"Remind me again how did this happen?" Spidey asked his teammates as they ran (or in his and Nova's case, swung or flew) in and out of the halls of the Tri-Carrier. They were scrambling on each other's paths as they fled from this giant mass of... whatever black and wriggly things they were running away from. Gross.

"Didn't you remember? Some S.H.I.E.L.D scientist experimented on these cockroaches he found the other day and the next thing we knew, we got mutant roaches invading the Tri-Carrier." White Tiger explained to him the best she could as she ran with feline grace.

"Yeah, and my parents sure gave him a field day when they found out." Power Man added, recalling a couple minutes ago when he saw his mom and dad, now working in S.H.I.E.L.D's labs, yelling at the poor guy before the cockroaches somehow increased in number and took over the place.

"Sooo~ they just keep multiplying or something?" Spider-Man guessed with a quirked eyebrow behind blank lenses.

"Looks like-" Nova turned around for a moment to see if they got away from the roaches before groaning, "OH MY GOD, ARE YOU KIDDING ME?!"

"What? What is it?"

"...They just grew bigger."

Peter slowly turned around to make sure Sam wasn't lying, and to be honest, he was right. What used to be a swarm of tiny cockroaches now changed into a swarm of huge cockroaches. Not exactly huge, as they were currently the size of dinner plates, but as far as most insects go, that's pretty big.

"Do not underestimate their size; they may be more powerful or vulnerable than they seem." Iron Fist advised with an amazing amount of calmness, though he was also kind of afraid of the cockroaches behind him. "And besides, never judge a book by its cover."

"You think?" Nova shot back. Then he suddenly got a devious look on his face and grabbed the vigilante just when he was about to shoot another web strand to swing on.

"What the- hey Bucket-head, put me down, will you?!" Spider-Man tried to squirm his way out of the Nova Corps member's grip while flailing his arms and kicking the air. "What the heck are you even doing?"

"Spiders eat bugs, right?"

"Well, yes, but-"

"Aren't cockroaches bugs?"

"...Yeah?"

Power Man, Iron Fist, and White Tiger gave Nova weird looks, trying to guess what the human rocket was implying.

"..."

"..."

"..."

"...OH C'MON! JUST BECAUSE SPIDERS EAT INSECTS DOESN'T MEAN I EAT THEM! ESPECIALLY COCKROACHES!" Peter ended up yelling at him louder than he should have. But seriously, that was some messed-up logic here. I mean, where did Sam even learn that stuff?!

There was a stack of lined paper on a desk, all aligned to look like a flip book. Sam was drawn in the front page, mindlessly bored from the insect book he was reading. As soon as the papers were flipped, the drawing of Sam moved, absentmindedly skimming through the pages, but then he found a picture of a tarantula feasting on a cockroach. Then, a drawing of chibi!Spidey with a web popped up on his thought-bubble and he was eating the trapped roach straight from the web, drooling all over the place as he ate.

"But you're part spider; shouldn't you also eat like one?" It took all of Sam's willpower not to smirk at his reaction, but the Nova Corps member had a feeling that his idea wouldn't work anyway.

The vigilante just groaned. Facing the now-enlarged cockroaches, he just created a few webs, forming a sturdy, sticky wall that prevented them from going any further. The roaches angrily waved their stubby legs and antennas at the obstacle blocking their way. "Ok, that should hold them for now. At least until we figure out how to get rid of them.. that doesn't involve eating them." Spider-Man said that last part with a glare meant for Nova.

Then all of a sudden, there was a loud scream echoing in the hallway. A seventeen-year-old girl with pale skin and Asian features was fleeing for her life as a group of mutant cockroaches, slightly bigger than the last, chased after her. She kept screaming and flailing her arms around like crazy. A silvery-gray baseball cap with a red star and a black 'L' obscured her straight, shoulder-length black hair and her orange Camp Half Blood shirt, jeans, and navy blue Converse were a bit rumpled up, probably from dealing with those bugs.

The red-and-blue vigilante shot out a web-line and yanked the girl into what looked like a janitor's closet, which the team was now hiding in. Peter immediately closed the door while Sam glowed with his Nova Force and Danny lit up the small space with his chi-infused fist for light.

"Are you ok?" Spider-Man asked the girl in concern.

The female panted as quietly as she could, despite her exhaustion. "Yeah, I'm fine." She replied with a quick nod. "What are those things, anyway?" She asked.

"Cockroaches; not sure what happened to them, but they must've ended up mutated or somethin'." Luke told her while peeking out from the vents. So far, there was nothing out there.

"Who are you, anyway? Why were you even in the Tri-Carrier?" Ava started to question the girl with the baseball cap.

"I'm Lucie. And for your information, I was visiting my uncle and aunt." She informed them while crossing her arms. Her cheeks were puffed up and she let out a stream of air.

"They work for S.H.I.E.L.D?"

"Uh-huh; they usually do office work at the headquarters in D.C., but they sometimes go on missions. I'm not sure where they are though..." The girl, Lucie, peered out of the closet with wary dark brown eyes. So far, she couldn't see any roaches blocking the way. "They're probably trying to get rid of them right now."

The cockroaches were still crawling around outside, the web walls must've broken down. So Spidey and the team, along with Lucie, had to stay inside for a couple more minutes until it's clear. Even Sam and Danny reduced the glow in their bodies/fists so that they wouldn't be spotted, but could still see each other somewhat.

"So... shouldn't they be gone by now or what?" Nova was the first to shatter the silence. He has gotten bored from staying still and he's starting to crave for action. But then his body started to shiver instead of being twitchy, goose bumps appearing on uniform-obscured skin. "A-And w-wh-why is i-it-it so c-cold in here?!"

Spider-Man was confused at this, until he felt a strange chill in the air. Was the air conditioner broken or something? Or did somebody leave the window open? Spandex doesn't exactly keep him warm, so he just snatched up rags and a paper towel roll and wrapped himself in a couple long sheets like a mummy. The other heroes, as well as Lucie, did the same, since they didn't have coats or blankets. What was even stranger, however, was the opaque white streams of fog streaming around them, and a thick sheet of frost that suddenly appeared, distorting the view outside the closet.

"Uhh.. what just happened?" Lucie cannot help but to ask, despite the frigid atmosphere.

"I'm not sure... I should go check." Iron Fist did his best to stand up and wipe away the icy coating on the door, but every time a mark was made, the frost would crawl back and cover up the surface again no matter how hard he tried. "Why isn't the frost going away? It keeps growing every time I get rid of it." Bewilderment was etched into his features; what was going on here?

"What? Seriously?" Power Man stood up to try out the same thing, ignoring the cold for a moment. With added heat and pressure, he stubbornly rubbed the frost away a few times, only to come back when it shouldn't. "Sweet Christmas! Why can't it come off?!" He too was confused at what he just saw.

All of a sudden, there were tiny, but audibly loud noises coming from the halls. Then a sound reminiscent of clinking glasses, chandelier crystals clashing, and snow crunching filled the air...

With shaky blue hands, Spidey, his teammates, and Lucie, rushed to open the closet door and get out of the chilly room to investigate. To their surprise, it was also cold in here, though not as severe as they thought, and a strange, piercing silence muted the icy symphony they heard moments ago. And if that wasn't enough, the mutant roaches they once fought and ran away from were frozen in clumps of ice, or would be entrapped and impaled by long, thin ice crystals that sprouted from the metal floor.

"Woah... how did they ended up like this?" Peter can't help but to say out loud. Do cockroaches actually die from subzero temperatures? His scientific mind couldn't make any sense of what he just saw at the moment.

No one else bothered to formulate a hypothetical answer, but it seemed like they don't have to, as White Tiger spotted something. "Guys, over there! I see someone!" She pointed at what looked like a person in the middle of the hallway, surrounded by ice-encrusted cockroach corpses. Spider-Man felt that same umfamiliar chill coursing through his body and there was a gut-clenching feeling in his stomach.

...They were not alone.

Eugene: So I'm still alive; it was not easy coming up with this chapter though, because every time I try to write, my ideas tend to run out. But then I remembered a review TheOnyxDragon12 sent for my other Ultimate Spider-Man fanfic, Heroes vs. Cockroach, something about mutant cockroaches taking over the Tri-Carrier... so I ended up with this. And if you watched episode 44, Luke's reunited with his parents now at the end of the episode and they all reside under S.H.I.E.L.D's care for the time being; that's why I mentioned them, in case any of you are confused or anything. They should be around a bit more in later chapters, so expect that.

Oh! We also have another guest appearance today! Lucie here is actually greypilgrim127 (though Lucie isn't her actual name.. but hey, it's her idea *shrugs*). She's the amazing person who wrote one of my favourite Avengers stories, "Getting Along". It may be your typical collection of drabbles full of Avengers shenanigans, but her sense of humour and randomness definately shone through. I'm not sure of her actual personality either.. but I did the best I could (again, thanks for the additional info). Besides, she's one of those authors full of potential for her future writing, so give her stories a shot!