Well guys, it's been forever since I've uploaded something to .net. I wasn't even sure what category people normally list Spider-Man fics under these days since he wasn't in the MCU last time I had to list a fic under this account. Gotta say, I'm very disappointed in .net for not listing Happy under the character options...Can't really say what made me decide to share this with you now, but hope you all enjoy nonetheless.

Peter didn't have enough experience to say for sure, but he was pretty sure he was being watched.

When his abilities were first developing, he hadn't really understood what the feeling of being watched meant. Hell, he hadn't understood what any of it had meant. The countless sources of input were impossible to keep track of. Aside from the basics like sight and sound being off the charts, he had entirely new senses to deal with too. For some reason, the spider bite made his brain think it should be perceiving vibrations as sound like real spiders did, regardless of the fact that he had ears. Then, of course, there were his 'spidey senses'. He'd come up with a lot of theories regarding how that particular (not to mention incredibly useful) ability worked. His best guess involved the subconscious process of information. He already knew that he'd been taking in a lot more information on a conscious level, it would make sense if he was also processing more information on an unconscious level too.

Or at least, that was what he figured. He couldn't really say for sure. Regardless, he sometimes wished that the spider could have given him a danger sense that actually communicated what the danger was.

Peter scratched the back of his neck as if that would alleviate the ever-present itch telling him that someone could see him. He'd gotten this feeling a lot when he first started out, but lately it had grown sharper. More insistent. As the weeks went by, he started to find it more and more difficult to convince his paranoid brain that nothing was wrong.

It never used to get this bad, only these past few weeks…

He started changing into his suit in the bathroom after gym class and wearing it under his clothes for the rest of the day, all so he didn't have to waste time stripping in alleys and risk being seen. The same went for when he was changing out of the suit, but it still didn't feel like enough. He was used to being observed, he ran around New York in a one piece red and blue suit for God's sake, but this was something more. He wasn't being seen, he was being watched.

It screwed with the spider part of his brain, the part that understood what it meant to be seen as prey as well as a predator. The feeling faded sometimes when he was web-swinging, but it always returned sooner rather than later.

Whatever it was seemingly couldn't find him as Peter Parker, a fact that made him immensely grateful, but every day it got harder to lose it. He stopped taking the subway all the way home, instead he changed into the suit four stops away from his apartment. It helped for a while, sometimes it would be over an hour before the feeling of being watched crept over him like a bone-deep chill that he couldn't quite shake.

The paranoia it brought with it was even worse.

For some reason, he didn't tell Happy. He wasn't talking to (or rather at) Happy as much anyway, he'd gone from leaving detailed daily reports on his answering machine to giving him the highlights by text…mostly because Happy actually picked up when he called now, and Peter felt bad for taking up too much of his time.

He knew that if he mentioned it to him, even in passing, Happy would take it seriously. Whereas before he may have brushed it off, now he'd definitely tell Mr Stark that Peter was being stalked followed and that was not something Peter wanted to happen.

He was Spider-Man, he could handle feeling uneasy from time to time.

And that's what he told himself for close to two whole months.

He started hiding his backpack better, but he never secured it with webbing in case someone found it and made the connection between nerdy Peter Parker and the friendly neighbourhood Spider-Man.

When he got too predictable, he started taking the subway to out-of-the-way stops, partly so nobody would make the connection that he was crime fighting on his way home from school, but mostly because it always took them longer to find him.

As the months went by, he started interacting with the public a lot less. He still talked to people, obviously, but he stopped swan diving off of rooftops on busy streets just to hear the occasional cheer. He was beginning to suspect that the mysterious follower might be checking that weird twitter page where people posted 'sightings' of him (strange how those kinds of pages had seemed normal when they were documenting Captain America, back before they were about him).

In the end, he found out what was following him entirely by accident. He heard a crashing noise in an alley and went to investigate. When he sensed movement in his peripheral vision, he acted without thinking about it and webbed the source of movement to the alley wall.

The sound of his web shooter going off spooked a scrawny cat out of a tipped-over garbage can, evidently the source of the noise he'd heard.

At first glance, the web seemed to have missed. It was only when he investigated further that he found something small enveloped in the webs, something that hummed mechanically as it struggled. Peter plucked experimentally at a few strands of webbing in the hopes of getting a better look.

"Would you like me to activate the web dissolvent feature on your web shooters?" Karen asked.

"Oh, uh, yeah that would be great, Karen."

"No problem, Peter."

Now that he could see it better, everything seemed to fit in place. The miniaturised drone easily fit in the palm of his hand, clearly outfitted with a spy camera and still struggling in his grip. He turned the camera away from him and found a name etched in the metal, barely visible but still there.


He held the drone between his index finger and thumb and increased the pressure until the humming stopped.

Then he crushed it like a grape and ground it under his heel for good measure.


In this situation, most people would have probably called for backup. Oscorp Industries was not only incredibly well funded, it also happened to be the shady organisation that bred the spider which, in turn, accidentally gave him super powers. Of course, it likely wouldn't have escaped in the first place if they'd actually known it could give people superpowers. The organisation regularly invested millions in top of the line lab equipment, if they'd thought it was important they probably would have paid for a pad lock or something.

He was getting off topic.

The point was, Oscorp was apparently keeping tabs on him as Spider-Man and he could only guess that it had something to do with the fact that his powers were bestowed upon him by one of their spiders. Why else would they care about a local vigilante?

Regardless, it wasn't good. When things aren't good, you call in your allies. Right?

Ned certainly seemed to think so when he told him about the camera. He even made Peter promise to call Happy if he sensed another drone following him.

"I'm not breaking my promise," Peter muttered to himself as he scaled the side of the Oscorp building, hoping there wouldn't be any stragglers left in the building this late at night.

"Not breaking what promise, Peter?"

"Huh? Oh, nothing. I was just talking to myself."

He got a sense of disapproval from Karen as he looked for a way in, even if she didn't really say it. The fact that she waited a solid twenty minutes before chiming in all but confirmed his theory.

"Would you like me to override the alarm system?"

"That's a thing you can do?"

"Of course, everything in the Oscorp building is fully automated and therefore accessible."

"Oh…you mean, you'd be hacking into their system?"

"To put it in simple terms, yes."

"Isn't that traceable? Oscorp is one of Mr Stark's major competitors, I don't want to get him in trouble," he added, feeling somewhat guilty that the thought hadn't occurred to him before.

"Don't worry," Karen said cheerfully, "Tony Stark was careful to exclude any features on this suit that could potentially link you to Stark Industries, in case you decided to something inadvisable."

Peter felt torn between feeling comforted and offended.

I guess I can't really argue with that logic when I'm literally breaking into a building.

"Alright, can you find us a map of the building while you're at it?"

"Of course, where exactly would you like to go?"

"Uh," Peter said, feeling stupid for not thinking this far ahead. "…I guess I just figured I'd start with the genetics labs? That's where I was when I got bitten."

"If you're looking for information on the spider that bit you, may I suggest first investigating the cross-species genetics laboratories? According to their records, they are running a number of experiments involving arachnid DNA. It may be a good place to start."

"Right! Thanks, Karen…which way is the cross-species genetics laboratories again?"

Under Karen's careful guidance, he made his way to window closest to the labs. She was even kind enough to put the security cameras on a loop for him. Who knew breaking into a multi-million dollar organisation's top-secret headquarters could be so easy?

He supposed he did have access to a million-dollar suit of his own, not to mention one of the most advanced AIs in the world.

"…I believe I have uncovered a file that may be of interest to you."

If it was possible for an AI to sound uneasy, Karen managed it.

"Well, what is it?"

"It appears to be a file devoted solely to you and your abilities."

Well, it wasn't exactly reassuring, but he couldn't say it was surprising either.

"They don't know who I am, do they?"

"It doesn't look like it, the file only ever refers to you as 'Spider-Man' and, occasionally, 'the subject'...There's something else."

"…I don't think I want to ask," Peter said to the empty hallway.

"They've been running experiments with the hopes of recreating the conditions that turned you into Spider-Man."

"On people?" Peter squeaked, and his voice definitely didn't crack on that last word. No, not at all.

"No, on spiders. It seems they retrieved a sample of your DNA. Their records indicate that it came in the form of a blood sample, but it doesn't specify exactly how they came across it."

Well, shit. Now he thought about it, there had probably been dozens of opportunities for them to steal his blood since he became Spider-Man. Especially back when he was wearing his home-made getup, there hadn't been as many close calls since Mr Stark gave him the suit. His stomach churned as he started thinking about all the times he'd stumbled away from fights, often in worse shape than the criminal he'd apprehended. All of the lucky shots.

All of the knives that had broken skin.

"Okay…can we get the sample back?"

Karen's voice was soft and reassuring as she guided him to the right door. Peter realised that his hands were shaking while he waited for her to unlock it.

Finally, there was an audible click and he pushed his way inside.

He licked his lips and resisted the urge to fidget. "Okay, where is it?"

It took longer than he'd hoped, but he supposed gathering all evidence of his existence was a pretty big job. At least he had Karen to wipe any mention of him from their records or things would have been a lot more complicated.

"What about the experiments?" he asked. He didn't really like the idea of killing the spiders, but he couldn't exactly leave them lying around either. Maybe he could give them to Mr Stark? He'd probably know what to do with them. Did Damage Control have a department that dealt with mutated animals?

Honestly, he wouldn't be surprised at this point.

"They're through the door to your left."

Having stuffed everything that seemed relevant into the bin bag he'd grabbed from under the sink on his way out the door, he moved into the next room.

It was darker in here, but Karen turned on the lights as he entered. Half of the room was sectioned off behind a sheet of thick glass with large cases on raised platforms taking up the majority of the space behind it. Spotlights lit up each individual display, giving him a good view of their disturbing contents.

Each of the yellowish creatures had abdomens roughly the size of a softball. The rest of their bodies seemed almost comically small by comparison, their legs not even long enough to touch the ground. Despite their strangeness, they were distinctly spider-looking.

"What are they?" Peter asked, trying to disguise how creeped out he really was.

"I believe they are what many in the tarantula-keeper community refer to as 'eggs with legs'."


"Unlike other egg-laying animals, spiders do not hatch from eggs as fully developed spiderlings," Karen explained patiently. "They have likely only recently emerged from their eggs. Ordinarily they would stay in a nest until they reach a stage of development in which they are less vulnerable, but these post-embryos were grown rather than birthed and therefore are not protected by a web. If they develop normally, they will soon shed their exoskeletons. Though they will still lack the pigment that is generally associated with their respective species, they will be mobile and appear more spider-like."

"But…are they normally so big?"

Karen was quiet for a worryingly long time.

"According to the records, each post-embryo has an abdomen that is around five inches in length. Across the longest part of their body, they are each approximately eight inches in length. Information on the exact size of a spider at this point in their life varies greatly depending on species and source."

"Yeah, but at an estimate how big should they be?" Peter asked, voice bordering on panic.

"I really can't say for-"

"Just…just give me an idea. Like, what unit of measurement people usually use when talking about how big they are?"

An even longer pause.

"The majority of sources express the size in millimetres."

He slowly released the breath he'd been holding, eyes fixed on the sort-of-spider closest to him. It wiggled its small legs fruitlessly.

"So…so if that's how big they are now…how big are they going to get?"

"I really can't say at this stage."

"Karen," he whined. "C'mon."

"I'm currently in the process of decrypting the more secure files relating to these subjects. I have identified the involvement of DNA from the Salticidae or jumping spider family, but data on the rate of growth in jumping spiders is incredibly limited. As I said, spiders do not ordinarily leave their nest at this early stage of development. All I can say for sure is that soon we will be measuring them in feet rather than inches."

"Okay," he said. "Okay…Okay. One thing at a time. Why are they here? You said before that they were trying to recreate the conditions that turned me into Spider-Man or whatever, but the spider that bit me was tiny. Why do they need king sized ones?"

"Well, according to all of their records, the spider bite should have killed you rather than mutated you. They had similar subjects in their care, but all of their simulations reaped similar results. They have a number of theories regarding why you survived, including the possibility that you may have been mutated beforehand, or that you may have stolen and tampered with the spider in question."

Peter wrinkled his nose. "Okay, what's your point?"

"You are the only evidence that their experiments in cross-species genetics could have real life consequences. Your DNA is unlike that of anything on Earth, they hoped that growing new specimens based on it would provide better results."

"Wait," he said, his mind immediately skipping back through every biology class he'd ever attended involving DNA. "Wait, wait, wait. Just, back up a little. Did you say based on my DNA?"


"Well, can you maybe go back to that bit maybe? I mean, how much DNA are we talking?"

"It's hard to say. They were forced to incorporate the DNA of a number of other spider species after the first four batches suffered from unforeseen complications, and they have been slowly increasing the amount of spider DNA in the last seven batches of test subjects. One thing is for certain, from a strictly scientific standpoint, you are their biological father."

Peter stared at the strange, lumpy, still squirming creatures behind the glass.

"I'm their what?" he squeaked.

"Don't worry, Peter. Spiders are not included under child service laws, even genetically mutated ones. You have no legal obligation towards them," Karen said helpfully.

Just a moral obligation, his brain added without his permission.

He stared at the spiders for a time, lost in his own thoughts. There were fifteen of them in total. He supposed he should be thankful there weren't more. His brain went back to a video he'd seen of a nest of spiders exploding across some guy's kitchen. There had to be hundreds, if not thousands of them. By comparison, fifteen was…still way too many.

"Karen," he said, almost losing his nerve. "Um, do you know what happened to all those other spiders? You said there were other batches, right? Are they around here somewhere too?"

"None of the spiders from the first batch made it to the post embryo stage," Karen replied, and Peter felt his stomach drop. "Three subjects from the second batch reached this stage, all of them died during their first molt. Five survived from the fourth batch, once again they died during their first molt. After this point, they started to introduce DNA from other spider species and the survival rate improved. Eight survived from the fifth batch, one even making it the next stage of development, sometimes referred to as the 'larval' stage. It died shortly after. Nine survived from the sixth batch-"

"Okay, okay I think I get the picture," Peter said quickly. The detached way in which Karen delivered the statistics was making him feel sick. He couldn't keep the worry out of his voice when he asked: "How long will these guys live?"

"In four months, one week and two days they are scheduled to be put down."

The blood drained from his face.

"But- why?" he asked with genuine confusion.

"The subjects have failed to show the desired results, those in charge of the program believe they have all of the data they can hope to gain from the experiments."

"But none of them have fully matured! They're still…babies."

Karen didn't seem to quite understand where he was coming from with that statement.

"Nurturing these spiders until they reach maturity only to dispose of them would not be a practical use of resources."

One of the spiders rolled onto its back. It flailed its too-short legs for a few seconds but didn't really seem bothered by the change in circumstance and soon settled down.

Now that the shock factor had warn off, they were almost kind of…cute. Even if they did kind of remind him of the facehuggers from Alien.

He swallowed thickly, trying to repress the overwhelming sadness creeping over him.

That was, until an idea occurred to him. A ludicrous, impossible idea that eased the tightness in his chest.

"So, hypothetically…if they were to leave this room, what would happen?"

"Hypothetically, nothing. The weather is mild enough to accommodate for their temperature requirements. Why do you ask, Peter?"

"How difficult would they be to care for?" he asked instead of replying. "I mean, do they need any weirdly specific food or anything like that?"

"…at their current stage, they do not eat at all. The scientists proposed that an ordinary diet would be suitable for them until they grew too large. Crickets, worms, and roaches are all generally accepted food sources. They can be found in most pet stores, though roaches can be harder to come by due to the stigma surrounding them."

Peter liked to think he was a logical person, but he knew any truly logical person would have left them there. At the very least, they would have gone to Mr Stark.

A logical person definitely wouldn't have taken them home.


The next day was Saturday, thank God. Peter wasn't sure how he would have made it through a whole day of school with a bin bag full of baby spiders under his bunk bed.

That morning, he made a judgement call and texted Ned. The message was simple: Can you come over at some point today? If the answer is yes, please bring one of those plastic tubs in your attic. Preferably one of the extra-long ones, the bigger the better, so long as it'll fit under my bed. Just tell your mom it's for a school project or something.

Ned's reply was a brief affirmation, but Peter could tell he was dying to know what was going on.

He texted May to let her know he was coming over, even though she'd already left for work. Unsurprisingly, she texted him back within a few minutes saying it was fine. She never seemed to mind Ned dropping by, especially since she found out about the whole Spider-Man thing. She seemed to think he should hang out around kids his own age and 'do normal stuff' more often.

Of course, this didn't exactly qualify as 'normal'.

Within the hour, he was helping Ned manoeuvre an extra-long plastic container through the doorway.

"Are you going to tell me what this is all about now?" he asked as Peter took the tub and carried it into his room.

"I broke into Oscorp last night."

"You what?!"

"Don't worry about it, no one saw me. Karen disabled all the security cameras and stuff. I figured it was the best way to find out what they wanted. Besides," Peter added, "I knew you'd try and talk me out of it if I waited."

"Well, yeah. I can't say it was your brightest move. But as your guy in the chair, you have to tell me before you break into a top-secret base of operations."

"Oscorp isn't exactly top secret," Peter argued. "You don't visit top secret headquarters on high school field trips."

"That's so not the point!" Ned said, elbowing him for good measure. "What if you were arrested? Or kidnapped! No one would have known where you were!"

"Alright, alright," Peter relented. "I promise I'll tell you the next time something like this happens. Right now, we've got bigger issues."

He started off by explaining what had happened once he'd broken into Oscorp, how Karen had told him about the experiments and them stealing his DNA. Ned's eyes grew wider and wider as he went on to describe what he'd found in the room. He was all but gaping when Peter admitted to taking them home.

"I know it sounds crazy! But…Ned they're mine. I know they're not human or anything, but that still has to mean something. Right?"

"Where are they now?" Ned asked, still trying to process the knowledge that his best friend was the sort-of-dad of fifteen giant clone spiders.

"Under my bed. I wasn't really sure where else to put them, you know? I mean, what if May came in to tell me something before she left for work and found them? I was up until, like, three am last night watching care videos on my phone. Apparently, they won't really be able to move until they shed their exoskeletons or whatever, and even then, they'll still be really small and slow and won't really want to go very far. So, I figure I've got some time to figure out what to with them before they start trying to escape and all that."

"Did you leave them in the bag?"

"Well, kind of, but I propped it open and made a bunch of holes in it to make sure they can breathe, and I've been checking on them at least every fifteen minutes since I woke up. That's why I wanted the box, though. Apparently, these things make great enclosures for tarantulas and stuff, I thought it might work until they get bigger," he said, talking faster and faster until he trailed off. "It's okay if this is freaking you out."

Ned took in a deep breath. "Can I see them?"

"Uh, yeah, sure," Peter said, already reaching for the bag under the bed. "Just be careful with them."

Very gently, Peter opened the bag to let him see. He'd grown used to them wiggling their legs when he disturbed them and was beginning to find it more adorable than creepy.

He watched Ned, trying to gauge his reaction.

"You okay?"

"What are you going to name them?" Ned asked suddenly.

"Huh?" Peter asked, head spinning from the sudden shift. "Oh, uh, I hadn't really thought about it."

"Dude, they're basically your children. You have to give them names!"

Out of all the ways Peter had imagined this going, this was definitely not one of them. Trust Ned to find a way to get excited about this.

"I don't even know what gender they are, yet!" he protested.

"So? You can always change their names later. Hey, do you think you'll be able to talk to them?"

"I don't think they'll grow up to have a very good grasp of the English language," Peter deadpanned.

"Yeah, but, what if you could speak to them telepathically or something."

Peter pondered that for a moment, glancing back at the bag of spiders.

"I guess that would be pretty cool…"

"You should totally try that when they get bigger. When do you think they'll start looking more spider-y?"

"According to Karen, they should start to molt in a few weeks."

"You think Aunt May will let me stay over when that happens?" Ned asked hopefully.

"I think so long as we leave out the part about giant spiders, we should be good to go," Peter laughed.

"So…are you going to tell her?"

The atmosphere in the room grew solemn as he tried to figure out how to answer that.

"May doesn't really like spiders," he said in a voice that seemed far too small.

"…So, are we going to decorate this tub or something? Seems kind of wrong to just leave it empty," Ned asked, and Peter couldn't help but feel grateful.

"Well, I've been watching all of these videos online and I think I've got some ideas. First things first, though. We've got to punch some air holes in this thing."

Having Ned there made him feel less crazy. Even the things he didn't really get he still accepted. He never questioned Peter's decision to rescue the spiders, and he seemed to understand the sense of obligation Peter felt towards them. To a degree at least. Ned cared about his family a lot, he understood the importance of DNA.

At this point, Peter wasn't sure if he was being driven by his spider-side or his human-side. Some deep, primal instinct had screamed at him to protect and he'd obeyed. He wasn't even really sure if it had been a choice at all, but rather a compulsion.

Whatever the reason, they were his responsibility now.

"Do you want to hold one?" Peter asked once they'd finished punching air holes in the sides and lid of the plastic tub.

"Seriously? That's allowed?"

"Of course, just be super careful with them. Okay?" he stressed. "Like, super careful. They're still really fragile."

With the utmost care, Peter withdrew one of the baby spiders from the bag and placed it in Ned's outstretched hand.

"This is so weird," Ned said as the not-quite-spider slowly stopped squirming. "…Is it strange that I also find it kind of cool?"

"It is cool," Peter replied with a grin. "I mean, look at it."

They both stared in silence for a while.

"It kind of looks like a facehugger."

"I know, right?!"


If Peter was being honest, the actual idea that he was a kind-of-dad didn't sink in until their first molt. Even though he'd logically known what to expect, the process was slow and nerve wracking. The day it started, he made himself so sick with worry that May tried to convince him to stay home from school. That, of course, led to a lengthy debate over whether or not he could actually get sick.

Needless to say, she won. He agreed to cut his patrols short for the next few days, offering minimal resistance which only served to worry her even more. He barricaded himself in his room after that, playing movies on his laptop with the box of baby spiders open beside him.

He read every article he could find on the molting process, his mind constantly going back to Karen's reciting of the records.

Eight survived from the fifth batch, one even making it the next stage of development, sometimes referred to as the 'larval' stage. It died shortly after.

The batches after that had done a lot better, he'd checked. In the last batch, the thirteen spiders that weren't stillborn made it all the way to the spiderling stage…which was when all of them died due to 'unforeseen complications'. When Peter had pressed for details, Karen reluctantly explained that the spiders simply were not designed to grow so large and had been crushed to death under the weight of their own exoskeletons. The scientists believed the issue had been resolved, Peter just hoped they weren't mistaken.

Throughout it all, Ned was a constant source of reassurance. He embraced the situation whole heartedly, even going so far as to use a portion of his allowance to buy up feeder insects.

That, of course, led to a debate over which feeder insects they should actually use. Ned claimed that Dubia roaches were the obvious choice. They were more nutritious, they didn't stink, they were quiet and thus easier to hide, they were easy to breed, and they could live for over a year with minimal effort. Plus, unlike crickets, they didn't bite.

The only downside was the price, but Ned seemed convinced that it would be cheaper to buy a few boxes and breed them as opposed to continuously buying cheaper feeder insects closer to the time.

"My uncle has a bearded dragon and he told me that crickets were an absolute nightmare. Dubias and mealworms are the way to go, though it'll probably be superworms in your case. They're a bit bigger."

"…Thanks, Ned," Peter said, swallowing down a sudden spark of emotion. "It means a lot that you're doing all this."

"Anytime, we have to make sure your spider children only get the best, right?"

"Right," Peter replied, glancing at the spiders in the tub. "Only the best."

It took them almost an entire day to molt. Ned came over as soon as possible to admire the now distinctly spider-shaped larva.

"When do you think they'll molt again? For normal spiders it's a few days, right?" he asked as they admired the tub full of still yellowish sluggish spiders.

"Yeah but based on the other subjects Karen thinks it'll be more like two weeks," Peter said. He'd been unusually quiet since the spiders had started to molt.

"You okay?"

"Yeah…I'm just…kind of numb, you know?" The explanation felt lacking and awkward, but Ned seemed to get it.

"I call dibs on naming one," Ned announced without warning. Peter immediately seized the distraction with both hands.

"After yourself?"

The idea made Ned pause.

"I mean, Ned is a pretty good name for a spider," he said thoughtfully. "But that could get confusing."

"Call him 'Edward', then. Nobody calls you by your full name, anyway."

Ned made a face. "Edward is a terrible name for a spider."

"What about 'Ed'?"

He considered that for a moment.

"'Ned and Ed', we'll sound like a really bad comedy duo."

"Is that a yes?"

"Of course."


Unsurprisingly, Aunt May found out about the fifteen, giant, larva-stage spiders living in his room.

Monday being her day off, Peter came home from school to find a deathly pale May sitting on the kitchen counter.

"May?!" he asked, dumping his bag by the door. "May, what's wrong? Are you sick?"

"Peter, I think we need to have a talk," she said, her voice shaky but firm.

His blood turned cold.

He tried to play it off at first, but the murderous glare he got in response silenced him. Honestly, the conversation that followed made look back fondly on the 'you're secretly a vigilante' talk. She calmed down a little after he explained that, while the spiders were biologically his, he hadn't knocked anybody up or secretly lain eggs or anything like that.

That turned into a lecture on breaking into and stealing from Oscorp Industries. Something inside him snapped at that accusation, and he switched gears from 'let her vent and wait for it to be over' to 'give as good as you get'. Aunt May seemed almost as stunned as he felt, but apparently the spiders brought out a protective streak in him he hadn't realised existed.

He yelled at her about how they weren't just property that could be stolen, that they were alive. That they were his. The anger left him just as quickly as it had arisen, and he broke down into sobs as he told her about Oscorp's plan to kill them once they reached maturity.

May hugged him tightly while he cried, neither one of them willing to move. Eventually, May asked if she could see them again. For real this time. He stared at her in disbelief, his face still damp and itchy from crying.


She hadn't closed the tub in her haste to get the hell out of his room, so when he opened the door he found that one of them had crept out from under the bed.

"They'll start looking more spider-y soon." It was hard not to be nervous in this situation. If May said they couldn't stay, then that was that. He supposed she was bound to find out at some point, they'd be too big for the tub after their next molt.

She inhaled sharply when she saw the spider. Though they still weren't fully developed, Peter estimated they were already larger than goliaths, pretty soon they'd overtake the giant huntsman as the largest spider species in the world, assuming they counted as a species in their own right. They did have a fair bit of human DNA in them, after all.

The still sluggish spider perked up a little when they saw Peter before they rotated on the spot to stare at May. All of the spiders held their legs close to their bodies, making them seem smaller than they actually were. All of a sudden, Peter felt grateful that he hadn't been bitten by a tarantula instead.

The spider struggled to coordinate their legs in order to approach him. Automatically he sat down on the floor to minimise the size difference, and the spider climbed into his lap.

When he glanced up at Aunt May, she was wearing her best 'parent-teacher conference' face. Fiercely determined, nervous with anticipation, and geared up for a fight.

"We'll make this work," she said with absolute conviction.

Peter believed her.


"Ned!" he shouted excitedly down the phone. "Ned, they've started to molt!"

"I'll be right there, just give me some time to pack an overnight bag. Should I bring over more roaches?"

"Probably, they're still kind of weird about eating but all the sites say they'll be ravenous after they reach the spiderling stage…" he hesitated a moment before muttering under his breath, "If they reach the spiderling stage."

"What was that?"

"Nothing. Just-just get here soon, okay?"

"You bet!"

Peter hung up after that and got down on his hands and knees to look through the transparent side of the tub. He wasn't really sure how he knew what was happening, they couldn't web themselves up in a burrow as other spiders do when they molt. He guessed it was his spider-y instincts working in his favour.

Not wanting to disturb them, he pulled on his mask and lay down on the bottom bunk. Now that May knew, he didn't have to hide the tub under a blanket anymore. He let his arm hang down and pressed a hand to the side of the tub without leaving the bed.

He could feel the vibrations through the plastic. They were faint but definitely there, likely caused by their heartbeats rather than movement. The thought gave him comfort. He felt as well as heard one of them burrow into the substrate May had purchased after doing her own research on spider care.

May was still at work when Ned knocked at the door, she always worked on Saturdays. Peter had to consciously force his hand to un-stick from the side of the tub before he could drag himself to the door.

Ned tolerated his mood swings as he alternated between feeling ecstatic and grouchy. On the one hand, when they emerged they'd be real spiders. They'd have pigment and be able to move around and eat properly which he thought would be pretty cool.

On the other hand, the molt could kill most, if not all of them. Besides, was he really ready to deal with fifteen fully mobile spiders? What if they got aggressive? Jumping spiders were known for being pretty friendly towards people, but they didn't normally get so big.

Oh God, what if they went after Aunt May while he was out on patrol or at school or something? Should he just confine them to his room? What about the fighting? Spiders weren't normally social animals (although some species were known to thrive in groups) and jumpers were notorious cannibals. He was holding out hope that the human DNA might help with that, but what if they just didn't understand? They didn't have the space to keep them separately.

He could go to Mr Stark for help, the Avengers Compound was certainly big enough to house all of them. Maybe that would be for the best, he couldn't feed them insects forever. He'd been doing a lot of research, and he figured that they might be able to sustain them on frozen thawed mice for a while, but sooner or later the money was going to become an issue. Peter had started doing some freelance photography work for a local newspaper, mostly because between school and patrolling he didn't have the time to tie himself down to even a part time job.

Then again, would Mr Stark help him? Did he even like spiders? What if he was disgusted? What if he asked for the suit back again?

Shaking his head, he suggested to Ned that they put on a movie while they waited. Something light hearted.

That was how they ended up watching Back to the Future, sprawled out on the couch while over a dozen baby spiders went through metamorphosis in the next room.

How had this become his life again?

"Oh, I almost forgot," Ned said as Marty McFly scared the hell out of a family by crashing a time machine into their barn. "I brought something to help with the spiders."

Peter paused the movie as Ned searched through his backpack before, with a triumphant expression on his face, he withdrew…his old Captain America Frisbee?

"Okay, you're going to have to fill me in here," Peter said slowly.

"Well, since spiders don't normally get any bigger than about 12 inches, I've been researching how people look after bigger animals as well. Y'know, big cats, bears, alligators, that sort of stuff. Things you can't exactly tame. One thing that a lot of people seem to do is have an object that they train the animals to associate with food? So, this way they don't think they're being fed every time someone walks into the room. I know your spiders are more than just animals, and they're gonna be super smart and everything but…" he cringed.

Peter recognised pretty quickly that Ned was worried about offending him, so he made a point of accepting the Frisbee.

"Thanks. It means a lot that you've put so much thought into all this."

"Anytime, dude," Ned replied with a genuine sincerity that took Peter by surprise. "Anything I can do to help with…all of this."

Instead of replying, Peter stared down at the Frisbee in his hands. He remembered it from when they were younger, way back when they used to play Captain America and the Howling Commandos. Or rather, Captain America and the Lone Commando because there was just the two of them. The blue paint surrounding the star was faded, the red paint on the stripes chipped. The star itself was surprisingly intact.

"So, I never told you the whole story of how I stole Captain America's shield," he said conversationally.

Ned grinned, "you know, I've been meaning to ask about that."


The first spider to bravely venture out of the tub was a male. This was made immediately apparent by the vibrant red and blue patterns covering his abdomen, almost the exact shades of the Spider-Man suit.

"I guess there's no denying you're related anymore," Aunt May muttered under her breath and Peter couldn't help but snort.

The spider froze at the sound, staring at them all with wide eyes. Peter extended a hand towards the spider.

He watched, eight huge eyes brimming with curiosity. He'd grown a lot during the molt, probably closer to the size of a very small dog than a spider now. Peter was glad he'd left the lid off the tub, there wouldn't be much room in there anymore.

When the spider didn't throw up a threat posture, Peter very gently stroked one of his front legs. He waved his fluffy pedipalps at him in response and it was quite possibly the most adorable thing Peter had ever seen.

"He's so cute," Ned stage-whispered.

Pretty soon the other spiders were emerging too, all of them cautious but brimming with curiosity. Peter had watched dozens of videos on jumping spiders in preparation for this moment, he knew that they liked to watch people and seemed to have a permanently curious expression, he knew that they had a peculiar habit of wiggling their fluffy pedipalps like they were tiny arms, he hadn't anticipated that giant jumping spiders would be even more adorable than their miniature counterparts.

"Have you started thinking about names yet?" May asked.

"Ned called dibs on naming one of them," Peter said, glancing towards his friend. Ned seemed to be in the middle of a staring contest with one of the females.

"Oh, right, uh…which one do you think looks like an Ed?"

Peter looked around the room, considering the spiders carefully. There were nine females and six males. He sent out a silent thank you to whatever higher being had spiders under their jurisdiction that all of them had survived.

At first glance, they seemed hard to tell apart. All of the females had the same plain brown abdomens, all of the males the same vibrant patterning…but when he looked more closely he could see that they all differed in tiny ways, be it size or the spacing of their patterning, or the tiny variations in how their eyes were set.

"That one," he finally said, pointing to one of the larger males.

"Alright, one down. Fourteen to go. What about this one?" Aunt May asked, gesturing to the spider closest to her, a female this time.

"Um…What do you think?" Peter asked. The spider looked up at Aunt May expectantly. They stared at one another for a while.

"Martha?" she suggested.

"Martha," Peter said, testing the name on his tongue. He supposed she did kind of suit it. "Alright, Martha's good."

"I can't believe we're helping you name your spider children right now," Ned said flatly as he watched one of the spiders climb up the wall.

"You're telling me. I know you didn't have any control over all of this, but I still didn't expect to have grand-nieces and grand-nephews running around for a long time," May said, fixing Peter with a pointed look.

Peter shot her an apologetic one back but couldn't really bring himself to regret the situation.

The first one to emerge from the tub hesitated before extending one of his legs in a clear imitation of how Peter had reached out to him before. The spider placed a delicate foot on his knee and Peter's heart melted.

"Why don't you name that one, Peter?" May asked.

Peter blinked, feeling lost. "Um…right."

He regretted not googling baby names while they were molting.

"Good names for a spider…uhhhhhhhhhhhhh."

It hit him without warning and he couldn't help but grin.


"Oh my God, yes!" Ned said. At the exact same time, May let out a groan.

"Really? Webster?"

Peter shrugged. "Doesn't he look like a Webster?"

May gave him a look. "Fine, but no naming any of them Aragog."

"Okay, that's fair."

"…can we still name one of the females Charlotte?" Ned asked.

May sighed.


"Okay, I've looked up the best things you can name a spider," Ned announced.

"This won't end well."

"Go on," Peter said, not looking away from where the newly named Oscar was trying to climb the bed frame.


"No," Peter and May said at the same time.

"Quentin Tarantulino?"

"Dude, they're not even tarantulas."




"No, Peter."


"What about Arachne for one of the girls?" Peter suggested. Most of the spiders had migrated towards the ceiling, so he'd opted to join them. May was still giving him weird looks.

"Arachne?" May asked.

"Yeah, like that lady from Greek mythology. The goddess of wisdom, Athena, turned her into a spider after she challenged her to a weaving competition."

May stared at him until he started to fidget.

"It was in the Percy Jackson novels," he mumbled.

"Maybe we could name one Annabeth. She was the daughter of Athena in those books, right?" Ned asked.

"Anna for short, that could work," Peter replied, eyeing one of the larger females he happened to be sharing a ceiling with.

"Hey, we should name one of them Natasha!"

May looked away from Bethany just long enough to glance at Ned. "Why Natasha?"

"Duh, Black Widow."

Peter and May both groaned.

After a lot of back and forth debate, they settled on Natalie. Plausible deniability and all that.

"That one," Peter decided, pointing to the smallest of the females. She seemed reserved, content to watch the other spiders with calculating eyes as if waiting to see if any of their ventures ended in disaster before she started to explore for herself.


"Madame Octa?"

Peter squinted. "Why does that sound familiar?"

"Did you never read the Cirque Du Freak series?"

"Ooooooooooh, yeah. I remember now."

"You can't name one of them Madame Octa," May said.

"I agree," Peter chimed in. "Too on the nose. Ugh, why is this naming thing so hard?"

"Well, normally people only have to name one child and have nine months to figure it out," Ned said wisely.

"What if we name them after a different character from that book?" Peter said as he dropped down from the ceiling onto his top bunk, careful not to take any of the spiders with him.

"Like Darren?"

"No," May said before Peter had the chance.

"Uh," Ned said, wracking his brains as he tried to remember the names of the other characters in the series.


"Come on," Peter said. "There's got to be better than that."

"Um, Crepsley?"

"That…" Peter trailed off. "That could work."


"I kind of like it."

Surprisingly, May didn't protest. She must have been sick of trying to come up with names too.


"Luna," May suggested. "For the one with the white spot on her back. From here it kind of looks like a crescent moon."

"I'm down," Peter said with a yawn. Three of the spiders had joined him on the top bunk, curling up on his chest and draping themselves over his legs. A handful of others were scattered across the walls and ceiling close by, the rest gravitated towards May and Ned.

Peter went quiet, lost in thought as he patted the head of a nameless male. They didn't seem to mind being touched, so long as nobody went near their eyes.

"Should we name one after Ben?"

May looked up in surprise, her expression growing solemn. "That would be nice."

He looked back at the male curled up against his side. His black eyes stared right back.

He swallowed thickly, blinking the moisture from his eyes.

"Is there anyone else you want to name one after?" May asked softly.

Peter hesitated, mentally doing a head count and realising they had one male left without a name.

"Tony…I should name one after Tony."

May's expression darkened.

"He's not that bad," Peter insisted. "He's done a lot for me, I probably would have been stabbed trying to break up a mugging or something by now if he hadn't given me the suit."

May looked like she wanted to argue but didn't reply.

"What about Anthony?" Ned suggested.

"Anthony works."

He considered renaming one 'Happy' before deciding against it. That would be a little on-the-nose.


Leaving for school on Monday was one of the most trying tasks of Peter's entire life. May assured him over and over again that she'd be there with them all day, reminded him that if he stayed home today it would be even harder tomorrow because they'd have to leave them all alone.

Focusing on any of his classes proved impossible. Overall, he probably spent more time looking at the clock than at the whiteboard.

When lunch rolled around, he found he was too queasy to do much more than push his food around his plate.

"They're gonna be okay," Ned said. Peter didn't understand where that confidence came from. He didn't know they'd be okay, not really. He just hoped they would be.

When Ned realised his empty assurances weren't doing a thing, he took a different approach.

"Why don't you call May?"

Peter looked up in surprise. "That…that's actually a really good idea."

"Then go," Ned said, making a shooing motion with his hands. "I'll guard your food for you."

Peter very nearly ran to the other end of the cafeteria but managed to force himself to slow down because he did not want to get detention right now.

Finding a quiet hallway during lunch hour would be nearly impossible, so he made a beeline for the library. Yes, technically speaking he wasn't allowed to use his phone in there, but it was almost always empty during lunch for that exact reason, and not even the librarian visited the senior section.

He found a spot completely out of sight around the Renaissance period and sat down on the floor.

The phone rang twice before May picked up, sounding perfectly at ease.

"Hey, May," he said, trying not to raise his voice above a whisper.

"Peter? Shouldn't you be in class?"

"Nah, lunch just started. I'm in the library, though. That's why I'm whispering…I just-I just wanted to check in, you know?"

"Yeah Peter," May said. "I know. I felt the same way about you the first time Ben and I had to leave you in the apartment with a baby sitter."

"You called me every other hour," Peter remembered with a smile.

"And texted you in between, yeah."

"…So, how is everyone?"

"They're doing great, Peter. They've just discovered the joys of television."

"Oh yeah? What are you guys watching?"

"The Incredibles was on, seemed appropriate."

"Oh yeah?" Peter couldn't help but grin. "How are they liking it?"

"They're entranced. One of them gets really close to the screen every time they do that force field effect. I'm thinking we should name her Violet."

"Violet is a pretty cool name," Peter admitted.

"Then again, this one may already have a name. I'm not that great at keeping track of them, yet. I'll get there, though."

Peter tried to suppress his laughter.

"That's okay, May. You'll get better at it…Hey, May?"


"I'm sorry I didn't tell you about them before. It's just-" he bit his lip, trying to figure out how to put his thoughts into words. "Things have been kind of strained between us ever since you found out about me being Spider-Man. I didn't want to-"

"Peter Benjamin Parker you stop right there."

Peter waited for the lecture.

"Look, I get it, okay? You were trying to keep them safe. I can't say I like how I find out about it, but I get it. Just…next time something like this happens- Okay, scratch that, let's hope that something like this never happens again, but if something happens, you have to tell me about it, Peter. Otherwise this won't work."

He went quiet for a moment before responding with an emotional: "I promise, May."

"Okay, then…now, go eat your lunch. Everything here is fine."

"Thanks, May."

Peter hung up the phone and got to his feet, almost knocking his head on a shelf marked 'Medieval Poetry' in the process.

Ned was waiting for him when he returned, still guarding his tray of food.

"Where'd you run off to?" MJ asked without looking up from her book.

Had she been sitting there when he left?

"Uh, just…had to check on something."

"That so," she hummed.

Peter never knew someone could make the words 'that so' sound so much like 'you're full of shit, Parker', but somehow MJ managed it.


Peter started going out on patrols again within days of the spiders molting, much to May's disappointment. It took a number of lengthy debates for them to come to an agreement they could both live with.

It didn't take a lot to convince him to drop his post-school patrol, he hated leaving the spiders alone for any longer than was strictly necessary, and there wasn't exactly an abundance of crime going on in the late afternoon on weekdays. The evening patrols were the real cause of controversy.

When May first found out about the whole Spider-Man thing, one of the commonly recurring arguments had been over his schedule. At the time, he'd regularly been staying out between the hours of one and three am, depending on how bad his insomnia was that night.

Upon finding himself grounded, his mental state went from manageable to unbearable. He had no way of releasing all of that nervous energy he expended during his escapades as Spider-Man, so instead it boiled inside of him. It felt like a permanent caffeine rush without the crash. If anything, the lack of sleep made him even more jittery. He was constantly moving, unable to focus on any one thing for too long. His strength got harder to manage, his heightened senses made his bedsheets feel like sandpaper. Without an outlet, sleep became a foreign concept.

The worst part of it all was the guilt. The city never sleeps, after all. When he tried to relax, his hearing caught on the edges of pleading words and pained screams. He wasn't sure if they were real people or if he was just hearing the neighbour's television. Or maybe he'd really lost it and it was all in his head. Regardless, every sound set his imagination alight.

Most of the crimes he broke up were petty, but he dealt with armed criminals far more often than he lead people to believe. In just a few days, how many people had suffered because he wasn't there to intervene? How many people were assaulted in dark alleyways while he lay awake, staring at the ceiling? How many were left traumatised?

On the worst nights, he thought about how many lost their lives.

May relented when the nightmares reached their worst and his screams woke her up in the middle of the night. Peter didn't want things to get that bad again.

That was how he convinced her to let him out on nightly patrols. For the time being, he was under strict orders to be back by midnight, except on Saturday nights because Sunday was the only day they both had off which meant she could look after the spiders.

The spiders never really seemed bothered when he left, but within seconds of his return he found himself overwhelmed by fifteen over-eager arachnids, so he knew they missed him when he wasn't there.

Thankfully, Oscorp seemed to have eased up on the creepy stalking, but he still took the train several stops away before patrolling.

For the next two months, everything went pretty well. The spiders molted again and went from around ankle height to almost knee height. They still kept their legs tucked in tight against their bodies which made them seem taller, but also meant they took up less space. It felt kind of like they were living with fifteen cocker spaniels…except the cocker spaniels each had eight legs and eyes…and they could climb walls…and they didn't understand the meaning of the word 'stay'.

Peter quickly realised that they followed gestures better than words and started watching sign language tutorials on YouTube. He wasn't sure if they understood much of what he was trying to convey, but he did his best to sign important words when he spoke to them. They caught onto the sign for 'food' pretty damn fast, that was for sure.

Sign-names were another issue entirely. If he'd thought coming up with normal names was hard, coming up with relevant nicknames seemed impossible. He felt bad about it, but he'd resorted to using the first letter of their names. In the case of those with names starting with the same letter, he used the first two letters. They didn't seem to really get the concept of names, so he was pretty sure they weren't too offended by his lack of originality.

The increase in food costs had to be taking a toll on their budget, but Aunt May refused to let him worry about it. The photography helped a little though it wasn't nearly enough. He started fixing old computers again to bring in a little extra cash. The ones he couldn't fix, he cannibalised for parts. To be honest, a lot of the time the individual parts sold better online than the outdated working product.

Working with the spiders around could be challenging at times, their curiosity knew no bounds. They seemed to sense when he was frustrated with his homework because that was usually when they stole his textbooks. Crepsley was the worst for it. More than once Peter found him hiding under pieces of furniture, clutching the Spider-Man mask in his pedipalps. The last time it happened, something about his expression reminded Peter of a human toddler clutching a stuffed animal.

Which, when he thought about it, made a lot of sense. He'd made a habit of stealing things, and not just his suit and textbooks. Aunt May's fabric placemats were his favourite. He liked to bunch up the material to make it easier to carry and either stash them somewhere in the apartment or hide under the furniture with them until Peter could coax him out.

One day when he was waiting for May to come home from work, Peter went into his room and started sorting through boxes in the back of his closet. He'd thrown out most of his stuffed toys from when he was a kid, but he knew there were still a few holed up somewhere.

Victorious, he held up a stuffed bear which had been jammed into a box of old school projects, including a few science projects he'd forgotten existed. Violet, Meg, and Ben stared at him like he'd lost his mind.

"You guys will see," he said, patting each of them on the head before he went back to where Crepsley was currently holding his mask hostage.

When he showed him the bear, the spider unfurled his legs to regard the foreign object more closely.

"Here," Peter said, placing the stuffed bear on the floor in front of him. "For you."

Crepsley hesitated, staring at the bear as if he expected Peter to snatch it back at any moment.

He reached out with one of his front legs to drag the toy closer, dropping the mask as he did so. The bear was a little big for him yet, but the spiders still had a lot of growing left to do. Crepsley didn't seem to care that it was awkwardly sized as he held it with his pedipalps.

"Can I have my mask back now?" Peter asked. Crepsley, of course, didn't respond.

"Mask," he repeated more slowly. He didn't know the sign for that, so he just mimed putting it on. When Crepsley still didn't seem to get it, he outright pointed at the crumpled fabric by the spider's feet.

Peter couldn't tell if the spider shuffled away from the offending object because he genuinely understood or if it was just a coincidence. Either way, Peter retrieved his mask, so he labelled it a success.

As soon as he had the chance, he used his leftover birthday money to purchase thirteen stuffed animals, as well as a discounted Iron Man plushie for Anthony because he couldn't resist the temptation. This turned out to be an incredible success, with the vast majority of the spiders refusing to part with the toys except for when they were eating and the rest opting to hide the animals retrieve them from their hiding places when it was time for bed. Webster and Natalie were the only ones who seemed disinterested.

Overall, though, things were going pretty well...until a man dressed as a goblin started throwing bombs at him. Needless to say, that night wasn't especially fun.

He still wasn't sure how he managed to drag himself back to his apartment that night, the Spider-Man suit poking out from underneath the button up shirt he'd forgotten to do up all the way.

He found May waiting for him. Peter half expected her to scold him for staying out past curfew, but either she changed her mind when she caught sight of him or she'd heard about the fight.

The spiders were more frantic than usual when they dog piled on top of him. He didn't have the energy to fend them off, so instead he slid to the floor and allowed them to form a pile on top of them. The weight of their fluffy bodies made him feel better, even if they didn't help the pain.

There was an anxious sort of tension in the room as May helped him out of the suit and, after applying a generous amount of burn cream, started picking bits of glass and debris out of the slices in his skin with a pair of bathroom tweezers. The spiders gathered around him, gently poking him with their feet from time to time.

He wasn't sure if they were trying to reassure him or if they were just hungry.

"May," he said when he was coherent enough. "May, I can do this. You've got work tomorrow."

She glowered at him in response.

"If you honestly think that I'm going to leave you on the bathroom floor chalk full of glass because you won't go to a hospital like a-"

"It's not just the vigilante thing, May." He was way too tired to have this conversation. "What am I supposed to say if they want to run tests? Or when my wrist heals in the middle of them x-raying it?"

She pursed her lips in response.

"At least let me put the disinfectant on while you're doing…all that," he said, waving his good arm for emphasis.


May had to shoo the spiders away from the first aid box. Ed and Charlotte in particular were fascinated by it.

"Leave the suit alone," Peter warned, keeping an eye on Anna who was slowly inching closer to the shower cubicle where he'd discarded it.

Speaking of the suit, he was going to have to figure out what to do about that sooner or later. It was damn tough, but apparently it wasn't designed to withstand direct hits from pumpkin-shaped grenades. Parts of it were intact if you excluded a few nicks and tears, his mask included. Other parts were either burned, shredded, or partially dissolved.

Mr Stark was going to kill him.

As if sensing his distress, Violet reached out from where she'd settled on the edge of the sink and poked his forehead with a delicate foot. He couldn't help but smile at that, though it probably came out as more of a grimace.

Being mindful of her legs, he scooped her off the counter. She squirmed a little, waving her pedipalps in a way that made her look vaguely offended before she got a grip on his shoulder and settled down. Her fangs were dangerously close to his exposed throat, but he couldn't bring himself to care.

Soon after he found himself overwhelmed by tiny-dog sized spiders, all vying for his affection. He moved back down to the floor which made them a little happier, May muttering under her breath as she tried to wrap the burns on his side while half a dozen spiders used him as a climbing frame.

Peter didn't realise he'd dozed off until May gently shook him awake.

"Peter, we need to get you to bed."

He blinked.

"H've a c'ncussion…no sleep."

"That's just a myth, sweetie. I checked," she assured him. "In fact, sleep is strongly recommended to help the healing process."

"Errungh," he said in response, already dozing off again.

She shook him again and he said something unintelligible in response.

"Peter." He cracked open an eye because that was her 'cut the bullshit' voice.




The spiders didn't seem to like the idea of moving any more than he did, but with May's encouragement they made the trek back to Peter's room.

He all but collapsed on the bottom bunk, even though he only ever slept in the top one. They'd even started hanging blankets over it to create a make-shift hide for the spiders. He was careful to leave the blankets more or less where they were, so the bottom bunk was still mostly concealed, with exception of the space directly opposite his face. He got claustrophobic if he felt too enclosed.

"You should go to bed too, May," he mumbled.

"I will," she said, running a hand through his hair. The spiders piled on top of him once more, scuffling with one another for the best spot. "I just want to make sure you're alright first."

"'m fine," he said. Too exhausted to put up any more of an argument, he rolled over onto his back. He spent a long while staring at the underside of the top bunk while the spiders got themselves comfortable.

Oscar situated himself under Peter's chin, nuzzled against the hollow of his throat. Beth was somewhere up above him, legs tangled in his hair. Martha and Crepsley insistently burrowed under the covers and curled up against his side.

Luna, Ed, Meg, Anna, and Shelby all piled on top of his legs. Charlotte, Ben, and Anthony took up residence on the wall to his immediate left. The only spiders who weren't in his immediate vicinity were Webster and Natalie, but even they could be found close by.

He knew from their body language that their lack of proximity wasn't because they didn't care, quite the opposite. Natalie lurked directly above May's silhouette, silent and watchful. Webster kept watch from the wall directly above the door, ready to drop down on any would-be-intruders.

While the others slept, the ever-vigilant spiders would keep watch over the apartment and those who lived in it.

A sad thought, he supposed. But a reassuring one.

He made a mental note to sneak them a few super worms in the morning. The feeder insect colonies weren't maturing anywhere near fast enough to meet their demands but were still an overwhelming favourite. May had started to experiment with other food's after copious amounts of research, as well as advice from Karen.

So far, chicken proved a popular choice. They tried to avoid giving them processed food, or even cooked meats…but that didn't stop Crepsley from stealing strips of bacon off their plates whenever he got the chance. Peter had left out their old tub and was attempting to teach them to leave their undigested leftovers inside it with mixed results.

He drifted off to sleep that night, surrounded by spiders and with May at his bedside.

Despite his many injuries, he slept soundly.


He came in and out of consciousness a few times before he really woke up the next morning. He heard an alarm and May cursing, a few of the spiders started getting restless, he heard the front door close. Everything ached, but it wasn't even close to what it had been before. This he could handle.

Yawning, he sat up to find half a dozen spiders still pinning him down, the gentle tap, tap, tap of the others walking around drifted in through the open bedroom door.

"C'mon, guys. I know it's Saturday, but we've got to get up," he said as he slid out of the bed, careful not to jostle any of them in the process. He found himself thankful that spiders were physically incapable of grumbling. He was sure they'd be giving him hell for moving. As it was, all they could do was convey a vague sense of irritation through their movements, and even that was enough to make him feel guilty.

Anthony, Luna, and Shelby all moved to follow him, even if they weren't especially keen on the idea. Only Webster and Natalie stayed behind.

He wasn't sure when they'd decided to call of their watch and get some sleep, so he pinned the blanket back into place over the bottom bunk to block out the light for them. He'd wake them up in a few hours if they didn't come through on their own.

His first stop was the bathroom to assess the damage. His suit was (thankfully) still in the shower. Upon closer examination, he found the damage was worse than he'd previously thought. Even if Tony could salvage it, the cost of repairs would be…

Shaking his head, he folded it up and placed it in a carrier bag under the sink. Dried blood stains were a bitch to deal with, but he'd make sure the shower was clean before May returned from work.

He was reluctant to look in the mirror just yet, so he started assessing the wounds on his torso first. The burns which had once been scorched and blackened were red and shiny, first degree burns rather than flesh cooked almost to the bone. They didn't smell anymore either, which he supposed was good. Most of the nicks and cuts had scabbed over which was good but they hadn't quite healed over, he figured his body was too overtaxed to worry about scratches right now. The bruises were in varying stages of healing, some of the minor ones were turning green but a lot of them were still black and blue. The hand-shaped bruise around his throat had turned an ugly purple colour, the same hue as the ugly footprint-shaped bruise on his sternum. It no longer felt like his lungs were being pierced by a few dozen splinters, so he could only assume that his ribs were healing okay. They still seemed tender and ached in protest when he moved in a way they deemed unfit.

His face was, unfortunately, a different matter. The bruises under his eyes remained stubbornly purple, dappled with flecks of black. His left eye, though no longer swollen completely shut, was still puffy and created the impression that he was squinting. The cut running along his cheekbone had scabbed over, but the skin around it had turned a deep blackish blue. His split lip was, unfortunately, still split.

No wonder the spiders seemed skittish.

He took a quick shower, wincing in pain as the hot water hit the burns on his back before he changed into a pair of sweats and a high neck sweater that did a pretty good job of hiding the finger marks on his neck.

He padded into the living room, scooping Martha up off the windowsill as he went to keep her from fiddling with the closed blinds. They really didn't need to give the neighbours heart attacks on top of everything else.

He placed the wriggling spider back down on the counter top, only to have her latch onto his arm as he tried to pull away.

Ignoring the way his mostly healed wrist gave a twinge in response, he allowed her to climb onto his back as he went to hunt down some food. He found Beth hiding out on top of the fridge.

As Peter went about making breakfast, Crepsley climbed onto the kitchen counter. The stuffed bear got under his legs as he carried it, but he seemed determined. Peter ended up helping him through the last leg of the journey, and the spider made himself comfortable in his usual spot on the kitchen counter.

Peter was tempted to send Ned a picture of the spider with the stuffed animal, but he'd forgotten to charge his phone the night before. He promised himself to give a detailed recounting of the event later instead.

Peter was careful when he chose what to watch around the spiders. He tried to avoid anything overly murderous in case they got the wrong idea. They'd shown a love for all things animated, with Bug's Life being their favourite so far. They crowded closer to the screen whenever the black widow spider made an appearance, a fact that led to Peter's desperate search for another decent role model. As it turned out, there was a severe lack of spider-representation in kid's movies, especially since he outright refused to put them through the heartbreak of Charlotte's Web.

Maybe he should send someone an email about that.

Peter finished his Chinese food and wandered back into the kitchen, leaving the spiders gathered around the TV. He almost broke the plate in his hands when someone pounded on the front door.

Everyone in the room froze at the sound, waiting to see if it was a fluke.

"Kid open up, it's me."

"Shit," he said under his breath before shouting, "just a second."

His first move was to switch off the TV. For once the spiders didn't offer any protest. Their legs were tucked in even closer than usual, their pedipalps twitching with nervousness.

"C'mon," he hissed. "You guys have to..."

It took him a moment to remember the sign he was reaching for. "hide."

He made shooing motions and gestured towards his bedroom door. A few of them shuffled in that general direction, but they seemed more concerned about the noises coming from the other side of the front door.

"Are you alright in there?"

"Yeah!" he shouted back. "Be right there, Happy."

Taking a different approach, Peter ran inside his room and gestured for the spiders to follow. He wasn't sure if they recognised his urgency or if they just wanted to be close to him under the unprecedented circumstances, but the majority of the spiders followed.

Natalie and Webster peeked out from behind the blanket covering the bottom bunk, their movements sluggish as they tried to shake off the residual effects of sleep deprivation. Somehow, he managed to corral the others into his bedroom and made it to the front door alone.

"Hey," he said, trying to act casual. "What-uh-what are you doing here?"

Happy gave him a look that made it clear just how unimpressed he was.

"Why the hell weren't you picking up my calls?"

"My phone's dead. I forgot to charge it last night. Was…kind of busy." He was all too aware of the mess of bruises on his face, so he did his best not to look Happy head on. As if that would make it any less obvious. "Why were you trying to call me?"

"Why was I-" Happy stared at him in disbelief. "Have you seen the news?"

"Not since yesterday morning…" he trailed off. Had something gone down? Was Happy trying to get a hold of him for a mission? He seemed pretty relaxed if that was the case. He was irritated, sure, but he didn't look like someone who was concerned about the world ending any time soon.

"Can I come in?" he asked with a sigh. "There's something you need to see."

"Um, sure?" Happy had never been to the apartment before, but he didn't say anything about it. Aunt May raised him to have manners, so the next words out of his mouth were: "can I get you anything?"

"No thanks," Happy replied as he took out his phone fiddled with it for a minute before handing it over. It was a video from a news outlet, the banner displaying the words 'Local Vigilante Faces New Supervillain In Brutal Exchange'. "The local news cycles have been covering it almost non-stop."

The report was pretty run of the mill, but it painted him in a positive light for once which was nice. They even brought up his 'altercation' with the Vulture as if it was a qualification which…he supposed it kind of was. The superhero equivalent of extracurriculars.

He turned off the volume when they switched to video footage of the 'incident' (warning, the following footage contains scenes of violence that some viewers may find distressing), the Goblin's manic cackle wasn't something he needed reminding of.

They didn't start the fight at the beginning, back when the two had seemed evenly matched. They didn't establish that Peter wasn't helpless, that he'd diverted bombs away from civilians and dodged that razor-sharp glider countless times.

They started at the exact moment the pair collided. The altercation that followed was brief and ended with the man pinning Peter to the side of a building, a pair of inhumanly strong hands wrapped around his throat. They didn't tighten enough to cut off his air supply, not completely. The Goblin cocked his head to the side, watching with a revolting level fascination as the Peter on screen flailed, and gasped. He clawed at the hands around his throat, desperately trying to relieve the pressure on his airways. He could still feel the phantom pressure around his throat, periodically relaxing enough to let slivers of air reach his lungs before snatching it away. It was enough to keep him conscious, it wasn't enough to let him breathe.

Happy reached out to take the phone back, but Peter dodged his outstretched arm.

He got in a lucky shot, the Peter on the screen did that was. His elbow struck the Goblin's neck where the plates in his armour met. It irritated him enough to make him loosen his grip, and Peter fell to the ground in a crumpled heap. His hands went to protect his damaged and vulnerable throat as his lungs struggled to take in air.

A twisted grin spread across the Goblin's face, something Peter hadn't seen the first time around. An armoured boot hit the on-screen Peter's side, sending him flying backwards. That fascination returned as the Goblin stalked closer. Peter got onto all fours, but a firm kick sent him sprawling onto his back. The man planted that same boot on Peter's chest, slowly increasing the pressure on his ribcage. Peter's movements became erratic as his bones began to creak under the weight. He scrambled for a grip on the boot, and though you couldn't see it in the video, his hands caught on the jagged metal and left bloody impressions of his hands behind.

They cut away from the video, and Peter turned up the volume again to hear what the too-calm presenter had to say.

"Despite the brutal nature of the attack, Spider-Man did come out victorious. He was able to subdue the villain that has since been dubbed the 'Green Goblin' and waited for the NYPD to arrive on scene before disappearing. Sightings of him following the incident are scarce, but it's clear that his injuries were extensive. Unfortunately, the Green Goblin was able to escape police custody in transit which has led to a city-wide demand for an increase in funding to-"

Peter paused the video with shaking fingers. He handed back the phone without looking up, focusing on keeping his breathing even.

"Are you sure I can't get you anything?" he asked, voice cracking halfway through the sentence.

"I'm sorry, kid. I didn't mean for you to-"

"I wanted to see it," Peter cut him off. "Besides, I would have found out about it eventually. I try to watch the news pretty closely."

He had to text Ned and let him know he was okay.

"Um…when the guy escaped…he didn't hurt anybody did he?"

"Cuts and scrapes, mostly. He bolted first chance he got, something tells me he won't be bothering you again."

"I doubt that," Peter muttered under his breath.

"I'm serious, kid. Tony-"

Peter's head snapped up at that. "Tony knows?"

Happy's eyes flickered to the cut scabbing over on his cheek. "Of course Tony knows, I had to convince him not to break down your front door. What's this about you telling your suit's AI not to call for backup?"

"I thought I could handle it…and then the suit got all messed up and Karen got kind of glitchy. I mean, everything was great! It's just…some of the systems went offline when he set that bomb off."

He cringed at the memory. "It was fine, though! I mean, that video looked bad but the whole fight wasn't like that, I swear. I mean, I won…even if he did technically get away afterwards but I wasn't there for that bit…"

Happy's frown deepened the longer he rambled, so Peter just sort of trailed off and waited.

"That shouldn't have happened with your suit, Tony will want to look at it."

Peter all but recoiled at the suggestion.

"Um, you know what, I think it's fine. In fact, yeah, maybe just don't mention the suit to Tony?" Peter couldn't help but feel embarrassed by how high his voice got at the end of that sentence.

Happy blinked. "You're not running around in a barely functional suit. You'll have it back in a few days, tops…Unless, of course, there's something you're not telling me."

Peter stared intently at a patch of discolouration on the wall.

"You didn't lose it did you?" Happy asked with a sigh.

"No!" Peter said without hesitation. "Jeez, I'm not that irresponsible."

"Then what?"

He shuffled his feet, looking anywhere except at Happy.

"I know where it is…"

"But?" Happy asked. The impatience seeping into his voice was what pushed Peter over the edge.


"Define 'completely wrecked'."

Peter hunched over, trying to make himself as small as possible. "…It's cool, I did this before I had the suit, I'll do it after. I'm just…will you tell Mr Stark that I'm really sorry? I know it was super expensive and-"

"Peter," Happy interrupted and that caught his attention because he wasn't sure if Happy had ever used his real name before. "Tony's doesn't care about the suit."

"It's trashed, Happy. Like, barely even good for spare parts kind of trashed."

"I think he'll be more concerned by the fact that you were wearing the damn thing when it got trashed."

"Happy," Peter whined. "I'm being serious."

"So am I. Can I see the suit?"

Peter obliged, retrieving the suit from the bag in the bathroom.

"Jesus Christ are those acid burns?"


Happy pinched the bridge of his nose. "I'm too old for this shit."

Peter didn't reply as he stuffed the suit back into the bag.

"Okay, I know this is a difficult concept for you to understand, but all of this," he said, gesturing to the bag in Peter's hands, "is not your fault."


"No buts, now we're going to take a little trip upstate, and you're going to get those injuries checked over by a qualified medical practitioner who knows what they're doing. They take doctor-patient confidentiality very seriously, so you don't have to worry about your identity getting out-"

It was Peter's turn to interrupt this time, his mind going to the fifteen spiders confined to his room. "No."


"No," Peter repeated. "I'm fine, I just need to sleep it off. Tomorrow I'll be good as new."

They stood in silence, Happy seeming to stunned to form a coherent sentence.

"Some nutjob threw a bomb at you before proceeding to kick the crap out of you," Happy said slowly, as if Peter didn't understand. "And you're just going to pass on getting medical help?"

"Um…yes?" Peter said, though it came out as more of a suggestion than a statement.

Happy opened his mouth to speak but was interrupted by an almighty crash coming from Peter's room.

"What was that?"

Peter paled.


"Books," Happy repeated. Peter winced because God it sounded even more stupid when he said it like that.

"Yeah…You know, you just leave all of your textbooks in a massive pile when you don't feel like putting them away. Eventually they fall…and it sounds just like that."

Another noise in came from the room, like the tinkling of broken glass. He really hoped the spiders hadn't broken the window because he wasn't sure how he'd go about explaining that one to the civilians minding their own business on the street below.

Happy crossed the room and opened the door, ignoring Peter's shouts of protest.

Anthony bolted out of the room, probably trying to make it to the couch. As the smallest of the spiders, he alone could still fit under the furniture. Instead, he ran headlong into Happy's legs.

The neighbours really are going to kill us one of these days, Peter thought as Happy let out a scream.


Happy didn't get the chance to meet the rest of the family as they wisely chose to hide when they heard his deafening screech. Immediately Peter leapt into action, scooping the traumatised Anthony into his arms. Anthony unfurled his legs to wrap them around Peter's torso, clinging to him desperately.

While Happy tried and failed to construct a coherent response, Peter peeked his head around his bedroom door. His lamp was on the floor, the lightbulb in pieces. He picked them up as fast as he could to prevent the others from cutting themselves, stashing the shards in his desk drawer for the time being. He also snagged Anthony's Iron Man plushie which lay abandoned on the floor. Webster crept out from under the bed, regarding him with cautious eyes. Peter pressed a finger to his lips and hoped that he understood.

He was reluctant to take Anthony back out there but leaving him behind seemed even worse. The spider continued to tremble against his chest, even after Peter returned his Iron Man plushie. Sighing, Peter closed his bedroom door and sat down on the couch, leaving a still stunned Happy to watch him from across the room.

"It's okay," Peter murmured to the spider. The vibrations seemed to reassure Anthony a little as he responded by flattening himself against Peter's sternum and unwrapping his two foremost arms from around Peter's neck to press them against the hollow of his throat.

Peter found himself repeating the words over and over again, hugging him closer. The spider looked so vulnerable as he stared with wide black eyes, holding the plushie in as strong a grip as he could muster.

Happy opened and closed his mouth as if he were carrying a conversation in complete silence before he closed his mouth and just stared at them for a minute longer.

"I'll be right back," he said, and Peter felt kind of bad because his voice was genuinely shaking. He'd never asked Happy if he liked spiders before. Given his ashy complexion, Peter didn't think he needed to anymore.

Happy left through the front door and spent a few minutes trying to get his breathing under control. No doubt Happy intended for the phone call that followed to remain private, but Peter's super hearing made it difficult not to overhear. The walls combined with the fluctuating connection managed to muffle Tony's voice a little, but Peter got the gist of it.

'The kid reproduced' was Happy's opening line. It wouldn't have been Peter's first choice but seeing as how he didn't stick around to get the backstory he supposed it was a fair assumption.

Peter didn't need super-hearing to know the first word out of Tony's mouth was 'what?!'.

"I don't know the 'how' or the 'why' of it, I just know that there's a giant god damn spider and I can't deal with giant god damn spiders Tony."

"When you say giant…" Tony said, his voice slow and cautious as if he didn't really want to know the answer to his own question. Peter didn't hear how that inquiry ended, but he couldn't bring himself to mind.

"I mean, we're not talking eight legged freaks but still a hell of a lot bigger than any spider has any right to be. Ever."

"And you're sure it was…his?"

"Where else are you going to get a giant spider, Tony?" Happy asked incredulously.

Peter was pretty sure Tony replied by saying: "I'm just asking," closely followed by something along the lines of: "we do live in New York and-"

"It was red and fucking blue, Tony! Spider-Man's colours, down to the god damn shade. You're telling me that's a coincidence?"

"…Shit…" Tony said. He added something else, but Peter didn't quite catch the sentence that followed the statement.

"You think I know?" Happy asked, it sounded like he was bordering on hysteria at this point. "I don't even like moving spiders out of my kitchen, you think I've got the first idea how to deal with-"

Peter looked away from the door, patting Anthony on the head without thinking about it. The trembling eased somewhat, but the spider continued to cling to him like his life depended on it.

"Alright, alright, I'll be right there. Just…don't leave until I get there."

"It's going to be okay," Peter said, as much to himself as to Anthony this time. "We'll figure this out….somehow."


Happy came back inside after he stopped hyperventilating in the hallway. He recoiled when he saw Anthony still clinging to Peter's midsection. He looked a lot bigger with his legs flattened out, so Peter tried not to feel too hurt by it.

"You can wait outside if you prefer. I know this is freaking you out."

"No," Happy said, his voice an octave too high. "No, I'm, uh. I'm good. Not at all freaked out."

Anthony readjusted his grip on Peter and Happy gave a visible shudder.


"Cute?" Peter suggested with a half-smile. Happy didn't seem to realise that he was messing with him.

"Not…not my first choice, but sure…let's…let's go with that."

Anthony tapped a delicate foot against Peter's throat to get his attention. The movement made Happy visibly cringe.

What? Peter signed in response. He didn't bother repeating it out loud afterwards.

The spider hesitated before pulling one of his foremost legs away from Peter's throat to jab it in Happy's general direction.

Peter frowned for a moment glancing back at Happy.

Who? he suggested. Anthony gave no indication that he was correct, but he didn't give any indication that Peter was incorrect either.

"This is Happy," Peter said aloud, repeating the name a few times in sign language to make sure the spider picked it up. Fortunately the word 'happy' was easy to translate.

Anthony went back to clutching his plushie, so Peter figured he must have interpreted the question correctly. He felt a pang of pride, that was probably the closest he'd ever come to having a conversation with one of the spiders.

"Can it actually understand you?" Happy asked. He seemed to consider this a disturbing concept.

"He," Peter corrected.

"Right…Can he understand you?"

Peter gave a vague shrug. "He understands some things better than others, I think. Signing makes things easier, spiders don't interpret sound the same way humans do. They…feel sound rather than hear it."

Peter left Happy to mull over that thought.

"…I called Tony," he admitted after a few minutes of awkward silence.

"I know."

"Oh…well he should be here soon."

"You really don't have to stay," Peter said, staring at Anthony to avoid meeting Happy's eye. "I know Tony told you to, but…he's freaking you out."

"He's not freaking me out," Happy insisted stubbornly.

Peter fixed him with a stare. "Happy, you screamed when you saw him."

"I wouldn't call it a scream."

"Well what would you call it."

"An…exclamation of alarm," Happy replied.

"Fine, he alarms you. Is that better?"

Happy hesitated. "Look kid, he just took me by surprise is all. I'm fine with him, I promise."

"If you say so," Peter said. Anthony had stopped trembling but didn't relinquish his octopus-like hold. He seemed pretty content where he was.

"What's with the Iron Man toy?"

Peter looked up to find Happy inching a little closer.

"He likes having something to hold…and it seemed kind of appropriate. His name is Anthony," Peter said.

"Oh," Happy said. He waited a moment before he added, "you know…Tony's become pretty attached to you kid."

Peter shrugged, focusing his attention on the spiderling in his arms.

"Do you know if Tony likes spiders?"

Happy's expression softened. "I know he doesn't dislike spiders."

"But you're not sure what he'll make of giant ones," Peter said when Happy didn't.

They didn't say anything else as they waited for Tony to arrive. Anthony was more relaxed now that he knew Happy wasn't a threat. The only downside was his curiosity. Happy was the first person Anthony had been introduced to outside of their immediate family. Happy, on the other hand, didn't seem that keen on being introduced to Anthony.

It took three close encounters for Happy to relent and agree to wait outside. Peter's heart broke a little at how disappointed Anthony looked when Happy left.

And that was how they ended up passing the time by watching Bugs Life on Peter's laptop. He felt tempted to let the others join them, but he figured it was better to give Tony forewarning instead of unleashing the whole family upon him when he least expected it.

Peter heard Tony's car pull up outside the building (his car had such a distinctive engine, it would have been near impossible for him to miss) but the grasshoppers had just made their first appearance which proved an excellent distraction. The spiders liked the grasshoppers almost as much as they liked Rosie the black widow spider. Peter suspected it may have been due to how closely they resembled crickets.

He heard Happy talking to Tony outside, but did his best to block out their conversation. Anthony prodded him a few times when he paused the movie, but the knock at the door quickly drew his attention away from the television.

Peter had never known Tony to be awkward, and yet that was the word that best described him in that moment.

"Hey, kid." He cleared his throat before adding, "hope you don't mind, I gave Happy the rest of the day off. He seemed a little…"

"Terrified?" Peter suggested.

"I was going to say agitated."

"…you should probably come inside."

Peter closed the door as Tony inhaled sharply. Anthony was peering over the back of the couch, only the top of his head and eight black eyes visible.

"You okay?" he asked, trying not to show how nervous he felt.

"Yeah." Tony was a lot better at composing himself. "Just…wasn't sure what to expect is all."

Peter had learned that the spiders had a strange way of expressing excitement. Whereas people jittered with nervous energy, the spiders grew still and tensed like a tightly wound spring. Anthony positioned himself as if ready to pounce on a prey item.

"Tony," Peter said in a voice just louder than a whisper. "Don't move."

Without hesitation, Tony went still. "What's happening?"

"I'm not really sure. He usually only gets this way when he sees food."


"Relax, he's probably just…curious. Happy kind of traumatised him before he could get excited…Maybe let him make the first move, though. Like, as a precaution."

Peter wanted to say there was no chance of the spider interpreting Tony as food, but to be honest he couldn't be sure. It wasn't like the spiders had a lot of experience with meeting new people.

Anthony moved with a slow, strategic precision. He raised his foremost leg up to settle it on the couch, then the other one. Peter relaxed.

"Okay, you didn't trigger a feeding response," Peter said with no small amount of relief. "He's just nervous. You're good to go."

Tony didn't seem convinced but took a careful step forward regardless.

In the span of about a second and a half, Anthony vaulted over the back of the couch and lunged for Tony's feet. Before he could stagger out of the way, the spider darted back to the couch. Instead of returning to his original position, he flattened out his legs and slid under the couch on his belly.

Tony blinked at the Iron Man plushie at his feet in surprise.

"He recognised you," Peter said in awe. "He always watches the news with me in the evenings. I knew he'd made the connection between the plushie and the real Iron Man, but I didn't think…"

Eight black eyes became visible under the couch, watching Tony with an intensity the spiders tended to reserve for dubia roaches.

"So…what do I do now?" Tony asked. It was weird to see Tony looking to him for advice instead of the other way around.

"I…think he wants you to pick it up."

"You think? What if you're wrong?"

"Then…to be honest, I don't really know. It would probably be fine."

Tony sighed before he reached down and picked up the Iron Man plushie.

Anthony scrambled to get out from under the couch and a second later was back at Tony's feet. The constant movement of his pedipalps made it look kind of like he was waving.

"Little guy's pretty damn quick," Tony said under his breath.

Anthony tapped Tony's shoe with one of his legs and waited.

"He wants the plushie back now," Peter said. He felt more confident now, this was something the spiders indicated to him on a near daily basis.

Perplexed, Tony crouched down and offered the spider the plushie. Anthony snatched it back and bolted back to his hiding spot under the couch.

"Well, that was…confusing."

"I think he wanted to confirm it was really you, but he didn't have a better way of asking. That, or it was just a really nice gesture."

"So," Tony said, still watching the couch in case Anthony made another appearance. "That was your spider-child."

Peter winced. "Okay, just to clarify, some crazy scientists grew him in a lab using my DNA. He's mine biologically, but he wasn't…you know…born."

"Well, that's a relief. I didn't really want to ask who the lucky lady was but…" he shrugged. "It wouldn't be the strangest thing that's happened in the last few years. Also, we're having a long talk about these 'crazy scientists' later."

"That's fair."

"Secondly, are you doing okay after that whole incident in Midtown last night?"

"Eh," Peter said truthfully. "I'm not great, but I'm healing well enough."

"Good…" Tony said. They stood there for a few minutes until the silence grew too awkward for him to bare. "God, I need a drink."

Peter's head snapped up. "What? I thought you just said you were fine!"

"I'm willingly spending my Saturday bonding with my protégé's spider-y lab-grown offspring. I need a drink because this isn't freaking me out, Underoos."

"Anthony," Peter corrected, and Tony stiffened.

"Anthony?" he repeated.

"Yeah…it's his name. He doesn't really respond to it or anything but- I mean…yeah," he said awkwardly.

"…Oh," Tony said.

"…Thank you for not freaking out," Peter said before he lost his nerve. "I mean, I can't really blame Happy, I was pretty creeped out the first time I saw them…but it would kind of suck if new people always screamed in my face the first time they saw me, you know?"

"No problem, kid," Tony said with a frown. "Just- quick question, what did you mean by them?"

Peter froze. "Um, what do you mean?"

"You said 'the first time I saw 'them', plural."

"Oh," Peter said, realisation hitting him in the head like a brick. "Right, I meant to bring that up earlier."

"There are more of them," Tony said, pinching the bridge of his nose as if trying to alleviate a headache.


"Just how many more are we talking?"

"Well, by spider standards it's like, practically none."

"Uh huh, and how many are we talking about in human terms?"

"More than a few?"

Tony sighed. "So, what, like four?"

Peter winced. "That's a little on the low side, actually."


"Not quite."

"Six? Six and a half?" Tony asked with a hopeful expression. When Peter grimaced he sighed. "Okay, I'm not going to keep doing this. How far away from seven are we talking?"


Tony put his head in his hands. "I really need that drink now."

"Mr Stark, I promise they're not that bad. Anthony is nervous right now, but they're really friendly once you get to know them! They don't bite or anything, which to be honest, gives them an edge over a lot of human children really-"

"Hold up, children? As in, not yet fully grown yet? How big are they going to get exactly?"

"Well, it's hard to say for sure…"

"Can you give me an estimate?"

Peter shuffled. "I mean they may stay fairly small. Maybe triple the size?"

Tony stared at him. "Triple is the conservative estimate? Meaning that they could get even bigger."

"Um…well, there's not that much data out there about jumping spiders and they have a lot of human DNA too…plus some DNA from other spiders. But theoretically they could get to up to..." Peter mumbled the last part under his breath.

"What was that? Didn't quite catch the last bit there."

"Ten times as large as they are now."

"…I think I need to sit down."

Peter sat down on the couch opposite while Tony took the chair and struggled to process what his life had become. Anthony crawled out into the open and snuggled against Peter's side the way he did when they were watching movies. Apparently, he expected Bug's Life to resume now that Peter was sitting down again.

"Fourteen truck-sized spiders," Tony said, staring at Anthony from across the room. "That's going to be a tough one to explain."

"Actually…that's fourteen excluding this one," he said, patting Anthony's head.

"Even better. So, are they all in your room right now?"

"Yeah, I didn't really mean for Happy to find out about them. Anthony knocked over my lamp."

"So, you were just going to keep them in your apartment forever?" Tony asked incredulously.

"Well, I hadn't really thought that far ahead, yet…I was kind of worried that you'd want me to get rid of them," he admitted. "I know they don't look it, but they're really smart and they like movies and…I didn't want them to grow up in a lab somewhere because of something they have no control over."

Tony's expression softened. "They can't stay here forever, Pete. That doesn't mean anyone is going to take them away from you. It'll be…complicated, but we'll figure something out. Okay? Maybe they could stay at the Compound when they outgrow this place. It's isolated, but there are always people around. We could monitor them to make sure they don't get into trouble, they'd have plenty of room to run around, and you could visit them whenever you want. Hell, we've still got you a room reserved for when you decide you're ready to join the big leagues."

"You'd do that?" Peter asked, eyes wide and hopeful.

"Sure. When we first changed locations, one of the Avengers almost moved their whole family in there and a lot of them got visitors before the whole Civil War business when most of them split, family members who'd stay overnight and such. Of course, your family is a little more…extensive now, but we've got the space and I'm sure people will get used to it after a few weeks…or months, maybe never in some cases. But hey, we'll make it work."

Anthony prodded Peter in the side when he realised the movie wasn't going to resume. Peter scratched his head, something the spider seemed to find an acceptable substitute.

"You want to meet the others?" Peter asked.

"Might as well," Tony sighed. "You think they'll respond the same way he did?"

"Nah," Peter replied, picking up Anthony as he got to his feet. "The others are too big to fit under the couch."

Before Tony could reply, he crossed the room and opened the door to his room. A few of them had drifted out into the open, but they froze the second Peter opened the door. The others were all in hiding.

"Hey, guys," Peter greeted, signing the words he knew as he spoke. "I want you to meet someone."

His signing was clumsy at best, and he'd long since resigned himself to sign assisted speech as opposed to full on sign language, but he did the best he could.

Webster, always the brave soul, was the first to venture out into the living room. He stopped to stare at Tony for a solid minute and a half before he made the decision to approach.

Peter moved to stand beside Tony, both to show that he wasn't a threat and to intervene if the spider misinterpreted the situation.

Webster stopped at regular intervals during his approach. Tony wisely chose to remain as still as possible and let the spider approach on his own terms.

When he was within a few feet of Tony, he extended a fragile leg and nudged his shoe.

Peter sat down on the floor next to him, Anthony still bundled in his arms.

"Hey, buddy," he said with a smile. "This is Iron Man. You know who Iron Man is, right?"

Webster watched him sign the single sentence with painstaking focus before he climbed onto the arm of the couch to perch next to Tony.

One by one, the others joined them. Natalie was the first, followed by Martha, Violet, Crepsley, Charlotte, and Bethany. The others were a little harder to convince.

"The brown ones are all females, blue and red ones are males," Peter explained as Luna crept out of the bedroom. He'd put the movie back on a little while ago in the hopes that it would lure the others out of hiding. So far, it seemed to be working. "If the other four males don't come out soon, I'll get the crickets out. Not their favourite food items, but they'll do in a pinch."

"So, what are their favourites?"

"Dubia roaches," Peter replied without hesitation. "They like superworms too, though. And meatballs, we started throwing miniature meatballs in which their regular food after their last molt. They're getting too big to be sustained by insects alone, plus it was getting really expensive. Fortunately, they don't seem to mind. It's not uncommon for spiders to eat carrion in the wild."

Violet moved from her place on the back of the couch to sit on his shoulders and he patted her head affectionately.

"Interesting," Tony said. The spiders weren't comfortable enough to pile on top of him the way they did with Peter. Not yet anyway. Anthony had left him with the Iron Man plushie again, though. Peter had a feeling the others would follow suit before long.


He called Ned the second Tony left, and they spent the next hour trading notes on everything that had happened. People had started freaking out over whether or not Spider-Man was still alive, a fact Peter found kind of touching. The journalists had been playing him as the innocent victim in all of this after a video of him shielding civilians from the bomb blasts went viral. Instead of a menace, he was just a small-scale superhero just trying to make the world a better place. There had been calls for more police funding, arguments, for new policies to be passed regarding enhanced individuals. Mostly, people were blaming politicians for shunting responsibility onto the Avengers. The issue had been brewing for a while. Law enforcement officers had been staging strikes since the Incident, demanding an adjustment in protocol, as well as new equipment to help them deal with larger threats. The Goblin's escape had pushed it to breaking point.

After arguing back and forth with May, Peter went out on patrol that night. He didn't stick around long enough to stop anything significant, but he swung around his usual areas for a while to let people know he was back on his feet.

When he got home, he found that #SpideysBack was gaining some serious traction on social media. He even read some of his favourite posts out to the spiders. They waited patiently whenever he had to look up sign-words up online.

The next day they received a number of packages, all hand delivered to their door.

The first was an enormous box filled to the brim with tubs of feeder insects of every size, shape, and variety, including a few species Peter had never even heard of. There was a handwritten note inside, the words: 'It's important to maintain a varied diet' written in neat handwriting. On the back it said to let him know when supplies started running low. Tony hadn't bothered to sign it.

Smiling, Peter snagged the Captain America frisbee out of a drawer in the kitchen and tossed it into his room. It landed with a thud, and a second later fifteen spiders were tripping over one another in their haste to get to the kitchen. He'd lost count of how many times he'd thanked Ned for coming up with that absolute gem of an idea. He knew for a fact they'd swarm him every time he went near the kitchen otherwise.

After they'd each tried every different insect and had their fill of their favourites, the spiders seemed full. This in of itself was a small miracle as Peter would have sworn up and down they were insatiable. A second box arrived not long after, this one was filled with ice packs and had a bag at the bottom from a reptile-keeper site. He didn't open it, but according to the label it contained frozen rodents. This one didn't have a note, but Peter assumed the same rule applied. He couldn't help but feel relieved that he could start sustaining them on food spiders were supposed to eat as opposed to whatever they could afford.

Peter and May were watching TV when the next package arrived. His eyes widened when he realised what it contained.

After Tony had made a joke about the stuffed animals, he'd mentioned in passing that he'd originally wanted to get them all superhero-themed plushies but found they were too expensive. He hadn't expected him to then send plushies of various superheroes, all packed nice and neat in individual packaging.

Anthony snagged the Iron Man one for himself while Peter was unboxing them, guarding it possessively while he continued to cling to the old one. It took him a while to figure out that he was allowed to keep both.

Once they were all laid out on the floor, he left the other spiders to choose for themselves. Most of them felt the need to retrieve their old toys from their various hiding places beforehand, why Peter couldn't say.

Violet was the next one to choose, she shifted through the various options before dragging a Hawkeye plushie towards the couch and setting it alongside the older bunny rabbit.

Natalie seemed disinterested until one of the others got too close to the Black Widow plushie. She'd abandoned her stuffed bear within days of receiving it, but she hoarded this one possessively. The spider always watched the news with May and Peter in the evenings, he couldn't help but wonder if she'd understood all those times they'd pointed at pictures of Natasha Romanoff and said she was named after her.

Ed claimed the Thor plushie, with Ben and Crepsley following close behind to grab plushies of the Hulk and Captain America, respectively. Oscar stole Scarlet Witch out from under Shelby and Peter had to put a stop to their squabbles by offering Shelby the Daredevil plushie as a peace offering. Anna took advantage of the distraction and grabbed Falcon, Meg soon following by example. After a lot of back and forth, she wound up with Vision. Luna crept in behind her and stole her second choice, War Machine.

Bethany watched the others for a time before she began to pick through the scattered remaining toy. Her movements were deliberate, purposeful. She was looking for something in particular.

Peter knew that she was one of the few who favoured the Defenders over the Avengers, and he'd set aside the Iron Fist plushie for this exact reason. She accepted it with the utmost care, as if afraid he'd snatch it back if she made the wrong move and moved to the back of the room to watch the remaining spiders make their choice.

The other Defender plushies soon disappeared, with Martha taking the Jessica Jones plushie and Charlotte racing off with the Luke Cage one.

Peter couldn't help but grin as he watched them race around the apartment, unable to contain their excitement.

"What about that little guy?" May asked from her chair. Frowning, Peter followed her gaze to find Webster overlooking the scene from one of the kitchen cabinets. He wasn't feigning disinterest as some of the others had, quite the contrary.

Peter couldn't help but feel guilty. He thought it was safe to say that Webster was the boldest of all the spiders. This may or may not translate to a startling lack of self-preservation, but Peter was hardly one to judge. It had worried him when the spider was younger, he was always the one to bolt for the door when he left for school, the one to try and follow him out the window when he went on patrol. Lately, he'd stopped trying to venture outwards and instead seemed determined to protect what was inside.

Peter wasn't sure if the shift in attitude had been brought on by something he'd seen in a movie, or maybe it was footage of a super-hero battle on the news. Regardless, Webster had taken it upon himself to watch over not only the other spiders and May, but Peter himself.

"Hey, Webs," Peter said softly. He paused, thinking about how to word his follow up question using words he knew how to sign. "You want one?"

The spider stared at him but didn't indicate that he understood. Sighing, Peter turned around to pick up the last toy, only to find there wasn't one. He blinked at the empty expanse of floor as if a new toy would suddenly materialise.

"Hey, May? Did you see any of the others take two?"

"No," she said with a frown. "Tony did send fifteen, right?"

"I counted fifteen packages."

He started rummaging around in the cardboard box, but the wrapping made it impossible to find anything. He tipped the box upside down, sending brown wrapping paper everywhere. Somewhere in the mess, he heard a 'thud' of something hitting the ground.

The spiders jostled the wrappings as he searched, not one of them daring to put down their plushies. May soon joined the search.

"Found it," she said after a few more minutes of rummaging around. Victorious, Peter unwrapped the package and found himself feeling somewhat stunned.

There, nestled in the paper, was a perfect soft toy representation of…him.

Well, Spider-Man him. He hadn't even known they made Spider-Man merchandise beyond the odd T-Shirt with his logo on it.

He jumped when something touched his back, turning to find that Webster had climbed down from the cabinet. He stared at the toy, reaching out his leg to prod Peter's back again.

"You want?" he had to jam the plushie under his arm, so he could sign as he spoke aloud, but Webster never took his many eyes off of it.

The spider's pedipalps twitched upwards, and Peter took that to mean 'yes'. Webster lingered even after Peter gave him the toy, it made a nice change as he usually preferred to be up high where he could keep an eye on things.

Ned came over later that night, and all of the spiders ran up to him to show off their new presents. They spent close to an hour photographing them all before texting Tony the best ones. To his surprise, Happy texted him within the next twenty minutes to apologise for not staying long enough to meet the others. When Peter asked, he admitted that Tony had shown him the picture of Anthony and Luna with their Iron Man and War Machine plushies and he had to admit that they were pretty damn cute.

Peter looked up from his phone to take in the scene around him. The spiders were focused on the TV, How to Train Your Dragon being tonight's movie of choice. May sat to his left, with Martha, Shelby, Oscar, and Anna between them. Ned was to his right, with Ed and Charlotte between them. On Ned's right, Crepsley was lingering on the arm of the chair in the hopes of stealing his popcorn when he was distracted.

Anthony was on the back of the couch, watching the movie over Peter's shoulder with both Iron Man plushies balanced alongside him, Natalie following suit by balancing on the back of the chair. The vantage point gave her a good view of the room on a whole as well as the TV. Surprisingly, she hadn't put her Black Widow plushie down since she got it. Meanwhile, Bethany, Luna, Meg, Ben, and Violet had claimed the coffee table as their own.

Only Webster stood alone. He was perched on the wall by the window, giving him a decent view of the room. Peter glanced at him from time to time. He couldn't help but notice that it wasn't his usual spot. He preferred to situate himself a little higher, as if prepared to drop down on an intruder at any time.

He smiled when he realised that this new location gave Webster a partial view of the TV. Maybe the spider was still clinging to a remnant of normality after all.

Peter stole a handful of Ned's popcorn, ignoring his friend's protests.

They really did make it work.