(Recap: Peter's sick, only half the Avengers are at the compound and they're all asleep, the power was shut down and now there's an intruder in the compound. What's gonna happen? Read to find out...😉)

A sound jolted Peter into consciousness. It was fairly quiet and he probably wouldn't have noticed if not for his super senses. He looked around to see the rest of the Avengers asleep aside from Steve, who looked as if he had just woken up, blinking the sleep out of his eyes. Cap's hyper active senses must have picked the small sound as well.

The two locked eyes. They were both nervous. No one else was supposed to be in the compound unless the rest of the team had gotten off their mission early. Why hadn't FRIDAY woken them up when they arrived?

"FRIDAY, who's here?" Peter asked the AI just loud enough that it should be able to hear.

Except FRIDAY didn't answer.

He tried to repeat the same thing louder with the same result. He was beginning to get frustrated, but Steve shushed him, motioning for him to wake up the others. Peter complied, shaking Tony's shoulder. The billionaire woke with a jerk and blinked at Peter, whose body was starting to feel heavier by the second.

"Kid, why you wakin' me up?" Tony complained groggily. "It's pitch black!"

Peter rolled his eyes, but realized he was right. Vision, Steve and himself had good enough eyes to see, but the other five were blind. That was going to put a cramp in their style.

Before Peter could stop him, Tony shouted, "FRIDAY please turn on th-"

He was abruptly cut off when the sick teenager clamped a hand over his mouth. Tony turned his head enough to glare at the kid and mumbled something unintelligible. Peter hurriedly pulled his hand away, apologizing.

"Tony, we already tried that," Steve whispered. The half asleep heroes all gathered around him at a gesture.

"Why isn't FRIDAY responding?" Tony mumbled fiercely. "And why are we whispering?"

Steve was about to answer when loud crash interrupted. None of them could tell where it had come from. Tony fumbled for his phone and turned on the flashlight. No later did he notice the large flying projectile head straight for the oblivious Peter.

"GET DOWN," he shouted and lunged at the kid almost at the same time his spidey sense went off.

They rolled away as the rest of their friends scattered, taking cover behind whatever furniture was laying around. Steve flipped the couch and tensed for another attack. None came. It was silent once again, the only light coming from Tony's phone and the stars outside the window. The heroes could hear each other breathing hard.

"That was a surprise," Vision commented.

Sam whined. "Couldn't you have just caught it?"

"What is it?" Steve asked, creeping up as if the object were alive.

Tony turned his phone to face it. "That's...Pete's bed."

"What?" Peter managed before resolving into a fit of coughing.

He felt Tony's worried gaze land on him as the billionaire helped support him. All the jumping and dodging and flying around wasn't making him feel any better. In fact, he felt like he was going to...

"Bucket," the boy croaked. Bruce immediately understood, dumping what was left of the popcorn out of the big bowl and handing it to him. Peter promptly lost everything he had gotten to settle in his stomach.

"What would drag a bed half way around the compound just to throw it at us?" Wanda questioned. "There are plenty of other things it could have found."

"Or whom," Cap pointed out. "It could be a person."

"Who can hear you," a menacing voice cackled.

"Oh, hell no," Peter complained, instantly recognizing the voice.

"Language."

"Really, Steve? Now?" Tony gave him a pointed look. The billionaire had already attempted to call his suit to him with no luck, thanks to FRIDAY being shut down. Sam didn't have his wings, Hope had no suit and neither did Scott. Thankfully Peter had taken his web shooters everywhere he went after the Vulture fiasco. They gave him extra confidence. And of course Vision and Wanda were always suited up since their powers were part of them.

"Do you know who this man is?" Vision asked Peter as they formed a protective circle, back to back, in the dark messy room.

"Yup, we've met a few times," Peter looked into the dark. "Right (Okay don't groan on me) Doc Oc?"

More evil cackling. Peter was starting to think the good doctor had something in his throat. Peter coughed a few times, legs feeling like led stilts. His vision was blurring, but his defensive stance didn't falter.

"We don't seem to be...mmm how do you say it...on top of your game today do we Spiderman?" Doc sounded smug in the shadows.

"I could still whip your butt," Peter snapped, rolling up his sleeves in order to get to his web shooters. His skin was boiling and he wished he could just take the sweat shirt off, but he couldn't waste time.

"Does he know who you are?" Hope asked from his right. Peter nodded wearily. Everyday he was afraid Oc would go after his aunt to get to him. Now that she knew he was Spiderman, she knew of the dangers and they had an emergency plan, but that hardly made Pete feel any better.

Cap picked up a large metal platter as an imitation of his shield, though not a very good one. Sam held a broken chair leg defensively. Hope somehow made butter knives look deadly, swinging them around in graceful shapes. Scott scrambled around for something, anything, and unfortunately ended up with the no-longer-popcorn bowl. He gagged and leaned away, but didn't drop it. I mean, who would want to get its contents dumped on their face? Probably not Doctor Octopus, whoever that was. Hope looked at him and rolled her eyes.

"That's disgusting," she commented.

Scott only grinned at her. "Let's hope he thinks so too."

Peter glanced over to see how Dr. Banner was taking the stress. His glasses were crooked and he looked frightened holding a long, wooden serving spoon in front of him, but there wasn't any green yet, which was good. The last thing the team needed was an angry, confused hulk smashing around. Tony seemed to be having the same thoughts, standing next to Bruce with Steve's grilling tongs.

Wanda's hands were lit up red, the light of her power slowly slinking around the room, trying to find the villain subtly. Vision was scanning for life forms, but was surprised when he found none at all. Surely this Doc Oc would have a life reading of some sort?

Steve and Tony, on the other hand, kept giving their youngest member worried glances. Peter looked practically dead on his feet. His face was pale and his breathing was harsh. His fingers trembled, though his bare arms remained steady so that he could aim right. His curly brown hair was plastered on his head and his eyes flickered around anxiously in the darkness.

The doctor had seemed to show up at the perfect time to catch his old nemesis off guard. Maybe his timing is too perfect, Steve mused.

There was silence.

Suddenly a mechanical hand shot out of the darkness. It was heading straight for Peter. Hope didn't hesitate to plunge one of her knives straight into a fault in the metal, causing sparks to fly. Octopus growled and more legs flew out of the darkness, flashing around. It was too confusing to count. Most went for Peter, but a few dived for the Scarlet Witch, who could prove troublesome for the Doctor's plans. Caught off guard, she barley had time to cry out and jerk away before the metal clipped the side of her head, leaving Wanda as an unconscious heap on the floor.

Vision yelled her name and drove towards the tentacle that had dared to touch her. As he wrestled with it, the entire leg nearly came out of its socket. Octavius roared in anger and pulled one of his arms over to the Android to stick a needle into his mechanical neck. Vision froze instantly and dropped down beside Wanda, limp.

Holy...Captain was horrified. This one man had taken out two of the most powerful Avengers in mere seconds. Still he shoved the tentacles away, desperately defending the boy Oc had obviously come for. His plate was already a useless scrap. He had changed his tactic to throwing things in the general direction of the arms. Occasionally he was rewarded with a grunt of pain or a growl of anger, but most of the time he missed, not being able to pinpoint the spot, even with his hyper vision.

"Cap!" Scott skidded next to him and shoved something in his hands. "Throw this!"

Steve glanced down to see Lang's earlier weapon. He looked up at the ant doubtfully.

Scott flashed a smart-ass grin. "Don't miss."

Hope and Sam were standing back to back with the one and only Spiderman as tentacles assisted them. Sam marveled at how the one kid had dealt with this guy all by himself before. He was sick and he was still doing great, webbing legs together, flinging them away, flipping over them. He even half crushed one between his hands before Doc Oc pulled it away. The boy stumbled, fell and literally bounced back. Hope, on the other hand, was only seeing how much weaker he was getting. Guilt chewed at her for having him fight so hard after passing out earlier. They had to finish this now.

"It seems like your getting slow in your old age, Doc," Peter bit out, swallowing the bile that had risen in his throat as he dodged another arm.

Octavius hissed at him and launched a claw tipped leg aimed for the Spider's back. Peter's spidey sense tried to warn him, as always, but his strength was giving up. He had was hard time just giving snappy comments. He was getting slow. Slow enough to allow himself to be grabbed by dagger-like claws and pulled into the air. He yelled and struggled loudly, desperate to catch someone's attention.

The Doctor halted all his attacks on the Avengers as soon as he had snatched his prize. The tired heroes were breathing raggedly and sweating through their clothes by the time it ended. They looked on in horror to see their boy in the hands of that monster, nothing they could do to help him without their equipment.

The doctor stepped into the light to examine the boy and the team got their first look at the insane scientist. His dark hair drooped around his white face in dreadlocks and his freaky looking goggles sat on his ugly, disoriented face. His body was limp, hanging under the tentacles as if paralyzed, though no less threatening. Breathing tubes ran in and out of his suit, though never touching his scowling face which had put on the unusual expression of murderous joy on it.

"Peter!" Tony yelled in fear, jumping from behind the couch him and Banner had been rebooting the system behind. "Let him go squid, or I swear I'll-"

"Do what?" Octopus laughed. "You have no power without your toys Stark!"

Doc Oc reached another clawed tentacle to the trembling Peter and watched as the boy squirmed weakly. The claws easily broke his web shooters and probably his wrists. He cried out in pain, forgetting about his teammates for a few seconds. He whimpered quietly as blood ran from his nose and down his pale face. The Avengers watched it all with pained expressions.

Doctor Octavius only laughed. "Hmm...you know what Stark? Maybe I will put him down."

Tony did not like the sound of that. Neither did Peter. So when his spidey sense flared up and he prepared for the worst he wasn't surprised to feel himself flung through the air to break a thin layer of glass. Nor was he excited when he opened his eyes screaming to find himself free falling ten stories up.

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Holy quiznack, that was two times as long as normal. My fingers hurt from typing so much on my phone.
Hope you guys like this cliff hanger.
Because, ya know...happy endings will drive you away.
Thank you so much for the comments and such! I hope you like my crappy work.
I also hope you stick around to see what's next, web-heads😉

-Wanda