During a somewhat peaceful afternoon at New York, an excited boy ran across the streets, his recently cut long hair tied back in a ponytail.

"Wow! Look at that! And that!" He exclaimed, looking at the children playing at the sidewalks and a dog dragging its owner as it ran. "It's so awesome!"

"Kaine, wait for us!" Aunt May called him, Peter, Ben and Flash along with her. "The city's all around you, you don't need to run!"

" -time freeze- Yeah, this happy guy here is Kaine. Not the creepy distorted Kaine from the time we met the Spider-Slayers, but one that Morbius and Zola made after taking over Ock's project." Peter explained. "It's been only a few days since we destroyed their operation on Pollepel, but Scarlet chose to save him. He's acting like a big brother to him, showing him all the things to do in New York, but just between you and me, seeing him so positive is a bit… unusual. -time unfreeze- "

"Aunt May's right, kid. We have the whole day to enjoy all of this together." Ben had the biggest smile, as he ruffled Kaine's ponytailed hair and looked at the others.

"- time freeze - See what I mean? That's so… NOT Ben. - time unfreeze -"

"What's that?" Kaine pointed at a direction.

"That's a hot dog cart." Flash explained. Soon, Kaine was having a hot dog, eating it with a big smile.

"Awesome!" He exclaimed. "And that?" He pointed at another direction.

"Ice cream cart." Ben explained; like previously, Kaine was soon enjoying some chocolate ice cream, though he quickly gripped his head.

"And that's brain freeze." Aunt May sighed with a smile, while Ben and Flash laughed softly.

'Awesome..." Kaine repeated, still shivering.

"He really like this word now." Amadeus said, taking K.E.R.B.E.R.O.S. for a walk, holding a dog leash.

"Of course you're taking it for a walk." Peter muttered.

"You're just jealous because I can at least keep a pet."

"Does it count when you literally MADE your pet?"

"Virtual pets?"

"I give in." Peter sighed, before his Spider-Sense rang; a plummeting attack almost caught him. Grizzly was out to cause trouble again, and the Web Warriors were forced to the next alley to a quick change of clothes.

Just as the man in bear armour grabbed a nearby vehicle and frightened a bunch of civilians, Agent Venom surprised him with a missile and the Web Warriors showed up. Aunt May guided Kaine to safety, joining the crowd cheering nearby.

"Yo, Grizz! Try respecting the parking privileges, you don't own the streets!"

"I will soon enough, goop boy!" He gloated, showing him an Oscorp mutagenic animal DNA container.

"Wait, how did you-" Spider-Man recognized it immediately, and knew what was going to happen. As Grizzly injected the liquid in his arm, he quickly transformed into a mutate grizzly bear, breaking the armour he wore and roaring savagely.

"Uh, anyone getting déjà vu or is it just me?" Venom stepped back joining the team.

"Different animal, but I know what's coming..." Spidey hesitated.


The SyntheSpider Saga - Part 2


The mutated Grizzly rampaged across the streets, destroying not just cars, but the pavement of the sidewalks and the walls.

"Really, how did he get that vial? I thought all of Ock's mutagenic DNA was gone after the OsCorp building was destroyed!" Iron Spider also wanted to understand how that was possible, as the Web Warriors chased their foe.

"And the good doctor is still arrested under 24/7 vigilance, so it can't be him!" Spider-Man recalled.

"It has to be Zola or Morbius!" Scarlet suggested. "Those two took over his research, remember?"

"And he did use well the time everyone thought he was gone training with Dracula. Maybe he hypnotized someone in the maintenance group to get things for H.Y.D.R.A.?" Kid Arachnid theorized. "It wouldn't explain Grizzly's involvement in this though-"

"This is all just speculation. I vote to stop this bear and then find his reasons!" Agent Venom decided.

"We got to get him cornered and use the electric webs to stun him!" Iron Spider looked around. With a whistle, Kirby ran after them, jumping over the Web Warriors and headbutting Grizzly in the back. As the robot coyote attracted the mutate to a nearby alley, Aunt May approached the scene with Kaine.

"I know Peter wouldn't approve me so close to danger, but I can't truly help it. I'm his aunt." She muttered with herself. Kaine meanwhile looked scared and felt his head hurt. As she looked back at him, noticing his groans and his silhouette growing.

"Nice job, Kirby! Now's our chance!" Spider-Man complimented, as the robot coyote returned to Iron Spider's side after dodging Grizzly's attack in the alley. The crowd's panic then called their attention away. "What the-"

"Another mutate?" Kid Arachnid asked.

"No. And please, it better not be what I'm thinking." Scarlet stated, grabbing Venom by the arm and running to the chaos' direction.

"Dude, don't leave us here!" Spider-Man scolded. Iron Spider started shooting the electric webs in Grizzly's direction. As Kid joined him on this action, Kirby called Spider-Man's attention back on the job with a fast nudge.

Scarlet's prediction was right: Kaine had just turned into the SyntheSpider again and was rampaging as hard as Grizzly. Aunt May followed Agent Venom to safety while Scarlet rushed to immobilize his brother.

"Kaine, calm down! We got that bear cornered, you don't have to be scared!"

The SyntheSpider then reached for its back and Scarlet noticed the discomfort in his stare; climbing up his brother's monstrous form, he pulled out his stinger at last.

"This should do well until S.H.I.E.L.D. arrives." Spidey said, as he helped the rest of the Web Warriors carry the unconscious mutate Grizzly out of the alley. "Now, we should really go after-" There was when he noticed the SyntheSpider returning to normal and a tired Kaine breathing in and out on Scarlet's chest.

"Okay, now I'm sure he looked older back then." Kid Arachnid pointed out: Kaine did look a bit older, in a teenager form with his previously groomed, tied back hair all messy again and the clothes he was wearing with rips as bigger as his previous suit.

"He couldn't have just freaked out because of Grizzly, he saw us battle before." Iron Spider recalled, and Kirby pointed out as a pointer dog the destroyed tracker on Scarlet's stinger.

"Someone planted this on him and caused him just the right amount of pain to make him turn." He explained, then looked at Aunt May. "When you were back there with that crowd, did you met anyone unusual?"

"No, but I guess someone stumbled over the both of us." She recalled.

"And I have a hunch who was it. Or at least who it was working for."


Meanwhile at a H.Y.D.R.A. Laboratory, Morbius analyzed the compositions of the mutagenic stolen from OsCorp. A new trio of Slayers stayed by his side, bringing the vials he needed. The called strange person entered the room and bowed to Arnim Zola's face: it was a synthezoid.

"Our distraction worked. But that is not a surprise. The mutate shall keep them occupied for a while… as much as our little failure."

"I would say it's impressive, but I'm used to your technologic supremacy."

"You think you insult me, but that, doctor, is but a compliment." Zola proclaimed. "Even if they do remove the tracker our spy planted on him, it made contact with him already. All it takes is the right push in the wrong direction." The Swiss computer program showed him a screen, showing a signal.

"Whatever." Morbius said as he licked a new vial, then noticing it very slippery; the Bone-Spider synthezoid's hand was melting and so was him. "Be careful, you mindless fool! These vials were not recovered just for you to ruin them!" Zola ignored him and watched the tracking signal.


In the Triskelion med bay, Kaine was laying down to be analyzed, Aunt May watching everything with the team. The mutated Grizzly was stuck in a reinforced pod, trying to slam his way out of there, being watched by S.H.I.E.L.D. guards.

"I can't believe I missed this whole thing." Mary Jane was also there, visibly upset she wasn't called to help.

"You had a full schedule today, to be fair." Miles added, trying to comfort her.

"It pains me that these mutations are still possible and that awful research still exists after the building collapsed." Norman Osborn was talking with the team via holographic message. "We also should have considered that Morbius was still alive and would get hold of them somehow."

"He surprised us all in this last statement." Spider-Man agreed. "So he used the animal DNA vials as well to try improving the army of SyntheSpiders Zola and him are created… and Kaine was the first one of those "lucky ones"."

"You mean there's something WRONG with me?!" Kaine freaked out.

"NOT wrong! You just… need the help you can get here." Ben tried calming him down.

"Ben, it's no use." Curt sighed, tapping his shoulder. "I have to tell him." He showed them the exams' results. "Kaine's metabolism is defective. The unstable mixture of the spider DNA vial acts like a strength enhancer everytime Kaine morphs into the SyntheSpider, but afterwards his body has to create more cells. This combination keeps his immunity, but causes him to age more and more every time he returns to normal."

"You mean next time he changes he'll be-" Peter didn't like the sound of that.

"Adult, then growing older and older until unavoidable melting." Cho sighed.

"No, no! This can't happen! Please tell me you have a way to fix this!" Ben was worried about his brother's condition.

"We'll do our best, but the most important now is keep Kaine out of any situations revolving danger, even partially. Triggering the SyntheSpider will only accelerate things." Connors decided. Peter and Ben looked at each other, and Norman Osborn observed everything.


"Okay, I get the part I have to help May "babysit" him while you try coming up with a cure..." Miles was talking with Amadeus in his radio comm, having taken Aunt May and Kaine to Conservatory Garden by Ben's orders. "I just don't get it how those SyntheSpiders back on Pollepel were immune to Spider-Sense!"

"You're still pondering about this?!" Cho was surprised, but not that much. "Well, to be fair, I was as well, but then I settled with Curt to theorize…"

"Miles, look!" Kaine called his attention. "So many flowers!"

"Yeah, this place has a lot. Just don't pick up any."

"But I want to pick one for Aunt May."

"Okay, guess we'll talk about it later." Cho realized Miles would be busy for a while.

"Don't worry, pal… just take in the calm atmosphere. Also, I promise we'll go to a flower shop and pick something really pretty." He assured, after turning off the comm.

"Yes, something we could replant in our garden back home. It might be just as beautiful as the flowers here." May joined into the idea, pointing at one particular blooming garden… that was soon trampled by a man in a kangaroo suit. "What the-"

"Alright, ma'am, give me yah money 'n this pretchoo necklace of yours!" He grabbed Aunt May by the wrist, to which she replied with a quick twist and a punch in the helmet.

"Wow!" Kaine was seeing everything, as Aunt May held her hand. "Awesome, Aunt May."

"Still need some practice though."

"Fine, guess we'll do it the bloody 'ahrd way!" Kangaroo threatened, picking up a vial from his pocket, but getting it taken away by Kid Arachnid's webs before he could even drink or inject the content.

"I take you and Grizzly are on this mutation game together, huh?"

"Ya spidah brat! I'm gonnah stomp ya liyyke the bloody bug ya ahre!" He pounced against him while Aunt May and Kaine stepped back. The boy however then felt a familiar discomfort and held the back of his neck.

"Sorry, jumping mate, but this is not to be used by anyone!" Kid Arachnid determined, webbing the vial up in a tree and dodging the crushing jumps of the Kangaroo. "And if you didn't heard, this is a place for quietude!"

Something then gripped Kangaroo's armor tail: a pair of hands with amazingly strong claws. It was Kaine, whose eyes were turning red, for Kid Arachnid and Aunt May's shock. The boy soon was spinning the criminal around, launching him against the fountain statue.

"Kaine, stop!" She called out to him, seeing him starting to grow in shape.

"Agh! Wat the bloody heck ah ya?!" Kangaroo was freaking out hard as he kept clawing his armor.

"He's my brother, punk!" Scarlet Spider's firm voice was heard as he took hold of the boy in his arms. He then gave Miles a serious glare; to that, Aunt May showed worrying.

"Why, isn't this just melodic?" Morbius snickered, observing them stepping away on his hideout. "All unraveling according to plan..."


"Okay, Norman's cure was altered enough to heal Grizzly's mutated state. The question is if that might work with Kaine…" Connors observed the results of their research as Grizzly recover consciousness in the cage, back to his human form. Kangaroo was also held back by S.H.I.E.L.D. agents.

"Good timing too, Scarlet's giving Miles one heck of a scolding."

"You just couldn't keep him from getting into trouble, could you?" Scarlet scolded Kid Arachnid, while Kaine was deep breathing, calming down with Connors' support on the med bay.

"It's not my fault, I swear! He just started to flinch in pain after I disarmed Kangaroo and then-"

"Haven't you heard Connors? Turning will kill him!"

"What about that person he almost killed himself?!" Peter called his attention. "So what he it was a criminal?! His powers aren't just unstable, they're dangerous!"

"He didn't meant to, he's just a kid!" Scarlet defended him. "Another reason why we can't just let him roam unsupervised, and Miles clearly wasn't fit for this!"

"He didn't trigger that, he said it so!"

"I'm not saying he triggered that! I'm saying he should've paid more attention!' Peter and Ben's argument was starting to boil very hard, Miles gulping and stepping back to run back to the med bay. "Kaine can't be exposed like that before we find a way to cure him!"

"And how are YOU sure we can do it?! We might be walking to a dead end and risking the Academy and New York while waiting for the unavoidable to happen!"

"...unavoidable?!" Scarlet clenched his fists. "You're letting him die?!"

"That is not what I said!"

"Well, it sounds exactly like that! I am NOT giving up on him!"

"You just think you have EVERYTHING under control, don't you?!" Peter's face was red with anger. "You think you're the one who has to solve everything and leave the others' opinions out of it!"

"What?! I- wha- You don't know a thing about how this situation is important to me!"

"You are an angry clone of me, with stubborn level up to 11, who refuses to listen to the reasoning that his brother can pull out a Hulk and destroy the Academy! What is there to GET?!"

"Well, I didn't ASKED for your opinion!"

"AND I DIDN'T ASKED TO BE CLONED!"

It was enough; Peter and Ben charged against each other with angry stares, and as they reached out for punching… both their faces were hit, Scarlet's stinger hitting Peter's face along with it, and them stepping back. Peter groaned, holding his face, and the rip in his mask visible. Visible enough for Scarlet to realize what just happened and gasp, covering his mouth.

"STOP! Both of you, stop!" Aunt May ran towards them, getting in the middle. "You're brothers! You shouldn't fight this way with each other!"

Peter, still gripping his face, looked over to both of them; Ben looked down at his retracted stinger and after frowning and shivering, turned around and ran away.

"Ben!" May called to him; Peter also made his way out, thwipping a web to the nearest window on the hall. "Peter!" Aunt May kept looking to each direction they took, not knowing who to follow, or what to do.


"They did WHAT?!" Mary Jane was shocked to hear what just happened.

"I couldn't stop them in time..." Aunt May was worried sick. "I had no idea they were so mad at each other… I should've known."

"Oh, no… they fought. And it's all my fault..." Kaine feared.

"No, it's not. T-They were already, kind of, on a fight." Miles tried calming him down. "Really, I could just feel the tension."

"I never actually asked what was happening. I just... thought they would sort things out, because they're so close now."

"It's not your fault, Aunt May." Flash said.

"Isn't it though?" She sighed.

Peter was sitting in the Triskelion's rooftop, his mask by his side with the visible rip Scarlet gave it. Spider-Woman climbed up to meet him there.

"Hey..." No answer from him. "Tiger, just… just let me-" As he sniffled, he looked towards her: his face had now a scar like Ben's, but pointing to the left. This gave Mary Jane an idea of how things went.

At the training room, Scarlet just punched and ripped apart a L.M.D., growling out loud, venting out his frustration and anger. Agent Venom just walked in, watching him do it until his angry growling was replaced by shivering breathing and silent sobbing. With this, Flash unmasked and knelt close to Ben, tapping his shoulder lightly and offering his own shoulder for him to lie on.

"I did it again, Eugene. I hurt him." Ben finally said, removing his mask.


"I didn't meant to! I-I was so angry and he wasn't listening to me like always!" Peter poured his heart out. "Just why he feels he needs to do so much!?"


"Don't you get it? It's never enough! It never will be enough..." Ben picked up the head of the L.M.D. he destroyed. "After everything he still believed in me, and I thought I could repay this kindness by being… kind with someone else."


"I wasn't bothered with him being nice to Kaine, that was great, really!" Spidey looked at his ripped mask. "I just… felt so useless. I know it's gonna sound selfish, but..."


"I just thought: 'What would HE do?' And I went on with this mindset, sure this would be the best for Kaine, and that Peter would be proud..."


"I should be proud of him for being so mature and taking things on his own hands, but I… Wasn't." Peter sighed. "What is wrong with me?"


"I ruined everything again. As I always do." Ben laid down in the wall.

"Okay, I know Peter for a long time. As far as I know, he's always been the kind that puts others before himself." Flash said.


"That is one of your best qualities, tiger, but I guess you started to depend on this like a role you need to take." MJ theorized. "As both Peter Parker and Spider-Man."


"He never steps down when he notices someone needs help, even if this person won't admit it. Maybe he should've stepped down when you said you were doing fine, but… you really weren't, were you?"


"I don't know Scarlet so well, but the way he kept supporting Kaine reminded me of you." MJ mused.

"Aunt May did said we're alike long before this mess..." Peter sighed.


"But it wasn't her fault!" Ben barged in. "She didn't meant to insult us-"

"You think that's an insult?" Flash asked at once.


"Well, uh-" This was a wakeup call for both Peter and Ben.


"You didn't thought it through, did you?" MJ concluded. "When she said it?"

"No..." Peter confessed. "I was angry at Ben at that moment and didn't really considered the other way around."


"I'm sure this wasn't an insult. She'd never do this." Ben concluded.

"And you'd never hurt him on purpose, would you?" Flash stood up and extended his hand to him.


"If Ben is truly anything like you, I'm sure he wouldn't, and more than sure he's feeling just as sad." MJ and Peter were standing up. "He might not be exactly like you..."


"But he is still your brother." Agent Venom put his mask on again. "And it's not this petty fight or a scar in his face that's gonna ruin this, right?"


"I'm more than sure we can find a way to fix this, but I know you're the only ones who can fix THIS." MJ placed her hand on Spidey's chest.


"...You're right." Spidey and Scarlet agreed. The alarms then rang across the halls, calling both sides' attention.


Ben and Flash made their way back to the med bay, being shocked by the visible destruction left across the hallways: marks of battle and claws, and the alert button was pressed by one of Miles' webs, Kid Arachnid, Iron Spider and Dr. Connors trapped in lots of webbings.

"What the- What happened here, Connors?! Where's Kaine?!" Scarlet asked as he freed them all and Venom helped them down.

"Kaine did this to us… but I don't think it was to hurt. He knew he was turning so he ran away." Curt explained.

"We failed again to codify a cure to his metabolism and started interrogating Grizzly and Kangaroo on their relation to what's going on now. And I might have said something about this being impossible..." Cho said, before being punched in the arm by Kid Arachnid.

"MIGHT?! It was exactly what you said!" Miles exclaimed. "And after they said Morbius was paying them to distract us and were offered a place in a new Sinister Six, Kaine got all worried and panicking, and he just… started to growl and grow."

"Oh, no, no, no." Scarlet mumbled, Agent Venom tapping his shoulder.

"Okay, he couldn't have got too far, right? There's not much shadows in here, so he can't hide like in the island." He tired soothing his boyfriend and think of a plan to find their missing comrade.

"Guys! The SyntheSpider, he's-" Spider-Man called in the transmitter, before being seemingly pushed against a wall. "The hangar, quick!"

"Keep an eye on them!" Connors asked the guards who were standing up again. Kangaroo and Grizzly were visibly shaken. "It's not like they want to get out anyway."

Mary Jane was already helping Peter up when they arrived, and there was a giant hole on the nearest wall.

"We were going to meet you guys, but then we found Kaine turning and followed him here!" She explained. "He looked in pain. Unbearable pain."

"No, no! He's out there now! What if we really can't save him?!" Scarlet was now vocally showing his freak out.

"We can! And we will!" Agent Venom held his arm with this firm statement, then slid his hand down to Ben's hand. "I promise." Spider-Man wanted to join in, but hesitated for the obvious reason.

"So do I. We're bringing him home." Aunt May tapped Ben's shoulder.

"Aunt May, it's dangerous, you've seen it-" Spider-Man stated.

"No. Not this time." Aunt May decided. "Kaine is part of my family too. I will not just stay put while an innocent child is suffering so hard, and even if those two monsters are out there, I am going."

"... I was kinda hoping you'd say that someday." Amadeus admitted. "Connors?" He looked over to him, and he sighed with a smile, pressing a button. A secret locker opened in the wall, showing up a backpack armour, like Iron Spider's, but colored blue and gray. "We were saving this for Mary Jane, in case she loses Carnage for some reason."

"No comments." Spider-Woman stated, feeling a bit offended; Aunt May picked up the backpack and it started to form her suit. She was soon wearing some form of Spider-Armour, a bit similar with Peter's own suit, yet different in colors, painted grayish blue.

"Oh, my… This is amazing, Amadeus! And so comfortable." She said, admiring her new look.

"Fitting since you are an honorary Web Warrior yourself. Powers or not, you've always been there for everyone." Cho pointed out. "It should give you not only protection, but also enhance your reflexes, plus digital Spider-Sense."

"And that's not all I helped Cho prepare." Connors stated, pressing another button and shedding some light into the newly-built 3 Spider-Cycles. "Since his free time is so scarce now, I took hold of some previous projects of his."

"Oh my gosh, that's uber-cool!" Agent Venom's eyes were as huge as his smile; however, as he turned to see the worried Scarlet being comforted by Kid Arachnid, he looked over to MJ and Aunt May. "So, um, Spider-Woman, you should go with Kid, Spidey and Spider Ma'am to look on the streets with these babies."

"Spider Ma'am?" May asked him.

"Bad name?"

"No, really. It's good."

"Then, let's get moving." Spider-Man decided. Even with the hole, the hangar opened up for the teams to leave: Spider-Woman and Spider-Man drove the Spider-Cycles, Kid Arachnid and Spider-Ma'am riding with them while scarlet, Venom and Iron Spider took to the skies with the Spider-Jet. "We're gonna find Kaine and take him home, for no spider gets left behind, ever."

To be continued...