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Chapter Text

"So when would you like to go to the authorities?"
"What?"
"Well," Otto says, like he is talking to a much younger child, "kidnapping and experimentation happen to be illegal and when crimes are committed you are meant to go to the proper-"
"Otto I know that!"
"Well, I would have assumed so Spider-Man but clearly I overestimated you since you cannot grasp basic principles like 'kidnapping bad'." Peter pinches the bridge of his nose and exhales. He's trying, he is, to deal with Otto's arrogance but implying that Spiderman somehow doesn't know that kidnapping is bad is a bit much. "It's Norman Osborn. Yes, he hired Kraven to hunt me. Yes, he tried to experiment on me. Yes, he's kidnapped me twice. It doesn't matter though. He's a billionaire and I can't reveal my secret identity so I can't exactly go to court or the cops."

The cops absolutely hate him if Otto hasn't noticed.

"Well," Otto informs Peter importantly, "I do not have a secret identity, and I also happen to be a lawyer."
"Dude," Miles asks, exasperated, "where do you find the time?" Otto grins, pleased that someone else seemingly appreciates his talents.
"I can represent you in court, then the issue of your secret identity will no longer be an issue."
"Otto, this is nice and all," Peter starts, "but it really isn't necessar-"
"It absolutely is. If he felt comfortable kidnapping you who knows what else he's been doing."

Peter had considered that especially after the V252 incident but what is he supposed to do? Spider-Man is for helping with crimes that are currently happening and trying to prevent catastrophes, not out-smarting billionaires.

"You know, at first I thought this plan sounded terrible," Miles informs them from his spot on the ceiling in Otto's lab, "but the more I think about it the better it gets."
"Norman won't do any jail time and he'll be furious we tried to ruin his name," Peter reminds Miles. "It'll just make things worse. Do you really want to deal with a vengeful Osborn?"
"So, you wish to tip toe around the man and hope he doesn't one day hire someone more competent than Kraven?" Otto asks. He crosses his two human arms. The metal ones have a disapproving air despite their lack of any defining characteristics. "What if he learns your secret identity? I assume you have people who care about you, you seem like a decent man, would you want to risk their safety?"

Calling Peter a decent man is the nicest Otto has ever been to him.

"It…I'll figure it out. You've been a hero for a few days," Peter reminds him, "you don't know the ins and outs of this yet."
"I may not," Otto admits, "but I am certain waiting it out will not end in our favor. Should I be aware of any other vendettas?"
"What about the V252 thing?" Miles suggests. "Did we cover that yet?"
"You have 'brought me up to speed' on the V252, Kraven, Norman Osborn, the Spider Slayers, Sandman, Vulture, the second Vulture, and Sandgirl."
"That feels like enough for tonight," Peter says, letting go of the wall and landing on the ground. "I've got classes early so I should head to bed."
"Of course. If you ever require assistance with your college assignments I'd be happy to provide guidance," Otto says. Peter can't tell if Otto wants to inflate his own ego or if he's legitimately offering to help. And college. Peter doesn't even want to think about college. "I have already finished several times you know." Inflating his own ego it is.
"I'm heading out to," Miles agrees. "Stuff to do, people to see." He hops off the ceiling.
"I shall see you both tomorrow!"

They wave their goodbyes and head out the door. Miles groans and visibly deflates once they're out of Otto's eyesight.

"He is the worst."
"Hey," Peter reminds Miles sternly, "you were pretty bad at the start to."
"I didn't critique your spider moves!"
"To be fair," Peter admits, "he was right about almost everything and when he was wrong he barely argued about it."
"Oh wow, such improvement," Miles deadpans, doing a handstand while he walks on the ceiling. It looks fun but Peter resists; he's supposed to be the cool older mentor. Then again, Miles already knows his secret identity and knows exactly how ridiculous Peter can be. He does the handstand. "I liked his ideas with Norman."
"Dude, Harry will hate Spiderman even more if I sue his dad."
"What's worse, you getting attacked by more hired goons or Harry hating you?"
"Harry hating me."
"He'll still like Peter Parker!" Miles flips down to the ground and climbs out a window. "Him liking Spiderman is already a lost cause."
"I'm making progress," Peter counters, heading out the window with Miles.

The cool New York City air feels nice against his face even if it smells terrible. Thank goodness for Horizon High's air purifiers.

"We're superheroes. We fight on the street not in court."
"Well, we aren't actually handling the Norman problem. Just avoiding it."

Miles and Peter start webslinging. It's routine by now, Peter always makes sure to drop Miles off before heading home himself. Sure, it's pretty much in the opposite direction but Miles doesn't know that and Peter…well Peter doesn't like the idea of him entirely by himself at night in costume. He doesn't want to get another phone call at night because someone died while he was slacking off.

"Seriously Spidey, Norman is…it's not something like Sandman."
"He wasn't a bad guy."

Peter still has nightmares about him dying. Crushed to death by his own daughter. Peter wishes he had thought to grab Flint's remains. He has no idea where they ended up but he doubts Flint was treated kindly in death. He certainly wasn't in life.

"And trust me, I know that Norman is an issue. I'm coming up with a plan."
"Oh so you're planning when you aren't working on school, hanging out with Harry, training me and Otto, helping your Aunt, sleeping, or patrolling?"
"Yeah when I'm not doing that stuff."
"You're never not doing that stuff."
"I don't send you a status update every time I take a break Kid Arachnid." Boy would that be weird. Hey Miles guess what I've sat down for more than twenty seconds wanna throw a party?
"You know what I mean Spidey." Miles sounds worried. Peter winces. 
"I'll be okay. I'll get help if I need it. I'm not alone anymore."

Peter will not be getting Miles if he's in trouble. Maybe with smaller villains but never with Norman. If Peter is lucky Norman will ignore Miles. The lie easily falls off his tongue. Peter's gotten used to lying to make other people feel better since Uncle Ben died.

I totally had time for the dishes Aunt May, don't worry about it, it didn't set me behind with school at all. I got a scholarship so you don't have to get another job. I got this bruise falling down the stairs I'm sure it'll clear up soon. Horizon High provides us all free school supplies I don't need anything this year. I can totally handle being your lab assistant Max, I'll be glad to have something to fill my time. I can mentor you Miles don't worry about it I have space in my schedule. I slept last night Harry the yawns are unrelated, probably something in the air. I've got all my work under control Aunt May I'm sure they just haven't updated the gradebook yet, I was definitely in school for that test. They provide free breakfast and lunch at Horizon so you don't need to pack me anything.

Peter used to be bad at lying. Man, it was nice when Aunt May could call him out on it. He misses when she'd give him a look, with a hint of disapproval, and he'd correct himself. It's for the best. He hopes Uncle Ben would understand-he would, right? It's not like Peter is lying for fun. He just…he can't ask May to get another job for school supplies or food. Peter is getting used to being hungry anyway. Miles jokes about the spider metabolism and how lucky Peter was to avoid it. Yeah I got electric shocks and cloaking but I'd trade that to not have to eat a dozen cheeseburgers a day. Peter doesn't have the heart to correct him. He had to borrow a bunch of Harry's old supplies, which was humiliating, but he couldn't ask for new stuff since Horizon had a totally different list of stuff than Midtown. Midtown never would've asked you to bring your own microscope.

Ben would understand the lies. Peter has to believe that.

"Spidey?"
"Sorry, spaced out," Peter answers light heartedly. "You excited to patrol with Otto some more tomorrow?" Miles sighs.
"Not the adjective I'd choose."
"You know you could take a page from his book."
"Talk down to everyone and constantly brag about my phds?"
"You could start giving him constructive criticism. We aren't in class, he can't get us in trouble." Even through the mask Peter can tell Miles eyes get wide. Peter decides to add a cherry on top. It's been a long day and Miles deserves it (and, yes, it'd be nice to annoy Otto for a change). "You could even give him a pop quiz on superhero stuff."
"That is a fantastic idea! What would I do without you?"
"Probably tell all of New York where you live."
"I only did that once!" They've landed on the roof across from Miles's place. "See you tomorrow?"
"See you tomorrow," Peter agrees.

He may stay an extra minute to watch and make sure Miles gets inside his place. It's not like anyone will notice anyway. He stretches and yawns once he sees Miles's bedroom light turn on. He rubs at his eyes through the mask and turns around. He's got to finish his assignment for Otto's class before tomorrow. Then he can sleep. Right as he gets ready to swing off the roof he hears a scream. He resists the urge to groan.

"With great power also comes great responsibility," he reminds himself quietly. He shouldn't need the reminder that his school doesn't trump someone else's life. He swings off in the direction of whoever needs help. He's Spiderman. That's what Spiderman does. Even when it's 1 am and school starts at 7.

Otto adjusts the 3D printer currently creating his newest design. It's his first time making this sort of lens; not for himself of course. He has no need of them as his own glasses already work perfectly but the other two continually complain of the bright lights and overstimulating nature of fights. It stands to reason that they received a spider's enhanced senses along with their other powers meaning it must be next to unbearable to deal with something like Vulture's sonic scream or the intense glow of explosions. If he can eliminate that problem, he will surely improve their fighting as a team. A fantastic way to pay back Spiderman for his advice, if Otto does say so himself.

The two spiders left Horizon a few hours ago but their latest topic of conversation is still rolling around in his head (certainly more concerning than their debate over pineapple on pizza (as if it's even a debate when there is a clear right answer)). Otto isn't surprised that Norman would resort to kidnapping and experimentation if he believed it was necessary but surely Norman can see how ridiculous that is for Spiderman. Kid Arachnid may turn into a threat, he's new to the hero scene and Norman hasn't spoken with him enough to know where his morals lie, but Spiderman? Otto barely knows the man and he has already offered his wisdom-though it may be limited to heroics Otto still appreciates it-and consistently puts himself in dangers to save others.

Otto has seen Spiderman throw cars with ease, hold up bridges, down beings in giant armor, and tussle with a rhino. The mental image of Spiderman ripping a bank vault door off its hinges while barely straining keeps popping into his head. He's done the math and if Spiderman is capable of that…well if he were to try and punch a normal human in the face at full power the head would likely detach from their body and go flying. Spiderman is a force to be reckoned with even if he is nowhere as smart as Otto (but then again, is anyone?). Every single one of Spider-Man's fights would end almost immediately if he didn't hold back and yet he resists. That sort of self-control is commendable. He truly lives up to his mantra of "With great power also comes great responsibility." Spiderman isn't a threat to anyone but himself through his refusal to truly fight his adversaries. He is demeaning himself with lowly heroics while being called a menace and hunted. Hunted! By Norman Osborn of all people.

Otto is aware that he would likely be paid better if he worked at Osborn Academy. He would gain greater fame and admiration than he already has. His life would likely improve in nearly every possible way. He has declined Norman's offers so far out of respect to Max but now he has all the more reason to refuse any position under Norman's thumb. By affiliating himself with Spiderman and refusing to join Norman Otto is undoubtedly putting a target on his back, one that he can surely handle. The same can not be said for Spiderman. All the physical power in the world won't matter if someone sends killers after you consistently for weeks. Norman has the money for such an ordeal and he clearly has the connections. If Spiderman is worn down he will not stand a chance. Spiderman has to win every fight but Norman will only have to win once. Spiderman doesn't seem to grasp the danger he's in.

Otto will find a plausible course of action then present it to him. Along with the improved masks. He grins to himself. It'll be perfect! The masks will show that Otto is truly on their team, that he is committing himself to being a hero, and will help the spiders be open to receiving the harsh feedback that they require his help on this matter (on most matters but this one especially). He just needs to finish the prototype then he can grade his students work-his students. Perhaps Otto should consult with Peter Parker. Otto first assumed that Peter would not last long at Horizon because the only thing consistent about the boy is his flakiness. Now that Otto knows Peter designs tech for Spiderman it's started to make more sense. Every time that Parker has been late turning in an assignment or disappeared in class Spiderman has been in fights. Clearly Spiderman's tech gets broken often and he needs Parker to fix it. The boy is over-extending himself. While Otto, of course, can manage being a hero and his work at Horizon that seems an impossible task for Mister Parker. 

He shall be a bit kinder when grading Peters work to get the boy in a good mood. He can keep Peter after class and ask him how he would broach the subject of Norman Osborn to Spider-Man. Peter has almost surely heard about his and Spiderman's rivalry-perhaps it is best to call it Norman's vendetta. A rivalry suggests that both parties are against each other and Spiderman doesn't seem to want revenge. Otto can discuss Spiderman with Parker but he can also discuss Peter with Spiderman. Otto will suggest that Spiderman switch to asking him for help with his technology. It'll be better than Peter's work and then Peter will actually have a chance to succeed class. A win for everyone. Otto has solved the problem once again, to no ones surprise. He lifts up the lens and tilts it in his hand. It's in the teardrop shape the spidermen seem to enjoy. He is nothing if not attentive to detail. And to think Spiderman was relying on Peter's work! Otto will prove himself the superior alternative. How those two met at all confuses him but it is no matter. The need for their connection will be negated soon enough.

Chapter Text

"Mister Parker!"

Peter's drags his head off of his desk quickly. His hair is a mess, his eyes are still half closed, and the bags under his eyes are deep. He looks pale. Otto had been trying to ignore his unconscious state but the boy had started to snore. Otto sighs and pinches the bridge of his nose.

"Meet me in the hall."
"Good luck," Miles loudly whispers.
"I will deduct a point for that Morales." Miles groans. "And another." Miles glares at his paper. Otto decides that is acceptable.

Peter winces and walks outside. Otto grabs Parker's backpack as he walks to the door, holding it awkwardly in one hand. It isn't particularly heavy. It was partly unzipped and he can see red and blue clothes. Otto resists the urge to sigh. Even now Peter is working on Spider-Man's tech. Otto hands Peter his backpack in the hallway and glares up at him. He can not wait until he's finally taller than his students. At least it's better than last year. This time he's older than most of them. Emphasis on most.

"What, exactly, has led you to believe that sleeping in my class is an acceptable course of actions?" Peter winces again. It's getting annoying.
"I didn't mean to-"
"Was this Spider-Man related?"
"What?"
"Is this," Otto repeats impatiently, "Spider-Man related? Or were you out late partying?"
"I don't even know where to find parties Professor."
"Mister Parker answer the question."

Otto doesn't know either, now that he thinks about it. No matter, he has no need for such lowly social rituals.

"It was Spider-Man related," Peter admits, holding his backpack loosely and looking at the ground. "He, uh, needed me to fix his tracker. He stuck it to this mugger and then the mugger ran off and it turned out he worked for this whole gang and Spider-Man had to take them all out and stuff."
"Why stay after you had fixed the tracker?" Otto asks accusingly.
"I wanted to make sure I was nearby to call backup if he needed it or to fix any tech that broke in the fight. It sucks to walk home if your webshooters break-er, or so I hear."
"Spider-Man," Otto reminds Parker, "is an adult. He can handle himself."
"He needed help with his tech. I can't ignore-"
"I do not need to hear any justifications."

Otto is absolutely the superior superhero. How Spider-Man justifies using child labor to fill his tech needs is beyond him. He's sure the moral conundrum just hasn't occurred to the man but the situation must be remedied. Otto sighs.

"I will not make a habit of this."
"Of calling me into the hall? Cause that seems to be a regular thing for us." Otto gives him a look and Peter seems to realize his mistake. He pulls his face into a more respectful and remorseful expression. "Sorry sir."
"I will continue to call you into the hall if I so see fit. I will not make a habit of excusing your behavior in class. For today, and today only, you will not be penalized for falling asleep in class. I will have Anya share her notes with you, she is by far the most attentive in class, and you will dismiss yourself."
"I'm…getting out of class early?"

Peter looks dumbfounded. Otto sighs and resigns himself to explaining once again.

"Anya shall provide you with notes-"
"I get that part, but why?"
"So you can study them Mr. Parker." Sometimes Otto feels as if he is teaching toddlers.
"Why are you letting me leave early?" Peter rephrases.
"I see no point in you staying in class when you will not be able to learn."

Otto can give Anya extra credit for sharing her notes, she's always foaming at the mouth for more. Perhaps he should have her do it consistently so that any absent students have no excuse for not being aware of what they learned. Hmm…something to consider.

"I will not make a habit of this Mister Parker. You are in charge of managing your own time." And soon enough this will no longer be a concern since Otto will take over and further cement himself as a member of Spider-Man's team.
"Thank you Professor Otto. Really." Peter looks relieved in a way that makes Otto uncomfortable. "I'll study the notes. Promise."
"I would certainly hope so." Otto shoves his hands into his lab coat pockets. He needs to wrap this up, the other students are waiting for him. "What other classes do you have today?"
"Just yours and some projects I need to work on."
"So you shall remain at Horizon."
"For at least a few more hours." Peter looks confused. "…do you want me to leave?"
"No. I need to speak with you after I finish teaching."
"I'll stay on the premises," Peter promises lightly. Otto nods sharply.
"See that you do."

He turns on his heel and walks back into class. He'll ask Parker about how to broach the subject of Norman and Spider-Man later. He has time, after all.

"What did he say? Did he yell at you? Do we need to give him a ton of miserable chores and exercises to do tonight when we patrol?" Miles asks expectantly. He must've run to Peter's lab since Otto's class ended less than a minute ago. Peter resists the urge to fondly roll his eyes.
"He actually told me I could leave early. He said he'd get Anya to give me her notes and that I need to manage my time better."
"WHAT!?!"
"Miles lower your voice we're in a school!"
"ARE YOU KIDDING ME? HE GAVE ME A C FOR LAST WEEK CAUSE I DIDN'T HAVE A COOL ENOUGH NAME FOR MY PROJECT AND HE-"

Peter rams a hand over Miles's mouth and gives him a Spider-Man look. Miles huffs and lowers his voice.

"That isn't fair."
"I told you before, he thinks I make tech for Spider-Man. He asked if I didn't sleep because I was helping Spidey, I told him yes, and he said that Spider-Man should handle his problems on his own and that I could leave early. There was stuff needing to manage my time better but overall, it was nice of him."
"Can we tell him I design Kid Arachnids gear so I can get out of class early?"
"No," Peter answers seriously, "we can't risk that Miles. I don't like that he knows I'm connected to Spider-Man and we are not making it worse for you to. Also he said it's a one time thing."

A one time thing Peter appreciates. He got to actually finish his homework for the day and he's been working ahead. Working ahead. He never gets to work ahead.

"How late were you out last night?"
"Oh I'm good. Don't worry about it."
"I saw the news dude. There were sightings of you at 6 am."
"…I was swinging to school early?"
"And 4 am and 5 am."

Peter sighs and rubs the back of his neck.

"I didn't get home at all," he admits. "I saw this woman get mugged and hunted down the mugger and had to take down their whole gang and one of them told me about a bank robbery and that was on the other side of the city and by the time I handled all that it wasn't worth it to go home for half an hour of sleep so I stayed out."
"No wonder you look so terrible."
"I don't look that bad."
"You look bad enough Otto Octavius gave you a day off."

Alright, fair point.

"He really said Spider-Man shouldn't have involved you?"
"Yep."
"So he's judging Spider-Man for child labor."
"Miles I'm the child in question. Child on child labor isn't a thing."
"We know that but he doesn't. Your name is Spider-Man. Emphasis on man."
"Ah, yes, because naming yourself kid is better."
"I haven't hit my growth spurt and can't lower my voice so I leaned into it. Think he'll talk to Spider-Man about working Peter Parker to hard?"
"Probably."

Miles puts a sympathetic hand on Peters shoulder.

"Maybe you were right about not claiming I make Kid Arachnids tech. That sounds super awkward."
"Thanks for the support," Peter answers sarcastically.
"Anytime." Miles offers him a muffin. "My mom made extra." Peter doesn't want to set a precedent of- "Just eat the muffin dude. Take it as a thank you for all the times you've saved my life." 

Otto taps his foot against the ground impatiently as he knocks against the door. Otto checked the Think Tank and the library and conversed with Parker's peers. They all confirmed that the boy is inside his lab. He seems to be responding Otto's hospitality earlier with the silent treatment. Immature and annoying. He knocks on the door again loudly, rapping a metal limp against the hard door. Nothing. Perhaps he left Horizon? Otto doubts it. Parker may be frustrating but he is usually respectful. Any slips in necessary decorum have been accidental. If he did leave it was likely not of his own accord. It was easy for Otto to figure out Parker works for Spider-Man, perhaps some villain had learned that fact as well? They could have taken Parker as a ransom. Otto may be new to heroics, but he is certain kidnapping a student is something he should prevent. He knocks again. Nothing. Well that settles that. Otto opens the door, expecting a disastrous mess and signs of a struggle.

He was right about the mess. There are tools scattered all over the ground and Spider-Man's suit is lying on the ground. The web-shooters are partially disassembled and web fluid seems stuck to the ground around them. Parker hasn't been kidnapped otherwise he wouldn't be unconscious and curled onto his side as he lays on the floor. Otto narrows his eyes, checking for any signs of injury, but the boy seems fine. Well, as fine as he was in Otto's class. He could kick the boy awake, that's what his father would've done, but that would likely get Otto fired. Also it isn't very heroic. He doubts Spider-Man would be excited to hear Otto attacked his technical support.

"Flint." Peter apparently sleep talks. "Flint don't-she won't want you. Flint you can't-" The only Flint Otto has heard about recently was Flint Marko aka Sandman. He died; crushed to death by his daughter. Why would he be occurring in Parker's dreams? It seems illogical. "Can't go back. Flint you can't-" Peter cuts himself off with a shudder.

Otto is unqualified for whatever this is. Parker seems to be working himself into a tizzy as time passes. He's near hyperventilating and shaking. Otto has no experience with anyone's nightmares but his own, certainly no experience with handling a child's dreams. Peter inhales sharply before freezing. He seems to settle down. Otto pinches the bridge of his nose. He does not have time for whatever this is. He steps out of the room and very loudly bangs on it. He can see a student at the end of the hall flinch and run off. Otto rolls his eyes. He bangs again. And again. And again. Right when Otto is about to go inside and shake Parker awake himself the door opens and Peter answers looking dazed.

"Hey Professor Otto," he yawns out, rubbing at his eyes. "Sorry I didn't hear you. You need to talk?"
"I wished to discuss our mutual…" friend? Can Otto call Spider-Man that? "…our mutual acquaintance." That seems sufficient.
"Oh right. Come on in."

Peter winces as he steps to the side.

"Sorry about the mess."
"A tidy workspace is a sign of a tidy mind Parker."
"Got it Professor. What did you want to know about Spider-Man?"
"What do you know about Norman Osborn?"
"I know about the whole Kraven thing," Peter admits, "and the other kidnapping." When Vulture plucked Spider-Man from the ground and deposited him at the top of Oscorp Tower. "Why do you ask?"
"I…would appreciate your advice. Surely you can see what a precarious situation Spider-Man is in."
"I can," Peter admits, looking vaguely annoyed.

Otto is also annoyed with Spider-Man's poor decisions.

"I am coming up with a plan to deal with Norman. How would you suggest I bring the matter to Spider-Man?"
"…you're asking me to tell you how to get him to listen?"
"You have known him longer and will likely have useful insights."
"It depends on what the plan is."
"I am still working out the kinks."
"He'll probably be defensive," Peter admits, "and annoyed because he's handling it. If you listen when he critiques your plan he's more likely to go along with it."
"What if there is nothing wrong with the plan?"
"There's always room to improve, you tell us that all the time in your lectures."

Yes but that is when Otto is improving their work. What knowledge can Spider-Man possibly offer for long term plans?

"Just give him and Kid Arachnid a chance to work with you, you know? I'm sure Spider-Man will appreciate any ideas you have. He just wants to make sure it's a team thing."
"But of course." That sounds do-able.
"Is there anything else?"
"Do you happen to have the blueprints for the tech you've made Spider-Man?"
"Why do you ask?"
"I am attempting to improve it and would benefit from a point of reference."

Peter's face twitches and he huffs quietly.

"My tech is working just fine."
"It can be improved." Otto is doing them both a favor, why does Parker seem defensive? Perhaps he could take Peters advice? Make it seem like a group project even if Otto will surely end up doing all the work? "I would appreciate your help on improving the designs." Peter raises an eyebrow.
"You want to work with me?" No. Not at all. The idea is exhausting.
"You are the tech's original creator. I am sure you have valuable insights."

Otto resists the urge to wince. He already said insights.

"Uh, okay. We can do that if you want."
"Good." Otto shoves his hands into his lab coat pockets. How does he exit the conversation now? He can't rush off, that is rude but he has no idea what else to discuss. "We shall collaborate tomorrow."
"Before or after class?"
"After. We shall meet in my lab. It is better organized than yours."
"I'm sure it is."

Perhaps Otto should give his student tips on organization. Before he gets the chance to Peter gestures at the door.

"I should clean. See you tomorrow."
"Do not be late."
"I won't," Peter promises. Peter is about the close the door when Otto puts a metal arm between them, stopping him.
"Do Spider-Man's lens record his fights?"
"They do." That would explain how Parker knew about Flint. "Do you want the footage or something?"
"Perhaps at another date."

He has already compiled plenty of data on Spider-Man.

"How did you and Spider-Man meet, Mister Parker."
"I, uh, I was there when he stopped a fight. Back when he was new. He saved me. So I figured I'd do him a favor and help him out."

Is Parker not being paid for his tech? Otto had assumed it was largely a financial arrangement but neither Parker or Spider-Man have mentioned money being exchanged.

"So you have been involved since then."
"Yep," Peter agrees. Peter is doing it to try and be a hero. He isn't even getting any glory or recognition for his contributions. Otto only found out on accident and Parker seemed panicked when he brought it up. It makes sense that Peter chose this route. He wouldn't survive physically fighting the villains of New York City but clearly it is taking a mental tole. "Anything else?"
"No. Resume your work Parker." Otto turns on his heel and starts walking.

Spider-Man is seemingly mentoring the boy but he hasn't been on top of it as of late. Many fifteen-year-olds are used to violence, aliens and androids have become rather standard problems, but there is a difference between being used to seeing it and trying to help stop it. Otto can understand involving Kid Arachnid. He is involved whether he wants to be or not. Otto has been watching the public's view of heroes and enhanced individuals for awhile now, especially since he now counts as both a hero and an enhanced individual, and well…Kid Arachnid should at least know how to defend himself since he's been forced into this. Peter has no powers. Peter is a child who has been drawn in while trying to help others. An admirable goal surely but not a sustainable one.

Perhaps Otto should step in. Temporarily of course. Spider-Man is busy with himself and Kid Arachnid as well as handling Norman Osborn and helping Otto learn the basics of heroism. Otto can take the issue of Spider-Man's tech off his hands permanently and keep Parker afloat until Spider-Man can focus on him once again. Otto has easy access to the boy and he has always liked the idea of having a hand in making the next generation of scientists. That's why he got a job at Horizon High after all. It'll be another way to show his thanks to Spider-Man for helping him become a hero. It will be good practice. After all, Otto is already on the track to become the superior super hero. Why not practice so he can one day be the superior mentor as well?

Chapter Text

"If a bomb is counting down, do you throw it so it explodes in the air, toss it into the nearest body of water, or try to diffuse it?"
"How much time until it implodes?" Otto asks.
"Two minutes," Miles says, choosing a random number.

If Otto is asking that question, he's already failed.

"You should try to diffuse it," Otto answers immediately. "After all that will minimize the damages."
"Nope," Miles answers, popping the p, "you throw it into the nearest body of water."
"That makes no logical sense."
"The bad guys lie on the timers," Spider-Man informs Otto, swinging alongside Miles. They're going slowly for Otto's sake. "That's how Kid Arachnid and I met, he saved me after I got blown off the top of Oscorp when a bomb exploded a minute early."

Otto's eyes get wider, a mix of apprehension and annoyance.

"Norman Osborn tried to assassinate you?"
"What? No-" Peter facepalms with one hand, the other still holding onto his webline, and groans. "Oh he was totally trying to kill me."
"You are just now realizing that?" Otto asks demeaningly. "You are lucky not to be dead."
"Uh, not lucky," Miles corrects, "he's alive cause of my skills."

Sort of. Miles was running on instinct when he saw Peter falling through the sky. His body was moving, weaving through the parking lot and sticking to the walls, like it was as simple as breathing. And in a way it was. When he got back to the ground, Spider-Man in tow, he immediately vomited. According to Peter getting bitten by a radioactive spider makes you nauseous. Otto doesn't need to know that part.

"Yes," Otto amends, "you are only alive because of Arachnids actions." Praise from Professor Octavius. Who knew it was possible. "Are there any other murder attempts I should know of?"
"Just that one." Peter shrugs, red and blue costume catching the light from the street. "It's not a big deal Otto."
"When was that?"
"A month or so ago. The bomb was from a Spider Slayer."
"Is Norman behind the Spider Slayer attacks?" Otto asks.

That's a good question actually. Miles assumed they were different bad guys but a suit like that has to cost a lot of money, money most people don't have lying around.

"They targeted Harry," Miles offers, "back when they first showed up. I doubt Norman would send them after his own son." No matter how much Norman sucks he does seem to care about Harry.
"Well…" Miles and Otto give Spider-Man a look. He sighs. "They were after Harry's tech in the beginning. It went after him at Midtown cause he had some tech in his bag."
"So the Slayer broke into Horizon High to steal Osborn's things. Clearly they are working for Norman. Why didn't you mention this?" Otto questions.

Miles hates to admit it but he's on Otto's side this time.

"It doesn't matter. We always beat the Slayers. They suck. Can we get back to patrolling?"
"How many times have you two fought the Spider Slayers?" They both shrug.
"I'm going to go help that lady bring in her groceries."
"We do that?" Otto asks, sounding befuddled.
"Yup," Peter answers. "Kid, explain."

Peter drops off the roof before Miles can argue.

"Spidey is real big on helping our neighbors with casual stuff," Miles inform Otto. "You know, make New York City feel like a community and all. He visits a bunch of people pretty regularly and picks up their groceries or whatever for them."
"Interesting. They can do those things without us, can't they?"
"Yeah but it's easier if we help. Going up and down stairs over and over with groceries sucks."

It never would've occurred to Miles to do that if Peter hadn't told him to. It does feel kind of nice to help people in less violent ways.

"Why lower ourselves to help with such useless endeavors?"
"Cause that's the point of being a hero." Otto seems unimpressed but moves on quickly.
"I was wondering if you would want to discuss the Norman problem after patrol."
"Why not talk about it now?"
"I think it would be best if we avoid conversing with Spider-Man about it."
"So you want me to stay out longer to talk to you alone behind his back?"
"Not behind his back, we are frie-mutua-we coexist regularly. It is to be expected." Is Otto asking Miles to hang out? "I can buy you food."
"Sold."

Peter is absolutely exhausted so he doesn't argue to much when Miles pushes to end patrol early. Miles even manages to convince Spidey that he can go home without Peter babysitting him. Spidey mumbles his goodbyes and swings off. Miles hopes he doesn't ram into any buildings. He must've jinxed it because Peter immediately swings into a fire escape. He stands up, looking a bit dazed, and starts swinging again. That'll probably be fine. Miles is half convinced Spidey is immune to concussions.

"Where do you wish to converse?" Right, his dinner hang out with Otto.
"There's a burger place below us."
"Did you ensure we would stop patrol outside of your favorite place to consume nutrients?" Man Otto is weird.
"Yeah I figured it'd save us some time." And limit how much Miles has to interact with Otto alone. Miles and Otto order food and sit down on the roof again, out of earshot from the street below. "So, what did you want to ask about Norman?"
"Have you interacted with him before?"
"Only once, when I saved Spidey from him." As a superhero. He's been over to hang out with Harry a few times.
"What did he strike you as?"

That's a loaded question. Norman is Harry's dad. He seems demanding but not anymore demanding than Miles's own father. Norman has also tried to kill them. Norman shows no signs of stopping. Norman, apparently, owns the Spider Slayers which means that…that he sent them after Miles when Miles told the news where he lived. It's Normans fault, in part, that his home got destroyed. That they lost photo albums and recipes and furniture and that his room got destroyed and that his dad is so stressed all the time. It's, partly, Norman's fault that things went so bad so quickly when he got powers. That Miles's dad hates Kid Arachnid. Miles is mostly to blame since he told Norman where to aim the gun but he still pulled the trigger.

"He struck me as a jerk," Miles answers finally. "Someone who is so committed to stopping us he doesn't care who gets in the way." Otto nods.
"Does Spider-Man have a plan he isn't telling me?"
"Nah, he's pretty open." Well… "He pretty much tells us both the same amount of stuff." Miles may know Peter's identity but that wasn't because Peter wanted to tell him. It was out of necessity. "He doesn't have a plan yet but he's working on one."

Otto hums back. He hasn't touched his burger or milkshake. Miles is offended on the burgers part.

"How would you suggest I bring up the subject of the plan?"
"Spidey doesn't want anyone to get hurt and it's hard to walk away from Norman Osborn unscathed."
"Precisely why we should band together before it is to late!" Miles takes a bite of his burger and shrugs.
"I agree with you, I'm just answering the question."
"I asked how to bring it up. You told me why he will not want it brought up."

Even out of school Otto is critiquing Miles's answers.

"You have to have a really good plan first and you've got to let Spidey have some say in it."
"That is what Parker said."
"Peter Parker?"
"Does he design your tech as well?"

Uh…actually he does. Miles didn't make his own webshooters, Pete gave them to him. So it isn't even a lie. It might also help Peter get out of more school.

"Yep. Why were you talking to Peter?"
"I was asking him how best to broach the subject of Norman Osborn with Spider-Man."
"You're really making the rounds."
"We are all part of the same team, are we not?" Otto is openly saying he's on a team. Surprising.
"What did Peter say?" How often are you asked advice on how to help someone approach you on a topic?
"He said that I would need to be open to criticism of my plan so it feels more like a group project."
"Because it is a group project," Miles agrees.

He takes another bite of his burger. It tastes fantastic.

"That's the point of the whole team thing." Otto nods stiffly. "What do you want to do about Norman?"
"I am still deciding."
"So you don't have a plan."
"Do you have any suggestions?"

Miles double takes.

"Well?" Apparently, Otto isn't kidding.
"I don't think suing him is worth while."
"Why ever not?"
"He'll probably bribe the judge and being a superhero is technically very illegal. If we did somehow beat him he'd just turn around and sue us for 'trespassing' aka all those times we went into Oscorp to save it since it was about to explode."
"So we need to handle this ourselves."
"Yep."
"That makes logical sense Arachnid."
"I do that sometimes. Want to finish up our pop quiz?"
"Fine."

Chapter Text

"Hey Pete." Peter resists the urge to wince at the tone. "I ordered your favorite. Hope that's okay."
"You didn't need to do that Harry." Peter sits next to his friend-his best friend-whose dad is currently trying to murder him. 
"No problem. How was school?"

Peter had meant to call Harry when he realized he skipped lunch. He had. He had just-he had to go back through his Spider-Man designs and make them legible for tomorrow so Otto doesn't tear him to shreds, then he had to work on homework, then Gwen needed his help with a science thing and before he knew it he needed to go patrol with Miles and Otto. When Miles had pushed to end patrol early Peter had accepted the idea and promised to go home before immediately calling Harry and suggesting dinner at Joe's. Harry had agreed. Peter had to stop three muggers and was late. Because of course he was.

"Pete?"
"Sorry. Zoned out. School was alright. Otto was nicer than normal."
"Otto," Harry asks with suspicion, "was nice to you?" Harry interacted with Otto a lot before he got kicked out of Horizon High. "Are you sure everything is fine?"
"I'm sure Harry."
"Was Otto replaced by a clone and more importantly are we going to tell if he was?"

Peter smiles and takes a sip of the smoothie. It tastes fantastic.

"He wasn't replaced by a clone. I don't think." If he was Peter isn't sure where to start unraveling that mess. "According to Miles I looked terrible enough that Otto took pity on me."
"I can see it."
"Oh thanks. You don't look so great yourself."
"You know my dad. He wants to make sure my projects are progressing fast enough."
"You need any help?" Harry smiles a bit but looks away, staring out of the window in front of them.
"I've got it Pete."

It isn't an insult. Peter knows it isn't an insult. It isn't even passive aggressive. It's just fact. Peter can't show up to lunch. How can Harry trust him to show up to help with actually important things? If Norman wasn't a problem, Peter would tell Harry he's Spider-Man and be done with it. But Norman is a problem, and Peter can't make Harry choose. Peter can't find out how far Norman is willing to go to kill him and Miles. If Peter put Harry in harm's way-he failed with Uncle Ben. He isn't going to lose Harry too.

"You finish that book we were talking about?" Peter asks, trying to keep his tone level.
"Almost. I'm putting off reading the last chapter because I'm 87% sure that someone is going to die and I'm too attached to the characters for that." No one dies but two of the characters hate each other forever which is almost worse. "Don't give me spoilers."
"I make no promises."

Harry rolls his eyes and flicks Peter with his straw.

"Can't a man ramble in peace?"
"Not when you tell me earth shattering news."
"It is so not my fault that you didn't know Darth Vader was Luke's fa-"
"Don't go spoiling it for the entire cafe!"
"Everyone already knows. I'd bet money you were the last person on Earth to not know."
"Okay, what about Captain America?" Harry demands light heartedly. "I'm pretty sure Captain America didn't know about that."
"I have it on good authority that he learned two years before you did."
"What good authority? Since when do you know the Avengers?"
"I saw them talking about it in an interview."
"Which ones specifically?"
"Hawkeye and Iron Man."

Peter still can't believe he fought alongside Iron Man a few weeks ago. Sure an evil alien symbiote took over his body and Iron Man had to hit Spider-Man in the face but overall it was a great day. Peter couldn't tell Harry about it though. Instead, he listened to Harry complain about Spider-Man tricking an Avenger for almost an hour and a half. Because that wasn't a bummer at all.

"So even Captain America knew before you."
"What about the Winter Solider? He probably didn't."
"I'd assume Steve told him."
"Well what about-"
"Harry," Peter says firmly, "you may have to accept you're the last person alive to know who Luke's dad was."
"Thor!" Harry counters.
"He's a god he doesn't count."
"So you're saying gods are people? Wow Peter, I expected better from you."

Peter presses his shoulder against Harry's as he smiles.

"I missed you," Peter admits.
"Me to." Apologies are gathered on Peter's lips but they're nothing Harry hasn't heard before and after a certain point they just sound empty. Especially since Peter can't change this. He can't stop being flaky because that would mean he isn't Spider-Man anymore. He can't fail Uncle Ben like that. "You okay?"

It would be so easy to tell Harry. To admit everything. Harry would understand, wouldn't he? That his dad has to be stopped? That it's a matter of life and death? Surely Harry would help them? Then Peter wouldn't have to do this alone. He can't tell Aunt May, he can't rely on Miles, and he really can't rely on Otto. He barely knows the man and his morals are still being set in stone. Peter has to make sure Miles and Otto stay on the right track. He can't afford to seem weak.

But he can with Harry.

"Harry, I have a-" Peter's phone goes off.
"What do you want to tell me?" Peter glances at the caller id. It's Miles. If it was almost anyone else Peter could brush it off but… "Pete?"
"It's Miles," Peter admits. He tries to…he tries to sound light hearted. Cheerful. Like the Peter Parker who didn't have any blood on his hands. The one who didn't kill his Uncle Ben secondhand. The one who didn't know what it felt like to be shot. He smiles. He doubts it reaches his eyes. "I gotta take this." Harry sighs but nods.

Peter answers the phone making sure to keep the volume low so Harry won't over hear anything. Not that Miles should say anything secretive on this line they went over that protoco-

"Spider-Man?" Well that isn't Miles.
"Why do you have Miles's phone?" Harry looks up, confused.
"We," Otto informs Peter over the phone, "are fighting a large humanoid Lizard. It has torn up two streets and shows no signs of stopping. We could use some assistance. Kid Arachnid wanted to delay telling you but-"
"OTTO GIVE ME BACK MY DAMN PHONE!"
"-I made the executive decision to ignore him."
"Where are you."

Peter gets off the chair and grabs his backpack.

"Outside of Arachnid's favorite burger place." Of course they are. Miles probably talked Otto into buying him food.
"I'll be there as soon as I can. Call me if anything changes." Peter hangs up and looks at Harry.
"What happened." Peter winces. Harry is staring out the window again.
"Miles is in trouble. He needs my help."
"Isn't someone else helping him. Whoever called you with his phone."

Harry isn't arguing. Not really. He just seems vaguely interested in what lie Peter is going to tell. Peter is wasting time, he should've run the minute he saw Miles's name, but he stays where he is.

"They need me to."
"And there's no one else they can call?" Harry asks, leaning back in his chair and looking at Peter. Peter hates the apathy in his eyes.
"There isn't," he admits quietly.
"So Gwen can't make it? Or Anya? Or Max?" Peter shakes his head. "Guess I'll see you at lunch tomorrow." Harry gets up, grabs his bag, and walks out the cafe. Peter groans and walks after him. Harry takes a right out of the building going towards his place. Miles and Otto are to the left.
"I'm sorry." Peter runs off before he has to hear Harry's response (before he's left with silence he can't fix).

Miles really owes Peter an apology and a thank you cause apparently he is terrible at fighting alone.

"We appear to be doing worse than normal," Otto huffs, hiding behind an overturned car with Miles.
"This is embarrassing," Miles admits miserably. "Spider-Man is going to lecture us for an hour once he gets here."
"He lectures?"
"Only small ones but this is embarrassing for everyone involved."
"The Lizard seems fine," Otto counters, looking over the edge of the car. Miles joins him.

The Lizard is currently scavenging the remains of a hot dog cart.

"Okay, other than the guy beating our asses, this is embarrassing for everyone."
"Language Arachnid."
"You aren't my dad, you can't tell me what to do."
"If I was your father I would surely expect you to refrain from using profanity." Miles gets out from behind the car. "What are you doing?"
"I'd rather get hit in the face by his tail then deal with your-"

Miles barely jumps away from the Lizard's claws.

"Dude that's just rude."
"Lizards are a spider's natural enemy."
"Nothing about this is natural Otto!"

Miles webs himself over to a lamppost and gestures at the Lizard.

"A giant humanoid lizard is beating up me, a genetically modified spider person, and you."
"What is so abnormal about me?" Otto asks, looking offended.
"You have four extra metal arms and are one of the smartest people on the planet."

The Lizard charges at the lamppost and knocks it over. Miles flips off of it.

"I guess I should've stayed home since there's clearly a b-lizard in town."
"Your puns are worse than Spider-Mans," Otto says, throwing a bench at the Lizard to distract him from Miles. The Lizard dodges, turns around, glares, and charges at him.
"If mine are so terrible, why don't you give it a shot."

Puns are the worst part of the job. Why did Peter have to make quips the Spider-Man trademark? Miles tries to web the Lizards back, to pull him away from Otto, but the Lizard just pulls Miles through the air.

"What is a lizard's favorite floor selection?"
"What?" Miles asks, trying not to be swung into a building.
"A rep-tile!" Otto yells, punching the Lizard in the face. The Lizard is barely stunned. "It would have been better if the Lizard fell to the floor," Otto admits.

Miles lets go of the web and uses his momentum to barrel on top of the Lizard. He elbows it in the head and pushes it to the ground.

"Yes like that."
"Otto that pun was terrible." Otto huffs, offended.
"So was your blizzard nonsense."
"It was not-"

The Lizard tries to chomp Miles's arm off. While Miles scrambles to get away from his teeth he slinks further away. Maybe the Lizard is a girl. Maybe it's a mindless monster. Whatever it is it's currently trying to escape into the sewers. Otto and Miles both lunge for one of its legs and stop the Lizard in its tracks.

"This is a terrible plan," Otto mutters.
"Well do you have another one?" Miles snaps back. "I am never hanging out with you again."
"How is this my fault Arachnid?"

The Lizard tries to hit them with it's tail and they have to duck out of the way. It throws another car at them and Miles grabs it, throwing it the other direction to make sure that Otto doesn't get hit. He has no idea how much Otto's metal arms can hold and a flying car is not a good test subject.

"When," Otto huffs, "is Spider-Man going to get here?"
"Oh who knows." Miles is still mad Otto stole his phone. "He's probably asleep."
"No offense Kid but I skink you're underestimating me." Peter. Thank goodness. He drops down next to them. The Lizard hisses. "Get it skink? Since it's a kind of lizard?"
"His puns are better than yours," Otto informs Miles.
"I will bite you."
"I'd rather you not."
"Play nice," Peter reminds them.

Lizard runs at him.

"Hey do you guys happen to know a lizards favorite home renovation?" Spider-Man runs at Lizard and leaps in the air before barreling down at him. "Rep-tiling the kitchen floor!"

His fist slams into the Lizards face and sends the Lizard flying. He crashes loudly against the street.

"I already used that pun," Otto informs him. "Thank you for your assistance."
"That's the worst part about showing up late to fights," Peter admits, "you never know which puns to avoid."
"Did you kill it?" Miles asks. The Lizard isn't moving. That's probably not a good sign.
"I don't think so." Spider-Man sounds worried.
"How come you could hit it and he passed out but when I tried it barely did anything?" Miles asks, trying not to sound to whiny.
"You got cloaking and electricity, I got more intense spider strength," Peter offers as the three of them walk over to the Lizard. "You both okay?"
"We are fine," Otto answers sharply.
"Just some bruises," Miles agrees. "Mostly to our egos."
"How long were you fighting it?"

Maybe Miles should lie to try and preserve whatever respect Peter has left for him.

"Ten minutes," Miles admits. "Might've been longer."
"You kept it mostly contained. Good job." Even Miles knows he hasn't exactly earned that good job. Peter leans forward and pokes Lizard. "Does it count as murder if it's a lizard?"

The Lizard suddenly starts squirming and tries to bite Peter's arm. He dodges just in time. The Lizard rushes for a sewer grate once again but Peter grabs at his tail. It pops off and the Lizard slides forward on his stomach disappearing into the sewers.

"Oh ew." Peter drops the tail on the street. "That is so gross."
"It is fortunate," Otto corrects, scooping up the lizard flesh with a metal arm. "We can analyze it."
"Still gross," Miles informs him.
"I would assume someone as juvenile as you would be more concerned about-"
"You stole my phone!" Miles snaps. "I am allowed to be made you stole my-"
"Don't worry guys we'll get that serial-gila next time."

Both Otto and Miles look at Peter.

"The Lizard has not killed anyone," Otto informs him.
"A Gila is another type of lizard."
"Did you have a lizard phase?" Miles asks.
"I researched them after I learned they're one of spiders natural enemies."
"I told you!"
"Otto, I'm gonna make spiders one of octopus's natural enemies if you don't-"
"We are meant to be teammates it is not my fault you are unaware of basic facts Arachnid."
"Since when is a spiders natural enemy being lizards a basic-"

"Can we save the arguing for later?" Spider-Man requests. "It was supposed to be my night off." The two of them glare at each other and Otto looks away first. Another point for Miles. 
"Fine." He pokes the Lizard's tail which is still hanging from one of his metal arms. "To the Cave of Analysis!"

Peter and Miles look at him. Miles, for one, has no idea what Otto is talking about.

"No good?" Otto asks cautiously. "I was referring to my lab at Horizon High." He sighs. "Thought you guys wanted me to be witty."

Chapter Text

Apparently the Cave of Analysis is a poor name for Otto's lab at Horizon High. He thought it was witty but the spiders seemed to dislike it. He is unsure why. They call things exaggerated names all the time! Not to mention spiders and octopi have been known to live in caves so it was both logical and amusing. No matter. Otto shall purchase another book on the practice of making jokes. He will master this skill just as he would master any other.

"It's definitely a member of the Lepidosauria family but unlike the others we covered in class. These seem to have traces of something else."

Kid Arachnid is surprisingly aware of the science behind DNA evaluation.

"The 'traces' are human DNA," Otto informs him.
"That explains the Lizard's size and posture but not why it was attacking you two."
"He wasn't attacking us at first," Arachnid informs him. "He was attacking a car. We just got in the way."

Otto wasn't prepared for hero work to be this physically exhausting. He was in an explosion two weeks ago so one would assume he'd be used to it but clearly he is not.

"We could go back through the video on my mask and get a closer look at the car?"
"Maybe the question is not why it was attacking but who it was attacking." Otto retrieves the flash drive containing his recordings of fights from his arm and plugs it into the computer.
"You put a camera in your arm?" Spider-Man asks.
"Of course, for research. Parker said he designed your tech to do the same."

Otto may need to post pone his workshop with the boy, since this lizard matter requires his full attention. On the computer the Lizard attacks plays. Spider-Man's eyes widen-or, at least, his lens do.

"That's Norman Osborn's car."
"Why would a lizard be attacking Norman?" Kid Arachnid asks. Otto is unsure how Spider-Man knows that car is Osborn's but he seems certain and that is good enough for Otto. He pulls his glasses down as he further examines the screen.
"My expertise is in atomic physics, not reptilian behavior, but if I had to guess I'd assume Norman experimented on someone."
"Aw man," Kid Arachnid groans.
"It could be totally unrelated to Norman's experimental tendencies," Spider-Man counters.

Otto doubts it.

"Perhaps," Otto offers, trying to keep the peace and whatnot, "we could use some help in this area." Otto uses his metal arms to type. "I'm running a search for the best scientific minds in the fields of genetic and herpetology. Ah! Of course. Doctor Curt Connors. Geneticist, biologist, biochemist, herpetologist."
"And he just happens to work for Oscorp," Spider-Man admits.
"Not a great sign," Arachnid agrees.
"That's too much of a coincidence not to check out."

Kid Arachnid crosses his arms.

"Uh, may I remind you that Norman Osborn isn't exactly a fan of ours?"
"He's been nothing but supportive of my genius," Otto informs them. "I shall go alone."
"No."
"Nope."
"Terrible idea."
"Seriously the worst."

Otto blinks in vague surprise. He puts the glasses back on.

"I can handle it," he informs them sharply.

Did his failure with the Lizard really lower Spider-Man's opinion of him this much? Arachnid hardly faired better and he actually has powers. Otto just has an annoying number of limbs.

"I may be new to this hero work but I can manage a conversation without worsening your status in regards to Osborn."
"What?" Spider-Man sounds confused. "You could talk to him but you shouldn't. What if it's a trap or he tries to kidnap you?"

Are they concerned about his safety? Surely they realize that Otto can handle himself.

"We all go or none of us go."
"He has not threatened me," Otto counters.
"That was before you started working with us," Kid Arachnid reminds Otto, as if Otto has forgotten basic logic and can no longer understand the passage of time. "He might've changed his mind."
"It's all of us," Spider-Man repeats, "or none of us."

Otto resists the urge to roll his eyes. Perhaps the interaction could be useful for gathering data on what Norman specifically hates about them.

"Fine. But if this ends terribly I won't resist the urge to say 'I told you so'."
"Works for me," Spider-Man agrees. "We'll go tomorrow morning."
"I doubt this can wait," Otto counters. "If the Lizard-"
"You're tired, Kid is tired, and I was supposed to be asleep an hour and a half ago," Spider-Man counters. "Also it's way to late to go busting down Harr-Norman's door."
"We should let the man be well rested before we break into his house," Arachnid agrees, spinning in one of Otto's chairs casually.

It makes Otto feel vaguely motion sick but that could be the mild concussion. He's getting tired of being thrown at walls.

"Tomorrow morning," Otto agrees. This Norman ordeal shall be a long game. He can wait a handful of hours if it means the spiders will continue to trust him (to not distrust him? he is unsure where exactly they stand). "I assume Parker will not be joining us."
"Why would he?" Arachnid asks.
"He is part of the team."

At least, that was Otto's understanding.

"He doesn't go in the field," Spider-Man says immediately, sounding uneasy at the idea. Good. Otto doesn't particularly want the boy in the field. Things are chaotic enough as is without adding a civilian child into the mix.

"Finally."
"In my defense," Spider-Man says as he drops down next to Otto, "I had to fight like two people on the way here."
"And an angry squirrel," Kid Arachnid says.
"And an angry squirrel," Spider-Man agrees.

Otto does not have time to look annoyed or ask questions about the squirrel.

"I," he informs the other two, "have classes soon. We need to do this quickly."
"Works for me," Arachnid agrees. "I hate being here."
"What, you don't have pleasant memories from all the torture and kidnapping and murder attempts?" Spider-Man asks casually as they walk up to the entrance of the Oscorp building.
"I still say I should go alone," Otto reminds them.
"And I still say we're a team," Spider-Man counters. "Plus I fought an angry squirrel to get here, don't go kicking me out now."

Otto sighs and walks up to the front desk.

"Otto Octavius and…" What should Otto call them? Friends? That feels too extreme. "…colleagues to see Curt Conner's." The receptionist doesn't even look up from his phone.
"I'm sorry, sir. No one is allowed past this desk without an appointment."

Hmm. Perhaps Otto just needs to win over the receptionist the way Spider-Man and Kid Arachnid so often do.

Otto leans onto the desk, grinning, and says, "Well then, just call me nobody!" He punctuates the joke by gesturing with his arms. The receptionist glances at the computer.
"I'm sorry sir I'm still not seeing that name."

Otto walks over to Spider-Man, grabbing his arm and leaning in. He also pulls the collar of his jacket up a bit to hide his mouth.

"I'm trying to be quippy," Otto informs the man. Otto doesn't understand where it went wrong. Spider-Man and Arachnid can do it with ease! "Was it my delivery?"
"Ah, they just need to get to know ya," Spider-Man reassures him. Oh of course!
"In that case," Otto announces as he dramatically throws his trench coat to the ground, "behold, the Octopus!"

He raises his metal arms in the air. They are his most distinguishing physical feature after all. The receptionist leans forward-success!-and presses a button. Alarms start blaring. Hmm. Not success.

"Now may not have been the best time to unleash those babies," Spider-Man informs him. Otto resists the urge to wince as floor to ceiling doors appear between them and the receptionist, trapping the spidermen and him in with security.
"Oh come on Otto!"
"I thought-" Otto huffs as he dodges the blasts from the security gun. "I was just trying to follow instructions!"
"Great job you did with that," Kid Arachnid snaps back, webbing some security drones and slamming them into each other.
"Kid," Spider-Man says sharply, "drop it. I should've been clearer." He kicks a gun out of the wall.

Otto will review the footage and figure out where things when wrong. He'll make it up to the other two and prove that he has what it takes to be the superior superhero. For now he has to fight off the problem he caused. He is becoming more skilled with the metal limbs. They react easily to his thoughts, far more fluidly than his arms of flesh and bone. He crushes security drones and reflects bullets. He's efficient. He's a force to be reckoned with. He does a fifth of what Spider-Man does but Otto is starting to begrudgingly getting used to that.

"De-active security!" The doors disappear and Norman Osborn is revealed standing there almost expectantly.
"I think we already deactivated it," Spider-Man informs him, dusting off his hands.

Otto resists the urge to scowl. That will not be helping their 'keep Norman from murdering them' plan.

"Oh," Norman says, striding over to Otto, "then please accept my apologies. That was not meant for you. There have been some…attempts on my life recently, and I needed to heighten security."

The apology sounds fake even to Otto's ears. He isn't apologizing for the past kidnapping or experimentation attempts just the current kerfuffle with the bots.

"Otto," Norman says as he reaches out his hand, "a pleasure to see you again." Otto would like to step away from the offered hand shake but he grits his teeth and accepts it. "I'm glad your talents have evolved as I predicted."

Norman turns to the other two.

"And congrats to the three of you for the recent heroics."
"Hold on a second," Spider-Man asks, sharing a look with Kid Arachnid, "you're happy to see us? You're not going to try and capture or experiment on us?"

Spider-Man checks over his shoulder as he speaks.

"Yeah," Arachnid agrees, "because I'm scanning your words for sarcasm and nothing's coming up."
"I think their question is worth answering Norman," Otto says, attempting to keep the venom out of his voice. If he is going to collect accurate data he can not let Norman think he is suspicious of him.
"Spider-Man, I owe the both of you an explanation," Norman admits. "I rushed to judgment when I met you two and, well, maybe it's been the attempt on my life, but I realize I'm better off with you as friends than as enemies."

The man is oozing humbleness, even staring at the ground casually as he apologizes, but it isn't convincing to Otto.

"We'll see." Clearly Spider-Man has not been convinced either.
"The reason we're here, Norman," Otto informs him, "is because we wanted to talk to Curt Connors about that lizard that attacked your car earlier."
"I'm afraid that won't be possible."
"You can't stand in our way Norman," Spider-Man warns.
"I mean," Norman informs him, giving him a look, "you can't talk to Curt Connors about the Lizard because Curt Connors is the Lizard."
"What? What happened?"

Norman sets a small holographic projector onto the desk and displays some security footage. As if he had already prepared for their arrival. Otto resists the urge to narrow his eyes.

"Curt was-is-one of Oscorp's most brilliant scientists. When he heard I was funding research in limb regeneration based on lizard dna he thought he could apply it to his lost arm. I told him that the research wasn't ready but he went behind my back and used the serum on himself anyway." The footage plays Curt stealing the vile and injecting it into himself. "It turned him into that lizard creature. Now he blames me and has been trying to destroy me for it."

An unlikely story. Before Otto or the spidermen can say anything glass shatters behind them and growling rings through the room. Otto looks to his left. Sure enough the Lizard has conveniently entered just as Norman's speech ended.

"Dr. Connors, we were just talking about you," Kid Arachnid says in a fake casual voice, "were your ears burning?"
"Activate security," Norman yells.
"Something tells me that's us."

Spider-Man is right. They already destroyed any remaining security features. The other two jump into battle but Otto watches Norman's face. He seems pleased. Not exactly the emotion you'd expect from someone as their would-be assassin breaks into their home.

"Wow, his tail came back one-two-three!" Otto remembers that set up. He rushes forward and leaps to ram down on top of the Lizard.
"And I'm coming back with a one-two-punch!" His fist connects with the Lizard's scaly face.
"Don't hurt him! That's still Curt Conners!" Spider-Man is always very concerned for the health of their adversaries. "Arachnupus formation!"
"Still not loving that name."

Otto agrees with Kid Arachnid, and he'd rather attack himself, but he swallows his arguments and gets into his position. The two swing off of his metal arms and ram down on top of the Lizard. He rushes into the fray once the other two are in the air and helps hold the Lizard into place as they web him to the ground. The Lizard continues thrashing but is unable to get up. That was easy, all things considered. Norman didn't even bother running away.

"My technicians have been working on a containment suit in the hopes we would capture him." The technicians in question wheel the suit in. It certainly looks extensive. "It's probably best if I keep him here. I have a team of scientists working on a cure from the original formula."

One of the scientists rams a needle into the Lizard's neck and he stills, no longer fighting back. The spidermen shoot their web dissolvent and watch as the scientists load the Lizard into the suit. They clearly want to keep their distance from anyone working for Norman.

"I'll admit," Spider-Man says, "that containment suit seems pretty secure."
"Otto," Norman says, walking over and ignoring Spider-Man, "I need your help."

Otto resists the urge to roll his eyes.

"I have some data I believe can be converted into a cure, but no one on my team is anywhere near the genius that you are. Would you take a look?"
"I'd be happy to help," Otto lies, accepting the disk of information Norman offers him.
"Ah, good, and I just have to ask again, is there anyway I could get you to leave Horizon and come work for me?"
"Well I appreciate that Norman but the thing is-" Otto cuts himself off.

This…something about all of this is wrong. The sudden switch from Norman, as if he has always been a mild adversary to the spiders, the clearly staged Lizard attack, Norman just so happening to have the Lizard data disk on him…Norman wants something out of Otto, out of the spiders, and Otto does not owe this man his honesty.

"I will continue to think on it."
"So you have been thinking about it? About my offer?"
"Of course. I could hardly ignore such an alluring deal," Otto lies.

He hasn't been thinking about it, not much. After all Max was the first person to truly trust that Otto's age would have no bearing on his genius. He owes Max for at least the rest of the school year and probably longer. Norman does not need to know that.

"My door is always open," Norman assures.

He offers his hand to shake again. Otto internally sighs and once again makes skin contact with the man.

"Thank you Norman," Otto lies, "you don't know how happy this makes me." Otto walks back to the spiders.
"You're welcome!" Spider-Man yells, sounding particularly annoyed and a bit immature. Norman walks away as if Spider-Man didn't speak at all.

Chapter Text

"You wanted to see me Professor?"
"Yes I did Parker. I told you that yesterday. Did you already forget?"
"Nope."

He sets his backpack down on the ground harshly and walks over to Otto.

"What do you want to work on first?"
"I'd like you to explain the design behind the lens. I assume you've already tried to filter out the light and extra stimuli."
"Yeah but I haven't had a ton of time to tinker with it and it's a delicate process. If you don't filter out enough then the spiders can't keep track of everything going on in a fight but if you filter out to much then they'll miss important stuff. A big risk when you're dealing with saving lives."
"Perhaps we could make different modes for different environments."

Peter's head twitches a bit.

"I already did that."
"I saw the work you did with the heat and night vision. It's a good effort."

Peter sighs quietly and nods.

"What else do you want to make?"
"It will be hard to tinker without one of the spiders here to show us what works best. Unfortunately both of them went home for the day so we are on our own. Until they return we should make different modes for them to test so they can give us feedback later. Then we can operate from that starting point."
"Sounds good to me."
"I modified your formula for the filtration of light and stimuli."

Otto remembers that this is meant to be a group project and not just him doing everything while Parker watches.

"I kept a lot of your work," Otto offers. "It was adequate."
"Thanks."

Otto didn't even have to lie. A success. Peter gets his computer out and pulls open some files and starts typing. Otto continues his own work on the mask. They go on like that for a few minutes before Otto dares to break the silence.

"Did Spider-Man update you about the Lizard?"
"Yep."
"What did you think of the situation?"
"Why do you ask?"
"Just answer the question Mister Parker."
"I think it's fishy and Norman is up to something. Me and Spider-Man agree that you were right about Norman experimenting on Connor or tricking him into experimenting on himself."

Of course, Otto was right, he generally is.

"The thing felt scripted. It went too smoothly."
"We noticed that to. I mean, he had the containment suit ready and the Lizard attacked seconds after he showed us that tape," Peter agrees. He looks frustrated and is typing quickly. "It's a set up but I can't figure out what he's setting up for."
"Norman did not show 'us' the tape," Otto reminds Peter. "He showed me and the spiders the tape."
"Right."

The use of 'us' a bad sign in Otto's opinion. Peter is too involved in this for someone who should be focused on his school work rather than backing others heroics.

"I think Norman is attempting to make me join him at Osborn Academy."
"You already finished high school though."
"I also have several doctorates Mister Parker. He wants me there as faculty."
"He offered you a job?" Peter asks, looking offended. "Why are you just now mentioning it?"
"Because I never planned to accept the position. I had largely forgotten until Norman reminded me earlier today."
"What does the Lizard have to do with your career decisions?"

Otto removes the disk from his pocket and offers it to Peter.

"Norman gave me this. It, supposedly, has information to create a cure for the Lizard." Peter tilts the disk in his hands. "I made said cure and tested it on Connors tail that we retrieved during the fight."
"I was wondering why that grew about twenty sizes."

The tail is on the ground now since it no longer fit on any of Otto's tables.

"Well clearly Norman was attempting to set me up for failure. Thankfully it did not work."
"Why didn't you tell Spider-Man and Kid Arachnid?"
"I am going to. I wanted to learn what was on the disk first."
"You should've told them first thing."

Otto sees no point in that. It would've just sparked arguments about what was on the disk and what to do with it. Now it has been taken care of and they can make a plan without any unnecessary tomfoolery.

"Whatever. What do you want to do now that you know Norman is out to get you?"
"I shall make a plan with the other two. You need not be involved."
"Then why bring it up with me."
"I was curious about what you thought of Norman."
"I think he's a jerk and a liar."

True enough.

"You really won't go to work for him?"
"Of course not. Why would I?"
"Money, fame, glory, respect, and I hear they have free donuts every Tuesday."
"Oh, well now that I've heard about the donuts I shall need to change sides." Peter looks at him. "A joke. The others want me to be quippy."
"That was pretty funny," Peter admits.
"Why thank you."

Otto knew he'd get the hang of it.

"Where did you learn how to do these lenses? Horizon has no class on the subject."

Not as far as Otto knows. Maybe there's a club. There are an overabundance of clubs.

"Trial and error and a lot of wasted material. My fir-Spider-Man's first mask didn't even have lens's. Just cut out holes in fabric."
"That doesn't sound particularly useful."
"Nope. He used to get migraines all the time after fights."

Otto may be annoyed by the ever-present weight of the arms on his back but at least they don't cause migraines. Those are not an enjoyable way to pass time.

"It's gotten better as he's adjusted to fighting and spider sense."
"Spider sense?"
"It's sort of like an alarm system the spiders get. There's this deep urgent need to move when they're in danger." That explains how fluidly they manage to dodge attacks. Otto would've sworn they had eyes in the backs of their heads. "It's a bit intense."
"It sounds like it would be."

How come Spider-Man told Parker all of this and not Otto? Has he failed some sort of unspoken test? One that Parker succeeded in? Maybe Spider-Man just needed to tell the boy so that he could design tech more efficiently. Otto will take over that role for the spiders soon enough and then they can go to him for that sort of thing. Parker seems largely fine. Exhausted, as always, but better than yesterday. Perhaps Otto was over-stepping before and Spider-Man has it under control. If so then Otto can focus on the Lizard and Norman Osborn and leave the babysitting to Spider-Man.

"What psi do you use for the webshooters?"
"300 psi," Parker answers immediately. "That took a lot of trial and error."
"Who did you work with to make this design?"
"No one."
"But Spider-Man had these before you joined Horizon."
"I made them on my own time."
"Did he at least compensate you for the materials?"
"I volunteered to make them. He tried to pay me for it but I didn't want him to."

Otto shakes his head.

"You could make a fortune off of these Parker."

Otto is a genius and his version of the webshooters will surely outrank the boys but they are well done for a fifteen year old. Spider-Man has no idea how lucky he got.

"Then anyone could get them. If a bad guy used them to hurt people it would be on me. No money is worth that."
"You should get a patent on them. It's only a matter of time before someone else realizes that Spider-Man's webs are man-made. I assume you don't want Norman Osborn taking your idea."

Peter's nose wrinkles in disgust.

"Absolutely not."
"Then you need a patent."
"Don't those cost, like, a lot of money?"
"Horizon High offers a service where they help young students get a patented design free of charge."
"I looked at that. Horizon High would own part of the design. I trust Max, of course, but if the next principal is evil then they could use my patent to make a profit."

Peter shrugs.

"These web-shooters offer a lot of power so it's my responsibility to make sure they don't get in the wrong hands."

Otto will bring up the subject with Spider-Man. Parker may not want credit for his work now but the idea doesn't sit right with Octavius.

"Is that why you never turned them in for any class assignment?"
"Yep. I risked it with the tracker because, at the time, I had no reason to think you'd ever come into contact with it when Spider-Man used it and even if some villain did get a hold of it trackers aren't exactly a new thing."

His design is better than most of the ones Otto has seen on the market but he keeps that thought to himself.

"Do you-" Peter is cut off by a loud explosion. Both him and Otto turn their heads towards the noise.
"Stay here Parker. I'll be back in a moment."
"But I-"
"Stay," Otto repeats as he rushes out of the room, "here."

He's out of earshot before Parker can argue. Students run screaming from the auditorium. Otto uses his metal arms to go over them, balancing off the tops of lockers and moving between the crowd. No wonder the spiders prefer to stick to the ceiling. This is a hassle. Once Otto gets to the auditorium the issue is clear. A Spider Slayer, a massive purple robot, is trashing the place.

"BRING ME SPIDER-MAN OR I SHALL BURN THIS SCHOOL TO THE GROUND." So Norman has decided to try and kill Spider-Man once again. Of course he has.
"You are no match for the great Otto Octavius! Surrender now or face the consequences." The Spider Slayer ignores him and keeps wrecking things. Well now that was rude. "Fine then. Don't say I did not warn you."

Otto charges forward. The robot tries to dart to the side but doesn't move quickly enough. Otto is already on top of it and trying to tear the metal apart. It gives somewhat but doesn't break. He tries to remember what Spider-Man said it's weak points were. He searches for an opening to the inner workings of the robot but he can't see anything from his spot. Otto climbs up the side of the robot, narrowly avoiding being smashed into a wall. He tears a hole into the armor but that only reveals smooth metal underneath. No exposed wires to rip apart. Otto barely dodges an energy blast from the Slayer, landing hard onto the ground. This is a lot easier when there's three of them and the villain can't attack all of them at once. Solo hero work is exhausting, though Otto would never admit it to-

"You don't look like you have a visitors pass!" Kid Arachnid yells as he leaps onto the Slayer and punches it in the face.

The head flies off but the robot keeps moving. Clearly there was no one inside of it. Probably for the best otherwise Otto would have to find a way to hide the murder.

"Wait, I think Spidey already used that one."
"Reusing jokes is far from our biggest priority Arachnid!"
"Oh it's fine, this school is always getting attacked. It's not like we use the auditorium anyway."

We? He doesn't go here.

"Twenty." What? "Nineteen." The robot is counting down. From what Otto has heard about these things it is never good for the robot to be counting down. "Eighteen."

Kid Arachnid almost gets grabbed by the headless robot.

"Where is his damn control panel?"
"Language," Otto replies on instinct, "we are in a school."
"I'm an adult I can curse if I want to!"
"Your name is Kid Arachnid."

Arachnid mutters something that is probably rude and immature.

"Fifteen." The Slayer manages to grab him and Arachnid yells out in pain. Otto tries to tear off another piece of the armor, tries to figure out where the bomb is so he can defuse it, but the Slayer hits him hard and sends him flying. Otto crashes onto the stage. He can feel something break, probably a rib, but it isn't a priority. Not when the Slayer is set to explode and shows no signs of releasing Arachnid. He gets up again, looking for some sort of weakness. "Ten." Of course! The opening where the head used to be. Otto can see exposed wiring from here. "Nine." Can he get there in time? What if this is like the robots in the pop quiz and it'll explode any time, regardless of what the clock says? "Eight."

It didn't exactly go well last time Otto tried to stop an explosion.

"Otto run! I'll, I'll figure it out!"
"Seven." Otto runs. He runs right at the Slayer, using his arms for momentum and charges forward. He lands near the top and scrambles upward. "Six."
"Otto just go!"
"We," Otto reminds Kid Arachnid harshly, "are a team."

He grabs fistfuls of the wires with his metal arms and pulls.

"Five." The robot isn't reacting. Otto keeps pulling out cords and keeps jamming his arms down, hoping to spear through something important. "Four."
"There's no time!"
"I survived the last explosion, I shall survive this one as well."
"Three."
"Now is not the time for jokes!"
"I thought," Otto says, smiling just a bit, "you wanted me to be quippy." 
"Two."

Otto grabs more wires and pulls. He doesn't expect it to matter. He doesn't expect anything to change. He is doing it so that Arachnid can hold onto some sort of hope in his last moments. Otto has no idea how big the blast will be, no idea if any of them will survive it, but if they don't Otto would like to know that he at least eased the transition from death to whatever comes next. It's for the best that Spider-Man never showed up. He would've died with the rest of them. Otto just hopes that Spider-Man survives whatever Norman has up his sleeve and that Parker isn't the one to find their bodies.

"One."

Chapter Text

This is everything Peter wanted to protect Miles from. Peter did what he could to keep Miles safe. He convinced Miles maintain a secret identity, he spent hours a week patrolling so Miles wouldn't have to handle threats alone, he made Miles tech, he watched every night to make sure Miles got home safely. Peter has never taught anyone something this important in his life but he still tried to train Miles because that was what Miles needed him to do. Not only was Peter there to prepare Miles he was there when things went wrong, he was there when Miles called him panicking about getting stabbed for the first time. He talked Miles through what to do and not to do on the phone while he swung over to Miles's address. He was there to help Miles lie to his parents about where he is when he's patrolling. Peter was there because Miles has great power and with that also comes great responsibility and he was there because Peter had the power to help him. Peter had the power to help Miles in a way no one helped him when he first donned the mask.

Peter was alone as Spider-Man. He's been alone ever since the night Uncle Ben died. He was going to tell Ben. Ben and May, they were going to be the first people he told about his powers. He was so excited to show them his wrestling trophy. His trophy. Something he won. Remembering that night, Uncle Ben's last night, always makes Peter feel…feel something. If there are adjectives for that level of grief Peter doesn't know them. Ever since then he's been Spider-Man and he had no back up. No one he could call if things got bad. He googled what to do when he first got stabbed. He stitched himself up; couldn't risk passing out at the hospital and someone learning his secret identity. Being in danger and knowing there was absolutely no one he could call…that's not something Peter wanted for Miles. So he did what he needed to do. He sacrificed his own school work and sleep to protect him. But it wasn't enough.

"Parker!"

It wasn't enough. The remains of a Spider Slayer are scattered across the auditorium. Kid Arachnid-Miles-was here. Was fighting him. That's what Gwen said when she grabbed his arm and pulled Peter out of the building. He should've fought harder to get to Miles. He should've shoved her away and ran towards the fight and dealt with her questions later. He should've…he should've been there. But instead he ran with her outside, wasting valuable time getting lost in the crowd and circling his way back to Otto's lab to grab his suit. He took off running towards the fight once he heard the explosion. To late. Peter is always to late.

"Mister Parker!"

Otto is probably dead to. Spider-Man failed both of his students. Both of the people he was supposed to mentor. Both of the people he was supposed to help. Otto was older than him, yes, but it was still Peter's job to help him. Peter still failed. He can't even blame it on Norman because Peter is the one who prioritized his secret identity over his friends lives. What kind of person does that? What kind of person risks lives to protect their own? He could've run to them. Peter could've just run. Now it's to late. Now they're both dead and Peter will have to tell Miles's parents. Does Otto have any family? Does anyone know? What will they do with the body if he doesn't? Is…is there even going to be a body to bury?

"Pete!"

Peter's spider sense tips him off seconds before the hand makes contact with his shoulder. He darts out of the way, fists up in a defensive position, tilting so he's facing whoever snuck up on him.

"It's just me dude." Peter's hands fall to his sides. "…are you okay?"
"Mister Parker we need to leave in case the roof falls in."
"It'll probably be fine," Kid Arachnid-Miles, Miles, Miles-says. "I mean, if it was going to break it probably would've already, right?"

Part of the roof over the stage collapses with a loud crash.

"Alright yeah Octopus Breath is right we should go."
"Octopus Breath? I just saved your life!"
"It's a nickname!"
"An insulting one."
"That's what being friends is about, giving each other insulting nicknames."
"Is that why Spider-Man calls you Kid?"
"Yep."
"Interesting."

"You're alive!"

Peter hugs both of them, one with each arm, holding on tight. He can hear them breathing, he can feel the rubble and debris on their suits, he can smell their general dustiness, and they are alive.

"I thought the Slayer-I thought you were gone."
"We are fine Mister Parker," Otto says, very awkwardly trying to pull away. "Now unhand me." Peter doesn't move.
"I'm so glad you're both okay."
"Another part of friendship," Miles informs Otto. "When your friend thinks you're dead you have to deal with an obligatory twenty second long hug."
"That feels excessive."

Kid Arachnid shrugs. Peter pulls away, putting both hands on Miles's shoulders.

"Are you okay? What happened? Do we need to go to the hospital cause I can hot wire a car-"
"Dude, dude, we're fine!"
"We both have several broken bones Arachnid."
"Mil-Kid!" Peter says, barely correcting himself before Kid's actual name slips out. "That is not fine!"
"You were crying over our bodies a minute ago I figured you could use a break before we went through the injuries list."

"What," Peter repeats, refusing to let go of Miles's shoulders, "happened?"
"The Spider Slayer attacked," Otto informs him almost casually, "and tried to detonate itself. We were unable to run because it had trapped Arachnid in it's grip."
"Otto refused to run away and saved my life," Miles admits. "He kept pulling out wires and junk until the literal last second."
"Whatever I did ruined the control in the arms," Otto informs Peter, "so he was able to run. We attempted to leave the auditorium before the Slayer exploded but were unsuccessful. We were far enough away that our wounds are not fatal."

"So you'll both be okay?"
"Precisely."
"Thank you. Thank you for making sure he-" Peter looks away and scrubs at his eyes harshly. "Thanks for making sure Kid Arachnid got out."

"We are a team. It is what we do. All of us go or none of us go."
"Spider-Man said that about visiting Norman, not about dying," Peter says, trying to keep his tone light hearted.
"I figured it still applied. Now, we should go to the nurses station. I happen to be a doctor of the medical sort and can fix whatever injuries Kid Arachnid sustained."
"Where," Miles asks, "do you find the time?"
"Obtaining doctorates is a hobby of mine."

Peter walks with them to the nurses station, keeping both of them within arms reach at all times. He's silent as they talk, just watching. Watching them breathe, watching them speak, watching them walk. All things he thought were gone forever.

This thing with Norman, this feud, was one thing when it just impacted Peter and Miles sometimes got caught in the crossfire. Peter used to be Norman's main focus. He assumed he still was. Clearly Norman has expanded his horizons and it was pure luck that saved Miles and Otto. Peter can't bank on luck. This is never going to happen again. The minute he agreed to mentor Miles and Otto they became his responsibility and he will not let them down.

Norman is, to put it simply, annoyed. He had a great plan. A fantastic plan. A wonderful plan. He studied Spider-Man and Kid Arachnid's patterns and figured out that there was an 87% chance of Kid Arachnid showing up and a 14% chance of Spider-Man appearing up if Norman attacked Horizon High at 5 pm. He knew for a fact that Otto was there and that Otto would rush to defend the school no matter his opinion of Kid Arachnid. Norman was in full control of when the Slayer's bomb would go off no matter what the timer said. He was going to trap Kid Arachnid, blow him up while Otto ran away to save himself, and then Norman would leak the footage to Spider-Man who wouldn't be to happy to learn that Otto could've saved his precious mentee or little brother or whatever the second spider solider is to him. Then Otto would break his ridiculous alliance with the spiders leaving him exposed and vulnerable and wanting revenge. Something Norman would be all to happy to provide. His plan had been perfect.

Except Otto had refused to leave the spider soldier. It was infuriating. All those hours of work, the millions spent on the armors tech, and it was all for nothing. Norman had been forced to release Kid Arachnid and slow the bomb so that he wouldn't kill Otto. If anything their alliance will grow and flourish since clearly Otto is willing to risk his own life for the spiders.

Norman rubs his left temple. He really thought Otto was smarter than that.

No matter. That plan didn't work but there is still the Lizard. If that also falls through Norman will think of something. He always does. He'll get the designs for Otto's arms, he'll get Otto's genius on his side of the playing field, and he will destroy the spiders before they unleash Jackal's spider army on the world. It's just a matter of time.

A month ago no one had ever visited Otto in the hospital. Now he has a…Peter.

"I'm just saying, we should at least try to get x-rays."
"I have four metal arms embedded in my spine Parker."
"Okay, yeah, but the metal will distort the x-ray a bit but the other parts will still be usable and we can be sure you didn't break any ribs."
"They are bruised and shall heal fine on their own."
"We don't know that! What if they poke into another organ and you bleed out from the inside? What if they tear a hole in your lung and it collapses?"

Next time Otto is taking his phone so he can't google 'side effects of broken ribs' or whatever it is the boy researched. Otto pinches the bridge of his nose.

"Parker," Otto repeats sternly, "I am going to be fine. I've had worse injuries. Like the incident two weeks ago where four metal arms fused themselves to my spine."

Peter stops pacing and looks at Otto. He is quite analytical for a teenager as young as fifteen. Otto can see him mentally taking stock of the doctors notes by the hospital bed, the bandages stiffly pressing against Otto's chest just barely peaking out from underneath his shirt, and the stitched cuts along Otto's forehead. Peter exhales quietly and pulls at the sleeves of his hoodie. For a moment it seems like Parker is going to listen to reason.

"So you agree, it's your second explosion in two weeks so you should really do additional testing."

And then the boy ruins it.

"Need I remind you," Otto says sternly, "that I am a grown man."
"By one year!"
"I have been emancipated since I was fourteen. I am more than capable of making my own medical decisions."
"Still!"
"Have you signed the discharge papers Mr. Octavius?"
"Doctor Octavius. And yes, yes I have."

Peter steps between Otto and the nurse.

"He's been in two separate explosions in a couple of weeks, shouldn't you do extra testing or something? To make sure there's no long lasting impacts?" The nurse smiles a bit.
"The only medical advice I have is to avoid going towards explosions."
"Sound advice indeed," Otto agrees, standing up. Peter gives Otto a look. Otto gives him a look right back. "Need I remind you that I am still your teacher Mister Parker."
"What are you going to do, fail my mid term?"
"Possibly."

Peter and Otto have a short staring contest before Peter decides not to call Octavius's bluff. He steps out of the way, Otto hands the nurse the papers, and they exit the room. Peter continues hovering the entire walk out of the emergency room. They get outside before he starts talking again.

"I really think-"
"I am a doctor. I know what symptoms to look for and if there are any ill effects I shall return to the hospital."

Peter still looks frustrated. The only reason Otto came to the emergency room at all was because Peter insisted upon it. It was not worth the risk with Kid Arachnid in case it jeopardized his secret identity but Otto had no such luck. The metal arms are rather distinctive as a hero or civilian.

"I will be fine Parker."
"You almost weren't."
"Well yes that was the goal of Norman's assassination attempt." Peter flinches at the words. "I assume you updated Spider-Man?"
"Yeah. He says he's sorry he didn't get there in time to help."
"It is hardly his fault he can't be everywhere at once. I am going back to Horizon High. You should return home."
"What? No, what if-"
"I highly doubt that Norman will attack again today."

"It would absolutely make sense for him to attack again. The first bot didn't finish you two off and now you're both injured. It's the perfect time to strike."
"Need I remind you that he wants me alive?"
"It didn't seem that way when he tried to blow you up."
"I'm sure he thought that I would abandon Kid Arachnid which would lead to the group fracturing."
"That sounds like something Norman would do," Peter admits.

"He will need to come up with a new plan."
"Since you aren't ditching us."
"It wouldn't be very heroic of me to leave a child to die," Otto says flatly.
"That wasn't what I meant."
"Well, what did you mean?"

Kid Arachnid had expressed surprise over Otto staying. Otto was partly surprised at himself. It was illogical. The chances of them were surviving were slim to none. Arachnid even asked him to leave.

"Norman's good at manipulating people. I mean, have you seen how he got Harry to hate Spider-Man?"

Otto is rarely around Harry Osborn but he was a passable student when he went to Horizon.

"Not to mention whatever he got Connors to do and just-" Peter sighs and rubs the back of his neck. "I was worried he'd get in your head. Make you think you were better than me, and Kid Arachnid, and Spider-Man, and Horizon. That he'd get you to think we were the bad guys and leave."
"I am better than all of you."

Peter looks annoyed.

"It is simply fact Parker. I am smarter than all of you combined."
"Spider-Man is better at being a super hero."
"True but I shall soon surpass him. My place on this team has little to do with who is better than the other."
"Then what is it about?"
"We are more efficient as a team."

A team of friends. That is what Kid Arachnid had been calling him. A friend. That is who Peter introduced himself as to the nurse at the emergency room. Otto had been concerned that the word colleagues was to intimate but the others clearly have no such restrictions.

"I refuse to let Norman Osborn hurt innocent people. That includes spider people." Before Peter can answer his phone rings. He winces and accepts the call.
"Hey Aunt May."

Otto was unaware that Peter had an aunt. Otto rarely thinks about his students lives outside of his classroom.

"No, no, I'm okay promise. I wasn't anywhere near the explosion, I never even saw the gym where it happened." Otto can hear murmuring from his phone but no specific words. "It happened in an auditorium? Well now I know where to avoid tomorrow," Peter informs her lightly.

Parker is better at lying than Otto expected though he's unsure why the boy is bothering to lie about this. Peter was never in any danger.

"I have to make sure my friend gets home. He got hurt in the explosion but I think he's okay now. I'm walking him home from the ER." There it is again. The title of friend. "Okay, I got it. See you soon." Peter hangs up and shoves his phone back in his hoodie pocket. "Sorry."
"I," Otto informs him, "can escort myself home."
"Yeah probably."

Otto sighs.

"Are you going to drop this?"
"No. Just ask Miles, I do this to him all the time."
"Mister Parker I am a superhero and your teacher. You are a teenager who has a lab due tomorrow." Peter winces. He clearly forgot about the assignment. "Give me your phone."

Peter hands it over without any questions. Otto will work on his basic safety skills later. He puts his number into the contacts, already regretting his decision, and gives it back to the boy.

"I will call you when I arrive home. You will call me if Norman figures out your connection to Spider-Man and attempts to kill you. Are we in agreement?"
"How do I know it's really your number?"
"I have no reason to lie to children."
"You're barely older than me."
"Four years is a considerable amount when it is nearly a fourth of your life. Not to mention my superior intellect."

Peter ignores him. Otto's phone buzzes in his pocket. Peter looks appeased. Otto rolls his eyes as he starts walking again.

"Farewell Parker."
"Are you sure-"
"I can walk myself home. I suggest you do the same."
"You won't go back to Horizon?"

The concern in his voice makes Otto look over his shoulder. He regrets it almost immediately. Parker looks like he did in the auditorium.

Otto does not think he will ever forget the face the boy made. The way he ran into the room and yelled their names. The way he cried and stood at the center of the blast. Otto could almost see the physical weight of the guilt and self-loathing the boy buried himself in. Otto understands more and more Spider-Man's position. If Parker was left to his own devices Otto would bet money he would try to protect the world on his own. There is a deep care and compassion settled into the boys bones that seems impossible to smother or dampen. A fire that is consuming him from the inside out. Spider-Man…he must be trying to help. Otto is sure he's trying to help. Parker and Spider-Man are similar in a lot of ways. Their desperation for a better world and their willingness to fight for it comes to mind. Spider-Man letting Parker stay involved is not intentionally careless. But Otto still dislikes it.

Spider-Man is busy protecting New York, mentoring Kid Arachnid, helping Otto, college, and presumably working a job and surviving as any standard adult would. Peter Parker is falling through the cracks. Cracks Otto does not think the boy can survive in. Otto can provide guidance. He will provide guidance. He will be a better mentor than Spider-Man and he will ensure that the fight with Norman-the fight to protect New York City-doesn't tear the boy apart.

"I am not going to Horizon. I will return home. We shall convene tomorrow and discuss upgrading the spiders technology and plan ways to combat Norman." Peter pulls at the sleeves of his hoodie again and nods.
"Hey Otto?"
"Yes Mister Parker?" Otto asks.
"I'm glad you're okay."

A month ago no one had ever visited Otto in the hospital. Now he has a…Peter.

"And I shall stay that way." After all, if Otto dies who is going to keep the rest of his team from tearing themselves apart? "Good night Mister Parker."
"Night Professor Otto."

Peter would really really really like to call Miles or Otto. Actually, what he wants to do is go stalk them. He knows where Miles lives, checking on him would be incredibly easy. Finding Otto is another matter. Peter didn't even have his phone number until a few hours ago. Maybe he could break into Horizon High and look through the paperwork. Otto must've put his address down somewhere. Peter always has access to Max's office it'd barely be breaking in. Then he could stick around-ha spider joke-and make sure Norman doesn't kill them. It would be simple. Easy. Hardly even a hassle. But here he is doing homework.

Peter tries to focus on the video. This teacher has been out of school cause he got sick and he's been sending video lectures. This should be easy. Simple. Peter needs to copy down the info and say what'll happen in each scenario with the materials. It's basic stuff. But he can't focus. How can he justify focusing on school work when Norman is plotting how to murder them? He already almost got Otto and Miles killed because he prioritized his secret identity over his job as Spider-Man. He got a massive explosion of a reminder about where his priorities need to lie and here he is, sitting at home in his pajamas, doing school. It's disgusting. The justification is disgusting. If Otto or Miles dies tonight it's Peter's fault. If Norman kills anyone tonight it's Peter's fault for prioritizing himself over everyone else.

This is exactly how Uncle Ben died.

Peter sets his pencil down and grabs his phone. He paces while he tries to decide who to call. He can't call Miles he's trying to rest after being exploded because of Peter's failures. He can't call Otto since he'll be doing the same thing. He wants to call Harry. Peter desperately wants to call Harry. Maybe that'd be okay? Maybe he could justify it? He could ask Harry about the homework or something. He won't have to, have to bring up everything else. He won't have to bring up Spider-Man or his responsibilities as Spider-Man or how close he came to losing Miles and Otto or how he keeps failing no matter who dies or nearly dies. How Peter can never really learn about what Ben died to teach him.

Harry's dad is the one who keeps trying to kill him. Harry keeps defending Norman and saying Spider-Man is evil. Saying Peter is evil. Harry will know, Peter knows Harry will know, that something is off. Harry always knows when Peter is upset. He'll know because it's almost midnight and no one calls each other around midnight unless something big is happening. Peter can't call Harry. He still holds onto his phone tightly. Desperately, almost. Peter can't use the lifeline but that doesn't mean he wants to drop it. He nearly jumps out of his skin when the phone rings. He sticks to the ceiling and manages not to crush his phone in surprise. He answers immediately, not even looking at the caller id.

"Is everything okay?"
"Peter?" Gwen? Why is Gwen calling him? "What's wrong?"
"Nothing. Sorry, I'm fine. Are you okay?"
"I'm fine," she echoes, sounding confused. "I wanted to check that you didn't get hurt in the explosion."

Right.

"No worries. I wasn't even close."

If he had been he would've been helpful, Peter thinks bitterly.

"You disappeared on me Pete." Gwen had been the one to try and pull him to safety which would've been nice and all if he wasn't Spider-Man. "I was worried."
"Sorry. I got lost in the crowd. Thought I saw Anya and ran towards her."
"She's fine but...Peter, Miles was there," Gwen whispers. "You know, as Kid Arachnid."

Peter resists the urge to wince. He'd rather they not talk about this over phones. Who knows if Norman can tap them or something. Norman has no reason to but still it…Peter doesn't like the idea of discussing secret information on his old android. Sue him.

"He won't die but he got hurt."
"What happened?"
"The Slayer was targeting him. If Professor Otto hadn't been there-" Gwen cuts herself off. "Otto saved his life and patched him up afterwards. He isn't going to tell his parents anything but he called me. He's pretty shook up."

Peter should've stayed with him instead of going with Otto. Miles was casual after the explosion but he was clearly still in shock and Peter wasn't there to help. But how could he leave Otto? Peter resists the urge to sigh. He should figure out cloning. Then, maybe, he'd stop failing people.

Who is he kidding. There could be a dozen clones and he'd still find a way to ruin everything.

"Otto is a pretty good hero," Peter offers, keeping his voice light. 
"I always knew he would be."

Gwen did. She saw it ages before the rest of them.

"You sure you're alright?"
"I wish I had been there. So I could've helped."
"You made the right choice."
"I ran away."
"We ran away because we can't deal with giant robots. It's not like you're Spider-Man."

Peter slumps and lays down against the ceiling, staring at the floor.

"Yeah," he agrees quietly, "not like I'm Spider-Man."
"I'm going to head to bed. It's late. Night Peter."
"Night Gwen."

She hangs up. Does Peter even deserve to be Spider-Man? Does it matter what he deserves? This is it. There's no going around it there's no avoiding it there's no getting away from it. He has these powers and he has the mantle of Spider-Man and he better figure it out because he has to. No one can do it for him. He'll earn the mantle of Spider-Man and prove that he can be the type of man Uncle Ben wanted him to be or die trying. He shuts his computer and puts on his suit. No one else is going to die tonight. Peter will make sure of it.

Chapter Text

"Good morning Maxie old boy! Have you, by chance, gotten any reports of me creating something danger as of late?"

Max looks up, startled. He was about to go find Otto and here he is, chipper and casual like he isn't once again risking school property and student lives.

"I have," Max admits seriously, "and we need to have a discus-"
"Oh no it's fine," Otto says, waving one hand through the air. He strides over to Max's desk and leans against it, fiddling with one of his stacks of paper. Max slides it away.
"It is not fine. The Spider Slayer was here to attack you and steal your research."
"I'm curious, who did you hear that from?"

Otto sounds like they're discussing ice cream flavors and not his future at this school.

"I went through our security footage. The Slayer kept asking people where you were and it went through your projects in the Graveyard." One of the other teachers had informed Max that she heard the Slayer mention Otto's name and clearly she had been right.
"Whoever told you to look at the footage should be fired since they're a spy for Norman Osborn."
"Otto, you can't blame your actions on Norman Osborn!"

Otto, once again, waves him away with a metal arm. It's frankly infuriating.

"Did you get concussed yesterday? Because this level of disrespect isn't like you and it is unacceptable."
"Would you like the short or long version?"
"Short," Max says flatly.
"Norman Osborn has decided that murdering Spider-Man and Kid Arachnid is a rational course of action and he wants me to assist him. Naturally he's decided to try and make the spiders resent me and get me fired from Horizon High so I will work for him at Osborn Academy by framing me for things I have not done and trying to put me in situations where I would seem villainous."

"I want the long version."

"No, no, you were right, time is of the essence. I'm sure whatever evidence has been brought to your attention was staged but certainly seems credible and will be hard to disprove so I shall save us both the trouble. I quit."
"What?"
"I quit!" Otto repeats with a bright smile. "I will no longer be employed at Horizon High. It isn't personal of course. I have simply evaluated the variables and decided that it's easiest for everyone involved if I go work for Norman. He isn't the type of man to give up easily and it wouldn't be particularly heroic of me to stay here when he's fine risking student lives to ruin my good name."
"What is Norman-what are you talking about?"

Otto puts a metal arm on Max's shoulder, patting it for a few seconds before retreating again.

"I have truly appreciated my time here at Horizon High and hope to one day return as faculty after I have destroyed Norman Osborn's empire from the inside out," Otto says genuinely. "I will have my lab cleared within the hour and then shall be, as the saying goes, out of your hair. I'll be sure to grade all current assignments and leave a detailed lesson plan for whoever is taking my place. I really do apologize for leaving you in the middle of the school year but I assume you'd prefer that to further attacks from Norman."

Is this some long winded way of getting Max to exasperated to fire him? Because it's working. It's definitely working.

"Oh if you see me walking around in a huff and yelling obscenities about Horizon High ignore it. It's for the benefit of Norman's spy. That man's ego will let him believe any performance if it's in his interest. I won't enjoy working for someone that self obsessed but sacrifices are part of being a hero."

Otto begins walking out of his office.

"I hope to see you soon! If I seem resentful, please ignore it. I have truly enjoyed my time here as a teacher and thank you for the opportunity."

He opens the doors and steps out.

"HOW DARE YOU INSULT MY INTELLIGENCE AND MY INTEGRITY! I WILL NEVER FORGIVE YOU MAX MODELL AND YOU WILL RUE THE DAY YOU CROSSED THE GREAT OTTO OCTAVIUS! RUE I SAY!"

He turns around and gives Max a big thumbs up before disappearing down the hall yelling some more insults and threats.

Max really regrets employing a teenager.

"Let me get this straight," Kid Arachnid says, sounding exasperated. Otto can't imagine why. "Not only did you get yourself fired from Horizon High but you're going to work for Norman Osborn to try and spy on him and you think this is a good plan even though he tried to kill us less than twelve hours ago."
"I have weighed all the variables," Otto informs him. "Put this in that box would you?"

Kid Arachnid puts the microscope in the box.

"Norman will not rest until I work for him or I'm dead. He is to smart to risk my genius being used against him. So, naturally, I shall go pretend to work for him when ensuring that all of his anti-spidermen plans fail."

It's a solid plan if Otto says so himself.

"This feels convoluted," Arachnid informs him.
"Norman sent a Slayer to kill you in the hopes I would abandon you so Spider-Man would resent me and I'd go to Norman wanting revenge. We shall fight convoluted with convoluted."
"Spider-Man, want to chime in?" Arachnid asks.

"Oh it is clearly to late for us to change his mind."
"So you're fine with this?"
"Of course not!" Spider-Man snaps, throwing his arms up. "This is a terrible plan! If Norman figures out what you're doing he's going to kill you and you'll be in his literal house! You know how hard it is to hide a body in your house? Because it isn't that hard! The man has acid on hand at all times. Acid."
"I can outsmart him," Otto says easily.

He is unsure why they're so against his plan. It's logically sound.

"He'll never catch on."
"He'll absolutely catch on," Arachnid counters. "Won't it be suspicious if you're patrolling with us while working for him?"
"I have already considered that."
"Then enlighten us Octavius what's your plan?" Spider-Man asks sounding genuinely frustrated. "How are you going to stay on our side while convincing him you're fine killing us?"

"We shall continue with Norman's current narrative, that he is apologetic and the three of you can be friendly. He will likely continue with the kidnapping or assassination attempts but he'll be subtle about it especially if I give him information about the two of you; nothing important. Just casual things that'll let him believe he has control of the situation. I'll use that time to gather information to blackmail him with, or better yet legally use against him, and I'll make sure we have a heads up before any assassination attempts."

"What if he gets fed up waiting for you to hate us?"
"Then we can fake an argument where I shall pretend to swear vengeance against you both and he will bring me into his real evil plan which we will then work together to stop."
"What are you going to do if he catches you?"

"I have created a panic button within my arms so I can immediately notify the two of you as well as Parker. The button will automatically open a live video from the camera in my arm. One of you shall need to put in the command but once that's done we can broadcast the video across screens all over New York. If nothing else my death will be incredibly televised and Norman will face consequences for his actions. It is unlikely we shall come to that point."

"This is a terrible plan!" Kid Arachnid repeats.
"Would you rather I stay here?" Otto asks calmly.
"Yes!" He sighs. "I never thought I'd be asking you to stay at this school."

Strange thing to say but no matter.

"If I stay then Norman will continue with his attempts to break us apart while trying to remove me from Horizon High. I can not and will not risk the lives of students teachers and myself when I could be working for him and gathering information."

Otto also likes the idea of Norman's paycheck going to fund his demise. He enjoys poetic justice, sue him.

"I've already fired myself from Horizon and called Norman asking to schedule a meeting. The plan is in motion."
"We're a team," Spider-Man says. He somehow manages to look disappointed through the mask. "You went behind our backs Otto."
"I assumed-"
"Yeah. You assumed. You don't get to decide how we're going to react to things. You didn't tell us about Norman offering you a job. You didn't tell us about this until it was too late to stop it. You can't keep doing this. We are a team. How can we be a team when you're always handling things on your own?"

"I was simply trying to-"
"I know what you're trying to do! You're trying to help and you're trying to keep us alive and you're trying to stop Norman and you're trying to be the better hero but you have to listen to us. You may be smarter than us, in fact you're definitely smarter than us, but that doesn't mean you're right all the time! You can't risk yourself without at least talking to us about it!"

Otto…well Otto assumed they would be glad about the idea. The prospect would make their lives easier. He forgot to factor their emotional states into things. It is rather frustrating that they can not see how little danger he will be in. Norman can not out-smart Otto Octavius. But still Otto supposes he can see where their concerns come from.

"I…apologize. For not discussing it with you." He somewhat means it. He would follow through with his plan no matter what they said but he still should've given them the chance to speak. Such is the price of teamwork apparently. Kid Arachnid's mouth is open, at least that's what Otto assumes from how his mask is angled.

"You know the word apologize?" he asks, sounding shocked. Otto rolls his eyes.
"I have-"
"Several doctorates, we know," Spider-Man finishes for him.

He looks at Otto, really looks at him, which makes Otto vaguely uncomfortable.

"You have to be careful."
"I shall be."
"You have to leave if there's trouble."
"Of course." As long as it will not cause deaths or injuries to others than Otto will leave if Norman catches onto his ruse.
"You have to check in regularly. Like a lot. Like a lot a lot."

Otto resists the urge to sigh.

"You and Parker are both clingy," Otto informs him dryly, "but yes I can check in. For your sake only. I do not need my hand held."
"It's not about holding hands, it's about no one dying," Arachnid reminds him. "And also about stealing Norman's office supplies."
"That is a time honored tradition," Spider-Man admits. "He is going to pay you right? This isn't some unpaid internship thing?"
"I will be paid," Otto says flatly, "and I can steal things worth more money than printer ink."
"Printer ink is expensive," Spider-Man reminds him.

There's a knock at the door. Spider-Man and Kid Arachnid both look towards the window immediately.

"Oh stay, whoever it is will already be aware of our partnership. Come in!"

Those two always act like they're on the country's most wanted list. Then again they do have a billionaire trying to murder them. Some paranoia is warranted. Gwen Stacy opens the door to his lab.

"Professor Otto? Is now a good time?"
"I am no longer your Professor. Doctor Octavius is fine."
"How is that any better?" Arachnid asks.
"I never said it was better," Otto informs him. "It is just different."
"Doctor Octavius you're really leaving Horizon?"
"Yes, yes I am."
"Is it because of the Spider Slayer attacks? Are you worried about people targeting the school because you're a hero now?"

Otto walks over to the doorway and yells out into the hall.

"IT IS BECAUSE MODELL IS A LYING CHEAT WHO DOESN'T KNOW GREATNESS WHEN IT LOOKS HIM IN THE EYE. HE WILL RUE THE DAY HE FIRED ME AND I WILL DRAG HIS ACADEMIC NAME THROUGH THE DIRT."

Otto politely shuts the door. Gwen looks suspicious rather than confused. She was always a bright student. It is unsurprising to Otto that she figured out his actual motivations. Before Otto can decide how much to tell her Kid Arachnid jumps in.

"A bad guy keeps trying to murder us so Otto is quitting to spy on them and warn us about any assassination attempts."
"Dude!" Spider-Man snaps. He gestures at Gwen. "She's a civilian! We don't tell civilians stuff!"
"It's Gwen!" Arachnid counters. "She already knows about the murder attempts and she knows my secret identity." Arachnid snorts. "She knows way worse stuff than the assassination attempts."
"DUDE!"

Gwen knows his identity? Even Otto doesn't know that. Otto narrows his eyes at Kid Arachnid who starts whistling. If Otto wanted to figure out their secret identities it would probably take a total of five minutes. He could hack into security cameras and track them after a fight until they change back to civilian clothes. He hasn't because of trust and teamwork and whatnot but it is still annoying to know Gwen outranks him.

"I've known him for years," Gwen informs Otto, "and it happened before Spider-Man convinced him secret identities are a good idea."
"You get your street blown up and suddenly a secret identity is appealing," Arachnid admits.
"You shouldn't have to leave," Gwen tells Otto. "You're the best teacher Horizon High has, it isn't fair that you have to quit to protect us. Can't we go to someone? Like the police?"
"Gwen you shouldn't be involved," Spider-Man says seriously. "You aren't on his hit list and-"
"So it's a man?"

Spider-Man and Kid Arachnid share a look.

"Gwen," Spider-Man says cautiously, like he's trying to stop a dog from biting off a small toddlers hand, "you probably shouldn't-"
"Clearly going to the police won't work so it has to be someone with power. It can't be the Vulture since he's already been arrested before he got bailed out by Norman Osborn, it can't be the Jackal since he's still in jail, it can't be the sand creature since he's been missing for weeks."

Otto sees Spider-Man flinch. Perhaps he should take up Parker's offer and look at the mask's footage of that particular fight.

"It can't be Rhino since he's a student again. Is it Kraven?"
"Sort of?" Kid Arachnid admits. Spider-Man kicks him.
"Don't help her!"
"Gwen Stacy," Otto says seriously, "it would be best to drop this subject."
"Absolutely not. If it means Kid Arachnid is in danger and it means I lose you as a teacher I want to help stop it. Him."

Gwen taps her finger to her chin.

"Kid you said that Kraven was hired to kidnap you and Spider-Man. Whoever did that must have a lot of money, be very anti-spidermen, and have little to no moral compass."
"Why are we friends with her again?" Spider-Man asks. He sounds deeply exasperated.
"Because she said we are and no one argues with Gwen Stacy," Arachnid answers.

Otto is not her friend, he is her teacher, but he is rather curious to see if she can figure it out on her own. After all, her uncle was the Jackal. Her track record with uncovering super villains is certainly interesting.

"Is it the Lizard? Or whoever the Lizard works for?"
"I'm not allowed to answer or I'll get kicked."
"Kid that is an answer," Spider-Man snaps. "Did you get concussed yesterday because normally you aren't this frustrating."
"Rude."
"It's Norman Osborn isn't it."

She doesn't sound like she's asking. Simply stating a sad fact. She's looking at Kid Arachnid.

"Harry's dad." Arachnid shrugs.

She rubs the back of her neck and sighs.

"I thought the Lizard was suspicious. I was working on a cure and asked Harry if he had any advice for who I could give it to. He said Curt Connors. Didn't take long to figure out the Lizard and Connors are the same person. Norman experimented on him and Connors wants revenge, doesn't he?"
"You should've asked her to make your tech rather than Parker. Clearly she's smarter than him."

And then Parker wouldn't be involved in this particular brand of heroism. He could've joined a volunteer group and cleaned up a beach.

"Peter makes Spider-Man's tech?"
"…was that not common knowledge?" Spider-Man groans and face palms. Kid Arachnid looks amused. "I assumed, since she knew Arachnid's identity, that-apologies."

Gwen narrows her eyes at Spider-Man.

"Why didn't he tell me?"
"I asked him not to. I didn't want the knowledge to get around so no one targeted him trying to get to me."
"Who else is on this Spider Team?"
"Just the people in this room and Peter," Spider-Man assures.
"Oh and Anya," Arachnid offers. "Since she also knows my secret identity."

Anya? Really? Anya outranks Otto?

"Also before my house got blown up and I realized secret identities are a good idea. That's it."
"Has anyone told Harry what his dad is trying to do?" Gwen asks. "He should know."
"I can't make him choose between Spider-Man and his dad Gwen."

Spider-Man sounds exhausted. He generally sounds exhausted.

"The Slayers are Norman's. He hires people to use them to fight us."
"How many times has he tried to kill you?"
"I'm not keeping track."

Otto resists the urge to sigh. Perhaps it's for the best they decided not to go the suing route. That would've been a nightmare.

"Gwen, you can't tell Harry. You can't tell anyone."
"So we're just waiting for, for what, Norman to kill you?"
"No," Otto says firmly, "I am going to work for Norman at Osborn Academy to gather information and bring him and his company down."

Or get blackmail but Otto prefers the route of total destruction. Norman is attempting to murder a child and nearly got Otto killed. He doesn't appreciate it.

"I appreciate the concern Miss Stacy but we have things handled."
"I want to help. If Norman is going to attack our city and our school I want to help stop him."
"If we think of a way for you to get involved we'll tell you," Spider-Man says. "A way that won't involve you getting hurt." Gwen huffs.
"Fine."

She turns to Otto and opens her mouth before shutting it. She exhales quietly.

"I'll miss being your student."
"I regret that my involvement in your schooling has been cut short. I look forward to see where you take your scientific career."

He offers her a handshake with one of the metal arms and she takes it. As she leaves the room she looks over her shoulder at Spider-Man and Kid Arachnid.

"Be careful and remember that you have more allies than enemies. I'm always a phone call away, okay?"
"Got it Gwen," Kid Arachnid says fondly. Spider-Man just nods. She leaves the room. "Well today's been interesting."
"That's one word for it," Spider-Man says flatly. "Kid make sure she doesn't get involved. Lie to her, give her dead ends to explore, whatever. Just make sure she doesn't go after Norman."
"Will do Spidey."
"Otto keep us updated, whether you think it'll cause an argument or not. Understood?"

Otto resists the urge to roll his eyes.

"I can manage that. Do either one of you know where Parker is? I need to speak with him before I leave."
"Yeah Spider-Man do you know where Peter is?" Spider-Man glares at Arachnid.
"I'll go find him."
"I'll help you go find him."

They both leave through the window. Not sure why they think Peter will be on the roof but they know the boy better. Perhaps he frequents the rooftop gardens. It takes a minute or so before the boy appears coming in through the doorway. That was quick.

"Hello Mr. Parker. Have you been updated about our current course of action?"
"Yep. I hate it but there's no changing it now."
"Well I'm glad to see we won't be arguing about it."

Otto doesn't have that kind of time.

"Did you happen to get hit by a truck?"
"Very funny."
"It was part joke part question." The humor comes from the exaggeration since Peter has clearly not been hit by an actual truck but the question is still valid since he looks terrible.
"I was with Spider-Man over comms all night. He was patrolling to make sure no one else got hurt since Norman is on a streak."

Of course he was.

"You're quitting Horizon."
"Yes we have already clarified that."
"You have to be careful at Os Academy."
"That has also been discussed."
"Then what did you want to talk to me about?"
"I would still like to work on the spiders tech with you but it is unlikely that I will be welcome back at Horizon High. Are you willing to join me at my personal lab?"

"…you called me in here to ask if I'd go make tech with you?"
"Yes."
"You don't exactly need my help Professor Otto."
"I am no longer your professor and it has come to my attention that I should still be open to others input even if they are not as intelligent as I am."
"Sure, I guess I can go if you want me to." Peter smiles a bit. "Since when do you have a personal lab?" Otto's personal lab is his apartment but it's better outfitted than most real laboratories.
"I appreciate it Parker. Now, would you mind helping me carry boxes outside?"
"Which do you want me to carry?"

Otto gestures with a mechanical arm to one box.

"I can do more than that."

Otto doubts it. He looks terrible and he's already mostly skin and bones.

"That is the only box of things I need. The rest are to be thrown around for dramatic effect."
"You're really into this whole fake outrage thing."
"What can I say, I enjoy acting."
"I never pictured you as someone who enjoyed acting," Peter admits, picking up the box.
"Well it is a useful life skill."

Otto is already a skilled liar. This is just lying with flair.

"Make sure you stand behind me so you aren't struck with any debris."
"How many property damage are you going to do?"
"Give me some credit Parker. I shall only be destroying my own things."
"Are you sure Max is fine with this?"
"Oh yes I've already explained it all to him."

Peter looks like he somehow doubts that.

Chapter Text

Gwen Stacy has grown up in a world dominated by superheroes, gods, and people with the power to destroy countries at a flick of their wrist. She learned that while she sat in her room, a doll held lifelessly in one chubby hand, and waited for the screaming to be over. Her parents were arguing because Gwen's dad is a cop and cops deal with enhanced individuals and Gwen's mom didn't like the way he talked about them. She said he couldn't afford to let his own fear get in the way of treating them like people. Her dad said he'd do whatever he needed to so the city would stay safe and her mother had yelled that they were part of the city. A soft introduction to the world of power Gwen could never be a part of. Most people learned when they got killed or their loved ones got killed. She got to go right back to watching Team UmiZoomi while eating mac and cheese.

Gwen knows that aliens exist and want to take over their planet because of her father. Gwen knows that aliens helped save their home from her mother. Gwen knows that so called heroes cost the city billions in property damage because of her father. Gwen knows that saving lives is worth whatever money it costs from her mother. Gwen knows that some believe there is only one true god because of her father. Gwen knows that there are many gods that have come to Earth and that mythology is complex from her mother. Gwen knows that the Avengers have to much free reign because of her father. Gwen knows that that free reign has saved endless lives from her mother.

When she looks in a mirror she sees their features smushed together. The curve of her eyebrows screams I don't want anyone to get hurt from mutants while the slope of her eyelids yells They're not guilty for existing. When her hands reach for something she hears They're monsters Helen and when her wrists twist they counter with You can't be a monster for something you're born with. Her blonde hair snaps You care about things who would kill you in the blink of an eye and her tightly woven bun cries I care about people not being hurt for things they didn't do. Gwen is a violent trainwreck of emotions and love and hatred. Not a person. She can't remember when she last felt like a person.

Gwen always wondered why her mother stayed. They were happy sometimes but there was always the undercurrent of exhaustion and anger. You can't live with someone whose morals are fundamentally different from yours. Yet her mother and father tried. Gwen wished she gathered the courage to ask before her mother died. It was her father's ultimate victory. She died in a super villain attack. Gwen doesn't think that made her father feel any better.

A week after the funeral her dad had been getting ready for work and muttered about how he hoped he'd see another mutant so he could kill them. Avenge her mother. Avenge his wife. Gwen had balled her fists at her side and bit down on her tongue. Her restraint lasted a grand total of three seconds before she took up her mother's place, standing in the kitchen and screaming at her father for being such a bigoted ass. He had stared at her while the words flew from her lips. Her mothers' words, yes, but her own to. Her own because she didn't have much personal experience with enhanced individuals, but they were people. They were people. Gwen couldn't let her father walk out their kitchen, gun in hand, to go kill aliens or mutants or whatever he wanted to call the people just trying to exist. Being a cop didn't make him judge, jury, and executioner and you can't play god when you have a gun. 

For a fleeting moment Gwen had seen her father stop. He had gotten used to her mother, her words flew off his back like bullets ricocheting off tempered glass, but she had never screamed at him. He had never faced Gwen's fury. He had never seen his daughter call him a disgusting pig. Those were her words not her mothers. Helen tried to appeal to her husband's humanity. Gwen had lost patience for that. For a moment it seemed like her father might listen, might see that only something truly awful would make her lash out like that. It seemed like her father would see that Gwen wouldn't scream until her throat was hoarse and cry until she was out of tears if it wasn't important. Gwen had hope for a few seconds.

Then her father said the damn aliens were what killed her mother and she knew it was pointless. That was her fathers moment to choose kindness. That was her fathers moment to choose to be a decent person. That was her fathers moment to be what her mother had seen in him. Instead he practically spat on Gwen's face and grounded her. Grounded her. They were discussing lives and he thought grounding her mattered. She had flipped him off and walked out the house. She was ten years old. Her father didn't go after her. 

Now Gwen goes to a school where attacks from super powered people and robots are as standard as someone tripping in the halls. Her father has made more than one snide comment about that. Gwen was raised on terror in the form of lessons and horror fed to her on the spoon of preparation and she chose to spit it back in her fathers face. Gwen knows that the world is an unsafe dangerous place that is full of good people who try their best and she will be one of them. She has tried to be one of them. She's worked with Spider-Man, she's best friends with Kid Arachnid, she's the student of the Octopus, and she works among people who have the tech to be the generations newest heroes. She doesn't look at them and see threats, she looks at them and sees potential. She has tried to be kind (which sometimes involves throwing punches to protect people). That's the best she knows how to do and most of the time that's enough.

It wasn't enough to save her uncle. Gwen brought him groceries, ate dinner with him, did her science homework with him, listened to him talk about his students, and made up projects with him while he planned to turn her friends into rhinos. It's such an absurd sentence. Such a silly thing to be so concerned over, her uncle turning her friends into rhinos. It sounds like something out of a game of madlibs. Goofy. It sounds goofy. But it happened. It happened and she had to see it.

She saw as Aleksei's flesh stretched too far and to thin. She saw the horn sprout out of his forehead and through his hair. She saw him scream in pain sounding guttural and animal and still human because no animal can make a noise that lonely. Gwen saw the threat through her fathers eyes and the person through her mothers eyes and she choose to be kind. She tried to help him. It worked even if it meant a few bruised ribs and a ruined gymnasium. Aleksei lived and was cured. Far better than her father shooting him in the head.

Gwen knew it was her uncles work when she worked on the cure. He's the only person who can mix human and animal dna like that. She tried to get to him. She knows her father doesn't believe her but she tried. Gwen can still feel the air in her face and the way her face stung against the snow. She had been in a dress. Her favorite one, the bright pink thing that's still sitting on the floor in her room. It was her mothers. Most of Gwen's outfits include her mother or her favorite signature pink. She had throw open the gym doors and kicked her dress shoes off as she ran through the streets of New York.

She kept analyzing things her uncle had said, different horrible quotes that seemed fine in context but weren't oh they weren't ever fine, throbbing through her mind in time with her footsteps. Her hair had fallen out of it's bun as she ran and she lost her golden bracelet and an earring. Her lips had chapped and her fingers were numb from the cold wind. She had run through the streets of New York City that night guided by streetlights and smothered stars and dirty snow. Her feet were cut up and bleeding and she could barely breathe by the time she reached her uncle's house desperate to stop him from whatever it was he had planned next.

Gwen opened the door hoping desperately that kindness would work, that she wouldn't need to call the police, that her mothers strength could be her own. He had already transformed himself into the Jackal. He was waiting for her as he sat casually at the dining room table where he taught Gwen how to play cards, cut up Gwen's food when she was small, where they ate countless meals together.

His eyes were unnaturally wide and open while his pupils were dilated far too small. They looked nothing like the eyes that smiled at her kindly when he taught her how to dance or the eyes full of tears when he learned about her mothers death. His hands were larger than before with long thin fingers. They couldn't have been farther from the hands that taught Gwen to use a microscope or shoved her father out the house after he tried to get Gwen back when she went to hide with her uncle. His limbs, his skin, were a sickly green with random tufts of grimy fur. They didn't resemble the man who tucked her into bed and took her on school field trips and promised she wouldn't have to go back to her father if she didn't want to. He had smiled at her and his teeth were long yellow and crooked. She had started sobbing because even then she knew it was her uncle. Her uncle had soaked her safety in gasoline and lit it aflame while acting like he was making smores.

Gwen must've looked like a twisted mirror of him. His monstrous feet and her blood coated ones. His eyes wide with glee and hers massive with terror. His hands twitching ready to fight or converse, whichever route she chose. Her hands balled in fists at her side while she tried not to scream at him. His smile content and happy, happy in a way she had never seen him, while she wept. His torn up suit and her torn up pink dress. His mess of sparse remaining hair and her long waves hanging down over her shoulders matted and knotted from frozen sweat. He had offered her a cup of tea. She had screamed that she hated him for abandoning her. Jackal had asked if that was a no for the tea then.

Gwen has always known there was darkness in the world and she knew that the darkness isn't the fault of people who have done nothing wrong. It wasn't her uncles appearance that scared her. It was his joy over the pain he had caused. The way he had wanted to transform himself into something else that wasn't him. A costume she knew he donned to feel justified in his own awful actions. Gwen lost her mother to evil people who happened to not be human and she lost her uncle to the allure of destructive power. Now she may lose one of her best friends to a man identical to her father. A man who is human and petrified of people who are different and willing to kill them for it. A man playing judge jury and executioner because no one else will step in and stop him.

Gwen has gathered all of her school supplies. She has emptied her locker. She has written notes for her favorite teachers and pre-written texted goodbyes to other students she can't risk hurting. She has cleaned out her lab and put everything back how it used to be like she was never there to begin with. Gwen's backpack is heavy on her shoulders and her bright pink jacket is tied around her waist. She walks down the hall to say the only goodbye she'll bother doing in person. The only one that won't be appeased by a note or call or text. She inhales shakily and knocks on the door.

"Why are you knocking? I thought we agreed we could barrel into each other's labs whenever we wanted," Anya jokes.

Anya. Gwen's Anya. Her dark brown hair is flowing down her back and shoulders in careful waves while her bright brown eyes are full of light and racing with thoughts like they always are. Probably planning projects and working out how to get grants and focusing on the bright future that awaits. Anya's face solidifies, focuses on the here and now, and seems encased in worry.

"What happened Gwen?" Anya is Gwen's best friend. Anya is the only thing that's really safe in Gwen's world. And Gwen can't risk her.
"I'm leaving Horizon High."
"If you wanted to go get lunch early you could've just said so."

Gwen wishes she was kidding. Despite the super villain attacks and this being the site of her uncles betrayal she loves this place. She loves this school. She loves the people in it. But that's why she has to go.

"Can I come in?" Anya nods and steps to the side. Gwen walks into her lab for the last time and sits down on the ground with her back against Anya's desk. Anya sits right there with her. "Want the short or long version?"
"Short." Gwen inhales shakily, gripping the straps of her backpack tightly.
"Norman Osborn is trying to assassinate Miles and Spider-Man so I'm going to Os Academy to spy on him."
"Long," Anya corrects. "I want the long version."

So Gwen explains. She explains that Norman has tried to kill Miles and Spider-Man so many times they lost count. She tells Anya about the attempt last night and how Otto is aware it isn't going to end if they don't stop Norman and Gwen can't just, just let him go there alone. He has to have some sort of back up and Gwen can do that. She can be there for him and she can be there for Miles and for Spider-Man and she admits that isn't just about them. They would be enough, whatever Norman is doing to Miles would be enough, but if Norman is willing to do that who knows how far he's willing to go. Gwen can't sit by and watch passively from the sidelines while someone tries to kill other people for something they can't control. Gwen explains that she's leaving and she won't be coming back.

"Gwen…" Anya whispers gently. "Gwen, honey, this isn't your job."
"In a world smothered by indifference we have to be kind."

Gwen's mom said that. A lot, actually.

"I can help them. I have to help them."
"I really hate Norman Osborn," Anya mutters. Gwen smiles a bit.
"Me to."
"I can go with you."

Gwen shakes her head immediately.

"You can't stop me Gwen. You don't get to make that choice for me."
"You have a future here Anya. You're the smartest student here and you are going to make the world a better place before the rest of us finish high school."
"I can be smart anywhere."
"Not if you're distracted spying on people and trying to avoid being killed."
"You just said I'm the smartest student here. I could figure it out."

"Anya," Gwen whispers quietly, "it's Norman Osborn."
"I'm aware."
"He has the money to spend millions on robots to kill strangers. If he found out what we're doing he'd go after our families. You're an easier target than me and Miles."

Anya winces and leans back against the desk. Gwen can see her fitting pieces together at lightening speed. Gwen loves how Anya's brain works. Gwen doesn't have to dumb herself down or slow her pace for Anya. Anya challenges her in a way only her uncle could. This isn't a good challenge.

"He'd do it," Anya whispers, "wouldn't he?"

Anya's family isn't here legally. She was born here but her older sister, her parents, her aunts, her uncles, most of them don't have citizenship yet. If Norman wanted to go after their families to hurt them for trying to stop him it would be so easy to get the Corazon's kicked out of the country. To leave Anya entirely alone at the ripe old age of fifteen.

"He's willing to kill children," Gwen whispers back.
"I can't risk them," Anya admits.
"I know. I wouldn't ask you to."
"I want to. I want to go with you."

Gwen hugs her. Anya presses her face into Gwen's jacket and hugs her back.

"I'm so sorry."
"This isn't your fault. It's Norman's. Just Norman's."
"You have to be careful," Anya whispers. "You can't-you're not expendable Gwen."
"I know."
"He isn't your job. If you have to leave to keep yourself safe you have to go, okay?"
"Who else can protect him?" They're all the same age, essentially. Anya and Gwen beat Miles by a few months but they're all fifteen. And yet Miles feels so small in her mind. A kid, not a near adult. "His parents don't know. Me, you, and Peter are the only people in the world who know who he is."

Peter can't help. Peter is barely hanging on himself and learning that he makes Spider-Man's tech…well it certainly explains the flakiness. The exhaustion that seems to suffocate him at all times. She thought it was his grief from his own uncle dying, something he had only told her to help her understand that he gets what she's going through and he's ready to help if she wants it. It's both. Probably. Gwen cares about Spider-Man like she would anyone who protects Miles but she doesn't like that Spider-Man let Peter into that work. Not when Peter was already hurting so badly. Then again maybe Spider-Man couldn't stop him. Just like Anya can't stop Gwen.

Peter can't protect Miles. Anya can't risk it. Gwen guides her life on what the kindest decision is and in this case it is destroying Norman Osborn's life

"Will you tell me?" Anya asks, sounding almost like she's begging. "Will you tell me if it gets to be to much?"
"I will."
"You have to check in. A lot. I'll make something so you can do it subtly, something Osborn can't track."
"I'll use whatever you make."
"You can't fight people. Okay? You can't be the one to fight. You have to leave that to Miles and Spider-Man and Professor Otto."
"If I can avoid it I will."

Gwen knows that isn't her place. She's taken classes, knows how to defend herself, but defending others consistently is out of her pay grade. She can't do what Miles does.

"I'm sorry I have to leave you."
"We'll still be best friends," Anya promises, "whether we're in the same school or not."

Because that's working out so well for Peter and Harry. Anya cups Gwen's face in her hand, making Gwen really look at her, and Gwen knows there is no arguing with the look in her eyes. Anya is forged out of something that does not break or bend and if she decides something you best go along with it. Which can be annoying when she's wrong but in moments where Gwen knows it is exhausting to be her friend-like when she calls Anya at 2 am screaming about her father or when Gwen leaves their school to spy on a billionaire-Gwen couldn't be more grateful for it.

"We," Anya repeats, "will still be best friends."
"I know." And Gwen means it. "I have to go."
"Then we'll meet at my house after school."
"Your parents are going to get tired of me staying over."

Anya huffs.

"I told them about your asshole of a father and your uncle, they don't mind you spending the night from time to time."

It isn't time to time. Gwen practically lives there and she keeps sneaking Anya's parents money because she feels bad about taking their food. They refused it so Gwen has gotten good at hiding it in coffee mugs and plant pots and in little ziploc bags inside of cookie containers.

"You'll go home after school."

Gwen knows it's intentional, calling Anya's place her home. Gwen also knows she can't take Anya up on that offer.

"We should go to my uncles place. Won't risk anything that way, if Norman does eventually decide to destroy me and everyone I care about."
"Fine but I'm bringing food." Damn it.
"Deal."

It's the best Gwen is going to get. Anya stands up, taking Gwen with her, and hugs Gwen tightly.

"Be careful hun."
"I will." Gwen hugs her back. Anya is Gwen's lifeline and Gwen knows she has to let go but she wants to enjoy the last moments she has left. "Love you."
"I love you to." Anya pulls back, hands still on Gwen's shoulders. "You're my best friend Gwen Stacy and if that billionaire so much as touches a hair on your head I will barge into Avengers Tower myself and beat them all in debates until they agree to go destroy Norman out of exasperation."

Chapter Text

When Harry thinks about failures and regrets the first thing to come to mind is the Osborn name. Right after that-or maybe connected to that-is failures with his projects. The glider, the dispersal bombs, the flame sword, the ice gauntlet, the thousand and ten other projects he's made and never gotten to use. It was better at Midtown and Horizon because he could at least hide his failures or postpone them. If something exploded or malfunctioned he had time to fix it or cover it up before his dad found out. Now that he's at Osborn Academy there is no wiggle room. Harry's pretty sure his dad has cameras in his lab. He always seems to know the day something goes wrong. When Harry thinks about failures and regrets plenty of things come to mind but those things rarely include Peter Parker.

Peter is there for Harry. Not Osborn just Harry. He's never been put off by Harry's money or power or influence. They were just friends who met a park and stuck together ever since. Harry practically grew up at the Parker's house. He loves Aunt May and he loved Uncle Ben. Loved. Past tense. That past tense still stings. Harry knows he shouldn't…well he shouldn't be grieving. It's not like he was Ben's nephew. He knew the man from dinner table conversations, going to science conventions with Peter, working on the motorcycle with him and Peter. It was always Harry and Peter and Ben or Harry and Peter and May. That was fine. That is fine. It just means that Harry has no claim to grief because any loss he feels is purely second hand.

Harry doesn't have a lot of regrets but every time he talks with Peter he's left with this smothering feeling of failure. Peter is his best friend. He is Harry's best friend and Harry isn't helping. He doesn't know how to help. Harry lost his mom when he was a kid, too young to remember her, he doesn't know how to help with Peter's grief. Harry is watching as it destroys him-no, no Harry isn't even watching as it destroys him. Peter's pulled away from everyone including Harry so Harry can't even watch Peter destroy himself. Instead Harry is left sitting at their favorite spot in Joe's cafe entirely alone watching the condensation drip down Peter's untouched cup.

Harry remembers the night Uncle Ben died. Peter called him. He was crying and kept talking about how it was his fault. How Peter had to make it up to Ben. Harry said that Peter shouldn't blame himself but Peter wasn't listening. He was talking about what he could do to make things better, to make the world better. Harry had no idea what to do or say. He was still reeling from the news. He called Aunt May and gave her money. A lot of it. She tried to refuse but he begged her to take it. Said that Peter would never accept it and the last thing they needed to worry about was money when they should be grieving. Harry said it was payment for all the nights they spent babysitting and all the wheat cakes and all the motorcycle advice that Ben gave him. May said they never expected payment for that. Harry said he knew. And he did. He always knew that they wanted him around because they…because they liked him. Not because of what Osborn's do. May took the money. Harry thinks that was the last time he felt like he really did something to help Peter.

Peter has been closing himself off from everyone since that night. Even before they got in school he was avoiding Harry, always working on projects he wouldn't tell Harry about. Harry had hoped it'd get better if they could both be in Horizon together but Peter didn't have the money. Then Peter got in and Harry got kicked out. Then Harry got invited back but his dad was already…Harry couldn't say no to him. Harry still remembers how humiliating it was to tell Max and his friends that he was going to stay at Os Academy after they were so excited for him to come back. The conversation made him feel sick. He still did it. His dad asked him to so Harry did it. Harry keeps wondering what would've happened if he said no to his dad. If he stood his ground. Maybe him and Peter would still be close. Maybe it would've fixed things.

Now Harry will never know.

Harry twiddles with the straw of his smoothie as he hears his phone go off. Peter's ringtone. Harry would bet his and his dad's entire fortune that it's some generic excuse that won't amount to anything. Peter has always been flaky but this is bad even for him. He should ignore it. Let Peter squirm for a bit. Harry winces at his own thoughts. Wow, he thinks sarcastically, what a great best friend you are. No wonder Pete doesn't want to be around you. He pulls out his phone and looks at Peter's texts.

Well at least the excuse isn't generic. Apparently Horizon High blew up yesterday from another super-villian attack and he had to stay to try and help clean up but he's on his way now. Harry quickly checks a few news articles to make sure that Peter isn't lying. Yesh. The entire auditorium has been imploded.

Harry rereads the text in full rather than skimming it like he did before. Peter sounds apologetic. This time Harry gets it. It wouldn't have stung a month ago. Hell, a month ago Harry would've called him immediately to make sure Peter was okay and ask if he needed help. Instead Harry tries to text out something reassuring Peter that it's fine, that he understands, but Harry can't muster up the energy. He shuts off his phone and waits for Peter to eventually show up.

And Peter is late. Of course Peter is late. He's late to being late. Peter said he'd be at Joe's in half an hour last they texted and it's been forty five minutes. Why did Harry expect him to be on time? He's setting himself up for failure at this point. Harry isn't sure why he's showing up to Joe's at all. Peter won't be there. Or if he will it'll be for five minutes. Maybe ten. Nothing substantial. Nothing that matters. Nothing like the hours they used to spend talking and laughing and causing problems and doing science and being friends. Best friends. Harry groans and leans back in his chair and stares up at the ceiling. Maybe another super villain blew up Horizon High. That would be a fair excuse for being late. What is it with high schools and super villain attacks?

"Harry!"
"Hey Pete."

Harry tries to sound like he isn't surprised Peter made it. At least he's here now, even if he's over an hour late. Harry reaches out for a fist bump but Peter hugs him instead. Well…okay. Harry awkwardly hugs him, patting his back with one hand.

"You okay?"
"I was just-the Slayer attack yesterday."
"Were you there? I called May and she said you weren't there." Harry had figured it'd be easier than trying to get answers from Peter.
"I-uh…"
"You totally lied to Aunt May."

Harry can feel Peter's ribs through his hoodie. That didn't used to be a problem.

"I didn't get hurt," he offers weakly, pulling back from the hug. The circles under his eyes are deep and he's shaking. His hair is a mess and he looks paler than normal which is saying something since Peter rarely goes outside. "I didn't want to worry her."

Harry misses when Peter never lied. He remembers Peter confessing to May that they changed the movie they were going to see a year ago. They were originally going to see an R rated one, something she had approved, but switched to a pg-13 film. Peter still somehow felt like they had done something wrong. To May's credit she didn't laugh until he was out of the room. If I gave that boy permission to try alcohol he'd come back apologizing for trying a virgin margarita. Harry had laughed with her. She was right. Harry wishes Peter had been allowed to stay that way. 

"You're sure you're fine?"
"It didn't happen at my school Pete." Peter nods, half distracted, and sits down next to Harry.

Harry holds his half empty smoothie cup in one hand and bumps his shoulder against Peter's. Peter exhales and seems to relax. Harry doubts Peter's aware of it.

"What did you see?"
"I wasn't there when the bomb went off. I ran in when I heard it," right because you should always run towards explosions, "and it looked like Otto and Miles were dead."

Harry must visibly wince because Peter's face heats up.

"I tried to get there Harry but Gwen grabbed my arm and she wouldn't let me-"
"Okay, you know you're supposed to run away from danger right? It's important to me that you know that."

Harry tries to keep his tone light but he thinks he's failing. Peter didn't used to…Before Uncle Ben died Peter didn't blame himself anytime anyone got hurt. He didn't try to explain himself or try to prove he did his best to save everyone. Peter didn't try to save everyone. Harry misses when Peter didn't try to save everyone.

"I know." Harry isn't convinced.
"Are Otto and Miles okay?" Peter nods. "Then we're good, right?"
"They almost weren't," Peter whispers.

He pulls at the sleeves of his hoodie. He's staring forward out the floor to almost-ceiling windows. Harry leans against Peter's shoulder again and he looks over.

"I got your normal smoothie and sandwich. I hope that's okay."
"Thanks Harry." He picks it the cup up and twists it in his hand. "I'm sorry I was late."
"It's okay. You're here now." Unless you immediately have to run off again. "How did cleaning up go?"
"I didn't end up cleaning I had to help Professor Otto."
"Help him with what?"
"He quit his job and made me help pack up his lab. He threw a ton of stuff everywhere while he left. It was a disaster."
"Professor Octavius did what?"

Harry remembers Otto as an annoying ego-fueled teacher but he was still respectful and demanded a certain level of decorum. That sounds nothing like Otto.

"Well," Peter says, looking a bit amused, "turns out that the Spider Slayer was there for Otto's tech."
"That's, what, the third dangerous tech thing he's made at Horizon?" Harry asks, slipping into light-heartedness to.

Any conversation he can have where Peter doesn't leave looking like his dog died is a win. Harry also misses when the standards weren't so low.

"Yep," Peter agrees.

He drinks some of the smoothie and Harry resists the urge to get up and buy him another. May says Peter is still eating but it doesn't look like it and Peter refuses to go to the doctor. Harry's half convinced he has a tape worm.

"First the arms, then the energy source, and now whatever the Slayer was after. Max tried to talk to him about it and Otto got mad and quit. He was yelling about Max and swearing revenge for like hours."
"How did he rope you into helping him move out?"
"It felt easier than telling him no," Peter jokes. "He's gone and officially a threat according to the security bots."
"No offense to Miles but how well do those bots work again?" Peter chuckles.
"They do get trashed a lot."
"I think Horizon High gets attacked to much."
"Oh, and Os Academy is so much better."

Harry loves when it's like this, when the competition between their schools is casually competitive rather than destructive.

"Well we've only had the one attack so far."
"Three if you count that time a Spider Slayer attacked and blew up one of the floors and also the Lizard."
"Those were in Oscorp, not in Os Academy." Peter gives him a look. "Okay, fine, yes we've had three attacks."
"Well here's to hoping there aren't any today," Peter jokes, "since we're still cleaning up from the last one."

He's picks up his sandwich and starts eating.

"Is Horizon High going to be closed while they do repairs?"
"Well there are no classes."
"So you're all there working on other projects," Harry fills in.
"Yep."

Peter has almost finished the smoothie. Harry resists the urge to ask when he last ate since he is burning through the sandwich.

"What do you have left to do?"
"A lab I didn't finish a last night and some other homework."
"You don't get an extension?"

Harry would assume Peter would get an extension since he, you know, clearly went through the rubble of the explosion looking for Miles and Otto's bodies. Man is Harry failing as a best friend, Peter didn't even call him afterwards to talk about it.

"All of that was meant to be due today. I have extra time to work on it since, you know."

Peter gestures vaguely. Explosions and Spider Slayers and destroyed schools. Yep.

"Then we're getting muffins."
"Muffins?"
"Uh, yeah, celebration muffins."
"Since when is extra homework time worthy of celebration muffins?"
"Oh no the celebration muffins are for something else," Harry informs him as he scoots the bar stool back and angles his head to look at the front of the store. The line is pretty short.
"For what?"
"They're to celebrate you not running towards an explosion until after the bomb went off."

Peter laughs awkwardly.

"You don't know, maybe I have secret bomb diffusing knowledge."
"If you had secret powers I'm pretty sure you'd tell me Pete. So, to celebrate you not dying, we're getting muffins. What flavor you want?"
"Anything is good. Thanks Harry."

Peter looks exhausted again. Like all the happiness has been violently sucked out of his face and is currently slinking into the sewer. Harry does his best to keep a smile on his own face.

"So double chocolate."
"Aren't those-"
"Yes they are twenty five scents more but I happen to have an allowance of several hundred dollars so I can afford it."

Harry starts walking off before Peter can argue. He's going to figure out some way to sneak food into Peter's house. He can be a reverse burglar. His dad would definitely approve of that career choice. His phone buzzes while he waits in line and he looks down. It's Gwen. She's…she's asking if he could help her enroll at Os Academy. Harry isn't one to look gift horses in the mouth but he has some follow up questions. He texts back saying he needs twenty minutes and he'll be there. Peter will definitely run off by then. Hopefully they'll finish their victory muffins first.

Chapter Text

"So you want to join Os Academy because you're tired of Horizon getting attacked by super villains?"
"It's not just that," Gwen admits, adjusting her backpack once again.

Harry is pretty sure everything she owns is in that thing.

"I think Oscorp is a better plan long term, you know? I mean I'm getting my foot in the door at a massive corporation that specializes in what I specialize in. Even if I don't end up working here it'll be great for networking."
"Why now?" Harry asks as he presses the button for the elevator to take them to the top floor of Os Academy. "It feels sudden."
"I've been thinking about it for a while," Gwen admits. "I love Horizon but it doesn't offer what Os Academy does and I can't take away opportunities from myself because I like being in the same school as my best friend." Harry definitely understands that. "We're nearly adults. School won't be here much longer to give us the structure to see each other every day and it's time to make actually adult decisions."
"Makes sense to me. I'm really glad you're here Gwen," Harry informs her as they step into the elevator. 
"Me to."

She picks at her backpack straps with one nail.

"Should I be worried about registering? We're over halfway through the school year."
"Nah, it'll be fine. This is Os Academy's first year and we're still getting everything sorted. You're smart, you'll adjust fast. I'll be there to help with whatever you need."
"Thanks Harry."

Harry forgot how nice it is to do favors for Gwen. To be around her. It doesn't happen as often anymore, they're both busy, but man did he miss it (Harry hasn't made time for anyone but Pete lately, he's got to work on that).

"Don't you have classes to get to?"
"It's a free period right now." Well sort of. He's supposed to be working on his projects after he gets lunch with Pete but Gwen is more important and he's already ahead of where he needs to be. "Do you have any questions?"
"Only about a million," Gwen admits lightly. "Starting with how long is the paperwork going to take?"
"Hopefully not that long. Your legal guardian has to sign everything though."
"I'll bring it back home for my dad to do."

Harry knows that her father isn't her legal guardian. Her uncle is, has been for years. She also doesn't live with her father. Gwen knows that Harry knows that. Gwen looks at him. There isn't a trace of worry on her face. Harry decides he really doesn't care what she does and whose signatures end up on those pages. Harry's allowance could always cover the legal fees.

"Sounds good to me." Gwen smiles at him and he smiles back. 
"Are we going to have the same classes?"
"Oh I'm making sure we have the same classes," Harry informs her. "I've got to be able to cheat off your homework."
"Hardy har har Harry."
"Hardy har har Harry sounds like the name for a cheesy Christmas horror villain."
"What type of movies do you watch?" Gwen teases. 
"Well I avoid sci fi after someone spoiled Empire Strikes Back for me so mostly horror."
"How did that get spoiled? Everyone's known for like a decade. Captain America probably knows by now."

Harry resists the urge to chuckle. No wonder Peter and Gwen are friends.

"Point is, I like cheesy horror movies. You like home renovation shows, you can't talk."
"What, can't a girl appreciate some freshly tiled floors?" 
"Not when the freshly tiled floors come with an emotional monologue." They step out of the elevator. "To our left," Harry says as he dramatically gestures, "is our room for blowing things up."
"Really?"
"Dad figured we might as well have a sanctioned room for it since it happens a lot."

It cut the number of explosions down by over half because there's always teachers in there to guide students. Norman said it was cheaper than the constant repairs.

"To our right we have the lecture hall for our science teacher. Dad has a bunch of substitutes for now, says he's waiting for the perfect candidate." 
"Makes sense to me." 
"To our left again is the history classroom. It's ridiculously easy you'll have it down in no time. Get it, time, cause-"
"Harry." Harry stiffens his spine and takes his hands out of his pockets. He turns around to smile at his father.
"Hey Dad." Harry gestures at her with one hand, making sure to move slowly and respectfully. "You remember Gwen?"
"I do," Norman says with a specific smile.

Harry doesn't understand. It's a company smile, a mask he wears around other people, but that isn't his public relations smile. This is his rival competitor smile. This is the smile he wears around Max Modell and Tony Stark. This is…probably a bad sign.

"It's nice to see you again Miss Stacy."

He holds out his hand for a handshake and Harry resists the urge to pull Gwen away. She returns the handshake and mostly hides the wince as Norman squeezes far too hard. Harry feels vaguely nauseous. The smoothie and muffins better not make a reappearance. He'd rather not vomit on his dad's shoes.

"Could you excuse my son for a moment?"
"Of course." Gwen smiles at Harry. "Where should I go?"
"Keep going forward and take a right at the third door. That's where the main office is."

She nods her thanks. Harry tries to ignore the way his father is definitely glaring at him. Gwen walks off, bright pink jacket tied around her waist and backpack straps crushing her shoulders.

"What do you want to talk about Dad?"
"Why," Norman asks, fake smile on his face but no such pleasantries in his voice, "did you invite the Jackal's niece here?" Harry wants to ask his dad to repeat the question, to clarify whatever it is that Harry missed, but keeps his mouth shut. Gwen is Warren's niece but Warren used to work here. He worked here for years, actually, before he quit. Harry always assumed it was on amicable terms. "Answer the question Harry." 
"I didn't know you dislike the Jackal."

The answer sounds pathetic to even Harry's ears but he has no other explanation to offer. Norman sighs and pinches the bridge of his nose. Harry's fingernails dig into the palms of his hands.

"We've discussed this before." They have?
"You have a lot of enemies Dad," Harry says, trying to sound lighthearted. Based on the scowl Norman sends his way it didn't work.
"Jackal is not an adversary in the fields of science," Norman snaps, "he is a threat. His rhino monster nearly killed you."

Harry wasn't hurt that badly when Rhino attacked. His injuries came from diving to hide behind tables not Aleksei.

"Why is she here."
"She wanted to apply for school." Norman raises an eyebrow like he's waiting to the punchline for an unimpressive joke. "She's nothing like her uncle-"
"He taught her science, did he not?"
"He was a part of her education," Harry admits.

A part that Gwen feels guilt over even though nothing Warren did was her fault.

"They were close. Jackal openly says so. He was her legal guardian for years." Alright maybe Harry shouldn't let Gwen forge signatures if his dad is going to be looking into it. "You let a potential enemy into our home not knowing what she wants or what she's willing to do for the Jackal. That was a major oversight son."
"I know Gwen. I was there that night when her uncle became Jackal. I saw her face when she realized he caused the rhino attack. She called me that night after she watched the cops drag her uncle away." Harry called Anya and asked her to get Gwen ice cream or something. Harry couldn't leave without his dad finding out but neither of them wanted Gwen to be alone. "She hates him for what he did, she would never work for him."

Norman puts a hand on Harry's shoulder. Harry keeps his hands at his sides, his back straight, looks up at his father with no trace of disrespect, and makes sure not to fidget. His nails dig deeper into his palm and he tries to focus on the ten half moons embedding themselves in his skin.

"I need you to be smarter about this Harry." About the Jackal? "Why would she call you? Why would she show you how she felt before she ran after her uncle?"
"Because we're friends," Harry answers quietly.

Norman gives Harry a look and Harry feels the pit in his stomach grow. The tips of his fingers feel numb and that emptiness is spreading spreading spreading through his hands and up his arms. Harry hopes it won't reach the center of his chest before his dad is done talking.

"I knew her for a year before her uncle turned into the Jackal Dad."
"You need to examine this Stacy character more thoroughly. Think about her through the lens of a businessman rather than a love struck teenager."

Harry resists the urge to wince. He really doesn't feel that way about Gwen. Dating wouldn't even make sense, Harry is busy being Peter's best friend and Gwen is busy being Anya's best friend. He can't exactly correct his dad without looking overly defensive.

"Pay attention to the details. It's what Osborn's are best at."
"Do I need to tell her to go?" Harry keeps his voice level. Calm. Business like. He tries, at least.
"I'll decide what to do with her later." Norman removes his hand from Harry's shoulder and sighs. "It's to early in the day for this."
"I'm sorry. I wasn't thinking."
"I'm more than aware. Watch her. Don't let her steal anything."
"I will Dad."

The words, the promise, aren't enough. Harry already messed up by letting Gwen in at all. Norman doesn't even react to what Harry said as he starts to walk away, head held high and shoulders straight. Harry watches him walk one step, two steps, three steps before the word bursts out of his chest.

"Dad?"
"What Harry."
"I..."

Harry can list dozens and dozens of moments where him and Gwen genuinely cared about each other and helped each other. He's spent hours hanging out with her and doing school with her. She pushed him out of the way when a giant robot tries to attack him and he returned the favor when Rhino tried to impale her with his horn.

"I think Gwen's my friend. I don't think Jackal used her to get to me."
"You're right," Norman says, looking at Harry over his shoulder. "He would have used her to worm her way into the Osborn family. To learn how to sully my name. It would have had very little to do with you at all." Harry's dad walks away.

Harry is left standing there as the numbness crawls through his limbs and smothers his heart and head. He can almost feel it rushing through his blood-Osborn blood-and settling onto his bones. He grabs his phone with clumsy fingers. He wants to call Pete. Peter will know, Harry knows Peter will know, that something is off. Peter always knows when Harry is upset. If Peter's around to see him than Peter always knows. Which is precisely why Harry wants to call him and is precisely why he can't. Because Peter is busy. And Harry can't push him further away by being needy. Harry can't call him.

He still holds onto his phone tightly. Desperately, almost. Harry can't use the lifeline but that doesn't mean he wants to drop it. A part of him, a big part of him, hopes that Peter will call on his own. That Peter's name will pop up and Harry just has to hit the answer button then the numbness can wash away while Peter spoils movies for him and comes up with math equations or science problems for Harry to solve as a distraction. He breathes slowly, willing Peter to know without Harry telling him that he needs help he needs his best friend he doesn't want to be alone with the hurt anymore, and waits (peter is late. Peter is always late nowadays).

"What, exactly, is your plan Miss Stacy?" Gwen smiles winningly and Otto resists the urge to glare.
"I figured it was you stalking me once I left school. I'm a bit busy with homework Professor Otto but I can spare a minute or two if you would like to talk."
"I," he reminds her sharply, "am not meant to be your professor."

Otto cannot believe he has to deal with this on his way to deal with Parker. Is there something in the air that makes teenagers this way? That removes their self preservation instincts? That makes them want to take on billionaires with murderous tendencies? He did normal things when he was a child, like creating small bombs and destroying people's future academic careers if they bullied him.

"You enrolled at Os Academy to spy on Norman Osborn."
"My plan is to further my education," she informs him, politely setting her hands on the table. "Want to sit down? You look a bit suspicious."

Standing over a child in a largely empty cafe while glaring isn't a good look Otto will admit but he is not willing to accept any sort of defeat.

"I would appreciate it if we don't lie to one another Miss Stacy."
"You can call me Gwen if you want to. We're partners in crime now so it's probably a good idea for us to know each other a bit better." 

Otto rubs his left temple and wants to snap about how they are not partners in anything and he will personally make sure that they never work together. Spider-Man would not approve. Otto sits down across from her.

"Thank you."
"Gwen," Otto says, trying to sound understanding, "I would appreciate if you would explain your line of reasoning."

Maybe if he takes the Spider-Man approach of being nice and gentle and 'power of friendship' she'll see sense.

"It's your line of reasoning," Gwen reminds him calmly. "I left Horizon to spy on Norman Osborn to help protect the spidermen. All of New York but mostly Kid Arachnid."

Otto can now see why so many other teachers are prone to drinking absurd amounts of coffee. This is exhausting.

"I'll admit, I assumed I had longer before you found out."
"You," Otto informs her, "are in my class."
"I thought you'd start teaching next week."
"I thought I was free of teaching you. I was sorely mistaken."
"What happened to being excited to see where my scientific career went?"
"That disappeared the moment I saw you sitting next to Harry Osborn in my classroom at Os Academy."

There's a brief flash of guilt on Gwen's face and Otto once again tries to regain his composure. Spider-Man wouldn't insult the girl.

"Gwen, what is your plan?"
"I'm your back up and there to help however you need."
"And if I do not want your help?"
"You're going to want it."

Otto highly doubts that. He doesn't want Parker's help and he willingly got stuck with the boy.

"I can be a good distraction, I am great at annoying people into giving me information, I'm skilled at developing cures in case you get poisoned, and it'll be good to have someone to split the suspicion with. You'll get your own sidekick like Spider-Man has."

That would help prove Otto is the superior hero-not the time.

"Gwen," Otto says, trying to channel the Spider-Man who convinced a terrified toddler that he could help her escape a particularly high playground, "I do not want to risk any civilian lives. That includes you."
"I'm hardly a civilian," Gwen reminds him. "My uncle was the Jackal and my dad is a cop. I've helped Spider-Man fight rhinos, giant robots, and I've stopped a bomb from exploding at Horizon." When was there a bomb at Horizon? "It's a long story." How often is the school getting blown up? Yes, Otto caused one of those explosions but that was mostly Crimson Dynamo's fault. "I can help Professor. I don't want to sit by while Norman hurts people."

Otto can see a fire in her that is similar to Peter's. One that has settled deep into her bones and cannot be torn out, smothered, or dampened. She wears her fury closer to the surface of her skin than the boy. You can see it in the jut of her chin and slope of her eyes, the way she holds herself and flicks her wrists as she moves, in the tight bun on the back of her head and the grime built up underneath fingernails with chipped nail polish. She seems to be daring the world to fight back-no. No, she is not inviting challenge. She is simply ready to face it when it inevitably presents itself. Otto appreciated that in her as a student. He pushed her, pushed all of them, to be better. He knew they could be better. It was why he became a teacher (being pushed is a large part of what made him great, why would he deny that to others). Right now her determination is almost an eyesore.

Otto feels once again how powerless Spider-Man must be to keep Peter in check.

"If I expel you from Os Academy what will you do."

Otto is mostly trying to console himself so he can drop the idea from his mind and move on with his life.

"I'll reveal your plan to Norman."
"So you'd get us both killed."
"You're in to much danger alone. If you don't have back up you're not going to make it. You'll be in Norman's house. He has acid in there. He can get rid of your body without anyone knowing."

Gwen and Peter are both hung up on the acid Norman supposedly owns (Otto saw Norman's supplies on the tour today, they are probably right to be concerned).

"I don't want it to get to that point Professor. I think your plan is a good one. You just need a team for it to work." Otto is going to regret this.
"Fine."

Gwen grins in a way that lights up her whole face and it almost makes him wince. Otto can handle Norman Osborn but she looks like a child excited about a new toy or microscope or whatever it is children enjoy. She does not look like someone who should be spying on a billionaire. He will have to take this slower than he originally planned. Move more cautiously.

"We do this my way Gwen."
"Of course, Professor." Otto is also going to regret this.
"You can call me Otto whenever we are outside of Os Academy."

There's that smile again. Otto should ask Spider-Man for pointers on how to handle the guilt that comes along with letting teenagers risk their lives and supervising it, knowing that it's that or abandon them (Peter is what happens when they are left without guidance, and Otto would rather avoid a repeat of the boy).

"You are in charge of informing Kid Arachnid and Spider-Man about your course of actions."

Maybe Kid Arachnid can talk her out of it since they are apparently friends, and she apparently knows his secret identity. Otto bets she didn't save Arachnid's life.

"I will," Gwen promises. "What do you want us to do first? Sneak in after dark? Interrogate one of the teachers? Find blackmail on Norman?" 
"We," Otto says, giving her a look, "are going to operate slowly. We won't do anything suspicious for at least a week."
"Then we can interrogate people?"
"No."
"Steal Norman's stuff?"
"Absolutely not."
"Take office supplies?"
"That counts as stealing Miss Stacy."

Do they teach children laws anymore?

"Can I at least sneak around?"
"I'd rather you didn't."
"Can I take notes?" Otto resists the urge to sigh.
"You can take notes."

Gwen smiles at him again and offers him a high five. He reluctantly returns it with a metal arm. He definitely needs to talk to Spider-Man. He misses when being a superhero was about lizards and not self-sacrificial children.

Chapter Text

"Whose lab are we trespassing in and do they morally suck so we can steal their stuff?" Otto resists the urge to sigh at Kid Arachnid's shenanigans. The spidermen entered through the windows in the ceiling mere moments ago and already Otto is reminded why so many heroes work alone.
"It is my lab Arachnid." And also where Otto lives because New York is expensive. He may have millions of dollars but the idea of owning two separate locations makes him uneasy.
"So we can't steal stuff?"
"I'd rather you didn't."
"Kid," Spider-Man says sternly, "be polite."
"Otto saved my life meaning I have to be friends with him which also means teasing."

Spider-Man looks exasperated even through a mask. Otto wants to ask the man what compelled him to surrounded himself with so many children but Otto is rapidly coming to the realization that he likely had no choice. Otto certainly feels like they are endlessly appearing with no rhyme or reason.

"You do not have to be anything," Otto snaps back. He wants no sense of obligation tied to whatever it is they are. "I would have done the same thing for any other child. Or a particularly nice dog." Otto isn't sure he would've, actually, but he doesn't need to admit that.
"Well if you're going to be rude then I can totally steal your stuff."
"Kid," Spider-Man repeats. Arachnid sighs.
"Fine, fine, I'll behave myself. Since when do you have a dad voice?"
"Please don't, I never even had a dad, I don't know what a dad voice sounds like." Otto would like a spreadsheet or pamphlet on random semi-important information about his teammates. How can he be expected to work in these conditions?
"Don't state facts? You want me to lie to you? Wow I thought you had integrit-" Spider-Man hands Arachnid a piece of candy. "I can not be bribed."
"Just eat it Kid." Spider-Man turns to Otto and explains, "I keep them on hand for kids if they're freaked out or something. Also drunk people. They talk less if they have a lollipop."
"Should we really be teaching children to accept candy from strangers?" Otto asks judgmentally.
"I don't have the pocket space for small toys."
"Lollipops are better," Arachnid informs them, one currently in his mouth. "Even if Spidey chose the worst possible flavor."
"I gave you grape because you deserve grape."
"Cruel and unusual punishment."
"Otto," Spider-Man says, clearly trying to get back on track, "how was your first day at Os Academy?"
"Incredibly uneventful. Norman spent an hour and a half touring the building and bragging endlessly about how superior it is to Horizon." Otto knows superior and Oscorp does not fit the requirements. "I met some of my new students and interacted with teachers. Norman suspects nothing."

Otto is tempted to snatch the lollipop from Arachnid. The popping noise it makes when it hits against his teeth is infuriating.

"So we're good?" Spider-Man asks.
"We are fine," Otto agrees. "I shall proceed with the plan as we agreed upon."

Should Otto bring up Gwen Stacy now? He is unsure how Spider-Man will handle it, the man didn't want her to know Norman was an issue to begin with. Clearly he was right to be concerned. Otto's eyes land on Arachnid whose mask is partly up while he crunches on the hard candy. Perhaps he could converse with Gwen, help her see sense and reason, and Otto will just have Peter to contend with. He wanted to help forge young scientists minds not run a daycare.

"Is there anything else?" Otto asks.
"We've only been here for two minutes, can't we get a tour before you kick us out?" Arachnid requests.
"Fine but it will need to be quick. Parker should be here any minute." Spider-Man stiffens a bit.
"I, uh, I'll have to skip the tour," he informs Otto. "Have somewhere I need to be."
"He's always double booking himself," Arachnid tells Otto. Spider-Man glares at him. "It's true!"
"Just go on the tour and don't steal anything."
"Yeah, yeah, got it got it."
"I'll make you patrol the sewers if you steal Otto's stuff."
"We don't patrol in the sewers!"
"We did last month."
"Because we were running from Kraven." Why would they run to a sewer? "The sewer booby traps were the worst." What, exactly, does Kraven do?
"We can start patrolling there if you steal from our teammate." Spider-Man reconsiders his words. "You can start. I'll go get a smoothie."
"I resent you."
"Welcome to the club. Bye Otto, don't get murdered."
"I could say the same to you Spider-Man."

Spider-Man leaves through the windows in the ceiling. Otto should probably remove the lock from there. It'll be a hassle to climb up and down every time they need to visit. He doubts he could persuade them to use the door. Even though he has a perfectly good door.

"So, where are we looking first?"
"I am not actually giving you a tour."
"Aww man, are we having another secret conversation without Spidey? This one doesn't even include food."
"You have candy."
"I took this because I'm hungry, not because I'm easily bribed." This is the second time in a week that Arachnid has been persuaded with foo-not important. "What do we need to talk about?"
"You remember the mission Spider-Man gave you, to keep Miss Stacy away from Norman?"
"Yep."
"She is enrolled at Os Academy." Arachnid groans and flops onto the ground, staring up at the ceiling. Otto would like him to get off of the floor. He just swept.
"Why," Arachnid whines, "does she make everything so hard?"
"I tried to talk her out of it but she did not listen to me. Since you two are close, and she knows your secret identity, you should attempt to persuade her to see sense."
"Are you still mad about the identity thing?"
"No."
"Spidey only told who he is because I was having a drug induced panic attack caused by Kraven since he wanted to torture me on live television. Spider-Man didn't want to tell me even though we knew each other before the hero stuff." Kraven did what? Again, a pamphlet. Otto needs a pamphlet. He would settle for a sticky note. "I mean, I told his secret identity that I was a hero and he didn't tell me that he was one until I nearly died. It's not personal."

That sounds personal. Otto has no secret identity, it would be impossible to hide his naturally good looks and metal arms, but that does not sound casual.

"I still don't like you, cause you're annoying and big headed and stubborn and-"
"I get it Arachnid."
"I don't like you but you saved my life and you're officially stuck on the team so I might as well get used to you Octopus Breath." There's the nickname again. Should Otto come up with a name for Arachnid? A nickname for a nickname (do hero names count as nicknames?) feels like a bit much. "I can't risk my family if Norman tortures you to figure out who I am or something. It's not personal."
"Fine."
"Fine what?"
"Fine, I shall give you a tour."
"Can we rain check that? I have to talk Gwen out of fighting a billionaire."

Oh wonderful Otto will have these people back in his house. He may as well start calling it the Spiders Nest.

"Good luck with Peter."
"Why would I need luck?"
"Cause it's Peter." What does that mean? "Bye Otto, see you tomorrow." Kid Arachnid hops onto the wall.
"Try not to choke on your juvenile candy."
"I know how to eat food," Arachnid mutters as he leaves through the window. "May not have as many doctorates as some people but-"
"I can hear you."
"I know that!" Arachnid is gone before Otto can decide on a witty response. Otto can hear knocking on the door. Finally, someone sensible. He turns on his heel and walks across the large open floor. When he opens the door Peter Parker is standing there, backpack in hand, looking disheveled.
"Hey Professor Otto."
"Come in Mister Parker." He walks in and looks vaguely surprised.
"This place is big."
"I suppose so. How is Horizon faring without me?" Otto asks, guiding Peter through the maze of machines. He had to move everything farther apart after the accident with the metal arms. He's still getting used to the extra appendages.
"Max has some time to find a replacement teacher while they repair the school but everyone is gossiping about why you left. They found out I helped you move out and they keep asking me questions."
"And you answer with?"
"Talking about your meeting with Norman Osborn and how mad you are at Max for under-appreciating your genius." Good answers. "How was your first day at Os Academy?"
"Dull. Norman is insufferable."
"Did he give you the super long tour?"
"Yes. How do you know that Parker?"
"I've been over with Harry before."

Otto forgot that those two are friends. That…is not ideal.

"I know I can't talk with Harry about any of this," Peter informs Otto. His voice is quieter than before. "I'm not making him choose between his dad and m-Spidey."
"I know you wouldn't mention it to him."
"We've never talked about Harry before."
"For better or worse you are loyal to Spider-Man." Otto reconsiders. "And Kid Arachnid. You would not risk their safety."
"I do my best." Otto stops walking and gestures at the cleared out lab space.
"This," Otto says, trying to figure out what tone he should have with a mentee he largely took on to keep him from dying through neglect at the hands of Otto's teammate, "is where we will work."
"You have a lot of tech here Professor Otto." It isn't particularly impressive. There's more scattered throughout the first floor but there are several desks and 3d printers and cases of materials and whatnot. Certainly better than Horizon High's supplies. Peter sets his backpack on the ground and runs his fingers gently over some of the things Otto set out before he got here. "What do you want to work on first?"
"Kid Arachnid mentioned that the web cartridges run out. I think we should find a solution."
"I've tried making denser web fluid, it lasts longer and is stronger, but it harder on the dispersal unit and malfunctions. Spider-Man found that out the hard way when he fell three floors down after the webshooters clogged." That doesn't sound enjoyable.
"Well I am certain we shall find a work around together."
"If you say so Professor."

Otto already let the girl refer to him without any titles, he might as well do the same for the boy. The Otto of last week would be offended at the prospect but, be it from his brush with death or his fury at Norman for daring to hurt Otto's allies, it no longer bothers him. They are nowhere near his equal but they know that without the constant reminder of Professor or Doctor.

"You may call me Otto."
"Really?"
"We are teammates."
"Does that mean you'll stop calling me Mister Parker?"
"No."
"Still a win." The smile is to similar to Gwen's. At least the boy is not in physical danger. Otto hopes he doesn't follow in Gwen's footsteps and leave Horizon. Hopefully this, working on tech and being involved in plans, will be enough to satisfy the fire lingering in his bones.
"Why did you decide on this compote for the webs?"

Otto listens as the boy goes over the various methods he tried before deciding on the most recent version of the web fluid. He offers Otto papers and files from his bag that look like they're fresh off the printer. They're neatly arranged, superior to any assignment the boy had ever turned in. Otto had no idea he knew how to be concise and clear with his work and notes. The concept of webshooters isn't particularly complex but Otto had never realized just how limited the boys materials are. It reminds him of making concoctions out of his science set at the kitchen table, using whatever materials he could scrounge up to make the ingredients last longer. Otto simply wanted to engineer new things, to prove that he was smart in practical ways, but Parker was working to save lives with the remnants of an old kitchen mixer.

It's fascinating, the way he views trial and error. Not just his acceptance of failure but the speed at which he learns from it. Otto has never seen someone isolate the problem so quickly. The boy's experience needs work, plenty of his mistakes were obvious to Otto's eyes, but he adjusted quickly. The compote he ended up with wasn't what Otto would've chosen but for a child working out of his barely funded high school lab and using random kitchen supplies…Otto doesn't need the boys help to make the spiders tech. He can do a better job of it, overtake Peter's months of work in an afternoon, it's simply fact. But Otto would be lying if he said he wasn't curious about what Peter could do with free reign of an actual lab.

"That's everything on the webs." Peter winces as he looks at the papers strewn over two of the desks. "I have a more condensed paper for the current web compote. I figured I should give you the rest of it so we don't repeat any mistakes I made."
"I," Otto says importantly, gathering some of the papers randomly, "am reviewing your approach."
"Do I need to explain something again?"
"I can manage to read on my own Mister Parker." Otto gestures with a metal arm as he looks at the page. "Explore. Find something to do."
"…I can…go around your lab?"
"Would you rather hover while I work?"
"No I just-I can look at all this stuff?"
"Well I'd prefer if you used it and familiarized yourself with the equipment but if you simply wish to sight see I won't stop you." Peter's eyes get giant and he grins, pulling at the sleeves of his hoodie and attempting to seem calm.
"I can use your tech?"
"That's why you're here, isn't it? I'll review your notes, you go work on something or other."
"Something spider related?"
"Whatever you want. Nothing is in short supply." That Parker can get into anyway. Anything dangerous or radioactive was put away before he got here. "I have work to do Mister Parker."
"Got it Prof-Otto. Got it Otto."

Peter practically runs off. Otto sets the papers down and gets to work dissecting one of the spare webshooters abandoned on a desk. He already has what he needs from the boys notes but Parker wouldn't explore freely if Otto was standing over his shoulder. The point of this particular exercise is to see what he does unsupervised.

Otto manages an hour before his curiosity gets the best of him. He finds the boy sitting on the ground surrounded by materials entirely focused as he screws something or other together and adjusts the wiring.

"What are you attempting to make Mister Parker?" Otto asks. There is some disdain in his voice from the mess of materials scattered around the ground. 
"A power amplifier. I've had the idea for awhile now but Horizon doesn't have the right materials I needed and you have, like, twenty of the things I was missing." Not what Otto would've expected but an interesting concept. "It should be able to increase the energy outlet of almost any electrical device. Since most of them are really big and hard to transport I thought I could figure out a way to condense everything while keeping the power increase the same. I've been working on the design for a while but haven't had the chance to test it out yet." If it works…well if it works Otto is going to drag the boy to a patent office that isn't associated with Horizon High. Peter pushes his hair out of his eyes and tilts the chocolate bar sized device in his hands. "I don't normally work this fast," he admits sheepishly, "I already figured it all out. Weeks ago actually."
"How long until it works?"
"I probably need another-how long has it been?" Peter looks up like he's aware for the first time that the world didn't stop when he got to work.
"Around an hour." Peter winces.
"I should've been helping you with-"
"I managed fine on my own Parker. Finish what you're doing, if I need you I know where you are."
"Okay. Thank you Otto." Otto has no idea how to answer that. Your welcome feels to casual for the intensity in his tone.
"It's hardly a bother."

Otto leaves before the conversation can continue. He decides to give the boy another hour before he'll check in. Otto gets to work on adjusting the webshooters. He wants to keep most of the original design but the dispersal unit needs to be altered to handle the new web mixture they'll make. One that will last longer before it runs out. Otto would prefer if his teammates didn't fall from anymore buildings. They are annoying enough without brain damage. It's barely been ten minutes when Peter comes back over, device held carefully in his hands.

"What, uh, what do I do with this?"
"Why are you asking me."
"Because it's your stuff. Do you want me to disassemble it?" Why in the world would Otto want-goodness did the boy make the thing with disassembling in mind?
"I'll survive without whatever you used to make it. Does the thing work?"
"Oh yeah I did it works." Peter says it casually. Like it was to be expected. He is a sophomore. Otto could've made that as a sophomore but Otto is not the general standard. And the idea never occurred to him. That's often half the battle. The boy worked on the design, perfected it clearly, without even knowing if he'd ever have the materials to make the damn thing. "Do you want me to put it on a shelf?"
"Spider-Man has no idea how lucky he is to have you making his tech." Peter blinks. "Do not look so surprised Parker."
"You've given me, like, seven separate F's this year."
"You are terrible at classwork but this," Otto says as he taps the box in Peter's hands, "is not classwork. Show me how you made it."
"I don't want to waste anymore of your time-"
"I am not going to steal your design Parker, simply show me how you did it." The boy looks offended.
"I know you wouldn't do that. You're always pushing me to get patents and stuff, if you started stealing my designs I'd assume you were replaced with a clone or mind controlled." A far cry from most of Otto's adult peers who seem convinced he is only able to make the things he does by stealing others work. "I thought we were here for the spiders."
"We were. Now we've moved on."
"This isn't as important as-"
"I want to see how you made it." Otto wants to see how his mind works. What he defaults to and what jumps he makes. "Spider-Man can wait Parker."

Peter explains how he made it the same way he explained the design behind the webshooters. Otto may have originally started off this partnership to keep Parker afloat while he involved himself in hero work but now Otto regrets not taking an interest in the boy sooner. He seems entirely unaware of the potential he possesses. His talent is being wasted working tirelessly for a man who doesn't compensate him for his work. Otto is going to make sure Peter never makes tech for the spidermen again so that he can invest his time in the endless other ideas floating around in his brain.

"So, uh, yeah that's basically how it works." Peter sounds like he is discussing how to blend a smoothie.
"You," Otto informs him seriously, "are not to discuss this with anyone until-"
"I get a patent?"
"Precisely."
"I really don't think it'll matter Profes-Otto. It's more of a pet project than anything. What have you been doing?"

He'll drop the subject for now. He doesn't want to overwhelm the boy (though he'd really rather demand Parker draw out plans for whatever else is rambling around in his head just waiting to be made into reality). Otto describes the changes to the webshooters while mentally planning out how he'll persuade the boy to come over again tomorrow. A few hours later, after the boy leaves, Otto goes through his lists of contacts deciding who he'll pitch Parker's invention to. Eventually Peter will need to handle the paperwork and logistics but for this first time…well Otto might as well do it. He has practice (and maybe he'd like a dollar amount to shove in Spider-Man's face when he bullies the man into paying Peter for his work).

Chapter Text

"Try not to choke on your juvenile candy."
"I know how to eat food," Miles mutters as he climbs along the ceiling. "May not have as many doctorates as some people but-"
"I can hear you." Of course Otto can hear him, apparently he got extra ears not just extra arms.
"I know that!"

Miles leaves before Otto can give him an F or something. He gets to the edge of the roof and stretches his arms above his head while trying to decide what direction is the best to go. He's lived in New York all his life, he knows his way around, but that was from the ground. Up above the buildings and natural landmarks he's got a tendency to get lost. Not something he wants to do when he's still healing from Norman's last murder attempt. His left shoulder is clicking weirdly and it aches every time he inhales. It could've been a lot worse. Miles knows it could've been a lot worse. This still sucks though. 

"Kid!" Miles looks down over the side of the building. Peter is glaring up at him. He doesn't seem particularly intimidating with mismatched rainbow socks.
"Hello random citizen!"
"Oh get down from there." Peter's been in a mood all day. Probably because he didn't sleep at all last night. Miles drops down to the alley and stands next to him. "You can't patrol on your own."
"I know that, I wasn't going to-"
"Patrolling is pretty much anything in costume." Peter is currently pulling his red hoodie over his tshirt and trying to tie his shoes at the same time. You'd think he'd be better at quick alley changes after seven months of being Spider-Man but nope. "You've got to change and walk to Anya's."
"How did you know I'm going to hang out with Anya?"
"Because I've met you. And we have a group chat."
"A group chat that doesn't include me? Rude."
"It's where we check in to make sure we know you aren't dead."
"Is Spider-Man in this group chat or Peter Parker?"
"Peter."
"That's worse."

Miles shouldn't have told anyone his secret identity now he has three worry warts stalking him. Miles figured something was up when Gwen or Anya always got out their phone the minute he showed up but still. He can manage to go a few miles without them breathing down his neck.

"Last night you got blown up," Peter reminds him firmly.
"I wasn't at the center of the blast." Though it feels like he was.
"By a stroke of luck Miles."
"I'm in costume you shouldn't use my name. I'm pretty sure that's superhero one-oh-one." Peter gives him a look. Peter's always giving him looks. "You're the one who said Spider-Man is quippy."
"You're Kid Arachnid you don't have to make jokes all the time." Yeah, well, Spider-Man causes less explosions. "Change before you leave, okay?"
"Fine fine fine. Good luck with Otto."
"I totally forgot I was supposed to go over the tech designs with him," Peter admits, dragging a hand through his hair. He really does look terrible. 
"Hey, wait, don't move." Miles grabs Peter's arm and pulls his sleeve up. Miles winces. "Dude that looks like it hurts." His arm has a deep gash curving from the back of his wrist up to his elbow. There's blood crusted on and around it. 
"I webbed it shut. It'll stop hurting soon."
"You didn't even stitch it?"
"I don't want to dig the thread out later." Peter pulls his arm back and the sleeve down. "I'm fine Miles," he reassures, smiling brightly. It doesn't quite match the dark circles under his eyes or the shakiness in his hands.
"If it's still bad tomorrow I'm making Otto fix it."
"Uh huh. Have fun with Gwen and Anya."
"You should join us next time." Peter shrugs, grabbing his backpack with his uninjured hand.
"I already have one tradition I miss out on half the time." Oh right Harry Osborn. Cause that guy totally deserves to occupy what little remains of Peter's free time. "Bye Kid."
"Bye Spidey. Your shoes are on backwards." Peter groans while Miles walks away. "You could always leave them that way. Maybe you'll start a trend."
"I run into enough walls as is." 

"You're late," Anya accuses.
"Spider-Man made me walk here! That isn't my fault!"
"You should've planned ahead Miles."
"Well you also changed the address on me last minute."
"We're five minutes from where we normally meet, that isn't a real excuse." Miles sighs.
"Alright, fine, I admit it. I didn't prepare well enough and failed. Apologies."
"Acceptable," Anya answers, finally stepping out of the doorway and letting Miles in.
"I was being sarcastic," he informs her once he's safely in the house.
"I know. Gwen, Miles is here!"
"I'm in the kitchen!" Gwen yells back.
"She's in the kitchen." Anya takes his backpack and Miles follows her into the kitchen.

He's been at Gwen's place often enough that he knows it like the back of his hand. He's never understood that saying. He didn't memorize what the back of his hand looked like until after he got spider powers but that was only because he spent so much time staring at them and wondering how they could've changed so much without any visible difference. Most people don't have that problem.

"Hey Miles." Gwen gives him a half hug, making sure not to touch him with her hands, and goes back to kneading dough. "You took forever."
"I had to walk back from Otto's lab."
"What's it like?" Anya asks from her spot on a bar stool at the counter. "How does he organize his-"
"I didn't look at how he organizes stuff, that is the most boring thing ever."
"Well I think it's fun."
"It's a giant repurposed warehouse. I didn't get a tour." Just a mission to get Gwen to drop out of Os Academy. "If you ask Peter he can probably get Otto to let you come over."
"I thought Professor Otto disliked Peter," Anya counters.
"He was late to Otto's lecture on punctuality," Gwen agrees. That wasn't Peter's finest moment. In his defense he did get hit by a car. 
"He's tolerating Peter since Peter makes tech for Spider-Man." That cat is already out of the bag. Since Gwen found out Anya definitely knows.
"Why did Spider-Man ask Peter?" Anya demands. "Why not someone else?"
"You just want to add 'made a superhero's tech' to your resume."
"Obviously."
"He asked Peter because they met last summer aka before school started." At least that's the story Peter's chosen to tell. It's sort of accurate. "If you made something for Spider-Man I'm sure he'd use it." Anya writes something down in her notebook. "Gwen what are you making?"
"Cinnamon rolls."
"What kind of cinnamon rolls?"
"Cranberry chocolate." That sounds good. Weird but good.

They've been doing this since the start of last year. The three of them got paired together in a group project and decided to meet at Anya's. Well, she demanded they meet there because she didn't trust the rest of them to have a good studying environment. Gwen brought cinnamon rolls and they were fantastic. They met up the next week to give each other feedback on their projects. And the week after that. And the week after that. At first they claimed it was because going out and making a new study group was to much work but after a month it was obvious they simply liked being around each other. Miles thinks it's pretty obvious why him and Gwen are friends. Both their dads are cops, they live close to each other, they're in similar fields of science. Anya was a surprise to both of them. She's driven and focused and cut throat and never stops moving. She took their science project to Coney Island when they were supposed to be taking a break and randomly calls them at 3 am to ask if they think she would get extra credit if she figured out how to stop world hunger or some other massive task. Gwen brought cinnamon rolls to their first meeting. Miles was ten minutes late. And yet Anya stuck to them like glue. She admitted, once, while they walked home from a late night movie that she stayed because they were fine with her being smarter than them. And they were. That fact is not up for debate. That's not to say it isn't annoying sometimes when she can solve a problem in minutes that took Miles hours but it isn't her fault she's better than them at most stuff. 

Miles wonders if Anya would've turned out like Otto if they hadn't randomly been assigned together that first year. Friendless and dedicated to proving she's the best so that other people will tolerate her.

"Do we have any school we need to do?" Gwen asks.
"I'm caught up," Anya admits. "Had all day since classes are closed."
"Me to," Miles agrees. "What about you Gwen?"
"Otto told you, didn't he?"
"Yep." Gwen sighs. "I assume you told Anya?"
"About the Os Academy thing?" Anya asks. "Obviously."
"And what's your opinion on Gwen's latest absurd decision?"
"It isn't absu-"
"I think," Anya answers, "that it's a terrible idea but we can't exactly stop her."
"I'm right here."
"I think we can totally stop her. I'll web her to a wall. Issue resolved."
"That feels inhumane."
"Okay well it's that or Norman probably murders her."
"Hmm," Anya considers, tapping a finger against her chin. "You make a good point." Gwen sighs and starts spreading the filling out inside of the cinnamon rolls.
"It's not a joke," Gwen reminds them, "and I'm not changing my mind. I can't."
"I can handle myself Gwen," Miles reminds her.
"You were in an explosion last night. You could've died."

Miles knows that. He knows that he was seconds from dying and the only reason he's still here is Otto's random decision to be selfless. He knows that Norman will stop at nothing to kill him. He knows that he's been a hero for a month and Norman isn't even his arch-nemesis, that's a right reserved for Spider-Man. Miles keeps thinking about what would've happened if he had died. If there would've been anything left of his body for his parents to bury. If his uncle would've been allowed at the funeral. If his dad and uncle would've argued. What they would've buried him in. What the news would say. If they would tell anyone how he really died. His dad hates Kid Arachnid and Spider-Man. Would his dad have hated Miles for being a hero or loved Kid Arachnid for being his son? 

"You know it's always a blast when I'm around," Miles jokes. He's a Spider-Man. They tell jokes. It's part of the job. Neither Gwen nor Anya looks amused. Miles should ask Peter for pointers. At this rate Otto is going to be better at quips than him. That would be embarrassing. "We've agreed that we shouldn't patrol or fight alone until we figure the Norman thing out."
"Oh so you're going to walk away if you see someone in trouble?" Anya asks sounding deeply unimpressed. "I don't think any of you are capable of that."
"The hope is the assassination attempts will slow down," Miles counters. "I mean, those were about Otto. Some of them. Cause Norman wants Otto as a teacher for whatever reason." Miles is a bit glad Otto left Horizon even if the reasons suck. Spider-Man definitely wouldn't approve but Miles really did hate Otto as his teacher. "Norman should chill out now."
"You all need a better plan than 'hopefully blackmail him' or 'hopefully figure out his long term plan' while wildly assuming he doesn't try to kill you," Anya says.
"This conversation was supposed to be about Gwen," Miles counters. "Since, ya know, she's now trying to be a Black Widow knock off."
"Okay, one, I am not trying to be a Black Widow knock off because I am nowhere near that level of cool. Two, I prefer it when we talk about you not dying," Gwen says. Anya and Miles give her a look. "Has Anya done anything recently that we need to lecture her about?"
"No because I have common sense and have avoided getting on a murderous billionaire's hit list."

Miles doesn't glare. He doesn't. He doesn't even flinch which he's rather proud of. Yeah, he chooses to don the suit but he didn't choose powers. He didn't choose to get bitten by a spider and save Spider-Man from falling to his death. Miles didn't choose to fight Kraven, a man who drugged him and made him hallucinate the worst things Miles has ever seen. Miles sure as hell didn't choose to be on Norman's hit list. He wanted to help people. That's it. And now he wakes up screaming from nightmares, and now he lives somewhere new since he got his old home blown up, and now he listens to his dad complain about how careless Kid Arachnid is while Miles hides broken ribs or fractured wrists.

"Anya generally avoids stupid mistakes," Miles agrees light heartedly. "Gwen you should back out while you can. We can find another way for you to help."
"Yeah, probably. But I choose this way."
"Gwen-"
"Miles he is going to kill you if we don't do something."
"I'm pretty durable and I've already got two teammates."
"Three if we count Peter," Anya says.
"Three if we count Peter."

Miles is very glad Peter didn't let him claim to make Kid Arachnid's tech. This is unnecessarily confusing.

"It isn't just about you Miles. It's about Spider-Man. It's about the Lizard. It's about Curt Conner who has disappeared off the face of the earth." Miles had been hoping Norman would let the Lizard go or something after he got Otto. Clearly he hasn't. "It's about everyone else in the city who has gotten hurt or killed in the Spider Slayer attacks. It's about Harry." Miles rolls his eyes.
"Why are you all so worried about Harry? He's going to be fine."
"Miles." Gwen is glaring at him and Miles refuses to pretend to be apologetic.
"He hates Spider-Man. He hates Kid Arachnid. He's exactly like his dad."
"You can't mean that." But Miles does. He really really does. "I've known Harry longer than you. He's a good person. His dad hasn't left him a lot of other options."
"Your uncle sucked and you're still a good person."
"My uncle is in jail and didn't try to murder people."
"You don't excuse what your uncle did."
"Harry doesn't know what his father is doing."

Anya and Miles both look at each other than Gwen.

"I didn't tell him anything."
"Yet," Anya says, finishing the sentence for her. "You haven't told him anything yet."
"Gwen," Miles says, trying to sound like Spider-Man, trying to sound in charge and reasonable, "we can't tell Harry."
"He would want to know." Would he? He seems pretty fine with how things are.
"We can't make him choose between Spider-Man and his dad," Miles counters. They can't make him choose between Peter and his dad. "Did you tell him today, when you enrolled, that you want to spy on Norman?"
"Of course not."

Thank goodness.

"We were at Oscorp which has cameras."
"Gwen that should not be your first-god damn it," Anya says, cutting herself off with a whisper. Gwen looks guilty but stubborn. Still stubborn.
"He deserves to know."
"For once our main priority isn't Harry."
"Miles!"
"Well it isn't! You're right, he would probably want to know, in fact he'll be mad we didn't tell him, but I don't care."
"He's our friend he deserves-"
"I don't care what Harry deserves. For once the world isn't going to revolve around what he wants."
"That isn't fair."
"I think it is. This is about whether or not we die and yet we're discussing whether or not we'll make Harry Osborn sad."
"He can help us," Gwen counters quietly. "He would help us."
"Would he?" Anya asks, sounding a lot nicer than Miles did. "He hates Spider-Man. Has since they met."
"Not enough that he wants Spider-Man to die."
"He thinks that Spider-Man is purposely ruining his life," Miles snaps. "I mean do you remember how mad he was at Spider-Man cause Harry thought, for literally no reason, that he got Harry kicked out of school? Harry was mad that Spider-Man 'stole the glory' when he didn't let Harry use an untested flame sword on an ice villain destroying New York! He blamed Spider-Man for the werewolf attack on Halloween even though the Hulk literally said that it wasn't Spidey's fault! He's happy every time Spider-Man gets attacked and praises the people who humiliate him! He may be your friend but he isn't mine and he isn't Pe-Spider-Man's. He isn't Spider-Man's. You can gamble your own life at Os Academy but you can't do that to us when we're the ones Norman's aiming a gun at Gwen."
"Miles."

Miles turns his head to look at Anya. She makes a small gesture towards his hands. He was gripping the countertop so hard he broke a massive chunk of it off.

"Sorry, I-damn it I'm sorry Gwen."
"It's fine." Her voice is quiet. "I think it'd be okay if we told Harry. But you're right. I'm not…I'm not the one who's going to pay for it if I'm wrong."

She finishes setting the rolled up cinnamon rolls in a pan and washes her hands. The only sound is everyone's breathing, the running water, and the hum of the oven.

"I would've liked to know my uncle was evil before he did something unforgivable. It feels wrong to take Harry's chance to do the right thing away."
"I know. Thank you for doing it anyway." Miles has no idea how to fix the counter. Maybe Peter and Otto can make a magic counter fixer machine. Or he can buy some super glue. He sets the pieces down and tries to smile. "Remember last year when our biggest concern was Otto's pop quizzes?" Anya smiles weakly.
"I liked those."
"Me to," Gwen offers.
"That's because you two are weird."
"Does he give you superhero pop quizzes?"
"He critiques my spider moves but I actually give him pop quizzes. He's failed every one of them so far."
"Okay what exactly is a super hero pop quiz?" Gwen asks, letting the subject change.

Miles and the others talk and joke while they wait for the cinnamon rolls to be done. It's different than a year ago. The place is empty and dusty because Gwen is on her own since her uncle is in jail. Miles's whole body aches from the bomb and every time he looks at the broken countertop he feels guilty again. Anya keeps looking at Gwen and Miles with a certain brand of grief Miles is to cowardly to name. It's still them though. Still the trio that met up to argue about water molecules. They still eat Gwen's weirdly flavored cinnamon rolls. Miles is glad they're all still friends. He's glad he told them about his powers. He's glad they didn't turn out like Peter and Harry. 

Chapter Text

Harry hasn't been to the zoo in years. Why would he? He's fifteen, practically an adult, and zoos are for kids. Yet here he is, staring up at the archway of metal animals and giant letters. He sighs and walks up to the ticket counter. He buys a pass to be at the zoo for the day from a bored looking cashier and takes one of the paper maps. It's clearly for kids but he has no idea where the right exhibit is and this is easier than wandering around all Saturday. Particularly when he's supposed to meet Peter at that comic store so they can get the new issue of their favorite comic.

"Straight till I pass the lions, turn left, go right at the giraffes," he mutters to himself as he walks.

He makes sure not to run into any of the kids or families around him. The zoo is apparently a popular place on the weekend. Should've remembered that. It takes Harry ten minutes before he realizes he must've passed up the lions because now he's at the seals which is the wrong section of the zoo. He sighs and turns around, retracing his steps. He remembers coming here with Uncle Ben and Aunt May for one of Peter's birthdays. Peter loved this place and said he only wanted to take Harry. He had other friends, other options, but he just wanted Harry. Harry can almost feel Peter's hand in his like he could when they ran through the crowd laughing together. Aunt May and Uncle Ben told them to slow down but they didn't mean it, not really. It was Peter's first birthday after his parents died and they were glad he was happy. As happy as he could be, given the circumstances.

This time Harry takes a left at the lions. He sees the giraffes almost immediately which can't be right because he thought he had a few exhibits before they showed up and he needed to turn right. Harry sits down on a bench and examines the map trying to make sense of the thing. Peter could definitely figure it out. He'd look at it and know exactly what turns to take while Harry was still trying to decipher where they are. He's tempted to call him and ask for help but Peter probably wouldn't pick up. Harry doesn't want to find out if he'd pick up. He's currently at the giraffes, so that means he should take a left and go to-wait. He can cut through the aquarium. He can see that building from here and, according to the map, the exit leads right to where Harry wants to be. The shortest distance between any two points is a straight line and this straight line apparently includes crabs. Or whatever they put in aquariums.

The aquarium is dimly lit and less crowded compared to the rest of the zoo. Kids are more into eagles or lions apparently. Harry can smell the sickly chlorine or whatever it is that stains the air in here. He knows he should walk quickly, burn through the building to get to his destination, but he can't help slowing down. This was Peter's favorite place. And Gwen's, now that he thinks about it. Gwen liked the small section on spiders. Harry makes a slight detour to the left to look at it again. He still thinks spiders are creepy, especially since Spider-Man and Kid Arachnid reign of annoyance and problem causing began, but she loved them. They have the basic spiders, tarantulas and whatnot, but her favorite was always the ghost spider. It takes a few minutes of looking but he finally finds it in an exhibit near the bottom of the left wall. The ghost spider inside is sitting on a web it made. It's teeth pincer things are giant and the only part of the spider that's brownish-yellow. The rest is white and hairy. The eyes are black staring up at him. It seems to be glaring at him, judging him almost. Harry ignores it-why would he care about a spiders opinions of him-and takes a picture of the spider. He'll send it to Gwen later. Remind her of the trips to the zoo they used to go on with her uncle-

Maybe he won't send the picture.

Harry starts walking again. He catches glimpses of turtles, schools of sardines, and stingrays. He feels bad for the ones inside of the touch tank. He remembers touching them along with Peter when they were younger. He wouldn't do it now. It doesn't hurt them, Harry knows that, but having to exist in a small tank while giant hands grasp at you and try to grab you sounds horrific. No understanding of the hands intent, no way to know they're even hands, just knowing something is trying to get you and you have nowhere to run. If it only happened once maybe that'd be fine. If it was never ending that would be fine too, almost. But they never know when it's coming. Harry doesn't think stingrays can understand time much less closing hours or holidays. Harry hopes that the stingrays don't spend their free time worrying about when the hands will be back trying to grab at them again. Harry hopes stingrays are spared from the agony of waiting for the next shoe to drop. Harry hopes stingrays can experience peace.

Harry keeps walking. He's nearly at the end, at the exit. He gets a glimpse of an octopus but doesn't stop to observe it or see how similar it is to Otto Octavius. He still can't believe his dad hired Otto. Man that was a bummer. Especially since the man works with Spider-Man. And Otto claims to be a genius. Harry can see the exit doors when he pulls up short. To his right is the shark exhibit. No one would know if he skipped it. No one else is here with him. No one would care. Harry looks at the exit doors, smiles a bit, and turns to the right. Peter was always a fan of the sharks. His shark phase lasted for years when they were little. On his birthday, the first time they went to the zoo together, Peter and Harry had promised one another that they'd always stop at the shark exhibit no matter what until they died. They had pinky swore.

Harry wonders what he did with all the shark toys and posters now that he's outgrown them. Harry hopes he still has at least some of them. Like the Lego sharks. They spent hours building those together.

The sharks are big. Massive. Somewhat terrifying. It'd be so easy for them to tear someone to shreds. It'd be seconds of their time and ruin their victims life. Peter wasn't scared of them though. He loved them. Knew all the silly facts. His favorite was the goblin shark. He called it the Hobgoblin shark, since he thought that sounded cooler. Harry touches the glass on the Hobgoblin's tank and smiles a bit at the shark swimming inside. He can practically hear Peter's voice rambling on about the facts while Uncle Ben nodded along and asked questions. Ben knew the answers to everything. It was simply to encourage Peter to keep talking. Aunt May snuck Harry off to the gift shop and asked for his help choosing Peter's gift. He had the best time helping her choose the perfect shark toy.

The shark swims around silently entirely unaware of Harry's tears or his grief or the wave of pain that suffocates him every time he thinks about the Parker's. He misses Uncle Ben. He misses Aunt May and the joy she used to have. He misses Peter. Part of Peter died that night and Harry knows it. It isn't fair. None of this has been fair, not since the start. Not since his parents died and Peter moved here to live with his aunt and uncle who he barely knew. It isn't fair. His dad would scold him for using such an absurd word. Has scolded him, the one time Harry mentioned Uncle Ben's death. He'd also gotten mad at Harry for calling him Uncle even though Ben had said over and over again that Harry was more than welcome to. Norman said Harry was disrespecting the dead. Harry had nodded along. Harry still called him Uncle Ben in his head though. His dad can't decide what Harry does in his head.

Harry doesn't remember the toy he and Aunt May got for Peter. He got Peter so many over the years, his nannies were always exasperated with him for it. That was one of the main reasons his dad started giving him an allowance because he was constantly asking to give Peter things. Peter told Harry he didn't have to, but Harry wanted to. He wanted too so badly. Every toy, every puzzle, every pair of silly socks was Harry trying to figure out how to…he didn't know the words back then. He didn't know the words for best friend or 'I love you' for people who weren't family. Harry loved Peter without knowing the words because Peter is his best friend. Until Harry figured out the words Peter got silly socks (and after Harry figured out the words Peter still got silly socks, had to keep the collection going). Harry doesn't remember what he bought Peter that year though. Or what Aunt May bought Peter with Harry's help. He gets out his phone and dials her number before he loses his nerve (he's lost his nerve a lot lately). He expects to be sent to voicemail and get a text from her later but she picks up almost immediately.

"Harry? How are you?" Oh man Harry missed her voice.
"Hey Aunt May." His voice cracks a bit. Harry scrubs the tears off his face roughly even though she can't see him. "Do you remember that birthday, where we went to the zoo?"
"Of course." Her voice sounds fond. Like they're discussing it over a plate of wheat cakes. "That was a great day, wasn't it?"
"It was. Peter loved the sharks." Aunt May chuckles.
"That boy loved sharks more than almost anything back then. You were scared of them, do you remember that?"
"I was cautious." He knows she's smiling on the other end of the line. "They do have a lot of teeth."
"Yes they do." If it was Norman he'd remind Harry that there's a wall of glass between him and the teeth but May doesn't do that. She just sits in comfortable silence with him for a few seconds both of them undoubtedly remembering that day. "You were so happy. Said it was the first time you had ever been to a zoo."
"It was?"
"It was," Aunt May confirms. "We made sure to show you everything. We still have that map you wanted to take home. You said your dad would make you throw it away so we promised to hold onto it for you."
"May," Harry says, smiling despite himself, "it's been almost a decade since then."
"Well we couldn't let Peter's best friend down. I forgot it was important and nearly threw it out once before Ben reminded me." Harry wants to ask how that conversation went. If they laughed at Harry for being silly about the map or if he treated the paper like it was important. If they remembered his request fondly or felt like they had to keep the thing or he'd be upset. "Ben kept a sticky note on it after that to remind us."
"That sounds like Uncle Ben."

Harry remembers that Peter insisted on burying Uncle Ben with a pad of sticky notes. He left them all over the place when he was alive and the idea of Ben being without his signature red stack of notes with a blue pen made Peter uneasy. Harry's pretty sure Peter wrote on some of them. Harry's pretty sure there were tear stains on the notes. Harry's pretty sure Ben wouldn't have cared less about the notes but Harry would've fought tooth and nail to make sure they got in that damn box.

"Aunt May?"
"Yes hun?"
"Do, do you remember what we got Peter?" Harry asks quietly. "For that birthday?"
"You got him a goblin shark. He called it his hobgoblin shark."
"He called all the goblin sharks that."
"Yes, but that was the first one. You got picked it out so Peter wanted to make sure you were in the name." What? "Harry Osborn. He said Hosgoblin shark didn't sound very cool so he took the letter from your first name and the O and B from your last. Hobgoblin." Harry didn't know that. He thought-Harry doesn't know what he thought. That Peter just liked the sound of it. "In English folklore a hobgoblin was  spirit that went to peoples houses. Sometimes it helped them and sometimes it caused mischief. Peter said it reminded him of you. He still has that shark on his shelf. I think it's the only thing he actually dusts," May jokes.
"I forgot."
"Of course you did. You were both so young." Harry wonders what else he forgot. What ways Peter said 'I love you' before they knew the words for best friend and before their fist bumps. "Are you alright dear?"
"I'm good May," Harry promises. "Just visiting the zoo and thinking about stuff."
"You should invite Peter next time. He may say he's over his shark phase but I don't quite believe him."
"I will. I promise. Tell Pete I said hi when you see him?"
"Of course. You're always welcome here, Harry. With Pete or not."
"I know Aunt May."
"Good. Bye Harry."
"Bye May." Harry puts his phone back in his pocket and stares at the Hobgoblin shark.

Harry remembers playing with that toy shark and having them all try to eat each other or go to a shark dentist. Peter thought it was super fun that sharks could regrow teeth which meant they could have all their teeth pulled out and still get them back. He would use a lab coat and pretend to yank out all the sharks teeth over and over. He said he needed to sell them on the black market to pay for dental college. Harry pretended to be the sharks lawyer while they sued Peter the shark dentist for medical malpractice. In the end Peter always had to run from the law. Harry normally did to since he wasn't the most legal lawyer in the world. They would go on the lamb together to hide from the shark police. That game was great.

He smiles softly, remembering that he has the real Peter Parker to get to, not just the one in his memories, and gently fist bumps the glass of the tank. He walks out of the shark area and through the exit doors getting one last breath of sickly chlorine air. When he opens the doors he is met with absolute chaos.

"WHY ARE YOU MADE OF BEES? HOW CAN I BEE EXPECTED TO FIGHT A GUY MADE OF BEES? Get it, cause be and bee? Yeah you get it."

Why is Kid Arachnid here? Why are spidermen always around when Harry is simply trying to have a good day?

"STOP IT WITH THE JOKES." The purple guy whose lower half is made up of a tornado of insects is glaring at Kid Arachnid. He hasn't noticed Harry.
"You don't like jokes? That is really odd bee-havior!" Kid Arachnid chuckles to himself as he swings onto a tree to avoid the bench currently being thrown at his head. Everyone else has run off and evacuated already because they were aware about the weird guy in a purple suit and the weirder guy in a red and black suit but no Harry was to busy thinking about sharks to hear what was going on. The exit is going to be way closer to get to if he can just go to the left and take that turn, it's only a few dozen feet away, then he can be out of this place and away from that spider person. And also the bee person. "Seriously though that bee-nch is public property!"
"Your jokes are terrible."
"Wow, tough swarm. Why can't you just buzz off if you think my puns are so-OW. DID YOU JUST STING ME?"
"You deserved it." Harry takes a few steps to the left trying to be as quiet as possible. Not that either of them would notice his footsteps between their own yelling. Arachnid is currently on a lamppost and glaring at Bee-Man.
"I did not-does that mean your stinger is inside of me cause that is just gross." The purple guy who is, again, made of bees crosses his arms.
"What's gross if your treatment of this city and the innocent civilians you put in danger with your silly acrobatics!" Harry likes this Bee-Man. Maybe he could get his dad to hire him, he's hired a bunch of other people who have tried to kill Spider-Man and Spider-Man 2.0 why not the bee guy? Bee-Man entirely turns into bees and flies at Kid Arachnid who webslings away.
"Can't you make up your mind? Are you a man pretending to be a bunch of bees or a bunch of bees pretending to bee a man?"
"Oh shut up." Harry isn't sure how Bee-Man can talk without having a mouth-maybe he uses the bees mouths?-but regardless Arachnid ignores him.
"You've been chasing me all over town! You're the one who should buzz off!"
"You already used that one," Bee-Man informs him as he materialized behind Arachnid and punches him in the back of the head. Arachnid falls forward off the side of the building and slams into the ground. Arachnid groans and rolls over onto his back.
"You're the worst," Arachnid mutters.
"At least I don't hurt innocent civilians."
"We're at a zoo," Arachnid reminds him. "You chased all those people out."
"I made sure no one was hurt," Bee-Man says, waving a hand through the air casually. "Unlike you."
"When have I ever hurt innocen-OW. Stop hitting me in the face!" Arachnid flips up and darts away from Bee-Man. Bee-Man chases after him, going to the right, and they disappear as they turn a corner.

Well. That was interesting. Harry looks to the left, where the exit is, and the right. He takes a chance and rushes forward quickly. The exhibit he came here for, the reason he risked being late to meet with Peter, is a right ahead of him. Might as well see it before he leaves. Harry stands at the railing and looks down below at the enclosure where a rhino is lumbering around without a care in the world. A rhino with a messy stump where its horn used to be. Harry ties the rope he brought to the railing and lowers himself down the edge of the enclosure. Man is he glad that rope was long enough. He puts his mask on and tosses a sedative bomb at the rhino. The same tech Norman stole from Horizon for Harry. The dispersal unit, at least. The airborne sedative was made at Os Academy. Harry waits a few moments while the rhino drops to the ground. He grabs the horn he stole from Gwen's house out of his bag and puts it on the jagged stump on the rhinos skull. They match up perfectly.

This was the rhino Jackal used to create his rhino serum. The thing that turned Aleksei into a rhino human hybrid. Harry has no idea how Jackal got into the zoo or why he choose to take the entire horn rather than a skin sample but now he knows for sure and certain that Jackal was here. Harry will come back another day and see if any other animals are missing vital parts of themselves and interrogate the people who work here to see if Jackal had an inside man. First the rhino, now the Lizard, not to mention the spider people and Bee-Man…Harry would bet money that Jackal has a hand in all of it and that his plans haven't stopped just because he's locked behind bars. This is Harry's first step towards proving that to his dad (this is Harry's first step to proving Gwen has nothing to do with her uncle's plans).

Chapter Text

Otto hasn't had a Saturday without scrambled eggs in years. Even when he had a lecture in the early morning or needed to get on a plane at the crack of dawn he was up early enough to make scrambled eggs. The routine is drilled into his mind. Has been since he was far younger than nineteen. He starts by putting a pan on the stove top and leaving a chunk of butter inside it. While that melts he gets out a cartoon of eggs and sets it on the counter. Next comes the salt and pepper. Once they're all lined up on the counter Otto starts cracking the dozen eggs. No shell ever lands in the pan. Then he scrapes the bottom of the pan with a spatula and adds a dash of pepper and a lot of salt. At any given moment Otto has at least two cartoons of eggs, seven bars of butter, and the massive containers of salt and pepper. He likes being prepared.

The routine hasn't changed with the metal arms. It's one of few things that has remained stagnant. Otto grabs the ingredients at the same pace. Cracks the eggs at the same pace. Scrapes the pan and adds salt at the same pace. He can't make the eggs cook at a faster speed. Not without burning the edges while the inside remains raw. Otto is good at being patient and waiting. Scrape the bottom, add salt, wait a minute or two, scrape the bottom, add salt. So on and so forth. It's dull. Mind numbing no matter how many formulas he tries to come up with or how many lesson plans he crafts. Once it's done he turns the heat off the stove and grabs a plate from the cupboard. The eggs are scraped onto the plate, the spatula is left in the sink along with the pan, and a fork is put next to the eggs. Otto once calculated how much it had cost him to make eggs since he moved out. Around 1300 dollars, rounding down. The expense would've been reasonable if he ever ate them. Instead they sit on the counter until he dumps them down the garbage disposal and goes to bed.

For this Saturday the issue has been resolved. The eggs are done, steaming on their plate, and the counters have been wiped down. The place may smell like egg but they require no more of Otto's attention.

"Professor Otto?" The boy is here and he is nearly on time. Otto didn't think that was possible. He double checks his watch as he heads towards the door. Five minutes late is far better than usual. "I know in the text you said I can walk in but I couldn't tell if you were kidding."
"I never joke Mister Parker." The boy looks slightly better than he did yesterday. Still shaky and the bags under his eyes are still deep but he isn't as pale. "Come in, you're letting all of the cold air out."
"You're pretty good at jokes, at least as the Octopus." Oh, right, Otto is supposed to be quippy. Otto sighs.
"You are welcome to walk in when you wish." Peter looks vaguely confused but nods anyway.
"What do you want to work on first Professor Otto?"
"I want your ideas on adjusting the webshooters for the pressure that will come with the new web fluid. And it is Otto Mister Parker."
"If I call you Otto will you call me Peter?"
"No."
"Do I have to call you Otto?"
"Yes."
"Okay fine. That sounds like a good plan Otto."
"Obviously. Come along." The boy follow him to the same area they used yesterday. Peter's trying to hide it but he's limping. Otto doesn't comment on it and half listens as he suggests materials they could use.

The injury looks bad. Whatever way Parker got injured isn't something he's been able to brush off. Otto can see the winces as he shifts his weight from one leg to the other and as he walks. He's trying to hide it. If Otto was solely the boys teacher he'd make him go to a nurse but unfortunately for the both of them that isn't an option. Particularly because Otto doubts this injury occurred from a normal child pastime like skateboarding or shelving books. Whatever it is kids do in their free time if they don't work alongside a hero who never takes the time to ensure they're alive. Spider-Man possibly doesn't know about whatever it is that happened, but Otto doubts it. Peter likely got injured helping the man. It's a long game, Otto reminds himself. He can't isolate Peter immediately, he'll make some absurd decision (like the girl joining Os Academy). He has to give Spider-Man and Parker time to grow apart and stop leaning on one another before he takes over as the spiders tech supplier. Acknowledging that it is a necessity doesn't make their current predicament any easier to navigate.

"So I think if we use-"

Peter steps to the side, moving to grab something from his bag, and Otto can hear the crunch of something that shouldn't be crunching. The boy falls forward like someone used to collapse. Aiming to land on his side, arms braced for the impact, eyes somewhat foggy but still aware of his surroundings, adjusting himself mid-air for the harsh collision with the ground. That collision doesn't come. Otto grabs the boy with one of his metal arms, not releasing him even when he stands on his own.

"What," Otto asks calmly, "happened?"
"I must've twisted my ankle in a weird way when I-"
"Mister Parker you have been limping since you arrived," Otto says, not bothering to keep the disdain out of his voice. "What did you do."
"You see, there was this pigeon-don't give me that look there really was a pigeon!" Otto pinches the bridge of his nose. Teenagers. "Can you let go of my jacket now?"
"No. You shouldn't put weight on your leg."
"It'll probably be fine, the crunching barely even sounded that bad."
"That isn't a sound bones should be making Mister Parker."
"I may not have a doctorate in medical stuff but I do know that."
"Then why were you attempting to walk on it?"
"I have kinda a busy day." Otto unceremoniously grabs him with the metal arm and dumps him on the table. "I can walk I don't need to be carri-"
"I'm calling your parents if you argue anymore." Peter looks amused.
"You can give it a shot. It'll be pretty impressive if they pick up." Well they clearly aren't aware of how dangerous their sons hobbies are. It makes sense they wouldn't be- "They aren't absent or neglectful or anything. Just dead." Great. Peter Parker is an orphan. Of course he is.
"A sticky note," Otto mutters to himself as he walks away, "what I would give for a damn sticky note."
"Should I follow you?"
"Do not get up from that table Mister Parker!"

In Peter's defense he had tried to be on time. He left school when he was supposed to, so he could get to bed early, but there was that bank robbery. He ended up going to sleep around 2 am. Peter set about a dozen alarms, slept through half of them, and still left the house on time. It wasn't his fault that Scorpion attacked a museum. A train museum. Peter got hit by a train. Not even in the cool way, it was in the 'a man in a green suit of armor threw a train at me, pinning me to the ground, while a group of kindergartners on a field trip screamed in terror so I couldn't even say the f word to vent my frustrations about getting a heckin' train thrown at me' way. Spider-Man beat Scorpion in the end, webbing his unconscious body against the ground, and leaving before the cops showed up to shoot at him or something. Peter still can't believe the guy threw a train at him. A train. Who does that? Webslinging wasn't to bad with his throbbing leg. The air against it hurt but it could've been a lot worse. Landing outside of Otto's place and realizing he was going to need to walk was awful. He had debated being lazy and putting his civilian clothes on over his Spider-Man outfit but decided not to risk it. After all Otto might want to improve the suit and Peter would have no good reason to be wearing the thing.

Peter is very glad he fully changed because it definitely seems like Otto is going to be looking at his leg and probably yelling at him. Definitely yelling at him. Peter flops backwards to lay on the table and stares up at the ceiling of the warehouse several dozen feet above him. Maybe he should make a break for it. Go out the window or rush out the door and send Otto a text about a family emergency. Otto didn't know his parents were dead until three minutes ago, Peter could act like his uncle died today rather than months ago. Peter probably shouldn't have mentioned the dead parents thing. He normally doesn't but it's a bit hard to focus when your leg is-well when your leg is like that.

He's had worse. He'll be fine in a week or two. The main problem right now is-

"If you got up I will drug you so you stop moving." Otto's back from wherever he wandered off to. Peter sits up, trying not to groan. His ribs are also aching and he does not need Otto to yell at him for that to.
"I'm pretty sure I could sue you for that," Peter quips back. "Also my aunt would, like, totally murder you." Aunt May was already a bit surprised to hear that Peter was going to work with Otto again. If Peter went back half conscious and clearly drugged she would probably set Otto's base on fire. Otto doesn't seem to find Peter's jokes as Peter does. "I'm really fine." Otto looks unimpressed.
"Tell me what happened. Now." Otto sets the bag he reappeared with on the ground and starts digging through it.

I was fighting Scorpion when he threw a train on top of me and most of the weight crushed down on my leg and I kept yelling puns to try not to say the f word cause there were little kids around and I didn't want to ruin their innocence.

"Well Mister Parker?" Peter hates being called Mister Parker. Parker is his uncle's name. His aunt's name. His parents name. They were all good people. Meanwhile Peter let his uncle die cause he couldn't be bothered to care about other people, only his own fame and success in wrestling of all things. Apparently getting hit by a train makes him morbid.

"Just tell me what you did before you got here."
"There really was a pigeon," Peter lies. "This old lady was feeding pigeons at the park. This drunk jerk came over and stole the stuff she was feeding them with and started kicking the birds. She was begging him to stop and he grabbed her. Naturally I hit him in the back of the head." This actually did happen in his early days as Spider-Man. In real life the guy passed out and when he woke up he was webbed up and Spider-Man was comforting the old lady and trying to do bird first aid. "He didn't like it very much so he stomped on my leg. Kinda a lot." That sounds like it could match up with being hit by a train, probably. "It'll fix itself."
"Remind me, what adjective did you use for your bones earlier?"
"Totally fine and healthy?"
"Mister Parker."
"Crunch. They crunched," Peter admits. "It doesn't hurt that bad."
"Is it numb?"
"No." Peter wishes it was numb. "Are you going to make me go to a doctor, cause I don't have health insurance."
"I am a doctor."
"Are you going to try and fix it?"

Should Peter argue if Otto does? That sounds like a hassle. Arguing or not arguing both sound like a hassle.

"No, I'm going to let you leave and hobble back to wherever it is you live with an obviously broken leg and hope you aren't taken out protecting pigeons."
"That was sarcasm, right?"
"Yes." Peter huffs and mutters to himself. "What was that Mister Parker?"
"It looks worse than it is, okay?"
"You are not filling me with confidence." Peter unceremoniously pulls his left pant leg up to about his knee. His shin is where most of the damage is. "How did you get here."
"Walked."
"On that."
"Yeah."
"Are you made of painkillers?" Peter can't help laughing. It starts out small but grows as time goes on.
"I wish I was made of painkillers."

His leg does look pretty terrible. There's some gashes where the train broke through his muscles and skin. He hastily stitched them up in the alley outside Otto's place-he was already running late-and slapped some shark band aids on it. The messy stitches aren't doing the injuries any favors but it stopped some of the bleeding. You can see where his leg is angled incorrectly, dipping down then up like a small dish. Definitely not straight like it's supposed to be. Pretty much all of his skin looks like a massive bruise. A mess of purples and greens and yellows and red from blood that escaped his skin. It's gross.

He feels like his heart has moved from his chest to his leg. It's throbbing so intensely Peter feels like, if he looked down at it, it would be pulsating. When he put weight on it the pain radiated up his leg in sharp horrific bursts. When he fell, when Otto had to grab him because that wasn't embarrassing at all, he had felt something in his leg crunch as it pushed against itself. The edges of his bones ground against each other and Peter could feel as sharp pieces cut through his flesh The stitches are pulling at his skin uncomfortably. His flesh feels bunched up and he doesn't like it. That almost bugs him more than the broken bones. The feeling of skin and muscle squashed up to tight. He wants to push at it until it goes back to normal, wants to squash the feeling until it wears away. He's sure the swelling is making it worse. It feels worse than it did ten minutes ago.

"Did you do the stitches yourself?"
"There's no good way to answer that question."
"Mister Parker."
"I have a busy day!"
"Where is the person who did this?"
"I dunno. He ran off." Otto pinches the bridge of his nose. "It's really not a huge-"
"If you minimize your injury one more time we are going to an actual hospital."
"So we can handle this here?"
"I'm trained as a surgeon for a few years. I can handle this without assistance."

Seriously, where does Otto find the time?

"How far did you walk?"
"It's kind of a blur." That much is true. "How long is it going to take you to fix it?"
"What do you need to do that is so important?"
"Me and Harry wanted to go buy comics."
"Teenagers."
"You're also a teenager."
"Barely." Otto straightens his back and looks Peter in the eyes. "What else did you do."
"Hmm?"
"Give me an answer Parker." Peter sighs.
"Mild bruises from falling. They'll heal on their own."
"Anything else?" The cut on his arm, aching ribs, a million cuts and bruises scattered across his skin, minor burns from that fire yesterday. All of which will disappear in a day or two. Thanks spider healing.
"No. Promise." Is it really a lie if it'll fix itself before Otto finds out? "Can I watch you fix my leg?" Then he can do it alone next time. Only so far google can get you. Otto looks vaguely confused, like he can't tell if Peter is kidding or not.
"It's surgery."
"I know."
"Parker you will be unconscious." Good luck with that, his metabolism means drugs barely work. Is Peter going to have to pretend to be unconscious the entire time? That would be incredibly boring. "What injuries have you had in the past that make this one seem so casual."

Being shot, being shot and forgetting to take the bullet out, suffocating in sand, being thrown off a ferris wheel, being screamed at by Vulture which was particularly awful because of his enhanced senses, getting blown up a few times, getting hunted by Kraven and nearly eaten by a lion, fighting werewolves, being trapped in burning buildings, getting beat up by a rhino, getting beat up by security guards, getting beat up by an alien symbiote, getting beat up by Flash as a kid, breaking his other leg when he fell after his webshooters ran out of webs all of a sudden.

"I broke my arm when I was a kid," Peter admits. "Fell off the jungle gym." Otto doesn't look impressed. "I've always had a high pain tolerance." And the mask is helpful so no one can see when he cries. Sometimes it isn't even an emotional reaction, he doesn't have the energy to care that he got hit by a car, but his body still needs to cry. The science behind crying is interesting, the relief it can provide. Not as good as painkillers though. "Do I have to be unconscious?"
"Well I'd certainly prefer it."
"What if I promise not to talk?"
"Why would you want to be conscious." Peter shrugs. Otto sighs once again pinching the bridge of his nose. "I'm doing an x-ray. Then I'll determine if you can be awake."
"Thanks Otto."

Otto is going to yell at Spider-Man, long game be damned. He thought the boy was endangering his academic success and straining his personal life not risking his safety. Otto doesn't believe the pigeon story for a moment. Even if he did it wouldn't matter. It's barely about the cause of the injury or even the injury itself. The boys reaction to it is what's worrying him. Parker's boredom with it, his attempt to ignore it, his aversion to painkillers are all horrible signs that he's done this before. Kid Arachnid is in this whether he wants to be or not, Spider-Man had every reason to mentor the boy in being a hero, but Parker is different. He does not have to be prepared for attacks or threats to his life. Otto misses a week and a half ago when he solely felt mild disdain for the boy. Otto admires Spider-Man. He thinks Spider-Man is a good hero. A good man, even. But he has failed in regards to Parker and Otto can't-

This could've ended very differently. If the injury had been near organs, if the boy had been in danger of bleeding out, if the attacker hadn't stopped when he did. The boy wouldn't have gone to a doctor on his own. Even if he eventually realized it was serious it might've been too late. Otto had assumed-Otto needs to stop assuming. Spider-Man was right about that. Otto assumed the boys parents were aware of his arrangement with the hero but apparently his parents are dead. If his caregiver doesn't know then is Otto obligated to tell them? He's a mandated reporter, all teachers are, but this feels more complex than that. If Parker dies trying to save others and his caregiver is never given a chance to talk him out of this…that would be wrong. Otto can feel deep in his bones how wrong that would be. Can they though? Can they get Parker to take a different route, choose a different life, end up in a different place than dead in a gutter or stumbling home with a broken leg? If they can't and they still ban the boy from trying to protect others he will double down on his efforts. Things will spiral out of control quickly and ruthlessly. Parker won't go to Otto if he is the one to tell on the boy. He likely won't go to Spider-Man or Kid Arachnid out of their association with Otto. Will telling the boy's guardian stop this in it's tracks or isolation him further?

Otto doesn't have a doctorate for this situation.

"Are the x-rays really that bad?" Otto doesn't look at the boy, he'd rather not see his face at the moment, and tries to focus on the screen. The break isn't as bad as it could be. There are a few small shards of bone Otto will need to remove but the bone only needs to be minorly adjusted and it will heal correctly. Otto says as much to the boy. "So I can probably still hang out with Harry?" Peter asks as he picks at the shark band aids on his mess of a leg. The sharks are stained with blood. Otto is yet again forced to remember that the boy is fifteen.
"You shouldn't walk on that leg until it's healed," Otto says, ignoring the question, "and you will have to find something to tell your aunt." Otto assumes his aunt is the one taking care of him. Otto wonders if she is to busy to notice or if Parker is a better liar than he appears. Otto hopes it's the second.
"Spidey knows this, uh, magic user that makes wounds and stuff heal faster. It should probably be fine in a week or so." Otto would like to know how many times that has happened. Spider-Man taking Parker to get injuries fixed then releasing him again to do as he pleases. "So I don't really have to tell her, I could just say I sprained it."
"You could do that."

Otto knows he is going to have regrets about today. No matter how it ends he is going to regret whatever he chooses. He rarely has regrets. He rarely fails badly enough that he needs them. He's a genius, one of the smartest people on the planet, and he is better than regret. Today though there is no avoiding it. If Parker dies protecting others on the spiders team he will always wonder what could've changed if Otto went to his aunt. If Parker dies protecting others on his own, while sneaking around his aunt, he will always wonder what could've changed if Otto had kept mentoring Peter on his own. There is the chance that his aunt will succeed and the boy will leave this life behind but would Spider-Man let him? Otto will have to discuss Parker with Spider-Man no matter what he decides on with the aunt. If he goes to Spider-Man and makes the man see sense then Parker will resent Otto for taking away his ability to help others. If he goes to Spider-Man and the man refuses to listen and kicks Otto off of his spider team Parker will no doubt feel as if he needs to distance himself as well. Then again the man might let Parker go. But if…if his aunt is unable to convince him and Spider-Man abandons him Parker will handle things alone.

In the end Otto has to decide if he can trust Spider-Man to let Parker go and he has to decide if he can trust the boy's aunt to talk him out of this. If they succeed Otto will have to abandon the boy as well. Existing near heroes will not help him exit that life. Can Otto trust him to be alright on his own? Can he trust his aunt to take care of him when she missed all of this?

"Otto?"
"I could potentially do the surgery while you're conscious. The main concern, since you clearly aren't bothered by the pain, is that you would move."
"I passed kindergarten. I can sit still without fidgeting," Peter promises lightheartedly.
"If you change your mind say so."
"Will do."

It was actually kind of interesting to see how it looks for someone to fix a broken leg and stitch it up. Peter's only seen that before on tv. He was worried about spider healing kicking in-the magic excuse he used was already barely believable and Peter had no idea what he'd say if the skin stitched itself closed while Otto worked-but apparently he was hungry and exhausted enough that didn't kick in. Who knew Peter would ever be excited that his healing was taking a day off? Otto had asked Peter a few questions while he worked, mostly about what Peter did to his leg before getting here. Peter made sure to point out that normally he's a lot better at stitches but he was in a rush. Otto didn't react to the statement. He did let Peter bandage the leg on his own and hadn't even redone it. Pretty sure that means Peter did a good job.

"Can we work on the spiders tech now?" Peter asks as he fixes his pant leg. Otto definitely did a better job with the stitches than he did. His flesh no longer feels like a bunched up dirty t shirt on the floor of his room.
"If you remained seated, yes."
"I can wa-"
"We are avoiding that."
"I've done i-"
"Mister Parker," Otto says sharply, "we are not undoing the work I just finished."
"Can I walk on my hands?"
"No."
"But they're nowhere near my leg."
"If you fall you're going to make your leg worse." Probably true.
"Can we keep working on the webshooters?" Otto nods and walks off, probably going to grab stuff.

Peter looks down at his leg again. That's the first time someone's, well, that's the first time someone helped him with a real injury. He doesn't count the school nurse visits for bruises and minor cuts. He feels a bit jealous of Miles who has always been able to go to the hospital or, more recently, Otto. That was a lot easier than doing it himself. He leans down to poke his leg. The pain radiates through the spot again but it's muffled by bandages. Actual bandages not webs. Peter bites down on his tongue, unsure why the difference feels so intense. They both do the same thing. Same end result.

"You said these materials could work." Peter looks up at Otto whose carrying a box. "We'll make prototypes out of them and see what works best."
"That's a lot of prototypes."
"Well you have time."
"I gotta go at-"
"Cancel with the Osborn."
"What if I used crutches while I walk around?"
"I've met you, you'll discard them the second you're out of my sight." Dang it.
"I have to go home eventually."
"Agreed." Otto doesn't offer anything beyond that. Peter is being to feel vaguely like he's been kidnapped.
"Eventually meaning sometime today," Peter clarifies.
"Yes, Mister Parker, I am aware."

Maybe Peter could sneak off when Otto's distracted? Then he could still meet up with Harry. Harry who would have questions about why Peter is limping and would definitely bring it up with Aunt May. Something Peter can't let happen. He gets out his phone and reluctantly texts Harry, saying he has to cancel and apologizing over it. Man, Peter is a bad friend. He grabs a piece of tech and gets to work. He can focus on Spider-Man stuff. Spider-Man did a good job today, saved people, even if Peter Parker failed.

They work alongside each other quietly for awhile, trading words every now and then as they discuss the tech and what the spiders need the most. They debate adding in different types of webs but that sounds like too big of a hassle for now, so they table that idea for a later date. Otto brings up the power amplifier Peter made a few times and persuades him to write the plans down. Peter doesn't think there's any point in it but he kinda owes Otto. Otto will see that it's pointless eventually, that the idea is a pet project and not profitable in the real world, and drop it. Peter can humor him until then. Peter is trying to figure out what excuse he can use to get home, because he really needs to eat, when the doorbell rings. Otto looks surprised by it.

"Did you know you have a doorbell?" Peter asks, mostly kidding.
"No." Does Otto have, like, any friends? Otto definitely doesn't have friends now that Peter thinks about it. Doesn't he get mail delivered? Mail people use the doorbell. "Wait here."
"What if it's a super villain?"
"They wouldn't have rang the doorbell." They both hear the door swing open and footsteps inside the warehouse. "They still rang the doorbell," Otto says, cutting off Peter's remark. He stands up and leaves the room giving Peter a look that clearly says not to get up.
"Otto?" Gwen? Why is Gwen-
"Hey!"

Otto doesn't even turn around, just walks away like he didn't web Peter's hand to the table. Peter's never had his own webshooters used against him and frankly he doesn't appreciate it. Peter could totally drag the table with him and go after Gwen but that would be super suspicious.

"Otto are you here?" Her voice is ringing through the warehouse. "Ott-Oh thank goodness." Clearly Otto got to her. No one is yelling, things seem fine. Maybe it's simply a school thing? Peter can't think of any other reason she'd come to Otto's place. After a minute or so they both reappear in the room with Peter.
"What are you doing here?" Gwen asks, looking tired and confused. Man she looks tired.
"Working on tech with Otto."
"Why are you webbed to the table?"
"Cause Otto kidnapped me." Otto rolls his eyes.
"He injured his leg. I fixed it. That," he says, gesturing to the webs, "was to keep him from ruining my efforts."
"Yeah, like I said, I've been kidnapped," Peter jokes. Gwen smiles a bit but it doesn't reach her eyes. "Are you okay?"
"I-yes. I'm fine." She doesn't seem fine. "I thought I saw someone following me," Gwen admits sounding almost sheepish. She adjusts the collar of her signature pink jacket. "I wanted to make sure Otto was fine."

Since when does Gwen call him Otto? She always made sure to call him Professor even when he wasn't around.

"I can leave if-"
"You're staying."
"See?" Peter jokes. "He's started kidnapping people." Gwen smiles a bit and sits on the table next to Peter. "Can I have my hand back?" Otto rolls his eyes but he does spray web dissolvent and free Peter's hand.
"You'll need both your hands to work on tech for Spider-Man," Gwen says sort of casually. 
"Sorry I didn't tell you." Peter's still annoyed Otto let it slip but not much he can do about that now. He appreciates Gwen telling him that she knows. 
"I get it." Good, cause Peter really doesn't want to grow apart from anymore friends because of Spider-Man. "Otto, I can leave. I just wanted to make sure you weren't in trouble." Otto ignores her and walks out. "Well he's gone."
"He'll be back." Peter puts his shoulder against Gwen's. She leans against him and puts her head on his shoulder. "Are you okay?"
"It…" She shrugs. "It's been a really long day," she admits quietly.
"Know how you feel. You should stay. Hang out with us for a bit."
"You're busy with stuff."
"Trust me we're barely getting work done. Plus, maybe you can talk Otto into giving us a tour."
"He just webbed you to the table so you wouldn't walk around."
"There's probably crutches around here somewhere." Gwen smiles a bit.
"Why do you want a tour?"
"Uh, cause it's a mad scientist lab," Peter answers. "Duh."

Gwen doesn't look right. Whatever happened, whatever she's not admitting to him, it isn't good. Her hair is a mess, her hands are shaking, her eyes are unfocused, and she seems smaller than normal. She keeps adjusting her jacket. Peter doesn't like the idea of her going home by herself especially because no one is waiting there for her. Even Otto wants her to stick around, since apparently they're friends or something, and Otto being nice is normally reserved for dire circumstances. Or circumstances he deems dire. Peter's leg totally would've been fine.

"I'll stay for a bit. So you aren't kidnapped along."
"Thanks, I appreciate it."
"I haven't kidnapped anyone," Otto reminds them with a look as he walks back in.
"Where did you go?" Peter asks.
"I called Kid Arachnid."
"Wh-"
"I wanted to see if he had concerns about being followed as well. He didn't."
"I think it was just my brain playing tricks on me," Gwen admits.

That's happened before, her thinking Jackal is back in the house when she hears random noises. Mostly at night. She'll wake up from a dream about him and…well Peter gets it.

"Regardless you're staying here until I can ensure no one broke into your home." Otto apparently took being a hero to mean 'I have to make sure all the random teenagers I run into are fine'. Spider-Man will tell him to chill on that front. Then maybe Otto will back off a bit. For now Peter's glad about it. He doesn't want Gwen to be alone.
"Since when do you know where Otto lives?" he asks, trying to change over to casual conversation.
"I informed Miss St-Gwen so she knew where to find me in case she had important information she did not wish to exchange over the phone." Peter doesn't get it.
"Information like what?"
"Anything she may find while spying on Norman." Peter blinks. "Miss St-Gwen has decided to join Os Academy to spy on Norman Osborn. I assumed she told you."
"I was getting around to it. Peter-"
"You can't do that Gwen, what if Norman tries to kill you?"
"He isn't going to-"
"That isn't even a little bit safe-"
"You're the one who broke your leg!" Gwen counters. "At least I can walk right now."
"Oh I could totally walk if Otto wasn't being annoying about it." Otto pinches the bridge of his nose and sighs.
"Teenagers." 
"You're also a teenager!"
"Peter's right, you are also a teenager."
"I'll be twenty in a matter of months. Go back to arguing with one another."
"Oh gladly, since Gwen apparently-"
"Changed my mind," Otto says, "that's also annoying." 

Chapter Text

Gwen hasn't forgotten to preheat the oven for years. Her mom drilled it into her head as a little kid and now she has it heating up and ready to go before she gets the ingredients out. Her uncle always found it amusing since he never remembered that step. She'd do it for him, and he'd joke about what he'd do without her. She'd say he'd manage just fine and he'd tell her he doubted it and they'd smile at each other. It was nice. A good routine. In the end he was right. She gets busy with school for a few months and he turns himself into the Jackal. Gwen focuses on the recipe in her hands. Today is about making a bunch of sandwiches, banana bread, and cinnamon rolls, not her uncle. The sandwiches are the easiest and she'll leave them for last since the main hassle there is putting them in individual plastic bags. The cinnamon roll dough is rising so she's got to focus on the banana bread.

The oven preheats as she grabs the ingredients. She gets four overly ripe bananas, a pack of eggs, vanilla extract, honey, cinnamon, baking powder, baking soda though Gwen is still unsure how those are different, salt, flour, and coconut oil. Applesauce was her uncles favorite, so she's stopped buying it, even to use in banana bread. Focus, she chides herself. She gets out the hand mixer and unpeels the bananas before dumping them in her bowl. She turns it on medium speed. It doesn't do anything. She shakes it a bit, trying to jump start it, and presses the on button. Nothing. Gwen spends a few minutes trying to figure out what in the world has gone wrong. She examines the wire, the whisks, and is about to unscrew the bottom and try to fix the wiring when she realizes she hasn't plugged it in yet. Whoops.

Since the mixer is finally working she beats the bananas into a pulp. If it was only for her she'd barely bother but Gwen knows she'll end up sharing with Anya and Anya does not like banana bites in her banana bread. Next comes one large egg. Gwen winces when some shell drops in. She fishes it out and moves on to the vanilla extract. She mixes those three together then adds about five tablespoons of honey. She got it from the farmers market from the nice old lady who clearly has memory problems cause every week she asks Gwen where her uncle is and every time Gwen has to answer "jail" which is a super fun conversa-focus. Gwen adds about five tablespoons of honey along with a tablespoon of cinnamon then baking power and baking soda. Every time she asked Uncle Warren about the difference between the two he gave a different silly answer. Sometimes he said one caused explosions while the other made implosions, sometimes he said that one turns your hair green and the other turns your nose orange, sometimes he said one made you do a handstand and the other gave you the hiccups. Gwen shoves the boxes back in the pantry a bit more violently than usual.

She puts in a pinch of salt and mixes again. She can almost feel her uncles hands showing her how to hold the handmixer in place so it didn't send batter flying everywhere. She had messed up the first few times and gotten goop all over the ceiling and walls. He had simply laughed it off and thanked her for the new hat. She switches it off when she adds a cup and a half of flour and two tablespoons of melted coconut oil. She mixes the last parts together and slams the mixer on the counter, ignoring the batter dripping off the whisks. She shoves a few handfuls of chocolate chips inside and grabs the muffin tin. She goes to the pantry to choose between muffin liners. There's the bright green ones, the purple ones, the ones leftover from Halloween with spiders on them-ya know what? Gwen grabs the rainbow ones, not looking at anything else that may or may not remind her of her uncle, or the spider slayers, and the spiders. She roughly shoves the rainbow muffin liners into the pan and scoops two thirds of a cup of batter into each of them. She made enough for twelve muffins and puts little chocolate chip smiley faces on half of them. Anya or Miles will eat those. She puts them in the warm and ready oven and sets a fifteen minute timer. Mission partly accomplished. Just the sandwiches and cinnamon roll filling left. Gwen starts looking for the butter. It's not on the right shelf in the fridge. She checks the butter container. Still nothing. Ugh. She grabs her phone and dials the number quickly.

"Miles did you eat the rest of the butter yesterday?"
"What?"
"Miles!"
"I can't hear you! I'm busy as a bee right now!"
"What does that even mean? Why are you talking like a pre-k teacher?" Gwen asks, shutting the cabinet door and rubbing her left temple. "Did you eat it or not?"
"Me and Anya ate it, we made sugar and butter sandwiches. So it wasn't just me."
"I left you two alone for six minutes!"
"We also finished off the bread." Gwen groans. "Anya's going to bring you more tomorrow."
"I need them now Miles."
"I apologize for eating your delicious kitchen supplies. I'll let you know faster next time."
"Or you could not do that."
"I won't lie to you, I respect you to much for that. No not you! You're the worst."
"Who are you hanging out with?"
"No one important, just a guy who won't buzz off." Gwen doesn't have time for whatever puns Miles is currently practicing. "I could try to pick up some for you later?"
"I'll get it on my own."
"Mind picking up some potato chips? I'm kidding, if that isn't clear." Well it's good he clarified otherwise Gwen would've been adding hot sauce to his cinnamon rolls. "Agh, okay, sorry I gotta go."
"Miles what are you-and he hung up on me." Guess Gwen is going to the store. On a Saturday. Because that won't be crowded at all.

Gwen should've given up on cinnamon rolls and sandwiches. She could've made anything out of that dough. Waffles, pancakes, sweet rolls, buns, monkey bread, pie crust, heck even cobbler but no Gwen went to the store to get butter. Also bread, but she could've made sandwiches another day. She could've eaten lunch at that smoothie place all week like Harry and Peter do. Sure that would've done a number on her budget but she could've done it. It would've been better than this. She adjusts her jacket grumpily and officially enters the store.

She avoids the nearby cart that's overflowing with bags of grapes, the people doing a handstand contest, and the kids trying to overturn a box of cabbages as she gets through the first aisle. She simply needs bread and butter. Two relatively easy to acquire things. Unfortunately for Gwen they'll both be at the back of the store because of manipulative marketing tactics. What she wouldn't give to have spider powers right now. Sure she'd become another target when Norman Osborn throws a hissy fit but she could also swing right above all this chaos. Gwen could wall crawl if she didn't feel like swinging. If she had spider powers she'd have options but nope. She's gotta walk, on the ground, to the back of the store.

She goes down the center aisle, the one that branches off to the left and right depending on what you're looking for, and tries to avoid being run over by a cart. That would be a terrible way to go. She can see the headlines now. 'Teenage girl gets mauled to death by a cart, just like her uncle made teenagers into rhinos so they'd maul one another do death' but you know snappier. Wittier. Miles or Spider-Man could find a pun in there somewhere. Gwen doesn't have that skill. She darts into a side aisle, grabs the first loaf of bread she sees, and steps back into the center aisle. She nearly tripped in front of an old lady buying a lot of dog food but thankfully disaster was averted. She's this close to the butter, she can see the refrigerated section, once she grabs that-

"Gwen." Gwen turns on her heel, hands up in a defensive position, looking for the voice. For her uncles voice. She can see him, the back of his head, as he walks away.
"Uncle Warren!" Why is he here? He shouldn't be here, she was promised he couldn't get out of jail. "Uncle Warren!"
"Keep it down," someone snaps. Gwen glares at them, drops the bread to the ground, and chases after her uncle. He seems to move even faster. He leaves the center aisle and darts to the side. She pushes people somewhat gently as she races after him. It's his haircut, his build, his favorite suit. It has to be her uncle. Her uncle who currently has a briefcase in hand which can not be a good thing.
"Uncle Warren!"

He wouldn't have called her name if he didn't want to talk to her. He wouldn't have come here to begin with if he didn't want to talk to her. He waited for Gwen at their house after he turned Aleksei into a rhino, he wanted her to come with him. To join him. He clearly wants her around despite everything so why is he running away. He takes another turn and they've officially entered the clearance section. It's still full of left over Halloween decorations, particularly ghosts and spiders. Gwen remembers decorating for Halloween with her mother and uncle, hanging up ghosts around the house and putting pretend spider webs on the lawn. She shoves the racks of decorations out of the way as she chases her uncle.

"STOP RUNNING FROM ME."

She grabs a plastic witches cauldron and throws it at him. It bounces off harmlessly but he slows down a bit. Gwen gets the vague idea that maybe running after her uncle, letting him lead her wherever he wants her to go, is a bad idea but she can't just-if he hurts anyone else then it's on Gwen's shoulders. If she fails to stop him here and now any blood he causes is on her hands. She rushes forward, gains as much speed as she can, and tackles him. They both collapse forward and hit the ground hard. Her whole body tenses as she slams into the concrete-she thinks it's concrete-floor and her head aches from where it thudded against the ground. She keeps a good grip on her uncles jacket. She refuses to release the fistfuls of bunched up fabric even as she turns him over and puts a knee on his shoulder to pin him into the ground.

"What are you doing here?"
"I don't know who you are kid!" That isn't her uncles voice. "I'm just tryin' to get milk!" That isn't her uncles face.
"Why did you run."
"You were chasing me! I panicked, can you let me go, I don't know who your uncle is!" Gwen just chased down a random innocent person and tackled them. "I don't wanna press charges or nothin' just let me go kid."
"I'm…I'm sorry. I could've sworn…" Gwen shakes her head out. Focus. She stands up and offers the man a hand which he, understandably, ignores. "Are you okay?"
"I'll be fine," he says in a rush, borderline running as he takes off. Gwen rubs her left temple.

She thought she heard her name. Gosh, Gwen could've sworn she heard her name. That man looked so much like her uncle not to mention the outfit similarities and the haircut and-and none of that changes that she tackled an innocent person. Man did she mess up. Her real uncle would probably be proud of her for ruining someone elses day. Gwen debates, for a few seconds, going to get her bread and butter but it feels absurd. Useless. Peanut butter and jelly sandwiches don't matter when you're so paranoid about your uncle that you-Gwen's phone is ringing. Why is Anya calling Gwen, she never calls Gwen. Gwen picks up as she starts walking towards the exit.

"What happened? Is Miles okay?"
"Who knows, I haven't talked to him all day. Where are you right now?"
"I was buying bread and butter since-"
"You shouldn't go home."
"What happened?"
"Someone broke in. I saw it on the security camera."
"I told you not to install those Anya!"
"Well, as your best friend, I went over your head." Of course she did. "They broke into your uncles office and ran off. They had a mask on but I'm trying to figure out who they are now."
"Great. Wonderful. Cool." Gwen is going to scream. "I'm going to find out what they stole."
"You are not, that's a terrible idea."
"I can't wander around and hope that my uncle isn't out of jail and messing with my head. I need to do something."
"What are you talking about?" Gwen quickly updates Anya as she gets out of the store and starts walking home. "That can't be a coincidence Gwen."
"It's not the first time I thought I saw my uncle."
"It's the first time you've heard your name."
"Well it was probably a distraction so one of his hench people could break into my house."
"You shouldn't go back there, not until we figure this out."
"Where else should I go? Keep wandering around New York like a target with legs? I can't go to your place or Miles if I'm being stalked."
"…I have an idea."
"Am I going to like this idea?"
"Probably not."

How does Gwen even start this conversation? Hey Otto, I know we talked yesterday about working together, mind if I stay at your place for a few hours while Kid Arachnid and probably Spider-Man search my house for bombs or something? Absolutely bonkers way to initiate a conversation. She wouldn't blame Otto if he slammed the door right in her face. Not sure where else she would go but she still wouldn't blame him. She shakily lifts up her hand and rings the doorbell. Just get it over with Stacy, like ripping off a bandage, Gwen tells herself. It doesn't make her feel any better. There isn't an answer for a solid ten seconds. Should Gwen go in? Otto said she could go in without warning yesterday, when he told her the address, and the longer she stands in this alley the more her anxiety grows. She's debating walking away and going home even though Anya said not to when she sees a very gross pile of blood in the alley and decides that walking in is fine, actually. Gwen opens the door and steps into the warehouse. There's no noise besides machines whirring.

"Otto?" If she's going to break into his place she should at least announce herself.
"Hey!" Peter? What is Peter doing here?
"Otto, are you here?" Maybe Peter is working with Otto on something for the spiders? Since they're all on the same team? "Ott-Oh thank goodness." He's here. He has some blood on his clothes but overall fine. "I'm really sorry about-"
"What happened Gwen."
"My house got broken into," Gwen admits. "Someone stole my uncles stuff. I was going to go back home and investigate on my own but Anya said I shouldn't." She bullied Gwen into coming here, more specifically, but Gwen would like to preserve a bit of dignity. "Is Peter here?"
"He is. We're not mentioning this to him."
"…we aren't?" Otto sighs, pinching the bridge of his nose. Gwen gets the feeling that the exasperation isn't aimed in her direction.
"He has risked his life enough for the day. If he learns about this he'll insist upon handling it."
"If I need to go I can-"
"Absolutely not." Otto looks over his shoulder. "We will discuss this in length later. Until then, you stay."
"Okay. Thank you Otto." Otto looks vaguely uncomfortable when he nods. He gestures for Gwen to follow him.

They end up in a small room like area with a bunch of tables and junk cluttered everywhere. Peter is currently webbed to a table.

"What are you doing here?" Gwen asks, hoping she sounds polite and conversational.
"Working on tech with Otto." Seems reasonable enough.
"Why are you webbed to the table?"
"Cause Otto kidnapped me." Otto rolls his eyes.
"He injured his leg. I fixed it. That," he says, gesturing to the webs, "was to keep him from ruining my efforts." Peter hurt his leg? The blood on Otto and Peter must be his, that feels like a bad sign-what about the blood in the alley?
"Yeah, like I said, I've been kidnapped," Peter jokes. Gwen smiles a bit but it doesn't feel right. What did Peter do? "Are you okay?"
"I-yes. I'm fine. I thought I saw someone following me," Gwen lies, trying to sound sheepish. It's a decent enough lie and doesn't go against what Otto asked her to do. "I wanted to make sure Otto was fine. I can leave if-"
"You're staying." Otto's tone is more intense than Gwen was expecting.
"See?" Peter jokes. "He's started kidnapping people." Gwen sits down on the table next to Peter. "Can I have my hand back?" he requests politely. Otto rolls his eyes but sprays some sort of something on the webs trapping Peter's hand to the table. They disappear.
"You'll need both your hands to work on tech for Spider-Man," Gwen says.

She, well, she wants to make it clear that she knows now.

"Sorry I didn't tell you."
"I get it." Gwen hasn't told him about the Os Academy thing. Stuff gets messy when superheroes are involved. Gwen's eyes travel back down to Peter's bloody clothes. "Otto, I can leave. I just wanted to make sure you weren't in trouble." Otto ignores her and walks out. "Well he's gone."
"He'll be back." Peter puts his shoulder against Gwen's. She leans against him. She lets herself relax and rest her head on his shoulder. "Are you okay?"
"It…" How can he be asking that when he clearly got hurt? "It's been a really long day."
"Know how you feel. You should stay. Hang out with us for a bit." Peter's slipping into the voice he always uses with Miles, when they talk about superhero things.
"You're busy with stuff."
"Trust me we're barely getting work done. Plus, maybe you can talk Otto into giving us a tour." Gwen can't help being amused.
"He just webbed you to the table so you wouldn't walk around."
"There's probably crutches around here somewhere." Like he'd use them.
"Why do you want a tour?"
"Uh, cause it's a mad scientist lab," Peter answers. "Duh."

Peter doesn't look right. Whatever happened, however he got hurt, it's not good. His hair is messy and there's blood in it. Same with his hoodie. His eyes are unfocused and he keeps pulling at his sleeves. He seems larger than usual, smiling brighter and appearing more relaxed. It worries her. Gwen doesn't like the idea of him going anywhere alone. She doesn't like the idea of him staying here with Otto by himself. Otto is a good hero but he is terrible with emotions and Peter getting hurt seems to have rattled him at least a bit. Gwen would totally be fine if she went home right now but she should stay for Peter. She should also thank Otto for taking care of him. He's adjusted to hero work fast.

"I'll stay for a bit. So you aren't kidnapped alone."
"Thanks, I appreciate it."
"I haven't kidnapped anyone," Otto reminds them with a look. He's back.
"Where did you go?" Peter asks.
"I called Kid Arachnid."
"Wh-"
"I wanted to see if he had concerns about being followed as well. He didn't." Probably called to ask if he was looking at Gwen's place yet.
"I think it was just my brain playing tricks on me," Gwen says, trying to sell the lie.
"Regardless you're staying here until I can ensure no one broke into your home."

Well someone definitely broke in, so how long will Gwen be staying, exactly? She does have food to make.

"Since when do you know where Otto lives?" Peter asks casually.
"I informed Miss St-Gwen so she knew where to find me in case she had important information she did not wish to exchange over the phone." Uh oh.
"Information like what?"
"Anything she may find while spying on Norman." Peter blinks. "Miss St-Gwen has decided to join Os Academy to spy on Norman Osborn. I assumed she told you." Gwen had not in fact told him.
"I was getting around to it. Peter-"
"You can't do that Gwen, what if Norman tries to kill you?" Gwen had already thought of that, believe it or not.
"He isn't going to-" Gwen starts, trying to sound patient.
"That isn't even a little bit safe-"
"You're the one who broke your leg!" Gwen counters. Her patience lasted all of three seconds. "At least I can walk right now."
"Oh I could totally walk if Otto wasn't being annoying about it." Otto pinches the bridge of his nose and sighs.
"Teenagers." 
"You're also a teenager!"
"Peter's right, you are also a teenager," Gwen reminds him.
"I'll be twenty in a matter of months."

Like that changes anything.

"Go back to arguing with one another."
"Oh gladly, since Gwen apparently-" Peter says, jumping on the opportunity.
"Changed my mind," Otto says, "that's also annoying." 
"Well what do you want us to do?" Peter asks. Wow he's gotten comfortable with Otto.
"Be quiet, preferably." Pretty much no chance of that happening. "Mister Parker, you got your leg broken defending a pigeon. Her decision to become a spy is hardly more absurd."
"Sorry," Gwen asks, trying to figure out if she's amused or concerned, "you broke your leg protecting a pigeon?"
"I was protecting an old lady getting harassed by a drunk guy."
"An old lady feeding pigeons," Otto reminds him.
"Okay, yes, there were pigeons involved," Peter admits, throwing his hands up, "but it wasn't just about birds!"

Somehow Peter's day is weirder than hers. Actually, it's normally weirder than hers.

"Gwen, I really don't think-"
"Well thankfully I didn't ask for your opinion. I'm going to Os Academy because Kid Arachnid could die at any minute and I can't sit by while that could happen. I can help like this. I have to help like this. Otherwise, Otto will be entirely on his own."
"Otto decided to leave yesterday, you've barely thought about-"
"Did you think about it a lot before you helped Spider-Man?"
"I…"
"In a world smothered by indifference we have to be kind," Gwen reminds him harshly.
"You can't quote your dead mom at me, that isn't fair."
"It sounds like your and Spider-Man's 'With great power also comes great responsibility' mantra," Otto informs Peter. Hey, it does sound like that. Gwen's is better though. "I have attempted to stop her as has Kid Arachnid. We might as well work to ensure she does not face the coming threat alone since she will not change her mind." 
"There's no talking you out of this."

Well at least Peter is finally catching up.

"No."
"You promise you'll at least tell us if it starts going bad?"
"Yep. I'll be there with Otto."
"You'll be careful, right?"
"I'm not the one with a broken leg."
"I was dealing with a random drunk person. You're signing up to spy on one of the most powerful men in the city."
"I know where I can help the most. That's at Oscorp."
"Are we done discussing something that can't be changed," Otto asks bluntly, "or do you want a fruitless conversation?"
"Yeah I'll drop it."
"Good. I can hardly have the both of you arguing."
"We argue a lot," Peter informs him.
"Cause Peter is wrong often," Gwen agrees.
"Well you should stop, things are busy enough without adding 'keep the children I'm mentoring from yelling at one another' to the list," Otto says, only half paying attention to them as he looks at his phone.

Wait, what?

"Hey Gwen, did you know Otto is mentoring us?"
"News to me."
"Well I want to quit, where's the resignation papers?" Otto looks at the two of them, deeply unimpressed.
"What else did you think we were doing."
"Working on the spiders tech, which is why you said I was here," Peter answers immediately. 
"Well, yes, that was the original reason I tolerated you. Apparently, you're far more intelligent than your peers but you are too busy helping Spider-Man to succeed academically." Otto nods at Gwen. "I need to keep her from dying."
"That's it?" That's a bummer reason to be mentored.
"I stopped being interested in seeing where your scientific career takes you. Instead, I would like a hand in it." That's pretty much Otto Octavius for 'I want to help you succeed' which is pretty nice of him.
"I'm fine being mentored," Gwen informs him. "As long as you still let me do spy stuff."
"Obviously."
"Well I'm not," Peter informs them. "Also, I am not smarter than-"
"You are," Otto says simply. "You can be mentored by Spider-Man and myself."
"Sorry, you think Spider-Man is mentoring me."
"Obviously."
"And Spider-Man is mentoring you."
"Yes."
"And you want to mentor me, since you apparently think I'm smart now."
"These questions have been answered previously Mister Parker."

Peter buries his face in his hands.

"My life," he informs them miserably, "is a terrible soap opera."
"Is he always like this?" Otto asks Gwen.
"Pretty much. I assume the pain killers aren't helping."
"He refused painkillers." Gwen hits Peter in the arm.
"Ow!"
"Why would you do that? Your leg broke!"
"Splintered, actually," Otto informs her.
"You two ganging up on me isn't encouraging me to be a mentee of Otto Octavius."
"I'm sure Spider-Man would agree that it would be beneficial," Otto says.
"I'm sure Spider-Man would not agree, he would think this is ridiculous," Peter counters.
"I say we call him and ask."
"Alright, fine, I'll be your mentee."

Bit weird but it seems to work for Otto.

"I was supposed to be buying comics with Harry but no, you had to realize my leg was broken."
"Why aren't you wearing a cast?" Gwen asks. 
"Because Spider-Man knows a guy who can fix injuries quickly with magic so Otto just got my bones back in the right place."
"So he would stop walking around on a splintered leg."
"Peter, dude, why would you do that."
"I have a busy day-can we change the subject because I've already been lectured about this."
"Works for me," Gwen says, stretching a bit while she resists the urge to yawn. "Why does this place smell like eggs?"
"It's a long story," Otto answers flatly.
"We have time since we've clearly been kidnapped."

Gwen steps in before Peter can bug Otto about whatever the egg story is.

"At least you get to buy comics later, I have to go to the grocery store again."
"Why are you going on a Saturday?"
"Because Miles and Anya ate all the stuff I needed to meal prep."
"How long did you leave them alone?"
"Six minutes."
"That's on you Gwen." Gwen sighs.
"There's food here," Otto says. "You should both eat anyway." Is…is Otto offering to let her cook in his kitchen? Cause that sounds a lot easier than going to the store again.
"Are you sure?" Gwen asks.
"I wouldn't have said it if I wasn't."
"I never turn down free food," Peter jokes. "What were you making?"
"Cinnamon rolls and a bunch of sandwiches. Want to help me?"

That's how they end up in Otto's kitchen making cinnamon rolls. Gwen makes sure to leave the plate of scrambled eggs on the counter alone while they work. Peter sits on the counter because neither Gwen or Otto wanted him to stand on his leg but he's still pretty helpful and only splashes her with water from the sink once. Otto doesn't join in but he's always within sight, normally sitting at the table right outside the kitchen. He looks like he's working on some sort of patent thing. She recognizes the papers from her uncle. She doesn't pry though, just works with Peter on baking. He tells her the difference between baking powder and soda and helps her decide on what flavor to make. Otto throws in a few suggestions as well and tells them where to find things. Otto may have the weirdest kitchen organization system ever, and Peter may be more dedicated to stealing handfuls of sugar than helping, but it's so much nicer than baking in an empty house. Gwen could get used to it (and maybe, she thinks privately, Otto could to). Cinnamon rolls do taste a lot better than scrambled eggs.

Chapter Text

Miles has gone to the library every Saturday for years. The tradition started when he was little. His mom would find a couch and read while his dad would trail along behind him as Miles picked a book or three. His dad wasn't good at saying no to him, not when it came to learning and man did Miles love to learn. When he was really little Miles is told he preferred science books and books on geography. He liked learning about the names for things and places and he loved figuring out how things fit together and why. He asked his dad question after question about what made a country a country, or a bug a bug. He wanted to know what the criteria for a thing was and how they figured out the criteria. Once he learned about the Dewey Decimal system he had begged his dad to let him talk to the librarian about it. She had listened to all his questions and answered them one after the other.

He's told he couldn't carry all the books he wanted to pick out and read. His parents could only check out a book or two for themselves because they'd use up all the space on their cards on him. On what he wanted to learn, to see, to do. His dad would happily read to Miles and ask him questions. The questions must've been complex to Miles when he was little. They stopped offering a challenge quickly since Miles had already explored whatever avenue his dad was trying to open up to him. Miles still answered them though. His dad was trying to help. Trying to guide him. Trying to help Miles see the world as something bigger and more complex than before. Miles outgrew his dad's help quickly but his dad never seemed to mind. He happily listened to Miles explain new things as Miles learned them, even if Miles now knows it probably made no sense to him. Miles has spent endless Saturday's talking his dad's ear off about things his dad never had a chance to learn. Miles is smarter than his father. That's a fact. His dad couldn't be prouder of it.

So Miles is at the library. His dad had a work meeting to go to, though he promised he'd come by after. Miles doesn't exactly need to be here. Horizon High has a library and he uses the Libby and Hoopla apps on his phone but it's tradition. He finds a corner with a couch and sits down to work on his extra credit project that Anya made him sign up for. He's technically working on two of them, even though that is super not allowed. His dad would be disappointed if he found out Miles was cheating for a friend but Peter's grades could really use the boost. It…Miles knows it's morally wrong. Cheating is bad and you're supposed to learn at school, the point is to learn not just get good grades. Peter doesn't have a chance to get good grades, to learn, when he's busy saving lives. If Miles can't patrol on his own he can at least do this.

It feels lack luster compared to what Peter has taught him. Given him. The longer Miles does this, the longer he's a hero, the more questions he has. They feel like they're building up in his throat and spreading like knotted vines through his spine. Each blossom, each leaf, is another desperate question Miles can't get out without making things incredibly awkward and pushing to far. Things like, 'Why did you become Spider-Man' and 'Why haven't you told your aunt' and 'Peter, what did you do before me' because Miles really can't get that out one of his head. He can't remove Peter's face after the explosion at Horizon from his memories, instead it replays and replays and replays. He fiddles with the screwdriver in his hand. Miles has seen how Peter handles injuries. That's a question to (one that's blooming underneath his collar bone and pressing up against his skin). Miles isn't sure what he wants to know. When Peter first got injured. When he stopped caring so much. When he learned to brush it off or handle it on his own. Miles is to cowardly to get any answers.

Miles has a rough timeline for when Peter got his powers. Last summer, towards the start of it, when Peter was at a field trip to Oscorp. The last field trip on the last week of the school year. He got bit by a radioactive spider and got powers. Then there's a few months of break. An entire summer, actually, since Spider-man debuted the first week of school. Miles has no idea what happened during those months. Is that when Peter learned to fight? Did he do work as Spider-Man but it only got on the news once school started up? If so why was Peter's costume still so terrible? Miles wants to know why Peter decides on a secret identity. That question is a particularly big vine that always seemed knotted just above Miles's heart. When Miles sees his body language change from Peter to Spider-Man or Spider-Man to Peter Miles desperately wants to know how Peter figured it all out. How he decided to keep such a big part of his life secret. Miles wants to know if Peter had to learn the hard way. Miles doubts it. Peter is Spider-Man. Spider-Man is better at this stuff than Kid Arachnid. No way he messed up as bad as Miles did.

Still though, Miles wants to know if Peter ever did mess up. He must've at some point, right? Must've had a mission go bad or had a villain escape. He was fourteen when he first got his powers, there must've been-but how can Miles ask? How can Miles ask why Peter became a hero at fourteen? How Peter knew that was his calling? Miles simply wanted to be a hero to copy Spider-Man. If you get spider powers you become a spiderman. It made logical sense, it seemed simple in the beginning. Then he told the news where he lived and got his street destroyed. Miles wishes he knew what he was copying. What he was trying to imitate, to live up to. He needs to know the criteria, the specific parameters, the deepest parts of Spider-Man but how can he ask Peter that? How can he ask what the core of Spider-Man is and why? Is it simply 'With great power also comes great responsibility' like Peter says or is there anything more? Peter says that phrase is from his uncle but what does that really mean? How did his uncle come up with it? Why did Peter take that phrase, out of everything, and choose that as Spider-Man's center?

Is Peter just so good he automatically knew he had to be a hero? Or did he have to learn a harsh lesson like Miles did?

He sets the screwdriver down and groans. Why does it matter? He's Kid Arachnid, a Spider-Man knock off, of course he's ruined more stuff than the real thing. Kid Arachnid is going to be defined by how immediately and harshly he messed up foreve or until he figures out how to be as good as Spider-Man. Those are the options. Be as good as Spider-Man or be stuck as the failure of Kid Arachnid. Miles wants to ask a million questions to try and really get how Spider-Man works but how can he do that without proving how useless he is? Miles knows that Peter doesn't trust him. Not really. If he did he would've told Miles his secret identity sooner. He would've done it without being forced to. He knows that Miles isn't trustworthy, isn't reliable, he knows that Miles is a ridiculous kid who put on a costume thinking it'd be fun and he could be an Avenger. Peter knows all the ways Miles failed. How can Miles ask about the core of Spider-Man so he can finally embody it without admitting he still doesn't understand it, even after all of Peter's lesson and all of Peter's time? After a whole month of being Kid Arachnid he feels as lost as the day he started.

He has no idea what to do. No idea where Peter started. No idea what forged Peter into who he is now. Miles has no idea what made Peter so good and he has no idea how to mimic it. So he's sitting here, working on a science project as if helping Peter's grades can ever make up for what Peter's done for him. Miles doesn't know what else to do though. Has no idea how else to help. This is it. This is all he's got. A half finished extra credit project to thank Peter for showing him how to be a good hero. Might as well send Peter a damn fruit basket. He'd probably prefer a fruit basket because he could give that away to people. Peter's first thought is always about helping others and even when Miles is trying to do that he can't help the way people would want him to help. Miles isn't making Peter's life better or easier, not in the ways Peter cares about. Peter knows that his grades don't mean anything in the grand scheme of things, Miles knows that to, but what else can he-

Miles's phone goes off and he grabs it out of his pocket. It's a news alert. He's had to sign up for so many alerts now that he's a hero, so he can go find crime and help Peter with it. This one is about a Spider-Man sighting. Miles clicks on it as the vines further tangle in his spine and seem to wrap around his organs. Peter's patrolling without him? Without Otto to, if the video is anything to judge by. Miles winces as Peter's leg is smushed as a train thrown by Scorpion crushes down on him. Oh ow. Miles has no idea how Peter doesn't scream. Miles definitely would've screamed. The video ends quickly. Miles skims the article. The fight was ten or so minutes ago. It ended with Scorpion being webbed up and Spider-Man swinging away with a very bloody and mangled leg. Peter hadn't called for back up.

Of course he hadn't. It was Peter. Peter was Spider-Man and Spider-Man handled threats on his own. Peter had said that Miles didn't need to do that, that Kid Arachnid was still learning the ropes, but how long can that really last? How long can Miles expect to hang out in a nice air conditioned library while Spider-Man gets his bones broken so the city can be safe? How long can Miles sit by while the city gets destroyed? Spider-Man wouldn't do that. There's no way in hell that Spider-Man let that happen. Miles shoves all his stuff in his bag and gets up. If Kid Arachnid wants to be like Spider-Man, to be as good of a person as Peter Parker, then he needs to put his money where his mouth is and get out there and save people. Peter didn't have a patrol partner when he first started out. He's not dead. Miles can handle it to.

Alright, maybe Miles mildly overestimated how much Kid Arachnid can handle alone. The first few muggers were easy. Kid Arachnid webbed them up, gave the victim their stuff back, and moved on. Dealing with a bank robbery on his own for the first time was significantly more difficult. The robbers were all normal humans but they also had guns. His spider sense isn't great at differentiating between an immediate threat and a potential one, so it was very overwhelming trying to figure out which way he needed to dodge once the bullets started flying. It was like his brain was screaming that everywhere was on fire when there was an inferno to his left and some unlit matches to the right. Not a very helpful warning system. He managed though, didn't get hurt, and webbed up everyone for the cops.

He also gave a kid some candy. They were panicked and their mom was still in shock. Miles distracted the kid so she could have a minute to recover. The girl had fun asking him some questions about being a spider person which Miles was careful to answer vaguely. No idea what the protocol is for that but vague felt safe. Miles made sure the mom was okay too and gave them money to take the bus or subway so they wouldn't have to walk home. They probably didn't, like, need it since they were at a bank and had a bank account. He had hated watching them walking away from the bank with the mom still shaking and the kid quietly offering her some candy in case she was hungry. Everyone always needs more money, right? They hadn't seemed offended when he gave it to them.

Miles wonders what Peter does in situations like those. Peter normally puts Kid Arachnid on crowd control when they fight villains, like he does to Otto, but they don't generally stick around long enough to talk much. Otto would probably tell the kid to stop crying and tell the mom to suck it up. Miles is definitely doing better than him.

Kid Arachnid is swinging over a building, eye on the street while he watches for any sort of explosions or yelling, when his spider sense goes off. He lets go of the web and drops down quickly, webbing a rooftop to the left and pulling himself there. He lands with his feet on the ground and arms raised to punch whatever was coming after him. That's one of Peter's rules, always try to have fights on roofs so debris doesn't fall on civilians below. The enemy in front of him is…weird. Definitely not the standard fare.

"I didn't know bees could fly this high," Miles admits cautiously, trying to think of a joke.

Peter's never made puns about a small tornado of purple bees staring at you ominously. The bees converge together tightly, making a solid shape. Miles can't quite see the gaps of air in between them anymore. The buzzing noise is louder than before. Within a few seconds they go from a tornado to…

"Are you made of bees?" The bees now look like a normal human person. Well, as normal as a person can look when they're wearing a weird scrappy purple cape with a purple outfit including a full face mask with creepy looking golden lens. "There goes sleeping ever again."

"Didn't your mentor teach you to be respectful to your adversaries?"
"What other reaction am I meant to have when someone is made of bees?" Miles asks, gesturing with his arms as Bee-Man rolls his eyes. Miles can't see his eyes but he knows Bee-Man rolled them, he'd bet money on it. "Also who announces they're an adversary, try to hit me like anyone else."
"I," Bee-Man says sounding rather full of himself, "have more refined methods of-did you just web my mask?"
"I was hoping it'd make it through to your lips and you'd shut up." Bee-Man's face twitches. "Since that didn't work I hope you won't mind if I wing another attack." Kid Arachnid webs Bee-Man's foot to the roof and tries to throw a punch. Bee-Man turns into bees and flies backwards, over the edge of the building. His bottom half remains a bee tornado while his top half solidifies into a human body. "Well that isn't fair."
"I don't have time for this Kid Arachnid and neither do you."
"Oh big deal you know my name. I know your name to."
"Do you?"
"Yep. It's Bee-Man."
"It is not Bee-Man," Bee-Man answers, sounding exasperated. "The important thing is your-"
"So it's fine if I call you Bee-Man?"

Another Spider-Man rule, make the bad guys annoyed and exasperated so they underestimate you. It helps keep the situation from getting too dark, though Peter hadn't flat out said that part. Miles figured it out on his own when Kraven tried to brand them and Peter kept the jokes going while smiling in Kid Arachnid's direction.

"I'm sure the city will be buzzing after they hear I put you away. Get it?"
"That pun was as terrible as your morals." Miles's morals are fine, thank you very much. "The city will definitely be buzzing after today. I figured I should give you a sporting chance but if you're dedicated to being rude-"
"Alright, alright, I promise I'll call you your actual name if you cancel the ominous threats."
"My name doesn't matter. All that matters is that the city sees you for who you really are Kid Arachnid," Bee-Man says, putting emphasis on Kid. "You don't have the best track record with bombs. Today's your chance to redeem yourself." Bee-Man has a bomb? Of course Bee-Man has a bomb. "You have an hour to stop my bomb from going off."
"Can't we talk this out?" Kid Arachnid requests. He doesn't know how to defuse a bomb, that's Gwen's specialty. "I'm sorry for the bee puns and saying I'll never sleep again. I'm sure you're attractive by hive mind standards." Bee-Man glares. Okay, maybe not the best time for a pun.
"The people whose lives you've destroyed didn't get to 'talk it out'. I won't allow you any option you've denied others."

What is Bee-Man talking about?

"I think you have me confused with someone else," Kid Arachnid informs him. "I've never hurt anyo-"
"The clock is ticking Kid Arachnid. Do you really want to waste it arguing with a wall?"
"Actually I'm arguing with bees. Can't you give me a hint?"
"All you had to do was ask." Bee-Man doesn't exactly give off helpful teacher vibes. "It's located where the rest of your people live. Though I suppose it isn't fair to insult spiders by comparing them to you."
"…did you bomb a pet store?" Bee-Man scoffs. Alright, not a pet store. "Where else do you get spiders in New York?"
"I gave you a hint, I'm not giving you the answer."
"That isn't particularly helpful Bee-Man."
"I prefer Swarm." Swarm. Not a terrible villain name.
"What about Honey? Since you know bees make honey." Swarm looks at Miles, unimpressed. "I can promise no other bad guys are using that name."

Where else could the bomb be? Is it on a timer or will Swarm detonate it manually? That second option sounds a lot better than the first. Can Miles risk trying to beat him up? What if he's wrong, he won't know till the bomb goes off.

"I promise I'll use your actual name if you give me a hint about where-"
"I don't take orders from destructive hero wannabes." Well okay then. Miles leans over the edge of the roof, looking around. "I gave you a fighting chance Kid. It's within a half an hour radius."
"Half an hour by car or half an hour by webslinging?" Those are two very different numbers.
"Webslinging."
"How do you know the distance we can cover in half an hour?"
"There is no we here Kid Arachnid. I'm here for you and you alone." Great, so Miles officially has a-

"OW!" Miles manages to grab onto the side of the building before falling even closer to the ground. "You shoved me off the roof!"
"I never said I would sit by while you hunt, Kid."
"Are you kidding me-dude!" Miles dodges the fist made of bees that swings his way.

Okay, new plan. Go to any nearby pet stores and tell the people inside to evacuate until Miles can think of somewhere else that has spiders. Swarm could be lying to throw him off the scent so it's better safe than sorry. Miles just hopes he wasn't lying about the timer. An hour already isn't much time, if Swarm set it for shorter…Miles hopes that isn't the case.

"Why'd you start this?" Kid Arachnid asks Swarm as he swings quickly through the air, making turns and dodging to avoid any hits from the half bee half man. "Surely you have better places to bee."
"Can't you take anything seriously?"
"Nah, not my style."
"I'll make it your style or let you die trying."
"Super not that's how that saying goes."

Miles swings backwards and tries to web at Swarm. He turns to bees, leaving the webs to go sailing through the air before falling towards the street below. He doesn't get a chance to see where they land but he hopes it wasn't on someone's windshield. Causing car accidents definitely isn't heroic. Miles's phone goes off as he swings to the left. He answers it, hoping Peter saw this on the news and is on his way to help. Man, would that be amazing. Sure, Miles will get a lecture but still. Miles waits to hear the other voice on the end of the phone, waits to hear Peter or Otto offering to help, waits to hear someone say that things are going to be okay and no one else is going to get hurt in an explosion because Miles was to slow.

"Miles did you eat the rest of the butter yesterday?"
"What?" Gwen. It's simply Gwen. Asking about butter.
"Miles!"
"I can't hear you! I'm busy as a bee right now!" Make quips while you panic and try not to die inside. That's Spider-Man 101.
"What does that even mean? Why are you talking like a pre-k teacher?" Bee puns don't automatically equal pre-k teacher. Pre-k teachers don't have to deal with bomb threats. "Did you eat it or not?"
"Me and Anya ate it, we made sugar and butter sandwiches. So it wasn't just me." Sugar and butter sandwiches really don't feel like the biggest issue right now.
"Talking to a friend?" Swarm asks.

Miles winces as Swarm rams his shoulder into Miles's arm, throwing him off balance. Miles manages to adjust mid air and gets back to webslinging. He can see the closest pet store around the corner.

"I left you two alone for six minutes!"
"We also finished off the bread." Miles winces as Gwen groans. He's messing up stuff at Miles Morales and Kid Arachnid. Real multi-tasker over here. "Anya's going to bring you more tomorrow."
"I need them now Miles."
"I apologize for eating your delicious kitchen supplies. I'll let you know faster next time."
"Or you could not do that."
"I won't lie to you, I respect you to much for that." Swarm puts a hand to his chest, pretending to be thankful in the most passive aggressive way possible. "No not you! You're the worst."
"Who are you hanging out with?"
"No one important, just a guy who won't buzz off."

That one was pretty good. Swarm glared when Miles said it. According to Spider-Man, that means the joke was funny.

"I could try to pick up some for you later?"
"I'll get it on my own."
"Mind picking up some potato chips?" Miles asks as he lands in front of the pet store. He presses the mute button. "THERE'S A BOMB IN HERE, EVERYONE CLEAR OUT!" The people stare at him. "Well, do you want to die or not?" They start filing out, looking more annoyed than anything. Miles unmutes himself. "I'm kidding, if that isn't clear." Swarm throws a large glass terrarium at Miles who webs it and slings it into the other wall. "Agh, okay, sorry I gotta go."
"Miles what are you-" Miles hangs up on Gwen. He doesn't like doing it but he has bigger priorities than bread and butter.
"You know," Swarm says as he throws another large empty glass container at Kid Arachnid, "I already said that the bomb isn't here."
"Well you're a super villain, you guys aren't known for being trustworthy."
"Then why follow my clues at all?"

Because otherwise Miles has no idea where to start looking for the bomb.

"I will happily burn you alive, tear a limb off, shot you in the head, hell I'd even be happy to make you fight to the death." Each threat is punctuated by another large object being thrown right at Miles's head. He manages to dodge all of them as he gets closer and closer to Swarm. "But I won't lie to you. Telling the truth is more than enough to bring you to your knees."
"Did you check out a book for cheesy villain lines or something?" Miles asks, dodging a big heat lamp. "Those are probably all copy righted." Swarm laughs.
"You're one to talk Kid Arachnid. How does Spider-Man feel about your obviously inferior rip off of his name?" He seemed fine with it. A lot better than Miles's other ideas. "The bomb isn't here. If you keep wandering around places I said aren't a problem, I'll detonate it right now. How will you explain that your precious Spider-Man?" Miles rushes forward and tries to tackle Swarm. He turns into bees and reappears on the other side of the room. "When are you going to understand that you can't hurt me?"
"When will you stop turning into bees?" Kid Arachnid mutters as he gets off the ground.

No more pet stores. Where else can Miles find spiders in New York?

"You really can't figure this out, can you Kid? Spider-Man wouldn't need the extra help." Maybe Miles should look at Oscorp or another lab that has spiders? It can't be that hard to sneak into places when you're made of bees. "You ruined a class trip there two weeks ago. Attacked right as a group of kids were supposed to go in." Somewhere that got attacked two weeks ago and has spiders? "How many field trips have you ruine-"
"Did you put a bomb in the zoo?"
"Finally figured it out."

Why the zoo? Did Swarm solely do it because of the field trip thing? That was a bummer for Miles to, he had wanted to see the sharks Peter kept talking about, but instead they had to fight Absorbing Man. It was hardly their fault.

"Clocks ticking Kid."
"You," Miles reminds Swarm, "are the worst."
"At least I don't hurt kids."
"What do you think you're doing right now?" Swarm scoffs.
"You stopped counting the moment you put on that suit."
"Well I can't even count how many cheesy lines you've dropped in the last ten minutes." Miles turns on his heel and starts towards the door.
"If you call for backup," Swarm says casually, "I'll detonate the bomb immediately." Miles freezes in place and swallows. No back up. No Peter. No Spider-Man. Just Kid Arachnid and a bomb. "And I'll start flying into people then exploding them from the inside."
"Dude!"
"It's a simple request. Don't contact anyone and you have a chance to prove to me that you've really changed. Otherwise I will happily prove your incompetence to the world." Miles lets the door slam behind him as he runs out and takes off swinging towards the zoo. He tries to ignore the swarm of bees trailing behind him.

Miles has been trying to search this place for nearly forty-five minutes. Swarm keeps disappearing for a bit then reappearing to attack Miles from behind. He's getting the sneaking suspicion that this is less about actually hurting Kid Arachnid and more about figuring out his response time. Which is vaguely concerning. Especially when you couple that with Swarm knowing how fast he webslings on average. Miles may have a stalker but that's not as big of a deal as the bomb that could go off any minute in the damn zoo. Sure, he tried to evacuate all the people but he can't exactly haul a rhino or lion out of here. 

Is Miles's arch nemesis going to be a man made of bees, because that is not going to help his reputation.

"Can you stop doing that?" Miles snaps as he flips out of the way. Swarm, once again, tried to hit him from behind.
"Can you hurry up? The clock is ticking."
"I know that! Can't you buzz off and mind your own business?"
"You used that one already Kid Arachnid and your business is my business." Peter never told Miles what to do if you get a stalker. Miles can't exactly call and ask without blowing everything up. "You already checked this area." Miles keeps one eye on Swarm as he looks over the spider display again.
"Well you said you hid it with spiders. Why not double check where the spiders are?"
"I said it's at the place spiders are located. Not hidden with them."
"Your details are annoying." Miles is pretty sure Swarm is going to explode the bomb the minute Miles goes up to it. He sure seems set on Kid Arachnid getting to the thing. "What's the point of this Swarm? Why not blow the zoo up and leave us wondering who did it?"
"I'm a reminder. Reminders don't work if you can't see them face to face."

Whatever Swarm's motivation stems from it's annoying. Miles walks away from the spider exhibit and goes back out the exit. He looks to the left and right. Miles doesn't even know what kind of bomb to be looking for. How does Spider-Man manage this? Miles has no idea where to start, much less how to save everyone in time.

"The longer this goes on the sadder it gets." Miles tries to punch Swarm in the face again. He turns into bees and reappears as a person a few feet away. "Really?"
"If it makes you shut up for a few seconds it's worth it."
"Very mature Kid."

Swarm turns into bees and Miles webs upwards, trying to get on the roof of the aquarium. Swarm slices through the web and Miles crashes onto the ground. Miles rolls his eyes and jumps up, sticking to the side of the building and running quickly. He can feel Swarm right behind him, spider sense going berserk. Swarm shoves him, hard, and Miles falls forward off the edge of the roof. He's by the rhino exhibit. The rhino looks incredibly bored. Miles wishes he was bored.

"What is with the spider theme?" Swarm asks casually, as he yanks a branch off a tree and throws it at Miles. The people around them are already rushing off. There's only been a few stragglers since Kid Arachnid and Swarm showed up, people who didn't want to leave without seeing everything and had hoped they wouldn't get caught up in the fighting. At least they're mostly gone.
"What's with the spider theme? I have a better question," Miles says as he dodges the tree branch. "Why are you made of bees? How can I bee expected to fight a guy made of bees? Get it, cause be and bee? Yeah you get it."
"Stop it," Swarm hisses, "with the jokes." If Miles has to fight a guy made of bees the least the guy can do is have good banter.
"You don't like jokes? That is really odd bee-havior!"

Kid Arachnid chuckles to himself as he swings onto a tree to avoid the bench currently being thrown at his head.

"Seriously though, that bee-nch is public property!"
"Your jokes are terrible."
"Wow, tough swarm. Why can't you just buzz off if you think my puns are so-OW. DID YOU JUST STING ME?"
"You deserved it." Kid balances on the lamppost and stares at his arm. The stinger barely made it through his costume but it still stung.
"I did not-" Miles groans as he has a terrible realization. "Does that mean your stinger is inside of me cause that is just gross." Swarm crosses his arms and glares at Miles.
"What's gross if your treatment of this city and the innocent civilians you put in danger with your silly acrobatics!"

Miles swings out of the way as Swarm flies up towards him. He hates the stinger inside his flesh. What if it's poisoned? Miles does not like it when their enemies use poison.

"Can't you make up your mind? Are you a man pretending to be a bunch of bees or a bunch of bees pretending to bee a man?"
"Oh shut up."
"You've been chasing me all over town! You're the one who should buzz off!"
"You already used that one," Bee-Man informs him as he materializes behind Arachnid and punches him in the back of the head. Miles groans as he falls forward and slams into the ground. He rolls over onto his back. Ow. His head feels like it's submerged in water and floating around, barely attached to his body. Miles doesn't have time for a concussion.
"You're the worst," he mutters.
"At least I don't hurt innocent civilians."
"We're at a zoo," Miles reminds him. "You chased all those people out." Ruined a whole bunch of people's days and probably traumatized a ton of kids. Something Miles could've prevented if he found the bomb faster.
"I made sure no one was hurt," Swarm says, waving a hand through the air casually. "Unlike you."
"When have I ever hurt innocen-OW." Miles flips upwards and backs up. "Stop hitting me in the face!"

His eyes land on Harry Osborn. Oh no. Why is Harry here, doesn't he know to avoid super villains? Particularly ones who are made of bees? He's slowly walking to the left towards the exit. Swarm hasn't hurt any innocent people yet but it's Harry Osborn. He tends to infuriate people to the point of violence. Miles sighs as runs off, letting Swarm chase him as they dart to the right and disappear down a corner.

"Are you really running off Kid Arachnid? I thought you at least pretended to care about the lives you half heartedly attempt to save."
"I get it! You know my name and everything about me! It really isn't as impressive as you think."
"I'm not aiming for impressive."
"What are you aiming for then? So far you're landing on annoying."

Swarm materializes right in front of Miles's face, so close their noses are almost touching. His breath smells terrible.

"I'm here to remind you how many times you've failed. How many times you'll continue to fail. I'm here to show you, show the world, that you are a disgusting excuse for a person. You're revolting as a hero but even as an average human you are despicable. I am here to tear your life to pieces and as soon as I'm finished I will disappear. I'll hang up my cape, my mask, and live my life. Once I wipe the stain that is your existence off the face of this city I will move on and never think about you again. You will die an awful lonely death and I will make sure there is nothing left for your family to bury."

Kid Arachnid tries to think of a joke. A quip. Something to lighten the mood, anything to take away the intensity that seems to saturate the air. Kid Arachnid can feel questions growing underneath and in-between his bones, his ribs. Why me is blooming in between his lungs. What did I do to you is a vine crawling up and through the vertebrate in his spine. How far are you willing to go is a particularly jagged leaf clogging up Kid Arachnid's throat. Spider-Man inspired Otto and me to be heroes. How can I ever be like him if I've failed so badly I inspired others to be villains is a flower blooming up in his chest. It wraps itself around Miles's lungs and smothers down on his heart. It slows down the beats. The flower keeps blossoming, keeps expanding, until Miles thinks if he opened his mouth petals would fall out. It feels like, if he tried to move, his limbs would be restricted and held in place. The joints glued shut by petals and thorns.

"Was that original enough for you?" Swarm taunts, speaking quietly as if they're the only two things left in the entire world. Like the universe is simply Swarm and Kid Arachnid and the hatred Swarm seems to revel in.

Miles wants to run. He wants to call Peter. He wants to scream Spider-Man's name until he appears in the sky in a flash of red and blue to hit Swarm in the face. Spider-Man would know how to beat him even though he's made of bees. Spider-Man would find the bomb in seconds, defuse it or throw it into the sky, and web Swarm up. He'd probably design a cell to make sure he couldn't escape through the vents or through the bars. Spider-Man would make sure Swarm stayed gone and he give Miles a lecture about patrolling alone. Miles would listen to it. He never wants to do this again.

Is this how Peter felt when he first started? When Scorpion promised to tear him to pieces? When Norman swore he'd kill Spider-Man no matter how long it took? How could Peter deal with this alone? This terror? How did Peter go to bed at night knowing that people exist who would give anything to kill him? Miles knows Swarm is smiling. He can feel it. Swarm is waiting, waiting for Miles to make the next move but Miles can barely breathe. He isn't a spider person made of flesh and radiated blood. He's a flower filled sculpture in the shape of a kid. Another decoration lying around the zoo. Spider-Man would know how to move. Spider-Man would keep going, keep looking for the bomb, keep protecting people. He'd do it while he laughed and did extra flips for the fun of it.

Miles can't think of a quip.

"Spider got your tongue?" Swarm gestures leisurely at the playground. It's full of animal themed structures. He specifically is pointing at a spider shaped merry go round. "The bomb is in there. You have one minute."

Miles stumbles forward, looking over his shoulder at Swarm who doesn't move. He gets to the merry go round and steps onto it, looking for the bomb. The surface slides to the right and Miles hits his shoulder against one of the rungs. He steps entirely on the bright blue surface, only upright because of his spider powers, and grapples for anything that could explode. Anything that would've killed a group of kids laughing and playing while Miles searched pet stores if Swarm hadn't told him where to look. If Swarm hadn't told Miles where to find the bomb after all his clues fell short. Miles grabs at the spot his spider sense is screaming to run from. He lifts up the cartoonish smiling spider head from the center of the merry go round. Underneath is a bomb. It's smaller than the ones in the Spider Slayers. Miles stares at it.

He has no idea what to do with it. He wishes Gwen was here. Gwen is great at defusing bombs. She's done it before. They call her when they don't know what to do with a bomb on patrol that's too big to throw. Kid Arachnid's hands are shaking. He can't call Gwen for help or the bomb will go off. He doesn't want to throw it in the air, he has no idea when it'll go off. It'll probably land and explode on impact. He isn't anywhere near large bodies of water. That's where Peter said it's best to throw bombs. Spider-Man has a whole list of things to do with bombs. Kid Arachnid knows that. He quizzed Otto on that. The options feel like they're leaking out of his brain as he stares at the small bomb in his hand while his spider sense screams at him to run. The spider sense picks up rapidly and Miles takes a chance. He throws it into the air and hopes he timed it right. 

The bomb explodes. Kid Arachnid inhales sharply when he hears the noise, when his spider sense spikes, when the world feels like it's ending. He doesn't want to open his eyes and see the damage. He's been in more than one explosion, he knows that it'll hurt and it'll hurt worse when he sees how bad it is, and he doesn't-he wants to go to the library. Miles likes the library. It has movies and crafts and games and kids running around with their dad's arms full of books they want to borrow. Libraries are a good place to spend a Saturday. Miles wants to go to the library. He shakily opens his eyes. Spider-Man would have opened them already. He wouldn't have closed them to begin with; he would've handled the problem right off the bat. He wouldn't have let it get to this point. Kid Arachnid isn't good enough to beat Swarm, to stop this, but Spider-Man is.

"You really think I'd blow up a playground?" The merry go round is fine. The only difference is the confetti. Miles's hands are covered in confetti to. Purple and yellow strands of paper. Miles looks up at Swarm who is standing a few feet away with his arms crossed. "I'm not going to hurt kids. That's your mission, not mine."
"Why." Miles has so many questions, but he only manages to get that word out. It barely sounds like a word. It simply sounds weak.
"Because this," Swarm says, jamming a finger into Kid Arachnid's chest, right on the spider symbol, "is what you do to people. You make them worry for agonizing hours about an attack, about destruction, about death, then come fix the problem just in time with a smile on your face and half assed jokes in your mouth. You web away like nothing ever happened, like their terror wasn't real, like you don't leave destruction in your path. Everywhere you go and everything you do is a spit in people's faces because you refuse to acknowledge the pain you cause."
"Spider-Man makes jokes," Miles answers numbly. His hands are shaking around the bomb. Trembling, almost. Swarm laughs. It sounds like the laugh of a normal person. Something Miles might hear at a comedy show or while walking down the street. Not evil. Not malicious. Just a laugh.
"You are no Spider-Man. You're just Kid Arachnid and I cannot wait for you to realize that. Until next time, Kid."

Swarm turns into yet another bee tornado and flies off. Miles is left standing in the playground of a zoo, clutching a confetti bomb, and missing who he was an hour ago. Missing the person he was before he learned that he made a super villain because he has failed so badly that someone felt the need to don a cape and mask to make the world a better place. Swarm was right. Miles is just a Spider-Man wannabee.

The pun doesn't remove the terror from Swarm's words. Kid Arachnid would bet all everything he has, spider powers and all, that Spider-Man would've made a better quip. 

Chapter Text

Peter cancelled on him. Of course Peter cancelled on him. Why did Harry ever think that Peter would get here on time? It's been proven over and over again that Peter can't manage that. Harry misses when he was a little kid and thought the Parker luck was a joke. Now Harry is awkwardly standing outside the comic shop for no reason. He's wasted ten minutes of his life on this sidewalk because he was early. A thing polite people do. Harry sighs and shoves his phone in his pocket. Whatever. He has other things to do today. He stole the rhino horn from Gwen's place and made sure it matches the one from the rhino at the zoo but that's hardly his whole plan. All that proves is that Jackal was involved with the rhino and Harry needs to show his dad that Gwen has nothing to do with her uncle.

Harry has to figure out what exactly Jackal was planning. He searched through the police files (he paid a classmate to hack in and get them since that isn't his field of expertise) and they have no idea what Jackal's long term plan was. They seem to have chalked it up to Jackal being crazy and turning kids to rhinos. Harry knew Miles Warren. He saw his work. There is no way that Jackal would turn a kid into a rhino and go rot in jail forever. Harry tried to go the prison, so he could talk with Jackal, but his dad stopped him. Something about bad publicity. Clearly, Norman doesn't believe he can handle it.

Harry debates breaking in. He has a mask he could wear, so no one knows it's him, and he has maps of the place. Oscorp designed the security and Harry has enough money to bribe the guards. No one would believe Jackal if he complained about Harry showing up and interrogating him. Harry could be in and out. He ditches the idea. His dad would probably find out and Harry doesn't want that lecture. He's already searched Gwen's place for any clues. He didn't find anything useful so naturally he went to track down Jackal's financial records. It took a bit of a digging (a lot of digging, actually) but Harry found several storage facilities he needs to hunt through. The first one is located on West End which happens to be a few minutes away from the comic shop.

Harry puts on his mask once he can see the building. It's the sleek silver mask that covers the bottom half of his face. It was originally designed to filter the air, since the fumes from his flame sword aren't particularly healthy to breathe in, but it works as an identity concealer. Multipurpose. He walks through the large rows of apartment sized storage compartments. It must've cost a fortune to store things here and Jackal has had this facility for years. Definitely worth looking into even if the cops hadn't bothered to find the place. Harry would've liked to take the matter to his dad but he has to have firm solid proof that Gwen isn't involved in the Jackal's plan. If Harry keeps showing Norman empty leads his dad will ban Harry from interfering. 

So he'll handle it on his own. Sure, Harry had planned on asking Peter for help, but Peter never showed up. Because he never shows up. Harry can handle it alone. He finally gets to the right compartment and puts in the pass code. The massive door swings open. The place is almost entirely empty despite being at least twenty feet tall and big enough to hold a house and a half. There's a few pallets, buckets, a knocked over tire, and a computer set up right in the center of the room. His eyes drag over the rest of the room taking note of the security cameras on the ceiling. Very obviously a trap. Harry reaches into his bag subtly as he walks forward. He keeps the hilt of his sword in his hand as he walks up to the computer. There's a keyboard and three screens all next to each other. It's set up on a flat wooden table. It looks cheap.

"Scanning." Harry looks up at the ceiling. One of the security cameras is shining a bright light on him. "DNA recognition complete." Well that's not great.
"Hello Norman." He turns to the side and looks at the computer. Jackal's face is there with his sickly green fur and too wide eyes. The scanner must be confusing his DNA with his dad's.
"I knew you'd come looking for my spider experiment," Jackal says on screen. He's leering at the camera and seems very triumphant. "And bravo on finding this place. Sadly, it's a dead end. Unless, of course, you came here looking for your demise!"

Clearly his dad has beef with Jackal. The Jackal starts chuckling while guns appears in the ceiling and ground around Harry. Harry runs while Jackal's recorded laughter floods through the room. Harry grabs his sword and ignites it. The flames crackle and Harry can feel the heat against his skin. Not enough to burn but enough to be uncomfortable. He swings at the nearest gun and cleaves it in half. Not bad. He darts to the side as another set of guns start firing his way. He should really invest in a suit if he's going to make a habit of this. For now, jeans and a sweater are going to have to do. Jeans, a sweater, and a flame sword. Obviously.

It's easier than Harry expected. He's been in fights before, had self defense training, but this is his first time in real combat with his sword. The destruction feels simple. Natural. The movements are the same as the ones he practiced back home. Dart to the side to confuse your enemy then ram the sword down on them. Hide behind stuff when you need to catch your breath than charge back into the field, already knowing where the next spot to take cover is. Always have an escape route and always know where your enemies are. He nearly gets shot once, the blast of energy burns a hole through the side of his shirt, but it doesn't matter. He destroys every gun in the place within a few minutes. He turns the flame sword off, breathing hard, and shoves it in his bag. He goes over to the computer and quickly tries typing. There's no files on the computer other than the farewell video the Jackal made.

Well fine then. Harry has all day to go through Jackal's old lairs. One of them has to turn up something.

How many arguments did Norman Osborn and Miles Warren have, because this is getting ridiculous. Harry has been in three, three, separate storage units and all of them have been filled to the brim with murder weapons specifically for Harry's dad. This doesn't make sense. Sure, Norman fired Jackal but it's not like his dad tried to get him killed or thrown out of his job as a professor or something. Is Jackal simply being petty? Harry feels like there has to be more to it.

How did Jackal even know that Norman would be looking at his old storage units? Why has every single murder video included a reference to spider experiments? What was Jackal doing at Oscorp? Harry thought all the animal themed human experiments had something to do with the Jackal but he never thought Jackal worked on that when he was at Oscorp. But if Jackal worked on those by himself how had Norman found out they existed? Harry has a lot of questions for his dad but he can't go back home and ask them until he has proof that Gwen isn't involved in the Jackal's plot. Harry never gets to see his friends anymore, never gets to exist around them, and it would be amazing to have Gwen as Os Academy. She deserves to be there, to work somewhere that'll get her farther than Horizon. It would be a win for everyone if Harry can just get his dad to see that.

Step 1) find the Jackal's evil plan and prove Gwen isn't in it. Step 2) show his dad Jackal's evil plan so they can stop it. Step 3) ask his dad why Jackal hates him so much and why Norman would ever go in person to sneak around in one of Jackal's storage compartments. Sounds like a pretty solid idea to Harry. He doesn't think there's a point in checking more storage units. They are clearly all assassination boxes for the one and only Norman Osborn. He flips through his mental list of other places Jackal frequented. The closest is his office at Midtown High, where he was a substitute teacher. That was a PR disaster when people found out. His office is still untouched since it's technically part of the polices investigation that they're barely doing. Harry's destroyed tons of property in the last hour, what's tampering with an active crime scene in the grand scheme of things?

It's been forever since Harry had to sneak into Midtown through the loose window on the second floor. That was a regular thing for him and Pete when they went here. Peter was always running late so Harry would help him in through the window. Peter always preferred to avoid tardy slips. Back then they were rushing to get to science class. Now Harry is silently walking through the dark and empty halls to investigate his friend's uncle's office to try and figure out his evil plans. Last year was a lot simpler than this. Who knew turning fifteen meant dealing with this level of chaos?

Harry's only source of light is his flame sword. It flickers and crackles across the green lockers and the brick tan painted walls. He remembers running through these halls with Pete, trying to make it through before Flash Thompson got out of class and came to terrorize them. Apparently Flash and Peter are friends now. Peter joked about it once, while they were getting lunch, and said he helped Flash with enough science homework that he decided to be nice. The nickname Tiny Tutor stuck. A lot better than the things Flash used to call them. Harry never understood why Peter helped Flash. Uncle Ben may have said it was the right thing to do but it still felt wrong when Flash would mock and hurt them then get Peter's help after school.

Harry had asked Ben about it once. Ben had explained that Peter had the power to help so he had the responsibility to. Harry thought that made no sense. Flash had the power to ruin people's lives. Letting him walk all over them then helping him felt like encouraging Flash to be awful. Ben had promised that sticking to your morals felt better than any revenge on a bully you could ever get. Harry wishes he could talk to Ben again. Tell him that Flash is nicer now. Ask Uncle Ben why he wanted Peter to help someone who spent so much time hurting him.

Flash wasn't as bad to Harry. He seemed worried about Norman, what Harry's dad would do if he found out about the bullying, so it was tame. Mild. Peter didn't have that option. Harry couldn't do anything. Couldn't protect Peter, not in any way that mattered. He knew he couldn't beat Thompson in a fight. He still tried. Harry would've kept trying over and over again until Thompson broke every one of his bones and gave him a thousand black eyes but Peter had asked Harry to stop. Promised he could handle it alone. So Harry backed off. Tried to pretend he didn't see when Peter was limping or quieter than usual. 

Uncle Ben must've seen it. Must've talked with Peter about it. He wasn't the type of guardian to ignore his kid getting hurt.

He still told Peter to help Flash.

Harry focuses as he walks down the hall. He knows where the teachers offices are. He has to hope that substitute teachers are kept in the same place. It feels weird being the only person here. His footsteps being the only ones to resound down the hallways. It's similar to Oscorp when it's closed. The building is rarely entirely closed, they do have deadlines to met, but there are some days where Norman has something important to show or essential guests to give tours to. Then the place is dead. No one there but strictly vetted personnel.

Harry hated those days when he was young. He refused to leave the penthouse with his nanny, even to walk through the lobby to get outside. When he was old enough to handle things on his own, he had gone to his dad when the building was silent and empty. His dad told him to leave the penthouse for a few hours. Said that Harry couldn't be scared of the very thing he was to inherit. Harry was worried his dad had locked the door. He was seven and didn't give his dad enough credit. Norman wouldn't do that even if he was annoyed with his son. But Harry didn't trust his dad enough back then so he hadn't dared trying to get back to his room. He wandered the empty dark rooms instead, looking for a flashlight. He's gotten good at existing by himself in vast concrete halls with little to no light. A skill that's used more often that he would've expected.

Harry didn't know what normal homes were like until he started going over to Peter's. He got to see a house without any employees working away on the bottom floor. He got to see a pantry that was normally stocked rather than a massive walk in fridge and room sized cabinets. There were dishes in the sink instead of it being pristine and perfect thanks to the work of the professional grade maid who went through cleaning constantly. Harry got to see laundry waiting to be folded on the couch, soaps and tooth brushes thrown on the sink counter, and a messy yard. He never understood why Peter preferred Oscorp when they had sleepovers. Sure, Harry had more tech and more snacks but they got to really play when they were with the Parker's. They got to run around yelling and screaming and being kids. Not exactly acceptable in a workplace.

It's for the best that Harry is at Oscorp so much now. He's got to get used to it, get ready to run the company when his dad passes it down to him. Sure it's a lot to go to school there, and live there, and work on his tech there but it's for the best. He can always leave to do other stuff, like get comics or rummage through private property. Speaking of private property, Harry seems to have finally found the teachers offices. He recognizes the main one. That's where he had to go when he re-enrolled in Midtown after he got kicked out of Horizon High. Harry knows Spider-Man had something to do with it. Why else would he have showed up to stop that fire? There was no reason for Spider-Man to be there beyond sabotaging Harry. Midtown's principal hadn't felt the same way and said he'd be watching Harry and he'd have no problem expelling him if Harry cheated again. Harry was more than happy to leave when his dad made Os Academy.

Harry walks down the hallway until he finds Jackal's office. It's not eye catching beyond the 'Do Not Cross' tape all over the door. He swishes his sword through it and walks inside flipping the light switch as he does. It looks like a standard office. A desk, chair, book shelves. The shelves are mostly empty though and the desk drawers have been pulled out. Harry turns the sword off and puts the hilt back in his bag before kneeling down on the ground by the desk. He looks for hidden compartments in the desk drawers but doesn't find anything. He goes looking around the room, digging through books, skimming through files, and logging onto the computer which holds exactly 0 helpful information.

Harry is about to give up and head back to the storage units when he trips over the rug. He huffs in annoyance. He can see a small bulge where he tripped. It takes some moving around but he manages to get the rug off the ground and shoved to the side of the room. The thing he tripped over is simply an empty box of gummy bears. More importantly, there are scuff marks in front of the desk. Why would there be scuff marks? Who moves a desk around that often? Harry tries shoving the desk forward but nothing happens. It seems like it's bolted into place. He feels around inside and on the side of the desk for some sort of latch or button. His fingers finally land on something and he hears a slight click. The desk slides forward on it's own and where it used to be is a set of stairs.

"How did you manage that in a high school?" Harry asks quietly.

Jackal's real skill was secret renovations. No wonder he didn't want to quit his job at Midtown. Harry lights up the flame sword again and descends down the steps. He debates sending an update to Peter, in case he gets violently murdered so someone can find his corpse, but decides against it. If Peter sees another persons dead body he's gonna lose it. Uncle Ben was more than enough. Peter barely made it through that funeral.

Scratch that, he didn't make it through the funeral. He left halfway through and no one could find him. He came back later and mumbled something about a costume before wincing and saying he was working on a project. If it had been any other day Harry would've pushed. Instead he hugged Peter and they went to buy Ben's favorite cake even though they both knew no one would have the heart to eat it. If Harry dies-well Harry isn't going to die so he doesn't need to worry about that. But if worst comes to absolute worst Norman can track Harry's phone. He can handle seeing Harry's corpse. Peter can't. 

Harry continues down the stone steps until he reaches a large opening that seems to empty out into abandoned subway tunnels. Harry can't think of anything else that would make this place. Its walls are sporadically lined with large machines and random materials. Some boots, knives, watering cans, what looks like a stack of ungraded papers, and more. Not the most organized evil lair. Definitely not the best one Harry has ever seen. He starts walking straight ahead looking for any computer or flash drives or DNA scanners. By now Harry is very familiar with Jackal's DNA scanners. He wishes he took after his mom more, then maybe this wouldn't be such a hassle. No guns appear out the walls or floor as Harry walks through. It seems like Jackal never thought Norman would get here.

Harry takes a slight right when he finds a hallway that looks a lot newer. The lights are off and the glow from his sword crackles against the deep blue of the metal on the walls and floor. There has to be a light switch around here somewhere. Jackal clearly has power going if the sound of running machines is anything to judge by. Harry can't see how the Jackal pulled this off. Maybe he did it during the summer?

Harry finally sees the light switch out of the corner of his vision. He flips it on and blinks while his eyes adjust. There are rows and rows of giant tubes in front of him. They're filled with blue liquid and have…have Jackal inside of them. The rows and rows and rows of clear glass tubes have dozens of copies of Jackal. Copies. Clones.

Harry inhales and exhales quietly, not wanting to disturb the room more than he already has. The place reminds him of the Osborn family tomb. Giant, underground, made of expensive dark material, and filled with husks of people not there anymore. The air is stale. Heavy. The lack of light isn't helping matters. Harry shrugs the feeling off and focuses on the tubes again. There are cables and wires running from them to the computer against the front wall. It's massive, at least twelve feet tall, with a storage compartment jutting out from the middle. Harry walks over to it, making sure not to step on anything, and peers down the middle.

There are spiders inside. Eight of them. They all look different. One's neon yellow, one has a red spot on its stomach, one looks bright blue. None of them seem natural. Jackal wanted to kill Norman over his involvement in spider experiments. Jackal knew that Harry's dad would risk his own life to find the spiders. Would go to Jackal's storage compartments in person to try and find them. But what does Norman want to do with them? Did Jackal make them at Oscorp? If he didn't, how does Harry's dad know about the experiments? Harry looks at the storage compartment and the tubes linking from it to the tubes.

Spider-Man said he was bitten by a radioactive spider. Looks like Jackal found a more efficient way to create a spider army. Harry knew Jackal's plan wouldn't stop at turning Aleksei into a rhino but this…this is a whole new level of unhinged. Harry has seen Spider-Man and Kid Arachnid in action. He's seen what they can do when they barely look like they're trying. The way they dodge almost every attack, stick to every surface, move with super human speed, and the spider strength…two of them is bad enough. An army of spider people as unstable as Jackal could destroy the city in minutes.

Getting Gwen in Os Academy has officially been relegated to second priority.

Harry gets out his phone and puts in his dad's number. He tries out different passwords on Jackal's computer. He made a list of them from what he's seen Gwen use and the passwords Warren used for things like his bank account. The fourth one works. Harry grabs a flashdrive from his bag and plugs it in. He can go over the files later. The call goes to voice mail. Harry tries calling again. His dad has to pick up. They can't risk involving the cops, what if Jackal tries to claim Norman did all of this? He's meant to be in prison and if Harry's dad does have ties to the spider experiments they've got to make sure his name is clear. Not to mention the large possibility of the cops accidentally releasing the spider powered clones. That would be…bad.

"What is it Harry?" Harry winces. His dad sounds exasperated. "I had to leave a meeting. Was this really worth interrupting me for?"
"I-"
"Well? What is it?"
"I found the Jackal's spider army." His dad doesn't answer. Harry wonders if the call dropped. He is pretty far underground.
"I'll be there in two minutes."

Harry, foolishly, thought his dad was coming to help him. Harry thought they would work together to destroy the spider army, capture the spiders, and stop Jackal once and for all. Instead Norman had practically shoved him at the security guards and ordered Harry to leave immediately. He had been shuttled back home, locked in his lab, and hasn't heard from his father in hours. He should've known better than to call him. Should've known better than to think his dad would let him help. Norman doesn't trust Harry no matter how hard he works to prove that he's reliable.

He got the files. He should at least be able to use those to prove Gwen is innocent. Harry wants to go through everything before his dad gets back and yells at him but all of Jackal's files are encrypted. He's been running one of Gwen's programs to decode them but it's taking forever. Harry has no idea if any progress is being made. This isn't his area of science and he can't ask anyone at Oscorp for help with it even if he wasn't locked in his lab.

Harry keeps thinking about the clones. Jackal wasn't born looking like the Jackal. He didn't have green fur or giant ears or weird eyes or clawed fingers. Gwen says it was a serum Warren developed, a temporary one. Jackal must've cloned himself then given the serum to all of the human clones before they were conscious. Harry hoped for Gwen's sake that her uncle could get better but he's…well he's certainly committed to being Jackal. To all versions of himself being Jackal. The clones hadn't matched Warren exactly. Their eyes are larger than normal, like the skull itself has been shattered into pieces then pulled back to reforge itself into something worse. The eyes themselves are black with red irises. That must've been extra work. Why would Jackal do all that? To make it clear who's the original and who isn't? Won't the others argue about who gets to be in control? Maybe they're not as smart as the real thing, just empty headed soldiers meant to follow their masters orders.

But why bother revealing his identity as the Jackal? It must've been a trick, a way to make everyone believe Miles Warren wasn't a threat anymore. But no one thought he was to begin with. No one but Norman Osborn. Was turning Aleksei into a rhino and getting caught just a performance for Harry's dad? Just a way to throw Norman off the scent while Jackal made a massive spider army?

Spider-Man had been the one to defeat Rhino. He showed up within seconds of Rhino coming in and crashing the party. Spider-Man has fought Scorpion, a man with Scorpion powers, more than once. It always ends up on the news. Just like Kid Arachnid fighting Bee-Man earlier today. Jackal's specialty is clearly turning people into animals and so many of Spider-Man's enemies are-Harry has always believed that Spider-Man is a threat. He keeps going out of his way to destroy Harry's life. Harry could never figure out his motive before but now…now it all makes sense.

Spider-Man must be working with the Jackal to try and take down the Osborns.

"Son. We need to talk." Harry looks over his shoulder at Norman Osborn, at his dad, who could be murdered anytime by a member of Jackal's animal army.
"Definitely."
"I assume you have questions." Harry nods. "I'll answer yours if you'll answer mine." Norman stands right beside Harry's chair, looking down at him. "How did you find Jackal's lab at Midtown?"
"I went to his storage units," Harry answers honestly. His dad has definitely gone through the log of where Harry's phone has been today. No point in lying. "I wanted to find proof that Gwen isn't involved in any of his plans. All of them were a trap. A trap for you." Norman's face doesn't change. Harry keeps talking. "All three of them were the same. I would walk in, a DNA scanner would confuse me with you, and a prerecorded message from Jackal would play. He'd promise that you would never find his spider experiments and that you would die. Security features would show up, I'd beat them, and move onto the next one."

Harry waits for his dad to scold him about being reckless. Nothing happens.

"I eventually tried Midtown. It was close and I knew he had an office there. I noticed the scuff marks on the ground and got the desk out of the way. I looked around for a computer or files and found the clones. The spider experiment that was flowing into them. I called you."
"And it's good that you did." It sure didn't feel that way when security dragged Harry out of the lair. "We've killed all of the clones. The transfer hadn't been completed yet so they weren't enhanced. If we had been a few days later it would've been to late." Norman puts a hand on Harry's shoulder and squeezes for a few seconds. "You stopped Jackal's spider army before he had a chance to create it."
"I'm glad I got there in time." 
"I have another question." Harry nods. "What do you think Jackal's plan is?"
"I haven't gotten into his files ye-"
"I didn't ask what his files say. I ask what you have pieced together."

Well this is a question Harry really can't get wrong. There's no skirting around it and he can't give a half answer. He can see it in his dad's eyes. This is important. Essential. All or nothing. Harry exhales quietly and straightens his spine.

"Jackal is creating a spider army and has been for awhile. Spider-Man and Kid Arachnid are Jackal's attempts to make the world see spider powers as a good thing, he wants the world to see his minions as heroes, so that they aren't prepared when the spider army attacks. He's mutating innocent people, like he did with Aleksei, or mutating criminals, like he did with Scorpion, to fake fights for his spiders to win. He hates you for trying to stop him so he wants to destroy us along with the Osborn name. We have to stop Spider-Man, Kid Arachnid, and Jackal before they can ruin our lives even more."

Norman looks at him. Harry manages not to flinch or move as his dad examines his face.

"Walk with me Harry." Harry follows his dad without question.

Was Harry right? Was he even close? Did he miss see something, misunderstand, did he go wrong somewhere?

"Years ago Miles Warren came to me with the idea of genetically enhanced soldiers. Serums we could see off to the highest bidder to create advanced humans. I will admit, I was intrigued. I funded his project. But when I saw the results of his experiments and I saw the power they held I knew he had to be stopped." His dad was involved but he fixed it.

Well, did his best to fix it.

"I took all of Warren's work. I made sure his good name was destroyed and the only job he could get was a substitute teacher at a public high school. I kept close tabs on him. I knew that we could not let him destroy the world with his spider army and I knew he would hate me for what I did." Norman stops walking and looks at Harry very seriously. "I have spent years of my life working to ensure that Jackal's plans will never come to fruition. Unfortunately I failed. When Spider-Man first appeared I hoped it to be a fluke. Mere chance. Then Kid Arachnid came onto the scene and I knew that Warren had somehow gotten his hands on spider serum. I began planning for ways to eradiate the threat." Norman opens a door and walks inside. Harry follows him.

The room is massive. It's bigger than their penthouse and it is covered in tech. There are people working and the hum of voices is loud. There are projected pictures on the wall of Spider-Man and Kid Arachnid along with videos of their fights and guesses at where they're currently located. Harry recognizes the Spider Slayers against the wall but he has no idea what the rest of the tech does.

"This," Norman says, "will be my second greatest achievement in life. All of this will ensure Spider-Man's death."
"What does it all do?"
"This is a spider detector. We've been working to isolate the radioactive content in their blood so we can track them any time and any where."

That would make it so much easier to prove that they're waiting out right before crime happens, to prove that the fights aren't real.

"We have machines analyzing their fighting style and their abilities. We're working on a serum to take away their powers." That won't be enough. Jackal will just give them a new dose of spider serum. "And if needs be, ways to neutralize them. Like the Spider Killer 3000. Spider-Man has proven to be nearly immune to bombs even when at the center of their blast. This is strong enough to vaporize him in seconds." 

"So you have a plan?" Harry asks his dad. "A plan to destroy the spiders and all of Jackal's lackeys?" Norman grins.
"Yes. I do." Norman puts a hand on Harry's shoulder and guides him forward. "I owe you an apology Harry. I under estimated you. Your resolve. You took things into your own hands when you saw only a glimpse of the problem. You know what needs to be done."
"We need to kill the spiders and Jackal."
"Exactly."

Norman puts a hand on Harry's shoulder.

"Jackal and Spider-Man have sworn to destroy us and it is time that an Osborn finally strikes them down. I know you can be a hero Harry. That's why I created Os Academy. To mold you. To encourage you. To turn you into something better. You can be what this city needs. A new hero for a younger generation. Jackal knew my plans, knew what I wanted for you, and he used Spider-Man to steal that. He has set Spider-Man to take the very role I envisioned for you, and we cannot let that stand. We cannot let him take even more of our legacy. Once Spider-Man is gone the world will know that the Hobgoblin is their savior."

Norman gestures at a robot against the wall. What Harry assumed was a robot. On closer inspection he was wrong. The wall is lined with dozens of similar looking armored bots but this, this is a suit of armor. It looks amazing. Sleek grey metal matched with a thick orange material. Harry's glider resting against the case. A belt with his bombs and a holster for his sword. His dad must've been working on this for ages. Waiting for the day Harry finally proved he can be useful.

"Will you rid this city of Spider-Man? Are you ready to truly make me proud?"
"Of course." It's an easy yes. It's for his dad. It's for his city. How could he not?
"That just leaves us with the matter of the name."

That's harder. Dad clearly wants him to be a hero for a long time. The world is full of people bent on destruction and Harry has to help stop it. He'll have to be a hero until his dad says it's enough or the world is peaceful. This name may be what defines him for the rest of his life. It will be the first and probably only time he gets to make a name for himself without everyone seeing Harry Osborn. Without everyone assuming his success is solely from his dad. Harry wants to choose a title that fits him, what he'll be fighting for, something that won't point to the Osborn's.

Harry wants a name that reminds him of Peter. Sure, Peter didn't meet up with Harry today but he's still Harry's best friend. With this, with this suit, Harry can finally protect Peter the way he's wanted to since...Harry doesn't even know how long. Since Thompson bullied Peter, since Harry found out Peter was an orphan, since Peter laughed at his jokes, since they went to the zoo together and Harry got to pick out a birthday gift, since Harry saw Peter shopping for school supplies second hand and accepting the cheapest (and worst) options, since Harry met his best friend.

Harry can finally protect Peter like he's wanted to since Uncle Ben died.

"I want to be the Hobgoblin," Harry informs his dad. The nickname Peter gave all of his goblin sharks in honor of Harry. Everything Harry does from now on, every moment he is in that mask, he will be honoring Peter. Protecting Peter. Thanking him for being Harry's family and trying to return that favor.
"It's perfect."

Harry is going to make the world a better place. He's going to kill Spider-Man and Jackal and Kid Arachnid. Then Peter will finally be safe and his dad will finally be proud of him.

"I think," Norman says, "you're going to need some more practice with that sword of yours." Harry grins at his dad and his dad smiles back.

Chapter Text

"Hey Otto, if you're our mentor can we ask you for advice?"
"I suppose so."
"Can you tell me what love is?"

Otto would bet money this is some sort of trap.

"Are you really dragging this up again?" Gwen asks. "You've got to let it go Pete."
"Never." Peter turns to Otto. "I once said that you would love one of my projects and you defined love."
"I have no recollection of this."
"Well I do. It was about my tracker, when you gave me an F."
"You didn't show up in class to turn it in," Otto reminds him.

Should he get the boy to patent that tracker as well? Otto decides against it. Many of their villains work in science and if they recognized Peter's work with Spider-Man's trackers like Otto did…well he'd rather the boy stay alive long enough to graduate high school.

"Spider-Man was using the tracker to fight Black Cat." Well if Otto had known that he would've given the boy a chance to improve his grade. "You seriously don't remember what you said when I promised you'd love my project?"
"I do not. I assume I said something along the lines of 'Love is for starry eyed dreamers and does not belong in the fields of science'." Otto thinks. "I believe I told you that it was important to remember and you walked away muttering about dreamy eyed starfish." Gwen sighs.
"He is going to be insufferable from now on."
"I told you!" Otto doesn't get what the fuss is about. "You all said that I was wrong and tired and delirious but I was right!"
"You fell asleep while walking Pete, sorry we didn't take you seriously."

Otto remembers Parker doing that semi regularly now that he thinks about it. Otto should make a list of all the ways Spider-Man and his expectations of Peter Parker have ruined the boys chances at academic success.

"I hardly see what the fuss is about." Love is a ridiculous useless emotion that only causes problems.
"It's not that the definition is weird," Gwen informs him. She is carefully separating her cinnamon roll into equal sized bites then sticking four or five on her fork at a time. "It's that we didn't believe him about it."
"You offended my honor," Peter jokes, bumping his shoulder against hers. She rolls her eyes fondly.
"You fell asleep while standing up. Why would we take you seriously?"
"Because I was right. Wasn't I Otto?"
"Do not drag me into this."
"You dragged yourself into this when you forced us to be your mentees."

Otto knows several people who would kill for him to mentor them. They've offered to. Repeatedly.

"Well you could certainly use the help."
"That doesn't make me want to stick around." Peter chuckles to himself. "Get it? Stick around? Since that's what the spiders do?"
"How did I not realize you work for Spider-Man when you make puns like that?" Gwen asks.
"My puns are great."
"They are on par with Spider-Man's," Otto informs him. "What they lack in humor is made up for with sincerity."
"I can never tell if you're insulting or complimenting me," Peter informs him. "Your puns have been getting better." Otto sighs.
"It is by far the most ridiculous part of being a hero."
"Why do it?" Gwen asks. She's currently sitting on the floor and stacking her cut up pieces of cinnamon rolls. She seems to have a process. The pieces are getting cramped on her plate.
"Spider-Man does not require them but there are more pros than cons."

Dissolving tension, lightening the mood, distracting villains, ensuring bystanders that you are there to help, boosting team morale, etc. And to think that Otto used to believe Spider-Man made puns to make up for his lack luster heroics. It was annoying to say the least, when he realized how wrong he was. Spider-Man is far more calculated than Otto used to believe. Norman should be glad he's chosen to be a hero. The man is a force to be reckoned with now and he is holding back. Otto hopes he never sees Spider-Man's morals change.

"It is similar to costumes. I personally felt it was ridiculous to have a costume in such bright colors but Spider-Man believes the pros outweigh the cons. It may not be stealthy but it assures bystanders that you are not there to hurt them and helps Spider-Man be more easily recognized."

Things Otto never considered as he judged Spider-Man before joining his team. Otto hates the awkward parts of learning new things. He is not often wrong and has not grown used to the feeling.

"At least with costumes you design them once. Puns are a never ending battle."
"Do you actually listen when Spider-man gives super hero advice?"
"Obviously." Peter looks surprised. "Was Spider-Man under the impression I do not pay attention." Otto can fulfill basic instructions, believe it or not.
"No, he knows you pay attention. I just forget sometimes. It's hard to imagine you listening to other people when your whole job was telling us what to do."
"I'm still getting used to you being a hero," Gwen agrees. "Is it weird to be in fights?"

Well it's strange to be winning them.

"I suppose so. Neither of you," Otto says immediately, pointing at pencil at them, "are allowed to fight others."
"Wasn't planning on it," Gwen promises.
"You already lectured me about my leg," Peter reminds him. "Isn't that enough for the day?"

Well, no, since the boy was walking around on a splintered bone and that sort of thing isn't something one should ignore.

"Well, I'd prefer if you stayed alive Mister Parker. It'd be an embarrassment if my mentee died protecting a pigeon."
"You always leave the cool parts out of that story."
"What cool parts?" Gwen asks, stifling a smile.
"The part where I helped protect an old lady."
"Is she the one who gave you shark band aids?"

Otto is trying to avoid thinking about the shark band aids.

"I keep those on hand. Like Doc Mcstuffins."
"Oh I forgot about that show," Gwen says, sounding almost nostalgic. The two of them are entirely to young to be nostalgic.
"Otto did you ever watch Doc Mcstuffins?" Peter asks, leaning back against the wall. He looks exhausted and keeps stifling yawns. "You know, that show about the kid who has a magic stethoscope that lets toys come alive and she's a toy doctor?"
"I did not." The girl and boy look aghast. "I can hardly see how it would matter."
"It very much matters," Peter counters. "Right Gwen?"
"Definitely."

Otto can't work on projects with Peter when he's meant to be recovering from having minor surgery and the girl is clearly anxious even if she's trying to hide it. He needs to search the girls house to make sure it's safe and he needs to decide what to do with the boy and his desperate heroics. If Doc McStuffins-whatever that is-will keep them from running off they can watch the children's show.

And that is how they end up in Otto's makeshift living room. It contains a TV and beanbags thrown randomly around the room. The only other addition is the thick rug and the dozens of CDs lying against the walls. It's on the balcony that rings around the building, the living room located right next to the stairs. Peter had been concernedly adept at hopping up the stairs with one leg. 

"What other password could there possibly be?" Peter questions.
"Uncle Warren had a lot of passwords, so what if I don't remember the right one for this particular streaming service?"
"This is the one with Doc McStuffins so it's the only important password."
"Peter, that doesn't even make sense. Did your brain break along with your leg?"
"My leg barely broke!"
"It splintered, I saw the x-rays."
"Doc McStuffins would yell at you for breaking patient confidentiality."
"Doc McStuffins is eight, I can take an eight year old."
"No eight year old could be a medical doctor," Otto informs them.
"You're nineteen with a million different doctorates," Peter counters. "You require plausible deniability."
"I am a real person, unlike Doc McStuffins."

Obviously. 

"Frickle frackle flapjacks!" Gwen exclaims as she huffs and puts the remote down. "I give up, I don't know the password."
"Gwen, just curse," Peter says looking amused.
"You're both children. Neither of you should curse."
"If I get my leg broken I think I should be allowed to curse in pain."

Otto looks at Peter feeling deeply unimpressed.

"I am not incentivizing you to break bones." He grabs the remote. "What are you trying to sign into."
"That one, but it doesn't matter because I don't have my uncles sign in information and I refuse to pay for two subscriptions I don't need."
"I always steal Harry's logins and I don't think we should sign into any Osborn stuff at Otto's place," Peter admits. "We could try to find some episodes on Youtube?"
"That's worse than not watching at all." Otto hands Gwen the remote.
"There."
"What do yo-how did you sign in?"
"I bought an account."

At Peter's shocked face Otto pinches the bridge of his nose.

"Mister Parker, I am a millionaire. I can survive a few dollars a month." He'll probably cancel the thing once they leave. He doesn't have time to watch shows, made for children or otherwise. "Turn on whatever it is you wanted to watch."
"Doc McStuffins," Gwen clarifies immediately.
"Sure."

The girl seems fine. Better than she was half an hour ago. She's no longer glancing towards the stairs or watching Otto's every move like she's waiting for instruction. She finished her cinnamon roll. The show is playing as she watches with her back against a bean bag and a phone held idly in her hand. The boy is asleep. Otto thinks he's asleep. He isn't entirely sure. Parker keeps sitting up randomly, shaking out his head like he's trying to wake up, before his eyes shut again. He used to do that in Otto's class. He kicked the boy out for it more than once.

Otto isn't particularly fond of those memories any more. He was neutral about them a week ago but now it…it's uncomfortable. Like sharp pin pricks along Otto's human arms. He does his best to ignore it as he goes through Horizon High's files on the children. Gwen's is certainly more impressive than Parker's. She can boast of extra credit, helping NASA with their experiments, creating far more advanced research in gene splicing than nearly anyone else in Horizon. Parker's file is populated with voids. Absences and notes about his tardiness. Missing projects or half finished homework. When he does turn in completed things they always get high marks but that is a rarity. There's another absence in his emergency contacts. Horizon requires there be at least two people to contact and only one is filled with an actual adult. The other is Harry Osborn.

Otto knows the boys are friends but that is a disaster waiting to happen.

Parker works as Max Model's lab assistant. Where does Parker find the time? No wonder his school work is suffering. That position is hard for freshmen to manage when their only other obligation is school. Peter doesn't have that luxury. It doesn't look like Peter is being paid. Why isn't Model paying him? Many things at Horizon are done for the glory or for extra credit but that position is meant to be paid.

"Where are you going?"
"I need to make a call. I trust you won't run off."

Gwen does a mock salute and goes back to staring at the TV. Otto walks down the stairs, phone in hand, and steps into the alley. He has no idea how far sound will carry within his lab and he'd rather not test that at the moment. If Otto needs to yell at Model until he sees sense he doesn't want Gwen to hear it. Otto has to call the number several times. It's getting annoying. He misses being able to lean against walls. Now he has extra appendages that get in the way. He sighs and resigns himself to standing uncomfortably. The call goes to voice mail. He redials Max's number. If he needs to walk to Horizon High he will. It will likely mess up his cover at Os Academy but he would like answers. Now.

He'd also like answers about the blood in the alley. It's most likely Parker's but Otto hopes the boy has enough common sense not to fix wounds in disgusting alleys.

"Otto, you should not be calling this number."
"I don't appreciate being left waiting Max."
"You stormed out of here and quit, leaving me without a science teacher in the middle of the year!"
"I explained that already." Did Max forget? "I don't have time to go over this again."
"Then why are you calling me Otto?" Max asks, sounding exasperated.
"Why aren't you paying Peter Parker?" There's no answer. "Model-"
"Otto what are you talking about?"
"Peter Parker. Your lab assistant. Have you been experiencing memory problems as of late?"
"I don't have any issues with my memory, my only problem right now is you." Well, Otto could say the same to him. "I do pay Peter, just like I pay the rest of my lab assistants, but it's not your business. This is incredibly unprofessional. I want you to lose my number Otto."
"I would argue child labor is more unprofessional. No method of payment is listed on file."
"The money goes directly to paying his tuition." A likely story.
"That-"
"Otto, I do not have time for this. It's none of your business and frankly I'd prefer if you left my students alone. Stealing Gwen Stacy was more than enough."

Max hangs up before Otto can counter that he would've preferred if Gwen stayed at Horizon but the girl doesn't listen to anyone so he might as well keep her from dying. Well fine then. Otto debates going to confront him in person but decides against it. Whatever Max is upset about is sure to be complicated and annoying and not currently Otto's problem. He can't do anything about it if Max is stealing the boys work and time. Otto has no grounds for such a confrontation, that would be reserved for Peter or his legal guardian. His aunt. Someone Otto needs to talk with anyway.

Well Otto has nothing else to do today.

"Gwen, you are welcome to use the webshooters if he tries to leave."

Otto can hear Peter's annoyed exclamation from the other side of the phone. Gwen called to ask what she's supposed to do now that Peter is awake and trying to leave Otto's lab. He's been complaining about being kidnapped, which is absurd. Otto is going to let him leave eventually.

"That isn't fair!"
"He's saying that isn't fair."
"He broke his leg. I don't care what he thinks is or is not fair."
"Otto says you lost your rights when you broke your leg."

Otto can hear Peter grumbling.

"Where did you end up going?"
"It's a long story." One that Gwen does not need to know. The last thing he needs is for the girl to get inspired by the boy's absurd heroics. He can hardly have both of them roaming the streets at night. "I'll be back eventually."
"Have fun with your date."
"It's a parent teacher conference," Otto corrects in exasperation. That feels like an adequate name for this.
"Definitely don't date a parent, they're too old for you."
"I'm hanging up now."
"Bye!"

Gwen seems to have adjusted to losing certain formalities rather quickly. Otto sighs and looks around the cafe again. He has no idea what May Parker looks like. He called her, found her number in Peter's file as his emergency contact, and asked if they could meet to discuss Peter's academics. She agreed immediately and now he's at some place called Joe's cafe. He vaguely remembers the spiders mentioning it. She suggested the spot, something about being close to Otto's lab. Otto is certain she was simply telling him she knows where he lives. He would certainly hope Parker told her. In ordinary circumstances it would hardly be appropriate to invite a student to your home without meeting their parental figures first.

Otto has no idea what to expect out of May Parker. He knows what he needs. Someone who can reach Peter and pay enough attention to keep him out of trouble. Otto never bothered to have a parent teacher conference with her before since he believed Parker unworthy of that use of time. That mistake is certainly causing a hassle.

"Professor Otto?" Otto looks to his left. The woman has thick gray hair, a long sleeve green shirt, a brown shawl, and a brown purse at her side. She's older than he would've expected, wrinkles pressed down deeply into her face.
"Miss Parker." Otto offers to shake her hand, making sure to extend a human arm. She smiles at him, the same smile Parker has, and returns the gesture.
"It's nice to meet you Professor. You can just call me May."
"You may call me Otto."

He may as well offer another person first name basis. He seems doomed to that as of late.

"I have to admit, I thought you were older." Otto resists the urge to sigh.
"I had hoped Parker clarified," Otto says, with a practiced casualness. He'd ask how she knew it was him but the metal arms were likely distinctive. "Please, sit down." She does, settling down at the other side of the table.
"Forgive my bluntness, but is Peter in trouble? Did something happen at school?"

Perhaps Otto should've clarified earlier. Then again, claiming that they are meeting solely for good light hearted reasons would've been a lie.

"He isn't in trouble," Otto assures her. "Peter mentioned that you had some reservations about him working with me. I wanted to answer any questions you may have."
"I appreciate that." Otto isn't technically lying, Peter did say that. He just has better reasons for being here. "What do you teach at Horizon High?"
"I taught science." Otto does not believe it'd be helpful to say his specific title, since she likely wouldn't know what it is. "I transferred to Os Academy on Friday."
"I heard about Norman's school. Why did you switch?"

Otto needs to spy on the person trying to kill her nephews friends.

"I felt my career would progress faster with Norman Osborn." Heroic career, that is. "I left on amicable terms with Horizon."
"So you aren't Peter's teacher anymore."
"I am not."
"He said he was going over to your lab today."
"He did." May looks confused. "I would like to mentor the boy despite no longer being his professor." She looks suspicious which is not ideal.
"How did you become a teacher?"
"I went to college early. I have several doctorates and earned my teaching degree two summers ago so I could teach at Horizon High."

Max had offered him the job, despite Otto being high school age himself at the time. Otto accepted it, out of gratitude more than anything.

"Will you be doing that with any other students?"
"Peter Parker and Gwen Stacy are the only students I plan to mentor."
"Why them?"

A fair question. Otto can hardly say it's because the two of them have a knack for getting in trouble with the spider men.

"I believe they will both improve the world. I would like to have a hand in that."
"To be blunt, I wasn't under the impression you liked Peter."

Because Otto hadn't before. He felt the boy was lazy and irresponsible. 

"He made something that impressed me earlier in the week. I invited him to my lab so he could experiment with more materials. It was out of curiosity more than anything. He made a power amplifier. One small enough to fit in your hand but as powerful as the amplifiers the size of this table. It took him less than two hours and he made it under the impression he would need to disassemble it before he left."
"I'm not smart like Peter is," May admits. "Neither was his uncle. I'm not sure what a power amplifier is, Otto."
"The device itself isn't important."

Otto should've clarified in layman's terms, he isn't talking to a group of students.

"He showed remarkable intellect as well as a ability to put his skills and knowledge to use. It was the most impressed I have been with a student in all year."
"So he's smart. Smarter than the other kids at Horizon."
"The others may be able to beat him in specific parts of math or creating different serums but his ability to find solutions to real world problems is far above any other fifteen year old I have ever met."
"So you want to mentor him because you think he can make things to improve the world?"
"Yes."

Otto decides to be blunt. He needs May to trust him. To understand he is attempting to help Parker.

"I am nineteen. I went into college at fifteen. This is my second year teaching remarkably talented teenagers. I have seen what happens when they are not guided and shown how to operate within the corporate world. If Peter or Gwen try to do things on their own they will likely be taken advantage of. I do not want to see the boys inventions stolen from him because he underestimated their worth."

Otto also doesn't want to see the boy die because Spider-Man has overestimated the capabilities of a fifteen year old.

"I am happy to answer any questions you may have and follow any boundaries you wish to put in place. If you want me to stop talking with Mister Parker I will do so without complaint. But I would appreciate if you would allow me to help your nephew. He…he deserves to have guidance."
"Thank you Otto. I would love for Peter to get to work with you."

Well good because Otto hadn't planned on breaking off contact with the boy. He doubts Peter would've let him anyway, since the two of them are so consistently around Spider-Man.

"I'm glad he got into Horizon and the two of you met each other."

Otto is going to say he's sure they would've met eventually but he stops himself. If he doesn't do something, intervene in some way, Parker will not be a common name among scientists and researchers. He will graduate high school, if he's lucky, then burn himself out trying to save the world.

"I am as well, Miss Parker."
"I told you to call me May," she says, smiling kindly.
"I am as well May," Otto corrects.

The conversation flows better than Otto expected. May asks more about his teaching experience and how he started work at Horizon. Otto makes sure to mentally tailor his words to ensure that she won't be confused. People do not tolerate you as much if they are unsure what you're saying. May swaps stories with him easily. Otto is surprised when she asks for clarification about what her ward is creating.

"Peter talks with me about his inventions all the time but he might as well be speaking in another language," May admits, smiling fondly. "I'd like to give him some sort of feedback, or compliment something specific, but I have no idea where to start."

So Otto explains the inventions she asks him about. He explains the purpose of each thing in depth as well as how long it took Parker to make. Otto makes sure to highlight specific things the boy excelled in. He watches her face when he describes the tracker Peter made-one of the school assignments Otto knows for certain was a repurposed Spider-Man project-and it doesn't change. She asks questions as he goes and he makes sure to answer each one clearly. He hasn't had a parent ask what their ward is creating. Well, he has, but it was always about whether or not the student was excelling. May wants to know so she can better talk with the boy about his work. So she can compliment him on it. Otto gives her specifics. She takes notes. Otto has never had a parent take notes on that sort of thing.

She cares about Parker. That much is clear. Which…which means Otto has a chance of getting Parker to quit the heroics now. He can go back to his standard life with his aunt and forget this ever happened.

"Do you mind if I ask you a few questions about Peter?"
"Of course but I can't promise I'll answer."
"I have noticed that, when he turns in his work, it is always more than satisfactory. But he seems…"

He seems like he's burning himself out working for a super hero who should be find an adult to make his tech.

"When I taught at Horizon there were times I had to fail his assignments because he was unable to turn anything in. It seems like he spreads himself to thin."

May winces and sighs. She fiddles with the strap of her purse, like Peter pulls on the ends of his sleeves.

"He's always been hard working. It's gotten worse since the start of the summer. He's taken things more seriously since my husband died." His parents and uncle are dead. "I had hoped school would be a good distraction. Something to focus on and work for. His uncle would've been so proud that Peter got in. If he's distracted that's why." She smiles a bit. Otto knows it is for his sake. To lighten the mood. "I'm not sure I can help you fix that."
"That explains some things," Otto offers, stalling for time.

She's grieving, obviously. Otto may not understand the emotion and may see it as a waste of time but it is still there. For May and for Peter.

"He is not always distracted," Otto offers trying to reassure her. "When he turns in assignments his work is well done."
"He's always been smart. I knew he'd fit in at Horizon. I was surprised he did well enough to get a scholarship but I shouldn't have been. He works hard."

Horizon High doesn't offer scholarships. Max didn't want to deal with the complexity. Otto hadn't agreed with it, since smarter students should obviously be allowed in for cheaper, but he had never voiced those concerns.

"He does," Otto agrees, trying to figure out what to ask.

Maybe she has a poor memory? She's old enough for that to be a problem. He certainly hopes not, that would make it a lot harder to keep Parker from endangering himself.

"Horizon does it's best to take care of it's students."
"I noticed, particularly at the start of the year. I was so surprised that all the school supplies are provided. It made shopping a lot easier."

That is also not a thing Horizon does. What, exactly, has Parker been telling his aunt? Should Otto tell her the lies? He can't see how this would be Spider-Man related but the boy cares about his aunt. Why would he lie to her about such trivial things?

"I would like to meet with Parker after school when he has a chance. I want to give him the space and materials to create things he can't at Horizon."
"That sounds good to me, as long as he wants to go."
"Are there any times you would prefer I avoid? Any obligations he already has?" Otto normally wouldn't care less and would demand that they schedule their lives around his day-since his time is worth more than most peoples-but he needs May to at least somewhat like or trust him. So politeness it is.
"Oh it should be fine. He has lunch with Harry every day but beyond that he just has school. Me and Ben agreed we didn't want him to get a job, not yet. He should get to focus on his school."

Parker has a job. He works as Model's lab assistant. Is there something he uses the money on that he doesn't want his aunt to be aware of? But there's no payment registered and no money being exchanged.

"That is good to know." Otto needs to figure out why the boy is lying. Then he can decide whether or not to inform May.
"Do you two have anything specific you'll be working on?"

Otto hasn't thought this plan entirely through. It could backfire and result in Parker being upset Otto involved his aunt. Then again, Otto doesn't particularly care if the boy is frustrated with him.

"I want him to patent his work. Did Horizon ever explain that process?"
"No but I know a bit. Me and Ben researched it on our own. It certainly seems like a complicated system."
"Horizon High offers help but there are stipulations. They own part of any patent the student files with them. Not to mention that anything created at Horizon High is owned, in part, by Horizon High. Parker has been working on things he should be able to patent on his own. Most importantly the power amplifier."
"You mentioned that before."
"He is under the impression it isn't worth patenting."

It occurs to Otto that he may have overstepped but it's too late now.

"I talked to some of my colleagues about his design and it's capabilities. I haven't made any firm deals, since it isn't my work, but these are some potential places that would like to buy the product if Peter decides to sell it."

Otto hands her a piece of paper. He made sure to sort through everything so it wouldn't go to any corporations that have had super villains. He had a feeling Peter wouldn't like the idea of his tech causing a new Vulture. May is holding onto the paper tightly and her hands are slightly shaking.

"Are these typos Otto?"
"No." He wouldn't make such an absurd mistake.
"That amount of money…"
"Peter would not be selling the patent," Otto clarifies. "They would pay significantly more for that but he has mentioned concern over how his inventions may be used in the past. The payment would also go up in the future, particularly if he signs with-"
"Otto, that isn't what I meant." May sounds upset. Intense. "When you said he could sell I thought you meant a few hundred dollars. Not this."

The numbers on the page are not a few hundred dollars. Otto wishes Horizon High talked with the parents about what to expect realistically from the students. They rarely understand what to shoot for, either going absurdly high or getting ripped off. Then again the students are responsible for themselves which certainly cuts out the weak links. 

"This is more than I make in three months with both of my jobs and you said Peter thought it was worthless?"

She works two jobs. Not ideal for her to keep an eye on Peter.

"I didn't want to overstep but I thought it could be helpful to have a dollar amount when I spoke with him about patenting his work."
"Otto what do you get out of this? You're putting it all together. I'm not one to look a gift horse in the mouth but this is a lot of money."
"I would not take anything from Parker," Otto says, trying to keep the offense out of his tone. "This is not for my gain."

As if he needs to steal from a child.

"I didn't mean-" May cuts herself off. She's still staring at the paper. "I didn't mean to imply you'd take his work. I just never thought…he's fifteen. This is a lot of money for a fifteen year old to make on something he thought was worthless." Well at least she didn't mean to be offensive.
"Peter's view of his work is often tainted. I am simply glad he didn't share this particular idea with anyone else."
"How would this work? If Peter agrees?"
"Normally he would sign with a company and be paid the amount over the course of a year or two. I believe I can convince most of them to give him the full amount now. I work extensively with each company and they all owe me a favors."

Otto remembers the disappointment that came with signing his first contract and realizing he had awhile to wait before he was actually paid. When the money comes doesn't matter much in the grand scheme of things, Otto is aware of that. He still arranged for Parker to get paid in full.

"If we worked quickly we could get the money within a month. We just need the boy to agree."
"I'll talk with him." She's holding the paper tightly. She keeps rereading the same lines. "This…this gives him a real chance, doesn't it?" Otto isn't quite sure what she means. "I've been to Horizon. I've been to Oscorp. I've seen what real scientists use and it was never something me or Ben could give Peter. Even when we both worked. The best I hoped for was that Norman Osborn would hire Peter and let him get some experience and Peter could one day work on his own."

Otto notes the apprehension when she says Norman Osborn.

"If Peter's work is worth this kind of money he has a chance, doesn't he?"
"He does."

May clearly cares about him. A care that makes Otto uncomfortable, almost, with how genuine it is. The woman had no idea about even the most basic of engineering premises and still tried to figure out what Peter would need to work as an adult. She likely didn't understand what she was looking at. Her equations would've been wrong; full of things Peter would never need and missing items he couldn't operate without. But she still attempted to plan for the boys future. Otto told her about Spider-Man, about Peter's work as a hero, she would help him. Protect him. Otto is sure of that.

"Otto? Are you alright?"
"I am fine Miss Par-May. I am fine May. Simply lost in thought." She's holding onto the paper still. "You can keep that," Otto offers, trying not to sound awkward. "I have copies." She smiles her thanks and puts it gingerly in her purse. "Miss Parker, can I be blunt?"
"I prefer that to beating around the bush."
"I do not know Peter well. I do not…"

How can Otto say this without calling Parker a liar?

"I plan to ask Gwen's guardian the same thing. It is not a judgment of Parker's character simply something I wish to plan around. I do not want to be caught unaware." May looks vaguely confused but nods anyway. "Are there times where Peter is dishonest? Most teenagers have their moments and I do not want to miss something which could jeopardize your nephew's safety." May smiles and chuckles.
"Oh Peter's as honest as they come. I always joke that if I gave Peter permission to try alcohol he'd come back apologizing for having a virgin margarita. Makes him terrible at surprise parties," May says lightly. "You don't need to worry Otto, I'm sure that won't be a problem."

But it is a problem, made even worse by how clearly she can not see it. Parker has lied to her about where he is, who he works with, and school. There were several lies about school that Otto can clearly see are not connected to Spider-Man. Peter lied about having a job, lied about school supplies, lied about a scholarship. Apparently, Model was being honest when he said Parker's wages went directly to his tuition. The boy is not just wearing himself down in his attempts to help Spider-Man and the city, he is pushing himself to lighten the burden on his aunt. The boy does both without wanting anyone to know. Without letting anyone find out.

Peter is solely working to try and improve the lives of others while making sure that they never know they need to ensure his safety. Spider-Man likely has no idea how far Peter Parker has gone in trying to protect others, the boy probably convinced him of some falsehood. Otto saw through the pigeon story but Spider-Man is not as smart as he is. Otto will admit the older hero should've seen something suspicious when Parker kept going to him for help with his injuries but even the boy's aunt has no idea. Spider-Man is busy saving the city and May is busy keeping them afloat. Peter is left to drown on his own while ignoring every flotation device around him.

"I am glad to hear it Miss Parker."

Otto cannot rely on her to keep Parker from destroying himself in an attempt to be a hero. The best he can hope for is getting Spider-Man to see that the boy is not as fine as he claims. The older hero should be able to get through to the boy about fighting threats. Otto will work with Peter on the spiders tech. He can pretend to be worse than he is, he will ensure that the tech fails at times, so Parker will stay busy with that side of heroism. A side without the threat of broken bones. It's the best Otto can hope for. It doesn't seem like enough.

Chapter Text

Why did Kid Arachnid's arch-nemesis have to be made of bees?

Miles leans his head back against the wall and groans quietly. This should be an easy conversation. Peter is his mentor. One of his closest friends. Peter is Spider-Man. He'll know how to handle this, probably have some secret easy magic solution Miles never even thought of. Peter has the experience Kid Arachnid lacks. Miles looks at his phone, held loosely in one hand, and shoves it back in his pocket. Miles has to tell Peter about Swarm but he has no idea how to start. Peter said to avoid having important conversations on electronics anyway, in case they're being monitored. Miles thinks it's a bit much, Then again, Miles ignored Spider-Man's warnings earlier today and utterly failed with Swarm.

Whatever. He'll go find Peter in person once he decides what to say. The city is chaotic, even for a Saturday. There have been more villain attacks than normal. The Scorpion thing, Swarm, three bank robberies, and a small jail break. The cops handled that before Kid Arachnid could decide if he should go help without Spider-Man. Miles isn't sure where Spider-Man is. After the Scorpion fight he disappeared. Probably dealing with a big problem like Hydra or Norman or Kraven. Miles hopes Kraven isn't back. There's only so many intensely obsessed villains he can take in a day.

The breeze is nice even though it smells a bit like burning buildings. There's smoke in the city skyline from a building close to Avengers tower. They'll probably handle it. Peter warned Miles that they might run into the Avengers, since they share a city and Iron Man talks with Spider-Man semi regularly, but it hasn't happened yet. Miles hopes today isn't the day because he is not prepared. He stretches his hands out in front of him, letting his fingers crack then settle back into place. The concrete wall against his back is firm and unrelenting. Stable. Also a bit prickly. Miles can feel textures with more detail now and he's still getting used to it. Peter suggested a lot of different clothing brands and materials that make it easier to manage. He even let Miles borrow some of his. It helps but everything is still…

Miles can see so much more than before. It used to be that his eyes focused on one thing, or one part of his vision, and that was that. The other parts would be blurry and out of focus. He wouldn't notice details there, if he noticed anything. Now it's constant clarity all the time. Nothing is ever out of focus, nothing ever turns off, it's like his brain is wired with a state of the art camera after Miles was used to his eyes being a flip phone (do flip phones even have cameras?). He didn't realize how bad it was until Peter gave him news lens for his mask. Peter launched into a whole rant about them, about how they worked, the science behind them, but Miles hadn't paid attention to a word he said. He just breathed and relaxed for the first time since getting bit. The ache behind his head was gone and his eyes weren't straining.

After a minute or two Peter cut himself off. Sorry. I forgot this is your first time. We can wait till you're used to it. Peter had smiled, almost sheepishly with his hand on the back of his neck. It's a lot your first time. You don't even realize how exhausting it is until the pressure is gone. Miles had smiled, still only half paying attention to Peter. Peter coached him through everything even when it wasn't important. Peter can coach Miles through this to. Spider-Man's dealt with Norman Osborn, Swarm is nothing compared to Norman. Miles simply needs to find him. He lets go of the wall and drops down several floors. Kid Arachnid and Spider-Man practiced catching themselves when they fall over and over again until Peter was sure Miles could do it alone.

Miles lands in the alley below and stands up to go grab his backpack. Spider-Man has a pretty comprehensive list of places to change or leave their backpacks where no one would see them. Miles doesn't want to know how he ruled out places that weren't good but it may explain why Peter didn't always have a backpack when he walked into school. It would be a lot faster to swing through the city in his costume but Peter was right before. Going out as Kid Arachnid by himself is to dangerous. It's better to walk.

Miles pulls his hoodie and pants over his suit and shoves the mask in his backpack before walking. Spider-Man hasn't been seen all day, despite the crime, so he's probably busy with something important. He'll check in with Miles at the end of the day, like he normally does, and then Miles will ask to meet up tomorrow. For now he has to figure out how to tell Peter he broke arguably the biggest rule of being Kid Arachnid (other than having a secret identity) without making Peter mad at him forever. With Norman Osborn after them they can't exactly afford to bench anyone. Spider-Man would probably be better off alone then having to be a duo with Otto. That sounds like a nightmare.

Miles has to find a way to gently break the news. Thankfully he has a best friend who's life is full of terrible news. Miles texts Gwen asking if she wants to get a smoothie. It takes a minute but she sends him a thumbs up. His phone goes back in his pocket and he exhales. Gwen can help him tell Peter, Spider-Man will take down Swarm, and Miles can go back to being Kid Arachnid except he'll be extra careful not to create any more super villains. Easy peasy.

"If you die Otto is never going to trust me again so you better stay conscious or I will violently drag your soul back into your body Parker."
"I tripped once Gwen."
"You nearly got taken out by a pigeon-"
"I was not taken out by the pigeon! I got attacked by a drunk guy! The pigeon didn't do anything."

Why did Gwen bring Peter? The whole point was to avoid Peter until later, when Miles had the conversation planned out and all the right answers and the perfect apology. Maybe Miles can run out the back and text Gwen an excuse. There's a ton of crime in the city he could say he had to deal with that, or say he had homework, or he got attacked by a pigeon since that's apparently a lie they tell now, or-

"Hey Miles!"

Peter waves at Miles, smiling brightly. Miles has a sudden urge to sink underneath he table and live there. He could probably survive for awhile off the gum stuck to the bottom of the chairs. Maybe Joe would be willing to bring the smoothies over if Miles agreed to pay rent. Miles ignores his semi-solid plan for avoiding Peter and waves back. Gwen shoves Peter gently towards Miles and he walks over. He's limping but mostly hiding it. Peter showed him how to do that to, how to conceal injuries since they heal so fast there's no point telling anyone about them, but Peter can always tell when Miles is faking. Even when Miles's parents can't. Probably because Spider-Man taught him what to do so he knows what to look for. Kid Arachnid isn't as good at telling when Spider-Man gets hurt. It slips through the cracks and he doesn't know until it's gotten so bad Peter can't patrol or it's simply a scar. Peter sits down on Miles's left. He dumps his backpack on the ground.

"What have you been up to?"

Miles has a decision to make. He can tell Peter now or he can wait. Doing it now means Gwen and Peter will team up against him and he'll get another separate lecture later, from Spider-Man rather than Peter Parker. If he waits, he can still get Gwen's help but…but it means lying. Forget not patrolling alone, that's the biggest rule about being Kid Arachnid. Peter never said so, never had to, Miles knew it from the first night Peter swung home with him after patrol and training. Peter can't trust Miles to take care of himself when Kid Arachnid is honest, how can Spider-Man trust Miles to be a good hero if when Peter doubts everything he says? How can Spider-Man trust that Kid Arachnid is okay if he doesn't tell Peter the whole truth?

"PETER WHAT DO YOU WANT?" Peter leans back in his chair, mouthing his answer to Gwen. He doesn't like yelling in Joe's even though Joe couldn't care less. He says it feels rude. After giving his answer Peter sits normally again. Miles starts talking before Peter can repeat his question.

"Why were you and Gwen hanging out?"
"Oh, I was working with Otto on the spider tech and she showed up. Thought she saw Jackal at her place again. Apparently, she's working with Otto to infiltrate Os Academy. Which you didn't mention."
"I only found out last night. I tried to talk her out of it but instead I had to talk her out of telling Harry." Peter winces. "You aren't still thinking about telling him, right?"
"I…" Peter shrugs with his hand on the back of his neck. "I know we can't. If we do he has to choose between his dad and me. That isn't fair to him."

I meant we can't tell him because there's a solid chance he'll try to murder us but that to, is what Miles wants to say. Instead, he simply states, "As long as we don't tell him anything I'm on board. How was it with Octopus Breath?"
"Fine until he realized I was injured and insisted on fixing my leg."
"It got ran over by a train dude."
"Crushed, not run over, super different things."
"How bad was it?" Peter shrugs, seeming bored with the conversation.

He has one eye on Miles and one watching Gwen while she waits for their smoothies.

"Not that bad. The bone splintered a bit which took forever to fix but the spider healing hadn't kicked in yet."
"What are you going to say to Otto if he asks why your leg is healed in a few days?"
"I told him Spider-Man knows a magic user who can fix it."
"You don't even believe in magic."
"Yeah but I figured that was easier than trying to come up with a excuse I'd need proof for. If Otto asks Kid Arachnid, just say the magic user is super reliable and you trust them and whatever."

This feels like something they'll regret later but if Spider-Man says it's fine, it's probably fine.

"Smoothies," Gwen says, setting three cups on the table in front of them.
"I already had one," Miles reminds her.
"You also have a weird spider metabolism, so you get another one."

Miles isn't going to argue. They thank her as she sits down on Peter's right. He's officially sandwiched between them.

"Did you hear that Peter broke his leg fighting a pigeon?" Peter sighs.
"So not what happened."
"Why were the two of you hanging out with Otto for so long?" Miles asks.
"It was pretty random. I only planned to stay for a bit, cause I thought I saw someone stalking me, but Otto didn't want me to leave until he double checked that the house is safe."

That's weirdly nice of Otto.

"We got distracted making cinnamon rolls and watching Doc McStuffins."
"At Otto's place."
"Yeah."
"So not only," Miles says, trying not to be offended, "did you guys get a tour, you got food and Doc McStuffins?"
"I thought he already gave you a tour," Peter says.
"Also I thought you didn't like him," Gwen offers helpfully, fiddling with her straw. "You're always all 'he gave me a bad grade because my projects name wasn't cool enough' and 'he has to many pop quizzes' and 'his tests are to hard' and-"
"He saved my life so apparently I have to be friends with him-"
"Spider-Man never said that," Peter reminds Miles.

Well maybe but it's what Spider-Man would do so Kid Arachnid has to do it.

"-and I didn't get a tour he just told me to go tell Gwen to not be a spy."
"I thought he was fine with me spying on Norman," Gwen says, looking a bit hurt.
"No one is fine with you spying on Norman," Peter counters, "because it's a terrible plan."
"We are not dragging this up again-"
"I've only talked with you about it once-"

And this is going to barrel into a Peter and Gwen argument pretty fast if Miles doesn't step in. They're both so stubborn about the other. It's a bit exhausting. Anya would yell at them to shut up but Miles has subtler methods.

"How did you guys get Otto to watch a kids show?"
"He wasn't watching it, he was just around," Gwen clarifies. "He left to go to some sort of meeting and you texted awhile after. Technically we weren't supposed to leave-"
"Isn't that kidnapping?" Miles asks. "Pretty sure super heroes shouldn't kidnap people." Peter grins.
"Why yes, yes it-"
"You two are exhausting."

Great, Miles accidentally sparked another debate.

"Point is, if Peter gets hurt worse Otto will never trust us again so Peter isn't allowed to die until Otto gets back."
"Then I can break my other leg."
"Sure."
"I'm holding you to that."
"Just eat your smoothie. Miles did you finish up the group project?"
"Not yet. I still have tomorrow. What about you?"
"Sort of but it's super annoying. Next time we should ignore Anya when she says we need the extra credit."

It's Anya, she won't listen.

"Peter what about you?"
"Oh I didn't sign up for it."
"Miles said-"
"Peter's been working on another thing the most, the whatchamacallit it," Miles interjects quickly.
"Power amplifier," Peter reminds him.

Peter complained about Otto making him patent it last night when Miles texted and asked how the tech making went.

"I remember you mentioning that," Gwen says. "I didn't know you finished."
"I worked on it with Otto." He grabs it out of his backpack and dumps it on the table. "I'm going to bring it back home and fix the insulation."

Gwen and Peter start to bounce ideas off each other as they try to improve the amplifier. Miles chimes in occasionally but mostly stays silent.

He's pretty sure he didn't lie to Peter. Miles simply avoided the question and didn't bring up Swarm. So there were no lies, technically. The technically doesn't make him feel any better. He can talk about this with Gwen, then Peter, and they'll all be caught up. Gwen did what Miles did. She didn't tell Peter about going to spy on Norman Osborn. That puts her in danger and she didn't mention it.

Gwen isn't a superhero studying under Spider-Man. She didn't tell her friend something he would want to know. Miles isn't telling his mentor about a new threat that attacked him.

"You okay Miles?" Peter looks casual. Calm. Miles knows he's worried though. Suspicious, maybe, but probably not. Peter is rarely suspicious of people even when he really should be.
"Can we talk about it later?" Peter's mouth opens and Miles cuts him off before he can get started. "It isn't urgent." Peter's gaze flickers to Gwen for just a moment. He nods. It isn't urgent. Swarm isn't going to come back for awhile, probably. If they're lucky they should be able to enjoy the rest of the weekend without any super villain attacks-

The windows in the room are shattered as a massive bolt of electricity charges through them. Peter and Miles duck down on instinct but Peter remembers to grab Gwen and shove her to the ground. Miles should've done that, should've protected the civilians.

"You have got to be kidding me," Miles mutters, visibly annoyed, as a girl jumps in through the open window and darts down to the ground.
"Did you think we wouldn't have any more super villain attacks?" Peter asks, a hint of reproach in his tone.
"I didn't say it! It was just in my head!" Miles whispers back. Peter hums back quietly and Miles swallows hard. He wishes Peter would just sigh when he's frustrated. A quiet hum of acknowledgement somehow feels worse.
"What are you two talking about?" Gwen hisses.
"Long story," Miles answers. He begs Gwen not to ask him anymore.

Miles can see as Peter turns into Spider-Man. There's this effortless switch as he goes from being a civilian to a hero. The gears in Peters brain are turning as he looks over the girl who hopped inside the cafe. She has dark blue hair and a matching blue suit. The fabric itself is decently made but the tech enhancements…well they certainly aren't safe. Kid Arachnid can see the sparks flying from some of the pure white lit up circles on her shoulders and chest. The wiring isn't properly secured, there's little to no insulation, and there's easily accessible tech on her left hip. She's currently fiddling with it, desperately trying to reattach a silver tube.

"Come on, come on, come on," she hisses. "Just recharge already!"

Peter's heads tilts slightly to the side and he narrows his eyes. He shifts his weight onto his broken leg and moves to the right, out of the way of the chair. Miles knows what he's going to do before he springs into motion. He taps Gwen on the shoulder to distract her as Peter leaps forward far to fast for a normal human and tackles the girl.

"GET OFF OF ME!"
"Sorry," Peter jokes, "but Joe's has a strict policy against electric storms." When he runs past Miles and Gwen he has something in his hand and the girl is screaming while she chases after him.
"What is he doing?" Gwen hisses as she gets up quickly, starting to run after Peter. Miles grabs her arm. She can't get away unless she chops off her hand. Benefits of spider stickiness.
"He's getting her into the kitchens so we can get the civilians out."
"He's a civilian Miles!"
"Spider-Man is on his way, I'm sure of it-"

"Where," Otto snaps as he enters the cafe through the actual door, "is she?"

Was Otto fighting Electricity Girl? It certainly looks like it since he's so disheveled. One of the other customers shakily points to the back door. It goes to the kitchen. There's sounds of yelling and crashing and Peter probably making a pun. Otto huffs and rushes to the back.

"Anyone want to stick around?" Miles asks, trying to snap everyone out of their shock. "Come on, let's go!"

Everyone rushes out. Miles centers in on a kid who was sitting behind them. He picks up the crying toddler and gives her to Gwen. The parent-Miles assumes they're a parent-is trying to push a baby in a stroller through the glass and overturned tables. Miles lifts up the closest table, ignoring how the glass cuts into his skin, and grabs another of the woman's kids. Gwen is visibly frustrated that Miles volunteered her to help with crowd control but she goes with them outside the cafe. The mom thanks them once they get to the corner of the block and Miles just nods before turning back and going to help anyone still there. Gwen is right at his heels.

"You need to change!" she hisses at him quietly.
"Otto is here," he hisses back.
"He's new to being a hero!" Otto hasn't created any super villains. Miles shoves Gwen into the alley and webs her arm to the wall. Before he can see her face he takes off running. "MILES MORALES GET BACK HERE." Kid Arachnid ignores her and gets back to the front of the building just in time to see Electricity Girl scream, turn bright blue, and disappear into the air.

"Did you guys kill her?"

The question slips out before Miles can stop it. Peter winces. Otto is glaring at Peter and opens his mouth to speak but he's cut off by a giant boom then a strike of lightening. The bright blue light ricochets around the room. Miles can see every detail of the painfully bright glow as it bounces off the counter, a table, one of the paintings on the walls, the ceiling, back to the counter again. Laughter fills the room, pure and giddy and an absolutely horrible sign. The light slams into Peter and sends him flying through the shattered windows. Miles reaches to try and catch him but Spider-Man is out of his reach. Peter lands against the ground hard and Miles winces on his behalf. The light solidifies in a semi humanoid form.

The girl is a bright blue being of pure electricity. Miles can make out legs and arms and a skull. There are no facial features beyond giant pure white eyes. Her skull ends in large pointy spikes all around her head where her afro used to be. Her hands replaced by three white claws that are burning against Peter's throat as Electrify Girl kneels down by Peter on the ground and grabs his throat.

"Thanks," she says, voice full of pure glee, "for the upgrade."

Otto memorized New York City's layout the week he moved in. He has money for a taxi, knows how to use public transport, and has the extra arms to make taking semi-legal shortcuts easy. Walking home should've been simple. Instead, he's been chasing a girl shooting lightning bolts for the last ten minutes and is seriously debating why he agreed not to murder villains.

"I barely committed a crime," Electro yells over her shoulder as she hops over a car, shooting electricity out of her hands to boost herself into the air. Otto uses his metal arms to scale over it and tries to grab her. She dodges but barely. "I didn't even get any money! Can't you let this slide?"
"You tried to rob a bank."
"I didn't finish!"
"If I started to tear your heart from your chest, I highly doubt you'd care if I stopped halfway through."

Otto chases her through an alley. She fiddles with the box on the left hip of her costume.

"Your tech isn't even complete," Otto sneers. "Did you even bother to insulate it?"
"Since when do you heroes know anything about tech?"
"Since now," Otto says as he grabs a trashcan and hurls it at her with one of his metal arms.

She barely manages to dodge, tripping over her own feet, and splattering on the ground. He grins as he grabs her left arm. She blasts him in the face. He winces at the burst of electricity and releases her on reflex.

"Can't you admit defeat you wench?"
"I don't want to do you a favor when you call me a wrench!"
"Wench," Otto corrects. "You can't even be insulted correctly."

They're out of the alley. Otto has chased her all the way back to Joe's. He resists the urge to sigh.

"You have made this take far to long."
"You could've walked away," Electro counters, raising her arms as she yells. "I don't have a problem with you!"
"You attacked civilians," Otto informs her. "So yes, we do have a problem."
"Oh you don't want me to hurt civilians? How do you like this?"

Before Otto can stop her she aims both hands across the street and releases a massive slash of energy. It cuts through buildings, shatters glass, and scorches whatever it touches. She darts off while Otto rushes forward to move civilians out of the way before they get crushed by a falling balcony. He would appreciate it if Spider-Man could get here. Being a hero alone is a bit of a hassle. He sees Electro hop inside of Joe's now shattered floor to ceiling windows. Couldn't she choose somewhere else? Actually, this may work in Otto's favor. From what the spiders have said they practically live at Joe's. They will likely be there in their civilian personas but that is better than nothing.

"Where is she?" The civilians are largely frozen in terror. One of them shakily points to the back door. Otto can hear yelling and crashing. He huffs and shoves through the doors to the kitchen.
"What a shocking turn of events!" Peter Parker jokes as he throws a whisk at Electro.

She yells unintelligibly at him and shoots a blast of electricity his way. He darts to the side, wincing as he puts weight on his leg, and nearly drops the small gray box in his hand.

"What," Otto hisses, "are you doing here?" Peter nearly jumps out of his skin and looks over his shoulder.
"Uh…hi?"
"Not an answer Mister Parker." Otto gestures at the door. "Leave. Now."
"Sure!" the boy answers brightly. He books it out the door. Electro yells and charges at him. "I know there's a spark between us but-"
"Now Mister Parker." He waves and runs out the kitchen. Otto grabs Electro with one metal arm and lifts her into the air.
"Let me go!"
"I'd rather not."
"Last chance before I turn you into calamari."

Otto throws her against a wall. She falls onto the counter, knocking over several smoothie machines. Otto should get webshooters solely for the purpose of trapping enemies. The only other options are waiting until they are exhausted enough they retreat or harming them until they pass out. The second can cause quite a bit of brain damage. Not that Otto would be against damaging Electro's brain but he's meant to have good morals and whatnot.

Electro yells at him and sends a blast his direction. When Otto moves out the way she rushes back into the main room towards Peter. Fantastic. Why is she so set on attacking him?

"GIVE MY POWER CELL BACK!"
"Nah."
"SO HELP ME I WILL KILL YOU MYSELF."

Otto pinches the bridge of his nose while he follows after Electro. Of course Parker stole part of her costume. Why wouldn't he?

"It barely works when there's just one cell!"
"Your suit should be running out of power any second," Peter says, back to the wall furthest from her. Otto can see blood soaking through the fabric of his pants. He must've popped his stitches. "That's watts up, whether you like it or not."

Electro jumps over the table and runs at him. He steps to the side, letting her run into the wall.

"Why are you so annoying?"
"What can I say, I get volt-er by the day." Peter looks at Otto. "Get it? Volt-er? Like bolder but with volts?"

Parker is standing there on his splintered leg, bloody with a bruise forming on the left part of his face, a piece of a villain's tech clutched in his hands and he is making quips. He looks casual. Like they are discussing weather that doesn't include electric storms. He looks like he could be buying a comic or arguing about children's shows with Gwen. Otto can almost feel the image burning itself in his mind. The way Parker's face lit partly by the ceiling lights and partially by Electro. The tech clutched casually in one hand, but in the hard farthest from her, a calculated decision. His hair clinging to his forehead with sweat, the slight wince on his face mostly masked by his calm expression. The way he keeps his weight on the uninjured leg. The torn sleeve from his hoodie that is slightly charred. The smile while he waits for Otto to get the joke.

It's the opposite of the grief Otto saw on the boy's face after the explosion at Horizon High and yet it sickens Otto in the same way.

"If you're going to steal my tech I'll steal yours right back!" Electro yells. She reaches at the nearby table that has-

Why is Parker's power amplifier here? Otto can see Peter's face crash, see the look of terror in his eyes, as he lunges towards her. His leg slows him down. She clicks the power amplifier where the first power cell used to be, connecting it to the second. She screams. Peter winces, taking a step back and putting his hands over his ears. Otto moves towards him, planning to shove him out of the way before Electro can blast him, but that attack doesn't come. Instead the scream goes on for a solid ten seconds before Electro turns bright blue. Otto can see her nervous system in vivid detail. She disappears. The room is left silent other than the sound of their breathing.

"Did you guys kill her?"

Otto looks over his shoulder. Miles Morales. A lack luster student at best. A target for Electro to injure at worst. Otto sees Peter winces. He glares at the boy, more than ready to lecture him for being so reckless, but he's cut off by a giant strike of lightening. A sharp blast of blue light ricochets around the cafe. Laughter fills the room, pure and giddy, and Otto knows from Spider-Man's lessons that laughter from villains is always a bad sign. When the light turns towards them Otto pulls away on instinct. He's out of reach when it slams into Peter and sends him flying through the shattered windows.

He was right there and yet he still moved out of the way to let a civilian child get injured. Miles tries to catch the boy but he fails. Otto suppresses a wince as Peter slams into the pavement. He looks slightly dazed. Otto moves forward, trying to get to the boy as the light solidifies into a human form. The clawed fingers sizzle against the flesh of the boy's throat as Electro kneels on the ground by him and traps him in her grip.

"Thanks for the upgrade."

The boy looks calm. Resigned to whatever comes next. He doesn't raise his hands to grapple with the clawed fingers around his throat. He doesn't kick at the villain or scramble to get away. There are no signs of trembling or frantic breathing. Otto waits, metal arms twitching, for the boy to do something. Anything. He waits for a pun or a quip or bargaining. Peter calmly looks up at Electro and waits with the patience of someone who has done this a thousand times before and will do it a thousand more. 

"Let go of him," Otto yells, using a metal arm to throw a chunk of debris near Electro. Not at her, but near her. He can't risk hitting the boy. She disappears, reappearing a few feet away. Otto moves to stand between her and Peter. He gestures at Morales to run.

"Get out of here."
"I can help!"
"No, you cannot. You can't manage to pass a pop quiz and those do not have life or death consequences. Take the boy and leave."
"I'm fine," Peter says, voice sounding slightly hoarse. "We have to stop-"
"There's no stopping me now," Electro promises.

She no longer has a mouth but Otto is sure that if she did she'd be grinning like the Cheshire Cat.

"You made sure of that."
"You stole my tech."
"You left it out in the open." She lifts up a clawed hand and examines it. "I think this will do nicely."

She disappears. The three of them wait silently for a flash of blue light or the boom of thunder but nothing comes.

"We've got to find her," Peter mumbles as he stands up. He winces a bit but steadies himself quickly. "If she hurts anyone it's my fault-"
"You aren't going anywhere," Otto says sharply.
"We have to-"
"You're bleeding and lucky to be alive."
"Otto, I can handle myself."
"Peter we are leaving." 
"Since when do you call him Peter?" Miles asks.
"You're no longer my student and no longer my problem," Otto informs him harshly. 

Miles opens his mouth to speak and Otto hopes something rude falls out so he can lecture the nuisance.

"Miles, you better get me out of this!" Miles winces and runs away, disappearing in an alley.
"Gwen?" Peter asks, sounding confused.

He takes a step forward but Otto uses an arm to grab him and deposit the boy on the curb of the sidewalk.

"Do not get up."

Otto's tone is still harsh but Peter doesn't look worried or concerned. He just sighs quietly and examines the injury on his leg. Otto goes to find Gwen. She's yelling at Miles in the alley.

"-don't get to make decisions like that! You or Peter could've been killed and-"
"What happened."

Gwen looks over at Otto and there is relief on her face. Otto has no idea what to do with that.

"We were working on tech for Spider-Man when Electro attacked. I had webshooters on hand and used them to web her to the wall so she wouldn't run back into the danger."
"I wasn't planning on fighting Electro," Gwen snaps, "I needed to make sure Peter was okay. And I would've if Miles hadn't trapped me in a damn alley while a super villain attacked."

At least she didn't get hurt. Otto can't say the same for Peter.

"Well, this has been fun," Miles says, turning on his heel, "and I'm officially done for the night. Bye Gwen."
"Oh we are not done talking about this."
"Trust me, I'm aware."

He stomps off and a few seconds later Otto can hear the quiet murmur of Peter and Miles's voices.

"I'm sorry Otto." Otto looks at Gwen again. There are pieces of glass in her hair and some shallow scratches on her forehead. "We shouldn't have left. I thought it would be better if I went with Peter, since he was worried about Miles being hurt and wouldn't take no for an answer, I never thought-I didn't think this would happen and, and I'm sorry."

With each word her tone gets more intense. Desperate. Otto doesn't know what to do with that either.

"It is not your fault that Electro attacked."
"We shouldn't have been here to begin with."
"I shouldn't have tasked you with managing Parker."
"I can handle-"
"I am aware of that. You can handle far more than Parker can throw at you." Gwen looks at him, adjusting her pink jacket absentmindedly. "You are here to learn and I am here to help you. I do not tolerate you so you can babysit the boy."
"So you're mad at Peter?"
"No."

Otto wishes there was one person to yell at. He could take on a singular entity who holds all the blame, but no one fits in that mold. May Parker is unable to keep track of her nephew because she is busy working two jobs to make sure the boy can go to school. Max has no idea that Parker is working for Spider-Man and cannot fix a problem he's unaware of, even if he should be asking more questions about the boys signs of decay. Spider-Man is the most to blame but Otto knows the man means no harm. He and Parker are the same way, cut from the same cloth that view heroics as more important than personal lives, and Spider-Man has forgotten the boy is a child. He is likely unaware of Parker's lies to stay in school. Unaware of the extra responsibilities. If it was just helping Spider-Man maybe Parker would be alright.

Otto seems to be the only person to see every direction the boy is stretching himself in. He thinks so. Who knows, maybe Parker volunteers at a dog rescue and Otto simply doesn't know it. He didn't know the boy worked for Spider-Man when he lectured Peter about sleeping in class. He didn't know that Parker's tech was being used to stop crime when he failed the boy for not turning in his projects on time. Otto missed the signs like everyone else and he has even less of an excuse because he is a genius. A hero. He should've intervened before.

He will now. He can't afford to wait and slowly separate Parker from heroics. Otto can't accept Peter working on the spiders tech. Clearly even that is not safe. Even that could get Peter killed. 

"What's the plan now?"
"You're coming back with me and Parker." She exhales quietly and nods. She points at one of his metal arms. "It'll be fine."
"It's scorched."
"I can replace it later. It will do no long-term damage."

She doesn't look convinced but nods. She follows him out of the alley. Miles is gone but Peter is waiting on the curb still. The glow from Joe's cafe behind him casts his face in some shadow as he stares at the city intently. Otto would like to believe he is simply enjoying the view, but he knows that Parker is scanning the skyline for signs of Electro. His posture and stance are so similar to Spider-Mans. The older hero trained him well.