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Chapter Text

The Watchers, a race of beings dedicated to observation, could tell you there are far too many universes to count and accurately observe; some so different from one another they defy comprehension while some would take two lifetimes if not more to find the differences.

This is a tale of one such universe; an anomaly among anomalies.

In the world which is to be observed, New York City is still very much the metropolis...

"Look! Up in the sky!"

"It's a bird!"

"It's a plane!"

"It's…!"

No! No, not THAT Metropolis!

"Awwww…"

Don't worry, we'll see them later…..

"Yahoo!"

May I return to the story?

"Sorry."

Thank you. Or rather, Merci.

Anyway, this is still very much the New York City that we know and love/love to hate. However, the history of this particular New York is a little different.

Now, since an actual explanation would take an entire chapter to explain, here's the bare-bones version:

After the Hundred Years' War ended, many flocked to the new world to try and make better lives. Among these were various artists and sculptures of France, who would create many of the locations and museums we know and love today in our world's Paris in what would become this world's New York.

The Statue of Liberty? She was originally a gift FOR France, but they sent her back due to being 'boring.' A decision they have come to regret, I assure you.

Also, much like Central Park was once a village (dark chapter, we don't talk about that), this New York had a sizeable neighborhood akin to Brooklyn, Broadway, and Queens; a sixth point, one could say:

Only at this point, Gotham, despite the efforts of some, remained a rougher and crime-filled part of the city. And it's there where our story begins...

At first glance, Peter Benjamin Parker was your average teen.

A bright-minded young man with a gift in academics, what he had in brains, Peter sadly didn't have much in social skills. Most people often poked fun at him for his smarts and most girls he asked out turned him down.

However, his whole life changed in just one day when he and his class were on a field trip to Oscorp Industries, one of the leading tech companies in the world. While studying various types of spiders, a special genetically altered 'Super Spider' made its way to Peter and bit him, infusing its special genes into his DNA.

The next day, Peter discovered he had gained all the powers of a spider scaled up to a human. With these new gifts, he sought to earn money to support his beloved uncle and aunt, who were going through hard times but had always treated him well. And for a while, things seemed to be going well….

But one day, a robbery had occurred but Peter felt no need to get involved, a choice that would cost the life of his beloved Uncle Ben when that very same robber shot him in a haste.

Realizing that his powers were a responsibility he needed to uphold, Peter vowed to make sure the tragedy he suffered wouldn't happen to anyone else and formed a mask to become a symbol, watching over the innocent; Spider-Man.

Now, you think that would be it, right? Peter Parker AKA THE AMAZING SPIDER-MAN, the big hero of the city...but you'll soon discover he's not the only one...

Bruce Wayne was a boy born into privilege.

Son of philanthropist surgeon Thomas Wayne and chemist magnate Martha Kane, Bruce was the heir to the Wayne Family fortune, a wealth that dated back centuries. However, Bruce inherited his father's belief in using their family wealth to help those in need.

Sadly, tragedy struck when, at the tender age of 6, Bruce witnessed his parents being gunned down by a desperate mugger. The loss of his loved ones changed Bruce and he vowed to make sure these tragic events never happened to anybody else.

For the next ten years of his life, Bruce trained his mind and body, learning under various masters before finally creating a mask and suit to don whenever night fell and fight the criminal scourge, spreading fear into the hearts of even the most hardened crooks and low-lives. He became vengeance, he became the night, he became... THE BATMAN.

These two heroes have done all they can to keep their city safe while juggling their academics and social lives. However, neither knew of the other's identity...but soon, that would all change...

After a moderately quiet night, Spider-Man was heading home when he heard the sound of a scuffle underneath him. Glancing down, he saw a young man surrounded by several punks in clown face paint; the Jokerz Gang.

"Geez, that creep just HAD to restart the killer clown craze." The Wall-Crawler groaned, recalling some loony called The Joker from a few months ago. "Oh well, at least these guys are like Nazis; you CAN'T feel bad for pummeling them!"

The Web-Slinger leaped down behind the gang and readied a quip..only to realize there was someone else:

Someone emerging from the shadows with pointed ears and a stance that just screamed 'royally pissed off.'

"What the hell are you supposed to be?!" The leader of the thugs demanded the tall shadowy figure, who remained unresponsive.

Unnerved and angered, the leader rushed at the figure, who suddenly countered his sloppy blow and delivered a palm strike to his chin before grabbing his arm and twisting it 360 degrees, shattering all the bones inside as the leader screamed in agony before being knocked to the ground with a quick flurry of blows.

Spider-Man watched as the shadowy figure got on top of the thug leader and then pummeled him some more. The webhead couldn't help but cringe as he swore he heard something caving in before the shadow stood up, its head hung down as it glared at the broken and bleeding body of the leader.

"I'm vengeance..."

Scared but loyal, the remaining thugs prepared to avenge their boss.

THWIP!

"AGH!"

One of the thugs found himself being flung back onto a wall and pasted to it by a load of webbing.

"Now I know tall, dark, and edgy can probably handle himself, but don't you think ganging up on him is unfair?"

The remaining thugs started to hightail it out of there, only to trip on their own feet and be pulled back to join their leader. Seeing as the newcomer was tying them up, Spidey moved to help the would-be victim to his feet, but he ran away.

A sigh escaped both costumed characters as the newcomer turned to walk away.

"Okay, hold on. I need to know something...who are you? I mean, you said your name was Vengeance, right? Or am I reading that wrong?"

The other man gave Spidey a deadpan look before sighing as he turned and resumed walking away before taking out a grapple hook gun.

"I'm Batman."

Spider-Man's eye lenses widened. This was the famous Batman he had heard so much about in the news. He couldn't say anything else as Batman fired his grapple gun and began to pull himself away but not before saying some final words.

"And I know who you are, Spider-Man. Keep doing what you're doing."

With that, Batman grappled into the shadows, disappearing as Spider-Man stared at where he had been before sighing and rubbing the back of his head as he gazed over all the beaten thugs.

"Guess I better web these guys up. Don't want to leave a mess for the cops and all that...Wait, what?"

The Jokerz were already tied up. By the looks of it, the same kind of wire as Batman's grapple gun. And there was a note to the police:

A letter with a bat insignia on it.

Kind of like what Spider-Man would do….

"Oh, he did NOT just steal my schtick!" Spider-Man ranted. "Of course, you realize this. Means. War!"

At the same time, at an antique/massage shop, an old man was sipping some tea as he read the newspaper. The front page was, as usual, decrying the two costumed heroes we had just seen, calling them menaces and for them to register with the Avengers.

"Master?"

The old man turned to his small floating companion; a green creature that looked vaguely like a turtle. He spied the page and his eyes widened, then a small smile overtook his face.

"Now, master. As wonderful as the Miraculous would benefit…."

"Oh, no! No! No, no! Not for these two. I already have some candidates in mind. Just hoping that maybe these two will help them." Fu mused.

"That would be nice." His companion mused. "But how will you..?"

"I have a plan," Fu assured his companion.

"And you're certain this will end up better than….?"

"That was not my fault and you know it!"

The next day, Peter was going through classes at Lee Kane High. It was an average day; acing pop quizzes, effortlessly answering questions when called up…

"Hey Penis."

...and dealing with 'The A-Squad': Flash Thompson, Star Quarterback and former childhood friend of Peter before popularity went to his head. Liz Thompson, Flash's on-off girlfriend and head cheerleader. Sally Avril, THE Jerky teenage girl, and her much nicer boyfriend Randy Robertson.

They were also the stereotypical 'jerk popular kids' and Peter was their favorite target. Well, Flash and Sally's anyway, Randy and Liz were pretty nice.

"Flash. Liz. Sally. Randy." Peter sighed, prepping himself for another enclave of insults.

"How're you doing, Petey?" Liz asked nicely; she and Randy were the sensible ones of their quartet.

"Hanging on." Peter mused. "What can I do for you today, Eugene?"

"It's Flash, Penis!" The quarterback growled.

"No, it's not," Peter smirked, delighting in the embarrassment on the jock's face.

Once, he and Flash had been friends; next-door neighbors even. But then popularity came along and…

Peter found himself being lifted into the air.

"You must've studied too hard, Penis. Cause no one talks to me like that without getting a beatdown."

Peter wasn't even that scared. He had a few zingers in mind, but he also knew most would tick Flash off…then again, that would get him in trouble…and then he'd have to explain to Aunt May.

"FLASH!" A voice cut in, making everyone turn as a guitar riff accompanied a tall boy with black, slick hair and an angry look on his face. "Leave. Him. Alone."

This was Bruce Wayne, and he made that order as punk music filled the air.

"Also, nice guitar riff, Hobie. You been practicing?"

"I don't believe in trying, just doing!" Hobie Brown, self-proclaimed 'anarchist punk rocker' waved.

Flash, ever the prideful top dog, held fast.

"And if I don't, Wayne?"

"Then you can tell your dear old dad that he's not getting that Christmas bonus." Bruce retorted, a smirk on his face as Flash's face deflated. "I DO have some sway with the Board of Directors at Wayne Enterprises, after all."

With sweat dripping from his brow, Flash dropped Peter and stormed off in a huff. Liz helped Peter up and Randy handed him his bag and gave him a friendly pat on the shoulder before they rushed to follow him.

"Thanks, Bruce." Peter smiled as his oldest friend started dusting him off.

"When are you going to let him off?" Bruce asked, then recomposed himself. "Sorry. It's never a problem to help you, Peter. Just…Getting sick and tired of his ego, you know?"

"Well, he's better than Carl." Peter grinned weakly.

"Please don't mention him," Bruce scowled just as the bell rang. "Welp, time to head in…"

A smirk then crossed the heir's face as he turned to his best friend.

"What you say to whoever did better on the pop quizzes gets the other's dessert?"

"Oh, you are on! It's Sundae Week!" Peter beamed.

They say time flies when you're having fun and Peter and Bruce enjoyed their academics. Because of that, classes flew by like a warm summer breeze and soon, it was lunchtime.

"So, heard Batman and Spider-Man were spotted together last night," Bruce noted as he and Peter sat down at their usual table.

They had tied on the pop quizzes this time, so they both got to keep their sundaes.

"Yeah, crazy right? I mean, they both have operated during the day and the night but Batman is primarily a night guy." Peter noted. "And Spidey has always been a friendly neighborhood daytime hero."

"No way! You guys heard about it too?!"

The two boys looked to see their closest classmates and friends seeking a table; Alya Césaire, the head of the Newspaper Club, Nino Lahiffe, amateur movie maker and DJ who was very skilled and imaginative for his age, Juleka Couffaine, the timid goth girl, and Rose Lavillant, your traditional girly girl who was cute as a button and had the sweetness to match.

And finally, there was Marinette Dupain-Cheng, Peter and Bruce's surrogate little sister: Their mothers had been the best of friends and Thomas had eaten ONLY Pasteries from the Dupain-Cheng bakery before he died (something about tasting the 'art' of baking). Even after Thomas, Martha, and Ben died, the families remained close; the Dupain-Chengs had offered Peter and May an apartment in their building for almost nothing if they needed and Bruce always hired them for catering.

Mari, as many affectionately called her, was a talented but budding fashion designer, but also the class' 'big sister' and leader in all but name….mostly because Madame Bustier, nice as she was, was kind of lazy and Mari was not afraid to call out certain people.

"Alfred has the TV on all hours of the day," Bruce explained. "Don't tell me you're on the 'unmasking' them craze?"

"And why would I not?" Alya asked. "Jameson has offered a huge reward and/or job at the Bugle…On that, Pete? You should try snapping some pictures of them! You know…?"

That was an idea, Peter mused.

"Well, maybe they want to remain hidden for people they care about?" Nino asked. "I mean, you see it in all the superhero movies and shows what happens when people know that you know."

"Ah yeah." Julekla mused. "The 'kidnapped love one' cliché."

"And what those two do is dangerous, Alya." Marinette reminded her friend. "You could get hurt…or worse."

Alya smiled at the concern.

"C'mon Mari. If I can handle my little sibs….?"

"Then you'd last a little longer," Nino added. "No offense, but goons aren't kids."

"Can we move on from this?" Rose asked. "All this talk of danger is making me anxious."

"Well, you can't deny they're costumes do LITTLE for the imagination." Juleka smiled, making the girls blush.

"Well, maybe it was a happy accident, y'know?" Peter suggested as he picked at his food before his eyes trailed off to someone else.

"Um…Pete, you okay?" Bruce asked before noticing what his friend was looking at; a gorgeous girl with long wavey red hair, freckles, and a sweet smile.

"Ah, Mary Jane Watson, the girl next door~" Rose swooned happily.

"And one of the nicer ones, too," Marinette grinned playfully at Peter, who blushed and tried his best to avoid her gaze.

"COUGH-Chole and Sally-COUGH!" Juleka feigned sickness.

Nino chuckled. "Man, that girl's out of everybody's league. The only guy I see hooking up with her is old Brucie-Boy."

"She's not my type." Bruce shrugged as he returned to his food. "But I do agree, she is quite the catch for whatever lucky guy sweeps her off her feet."

Suddenly, Peter felt the tingle rushing through his brain. His patented "Spider-Sense" whenever trouble was about to occur. It just so happened that Mary Jane had just slipped on a spilled carton of orange juice, her tray going in the air.

Quick as a flash, Peter caught Mary Jane and her tray before skillfully catching all her food on the tray, not a single thing spilling. Everyone stared in shock at their friends' agility while Bruce, equally surprised, narrowed his eyes in curiosity.

"Those moves..."

"Wow." Mary Jane said as Peter helped her stand on her feet and gave her back her tray. "When did you learn to do that, Tiger?"

Peter and Mary Jane had been next-door neighbors since they were in grade school. The two of them naturally had a familiarity with each other that they had given each other affectionate nicknames.

"…Practice?" Peter answered lamely.

Mary Jane just smiled as she walked over to one of the nearby tables where the other popular girls of Lee Kane High were hanging out and gossiping together, including Chloe Bourgeois and Sabrina Raincomprix. Peter chuckled bashfully and sat back down at the table, trying to ignore the surprised stares of the others and the curious gaze Bruce was giving him.

"That was so cool, Petey!" Rose said, her eyes sparkling.

"You ever tried dancing?" Nino suggested. "I know for a fact that you'd be a hit with reflexes like that."

"Yeah, I tried doing that. I was too good for the judges." Peter admitted. "Well, that and they were biased to heck and back..."

"I hear that." Alya frowned, recalling covering that contest; Peter was too 'gangly', they claimed. Then, wanting to move the conversation away from this, she turned to her best friend. "So, Mari? How did the contest go?"

Marinette smiled brightly as she took out her notebook, revealing her designs for a kimono and a few hats.

"Well, I'm still waiting to hear the results, but I feel confident. I mean, the judge seemed DISGUSTED by what Chole turned in. Who in their right mind uses chartreuse?"

That got a laugh out of the gang.

"I bet you'd make a great costume.'" Peter mused. Honestly, he had considered making Mari his girl in the chair', but after what had happened with…

No, best not to think about that right now.

"Tell me about it!" Alya groaned in understanding before perking up. "Oh, on the matter of fashion….did you know that Adrien Agreste just transferred here?"

"Adrien Agreste?!" Rose gasped excitedly. "Son of Gabriel and Emilie Agreste, the fashion icons?!"

"Cool." Juleka casually said.

"Interesting…." Bruce mused. "My folks were old friends with the Agrestes; very private people. Wonder why they let Adrien come here?"

"Maybe they want him to act human?" Nino asked. "Sorry, that sounded mean…"

"We know what you meant, no worries," Peter said.

"Say, isn't that him right now?" Nino asked as everyone turned to see a blonde-haired boy with emerald green eyes nervously looking around, a lunch tray in hand. Marinette blushed and tried to avoid looking at him as Peter and Bruce noticed.

"Oh right, Marinette is his #1 Fan." Nino chuckled teasingly. "How does it feel to know the boy of your dreams is going to the same school as you?"

"S-Shut up, Nino!"

"Bruce, you know Adrien, right?" Peter asked, getting Marinette's attention. "What's he like?"

"…A pretty quiet guy," Bruce recalled. "Very nice, almost too nice, but his heart's always been in the right place."

The Wayne heir then made a note to keep an eye on Adrien, just to keep him from being taken advantage of in any way.

"Why can't this city ever be calm?"

Those were the words Peter was asking as he had just been heading home after school finished only to see a car chase in progress. Some punks had robbed the nearby bank.

Quickly ducking into an alleyway, he took out his costume from his backpack and put it on before webbing his backpack to a place where nobody could easily find it. He scaled the nearby wall and ran across the rooftops before taking a jumping start and swinging after the robbers.

As he closed in, he noticed a dark shadow running across the rooftops before jumping and gliding, a cape almost like bat wings spreading out as the figure dove toward the car and landed on top of it.

"Holy cow is that-?!"

Sure enough, it was Batman, out in broad daylight as he placed some kind of device on the hood of the car and jumped off, the device exploding with the force of a frag grenade and causing the car to crash into a nearby lamppost.

As Batman approached the totaled car, the thugs driving it came out with guns, only for Spider-Man to spring into action, webbing up their weapons and sticking them to the lamppost before diving down.

"Hey, this is a no-gun zone, you know!"

The two vigilantes easily laid waste to the low-life goons, leaving them to be tied up to their busted car as the police finally caught up to them, the two heroes already retreated to the rooftops.

"Yeah, sorry about that. I didn't know you were that active during the day too."

Batman nodded. "It's alright. To be fair, I didn't know you were active during the night as well...Peter."

Spider-Man's eyes widened before taking off his mask, a slightly panicked look on his face.

"I guess we should keep it even." Batman smiled, lifting his cowl to reveal…

"Bruce?!"

"Secret identity, remember?" Bruce said icily as Peter clammed up.

"How'd you figure it out?"

"Well, for one thing, you don't change your voice," Bruce mentioned. "Then there's the fact that your first hero act was…"

Bruce didn't need to finish that one.

"And your exhaustion in class, suddenly being decent at sports and the time you've ordered the chem lab to yourself, I assume that's for your web shooters…."

Peter lightly chuckled at that before an idea popped into his head.

"Why not team up?"

Bruce stopped himself from saying 'I work alone' He wanted to minimize people getting hurt because of him. But this sudden reveal? That his best friend was also a superhero? It changed everything.

"… Let's give it a shot." Bruce smiled, shaking Peter's hand as he reached for his grappling hook with his other hand. "Race you to May's?"

"Loser makes breakfast tomorrow?" Peter suggested.

"So, your wheatcakes? Nice!" Bruce grinned as he got started swinging away.

"Hey! Don't count your eggs before they hatch!" Peter quickly web-slinged to catch up.

"Oh, but they have," Bruce smirked. "Alright, new challenge: If I beat you home? You make a move on MJ already for god's sake!"

"Hey! These things take time!" Peter snapped.

"You already lost Gwen to Harry!"

"I don't see YOU making any moves on this mystery girl of yours!"

"It's complicated between us!"

Elsewhere, Bruce's butler and guardian, Alfred Pennyworth, chuckled as he listened in from the underground cavern known as 'The Batcave', where Bruce made all his plans and strategies for fighting crime.

"So nice to see Master Bruce acting like a boy his age again…" The Englishman smirked as he pressed a few buttons that made the Batmobile Auto-drive itself back home.

"Did you get the footage, Smythe?"

"As you requested." An old man with a relatively healthy body said as he showed a video recording of Spider-Man and Batman fighting the robbers. "Perfect data on both Spider-Man and Batman."

"Those loose cannons must be removed." The large man behind the desk said as he lightly pounded his fist on the oakwood. "They have both been putting a damper on my criminal empire for quite some time now."

"If I may, sir. There is somebody I do believe can handle them." Spencer suggested as his boss rubbed his chin in deep thought.

"What are you suggesting, Smythe? Forgive me for questioning you, but I am quite skeptical."

"You know Adrian Toomes? The former CEO of Toomes Aeroworks before it went bankrupt?"

"Ah yes, that old buzzard. His own stubbornness was his downfall. Now he's left circling for scraps...like a Vulture." The boss chuckled.

"Well, with the remaining resources he had, he managed to make something truly ingenious!" Smythe said as he showed a holographic projection of a suit of winged armor styled after a vulture.

"Ah, I've been hearing word of a string of robberies committed by a man dressed like a bird of prey. Are you suggesting what I think you are, Smythe?"

Spencer nodded. "Indeed. We ask Toomes to ally with us. Perhaps you can help provide him with some steady work?"

"Of course, any criminal seeking to make a name for himself will find themselves in good hands...with The KINGPIN."

The boss showed himself in the light, revealing himself to be bald and wearing a neat white suit with a purple collared shirt underneath. He chuckled maliciously as he prepared to make the call to his new partner...

Chapter Text

*Five Years Ago...*

Argeste Threads HQ

"Do you even realize what you've done, Toomes?!"

"I can assure you, Mr. Agreste, it was only a slight miscalculation on my part."

Gabriel Agreste rarely if ever got angry but Adrian Toomes, founder, president, and CEO of Toomes Aeroworks, was really pushing his buttons.

The two had made a business deal with Toomes providing new security measures in the form of his patented 'Tech Flight'; a personal anti-gravity suit that enabled the user to glide through the air.

However, one of Gabriel's most trusted workers had been tasked with testing the technology...and lost his life when it went haywire and he fell to his death.

What really infuriated Gabriel was how dismissive Toomes was of the loss of life, only caring about his precious technology and how it could be improved. The whole accident was seemingly just a minor inconvenience to the old man.

"Miscalu…? A man was killed, Toomes!" Gabriel snapped.

"You have other workers." Toomes remarked as if it was the most obvious thing in the world.

"That's not the…!" Gabriel started, only to realize he might as well be speaking to a wall. "This is the last straw. Get out!"

The Agreste family bodyguard, affectionately known as 'The Gorilla' came behind Gabriel and took Toomes by the shoulder.

"After today, I am suing Toomes Aeroworks for every penny I can get for the grieving family, and I will not rest until the company is liquidated," Gabriel promised.

"What?!" Toomes shrieked. "You can't sue me! This company is my life!"

"Sorry, you old buzzard, but you're out of the game." Gabriel scowled. "Might as well go into the retirement home where you belong, I have very good lawyers. We don't need men like you endangering the lives of good-working people."

With that, Gabriel turned and took his leave, slamming the door in Toomes' face as he did so.

*Present Day*

Toomes growled as he sat in his dingy apartment. After the lawsuit, his company was bankrupted, and everything he had worked for in life was taken from him...

Well, ALMOST everything.

No, hidden in his closet were the remnants of his Tech Flight, his pride and joy. He had used it to commit a string of robberies lately to make ends meet and slowly build it into the perfect battle suit. So far, he had managed to stay under the radar, not even getting the attention of those meddlesome teenagers in spandex. But he knew sooner or later, they would trail him down and he still needed time for his ultimate revenge.

Sipping a glass of wine, Toomes turned his attention to a dartboard with Gabriel's picture on it. Said picture was riddled with holes made by darts.

"Soon, Agreste, you will pay for taking everything from me!"

Suddenly, his phone rang and, not wanting to risk if it was the police or some nosy telle-caller, he answered.

"Hello?"

"Mr. Adrian Toomes?"A charismatic baritone voice spoke on the other end, making Toomes' eyes widen.

"Fisk?! Why are you calling?"

"I've heard about your monetary troubles ever since the tragic loss of your company all those years ago. I've also noticed a little pattern about this thief that's been flying around."

"What are you talking about?" Toomes asked, feigning ignorance.

"Don't think I haven't recognized the technology. An ingenious use of your Tech Flight, I must say." Fisk said on the other end. "In fact, I very much think that, if you're willing to accept my job application, you can get your revenge on Mr. Gabriel Agreste for his transgression against you."

Toomes clenched his hand around the phone with a scowl at the mention of that name. He didn't need any further convincing than that.

"I'm listening..."

At Lee Kane High, Adrien Agreste nervously made his way to his locker. It was only his second day and already things were rotten. He had shied away from just about anybody, even those who tried to approach him and be friendly.

"Why would anybody want to be friends with a spoiled dweeb like me anyway?" The boy sighed.

He honestly didn't know why his parents suggested he go to school and try to make friends. It never worked out at any of the previous schools he went to, why would this be any different?

Suddenly, a fist came dangerously close to hitting him. He let out a short yelp of fear before turning around to see his attacker.

"Well well well, if it isn't widdle Adwien Agweste." Carl King, the biggest bully and punk in school, said with a grin and a furrowed brow. "What's wrong, rich boy? Cat got your tongue?"

"U-Um, n-no, I'm not really doing anything so I'll just be on my way!" Adrien nervously laughed only to be grabbed by the collar and pinned to the locker.

"What? Think you're too good to talk to us poor folk?" Carl asked with a sneer. "Seems like somebody needs to knock you down a few pegs."

"Hey, King!"

The punk turned around, only to suddenly be punched in the face by a sort of familiar-looking older boy with slicked black hair and narrow blue eyes. Adrien fell on his butt as the bully went down like a sack of bricks, clutching his broken and bloodied nose as a hand was offered to the Agreste heir.

"Hey, Adrien. Long time no see."

"B-Bruce?" The younger blonde nervously asked as he was helped to his feet. "I-Is that you?"

"Surprised you recognized me, it has been a while. I saw you in the cafeteria the other day but you didn't seem to want to talk." Bruce smiled. "How's it been? Haven't seen you in years."

"I-It's fine..." Adrien said, rubbing the back of his head. "Mom and Dad figured it'd do me good to go to a public school, make some friends and all that."

"Well, it's a good thing you were enlisted here," Bruce said. "How are your folks doing anyway?"

"Oh! Mom and Dad are fine, for the most part." Adrien said. "What about you? How's Alfred doing?"

"He's doing alright. Keeps me up at night with those soap operas of his." Bruce chuckled as the lunch bell rang. "Come on, I have a few people who'd love to meet you."

The younger teen was nervous, unsure if any of them would be accepting of him. Thankfully, his worries would soon be proven unfounded.

"Sup, bruh?" Nino smiled as he sat next to Adrien, Bruce already sitting on the other side next to him. "The name's Nino."

"H-Hey, Nino. I'm Adrien."

"I know this is a little forward, but do you wanna hang out with us after school?" Nino asked.

"If you can, that is," Alya added, sitting across from Adrien along with Marinette, Juleka, Peter, and Rose.

"Um..." Adrien turned to Bruce, who smiled and nodded as he turned back with a smile. "Sure! I'd love to! I'm probably gonna have to check my schedule first but I think I'm free!"

"Awesome!" Rose beamed before turning to Marinette. "You hear that, Marinette? You get to hang out with THE Adrien Agreste! And he's such a sweetie, too!"

"ROSE!" Marinette shushed as Bruce chuckled.

"She's a big fan of you." He whispered to Adrian. "And yes, I mean you, not your modeling ads. Although she does…"

"BRUCE!" Marinette shrieked, leaping to silence her big brother figure, who casually bobbed and weaved as Peter smiled and held his hand out to Adrien.

"I'm Peter Parker, welcome to the Loser's Club."

"Oh, you read IT by Stephen King?" Adrien asked. "I watched the movie...well, the version with Tim Curry anyway."

Peter beamed, his liking for Adrien now assured. "YES! Tim Curry is a gem but Bill Skarsgard is great too!"

"Honestly, I think Skarsgard was TOO scary." Adrien recounted. "I spent half the movie thinking 'no way I'd trust a clown that creepy' if I was a kid."

"THANK YOU!" Alya shouted to the heavens, making herself known. "Oh, um…. sorry, Alya. School paper paragon and big sister."

Adrian shook Alya's hand before adding.

"I got no insider knowledge on mom and dad's work."

"…Wow, you really have only met the worst press." Alya grimaced. "I am so sorry."

Adrien now felt ashamed and worriedly shook his hands to apologize.

"Oh no! No, no, no! I'm sorry, I shouldn't have assumed!"

Bruce smiled, glad to see that Adrien was already making friends that he knew were trustworthy. The billionaire playboy didn't notice out of the corner of his eye that Chloe Bourgeois was staring with an annoyed twitch of her eyebrow.

"Come to think of it, the Bourgeois and Agreste families have been close for a long time..." Bruce recalled. "Guess she must be feeling left out. Then again, that attitude of hers doesn't do her any favors…."

Taking a break from their fashion empire, and wanting to be there for their only child, Gabriel and Emilie Agreste decided to pick Adrien up from school.

"Gabriel, please calm down." Emille begged her husband, holding his hand in her own. The hints of a smile crossed his face, but he remained serious and stewing in thoughts.

"Sir, if anything bad had happened to Adrian, I'm sure we'd have heard it by now." Nathalie, Emilie's best friend and VP of Agreste Threads, tried to assure her friend.

"…You're lucky you were never bullied, Nathalie," Gabriel said, unpleasant memories filling him. Of the Agreste parents, he had taken the longest to allow his only son to go to school after receiving a home education. For good reason, he assured; on top of Adrian's 'fans' and the paparazzi, Gabriel's educational years had been…less than ideal.

So, you can imagine his surprise and relief when he saw his son animatingly chatting and joking with a gaggle of students, at least one of whom looked familiar….

"Bonjour, sweetie!" Emilie beamed as she helped herself out of the car and hugged her son, who blushed in embarrassment. "I take it you've had a good day?"

Adrian nodded as he saw Nathalie and his father step out.

"Mom, Dad, Nathalie. These are some of my classmates: Nino, Alya, Rose, Juleka, Peter, and Marinette."

Bruce had moved to the side as was on a call with Lucius Fox at the moment, plus Adrian thought his parents would recognize the Wayne Heir.

"Um..if it's okay with you?' Juleka said. "We had invited Adrien to hang out with us for a few hours."

Emilie beamed. "Only a day and already an invivte with friends? My, oh quickly you work, sweetheart."

"Mom….!" Adrien groaned, not noticing Marinette cooing at his embarrassment..but Gabriel did.

"Well, I certainly won't hold you lot back," Gabriel muttered but with a smile on his face. "Schedule?"

"The cameraman for Adrian's shoot had to reschedule, so he can have three free afternoons," Nathalie said after checking her pad.

At this time, Bruce ended his call with Lucius and overheard that last bit of information.

"Three free afternoons eh?" He smirked at Adrian. "I think we can squeeze in some making up in that."

"Bruce? Bruce is that you?" Emilie asked. "Goodness! You're looking more and more like Thomas each day."

"Merci, Emilie." Bruce bowed respectfully. "And I see Adrian is taking after the best of you too as well."

"Oh please, Adiren takes more after her than me. But it is good to see you still haven't lost your heart, Bruce." Gabriel smiled. "Especially after what happened to Thomas and Martha."

The air went cold at that…And Gabriel tensed and stomped on the ground at bringing that up.

Bruce nodded sadly. "No worries, Msr Agreste. I've...been holding up. Peter and Marinette have helped in that regard."

"Ah, yes, the Parker boy." Gabriel nodded. "I've heard he's the smartest in his year."

"Possibly the city too," Rose added, pushing Peter forward to give a modest wave of greetings.

"And…Marinette, was it?" Gabriel asked, spying the Chinese-Parisan girl. "Your last name wouldn't happen to be Dupain-Chang, would it?"

Marinette, for her credit, managed to nod and respond with a timid:

"Um, y-yes sir. W-why do you ask?"

Adrian immediately began to grimace, as did Emilia; Gabriel rarely meant it, but he was an incredibly stern and serious man

Gabriel handed Mari a card.

"I imagine running such a successful bakery is busy, so whenever you and your parents have some free time, come over and we can go over the paperwork for starting the selling of your designs."

Marinette, frozen in place, managed to inwardly squeal

'Happiest. Moment. Of. My life!'

Before more conversation could be had, the sound of soaring wings was heard as everyone turned to see a winged humanoid fly in. As it got closer, they noticed it was a man in a dark green armored suit themed after a Vulture with a respirator styled after a beak and an orange visor.

"AGRESTE!"

Gabriel gasped, realizing that the man was aiming for him. Before he could get out of the way, the man scooped him up by the shoulders with talons from his boots and carried him off into the air.

"GABRIEL!/DAD!" Emilie and Adrien cried.

"OH NO!" Marinette cried.

"W-What do we do?!" Rose asked in a panic.

"Call the cops!" Peter urgently said.

"Already on it!" Nathalie said, taking out her phone, having speed-dialed the police.

"We'll get help!" Bruce said as he and Peter rushed off, heading in separate directions after making sure nobody saw them before donning their costumes.

As Gabriel struggled in the hold of his flying assailant, he looked up to recognize the face of his abductor.

"Toomes?!"

"Not Toomes now! I'm what you called me all those years ago, Gabriel! I'm THE VULTURE!"

"I called you a BUZZARD!" Gabriel snapped indignantly. "Seems you really are going senile if you can't even get the name right!"

Toomes, or rather The Vulture, merely sneered as he threw Gabriel into the air, causing him to scream as he plummeted to the ground, only to be caught again and dragged through the air once more.

"Toomes, stop! What will any of this accomplish?!"

"A means to an end, Agreste!" Toomes smirked. "You will reimburse everything you took from me in that lawsuit and publicly apologize for your transgressions against me!"

"You really are a self-centered old fool!" Gabriel scoffed. "That man had a family, you know! The fact that you would so callously brush off the loss of a human life! 'Testing phase', please!"

"I may be an old fool, but I am NOT a patient one!" Vulture snarled.

Suddenly, Gabriel was grabbed by a web and pulled out of Vulture's grasp. The Fashion Mogul found himself caught in the arms of a very familiar red and blue spandex-clad teen hero.

"Whoa! You play Hot Potato hardcore!"

"Spider-Man?!" Vulture scowled. "I should have known sooner or later you'd snoop your nose around where it doesn't belong!"

Suddenly, a cable wrapped around Vulture's leg, yanking him back as he tried to give chase and giving Spider-Man time to get Gabriel to safety, setting him carefully back on the ground.

"You do realize that this doesn't mean I advocate for you."

Spider-Man shrugged. "Eh, I'm mostly freelance, so don't worry."

Gabriel merely nodded and headed inside, taking out his phone to contact his family and let them know he was safe as Spider-Man jumped into the air after Vulture, who had ended up dragging Batman along when he tried to hold him down.

"Sheesh, for an old man, he sure pulls his weight!" Spider-Man noted as he swung beside his partner.

Batman just rolled his eyes and disconnected the cable from Vulture's leg, spreading his cape out and gliding across the city streets as Spider-Man zipped up to the flying fiend and kicked him in the stomach.

"Trick or treat!" The Webhead taunted as he began web-slinging backward while Vulture gave chase. "I mean, you ARE celebrating Halloween in February, right?"

"You and I are certainly ones to talk," Batman said, having used his Grapnel Gun to shoot himself across the building to extend his airtime and glide above Vulture.

"Why do you two defend that fool?!" Vulture growled. "Do you realize everything he took from me?!"

Batman grappled onto Vulture's back and held on tightly, grabbing the old man in a chokehold, and making him spin out of control before crashing into a nearby billboard.

"I remember that lawsuit. Gabriel had a very good reason for doing so!" Batman said. "YourTech Flight resulted in an innocent man's death and you refused to take responsibility for it."

"It was only a testing phase!" Vulture said as he got up and flew at Batman. "You can't perfect something without making mistakes!"

"Causing a guy to death from testing your crummy tech is more than just a mistake, Beaky!" Spider-Man said, suddenly slamming on Vulture's back, slamming him onto the rooftop mid-flight before flipping off him and joining Batman's side.

"And now, with attempted murder, you're going away for a long time." Batman said, reaching into his belt and taking out a pair of cuffs.

Vulture snarled, refusing to give up as he sprung to his feet and swiped his wings, sending out feather-like daggers at the two, making them jump out of the way and giving Vulture the opportunity to fly off.

"Oh no, you ain't flying away from us!" Spider-Man said as he resumed web-swinging after the villain, Batman calmly tapping the side of his cowl.

"Alfred, call in the Bat-Copter."

"Right away, sir."

Spider-Man continued chasing the Vulture across the city skies, the flying fiend looking desperately for Gabriel so he could hunt him down again. However, he was smacked in the face by a Web Ball, causing him to stop mid-flight and struggle to pull the webs off as Spider-Man stuck to a building beside him.

"Come on, Gabriel is no fun! Play with me instead! I'm the life of a party!"

Vulture scowled and flew at Spider-Man thrusting one of his wings to stab him, only to punch through the window as Spider-Man jumped out of the way. As the Wall-Crawler dodged, he noticed a black helicopter coming in and saw Batman piloting it, giving him a thumbs-up.

"I see what you're planning, Bruce. Two birds, one stone!"

Spider-Man then flipped above Vulture and clung to the underside of the Bat-Copter. As the flying fiend pulled his arm out of the window he punched through, he turned and flew back toward the Web-Head.

"Did you really think you could hide from me there?!"

"He wasn't planning on hiding!" Batman said as Spidey jumped onto Vulture's back and forcibly dragged him into the rotors of the Bat-Copter, forcing his wings through it and tearing them up.

"Sorry, Bats! Hope that didn't cost too much!"

"It's fine! This can be repaired easily!" Batman said as he piloted the Bat-Copter away to a safe area.

Meanwhile, Vulture's destroyed wing was making him fumble in the air as Spider-Man kept hold of him.

"M-My wing! I can't steer!"

"Yeah, but we're both still airborne!" Spider-Man noted before smirking underneath his mask as he punched his fist through Toomes' suit and pulled out some kind of high-tech battery. "You know for a guy who got sued to heck and back, you certainly were able to afford some fine tech!"

"YOU IDIOT! YOU'LL KILL US BOTH!" Vulture cried in horror as without the battery, his suit had no power and both he and Spider-Man plummeted to the ground.

"Uh, you do realize I have webs, right?" Spider-Man scoffed as he webbed up Vulture in a cocoon and hung him upside-down by a nearby lamppost before swinging onto the nearby rooftop. "No scraps for you tonight, Vulty!"

"…I think I hate you more than Agreste."

Vulture was quickly arrested, snarling and hissing as the police took him away.

The kids quickly reunited with the Agrestes, just as Peter and Bruce returned.

"Oh, thank goodness! I lost sight of you after six blocks and then followed the police cars." Peter said, feigning gasps for air.

"At least you kept looking," Bruce said with shame. "Vicky and her press friends cornered and followed me."

The Agrestes all growled at that, having dealt with paparazzi. Meanwhile. Alya tensed, her reporter instincts taking over.

"Wait…Vicky? As in Vicky Vale?! You know THE Vicky Vale?!"

"Who?" Adrian asked.

"Alya's heroine; about our age and already managed to write some award-winning stories." Nino said. "Queen Industries inheritance scandal, Lew Moxon…Wait, DO you know her, Bruce?"

"…Regretfully," Bruce grumbled through his teeth, fighting the urge to throw up as he continued. "We…um…we dated."

Rose was about to coo before Juleka stopped her.

"I'm guessing she's NOT...?'

"DEAR GOD, NO!" Bruce snapped. "I'd sooner get back with Talia! She is NOT Sel…Um…I mean…Oh, geez."

And now he was blushing, having almost revealed who his 'special lady' was. The girls were intrigued and cooing, Peter and Nino grimacing and wondering just how bad things had gone for Bruce to act like that.

Also, who the heck was this 'Talia' he similarly didn't speak highly of….

"Huh. So that's what I look like." Marinette and Adrian said together. Realizing what they'd done, they chuckled and turned in embarrassment, hiding blushes as they did so.

"So, what exactly happened?" Peter asked half to save Bruce from embarrassment. "I think I overheard the cops saying something about 'masked men'?"

"Both Spider-Man and Batman saved me," Gabriel explained.

"AND WE MISSED IT?!" Ayla, Nino, and Rose all gasped.

"Guys!" Marinette snapped at her friends. "Tact!"

The trio looked down in shame as Adrian once again asked his father.

"Are you sure you're okay, dad?"

"Toome's claws only scratched my suit, son. Nothing even the most basic stitch job can't fix.

"Well, no matter what that blowhard Jameson says?" Emile said with a gracious smile. "Those two will always have the Agrestes in your corners."

Peter beamed and fought back tears of gratefulness at those words. Bruce smirked, his mind then returning to Chole.

'I know I shouldn't be asking for it, but it would be nice if something happened so that her dad would support us too…Ah well, no need to think about that now.'

"I'm guessing the hangout is canceled…." Adrien sighed; knowing his parents, they'd want to keep him close.

"Why?" Emilie asked.

"In fact, it might be best for you to be with your friends, son." Gabriel said, looking over to Nathalie.

"The press release is an hour and after that, you'll need to make some statements not only to the police but also the Board." She explained, already annoyed, then smiling at Adrien. "Go and have some fun."

"...Really?" Adrien beamed. The Gorilla playfully shooed him away as a limo pulled up.

"Lift to Wayne Manor for Master Bruce and friends." Alfred announced as the kids raced in, Peter and Bruce entering last, so they could have a quick chat:

"Say…where is your…?' Peter asked his best friend.

Bruce simply pointed to his bag, which shocked Peter.

"What? You expect me to duck into a phone booth or closet?" Bruce asked.

Peter tensed and blushed, before asking:

"What's a phone booth?"

Meanwhile in Metropolis, a bespecled farmboy sneezed.

"…Yeah, I need to hang with you guys more, Alfred's soaps are getting to me."

"You're lucky my lawyers were able to bail you out, Toomes." Kingpin said as the old man came into the room. "You will have your revenge in due time, but for right now, you must lay low."

"I WILL have my revenge not just on Agreste but Batman and Spider-Man as well," Toomes growled.

"And you will, old friend." Kingpin nodded. "Take this time to improve on your failures and prepare for your next confrontation. Learn from your mistakes and you will be stronger for it."

"Thank you, Fisk." Toomes nodded as he left the room. "I will..."

Kingpin sighed as he turned to his computer, where several of the other notorious crime lords of the city were on a video conference call.

"Gotta say, you nabbed yourself a good one, Fisk." Carmine 'The Roman' Falcone said. "Don't suppose you could lend the old buzzard to us for a day or two."

"Toomes is strictly under my employment now, Falcone." Kingpin advised. "But I'm sure you and your family can manage without his assets."

"All these freaks with their fancy toys and costumes." Roman 'Black Mask' Sionis scoffed. "People in this town used to know who called the shots. Now any loser can dress up like it's Halloween and go out thinking they own the joint!"

"True, times are changing, for better or for worse." Kingpin nodded. "And even we have to adapt to these changes, my friends."

"The only problem is...I don't think Vulture will be the first of these 'Super-Villains' to show his face in town." Lonnie 'Tombstone' Lincoln noted.

"And trust me on this, Mr. Lincoln..." Kingpin smirked. "We shall place our own monopoly on them in due time..."

Chapter Text

It was a relatively quiet night, most people were currently asleep, not knowing that a large winged shadow was flying overhead, its sights set on Phoenix Pharmaceuticals.

A lone security guard was making his rounds while also having a little fun by recording his voice.

"Testing 1-2-3, Testing 1-2-3." He then put on his best showman voice. "You too can be a highly paid radio personality in your spare time! Just call the Gotham Institute of Broadcast Arts! Call the-"

He was interrupted when a loud shattering sound was heard in one of the rooms. Quickly making his way to investigate the disturbance, he saw nothing out of the ordinary except for a broken glass window.

"Did someone break in?"

Nervously, he readied his taser for whatever intruder was nearby. However. what he didn't know was that said intruder was right behind him and he didn't notice...up until he heard heavy breathing going down his neck.

Shakily turning around, he cried out in horror at the sight before him and took out his taser, trying to stun the hostile figure before him. However, it merely let out a furious shriek as it shrugged off the electricity before picking him up and throwing him out the broken window and into the nearby river...

"I didn't authorize this statement, Detective."

Commissioner James Gordon was with Detective Harvey Bullock and Lieutenant Roger Raincomprix in the office of Mayor Andre Bourgeois. Bullock had placed down a newspaper article regarding the assault on the security guard from Phoenix Pharmaceuticals. He survived but was hospitalized.

"Come on, Commissioner. Somebody asked me a couple a' questions, I just gave 'em a couple a' answers."

"You gave them without my approval," Gordon said sternly. "If you'd have just kept quiet, he wouldn't know we're moving against him."

"I'll find him! Just need a little extra help, Mr. Mayor." Bullock said as he turned to Andre.

"What kind of help?"

"I want my own tactical squad for the sole purpose of throwing the net over this 'Batman'."

"Commissioner?"

"I've already denied the request. Nobody's taking a vigilante force onto MY streets."

"Your Honor, any nutcase that dresses up like a bat sooner or later is gonna snap," Bullock argued. "At least that Spider-Kid is acting like a friendly neighborhood boy scout around town during the day."

"I don't know, it doesn't seem like Batman's MO." Roger pointed out. "My daughter Sabrina is a big fan of him and Spider-Man."

"I think we can spare a few men, Commissioner. Detective Bullock does manage to get results more often than not." Andre pointed out. "I'm authorizing the strike force."

Gordon sighed and shook his head while Bullock rubbed the back of his head, flattered at the mayor's words.

"Just be sure the DA's Office can give me an airtight case, sir."

The sound of a flicking silver dollar was heard as everyone turned to see a man sitting cross-legged in a chair cooly, catching the coin and holding it up. This was District Attorney Harvey Dent.

"If you catch 'em, Harvey, I'll put 'em in jail for ya."

"Gotham District Police declare war on Batman?"

"I gather you've been reading how to make friends and influence people." Sarcastically commented Alfred as he poured Bruce a cup of tea.

The Wayne Heir simply gave his faithful butler and father figure a wry smirk before frowning.

"Somebody is setting me up."

"My heavens! You mean it wasn't you tossing guards out of windows last night?"

"I only toss butlers, Alfred." Bruce smirked before turning to his computer. "Look here, there were two very quiet burglaries at other pharmaceutical companies this past week. Nobody hurt like last night...but chemicals stolen all the same."

"And you suspect a pattern?"

Bruce pulled open the bust on the counter and pressed a hidden button in the neck as a secret entrance opened leading to the Batcave.

"Only one way to find out." He said as he prepared to slide down the pole and get suited up for tonight's excursion.

"I'll cancel Master Bruce's rendevous with 'Bambi' was it, sir?" Alfred smirked as Bruce rolled his eyes.

"Yes, Alfred, do that."

"No way Bruce assaulted a guy." Peter said. "Honestly, it was bad enough when Jameson was slandering me..."

"Peter, are you alright?" Aunt May asked, making Peter quickly clam up as he turned to his beloved aunt.

"N-Nothing, Aunt May! Just a little annoyed at how the Daily Bugle and the police seem to have it out for Batman tonight."

"Oh, I heard about what happened at that pharmacy lab." Aunt May said. "Simply terrible. Though I must admit, I don't see someone like Batman just randomly assaulting innocent guards."

"Me neither, Aunt May..." Peter muttered. "I'm gonna head out. Marinette needs help with a school project."

"Tell her parents I said 'Hi'!"

Peter nodded as he left the house, slowly lifting his clothes to reveal he already had his Spider-Man suit underneath. Neatly placing them in one of his hiding spots, he then webbed off to Phoenix Pharmaceuticals.

"Alright, time for Detective Spider-Man to do a little Superhero Investigating..."

Reaching the building, Spider-Man quickly crawled along the walls, looking around to make sure nobody spotted him as he noticed a door opening to see a couple walking out.

"C'mere, you."

Taking the opportunity, Spider-Man quickly crawled inside, making sure not to make any noise to alert the two lovebirds. However, he didn't need to worry as a familiar bat-shaped silhouette flew in overhead, drawing their attention as they gasped.

"He's back!"

"I'll call the police!"

As Spider-Man crawled inside, he noticed a familiar shadow lurking in the room and quickly flipped down in front of him.

"Hey, Bruce. Didn't know you were doing some detective work too."

"Whoever the real culprit is, they'd have had to leave some clues behind," Batman noted, not at all surprised by his fellow hero's entrance. "Follow my lead."

The two made their way to where the crime took place, where a lone policewoman was standing guard and reading the evening newspaper. Batman held up a finger before reaching into his utility belt and rolling some pellets across the ground. The pellets released a pink smoke that only took one whiff for the policewoman to fall unconscious.

"That's certainly not gonna go over well with the cops."

"Raincomprix to Bullock!"

Detective Bullock was doing his rounds in his car when he got the radio message from Roger.

"Yeah, what's up, Roger?"

"The Batman's just been sighted breaking into Phoenix Labs. Thought you might be interested."

Bullock scowled. "I want my squad there backed by choppers and as many officers as you can get NOW!"

"So, what have you found?" Spider-Man asked as Batman finished scanning the room with his Detective Vision, having picked up a few things.

"I found this radio that the security guard who was attacked no doubt had." He said, pocketing the radio in question. "I've also found some hairs. They don't match any DNA signature in the database."

"Well, that's weird. You're saying that the attacker isn't human?"

Before Batman could answer, they noticed a bright light coming in and the sound of choppers and police cars arriving.

"Oh great, this is just gonna give JJJ more ammo against me...!"

The two heroes quickly made to escape as down below, Bullock had arrived, his strike force all gathered along with Roger and some of the police officers on duty.

"Alright, you jokers! Pipe down!" Bullock barked out to his men. "He's in there. I want him by any means necessary!"

The strike force nodded and headed inside as Gordon arrived as well, Bullock smiling as he turned to his boss.

"Commissioner! You're just in time to see us hang this bat upside-down."

"You sure he's in there?" Gordon asked."

"The chopper pilot just spotted him on the fourth floor. For some reason, Spider-Man was with him."

"Well, he can't be in two places at once. Another pharmaceutical factory was just robbed in Brooklyn. You've got the wrong guy!"

"What?!"

"I knew Batman was innocent." Roger nodded to himself.

Back with Spidey and Batman, the two were making their way back to the area where they came, only to see Bullocks' Strike Force coming in.

"You! Stop right where you are!"

"Let me handle this. I've just been developing a new toy I wanted to test out." Spider-Man said to his fellow hero as he tossed out a strange gadget.

Everyone looked at the gadget curiously as it blinked rapidly before exploding in a mess of webbing, causing the strike force to be tied up, some even pinned to the walls and one unlucky guy even stuck to the ceiling.

"Web Bomb, baby!" Spidey cheered as he and Batman got in one of the elevators and went down to the third floor. "Probably shouldn't have done that. Now Jameson is gonna have more words to use against me..."

"If he causes problems for you, just call me."

The two exited onto the third floor, only to see another group of Bullock's Strike Force having just come in investigating.

"Hey, there he is!"

The squad opened fire as the two heroes ducked into a nearby room. The leader of the squad quickly took point and headed inside, searching for the vigilantes before cautiously taking out a tear gas grenade.

"This'll smoke 'em out!"

He then threw out the grenade, not realizing that the room he was in had many flammable and otherwise explosive substances inside. He realized too late when he saw a gas canister that the grenade bounced off of and knew he wouldn't have time to clear the blast zone.

Suddenly, a web line snagged him on the back and pulled him out the nearby window. Spider-Man caught him over his shoulder and swung out of the building along with Batman as the room exploded behind them. The heroes then landed and placed the squad leader safely on his feet before heading off into the night.

"Are you okay!" Roger asked as he, Gordon, and Bullock hurried off.

The squad leader said nothing, simply slumping over as he groaned before falling on his back, needing a moment to recover from his near-death experience.

The next day, Alya was reading the incident at Phoenix Labs on her break and was, to put it simply, annoyed at Jameson's slander of Spider-Man.

"Where's his proof?" She asked. "I mean it! Not one line in the article gives anything of evidence beyond Spidey being in the same location. All they do is hammer the fact he was on the scene when something and think that's enough for a story. Honestly…You'd think the guy has a hate boner for masked people. Spider-Man was probably only investigating the labs to prove Batman was innocent!"

"Yeah, it really is kind of annoying..." Adrien muttered as he looked to see Marinette chatting with Peter and Bruce, a fond smile crossing his face.

"Should we give you some alone time, Romeo?"

Adrien jerked up when he turned to see Alix Kubdel, the resident sporty girl at school, smirking at him along with Rose, Juleka, and Mylene Haprele, the school's resident peaceful activist.

"Um, well, you see-!"

Nino smirked. "Busted, Bro."

"What is this, you're third week here at school and already you've started crushing on Marinette just as hard as she's crushing on you." Juleka giggled. "It's honestly kind of adorable how dense you two are."

"I-I mean..." Adrien groaned and slammed his head on the table. "Please don't tell, okay?"

"Our lips are sealed, lover boy." Alya smirked. "Besides, I'm already making sure Marinette doesn't make an absolute dork of herself when it comes to you."

Bruce had decided to pay a visit to the Central Park Zoo. Heading to the zoology labs, he knocked on the door.

"Hello, Dr. March?"

"Who is it?"

A grumpy voice came from a middle-aged man with silver hair, a slouch, and a hooked nose as Bruce smiled.

"Bruce Wayne. I have an appointment. I called about a bat problem?"

"What do you think we are, pest control?" The man, Dr. March, snidely asked.

"Well, I just need-"

"Yes, yes, come in." The doctor sighed as he led Bruce inside, muttering to himself. "You donate a few million and you think you own the darn place. I understand I'm to analyze something for you?"

"Yeah, doc. See, I keep hearing squeaks in my chimney, and I found these in my empty fireplace." Bruce handed the hairs he picked up at the lab last night as Batman. "They look like hairs. I thought maybe you could tell me if I have a bat problem."

Dr. March's brow furrowed. "And what if they are bats, Mr. Wayne, what then? Destroy them like vermin? We won't survive the next evolutionary cataclysm but BATS will! They're survivors, Mr. Wayne, not pests! You of all people should understand that!"

"DAD!" A woman's voice chided as the two turned to see an adult woman with red hair. "I hope Mr. Wayne knows you mean no disrespect."

"Well of course not, Miss-"

"Oh Mrs., well actually Doctor. I'm Francine Langstorm. I think you spoke with my husband on the phone?"

A door leading to the main lab opened up as a man with a beard and glasses walked in, giving a smile when he recognized Bruce.

"Oh, Bruce! Sorry for being late, I'm Doctor Kirk Langstorm. Did you bring the sample?"

"I gave it to Dr. March-" Bruce began only for the door to be slammed shut. "Where'd he go?"

"Probably to get started on the analysis. If it's a problem to do with bats, we'll let you know by tonight."

Francine smiled at her husband. "Dad was lecturing Little Bruce here on the virtues of Chiroptera."

"Chriopte-what?" Bruce asked, feigning ignorance.

"Chiroptera, the scientific term for bats," Kirk explained. "I hope he didn't get carried away, he tends to be a bit protective of all this. I think he likes bats more than people."

"I can't imagine." Bruce shrugged as he took out the recorder next. "I brought you this too. It's a recording I made of the noises I heard in my chimney."

Bruce pressed the play button and a screech was heard, making Kirk and Francine frown.

"That doesn't sound like any bat I've ever heard, Bruce."

Kirk took the recorder. "The animal behaviorist people here have a sound library. We'll identify it and let you know."

"I'd appreciate it." Bruce smiled but he saw the nervous glint in Francine and Kirk's eyes. A new piece of the puzzle had been put into place.

"So, let me get this straight, you have a super secret underground cave where you make all your gadgets and investigate all the crimes going on in this city?"

Bruce had invited Peter over to the Batcave, feeling like he could trust him enough since they already shared each other's hero identities.

"For the most part, you're right on the money. But I actually have a friend over at Wayne Enterprises' Tech Division that helps with most of my gadgets." Bruce explained as he listened to the recording of the screech again.

"Sheesh, whoever this guy is, he'd give most Death Metal musicians a run for their money."

Bruce smirked. "You know, I actually checked this against any musical sounds. The Batcomputer still can't come close to pinpointing it."

"Man, you just think of everything, don't you?"

Alfred came in, handing Bruce a phone.

"Dr. March is calling, Master Bruce." The butler then turned to Peter. "Would you like anything while you're here, Master Parker?"

"Nah, I'm good Al, thanks."

Bruce shushed the two as he answered the phone.

"Hey, what's up, Doc?"

"You have bats Mr. Wayne. Common brown bats. They shouldn't pose a problem. As the weather gets colder, they'll move on."

"What about the sounds on the tape?"

"It's actually TWO sounds. Starlings and Brown Bats. Probably having a feud over a nest in your chimney."

"Appreciate the help doc. I'll return the favor next time you're raising funds. Bye-bye" Bruce then hung up before turning to Peter and Alfred. "The Batcomputer checked that fiber against every animal species known to man. I went to them because I thought they might know something we didn't. That hair wasn't a brown bat's."

"And those melodic sounds?"

"Computer, check against combined sounds, Starlings and Brown Bats." Batman ordered as he played the recording.

"Negative. Sound not originated by either species."

"Something tells me we've stumbled onto something big," Peter noted. "It's time for the Dynamic Duo of Spider-Man and Batman to unmask the true culprit!"

"We don't know for absolute certain yet but I know Dr. March is lying," Bruce said. "And you're right on one thing, Peter; We're going to find out why."

The two heroes made their way back to the zoo, arriving in Langstrom's laboratory. They could see a bunch of chemicals being mixed and several pharmaceutical prescription bottles set up.

Batman used Detective Mode to discern which companies made the bottles and narrowed his eyes to see they belonged to Phoenix Labs and the other pharmaceuticals that had been robbed in the past week or so.

"Bruce, someone's coming!" Spidey alerted, his Spider-Sense on high alert as the two quickly ducked for cover as someone came into the room.

"W-Who's back there?" Kirk worriedly asked as he looked around, only to notice Batman and Spider-Man stepping into view. "Y-You two. What's going on?"

"We're looking for your papa-in-law, Kirk. It's urgent." Spider-Man said.

Kirk shook his head. "Sorry, he's not here right now."

"Where is he?" Batman asked.

"Giving a lecture on bat evolution and human extinction," Kirk explained. "He can get a bit carried away at times, but he's truly a brilliant man."

"Brilliant maybe, but he's also misguided and a thief." Batman said, presenting one of the pharmaceutical bottles.

Kirk's eyes widened in shock before bowing his head sadly, a look of guilt on his face.

"He's not the thief...It was me."

This took the two heroes for a spin.

"You? But how?" Spider-Man asked.

"I should explain..." Kirk said. "You see, I've been suffering from encroaching hearing loss. For years now, I've been struggling with developing a cure for deafness not just for myself but for all humanity. I thought I found it when I was able to create a medicine derived from the DNA of a vampire bat...but it went wrong. I used myself as a guinea pig and then I couldn't stop. I desperately wanted to, but IT took over."

"IT?" Batman cautiously asked, seeing the subtle nervous twitch in Kirk's eye.

"Francine and March tried to protect me, but it was too late. The beast knew what chemicals were needed to bring itself about. It was out of my control!" Kirk said, looking more and more desperate. "I didn't want to hurt anybody, you have to believe me on that. When I saw the news of what happened to that security guard, I-"

Kirk was unable to say anymore as he screamed out in pain, hunching over as Batman and Spider-Man got on guard. Spidey moved to see if the good doctor was okay, only for his Spider-Sense to blare wildly as Kirk began thrashing violently like a man possessed.

Much to the two heroes' horror, Kirk began to transform, his arms extending and growing fleshly wing-like membranes like those of a bat, his fingers elongating as his nostrils flared and his teeth became fangs. His ears became larger and pointed and his eyes turned a milky white as his body tore through his clothes.

Soon, in Kirk's place was some kind of monstrous bat humanoid, snarling at the two heroes with glaring eyes as it let out a vicious shriek.

"Holy-!" Spider-Man gasped out. "Okay, what are we going to call this guy? Batman's already taken!"

"Kirk's become something more of a Man-Bat if anything." Batman said.

The Man-Bat shrieked as he swiped his wings at the two, who dodged out of the way as he tore apart the chemical vials and beakers on the table before lifting the whole thing up with unnatural strength and throwing it at the two.

"Whoa!" Spider-Man yelped, catching the table and planting his feet to the ground but that simply gave Man-Bat the opportunity to pounce on him and snarl. Batman was prepared to help his friend when Francine's voice called out.

"Kirk! Stop!"

The Man-Bat noticed his wife and whimpered seeing her horrified and concerned face. Hiding his face in his wings with shame, he quickly flew out the window as Batman quickly took out his Grapnel Gun and fired a line that hooked onto the Man-Bat's leg, pulling him along.

"Don't worry, Mrs. Langstrom, we'll get him back!" Spider-Man reassured as he web-swung after the two.

Francine watched as the three flew off into the distance, wanting nothing more but to save her husband...when a glowing light purple butterfly landed on her glasses, making her gasp.

"Mrs. Langstorm." A smooth voice spoke up. "You wish to save your husband from the monster he has become. I can grant you the power to help Spider-Man and Batman in this endeavor."

A butterfly outline formed over Francine's eyes, which narrowed in determination as she was surrounded by a bright purple aura, transforming her.

"I'll do it."

"Good...now rise, She-Bat! Spread your leather wings and stop the Creature of the Night your husband has become!"

Batman was hanging on as tightly as he could to Man-Bat, who dragged him through a construction site. He carefully maneuvered around the beams before planting his feet on one of them and pulling tightly.

However, the Man-Bat was more clever than he appeared and flipped around the beam Batman was standing on to pounce on him from behind. However, the Caped Crusader grabbed onto him and steered him around the city.

Meanwhile, Commissioner Gordon and Detective Bullock had been alerted to what was going on and took a chopper to see what was going on.

"There he is!" Bullock pointed out when he recognized Batman.

"There THEY are!" Gordon corrected, gesturing to Man-Bat.

"What is that thing?!"

"That thing is what we're really after!"

Spider-Man was web-swinging close behind Batman and Man-Bat, doing his best to keep up with them before he noticed another flying shadow zooming overhead. His eyes widened when he saw what appeared to be ANOTHER Man-Bat, only this one had a more feminine build.

"Now there's a She-Bat?!"

The 'She-Bat' suddenly slammed into Man-Bat as Batman kept his hold on him, putting him in a headlock as he saw this new bat humanoid and his eyes widened when he saw more than a few similarities.

"Dr. Langstrom?!"

"Don't ask!" The She-Bat said, her voice having a bat-like echo to it but still recognizable. "Let me take care of this!"

Batman nodded and let go of Man-Bat, gliding down as Spider-Man caught up with him, the two watching as the Man-Bat and She-Bat engaged in aerial combat, shrieking at each other before the She-Bat eventually gained the upper hand, releasing a sonic cry that disoriented the Man-Bat and sent him crashing headfirst into a billboard, knocking him unconscious.

The heroes quickly caught up as She-Bat landed and crouched over Man-Bat protectively, a sorrowful look in her eyes. Batman turned around to see the chopper with Gordon and Bullock approaching and gestured for She-Bat to carry her unconscious husband and follow him and Spider-Man.

As soon as they arrived at the Batcave, Francine had turned back to normal, a butterfly flying off into the distance afterward. She was a little disoriented from her transformation but otherwise felt fine, of course Batman made sure to keep her eyes covered when they arrived so she didn't figure out where they were.

"Will you be able to cure him?" Francine asked as Batman went over to the Batcomputer.

"I think so. I've got a list of all the items stolen from the chemical labs. With these, I think I might be able to undo the tragic fate that your husband has brought upon himself."

"Let me help. I'm pretty good with this kind of stuff too!" Spider-Man suggested as he went over, Francine sighing sadly as she lovingly caressed her transformed husband's face.

"It's okay, Kirk. Everything is going to be okay..."

The Purple Butterfly that had transformed Francine into She-Bat flew into what looked like an abandoned conservatory, where moths and butterflies flew around carerfree. The Purple one ignored them and landed on the gloved palm of a man in a purple suit with a classy cane and white mask that only revealed only his eyes and mouth.

"Excellent work, my little Kamiko." The man smiled, covering the butterfly with his free hand. Purple energy surged before he removed the hand, revealing the butterfly was now back to normal. "DARKWINGS, FALL!"

A purple energy overtook the man, who was then replaced by Gabriel Agreste, accompanied by a small floating creature.

"..I do wish there was a different command; 'Dark' is so…villainous sounding. Oh well. A good first, Nooroo?" Gabriel asked his little friend, who smiled.

"Indeed. Although, I still think those two had things under control."

"Perhaps. But things are changing, and I think they'll be needing all the help they can get. Especially since Emillie and I were never able to find your siblings…"

Nooroo floated closer to his master.

"Worry not, Gabriel. Something tells me they'll resurface soon enough. Besides, it's getting rather late for you. You have a full day tomorrow, right?"

Gabriel smiled warmly at Noorro's concern.

"I suppose you're right. Emilie and Adrian are probably wondering where I am. Have a good night, Noorroo. Be sure and take a break."

"Only if you do the same." Nooroo smiled back as Gabriel left the room, finding himself in his study, which he left to find Emilie and Adrian enjoying an evening snack together after one of Adrien's photo shoots.

"So the real thief was Dr. Kirk Langstrom?" Marinette asked as the gang was hanging out in the cafeteria again.

"Yes, but he wasn't in control of his actions," Bruce explained. "Luckily, they were able to find a cure for him."

"Thank goodness. I hope he's okay now." Rose said worriedly.

"But what really weirds me out is how did Francine turn into a She-Bat and then back to normal?" Peter wondered. "That's a mystery to be sure."

"I know, she didn't have the formula in her system either. And not even she knew how she transformed other than hearing a strange voice speak to her..."

Bruce and Peter could only muse on this. It seemed a new mystery was afoot...

Chapter Text

Adrien had been feeling much more comfortable about going to school, especially since he got to reunite with Bruce and managed to make so many friends who didn't see him as the son of Gabriel and Emilie Agreste, but as a fellow classmate.

There were a few downsides, Adrien had to deal with Flash and his A-Squad making fun of him. Thank god for Randy Robertson and his big heart and Liz for being surprisingly patient and friendly compared to Flash, Sally, and Kenny Kong. At least they weren't as bad as Carl King.

Today, Adrien had been invited by Alix and Lê Chiến Kim to go rollerblading with them after school and he almost immediately jumped at the offer. Bruce was happy to see his old friend getting to be a kid for a change compared to his busy handling being a teen model.

"It's been so nice getting to be your friend, Adrien." Marinette smiled as she, Bruce, and Peter were walking with the Agreste heir to school.

"Thanks, Marinette."

While Marinette had a huge crush on Adrien, she had started seeing him as just a friend first, and the feeling was appreciated. Adrien had way too many fangirls so it was nice that Marinette was aware of his feelings and gave him his space when he needed it.

He was too embarrassed to admit it out loud but he actually was returning some of Marinette's feelings for him. It didn't help that the rest of their friends had been giving him teasing looks the whole time and it was starting to get a bit much. Even Bruce and Peter were getting in on it!

"H-Hey, Marinette..." Adrien began.

"Yes, Adrien?"

"Oh, is he finally gonna do it?" Peter whispered to Bruce who rolled his eyes but had a smile on his face all the same.

"Um, I was wondering...if you know..."

Adrien's words were interrupted by a cry of distress from an old man. The four teenagers looked towards the scream and saw a short old Chinese man in a Hawaiian shirt had taken a bad step, causing him to fall and drop his cane.

"Oh no..." Adrien gasped before quickly running over to help the man, handing him his cane. "Are you okay, sir?"

"I am alright. Thank you, young man," The old man said. "You have certainly saved my day."

"Anytime, sir. Always ready to do the right thing!" Adrien smiled, blushing bashfully.

Marinette couldn't help but beam at just how compassionate Adrien was while Bruce nodded in approval before walking over to check up on the old man.

"It's been a long time, Master Fu."

The old man looked up and smiled warmly at the young heir as he fully got onto his feet.

"Indeed it has, young Wayne." Fu smiled. "You're looking much better and happier than the last time our paths crossed."

Bruce chuckled sheepishly at that.

"Oh, you two know each other?" Adrian asked, getting a nod from Bruce.

"He saved my life a few years ago," Fu explained, his mind going back to that fateful day. "I'm an antique dealer by primary trade and while in Tibet, I came across a… controversial find that several fellows were adamant to make their own. Bruce happened to be passing by with a mutual acquaintance of ours and came to my aid."

"…Why were you in Ti…wait, when was this?" Alix asked, then began to realize what had happened.

"…Let's just say that my years abroad were not solely in an Academy," Bruce admitted. Then, trying to move the conversation along, he asked: "Have you heard from Henri?"

"Yes, he comes by every week to check on me. Usually buys a nick-nack for his granddaughter as well. You should give him a call."

The pleasantries ended when the ball rang loudly, causing Marinette to gasp.

"We're late!"

"Oh no, Dr. Connors is going to have my head!" Peter cursed.

The four friends rushed into the school as Fu smiled, watching them leave. He hoped Adrien would find the "gift" he slipped into his backpack pocket.

"Don't worry, you won't be alone in your fight for justice much longer..." Fu smiled as he looked at Bruce in particular. "BATMAN."

Meanwhile, Lonnie 'Tombstone' Lincoln, a part of the Inner Crime Circle called 'The Big Men', was on a phone call.

"Trust me, Fisk, Spider-Man, and Batman won't be a problem much longer. I've called in professionals."

Tombstone hung up and put his fingers together. He did not have an easy life growing up, born with albinism, he was ridiculed for his appearance so he strove to be strong and never be pushed around. He eventually realized his albinism also came with a genetic disorder that gave him unbreakable skin. Taking up the moniker of 'Tombstone', he rose through the ranks of crime before eventually setting up his own organization, becoming one of the founding members of the Big Men in the process.

His musings were cut off as his front door opened and three figures came in. The first was dressed like a cowboy with a lasso/whip hybrid attached to his hip. The second was a man of below-average height with dark skin, a thin mustache, and a white gambler hat. Finally, completing the trio was a large muscular man of Hispanic descent with a thick mustache and a pair of high-tech knuckledusters.

"Ah, The Enforcers...glad to see you could make it." Tombstone smiled. "I have an assignment for you to do. And it's very simple..."

"We're listening, Boss." The cowboy replied with a Southern accent.

Later that day, Adrien was escorted home. He had just gotten back from rollerblading with Kim and Alix after school. He was a mess. His clothes were dirty and tattered, his hair was messy from the helmet, he had scrapes and bruises from a few falls that he took, and he was sore in several places, but he didn't care. For the first time in what felt like a lifetime, Adrien had fun.

"Adrien, good heavens, you're a mess!" Gabriel exclaimed as he came in. "Did you get into a fight at school?!"

"What? N-No, Dad!" Adrien said, waving his hands as Emilie came barging in, a frightened look on her face.

"ADRIEN! My precious, my Sunshine, my baby! Are you okay?! Did someone hurt you?!" She asked. "Oh, my poor child! Look at you! It's okay, Sunshine, mommy's here! Do you need a snack?! A juice box?! Maybe a hot bath!"

"Emilie, breathe!" Nathalie said, putting a hand on her best friend's shoulder.

"Mom, please!" Adrien groaned. "I just went rollerblading with my friends!"

Gabriel sighed. "Right, I forgot..."

"Sorry, sweetie. I suppose we assumed the worst." Emilie apologized.

"It's fine, Mom." Adrien smiled, then caught a whiff of something. He then sniffed his armpit and recoiled. "I should probably shower, though."

With Marinette, she was just enjoying the view from her rooftop patio. She honestly still couldn't believe she'd managed to become friends with Adrien Agreste but in all honesty, she was happy because she got to see the real him; a sweet, socially awkward boy with a big heart.

She was snapped out of her thoughts when she heard car horns down on the street below. She looked down to see Fu caught in the middle of the road.

Without even thinking twice, Marinette rushed downstairs, then outside, and immediately rushed the old man to safety.

"Are you okay, sir?!"

"I am now, thank you, Marinette." The old man chuckled. "Guess I should pay more attention to where I am going."

"Yeah, probably." Marinette sighed. "Do you need me to help walk you home?"

"No, I can make it back from here. But still, thank you."

While Marinette wasn't looking, he slipped something into her backpack pocket as she decided to take her kindness further by giving him some leftover macaroons from her lunch.

"Okay, try to be more careful."

With that, she headed back to her room to do her homework. She placed her backpack next to her desk when she discovered a small, black octagonal box in one of the pockets.

"Huh? Where did this come from?" She took the box and opened it. "Earrings?"

Sure enough, inside were a pair of red earrings with black spots like that of a ladybug. Before she could ponder on this, they suddenly glowed brightly as Marinette flinched. When she could look again, her eyes widened when she saw a small red creature with black spots and an antenna.

"That took long enough!" The little creature said in a high-pitched feminine voice as it stretched before noticing Marinette. "Oh! My goodness!"

"WAAAAAH!" Marinette screamed. "HELP! IT'S A GIANT BUG! A MOUSE! A BUG MOUSE! TALKING BUG MOUSE!"

"I forgot how loud this part could be..." The creature winced. "Everything's okay, don't be scared!"

In her panic, Marinette began throwing things at this creature, who dodged the objects.

"Listen! I know everything may seem a bit strange to you, but-" The creature's words were cut off when Marinette trapped her in a jar. "Okay, if that makes you feel safer."

"Just what are you?" Marinette asked. "And how do you know my name?"

"My name is Tikki, the Kwammi of Creation!" The creature introduced herself. "If you let me go, I can explain everything to you."

Meanwhile, back at the Agreste Manor, Adrien was getting himself dressed after showering. After finishing putting on his shirt, he relaxed on the couch of his room, just looking out the window at the clear sunny sky.

However, he noticed something strange in his backpack, which he had placed on the coffee table. There was a small black octagonal box in the back pocket.

"What's this doing here?"

He got up, took the box, and opened it. Inside was a black ring with a green cat pawprint.

"Huh, did Mom and Dad leave this for me as a present?"

Suddenly, a bright green light came from the ring, making Adrien flinch in surprise. When the light dimmed, his eyes widened in amazement when he saw a small, black creature with cat ears, green eyes, and a tail appear, stretching its limbs and yawning.

"No way!" Adrien gasped as he inspected the creature. "Like the Genie of the Lamp."

"I met him once. So he grants wishes, big deal. I'm way more personable!" The creature in a high-pitched boyish voice. "The name's Plagg, Kwammi of Destruction, nice to meetcha!"

The creature identified as Plagg suddenly began flying around and biting everything in Adrien's room, causing him to quickly give chase.

"No, don't touch that! Come back here!"

Adrien quickly made a diving grab and caught Plagg in his hands.

"Okay, what the heck are you doing here?"

"If you just let me go, I can explain everything."

The Enforcers consisting of Montana, Fancy Dan, and Ox were robbing a bank. Of course, they weren't actually planning on making off with the money, they just needed to lure their targets here.

"You sure the rat and the bug are gonna show?" Montana asked as he finished tying up the guards with his lasso.

"Trust me, they wouldn't pass up a chance like this." Fancy Dan said, smoking a cigarette while Ox tore open the bank vault and went inside to snag as much money as his large arms could carry.

Suddenly, just as Ox came out of the vault, webs snagged the money in his hands and pinned it to the ceiling, signifying that their target had arrived.

"Anybody here call for a boy in a Spider-themed onesie?"

Fancy Dan's trained senses alerted him when a bat-shaped shuriken flew at him, quickly dodging and drawing out a collapsible quarterstaff from his coat, unfolding it, and spinning the weapon around as Batman jumped into view.

"You three must be desperate for attention if you're robbing a bank in broad daylight."

Back in Marinette's room, Tikki had just finished explaining everything to the confused young lady.

"So, let me get this straight; You're an ancient being of immense power, and you are choosing to grant that power to me so I can fight bad guys like Spider-Man and Batman, right?"

"Yup. I know it's a lot to take in, but the Great Guardian, the one who sent me, believes you're more than qualified," Tikki said.

"There has to be some mistake," Marinette said. "The only superpower I could possibly have is Super-Awkwardness."

"Marinette, trust me, you're the Chosen One!" Tikki said. "I know you have your doubts, but you were chosen for a reason."

"I really don't know..."

"You're capable of so much more than you think, Marinette. My master chose you for this responsibility, and all the time I've known him, he's always made the right choice."

Marinette sighed as she looked at the earrings. "Okay...but...how do these even work?"

"You just put the earrings on and say the phrase; Spots On!"

"Okay..." Marinette sighed, putting on the earrings and taking a deep breath. "Tikki, Spots On!"

A wondrous transformation occurred, and Marinette found herself in a mask and tight red suit with black spots, with solid black coloring on her hands, bottom of her feet, waist, upper thighs, and arms where the spots were inverted. Her collar was swan-necked and red with a black lining and a small ladybug-shaped zipper connected to the front of her costume. Her pigtails were longer and tied with long, red ribbons, and a yo-yo hung from her waist.

"Whoa..." She muttered, looking at herself in her full-view mirror. "This actually looks kinda cute. A little tight in some places, though..."

"When you're like this, you have superhuman physical characteristics and you even have a weapon." Tikki's voice spoke in Marinette's head as the girl looked to see a yo-yo attached to her waist. "Your special power is called 'Lucky Charm' and it lets you create an object that will help you in whatever situation you find yourself in. You also have 'De-Evilize', which can eradicate evil from a vessel, and 'Miraculous Ladybug' which can undo the damage caused to the area around you!"

"Okay..." Marinette said as she stepped outside he rooftop patio and played with her yo-yo a little bit before seeing a nearby vantage point.

Quickly lashing the yo-yo, it quickly began traveling farther than any yo-yo logically could before wrapping around a gargoyle. Marinette gave an awkward tug before suddenly being pulled along, screaming in terror.

"How could I possibly be a superhero like Batman or Spider-Man?" Adrien asked Plagg after the Kwammi finished explaining everything to him. "I'm just some rich dweeb who got lucky in actually making any friends..."

"Come on, the Guardian chose you, kid. I know it's a lot to process but he thinks you got what it takes." Plagg said.

"Don't get me wrong, it sounds awesome getting to save the day and help people like Spider-Man and Batman..." Adrien admitted. "But I don't think I can do it."

"Kid, I've been bonded with people who have had even bigger self-doubts than you and they turned out to be awesome," Plagg said. "Just trust me, put that ring on, and say 'Claws Out'!"

Adrien looked at the ring before feeling a sense of determination fill him. Putting it over his finger, he struck a pose.

"Plagg, Claws Out!"

Adrien felt an exciting surge of energy flow through him as he transformed. When it was over, he looked to see he was clad in a black suit with green accents, black cat ears on his head, a large green pawprint on his back, and a tail fashioned from a belt, and he carried a collapsible baton on the belt around his waist. His eyes were covered by a black mask that also changed them to a cat-like style.

"Whoa..." Adrien looked at himself and smiled, feeling any doubt he had faded away. "Too cool!"

"Yeah, pretty sweet, right?" Plagg's voice spoke in his head. "Now listen up, you got superhuman physical abilities like strength, speed, endurance, agility, and all that basic stuff but you also have the senses of a cat as well as those claws on your gloves. Your superpower is 'Cataclysm', which charges you with destructive energy you can use to obliterate any obstacle in your way. Be careful when using it on living people, though."

"Okay..." Adrien gulped, now a little nervous at the power he now possessed.

Heading onto the rooftop, he looked at his baton before suddenly gasping when it extended into a long pole that connected from his roof to the one next to it. Gulping as he looked down at the height below, he quickly stepped onto the pole and began walking on it, eventually realizing he had the balance of a cat.

"Whoa, cool!" He said as he continued balancing perfectly. "I think I'm starting to get the hang of this!"

Suddenly, a girl's cry caught his attention and he turned around just in time to hit by a red blur with black spots, falling off the pole and getting tangled up in what felt like some kind of string.

Shaking the surprise off, Adrien noticed he was tied up with a cute girl….who looked strangely familiar to him.

"Oh, h-hey there!" He chuckled bashfully, trying to sound suave. "Nice of you to drop in, m'lady."

"Oh, I'm sorry. I didn't do it on purpose."

The two managed to get untangled, Adrien catching his baton as it fell back into its hands, shrunken to its normal size while the girl pulled the string, which turned out to be a yo-yo.

"Nice to see someone else is trying out for the superhero gig." Adrien smiled. "I'm...Chat Noir, yeah, that's my name!"

"And I'm Ladybug." The girl smiled. "I...just came up with that name."

"Well, so did I." Chat Noir admitted bashfully. "So, any crimes you're thinking of stopping?"

Suddenly, an explosion was heard at the nearby bank, the two quickly looked at each other before nodding, already knowing exactly what crime they had in mind to stop.

Ox had managed to get a rocket launcher from a supply helicopter that was on auto-pilot which carried some extra gear for the Enforcers. Spider-Man had taken point to get all civilians to safety while Batman kept the Enforcers' attention on him.

"You're a hard man to wrangle, Bats," Montana said as he caught a pair of high-tech revolvers. "Now I pride myself on my lasso and whippin' skills...but I like to think I'm a good crackshot."

Batman quickly began dodging the bullets fired from the guns. Montana wasn't spitting nonsense, he was quite skilled and a few bullets very nearly got the Dark Knight. Luckily, he wouldn't have to keep dodging forever as Spider-Man webbed up the revolvers out of Montana's hands.

"You shouldn't play with guns, I feel like I gotta say that to all the bad guys I meet!"

"Fancy Dan, you're up!" Montana called out.

Spider-Man's Spider-Sense couldn't warn him in time as Fancy Dan struck him from the side with a flying kick, having equipped a pair of high-tech boots with both flight and magnetic attachments.

"You'll find I'm quite the close-range brawler of our little troupe, Web-head!"

Spider-Man quickly fired webs to try and catch Fancy Dan but he simply cut through them with his quarterstaff, which produced a blade from one head to help in that endeavor while also performing some impressive acrobatic tricks to dodge the other webs.

"Gotta say, don't think I've met a guy who can outpace my webs before!"

Fancy Dan lunged and swung his staff at Spider-Man who jumped away before webbing back to try and slam him into the wall but he simply flipped over his staff to dodge and swung back around to kick Spidey away. Ox, who was nearby, grabbed the Wall-Crawler by the leg and slammed him into the ground hard.

"Okay, that hurt...!"

"And it's gonna hurt even more!" Ox grinned as he punched his fist into his palm before sprouting blades from his knuckledusters, raising one up to stab through Spider-Man's head.

"Hey! Let him go!"

Suddenly, a baton was flung and hit Ox square in the face, making him stumble back as Batman paused in the middle of his fight with Montana to see who had saved his friend from certain doom.

"Ladybug and Chat Noir are here to save the day!"

"Whoa, who are these guys?!" Spider-Man asked as Ladybug helped him up.

"Are you okay?"

"Yeah, a little sore, and maybe one of my ribs got cracked, but it'll mend."

"A couple a' kids in pajamas trying to play hero now, huh?" Montana scoffed. "Don't worry, Bats. I'll go easy on 'em."

Batman tried to stop him but Montana wrapped him up in his lasso and threw him away before approaching Ladybug, who got on guard as Chat Noir found himself face-to-face with Fancy Dan and a recovering Ox.

"Two-on-one hardly seems fair, you guys!"

"In this line of work, we aren't paid to play fair." Fancy Dan sneered before lunging and swinging his staff, which Chat Noir blocked with his baton before quickly backflipping out of the way when Ox tried to crush him.

With Ladybug, she was dodging Montana as he took out an energy chain and tried striking her with it. Acting quickly, she took out her yo-yo and spun it around to deflect some of Montana's strikes before weaving under him and then kicking him in the stomach, making him stumble back.

Looking over her shoulder, she saw Chat Noir struggling against both Fancy Dan and Ox and went to help, but Montana stopped her by whipping the air in front of her.

"Don't go turning tail on me now, little lady. This square dance ain't over yet."

Suddenly, a capsule hit Montana in the back and exploded, covering him in a glue-like substance. He struggled to break free before turning as Batman rushed in and punched him in the face, knocking him to the ground as he groaned, writhing on the floor.

"Ouch..." Ladybug winced.

"Thanks for keeping him distracted," Batman smirked.

"Uh...y-you're welcome."

Chat Noir was still dodging Fancy Dan and Ox's attacks when the former was suddenly webbed up from behind and swung around by Spider-Man. Chat Noir breathed a sigh of relief as Spidey slammed Fancy Dan into Ox, the burly man quickly catching his comrade and setting him down.

"Now who's two-on-one?" Chat Noir taunted.

Ox growled and rushed at the two heroes. Spider-Man jumped back and rapidly fired web bullets which covered him before eventually tying him up. Chat Noir then slid and extended his baton to hit the punk's Adam's apple, making him cough as Spidey flipped behind him and kicked him in the back, knocking him flat on his face as he groaned in pain.

"Not bad, kid. Too bad we couldn't use my power but we'll save it for a bigger-time villain." Plagg spoke in Adrien's head as he smiled.

"I think that went okay for your first time. And you didn't even need to use my powers." Tikki spoke in Marinette's head.

"Thanks, Tikki," Marinette spoke to herself before approaching Chat Noir and offering her fist. "Pound it?"

"Pound it!"

The two shared a fist bump as Batman and Spider-Man approached them, having webbed up the enforcers and left a note for the police.

"I'm not used to saying this, but…Thanks." Batman said, the smallest hints of a smile overtaking his face.

"Yeah, me neither," Spidey admitted. "Not bad at all, rookies."

"…It was that obvious?" Chat Noir asked sheepishly.

"You did alright," Batman assured them. "But you played it safe. Didn't move to end the fights right away. Sorry, just…I haven't been pressed like that in a while."

This made the three other heroes raise a brow in concern.

"Really, not even against…" Ladybug started.

"I'd actually prefer facing Joker again over the last guy I struggled with." Batman said with a hint of anger and…fear.

"Weeeeell….!" Spidey said, trying to move on from that. "In case you ever need a hand, take these."

He handed Ladybug and Chat Noir small pins that looked like his Spider emblem.

"They're Spider-tracers.'' The Web-head explained. "Waterproof and on a frequency only I can sense. If either of you ever need a hand? Just press it and I'll be able to find you."

The two new heroes eagerly accepted with smiles…just as they realized Batman had vanished.

'…Okay, cool but not cool, Bruce.' Peter mused to himself before he realized the time. "Well, catch ya two later!"

And he zipped away on a webline, leaving the two new heroes standing on a rooftop just as they both heard beeping.

"Oh, right…." Plagg mused.

"I forgot about the time limit…" Tikki added.

"Au Revoir, Chaton!" Ladybug quickly said as she raced away.

"See you again, Milady!" Chat replied as he followed in her example.

Tombstone frowned as he looked over the footage from the bank security cameras. Whoever these two new heroes were, they were pretty good for first-timers. He went to his desk and sat down to speak with his fellow Big Men.

"We seem to have two new players on the field, gentlemen."

"I saw on the news," Falcone said. "They look like a couple-a snot-nosed kids who took a wrong turn on the way to a pajama party."

"As if Spider-Man and Batman were not problematic enough," Kingpin grumbled. "Now we have these two rookies thinking they can play at the Hero game."

"Indeed, these presumptuous children think they can handle the game that the Spider and the Bat have been expertly playing for three years now." Spoke Oswald Chesterfield Cobblepot AKA The Penguin.

"We'll just have to keep an eye on them." Black Mask muttered. "But trust me, if those little punks think they can muscle in like it's some game...well, they'll regret the day they ever crawled out of their momma's wombs."

"As vulgar and repugnant as ever, Sionis," Penguin muttered. "Honestly, your ill-begotten temper does you no favors."

"Say that to my face and not on a video screen, you little fat-!" Black Mask began before being cut off from the chat.

"Ozzie does have a point." Falcone shrugged. "Sionis really needs to see a therapist for that temper."

"Indeed, it is unbecoming of his stature." Kingpin voiced in agreement. "His sadism will be his downfall eventually."

"If that happens, we just gotta cut out losses." Tombstone shrugged as he signed off. "See you gentlemen for dinner tonight?"

"At Tony's? Wouldn't miss it, my dear disquieting comrade." Penguin nodded as he and the other Big Men signed off as well.

Chapter Text

It had been a few weeks since Ladybug and Chat Noir had made their debut.

While they were still starting out on the Superhero thing, they had both managed to make some decent progress stopping robberies, assaults, and the occasional car chase. And with no civilian injuries or casualties!

They were quickly picking up in so much popularity, that Alya decided to postpone her Spider-Man hunt and instead focus on the new heroes, which turned out to be far easier and safer. Children adored the brightly colored and outright very friendly duo, and some laughed at Chat Noir's puns. A few even said he was funnier than Spider-Man.

And there was also the copious among of 'shipping fuel' between the two; always quick to save the other from a fall or applaud the other. And of course, Chat's flirty puns and Ladybug gently telling him to focus but smiling at them all the same….and there was a blush or two, some said.

The new heroes hadn't met up with either Spider-Man or Batman since the battle with the Enforcers but so far, not for a lack of trying mind you: Wherever they were? Spidey was either on the other side of Paris or Batman wasn't active yet.

On the matter of the Dark Knight, little did the Ladybug and Chat know that Batman was keeping a very close eye on them and things were about to come to a head very soon...

But not all was sunshine and rainbows. The four heroes still had their critics, and not just Jameson and his admittedly hilarious rants and tirades.

"I'm telling you, folks, it's time to step up and change things!" Councilman Arthur Reeves demeaned."How many times are we going to let Batman and Spider-Man run rampant? How can Paris truly grow when we depend on the support of potential madmen?! They're even encouraging our children to follow in their example!"

The Press were eating the Councilman's words up, snapping pictures and some already planning and writing up stories about the four vigilantes. Papers and articles that attracted many readers…especially Chat Noir detractors, when the stories played up his destructive power and black cats equalling bad luck….

However, the good news was that there were still plenty of people who showed their support which helped balance out the bad rap the heroes got.

"They've always been there when situations became too dangerous for the police to handle alone." Lieutenant Raincomprix pointed out to the councilman.

"And they work with us." Commissioner Gordon recounted, recalling how Spidey has worked with firefighters to save priority civilians and how Batman shared all the data he found with the PCPD. "And before any of you ask 'Why the masks then?' Let me ask you this: What happens in 90% of all superhero movies when the identity is found out?"

"Loved ones in danger at best, killed at worst." Harvey Dent followed up. "Look, I'm not a fan of kids fighting what should be our battles, but they help and are making the city a safer place. So, unlike Reeves, until I hear and see with my own two eyes proof these four are a danger? I welcome the chance to work alongside them."

It also didn't hurt that Jameson's Editor-in-Chief, Robbie Robertson, firmly kept a lot of his boss' bad press on Spider-Man off the records.

"Jonah, where is the proof?" He'd always ask whenever his boss tried to make it seem like the heroes and criminals they put away were working together. This usually at least delayed Jameson.

Chloé Bourgeois knew for a fact that she was not well-liked.

She had often been mean, insulting, insensitive, and even cruel to people who she thought were beneath her. Why was she like this? Many blamed it on her upbringing. Her father, while not entirely dismissive, still spoiled her, and her mother had convinced her that she had to be harsh and unforgiving to get ahead.

Unfortunately, this left Chloé with few friends; Sabrina, her loyal 'lackey', Sally Avril the head cheerleader, and aspiring actress Mary Jane Watson were the closest she had at school, and even then, MJ was really only there because Sally was obsessed with 'the hottest girls being queens and not interacting with geeks.'

Her words, not Chole's, although she agreed.

But among her social circle, there was one person who truly knew and cared for and she them: Adrien Agreste. They had been together since they were babies and despite it all, Chloe still had a soft spot for Adrien in particular.

It had taken some time, but Chole had finally managed to 'accidentally' bump into Adrian after he wrapped up a shoot, the two elated teens grabbing a bite together and Chole bringing Adrian up to speed on what to do for fun when he had the time.

It had been just like old times…minus the brief glare he'd given her after she suggested he stay away from Dupain-Chang and her friends…

*That afternoon...*

" Chole, I know you've been busy and I have to, so I understand why it took so long for us toi reunite. But Marinette, Nino, Juleka, Rose, and Peter were there for me as showed me around. I don't know why you don't like them…"

" I'm looking out for you, Adri-kins!"

" Well, what have they done to deserve the hate?"

Chole had growled, recalling Marinette's snarky remarks, Alya's truthful reports…Rose and the others were fine, she guessed…

"… Let's  not talk about that and enjoy this.:" Chole said. "Did you at least run back into Brucey?"

Adrian beamed and explained how Bruce had saved him from Carl…which had then driven Chole into a protective rage that 'that caveman dared bully (him).' She then paused the chat and called her father, who assured her Carl would be punished.

The two blondes then returned to their lunches and had a great time.

*Present Day*

Another person Chole was kind to was Bruce Wayne…Not that he didn't always deserve it, she wagered.

She recalled how he always looked after her and Adrien when they were little, being the big brother that she and Adrian had never had while their parents had their parties. Bruce had played with them, read them stories, and even snuck a few toys their parents said 'no' to.

Then came the morning after his parents were killed.

She had wanted to hug Bruce at the funeral, try and make him feel better…but he was shattered, and her parents dragged her away, not wanting to sadden her anymore. And then Bruce had gone to travel the world, returning briefly once in a blue moon but otherwise leaving Chloe and Adrien with only each other.

For a while, Chole had been fine with this; The Waynes had always been nice people and Bruce needed time to grieve. So, Bruce became an 'out of sight, out of mind' figure in Chole's world; she saw him occasionally but otherwise focused on her life, which was great, especially with him finally back for good and Adrien was making friends...but one of those new friends he made, in particular, did not make Chloe happy.

Marinette Dupain-Cheng. Chloe couldn't stand that girl and seeing Adrien being all cute and friendly hurt her. Yes, Chloe wanted Adrien to make more friends, but not someone who might turn him against her.

Yet, as Chloe watched the two interact, she couldn't help but see just how happy Adrien was to have somebody to talk to, somebody to share interests with, someone whom he could smile a real smile. Seeing all that left Chloe lost in thought, not even noticing her closest friend Sabrina Raincomprix coming over.

"Ugh! The nerve of Dupain-Cheng, making a move on your Adrien. You want me to dig some dirt on her? Show it to Adrien?" Sabrina asked, believing that's how Chloé was thinking.

Chloé took a deep breath. "No, Sabrina. It's fine."

This took Sabrina for a spin. Chole NEVER turned down a chance to ruin Marinette! Sure, they never really worked, but it was bonding time for the two girls!

"Are you okay, Chloé?"

"I'm fine," said Chloé as she messaged her driver to come pick them up. "I just… I just want to go home."

They grabbed their things and began to walk away and wait, Sally having left for a date with Randy earlier.

"Hey, can I get in on that?" Mary Jane asked, getting a gracious nod from the two. "Say…Chole? Anything on your mind?"

"Ha!" Chole laughed. "Only if you consider a need wardrobe update, and I…"

"Chole. I'm an actress. I KNOW bad acting." The redhead frowned. "Spill."

There was also the fact that smiles aside, Mary Jane's home life was…complicated. The one upside is that it taught her to read people. But that's for later.

Chole, knowing Mary Jane wouldn't let this go, shared what had happened. Mary Jane listened with intent and carefully thought it over.

"Well, that IS tricky." She admitted. "But…is it so bad if Adrian gets some other friends? I mean, stop me if I'm wrong, but he doesn't strike me as a proud fashionista, jewelry collector…"

"But he's mine!" Chole retorted.

"Yours? Do you own him?"

Chole was about to respond…but then she thought it over. Yes, she wanted Adrian at her side and to be part of her life. She'd never hurt him like Bruce had them! Her mother would certainly tell her to say 'yes.'

Then again, he had seemed so happy with those geeks and losers…And to see him happy made her happy…

A hand on her shoulder as the limo pulled up brought Chole out of her thoughts.

"How about, just for now? You give him space but also be there for him?" MJ suggested. "And who knows? Maybe those 'geeks' aren't as bad as you think they are."

"Says the girl who lives next to Parker," Sabrina mumbled, Chole nodding..and Mary Jane smirking as she said:

"Peter is more Spectacular than you, or almost anyone else realizes."

Her house now outside, the redhead continued her smirk as she readied for another bout of drama at home….

"Hey there, Bruce!"

It was at this moment that a rare sight occurred at Lee Kane High; a shocked Bruce Wayne, who turned to see a beaming gentleman in a suit. Then another rare sight occurred:

"Harvey!"

Bruce beamed as he raced and gave the man a hug, which was returned. They then ended the hug and gave each other a look over. Many students were quick to snap pictures of the scene as the others made their way over.

"Guys, this is Harvey Dent," Bruce explained. "DA of the city and son of the late Judge Dent. He practically raised me."

"Oh, I wouldn't say that. Just kept his nose to the ground" Harvey chuckled as a pretty blonde in a suit came out. "Oh! I'm sorry, sweetheart! Bruce, this is Grace, my fiancé."

"Ah, the famous Bruce Wayne." Grace smiled as she gave Bruce a hand for a shake. "Harvey's told me all about you."

"Well, I hope it was all good." Bruce chuckled, kissing Grace's hand before remembering he wasn't alone. "Harvey, you remember Marinette, Adrian, and Peter? The others are Nino, great filmmaker, Alya, journalist extraordinaire, Rose, a sweetheart, and Juleka, the best kind of goth."

Harvey did indeed remember the first three, revealing he and Grace were actually about to have some snacks from the Dupain-Chang bakery before Harvey saw his little brother figure and decided to check in on him.

A car then passed by and stopped, revealing Arthur Reeves.

"Well, well. The White Knight and the secluded heir. Shame. You two could do so much better if you shifted priorities. What shame your folks must feel."

He then drove away, missing Harvey cringe, grinding his teeth and tightening his knuckles.

"Wow. What a jerk," Nino mused.

"And people actually vote for him?!" Alya asked.

"Har…Harvey?" Grace asked suddenly. Everyone saw the man fighting back his anger. When he realized this, Harvey fearfully motioned for them to wait and took out a coin.

"Heads, he's not worth it. Tails, mudsling back at next debate."

He then flipped the coin and caught it in his hand, which landed heads.

"Just shows how sad he really is." Harvey, all signs of anger gone, mused as he recomposed himself. "Sorry that you all had to see that."

Bruce just smirked and offered Harvey a hanky for his beading sweat.

"Okay, so why did you bring me down here?" Peter asked the next morning in the Batcave, Alfred serving them some tea and breakfast sandwiches before he left to dust something.

"Because I managed to get a positive ID on the two new heroes making rounds lately," Bruce said as he typed away on the Batcomputer.

"Are you sure that isn't invading their privacy?"

Bruce rolled his eyes. "It's not like I'm gonna reveal it to the press, especially not the Bugle."

"Good point...and good call, too."

Finishing his scan, Bruce hit enter on the keyboard and the two heroes watched as the Batcomputer brought up the IDs on Ladybug and Chat Noir, making both their eyes widen in surprise.

"…Well. Guess I owe you lunch." Peter mused.

. Suddenly, the elevator to the Batcave opened up, causing Peter to panic but Bruce put a hand on his shoulder.

"Don't worry. I figured this was coming and invited them ahead of time."

Stepping out of the elevator were none other than Marinette and Adrien, who had been dropped off by the Gorilla on the grounds of a study session…and blushing like crazy the whole ride over. With a spare key from Marinette, they'd let themselves in and announced themselves…but got no answer.

"Alfred? Alfred?" Adiren called out before Marinette pulled him aside and pointed to the loyal butler turning on his iPod to listen as he dusted. Smirking, they decided to give the gentleman a scare…

But then they saw where he'd come from: What looked like a secret entrance.

"…I don't remember this one from hide and seek," Marinette said. Leaning in, she could hear the clacking of a keyboard in an echo.

"Maybe Bruce has a supercomputer to help him with homework?" Adrian guessed. "In a secret section of Wayne Man…Okay, yeah that sounds weird."

Marinette tried to peak inside even more, but the entrance swung open and she nearly fell, Adrina joining her. When they were greeted by an elevator, they stepped in…Which brings us to now, when they saw Bruce sitting at the Batcomputer, clad in black and grey armor with a familiar black bat symbol, it all clicked in their heads.

"You're here earlier." Bruce smiled. "Good."

Marinette and Adrian's jaws dropped and they tried to speak, but no words came out. Peter leaned in and whispered:

"Should we maybe hold off on my reveal?"

The newcomers then finally realized Peter was also in the room, and seeing their eyes on him, Peter shrugged, released a string of webbing an hung upside down.

"Ta-da?" He weakly smiled.

"You…! Spidey…! Him! Bat…!"

"Master Bruce, Mr. Parker, may I…" Alfred started, carrying a tray of tea and fruit before he saw Marinette and Adrian. "Oh….Um….Ms. Dupain Chang. Mr. Agreste. I…see you've uncovered our little secret."

The butler then let out a gentle sigh.

"Yes, children. It's true. I am Agent 007."

…

…

"PFFFT!"

Peter and Adrian cackled at that, while Marinette looked at Bruce desperately. Bruce just shrugged.

"Alright, old friend. You've had your fun. I believe the children are due an explanation."

Fu stepped out from behind Alfred, accompanied by a floating green creature not unlike Tikki and Plagg, who suddenly flew towards him, sobbing happily and hugging him.

"WAYZZ!" The two managed, their sibling gently hugging them back.

"Hello Tikki. Plagg. Good to see you two again. And with such wonderful chosen, too."

Suddenly, the Batcomputer blared to life, alerting everyone to a major crime in progress. Apparently, a man calling himself 'The Looter' was robbing the National History Museum.

"Looks like explanations will have to wait." Bruce said, flipping his cowl on.

"Well, better get to work!" Peter said, donning his mask. "You two ready?"

Marinette and Adrian unshook themselves and wordlessly asked if they could. Batman smiled and revealed something the other three had heard of, but never seen:

The Batmoblie.

"First one in gets shotgun…." He said, tempting the two, who then shouted out:

"Tikki, Spots On!"

" Plagg, Claws Out!"

Alfred and Fu watched as Batman jumped inside the Batmobile as Ladybug and Chat Noir excitedly jumped into the shotgun and back seat (respectively) while Spider-Man clung to the roof of the car and held on as they sped off to thwart the crime.

"So, do you mind a spot of tea while we wait, old friend?" Alfred asked.

Fu smiled. "I would love nothing more."

Chapter Text

It was a slow Friday evening when Bruce found himself attending a charity dinner Mayor Andre Bourgeois was hosting at Le Grande Paris.

'I could really go for a supervillain or heist about now.' He mused. He'd always hated these gatherings. Yes, while a few people talked about business plans, it was mostly all for the rich to show off and feed their egos. The fact that Thomas and Martha had eclipsed everyone here by grand strides probably didn't help.

In fact, the moment he saw two particular faces in the next few minutes would be the cue for Bruce to leave. But first, he'd take another mimosa…

As he turned to grab a drink, his back made contact with someone, knocking them both to the ground.

"Oh! S-sorry!"

"No worries." Bruce smiled at his new company; a green-eyed redhead in a nice-looking yet shrubby gown. "You're…Ms. Isley, right?"

"..Y-you know who I am?" The girl smiled sheepishly.

"Yeah, we're in the same botany class together." Bruce smiled as he helped the girl to her feet. "Can I call you Pamela or Pam?"

"Either or." Pamela smiled. "So, what brings you here? You usually avoid these things."

"I was bored and am looking for a friendly face," Bruce admitted. "Yourself? I haven't seen you at these functions often."

Pamela's brow furrowed.

"The Mayor's latest construction project has me concerned." She admitted, "Ah, There he is."

And there two was Bruce's target, or one of them at least, The two teens made their way over to their respective meeting, Pamela spraying some perfume as she did so.

"Chorally Chole," Bruce called out, getting the attention of the mayor's daughter, who was enraged to be called that...until she saw who had said it.

"B-B-Bruce?"

"…Been a while, huh?" Bruce admitted as he saw Pamela chatting affably with the Mayor. "You're all grown up, I see."

"Careful Brucey. Tabloids." Chole playfully retorted. Bruce chuckled back as he noted that Chloe's Mom, Audrey, didn't even bother showing up. And as horrid as it was, he was grateful for this: He'd never liked her, something Martha had praised him for.

"Oh like he cares." Harvey smiled as he and Grace walked over, arm in arm and Harvey handed Bruce a Mimosa.

"Especially with this…mystery girl of his," Grace added, making Bruce choke.

"Harvey!" He whined, scandalized.

"No worries, Bruce." Grace cut in. "Harvey refuses to say anything beyond the fact she's 'been there.'"

"Mr. Dent." Chole bowed respectfully, inwardly wondering who this 'Mystery Girl' was before her eyes lit up. "ADRI-KINS!"

She then zoomed by the other three and hugged her oldest friend, who tensed briefly before returning the hug, which gave Bruce time to come over and mess with their heads.

"Look at this. My two favorite, rascally little blondes." The billionaire heir smirked.

"Rascal? You're only like, what 4-5 years older than us." Chole retorted,

"Well, he DID always look out for us…" Adrian mused. "Like that time we got lost in Notre Dame?"

"Or the time we snuck away during the Empire State Building tour because somebody wanted to enact King Kong?" Chole replied.

"I remember that!" Bruce chuckled. "Oh, Mom and Alfred were so mad at me for that."

"As mad as ours when you bought like $400 worth of toys?" Chole remarked.

"Well in my defense?" Bruce remarked. "You two were four and used the puppy dog eyes."

Around this time, the Agrestes and the mayor found their children and Bruce. Judging by the look on Pamela's face, her talk with the mayor hadn't been successful.

"Well, I'm starving, let's eat." Emilie smiled as everyone sat down for dinner.

Despite Chloe still feeling rather upset about the absence of Audrey, the dinner went off rather well. Bruce in particular told a few riveting stories from when he had been traveling the world while also making sure not to give away any hints about his...secret identity.

"Bruce, you didn't!" Gabriel laughed. "I always knew you were a bit of a rebellious sort!"

Pamela, who had been keeping to herself while still engaging in conversation here and there, checked her watch before gasping.

"Oh, look at the time! I have to run or some of the plants will wilt!" She stood up from her seat and prepared to leave. "You all don't mind, do you?"

"Not at all, Pam." Bruce smiled. "Your flowers are some of the best from Gotham to Paris and Broadway."

Pamela giggled and blew Bruce a kiss before heading off with a sashay of her hips. Adrien shyly blushed slightly as Chloe huffed, folding her arms and looking away with a pout.

"She really is quite the lovely girl," Emilie said.

"I've got the greatest girl already but Pam is something else, I tell ya," Harvey smirked, holding Grace close.

Andre chuckled before tugging at his collar. "Is it getting warm in here?"

"You're still flushed from that story Bruce told about that girl he had a brief fling with in Arabia," Emilie smirked.

"Emilie!" Bruce called out, his pale cheeks a tinge of red. "First Harvey and now you?! I told that story in confidence!"

"No, it's just so hot all of a sudden..." Andre huffed, loosening his suit to try and air himself out.

"Daddy?" Chloe asked nervously before Andre's eyes went cross, a drained look on his face before falling face-first into his chocolate mousse. "DADDY!"

Andre was rushed to the hospital as quickly as possible. Chloe was beside herself, sitting in the waiting room curled up into a ball with a dead look in her eyes. Her father was the only person she really had, even if he spoiled her quite a bit.

Adrien and Sabrina were there as well while Harvey had called Commissioner Gordon. Bruce had also contacted Peter, who in turn contacted Marinette as they both ran into the hospital.

"We came as soon as we heard!" Peter said. "What's happening?"

"Mayor Bourgeois has been poisoned." The doctor, Leslie Thompkins, explained, shaking her head. "It's the most virulent strain we've ever come across."

"Is Daddy gonna make it...?" Chloe whispered out so quietly, that she almost wasn't heard.

"The poison is racing through his system. If he's going to make it, we need to find the antidote and fast." The doctor said as she went back into the room to check on Andre's vitals.

"Leslie, might I have a blood sample?" Bruce asked. "Perhaps I can have the medical professionals at Waynetech look into it."

"Help yourself, Bruce." The doctor said. "We have a few for analysis, but you can take one."

Bruce was handed a vial that was also safely placed in a plastic bag for extra precaution. He turned to Peter and silently nodded as the two ran out together. Marinette and Adrien had a feeling about what they were doing but decided to stay with Chloe for the time being.

Bruce and Peter were already decked out in their hero outfits and were in the Batcave, putting their scientific knowledge together to isolate the poison isotope on the Batcomputer, Alfred watching over them.

"Heh, look at how much faster things get done when we work together on this." Peter chuckled as a hologram of the isotope was shown, Alfred inspecting it.

"It is a lethal poison derived from the plant Rosaceae Vularis, commonly known as the Wild Thorny Rose."

"The Wild Thorny Rose..." Bruce muttered. "That flower is almost extinct. Very few botanical gardens have them."

Peter's eyes widened. "Hey, doesn't that girl we take Chemistry with, Pamela, have her own private botanical garden?"

"Yes, she's shown me it a few times during class projects," Bruce said, putting a finger to his chin. A troubling thought entered his head but he didn't want to believe it without concrete evidence. "We'll need to see Pamela and ask her for a sample to derive an antidote."

Peter nodded and put on his mask, Bruce pulling up his cowl as the two headed to the Batmobile. As they did, Peter put in a call to Adrien and Marinette to tell them where they were going in case they wanted to join in.

"DUPAIN-CHANG!"

Marinette groaned in annoyance. One day. Just one more day. Without Chole.

She sympathized with her foe, she did. No one deserves to have a parent in the hospital. The whole thing was all over the news. And poor Adrian had been hounded for a response by the press so badly, he was hiding at the Parker's house.

Well, better get this over with,

"What do you want, Chole?" Marinette groaned.

"Look. I don't like you." The spoiled blonde began. "You don't like me. We'll probably NEVER like each other."

"…Is there a point to this, Chole?" Marinette groaned. "I have places to be."

"There is. Adrien."

Marinette froze, then furrowed her brow.

"I am not staying away from him. He's my friend, not some purse pooch for you!"

What Chole said next was…unexpected to say the least.

"I am perfectly aware of that. And…He likes you, a lot. Heck, maybe…More than likes you. You make him so happy."

Again, not at all what Marinette was expecting. Was Chole…being nice?!

"I haven't seen him smile like he does when he's with you and the other losers in some time. I'm happy when he's happy. So, don't screw it up, okay? Cause if you do? I…I'll….! Okay, I don't know what I'll do, but you'll regret it!"

Yeah, that sounded more like the Chole she knew and loathed.

"And… Thank you."

Marinette was shocked. "Wow, does your throat hurt?"

"From what?"

"From swallowing your pride," Marinette teased, making Chloé blush. Marinette then stretched out her hand. "Truce?"

Chloé turned her blushing face away and shook Marinette's hand. "Truce. But don't get the wrong idea, there's still a lot to do before I can say that we're friends,"

Marinette giggled. "Baby steps."

The two girls then chuckled.

"I mean,…can you imagine us? As friends?'

"HA! Ridiculous! Utterly ridiculous!" Chole chuckled back,

That's when the two girls realized that they were having a moment together. A thought that horrified them, as they irked back and shook off invisible dirt.

"Great! Now I need to air out the Dupain-Chang!" Chloe snapped as she stormed out,

Marinette grumbled a repeat as she returned to going on her way home.

SCREEECH!

From behind her, Marinette saw a car swerve in front of Chole, who was then grabbed and gagged by someone in all black before the car spread away. Thinking quickly and despite it all, Marinette called the police and then Alfred to pick her up.

She then saw some kind of liquid from where the car had been….

"Okay, dumb question; who has a grudge against Chole?" Adrien asked less than an hour later. "I mean, that's usually the first question asked, right?"

Chole's kidnapping was not yet public news, but Marinette had called Peter while he and Adrian were having a 'Tim Curry Movie Marathon' and Peter had forgotten to act vague, not that Adrien wouldn't have found out soon enough anyways.

The four heroes were in the Batcave, Bruce analyzing the scene while also cross-referencing newspaper articles and city records. Alfred served them all tea and scones as they brainstormed.

"There is no short answer to that," Marinette responded, then noticing her crush's downcast face and recalling her recent chat with Chloe. "Oh, Adrian! I-I'm sorry! Its…"

"No, no, I…I understand." Adrien assured his crush, now feeling bad for reminding her of Chole's bullying.

"This is a rather complicated affair, my boy." Alfred said, patting the blonde's shoulder. "Master Bruce? Perhaps this all ties back to her father? I mean, his sudden sickness and now her kidnapping seem too close together to be a coincidence."

"Again, pick a number," Peter said, pulling out the latest issue of the Daily Bugle. "Whenever they're not lambasting me, they're also criticizing whatever new endeavor the mayor has cooked up. Like a factory proposal over parkland that is almost INCHES into Central Park."

"Honestly, I'm surprised he's still in power with all the spoiling he deals Chole and all his other deeds." Marinette mused.

"Would you rather Arthur Reeve?" Peter asked.

"Honestly, I'd rather see Harvey or Mr. Fisk as mayor," Adrien admitted.

Bruce mused at that notion fondly, taking a sip of his tea.

"Harvey's more interested in doing actual work and hates desk life. And Mr. Fisk is a great philanthropist with connections, but he's also a family man."

"Didn't Mr. Fisk run for a position a few years back?" Marinette asked.

"No, that was his dad; a stool pigeon of Falcone and Moxxon," Peter said, then recalling one detail from the crime scene. "Wait…Bruce, anything about the trail the car left behind?"

DING!

A paper was printed out with an analysis from the sample, which Marinette had managed to grab before anyone noticed.

"Vegetable Oil," Bruce noted, narrowing down his search to vehicle owners with eco-friendly vehicles. And one name stood out.

"And now the picture becomes clear."

Batman and Spider-Man made their way to Pamela's private greenhouse, which was located by her home. The girl lived by herself, her parents having died a long time ago. She was able to make ends meet by growing and selling flowers. It's where she got her talent and love for Botany.

And sadly, the car that grabbed Chole was registered under her.

"Hey, glad to see you didn't start the party without us!" Chat Noir called out as he and Ladybug arrived.

"Good, because I think Pamela is in right now," Batman noted as the four heroes peered through the glass ceiling to see Pamela tending to her flowers.

Ladybug frowned sadly. "Let's try and minimize our time here. I know what Pamela's doing is wrong, but…"

"We'll try but no promises," Batman said.

Chat Noir, seeing his partner still distraught, gently tapped her shoulder.

"We'll find Chole and then leave." He said, half to her and half to himself, then looking over to Spider-Man. "Surprised you're not asking if we really need to save Chole."

"Oh, I've thought it." The webhead assured his friend. "But last time I ignored someone I didn't like?... Well, never again."

As soon as Pamela left, the four jumped down and looked around for the Wild Thorny Rose.

"With all these different plants, it'll be almost impossible to zero in on what we need," Spider-Man said. "Talk about finding a needle in a haystack...or in this case, a vineyard."

"Whoa, check this out!" Chat Noir said, looking at a large and exotic-looking Venus Flytrap. "So cool! Mylene would be all over this!"

He then jumped back when the Flytrap tried to take a bite out of him.

"…On second thought, maybe don't tell her about this?"

"Well, Pamela has helped her out in Botany Class before..." Ladybug noted.

Suddenly, muffled screaming was heard as Spider-Man's Spider-Sense went off. Looking around, the Webhead zeroed in on the source of the distress and made his way over, carefully web-swinging over the various flora and finding...

"CHLOE?!"

True enough, Chloe was wrapped up in vines and held precariously over a bit of cactus with thorns so sharp that it looked like even the tiniest prick would draw blood. The four heroes moved to try and free her, only for a gun cock to be heard.

"Don't move."

The four turned around to see Pamela there, aiming a revolver at them with a glare on her face.

"Isley..." Batman realized. "So my hunch was correct..."

"You must have a good hunch. Careful, it might not do good for your back." Pamela smirked as she kept her gun trained on the four. "You're probably wondering why I kidnapped this spoiled little brat...and poisoned her father."

"WHAT?!" Ladybug and Chat Noir gasped in shock.

Pamela shushed them as she then petted the nearest plant.

"You might find me weird for this, but I do prefer plants over people so much. They put out what you put in them. They give us air and food, delight our eyes and smell…And how does our city, the most romantic and beautiful repay them?! Shopping malls. Factories! All in the name of progress. The same progress that ruined my parents when they worked themselves to death to provide for me and save what they loved!"

As she'd ranted, Pamela made her way over to a nearby desk and pulled something out.

"But if anything, I owe that progress. Because it reminded me that plants can harm and kill just as much. A hallucinogenic here, a narcotic here, all in an unobvious design, and progress will pay big money. That's how I've stayed afloat…and then that fat idiot of a mayor decided to level my home just so that his spoiled brat of a daughter can have another place to shop and THEN, on top of that, a factory that just kills and harms more than it produces anything good?!"

"So you poisoned the mayor," Ladybug noted, getting a nod. "And then grabbed Chole as leverage if he recovers?"

"That or fertilizier." Pamela added, not at all concerned, even smirking at Chole. "Yeah, not so funny when YOU'RE the one tied up and humiliated, huh?"

"But how did you poison the mayor in the first place?" Chat asked, Batman's eyes widening.

"…The perfume."

"Exactly," Pamela smirked, then moved over to reveal a flower. "And that there is the cure. Of course, now that you know…I can't let you have it. Darn shame, you boys are adorable."

That irked Ladybug to no end.

"Pamela, you don't have to do this! I know Chloe can be mean and selfish but she can still change." Chat Noir pleaded, Ladybug and Spider-Man holding their tongues at that. "You just have to give her a chance!"

"Too late...she crossed the line and I'm going to make sure she pays for it." Pamela scowled before snapping her fingers and causing the vines holding Chloe to let go, making her fall into the makeshift tiger pit.

"NO!" Batman shouted, moving forward and making a diving catch for Chloe, jumping over the pit and grabbing her just in time.

Pamela scowled and prepared to shoot the Dark Knight...only for webs to disarm her in the blink of an eye as Spider-Man grabbed it in his hand and crushed the gun into bits.

"You know, I don't think gunpowder is good for the plants, lady. And you call yourself a Botany expert."

Pamela scowled before smirking as she revealed a hidden mechanism attached to her wrist that fired small crossbow bolts at the heroes. Spider-Man, Ladybug, and Chat Noir dodged out of the way before Ladybug came across the Wild Thorny Rose by chance.

"Yes!" She looked around before deciding to use her power. "LUCKY CHARM!"

Creating a ladybug-printed shopping bag, Marinette took the pot containing the rose and made a break for it. Pamela gasped when she saw this and aimed her wrist crossbow at her, only for Chat Noir to get in front of her.

"CATACYLSM!"

Pamela watched in shock as her weapon was obliterated by the destructive energy, trying to right herself before Chat Noir whacked her upside the head with his baton. Stunned, the woman stumbled into her lab...and all the chemicals broke and spilled all over her.

"PAMELA!" Batman cried as he ran over after making sure Chloe was alright. However, some of the chemicals hit some of the machinery, which sparked a bad reaction and started a fire.

"Oh man, oh man, oh man!" Spider-Man cried, not wanting so many rare plants to be destroyed, and quickly webbed up as much as he could safely before leaping out of the greenhouse.

Ladybug, still having her magic item out, put more plants into it before following after the Webhead. Chat Noir took an armful of plants himself before extending his baton to boost out. Bruce took Chloe and tried to find Pamela but couldn't find her in the blaze. With a heavy heart, the Caped Crusader grappled away.

The four heroes cleared some distance, watching as the greenhouse and Pamela's house burned down. Ladybug sighed as she looked at the Wild Thorny Rose and turned to Batman.

"You think you'll be able to make a cure for Mayor Bourgeois?"

"I think so..."

The four looked at Chloe, whose eyes were still wide from her near-death experience and the severity of what her actions had caused Pamela to resort to. Chat Noir sighed sadly.

"I think we need to get her back home..."

"I see..." Andre said, having been cured after Bruce and Peter whipped up the antidote. "I'll make sure that these plants you rescued are given a good home and a safe environment to thrive."

"Thank you, Mr. Mayor. That's all we ask." Marinette said.

"And if you see Batman, Spider-Man, or those two new heroes...tell them that while I don't condone their vigilantism...I thank them for saving my daughter."

"We will, sir." Peter nodded. "Besides, I think they already know."

As the four left, Bruce still had a troubled look on his face as Peter patted his friend on the back.

"There wasn't anything we could do...and I doubt she'd have wanted to be saved by us anyway."

"There's always a choice, Peter..." Bruce said as he walked ahead. "There's always a choice."

In the burned-down ruins of Pamela's house and greenhouse, a strange glowing pink cocoon lay where Pamela had been doused in her own plant chemicals and seemingly engulfed in the flames. Her silhouette was shown in the cocoon, which began flickering in a manner akin to a heartbeat as her body began changing...

Chapter Text

A jewelry store alarm went off as someone punched open displays and stuffed everything of value into a bag, paying the trapped owner, ensnared in a net, no mind.

"THE BUGLE WAS RIGHT! YOU ARE A MENACE!"

The thief did react to that, turning to reveal their red, blue, and glass-eyed visage and smirking under their mask before pulling out a gun and firing another net, this one gagging the owner before he made his escape.

Now surprisingly, as the owner would soon realize, Spiderman didn't web sling away. No, he used a second gun, this one with a grappling hook, to make his escape.

Once he was a few rooftops away, the thief smirked under his mask and stopped to take a look at his prize…

*CLANG*

"D'aargh!"

Only to find himself nursing a hand cut by a Batarang followed by facing not only the Dark Knight but also the Wall Crawler and Chat Noir. Ladybug had moved to help the store owner before catching up with her comrades.

"Wow, a fan!" Spider-Man smirked. "I'm flattered and would love to accept such a donation, but I do make it a point not to take what's mine…Oh, and something stolen from a hack.

Not deterred, the thief slipped on some gloves decorated with wires and nodes.

"Okay, the costume is on point, but the guns and gloves?" Chat Noir quipped, brandishing his baton and racing to take this faker out. The aforementioned fake then grabbed the staff and delivered a punch that sent the bad luck hero skitting

"Okay, gloves give him strength. I take it back!"

"Leaving the quipping to the pro, Chatton!" Ladybug said, kicking the Imposter Spider-Man away from her partner.

"So, me. Got it." Spidey smirked as he webbed the gloves and yanked them off before repeating the act on the thief's feet, making him fall flat on his face.

Undeterred, the criminal then reached into their pocket and threw a cube that seemed to burst into flames, startling the four young heroes. With them distracted, the thief grabbed a nearby shrapnel and tossed it, not caring who he hit as he then leaped downwards, but not before tossing a grenade.

Sadly for our villain, one of the heroes was blessed with 'Spidey Sense', and he was quick to pull Chat and Ladybug away...only to realize danger was still nearby.

"GUYS!"

Batman, uncharacteristically emotional, pushed the trio out of the way before the grenade exploded, scattering them.

Spider-Man was quick to swing the two rookies away…just as the police showed up just as the Miraculous' power gave out.

"Peter, stop! We need to go back for Bruce!" Adrien begged as they continued to be swung away.

"No, we need to get you two as far from the scene as possible," Peter remarked then tossing the two younger teens as far as he could. "Your PR is good. Mine and Bruces can take a few hits. Now get home. I'll find him."

"But…!" Marinette started, but Peter was already too far to hear.

Bruce, now nursing a bleeding side from a shrapnel piece but also from the impact of hitting a wall and without his mask, panted away as he fled the scene.

"Of all the times for this happen, it had to be the one time I can't call another Bat-vehicle to pick me up." He mused, keeping his mouth shut when he heard voices overhead.

"Keep looking; the rodent couldn't have gone far," Bullock called out. "Talk to anyone on the street. If they resist, book 'em."

Clenching his mouth, Bruce climbed over a fence and raced out of the alley, only for his path to be blocked by a car, which suddenly opened up its doors.

"Get in." A familiar voice ordered, but the blood loss made Bruce dizzy and his senses dull. "HURRY!"

With little other choice, the young man obeyed and the car sped off. Just before Bullock could call for a chase, he got a summon on his radio.

"Return to base," Godon called out. "On top of the owner, a damn vlogger's already pointed out enough discrepancies to warrant an investigation before APP."

Bullock grimaced. He'd been so close! Then again…if this WAS a poser and not the real deal….

Sticking a fresh toothpick in his mouth, the detective got into his car and drove back to HQ.

"Come on, come on!" Spider-Man grimaced as his eyes darted around the streets from above. "How hard is it to find Bruce?!"

He had to find his friend quickly; if ANYONE saw Bruce in that costume…

His Spider Tracer suddenly buzzed and with great reluctance, Spider-Man landed to take the message.

"Ah, Peter." Alfred's voice spoke over the communicator. "Please tell Master Agreste and Marinette that Master Bruce made it back to the manor in one piece. You three should get some rest but do swing by tomorrow for brunch."

Alfred ended the call and then spied his charge, sound asleep after being bandaged. At his bedside was a beautiful young woman with sleek yet short black hair with red highlights, looking at him with relief.

"Selina?"

The girl was startled out of her thoughts but relaxed when she saw the smile on Alfred's face.

"I know, I know. I'm getting." She started, only to yawn despite it all.

"It is getting rather late," Alfred noted. "Might I escort you to a room? I'm sure Yelana and the others can handle things without you one night."

"…I'd rather make sure he's…" the girl started, a yawn then escaping her.

"You'll do much better with a good night's rest." Alfred smiled warmly, escorting her out. "That, and maybe some tea and a light snack."

Selena's stomach growled suddenly and she relented, shooting Alfred a look.

"…You're nicer than you were last time I came here."

"And for that, I do apologize." Alfred sighed, recalling how rather…curt he'd been with this young lady all those years ago. "Though, in my defense, you were a… 'street rat' who obviously took a few things when she left…"

"Crud, you did notice…" She then frowned. "So what? I turn out to be someone's illegitimate kid, gain a fortune, and suddenly I'm 'good enough?'"

"In society's standards, it helps," Alfred admitted with shame as he opened a door. "But no. not solely that."

Selina took a glance at her room; it was regal, with a tigress painting…and a tray with some hot tea and fruit at the bedside.

"You've also always been there for Bruce when you could. Like tonight."

Selina said nothing, even when Alfred thanked her. She was too tired and honestly, all that mattered was that the Batman was still free…She owed him that much.

"That and Bruce does care for you a very great deal." The butler then cheekily added, closing the door before Selina could process this. She would've cursed at him, but the smell of her favorite tea (with warm milk mixed in, no less) and desire for sleep overtook her.

"I'll sneak something out when I leave."

At the same time, the thief ditched his costume and admired his prize. Or rather tried to.

"How could I forget about Batman?! I did this at night, his prime time!" They then breathed a sigh of relief and moved to a locker. "Never mind that for now. Just a few days to get the cash for my prize…and then a REAL HERO will make his debut."

Opening the locker, the thief eyed a green, wizard-like costume with a purple cape and a glass dome mask…

"Ah, come in." Alfred beamed as he let Adrien, Marinette, and Peter inside the very next morning. All three were worried for Bruce, politely declining Alfred's offer to take their coats until they saw him.

So, you could probably imagine their surprise when they saw Bruce chatting and laughing affably with a beautiful girl as they finished some brunch.

"So THAT'S his mystery girl…" Peter mused, only to see Marinette and Adrien looking at this mystery girl in shock.

"That's Selina Kyle!" The two whispered in near-perfect sync. "The animal rights prodigy! Opener of three top-of-the-line shelters and fighter against animal testing!"

"That is oddly adorable." Peter mused.

"Oh, hey guys!" Bruce mused, wincing slightly as he got to his feet before Selina helped him up.

"Easy, Bruce." She whispered in a coo softly, leading him over and setting him down in a chair. "Slight cut and bruising, according to Alfred. I'd say give him a day, but…"

"Oh, he shall," Alfred assured Selina. "Miss Kyle? Mister Parker, Miss Dupain-Cheng, and Mister Agreste."

Selina smiled at the two younger teens.

"Saw your work on Gabriel's show. Good work, but a little tip; cover your hair." Selina smirked. "Also, Cat-puns? Been done."

Adrien pouted, making Marinette giggle…before they both realized what this meant,

"Oh relax." She waved. "What do I have to get by blabbing? Besides, if you all go? Bruce.."

She shot him a worried look, which he smiled at. Smiling back, Selina turned her attention to Peter

"Not at all what I was expecting…But glad to see it's someone with a brain and heart." She admitted, delighting in Peter's blush before she moved away. "Well, now that you guys are here, I'd better head home."

"Selina." Bruce smiled knowingly, making her pause as she turned with a frown and revealed she'd taken one of Peter's web-shooters, Adrien's ring, and a card for the Dupain-Cheng bakery.

The three kids looked down in shock and inspected themselves.

"HOW..?!"

"Second tip; get keychains and work on awareness." She said, then smiling warmly at Bruce. "Don't be a stranger."

She then sauntered out, smirking at Bruce and adding a sway to her step.

"I do believe Martha and Thomas would have liked her." Alfred mused as he quickly jotted down an entry in his journal and served the others something to eat.

"…WE UNDERSTAND!" Peter, Marinette, and Adrien all said to Bruce, who smirked and then forced himself up.

"Okay, okay, You've had your fun and worried. Now, let's find out who that fake Spider-Man was."

Chapter Text

The day started out simple enough. Marinette and Adrien were talking to each other outside the school before it started. Adrien was holding a large book, given to him by his parents.

"Dad said he found it in Tibet. He doesn't know how old it is, just that it's...well, it's old."

Marinette giggled. "It's definitely old alright. How much have you read so far?"

"First few dozen pages or so. It's really cool. Right now, I'm on this part about a legendary hero who styled themself after a fox."

"Yo! Mari! Adrien!"

The two turned to see Nino coming over and waving to them excitedly. Adrien smiled as he gave his now official best friend a fistbump.

"Did you guys hear the news? We're getting a new student in Ms. Bustier's class."

Adrien and Marinette looked at each other. Marinette was always willing to meet new people and Adrien was glad to make new friends.

"What's this about a new student?" Peter asked as he came in along with Bruce.

"Marinette's class is getting a new transfer student from Italy. Apparently, she's the daughter of their diplomat." Bruce clarified.

"Ah, she's-a from Mother-a Italy, eh?" Peter joked in a cheesy fake Italian accent.

Marinette giggled, Adrien snorted, Nino burst out laughing, and Bruce just sighed and facepalmed.

As Bruce and Peter left for their class, Marinette, Adrien, and Nino headed to their own class and saw a girl in a red jacket with brown hair and green eyes talking with Alya and Rose.

"Oh, there you guys are!" Alya said as she recognized her friends. "Adrien, Marinette, this is Lila. She's new. Lila, these are our best friends, Marinette and Adrien."

It didn't take long for Lila to react to Adrien. She immediately went up to him, getting close to him, too close for the gang's taste.

"Well, Adrien, I think we are going to get along just fine since we have something in common," She said, batting her eyelashes at him.

Adrien immediately blushed and smiled nervously. "Oh? That's good. Uh... What do we have in common?"

"Well, we both come from high-class standings. My mom's Italy's ambassador and your dad's the legendary Gabriel Agreste, if I'm not mistaken."

"I guess that's sorta true..." Adrien muttered to the side.

"Hmm? Sorry, I couldn't quite hear that." Lila said, scrubbing her ear. "I have tinnitus in my left ear. I got it while I was getting a private lesson from Jagged Stone, a personal friend of mine."

"Hold on, you know Jagged Stone?" Ivan asked in surprise. "He's one of the best musicians of this time period!"

"Wow, you got to meet a celebrity? That's pretty cool." Marinette noted.

"Yeah, yeah, yeah. Cool, whatever." Lila said, completely waving Marinette off before immediately turning her attention back to Adrien.

That's when Ms. Bustier came in. "Alright, everyone, take your seats."

"Oh, Ms. Bustier, may I sit in the front with Adrien?" Lila asked. "I have a bad hearing problem in my left ear and need someone I can trust to help me with notes."

She clung to Adrien's arm with a pleading look, which made the Agreste boy more than a little uneasy. Lila's sudden clinginess felt sudden and very unsettling.

"Well, Nino would have to give up his seat. Nino? Would you be willing?"

Nino looked at his best friend and at Lila. He thought about it, and while it would suck not to be with his buddy, at least Adrien would be making a new friend. With a sigh, he nodded his head and went to the back.

"Alya, I don't want to sound distrustful but something isn't right about that girl." Marinette whispered to Alya.

"Well, she's probably just happy to meet Adrien. You know how popular he gets with girls sometimes."

"Yeah..." Marinette muttered, still unsure.

As the lecture began, Chloe noticed how Lila was still clinging to Adrien, so she leaned toward Sabrina.

"Something's bugging me about that new girl."

"She does seem to be acting a little suspicious," Sabrina admitted. "But maybe it's just first-day jitters?"

Somehow, Chloe didn't believe that. Eventually, the class was over and the students made their way to their next class. Adrien made his way out the door, not realizing that he had left his new book for Lila to discover. Her prying eyes lead her to open it.

To say things got better throughout the day would be a lie. Marinette tried to spend time with Adrien during passing periods and lunch but found that he was often with Lila, whether by choice or not, Marinette couldn't tell.

Marinette tried to get involved and be friendly towards Lila. She wanted to be her friend, but each time, Lila just brushed her off. Marinette could understand the appeal of having someone to relate to, but Lila's behavior seemed unusually unfriendly to her, especially since they had just met.

"Hey Marinette, how are you feeling?" Peter asked as he swung by.

"It's about Lila, the new kid. Something's just...well, I don't want to sound distrustful, but something seems suspicious about her."

"I saw her hogging a lot of Adrien's time. Seems like she's one of 'those' fangirls."

"No, it's not that..." Marinette said before suddenly hearing Lila talking to one of the other students.

"Yeah, I got the tinnitus in my right ear while I was hanging out with Prince Ali and Ladybug. I know her, you know. She saved my life once. Now we're friends. Though, if you ask me, there are way better heroes out there. Like Batman and Spider-Man."

Marinette gasped. Lila had said earlier that she had tinnitus in her left ear but now she was saying it was in her right? That could have just been a slip of the tongue, but the story had changed entirely, not to mention the part about Ladybug. Marinette knew for certain that that part was a lie.

"Uh, hey, Lila?" Marinette spoke up as she came over. "Sorry, but when you said you had tinnitus, didn't you tell me it was in your left ear? And I don't remember you telling us that you met Prince Ali and I certainly don't remember anything about…"

Lila's hand was suddenly brought over Marinette's mouth as she turned to the student she had been talking to.

"Can you excuse us?"

Lila then dragged Marinette into the bathroom. This time, Peter began feeling his Spider-Sense go off and he began to eavesdrop, not noticing a couple of other girls were passing by.

"Hey! What's your problem?!" Marinette snapped as she pried Lila's hand away from her mouth.

Lila sneered. "What's your problem? You've been stalking me all day."

"I wasn't stalking anyone. I was trying to talk to Adrien, because he's my friend, and I was also trying to be yours, but you kept brushing me off."

"Oh. Well, okay, sure. We can be friends." Lila said, giving off a smile that seemed a little too sweet for Marinette's liking.

"Fine by me, but you need to stop lying," Marinette said, crossing her arms.

Lila glared upon hearing that. "How do you know I'm lying?"

"Lila, you were telling a completely different story than the one you told us in class, and even added Ladybug into it."

"Okay, Little Miss "Honesty", so I make a few stories up. It's not my fault if people are dumb enough to believe them. People love my stories because it's what they want to hear." Lila said, her voice becoming more dangerous as she backed Marinette into a corner. "I know how to work a crowd, and I can make it so everyone loves me, and hates you."

Marinette was speechless. She was catching a glimpse of Lila's true colors, and she didn't like it. She tried desperately to say something, but she was too shocked to think of anything.

"So, you can keep this our little secret, or you can risk testing me. And let me warn you, it won't end well for you," Lila threatened as she turned on her heel and left. "And you might as well forget about Adrien because, by the end of the day, he's going to be mine."

Marinette just stood there, shaking. Just how much of Lila's threat was worth worrying about? The idea of this girl manipulating Adrien and the rest of the school against her was terrifying. Peter quickly moved into the bathroom with a concerned look on his face.

"Marinette, are you okay?!"

"I knew she was trouble!"

The two noticed that Chloe and Mary Jane were also there, having apparently heard everything themselves.

"H-How much did you hear?" Marinette asked nervously.

"We heard enough." Mary Jane replied, her normally laid-back and friendly face having a rather upset look. "We saw you and her coming our way, and I thought there would be trouble."

"Yeah, and I definitely felt there was trouble," Peter added.

MJ then walked over to the wastebasket and took her phone out of it as Chloe did the same.

"We hid our phones in the wastebasket and put them on record. I may not like you a whole lot, Dupain-Cheng, but Lila certainly is crossing a line." Chloe said. "Besides, she's trying to deceive Adrien and I can't let that slide no matter how you see it."

"We need to let the rest of the gang know about this," Peter said to Marinette. "Otherwise, bad things might start happening."

Peter, Marinette, Mary Jane, and Chloe met up with Sabrina, Alya, and Nino and managed to get Adrien, Bruce, and the rest of Ms. Bustier's class over at the Grand Paris to talk about what they had learned.

"I can't believe she would lie like that!" Adrien said with his fists clenched. "She even went on about being a descendant of Volpina, a Fox Superhero, and how she knows Ladybug and Chat Noir."

Earlier, Lila had returned Adrien's book to him and had made up the lie about her being descended from the fox-themed hero in the book, Volpina. Adrien had already taken it with a grain of salt but this just confirmed his suspicions.

"Does that mean she was lying about knowing Prince Ali too?" Rose gasped, feeling more than a bit betrayed.

"Guess she must have been lying about Jagged Stone too." Ivan frowned.

"I showed her the recording and told her she should just simply admit the truth," Bruce said with his arms folded. "She merely got defensive and brushed off my words, saying she 'didn't need a lecture'."

"Man, and she seemed so nice too..." Alya sighed. "Guess I only have myself to blame for falling for it..."

Mary Jane shook her head. "That girl is bad news."

"Well, if she doesn't want to come clean on her own, then we'll have to do it for her," Nino said.

"I really didn't want it to come to this but...I guess there's no choice, huh?" Adrien sighed.

Bruce put a hand on his surrogate little brother's shoulder with an understanding look on his face.

"I know it's hard, Adrien. But sometimes, people will only learn the hard way."

"I see everyone is having themselves an important meeting of sorts," Gabriel noted as he and Emilie came in, the latter having a big grin on her face.

"Adrien, we have a big surprise for you."

"Well, your mother has a big surprise for you, mostly," Gabriel said with a wry chuckle.

Adrien looked at Marinette, who shrugged. He then followed his parents in with curiosity about this sudden surprise, followed by his friends. They went in, and right there, talking to Mayor Bourgeois was none other than Jagged Stone.

"Holy...JAGGED STONE!" Ivan, Peter, Mylene, and Rose all exclaimed excitedly.

Adrien, for his part, nearly screamed as he ran over to meet the rockstar.

"No way, no way, no way! Someone pinch me, I've gotta be dreaming! Jagged Stone! I am such a big fan! I can't believe I.."

Adrien was cut short when Jagged Stone turned his head and looked at the boy before giving a big smile his way.

"Little Adrien Agreste?! Is that really you?!" He asked, much to Adrien's confusion. "Blimey! I almost didn't recognize you! Look at you! You've gotten so big! C'mere, little bloke! Give your Uncle Jagged a hug!"

Adrien found himself in a state of stunned silence as his favorite rockstar hugged him tightly.

"Uh...I...Uncle…what?"

Jagged broke the hug. "You don't remember me, do you? Oh, what am I saying? Of course not. You were only four."

"Jagged is a friend of mine. We met when we were your age," Emilie explained.

"More her friend than mine, I'll say," Gabriel added for clarification, ignoring the look his wife gave him.

"The last time I saw you, you were only up to my knee," Jagged said, ruffling Adrien's hair.

"It's good to see you as well, Jagged." Bruce said as he came over.

"Well, well, the main man himself!" The rockstar laughed as he shook the Wayne Heir's hand. "How you holding up since...you know?"

"I've been traveling the world, broadening my horizons." Bruce smiled sadly. "The pain is still there, but I've learned to cope now."

Jagged smiled sadly at that.

"They'd be proud of you." Then noticing the confused and concerned looks, he chuckled. "Long story short, I met Martha Wayne when I had some…issues that we shared, Might not have been as close to her as I am Emile, but she and Tommy were good folks."

"Oh, he hated you calling him that." Bruce chuckled, recalling the annoyed look on Thomas Wayne's face whenever Stone called him that.

Nino whistled. "Wow, Lila wishes she had this kind of connection."

"Who's Lila?" Jagged asked.

"A new student at our school. She's been telling all sorts of crazy stories, even claiming to have met you once." Chloe explained.

Jagged raised an eyebrow. "Well, I don't know anyone named Lila."

"Figured as much. She's been going around telling all sorts of ridiculous lies and when Marinette tried to confront her about it, she got aggressive with her." Peter said.

"That's no good. If you ask me, someone should get the word out." Jagged Stone said.

"That's the plan, stan." Mary Jane smirked as she held up her phone.

"It's not kind, but it has to be done," Alya said with her arms folded.

"You know, I admire someone who's willing to call out a lying bully." Jagged Stone said to Marinette. "How would you like a little job while I'm here?"

Marinette tensed as her world went silent for a few seconds. First, Gabriel was using her hat design and now THE Jagged Stone had a hob for her?! Her?!

"Really? I'm listening."

The next morning, when Lila came into class, she was met with some pretty sour looks from everyone else.

"Why are you all looking at me like I just kicked your puppy?" Lila asked, a hand on her hip.

"Because we know you lied," Rose said, crossing her arms with a stink eye.

Nathaniel glared. "And that you're a bully."

"We know what you said to Marinette the other day. Not cool!" Kim said.

Lila was starting to get a little nervous. Her eyes shifted back and forth as she saw the disapproving glares coming from everyone.

"None of you have any proof! For all you know, they're the ones lying, not me!" She shouted.

Chloe smirked evilly, all too ready to put this little bitch in her place as she took out her phone and played the recording. It said loud and clear everything Lila said to Marinette the other day...and right as Ms. Bustier came in.

"Lila Rossi, am I hearing all of this correctly? Is there something you would like to say to your classmates?" The teacher asked.

This was the straw that broke the camel's proverbial back. Lila panicked and rushed out the door.

"Lila, wait!" Adrien called out, ever the bleeding heart.

"Hey, Bro, it's okay," Nino said, pulling his friend back. "We'll find her together, okay?"

Marinette, Adrien, Alya, and Nino followed where Lila ran off to and found her sitting alone in the same bathroom she had confronted Marinette in the other day, angrily wiping away black mascara-stained tears from her eyes.

"Lila!" Marinette called out as she came over.

"What do you want? Are you here to gloat?" Lila scowled.

"Hey, you think we actually liked what happened?" Adrien asked defensively.

"Listen, Lila, we're sorry, but the thing is…" Marinette said, only to be interrupted.

"Keep your little fake apologies," Lila said, standing up and getting in Marinette's face. "The last thing I want is for someone to lecture me! So just leave me alone! I hate you! All of you!"

Lila then stormed off, crying the whole way. Now Marinette and Adrien felt guilty. It was true that Lila deserved to be called out for what she did, but in their rush to do it, they didn't think about how upset she would be.

"Well, that could have gone better..." Peter said as he and Bruce came by.

Lila was busy sulking outside of school. She was doomed to be alone, all because the boy she liked and that goody-two-shoes ratted her out, even if they did attempt to try and be her friend if she told the truth.

"Well, whatever!" She said to herself. "I'd rather have no friends at all than be friends with them! I don't need anyone!"

"Hey, kiddo. Why so down?"

Lila perked up and looked to the sky to see a man floating down surrounded by wisps of green smoke. He was clad in a green wizard-esque outfit with a purple cape held by Illuminati eye tassels and most bizarrely of all, was wearing a fishbowl-shaped helmet.

"W-Who are you?"

"Awww, come on." The man chuckled before grabbing his helmet and pulling it off to reveal his face as Lila gasped, recognizing it. "Aren't you gonna say hello to dear old DAD?"

Chapter Text

"Geez, poor Lila..." Peter muttered as he was swinging through the city as Spider-Man. "I mean, she deserved to be called out for her lies, but she seemed pretty broken up about it."

Suddenly a chuckle came from nowhere as Spider-Man looked around before seeing an honest-to-goodness dragon coming his way. Panicking, the Webhead let go of his web line and tumbled onto the rooftop of a nearby building. After looking up, he saw the dragon suddenly turn into a green mist.

"It was just some kind of illusion...My Spider-Sense didn't go off!"

Suddenly, a puff of green smoke appeared in front of Spider-Man making him jump back as a mysterious man clad in a green wizard-esque outfit with a purple cape, Illuminati tassels, and a fishbowl helmet appeared.

"Apologies for the scare, I was only trying to get your attention." The man said. "I am...MYSTERIO!"

"Oh my...is that a fishbowl on your head?"

"Bah, your jokes roll off me like rain." Mysterio scoffed. "I am simply here to issue a declaration of war against you, my wall-crawling friend!"

"What did I ever do to you, huh?" Spider-Man asked as he got into a defensive stance.

"Nothing much, but I know what the Daily Bugle says about you. I am merely a concerned citizen acting in the best interest of his country."

"Don't believe everything you read at the Bugle..." Spider-Man scoffed. "Well, believe what you read, just not what Ol' JJJ barks off about me."

"Oh, but this isn't just about you, my friend..." Mysterio chuckled. "I'm also putting Batman, Ladybug, and Chat Noir on notice! Before the day is done, Mysterio will be the new hero in town! The REAL hero!"

With that, Mysterio suddenly took off his helmet, seemingly revealing no head underneath. Spider-Man frowned, seeing through the cheap parlor trick before the helmet turned into a basketball.

"Until then...DON'T DROP THE BALL!"

Mysterio then dropped the basketball as it bounced toward Spider-Man before glowing brightly. This time, his Spider-Sense went off and he jumped out of the way just in time as the ball exploded. When the dust cleared, Mysterio had seemingly vanished.

"This...is NOT good."

Mysterio was not alone in making his grand debut that night:

Ladybug and Chat Noir had been having an easier patrol, helping the elderly cross streets, getting ballons out of trees and helping stores close for the night, getting apples in thanks. It had been nice, almost like a date between the two of them; no violence, no life-threatening bits…

CRASH!

So, you might be able to imagine their annoyance when they came across a jewelry store being robbed by the Jokerz.

"Take from the displays but leave the cash alone. My aunt needs this place." The lead Jokerz, Bonk, said,

"So, you'll steal the cookies but leave the chocolate chips?" Chat asked. "What kind of nephew are you?"

The Jokerz were quickly on guard and began to open fire, the two teens dodging.

"Kitty, I get what you were trying to say with that line, but…" Ladybug noted as her Lucky Charm provided her a shield.

"Yeah, that joke was lame!" One of the twin Jokerz girls said.

"Four out of ten! Try again!" Her twin added.

"Guess my jokes suffer if I'm in your lovely presence with no villain to fight…" Chat smiled sweetly as he faced off against a boy who seemed to be dressed like a Scarecrow. "A worthy price to pay, no?"

"F-focus, Chatton!" Ladybug blushed as she knocked away a fat boy wearing a clown mask, ignoring the cooing of the twins. "SHUT UP!"

"Not going to lie…that was a good one," Bonk said as he tried to square up with Chat, who dodged every blow easily.

"Thanks." Chat smiled.

Suddenly, the sound of a flute suddenly filled the air, causing the duo and criminals to stand alert as an orange orb suddenly appeared and then exploded.

Next thing everyone knew, a monster made of the stolen jewels appeared in front of the Jokerz, startling them as it swung a fist…but didn't hit them.

No, someone appeared behind them and knocked them out with a baton; a tanned girl in a fox-style costume.

"Thanks for softening them up, I'm not much of a group fighter." She said as she made her way over, a sway in her steps as she ignored Ladybug and focused solely on Chat. "A darn shame if something happened to a handsome kitty like you…Maybe you should trade your little water bug for a clever fox?"

Ladybug, suddenly filled with great jealousy and rage, grit her teeth at this, missing how Chat seemed indifferent to the newcomer, if maybe a little uncomfortable with how close she was with him.

But these thoughts were startled out when the sirens came on and the cops stepped out, the newcomer leaping away, but not before saying:

"The name's Volpina. Remember it!"

Elsewhere, a certain Cajun mutant gambler felt great offense to sensing someone using his catchphrase.

It didn't take long for word to spread about two new superheroes in town, Volpina and Mysterio. They were rescuing kittens, stopping meteors, and fighting bad guys left and right. New York was in amazement, but there were a few people who weren't so easily swayed.

Namely, our four heroes.

"Did you know anything about this?" Chat Noir asked the others.

"Mysterio seemed to have it out for us. He came to me with a declaration of war earlier." Spider-Man noted.

"Well, this all seems pretty fishy to me. We better investigate." Ladybug said.

"From what Spider-Man has told me, Mysterio seems to be using hyper-realistic illusions in order to misdirect his opponents. I have a hunch that Volpina is the same way." Batman said.

The four went on a search for these new heroes. Whoever they were, they could either be great allies or dangerous enemies. However, before they could find Volpina and Mysterio, Volpina found them.

"There you guys are. I've been looking everywhere for you." Volpina smiled. "Sorry about my dad, he tends to be a bit competitive, you know? Come on. We need your help."

"Why do you need our help? Can't you stop meteors?" Chat Noir pointed out.

Ladybug crossed her arms. "Yeah, and what kind of powers do you have, anyway?"

"Flight, Super Strength, and Magic," Volpina smirked, making jazz hands at the last part. "But enough about me, there's a dangerous new enemy we have to face!"

"What new enemy?" Spider-Man asked.

"They call him The Elemental!" Volpina explained. "Now come on!"

Volpina then rushed off in the other direction. The four heroes looked at each other, nodded, and followed her.

"Keep your guards up. I have a bad feeling about this..." Batman said.

The group eventually came across The Elemental, seeing Mysterio was already battling it. It was a menacing-looking beast with a flaming skull for a head, a tornado for a torso, arms made of jagged rock, and a bottom half that was basically a swirling waterspout.

"Well, The Elemental sure lives up to his name!" Spider-Man noted.

"Sheesh, that guy's pretty nasty." Chat Noir said.

"Volpina! It is good to see you've brought help!" Mysterio said after firing a blast of green energy at The Elemental. "With us together, this fiend stands no chance!"

However, The Elemental quickly turned and fled in another direction.

"Awww, we got him running scared!" Spider-Man joked. "He must just be a big ol' softie who needs a hug."

"We need to cut off his escape!" Volpina said. "Let's all split up!"

Ladybug, Chat Noir, Batman, and Spider-Man looked at each other and nodded. They then went off in those directions. Once they were out of sight, Volpina and Mysterio nodded to each other and vanished in a puff of orange and green smoke.

Meanwhile, Ladybug and Batman were chasing The Elemental until they found themselves standing on a target.

"What's this doing here?"

"Look out!"

Ladybug looked up to see she and Batman were surrounded by missiles from all sides.

"I wouldn't move if I were you."

The two heroes then noticed Volpina stepping out of a cloud of orange smoke, a hand on her hip and a smirk on her lips as Ladybug's eyes widened while Batman simply glared.

"What's all this about, Volpina?"

"This is about me taking over. Now everyone thinks Dad and I are superheroes, and once you two, Chat Noir and Spider-Man are out of the way, Marinette and all of her little friends are next, and not only will no one be able to call me a liar, but Adrien will be all mine!"

"Lila..." Batman scowled. "Is this what you've stooped to? Because people simply wanted you to be honest with yourself and others?"

Ladybug, however, was more empathetic. "Lila, listen, we know what happened to you at school, I'm sure nobody meant to hurt you."

Volpina growled. "Spare me. You couldn't possibly understand. Anyway, it doesn't matter. I don't need your pity."

Acting quickly, Batman drew one of his batarangs and threw it at one of the missiles, hoping to make a chain reaction that would destroy them all collectively. However, the batarang simply went through the missile, which disappeared in a puff of orange smoke.

"Illusions. Lies. Obviously." Batman scoffed as he turned to glare at Volpina, who panicked and quickly rushed off.

"Where do you think The Elemental is hiding?" Spider-Man asked as he and Chat Noir ran across the rooftops.

"No idea. Hopefully, Ladybug and Batman have found him already."

"I don't think you'll need to worry about finding him..." Mysterio's voice chuckled from seemingly nowhere as the two heroes stopped and looked around.

"I knew he was up to no good..." Spider-Man muttered to himself as a green thundercloud formed in the sky and Mysterio floated down from it, his hands on his hips.

"Up to no good, I'm simply giving this city a REAL hero!" The illusionist scoffed. "With my illusions, you'll never see what is real or what is fake!"

"The only fake here is you, bubble brain!" Chat Noir snarked.

Mysterio scowled behind his helmet before thrusting out his hand and creating a serpentine dragon, the same one that attacked Spider-Man earlier, to lunge at the two. However, Spider-Man simply folded his arms and stood in place as the dragon harmlessly passed by him and Chat Noir.

"Whoa! How did you know that was a fake?"

"He pulled that stunt on me a while ago. You learn to adapt."

"It seems you're not as much of an ignoramus blabbermouth as I was led to believe..." Mysterio hummed. "Bah! No matter, my daughter Volpina already has a plan in mind to bring you fools down, and soon the whole world will see the four of you as the failures you are!"

With that, Mysterio snapped his fingers and vanished in another puff of green smoke. Spider-Man turned to Chat Noir, both of them nodding as they went to find Batman and Ladybug.

"Volpina and Mysterio are in cahoots. They're trying to discredit us." Batman said as everyone grouped together.

"Doing a decent job, according to Ol' Brimstone" Spider-Man said, showcasing the latest issue of the Daily Bugle:

'MYSTERIO AND VOLPINA REPEL MONSTER! REAL HERO FAMILY SAVES NEW YORK WHILE MENCANCES AND WANNABES HIDE!'

"….I really hate that man right now." Ladybug mused. "And to top it all off, they're going after our friends…and especially Adrien. We have to stop them!"

"But...I'm Adrien!"

"Well...they don't know that." Ladybug blushed sheepishly.

"Well, if they don't know our secret identities...how about a little misdirection of our own?" Spider-Man suggested.

Batman arched an eyebrow. "We're listening."

Chat Noir had made it back home, making sure his parents didn't see him in costume as he snuck into his room and waited patiently. Sure enough, Volpina arrived.

"Where is Adrien Agreste?" She demanded, clenching her teeth and gripping her flute tightly.

"Never mind that. Let's talk." Chat Noir said. "Listen, Lila, I know you're upset, but this isn't the way. You don't have to take this route. You can-"

Before Chat could finish, Volpina covered her ears. "Shut up, shut up, shut up! I'm sick of these lectures!"

"Really? Seems like you could learn a thing or two!"

Volpina whirled around to see Ladybug diving down behind her. The villain smirked, and played her flute, creating dozens of duplicates of herself to fight the two heroes. Ladybug and Chat Noir fought their way through them, making each of them vanish in a puff of orange smoke. When the smoke cleared, the real Volpina was standing at the window, holding Adrien Agreste by the shirt collar.

"She's acting true to form so far..." Ladybug and Chat Noir thought together but had to keep up appearances.

"Let him go!" Ladybug demanded with a glare.

Volpina simply rushed out the window. Silently and with determination, the two young heroes chased after her.

"Mysterio! Mysterio!" Spider-Man called out as he and Batman were perched on the Eiffel Tower. "We know you're around here somewhere!"

"Ah, so you knew I would be here?" The man himself said as he appeared, floating in mid-air from swirls of green smog and lightning. "That's good, for you're just in time for the main event!"

Spider-Man and Batman then noticed Volpina had arrived with Adrien in hand. Nearby, they could see Ladybug and Chat Noir catching up to her.

"Good, it seems she took the bait." Batman thought before turning to Mysterio. "You say you want to be heroes? This isn't how I see heroes doing things."

"Oh, but what are one or two black marks on our hands if it means discrediting you cretins?"

"Put him down, Volpina!" Chat Noir demanded.

Volpina snicked. "Sure, just as soon as you admit Dad and I are the better heroes!"

"You'll only get yourself in more trouble if this continues!" Ladybug warned.

"You better make a decision soon," Volpina said. "My arm's getting tired, and poor widdle Adwien here is pretty heavy."

Chat Noir scowled. "You're bluffing!"

"Is she now?" Mysterio chuckled. "Simply give yourselves up, turn yourselves in, expose your true identities to the world, and let us take control as this city's great heroes!"

"Wanna bet?!"

Batman then took out a batarang and threw it straight at Adrien in Volpina's hands...and he vanished in a puff of orange smoke. Volpina gasped in shock while Mysterio narrowed his eyes behind his helmet.

"Gotcha!" Ladybug smirked. "LUCKY CHARM!"

The charm came in the form of a bike reflector. With quick thinking, Ladybug used it to flash some light in Volpina's eyes, distracting her, and keeping her from using another illusion. The light also reflected across Mysterio's helmet, making him stumble and nearly fall out of the sky before righting himself.

"CATACLYSM!" Chat Noir shouted.

Charging destructive energy in his claws, Chat Noir slashed the metal beneath Volpina's feet, causing it to rapidly rust and collapse, making her scream as she fell off the tower, quickly grabbing a nearby ledge.

"DADDY, HELP!"

"Alas, it seems the game is up." Mysterio shrugged nonchalantly. "Forgive me, my dear. I must be off."

"O-off?" Lila, her fear temporarily gone, asked.

"Indeed. For, while I am grateful to see you have some of my genius in you, you're sadly too childish and small-time for my grand ambitions. A pity, your mother's connections could've aided me so well…But then again, I'm certain I have another child out there. Well, I've dawdled too long. Farewell, Lila! I'm certain I'll think of you on occasion."

And with that, he vanished in a puff of smoke.

Lila's costume then vanished, revealing it was also an illusion made by Mysterio. She squirmed in terror as she held onto the ledge as tightly as she could, looking down in terror at the hundred-foot drop below her.

"No! Please! Pull me up! Don't kill me! Please! I'll do anything! ANYTHING!" She shouted as tears streamed from the eyes of her pleading face.

In her panic, she ended up letting go, only for Spider-Man to dive in and snatch her before web-swinging to safety. The girl was shaking in terror, tears of fear and betrayal running down her face as the webhead gently set her down on a bench.

"Sorry about that." He said softly. "I know a thing or two about deadbeat dads."

"Just ask MJ." Mentally he added, recalling some of the swearing and crashes from the Watson home. How someone like that had given the world his crush he'd never know….But he pushed those aside as the poor girl broke down into tears, letting the webhead awkwardly hold her until she calmed down.

"…If it's not too much?" The wall-crawler asked. "He mentioned…connections?"

Lila sniffled. "My mom is an Italian delegate. We've moved so much and so often I was practically always the new kid; alone, ignored…"

From not too far away, Chat felt a twinge of sympathy; he'd had Bruce and Chole at least…

"She did herself no favors." Batman reminded the younger hero.

"…Then why do I feel sorry for her?" Chat asked, getting a hug from Ladybug.

"Because you have a good heart." She smiled warmly, happy to cheer him up when he smiled.

Back to Lila and Spider-Man, the girl basically confessed that, in order to have some kind of power in her life, she started telling lies so that people would be nice to her, care about her…And with all the moving, she never had to worry about keeping those promises or living up…

Until Paris. Until Marinette…!

"Look, I'm not good at this but when you base relationships on lies, you basically live a lie, and when you do that, you can never have true friends," Spider-Man said. "You just need to be honest, say you're sorry, let people see the real you. Don't hide behind some fake facade to look good. Sometimes, it's better to just be true to yourself and others."

Lila curled up into herself, looking down. Spider-Man could see she had a lot to think about but his words seemed to resonate with her, at least somewhat.

Mysterio walked into a warehouse full of old stage props and other tools for movie-making and plays. Walking behind a red curtain, he approached a desk and unfurled a blueprint.

"And for my next trick..."

Suddenly, a batarang wedged itself into the table, startling Mysterio as he turned around to see Batman looming above him, the shadows casting him as an angel of vengeance ready to seek retribution against evil.

"It's over, Mysterio. Now that I know your base of operations, I know who you truly are….Quentin Beck."

Mysterio removed his helmet, revealing the face of a blonde man with his hair in a ponytail and noticeably pointed ears.

"How did you know?"

"Research. That and Spidey's memory finally coming in handy." Batman said. Three months ago, you were part of a film crew, filming a car chase. You illegally placed more pyrotechnics than was warranted to make better effects, nearly bringing a police copter down and starting a fire. Luckily, it wasn't too much for Spider-Man to handle, but you tried to flee the scene, and when he stopped you...You blabbed."

Mysterio glared as Batman scowled.

"You nearly hurt so many people, and now you try and replace us just to be popular? What if a REAL threat ever came along? Or did that not care, as long as, for a millisecond, you were the most important person in the city?"

Mysterio said nothing but then smirked as he snapped his fingers. From the ceiling, a special device fired electric bolts at Batman, mimicking a thunderstorm manifesting and sending out lightning strikes. The Dark Knight flipped and dodged through them before taking out a special batarang and throwing it at the device. The batarang began rapidly beeping before exploding with the force of a smart bomb, destroying the device in the process.

However, a train whistle echoed and Batman turned to see a bullet train charging straight for him. However, the Caped Crusader simply narrowed his eyes and let the train harmlessly pass through him, revealing it to be just another illusion.

"You really are the World's Greatest Detective if you catch on this quickly." Mysterio taunted. "But you must ask yourself this; what is illusion and what is reality?"

Batman then saw a pair of floating boxing gloves swing at him, one slugging him across the face. After catching his bearings, Batman began dodging the boxing gloves before firing his grapple gun at one and then swinging it into the other, destroying them both.

Suddenly, a ring of green flames manifested and circled Batman as Mysterio stepped out of it, surrounded by multiple clones of himself.

"Last chance, Dark Knight. By the time you figure out who is real, it'll be too late!"

Mysterio and his clones all took out various guns and aimed them at Batman. However, the Caped Crusader was unfazed as he simply typed some coordinates into his gauntlet computer.

Before Mysterio could react, the Batmobile suddenly crashed into the warehouse and swerved, striking him and also knocking his clones out of sync, making them explode into puffs of green smoke as the ring of fire fizzled out of existence. Mysterio tumbled across the ground before crashing against his own stage, causing multiple props to fall on top of him in the process.

"The show's over Mysterio and the reviews are in." Batman scowled. "And the ratings are tanking!"

Mysterio's arrest was announced and the Bugle was forced to print an extra to apologize for their words. Volpina was presumed killed in action against Elemental, but Fu assured Marinette and Adrian when they went to visit him with Bruce that a REAL fox-style hero was out there in waiting.

Lila, after two days of rest at home and a long, long, LONG overdue talk with her mother, had taken Spider-Man's advice and apologized to Marinette and her friends. It ended up going relatively well; she was not as hated as she'd feared, even being invited to some of Max's gaming events and a few other activities…after detention for threatening Marinette.

Now on route home, Lila was so engrossed in her thoughts she didn't look where she was going…

"OOF!"

"OW!"

"Why don't you watch where…Oh. You're…Lila, right?"

The girl looked up to see Flash Thompson getting up and offering her a hand.

"Y-yeah," Lila confessed. "Sorry about that…Lot on my mind."

"I can imagine," Flash said. "But you got real stuff on your mind, I got bad grades…"

Lila perked up at this. She wasn't exactly a straight-A student, but…

"W-well…if you want?" She suggested. "I can tutor you."

Flash looked up in surprise at that.

"Really? You would? Thought you'd be so busy, what with…"

"No, I got loads of free time," Lila assured him. "So, what first? English? Social Studies?...Calculus?"

They both shuddered at that last one…which made them laugh as they walked to Flash's house, Lila shooting her mother a text…and turned on the locator so that her mother knew she was being truthful.

Chapter Text

In the darkness, a cold metallic hand held a snow globe depicting a beautiful woman dancing in a winter wonderland.

"This is how I'll always remember you; Surrounded by winter forever young, forever beautiful." A cold robotic tone spoke up with a tone of somberness mixed in. "Rest now, my love. The monster who took you from me will soon learn that revenge is a dish...BEST SERVED COLD."

As the owner of the hand spoke this, a pair of glowing red goggles glowed in the darkness, the eyes behind them narrowing in anger...

At a local restaurant, Adrien was having lunch with Marinette, Bruce, Peter, and a very special guest; Jagged Stone himself. It had been a week since the issue with Lila and Mysterio and besides the minor bouts of crimefighting, it had been a relatively slow week.

"Geez, snow in August?" Peter asked as he watched the nearby TV showcasing a news report on a string of 'cold crimes' targeting GothCorp, a sibling company to Wayne Co. whose CEO had been old friends with Thomas back in the day. "And what's this about a Freezing Gun?"

"Sounds like something Bruce's company would use to make instant snow cones?" Adrien playfully suggested.

Marinette couldn't help but snort at Adrien's joke while Bruce rolled his eyes, currently texting on his phone to Lucius Fox, CEO of Wayne Tech and one of his trusted friends and cohorts in handling the business side of things in Wayne Co...not to mention the technology.

"So Adrien, I know how much you like my music, so I have a surprise for you." Jagged Stone spoke up, getting Adrien's attention.

"Really?"

"Hold out your hands, and close your eyes."

Adrien did as he was told and Jagged made a shushing motion to Marinette, Bruce, and Peter as he excitedly put a CD in Adrien's hands.

"Alright, open 'em!"

Adrien looked down at the CD he had just been given and his eyes widened with sparkles in them. It was honestly adorable, Marinette thought.

Jagged smiled. "It's my latest album, not even released, and autographed."

"F-For me?"

"All for my favorite lil bloke." Jagged chuckled. "Oh, and guess who designed the cover?"

Marinette blushed shyly as Jagged gestured to her, waving bashfully at Adrien, who stared at her in amazement.

"C-Can I have your autograph too, Marinette?"

That definitely threw Marinette for a loop to be sure. Eventually, excitement overtook her heart as she nodded happily, accepting the marker offered to her and singing the CD.

"This is the coolest lunch I have ever been to! Thank you so much, Mr. Sto…I mean, Uncle Jagged! Thank you, Marinette!"

Marinette giggled. "You're welcome, Adrien."

Jagged, Bruce, and Peter smiled at just how happy the two of them were. However, a text alert from Lucius got Bruce's attention and he frowned at what he had been shown; it was the things that had been stolen from the GothCorp raids.

Alone, they didn't seem like much, but when put together, they became a massive weapon able to generate intense cold. There was only one component missing and only one plant at GothCorp made it.

Seems like the week was picking up for Batman tonight.

As the night rolled in, a large vehicle was moving fast toward the GothCorp production plant. The security guards barely noticed and got out of the way in time as the vehicle crashed through the toll gate.

Fortunately, the Batmobile was in hot pursuit, and just up above, a familiar red and blue-clad figure was swinging on webs overhead.

"We got company!" The driver of the vehicle said when he noticed the Batmobile from the rearview mirror.

"Keep your mind on the road. I'll handle this."

The back of the vehicle opened up and an armored arm reached out, carrying a high-tech cannon-like apparatus that fired a beam of cold energy that created instant ice, a sheet forming over the street and causing the Batmobile to swerve out of control.

"Bruce!" Spider-Man exclaimed as he dove down and fired enough webs to make a giant grappling hook that latched onto the back of the Batmobile and perched himself on a nearby lamppost as he pulled.

Seeing what Spidey was doing, Batman moved his car while putting his foot off the gas and turned. Fortunately, the Batmobile was able to stop itself before it crashed into anything but it was clear the heroes would have to go on foot now.

As the vehicle approached the GothCorp plant, a hatch in the roof opened up as the same cold gun peeked out and blasted the shutter door, freezing it solid and allowing the vehicle to smash on through.

After getting inside the plant, the back of the vehicle opened up and the driver plus several other thugs clad in winter gear jumped out. Following behind them was their apparent leader; a man clad in a high-tech battle suit colored in various icy shades of grey, white, black, and blue equipped with the cold gun. His head was covered by a protective dome, his skin appeared to be a cold blue, and his eyes were covered by red goggles.

"Load those canisters and hurry."

As the thugs got to work, the armored man made sure the security couldn't intervene by freezing the doors shut. However, Batman and Spider-Man were quick to jump down and make their presence known, Batman dive-kicking one thug, who was pushed into another while Spider-Man webbed the other two and sent them flying through the air.

"Freeze!" Batman ordered as he pointed to the boss.

"That's Mr. Freeze to you." The armored man corrected as he aimed his cold gun and fired.

Batman and Spider-Man quickly moved out of the way of the blast, the former throwing a batarang at the so-called Mr. Freeze, only for him to shoot it with his cold gun, turning it into a crescent icicle that shattered harmlessly on the ground.

"This is a personal vendetta. It doesn't concern either of you." Mr. Freeze said, keeping his gun trained on the two heroes.

"It's our concern now," Batman said as he got on guard.

"Yeah, and you do realize Christmas isn't for another four months, right?" Spider-Man pointed out. "Just saying, you might want to hold off on the Winter Wonderland works."

"Since you ally yourselves with my enemies, you leave me no choice."

Mr. Freeze opened fire, forcing Batman and Spider-Man to go on the move. The thugs also took cover to avoid getting accidentally frozen by their boss.

Seeing as his opponents were too quick, Mr. Freeze froze the area that Batman was about to land on, which happened to be a walkway. As soon as he landed, the frozen part shattered and Batman fell.

"Batman!" Spider-Man called out as he moved to help his friend, only for Mr. Freeze to fire on both of them.

Batman shielded himself with his cape and Spider-Man formed a thick web dome over the both of them, the cold energy freezing it solid. Seeing as the two heroes were indisposed at the moment, Mr. Freeze ordered his men to load the last of the canisters into their vehicle before escaping.

With their combined strength, Batman and Spider-Man broke out of the frozen web dome just in time to see the vehicle driving off. Silently cursing to himself, Batman shivered as the cold started getting to him.

"Yeah, we should get out of here before we catch cold."

"AAACHOO!"

"You okay, Tiger?" Mary Jane asked at school the next day.

"Yeah, no big deal," Peter said, blowing his nose. "I was out late last night doing errands and must have caught a small cold."

Mary Jane smiled warmly and handed Peter her thermos.

"It's just green tea. I find it helps."

Peter graciously took a small sip and wiped the mug before handing it back to the girl of his dreams.

"Thanks, MJ."

The girl smiled warmly and gently patted away sweat from Peter's forehead, then moving on to placing her hand on his shoulder.

"You do a lot for people, But make sure to leave some you time, okay?" She suggested. "I'm pretty sure the gang can handle things without you once in a whilem especially with Bruce around."

Where he an average teen, Peter would've taken that worry into consideration. Oh what he wouldn't give to be able to do just that; to just forget about other people. To trust Bruce, Mari and Adrian to handle things.

But he knew better.

With Great Power, Comes Great Responsibility.

And Responsibility didn't allow such freedom. Not unless he could live with another good man gunned down before his time by some punk…

Besides, saving people and knowing he did good? That was rewarding in and of itself.

"Say, where is Bruce right now?" Mary Jane asked, bringing Peter out of his musings as she glanced around. "I didn't see him at attendance check; something happen?"

Her eyes widened as a horrifying idea came over her.

"Did his injuries from that fall come back worse or…?'

"Oh, no! No, no. Nothing like that." Peter assured her. "He told me he has a meeting with Ferris Boyle, the CEO of GothCorp."

Mary Jane let out a sigh of relief before her brow furrowed when she saw who Bruce was meeting with.

"Humanitarian of the year fella, right?"

"Yep." Peter smiled, then noticed the redhead's frown. "…You not a fan of his?"

"Let's just say he's an actor in his own way." Mary Jane explained. "And I don't mean stage or screen."

The bell then rang for the next class, but Peter quickly shot Bruce a text, asking him to be careful

"Bruce! It's been forever, how've you been?" Ferris Boyle smiled warmly as Bruce came into his office, pulling the young man into a hug. "Still the terror of the Gotham night scene? Or maybe you're still the ladykiller by the Eiffel Tower and Lady Liberty?"

Bruce chuckled. "I get around when I can. School and all, ya know?"

"Ah, fair, fair. Still, you're looking more and more like your old man every day, I have to say," Ferris said. "He'd honestly love seeing how much you've grown."

"Yeah..." Bruce smiled sadly. "Speaking of terror, what's this I hear about someone causing trouble for GothCorp?"

Ferris shrugged. "You got me. Some fruitcake has it out for my company, I don't know why."

"Maybe it's an investor who lost money or an angry ex-employee," Bruce suggested. "You do tend to be hard on some of your workers here and there."

"There's only one man who'd hate GothCorp that much...if he were even still alive." Ferris said. "Victor Fries..."

"Victor Fries?" Bruce asked. "The cryogenics genius?"

"Yup; he was one of our best scientists years back. The only problem was he was obsessed with something to the point that he resorted to using company equipment without authorization." Ferris explained. "It was costing the company money. MY money."

"Did you ever figure out what he was doing?" Bruce asked.

"I couldn't tell you because honestly, I couldn't care less," Ferris said. "My security force and I went after him. There was a fight and he ended up getting killed in the scuffle."

"I know what he was doing was wrong, but he had to have had a good reason," Bruce suggested.

"Bruce, you and I know as well as anybody that when the wage slaves start acting like they can take over things, you gotta draw the line," Ferris said. "Listen, I know GothCorp always goes on about being 'the people company' but it's not as sugar and spicey as we'd like it to really be, do we?"

Bruce narrowed his eyes. Despite being a good friend of his father, Ferris was notoriously tight-fisted when it came to these things and despite GothCorp doing a lot of good for humanitarian efforts, Ferris wasn't exactly the best boss to his employees either, even if he didn't outright abuse them.

"Sir, the humanitarian committee is here." Came Ferris' secretary on the line.

"I'll be right out," Ferris answered as he prepared to leave. "Sorry to cut things short, Bruce. We're hosting a ceremony tonight for Gotham's Humanitarian Industrialist of the Year. Hope to see you there?"

"I feel ill..." Bruce said with a frown before sniffling. "Excuse me, I picked up a mild cold last night. I'll need to be off for right now."

With that, Bruce left the office and made his way back to the limo driven by Alfred. It was clear now that he needed to do some digging on this "Victor Fries"...

Sitting in the frozen-over warehouse where he had made his hideout, Mr. Freeze scowled as he saw Ferris Boyle on the news, giving a speech regarding the attacks on GothCorp as well as his upcoming ceremony for Gotham's Industrialist Humanitarian of the Year award.

"Humanity...Compassion...CHARITY!" Mr. Freeze snarled as he froze the TV before punching it into a million frozen shards. He then turned to a large tube filled with an icy blue liquid holding a beautiful woman in suspended animation. "Where were those pretty words when SHE needed to hear them?!"

"The device is almost finished, Boss!" One of his thugs called out as he and the others were putting it together with the parts they had stolen.

"Good. The cannon must be completed tonight." Mr. Freeze said as he oversaw the construction. "I have my own warm wishes to bestow on Mr. Boyle..."

In the Batcave, Bruce invited Peter, Marinette, and Adrien to look over what was known about Victor Fries.

"While I was talking with Ferris, he mentioned something about an accident involving one of his scientists. I looked it up and then I remembered a headline from last year."

"Does it say what caused the accident, sir?" Alfred asked.

Bruce looked over the news files but found nothing.

"Something tells me Mr. Boyle is covering something up," Peter noted.

"We're going to need to look through GothCorp's classified files to see just what Ferris is hiding," Bruce said.

"Well, Mom and Dad are attending the ceremony tonight. That'll let me give you a backstage pass in." Adrien suggested.

"I guess Peter and I will wait on the sidelines." Marinette hummed.

A few hours later, the ceremony was in full swing but Batman was going in stealthily. Adrien was attending the party with his parents and acting as the cover guy at the moment while Bruce, Peter, and Marinette snuck into the security room.

"This is a REALLY bad idea!" Ladybug whispered as Batman, disguised as a security guard, used a keycard he swiped to access the file room.

"Bad idea or not, Ol' Ferris Wheel has gotta have some dirt," Spider-Man whispered back as he crawled on the ceiling.

Looking through the files after taking off his disguise, Batman found one that was labeled 'TOP SECRET' and searched through it before finding old photos of a man, most likely Victor Fries, happy with a beautiful woman as well as what looked like a data disk containing a video recording and blueprints for some kind of stasis chamber using cold fusion energy to put a body in suspended animation.

"What's this?" Ladybug asked as she saw a medical report in the file as well, checking it over with Batman and Spider-Man.

[Nora Fries]

Diagnosis: Positive

Prognosis: Terminal

"Victor had a wife who was sick..." Batman noted before checking the data disk next, taking out a USB Drive and plugging it into the nearby computer.

The video that played showed who appeared to be Victor Fries, looking like he was making a recording as he stood beside the stasis chamber, which held the woman in the pictures in suspended animation in an icy blue liquid.

"My name is Dr. Victor Fries. I am recording what I pray will be mankind's first step toward immortality. Behind me, you see the CC-100, a cryogenic freezing chamber of my own design." He said as he gestured to the machine. "I created it for the express purpose of freezing subjects stricken with inoperable ailments. Subjects like...my beloved wife, Nora. Once a remedy has been found..."

Suddenly the sound of banging was heard as the doors to the lab were kicked open by Ferris Boyle, backed by security guards.

"Fries! Get away from that equipment right now!"

"Stop! This is my experiment!" Victor argued as he tried to placate Ferris.

"Your UNAUTHORIZED experiment that I ordered to have the funding pulled for." Ferris snapped back. "You're already putting the company three million in debt with this fiasco!"

"You can't stop it now, my wife is in there!"

"So just let her out!" Ferris said, not even seeing or caring what the big deal was.

"You can't interrupt the process now! It's her only chance!"

"This is MY equipment, Victor!" Ferris snapped. "I have every legal right to use it or not use it as I see fit and I say this project ends NOW!"

In anger, Victor moved to attack Ferris to try and stop him. The two struggled before Ferris kicked Victor back, causing him to crash into various cryogenic chemicals that dosed him in coolant gas and other liquids.

"Everyone, get out! Evacuate the building!" Ferris ordered the guards as they fled the lab, not wanting them or anyone else to be caught up in what was happening.

Victor, miraculously still alive, weakly reached out to the CC-100 where Nora was kept suspended. He placed a hand over the glass, leaving a handprint of coolant over it as he collapsed.

"Nora! Nora...!"

And just like that, the video ended. Ladybug had covered her mouth in horror and both Batman and Spider-Man looked positively sickened, the latter at a loss for words for once.

"My god..."

"Yes."

Startled by the new voice and with Spider-Man's Spider-Sense going wild, the young trio turned to see Mr. Freeze himself at the door.

"It would move me to tears if I still had tears to shed."

The three heroes couldn't react as a searing blast of cold hit all three of them and everything went black...

The next thing Ladybug knew when she came to, she felt like she was being hanged upside-down and the air was chilly and crisp like she was out in the snowy mountains. As she came to, she saw something that made her gasp; the same CC-100 from the video recording, and inside it was Nora, still preserved in cryogenic suspension.

"The snow is beautiful, don't you think?" Came the voice of Mr. Freeze. "Clean, uncompromising..."

"And cold." Ladybug could hear Batman mutter.

"Like the swift hand of vengeance."

"We saw what happened, Victor. We're sorry." Spider-Man said sincerely. "If you can just give us a chance, we can help you; bring Boyle down…"

"I'm beyond emotions. They've been frozen dead in me." Mr. Freeze coldly replied.

"That suit you wear...a result of the chemicals you were exposed to?" Batman asked.

Mr. Freeze nodded. "Very astute of you. I can no longer survive outside of a sub-zero environment. Tonight I intend to pay back the one who ruined my life...OUR lives."

"Even if you have to put who knows how many people at risk to do it?" Ladybug asked. "Would Nora even want this?!"

Mr. Freeze turned his attention to the young rookie hero, who flinched at the sheer icy menace he exhumed toward her as he approached. Ladybug closed her eyes fearfully, expecting him to hurt her, but instead, he tenderly placed a hand over the glass of Nora's cryogenic chamber.

"Think of it; to never again walk on a Summer's day with a hot wind in your face...and a warm hand to hold." He said softly. "Yes...I would KILL for that."

With that, Mr. Freeze turned and left, his thugs following close behind. As soon as they were gone, Batman grunted as he moved to break free of his icy restraints. Spider-Man fired a web toward an icicle and pulled it into his hand, which he then used to smash the ice holding his legs up and coming down. Batman had done the same but had to manually reach for it with his hands.

With both veteran heroes free, they moved to free Ladybug next. After making sure their surrogate little sister was alright, they then went over to Nora's cryo-pod, where Batman's utility belt had been placed on the side by Mr. Freeze earlier.

"For such a genius, he sure made an amateur mistake." Spider-Man noted.

"I'm not so sure." Ladybug mused. "maybe, despite what he says, Dr. Fries knows this is wrong and left the belt there in case we got out. And on the subject: What are we going to do about Nora?"

"I'll send Lucius to pick her up. WayneTech will find a way to help." Batman said as the trio left to stop Mr. Freeze.

The completed Freeze Cannon arrived at the GothCorp tower where the ceremony was being held. Mr. Freeze and his thugs disembarked after parking in front as Victor looked up at the building.

"Keys, sir?" The chauffeur asked, holding out a hand.

All the poor fellow got was a cold glare, making him nervously back away. He then made a gesture to his henchmen, who piloted the Freeze Cannon and aimed it straight at the building, charging up as the vats bubbled before firing a massive beam of cold energy at Mr. Freeze's command.

As the ceremony was going on, Adrien had been helping himself to some of the hors d'oeuvres before looking out the window and seeing the Freeze Cannon firing, looking down just enough to see ice creeping up the building.

"Uh-Oh..."

Quickly, Adrien ran to his parents and got Gabriel's attention.

"Dad, I just remembered that Marinette is waiting for me downstairs. I was gonna help her with homework tonight!"

Gabriel shot Emilie a look, the woman herself chuckling at her son's apparent slip of the mind and how he clearly fancied this girl. Seeing no harm in this (and partly to stop Adrien from cleaning out the best of the hors d'oeuvres), she nodded to her husband.

"Well, if her parents are there as well, then it's okay." Gabriel sighed. "Just...be safe."

"I will, Dad."

As soon as Adrien found a safe spot out of the ballroom, he then put on his ring as Plagg popped out of his jacket pocket.

"Trouble, kid?" the Kwammi of Destruction asked, stifling a yawn.

"Yeah, big trouble," Adrien said before thrusting his ring out. "PLAGG, CLAWS OUT!"

Batman, Spider-Man, and Ladybug had made it to GothCorp to see Mr. Freeze was already freezing it over with his Freeze Cannon. Knowing they needed to act quickly, they made sure to avoid being seen before sneaking up on the thugs manning the cannon.

Before the thug manning the power panel could double the output of the cannon, Spider-Man webbed his hand to the controls before diving down and kicking him upside the head. Mr. Freeze noticed the heroes and fired his cold gun but they jumped past him, Batman taking out the second thug in the process.

"Alright, I can do this..." Ladybug said as she looked over the controls to see what turned them off before taking a leap of faith and pressing a big red button...which worked. "Yes! The big red button always works!"

Angrily, Mr. Freeze fled from the truck as he kicked open a fire hydrant before using his cold gun to freeze the gushing water and propel himself to the ballroom, crashing through the windows and shocking everyone.

"The cold eyes of vengeance are upon you, Boyle."

"W-Who are you?" Ferris asked.

"Come now; surely you remember your old colleague, VICTOR FRIES."

"Victor..." Emilie gasped in recognition, Gabriel's eyes also widening.

Before Ferris could react to the fact that the man he thought dead was still alive, Mr. Freeze fired his cold gun and slowly began freezing him from the bottom up.

"No...NO!" He panicked. "S-S-Stop! Please! I-I b-beg you!"

"You...BEG?" Mr. Freeze asked coldly as he stopped. "In my nightmares, I see my Nora behind the glass, begging to me with frozen eyes. How I've longed to see that look frozen on YOU!"

Mr. Freeze's wrist then protruded a vibrating pick as he raised it to skewer Ferris through the face, only for him to be knocked off-course by webbing hitting his helmet, making him stumble back as he pulled it off, just in time for Batman, Spider-Man, Ladybug, and Chat Noir to run in.

"Glad to see you guys made it in time!" Chat smirked.

"Not now, Chatton," Ladybug said. "We need to turn up the heat on this guy!"

Batman moved first, knocking Mr. Freeze off his feet and making him tumble but despite his bulky suit, he got up with surprising speed as Spider-Man rushed in and tried to hit him a few times, only to find the armor absorbing the blows before being grabbed and thrown into the snow.

"The advanced circuitry that powers my suit also triples my strength!" Mr. Freeze boasted.

Chat Noir took out his baton and extended it, trying to smack Mr. Freeze around only for him to grab it and yank, sending Chat flying through the air before crashing into the hors d'oeuvres table.

"Awww come on! This is definitely not a dish to serve cold!"

Ladybug moved and tried to strike Mr. Freeze with her yo-yo, only for him to have the string wrapped around his arm and pull her into a chokehold. Batman, Spider-Man, and Chat Noir moved to try and help, only for Mr. Freeze to release drones from the backpack part of his suit to hold them off.

Spider-Man leapt upwards, webbed one drone to slam into another then leapt onto another to punch the one next to it into a wall. This left Chat and Batman to deal with one each, Batman with a single batarang and Chat with a charging up Cataclysm and he kept forward, hoping to damage Freeze's suit enough to save Ladybug.

Meanwhile, Mr. Freeze glared at the sole heroine struggling in his grasp. Once upon a time, he'd have never wished her harm. Once upon a time, her question about Nora may have made him pause and maybe even stop. But not this time. She was in his way and he had come to far to be denied.

"Sooner or later all who stand in my way...must feel the icy touch of DEATH!"

"Then maybe...you need...TO WARM UP!" Ladybug shouted back as she swung her yo-yo upwards. "LUCKY CHARM!"

Manifesting in Marinette's hand was a red jar filled with something warm and decorated with ladybug spots. She then smashed the jar over Mr. Freeze's helmet, cracking the glass and spreading a hot liquid over it that caused it to shatter, making him gasp as he began to choke, steam venting out of his suit as he began overheating from being exposed to temperatures above sub-zero.

"What was that, Milady?" Chat Noir asked as he, Batman, and Spider-Man finished off the drones.

"The only way to fight a cold, Chatton." Ladybug smiled. "Chicken Soup!"

"It...can't...end this way...Vengeance...!" Mr. Freeze choked out, having collapsed onto the snow in a desperate bid to keep himself cold enough to survive while reaching out to the still half-frozen and shivering Ferris.

"No...JUSTICE." Batman firmly said before turning to see Emilie and Gabriel approaching.

"He's been alive this whole time..." Emilie whispered.

"You know him?"

"Know him? He was going to be Adrien's godfather!" Gabriel remarked, missing the shocked look on Chat Noir's face. "Victor was my best friend growing up. And Nora helped Emilie and I meet. Without their support, I doubt we'd be where we are now."

"G-Gab-Gabriel…?" Freeze struggled, seeming to make out his friend's voice.

"The last time we saw them was at what was supposed to be their wedding; before…." Emilie began, fighting back the memories; Notre Dame, a beautiful ceremony, baby Adrien in her arms, Nora and Victor looking so happy…and then Nora falling to the ground, her condition coming back with a vengeance.

The Agreste parents then found themselves being handed a USB.

"This will explain everything." Was all the Caped Crusader said. "Watch it for yourselves and then send it to Commissioner Gordon."

Batman then approached the shivering Ferris with a glare even colder than anything Mr. Freeze could create, deciding to have some final words to his family's now-former friend.

"Good night...HUMANATARIAN."

In Arkham Asylum, the special prison that had been made to contain the 'supercriminals' from all corners of New York, Mr. Freeze, without his suit, sat alone in his icy cell. Considering that he was ultimately a victim in the grand scheme of things, despite going to extreme lengths to take revenge, the parole board had opted that, should he show good behavior, he might be let out early.

Bruce had also come to visit and tell him that Nora was okay, being kept safe at WayneTech, where the top scientists and doctors working there were working their hardest to find a cure for her illness. While it did lift Victor's spirits somewhat, the man still had a debt to pay back to society.

"I failed you...I wish there were another way for me to say it...I cannot." Victor weakly said to the snow globe that Nora had given to him on their anniversary many years ago. "I can only beg your forgiveness and pray you hear me somehow. Someplace...where a warm hand waits for mine..."

With tears in his eyes, Victor bowed his head in sorrow, sitting alone in his cold, lonely cell. Outside of Arkham, Batman could only watch somberly before turning to leave, wishing he could do more to help the broken soul known as Victor Fries.

Ferris Boyle, once one of the most powerful and respected men in town, was brought to Blackgate Prison, and to his displeasure, he would be sharing his room.

"Well, well, well!" His cellmate, hidden in the shadows and shuffling cards, mused. "The new guy and me; bunking!"

His cordial tone sudden;y turned into a growl.

"I'd be elated if it was anyone but you."

Ferris sighed, having heard enough spews of hatred to last a lifetime at this point.

"Look, I what I did to…"

"Oh, no, no, no! It's not what you did to the snowman that pissed me off!" The inmate mused. "In fact, I found the whole thing hilarious; funniest thing I've read in years!"

The man stopped shuffling his cards and instead reached into his pocket to reveal a shank.

"No, I hate you, Boyle…"

He slowly turned, letting Boyle get a clear look at him.,

"…because you stole my voice."

"No...NO! NOT YOU! STAY BACK!"

The man's mouth stretched into a vile, wicked, twisted grin, his green eyes glimmering in the darkness as he slowly began to chuckle...which then burst into a full-on laugh as Ferris' screams echoed through the prison complex. Throughout it all, the man had one other thing on his mind.

"New York...Gotham...Paris...the three big powers that rule this land...always brings a smile to my face. But those two new kids in their fancy pajamas, thinking they can follow in the same footsteps as Ol' Batsy? WAIT 'TIL THEY GET A LOAD OF ME."

Chapter Text

The bell rang, signaling that school was over for the day. The students hurriedly grabbed their things and headed out the door, eager to enjoy their hours of freedom (aside from homework).

The four were not fully over the events of what the press called 'the GothCorp debacle' and were looking forward to a hopefully, lower-stakes few days.

"Hey, Mari! Adrien, wait up!" Juleka waved, stopping the two as they waited for her. "Do you two have any plans?"

"Well, a little clean up at the bakery, but Mom and Dad said it could wait." Marinette mused.

"Nothing on my end," Adrien said.

This made Juleka smile, but not her usual smile. No, this was a sneaky smile.

"Really? No date?"

The two blushed at that, gazing at each other and suddenly not being able to look at each other. It was different when they were out of costume, for some reason; fighting bad guys kept you focused and by the time fights ended, you were done and close to your time limit.

"Well, if that's the case; how would you two like to come over for a bit?" Juleka suggested. "Luka's been wanting to catch up and meet Adrian."

The two more experienced heroes, having been going over an assignment, couldn't help but overhear

"Luka?" Bruce asked, surprised to hear this.

"Juleka's older brother" Peter smiled as he grabbed his backpack. "A real rockstar in the making, kind of like Hobie but with a brighter outlook once you get to know him."

Bruce raised an eyebrow at that.

"Luka communicates more through his music and actions than words," Peter explained, then slapped his forehead and then reached into his backpack. "Aww dagnabit! Been meaning to return that CD Jules gave me!"

Juleka, seeming to hyave noticed this, motioned for Bruce and Peter to join her, Mari and Adrian.

"We could use a break." Peter mused to his friend, who smiled as the limo pulled up.

Luka Couffaine was sitting in his room, meditating. He was trying to think of lyrics for a song he was writing. He was deep in thought, thinking about all the different notes and chords coming together in a beautiful song. That's when he heard someone outside his room.

"I don't know about this, Juleka."

"Come on, Adrien. My brother is really nice, trust me. You two are gonna be great friends."

"Well, you know how I get about first impressions..."

"Adrien, you need to learn to trust more than just me, Peter, and Marinette." An older boy's voice spoke up.

"Okay, Bruce..."

Luka thought about the names 'Adrien' and 'Marinette' in particular, recalling how Juleka had been talking to him about two people with those names. He also noticed the names 'Bruce' and 'Peter' being mentioned as well.

"Wait, didn't Juleka say she had been talking with THE Bruce Wayne at school? From what I've heard he's even older than me."

The door soon opened and Luka saw his younger sister enter the room, along with the man himself Bruce Wayne in the flesh. There was also a tall, lean young man with brown hair but what Luka's attention was on were the two other young teens who were the same age as his sister and couldn't help but smile.

"You guys must be Adrien and Marinette. Juleka's told me all about you guys."

"Wow, glad to see I've made such a good first impression..." Adrien said bashfully.

Luka then noticed the other two young men.

"Oh, and last but certainly not least…this is Peter Parker, genius comedian extraordinaire..."

Peter gave a wave,

"...And Bruce Wayne!"

Bruce gave Luka a handshake and handed him a business card.

"I couldn't help but notice the instruments and musical notes; I'm always on the lookout for local talent and can already think of a few events I think you'd do well at. And before you ask why I'm still in school, yes it comes up often enough I have practiced this….I can do good in business and in the field. I just struggle with classwork." Bruce said

Peter, Marinette, and Adrien both coughed 'LIAR!' between their hands, making all smirk.

"So Adrien, do you sing at all?" Luka asked.

Adrien rubbed the back of his head. "Well, not in front of other people, no."

"That's a shame. I bet you have a great voice," said Luka, strumming his guitar. "Just try it. Sing a song. Anything."

"Anything?" Adrien asked.

"Anything. I like all kinds of music."

Adrien turned to Bruce and Peter, who both gave reassuring nods as he took a deep breath to calm himself before singing the chorus to the first song he could think of; 'Hearts on Fire' from Rocky IV.

Luka was blown away. Not only that, but so were Marinette, Juleka, Bruce, and Peter. Adrien's voice may have been younger than the original singer, but he seemed to vanish in the lyrics, passion flowing from the words.

"Whoa! Did I die and go to Heaven?!" Peter gawked.

Bruce blinked. Then pinched himself.

"…Nope. Jeez, Adrien, where were you hiding those pipes?"

"Model, nice, and a singer?" Juleka asked. "No wonder he's only just in school now, he'd never have been alone otherwise."

"Dude, I told you! You sounded great!" Luka beamed, slapping Adrien on the shoulder.

"W-Wow, really? Thanks..."

"Hey, if it ever works out, would you like to collab?" Luka asked. "I know you're busy, so….Um, Jules? Is…Is Marinette okay?"

Marinette had remained spellbound the entire time, not only enraptured by her crush's singing voice, but suddenly imagining him doing the Rocky workout…A hue of red overtook her face as some red...and she collapsed to the floor. Or rather, would've, if Bruce hadn't caught her.

"OH, MON DIEU! I KILLED HER!" Adrien screamed in horror. "PETER! CALL 911! IS THERE A FIRST AID KIT IN THE HOUSE?!"

Juleka and Luka started fanning Marinette as Peter tried to calm the younger teen down, eventually having to slap him to do so.

The next day, Miss Bustier took her class on a field trip to Oscorp Labs to see Dr. Curtis Connors at work. Peter, being Dr. Connor's assistant every other afternoon and Bruce, always interested in genuine, well-meaning scientists, had signed up as chaperones for the event.

They had a free morning, after all.

"In nature, everything is connected. As scientists, we explore and expand upon those connections to the benefit of society." Dr. Connors said as he put on a pair of rubber gloves before taking a hook and dipping it into a special vat full of genetically altered rays and electric eels to hold one of them. "Think of what it would mean if we could harness this bioelectricity and generate an alternate form of energy. A new, clean source of power."

"Ugh, why are we even here?" Alix groaned. "I'm not here for all this nerd stuff."

"Honestly, I think a little nerd stuff would be good for you, Alix," Max Kanté said. "I for one, happen to find this all quite fascinating."

"Yeah, this is cool and all but you might wanna clean the tank," Nino said, tapping the glass.

"Don't worry, it's clean. The fluids in this tank increase the eels' bio-electric signatures." Dr. Connors assured. "Unfortunately, those signatures have become so intent that we've been forced to upgrade the lab's bio-electrical filters."

The electrical engineer working on the filters couldn't help but chuckle with a roll of his eyes.

"'Um…We've' been forced?"

Dr. Connors chuckled. "I stand corrected. We're forcing Max here to upgrade it."

"All I'm saying."

"Wait, but Max is right here." Kim said, gesturing to Max Kanté.

"Hehehe." The other Max chuckled. "I'm Max Dillon, call me Maxxie if you need to separate me from the kid. That's what the kids back in school called me."

"Maxxie?"

"Caline?! Holy cow, it is you!"

The two embraced in a hug as they chuckled, surprising the students; not used to their teacher being so openly affectionate.

"Oh, pardon me, students. Mr. Dillion, or Maxxie, as I knew him, is an old friend from school." Miss Bustier explained before turning to him. "Maxxie, you never told me you got your electrical engineering degree!"

Max chuckled. "It's really no big."

"I beg to differ." Dr. Connors mused. "Max here is a genius at what he does; no one else in the city could even come close to handling the wiring and systems needed to help the labs run smoothly."

That made Max smile a bit.

"…shame doc's praises doesn't carry over to the rest of the city…." He said. "And even he can't remember my birthday."

Peter could only give a sympathetic look to Max. The poor guy looked like he had a hard time making friends and even though Dr. Connors clearly respected his talents, he didn't seem particularly close with him.

"Maybe I can ask Mom and Dad to make something for his birthday," Marinette whispered to Peter, who smiled and nodded in approval before messing with her hair.

"You're an angel, Mari."

"Hey, you two! Keep up!" Miss Bustier called out, the students rushing forward…unaware Max had heard their conversation.

"Good kids." He smiled as he returned to his work, his day's spirits being risen. Seeing Caline had been the highlight of Max's week. Not only because it was great to see that she at least was going places and had missed him…but because he had missed her,

Max had held feelings for Caline ever since school; her beauty, drive, firmness…and the fact she remembered him. But, considering how hard it was for him to interact with people for the longest time and their own demanding further education, he had never found the time…

No. There had been a few times he could've said. But he always chickened out.

Well, no more.

It would be a birthday gift for himself: Tell her how he felt, regardless of how it turned out. They'd still be friends, right?

So, when the school called about some faulty wiring, he leapt at the chance; a little extra cash AND seeing Caline? Only an idiot or someone sick would deny that chance.

Meanwhile, the class was surprised to find that Miss Bustier was running late. Some of them were starting to get worried, even Chloe and Lila.

"Miss Bustier is never this late. What's going on?" Ivan asked.

"Yeah, this is kind of freaking me out. Normally one of the other teachers would substitute for her and tell us what's happening, like if she was sick or something." Alix noted.

Suddenly, their teacher finally arrived in the classroom and the kids were all surprised to see that she looked like she had been crying.

"Miss Bustier?!" Adrien asked worriedly.

"What's wrong, Auntie Cal…" Marinette caught herself, clearing her throat with a blush. "I mean… Mrs. Bustier… What happened?"

Bustier sniffled. "Oh, bonjur, mes enfants. Don't worry. I'm not upset. In fact, I have wonderful news."

"Ooh, what is it?! What is it?!" Rose asked excitedly, bouncing in her seat.

"Children…I'm going to have a baby!"

Naturally, this got the entire class excited, all of them happy for their teacher who was sort of like a second mom to all of them. Maxxie, who had just arrived when he noticed Caline running to her class, froze when he heard this.

"She's...she's already seeing someone?"

A sense of bitter defeat filled the poor man's soul. Now, he was a respectable man and he could only give his silent congratulations to whoever managed to make Caline happy as he skulked off, nobody even noticed him there.

"Guess I missed my chance..."

"CONGRATULATIONS!" Marinette squealed, running up and tackling Miss Bustier in a hug, Adrien joining her.

"I'M SO HAPPY FOR YOU!"

Both kids realized what they were doing and quickly broke the hug, backing away bashfully and bowing their heads apologetically. However, Caline just smiled and pulled them both back into the hug. The rest of the class all joined in but Chloe actually seemed to hesitate.

"Come on, Chloe. That means you too." Marinette smirked as she dragged the queen bee in as well.

"Seems like another late night, Max." Dr. Connors noted as he looked at the clock later that night. "I'm going to get dinner. Do you want anything?"

"No, I'm good..." Maxxie sighed as he was just about finished with the upgrades to the bio-electric filters.

"Okay then..." As Dr. Connors left, he stopped and turned to give a smile. "And Max...Happy Birthday. I'm sorry if it hasn't been a particularly exciting one."

"Thanks, Doc..."

As Dr. Connors left to pick up food, Maxxie looked at the vat of electrical eels and smiled a little, admiring how carefree they were in their situation and envious that he couldn't do the same.

"At least somebody's partying..."

He then noticed that there was an unplugged cable, probably due to neglect from one of the other maintenance workers. Grumbling, Max climbed up, making sure to tighten his rubber gloves as he went to plug the cable back in. As he did, he could only somberly sing the Happy Birthday song to himself.

At that moment, he wished he could be just like the heroes he idolized; Spider-Man, Batman, and even those two young new heroes, Ladybug and Chat Noir. He wanted to be special, someone that people would look up to, a somebody, not a nobody.

"Happy Birthday to me..."

Just as he plugged the cable back into place, an electric discharge suddenly hit him, making him yell in pain as he let go. Unfortunately, this caused him to lose his balance and fall down into the vat of electric eels, pulling the cables with him as well.

Pain filled his body as the eels instinctively began attacking him in terror, their unique bio-electric signature being transferred to him, his body glowing brilliant colors of electric blue and yellow in the process.

Dr. Connors came back with takeout when he saw the situation Max was in. Gasping in horror, he moved to try and turn the power off, only for the vat to shatter and spill Max and the electric eels out onto the ground. Carefully wading through the mess, Connors could only gaze in horror at the state Max was in.

"MAX!" He quickly took out his phone, glad to know he had service as he called 9-1-1. "Help! We have an emergency! A man's life is in danger!"

At the same time, Marinette and her parents are working together to make a birthday cake for Max.

"Wonderful work as always, sweetheart." Tom beamed as his daughter meticulously finished the icing flowers and lightning bolts.

"I just hope Max likes it." The teenager smiled sheepishly, which grew as her mother, Sabine, kissed her cheek.

"I'm sure he will. Here, take a break."

Sabine flicked on the TV, where the news came on.

"BREAKING NEWS! Accident at Oscorp scientist Dr. Connors' laboratory!"

The Dupain-Chang family stopped what they were doing and rushed to the TV, seeing Vicky Vale reporting on the scene.

"Details are still emerging, but a technician seems to have slipped into bioelectrical…"

"MAX!"

Miss Bustier and her partner, Gisles, where in the crowd, the teacher trying to fight through and see her friend. All she saw was a body bag.

Unbeknownst to everyone, as Max was being hauled away, electricity was still flowing around him, his body twitching and writhing as it began to undergo a metamorphosis...

Chapter Text

In the morgue, the body bag holding Max Dillon laid dormant. Despite the doctors' best efforts, he was dead on arrival, and right now, they were prepping his charred husk.

However, the electricity that had been flickering over his body soon flowed through the charred remains before it began cracking and crumbling like a cocoon. Soon, a figure rose from the husk, like a snake shedding its skin, and fell off the table, falling on its hands and knees.

"S-So cold...so cold..."

Finding some clothes in a laundry bin, the figure hurriedly put them on and covered himself before stumbling out of the morgue, nobody even knowing he was there...

"Geez, poor Max..." Spider-Man said as he, Batman, Ladybug, and Chat Noir were on a nightly patrol together.

"I know, Mrs. Bustier was choked up. I can't begin what it's like to lose a friend." Ladybug sadly said.

"And on his birthday too..." Chat Noir muttered. "That's just messed up."

Batman was silent as he scanned the streets before seeing a suspicious-looking figure stumbling as if lost and confused before entering the local coffee shop.

The figure saw the line and the stares he was getting. They were all unnerved as they could see his skin glowing electric blue, electricity coursing through his visible veins as he made his way to the counter.

"Um...What can I get you, sir?" The barista asked nervously.

"Regular coffee..."

The figure fished his pockets for any money and as luck would have it, there were some stray dollar bills in it before placing them on the counter and taking the cup, moving to take a sip before electricity sparked from his mouth, making him drop it on the ground.

"Arrrgh! Dammit!"

His frustration caused the lights to short-circuit, causing a panic as he looked around in fear before running out of the coffee shop. He stumbled onto the middle of the street, panicked and confused before seeing a car speeding straight toward him.

"NO!"

Holding his hands out instinctively, the figure shot out bolts of electricity that caused the car to flip and then turn upside-down before exploding. Horrified, the figure ran toward the car to see the driver was already dead and looked at his hands in horror.

"What's happening to me..."

"Hey!"

The figure spun around to see Spider-Man, Batman, Ladybug, and Chat Noir jumping down, all of them looking at him wearily.

"Everything okay over here?" Batman asked, his eyes narrowing.

"Can we help?" Spider-Man asked, trying to play the diplomat.

"It's not my fault!" The figure panicked.

The four heroes' eyes widened when they heard the figure's voice. Despite the electric reverb, it was unmistakable.

"Max?! B-But you're...you died!" Ladybug gasped.

The speaking of his name, from the lips of one of the city's superheroes, made the figure pause and his posture soften.

"Y-You know who I am?" The figure asked in a scared, hopeful tone. Ladybug knew him? HIM of all people!

"Of course, I know you!" Ladybug gasped, forgetting where and what was going on for a second. "We met at…!"

"FREEZE!"

Turning around, Max saw that the police had arrived, their guns aimed at him.

"I don't know what's your deal pal, but you can't just cause a car crash and not expect repercussions!" Lieutenant Raincomprix said. "Just get on your knees with your hands behind your head and this will all end peacefully."

"No! He was coming at me and I...I don't know!" Max panicked. "You gotta believe me!"

"Okay, okay. Let's take a step back…" Chat Noir said, getting between everyone. "Everyone is a little tense, no need to get all wound up..."

The fact that the black cat-styled hero made no puns showcased how serious this was, and Raincomprix motioned for his men to stand down for now.

"I'm guessing what happened to you at the lab caused this." Spider-Man mused, getting a nod from Max. Yes, that…that made sense….

"Okay, I think I may have a solution." The web-slinger. "Ladybug, can you whip up some rubber gloves and shoes for us?"

"For you, my suits insulated," Batman said.

"…Not sure Lucky Charm works like that, but…" Ladybug began, spinning her yoyo.

But before she could call out the move, one of the officers that had accompanied Raincomprix spied Max's colors changing to a darker hue, and his hands seemed to charge up with his attention focused on Ladybug. Concerned for the young heroine, the officer drew his gun and aimed at Max.

Max had indeed been focusing on the younger heroine, praying she could do as Spidey asked; it was clear to him the heroes meant to escort him back somewhere, probably Connors' lab or maybe WayneTech, maybe put him in a suit or something to control his power…Everything seemed to be going well…

BANG!

A bullet rang towards the newly mutated man and for some reason, time seemed to slow down for him to see the calm yet angry look of the officer who had fired at him.

Why?

Why?!

He hadn't asked for this! He just wanted to be normal again! The heroes had a plan to stop all this! And if this one didn't work, Batman was crazy prepared, he probably had a backup, right?!

And with that last injustice? The proverbial camel's back was broken.

"THAT'S IT!" Max screamed, reaching to pounce on the man, only for bursts of electricity to erupt from his hands, striking and instantly killing the officer.

"MAX, NO!" Ladybug cried in horror, the other heroes doing the same.

"HE SHOT FIRST! I WAS JUST DEFENDING MYSELF!"

The other officers angered at the loss of one of their own, opened fire on Max, but he held his hands out, and electricity shot out, stopping the bullets in their tracks. His fear giving way to rage, he sent the bullets back at the officers, shooting most of them down as Lieutenant Raincomprix and the few remaining ones took cover.

"What is WRONG with you people?! I'm scared, I don't know what's happening to me, why won't you just LEAVE ME ALONE?!"

Max slammed his hands into the ground, creating a massive shockwave of electricity. Acting quickly and with his Spider-Sense to guide him, Spider-Man webbed them all to safety as Ladybug, Chat Noir, and Batman got others out of the way as well.

While all this happened, Max looked at his hands, pulsating with electricity.

"My whole life. No matter what I did. No matter how hard I worked? No one ever saw me…Not even her…"

Bustier's image filled his head. She had been kind to him. She had seen him…but she moved on. And with how he was now?

Rage, unlike any other filled Max. He'd followed the Golden Rule. He'd worked hard. He'd never asked for much. And yet the world still treated him like he was less than dirt.

"…Well. Not anymore." He snarled, charging up his hands and letting bolts fly. "I'm NOT gonna be a nobody anymore...now, I'm gonna be a SOMEBODY!"

"Max, calm down!" Spider-Man called out. "We can get you help!"

"Nobody can help me! I've been turned into this and everyone is labeling me as a monster!" Max snapped. "I never asked for any of this! But...I'm gonna make something out of it!"

With fury, Max flew off on bolts of lightning into the distance. The heroes could only helplessly watch as he fled into the darkness but knew they needed to make sure the civilians were alright first.

"From downtown New York, this is Eddie Brock reporting." A well-built man began. "Max Dillion, formerly thought to have died after an unfortunate accident, has been revealed to be alive and having awoken the Meta-gene of X-gene, details are still incoming. After causing a scene downtown, Max was approached by Batman, Spider-Mand, Ladybug, and Chat Noir, who offered to help him. Details remain vague, but Max seemingly responded to this by killing a local officer and rampaging throughout the market center."

"Oh, Max..." Caline whispered with tears in her eyes as she began to cry. Her fiancé quickly hugged and kissed her forehead, similar feelings of shame filling her head.

In his office, Dr. Connors fought back tears, grateful his wife and son were there with him.

The Dupain Chaings spied the cake Marinette had worked so hard on for Max, sadness for the poor man and their own daughter clear on their faces and in their hearts.

"Sweetheart…" Sabine began before Marinette embraced her parents and broke down.

Max found a place to hide and fell to his knees, breathing heavily as he looked at his blue-skinned hands and the electricity crackling between his fingers. He looked in disgust at himself before closing his eyes, trying desperately to turn back to what he once was...and then just like that, he was.

"Yes! Yes!" He cheered with tears in his eyes. "I can control this!"

"Yes, you can..."

Max turned around to see a large shadowy figure approaching him. Stepping into the light, his eyes widened when he saw it was none other than Wilson Fisk.

"W-Wilson Fisk? What are you-?"

"I saw your display of magnificent power in the town square and I couldn't resist offering a job to you." The man smiled. "After all, with that show, I doubt any honest work environment will invite you."

"Yeah, they won't..." Max bitterly muttered.

"But if you can work for me, I assure you that you will be in good company who will not treat you as a nobody or a monster," Fisk assured. "I have a knack for taking in men and women of exceptional talents into my fold."

Max weighed his options before nodding his head as he offered his hand, making sure not to electrocute Fisk by accident.

"Such magnificent power you've been given. I can help you tap into your true potential and become something great."

Max couldn't help but feel a proud smile on his face. For the first time in his life, he finally felt validated.

"You wanna know how powerful I am, Mr. Fisk?"

"Indeed I do."

"Well, so do I! I'm dying to know. I will cut the light and soon, everyone in this city will know how it feels to live in my world...A world without power...a world without mercy...a world without Spider-Man and Batman. They will see me for who I truly am."

Fisk smirked, liking this vinidictive side of Max. "And who are you?"

"Don't you know? I'M ELECTRO."

It had been a rough few days for Peter, Bruce, Marinette, and Adrien. Max was still missing and who knows what was happening to him with those new uncontrollable powers of his. Their hearts ached for Mrs. Bustier considering she had an old friend who had suffered a near-fatal accident and become something he couldn't control.

Currently, Adrien had finished his fencing class, putting his things away. Public lessons were harder than he thought, especially since he was placed in a class that matched his current level of skill.

As he finished, he was approached by a girl with bluish-black hair, brown eyes, and a red fencing suit. Adrien recognized her. She had beaten him just before the lessons ended.

"Hey, you're Adrien Agreste, right?"

"Uh, yup, that's me!"

"I'm impressed. I almost didn't beat you. You're pretty good."

Adrien blushed. "Aww shucks. You were pretty good too."

As Adrien prepared to close his locker, his eyes stopped on a photo of him and Marinette at the arcade that had been taken by Nino and Alya a few weeks ago. The two had not stopped teasing them due to how cute they looked together.

"Let me guess, a girl you like?" The girl asked.

Adrien blushed and was ready to ramble a speech of denial, but then he looked at this girl. Something told him there was no lying to her.

"Yes. She's...she's the best friend I could ask for."

"You should tell her how you ACTUALLY feel about her." The girl advised. "You shouldn't hesitate. One of the quickest ways to lose is to hesitate."

Adrien sighed. This girl, whoever she was, was right. Hesitation was the one thing holding him back.

"Look, I'll try, okay? But this takes time."

"You'd better because you'll never be able to beat me if you can't stop making goo-goo eyes at a picture."

"Oooooh, is that a challenge?" Adrien smirked, feeling emboldened by the taunt. "Just wait, I'll kick your butt from Paris to Gotham and all around New York!"

"That's the spirit," the girl said with a smile as she turned around and left. She then turned back around for a second. "I'm Kagami, by the way. Kagami Tsurugi."

Adrien watched her leave and smiled as he made his own departure. At least one good thing came out of this whole mess, he had made a new friend...sorta.

Chapter Text

Yvonne Frances, a popular actress around New York, especially in the Gotham District, was heading back home after another day of shooting for the latest movie she was starring in. She honestly preferred being at home over the movie studio, finding more comfort and sanctuary there.

However, as she was about to open the front door and head inside, a shadowy figure loomed behind her, causing her to turn around and gasp when she saw who it was.

"Y-You!"

Before she could react, the figure struck her over the head hard enough to knock her unconscious before gently picking her up and carrying her away to parts unknown...

"WHAT?! Yvonne Frances has been kidnapped?!" Rose gasped as Marinette and her friends were sitting down for lunch at school.

"The police are doing everything they can to find out where she is. Apparently, the last person who saw her was her co-worker, Basil Karlo." Adrien noted.

"Basil Karlo...the famous villain actor?" Nino asked excitedly. "I love that guy! He was awesome in Scourge of the Sea!"

"Don't forget the Mold-Murder series!" Mary Jane added in, ever the theatre lover.

"Didn't Karlo get into that accident that messed up his face?" Sabrina asked as he and Chloe had been slowly integrating themselves into Marinette's friend group. It was a slow process, especially for Chole, but it was a coming along, mostly thanks to Bruce sharing embarrassing stories of lil Chole and Adrian.

"Yeah, but from what I've heard, he's been doing pretty okay," Juleka said. "I mean, he made the look work in 'It Came From Below'."

"Kind of cheesy, if you ask me," Chole added in. "Daddy and I prefer his theatre works."

"Hey! Cheesy can be good!" Peter cut in, getting nods of approval and thanks from Adrien and Nino before his mood dampened. "…But he was kind of a jerk off-set, from what I've heard."

Bruce had been listening in. He had heard about the news earlier this morning and, being the inquisitive sort he was, couldn't help but find something suspicious. Perhaps he'd have to visit Karlo in person to get to the bottom of this...

"take your seats and pull out a clean sheet of paper, the quiz starts now."

…right after Math class.

At Big Shot Cinemas, shooting for the final battle of the upcoming new movie was underway but mysteriously, Yvonne, who was playing the love interest of the hero, was nowhere to be seen.

"Oh, where could she even be?!" The Director bemoaned as the shoot was put on hold. "It's not like her to be late!"

"Didn't you hear, sir? She was kidnapped last night, right out of her home." The production assistant said as she handed the director a newspaper he looked at in disbelief.

"Are you kidding me?! Why wasn't I informed of this?!"

"You were too busy getting ready for the shoot, sir..."

The director let out a groan of frustration as he went to the coffee room to get a drink. As he was busy doing that, a shadowy figure loomed behind him as he turned and his eyes widened in shock.

"What are you doing here?"

The figure said nothing and reached into his jacket pocket before taking out a pistol. The director tensed before relaxing, figuring it was a prop gun from the set.

"Very funny, I know how much you get immersed in your roles. Just put that away before someone gets the wrong-"

A gunshot was heard as the director's eyes widened in shock, looking down to see a bloody hole beginning to form in his chest before he coughed, feeling the life drain from him rapidly as his eyes rolled into the back of his head and he collapsed. The figure then took out a flask of gasoline and poured it over the body before taking out a match and lighting it...

"So where do you think Basil Karlo could even be?" Spider-Man asked as he swung on his webs while Batman glided across the rooftops.

"The way I see it, he might be at Big Shot Cinemas."

"You sure we couldn't get Ladybug and Chat Noir in on this?"

"This is a little above their usual expertise. Besides, they still need time after what happened with Dillon."

Spider-Man winced at that before his Spider-Sense suddenly blared to life and smoke entered his nostrils. Batman discovered the same thing as him just a second later; Big Shot Cinemas was burning to the ground. Firefighters and police were on the scene but the two heroes didn't want to take any chances.

Rushing inside, they looked around for anybody who could still be trapped inside. Fortunately, there didn't seem to be anybody in the building or they at least had been safely evacuated.

After double-checking the building before it collapsed, the two heroes made it outside to see Commissioner Gordon getting a report from the production assistant. The paramedics were also there, carrying a body on a gurney.

"I don't know what happened. I heard a gunshot and then before I could investigate, there was fire and it was spreading so fast..."

"Only one fatality, Commissioner," Bullock said as he came over. "The director. Poor guy was burned to a crisp but it looked like he was dead before the fire started."

"That must have been the gunshot..." Gordon noted before noticing Batman making his way over. "Batman, glad to see you here. Did you find anything before the place went up?"

"No. Fortunately, nobody else was left in the building." The Dark Knight said. "I heard what happened and I have a feeling that this, plus Yvonne's kidnapping, are connected."

"Coincidence?" Gordon hummed. "But how could those two be part of the same crime?"

"I don't know. Spider-Man and I were going to speak with Basil Karlo, the last person to see Yvonne before she was taken."

"'Fraid you might be too late for that, Bats," Bullock said gruffly. "Basil Karlo was found dead early this morning."

Batman and Spider-Man's eyes widened in disbelief. It seemed that there was more to this mystery than meets the eye...

The shadowy figure that had kidnapped Yvonne and killed the director before burning down Big Shot Cinemas was busy looking at himself in a mirror, humming a small tune as he massaged his face like he was molding clay.

"W-Where am I?"

Turning, the shadowy figure looked to see Yvonne in bed with a handcuff keeping her chained. They were currently in a warehouse full of props and set pieces for the new movie that was supposed to be shooting.

"Glad to see you awake, my dear. The show is about to begin very soon..."

Yvonne's eyes widened as she saw the figure's face, recognizing who he was.

"Why are you doing this?"

"Would you believe a good old-fashioned revenge story?" The figure chuckled. "Forgive me, my dear...but we still need one more actor for this play...THE HERO."

Batman and Spider-Man were visiting the morgue to check on Basil Karlo's body. Fortunately, they were allowed permission by Gordon, despite the hesitance of some of the folks at GCPD.

"He looks so peaceful. What could have killed him?" Spider-Man wondered.

"No idea...wait."

Batman took some tweezers from his utility belt and then pinched a bit of Karlo's face, watching in amazement as it seemed to stretch and sag like silly putty. Using Detective Vision, he looked over the body and his eyes widened in shock.

"…Okay, that right there?" Spidey noted. "That is just creepy."

"I don't think Mr. Karlo is as dead as we think he is..." Batman noted in return.

"So, what did you bring us out here for?" Ladybug asked as Batman and Spider-Man had called for her and Chat Noir.

"Basil Karlo might still be alive...and if my hunch is correct, he's the one who kidnapped Yvonne Frances and killed the director," Batman explained.

"What?! But why would he do that?!" Chat Noir asked.

"I don't know. But we need to figure it out soon." Spider-Man said. "Something tells me that we're in the third act of this crazy play."

Suddenly, a scream was heard as the four heroes moved to investigate, seeing a shadowy figure dragging a man into a car before hurriedly getting in and driving away.

"Quickly! After him!"

The four quickly raced after the car, keeping a close eye on it. Whoever was driving seemed to be aware he was being followed, as he took many sharp turns to try and confuse the heroes and lose the trail.

Seeing what was going on, Batman signaled for his allies to hold back, making the driver think that they had stopped chasing them while still following from a safe distance. Soon, they came across Warehouse 40, one of the storage places for Big Shot Cinemas' many props and stage effects.

"Be ready, everyone. Something tells me we're in for a surprise twist." Batman silently quipped.

Theodore 'Teddy' Lupus, an old friend of Basil Karlo and the one who was signed on to play the Hero for the new movie woke up to find himself strapped to a chair. Struggling, he soon heard footsteps and saw a shadowy figure approaching him.

"Glad to see you awake, Lupus..."

"That voice...Karlo?" Teddy asked in surprise. "Karlo! You're alive! W-What are you doing?"

"Simple, Teddy...to reverse the roles." Basil Karlo explained, his face shrouded in shadows. "You know as well as I do that I was always the perfect villain for every movie that we made. And I admit...they were the best parts I ever had."

"And what? You're trying to be the villain for real?" Teddy asked worriedly. "This seems to be going too far."

"You didn't let me finish, Lupus," Karlo said coldly. "Despite all the hit roles I had, I just wanted to be the Hero for once...just ONCE. And you agreed with me, you were always my guy. You managed to convince that stupid director to let us change roles for this one movie..."

"And then you had your accident..." Teddy said sadly.

Karlo nodded. "Yes, I figured I was lucky to be alive. Just as lucky as I thought I was when the director got that surgeon to see if they could maybe fix up the damage in time for the role.

Teddy remembered as well as Karlo did. The director had called in a professional surgeon and chemist known as Jack Elman who had invented a new formula that could do in minutes what plastic surgery would normally take years to accomplish.

"And it worked, didn't it? After that, you had some of the best hits you ever had!" Teddy smiled.

"Yes...all VILLAIN roles." Karlo said bitterly. "Despite the miracle I had been given, the director didn't think I was ready for the role of Hero. Said I was...UNSTABLE."

"B-Basil, he was just looking out for ya!" Teddy tried to retort in a friendly manner. "You and I both knew that the formula still had a few issues that needed time to fix!"

"He robbed me of the chance to ever get the chance to use my gift for anything meaningful!" Karlo snarled. "I was given a miracle: I could change my face to play a thousand parts with but a moment and a thought! But all he ever saw me as was the perfect villain idol!"

"Come on, Karlo. I had nothing to do with the casting!" Teddy argued. And this seemed to have some effect, as Basil's anger vanished, replaced with…exhaustion and acceptance.

"It doesn't matter, Lupus. What's done is done...I killed Elman and made him look like me to cover my tracks...then I killed that bastard director and burned the place down."

"T-That was you?!"

"Yes...and I also brought in our dear Yvonne...to play the role she was always great at."

Teddy turned to see Yvonne strapped to a slab, a pendulum axe swinging back and forth, lowering slightly with each swing.

"Karlo, you don't have to do this!"

"Maybe you're right...but I just want this one thing..."

Karlo then stepped fully into the light, revealing his face to a horrified Teddy; it was melted, like clay exposed to heat, his mouth in a perpetual snarl and one of his eyes was sagging.

"I want to be the Hero...disfigurement or not. And YOU are going to help me play that part...by being the VILLAIN!"

"Sorry, but this is a pretty bad casting choice!"

Karlo turned around to see Batman, Spider-Man, Ladybug, and Chat Noir crashing down from the glass ceiling and landing together in a pose.

"How did you find me?!"

"It wasn't hard, you left us a trail to follow," Batman said. "Give it up, Karlo. It's time you cut the act and turn yourself in."

"No! This act is still not finished!" Karlo snarled. "It's time for the grand finale!"

Karlo then pulled a tarp to reveal a large vat full of the very same chemical that Elman had used to give him his face-changing ability.

"I was planning on giving Lupus the very same disfigurements as me so he could better look the part of the role I wanted for him," Karlo said. "But I see no reason in letting you share in my suffering!"

"Sheesh, talk about bad acting!" Spider-Man noted. "You're just throwing a tantrum because you didn't get the role you wanted!"

'I'd honestly be grateful if one of my gigs fell through, honestly.' Chat Noir thought to himself; he didn't dare speak his mind here, what with this being his and Ladybug's first fight with a genuine psycho/sociopath.

Karlo hooked up a hose to the vat and prepared to fire it at the heroes but Batman threw a Batarang to hurt his hands and make him drop the hose. Ladybug rushed over to Yvonne and saw the pendulum trap coming lower and lower.

"Not to be a prima donna, but could you maybe hurry up and get me out of here?" The actress begged, trying to not sound ungrateful but understandably scared.

"Working on it!" Ladybug said. "LUCKY CHARM!"

Creating a ladybug-printed filer, Ladybug got to work in cutting through the bonds while Chat Noir moved to untie Teddy from his chair.

"Come on, let's get you out of here!"

Spider-Man and Batman were confronting Karlo, who picked up a prop axe to use as a makeshift weapon against them. However, the two heroes were too nimble for him to hit.

"Man! If your fighting is as bad as your acting, no wonder the director couldn't have you play the Hero!" Spider-Man taunted.

"SHUT UP!" Karlo shouted as he raised his axe high for a heavy strike.

The two heroes dodged out of the way and Karlo's axe ended up hitting the vat of chemicals instead, causing them to explode and spray all over him as he screamed in pain and agony.

"KARLO!" Teddy called out in concern for his old co-worker.

"Come on, we need to go!"

Ladybug had managed to completely cut Yvonne free and pull her to safety just as the pendulum trap closed in. The two then joined Teddy and Chat Noir in escaping the warehouse as Batman and Spider-Man moved to check on Karlo...only for their eyes to widen when they saw nothing but his clothes and a melted puddle of brown slime.

"Geez...remind me never to get that stuff at the local pharmacy..."

Batman shook his head as he and Spider-Man left the warehouse to make sure Yvonne and Teddy were safe, not knowing that the brown slime was moving and oozing around before slithering into a nearby grate and sinking away...

"Man, hard to believe Basil Karlo would do that..." Nino sadly said as he read the news. "But at least Yvonne and Lupus are okay."

"Yeah, thanks to Ladybug, Chat Noir, Batman, and Spider-Man!" Alya beamed. "Good to know we can always count on them to be the heroes we need."

Bruce, Peter, Marinette, and Adrien were listening to their friends talk about the recent events and smiled, glad to see their hero identities had, for better or for worse, done a good job keeping the city safe.

The brown sludge slithered through the sewers weakly and feebly before stopping. Soon, it began growing in size before taking on a humanoid shape, black eyes forming on the face followed by a jagged skeletal mouth with clawed fingers. Gasping for breath, the clay creature looked at himself and gasped before turning to see his reflection in the water...

...and was unable to hold back the scream of utter anguish at what he had become.

Chapter Text

Marinette and her classmates were rehearsing for a school drama play based on 'The Other Boylen Girl', with Liz Allen and Mary Jane in the leading roles. Peter, working backstage, was enthralled at how seamlessly Mary Jane vanished into her role and how flawlessly she spoke her lines with emotion and conviction….

"Stop!" The producer snapped. "Where is the passion? The PAIN? Miss Allen, your performance is completely devoid of emotional TRUTH!"

But it seemed that Liz was struggling to deliver her lines, wooden, and mind elsewhere.

"Hate to say it, but he's right..." Nino winced.

"And WHY is my follow spot not following my performers?! Where is Mark Allen?!"

The school bell soon rang and rehearsals had to be put on hold for today. As everyone began leaving school, Adrien couldn't help but hold back as he wanted to ask someone an important question in particular.

"Hey, Plagg?"

Scarfing was heard as Plagg poked out of Adrien's shirt pocket, having been eating his fill of cheese.

"Yeah, what's up?"

"I have questions...about the Cataclysm."

"What about it?"

Adrien gulped. "Can it...KILL people?"

Adrien had stayed out of the Clayface fight, partly due to the cramped quarters, but also the reveal of Karlo's face had paused and made him think of his power. And while that had seemingly ended with Karlo's destruction through the madman's own actions…?

It made the blonde worry.

Worry that his Kwami shared, as Plagg was silent for a minute, before sighing and simply saying:

"Yup."

Adrien paled at just how blunt and brutally honest his Kwammi partner was, nearly falling over himself in shock.

"Don't act so surprised, kid. I'm the Kwami of Destruction. Anything that can be destroyed will be destroyed by the Cataclysm. Why do you think Master Fu told you to use it responsibly?"

"It's just...I can kill people with just a touch!" Adrien said. "What if I end up messing up? What if I lose control of my powers?! What if-"

"Kid, relax!" Plagg snapped as he slapped Adrien across the face with his stubby little paw. "Look, I get it, it's a scary concept. I understand, but at the same time, being Chat Noir means taking risks. It's all part of the job."

"I don't know..."

"Hey, it's just like your pal Peter said; With Great Power comes Great Responsibility."

Adrien calmed down as he recalled the words Peter had told him that he had gotten from his late uncle and sighed in relief, giving Plagg a thankful smile.

"Thanks, Plagg."

"Anytime, buddy."

Marinette and the girls were all having an outing together with Liz and MJ also joining in. However, Marinette could see the concerned look on Liz's face.

"Hey Liz, what's up?" Rose asked, noting the distressed expression on the older girl's face.

"I think my brother's in trouble...again."

"Well, we have noticed Mark hasn't been in school these past couple of days," Alix noted.

"Isn't there another kid named Mark?" Mylene asked.

"No, that's Marc with a 'C' at the end. He's in a different class." Alya corrected.

"I think Mark is gambling," Liz explained. "He told me and our parents he gave it up but I saw him talking with his old bookie, Blackie Gaxton."

Liz then reached into her jacket pocket and pulled out a piece of paper which the other girls checked out.

"What is it?"

"It's a betting slip."

"Roosevelt Down's Racetrack...$5000 on Ulterior Motive?!" Chloe gawked.

"Why are you shocked? That's chump change to your family." Mary Jane snarked.

"I looked the horse up online and it had lost. Last time Mark was on a losing streak like that, he stole a car to pay off his debts and wound up doing six months in Juvie." Liz said.

"What can we do though?" Juleka asked. "It's not like any of us know your brother."

"I know, I just...I needed people to talk to." Liz said as MJ put a comforting hand on her shoulder.

At a local bar, Blackie Gaxton was sitting by his usual table, taking some money from one of the people who had booked him when the door burst open and a young man, around 20 years old, was thrown down at his feet.

"Where's me money, Markey?"

"I-I don't have it...Yet!" Mark Allen said as he picked himself up. "But there's this horse, Golden Chance and it's a guaranteed winner!"

"It's always a guaranteed winner with you, kid." Another voice cut in, making the mood in the bar chill. Well, aside from Blackie, who smiled and motioned for a drink to be prepared.

"Eh, Blackie! My main man!"

"Nice to see you too, Sionis."

Strolling into the bar was Roman Sionis, one of the 'Big Men of Crime'. Known by his alias 'Black Mask' due to his distinctive black skull mask that he had carved from the tombstone of his father...who, unknown to the public, he murdered.

Black Mask laughed as he and Blackie shared a quick hug.

"I know there's something you need, Sionis. Care to tell me what it is?"

"Sure thing, Blackie-Baby. See, there's been an uprising of...FREAKS in town. New York City, Gotham, Paris...all the Big Three Districts. And since my...partners have been doing some recruiting, I figured I'd do some recruiting of my own."

Blackie smirked. "Well, Sionis, I got just what you need."

Mark Allen, who had tried to shrink away when Black Mask made his appearance, froze when he realized that the crime lord and Blackie were both staring directly at him...

"W-We can't go in here, this is a police station!"

Black Mask and Blackie had taken Mark to an abandoned police station that used to be the GCPD's old headquarters before they moved after Gordon first rose to the rank of Commissioner and began cleaning up the corruption that had been plaguing the force.

"Relax, once that boy scout Gordon took over the GCPD, they moved uptown to be closer to their buddies over in NYPD and PPD." Black Mask chuckled.

The two criminals led the misguided young man inside and dumped him in the old interrogation room. Mark yelped when Blackie yanked off his jacket and forced him to sit on the table as light shined down.

Heading to the viewing room, a man with glasses and a handlebar mustache was looking over some notes as he noticed Blackie and Black Mask approaching him.

"So...think your research is sound, Doc?"

The man, Miles Warren, nodded as he presented his notes to the two.

"Yes, using nanotechnology, the subdermal armor implements I've created can be evenly distributed throughout the subject."

"Good, because I need to match up with Fisk and Lonnie in some way. Figured good old-fashioned nanotech is the way to do it." Black Mask chuckled.

The three men then came into the interrogation room.

"Okay Markey, shirt off!" Blackie commanded, forcing the young man to comply.

"A-Are you sure this is safe?" Mark nervously asked. "This place doesn't look sanitary..."

"Relax, kid. Professor Warren here is a professional." Black Mask chuckled. "You just need a little shot and all the debts are cleaned up."

Blackie smirked. "Trust me, kid. It's a 'guaranteed winner'."

"Okay..." Mark said, knowing there was no other way out of his debts. "I'll do it."

Warren nodded his head and injected the nanobot syringe into Mark's arm, making him wince as he felt the microscopic smart machines settle into his system. After a moment, nothing seemed to happen.

"I-Is that it?"

"No..." Warren smirked as he took out a device. "It needs the finishing touch."

Pressing a button on the device, Mark suddenly felt extreme heat run through his body, causing him to panic as golden molten-like metal formed over his skin, generating flames. The young man looked over himself in fear at what he had been turned into, nearly falling over and breaking the table in the process.

"W-What is this?!" Mark panicked. "H-How do I get this off?!"

"Calm down, son. It's a special subdermal armor of my own invention." Professor Warren explained. "It has granted you enhanced strength, durability, stamina, and judging by the increased temperature...Thermokinesis."

"Look at you, kiddo! You're a regular 'Molten Man'!" Black Mask chuckled.

"The subdermal armor is completely renewable and virtually indestructible." Professor Warren said. "This device I used is what you'd call a 'Safety Wheel', it's to help control you turning the armor on and off but with practice, you can soon be able to turn it off with your mind."

"Well, that's a surefire success!" Blackie smirked, shaking hands with Warren, who discretely gave him the device in the process.

"So, we're square now?" Mark asked as he put his shirt and jacket back on.

"We're complete aces, kiddo." Black Mask said before taking out his wallet and handing $500 to Mark. "Here, bet on that horse you were talking about. On me, as a little gift."

Mark breathed a sigh of relief as he left the abandoned police office, taking a quick look at himself in the mirror as he headed off to the races.

"That's some crazy luck, Allen. Cleared your debt, survived meeting a mad scientist, and walked away with super skin and a cool $500..." He then sighed sadly. "You should really quit while you're ahead..."

"Oh, it's too late for that now, kid..." Black Mask smirked to himself as he watched Mark leave before contacting his fellow Big Men. "Hey Fisk, Lonnie, Oz, you and everyone else tune in to the horse races. I got a little surprise for ya..."

Mark, feeling on top of the world, put his money on Golden Chance at the races. However, what he didn't realize was that Marinette had told Peter, Bruce, and Adrien about Liz's trouble and right now, Batman, Spider-Man, Ladybug, and Chat Noir were on the scene.

"Mark's betting slip was from this place," Spider-Man noted. "We obviously can't stop him from gambling but if we can find him, maybe we can protect him."

"We should probably sneak inside. Looks like the race has already started." Chat Noir said as the four heroes snuck inside to see the race in action.

"Hey Bruce, do you ever bet on these things?" Ladybug asked Batman.

"My father used to do it once or twice just for fun. I picked up on that habit myself."

"Ooooh, Brucie-Boy's a gamblin' man!" Spider-Man teased before shirking away at his best friend's glare.

"Well, good thing the Waynes have cash to burn." Chat Noir chuckled.

The four heroes decided to watch the race to pass the time. Golden Chance looked like the surefire winner but in the end, another horse, Rain in Spain, took a surprise victory.

"I was actually betting on Rain in Spain in my head," Ladybug admitted. "What? I like the underdog."

"NO! I ALMOST HAD IT!"

Hearing Mark's voice, the four heroes turned to see him crushing his betting slip in frustration but then Spider-Man's Spider-Sense started blaring wildly. Sure enough, Black Mask had snuck into the race and, with the device given to him by Blackie, pressed the activation button.

As Mark slammed his fists into the guard rails, his molten armor activated, burning away his shirt and jacket as the crowd gasped at his transformation, making him gasp when he realized what he had just done.

"No! I didn't mean for it to turn on!"

"Hey, buddy! You okay?" One of the security guards asked as he came over.

"No, go away! I need it to go away!" Mark panicked as he tried to focus on making the armor go away to no avail. "Is it gone?!"

Desperately, he grabbed onto the guard, burning him by accident and making him throw the poor sap into his coworker in panic. In fear, he ran out into the racetrack to try and escape, accidentally disrupting the next race as the heroes saw this as their chance to move.

"Not who we were looking for, but okay..." Spider-Man noted to himself as he leaped in front of Mark while the others made sure the horses and racers were okay. "Hey, is that an Oscar with my name on it? I was thinking Emmy but spiders can't be choosers!"

Shooting out his webs, Spidey was stunned when they just melted and slipped off Mark's molten body. Trying to shoot more webs sadly had the same effect.

"Stay away from me!" Mark snapped as he moved toward Spider-Man. "I gotta get to Blackie and get him to turn this off!"

"Wait, that voice...MARK?!"

Unfortunately, Mark grabbed Spider-Man by the chest and threw him straight into a nearby wall. With the other heroes currently distracted, Mark made his escape as Spidey picked himself up, a black handprint on the chest of his suit.

"Okay, he's hot to the touch too...duly noted."

"Being a freak for life wasn't part of the deal, Blackie!" Mark yelled as he confronted Blackie at the bar an hour later.

"The deal was you play guinea pig and clear your debts," Blackie smirked. "Not my fault if the bossman decided to...cash in his favor."

The two turned to see Black Mask there, with his mask off and enjoying a cocktail as he tossed the device in his hand before catching it with the other.

"See Mark, considering your... 'luck' so to speak, I figured you were due for a...unique new job opportunity."

"What new job opportunity?" Mark asked worriedly as Black Mask got up and approached him, using the device to turn off his armor.

"See, I'm looking for able-bodied folks like yourself who need a new career path. And that career path is...GETTING RID OF THE FREAKS RUNNING AROUND THIS CITY."

As Black Mask said this, he squeezed his cocktail glass until it shattered, spilling the alcohol everywhere but he paid no mind to it as he wiped it off on his white coat before putting his mask back on.

"I want YOU...to take out Spider-Man, Batman, Ladybug, and Chat Noir. The goody two-shoes that have been running around thinking they can weasel in on MY town." Black Mask explained. "Do that and I'll let you keep the device so you can control that fancy new skin however you want. Who knows...maybe you'll get to be the new superhero in town."

"But...I don't want to mess with those guys!" Mark argued. "They saved my sister's life! More than once!"

Indeed; Liz had been saved from a mugging or two from the two more experienced heroes, and a passing Ladybug had once used her Lucky Charm to give Liz a cast after she twisted her leg. And another time, during a robbery attempt, Chat had saved Liz from being taken hostage.

Suffice it to say, the Allens had nothing but gratitude towards the four heroes.

"I'm not giving you a choice, pally." Black Mask scowled as he got up in Mark's face. "The minute you agreed to take this deal, you belong to ME. And by extension...THE BIG MEN OF CRIME."

Mark's eyes widened as he realized just how deep he had gotten himself in. Black Mask took out the device and pressed the button, turning on the molten armor again as Blackie smirked in amusement at the poor boy's misery.

"ROMAN SIONIS."

Turning around, Black Mask saw one of the folks he was betting on seeing; Batman had arrived.

"The Batman himself! Where are the rest of ya little friends?"

"On their way here with the authorities. I did some digging on the people Mark Allen had been in contact with the past few days. Let's just say your men are great talkers."

"Ah, but I was counting on it!" Black Mask smirked as he stepped aside to present Mark. "Meet...MOLTEN MAN!"

Mark, knowing he had no choice, began to approach Batman, who narrowed his eyes but stood his ground.

"Mark, listen to me, you don't have to do this." The Dark Knight tried to assure his proposed foe. "There are people that can help you!"

"There's no helping me...I've already sold my soul to the devil..." Mark bitterly said as he picked up one of the pool tables and threw it at the Dark Knight, who dodged.

Reaching into his utility belt, Batman took out a new gadget he had been meaning to test out; a Freeze Grenade made from leftover technology by Mr. Freeze.

Throwing the grenade, Batman watched as it exploded and covered Molten Man in a thick sheet of ice. However, the heat his body was giving off was too strong and he managed to melt it off.

"Maybe you told the wrong guy to CHILL!"

"Hey! I was gonna say that!"

Spider-Man, Ladybug, and Chat Noir had arrived and joined up with Batman. The conflict in Mark's eyes was clear before he steeled himself and then cupped his hands together, forming a ball of molten energy that he threw straight at the heroes, who scattered.

"Mark! Stop this!" Ladybug pleaded. "Liz is worried about you!"

"Sorry Milady, but he looks HOT under the collar!" Chat Noir quipped.

"Now's not the time!" Batman snapped as he threw another Freeze Grenade in hopes of slowing Molten Man down.

"Get outta here, Blackie. I'll pay for the damages." Black Mask ordered Blackie, who nodded and fled with the other patrons as the crime boss stayed behind and reached into his coat, taking out his prized Colt Python with the Sionis family name engraved on the long barrel. "Let's see if I can give old Markey a hand..."

Meanwhile, Liz had gone to find Mark and had bumped into Mary Jane, who opted to accompany her to make sure things were okay. However, they heard the commotion as well as Mark's voice before heading to the source and finding the bar.

Heading inside, the two girls gasped when they saw Spider-Man, Batman, Ladybug, and Chat Noir fighting a familiar-looking figure covered in some kind of gold molten skin armor that was giving off heat. Also nearby was notorious crime boss Black Mask, holding a gun and looking like he was waiting for his perfect chance to strike.

"Mark! We know you owe Blackie Gaxton money!" Ladybug said. "We can help clear your debts!"

"I've already paid my debts...but now I've got a debt that can't be paid off with money!"

Liz gasped. "That voice...Mark?"

Molten Man swung his fists down but the heroes dodged. As they tried to figure out their next move, Spider-Man's Spider-Sense went off as he saw Black Mask aiming his gun directly at...

"LADYBUG!"

Moving faster than the eye could blink, Spider-Man tackled Ladybug out of the way just as Black Mask fired, receiving the bullet in her steed. Everyone, even Molten Man's, eyes widened in horror as the Webslinger went down, clutching his wounded side as blood pooled around him.

"Awww...was aiming to squish the weaker bug but the arachnid is good too!"

Seeing his friend in pain, Chat Noir felt anger wave through him as he rushed straight toward Black Mask, who turned and aimed his gun at him but before he could fire...

"CATACLYSM!"

His claws brimming with destructive energy, Chat Noir struck the gun, which completely eroded and fell to pieces. However, the energy also hit Black Mask's hand, causing it to crack apart and shatter like it was made of glass, making the crime boss scream in pain as he stumbled back and then fell straight into the flames.

The screams of agony Roman Sionis let out would be remembered by everyone in the bar that night. In fear, Molten Man turned and tried to flee, but Ladybug moved to stop him.

"LUCKY CHARM!"

Creating a ladybug-printed fire hydrant, Marinette sprayed Mark with the cooling foam as he yelped before falling to his knees, the cold easing the heat his body was giving off as he closed his eyes and then, as if subconsciously activating the nanomachines, subsided his armor.

"Come on, we need to leave!" Batman said urgently as he picked Spider-Man up.

True to the Caped Crusader's words, the heat Mark had been giving off had set the building on fire. Quickly, the heroes ushered Liz and MJ out along with Mark as the authorities soon arrived with the fire department.

Overwhelmed with guilt, Mark turned himself in to the police as Black Mask's body was hauled off to the hospital. His body was badly burned but the worst part was definitely his face...his mask had been burned straight into his skull.

The heartbroken Liz was being comforted by Ladybug and Mary Jane while Batman, Spider-Man, and Chat Noir somberly watched from a respectable distance. Soon, the heroes took their leave but despite Black Mask being caught red-handed, it didn't feel like such a mighty victory for them...

Mark had lost all sense of time and reality as he was transported to…wherever he was going. He just wanted this whole thing to end…Forget Liz's tearful face, and Spidey getting shot because of him…he could at least take solace that Chat Noir had screwed up Sionis' face and hand.

If the world was telling him to give up gambling? This whole day was the wake-up call he needed….

The truck suddenly skidded to a halt and was knocked backward into the air before returning to the ground. The cops were then silenced and collapsed into a thud as the back door was destroyed by a man in a yellow and red quilted suit with gauntlets

"You Mark Allen? The Molten Man?"

"W-Who are you?"

"Just the guy commanding the insurance you're on." The man in the quilted costume said as he stepped inside, forcing Mark onto his feet, then pushing him back and flinging an arm back. From the gauntlets he wore shot out a shockwave that destroyed Mark's cuffs.

"That? Is why they call me...SHOCKER." The man explained. "Now? You coming loudly, or quietly? Because Mr. Wilson Fisk wants a word with you, Mr. Allen."

Chapter Text

Adrien stood outside of the school, looking for Kagami. Her absence was making him paranoid. Was he not specific enough? Did she get the wrong address? Was she getting kidnapped or mugged? All these awful scenarios were going through his head like a bad horror movie. That's when he felt a hand land on his shoulder, making him jump.

"Adrien, relax. It's just me."

Adrien put a hand on his chest and breathed a deep breath of relief.

"Sorry, I didn't mean to scare you."

"Nah, it's fine. I get jumpy when I get worried."

Kagami nodded. "Anyway, what's up?"

Adrien sighed. "I need your help. My friend, Alya, invited Marinette and me to the zoo tomorrow. And well...I don't want to make this sound awkward, but..."

"You wanted to invite me as well?"

"I mean, you don't have to if you don't want to..."

Kagami was silent for a moment and Adrien assumed the worst so he took a deep breath and began to leave.

"I get it, you're probably busy with lots of other things and-"

"I'd actually like to go."

Adrien whirled back around to look at Kagami who, despite keeping her usual cool expression, had a bit of a happy look in her eyes.

"I'd always wanted to visit the zoo but mother tends to get on my case. I had hoped that, maybe, if I went with friends, she'd let me go."

"You consider me a friend already?" Adrien asked in a touched tone.

Kagami nodded. "Yes, and I would love to meet Marinette as well."

Internally, Adrien was cheering in excitement. Ever since getting to know Kagami during their fencing classes, he had hoped to introduce her to Marinette and right now was the perfect opportunity!

"Sweet! I'll let them know you're coming!"

Later in the night, on the waterways of the Gotham District, a large figure was lurking through the river before peeking out, revealing yellow reptilian eyes. Suddenly, the figure burst out of the water and nimbly leaped across the buildings. Soon, it looked down to see two men finishing robbing a jewelry store stealthily.

"Alright Spider, we wait until the heat's off, then we move the rocks." Joey 'The Snail' said to his partner, Spider Conway.

The smaller of the two thugs then noticed a large shadow looming overhead and nervously tapped his friend on the shoulder.

"Uhhhh...speaking of 'Heat'..."

Joey noticed as well and got on guard as he took out a small pocket knife he kept on hand for emergencies.

"Is it the Bat?! No, the Spider?!"

Suddenly, the shadow leaped down with a heavy THUD, standing upright to reveal green scaly skin, razor-sharp teeth, and a long thick tail. It was also wearing blue jeans, a white tank shirt, and a black biker jacket.

"Boys..." The figure said in a male Cajun accent. "I'm a whole different breed of animal."

"Who...Who are you?" Spider nervously asked.

"Name's Croc...KILLER CROC." The giant figure said, grinning. "And you boys are gonna get the job opportunity of a lifetime."

"Like what, exactly," Joey questioned.

"What say we stick it to that fat man, Harvey Bullock? I've heard from the bayou that you got beef."

Joey and Spider looked at each other. It was true that Harvey Bullock had been responsible for busting them in the past and they obviously wanted payback on him for doing time.

"We're listening, Croc."

The next day soon arrived and Adrien, Marinette, and Alya had gotten together with Emilie having come along, wanting to spend more time with her son. Alya's father, Otis, was acting as a personal tour guide for them due to his job as a Zookeeper.

"Where is she...?" Adrien pondered.

"Where's who, Adrien?" Marinette asked.

The girl got her answer when Adrien perked up at the sight of another girl there.

"Kagami, over here!"

The girl noticed Adrien and came over as he smiled and gestured for Marinette to meet her.

"Marinette, this is Kagami, she's in my fencing class."

"Bonjour," Kagami said as she bowed. "You must be Marinette. Nice to finally meet you."

"Oh, um, likewise," Marinette said, bowing back. "Adrien's told me about you. You're, um...very pretty."

Alya smirked as she slid over and playfully elbowed Marinette.

"Careful there, Mari. She might be your love rival."

While normally blushing and in denial, for some reason, today all Marinette did was sigh in annoyance.

"Alya, you watch way too much anime."

"Did you say anime?!" Kagami's eyes perked up ever so quickly before she just as quickly he then composed herself. "Well...I would be happy to talk about it."

Marinette and Alya were shocked that Kagami had asked that while Adrien couldn't help but chuckle bashfully, having learned about Kagami's secret enjoyment of anime during their fencing classes.

"Hope Mari and Adrian don't mind we tackled this one," Spider-Man noted.

"They deserve a break." Batman mused, a sad smile on his face.

Both he and Spider-Man already had failures to their names; Uncle Ben, the Joker's first few victims…but their younger partners? Not so much. And Mr. Freeze and Electro were mighty big first failures. So today, while Mari, Adrien, and the others lived as teens should, they were investigating a very strange case, even for them:

Looking for arguably their biggest critic aside from Jameson; Detective Harvey Bullock.

"…Do we really have to help him?" Spidey asked.

"I don't like him either, but all of this seems rather sudden, even for someone as surly as him." Batman sighed as he examined what he was looking for; a toothpick.

An hour ago, a Witness had been brought in to testify, only for their car to be blown up. Harvey Bullock, arguably the heroes' biggest critic on the force, was overseeing the pickup and vanished. The case in question? To confirm or deny that years ago, Rupert Thorne had approached Bullock with some hefty bribes.

"So, the cowboy cop is a stool?" Spider-Man suggested.

"Don't let a grudge make you become what Jameson says you are." The detective reminded his partner.

"HE ALMOST SHOT ME UP THE…!" The webhead started before Commissioner Gordon interrupted, having been investigating with them.

"Look, Harvey Bullock is hard to work with, even harder to LIKE. But he's a good cop, he's clean."

"Maybe there was something we missed?" Spider-Man suggested. "I mean, call it a hunch since my Spider-Sense doesn't really do a whole lot of detective work..."

Batman said nothing as he turned and left, Spidey nodding to Gordon as he quickly followed after his partner.

"For once my friend, I hope your instincts are wrong..." The Commissioner sighed.

"Thanks for taking us here, Mr. Cesaire. You have the coolest job." Adrien smiled.

Alya chuckled. "Yeah, Dad. You really do."

"Oh, anytime, kids. And thank you." Otis smiled. "I love it here. I love animals and animal lovers."

"Kinda wish Bruce and Peter could have come with us," Marinette admitted. "But they were busy with things."

"Well, you know how Bruce gets." Alya shrugged. "And Peter still has his gig at the Daily Bugle."

"Bruce?" Kagami inquired, her attention raised. "You wouldn't perchance be referring to Bruce Wayne, would you?"

The other teens all nodded and were surprised when Kagami smiled.

"It's been so long…" She mused before recalling she was in public. "My mother and Martha Wayne were good friends; Bruce and I used to have play dates while they performed tea ceremonies together."

Her mood then sullied.

"We moved to Japan shortly after the Waynes were murdered: Mother claimed she wanted to return to the family roots…. but I believe she had too many memories attached to Martha-san to stay here."

Kagami kept her sharing to a minimum; no one needed to know the horrid way her mother and Martha first met…even if many a good thing came from it. She then spied Adrian and Marinette smiling:

"The Waynes were close friends of ours too." Marinette smiled sadly. "Apparently, we're the ONLY bakery Dr. Wayne ever ate from."

Kagami was intrigued by this.

"And my folks always brought me to Wayne Manor with them; Bruce is like a big brother to me." Adrien added.

That did not surprise Kagami in the slightest; even as a child just a few years older than her, Bruce had always had a heart of gold and a willingness to help others.

She then realized that when talking to and hearing about all this from these two? The memories didn't hurt so much.

"Ooh! Lions!"

Adrien zoomed over to the lion exhibit like an excited kid half his age, making Emilie giggle.

"I've never seen him this excited. Thank you so much, Otis."

Otis nodded. "It's high time the kid got a chance to be a kid."

Kagami heard this and looked down at her feet, getting Marinette's attention.

"Everything okay?"

Kagami tensed for a second, then recalled everything that had just happened, which made her think:…Would it be so bad to confide in this girl, who Adrian clearly adored and who shared her mourning of Martha Wayne, the aunt in all but blood she had idolized?

"…I…I'm not used to being so relaxed." Kagami admitted. "My family is rather…old and noble, which places pressure on me. Admittedly, I handle most of that without fail. But seeing Adrian and all or you enjoying all of this makes me pause and ask; what about what I want? I know I must honor my family, but…"

Marinette surprised Kagami with a gentle hug and shoulder tap, calming her down.

"Just for now?" The adorable fashionista suggested. "Just enjoy yourself."

"…And now I see why Adrian adores her so." Kagami mused, wiping away a grateful tear.

As this was going on, Alya noticed the bag that Emilie was carrying.

"….Tell me you didn't buy out the gift shop."

"Of course not. Just a few stuffed animals…and souvenir hats….and figurines…and t-shirts…and postcards…" She realized everyone was staring at her now. "I just want to indulge Adrien today, okay?"

Otis just shook his head and patted her on the back.

"You're something else, Emilie, and Adrien is one lucky boy."

Suddenly, Marinette got a phone call from Sabrina, much to her confusion as she answered.

"Hello, Sabrina? Everything okay? It's not like you to call my cell." She listened and then her eyes widened. "WHAT?! Detective Bullock has been arrested?!"

Having heard of Bullock's sudden arrest, Batman and Spider-Man had moved to where he was being held, only to find that he was missing from his holding cell...in which they found a tunnel leading right to the sewers.

"Don't tell me we got to go down there…" Spidey begged. Batman was already down. With a groan, he joined his best friend. "Ugh, you never see the Avengers in the sewers...or the X-Men for that matter!"

"Wait, hold it right there, Peter."

Spidey stopped and turned to see Batman taking out a small flashlight from his belt and shining it on something odd; a jade-colored scale.

"A scale?"

"Yes, and it looks like it belongs to a crocodile..." Batman then activated his Detective Vision. "But the genetic structure is HUMAN."

"So, what, we're dealing with some kind of Mutant?" Spider-Man asked.

"Only one way to find out. I've calibrated the cowl to track the source of this scale and anything related to its structure." Batman said as he looked at the ground. "Footprints...let's follow them."

The two heroes made their way through the sewers, following the footprints before coming across a large open area. It was there they saw Bullock tied up and hung upside-down...over a pit of hungry crocodiles.

"Sheesh, someone has it out for Bullock. Bad enough he gets arrested, I don't think they were springing for a death penalty via crocodiles."

Bullock then stirred and saw the two vigilantes. He grumbled. Great. Just great…At least Ladybug and Chat weren't here; he'd never live with himself if those two kids got hurt.

Sadly, the detective's grumbles caught the attention of his guards.

"Hey, what are you two doing here?!" Joey called out as he charged in with his knife.

Batman didn't even bother turning around, swinging his fist and punching the burly man in the face hard enough to knock him out with one blow. Spider Conway came in and gasped at seeing his partner taken down, turning to flee only for Spider-Man to web up his legs and string him up from the roof.

"So...what do you guys have with Bullock?"

"I-It's not us! It's HIM!" Spider panicked as he pointed behind the two heroes.

"Who's him?"

Batman got his answer when a large fist backhanded him into the nearby wall. Spider-Man's Spider-Sense blared to life as he jumped out of the way of an incoming ground slam.

"My daddy always said that if you want something done right...best to do it yourself."

As Batman picked himself up, he and Spider-Man got a good look at their adversary as he grinned down at them.

"So, you're the Bat and the Spider I've been hearing about from Gotham, Paris, and all the way to Broadway." The crocodile man said. "Well, pretty soon folks are gonna talk about how Killer Croc stopped you boys good!"

"Actually, I think folks are gonna go crazy when I pitch a new design idea to a friend; Killer Croc Handbag!"

Spidey lunged at Croc but despite his size, the beastly man was swifter than he looked and dodged and/or parried his strikes. Batman moved in to throw a few blows of his own, only to get the same result. Instead, the Dark Knight used his cape to make a feint and then punched Croc straight in the sternum, making him stumble back slightly.

Growling, Croc lunged and threw a punch, Batman meeting it with his own. However, as their fists connected, Croc's strength proved superior as Batman was sent flying back, only to be caught by Spider-Man.

"Man, and they say never to smile at a crocodile."

"What can I say, it ain't easy growing up with looks like mine," Croc smirked. "Course Daddy always told me; if you can't get people to like ya...make 'em FEAR ya."

"Your dad sounds….Intense." Spider-Man noted.

"He was…." Croc smirked, his teeth glinting before pointing to Bullock. "Now, I gotta ask; why save him? I may be new in town., but everyone knows he hates you. Why not look the other way?"

The reptilian's words made the two freeze.

"Hey! Leave 'em outta this, Jones!" Bullock snapped.

"IT'S CROC!" The supervillain snapped, foaming at the mouth. "WAYLON JONES DIED THE MOMENT YOU KILLED HER!"

The brute then noticed Joey having since come back to consciousness and was busy cutting Spider free from his web restraints before snarling, getting their attention as he pointed.

"LOWER HIM NOW!"

Spider and Joey moved to obey, but a Batarang knocked them both out. Croc growled but then composed himself as the gators moved to surround the Dynamic Duo.

"Who did you…?" Spider-Man started.

"Croc, I did everything I could!" Bullock called out. "Busted that prick's nose, jaw, AND arm!"

"NOT GOOD ENOUGH!" Croc roared, leaping upwards before Spider-Man met and threw a punch that was caught. The two then fell to the ground in a stalemate, their strength equal to each other as Batman reached into his utility belt and sprayed the gators to sleep.

"I'd like to avoid getting close and personal." He spoke aloud before making his way to Bullock. "What happened?"

"Yeah, tell 'em, Bullock!" Croc demanded, throwing Spider-Man aside, the wallcrawler correcting his flight and ending on a wall. "Tell them how you killed the one person who made my life bearable!"

"…Who?" Spider-Man and Batman asked together.

"….Baby Doll." Bullock sighed. "She and Croc were part of the same freakshow for years; Croc ended up there after his aunt sold him to the ringmaster."

"MARY!" Croc roared as he stomped forward, pure rage clear as he walked over and tossed aside the gators in his rage. "Her name was Mary Louise Dahl!"

He calmed down for a second, clearly in memory.

"She was born with both dwarfism and Systemic Hypoplasia. She never 'aged' past seven years old….She was my only friend." Croc muttered, happy memories filling her.

"And the ringmaster in charge of that freakshow was in league with the Big Men," Bullock added. "Snuck and sold drugs and arms for them. I caught him in the act on a day off and he caused a stampede of the animals…."

"…And Mary was killed in the chaos." Spider-Man guessed, getting a nod.

"The punk tried to run off with the profits and she tried to stop him. The bastard shot her." Bullock growled.

"And where was the law all the while? Putting down the dumb beasts instead of chasing the actual crook!" Croc growled. "Sure, that bastard didn't even last a week in jail…but Bullock here? No reprimand, no suspension for ignoring what he should've…and he ARRESTED ME! FOR ONLY DOING WHAT ANY GOOD PERSON WOULD'VE DONE!"

"You were attacking folks in a frenzy!" Bullock snapped back. "For crying out loud, before I took you down, you were about to kill an innocent family!"

"THERE ARE NO INNOCENTS!" Croc snapped, his roar shaking the sewer. "They just haven't had the chance to jeer or mock yet!"

The supervillain then composed himself and looked to the two heroes.

"Now. You two can walk away and let me do what I should've done..or join him."

"I can't look the other way. Not ever again." Spider-Man vowed.

"No one. Gets ignored." Batman followed, mirroring his partner as they entered a fighting stance. "Let's end this."

Croc smiled. "Was hoping you'd say that."

And he pounced towards them, bloodthirst clear. The two heroes dodged and weaved, their costumes suffering nasty cuts under Croc's claws and jaws. As the fight went on, Croc became more animalistic and started ignoring the punches and kicks, and at one point used a gator as a shield and then a bat.

Eventually, he pinned both of them down and was about to chomp off Batman's head when…

BANG!

Croc winced under the bullet and released the two heroes before he growled at the sight of Bullock, now free and having cuffed the henchmen.

"I just want all you scum buckets and dirtbags in this town to know you better lay low, 'cause Bullock's back and ready to kick butt!"

Enraged, Croc raced towards Bullock, who narrowly jumped out of the way as he let the crocodile-man hit a support beam. Undeterred, he raced to the detective, only for the two heroes to push him back and restart the fight, Bullock's shots distracting Croc long enough for them to land hits that he felt.

Soon, Croc was staggering but still enraged. He then spied the support beam and smirked evilly.

"I may not get you three, but I can swim!"

He then destroyed the remaining support beams, cackling madly as he did so and the sewer began to collapse.

"GOT EM, MARY!" Croc roared, unaware of the debris raining around him. "I GOT EM ALL!"

Even as he was knocked out by a block, he never stopped laughing and crying: Hell of a way to go out for him; taking two superheroes and Bullock with him after the fight of his life, even damaging Spidey and Bats' mask?

He'd die happy.

At least…he might've had, had he been facing other heroes.

"CROC!" Batman called out.

"I'll get Bullock out of here!" Spider-Man said as he carried the detective, plus Joey and Spider Conway, out of the sewers before gently placing him down.

"I don't get it...you and Bats stuck out your necks for me. Why'd you do that?"

"Because even if you have an attitude that would make Ol' JJJ envious, you're a good cop," Spider-Man explained. "And we knew something was fishy with all those crimes being committed under your name. We just didn't think it was actually a crocodile."

Bullock scoffed. "You and your jokes..."

"Sides, you gave us backup."

"Only so that we'd wrap this up quickly," Bullock claimed as suddenly, Killer Croc's body peeked out from the sewer hole...only to reveal him unconscious as Batman hauled him out.

"I should apologize, Bullock. I thought you were guilty too...and I was wrong." The Dark Knight said. "We may have different ways of enforcing the law...but we both believe in it."

The detective could believe that as least.

"Eh, go on you two." Bullock shrugged. "I'll take it from here."

"You know, even if we didn't bag this croc, a friend of ours would have made sure you were cleared of all charges," Spider-Man said. "Let's just say he's a VERY good lawyer."

Bullock nodded as Batman and Spider-Man took off, moving to detain Croc, Spider, and Joey as the rest of the cops came in, the detective preparing to tell them what really happened.

"Not a bad piece of work, those fellas..."

After Killer Croc's defeat (and dropping off their costumes to Alfred to repair), Bruce and Peter decided to allow themselves a break. They decided to go to the zoo, partly to research just HOW croc Waylon Jones had been.

"B-Bruce?"

The teen billionaire tensed and spied a familiar face hanging out with his little brother and sister figures. He smiled; after an intense fight, he needed a welcome surprise.

"Ohayo, Kagami." Bruce bowed, not at all surprised when she hugged him and happy to return it.

The other teens enjoyed the sight, Peter waiting patiently for his introduction.

Chapter Text

"Combustion is a high-temperature exothermic redox chemical reaction between a fuel and an oxidant. Usually atmospheric oxygen..."

It was another casual day at school. Marinette, Adrien, and their friends were currently in science class, which was taught by Olga Mendeleiev. Most of the students were listening intently...except for Rose, who was looking at her phone.

"Today, Prince Ali, heir to the throne of the kingdom of Achu will do the honors during his official Parisian visit by hosting a toy fundraiser for the sick children at the Paris City Children's Hospital."

"He's just so gorgeous and with a heart of gold." Rose sniffled as Juleka handed her a hanky to blow her nose in. "Oh! You know what? I'm gonna write him a letter professing my complete adoration and utmost respect."

Adrien had been listening in. His parents were friends with Ali's mother, Mariah Crawford who, despite her royal upbringing, chose to learn about medicine and nature to better help humanity as a whole. The talents she had gained earned her the moniker of 'Calypso'.

"It's okay, keep it cool, Adrien." He thought to himself. "Whatever you do, when you meet him, do NOT make an Aladdin reference!"

Ali and Mariah were currently staying at the Grand Parise. Gabriel and Emilie were going to visit Mariah and say 'Hi' for old times' sake and had wanted Adrien to accompany them, feeling he might get along quite well with Ali.

However, while Marinette and Adrien were at school, Bruce and Peter were busy with something else...

"Please, stop it! This is exactly why I left!"

Mariah Crawford, who had been visiting the local hospital, was currently being attacked by a man with black hair and a beard clad in a lion's hide vest. His attire, in general, screamed 'Hunter'.

"I have come all this way for ONE purpose..." The man said in a Russian Accent. "To take you home!"

"Sergei, let me finish my research! I can cure you!" Mariah pleaded.

"Nyet! You have found another man!"

Mariah quickly evaded the man known as Sergei and took the emergency staircase to the rooftop. She was glad her son was at the Grand Parise and not here. She couldn't bear for him to see the man currently confronting her right now.

"Mariah, you cannot give your heart to another man!"

"Don't touch me!" Mariah pleaded, backing away to the ledge of the building.

"I love you! I do not want to harm you." Sergei said earnestly.

Suddenly, a Batarang flew straight at Sergei, who grabbed it tightly in his fist before looking at it as if inspecting its composition, even sniffing it like a lion would. However, that was when Spider-Man and Batman came in.

"Crawford! Are you alright?" Spider-Man asked before noticing Sergei. "Whoa, nice outfit. Don't tell me; you're a Leo, right?"

"Whoever you two are, this is NONE of your concern." Sergei snapped.

"It's our concern now," Batman said firmly. "Mariah Crawford is not just the Queen of Achu, she's a well-respected doctor."

"Mariah, for their own sake, tell these two to stay out of our affairs!" Sergei demanded.

"Hey, didn't you hear the Bat?" Spider-Man asked. "It's our concern now, ergo, it's our affair!"

Sergei growled and drew a pair of kukri machetes as he slashed at the two crimefighters, who skillfully dodged his attacks before Batman knocked away the blades out of Sergei's hands, only for him to quickly tackle the Caped Crusader off the building and onto the next.

"Are you gonna be okay?" Spider-Man asked Mariah, who nodded as the Web-Slinger took the initiative to jump after his friend.

As Batman and Sergei wrestled with each other, the latter sensed Spider-Man's webs approaching and ducked out of the way, causing Batman to get hit instead. Fortunately, Spider-Man let go as his partner took some spray out of his belt and froze the webs off his cape.

"Faster than a speeding webline. Just who are we dealing with her?"

"No idea, but his fighting prowess is nothing to scoff at."

"In nature, spiders and bats are truly capable hunters...but all I see is PREY," Sergei said as he drew a long spear from his coat.

"Trust us, we're not ordinary prey," Batman said, taking a stance along with Spider-Man as Sergei lunged and swung his spear at the two.

With their natural agility, the heroes dodged the mad hunter's attacks, followed by Spider-Man grabbing his spear and with a fierce tug, throwing him over the building. Quickly hurrying over the edge to fire a web and catch him, his eyes widened when he saw that the man had vanished.

"What happened?" Batman asked as he came over.

"He disappeared!" Spider-Man said before seeing Mariah watching from the other building. "Come on, let's get Ms. Crawford to the Grand Paris Hotel."

Adrien had not been this nervous since he started going to school. And that had been him on his own. Here, he was with his parents, Marinette, Nino, Alya and the rest of their budding group, so he shouldn't be worried, right?

Well, anyone would be nervous about meeting royalty! That's right; he was meeting a prince! A prince with a name that practically BEGGED a Disney reference! Either that or a 1001 Arabian Nights! So, in order to avoid humiliating himself and or insulting royalty, Adrien had managed to always sneak away and or push someone else to the prince's attention.

His friends and the Prince were having the times of their lives, which made Adrian happy. But he could only hide for so long, and here he was, being forced to meet him bu his parents and Marinette:

"It is a pleasure to meet you, Adrien. My hosts speak highly of you." Ali smiled.

"Do not make an Aladdin reference. Do not make an Aladdin reference! Keep it together, Adrien! Get a grip on yourself, and DO NOT MAKE AN ALADDIN REFERENCE!"Adrien thought, sweating heavily before bowing. "It's an honor, Prince Abubu."

One could swear a record scratch was heard as Adrien's entire face went ghostly pale. However, Ali seemed to take it in stride, chuckling as he returned Adrien's bow.

"Ali Ababwa."

Just like that, all fear Adrien felt just left as his eyes rolled into the back of his head as he fainted. Emilie gasped in shock as Nathalie moved to fan him. And Marinette?

"ADRIEN!"

Well, let's be honest, you all saw that coming.

"Oh no! What did I do?!" Ali gasped in worry he shared with Marinette.

Gabriel sighed. "Oh dear..."

"Better him than me." Kim joked, only to get elbowed by Alix.

"Hey everyone, sorry I'm late. I was just…" Sabrina said as she came in, only to see what was going on.

"Adrien! Speak to me! Say something!" Ali cried as he shook Adrien. "He must need CPR! Everyone, stand back!"

As Ali administered CPR to the unconscious Adrien, Sabrina's face went atomic red as well as most of the other girls as well. Gabriel just pinched his forehead and shook his head while Emilie giggled awkwardly.

'Please do NOT take pictures and or ever speak of this again."

"Thank you for bringing me here," Mariah said as Spider-Man and Batman brought her safely to the rooftops of the Grand Paris.

"Who was that charming Tarzan knock-off, anyway?" Spider-Man asked.

"I knew him as Sergei Kravinoff. He is descended from Russian nobility."

Batman hummed. The Kravinoffs were among the lucky few old families to keep their wealth and prestige up until the Cold War ended. They were suspected of being involved in espionage, poaching, transporting stolen goods, and even assassination. However, Sergei ended up being the 'White Sheep' of the family.

Such a description brought a smile to Mariah's face.

"I met Sergi on a safari in Africa. He made his name as a big game hunter, possibly the greatest to ever have lived. When hunting was outlawed, he quickly moved to conservationism; saving endangered animals from being hunted or put down. When I went to Africa to finish my Major in Herbology and mystic sciences, he was hired to escort us."

Mariah's mind filled with memories; Sergei bravely subduing a sickly, maddened Rhino, tossing a snake that had been about to bite Mariah…and that warm, adoring smile on his face as they cuddled around a campfire.

"So what caused him to go crazy?" Batman asked.

"It was in the final months of my trip. We were attacked by a vicious lion." Mariah explained. "It had been afflicted with a strange disease that made it go berserk. Sergei fought bravely and eventually won, but he was seriously injured. It took everything I had to save his life...but the lion's disease had ended up being transferred to him."

"Oh, so he was bitten by a radioactive lion?" Spider-Man asked. "Been there, done that."

Batman gave his partner a dirty look, quickly making him clam up as Mariah continued her story.

"Sergei began recovering at a much more accelerated rate. In fact, dare I say it. However, I could see in his eyes that new instincts burned in his blood." Mariah said. "Gradually, he became more primal and bestial, hunting like a jungle animal. In that metamorphosis, he took on a new moniker; 'Kraven the Hunter'."

"Ah, there it is," Spider-Man noted.

"At the same time, I learned I was with child: My darling Ali."

This made the two heroes' eyes widen in shock. If Ali was her son, didn't that mean….?

"Yes, I've been told I do not at all scream 'royalty.'" Mariah smiled, her mood rising a bit before dampening. "It broke my heart to leave Sergei, but the jungles he started seeing as home were no place to raise Ali, and his behavior was becoming so animalistic, I feared he may emulate the worst fathers in the animal kingdom…"

"Like Hippos, Grizzlies and Lions?" Batman guessed.

"Exactly. And while it has taken a long while, I was finally able to recreate and perfect the medicines I used to save and that transform Sergei." Mariah said. "I just need more time and your help."

"We can try. The two of us have...skills of our own in medicinal science." Batman said.

"Let's just hope this Kraven guy doesn't find us," Spider-Man said.

"I must attend to my son. By now the Agrestes must already be here." Mariah said as she took the stairs down. "I hope that you can help but be warned...Kraven is no ordinary animal."

"Considering some of the people we've met in our line of work..." Spider-Man muttered. "I have a bad feeling you have a point."

As Mariah headed downstairs to reunite with Ali, Spider-Man and Batman looked at each other and decided to return to their civilian guises.

"Peter! Bruce!"

The two veteran heroes, fully changed a few minutes later, spied Marinette, Adrien, and the others walking towards them, guiding the visiting Prince.

"Ali, this is Bruce Wayne and Peter Parker; two of the brightest and kindest minds you'll ever meet." Marinette beamed, then shot Peter a look. "Do not!"

"…Do not what?" Peter asked, confused.

"We already had a reference incident," Nino explained, Peter and Bruce catching on.

"I do not mind, honestly," Ali assured them all with a smile. "While apparently, mother took from 'Ali Baba and the 40 Thieves' for naming me, to be linked to one of the greatest Disney movies is also nice."

Sabrina, a blush on her face, awkwardly shuffled up to the young prince.

"Um, uh, hello, your highness."

Ali smiled. "Oh, hello."

"I wanted to thank you for saving my friend's life. It was very brave."

Adrien blushed in embarrassment, still recalling his fainting episode and how Ali, believing he was in danger, used CPR. Marinette also had a small blush of her own.

"Well, it turns out he didn't really need CPR. Still, better safe than sorry." Ali said as he took Sabrina's hand. "And if it means having gotten to meet you, it was all the more worth it."

Sabrina's blush increased as Ali kissed the back of her hand. Chloe could only stare incredulously at her best friend while Mary Jane smiled and gave a thumbs-up.

That was until Sabrina fainted.

"NOT AGAIN!"

Meanwhile, Kraven had found some of Spider-Man's webbing and sniffed it out to find his trail, growling lowly to himself as his eyes narrowed toward the Grand Paris Hotel, which he quickly made his way toward.

Within the hotel, Mariah hurriedly finished synthesizing the cure, thanks to some help.

"I cannot thank you enough, Mr. Parker." She smiled, clearing her eyes of years.

"The least I could do," Peter promised her. "But…how will…?"

"Sergei is stubborn and cannot let prey escape him." Mariah escaped. "Forgive me for sounding ruthless, but I imagine he'll find the Dynamic Duo soon enough,"

"Thank you all for coming and participating in this toy drive," Ali spoke through the microphone on stage as citizens donated, repaired, and of course, purchased a myriad of dolls, models, action figures, and building sets. "While we all may be leaving with a gift, all of the funds raised will be going towards children in dire need, not only internationally, but here in Paris as well. Because youthful as I may be? I believe we can all agree there is something beautiful in a happy child. With all that said? Enjoy yourselves."

Bruce, sipping on some sparkling juice, smiled. If only more people were like this prince; the world and city would be a better place.

"Well, this is a surprise!" A posh voice smirked. "Bruce Wayne, acting like a kid."

Bruce chuckled

"Felicia Hardy." He retorted, turning to meet a breathtaking beautiful girl with long, white hair in a sleek black dress that hugged her curves…well, to anyone but Bruce it seemed. "Haven't seen you in a while. The Foundation doing well?"

"Mother keeps busy and that keeps her happy." Felicia smiled. "She wanted to come here tonight, but our newest big brain, Dr. Octavius had a presentation; one she was very pleased with, from what my texts imply."

"Dr. Octavius?" Bruce asked. "As in Otto Octavius? The genius energy engineer? Peter's scientific idol? THAT Dr. Octavius?"

"The very same." Felicia smiled, the looked around. "Where's Peter? I was hoping to tease him with that reveal."

"He got an internship offer." Bruce lied. "Still, he did give me some of his cash to donate…and possibly buy for him a Captain America figure."

Felicia smiled at that, then turned her attention elsewhere.

"There you are, Selina! My goodness, I know you wanted to surprise Bruce, but punctuality IS a thing."

"Yeah, yeah, I hear you!" Selina, now dressed in an equally breathtaking grey dress and smiling sweetly while sauntering her way over.

"….Whoa." Bruce managed.

"Hey, Brucey." Selina cooed, giving him a warm hug.

"Selina." Bruce smiled back, then whispered: "Taking or giving,"

Selina let out a faux, scandalized tone.

"Bruce Wayne! To accuse me of stealing from literal children?! The idea!" She acted as overdramatically as possible, then added: "For your information, Felica and I ONLY cause trouble when it is earned."

"And possibly illegitimacy aside?" Felicia added. "Ali is about as sweet and clean as Peter."

Bruce smiled. "You might want to be careful around him."

"What? Why? Peter is smart, driven…and putty in a girl's hands. He's harmless."

"Well, according to Chloe? Mary Jane Watson is also interested in him," Bruce smirked, growing worried when Felicia smirked back.

However, it was at that moment that Kraven barged in, pushing the people aside as he searched the hotel, even sniffing out certain things like the tablecloth.

"He must be part of the act," Felicia noted, before seeing Selina glare at Kraven's get up. "Oh….How bad?"

"A lion. A cheetah." Selina growled through her mouth. "And not even into somewhat tasteful attire."

Bruce narrowed his eyes. "Kraven...he must have tracked Peter's scent. Clearly, he found some webbing that hadn't dissolved yet."

Bruce silently disappeared into the crowd before retreating to redon his cape and cowl as Batman while Kraven made his way up to the podium as he took the mic.

"Spider-Man! I know you and your friend Batman are hiding here!"

"Is this part of the fundraiser?" Ivan asked.

"I don't think so..." Marinette frowned. "Guys, Adrien and I need to call the police. Can you hold the fort?"

"Sure thing," Nino said with a wink.

After finding a safe place to transform, Marinette and Adrien shouted their phrases.

"TIKKI, SPOTS ON!"

"PLAGG, CLAWS OUT!"

Unbeknownst to them, Gabriel had snuck off as well, having the same excuse to Emilie that he was going to alert the authorities...only to take out a certain butterfly-themed brooch.

"I think I know why he's here..." The man said before shouting his phrase. "NOOROO! DARKWINGS RISE!"

Meanwhile, Peter heard Kraven calling out his name in the lobby and quickly turned to Mariah.

"I need to check up on my friends. You think you can finish the cure?"

Mariah nodded. "It is almost ready."

With a nod, Peter ran out and after making sure nobody was looking, quickly donned his costume again as he made his way to the lobby.

As Mariah got to work on the cure, she suddenly saw a purple glowing butterfly floating around her before perching on her finger as a voice spoke into her mind.

"Calypso, you wish to free the man you love from the animal he has become. It is imperative you have the power to cure him once and for all if you accept this power."

Mariah didn't know if she should fully trust the man's voice but as she looked at the cure, she knew that she needed to accept whatever this butterfly was offering, nodding as she was engulfed in a brilliant light.

"What's up with this guy anyway?" Alix wondered to the rest of her classmates as Kraven continued demanding for Spider-Man and Batman.

"Hey, Jungle Jim, miss us?"

Kraven turned to see Spider-Man arrive, along with Batman, Ladybug, and Chat Noir. The crowds cheered, thinking this was all part of the fundraiser while Ali looked worried between everyone.

"Mother, where are you?"

"So, you think you're a pretty cool cat dressing like that?" Chat Noir quipped. "Well, let's see who's the real king of this concrete jungle!"

Taking out his baton, Chat Noir extended it to strike Kraven, only for him to grab it and swing the Black Cat Hero over his head. Luckily, he was caught and pulled to safety by Ladybug's yo-yo.

"Where is my woman?!"

"Hey, you're the hunter, why don't you find her yourself!" Spider-Man taunted as he fired a web shot at Kraven's chest.

The hunter was undaunted as he grabbed the web line and pulled Spider-Man over his head. However, the wall-crawler used his strength to right his trajectory before getting behind Kraven and grabbing him, only to be thrown off his shoulders, landing on his feet as Batman moved to get up close and personal.

"Sergei, listen to me!" Batman demanded. "You're not thinking straight! Mariah is working to cure you!"

However, Sergei was too blinded by rage to listen as he slowly began overpowering Batman with his sheer ferocity. However, it was at that moment that magic binds wrapped around him, causing him to struggle as he looked up and gasped.

"Mariah...!"

Sure enough, Mariah descended down, now clad as a shaman warrior complete with face paint and a floral crown. She gave a sad sigh as she approached Sergei, who stopped struggling as she gently caressed his face.

"Oh Sergei…What did I do to you?." She said. "I never should have left you, I realize…But I…I was with child."

Whatever madness remained in Kraven vanished at those words. He then sniffed as someone else made their way to the scene."

"Your majesty, please stay back!" Ladybug begged.

"Wait!" Ali begged. "Please. Let me try something. Stand down for now, please."

The four heroes did as Ali asked as the young prince, without a hint of fear, walked forward.

"…My…My son?' Kraven said aloud. "I…I…I have a…a son?"

Ali, still motioning for all to stand down, smiled,

"Hello, father."

Those two, simple words caused the once maddened hunter to start crying as he smiled, giving his son a look over.

"Sergei." Calypso smiled, offering him the cure, which he accepted without resistance.

The fundraiser proved to be a success, especially with Spider-Man, Batman, Ladybug, and Chat Noir's involvement. However, nobody seemed to figure out how Mariah temporarily gained superpowers before turning back to normal after Sergei was cured.

Needless to say, Sergei was glad to be reunited with the woman he loved as well as finally feel truly human again. Ali was happy to finally get to know his father, who had vowed as they made their way back to Achu to make up for lost time.

"Well, glad to see everything ended well, right, Nooroo?" Gabriel smirked as his Kwammi partner nodded.

"More or less, Gabriel. But don't you think you should let Adrien know that his father is just like him?"

"I think we'll wait a little while longer, my friend." Gabriel chuckled. "After all, why spoil the surprise so early?"

Chapter Text

Marc Anciel was a very timid young man. He had difficulty interacting with other people and tended to shrink away. This is what happened today. Marc had accidentally bumped into a cute boy with red hair. He offered to help him up, but Marc, being as timid as he was, especially around people he found attractive, just stared at him, backed away, and blurted out hurried apologies as he ran off, hiding his face in his hoodie.

He hid behind a staircase, dropping his books in front of him. He was so ashamed and embarrassed that didn't notice he wasn't sitting there alone.

"Hey, Marc?" The boy turned to see Mary Jane Watson, taking out her earbuds and looking at him with concern. "You okay? You look stressed."

Marc sighed; no use hiding it from MJ.

"W-well I bumped into this guy with red hair, he helped me up but I got lost in his eyes and hair…and…and…"

"You ran off?" MJ guessed, getting a nod and letting out a wince. "Yeah. That's…that's never fun."

This made Marc look up in shock. Did that mean?

"Yeah." Mary Jane chuckled weakly. "Everybody has at least one experience like that. So don't worry."

Then she got an idea.

"You know, I know quite a few kids in the class next to yours who would love to be your friends. Would that be cool with you if I tried introducing you to them?"

"I'd like that. Thanks." The boy smiled as he accepted a hand up and began to follow the redhead.

"So, do you have any hobbies, Marc?" MJ inquired, wanting to keep the conversation going

"Well, I, uh, I like to write stories."

This gave MJ another idea. "Follow me."

She took Marc to the Art Room. Alix, Nathaniel, Juleka, and Liz were there as well as Luka and even Randy Robertson.

Marc felt like a stranger, but simultaneously, he felt a strange allure to the Art Room. It felt good to be here. He looked at how everyone was creating and expressing themselves. They all seemed so friendly too. Marc was ready to go in, but then he spotted the boy from before and froze. It certainly didn't help that he was coming over.

"Hey, I was looking for you."

The cat had definitely gotten Marc's tongue as he simply stood there, saying nothing. But then, before he could turn around and bolt, Nathaniel handed him a notebook, his notebook.

"You dropped this when you ran away from me. I'm sorry if I startled you. I was focused on my drawings."

Marc was shaking as he timidly took back his notebook.

"I hope you don't mind. I saw a few of the pages of your writing when they fell out. You're a very good writer. I'd love to work with you on a comic."

"I'D LOVE TO!" Marc shouted before covering his mouth with a blush.

Everyone was staring at him. Not good. Now was the time when Marc would have started running, but just as he was ready to, he heard something he didn't expect.

"Great."

Marc froze. "R-really?"

"Yeah. So, meet me here tomorrow? Maybe after school?"

"Yeah," Marc said, cracking a tiny smile. "S-sure."

Nathaniel extended his hand. "I'm Nathaniel, by the way"

"Uh, uh, I'm Marc."

He finally reached out and shook Nathaniel's hand.

"Nice to meet you, Marc. I can't wait to get started."

Marc's heart began racing. Normally a bad sign for him, but this time, he didn't want it to stop. Unbeknownst to him, Mary Jane was giving a proud thumbs-up while nodding her head in approval.

A few hours later, Adrien was home, finishing up his homework before a night-long marathon of "The Grey Ghost", when he received a notification on his phone.

It was an update from Alya's 'Ladyblog'; Ladybug had stepped in to save two children from being run over by a car when they'd chased after a balloon. She'd gotten the balloon and gently reminded the two to be more careful, then paused for a picture and a few autographs.

Alya had asked where Chat Noir was, to which Ladybug had graciously explained;

"Chatton lives on the other side of the city and well…today is very special to him, so unless a supervillain shows up, I decided to let him have today off. But please, don't think he's slacking off. In fact; yesterday around….noon, I think? He saved a few construction workers."

The post was as usual, very popular, with several of said workers chiming in to confirm that had happened. Alya had, in comments, apologized to Chat for missing his act of heroism and reminded her viewers that as much as she and they adored Ladybug; Chat, Spidey, and Bats were also due for recognition.

Adrien recalled that adventure: He had happened to be on his lunch break at a modeling gig since Agreste Threads was working on a line of fit wear. He saw some equipment fail and no one was around to see him transform…And thanks to his intervention, he had saved ten people, one of whom had been a father with his young son at work with him that day.

Seeing the grateful and safe family reminded Adrien how it felt good to know someone else was safe; even if Bruce and Marinette had worried about him; the accident had been at a skyscraper in development. Peter at least offered to help with his agility training.

Adrien then realized that he had NOT yet followed the Ladyblog; modelling, school, supervillains and the fun he had hanging out with his classmates kept him busy. So if that was the case, who had…?

Ah, no need to worry. It came from Marinette, bless her.

"You deserve all the praise you get, Kitty. Enjoy your Grey Ghost Marathon; I know my mom and dad will."

Adrien replied with thanks back, almost sending his lady a heart emoji before he caught himself.

"My lady?" He asked himself. "When did…? Marinette isn't my….I mean, I wouldn't mind if we were…but we're just friends! And that's fine! Heck, she's one of the few girls who DOESN'T LOOK AT ME LIKE I'M A PIECE OF MEAT!'...Although…"

The boy found himself reminded of how Ladybug's outfit accented Marinette's figure, her cute hairstyle, button nose, beautiful eyes…and a cute…

Adrien then slapped himself back to reality.

"No! Bad Adrien! Bad!" He mentally chastised himself. "You remember what some folks have said about Mom aging so well! You're not one of those creeps! You were raised right!"

His memories then returned to how Marinette had been so quick to help him whenever he got in trouble, her adorable smile….

"Um…Something on your mind, Adrien?"

The blonde boy turned to see a concerned Bruce entering his room with something in tinfoil.

"Alfred went overboard and I figured you'd like it. Well, maybe Plagg more than you."

The Kwami of Destruction suddenly manifested and took the package from Bruce, salivating as he smelt cheese and helped himself to Alfred's 10 cheese and tuna casserole.

"That man is a culinary genius!" Plagg sang with tears in his eyes.

"Thank god for Pizza." Bruce smiled as he placed an order for delivery. Adrien giggled at that. "So, what's got you slapping yourself?"

Adrien blushed in embarrassment, realizing his cheeks were red.

"W-well…." He tried to pick the right words. "What…what should I guy do when he likes someone who is a friend?"

"This about Marinette?" Bruce asked, delighting in Adrien's shocked look. "Well, to be fair, it was either her, Chloe, or Nino, and well…you've never looked at the other two like you do her."

Worried he was looking like a creep, Adrien wordlessly pleaded for a description.

"Like she's the only girl in the world. That the sun rises and sets with her. Her happiness is your biggest concern…and if anyone goes near her, they better treat her like a deity made flesh or you'll move heaven and earth to educate them to do so….Like your dad does your mom, I guess." Bruce explained.

Relieved, Adrien let out a breath he had been holding in.

"What if she doesn't see me the same way and prefers to be friends? It'd be weird."

Anyone else, Bruce would've deadpanned in annoyance and lectured the boy for an hour about how a blind person could tell Marinette obviously adored him. But with Adrien, he was patient and just smiled.

"That is the usual gamble," Bruce admitted. "But if it helps? I'd say go for it. I mean, at least you and Mari aren't connected by trauma."

Adrien raised an eyebrow at that.

"Oh…right. I never…" Bruce sheepishly noted, but thankfully, Adrien didn't press.

"Well, let me put this another way," Bruce said. "I trust you with Mari more than anyone else."

This surprised the blonde.

"You're kind, brave, selfless, humble, helpful and you make people laugh. And Mari sees you for you and adores you for it."

The doorbell rang and Bruce went to grab the pizza, leaving Adrien alone in his thoughts.

(Play My Lady from the Miraculous Ladybug Movie)

Recalling his own thoughts and then taking Bruce's advice into thought, the Agreste heir found himself in a reflective mood. A mood that, alongside his complciated feeling, compelled him to sing.

Bruce observed the song from the door and smiled, sneaking out to avoid Adrien noticing he was still there.

Adrien wasn't the only one dealing with feelings of love as after school, Juleka had invited Rose over to her house to discuss something important.

"Thanks for the invite, Juleka. So, what's going on?"

"Um, Rose? I have… a kind of personal question to ask you."

Rose sat down. "Okay. What is it?"

Juleka swallowed hard. "How… um… How do you feel about girls?"

"Well, I'm a girl, so I like them fine."

"No, I mean… how do you FEEL about girls?" Juleka emphasized.

Rose was confused for a moment before blushing brightly when she realized what her best friend was getting at.

"Oh! Well, I, mean, I like boys and all, but the more I think about it, the more I like the idea of meeting a girl, dating her, kissing her, it would be nice."

This made the goth girl smile.

"Well...What about me?"

Ever since they had met, Juleka had felt something special for Rosa; her sweet nature, and the fact she never left her side as they grew up, helped her get out of her shell and meet Marinette, Alya, and the others. That fact she was overwhelmingly adorable with eyes so blue they should be illegal was also a bonus.

Yes, she knew Rosa had a crush on Prince Ali; honestly, who wouldn't? He was a dashing prince who cared for and worked with the people. But after what happened with Mrs. Bustier and Electro? Juleka did not want anything to go unsaid. If nothing else, she was happy to be friends with Rosa.

Rose's eyes widened in shock, a small gasp escaping her lips as she covered her mouth.

"Juleka…I…"

"Y-Yes?" Juleka asked nervously as she leaned toward her friend.

"I… I…" Rosa stuttered again, trying to find the right words; so much had happened between them over the years, so many highs and lows….And then, throwing caution to the wind, Rosa smiled sweetly and kissed Juleka.

"O-Oh...Crikey."

"I can't believe I just did that!" Rosa whispered with a blush on her face, moving her hair out of her face and darting back and forth with a blush on her face.

"I can't believe I just said that!" Juleka grimaced. "Great Googly moogly?! Where did that even come from?!"

She then fully realized what had happened: Her best friend, the cutest girl in all of Paris, and the love of her life? Had just kissed her.

"So, does this mean that we…?" Juleka asked shyly.

Rose just beamed brightly, that ever-radiant smile Juleka loved so much as she jumped up into her arms and kissed her again.

"Welcome back to the Big Apple, Harry!" Peter beamed as he hugged his other best friend; Harry Osborn.

"Thank god for that!" The redheaded heir of Oscorp smiled, before spying Peter had not come alone: "Mary Jane! Looking good."

"Thanks, Harry." Mary Jane said. "Hope you don't mind, Pete and I have a project and…"

"Hey, you two are always welcome…especially since I need to catch up," Harry mumbled jokingly.

Harry and Peter had met in Grade 5, when Harry, after being booted from every other school he went to, tried to blackmail Peter into doing his homework for him in exchange for picking up where and whenever Bruce wasn't around to save him from bullies. However, the blackmail was soon forgotten as Harry met the Parkers and was introduced to a loving family; with his mother walking out two years before and his father constantly working.

Plus, as it turned out, Harry learned better by doing, not through instruction and lessons. So, a genuine friendship was born; with tutoring being a nice bonus and Ben being Norman's go-to freelance electrician.

Sadly, life was still not easy for Harry; while he treasured Peter, Harry tried so hard to be popular that he started buying and eventually abusing drugs to get ahead in sports. Luckily, his father had caught him just in time and pulled him out of school to get him the help he needed…which also repaired their relationship somewhat.

DING!

The trio turned to see the elevator open revealing a blonde girl in a green sweater entering the apartment, her eyes widening in shock and happiness.

"Well, wasn't expecting a crowd."

"Gwen!" the trio of friends all cheered as they raced to hug each other, with Gwen hugging Harry and giving him a peck on the lips.

"Miss you, Red."

"Not as much as I missed you." Harry smiled. "Your dad okay with you being here?"

"He dropped me off." Gwen smiled, then gave Peter a hug. "How you holding up?"

"One day at a time," Peter assured her. "But good all around."

Gwen Stacey was the daughter of George Stacey, the Chief of Police, and a lifelong friend of the late Ben Parker. She and Peter had known each other since diapers and they still lived on the same block. Gwen however, went to Midtown High due to her father being protective of her and wanting her closer to home, so she hadn't seen either hide or hair of these faces for some time.

Especially Harry; who'd been sweet on Gwen since day one. When his addiction became known, she stayed in contact with him along with Peter, and despite the distance, their relationship blossomed.

"How are you doing Gwen?" Mary Jane asked the blonde as the boy she loved and his best friend started up a videogame.

"It's been…a challenge with Harry," Gwen admitted. "But he's so sweet when the moment calls. Especially after nipping that addiction in the bud. You and Peter…?"

"Not yet." Mary Jane said, smiling. "Pete's got a lot on his plate at the moment and until I know I can help?"

Gwen nodded in understanding.

"How has he been doing since Ben died?" She asked. "Honestly."

"Well…" Mary Jane chose her words carefully. "He grieved and still does in his own way; but he's stepped up a lot too; helping new kids get settled, de-escalating bullies…."

Gwen smiled, happy to hear that.

"Harry?" A voice called out as someone headed to the elevator. "I'm heading out, but left some cash for take-ou…Oh. I didn't realize you were entertaining."

The voice belonged to a tall, well-built but older gentleman, obviously Harry's father through their shared hairstyles. He wore a fine suit, an Agreste-tailored one too.

"Peter. MJ?" Harry said, breaking, stepping forward. "May I introduce my father; Norman Osborn."

"Great honor to meet you at last, sir." Peter smiled, idolism clear in his eyes and voice.

"Pleasure to meet you, Mr. Osborn." Mary Jane said.

"Goodness, and I thought Gwen here was pretty." Norman chuckled.

"Daaaad…" Harry groaned as Gwen giggled and waved off the praise along with Mary Jane. Norman, however, was focused on Peter.

"Harry tells me you're something of a science wiz' smartest kid in your school." Norman smiled, which grew when Peter's did. "You know, I'm something of a scientist myself."

"I know; I've read your work on nanotech. Incredible stuff." Peter nodded.

"Not to mention your prediction on the 'screen age' back when you were at ESI." Mary Jane added. "…Wonder if Gates and Jobs should be paying you for that."

"And you understood those?" Norman asked, shocked to hear someone his son's age being aware of his work. Especially Mary Jane; not to assume, but in his experience a girl as lovely as her wasn't often involved in the sciences.

"Yup. In fact, I've written papers about them." Peter smiled.

"Full disclosure; Pete's reports were easier for me to understand." Mary Jane sheepishly said. "But I do applaud Oscorp's work in the Super Solider redevelopment program and aiding Selina Kyle against inhumane testing conditions."

"Amazing." Norman beamed, not used to this. "Your families must be very proud."

"My aunt is." Peter said with confidence, getting nods from Gwen and Harry.

"Meh…" Mary Jane made a 'so-so' motion with her hand. "The old man's a wannabe writer with the talent of Butterscotch Horseman. I live with my Aunt too and she's way cooler."

Norman smiled; his day lifted by this interaction.

"Goodness, look at the time!" Norman gasped. "So much brilliance and I'm already running late for that meeting! Have a great night kids; I'll have Bernard swing back to give you lifts home. Wonderful to meet you, Peter. Mary Jane."

After waving the four friends goodbye, Norman smiled before frowning to himself. He was glad that Harry was happy with his friends but right now, his son didn't need to know about the struggles Oscorp was going through...

Chapter Text

It was Christmas Eve, the happiest and most looked forward time of the year; presents being bought or made, feasts being cooked and general warmth and goodwill all over.

At Arkham Asylum, even the criminal inmates were celebrating; exchanging small gifts, enjoying a ham dinner, and even singing.

"Jingle bells, Jingle Bells
Jingle all the way!
Oh what fun it is to ride
In a one-horse open sleigh…!"

And there was one in particular who was particularly giddy; not just because his bunkmate Ferris Boyle had… 'moved', but because tonight was a very special night for him.

"Jingle bells, Batman smells
Spidey laid an egg
The Batmobile lost a wheel
And the Joker ran away~!"

Placing the star on top of the Christmas Tree, the legendary Clown Prince of Crime held on tightly before it suddenly took off like a rocket, straight out of the ceiling of the asylum and toward the city.

"Crashing through the roof
In a one-horse open tree
Busting out I go
Laughing all the wheeeeeee~!

This would be a Christmas that nobody would ever forget. THE JOKER would make sure of that.

"Come on, Bruce, it's Christmas Eve!" Peter said as he was visiting Wayne Manor. "Why don't you kick back and get into the spirit?"

His best friend had been in a mood ever since this afternoon; when he'd received word of something that made his blood freeze and his worry skyrocket. He'd been on the Bat-Computer ever since lunch, only now leaving the screen and chair:

"The Joker's escaped from Arkham Asylum, Peter," Bruce said, already getting suited up as Batman.

"Guess he figured now was a good time to break out after so long." Peter shrugged. "After all, even criminals spend the holidays with their families."

"He has no family." Bruce pointed out.

"Yeah, okay, point taken." Peter winced as he put on his Spider-Man mask. "Look, I'll make a deal with you; if we go out on patrol and find that there's no sign of the Joker, we join Marinette, Adrien, and the rest of the gang over at the Agrestes, have Christmas dinner, and watch some holiday movies."

"…Deal."

Batman decided to take the Bat-Cycle for this one while Spider-Man slingshot himself through the sky with his webs after him.

Patrols led up uneventfully after a good couple of hours. Whatever crimes the Dynamic Duo figured were happening were just people helping each other out in the spirit of the holidays. Right now, the two were having some hot chocolate before deciding to turn in for the evening.

"Doesn't it warm your heart to see everyone in the spirit of Christmas?" Spidey asked his partner.

"True, Christmas in New York is definitely a festive time, especially in Paris," Batman admitted.

Spider-Man chuckled. "You just can't believe there's no use for us for one night."

"You can never be too prepared, Peter."

"Come on, if WW1 took a day off for this, I think you can too." Peter smiled, delighting when he saw Bruce finally crack a smile. "Now come on; we have one last stop to make before Marinette and Adrien start wondering where we are. Don't go being a Scrooge, Bruce."

"Honey, do you think the goose is overcooked?" Gabriel asked, wearing a snazzy red and green suit with a Christmas Tree tie.

"I don't think so, dear. Nathalie, can you and Monsieur Gorilla check?"

Nathalie nodded. "Sure thing."

A ringing at the doorbell was soon heard as Emilie, clad in a red, off-shoulder dress, red high-heels, red lipstick, a pearl necklace, and white satin opera gloves, went to answer the door.

"Hello?"

The Agreste Matriarch gasped when she saw all of Adrien's classmates and their families as well as Alfred, Mary Jane, Aunt May, Harry Osborn, Gwen Stacy, and even Norman Osborn there, each of them having brought food and gifts.

"MERRY CHRISTMAS!"

"Oh my! What on Earth is all of this?"

"You can thank Master Bruce for some of the more intricate preparations." Alfred chuckled, having baked cookies. "He and Master Peter should be arriving shortly. They were...holed up with a project."

"And even with Bruce's planning, the rest of our kids helped whip things up," Andre added.

"Somebody call my name?"

The group turned to see Bruce and Peter, their arms stuffed with pizza and soft drinks. The others rushed to help empty their arms and bring everything in.

"Sorry we're late; Spidey and Batman's charity blocked off the route." Peter sheepishly chuckled.

The charity in question had been something Grace had set up with some aid from Harvey and Commissioner Gordon; where the two superheroes had posed for pictures and done several stunts for donations, all of which went food banks, hospitals, and halfway houses. Spidey had juggled motorcycles (with their riders!) and then held up to twenty people at a time over his arms while Batman did wheelies on the Bat-Cyle and gave out dulled batarangs to kids.

All in all? It had been lots of fun and eased Bruce into party mode.

"Well then, let the fun begin!" Emile beamed.

The Christmas Party was in full swing and everyone was having a good time. However, despite enjoying himself, Bruce still had a bad feeling in the pit of his gut that something would possibly happen. He had confronted the Joker more than a few times to know that the madman always had a surprise up his sleeve when people least expected it.

"So, what movie should we watch first?" Alya asked.

"I was thinking 'Home Alone'!" Nino said.

"Nah, I want to see 'How The Grinch Stole Christmas'!" Chloe said.

"Figures you'd want to see that..." Kim snarked.

"We talking the cartoon, Jim Carrey, or the Illumination?" Nathaniel asked.

"….There's a third?" Chole asked, genuinely shocked.

"It's not too bad." Mary Jane noted. "Kind of focus a bit more on making the Grinch too sympathetic, but it has its moments."

"I know! How about 'It's A Wonderful Life'?" Marinette suggested.

After putting it to a vote, everyone decided that It's A Wonderful Life would be watched first. However, the large TV the Agreste Family had suddenly began glitching out before it began playing what looked like some kind of Christmas Special.

A shadowy figure was standing by the fireplace, wearing a Christmas sweater and looking thoughtful before speaking in a gravelly voice.

"Do not adjust your sets, folks! This is a new, one-of-a-kind Christmas Special nobody has ever seen before!"

Bruce felt himself go pale at the all-too-familiar voice. The voice of a man whose crimes defied any reason or logic, a man who was not like any other criminal he had ever faced in his career.

Sure enough, the figure turned around to reveal a man with chalk white skin, ruby red lips stretched in a menacing smile, and neon green hair.

"No way!" Nino exclaimed. "Is that...?!"

"Him…" Bruce growled under his breath.

"JOKER here! Greetings and Merry Christmas to all of New York from Queens to Paris to Gotham!" The villain said. "I really hope my dearest friend Batman is watching as well as that webhead wonder, Spider-Man...and those two new brats, Ladybug and Chat Noir! This one is for all of YOU!"

The Joker burst out into laughter as Bruce and Alfred stole a weary glance at each other while Peter, Marinette, and Adrien all looked particularly nervous. The TV then showed a view of one of the streets of Gotham, where many of the Jokerz gangs, all wearing festive wear, were cheering as a large tank with a Santa in a chimney rolled in before shooting the Santa into the sky, revealing it to be a firework that exploded into an effigy of Joker's laughing face.

"Live from Gotham City, New York! The show that NOBODY wants to see, but EVERYONE will watch!" Joker announced. "Yes, it's CHRISTMAS WITH THE JOKER!"

"Ugh, tacky..." Chloe gagged.

It then cut back to the room the Christmas Special was taking place in as Joker was pulled along on a sleigh carried by automated reindeer as he jumped out while announcing himself.

"And now, let's welcome our host, the Clown Prince of Crime, The Joker!"

"This outta be good." Alix sarcastically quipped.

Bruce, Peter, Marinette, and Adrien looked at each other before nodding as they turned to Alfred, who realized what they were thinking and gave an understanding look.

"We have to make sure the authorities are alerted!"

"We'll stay put here," Nathalie said. "We might learn something from whatever that maniac is showing."

The four then headed off while everyone else continued to watch the Joker's special.

"Greetings from Gotham City! And welcome to the first annual "Christmas with the Joker"!" Joker said as he played an audio cheer track. "Oh, thank you, thank you, thank you, very much! Have I got a show for you tonight! It's loaded with surprises and mystery guests and Christmas JEER!"

Bruce and Peter quickly put back on their costumes while Marinette and Adrien activated their Miraculous.

"Okay, Batman, I'll admit it: You were sure right about the Joker." Spider-Man muttered. "Any leads?"

"I've accessed Gotham's Electrical Main Frame, and I'm zeroing in on the power surges to pinpoint the location of Joker's broadcast signal," Batman said as he looked at his wrist computer before finding a red blip mark. "There! That's where it's coming from!"

Ladybug frowned. "This seems way too easy."

"It's never easy with the Joker," Batman warned, breathing in to calm himself as he recalled his last encounter with the Clown Prince of Crime:

A year ago; the Joker had started out by announcing his intent to kill certain figures and despite only being in the room with one, he always delivered, thanks to a horrid, horrid creation of his. And those killings got some of the more downtrodden and depraved to side with him and cause chaos….not that the Joker cared beyond free muscle.

It had been a week of increased chaos in the streets and the destruction of three buildings and several other murders before Batman had FINALLY captured the arch-criminal after a very close and tough battle. And all Joker had done was smile and cackle, even after he'd been caught.

"I really don't you and Adrien getting involved in this, Marinette. Peter, I'm sure, can handle this..."

"Hey, we're a team!" Chat Noir argued. "We're doing this together or not at all!"

Spider-Man nodded. "Well said, Chat. Come on...let's go save Christmas!"

"Oh, Batman!? I hope you're watching, cuz I have a very special surprise for you..." Joker smirked as he spoke into the camera. "Rumor has it, Christmas is a time to share with family."

Joker pressed a remote control and a cheer track was played toward his cardboard audience before he put on a sad face.

"And since I don't have a family of my own..." He said, playing a sympathetic 'Awww' track. "...I decided to STEAL one!"

The Clown Prince of Crime then pulled back a curtain to reveal something that shocked everyone watching at the Agreste Manor; Commissioner Gordon, Detective Harvey Bullock, and Vicki Vale all tied up in Christmas wrapping and gagged with candy canes.

"And here they are: The Awful Lawful Family!" He announced. "Aren't they just the cutest family you've ever seen?"

"He kidnapped the Commissioner?!" Chat Noir gawked as Batman was showing this on the on-board computer of the Batmobile.

"It's never easy with the Joker..." The Dark Knight scowled.

"Meet Daddy Lawful, Mommy Lawful, and Big Brother Lawful!" Joker introduced the three. "I'll bet Batman wishes he had a family just like mine. Personally, I think relatives are a bore, so Batman can have them...if he can find them by midnight!"

A gasp track was heard, which was replicated in real life by the occupants at the Agreste Manor.

"Otherwise..." Joker made a slit-throat gesture before bursting into peels of sadistic laughter.

"He's insane!" Ladybug commented.

Batman frowned, recalling a memory from when he first started his career. Back then, he was more angry, more vengeance-driven, the death of his parents still ripe in his mind. It was only thanks to the love and support of Alfred, Leslie Thompkins, Peter, Aunt May, and Marinette that he was able to pull himself out of that darkness.

But maybe it had already been too late…

[Three Years Ago...]

"Please, no! Stay away! It's a set-up!" A man in a red cylinder dome helmet and a snazzy tuxedo and red cape begged as he backed away. "I'm not a crook, I swear!"

The memory then flashed to show the man slipping on his own cape as he tried to unmask himself, plummeting and screaming into a vat of burning green chemicals, seemingly dying right then and there...a Joker playing card surfacing from the noxious liquid...

[Present Day]

Batman was snapped out of his memories when it showed an elf hand puppet with clown face paint on it being held up to the screen.

Hi! I'm Laffy. Joker's helper little elf. I'm here to present Batman with a very special Christmas surprise!"

"Uh-Oh, here it comes..." Chat Noir groaned.

"Jee Joker, it's so nice of you to get Batsy, Spidey, and the bug and the kitty cat a present." 'Laffy' said to Joker.

"Ho ho! I'm just that kind of guy." Joker said as he walked over to a model replica of all of New York, complete with Gotham, Paris, and all the other districts.

"It's an exact replica of New York City!" 'Laffy' said.

Joker grinned. "It has everything, even trains and bridges."

"Bridges? I just love blowing up bridges!" 'Laffy' cheered.

"Well, in that case, let's go live to Donner & Blitzen at the president's bridge," Joker said as he turned on a nearby TV to show two of his goons setting explosives. "Greetings Donner; how about singing us a merry tune while you blow up the bridge?"

"Sure thing, Boss!" 'Donner' smirked as he and 'Blitzen' made their way to a safe distance while singing "Jingle Bells" before triggering the explosives, which destroyed the bridge in a mighty explosion.

"That was great!" 'Laffy' cheered.

Joker smirked. "The fun has just begun...the 11:30 train will be along any minute!"

"We've gotta stop that train!" Ladybug cried.

"I think Peter has got it!" Batman said.

Spider-Man, who was web-slinging up above, knew exactly where the train would be and made a quick detour. He soon found the train speeding toward the destroyed bridge and knew he needed to stop it somehow.

Back at Joker's location, Vicki began struggling in her binds, muffling panicked words as Joker took notice.

"Oh look Laffy, Mommy Lawful has something to say."

"What's up, mommy?" 'Laffy' asked as Joker ungagged her.

"My mother's on that train!"

Joker gasped. "Your mother?! Well, that's different then!"

"Yeah! It'll be more exciting when it crashes!" 'Laffy' laughed.

Quickly swinging to where the train was, Spider-Man dove down and uncoupled the passenger cars with his strength before yanking the emergency brake. Knowing that the front car with the engineer was still in danger, the Wall Crawler web-launched himself after it before crawling inside.

"Anyone order a Spider Express Delivery?"

Grabbing the engineer, Spider-Man jumped out and swung to safety, landing gently in the snow as he turned to see the now empty train fall off the bridge and crash. After making sure the engineer was okay and had a safe way back to the city, Spidey web-swung back to rejoin his friends.

Meanwhile, Joker frowned as he saw Spider-Man thwart his train crash. He would have enjoyed it a bit better if Batman was there but apparently, his nemesis couldn't be bothered to stop it himself.

"Bah! Humbug! I hate Spider-Man!" 'Laffy' said.

"Then let's get rid of him!" Joker smirked as he took out a gun and shot a Spider-Man doll wearing a Santa hat off a stool.

As Spider-Man was web-swinging back to the city, he got a message from Batman.

"We've isolated the signal from Joker's broadcast. It's coming from the Observatory!"

"I'm on my way! Don't start unwrapping Joker's presents without me!"

Back with Batman, Ladybug, and Chat Noir, they had arrived at the observatory to see the radar antenna...and a giant Christmas present.

"What's that?" Ladybug asked.

Suddenly, a Joker Jack-in-the-box shot out, startling Ladybug as she jumped into Chat Noir's arms...the two paused to realize what they were doing before blushing shyly.

"Merry Christmas, one and all! I'm so glad you and the new kids could join us, Batman!"

Batman glared. "What's your game, Joker?"

"Oh, just a little holiday entertainment, Batman! I'm sure all the folks at home will enjoy sharing this special occasion." Joker said before turning to the cameras. "Ladies and Gentlemen! Boys and Girls! Live, from the top of Mount Gotham. The death of Batman!"

Suddenly, the three heroes noticed a cannon in the observatory being aimed at them as it opened fire, quickly running out of the way just as Spider-Man came in.

"Sheesh, way to start the party without inviting me, Joker!"

"There's only one way we can stop this!" Chat Noir said.

Taking out his baton, the Black Cat Hero quickly pole-vaulted up to the cannon and then activated his Miraculous Power.

"CATACLYSM!"

Charging destructive energy in his claws, Adrien jumped down the cannon and dragged his claws across it, causing it to split apart and explode as he gracefully dove and landed on his feet, flashing a peace sign.

"How's that for a Christmas Surprise, Joker?!"

Back at the Agreste Manor, Marinette and Adrien's classmates all cheered. Meanwhile, with the Joker, he was less than thrilled.

"Way to spoil the fun, Kitty Cat! Guess it's true what they say about 'Bad Luck'!"

"Well, that was a fun little distraction, but I don't think Joker is here." Batman said, having checked the observatory.

"So he was just stringing us along!" Ladybug cursed. "What are we going to do? It's almost midnight!"

Suddenly, Joker showed up back on the screen as the heroes returned to the Batmobile.

"You see, it's a tradition in my house to open ONE present each on Christmas Eve." The Clown Prince of Crime explained before taking out a present. "Let's do this one!"

He then tore off the wrapping and pulled out a doll that resembled Betty Boop, gasping in delight as he hugged it.

"It's a Betty Blooper Doll! Oh, I remember the one Mom gave me when I was a child!" He then put it on the model replica of New York and wound it up. "You just wind them up...and they wreak havoc!"

"I remember Mom had one of those!" Chat Noir noted.

"They don't make dolls like that anymore. Not since the Laffco Toy Factory went out of business, 14 years ago." Batman said before searching the location. "3rd and Main, Downtown Gotham!"

"Let's roll!" Ladybug said.

"I hope my baton skills are up to snuff." Chat Noir said, knowing he had used up his Miraculous Power already stopping the cannon.

Arriving at the old, abandoned toy factory, the Batmobile drove inside before Batman, Ladybug, and Chat Noir disembarked, Spider-Man quickly swinging in to join them.

"Alright, now where is that grinning goof?"

Unbeknownst to the four heroes, Joker was nearby, grinning as he watched from the walkway before running into a nearby office room and playing a recording of 'The Nutcracker Suit', giggling wickedly all the while.

Hearing the music play on the speakers, the heroes got on guard before seeing giant nutcrackers with Joker facepaint coming to life before them.

"Where does he get the money for these kinds of toys?!" Chat Noir gawked.

Batman sprung into action, scaling up one of the Nutcracker Mechs' rifle spears as he grabbed onto their nose and swung around, yanking the head clean off. The other two marched toward him, but Ladybug readied her yo-yo and used it to swing and kick them down.

"Heads up!" Spider-Man warned, his Spider-Sense blaring.

Suddenly, toy helicopters piloted by Joker dolls flew in. Seeing a nearby bat in a toy bin, Batman picked it up and stepped forward, smacking them away as the music picked up its pace.

"They don't call you BAT-man for nothing!" Spider-Man quipped.

"Look out!" Ladybug cried as Joker's henchmen came in, armed with machine guns. "LUCKY CHARM!"

Throwing her yo-yo in the air, Ladybug created a giant teddy bear wearing a ladybug suit that fell down on the thugs before they could react, pinning them to the ground and dropping their guns.

"Nice work." Batman praised. "Keep your eyes open for the Joker."

"I'll save you the trouble, Batsy!"

Suddenly, a curtain behind the four heroes opened up to reveal Joker with a Christmas present in hand...and standing next to a vat of acid that he was holding Gordon, Vicki, and Bullock over.

"Whoa...so that's what he looks like up close..." Chat Noir muttered. "...I was expecting someone taller."

"Well, you're not exactly as intimidating as Batsy, kitty. And really, Bats? Our first anniversary and we have to share it?" Joker said before chuckling. "Then again, it IS the season of giving, so…I'll forgive you. Anyways, enough chit-chat; Come and get your Christmas present, or the kiddies get it."

"Let them go, Joker. It's me you want!" Batman said.

"Merry Christmas, Batman!" Joker smirked as he tossed the present to his nemesis. "Well, come on...open it!"

"Don't do it, Batman!" Ladybug cried.

"Easy, guys." Batman said, carefully opening the present...

SPLAT!

And a Boston Cream Pie was splattered on his face, Joker cackling wildly all the way. Spider-Man, Ladybug, and Chat Noir felt immense relief but also couldn't help but be slightly disappointed as well.

"…This guy really IS nuts." Ladybug noted.

To Batman's credit, he calmly wiped the cream off his face before getting into a fighting stance, his friends joining by his side.

"Alright, Joker...it's BOXING DAY!" Chat Noir announced.

"Is it?" Joker asked, taking on a confused tone and backing away. "Well, before all that, lemme ask you rookies:…You ever danced with the devil in the pale moonlight?"

Batman scowled, recalling when he and Joker first met and the Clown Prince of Crime had used those very same words to taunt him.

"I only ask…cause Mommy, Daddy, and Big Brother are about to!"

And with that, the madman pulled a lever, sending his hostages plummeting towards the acid only for Spider-Man to web-zip over and catch them, bringing them to safety. Seeing he was outnumbered, Joker made a run for it, Batman grabbing his jacket, which he quickly dropped.

"Run, run as fast as you can, you'll not catch me, I'm the Jokerman!"

However, in his arrogance, the Joker didn't see a rollerskate had been left for him to slip on, nearly falling into his own vat of acid...had Ladybug not caught him by the ankle with her yo-yo.

"Well, Merry Christmas to you too, Joker!" The young rookie hero smirked playfully.

Joker, for his part, just pouted, unhappy that he couldn't at least be captured by Batman.

"BAH, HUMBUG!"

Returning to the Agreste Manor with renewed energy and grace, the four heroes joined everyone in a marathon of Christmas Movies together after a brief announcement from Commissioner Gordon to assure everyone that he, Vicky, and Bullock were safe.

Gordon's young daughter Barbra even snuck onto the announcement to thank the heroes for saving her daddy, which warmed everyone's hearts.

Everyone was sitting and eating contentedly as Home Alone started playing. Adrien and Marinette had briefly left to refill their mothers' drinks, missing a maid sneak something.

"Say, dude?" Nino mused, pointing upwards when he spied something. "Isn't that mistletoe?"

The blonde boy looked up and tensed with a blush he shared with the girl closest to him: Marinette herself. Many cooed at the sight, with even Chole urging the two to act on what was expected.

Adrien tried to find the right words; to tell Marinette she didn't have to do this; that this was the one tradition that didn't have to be….He lost his words and thoughts when, to the shock of all, the baker's daughter kissed him.

"Merry Christmas, Adrien." Marinette smiled sweetly, delighting in the wide, dazed, and sparkling eyes of her partner and crush, trying to hide her blush and turn away, only to be grabbed and feel a kiss on her lips.

"Merry Christmas, Marinette," Adrien returned in kind, his eyes sparkling in adoration that melted and warmed his beloved's heart. The two then embraced and enjoyed each other's company, paying their onlookers no attention.

Bruce, while delighted for his surrogate siblings, had followed and caught the maid….

"…Selina." He smiled.

"Bruce." The love of his complicated life beamed, then pointed upwards to see a familiar face holding up another piece of mistletoe. "I think you know what to do, right?"

Bruce did indeed know what to do; give the amazing, vexing girl he loved a kiss, which she returned, sneaking in a thumbs up to who was holding up the mistletoe.

"…Oops." Alfred feigned delighting in his charge and Selina sharing a kiss as he moved the mistletoe, which he then sneakily placed over Peter and Mary Jane's heads.

"Alfred…!" Peter growled, only to find MJ pecking his lips, a smirk on her face.

"Face it, Tiger... You just hit the jackpot."

Meanwhile, the Joker was back in his cell in Arkham Asylum, being given a Christmas present of his own from Batman, Spider-Man, Ladybug, and Chat Noir...and it was the Spider-Man doll he shot on set.

Unable to contain his mirth, the Clown Prince of Crime burst into song to ring in the holidays.

"Don we now our gay apparel!" He sang. "Fa-la-la, la-la-la, la-la-la-HAHAHAHAHAHAHAHAHAHAHA!"

Chapter Text

"Ah, the big city. If only everything down there was as peaceful as everything looks from up here."

Spider-Man, Batman, Ladybug, and Chat Noir were hanging by the rooftops. It was a busy day of stopping crime but all in all, things seemed to be on the down-low.

"I've been getting offers from other fashion companies since the hat design contest." Ladybug mused, sorting through a slew of new email offers. Chat read some over her shoulder, frowning and even hissing at some of the names he saw.

"Should we be worried about him?" Spidey asked.

"No worries, I got the spray," Batman said, spritzing the Black Cat Hero with some water. "Calm down."

"Okay, is there anything you DON'T have in that belt?" Chat asked. "And how the heck do you even keep track of it all?"

"Practice."

"Oh, don't worry kitty." Ladybug cooed, patting Chat's cheek and making him smile. "I'm sticking with Agreste Threads for now. How was your birthday party? I only caught the second half."

Chat Noir smiled, recalling how Nino had begged Gabriel and Emile to let him throw Adrien a birthday party. Gabriel had been wary but ended up having a great time…and NO supervillain or paparazzi ruined it!

"Your scarf was the best gift of all."

"Awww. Kitty…"

"JUST DATE ALREADY!" Spider-Man teased the two, who blushed and looked away.

"We will…when you and MJ do," Marinette smirked, making the webhead tense, grumble, and blush under his mask. Batman patted him on the shoulder, a knowing smile on his face.

"How's Selina?" Spidey inquired, disappointed when all Bruce did was chuckle.

The four then returned to observing the city they loved and protected; grateful for this lull.

Unknown to our heroes, something was happening down below...

"Yeah, hold it right there."

Underground in the sewer system, a powerline had gone out and the repair crew had been sent to fix it.

"You're gonna love working down here. It's cool in the Summer and warm in the Winter. And best of all, no office politics."

"Sounds better than my last job. I was in the television business."

"TV, really? My old TV gets these double images, know what I mean?"

"No, I was a TV Executive."

"Ooooh! Yeah, you're better off working down here."

However, as the two workers were chatting, a large shadow loomed over them, red reptilian eyes glowing brightly before one of the workers gasped, causing his colleague to notice as well.

"HOLY-!"

The two quickly climbed out of the sewers and rushed for their trick, only for a sewer grate to burst open as a green-scaled claw grabbed one of them. The other worker tried to save his buddy but wasn't strong enough as he watched helplessly as he was pulled down.

"Help! Someone!" The remaining worker cried helplessly as he got in his truck and drove off. "The eyes...!"

The red glaring eyes of the monster that had attacked began flashing in his head, almost as if he was being hypnotized. Needless to say, he was driving out of control in his panic, catching the attention of our four heroes.

"Seems like someone isn't obeying traffic laws," Batman noted.

"Drunk driver?" Spider-Man suggested. "Or perhaps another satisfied graduate of the NYC Cab Driving Academy."

Ladybug snorted. "Very clever."

Batman typed some coordinates into his wrist computer before leaping off the roof and gliding after the truck, doing a dive before gliding again to gain extra speed while Spider-Man and Ladybug swung on their webs and yo-yo respectively, Chat Noir following on the rooftops with his cat-like speed and agility.

Batman managed to land on the truck as Spider-Man climbed into the passenger seat of the truck.

"Hit the brakes, pal!"

Batman pulled out a bat-shaped device and slammed it on the truck before jumping off. This caused an EMP to go off, causing the truck to stop, and allowing Ladybug to swing in.

"LUCKY CHARM!"

Spider-Man pulled the worker out of the truck as Ladybug created a ladybug-colored brick wall, which the truck crashed into and stopped dead in its tracks. Chat Noir then jumped down after making sure people had been moved to safety from the out-of-control vehicle.

"The red eyes...the red eyes..." The worker mumbled fearfully. "They got Johnny...!"

"Red eyes, huh?" Spider-Man asked as he set the worker down gently. "And did they belong to Pink Elephants on Parade?"

"N-No, Mr. Spider-Man, i-it was real, I swear!"

"I think he might be telling the truth," Batman said. "That level of fear can't be made up."

"You're an electrical engineer, right? Working a sewer job?" Ladybug asked as the worker nodded numbly. "Are we getting monsters in the sewers now?"

"Doubtful. That Killer Croc guy is still in Arkham Asylum, isn't he?" Chat Noir asked.

Batman nodded. "Yes...so we don't have any leads on what this new creature is."

Later that day, Peter and Alya rode an elevator to the top floor of the Daily Bugle.

"I can't believe you waited this long to tell me you worked here!" Alya pouted for the umpteenth time. "AND that you won the Spider-Man photo contest!"

"Sorry, Alya." Peter winced. "Life's been busy. But hey, you're here now, right?"

Alya relented at that as they reached their destination.

"Hey there Betty. Gloria." Peter waved to the two women at the reception desk; Betty a cute brunette who was moving the boss' appointments around and Gloria a lovely African-American girl who spied Alya.

"You must be Alya. Welcome aboard." Gloria said as she left her desk and shook Alya's hand, stretching her legs as she did so. "Gotta say I'm almost jealous; Betty and mine's legs are going to jelly while you'll be running around."

Alya chuckled. "I have a few kid sibs, so I think I'll adjust."

"She IS a highly in-demand babysitter," Peter said as a tall, African American man entered the room. "Afternoon, Mr. Robertson."

Robbie Robertson. The co-editor of the Daily Bugle and one of Spider-Man and Batman's most vocal defenders, which instantly earned him Peter's loyalty. He gave Peter a smile and nod before handing Gloria some files and shaking Alya's hand.

"Did he call back yet?"

"He should be here any…." Betty noted, she smiled as the elevator opened. "Ah, here he is!"

In strode a tall, well-built man with dark black hair and a grizzled beard. Despite this, he oozed a friendly demeanor and gave Robbie, Betty, and Gloria a nod as he went to his office, only to pause when he saw Peter with someone knew.

"Hey there, Pete." The man beamed, messing with Peter's hair. "School okay?"

"Just fine, Eddie." Peter smiled.

"Good, no more Mr. Brock." Eddie smiled. "I like that. And…is this the new intern? Alya, right?"

"You're Eddie Brock!" Alya smiled, fighting the urge to fangirl. Eddie took it in good stride

"I take it you've watched a few of my stories?"

"A few? Mr. Brock, if Vicky Vale is a superheroine of reporters…"

"She is not." Peter and Eddie grumbled together under their breaths.

"…Then you're like…like…Tintin! And I mean that in the bringing down corruption and getting the truth sense, not the globetrotting sense."

Eddie chuckled. "That's a new one and I'll gladly take it. I've seen some of your work too; nice work on the vlog.

"Hey Peter, you've gotten good shots of Spider-Man before, right?" Robbie called in suddenly. "Let's see what you can get on the Lizard."

"The who?" Peter and Alya asked.

"The Lizard!"

The familiar gruff voice belonged to none other than J. Jonah Jameson, CEO and founder of the Daily Bugle as well as Spider-Man's #1 critic. He didn't give much on Batman since it seemed he had a close relationship with the police, leading Jameson to believe Batman was some kind of personal private investigator they had on hand.

"If you ever get here on time, you'd figure out what was going on," Jameson told Peter.

"Hey, he's gotta juggle schoolwork and helping his aunt. Cut him some slack, okay?" Alya huffed, fists on her hips.

"Ah, right, you're the new intern." Jameson addressed the teen. "This kind of job is more Parker's speed if anything. Can't exactly have you do it on your first day, now."

"I dunno, my Ladyblog is pretty big on the exploits of Ladybug and Chat Noir," Alya smirked. "I think I can handle it. So what's the news?"

"There's been reports of a giant lizard roaming around in the subway sewer system," Robbie explained. "And it's not like that Killer Croc guy from a few months back either."

"The red eyes..." Peter privately noted to himself. "So that freaked-out engineer from yesterday wasn't just spouting hooey!"

"Hey, JJ, I got the name of someone who worked with reptiles who might help us," Brock said as he came in with some papers that he handed to Jameson.

"Dr. Curt Connors, huh?"

"Dr. Connors?" Peter and Alya both exclaimed in surprise.

"You kids know him?" Robbie asked.

"He's the science teacher for the college age group at College Francoise Dupont," Alya explained. "Peter and Bruce attend his class. He's a genius! Sure, Miss Mendeleiev is good too, but Connors is on a whole other level!"

"He was also a very close friend of my father before he died." Peter smiled, thinking back to his younger years. "He's an expert in reptile mutagenics and recombinant DNA analysis."

"Wonder how he's been holding up since the Electro incident..." Alya frowned, recalling the tragic fate of Max Dillon a few months back.

"Well, since you kids already know him, he'll be your first assignment," Jameson said. "And make sure to get some pictures of Spider-Man on the side."

Alya rolled her eyes. "Sure, Mr. Jameson, we'll get pictures of Spider-Man stealing candy from babies and pushing old ladies down for you."

"Don't go getting snippy with me, young lady! Remember you're only an intern here!" Jameson demanded as he stormed back to his office….only to retrace his steps. "But if you do happen to…"

"Boss, I have your wife on speed dial." Robbie reminded him.

"Are you sure we can't trust Alya with our secret identities?" Ladybug asked as she and Batman explored the subway sewer system where the engineer's friend had been reportedly taken.

"We don't know if she won't just blab to the Ladyblog, Marinette. Besides, we need to get some pictures for Peter to send to Dr. Connors for analysis."

Ladybug nodded. "Sometimes it pays to be a team."

Batman soon saw a large reptile footprint left behind and tapped his cowl to use Detective Vision to scan it.

"Intriguing...this doesn't match any known reptile in the animal kingdom."

"Really? What kind of lizard are we even dealing with?" Ladybug asked in surprise.

"Not a normal one, that's for sure. I'll send the evidence to Peter right away."

Peter and Alya were heading to Dr. Connor's laboratory to talk with him about the footprint evidence they had been given by Bruce.

"Huh...if I didn't know any better, I'd say this footprint belongs to a lizard that walks on two legs!" Alya noted as she studied the footprint closer.

"Either that or a very fat Squamata." Peter joked.

Alya rolled her eyes. "Hey, I pay attention in biology class, you know!"

Suddenly, the two heard crashing sounds as Peter quickly pulled Alya close, not wanting her to wander off and potentially stumble into danger.

"What's going on?"

Peter simply shushed her as they slowly snuck toward the source of the noise. Peter looked worried as he felt his Spider-Sense tingling while Alya got her phone ready in case a picture needed to be taken.

They traced the noise to Dr. Connor's administrative office. Everything was pitch-black inside and Alya turned on the flashlight on her phone to better look around, soon seeing a large shape hunched over, seemingly in pain.

"Hello? Dr. Connors?"

"Stay...stay away...!"

The voice sounded deep with a hissing pitch yet Peter and Alya could distinctly make out Dr. Connor's voice.

"Dr. Connors? Dr. Connors!" Peter worriedly called out to his mentor as he and Alya stepped in.

"Peter...? No...don't come any closer...!"

The large figure suddenly got up and rushed for the open window, jumping out while carrying something on its back. Peter turned on the lights but saw they were broken yet he and Alya could see the room was a mess.

"What the heck happened?" Alya asked.

Peter then noticed a video camera lying prone on the ground. The lens was broken but whatever footage was on it may yet provide a clue as to what was going on.

After sending Alya home for the evening, Peter regrouped with Bruce. Marinette and Adrien had gone to hang out with Alya and listen to what she had to say while the two veteran heroes worked on what they had found.

"The footage on this camera is recoverable," Bruce said as he made sure to take it apart and hook up what he could to the Batcomputer. "Let's see what comes up."

The footage showed Dr. Connors sitting at his desk, writing down some notes with a syringe by his side.

"My name is Dr. Curtis Connors. I pray that this will be a breakthrough for all humanity." The man said. "Thanks to my studies in reptile neogenic pathogens and recombinant DNA analysis, I have concocted a serum that should be able to provide a reptile's ability to regenerate lost limbs in a mammal."

"I remember this!" Peter realized. "Dr. Connors was showing me the fruits of his research on a mouse with only three limbs. I helped with the neogenic recombination process."

"While tests on smaller mammals like mice have proven successful, I am somewhat worried about the effects it might have on humans." Dr. Connors continued. "So...what better guinea pig than myself, the creator of this concoction."

"Dr. Connors always wanted to help people." Peter smiled softly. "To help heal people who had been in accidents or who lost limbs during wars."

Bruce nodded. "He did good work. But it's true he also wished to find a way to heal himself, so that he could hold his child in both hands and properly embrace his wife."

"If this test is a failure and...the unthinkable happens..." Dr. Connors sadly said as he showed a note. "Please make sure my wife and son get this letter..."

Peter and Bruce watched as the footage showed Dr. Connors injecting himself with the serum in the area of his missing arm. He then hunched over in pain, coughing as his arm stump began bulging and twitching. He then let out a loud gasp before collapsing.

"Oh no..." Peter gasped, fearing the worst.

Suddenly, the sounds of a body shifting, bones realigning, and muscles morphing were heard before a giant clawed scaley hand reached out and slammed on the table, breaking it as Dr. Connors got up, scales growing on his body as his eyes became red with slit pupils, his teeth sharpening and him now screaming in agony as he smacked the camera, causing everything to go to static.

"My god..." Bruce whispered.

"Connors...is the LIZARD!" Peter finished.

"Wait, so Dr. Connors turned himself into a giant lizard?!" Alya asked after Peter and Bruce told her, Marinette, and Adrien after school the next day.

"He was trying to work on a formula that could help humans regrow lost limbs like reptiles could," Bruce said. "But it seems the process was too unstable for humans."

"This is big! We gotta tell the Daily Bugle!" Alya said.

"No, Alya!" Marinette said. "Do you realize what this means?! They'll hunt him down like some animal!"

Alya winced, realizing her best friend had a point.

"So what can we do?" Adrien asked.

"First we'll have to find him before he hurts himself," Peter said worriedly. "Or anyone else, for that matter."

"But Jameson wanted us to get pictures of the Lizard." Alya pointed out. "How should we go about this?"

"I think some super friends of ours might be able to help..." Adrien said, giving a wink to Marinette, Peter, and Bruce.

"Thank you for your time." Eddie Brock said as he left the Connors' house. "Again, I am so sorry to intrude."

"As long as people know Curt didn't mean any harm." Margaret Connors said.

"Well, no need to worry," Eddie assured her. "This story is one that is NOT getting out."

As he turned to leave, he spied the four heroes coming his way.

"Mr. Brock, what're you?" Batman began, only to see Eddie lift up his recorder and show them all as he deleted what Mrs. Connors had told him.

"I take it you heard?" Chat guessed.

"Yeah, got the gist from Mrs. Connors," Eddie explained. "Apparently, her husband did something to himself. Was supposed to heal folks who lost limbs but…he went and got himself in trouble"

"Yeah, big trouble." Spider-Man frowned before feeling his Spider-Sense tingle. "And I think it just found us!"

Brock was the one to notice the danger first as he cried out in alarm. Everyone spun around to see the Lizard himself looming over them, hissing as he moved to strike, only for Chat Noir to hit him in the throat with his baton.

"Back off, Notzilla!"

The Lizard snarled before spinning around and smacking the Black Cat Hero with his tail, sending him into some nearby bushes. Meanwhile, Alya was waiting for the right moment to get a photo of Ladybug and the other heroes in action.

"Okay...just remember what they told you..."

"Brock! Get out of here!" Batman ordered as he dodged the Lizard's claws.

"Don't have to tell me twice!" The journalist grunted as he made a break for it. "Oh, why did I ever get into this line of work?!"

Batarangs were thrown but dodged and staffs were crushed in the monster's teeth as the heroes tried to calm him down. Spider-Man managed to leap onto the creature's back and tried to web his jaw shut, only to be swatted away.

"Word of advice?" The web-head managed. "Tail attack? EXTREMELY painful!"

"I think I've got this!" Ladybug called out, spinning her yo-yo and calling out. "LUCKY CHAR…!"

That was as far as she got, as the Lizard leaped onto her and roared, lowering his teeth close to the heroine's face, only for his jaws to be wrapped up by the yo-yo

"Four words: Breath. Mint. Get. One!" Ladybug grimaced, smiling even as the Lizard broke free, only for a black blur to push him off and block his path to Ladybug.

"Maybe not my smartest move..." Chat Noir grimaced as he realized the Lizard was now focused on him, at least until Batman flipped him away.

"Why aren't you using Cataclysm?" Batman asked the younger dark hero as Spider-Man took another crack at the Lizard. "We could end this right here and…"

"I can't! I might KILL Dr. Connors!" Chat Noir snapped, memories of Clayface and Black Mask filling his head.

Before anything else could be done, a cry was heard:

"DADDY!"

The Lizard paused and turned to see his wife and son there, his sharp gaze softening weakly.

"B-Billy...?"

"Curt, please, this isn't you!" Margaret Connors begged.

"Margaret..."The Lizard hissed softly."I'm doing this...for all of us...!"

"All of us? What the heck are you talking about?"

"The Neogenic Recombinator I used to create my serum...that engineer I took...got weak..." The Lizard explained. "All these souls...lost and alone...I can save them, I can CURE them...!"

"So that's why he kidnapped that engineer!" Ladybug realized. "If you try going through with this plan, everyone will turn into giant lizards like you!"

"Yes...!" The Lizard affirmed. "Humanity will become better...stronger...!"

"But look at yourself, Doctor!" Batman said. "You can barely hold on to your humanity! If you keep going this route, you'll lose yourself!"

"No...! You're...twisting things...!" The Lizard growled.

"Your brain is what's getting twisted, Doc!" Spider-Man said as he jumped on Lizard from behind. "And it's time you needed to take your medicine!"

In the Wall-Crawler's hand was a serum Bruce had managed to concoct after visiting Dr. Connors' lab earlier. It was a "Gene-Cleanser" that could undo the mutations Dr. Connor had inflicted upon himself.

Struggling and growling, the Lizard tried to throw Spider-Man off, only for them to fall into the open manhole the former had come from. Everyone gasped as they looked to see them plunge into the dark abyss.

"HOLD ON!" Batman said as he jumped in, leaving Ladybug and Chat Noir to handle things with the Connors.

"I got some photos. Man, you guys kicked butt!" Alya said as she came over.

"Don't let Jameson know about who the Lizard is." Ladybug pleaded. "If things work out, we can just say the Lizard was taken out."

As Batman dove through the sewers, looking for Lizard and Spider-Man, he turned on his Detective Vision to get a better map of the area, soon finding a life sign nearby and making his way over.

"Save me...!"

Batman saw the engineer that Lizard had kidnapped a few days ago and busted him up, helping him to his feet.

"He needed my help...some kind of device...couldn't do it himself..." The man weakly said. "But...I got weak...no food, no sleep..."

"Don't worry, I'm getting you to a hospital." The Dark Knight said as he moved back to the entrance before looking behind himself. "It's all on you, Peter..."

"Hey! Wall-Crawling is MY schtick!" Spider-Man snapped as he and his foe battled amidst the sewers, the Lizard currently using the walls for trajectory leaps. "You start spinning a web and I'll sue!"

Despite the jokes, Spider-Man was scared out of his mind. Right now he was fighting a monster who not too long ago was like a father figure to him, a man who helped him realize he could use science to help people.

The Lizard roared as he pounced on Spider-Man, the two struggling as the beast's jaws were close to snapping the webhead's face off.

"His mind's all reptile now!" Spidey realized, barely dodging a tail swing as he realized he had only one shot of webbing left. He steeled his resolve, and waited for the lizard to pounce…

And then leaped out of the way at the literal last second; his mask being slashed by claws as he emptied his webs to ensnare the Lizard and pin him down.

"Alright, Doc! TIME TO TAKE YOUR MEDICINE!"

Taking the vial containing the Gene-Cleanser, Spider-Man shoved the whole thing into the Lizard's gaping maw and poured the entire contents down his throat. The beast screamed in pain as the serum took effect, his body regressing back into that of Dr. Connors, his arm falling off and withering away instantly as he collapsed in a heap.

"Dr. Connors!" Spider-Man gasped as he helped the good doctor up. "Don't worry, Doc...everything will be okay."

As they web swung away, the young hero missed the relieved smile and thanks on Curt's face.

Thanks to the Lizard photos, Alya managed to get the job at the Daily Bugle, with Peter being assigned as her mentor and aid until she got used to the swing of things. The Lizard was soon forgotten, brushed off as a gas-induced hallucination or a movie plug, maybe just another mutant and nothing more.

That last one had led to JJJ making a heartfelt announcement/request that if the Lizard was still in New York, he made his way to the Xavier Institute for aid; claiming Charles Xavier was a good man who'd help him.

"He has his moments of kindness."

Alya tensed as she and Mairnette, currently hanging out, spied Spider-Man, Batman, and Chat Noir outside her window. Before she could say anything, Marinette let them in and tapped on her earnings, from which Tikki awoke.

"Oh? Oh!" The Kwami noted as she awoke with a smirk, Marinette called out:

"TIKKI, SPOTS ON!"

And soon, Alya was living the dream of many a youth; having four superheroes in her room, one of which was her best friend…and as the masks came off…

"YOU GUYS ARE SPIDER-MAN, BATMAN, LADYBUG, AND CHAT NOIR?!" Alya gawked before pausing. "Actually...that makes way too much sense."

"…How, exactly?" Adrien asked. But before Alya could answer, the unmasked Batman walked up to her.

"You cannot tell ANYONE about this unless that is someone who can absolutely be trusted," Bruce said warningly.

Alya nodded. "Does Nino count?"

Adrien shrugged. "Why not? I can trust him."

"More importantly, don't let Ol' JJJ learn about my identity," Peter said.

"Don't worry, Petey. These lips are sealed!" Alya nodded, making a zipping motion over her mouth for emphasis.

"Well...it'd help to have a girl in the chair for us." Marinette giggled awkwardly. "Of course, Alfred already fills that role, kinda..."

The five friends decided to unwind after the whole experience at the local cafe, Alya looking forward to what crazy new adventures awaited now that she was part of the fold...

Chapter Text

*Two Years Ago...*

At the video game company known as Competitron, a man with reddish-brown hair and a purple bow tie was doing a crossword puzzle in today's newspaper, easily solving everything. He smugly tossed it onto a nearby desk before heading to his office...only to find it locked.

"What's going on here?" He pondered as he saw that his nameplate wasn't on the door. "Where's my office? My door was right here."

"'Was' is right, Mr. Nygma." A janitor said, revealing the nameplate had been removed.

The man, Edward Nashton Nygma, furrowed his brow in anger and confusion.

"What's the meaning of this?"

"What does it look like, Eddie?" A smug voice came up as Nygma turned to see the head of Competitron, Daniel Mockridge. "You're fired, your history, out the door."

Nygma scowled. "Have you lost what little passes for your mind? You can't afford to do without me, Mockridge!"

"I can if you're gonna sue me for royalties."

"I created The Riddle of the Minotaur game!" Nygma snapped. "This company is making millions from my genius!"

"Competitron software product didn't come from the product, Nygma. Competitron is a corporate attitude; its strength is in the board room, the deals, the contracts. Specifically, the work-for-hire contract you signed?"

Nygma read the contract before scowling in frustration when he saw no exploitable loophole in the contract. However, he would not leave without having the last word.

"You truly are a fool, Mockridge, to think you can get away with this! Your amoral greed is no match for an intellect like mine!"

"Oh yeah, then tell me something, Eddie; if you're so smart, why aren't you RICH?"

Nygma scowled but then chuckled as he turned to walk away. His brilliant mind was already forming the means to get his revenge, even if it would no doubt take time...

"Then let me offer this as a rebuttal; if you're so rich...WHY AREN'T YOU SMART?"

*Present Day*

There had been a change in the air at school: Chole, now fully recovered from her abduction at Pamela's hands, had begun to drop her spoiled, snooty behavior…to an extent.

Currently, Chloe was with Alya and Nino at the cafe after school. It had been a coincidence as Alya and Nino, who had always fancied each other, were giving dating a try and so far, things were going pretty well between them.

"So...I guess since we're sorta friends, you can forgive me for the times I was mean to you?" Chloe asked.

Alya shrugged. "Eh, Bruce and MJ are the cool big siblings we needed to get you to stop acting like an uppity brat. Still, keep that attitude in check and we're cool."

Chloe pouted. "Gee, thanks..."

Chloe and Marinette were still in agreement that they would never be friends but would tolerate each other for Adrien's sake. Chloe even, in a roundabout way, praised Marinette's fashion skills…with some nudging from Mary Jane.

Suddenly, the kids all heard an old man yell out in pain.

"AUGH! MY BACK!"

They all turned to see a certain elderly Chinese man in a Hawaiian shirt, toppled over in pain after dropping a large box. The trio gasped and rushed over to help him.

"Sir, are you okay?" Nino asked while helping the old man up.

"Thank you, young man. I'm just trying to get this package to the post office for a friend, but it's heavier than I thought."

"Hey, aren't you the old guy who's friends with Bruce?" Chloe asked. "You run that acupuncture teahouse clinic and antique shop, right? I think you gave me acupuncture therapy just last week."

"Yes, I am Wang Fuu."

"Let us help you," Alya said as she came up. "Here, let me try something first."

She walked over to Fuu, went behind him, took him by the shoulder, and forced his torso back until there was an audible crack coming from his back.

"AUGH AH! Oh! Oh! Hey, that is much better." Fuu sighed in relief. "Thank you, young lady. Even as a healer, I can't always heal myself."

Alya smiled. "You're welcome. That trick always works for my dad."

After a bit of talking, Nino agreed to carry the package to the post office for Fuu, which wasn't far away. When they got there, Chloe went to the front desk and paid for the addressing and shipping expenses.

"You didn't have to do that, Chloé," Fuu said.

Chloe smiled. "It's the least I could do, sir."

That response stunned Alya and Nino. Who was this girl, and what did she do to Chloe? They stared at her before being faced by Fuu.

"Thank you. All of you. You are all very kind and compassionate."

Nino gave a single nod."We do what we can, Mr. Fuu."

"Have a good day, sir," Alya said as the trio walked away.

"Quite the young heroes," Fuu smiled to himself as he watched them leave before pondering his own words. "Hmm, heroes..."

Later that day at the Wayne Industries building, Daniel Mockridge was making a buyout deal with Bruce to move Competitron to New York, the company having first started out in Oregon.

"So I've made sure that Competitron owns all rights to Riddle of the Minotaur, free and clear." He pitched to Bruce and Lucius Fox. "Considering all the licensing and merchandising, well heck, we just built a new attraction based on the game for Coney Island! And if we had to pay royalties and all that to the creator..."

Bruce rolled his eyes. He was good at reading people both as Batman and in his civilian identity, so he knew Mockridge was just doing this to make a big buck. However, he was only going through with the deal for something more important.

"You can stop pitching, Mockridge. I want this deal so I can move competition to the Gotham district." The young philanthropist said. "Out of all the districts in New York, it's the one most in need of new jobs."

Mockridge suddenly gasped when he looked up and saw the marquee of the nearby movie theatre suddenly showing words...addressed to HIM.

[MOCKRIDGE. A RIDDLE FOR YOU. WHY DO MULTI-MILLION DOLLAR DEALS BREAK DOWN IN THE WASTELAND?]

"W-What's he trying to..." The Competitron CEO whispered to himself.

"Mockridge? Are you okay?" Bruce asked, but he got no response, so he snapped his fingers. "Mockridge!"

Mockridge managed to regain his bearings before nervously adjusting his collar.

"Uh, w-we'll have to wrap this up later, guys. S-Something's come up."

As Mockridge left, Bruce and Lucius turned to see the message on the marquee as well, confused by what it meant.

"Well, whatever that meant, it sure rattled his cage."

Bruce rubbed his chin in deep thought. There was something inherently fishy about this that he needed to figure out.

"Why do multi-million dollar deals break down in the wasteland?"

Bruce had recited that riddle at least a dozen times as he was deep in thought at the Batcave. Peter and Adrien had come over to play video games and figured the Batcomputer was the perfect console to play on. As for Marinette, she was currently on an outing with Kagami and Sabrina, who had been getting her into anime lately.

"That riddle has to have some double meaning," Bruce said.

Alfred came down to serve refreshments to the boys as he saw Adrien and Peter goofing off on the Batcomputer with one of their video games.

"Master Adrien, Master Parker, that must be quite a computer game to be worth tying up a fifty-million-dollar computer."

"It's not just 'a game', Alfred. It's THE game!" Peter smirked. "Riddle of the Minotaur! It's really cool, look. Not only do you have to avoid all these traps, but you gotta solve all these riddles!"

"Yeah, it's like Prince of Persia mixed with Professor Layton!" Adrien added.

Alfred watched as Adrien's character fought off a Nemean Lion while Peter's character faced one of the many brain-teasers in the game.

"What is the shortest distance between a point in Nome, Alaska, and a point in Miami, Florida?" Peter read the riddle aloud. "A straight line, what else!"

"Begging your pardon, young sir, but might not the answer on a globe be a curved line?" Alfred asked.

As Peter input his answer, a giant hand came out of nowhere and scooped up his character, carrying him off.

"My word!" Alfred exclaimed.

"Oh, that's just the Hand of Fate. If you make a mistake, it pushes back your progress." Adrien explained before his character ended up dying. "No! The Wasteland!"

Bruce perked up. "Wasteland...doesn't Mockridge own a club downtown called 'The Wasteland'?"

Peter and Adrien paused their game to turn to Bruce as the gears turned in his head before he quickly hurried to get suited up.

"Adrien, call Marinette! Peter, suit up! I have a feeling Daniel Mockridge is walking straight into a trap!"

"Nygma? Nygma!?" Mockridge called out as he entered his club after hours.

Making his way into the office, he soon saw a shadowy figure sitting at the desk with its back turned to him. Despite the shadows concealing its features, he could recognize the voice as soon as it spoke.

"Decoded that message all by yourself, Mockridge? Or did you have help?"

"You're trespassing, Nygma, get out!" Mockridge snapped. "You can't kill this deal. I'm selling out to Wayne, and there's nothing you can do to stop me."

"Of course, there isn't. You don't understand. I have a proposition for you." Nygma said as he turned around to face Mockridge, still framed in shadows.

Mockridge perked up. "You've come up with a new game?"

Nygma chuckled as he took out a collection of rings that made an old-fashioned ring puzzle, which he began skillfully solving in different ways.

"This? No, this puzzle is far more than any mere game. Wouldn't you agree? Or do you need to try it yourself?" He tossed the rings to Mockridge. "Solve it! Then we'll talk."

Mockridge scoffed. "Oh, for crying out loud."

The Competitron CEO began trying to solve the ring puzzle, but was very obviously struggling as Nygma smirked with amusement. However, Mockridge gasped when he realized the rings had somehow turned into a pair of cuffs that locked his arms together.

"What is this, Nygma, some kind of extortion scheme?!"

"You think I want money? Not anymore!" Nygma said as he stood up. "What I want now...IS YOU."

It was then that Mockridge realized he and Nygma were not alone as a pair of thugs came up to him from behind, wearing wrap-around swamp green trench coats with white question marks drawn on the lapels, purple gloves, green cold weather face masks, and black clip-on sunglasses.

Batman, Spider-Man, Ladybug, and Chat Noir had all gathered together and made their way to the Wasteland nightclub as fast as they could. When they arrived through the skylight, they found the place deserted.

"Guess visiting hours are over." Chat Noir quipped.

"Well, well. Bat-something or other, isn't it?" A suave voice spoke up. "Who invited you?"

The four heroes turned to see a shadowy figure stepping down from the stairs, a cane with a question mark-shaped hook in his hands as he casually strutted up to them while Mockridge was carried by two masked thugs from behind.

"You know what happens to gatecrashers? They have to match wits with...THE RIDDLER!"

The figure stepped into the light to reveal himself as Edward Nygma, clad in a snazzy green tuxedo, a purple domino mask, a purple tie with a golden question mark on it, purple gloves, green pants, and purple dress shoes. Atop his head was a green bowler hat with a purple strap and a black question mark on the front.

"The Riddler?" Batman asked. "What's that, Nygma, a play on your name?"

"Nygma?" Spider-Man asked before perking up. "Oh, wait! I get it! Edward Nygma means E-Nygma! Clever!"

"My, my. Can we actually have a brain beneath that pointy cowl and webbed mask of ours?" The newly-dubbed Riddler asked. "So tell me, have you brawn to match?"

With a snap of his fingers, Riddler sent his two goons on the heroes. The first thug took out a trowel and patted it threateningly in his hands while the other thug slipped on a pair of knuckledusters with question mark engravings on them.

The first thug, with a vicious yell, charged at Batman, only for the Dark Knight to catch him over his shoulders and perform an Attitude Adjustment. The second thrug threw punches at Spider-Man, only to get webbed in the face, leaving him to struggle to pull it off as Ladybug got behind him and kicked him in the butt.

"Sorry! Not sorry!"

The thug tore the webs off his face and snarled angrily as he moved to punch Ladybug next, only for Chat Noir to block the blow with his baton.

"Hey, didn't your Mama teach you it's not nice to hit ladies?!"

With a sweep, Chat Noir knocked the thug off his feet before flipping gracefully into the air to deliver a falling knee to his chest. Riddler made his way over to the exit door with Mockridge in tow, locking his ring cuffs to the doorknob.

"Let's consider you 'handled' for now, shall we?"

Tapping a button on his cane, the chandelier lights on the roof turned on and began spinning rapidly. Just as Batman and Spider-Man worked together to take out the other thug, Riddler chuckled as the spotlights popped, causing a fire to break out.

"Well done!" Riddler praised the heroes. "But have you wits enough to save TWO people at the same time?"

Pointing the stick end of his cane, Riddler pressed another button on it to cause the end to open up and fire something that expanded to cover Chat Noir and restrain him.

"Chatton!" Ladybug cried.

"It's my own variation of the classic Chinese Finger Trap!" Riddler smirked as he opened the door and dragged Mockridge away.

"Batman, Spider-Man, you gotta help me! I can pay you! Anything you want!" The greedy CEO pleaded in terror.

Ladybug moved to go after Riddler but Batman stopped her and shook his head. They needed to rescue Chat Noir and Riddler's unconscious thugs from the fire first.

After cutting Chat Noir free from the giant Chinese Finger Trap and tying up the thugs for the police, the heroes were searching the rooftops for clues on Riddler's whereabouts.

"So, how did you know who Riddler was?" Spider-Man asked.

"I figured Edward Nygma was behind this the minute I saw that billboard. I read all about him in the company records I examined." Batman explained.

"His parents must have been puzzle fans." Chat Noir joked. "Because he sure was a mystery and a half, huh?"

Ladybug rolled her eyes. "That one was particularly bad, Chatton."

Suddenly, Spider-Man got a call on his phone and quickly answered it to see it was from Alya.

"Hey, Peter! Are Bruce, Marinette, and Adrien with you? You guys gotta see this!"

The four heroes gathered to see the video Alya sent, a picture of a building's lights flickering in a pattern.

"What's that supposed to be?" Chat Noir asked.

Batman's eyes widened. "It's Morse code!"

The Caped Crusader opened his gauntlet computer and began matching the Morse code pattern from the building onto the datapad, translating what the code was saying.

"What did you get?" Ladybug asked.

Batman turned his gauntlet so his fellow heroes could see what he translated:

[WHEN IS THE MINOTAUR'S OWNER AS HIGH AS AN ELEPHANT'S EYE?]

"Figured a guy called the Riddler would be all about riddles, huh?" Spider-Man quipped. "When can we get a villain who isn't so on the nose?"

Ladybug shrugged. "I dunno, I think being on the nose is what supervillains are about."

"I can take that Mockridge is the owner of the Riddle of the Minotaur game, but what's as high as an elephant's eye?" Chat Noir pondered.

"Corn," Batman answered.

"Corn?" The other three heroes asked in confusion.

"It's from an old song lyric from my father's time," Batman explained.

"So, what's he saying, 'When Mockridge is corny?' 'When Mockridge is in the corn?'" Spider-Man asked.

"What's another word meaning corn?"

"Kernel!" Chat Noir said, raising his hand.

"Cob!" Ladybug answered next.

"Corn...corn...CORN MAZE!" Spider-Man exclaimed, his eye lenses widening. "Wow! Talk about a brain teaser!"

"Exactly!" Batman said. "And what maze other than the new Minotaur Maze that Competitron set up at Coney Island!"

With the riddle solved, the four heroes made their way to Coney Island, where the new Minotaur Maze was just about ready for its grand opening in a few days. However, it seemed Riddler had decided to get the attraction started early.

As the four approached, a hologram of Riddler appeared at the entrance.

"Where's Mockridge, Nygma?" Batman demanded.

"In the center of the maze! Along with the minotaur robot." Riddler replied as he showed a screen of the minotaur animatronic with a real sword raised up to stab the restrained Mockridge. "I've programmed it to destroy him at exactly 4:30 am. Which gives you less than... 10 minutes to run the maze and find him!"

"Sheesh, I know Mockridge is a greedy jerk, but does he really deserve death?" Chat Noir asked.

"Well, money is the root cause of all evil, as some folks say." Spider-Man quipped.

"Isn't that the case?" Riddler snarked. "But first...throw down your utility belt, Batman. It would be more interesting that way, don't you think?"

"I dunno about you, but my webbing is kinda part of my body. I think I need to make that clear." Spider-Man said, rolling up the sleeve of his costume to reveal the spinneret on his wrist.

"Ah, that is quite the conundrum to consider, isn't it?" Riddler commented. "But of course, the heroes who brave the maze need their signature weapons just like in the game, after all. So I shall let you go...however, don't try and think of web-slinging up above, that wouldn't be very sportsmanlike, would it?"

Batman took off his utility belt and placed it on the ground as the entrance opened for the heroes to head inside. However, Riddler had one more thing to say.

"By the way, you'll have to answer the riddle of the Minotaur, too!"

"I can't wait," Batman commented as the quartet entered the maze before turning to Spider-Man and Chat Noir. "How far did you two get in the game?"

"Well, the Minotaur Maze is one of the most iconic levels in the game," Chat Noir said. "Makes sense that Competitron would make an attraction based on it."

"Already I love this." Batman joked before the heroes came to an impasse that led to two different paths. "Now, where to?"

"I'm thinking, I'm thinking!" Spider-Man said.

"Uh, guys..." Ladybug nervously said as an animatronic griffon came out from behind them. "I think we need to think a little faster!"

"Relax, Milady, that's just the Griffon." Chat Noir reassured. "It just blocks off the way you came in."

However, the animatronic's mouth glowed brightly as the heroes gasped before jumping out of the way of the fireball that shot out.

"Like my improvement on the original level?" Riddler asked hauntingly.

"I don't think this complies with OSHA standards!" Spider-Man quipped as the four picked the left path and ran for it.

After making it through a few twists and turns, the four came down a path with a directional arrow that said "Losers Ahead".

"Aww man, is it a dead end?" Ladybug cursed.

"No, it's worse!" Spider-Man said as his Spider-Sense tingled. "DUCK!"

The four quickly dove down to avoid the spinning crescent blades that were aimed high enough to decapitate anyone who would have been foolish enough to run through them.

"Loses a head." Batman realized. "I don't know what's worse: the traps or the PUNS."

"Well, at least we're a-HEAD of Riddler by one!" Chat Noir joked.

"Chatton, is now really the best time?" Ladybug scolded.

"Sorry..."

As they crawled away from the trap, the four found themselves cornered by two Griffon animatronics. Fortunately, they were able to time it so that when they shot their fireballs, they simply destroyed each other after the four dodged.

"I'll find Mockridge even if I have to tear this place apart, Nygma!" Batman snapped.

"Which is kind of a shame, because I feel like this maze would be a hit with the schools," Spider-Man commented to himself.

"Seriously, this whole park would make a great field trip day." Chat Noir said. "In fact! I'm going to start petitioning for one once this is all done."

"Do you know how?" Ladybug asked, making her partner's excitement deflate as he realized that no, he did not. "No worries, I'll help."

"I doubt it. I made sure the perils were quite lethal. You have eight minutes, gentlemen, and one lady. Then Mockridge becomes the only good corporate shark: A DEAD ONE."

The quartet hurried through the maze, eventually reaching a spot that branched off into two different paths. There was also something written in Arabic on a sign in the center branching the paths.

"Uh, does anyone know Arabic?" Ladybug asked.

"I do, a little. Thanks to Dr. Crawford for giving me lessons." Chat Noir said as he looked at the writing. "'Which way to the eating place?'"

"The eating place? What's that even supposed to mean? Like a canteen, or a diner, or something." Spider-Man complained. "Okay, here's the plan: two of us go that way, the other two go that way!"

Batman and Spider-Man took the left path while Ladybug and Chat Noir took the right path. However, Spidey and Batman found out they had made a mistake as a giant golden hand powered by levitation technology flew in to try and scoop them up.

"We're going the wrong way, because here comes the Hand of Fate!"

The two heroes quickly ran back the way they came in, just narrowly avoiding the Hand of Fate as they took the path Ladybug and Chat Noir took.

"Of course!" Batman realized. "We went to the left, but in the Arab world, you always eat with your right hand!"

With Ladybug and Chat Noir, they figured they had taken the correct path and could only hope Batman and Spider-Man were okay before they came to a locked door with three keys hanging next to it. The keys were individually labeled "A", "C", and "D".

"Huh...A, C, and D..." Chat Noir hummed. "What do you make of this, Milady?"

"Let's try 'D'."

Ladybug took the D-Key and twisted it into the lock. The two young Miraculous Heroes then saw two spinning saw blades being shot at them, which they quickly avoided by hugging the wall.

"Yeow! Those are sharp!" Chat Noir gulped.

"Sharp...sharp..." Ladybug's eyes widened. "Chatton, I got it! This is a music puzzle! Use the C-Key!"

Chat Noir nodded and took the C-Key, twisting it into the lock, and the door opened just like that. It was also at that moment that Batman and Spider-Man managed to catch up with them.

"I take it you did a little puzzle-solving of your own?"

"Had a near miss there." Chat Noir chuckled. "But my lady's brains are SHARP!"

Ladybug rolled her eyes but blushed at the hidden praise in her partner's joke as the quartet headed through the unlocked door. As they headed through the maze, they heard Riddler's voice speaking up.

"One minute, everyone!"

"Urgh! We don't have enough time!" Ladybug cursed as the four came to a three-way pathway.

"What's the shortest distance between two points on a globe?" Spider-Man read the riddle. "Oh, that's so easy, even a baby can solve it!"

"We don't have enough time!" Batman said before getting an idea. "Unless..."

Running through one of the obviously incorrect pathways, Batman stopped just a good distance to see the Hand of Fate approaching.

"Why would you get the wrong answer when the correct one is so obvious?!" Chat Noir asked in disbelief.

"Just trust me!"

As the Hand of Fate got closer, Batman jumped right onto its palm and took out the emergency Batarang hidden in his chest symbol, cutting into its internal mechanism and hacking into it with his wrist computer. Spider-Man fired his webs to latch on, allowing the Hand of Fate to carry him after his partner, as Ladybug and Chat Noir both looked at each other and nodded.

"LUCKY CHARM!"

Throwing her yo-yo into the air, Ladybug created a ladybug-printed compass that would guide her and Chat Noir through the rest of the maze and to the center. As for Batman and Spider-Man, the Hand of Fate's rewiring took them straight to the center just in time.

"That is grand-scale cheating, heroes! You're not allowed to tamper with the Hand of Fate!" Riddler snapped.

"I don't believe in fate, Nygma!" Batman snapped.

Riddler smirked. "You obviously don't believe in Minotaurs, either. But you STILL need to answer the riddle!"

Batman and Spider-Man turned to see the minotaur animatronic preparing to bring its sword down on Mockridge as its recorded voice line spoke up.

"I have billions of eyes, yet I live in darkness. I have millions of ears, yet only four lobes. I have no muscles, yet I move two hemispheres. What am I?"

"That's simple; the human brain!" Batman answered immediately as the minotaur withdrew its sword and kneeled. "It has billions of optic and auditory nerves, four lobes, two hemispheres, and it's the only thing Edward Nashton Nygma respects."

Riddler scowled. "A lucky guess is all. But the game isn't over yet, Batman! DESTROY THEM!"

As Batman and Spider-Man broke Mockridge free, the minotaur animatronic stood back up again and readied its sword to attack them. However, as fortune would have it, Chat Noir and Ladybug made it to the center as well.

"Hey, Riddler! Let me give you a brain teaser!" The Black Cat Hero announced as he activated Cataclysm. "How do you take out a minotaur in a single blow?!"

Not bothering to say the answer, Chat Noir slammed his Cataclysm-charged hand into the animatronic, boring a massive hole that destroyed its circuitry as it fell apart like it was made of sticks in the process. With the danger neutralized, he and Ladybug smiled and fistbumped.

"Pound it!"

"Your game is done, Nygma!" Batman declared.

"Sorry, kids, but you'll never find me. I was never even in the amusement park in the first place!" Riddler taunted. "But I guarantee you this...we will meet again. I haven't found intellects that can match mine in quite some time. Until then, I bid you adieu."

With that, Riddler cut off communications, leaving the heroes to make their way out of the maze with the now-safe Mockridge.

"I hope they can get this place fixed up for the official grand opening," Ladybug commented.

"And I'm sure they'll take out the death traps as well," Spider-Man added. "That's not gonna be good for business."

The next day at school, Bruce, Peter, Marinette, and Adrien were having lunch with their friends.

"Daddy was pretty happy about Competitron coming to New York," Chloe noted.

"Bringing in $5.5 million a year in new jobs will do that," Bruce said.

"But that jerk Mockridge got to pocket a cool ten million bucks from the buyout." Kim pointed out. "What a burn, am I right?"

Bruce smirked. "Maybe, but the Riddler is still at large. Mockridge may have his money, but he won't be sleeping well."

Within his mansion, Mockridge cowered in his bed, a rifle in his grip. Every shadow looked like one of Riddler's thugs. Every creak could be someone breaking in. He'd thrown out most of the clothes in his house because they reminded him of his gag. The silence was deafening but also soothing; it meant he was alone.

First thing in the morning, he'd be having the best security systems money could buy installed in his home; he'd be driving and spending time at cafes while the work was being done; so that if Riddler struck again, people would have to blind or deaf to miss it. It was just one night of vigilance…

A knock at the door almost made him jump out of his skin. With his gun at the ready, Mockridge went over to his door. He'd dismissed his staff early, who would be…?

Opening his door, he found no one there. No footsteps or prints. Just an envelope. In spite of all that had happened, the millionaire picked up and tentatively opened it….

"NOOOOOOOOOOOOO!"

As Mockridge let out a scream of pure terror, alerting the nearby neighbors as they called 911, the card fell to the floor, revealing the riddle on it.

[YOUR MONEY MAY GIVE YOU MIRTH...BUT HOW MUCH IS A GOOD NIGHT'S SLEEP WORTH?]

Chapter Text

"I may not be on the front lines, but being the girl in the chair is actually pretty cool."

These were the thoughts of Alya as she directed her superhero friends throughout the city. Thanks to her own Ladyblog, along with some of the other reporters and news stations she followed on social media, she was proving herself a very effective 'gal in the chair'; alerting her friends of emergencies, robberies, or even cats in trees.

Right now, Spider-Man was stopping an armed van robbery, Batman was saving people in a fire, and Ladybug and Chat Noir were tangling with the Condiment King, a villain so low on the totem pole that the four heroes treated a run-of-the-mill purse snatcher more seriously than him.

"Do you have ANY idea how long it takes to get those bloody, irksome stains out?" Alfred had once said in frustration. "Miss Dupain-Chang and Master Adrien are quite lucky their costumes are magic in nature…"

And being a promising, aspiring fashionista and model, respectively, Marinette and Adrien held similar thoughts to the wannabe supervillain.

All in all, while she would certainly be dealing with an irritated Marinette and Adrien tomorrow, Alya felt she had done well today and, with a thumbs up from Batman, decided to call it a night.

However, midway through typing up a quick update to the Ladyblog, she saw a small octagonal box on her desk.

"How long has that been there?"

Alya took the box and opened it up. Inside was a necklace with a fox tail pendant. Once the box was open, it glowed.

"Whoa! This is different!"

Alya nervously backed away from the light as it expanded. Just then, the light took the shape of a small, fox-like creature with purple eyes.

"About time you opened that box."

"Uh...mind telling me who you are, and for that matter, WHAT you are?" Alya asked awkwardly.

"The name's Trixx. And I'm a Kwammi." The creature introduced himself. "I was sent here by the Great Guardian to indoctrinate you into the fold."

"Wait a sec...you mean I can be a hero like Ladybug and Chat Noir?"

Trixx nodded. "Precisely!"

Alya had to think. It would be great to become a superhero, but she would have to keep her identity a secret, and with a family like hers, secrets were hard to keep. On the other hand, she wanted to be there for Marinette when she and Adrien were overwhelmed, and for all she knew, that could happen at any time, even with Bruce and Peter backing them up.

"Okay. I'll do it."

At Nino's house, the boy in question was thinking about how to put together a new remix. Nothing special, just something to pass the time.

It was then he caught something out of the corner of his eyes: a small, black, eight-cornered box. His curiosity getting the better of him, Nino took the box, and opened it. Inside the box was a bracelet connected by a turtle shell-shaped charm.

"Huh, pretty cool."

Deciding to try it on, Nino slipped the bracelet over his arm and admired the craftsmanship before it suddenly began glowing, much to his shock. The light then detached and took the shape of a floating green creature.

"Greetings, my young friend."

"Whoa... Okay, this can't be real. I have to be dreaming." Nino said, holding his head. "A tiny little turtle genie dude is NOT hovering in front of me!"

"Have you always doubted what is in front of your eyes? I am not a genie. I am a Kwammi. My name is Wayzz, and you have been selected to be my new holder."

Kwami. That word was familiar to Nino…

He then recalled how Alya, along with Adrien and Marinette, told him about the superhero secret identity thing a few nights ago; apparently, they trusted him with it, being in love with Alya and being Adrien's best friend.

"Uh, well, okay. What do I do as a 'holder?'" Nino asked before realization hit him. "Wait a minute, am I going to be some sort of superhero?"

Wayzz nodded. "Correct. Now, I understand if you need time to…"

"AWESOME!"

"…Process this." Wayzz finished. "Eager, aren't you?"

"Are you kidding? It'll be awesome!" Nino said, punching the air like it was a bad guy. "I'll get to hang out with other superheroes, save Paris, and help Ladybug and Chat Noir! Is Batman planning on forming his own Avengers?!"

"My young friend, do calm down," Wayzz said with a shake of his head. "Do not forget that this is a responsibility, not a game."

"Oh, right. Sorry. I guess I got carried away." Nino said, rubbing the back of his neck sheepishly. "But yeah, I'll accept the responsibility. I swear."

After dinner with her father, Chloe was busy finishing her homework. It was a little tougher than she was used to, but she made a promise not to use Sabrina anymore, and she was going to keep it. She eventually finished and decided to lie down on her bed to rest her brain.

"There. Chemistry, Algebra, and History are all done."

It may have taken forever and cost her some of her shows and other plans, but Chloe had to admit it was kind of nice to actually do things herself. This, in turn, led to her having more genuine time with Sabrina and Adrien…

Time.

A commodity, the mayor's daughter realized, she had taken for granted: Something her father, no matter how busy he was, would always make for her. The same with Bruce, despite everything in his life, trying to keep Wayne Enterprises the way his parents ran it, and still living for others.

Something Chloe realized, sadly, her own mother Audrey never had for her.

Audrey Bourgeois, Gabriel's business partner and Chloe's idol for the longest time, until recently. Was that really all the blonde teen wanted to be when she grew up? Barely any friends, none ever really happy to see her…so what if she was rich and successful? It seemed so…empty. No wonder the woman seemed so angry all the time…

Like she had been before that talk with Mary Jane…

Shaking away these thoughts, Chloe smiled and focused on herself right now: Homework was done, dinner with daddy on the way…she was doing good.

That's when the girl noticed something on her bed next to her. A small, octagonal box on her pillow.

"Huh? Where did you come from?"

Curiously opening the box, Chloe saw that it contained a hair comb. Suddenly, a bright light appeared out of the comb, causing Chloe to gasp as she watched the light dim and take on a new shape.

In front of her now stood a small creature with yellow skin, black limbs, fuzz around its neck, black antenna, stripes around its head, and large, blue eyes. The creature smiled at Chloe and gave a small bow.

"Hello, my Queen."

"I… but… you… WHAT?!"

"Shh! Not so loud, my queen!" The creature shushed. "My name is Pollen. I am your Kwammi."

"You're my WHAT?!"

"Shh! My queen! I'm supposed to be kept a secret!"

Chloe opened her mouth to scream again, only to shut up quickly.

"Listen, Chloe, I'm here because you have been chosen to fight alongside Ladybug and Chat Noir," Pollen explained.

"Me? ME?!" Chloe gawked. "Are you sure you couldn't have picked ANYONE else?! LITERALLY ANYONE ELSE?! Ridiculous! Utterly ridiculous!"

Chloe stood up and stormed out to the outdoor patio of her room, hoping that maybe she could wake up, asleep at her desk, and find out this was all some stupid mocking dream. However, Pollen flying next to her immediately squashed those hopes.

"Oh, you're real. Great..." Chloe groaned. "Why even pick me? I'm the worst person you could ever choose to be a superhero..."

"Because, my queen, the Great Guardian, the one who sent me to you, has seen your potential, and your capacity for courage and kindness. You may not be perfect, but no Miraculous holder has ever been." Pollen said.

"Did any of your other holders bully others for the sake of it?" Chloe asked, hoping this would get the cute creature to see how unworthy she was.

"A few, yes." Pollen bluntly stated. "But I can already tell you're better than them."

Chloe then remembered the Christmas night with everyone, how much fun she'd had with them all. How they'd all welcomed her in, despite years of badmouthing and insults…

"Give it time." Mary Jane had told Chloe when she expressed annoyance at so many keeping their distance from her.

"Nothing worth having ever comes easily." Bruce had told her. "Even if you do have money and family to help."

Chloe then remembered what she had been telling herself before all this: How she wanted to be better than her mother: to be someone people would want to be around, someone who could do good with what they did…

Taking a deep breath, the mayor's daughter smiled and let Pollen settle into her hand.

"Okay, I'll do it. But I have some friends who need to know."

"No, my queen. No one can know. It's for their safety," Pollen said.

"I get that, but I have at least six or seven people who have a right to know," Chloe said, crossing her arms.

"Six or seven people who have a right to know what?"

The minute Chloe heard Sabrina's voice, she lost all color in her face. Pollen certainly shared in her distress.

"Uh-oh..."

The next day, Nino arrived at Wang Fu's healing center and found that he was joined by Marinette, Adrien, Alya, and Chloe.

"Did you guys get a text from Bruce and Peter to come here too?"

"Yeah..." Marinette said. She, Adrien, and Alya had a pretty good idea what the call was about, too.

As the five headed inside, they were greeted by Fuu, along with Bruce and Peter sitting there and having tea with him.

"Man, I'd love for Aunt May to learn this recipe!" Peter commented before noticing the younger kids. "Oh, hey guys! You finally showed up!"

"Hey, you're that nice old man from the other day!" Alya pointed out as she recognized Fuu.

"Yes, I am Wang Fu...or rather, the Great Guardian you've no doubt heard about."

"So you're the one who sent us that weird jewelry with those little creatures inside?" Chloe asked as she revealed her hair comb, Alya and Nino doing the same with their necklace and bracelet.

Marinette was shocked. "You all have a Miraculous now?!"

"Marinette, relax, it was my decision," Fuu said. "And Bruce here was entrusted to give them to your friends."

Bruce chuckled. "You'd be surprised what kind of tricks you can pick up traveling the world."

"Okay, since you guys are being welcomed into the loop, I might as well start," Peter said as he stood up. "Chloe, I am Spider-Man. Bruce is Batman."

To prove it, Peter had shot a web and entered his signature 'upside down' pose, and Bruce had slipped on a cowl.

Chloe couldn't speak. She tried to, she really did! But all that came out was stuttering! She looked at Alya and Nino, who were unmoving and more interested in her reactions.

"Bruce…Bat...? Parker…Spi…? How? When?" Chloe managed, her mind trying to rationalize.

Bruce being Batman? Okay, that one actually made sense the more she thought it over; he had the money for all the technology, and with Thomas and Martha's murder, but Peter? Yeah, he'd ditched his glasses and was suddenly less of a spaz…

"Wait..." Chole realized. "When MJ said…does this mean…!? I mean they arenext door neighbors, so…No way…! Did she know already?!"

As Chloe went through a mental breakdown, Alfred served the kids some tea and snacks, delighting at the blonde girl's reaction.

"If only it were her mother…" The butler smirked. "I'd work free for a year on that image alone."

"I'd rather not..." Bruce said.

"Yeah, I…I don't trust Audrey." Adrien confessed, going to give Chole some tea, slowly bringing her back to reality as she calmed down.

"Explanations. Later." Chloe demanded, leaving no room for argument. No one did.

"Alright." Marinette sighed. "If we're really going to be doing this, then I'd prefer it if we try to be a team."

"Come on, lovebug! Weren't we already a team, just you, me, Bruce, and Peter?" Adrien asked.

"Lovebug?" Marinette asked, a slight blush on her cheeks.

"Uh...I-I mean... Forget I said anything!"

After getting over her freaked-out state, Chloe composed herself as she stepped forward.

"Um, I have a quick confession. You see, last night, I was caught by my friend, Sabrina," She said, rubbing the back of her head. "I made her promise not to tell, of course, but I feel like I should tell you. No secrets, right?"

Fuu pinched the bridge of his nose in frustration as Bruce rolled his eyes while Peter winced.

"Not off to a great start, huh?"

"No, it is alright. But this circle must remain as small as possible, as I said before. You all must be more careful." Fuu said.

"Don't worry, Fuu. I have a few plans in place." Bruce reassured. "Everyone, we're heading to Wayne Manor. It's time I showed you...The Batcave."

"Oh sweet!" Peter grinned as he turned to Alya, Nino, and Chloe. "It's really cool, you guys are gonna love it!"

Meanwhile. Gabriel and Nooroo, floating beside his master as they worked on a new design, were distracted by a notification.

"It's Fuu." Nooroo read. "'Alya, Nino and Chloe have been chosen as new Miraculous holders.'….Huh. Well, I can see the first two, but Chloe? Interesting choice."

"And luckily, I do believe Adrien has their parents' contact information," Gabriel noted as he began to look up said information and plan for a few quick calls in his busy schedule.

"Fuu will not be happy about that, Gabriel," Nooroo noted.

"All due respect to the man, but Fuu is not a parent." Gabriel retorted. "And as skilled as Adrien and the others are, along with Batman and Spider-Man watching their backs? The less they must hide and lie to their parents, the better."

"Never said I'd stop or disagreed." The Butterfly Kwammi assured his master. "Just a warning."

"One that has been noted and accepted."

With some minute spaces of time filled, they returned to their work, Gabriel already mentally planning out the conversations...

After Fuu had given the kids a lecture on their powers and abilities, Bruce drove them and Peter to the Batcave.

"Ah, I see we have some new friends to welcome into our little secret society?" Alfred quipped as he stepped out of his personal convertible.

"More or less, Al." Peter chuckled as everyone got out of the car. "Figured we'd let the kids earn their wings first."

"You ready, guys?" Marinette asked her friends. "TIKKI, SPOTS ON!"

Adrien smirked. "PLAGG, CLAWS OUT!"

"TRIXX, LET'S POUNCE!" Alya grinned.

Nino was next. "WAYZZ, SHELL ON!"

"POLLEN, BUZZ ON!" Chloe called out.

Each one of them went through an amazing transformation and stood before each other in their new outfits.

"Okay, I'm just gonna say it; We look awesome," Nino said

"No argument there," Chloe smirked as she checked herself out. "You can just call me Queen Bee!"

Bruce rolled his eyes. "Why am I not surprised?"

"Hey, if the shoe fits." Peter shrugged.

"Well, if we're coming up with superhero names, call me Carapace!" Nino said.

Alya smiled. "And my name is Rena Rouge."

"Good on ya!" Peter clapped. "Now you guys just need a team name..."

"Aren't you and Bruce part of the team, too?" Carapace asked.

"We're more of the...senior advisors, so to speak." Bruce quipped.

"Hmmm...how about the Miraculers?" Chat Noir suggested.

"Works for me!" Rena Rouge grinned.

"Alright, now that we've got codenames and a team name under our belt...it's time for you to learn the basics," Bruce said as he went to the terminal. "First thing we'll be doing is to teach you how to throw and take a punch."

The newly christened Miraculers nodded their heads, eager to learn.

Chapter Text

A month had passed since the debut of Rena Rouge, Carapace, and Queen Bee

The turtle-themed Carapace often worked with Chat Noir, the two becoming known as 'The Dynamic Duo' and growing in popularity with young boys near the level of Spidey and Bats. Carapace often shielded civilians from wreckage or watched his friends' backs with his powers.

Rena Rouge, no relation to the other fox heroine, she AND Lila had both made clear in separate videos, often worked with Ladybug, helping her distract criminals long enough for the more experienced hero to take them down, while also being very popular with children.

And like Ladybug and Chat, the two newer heroes were seeing together enough to warrant shipping. UNLIKE their predecessors, however? They embraced and admitted that yes, they were a couple…if only to vex their respective best friend.

Queen Bee was more…divisive.

She had her admirers and enjoyed the attention, but her people skills were…not as well developed as the other heroes. She often butted heads with Ladybug and Rena Rouge, but always obeyed Batman and had showcased a protectiveness over Chat Noir, which had sparked some minor ship wars.

In all honesty, the hero work had been easy and filled the teens with a sense of purpose and accomplishment.

The problem came with maintaining their 'average' lives; Nino and Alya had been late to a few gigs, and it had taken Chole some time to figure out how to sneak past her security guards and double back before they noticed she was missing.

And suspiciously, the Ladyblog seemed to be slow in updating when it came to the foxy (pun not intended) heroine, usually not having her exploits up until the day after, due to a new subscriber and chatter named 'MBakeDup.'

This was primarily because Alya, it seemed, had trouble remembering her own deeds and giving them the proper praise she needed; she was still getting into the mindset that she was a superhero herself.

Currently, Peter was walking with Kagami and chatting with her, wanting to know more about her after hearing from Marinette and Adrien.

"You're certainly quite the character, Parker-San."

"Hey, what can I say, I just have one of those faces." Peter chuckled. "Heard you've been getting really close with Marinette and Adrien lately."

Kagami nodded. "It's nice to be able to interact with others close to my age..."

Suddenly, Peter perked up as he felt his Spider-Sense tingling.

"Hey, are you okay heading home by yourself? I just remembered something."

"Not at all. My home is right here." Kagami assured. "Thank you for your time, Parker-San."

"Please, just call me Peter."

As Kagami went inside, Peter took that as his cue to follow what made his Spider-Sense go off after suiting up as Spider-Man. He soon narrowed it down to some sleazy-looking guy running through the alleys, as if trying to lose a potential trail.

"Who's this little fella? Some mugger after my money?" He shrugged. "It shouldn't be too hard keeping him in my-"

A sudden explosion threw him off the wall he was clinging to. Quickly righting and landing on his feet, he saw the source was some masked burglars running out of the building they had just bombed with some quality-grade weapons in hand.

"They obviously don't look like they're heading to evening school."

He webbed up the straggler of the pack before intercepting the remaining three punks in front of their getaway van.

"It's Spider-Man!"

"Spider-Man?! Where?! Oh, I just get so flustered when I meet a celebrity!"

The thugs tried to attack Spider-Man, but he casually swung back and forth on the web he was hanging from, dodging their attacks with contemptuous ease. After having had enough toying around, he began knocking them around and webbing them up.

"You damn web-slinging creep!" The remaining thug growled as he took the rocket launcher he had and prepared to fire.

"VENOM!"

The thug suddenly found himself paralyzed, falling over and dropping his weapon. Spider-Man flipped down to see that none other than Queen Bee had arrived.

"Oh, fancy meeting you here!"

Queen Bee huffed. "I was blowing off some steam when I saw trouble afoot. You're welcome, by the way."

"Aww, how sweet. But I had things handled." Spider-Man quipped. "What's got you in a tizzy anyway?"

"That's none of your beeswax!"

*Flashback*

Chloé was heading out after school was over when she bumped into somebody. Grunting, she stood up to give a piece of her mind, only for her brain to lock up when she laid eyes with Luka.

"Oh my gosh! Chloé, are you okay?"

"Luka! I..I mean, watch where you're going!"

"Sorry. Guess I was kind of distracted." Luka apologized.

Chloe sighed. "No, I'm sorry. I can still be a little, you know…"

"Grouchy?"

"Yeah. Force of habit." Chloe admitted. "Are you okay?"

"Yeah, I'm fine, but what about you?" Luka asked. "You're the one who fell on your butt."

Chloe pouted and blushed as Luka waved his hands awkwardly.

"I'm sorry! I shouldn't tease! I'm bad with words, and…"

"You're fine. Look, for what it's worth, I have no issues with you." Chloe said, a tinge of red on her cheeks. "I…I…think you're…okay."

"Okay?"

"Yeah. You're an okay guy, you know?"

Luka blushed. "Uh, thanks, Chloé. You're okay, too."

"D-don't get the wrong idea!" Chloe stuttered. "It's not like I like you or anything!"

She then paused, her eyes widening as she realized she sounded like a total tsundere from a cliche anime rom-com.

"She sounds like a tsundere." Luka thought. "That's so adorable..."

Chloe, her face bright red, quickly scurried away to save what little face she had left.

"Awww, young love." Spider-Man joked.

"S-Shut up!" Queen Bee snapped. "Forget I told you anything! If anything, that just gives me the right to tease you for…!"

She paused suddenly; as much as she would be delighted seeing Spider-Man tense and blush at the name of a certain redhead? The fact that Mary Jane may have known caused Queen Bee to pause; that was clearly not something you just brought up.

Luckily for the blonde heroine, she'd been tuned out as they left the thugs tied up for the police, Spider-Man couldn't help but think about the shady fellow he had been tailing.

The next day at the Daily Bugle, Peter and Alya were showing the photos they had taken of not just Spider-Man but also of Rena Rogue, Carapace, and Queen Bee, as Jameson wanted all the details on these new "colorful kiddy heroes" running around.

"Gotta say, Peter, you always have the magic eye for these sorts of photos," Robbie said as he looked through the pictures. "And Alya, you're definitely good despite only being an intern right now. How'd you like a more full-time job in the future?"

"This old dump definitely needs a little more girl power, that's for sure!" Alya smiled proudly.

"Preach!" Betty Brant and Gloria Grant cheered.

"Regardless, I just can't tell how you're able to find the right photos," Robbie told Peter.

"Me neither," Jameson said gruffly as he came in. "You kids seem to always be in the right place at just the right time."

"Eh, we're just lucky." Alya quipped.

"That so? Sure there isn't something else you kids gotta tell us?" Jameson asked.

"I use a drone sometimes?" Peter weakly said, the frown on Jonah's face making it clear he didn't buy that. "Well, I'd like to get my paycheck today, if you don't mind….?"

"You kids really tick me off sometimes," Jameson grumbled. "I'll find out how you get those photos. Sooner or later."

"Ooh, it'll have to be later, Big J," Alya said as she fake-checked her watch. "Pete and I gotta go somewhere."

As the two headed out of the Editor's Office, the two reporters saw Eddie having a coffee.

"Hey, Pete, Alya, how ya doing?"

"Nothing much. What about you, Brock?"

"Currently covering a story on the Life Foundation," Eddie said. "Getting closer to the big scoop."

"Well, good luck with that," Alya said.

"So, Jameson getting on your case again?" Eddie asked.

"You know it," Peter said. "He has no use for me, he HATES Spider-Man, I bet he can't even stand himself!"

"That wouldn't be surprising." Alya snorted.

Peter then perked up when he recognized a familiar face heading into Jameson's office. It was the shady guy from last night.

"Well, what do you know, the little creep!"

The man in question was currently talking with Jameson.

"Sorry, Jameson, he almost spotted me last night. I just ain't getting anything from trailing that Parker kid."

Jameson scoffed. "Gargan, you're worthless."

"Aww, come on, Mr. Jameson, don't call me names." The man, Mac Gargan, pleaded. "People have been making fun of me all my life!"

"Yeah, and it's not hard to see why," Jameson said. "Parker must know Spider-Man; that has to be how he gets those photos of him and the other masked vigilantes. Honestly, how hard can it be to trail him back to wherever those weirdos are hiding?"

"Is this a private party or can any wall-crawler join?"

Jameson and Gargan turned around to see Spider-Man had snuck into the office, currently perched on the ceiling.

"Hey, what do you think you're-" Gargan began, only to have his mouth webbed up as he was knocked back in surprise.

"I got a message for your pal, Parker," Spider-Man said as he got close to Jameson. "If I catch him following me and my pals again, I'm gonna web him up by his undies on the Eiffel Tower! And that's if I'm in a good mood!"

He then pointed a damning finger straight at his biggest critic, taking a bit of satifaction in putting the skinflint in his place.

"As for you, prune face, get off my case, ya hear me?!"

Unbeknownst to the Webhead, those words triggered something in Jameson, a memory from his youth that he had held onto for a long time: A car racing past his house, a flurry of bullets striking down one of the very few people the crotchety editor would freely admit to loving…

"Hey, you listenin'?" Spider-Man asked, snapping his fingers.

"H-Huh? Y-Yes, I hear you..."

"Wonderful." The webhead smiled, patting Jameson on the head. "Till next time, kiddies!"

With that, Spider-Man flipped out the window and swung off. Jameson looked over to a framed photo of his first wife, the mother of his son John. Even though he loved the woman he was married to now, he never forgot his first love.

"It won't happen again..."

With a firm, darkened resolve, Jameson turned to Gargan, who had finally managed to pull the webbing off his mouth.

"That Spider-Freak, making me look ridiculous. People are always trying to make me look ridiculous!"

"Gargan, you ARE ridiculous!" The Editor in Chief rolled his eyes. "But how would you like to get back at him? And make a REAL name for yourself?"

Gargan smirked. "I'd KILL for the chance."

Jameson chuckled as he made a call to the Empire State University, getting in touch with a close friend of Dr. Curt Connors, a brilliant geneticist in his own right, Dr. Farley Stillwell.

Jameson and Gargan were brought to the personal lab of Stillwell.

"I've made all the preparations."

Jameson hummed. "So this is you and Connors' Neogenic Recombinator."

"Yes, after the mishap with the Lizard, Connors wanted to keep the device under wraps to prevent another creation like him from running loose," Stillwell said before presenting a Scorpion-themed costume. "And this here is the battle suit. Beautiful, isn't it?"

"It outta be, considering what I paid for it," Jameson said. "Alright, Gargan, let's get going."

Gargan smirked as he put on the suit and stood in the recombinator pod. Stillwell got to work, and energy began flowing through Gargan as he felt his body become stronger, his muscles and bones growing denser and thicker.

"Wow! I feel amazing, Doc!" Gargan grinned. "What are you pumping me with?"

"Controlled radiation," Stillwell said. "And don't worry, it's not enough to be giving you unwanted tumors or diseases."

"I feel like a dynamo!" Gargan said as he flexed his arms. "I feel like I could lick anybody!"

"Easy, Gargan. Your DNA is reconstructing itself to match the genetic code of a scorpion." Stillwell explained. "I chose to use a scorpion because it's the natural enemy of the spider!"

Soon, the recombination process was finished as Gargan let out a wild roar, feeling better than he had ever felt in his entire life.

Jameson smirked. "Spider-Man will have last met his match."

Spider-Man was swinging through town, just wanting to get his mind off schoolwork.

"Honestly, sometimes, I wish something exciting would happen to distract me. I'd even ask for a crime to happen right now."

However, the Webhead was about to get his wish in the worst possible way as a chopper was discreetly tailing him, Jameson riding it as he saw Spider-Man swinging around.

"He's right near your area. Ready, Scorpion?"

Gargan, now calling himself the Scorpion, smirked as he got ready to pounce. He then leapt as soon as Spider-Man swung close to him. The Wall-Crawler's Spider-Sense blared out of nowhere in his point of view.

"Now what-?"

Suddenly, a clawed hand cut his web line, making him fall and crash into a nearby rooftop. As he picked himself up, he looked up to see Scorpion grinning at him.

"Who the heck are you?!"

"A REAL hero, you freak!"

"This is a joke, right?"

Scorpion sneered and swung his tail at Spider-Man, who jumped out of the way as the heavy mechanical appendage slammed down, leaving a gaping crack on impact.

"This isn't a joke!" Spider-Man realized. "If you want to join the Avengers or Fantastic Four, you're in the wrong place!"

Scorpion aimed his tail and fired a gout of a viscous green liquid at Spider-Man, who jumped out of the way. When the liquid hit the wall he had previously been sticking to, it sizzled and burned.

"Highly corrosive acid!" The Wall-Crawler quickly made his way to higher ground. "I get the feeling he's not into male bonding."

Suddenly, a shadow loomed over him as he looked up to see Scorpion had made his way above him at speeds never thought possible.

"Look! I'm stronger and faster than you!"

Spider-Man frowned behind his mask, knowing that any potential fighting could risk putting any nearby pedestrians in danger. So, with some quick thinking, he began leading Scorpion away from the busy streets.

"Let's hope this works..." He thought as he pressed a tracker beacon on his hidden utility belt.

Batman had just finished hogtying the thief Batroc the Leaper for the police to apprehend when he got an emergency alert from Spider-Man. Checking his Bat-Phone, his eyes narrowed at what he saw.

"Hold on, Peter...I'm coming."

He quickly fired his grappling hook to catch a ride on the passing Batwing, making his way to his friend's location.

Spider-Man and Scorpion were squaring off on another rooftop away from any nearby pedestrians, Jameson's chopper flying nearby.

"That's it, Gargan! Give it to him!"

Scorpion sneered. "Who's doing the fighting, me or you?!"

"Who are you talking to?" Spider-Man asked.

"Wouldn't you like to know!"

Scorpion continued striking at Spider-Man with his tail, smashing the rooftop all over. He then managed to wrap his tail around his enemy's waist and slam him into a nearby warehouse.

"You're dead meat, little man!"

Suddenly, a familiar bat-shaped projectile hit him upside the head, making him grunt as he turned to see Batman diving in.

"No! What are you doing?!" Jameson demanded from his chopper.

You see, in contrast to Spider-Man, Jameson… well, it was best said that he tolerated Batman. Yes, the so-called 'World's Greatest Detective' was a masked vigilante and, until recently, far more ruthless and brutal than the webhead, but he at least worked with the police and shared everything he uncovered about the criminals he fought.

Plus, the fact that the Caped Crusader showed his eyes and mouth gave him some leeway; making it clear he was indeed human and willing to accept consequences of being identified…if anyone ever managed that: Jameson recalled how Vicky Vale had nearly published an article she claimed would reveal the identity of Batman before it was killed…possibly to save her own life; Comissoner Gordon was vague on the details.

"Don't hurt him too bad, Gargan! He's with the police." Jameson warned. "Your rep will never even get started if you hurt him…!"

Scorpion sneered. "Don't worry, I'll just rough 'im up a little!"

"So, care to tell me about your new friend?" Batman asked Spider-Man.

"He's working for someone, but I don't know who."

Scorpion then fired more acid from his tail, making the Dynamic Duo move out of the way to avoid getting melted. However, that's what Scorpion wanted as he hit a nearby water tower, the moorings dissolving as it was about to fall down on Batman.

"NO!"

Spider-Man jumped in to push his friend out of the way, getting crushed by the water tower and pummeled by the several gallons of water in the process.

"Spider-Man!" Batman cried.

Scorpion laughed as he approached the fallen body of the Wall-Crawler. In anger, Batman moved to attack, only for the man to wrap him tightly in his tail.

"How about that?! I beat Spider-Man! Taken out by the one, the only, SCORPION!" The green colored attacker cackled.

"Quit stallin', Gargan, unmask him!"

Scorpion smirked and pulled Spider-Man out of the rubble, reaching out to take off the mask. Batman struggled valiantly, wriggling his hands to reach for a gadget on his utility belt to save his friend, but he wouldn't be able to stop him in time.

"VENOM!"

Suddenly, Scorpion felt something sting his side, paralyzing him as he let go of Batman and Spider-Man. The villain struggled against the paralysis before noticing Queen Bee jump in.

"Don't you know it's rude to manhandle someone like that?"

"This has got nothin' to do with you, girly!"

"Just take Spider-Man and go, Gargan!" Jameson snapped. "Batman and the kid got nothing to do with this!"

Scorpion scoffed as he felt the paralysis slowly wear off, which gave Batman enough time to rescue Spider-Man and join up with Queen Bee, the trio taking off elsewhere.

"Are…are you ignoring me?!" He roared, getting no response from the trio of heroes.

And with that indignation, Mac Gargan snapped as he realized something:

All his life, he'd been looked down on; never amounting to much, even as a private investigator. He wasn't good-looking enough, strong enough, smart enough…

But now, he realized? He was on par with the superheroes and supervillains! And they didn't listen to anyone; they made their own rules and people FOLLOWED them.

With a sinister smirk on his face, the Scorpion raced after the three heroes, one other thought on his mind aside from wiping the floor with them:

"From today on? Scorpion works for only himself!"

"He's nuts!" Queen Bee said, realizing Scorpion had caught up to them.

"Dammit, Gargan!" Jameson snapped. "I helped give you that suit and power! I can take it away!"

Scorpion scowled as he tore out an air ventilation and threw it at the chopper.

"Stuff it, Jameson! I don't have to listen to you! Soon, all of New York, Gotham, and Paris will know and respect the name of SCORPION!"

The chopper's tailwind was knocked out and began spinning out of control. Jameson and the pilot held on for dear life, only for a ladybug-printed safety net to magically appear and catch them.

"Perfect timing!" Batman said as he saw Ladybug, Chat Noir, Rena Rogue, and Carapace arrive.

"You guys are late!" Queen Bee huffed.

Scorpion scoffed and made his escape, looking forward to flexing just what he could do now. As the Miraculers made sure Jameson and the pilot got to safety, they noticed him escaping and joined up with Batman and Queen Bee while looking over the still unconscious Spider-Man.

Jameson had tried to track Gargan, but he had destroyed the comm device he had been using to speak with him. It was at that moment that the CEO of the Daily Bugle realized just how badly things had gotten and ran back to his office, where Robbie was waiting.

"Jonah, check the main feed!"

Jameson felt his heart sink into his stomach as he saw Scorpion tearing apart a bank, laughing as he made away with millions of dollars in his fists. The man collapsed helplessly to his hands and knees.

"Oh god...what have I done?"

"You? What do you mean?" Robbie asked.

"Robbie, I helped create that monster."

"You what?!" Robbie said. "Why would you do something like that?!"

Jameson solemnly turned to the framed picture of him and his first wife.

"I did it for Julia, my first wife... Years ago, crime boss Arnold Stromwell wanted me to back off a story, but I refused. So he sent a hitman after me...a hitman wearing a mask. Julia, John, and I were at the park...he aimed for John and me, but he hit her instead."

Robbie frowned; he remembered that tale all too well. After all, he had known Jonah the longest out of anyone in the Daily Bugle. He remembered how broken Jonah and John had been; how it had taken weeks for them to eventually become like they had been, but Jonah was always firmer, less accepting, or forgiving…

"That's the real truth of it, Robbie...why I hate Spider-Man so much and can only barely tolerate Batman. It's because they're men who hide their faces behind masks, thinking they're above the law."

"Well, that's exactly what that Scorpion guy is doing now!" Robbie pointed out. "You've got to stop him!"

"You're right, Robbie...I've made a horrible mistake..."

Spider-Man had managed to recover as Batman and the Miraculers tended to his wounds.

"You okay?" Carapace asked.

"Well, every bone in my body is killing me," Spider-Man said as he rubbed his head. "Other than that, peachy."

"That Scorpion guy is off his rocker." Rena Rogue said. "If we don't do something soon, he'll tear apart New York, Gotham, and Paris all together!"

"And I already used Lucky Charm..." Ladybug muttered.

Queen Bee nodded. "And I already used Venom."

"Guess we gotta make the powers we still have count." Chat Noir noted as the seven heroes rushed off to find Scorpion.

Jameson had made his way back to Stillwell, who was working feverishly to make a counter-agent for Scorpion's transformation.

"Stillwell, do something! Gargan's going berserk!"

"I know!" Stillwell said. "The genetic realignment has amplified his negative thoughts to unstable levels! His evil is unrestrained now!"

Stillwell soon took the vial, which contained the counter-agent that could hopefully stop Scorpion.

"I should have listened to Connors...Neogenic Recombination is too unstable, too DANGEROUS to be used on a human!"

"Give me that," Jameson said. "It was me who ultimately made him this way...figures I'll have to be the one to stop him."

Scorpion laughed as he shrugged off the bullets fired at him by the police, scaring them off with acid shots as he made off with his ill-gotten gains.

"Everybody always made fun of Mac Gargan! But nobody is gonna make fun of the SCORPION!"

"With that costume, you have plenty to be made fun of!"

Before Scorpion could react, he was kicked in the back by Chat Noir, who pole-vaulted into him using his extended baton. The villain growled and quickly flipped back to his feet as he prepared to strike with his tail, only for Ladybug's yo-yo to wrap around it and tug, making him lose his balance.

"Beat it, kids! Go back to helping kittens out of trees!" Scorpion snapped.

"Sorry, but when we see bad guys doing things willy-nilly, we have the urge to intervene!"

Scorpion turned just in time to be beaned upside the head by Carapace's shield, which ricocheted back to him as Rena Rogue boosted off her boyfriend's back and played her flute.

"MIRAGE!"

Scorpion was surrounded by multiple clones of all the Miraculers, only to smirk as he spun around with his tail outstretched, wiping away the illusions and knocking Rena Rogue and Carapace away.

"I ain't in the mood to bully little kids. I'm movin' up in the world! Destined for bigger and better things!"

"GARGAN!"

Scorpion turned to see Jameson there, a vial in his hand.

"Leave the kids alone! They never did anything to you!"

While Jameson, at least, tolerated Batman, his feelings for the five younger heroes were even more complicated yet simultaneously simpler:

First of all, they were clearly CHILDREN for crying out loud! Children! Not even old enough to drink, probably not even drive….but they fearlessly raced to help people, fight supervillains…and they did little things; grabbing balloons that floated away, getting pets out of trees, cleaning litter, and helping construction and maintenance crews. They posed and played with civilians when they could, but also made it clear that the police and others were just as important.

If they were his kids? Jonah would freely admit that he'd be damn proud of them.

"Aww, lookie here. Skinflint Jonah growing a heart." Scorpion grinned cruelly. "I can let the kids go...but that doesn't mean you're off the hook!"

Jameson readied the counter-agent and threw it, only for Gargan to swat it away, where it broke harmlessly on the ground nearby.

"You thought you'd take my powers away from me, didn't ya? Go back to plain ol' useless, ridiculous Mac Gargan, eh? Well, sorry! I'm the Scorpion now! And everything I do is right!"

Scorpion picked up Jameson by the collar, grinning wickedly at him as he looked him in the eye.

"You just wanted me as your little puppet to destroy Spider-Man for ya! Well, the Scorpion is nobody's puppet!"

"Hey, back off the prickle puss!"

Scorpion suddenly found webs covering his face, followed by a Bat-Bola wrapping around his legs as he fell to the ground with a grunt. Angrily, he ripped the webbing off and used his tail to cut the rope binding his legs.

"You're really starting to annoy me!" Scorpion snarled. "Figure I'll do what I was originally made to do and CRUSH YOU!"

Scorpion smacked Batman away when he tried to jump in and then grabbed Spider-Man in a bear hug to crush him to death. However, he suddenly felt an impact against him and stumbled, letting the Wall-Crawler go as he turned to see Jameson.

"Really?! You'd go out of your way to save the guy you've been after since Day 1?!"

"You're an even greater menace." Jameson pointed out. "And heaven help me, he's the only one who can stop you!"

"Did I hear that right?" Spider-Man gawked as he picked himself up. "J. Jonah Jameson is on MY side?!"

"Wow, where are the flying pigs?" Carapace joked.

Scorpion laughed. "He can't stop me! NOBODY can! I'm invincible!"

"No, Gargan, you're a worm!" Jameson snapped. "An insect! A silly sap! You'd have never gotten anywhere if I didn't help you!"

That struck a nerve as Scorpion furiously swung his tail to crush Jameson, only for Carapace to spring into action.

"SHELTER!"

Jameson found himself surrounded by a green hexagonal force field, causing Scorpion's tail to bounce off it.

"So, you don't like names, huh?" Chat Noir smirked as he flipped in. "Because the way I see it, you're nothing but a discount dime-a-dozen has-been!"

"Shut up!" Scorpion snapped, moving to fire acid at the Black Cat Hero.

"You're a baboon-brained imbecile!" Queen Bee scoffed. "Ridiculous! Utterly ridiculous!"

"And you've got a face only a mother would love!" Rena Rogue taunted. "I bet when you were born, the doctor slapped your parents!"

"And you're an idiot too!" Ladybug said. "You've got such great power, and you decide you want to rob banks and bully people? Talk about a waste!"

"Stop it! STOP IT!" Scorpion roared as he moved to crush the heroes.

"Gotcha!" Chat Noir smirked. "CATACYLSM!"

Charging his claws with destructive energy, Chat Noir struck Scorpion's tail, destroying it and leaving him defenseless as Batman rushed in.

"You're through, Gargan! At the end of the day, you're the same low-life weasel you've always been!"

Taking out a Bat-Taser Disc, the Dark Knight slammed it into Scorpion's mouth, causing him to be electrocuted on both the outside and inside. Thanks to his superpowered physique, he didn't suffer anything fatal, but he was badly paralyzed and left twitching on the ground in pain.

"Oooh...my achin' head..."

Jameson bowed his head sadly in shame and prepared to walk away, but Spider-Man stopped him.

"Never thought I'd see the day we'd work together."

Jameson scoffed. "Just know this doesn't change a thing between us. I still won't rest until you've been unmasked."

"Fair enough, Prickle Puss," Spider-Man said. "And I won't rest until you finally say something nice about me and mean it."

"You could learn a thing or two from the Ladyblog." Rena Rogue playfully said as the heroes took their leave, until only Batman was left.

"You gave that man powers." He said bluntly. "To get rid of Spider-Man."

Jameson nodded his head in shame and nodded.

"I've tolerated your slander for him because it was nothing more than hot air. But today? You almost got innocent people hurt or worse…just because you hate masked crime fighters?"

Ordinarily, the crotchety editor would've fired back about vigilanteism and showboating. How Batman at least worked with the police, and how the Miraculous users were children, and demanded to know if their parents knew. But today? Jonah was just tired.

Batman let out a groan.

"We wear masks to keep those we love safe." He explained. "And to put fear in criminals and bring hope to civilians. If people knew who we were?"

"You'd suffer like I did," Jonah said.

And then, it finally made sense to Batman: The death of Jonah's first wife, a cold case he was still working on to this day; Arnold Stromwell might have been one of the old crime bosses, but he covered his tracks well. The Caped Crusader was still angry that his best friend had been targeted, of course. Never mind how close the younger heroes had gotten to getting hurt…But he understood the need to make sure nothing ever happened to someone else.

Images of Thomas and Martha flashed in his mind before he sighed.

"I will not tell anyone of your involvement," Batman promised Jonah. "I've already begun to hack and edit any video footage of the Scorpion's rampage. To the public, he'll simply be someone who got a big head and snapped. Another supervillain whose rampage you were recording and reporting as a proper journalist."

Jonah looked up in shock and gratitude before Batman hardened his face again.

"But you never do this again." He ordered. "No more attempts at getting rid of Spider-Man. No superhumans created under you. You can keep blustering all you want, but if you EVER tread like you did today? I will shut you done. Understood?"

"Transparently." The Daily Bugle editor promised.

"Good..." Batman said as he grappled away, leaving Jameson by himself as the police gathered to haul Gargan away.

Chapter Text

"This is Vicki Vale, live at Gotham's Palace Eight's Borderwalk, where it's opening day of billionaire Cameron Kaiser's latest showplace resort. Total price tag for this fancy cris-mecca nearly 3 hundred million dollars."

"It's true, Vicki," Cameron said. "I set out to create the most opulent gambling resort in the world. After all, what's a few million here and there as long as my guests are happy?"

"Gotham's elite have turned out in style for the opening," Vicki said before approaching Bruce, who was attending along with the Agrestes and Andre Bourgeouis. "Bruce Wayne, perhaps you can give us a hint about the top-secret theme of Mr. Kaiser's new casino."

"Looks like we'll find out together, Summer," Bruce said.

"Ladies and gentlemen, the wait is over," Cameron said as he prepared to cut the ribbon. "I officially welcome you, one and all... to Joker's Wild!"

As he cut the ribbon, the casino was revealed to be an extravagant homage to none other than one of the deadliest criminals in all three of the Big Districts of New York. His laughing face slowly spinning atop the main neon sign.

"Ugh, could he have picked a better homage?" Andre scoffed in disgust. "That's absolutely repulsive."

"I'd have to agree, Mayor Bourgeois, but we're still on the air," Vicki said. "Bruce, anything you'd like to say?"

Bruce frowned. "No comment."

"I share in the sentiment," Gabriel said as he took Emilie away, Bruce following after them.

"Mr. Kaiser, why build a casino seemingly in honor of one of history's most notorious outlaws?" Vicki asked.

"Summer, please! Wild Joker is a classic symbol long associated with cards and games." Cameron insisted. "I can't help it if there's a passing resemblance to some criminal fruitcake."

However, in Arkham Asylum, a certain Clown Prince of Crime was not happy as he saw this on the news during lunchtime. Furiously, he threw his chair at the screen, breaking it into pieces.

"How DARE that smug PREENING fool try to cash in on MY image!"

Mac Gargan and Quentin Beck, AKA Scorpion and Mysterio, winced as they steered clear of the Joker's fury. Even before they had taken on their supervillain mantles, they had heard tales and seen the news of his prior rampages.

"Lighten up, will ya?" Gargan huffed.

"Don't go telling ME to lighten up, Scorpy!" Joker barked. "He's ripping me off! I'll protest! Yes, I'll sue! Then I'll rip his lungs out! And I will too!"

"I wholeheartedly believe that statement..." Quentin sighed.

"Hey, take it easy!" A guard said.

Joker suddenly got an idea and pretended to wobble around dizzily.

"Oooh...I feel dizzy...SICK! Need a doctor..."

"Hang on. I'll get Dr. Bartholomew." The guard said as he escorted Joker to the prison med bay.

"Yes. Hurry. Please." Joker fake groaned before smirking as soon as the guard left. "Sucker..."

Sneaking out of the med bay, the Joker stole a few pharmaceuticals before mixing them together as he soon found his opening. Throwing his concoction, he grinned as it melted a way for him to escape.

"Don't try this at home, kiddos!" He smirked. "Now to treat Mr. Cameron Kaiser to a real blowout opening!"

With that, he made his escape, not knowing or caring that Gargan and Quentin saw this as their own opportunity to flee Arkham and seek their own revenge at a later date...

Bruce had booked a room at the casino hotel and had quickly called in Alfred as well as Marinette, Adrien, Peter, Chloe, Alya, and Nino.

"I didn't mind driving down here at a moment's notice with your equipment, and I was happy to dream of a plausible alibi for Mayor Bourgeois, but staying in this horrid place pushes even my tolerance! Bad enough Vicky was covering, but…"

"It's ridiculous! Utterly ridiculous!" Chloe huffed. "It's all tacky and unflattering."

"Not to mention it gives me the creeps..." Nino muttered. "Joker is creepy enough on the news, but seeing all this memorabilia just set up as if to CELEBRATE him?"

"Yeah, it's like Cameron's secretly a backer for the Jokerz Gang or something..." Peter said.

"Actually, I don't think it was Cameron's original idea to build a Joker-themed casino," Bruce said as he pulled on the wallpaper to reveal a Camelot-style theme underneath.

"But why the deception?" Alfred wondered.

"Yeah, it would have cost him less to have the original theme without the ugly makeup added," Alya said.

"That's what we're going to find out, gang," Bruce said. "Let's suit up and get ready."

After suiting up in their hero outfits, the Miraculers hitched a ride on an elevator to Cameron Kaiser's personal penthouse room.

"And so, Detective Spider and his assistant, Dr. Batson investigate the mystery of the Joker Fanboy Casino," Spider-Man said in his best Sherlock Holmes impression.

"Hey, check this out!" Chat Noir pointed out.

The heroes saw a set-up for a Camelot-themed casino titled "Camelot". From the looks of it, it was the exact same build as the Joker's Wild.

Rena Rouge took out her flute and used it as a makeshift lockpick to open the desk drawer, finding a file. Opening it up, she spread them out on the desk for the others to see.

"Whoa..." Ladybug muttered, seeing the insurance papers and unpaid bills. "Mr. Kaiser really broke the bank here."

"That's not all." Queen Bee noted, seeing several news articles on the Joker. "He's quite the invested fan of that grinning ghoul."

Spider-Man suddenly perked up, his Spider-Sense tingling as he gestured for everyone to get out of there, taking the file with them before Kaiser's security guards came in.

Meanwhile, Joker strutted into the casino and couldn't help but whistle in admiration at everything dedicated to his image.

"Jumpin' Jimminy Crickets! It's an homage to me!" He beamed. "I feel kind of bad that I have to blow it up."

Suddenly, a croupier dressed up like one of Joker's henchmen walked up to the Clown Prince of Crime, thinking he was just another worker dressed up for the theme.

"Go on and open Table 6, we've got players waiting."

He handed Joker a box full of chips and dollar bills. Grinning in amusement, he realized this was a perfect opportunity to milk this situation for all it was worth.

"Well, you know what they say about what all work and no play do to poor ol' Jack..."

Making his way over to the open table, he set everything down and began shuffling the cards for the patrons.

"Good evening, folks! The game is Blackjack. Joker's rules, of course!"

He dealt everyone their hands and then dealt his own hand, checking it and then smirking as he showed that he had a King and an Ace, an automatic Blackjack.

"Well, well! Looks like I win!"

What the patrons didn't know was that he was stacking the cards in his favor. Though befitting his nature as an agent of chaos, he occasionally allowed one of them to keep their money by also giving them Blackjack in a Push.

In the security room, the guards were looking over the casino when one of them noticed the table Joker was dealing at.

"Mr. Kaiser." He called out. "That dealer's doing something screwy. I'm calling security."

"No, wait..." Cameron said as he got a closer look and smirked. "Let him deal."

Joker laughed as the patrons soon got annoyed and left, leaving one individual to come over and sit down at his table, placing down a few hundred to play.

"Well, well, well..." Joker smirked. "Gabriel Agreste! Y'know, I really gotta thank you for my usual threads. Nobody makes polyester look as fashionable as your company!"

"I guess even the criminally insane can appreciate fashion." Gabriel hummed, keeping a cool facade against the notorious criminal and murderer. "Though if I were you, I'd be a bit offended by the surroundings."

Joker twitched briefly, dropping his cards mid-shuffle before shaking his head.

"Don't care for the decor?"

"As CEO of one of the highest fashion companies in the world, I have an eye for detail," Gabriel said. "And I honestly don't know what Mr. Kaiser was thinking, modeling a modest casino like this after such a grim character."

"Don't hate me because I'm beautiful." Joker sneered.

"I can hate you for a lot of other things." Gabriel pointed out before placing his bet. "Hit me."

Joker scoffed and dealt Gabriel his hand before showing his hand and gasping in delight.

"Twenty!"

Gabriel smirked as he showed his own hand: an Ace and a King, a Blackjack.

"Twenty-One Blackjack."

Joker gawked in surprise before composing himself as he gave Gabriel his winnings. The fashion mogul then stood up and tossed a few chips his way.

"Good game."

Joker grumbled in annoyance before pocketing the chips in his coat and deciding to see if the Craps table had some suckers he could pilfer off of instead. As for Gabriel, he went over to Nathalie, Emilie, and Monsieur Gorilla, showing that he had managed to change his hand to beat out Joker's while he was distracted.

"It's HIM, alright. He's not even being subtle."

"Should I alert security, Mr. Agreste?" Nathalie asked.

"No, that'll cause a panic. Everyone else here thinks he's just another worker looking the part for the casino's theme." Gabriel said. "Monsieur Gorilla, please take Emilie out of here. I have a bad feeling about what that lunatic wants with this place."

"And me, sir?" Nathalie asked.

"Follow me. I have a plan on how to do damage control...even though I know our mutual friends are already preparing things on their end."

The Miraculers had made their way to the casino, looking around for the Joker. If he wasn't already tearing the place apart, he was probably robbing the place with nobody any the wiser.

"Gotta let the Spider-Sense handle this..." Spider-Man said, focusing his senses before he pointed forward. "There! I see him!"

It was at that moment that the patrons noticed the heroes and began muttering in surprise at them being here. As for the Joker, he realized Spider-Man had singled him out while he was acting as the dealer for the Craps table.

"Whoops! Time to cash out!"

With that, he snatched all the chips on the table before making a break for it. The Miraculers quickly chased after him as he headed over to a stand showing his old Joker-mobile, which he hopped into.

"The nerve of that Kaiser, using my old ride as some cheap prop!"

Using his joy buzzer, he hotwired the car as he began driving around the casino, knocking over slot machines and spilling the contents as the patrons quickly got distracted scooping up as much as they could carry.

"He's really nuts!" Carapace noted.

"You get used to it..." Batman sighed.

Using his Grapple Gun, Batman swung across the ceiling lights to glide over and land on the Jokermobile. Noticing this, Joker hit the brakes, making his nemesis fall into the passenger seat as he laughed. Before Batman could pick himself up, Joker hit the gas again and sped out of the casino.

As the Joker-mobile went screaming through the streets, Joker pulled on the ejector switch and rocketed out of the car, leaving Batman in the out-of-control vehicle about to crash into the pier.

Acting quickly, Batman leaped out of the car as it went sailing out and into the water, where it promptly exploded. As the Dark Knight picked himself back up, he saw Joker gliding back to the Joker's Wild casino on a parachute.

"Peter, I need you to confront Mr. Kaiser. Ladybug, Chat Noir, Rena Rogue, Carapace, Queen Bee, you five keep guard around the casino. Make sure Joker doesn't try anything else."

Sneaking back into the casino, Joker disguised himself as a caterer and began carrying a table through the rooms until he arrived at an area still under construction, which had a giant roulette wheel being held by a metal effigy of himself.

"I wouldn't take odds on this place lasting the night."

He took off the tarp on the catering cart to reveal he had snuck high-grade explosives, powerful enough to level a building, which is just what he was planning on doing.

Unbeknownst to the Clown Prince of Crime, Cameron Kaiser was spying on him from his penthouse via the security cameras. He then took out his phone and made contact with the helipad.

"I want my personal copter ready for take-off in twenty minutes."

Opening up one of his drawers, he began stashing billfolds of money into his suitcase before preparing to make his leave, only for webs to pull it out of his hands as he gasped.

"Why the rush? You know, people who quit miss out on their lucky roll in these casinos."

Spider-Man flipped down, holding the briefcase in his hand.

"What do you want from me? You've already made a mess of my casino." Cameron sneered.

"Funny thing, it seems to me like you WANT this joint trashed."

"After spending a whopping three million dollars to build it?" Cameron pointed out. "That's not good business, my friend."

"We've seen the unpaid bills."

Cameron gasped when Batman appeared from the shadows, having hurried over as soon as he could. The Dark Knight showed the files the heroes had snatched earlier and presented them to Kaiser.

"Building this casino has bankrupted you. That's why you turned it into a target for the Joker. Once he destroys it, you'll collect the insurance money."

Cameron sneered. "You hit the jackpot, Batman. But I've come too far to be stopped now!"

Suddenly, the two heroes were violently electrocuted by a hidden trap in the floor and fell over in smoking heaps. Alerted to this, Kaiser's security guards ran in.

"Whoa! Batman and Spider-Man!"

"What should we do with 'em, Boss?"

Cameron smirked. "Send them down with the clown."

Joker had just about finished setting up his bombs when he heard the elevator chime. He got into a good hiding place before seeing Batman and Spider-Man's unconscious bodies lying there when it opened.

"Well, well, looks like I scored the jackpot!"

He tied up the two heroes and put them in the roulette, waiting for them to wake up, which they soon did.

"Wakey-wakey! Thought you'd like to be conscious for your own demise. I really put some effort into this one!"

Batman and Spider-Man weakly looked around to see all the explosives Joker had primed to level the entire building.

"Once I spin the wheel, you, the casino, and that strutting fool Kaiser will all be blown sky-high!" Joker declared. "Not bad, eh?"

"You won't get Kaiser. He's been playing you for a patsy." Batman said.

Joker looked confused. Smirking under his mouth, Spider-Man decided to be the one to lay the punchline on the evil clown.

"He's counting on you to wreck everything so he can collect the insurance. By the time you get clear, Kaiser will be miles away, laughing at YOU."

Joker scowled, especially since he could see the infuriating taunting smirk on the Wall-Crawler's face. If there was one thing he hated, it was being the butt of the joke. After all, he was the one who did the jokes around here!

"I hate it when you make sense!" With those words, he disarmed the explosives. "I'll settle my score with Kaiser, man to clown, but that still doesn't let you two off the hook."

The Clown Prince of Crime spun the giant roulette wheel before taking out a grenade with a smiley face on it as he pulled the pin and tossed it in with the two heroes.

"How about that? Looks like your number's up!"

Laughing, Joker rushed off to stop Kaiser before he could escape. As for Batman and Spider-Man, the two struggled against the centrifugal force of the roulette wheel before Spider-Man aimed his wrist and fired a precise web right as the grenade crossed his sight, pushing it into the mouth of the Joker effigy and destroying the whole thing, freeing the Dynamic Duo.

"Nice shot," Batman said before contacting the Miraculers. "Ladybug! Chat Noir! Rena Rogue! Carapace! Queen Bee! You need to get to the roof!"

At the helipad, Cameron made his way to his personal helicopter and boarded it.

"Get me out of here!"

"Yes, sir!"

The helicopter took off right as the Miraculers arrived after getting the message from Batman. They then noticed an unconscious man lying nearby and moved to help him.

"What happened?" Chat Noir asked.

"Some crazy guy jumped me and took my copter." The man said before gasping. "Mr. Kaiser's up there!"

It was at that moment that Cameron noticed the copter wasn't leaving the casino.

"What are you circling for, you fool?"

"It was a scheme worthy of ME, Kaiser..."

Cameron gasped when he realized the pilot was actually Joker in disguise. The Clown Prince of Crime then took out a revolver and aimed it at the desperate millionaire.

"The way you got me riled up and sent me loose on this place! After thinking it over, I have to admit that was a good one!"

"Y-You were supposed to destroy the casino!" Cameron said.

"Yeah, but after I realized you set me up, I figured it'd be a good idea to run the joint myself after getting rid of you!" Joker retorted. "After all, I always wanted to run a business."

"B-But you can't!" Cameron pleaded.

"Oh, Kaiser, PLEASE!" Joker scoffed. "You of all people should have known there would be a JOKER in the deck!"

"MIRAGE!"

Confused at the new voice, Joker turned to see another copter flying right for him and yelped as he swerved out of the way, causing Cameron to scream as he tumbled out, only to be caught by Ladybug as he swung on her yo-yo.

"Looks like your luck ran out, Mr. Kaiser!"

Joker realized the other copter was an illusion courtesy of Rena Rogue and grumbled in annoyance.

"Honestly, Bats! What is with you and all these pajamaed little kiddies you've been picking up lately?!"

"SHELTER!"

Joker suddenly found the copter moving into a turtle shell-themed hexagonal shield that made it crash, making him grunt as he jumped out and used a parachute to retreat into the casino.

"Not exactly the kind of magic tricks I enjoy, but you gotta admit, those kids have variety."

"VENOM!"

Joker felt his body seize up as a stinging sensation went over him, making him tumble and crash into a nearby slot machine, which spun and landed on three Joker faces, winning the jackpot as the winnings spilled all over him.

"What a laugh! The great and terrible Joker, beaten by an up-and-coming superhero star." Queen Bee smirked as she sauntered over.

Joker grumbled in anger as he lay in pain on the ground, as Batman walked over with a smirk on his face.

"Next time, Bats, I want it to be just you and me!"

"No promises."

"And so it ended for both ex-billionaire Cameron Kaiser and the Joker."  Vicki Vale reported on the news.

"Bah!" Joker grumbled. "Those brats have really been spoiling the game Batsy and I have had. The Ol' Webhead I could tolerate. After all, he's got a comedian's heart that I can respect. But those brats?! Lovesick kiddies who jump to the punch line? What do they even know about comedy? Puns? Please, a toddler could do better! And they're not even trying to hide who they are!"

The Clown Prince of Crime then took a deep breath and recomposed himself as, now that he was in solitary…again…he pulled out a dartboard decorated with pictures of Adrien, Chole, Nino, Alya and Marinette he'd picked up from Social Media before kicking a hidden dagger out of his shoe and aiming to toss it,

"It's actually kind of funny…in an amateurish way." He then chuckled halfheartedly, before his signature grin overtook his face. "Oh well. I always did like giving comedy lessons." He smirked evilly. "And next time I get out? Oh, what fun we'll have!"

He then threw the knife, which landed directly in the bullseye.

"HAHAHAHAHAHAHAHAHA!"

Chapter Text

"Do you enjoy doing this? Humiliating and dishonoring the family?"

"Mother, please…" Kagami tried to get a word in; she'd come second in the fencing tournament, losing in the final round.

"No excuses." Her mother, Tomoe Tsurugi, cut the young woman off. "We are descended from great samurai, warriors, leaders, and scholars. It is expected of us to succeed. Not lose like some airheaded blonde who got in through money."

"Mother, Adrien is my rival for top student in the club!" Kagami snapped, not willing to let those words slide…at least until her mother shot her a look. "I…I apologize."

"I have other matters to attend to," Tomoe said. "Find some way to kill some hours, I'll see you tonight."

And she walked out of the arena without another word or glance at her daughter

"Yes, mother..."

Unknown to both, Marinette and Adrien had seen the whole affair unfold.

"So…there is some truth to the Asian parent stereotype?" Adrien weakly asked.

"Seems that way."

Seeing as the mother had left, the two Miraculers decided to try and comfort Kagami.

"Listen, I don't know what your mom said, or what she believes, but when it comes to the match, she's wrong," Marinette said gently.

"Pardon?"

"You did great! It takes talent to come in second." Adrien said. "I mean, I barely even made it to the semi-finals!"

"Second isn't enough. I'm supposed to be better." Kagami said, frustration clear in her voice. "I'm supposed to be the best. I'm supposed to win at everything."

"Says who? Your mom?" Marinette said. "No offense, but her standards are way too high."

Adrien nodded. "My mom says that no one is going to win every game that they play."

Kagami smiled sadly at that.

"You're lucky…."

She then spied her mother's car driving away through one of the windows

"Everything I ever do, I do for my family; to make my mother proud… To honor Martha Wayne."

That got Marinette and Adrien's attention.

"She was my godmother. I don't remember much of her, but Mother told me stories; stories of them in a horrid, horrid place that did good. Where ugliness became beauty… Where they found the strength to become the women they became… But now? Now Martha's been gone for years. I'm still here for Mother, but she's rising while I'm still struggling. Failing." She sighed. "Sometimes? I wonder if Martha's looking down from above through Bruce's eyes. Or even mother's… What would she think of me?"

She was so lost in reflection, she almost didn't realize she was being embraced.

"Well..." Marinette gently said as she hugged the girl. "We think you're pretty great."

Kagami felt tears welling up in her eyes as she took deep breaths, trying not to appear weak. Adrien wrapped his arms around her as well, joining Marinette in hugging the touch-starved girl. Kagami finally let her tears fall and returned the hug.

Off to the side, Alfred, who'd been recording the match for Bruce, who was in a meeting, smiled at the scene…and then frowned, remembering the girl's mother and seeing how she treated her daughter.

"Martha would be as proud of that girl as she would of Bruce…and saddened by what you've become, Tomoe."

"Did I tell ya? One getaway jump to the next building and we're a million bucks richer!"

"This ain't no million-buck haul. Not after Tombstone gets his cut, anyway."

"Aww, shaddup and jump, O'Hirn!"

Flint Marko and Alexander O'Hirn, two thugs in the employ of Tombstone of the Big Men, were making away with their ill-gotten gains from a local jewelry store. However, a certain Wall-Crawler was going to make sure they didn't escape.

A web suddenly grabbed O'Hirn and tied him up, Flint groaning in resigned annoyance when he realized who it was.

"Aww, no, not again!"

"Yup! Again!" Spider-Man chuckled. "What is this, Marko? Like the fourth time this month?"

"Just wait till I get my hands on you, ya skinny little creep!" O'Hirn snapped.

Flint sighed as Spider-Man jumped down to deal with him next. He knew he wasn't going to win against the Webhead, considering how many times he and his buddy had already been thrashed by not just him but also Batman and those new 'Miraculer' kids that had been making rounds lately.

"Seriously! The fact that we're getting our butts handed to us by kids who look like they aren't even out of high school? Times have changed..."

At the police station, Flint and O'Hirn were stewing over their defeat when their cell doors opened.

"Bail's been paid." Harvey Bullock said. "Guess you chumps got some real loving friends if they keep insisting on bailing you out all the time."

As they left the station, the two crooks saw a limo waiting for them. Heading inside, they realized their boss, Tombstone, was waiting for them. Sitting next to him was his right-hand man, Hammerhead.

"Sorry, boss. We just haven't been doing well since the Spider-Freak's friends made the scene." Flint apologized.

"Don't worry, boys," Tombstone assured. "Because, in light of recent events, you're both about to move up in the world."

Flint and O'Hirn were confused as Tombstone drove them to a secret underground laboratory.

"We got in touch with some friends overseas for this," Hammerhead explained. "They have a nice outfit tailored to your tastes, O'Hirn."

O'Hirn grinned as he looked at Flint excitedly, while his best friend looked a bit unsure. The two punks then entered to see a giant battle suit with some resemblance to a rhino.

"Whoa..." O'Hirn whistled. "That looks tough!"

"Indeed. It will increase your strength a hundredfold, grant you all the physical attributes of a rhinoceros, and make you outright unbreakable." Tombstone said.

"I love it!" O'Hirn smirked. "I always did like rhinos as a kid."

"So what? You're giving us superpowers now?" Flint asked. "Like Electro and Molten Man?"

"In a way, yes," Tombstone said. "Though you will both need to be properly conditioned for what we have planned."

"And that is where I come in."

In stepped an older gentleman with messy grey hair and a moustache, wearing a lab coat.

"Professor Miles Warren. Our 'monster-maker', so to speak." Tombstone introduced the man.

"Hey, I think I saw you in the papers a few years back…" Marko mused, trying to recall the story in question. "Some kind of scandal with cloning and or mutation?"

"Half correct; the mutation aspect of the affair was my assistant, Herbert Landon," Warren explained, then turning his attention to O'Hirn. "This will be especially difficult for you, O'Hirn. There are some surgeries you need to go through to handle the suit. And once it's on? You'll never be able to remove it."

"But it'll be tough!" O'Hirn smirked. "And then I can finally take down Spider-Man and his friends, right?

"Not yet," Tombstone said. "After you're given this suit, Mr. Fisk has an important job for you."

O'Hirn grumbled but nodded his head. It would be foolish to go against any of the Big Men, but if this Rhino Suit could make him strong enough to eventually destroy Spider-Man, he'd take it.

As for Flint, he looked unsure as he took out a locket showing him in a group photo with O'Hirn, a lovely woman, and a smiling little girl.

"I'm doing this for you, Penny... The big score."

To cheer Kagami up, Marinette and Adrien decided to introduce her to the rest of their friends.

"Guys, I want you to meet my fencing mate, Kagami Tsurugi." Adrien introduced.

"Charmed." Kagami greeted cooly.

"Cool!" Nino smiled as he shook her hand. "Adrien's told us a lot about you."

"What has he told you?" Kagami asked, blushing slightly.

"Just that you're an awesome athlete," Kim said, Alix nodding in agreement.

Kagami bowed her head slightly, starting to feel very bashful now.

"He made you sound pretty cool." Ivan smiled.

"I must admit, your skills sound pretty impressive," Max said.

"Pretty impressive?" Kagami smirked. "Please, I can take you all down in my sleep."

"Oh yeah?" Alix challenged. "We'll see about that!"

"You're so pretty!" Rose gushed. "Are you really from Japan?"

Kagami nodded as she slowly began opening up to the rest of the gang. Marinette and Adrien smiled at each other, glad to see things were going well.

"Now we're talking."

They missed Alya shooting them a proud smile.

Meanwhile, Peter and Bruce were at the Daily Bugle with Jonah and Robbie, currently watching the news on John Jameson's return from space.

"Astronauts John Jameson and Claudie Kanté are scheduled to land here at Kirby Airport, the first time a space shuttle touchdown has ever been attempted at a commercial airport. With touchdown imminent, America prepares to greet its newest heroes."

"Congratulations, Mr. Jameson." Peter smiled.

"What are you congratulating me for?" Jonah asked. "I'm just his father."

"John's a great guy. You must have had something to do with it." Robbie said.

Peter smirked as he and Bruce shared a glance at each other, having the same thought.

"If you ask me, the apple fell pretty far from the tree."

"The astronauts are bringing with them a treasure trove for scientists, but the most promising discovery is Prometheum X. This new isotope is among the samples Colonel Jameson found on the newly discovered asteroid."

Also watching the news were the Big Men of Crime. Roman Sionis had managed to recover from his burns, but now his mask had been burned into his flesh, making his entire head look like a charcoal black skull. Though he was pissed for the first few days, especially at Chat Noir for not only doing it to him but also destroying his hand, requiring a prosthetic replacement, he eventually got used to his new look, finding it properly intimidating.

"Lonnie, are O'Hirn's tests done yet?" Kingpin asked.

"Just about. He's surprisingly accepted them." Tombstone replied. "And the suit fits like a glove. He's ready for deployment."

"Good. And hopefully, the test his dear compatriot Flint Marko shall undergo is a success as well." Penguin noted.

"Are our scientists following the broadcast?" Falcone asked.

"They're hanging on every word," Silvermane said. "Our men in the Life Foundation are looking forward to getting their hands on the Promethium X."

"Aww geez..." Eddie Brock sighed as he was driving to the airport, only to be stuck in traffic. "Story of the year, and look where I am. Honestly, what I wouldn't give for Spider-Man to web-sling me over."

He was hoping to get a look at the Promethium X before the Life Foundation got their hands on it, since they were helping in funding the space expedition and would no doubt want their cut of the goods.

In fact, just the other day Eddie had thought he lucked out getting an interview with the Life Foundation CEO, Carlton Drake: A contender for the new Tony Stark; young, handsome genius of a scientist with more money than anyone would know what to do with, a position that had 'opened up' due to Stark stepping away from weapons manufacturing and with the exposure of Professor Ivo's ties to the Big Men.

Eddie had done his research and started out like normal, asking for a recap on Drake's rise to power, why the company had the values and mission it did, the whole ball of wax.

Then he'd gone for the hard-hitting questions.

"And what do you have to say about the rumors of your connections to traffickers, the kidnapping and imprisonment of the homeless, and the higher security and secrecy on certain projects?"

Carlton had stopped the interview right then and there, having Eddie tossed out and saying:

"Have a nice life."

Next thing he knew, Eddie's rep was going down the toilet; Carlton sued him for malicious slander and, in doing so, had messed up a case Eddie's wife, Anne, had been working on. Anne had understandably been angry and filed for divorce, leaving Eddie now days away from forced relocation to a cheaper apartment

Luckily, Eddie kept his job and most of his co-workers at the Daily Bugle still vouched for him, including Peter and Alya. Jameson had even made a call to Carlton, telling him that Eddie had only asked questions the public wanted to know.

"You excited to get back home, Claudie?" John asked.

"Yes. Heavens knows Max gets worried about me." Claudie replied. "We should be entering the atmosphere soon."

Unbeknownst to the two astronauts, the Promethium X they had retrieved from the asteroid had something that had been hitching inside it, a LIVING thing. It slowly awoke from its slumber to find itself in some kind of case and quickly slithered out, revealing itself to be an organic black tar-like slime.

Knowing it couldn't survive outside for very long, it sensed the nearest signs of life and slithered into the pilot's cockpit, where it slowly began creeping up Claudie's leg. She didn't realize the sludge was already halfway up her waist until she touched it, causing her to scream when she realized what was on her.

"Claudie!" John gasped. "What is that stuff?!"

Claudie screamed as John struggled to keep steering the shuttle while also moving to help her get the black sludge off her.

Back on Earth, everyone at the Daily Bugle saw the live footage of Claudie panicking as John tried to help her.

"What is it? What's happening?!" Jonah asked, worried for his son as the screen went to static. "What's going on up there?!"

"This just in! Mission Control has lost contact with the shuttle! There's no explanation yet!"

"Mission Control, we're veering off-course!" John reported while struggling to free Claudie from the black sludge. "Our landing coordinates are not valid!"

He managed to pull the sludge off Claudie, but then it began thrashing about, trying to either escape his grip or go for him next.

With Miss Bustier's Class, the students were watching a live feed of the rocket's return to earth.

"This just in, the shuttle is heading toward the Metropolitan Melting Pot! Remain calm and wait for further instructions!"

Including how the landing was going wrong.

Max's eyes widened in shock and worry.

"Mom!"'

He leapt from his chair and raced out the door

"Max, wait!" Marinette called out, before taking out her phone and calling the bakery, praying things were slow enough for her parents to answer. Luckily for her, it was. "Mom, Dad? No time to explain; just get to the basement and DO NOT COME OUT UNTIL I CALL YOU BACK!"

She then hung up as she continued chasing after Max, eventually catching up to took a while, but Marinette did manage to calm him down enough for her to take him to the nurse's office. She stayed with him.

"Thank you, Marinette..."

"I know you're worried, I am too." She smiled sadly. "But running headlong won't do much good."

Max felt shame in his rash acts, but all Marinette did was smile.

"Besides, I'm sure all the superheroes in the city are converging to help as we speak."

That helped set both at ease.

O'Hirn smirked as he admired his new armored appearance. He had gone through some intense conditioning as well as quite a few injections to bulk up his body, but now he felt confident in his new powers that he could finally destroy Spider-Man.

"Look at you, O'Hirn! You look like you could lift a house!" Flint complimented his friend.

Suddenly, a call was heard as Hammerhead went to answer it. He nodded his head as he handed the phone to O'Hirn.

"It's the Kingpin, he wants to speak with ya."

"Yeah?" O'Hirn asked as he carefully held the phone in his now larger hand.

"Alexander, or should I call you 'RHINO' now?" Kingpin called. "The job I had you undergo your recent transformation for is in effect. There's something aboard the space shuttle that is currently crashing that I need you to get for us."

"Sounds like fun," Rhino smirked. "And if that Wall-Crawling Wimp shows his masked mug...it's PAYBACK time!"

The shuttle continued barreling for the Metropolitan Melting Pot, the bridge point between New York, Gotham, and Paris. John had to hold off the alien sludge that was currently attacking him and Claudie as he tried to steer the shuttle away from the heavily populated area.

"NASA Control is now estimating that the shuttle will reach impact in the Hudson in the vicinity of the George Washington Bridge!"

"Let's go!" Jonah said urgently to Robbie. "We'll take the copter!"

"Jonah! They're not gonna allow any air traffic in that area!" Robbie pointed out.

"Robbie, my SON is on that shuttle; I don't care if God himself tells me to stay away."

Peter and Bruce looked at each other and nodded, heading off to get dressed in their costumes.

"Alfred, call in the Batwing. And make sure to take shelter in the panic room in case the worst happens." Bruce called.

The people driving on the George Washington Bridge had received the emergency alert and quickly abandoned their vehicles to get to safety. However, Brock was staying, wanting to make sure he got the perfect angle.

"Well, you only live once..." He sighed as he readied his camera before frowning as he thought to himself. "This craziness is probably why Annie left me."

As for John, he had managed to pull off the alien sludge to move the shuttle to the Hudson River, steering as best he could to make it land without risking crashing into anybody.

However, the shuttle's speed made it hard to turn, causing it to hit the George Washington Bridge and slide across. Rhino had just made it to the area and whistled as he saw the crash up close.

"Now that's a real mess right there!"

Brock had also taken cover, managing to avoid getting hit by the plane as he readied his camera. Nearby, Spider-Man and Batman arrived, the latter flying in the Batwing and assessing the damage.

"Peter! Check and see if the pilots are alright!"

Spider-Man nodded and entered the shuttle, looking around for John and Claudie. He soon found them both unconscious, not noticing a certain black sludge slithering away and out of the ship.

"Good heavens..."

"Well, well, well! What have we here?"

Hearing the familiar voice of Alex O'Hirn, Spider-Man whirled around, only to get backhanded by a heavily-armored fist, slamming him into the wall and causing the shuttle to tilt slightly, threatening to fall into the river.

"O'Hirn?!"

"Not anymore..." Rhino smirked as he towered over the vigilante he hated more than anything. "CALL ME RHINO!"

Despite his size, Rhino had managed to sneak onto the ship and get the Promethium X, but when he noticed Spider-Man, the opportunity was too good to pass up.

"Well, 'Rhino', got a claim check for that bag?" Spider-Man asked, gesturing to the briefcase containing the Promethium X.

"Why don't you check THIS?!"

Rhino charged, trying to impale Spider-Man on his horn, only for the Wall-Crawler to leap out of the way as the shuttle shook some more.

"Hey, pal, watch it! Or we'll both be going for a swim!"

Rhino scoffed and smacked Spider-Man again, knocking the wind out of him as he tore off a chunk of the shuttle and prepared to finally crush the Web-Head.

"Rhino! Have you got the Promethium X?" Kingpin called in.

"Yeah, but-!"

"Then bring it back! The authorities will be here at any minute!"

Rhino struggled but ultimately relented. After all, even with his newfound power, it wasn't wise to get on the bad side of the Big Men.

"Coming, boss..." He stomped his foot on Spider-Man. "We'll finish this some other time, you skinny little creep."

He began to climb out, leaving the unconscious Spider-Man behind. He then leapt out of the shuttle and made his escape, but what he didn't know was that Brock had seen him.

"What in the world?"

Quickly, he snapped several pictures of Rhino smashing through the abandoned cars before looking at the shuttle. Frowning, he carefully climbed in while praying to whatever god was watching that it wouldn't fall off the bridge and into the river.

As for Batman, he was piloting the Batwing and quickly fired a hook that latched onto the shuttle. He then flew it over to right it on the bridge, allowing it to no longer be in danger of tipping over and falling.

Back with Brock, he found Spider-Man unconscious, along with John and Claudie, both of them slowly coming to. Knowing he couldn't leave them behind, the journalist quickly picked up Spider-Man, John, and Claudie, using all his strength to carry them out.

"Good thing I work out or this would be a whole lot harder...!"

Batman landed the Batwing and rushed over, helping Brock set down Spider-Man and the two astronauts. The latter two were in an unconscious state of shock but otherwise fine. His partner, however, was battered and needed medical attention...and worse yet, he wasn't breathing.

True fear gripped the Batman; memories filled his head before he shook them away. He instantly began doing CPR, not stopping and ignoring anything else until Spider-Man jolted suddenly and coughed heavily.

"Thank you." The Caped Crusader managed to say to Eddie once he saw his friend was in the clear.

"Hey, you two do good." Brock waved off the whole affair, then remembered the pictures. "Say, if it helps you out?"

He showed the photos he'd taken of Rhino escaping with the Promethium X in tow.

"Alexander O'Hirn." Batman realized. "Small-time crook with a rap sheet as long as the Empire State Building is high. The suit is new…"

"You think there's a supervillain market or something?" Brock asked.

"I wouldn't be surprised at this point." Batman mused as he used the camera in his cowl to create duplicate photos. "I'll look into these myself. You should get the originals to Jameson before he accuses Spidey of something he didn't do."

Brock nodded as the Caped Crusader worked to tend to Spider-Man and the astronauts and headed off, eager to return to his apartment and nap this exciting evening off.

What he didn't realize was that the black alien sludge that had instigated the whole incident had snuck onto his pant leg, carefully holding on to him and eventually slithering onto his back and subtly bonding with him, disappearing under his skin...

Rhino had brought the Promethium X to the scientists at the Life Foundation under the employ of the Big Men and had gone to meet the rest of the 'Supervillains' working for them.

"Welcome to the club, pal." Electro chuckled. "Will your buddy be joining us soon?"

"Don't know what they've got planned for Flint. But I have a feeling it's gonna be good." Rhino smirked.

Molten Man was keeping to himself, a sorrowful look on his face, while Shocker and the Enforcers stood by.

"I dare say, we're making quite the colorful collection of criminals," Vulture noted. "I wonder what Fisk and the other Big Men will have planned for us."

"Mother and Colonel Jameson are going to be alright..." Max sighed as he hung out with Kim and Alix at the latter's house. "They're in shock, but they'll recover soon."

"Sorry this all happened, buddy," Kim said, patting his friend on the back.

Markov, Max's robot companion, nuzzled up to his creator and best friend's cheek, making him smile as he held him close.

"We're here for ya, nerd. Don't worry about it." Alix said, wrapping an arm around Max in a half-hug.

Chapter Text

A few days after Rhino's successful claim of the Promethium X, it was now Flint Marko's turn to receive an upgrade. Currently, he was standing in the middle of a large sand pit with a large device surrounding it.

"So what is this supposed to do?" Rhino asked as he and the rest of the Big Men's supervillain henchmen were gathered with Tombstone, Miles Warren, and Hammerhead.

"The subject is supposed to be imbued with millions of microscopic silicone granules," Warren explained as he went over the data. "Creating a subdermal silicone armor that allows him to bypass metal detectors and become impervious to all physical harm."

"Is that a good thing?" Flint asked, having also heard in the test chamber.

"Yeah," Hammerhead smirked. "Means nothing and no one can hurt ya, including Spider-Man and his little friends."

Flint nodded his head before steeling his gaze as Warren activated the machine, a particle accelerator that spun around the test chamber, causing the sand to kick up and spin around Flint in a tornado.

O'Hirn started becoming antsy as the accelerator sped up, causing the sand tornado to become more intense. Suddenly, his eyes widened when he heard Flint screaming in pain as electricity seemed to spark from the machine.

"Hold on!" Warren said. "It is simply a slight energy malfunction!"

As Warren got the machine under control, the spinning eventually stopped, and the tornado died down...to reveal Flint was gone.

"Hey...HEY!" Rhino cried. "WHAT DID YA DO TO HIM?!"

"Easy, O'Hirn," Tombstone said calmly, trying to placate Rhino. "It is possible that-"

Rhino angrily stormed into the chamber, ripping the door off its hinges as he desperately jumped down, digging through the sand to find his friend. He then saw the locket that Flint always had on him, and his eyes softened.

"Oh no..."

Gently reaching for the locket, Rhino's fingers actually snapped it open, revealing the picture of a little girl.

"Penny…I'm so sorry…"

Rhino, believing his best friend was dead, hung his head in sorrow as Warren shook his head in disappointment, while Hammerhead looked slightly worried. Tombstone, for his part, just put a finger to his chin.

"I-Is he gonna be okay?" Molten Man asked.

"Perhaps it's best we give him time to mourn," Vulture said calmly as most of the supervillains left.

As Rhino held the locket gently in his large hands, wondering what he was going to do now, he suddenly noticed the sand seemed to be...shifting. Shaking his head, he tried to see if his mind was playing tricks on him before he saw that, yes, the sand was starting to move, slithering like a snake and taking leaps before beginning to gather.

Tombstone, Warren, Hammerhead, and Rhino all watched as the gathered sand continued to rise before taking on a vaguely human shape as it tried to rise up, only to fall apart. After a few seconds, the sand rose again, taking a clearer human shape as it formed a mouth and took a deep breath.

"Flint..?" Rhino asked hopefully.

The sand figure looked at itself, though only the vague outlines of a face could be seen; it looked distressed as it covered its face in its hands. It then turned to Rhino, the eye outlines looking helpless before noticing the locket he was holding.

Realizing the figure was looking at the locket, Rhino nodded his head and gently held it out to it. The figure reached for the locket, but when it tried to grab, its arm broke off. The figure then steeled its gaze as it reached out again, this time forming a perfect solid hand as it grabbed the locket and gently held it in its fingers.

The figure stared at the picture in the locket forlornly before soon holding it close and beginning to rise, forming legs and a more solid body as it soon transmuted into a flesh and blood form, revealing Flint Marko standing tall while holding the locket close.

"Flint..." Rhino said in relief. "You're alive...!"

"Looks like the experiment was a success after all," Warren noted calmly with a hint of surprise.

"So...what are we gonna call ya now, Marko?" Hammerhead asked.

Flint looked at himself as the last of his sand form faded away before he gained a determined expression.

"Flint Marko was a nobody...but now everyone is gonna know the name SANDMAN!"

The other supervillains were surprised to see that the experiment was a success, as the newly christened Sandman was given a job.

"There's a brooch being delivered to the museum that holds significant value," Kingpin explained. "It is being delivered this afternoon, and we need you to retrieve it for us."

"What's so special about a brooch?" Sandman asked.

"It stands to reason it holds similar power to that of those used by those new Miraculer children who have been making waves lately," Kingpin said. "With it, we can potentially even the playing field on them."

"Hey, I ain't signing up to fight kids," Sandman said. "All I'm interested in is the big score."

"And you will get it, Marko. That, I assure you." Kingpin said. "But we need you to retrieve the brooch, or it will all be for nothing."

Sandman looked to Rhino, who shrugged his shoulders as the newly-transformed supervillain sighed.

"Alright, tell me where the van is."

Meanwhile, a little get-together was being held at the Grand Paris.

Mary Jane had convinced Chloe to do it, inviting Sabrina and Marc over, saying it would help her open up more to socializing. Right now, they were painting each other's nails when Sabrina noticed Marc was staring at his phone, shaking as he looked at Nathaniel's contact info.

"What are you waiting for? Call him," Sabrina urged.

"You make it sound like it's easy," Marc whimpered. "Everyone tells me I should do it, but what if he resents me for this?"

"Marc, Nathaniel is your friend. He wouldn't ruin it over something like this," Sabrina assured.

Marc gulped and pressed the call button. As it rang, Marc mustered up as much courage as he could as he put Nathaniel on speaker.

"Hello?"

"H-H-Hi Nathaniel," Marc said, feeling ready to puke. "It's m-me. Marc."

"Marc, are you okay? You sound nervous. What's wrong?"

Marc gulped. "Oh, nothing. I was, uh, I was just wondering if you would, um, maybe want to, um…..goonadatewithmethissaturday?!"

Marc did it. He blurted out quickly and felt ready to puke all over Chloe's bed, but he did it. He asked Nathaniel on a date. Now, all that was left to do was wait for Nathaniel's answer.

"I'd love to! How does eighteen o'clock sound?"

Marc was dumbfounded and ready to faint. Nathaniel said yes. But now it was Marc's turn to answer. Marc took a deep breath and responded. He did his best to calm down. Now was the time to act casual and ignore his sweaty palms

"Eighteen sounds perfect."

"Great. I'll pick you up then. Wear something nice if you can."

Marc fell backwards onto Chloe's bed, completely devoid of any color in his face, and ready to pass out. The three girls squealed as Mary Jane picked Marc up and hugged him.

"You did it! You finally did it!"

"Thanks, MJ!" Marc wheezed as he gasped for air. "Now, could you stop trying to break me in half!?"

Mary Jane giggled as she let go, while Chloe actually felt a kind of pure excitement and joy that she had never felt before.

"Still, you did it! You asked Nathaniel out, and he said yes!"

"Yeah, that took guts. Lots and lots of guts." Sabrina added. "More guts than all of us."

Marc sighed with relief as he plopped back down on the bed.

"How did you find this place again?" Chat Noir inquired.

"Stopped a purse snatcher," Spider-Man explained as the two of them, along with Batman and Ladybug, enjoyed what could possibly have been the single best wrap place in all of New York. "Real hole in the wall, but…"

"I think your folks have competition," Batman smirked to Ladybug, who seemed torn between savoring her wrap and trying to hate it.

"Only in savory." She rebutted. "Only in savory."

"Good thing, though," Chat Noir smirked. "Such sweetness rubbed off on you, milady."

Ladybug blushed and coughed.

"C-Chatton! Not with…!"

"Oh, just start dating already, please!" The Web-Head begged, even getting on his knees and pleading. "Seriously, you two are so cute together, the continued ship tease is giving me diabetes!"

"That is not possible, but I do share the sentiment." Batman smiled. "Speaking from personal experience? Be a little selfish for once. It'll do you a world of good."

The two younger heroes smiled awkwardly and seemed to move to hold hands…when the four spotted a large flying cloud of sand soaring through the air before zeroing in on a passing delivery truck.

"Of course..." They all sighed, heading in to investigate.

Meanwhile, the van's driver noticed in the rearview mirror that a large shadow was forming on the roof of the truck.

"Hey! We got something on the roof!"

Suddenly, the figure on top of the truck punched through with a giant fist of sand, knocking out the guard positioned there before diving down and looking through the cases stashed before finding what it was looking for and punching it open, revealing a brooch shaped like peacock feathers. As he prepared to take it, Spider-Man jumped in.

"Jigs up, pal!"

"Well, well, well, if it ain't my old pal, Spider-Man!"

"Marko?!"

Sandman smirked as he threw surprisingly heavy punches at the Wall-Crawler, who dodged them easily enough before throwing a punch of his own...only to get it stuck in his opponent's sandy body.

"Uh-oh..."

Sandman grinned as he enlarged his sandy fist before punching his hated enemy out of the back of the truck. Luckily, Batman was there on his Bat-Cycle to catch him.

"Flint Marko again?!" Ladybug asked in disbelief as she and Chat Noir ran by on the rooftops.

"And it looks like he's got superpowers!" Chat Noir said. "No matter, he doesn't have a sand of a chance!"

"Chatton..." Ladybug groaned; she adored his enthusiasm, but the gosh darned puns…!

Batman then helped toss Spider-Man back into the truck as he tried to hit Sandman again, only for him to turn into sand and have the attacks go through him. The newly empowered villain then smirked as he shot out of the hole he made in the roof of the truck on jets of sand from his legs as he held the brooch.

"Sorry about that, Spidey! But I've got a job to do!"

With that, Sandman flew off, laughing as Spider-Man cursed before realizing the truck was out of control and quickly got the guards out, allowing Ladybug to swoop in and save one while Chat Noir got the other one.

Unfortunately, the truck crashed into a nearby lamp post, launching Spider-Man out of the truck and spilling residue sand that Sandman had left behind all over the place. Groaning, the Web-Head took a moment to pick himself up as Batman stopped the Bat-Cycle to help him up.

"Seems Flint Marko got some help the same way O'Hirn did." The Caped Crusader noted.

"I don't get it. Marko was always about robbing banks. Money was his primary motivator." Spider-Man muttered. "Why would he go to all this trouble with his new power just to steal a brooch?"

"I have a hunch it's not just an ordinary brooch he was stealing..." The Caped Crusader mused. "And I know just who to ask to make sure."

"The brooch that was stolen is the Peacock Miraculous," Fuu explained an hour later when the four heroes came to see him. "It has the power of turning feelings into living creatures. In the best case? It can help barren women bear children. But…"

"Of course there's a but..." Adrien sighed.

"It was damaged almost 20 years ago," Fuu explained.

"Oh no!" Marinette gasped. "Will the Kwammi be okay?"

"Duusu will be okay. But no one, and I do mean no one, is to wear or use the Peacock Miraculous until it is fixed." Fuu said. "Now all she creates is 'Sentimonsters'; beings ruled by the emotion that spawned them and nothing else; from what I hear in certain circles, being a magic guardian and all? That Superman fellow in Metropolis…"

Adrien and Marinette's eyes glowed in excitement and glee at the mention of the 'Big Blue Cheese' who'd popped up a few months ago. Peter made a mental note to see if he could find anything on that but Bruce remained stoic, his thoughts on Superman undetermined.

"Alongside a few other heroes dealt with a sudden swarm of them before it was in motion to move… And now Duusu is in the hands of criminals..."

"Then we gotta find a way to save her!" Adrien insisted.

"We need to come up with a plan. Marko is under the employ of the Big Men of Crime, after all." Bruce pointed out. "We need to play things smart if we're going to get the Miraculous back."

"Maybe we can ask…?" Marinette asked

"Those heroes don't exactly have contact, Mari." Peter gently noted, shooting Bruce a look.

"I'll see what I can find, but don't hold your breath."

Thanking their mentor for the information and tea, the two teens and two young adults soon left as Fuu sighed.

"You can come out now, Gabriel."

Gabriel Agreste stepped into the room, a sad smile on his face, as well as Nooroo's..

"Does your wife know you're here?"

"Indeed, she does," Gabriel said, handing Fuu a small to-go box. "And…she knows about the brooch."

An uncomfortable silence overtook the two men before Fuu smiled.

"Seems your son takes after you."

Gabriel chuckled mirthily.

"He's far more selfless than I ever was."

"The Langstroms and Romanovs would declare otherwise." Nooroo reminded his master.

"Indeed, Hawkmoth." Fuu teased before frowning. "Gabriel, don't blame yourself for that fool's actions; you couldn't have known…."

"That fool is…" Gabriel began before recomposing himself. "…WAS my brother-in-law. And the father of my nephew; possibly the last and or ONLY good thing he made before…"

He couldn't finish.

"Will you aid the children?" Fuu asked.

"If I can, yes," Gabriel swore. "Regardless of what happens? Those four WILL get back home."

He then looked at Nooroo, who nodded in understanding.

"DARK WINGS, RISE!"

And in a flurry of dark butterflies, they had vanished, leaving Fuu alone and hoping for the best.

Chapter Text

Years Ago...

One morning at Bill Finger Elementary, many of the kids were curious about why Bruce Wayne hadn't shown up yet. This curiosity only grew when the phone rang.

"Hello, Bill Finger Elementary? Miss Keene speaking." Their teacher answered. "Yes, this is…Mr. Pennyworth? What is…? What…? I-I'm so, so sorry to hear. Yes, of course. Thank you. Goodbye."

When the teacher came in with a solemn look on her face, the children knew something bad had happened.

"Miss Keene?" Peter asked.

"Students, Bruce has taken a leave of absence for the week. He..." The teacher took a breath. "Mr. and Mrs. Wayne died last night."

Many of the kids gasped upon hearing that. Thomas and Martha Wayne, two of the most influential people in all of New York-Paris...dead?

"I hope you all give your best wishes to Bruce. He needs time to grieve, and we must all provide as much support as we can."

The atmosphere was dampened by this sad news, so Miss Keene decided to turn on a movie for her students.

One young girl in the class, Selina Kyle, devised a plan to visit Bruce; hopefully, he was okay to see visitors...

Rolad Dagget, one of the most successful businessmen in Gotham surpassed by only Wayne Enterprise and Oscorp, overlooked a block of Gotham as a countdown reached 9:00:00. The moment it did, explosions shook and burnt the block, leaving nothing but destruction and carnage…or at least it would've if it had been real; what Dagget was looking at was simply a model.

"You do good work, Mr… What did you say your name was?" Dagget asked.

"Nitro." The nerdy-looking man explained. "On account of explosives are my thing."

Dagget smirked at the man's giddiness to do his job; if only more of his employees were like that.

"I assume Crocket explained the terms of your employment, Mr. Nitro?"

"Sure did," Nitro smirked as he pointed to a certain spot on the model. "There's an old gas line running under the whole block. I make it look like the pipeline ruptured so it can't be traced to you, letting you buy the property out."

"And that the job is to be done while I give my speech to the Better Business Council?" Dagget emphasized. "9:00 exactly."

"Trust me," Nitro assured his employer as he handed him a specially made pocket watch. "When the hands on that watch meet 9:00? BOOM!"

The cruel businessman just smiled: For months, he had been trying to convince the City Council and the Zoning Board to allow him to raze and destroy a certain block within Gotham City: A block known to locals as 'Crime Alley.' Formerly known as Park Row, it had been Gotham's most glamorous and popular block, rivaling Broadway and Coney Island. But over the years, it had into a slum many of the poor called home; the only home they had, but Dagget didn't see it that way.

"It's tragic. Park Row may be a historical landmark, but it is also a breeding ground for crime; look at what happened to the Waynes."

He'd meant to use that to unite people to his cause, but instead? It sickened several of his backers, and for once, those in power did NOT care for profit over people.

"Unless you can allocate and give every person in Crime Alley work and shelter?" Felicity Hardy had made it bluntly clear. "WE will NOT entertain this notion."

Roland Dagget was NOT one to be told no.

"Hi, Miss Thompkins! I came by to drop off the delivery you ordered."

Marinette was visiting the Elliot Memorial Hospital, where Leslie Thompkins worked. She was delivering her parents' world-famous macarons to the workers and patients.

"Oh, Marinette, you didn't have to." The old doctor smiled kindly as she took a few of the boxes.

"I wanted to." The girl assured her.

Immediately, the mood in the hospital lifted, which grew at what the teen girl said next:

"And we did make some for those with dietary restrictions."

Soon, everyone was enjoying a tasty treat. It was a wonderful way for Leslie to end her shift.

"I'll see you all tomorrow, everyone." She called out as she grabbed her purse and wrapped a scarf over her head.

"Bonne nuit, doctor!" Many called out as Marinette, who had been collecting the few undamaged boxes to be recycled, hurriedly walked after Leslie.

"I can walk you home if you want."

"Are you sure, Marinette?" Lesile smiled warmly at the offer. "I mean, it is getting dark out, and a young lady like yourself in Crime Alley?"

"I don't mind," Marinette assured her. "And well? I'd feel better knowing you got home okay."

Leslie's smile grew; no wonder Bruce was so fond of this girl; she was sweet as could be and certainly braver than some would give her credit for.

"Well, I'm actually heading to one last appointment for today," Leslie explained. "A yearly affair with an old friend."

Marinette's eyes widened; she seemed to understand what the elderly doctor was saying.

"Besides, you do have a bit of a journey to get back home, and the last bus is VERY punctual… Never mind that the drivers never wait."

Seeing as she couldn't convince Dr. Thompkin otherwise (and knowing the person she was seeing would be a great protector), Marinette bade everyone a good night and started making her way to the bus stop.

Along the way, filled with pride of what she'd done that day, Marinette decided to check her phone for any messages. So far, nothing; with any luck, she'd be able to go home and squeeze in some studying for that math test. A darn shame to be honest; sometimes, as Ladybug always made her feel like she really had done good.

Marinette was pulled out of her musings by something striking her foot; looking down, she saw that what looked like a battery of some kind had rolled out of an open door. She went to return it….

Only to be greeted by two men, one of whom she recalled seeing on the Batcomputer. Before she could say or do anything else, Marinette found herself forced into the building, dropping the boxes from her parents' bakery in the process.

Neither she nor her kidnappers realized that a homeless man had seen the whole affair…

From within the Batmobile, a certain Dark Knight sighed. He had heard the news of the situation in Crime Alley and Rolan Dagget. He knew enough about the man to be aware that he was up to something...and it wouldn't be good.

Right now, though, he had an important appointment in Crime Alley to get to, and he had never been late before.

Unfortunately, it seemed fate had other plans: A little girl suddenly ran in the middle of the street, making him quickly turn and stop the Batmobile before he could hit her as he got out.

"Help! Somebody help my mommy!" The girl pleaded as Batman got out of the Batmobile. "Those men! In my apartment! They'll hurt her! I climbed out the window!"

"Where?" Batman asked as the girl pointed to one of the nearby apartments, where sounds of breaking glass could be heard.

Suddenly, he got a call on his Bat-Signal and checked to see it was from Spider-Man.

"Hey, Bruce! I don't know if you wanna hear this, but a lot of crazy things are happening all over Crime Alley! I got the rest of the gang on board, but we're stretched pretty thin!"

Batman narrowed his eyes and quickly went to the apartment the little girl had pointed out, diving through the window and staying hidden when he saw a trio of thugs upturning the place as the terrified mother was hiding behind a nearby couch.

"Lady, you were told to clear out, and you didn't listen." One of the thugs said. "So we're gonna have to CARRY you out instead!"

Narrowing his eyes in anger, Batman moved faster than the eye could blink, grabbing the first thug before slamming him face-first into the ground, followed by zooming toward the second thug and slamming him headfirst into the wall. He then grabbed the final thug and took him down with a single punch to the face.

"Mommy! Mommy!" The little girl cried as she came back into the open arms of her relieved mother.

"What were those three doing here?" Batman asked. "And what did they mean when they said you had to clear out?"

"A couple of days ago, they showed up at our doorstep, saying they work for some corporation." The mother explained. "They told everyone on our block we gotta leave, but where are we gonna go?"

Batman narrowed his eyes. As soon as he heard the word "corporation", he had a pretty good feeling and just who was behind this...

"Dagget…"

"Urban redevelopment, kiddo. That's what this is all about." Crockett explained to Marinette as he tied her to a chair. "Oh, tell me if the ropes are too tight."

"Gee, thanks." Marinette snarked. "And even if I do believe you, why exactly am I being given a front row seat?"

"Luck of the draw?" Crockett said weakly.

"All clear on my end," Nitro announced as he set up a clock with glee. "We just gotta do that old hotel down the street. And when 9:00 rolls around…?"

"BOOM!" Crocket said, clapping his hands together. "Instant slum clearance. Next stop: Mini Mall."

"You can't bomb the hotel!" Marinette gasped. "Sure, the block is abandoned by the city, but people live in there! Eddie Brock and the Bugle did a whole story on that last week!"

She knew about that because Alya had shadowed Eddie on that assignment; she had been shaken and yet moved by the camaraderie of the homeless.

"Hey, we told them to leave." Crockett pointed out in an uncaring tone. "They didn't. That stands in the way of business, so as the law clearly states, they're to be forced out. Nothing personal. You understand, right?"

"Oh, I understand alright," Marinette said, a fake smirk on her face. "I understand…That you guys are insane! You'll never get away with-MMPH!"

A cloth was wrapped over the girl's mouth and nose as the two criminals left her with the bomb.

Tikki popped out as soon as she was certain the men were gone.

"Marinette!" She cried out in fear, trying to untie the gag. Marinette said something under her gag, a pleading look in her eyes as she motioned for Tikki to leave.

"No, I can't leave you!" The Kwammi refused.

Marinette, still muffled, pointed to the clock Nitro had set up and pleaded with her Kwammi.

With great reluctance, Tikki left her user in a desperate bid to find one of the others, leaving Marinette to try and free herself.

"Man, this place is a mess..." Carapace muttered as he, Queen Bee, and Rena Rogue ran through the streets. "But it's what a lot of people call home, and we gotta stop these punks from tearing it up."

Queen Bee then heard a cry for help and turned to a nearby alley, pointing it out to her two teammates.

"There!"

The trio ran in to find a small pack of thugs cornering a couple and their two children at gunpoint. From the sound of it, the woman had been the one who screamed.

"I told you, we don't have any money!"

"We don't want your money, pal. We just want you out of this dump!" One of the thugs sneered.

Before things could escalate, Carapace threw his shield like a discus, which ricocheted across the multiple thugs, dazing them as Queen Bee wrapped the string of her top around them, binding them together. Rena Rogue then smirked and struck them all in vital areas with her flute, making them all slump over unconscious.

"Really gotta thank my sister for those martial arts classes." The Fox Heroine mused; the sight of the thugs attempting to hurt the children set something off in Rena, proud big sister that she was.

"Are you all okay?" Queen Bee asked the family.

"Y-Yes, thank you, young lady." The wife said in relief.

Spider-Man was swinging through Crime Alley from up high before noticing a bunch of police cars gathered in front of a tall building, where a man was holding another man by the neck in one hand while holding a rifle in the other.

The Wall-Crawler quickly swung down to see that Commissioner Gordon, Harvey Bullock, and Roger Raincomprix were all gathered there.

"Now you're gonna listen to me!" The crazed man above called out. "I want justice, Gotham!"

"Who's the hostage, gents?" Spider-Man asked.

"A clerk from Dagget Developments," Roger explained. "He was in the wrong place at the wrong time with the eviction notice."

"Well, guess it's up to your friendly neighborhood Spider-Man to settle this dispute." Spider-Man quipped as he web-shot up the side of the building and began climbing.

"You took my job, Gotham! You took my home!" The man cried. "Somebody's gotta pay for that! And I pick you!"

The clerk shivered in terror as the man took aim with his rifle, only for a web to yank it out of his hands and down onto the streets, where it broke into pieces as Spider-Man clung to the side of the billboard they were on.

"You know, there's a lot of other things to do about this. Protests, help groups, I hear there are job openings at the supermarket downtown!"

"You! Y-You're working for Dagget too!" The man accused.

"What? That prickle puss? He's even worse than JJ!" Spider-Man said with his hands held up defensively. "Come on, let's talk about this like civilized gents-"

The man charged and threw a punch at Spider-Man, who easily dodged it...only for the man to stumble straight off the rooftop and go careening down below. Thinking quickly, Spider-Man fired a web-line to catch him just in time before he hit the ground.

"Why do they never want to talk things out?" He bemused.

The man didn't seem all that thankful, trying to shoot at the hero. He then raced towards the exit, only for the webslinger to block his path. Remembering his gun, he aimed it with clear intent to kill.

"Out of my way! Or you'll…!"

"Hush," Spider-Man said, putting one hand to the ground and another in the air.

"Don't tell me to…!" The criminal roared.

"The spiders."

A silence filled the air.

"W-wha…?"

"I'm summoning…the spiders." Spider-Man declared. "I AM Spider-Man. They listen and obey me. They are at my beck and call at a moment's notice. And while messy? They've helped with clean up a bunch of times."

He let that hang for a moment before continuing.

"So, my good man… Am I going to have to prove that, like Ant-Man, I control my namesake? Or are you going to calm the heck down and take responsibility for your actions?"

The gunman, now calm, released his prisoner, dropped his weapon, and turned to the police.

"I'd like to go to jail now, please."

"Can you do that?" Renee Montoya asked the web-slinger as Bullock took the crook away, who just shrugged.

Chat Noir was worried. Ladybug was the only one who had not gathered to handle the problems cropping up around Crime Alley. It was a bad sign, but he needed to be vigilant...then his enhanced hearing heard a homeless man wandering down the street, muttering worriedly to himself.

"That poor girl's in trouble..."

"Poor girl?"

Quickly, Chat Noir jumped down, startling the homeless man.

"Ah! I-I didn't see anything, I swear!"

"You said something about a girl in trouble." Chat Noir said, gently but firmly. "I just want to help."

He then spied the box the man had been eating from; something about it seemed familiar…and then he recognized the box instantly; the Dupain-Cheng bakery.

Then he remembered: Marinette had mentioned it in class: Every year, she and her parents delivered macaroons to the local hospitals to say thanks for all the doctors' hard work.

"Where did you get this?" Chat asked, a little roughly.

"H-Hey, easy!" The man pleaded, showing the box. "I-I just saw two guys carrying this girl! Looked to be about your age!"

"WHERE?!" Chat Noir demanded urgently.

"C-Corner of Finger and Broom! T-That's all I know, honest!"

"Merci, monsieur." Chat Noir thanked the man as he ran off, but not before returning the box and giving the man all the money he'd had on him.

No sooner did the cat-themed hero start racing did he saw Tikki.

Back in the basement where she was tied up, Marinette hadn't had much luck; the most she had done was knock her chair to the ground. Worry was starting to fill her when a crash was suddenly heard, indicating someone had broken in as they made their way downstairs. Marinette stopped moving, hoping not to be seen by whoever this was until she was sure they weren't Crockett or Nitro.

"Hello again, Marinette." The newcomer said in a voice that the young girl recognized.

As he raced down the street, Batman began to cool down. He was grateful for the help tonight; this was the hardest of the year.

Then he spied her, the reason for his coming here. Standing in their spot, right on time, was Dr. Leslie Thompkins, poised and calm as usual.

But she wasn't alone: Two thugs were invading her personal space; one was grabbing her purse, and another was pushing her back.

"Bad move, punks," Batman growled as he leaped out of the Batmobile, sending one thug into the alley with a powerful kick.

Leslie smiled at the costumed hero's appearance, only to be startled when the remaining thug grabbed her.

"Back off, freak! I'll blow her brains all over the alley!"

"Young man, I highly suggest you stop," Leslile said, a hint of fear in her voice as Batman turned.

"Maybe you'll keep quiet now, hag!" The thug snapped as he moved his gun's target to Batman himself….only to suddenly realize that?

The air went cold and entirely quiet before Batman, and broke the silence:

"Did you just point a gun at me?"

This had been done many times before. And it would happen again. But on this night? In this neighborhood? This time?

Something in him snapped.

Before the thug could react, Batman was on him, taking and CRUSHING the gun in pure rage before he began to beat the man with all the considerable and enraged might in his form.

"DON'T! EVER! POINT! A GUN! AT! ME!"

And despite the sounds and impacts of his fists? The memories came rushing in…

Ten Years Ago...

"Did you like the movie, Bruce?" Thomas asked his grinning son as they left the theatre.

"Liked? I think that was the best movie ever!" 8-year-old Bruce cheered.

"Are you sure? These older movies' sword clanging can hurt the ears something horrible." Martha cooed at her son, speaking from personal experience.

"I'm fine, Mom," Bruce assured her with a smile. "And you were right, Dad; I saw a lot of the Grey Ghost in Zorro; the costume, calling card, and reason?"

Thomas smiled, delighted that his son also enjoyed his favorite movie, when he got a message on his phone.

"Alfred's running a little late; the engine's acting up."

"I told you to get that fixed." Martha bemoaned.

"First thing tomorrow," Thomas assured her. "Bruce? You okay with waiting? Or do you want to have a little adventure and cut through the alley?"

Bruce beamed and pointed to the alley; it wasn't too late after all, and Wayne Manor was only a half hour away. Thomas shot Alfred a message, and with that, the family headed home.

However, they didn't make it very far before a man appeared in front of them. Martha quickly pulled Bruce back in concern.

"You Thomas Wayne?" The man asked.

"Yes?" The Wayne Patriarch said in a firm voice.

Another man, this one dressed more sharply with slicked back hair and with a gun in his hand, appeared.

"Lew Moxxon sends his regards."

"I'll take that necklace your wife is wearing, though…" The first man said as he reached for Marthra.

"Stay away from my wife and son!" Thomas said as he moved to push the man away, only for…

BANG!

"Thomas!" Martha screamed as her husband fell to the ground, dead.

BANG!

Another bullet pierced Martha, and she soon joined Thomas on the floor.

"Jack, what the hell?!" The first man snapped in genuine horror. "Moxon only wanted Thomas dead!"

"No witnesses, duh." 'Jack' smirked, reloading his gun and aiming at a shocked and tearful Bruce. "Tell me something, kid; You ever dance with the Devil in the pale moonlight?"

Bruce was too scared, too shocked to respond. But he would not die this day.

Something hit Jack's wrist, making him lose his gun. Startled, the three turned to see a girl the same age as Bruce with bushy reddish blonde hair, who had tossed a plate at the would-be child killer's wrist.

"Back off!" She snapped, then shot Bruce a look. "RUN!"

Again, Bruce was too confused to move, but the blaring of alarms awoke something in him:

"HELP!"

"JACK, WE GOTTA RUN!" The first shooter screamed as a police car sped to a halt.

"Later kid..." Jack grumbled, he and his partner barely managed to escape.

Unknown to them, Bruce had already memorized their faces, and by not firing one last shot, they had just birthed one of the greatest heroes of all time.

But little Bruce didn't know or care for that.

"BATS! STOP!"

The Dark Knight was pulled out of his memories by his best friend grabbing his hand.

"Any more and you'll kill him!" Spider-Man said.

Seeing the bloodied form of the thug, Batman finally snapped out of his rage as he fell to his knees.

"I…I'm sorry."

Leslie simply hugged him, Spider-Man placing a comforting hand on his friend's shoulder.

Carapace, Rena Rogue, and Queen Bee were continuing through Crime Alley, looking around for any other suspicious activities, when they saw a tram car roaring down the street out of control.

"Oh, perfect!" Queen Bee groaned.

"We've gotta help those people!" Rena Rogue said.

"I got this!" Carapace said as he jumped down and boarded the tram car. "I really hope this works! SHELTER!"

Throwing out his shield, Carapace created a large wall made of green light hexagons and braced everyone on the tram for impact. The trolley crashed into the hexagons, which rippled and shook as the trolley was stopped dead in its tracks.

"Thank goodness the laws of inertia don't apply to magical powers..." Carapace breathed a sigh of relief as nearby civilians helped get everyone out.

After leaving Spider-Man with Leslie (who told him to push their appointment an hour later), Batman took to the rooftops, looking for anything suspicious, when he saw two shady-looking men walking into a large truck. Deciding to make his presence known, the Caped Crusader jumped down on the roof of the truck, his shadow looming over the two.

"Hello, Crocker. Long time no see."

"B-Batman!" Crocker, one of the men, gasped. "W-What are you doing here?"

"I was planning on meeting a friend, but a lot of weird things have been happening around here tonight," Batman said as he jumped down to loom over the two thugs. "Apparently, someone is trying to run the people of this neighborhood out of their homes. Your boss Roland Dagget wouldn't happen to know anything about this, would he?"

The other man tried to make a break for it, but Batman casually caught him by the back of the collar and lifted him up into the air.

"How about you, Nitro? I thought you told the parole board you gave up the arson-for-hire gig."

"I-I did, I swear! I'm clean!" Nitro whimpered.

"Really? Then why don't I seem convinced?" Batman asked before a blasting cap fell out of Nitro's coat and into his hand. "And what do we have here?"

Opening the back of the truck, Batman saw a whole lot of dynamite and other explosives stacked up. He then narrowed his eyes as he grabbed the two thugs by the back of their collars and threw them inside.

"Seems you haven't gone as clean as you said, Nitro." Batman glared. "Let me guess; after Dagget lost his appeal to the Zoning Board, Crocker hired you to level this whole neighborhood, didn't he?"

"Oh, please, Mr. Batman, sir!" Nitro pleaded. "Don't tell Dagget I talked! He's worse than you!"

"You'd be surprised..." Batman growled.

"Listen, we gotta get out of here!" Nitro said. "It's almost 9:00! That's when the bombs go off!"

The Dark Knight, in no mood to deal with these two, tossed them into their truck and locked the door, even breaking the lock to make sure they couldn't get out.

"I'll handle the explosives. You and Crocker stay here and keep yourselves occupied."

He left a quick message on the team comm.

"MARINETTE!" Chat cried out, worry overcoming him as he and Tikki burst into the building she was being held in.

Who he saw, however, was most certainly NOT Marinette: She was a beautiful woman in a cat-like costume, full-bodied with boots. Only her eyes and mouth were safe.

"It's okay, Adrien." She said in a strangely familiar voice. "She's safe."

She stepped aside, revealing the missing member of the team, rubbing her wrists of rope burns. Without another word, Chat zipped forward and hugged Marinette, a weight lifted off his shoulders as he did. She simply returned the hug.

"Thank…" Chat turned to thank the woman, but she was already gone. "You?"

All that was left was a small note:

"CONSIDER THIS MY WAY OF SAYING THANKS FOR TAKING SIONIS OUT FOR A BIT. ALSO, YOU TWO ARE PURR-FECTLY ADORABLE TOGETHER."

Confused but more elated that Marinette was okay, he returned his focus to her.

"Are you okay? They didn't…?"

"No, no," Marinette assured him. "If anything? I'm kind of embarrassed…"

"Well, I won't tell anyone." Chat Noir promised, delighted when the smile he adored returned to her adorable face. "Now then! I think a certain bugaboo needs to make her debut for the evening?"

"TIKKI, SPOTS ON!"

And with that, the two heroes raced to join their comrades.

Meanwhile, Dagget was giving his speech at City Hall, excited to hear and see the coming destruction.

"The reports of what's going on this very moment prove everything I've said.": The 'people' of Crime Alley don't care for life the way the rest of us do."

"Certainly not like you."

Everyone turned to see a livid Dr. Thompkins, joined by Batman, Spider-Man, and the Miraculers.

"Your right hand and newest hire confessed to everything," Batman said as Rena Rouge cracked her knuckles, ready to pound this excuse of a businessman.

"Wait, Rena." Ladybug smiled. "This one's MINE."

"And exactly what are you talking about?" Dagget smirked as he checked his special watch. "I admit I do have something to gain if people's eyes are opened up to Crime Alley, but I've been here since dinnertime. Besides, I fired my so-called right hand this morning while I had a meeting with Selina Kyle; Crocket was conspiring with a noted aronsit."

Suddenly, a recording began to play; first as audio, then with a video:

"I assume Crocket explained the terms of your employment, Mr. Nitro?"

"Sure did. There's an old gas line running under the whole block. I make it look like the pipeline ruptured so it can't be traced to you, letting you buy the property out."

"And that the job is to be done while I give my speech to the Better Business Council? 9:00 exactly."

A rare smile crossed Batman's face.

"Selina."

"T-This is obviously faked," Dagget said. "I…!"

"Then you won't have a problem tracing your steps and giving us your evening." Harvey Dent smirked as he grabbed the businessman and handed him over. "Take him away, boys. Meantime, you supes have any idea where he put the bombs?"

"The hotel," Ladybug announced.

With the bombs disabled and Crime Alley saved, Batman and Leslie still had time for their appointment.

"You're all welcome to come," Batman said to his team. "They'd be happy."

No one would deny him this night, even if the reason for this was such a somber affair: A few minutes later, Leslie and Batman solemnly approached the long-standing chalk outline of Thomas and Martha Wayne, who were gunned down in front of their young son.

"This used to be a beautiful street..." Leslie sighed. "Good people lived here once."

Batman kneeled in front of the chalk outline, reaching into his cape before pulling out a single rose, placing it gently in the center of the outline as he looked to his friends and fellow heroes.

"Good people still live in Crime Alley."

"Wait a minute…this isn't the way to the station."

Dagget had been in such a rage that he failed to notice something was off with this whole ride. Instead of a police station? They were moving to Fisk Tower.

"Hey, what the hell is..?!" Dagget began to demand, only for the officer who had been driving him, along with the squad car, suddenly melted and morphed into a hulking monster of clay:

It was Basil Karlo, alive and very, VERY well.

"Come on, Mr. Dagget." The now shape-shifting madman smirked, delight in the man's fear clear. "Some friends of mine want to talk with you."

Dagget found himself dragged into a high-tech laboratory full of television screens. Sitting in a chair was none other than Wilson Fisk, the Kingpin himself.

"Rolan Dagget...we have some issues we'd like to discuss with you."

Several screens came to life, revealing the other Big Men…sans one Roman Sionis, who was recovering from the Cataclysm to the face he'd received from Chat Noir a few weeks back.

"Gentlemen, this is all a misunderstanding." Dagget tried to defend himself. "All I did was try and rid the city of a bunch of slum scum…"

With speed greater than anyone would expect from a man of his size, Fisk crossed the room and grabbed Dagget by the neck, lifting him high off the ground.

"I was, as you say, 'slum scum'." Kingpin growled

"So was I. And Robbie-Boy." Tombstone added, cracking his knuckles on his respective screen.

"Gentlemen, do recall the original reason we brought him here." Penguin called out to his colleagues, saving Dagget from a beating.

"If he's still alive after our little test? Then you can have fun." Sal Maroni smirked.

And suddenly, Dagget felt that being beaten to death sounded like a better option than…

"A brooch?" He asked incuriously. "What? Is this an initiation? Like the Court of Owls?"

"No, and please don't mention those lunatics," Falcone growled. "This here ain't no average brouch."

Suddenly, a weird energy started emanating from the brooch…

"AAAAAAH!"

Roland Dagget would not be missed...

"Good morning, Master Bruce," Alfred said the next morning, trying to put on a happy face.

This day was always a rough one, for good reason; the day that would remind him and Bruce of how Thomas and Martha had been taken from them. A day of understandable brooding, where Bruce Wayne NEVER showed his face out of the manor.

So, you could imagine his delightful surprise when, upon entering the bedroom, the butler saw that his young charge, sitting at the foot of his bed and still in his Batman costume, was smiling in his sleep.

Alfred's smile grew when he saw his charge had been looking at a photo: Apparently, Ladybug had manifested a camera to take a group selfie of their ragtag team paying their respects to Thomas and Martha…Normally a distasteful act, yes….but the Waynes had adored two of the heroes in the picture and would ve been happy to see Bruce no longer single in his morning.

And to Mr. Pennyworth's continued delight? Selina herself was also there. Yes, she was in that costume…but she was there, and that was all that mattered.

Leaving the tray for his young master to eat later, Alfred went to one of the guest rooms, where he found the guest of honor waking up.

"Good morning, Dr. Thompkins. Can I interest you in some breakfast?"

"That would be lovely." Leslie smiled.

Chapter Text

"You're letting Adrien and I choose the next holders, Master?" Marinette asked Master Fuu early one morning as she and Adrien drank some tea.

Gotham, Paris, and New York were deep into Halloween fever, with skeletons, monsters, and slasher mannequins decorating the streets. The Agreste heir had to be brought up to speed on certain franchises, and Marinette had to make a few texts to Peter, Nino, and Bruce about what franchises her kitty cat was NOT to see under any circumstances.

"I thought that was something only a guardian could do." Adrien mused. "You know? Test to see if someone is good enough and all that?"

"Normally, yes," Fuu explained. " And while I may still be vigorous and young at heart, I think the two leading the battle against evil would be able to choose good wielders. Especially since we still haven't located the Peacock Brooch."

"That and you'd rather not risk your health!" Plagg cackled, getting smacked by Tikki. "OW! WHAT I DO?!"

"The Dragon Miraculous, holding Longg. It grants the holder the power to control the elements of a storm: water, wind, and lightning. The user can transform into one of these elements to gain specific abilities, such as becoming a cloud to move through the air or a stream of water to pass through tight spaces. While transformed, the user can also generate and control the corresponding element."

"Like a Logia Devil Fruit in One Piece?" Adrien asked

"I...do not know what any of that means. So for now? I will say yes." Fuu responded.

"And the Snake?" Marinette asked.

"It grants the user the power of "Second Chance," which allows them to rewind time to a specific point within a five-minute window. This power gives the user a chance to correct mistakes or alter an outcome, while retaining their memories of the original timeline."

Fuu then took a sip of his tea.

"And of course, both users also gain enhanced physical attributes related to the animals they are connected to."

Meanwhile, at Gotham University, a security guard was laughing and reading a comic when he heard the sound of something breaking. Cautiously, he took out his gun and moved to the source, where he saw men wearing pumpkin masks sneaking in, being led by a man in a scarecrow-esque costume.

"Freeze!" He said as he aimed his gun. "Don't move or I'll shoot!"

Some of the masked goons looked ready to fight, but the man in the scarecrow costume stopped them before stepping forward politely.

"Tell me something, my good sir...WHAT ARE YOU AFRAID OF?"

Before the guard could process this, the man sprayed a dark orange gas in his face as he coughed and choked on the fumes. As his vision cleared, he saw everything begin to distort and twist, spiders crawling out of every knook and cranny before gathering around him.

"No! Spiders! Stop! HELP!"

"Arachnophobia, a classic fear." The man in the scarecrow costume chuckled as, in the guard's eyes, he became a more monstrous scarecrow-like beast.

Despite the terror he was feeling, the guard tried to aim his gun, only for the Scarecrow to knock him aside with a casual backhand before leading his goons through the university...

Luka was strumming his guitar, trying to think up a new song idea, when he noticed a shadowy figure behind him. Turning around in alarm and raising his fists….

"Whoa! Easy, it's just me!"

Luka fumbled, realized it was one of the five Parisan superheroes, a certain cat-themed hero.

"Chat Noir?!" The musician gasped in shock before his admiration came seeping in. "Dude! I'm such a huge fan! Wait, what are you doing here?"

"I have something very important to give you. Something that will give you great power." He pulled out a bracelet. "The Snake Miraculous."

Luka looked at the Ouroborous Bracelet in stunned silence before a realization hit him.

"Wait a minute, are you telling me that I get to be a SUPERHERO?!"

"Yes, but you can't let ANYBODY know about this, okay?" Chat reminded the wannabe rockstar. "Standard top secret superhero stuff."

Luka had a determined look on his face as he accepted the Snake Miraculous.

"I won't let you down, Chat."

Meanwhile, Ladybug had arrived at Kagami's house, carefully making sure the girl was there before visiting her in private while she was practicing her fencing. Kagami was surprised.

"Ladybug? What brings you here?" She asked.

Ladybug pulled out a dragon-themed beaded choker and handed it to her.

"You. Kagami Tsurugi, you have been chosen to wield this. The Dragon Miraculous"

Kagami was stunned as she realized the implications.

"Me? Become a superhero? Of all the people in New York, Paris, you choose me?"

Ladybug nodded. "Yes, because I know what you can do, and I believe you can do it, as long as you keep your identity a secret and use the Dragon Miraculous responsibly. Can you do that?"

Kagami looked thoughtful for a moment, understanding the responsibilities and consequences of doing this. Her eyes wandered around her room before they came across a framed photo of her, as a baby, in the arms of Martha Wayne.

Steeling her resolve, Kagami accepted the choker and tied it around her neck.

"I can. And I will."

Just then, a beeping filled the room. Ladybug motioned for Kagami to wait for a moment before she pulled out a communicator.

"Batman?"

"Ah, Ladybug. Glad I caught you and Chat." The Dark Knight explained. "Someone is holding Gotham University hostage."

"I'll be right there," Ladybug said, reading to leave when….

"Can I come along?" Kagami asked.

"Are you sure?" Ladybug asked, grateful but concerned. "From what Batman was talking, this sounds like a supervillain."

"Trial by fire? I do best that way." Kagami said.

"Oh, we're going to get along just fine.'" Ladybug thought as Kagami transformed for the first time.

"LONGG, BRING THE STORM!"

"Gee, boss, I never liked school, but how come you hate the university so much?"

The man known as Jonathan Crane, or as he preferred to go by the moniker of Scarecrow, had managed to detain the leading academic of Gotham University, Dr. Long. He and his henchmen were now making the campus their own personal domain.

"They tried to DESTROY me!"

"But you're a real smart guy, boss." Another henchman said. "Did they not think you were smart enough?"

"No, you simpleton!" Scarecrow snipped in annoyance, walking over to twist the nose of the moron who'd said that. "I taught here! I was a professor of psychology, specializing in phobias. For as long as I can remember, understanding the true fundamental nature of fear has always been my passion."

"So, you always liked scaring people?" The first henchman asked.

Scarecrow rolled his eyes in annoyance at such a question.

"Yes, I like 'SCARING' people." He scoffed before a smirk overtook his face as he recalled scaring some of his classmates as a little boy. "When I became Gotham University's leading professor of subliminal psychology, I began performing experiments on fear and its subsequent effects. Dr. Long thought I went too far. He called me a lunatic."

"Wow, he's a real professor." One of the goons said to his buddy in admiration.

"Of course I am!" Scarecrow huffed. "And now, the fools who shunned me and my research shall know the true nature of HORROR!"

"Oh, Chat, who's your cute new friend?" Queen Bee teased as the team assembled just outside the university.

"Allow me to introduce…" Chat Noir began as a new male hero stepped forward.

"Call me….Viperion!" The newcomer smirked, shooting Queen Bee a wink.

"Easy, buddy." Carapace joked. "Save the flirting for AFTER the bad guys down… Hard as that'll be."

Spider-Man couldn't help but chuckle at that as the other two joined.

"And I am Ryuko." Another red-clad heroine said as she appeared with Ladybug. "A little on the nose, I know. I may change it later."

"Hey, if it works?" Rena Rouge shrugged.

"Honestly, just glad the girl-to-boy ratio is still even." Queen Been noted, but the conversation ended when they saw the state of Gotham University: broken windows, graffiti, damage…and students and teachers screaming and running around like madmen, if not being chased by thugs with guns.

"I have a really bad feeling about this..." Carapace said.

"You're not the only one..." Rena Rogue muttered.

"Come on. We can't save the people trapped inside by standing here and being scared." Batman said.

"Easy for Mr. Master of the Shadows," Spider-Man noted, pointing to Viperion and Ryuko. "Remember the first timers."

The group of nine heroes headed into the university, being sure not to be seen by any of the gun-totting thugs as they patrolled the campus.

"Is this Joker's work?" Ryuko asked, fear welling up in her.

"No, definitely not Joker," Batman assured her and the other Mirucaulers. "He'd be on the front and advertising his involvement."

"Okay, so how should we do this?" Spider-Man asked.

"We split up, liberate the campus one piece at a time. If one of us finds the ringleader, we take them down too." Batman said.

The teams were made up: Bats and Spidey together with Ryuko, Ladybug and Chat, Queen Bee and Viperion (who did not complain at all), and finally, Carapace and Rena.

"It seemed that the mastermind used the lesser grade of henchmen." Ryuko mused once she blitzed a gang of henchmen."I've had more exciting spars in my fencing classes."

"Don't get a big head," Batman warned her as he offhandedly saved her from a gunman sneaking up from behind.

"Still, consider it good we don't need to use our powers," Spidey added webbing up the thugs.

The others similarly made quick work of the henchmen and saved many hostages…although said hostages were still acting hysterical.

"I know black cats are unlucky, but…" Chat weakly tried to tease to brighten the mood to no avail.

"It's not just you, Chatton." Ladybug noted. "And not just cats; some of them are screaming for fire, sickness, debt…"

Elsewhere, the others were making similar discoveries, which led to jogging one of theirs memories.

"Wait a second!" Queen Bee realized. "There was a professor who got fired for inhumane experiments! Dr. Jonathan Crane, I think his name was."

She remembered that her father had sat in on that hearing and had been in a dour mood after that whole affair. It had taken an impromptu daddy-daughter hot cocoa date to lift the mayor's spirits.

"Think this is his work?" Viperion asked.

"Possibly, with our luck in how supervillains usually start."

As luck would have it, Batman had managed to find Crane himself at the dean's office, holding Dr. Long in chains.

"It's over. Let Dr. Long go!"

Scarecrow just smirked.

"Oh, must I? After all, the night is young, Batman! And I have always wanted to get to know you!"

With that, Scarecrow took out a pumpkin-shaped grenade and threw it, as it exploded in an orange cloud. However, he frowned when Batman walked out, having quickly donned a gas mask.

"Confound it all!"

"Who even are you?" The World's Greatest Detective asked.

"I am fear incarnate! I am the terror of New York, Paris, and Gotham! I AM THE SCARECROW!"

The man lunged at Batman with impressive speed. The Dark Knight blocked his attack, but it turned out to be a feint as Scarecrow revealed syringe-like claws attached to the back of his hand and stabbed them into his enemy's shoulder, injecting his toxin into him.

"What nightmares keep the Batman awake at night, I wonder..."

Batman stumbled back, feeling woozy, before his eyes widened in horror as Scarecrow transformed into a more menacing form. On top of that, he was surrounded by zombies with eerie resemblances to his parents.

"No..."

"Bruce...stop fighting...come home to us..." Martha's voice echoed from one of the zombies.

"Stop this childish game, son. You're a Wayne, you're better than this." Thomas added.

Despite the heartbreak and terror he was feeling, Batman steeled himself, knowing deep in the core of his being that this was all a hallucination. He could not give in to fear now as he closed his eyes and took a stance.

"Remember...there's nothing to fear but fear itself..."

Ladybug, Chat Noir, and Queen Bee walked through what felt like a labyrinth of hallways, searching for any other captives of Scarecrow.

"Ugh! And I thought the campus of College Francoise Dupont was huge!" Queen Bee groaned.

"This is supposed to be a place of learning and experience. Not a house of horrors." Ladybug noted.

Just then, something caught the trio's attention. It was the sound of frightened screams as they ran toward the source and found some people tied up in ropes, hung up by a pit of rabid dogs.

"Where did they even get those dogs?!" Chat Noir wondered.

"Help! These things are gonna kill us!" One of the hostages cried

"Don't panic! We'll get you down!" Ladybug called out.

"That's what you think, girly!" One of the pumpkin-masked thugs sneered, aiming a gun at her.

"Oh, I don't think so!" Queen Bee said

Throwing out her top, Queen Bee yanked the gun out of the goon's hand with the string, then gracefully cartwheeled over and delivered a spinning kick to the face. The other goons tried to attack, but Ladybug knocked them away with some skillful tricks from her yo-yo.

"Bugaboo! Queenie! I need some help with the hostages!" Chat Noir called out.

The Black Cat Hero used his claws to cut through the ropes, and as the hostages fell, Queen Bee and Ladybug leaped across the pit, catching them and setting them down on the floor.

"No sense hanging around here." Chat Noir quipped.

Spider-Man, Rena Rogue, Carapace, Viperion, and Ryuko were working together in tandem, taking out Scarecrow's henchmen left and right while helping guide the hostages out of the university.

"Sheesh, talk about a bad day for Trick or Treating with these punks, huh?" Spider-Man quipped as he webbed up a thug and pinned him to the ground.

Suddenly, a crash was heard, alerting the heroes as they ran toward the source. Ladybug, Chat Noir, and Queen Bee had heard it as well, and they all arrived to see Batman being knocked back by Scarecrow, who was wielding a large chain on a hook.

"You hide your fear well, Batman. But I am in complete control!" The madman cackled.

"Hey, Scarecrow!" Carapace called out. "The Emerald City is the other way! You must have taken a left turn at Albuquerque."

"Ah, you've arrived," Scarecrow smirked. "Then I suppose seeing what their fears are will be easier!"

He then sprayed them with the same toxin he'd afflicted Batman with, and instantly, their costumes vanished as they found themselves in situations they prayed never happened.

Adrien found himself surrounded by the pappazi on a model set, his parents signing him away for huge payouts, and Marinette and Chloe becoming creepy stalkers.

Marinette saw friends abandoning her after taking everything she had to offer, then turning into foaming beasts and ripping her apart.

Luka relived a memory he hated most of all: his father walking out without so much as a second glance, but this time joined by Luka's mother and Juleka, who was sobbing and reaching for him as they left him behind.

Peter found himself in a hospital room with Aunt May dying, Uncle Ben's ghost glaring at him with disappointment.

Alya saw her siblings playing alone before the ground they were playing on fell inwards, sending the children falling to their deaths, screaming for her to help them, but she remained stuck in place despite all she tried.

Nino found himself surrounded by masses of people who stepped over him and ignored everything he said or did…as he was muted.

Chloe found her father sobbing and on his knees as she stood beside her mother, dismissing Adrien and Sabrina as all of Paris caved to her feet. Once upon a time, this might've been a dream come true, but now? It filled her with disgust and fear that she hadn't changed.

Kagami found herself facing her disapproving mother, now a giant, before she was pulled down by the corpse of Mathra Wayne, who kept screaming words like 'failure' and 'disappointment.'

Scarecrow smirked at the horrified heroes, delighting at the various Phobias he could see: Monophobia, atychiphobia, athazagoraphobia…

He then walked through the orange smog, revealing his monstrous form to everyone.

"My revenge will soon be complete! Gotham University will be lost in the grip of fear, and the great heroes who protect this city will fall by my hand!"

"You...have to fight it!" Batman called out to everyone as he burst back to his feet. "It's all a hallucination! He's trying to get into your heads!"

Scarecrow chuckled as he returned to fighting the Dark Knight, confident that these children had no hope of overcoming his Fear Toxin. But unbeknownst to the supervillain, amidst his rant, something broke through in Adrien's hallucination.

Steeling his resolve, the wielder of the Black Cat Miraculous charged up both of his hands with destructive energy, which grew to float over the others, even starting to seep into their horrible versions.

"Wait…" The other heroes realized, as suddenly, the images started to become more cartoonish, like something out of a Tim Burton movie.

And with that, they began to realize… These scenarios COULDN'T happen!

Then Spider-Man's 'Spidey-Sense' began to go off, but there was something different about this time: Not a danger to Peter himself, but something it seemed to KNOW he would never forgive if he let it happen…

"KID, NO!" Plagg screamed, realizing what his kitten was trying to do.

And then Spider-Man saw it,

"CATALCSYM!" Chat Noir declared as he moved to slam his hands onto himself, hoping to either snap his friends out of this or stop the horrid images.

Queen Bee, Carapace, and Ladybug broke free instantly and rushed to their friend, desperate to stop him, Spider-Man, trying to web the destructive energy upwards, destroyed the roof...

"SECOND CHANCE!"

Viperion's own voice cut through, and he found himself back in time seconds before Scarecow fired his Toxin. Now knowing what would happen if he faltered and REFUSING to let this stuff touch his sister or mother, the new hero backed up Batman.

"IT'S A FEAR TOXIN HE PLANS ON PUMPING THROUGHOUT THE CITY!" The Snake Hero called out, partly to not confuse his comrades but also to prevent ANYTHING like he'd seen from happening.

Scarecrow attacked, lunging at the heroes. They managed to jump out of the way, but Viperion got pinned down by the villain's right hand. However, before he could deliver a fatal blow with his hook, he felt something slash his other arm. He snarled in pain and looked to see Ryuuko, holding up her sword.

"Keep your claws off my partner."

Scarecrow growled and breathed out a vicious green gas from his mouth as Ryuuko jumped back, not wanting to risk being exposed to it.

"How is he doing all this in the real world if this is all a hallucination?!" Queen Bee wondered, jumping off the walls.

"That's the whole point!" Scarecrow laughed. "What is reality, and what is simply your fear getting the better of you?"

Scarecrow swung his hook at Queen Bee, who dodged but was wrapped up in the chains as he tossed her across the room. He then slammed Ryuuko on the ground and kicked Rena Rogue in the head. He then grabbed Spider-Man and expanded his jaws until they were large enough to devour him.

"You're not really gonna eat me, are you? I taste bad!" The Web-head joked.

Trusting his Spider-Sense despite the Fear Toxin addling his mind, Spider-Man flip kicked Scarecrow in the jaw, making the monster let go of him and stumble back as Chat Noir flew in and struck him in the face with his baton, followed by a blow to the neck with Viperion's lyre, and another from Carapace's shield, and Ladybug's yo-yo tripping him up.

"Impossible! You should all be paralyzed with fear!" Scarecrow called out.

"But that's the thing, Crane," Batman said as he managed to recover. "We are afraid. We always are. But real courage isn't about suppressing or removing fear... It's acting in spite of it!"

Scarecrow growled and quickly snapped his fingers as his henchmen ran in. Thanks to the Fear Toxin, the heroes saw them as all kinds of monsters. With that, the battle began anew as Rena Rogue used Mirage to distract the henchmen with duplicates.

"LUCKY CHARM!"

From out of thin air came a ladybug-printed paint gun.

"Okay, a paint gun. Fine. Now think, Ladybug, think."

Ladybug observed the fight going on around and came up with a plan. She took the gun, took aim, and shot Scarecrow in the face, causing him to stumble and flail his chain hook around wildly.

"My eyes! I can't see!"

Ladybug took the chance to use her yo-yo to tie up his then turned to her teammates.

"Rena Rogue! Ryuuko! Keep his minions distracted!"

The girls nodded and continued fighting. Ryuuko showcased her power by turning into living lightning and electrocuting the thugs.

"Carapace! Viperion! Go for his head!"

"On the double!" The boys said in unison as they threw their weapons at Scarecrow's head.

With the villain dazed, Ladybig turned to Queen Bee.

"Queen Bee! Paralyze him! Quick!"

"You've got it! VENOM!"

Scarecrow was now paralyzed as he struggled to move, only for Batman to move forward and grab his face, pulling off his mask and exposing the villain to his own concoction.

"No!" He cried as everyone's perception of him turned back to normal, revealing a weedy-looking man coughing and choking. "STAY AWAY!"

In front of him, under the effects of his own Toxin, Crane saw a gaggle of monstrous creatures: A muscular bat, a giant spider, bee and ladybug, a black cat that walked on two legs, along with a similar kitsune-like creature, a serpent with arms dripping venom, and an enraged dragon.

"What's wrong, Crane? Can't handle the taste of your own medicine?" Rena Rogue taunted, before she saw the concerned looks of her allies. "He made me watch my siblings die."

And like that? No one had any pity for Scarecrow. Especially not when Viperion and Chat punched him out so as not to deal with his screaming.

Scarecrow and his henchmen were locked up and brought to the police to be detained. Crane's Fear Toxin was also brought to the people in Forensics for study. Meanwhile, the heroes made their way to Master Fuu's shop, being careful not to be seen. Once out of sight, the Miraculers all detransformed.

"CHLOE?!" Luka gasped when he saw Queen Bee was.

"LUKA?!" Chole followed in suit, inwardly liking him even more now before realizing she had BEEN flirting with him like Marinette did Adrien!

The aforementioned two, along with Nino and Alya, knowingly and smugly cooed.

"All in all? am I glad that's over." Nino said.

"Tell me about it..." Chloe sighed as she sat down in a nearby chair.

It was at that moment that Fuu came over, a proud smile on his face.

"Another job well done, children. You should all be very proud."

"All in a day's work, Master Fuu," Alya said.

"And what day is finished without some refreshments?" Alfred smiled, rolling in a trolley of snacks that the kids helped themselves to, turning to Batman. "Don't listen to whatever you saw: Your parents would be proud of you."

He then turned to Peter and Kagami.

"As would Benjamin and Martha."

Kagami's eyes, which had widened when she saw Alfred being in the know of the superheroes, widened even more when he mentioned her godmother.

"Bruce?" She asked Batman.

Without another word, Batman and Spider-Man took off their masks and revealed everything to the newcomers.

"Well, now I feel embarrassed for trying to tribute songs." Luka joked.

"I'd like one!" Peter cut in.

The team all relaxed and talked amongst themselves, glad to put another battle behind them.

However, what nobody noticed was that when Crane was thrown into his cell at Arkham, he found a note taped to the wall.

We see your vision. We'll be in touch. Stay alone until then.

The Demon's Head

This gave the demented man a bit of joy.