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The cold, dusty air was hard to breathe in. A few drops of water splashed into a nearby pool, creating a quiet echo in the lonely room.

Spidey and his teammates were in an abandoned research facility deep in the woods. They were looking for Doc Ock, who they'd been trying to stop for months. Doc had been quiet recently, which was never a good sign, and Spidey had the feeling he was planning something big.

Which is why him and his team had to put a stop to whatever evil scheme he was coming up with.

The Triskelion's S.H.I.E.L.D. team received a signal pointing toward Doc Ock's tech somewhere in the area, and Spidey and his friends were at the last possible location he could be. Finally, they could put a stop to Ock without him attacking first.

300th time's a charm, right?

"Okay, looks like the signal is definitely coming from this building." said Spider-Man. "We just need to split up and find exactly where."

"I can check the upper floors." Iron Fist offered.

"Sounds good. Venom, go with him." The two started up the stairs. "Nova, you scan the perimeter and outsides of the building. Look for any lights. And make sure you aren't seen." said Spider-Man.

Nova nodded formally and shot up into the night sky though an open window. "If you find something, tell me. Don't wanna leave me out of the fun." His voice faded as he rocketed away.

"Cloak, Dagger, White Tiger. Take the underground levels, but be careful. I have a rising suspicion that Doc Ock is hiding out somewhere below us."

"Is it your spider-sense?" asked White Tiger.

"Nope, just my extremely-intelligent intuition!" Peter smiled under his mask playfully and White Tiger shook her head.

Cloak spread his...cloak. The three heroes disappeared with a snapping sound.

"Miles, Iron Spider, Squirrel Girl, and Ka-zar, you guys search the woods around us. Ock probably won't be hiding out there, but maybe you can find some clues about what he's doing here or what kind of nano-tech he's using that sent us the signal."

Amadeus looked a bit disappointed to not be out doing the heavy lifting, but he turned and followed the others outside toward the dark woods.

Spidey and Power Man were the only ones left in the room. "Looks like we're checking the ground floor."

Minutes passed in the cold silence. Peter and Luke searched frantically but quietly, looking for any sign of Doc Ock's nano-technology or freaky metal tentacles.

While checking under a pile of crates, Spidey shivered.

"You keep doing that." said Power Man.

Peter turned around, setting down the last crate, which of course held nothing inside. "Shivering, you mean?" He hugged his arms to his chest for warmth.

"Yeah."

"Well, I'm cold. Are you not?" Peter didn't see how anyone could not be half-freezing to death in this huge, metal facility of doom. This place gave him the creeps. And the shivers, apparently.

"Nope, I'm not cold at all. Maybe it's just my impenetrable skin blocking out the cold. Or maybe I'm so warm from digging through piles of old tech for hours. But I'm thinkin' maybe you're just weird, getting cold in, what? 70 degrees?"

Peter had the perfect rebuttal. "Well, spiders actually don't have the ability to thermoregulate. Meaning I don't have the ability to maintain my own body heat at certain temperatures like most people."

"Oh." Power Man stiffened. "That makes sense." And he went back to digging.

But Peter was so cold he needed a distraction. So he kept talking. "For most people, when their internal temperature changes, sensors in their central nervous system send messages to their hypothalamus, which is a gland in your brain controlling your hormone system. For me, my body is incapable of using metabolic-"

Power Man was about to shut him up when something else did.

Cloak appeared next to Spidey, making him shriek and flail for half a second. "Guys, we think we found something downstairs."

And without another word, he transported Peter and Luke through the darkness.

They arrived in a place much darker than the ground level they'd originally been on. A bluish-green light shone from industrial looking light pillars that lined the ceiling. Abandoned stacks of paper and computers sat atop every desk. If the ground level was cold and lonely, the underground section was Antarctica.

"Spidey," White Tiger whispered, "this is what we found. Our wristbands picked up a signal from the eastern underground floor. We are here." She pulled up a map projection and lowered her wrist so everyone could see, pointing to a small dot on the left side. "The signal is coming from some kind of bot network. Doc Ock must be planning something big. Something dangerous."

"Call in the others." said Spidey, still maintaining a low but audible tone. He tapped on his wristband and the screen lit up with Nova's face.

His voice was loud, probably because he couldn't hear himself so high up in the night sky. "Hey, Webs. Have you found anyth-"

"Nova! Shh!" Spider-Man warned. "We found something on the underground level. Get in here."

"Aye, aye, captain." he whispered with a salute.

White Tiger ended her call with Iron Fist and Venom, and Power Man turned off his watch, the voices of Miles, Amadeus, Squirrel Girl, and Ka-zar fading out.

Nova appeared first, his blue glow lighting up the room around them until his feet hit the ground. Then came Iron Fist and Venom, followed by the team who had taken the woods.

"Did anyone find anything?" Spidey doubted it. Ock was always good at covering his tracks unless he was using online technology. That was Arnim Zola's specialty.

"Ooh!" cried Squirrel Girl. "I did find this little guy!" She brought her tail next to her shoulder and out crawled a small gray squirrel. "Her name is Sally Sue." The creature chittered and buried itself back in Squirrel Girl's tail.

"Uhm...just keep her quiet. And keep your voices down too, guys. We can't risk Ock finding out we're here. This is one of the first times we've found him first instead of being attacked by surprise. We can't lose this opportunity." Spidey said.

Suddenly, a crash echoed in the quiet room. It was coming from the eastern side, right where White Tiger said Ock would be.

"Okay, there's no way he knows we're here. Don't wanna spoil that. Keep quiet." said Peter, crouching down and making his footsteps smoother so as not to make as much noise. He took the lead and walked, silent as a mouse, toward the sound of the crash. The others followed.

When they reached an intersection between hallways, Spidey signaled for a few others to go left, through another entrance to wherever Ock was. Then he crawled up the wall and onto the ceiling with the very tips of his fingers and toes. Miles and Venom followed his example.

Nova was forced to walk instead of fly or float, because the team couldn't risk his blue glow revealing their presence. He grumbled a barely audible complaint.

The room they ended up in was huge. Chairs lined the whole left side of the room, each with restraints and collars attached to them.

Peter thought they looked like evil roller coaster seats.

Off to the right side was a rolling table with adjustable stoppers to keep it in place. Spidey couldn't quite see what was on top of it because of the shadow of a long, metal tube plugged into the wall just above it. The middle of the room was almost empty, except for a small chest, a notepad, and a bright blue pen.

And sitting in a chair farthest away from the team was Doc Ock himself, with his four metal tentacles and red goggles. Mangy, black hair hung around his wrinkled face. In front of him were various computers and screens, all filled with 0's and 1's. Coding.

But what shocked the team the most was the image on the largest screen straight in front of Ock's face: a S.H.I.E.L.D. code entry screen.

How Ock got into S.H.I.E.L.D. Peter didn't know, but what he was seeing uncovered where the signal had come from.

Spidey was surprised. Doc Ock had always been pretty good at covering his tracks.

Not a word could be said without revealing their presence here, so Spider-Man signaled for them all to back up a bit, even the heroes on the ceiling.

Peter almost fell flat on his face when Doc Ock's sinister laughter echoed in the quiet room.

"Oh, Spider-Man." he said, swiveling around in his chair. His metal arms slithered around him. "It took you long enough. I was even starting to worry."

Peter's eyes went wide and his shoulders tensed. He was shocked for sure. But he was even more disappointed. He had been really hopeful for a win this time, and things were going according to plan. Up until now.

Spider-Man dropped down from the ceiling, not even bothering to soften his landing. It let out a bit of his anger.

Ock's arms clanked against the ground as he moved closer and closer. "The rest of you can come out too."

Miles and Venom dropped from the ceiling too. The others changed from their current crouching positions into tense standing ones.

"We've a lot to do Spider-Man. How about you all take a seat?"

Of course they weren't going to do that.

Spidey sent a web at Doc Ock's goggles, blinding him so he could be sucker-punched by Iron Fist.

Venom launched missiles at Doc Ock, but he deflected them and sent Miles, Iron Spider, and Power Man flying.

Spidey switched his web shooters to tasers and shot them at Ock, but his target moved and caused his web to latch onto a large battery implant in the wall. He watched in horror as blue electric sparks flitted up his web.

All of a sudden he felt a piercing sensation all over his body. He screamed in agony, his legs buckling beneath him and sending him to the floor. His whole body felt like it was on fire, and he struggled to stay conscious.

"Spidey!" Nova rose into the air and prepared his fists to shoot a blast at Ock's back, but one of his metal arms curled up and tightened around Sam. Nova gasped and wiggled, trying to free himself from the metal constricting him.

Finally, Peter was able to stand. He pulled weakly at the arm with his webs, but Ock slammed him deep into the ground using another tentacle.

White spots floated around Peter's eyes and he felt himself being lifted into a chair. Restraints closed around his wrists and a collar clasped around his neck, lighting up red.

Nova was forced into a chair beside him, followed by Miles, Power Man, and Iron Spider.

All Peter could do was watch as his whole team tried desperately to overpower Ock.

Cloak and Dagger closed in on him, but Ock moved out of the way, sending them spiraling into each other and crashing onto the desk.

Iron Fist was lifted into the air, Ock's tentacle nearly choking him, his legs flailing as he struggled for air. Doc shoved him into a chair.

Spider-Man felt hopeless. He thrashed against the restraints, breathing heavily. All this was on him. He couldn't stop Ock from imprisoning his team, and he couldn't even last longer than the majority of his friends. He was supposed to be their leader, not the weak link.

Soon, every hero was strapped in to one of the chairs, and Ock sighed contentedly. He grabbed a remote from off his desk and held it tightly. "See? Wouldn't that have been so much easier if you just listened to me the first time?"

"Maybe you should've asked nicely, Ock!" Spidey shouted. He tried to seem confident, but his voice faltered.

Everyone noticed.

"You always were just an immature child, Spider-Man. And look where it got you." He motioned to all Peter's friends, who were either trying to break free of the restraints, or were unconscious. "You led them into this trap, all because you were so desperate to find me. So desperate to prove your worth to your team. All you wanted was a win, and you failed, dragging your whole team into the process to suffer with you." An evil grin was plastered on his face.

Spidey shouldn't have been affected, but Ock's words cut into him like knives.

Because they were true.

"You...how did you-"

"Ah...yes. I'm great at covering my tracks, Spider-Man. But this time I didn't want to. You fell right into my trap." He looked like a madman when he smiled.

"These weaklings..." muttered Ock. "Just a few hits knock them out."

Peter tried again to make his voice seem calm. Unworried. He would not let Doc think he succeeded. "Maybe it's because you slammed them into a concrete wall multiple times?"

Again, Ock ignored him. Hmm. That was a first.

"Let's wake them up, shall we?" Ock lifted up his remote to face the unconscious heroes and pressed a big red button near the top.

Immediately, all of them screamed, jolting awake. The collar around their necks sent electric charges through their bodies, causing them to grip desperately at the clasps around their necks.

Peter felt tears brimming his eyes. "Stop! Stop! You're hurting them! Please!"

Doc Ock hit the button again, and his friends stopped screaming. "Never took you as the begging type, Spider-man." He smiled maliciously.

Peter's friends breathed heavily and continued to grab at the collars.

Power Man groaned in pain. "Spidey..."

"I'm gonna get us out Power Man, I promise. Just let me think of a plan."

Peter was so close to a breakdown. A feeling of absolute panic crawled through his whole body. It was so powerful his chest began to physically hurt. He would've doubled over if not for the restraints.

His teammates were suffering because of him. He let them get captured. He was too stupid to see it coming.

Spidey's heart pounded and sweat covered every inch of his body. He began to tremble, but forced his body to stay still. He could not let the others or Doc Ock see how afraid he was, even if all he wanted to do was burst into tears and start hyper-ventilating.

Doc Ock moved to the center of the room. "All I want is a code. Then you all are free to leave."

Say what now?

"What code?" Nova said through gritted teeth. His anger was unimaginable. Sam wanted desperately to break free of his restraints and strangle Doc Ock for hurting his friends. 

Ock sighed like it was the most obvious thing in the world. He gestured toward the S.H.I.E.L.D. screen. "After weeks of preparation and countless hours in front of the computer, I was finally able to hack into S.H.I.E.L.D.'s weapon database."

Peter bit back a gasp. S.H.I.E.L.D. was one of the most secure organizations on the planet. 

"Now, all I need is the launch code for S.H.I.E.L.D.'s weapons unit, and I can destroy everyone and everything I want!" He laughed maniacally.

Peter never knew why his enemies always tended to not-so-accidentally reveal their evil schemes. 

Spidey cleared his throat. "Well, sorry, pal. But none of us know the launch code."

Which, of course, was a lie. Peter knew the launch code. Only Peter.

"Lies, Spider-Man. You all are S.H.I.E.L.D. agents! You must know!"

Peter looked down the row of heroes, who were all looking at him. He couldn't nod and signal that he knew the code, because Ock would see and become even more aggressive towards them. 

Spider-Man just had to hold out long enough to come up with a plan. Or for Director Fury to realize that the team hadn't come back yet and start getting suspicious.

Doc Ock growled in frustration. "I said," He grabbed the remote, smashing the big red button, "tell me!"

Peter screamed with all the air in his lungs, electric jolts trailing up his spine. All around him he could hear his teammates thrashing and crying out in pain. 

Smoke curled from around his neck, blurring his vision and making it hard to breathe, if it wasn't already. Tears poured from his eyes and the knuckles of his hands turned bright white from clenching his fists so hard. Everything burned. 

All he wanted was to blurt it out. He wanted the pain to be over, for him and his friends. He couldn't bare this pain anymore.

Just as the first letter of the code began to leave his lips, Ock turned off the collars. 

Through deep breaths and sobs, Nova spoke up. "We- we don't...have the...c- code."

But Doc Ock wasn't satisfied. He somehow knew that they were lying. "Fine. You leave me no choice."

Spidey braced himself for the excruciating pain that the collars inflicted, but it never came. Instead, Ock's metal arms clanked on the floor as he moved toward Peter. A tentacle reached out and unfastened his restraints and collar clasp. 

Spider-Man was extremely confused, and also worried about his teammates. Would he be taken away from them?

Doc Ock's metal arms grabbed the rolling table and moved it to the center of the room. Now Spidey could see what was on it.

Atop the table was a tank. On the bottom of the tank were more restraints. One for the neck, two for the wrists, two for the ankles, and one for the waist.

Great.

A metal claw tightened around Spidey's back and lifted him into the air. He groaned in pain, the cold, sharp iron drawing a few drops of blood from both his sides. He was thrown onto the table and strapped in.

The restraints were weaker, but still too strong to break out of. Peter frantically searched his mind for an idea, but nothing came to him. He looked longingly at his teammates, feeling bad for hoping one of them could bust him out of his current situation.

But they all just sat there, breathing roughly and handing their heads.

He couldn't blame them.

The tank walls were tinted a foggy blue, and Spider-Man could hardly see what was going on around him. He squirmed and tried to turn his hand over so he could shoot a web, but Ock pushed his arm down, twisting it against his shoulder.

Peter heard it pop out of place and his strained scream pierced the eerie silence.

"Please!" White Tiger called. "Don't hurt him! I promise you we don't know the code!" Spidey had never heard Ava so distraught before. Even through the tank walls, he could see wet spots surrounding the eyes of her mask.

"LIES!" screamed Ock. "You will tell me the code, or Spider-Man dies!"

Peter was horrified. Panic welled up inside him like quicksand. The more he tried to fight it, the more he sank. He felt like either passing out or throwing up.

His natural instinct for this kind of situation was to make a really lame joke that only he found funny. But he found he couldn't speak.

He started to feel dizzy, and he probably would have fallen unconscious right there if it weren't for the adrenaline pumping through him.

Sure, life was hard and sometimes he didn't want to deal with it. But the thought of death scared Spidey more than almost anything.

His Aunt May would be completely alone. His teammates would be without a leader. He couldn't do that to them. He couldn't die.

Doc Ock brought over the metal tube that was originally hanging over the table and flipped a switch under the spout. A mechanical whirring sound could be heard from somewhere within the walls. Freezing cold water trickled out from the tube, causing Peter to stiffen.

A feeling of dread spread through his cold body. Now he understood.

He was being drowned.

"I warned you, you fools! Give me the code, now!"

Spidey was panicking. As much as he didn't want to drown, he couldn't just give Ock the code. He'd have access to tons of firepower that all at once could destroy the whole city! He couldn't let his town, his friends, or his family suffer just to save his insignificant little life.

Surely, his friends would find a way out of this, right?

The freezing water bit at his skin, burning the rashes and scrapes he'd acquired from the electric collar. The water was almost covering his arms now.

If he was going to get out of this, it needed to be now.

Peter's heart pounded stronger and stronger every second. He was watching his body slowly be submerged.

"Spidey, no!" Power Man screamed hoarsely, thrashing violently against the restraints. "PLEASE! We don't know the code!"

Nova didn't even try anymore to contain his rage. Nobody would hurt the Web-Head under his watch. He balled his fists and tried to focus. A tiny blue spark flashed around his hands, but nothing more. He slammed his head back into the seat repeatedly, sobbing and screaming for Doc to stop.

But the water continued to rise, almost covering the whole of Peter's chest. He shivered violently.

Ock's voice was horrifyingly calm and steady. "It is a simple question, young ones. What is the launch code?"

"WE DON"T KNOW!" cried Cloak. "Just stop it already!"

Doc Ock growled in frustration, slamming his fists onto the table. He looked around aimlessly, deciding what to do next. "You might've thrown my plan off course, but I'll make you pay for it! And when you try to stop me again the second time, you'll be without your fearless leader!"

He turned a dial on the tube and the water came rushing into the tank, submerging Spidey completely. He writhed and squirmed, stretching his neck up as far as it could go, and took one last deep breath before the water got too high.

"NO!" Power Man screamed.

Peter struggled against the restraints, but he was weaker in the water. His lungs burned and he was so deprived of air he could see black lining the edge of his vision. He needed air. Now.

He tried to inhale the oxygen he needed, but all he got was water and more water. Spidey's lungs and nose and throat were on fire. He coughed up the water and expelled the remainder of his oxygen in the process.

The team watched in horror as Spidey stopped struggling. Stopped fighting. His limbs went still and floated freely in the water.

"NOOOOO! SPIDEY!!" Nova screamed. Spidey wasn't dead. He couldn't be. Their leader couldn't be gone.

Sam's whole body hurt. He struggled to take deep breaths, to keep his eyes open.

The body of Spider-Man was still as a rock. Not moving. Not breathing. Not living. He was gone.

All of a sudden, a huge blast came from the right side of the room. Through the smoke, ash, and rubble stepped Nick Fury and four S.H.I.E.L.D. agents.

Fury aimed his gun straight at Ock and fired.

The scientist gasped in surprise and made a move for the exit.

"STOP HIM!" Fury yelled. He ordered two agents to free the kids from their restraints while he ran after Ock, the other agent following him and firing his gun repeatedly.

Apparently Fury hadn't seen Spider-Man's lifeless form in the tank.

Once the kids were free, the two agents ran upstairs toward the flashing lights and crashing sounds of the fight.

"SPIDEY!" yelled Ava. The team ran over to the table, switching off the metal tube and reaching their hands into the water to undo the restraints. Power Man did most of the work lifting Peter out of the water and onto the floor below. His figure was entirely limp.

"Somebody, do something!" Venom exclaimed.

White Tiger tugged Spidey's wet mask over his nose and lifted his chin back. She pinched his nose and breathed into his lungs, doing chest compressions after every breath. "Come on, Spidey, come on!"

He remained lifeless and still, a cold, dead form lying in a heap on the ground. His lips were tinted a bluish-purple.

"WAKE UP, SPIDEY!" Power Man shook his body aggressively. Every single second, Peter's life force faded more and more. Luke could barely keep his eyes on Spider-Man's body. He couldn't believe this was happening. Tears spilled out of him like a tidal wave. "WAKE UP!"

Ava was breathing heavily, pounding and pounding on Spidey's chest to bring him back. Slowly her compressions became weaker until her hands were no longer over his heart. She choked back a sob. "He's gone."

Everyone was in tears, struggling to breathe at the loss of their brave leader.

Water pooled around Peter's body.

Suddenly, Spidey shot up from the floor, water spewing from his mouth as he coughed it up.

"Spidey!" Nova shouted.

The team helped him roll over and expel the water in his lungs.

Spider-Man didn't know what was going on, only that his lungs felt like exploding. He felt arms around him as he drew deep breaths, finally settling down a bit.

Everyone was sobbing, hugging Spidey tightly and not letting go.

"Don't ever do that again, Spidey." Power Man warned, his voice a bit muffled.

Peter's vision was hazy and his head hurt. He was shivering like crazy and he could barely move. Thankfully, the team helped him stand, Nova and Iron Fist supporting under his shoulders.

Sam lit up a light blue color, generating heat for the freezing Spidey.

The group was moving slowly towards the door when a team of S.H.I.E.L.D. agents rushed in with a stretcher. Peter was laid down and carried out of the room.

Finally, when he knew he was safe, Spider-Man closed his eyes and blacked out.

--------------------------------------------------

He woke up in a hospital bed in the med bay. His right arm was wrapped in bandages, and he tried to keep it as still as possible to prevent the pain from worsening. A terrible ache covered his chest, and every breath he took felt strangled.

He coughed once and tried to sit up, but felt hands pushing him back down.

A man in a lab coat stood to the left of his bed, pushing buttons on a tablet and adjusting Peter's IV. "Don't try to sit up, Spider-Man. Relax. You are safe now."

He motioned to someone behind the med bay door and left the area.

Suddenly, his whole team burst through the door.

"Spidey! You're awake!" Venom yelled.

Even turning his head was hard, but he could manage it for his team. "Hey, guys." he said hoarsely.

But then he started to panic. He reached up to touch his face, but breathed a sigh of relief when he found he still had his mask on. Couldn't have anyone figuring out his identity.

Everyone laid their arms around Spidey, enveloping him in warmth.

"I said it earlier, but I'm gonna say it again." Power Man announced. "Don't you ever do that again, Spidey."

The team murmured their agreements.

Spider-Man just nodded, a weak grin spreading across his face.