- - -

Peter ran up and away from the surging horde of drones. The wall curved into the ceiling but running upside down didn't hinder him at all. The sparse viral matting did little to slow him down, but it wasn't helping either.

The drones clambered up the sheer stone and each other. He noted in passing that once a drone got a stable grip on the rough material, it would stay in place and the next drones would simply clamber over it to get higher and gain its own purchase on the wall, building a lattice-work of bodies to climb over and reach him.

His talons dug into the stone ceiling as he turned to look at his approaching attackers. They had slowed at the ceiling. He was shifting his mass away, reducing the weight he needed to support to something trivial. They clearly didn't have that advantage. He could see the clumped together bodies occasionally losing their grips. The latticework of drones would sag in places where an individual drone might have lost its hold, but with the overlapping of limbs, any time he could see it happen they would get caught and a new drone would scramble to take up the open space.

The coordination the walker drones were showing put to shame anything the normal walkers had ever managed.

Like they were built for this, He thought to himself.

They were still too far for whatever disruption he could put out to affect them, but there really wasn't any reason to let them get that close. His arm blurred, shifting to its whip blade form and he allowed it to extend as he turned at the waist.

The red veins along its length flared and the weighted blade-end of it grew heavier than should have been possible. The blades along the vertebra-like bone along its length cut into and caught the drones in their dozens, but the keen cutting edges were barely necessary when the entire cable was enough to sweep them clear of the closest edge of the ceiling to him.

They fell, crushing other drones beneath them as they hit the floor. He'd swept at least a good seventy three of them clear. Not even counting the twenty five who had been maimed or cut apart by the vertbra-blades. Almost a hundred drones down, but that did nothing to stop them from surging closer.

He felt the air shift around him and ducked his head back suddenly.

It was just in time to avoid having something flash by, narrowly avoiding having it strike him in the face.

Quivering between his feet was what seemed like the business end of a morning-star as interpreted by Hydra. A ball of bone-spikes at the end of a trailing cable of flesh. He looked up from his perspective, downwards to the floor and found himself staring at something that was both familiar and not.

Peter took a gliding half-step back as the muscles at the base of the blade tensed and the cable shortened, pulling its source up to the ceiling faster than the eye could track.

He took another step back, away from the basket-ball sized lump of flesh with its uneven bone-spikes protruding from the angry red flesh. It was embedded in the ceiling, multiple blades having punched through the stone and holding it in place. He raised his contracted whip-blade arm and something clashed against his blades, throwing up crimson sparks.

He winced as he felt a white-hot line of pain raked against his arm. There was a moment of disorientation as the glowing red from the sliced vein in his arm exploded out in a small cloud before his body began to repair itself.

Peter took two more gliding backwards steps, his talons digging deeply into the ceiling, to buy himself a moment to look at the new arrival.

It had its feet planted firmly on the ceiling, clinging to it with talons as it drew its blade free of the stone. It's left arm looked almost exactly like Peter's whip-blade arm, only sleeker. It lacked the vertebra-like bone structures and smaller blades that Peter's had, but it ended in an immense bludgeon-like growth that had jagged bone-bladed spikes protruding from it. The other arm and both legs, seemed almost normal, but were a bloody crimson color, with muscles standing in stark contrast to the taut, almost too-shiny skin. It's fingers and toes were tipped in foot-long bone claws and talons, the stark-white stood out sharply against the bright red flesh.

Where the limbs were whip-cord lean, muscled like a runner or a swimmer, the torso was broad and squat and hugely bulked with muscle. At the shoulders and hips, the bright, shiny red of the skin seemed awkwardly patched or stitched to coarse gray skin. It looked like the Rhino's armored hide covering most of the body, with the material spreading up into a hood that was pulled up over the new being's head, making it look like it was wearing a gray, sleeveless hoodie over red tights.

It was the glimpse Peter had caught of what was visible of the thing's face that had confused him the most. The hood was pulled low over it's eyes, which were glowing red. What he could see of the line of the jaw and it's lips and nose however... were clearly his. This thing seemed to have his face for the most part.

Whatever else he might have thought was lost as it surged forward, its taloned feet clinging to the ceiling in an awkward imitation of Peter's own grip. It alternated furious slashes with it's clawed arm with flailing blows with its morning-star tipped whip arm. Peter found himself smashing his bladed whip-arm against the morning-star, forcing it back awkwardly, but he could feel the heat and weight shifting in that arm as it came in contact with the infected's flail. It had similar mass-shifting abilities to his. Maybe lacking in experience, but certainly not in enthusiasm.

Peter shifted his whip arm as he continued his retreat from the strange patchwork infected's attacks. Behind it, he could see the drones continuing to make their slower way across the ceiling. Unless he finished this quickly, he was going to be hemmed in once more.

The morning-star arm came around in another tight arc, but this time Peter was ready for it.

His whip-blade had blurred into a mass of tendrils for a fraction of a second before the blow struck. Instead of deflecting the blow, this time he met it head on. His arm had assumed its shield form. This time, the bludgeon of flesh and bone-blades struck and was stuck in the hardened pseudo-plastic.

Peter was jarred by the blow, but he was braced for it. His talons digging deep into the stone. He had a brief moment of thankfulness that there weren't any nerve endings in the shield itself. He could already see his opponent shifting his shoulder, desperately trying to pull the end of its arm from Peter's shield, but there wouldn't be an opportunity.

His other hand had blurred into claws. He twisted at the waist, drawing back his shield arm, forcing the infected off-balance from its already precarious perch. He had a moment to see its talons lose their grip for just a moment while the cable of flesh was taut. He swung his free hand up from his waist, claws flashing and easily parting the bright red meat of it's arm easily.

No bone to cut, Cletus murmured gleefully.

A cloud of crimson exploded out of the severed end. Pym particles saturating the air with hydra scent. A familiar scent. His own.

It regained its grip at the last moment, howling in agony with a frightfully familiar voice. Peter watched as the severed end of its flail-arm twitched and writhed wildly, slapping uncontrollably not only into the ceiling all around them, but once or twice smashing into the approaching drones, sending them to the floor. The crimson smoke left a contrail wherever the stump passed.

Peter, bent down, intending to surge forward and finish the cheap knock-off, because he was now certain that's what it was. A weird mish-mash of his strain... and of himself. His shield arm had blurred into a mass of tendrils which were now devouring the entrapped morning-star knot. It fell apart easily, absorbed into his own body. Too easily. The familiarity and eagerness with which the flesh was consumed told him more.

You were doing a lot of bleeding near Jessica when you fought down here before, Connors reminded him. She must've found a use for it.

He felt a shift in the air once more just as he would have leapt. His instinct to dodge to one side saved him from being run through as a morning-star of flesh slammed into the ceiling once more from the floor.

Peter stared at the one he'd been fighting, it had gotten its flailing under control and he saw that the cut end of its whip arm was already healing, regenerating a new knot of flesh that was beginning to show the tips of bone spikes piercing out of the fresh, taut, shiny red skin.

Below, or above, was a second of these new infected- Parker strain?- was drawing itself up to the ceiling by its own cable of flesh. The two were almost entirely identical, right down to the facial features, but the newer one was still drip-drying with the bilious yellow slime of freshly manufactured infected.

Peter's eyes roamed the crowded floor below and he saw the injured and dead drones eagerly being disposed of by their living counterparts. They were shoving those drones into the mobile Hive's open mouth in the side window. The spade-like hands could barely keep up as body after body was shoved in, the cavernous maw making little choking noises as more and more drones were shoved in.

The gigantic moon-face in the rear door opened it's mouth and once more unzipped its lower jaw all the way down it's tremendous bulging belly and spat out a third Parker Strain infected.

Spiders. May as well call them Spiders, Cain murmured.

Scarlet Spiders, Cletus scoffed. We're the real Spidery deal.

The third got to its feet shakily, soaked in the bile-yellow slime that was rapidly dripping off of it.

It and the other two Spiders were grinning now. Peter could smell shifts in the scents in the air. Coordination. It was bad enough fighting one that had abilities similar to his. But now there were more and they were coordinating as well.

The Mobile Hive down there's pumping out one every three minutes or so, Connors pointed out.

Drone conversion, Peter thought furiously to himself. Even if it takes ten drones to make a single Spider-strain... he allowed his gaze to sweep over the mass of drones. Hundreds down there, easily.

His thoughts were interrupted as Jessica's immense red-misted head, which had been silent up until that point spoke up. "Do you like them?" She asked cheerfully. "You were so interesting that I tried to make more friends like you, but it took ever so long to get them even this close."

"I don't look like that." Peter found himself replying without really intending to.

"Of course not," Jessica's voice replied warmly. Intimately. Peter could feel his heartbeat spiking at her voice, but he forced himself to calm down.

One of the Spiders reached up and pulled it's hoodie back somewhat, revealing that beneath the hood wasn't the rest of Peter's face, but rather the entire upper half of its head flowed into the hood. The areas above the nose and where the scalp should have been was the raw-meat color of peeled flesh and the muscle seemed to flow, merging from the skull into the hoodie which was clearly part of it's head and not really meant to be pulled off.

Peter shuddered.

"You should have seen how the first dozen or so tries turned out," Jessica continued, still smiling. "No matter what I did, I just couldn't get them to be like you, Peter." She giggled girlishly. It clashed badly with the fact that all he could really see of her was her twenty-foot tall face made of red mist.

As she spoke the third Spider had already drawn itself up to the ceiling and a fourth had just been spit out of the Mobile Hive.

"They couldn't be pretty then turn into things," Jessica continued. "I had to either start out with things or have them just be pretty." She fluttered immense misty eyelashes at him, "That's why you and I need to be friends, Peter. You can teach me so much." Her voice had turned breathy and seductive... or as close to it as it was possible to be given the circumstances.

Peter bit off a harsh bark of laughter, "I can't teach you what I don't know."

The face smiled at him once more and she joined his laughter with her own. It almost sounded like tinkling bells in his own head. "You're just so contrary." She said. "It's one of the things I like about you, Peter. At least you're willing to argue with me." The expression on the immense face turned contemplative. "Everyone else just agrees with me all the time. It's nice, usually," She added hastily, "Because when I let other people argue, all they do is scream and scream and scream. Then they don't want to be my friend anymore."

Peter stared.

Her expression brightened once more, "At least you're nice about it." Her eyes... or at least the impression of her eyes in the red smoke focused entirely on him, "And you like to play."

The three Spiders shot or swung their morning-star tipped arms at him, bracketing him in. Peter twisted, trying desperately to dodge them, they didn't give him any time to shift his limbs at all, as he was forced to use his claws as well as his talons in maintaining his grip on the ceiling. He tried to move in closer to at least one of them, but at each attempt, one of the others would hem him in with their claws or whipping arms.

They moved in a perfectly coordinated patterns. Extended morning-star arms slashing through the air, cutting off nearly every line of retreat.

He took a few cuts as the spiked edges slashed thin lines over his body. He narrowly avoided direct hits, but he was forced to move even faster once the fourth Spider began adding its own contribution to their efforts to strike him down.

A fifth would be on its way soon, he knew. And a sixth and a seventh and more.

That wasn't even counting what the drones could contribute once they were thrown into the mix as well.

That made it obvious what he needed to do because otherwise Jessica's idea of 'play' was going to get fatal very quickly.

You're playing into their game again, Cain graveled. Stop fighting their kind of fight.

They would be able to swamp him in bodies. They were also going to take away any chance he had of avoiding them. They could just keep building more as he took them out.

So... stop all of that from happening.

As four whip-fists whirled towards him, he gathered his legs beneath- above- himself and shot towards the chamber floor, faster than his playmates could correct for.

He flared mass furiously, a bloom of hellish red light erupting from his body as he finally had the necessary split-second to shift his right arm into its shield form. His left to the whip-blade.

He smashed down into the mobile hive, striking it shield arm first. The flare of mass and heat from his body practically flattened the middle-section of the ice-cream truck. The glass shattered from the force of the impact and the body of the vehicle had cracked in places. Flesh, blood, bile and scattered bits of half-chewed, half-digested drone bodies had exploded out of the shattered windshield and the side window.

His nostrils filled with Jessica's scent, this close to the Beckoner, but he shoved those thoughts quickly to the back of his mind, his face flushed with heat and he could already feel himself responding thoughts of how she looked. How she moved.

Focus, Donna murmured. Think of MJ.

He bit down on his lower lip. Hard enough to draw blood and rolled back to his taloned feet before the Spiders could drop down after him.

He got to his feet with a sharp crunch as his talons punctured through the crumpled metal beneath him. Tendrils unfolded hurriedly, sliding through those small openings. The semi-liquified remains of the former drones were wicked away and absorbed with almost absurd ease. The rest of the hive's body torn apart beneath his feet, beneath the ruined ice cream truck's roof, and consumed before it could regenerate itself.

He could still feel the hive... still alive. Still struggling against him. He could hear it screaming. A thin, shrill cry screeching out of the oversized maw that spat out new infected. It didn't fit at all.

He could actually see a half-formed Spider trying to crawl out, it's lower half simply didn't exist. There was a suggestion of the bottom edge of the spine, and then nothing but the bile-yellow fluid.

Incoming, Cain growled.

No time. He urged himself on furiously.

No time.

His whip blade shot forward, punching through the already dented and twisted metal. The immense bone-blade sliding through the back of where the immense moon-face continued its shrill, mindless scream. His tendrils unfolded within its head, small, nearly packaged thoughts slid into his mind with almost casual ease. The bile yellow fluid and the hive's mind quiveringly eager to be consumed.

He was still in place when the first Spider dropped directly on him.

Peter hadn't bothered with any elegance. He swung his entire shield arm in a tremendous backhand, heat surging down from his spine, to his shoulder and into the Spider. He caught it before it had a chance to set its claws or talons out to catch the shield. The blow sent it hurtling back up to the ceiling, smashing hard into a group of drones hard enough to crack the stone and send more infected raining down.

He wasn't quite so lucky with the second Spider. It landed on his back, bone-bladed claws stabbing deeply into his upper back, through his lungs and out his upper chest. Breathing became a searing agony as he could feel air whistling through the new holes in his body. Almost simultaneously, its talons curling around his upper thighs, slashing through the muscles there was a mild pain in comparison.

Peter could feel the full weight of it settle on him through those blades, tearing into his body.

He could hear the Spider clone's eerily familiar voice giggling in his ear.

He coughed and could taste blood.

He snarled, unfolding more of his feeding tendrils from his body, wrapping around the limbs and torso of the Spider on his back.

Absurdly, they even unfolded at his chin, wiping away the bit of blood he'd just spit up.

Peter thought to himself that he'd expected these things to learn not to get too close to him, but there probably were certain tactics that probably came with their instincts.

Except she claims she designed the spiders using samples she'd gotten from you, Connors murmured, Where would these instincts be coming from?

He could feel his body chewing through his available biomass as it fought to close the holes in his chest and the wrecked tendons and muscles in his thighs. The Spider on his back struggled harder and kept reopening the wounds. He could feel it weakening as his tendrils found their way into its body, tearing it apart and claiming biomass back from it.

Peter jerked his arm abruptly free of the approximate location of the hive's brain. His tendrils had consumed its central neural cluster. He could feel more and more information from the hive's mind finding its way into his.

Surprising things.

Nothing about its past life, but rather the conscious manufacturing notes for infected creation. Details that he'd never been consciously aware of, but had gotten subconsciously from his consumption. But this? This was how the building blocks fit together rather than full models.

He blinked rapidly, trying to keep from musing too long on his new knowledge.

You always keep trying to do this in the middle of a fight, Cain complained quietly.

He grit his teeth, his arm fully retracted as he tried to stop thinking about the hive. Whatever else he'd left was simple dead meat now. It was none too soon as the third of the Spiders dropped down, slamming into the spot that he'd just vacated, it's talons stabbing into the metal of the wrecked ice-cream truck as well. The fourth dropped down lightly behind him, forcing him to move to the side.

Peter dodged awkwardly. The excess weight of the second Spider was still a struggling mass against his back. He could shift his own mass easily, but the Spider he was in the process of absorbing was clearly still in control of its own mass, countering any of his attempts to gain full control over his balance. It's flail arm was whipping around wildly, uncontrollably. It brought its arm around, obviously intending for the spiked ball of bone and flesh to slam into Peter's chest, but he barely warded it off with his shield arm.

He half-stumbled a few steps away, managing to just barely avoid a swing of the third Spider's extended morning star arm and the follow up claw from the fourth.

The claws piercing his chest melted into feeding tendrils that folded back into his chest. The bundle at his back continued its struggle, but he'd gotten used to its weight and had begun to compensate for it. Nimbly dodging the the two Spiders and just barely staying out of their reach.

His arms blurred, shield shifting to whip-blade. They met his blows, blocking for one another and covering each other as they retreated. His bone claws and taloned feet clashing and slashing against one them and while he scored small cuts they did the same to him.

The bigger blows. The crippling ones. The wide fatal swings intended to decapitate or maim were all stopped. The drones had surrounded them now and were jumping in at just the right moments to interfere with his attacks.

The drones died in their dozens, but the little damage he'd done to the remaining spiders, seemed to boil furiously with red smoke as they knit shut.

See? This is probably what fighting you is like to those poor Hunters, Cletus chuckled darkly.

Peter grit his teeth and thought back, If you have any useful suggestions I could use them right about now!

Isn't this fun? Jessica said, giggling with excitement. Peter could swear he felt a phantom sensation of her breath against his ear. The gout of smoke that had formed the details of her face had faded away, but the impression of her presence seemed stronger than ever. Even though traces of the smoke still lingered, he'd lost sight of the Beck in the press of the crowd of drones.

"Not so much for me," Peter growled back.

Oh, Peter, She replied, her tone cheerfully teasing. He had to fight down a shudder at the feel of fingers gliding up his spine. You don't have to be sad just because Mr. Blizzard gone away.

Scents shifted all around him. The Hydra scent grew thicker.



Carrion sweetness sharpening to nauseating levels.

Peter could feel his gorge rising even as the noises changed.

Hundreds of drones aren't quiet. Not even when they breathe in unison and make no utterances. 'Making no sound' is such a deceptive phrase. There was the constant shifting. Bare feet scraping against stone. Hands brushing against everything. Shoulders bumping. Bodies shifting against once another.

But all that faded away as another noise, came to the forefront of Peter's attention. A sussuruss of sound.



The Spiders and the Drones all politely settled back. The Spiders seemed to be grinning nastily as the noise built up.

A muted roar.

Then not so muted.

Feet in their thousands slapping and scraping against stone. Claws scrabbling. The thunderous onrushing metronome of a thousand bodies breathing in time with one another. Thousands of hearts beating a tattoo against his ears.

Peter whirled around, taking in the scene to see drones begin to boil out of nearly every tunnel. Not just the ones at ground level. The higher ones as well.

They scrambled on the stone, clinging to the walls, moving on the floors, the ceiling. Every surface filled with drones in their thousands upon thousands. More bodies than he'd seen even at the Forest Park barricades.

How much of Hank did she convert already? Connors whispered in awe.

I made sure you'd have plenty of friends to play with, Peter, Jessica murmured happily into his ear.

The Spiders moved in closer, giggling in his voice, sharing some secret joke between them.

If she wanted to, Jessica could drown him in bodies.

He ran his tongue over dry lips.

Man... we really probably should've planned this out better, huh? Cletus murmured.

We couldn't have anticipated this. Donna sighed.

Too bad we don't have back up. Cain grumbled.

Don't we? Connors voice asked drily. There was a strange undertone to the voice. A baritone that echoed with Connors voice. Pym's baritone.

Don't we? Peter thought to himself as the new knowledge unfurled itself. Memories played out. How has he healed MJ? What had his mother done, exactly? How do Hives do their work?

He felt information run through his mind too quickly to be consciously understood. Whole treatises written out and spoken in that alien tongue. He could hear faint translations as his mind churned and his body shifted. A word here and there. Phrases.

... dorek dak'ul- command interpreter...

... dro'ge m'zan- memetic installation package...

The gathered drones all stared at him now. He was certain there must have been regular walkers and other variants hidden in the mass, but it was nearly impossible to pick anything out.

At some unseen, unheard signal, one of the Spiders sent its morning-star arm shooting towards Peter as he stood still. He leaned out of the way just enough for it to pass him by and his hand shot up, catching the trailing flesh cable in his hand and driving his claws into it.

The second leaped at him, but he tugged hard at the cable he had in hand, flaring heat through it even as he wound it around his arm with a sharp twist and a hard tug.

That sent the first Spider, flying towards him, ripped free of its anchored position from the stone floor. Peter used the first Spider as a flail to slap the second out of the air, knocking it into the crowd of drones, but that wasn't what he really needed it for.

He slammed the disoriented Spider into a few more drones to help kill its momentum before giving another sharp tug, pulling it straight towards him.

He caught it by the neck with his free hand and took a deep breath.

He wasn't even sure if it would work, but he would drown in bodies otherwise. Once that happened, he was certain that Jessica would make him her "friend".

Peter what are you doing? Her voice was surprised and curious.

"Making friends." Peter replied with a grin. He exhaled.

A gout of red smoke exploded out of his mouth to engulf the head of the Spider he had in hand.

It screamed as its body began to writhed in agonizing muscle spasms. Across its skin, tendrils seemed to erupt, flickering, flailing, blurring the lines of its body.

The drones, that had up until that point been closing in, backed away hurriedly, giving the quivering Spider wide berth.

He could feel a shifting in his mind. A near-conscious reshaping and rearrangement that was happening as part of the process.

I feel... funny, Cletus reported.

Peter, what did you do?! Her voice had risen to something like a panic. Phantom hands clutched at his chest, almost as though they sought to claw answers out of him. I thought you were just going to make him go away like you make everyone else go away!

The second Spider stepped free of the crowd of drones and tilted its head to one side watching in clear fascination at what was happening to its compatriot.

Cletus's voice sounded rang through Peter's head once more. Shaky. Uncertain. Guys... seriously. I feel-

The Spider seemed to finally make some sort of decision and a handful of Drones charged towards Peter just as Spider whipped its morning-star arm around.

Peter dodged to one side, letting the Spider's arm slice the air just above him. His movement took him directly into the arms of the silent Drones, their tiny, clawed fingertips reaching out for him.

They might have had him at that, if the Spider that had been writhing in agony on the floor hadn't suddenly and smoothly risen to its no longer taloned feet, putting itself between Peter and the drones.

Peter might have done something. He knew he should have, but he could feel parts of his mind churning away furiously now. He could feel a wave of light-headedness as the realization of what he'd actually just done hit home.

The new figure was still blurred by a mass of writhing black and crimson tendrils. Although it still had its hood on, the combination of morning-star arm and bone-clawed hands had changed. Both arms seemed normal now, tipped in long, delicate fingers.

It stepped away from Peter, closer to the surprised drones. Its fingers traced languid patterns in the air, clenching and unclenching as though seeing them for the first time. Small claws sprang from the pads of those delicate fingers, then just as swiftly retracted.

The drones seemed completely paralyzed until the transformed spider walked past, then they began to scream. Cuts appeared at their throats, impossibly thin cuts that suddenly sprouted blood. The drones had no chambers of Pym Particles to exploded into red clouds, but the very air, redolent with Hydra was now saturated in the scent of blood.

The Spider shifted at the shoulder, sending its morning-star arm back to strike at the new target, before it could complete the motion, the former Spider had darted forward and with infinite delicacy, moved its hand in an arc that seemed to brush its fingertips across the Spider's throat, then over the shoulder that the morning-star arm was connected to.

The Spider staggered back, making a choking noise as its arm simply fell off at the shoulder, sending an immense cloud of red smoke exploding out of the severed joint. Blood spurted angrily from the cleanly cut edge, but also in a high-pressure gout from the Spider's throat. It's head lolled back, the neck cleanly severed and the head obviously only being held in place by the Rhino hide hoodie.

The figure turned to Peter. It's own hood was sliding slowly down as the feeding tendrils across its body settled down, wicking away all the blood that had covered it during its brief massacre.

Red hair. Curly, but close cropped. Freckles on features that shouldn't have been familiar, but were. He was now in a black hoodie, black jeans and heavy combat boots.

The same outfit Peter had on.

Cletus Cassidy glanced over his shoulder and gave Peter a viciously triumphant smirk.

"I feel great."

- - -