SPOILERS FOR SEASON 4 EPISODE 10. IF YOU HAVEN'T SEEN IT TURN BACK NOW! THIS IS YOUR FINAL WARNING!

This is just a small one-shot floating around in my head for a while. If you have sent me in a request then I WILL write it for you. If anyone else had a Scarlet Spider x Spider-Man one-shot please let me know and I will write it for you. Other than that, enjoy.

I do not own Ultimate Spider-Man.

"Why do I have to go with the baby spiders?!" Scarlet demanded.

"Because, I have to be elsewhere, so either you go with them, or we let them handle this alone," replied Peter, folding his arms across his chest.

'Ben' thought of Miles and Cho trying to break into one of Ock's labs alone and threw up his hands, "okay, I'm going."

He couldn't see his face but Scarlet was positive Spider-Man was smirking. He ignored it, Spider-Man didn't know anything. It wasn't like he cared about these little punks or anything.

"You sure you're alright?" Scarlet found himself asking for the umpteenth time.

Amadeus yawned, "yeah, I'm fine. Just tired."

Miles yawned hugely, "yeah, tell me about it."

"Well if you two are that tired why didn't you just tell Spider-Man? He wouldn't have asked you to go on this mission." Scarlet asked, irritated.

Cho shook his head so hard the armour clanked, "Peter has enough to worry about, he doesn't need to be thinking of us too."

"Besides, it's not that bad, we're okay," assured Miles, his words broken by another yawn.

"Sure you are," said Scarlet Spider, shaking his head. "Well don't come crying to me when you fall asleep on the job or make mistakes."

"Ha!" Miles swung past Scarlet, cutting him off, "well don't come crying to us when you trip over your own bad attitude and get yourself hurt!"

Iron Spider blasted past him, leaving him in the dust.

'Ben' chuckled despite himself, if nothing else these punks had spunk.

Not that he admired them or anything.

After the infiltration mission, which was tiring, but not particularly deadly, he went to find Peter.

Technically Dr. Conners was running S.H.I.E.L.D but Scarlet didn't answer to him. After he found Spider-Man and updated him on the mission he went back to find that Miles and Cho had fallen asleep in the room he'd left them in.

"Ugh," children. Ick. This was why he hadn't wanted to go on a mission with them; they had been at their limits even before the mission and had now gone from tired to wiped out. They'd be fine in a few hours but for now they were out like lights.

"Hey," he touched Miles's arm, the boy didn't even more. "Wake up damn you, you can't sleep here." He shook Cho's shoulder, the teen genius groaned and his eyes fluttered open but he was still obviously very much asleep.

Scarlet sighed, "come on." He hoisted Cho onto his back, armour and all, usually this would have sent the anti-social Amadeus screaming and running but he was so sleepy all he did was mutter, wrap his arms and legs around Scarlet, lay his head on his shoulder and go right back to sleep.

He picked up Miles's lighter form in his arms and strode out the door, muttering darkly about children who couldn't stay awake long enough to not fall asleep in training rooms.

Carrying his two spiderlings Scarlet wandered down the hall until he found the room the students slept in. He'd never used it himself but another bunk had been prepared for Miles. There was no one else in there as Scarlet placed Miles on his bed and Cho on his own bunk, pressing the button on his chest to retract his suit before pulling the covers up over both them.

They were good kids. Heroes actually. They risked their lives fighting for what they believed in every single day and neither of them was over thirteen. Miles wasn't even from here, and Cho could be doing so many different things with his intellect but they both fought for what was right. If nothing else Scarlet admired that about them.

But it wasn't like he liked these punks or anything!

He brushed the hair out of Amadeus's eyes with a gloved hand before turning and leaving the room.

The Sinister Seven attacked tomorrow. He had to be ready.

*A spiderling is a baby spider, just so you know.

Hope you enjoyed guys. Bye!