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Chapter Text

It was the day after Fury's funeral, and the students of shield Academy where packing up their stuff after being told that they had to vacate the school. Shield had fallen not two days before, and the teens were questioned by police and cleared from being Hydra agents.
"Spider-Man, what are we going to do?" Dagger asked the other teen

"I'm not sure." Spider-Man replied. "I know of a couple of old building we could stay in till we sort everything out."

" I can't believe I didn't see it, thought it was right there." Scarlet Spider said

"It's not your fault or any of our faults." Spiderman replied, "We couldn't have done anything anyway."

"And now that they dumped all of Shield's files on the internet, theirs a lot of people in danger." Iron spider said. "Including our family's."
As the teens finished packing, officials from the UN entered the room

"It's time for you to vacate the premises." One said,

"does the UN have any idea of where we could go?" White tiger asked

"You have to ask them yourselves, the next meeting is in two days." Came the reply

Time skip
Unknown location

What do you guys think?” Spiderman asked as they entered the old building

“It will do, thanks, spidey.” Dagger replied

“No problem, you guys are my teammates, classmates, and students. Even if we don’t have a school.” Spiderman said

“That’s it!” Scarlet spider said

“What’s it Scarlet?” Miles asked

“The school, That’s what They want. A school for super powered people to learn to use their powers.” Scarlet spider said

“So if we open a bigger school and let other people in, we could have somewhere to go.” white tiger finished

“So where do we start webs.” Nova asked

“We start recruiting.” Spider-Man replied. “I have a few friends in the justice league that might help with training and students.”

“Maybe some of your old vigilante friends could join in, you know, like black cat?” Miles asked his mentor

“Sounds good, what about those Robin Hood people.” Scarlet spider replied

“ Oh, you mean leverage team. Could they teach?” squirrel girl asked

“If they want, but I think we need to get some sleep, I’ll keep first watch and make some phone calls.” Spiderman said

“I’ll take the second watch.” Scarlet spider cut in, “I want to be nearby just in case I’m needed

“Sounds good. Night guys.” White tiger said, leading the other teens to another room.

“Night everyone.” Spiderman and Scarlet Spider called.

“There is an opening next to the old sofa, I’ll sit right outside it. I’ll wake you around 3.” Spiderman said

“Sounds good punk.” Scarlet spider replied, climbing onto the torn up sofa and curling into a ball to avoid sticking up springs.
Peter climbed out of the window perched on the wall, not seeing the bright green eyes peering up at him. The teen pulled out a disposable phone and called the first number on the list

“Hey sis, I need your help.” Peter said hearing the phone be answered from the other end.

“Hey Pete, what's up?” Parker asked. “ I heard about what happened with shield and all that, you guys ok?”

“ Yea, where hiding out in an abandoned warehouse for now until the next UN meeting in two days.” Peter replied. “ Where thinking about opening a new school, and expanding it for more students. So I’m calling to see if you guys would, if we get the school could you guys teach?”

“ Teaching at a school for super kids, hmm……… I'll talk to the others in a minute and get back to you.” Parker said

‘Thanks.” peter replied, hanging up the phone and calling the next number. “ Hey Cat.”

“ Hey spider, heard what happened, you guys ok?” Black cat asked

“ Yea where all ok, um I need to ask you something. If we can get the UN to let us open a bigger school will you be a student” Peter asked his old friend

“ Well, I’m not currently doing anything, sooo why not.” Black cat agreed. “You think the UN will help with the rest of things.”

“I hope so, if this doesn't work I really don’t know what I’m going to do.” Peter said

“Well you’ll figure it out peter, you always do. Don’t forget your the strongest person I know. And I don’t just mean in what you can lift.” Black cat told him. “ See you soon spider. Good luck.”

“Thanks, Cat, you too.” Peter replied. “Good night.”

“Night spider.”

“Who's next?” Scarlet asked, coming up from behind, “Maybe those people you used to team up with?”

“That is literally the opposite of helpful.” Peter replied with a smile

“They called you team red or something like that.” Scarlet spider Replied

“Oh right!! Hey, do you have anyone you can ask?”

“Not Personally, but I know some people you’ll probably forget to ask. I know, with everything, you're not thinking clearly.”

“Thanks, but don’t forget about yourself. I know you and Aunt may were close, too.”
Peter suddenly fell silent, staring out into the city. Scarlet reached out grabbing Peter's hand, squeezing the other teen gave it a squeeze.

“Don’t worry, everything's going to be ok. You’ll see” Scarlet said slipping onto the window next to him, the two teens sat maskless hand in hand.
Peter began to cry, tears falling fast, Scarlet pulling the other teen into a hug, “I miss her so much, I could have helped her I should have been there.”

“There was nothing you could have done, we couldn’t have done anything.” Scarlet Spider said, his voice cracking, He looked his friend in the eyes and finished, “But were not done here, we still have people to look after. We can’t give up on them”

The pair spent the next three hours making phone calls and comforting each other. And when 3am hit, the pair were found half awake leaning on the window sill. Flash and Luke picked up the pair, pulling them into the room.

“No were good, We can still keep watch.” Scarlet spider said groggily, pushing against Luke

“Sure you can. Stop fighting, we’re gonna lay you all down on the sofa,” Luke told the sleepy teen, throwing him over his shoulder then laying him down on the sofa. Flash places peter next to him, avoiding the springs.

Chapter Text

Two days later

UN complex.

All of the students of The former Shield Academy had gone to the UN building for the meeting Tony Stark had also showed up with Natasha Romanoff on his arm. Most of the students were asked to return to the Compound till it was they were needed to speak Until then Only spiderman, Scarlet spider, Kid Arachnid, Dagger, White Tiger, and spider-woman entered to the office. The teens were directed to sit near Tony and Natasha who instructed them to stay silent until they were called upon.  After a few hours, they were called on.

“ Now for the former students of Shield Academy, If you would.”  One of the delegates said

“Thank You, Sir.” Spider-man Said standing up his teammates standing up beside him.  “We're here today Because when Shield Was shut down And their files put on the internet our school was shut down and many of whatever family we had remaining Were killed. We are here to ask that you permit and aid us in opening a new school.”

“I know you are not used to this kind of thing but we ask that you remember that we are just teenagers, even though we have powers.” Scarlet Spider  cut in as they let the other teens into the room

“We have contacted other people who would be glad to join and or teach at the school.” Dagger said

“ Even though we were a part of Shield we were not Hydra, and had we known we would have done our best to clean out the infiltrators,” Spider-Woman told them.   “We ask that you remember Shield was not Hydra. Yes, we were infiltrated but not every agent was a double agent.”

“And are we supposed to just let children raise themselves?” A Russian female delegate asked   

“No ma'am. We don’t expect you to either, but we will have adults at the location and if it is ok Spider man has requested as a former Avenger that Tony Stark And Natasha Romanoff come to the school to supervise and teach what they can.”

“Former Avenger?” Everett Ross asked. “ This paperwork till has spider  “man” as an Avenger.”

“ We did not know about this but our previous statement still stands,” Spider man replied

“Oh did I forget to tell you i never took you off the roster? My bad kid.” Tony said with a smirk.

“We also wanted to ask that you put something in the accords for minors that are in the superhero business, and there is a lot of people that would try and take advantage of our powers and age.” Miles said  to the delegates. “Not everyone, not all teenage vigilantes lost their families that day and someday we are going to want our own families.”

“  We understand that you want people to feel safe and they want us held accountable. That was the whole point of Shield Academy, for us to learn to use our powers and to fight the bad guys with the least possible amount of casualties.”   Scarlet spider said. “We May be kids to all of you and even to each other but we do understand the need for accountability. We hope you ……… “ As scarlet spider spoke all of the spiders scenes went off. “GET DOWN!” Everyone in the room ducked Tony, Natasha, and the spiders (Dagger and White Tiger too) included and a bomb blasted Through the room.

Back At Avengers Compound

 The rest of the Former Shield Academy were anxiously waiting on News from their friends when Friday called them into the common room.

“What’s wrong Friday? “ Nova asked floating an inch off the ground  

“You Kids need to see this, and get suited up.” The AI replied turning on the news to show footage of a bombed UN site, The teens circled the T.V  fear and shock.

“Spider man, Scarlet spider, Kid Arachnid, Dagger, White Tiger, and Spider-Woman  they were there.” Squirrel Girl whispered, breaking the silence.

“Tony And Natasha they were there too.” Cloak cut in

“Friday do they need our help.” Iron Fist asked the AI Taking charge  of the panicking teens.

“Emergency services are clearing  away the rubble, but its slow going.” The AI replied Worry seeping through her voice.

“Is there any way we can get over there?”  Agent Venom asked

“ There is a Quinjet ready and waiting on the roof.” Came the reply the teens scurrying to the roof.  

Time Skip: A Day Later  

Location: The Airport

Spider man, Kid arachnid, and Scarlet spider  were crouched behind a plane at the airport with orders from iron man to try and stay out of there was a fight, because of there injuries from the bombing at the UN building.  Both teens had broken/Cracked ribs, Spider man had a hairline fracture in his arm that he did not tell Tony about, and Scarlet spider has 3 broken ribs and a concussion . The Trio teens waited for there Que as the battle began.   

“Ok, I’m out of Patience Underoos!” Tony called out calling for the trio to come in.

The group of spiders leapt into the battle Spider man swiping Captain America’s shield as they landed on a nearby bus.

“Hey Cap” Spider man said standing up from his landing crouch, Miles doing the same.

“Big fan.” Miles cut in then seeing Barnes he crossed his arms and finished “ Or I was.”

“Look Kid you don’t know what’s going on.” Captain America replied as Bucky moved to stand next to him.

“You were in the building when it blew up,  weren’t you.” Barnes asked the teenage heros

“Yea we were, thanks for that.” Miles snapped at the Older man, then glaring at Rogers he said. “Thanks for posting all of our information on the internet Rogers, You got the last of our living family killed.”

“What are you talking about, son?” Steve asked The teen

  “When you sent Shields files to the internet, you forgot that not everyone at shield was Hydra and that shield had files on the families of superheros as well. “  Spiderman explained annoyed. “All the homes of superheroes, all the safe houses were they hid their families, all the undercover agents who were doing their job that died cause Tony couldn’t get to them on time while he was cleaning up YOUR mess!”

“And here you are making another mess while he is still trying to clean up your other one.” Scarlet spider finished

“Ok no need to start a conversation, even if it is a good point.” Tony cut the teens off   

“ You’ve been busy.”  Steve Said to Tony

“And you've been a complete idiot. Dragging in Clint. 'Rescuing' Wanda from a place she doesn't even want to leave, a safe place. I'm trying to keep… I'm trying to keep you from tearing the Avengers apart.”  Tony replied stepping forward

 “You did that when you signed.”

“Alright, We're done. You're gonna turn Barnes over, you're gonna come with us. NOW! Because it's us! Or a squad of J-SOC guys… with no compunction about being impolite. Come on.” Tony said as Steve looked away. “Come on.”

Chapter Text

Suddenly a Arrow flys at spiderman, the teen quickly ducking behind the shield. Ant man grew to normal size, punching the shield knocking the teen back, retrieving the shield for Captain America
“Stay Away From Soldat, I’ll take him, but I don’t want y'all near him” Scarlet Spider ordered in Russian, quiet enough so that only his team heard. “The Witch too, I’ve seen the shit she can do to someones mind.”

The teams quickly began to fight, Falcon and Winter Soldier geting into the terminal in the confusion Spiderman and Scarlet spider going to confront them.

“What happened Falcon, you were an avenger, people we looked up to!’ Spiderman asked Yelling “Instead you put all of Shield's files on the internet, get our families killed, Explode a city, and when cap's killer BFFs over their bombs the UN you all come running”

“There's stuff going on that you don’t understand, kid” Falcon Replied, punching the teen

“Then explain better!! Or you know at all!” Spider man shouted, ducking a second punch

“Soldat!! You still working for Hydra, after everything they’ve done” Scarlet Spider snapped at the other man

“Kid Do I know you?” Winter Soldier asked Punching the teen in solar plexus and again in the throat causing him to collapse to the ground “your good, but I’ve been doing this for 70 years kid, stay down.”

Spider man webbed Falcon down and ran towards Barnes punching him, ducking and going into a leg sweep punches were traded, while Scarlet Spider began to get back up. Barnes kicked Spider man in the knee, grabbed him by the wrist turned punched Scarlet Spider in the temple knocking him unconscious then turning back to Spider man punching the teen in the back of this head knocking the other teen out.
Barnes then ripped the webs off of falcon, both running off. Outside, Wanda had begun dropping cars on Tony,
Miles Was fighting Hawkeye When suddenly Ant-Man went giant, Miles roundhouse kicked Hawkeye webbed him to the ground then webbed over to the overgrown hero.

“Where did this guy come from!?

“Mr Stark, I have an idea!! You know that really old movie Empire strikes back?” Miles asked beginning to web up the legs of the giant hero

“Jeeze tony how old is this kid” Rhodey asked flying over to them

“I don’t know I didn’t carbon date him. He was one of Fury’s kids.” Tony replied

“I’m 13! Alright push!” Miles ordered the two older heroes promptly, doing so. “Hey There getting away!”
Over His comm He yelled “Spidey, Scarlet!! They're getting away! Get to the hanger!”

“Kid GO we've got this Web them up!” Iron Man Ordered “Widow, Back the kid up keep them from getting to close”

“Got it Tony. Come on kid!” Widow Ordered running in the direction of the hanger, while Miles Swung behind her. Together, the pair quickly made it to the hanger Black Widow, Taking on Barnes while Miles got Rogers.
Rogers Punched the pre-teen in the gut who flipped over landing in a crouch. Miles Summoned Electricity into his palm running at him Rogers pulled on his outstretched arm holding it in a firm grip, punched him again in his kidney, then hitting him hard on the side of his neck, stunning the teen leaving him half conscious writhing on the ground. He then ran over to black widow stopped throwing his shield agents the wall, it bounced off of the wall hitting Widow on the back of her head, knocking her out.
Miles Uncurled a bit from his spot on the floor, grabbing Barnes on his ankle and sending Electricity though his body.

“Shit, what the hell, kid. Didn’t you knock him out, Steve?” Barnes asked pulling his grip

“Um Half way.” Rogers Replied

“Hold Still, kid, This will only hurt for a second.” Barnes Ordered, He then leaned over the half conscious teen, reached behind his head and pressing hard. Miles felt a sharp pain then everything went dark.

Rogers and Barnes started the jet flying away as the battle came to a halt.

“Spiderman come in, Kid Arachnid come in, Widow Come in, Scarlet Spider come in!!” Tony asked, “Rhodey have you heard from the kids or widow?”

“No, split up, last I heard Spidey and Scarlet Spider were in the terminal Kid and Widow were in the hanger trying to stop Rogers.” Rodney replied, “Let's split up, i get the feeling were going to need a doctor”

“Aye Aye Colonel” Tony replied flying to the hanger, Rhodey flying over to the terminal.

Rhodey landed, scanning the nearby area for the pair, “Spider-Man! Scarlet Spider! You kids ok?” The hero heard a faint grown coming from the area near the stairs. “Oh Shit. Kid!” Rhodey Quickly removes the suit running over to where he heard the sound came from.
Spiderman was on the ground covered in bruises, some blood, and unconscious. A few feet away, Scarlet Spider was also unconscious and in a similar fashion to Spider-Man covered in bruises and bleeding.

“What The hell?! Tony I found Spider-Man and Scarlet Spider there in bad shape. Covered in blood, bruises and out of it.” Rhodey Said into his comm

“I just found Kid and Widow, They really did a number on them. Rhodey He, Rogers Hit with His shield back of the head. I’m calling for a medical evac 4 people.”

“4? What did they do to the kid?”

“From what I can tell, Broken Wrist, probably a concussion, bruises going up and down his back, on his stomach, and side of his neck. He said he was 13 they did that to a 13-year-old.”

“Alight make the call Tony, tell them to get here Asap.”

Chapter Text

TIME SKIP

Peter was laying sedated in a hospital bed, His pale white skin bruised, the blood washed from his skin. The Doctor said He now has a severe concussion, two broken bones in his arm, another in his wrist, three broken ribs, and was dehydrated. The teen also had a fever of 104.

Ben was in the next room sporting bruises up and down his body, He had two broken Ribs, a broken bone in his leg, A broken wrist with stitches, as the bone had come out of the skin. He also had a fever of 105. The Doctors found his scars and old injuries from his time as a prisoner with Ock and Hydra. He, like Peter was sedated.

Miles has a fracture in his wrist, a bruised Kidney, a concussion, two broken ribs, and a hairline fracture in his leg.

Black Widow has a severe concussion, a bruised spine, and 3 broken Ribs.

Peter Slowly opened his eyes, then Quickly shut them again with a whine, quickly pulling the blanket over his head. Suddenly, the steady beeping he’d heard from next door stopped, replaced with yells for a crash cart. As quickly as it went up he pulled the blanket down, looking over to the room next to him to see Ben being given CPR, Doctors ran up with a crash cart switching to the cart. The doctors Worked quickly shouts filling the room.

“Clear!”

“ Clear!”

“I’m not getting anything!”

“Again!”

“Clear!”

Peter sat on the edge of the bed staring through the glass into the other room frozen. Everything seeming to slow down the sound of flatlineing becoming louder in the teen heroes ears. Everything else becomes muted, Even the sound of someone yelling The other teen's name, it takes him a moment to realize he’s the one yelling.

“Time of death…..”Came faintly through the wall, but before the doctor could finish the sentence the beeping starting up once more. Shouts of glee came from the room next door.
Peter Fell back onto his bed, hand over his mouth, with tears of relief in his eyes as his legs gave out. A nurse ran into his room, whispering words of comfort to the teen hero while rubbing a hand on his back.

“He’s ok, you're all ok. Everyone is ok.”

Peter Looked to the Nurse, his eyes glazed over with the fever, seeming much more his age and whispered “Promise?”

“Pinky Promise.” The Nurse replied, “now lets get you laying back down. You have a really high fever, that we’ve been trying to break. So you get comfortable while I grab some replacement Ice packs. These must have gotten thrown when you shot up, they're melted anyway.”
Peter looked to the ground to see that in fact he had thrown Ice packs to the floor when he jumped for his friend. He also noticed an IV hanging nearby, mentally noting that He must have pulled it out. With a look into the next room to ensure Ben was still safe, the teen hero laid back down and let the Nurse get to work, reinserting the IV and placing Ice Packs around him to bring down his fever.
The adrenaline quickly faded, and the injured hero once more sunk into a feverish sleep.

Only hours later, the Teen's fevers broke and their injuries began healing. The Doctors, while having been worried about their recovery, were now hopeful that they’d be out and recovered within a couple of weeks. In fact, Miles was already (against Doctor's advice) Up and Hovering between the two older spiders rooms.
Black Widow However would be out of commission for at least a month, and it would Be at least 6 months before she could move like she did before she was injured.

Tony And Rhodey walked down the hall to join Miles, having been in forced to escort the Former Avengers to the Raft when the hero’s Had been Brought In.
“Mr. Stark! Mr. Rhodey! Your here?!” Miles Asked, surprised

“Of Course we are kid, you didn’t think we’d just leave you kids, right? We just had to drop off exavengers first.” Tony replied, laying a hand on his shoulder. “How are you feeling? I know you weren’t in as bad of shape as the others but still.”

“A broken this, A bruised that. You know the usual.” Miles replied with a smile, then frowned and turned to his sleeping teammates “They really got hit hard though.”

“I’m Making sure that Rodgers and Barnes are both charged for assault on both of them when we catch them.” Rhodey Replied, face stony

“Try Attempted murder.” Miles said, Voice hard, The older heroes eyes going wide, he finished.” Scarlet Spider Flat lined, almost died, as in they were calling the time of death when his Heart started back up.”

Both Men went speechless, their faces paling before going hard once more
“They are gonna pay that kid. They Nearly… They nearly killed a child. They were willing to do that to children.” Tony hissed, “Makes me reconsider taking some of the others with me though.”

“Taking the others where?”

“One of the guards let it slip what condition you kids were in, Falcon felt guilty told us where Rodgers is going.” Rhodey answered, “We were going to follow and wanted to see if any of the other members of Shield Academy wanted to go with. Get some good licks into the people who hurt their teammates.”

“Although at this point i’m thinking of seeing if Deadpool wants to go with instead, see how tough they are against a guy like that.” Tony Cut in With venom in his voice. Miles looked up at the older hero to see Him looking into the other spiders rooms.

“I’d Take Powerman, Venom, and Black Cat Along with Deadpool.” Miles Replied

“Why.”

“Poweran Is invulnerable plus super soldier, sorta. Agent Venom has built in explosives plus he can do the regular giant venom thing, and Black Cat while not part of Shield Academy is a Super soldier with the ability to give people bad luck. She’s also really close to Spidey and Was really angry when I talked to them on the phone.” Miles Said, counting off reasons on his fingers. “Them along with Deadpool and you guys should be able to take down two super soldiers and any surprise they bring.”

Tony and Rhodey look down at the younger hero surprised, then Tony rolled his eyes and said “Right Shield training. I guess you would be able to chose who’d best fit a mission.”

“Its something Spidey and Scarlet Taught me, actually. Then right after Scarlet started teaching us stealth, and infiltration.”

“I’d Hate to see what would Happen if you kids tried to take over the world.” Rhodey Laughed, “why don’t you go grab something to eat miles and we’ll watch over them till you get back.”

“Ok” The preteen replied, taking one more look at his friends before bounding down the hall

“Am I talking To Tony Stark right now or The Merchant Of Death.” Rhodey Asked coming to stand next to Tony by the Window into the rooms.

“I’m Not Going to kill them if that's what you're asking, Rhodey.” Tony breathed, “But the Day I met Spiderman, Peter, I told myself That I’d protect him. He’s to good for this life, and then he got the other kids and I saw how much they grew together. I looked At them and I could tell they were gonna change the world, they were something the Avengers Never were. They said they were gonna be the next generation of Avengers, but really they were always better than us. But They’re still kids and Steve- Rodgers he did that to kids that he said he’d protect right alongside me. These weren’t unknown adversaries, they were kids he’d fought next to, that he’d trained. That kind of Betrayal can’t be let go unpunished.”

“This Won’t be done when we catch Barnes And Rogers Tony, Those kids, Widow, Their gonna need you to lead the way. To keep moving them forward, Don’t Avenge, Don’t wait till its over to get revenge or whatever, lead the change, Guide them. And Yea Tear anyone who dares hurt them a new one.”

“And you’ll be there with me right? Tearing Them a new one.”

“Well someone Has to.”

------------------------------------------

“Hadie. Hadie Open your eyes.”

Ben Slowly opens his eyes to find himself in a dark room with blue and purple fire in the distance, the ground wet with inch tall water all around.

“Where am I?” Ben mumbled, carefully getting to his feet and looking around but seeing no one else.

“You are in the void.” a raspy voice whispers in his ear, Ben quickly spinning around to see no one behind him.

“Oh thank you, that absolutely clears things up.”

“You and Your brother were badly hurt in the fight with the former Avengers.”

“I’m a clone, I don’t have a brother. Besides, the person I was fighting beside was..” Ben's eyes widened as he realized, and turned again to where the voice was now coming from. “Do you Mean Peter?! He’s my Teammate! He and May they took me in but were not related. Who Even are You!?”

“ There is much information you are not Ready for Hadie, But We have worked to bring you and your brother into place to save this world. As for who I am, my sisters and I are known as many things. But many know us as the Norns or the Fates, depending on who you ask.”

“So what you’ve been manipulating us our whole lives!? To what Fit some sick plan of yours? Also My name is BEN RILEY, not Hadie!”

“If there was another way I assure you we would have done so, But you will see very soon why things had to be this way. And for the name issue yes, Ben Is your name now but, it wasn’t the name you were born with. It wasn’t the name your parents gave you.”

“Well who are they? Who are my parents? What is this big thing thats coming?! Just Tell Me whats going on!” Ben shouted, Panting for air by the end of it.

“Its time for you to wake up now, young one.”

“No. No. Tell me what's going on!” Ben pleaded. As he spoke, things around him began to fade. He could hear a voice calling out that sounded muffled at first but grew more clear. Eventually he could hear it saying.

“Come On Ben, come on, Open your eyes. Wake up, come on, scarlet.” Miles’s voice called

Ben Unconsciously groaned as he felt himself come back into his body. Letting the younger hero know that he was waking up, he heard.
“Come on Ben, open your eyes. There you go, there you go Ben.”
Ben groaned again but at the urges of his friend opened his eyes to the bright lights of the hospital and to Mile’s concerned face.

“Hey.”

Chapter Text

“I’m gonna tear Rodgers and his lot in half.” Black Cat seethed , The young Anti Hero standing by the window of the quinnjet. Behind Her Sat Powerman, Agent Venom, Deadpool With Iron Man and War Machine flying the plane.

“Just Make sure to save some for the rest of us, Kitty Cat.” Deadpool replied cleaning one of his guns, next to him Agent Venom Cracked his knuckles.

“You kids sure you can take them down?” Rhodey asked, removing his helmet and turning around.

“Oh yeah, Colonial Rhodes, those Two have nothing on us.” Powerman replied

“You Sure you all can take them, Three kids, three of your teammates have already been hurt in this fight, I Can’t take of anymore.” Tony said

“ The Thing with those Two Mr Stark is that they are Super Soldiers versions 1.0. We Are the Updated Versions,” Black Cat Counted off “Super Soldier with Bad Luck Powers, Super Soldier with Invulnerable skin, Super Soldier with a Healing Factor that can bring him back from the Dead, And A Symbiote Team with explosives and others built in Additions.”

“ We are the better versions Tin Man, And we Didn’t Willingly let some scientist experiment on us to get our powers like some other star-spangled idiot. He’s not even a real Captain, never even finished Basic Training.” Deadpool Cut in, putting his handgun back in its Hoster

“Rodgers And Barnes Aren’t going to know what hit them.” Agent Venom said, crossing his arms, The venom Symbiote twisting in anger about their teammate's injuries at the hands of the super soldiers hands.

“Not at All.” Power Man Finished

“Alight kiddos don’t get too overly confident, these two have been at this for a long time. And they don’t seem to care about the safety of others at this point. Remember, three of your teammates have been put in the hospital, one almost died. Just Be alert and careful when we arrive.” Rhodey said Standing Up and facing The group, “I know at one point everyone here has fought with, looked Up to, Or Had Any other interaction with Rodgers But he is not a Hero anymore. We Are not going to aid him in some mission, He Has broken the law and has hurt and killed many innocent people. Including some of our own. But At the same time we are not to get lost in anger or revenge. We are not Judge and Jury, we are only here to collect them and make sure they cannot hurt anyone else. Nothing more, Nothing Less. Understood!?”

The quartet Of Young Heroes and Anti heroes exchanged looks before agreeing

“Yes Sir.”

“Can’t Promise they aren’t going to end up with some broken bones, or other injuries.” Black Cat Hissed, extending her claws and glancing at The Older Hero.

“No Murder, Maming or Permanent Damage.” Tony called From the Driver's Seat. Rhodey Looked Behind to look at Tony Exasperated “What? After What Rodgers Just did You're lucky I’m telling them that.”

Deadpool looked From Rhodey to Tony Then Back Again “I like him better.”

“Oh no, however will I stand It.” Rhodey Deadpanned

“Ok Kiddos, game faces Eta 5 Minutes.” Tony Cut In.

The group stood, putting the quinnjet on autopilot and walked to the exit, The group proceeded to jump from the plane, glided down on parachutes while Tony flew ahead while War Machine Held back with the others. The Plan was to get the Pair of super soldiers to think he was working with them then for the others to come in, and they’d all corner them. Blocking all escapes and making it easier (Or Harder) to take them down. Rhodey was not happy with the plan and didn’t want Tony Alone near the two fugitives, But Tony argued it was the only way to catch them off guard, and they’d be right there anyway, so….

The quartet glided down till the Bunker was in site, then began their descent, Their white parachutes blending in with the snow. They glided down till about 20 feet above the bunker, where they released their parachutes and landed in the snow, their parachutes flying in the wind behind them.

“Everyone ready?” War Machine called out

“Ready”

“Ready for a beat down.”

“Ready.”

“You know it Tin Man 2…. I Mean READY.”

“Ready Rhodey”

“Then Let's move people.” Rhodey Replied, ignoring Deadpool’s response.

The Group went quiet, getting into a battle formation, and pulling out their respective weapons (if they used any). Tony Entered the Bunker First, Black cat Following behind him and slipping away into a nearby air vent, Deadpool and Power Man entering as well then going down other hallways to cut anyone off, and Rhodey Quietly following behind Tony, keeping a good distance where he could not be seen.

“You seem A little defensive” Tony Called out

“It's been a long day.” Steve Replied

“At Ease, Soldier, I’m not here for you.” Tony Lied “ Could be your story's not so crazy. Maybe. Ross has no idea I'm here. I'd like to keep it that way, That's why I’m here, alone.”

“I knew You’d Come around” Steve said with a smile “It’s good to See you, Tony.”

“You too Cap.” Tony replied, grinding his teeth. “ Hey, Manchurian Candidate, you're killing me. There's a truce here. You can drop . . . “

The Trio began to walk down the hall, Rodgers and Barnes, Unknowing to the rest of the group that stealthily followed behind them. Tony reengages his helmet to scan for heat signatures.

“I got Heat Signatures.”

“How Many?”

“Just One.”

The Trio Walked into the Other room, Weapons pointed in front of them. As they walk into the room, the others creeping quietly around them, the bright lights of the room turn on.
As they entered the room, Tony taking the time to look around and finding himself disturbed by what he found. In the room were five capsules, all of them with Winter Solders in them who had been shot in their heads. On the other side of the room was a control room, and Inside was a middle-aged man with light brown hair and pale skin, Helmut Zemo.

“If it's any comfort, they died in their sleep,” Zemo said through the speaker. “Did you really think I wanted more of you?”

“What the hell?” Barnes mumbled,

“I'm grateful to them, though. They brought you here.” Zemo Continued, not even blinking as Rodgers threw his shield at the control center, the shield bouncing back to him without making a dent. “Please, Captain. The Soviets built this chamber to withstand the launch blast of UR-100 rockets.”

“I'm betting I could beat that.” Tony Cut in, Turning on his repulsors

“ Oh, I'm sure you could, Mr. Stark. Given time. But then you'd never know why you came.” Zemo Said with a smile

“You killed innocent people in Vienna just to bring us here?” Rodgers interrupted,

Sensing something was about to happen, Agent Venom, Black Cat, Powerman, Deadpool, and War Machine moved themself’s into position.

“We Have King Kitty 6:00.” Deadpool Whispered into the comms

“Understood. Rodgers Is about to try something, everyone be alert.” War Machine ordered.

“I thought about nothing else for over a year. I studied you. I followed you. But now that you're standing here, I just realized . . . there's a bit of green in the blue of your eyes. How nice to find a flaw.” Zemo replied snidely

“You're Sokovian. Is that what this is about?” Rodgers Asked

“Sokovia was a failed state long before you blew it to hell. No. I'm here because I made a promise.” Zemo said

“You Lost someone?”

“I lost everyone. And Now so will you!” Zemo Sneered at the heroes. As He Spoke, a video began to play.

“Is that What I think it is?” Black cat said

“Fuck” War Machine replied

The Video that the villain played was The Winter Soldier murdering Tony’s Parents.
As the video ends, Tony lunges at Barnes only to be stopped by Rodgers who stood in between the two.

“Tony, Tony.” Rodgers said patronizingly to the other man

“Did you know!” Tony Panted, his eyes wild

“Yes.” Rodgers Replied

“WHAT!” Tony and Barnes Yelled in Unison

“I how could you?” Barnes demanded

“It's worse than you think. He used my money to find you, For TWO YEARS! It had to be two years ago, when all of Shield fell. You, you burned everything! The only reason I was even able to save the school and the agents that work there was cause of Natasha!” Tony Fumed

“Wait. Was Rodgers the reason that May was killed?” Black Cat asked quietly, growing angry for her family.

“Yea.” War machine replied. “Nat called Tony and told him that they were putting all of the Shield info online. He managed to save the school first then worked so save as many of the agents as he could. B He couldn’t save all the families though. And even then Hydra managed to download encrypted filies with you’re information on it. Took them a year and a half to decrypt it. For the next two years what remained of Shield was just the tri-carrier and,”

“Shield Academy, that's why Fury was at the school so much. And how Zola managed almost taking over. And Why Fury left a 16-year-old in charge of a spy agency.” Powerman said , then asked, “Only thing I don’t understand is How the Academy was rebuilt if all that was left of Shield was the Tri-carrier and Academy?”

“Tony paid for it”

“What?”

“Tony Know’s How important the Academy was to you kids, personally and for safety reasons. So he tired to keep it running for as long as possible. And It worked.”

“Until The UN Found out, and The rest of Shield was shut down.” Deadpool finished.

“Yea.” War Machine replied then stopped at speaking from the room

“Did she know too? Did Natasha know?!?” Tony asked shaking

“Yes, but she… I told her that I told you.” Rodgers responded

“She trusted you. I trusted you. I - I ‘m taking you in. All of you!”

“I’m not going to let you do that Tony. Besides, do you really think you can take on two super Soldiers on your own. Now get out of our way, I don’t want to hurt you Tones but I’ll do what I need to.”

“Oh, did I say I was here alone?” Tony sneered as the other heroes and Anti Hero’s surrounded them. “I lied.”

“Hey Craptain America!!!!” Deadpool sang, pulling his swords

“You and I need to talk. You got a little handy with my boys. You hurt MY BOYS.” Black Cat hissed

“What the Cat said.” Agent Venom said as the symbiote shifted angrily

“Did you really bring kids into this Tony. After what happened at the airport you think you’d know better.” Rodgers accused Tony. “It’s your fault that those kids are hurt. You should have stood down! I had to save Bucky!”

“Wow. The hypocrisy.” Cat growled, “you hurt my Fiancé and his team, a bunch of children. Now you try and shift the blame onto Tony. Come on Captain get a clue, your at fault here, you broke the law, now your going in.”

“I’m sorry Fiancé?” Tony turned and asked “Aren’t you 16? Who?”

“Spiderman, It’s a long story that I’ll explain later.”

“Last chance, Rodgers, Surrender.” War Machine warned preparing for the inevitable fight.

Rodgers Lunged towards Tony, Barnes Following behind him, Black Cat getting between Rodgers and Tony punching Rodgers back. Deadpool pulling out weapons and shooting at Barnes who was blocking them with his metal arm, Powerman quickly knocked out Zemo, preventing him from getting away.
Rodgers hitting War Machine with his shield, who immediately shooting him with a repulsor blast.

The Fight was going all out when suddenly a roar came out,

“We are VENOM!!”

They All turned to see that Agent Venom had allowed the Venom symbiote to have control, was now at full height… charging towards Rodgers and Barnes. The Heroes and Anti-Heroes quickly backed away, allowing venom to get at them. The Symbiote grabbed both super soldiers by their necks lifting them into the air.

“Weee Will End your Reign of terror, Foreverr.” Venom hissed at the former Heroes.

“Well.” Black Cat said as she turned back towards her teammates, “That has kinda anti-climatic. I’m sorry about your Parents, Tony.”

“Thanks kid. Um Big-V could you place them in the hold. I-I don’t want to touch them.” Tony replied, looking over at Venom, then looking up to meet the Symbiote’s eyes.

“We Will make sureee they get Justice. Would you like uss to watch them?”

“No, thanks kid. There are power dampers down there anyway, and it’s gonna be a long trip.” Tony Replied, stepping out of the suit and rubbing his eyes. “Got to drop them off then, I don’t know about you kids but I’d like to go back to the hospital. I got a message from them that we can move the kids and widow back to the compound’s med bay.”

“They're gonna be ok?!?” Black Cat asked perking up and retracting her claws.

“Yea.” Tony Replied giving the teen a tired smile. “Don’t think I forgot about the Fiancé comment.”

“I’ll explain everything later, once everyone is together. It’s A Long Story that I don’t feel like telling more than I have to.” Black Cat smirked, throwing her platinum hair over her shoulder, turning around to the entrance and calling out behind her as she walked. “Come on, I don’t know if you people noticed this but Siberia is COLD!”

“Well, you guys heard the Cat. Back to the ship!” War Machine cut in stepping out of his own suit and leading Tony Back to the Quinjet, the suits following behind them.

“OH! OH! I’LL GET THE BAD GUY!!” Deadpool shrieked, Throwing Zemo over his shoulder and running into the quinjet, The Other hero’s and anti-hero’s following behind him and Black Cat.

_______________________________________________

Peter sat up in the hospital bed carefully maneurving so not to remove the IV, and not further hurting himself. He took a careful look around the room noting the window and that it was well after dark.
He Kept scanning the room till he noticed the Tall, Dark haired woman standing in the corner of the room.

“Hello Lady Talia, i’d bow but.” Peter said, gesturing to himself with a tired smile.

“Hello Alsaghir. I am glad to see you and your friends are healing.” Talia replied, walking up to the teen hero. “It’s time. Time to tell them.”

“I know. I hope they won’t hate me for keeping it from them.” Peter whispered, looking down into his lap. “They’ve put their lives in my hands and there’s alot that I haven’t told them. About myself, about my past, about the things I did outside of Sheild and the people I work with.”

“They Will understand,” Talia Whispered back, sitting down to make eye contact with him. “And moreover, you all are in a place where you will be prepared for what comes next. You have spent years preparing yourself and your students for your destines. Saving many, and giving many more, a second chance in life.
Pieces of a puzzle years in the making are nearly complete. You know what you have to do now.”

“What if I’m not ready?” Peter asked meeting Tailia’s eyes

“No Leader is truly ever ready. But you work hard to be ready enough and then trust the people around you to help you when those times of need come.”

Closing his eyes Peter took a deep breath, opening them again he said.

“Can you gather everyone? I’m ready.”
______________________________________________

The Former students of Shield Academy, The Remaining Avengers, Shadows, and their allies gathered in a large, private room in the hospital, whispering to each other waiting for Spiderman to come in and let them know what was going on.
Scarlet Spider had been wheeled in and sat beside the space put aside for Spiderman and the others coming in with him, with strict orders from the doctors not to get up from the wheelchair.
The room quieted down as the doors opened and in came Spiderman in a wheelchair pushed by Black Cat, Talia, and a group of shadows behind them.

“Hey, Peter.” Scarlet Said, Perking up to the other teen. Instinctually attempting to get up to go to him before being pushed back down, looking down he remembered that he had been strapped in to make sure he didn’t get up.

“Hey, Fuck Ben you had me worried for a while there,” Peter whispered, Pulling off his mask, “You, I woke up and you stopped breathing. I could hear them reviving you.”

“I’m ok, they um, they actually only agreed to let me join this meeting off the hospital bed if I stayed in the wheelchair, and then clipped me in to make sure.” Ben replied, Pulling off his Own Mask, then snorting as Miles ran to Peter at full speed rapping the older teen in a hug, having done the same thing to Ben When he’d woken up earlier.
Tony stepped up with his arm in a sling, smiling at the trio and said,

“You kids had us worried, you three, along with Widow here.” Natasha in her own wheelchair sat beside Tony, shoved him and cut in.

“It will take more than that to take us down.”

“What is it that you would like to tell us Spider?” Iron Fist asked

“Well. It’s a long story, so everyone get comfy.” Peter Replied, Black Cat sitting down next to him, and everyone else quieting down.

“Seven Years Ago, My brother and I were kidnapped by Hydra from our families. I don’t remember my life before then or my family, not even my brother. The Doctors said it was amnesia caused by trauma but knowing what I know now about Hydra it was probably done deliberately. I barely spoke english when they first rescued me.
Two weeks after they found me Richard and Mary Parker, who were Shield Agents, got a lead on where they took my brother after we were separated.” Closing His eyes, He took a breath, then opened them again. “Their Plane was shot out of the sky. All leads on our past and the location of my brother were lost.”

“A year after I was found, I’d made friends with Harry and MJ, and I was over at Harry’s House. We were going to take turns with Harry’s new Nervegear, but his dad called him to do something so he told me to take the first turn. That turn Ended up taking two years, for anyone who’s not familiar with what I’m talking about there was a VRVMMO game called Sword art online.
You all know me so you can kinda figure, I quickly decided to go loner. And then I met a fellow loner who's drop dead gorgeous, a badass, and the same age as me. So it seemed like a good idea to team up.”

“Luckily for us a badass assassin noticed two Ten-year-olds going off by themselves onto the front lines.” Black Cat cut in with a smile. “Taught us a lot of what we know.”

“Even if it's stuff I haven’t shown you all yet.”

“We spent the next two years training under the Heir to the League of Assassins and fighting on the front lines to get everyone home. We got married in-game, and agreed to find each other once we got back home, and consider ourselves engaged in the real world.
Six months after I woke up from the game I got bit by that spider, Uncle Ben was murdured, and I decided to become Spiderman. There was an abandoned warhouse I used to train in that first year, within that first month of the superhero game I was knocked unconscious and woke up in my warehouse. I was Tied up next to Cat Here (We’d Had a bit of a disagreement and weren’t talking but Didn’t know each other's identies at that time) all our tools were gone and we were sporting power-damping collars.”
“When from the shadows we hear an order in Arabic to escape the bonds. At that point we kinda knew something was up but not sure what, and so we began doing what we were told.” Black Cat continued grabbing onto Peter's Hand. “When we finally got out the lights turned on and who’s there but our assassin mentor, her head of an assassin group father, and a certain spider's godfather and godfather's modern-day Robin Hood team.
We were banned for going out until they allowed us to, learning how to fight with our new powers, etc etc. Another sector of the league was put in New York to continue our training in various things and an assignment from the head of the League.”

“The League exists to replace evil with death,” Talia said stepping forward “ When my father spoke to them Spiderman requested a chance to replace evil with life. Redemption for those who deserved it and would work for it.”

“Did it work?” Iron Fist asked “I know a few of us would count under that but did it make a difference?”

“It did,” Talia replied, gesturing for one of the shadows to step forward “Including for him.”

The shadow removed his hood and face shield revealing Iron Fists brother Scorpion. The other teen smirked at his brother, saying,

“Surprised Daniel?”

“How? When?” Iron Fist Asked eyes wide, then steeling demanded “Expain.”

“After the competition in Kun Lun I followed you and Spiderman to New York. I ended up following Spiderman and was quickly… Confronted once we were alone. Admittedly he was a better fighter than I expected, and i certainly didn’t expect a super soldier in a cat uniform to have his back.” Scorpion explained, rubbing one arm remembering the previous fight. “Knowing I didn’t have good intentions they blindfolded me and took me to the nearby league base. It was a friday evening so they journeyed with me to league headquarters were I was brought before the Leader of the League and given a choice.
Work for redemption, or Death. I chose Redemption, knowing if I failed or attempted to betray them I’d be choosing death.”

“How’d you end up with Ock then?” Nova interrupted “Cause you look alive to me.”

“When the Master got word of Ock's plans I was sent in as a shadow, Undercover, getting people out, gathering intel, and convincing others on the six to escape.” Scorpion replied, looking over at Iron Fist he said “I could not tell you for many reasons, including the fact that if you did not react properly to being enemies with your brother I would be found out.”

“It’s traditional in the league to receive a new name once joining the league, Inform your brother of yours,” Talia ordered

“Fida, it means redemption, since I was the first since Spider joined Shield. I think The master didn’t say.” Scorpion or Fida replied

“Why? Why did you stay in the six so long? Even undercover.” Iron Fist Asked standing up.

“Because I was waiting for someone.” Scorpion/Fida replied gesturing a different shadow forward. The shadow removed his own hood and face shield to reveal Vulture.

“Hey Spiderman.” Vulture said smiling down to the hero “Thank you. For not giving up on me.”

“Look. Look at you.” Peter Breathed, smiling, “I I’m not allowed to stand up right now but you will be getting a hug later. How long?”

“When Shields Files went up, Hyrda was going crazy, getting their people out and all, the file with the cure to remove the nanobots was on there, but It took me a while to decrypt it.” Scorpion/Fida Replied throwing his arm over Vulture's shoulders with a smile.

“Is there anything else you’re hiding, spider boy?” Natasha asked smirking, looking from the teen hero to Tony who was leaning on top of her wheelchair.

“Um… yes.” Peter answered the assassin, squirming in his seat. “So in some of the away from shield friends and allies I’ve made I’ve met some really interesting people.”

“Like?”

“Like three former Black Widows that escaped in one way or another.” Peter Finished, Looking down at his lap, waiting for the older superhero to respond.

“......”

“Peter.” Natasha said, getting the younger hero to look up at her, with a smile she finished, “Do you have the contact info for them… for my sisters?”

“Yea, I can contact them for you if you’d like. Like to come by the compound or something.” Peter answered, smiling shyly.

“I’d Like that kid.”

Peter was going to reply when he yawned, interrupting him. Next to him Black Cat noticed and smiled, standing up, removing her own mask and saying.

“Before we rap this up, I should introduce myself. Most of you know me as Black Cat but my real name is-”

“Felicia Hardy,” Danny cut in, with a smirk, “you two must be quite the interesting pair.”
“Got it in one Danny boy. Now it’s getting late and the Doc’s are willing to let these guys go back to the compound tomorrow. So I’m going to get them back to bed.”

The next Month the heroes spent recovering from the civil war and preparing for what comes next. Talia had the shadows her father put under her control patrolling the city to allow the heroes to relax. She also took over the training for the heroes.
Danny and Fida spent their time reconnecting and training…. And keeping an eye on their spiders.
Dagger has started training with real blades of different types before moving the skills into her light blades.
Spider-man and Black Cat began training more, pushing themselves and the other students further. They also began recruiting others into the new school, some of those including The Justice League and those under them, teaming up with the Davenport Academy, Leverage International agreeing to help teach their skills and bringing some of their own students to the Academy, Francine Mystero’s Daughter is among the many of Spider-mans away from Shield allies who joined up.
They also are in contact with Mighty Med, a secret hero hospital.
Because of her enhancements, Natasha recovered much quicker than doctors expected. Because of that, Spiderman, Black Cat, Deadpool, and Talia decided it was time for a surprise, which leads us to today,

“Hey Nat, Hey Tony.” Peter said walking into the living room with Felicia, where Tony and Natasha were eating breakfast, “We have a suprise for you out front if you’d like to come out.”

“Well a surprise,” Tony replied with a smile, pulling Natasha to her feet, “We can’t keep them waiting.”

“No, we can’t.” Natasha bantered back, “Let's see about this surprise.”

The quartet walked through the compound, noting that the compound was emptier than it had been. The small group made their way into the front of the compound, where Natasha noticed a red blimp parked in the distance, then getting out of the door she noticed three women, standing near each other. One a young woman in a red fedora and coat, the next a red haired woman in her 20’s in jeans and a sweatshirt, and the last another 20’s blond young woman in black form fitting clothing. Around them were the Students and the teams of the three women.

“Peter? What is this?” Natasha asked quietly looking at the younger heroes.

Peter and Felicia stepped to aside, both were dressed in their league training uniforms, a dagger strapped to Peter’s back, and a sai to Felicia’s, with swords on their hips.
The three women stepped forward coming closer to the other woman.

“Well Natasha, you said you wanted to meet your sisters. So I brought them by.” Peter replied smiling at the older hero, holding hands with his fiancé.

“Hi.” The red haired woman said with a shake in her voice, “I’m Jessie, Jessie Prescott. I- well I don’t know where they had as but They grabbed me and a bunch of girls from Texas.”

The next woman pulled off her fedora and coat dropping them to the floor, revealing a woman in her 20’s.
“Carmen Sandago,” She said smiling softly, “Or at least thats the name the red room gave me. They used the orphanage for girls I grew up in as a cover to get girls. Sometimes they would send us back to the orphanage when the government would look into it.”

“Parker,” The Blond woman finished, “I grew up in the system, but honestly the homes I was at were the same as Carmen's situation. It was like that till I was 13 and Archie took me in.”
The four women looked at each other in quiet tears, taking in each of the other women.

“Welcome home Widows.” Tony said, the four widows bringing each other into hugs.

Suddenly, an alarm began to ring out, interrupting the moment.
“Friday, what is it?” Natasha asked, pulling away from her sisters.

“The sinister six is attacking Times Square.” The AI replied from an outdoor speaker

“Sinister six? Aren’t they like the sinister Four now?” Miles asked

“Yep.” Peter replied before quickly continuing, “But anyway, we can take care of the sinister four. You guys stay here, get to know each other.”

“If your sure. Be careful kids.” Tony Agreed

Francine, the new Mysterio, performed a small spell, changing the Ultimates and Fida’s and her own clothes into their costumes with their weapons. Spiderman and Black Cat’s uniforms had been adapted to have secret pockets to hold their tools, Blades, Sai’s, lock picks, etc.
As soon as the ultimates were changed, cloak teleported them to where the sinister four had been attacking.

“Hey Ock!” Spiderman sang, entering a battle formation with his team. “It’s been a while.”

“Hello Spid-”Ock said, then froze spotting Scorpion next to his brother. Scorpion who donned his uniform from Kun Lun to be more recognizable, smirked and waved at the man who believed Scorpion had been his underling. “YOU! You know Scorpion, when both you and Vulture vanished I figured you might have joined the spider. So I contacted some people to fix up the six.” from behind the villains, Baron Mordo and Möbius joined the lineup.

“And That makes six. Yeeaaayyy.” Spiderman grumbled, preparing to fight the six.
The team split off going against the six super villians, the heroes splitting between the rest of the villains. Scarlet Spider, Spiderman, Black Cat, and kid arachnid were fighting Ock, Mysterio, Cloak, and Dagger against Mordo, Nova, Iron Spider, and Vulture against Electro, Squirrel girl and White Tiger went up against Kraven, Agent Venom and Powerman against Rhino, and Spider Woman, Iron Fist and Scorpion against Hydro-man with frost balls.

“You still have a chance Alex.” Agent Venom said trying to stop the reluctant villain.

“Sorry guys, it’s not about a cure anymore.” Rhino Explained fighting the heroes, “Ock has eyes on my Family, if I leave he’ll hurt them.”

Above them Nova, Iron Spider, and Vulture were fighting Electro. Using their long range attacks to stop the electric villain without being electrocuted.

“At the same time!!” Nova Ordered, the three of them blast him with their various powers, knocking electro to the ground, then going to help Spider-Woman, Iron Fist, and Scorpion with Hydro Man.

Kid Arachnid was thrown back into a wall, landing stunned, Scarlet Spider quickly following in the same state. As the heroes were unconscious, the villains began pulling off their masks.
With Hydro man Spider Woman and Iron Spider were laying unconscious on the sidewalk.

“Is it just me or is water getting everywhere?” Dagger Asked, kicking the water under her feet.

“What?” Nova asked, then in the corner of his eye spotted Electro Moving towards the water logged area and the other villains doing their best to corral the young heroes onto the water without being on it themselves. “EVERYONE MOVE!!”
However, the shout didn’t come in time, the other heroes quickly dropping to the ground dazed or unconscious.
Doctor Octopus grinned evilly, walking to stand over an unconscious Spiderman pulling off the teen's mask. From one of his metal arms extended a thin sharp metal blade and stood above the teen.

“You’ve become to much of a nuisance, Parker. I think it’s time to take you down permanently.” Ock Hissed standing above the teen.

Unnoticed to him a portal was forming to the side of him. And as he was about to stab Peter, a winged woman flying towards him at full speed, knocking Doc Ock away from the hero while she was shouting.

“Malice!!”

The woman spun around, seemingly checking on the other heroes, eyes going wide when she spotted Scarlet Spider now maskless as Ben. She flipped back around, wings wide with anger, back towards where Ock Landed. Noting something on Ock her eyes went hard, picking up Ock and throwing him up against a wall holding up she shouted,
““STAY AWAY FROM MY SONS, HUMAN!”

Peter who regained partway consciousness mumbled, “sons?”
And drifted out into unconsciousness again.

________________________________________

TO BE CONTINUED IN
Ultimate Reunions