"Uugh!...So tired..." Motto groaned, resting her head on her desk in a dramatic fashion, her clock-like irises ticking faster and faster. "So hungry..."

In the last hour the universe hopping Arachnid Miles Morales and his new acquaintances of SHIELD had unpacked their supplies, making a home in Hosu City Police Station. An agreement wrangled together by Daisy and the police captain.

"Awe..." Simmons cooed while she stepped beside the rookie. "Reminds me of my first few weeks in the agency..."

"Well you weren't zigzagging around like a lunatic." Fitz chimed in, not bothering to look up from the observation lens of one of his devices. But then he paused in thought, and shifted his attention to his fiancee. "Well...Not to her degree anyway. Plus you didn't leave a gust of wind everywhere you went."

"Fitz-"

"What, I'm just being honest!" The Quirkless scientist declared, spinning around from the chair he sat at to fully face the rest of his patsy. "You were much less of a pain to deal with than...her."

"But back then you were stuck in a lab researching Quirk User DNA strands."

"Yeah?...What does our first date have to do with anything?"

His fellow scientist couldn't help let out a little laugh at that, shaking her head as she uncrossed her arms and put his hands on her sides. "That wasn't our first date, it was an assignment we had to do to track down a flaming vigilante."

"Hey, I was nearly roasted alive by a guy on a flaming motorcycle." Fitz interjected, spinning his chair back to his desk. "That counted as a date!"

Swiftly the Scotsman turned his attention back to his work, while his wife-to-be stepped forward, coming up behind him and putting her hands on his shoulders.

"Maybe...But it was also the single most terrifying day in my entire life so I wouldn't quite count it." Simmons spoke softly, leaning against the chair her fiancee sat at.

"Is it?" They all heard the familiar voice of their Chief Daisy as she walked through the door frame, right past the rookie as she rested on the desk weakly. And her attire had grown much more professional, with a black business suit with a white buttoned up shirt under the blazer. Though it was loose at the top, which did reveal a fine bit of cleavage. Mostly because she didn't care enough about her appearance beyond being appropriate.

"I'd think being told we're all going to die would be a close first." She spoke with enough sarcasm one could taste it rolling off her tongue.

"It's definitely up there for everyone, I think." Hope chimed in as she and her partner Scott walked through the doorframe. Both were out of costume, wearing simple civilian clothing. For Scott it was a simple brown hoodie and cargo pants, and for his partner was a leather jacket and blue jeans.

"Hey, I'm sorry-" Miles started, turning to look at the two insects with narrowing eyes. "Where have you two been exactly?"

To that the Wasp turned her attention to the young man across the room, crossing her arms. "We were trying to find Intel, possibly about the Time Stone and where it is, or who has it. So far we got nothing."

Her partner stepped to her side, lifting up a plasplastic grocery bag with a soft smile. "We also got a few snacks. I mean...I think they're snacks..."

"Snacks..." Motto moaned in front of them, not moving her head as she spoke weakly.

The former crook Scott set the bag down in front of the Speedster, reaching inside and grabbing its contents.

"Instant Ramen, Thirty-second Souba, Pocky sticks. Wasabi flavored Kat-Nats..."

The silver-tip blonde didn't miss a beat. The second he placed the sealed cups of food down on the table they were swiped into her hand, and she had strings of noodles stuffed between her lips.

No one thought anything of it, especially not Daisy, Fitz or Simmons, as they actually knew how her Quirk worked. Still, her course etiquette was quite unsavory, as she was quite literally stuffing her face like someone who hadn't eaten for weeks.

"Motto, slow down. The food's not going anywhere." Simmons spoke out like the mother she was to her. "Chew it. Enjoy it."

"Yeah no I need you to chow down on everything in the next eight minutes cuz that's when we leave." The walking Earthquake chimed in, letting out a huff while she rubbed the temple of her forehead with a finger.

"And where is she going?" Hope questioned the drunk, to which she turned with a small scowl of annoyance. Mainly from the hangover she's been forced to suffer through.

"She, and you are going downtown. Another mince murder crime scene plus a custom construction job." Daisy explained bluntly. "Guessing because our mutual friend here was investigating the last place it'll be related to those stones you guys are looking for?"

"Worth a try." Their mutual friend Scott shrugged.

Meanwhile the youngest of the group patted her fist against her chest, coughing softly. A result of scarfing down an entire cup of ramen.

"Did you...get any water?..."

It had finally begun for the two, the Final Exam between Peter, Gwen, and the Number One hero All Might.

It was a challenge specifically tailored for the both of them in Ground Beta. The same urban cityscape where 1-A fought against 1-B just a few days ago. And it looked brand-new. Almost like Monoma hadn't decimated a fourth of it trying to blow Peter to smithereens.

"Okay, so to clarify: The point of this exam is to find a single hostage and get them across the finish line?" Gwen questioned, the eyes of her mask shifting to give a raised brow expression as she spoke to her partner.

"It's either that or beat All Might himself." Spider-Man shrugged. "But considering he probably has strength equivalent to the Hulk, I'd rather not take my chances if I can help it."

"Well that's no fun." The blonde spoke bluntly, looking ahead. "And realistically insufficient. Our goal should be to capture the bad guy, then the hostage. That way no one else gets in the way."

"Okay. Fair. Any idea how we do that?" The webhead in red and blue questioned with a raised brow.

And with that, his partner abruptly stopped in her tracks, grabbing the satchel hanging from Peter's side, and to that point stopping him from getting any farther.

"Your girlfriend's got something in here to help with that..."

Meanwhile, from afar their enemy watched, standing tall above on the roof of one of the many buildings. Like that of an Apex predator studying its prey.

"Hm...Here we go, Heroes." He spoke triumphant, getting down into a squatting position slowly.

"H-Hey!" Peter stuttered as he caught his footing, looking back at the back at the blonde. "You know you could just ask, right?"

"I could but we're on a time crunch." Gwen spoke bluntly as she rummaged through the devices inside.

"Of course..." The young man sighed softly, the eyes of his mask narrowing while he looked down a moment. "Karen, is Thermal Imaging still online?"

"Of course, Peter. Would you like to use it?" Karen's voice filled his ears, to which he nodded in response.

"Yeah, we need to find a hostage somewhere..."

"And now you're talking to yourself. Great..." Gwen huffed as the eyes of her mask narrowed.

It was a statement the young man simply ignored, while his vision shifted and changed into a portrait of purples and blues. The place was completely abandoned. If not for the two other people they knew to be there, they'd consider this place a ghost town.

"Where are you..." He spoke softly to himself, looking up some. Only to find nothing.

They wouldn't find anything on the ground.

Peter grabbed the strap on his shoulder, lifting it over his head to take it off as he looked towards his fellow wallcrawler, which to him was just a feminine figure of red and orange.

"Take that. I'm headed up top to see what I can find." He stated, handing Gwen the strap.

Then he felt it, the tingle up his spine.

The eyes of Spider-Man's mask widened. There was danger afoot, close and incoming fast.

But there wasn't anything or anyone coming in for a solid mile, in all directions.

Which meant...

"Hey," Gwen's voice echoed, as Peter slowly turned his attention to the sky. She was quick to catch it, following suite. "What's up? You look...spooked..."

"Oh...shit."

Above the two was the indomitable figure, the Symbolic man of power, high up in the air, above even the tallest skyscraper. His legs tucked into his torso as he rolled up into a ball, front flipping with an intense rate.

And faster than the two could register he came for them, thrusting his legs back and using the naked air like a launch pad and shooting back down to Earth like a bullet.

Both spider's barely had a moment to move, with Peter leaping out the blast radius to the side of the wide road they stood on, landing on the roof of a car on all fours.

Gwen swiftly shooting a webline from her wrist to hit the wall, before leaping into the air and tugging. She was just barely grazed by the wind that All Might cut through to reach the ground, but it was enough to send her flying straight into the side of the building in front of her, right through the bricks.

The Number One Pro's impact into the asphalt sent out a wave of thick, powerful wind, the likes of which nearly toppled the high ground he perched on, as the car began to tilt to the side.

Thankfully it was only a few seconds until the wind died down and everything settled down, leaving the young man in peace.

But something was wrong. His sixth sense, it was going off like a broken alarm that couldn't be shut off. Something that never happened before. Especially not to this degree.

"The hell..." Peter mumbled softly, looking down and shaking his head fiercely. It was something he couldn't shake. And it only got worse, once he realized the source of it.

The eyes of his mask widened, hearing the deep, triumphant voice of his opponent.

"What's wrong, hero?" All Might spoke through the smoke, his towering figure shining through. But then, in the blink of an eye, it was gone. The dust raised shooting out to the side from the sudden change in wind.

"You don't have the luxury of standing around!"

It was the same voice, but it was closer. Like he was right behind him. He couldn't even tell with his sixth sense, it was going off aimlessly, like danger was everywhere.

The young man quickly spun around, only to be met with a massive hand swiftly reaching out and grafting around his head, lifting him up. He barely had a second to react, grabbing the giant's massive wrist with both hands.

Wait a minute. This is oddly familiar to something.

"I'd think you'd learn that lesson last time." The perfect blonde spoke lowly, reeling his fist back. He was gearing up to finish him flat out.

"But now that hostage will die. Just like your Uncle Ben."

And hearing that, the young man"s eyes grew wider. It was a name he hadn't heard in so long. Not from his Aunt nor his teachers. It was a name he could never forget, but something he attempted to bury unter the piling pain and compromise set afterwards.

The one person he couldn't save.

"This is the end, Hero." All Might declared. But just as he prepared to land the first and final blow, a webline shot out, the end impacting with a splat onto his forearm, being pulled back further than he intended.

"Hey, that's no fun at all! We're not even halfway past the Rising Action point!" Gwen called out, having leaped through the hole in the wall she was thrown through, flipping upwards and latching onto the surface with her adhesive feet. The satchel she had been given on her side.

The Pro's response was a simple turn of the head, his passionate blue eyes seemingly piercing straight through the young woman's cocky demeanor. It was enough to send shivers down her spine, like her own senses were telling her to just retreat.

"Oh this ain't gonna end well."

Before she knew it the behemoth gripped onto the webline, before pulling back. His overwhelming strength was more than enough to pull Gwen off her perch point, taking a slab of the concrete foundation with her.

With his teammate being pulled towards the young masked hero saw his opening. The giant was distracted.

Quickly Peter acted, his one hand letting go of All Might's wrist, shooting out webbing from his webshooters with a 'Thwip', impacting right into the blonde's face, covering his eye and blinding it.

He was quick to use the opportunity, grabbing All Might's hand and forcing it open with all his strength, allowing him to escape his grasp and fall to the ground. All while Gwen flew straight into the building beside them.

Free of his predator's grip he aimed to gain distance, leaping backwards into the air in an attempt to obtain high ground on the roof of one of the buildings.

He could barely register the movements All Might took to reach out and grab his leg, halting his ascent.

"Where do you think you're going?!" He called with an unwavering triumphant.

Right above the two, one of the windows of the building behind gave way, the result of Gwen swinging through it feet first. Extending her arm and flicking her hand she shot a webline out, aiming right for the head. But to no avail.

Before it even hit, the blonde giant grabbed the other end of the silk string. And staring her down was his near pitch black eyes and fiery pupils. His mass and inspiring grin, now inspired nothing but utter terror.

All Might swung his arm back, pulling in the white and black spider, as he swung his other arm underwards.

Using his own student like a bat, he slammed Peter and Gwen into one another with bone shattering force, enough for the air around them to compress, making way for the two bodies that went flying straight through the side of a building. And five blocks away.

The behemoth of a man watched as his students were sent flying, fixing his posture after such a swing and standing tall.

He was holding back greatly against them, only using about twenty percent, thirty percent at most. Anymore than that and he'd risk killing them. Even with the specials cuffs locked around his wrists and ankles to weigh him down, he should've been just a bit faster.

"I really am slowing down..."

All Might stared down at his open palm for a moment, his grin unwavering.

"Damn, these are heavy..."

Subtle, dry tapping filled the drab and dimly lit bar, as one of the residents's near jagged finger nails hit the wood of the counter he sat at.

It had been an hours since their little taskforce was set out to acquire components their mad scientists so desperately needed. And since there has been nothing but radio silence from Eric, Toga and Compress.

Though, if anything were to be truly honest for these people, he was more irritated his 'Pawns' hadn't called in. For what reason, he obviously didn't know.

At least not until a cellphone sitting in the counter rang. A cellphone belonging to the group warper, Kurogiri.

The purple humanoid mist set his glass and cloth aside to reach out and grab the phone, picking it up and looking down at the screen a moment. It was a blocked number. Of course. But he knew who was on the other end.

Without much hesitation he tapped the screen to accept the call, before putting it up to his head. Then, after just a moment he set it down, ending the conversation without another word.

"Well wasn't that quick..." Another voice filled the daft air. A young man with jet black spiked hair, and burn Mark's along his face and arms, outlined with stitches and staples.

Dabi, one of the newest members of the little group of villains. With his Quirk: Incineration, he can generate and manipulate flames reaching temperatures hot enough to...Incinerate.

"There wouldn't be a point in dragging it out." Kurogiri declared, before raising his hand up. His mist soon stretched out, moving to the center of the room before spreading into a massive cloud of purple mist. "Though I'd prepare myself. Ezekiel said to be weary of who comes out."

"Heh..." Shigaraki groaned, twisting his head to the wrap mist in front of them.

Only moments later did someone step through, a foot stepping through, and making way for the young Yakuza, Overhaul.

Both the teal haired young man and faceless mist were taken aback. For this was someone they knew nothing of. No idea whether he was friend or foe. No idea what his end goal was.

And Tomura didn't care in the slightest. He didn't know him, nor trust him. And from his perspective, he was worthless to his endgame.

Getting up from the stool he sat at, hunched over with his arms dangling he watched as the Yakuza leader emerged, adjusting his latex gloves.

"Ugh...This place is even worse..." Chisaki groaned. He made no attempt to hide the distain for this new environment, gripping his hand into a fist. "How do you work in these conditions?"

"I make it a point to remember my end goal to all of it." Ezekiel's voice filled the air as he stepped through the portal, along with his associates Compress and Black Ant. The latter carrying the unconscious Toga over his shoulder.

"Stane..." Shigaraki growled lowly, his eyes narrowing as he stared at the group. "Who...is this?..."

"A new associate of ours." The scientist declared, stepping forwards.

"He says you can help me with my...mission." Kai declared, clasping his hands together. "If I helped him with his, that is."

"Heh...So then...You went behind my back to form an alliance...For your own benefit." The walking decay spat out, glaring daggers into the two as they stood before him.

"I believe anyone of my intellect, and my situational circumstances would come to the same outcome had it been provided." Ezekiel spoke coldly, unfazed and uncaring. "After all, if I'm to return home, I need as many resources as possible. In this stage, something that can give me enough power to ensure my invention works properly."

"Sounds pretty understandable..." Everyone turned to the new voice, as Dabi smirked subtly. "I'd do whatever I had to to go home."

"Your homes aren't on another plain of existence." O'Grady chimed in, setting the school girl down on a stool.

"No, but I understand." Overhaul spoke out. "Just like your wants to go home, I wanna make a difference in this world. I want to save it."

Hearing that, Shigaraki's eyes narrowed even further. "What do you mean by that?..."

"Well take a look around." The young Yakuza raised his hands some, staring down the mess of a leader in front of him. "This world is tainted, corrupted by this disease. This abomination. Quirks are nothing but defections of the human evolution, and we've let them run rampant, and now look at everything."

"So what? What's your point? You wanna wind the clock back before Quirks were a thing?" Dabi questioned.

"Exactly. To a time without...This disease..." Chisaki turned to the fire-Quirk user. "I'm giving society a second chance."

"And what if we don't want a second chance?" Shigaraki interjected, stepping forwards towards Overhaul. "We've all gone along just fine. Besides, if we did what you want, I'd be sacrificing my pawns. My power."

"Hm. What power? The power that infiltrated the USJ a few months back, only to be chalked up to nothing, losing you a valuable asset?" Chisaki questioned. "Or the power that resulted in little more than property damage in Hosu, and rise of the Hero Killer's popularity?"

That was it. That was the bullet that shattered the demented villain's fragile cool. He hated that man, detested him and his beliefs, even if they aligned with his goal to carve heroes out of society, so that he could rule. He wasn't completely aware of why he despised the Hero Killer, but he knew this same distain for him all the same.

Without even a second's hesitation Shigaraki lunged, reeling his arm back before jetting his open palm dead into Overhaul's face.

He was stopped just a few inches, with a black mist engulfing his hand.

"Shigaraki! Remain calm." Kurogiri spoke, glaring daggers at the young protege. "We're looking for allies. It wouldn't be wise to kill a potential one."

Tomura slowly turned his head to the humanoid mist, letting out a near feral low growl. He then yanked his hand from the wrap gate it was entrapped in, as it dissipated.

"I don't appreciate you not telling me about this, Ezekiel..." Shigaraki nearly spat while he looked up at the masked, armored man. "You should come to me with this...I am the leader after a-"

"You are no leader with a demeanor such as this." Stane declared coldly while he glared towards the teal haired young man. Even through the mask his look was unmistakably unapologetic. "Nor are you mine."

"Gentlemen, we both want something." Chisaki declared, clasping his hands together. "And with each other's help we can achieve them."

Both powers turned their attention back to the Yakuza.

"You can feel it, right? The world is about to change. Sure, Hero society has the Symbol of Peace, but how long will he last now? Pretty soon the dark and the light will be leaderless. And the battle for control won't be far behind..."

"Meaning?" Ezekiel raised a brow behind his mask.

"Meaning, if we all want to accomplish our goals, what other way than to help each other? An alliance, as you will...A Syndicate."

Gwen let out a soft groan as she struggled to get onto her feet. The same feet of whom's legs were attempting to meld back together in self repair as she moved, along with her arms and ribs.

At the moment she couldn't tell if it was just agonizing pain of her body snapping her own bones back into place and cutting into her own nerves in the process, or the fact she refused to give up that kept her from blacking out after getting thrown like a literal ragdoll, after being hit with one of her own friends like he was a bat.

Pulling off her mask and pulling downher hood she shook her head, getting onto her feet with a hunched posture. A side effect of her side effect of her spinal column rearranging itself.

She took a look of her surroundings. On a roof, right above a small park, with small apartment complexes surrounding it. In the middle was a running fountain, big enough for a body to lay inside it like a bath.

Of course there was, as she could spy from above.

"Peter?!" She called out, letting out a groan of pain as her back shifted and melded back to normal. "Peter! Are...Grh...Are you alright?!"

For a moment there was no answer, only silence. The deafening silence that made her blood go cold.

Quickly the blonde leaped down from the building, landing on all fours on the cement path. She sprinted towards the fountain as quick as possible. Once close she jumped, landing in a crouched position on the ledge of the fountain.

"No no no!..." Her voice was low. For once, sounding desperate, as opposed to her monotone expressions.

However, just before she would reach her hand into the water, the distorted red and blue figure began to squirm some. Before either of them knew it the masked young man sprung his upper body from the water, gasping and choking under his mask for air.

"Oh God!" He choked on his own words, shaking his head profusely while his partner leaned back in shock, which quickly turned to relief. Not that she'd show it once she processed he was still breathing.

"You need a minute?" Gwen quipped dryly, pulling her mask back down to hide her banishing worry. "Takr your time. We're already being chased by Steve Rogers on steroids."

"Ironically he can already be considered on steroids..." Peter's coughs quickly died down as he spoke.

"Oh. So like his steroids are steroids then."

"Forget the analogy...We need to find that hostage..." The young man declared as he jumped to his feet, stumbling some in the shin high body of water.

"Do we now? Why exactly?" Gwen raised a brow, as her partner caught his footing, taking a step out the fountain onto moderately dry land. "Why not just take down the big guy? It'll be easier than finding a needle in a haystack."

"You say that like he didn't just use me like a bat to hit you like a baseball..."

As Peter reeled over backwards with a groan until cracks from his spin realigning sounded, Gwen stood from her perch point, hands on her hips.

"No, I remember that. I don't get concussions. But didn't these guys just give us a way out by cuffing Big N' Buff?"

"Yeah, they did. Not the best idea..." He looked over at her, straightening his posture. "It's not like I can see him coming once he's close...Obviously you can't at all."

"Not entirely true..." Gwen tilted her head to the side, stepping off the fountain ledge and onto the cement ground. "But you're not wrong, either."

"So the best alternative is finding the hostage." Peter declared, cracking his neck. "We're two agile arachnids. We can figure something out."

"Yeah. Like we can figure out a way to take down Almighty." the white and black spider not-so-subtly suggested. Much to the red and blue's dismay.

"Listen, you may not understand it, but the best way to win against someone like that is simply to avoid him-"

"Like a coward?" The eyes of her mask narrowed as she spoke. In her monotonous speech, there was a hint of emotion. Subtle anger, mixed with what seemed like regret. "I don't think so. In fact I refuse." With that, the female spider took a step past him, but didn't get far as he stepped right in front of her.

"I'm not saying you're a coward if you don't fight someone who can snap you half. I'm saying innocents take top priority."

"And I'm saying the best way to keep them safe is by taking the problem on at its source, and shutting him down!" .

By this point Gwen took a few steps closer to Peter, leaning closer as she spoke with unknown venom in her otherwise calm voice.

But Peter didn't notice, nor care about that at the moment, simply stepping back as he spoke. "If you really think that you can take him on then, do it! At least when he breaks your neck you can snap it back in place!"

"Gladly!" Was her only retort, before turning around, just as her partner's sixth sense went haywire, and before either knew it she was knocked off her feet, through the fountain and into the wall of one of the residential buildings.

The initial impact was quick to sweep up the dry debris in the other direction, as the wind connected to the solid structure at breakneck speeds. And for Gwen that quite literally was the case.

Standing over her, with his massive hand around her would-be broken throat was the blonde giant, his mass grin staring her down, piercing right through her cold exterior. And behind it was fear.

"Ah! I finally found you, heroes!" All Might spoke triumphantly, his piercing eye contact with the girl breaking only to glance over to the boy across the small park.

She, as well as Peter were quick to pick it up. And her eyes widened.

"Peter, run!" She shouted out, extending her arm out and shooting out a webline from her wrist to wrap her hand around, as the end hit the side of the Pro Hero's face to tug at, much to his dismay. "I got this!"

Her words however fell upon deaf ears, as instead of running away, he broke out into a full on sprint straight towards them. Even as the near paralyzing tingle of his sixth sense grew stronger.

The mountain of a man smirked seeing his prey jump closer, without an inch of hesitation taking the heroine in his grasp and swinging, throwing the body he held right at her partner.

Even with his sixth sense blinded, he was quick to react. Without a thought Peter leaped up into the air, shooting a webline from his wrist, which hit Gwen's chest as she flew by. And using her inertia and his own strength he rolled forward in midair, shifting Gwen's direction upwards as she was slingshot upwards, as her partner let go of the silk string.

Sending her flying up the apartment complex in front of them, Peter stretched out both arms, shooting out another two weblines to make his escape.

But just as his shot found their mark on the walls of the building, and he pulled them with vigor, he was met was a sudden force from below, a sudden powerful gust of pressurized wind enveloping him. If he could guess, it'd be the equivalent of being hit by a train at full speed, sending him straight up into the air at high speeds.

Everyone in the control room were wide eyed. No one would have expected it, the relentless nature of this one-sided fight. Neither of the two arachnids had gotten a real hit in, and with Gwen's healing Factor, Peter was the one taking the full abuse of it all. Even with the disadvantage of the weights around All Might's arms and legs, he was still a formidable opponent. But here, here he was a predator.

It was something Midoriya was quick to pick up on. Both him, Bakugo, Momo and Iida. Peter wasn't trying to fight. He was only trying to run. Perhaps he didn't believe he could win. Before they started, the young American seemed confident about his position. But something was wrong.

He seemed...scared.

The masked young man's flight reached his apex, as he was given a clear view of the cityscape. Even if it was hazy at best, inching near unconscious. The only thing that woke him up was the alerting rush from his sixth sense going into overdrive once again.

But before he could react, the massive blonde figure appeared, shooting up from under him and looking over him, like a looming angel of Hell.

Reaching his hand out swiftly, the blonde giant grabbed the young man by the face once more, propelling himself down towards the ground with the air alone, before thrusting Peter into the grass and hard dirt of the small part below. enough to emit a shockwave a compressed air pressure that could nearly topple the buildings surrounding them.

Gwen could barely stand feeling the building she landed of begin to shake under her. She ran to the ledge, sliding to a stop a foot short of flying off, and looked down to the source. The first thing that caught her eye was the crater left from the impact.

Peter let out weak groan, coughing profusely once All Might pulled his hand from face. And he was the only one who knew he coughed up blood, a result of his head being caved into hard dirt and possibly concrete. Or was that from when he was used as a bat?

"Hm...How disappointing..." The Symbol declared as he looked down at the young man, who slowly rolled over onto his stomach, groaning in pain.

"Your teachers told me about you. Why you want to be a hero. Not for money, or fame. But because of guilt."

"Well I'm not one for taking credit now, am I?..." The young man remarked weakly, looking back at the behemoths before letting out another heavy cough.

"You try to hide it..." All Might started, reaching down and grabbing the spider's leg, much to his dismay. "But I of all people know how it feels!"

Like he was simply a rag doll, the Pro Hero threw his student, sending him flying across the park, right throw the stone statue of the fountain display and into another wall with a loud crash.

"You're outlook is clouded, young Parker!" The Symbol continued, beginning to step towards the young man as he laid sprawled into the side of the wall. The only thing keeping him awake was the sensory overload that was his heightened sixth sense.

"K-karen..." He spoke weakly, his eyes struggling to stay open.

"I'm running the Healing Unit!" The suit AI spoke, her own voice full of distress and concern. "Just stay awake!"

"Don't think that's happening...I can't feel my legs..."

"You regret not being able to save your uncle. I know how it feels. But you can't let that fear cloud your judgement." All Might continued, continuing his leisurely walk to the young man. "I won't let you get around me. If you want to win, you'll have to go through me!"

Peter used the strength he had left, pulling one of his arms from the entrapment of the cement with a low grunt.

He barely had the strength to lift his head up, staring down the villain he was forced to face as he approached. But then he noticed something from the corner of his hazy vision.

It was Gwen, jumping down to the ground and landing on all fours. In her hand were the Villain Cuffs given to them Their only pair.

If a head-on approach wouldn't work, then a sneaky one was their next bet.

Quickly the masked blonde leaped forward, reeling her arm back as she broke into a full on sprint.

The Pro Hero seemed blissfully unaware, stopping by the fountain. "If you think tricks and no confrontation will be enough, you're sorely mistaken." He declared as Gwen quickly closed the distance, jumping up into the air and swinging the cuffs right for his wrist.

Only for him to grab hold of the other end, causing her eyes to widen in horror, as his menacing grin shown through, before his massive fist blinded her.

The hit sent her flying back, letting go of the cuffs as she flew a dozen yards away landing on her back with a sliding stop.

"Conversely, an all out assault will never heed the desired result."

Gwen let out a heavy groan as she quickly got onto her feet, grabbing hold of her jaw a moment. Then she jumped right back in. She wasn't one to give up on a fight.

But the moment she lunged for the giant he vanished, in the blink of an eye.

She couldn't initially tell he was right on top of her.

The Pro Hero thrusted his feet into her back, completely alternating her direction straight into the dirt with a powerful crash and a loud snap. Enough to shatter her spine, causing her to cry out in utter agony.

"Gwen!" Peter's eyes widened as he watched, as his partner's body was nearly crushed under the massive man's weight. Now he couldn't give up. Not with her in trouble. Not again.

Gwen screamed out in pure agony and panic, unable to feel her lower body. Even as All Might stepped off of her body, grabbing one of the lingering metal rods of the barriers he blew through, lifting it up.

And then thrusting it back down, ramming it into and through her back, right back into the ground, making her cry out louder.

"Forgive me, Miss Stacy." The Pro spoke solemnly, looking down at the young girl as she squirmed in an attempt to get free. "Your teacher didn't want an ounce of doubt."

Without a second thought, he looked down at the Villain Cuffs in his grasp, before closing his hand into a fist, crushing the metal he held with near ease. Much to his students' dismay.

"N-No!..." Gwen stared up at the giant, as he began to walk towards the red and blue spider stuck to the wall. "Wait, no wait! We aren't finished!"

"Are you sure about that?" The blonde giant questioned, turning back to look down at the girl. "You're both incapacitated. Both unable to do anything. Your goal was to rescue a hostage, but only one of you took priority to that. Am I right?"

Peter groaned heavily as he yanked his other arm free, falling to the ground and onto his hands and knees. Some of his strength was returning, but not much. It was enough to make a getaway. Hopefully.

"At first I believed Mister Beck suggested pairing you two together because of your possible synergy. But now I know otherwise." All Might continued, oblivious to the scheme the red and blue spider was thwipping.

"One believes the best way to save others is by defeating the villain. The other believes in running to get innocents to safety. Both fueled by regret of what they didn't do. Both are admirable, ultimately selfish. Neither of you can truly reach your potentials shackled to this guilt. It will engulf you, drain you of your will to fight. You can't save everyone."

"You sure?..." He heard the red and blue arachnid, and with that turned to look over his shoulder.

In his vision Peter stood, suit dirtied and beaten, his hands together over his head with the thin silk string from his webshooters. it was connected to the building behind him. A huge chunk of it, ready to fall off at any moment. All Might's eyes immediately grew wide.

"Just watch me..."

Before All Might could swing around to go in for the kill, the masked young man pulled on the webline he held, using the strength he had left. And with it, the massive chunk of building came coming down, straight towards the blonde with a destructive, powerful crash that kicked up dust from both the ground and the bricks of the object.

The Pro lifted his arms to shield his face, and as the chunk of cement landed, the young man wasted no time, making a full of sprint towards the dust cloud as the debris was blown apart. The man would be blinded, but not for long.

Running into the debris cloud he shot out another webline, hitting another piece of debris and swinging it near blindly. Though it found its mark at the side of the muscular Pro's head, seeming to disorient him long enough for Peter to slide under him, getting past and freer to get to his partner.

The young man jumped towards his fellow arachnid, landing on his feet but immediately falling onto his side, grabbing the steel pipe from her back.

"Okay! I'm gonna pull this out now!" Peter declared, much to her dismay -- less about the imminent influx of pain and more about him delaying it.

"This is gonna hurt. I need you to breathe-"

"Just shut up and pull it out already!"

Hearing that he immediately pulled, yanking the rod in his hand and pulling out, letting Gwen's scream ring out.

"Son of a!...Motherfu..." She called our, digging her fingers deeper into the dirt before Peter wrapped his arm around her, picking her up to set her on her knees.

"Can you get up?!" He questioned, while Gwen shook her head.

"Can't feel my legs..."

"Okay!...Okay. New plan..." Peter spoke off handedly, quickly scanning his surroundings for a way out. He didn't have long. He didn't even know how long he had. Though he was quick to notice a manhole cover in the middle of the street just ahead.

"Hurry!..."

"I am, I am! Hold on." Peter instructed, and with that lifted the girl, putting her over his back with little strain. Compared a car or billboard, a human was like paper to him. Even if he was beaten to hell.

The window was quickly beginning to close, as the cloud of debris in front of them suddenly dispersed, as the wind pressure inside sent out a powerful pulse to clear it out. In its wake All Might smirked, standing tall, blood dripping from his mouth. Something Peter at that point didn't think possible.

Even more so, the sensory overload to his sixth sense had dimmed. He could think more clearly. Which meant whatever danger this man posed was diminishing. Which meant...

"Is that all, hero?" All Might questioned, standing tall as he wiped the blood from his lips.

"Not at all...I'm still standing..." Spider-Man retorted, spreading his legs in a wide stance. "Just getting started..."

The two stood across one another, falling silent as the wind blew.

The eyes of Peter's mask narrowed as he focused, drawing all his attention to a single point. Hopefully, this impromptu plan could work.

The Pro lunged forward, digging his feet into the grass before propelling himself at high speeds, reeling his arm back as he prepared to make impact with the young man's skull. Exactly what he expected.

Just as he launched himself to him, Peter acted, leaping into the air and lifting his hands to shoot out a blast of his fluids, let out in a thick wide spread instead of the precise thin bolt. All of which his predator ran into, as he cleared the impact zone. The compressed pressure of the punch instead found it's way to what was left of the building in front of them, blowing right through it.

"Holy shit!" Peter called out as he looked back.

"Overkill..."

Though neither of the two gave enough time to dwell on the likely instant death of taking that punch head on.

The red and blue arachnid shot out a webline to his side, letting the other end hit the street before pulling on the line to alter his direction.

The blonde giant however stumbled, letting out a low growl. He grabbed hold of the thick webbing covering his face and blocking his vision, and with a forceful pull, ripped it all off almost as quickly as it went on. His heroic grin now replaced with an angered scowl as he quickly took a look around. The park he stood in was a mess, filled with debris of all sorts, not to mention the destroyed grass under it all. But neither Parker or Stacy.

They had vanished.

The Pro's breath was soft as he stood in place a moment, taking one more scan around himself as he thought.

"Smart, trying to blind me at a point I wouldn't be on the defensive...No doubt his Sixth Sense..."

And then he stopped, staring into the street and freezing. Except for the mass grin forming, as he laid eyes on the open manhole, the cover thrown off to the side.

"I see...Truly, running is the only answer at the moment...But I wonder, when it's time to fight, what will you do, Parker?"

Author's note time.

Okay, this was originally supposed to be one long chapter, but I'm splitting it into two parts, and I'm hoping two parts because as much as I love brutalizing kids I have other storylines to get to. And not just in this story, but I doubt that a tie-in story with this one will be that well recieved. Hopefully People like Brigette/Hana x Spidey ad much as Mei/Mina x Peter. And hopefully I don't screw this up. This is only one person actually doing this, with no editor or anyone to bounce ideas off of. And I have a lot I wanna do with this series, I won't really get to do until after the training camp arc. So lets hope I get there.

Anyway, I hope you enjoyed. I'd take a break, because between this school from home and this I need it, but I still have another story that ties into this one to make, so I'll just finish that and go to bed in the morning. Have a nice day.