AN: Sorry to keep you all waiting, but at long last, we're back with another chapter of this Code Avengers rendition of an adventure in the Spider-Verse, and this time, we're swinging into what's now basically become a very major staple in any adventure across the Spider-Verse.

Aelita: Um, how is this a staple?

AN: Because almost every Spider-Verse story I've ever seen always has to have at least one small appearance being made by...

[cue drumroll that turns to futuristic-style tune]

Miguel O'Hara, Spider-Man of 2099!

Spidey (Miguel): That's me! Ready to save the world of the future and look good while doing it.

AN: Along with a few other faces from 2099. I'll let you guys get a more simplified idea on what each 2099 character looks like in the ending note, in case you can't figure it out on your own. Otherwise, feel free to use your own imaginations if you want.

Spidey (Peter): So, we gonna talk about some things that people we're asking after the previous chapter?

AN: Yes, in the ending note. Or have you not been paying attention to the fact that I do my review responses in these stories like that nowadays? Anyhow, first things first. Our obligatory opening warning...

WARNING: This chapter contains references and mentions of information that may or may not have been seen in any of the stories mentioned. Read only if you don't care about finding out about these facts in advance, but feel free to read even if you do care. You have been spoiler-warned.

Aelita: You're really going to do that in every chapter of this, aren't you?

AN: Yes. Yes I am, because it will more than likely be necessary. Moving on, let's swing into action!

I do not own anything from any of either the Code Lyoko or Marvel franchises, or any other franchise mentioned in this story

Chapter 3: Spider of the Future

Much like the first time they had gone through the portal, Aelita and Spidey were sent tumbling the colorful void between dimensions at high speeds, watching various images of other lifetimes flew past them. Just like before, Aelita had little trouble in dealing with this, but that did little to alleviate any concerns she had for her fiancé. "How're you holding up, Spidey," Aelita called back to him.

"A little better, but not by that much," Spider-Man called back while he did his best to stay upright, or in just any one position at the very least. "Oh, I think I'm actually going to be sick if I keep getting spun around like this."

As humorous as Peter's joke may have been, Aelita knew him too well to believe that his joke was just a tension breaker. "You still thinking about Doc Ock and his new partner?"

"That obvious," Spidey asked with a defeated sigh.

"Only because I know you, honey," Aelita assured him as she somehow managed to maneuver herself over to him.

Peter probably would have complained about how she seemed to be so good at this flying through dimensions thing if he did not know that Aelita had experience with both interdimensional travel and flying in general, so he just opted to talk about the matter she had brought up. "It's kinda hard not to think about that Spider-Superior guy. I know he said that he's the first spider person that Doc Ock met on his cross-reality road trip, but that doesn't really tell us much of anything else. Like, who is he? A hero? A villain? Another version of me? No matter what question I ask, they all make feel really nervous on what the answer is."

"Come on. There has to be at least one question that doesn't make you worried," Aelita played off, thinking that Peter was exaggerating a little.

"I've even questioned things like what he eats and who he could be in a relationship with, assuming he even does romance, and the answers send chills up my spine every time," Spidey deadpanned.

That made Aelita stare at Peter with a blank look on her face, proving she had no idea how to take most of that. Of course, only one of those questions stuck out to her, and she could not help but ask him about the conclusions he came up with. "Just who exactly did you think he could be dating?"

"Oh you know. One of the female bad guys we normally fight, Black Cat, or hey, even that crazy Silver lady," Spider-Man replied.

"Silver Sable? You mean the woman who runs Sable International and is the rightful ruler of Symkaria," Aelita recalled. "Why would you consider her an option?"

Spider-Man did not answer right away, and that alone made Aelita narrow her eyes at him with suspicion. She knew he would crack eventually, and Peter knew it too, along with all the various ways she could make him talk, so he figured he might as well get it over with. "Okay, don't get mad, but…you have to admit, Sable is a very lovely woman," he started out.

"What," Aelita snapped.

"B-but, but, BUT! Her intensity and often narrow-mindedness on how to get a job done is a huge turn-off, at least for me. And we have no idea what she could be like in another dimension, or if the same could be said for Spider-Superior, whether he's another version of me or not," Spidey quickly added. When Aelita's suspicious glare still did not let up, he went on to add, "Oh come on! You know that I'd pick you over her or any other girl any day of the week. What is the ring on your finger not proof enough?"

At that point, Aelita could not keep it up any longer, and instantly broke down into laughter, much to Peter's confusion. It did not let up until after Aelita had kissed his cheek, gave him a mischievous smile, and said, "You're cute when you're flustered."

Now Peter knew what she had been doing, and had no problem giving her look in response. "Not cool, Aelita. I'm trying to have a serious conversation here, and you go and pull a dirty trick like that?"

"Hey, it's only fair after all the times you've teased me," Aelita replied, a shameless grin stretched across her face. "Besides, seeing you be too serious can be scary."

"It's scary when I'm too serious? You definitely have no room to talk, Missy," Spidey shot back.

Instead of getting upset, both heroes just started laughing with each other for how silly they were acting. It was nice to get the tension out of the air with some playful teasing and banter, and they definitely needed it right now with how the mood's weight had been building up on them right then. Once their laughter had subsided again, Aelita returned to their previous topic and said, "Don't worry. Whoever Spider-Superior might be, we'll beat him just all the other villains we've faced, even if it is a bit harder than normal."

"Yeah. You're right," Spider-Man agreed. When a flash of light coming from ahead caught his attention, he found that his next sentence became much easier to emphasize. "And the next step to stopping them is going to be coming up at our latest stop."

After their first drop into another dimension, the two heroes were sure that they had braced themselves for the impending fall, but they probably should have been prepared for more than just a large drop from the sky. When they exited the portal, they were extremely startled to hear a truck horn blaring loudly at them and even more surprised to see the vehicle itself barreling right towards them. Acting on instinct, Spidey grabbed onto Aelita, and used his impressive reflexes and agility to vault over the fast moving vehicle, only to find that there was no ground to land on behind the truck. There was a massive rush of traffic coming from every direction though, enough to make Spider-Man actually work harder than he normally would to dodge things in midair.

Since he was not used to dodging so much air traffic outside of a battle, Spidey nearly missed it when another car came barreling in from out of nowhere. Luckily, Aelita saw it and managed to push out of Peter's grip so that they would both avoid getting run into. A quick rush of web-lines and flapping wings later, and the two finally managed to get out of the airborne traffic jam and over to the side of a skyscraper where they recover from having their lives flash before their eyes. You would think that they would be used to that kind of thing happening, given that they were superheroes, but when it just suddenly happens like it had right then, anyone would be a little freaked out.

"Okay. That was way too close," Spidey gasped after he finally recovered enough.

"You…huff…You can…huff, huff…say that again," Aelita panted, surprised at how long it was taking her to breathe normally again.

Concerns began mounting for Spidey once he noticed that, and like any good fiancé, his first question came out easily. "You alright, Aelita?"

"Fine, just…give me a minute," Aelita assured him as she tried to get air back into her lungs. In doing so, she quickly noticed something a bit off about their current location, aside from the various, flying vehicles. "Does the air seem…a little thin to you?"

Hearing that question, Spidey immediately began scanning the air around them with his suit, and it did not take long for an answer to appear on his HUD, "Yeah and I can tell why. We're really high up right now. Like as in, high enough that thin air would be considered normal."

"That's higher than most New York skyscrapers should be able to reach," Aelita pondered. She then took another look at their surroundings, and was soon gazing in awe at the very advanced, high-tech city around them. "Then again, there's always the possibility we aren't in New York."

Seeing the various buildings that towered to this incredible height, Spider-Man began looking for any signs of something that would better help them to determine their location, but for the most part, he mainly saw a lot of holographic signs that advertised various different products and corporations. Some had a slightly familiar ring to them, like Stark-Fujikawa, but most of the others were completely unknown to him. The most notable of the latter being a company called Alchemex, and it seemed like that one had more advertising than anyone or anything else. Eventually, he managed to find a sign with a name on it that seemed to indicate their location, along with some other small bits of information, and he immediately had his lenses zoom in on said sign so he could better read it.

"Nueva York," Spider-Man read aloud for them. "Huh, not the most original name, but it's alright I guess. Does make me wonder if this is a New York of the future and why they decided to change the name to…Oh. Never mind on that first one."

"Why do you say that," Aelita inquired, being unable to see the sign that Peter was currently looking at.

"Because this is the future. According to the date on that sign, this is the year 2099," Spidey exclaimed.

"2099? Is that really possible," Aelita asked. "I mean, sure, it's a long ways off, but only by a few decades. Could technology really advance this much by then?"

"Maybe in this timeline, but who's to say that this is the 2099 of our dimension. For all we know this could be one of those may or may not come to pass future worlds," Spidey reasoned out. "Either way, if Doc Ock and Spider-Superior came here, that must mean that there's a Spider who's going to need our help."

"Do you think this is another version of you," Aelita asked.

Peter did not need to ask her to clarify her meaning behind that question. He knew that she was asking if he thought that the Spider-Hero they would find here would be another version of Peter Parker. She just did not want to say it out loud in case one of the villains had somehow found a way to hear them. "I don't think so. I mean, assuming that this dimension's history is a parallel version of our present day it's pretty unlikely that I'm still alive, and even if I was, I'd most likely be a really old man by now."

"True, but there is still a chance," Aelita pointed out.

"We'll only know once we find our Spider, and we won't be able to do that by just sitting here," Spidey finally determined, and he soon took the lead in swinging off to search the futuristic city for its resident web-swinger.

Naturally, they were not just looking for the Spider-Hero of this universe, but also Octavius and Superior too. There was just one little problem at the moment: the portal-gun's scanner could not pick up on the readings that they needed to track, or more accurately, it did pick up on said readings, but they were getting all mixed up with a bunch of other, similar energy readings that it made the scanner very unreliable. Both Peter and Aelita had tried their best to narrow in on the pattern of Dock Ock's portal, but their efforts met with little success, leaving them with little other option than just looking around for both the Spider-Hero and the two villains the old fashion way. Not a great thing to have to resort to when the area you need to search is a massive city, let alone a futuristic New York one.

Their search ended up being made even harder when they finally came to realize just how heavy the air traffic was in Nueva York. Really, it made rush hour in New York seem tame by comparison, but then again, considering that this seemed to be a future version of their city, they probably should not be that surprised. Despite the coolness factor in seeing hover cars as the norm for vehicles though; the two quickly grew more and more annoyed with having to dodge the traffic as they navigated the city, more so in the case of Aelita than Peter. Not surprising, since Peter normally had to dodge a lot of things via web-swinging, and often times, his swings led him to skim the streets so he had to spin and weave through vehicles a lot, but since Aelita did not normally deal with that kind of problem outside of riding with Ulrich, she could not help getting frustrated over having to dodge traffic even as she flew through the air.

With so many things working against them, the two were getting close to just giving up or deciding that they should let either the Spider or the villains come to them, until Spidey suddenly felt his Spider-Sense start to tingle, much like it had back in the previous dimension and when they finally came face to face with Sensational Spider-Man. Not really having much to lose, Peter immediately alerted Aelita to this fact and they took off in the direction that his sixth sense was guiding him towards. As they drew closer and closer to wherever Peter's Spider-Sense was leading them, they quickly realized that they had ended up going up the side of one of the various Alchemex buildings that they had seen. Not just any building though; this one seemed to be one of the company's main buildings, or at least one of the most important ones, but given how little they really knew of this world, Aelita and Peter both ended up filing the details away as unimportant for now.

Despite finding the layout of both Nueva York and this particular company as unimportant beyond helping them keep track of where they had been and were going, Peter still felt something tickling at his mind besides his Spider-Sense. "I just can't shake the feeling I've heard the name Alchemex somewhere before," Peter finally commented once he and Aelita had gotten about halfway up the building.

Given the contemplative look on her face, Aelita had been getting that same feeling, but she managed to place where she had heard the name a lot more quickly. "Didn't you mention something about a new tech company by that name the other day? One that Harry was getting invested in or something," she recalled.

"Oh yeah, that's right. Harry had stopped by Horizon a little while after we finally brought Norman to justice, and told everyone that Oscorp was at risk of being shut down because of all the stuff his dad did as the Goblin, and because of how deep the ties between Oscorp and Goblin seemed to go," Peter finally recalled. "He and the board of directors had been working their butts off trying to wash out any trace of Goblin-related items or connections within the company, but they weren't having any luck, even after Liz started to help out. In fact, Harry told me that it was actually Liz's idea to just salvage what non-Goblin stuff they could from Oscorp and start up a whole new company that could do some real good in the world, and that she was the one who came up with the name Alchemex."

"Do you think it's possible that this is the same Alchemex that they were hoping to start up," Aelita questioned.

"If it is, they'd probably be pretty happy to see how well the company has done over the last few decades," Peter replied with a sense of pride in his voice right when they finally made up to a large, empty landing platform of some kind. He then turned things over to a more gossip-like topic as he said, "Say, did you know that Harry and Liz are going out together now?"

"Really? Well that's good to hear. Given everything that's happened to him over the last few years or so, I was honestly a little worried about how well Harry would handle his break up with Gwen, especially in terms of how he dealt with his future relationships," Aelita stated, happy to hear that her fiancé's best friend had gotten back out there again. "So does that mean Liz will be coming to our wedding as Harry's date?"

Any chance Peter had of responding ended up being snatched away by the arrival of several robot drones, all dropping around him and Aelita and arming weapons once they had landed. "Oh good. The welcoming committee," Spidey joked. "I had been wondering how long it would be before someone decided to try and shoot at us."

His joke did not seem too favorable to any of his audience, because Aelita merely rolled her eyes a bit, albeit with a faint smile playing at her lips and the robots around them merely pointed targeting lasers at the duo. "Intruders, the Public Eye has been notified of your presence and is currently en route. Lay down your weapons and surrender, or be eliminated."

"If I had a dime for every time I've heard that before," Aelita grumbled to both the robots and Peter.

"A dime? You could give me a nickel for every time I've heard something like that, and I'd probably be richer than Tony Stark," Spider-Man challenged right after. He did not get any time to hear if Aelita had a rebuttal due to his Spider-Sense going off, alerting him to the laser blasts that the robots started firing. Spidey immediately leapt up into the air to avoid getting hit, while Aelita dove to the side and then rolled into a kneeling position as she fired off a pair of energy fields at the nearest robots. Since Aelita had the closest targets covered, Spidey shot off some webs to restrain the robots that were further away, and used those same webs to smash them into each other after landing on the wall behind them. "Hey! Aren't you guys supposed to give us a last warning or something before attacking," Spidey critiqued to the machines. "Or at least let us know that the earlier warning was our only one? I think we need to have a word with your bosses, because you guys clearly have some faulty programming."

"Positive identification on multiple freakers confirmed," one of the robots suddenly reported as it looked between the two heroes. "Analyzing for better identification of genetically altered suspects."

"What did you just call us," Aelita snipped, more annoyed than upset at the use of terminology just now.

"One match found. Inhuman genetic markers detected within one subject. Second subject, unknown but shows traces of spider DNA. Executing containment protocols," the robot droned on without pause, and it then started to open fire on the two again. This time though, it deemed it necessary to include the use of a strange net of some kind, and from the way it sparked and how hot it felt as it passed by Aelita when she dodged it, she had a hunch that they should avoid those nets at all costs.

"Guess surrender's no longer much of an option," Spidey reasoned as he leapt into action again, nailing several of the remaining robots with electric webs. The robots were not disabled by said webs, but Spidey had been expecting that, given that these were robots of the future, which is why he fired off a few more rounds of electric webs as he closed in on his attackers. Sure, the jolts did not disable the robots as much as he would have liked, but they did keep the robots busy long enough for Spidey to get in close and destroy them with some easy punches.

Peter knew that he could not employ that strategy on all of these machines, but then again, he did never did make it a habit to rely on the exact same strategy for every encounter. A few well-placed webs allowed Spidey to blind the robots, forcing them to either cease fire or just start shooting blindly, and while the latter would be harder to dodge for some people, Spider-Man certainly had no trouble at all. Being that these were robots, Spidey did not bother pulling his punches, so the machines all fell with just one or two hard strikes from him. The remaining robots were either blown to bits or smashed apart with ease by Aelita, until finally, only one remained, and that last one ended up getting taken down by an easy combo strike by the Avenger and Web Warrior. At least, it seemed like it had been, but in their hastiness, Aelita and Spidey somehow ended up missing one of the robots, and that enabled it to sneak around to attempt an attack from behind them. Spidey had picked up on it with his Spider-Sense, but before he could act to avoid the machine, something dropped down from above and smashed it apart.

When the dust kicked up from the unknown arrival's appearance had cleared away, Aelita and Peter were treated to the sight of the very hero that they had been looking for. Surprisingly enough, this Spider had a few more differences to him when compared to Peter, at least in the aesthetic department. The suit was still red and blue, but unlike Peter's suit, this Spider-Man's was mostly blue, while the red portions of it were mainly just detailing, a set of spikes extending out from his forearms, and the logo on his chest. Speaking of which, the logo itself did not really look that much like a spider. If anything, it looked a bit more like a skull with weird legs coming out of it, and the mask did not have the expressive white eyes that that Peter's did, but weird, red shapes that could be passed off as eyes in a weird way. A faint fluttering under the other Spidey's arms indicated that there was some kind of mesh-weave or cape included as well, and from the way that the suit shimmered in the light, Aelita and Peter could only assume that it was made from some kind of fancy metallic fiber or highly advanced nanotech like Peter's. An additional glimmer from the suit allowed them to get a brief glimpse of what looked like the circuitry running through it, leaving the two highly impressed by this Spider-Man.

"Okay wow. Just…Just wow," Peter breathed in awe before he approached this future Spider-Man. "I'm guessing you're the Spider-Man around these parts, right? I mean, you kinda look like you could be, even if the costume's design is a little…way off, but we still gotta be sure. Speaking of, what's that made of anyway? A new generation of Unstable Molecules, similar to the stuff that the Fantastic Four's suits are made of? Metallic fiber? Come on, you gotta let me in on…"

Peter made the mistake of getting too close and reaching out to examine the Future Spidey's suit, and before anyone knew it, the hero from 2099 had grabbed Spider-Man by his wrist and flung him over into some of the remains of the destroyed robots. Seeing Peter get thrown around like that prompted Aelita to take action and toss out some energy fields. Unfortunately, none of them were able to hit, because this future version of Spider-Man proved to be a lot faster than Aelita's. In fact, he moved so fast that he even left afterimages in his wake, and he somehow managed to use those afterimages to attack Aelita right after she had taken to the sky to gain some distance.

When Aelita landed next to Peter, the other Spider-Man landed before the two, flexed his hands so the two could see that he had some kind of talons on them, and started his own line of questioning. "So what is it this time? Another pair of androids? Some clone imposter with a new freaker fresh from Alchemex's shadow division," the future Spider-Man growled.

"Android? Guess Dragon Ball Z is still a thing in 2099, because you've clearly been watching too much of it," Spidey quipped. "Also, I think you must have me confused for Scarlet Spider if you really think I'm a clone. I'm the real, deal original, pal."

"That goes double for me," Aelita proudly declared.

"Oh shock. Looks like you're a pair of crazies, but it's not like that matters too much to me," future Spidey grumbled. "You might make some decent last catches before I quit this gig."

"Wait, what," Spidey asked, only to suddenly be wrapped up in some thick webs along with Aelita. The other Spider-Man then flung the two into the wall, where they both ended up stuck, and Spidey could not help but comment on the irony of the situation. "So that's what that feels like."

"Now if you two will excuse me, I need to fade out of here before Alchemex's goon squad of the Public Eye shows up to start shooting at me. That'd be a real shockin' fine way to end a last patrol," Spider-Man 2099 bade in farewell as he started to take his leave.

Too bad for him Spidey and Aelita were not going to just stay pinned down, as the former proved when he burst out of the webs with a quick flex of his arms. He quickly worked to free Aelita of the webs holding her, and then snagged his future counterpart with a web-line of his own, pulling the other web-head back to them. "Hey, hold up there, Blade Runner. We've gotta talk to you," Spidey called out.

"Uh…what the shock did you just call me," Spider-Man 2099 asked in confusion after slashing the webs off him, only refraining from attacking again because of the weirdness that he just heard from the other web-head.

"Not important. Look, 2099…Uh, can I call you 2099? You know what, doesn't matter; I'm just gonna call you that anyway, because we probably don't have a lot of time for small talk. Short version, I'm Spider-Man, the original Spider-Man, and Angel Guardian and I are here because you're in danger," Spidey quickly rushed through.

Spider-Man 2099 just scoffed in disbelief. "You know, the only thing you just said that didn't sound crazy was that last part, mainly because it's obvious. Anyone who puts on a costume and tries to become like the legendary heroes of the twenty-first century is always in danger. If not from villains, then from Alchemex, because they just have to have all the shockin' power in the world."

2099 then started to go back on the attack, but ended up losing his footing part way through due to Aelita quickly using her creativity powers to make a few holes in the path of his charge. Right when the 2099 hero started to recover, Peter returned the favor from earlier and snagged his future counterpart in some of his own webs. "We're crazy? You'll notice that neither of us keep saying 'shock' like it's supposed to be a curse word or something," Aelita quipped soon after.

"Guess you don't get out much, do you," Spider-Man 2099 shot back.

"Seriously? Are you really telling us that's part of some kind of future slang," Spidey questioned. "Wait, not important. We can talk about future pop culture and slang later. Right now, you need to listen to us. You're in danger."

"Again, welcome to my life every day," Spider-Man 2099 repeated after cutting himself free of the webs. He then started to take aim and shoot more webs at the two heroes when he stopped short, and Peter had a really good feeling he knew why. "What the…? My Spider-Sense has never acted like this before. It feels like it's…"

"Bonding with someone else's? Yeah, it was pretty surprising the first time it happened to me, too," Spidey finished as his own sixth sense finally finished connecting with that of 2099's.

Spider-Man 2099 stared at his doppelganger from another dimension for a few moments, processing what his Spider-Sense had started doing and telling him, until he finally whispered, "You're like me."

"Huh. Déjà vu," Peter muttered. He shook it off though, and returned to the real problem at hand. "You willing to listen to us now?"

"Yeah…Yeah, sure," Spider-Man 2099 replied. "I'm still not totally buying you might be the legendary Spider-Man from the Age of Heroes, but there's definitely something different about you, especially compared to Flipside."

"To who," Spidey asked, only for another thing to register to him soon after. "Wait. Did you say 'legendary Spider-Man'? I'm a legend in 2099?"

"Ahem, honey," Aelita coughed.

"Right. Later," Spidey nodded. "Anyways, we need to get you out of here and into hiding right away."

"Why? Just what is it that's got you two so worked up," Spider-Man 2099 asked.

His answer came from both his and Spidey's Spider-Senses going off, this time in the typical fashion of an early warning, and the three heroes were quickly dodging out of the way of an oncoming laser blast, followed by a barrage of several metal arms. It did not take much guess work to figure out who was crashing the party now, at least for Spidey and Aelita, and the former answered his doppelganger's earlier question with one word. "Them."

Retracting his arms to a more reasonable length, Doc Ock sneered at the sight of Aelita and Spidey while Spider-Superior's eyes seemed to narrow a little more than usual. "You never cease to irritate, do you, Arachnid," Doc Ock said. "But then again, your arrival does allow for the fortune of luring our target out into the open for us."

"Not that it was really necessary, but one must take advantage of anything that would accelerate their plans forward to swift ends," Superior shrugged, aiming his gauntlet at the three heroes.

Spider-Man 2099 studied this new pair, even as he dodged whatever weapons that they deployed against him, Spidey, and Aelita, trying to pin where he had seen them before, but ultimately came up short, so he figured he may as well as the apparent experts. "How do you two know these freakers," he asked the twenty-first century heroes.

"Metal arms over there? He's been trying to either beat me or straight up kill me for the last century or so. We go way back," Spidey told the future web-slinger. "As for his buddy in the red and black rendition of my suit, we've only met recently. Calls himself Spider-Superior and he's not the friendly neighborhood variety of spider."

"You can take that from both of us," Aelita informed Spider-Man 2099 as she started throwing energy fields to counterattack.

The two villains were quick to dodge her attacks in their own unique ways, but doing so left them open for the two Spider-Men's charge, one coming faster than the other, and though the slower Spider-Man did land a good hit on Doc Ock, it was Spider-Man 2099 who managed to land the most hits thanks to his incredible speed. Some of his attacks were ones that included the use of his afterimages, each leaving quite the painful impression on Doc Ock and Spider-Superior, but at the same time, given the wide grins that they were boasting, they also seemed a little impressed by what Spider-Man 2099 could do. The additional injuries that they received from fighting him did not seem to bother them too much either, or at least not enough to wipe the smirks off their faces. At least, the heroes assumed that Superior was smirking, considering that he had a mask on to hide his face.

Their joy quickly became abated after they moved to attack once again, and ended up being intercepted by something completely unexpected. In a flash of light, a man in a glowing, skin tight orange and yellow suit suddenly appeared in the middle of the battle, and punched Doc Ock away in a single blow. He then turned to fire what Aelita assumed to be a repulsor blast at Spider-Superior, but the arachnid villain managed to dodge the attack. Too bad for him that he did not see a fast spinning disk flying towards the point where he had retreated to, and he paid a painful price for that lack of foresight. Shortly afterwards, a man with large bird wings protruding from his back came swooping in from above to land a hard kick to Doc Ock, but ended up only hitting the mad scientist's metal arms when Octavius used wrapped them around in front of him to form a quick defense.

Not that it did him too much good, considering that a white haired woman dressed in red and black snuck up from behind him and slashed at him with a pair of talons that seemed to extend out from her silver wristbands. A moment later, another woman joined the party, only this one was carrying the disk from earlier, which Peter and Aelita could now clearly identify as the famous red, white, and blue shield of their friend and ally (and in Aelita's case, father-figure), Captain America. The person holding said shield, while decked out in a similarly colored attire that would be typical of Captain America, was most definitely not Steve Rogers, though. No, this person appeared to be a young woman with lightly tanned skin, and blonde hair flowing out from the back of her mask in a neat ponytail.

"Oh shock. Not them. Like I don't already have enough problems," Spider-Man 2099 groaned as the newly arrived heroes all gathered up to stare down the supervillains.

Doc Ock and Spider-Superior, on the other hand, did not seem to be nearly as worried as their target from this dimension. Oh, they did look concerned, but not too incredibly. "It seems that some things truly are constant throughout the multiverse. Then again, we did not require additional evidence of this constant," Superior commented.

"Regardless, I believe it would be prudent for us to retreat and reconsider our options. The arachnid of this universe is our priority, and would be much easier to deal with without any apparent Avengers getting in our way. Or at least, no more Avengers than the one that is already pursuing us along with the Spider-Man of my universe," Doc Ock noted, retrieving his portal device from his belt.

Before anyone could stop him, Doc Ock had opened a portal, and the two villains were gone in an instant. If it were not for the fact that Aelita overheard Doc Ock's last statement before running off, she would probably have thought that they were too late, and the villains had already added Spider-Man 2099's genetic data for their collection. Still, having Peter confirm that the two were still here with the tracker on their own portal-gun did provide some additional reassurance to her, and so, they figured that they might as well get some additional backup from the Avengers of this universe. Unfortunately, Spider-Man 2099 appeared to be against that plan even before they could suggest it, because he was already moving to leave as quickly as he could.

"Uh dude? Where are you going? You can't take off on your own right now. Doc Ock and Spider-Superior are after you, and until they get a sample of your DNA, they won't stop chasing you," Spidey informed his future-based doppelganger.

Even without her superhearing, Aelita would have been able to tell that Spider-Man 2099 had uttered that same, weird curse word he had been saying up until now under his breath after Peter had stopped him, and from the look of how he tensed up after the man in the glowing orange outfit teleported in front of him, she had a feeling that it had something to do with their surprise backup.

"Surprised to see you here, Spider-Man. I had been under the impression you were planning to quit, not train a new successor and his sidekick," the glowing suited man remarked.

"Sidekick? He better not talking about me," Aelita muttered just loud enough for anyone nearby to hear her.

"I am quitting, Iron Man. Just figured that I'd get in one last catch, and these two happened to be here when I arrived," Spider-Man 2099 replied in a clipped voice.

"Did he say Iron Man? This guy is supposed to be the future Iron Man," Spidey questioned, looking the future armored Avenger up and down. "I mean, I guess I can kinda see it, but that suit of his doesn't really seem that much like one of Tony's armors."

"Hmm…Maybe, but then again, Tony has mentioned that he has been trying to come up with a suit that had all of his regular armor functions but without the extra weight and bulk so that he could have faster reaction speeds," Aelita commented after giving Iron Man 2099 a once-over as well before turning to the study other future Avengers. Eventually, she had to pause on the man with bird wings and say, "Okay, judging by the outfits and equipment, I know that those two are supposed to be Captain America and Black Widow of this time, but who the heck are you supposed to be?"

"Isn't it obvious? I'm Hawkeye," the winged man proudly declared.

Aelita gave the guy another look, and while she did note that his outfit appeared to be a close replica of Clint Barton's current outfit, she eventually had to refute his claim. "You're supposed to be…Hawkeye," Aelita asked in skepticism.

"Yeah. Who else would I be," Hawkeye 2099 asked.

"Well with those wings, you'd probably be a better Falcon."

"Why would I be Falcon when these are obviously hawk wings? Besides, my powers are all hawk-based, so why wouldn't I use the same codename as the legendary Avenger," Hawkeye 2099 then questioned.

That made Aelita go quiet for a brief spell, and then she laughed like she had just heard the funniest joke ever. "You…You think Clint…" Aelita just barely gasped between her chuckles. She did manage to calm down enough to finally explain what she found so funny to the confused and slightly annoyed future hero. "Hawkeye didn't have any powers."

"He didn't," Hawkeye 2099 repeated in surprise, a question that his teammates all silently repeated. "You mean he couldn't fly?"

"No he could. On a Sky-Cycle, or in a plane, or if me or one of the other flyers on the team were to carry him. He doesn't like that last one too much though," Aelita revealed.

"Did he have bird-like talons?"

"Nope."

"Enhanced senses that are similar to that of a hawk's?"

"He did have pretty keen eyesight, but it wasn't really that different from the average human's."

"Then why did he call himself Hawkeye," the future hero finally asked.

"Because he never missed a target and no one could find a pattern or a clue faster than him. Beyond that, his skills included acrobatics, master marksmanship, and being a master with a bow and arrow," Aelita filled in.

"…You're…You're kidding me right? You're telling me that one of the legendary Avengers was just a guy using ancient-timey weapons," Hawkeye 2099 asked.

"Hey, not all of the Avengers had powers. A good number of us were just guys with incredible talents, skills, tech, and/or suits," Aelita shrugged nonchalantly.

"I'm sorry, did you say 'us'," Black Widow 2099 questioned. "Just who are you supposed to be anyway?"

"Uh…I'm Angel Guardian," Aelita introduced.

"You're who-now," Black Widow 2099 asked.

"Angel Guardian. You know, founding member of the original Avengers team?" Aelita tried to elaborate for them, only to get blank looks from both Widow and Hawkeye 2099, and the rest of their teammates as well. "Are you telling me that you really don't know who I am?"

"Should we," Hawkeye 2099 asked.

"What about Sprint Samurai," Aelita then tried, only for both of the other two to shake their heads in the negative. "Wild Archer?" Another negative shake. "He would also go by Savage Artillery?" A third negative. "XANA?"

"Sorry. Not ringing any bells," Black Widow 2099 replied. "Then again, a lot of details regarding the twenty-first century's legendary age of heroes were lost sometime after the great crisis that put an end to said age, so…"

Despite the reasonable excuse, Aelita did not feel much better after hearing that, so she did not see any reason to not say what she did next. "Spidey, I'm starting to really not like this universe."

Her statement confused the 2099 Avengers, partly because some of them mistakenly assumed she was talking to Spider-Man 2099, until Iron Man 2099 turned to Spidey and just stared at him for minute, likely scanning the classic web-head with his armor before his helmet vanished from around his face in a flash of light, showcasing a familiar visage to the two twenty-first century heroes. "I…I don't believe it," the obvious Stark gasped in awe as he continued to stare at Spidey. "You're…You're really are him, aren't you? The legendary Spider-Man himself."

"I prefer amazing, spectacular, or just friendly neighborhood Spider-Man, personally, and more recently I've started using avenging Spider-Man, but the whole 'legendary' thing is starting to grow on me a little," Spidey quipped in reply.

"Trust me, he's not kidding. At least, I don't think he is," Spider-Man 2099 informed the Avengers. "So, if you still want a Spider-Man on your team, then he's your guy."

"Yeah, no. I'm not here to take your place. Yes, I'm the Spider-Man from a hundred years ago, but I'm from another universe, just like those bad guys we were fighting a second ago. Even if I wanted to stay, it's not my place to do your job for you," Spidey retorted.

The Avengers 2099 were all exchanging looks with each other after hearing that, and soon followed those looks with a round of nods before Iron Man 2099 looked to the web-swinger of his time and said, "If the legendary, original Spider-Man is saying that you should keep fighting, then maybe you should at least consider…"

"I have considered everything, Stark, and my answer isn't changing," Spider-Man 2099 angrily interrupted. "I'm done with this gig, and I'm definitely not joining you in your shockin' war with Alchemex. It won't end well, assuming it ever ends at all."

Having said his piece, Spider-Man 2099 launched himself off the platform they were all on and began swinging away, ignoring both Aelita and Peter's calls for him to either wait or come back. This did not give either of them any good feelings, and they said so too. "We can't just leave him on his own right now. Even if he does try to quit, Doc Ock and Spider-Superior might still be able to track him down," Aelita insisted.

"Worse, they might try and put more people in danger to draw him out," Spidey added. "Even if this is another universe, no Spider-Hero worth their webs would ever leave innocent people to suffer."

"You sure about that, soldier," Captain America 2099 questioned, her voice so stiff and militaristic-like that it was bordering the point of being robotic, at least to Peter and Aelita. "Spider-Man…Our Spider-Man might be trying to uphold your legacy, but more often than not, he tends to put more attention on the bigger picture than just worrying about every little thing."

Spidey did not like how that sounded, and it seemed like Tony's descendant had caught that, given how quickly he added onto his teammate's statement. "We're not saying that he doesn't put the success of a mission over saving lives, because he does consider the lives of people to be a high priority, but he doesn't go out of his way to help get Flerkens down from high-risers either if there's someone else to handle it."

Peter knew that Aelita had a proud smirk on her face without even looking at her, even before she said anything. "See? I told you having awesome pets like Chewie would catch on."

"Yeah, maybe in this universe," Peter muttered. "Look, the point is, Doc Ock and Spider-Superior aren't going to give up on getting a sample of your Spidey's DNA, and they'll make deals and alliances with villains from this world to get it if they have to. We've seen them do it in another universe. Not sure how quickly they forged that alliance, but knowing Octavius, it shouldn't be too hard. Even less so if Superior's just as smart or just as good of a silver-tongued negotiator as he is."

"Well if he's looking for villains to ally with, then odds are pretty good that he'll be going right for the head of Alchemex's Shadow Division," Widow 2099 deduced.

After hearing Alchemex being talked about in such poor light again, Aelita could not stop herself from asking the question that had been bothering her and Peter since the first time. "Why do you keep mentioning Alchemex like they're bad guys?"

"Because they are," the future Stark revealed much to Peter and Aelita's horror. "In the last hundred years, after the cataclysm that ended the Heroic Age, several mega corporations started becoming huge players in control of the planet, and Alchemex has their fingers in more things than almost anyone else, the closest second being Stark-Fujikawa."

"Stark-Fujikawa? What was there some kind of hostile take-over at Stark Industries or something," Peter questioned.

"More like a necessary merger to prevent Alchemex from having total control over everything on the planet. The problem is, since Alchemex has control over so much, it's that much easier for them to cover up the atrocities that they've committed over the years, be it in general, or just in their attempts to recreate some of the super powered beings from the Heroic Age, all for the purpose of growing their own super army, or creating heroes that they would have total control over," Iron Man 2099 finished. "I've done everything I could, maybe more so in recent years to keep any successes they've stumbled onto out of their hands, but compared to Spider-Man, I've barely even taken a dip in the shallow end of the pool. Then again, part of that may be due to the fact that he's not only been out here fighting longer, but also has a much bigger stake in this than most other heroes."

"Meaning," Spidey questioned.

"That's not for me to say, especially given what that secret is connected too. Still, I'd like to think that we're close to exposing Alchemex so that someone with more noble intentions can take over and turn it into the beacon of hope that they pretend to be, partly due to how I formed a new team of Avengers for this era, but we'd be even closer with Spider-Man's help," Iron Man explained, turning to face his teammates with pride, and a bit of sadness.

Spidey and Aelita may not really understand everything about this world and how things worked, but when it came to the bare basics that Iron Man 2099 just laid out for them, they found no troubles in getting it at all. More than that, it helped Peter to form a plan on how they proceed with their task. "You said that this Shadow Division would be the most likely place that Doc Ock and Superior could get some 2099 backup from, right," Peter asked for clarity's sake.

"That's right. A lot of their most dangerous experiments happen there, including ones that lead to creation of…certain individuals," Widow 2099 confirmed.

"All right then. If you guys really are serious about all of this, then you do what you can to stop him from getting there, and in failing that, try to make the bad guys too busy to even think about so much as planning for an attack on your Spider-Man. Leave the web-head of the future to us," Spidey outlined for everyone.

"We'll do what we can, but you should know, some people may see the Avengers starting a fight with Alchemex like that as a reason to brand us as criminals, especially the Public Eye," Iron Man warned.

"And just what is the Public Eye," Aelita asked.

"Not a 'what', a 'who'," Hawkeye corrected. "The Public Eye is the police force owned by Alchemex, and none of us are sure which is more corrupt."

"Corrupt police forces, huh? Guess it's true what they say. The more things change," Spidey quipped after hearing that. He quickly got serious again as he addressed the concern that Stark had brought up. "Still, even if people do find any reason to think your bad guys, it doesn't matter. The public doesn't decide who or what you are; you do, and not with your words, but with your actions. Even if the whole world is against them, the best and truest heroes always carry on with fighting the good fight simple because that's the right thing to do."

Hearing Spidey's little speech seemed to give the 2099 heroes all the resolve and courage they needed to go along with the proposed plan, and Stark had to smile as he said, "You really are Spider-Man. Guess we'd better do you and all the other heroes of your time proud."

"If you ask me, it looks like you're already doing that, uh…" Spidey could not help but trail off at the end, given that all they really knew about this Iron Man was that he was a Stark.

"Andros. Andros Stark. I'm pretty sure you know my grandfather, Anthony Edward Stark," Iron Man 2099 introduced as he shook hands with Peter.

"Considering that he's like an uncle to me, I think it'd be weirder if we didn't know him," Aelita quipped in reply before she and Peter began to head out.

"Hey, hold on a second. Do you even know where to look for Spider-Man," Hawkeye 2099 questioned.

"Not really, but I'm pretty sure we've got a good way of finding him, and quite frankly, I don't think anything you guys could tell us would be of much help, considering that we only just got here like an hour ago, if not just a few minutes ago," Spidey shrugged.

The Avengers 2099 had to give him that, and they then watched as the two took off in the same direction that their resident web-slinger had gone. After watching for a few seconds, they then proceeded to head for the location of Alchemex's shadow division, though Hawkeye did so a little more slowly than the others. "All this time, I thought he had some kind of hawk-based abilities, and it turns out, he was just a really good archer," he muttered.

"Hey, don't let it get to you, Hawkeye. For all we know, that pink haired girl's Hawkeye is completely different from the one we've heard stories about," Black Widow 2099 said, hoping to cheer him up a little.

Andros just smirked a bit behind his helmet. He knew that Angel Guardian had been telling the truth, given that the data tracks his family kept on the Heroic Age were more accurate than those of anyone else's, but he did not want to tell Hawkeye that right now when they had work to do. Maybe later when they had stopped the villains from another dimension and their evil plans.

Spider-Man 2099 had just swung up through the window of his apartment, a bit tired and really annoyed with how his day had gone. Then again, he probably should not have been too surprised. He really had no one to blame but himself for thinking that he could go on a nice, peaceful last swing through the city before he left this life behind, but who could have predicted that it would lead him into an encounter with Stark's band of freakers and liberated Alchemex hitmen, and just seconds after he had met up with those other two. He still had a hard time believing that one guy was really the original Spider-Man, be it from another dimension or otherwise, but with the way his weird sixth sense had suddenly acted up, he found it just as difficult to deny the possibility of it being true. Either way, the sooner he got out of this suit and tossed it in the nearest waste disposer, the better, especially if it meant that he would not have to worry about those two freakers that were after his DNA, according to the other Spider-Man and his pink haired girlfriend.

Thinking about all of this made him let out a long, low, and tired groan. "Shock, some days I can't help but wonder why I even bother getting out of bed."

"Tell me about it. Never helps when you've got to deal with things like supervillains and such, am I right," asked someone that Spider-Man 2099 had not been aware of until just then.

"Holy shock!" the Nueva York hero exclaimed, preparing to either send out a blast of afterimages or webs at the intruder on instinct until he saw who they were.

"Hi there," Spidey waved while Aelita just smiled pleasantly at him. "We didn't really get to have a proper conversation before things went crazy, so I figured we should stop by. Hope you don't mind that we let ourselves in."

"What the hell…How the shock did you find me," Spider-Man 2099 demanded.

"I played off of a hunch," Spidey shrugged. "I figured that if my Spider-Sense really has started connecting with those of the Spider-Heroes we meet on this multiversal road trip we're on, it could probably act as a homing beacon that would lead me right to the spider in question. I mean, it already pointed me in your direction and that of the last Spider-Man we met before they connected, so why not after?"

"That and we also tagged you with one of his tracking devices," Aelita added on while pointing at something that 2099 had not noticed on him until just now.

"In fairness, I wasn't entirely sure if it did hit you, let alone if it would even work with all this new, future tech that's out there now, but hey! Guess we got lucky. Which feels a little weird for me," Spidey joked.

Spider-Man 2099 paid him no mind as he removed the tracker and handed it back its owner, but instead went right into the matter he figured that the two had come here for. "Look, if Stark sent you here, then you can let yourselves out just as easily as you let yourselves in. I said I'm not interested, even if the offer is coming from someone who might be the original, legendary Spider-Man. And besides, if I'm gone, then those nut jobs that attacked us before won't have any reason to come after me. Done deal."

"Think again," Spidey disputed. "Doc Ock and Spider-Superior wouldn't have come here if they didn't know there was a Spider-Hero in this universe. Even if they didn't know for certain before, they definitely do now, and they'll do whatever it takes to get what they want from you, even if it means putting innocent people in danger."

"If Stark and his pals are really serious about being Avengers, then they can handle it without me. It's not like anything I've done has ever really made a difference," Spider-Man 2099 waved off.

"Funny, because the way Andros told it, we got the impression that you'd be a big help in making this future world a better place, and you have a really good reason to want to make it happen," Aelita argued.

"I don't know about making this world better, but if you mean exposing Alchemex for the factory of evil that it is, I'm even more skeptical about that. Trust me, I've thought I was close to shutting them down plenty of times before, but it never went the way I wanted or expected it to go," Spider-Man 2099 sorrowfully revealed. He did not leave it at just that though, mainly because he could tell that these two were not going to leave him alone anytime soon. "You're right about one thing; I do want to see Alchemex get taken down or at least the Alchemex that's running the world right now. I'm not too crazy about seeing it get completely shocked."

"Okay, can you do me a favor and just stop saying 'shock' every other sentence. It's really weird for those of us who aren't from 2099," Spidey requested.

Aelita on the other hand had found her curiosity getting peaked even further. "Just why don't you want to see Alchemex completely taken down?"

"Didn't Stark tell you anything? Mega corporations run the world now, and Alchemex is in charge of a good majority of the world. If something that powerful gets shut down, then what do you think that means for the rest of the world," 2099 inquired. Aelita and Peter would give him that, but they soon learned that it was not just a noble, high-ground reason driving him. "Also, I'd rather not have to go job hunting in the aftermath."

"Job hunting? Wait! You mean you work for Alchemex," Spidey exclaimed in disbelief.

"My secret identity does. If Alchemex's higher-ups knew that Spider-Man, someone who's been a thorn in their sides ever since his return to the world was one of their employees…well, I'm not sure what they would do, but you can shockin' bet that it would likely involve either a lab table or a termination of more than just my employment," Spider-Man 2099 clarified.

"Sheesh. And I thought working for J. Jonah Jameson sucked," Spidey admitted.

"Hey, I may not like it, but working for Alchemex does help me keep on top of all the goings-on in the company and with knowing when I need to step in and stop some shocked up experiment or project any of them might be working on. Of course, the only other, major reason why I don't like it is because of what they did to me," Spider-Man 2099 revealed.

Spidey and Aelita could tell that there was quite the tale behind that statement, and neither of them had any intention of leaving this future web-slinger alone with Doc Ock and Spider-Superior likely to show up at any second, so they felt it natural that they take some more time to chat with the guy. "How about telling us a story then," Spidey requested. "I mean, from what we understand, you at least seem to know a lot about me. It's only fair that I learn a little more about my successor."

"You probably won't like what you hear," Spider-Man 2099 cautioned.

"Kid, we've both lived through some of the worst things you can imagine and more. You're gonna have to try really hard to come up with a story that could rattle either of us very much," Aelita waved off in reply.

Given that the two had already found places to sit down and get comfortable, the hero of Nueva York quickly figured out that they were not going to leave until he told them his tale at least, assuming they left at all, so with little else to lose, he began to enlighten them on the events that saw to his rebirth of the Spider-Man of 2099…

Alright people, let's start this over again. My name is Miguel O'Hara. I was an ordinary genetic scientist working at Alchemex, and one of my first jobs with them: find a way to recreate the legendary Spider-Man of the Heroic Age. I wish I knew back then what I know now, if only so I could've realized it sooner and avoid what happened when I did learn the truth. When I found out that Alchemex wanted to recreate Spider-Man's powers for the purpose of creating a super powered army at their beck and call, I was already starting to consider pulling out of the project, but it wasn't until they asked me to start doing human testing when it was still too early to do so that I finally decided to resign.

Alchemex has never been the type to take no for an answer, no matter what means they had to use, and in my case, they decided to infect me with a drug that only Alchemex is allowed to distribute. I had no intentions of being coerced into anything by being a drug addict, so I decided that I would use myself as the human test subject for the spider project. As a result, my DNA was rewritten as fifty percent spider DNA and fifty percent of my original DNA, and ever since, I have been the one and only Spider-Man of 2099. I'm pretty sure you know the rest.

I exposed the creep who originally infected me for his crimes, kept my job at Alchemex so that I could make sure that no one else would suffer like I did, fought some bad guys, saved the city a bunch of times, had to deal with my half-brother turning into a freaky scorpion monstrosity, and did my best to keep people safe. In the process of all that, I've found more and more evidence of the evils that have been performed by Alchemex, and a lot of things that proved it did not stop with just some of the lower ranking employees that were looking for a quick and easy promotion. Hence what led me to my battle against the Shadow Division of Alchemex, and to the eventual realization that no matter what I did or how hard I tried, my fight would never end…

"Are you serious? I mean, it know it may seem hard, but the goal's only impossible if you let it be," Aelita started to say.

"Yeah, and besides, from what I've seen, you've got it a bit easier than I do," Spidey told Miguel. "You're obviously even faster than me, and you seem like you're stronger too. I mean, you're not only fast enough to leave afterimages, but you can use them to attack too, and I'm not sure if it was more due to past experiences dealing with them, but you were able to smash one of those robots from earlier in one hit while it took me a little more creative thinking and effort to get rid of them. Not to mention all the other stuff too. For instance, talons in your hands and feet?"

"Yeah, it's part of how I stick to walls," Miguel admitted.

"Huh. Not quite how I do it, but still cool. And it explains why you so many of your attacks seemed to be similar to ones that are used by heroes with claws. Very impressive stuff," Spidey praised.

"And you think any of that makes a difference," Miguel asked. "Even with all my powers, there's always another crook, another higher up that wants to keep Alchemex in the trash. Nothing I do ever makes a difference, so why bother trying?"

"Boy do I know what that's like," Spidey admitted, and he was not exaggerating either. There were more than a few days when he felt like nothing he did really made much difference. If it were not for his friends, family, and loved ones, he probably would have thought of quitting a lot more often than he already had. Aelita could certainly relate as well, having had similar moments every now and then during her days with the Lyoko Warriors.

"And yet you seem like you're still trying, despite the obvious evidence that there's no point," Miguel pointed out. When Spidey and Aelita just looked at him, he instantly went the example he had just been exposed too. "Those guys we fought earlier; you said that you had been fighting one of them for a century, right?"

"Eh, that was more of a little play on the fact that this universe is nearly a century into the future from my present day, but I have been fighting Doc Ock for a while," Spidey clarified.

"Either way, it just means that you never stopped him. It's like no one can ever really beat him or anyone like him. They just keep coming back and causing more chaos and ruining more lives," Miguel sighed, showing just how tired and defeated he felt right now more than ever before.

"Dude, I get it. Really, but that's all the more reason why you need to keep trying to stop the bad guys," Spidey insisted. "Why did you even become Spider-Man in the first place?"

"Huh? Well, to take down the man who basically ruined my life and expose the evils that Alchemex has committed over the…" Miguel started to say.

"No, no. I'm not asking what your mission is, I'm asking for the real reason behind why you became Spider-Man after you got your powers when it would've been easier to just go into hiding and look out for yourself before anyone else. The honest reason that I'm betting is also the same reason why you agreed to help try and find a way to give 2099 a new web-swinger."

Miguel fell silent after Peter got down to the bare bones of his question, but despite his hesitance, he did not need to think too hard about his answer. "The honest reason behind all of that, huh? Despite how amazing it may look to you, the year 2099 is far from perfect, with or without Alchemex. I mean, sure, Alchemex holds a huge amount of responsibility for everything that's wrong with the world now, but it's not like they're the root of all evil. Before I started flying around the skylines, no one really had much to believe in or hold onto aside from old legends about the Heroic Age that may or may not have been true. I accepted the job to bring back Spider-Man and then later became Spider-Man, because I believed that it would give everyone a new sense of real hope if they saw that one of the greatest heroes in history had returned. Maybe not the original guy himself, but someone with his powers and who was both willing and brave enough to do what he did for people in the Heroic Age."

"And that right there is what really makes someone Spider-Man," Peter stated, immediately latching on to what Miguel had just said. He almost delayed his response due to feeling his ego swell from hearing Miguel call him one of the greatest heroes in history, but contrary to popular belief, Spidey could get incredibly serious when necessary. "It's not the powers, the suit, or the even the gadgets. What really makes you Spider-Man is the drive, the courage to do what's right even when it feels hopeless, or like the whole world is against you. Sure, it may seem like it never stops, but if you can keep getting back up regardless of how many times you get knocked down, then you are able to make a difference."

"Oh yeah? How," Miguel asked.

"By showing people that they can make things better tomorrow, even if everything had gone bad today," Aelita answered, taking over for Peter. He had already gotten in more than enough inspiring speeches today, anyway. "Like you said, Spider-Man gives people hope, and from what I've heard, you do that better than any other hero of this universe, simply because you were the first one to appear in 2099. Without you, do you really think Andros would have put on that armor of his? Or that there would even been an Avengers 2099? You inspired all of them to become heroes, because you decided to become Spider-Man. You decided to be someone that could give people hope."

Miguel fell silent by the time Aelita had gotten halfway through her part of the speech. He had not expected either of these two to hit the nail so well on the head, because he had in fact wanted to give people hope. Even before he got his powers, there were plenty of days when it felt like he had become the only person to so much as dare to have even the smallest glimmer of hope that the world of 2099 could become better. Sure, he could see all the corruption and horrific nightmares that permeated the world over, but he still dared to believe that there may be a chance that the people could make it better. When he got his powers and took up the mantle of Spider-Man, he even started to think that maybe he could be the one to give them that hope so many people were sorely lacking. After all that he had seen and experienced as Spider-Man though, he had started to doubt that could be true.

Then again, he could see why these two were thinking the things that they did. Andros had stated in more than a few press conferences that Stark-Fujikawa had no intention of resuming the development of Iron Man armors for any purpose, and yet, not long after he began working as Spider-Man, Stark had appeared on the scene in that fancy new suit of his. Sure, Miguel had to pull the guy out of more than a few messes, usually related to Alchemex, like the time when they liberated Captain America 2099 from Alchemex's clutches, but Stark still kept going at this simply because he recognized how much good Miguel had done by becoming the new Spider-Man.

Right when Miguel had come closer to gathering all of these thoughts that his visitors had given him, a holographic woman suddenly sprang up from nearby, and announced, "Hey, not to interrupt the love-fest, but I think you guys might want to see this."

"Wow. That is so cute that you think that it isn't like you to kill a moment, Lyla," Miguel drawled in response.

"I'm sorry. Who is this," Spidey asked, still surprised by Lyla's appearance.

"I'm the LYrate Lifeform Approximation or Lyla for short. I'm basically Miguel's babysitter and tech support," the hologram replied.

"She's not my babysitter. Tech support is actually a bit closer," Miguel admitted. "She's basically a highly advanced AI I developed to help me with a variety of things, and the number of things only grew after I became Spider-Man," Miguel clarified.

"Just to be clear, one of those things you made her for wasn't because you couldn't get a girlfriend, right? Because…Ultron tried to make himself a girlfriend once, and that was…yeah," Aelita questioned, unable to suppress the awkward feeling that rose up in her when she thought of Jocasta.

"No, I did not make her because I couldn't get a girlfriend. I'm not really all that interested in pursuing romantic relationships at the moment, considering I'm kind of on a break with my actual girlfriend," Miguel insisted.

"Hey, considering the kind of luck I had with my love life before I met Aelita, I wouldn't blame you if that was the case," Peter assured him.

"If you say so," Miguel shrugged, not wanting to question it any further. Not that it stopped him from questioning something else. "What exactly happened with this robot girlfriend that Ultron tried to create anyway? In your universe, I mean."

"Oh! Um…I'd rather not talk about it," Aelita quickly stuttered with a small blush. She then quickly pressed on in changing the subject before Peter could give away any details. "Anyways, Lyla said that there was something we needed to hear about."

"Yes, and that would be a huge emergency," Lyla revealed, waving a hand to bring up a holoscreen to display a breaking news report to better help illustrate her point. "It looks like the Avengers are currently at Alchemex Corporate HQ, and are fighting a whole list of bad guys, all of which we know to have connections with Alchemex's Shadow Division, including the head of said division, and a couple of other guys that I don't recognize."

Lyla may not have recognized the other two, but the second they saw the unidentified pair, Aelita and Peter most certainly did. "I knew Doc Ock and Spider-Superior were going to look for some local help," Spidey snarled.

"Well they certainly didn't go small in their choices," Miguel stated. "That's Scorpion, Hobgoblin, and even the head of the Alchemex Shadow Division herself, Doctor Serena Patel, aka Doctor Octopus."

"Wow. I'll say this for 2099 villains…they're a lot more freaky looking than the ones we're used to," Aelita said after looking over the bad guys that Miguel had mentioned. "Anyone else in there that we should be worried about?"

"Only if it's just those guys and if the fight actually moves into the building. Then we would have to worry about Alchemex's top guard dog. Or should I say guard cat," Miguel stated. Neither of the other two seemed to get his meaning, but he had not really been expecting them to get it. "Long story, but the short version is, Patel cloned one of your old enemies, and then made a few modifications to the end result that would ensure Alchemex would always have a defender, regardless of whether or not they wanted to."

"Sounds like a real huge mess," Peter groaned, not liking anything that he heard.

"You don't know the half of it," Miguel agreed. "But then again, considering how we swiped Captain America out from Alchemex's clutches, I'm not that surprised that they would resort to what they did with their next super powered guard."

"Either way, it doesn't look like we're going to have to look too hard to find Octavius and Superior anymore," Aelita stated.

"So then what's the plan," Miguel asked, surprising the other two heroes when he did. "Hey, it may be your enemies leading the charge, but they're working with villains from my time. Besides, you had a point with what you were saying earlier. Can't exactly say that I'm giving people hope if I just decide to say 'shock it' and quit."

"True, but you do remember that you're Doc Ock and Superior's main target, right," Peter asked. "They probably forced this fight out into the open for everyone to see so that they could get to you."

"Doesn't matter. People could get hurt if I don't try and do something to help, so I'm not going to just sit here feeling sorry for myself if I can make a difference," Miguel promised.

That settled it for Peter and Aelita. Then again, given the conviction in his voice, and the strength he now seemed to carry while standing before them, giving the impression that he was no longer being weighed down by any burdens he carried, they doubted they would be able to stop him from coming with even if they wanted to try. So, they both gave him a nod to show they understood, and began planning their next move with Miguel's help. A much simpler task now that they had some local help of their own.

Octavius could only smirk eagerly as he watched the chaos unfold on Alchemex's doorstep. He could care less about what the sight of various super criminals would do to the future corporation's reputation or what may or may not happen to the citizens of this future city, but if all this chaos drove the Spider-Man of this universe out of whatever hole he was hiding in, he would welcome it in a heartbeat. This idea was shared with both of his current associates, be it the one he had allied with throughout almost the entirety of his travels through the multiverse, and the one they had just recently been acquainted. Of course, he had to admit, she had proven quite capable in the short time he had known her.

"I must admit, Doctor Patel, after what I have witnessed today in terms of both your work and your ability to coerce these various villains into following your command, I've become quite convinced that you are indeed a worthy successor to the mantel of Doctor Octopus," Octavius praised his 2099 counterpart.

"Rather high praise coming from you, Doctor Octavius. Praise that I do not intend to squander at all if I can help it," Patel accepted proudly.

"Still, I have to wonder about these…associates of yours, madam. Not just in terms of their effectiveness, but in whether or not they are also worthy of the titles they bare," Superior remarked as he looked out over the battlefield from where the three of them had retreated so they could temporarily survey their work.

He was of course, mainly referring to the likes of villains such as Scorpion 2099. True, he had proven to be just as capable as Mac Gargan, but the fact that he was clearly more animal than man at this point did leave one with cause for concern. Seeing the Electro of 2099, who was apparently an android with more than a few crossed circuits, did not really help matters in the way of reassurances. From where Octavius stood, the machine appeared even more unstable than Max Dillon, if that were even possible. The really scary thing about this whole thing was that one who seemed the most competent and stable of the bunch was Hobgoblin 2099. A Goblin, appeared to be the most stable villain here, and given what he had seen of the other Goblins in the multiverse, no matter which version they may have been, a good majority of them could hardly ever be called sane. Of course, he was not saying that Hobgoblin 2099 did not seem crazy at all, but given that he seemed to retain more coherent human thought than the others, you could see why the two visiting villains would consider him to be a slightly higher cut above the rest of these 2099 villains.

Patel simply shrugged in return and said, "No one ever said the tools at your disposal needed to be completely perfect. Just that they needed to do the job you require of them."

"Hmm. I suppose that is a rather reasonable point," Superior conceded. "Still, are you not concerned of any chances of betrayal on their part?"

"Hardly. Most of them have been labeled as maniacs, and who would really take the word of the mentally unstable over a brilliant scientist," Patel posed to him.

"An excellent point, indeed, my dear," Octavius approved with a smile. "Now we need only worry of whether or not they can do the job we need them to do."

"Rest assured, Doctor Octavius, the Spider-Man of 2099 is just as much of a do-gooder as the one you deal with. If he sees danger on this scale, he'll come. He can't help himself," Patel promised. Right at that very moment, something in the distance caught her eye, and she immediately smirked as she concluded, "Case and point."

Turning to where Patel had been looking, the other two villains could only smirk with satisfaction as Spider-Man 2099 came swinging onto the scene, already starting to pepper various bad guys with either his webs or some afterimage attacks. This did seem to ward off Scorpion from continuing his attacks on Hawkeye, and distracted Hobgoblin long enough for Iron Man 2099 to finally land a solid hit and knock him out of the sky, but there was still the matter of the other villains to address. Electro had been the first to react to Miguel's arrival, namely by doing like his namesake and throwing out a mad barrage of lightning in Spider-Man 2099's direction, but luckily, Miguel was fast enough to avoid getting hit, and then provide an opening for the 2099 Captain America and Black Widow to counterattack the android villain.

Seeing so many of the villains getting taken down so quickly caused Superior to lose confidence in Patel's plan, but just when he started to voice his concerns, Patel raised a single finger in his direction and said, "Wait for it."

Turning back to the battle, the two visitors from other dimensions saw another figure join the fight just as Scorpion had gotten up again and lunged towards Widow, pinning the lone female of the Avengers right when she had started going to assist the others in securing the other villains. Studying the new arrival, Octavius could not help but see a few details in his outfit that reminded him of the lost Scarlet Spider, save for the fact that it retained the red and blue color scheme that Spider-Man was known for. In addition to this, the eyes of his blue mask were a dark red, and from what Octavius could tell, this new arrival was able to match Spider-Man 2099 better than any of the other villains had proven to thus far.

"Interesting. A second Spider," Doctor Octopus classic inquired.

"Close, but not quite," Doctor Octopus 2099 corrected. "That is Flipside; an android that had been designed to copy the powers and appearance of the first superhuman it came into contact with. When it met with my Spider-Man, something in its software malfunctioned and it became a very deadly foe to the web-swinger."

"So in a way, one could say that it is the Venom of this world," Superior simplified.

"Perhaps, but it is still just a machine, and therefore, of little use to us and our goals," Octavius waved off.

"Maybe when it comes to expanding your collection of Spider DNA, but in terms of subduing your target so that you may obtain the sample you originally wished for…" Patel trailed off with a sinister smirk that the other two immediately shared in.

While the three villains were having this discussion, Miguel had been forced on the defensive by Flipside, but only so he could try and gauge just how much of a challenge the android would be this time. "Like I didn't have enough problems today already," Miguel muttered as he blocked one hit and then slipped away from another, leaving an afterimage in his wake. "What's the deal, Flipside? I thought you had been demolished after the last time you worked for Patel. Or did you forget about how she double-crossed you in the end?"

"No forget. Memories intact. Spider-Man enemy. Spider-Man try to kill Flipside, but Flipside can't be killed. Get better quickly. Now Flipside destroy Spider-Man," Flipside snarled back in a broken, static-y voice before he jumped at Miguel again.

"Sheesh. Apparently not everything was made better," Miguel muttered, barely able to catch Flipside when the android collided with him. "Then again, you never did seem to have the best intelligence chips, so…"

Flipside just snarled at Miguel for his remark, and only dodged Captain America's thrown shield because the two started to roll across the ground in their tussle with each other. The other Avengers would have moved to provide better help had the Public Eye not suddenly shown up and started opening fire on them without any warning, and Scorpion joining Flipside in his assault on Miguel did not make things any easier. Iron Man could only growl under his breath at this new turn of events, but he still tried to subdue the corrupted police force with as little damage as possible.

"Spider-Man! Just hang for a few more seconds," Andros called out.

"Don't worry about me. You just focus on dealing with Hobgoblin and the rest of the idiots on Alchemex's payroll. I can handle Kron and Flipside," Miguel assured.

"All by yourself? That's crazy," Widow argued.

Miguel could not help the smile that had formed on his face, even as he ducked, dodged, and weaved between the two villains' attacks, and soon replied, "Hey, I've faced worse odds. Besides, who said I was alone?"

Everyone had expected something to happen after he said that, but all that really followed was an awkward silence in which Scorpion and Flipside exchanged confused glances with each other, while others just looked about in an attempt to locate what had caused Miguel to say that. Apparently the Spider-Hero in question was also a bit confused, given the small cough he let out to break the silence as he muttered, "Shock. I can never get the timing just right." He then looked up again and said, "Don't worry. I've got this, because…I'm not alone, in five…four…three…two and a half…two and a quarter…Seriously, are you guys going to make an entrance any time today?"

"Who you talking to," Scorpion snarled. His answer, an energy field that sent him flying away from the arachnid hero.

"Finally," Miguel sighed in relief as Aelita came flying down to stand beside him. "What took you so long? And where's Spidey?"

"Got held up by one of those Public Eye patrols," Aelita shrugged while proceeding to begin throwing energy fields at the remaining bad guys, including Flipside. "So I'm guessing this is either the clone or android you mentioned earlier?"

"Android, yes, but he might as well be a clone that got some Venom DNA mixed in," Miguel clarified for her. "Flipside, meet Angel Guardian. An ally of the original Spider-Man."

Flipside only regarded the pink haired Avenger for a few seconds before coming to his next decision. "Pretty lady not stop Flipside. Flipside squash like fly!"

"Hey, I'll take that over any promises to eat me," Aelita shrugged as she rushed the android, grappling him with a modified version of a move that Natasha Romanoff had once taught her. "I can't tell you how many Spider-powered bad guys have tried to do that."

Flipside could only growl in response as he tried to break out of Aelita's grasp, until a barrage of webs coated the place where his mouth could have been, courtesy of both classic and 2099 Spider-Man. "I know right. I'm not sure if that's disturbing or sad, though," Peter quipped in response to Aelita's previous comment.

"We'll show you sad," Octavius suddenly shouted, and before anyone knew what was happening, both he and Spider-Superior had come out of nowhere and attacked the two Spider-Men, with Superior pinning Peter beneath him while Octavius held Miguel. "A rather pathetic hero trying to stop a catastrophe, never realizing that he is providing his greatest foe the very tool he needs to ensure his victory," Octavius concluded as one of his arms withdrew the necessary device he needed to get a sample of Miguel's DNA.

Thinking quickly, Aelita kicked Flipside away, and then made sure he stayed out of the fight for good by blasting him into unconsciousness with an energy field before turning a second one on Octavius. Thankfully, her blast managed to spare Miguel from being even a little pricked by Otto's needle, and Aelita quickly rushed forward to follow up her attack before Octavius recovered. Too bad for her, there was still another Doc Ock in the area to worry about, and Patel did not hesitate to jump in and attack Aelita before she could hit the one she knew best.

"Now, now. Little girls really shouldn't interfere with grown-ups' work," Patel tutted mockingly.

"Considering that I'm the one who's from the twenty-first century, I don't think you've got any place to be calling me a little girl," Aelita joked back, and then kicked Patel off of her so that she had some breathing room to ready another pair of energy fields for further battle.

Meanwhile, Spider-Man was once again caught up in grappling with Spider-Superior, and finding it just as difficult to get a leg up on him as the last time they met. Really, it felt like he was fighting Venom, or even Scarlet Spider with how well Superior matched him blow for blow, only unlike either of the other two, Superior had even more tricks up his sleeves, and Peter felt like the guy still had more to give. Not that he found it surprising; given how many times this Spider-Superior pulled the rug out from under him in the short time he had known the guy, but still, he liked the whole talons thing better when it was not being aimed at him, like when Miguel used his talons to fight actual bad guys.

Case in point, Miguel actually coming to the rescue and turning the odds in his favor by pulling a quick sneak attack on Superior from behind. The two Spiders proceeded to double-team their fellow arachnid right after, and even the unexpected assist from Scorpion did not help Superior's cause in the least, given that Miguel was able to take down Kron with little trouble and an extra assist from Peter's electric webs. Still, Superior did not let the advantage stay with the web-heads for long, and soon pulled out something from his belt that he tossed in Miguel's direction. When the thing that Superior threw hit the ground, a powerful blast of light and sound erupted that made Peter clamp his hands over his ears while shutting his eyes tight in an effort to avoid his senses being impaired, but given how loudly he howled in pain, Miguel got much worse than him.

"Hey, are you okay? What's the matter," Peter shouted over to Miguel.

"I forgot to mention this, but…when I got my powers, my senses were hyper enhanced…I have to wear special glasses or contacts just to…to keep myself from going blind when I go out in my civilian identity because of that," Miguel barely managed to say through gritted teeth.

When Superior scored some easily avoided hits on Miguel not even a second later, and Miguel's best attempt at counterattacking ended up being little more than flailing around blindly, Peter realized that the future hero was not exaggerating, and he quickly moved to assist Miguel as best as he could. Too bad for him, that only succeeded in letting Superior blast him into the Alchemex building along with Aelita, who had just been preparing to deliver a final blow on Doc Ock 2099. Whether the assistance he provided her was intentional or not, Patel did not care. She was just glad that she had avoided being taken down by the heroine that she could not place for the life of her, and instead returned to the fight along with the recently recovered Octavius.

"Do you really think you're the first Spider of 2099 that we've encountered," Superior questioned Miguel as he closed in on the future hero like a predator stalking its prey. "I've seen almost just as many variations of you as I have the original, more iconic hero whose legacy you've foolishly decided to follow after. I'm well aware of who you are, Spider-Man 2099, and of all the weaknesses you commonly possess. You cannot hope to stop your Superior." He probably would have carried on in his boasting had he not finally taken notice of how Miguel was still writhing around in slight pain. "Oh, but I suppose you can't really understand what I'm saying right now, can you? No matter," Superior shrugged as he retrieved another syringe like the one Octavius had been planning to use earlier. "It'll all be over soon enough."

"Ugggh…That did not pan out the way I had hoped," Spidey grumbled upon sitting up, rubbing his head to try and relieve the pain he was currently feeling from it.

"Clearly," grumbled Aelita as she propped herself up on her elbows. She then held out a hand to her fiancé and asked, "So, care to help your bride-to-be up, honey, or do you want to knock me into another wall?"

Peter could not help himself. He just had to laugh a little as he grasped Aelita's hand and helped her stand. "You are so lucky I know just how innocent you really are, otherwise I'd swear you meant something entirely different with that last bit," Peter informed her. "Still, sorry about that, by the way."

Aelita merely rolled her eyes in response to Peter's joke, having quickly realized what he had been implying, but right when she was about to retort, a haltingly familiar voice greeted both of their ears. "Aw, you've already replaced me with someone else again? How much rejection is a girl supposed to take?"

Both heroes froze up in horror for a brief time, but still managed to turn around just in time to see the last person they had expected to find in 2099 approaching them. Granted, there were more than a few differences compared to the last time they saw her, such as how her feet seemed bare save for the coverings provided by the rest of her newly improved black suit, which left the middle part of her body exposed, the odd collar around her neck, and the faint glow that almost formed a set of wings coming from her back, but even with all these changes, neither Spidey or Aelita could deny the identity of this new arrival standing before them.

"Black Cat?!" Spidey gasped in shock. "Like we didn't have enough surprises today."

"At least it's no surprise that even in the future she still seems to get her outfits from Strippers-R-Us," Aelita remarked with a sneer. She never did like Felicia Hardy all that much, especially given how bad of a first impression the cat burglar had made on Aelita way back when, so Peter would have been more surprised if Aelita let the chance to throw a dig at the platinum blonde pass her by. Despite how great her dislike, if not outright hatred of Felicia may have been, Aelita could still see more than a few signs of pain in the woman before them right now, and she could not help but feel concerned. "Felicia…What did these people do to you?"

Black Cat did not seem to pay Aelita any mind, as her attention was focused completely on the web-head accompanying her. "Help me, Spider," Black Cat gasped, her voice clearly holding signs of early tears. "They…They gave me an anti-aging drug. For decades. Made me over…"

Normally, Peter would have reached out to his ex-girlfriend, having never given up on the idea that Felicia could be a better person, but this time, something really strange happened. Something that normally never occurred around Felicia. "Careful, Angel. Spider-Sense is going nuts," Peter cautioned as he braced himself for action.

Aelita was just as surprised to hear that as Peter had been to get the warning tingle, given how his sixth sense almost never went off because of Black Cat, save for when she was actively attacking him, but thanks to his warning, they were both ready to jump out of the way when Black Cat suddenly lunged at them, swinging a set of claws at both heroes before she crashed through the wall and into the next room with that single strike. Seeing such a display of strength helped Spidey and Aelita to both harden their resolves and give chase, having put together the pieces of a puzzle that had been bothering them for a while now after this encounter.

"You're lying," Spidey accused. "You're the clone that Doc Ock 2099 made into a glorified watch-dog, or watch-cat that Spider-Man 2099 warned us about."

"I may not like her, but even I know the real Felicia Hardy would never have let anyone…" Aelita started to say, only for the other woman in the room to cut her off.

"Never let them what?! Turn me into this," Black Cat 2099 demanded with a sneer. "Oh, just you wait, Missy, because sooner or later, you'll find out that being around Spider can lead to nothing but pain and misery. After all, he's the one who destroyed me, and after what he did, I didn't care what happened to me anymore."

"What? I don't even know what you're talking about," Peter insisted, but Black Cat 2099 did not listen, and instead just launched into her next round of attacks. A round that came far faster and deadlier than anything Felicia had been capable of before.

Normally, Aelita would have moved to provide Peter some assistance, either by throwing out energy fields, or using her creativity to trip up or catch his opponents, but the two were moving so fast, she could not find a clear opening that did not put Peter at risk. Eventually, she just spread her wings and flew forward with a might lunge, and joined in on the fisticuffs as best as she could. It did not do her much good, as Black Cat 2099 proved to be quite the competent fighter. Not to mention the claws that she used even had the extra edge of somehow being able to cut through her suit, and as far as she knew, there was only one person with claws that could do that, and he was currently a whole other universe away.

"How did you…It wasn't just Felicia Hardy whose DNA you were made with, was it," Aelita guessed upon finding another break.

"No, it wasn't. There were others as well. A hero by the name of Tigra, and some other, ex-assassin that history lost all memory of," Felicia 2099 replied with a sinister smirk.

Now Aelita had a very different reason to dislike this universe; similar to the original reason, but now with a new addition, and it really served to steadily make her angrier. "So not only does 2099 not remember me or some of my best friends, but Alchemex basically stole a piece of one of them to make a tramp like you for their personal defense?!" A new set of energy fields blazed to life in Aelita's hands after that outburst, and with them came a simple promise from the girl in question. "I'm going to enjoy this a lot more than I originally thought."

Aelita then hurled both energy fields at Black Cat 2099, blowing her away from Spidey just when she had turned her attention back to Peter, and Aelita did not let up with just that. Instead, she proceeded to rush the clone of her fiancé's ex-girlfriend and begin pummeling her into next century, basically taking out both her anger at Alchemex and all the frustrations she had with the original Felicia Hardy on this 2099 knock-off when she did. Normally, Peter probably would have stepped in to try and stop Aelita, but this time, he figured that the smarter option was to just let her vent like this. Clearly Alchemex and Black Cat 2099 had set her off, and he had learned a long time ago that it was better and much safer to just allow Aelita to let it out when this happened.

By the time Aelita had finally finished, Black Cat 2099 had dropped to the floor in a heap, and the pink haired woman could only pant heavily as she stood over her. Peter did not approach right away though, as he figured it would be safer to let her have some space for a few extra minutes, but he did come over eventually. "Feel better now," Peter asked when he finally came up to her.

"A little bit," Aelita admitted sighed in relief. She then turned a serious look to Peter and said, "But if we ever tell this story to anyone else, let's make sure we leave out the particulars of how Black Cat's daughter was created in this universe. Especially whenever Odd next pays us a visit from the dimension he ended up going to."

"You won't hear me arguing. I don't think Tigra would be too happy to hear about this either, anyway," Spidey agreed. "Now come on. The rest of our 2099 friends still need our help, and we need to make sure that Ock and Superior don't get a chance to swipe any of Spidey 2099's DNA."

Aelita immediately nodded in agreement, and proceeded to rush after Spidey as they headed back out the way they had come in. They never noticed that Black Cat 2099 had started to stir by the time Peter had made that last statement, and had ended up quietly giving chase not long after. She had managed to follow them all the way to the hole they had come into Alchemex from without either of them noticing, but that all changed when they finally got outside the Alchemex building again. The second she got just more than an inch outside of the building, Black Cat 2099 froze up, collapsed to her knees, and then let out a near-ear-piercing shriek of terror that got both Aelita and Peter's attention back onto her. She did not even stop screaming when the two came rushing back to check on her.

"What's the matter? Cat, what's wrong," Peter tried asking, but the Felicia clone just kept screaming.

"Felicia, please, talk to us," Aelita pleaded as she watched the woman curl up into a ball.

"It's her agoraphobia," Captain America 2099's voice filled in, making the other two turn around just in time to see her come up beside them. "After Stark and Spider-Man liberated me from Alchemex's clutches, they started taking more extreme measures to make sure that their super powered assets wouldn't betray and abandon them. In her case, they hardwired her with a severe case of agoraphobia."

"Agoraphobia? As in a fear of entering open or crowded places, leaving one's home, or being in places that are difficult to escape," Aelita filled in with dread.

"I'm afraid so," Cap 2099 confirmed. "As such, Black Cat can't leave the Alchemex building without collapsing in terror. Even if she wanted to leave, she couldn't."

Peter could hardly believe what he had just heard. Just thinking that anyone could be so messed up they would instill a crippling fear or anxiety disorder into a person made him sick. At that moment, he wanted to do to Alchemex and the person who created this Black Cat clone what Aelita had done to said woman not even a second ago. Speaking of which, Aelita now felt really bad for wailing on Felicia 2099 like she did, having never suspected that the woman suffered from something like this, but it was not like any of them could do anything about that or this Felicia's situation right now.

Peter ended up being reminded of that even quicker than Aelita was when he saw Superior extracting something from Miguel's downed form, and it did not take him long realize what he and Aelita had missed while Black Cat 2099 had been keeping them preoccupied with their game of cat and mouse. "Oh no," Peter gasped. "He's got a sample of Miguel's DNA! Someone stop him before he and Ock get away!"

Everyone sprang into action the minute Peter had finished shouting. The Avengers 2099 followed after the original web-head in an attempt to grab Superior before he could get too far away from Miguel, while Aelita was left to move Black Cat 2099 back into Alchemex. She did not want to bring Felicia back to the place responsible for doing this to her, but Aelita did not really see many other choices at the moment. Sadly, none of the other heroes were very successful in their endeavors, because Octavius had intercepted them and proceeded to easily swat them aside with his metal arms. Thanks to Octavius, Superior finished getting a sample of Miguel's DNA, and the two then proceeded to take their leave, with Octavius covering their retreat by forming a shield with two of his arms. Even with Iron Man helping to break the shield, Spidey knew that it would be impossible to get through Doc Ock's arms since his nanotech would just allow him to repair the damage just as fast as it was delivered.

Doc Ock 2099 on the other hand did not have such invulnerabilities, and with Hawkeye's help, Spidey managed to pin her down very quickly. Not that it stopped Patel from realizing that her current business partners seemed to be leaving the field. "Doctor Octavius, wait," Patel cried out. "We can still win!"

"Actually, my dear. We already have won," Superior revealed, displaying the vial he had stored his most recent acquisition inside.

"But…But what about our deal," Patel protested. "You said that you would help me to get a sample of Spider-Man's DNA if I helped you!"

"Did I say that," asked Doc Ock, his voice conveying nothing but false surprise. "As I recall, I merely said that working together would allow us to gain a sample of your Spider-Man's DNA. I don't recall ever mentioning if we would assist in getting enough for both of our purposes."

"You…You wouldn't dare," Patel snarled angrily.

"Apologies, Serena. I truly did mean it when I said you were a worthy successor to the mantle of Doctor Octopus, I neglected to mention that you still had a great deal to learn before you could ever hope to be on my level," Octavius mocked. He did not just leave it there; he still had one last parting gift for his 2099 counterpart, which would serve as a very adequate distraction for the heroes. "Oh, and I assure you, this is nothing personal. I just can't have any of those heroes getting any ideas."

Upon activating a control via the computer he had on his wrist, Octavius set off several explosions in the Alchemex building, making everyone pause in what they were doing to turn and see that said structure had started to slowly fall over to one side. Hawkeye was the first to react, namely by taking the tried and true method of flying up to the side of the building and pushing trying to push back against it as it fell, with Iron Man joining in soon after. Since all of the heroes were so quick to turn their attention towards the more immediate threat to civilian lives, Doc Ock and Spider-Superior were able to escape once again, much to Spidey's frustration, but he knew that he could still chase after them later. Right now, he had to help keep that building from collapsing and killing all the people both inside and below it, and Peter knew would not be able to do it alone.

"Come on, Miguel. Rise and shine," Peter muttered as he gave Spider-Man 2099 a good shake to wake him up. He even prepared to give him a good slap, but thankfully Miguel came around just as he was drawing back his hand back.

"What happened," Miguel asked.

"Superior and Octavius pulled a dirty trick, Angel and I met the Alchemex watch-cat, Doc Ock and Superior swiped some of your DNA, double-crossed your Doc Ock, and then set off some explosions that have made Alchemex start to fall over like a Jenga tower," Peter summarized as quickly as he could.

"The Shock is…" Miguel started to ask, but he stopped short when his eyes fell on the collapsing building. "Never mind! I'll ask later! Right now, Stark needs to start getting people out of the building in case we can't keep it from falling."

"Would if I could," Andros said over the comm. device in Miguel's ear and Spidey's webware, telling both Web-Heads that he had hacked their comms at some point. "Alchemex's security system has a shielding system that specifically keeps out any teleporters that they don't want getting in, and even in this state, it's still up. I should know since I already tried it, and we don't have time for FRIDAY to hack in and disable the system so that I can."

Miguel immediately turned to Patel upon hearing that, and hoisted her up by the scruff of her neck. "Shut down the security system," Miguel demanded, only for Patel to huff in refusal. "You want to keep your job? Then shut it down so we can get those people out!"

"Even if I could, I wouldn't do it," Patel refused. "None of this would have happened if it weren't for you and that relic that should've just stayed in his own time and universe."

"Yeah, yeah, yeah. Like we haven't heard that song and dance before," Peter grumbled before webbing Patel's mouth shut and getting Miguel to drop her. "We don't need her anyway. We can stop the building from falling down with our webs."

"Are you nuts? There's no way my webs can hold a building that big, even if I fired several different web cables to hold it up," Miguel protested.

"Yes they can," Peter insisted while fingering some of the pockets on his belt and then loading a special web-fluid cartridge into his shooters. He may use a new version of his web-shooters, but he still had the option of using them the old fashioned way for various occasions when needed, like now. "Or at least they will once you load your web-shooters with this stronger formula of web-fluid that I developed for just such situations."

"Web-shooters? What're you talking about? I have spinnerets in my arms," Miguel admitted.

"Ewww," Peter groaned upon hearing that, only for his mood to do a complete turnaround a second later. "Show me."

"No time for that. Any other ideas," Miguel asked.

Luckily, Peter did have one other idea. "Have you ever tried to interweave your web-lines to create double-layered intertwined webs before?"

"No. Never really thought to try it," Miguel shrugged. "What good would that do?"

"For one thing, the tensile strength is exponentially stronger than…You know what? Just start doing it and then wrapping the resulting webs around the building. You'll see for yourself," Peter explained as he finished making the final adjustments on his web-shooters and then swinging into action.

Miguel did not really get it, but he shrugged and began doing as Peter suggested, thinking it was worth a shot. Starting off by shooting a pair of webs onto one point of the building, Miguel then proceeded to spin the lines so that they wrapped around each other several times over, while Peter swung around the building, wrapping it in some of his own extra-strength webs. When he came back around to the original point, Peter then proceeded to swing himself over Miguel's interweaved webs, adding an extra layer of strength to both sets, all with an acrobatic flair that could only come from a person with spider powers, and leaving the heroes of 2099 star-struck.

"Whoa! He really is Spider-Man," Miguel quietly breathed out, finally able to believe the idea entirely.

Peter gave no indication of whether or not he heard Miguel when he next landed alongside of him though, but considering that they had a building to keep from falling, that did not surprise anyone. So, with their webs wrapped firmly around the massive structure, the two web-heads began pulling with all their might, while the heroes on the other side of the building kept pushing back, until finally, the Alchemex buildings impending collapse came to a hard stop. Despite stopping it though, they still could not let go without risk of it starting to fall again, but Peter did not think they had much to worry about for long. Not when he could hear a familiar, soft tune echoing in the air.

In an instant, several supports came into being to hold up the portion of Alchemex that had been falling over, and a quick, narrow repuslor beam allowed Iron Man 2099 to seal them in place. Once enough beams had been created and sealed, Iron Man and Hawkeye relaxed their grips, with Peter and Miguel followed soon after, and they all breathed sighs of relief when they saw that the building not even budging an inch in any life-threatening direction. The heroes of 2099 were still confused as to how those beams had suddenly materialized out of thin air like that, until they saw Aelita floating in the air with one hand held out in the direction of said beams and a knowing smile on her face.

"You know what they say: a little creativity can always help in any situation," Aelita declared in a rare moment of boasting.

"I'm not really sure how many people say that, but I'm pretty sure that you're the only one of them who actually puts such a literal spin on it, honey," Spidey quipped in return. He got serious again and asked, "How's Felicia?"

"She's okay now. A little out of breath and stumped that I helped her, but otherwise, she's fine," Aelita admitted.

The feel-good moment ended up being ruined shortly after though, when Patel got back up and finally clawed Peter's webs off of her. "You think this is over," she snarled. "Think again! I'll have you all arrested for this! This was clearly a direct attack on the Alchemex company by Stark-Fujikawa, and don't think that you can avoid any lawsuits this time, Iron Man! You will all pay for this! You hear me?! You'll all be locked up in the deepest, darkest cells that I can—ACK!"

Most of them had not expected the doctor to be silenced so abruptly, and even fewer had expected Black Cat 2099 to be the one who shut her up, but seeing her lower the gauntlet that she had fired the laser from before it disappeared with a scowl directed at Patel, they could hardly suspect anyone else of being responsible for it. Felicia must have realized all the heroes were staring at her, because she eventually shot an even look at them all and said, "What? Doctor Patel has clearly been abusing Alchemex resources for her own personal gain. I don't think it would be too great a stretch to say that they would be planning to cut their losses when it comes to her."

"If you say so, Cat," Peter shrugged, having learned long ago to take what you can with Felicia Hardy, regardless of whether or not this was the original.

Black Cat 2099 then turned to leave when Aelita suddenly called out to her, making her stop. "I know you've had it hard up until now, and that right now, you can't see any way out because of what Alchemex did to you, but you can't let that stop you from trying to live your own life, away from Alchemex," Aelita told the clone of Felicia. "Not just because of who your mother is, but because of who else was used in your creation."

"Meaning what," Felicia asked.

"One of the people's DNA used to create you is one of the bravest men I've ever known, and even when he was forced to suffer under someone else's control, he always kept fighting for his freedom. Like it or not, there's a part of you that came from a Lyoko Warrior who never gave up fighting for his freedom, and who's still fighting even now to make up for any wrongs he may or may not have committed, so you have no right to do any less than him," Aelita insisted, and from the way that Felicia's eyes had widened upon hearing that, she knew that she had gotten her point across.

A half hour later, the Public Eye had finally gotten their crap together and arrested Serena Patel. When the news story broke out, Felicia ended up being proven right, as Alchemex basically shifted all the blame onto the 2099 rendition of Doc Ock, both for the incident that had occurred and various other ones that had been rumored to have taken place before that. It left Miguel feeling really frustrated, since that meant a huge amount of evidence that he had gathered for exposing the dark side of Alchemex was now useless, but everyone had been pleasantly surprised to find that he did not let it get to him very much. He just grumbled about it for a short time and then waved it off, saying that he would always be able to find something else to make up for the loss.

Afterwards, he had a brief talk with Andros Stark about the matter of his joining the Avengers 2099, and though she did try her hardest not to eavesdrop, having super hearing meant that Aelita could not help but listen in. Then again, Peter would swear up and down that she had not really tried that hard to keep her ears out of it, given the small, happy smile she had when the conversation had finished, but he would not blame her if that were the case. He had been just as curious of whether or not Miguel had decided to finally accept the future Iron Man's offer to join the team at last too, but he felt like he did not even need to ask after the day they all just had.

Miguel on the other hand, did need to get some things off his chest, and they were all in regards to the people who had given him his recent pep talk. "I still can't believe it. I just teamed up with the legendary Spider-Man," Miguel whispered over the din of the traffic flying around below their current perch on a random rooftop. "You saved the day."

"We saved the day," Peter gently corrected. "If it weren't for you, none of this would have worked out half as well."

"Yeah…I guess you might be right," Miguel agreed, but the other two could still see some hesitance in him that needed to be squashed.

"You know, about what you said before…that belief of how Spider-Man gives people hope? I've believed that myself for a pretty long time," Peter admitted. "Sure, having the original around would be cool, but this isn't my world; it's yours, and like it or not, you're the Spider-Man that 2099 needs the most. In all honesty, I don't think they could ask for better."

"He's right," Aelita nodded along. "From what I've seen, you're just as brave and selfless as Peter is. I don't know if Octavius only said it to Patel just for the sake of getting her to work with him, but I can promise you that we both mean it when we say that you're a more than worthy successor to the mantle and the name of Spider-Man."

Miguel could not begin to describe how good it felt to hear that, but he did at least have one thing in mind to say. "There's a good reason why you're a legend, Peter," he told his predecessor.

"Wanna know a little secret? I've never had any plans on becoming a legend. All I ever wanted to do as Spider-Man was protect people, keep the neighborhood safe, and look out for the little guys. So long as you can at least do your best at that, you'll be able to keep the legacy alive for a long time to come," Peter told him.

"I'll remember that, and why it's so important for me to never quit," Miguel promised.

"Good, because to paraphrase something that the Iron Man I know once told me, the world will always need a Spider-Man," Peter guaranteed. He then retrieved the portal gun from his belt and activated it once it was aimed away from them, before he turned back and said, "Now then, we'd best be getting a move on. We've still got some bad guys to stop."

"Best of luck then. And make sure you get in a few hits for me on the off-chance I won't be able to help out more when you catch up to 'em," Miguel requested.

"Count on it," Aelita smiled in return as she jumped into the portal. "See you around, Miguel."

The two Spider-Men exchanged a quick farewell salute as well, and just when Peter had prepared to cross the threshold of the portal, Miguel called out one last thing. "By the way, since I forgot to say this before…You got a pretty nice costume as well."

Peter just grinned back in reply, sure that Miguel would be able to tell he had done so despite his mask, and then made the jump into the portal. It did not take him long to catch up with Aelita in the latest round of their flight through the multiverse, and needless to say, they were now more determined than ever to catch up with Doc Ock and Spider-Superior.

"Watch out Octavius," Peter promised. "Because no matter where you and your partner run, we're gonna be right on your tails."

AN: Not a bad job in 2099, if I do say so myself. In case it wasn't already obvious, Miguel was rocking his iconic Spidey suit (because that's the one everyone knows best, and that I honestly think everyone prefers), but I doubt I needed to explain that.

As for the other guest-stars in 2099, Captain America, Black Widow, and Hawkeye 2099 are all the ones we've seen most recently in the comics, and yes, the Hawkeye of that series does in fact have wings, and as far as I've been able to tell, doesn't use a bow and arrow. Scorpion 2099 is the Kron Stone version, Hobgoblin 2099, well if you want a better idea, just look up any image of him as he appeared in Spider-Man: Shattered Dimensions, which doubled as his first appearance, same goes for the Doctor Octopus 2099 we saw here. Honestly, I prefer the Serena Patel version, partly because that's the one I know best, and partly because I can't really get on board with the Atlantean one that appeared in the comics.

Andros Stark, aka Iron Man 2099 follows the design of the character that was used in Iron Man Armored Adventures, mainly because I feel like he seems more like a future/2099 Iron Man than the one we've recently seen in the comics. And speaking of faces from the future, there's also the matter of Black Cat 2099. Yeah, she's based very heavily on the version we saw in Spider-Man Edge of Time, though she did get a little bit of Code Avengers detail worked into her. In case it wasn't already obvious, the other person who's DNA she had added in along with Tigra, was our old friend Odd Della Robbia, who will in fact be making his big unveiling debut in Code Avengers Cosmic, come the next chapter of said story.

Spidey (Peter): Isn't that a bit of a spoiler though?

AN: At this point, no. It really isn't, considering how obvious it should be by now, even without everything that was said in this chapter.

Aelita: What about the abilities of Miguel in this chapter? Or really just the storyline you went with for this universe?

AN: Well, it's a bit of a mix of what I consider some of the best versions of Miguel O'Hara. Namely how he's fast enough to leave afterimages, apparently stronger than original Spidey, and able to shoot webs through spinnerets on his arms as opposed to needing web-shooters. As far as his story goes, it's kind of a mix of a couple different versions I've seen in comics and other media over the years, all rolled into one, much like the rest of this 2099 chapter. Also, I tried my best to keep Miguel's origin story as close to the original version as possible, while still keeping it open and flexible to other elements that went into this particular iteration as I could, but you can definitely find a lot of stuff in there that mirrors his original origin story.

And before anyone asks, yes, Flipside is in fact a character that Miguel has dealt with in the comics. I've never really read all that many different things with him, but I figured that I should at least take a crack at showing my little interpretation of the guy. Oh, and speaking of which, Miguel's last comment to Peter before he left...it's something of a spin on the last comment that Miguel and Peter shared with each other before parting ways at the end of their first meeting in the comics. Or at least the first one that I'm aware of, which the two looked to each other and complimented the other's suit.

Now, with that said, let's talk review answers, or at least all the ones I can answer, anyway.

First off, to guest reviewer "Actionmoviefan", I can't say for certain if Jessica Drew will show up or not in Code Avengers, but I would certainly like to try and get her in there at some point or another, be it as a SHIELD agent, or as Spider-Woman. Honestly, I do want to have a Spider-Woman appear in said universe, but it'll most likely be a long time before that happens.

And secondly, "Dragon Rider 66", if I'm being honest, originally, the previous chapter was going to take place at a moment when the Avengers of Justice Marvel had formed (if that counts as a spoiler, me basically confirming that there will be Avengers in the Justice Marvel Series, then sorry for that), but after thinking it over, I figured that having it take place at the time gap between the end of Starcrossed and JLU was a bit more suiting, both for this story, and for helping Sensational Spider-Man's character development. Speaking of which, I never mentioned anything about Gwen having powers when Peter met Barbara because for one thing, Peter's not really all that eager to talk about his first love at that time, and likely won't be for a while. Secondly, as to how she lost her powers...well, Peter's lost his powers because of his enemies creating various chemicals or formulas that were designed to neutralize his powers before, and since this was at a time when he was seriously mixed up in a battle with Green Goblin...I think you can see where I'm going with this, right? Finally, just to clarify for you, technically speaking this is an alternate 2099, not the 2099 of their universe, but there are still at least one two clues that could make them think that it might be if they didn't already know better.

So, with all of that out of the way, it's time to jump to the next dimension, and we're not quite done with universes that take place in a future timeline just yet. As you'll soon see when you go Onto the Preview!...

Spidey and Aelita aren't quite done with web-heads of the future just yet, only this next one isn't an inheritor of the web like Miguel. It's still Peter Parker, but he's somehow traveled into the future, at least of this universe, and there's more than a few alien allies along for the ride. Not only that, but Captain America is also commanding a spaceship, and is leading a crew of some of the best soldiers and mercs in the galaxy here! And apparently, there also a soldier on his crew that's supposedly been reported to be dead for some reason. Just what kind of galaxy have they stumbled into now? Regardless, it might be a bit harder for Doc Ock and Spider-Superior to get a sample of this Spidey's DNA, so why are they still so nervous? Probably because of a few recent reports that have come in over the ship's comms. Find out just what's in store for our heroes next time in…Chapter 4: Spider of the Galaxy.

If you're familiar with some of my other works, I'm sure you've already worked out where they're going next time. If not, then I'll just go ahead and say it. Spidey and Aelita are heading for the world of my Mass Effect & Captain America crossover Avenging Normandy! That should be quite the interesting ride, am I right? Well, you'll find out for yourselves soon enough, so for now...

Please read and review, and swing on back for next time, fellow true believers!