Sitting in a comfortable chair, Peter Parker looked both happy and in doubt.

"Wow… No matter the angle you look from, it's always surprising how time flies. It's been half a year since we graduated and so much has changed. I don't even know WHERE to start." In front of him, was Agent Phil Coulson: he looked a bit more bald for sure, with grayish hair mixed with his usual brown hair, but his wise friendly expression remained. "Maybe with a welcome back, Coulson."

"Thank you, Peter. It is good to be back in New York, after what seemed like a lifetime mission. After Stan's death, Nick called me at once, but I had a longer delay due to some internal business." Phil reflected. "But now I'm back and I'm more than glad to keep being on S.H.I.E.L.D., even if no longer as a director."

"Everyone will be so glad to see you! A-And I have to introduce you to the Web Warriors and New Warriors you haven't met yet, like Scarlet Spider, Vulture, Echo-"

"Yes, yes, I know them. I was given their archives as soon as I arrived at the Academy. For now, I am more interested in how this last year has been for the Web Warriors. For starters, you."

"And I'm back to the surprise about time. -time freeze- Speaking of which, glad to be back."

Episode 01: Tales of Spider Past



"Ascending from student to teacher was harder than I assumed, especially after Nick went missing for such a long time. It was like returning to the early days of Spider-Man, when everything that happened put more and more weight on my back, and the smallest mistake could make it all squish me like a bug. But this bug here always found a way in the end." Peter recalled. "Now Nick's back, the students are making amazing progress and recently, I got a taste of this."

Spider-Man swung across New York, arriving at S.H.I.E.L.D. Academy and stopping by Stan's statue, giving it a salute.

"Excelsior, Stan." He said. The front door opened and both Scarlet Spider and Agent Venom were waiting for him.

"Late as always, punk."

"Excuse me? It's not even 9:00 AM!"

"You know Cho. He rather have everyone around earlier than sitting around doing nothing." Venom give Spidey a light push, and the three got into the building. After taking the elevator, they arrived at the training room, Iron Spider pacing around with his spider legs.

"Okay, Amadeus, what do you got for us that's so cool you're wanting to show us BEFORE regular schedule training class?" Peter asked, both complaining and out of curiosity.

"Right to the point, Spidey." Amadeus nodded and clapped twice. Two armored figures stepped forward. "First of all, meet the new and improved Rhino and Vulture Armors!" Both Alex O'Hirn and Adrian Toomes lifted their visors.

"Hello, Spider-Man. We finally got these beauties ready for testing." The boy in glasses said with quite excitement it felt unnatural. "Amadeus helped us with perfecting the designs so it could be both comfortable to use and effective in combat."

"My wings are based on Falcon's primary Project Redwing design." Adrian explain, extending his wings. "Smooth landing and fierce attacks are guaranteed, and this armor is strong enough to shelter from heavy impact."

"Okay, that's really impressive. But the question is: does it work?" Spidey asked.

"That, my friend, is what we're gonna find out!" Amadeus said, all three of them ready for battle. Getting the message, Agent Venom and Scarlet Spider were ready to battle. Spider-Man gulped: that wasn't much his way of starting daily business at the Academy.



"It's very clear what happened next." Amadeus rolled his eyes, but with a smile. "Spidey got his poor still tired toofus kicked all the way. You can't really expect him to be challenged out of the blue and be fine with it. But Alex and Adrian did amazed us with the results of their training and hard work. Not bad at all for two former bad guys."

"We started out on the wrong foot, and now Amadeus and I are actually closer than ever." Peter assured. "We cooperate, we study, we enjoy ourselves… heck, we're pretty much a family. And speaking of which, I did found out more about his own family one day..."

"Amadeus!" Peter stopped by Stark Industries, looking for his friend to join them for patrol. He crawled into the machinery room, where Amadeus once said it was the most relaxing place in the facility. "Hey, Amadeus! We're going on patrol, and might stop by Dr. Strange to-"

Peter halted his description of the Web Warriors plan, seeing him without the Iron Spider Armor, sitting in a corner and holding tightly a piece of paper.

"Are… you okay?" He looked over to the prodigy's face; tears were streaming on his face. He looked up to Peter, wiping his eyes.

"…She's alive. "He side smiled and looked at the piece of paper describing Madame Curie Cho's status. "My sister Maddy…"

"Sister? I didn't knew you had a twin… or anything about your family." Peter admitted, thinking for a bit.

"Start reading the S.H.I.E.L.D archives better…" Amadeus chuckled, before sniffling. "But I'm not just happy to know she's alive. I haven't thought about my family since-"

"Wait, I think I recall something… Excello?"

"Yes… Excello. Pythagoras Dupree. All names that make my chest hurt." Amadeus flinched as he recalled everything he's been through. "He orchestrated an online competition… It earned me the Seventh Smartest Man in the World title… but also doomed my family. Pythagoras didn't want anyone smarter than him alive, so he-" Amadeus held back the tears coming. God, he hated to remember that: the explosion that destroyed his lair… his parents, and as he once assumed, his twin. Peter held Amadeus's shoulders, looking at his tearful eyes. The prodigy hesitated before hugging his former rival and now closest ally and friend.

"I just never got it… Why would someone so smart get so crazy? What good would do to eliminate everyone smarter than him? My parents have always been there for me and Maddy, and he thought he could just…"

Poor Cho… Prodigy or not, he was still just a kid. Peter held Amadeus close until he stopped sobbing and looked up to him… and see he was also tearing up.

"W-why are you-"

"I had to." Peter wiped his own tears. "Sometimes, we just have to cry. Doesn't make us less than what we are, you know?"

"I know, it's just a bit embarrassing, that's all." Amadeus nodded. "Crying after so much time your parents died… Tony Stark-"

"Wasn't as connected to his father as far as I knew. But you were. You knew your parents and sister, you loved them. It's more than fair that you cry because you miss them."

Amadeus looked down at Maddy's picture and teared up a bit more, wiping it afterwards. This time, he was smiling.

"Well, she is alive… But I don't know where she could be."

"We could help you find her. I mean, when you're ready." Peter offered him his help. Then, Agent Venom called him on the communication device.

"Yo, Spidey! Where are you? We got Shriek on our sight!"

"Oh, right! Sorry, I'll be right there." Peter remembered why he came around to begin with. "Amadeus, I was going to call you for patrol… But if you need some time-"

"I'm okay now. Thanks." Amadeus said as he suited up. "Hey, could you not-"

"Not tell anyone you cried?"

"I was going to say not to attack Shriek without a proper plan, but…yeah, that too. Like I said, embarrassing." Amadeus said. Peter chuckled and nodded as they left to help the other Web Warriors.



"Amadeus isn't the only one who grew into the role of Peter's honorary brother. Even though he still refuses to take the title." Miles noticed. "We spend many days together, and some nights even. Especially considering I still have nightmares about one of the last Spider-Verse adventures we had."

Peter heard knocking on his window and lift up his head from the pillow. There was Miles.

"I can't sleep. Can I stay here?"

"Uh, okay… I wasn't planning any sleepovers, but I guess you can-" He was saying as he opened the window and Miles came in quickly. Aunt May and Ben opened the room's door.

"I told you someone snuck in." He said, putting his stingers away.

"Something happened, Miles?" May asked as he came down from the roof.

"Well, you guys know that Mom works all night at the hospital by weekends, right?" He explained. "It's embarrassing, but I… I had that nightmare again."

"The one where the me from your dimension…"

"Yes. It was worse this time: you were gone too. Everyone in the Spider-Verse was disappearing and I was left all alone. Last time, it was so close. I thought I overcame it, I-"

"Hey, hey." Peter soothed Miles, helping him settle his sleeping bag on the floor. "It's okay. Everyone's still here, Wolf Spider is gone, your world is protected by your dimension's Gwen."

"I know how it feels when nightmares get worse. My whole life I never had a pleasant dream, just harrowing memories of my tortured days." Ben commented. "The shocks, the hurting, the scars, every step of the way covered in pain and suffering." He went on until May signaled him to stop, seeing this made Miles uncomfortable. "Sorry. I'm not good at comforting."

"I'll say." Peter nodded, and saw Miles chuckle a bit from that icebreaker, before yawning softly.

"Did you at least send her a message?" Aunt May asked.

"Of course," he showed his phone. "She always checks her phone during breaks, so she'll see it sometime."

"Okay. You boys should get some sleep." She said, as she and Ben left to their rooms. "Sleep tight, you two."

The lights went off once more, and Peter closed the window before looking at Miles snuggling in his sleeping bag, holding something he assumed to be a teddy bear. As he took a closer look, he saw the bear wore a Spider-Man suit. As he held back a chuckle, he ruffled Miles' hair and went back to bed.

Kid Arachnid felt a lot more relaxed. He was sure now he'd have better dreams that night.

"Only by morning did I actually ask Ben what he was doing there. Turns out after his birthday party, Aunt May convinced him to live at their house, and Peter was already calling him big brother!" Miles explained. "And still, for some reason, Ben felt he didn't belong..."



"After returning to S.H.I.E.L.D. Academy, a part of me still kept repeating that I didn't deserve to be around these people." Ben admitted. "But then again, Peter's compassion is one of the greatest things I witnessed, and my first birthday, sort of, is a good example."

Ben changed clothes as soon as he got below Aunt May's house. Even though he could web-cross the city, he still liked to use the sewers to venture without calling much attention.


As he opened the door, he was greeted with the sound of excitement, and it was startling at the point his stingers almost popped out. There were the Web Warriors and Aunt May, greeting him with a cake and cheerful expressions.

"Oh… um, I really wasn't expecting this…"

"Come on, birthday boy." May pulled him into the house. "You knew it was your special day, and didn't tell us, right?"

"How did you even-"

"Believe it or not, Doc Ock let this slip during a routine check we were doing. Being the truth or not, you deserve a happy day for once." Amadeus pointed out. "Still can't believe the age though."

"No details, punk. My life was pretty messed up already before knowing what I really was. I never had reasons to celebrate anything on my life…" Ben pointed out before Peter cut him off.

"Cut the gloom, Ben. That's in the past, you deserve to be happy, especially when it's your birthday, and your first birthday party!"

"We know you don't like big crowds, so while we're having this family reunion, back at S.H.I.E.L.D. we left all the props and loud music for the students to enjoy." Miles pointed out. "This way, no one is left out."

Ben looked around; a feeling of gratitude built up in his chest, making him smile. Like he said before, he never had reasons to celebrate in his life, but now… he was surrounded by friends and family, and they all worked very hard to give him his first birthday party.

"Why don't you get the present, tiger? We'll take care of the cake." MJ asked, and Peter excitedly ran upstairs. Ben was honestly curious, but also couldn't hold back suspicion. What kind of gift could they give to a double-crosser half-human synthezoid?

His eyes were wide as he saw the gift: it was an electric guitar. An AWESOME electric guitar, with red and black details,

"You have hands that can harm, but they also protect and express. Also, you already act like you don't care about most things." Flash pointed out, jokingly. "The sort of profile a rocker would have."

"Besides, Aunt May heard you singing once when you were helping her clean. Even if you won't do it again, we both agree that you have music in your heart somehow." Peter pointed out as he gave Ben the guitar. He looked at it for a moment, then at him… and hugged Peter tightly.

"This is… the second best gift I ever got." He muttered with a smile. "I live with the first one daily. I have a family… and friends. A life where I can experience happiness. And I can only thank you for this, Peter. You're the best little brother ever." Ben's voice cracked a bit as he held back his moved tears.

"…Dude, this is a happy day. Don't make me cry." Peter also held back his own tears. Aunt May was really happy and proud of both of them. As they wiped their eyes, the other Web Warriors joined over for a selfie. Ben smiled at it for once.

"It was around the first time I got to see Ben cry." Amadeus said. "I wasn't even sure synthezoids had tears to shed. I truly do want to understand those in general, but… it's quite challenging to get info from an edgy one." He blushed, not wanting to admit he was still afraid.

"After the party, Aunt May convinced me to move in with her and Pete. I couldn't argue with her, and didn't want to. Also, Peter had already accepted me as his "big brother", even though I am younger than him." Ben looked at the birthday photos.

"Dude's like, stronger, serious and tougher Spider than Spidey! So what if he's chronologically younger being a synthezoid? He's also part human, and we agreed to put his age around one year older than me." Peter commented.

"These months were in general filled with tears, promises and interesting stuff going on." Miles recognized. "This included a veeeery awkward encounter with my counterpart from this universe."

"Okay, first of all, there are halls that lead right to hideouts we didn't know existed." Peter advised as Miles looked for his locker. Good grief: his first day in a new school and Peter was already in "overprotective mode". "S.H.I.E.L.D. has this whole thing hijacked, maybe more than any of the buildings in NYC."

"Also, there's a door on the side of the building that usually gets jammed, so if you're late for school, you can sneak in through there," Harry added, coming up on Miles' other side.

"Don't, I repeat, DON'T sneak past the snacks machine! That thing is part of bully territory!" Flash pointed out.

"Guys, guys! That's just my first day in this other Midtown!" Miles complained.

"Exactly," Peter stressed, "The first day is always the hardest."

"You know, I did go to school in my universe. I know how the system works." Miles assured as he turned at the nearest hallway. "Nothing can really be that surprising."

His spider-sense barely had a moment to go off when another figure hit into him and they both stumbled back. The books loaded in the other person's arms all tumbled onto the floor and they both dropped to pick them up.

Peter gasped loudly, Harry and Flash just looking wide-eyed.

Miles ignored them for the most part, but when he looked up, handing the kid his books, he froze and the book slipped out of his fingers. Did this Midtown install mirrors in its halls? Because either he was looking into a really well hidden mirror, or….

"Sorry about that, I should-" The other boy - an exact copy of Miles - stopped, jaw dropping.

Peter babbled some unintelligible things, trying to process the shock. Harry saw they had to act fast.

"W-we're late for your first class, let's get going!" He pushed Miles far from his counterpart, the four of them rushing to the nearest turn. Peter finally came to after the shock once they were safely away.

"Oh my gosh! I completely forgot there was already a Miles in this world! And now your mom just rolled into Midtown High to complete your studies and you might possibly be in the same class and-"

"Come on, Parker, pull yourself together!" Flash shook him for a moment, trying to stop his freak out. Miles just took the distraction to take a look from the corner of the hallway: the other Miles was heading over to somewhere else.

"Oh my gosh, I was freaking out hard!" Peter blushed and laughed. "Like, you know how I used to let a small thing slip from my watch now and then as a S.H.I.E.L.D. student? Guess I still didn't learned this lesson completely."



"That was not the end of the story. At all." Flash guaranteed, Venom eating some chips on a nearby bag. "After we finally left Miles alone for the first day, we decided to research more about the non-spider Miles. Only later did we find out he did that on his own."

Miles looked at his watch. His dad was supposed to pick him after class. Also, he was still puzzled over the strange boy that looked EXACTLY like him. Then, he heard a "psst!" nearby.

"Huh? Who's there?" He asked, a bit nervous. His father warned him so much about things that could go wrong… Picking up the pepper spray in his backpack, he walked on the noise's direction. To his surprise, Kid Arachnid stood in front of him. "Kid Arachnid? W-what are you doin-"

"Your dad might be somewhat late, so I offered to get ya home." He said. "And since we're going to be together for a while..." He removed his mask, and surprised his counterpart once more.

"I-it's you!"

"Yeah, it's me. But, shhh!" He asked, looking to the sides. He didn't felt his spider-sense ringing, but he was distracted when it did that day, so he thought it was better to be careful. "Okay, my teammates might call soon. We should get going."

Kid Arachnid swung across the city with Miles holding to him firmly, cheering out loud.

"Man, I've always wanted to do that!" They made a quick stop so Miles could check his GPS. "Okay, Spider-Miles, my home's a block away."

"Mine is here." He pointed to a window. "And there she is." Rio Morales was preparing the dinner table, and felt her phone ring. Miles looked at her in awe.

"Mom…" Miles clutch his hand to his chest, and picked up his family portrait. Kid Arachnid then showed him his cellphone: the same portrait stood there. "So while I lost Mom, Dad raised me on his own..."

"You got it. My dad died during a gang fight. He was just doing his job." "Spider-Miles" pointed out, sighing afterwards. "I had no idea there was a chance I'd meet myself. To be honest, it worries me a lot."

"What about me? How am I going to explain that to dad? Or at school, what will happen when there's two of the same person walking around?"

"Twins excuse?"

"No, few people that know me know I'm a single child." Miles sighed. "I don't know, maybe a distant relative or something?"

"I'm just glad people know me as Kid Arachnid. It solves half the problem." "Spider-Miles" added. "Say… you wanna talk to her?"

"Not yet. I need some time to process what happened… and to come up with a backup story for ya." Miles added. "That reminds me, we should keep going."

"True. We wouldn't leave our dad waiting, no matter which universe he's from." Kid Arachnid took Miles around, swinging with his webs.



"Tiger's always so worried about things going wrong, leading to him being annoyingly overprotective. Miles did well by taking matters in his own hands like this." Mary Jane pointed out, Carnage resting in her lap in a dog form. "You know who's also openly not afraid to take matters in his own hands?"

"I wouldn't say I completely let go of my past, there are still some issues that I need to work with. Guess no professional shrink can completely help with the effects of a hurtful past. But there was one moment." Ben recalled, looking at his stinger. "One particular moment these last months that really got me off guard."

Scarlet Spider never joined routine checks; since there were many villains still free in NYC, there were plenty of cells waiting. Doc Ock was there, being watched by two agents and putting up with Spider-Man's endless chatter.

"I think that's enough, punk. At least for today." He finally said, approaching Spidey.

"Really? I still had a lot of stuff to tell him."

"Weren't you supposed to be on patrol now?" Scarlet recalled and Spider-Man's eyes widened.

"Oh, yeah, with Spider-Woman and Venom! Sorry, gotta go, Ock!" Spidey rushed as quickly as he got into the room.

"…You didn't have to do that, you know." Ock finally said after a short moment of silence.

"He was getting on my nerves too." He admitted. Ock nodded, and looked at Scarlet. "What?"

"I must confess… when you were first created, I wasn't expecting this."

"You being arrested and me finding people that actually appreciate my presence?" Harsh as always, Scarlet Spider pointed out.

"You growing up." Otto's line actually surprised Ben. "I made you and the Spider-Slayers to be lethal weapons against Spider-Man, but independent of how much pain I put you through, and how many brainwashing and torturous incidents you were faced with… You did something no synthezoid was ever able to do. Something only a human could achieve… grow up."

"…Well, you did make me half-human." For this time, Scarlet didn't feel like raging towards his treacherous creator. He just sat quietly and heard what Ock was saying, the agents guarding him watching their conversation for a chance to step in.

"And you're becoming more and more human with time. I heard Connors's latest discoveries about you and your lifespan. Your human genetic is expanding more every day. You're becoming more than I ever imagined you'd be." Ben reflected on Otto's words: he was right. For a short while he was scared he'd die like all synthezoids after some months, but Connors actually calmed him down about that, all thanks to his human genetics. "You were given a name. You chose to oppose me and foil my plans, and created a new path to follow. Synthezoids are meant to replicate humans, but you became your own human." At the end of his reflection, Ock sighed. "Guess that makes a part of me… still proud of creating you."

"Now that's ironic." Ben admitted. "You kept implanting on my mind that I was a monster, but in reality, you were making me your own perfect weapon. And I failed in this, and you're proud of what I am now."

"…It is ironic, Ben Reilly." Ock looked at him as Scarlet stood up. "I might not ever leave this cage, but you're free to make your own choices. And I truly hope you won't make the same mistakes I made."

"…Whatever." Ben said, with initial coldness, but then gently tapping the cell's surface. "Thank you." As he left, he held his hand to his chest, smiling under his mask.

"Never have I heard positive words from Ock, except from when I did bad things against Spider-Man. I guess it's… It's the first time I actually felt at peace with myself, at least for a moment." Ben held his head down, sniffling a bit. "I'm sorry, I-I need a moment now."

"I never guessed what Ock told him and he never told anyone, including me." Flash admitted. "I also asked Vee not to mind connect us with his tentacles, yes, he can do this, because hey, it's his private biz."

"Scarlet really grew a lot during these months. Being half-human really opens a door to many possibilities, according to him." Peter looked at a picture of him and Ben. "He managed to try out many different things, like musical interest, animal caring… and this year, his first crush." He showed his cellphone and slid the screen to reveal photos of Ben playing guitar, petting cats in the animal shelter and finally, a picture of him and Flash.

"So, you and Scarlet are in a firm commitment?" Coulson asked.

"If by this you mean dating, TOTALLY!" Flash was stoked when commenting on this, Venom purring excitedly. "It's been around the best… hold on." He mumbled and counted in his fingers. "Four! Around the best four months once 8:00 PM arrives."

"You know when you work with someone, and this someone is really, really annoying?" Ben pointed out. "Then, after you know each other for a longer time, he's not that much of a bother, and you start finding some of his mocking tryouts actually funny, and worrying when he's not giving all he has in training or when he loses his cool after a rescue?" He sighed, tapping his fingers. "Didn't know for sure back then… but I guess that's a way to interpret this thing called ''love''.

Scarlet Spider made his way to Agent Venom's room at the Academy. Before he got in, however, Venom slipped from behind the door and growled and babbled some sounds.

"I don't understand your words, but I know you care for him." He kneeled, petting the symbiote. As he entered the room, Flash was laying down on his bed. He wasn't really asleep, but his arm covered his eyes. And they were tearing up. "I know you rather not have visitors around when you're that upset."

"Really not." He mumbled.

"I just feel I have to know… that family we rescued, and afterwards the father was raging at the girl for something she had no control over. Then-" Ben halted his talk as Flash clenched his fist and wiped his tears. "You have… any relation to them?"

"…More like that whole thing had a relation to MY family." Flash admitted, Venom nodding. "You really don't know, do you?"

"It's one thing to read the archives, but I rather hear things in person." Ben admitted.

"My family hates me." Flash recalled, as he revisited the painful memories of his childhood and teenager days. "Their only child was their punching bag."

"My dad was a cop. He was good at what he did. Around the time mom and dad had me, they had enough money to pay the bills, live a good life and pay for everything a boy could have.

Not that it helped much when dad took some bad habits. Just to get me off their backs, they'd give me money to spend or very expensive things to gloat about. I was a big idiot by thinking these things meant love.

Around my second year of high school, Mom and Dad's cash started to run low. They completely lost track of how much they spent or how bad their only son was doing in life.

Then Rhino tried going after me for the first time. He destroyed the only place we could afford to live in. I was homeless. WE were homeless. And that was the beginning of the end for us.

Mom could not take the situation, and just… left. After this, Dad started to blame me for being such an inconsequent idiot, which I got it, but then he started to blame me for-"

Flash held back his tears and choke up a sob, interrupting his speech for a moment. That was still a touchy subject to tackle.

"He blamed me for being weak, for not being perfect, for being born and ruining his marriage and for many other things. Things that I didn't even have any relation to! That was the last straw for me. Last thing I noticed, I was on top of him, threatening him with a monkey wrench."

"I ran away without any second thoughts, sure that I did something worse than just hurting him really badly. The next day, Coulson found me outside the gym, tired of crying and unable to sleep.

Luckily, or unluckily, I didn't even hit Dad; the blood on his face was because I punched his mouth; I grabbed that thing in fear. After I told Coulson everything, he actually was very supportive, offering me to live with him, and making sure that I kept going to school a while after that horrible incident. For the first time, not counting Spidey's help though, I felt someone CARED for me as a person.

"I lived with him until Venom came into my life. Then, I was redirected to S.H.I.E.L.D. and the New Warriors initiative began. It's too bad he couldn't see the S.H.I.E.L.D academy graduation. I had so much to thank him for… I wanted to be a hero thanks to Spider-Man, but Coulson made me want to be a better person."

Ben nodded in understanding, seeing Venom soothing Flash with his tendrils massaging his shoulders as tears streamed down his face.

"…and your dad?"

"He got a restraining order after Coulson became my legal guardian; also, he was fired from the police department. Serves him right."

"I guess… It still might hurt though."

"Yeah… it's that kind of thing that doesn't go away that easily." Flash rubbed the back of his head. "And its why I was so mad at that man. He can't blame his daughter for something so beyond her control. It's one thing to scold for bullying, not paying attention or other stuff, but this…"

They heard a knock on the door suddenly; Spider-Man obviously caught their talk.

"I know spying is wrong in this case, but I caught Coulson's name in between and just had to know what was going on."

"No need to worry, Spidey. I'm okay now." Agent Venom suited up again. "Thanks, Ben. I needed to get this off my chest."

"Anytime, I guess." Scarlet nodded. As they left Spidey followed them.

"Getting off your chest? What happened there? Was it related to that guy you threatened today?"

"Get lost, will ya?" Ben said as they kept on their way, and Flash chuckled a bit. He sure felt better after talking so much.

"I'm a big idiot." Flash pointed out. Venom growled at him in worry. "No, really, I am. There was Scarlet, experiencing what was clearly his first crush… and I was the guy he was crushing on all along!"

"To be fair, I tried to keep this as secretive as possible" Ben looked over at his phone again. "Only two people I decided to trust this to..."

"I was both honored and unsure that he trusted me with this secret, because I'm not really the best in keeping it down." Peter pointed out, rubbing the back of his head. "So, after a talk with me and Aunt May, he decided to confess his feelings. Things didn't go as planned..."

In an alley, Ben looked at Flash. He was surprised for a moment, but then just burst into laughter. The half-human synthezoid was stunned, confused.

"B-but I said I love you… W-why are you laughing at me?" He muttered. Tears streamed from Flash's laughing face. "W-why are you crying? W-what's going on?!" Ben was panicking inside; did he say something wrong? Was that moment not a good time?

"Man.. I am such an idiot, aren't I?" Flash at last stopped laughing so hysterically, and breathed in and out, wiping his tears.

"N-no, you're not! I-I mean, I call you this many times, b-but you're not!" Ben hesitated in answering; he felt like a bigger idiot, he never stammered like that. "I-I shouldn't have said it, that was stupid, I'm s-"

"N-no, it wasn't stupid!" Flash stopped Ben from apologizing, holding his shoulders. "Feelings aren't stupid! You are not stupid!"

"UGH, I can't process what's going on!" Ben freaked out, holding his blushing red face. "I don't know anything about this!" Flash then moved Ben's hands away gently, to properly look at his face.

"Me neither." He gave him a gentle smile. As they sat down for a moment, they took a short moment of silence to process what happened in the previous minutes.

"Sorry for laughing at that." Flash finally said. "I just… never thought it could happen. Someone… anyone actually having feelings for me."

"I never had these feelings for anyone." Ben admitted. "My whole life."

"Well… how do you feel now?"

"I'm… worried. And nervous. And happy." He reflected on this last listed emotion. "Is it always so confusing?"

"Guess it's part of being human." Flash shrugged. "But you really shouldn't be ashamed of feeling anything."

"I guess…" Ben agreed, then held Flash's hand, hesitating. "…Think I should try again."

"Don't push yourself." Flash said.

"W-why not?" Ben was caught off guard, then chuckled. "Now I feel confused." As they stood up with short laughter, they exchange calm, meaningful stares, still holding hands. "So, what's gonna happen now?"

"…We could go on a date." Flash suggested. "Doesn't have to be fancy and stuff, we could… just hang out."

"That does sound nice." Ben agreed. that sounded like a promising start for their relationship.

"He actually managed to get us a late-night movie session. It was the most quiet of all available sessions, and the room was all ours." Ben pointed out. "I have no idea how Eugene did it, but he did it for me. Oh, and he made clear only I can call him by his real name."

"These two were already the best team ever in S.H.I.E.L.D, to be compared to Cloak and Dagger in teamwork efficiency, and in the same way, the best couple!" Miles pointed out. "And even outside their workplace, they'd still hang out and help each other with different stuff..."

Ben was meddling around Flash's old stuff, especially the things that survived Rhino's invasion in the past. Sure all was rebuilt afterwards, but the scarring memories remained.

"What's that?" He picked up a red and blue suit.

"Nothing!" Flash quickly took it from his hands. "Why do I still keep this thing?"

"Is this your idea of a Spider-Man suit?"

"Scarlet Spider suit. To be fair, I didn't even know there was already a Scarlet Spider existing."

"I wouldn't be so sure of that." Ben pointed out, reflecting on how old he was as a synthezoid. Then, he stumbled over a box filled with pictures. "Oops."

Flash picked one of them: a picture day photo. Boy, did he look cocky, pointing at the camera.

"What's with the lightning bolts?" Ben pointed to his hair on the photo. "I don't recall you with these in your hair."

"I let it grow again. They didn't feel like a remark of how awesome I was anymore. Just a recall of how I used to be." He sighed. "Especially after I found out who Spidey really was. He could've taken revenge anytime he wanted, but instead he chose to help me… To help everyone. I already felt like someone different as Agent Venom, but-"

"It was another push you needed to keep improving your attitude." Ben understood. "I'm still working on mine, but I'm glad Peter is there for me. For us." Flash smiled at him and looked at the picture, touching his hair.

"…Maybe highlights would've been better?" He thought out loud. Venom heard his wish and Ben watched as the symbiote made a lightning bolt form on his side hair. Flash looked over at the mirror: he expected to be sad to see those bolts on his hair, but they were different.

"I think the symbiote wants these to be a reminder of who you are now. But it's just a hunch." Ben pointed out. Venom's small worm form nuzzled Flash's cheek in agreement.

"That's not a bad idea." Flash agreed. "Unlike that suit."

"You mind if I keep this thing? Just in case." Ben picked the "first Scarlet Spider suit" up.

"Suit yourself." Flash said, chuckling afterwards at what he just said. He didn't care much about whatever his Scarlet would do with it. It was time to make new memories with the new memento Venom just gave him.

"A few months later, Harry threw one of those big parties again. You think he'd learned after the first Venom attack..." Mary Jane said, as Carnage munched on the cookies she had.

"Patrioteer actually tracked down EVERY SINGLE PERSON from our school days! All the celebs, jocks, cheerleaders, drama club..." Amadeus counted on his fingers. "I wanted to say he was wrong by using S.H.I.E.L.D's catalogue for this, but hey, if Tony Stark left it clear, even a genius needs a break at a party."

Amadeus took a sip of punch as he watched the Osborn place crowded with people. That was one crowded school reunion.

"Wow, Harry. Hope you don't get in trouble for any damage caused." Peter told his friend.

"Eh, hello? Rich." He pointed out, snorting afterwards. That internal joke was still pretty valid. "Besides, weren't all of us hoping for a school reunion sometime?"

"Yeah, but from the S.H.I.E.L.D. alumni. We can say for sure we know everyone from there, but I don't really recall most of those faces." He said, before a girl bumped over him.

"Oh, look who's here!" A brunette pointed out. "Puny Parker! Not so puny anymore, huh?" Peter was visibly embarrassed by the remark, and because he didn't remember that girl. "Oh, sorry, MJ. Didn't mean to interrupt your date."

"Huh, guess age doesn't reach everyone." She complained, having picked up punch for both her and the boys, watching the girl chuckle as she reunited with another group. "And we're not dating." She muttered the last part.

"Not yet." Harry muttered to himself, clearly having heard her.

Ben was standing in a far away corner, uncomfortable being surrounded by all those people. One tall man approached him, clearing his throat.

"Punch is over there, you know." He replied. Two more joined him, reacting to the roast. "What are you "oooh'ing" about? Can't a guy have some peace around here?"

"You look familiar..." The long-haired man stared closely at him.

"I assure you I never seen your dumb face anywhere."

"I don't know, with glasses or something? A nerdy, puny guy?" He insisted, and Ben felt his patience ending, his wrists aching to pop his stingers out.

"Well, look who never graduated from high school." Flash approached them, his tone leaving it clear to the jocks to step back. "Hey, guys."

"Thank goodness you came. This corner was getting too crowded for me." Ben said, picking one of the punch glasses he was bringing and pulling him away from there by the hand. Flash just left them with a serious glare. "You really hung out with these jerks?"

"I can say for sure now I was in bad company." Flash admitted, watching the jocks muttering among each other. Ben looked at him with assurance, as they made their way out of the party.

"Hey, where are they going?" Harry asked. "Music's still playing."

"No one knows, and we should not bother them." Peter assured. "Oh, this is my jam!" He started headbanging and playing air guitar, Harry joining him without hesitation.

"Oh, air guitar jamming! I'm in!" Miles joined them. MJ couldn't help but to take a picture. Amadeus sneaked out from there.

"I still feel a little bad for walking out of a cool party." Flash admitted, him and Ben watching the sky from the Bow Bridge at Central Park.

"Yeah, sorry about that. Guess I'm not the party type. Especially with people that don't get a clue." The synthezoid nodded, throwing a pebble down at the lake.

"Heh. Look at me, a former jock and bully, hanging out with lots of friends, my hero's my teamie and I have the coolest boyfriend ever." The blonde looked down at his reflection. "If someone ever told me I'd get to be so lucky in the past, I never would have believed it."

"Yeah, lucky you." Ben pointed out. "I could use some of this in my life."

"I think you do. You have a lair, a cool brother, a team… and me. Right?" Flash reminded, hesitating a bit in the last part.

"Right." Ben realized how dumb the last thing he said sounded now. He WAS lucky. There was a moment of peace and quiet before they took a step closer.

Ben didn't fight back; he felt nervous, but it felt… right. There, under the starry sky, his teammate, his ally, his former enemy Flash Thompson was touching his face, their foreheads touching.

With a small smirk, Ben reached for Flash's neck and gently passed his hand to his shoulders; he felt both Flash giggling and Venom purring like a kitten.

Never he thought his own hands would do more than hurt people; now he was sharing a tender moment with someone that truly loved him.

Then, his mind blanked out for an instant: his lips were touching Flash's. He could feel his hands on his neck and Flash holding his shoulders tightly. Even if it felt like eternity when they slowly moved away, it took seconds.

Their first kiss… yes, that was definitely heaven.

"The one moment that made that night worth it." Flash dazed by remembering, Venom purring in agreement.

"Definitely the moment that made that night worth it." Ben recalled, blushing a bit and then recalling something very annoying afterwards. "Next day, I got really angry at Amadeus, because he actually took a picture of our first kiss, and sent it to everyone. EVERYONE in the Academy was cheering and clapping in excitement for Scarvenom! Though the ship name does have some appeal, this Shipper Squad thing had to stop."

"The Shipper Squad, patent pending, never rests or stop bothering the hottest couples in the Academy." Peter admitted, a bit annoyed. "At least they don't spread the truth like tabloids. Not anymore after that night."

"We got the memo from Ben: we wouldn't mess with him and Flash no more." Miles admitted. "But hey, we're two teamies without anything much in common, we had to find a hobby we could share."

"Truth be told, the Shipper Squad was something that made our friendship stronger. We actually started hanging out more and discovered lots of cool stuff about each other." Amadeus tinkered with one of his devices. "Last month I even offered him and his mom a ride."

Miles crossed the street with his mother, helping her carry the groceries. A loud landing sound called their attention as people looked over to see the Spider-Jet, all polished and glowing. The cockpit opened to reveal Iron Spider, and the crowd cheered in excitement and awe.

"The Spider-Jet is awesome, I know." Amadeus greeted as he climbed down. Miles rolled his eyes with a smile; what a show-off.

"He couldn't have picked a worse time to show that he fixed the jet after the last mission." He thought afterwards, looking at his mother. "We still have a lot of cleaning up to do back home." He then crawled his way under the crowd (the perks of being the smallest of the group), and as his Spider-sense rang, he looked down to see Miles winking at him.

"You need help there, buddy?" He quickly said, acting out as if Miles was just another civilian.

"Uh… Yeah, it's not really a mission or anything, but my mom and I are in a big hurry to get home and-"

"Can I walk you there? Or better saying, fly you there?" Amadeus nodded. "You're a fighter, getting through the crowd like this for your mom's sake. And I like that. Hop on, you two."

As Miles and Rio got on the jet, the crowd applauded and walked back for the Spider-Jet to take flight. As they reached a certain height, Miles sighed in relief.

"Sorry for that, Amadeus."

"No biggie. Shouldn't have gotten in your way to begin with. I was just so excited to show the improvements!"

"You can show those during the next mission. For now, why not join us for lunch?" Rio invited.

"Wow… Thanks, Mrs. Morales." Iron Spider smiled at her; soon they were at the Morales' apartment, the Spider-Jet in stealth mode on the building rooftop.

"I thought for a while that Amadeus really liked Mom, and it makes sense, because he lost almost all of his family." Miles looked at a picture of him and Amadeus. "With us and with the Web Warriors, he feels he has one again. I'll make sure this is never forgotten."

"I wasn't looking forward initially to be a hero, but living with the Web Warriors and my symbiote changed this perspective." Mary Jane twirled one of Carnage's small tendrils. "I still ache for a journalism opportunity though, and Carnage is actually very supportive of my choices, and my well-being."

Mary Jane's study routine was essential to her since high school, and boy, was she glad to keep it going even as Spider-Woman. She reflected once more on her reporter dreams, thinking about how after S.H.I.E.L.D. Academy she'd enter college, as she started dozing off in her dormitory bed, her eyelids exhausted from reading about media influence.

Carnage moved her books out of the way, and hummed a random melody; his host needed to rest, because tomorrow they would have a hard day of spy technique practice.

An ear-splitting sound snapped Carny out of lullaby mode. Explosions. Extra classes supervised by Scarlet Spider.

Another sound from the top bed. Snoring. Really, Gravity? Couldn't you wait till night? MJ spent the night awake with the Web Warriors in patrol, so she had a good reason to be too tired for her routine, but HIM? He should be in class with Agent Venom now!

More noise nearby: someone turned on the news on a portable radio there. Then, another radio rang with J..Jonah Jameson's nagging. Carnage was visibly angry at how much noise that dormitory had that day. For Pete's sake, MJ needed some shut eye NOW!

"Hey, everyone! Agent Venom is waiting for-" Speaking of Pete, there was Spidey entering the dormitory to call the others for class. Carny just stretched in his direction and growled at him, moving his face towards MJ's bed with a tendril. The message was clear. SILENCE, MY HOST NEEDS TO SLEEP.

"Late night missions aren't much her thing now, huh?" Peter whispered, recalling how Spider-Woman seemed unfocused as day approached. Then, he looked at the books on the floor: always a bookworm, especially about media. "She's way ahead on training due to all the extracurricular stuff she did with you anyway."

As Carnage puddled himself on Mary Jane's arms like a fluffy pillow, Peter turned on the sound-proof shield nearby their beds. It was a new feature they wanted to try anyway.

As he left with the rest of the students, Carnage growled of satisfaction and MJ flinched a bit before waking up slowly.

"Carny? W-wha- I was sleeping. What happened?" No comments were needed, just a loud sigh from the symbiote.

Peter passed by Flash in the hallway; he was just sitting around, scratching Venom all over his blobby form. The symbiote growled happily and noisily. He remembered they did this since the student days; rather goofy, but undeniably adorable.

"He still likes that, huh?" He finally said, chuckling.

"How couldn't I keep doing that? Be honest: this face. Who wouldn't want to tickle this face?!" He moved the symbiote towards Peter's face. Boy, he still felt a bit nervous about him, but he couldn't really say it out loud to its host.

"If you say so…" He muttered, getting a raspberry from Venom.

"It makes him happy, makes me happy, why not do it at once?" Flash said, as Venom moved his hand back, begging for more. "Alright, buddy, you asked for it!" That tickle session proceeded, and Venom was seemingly laughing between growls. Flash didn't hold back his laughter as well. "How's that one for size, huh?"

"Their relationship is very sweet; the sort of one that is made of both commitment, respect and kindness." Peter admitted. "And I'm talking of both Flash and Venom, and MJ and Carnage. Made me think lots of times about past incidents with symbiotes..."

"I have to admit, I didn't really hold a grudge against Peter for his past attitude towards Venom, that first version WAS messed up." Flash admitted, feeding his symbiote some chips. "But we all know that he will go to every possible length to make things right…"

Venom was scribbling down at some paper sheets. He really wanted to write legible things, and used all his tendrils to achieve this goal. Flash came out of the shower to see all the writing tryouts on the floor.

"And I thought my room in my old house was a mess." He said, as he put on his clean clothes, his towel hanging near his bed. "What's with all the scribbling?"

The black blobby mass didn't answer, but its droopy wormy face looked down at the writing. Outside, Mary Jane photographed Carnage doing some impressions. Peter passed by with a curious stare, and the symbiote pounced at him in dog form. MJ laughed hard as Carnage licked his face non-stop, and even Peter couldn't hold back his laughter.

Flash then looked at the drawings he picked up: all of them had Carny being amazing and doing all sorts of great tricks. Maybe Venom felt both left out and outdated compared to his "younger sibling"…

Venom's satisfied growl called his attention and he pounced at Flash's arms, pointing out with his tendrils to outside, while carrying a paper sheet. As they walked out of the room to meet Peter and MJ, Venom looked at Peter and showed him the paper: "What do you really think of me?"

"Whoa…" It was all Peter could say before there was a moment of silence. Venom looked over to Carnage and MJ looked at both symbiotes. As Peter placed Dog Carnage down on the floor, he took a deep breath and smiled at Venom.

"First of all, that is very impressive. I knew Carnage could talk, but your writing is good." He started.

"True. Carnage's calligraphy isn't the greatest." MJ agreed, and Carnage tapped one of Vee's tendrils.

"Second, I guess I do owe you an explanation." Peter sheepishly admitted. "MJ and I have been working on symbiote interaction lately. We wanted to ask Flash to join us, but both you and him were busy with training and classes."

"Pete, really…" Flash stared at him.

"Okay, I was getting there." Peter asked him to wait. "This interaction thing is also important to me, because… I want to stop being so rude about you guys. Both you and Carnage formed great, healthy bonds with your hosts, while all I did was treat you like parasites when I first noticed. My bad experiences can't be an excuse for this behavior anymore; I want to move forward, like you did." Venom looked up to Peter, his wormy face no longer that droopy. "You were made from my DNA to be dangerous fiends, but you found perfect hosts and became awesome heroes. You're not parasites… you're our friends."

Flash couldn't hold back a tear; this was more than a good sign for Venom, it was a sincere apology from Spider-Man. Venom's eyes got fried-egg shaped, like a tearing up chibi.

"So what do I think about you? I think you're really lucky to have found a host that loves you, and I'm happy that we're all friends." Peter concluded, with Mary Jane smiling at Carnage. Venom pounced at Peter, purring and growling loudly, which for Flash sounded like happy crying.

"Okay, that's… the nicest thing you guys ever did. But you really should've asked us to join. We're never busy for friends." Flash pointed out, picking up Venom and gently hugging him as he formed his suit.

"In this case, next saturday we're going to the park for next symbiote interaction training." MJ invited properly, while Carnage assembled her Spider-Woman suit.

"We'll be there. Right, buddy?" Flash looked at Venom's wormy face and he nodded with a happy smile.

"Couldn't be more proud of him for taking this step." MJ nodded. "It'd be better for everyone: for tiger, for us hosts and our symbiotes, and also for the academy. He really grew into a great leader and hero." She blushed a bit after the last quote.

"It appears you all have progressed admirably, and I am satisfied to hear such great stories." Coulson admitted. "But what do you expect from your future now?"

"No expectations, really. Only to keep living my best life and hoping for the best for all of us." Peter pointed out. "I mean, surely there will be lots of challenges out there, and a hero's duty is never truly finished, but it's best to go ahead and face what's coming than pretend it doesn't exist or affects us. And the best part of all this? You feel stronger with every step you take."

Along with these musings, Peter made his way outside, meeting with his team for another patrol. He also reflected on all the missions accomplished: the defeat of the Green Goblin, the training with his first team, friends, enemies, secrets revealed and grand adventures he lived.

"Uncle Ben's motto still lives in my daily life, and I am still proud to honor him as Spider-Man. And seeing all the people I inspired, and all the friends I made, I can be positive the future will be great."

As Spidey and the others swung away from S.H.I.E.L.D. Academy, Coulson observed them leaving. His talk with the Web Warriors was over and he felt happy to have caught up with Spidey after so long.