Reticent: not revealing one's thoughts or feelings readily.

Being in charge sucked.

People like Dr. Doom, Goblin, and Ultron - or basically anyone bent on world domination - were crazy.

How was it even possible to be so power-hungry?

Why in the known universe would anyone fight, scheme, and kill just to be in charge?

What was so great about leading? It was a mystery they didn't crack under the pressure just thinking about it.

You see, the thing that bothered him was that, sometimes, it wasn't just New York or America, or even a country or two, they wanted to control.

It was the whole. Entire. World.

How does someone even decide they want to own the Earth, anyway? Does life beat you down so badly that your thought process defaults to, "Know what? I'm gonna rule the world! That's right. Every single citizen, city, state, and continent - all riddled with their own cultures, nationalities, and religions - will be mine. Ha! That'll show 'em all!"

Newsflash: No. No, it won't. You look like a jerk.

Seriously, is there nothing better to do with your spare time? Maybe try your hand at origami, or collect old mail stamps, and if that doesn't work, maybe - just maybe - you can think about overpowering a small local town and becoming their high overlord. Start with easy, manageable goals, because otherwise you're only setting yourself up to fail.

You see, if there was one thing Peter Parker couldn't stand, it was world-dominating wack-a-doos with questionable life choices, and being in charge of SHIELD Academy.

Alright, make that TWO things.

Okay, so he didn't particularly hate running the Academy. It was fun sitting in Director Fury's chair and pretending to be a master of espionage and the world's greatest leading spy. But past the pretend and imaginary spy-games, and into the real work, it was not fun. It was stressful, and scary, and overwhelming, and soul-crushing.

His teammates always looked to him for orders before, of course, because that was one of the "perks" of being a team leader. But now, things were bumped up to a whole new, very scary level.

It wasn't just his team he was looking out for anymore. It was ALL of SHIELD Academy, which included its mission agents, security guards, and staff.

All those lives in his hands. People who had families to go home to; wives and husbands. Someone waiting for them to come home. These people now looked to him for answers.

Their very lives depended on the decisions he made, which is an overwhelming load to carry.

Peter was just thankful that Dr. Curt Connors was there to share the burden with him because if it was just him, he would've cracked like thin ice a long time ago.

And yeah, maybe they both had dark bags under their eyes and looked and trudged around like physically exhausted zombies; and maybe they were getting a little too intimately acquainted with coffee and high-risk energy drinks, but they were doing their best.

Thank goodness Dr. Connors took on a majority of the adult-y issues that went along with SHIELD, because otherwise, Peter would've chucked himself out of the Triskelion weeks ago.

Still, after a long day, when he's managed to make it back to Aunt May's house and spend some time looking into the mirror at his soon-to-be-grey hair - wondering if he was running this organization into flames and failure - he just had to face it. No one can run SHIELD like Nick Fury.

Peter could think of no other person more qualified or capable of running this organization other than their resident one-eyed director - who happened to be MIA and ruining Peter's life.

But they had to try anyway, right?

Ever since Hydra attacked the Helicarrier and Triskelion a month ago, Nick Fury was off keeping Madam Web - an extremely valuable and highly confidential SHIELD agent - safe from their slimy clutches. He was depending on Spider-Man and Dr. Connors to keep everything under control at the Academy, which was something Peter Parker was going to make sure happened.

Which is why he immediately objected when Dr. Connors ordered him to take the day off.

"You've been working harder than anyone to keep the Academy running," Connors had said, placing his single arm oh-so-gently on Peter's shoulder, "Take a break, go web-slinging, or – I don't know, try doing something normal kids your age do nowadays."

"You do realize there is absolutely nothing about me that could qualify as 'normal', as you say." Peter argued, adding finger quotes around the emphasized "normal" part.

But Connors only rolled his eyes, "Well, try."

Naturally, Peter continued to argue that he had responsibilities to take care of and couldn't leave the man to finish the paperwork himself; and went as far as webbing himself to the chair in defiance.

But Connor's, the clever one-armed bastard, called in the group that knew the most about keeping him occupied and getting out of webbing: The Web Warriors. All of who, quite literally, rolled Peter out of Director Fury's office, still webbed to the chair and all, and into the awaiting Spider Jet.

After some in-fighting, threats of mutilation, a wheely chair to the wall, and a merry cruise across the bay, here was Peter, now turned Spider-Man, being forced to web-sling around New York by his once-loyal teammates.

They had him surrounded.

Miles Morales (also known as Kid Arachnid while in costume) and Flash Thompson (who went by Agent Venom) swung on either side of him like the two most determined teenage sentinels Peter's ever seen. Amadeus Cho (their resident genius and the new Iron Spider) flew above him to make sure he didn't try to lose them up high, and Ben Reilly (aka Scarlet Spider) was below, making sure he didn't drop and make a desperate run for it.

The thing is, any other day, Peter would've loved to be out swinging. He'd soar around the skyscrapers, flip and twist for the tourists a few times, and invent new moves that the Daily Bugle would try to manipulate into new, conniving acts done by New Yorks #1 menace. But right now, all he could think about were the piles of paperwork he left with Dr. Connors at the Triskelion.

"Come on, Spidey," Miles piped up when the mood didn't lighten on its own, "Stop glooming and have a little fun," he did a fluid mid-air flip to emphasize the fun they were supposed to be having.

"Is 'glooming a word?" Peter blandly asked instead.

"Yeah, you've been cooped up in that office for so long," Flash continued, " You know it's okay to just sit back and chill sometimes, right?"

Detecting conversation, Amadeus flew in closer, "Got to agree with them both," he said, voice filtered and sounding metallic within the suit, "You've been tense lately."

Peter scoffed, "Tense? I'm not tense," He lingered into silence, and timidly asked, "Do I really look tense to you guys?"

He received a collection of pointed looks.

Amadeus maneuvered himself so he was flying backward in front of Peter, and after a moment said, "A body scan indicates that you're sleep-deprived, under stress, and lacking proper nutrients."

"You got all that from a body scan?"

"Well, no. The body scan tells me that you've lost weight since Fury's left, which is reason in of itself. And it doesn't take a genius to notice that you haven't been sleeping," he said with a sigh, "You need to stop stressing over everything and relax a little. It's not like the apocalypse will start if you take a breather."

"Well, you definitely don't know what it's like to be me," Peter said, saddened by the fact that he actually meant it. "It'll happen," he added, pointing an ominous finger. "It always does."

Amadeus rolled his head, an obvious masked eye-roll if Peter ever did see one, and returned to his silently-proclaimed position above.

As they continued their little trek through the city, Peter kept a crime-fighting eye out for trouble - who knows what could be looking in the alleys near Broadway, after all. But, after several minutes of peace and tranquility, he took a slightly exasperated breath and gestured with his free arm the way a motorcyclist might if he was turning into a new lane. The team acknowledged it and turned, pausing their web-slinging to rest on a nearby building.

Peter hung upside down from a balcony, welcoming the shade as cover from the sinister early-autumn sun. It's been uncomfortably hot lately.

Amadeus hung from the side of the building using his skinny retractable spider-legs to keep him suspended. Flash and Miles hung upside down in a flawless copy to Peter's, and Ben stuck himself to the side of the building, the farthest from the group.

Peter tried not to let it bother him. They were all still adjusting to keeping Ben around after the stunt he pulled two weeks back.

He'd completely betrayed Peter and the rest of the Academy by revealing that he'd been a spy for the villain, Doctor Octopus, the entire time he'd been staying with them.

The whole thing had a been a huge, exhausting, soul-searching mess. A new Sinister Six was formed (and beaten); Ock got his tentacles on the Anti-Hydra weapon and transformed the (already remodeled) Tricarrier into 'Octopus Island;' Peter's house was destroyed by said 'Octopus Island' (and rebuilt...again...); the Academy was practically annihilated (which already happened a lot, so he could credit them that at least); and to top it all off with a gross, rotten cherry, Doc Ock now knew that Spider-Man was Peter Parker when Ben double-teamed and unmasked him - which meant Aunt May was now constantly in danger.

But it wasn't all doom and gloom. Yes, Ben betrayed them, but something changed in him too. In the end he switched sides again and helped defeat Doctor Octopus, and personally saved Peter and Aunt May. He'd also been the one to crash Octopus Island into the ocean (where it belonged), and in doing so, nearly killed himself in the process.

Luckily, Peter and the Web-Warriors were able to find him and get him to Dr. Connors before his injuries got fatal.

But you know what? It didn't stop there. Because there wasn't enough already heaping on his plate.

Not long after that mess, a whole new crisis sprung up: long story short, Michael Morbius and Doctor Octopus were playing "evil scientist" and recreated the carnage symbiote which spread and took over NYC. Harry Osborn, Peter's best friend, became Anti-Venom and - temporarily - beat Carnage. And then Mary Jane Watson, Peter's other best friend, became the Carnage Queen, and - well, it was still kind of a long story - but in the end, Carnage was defeated, and while they're both safe, Harry and MJ now know Peter is Spider-Man too.

Anyway, Ben was out of the sickbay now and staying with the Academy - for the time being.

Understandably, despite the fact that he felt horrible for what he did, the students were still very, very slowly warming back up to him. There were still bitter feelings, of course, because an attack of that magnitude was bound to leave some scars.

He didn't like it, but if Peter were being honest, he couldn't help but feel wary toward Ben too.

Okay, so maybe he got a little freaked out whenever Ben happened to walk behind him. Maybe he felt an uncomfortable itch in his brain whenever someone pulled his arm backward or tugged on his mask. Maybe he was a little cautious around water. Maybe he still woke up at night in a cold sweat, with the memory of a figure pressing him down and pushing a barb into his back. And maybe - just maybe - he still felt angry and hurt no matter how many times he tried to shove those emotions back down.

Still, despite that - despite all Ben's done - a part of Peter knew that he had been strung along by Ock. Ben was kidnapped, manipulated, and brain-washed into serving Hydra.

Regardless, there was another part of Peter that was - dare he say - actually scared of Ben.

It was getting hard to ignore the rush of agitation that parkoured up his spine whenever Ben looked at him, or the way his stomach twisted into knots when Ben had his barbs out. Peter figured that with time his unease would settle, but these clashing emotions weren't going down easy. If anything, they were getting worse.

It was certainly easier handling paperwork than that annoying, tangled yarn ball of emotion.

Everyone had their own cluster of bitterness and frustration they were dealing with, and because of the cold glares and hostility toward him, Ben had withdrawn too. He didn't talk much anymore, got out of peoples' way, and stuck to the back of the room so nobody would notice him. All traits of the old Ben, but they were somehow colder and more distant.

He was slowly - very slowly - gaining back the Academy's trust, but this wound was gonna take a while to heal. Personally, Peter was just happy Ben stuck around to help seal the wound. He needed a chance to prove himself again, and if anyone was going to give him a second chance, it was going to have to be Peter.

With any luck, the teams would take it as an example.

Peter just hoped he wasn't making the same mistake twice.

"Why are you so willing to go back to work anyway?" Amadeus asked, arms crossed.

Peter wrung his hands in his lap, "Just, you know, responsibility," he stressed. "Someone's got to get that paperwork done, and I didn't want to leave Dr. Connors to do it all."

"Hey, even the Doc thinks you need a break." Flash defended themselves. "So you're either going to have a lot of fun or I'm gonna make you."

"Oh-ho." Peter teased lightly, "Is that a threat?"

Flash crossed his arms in a serious manner and almost fell from his perch. With a yelp, he steadied himself, but said, "You better believe it. And don't think that I won't," he jabbed a finger at Peter, "Because I totally will."

Peter 'oohed' and raised his hands in self-defense, "Okay, okay, I believe you. I'm all fun and games now," then gave them a silly salute to show how playful he was, "See, I'm chill."

Flash harrumphed in disbelief.

"So..." Miles drawled when the silence stretched. "What do you guys want to do?"

A collective shrug.

After a moment, Amadeus perked up, "Oh, there's a new science exhibit opening downtown. It's about-"

"Okay, I'm just going to stop you there." Flash interrupted with a shudder. "Rule #1: no museums or exhibits."

Amadeus crossed his arms more stubbornly, "Since when do we have rules?"

"Ever since you put 'new science exhibit' in that sentence," Miles said, shuddering as well.

Peter on the other hand, rubbed his chin thoughtfully, "I don't know" he smirked. "I haven't been to a science exhibit in a while."

Amadeus shot a victorious laugh toward the other two.

"Ew!" they gagged.

"Let's leave all the science nerd stuff in the labs," suggested Miles.

"Seconded!" Flash declared, pumping a fist defiantly. He glanced at Ben, who had yet to contribute to the conversation, and his reaction was instant. Tensed posture, a tight grip on the web holding him up, and no doubt a glower behind the mask. Still, Peter was thrilled when he asked through gritted teeth "What about you...Scarlet?"

Albeit it was said a tad harshly, Peter knew that Flash was having an particularly hard time coping with Ben's betrayal, mostly because - out of everyone - he was the one who saw it coming. But he was trying, and Peter was grateful for the effort.

Ben's reaction, on the other hand, was like that of a guilty man under the eye of an all-seeing jury. He shrugged jerkily, folding his arms tightly across his chest as he leaned against the building wall, and didn't offer any further means of communication.

Several long, awkward seconds followed.

Peter coughed sharply into his fist to break the tension. "How about a trip to Coney Island? I hear they got a few new rides."

"Good idea." They all, sans Ben, agreed.

A bit too eagerly.

Peter laughed as Amadeus and Flash clung to each other, screaming shrilly as the rollercoaster gained momentum and went into a flurry of crazy loops and spins. Past the normal screams of terror one would expect, he could also hear, "THIS IS AWESOME!", "I'M GONNA DIE!", and "DOES THIS SEATBELT LOOK SECURE? FLASH, DOES THIS SEATBELT LOOK SECURE TO YOU?!"

Miles was laughing so hard, Peter wondered if he was actually getting any pictures on his phone.

If he didn't, he could probably get one from the crowd of onlookers who had summoned themselves the moment the Spider Jet touched the ground. The crowd was giving them a wide berth for now, content with snapping pictures and videos from a distance - however long that would last.

Most were tourists, Peter noticed. Looks like they'd have a nice little story to share with their families when they went home. The clicking and whispering became white noise quickly.

Cackling as Flash and Amadeus shrieked again, Peter stuffed another tuft of cotton candy in his mouth and preened happily as it melted on his tongue. He glanced over at Ben, who was sitting on the edge of the same bench picking depressingly at his own cone of fluffed sugar.

He shot a quick glance at the spectators, fingers twitching nervously. He's always been paranoid, but he seemed more on edge ever since coming clean about his affiliations with Hydra and Otto Octavius.

Peter averted his eyes when Ben almost caught him staring and stuffed another thick wad of cotton candy in his mouth to avoid suspicion. But he watched him still, through the corner of his eye, feeling an uncomfortable sense of guilt for Ben's mood. Which was kind of irritating, because Peter didn't do anything.

He picked at his cotton candy and asked slowly, "So...what's up?"

Ben scoffed softly and turned away, slouching over with his elbows on his knees, "You don't need to act nice around me," he muttered, "You keep doing it. It's not like I deserve it."

Peter froze, another piece of cotton candy hovering centimeters from his mouth. He lowered it to his lap slowly.

"Of course you deserve it, Scarlet. Why wouldn't you?"

Ben shot him a look.

"Okay, I know why you don't think you deserve it. But I also know why you do deserve it. You were the one who crashed Octopus Island into the ocean, saved me and Aunt May, and helped us take down Zola."

"Oh, right," he snapped, sarcasm sharp and bitter. "And was this before I led Ock to Aunt May, or after I revealed your identity? Because I forget." His fist crushed the paper cone.

He looked ready to hit something. Peter felt his throat suddenly seize as his heart punched at his ribs. Muscles tensed, fist clenched, Ben looked ready to lunge. But he must've remembered the crowd of onlookers as he sighed in dejection instead, and looked away again. His fist softened and he tossed his uneaten cotton candy into the trashcan at his side.

Peter didn't say anything for several seconds, too busy calming his heart to focus on words. But as soon as he could breathe properly once more, and his hands weren't shaking so bad, the guilt from earlier bled out and he grimaced. The dark image of Ben attacking him faded into the slouched figure across the bench.

Come on, get it together, he reprimanded himself sharply. That's not going to happen.

Taking a small, steadying breath, he scooted a little closer, "Hey, you ended up doing the right thing," he said, "We all make mistakes, Scarlet, and we learn from them. That's what makes you a good hero. Yeah, you slipped up, but you accepted responsibility for it and stuck around anyway. You're trying to turn things around and that takes guts."

Ben folded his arms but tilted his head uncertainly, as if trying to decipher his words. After a small pause, he shrugged and looked away, muttering, "Whatever."

Peter sighed. He didn't know what else to say to make him feel better.

His cotton candy was suddenly not looking as good anymore.

Despising this feeling of uselessness, he got up and stretched his body slowly. "Well, I'm gonna go explore," he told Ben, forcing a peppy tone. "If Agent Venom and Iron Spider don't make it past the Vertigo Tunnel, then I call all rights to Amadeus's lab."

Ben offered a half-hearted chuckle. "I don't think he'll agree with that."

Peter smile, feeling a little better, and dumped the rest of his cotton candy in the trash as well. Shooting another glance at Ben, just to reassure himself that he was going to be okay, he gave Ben a little wave and walked away.

As he did, he pushed a small button on his communicator and across the sidewalk, Miles glanced down at his wrist device. He pushed the button back in affirmation and subtly moved so Ben was in his line of sight.

Peter could forgive Ben, and all his actions as Scarlet Spider, all he liked, but he couldn't just shrug off his betrayal like it was nothing. There were people he still had to protect, a team who had been hurt and were skeptical. Just to be safe, he made sure Ben was being watched at least 90% of the time. He was almost positive Ben wasn't going to relapse into Otto's control, but there was no harm in taking precautions.

Besides, honestly, it helped him sleep a little better at night too.

Walking through Coney Island while in suit was always an 'out-there' experience. While it definitely wouldn't be the first time he's ever strolled through the carnival for some "me time," having civilians and tourists stop and ogle at him from ground-level never failed to both amuse and set him on edge. He was a friendly neighborhood Spider-Man, but sometimes he couldn't tell who the Jameson supporters were in a crowd.

Still, it was hilarious to watch tourists gawk. Actual New Yorkers, on the other hand, barely spared him a glance. Superheroes were the norm in this city, and whether he was the real deal or not, he could easily pass off as a very dedicated cosplayer.

That might not work this time though. They hadn't really tried to land discretely when they got to the amusement park, and it was natural that a cluster of living goo, highly expensive armor, and weirdo's in spandex would attract a lot of people's attention. Not to mention, he was seen leaving the group and was barely a few carnival games away before he was being mobbed by die-hard Spidey fans asking for an autograph, be it on a used greasy napkin or oddly inappropriate places on the body. Cameras flashed and clicked from phones and there were voices coming from all sides.

"Spidey, I love you!"

"I'm you're biggest fan!"

"Do you really have six eyes?"

"I heard you have eight!"

Of course, there were always the naysaying Bugle followers too.

"Get out of here, you freak!"

"What, you can't just let us have a fun day at the carnival now?"

"Jameson is right about you!"

Peter mostly stopped listening to them.

He signed a few foreheads and napkins, before waving goodbye and swinging himself to the top of a sturdy carnival game. The crowd followed, but he tried to politely ignore them.

To be honest, the attention left him preening. It used to be all Jameson-believers, so his growing appeal to the public was a delightful change. Sure, it got to his head sometimes, but he couldn't help it. He's been waiting for acceptance from this city ever since the first negative report by the Bugle and the fact that it might actually be happening soon was exciting.

But before the Spidey-merch and declaration of hero worship could really get to his head, a cold shiver ran ominously down his spine and his spider-sense tingled at the base of his skull. He froze and looked over his shoulder, back at the crowd. He spotted a tight group of teenagers, no older than he was, pointing and yelling at him in excitement. They certainly didn't look like threats, but judging by their spider-themed clothing, he had a pretty good guess that they were fans too.

So spider-sense alerted him to obsessive fans now?

That didn't sound right.

Still eyeing them skeptically, Peter shot a web and pulled himself higher up, much to the displeasure of the crowd. But even as he left the people behind, his spider-sense continued its low hum. It wasn't going off in a way that meant immediate danger, but it did suggest that there were unwelcome eyes watching him.

He resisted the urge to look over his shoulder again.

It's not like he was unfamiliar with being watched. It happened a lot. Way too much, if he really thought about it. So much so, that sometimes spider-sense didn't even pick up on it.

Jameson set it off sometimes. Never in a way that indicated the Bugle chief would descend from his high pedestal to give him a solid slap, just that he hated Spider-Man enough to actually, possibly, be a threat.

Peter paused on a closed ring-toss booth, looking back toward the rollercoaster that the rest of his team was near and contemplated going back – for safety in numbers and all that.

But Connor's had been right. Leaving the Triskelion for a breather was nice, and as much as Peter liked being around his teams, there were times when he just needed to be alone. Ever since Nick Fury's disappearance, he almost constantly being peppered with questions from teammates and staff alike, despite Connor's handling the staff issues most of the time.

Then there was paperwork that needed looking over; repairs, funding's, and bills. Yes, even SHIELD paid for water and electricity.

Not to mention the actual espionage mission reports that should never be touched by immature, teenager hands. Those didn't often cross him anyway, going straight into a file archive that only Director Fury and Agent Coulson had access to. Given the fact that no international catastrophes have happened yet, Peter figured the mission-report paperwork was being handled by someone.

Point is, alone time was now a precious opportunity that needed to be savored.

Buuut, if there really was a threat lurking within Coney Island, then he supposed he'd want the team there to back him up when it struck. Sighing softly, he lifted his wrist to shoot a web, but paused as a stronger tingle thrummed through his brain. But there was something different about it.

It was quiet for a moment, aside from the loud buzz of the crowds - which he shoved into background noise - then he felt it again.

A tingle, starting at the base of his neck and vibrating through his skull. It wasn't sharp or threatening, but it wasn't exactly soft either. He's never felt one like it before. It wrapped over his brain like crackling tin-foil, but it was faint.

He turned his head slowly, looking over the expanse of the crowds when his eyes glanced over a few more game booths on the far end of the walkway and the tingling got stronger.

He didn't know what it was, or where it was coming from, but he had the strangest feeling that it was calling to him.

He hesitated only for a second before he was surging forward, following the sensation. It wasn't any different than listening to his spider-sense when he was webslinging, as it guided his hands to make the right shots of webbing. Only in this case, it guided his feet, pulling him past games, rides, and people until he was able to pinpoint its location.

It was an old carnival game. A trick-mirror funhouse, to be specific.

Once upon a time, it was a brightly painted building with blinking lights, swinging doors shaped like clown teeth, and a red railing that led to the entrance. A wooden sign held by a painted-on clown was bolted to the side with the words "Fun House" on it.

But there was nothing fun-looking about this place anymore. It was boarded up now, with the walls chipped and the bright paint drained of its color, peeling slowly under the harsh elements. The place looked dark and desolate, from - what was probably - years of neglect. But the tingling sensation was definitely coming from it.

Climbing the old steps, Peter stopped in front of the door and peered through the slits of the boards to see what was inside. Almost instantly, the tingling was gone and his head was silent.

Through the boards, darkness stared back at him. He took an uneasy step backward and something cracked under his foot. It was a piece of wood. He spotted several more pieces, and noticed for the first time, that it looked as though someone had pried them off the doorway. There was a hole, just big enough to fit someone if they squeezed in right, and the faint smudge of a footprint.

Then he heard it. A small, nearly indistinguishable sound.

"Help."

Listening closer, it sounded almost pained. And young. Like, younger than he was.

Had a kid wandered off and gotten stuck in there? It was pretty dark, they were probably scared out of their mind. It made his heart twinge and he quickly tore more boards away, keeping his ears out for the sound.

He glanced over his shoulder, but his actions went unnoticed. The place was abandoned and blocked off, far from where tourists strayed. How had a kid gotten this far anyway?

With most of the boards stripped away, Peter stepped inside. The ground was scuffed and littered with empty beer cans, alcohol bottles, cigarettes, and small pill-baggies. Black marks, likely caused by firecrackers or other smalls explosions, scorched the floor at random.

Looks like the place was quite a popular hangout for delinquents and drug-addicts. He tucked a mental note in his brain to come back later and put an end to any late-night shenanigans.

When he inhaled, the heavy stale odor of smoke and dusty air contaminated his lungs and he doubled over coughing.

"Eugh," he sputtered, waving a hand around to fan the unpleasant air away. "Someone call Damage Control, we've got a code red." With his other hand clamped over his mouth to keep as much dust away as possible, he did a 360 to look around the entire room.

Light streamed in from the broken door and filtered lightly through cracks in the ceiling, but farther down the hall, where the first few mirrors appeared, it got darker. He tried the light switch on the wall, but nothing turned on.

So, kicking cans and bottles aside, he ducked into the shadows. Any and all light was quick to abandon the funhouse, and barely a minute in he could no longer see on his own and switched his mask lenses to night-vision. A small hum purred from the white lenses, then everything was bathed in green.

It was somehow more eerie and ominous that way, sprouting tendrils of unease in his stomach. But another call for help reached his ears, louder now, so ignoring the green-tinged shadows and claustrophobic conditions, he purged onward.

Despite the funhouse's deteriorated state, the mirrors were still in excellent condition. Only a handful were actually broken. A thick layer of dust outlined the rest of the smooth surfaces, which had been etched with faded words, ranging from mouth-washing swear-words, to extremely inappropriate pictures and cringy love confessions; which only fortified his decision to put an end to whatever questionable activities have been going on inside.

His hand dragged along the glass, pulling dust and lint with him and leaving long, finger-shaped streaks in its place. He made a point to run over the bad words and pictures, feeling a twinge of satisfaction as the horrible marks were sabotaged.

But he didn't spend a lot of time on the destruction of blasphemy, as the cry had gotten louder with each step, and he sped his pace to a quick jog. The maze of mirrors kept true to its name by twisting and turning with no sensible pattern, and he wasn't all that surprised when he got lost a few times.

Eventually, he ended up at a dead-end when the cries were louder than ever.

Peter whirled around, desperation taking a turn at the wheel, as he searched for anything that might point him in the right direction.

"Hello?" he called. "I'm here to help. Where are you?"

It was quiet.

Then, "P-please! Please, someone, help me!"

"I know, I know, just calm down. Tell me where you are!" he shouted, retracing his steps quickly.

It was quiet for a few more seconds.

"I-it's dark. I don't know where I am. Please help me, I-I can't stand it here."

"I'm coming, don't worry. Just stay calm."

The mirrors were tall, starting from the ground and connecting to the ceiling, so there was no climbing them and searching from above, but he jumped on a mirror anyway. Nothing stood out. No marks or footprints of any kind.

Fingers twitching anxiously, he jumped from mirror to mirror, eyeing the floor for clues.

There was nothing. Absolutely nothing. And it was beginning to get frustrating.

In fact, it was suspicious.

Peter slowed to a cautious crawl, "Hey, can you tell me anything about where you are? What do your surroundings look like?"

"D-dark...it's so dark and cold."

The anguish coming off the voice was heartbreaking, but it melded a bit too easily with his suspicion.

"Okay...just stay with me, alright?" He shouted, moving faster, "I'm gonna get you out of here."

He alternated from jumping from mirrors and swinging by web. He was deep into the funhouse when it dawned on him that the mirrors were getting cleaner and cleaner as if someone had gone in and washed only a handful. He slowly halted his progress, eyes narrowing.

Dropping onto the ground, he stepped forward once, twice, and squinted into the darkness.

This was weird.

He took a hesitant step back and reached up to tap his wrist communicator. But no sooner did he lift a finger did a brutal shriek shatter the silence.

"NO! LEAVE ME ALONE! PLEASE, I-I DIDN'T DO ANYTHING! P-PLEASE! HELP! SOMEONE HELP ME!"

Panic seized his limbs like a puppet-on-strings and he surged forward, heart pounding and adrenaline saturating. The screaming got louder, urging him to go faster, and when it wasn't fast enough, he switched to swinging. The mirrors became a blur as he followed the shrieks, a nervous sweat slicking his hands and forehead.

Finally, FINALLY, the corridor widened into a room and he saw a figure up ahead. The closer he got, the more defined they became. Whoever it was, was shaking, choking on sobs, and breathing heavy. It...or she, as it turned out, was hunched over like someone had sucker-punched her in the gut.

Peter sighed in relief. Despite her posture, she didn't look hurt. Only terrified.

He landed next to her. Her ratty blonde hair looked like pale, knotted webs in the night vision, and her skin was just as sickly a color. She was still crying, disregarding his presence even as he knelt next to her.

"Hey, I'm here," he said, softly putting a hand on her shoulder. "Are you hurt? Do I need to get you to a hospital?"

She ignored him as if he wasn't there at all. In fact, she sobbed louder.

"Help me! Please, help me!"

Every fiber of his being froze.

"I'm - I'm right here," Peter repeated, "I'm going to get you out, but you've got to tell me what's wrong."

The crying continued. A cold feeling washed over him, and with cautious movements, he brushed his hands over her shoulder. There was something wrong with her texture. She felt real enough, but her clothes, her skin, were unnaturally cold and...hard?

Slowly getting to his feet, Peter backed up a considerable distance from the girl with regret pooling in his stomach.

"Okaaay, this is creepy," he commented aloud, eyes darting around the room nervously.

Something definitely wasn't adding up, and the girl was just a part of the equation. Another sweep around the room had him noticing that EVERYTHING was clean. The mirrors, the floor - all of it spotless and pristine. He pushed the button on his communicator, alerting his team to his whereabouts.

Looking around now, he felt absolutely stupid for not calling them before.

"Web Warriors, I think I may have stumbled into some serious trouble, and I might need your help. So, requesting backup...please," Peter said into the communicator, but all that came back was static fuzz.

"Hello?" he repeated, tapping the device. "Agent Venom? Iron Spider? Anyone there? This is Spider-Man requesting backup. I need your guy's assistance, like, right now!"

"Your team can't hear you," a voice chuckled, and Peter jumped, immediately falling into a defensive crouch as his eyes scoured the room. "Signals are jammed," the voice continued, resonating from all sides, "and the poor little spider is all alone."

Peter recognized that voice – how could he not? Anxiety still addled up the ridges of his spine, but he straightened and forced a bored sigh, "I should have known this had you're slimy, metal tentacles all over it, Doctor Octopus."

"Oh, very good, Peter Parker," Otto said sardonically.

Peter's heart sank to his stomach. Yeah, Doctor Octopus knew his secret identity, but he'd honestly forgotten that in the spur of the moment. The uneasy fear that crept over him every time he let his thoughts stray to that night, and repercussions of what happened, returned quickly and he eased to the side to hide his discomfort.

"Oh yeah..." he said, dragging a hand across his neck uncomfortably. "I was hoping you conked your head getting out of the shower this morning and forgot about that little fact. Heh, silly me."

"How could I forget such a crucial piece of information?" Otto preened from whatever hidey-hole he was looming in, already sounding so pleased with himself.

Peter shrugged, "I guess you're right. I mean, I doubt you take showers anyway. Which, not to diverge off-topic, but how do you get clean? Is there, like, some self-washing system built in you're tentacles? Do you get sponge bathed?"

"Do you honestly want to know?" Otto deadpanned and Peter blanched, holding up a hand.

"Nope, you're right. That is an image I really don't need in my head. Buuut, considering that personal hygiene is a very important, very private thing, I won't question your cleaning process as long as you never, ever say my name again. Deal?"

Otto chuckled, unamused. "Highly unlikely."

Peter could perfectly imagine the sneer on Otto's face. It was irritating.

"Well, I think it's a pretty solid deal."

"You know, Peter," Otto said, probably just to spite him, "I'm surprised with you. Haven't you recognized where we are at right now?"

Peter shifted his stance and glanced around the room again. So, he's been in a funhouse with Otto before? If that wasn't a peculiar thought. He whirled around again, more theatrically this time, taking in his surroundings with a broad sweep of his arms, before rubbing his chin thoughtfully.

He surveyed himself in the mirrors and shook his head, "Uh...no. No, this place doesn't seem to ring any bells. Are you sure it wasn't the dunk tank? Cause I'm pretty sure I've dunked your cephalopod butt a few times! AYE-OH!" his arms exploded into a wide 'buuurrrnnn!' stance.

Otto seemed, by far, less amused. If that were possible. "This is the place I first managed to catch you," he elucidated, sounding like an exasperated teacher explaining a very simple concept to a child. "In fact, the very day we met is in a few days."

Now how the hell does he REMEMBER that?! Peter thought, I can hardly remember what I ate this morning.

But cocked his head to the side, cooing loudly, "Awwwwww, so, this is like our anniversary? Honestly Doc, I'm kind of surprised you cared enough to remember our first official hero/villain meeting. It just warms my little hero heart," he splayed a hand over his chest.

His antics were not appreciated as much as they should've been, in his opinion.

Otto growled from his knucker hole, "Do you think this is a game?"

"Of course not!" Peter said, crossing his hands in a 'no way' gesture. "I mean, it's not like poking fun at you guys is the sole joy I get out of all of this. Besides, we're in a funhouse, which is definitely the most serious place you could've picked for a meet-up. Now if we were in the bouncy house, I'd have to draw a line."

"Do you ever shut up?" Otto snapped.

"You know, I'm actually really offended you don't know the answer to that yet."

"Argh! Nevermind. I left you a little present."

A thrill of spidey-sense shot up his spine and Peter tensed. His two middle fingers stroked the trigger plate to his web-shooters, not enough to fire yet, but to calm his nerves.

"Aww Ock, you didn't have too," he said in a fun, light tone, despite the way his muscles coiled and the lines of his back went taut. "I didn't get you anything and I'd just feel bad taking something from you, on our anniversary, no less."

He took a step backward, continuing easily, "Oh, wait! I've got the perfect gift! A paid vacation to... a SHIELD prison cell! I hear it's absolutely lovely this time a year, and they serve lasagna for dinner every Friday now!"

Otto chuckled again, but this time it was actually amused, and that instantly put Peter on high-alert.

It went inauspiciously quiet for a few seconds, then, without warning, all the lights in the room flashed on at once.

Even with his night vision on, the sudden brightness left Peter blinded, and he ducked quickly, shielding his sensitive eyes. Rubbing at his mask lenses fruitlessly, his spidey-sense tingled again.

When he straightened, arms and legs bracketed as he blinked frantically to get the dancing yellow spots out of his eyes, he saw something fly at him. There was a sharp hit to his middle and he hit a mirror on the far side of the room. The glass cracked and rained down on him as he slumped to the ground.

Groaning, he pushed up to his knees, then onto his feet. Spidey-sense buzzed, but this time he was expecting it and flipped up onto an intact mirror.

"That was a nasty trick," he commented from his safe(ish) perch, blinking the remainder of the dots away. Switching the lenses back to their normal setting, he looked down, expecting to see Otto leering below. Instead, the sobbing girl was at her feet with her fists up.

"What?" he muttered, sourly rubbing his bruised middle.

The crying and wailing noises were not longer emanating from her and her jaw was set straight, eyes cold and emotionless.

Otto laughed. "You thought you were saving an innocent," he mocked. "Unfortunately for you, you're not very bright. It's so easy to catch a hero. All you have to do is dangle someone in their face and they'll come crawling to you. Of course, my spider signal played a part as well."

"Your what?"

"Oh, don't worry about that," Otto said, tone wiry. "You're all about jokes, and the biggest joke is that there was never anyone to save at all."

There was a metallic whirr and the girls' muddled image went fuzzy and disoriented, like an old flickering TV screen. Her appearance scintillated and then dropped to reveal an LMD.

Peter eyes widened, "A Life Model Decoy?" he staggered. "Where - where did you even get that?"

"SHIELD Academy," Otto answered indifferently. "It's amazing how forgetful people can be when two all-powerful rulers of the universe start a game. It's only purpose was to keep your attention, nothing more. It can't even be fully reprogrammed."

A bright spark and the LMD jolted and its metal body clattered to the floor.

Otto must've gotten his hands on an LMD during the Contest of Champions, probably around the time the Collector was fighting the Grand Master. Peter recalled that Otto hadn't been there for the final showdown.

He tried to act nonchalant as he slowly inched toward the exit.

"You stole an LMD, huh?" he said, stepping over the scattered glass, "I don't think Fury is going to like that very much. He's very sensitive about his stuff. I mean, he snapped his eyepatch when you and Hydra took over his tricarrier, now that you're stealing his LMD's..." he tsked. "Man, I'd hate to be you right now."

He was almost to the exit when a metal door slammed shut with a hiss, cutting him off.

"Going somewhere?"

"Oh, COME ON!" Peter shouted. "You upgraded a funhouse? A funhouse? Seriously!? Come on Ock, how much free time do you have?"

"Enough to find an effective way to finally take down a nuisance," Otto snapped.

A clunking sound and another hiss, and this time a mirror lifted away and he clanked in, in all of his bald, metal-bodied, tentacle glory. Peter eyed the mirror exit appreciatively, right before it shut and locked them in again. He tried to hide his disappointment.

"So..." he drawled slowly, fingers drumming on his thigh as he searched for another exit-point. "Feel free to break out into a villain monolog any time you want. I won't mind."

His answer was a metal tentacle aimed for the head.

Vaulting off the mirror, he flipped in the air and landed on the opposite end of the room. "Okay, I get it. You don't feel like talking, yeesh." The mirror he occupied shattered under another one of Otto's tentacles and sharp pieces of glass sprinkled the ground like illustrious drops of light.

"7 years bad luck!" Peter said. A tentacle came soaring again. Another mirror was lost in the struggle. "14 years bad luck!"

Crash!

"21 years."

Crash!

"28 years!"

"Insipid arachnid!" Otto seethed. "I'll show you bad luck as soon as I get you back to my lab!"

Peter perked up, interest piqued. "Lab?" he parroted. "Wait, which one are we talking about? Cause you have a LOT. You've got an underwater lab, the Oscorp lab, the sewer lab, warehouse lab, and a Hydra lab," he listed them all off his fingers. "Let's face it, you go through labs almost as much as I go through quips. How do you keep track of them all? Do you have a bad-guy day planner, or..." he yelped when one of Otto's tentacles grabbed his leg. "Uh-oh."

He was smashed him into the ground. There was barely any time for him to groan before he was lifted again and swung into a mirror, then another mirror, before being slammed into the floor once more.

"Ow," Peter squeaked.

The shards under him cracked and splintered as he tried to get up, his skin stinging where they had dug into his flesh.

"Ow, ow, ow, ow, ow," he hissed.

Four tentacles flew back into sight and grabbed him by the wrists and ankles, pinning him down. His wrist communicator broke and sent a small electric charge running up his arm.

"Just you wait, Peter Parker," Otto snarled, "the pain you're feeling right now will be nothing compared to what you will feel soon."

Breathing raggedly, Peter blinked sharp tears of pain from his eyes. With every breath, his ribs drew in tight. If they weren't cracked yet, they were very close.

"H-have I ever mentioned how much of a creep you are?" he whispered breathlessly.

Something warm and wet trickled down his wrist, and through the corner of his eye, he saw something red falling on the floor. Otto's tentacle was digging his broken communicator into his wrist.

Otto didn't answer. The tentacle holding down his bleeding wrist let go and opened around the center, revealing a needle.

"I'll see you when you wake up," Otto chuckled.

The needle was plunged into his neck. Peter shouted and squirmed, flailing out with his free arm, and Otto backed up, watching as Peter wobbled to his feet. He tottered a few steps, curling an arm around his sides. A part of him wanted to make a joke about already getting his shots, but his heart was beating too frantically to consider it. He felt himself begin to panic.

He's been captured by many villains, but Otto has always been the worst. He didn't care if he hurt his victims too badly, all the scientist wanted was Peter's blood and body for science purposes. He was nothing more than a frog for dissection.

The edges of his vision rotted into black, eating away his vision in an excruciatingly slow manner. As his eyes began losing focus and his heart started to slow, the last thing Peter felt were dozens of glass shards probing the nerves in his back, and the last thing he heard was the cruel laugh of one of his worst enemies.

The last thing he thought was: Why am I such an idiot?