"Incoming mission. Raft prisoners have escaped and are making their way to the streets." FRIDAYs voice woke Nat and I from our peaceful nap.

"Get suited up and let's get to the quinjet." Steve said stopping by the doorway adjusting his helmet. Steve tossed me my black Spider-Man suit before running away.

Both of us jumped up and began getting dressed quickly. Once Nat was done getting dressed, I felt her place a gentle kiss on my lips before I pulled the mask over my head.

"Head to the quinjet. Tell Cap I'll meet you guys there." I told her quickly before leaping out of my bedroom window.

[...]

"How did they all even escape?" Clint asked breathlessly.

"Power grid went out. I mean the entire thing is fried." Tony scoffed.

"Can you get it back up?" Cap asked. I landed on the side of the building, leaping off onto a prisoner and knocking him into his friends.

I ducked under a punch, hitting him in the stomach and sending him flying into a wall. I shot my webs at him, making him stick to the wall.

"Well, duh!" Tony snickered, "It just might take some time."

"I'll head inside. There's more prisoners in there and I'll keep them away from Stark." I grunted, shooting at web at a prisoners face and pulling him right into my fist.

"Clint and I are coming with you." Nat said into the coms.

The three of us entered the building, helping some of the police officers who were being trapped and or surrounded by inmates.

"Get out of here and get to safety!" I helped a police office out from under a pile of rubble.

The building began to shake and I stumbled back into a wall, my spider senses tingling. I jumped onto a pillar just in time for Rhino to burst through the concrete wall.

"What the fuck is that?!" Clint shrieked.

"My second favorite Russian." I smirked.

"SPIDER!" Rhino roared.

"Nice to see you again, spider. You want to take my offer and see what the inside of your skull looks like now?" Scorpion cackled.

"And who's that? Your cousin?" Clint yelled over to me, gripping his bow tightly in his hand.

"Yeah, on my dads side!" I joked back.

"Heads up, two more villains escaped." Nat told the others in the prison yard. I leapt off he pillar and tackled Scorpion to the ground, dodging his poisonous tail.

Rhino picked my up and threw me across the room. I shot my web at his horn and flung myself back at him, kicking him in the face.

"How's the power grid looking Stark!" I leapt back and dodged scorpions tail as Clint and Nat were fighting off more inmates that charged.

"Maybe if you stopped talking I'd be able to concentrate!" He said in typical stark fashion.

"Thor, go to Stark. Maybe if you hit the board with your lightning, you could charge it up again."

"On it Lady y/n."

I shot a web into Rhinos face before leaping onto his back, holding onto his horn for added support. Scorpion leapt at us with his tail dripping green poison. I jumped off Rhino just in time for Scorpion to plunge his tail into Rhinos armor. The Russian yelled in pain and flung Scorpion off him and into the prisons wall.

Rhino burst through another prison wall, heading somewhere farther into the prison as Scorpions body slumped onto the floor unconscious.

"Not going to go after him?" Clint panted.

I shook my head, "We have bigger problems. I'm more than sure this was a trap. Electro probably fried the circuit boards to lead us all here. If that's the case, then he's still here and I need to find him."

"I'm coming with you." Natasha grabbed my arm.

"No. Stay with Clint. There's still more inmates that need to be taken care of. I'm ending this right here."

"Come on, Nat. Your girlfriend will be fine." Clint squeezed his friends shoulder. I nodded at Clint before swinging through a fragile wall and going further into the prison.

Wires were sparking like crazy as all the cells were opened, trash littering the ground. I cringed as I saw a few dead police officers.

If Electro was here he'd be staying out of the action, playing his own game. The best place I'd find him would be on the roof and I hoped he was there.

I wall ran up the wall and flung myself out of the escape hatch into the roof. The air felt a little chilly as small raindrops soaked into my suits material. I saw my friends down there gathering the last of the escaped inmates, the rain now becoming heavier and creating puddles on the ground.

"Hello Spider. It's nice to see you again." Electro laughed as he landed on the roof.

"Max, you can stop all of this right now. I just want to know where my brother is."

"Your brother? Oh right! Spider-Man. You won't be able to recognize him after what we did to him." Max cackled loudly, choking on his spit at the end.

"Where is he?" I growled.

"Patience spider." He spat. "Let us have some fun first."

I heard an ear piercing scream and looked down below to see Kraven with a knife lodged in Natashas side, the other Avengers fighting off what looked to be a giant alien in all black. Whatever it was, it was powerful.

"NATASHA!" I screamed, leaping off the building to go and help her. A force sent me flying back, skidding back onto the roof where Electro stepped on my wrist.

Vulture and Sandman landed on the roof to my right, Mysterio flying up with Kraven in his hand as Kraven was carrying a struggling Black Widow. They landed to my left as Electro sent a few pulsating shocks into my body.

"AGH!" I screamed.

"Enough Max!" A different voice barked and soon the electric shocks stopped.

"N-Nat." I gulped, trying to stand up. Blood was gushing down her side and I noticed the knife wasn't in her skin anymore. I got knocked back down by Vulture, hitting the wet rooftop.

"Hello Spider-Woman."

My vision was blurry as a long, metal arm grabbed my ankle and lifted me up in the air. My arms fell over my head as I looked at the bald headed man. A bolt of lightning flashed through the air and lit up the mans face. My eyes widened once I saw Doctor Octavius smirk at me.

"What are we going to do with her, Doc?" Vulture croaked.

"How about we reunite her with her brother." Otto smirked.

"Oh Venom!" Electro called in a sickening voice. The rooftop shook in anticipation until that large alien like monster jumped onto the roof.

It's eyes were white as it's long tongue stuck out like it was a snake. It's teeth were sharp like a sharks, the many rows of them daunting.

"WHAT DID YOU DO!?" I screamed in fury, shooting a web at Ottos face. He grunted in annoyance, dropping me to the ground. I launched at the man but fell to my knees when I felt Electro enter my body again. I scream in agony, coughing up more blood into my mask.

"Stop!" Natasha screamed at them.

"Shut it, girl!" Kraven spat.

"Now now, Kraven. That isn't how we treat our guests." Otto said in a deadly calm tone.

His metal tentacle pinned my wrist to the rooftop, doing the same to the other one.

"Listen closely, Spider-Woman. I'm giving you one chance to join us and receive powers you could never imagine."

I chuckled bitterly, "What happens if I don't?"

"Then you can say goodbye to your brother, your girlfriend, your family and your team." Electro kicked my in my ribs.

"Don't do it!" Natasha said desperately.

"Choose!" Octavius barked.

"I won't!" I growled, trying to kick at him.

"Wrong choice." He backed up, turning to Kraven, "Do it,"

Kraven gave a crooked smirk before carelessly tossing Natasha off the top of the building.

"NO!" My throat burned from screaming so much.

"You know what to do."

The grips on my wrist let off completely as Otto climbed down the building, his bitches hanging around me.

"Anybody copy!?" I tried to reach someone through the coms. "Anybody- FUCK!"

Electro kicked my in my ribs again, tossing my over to Vulture who dug his claws into my shoulders and picked me up. Both of us flew through the air before he nose dived and smashed me into the concrete. I heard something crack and it was probably my spine considering I couldn't move.

Sandman brought his foot down a few times on my face, making me cough up even more blood. My mask was ripped in the left eye area, some of my bloodied face exposed.

My body jerked when one of Kravens hunting knives plunged itself deep into my flesh, twisting the blade around to do even more damage. I felt my arm snap, the bone tearing out of my flesh and becoming exposed. Electro just laughed and did it again to a few of my fingers.

My vision was becoming blurry and a weird blue color in the corners. A large hand gripped my throat and picked me up. The pure white eyes of Peters new form staring at me.

"P-Peter..." I strained against his death grip. Then I passed out or maybe this is what death felt like.