AUTHOR'S NOTES: Prepare to see Roxanne at her most feral yet. But first, flashback time!

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January 2003

As the clock neared noon during Fred Brook's first day of work as Head Researcher at the New York Oscorp facility, the man was getting some papers in order in his office before returning to the laboratory. While he did so, a knock was heard on his office door, making him look up at the visitor. Under the doorframe stood an elegantly dressed, Latin woman in her forties, who was carrying a folder of documents with a confident air.

"Settling in well, Dr. Brooks?" she asked him as she entered the room.

"Yes, I am, Madame Franco. And please, call me Fred," he replied, smiling politely.

As the woman approached his desk and set down the papers she was holding, she looked around at the other items that decorated Fred's workspace, and her gaze stopped at a framed picture of a smiling brown-haired girl who looked to be around 11 or 12 years old.

"What a lovely girl!" she expressed as she grabbed the picture frame. "Your daughter?"

"Oh, yes. Her name's Roxanne," Fred explained fondly. "She's the biggest reason why I do what I do. I want to make sure the world she grows up in will be a bit better than the one we have now."

Madame Franco put the picture back on its place and, unnoticed by Dr. Brooks, stared at it contemptuously for a couple of seconds before looking at the scientist once again and feigning an amicable grin. "Oh, don't we all."

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Early August 2003

At a much later hour and in a much less calm manner, Fred Brooks once again found himself in his office, this time packing his things inside of a box. Without bothering to knock, Madame Franco angrily stomped inside the office, holding a single sheet of paper which she slammed on top of the man's desk.

"Fred, care to explain this?" she demanded pointing at the paper.

He momentarily stopped what he was doing and looked at his superior straight in the eye, frowning slightly. "That appears to be my resignation letter, Madame."

"I can see that. What I would like to know is why you are resigning."

"I'm shutting down the project," Fred explained while he resumed packing. "There are too many ways things can go wrong, and I don't believe continuing the project is worth the risk."

"You told me that you were close to perfecting the formula, and that your only issue was regarding the testing candidates," Madame protested.

"Well, you know, unforeseen things happen," he continued without looking up at her. "I think everyone would be better off cutting our losses. My apologies for wasting your time."

Franco crossed her arms and stared disapprovingly at Dr. Brooks for a moment, before letting out a long sigh. "You are a terrible liar, Brooks. Why are you really shutting down the project?"

Pausing for a moment, Fred sighed as well and finally turned to look at the unimpressed woman once again. "I know what you really want to use my formula for, Adela. And I refuse to be a part of it."

"Oh, I see how it is, then," she answered in a calm yet subtly menacing tone. "I wish I could say I'm not disappointed, Fred, but I am."

She once again spotted the picture of young Roxanne at its usual place on Fred's table. Just as the man was about to reach out to grab and pack it, Adela picked it up before he could. She looked at the photograph as she ran her fingers across the frame.

"Remember what you told me on your first day? Something about wanting your daughter to grow up in a better word." She looked up at Fred, a wordless threat lurking behind her unwavering eyes. "Like you said, unforeseen things happen, and it would be a real shame if she never got to grow up and see it."

As he heard this, Fred dropped the objects he was carrying to the floor, and he turned to look at his boss with an incredulous and shocked expression, not even able to mutter a single word.

Seeing the fear she had inflicted upon him, Madame Franco smiled with smug satisfaction. She stepped closer to the scientist and shoved the picture frame against his chest. "Finish the formula. That is not a request."

She turned around and exited the office, leaving behind a confused and shaken Fred Brooks, torn between what he knew was the right thing to do and what would be safest for his family. He had known this woman and the team that worked for her long enough to take this threat seriously. He had slowly come to learn that the morality of the people financing his current project did not align with his own. He should have known that getting himself out of this would not be as easy as simply presenting his resignation letter, walking out of the building, and taking his wife and daughter back to their home state.

Fred looked at the picture of his daughter, afraid of what could happen to her if he dared do something that his boss didn't like.

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Present day

The HYDRA guards followed Alejandro into various passageways, elevators, and staircases, dragging Roxanne along with them. She was barely conscious from the multiple electric shocks she had received and could barely keep her head raised. The group finally arrived at a large laboratory, where roughly a dozen scientists were working on various tasks.

The guards shoved Ro inside of a large cage made out of thick, seemingly bulletproof glass and changed her into another set of handcuffs, which now held her hands above her head and suspended her from the ceiling. They also shackled her ankles. Lastly, they closed the cage's door, leaving her inside of it.

At first, Roxanne couldn't feel or move her legs, and her entire weight was held upright by the restraints, but little by little, she began recovering enough strength to support herself on her own feet as best as she could and to look up at her surroundings. Although she tried not to show it, being behind glass inside a laboratory brought back the terrifying memories from that night and filled her with dread.

She started slightly when she heard a loud tap on the glass and turned to find Alejandro, still wearing that smug and wicked grin on his face. She was beginning to realize how much more natural that mocking attitude felt on him than his soft and flirtatious one ever did.

"You comfy, preciosa?" he asked her sarcastically. All he got in response was an infuriated glare and a light growl. Unintimidated, he leaned against the glass and chuckled. "Good to know."

One of the lab's entrance doors opened behind him, and Alejandro straightened himself up and stood at attention. A woman wearing a lab coat over her formal attire walked in, her heels clacking against the shiny, white tile. She was reading off a clipboard which obscured her face from Roxanne's point of view.

"I saw the security footage, Alejandro," the woman said, and Ro took notice of how similar her accent sounded to that of her fake boyfriend, now ex-boyfriend. "You better not have damaged the asset too much."

Placing his hands behind his back, Alejandro cleared his throat. "I assure you, Madame, the asset is in perfect condition. Or at least she will be, after a few hours of recovery and, of course, the tweaks and upgrades that we have ready. After that, she'll be ready to go on her first mission immediately."

Lowering her clipboard and locking eyes with Roxanne, the now older Adela Franco dismissively tossed the clipboard to Alejandro. "Now, let's not be so hasty, Agent Vidal. There are still a lot of tests to run before that."

The older woman opened the glass door and grabbed Ro by her face, almost as roughly as the younger man had done so moments ago, proceeding to inspect her eyes, her teeth, and the rest of her body as well. Ro tried her best to shake the woman's cold hand off, but the position she was held in made it difficult to move.

"After all these years, it's good to finally meet the product of my life's work face to face," Madame Franco said perversely as she coarsely lifted the younger girl's face to look at her. "How are you doing, Arachne?"

"I've been better," Ro replied bluntly, glowering at the woman. "And who the hell are you?"

"Oh! Where are my manners?" Alejandro exclaimed in an exaggerated manner. He then put a hand on the older woman's shoulder and gestured towards her. "Roxy, my dear, it's about time you met my mamá. This is Madame Adela Franco. She's the head and mastermind behind Project Arachne, the reason why we're all here today."

The woman in question finally let go of Ro's face. Ro's eyes widened at Alejandro's introduction, but then, she quickly furrowed her brow and scoffed, "You told me your mother was a seamstress living in a small town in Argentina."

The man simply shrugged and shot her yet another wicked smile. Madame Franco closed the door of Roxanne's cage once again and began walking away.

"If only her father could see her now," she muttered under her breath, just loud enough for Roxanne to hear.

"My father?" Roxanne exclaimed, jerking her head up in surprise. "Wait! You knew my father?!"

Madame Franco stopped and slowly turned to face Roxanne again. A cruel smile matching her son's formed on her lips as she replied, "He's never mentioned me? I'm surprised because he never shuts up about you."

Roxanne bit the corner of her lip as she tried to figure out when and where her father, her birth father, could have met such a horrible woman. She gasped as the scattered bits of information began piecing themselves together in her brain.

"Project Arachne wasn't YOUR life's work. It was my father's!" she accused. "You stole it from him! He tried to keep it out of your hands, so you had him killed and made it look like an accident!"

Madame nodded, her smile growing ever so slightly, and replied, "That's not exactly how it happened, but you're much smarter than my son gives you credit for. I'll give you that."

"Is that why you chose me as your test subject of all people?" Ro asked indignantly, struggling against her restraints. "As a sick way to get back at my father even after he died!?"

"That part I'd like to think of as a happy accident," Franco casually confirmed as she and her son exchanged a perverse look. "It was never my plan for any survivors to come out of that crash. You and your mother were always meant to be collateral damage. When I was informed you had survived, I easily could've ordered my men to wipe you off right then and there, but instead, I figured I might as well make some use out of Brooks's little brat that he oh so badly had tried to keep safe." She sneered. "I'm only sorry that I'll never get to see the look on that coward's face once he learned that his precious daughter was not only one of my guinea pigs, but the only one of them that survived in the long run."

The younger girl's rage grew as she listened at the dismissive way in which the cruel woman spoke about her deceased parents as well as the likely numerous other innocent victims she had collected along the way. She grunted as she fruitlessly kept trying to free herself from the shackles that held her limbs.

"WHY!?" Ro screamed before her captor had a chance to walk off once again. "Why did you do this to me? TO US!? What could you possibly want to get from all of this that's worth destroying so many lives!?"

Without even turning to look back at her, Madame answered, "What we all want, a better world, and unlike your father, I'm not too spineless to do whatever it takes to make it happen."

Roxanne threw herself forward as far as her restraints allowed her to. "My father was NOT spineless!" she yelled, attempting to contain the tears that were forming in her eyes. "He was the bravest man I knew! YOU are the ones who are cowards!" She turned to glare at Alejandro as she finished that sentence. He shot a glare back at her, as did his mother.

"Oh, is that so?" Adela asked as she slammed her palm against the glass door and leaned closer to it, both women intensely staring each other down. "Your father would not even dare finish his formula the moment he found out what our plans were! Without his complete data or any successful recipients, all hopes of seeing our vision fulfilled seemed lost. The stress eventually killed my brother Guillermo, but I'm not one to let myself be stopped by petty sentimentality. Even my superiors lost faith in the project, but now, with you here, we can finally bring the formula to perfection, and create the ultimate human weapon! An upgraded model that will put HYDRA's outdated tools to shame!"

Ro blinked incredulously. "Human weapon?"

"That's gonna be you, estúpida," Alejandro rolled his eyes. "That's literally the only reason why you were created." His expression became derisive. "Don't worry, you'll like the assassin gig once you get used to it. It's certainly a lot more exciting and productive than this little hero game you're doing currently."

"WHAT!? NO!" the captive girl shouted. "I won't do it! I would NEVER be an assassin! NEVER!"

As Madame Franco moved away from the cage to type some data on a nearby touch screen, the man leaned into the glass panel and held Ro's gaze. "I'm afraid you're not going to have much of a choice, but don't worry. If all goes according to plan, you won't even remember any of this."

"Encantador," the older woman called, getting Alejandro's attention. She gestured to the back of the room as she kept her attention on the tablet. "Stop playing with the asset; it's not a toy. Make yourself useful and get the equipment to begin taking Arachne's blood samples."

Alejandro exhaled from his nose unamused. "Sí, señora."

"Encantador? Seriously?" Ro arched an eyebrow as she inquired in a deadpan manner. "Is that the title they gave you for backstabbing women for a living?"

The man chuckled evilly and ran a hand across his hair. "It takes more than my naturally dashing good looks to be as good at my craft as I've become, Roxy, and I've been developing it for far longer than you've been shooting your gross little strings out of your hands. So, a little word of advice: work hard, be ruthless, and never once hesitate. Who knows, you might even end up building almost as big of a reputation in HYDRA as I have."

Roxanne could only stare at him in disgust as he walked away to retrieve what his mother had ordered him to. How could she ever have fallen for someone like him? Either she was really stupid to have bought the literal years of lies, or he was incredibly good at his "craft", as he called it. It was probably a bit of both.

Just the thought of becoming someone like him, or someone like his horrible mother, filled her with dread and terror. Someone with no regard for lying, manipulating, and even killing in order to get what they wanted.

She was not completely ignorant. She was well-aware of how bleak and cruel life could be. Years as a homeless orphan fending for herself had shown her some of the ugliest sides of the world, but no matter how hard life got, no matter how hopeless things had seemed for her, she had always found a way to remain the decent person her parents had raised and not take out her frustrations on those who didn't deserve it. She never even attempted to mug someone else for food or money. True, at first she had to resort to stealing a few meals or items of clothing, something she was never proud of, but she soon came to realize that the only way she could make something of herself with a clean conscience was by earning a living in honest ways.

As difficult as maintaining a steady job was, it eventually led her to the Garcías, the single most kind-hearted family she had ever come across. Every single one of them welcomed her with open arms and gave her a real home with no ulterior motives. They were living proof that there was true good in the world, no matter how much evil tried to snuff it out.

How she regretted the way she last treated them. All she could think about at these moments was going back to them to seek their warmth and comfort as well as beg for their forgiveness, acknowledging her lack of awareness of how her relationship with a deceitful and toxic man had almost damaged her relationship with the people who truly cared for her. The people who were truly the most important ones in her life.

As she thought about how Alejandro had tried to strain and sabotage her family bonds, panic and fear grew inside of her as she thought about what he could possibly do to the Garcías now that they were unprotected. After all, he knew that her siblings knew about her powers. Would he think that they know too much? Would he hurt them —or worse— use them to get at her? To make sure she had nothing left to lose? She couldn't stand the thought of any of them getting hurt because of her.

The panicked girl fought to free herself from her chains, but it all seemed pointless. She hadn't felt so weak or helpless in years. She hyperventilated, her limbs shook, and desperate tears rolled down her cheeks.

Suddenly, she remembered something her birth father had told her years before. Although with time, the exact context behind those words had become blurry and unclear, they had unknowingly become engraved inside her mind, especially whenever a difficult or desperate situation such as this one arose.

"Listen, sweetheart," she could hear Fred Brooks's voice resonating inside her head. "I know you're scared, but you can't let being scared stop you from doing what you need to do."

For years, this had become her mantra during the scarier days. She hadn't thought about this phrase in so long, but right now, it was almost as if her father was saying it right into her ear. She could almost feel his presence, as well as her mother's, right there with her, supporting her unconditionally, giving her enough strength to overcome her fear. While her birth parents were no longer with her, her adoptive family and the thought of protecting them also gave her the motivation she needed. She was not going to let these people lay a finger on any of them.

She resumed pulling the chains that were holding her, this time putting her whole body into it, grunting loudly as she did so. At first, none of the scientists that surrounded her paid much attention to this, given the confidence they had in the resistance of the shackles, but as Ro continued insistently pulling and attempting to free herself through the pain she was feeling, she heard the faint sound of glass cracking.

She paused for a second and panted in exhaustion. As the rest of the people in the room were otherwise occupied, no one had seen or heard the crack. Ro then remembered how she had rescued that boy during the alien invasion some months ago. The boulder that was crushing the car he was in had felt so heavy at first, and it took her a lot of effort to even pull it up, but once she had done so, it took one quick and strong push to finally get it out of the way and be able to bring the little boy to safety.

Now that she had managed to make a crack in the glass, Ro inhaled deeply and put every ounce of her bodily strength in a swift and powerful pull, which caused the cage to shatter. Alarms blared immediately and red lights flashed. Everyone else in the room was startled by the noise they made combined with that of the glass breaking. Adela Franco, who was standing closest to the cage, reflexively took some steps backwards and shielded herself with her arms as the shards flew.

In the midst of the panic and confusion, the woman uncovered her face to find a now free Roxanne standing in front of her. Covered in several small, bleeding cuts, the younger girl was completely unfazed by them, by the commotion, or by the several guards who pointed their guns at her as she glowered at Madame Franco with a frightening rage in her eyes, which seemed to glow red from the flashing lights reflecting off of them.

"GUARDS!! Contain her at once!" Madame Franco shouted at the armed men as she backed away in terror from the rage-filled Roxanne.

Powered by adrenaline and blinded by anger, the arachnid-powered girl let out a snarl as she lept toward the woman responsible for the death of her parents, but before Roxanne could lay a hand on her, Ro's fists were caught by a chain thrown by one of the uniformed men. She halted, whipping her head towards the one who was holding the chain. The older woman took advantage of this distraction to escape the room.

"Remember, I need her ALIVE!" she shouted as she ran away.

Several other scientists fled as well. Alejandro snuck out but kept an attentive eye on the "asset" while he did so, grabbing something from a nearby table.

More guards began circling Roxanne, most of them wielding stun guns and electric contraptions similar to the ones Alejandro had used on her moments before. She spotted two more guards swinging weighted chains to immobilize her with. Seeing the chains enraged her even more. She was being treated like a wild animal who had escaped its cage and was now being hunted down to be returned to captivity.

If that was how they were gonna play it, fine, they had asked for it.

Ro grabbed the chain that had twisted around her right arm with both hands and gave it a strong pull, taking the guard on the other end along with it. The man yelped as he was swung through the air and thrown on top of some of the other goons who were nearby. Every single one of them toppled to the ground.

The chain around Ro's arm loosened, but the fight was still far from over. She was completely surrounded by mostly tall and brawny men, and several of them charged at her with their weapons. Fleeing was not going to be an option this time. Illuminated by the intermittent red lights, the punches and kicks flew from both sides. Roxanne, having much greater strength than her attackers, easily disarmed and knocked out several of them. Nevertheless, she was heavily outnumbered and unable to feel every single strike coming. She received several small shocks and strong kicks, but the rush of adrenaline and her will to survive helped her remain on her feet. She dodged one of the chains that was thrown at her, which instead knocked out one of the goons. She grabbed the other chain in mid-air, snatching it away from the guard, making him fall flat on his face. A particularly brawly one snuck up from behind and managed to put her in a headlock.

"Sedative! Quick!" he shouted as he tightened his arm's grip around the young woman's neck.

Grunting, Ro struggled to release herself from the headlock, and instead flung the man over her shoulder. He hit the floor, the impact knocking him unconscious. As she reoriented herself, another one came from behind and suddenly stung her with a needle, making her cry out in mild pain. The goon who stung her quickly took some steps back, wide-eyed, uncertain what to do next. All other remaining guards halted and watched in anticipation as Ro removed the needle from the back of her right shoulder. For a moment, she seemed to stumble and become slightly drowsy, hissing at the stinging sensation.

But to their total shock and confusion, the girl shook off the weakening sensation and seemed to recover fully, kicking the guy who had given her the shot, sending him flying toward a wall.

"Holy $#!+!" one of the standing guards exclaimed, seeing that the sedative had seemingly no effect on their target.

Before the remaining guards had time to react, Ro turned to them and made a swift motion with both hands, throwing web onto two of their faces. She then pulled the webbing in opposite directions, knocking the guards unconscious on each other's heads. She then dodged shots from the stun guns belonging to the mere three guards that were left. She ran up a wall and jumped down when she was about halfway up, landing on top of one of them. She grabbed the downed guard's gun and, not having any experience handling weapons, swung it like a bat at another guard with enough strength to take him down. She turned to look at the last one standing, and he seemed visibly frightened. He nevertheless charged at her with a shocking device, which the girl easily knocked out of his hand. Roxanne punched him in the face really hard, knocking him out cold.

Panting, Ro looked around in a fighting stance, still on high alert as she made sure there was no one else coming to attack her. She had seemingly taken them all out. Once she made sure she was alone, she turned towards the open door through which Adela Franco had escaped. The red light in the room, now constant instead of flashing, only fed her anger as her panting turned into huffing.

"FRANCO!" Roxanne screamed at the top of her lungs as she ran toward the large door frame.

As she stepped through, someone who had been hiding right outside jumped at her and unexpectedly pushed her, making her fall to the ground on her side, sliding slightly across the tiled floor. Taken aback, she looked up to find the person responsible and fumed once she realized it was none other than Alejandro.

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AUTHOR'S NOTES: PHEW! This was probably the hardest chapter to write so far. Not in a "writing this hurt my heart" kind of way, but in a "it was a struggle to figure out how this scene would play out" kind of way xD I had a general idea of how Roxanne's first encounter with Madame Franco would be like, but figuring out the exact dialogue and how to make the inevitable exposition dump not overly "exposition-dumpy", so to speak, was more difficult than anticipated. Not to mention, ACTION SEQUENCES, which are always a struggle for me. Once again, thanks to Julienne for the huge, huge help.

And since I didn't wanna leave you guys on a cliffhanger (because this whole sequence is just too intense to interrupt), you guys are getting double chapter this week! So keep on reading >w<