechanically, following the rows of graves, leading him to a simple plot that rested in the shadow of an angel statue. He always thought it was tacky; a beautiful funeral did not guarantee Heaven as the old saying went. Not any of them would’ve gone to Heaven, but it was the thought that counted.

“Hey there.” Toomes kneeled down to place some flowers on the grave. It was covered with dust and leaves. A small gravestone with only a name and a quote, its letters halfway faded by the passage of time and the elements. “Long time no see.”

The headstone read:

NATHAN LUBESKI

He will cover you with His pinions,

And under His wings you may seek refuge;

His faithfulness is a shield and bulwark.

“So, we’re going somewhere,” Adrian said, his hands firmly shoved in his pocket as he looked down at the ground. “I’m just sad you won’t be there to see it.” Adrian sighed, brushing some dust from the name. “Doris is well. So is Liz. She’s got a girlfriend now, can you believe it? Sure, a dork of a girlfriend, but what can you do? Phinn is the same egghead he always was, and Blake is… There.” He sighed, pacing back and forth on the spot. “I miss you, Nate. I can’t help but think how things would be with you around. Maybe better. Maybe worse.” He chuckled. “You know I’m doing all of this for you, right?”

He stopped to consider those words as if expecting an answer. An image flashed before him, of his friends bursting out laughing in his face. He would’ve done that if he could.

“Sure, the money is good. Very good. I can provide for my family and a few other things. And I can make Oscorp suffer for what they did to you. Sure, now they have that little brat protecting them…” He balled his hands into fists, shaking in anger. “But she’s going to burn. All of Oscorp is going to burn. This city is going to burn. Give me a sign if you think it’s a bad idea.”

There was no sign as never had been all the other times. He hung his head, listening to the sound of the wind, and a few lonely birds.

****

Alex O’Hirn hated fitting into a stereotype, but he had too much work to do to worry about it. He hadn’t eaten in days, his skin hadn’t seen the sun for just as long, his apartment room was filled to the brim with filth and humming harddisks, the only lights in his room were coming off a dozen computer screens. His shirt was drenched his sweat, just like his stringy black hair, so much they had started to fog his glasses. What was he supposed to do, after all? Information was power, the only power that mattered, and the only power he had left. He groaned and rubbed his eyes, sore from having seen nothing but strings of data pass in a blinding speed over the screens, and that footage recorded with the mech over and over.

His beloved mech was now in the custody of S.H.I.E.L.D. and he had Sp//dr and that skinny blonde to blame… That skinny blonde also happened to be a goddamn mutie. There was no other explanation, he reasoned, as he watched the footage for the umpteenth time. No one else but a mutie could've been able to fire lasers from their hands, and even melt the mech's chassis like ice cream in the sun.

Just to be safe, he sent the video to his Purifier contacts. They weren’t the most stable bunch, but having an ear or two in the streets was useful. he renamed the file with something innocuous-sounding, like “Fire Prevention Tutorial” and sent it to his contact. After his disastrous dealing with Sp//dr, it was a nice thought to have a gang to back him up, a gang that would be very interested to know about Toomes’ mutie daughter if he ever stepped out of line...

The jury was still out about Sp//dr, even though he would’ve liked to have a piece of her in order to dissect that armor, on general principle.

He walked around, back and forth in that little space that wasn’t filled with equipment, looking at that stupid face, and straw-blonde hair to see how such a plain person ruined all his plans. From what he had gathered from the footage, she didn’t even expect it to work. He had his biggest asset taken from him by the sheer dumb luck of a stupid kid.

He sat on the one chair not occupied by spare parts and rubbed the ridge on his nose. He hadn’t contacted his father in a while, except to tell him that the plan had to be postponed until he got the mech back… How was another matter entirely. His father had great expectations for him. Too great. He couldn’t face him yet. He had to make himself worthy again before he did. But how was the problem? He was alone in this endeavor, he thought. He surely couldn’t ask his father for more money and Starktech didn’t grow on trees. Not to mention the fact he couldn’t ask for support from his so-called “colleagues'' in the Vulture Gang. Granted, they had access to a lot of options that were now precluded to Alex, but off the top of his head, he couldn’t think up an approach…

He watched the footage one last time until the screens went black. At first, he thought it was a power fluctuation, but after he sprung back to his feet, Alex’s heart skipped a beat as he saw a crack on the wall that was slowly but surely expanding. “Oh, no… “ he muttered quietly, and tried to rush for the door, away from the impending danger, but the moment he took a single step, the wall was promptly snapped in half, exploding in a cloud of concrete powder and a shower of shrapnel.

Alex O’Hirn fell on the ground, his lungs filled with dust, as his already sore eyes saw a figure emerging from the hole that was his apartment’s wall. Hacked Oscorp drones began to swarm his apartment as the black figure took heavy steps toward him. The cold wind of the night flooded his apartment, as claws gripped him by the shirt and lifted him up above the floor.

“Oh, no, no, no, no, no… “ He trembled as fear obfuscated his senses. He tried to pry open the deadly grip clutching his neck with his hands. He flailed his legs, kicking weakly at the wall of synthetic muscles holding him.

“Let’s talk, Alex,” The figure said in a deep voice, punctuated by the breathing in their beak-shaped masks. Green glowing eyes glowered at Alex, piercing right to his soul. The figure spread its metallic wings, shaped like an ensemble of sickly green blades, held together by a magnetic field. Even while facing certain death, O’Hirn couldn’t help but be curious about the tech…

“Mr… Toomes… “ Alex wheezed out as the figure started to walk with heavy steps towards the now broken wall. The Vulture was leaving dents with every step of his claw-shaped feet, as it carried him like a rag doll in his grip. “Please…”

“Oh, I’m sorry. There’s static, apparently.” With that, he dangled his body out of the opening, drawing a high-pitched scream from Alex. The sound of the wind roaring in his ears and the traffic blaring down below bombarded his senses. He kicked his feet helplessly, realizing in sheer terror that the only thing stopping him from falling down ten stories was only the Vulture’s grip. “Isn’t that what you said?!” The Vulture screamed in his face, his beak grazing at Alex’s cheek.

“I’m sorry… I’m sorry…” Alex sobbed as he closed his eyes, trying not to look down at the streets below.

“Sorry won’t be enough. You know, it would be poor form to kill you like that.“ He let out a sinister chuckle as he dangled him a little more, playing with his puppet. “You know why we told you to stop from harming that girl?”

Alex shook his head, his heart pounding so fast it thought that was going to kill him first. “The girl… ?”

“Because she was my daughter.”

“Oh, sh*t!” His voice cracked as the realization sank in, his blood turning to ice at the sheer terror of the figure looming before him.

“ Yes . I’m glad we’ve come to an understanding. You touch my sweet little baby girl, you die screaming.” The Vulture pulled him back in, mere moments away from throwing him down into the void to a horrible, crushing death. “Simple as that.”

“Wait, wait, wait, wait!” Alex raised his hand and started to desperately slap at The Vulture’s arm. “I can still help you! I can still be useful!”

“And how is that?” The Vulture tightened his grip. “You don’t have your toy anymore! You’re just a scrawny, little geek!

With that, The Vulture’s wings shrieked and lifted him off the ground, the wriggling O’Hirn still in his grasp. As the masked maniac started lifting the two higher and higher in the air; the terrified O’Hirn was watching his reflection, still kicking and screaming, trapped in ascending rows of windows. The Vulture flew so high up and with such speed, it seemed only a few seconds had passed, as Alex looked down to see New York was an impossibly far sea of electric stars. The roaring wind turned deafening as they rose up their apartment building and far above that as he saw the spires of skyscrapers poking at the night sky, coated with holographic screens blaring the latest news. The cold was crawling all over his skin and turning his breath into a fog that barely coated his captor’s shining black mask.

“Any last words?” The icy, metallic voice of The Vulture bellowed, his red eyes gleaming with murderous intent.

“Please…” Alex rasped, his hands still trying to pry open the Vulture’s steel grip. He clawed and punched at The Vulture’s solid black chest, leaving only trails of blood from his broken fingernails on the once immaculate armor. A cold wind was blowing, so sharp it cut his face. His legs kept kicking his captor to no avail and one of his shoes slipped and fell, a tiny black drop swallowed by the abyss below. “Just let me go…” His voice was reduced to a whimper, a pathetic breeze; a desperate attempt to prolong a life that had already ended back on the ground…

The Vulture leaned forward, his steel beak touching Alex’s face. “If you say so…”

And so The Vulture let him go, opening his claw slowly, only a small shred from Alex’sshirt left dangling over his bladed finger. Alex didn’t scream as he fell, his hands flailing helplessly, trying to grab on t The Vulture for safety, but he was getting far, so far, too far…

He hit the ground with hardly a sound, his bones exploding into dust as a dull pain inundated his senses. He opened his mouth to scream only to hear a shrill, half-formed sound that quickly died out like a candle in the wind. He looked at the impassioned Moon above, his bloodied finger raised as if asking to help before darkness fell over his eyes.

Then nothing.

When O’Hirn reopened his eyes or at least thought he opened them, there was only a dark, infinite void before him. Cold slithered over his naked skin and when he raised his skeletal fingers to his chest, he felt no heartbeat. He lifted himself back up on shaky legs, following the sound of uncertain steps on the sand, moved by a higher power telling him that this was now his place. For eternity.

He joined the endless parade of lost souls in their march until the end of all things...

Sp//Dr: An Ultimate Marvel AU will Return in...

All the Pieces are set.