Before Silk's words finished echoing off the pulsating, membranous walls, they began to fall. The cocoons. Dozens of them, dropping from the cavern ceiling like overripe fruit. They hit the fleshy floor with a series of wet, heavy thuds. Some split open on impact, disgorging nothing but dust and dried husks—empty shells of stolen potential. Others tore, revealing horrors. A half-formed arm stitched to a torso by thick, glue-like webbing. A familiar mask fused to a lump of unidentifiable tissue. These weren't just bodies. They were failed experiments. Scraps.
My stomach turned. This wasn't a graveyard. It was a workshop.
"Back!" Silk's order was a gunshot in the silence. "Retreat, now!"
We didn't need to be told twice. We sprinted, boots slipping on the slick, organic floor. Behind us, the nest came alive. The very architecture began to shift. Doorways we had entered through sealed shut, fleshy webbing pulling taut with the sound of tearing muscle. The whole dimension was a trap, and we had just tripped the wire.
We were halfway down a corridor that was rapidly narrowing when it descended. It dropped from the ceiling, not on a web line, but in a controlled, silent fall, landing without a sound. It was no longer the humanoid figure from the reports. This was something else. Something finished.
Its body was a sleek, emaciated thing, but its limbs were what drew the eye. Long, spider-like arms, four of them, extended from its back, crafted from a material that looked like sharpened, blackened chitin. They twitched, scraping the floor, each movement precise and predatory. Its head was a featureless, obsidian mask, a smooth, dark void fused directly to its skull. I felt a cold dread crawl up my spine. It was my face. My mask, perfected. Stripped of all ambiguity, all pattern. Just the end. The abyss.
It tilted that blank head, and its movements were a discordant symphony of stolen reflexes. A flicker of a Spider-Man I'd once seen in a dying timeline, the coiled leg tension of a Spider-Woman from Earth-982, the twitch of a finger from a hero whose name was already lost to history. It was a puppet dancing on the strings of a hundred dead spiders.
Then, it spoke. The sound was a violation, a chorus of voices layered one on top of the other, static-laced and hollow.
"You follow the wrong pattern… heroes."
It moved. It was a blur of black chitin and brutal efficiency. It attacked Miles first, its lunge impossibly fast. The movements were predictable—the low crouch, the powerful leg-driven strike—it was classic Spider-form, but dialed to an obscene degree. Faster than it should be. Harder than physics should allow. Wrong. Utterly, fundamentally wrong.
Miguel O'Hara, never one to be out-maneuvered, met the charge head-on. "I've got this," he snarled, his voice a confident growl from 2099. He lunged, talons extended, aiming for the creature's leg in a precise arc he had perfected over a century.
He never had a chance.
The Child didn't just dodge. It didn't just parry. Mid-motion, in the millisecond before impact, it mirrored Miguel's attack. One of its chitinous arms snapped up, the sharpened tip mimicking Miguel's own talons, and swiped at his throat. The move was identical, a perfect, instantaneous copy. Miguel threw himself backward, a reflex born of decades of survival, but the chitin blade still sliced across his suit, tearing fabric and drawing a thin line of blood on his neck.
He landed, breathing heavily, a bead of sweat tracing a path down his temple. The arrogance was gone, replaced by a cold, dawning horror. I saw the realization flash in his eyes, the same conclusion that was solidifying in my own mind.
"It knows," Miguel breathed, his voice stripped of its usual bravado. "It knows how we fight."
The cocoons. The empty husks. It hadn't just been stealing bodies; it had been strip-mining them. It had absorbed the instincts, the muscle memory, the very combat reflexes of every Spider-Totem it had consumed. We couldn't rely on our styles, our training. We were fighting a library of every Spider-Hero who had ever fallen. And it had read every single book.
The creature paid Miguel no further mind. He was solved. An equation it had already balanced. Instead, its blank, obsidian face turned to me. The exits were already sealed, the fleshy webbing pulsing with a faint, sickly light. It was toying with us.
It raised a hand, its normal, humanoid one, and dragged its fingers through the air. The space around us shimmered, distorting like heat haze off asphalt. The very fabric of this pocket dimension warped. The strands of the Great Web, which I could only ever perceive as a faint hum at the edge of my senses, suddenly became visible, glowing lines of fate twisting into a new, malevolent pattern around us.
The nest wasn't just its home. It was an extension of its will.
"It's altering the entire structure," I said, my voice flatter than I intended. "This world is its hunting ground now."
And then I heard it, a whisper inside my own head, separate from the layered chorus the others heard. A single, clear, intimate voice.
"Hunter. You and I… are the same."
The words hit me harder than any physical blow ever could. It wasn't an accusation. It was a statement of fact. Of recognition. It saw the predator under my skin, the part of me that understood the grim calculus of the hunt. And in that moment of terrible, shared understanding, I felt a fear I hadn't known in years.
The fight became a desperate, close-quarters scramble. Miles, seeing that conventional fighting was suicide, went for his ace. He channeled his bio-electricity, letting the blue lightning crackle around his fists. "Eat this!" he yelled, unleashing a Venom Blast.
The Child didn't even seem to register it as a threat. It moved with the fluid, impossible agility of a dozen different Spiders at once, flipping and contorting its body around the blast. It wasn't just dodging; it was showing off, using the stolen grace of fallen heroes to evade the very power meant to save them.
Silk was next, her mind working faster than anyone's. She didn't try to strike it. She tried to bind it. With a flurry of motion, she spun a cage of thick, reinforced webbing, each strand layered for maximum tensile strength. The web cocooned the creature, a brilliant tactical move. For a second, it worked.
Then the Child's chitinous arms blurred. It performed a web-rip, a technique I'd only ever seen Silk use, shredding the reinforced strands from the inside out and flinging them back at her. The mimicry was perfect, contemptuous.
That's when the voices started.
"Silk… run…"
The voice was Miles's. Clear as day. Silk froze for a half-second, her head snapping towards him. A fatal hesitation. The creature exploited it instantly, lashing out with a web-line that caught her ankle and slammed her into a wall.
"Help me…" The voice was a girl's. Gwen's. It was a phantom echo from a battle we'd all barely survived. It made Miles flinch.
The sonic assault continued, a tapestry of our friends' and comrades' voices, pleading, screaming, warning. It was tearing us apart from the inside, eroding the trust that kept us alive. Our morale was fraying, strand by painful strand.
They needed an exit. A window. I had to buy them one.
"Get out!" I bellowed, stepping between them and the creature. "Go!"
I emptied my belt. Flash-bangs that detonated with blinding white light. Explosive pellets that cratered the fleshy ground. Cryo-traps that encased small sections of the thing's limbs in ice, only for it to shatter them a moment later. It was all just noise. Annoyances. Nothing slowed it for more than a second. It just kept coming, its featureless mask fixed on me.
It closed the distance in the time it takes to draw a breath. It didn't strike. It didn't slash. It reached out and grabbed my face.
Its clawed hand enveloped my mask. I felt the pressure, then a sharp, tearing sensation. Fabric ripped. The cool air of the nest hit my skin, a shocking, intimate violation. Its claws dug in, shredding the shifting ink patterns, peeling my identity away from me like old bandages. For the first time, I saw my own reflection in its obsidian face, twisted and distorted. I saw true, animal terror in my own eyes.
It leaned in, its mask so close it touched my forehead. The layered voices were gone, replaced by that same, singular whisper, pressing directly against my skin.
"You wear my face. You will become my voice."
A jolt of agonizing power surged through me—not electricity, but something else. An attempt to overwrite. To reformat. I felt my thoughts, my memories, my very being begin to fray—
Suddenly, I was airborne. A blur of red and black slammed into me, knocking me free. Miles. He'd tackled me, his body crackling with a desperate Venom charge that shocked the Child's arm, forcing it to release me.
Chaos erupted. Miguel, seeing his chance, roared and slammed his fists into his wrist tech, overloading the dimensional gate. A swirling vortex of unstable energy tore open a hole in the wall of the nest. "EVERYONE, THROUGH!" he screamed over the screech of collapsing reality.
The lair began to implode, the bio-organic walls groaning and twisting as the Child, enraged, tried to pull its domain shut, to drag us back into its larder.
Then, the pig. Ham, who had been scrambling to stay out of the way, suddenly jumped onto a pulsating organ on the floor. He cupped his hands to his mouth. "Hey, ugly!" he squeaked in his high-pitched, cartoonish voice. "Your face called! It said 'Aaaaaaagggghhh!'"
The joke was terrible. But the sound—the specific, high-frequency vibration of his voice—struck the Child like a physical blow. It recoiled, its head snapping back as if in pain, letting out a shriek of pure digital static. A weakness. File that away.
The distraction gave us the second we needed. Silk yanked Miguel through the portal. I stumbled after, my vision swimming. Miles shoved me forward. We jumped, a blind leap of faith into the swirling chaos, just as the Child's chitinous claw lunged for the closing tear in reality.
We collapsed in a heap on cracked, grey pavement under a sky the color of rust. A different world. A different kind of decay. We were battered, bleeding, and psychically shredded.
I pushed myself to my knees, my breath coming in ragged gasps. I brought a trembling hand to my face. My mask was in tatters, the shifting ink patterns broken, fading in and out of existence like a dying screen. The fabric hung in loose threads.
For the first time since I could remember, my voice shook when I spoke. The words felt alien in my own mouth.
"It nearly… rewrote me."
Silk was beside me in an instant, helping me sit against the ruin of a concrete wall. She didn't say anything. There was nothing to say.
Miles was on his feet, staring back at the spot where the portal had been. A faint shimmer remained, a dying ember of dimensional energy. Through it, we could just make out a silhouette—the Child, standing motionless in its collapsing lair, its obsidian face turned towards us. It was watching.
"It didn't chase us," Miles whispered, a note of confused relief in his voice. "It let us go."
The last remnants of my mask flickered and died, leaving my face exposed to the rust-colored twilight. A cold certainty settled in my gut, a horror far deeper than the fight itself.
"No," I answered, my voice a horrified rasp. "It marked us."