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Apparently Peter Parker's not having "a second to lose" involved going to a diner and eating hamburgers.



Miles sat across from his new "mentor" and was beginning to have doubts about this Peter Parker. "Can we focus? The other Peter-"

"Are you going to eat that?" Without waiting for a response, Peter reached across the table and grabbed Miles' burger. And began to eat it.

Really Peter?

"The other Peter said he was going to be showing me the ropes."

"Mmm-hmm. Wow," Peter replied but it was readily apparent he was more interested in the burger than helping Miles.

Miles hesitated. "You got any Spider-Man tips you can tell me now?"

"Yeah I got plenty," Peter said with his mouth full. "Disinfect the mask. You’re gonna want to use baby powder in the suit, heavy on the joints. You don’t want any chafing,
right?"

Miles blinked. That was it? "Anything else?" he asked hopefully.

"Nope, that was everything," Peter replied as he licked his finger tips.

"... I think you're going to be a bad teacher," Miles said slowly. And really that's saying something as Miles had XXXXX for a XXXXXX.

If Peter had any feelings on his ability as a teacher, he pretty much didn't show it. "Look up where Alchemax is," he said finally swallowing his food.

Miles sighed as he brought up the information from Google. "A private technological campus in Hudson Valley, New York."

A spark of hope went up in Miles's heart. "You can teach me to swing on the way there!" he said throwing out his hands and making "thwip-thwip" noises with his mouth.

Peter just laughed. And Miles knew right then he wasn't going to learn anything.

And he was right. It took three hours on the bus to get to Alchemax and then a lot of hiking in the woods to get to the location.

"I wasn't swinging to the Hudson Valley, Miles. Not after a hearty burger-breakfast," Peter said as they took up a vantage point in the woods looking down at Aclehmax. "This will keep your legs fresh, you’re gonna thank me later. Come on. Let's suit up."




Throwing off the shorts, shoes and jackets, Spider-Man and Miles in his Spider-Man costume were ready to go. Except for one minor detail.

"And that's a no on the cape."

Miles frowned underneath his mask. "I think it's cool."

And there in the middle of the forest outside of a villain's lair, one old hero and a newbie had a tug of war over a plastic cape.

"Take that off it's disrespectful," Spider-Man said winning said tug of war and tossing the cape to the side. "Spider-Man doesn't wear a cape."

"Fine," Miles grumbled as they poked their heads over a large rock to look at the Alchemax complex. "How do we retrace Peter's steps."

Spider-Man crouched down on the ground and scratched his chin as Miles followed suit.

"That’s a good question... What would I do if I were me...?" Spider-Man mused. After a second of though he snapped his fingers. "Got it. Step One: I infiltrate the
lab. Two: Find the head scientist's office and get on his computer--"

Miles shook his head and pointed at the entrance where a woman was going into the building. "That lady with the bike is the head scientist. I saw her in this documentary at school."

"Huh," Peter said peeing over the rock again. "Cool. Step Three: I re-examine my
personal biases. Step Four: I hack the computer-"

"It’s not technically hacking. It’s kinda--

"Not now hold on, I just lost my train of thought," Peter said, waving at Miles to stop talking. "Step Five: download the important stuff, I’ll now it when I see it, and Step Six:... I grab a bagel from the cafeteria and run."

A bagel, Peter? Really? And then Miles realized something. "So what am I doing?"

Peter paused sheepishly as he began to stretch out for the task ahead. "Uh. Step 7: You stay here, you’re lookout. Very important."

Miles let out a long grown of frustration. "Look, man you have to teach me to
do Spider-Man stuff or I’m not going to be able to help."

Too late. Peter had already thwipped out a web and was swinging away. "Alright... Watch and learn, kid, I’ll quiz you later!"

Miles watched Spider-Man swing off and immediately started grumbling under his breath.
"Why did I get stuck with the janky old, broke, hobo Spider-Man?"

Out of frustration, Miles slammed his fist down on the rock they were using for cover... only to watch it split in two. So. Apparently Miles had super strength.

"That's new."

The small joy of a newfound ability quickly dissipated as Miles looked toward the Alchemax complex and saw who was walking in.

"Kingpin?"

Yep. It was Kingpin. And that guy with the grey skin going inside Alchemax. Where...

Where Peter just went. There was a moment's hesitation and suddenly Miles realized he was moving inside.

"What am I doing?"

That thought kept repeating over and over in his head as he raced toward the complex, up the wall, across the roof and into the ventilation shaft he saw Peter go into and immediately began crawling through it looking for him.

"Peter?" he called out in a hushed whisper because that always works in a movie so that the person he's calling out for would hear him and not the bad guys.

There was a groan which Miles readily recognized and start crawling toward him.

"What are you doing here?" Peter complained.

"Kingpin is here," Miles said trying to squeeze by. "C'mon move over."

"You're stepping on my foot."

"Just move over to the right."

"You need to go back outside."

Finally next to Peter, Miles shook his head. "No. I can't sit there and just let Spider-Man die and not do anything about it. I'm not doing that again."

The thing about masks? It hides a lot of reactions. Fear. Pain. But here crammed in an HVAC vent, even Miles could see that Peter was getting weird.

"What?"

There was a soft chuckle before Peter replied. "Most people I meet in the workplace
try to kill me, so, you’re a nice change of pace."

Before Miles could say anything else, Peter immediately motioned for quiet and pointed below.

Looking down through the vent, Miles saw and heard the scientist he saw in the video back at school talking with Kingpin.

"Look at this data," she said, logging into her computer, "I know you can’t really understand it, but these are really good numbers."

And immediately in Miles' ear he heard Peter's voice. "Annnnnnd... I got the password."


Below the scientist was walking Kingpin through various pictures of Brooklyn and some of the collider disruptions that went through the city. "Mr. Fisk. If we fire again this week, there could be a black hole under Brooklyn. You see this? And this? This is multiple dimensions beginning to crash into each other."

"This is pretty standard Spider-Man stakes, you get used to it," Peter whispered in Miles' ear. "Watch this, he’s going to say: you’ve got 24 hours!."

"You’ve got twenty-four hours."

Miles looked back at Peter who pretty much gave a gesture of "Told ya."

"What this means," the scientist continued, "Is that there could
be a rupture in the space time continuum."

"Oooh, that’s bad," Peter groaned/whispered "Actually everything she said was bad, I was lying before."

Miles bit his tongue. This Spider-Man was clearly horrible at his job.

"OK hold on, let me show you some more data..."

From the vent both Peter and Miles looked down to see that Kingpin and the scientist had left the room. Peter immediately opened the air vent and smoothly climbed out along the ceiling and plopped himself down in front of the computer.

Okay. That should be easy

And of course as soon as Miles moved down he tried to stick to the lighting fixture and couldn't move. C'mon. Stop sticking.



"What’re you doing, bud?" Peter asked below.

"I can’t move!" Miles whispered back.

"OK, relax your fingers! We don’t have time," Peter said in a voice that was trying to be calm but really was just him being urgent. "Just let go, be in the moment!"

"I am in the moment," Miles whimpered back as he tried to pull himself away from the light and starting the whole thing to shake back and forth. "It’s a terrible moment!"

Peter pointed to the other side of the frosted glass wall where the scientist and Kingpin were still talking. "They’re right there, they’re going to see you! Miles, you got to unstick. What do you do to relax?"

"Relax. Okay..."

Miles took a deep breath... and began to sing.

Needless to say, I eee Ah Ay her in bey
She was a bad bad, never the yeah



"Oh for crying out loud." Peter groaned.



One finger began to unstick. And then the next. Not that Miles noticed. He was in his jam.

"OooooOOOOOooooo"

And then he crashed into the ground. Loudly.


He looked up at Peter readily seeing the look of disgust through his mask.

"Teenagers, just the worst," he said standing up and then looking back at Miles in confusion.

"Miles? Where did you go?"

Miles looked down at himself in confusion only to see... he wasn't even there. "I'm right here."

"Where?" Peter asked as he moved towards Miles' voice "I can’t see you."

"I’m right in front of you," Miles replied feeling slightly panicked. "Can Spider-Man turn invisible?"

"Not in my universe," Peter said reaching out to poke the spot that Miles' voice was coming from.

And poked Miles right in the eye.
MILES

"Ow! Watch what you're doing!"

"This is incredible," Peter said continuing poke Miles, not dirty, in other places other than his eye. "Must be some kind of fight or flight thing."

Miles had more to say but now there were footsteps. Coming to the office.

"What’s that?" Miles asked fearfully.

Seeing the form of the scientist coming towards the frosted glass door, Peter immediately turned and began to babble at Miles. "Remember this password! Dgfampesand4$35876534545435"

Miles blinked trying to recall what was just sputtered out at him. "Wait. What?"

"-and download the schematic-" Peter continued.

Miles was seriously freaking out now. "How do I do that?!"

And then Peter moved his hand over his mask as if he were smoothing down his hair and leaned against the scientist's desk. "While I turn on the charm."

Miles blinked at Peter. Really?

And then the scientist walked into the room and her jaw dropped in amazement. "Spider-Man?" She gasped.

"Oh, hey," Peter said leaning casually on the desk and sounding suave. "Didn't see you there."

The head scientist laughed and shook her head in awe. "Wow. Okay I’m kinda freaking out right now. I mean, you're supposed to be dead."

"Surprise!" Peter replied cheerfully and waving his hands like this was a surprise party.

Okay. I guess that is going to work. Miles turned and focused on the computer in front of him doing his best to type in the password that Peter had spouted off moments before. It was very weird. It was like he could partially see his fingers in a faint shimmer hovering over the keys as he tapped out the password. Okay. This might work except

...3454543... Ah what was the rest?!

Miles looked up to see that Peter had now been unmasked and the scientist had pushed him into a chair. Making sure that the lady scientist was focused elsewhere, Miles turned the screen around to show the login screen and jiggled it around to get Peter's attention.

Peter rolled his eyes as he tried to find a way to cover for his next statement: How old did you say you were? You don’t look day over 35!

Miles typed in the last two digits and hit return. Only to find-



A complete mess of a computer. Organize your desktop, lady!

Miles looked up to see that now the head scientist was jamming a medical instrument into Peter's mouth and that Peter was now strapped into the chair with metal restraints.


"This might pinch a little," she said as she started to poke around.

"Ow!"

"I know, I just need to get these samples."

As the scientist began to go over her equipment to look at the tissue samples, Miles made a split second decision to just grab every thing and go. Granted now the monitor and computer were hovering in the air like a ghost was holding them but-

"What are you doing?" Peter hissed.

"I'm just taking the whole thing," Miles hissed back.

"Wow. Just complete cellular decay," the scientist said turning around as Peter immediately switched his attention back to her. "I’ve never seen anything like this."

Peter just blinked at that. "Really?"

"And obviously you’ve been glitching," the scientist noted.



"Glitching?" Peter asked trying to keep the scientist talking and hoping no one noticed. "No. Why would you even say that?"

"If you stay in this dimension too long, your body’s going to disintegrate. Do you know how painful that would be, Peter Parker?"

Miles was beginning to feel uneasy about this whole interaction.

"Uh, I don’t know," Peter admitted no doubt also feeling uneasy. There was something about this scientist that was not beginning to rub them both the wrong way.

"You can’t imagine," she said with a weird intense creepy little smile. "And I, for one, can’t wait to watch.'

...

...

"What did you say your name was?" Peter asked worriedly.

"Doctor Olivia Octavius," she replied, taking off her glasses and putting on goggles. Her lab coat began to come off as white tentacles began to unfurl behind her. And then one of the tentacles shot out like a rocket, it's claw wrapping around Peter's neck slamming him against the opposite wall.



"Can I assume that your friends call you Doc Ock?"

The scientist smirked. "My friends actually call me Liv," she said raising an eyebrow. "My enemies call me Doc Ock."

Peter scowled and aimed his web at the door mechanism, splattering web over it to make it open in front of Miles. "I got this!" Peter shouted. "Run!"

Doc Ock scowled and started to turn around. "Who are you talking to?"

"I got it! Go!"

Miles took off, the computer CPU and monitor floating along with him down the hallway. As he ran, he could see that Peter was being tossed around like a rag doll from within Doc's office.

"Oh, you got it Peter?" Doc called out from the office sounding relatively amused.

Suddenly Peter's face appeared right next to Miles, smooshed up against the frosted glass. "I got it handled buddy!" he shouted in a way that was not very reassuring. "Everything is fine!"

It's then that the alarms began to blare throughout the building. Miles kept running, terrified out of his mind and desperately trying to find his way out. His invisiblity that had started in the lab was now going on and off like a strobe light. He barreled through the hallway, knocking over a lab assistant...



Just as Peter crashed through one of the office walls, still stuck in Doc Ock's tentacles.

"Okay this is a little bit bad," Peter grunted.

"Oh, you're so chatty!" Doc Ock commented as she yanked him back through the wall.

"Not good," Miles muttered to himself as he heard yet another wall get smashed. "So not good."

And suddenly there was a red-blue-and-sweatpanted figure thrown yet again through the wall and jogging next to Miles. "Alright," he said to Miles picking the monitor out of Miles' arms. "Let me tell you the good news."

And with a deft motion, Peter threw the monitor behind them. "We don't need the monitor."

Peter thwipped out another web and flew the air just as the towering figure of Doctor Octopus emerged right in front of Miles.

"Peter! You didn’t tell me you had an invisible friend! Could you give me that back, young man? It’s proprietary."

Miles was having a heart attack at the moment but managed to shout. "PETER!"

Hey, the masks were off Peter now. No need to hide his identity. What was a bigger concern was the giant tentacle coming at Miles.

Suddenly, Miles felt an impact on his leg and then being pulled right through the tentacles of Doc Ock and past the door. Before Miles could say anything else, Peter shot more webbing at the door control, shutting it before Doc Ock could make her way through.

"C'mon. Let's go," Peter said pulling Miles through the door into-

Huh. A cafeteria. Filled with people in lab coats.



Peter blinked. "Wow. This’d be a good time to turn invisible."

Frozen in fear, Miles didn't have much of a reaction. "Yep." And yeah. Miles was still visible.

"Ok, not going to turn invisible," Peter said. Just rolling with it, he looked over at the buffet of food next to them. "So. Selecting a bagel..."

Picking up said bagel, he then gave a nudge to Miles as he tried to amble through the crowd without drawing attention "Act super normal..."

To their credit, they made it half-way to the exit on the other side of the room before someone said anything.

"Spider-Man?"

"You know it’s funny" Peter said to the person in a lab coat and speeding his pace up a little, "I get that a lot."

And suddenly all the people in lab coats were pulling out guns.



Thinking quickly Peter tossed the bagel to Miles and grabbed the computer. "Now we do a switchy-switchy."

"What?" Miles said freaking out and yet somehow catching the bagel as everyone started shouting at them.

"Hey! Hands Up!"

"Get back here!"

"Where do you think you’re going?"

"He took a bagel!"

Peter grabbed Miles and pulled him out of the cafeteria and onto the sundeck just as laser beams began shooting out at them. As they ran, Peter removed something from his wrist and tossed it to Miles. "All right! Time to swing! Just like I taught you!"

Miles scrambled to catch what appeared to be a web-shooter as what Peter said registered with him. WHAT? "When did you teach me that?!"

"I didn't!" Peter said cheerfully as he pushed Miles off the Sundeck and sending him flying. "It's a little joke! It's team building. Ready?"

"OF COURSE I'M NOT READY!" Miles shouted as he tried to activate the stupid webshooter. Why wasn't this working like he thought it should?

Miles landed on the ground and began to run as Peter began to swing through the trees. "C'mon Miles!"

But the whole thing was a disaster as Miles repeatedly tried to fire a web as now laser fire began to explode around him. "Whoa, whoa, I can’t do this yet!"

"Everybody knows that the best way to learn is under intense, life threatening pressure!" Peter shouted out encouragingly"

That was not helping Peter. Miles continued to fumble with his web-shooter, finally getting one web off... and only hitting a small twig that snapped under Miles' weight.

Frustrated, Miles just started running only to see that Peter had swung back around again.

"What are you doing down there?!" Peter shouted.

"I run better than I swing!" Miles shouted back.

"You gotta swing or they’ll catch you! This is what you wanted!"

And that's when Miles heard it. A buzz saw. Looking over his shoulder Miles could see the form of Doc Ock making her way through the forest cutting down trees in her way with her mechanical arms.

Miles fired two more shots with the web-shooter but kept missing every damn branch he aimed at.

"Come back, little boy!" Doc Ock screeched

Oh that wasn't creepy at all. And now there was Peter shouting at Miles as Miles started running up a partially fallen tree.

"Aim with your hips. Look where you want it to hit. Square your shoulders. Don’t forget to follow through. Don’t shoot off your back foot!"

"That’s too many things!"

"Then stop listening to me!"

"That’s the best idea you’ve had all day!" Miles shouted. It was at this point he realized he had run out of tree trunk and from the sounds coming toward him, Doc Ock was right behind him.

He leaped. He fired.

And thank God, he connected. As he swung slowly through the air he twisted just in time to see Peter knock Doc Ock to the ground and shoot another web to catch up with him.

"Nice Miles!"

"I’m doing it!

"Good, you’re doing it! Double tap to release and thwip it out again. Thwip and release."

Miles could feel the wind in his face and the sound of buzz saws falling farther behind him. "Right. Thwip and release," he said putting words to actions as both he and Peter took a hold of the computer and fell into a pattern.

"You’re a natural," Peter said cheering him on and Miles couldn't help but smile beneath the mask.

"I gotta say, you're amazing man!" Miles said, briefly forgetting all the crappy advice Peter had given thus far.

"We’re a little team," Peter said cheerfully. "Me as the teacher who can still do it. You as the student who can do it just not as good. I’m proud of us! Is there something-"

And before Peter could say anything else, a glitch hit. Colors and images washed all over Peter as he contorted in pain. Suddenly Peter was falling and so was the computer. Miles couldn't compensate for the sudden change in weight and so now he was falling too. "PETER!"

And then... he wasn't falling. And neither was Peter.

And that's when he saw her.



With a style and grace, the Spider-Woman neatly knocked out Doc Ock, grabbed the computer and made her way back to where Peter and Miles were tangled up in webs. And pulled off her mask.

She was blonde and smirking at them. "Hey Guys."

Miles blinked. "Wait. You were that girl I ran into at Alchemax. You were undercover?"

"Oh, so you've met?" Peter said swinging back and forth in the breeze. "Very cool. So you're what... Spider-Girl?"

"Spider-Woman, actually. I'm Gwen," She said with a smirk. "I'm from another dimension. I mean, another, another dimension."

And one weird and brief explanation later... Gwen nodded back toward the Alchemax location.

"I hear them coming. Let's go."

She shot her web and took off.

"How many Spider-People are there?" Miles asked as he fumbled with his web-shooters.

"Save it for Comic-Con," Peter suggested as he took off.

Miles was even more confused now. "What's Comic-Con?"

Before he could pursue that thought further, Miles felt the familiar feeling of web impacting the back of his uniform and yanking him along before they could get ambushed by the Alchemax security team.

[NFI & NFB. Almost halfway done.]
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Miles Morales

December 2020

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