Chapter 11: Caught in a Web
In any city, in any country, people will always warn you about the dangers of going out at night. And in a city like New York, that was no exception, especially on a night like tonight.
On the quite backstreets, a trio of SHIELD vehicle drove down the empty streets. Two SUV's made up the front and back with a black van wedged in between them. The convoy was on high alert for any signs of trouble, due to the nature of their cargo, tensions were already pretty high. The cargo they where carrying was to be taken to a SHIELD research facility for study, and each member of the transports team wanted to get there as quick as possible.
As the convoy turned down another street and the driver of the van noticed movement in sky from his rear view mirror, the agent looked but whatever it was there flew behind one of the rooftops out of sight. The driver simply dismissed it as a bird and continued on his course.
The convoy soon reached a set of traffic lights. Usually as government agents in an urgent rush, they can simply ignore the lights and continue. However since the goal of the mission is to be covert, they had to obey the traffic laws until and emergency came up.
The vehicles waited for several moments before the lights finally turned green. The SUV at the front of the pack moved forward and the driver of the van pressed down on the accelerator, but much to his confusion, the van didn't move. The agent pushed down on the accelerator pedal harder, causing the engine to rev louder and the entire vehicle to stutter. But like before the van refused to move forward.
The sudden yells from the agents in the SUV behind the van, made the driver look into his rear view mirror. To his surprise he saw some kind o substance being launched at the SUV, originating from the back tires of the van. The driver immediately took his foot off the pedal, halting the flow. The agents in the SUV exited their vehicle and the driver of the van opened his door to see what was causing the problem.
His eyes widened in shock at what he saw. Sand, giant piles of sand completely surrounded the SHIELD van and it was now bogged. The agents wracked their brains to figure out how they missed seeing such a large pile of sand in the middle of the street, when the sound of heavy footsteps sounded at the end of the road.
The agents in the lead SUV, which had stopped after realising that its fellow agents were left behind, turned around in their seats to see what was holding up their comrades. Suddenly the agents felt the car vibrate in tune with the footsteps that were approaching them. The agents in the lead and rear SUV's exited their vehicles, where the lead SUV's agents saw the shrouded silhouette of a large hulking being that was stomping right towards them.
The agents all pulled out their side arms and aimed at the figure. "Hold it right there." The Lead agent called out to the unknown being. Instead of stoping as ordered, the large being started moving faster.
"I said freeze or will shot!" the Agent shouted.
The being then went into a full sprint, the ground shaking from every step it took. The Agents fired at the unknown hostile, but the blue energy bolts didn't even phase it. The agents then dived out of the way as the large hostile lowered its head and proceeded to ram the SUV like a charging bull, promptly lifting the vehicle clean of the ground, sending it soring through the air and landing several feet behind the rear SHIELD vehicle.
The SHIELD agent's eyes widened as they got a clear view of the unknown assailant. He was a large man with a hunched over physic. He appeared to be wearing some kind of grey suit that covered his entire body, with the exception of his face. But the most unusual feature about him, was the large horn the sprouted from his forehead.
Another energy bolt, hit the being directly on the horn, inches from his face. The large man turned to see the nervous face of a SHIELD agent, his gun shaking in his hands.
"Hehe. Tickles." The horned man chuckled, turning towards the agent. "Now Rhino's gonna show you real pain." The being now identified as Rhino said as he charged at the SHIELD agent, easily knocking him away like his was an insect.
The Agents in the rear SUV immediately pulled out their own guns and set up a perimeter to protect the Van. However just as they got into position, another being swooped down from the sky and snatched one of the agents from the ground and carried him into the sky. The others were so stunned that they failed to notice another member of their squad get taken down buy a large, hairy, blur, that tackled the second agent and tossed him into the wall unconscious.
The third agent took aim at the furry creature when a voice cried out. "Dorme!" immediately the agent felt a wave a fatigue wash over him as he found himself unable to stand or hold his weapon. The sidearm clattered on the pavement as the SHIELD agent dropped to his knees.
The Driver of the SHIELD Van, along with his passenger, both looked in shock as their protection detail were picked off buy the unknown hostiles. The agent in the passenger seat was about to activate his communicator and call for support, when the entire van started to rock. The Driver looked out his window and, to his horror, saw a tall mount of sand moving just outside the glass, like it was alive.
The sand tendril then proceeded to slam into the vans window, shattering the glass and continued to flow into the canopy, enveloping the two agents. The sand tide then retreated, pulling both occupants out of the Van and into the street unconscious.
Inside the Van, the last remaining SHIELD agents sat nervously with their weapons raised, aiming at the back door of the Van to fend of the attackers when they came. Sweat ran down their faces as they waited.
Suddenly a strong wave of electricity, flowed into the Van, sending painful charges into the agents bodies. The SHIELD agents writhed in pain for a few seconds before they collapsed unconscious.
With the last of the SHIELD team down, the unknown group gathered around the Van. First was Rhino, who stomped over to the Van and promptly ripped of the rear doors like they were made of tissue paper.
Next to him was a being that looked like a humanoid cat. He had orange brown fur that covered his entire body, with large paws for hands and animal like legs. He had a brown mane that flowed over his back. He wore a pair of brown pants and an orange vest with eye like designs on both sided. He was Kraven the Hunter.
Descending from the sky was a man, who wore a high tech suit with large metallic wings on both arms. His long nose and sharp eyes gave him a very avian appearance. He was called Vulture.
Appearing in a puff of green smoke was the next member of the group. He wore a green suit, with a long flowing purple cape. But the most unusual thing about him was the large, spherical, glass helmet that covered his head. He was known as Mysterio.
After him came a being who looked like a walking sparkler. His head was completely engulfed in yellow electricity, which constantly sparked off. He wore a dull green, containment suit to contain the power he was giving off. His name was Electro.
Finally, the pile of sand that had bogged the SHIELD Van, flowed out from under the vehicle and collected together until it resembled a humanoid man. The sand then shifted colour to make him look like a Caucasian male, wearing a green-stripped shirt with brown pants. This was Sandman.
Together the group made up the super villain team, The Sinister Six.
"Well that was pretty easy." Electro say confidently.
"Do not be so hasty, comrade." Kravan warned, cautiously scanning the area. "We are not, out of woods, yet."
"Indeed. Lets just get what we came for and go." Vulture agreed.
"Yeah, sure." Electro said as he started to make his way towards the Van.
However Vulture quickly stopped him. "Not you, Electro. We don't want to damage the specimen. Why don't you handle it Sandman?" the Avian Villain suggested.
Sandman shrugged as he stepped forward. "Fine whatever. But I tell ya, when I signed back up with you chumps, I kinda thought we'd be goin for a bigger score than this."
"Do not threat, Sandman." Mysterio said, in an over the top way. "This is but a small stepping stone, before we achieve our true goal."
The Villains all nodded in agreement, there was one thing that they all wanted and hopefully this time they have the means to do it.
Sandman walked over the Van and stretched out his arm and grabbed the secret cargo. His arm retracted to its usual length, in his hand was a large, metal cylinder, with an electronic lock on one end and a small glass window, showing the contents.
The Sinister Six waisted no time, leaving the area and heading to their secret base at an unknown location. The electronic door slid open and the six villains entered the large room. A giant computer screen on the far wall was projecting several bits of data and images of various people and locations.
At the base of the screen, stood a short man in a long brown trench coat, but producing from the back of the coat, were four, long mechanical tentacles each several meters long and ending with three pronged claws on each one with a yellow light at the centre.
"Our mission was a success." Vulture said as the villains all gathered together around the man.
"Excellent." The cloaked man said as he turned to face the team. He had a broad face with two metallic eyepieces over each eye. He had a mechanical harness around the centre of his body, which connected the arms to him. This was the leader of the Sinister Six, or more accurately Sinister Seven, Doctor Octopus also known as Doc Ock.
"And the cargo?" Doctor Octopus inquired.
Sandman held up the canister in his hand and one of the mechanical tentacles reached over and grabbed the metal cylinder. "As you can see the canister is intact and we received no complications from a certain, Pest."
"Yeah, what up with that?" Rhino asked, confused and slightly annoyed. "Usually when were out bustin stuff, the Web Freak comes swingin in to try and stop us."
"The reason is, Rhino. Is that I orchestrated a little distraction to keep the Wall Crawlers attention while you completed your mission." Doc Ock calmly replied, towering over the group, using three of his mechanical arms. "I could not afford to have that accursed Arachnid, foil this extraction. Not when it is the very key to allow us to destroy him once and for all."
"Hmph. How is container supposed to do that?" Kraven asked, unconvinced.
Doctor Octopus gave a sly grin in response. "Oh this is just the first half of the set, my dear Hunter. It must now be joined to our newest member, in order for it to be as formidable as it once was."
The villainous group all looked at each other in confusion, Doctor Octopus didn't mention anything about a new member. In fact, he didn't even tell them what they even stole in the first place.
"What do you mean, Doc?" Electro asked. "What new member?"
"Yeah and not to rain on you parade or notin." Sandman spoke up. "But I'm thinking that calling ourselves the 'Sinister Eight'. Might not have the same ring to it as Sinister Six or Seven."
"Oh I'm well aware of that." Doc Ock stated as he examined the container. "Which is why, I'm expanding our horizons. In order to effectively conquer this world, we cannot simply be a mere Seven. We must become a Society." He then turned to his left. "Isn't that right, Mr Brock."
In the dark corner of the room, a figure stepped forward. He was young, looked around his late teens, early twenties. He had a muscular build, wearing an black shirt and blue jeans. He had blonde hair and blue eyes, which emitted the sense of lust in them.
Doctor Octopus addressed the man to the rest of the villains. "Gentlemen, and Rhino, may I introduce Edward Brock. Our newest member."
Electro's eyes widened as he recognised the individual. "Eddie?"
"Hey Max, been a while. Hasn't it?" Eddie greeted his old friend.
Rhino scoffed. "He don't look so though. What can he even do?"
In response Eddie Brock gave the brute a deadly glare. "Give me the one I love and we'll show you." He answered with a tone that made the group feel uneasy.
Doc Ock held forth the canister and Brocks eyes widened like an obsessed drug addict. "Now remember Mister Brock. The serum I gave you should counter the Gene Cleanser in your system. But remember our deal."
"Yes, yes, just please give it to me." Eddie begged, almost as if his life depended on it.
Nodding his head, Doctor Octopus pressed the release switch on the canister and tossed it towards Eddie Brock. Instead of rushing forward to catch it, Brock let the container land on the ground with a loud clang. It rolled several feet before stopping just short of the man. A hissing noise escaped from the cylinder and one end of the container popped open.
Almost immediate after the container opened, a mass of black slime flowed out of the canister and immediately started slithering towards Eddie. The young mans eyes widened with glee as the slime, made contact with his boot and then the slim expanded, flowing over Eddie's body until his entire body was covered in the black substance. Suddenly, Eddie's form began to change. He became larger, more muscular. A pair of large white eyes opened on his head, his mouth opened wider than humanly possible and then filled itself with large, serrated teeth with a long red tongue, snaking its way outside the mouth. Finally a white spider appeared on his chest, with the legs stretching around to his back. With the transformation complete, the newly dubbed Sinister Society stood before one of the most dangerous beings on the planet. Venom.
"We are one." The creature announced, with a voice sounding like two beings are talking at once. "We are together again and this time we will never be apart again."
"Indeed, you wont." Doctor Octopus confirmed. "With my, Anti-Gene Cleanser in your system. You and your symbiote are now bonded permanently. Not even a triple dose of Gene Cleanser could separate you." The Doctor then approached the Alien creature. "And now to collect on our arrangement."
Doctor Octopus then produced a syringe from his coat and placed it against Venoms arm. The tool then extracted a small part of the symbiote from the main body and perfectly contained it within the glass.
"A small sample for myself to conduct my research on." Doctor Octopus explained. He then turned to the group. "Now we can begin our plans. First, we eliminate that meddlesome pest. Then we bring the Avengers to their knees. With them out of the way, no one can stop us. The World will be ours for the taking!"
All throughout the room, the villains shared the same sinister look. Now it was time to get some, much disserved revenge.
Avengers Mansion
Ben Tennyson, bolded upright in his bed. Sweat pouring down his face, his breath heavy as his chest heaved in and out. The teen hero swung his legs over the side of the bed and supported his head with his hands.
Another night, another nightmare. It seemed the teen hero was doomed to plague by these visions for the rest of his days. But surprisingly the night wasn't that bad. Granted the dream was still bad, but not as intense as they had been. In fact his dreams actually started out rather pleasantly before spiralling into the hell that it usually was. Perhaps those scars were finally starting to fade.
His attention was caught when the JARVIS terminal next to his bed activated.
"Good Morning, Master Tennyson." The AI greeted. "It is 5:30am. I am happy to report sir that you have achieved a good seven and a half, hours worth of sleep. A vast improvement than when you first arrived."
"Thanks, JARVIS." Ben replied. "I have been feeling a little better. But there are still things I can't seem to shake."
"Give it time, Sir" the AI said in a comforting manner. "As per your usual routine. The training room has been set up for you. Since you have clearly mastered the Level 5 training sessions, I took the liberty of preparing Level 6 for you, Sir."
Ben grinned, as he got dressed. "JARVIS, you read my mind."
An hour later, Ben exited the training room after another session as Rath, left the room destroyed, again. Ben stretched out the tensions in his arm, JARVIS was right, Level 6 was a lot harder than Level 5, which only fuelled Rath's rage and hunger for combat. This allowed Ben to completely purge himself of all his rage and other anxieties from his consciousness, as he made his way to the kitchen.
Once the teen hero entered the kitchen, he found Janet preparing some coffee on the counter and Steve sitting at the table, eating some toast while reading the New Paper.
"Morning." Ben greeted as he walked over to the pantry.
"Good Morning, Ben." Janet responded cheerfully. "Did you sleep ok?"
"Better than usual, Jan. But that's not really saying much." The teen hero stated.
"We all have our ways of dealing with our troubles, Soldier." Steve said, glancing away from his paper. "Though some of us talk about it rather than go on a rampage in the training room."
Ben looked away as he awkwardly scratched the back of his neck. "Was it that bad?"
"The whole mansion was shaking, Ben." Janet said as she walked over to the table, with two cups in her hands.
Ben sighed as he grabbed what he needed for breakfast and went to sit down at the table. "Sorry about that. I was training on a higher level today and I guess I went a little overboard."
Janet gave the young hero a small smile as she placed one of the cups in her hands in front of Ben. "It ok, Ben. We're hear for you when you're ready to talk."
Ben gave her a weak smile before noticing the cup in front of him. "What's this?"
"A cup of hot coco." Jan replied. "I find it's very good at making people feel good, when things aren't so great."
Ben then allowed a sincere grin spread across his face as he took the cup in his hands and to a sip of the chocolate liquid. The warmth of the beverage spread through him and he immediately felt better.
"Thanks, Jan." Ben said.
"Any time, Ben." The heroine responded as she drank from her own cup.
Suddenly an annoyed groan sounded from the doorway of the kitchen. The group turned to see Hawkeye walking into the room, his bow slung over his back.
The Archer pulled up a chair as he sat down at the table, letting out another groan as he did. "Woke up early and thought id get some practice shots in before breakfast. But when I got down there, the entire place looked like a hurricane filled with C4 blew through it. Again."
He then shot Ben a look and the teen hero shrugged in response. "Hey you snooze you loose, dude."
Ben then proceeded to eat his breakfast quietly, not really paying attention to anything. It was when Steve, turned the page in his paper, that the rustling of the pages caught the teens attention.
The paper was titled The Daily Bugle; Ben remembered that paper when he first arrived in the city. On the front page of the paper was a picture of a man in a red and blue suit with a black web design across it and a black spider symbol on his chest. The vigilante known as Spider-Man, and according to the title on the paper he was helping a serial killer hold a woman hostage, when the picture clearly shows that he was stopping him.
Ben couldn't help but relate. In his universe that jerk reporter Will Harangue would constantly do news reports showing clips of his aliens in fights, but always made the video look like he was destroying everything, making him look like an alien menace. Funnily enough, the word menace seemed to pop up a lot in the article on Spider-Man.
But something else caught the teen heroes eye. "There was a robbery last night? How come we didn't get an alert on that?"
"Because that's just a petty robbery." Hawkeye simply stated, leaning back in his chair. "Let the local law enforcement or vigilantes deal with that. Were Avengers, we deal with the big picture. Its our job to round up the Break Out escapees."
Ben frowned at the Archers statement. "Clint, we're heroes. We should be helping everyone we can. You know, defend those who can't defend themselves."
Clint just sighted as he examined the strings on his bow. "We cant save everyone, Ben."
Those words hit Ben like a sharp punch to the stomach. The teen hero new that fact better than anyone. Wanting to quickly change the subject Ben eyed the newspaper the Steve was reading. The Super Soldier had since finished reading it and placed to the side.
"Hey Steve, can I look at that?" Ben asked.
Steve gave the hero a grin as he handed the teen the paper. "Sure, Ben."
Ben quickly started looking through the pages of the tabloid. Ben wasn't usually one for reading the paper. He preferred to watch the News on TV like everyone else, but write now he'd desperately needed something to steer him away from his current train of thought. And turning a few more pages, Ben found the exact thing he was looking for.
"Hey, check this out." Ben said enthusiastically, gaining the other heroes attention. "Forbidden Planet is playing at the Angelica tonight, Leslie Nielson long before his comic glory. Any of you want to come see it?"
"Sorry Ben. Tony and I are attending a fund raiser tonight." Steve apologised.
"I cant make it either." Hawkeye responded. "I'm meeting an informant tonight, for personal reasons."
"Still chasing after Black Widow?" Steve questioned. Hawkeye nodded in response.
"Ok, that's two down. Jan?" Ben asked the heroine, hopeful.
But unfortunately he was met by a guilty look from Jan. "I'm sorry, Ben. But Hank and I are going to present some of Hanks work to some very important people tonight. And as we all know, Hank is a terrible businessman. So I need to make sure things run smoothly for him."
Ben simply shrugged, as he folded up the paper. "Its ok. Guess I can go some other time." The teen then got up from the table and started to make his way out.
"Where are you going?" Hawkeye asked the young hero.
"I'm going to patrol the city. Just cause you don't think we shouldn't stop crime in the city doesn't mean I'm going too." Ben simply replied.
"Ben are you sure that's a good idea?" Janet asked, a worried look on her face. "The Masters of Evil are still out there. I don't think you should go out alone."
Ben gave the woman a confident grin. "Jan please, I'm not dumb enough to try and fight those guys myself. I've already played that card. If I get into trouble I'll call or send out an obvious signal."
Jan looked away for a second, trying to think of a way to change the teens mind. But she quickly learned that once Ben has made up his mind, there's no changing it.
The size-changing heroine sighed. "Ok, just be safe."
"I will. See you guys later." Ben said walking out the door, activating the Ultimatrix as he went.
Moments latter, Jetray flew over the city skyline. Soring over the buildings and weaving in between the telegraph poles like he was born for the sky. The alien hero always loved flying, the freedom he felt while he is up there was unlike anything he'd felt before. As long as he was up there, everything down below just didn't matter anymore. But the sound of an explosion brought the teen heroes attention back to earth. A large plume of smoke rose from the city streets and the sound of sirens echoed across the landscape.
A small grin spread across Jetray's face. "Its Hero Time."
The alien then swooped down, landing on a building rooftop and tapped the Ultimatrix dial, turning back to normal. The teen hero then looked over the edge, surveying the scene. What he saw was a group of villains, rampaging through the streets. To his relief, it wasn't the Masters of Evil. These were a group of villains he remembered seeing in the Break Out list.
Ben recognised the forms of Big House escapees Rhino and Electro, and prisoners from the Vault. Mysterio, Valture and Doctor Octopus. But there were two other villains that Ben did not remember seeing on the list. A man who looked like a humanoid Lion and another, who looked like he was made of living sand. This could only mean that these two were not escapees and were still at large before the Break Out occurred.
But what really pecked the Teen Hero's interest was the fact that villains were just randomly attacking everything. Ben new for a fact that bad guys only attack in daylight when they think that there's no chance they can be stopped. But they usually have some kind of target in mind; a bank robbery, an armoured truck carrying something valuable or to try and kidnap someone important. But these guys were just smashing everything around them, randomly.
Ben's musings were cut short when Rhino lifted a car off the road and tossed it directly at a couple of civilians, who stood frozen with fear in the midst of the commotion. Ben was about to change to intercept the flying vehicle, when all of a sudden a white stream of what appeared to be rope, shot out of nowhere, attached itself to the couple and pulled them out of harms way.
"You know, I'm not sure your insurance will cover animal attacks." A cheerful voice sounded out, catching everyone's attention. "Especially when it's a big, dumb, clumsy Ox."
Turning to the direction of the voice, everyone saw a man in a red and blue, web-patterned suit. The man swung in on another white rope and landed with expert precision on the roof of a car, crouching on all fours. The Spectacular Spider-Man had arrived.
Spider-Man turned to address Doctor Octopus. "So, you got the band back together, huh Doc?" the vigilante quipped as the villains gathered towards him.
"Indeed, Arachnid." Doc Ock snarled. "We have all gathered here due to our singular hatred of you."
"Aren't you forgetting all the times I beat you and your little possie?" Spider-Man pointed out.
"Indeed, but this time we will crush you like the pestering insect that you are."
"Keep telling yourself that." Spider-Man countered, he then held out his arm and then folded his middle finger and ring finger into his palm while his index and pinkie fingers remained straight, then a strand of white fluid shot out of his wrist, colliding with Doc Ock's face, were it spread out in a web like formation, blinding him.
The eight armed villain grunted and staggered away. In response the villains charged. Electro fired a stream of electricity while Mysterio chanted something in Latin and fired a beam of smoky energy and the spider-themed hero. Spider-Man quickly leaped out of the way and proceeded to perform a series of acrobatic flips and mauvers to easily dodge attacks from Rhino, Sandman and Kraven. However his luck ran out when Vulture swooped down and kicked Spider-Man to the ground.
Spider-Man groaned as he pushed himself up, but a mechanical tentacle, courtesy of Doctor Octopus, grabbed the vigilante by the leg which then swung him of the ground and slam him into a car, severely denting the vehicle, then the tentacle swung the hero back into the ground with enough force to crack the concrete.
Before Spider-Man could recover he was blasted by a bolt of electricity from Electro. The vigilante groaned as Rhino stepped forward.
"Knew we didn't need that new guy to take you out." Rhino gloated as he raised his foot, intending to bring it down on Spider-Mans head.
Spider-Man groaned as he saw the villain's foot above his head. "And I thought your breath was bad." Spider-Man weakly joked.
Having seen enough of a fellow hero getting his butt handed to him. Ben swiftly activated the Ultimatrix and selected an alien that seemed appropriate for the situation. Slamming down the dial, Ben was bathed in green light. The flash was bright enough to gain Rhinos attention as the bruiser looked up, only to receive a stream of webbing to his face.
Rhino grunted as he stumbled away, trying to pull the webs out of his eyes. Once he did, his eyes immediately widened at the sight of a blue, four-armed monkey, swing down in the same manner as Spider-Man and land right next the vigilante.
"Another Web Creep?" Rhino said in a mixture of anger and shock.
"I wouldn't say I'm a creep." Spidermonkey said placing a hand on his chin. "More like the guy who's gonna kick your butt."
Rhino growled as he lowered his head and charged. Spidermonkey grinned as he ran forward on all six limbs and just before he met the charging villain, Spidermonkey leaped straight over the villain and fired a stream of web from his tail. The sticky substance met with Rhinos feet, causing them to become stuck to the pavement. The sudden restriction causes Rhino to loose his balance as he fell to the ground with a loud crash. Spidermonkey landed on the ground behind him and let out a monkey like giggle. He then turned to see the other villain getting over their surprise and starting to close in on the alien hero.
Electro made the first move and fired a beam of electricity at the alien hero. Spidermonkey easily dodged the attack, but noticed the beam impacted pretty close to where Spider-Man was lying dazed from his previous thrashing. Deciding to help the spider themed hero first and deal with the villains later, Spidermonkey quickly ran to the stunned hero, grabbed him with his upper arms and then fire a web line to pull them both out of harms way.
It was mid-swing that Spider-Mans head cleared and he saw the situation he was in. Spider-Man screamed in shock at the sight of the blue monkey as he flailed wildly causing Spidermonkey to loose his grip on both him and the web line they were swinging on. The two heroes then fell into the wall of the building they were swinging towards and the two used their agility to land on the wall, sticking there, while also facing each other.
Spider-Man quickly got over his surprise and narrowed his eyes at the alien in front of him. "Hey, webslinging and wall crawling is my shtick. I hope you've got a good lawyer pal, cause I'm taking this to court."
"That's the thanks I get for saving your butt. And last time I checked, superpowers are free for all." Spidermonkey defended.
Suddenly Spider-Man leaped out of the way as a giant sandy fist, slammed into that spot the wall crawling hero previously stood. Spidermonkey raised his arm to block the debris and smoke from getting into his eyes. Once his vision cleared, Spidermonkey looked down to that the villains had rallied and were in hot pursuit of the heroes. The giant fist Sandman had made retracted from the wall. Spidermonkey looked at the villains in confusion, how did Spider-Man even see that coming. It was like he new the attack was coming without looking at it.
The alien hero didn't have time to reflect on what he saw as he immediately had to dodge another energy beam from Mysterio. The monkey alien scampered up the building, quickly catching up to Spider-Man, who was performing his own acrobatics to fight Vulture. The Webbed hero, performed a spinning kick to the aerial villains back, knocking him off coarse. Spider-Man then heard an animalistic roar and turned to see Kraven leap out from behind him. However the Feline hunter was surprised by a double right hook to the face from Spidermonkey. The Hunter fell a few stories before he was able to dig his claws into the walls, sliding a few meters before coming to a stop.
"Thanks for the save." Spider-Man said, gratefully. "But I'm still calling copyrights on using my powers."
Spidermonkey glared at the vigilante as he dodged a strike from Doctor Octopus's tentacles, who had scaled the building as well to engage the arguing heroes.
"Hey, I didn't copy your powers. My current form just has similar powers to you, that's all." Spidermonkey defended.
"Unintentional plagiarism is still plagiarism." Spider-Man countered, using his webs to toss a piece of rubble at Electro.
"Well excuse me. But I thought this was a Free Country." Spidermonkey retorted, leaping over Kraven as he lunged.
"Well, its not." Spider-Man stated, fired two weblines at Vulture and used the momentum to slingshot him into Sandman, causing the shapeshifting villain to explode in a cloud of dust and Vulture to blindly fly into a wall.
"Its not?" Spidermonkey questioned, firing his own web into Electros face and then finished him of with an uppercut to the jaw, knocking him into Doctor Octopus, causing the electricity to be conducted by the metal in Doc Ock's legs, shocking him.
"No, it's the United States of, STOP COPYING MY POWERS, JERK!" Spider-Man yelled, punching Mysterio in the helmet as he fired a blast of energy into a billboard support, causing it to become unstable and fall to the street below.
Several civilians screamed as they saw the large sign threaten to fall on them. Spidey's eyes widened in shock as he aimed his arm to fire another webline to save the people. However Kraven charged from out of nowhere and forced him to the ground, pinning him with his massive paws. Spider-Man could do nothing but watch helplessly as the debris fell towards the helpless citizens.
Suddenly Spider-Man saw a blue blur out of the corner of his eye. He looked to see Spidermonkey, running on all limbs at incredible speed. The alien hero then jumped onto the roof of a car and used as a springboard to launch himself into the air. He then aimed his tail at the falling debris and fired a large stream of webbing. The stream then expanded into a web-like net that spread out above the terrified citizens. The debris collided with the webnet and, despite the size and weight of the metal pieces, the net held, completely shielding the bystander's form being crushed.
Mentally sighing in relief, Spider-Man rotated his wrist so his so it was facing Kraven. He then fired a blast of webbing into Kraven's eyes, blinding the Feline Hunter. Kraven reflexively, retracted his paws from Spider-Man, allowing the Wall Crawler to sweep the hunters legs out from under him.
The Webslinger then leaped away until he landed next to Spidermonkey, who was usurping people away from the battle zone.
"Nice save." Spider-Man complemented.
Spidermonkey turned to the spider themed hero and raised an eyebrow. "Thanks. Though I couldn't have done it without spider powers."
Spider-Man rolled his eyes. "Ok, ok, maybe someone else having spider powers isn't such a bad thing. I'm Spider-Man, by the way." The vigilante introduced, holding out his hand.
"I know, I read about you in the paper. In this form, I'm called Spidermonkey." The alien hero responded, shaking the vigilantes hand.
Spider-Man raised an eyebrow. "Spidermonkey? Seriously, you even took the first half of my name?"
"Well, look at me." The alien hero gestured to himself. "What else would I call myself?"
"I don't know. Arachnichimp, maybe?" Spider-Man suggested.
"Actually, Arachnichimp is the name of the species of this alien." Spidermonkey corrected.
"You're an alien?"
Spidermonkey nodded.
"Huh, I thought you were some kind of mutant."
Spidermonkey pinched the bridge of his nose and took a deep breath to calm himself down. "I'm gonna pretend you didn't say that."
Before the heroes could exchange anymore banter, they felt the ground beneath them shake, followed by the bellowing of a very ticked off looking Rhino, who had managed to free himself from Spidermonkey's webbing.
Spider-Man then looking to his alien companion. "You wanna take this guy together?"
Spidermonkey returned the look with a sly grin. "A team up? But we've only just met."
"What can I say? I got a good feeling about you, Banana Breath." Spider-Man quipped.
Spidermonkey smirked at the spider themed hero. "You too, Web head."
The two heroes then rushed to engage the charging villain. Spidermonkey, used his enhanced strength to leap into the air, while Spider-Man charged at Rhino from the ground. With two targets, Rhino wasn't sure which one he should focus on, but the airborne, blue monkey seemed to be a real attention grabber as the muscle bound brute looked up to see the alien primate, sore above him.
This left him open for Spider-Man, to slide right between the villains legs and came out behind him firing two weblines at Rhinos back and pulled with all his strength, stopping Rhino in his tracks. The brute reared back from the surprise and angled at the perfect position for Spidermonkey to descend right on top of the villains head, delivering a powerful, double left hook to Rhinos unarmoured face. The strength of the blow was powerful enough to knock Rhino off his feet and land on his back hard.
Spidermonkey chuckled in a monkey like fashion before climbing of the downed villain.
"Good move." Spider-Man complemented.
"Thanks." Spidermonkey responded. "You were pretty good two."
"Are you kidding? Without me, that never would have worked." Spider-Man stated.
"I'm pretty sure I would have pulled it off. And if this guy couldn't do it, I got like twenty others that could." Spidermonkey defended.
Spider-Man gave the alien hero an odd look. "I think you've spent to much time in the sun. You're talking crazy."
Before Spidermonkey could respond, Spider-Man immediately stiffened and in one fluid reflex, leaped forward, tackling Spidermonkey away from their current position just as a mechanical tentacle, striked the concrete, forming a shallow crater where it impacted. The two spider heroes to turn and see Doctor Octopus slowly rise from the ground. Spidermonkey's eyes widened in shock. How in the world did Spider-Man see that coming? There was no sound, nor was the Webhead even looking in that general direction. And yet he was able to sense and react to the attack without even looking. How did he do that?
"This battle is far from over, Arachnid." Doc Ock snarled as the others started to get up as well. "We may not have been prepared for your little friend. But rest assured, we still have the advantage."
The two heroes glanced at each other with doubtful expressions.
"Come on, Doc" Spider-Man said casually walk towards them. "How many times do I have to beet you before you get the message. There's nothing you can throw at me that I cant handle."
At that moment, Doctor Octopus gave the Webslinger a sinister grin. "Well then, I think its time to introduce you to our new associate."
Before Spider-Man could respond a large dark shadow slammed into him, sending him flying into a nearby car. Spider-Man groaned as he lifted his head to see his attacker, his eyes then widened when he saw who it was.
"Hey there, Bro." Venom hissed menacingly as he approached the spider themed hero. "Miss Us?"
"Venom? B But I cured you of the symbiot. How did you get it back?" Spider-Man questioned, visible shaking at the sight of his enemy.
"You thought you could separate Us. But we made some new friends. Friends that reunited Us, so We can finally have Our revenge."
"Yeah, yeah, take a number, Ugly." A voice called out, causing Venom to turn, only to get sucker punched by Spidermonkey sending him flying.
With that momentary distraction, the alien hero turned to Spider-Man. "You ok, Dude?"
Spider-Man shook his head as the alien hero got to his feet. "No. Venom is one of my toughest baddies. I could barely take him one on one, now with him and the Sinister Seven, I'll have a better chance of J.J Jameson calling me a hero than beating all of them."
Spidermonkey glanced over at the villains, who were shaking of the weariness from their initial beat down. The alien hero then turned to the vigilante. "Could you take Venom on your own?"
Spider-Man glanced at the alien hero questionably. "It'll result in a few cracked ribs and a black eye. But yeah I could take him."
Spidermonkey nodded. "Ok, you take on Tall, Dark and Nasty, while I hold off the Circus Crew."
The Wallcrawling hero stared at the monkey like alien as if he'd lost his mind. "How are you supposed to fight all of them, alone?"
Spidermonkey shot the vigilante a confident smirk. "I've fought worst than these clowns."
Any further discussion was interrupted by a feral roar from Venom, as he leaped towards the spider duo. As if the pair had read each others mind, Spiderman fired a pair of weblines, which Spidermonkey then proceeded to catch. The Alien Avenger then swung Spider-Man around to build up momentum. Then Spidermonkey released his grip and Spider-Man, sending the Wallcrawler flying feet first into Venom like a missile, knocking them both into the air and then crashing down on the rooftop of the nearest building.
This left Spidermonkey to deal with seven angry villains.
"Well looks like when get two bugs to squash." Sandman commented, shifting his hand into a large hammer.
"Kraven will enjoy tearing apart little monkey." The cat like villain said, extending his claws.
"You had no business interfering in our affairs, Primate." Doctor Octopus snarled as he stood at the head of the group. "But now you shall suffer the same fate as that accursed Arachnid."
"Wow that's some pretty fancy talk, for a guy who looks like he just crawled out of his grandmas basement." Spidermonkey quipped. "Seriously, you couldn't be bothered to walk like a normal person, you have to use Octo arms to get around?"
Doctor Octopus snarled as he launched one of his arms at the Alien Hero. "Destroy him!" he cried. Immediately Spidermonkey dodged the strike and shrieked when he saw the approaching villains.
However Spidermonkey smirked at the incoming villains. "You think you so tough. But I'm gonna blow you all away."
The alien then slapped the Ultimatrix, in a flash of green light and Spidermonkey was replaced by a giant, green, turtle-like alien with eight holes in the front of its shell. It also has large, flipper-like arms and stumpy legs. The Ultimatrix symbol was on its chest.
"TERRASPIN!"
The villains stared wide-eyed at the sudden transformation. However Doc Ock quickly got over his immediate surprise. "So it appears we are in the presence of an Avenger."
Immediately the villains looked uneasy. Fighting Spider-Man was one thing, but fighting an Avenger.
Sandman immediately shifted his hand back to normal. "Uh Ah, No way. I can here to squash the Web creep. I did not sign up to take on the Avengers."
"Who cares?" Electro said, charging his hand with electricity. "I'm gonna fry this amphibian."
"I'm actually, turtles are reptiles. But that's a common mistake." Terraspin stated in a bored tone.
Gritting his teeth, Electro fired a beam of electrical energy at the giant turtle. Terraspin instinctively dodged to the side, showing impressive reflexes for something of his bulk. However that display of agility seemed to be a one off, as the alien hero couldn't react in time to avoid Rhinos charge. The muscle bound brute rammed into Terraspin with his horn, however due to the alien's durable shell, Terraspin didn't feel a thing. Not even when he crashed into the ground on his back, the shell took the full force, leaving him unharmed.
Terraspin rolled to his front and attempted to push himself up. However a sudden impact from behind, forced him back down. Due to the animalistic growling, Terraspin could safely assume it was Kraven. Rather than try to force the Hunter off him, Terraspin retracted his legs, flippers and head into the shell. Kraven then started raking his claws across the turtle aliens back, but due the shells durability the attacks didn't leave a mark.
Vulture tried his part and swooped down from above with his boot talons starched out, the metal claws collided with the shell. But, like before, the shell remained intact.
Mysterio then tried his method and chanted an incantation, resulting an a bright green cloud to form overhead. The cloud crackled as a bolt of lightning shot forth and struck the alien hero. However, once the dust cleared, the villain's eyes widened to see that the shell still held strong.
Gritting his teeth, Doctor Octopus launched all four of his mechanical arms at the durable alien, latching onto four sections of the shell and lifting it into the air, with the front facing them.
"A smart tactic, Avenger." Doc Ock, complimented. "Attempting to tires us out by using a form with heightened durability. But if there's one thing that science has taught us. Is that nothing is truly impregnable. The top of you shell may be the heavily armored, but lets see how the base fairs. Sandman."
Despite being initially hesitant, Sandman complied with the Doctors orders and formed his hand into a spiked mace.
At that moment Terraspin spoke from inside the shell. "Actually, I was hiding in here so you'd let you guard down."
Before the villains could figure out what he meant by that, a massive blast of air erupted from the holes on the aliens chest. The strength of the blast was enough to knock them all of their feet, with the exception of Rhino and Sandman. The later suffered only loosing a few grains of his body, while the former was simply to heavy to be fazed.
The Force cause Doc Ock's grip to be released and Terraspin's limbs came out of his shell, allowing him to land safely on the ground.
"You guys have been talking a lot of hot air." Terraspin quipped as he stood to his full height. "I think it time a fan you off."
With that, Terraspin jumped into the air and extended his flippers angling them like fan blades, his legs then joined together to form a third blade, giving him the appearance of a large Y behind an O. the flippers then started spinning like a fan, while the shell remained stationary, and a powerful blast of wind shot out of the holes in Terraspin's shell. The force of the wind grew more intense by the second until the Sinister Seven were met with a full gale-force of wind.
Loose bits of debris, cars and other items scattered in the fight, were swept up by the powerful wind, some launched themselves at the villains, who where trying to fight the wind. But their attempts were in vain as the Terraspin increased his power to the point were all the villains were knocked off their feet, Sandman actually scattering into dust, and were all swept up by the hurricane force winds and slammed into the wall of a building. Quickly followed by all the debris, burying them.
Terraspin eventually stopped his attack and returned to his normal form. His attention was then caught by a loud crashing noise as he looked up to see Spider-Man, crash into the side of a building, with enough force to dent it. Then before the hero could recover, Venom leaped after the Wallcrawler and fired two black weblines from the top of his wrists and used them to pulled himself, feet fist into Spider-Man, forcing the vigilante through the wall in a cloud of dust.
Terraspin winched at the sight, even the sight of that attack hurt. Deciding to aid his new ally, Terraspin, retracted his head into his shell and formed into his fan form again. However this time, he angled himself to the ground and spun his flippers in a similar fashion to a helicopter. The alien hero then took to the sky to where the fighting pair where.
Spider-Man was not having the best of days. While he had difficulty dealing with Venom before, his sudden appearance really threw him off. He couldn't figure out how Eddie got rebounded to the Symbiot after he used the Gene Cleanser on him. Could Doc Ock really have invented a cure for it? This form of thinking, was the reason Venom kept gaining the upper hand. Spider-Man just couldn't steer his mind away from his musings.
Venom delivered another haymaker to the Wallcrawlers face, sending him crashing through a window and falling to the street below. Before Spider-Man could fire a web line to swing to safety, Venom leaped down and tackled Spider-Man, mid fall, sending both of them crashing into the roof of a parked Van.
Spider-Man groaned from the pain as Venom grabbed him by the front of his suit and lifted him up.
"Always pretending to be the hero." Venom mocked the weakened Spider-Man. "Even after all you've done, and yet in the end. You've got nothing to show for it and no one to care for."
At this point Spider-Man began to struggle. "Eddie, come on. I know this isn't you. I don't know what Doc Ock did to you but you have to fight it."
Venom merely sneered. "We've never been better. Ock promised to reunite Us so We can finally end you. You think you're a hero, when all you've done is betray and ignore the people you claim to care about. And in the end, they are all taken from you one way or another." That seemed to hit a nerve in Spider-Man as he started to bow his head in shame. The sight of that only made Venoms toothy grin spread wider."Poor Spider-Man, all alone."
"Might want to recount, Ugly." A deep monotone voice called out.
Venom turned to see who it was, only to be slammed in the face by a street light courtesy of Terraspin, who seemed to have torn the light pole from the concrete. The Alien Avenger then swung the light pole like a baseball bat, knocking the villain away and releasing Spider-Man from his grip.
Spider-Man fell to the ground only for Terraspin to catch him with his flippers and steady him.
"You ok?" the alien asked.
Spider-Man shook his head to clear it before looking at the alien hero. "I don't think so." He answered, raising his eyebrow. "I must have been hit harder than I though. Why else would I see a Ninja Turtle come to rescue me?"
Terraspin let out a small chuckle. "Yeah, that would be wired. But this is just a different one of my transformation. I call this one, Terraspin and here's why."
The transformed teen then lumber forward until he was ahead of Spider-Man. Venom, who recovered from his surprise attack, kissed in rage as his long red tongue, snaked its way around his mouth. Terraspin then assumed his fan form and unleashed another funnel cloud at the creature. Venom, tried firing several tendrils of black webbing from all over his body, in an attempt to anchor himself to the ground.
At first it seemed to work, however the strength of the winds proved to be too much as Venom was swept off the ground and was launched into the air, coming down hard on the pavement.
Once Terraspin stopped his attack and returned to his normal form, he turned to Spider-Man, who simple stared t him wide eyed.
"Wow. And people say I'm a windbag" Spider-Man quipped.
"Yeah, it really blows. Doesn't it?" Terraspin retorted.
"So what happed to Doc Ock and those other wakjobs?" Spiderman asked curiously.
"I gave them, Shell."
"Ha, finally someone with a sense of humor." Spider-Man announced, slapping the aliens flipper in a friendly manner.
However that friendly moment was interrupted when Venom, suddenly leapt over them, firing a webline from his wrist and swung away at great speeds. Spider-Man tired to follow, but due to the beating he received from the Sinister Seven and Venom, his movements were very sluggish as Venom quickly pulled ahead of him and rounded a corner.
Before Spider-Man could groan, he was suddenly picked up by something landing under his feet. Quickly getting into his crouching position, Spider-Man looked down to see he was on top of a flying turtle shell.
"Welcome to Terraspin airlines. Please put your seat in the upright position as we pursue the crazy bad guy." Terraspin quipped as he flew down the street.
Spider-Man stared wide-eyed at what he was seeing; he had seen a lot of freaky stuff during his time as a hero. But nothing like this.
Terraspin rounded the corner but much to his surprise and Spider-Mans, there was no sign of Venom. The Alien Avenger and Webslinger, looked around for any sign of the black suited monster, but saw nothing.
"Where'd he go?" Spider-Man said.
"Dude, I was with you the whole time. How am I supposed to know." Terraspin stated.
"Well cant you track him or something?" Spidey inquired.
"Do I look like a Blood Hound to you?" Terraspin replied sarcastically.
"Hey no need to get snappy, Shellhead. What about the Sinister Seven?"
"I left them under a pile of rumble." Terraspin responded as he changed course to where he last saw them.
However the two heroes were met with disappointment when they flew over the scene to find the pile of rubble disturbed and the villains gone. Terraspin flew over to the roof of a nearby skyscraper and allowed Spider-Man to hop off before he returned to his normal form.
"Well that's just great." Spider-Man stated, throwing his hands in the air. "Not only did the Doc Ock and his gang of Super baddies escape. But Venoms back and has teamed up with them. Could this day…"
He never got to finish his sentence as Terraspin quickly covered his mouth with his flipper. "Dude are you crazy. You never say that out loud."
Spider-Man nodded before Terraspin removed his flipper and Spidey took a deep breath. "Sorry, I'm good now."
"Its all right." Terraspin responded as he reached his flipper up and tapped the Ultimatrix symbol. In a flash of green light, Ben turned back to normal.
Spider-Man blinked the spots out of his eyes, before focusing on the teenage boy that stood before him. With the combination of the hourglass symbol and the flash of green light, it didn't take Spidey long to figure out who his new friend was.
"So you're that shapeshifting alien guy that's with the Avengers, right?"
"The one and only." Ben responded raising his arms.
"So what do they call you?" Spider-Man asked.
Ben shrugged, "I go by whatever alien form I'm in. Different form. Different name."
"Ill bet that's confusing?"
"Why do you think I shout my aliens names every time I transform?" Ben stated.
"I was wondering about that." Spider-Man said, placing his hand on his chin. After a few moments, Spider-Man shrugged. "Anyway, thanks for the help, Alien Boy. We should team up again sometime." He then proceeded to walk over to the ledge and prepare to websling away.
"Hey, wait a second." Ben called out, gaining the vigilantes attention.
"If you're gonna try to get me to talk things over with the police. That didn't work out so well last time." Spider-Man warned.
Ben gave the Webhead a confused look before continuing. "Why would I try to get you to talk to the cops. Everyone thinks you're a manace, theyd arrest you on sight."
"Thank you." Spider-Man said, taking a step back from the ledge. "Finally someone gets it."
"You have no idea, dude. Where I came from, I had this annoying news reporter that basically labeled me a one man alien invasion." Ben explained.
"And let me guess. Every time you save the day, that guy alters the story to make it look like you're the bad guy?" Spider-Man asked deadpanned.
"Every single time." Ben stated.
"Dude, that's rough." Spider-Man said, his urge to leave suddenly vanishing. "So what did you want to ask me?"
Ben realized he was steered off topic, quickly remembered what he wanted to say. "Those guys back there. The Sinister Seven and that Venom guy. I'm guessing you know them, and not in a good way?"
Spider-Man nodded. "I've beaten all those guys in the past. Put them all in jail and they've all got a real grudge against yours truly."
"How'd you beet them last time?" Ben asked.
"Last time I barely survived. This time I'm not sure I can take them at all, especially with Venom on their side. But I've got to try." Spider-Man said determined.
"Why? There are other heroes out there. Why do you have to go after them?" Ben questioned curiously.
"Cause it's my job to protect this city from them. So no one gets hurt. With Great Power, Comes Great Responsibility." Spider-Man stated with a hard look in his eyes.
Ben paused as he absorbed what Spider-Man said, wise words indeed. "That's all I needed to hear." Ben said, earning a confused look from the Webhead.
"What do you mean?" Spider-Man asked.
"You just said, you don't think you can take these guys down yourself. And a few of these guys escaped during the Break Out. So what do you say we team up and take these guys down?" Ben offered.
Spider-Man blinked a few times. "Me team up with an Avenger? Pinch me I must be dreaming."
He suddenly felt a sharp pain in his arm. "Yeow!" Spider-Man yelped as he jumped back, rubbing his sore arm.
"What, you said to pinch you." Ben said amusingly.
"I wasn't serious." Spider-Man snapped back.
"Ahh, who can tell with you." Ben waved off.
Spider-Man shot the teen hero a look, but Ben simply brushed it off as he gave the Webslinger a serious look. "So you wouldn't happen to know where the bad guys lair is, would you?"
Spider-Man thought for a moment. "Well last time his base was at the bottom of the Hudson."
"Makes sense, he's an Octopus so he'd feel comfortable under water." Ben quipped.
"Yeah, but I blew that one up. And since then Kraven and Mysterio have been operating out of somewhere keeping Ock's operations going and I have no idea where it is." Said Spider-Man glumly.
Ben paced for a moment. If there were two members of the team still at large by the time of the Break Out, then that means they were still wandering around the city. Meaning someone would have seen them. Looking up to the sky, Ben could make out the shape of a familiar aircraft that was flying high over the city. The teen hero grinned as an idea formed in his head.
"Ok Spidey, I've got an idea." He told his new friend, who looked at him curiously. "I'm going to go and get some Intel on the Sinister Seven so we can see where they would go. Ill meet you by that hotdog cart on 9th street in 30 minutes."
He then activated the Ultimatrix and started scrolling through his transformations until Spidey spoke up.
"Hang on. How are you supposed to get Intel on them? The cops don't even have any useful info on them?" Spidey asked skeptically.
Ben gave the Webhead a confident look. "Don't worry." He assured as he turned to look at the far off shape of the SHIELD Helecarrier. "I've got friends in high places."
On board the SHIELD Helecarrier, hundreds of SHIELD Agents carry out various tasks aboard the flying base. Most were filing field reports, or preparing for their next mission. But during those quiet moments in between, most agents decide to hone their skills in the various training facilities on bored.
That was what Agent Carol Danvers was currently doing during her spare time. The young woman was standing alone in the shooting range aiming her gun at the target, which where designed to look like the dark silhouette of a man with various markings on them with targeting scores, giving people a goal on where to hit them. Carol fired another three shots punching holes through the eight ring and the edge of the nine ring to the target. She stopped to reload her weapon and prepared to fire again when a familiar voice sounded out.
"You got to watch those silhouettes. They can be shifty little suckers." Ben Tennyson stated cheerfully as he entered the room.
Carol jumped at the sound of his voice and stared at him with a shocked expression as he casually strolled into the empty shooting range as if he belonged there.
"Ben? What are you doing here?" She asked, slightly panicking as she rapidly looked around the room, making sure they were alone.
Ben smirked as he casually walked up to her. "What? I guy can show up to his friends work unannounced, just to say hi?"
"No I mean how did you get in here?" Carol asked.
"The security around this place is pretty lax. Seriously you guys really should update, I was able to sneak in without anyone noticing me. It was pretty funny actually." Ben responded, chuckling slightly.
Carol rolled her eyes and sighed at her friend's explanation. "Ben, while I'm happy to see you, this is my job. You can't just show up whenever you want. If you want to hang out, call first. Cause right now I just want to…" she cut herself off as she swiftly aimed her gun and fired another round of shots, grouping a cluster in the silhouette's head.
The volume of the gunshots rang out forcing ben to put his figure in his ears to muffle the sound. "Wouldn't it be more of a challenge if they weren't standing still?" the teen hero suggested.
Carol once again sighed at her friends antics, but then a though came into her mind and a sly grin spread across her face. Placing her gun down on the table, Carol then pushed a button on the console to her left. Immediately the target silhouette moved forward until it was right in front of her, she then pulled down the old target and replaced it with a fresh on.
"Okay, Ben. You show me how it's done." Carol challenged, placing the gun in front of him.
Bens eyes widened in surprise and also slightly nervous. The first couple of times Ben ever used a blaster, his aim was terrible, he usually hit anything but the target. However that didn't stop him from putting on the safety goggles and picking up the gun.
He then angled his body to the side and held the weapon in on hand as he stretched out his right arm, with one eye closed. Carol smirked as she shook her head "It's not a duel, Clint Eastwood. Here..."
She then moved as stood closely behind him, making the teen hero blush slightly. She placed her hands on his hips and moved him into a correct stance. "Square off to target. Feet shoulder-distance apart. Okay…"
She then moved to his arms and positioned them on the gun. "Gauntlet your right fist in your left palm." She instructed.
However with her close proximity to him and when her hands brushed against his, his hands reflexively clenched, squeezing the trigger, causing the gun to go off. The energy projectile flew forth, completely missing the target and hitting the wall behind it.
"Whoops! Shot too soon." Ben stated a cheeky smile on his face.
"Yeah, well. You know, we could always just cuddle, Ben." Carol suggested in a flirtatious tone, leaning into the teen heroes back, a cheeky smile on her face.
Ben immediately started to laugh as he turned to the grinning face of his friend. "Haha, funny. And a smile. Good."
After that, Ben lined up another shot and fired. This one hit the target sheet, but hit just above the silhouettes left shoulder.
"That's better." Carol remarked half-heartedly.
"Hmm." Ben grunted as he positioned himself for another shot. "You know I, uh, came up here to ask you if I could, uh, get some files on the members of the Sinister Six."
Carol looked at the alien hero, confused. "Why do you need them? What wrong with the Intel you've already got?"
"We only have info on the ones that were captured. And I learned from a reliable source that there were members still at large. I figured SHIELD would have info in them that might lead me to their base." Ben explained just as he fired another shot at the target. This one leaving a hole directly in the targets crotch. "Ooh. That's gotta hurt."
Carol smirked at the shot, but the smile faded when she turned back to the Avenger. "Where did this tip come from?"
"A certain web themed super hero." Ben casually stated.
"So you broke in to ask me if I will give classified SHIELD Intel, cause you got a tip from an immature wackjob in a spider suit?"
"Yeah, Pretty please with Chilly Fries on top." Ben asked, batting his green eyes and giving her a mock pout.
Carol grunted as she faced forward, her eyes then caught sight of his target, seeing the terrible shots that the shapeshifter had put in it. Then a sly grin, etched across her lips as she glanced at the teen hero.
"Tell you what. You put any of the next three in the 10-ring, and I will, personally give you the files." She said, confidently. Gesturing to the small ring at the center of that target, a space that even she could only hit once on a really good day.
"Yeah?" Ben asked, in a serious tone.
"Yeah." Carol confirmed.
"No take backs?"
"Nope."
No sooner had she said that. Ben immediately swiveled into a perfect firing stance and fire three shots in rapped pace, BAM BAM BAM, each one perfectly piercing the 10-ring. Carols confident immediate fell and her jaw went slack. He was a crack shot, maybe even better than her.
Carol shot Ben a glare as he placed the gun down and removed the safety goggles. The teen hero then turned to the SHIELD agent and gave her a sly smile.
"You're a very good teacher." He complemented before turning to walk out of the room.
While Ben may have been a terrible shot when he first used a blaster, that was only cause he didn't take the training seriously back then. When it hit him that having those skills would come in handy one day, he buckled down and trained for hours with his Grandpa until he was as good a shot as he was, back in his youth. He was no sharpshooter like Hawkeye, but he was good enough to keep himself alive incase the Ultimatrix ever malfunctioned.
"You can give me those files in the loading deck. Don't keep me waiting." Ben cheerfully added as he rounded the corner, leaving Carol to grumble on the fact that she allowed herself to be played so easily.
The SHIELD agent, grumbled as she started packing away her gear. She mentally kicked herself for allowing herself to be played like that. She stopped as the target sheet stopped in front of her and looked up at Bens score. Why did she let him play her?
She was a highly skilled SHIELD agent, she should have recognized his game the moment he fired the first shot. Yet instead she played along with him. She'd never done anything like that while she was on the Helecarrier before. Why would Ben showing up, suddenly make her do that?
"So that's the guy you've been seeing, huh." A voice suddenly sounded out.
Carol was so lost in thought that she practically jumped out of her skin. She looked around and saw no one, that is until movement above her drew her attention.
Descending from the ceiling above, as if they had been suspended there, came a stunningly attractive woman around 18 the same as Carol.
"He's cute." The woman commented.
She wore the same type of SHIELD uniform as Carol only her was a little more form fitting. She had flowing black hair that hung freely from behind her back. Eye eyes where green and her full lips were currently in a joyous smirk as she looked at her friend.
Carol took a deep breath to calm herself down from being startled by the fellow SHIELD agent. "Jessica? How long have you been there?"
Jessica shrugged. "Well I was going to ask if you wanted to get some lunch at the cafeteria after you were done. But then hot piece of eye candy walk in before me so I hid on the ceiling to see what he wanted with you." The fellow SHIELD agents grin then turned playful as she poked Carol's shoulder. "Soooo… How long have you two been going out?"
Carol immediately blushed at the question. "We are not dating. We've only been hanging out as friends. Nothing more."
"Come on Carol, you practically lit up the second you saw him." Jessica pointed out, making Carol blush even brighter. "Plus the Carol Danvers I know would never have fallen for that bad shot act. Especially from a guy."
"I do not like him that way, Jessica." Carol said firmly.
Despite her friend firm tone, Jessica's expression remained unaltered. "Well, if your not going to ask him out. Can I?"
"JESS!"
Jessica had to bite her lip to keep herself from bursting into laughter after Carol's outburst. This only made Carol groan in annoyance as she tried to get over her embarrassment.
"Well I'm going to get those files for him. Please don't tell anyone about this." Carol begged her friend.
"My lips are sealed." Jessica said, making a zipping motion with her hands over her lips. "Now go get those files."
Carol nodded as she turned to leave the room, only to find that they were not alone. Standing in the doorway was a woman around her late 20ies wearing a jumpsuit similar to the one Black Widow wore; only this one was white with a black utility belt and weapon holster. She had long blonde hair that was tied into a ponytail and light brown eyes.
Seeing the Agent in front of her Carol immediately snapped into an attention position.
"Agent 13, ma'am." Carol saluted to her superior officer. Jessica did her own half-heartedly salute alongside the more serious Agent Danvers.
Agent 13 returned the gesture to the two younger agents. "Agent Danvers. Agent Drew." She greeted as she walked up to the barricade of the shooting range to get her gear ready. "So what files are you two getting, and why is it a secret?"
The colour in Carols face immediately drained. She was completely at a lose for words, she couldn't lie to a superior officer, but should couldn't tell her the truth either. And even if she did, what if she got caught, she might as well kiss her perfect record goodbye. She mentally cursed Ben Tennyson for putting her in this situation.
Thankfully her rescue came in the form of Jessica Drew. "Agent Fitz asked Agent Danvers and I to bring him some files on the Super Apes." She lied.
Agent 13 raised her eyebrow. "Why would Fitz want to keep that a secret?"
"You know how Fitz has always wanted a pet monkey? Maybe he wanted to enhance it with superpowers?" Jessica said, continuing the lie.
Agent 13 gave the two women an incredulous look, Carol felt like she was about to faint. Then Agent 13 let a small smile appear on her face as she shrugged. "Figures Fitz would want to have a super powered monkey. Hope Jemma talks him out of it before he actually tries it. As you were."
Jessica, nodded as she took Carol by the arm and steered her out of the room. Once the doors closed behind them, Carol finally let out the breath she did not realize she was holding.
Jessica sighed in amusement, as she threw her arm around her friend in a friendly manner. "What would you do without me?"
"I probably would have become a Level 10 agent by now." Carol answered deadpanned.
Jessica smiled as she tightened her one armed hug around her best friend. "Aww, you love me. Now lets go get your boyfriend those files."
"He's not my boyfriend!" Carol snapped back. Which only succeeded in making Jessica laugh.
After collecting the files from a slightly flustered Agent Danvers, the reason behind it she would not say, Ben Tennyson made his way to where he told Spider-Man to meet him. The Teen Hero stood in an ally near a hotdog vendor. However it seemed that the webslingings hero was running late.
It was at that time; Ben realized that he hadn't eaten lunch yet. So pulling down his mask, he walked out of the ally and over to the hotdog cart. The vendor who was operating the cart was an elderly man with silver hair that was combed back. He wore square rimmed glasses over his eyes and a silver moustache on his upper lip. On the name tag located on the left side of his shirt, the name "Stan" was written clearly.
"Hey there, kid. What can I get for ya?" Stan greeted the teen cheerfully.
"One hotdog, hold the mustard, Please." Ben ordered. Stan immediately started putting together the dog while the teen stood by, looking for any signs of Spider-Man as he did.
"You waitin for somebody?" Stan asked.
Ben nodded. "I'm meeting a friend later. He's running a little late."
"Be a little hard to get anywhere in this town, what with all those supervillains running around." Stan said. "Lucky for us, we got good guys like Spider-Man and the Avengers lookin out for us. I remember the day when they first showed up. I was all like 'Superheroes in New York? Gimme a break.' But sooner than you could say 'Nuff Said.' They were everywhere, poppin up like daisies."
"Yeah the world, does feel pretty crowded." Ben agreed.
Stan nodded as he continued. "And then there's that New Shapeshifting guy, that showed up a while back. I don't know his story, but I think he's and interestin character. You ever seen im?"
"…Yeah, you could say were close." Ben admitted as he took the hotdog from the old man and paid him. "It was good talking to you."
"You to, kid." Stan replied. "Hope you find your friend and have a good day. Excelsior!"
Ben casually waved goodbye to the old man, taking a bite from the frankfurter. He walked back into the ally and leaned against the wall, eating the dog as he did, while wondering what was keeping the Spider themed hero. Just as he was close to finishing his hotdog, Ben felt something strike him on the back. Before he could turn to see what it was, he was suddenly yanked of the ground and into the air fast. The momentum was so sudden that Ben barely had any time pulling up his mask by the time he reached the roof. Ben landed on his back with a thud, he groaned as he looked up from his position and saw Spider-Man looking down at him. Despite his face being hidden by the mask, Ben could tell the vigilante was grinning at him.
"Top floor. Men Accessories, Electrical Outlets and Friendly Neighborhood Superheroes. Going up." The Webhead jokingly announced.
Ben groaned as he pushed himself up, he then chuckled as he took Spider-Mans hand to pull himself up. "What took you so long?"
"Hey, do you have any idea how many hotdog vendors there are in this city, not to mention this square block?" Spider-Man defended. "It took my a while before I found one with a guy in a green jacket, ordering from it. Seriously dude, a mask isn't enough. You need to ditch the jacket if you wanna protect your secret ID."
"Maybe I could just say I'm a huge fan. Plus I'm an alien in most of my public appearances. I don't think people will care what I wear." Ben argued.
Spider-Man shrugged. "Hard to argue with that." He admitted. "Anyway, did you manage to get anything from you 'Special Friend'?" Spider-Man asked, punctuating his question with air quotes.
"Yep, right here." Ben said, pulling out the files. "Everything SHIELDs got on every member of the Sinister Seven, even the ones that weren't in prison."
"Nice. I still can't believe they just let you take it." Spider-Man complemented.
"Lets just say I one a bet and I collected." Ben casually replied. "Now lets see if this leads to anything. Shouldn't be too hard. I mean how often do you see a stray Werecat, a guy with a fishbowl on his head and a big black version of you with teeth."
"In a City like this. You'd be surprised." Spider-Man stated.
Ben noticed the sudden shift in the spider themed heroes upbeat attitude. "That guy in the black suit. You know him?"
Spider-Man bowed his head and looked away. "We were friends. I don't like to talk about it."
Ben nodded, understanding the situation. "Word of advice." He said making the vigilante face him. "Don't give up on him. I had a friend who went bad and I almost lost faith in him. But I was reminded who he is and I was able to get him back. Everyone deserves a chance at redemption."
Spider-Man looked away, considering what the Alien Avengers said to him. He then looked back to the alien hero. "Lets just see if we can find them first. Then we can exchange words of wisdom over coffee."
Ben grinned under his mask as the duo looked down at the files. For the next couple of minutes Spider Man and Ben looked over the files, looking for anything that could suggest where the Villains lair could be. At Spider-Mans suggestion, they looked at the info on the members that were not imprisoned at the time of the Break Out, notably Kraven, Mysterio and Sandman. Sandman for some reason didn't show up nearly as much as the others. In fact, since his last encounter with Spider-Man involving an oil tanker, Sandman had completely fell off the radar. So the heroes focused solely on Kraven and Mysterio.
At first they showed up in random locations in the city, completely unrelated, that is until they font one location where both villains showed up. It was a long shot, it was better than nothing. So the two packed up the gear and headed for the location.
In the secret base of the Sinister Society, the villains where all not happy with the results of their initial fight with Spider-Man, one of whom was taking it more personal than the others.
"Why did you call Us away, Octavius?" Venom demanded in a threatening tone. "We had the Wall Crawler in our hands. We could have finished him."
If Doctor Octopus was intimidated by the monstrous creature, he did not show it. "That was merely a tactical retreat. Our goal was to eliminate Spider-Man from our path. We were not prepared to face an Avengers, especially one as powerful as that one."
"Bah, I could've taken him." Rhino grumbled, crossing his arms.
"Yes, your innate skills at falling on you face certainly gave you an advantage over him." Mysterio taunted.
"In any case." Doc Ock spoke up, taking up the reins of the conversation again. "Our lack on knowledge on our opponent, put us at a disadvantage. Our preemptive strike was a poor strategy. Next time we shall emerge victorious."
"Wow, what a motivating speech, Doc." An all to familiar voice rang out from the ceiling. Then the red and blue, web patterned form of Spider-Man descended from the roof, upside down, suspended from a single strand of webbing. "You almost had me convinced. But unfortunately, You done goofed."
The villains instantly got into fighting stances and Venom hissed at the sight of the webslinger. Doctor Octopus even allowed a surprised look cross his face at the sight of his hated enemy.
"I am quite surprised you were able to find us so quickly, Arachnid." Doc Ock said, quickly regaining control of his emotions. "Usually your juvenile brain would have taken far longer, before you located us."
"Yeah that's usually the case, Ock." Spider-Man agreed. "Usually id go swinging around the city, meet one of you guys, fight for a bit, then tail you back to the lair."
"But this time, we figured we'd skip to the big fight at the end." A new voice echoed throughout the room. The villains all looked around confused until the large computer screen activated, showing a black image with several green circuit lines, spread across it, with a green circle at the center.
"Usually it would have taken longer." Upgrade continued. "But after getting some useful Intel from the public spy organization ever, we were able to find the one location that both Kraven and Mysterio showed up."
Upgrade then displayed an image of a map of New York with all the places Kraven and Mysterio had been, marked with little pegs, Red for Kraven, Green for Mysterio. And Upgrade then circled the one location where the two pegs were at together.
"Figures Mysterio would set up shop in a decommissioned Theatre." Spider-Man picked up. "Old Fish Bowl always was a Drama Queen."
The villains grit their teeth as Upgrade concluded the presentation. "So it was a simple matter of coming here and taking you guys down."
With that, Upgrade removed himself from the computer and blorped himself out of the terminal, forming into his usual shape beside Spider-Man.
While Doctor Octopus was surprised by the cunning and resourcefulness of the pair, he wouldn't allow himself to be defeated so easily. After all, he wasn't called the Master Planner for nothing.