Chapter Forty:

Both Peter and Ben stepped forward volunteering to be the frontal attack on Warren. It honestly wasn't that they were moved by Fury's speech, but it wouldn't be the full truth to say they weren't influenced either. Primarily they wanted a shot at the guy, even if they were just a distraction for everyone else it just felt right.

Stepping out into the open they found a massive room with humongous silos filled to the brim with unknown substances. The two had little information about the experiments Warren must have been creating using such chemistry, but it wouldn't be too much a stretch to guess they were the materials he used to build his clone army.

A few 'star war clone wars' jokes passed through the twin Spider's minds but they were dismissed due to the need for stealth.

Taking a brief look at each other Peter and Ben attached themselves to the wall and climbed quietly towards the deranged doctor.

"You must think I'm insane and stupid if you believe I haven't heard you coming for a while now," Warren said sounding off somehow.

"Can't blame a guy for trying... Regardless did you really believed you've actually gotten away with it for so long Warren? We're here to take you down."

Sneering Warren just smiled at the wall-crawler.

---

MJ had been pacing back and forth inside the Phoenix for the past few minutes causing Beast to feel a little dizzy as he watched the redhead.

"Ms. Watson, I know that you are nervous, but your actions will eventually be completely fruitless regardless of how many times you cross the same portion of space." McCoy's calm voice made Mary pause for a second but eventually, she began pacing once more.

Scowling she couldn't help feeling this way. There was a reason that Peter didn't tell her when he was out defending the city from actual threats, and although sometimes she hated that about him… She would still have to agree that it was useless knowing and not being able to do anything.

"Mister… Doctor McCoy." She quickly corrected herself. She had spoken with a few doctors over the years and some of them got really snippy about the title they were called. She couldn't really blame them, if she had gone to college for over ten years for a specific degree, she would want people to use it as well. By the easy-going smile on the blue man's face, he didn't really seem to mind her slip up though.

"How do you do it?... I mean you are a part of this amazing team of heroes and you are babysitting a girl barely out of high school. Doesn't it feel stressful?"

Placing down the large book the man had been reading a mirthful smile played on his lips as he replied, "Do you mean, is it worrisome that the people below us could very well die or be injured while I set here… Yes 'that' is very much stressful. Ms. Watson, not all mutants are built the same way, before I became the person you see before you, I was a scientist. I might be very flexible and strong but I lack the drive to be very effective in battle situations."

Propping one leg over the other in a casual posture and taking a sip of his drink 'Beast' continued speaking, "We all play to our own strengths, Ms. Watson. Maybe Spider-man could use some help while he is off saving the world from chaos and maybe you would do anything to be the strength, he would need at that time… but at the end of the day, he is still just a human. Humans fail, falter and in some cases break. There are often times a smile from a stranger will bring someone back from the brink of collapsing… I would wager that you play a very important role in keeping him sane, as it is for most battle-worn individuals."

Beast's words were very enlightening. It wasn't like she hadn't had similar thoughts about her 'role' in Peter's life, but she always wanted to be more involved… She wanted nothing more than to share that burden. But Beast had a point, she didn't want to think about how Peter would be without that support at the end of a hard day. She briefly thought back on those days when she had just met him. How depressed and emotional he had been... bringing him out of the funk he had been in was hard, to say the least.

Suddenly she started feeling better about her role in the life of the hero named Spider-Man. Smiling slightly MJ walked to the craft's door looking out of the window that showed the broken dome base below them.

A quick rush of air sucked the unsuspecting redhead out of the craft and directly into the open air and MJ fell end over end completely out of control. She heard Beast's voice say something in surprise but she knew it was too late for any attempts at saving her. MJ had no clue what happened to make her suddenly fall towards her death, but all the happiness she once had quickly was replaced by fear.

Abruptly her descent was interrupted by a dark figure. At first glance it was... Spider-Man.

--- TWENTY MINUTES LATER ---

All hell had broken loose as SHIELD agents and X-men surrounded the clone guardians and the two spiders started direct assaults on Warren himself. It was beginning to appear as if it was only a matter of time before Warren would be under their control, in no small part to the fact that the 'Guardians' were quickly diminishing in number.

Ben didn't want to think about the puddles they were leaving behind… Ben knew Warren had probably made quick clones for soldiers that were most likely unstable and that was why they fell apart into a liquid state. But it still turned his stomach.

Finally, Peter had gotten close enough to the mad scientist and began to web him down into a cocoon when a large muscular figure landed on the scaffolding.

He was over six feet tall and his muscles were protruding around him like a ninety's movie action hero, but what was more startling to everyone there was the limp form he tossed over his shoulder… an unconscious MJ. At first glance, both Peter and Ben believed the man to be Kaine, but that thought was quickly dismissed when Kaine too landed behind Warren in a threatening manner.

"What are you doing here?" Ben asked confused.

"Saving the day... Obviously..." Kaine replayed.

The other man dressed in a similar costume as Peter had grabbed hold of the front of MJ's shirt and extended her limp form into empty air. Steam rose around the red-headed girl as the boiling vat of chemicals churned underneath her.

"No!" Peter and Ben yelled in unison.

Regardless if he was Peter Parker or Ben Reilly MJ and May were important to him. Ben had time to step back and rein in his feelings for the two… but he still thought of her as his friend and wouldn't ever want something to happen to her.

"Yeah, that's right… BACK OFF!" Warren said sounding manic. He had worked long and hard for this day. Sure, he had trusted the 'Brotherhood' too much and they brought SHIELD down on his head. But he could still have his revenge against Parker. Gwen didn't work out… And that had served to drive him over the edge just a little more than anyone had expected.

If Warren had thought through the situation, he probably could have escaped today but he had tunnel vision and only wanted Parker's downfall.

"Did you really think you would have won?! NEVER! You never truly win, do you?" Warren mussed up his hair as he looked at Peter with crazed eyes.

"Here is the kicker! You actually believe you are the real Peter Parker… Don't you!" Warren said looking directly towards Peter in a jeering manner.

"Well don't you want to know for sure?" Warren asked.

It was true when Henry McCoy told him a few days ago he might not be the original it had made him pause. He had questioned everything for a moment. Ben had come in and dispelled that notion, he took the mantel of the clone which was a relief to him. Did he want to know the answer? Yes… It was silently eating away at him, but with a task to complete he had managed to put it out of his mind.

Now the answer was in front of him, and he couldn't stop himself from wanting to hear Warren's next words enough to make him pause.

And in this hesitation, the guy in the spider suit in front of him dropped the unconscious redhead.

"Dammit!" Ben Yelled as he dove off the shaky scaffolding into the dense frothing chemicals towards the quickly submerging MJ.

Warren was smiling smugly towards Peter, "That proves it doesn't it? You failed to protect the woman you love just like you had three years ago for sweet innocent Gwen…" It had all been a trick, something to make him falter long enough for him to hurt someone close to him.

"You! BASTARD!" Kaine lunged toward Warren only to be intercepted by Spider-cide.

Rage rolled off of Peter. He had gotten distracted by this mad man and MJ paid the price. Peter watched as Ben submerged beneath the roiling viscous below.

Managing to save MJ Ben swims through the unknown liquid barely managing to keep her head above the rank chemicals. Jean ran to the edge of the silo with her arms extended taking the unconscious girl into them. She had been too far away to effectively save the other redhead before she met the tragic fate.

"Oh god… She's not breathing!" Jean said distracting everyone's focus.

Jean immediately started preforming CPR for several tense moments Jean went through the process pumping and breathing into MJ's airway until "cough, cough… cough."

Letting out a breath of relief, Peter sat back on the metallic bridge head in his hands. He couldn't help feeling he had been entirely useless in the entire endeavor. Even Kaine and Spider-cide seemed to take a break from their own battle neither taking advantage over the other… much to Kaine's annoyance.

"Well, I believe that is my cue to exit…" Spider-cide said as he leaped away from Kaine disappearing into the distance without much effort.

"Damn you, you can't leave me here!" Warren yelled in rage.

"Well 'father' you don't really have the ability to make me stay now do you?" Spider-cide said in a laugh. "This is a warning to all! The 'Merge' is upon us! It has already received its sacrifice…. Ga!" In the middle of his speech blood poured out and he fell from the wall he had been clinging on.

"Wha… What just happened?" Kurt's voice could be heard in the crowd. Suddenly every 'Guardian' around the room was falling down and leaving a puddle around the room.

Peter looked over and spotted some broken glass at the base of Warren's feet with fumes quickly spreading around him.

"What did you do?!" Peter was on two legs and had the doctor's shirt in his hands before even he knew what was going on. The pained look on Warren's face made Peter realize he might have been hurting him a little, but he couldn't make himself care. Peter realized he hadn't seen Ben since he had saved MJ, he didn't want to believe that he could have lost his newly found brother, but the possibility made him want to beat the answer out of the man in front of him.

"Huh? You're not the clone after all are you?" Warren's voice came out in a whisper. "Seward… lied to me?"

"WHAT ARE YOU TALKING ABOUT?! TELL ME!" Peter demanded quickly losing all patience with the mad man.

"Ha, ha, ha! You were supposed to be the one to fish the girl out of the chemical bath… and the virus was supposed to kill the other… But I guess its still a win… I still get to take something away from you it seems."

Peter saw red as he brought back his fist to punch the daylights out of the psychopath. But before his fist could connect with its target it was caught by a dark gloved hand. Peter could have still hit the bastard but let the hand stop him. Maybe he would have never hit him in the first place and was just using the fact someone wanted to stop him as an excuse but Peter looked back to see a pale Fury on the other end of the hand.

"We need him kid. Any other day I would help you… but if I let you cross this line; I will lose my own life."

With a sigh, Peter released the man leaving him in the care of SHIELD.

SHIELD then arrested Warren and MJ is put into a jet to be taken back to New York for recovery. McCoy said she had lucky, MJ's vitals were stable and had a simple concussion.

"Ms. Watson will recover soon," Beast said patting on Peter's shoulder in a comforting manner.

Peter had spent a few hours looking for Ben's remains but had no luck, eventually, he left with the X-men with only questions. Knowing Warren was in a SHIELD containment facility was little consolation to that fact.

---

Fury was setting in his office looking at a syringe of the serum he confiscated from the new prisoner earlier. He wanted to inject the contents into his veins immediately but had held off. He needed to get it checked by the lab first. He would hate to be turned into a monster just because with every breath he took he feared it might be his last. Which that fear was a lot more real than he wanted to admit.

Losing patience Fury's hand reached for the syringe but luckily the ringing of his office phone had stopped him just in the nick of time.

"Osborn, it has been a long time… What does an arms dealer like yourself have to say to a dying man?" Fury asked with a scowl on his face.