answers to reviewers questions or statements:

rmarcano321: Currently, no one.

CRUDEN: It's more of Janet upgraded and refurbished it then made Peter's suit.

Spawn Hades: It's not so much open rebelling as he's unknowngly resisting the numeorus insurances that HYDRA implanted in him to keep him under control.

DeimosVulcan12: The current members are Spider-woman, Black Widow, Black Cat, Captain Marvel, and Psylocke and I'm thinking of adding Red She-Hulk later because there isn't enough of them and using the regular green She-Hulk doesn't really fit with the tone of this story. Doom will show up later, as for Thanos, not sure yet. No, Madam Hydra is not joining the harem. Yes Wolverine will show up. No Morlun will not appear in this.

Disclaimer: I don't own any Marvel characters seen, mentioned or used.

Otto Octavius knew that something monumental was about to unfold as he and several of his top scientists were escorted down a dark hall by several HYDRA agents in the heart of their current headquarters.

In the forty years that Otto's been with them, and the thirty he's been head of some of their greatest projects, the modernization of the Winter Soldiers and Project Arachnid just to name a few, he's only ever been brought into these kinds of meetings thrice. The first to congratulate his promotion as head of HYDRA's Gene manipulation and enhancements division with the second being his appointment as director of Project Arachnid by the Supreme Leader himself and the final one being when HYDRA was finally reunited in full instead of being a loose confederation of cells spread out across the globe.

'I wonder if this meeting has to do with the loss of Zero One' Otto thought as he saw two large steel and wood doors ahead with two guards on each side.

"Doctor Octavius?" one of Otto's fellow scientists said in a whisper.

"Yes Morbius?" Otto turned towards the gifted geneticist with curiosity.

"Do you know why we've all been summoned?" the man asked as he reached up and fiddled with his hearing aid, he was still getting used to it's implantation after several weeks.

"No" Otto shook his head before he returned his attention back to the doors "But I have my suspicions"

Morbius nodded as he, Otto and the rest arrived at the doors and watched as they parted open themselves and the guards gestured for them to step inside. Without a second of hesitation, Otto and his small entourage stepped into the colder room and made their way to a large wooden oval shaped table that laid at the middle of the near twenty thousand square foot room. On one wall was a massive monitor that stretched from wall to wall and floor to ceiling that displayed a map of thee world, various information streams from dozens of HYDRA compounds and labs all over the world and dozens of small windows that were opened to various news channels from multiple different countries of interest to HYDRA and a few more displaying the current movements of their competitors, mainly AIM and the Hand.

One the other side of the room was a massive tapestry of HYDRA's infamous symbol of a Skull with six tentacles coming out of the bottom of the skull.

"Ah Otto, I'm glad you could make it. I heard how you were almost apprehended by the Defenders the other day and was beginning to think you wouldn't make it" a voice from the table at the center of the room caught Otto's attention.

The morally questionable Doctor glanced at the table to see the rest of HYDRA's High Council had already arrived and seemed to have been waiting for him for some time if the looks of impatience and annoyance on their faces were anything to go by.

"Apologies Supreme Leader, they were a bit more tenacious than I believed" Otto said with a cough as he quickly made his way to the table while doing his best to avoid thee looks of some of his fellow Councilors.

At the head of the table, sat the Supreme Leader, his features, as a result of his seat's positioning slightly out of the light, were concealed in shadows. On his left sat Helmut Zemo, his mask removed to show his heavily scarred and burned face, courtesy of a previous battle with Captain America. On his right was Baron Strucker, his eye glass gleaming from the lights of the massive screen in front of him. About a meter to Strucker's right was Madam Hydra, formerly Viper until she rose to her current place as a member of HYDRA's High Council. Across from her sat Contessa Valentina Allegra de la Fontaine, HYDRA's top infiltration operative and highest ranked double agent in SHIELD. To her left sat the Kraken, a man covered in dark green armor that gave him a the vague appearance of some sort of sea monster, a nod to the beast he was named after while across from him was a seat reserved for Otto himself. And at the other end of the table, directly opposite of the Supreme HYDRA sat Elisa Sinclair dressed like someone out of the thirties or even forties.

"I'm sure many of you are wondering why I've called this meeting?" the Supreme Leader said as he looked around the table.

"Does it have to do with AIM?" Madam Viper asked in a bored drawl.

"AIM?" Strucker said with a frown "What could they've done that would warrant an emergency meeting like this?"

"It's not AIM" the Supreme Leader said with a tired sigh "It was the Avengers... again"

"What'd they do now?" the Kraken asked with a growl of annoyance.

"They attacked the facility that was housing Subject Zero One" Otto answered, drawing the rest of the council's attention to him.

Madam Hydra's eyes widened at this, as did Strucker's while Zemo simply scowled in annoyance.

"And they've taken Zero One with them as a result" Otto said with a wince.

"Great, now we lost the male to them too" Elisa said with a shake of her head.

"Hmmm..." the man sounded as he leaned back in his seat before he turned towards Octavius with narrowed eyes "Tell me doctor, will we be able to proceed with the second phase of Project Arachnid, even without Zero One?"

Otto jumped a little at being openly addressed and having the various other present high ranking members of HYDRA all turning towards him. After a few seconds of gathering his wits, Otto nodded as he adjusted his glasses position "Y-Yes sir. Before he was taken, I was able to gather a sufficient amount of tissue from him. Blood cells, stem cells, even brain and bone marrow samples. We can begin the next phase immediately"

"Already?" Strucker said with some surprise before he glanced at the Supreme Hydra "But sir, I thought without the Drew woman we wouldn't be able to-"

"I've taken care of it" he assured Strucker before he glanced towards Zemo "How is our new guest now that I think about it?"

"A real bitch" Zemo huffed as he folded his arms across his chest "I lost over two platoons trying to bring her in"

"Necessary losses" the shadowed man assured Zemo before he turned towards Otto and nodded "Begin with Phase Bravo at once. I want our first batch ready in nine months time. Coordinate with Doctor Warren if you have to, either to speed up the process or meet our quota"

"Of course" Otto said as he stood up "With your permission-"

"Go" he said with a wave of his hand "The sooner you get started, the sooner we can begin for our resurgence and finally bring the world under our care"

Otto nodded as he quickly made his way for the door followed by several other high ranking scientists that were part of the project as well. Madam Hydra watched them go for a few moments before she returned her attention to her Leader and frowned.

"Are you sure it is wise to begin the second phase of Arachnid with Zero One currently being held by the Avengers?" the green haired woman asked with uncertainty in her voice "Even with most of his memoires purged, and having no real intel that could jeopardize us, he's still a potentially dangerous security risk. As thorough as our telepaths have been in his mind wipes, there's still the possibility they've missed something"

At this, her leader smirked as he interlaced his fingers in front of his mouth "Don't worry about Zero One and any possible risks he can pose to us and HYDRA, I've already taken care of it. We should be hearing back soon"

Madam Hydra was silent for a moment as she considered her leader's words before she nodded "Who'd you send?"

"Simple, the only one that's ever had any success in bringing him back when he got unruly. Though this time, he wont have to worry about holding back against him, his orders are clear as air... terminate on sight"

Madam Hydra nodded even though she felt a sense of pity grow in her chest, she rather liked Zero One.

He was quite good at satisfying her sexual urges, in her opinion.

...

Elizabeth Betsy Braddock has had her fair share of stubborn and difficult 'patients' since she agreed to help Xavier in aiding people who've been mentally scarred damaged or manipulated by all manner of malevolent or harmful entities. Be it helping Angel recover from the trauma of being Apocalypse's Horseman, Laura's childhood or Logan being captured by Weapon X, again, and undoing any of their work on his mind... again.

So safe to say, helping a man raised by HYDRA to be their answer to Captain America with a bit of the Winter Solider thrown in and then some overcome the various mental leashes they've placed on him wasn't quite out of the ordinary for her. What was out of the usual norm for these kinds of things was that his mental leashes would actually fight back and in turn cause Peter to attack her to try and stem the mental stress he was undergoing from said mental leashes.

"You sure you don't need help Betsy?" Janet said from her side of the room, her stingers at the ready as she watched Betsy just barely dodge and weave her way around Peter as he blindly lunged at her.

She wasn't quite sure how Betsy was keeping ahead of Peter's actions, the man was moving too fast for her to properly track with her own un-augmented sight. She theorized that the purple haired telepath was using some sort of telepathic technique to either anticipate Peter's actions or confuse his mind long enough for her to move out of the way of his strikes. Or she was just simply skilled enough to dodge the enhanced man's blows thanks to her years of training.

"I'll be fine" the purple haired bueaty explained as she ducked under another wild swipe from Peter before forming a psi-blade and rammed it right into Peter's head.

In the span of a thought, Psylocke had re-entered his mind, raced through it until she found yet another mental trigger in his pysche and destroyed it before she kicked away as Peter stumbled forward and let out a pained gasp as he clutched his head in pain. For the past hour, Betsy had been doing her best to clear out what remaining triggers lurking inside Peter's mind. Safe to say, the latest one proved to be a bit of a challenge in that it more or less sent Peter into a wild frenzy that lashed out at everything with a pulse.

'Looks like HYDRA took a page out of the Weapon X program's book in creating a trigger to drive Peter berserk in the event of forceful telepathic intrusion' Betsy thought as she stood at the ready, her body drenched in sweat from her 'fight' with Peter.

"S-Stop that" Peter growled out in anger as he glared up at Betsy with pure rage in his bloodshot eyes, everything seemed to be colored red and there was this unbearable sound in his head that sounded like his heart beat but dialed up to an eleven.

"I'm sorry Peter, if there was an easier way to do this, I would" Betsy said with a frown "But your handlers were very effeiciant in their collaring you-"

"I'm not collared!" Peter roared as he grabbed the table beside him and threw it at Betsy who easily leaped over it... and right into Peter's fist.

"BETSY!" Janet cried out in shock and horror as she saw Betsy go flying towards the wall, blood spewing from her face before she slammed into the wall.

Betsy winced in pain as her vision went blurry but her mental connection to Peter allowed her to sense he was rushing her. She waited until the last moment before she leaned out of the way and drove her knee right into Peter's gut before she kicked off the wall and wrapped an arm around Peter's neck while she formed another psi-blde.

'Calm down, it's going to be okay, just a few more and I'll be done' Betsy tried to sooth Peter's growing anger as she stabbed her psi-blade into Peter's head again and re-entered his mind.

Janet watched as Peter thrashed around like a rabid animal, snarling and growling as he desperately tried to reach for Betsy and rip her off him but her mental assault in his mind slowly but surely drained him of the last of his strength and he slumped to his knees. After a few tense moments, Betsy withdrew her psi-blade and unwrapped herself from Peter's body and with a hand gesture to Janet, helped the man on to his back on the floor.

"Is that it?" Janet asked with worry as she placed a hand on Peter's forehead and frowned at the warmth of his sweat drenched skin, it felt like the man was running a high fever.

"That I'm aware of" Betsy said with a exhausted sigh as she stood up and looked around the destroyed room for something to wipe the blood from her face "Me and Xavier are gonna have to go through his mind at a later date just to be sure. I hate to admit it, but I was a bit too distracted not getting killed to properly scan the entirety of his mind"

"Can you do it now?" Janet asked as she watched Betsy wander over and retrieve a few paper towels that were strewn about the floor.

"No" Betsy said with a shake of her head as she glanced back at Peter "His mind's too delicate at the moment for another intrusion like that. Not for a few hours at any rate"

Janet nodded as she helped Peter sit back up and watched as he rubbed his head with a pained expression before it darkened as he glared at Betsy who returned his look with one of indifference.

"That hurt" he hissed.

"Trust me, it could have been a lot worse" Betsy said with a sigh "But for what it's worth, I'm sorry"

Peter growled at her before he sprang to his feet, causing Janet to fall back in surprise and for Betsy to tense as the former HYDRA operative stared at her before turning on his heel and making his way out of the room.

"Jarvis?" Janet looked up towards the ceiling "You mind monitoring him for a bit?"

"Of course ma'am" the A.I. replied, already following Peter's movements.

"Where's Jessica and Natasha?" Betsy inquired as she finished wiping off the last of the blood on her face "Aren't they his babysitters?"

"Handlers" Janet corrected as she rubbed her forehead "And their out on a date. I offered to watch him"

Betsy hummed as she made her way to the nearby waste bin and tossed the blood soaked paper towels away before she made her way over to her purse to grab her hand held mirror to better examine her face.

She hoped it wasn't as bad as it felt.

"How'd you survive that hit anyway?" Janet asked as Betsy searched through her purse for her mirror.

"A small telekinetic shield I threw up to try and lessen the hit as much as possible in the time that I had" Betsy answered with a shrug as she pulled it out and opened it to examine the bruise on her face "If I was a split second too late, he'd have literally knocked my head clean off with how hard he was hitting me"

"Yikes" Janet paled at this.

"It wasn't that bad" Betsy said with a small shrug "At least compared to a hit from someone like Juggernaut, or Apocalypse. Now those tend to hurt... a lot"

"I bet-" Janet began before suddenly the entire tower shook, causing the two women to stumble as an alarm began to blare through the various rooms and halls.

"What the he-" Psylocke began before another more powerful tremor raced through the building, causing them to both fall to the floor as more and more explosions raced through the tower...

...

Peter froze mid-crawl down a hall as another tremor racked the building. His eyes narrowed as a frown formed on his face as he saw numerous cracks appear on the walls and ceiling he was on and quickly fell to the ground and landed in a crouch. He did his best to ignore the loud blaring alarm echoing throughout the building and try to see if he could hear what was going on before he felt a flare at the base of his skull.

Peter leaped back up to the ceiling just as the floor beneath him and all the way from one end of the hall to the other suddenly exploded and collapsed.

'That wasn't me... not enough maiming and mutilation' Peter thought as he looked down into the dust cloud before he heard the faint sounds of a automatic rifle's safeties being switched off and quickly leaped back down the hall as dozens of rounds were fired from the cloud and tore into the surface he was on.

The spider empowered shot a arm out and fired off a web line and used it to pull himself towards the wall to cling to while several grappling hooks were fired into the ceiling before several men, dressed in black tactical gear of some sort. Their heads were covered by full face helmets with a one way reflective glass over where Peter reason their eyes were and each carried an highly customized assault rifle that possessed a grappling attachment under the barrel. Peter narrowed his eyes at the men as they noticed Peter's position and made a series of muffled sounds to one another before they halted their ascent and drew their side-arms. That was all Peter needed to jump off the wall and grab the nearest individual and violently turn his head to the side until a faint 'Crack' could be heard and his body went limp.

With his sixth sense still tingling, Peter grabbed the man's side arm and turned it towards the others and began to fire a single shot right into their faceplates, shattering the glass and sending blood flying into the air.

'I wonder where they came from' Peter thought as he clung to the still dead man as he tossed the now empty pistol away and reached up t tear the helmet off and see if he could recognize the man underneath.

He didn't.

Peter frowned at the man's face before he released him and fell into the cloud of dust below and landed with a light 'thud' before rising back to his full height and broke off into a full sprint down the hall towards his room.

'Need suit, need suit, need suit, need suit, suitsuitsuitsuitsuit' Peter's mind repeated over and over again as he saw his room up ahead... with three men standing outside, one with a shotgun aimed at his door's hinges.

Peter growled as he increased the speed of his sprint and leaped into the air and flew right into the man with the shotgun, sending both of them through the door. The two men rolled across the floor before Peter sprang back up and slammed his knee into the man's neck, breaking it with a sickening crack before he looked back up at the door to see the other two men entering with the weapons raised towards him. Lifting both arms, Peter fired off his organic webbing, stopping the man and sticking them to the door frame.

"Gah, what the shit is this? When could he do this?!" one of them shouted as he struggled to rip himself out of the webbing before half his head was blown off.

The second man flinched as blood and brain matter splattered his helmet and turned to see Peter standing there with his dead colleague's shotgun, now aimed at his own head.

"Wait no-" the man began before Peter pulled the trigger.

"Shut up" Peter hissed as he took the shotgun and brought it down on his knee, snapping it in half and sending pieces of it flying before he tossed the two halves aside and made his way to where he kept his suit.

Now could be the opportunity he's been waiting for in escaping this prison.

...

And done.

Next chapter, Home invasion...