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The Heir of Spider-man

Chapter Text

The scene was playing out the same way it had every night for the past 9 months. Miles could feel his uncle pulling the mask back down over his face, he felt Aaron put him down on the roof and he could the crunch of Aaron’s boots as he stepped away from Miles. Then came the “bang” of Kingpin’s gun. Miles had always thought guns made more of a “blam” sound, but he knew better now. Then, as it did every night, the rooftop faded into an alley, and Aaron died in his arms. During his waking hours, Miles could clearly remember Aaron’s last words, but in the nightmare, he didn’t say anything. He just glared at Miles with judgmental eyes until the last light faded from them. Then he felt the presence behind him. And when he turned around, there was his father, Officer Jefferson Davis, with a gun trained at his face.

“It’s your fault, Miles.”

The first time Miles had that nightmare, the night after he both saw Aaron die and defeated Kingpin, he woke up screaming at 2 am, scaring the living shit out of Ganke. But now, he’d grown accustomed to it. Instead of screaming at 2 am, he woke up slowly at 5:57, 3 minutes before his alarm was supposed to go off. For the next three minutes he stared at the clock as the minutes changed, until it said 6:00 am and started beeping at him. One deep sigh later, Miles crawled out of bed and started getting ready. Shower, eat, brush teeth, dress, pack. It was day one of another year at Visions, and to say the summer had gone by in a flash was an understatement. It was a blur of patrolling, stopping robberies and sleeping. 

He wheeled his roller bag out of his room, smiling at Rio as he closed the door behind him. She smiled back, and started drying dishes. Miles looked around the apartment.

“Where’s dad?”

“Your papi had to go in to work early today, mijo,” she put a bowl down on the dry rack and picked up a spoon, “I know he said he’d drive you today but his captain called him in this morning. He wanted to see you off today.”

“I know, it’s okay. I like the walk anyway,” Miles shrugged as he walked towards the front door.

“Hey, aren’t you forgetting something?” Rio called, pointing at her cheek. Miles rolled his eyes with a smile, then crossed the room and gave his mom a kiss on the cheek. She kissed his forehead, having to stand on her toes to reach. “Aie, you’re getting tall,” she said mussing his hair, “We’ll see you Friday, Mijo.”

The walk to Visions Academy wasn’t a long one, and at this hour, it was relatively quiet. Only a few stores were opening up this early, small bodegas mostly, and Miles enjoyed the quiet. His patrols were usually loud and action packed, and sometimes he craved these moments of relative silence and calm. The moment came to a screeching halt as a brown sedan careened past him, followed by two patrol cars, red and blue light flashing. Miles sighed.

“What’s a guy to do,” he muttered to himself before pulling his stuff into a nearby alley. After hiding his bags under a dumpster, he pulled his school uniform off to reveal the Spidersuit he wore underneath it. He pulled his mask down over his face and then he was off, running up the side of the building beside him. From the roof he was able to hear the tinny whir of the pursuing police siren, and he chased after it, leaping from rooftop to rooftop. He was able to make up ground by cutting diagonally across blocks, and a few minutes later he was running above the police cruisers that were chasing the runaway sedan.

“Come on, come on,” Miles gritted under his mask, pushing himself to go faster. Up ahead, the sedan took a wide left, skidding onto the sidewalk for a brief moment. Miles was able to cut across the rooftops again and, throwing caution to the wind, launched himself off the roof. 

He missed by t h a t much, bouncing off the roof of the sedan and into the street. Miles quickly thwipped a web onto a streetlight to save himself from face-planting into concrete, perching above it to catch his breath for a second. Then he was off again, arcing along the street as he shot web after web to catch back up to the car. With one final web shot himself into the air. This time he landed squarely on the roof of the car, planting himself with his hands for added stability as the car took a hard right, knocking over a mailbox. Miles crept over the side and peered into the car. There were three Bad Guys, all wearing masks of past presidents, with Nixon in the driver’s seat, Bush Jr. in the passenger seat, and Obama in the back seat nursing a submachine gun. Miles tapped on the driver’s side window.

He was barely able to bend back onto the roof before the window exploded in a hail of bullets from the hidden submachine gun Nixon had also been holding. Miles leaned back over the window.

“Hi, do you have a moment to hear about our lord and savior Jesus Christ?” Another hail of bullets exploded an inch from Miles’s face as he leapt back onto the roof of the car. “Guess not,” he muttered. Then, getting to his feet, Miles jumped off the car, twisted, grabbed the roof with both hands and used the momentum to slam through the rear driver’s side window with his feet. Flying into the back seat, Miles kicked Obama in the head, knocking him out. When Miles had righted himself in the backseat, both Nixon and Bush were staring at him.

“Um, shouldn’t one of you guys keep your eyes on the road?” Miles asked, pointing out the front window at the brownstone they were about to collide with. Nixon grabbed the steering wheel with both hands and pulled hard, pulling the car back on to the street. Miles then shot a web at Nixon’s hands on the steering wheel, “Yeah, I’d feel safer if you kept both hands on the steering wheel.” Out of the corner of his eye, Miles saw Bush grab for a pistol hidden in his jacket. A quick thwip-thwip and Bush was glued to the passenger side door, his pistol sticking out and tapping against the window. Miles could see Bush trying to wiggle his wrist and aim at him, but a quick kick to the wrist made him drop the gun to the floor of the car. Miles glued it down with more webs before booping Bush on the nose.

“No guns for you, Mr. Bush.” Then he shuffled into the front seat, quickly tying up the unconscious Obama in the backseat, and turned to Nixon. “You know, I have to be honest, I might be too young to know who you’re supposed to be.” Nixon turned to look at him and started to yell some really mean obscenities, nothing that a 14-year-old should hear on any given day. Miles sighed and webbed Nixon’s mouth. Then the strangest thing happened, and by strangest I do mean really they should’ve seen it coming, what with Nixon driving at 60 miles an hour while being focused solely on Miles and not at all on the road, or more specifically, the police car that was coming down the opposite way fast.

The other car, in a moment of clarity and bravery brought only from watching all four Lethal Weapon movies in one night, hit the brakes while going at high speed and twisted the steering wheel to the left. The squad car thus drifted a whole 270 degrees, nearly hitting three parked cars on the other side, before slamming itself into the side of the brown sedan. The sideways force of the hit, the shock of suddenly being hit, and the resulting shower of glass from the driver’s side window flying into Nixon, caused the car to skid off the road and into the rear bumper of a parked car. Now if the sedan weren’t going at considerable speeds, that would be the end of it. But Miles could see it wasn’t, as the forward momentum of the sedan caused the car to lift off the ground and sail towards the sidewalk and into the path of a mother and daughter. Likely heading to school.

“I should really be at school by now,” Miles muttered under his mask. Then with a quick thwip Miles shot webs out the driver’s side window. They found purchase on a streetlight on the opposite side of the street. With these webs in hand, Miles wedged himself into a space between the front seats and held on. The webs went taut, and gave a warning of snapping before swinging the car out of the path of the now screaming mother and the daughter who, at the age of six, could only smile and say “That’s so cool”. The now upside-down car then whipped back into the street, landing on its roof and skidding a little before hitting, and denting, an equally old minivan on the other side of the street. Then it shuddered, shook, and stopped.

Miles coughed as he went lax, letting go of the web strands. Bush was also coughing. Obama was still unconscious (Miles was honestly a little jealous). Nixon was maybe crying; it was hard to tell from underneath the webbing. Maybe he was calling Miles rude things. Miles couldn’t say for sure. Slowly, Miles clambered out the shattered rear window and into the street. The early morning sun shone down on him, and upon standing up he stretched his back a little until he heard a slight crack noise.

“That can’t be good,” he muttered to himself before he started stretching his arms. The cop car that had slammed them had apparently also had a rough time. From the trail of debris, Miles could tell it had bounced off them and t-boned a car on the other side of the street. Miles checked back on his sedan to make sure everyone was webbed (they were, nice and tightly) before jogging over to the cop car. Both cops were conscious, with the cop in the passenger seat, a stout Latina, rabidly spewing Spanish at the driver, a young freckle faced rookie. Miles, slightly concussed, caught the word “puta” 15 times and decided to just… leave that situation be. He walked back over to the sedan as the rest of the police squadron caught up to the situation. As the lead car slowed and then stopped in front of him, Miles saw the driver and cursed lightly under his breath, making use of some of the new words Nixon taught him. Officer Jefferson Davis stepped out of the car and walked up to him.

“Spiderman,” Miles’ dad nodded at him before he leant down to take a peek inside the sedan to take stock of the people inside. Then he stood back up and looked Miles right in the eyes, “What ya got here?” 

“Well Officer,” Miles slapped the tire beside him, causing it start turning a little, “This bad boy holds so many bad guys.” Officer Davis just stared flat-faced at him, “You don’t get it, do you?”

“No I get it. It’s just a bad joke.” Miles sagged a little as his dad smirked, “Seriously, not your best joke.” Jeff then looked around the street, “How’d you get it… upside down?”

“Oh, that wasn’t my fault. That was that guy,” Miles pointed at the cop car with the angry Latina and the rookie. A loud “puta” cracked through the air. Miles flinched and Jeff sighed. 

“I told them not to let the rookies drive but did they listen to me?” Jeff muttered under his breath. He turned back to Miles and noticed something Miles hadn’t even noticed yet; a small cut had formed on his arm and was seeping blood. Miles looked at what his dad saw and wasn’t even sure when he got it. “You’re bleeding.”

“Yeah, but it’s cool, ya know ac-“

“Accelerated healing, yeah I know. Still, it’s-” Jeff looked at his watch, “7:20, don’t you have… somewhere to be?”

“I mean yeah but, ya know,” Miles vaguely gestured at the sedan, “Stuff came up.”

“I know, I know, just… don’t you have other responsibilities? To get to?” Jeff vaguely started to wave his hand to get Miles to continue the thought.

“Like what?”

“LIKE SCHOOL!” Everything at the crime scene stopped, and every person turned to look at Jeff. All he could do was smack his forehead and slowly, oh so s l o w l y, dragged his hand down his face. He looked back at Spiderman and somehow, he could tell the kid was smirking underneath the mask. “Just… go to school kid…”

“School? Nah man I’m out of school. I’m an adult with… adult things… On an unrelated note, I gotta bounce so… you got this?” Miles shot Jeff some finger guns before jumping off the flipped sedan and swinging into the morning air. Jefferson sighed.

“That kid is gonna give me an ulcer.”

Miles was able to make it back to the alley where he left his stuff in 5 minutes. It took another 5 minutes to put his clothes back on, and another 5 to actually get his roller bag back out from under the dumpster he’d stuck it under. He made it to Visions Academy by 7:50, but only through sheer willpower and running like a mad man through the streets of Brooklyn. This left him with 40 minutes to go to his dorm room, unpack, and get to class. They’d moved him and Ganke into a different dorm room than last year but thankfully they’d been able to get themselves as roomies again this year. Which made it easier on Miles, since Spidermanning is easier when your roommate knows what the fuck is up with all the climbing on the ceiling.

Upon opening the door to the new dorm room, Miles could tell that Ganke had already gotten in, because the room was already a Mess TM . There were comic books littering the floor; there was an open suitcase on the bottom bunk, clothing exploding out of it like some sort of cotton mushroom cloud; and there were five different posters taking up one wall. Ganke himself was on the floor, bent over and under the bed. Miles rolled his bag in, closed the door behind him, and jumped onto the bottom bunk. There was an immediate yelp coming from under the bed followed by Ganke scooching backwards and resting on his knees when he had fully extricated himself, allowing Miles to see he had an electric cord in his right hand. He rubbed his head while giving Miles an unpleasant and wholly deserved look. 

“There are better ways to say hello, you know.”

“I do. But this was more fun,” Miles smirked as Ganke lightly punched him in the shoulder with his free hand, “Whatcha got there?” Ganke was confused until he registered that Miles was looking at the cord in his hand.

“Oh! Well, I know it’s your birthday soon-”

“My birthday was two months ago.”

“Yeah, that’s what I meant. This is a belated birthday present!” Ganke then tells Miles to get on his knees with him and look under bed. Miles rolls his eyes and does so, finding himself looking at some sort of old box with dials on it.

“Ganke, what am I looking at?”

“It’s an old police scanner! I got it at a pawn shop last week. I figured it’s time to up our game! No more just stumbling onto criminals. Now, we can know where the big crimes, and even the little crimes are.” Ganke beamed at Miles.

“Okay but why is it under the bed?” Ganke paused.

“Technically… it’s against school rules.”

“Oh is it now?”

“Yes, BUT! It’s fine because you’re Spiderman. You’re expected to have one of these things!”

“And how, pray tell, would you explain that to the security guard who so happens to find this?” Ganke paused again.

“I have no idea.”

“Okay,” Mile started getting back up on his feet.

“But it’s a good idea!”

“Yeah, yeah, it is. But if the school finds it, it’s your ass, not mine.” Miles smirked as Ganke chuckled.

“Fine, now if I could just get the plug to reach the damn outlet…” With that Ganke dove back under the bed. Miles snorted, then grabbed his roller bag and put it on his bunk up top. Knowing he didn’t have a lot of time before class, Miles decided to leave unloading his clothes until after class and just take care of some of his more decorative amenities. First there was the Chance the Rapper poster for his wall, then a photo of his parents beside it, print outs of some of his favorite graffiti tags taped up randomly, a photo of Aaron just below his parents. And then his photo of him and Gwen. 

He’d snapped it on the bus ride back from Alchemax last year, and sure, they are both CLEARLY wearing spider suits (her white one, his Dollar store variant), but somehow no one had noticed yet. So he keeps it out. He slowly sits it down on his desk, angling it so that he could see it better from his chair when he’s working on his laptop.

“It’s a little weird that you just keep a photo like that.” Ganke had snuck up behind Miles and it sTaRtLeD him to the point of jumping up onto the ceiling. Ganke, naturally, found that hilarious.

“Dude! Do not sneak up on me!” Miles slowly eased himself back onto the ground as Ganke stopped laughing.

“I thought you couldn’t get snuck up on because, ya know,” Ganke wiggled his fingers in Miles’ face, “Spider sense.”

“Normally, yeah, but you’re, ya know,” Miles wiggled his fingers back in Ganke’s face, “Not a threat.” Ganke took a step back.

“Should I be hurt by that?” Miles shrugged noncommittally, “But seriously, you keeping a photo of her pings on my weird meter.”

“It’s not weird to have photos of your friends.” Miles crossed his arms.

“Okay, then where are the photos of the other Spiderpeople. Sorry, Spiderbeings. Forgot about the pig.”

“How do you forget about the pig?”

“I don’t even know. Point is, you clearly like her. Every night you’re not out doing Spiderman stuff you’re opening a literal rift in the space time continuum to talk to her. Just ask her out.”

“Ganke, it’s not that easy. She’s from a different world! Besides, I don’t want to ruin our friendship.”

“I thought you said the little one with the mech suit perfected interdimensional travel?”

“Yeah, Peni did, but she says it’s still unstable to use until everyone’s cells completely regenerate. It’s gonna be a while before anyone can cross dimensions.”

“But you can.” Ganke crossed his arms. Miles’ eyes popped open. “You never crossed dimensions, so your cells are fine. You could go to her dimension easily. So what’s up with that?” Miles could feel the sweat accumulating on his brow.

“Dude, she wouldn’t even want me there, ya know? I’m just gonna, like, stay here. It’s all good. We’re just friends and I am happy with that,” Miles chuckled nervously as he started fidgeting with his fingers. Ganke gave him an unimpressed and unconvinced harrumph before grabbing his backpack.

“Come on, we gotta get to class.”

The walk to class was short. Since the whole Hair Incident, Miles’ existence had slipped back into a comfortable state of anonymity. Actually, it did that maybe a week after the collider, when Jenson from Chemistry “accidentally” put weed in his brownies for Home Ec. They say “accidentally” because not one person believed he had actually intended to put oregano in his brownies instead. So, with many thanks to Jenson, Miles and Ganke were able to slip through the halls undisturbed, walking past groups of reuniting friends who just got back from summer vacation and fellow Brooklynites who hung out together all summer. 

They shuffled into their homeroom class, taking seats in the middle and to the right. Ganke had read somewhere that that was the best place to sit if you wanted to go unnoticed, and unnoticed sounded nice to Miles. But the minute Miles made eye contact with Miss Calleros, she quite visibly sighed, and that was the end of any concept of being unnoticed in homeroom. Gradually the room filled up with other students, chatting away about summer. Miles glanced over at Ganke, who had his nose in a Spiderman comic. Miles was starting to wonder if they were going to make comics about him one day.

Eventually the bell rang and Ganke slipped the comic away. Miss Calleros stood up and walked to the front of the room.

“Alright. Since I had… all of you for physics last year, I don’t think I need to introduce myself, or do any of the usual ‘If you have any issues, come talk to me’ stuff. Same stuff as last year, if you don’t mess around,” She seemed to look directly at Miles for that, “We’ll get along just fine. Now, this year in physics we’re-” there was a knock at the door. Miss Calleros looked a little frustrated by that, and coolly crossed the room to the door. She opened it a crack, and through it Miles could see the Headmaster. There was a hushed conversation, and soon Miss Calleros turned around and faced the class.

“Alright, so there’s a new student in the class. Normally I’d tell them to slip in with the rest of you and deal with making friends later but… well anyway.” Miss Calleros opened the door and quietly beckoned the student inside. Which is when Miles had a mild heart attack.

“Class, this is Benji Warren,” and in walked a small, lean, blonde kid of the same age as Miles. And to everyone in class, that’s all it was. But to Miles, who’d spent many a Sunday helping May Parker around her house, he knew that face. He’d met it once, about ten years older, in the bottom of what he started calling Science Hell. And he’d seen it hung up on the walls of the Parker household.

He was looking at Peter Parker, ten years younger.

And his Spider Sense had done nothing.

Chapter Text

It was Tuesday, lunchtime, when Ganke finally decided to point out how creepy it was that Miles had been nonstop watching the new kid.

“It looks like you’re plotting to kill him.”

“I’m not plotting to kill him,” Miles said with a mouthful of meatloaf, never taking his eyes off ‘Benji’ two tables over. He was sitting at a table with 3 other kids, but they were paying no attention to him, and he was ignoring their animated conversation about a tv show that had ended ten years ago. Instead he was reading a book, ‘The Bourne Identity’, if Miles was right. Miles had no idea until now that it was a book first.

“The way you’re watching him, it’s hard to tell.” Ganke pushed his vegetables around a bit before scooping some up. “Like I said, it’s weird.”

“You think keeping photos of friends is weird.”

“That is also weird, yes,” Ganke said while chewing his food. He had the decency to wait until swallowing to continue, “I mean sure, he looks eerily like a fourteen-year-old version of Peter Parker, but that doesn’t mean he IS Peter Parker.”

“Ganke, I have seen photos of him at least twice a month for the past year. I know exactly what Peter Parker looks like. THAT is Peter Parker, somehow.”

“Alright, Columbo-”

“Who?” Ganke sighed.

“Alright, Sherlock then, you’ve been watching this kid since yesterday. What do you know?” Miles turned to Ganke.

“Well, he hasn’t glitched, like at all. And Peni says she’s only given the trans-dimensional tech to us. Which means one of two things: One, this kid has made his own tech to be stable in other dimensions, which is possible because Peni said there’s this guy Miguel from like another futuristic dimension going around, but this kid is only 14 and as far as I can tell, not Peni-level genius so I’m not banking on that option; or two, he’s somehow actually from this dimension, which is equally crazy unless Peter Parker had a twin, but then he wouldn’t be 14 he’d be 27!.” Ganke looked from a wide-eyed, slightly crazed Miles, to the mysterious Peter Parker look-alike, back to Miles. He was getting some very specific Doc Brown vibes from Miles. It was unsettling.

“Okay, Miles, let’s say he is from this dimension. That doesn’t explain why he looks, as you say, exactly like Peter Parker. And if he was Peter Parker, why didn’t your Spider Sense thingy go off, like it did with all the other Spider People?” Miles was quiet.

“I don’t know.”

“Mhmm,” Ganke turned back to his food, “Maybe you should just ask him.” Miles grimaced.

“Oh, sure Ganke, I’m going to go up to him and be like ‘Hi, you look exactly like a dead superhero. Are you by any chance from another dimension or just an exact copy from this dimension?’. Yeah, that sounds like a great idea. That’s a totally normal thing to ask a person.” Ganke hummed while he chewed, ignoring the sarcastic glare Miles was giving him.

“Well, you’re definitely going to want to workshop that,” Ganke mumbled between bites, “Cause he’s coming this way.” Miles’ eyes shot wide open, and he turned to look to find that Benji had not only crossed the cafeteria but was, in fact, leaning on the table beside Miles. His book was currently closed and held under his left hand, a small bookmark jutting out two-thirds down. Miles looked up at Benji, who’s eyes were the exact same shade of blue he’d seen in photos and in the bottom of the collider, but they didn’t give off the same softness.

“Miles, right? Do you have a problem with me?” Benji deadpanned.


“I asked if you have a problem with me,” Benji stood up and crossed his arms across his chest, “You’ve been watching me ever since yesterday and I’m not getting a chill vibe from it.”

“Whaaaat… no I haven’t…” Miles could feel the sweat beading on his brow. Ganke snorted behind him, which Miles retaliated to with a quick jab from his elbow.

“Yeah, you have. You’re not that subtle,” Benji nodded to Ganke, “Also, you two talk a little louder than you think you do. So, I ask again, do you have a problem with me?”

“No, no, I don’t.” Miles held his hands up in mock surrender. Some people from other tables were starting to notice and he wished they wouldn’t. The last thing he wanted was to be the center of attention again.

“Then what is it?” Benji asked that a little louder now. Most people in a two-table radius were now paying full attention.

“You just… look like… someone…” Miles muttered. Ganke gave a defeated sigh behind him.


“You look like Peter Parker,” it was Miles’ turn to say that a little too loud. There was an immediate, deafening silence. Miles wasn’t sure why, this wasn’t even that embarrassing a thing to admit, really. But the cafeteria stopped to a standstill for all of ten seconds before deciding to ignore whatever was happening and carry on. Benji must have realized their conversation had become of notice because before moving forward, he decided to sit down across from Miles instead of confront him from the aisle.

“Who’s Peter Parker?” This made Ganke look up at Benji in indignation, and he suddenly had a whole speech on Peter Parker planned in his head and ready to fly. But before Ganke could go into a tirade Miles reached up blindly and covered Ganke’s mouth.

“You don’t know who Peter Parker is?”

“No, not really. Should I? Is that like the Mayor of New York, or something?”

“No that’s J. Jona- you seriously don’t know?” Benji just shook his head. “He died almost a year ago.” Miles paused, steadying his breathing, “He was Spiderman.”

“Oh.” Benji nodded slowly. “Right, I think I actually remember that. The Spiderman dying thing, not his identity. We didn’t get a lot of that stuff in Nebraska.”

“You’re from Nebraska?”

“Yeah, lived there all my life. Moved here ‘cause dad got a new job in Manhattan.” Benji smiled a little. Miles noticed his eyes seemed kinder than moments before. Then the bell rang and people around them started picking their things up to go to their next class. “Well, I guess it’s class time. I’ll see you guys later.” And with that Benji stood up with his book and walked towards the exit. Miles watched him go for a second before sighing and collapsing slightly onto the table.

“That could’ve gone worse,” Ganke said beside him. Miles swatted him in the face.


A little after eleven pm, Miles was still awake, staring at the ceiling three inches ahead of him. Below him, Ganke was snoring, fast asleep, and underneath him the (VERY against school rules) police scanner crackled, occasionally letting off a stream of police codes Miles vaguely recognized.

10-10, a fight in a local bar had broken out could they get two uniforms over there to break it up.

10-38, an officer stopping a suspicious car with one headlight out that matched a missing car from Queens.

10-55, a drunk driver on Ocean Parkway was swerving all over the place and hadn’t stopped when the police behind him had put on his lights.

10-45, someone found a raccoon carcass near Chinatown, could they get a rookie to check it out.

10-14, there’s a prowler lurking in someone’s apartment building in uptown.

Miles could feel his shoulders tense when they said “prowler”. He knew that was ridiculous because, a) Just because there’s a prowler didn’t mean his uncle had somehow dug his way out of the grave and b) Prowler was just… a common word. Aaron didn’t own it. The Prowler may have been a supervillain with a (really cool) bike, but a prowler was just some dude with a crowbar and maybe a gun. Miles started taking deep breaths like he’d learned for dealing with his anxiety. Sure, he may not be seeing a therapist (those are expensive) but for now “How To Do Yoga” videos on YouTube worked just fine.

Suddenly the police scanner lit up with activity.

“10-35! 10-35! Send everyone, the Lizard’s in Chinatown!!” Miles sat up, smacking his face into the ceiling and casually (read: accidentally and with a complete lack of cool) rolled off the top bunk and onto the floor. 

“Could you repeat that?” the operator asked back. She sounded almost calm, but Miles could hear the panic in the back of her throat. Miles threw off his pyjamas and tore open the drawer he kept his Spiderman suit in.

“The Lizard is loose in Chinatown!! He’s tearing through Walker Street, heading east!!” That’s not far from where that racoon carcass was earlier , thought Miles. Maybe the racoon had been The Lizard’s dinner and the cop found him? Or maybe the two were unrelated, just poor timing ? Either way , I’ve gotta get to Manahttan fast . And with that Miles leapt out his window.

It was 15 minutes before Miles made it to the Manhattan Bridge, and as he swung across into the Two Bridges borough he realized finding out where The Lizard had gotten to since he’d left might be hard. Then a taxi cab flew through the air out of Bayard Street, across Bayard and into Confucius Plaza and Miles felt lucky that supervillains have no respect for property damage. Miles rounded the corner onto Bayard and found one hell of a crime scene. Three cars were on fire. There was a popped hydrant spewing water into the night sky a block away. Two cop cars were overturned, one of them sticking out of a pawn shop. And right in the middle of the street, Dr. Curt Connors in all his reptilian glory was screeching at a squadron of police officers who were taking cover behind various foodstands and cars. Miles went invisible and swung down beside two cops hiding behind a cop car with no front section.

“Evening officers,” he said as he popped back into relative existence. The officer beside him turned to look at him and Miles immediately recognized him as the rookie who’d t-boned him the day before, “Glad to see they don’t let you drive anymore.” The officer on the side of the rookie snorted, then yelled as another car went cartwheeling through the air in their direction. It landed a few feet past them and then bounced into a tea store. “What’s his deal, anyway?” Miles asked, poking his head out.

“Apparently he escaped from The Raft about two hours ago and disappeared into the East River,” the older officer replied, “He popped up out of the Canal Street station on Centre and he’s been heading this way since.” The officer looked at Miles, “We’ve already sent three officers and two civilians to the hospital, and there’s another three civilians we can’t get to.” Miles popped back out and, looking past The Lizard could see what looked like three injured teenagers huddled in the porch of a closed bodega right behind him.

“Okay, I’ll distract him, try to get him somewhere more open with fewer cars for him to throw. You guys evacuate the area.” The older officer nodded and started relaying that into his walkie as Miles went invisible again. He jumped up onto the side of a building and stealthily swung around to the backside of The Lizard. His plan was simple: Get in behind him, venom strike him in the ass and lead him back a few blocks into Columbus Park. Once he was positioned on a wall behind him, Miles jumped forward. Before he could even land, The Lizard turned around and grabbed him out of the air. Well, shit. Miles went visible as The Lizard squeezed its claw around his midsection.

“You know, my friend told me they sold big reptiles down here, but this is ridiculous,” he wheezed out. The Lizard chuckled.

“I heard there was a new Ssspiderman ssswinging around,” The Lizard’s tongue flicked out and licked Miles’ face. Gross gross gross . “Didn’t the other one tell you about my keen ssenssse of sssmell?” Then The Lizard swung back and threw Miles through a second story window into some poor family’s living room. Miles slowly got to his feet among the shattered glass and broken coffee table. In the corner, a young mother clutched her children. The youngest son looked up at Miles with wide eyes.

“Alright, so stealth is out of the question,” Miles muttered. Then he ran and jumped out the window. Shooting a web onto a balcony above him, he swung back into the street and charged his venom strike. With as much momentum as he could muster, he swung into The Lizard feet first, and unleashed his built-up electrical charge through his feet.

“Begone, THOT!” Miles yelled as The Lizard was sent flying a block backwards. As Miles swung after him, he could hear the police officers moving up to help the teenagers in the bodega. He caught up to The Lizard, who was slowly getting back onto his feet.

“Well, can’t sssay the old Ssspiderman ever did THAT,” he hissed, rubbing his stomach.

“I do a lot of things the old Spiderman didn’t,” retorted Miles.

“Alright then,” Connors snarled, his tongue flicking into the air, “Sssshow me.” Miles ran at him, diving through the air to punch him in the snout. The Lizard grabbed his wrist in midair, and threw him towards a brick wall. Miles instead stuck the landing and shot some webbing towards The Lizard. The Lizard twisted so the webbing shot past him and struck a mailbox across the street, “Ha, misssssed.” Miles grabbed the webbing and tugged, so the mailbox flew into the back of The Lizard’s head. The Lizard stumbled forward, and Miles launched at him and punched him across the snout, sending him stumbling backwards onto the sidewalk.

“What are you even doing in Chinatown? I thought the sewers were your thing,” Miles asked as he pounced onto The Lizard. Connors wrapped a claw around Miles’ ankle and tossed him through the air into the rear windshield of a car. 

“Can’t a lizzzard just rampage for the fun of ittt?” The Lizard got to his feet before rampaging at Miles. Miles somersaulted backwards onto the roof of the car at the last second, and The Lizard’s punch went through the busted windshield, shattering it. Miles took the opportunity to send a barrage of punches into The Lizard’s face. Connors stumbled backwards.

“A little weird that you broke out of prison just for a late-night rampage.”

“Everybody hasss cravingssss,” The Lizard muttered as he righted himself.

“How’d you even do it anyways? The raft is pretty high tech, and no offense but hacking doesn’t seem like your thing,” Miles jumped out of the way as a clawed fist swung through the air, “Isn’t it hard to tap the buttons with the claws?”

“We all make sssacrificccesss for ssscienccce,” The Lizard hissed, diving towards Miles. It landed on top of him, and Miles managed to grab both clawed hands before they could dig into him.

“But really, though, how’d you do it?” Miles grimaced as The Lizard pushed harder against Miles. The forked tongue flicked against Miles’ face again. Why does he keep doing that it’s so WEIRD! The Lizard growled as his jaw opened, wider than a jaw should. Oh, he’s going to eat my face. That… that explains the licking. The Lizard’s face jutted forward, but before his teeth could envelope Miles’ head, someone had punched The Lizard. Hard. Hard enough that The Lizard flew off of Miles and into the side of a parked car. Miles caught his breath, before looking to see who had just saved his life. 

The guy was dressed in all black: black suit, black mask, black boots, black gloves. The only colour was a deep red cape that looked like a tattered piece of shawl floating in the air behind him. His gauntlets were spiked, long black spikes sticking out the sides of his wrists. Miles thought that were it not for the colour choice and the lack of claws on his gloves, he looked distinctly like… like Uncle Aaron. 

“Th… thanks man,” Miles coughed out as he continued to regain his breath. The Man in Black looked down at him.

“So,” he said, voice masked by a modulator, “you’re the new Spiderman.” And with those words Miles could feel in his gut that this was bad. His Spider Sense wasn’t pinging but his gut, oh boy, his gut said this guy was bad news.

“So I’ve heard,” Miles retorted. He could’ve just said yes, but when the snark is on it’s hard to turn it off. 

“So what, you get spider powers and you think you can just take over?” Miles glanced to the side. The Lizard was still disoriented from being thrown against a car, taking his time to get back up.

“Uh, that’s not exactly how that worked ou-”

“Well I’ve got news for you punk,” the Man in Black continued, “you aren’t the heir of Spiderman.” That’s some fancy wording buddy, Miles quipped in his head. “I am!” And with that the Man in Black raised his boot, and brought it down on Miles’ chest.

Chapter Text

The boot hit Miles’s chest with a thud. No crunch, Miles thought through the searing pain, that’s good . The boot went back up, and MIles wasn’t sure a second hit would leave his ribs undamaged; he wasn’t even sure the first had. So when the boot reached its apex, MIles grabbed the other foot and pulled. The Man in Black lost his balance and fell to the ground beside him. Without missing a beat, he swung at Miles, the spikes on his gauntlets aiming for the throat. Miles caught the arm just above his neck, and elbowed the Man in Black in the ribs. The arm shot back in pain, and Miles took the chance to stand back up. He glanced again at The Lizard, who had now regained their composure and was approaching him. The Man in Black got up, and Miles realized that he was now one (1) Spiderman versus two (2) bad guys.

“Say, you guys wouldn’t mind giving me a second to call someone? Get some even teams?” The Lizard and the Man in Black looked at each other.

“Oh I’m not on his team,” the Man in Black said, “the minute I’m done with you I’m turning him in. I’m the new Spiderman after all.”

“I’m sssorry what?” The LIzard looked at the Man in Black, “You’re the new Sssspiderman? You don’t even have a ssspider on your sssuit.”

“He’s got a point, your branding isn’t very good,” added Miles. He was starting to like his odds better. One on two was bad, but one on one on one was doable.

“That’s not the point… look can we stop going over the semantics of Spidermanning and just fight already?” 

“Fine by me,” and with that The Lizard grabbed a streetlight beside him and swung it into the Man in Black, knocking him back through a storefront into a bookstore. Miles took the chance to pounce at The Lizard. Connors dropped his makeshift bat, grabbed Miles in midair, rolled back and threw Miles up over his head, into the air. Miles smacked against a brick wall and stuck there, sighing. I should be asleep right now .

Then his Spider Sense yelled MOVE, and Miles let himself drop down the wall a few feet, just in time to see The Lizard go through the brick wall that he’d just been stuck to. Then there was silence. Miles knew he should go up and see if The Lizard had knocked himself out with that move. But he’d also watched horror movies before. Sure enough, one clawed hand came out of the hole and grabbed the edge of the bricks, followed by another. Then The Lizard’s snarling face emerged, staring right down at Miles. Then it looked behind him.

Miles wasn’t ready for the punch that came from behind him. It connected with the back of his skull and slammed him into the wall he was stuck to. Without powers, it would have paralyzed him if it didn’t kill him. Miles turned around and saw the Man in Black beside him, sticking to the wall with him 30 feet off the ground. Huh . The Man in Black pulled back to swing another punch at Miles, and Miles let himself drop another 10 feet. The Man in Black’s fist connected with the wall, cracking the bricks upon impact. The Lizard lunged at the Man in Black, causing them to both go tumbling off the wall and onto the roof of a car below them, The Lizard sitting on top of the Man in Black. The Lizard’s jaw unhinged and snapped at the Man in Black, who was doing his best keep it from snapping around his head. He looked past The Lizard at Miles.

“What are you doing?” he yelled at Miles. Miles shrugged.

“Just catching my breath. What’s it to you, ‘heir of Spiderman’?” Miles put on his extra-mocking tone for that.

“Help me!” The Lizard’s snapping got closer to the Man in Black’s head. Miles sighed, then thwipped out two webs at The Lizard. One caught him on the snout, the other at the back of his head. Miles pulled hard on the webbing, lifting The Lizard off the Man in Black. The Man in Black kicked upwards, knocking The Lizard in the jaw as he rolled backwards off the car and into the street. MIles released The Lizard, who slammed into the car’s roof. He looked back up at Miles.

“I thought you two weren’t partnersss,” The Lizard’s indignant tone shot up at Miles. Miles shrugged.

“Doesn’t mean I’m gonna let you kill him,” Miles yelled back. 

“You’re no fun to play with,” muttered The Lizard. Then The Lizard pounced up at Miles. Miles somersaulted backwards up the wall, expecting The Lizard to once again go through the bricks into the building. This time, he landed on the wall on all fours, claws digging into the red brick. Then as quickly as he’d landed, Connors started climbing after Miles, forcing him up the wall onto the roof. Miles backed away from the ledge as The Lizard slowly and methodically climbed over it onto the roof. As The Lizard stood up over him, with the moon shining behind Connors’ reptilian head, Miles could really get an idea of how big he was compared to MIles.

“You’ve been eating your Wheaties,” Miles said.

“Not Wheaties,” The Lizard hissed, his mouth carving into a smile. His teeth shone in the moonlight. The Lizard lunged, and Miles dove out of the way. But he wasn’t fast enough, because The Lizard had grabbed his ankle. The Lizard swung Miles around like a hammer, before chucking him over the edge. MIles watched himself fall towards the ground, aiming for the window of a 24 hour bodega. He was about to thwip away, stop himself from crashing through, when his Spider Sense distracted him. Twisting in midair, he was just able to recognize The Lizard’s shape approaching him before it crashed into him, sending them both hurtling through the window of the bodega.

Miles felt his body hit the linoleum floor first, with enough time for the momentum to make him bounce down the chip aisle before Connors landed. Coughing (having a giant lizard slam into you kinda takes the wind right out of you), MIles slowly got to his feet, clutching his ribs. Between being stomped on, slamming into a brick wall and getting bodychecked by a velociraptor ( Not a velociraptor, just a lizard, thank god) , he was amazed none had broken. Definitely bruised, but he could sleep that off. 

Miles was vaguely aware of a few people running out the door of the bodega, screaming; three shoppers, if his Spider Sense was right. But then again it seemed to be on the fritz tonight, so who’s to say. In front of him, The Lizard groaned as he lumbered to his feet, rubbing the back of his neck. Miles stretched his arms a little as The Lizard stood upright. In the back of his mind, Miles heard that penny whistle song that always seems to play in westerns.

The Lizard took a step forward.

And came crashing down to the floor.

MIles stood there silently, expecting some sort of “Play Dead” tactic. Slowly he approached The Lizard, and then lightly nudged him in the head with his foot. The Lizard didn’t move. Miles nudged him again. Then he kicked him. Nothing happened. Miles leaned down to feel for a pulse of some sort. It was there, slower than was probably healthy for a cold-blooded animal but then again the science here was shoddy at best. 

“Alright then,” Miles muttered, “one down, one to go…” MIles slowly stepped across The Lizard and headed towards the door of the bodega. As he walked out, he felt a cool blast of wind hit is skin in his side. He looked down and realized that at some point he’d cut the suit just below the ribs. The cut wasn’t very deep, but it wasn’t shallow either, so that’s another thing that’s gonna take a night to heal. And then some.

The hit to his head came when he was inspecting his cut. Again, his Spider Sense hadn’t warned him about it, and in Miles’ professional opinion that had gotten old fast. He stumbled sideways, twisting to see the Man in Black approaching him. Miles thwipped a web straight up onto a balcony above the bodega, and pulled himself up onto the fire escape. He was in bad shape, there was no way he could take on this guy like this. His feet clanged against the metal of the fire escape as he ran up it towards the roof. 

There was a sharp clang below him. He looked down to see that the Man in Black was on the fire escape now, two floors below him. Miles doubled his climbing speed. The cut in his side wasn’t helping, that was for sure. Miles got to the roof and in a moment of stupidity, looked back down at the fire escape.

The Man in Black was gone. 

Miles couldn’t remember when the clanging had stopped chasing him, but before he could even entertain the idea that the other guy had left for the night, he felt hands on his shoulders grab him and throw him across the roof. He landed and skidded across the gravel, feeling some stones slip through the cut in his suit. He looked down at the cut again, picking the roofing gravel out of his wound, wincing as he did. He looked up at the Man in Black. He was walking across the roof towards Miles. His fight or flight kicking in, Miles tried to stand up quickly, but the Man in Black caught up to him and pushed him back down onto the roof with his boot. He stood there silently for a few seconds, foot holding Miles down against the roof.

When he finally spoke, it came out low and quiet, “I could kill you right now if I wanted to.” Another moment of silence, “You know that, right?” MIles nodded. He knew that in his current state, with no Spider Sense to warn him, this guy could throttle him. “Good.” The boot stepped off of MIles, taking a few steps back. “Give up on being Spiderman,” the Man in Black continued, “or I’ll keep coming back until I finish the job.” Then he took a run at Miles. MIles got ready for a kick, but the kick didn’t come. Instead, he heard a whoosh as the Man in Black’s cape flew past him, and he jumped off the roof. Miles crawled to the edge and looked over, spotting him on another roof just below as he slipped off that and into the alley beyond.

Miles stayed lying on the roof for what he thought was an hour, but was honestly more like 45 seconds. Maybe 46. Time’s really weird when your body has been fucking destroyed by not one but two supervillains. At the same time, mind you. Eventually, Miles eased himself up onto his feet, crossed the roof, and eased himself back down to the street, using a web to rappel. 

He slowly opened the door to the bodega, so as not to irritate his open wound or bruised ribs, and limped back inside. He passed the sodas, the candy and the assortment of car fresheners, and turned the corner into the chip aisle.

The Lizard was gone.

Miles sighed a long deep sigh, and suddenly he felt very, very tired. He went another aisle over and found the first aid items. He picked three rolls of gauze, five compression bandages, a tube of Neosporin and a pack of Band Aids with Captain America on them off the wall. He approached the cash, stopping to grab a pack of Skittles too. He slowly put his items on the counter, not wanting to scare the cashier that he couldn’t see but could definitely hear; there was a quiet whimper coming from behind the counter. When all his stuff was on the counter, MIles delicately tapped the counter.

“You okay buddy?”

The cashier slowly stood up, eyes going wide when he spotted Spiderman staring back at him clutching a fresh wound. The cashier nodded. Slowly, not taking his eyes off Miles, the cashier started to scan Miles’ items.

“You didn’t happen to see a big green lizard get up and walk away, did you?”

The cashier shook his head.

“You got a security camera?”

The cashier pointed behind Miles. MIles looked behind him at where the cashier was pointing. Just above the window where Miles and The Lizard had come crashing through, there were two frayed wires. Miles approached them slowly, and then looked back at the floor of the chip aisle. A security camera lay on the ground, shattered to pieces. Miles sighed in defeat. He went back up to the counter.

“How much do I owe you?”

“Fifteen dollars,” The cashier replied. Miles looked at him, trying to count it out himself. It should’ve been more. Sensing what Miles was doing, the cashier added “Friends and family discount.”


Miles reached into his pocket (he’d only brought up the idea of pockets in the suit in passing two months ago to May, but then two weeks later she had a new suits for him with POCKETS), and pulled out a money clip. He forked over a twenty, ignoring the sirens that had finally arrived, as well as the red and blue lights reflecting off the broken glass on the floor. The cashier handed Miles a fiver, then put his stuff in a bag and handed it to Miles.

“Thanks,” Miles took the bag, then he turned to leave. Behind him, the cashier shouted a “Good night, Spiderman” as he passed through the bodega door.

Miles dug into his bag and pulled out the Skittles, tearing off one of the corners before dumping five into his palm. He went to put them in his mouth, then stopped, rolled his mask up to his nose with his other hand, and popped the Skittles in his mouth. There were three cop cars in front of the bodega, each of them with their red and blues flashing. Three officers were talking to witnesses, two were looking at the broken window, and a sixth was coming towards him. It took awhile for Miles to recognize his father.

“Officer,” MIles said between chewing his Skittles, “Little far from your borough, aren’t ya?” He silently offered Jeff some Skittles, but Jeff put up his hand to say ‘no thanks’, and Miles shrugged before dumping some directly from the bag into his mouth.

“Well that’s the thing about escaped supervillains rampaging through Chinatown; they tend to call everyone on duty.” Miles nodded at that. Jeff looked backwards at the shattered window, then back at Miles. MIles subtly turned his body so Officer Davis couldn’t see the cut in his side, hiding it behind his shopping bag.

“What you got in there?” Jeff nodded towards the bag.

“Just some first aid stuff,” Miles popped more Skittles into his mouth, “I was running out at home.” Jeff nodded, eyes trained on the bag. Miles realized that maybe he wasn’t actually looking at the bag and had seen the wound behind it, but Jeff didn’t let on whether he’d seen it or not.

“Some witnesses say there was someone else fighting The Lizard tonight. Friend of yours?” MIles shook his head.

“No, he was actually fighting me too,” Jeff cocked an eyebrow as MIles continued, “New bad guy in town, called himself the ‘true heir of Spiderman’. He was definitely enhanced; he was strong like Spiderman, fast like Spiderman, he could stick to walls. No web shooters though, so I don’t know what’s up with that.” Miles went to pour more Skittles into his mouth, but realized too late that the bag was empty. He rolled the mask back down past his nose before putting his empty Skittles bag into his shopping bag. 

“What was he wearing? We haven’t gotten a very good description from any witnesses.”

“Black suit, black gloves, black boots, black mask. HIs gloves had like these spiky things coming out, and he also had this red, tattered cape thing,” Miles paused, “He was kind of… Prowler-ish.” Miles saw his father’s shoulders tense up.

“Good to know…” Jefferson paused, clearly trying to think up what to say next when MIles’ mouth beat him to it.

“He told me that if I don’t stop being Spiderman that he’ll keep coming back.”

The silence was, in a word, deafening.

Jefferson’s face morphed into something that Miles couldn’t place, and Miles was about to follow up when Jeff said, “So maybe now’s a good time to stop.”

Miles’s jaw dropped.


“I said maybe now is a good time to stop,” Jefferson put his hands on his hips, “maybe not forever, but at least until you graduate-”

“I’m not in school, I’m an adult.”

“Well then you’re a very small adult!” Jeff huffed, “Look, kid, you’re clearly sleep-deprived, you’re getting the snot kicked out of you regularly, and now there’s a guy who wants to kill you if you don’t stop. Maybe this the universe telling you to take a break.”

Miles stared up at him.

“Will you at least think about it?” Miles could hear the pleading in his father’s voice.

“Officer, I am very tired, and it’s a sc- work night. So I’m just gonna go home.” Jeff sighed and nodded. Miles started to walk away, then stopped. He turned back to Jeff. “I kind of got turned around in all the fighting, which way is the Manhattan Bridge?” Jeff pointed to his left. “Thank you officer, have a good night!” With that Miles thwipped off into the night.

Chapter Text

“Miles, I don’t know if you know this, but what you’re asking is like 15 different types of illegal!”

Ganke watched Miles pace in front of him. They only had an hour before homeroom, and MIles was still in his boxers. He had an emergency ice pack pressed to a bruise on his cheek where the Man in Black had jammed his face against a brick wall. Even with his accelerated healing, the purple blotch was taking its sweet time to go away.

“Like, I’m digging this whole “hack the system” vibe, you’re giving me, but The Raft is a state of the art government facility.”

“Are you saying you won’t?” Miles stopped to look at Ganke. 

“Oh, no. It’s a piece of cake, I’m just saying that if we get caught, I’m telling them you pressured me.” Miles playfully whacked Ganke as he sat down in front of his computer. For a while the only noise that was made in the dorm room was the sound of Ganke tapping away at his keyboard.

“So,” Ganke started, “the police scanner woke me up last night.”

“Did it?” Miles asked as he was putting on pants.

“Yeah. It was going off while you were fighting The Lizard in Chinatown.” Ganke glanced up at Miles, who had his back turned.

“Mhmm,” Miles pulled his pyjama shirt off, and Ganke saw the bandage that had been applied to the cut from the night before, as well as the half roll of gauze Miles had used to keep it on. Miles pulled the bandage back a little, before pulling the whole thing off; the wound had mostly healed overnight. What little was left of the cut got a fresh dollop of Neosporin and a Captain America BandAid.

“Yeah. It mentioned some other guy too. Dressed up in black.” Miles stopped, and Ganke noticed the way his back muscles tensed. “Miles?”

“It was nothing,” Miles lied, putting on a clean shirt. “Just some villain wannabe. Thought he could be the new Prowler.” Ganke hummed.

“You okay?”

“How much longer til we’re in?” Miles regretted the tone he’d taken instantly, but he really didn’t wanna talk about the guy from the night before.

“Just a minute,” Ganke replied, and Miles could hear the wounded tone in his voice. “There, we’re in.” Miles turned around and walked up behind Ganke, leaning over his shoulder to look at the monitor as he did up the buttons of his shirt. The Raft’s security system, though state of the art, also looked like a big old mess. None of this made any sort of logistical sense.

“Can you, ummm, can you find the footage from last night?” Without saying a word, Ganke tapped away, opening files at what seemed like random until eventually a list of video files appeared on the screen. Scanning it, Miles saw file names like ‘Dillon_0:00_8:00’, ‘Lincoln_8:00_16:00’ and ‘Russo_16:00_24:00’. Near the top, Miles saw one titled ‘Connors_16:00_24:00’. He pointed at it, “That one!”

Ganke opened the file, and the video started. The Lizard was, as of four pm yesterday, still in his cell. Ganke fast forwarded through the file, and for the next few hours, The Lizard just kind of… did nothing. Sure he did his usual Lizard stuff of screeching and lurking, but Miles expected to see him tinkering with an electronic of some sort, or preparing himself to escape. Suddenly, the video cut to static.

“What just happened?”

“I have no idea!” Ganke paused the video and rewound it to the point right before it went out. The time stamp in the corner read 19:57:46, and it looked as mundane and normal as the previous four hours worth of footage had been. Ganke hit play, and they watched the static fizzle and pop on the monitor for what felt like forever. Then the picture came back, he paused it immediately. The Lizard was gone, glass on the floor of the cell from what Miles assumed was a shattered partition. The time stamp showed the time to be 20:02:38. Miles leaned over and pressed play again, and they watched the feed for another 10 minutes, watching red lights reflect off the glass shards on the floor. Then Ganke closed the file. “Well shit.”

“Yeah.” Miles sighed. He absentmindedly rubbed his bruised cheek. “Show me it again.” Ganke swivelled around to Miles.


“Play it again, five minutes before the video cuts.” Ganke sighed, turned back around, and dragged the video to where Miles wanted it. Then he pressed play. Again, they watched The Lizard do nothing for five minutes, then five minutes of static. When it cut back to the empty cell, Ganke closed the video.

“Why’d you stop? Maybe there’s more.”

“Miles, there’s nothing,” Ganke turned to face his roommate, a tired pall pulled over his face. “There’s nothing because somehow, The Lizard cut his own feed so we couldn’t see him leave. All he’s left is a bunch of glass.” Miles nodded slowly. A few seconds later, Miles’s eyes widened in what Ganke could only describe as a genuine Lightbulb Moment.

“The glass,” he whispered before moving Ganke and his chair over an inch to get closer. He reopened the video file and scrubbed forward to a point after the static. Then he paused the video and jabbed his finger at the screen. “The glass!”

“Yeah, the glass,” Ganke pulled himself back over to look at the screen. “What about the glass?”

“It’s all inside the cell!”

“And?” Miles huffed then turned to Ganke.

“If you throw a baseball at a window, which way will the glass go?”

“Same direction as the baseball. It’s basic physics.”

“Right, so if The Lizard broke himself out by going through the glass, it should be in the hallway, but it’s not. It’s in his cell, meaning-”

“Meaning someone outside the cell broke the glass.” Ganke gasped as Miles pointed at him, a triumphant smile on his face.

“Bingo! Someone pulled a Nedry and turned off the electric fences.”

“I… what?”

“It’s a Jurassic Park refer- you know what, nevermind. The point is, Connors had someone break him out.” Miles looked back the monitor, “Do they allow visitations on The Raft?”

“I can find out after class,” Ganke looked down at his phone, “which, by the way, starts in 15 minutes.” Miles nods.

“Ganke, you’re the best!” Miles smiled at Ganke before going back to his desk to pack his bag. Ganke slowly packed his as well, then stopped to think about something.

“Do you think the Man in Black broke him out?” Miles stopped for a few seconds before continuing to pack.

“No, they weren’t working together, and Connors didn’t seem to recognize him. The Man in Black mostly just wanted to stop him before I could.” Ganke silently ‘oh’ed in the corner, then went back to packing his bag for the day.

Miles was a little startled when Benji sat next to him in homeroom. He didn’t have time to bring it up before Miss Calleros started teaching what she called “Introductory String Theory”. Then class ended, and Benji left for his next class before Miles could comment on it. He didn’t see him again until lunch, when Benji plopped his tray down across from Miles and Ganke.

“What is this even supposed to be?” Benji asked aloud, stirring a plastic spoon around his bowl of what had been marketed as chili. A clump of meat(?) floated to the top, and Benji sighed.

“Whatever you do,” Miles pointed at Benji with his fork for emphasis, bits of lettuce impaled at the end, “Do Not, and I repeat do NOT, eat the chicken parmesan.” Then he brought the fork back around to his mouth and ate his good, Christian salad. 

“What’s wrong with the chicken parmesan?”

“First off, it’s not chicken.”

“That’s just a rumour,” Ganke added, not looking up from his comic book. Benji cocked an eyebrow at that.

“No, it’s true!” Miles turned to Ganke, “Kelly in my art class had it monday, and then she vomited in the middle of painting. Chicken doesn’t make you vomit.”

“It does if it’s undercooked,” Benji interjected.

“Plus, she hasn’t been to school since then! The school’s covering up their chicken-less chicken parmesan. It’s a conspiracy I tell you!”

“Which Kelly? Kelly Gordon?” Miles nodded in affirmative. Ganke sighed, “She didn’t vomit because of lunch, you dingus. She has mono.”

“What?” Miles choked on his salad a little.

“Yeah. Apparently she hooked up with Jake from the lacrosse team before school started up. Then she got mono.” Throughout this, Ganke still hadn’t looked up from his comicbook, and as he finished he ever so casually flipped to the next page.


“He is right about not eating the chicken parmesan though. It is trash.” Benji burst into a series of giggles, and Miles soon joined in. Ganke smiled from the side, glancing up from his comic book for a second before continuing onto the next page. Slowly the giggles slowed down and stopped, and Miles went back to eating his salad. He looked back up at Benji, who was looking at him… weird. His brows were furrowed a little as he stared at Miles. Miles wiped his chin, assuming some salad dressing had dribbled.

“What happened to your cheek?” Benji finally asked. Miles absentmindedly touched his cheek, and winced. His bruise must not have healed yet. Shit. Normally his injuries from being Spiderman had healed by now, and if they hadn’t he could cover them up. And that’s another thing about going unnoticed; if people don’t pay attention to you, they don’t pay attention to the new cuts and bruises you go through every day.

“Oh, uuuh, did I not have this yesterday?” Ganke kicked Miles under the table, mostly because that was a terrible attempt at deflection. Benji shook his head. “Huh. Well must’ve gotten it last night.”


“Ummm…” Miles felt his sweat beading as he glanced around the cafeteria looking for an excuse, “Sometimes… I… punch myself… in my sleep.” There was a thump to his left as Ganke fully slammed his head onto the table. Benji was… unimpressed.

“You punch yourself in your sleep?”

“Not all the time,” Miles tried to backpedal, but lo! The damage was done, “My doctor says it’s like a weird version of sleepwalking.” Benji just stared at Miles, Miles blinked back at him, and Ganke groaned into the table top. Eventually Benji smirked and let out a chuckle.

“That’s fucking weird, Miles.” Miles chuckled back.

“Yeah, totally. Weirdest thing about me.” Ganke pulled his head back and let it drop again.

After class, Ganke went to the library to look into what The Raft’s policy on visitors was, so Miles was left alone in the dorm. He had done some of the assignment for his chemistry class and organized his stuff for class tomorrow. Now he was lying down on his bunk, staring at the ceiling, rubbing his bruise. He hadn’t been doing it on purpose, he’d just started without thinking about it. Then he did start thinking about it. He started thinking about how the Man in Black had popped up behind him without him knowing and just jammed his whole face into the wall. And how he showed up out of nowhere after Miles left the bodega. And how when he’d first arrived, Miles had been just as surprised as The Lizard. 

That’s cause your Spider Sense didn’t warn you, Miles thought to himself, Everytime he came at you, you didn’t know because it didn’t tell you. Then Miles thought about his threat. He’s going to keep coming back for you and there’s no way you’ll know when he’s coming. He could be coming for you RIGHT NOW!

You’re broken, Miles.

Miles wasn’t sure when he’d started hyperventilating.

You’re broken and it’s going to get you killed.

Miles hopped off the bed and tried to calm himself down. Breathe in, breathe out. Breathe in, Breathe out. Just like the yoga lady showed him.

It wasn’t working.

Miles rushed at his desk and started tossing open drawers. He’d literally unpacked two days ago how could he not fin- there! In the bottom drawer, crammed at the back! Miles pulled the small metal box out of his drawer and went to sit on the bottom bunk with it. It looked like a cellphone had been stuck onto a fancy voice recorder. He flipped open the keypad on the bottom, and typed in 0065 and hit enter. For a second it didn’t do anything, and Miles felt his heart rate go up, and tears brimmed his eyes.

She doesn’t want to talk to you.

Then the box started humming, and a kaleidoscopic array of colours burst forth in front of Miles. The colours expanded, opening up a hole in the spacetime continuum. On the other side, Gwen was sitting at her desk, absentmindedly smiling with her eyes lingering on a textbook just out of view.

“What’s up Miles?” she asked without looking up. Miles’ voice caught in his throat, and she looked up. The smile faded. “Miles?” Miles felt a tear roll down his cheek as his breathing came out unsteady and forced. Gwen pushed the textbook aside as her face took on an expression of concern and panic. “Okay Miles, we’re going to do the breathing exercises like we practiced, okay?”

“Not… working...” Miles eked out between his forced breaths. The trickle of tears was getting dangerously close to becoming a sob. 

“The breathing exercises aren’t working?” Gwen asked, and Miles shook his head. “Shit… Miles can you get your notebook, the one you draw in?” Miles nodded, and put the box down along with his window to Gwen, then pushed himself over to his desk, where he got his notebook and a couple pens. He sat back down on the bottom bunk. “Alright buddy, I want you to draw something.” 

“Draw… what…?” Miles managed to get out. Gwen looked around her room, quickly looking for something.

“Ummm…” Gwen’s panic mounted, then as if by magic, it vanished entirely. “Draw me.” Miles nodded at the suggestion, then threw his notebook open to a blank page and started drawing. The lines started out wobbly and agitated, but as he drew the lines got smoother, cleaner. His breathing eased itself into a steady rhythm, and as he finished his drawing of Gwen he let out a tired sigh. He sniffled and wiped the tears away.

“Sorry for bothering you.” Gwen frowned at that.

“Miles, you know you’re not bothering me.” Miles let out a hum. “Was it your uncle again?”

“No it’s… it’s something else. Not really important.”

“Miles.” She had the same tone Rio did whenever she knew Miles was hiding something. Miles sighed.

“Has your Spider Sense ever… not… worked?” Gwen’s brow furrowed.

“No, it’s always on. Like, even in the shower, which is a little frustrating,” Gwen smirked at her own joke, then stopped when she saw Miles wasn’t smiling too. “Why do you think something is wrong with your Spider sense?”

“Well… last night there was this new bad guy who showed up and… my Spider Sense didn’t warn me when he was attacking. Like, at all.” Miles curled in on himself on the bunk.

“Well that’s not good,” Gwen muttered. Miles shot her a ‘Yeah no shit’ look, and Gwen gave Miles a sheepish grin back. “Sorry. Have you asked Peter yet?”

“No!” Miles shouted. Gwen leaned back a little.


“Look it’s just… I’m still new at this. And what if Peter or the others think I’m still not ready and that taking down Kingpin was a fluke? Like adrenaline or something?” MIles’ breathing hiked up a little. Gwen gave him a silent reminder to breathe, moving her hand up with each breath in and down when it went out. Miles breathed until he felt better again.

“Miles, it’s not a bad thing to ask for help. We’re all here to help.” Miles nodded silently, looking down at his feet. Gwen sighed. “If it makes you feel any better, I’ll ask around. I’ll tell them it’s my Spider Sense that’s on the fritz. Is that okay?” 

“Thank you Gwen,” Miles whispered. Gwen smiled at him, a small warm smile that made Miles reflexively smile back.

“So, you gonna show me that drawing?” Gwen asked with a laugh. Miles chuckled back as he pulled the open notebook to his chest.

“Nah, nah, it’s… it’s not that good.”

“Miles, you and I both no you are not capable of drawing something that’s ‘not that good’.” Gwen smirked. Miles rolled his eyes.

“I am perfectly capable of drawing something bad. Trust me, I did you dirty.” Gwen’s eyebrows shot up. Miles felt a blush ride to his cheeks, and he hugged tighter onto the notebook.

“Okay, Mr. Artist, whatever you say,” Gwen looked over to the side, “I gotta go Miles, I’ve got to get to band practice. You gonna be okay?”

“Yeah, yeah, don’t worry,” Miles did that casual hand motion people do when they’re trying to tell people it’s no big deal when they’d rather continue talking for hours, until they both fall asleep. He did not do it so casually. “I’ve got homework to do anyway.”

“Didn’t your new semester start monday?”


“It’s thursday.”

“I know, trust me, I’m pissed too.” Gwen let out a guffaw, and Miles felt his cheeks hurt from how hard he was smiling.

“Alright, Miles. If you need to talk again, I’m just a phone call away.” Gwen smiled at Miles through the portal. In the background, Miles heard a door open.

“Gwen! This party bus is rolling!” shouted a voice that sounded far off, and vaguely familiar. Gwen twisted around in her seat.

“Keep your pants on MJ, I’m coming!” she shouted back before looking back at Miles.

“Okay I really gotta go. Bye Miles!” Then she hung up, and the portal closed in front of him.

“Bye Gwen,” Miles whispered into the empty room. Then he sat there for a little before he slowly stood up, walked over to his desk and put the transdimensional thingy away in the back of a drawer. He went back over to grab his notebook off Ganke’s bunk, and as he was about to put it away he looked at the drawing he’d done of Gwen. Sure, it wasn’t his best technical work; a bunch of lines were wobbly, he couldn’t do her hair right, the chin was a little too small. But for all it’s faults, Miles couldn’t help but think how it was extremely… her. And for that reason, it instantly became Miles’ favorite thing he’d ever drawn. Making sure there was nothing on the other side of that page, he ripped the drawing out of his book. Then he went up to the wall above his desk, and taped the drawing up between the picture of them on the bus, and the picture of Uncle Aaron.

As he stepped back to appreciate where he’d placed it, he heard the door open behind him. Ganke entered, looked at Miles, looked at the drawing, and sighed before finally muttering “Weird meter” under his breath.

Chapter Text

When Dr. Curt Connors awoke, the first thing he did was flick his tongue into the air. When he didn’t smell (or taste) anything from doing that, he knew something was off. He had an idea of what it was when he realized he was securely fastened to his chair. He was truly able to recognize what was wrong when he realized he couldn’t feel his right arm. He didn’t need to look at it to recognize why he couldn’t feel it, but he needed to. So he wasn’t surprised when he saw it was gone again. 

He was very angry.

He was human again. What a pitiful existence , he thought to himself, such a pitiful existence that I’ve been subjugated to. AGAIN! He wanted to throw something. He wanted to punch someone. He desperately wanted to get back to how he was; how he DESERVED to be.

The first time he’d become The Lizard, it was, honestly, terrifying. He’d made a monster out of a man. His wife had thought so too, and shortly there after she and their son had gone to live with her parents. So he undid it, then he was human again before he could do any real damage, and Doris and Billy came home. Months passed before he started to feel a twinge in his right arm. So, while Doris and Billy were on a trip to visit the grandparents, he reinjected. He took the antidote again before they came home, and they were none the wiser. And this happened for a while: wait a few months until Doris and Billy were gone, inject, enjoy his arm (and all the power), then take the antidote before they get home and continue on.

Then, Curt told Doris he needed to stay behind to do some work and yes, she and Billy should go ahead to his parents for Christmas he’ll only be a few more days. “I’ll see you on Christmas Eve,'' he'd told Billy before kissing them both goodbye. And he injected, then he blacked out. When he came to, Spider-man  was standing over him, he’d been returned to his human form, and the police were surrounding them in the middle of Times Square. Apparently, he’d gone on what the Bugle had lovingly referred to as a rampage. He didn’t see Doris or Billy during the trial, mostly due to how they didn’t give him any visitation rights. Even if they had, though, they wouldn’t have come. 

During the trial, the idea of a “Lizard Brain” was brought up, a second personality brought out by the serum, to explain Connors’ blackout throughout the whole rampage. Many expected Spider-man to testify, but he didn’t; they don’t call it a secret identity for nothing. He did remember seeing Peter Parker though, sitting in the back every day of the trial. Which is weird for a high school intern, but then again people turning into lizards is pretty fucking weird.

The judge bought the idea of the lizard brain.

Curt, did not.

After a brief stint in a psychiatric hospital, Connors was released and told not to turn into a lizard again. So naturally, he turned into a lizard again. But he was going to be more controlled this time, in a secluded warehouse, with a cage and multiple cameras hooked up. It’s not science if you don’t write it down, Peter Parker had once joked to him. Seemed like a pretty good motto to stick with.

When he came to this time, he was still in the warehouse, but the cage was broken, parts of the walls were trashed, and he was stuck to the wall. Spider-man was none too impressed.

Peter Parker didn’t come to the trial, but as disheartening as that was, it wasn’t the worst news.

They watched the footage during the trial.

Apparently, the “Lizard Brain” wasn’t so much a side effect of the serum but rather a fragmented part of Connors’ own psyche, the result of his continued use of the serum whenever Doris and Billy went out of town. They’d gotten a more competent court psychologist this time, and Curt knew that this was closer to the truth. But from watching the footage, he knew the truth. There was no fracture.

It was all him. At the time, that scared him.

He decided to wait out his sentence in Ryker’s. At first it wasn’t terrible. He had access to a library, he made friends, stayed in the good books. Then he started feeling the twinge in his right arm again. Without the serum, there was no way to quell it, so he’d just have to wait it out. Except, it got worse over time. He’d been a doctor for long enough to recognize the signs of drug relapse. He’d just need to wait it out, and there’s no better place to wait things out than prison.

Then one of his new friends, Frederick Foswell, was apparently sick of being inside. He, Brice, Brito and Bloch were going to breakout. But they needed Connors to get through the exterior wall. Specifically, they needed The Lizard. They told Connors this after arriving at his cell late one night. Connors told Frederick that he couldn’t just turn on command, he needed a serum. Then Brice injected him with something, and when Connors came to, he had chewed a hole through Brice, he had Bloch pinned under one foot and the guards were coming. 

So they broke out. Brice survived, but he wasn’t too proud about a chunk of his abdomen missing. Foswell de-escalated the situation and called it fair play for sticking Curt out of nowhere with a fucking needle. Then they parted ways, and Frederick and his boys (they started calling themselves The Enforcers, like some kind of 90s boy band) got caught a few weeks later.

But Connors was smart. He didn’t go on a spree like they did. No, he hid out in the sewers, occasionally going up for food, and when the heat died down he was going to go get his antidote and turn himself in. He could argue he was used, wouldn’t be hard.

But then, he got used to the arm (and the power). So when he went to his antidote stash, and picked one up, ready to inject...he didn’t. He destroyed it. He destroyed them all. No serum, no human. He could be The Lizard forever. He could have his arm forever. 

He could feel this power. Forever.

Well you know what they say, absolute power corrupts absolutely. So even though the “Lizard Brain” theory had long been disproven, it wasn’t long before Connors started taking on more reptilian psychological traits to match his physical ones. He started going on the occasional rampage, and maybe he tried to turn everyone in Manhattan into a lizard like him. So sue him, god knows the mayor already tried. It’s hard to sue someone who lives in the sewer.

And sure, he was in and out of The Raft, depending on how often people were able to organize breakouts. But for the first time since he’d gotten his arm blown off, Dr. Curt Connors was not just happy; he was in a constant state of euphoria.

Well, until now.

Until now, when he was human again.

He could feel the twinge coming back already, and he desperately tried to remember what had happened. He had been broken out by… someone, he didn’t recognize them, though they smelled familiar. Then he’d gone to Chinatown because Martin Li had once told him about his old laboratory underneath where F.E.A.S.T. used to be. Seemed like as good a place as any to start reworking his “turn every Manhattanite into a lizard” scheme. Then the police had found his dinner, a racoon who had done nothing more than eat garbage near a sewer grate. After they followed the trail of racoon blood, they found him in a back alley and at that point, subtlety had flown the coop. Might as well trash some cop cars and hope to god they lose track of him in the carnage. Then Spiderman 2.0 had shown up, followed by some new guy… did he say his name? He said he was the True Heir to Spiderman, but that seemed too long and tedious to use as a codename. 

Then he fought them. Both. At the same time. While they fought each other.

That… that was nuts…

Once he’d cornered the Spiderman (the real one, well, not the REAL one but the new real one- wait who was Curt explaining this to, he knew what he meant) on the rooftop and thrown him, he’d been hit hard from behind by someone. At first he thought it was the poser but he’d gotten a glimpse of them on the roof behind him and honestly it looked like some random dude in streetwear. Then he and Spiderman crashed through a window and he got hit in the neck with something and then he passed out and then…

Well, that brings us to now.

Whatever had hit him in the neck must have been some form of strong sedative. Knock him out, drag him here, give him the antidote, tie him up. Curt was also beginning to suspect that, whoever had organized this must have known he’d be out of the Raft because they had organized his break out. 

Someone had gone to a lot of trouble to get to talk to Curt. But who? And why?

As if on cue, a door Curt hadn’t see in the dark recesses of the room opened with the sickening scratch of metal on metal, and a man concealed in shadow entered. He closed the door behind himself before turning to Curt.

“Dr. Connors, it’s a pleasure.”

“Hard to say the feeling’s mutual,” Curt replied, and the Shadow Man laughed. It was light and airy with no hint of menace, and Curt was sure he’d heard that laugh before.

“That’s fair. I can’t imagine being tied up in a strange place is a nice way to wake up. Much less in your… current condition.”

“Why am I here? And why am I human again?” The Shadow Man sighed.

“No room for small talk, huh? Well, I need your help with something within the wheelhouse of your speciality.” The faint sound of footsteps on concrete moved left around the room, and Curt did his best to follow the source, “And you’re cured, so that I can properly incentivize you.”

“What, you wanna offer to fix me?” Curt laughed, “Pal, get in line. State doctors, psychologists, addiction experts, the list goes on. What none of you seem to get is that I don’t need to be fixed. The Lizard is PERFECT!” Curt started cackling.

“I know.”

Curt stopped cackling. He heard footsteps approach, until they were right on the edge of the shadows, just out of sight but if Curt squinted he could see the faint outline of a person. The Shadow Man raised an arm into the light of the single halogen bulb above Curt, revealing a tube filled with green liquid.

“If you help me, Doctor Connors,” the Shadow Man said, enunciating each and every syllable, “I’ll turn you back.”

Curt reached for the vial. His left arm remained restrained at his side, and his right swung forward in a short arc. Without the lower half of his arm, he missed the vial. The Shadow Man held it out for a few more seconds before pulling it back into the darkness. Curt knew in his heart that he was being mocked right now. He slumped in his chair.

“What do you want me to do?”

“I recently came upon an old, unfinished genetic experiment. Notes, samples, everything. I want you to finish it.” Curt silently weighed his options, glancing down at the stump of his arm.

“How old are we talking?”

“About ten years.” Curt gawked.

“And you expect me to believe the samples are still viable? I don’t know how much you know about how funding works for these things, but generally if it’s unfinished it means funding dried up and if that happens they tend not to care about the longevity of samples-“

“The samples have been well-maintained. Kept in stasis in secret. As for why the project was scrapped, let’s just say that the head scientist… well unfortunately he developed a moral code.” 

“Do I get to know anything else about it?”

“Only if you say yes.” Curt sighed. “If you say no, we part ways, I drop you off somewhere, and call local law enforcement with a tip. Without your Lizard body I’m sure it’d only be a short while before they catch you and then I can only assume it’s a long, long life of support groups, prison and everything else humanity has to offer.” The Shadow Man paused. “What’s it going to be, Doctor Connors?”

Curt glared up at the Shadow Man, then looked down at the concrete floor. “And if I do this you’ll turn me back when I’m done.”

“Absolutely Doctor Connors, I wouldn’t have it any other way.” Curt continued to stare at the floor.

“Then what choice do i really have?” Curt looked up at the Shadow Man, hidden beyond the cone of light above him. “I guess I’m in.”

“Excellent!” came the voice of the Shadow Man, except that suddenly, it wasn’t in front of him, it was behind him. He felt hands release his left arm from its restraints, but by the time he turned around to look at him, the Shadow Man had receded back into the darkness. The sound of metal scraping on metal brought Curt’s attention back to the front of the room, where the Shadow Man had opened the door again and was now standing in front of it. The light from the room beyond backlit him as he turned back to Dr. Connors. “If you would be so kind as to follow me.”

Curt stood up and walked slowly towards the door. Crossing the threshold, the light blinded Curt a little, and he reflexively put his hand up to block it out. As his vision adjusted, he saw that the room he was in was, in fact, massive. Not just massive, the room was actually a large warehouse, and Curt was on a metal mezzanine above it. The walls were rusted metal, and the vague smell of fish permeated the warehouse. Curt only vaguely noticed these details, because he was far more interested in the rows of large, glass cylinders that stood on the floor of the warehouse below him. A quick count of the rows and columns said there were one hundred cylinders, each fitted onto some form of electronic base, filled with a translucent blue liquid of some kind. Curt could vaguely make out a figure in the middle of each tube.

The metallic sound of the door closing behind him, followed by heavy footsteps led Curt to turn to look at his new benefactor, and was surprised to see that while he was well dressed in a dark suit, he hid his face behind a black mask in the shape of some kind of dog. The Shadow Man noticed Curt staring at the mask and chuckled.

“Relax, Doctor Connors. The mask is just a formality, a safety precaution until I know you can be trusted.” The Shadow Man reached into his jacket pocket and pulled out a worn notebook, with bits of paper sticking out of it. “The notes from the original experiment. Should be a good place for you to start.” Curt cautiously reached forward and took the notebook. Though small, it was surprisingly heavy, weighed down by excerpts of old newspapers and loose notes with mathematical equations Curt vaguely recognized. Curt looked back out at the tubes. “Want to take a closer look?” Curt nodded, and followed the Shadow Man down the stairs from the mezzanine to the warehouse floor. 

On the ground floor, Curt is able to see another room below the one he was in, but where the room upstairs had all the windows painted black, the one below allowed light through the windows and Curt could see an array of high tech computers, all attached to wires that led through the wall, along the floor and back to the tubes. Curt approached the closest one.

The bases were much more advanced than Curt could tell from above, with each one fitted with a stand and a screen connected to the tube. The screen told Curt that this tube was Exp_004, and an arrow on the side invited Curt to tap it. He did, and the screen scrolled through various sets of data that Curt did not yet understand, before settling on an EKG meter.

Whatever was in the tube had a heartbeat. It was slow, but very stable, suggesting that it was alive but unconscious.

“What is this?”

“Your samples,” answered the Shadow Man, “kept in stasis, just as I promised.” Curt approached the tube slowly, hand outstretched. He touched it, his hand molding to the curve of the cold glass. He could almost make out the figure through it, but a layer of condensation beaded on the outside of the glass. Curt wiped it away and came face-to-face with a sleeping child, about sixteen years old. Curt knew this child well.

It was Peter Parker.

Curt turned to the Shadow Man, and though he had a mask over his face Curt knew that he was smiling a menacing grin.

“Let’s get to work.”

Chapter Text

Benji Warren had been at Visions Academy for a week, and so far there were three things he knew for sure: first, though not as diabolical as Miles had let on the chicken parmesan was still a biohazard; second, the population of this school was collectively nuts for being able to have the massive course load, attend after school clubs, and still have the time to sleep a full 8 hours all while staying above a B average; and third, while not the coolest people he’s ever met, Miles Morales and Ganke Lee were, without a doubt, the best people he’s met so far. Sure, Miles apparently got bruises from punching himself in his sleep (the one from Tuesday was still faintly on his cheek, a fact which seemed to piss Miles off more with each passing day), but that’s fine. Everyone has their quirks.

Since Tuesday, Benji had made a habit of sitting next to them in class and joining them at lunch. The two of them are wildly dissimilar and yet, it works. Where Miles is energetic, nervous and artistic, Ganke is calm, collected and scientific. Both of them were super smart (clearly, they’re all in the super smart kid school), but in different ways. Benji thought it was wild .

“What are guys up to this weekend?” Benji turned to the others as they packed up after their last class. Miles and Ganke shared a look before Miles responded.

“Not much, probably. Gonna do some homework, play some games. Do art things.” Miles smiled at Benji.

“I’ve got the latest issue of Captain America waiting for me at home, so probably that. Maybe some coding.”

“What about you Benji?” Benji shrugged. 

“Dad says there’s still some boxes that need to be unpacked at home, so I’ll probably be doing that tonight. But hey, maybe you guys could swing by tomorrow? We could hang out, play some Playstation.” Miles and Ganke looked at each other, then looked back at Benji.

“Sounds lit,” replied Miles, which was met with an immediate snort from Ganke. “What?”

“I have never, in all my years, heard you say ‘sounds lit’.”

“You literally met me a year ago.” Miles finished zipping up his backpack and threw it onto his shoulder before muttering “And I was trying out something.”

“Well please, by all means, try out more things so we can make fun of you for them,” Benji remarked as he followed Miles, his messenger bag slung over one shoulder. Ganke laughed behind him, bringing up the rear as they walked into the hallway. “But yeah, tomorrow? Noonish?” Miles nodded while Ganke shot a “Works for me”. 

“Great, I’ll text you guys my address later. I gotta go get my stuff for the weekend.” Miles pulled out his phone and checked the time.

“Shit, I gotta run too. My dad’s gonna pick me up soon.” Miles started to run in the opposite direction towards his and Ganke’s dorm. “See you tomorrow!” Ganke waved at Benji and lazily walked after Miles, and Benji started to snake through the hallway towards his own dorm.

When he got there, his roommate Josh had already left for the weekend. Benji was thankful for that, because honestly, Josh had the personality of a moist towelette. The three times they’d talked, Josh had talked specifically about being a striker for the soccer team. Like, that was it. No ‘hello’, no ‘who do you have?’, just dived straight into ‘I’m kind of a celebrity here because S P O R T’.  He heard other students running in the hall outside, yelling at each other about chemistry notes, while he quietly packed a small duffel bag. Leaving his dorm, with his duffel over one shoulder and his messenger bag over the other, Benji shouldered his way through the halls towards the stairs.

Getting from his dorm to the front door was a hassle in a castle. The halls were FULL of people, too full, beyond what Benji was sure was the capacity limit and was thus probably unsafe as fuck. Once he finally got through and out the door, he stopped to take in the late afternoon sun. It was still early September, and though a gentle breeze waned past him he still felt the sun baking on his skin. Slowly, he descended to the sidewalk and was about to turn left when he heard the sound of sirens down the street. He turned, startled, to see a parked cop car with it’s red-and-blues flashing.

Miles was standing beside it.

“Really?!” Miles yelled, to the shock of all the other students on the street, “Really?! The cop car again?” Benji watched the man inside reach out and pick up what looked like a square walkie-talkie on his radio.

“I wanted to surprise you,” was suddenly broadcast through the speakers on top of the car, and Benji watched Miles sigh deeply and stare up at the sky in resignation.

“But were the sirens necessary?!”

“Nope,” the man in cop car answered, “That was just for fun.”

“Daaaaaaaad…” MIles groaned, then sighed again, before opening the back door and throwing his suitcase in. As Miles himself climbed into the back seat, he heard him say “You really are the worst sometimes.” Then the door closed, and the cop car pulled away and down the street. 

“Huh… Wild.” Benji adjusted the strap of his duffel on his shoulder and started to walk in the direction of the subway station, just four blocks away. Getting to the new apartment from Visions was surprisingly easy, as it consisted of him getting on the N train in Brooklyn and just staying on through Manhattan and into Queens, getting off at the 30th Avenue station. Getting a seat on the train was, therefore, of the highest priority, even if it is rush hour on a friday.

Benji did not get a seat until Canal Street.

By the time Benji got to Astoria, he’d had to shrug the sleeping dude next to him off his shoulder fou- five times. Getting out of the subway car and onto the above-ground platform, Benji could see the sun slowly dipping below the New York skyline. The sun’s warmth had gone, leaving just the autumn breeze that was probably still too chilly for that time of year but that’s global warming for ya. Benji descended the stairs to the streets below, and headed off in the direction of his dad’s new apartment just four blocks away.

When Benji got up to the apartment, he could smell his father cooking. Well, he smelled a bunch of herbs and spices that COULD be his father cooking, but hearing the works of Kenny Loggins off-key coming from the kitchen verified that his dad was cooking. Benji kicked the door closed behind him, dropped his duffle, and shouted “I’m home!” The singing stopped, and Benji’s dad’s head popped out of the kitchen.

“You’re home!”

His dad bounded out of the kitchen wearing the apron Benji had gotten for him last father’s day; it read “Hi Hungry, I’m Dad” and had a number of food stains littering it. His dad immediately wrapped Benji in a hug, and squeezed hard. 

“I’m not coming home from war, dad. I literally only came from Brooklyn,” Benji muffled into his dad’s hug.

“I know, I know, I just haven’t seen you all week.” Benji was released from the iron grip of his dad’s hug.

“You called me twice this week,” Benji laughed.

“Yes but I didn’t SEE you.” His father wagged a finger at Benji, then broke out into a wide smile. “Okay, dinner is almost ready. Why don’t you go put your stuff in your room, then see if your brother will be joining us.” Benji nodded, picked up his discarded bag and headed down the hallway to his room. He threw his bag onto his bed, causing it to bounce and smack a picture on his nightstand.

“Shit,” he muttered, then dropped his messenger bag and scrambled to pick up the photo. He picked it up delicately, in case of shattered glass, then turned it over to inspect it. The glass had not broken at all, leaving the image of a middle-aged woman laughing with an eleven year old boy visibly intact. Benji rubbed his thumb across the glass and sighed.

“Hey mom,” he whispered. The photo didn’t whisper back. Slowly, he set it back up on his nightstand, then let his hand hover beside it before backing away. He zipped open his duffle, grabbing clothes and tossing them into the clothes hamper in the corner. When his duffle was completely unpacked, he left his room, crossed the hall, and stood in front of his brother’s bedroom door. A “Keep Out” sign had already been nailed into the wood, and Benji could faintly hear metal being played. He knocked twice. After a few seconds the metal stops.

“What?’ growls from the other side of the door.

“Dinner’s almost ready.” Another awkward silence.

“‘M not hungry.” Then the metal started up again. Benji could’ve sworn it was a little louder than when it had turned off. He nodded at the door, then turned and walked back to the living room. His dad was already setting the table for three, and looked up at Benji when he walked in.

“Where’s Kevin?”

“He’s not hungry.” His dad nodded slowly, then picked up the third plate he’d just set and carried it back to the kitchen.

“What do you want to drink, bud?” He called from the kitchen, “We’ve got water, milk, orange juice, and…” Benji heard the door of the fridge open, “That’s it. Haven’t really had the chance to do a big grocery run yet.”

“It’s okay, I’ll just have water.” The fridge shut. Benji walked over to the commode in the living room. He dragged his hand across it, flitting along the picture frames on top. He and his dad, he and his mom, both parents together, all three of them. Kevin was only in one picture, a stoic sulking figure beside his father. He didn’t like his picture being taken. Benji picked up the photo with Kevin and stared at it, not quite focusing on it. He heard his dad approach behind him.

“Oh, I remember that one,” Benji heard him say, “your mom refused to let us leave Greece without a picture of the whole family.” Benji felt a hand on his shoulder.

“It was her favourite,” Benji murmured.

“I know,” his dad whispered back, “Come on, let’s eat before dinner gets cold.” Benji put the photo back down and walked back to the table. He sat across from his father, who started heaping pasta from the bowl in between them onto his plate. “So, tell me about school.”

“Dad, I’ve already covered everythi-”

“I know, I know, just… tell me more about your friends. You said you made some friends, what are their names?” Benji’s dad hung his fork over his plate, a piece of tortellini dangerously close to dropping onto the plate. Benji nodded.

“Miles and Ganke.” His dad smirked at that.

“Miles huh? Did you tell him-”

“No dad, I didn’t. But they’re coming over tomorrow so you have plenty of time to prep whatever dad joke you want.” Benji smirked at his father, who chuckled back. His dad put the tortellini in his mouth, and pondered while he chewed. Then he looked around the living room.

“You know if you’re going to have them over tomorrow we’re gonna have to get a lot of unpacking done tonight.” His dad pointed his fork at one particular box in the corner, “You’ve got a whole box of video games over there that I have no idea what to do with.”

“I’ll take care of it dad, I promise.”

“Good,” his dad took another bite of pasta, “so, you were telling me about Miles and…”

“Ganke,” Benji finished for him, “Miles and Ganke. And they’re really cool. Miles is like this artistic genius, he did this mural of his uncle who died last year on the side of a bodega in Brooklyn. He showed me pictures of it, he’s really good. And Ganke likes to code stuff and he likes superhero stuff and I just get along with them really well.” His dad smiled at him across the table.

“I’m glad to hear it Benji. I was worried the move would be-” His dad was cut off by the sound of a door slamming shut down the hallway, before heavy boots stomped towards them. Kevin entered the living room, his long dark hair hanging heavily off his head, covering his right eye. His t-shirt had a band Benji didn’t recognize on it. His dad turned around to look at him, “Oh, Kev, I know you told Benji you weren’t hungry, but do you want a small plate before you go to work?” Kevin glared at his dad.

“I’m going to be late,” he said, before stomping across the living room and leaving the apartment. Benji could hear the stomps fade away.

“I swear, your brother has never liked me,” his dad muttered.

“Kevin got a job?” Benji’s dad turned around to look at him.

“I didn’t tell you?” Benji shook his head, “Oh, well he got a job with this private security firm. Part-time of course, I don’t want him skipping out on university over a job.” His dad took another bite of pasta. “Now eat, like you said we have boxes to unpack tonight.” Benji nodded and went back to eating.

Chapter Text

While dinner at the Warren household passed easily between Benji and his father, dinner in the Davis-Morales home was… less so. Miles slowly ate chicken fried rice across the table from his father; they’d picked it up after Jefferson had embarrassed him in front of Visions Academy. Rio was at the hospital, so that left Jeff and Miles to their own devices. In the months since the collider had been blown up, Jefferson and Miles had grown closer. They talked more, Jeff helped MIles with his art, and Miles was less dismissive of his father. But as much as they had come to understand each other better, there was one last wall that neither was fully willing to tear down.

For Jefferson, it was knowing that his son was hiding something from him. He had a feeling that it had to do with the week where Miles disappeared before Aaron died, but he couldn’t be sure. But he picked up on when Miles was lying about where he was going (always “Ganke’s place”) or when he was holding back; Miles always made the same look down and to the left, like he was guilty, but somehow also not. Jeff knew that as a Responsible Parent he should confront his son about it. But then again his son had disappeared for a whole week, A WEEK, and how was he to know confronting Miles wouldn’t make him disappear again. So he didn’t ask Miles.

For Miles, it was knowing he should tell his parents he’s Spider-man. May knew Peter was Spider-man and that turned out great; he even got a secret headquarters under their house (Miles doubted his parents had the money for that but still). But his dad was a cop, and even if he and Jeff had been building a working relationship through the mask Miles still wasn't sure about how his dad really felt concerning Spider-man because, well, Jeff stopped bringing it up. Miles had had a friend at his old school who had been loved by his parents, came out to them as gay, and then Miles didn’t see him again before he switched schools because the parents who loved their son had disowned him and he went to live with his aunt. Miles knew it wasn’t the same situation, but the idea of parents who love you disowning you for something you can’t change still scared him. So he didn’t tell Jeff.

Which is why they sat across from each other, silently eating chicken fried rice. Jeff had already been brought up to speed on Miles’ week, on the new kid Benji and how Miles was going to go hang out with him tomorrow. Jeff had never met the kid (or his parents, which made Jeff more nervous), but he sounded like a good kid so he’d let this one go. Now all that was left to say was the stuff they didn’t want to. Miles shoveled the last of his dinner into his mouth, then picked up his plate.

“Where are you going?” Miles looked up at his father, cheeks full of rice.

“Homework.” Miles eked out, a small clump of rice escaping out his mouth and landing on the table. Jefferson stared at it, then sighed before nodding.

“Just make sure you put your dishes in the dishwasher,” he smiled before continuing to eat his own dinner. Miles nodded and carried his plate to the kitchen, while continuing to chew on the rice still in his mouth. He rinsed his plate and put it in the dishwasher, then escaped to his room. For the next half hour he DID do homework, so Miles wasn’t technically lying. But there wasn’t much yet (it was only the first weekend), so by the time he slipped into his costume and slipped out the window there was still the faint hint of orange on the horizon.

He hadn’t patrolled all week, letting himself fall back into the swing of high school (heh, swing). Also, if the Man in Black had been serious about knowing whenever Spider-man went out, he might’ve followed Miles back to Visions, so he didn’t want to risk it in case the Man in Black was watching the school. But there was no way the Man in Black was watching Miles himself, so maybe he was fine. Nonetheless, for the next two hours, while he swung through Brooklyn, he didn’t let himself rely only on his Spider Sense. His eyes darted to rooftops, to alleys, watching for any shadows that didn’t belong. 

Patrolling was for the most part without incident that night. He helped a cat down from a tree at the behest of a little girl in a pink dress. He helped a squadron of elderly women cross the street on their way to Bingo (he thought one of them was Betty White, but then the mean, tall one called her Rose and that was the end of that). There was a bodega getting robbed up in Bushwick, but when Miles had shown up, both robbers just threw down their guns, put their hands up and walked away. They didn’t make a fuss when Miles webbed them up outside. It was a surprisingly tame night.

Which is what he was thinking as he swung home. The night was still young, but Miles felt tired so now was as good a time as any to go home. Streetlights blurred past underneath him, and the sounds of the roaring city lulled him into a deep, comfortable peace as he returned home.

Being suddenly hit out of the air surprised him, to say the least. 

The force sent him flying through the air, arcing sideways and through a long since boarded up window. Miles’s body and the splintered wood all clattered to the ground on the other side. The wind knocked out of him, Miles struggled to get to his feet. Bracing himself against an old couch, Miles sat up and looked around. He was in the very dusty living room of a very dusty apartment. The boards on the windows (and now the floor) led Miles to believe the building he’d crashed into had been unoccupied for some time. 

Miles had been on the end of a swing when he’d been hit, which he hadn’t seen coming at all. Hell, he hadn’t FELT it coming either. So clearly, he’d been hit by the Man in Black, unless there was some other supervillain out there who didn't show up on his Spidersense. Miles’ head whipped around the room looking for him. He wasn’t there. So where had he-

The ceiling above Miles crumpled into splinters, and Miles barely had enough time to think before the Man in Black came crashing down into the living room. So he froze, back to the couch, and prayed his biological camouflage had kicked in in time.

“Where are you, Spider-man?” The Man in Black intoned as he looked around the apartment, “I just want to talk.”

Sure Jan.

“Are you invisible Spiderman?” The Man in Black asked as he crept towards the kitchen. Miles listened as the boot steps went away, and took the moment alone to try to stand up. Halfway through standing up, his left ribs gave a yelp and Miles gasped. The boot steps stopped somewhere down the hallway.

“Shit,” Miles hissed.

“Helloooo…” the boot steps picked up again, this time coming back to the living room, “It’s me…” The Man in Black walked back into the living room, “I was wondering if after all these years you’d like to meet”. Miles, still camouflaged, leapt upwards and clung to a section of ceiling that hadn’t come down. Miles desperately ignored the pain in his midsection, not wanting to give away his position again. As the Man in Black looked around the living room, Miles slowly crawled to the giant hole in the ceiling, then, with one final look back at the Man in Black, crawled through it into the apartment above.

It was identical, save for a different couch and, well, a giant hole in the floor. Miles snuck around it to a door, which he assumed led into the hallway. Going out the window felt risky with the Man in Black below him, but maybe he could get to the roof, get away from there. Miles slowly turned the knob, listening for the boot steps downstairs. They were slow, moving back and forth throughout the apartment below. When the latch clicked, the boot steps didn’t stop. So Miles pulled the door open and ran. 

When he found the stairwell, Miles saw the door to it propped open with a stray brick. Miles wasn’t sure if this, in a clearly abandoned building, was a good sign or not. He hesitated to open the door. It was all the Man in Black needed really; that moment of hesitation. The floor beneath Miles cracked and two black gloved hands erupted through the crumbling floorboards and grabbed his ankles. Then he got tugged down, HARD, and Miles went falling through the floor. Then he hit the ground on the floor beneath, looked up at the Man in Black, and felt that ground give way too. Then he was falling again. 

After hitting the floor for the third time in five minutes, Miles groaned and watched as the Man in Black jumped down and stood over him. “You know, until you showed up the worst thing I dealt with all day was a cat named Pickles.” The Man in Black huffed at the snarky comment.

“Well, I did warn you about being Spider-man again.”

“Well that’s the thing asshole; being Spider-man isn’t something you just turn off.” Miles groaned as he sat up, then slowly stood to his feet, “Because being Spider-man isn’t about living up to a name, or inheriting a legacy. It’s about doing the right thing when others can’t.” Miles stood all the way up and realized, for the first time, that the Man in Black was about his height. And sure Miles had grown a lot since he got bit but he was still pretty short.

“Wow,” muttered the Man in Black, “Where’d you get that from, a fortune cookie?”

“No, from a janky hobo. What are you going to do about it?” The Man in Black swung the first punch. Miles raised his arm to deflect the hit, then grabbed the Man in Black’s forearm and twisted his body to throw the Man in Black over his shoulder. The Man in Black flew head first down the empty hallway before landing in a crouch at the other end.

“You still wanna do this huh?”

“Nothing I’d rather do,” replied Miles as he took a defensive stance.

The Man in Black grunted before running at Miles. The Man in Black threw another punch, but Miles jumped out of the way as the fist whizzed past him and into the wall; the Man in Black had put too much force into it, and now his whole right side was open. Miles sent a small uppercut into his ribs, then another quick jab before the Man in Black could react. The Man in Black seemed to ignore the pain because he took the fist that had gotten stuck into the wall and swung out at Miles with it, like a battle club. The fist caught Miles in the ear, and slammed him into the wall. The Man in Black pounced at him, but Miles kicked out his foot and pushed him against the opposing wall of the hallway. In one quick motion, Miles pushed up with his other foot and twisted, kicking the Man in Black in the face with his free foot, then pulling everything in so he was crouched halfway up the wall.

When the Man in Black stood back, Miles pushed off the wall and slammed the Man in Black through the other side of the hallway and into the apartment beyond. They busted through the back of an old Frigidaire, blasting the door off the hinges as they sailed through the vegetable crisper. Sailing through the small kitchen area of the apartment, Miles vaguely noted an island counter on the other side just before the Man in Black’s back slammed into it. In a flash, the Man in Black used his new support to launch Miles over him and into the living room. Miles arced through the air, coming to a stop when he slammed against a dusty painting before crashing onto and through a termite-riddled coffee table. Both Miles and the Man in Black groaned from their respective points in the apartment.

“Why’d you have to be an asshole about this,” called out the Man in Black, “You could’ve walked away and I take over and bim-bam, we’re good to go.”

“You know, usually it’s the good guys who do the quipping,” called back Miles, “And for someone who does a lot of talking, you sure know how to not listen to a single word I said.”

“Thanks, it’s genetic.”

“My compliments to your parents.” Miles muttered as he tried to sit up. Then a boot pressed itself into his sternum, and he collapsed backwards. The Man in Black stood over him, his tattered cape occasionally fluttering in the drafty building. “You get that healing factor from them too?”

The Man in Black stared down at him.

“I don’t know.”

“You know for someone as high and mighty such as yourself, you sure don’t know a lot.” Miles chuckled out. The boot pushed down on his chest and Miles winced and the Man in Black got closer to Miles’ face, his weight shifting more and more onto Miles.

“I do know one thing,” whispered the Man in Black, reaching for Miles’ mask, “That belongs to me.” The glove gripped at the edge of Miles’ mask, pulling up slowly along the left side of Miles’ face. When it got to the bottom of his cheek, the Man in Black hesitated, and that’s all Miles needed.

“I know something too,” Miles whispered back as he grasped the Man in Black’s boot, “don’t watch the mouth.” Miles felt his bio-electric shock charge up. 

“Watch the hands.” 

Miles released the built up Venom Strike into the Man in Black’s boot, and Miles watched as his whole body seized up. Then the Man in Black’s body went flying backwards through the apartment, and slammed back into the ripped open fridge and slumped to the floor. Miles chuckled for a second before he felt the wood floor underneath him crack.

“Goddam-” and the floor underneath Miles collapsed. Miles was sure he was gonna slam into another floor until he felt the coolness of rushing water envelop him. Miles burst up out of the water and gasped, looking up at the hole. Miles, who wasn’t a complete fool in his physics class, knew in theory that every action needs an equal and opposite reaction. He’d just never thought that would apply much to him until he literally shocked someone so hard he was sent through the floorboards and into the sewers.

Miles groaned as he stood up, holding his ribs in his hand. Then he looked one way down the sewer, then the other. This is some Curt Connors bullshit . Miles couldn’t decide which way to go, but then he heard a human groan from the apartment above, followed by a different type of groan that usually comes with two superhumans tearing through a dilapidated building like it’s made of tissues. Miles quickly decided on a direction, and shambled down the sewer.


It was half an hour later when Miles figured he was far enough away to get out of the sewer through a loose manhole cover, coming out in the middle of Ocean Avenue. That was how Miles knew that he’d likely gone in the wrong direction to get home. With a grumble, Miles went to swing when he felt his ribs give out and he went crashing to the ground instead. 

“Great,” he muttered into the pavement, “That’s just great.” Slowly he hoisted himself up and decided that swinging maybe wasn’t the best way home, and instead walked a few blocks to the nearest subway station. He got a few looks from some people, which was understandable since he was Spider-man and also bleeding and also taking public transit. One drunk guy, hanging off his less drunk friends, shouted a “Yo Spidey whaddup!” and Miles flashed him a peace sign, which the drunk guy absolutely loved. When Miles got home, it was midnight. He crawled up the building, shucked off his Spider suit, and groaned again as he collapsed into bed, the weight of the night falling on him. He felt absolutely drained, and soon enough, he was passed out in his bed, ignoring the shades of purple that littered his body.

Chapter Text

The scene was playing out the same way it had every night for the past 9 months. Miles could feel his uncle pulling the mask back down over his face, he felt Aaron put him down on the roof and he could hear the crunch of Aaron’s boots as he stepped away from Miles. Then came the “bang” of Kingpin’s gun. Then, as it did every night, the rooftop faded into an alley, and Aaron died in his arms, once again not saying anything. His judgmental eyes just kept glaring until they weren’t. Then he felt the presence behind him. 

This was where the dream changed on him. He turned around expecting to see his father pointing a gun at him again. But instead the Man in Black stood there, holding a pistol to Miles’ temple. The claw looped through the trigger jittered, like it was just waiting for it’s chance to pull back. Miles saw the Man in Black’s brow furrow through his black mask.

“I could have saved him, Miles. His death is on you.” Then he pulled the trigger.

Miles rocketed awake as the bullet sped towards him. He let out a scream, short and staccato. He waited a moment, letting his heart rate slow so that he no longer felt it in his head. He wiped a liter of sweat from his forehead, and turned to get out of bed when Rio burst in, holding a rolling pin like a bat.

“Jesus mami, knock!” Rio’s wide eyes scanned the room, and slowly she lowered the rolling pin to her side.

“I heard you scream and I-”

“I’m fine, mami. Just woke up from a bad dream.” Rio released the breath she had been holding in, and smiled weakly at Miles.

“You okay mijo?”

“Yeah, yeah. Like I said, just a dream.” Rio nodded, before ruffling Miles’ head.

“Okay. Now get up and come eat breakfast. I made pancakes.” Rio closed the door behind her to give Miles some privacy. Miles huffed, and turned to sit up on the bed. His ribs groaned as he sat up, and he looked down to survey the purple blotches that still covered his body. They’d faded enough that Rio couldn’t have seen them in the dark corner where he slept, but in the light that streamed through his window Miles could seem them clear as day.

Moving slowly, Miles slipped out of his room and into the bathroom, not wanting Rio or Jefferson to see the patch work littering his skin. Once in the shower, he turned the water on and let it run down over him, soothing his nerves and washing the dirt away. He inspected the bruises, trying to connect each one with each hit he’d taken the night before. There’s where he slammed into a picture on a wall. There’s where he took the force of flying through a boarded up window. That one is from slamming through two floors in a row. Once he dried himself off he slipped back out into the hall and into his room, changing into fresh clothes that covered as much of his skin as possible. Then he headed to the kitchen to join his parents for breakfast.


By the time Miles go the 30th Avenue station, Ganke had been waiting for him for about 10 minutes. Miles found him on a bench along the platform, hunched over his phone watching a Youtube gamer play Fortnite. As Miles approached, Ganke looked up, nodded and paused the video before pocketing his phone.

“Took you long enough.”

“I’m only 10 minutes late,” replied Miles, “And it’s not even my fault. I got held up.”

“Were you held up with…” Ganke looked around the platform and leaned in, “Spiderman things?” Miles snorted.

“No, I got held up with parent things,” Miles pulled out his phone and opened it, pulling up the Google Maps app he already had open. “Alright, I think I know where we’re going.” Miles started walking down the steps to street level, with Ganke following him.

“Dude, you haven’t gone out crime-fighting all week! You sure that dude in the black suit hasn’t gotten to you?” Miles spun around to face Ganke at the bottom of the steps.

“Yeah, say that louder, I plan on having all of Astoria know what I do as a pastime.” Ganke shrunk in on himself before letting out a meek ‘sorry’. “And I will have you know, I went out last night,” Miles pivoted on his heel and continued walking in the direction Google had told him to.

“Oh, good. For a second I thought this guy was gonna scare you off. What’d you do, stop any cr… crops?” Miles turned to look at Ganke, his eyebrows furrowed. Ganke shrugged, “I couldn’t think of anything else that starts with ‘cr’.”

“Yes I stopped some… crops. Also saved a cat from a tree, helped some ladies cross a street, and oh, how could I forget, got my ass handed to me on a platter.” Ganke’s jaw dropped.


“I’ll give you three guesses.” Ganke looked ahead, deep in thought.



“Doc Ock?”

“Also no.”


“N- what?”

“He’s a real guy!”

“I know he’s a real guy, but he’s also in Ryker’s!”

“Well I can’t keep track of who’s locked up and who’s broken out anymore.” Ganke crossed his arms in a huff. Miles sighed.

“No it wasn’t Kangaroo. It was Mr. Edgelord,” Ganke squinted at Miles in confusion, “The Man in Black.”


“Yeah, I thought it was easier to say than Man in Black.”

“No it totally is.”

“Still doesn’t roll off the tongue as well as I thought.”

“We’ll workshop it.” Miles nodded, before stopping Ganke and pointing down a side street. Miles then turned in that direction and Ganke followed. They walked in comfortable silence before Ganke spoke up.

“So what happened?”


“What happened when Mr. Edgelord kicked your ass?” Miles’ mouth ‘ohed’ while his eyes watched the numbers on the buildings they passed.

“Well, he showed up, threw me into a building that no one’s been in since Kate Winslet let Leo die, ground pounded me through three floors, then I tossed us through a refrigator-”


“Through, in through the rear, out through the door.”


“Yeah, that kinda sucked. Then I got launched into a wall, dropped onto a table, held to the ground by his boot. And the piece de resistance,” Miles waved his hands in a flourish, “I shocked him so hard that I blasted myself through the floorboards into the sewer.” Ganke nodded slowly, taking it in.

“The floorboard were right over the sewer?”

“Yeah, looking back that might be a good reason for the building to be condemned.” Ganke snorted while Miles smiled, “But yeah, everything hurts today.”

“You’re lucky you got that blast in though. Boot on the chest means he’s got you dead-to-rights.” Miles nodded.

“Yeah, I got lucky. He hesitated.” Ganke nodded before his brain caught up with his ears, then he swiveled violently to look at Miles.

“He hesitated?”


“Why did he hesitate?”

“I have no idea.” Miles muttered, before creasing his brow in thought. “You know, you said he had me dead-to-rights, but it's no joke. He had started taking off the mask before he hesitated.”

“HE STARTED TAKING OFF THE MASK?!” Miles smacked Ganke’s shoulder, “Sorry. But Jesus dude, LEAD with that! Does he know who you are?”

“No, no way. He only got this much off,” Miles point to where the Man in Black had gotten the mask rolled up to on his cheek. “Could you identify me with only this section of jawbone?”

“Hey, serial killers have been caught on less.” Ganke replied. Miles stopped on the sidewalk and stared at him.

“Are you really comparing me to a serial killer right now?!”

It took them another 2 minutes to get to Benji’s apartment building, the whole time spent with Ganke wanting to see Miles’ new bruises and Miles blatantly refusing to show him. In the lobby, Miles sent Benji a text saying they were downstairs. A minute later, Benji ambled out of a stairwell and opened the door into the building.

“Hey… guys…” Benji’s eyes flicked from Miles to Ganke and back to Miles. 

“Hey Benji…” replied Ganke. Then, when Benji didn’t move out of the way, Ganke continued with “So… you gonna let us in?”

“Oh! Yes! Yes, sorry. I’m kind of… out of it today.” Benji moved to the side and held the door open for Ganke and Miles to enter. “I had a late night last night.” Miles cocked his head.

“Late night?”

“Ye-yeah,” Benji stammered, “You know, unpacking.”

“Oh, right.” Miles nodded, then when Benji turned to lead them to his apartment Miles turned to Ganke and shared a Look with him. That kind of “What the hell is up with him today” Look. Ganke shrugged, and they followed Benji into the stairwell.

Up on the fourth floor, Benji lead the boys to his apartment before stopping right before and turning to them. Miles could hear music coming through the door.

“So, before we go in, I just wanna say my dad is a bit of a dork. Just a heads up, I apologize in advance.”

“More of a dork… than us…” Miles said while Ganke pointed between the two of them.

“As hard as it is to believe… yeah. Yeah, a lot dorkier,” then Benji turned and pushed the door open. Miles recognized the music vaguely, maybe as something Peter had listened to once. Something by Kenny… Rogers? Kenny Rogers was a guy, right? 

Benji closed the door behind them, and as it shut a man Miles presumed to be Benji’s father came out of the kitchen. Wiping his hands with a dish towel, he approached the boys before holding out his hand.

“Hi, you must be Benji’s friends.” Miles took Benji’s dad’s hand and shook it, and Ganke followed suit. 

“It’s nice to meet you Mr. Warren.”

“Actually, it’s Dr. Warren,” Benji said behind them. Dr. Warren pffted.

“Mr. Warren is fine. Or better yet, you can call me Miles.” Ganke slowly turned to look at Miles while Dr. Warren beamed at them.

“But… my name is Miles…”

“Yeah, isn’t that something?” Dr. Warren asked. “We might as well be related.” Benji softly groaned behind Miles and Ganke.

“Dad, please-”

“I know, I know, you don’t want your dad to embarass you in front of your friends. I need to head out to go grocery shopping anyway, so I’ll get out of your hair. Just need to finish up in the kitchen first.” Dr. Warren smiled at them before disappearing back into the kitchen. Ganke and Miles slowly turned to look at Benji.

“Yes, he’s always like that.” Ganke and Miles nodded slowly, “Come on, the Playstation is over here.” Benji headed towards the corner of the living room with the TV, and Ganke bee-lined behind him. Miles, meanwhile, ambled around the sides of the room, looking at the things the Warrens had on their walls. Family photos of Benji, his dad and a woman he presumed to be his mom; a display case with various butterflies pinned up; a framed poster for an old movie Miles hadn’t heard of. Miles came to a small table with a small army of framed photos on them, the largest and most prominent having four people instead of three in it: Benji, his parents, and a sullen looking older kid with black hair. Benji squinted at the older boy in the photo, getting the sense that he recognized him from somew-


Miles jumped in the air, then turned to face Dr. Warren, who had a big bright smile on his face. He let out a chuckle at Miles’ terrified expression. “Don’t worry about it Miles. In fact, it’d be rude if you weren’t.” Miles let a nervous laugh escape his mouth before turning back to the photo in his hand.

“Who’s that?” He asked, pointing at the fourth figure in the photo.

“Kevin, my other son. He’s a bit more rebellious and antiestablishmentarian than Benji is. He’s at work today though, so you don’t have to worry about getting on his bad side like I do.” Miles looked at the other photos on the table.

“He’s not in any other photos though.” Dr. Warren nodded.

“Yeah, he doesn’t like to have his photo taken, something about the government knowing where he is, I think.” Dr. Warren reached over and gingerly took the photo from Miles’ hands. “My late wife desperately wanted a picture of the whole family though, so he relented just once.”

“I’m sorry for your loss,” Miles whispered. Dr. Warren nodded, a little wetness in his eyes before he put the photo back.

“Thank you Miles,” he replied. Then Dr. Warren turned to leave, but banged his foot against a box on the ground. “Gah! Dang it!”

“Are you okay?”

“Yeah…” Dr Warren sidestepped around the box, “Yeah, I just thought Benji had put all the boxes away when he went to bed early last night.” Early? “Okay, well I’m off boys. Benji if you think of anything else you need from the store text me, okay?”

“Okay dad!” Benji called over. Dr. Warren gave his son a thumbs up before leaving the apartment. Miles walked over to where the boys were setting up the Playstation.

“So, what do we play first?”


Two hours later, long after Dr. Warren had come back from the grocery store with sodas, Miles needed to go to the bathroom.

“Down the hall at the end,” Benji called, not looking away from the screen as he and Ganke battled for dominance. Miles nodded then headed down the hall past more family photos. He reached out to grab the door handle of the bathroom.


Miles flinched. For the first time in a week, his Spider Sense had decided to speak up. A weird time too, as his hovered over the door handle.


Miles whipped his head around. There was nothing there. Great, just great, for a week it doesn’t pick up anything and now it’s picking up stuff that isn't there.  


Miles realized he was looking into Benji’s room, the open door letting the sunlight from the window filter into the hall. Miles took a tentative step into the room. Nothing was sticking out to him as unordinary. It looked just as disorderly and lived in as his own room back home.

What is it I’m missing here?

Miles glanced around the room. His brain screamed at him about a nearby danger but he couldn’t see it. 

“There’s nothing here,” he muttered to himself, then turned to go to the bathroom when his leg grazed something froeign. He looked down. Sticking out of the bottom drawer of Benji’s desk was a black piece of fabric.


Miles slowly bent down and grabbed the end not stuck into the drawer. Then, just as slowly, he lifted it up to inspect the other side.

The white eyes of The Man in Black stared up at him.

Miles dropped the mask and stood up,wheeling backwards into the wall behind him. No no no no, this can’t be real , he thought. But it was. Miles had stared dead into the white eye patches just the night before. He knew exactly what they looked like, knew the exact shade and shape. That mask that had terrorized him for the past week was hanging out of Benji fucking Warren’s desk.

Miles scrambled out of Benji’s room and into the bathroom, slamming the door behind him. He felt his heart rate speed up. He gripped onto the sink and stared at himself in the mirror. He was sweating. His pupils were tiny. His hands were clammy and he was having trouble breathing. There was a knock on the door that made Miles jump.

“Miles?” Benji called from the other side of the door, “Is everything okay? Ganke and I heard you make a lot of noise.” Miles looked back at himself in the mirror.

“Oh, sorry, I… I thought I saw a rat.”

“A rat?”

“Yeah, but it was just a shadow,” Miles called back, feeling his heart jackhammer away inside him, “Sorry to freak you guys out.” Silence.

“You sure you’re alright?” Benji asked back, barely more than a whisper. His tone, even through the door, sounded more ominous and foreboding than it had a second ago. Miles gripped the sink.

“Yeah, yeah.” Miles took a deep breath.

“Everything’s fine.”

Chapter Text

When Miles got home, it was still mid-afternoon. Rio and Jeff were enjoying the chance of them both having a day off, curled up on the couch watching reruns. Carl Winslow and Steve Urkel were sharing the screen when Jefferson heard the door open and close, followed by the tap-tap-tap of Miles booking it down the hall.

“Miles, how did it go at Benji’s?”

“Fine,” answered Miles, as he kept walking forward, straight to his room, then slammed the door behind him. rio and Jeff both looked at the door, then at each other. Rio shrugged.

“I get the feeling that things aren’t that fine,” muttered Jeff.

“Should we ask?” whispered Rio. Jefferson looked up at the closed door, then back to Rio.

“As responsible parents we probably should.”

“We probably should,” repeated Rio, nodding in agreement to her husband. Jeff looked back at the door.

“Hey, Miles,” the bedroom door opened and Miles’ head appeared, wide eyes staring at them, “You sure everything is fine?”

“Yup!” Miles replied, adding an extra pop on the ‘p’, before retreating back into his room and shutting the door. Rio and Jeff stared at the closed door for a little while longer.

“I mean, if it were really bad he’d tell us right?”

“Oh yeah.”

“So we’re fine. Everything is probably fine.” Rio nodded in agreement as they went back to watching Family Matters. 

In room, Miles paced back and forth while he waited for the interdimensional doohickey to boot up and call Gwen. After what felt like ages, it finally started to ring. She picked up after three rings. On the other side of the tear in space and time, Miles saw the familiar sight of Gwen’s room behind her.

“What’s up Miles, wh- why are you pacing? Are you okay?”

“Nope,” Miles started violently shaking his head, “Nope, not okay. Very not oka. In fact, this is top five least okay I’ve ever felt!” Miles looked at Gwen, her face scrunched into confusion.


“I don’t even know!”

“Miles, calm down and just… back it up. From the top, what is going on?” Miles clapped his hands together loudly.

“Okay, so! Remember how I asked you a while ago about the whole not feeling a bad guy with my Spider Sense?”

“While ag- Miles that was literally only four days ago.”

“Four days…” Miles collapsed back onto his bed, “Oh boy I’ve had a long week.” He exhaled a breath he didn’t know he’d been holding and stared up at the ceiling before sitting up and looking at Gwen again. 

“So the thing from four days ago.”

“Right, right, so the whole villain didn’t get picked up thing. So, i only talked about this one guy, called himself the True Heir of Spider-man-”

“That’s the name he’s going with?” interrupted Gwen, “Doesn’t really roll off the tongue.”

“I know, believe me, I’ve told him. Anyway, this whole time he’s been trying to kill me because he thinks I’ve stolen his birthright or something. He shows up when I’m out, kicks the crap out of me and almost kills me TWICE.”

“Okay… okay this is a bit of a problem-”

“Oh that’s the just the surface,” Miles says, getting closer to the portal, “that’s just the shitty tip of the shitty iceberg. Because, while all this is happening, there’s a new kid at school!” Gwen squints her eyes.

“And you… like this new person at school?” Miles snorts.

“What are you talk- Can I finish please?”


“So this new person also didn’t set off my Spidey Sense which was a little weird because the guy looks EXACTLY like Peter!”

“So this other guy… kind of looks like Peter…” Miles started shaking his head.

“Nonononononooooo, he looks EXACTLY like Peter. But instead of being an older hobo Peter like Peter B., he’s a younger, snarky Peter.”

“So, another Spiderman-”

“Also no. Because a) didn’t ping my Spider Sense, and b) he doesn’t glitch.” Gwen stared at Miles. “Okay, so now we have Person A,” Miles held up his left hand, “Who has Spider powers and is tryna kill me and doesn't ping, and Person B,” Miles held up his right hand, “Who looks identical to Peter Parker and also does not ping.”

Gwen stared at Miles’ two hands. “That’s not great.”

“And you wanna know the most not-great part of it?” Gwen, hesitantly, nodded. Miles took his two hands and slammed them together, “They’re the same FUcking person, Gwen.”

“Miles you ever heard of a Pepe Silvio?”

“No, what is a Pepe Silvio?”

“It means I think you’re seeing patterns that aren’t there.”

“Nonono, Gwen, listen. I was over at his house today, the Peter lookalike, to hang out. I found a the True Heir’s mask in his bedroom. And it’s not a mask that kind of looks like his mask, it’s the exact. Same. Mask.” Miles’ breaths came out forced and heavy, “I’m not crazy, Gwen.” Gwen nodded slowly.

“I know,” she whispered. “Miles… I think you need to call Peter on this one.”

“No,” Miles jumped up off the bed, “No, no I can’t.”

“Miles, he and Ham have the most experience between all of us. They’ve probably faced whatever is going on with you before.”

“I don’t want to worry them.”

“But you’re worrying me!” Gwen inhaled before letting out a ragged breath. “Miles, you’re worrying me.” Miles stared at his shoes before slowly nodding.

“You’re right,” he whispered, “You’re right. I’m… I’m sorry.” He didn’t dare look Gwen in the eye.

“Look, for what it’s worth I… I asked around about the Spider Sense thing,” Miels looked up at Gwen, “Peter had something similar when he dealt with his Venom. It had latched onto him when he was younger, and since then his Spider Sense didn't warn him when Venom would attack for a long time after that. Something about… being genetically coded, or something. Like his Spider Sense still thought of Venom as an ally.” MIles nodded slowly. “Does that help?”

“Maybe… I don’t know.” Miles tried to figure out how this piece worked into the puzzle that was slowly forming around him. “It’s gotta be part of it.”

“Miles… please, talk to Peter.” Miles nodded. “I won’t tell him, because this is your thing but… if you don’t call him this could only get worse.”

“I know… I know. Thanks, Gwen.” Miles looked up at Gwen and saw a small tear roll down the side of her face. “I’ll call him this week.” Gwen nodded slowly.

“Before it gets worse, right?”


“Okay… and Miles?”

“Yeah?” Gwen looked at Miles, her mouth slightly open, like she had something she wanted to, no, needed to say. Then she closed her mouth.

“Good luck Spider-man.”

“Thanks, Spider-woman.” Gwen smiled at him, the corners of her mouth edging up. Then she disconnected the call. Miles stared at the empty space where she had been before collapsing backwards into bed. He’d call Peter later. But for now he just needed a nap. And slowly he closed his eyes, and went to sleep.


Up on the mezzanine, the Shadow Man watched Curt Connors work. The scientist was knelt down in front of one of the tubes, his only had tapping at the screen. The Shadow Man wasn’t sure exactly what he was doing down there, but so far the doctor’s work had been excellent. The “samples” were showing signs of improving, getting better after about a decade of being locked away. 

He heard a noise in the room behind him, the distinct sound of heavy boots impacting onto concrete. The Shadow Man checked his watch and grunted, before turning and entering the room behind him. Where the room had been kept dark for when he had recruited Dr. Connors, it was now well lit. Boards that had covered the windows had been removed in the past week allowing the street lights to filter in from outside.

One window in the corner had been opened, and a cool breeze filtered through. The Shadow Man closed the door behind himself, crossed the room and closed the window.

“You’re late,” he muttered before turning to face the Benji Warren.

“Traffic was bad,” he quipped, “You wouldn’t believe how backed up the tunnel was.” The Shadow Man stared unmoving, before Benji looked down and away. A loud clang came from the warehouse, causing both the Shadow Man and Benji to look towards the source of the noise. Benji turned back to the Shadow Man 

“Am I ever going to know what’s in there?” Silence. “Didn’t think so.”

“Why did you need to meet, Benjamin?” Benji took a deep breath.

“ I think I’ve figured out who Spider-man is. The new one.”

“Is he dead?”

“No, he’s-”

“Why isn’t he dead?”

“Will you let me get to that, jeez.” Benji sighed, “He’s kind of… a friend of mine…” The Shadow Man stared at him.

“But you don’t have friends.”

“Wow, rude.”

“You were specifically chosen for this because you don’t have friends.”

“Look, I made friends at school, okay?” Benji sighed again. “And Miles has this bruise on his cheek and then I was going to take his mask off and I saw the bruise, I SAW it, and I froze. Then he got away.” The Shadow Man sighed.

“As mad as I could be about him getting away, I can’t deny knowing his identity is a step towards our goal.” The Shadow Man approached Benji. “It makes killing that much easier.”

“I don’t know if I… if I CAN kill him.”

“Because he’s you…”

“Friend, yeah yeah because he’s my friend.” Benji stepped away from the Shadow Man, “I know you’re a cold, calculating psychopath-”

“Thank you.”

“But I’m not. And Miles is a good guy, he’s a sweetheart. It’d be like killing a puppy.” Benji sighed as the Shadow Man nodded.

“Do you know why I chose you for this?” Benji looked up at him, then shook his head. “It’s because, Benjamin, you are destined for greatness. You think the powers that you have can just be given out, like candy?” The Shadow Man walked over to Benji and put his hand on Benji’s shoulder, “No, it is not. You were meant to take on the Spider-man mantle, you were born for that great purpose and this… Miles… took that away from you.” Benji looked at the floor sadly.

“Do you want, your birthright, Benjamin?” Benji murmured something towards the floor, “Please, be louder the hearing in this thing isn’t amazing.”

“Yes,” Benji replied, “I want… I want my birthright.”

“Then you will have to take it back, like we discussed,” the Shadow Man walked towards the door. He opened it, and turned back to Benji one last time.

“Even if it means killing this friend of yours,” Then he looked out the door, “Miles… has to die.”

Then the Shadow Man walked out onto the mezzanine and closed the door on the conversation.

Chapter Text

By four o’clock on Sunday, Miles still hadn’t called Peter. He told Gwen he would, and he was going to, he just needed to work up to it. So Sunday was spent in front of the TV, with his mom, watching Netflix and eating things he likely shouldn’t. Come 4:30, Jefferson walked in the door laughing about something with his partner, Officer DeWolff. Rio looked back at them over the back of the couch while Miles kept his eyes on the TV. 

“Good day at work, mi amor?” Jefferson put his hat down on the kitchen table as he went towards the fridge.

“Yes, it was a nice, quiet day. No major crimes, no supervillains,” Jefferson opened the fridge and grabbed two beers, “And above all, no Spider-man.” He motioned to DeWolff with one of the beers, who shook her head. He put it back in the fridge and closed it.

“Yeah we don’t get many quiet days,” added DeWolff. 

“Why did you say ‘no Spider-man’ like that?” asked Miles.

“Oh don’t don’t worry about your dad, Miles,” DeWolff said, “He acts like he doesn’t like him but we all know he’s soft on the little guy.”

“I am not!”

“Pffft sure, and I’m an alien,” DeWolff joked. “We have a bet at the precinct about when you’re gonna adopt him.”

“Why would- Why would he wanna adopt Spider-man?” Miles felt the sweat on his forehead accumulate.

“Yeah Jean, why in the hell would I want to adopt a vigilante?”

“Gee Jeff, it’s not like you’re always making sure the kid gets to school, and constantly telling him to go to the hospital when he gets shot, and regularly, and I do mean regularly, making us go out of our way to follow him around. Do you know how many times we’ve left our patrol area to go where Spider-man is Jeff?” DeWolff pulled out her phone, smiling, as she flipped through her files. 

“You’ve kept track?” Jeff asked.

“Yes I kept track, and it’s 32, by the way.” DeWolff held up her phone for Jeff to see. "The most recent being that Lizard attack in Chinatown. Chinatown! We crossed a bridge! You’re really gonna tell me you don’t have a soft spot for the new Spider-man?”

“Jean!” Jeff put his beer bottle down a little harder than he likely expected to, startling everyone including himself. “I think that’s enough.” DeWolff stared at Jeff before slowly nodding.

“Yeah, I, uh, I have to help a friend move anyway.” She headed for the door, before giving one last look back at Jeff, “I’ll see ya tomorrow, Jeff.” Then she left the apartment. The minute the door closed, Rio stood up and walked over to Jeff.

“What the hell was that?” she asked. Jefferson looked away, keeping his eyes on the floor. “Jeff, talk to me.”

“Rio, you know how I feel about this stuff I-”

“How do you feel about it?” Miles asked, now completely ignoring the TV behind him. He propped himself up, forearms resting on the back of the sofa. Jeff looked at his son, unsure what to say.


“I mean,” Miles cut his father off, “you used to talk about these things a lot when the old Spider-man was around, but you never talk about the new one. And everything Mrs. DeWolff just said, I just… I’m confused.”

“Miles I-”

“Like you clearly care enough to follow him around and check on him but even suggesting that you care about his well-being seems bad. I get it if it’s an official police thing of not supporting him but we’re not in public.”

“Of course I care,” Jefferson interrupted, “He’s clearly just a kid. Someone needs to make sure he doesn’t get himself hurt, or anyone else for that matter.”

“Then why did you react like that?”

“Because I don’t approve. I have never approved of Spider-man.” Miles recoiled slightly, shifting weight off of his forearms. “Look, Miles, Spider-man undeniably does a lot of good. But for all the good, there’s bad too. Every night he goes out there, he…” Jeff pauses to work out his words, “he supports this idea of vigilantism that I just cannot condone. And the supervillains he’s up against? They just get more and more brash and excessive everytime he fights them!”

“You can’t honestly believe that they’re like that because of him.”

“No, but he’s not helping there.” Jeff stopped, and then remembered something before pointing at Miles, “You know, this past week, he told me there’s a new guy out there?”

“A new guy?” Rio asked.

“Yeah, some mean guy in black. He told him to stop being Spider-man or he’d kill him.” Miles looked away, hoping that his father wouldn’t see his face give any indication that he personally knew more about that than he should.

“Jeff that’s horrible!”

“But he’s not going to stop, and this guy is going to kill him, for what? Fame? Some weird sort of moral code?”

“Weird moral code?” Miles looked back at his father, “Weird moral code?! What do you even mean by that? Have you even thought about it from his side? He’s got these, these, these weird powers. He doesn’t know what to do with them but he knows he can either do nothing, or do, do something,” Miles realized he was rambling but he couldn’t stop, “He can save lives, do amazing things the police can’t and you just want him to quit?!”

“Miles he’d going to get himself killed!”

“That’s his choice, dad!”

“Well it wasn’t Aaron’s!”

Miles fell silent. Rio stared up at Jefferson with big, saucer eyes.

“He was there, when Aaron died, Miles, did you know that?! He was there, and he couldn’t save him because he’s just a kid!! And I want him to stop before other people die because he’s too young and stupid to be able to do anything about it!! In the end, it’s his fault, and I hope he knows that!”

Miles felt the tears brim and then slide down his face. Before he knew what he was doing, he slid off the couch and dashed towards his room.

“Miles wait-”

But it was too late. Miles slammed the door behind him. Jeff let out a breath he didn’t know he was holding. He looked at Rio, he looked back at him with an accusatory stare.

“I know,” he whispered, glancing back at Miles’ bedroom door, “I know.”

In his bedroom, Miles paced angrily. His fists balled up against his temple, he couldn’t hold back the tears that came.

It’s my fault. Everyone knows it’s my fault.

Miles went to the drawer where he hid his suit and pulled it out. He pulled the drawer open and glared at the bright red spider ensignia. He grabbed a pair of scissors and held them, ready to attack the material. 

I could just cut it up and be done.

Miles clicked the scissors in his hand, but didn’t move to cut the suit. Instead, his breathing steadied, and eventually he lowered his hand. He closed the drawer, and gently replaced the scissors on the table.

He didn’t go out that night, instead opting to lie in bed.


“Dr. Connors!” Curt jumped, having not heard his mysterious benefactor approach him, before turning around from where he was hunched down beside a tube. The Shadow Man stood above him, weird dog mask thing glaring at him from up on high, “How are we doing? Are things moving as scheduled?” Curt huffed before slowly standing up, using his one hand to steady himself as he stood.

“Actually,” he said, ready for the shitstorm he sensed was going to come, “We are not.”

“Hmm.” The Shadow Man nodded, “I sensed this moment would come. I take it something is missing?” Curt was bewildered. He’d dealt with supervillains with schedules before, this point usually involved more yelling, more ‘Well MAKE it work!!’, more threats of violence. Not a casual ‘Figures’.

“Umm, yeah,” he stammered, “The notebook is, it’s incomplete.” Curt shuffled past the Shadow Man to the trolley he’d left the notebook on, “For the most part everything is there, the formulas, the lab notes, but-” Curt flipped the notebook open to a particular page, where a ripped piece of paper jutted from the spine, “Something is missing. Whoever your scientist with a moral code is, he clearly didn’t want anyone to continue his work.” The Shadow Man nodded.

“Is there anyway to figure out what was on that page?” Curt shook his head.

“Whatever was on this page was completely relegated to just this page. I found a later note about B-Strain, but I have no idea what that is, let alone what type of compound it is. All I do know is that if we were to move forward without it, all the subjects would be-”

“They would be unstable.” The Shadow Man finished. Curt nodded, unsure how he knew that, “Hmm, we definitely don’t want that do we?”

“The only way we could know what’s on that page is to talk to the original scientist.” The Shadow Man nodded again, ever the patient man. It honestly frightened Curt more than any violent psychopath he’d ever worked for. The Shadow Man suddenly froze, then looked back towards a shelf where he kept Curt’s own Lizard serum.

“Dr. Connors, I may just have an idea for that.”

Chapter Text

Come Monday mourning, Miles just wanted to get out the door and get to school before his parents had a chance to talk to him. Dealing with Benji, a literal supervillain, seemed like a far better alternative to dealing with what happened the night before. But that just wasn’t in the cards, because when Miles came running out of his bedroom an hour earlier than he needed to, fully dressed and pulling his suitcase, he was confronted by both parents, awake and sitting at the kitchen table. 


Jefferson stood up slowly, and Miles saw he was already in his uniform. Jeff grabbed his policeman’s hat in both hands and held it in front of his chest.

“Leaving for school?” MIles nodded, gripping the handle on his roller bag and getting ready to run, “Cool, cool… I can give you a ride if you.” Rio sighed beside him and leaned forward over her coffee, pinching the bridge of her nose.

“Uh, no, thanks. I’m… good. Got plenty of time to get to school.” Jefferson nodded, then slowly went to sit back down before Rio stopped him with one hand and a quick ‘nope’.

“Are you sure? It’s… it’s no skin off my back.” Jefferson looked… sheepish? Miles had never seen his father look anything remotely like ‘sheepish’.

“No, dad, it’s-”

“Miles,” interrupted Rio, never having taken her eyes off her coffee, “go with your father.” Miles gulped, nodded, and slowly rolled his way across the apartment to follow his dad to the car.

Three times, Jefferson tried to start a conversation with Miles in the car. Three times. Miles knew because he could see his father’s mouth opening and closing, like he was formulating what to say then deciding it wasn’t good. By the time they got to Visions Jeff still hadn’t said anything.

“Alright, thanks for the ride.” Miles gripped the door handle to open it and leave.

“Miles wait-” Jefferson looked back at Miles, his eyes pleading for him to stay just a little bit. Miles let his hand release from the handle. Jefferson’s mouth did the opening and closing thing again, and just when Miles thought he wasn’t going to say anything again Jefferson continued.

“I said something last night, and I was wrong to say it. As much as Spider-man is still very young and inexperienced, and that inexperience could get someone hurt I don’t… I don’t think Aaron’s death was his… fault…” Jefferson looked up at his son as Miles sank backwards into the vinyl seat, “I was angry for a long time. I wanted to blame anyone, and I did. I blamed Spider-Man, then Fisk, then Spider-Man again, then Fisk again, then myself, but… it’s no one’s fault other than Aaron’s. Aaron was…” Jefferson catches his words for a second before continuing, “Aaron was an adult. And his decisions were his own. Be it choosing to be The Prowler, working for Fisk, whatever. Those decisions were his own, and it’s those decisions that killed him. The only person who could have realistically saved Aaron was himself.”


“One sec, I’m not done.” Jefferson took a deep breath, wiping his eyes before he continued, “It took me a long time to understand that. And I didn’t get here alone, your mother and I talk about this sometimes, Jean helps out, and I… I’ve been seeing a therapist. Turns out so many people on the force have known people who became supervillains that there’s a support group.” Jefferson chuckles quietly.

“Who’d’ve thunk,” whispers Miles.

“The point is Miles… I’m still healing. And sometimes, when I’m angry or upset, I might say things I don’t mean. And I haven’t talked to you about any of this before and I’m sorry. You and I… We were doing so well and I thought leaving all of that out was better for us but it was just hurting you.” Jefferson sighed, “I’m sorry, Miles.” Silence filled the car.

“Was that how you and mom practiced it?” Jeff let out a quick laugh.

“A little bit, I lost the script about midway through but I got there.” Miles chuckled and wiped a tear away, “How’d I do?”

“You did great dad,” Miles leaned forward and hugged his dad before reaching for the handle.

“Oh and MIles,” Miles turned to look, “If your mom asks I did it before we got to school, not after.” Miles cracked a big smile.

“Got it.” Then he stepped out of the cop car.

Miles dropped his roller bag off in his dorm first, and finding no sign of Ganke yet decided to go downstairs to his locker to get a book he’d need for homeroom. When he got to his locker the halls were already starting to fill up, people milling about in small groups as others like Miles tried to maneuver past. Miles got to his locker, spun the lock to open it, and started sifting through the books and papers he had in there.

Then the hairs on his neck stood up. Right, that. Crap.

Miles slowly grabbed the books he needed and pulled them out. He grasped the locker door and slowly pulled it closed. Benji was standing on the other side, hands grasping the strap of his messenger bag. Without taking his eyes off Benji, Miles closed his locker all the way. The chatter from all the groups around them died away as Benji and Miles stared each other down.

“There you guys are,” Miles felt a hand clap him on the back as Ganke came up behind him, “I thought you’d be up in the dorm.”

“No, I had to get some books for homeroom,” replied Miles, momentarily taking his eyes off Benji to respond to Ganke, “Then Benji… showed up. He really has a knack for… showing up.” Ganke looked at Miles quizzically.

“Sure… I guess…” Ganke turned to Benji, “It was a lot of fun at your place on Saturday.”

“Yeah, it was great to have you guys over,” Benji said, adjusting his grip on his messenger bag, “See what’s up outside of school.”

“Yeah,” added Miles, “I’m sure you’ll be seeing a lot of what we do outside of school.” Benji slowly looked from Ganke to Miles. In this moment, Miles knew, not only did they both know, but now they both knew they knew. 

“Can’t wait,” Benji said, not taking his eyes off Miles.

“What the fuck,” Ganke muttered under his breath, just as the bell rang. Students around them started filing into classrooms. “So, homeroom, classtime…” Ganke clapped his hands together, “Learning… You guys, uhm, you guys coming?”

“We’ll catch up,” replied Miles. Ganke looked from Miles, to Benji and back to Miles. Ganke noticed a small bead of sweat sliding down to the side of MIles’ face.

“Okay,” he gave one last look to Miles, “I’ll see you guys in class… Don’t be late.” Ganke then backed away and headed to class. Miles and Benji didn’t move until the last student entered their classroom. Miles looked down the hallway behind Benji, then behind himself, before turning back to Benji.



Miles and Benji nodded at each other.

“What do we do now?” asked Miles. Benji just stared at Miles. Miles sighed, “So we do that, huh?”


“You sure about that?”

“Pretty sure.” Miles nodded. The homeroom bell rang. They were officially late to class. “Let’s get to it, then.”

Benji threw the first punch, arching through the air at Miles. Miles stepped back to evade it, and the first continued it’s arc until it impacted with Miles’ locker, indenting it.

“Oh come on,” Miles muttered, before Benji’s other fist arched at him. Miles backed away from that one too, before Benji then dashed forward. Tackling Miles, he grabbed him by the midsection and carried him a few feet before slamming him down into the ground. Miles heard the tile crack under him. He planted his feet between Benji and himself, and LAUNCHED. Benji flew back a few feet, grabbing onto the ceiling with one hand to straighten himself out before landing. When he looked up, Miles was gone.

“The invisibility trick again, huh?” called Benji, making sure his voice wasn’t so loud to attract the attention of a teacher. “The disappearing act is getting old Miles.”

“Then here’s something new,” came Miles’ voice from… right behind him. Then he felt Miles’s shoulder force itself into and almost through his spine, launching him back down the hallway. Benji landed face first on the tile, and laid there for a second before slowly pushing himself up onto his knees. He looked back behind himself to see a single, disembodied hand. And it was flipping him off.

“Classy”, he muttered. The hand then disappeared, and the sound of shoes clattered away down the hall. “Alright, time for a chase scene then.”

Two hallways away, Miles listened for the sound of someone chasing him as he fled. When he picked up on approaching footsteps, Miles was relieved; chasing Miles was good. First, decking it out in the hallway would attract attention and lead to one of two things; either someone gets hurt, or he’s exposed as Spider-man. Or both, both was also bad. 

Just as Miles was trying to figure out where to take Benji, he stopped. The footsteps following him had gone away. Shit, did I lose him? He looked around the corner he’d just turned. The hallway was empty.


Miles was able to duck just as Benji came flying out of a vent from above him, feet first. Benji’s left foot went through one of the brick’s Miles had been peeking around, sending chunks of brick coated in white paint flying into the hallway. Miles spun around as Benji landed and punched him across the face. A fine spray of blood spat out, and when Benji readjusted Miles could see he’d just bit his lip.

“That’s not very nice, Miles.”

“Funny, I was going to say that about the whole wanting-to-kill-me thing.”

Benji twisted his body and jumped, spinning his heel into Miles’ face. Miles slammed against the lockers, face denting one of them. Benji went to punch him in the face but Miles let himself fall down before then planting his hands behind his head. He kicked up off the ground, planting one into Benji’s chin before cartwheeling over his hands and landing on his feet. He then rushed forward and delivered a series of small, powerful punches to Benji’s midsection. 

Benji wheezed, before clasping his hands together and whacking them across Miles’s face like a club. Miles stumbled back as Benji got his breath back. Then he leaped forward at Miles. Miles grabbed Benji’s shirt collar as he came at him, rolled backwards, and threw Benji over his head. Benji went skipping down the hallway behind him, eventually righting himself on a bounce and skidding to a halt. He charged Miles as he was still getting up, grabbing his midsection and plowing him down the hallway and through the double doors to the cafeteria.

Benji slammed Miles down onto one of the lunch tables cracking it right down the middle and making it collapse into a V shape. Miles wrapped his legs around Benji to hold him in place before going to town and pummeling his face. On the upper hook, Miles released his leg hold on Benji and sent him wheeling backwards. Miles flipped backwards off the broken lunch table and kicked one of the halves towards Benji. Benji jumped up as the lunch table slid towards him, landing on it.


Miles turned and vaulted over the next lunch table, making a move towards the kitchen at the back. Benji jumped down from his perch and started to chase, jumping from table to table. Miles tried to kick one of the tables away to make Benji lose his footing, but Benji was able to correct and keep chase. Near the back, Miles got to the tray station. Grabbing one of them, Miles spun around and threw it like a frisbee, aiming at the table Benji was about to step onto. Benji stepped onto the tray as it whizzed away, giving the desired effect of tripping Benji up and sending him face first into the next table. 

“Yes,” whispered Miles as he fist-pumped the air, before vaulting the food shield and making his way into the kitchen. Miles scrambled through the kitchen and hid behind a dishwasher. He peeked back around the corner, watching the front of the kitchen for Benji to appear. There was no sign of him, though. 


Miles spun around, seeing Benji standing upside down on the kitchen ceiling. Before he could react, Benji grabbed Miles by the throat, pulling him up into the air. Miles grabbed at Benji’s hands around his throat, desperate for air as Benji choked him. Then Benji threw him across the kitchen and into one of the large fridges lining the side wall. Miles smashed into the metal door, slamming his head against it. Miles tried to stand up but between the mild concussion he’d just gotten and the slightly severe choking he’d just gotten he was having trouble getting up. Benji jumped down from the ceiling and approached, grabbing a kitchen knife as he walked up.

When he got to Miles, Benji stepped on one of Miles’ hands, pinning him down. Miles winced, before looking up at him. He was tired.

“You’re really willing to kill me to be Spider-Man, huh?” Benji pressed down harder on Miles hand, “Then you really don’t know the first thing about being Spider-Man.” Benji’s look of rage shook away into one of confusion. Then Benji looked at the knife in his hand.

“What the hell am I doing?” he muttered as his hand dropped to his side. Then he stepped off of Miles’ hand before stepping over to the counter and putting the knife back. “Miles I-”

When Clarisse, the head lunch lady, entered the kitchen, she did not expect to see two students, one on the floor and one vaguely holding her best knife. She did not expect to see a large dent in the fridge that was not there when she left to get the new shipment of “chicken”. She stared at them bewildered. She looked out towards the cafeteria and at the back, she could vaguely make out one of the lunch tables, one of HER lunch tables, lying on the ground broken in half.

“What the hell?” she half whispered before turning back to the two boys in her kitchen. Miles looked from the lunch lady to Benji, and back to the lunch lady, before casually lifting one hand and waving.


Chapter Text

“Look, Officer Davis-”

“Jeff.” Jefferson sat rigid in one of the chairs across from the Dean of Visions Academy. Beside him, Benji’s father (who also happened to be named Miles. Wack.) leaned forward in his seat, his head in his hands. “Please, call me Jeff.” The Dean sighed.

“Alright. Look, Jeff, Dr. Warren, I know your sons are, normally, the pinnacles of societal perfection that you expect them to be. With the exception of Miles’ brief disappearing act last year, they both have excellent records with our school.” Jeff and Dr. Warren both inhaled deeply.


“But,” continued the Dean, pulling a photo up on his phone, “They broke a lunch table! A fucking lunch table! Never mind how much they cost, do you know how incredibly STURDY they’re supposed to be? Last week the marching band pulled a prank where they played ‘Old Time Road’ while they all stood on the same lunch table and it still didn’t break.” The Dean stopped to catch his breath, “And they are not the lightest bunch, let me tell you. So to break that with two boys alone takes a lot of determination.”

“Look, Professor Ohnn,” Dr. Warren spoke up, “I completely agree that there should be some punishment. But surely you can’t believe that expulsion is the best way to go for a first time offense.”

“They were trying to kill each other, Dr. Warren. When Clarisse, bless her weak heart, found them in the kitchen, your son,” the Dean pointed at Dr. Warren, “had your son,” the Dean’s finger moved to Jeff, “at knife point. Add on to that the lunch table they S N A P P E D, as well as a very dinged up fridge, three lockers that we’ve been able to identify as ‘newly damaged’ and the corner of a hallway shattered and scattered across the floor, well that’s doesn’t sound like model Visions behaviour, now does it?”

Jeff and Dr. Warren, both sensing that there was no winning this, collapsed backwards into their seats at the same time. Jeff couldn’t speak for the doctor beside him, but he was… furious? Well there was fury there. He was angry that Miles was willing to throw his life away like that, risk his chance at a good future by fighting, no, all-out BRAWLING in the school. He was upset that he knew something had been off between Miles and Benji when Miles came home Saturday and instead of talking to him about it, left it alone to turn into this. And he was sad, because after everything he and Miles and talked about in the car that morning, Miles was still keeping things from him.

Jeff was… he was feeling a lot.

Then the Dean sighed across from them.

“Okay, you know what, I can bring it down to a two week suspension. BUT, if either of them so much as BLINKS wrong, I will expel them so fast they’re… they’re… I can’t think of a good analogy right now but you get the idea. It’ll be bad things.” Jefferson rose and extended a hand across the desk for the Dean to shake.

“Thank you, Professor Ohnn,” Jeff said when the Dean shook his hand, as Dr. Warren stood up as well.

“Yes, thank you very much.” Dr. Warren extended his hand too, and the Dean shook that as well.

“All right, now please, get your sons out of my school before they blow it up, or worse.”

Jeff exited the Dean’s office first, followed by Dr. Warren. Outside, in the hall,, Miles and Benji were both sitting in the chairs lined along the wall. Both were decidedly not looking at each other. Jeff coughed, causing Miles to look up at him.

“Am I… in the trouble?” Jeff just stared at him unblinking, until Miles started nodding, “Thought as much.”

“We were able to knock it down to two weeks suspension,” said Dr. Warren beside him, turning to Benji, “You are very, VERY lucky professor Ohnn has enough empathy to let you not get expelled.”

“Miles, go get your things from your dorm, then come right back here.” Miles nodded, stood up, and trudged off to his dorm.

“You too Benji.” Then Benji Warren (who Jeff just realized looked disturbingly like Peter Parker) stood up, and shuffled in a different direction, no doubt towards his own dorm. Dr. Warren sighed, then turned to Jeff, “I’m so sorry about him.” Jeff looked at him, bewildered.

“What… what for?”

“For Benji,” Dr. Warren added, before rubbing his hand across his face and watching his son walk away. “Honestly, I thought I’d have more of a problem with Kevin after we moved. This… This is new.”

“I’m sure it’s not all Benji-”

“Don’t, Jeff. Miles… he’s a good kid. I only met him for a little bit on Saturday, but even then I could tell… he hasn’t got a single bad bone in his body,” then, in little more than a whisper, “and I know a lot about bad bones.” Jeff nodded. He also knew a lot about bad bones. You don’t grow up with Aaron Davis and not know about bad bones.

“About Saturday,” Dr. Warren perked up at Jeff when he said it, “Did anything happen between them? Miles came home and I just… I felt like something had happened. Rio, my wife, she felt it too.” Dr. Warren seemed to pause and think, before shaking his head slowly.

“No, no they were fine. At one point, conversation seemed a little stilted but then Miles left. I… I didn’t think much of it.” Jeff nodded. “I’ll talk to Benji tonight, see if I can find out anything.” Dr. Warren pulled out his wallet and fished through it until he found a business card and pulled it out, giving it to Jeff. The OsCorp logo flashed under the fluorescent bulbs in the hallway, “If Miles tells you anything, call. Maybe we can piece this together and resolve it before they come back to school.”

Jeff reached out and took the business card, “OsCorp huh? I guess they don’t call you Doctor for nothing.” Dr. Warren chuckled.

“That’s actually an old business card. I worked there years ago, led a few projects.” Jeff looked up at him, then squinted.

“Yeah, yeah you seem familiar. One of them must have been in the news or something.”

“A few of them, actually,” added Dr. Warren, and the way he said it, it didn’t feel like he was bragging.

“What are you doing now?” Asked Jeff as he slipped the business card into his back pocket.

“Teaching, actually. I have a few classes over at Columbia.” A door closed somewhere behind Jeff, and they both turned to see Miles, crumpled into himself, dragging his rollerbag towards them. Jeff turned back to Dr. Warren, “Jeff, seriously, he’s a good kid. Don’t go too hard on him.” Jeff nodded, then turned back to Miles as he approached them.

“You ready to go?” Miles nodded up at him, not quite making eye contact with either of them. Another door closed down the other end of the hallway. All three turned to see Benji, practically a mirror image to Miles, walking towards them. Jeff looked at his son. Miles’ face screamed troubled emotions. Jeff clapped a hand on his son’s shoulder.

“Let’s go home.”

Chapter Text

The talk with Jeff and Rio had gone… well it had gone. That was about as well as Miles could describe it, it had happened and now he wasn’t exactly sure what HAD actually happened. Jefferson hadn’t said a word to him on the drive home but he didn’t look angry. Or if he did he was holding on to it. Then they’d gotten home, and when they walked in the door Rio came bursting out of the kitchen, saw Miles and that, that was the end. 

Jeff calmed her down. Eventually.

When it came time for Miles to ‘explain yourself’, he tried, honest. He couldn’t exactly say ‘I’m Spider-Man, Benji is the Man in Black who keeps trying to kill me, we duked it out, he was ready to kill me then he didn’t so now I don’t know what's happening’. That’s about three different types of too much information to absorb all at once.

“We had a disagreement.”

I sound like a defense attorney.

It should go without saying that that excuse did not work for Rio. 

“These next weeks, you are going to work! No moping in your room for hours, no going out and not telling us where you are,” Rio was pacing in front of Miles. Jeff was on couch, alternating between watching Rio pace and sighing into the palm of his hand, “Tonight, you are going to organize with Ganke how he’ll get the homework you miss to you, then you will hand over your phone-”

“Mami no-”

“I’m not done!” That came out a little louder than she wanted, and she flailed her left arm out behind her searching for Jeff. Jeff saw the hand shaking in his general direction and reached out and held it. “You will hand over your phone and for the two weeks that you are here, you will have no access to it.” 

Jeff started to massage her hand in his, “Rio…” Rio turned to look at Jeff, fire deep in her eyes. She softened at his gaze, then turned back to Miles.

“Limited!” Rio corrected herself, “Limited use!” Jeff nodded behind her and continued to hold on to his wife’s hand. “Point is, Miles, your two weeks here will NOT be a vacation, comprende?” Miles nodded, eyes decidedly pointing at the floor. “Good, now, go to your room and get started on asking Ganke for your homework for the next few weeks.” Miles stood up and just fucking bolted to his room, and when he’d closed the door behind him Rio finally gave in to the weakness in her knees and collapsed backwards onto the couch and into the arms of Jeff. He pulled her in close, her back pressed against his chest as she… well, she wasn’t exactly hyperventilating, per se, but close enough.

“That was a little intense,” Jeff whispered behind her. Rio nodded rapidly as she tried to bring her breathing back to normal.

“You don’t think I went a little overboard on the parenting, do you?” Jeff didn’t answer, leading Rio to pivot under his hold and look at him, “Jeff?” Jeff made a… he made a face. Rio felt her anger coming back.

“Look Rio, something… something is off, about this,” Jeff tried to formulate the words in his head. He had to be v e r y careful with how he worded the next bit, “You know Miles, he may get a little indignant from time to time but… starting fights? Brawling in school? Does that sound like him to you?” Rio looked up at Jeff, then looked away, thinking, “And then there’s Benji.”

“The other kid.”

“Yeah, the other kid. I don’t know I just… I got a vibe. Like a bad vibe.”

“You think he’s trouble?” Rio turned over to look at Jeff again, “Do you think he started the fight?” Jeff slowly shook his head.

“I don’t know,” he whispered, “I will say though he looks a lot like Peter Parker.” Rio gave him a look of disbelief before turning away. “Rio, I swear, it was UNCANNY!”

In his room, Miles listened to his parents talk a little more until they turned the TV on and settled into a contented silence. Then he fished out his phone.

4 Missed Calls.

Both from Ganke.

Ah jeez.

Sticky Roommate: So…

Dork Roommate: SO?!?!


Dork Roommate: AND ALL YOU HAVE TO SAY IS SO?!?!?!

Sticky Roommate: Well that’s not ALL I have to say.

Dork Roommate: Oh please, ENLIGHTEN ME WITH YOUR WORDS!

Sticky Roommate:...

Sticky Roommate: Do you think you could help pick up my homework for me for the next two weeks.


Sticky Roommate: Please don’t burn my things.

Dork Roommate: Then talk!

Sticky Roommate: Soooooo…

Sticky Roommate: Benji…

Sticky Roommate: Is…

Dork Roommate: Benji is an asshole?

Sticky Roommate: No!

Sticky Roommate: Well, yes, but that’s not the point.

Sticky Roommate: Benji... Benjiisthemaninblack

Dork Roommate:...

Dork Roommate: Well fuck me.

Sticky Roommate: Yup.

Dork Roommate: You officially have my blessing for kicking his ass.

Sticky Roommate: Thank you, that’s much appreciated.

Dork Roommate: Well, what now?

Miles stared down at those three simple words. The cursor in the text box blinked, mocking him.

Sticky Roommate: I don’t know.

Sticky Roommate: Look, it’s gotten… weird… and dangerous so I need you to stay out of it.

Sticky Roommate: For now, at least.

Dork Roommate: Okay.

Sticky Roommate: Promise me, Ganke, that you’ll stay out of it and stay away from Benji.

Dork Roommate: I promise, Miles.

Sticky Roommate: And help me get my homework?

Dork Roommate:...

Sticky Roommate: Pretty please?

Dork Roommate: Fine.

Dork Roommate: But only because you said ‘pretty please’

Sticky Roommate: Thanks Ganke.

Sticky Roommate: I promise to update you when I can.

Dork Roommate: Stay safe. I'll bring the first round of homework this weekend.

Sticky Roommate: You too.

Then Miles closed his phone and left his room. He walked over to the kitchen table, making sure both his parents saw him. Then, when they were both looking, Miles put his phone down on the kitchen table. Rio nodded at him, and he walked back to his room and closed the door behind him.

An hour later, Rio came and checked on him. Miles pretended to be asleep, rolled away from the door. Rio’s shadow cast itself against the wall he stared at, and he could see her shadow cross it's arms.

“Ah, mijo, what have you gotten yourself into?” Then Rio leaned forward. Miles shut his eyes in time for Rio not to notice before she kissed him on the temple. She stood up again, left Miles’ room and closed the door behind her. Miles counted to ten, making sure no one else was coming to his room, before ripping the covers off. He was already dressed in his Spider-Man suit, and he grabbed the mask from under the pillow where he’d hidden it. He walked over to the window and opened it, letting a cool fall breeze waft into his room. Miles took a deep breath.

“Here we go.” He put the mask over his head and jumped out the window.

Within half an hour Miles has swung his way up to Astoria. Finding the Warrens’ apartment again wasn’t hard, and just to be safe Miles went invisible as he landed on the outside. Peering in through the window, Miles saw Dr. Warren at the dining room table, two empty plates in front of him. He held his head in his hands and was slowly running the fingers through his own hair. Then he took them out of his hair and clasped them in front of his face, sighing.

“Shit, Monica,” Dr Warren muttered, and Miles followed his eyes to the picture that he’d told Miles was his wife’s favorite, “I really don’t know what to do here.” He wiped a tear from his eye.  “I’m flying blind without you.”

There was a knock from behind the doctor and both he and Miles looked up to see Benji at the end of the corridor, leaning against the wall, closed fist raised against the robin’s egg blue that colored most of the apartment.

“Ready to talk?”

Benji nodded. His dad motioned to the table, and Benji slowly plodded over. Taking a seat at the head of the table, he moved the chair so it was facing Dr. Warren, and slightly away from Miles.

“Benji, what’s going on?” Dr. Warren whispered, a growing tiredness edging through the words. Benji took a deep breath in, and exhaled.

“Dad, I-” Benji was interrupted by the door of the apartment opening. Benji and Dr. Warren both turned to see the new person at the door, but Miles couldn’t see them from his perch outside the window.

“Oh Kevin, you’re home.” Dr. Warren put the talk he was about to have on hold, “How was work?”


That voice.

Miles crawled along the outside of the building to the next window, hoping to get a better view of Benji’s as-of-yet unseen brother. Miles peered through the window to find… the open apartment door blocking the entire person.

“Kevin, could you close the door? Benji and I… we need to talk about something… private.” The door closed and Miles was hit with a sudden nauseous feeling, one he’d come to recognize.


Miles couldn’t see Kevin’s face, hidden behind what appeared to be some strategic long, black bangs. But he had one hell of a hunch that if he did see their face, he’d actually be seeing Peter Parker’s face. He thought about it, tried imagining Peter B with emo hair. He snorted.

That would be so stupid.

“Is the twerp in trouble?” Kevin asked but there, in that moment, Miles noticed what seemed like a small almost imperceptible glance toward the window. No towards… Miles! But before Miles could think about it, Kevin had moved on without so much as a notion that he’d seen Miles, heading instead towards the kitchen.

“Well…” Dr. Warren trailed off, looking at Benji, then back to Kevin, “That’s yet to be determined.” Kevin opened the fridge, pulled out a can of beer and closed it before opening the can and taking a swig. “Do you think you could give us some privacy?” Kevin raised both hands.

“Say no more,” then he left the kitchen, passed the two at the dining table, and walked down the dark hallway to where Benji remembered his room must be. Dr. Warren turned back to Benji.

“You were saying?”

“Dad… I… I have powers.” Dr. Warren blinked. “So you know that Spider-Man guy? Not the new one, well kind of the new one, but the old one?” Dr. Warren slowly began to nod his head, “I can do the things he can. Like I have the super strength, right? But also the agility and the stickiness. I don’t shoot webs yet though, but I don’t know if that was biological for him so maybe it’s-”


“-not something I develop. I don’t know I’m still kinda new to this-”


“-but I have been learning and training with-”


Benji stopped in his rambling tracks. Between them, Dr. Warren’s fist was closed tight, his knuckles white. Slowly he released his own grip on himself, flexing his fingers to get blood flowing back to the digits.

“Benji I know about the powers.”


“How do-”

“What do your powers have to do with fighting Miles?” Benji stopped in his tracks. From behind, Miles could see his jaw set and his shoulders tightened.

“Because he’s the new Spider-Man.” Dr. Warren sighed deeply, lowering his head back into his hands.

“Benji, Benji, Benji…” he muttered, slowly shaking his head, “Fighting Spider-Man… All your mom and I wanted for you and Kevin was happy, normal lives-”

“But I’m not normal, dad. I’m special, I can do amazing things!”

“So why fight Spiderman?” Dr. Warren looked up at Benji and from the window Miles spotted fear, sadness, and anger in his eyes. “Do you know who fights Spider-Man, Benji? Bad people. Supervillains!” Dr. Warren reached across the table and grabbed Benji’s hand, “You are not a bad person, Benji.” Benji went silent.

“How do you know?” he whispered. Dr. Warren chuckled, a small, sad smile playing on his face.

“I know a lot about bad people, Benji.”

“You would, wouldn’t you?” The familiar voice came from down the hallway. Benji and Dr. Warren both turned to it. From the shadows emerged… Kevin. But where he’d arrived home in a tee shirt and jeans, he was now wearing a full suit, hands clasped behind his back. Miles could finally see his face and yes, that was Peter’s face but while he’d imagined the end result to be goofy and emo, he found himself looking at something far more sinister, something that sent a chill up his spine. The bangs that covered half is face would make anyone look like a scene kid but for some reason they seemed foreboding on him.

“Kevin, I told you your brother and I were having a private conversation.” Dr. Warren’s voice flickered between confusion and warning.

“Oh, my bad, yeah,” Kevin turned to walk away before turning back, “Oh, before I forget, did you tell him you used to be a supervillain yet?” Dr. Warren froze. Benji turned to look at his dad


“Oh, yeah,” continued Kevin. Miles felt he was… enjoying this, “Straight up horrible dude. I mean, he worked for OsCorp, twerp. That place is basically MENSA for evil scientists.” Kevin slowly walked towards them, “Yeah, daddy dearest was a big ole bad guy.”


“You wanna know what his great big supervillain scheme was?” Dr. Warren rose to stare Kevin down, only three inches from his face, as if he could intimidate Kevin into stopping. Kevin instead took one hand out from behind his back and roughly shoved him back down into his seat, “He figured that Spider-Man, who was still this newbie superhero back then, he figured he was the next BIG step in human evolution. So he found out who he was,” Kevin bent over to look Dr. Warren straight in the eye, “found a stray hair… and he cloned him. One. Hundred. Times.” Miles heard Benji shudder. Kevin stood back up and turned to Benji, “That’s what we are, by the way. Clones, of Peter Parker.” Miles heard Benji sniffle, and could spot a small tear pass down his cheek.

“We’re abominations of nature. Ain’t it grand?” Dr. Warren tried to stand up again but Kevin was quicker this time, catching his shoulder before the doctor could stand all the way up. “I thought I made it clear I want you to sit.” Kevin hissed at his… father? Creator? Miles was starting to lose track.

“I made a mistake, Kevin. I was wrong.” Dr. Warren hissed back, “I was an egotistical nutjob with a god complex.”

“Ah yes, how could I forget the big turning point? When you realized you were wrong, shuttered the project for good. Then you met Monica, oh it was a match made in heaven. You married, wanted to start a family.” Kevin sneered, “It’s a shame her eggs weren’t up to snuff.”


“So you went back to your lab of horrors, found two clones that were still developing, implanted fake memories… instant family.” Kevin laughed, before grabbing Dr. Warren by the collar and hoisting him up. Dr. Warren’s feet scraped against the ground. “You make me sick.”

“It’s not true…” Kevin turned to Benji, who was shivering in his chair, “It’s just… It can’t be true.” Kevin cocked his head in confusion, “The Shadow Man said I was special, that these powers were… were a gift… that I was chosen…”

“Oh! Fuck I completely forgot about that,” Kevin then threw his father across the living room. Dr. Warren collided with the wall, smashing a painting of a flower before crashing onto the floor, “Benji, buddy… that was all bullshit!”

“Wha? I-” But before Benji could continue, Kevin pulled his other hand from behind his back and produced a small black mask. Looks like some weird dog. Benji froze as Kevin put it on his own face.

“Benjamin, you are destined for greatness. You think the powers that you have can just be given out, like candy?” Kevin seemed to be repeating something, causing Benji to gasp while Kevin laughed, pushing the mask up his head, “Hey twerp, it was all just bullshit. God you are so EASY to influence, goddamn.” Kevin paused, “Well, actually, no you’re not. I mean, how hard is it to kill Spider-Man? You had to develop a goddamn emotional connection to the bastard.” Kevin groaned as he slid the mask back down “And now, it looks like I have to do it myself.”

Kevin approached Benji, picking him up with both hands the same way he’d picked up Dr. Warren.

“You see, Benji, you’re not the Heir to Spider-Man. You never were.” Kevin’s mocking tone faded, his face steeled into something terrifying and shocking, “I am.”

Then he threw Benji out the window.

Chapter Text

As Benji went sailing out the window, Miles thwipped a web out, catching Benji’s foot, before swinging around and sending Benji crashing back through the other window. He turned back to the window Benji came sailing out of to find that weird dog mask staring at him.

“Miles, so nice to finally meet you. Please, come in.” Kevin reached a single hand out and grabbed Miles by the neck before pulling him through the window and throwing him towards the kitchen. Instead of hurtling to the kitchen though, his still invisible form slammed into Dr. Warren as he was trying to stand, sending them both back down to the floor. Dr. Warren groaned, and Miles started to stand.

“Dr. Warren are you okay?” Dr. Warren nodded, coughing. Then they scanned the apartment, Kevin approaching them around the couch.

“Miles, where’s Benji?”

Benji emerged from the kitchen, brandishing a cast iron skillet. He swung it at the back of Kevin’s head, but before it could make contact Kevin had spun around and grabbed Benji’s ram mid swing. With a single twisting motion, he spun Benji through the air and onto his back, before pulling the cast iron skillet from his hand. He launched it at Miles, who ducked just in time for it to embed itself into the wall.


Then there was a shnikt sound and Miles looked back at Kevin, who now had two BONE SPIKES sticking out of his arms, one from each wrist!

“What the fuck?!” Kevin turned to look at Miles and Dr. Warren, before shrugging.

“What can I say, dad fucked with genetics.”

Benji pulled on Kevin, sending him tipping forward a little. Miles took his chance to ram into the already unstable Kevin, sending them both sprawling onto the floor of the living room. Kevin rolled over to stab Miles with his bone spike, but Miles thwipped himself up on the ceiling. They stared at each other.

“Well that’s just rude,” muttered Kevin.

“Yeah, well, sucks to suck.”

Kevin slowly stood up, brushing the dust off his suit. Then he haphazardly stabbed upwards with his bone spike, barely missing Miles. Miles yelped, then started crawling away on the ceiling. Kevin chased him, stabbing at the ceiling.

“Would you please, stay still. It’s really hard to kill you if you keep moving!”

“That’s kind of the point,” retorted Miles, before swinging down and kicking Kevin backwards. Kevin stumbled back, only to be clotheslined by Benji. Benji nodded at Miles. Miles nodded back.

This has been a weird fucking twenty four hours.

Kevin groaned on the floor, rolling onto his back. “You two suck,” then he pulled his legs back over his head and leapt up with the momentum, landing on his feet in between Benji and Miles. Benji lowered down into a ready stance, as did Miles. Kevin looked from one to the other, hands at the ready. “So are we going to do this today, or-”

Benji swung first. Typical. A left hook, Kevin ducked under it and grabbed the arm as it swished by. Miles advanced while he was distracted, punching Kevin in the back of the head. Kevin turned to look at him before pulling Benji over him and into Miles. Miles jumped over the two of them, causing Benji to go sailing to the ground. When Miles landed behind Kevin, he popped him in the back of the head again. This time though, he added a little spice to it, sending a small bio-electric shock through the punch and into Kevin’s skull. The mask flew off Kevin’s face, escaping with a massive release of energy.

However, Kevin just stood there.

Oh that’s bad.

Kevin slowly turned to look at Miles, rage and anger in the eye not covered by his bangs. Then a breeze came in through the window and caught Kevin’s bangs, swishing them out of the way. Miles came face to face with the other half of Kevin’s face; mottled and scarred, like it had been horribly burned by acid. The skin around Kevin’s other eye had sunken, making it appear to pop out at Miles. The flesh around the corner of his mouth was particularly affected, pulling the lips backwards into some form of Glaswegian Smile.

“Holy crap you’re Two Face.”

“Not even a little bit,” muttered Kevin before kicking Miles. Miles stumbled back, and then Kevin grabbed Benji’s leg and swung him around, sending him flying into Miles. Miles was able to hold onto Benji as he got knocked backwards, sending them both crashing onto the dining room table. The two legs under them broke off the table, sending them sliding down onto the floor.

“He’s kicking our ass,” grunted Benji.

“Thanks for that, I hadn’t noticed.” Miles grunted back. Before they could stand up though, both found a bone spike pointed directly at their throats. Kevin stood above them, poised for the kill.

“Kevin, stop!” All three turned to see Dr. Warren, gun in hand, pointing at Kevin. Miles gulped. “That’s enough.” Kevin slowly retracted the bone spikes, then ambled over to Dr. Warren.

“Why Miles,” he turned back to Miles on the ground, “Not you Miles, the older Miles.”

“I figured.” Miles sneared.

“Just checking,” then Kevin turned back to Dr. Warren, “Miles, don’t you see, I’m just doing what you made me for. I’m becoming a better, more evolved Spider-Man. I mean there’s the bone spikes, the increased durability and strength, the improved sixth sense-”

“Spider Sense,” Miles corrected as he tried to heave himself off the floor.

“Whatever,” Kevin waved it off, “Point is, everything about me is better, and I’m just doing what the better beings do. Hell, even my stickiness is better,” Kevin walked up to Dr. Warren until his chest was pressed against the gun, “Wanna see?” Then he raised a hand to grab onto Dr. Warren’s arm. Miles heard something like meat cooking, and Dr. Warren screamed, dropping the gun. Kevin just held onto Dr. Warren’s wrist for a few more seconds before releasing him. Dr. Warren dropped to the ground, holding the new, hand shaped burn on his wrist.

“Dad!” Benji called scrambling past Miles to attend to him. Kevin turned and kicked Benji across the head. There was a sickening crack and Benji pivoted before slumping to the ground. Dr. Warren wailed, extending his burned hand towards Benji. Kevin looked down at him before huffing and rolling his eyes.

“Relax, he’s just unconscious for now.” Then Miles blindsided him in a tackle, catching him below the armpits and heaving Kevin through the archway into the kitchen. There was a crack as Kevin was slammed into the kitchen counter, and pieces of tiles rained off it and onto the ground. Kevin held onto Miles, before punching him in the midsection repeatedly. Miles didn’t release his hold on Kevin’s midsection before bending backwards and suplexing him. Kevin’s face slammed into the kitchen floor, while Miles collapsed against the cold laminate, wheezing.

“I gotta say Miles, I kinda hate you,” Kevin murmured before heaving himself up onto all fours.

“The feeling is mutual,” Miles muttered back, easing himself into a sitting position. Going to stand, he felt a hand on his shoulder just before it slammed him back down onto the kitchen floor. Kevin leaned over him, before sitting on top of Miles and positioning both his hands around Miles’ neck.

“This is the end, friend,” muttered Kevin. Miles grabbed at the hands around his neck, frantically trying to pry Kevin off his airway. His vision started to blur around the edges. Miles thwipped some webbing onto Kevin’s face. Muffled beneath the webs, Kevin sighed. Then he stood up and threw Miles back into the living room. Miles slammed into the wall opposite, crumpling to the floor as he made gasping breaths. Dr. Warren, kneeling over Benji while still clutching his wrist, gasped, and started to crawl towards Miles. 

Kevin walked through the kitchen archway, web still on his face. One of his hands reached up and Miles could vaguely hear the same searing noise from when Dr. Warren’s wrist had been burnt. The webbing melted away into nothing. Kevin, murder in his eyes, started towards Miles when the distant sound of approaching police sirens halted him. He snickered.

“Well, party’s over, I guess.” Kevin walked over to Dr. Warren and kicked him across the face, knocking him out.He picked him up and hoisted him over his shoulder.

“Where are you going with him?” The question came out on haggered breaths as Miles was still trying to get air back into his lungs. Kevin stopped and turned to him.

“Not everything is about you Miles,” Kevin snickered, “I mean a lot of it is, but not all of it.” Then he leapt out the open window and into the night. A few seconds later, Miles was able to stand up and rushed to the window, but it was too late.

They were gone. 

Down the street, a police car with sirens rounded the corner.

“Shit!” Miles crossed the living room to Benji’s unconscious form. “Benji,” Miles jostled Benji’s shoulder, “Benji!” Benji grunted and started moving, “Come on, we gotta go!” Benji looked up at Miles, then bolted upright.

“Where’s Kevin? Where’s my… my dad?”

“They’re gone. Benji, we need to go-”

“No!” Benji looked up at Miles, “No I, I can’t.”

“Benji the police are coming and they will have answers we can’t answer. Not yet.” Miles took his mask off and stared Benji in the eyes, hoping his face was conveying what needed to be said. “We need to go now.”

“Why do you want to help me?” Benji asked, quietly. Miles sighed, then smiled softly.

“It’s what Spider-Man would do.” Benji nodded slowly at that. Miles put his mask back on, then extended a hand to help Benji stand up. They ran back down the hall to Benji’s room, closing the door just as police burst into the apartment. By the time they’d gotten to the bedrooms at the back, Spider-Man and the Man in Black were long gone. Racing across the rooftops of Astoria, Benji turned to Miles.

“Where are we going?”

“Somewhere safe.”


Dr. Miles Warren came to, in a room he knew very, very well. He’d abandoned it ten years ago, when he ‘had’ Benji and Kevin. He thought it would be covered in dust and disuse but no, the lights were on and the machinery around him beeped. He was tied to a chair near the front of the room, where the servers and biochemistry bench were. Looking around, he spotted a man in a white lab coat hunched over a console.

The man was missing his right arm.


Dr. Curt Connors rose and turned to look at Warren, before looking up at the mezzanine above them.

“He’s awake!” he called. Miles Warren heard the distinct sound of metal scraping on metal as a heavy door opened and shut, then heavy feet crossed the metal walkway, until Kevin, wearing his jackal mask again ( he’s mocking me ) stood above them, staring down at Miles.

“Sleep well?” Kevin then descended the stairs and walked across the room to stand in front of Warren. Where Kevin’s suit had been crisp when he revealed himself earlier tonight, Dr. Warren was able to spot several small tears in the suit, and even more scuff marks and loose threads, evidence of the fight earlier that had ruined their apartment. Connors walked over, standing beside Kevin. 

“Kevin, what the hell are you doing with all this?”

“Your name is Kevin?” Both Kevin and Miles slowly turned to look at Curt, who was looking at Kevin incredulously. Eventually Curt backed off, and Kevin turned back to Miles. Kevin reached into his suit pocket and pulled out a familiar little notebook. Kevin flipped it open and held it up to Miles.

“Where’s the missing page?” Dr. Warren looked at the tell tale tear where he’d removed the only thing that kept his passion project from finishing.

“I burnt it,” he replied. Kevin’s demeanour shifted, more aggressive. “I didn’t want to risk anyone finishing what I started,” he looked around, “Clearly I wasn’t paranoid.” Kevin snorted.

“Clearly,” then, much sterner, “What was on the missing page?”

“I don’t remember.” Kevin stood above him, staring.

“You’re lying.” Kevin turned to Curt and nodded, to which Curt pulled a syringe out of a small plastic box. It was filled with a green liquid Miles didn’t recognize.

“What is that?”

“Well, you aren’t willing to help, so I just need to get someone who is,” Kevin replied haphazardly as Connors approached with the syringe. He handed it to Kevin, who looked down at it before grabbing Miles’s arm and rolling up the sleeve on his left arm. “Let’s meet him shall we?”