Project Hydrobase or the SHIELD Prison or whatever you wanted to call it: Felix was in. He was here. His Symbiote hated every waking second. He sensed that he still possessed his same powers, just…in a bubbly capacity. Like it'd go up and down depending on Rash's fears.
Quick analysis: 'We're on Level Five. I have the Advanced Glasses on. We need to go from here to Level Thirteen.'
An issue considering guns were trained on them. They played along and kept placing boxes, if only so that the supervisor would leave Felix and Yelena alone.
"Hm."
The two kept working. Box after box. Lift, carry, set down. Boring enough that Felix almost forgot there were rifles pointed at their backs. Almost.
'Come on, come on, leave…!'
He'd rather attract as little attention as possible. Incite as much confusion by limiting his interactions.
The supervisor just…stood there. Annoyingly, with his arms crossed, watching the process with the detached impatience of someone who had done this a hundred times before. His gaze flicked between the crates, the guards, and the clock on the wall.
"Hng."
But soon, they turned and he was gone.
'Thank god.'
Yelena caught Felix's eye as soon as the supervisor's steps disappeared. She tucked a piece of hair over her ear, or at least gave a shape to that gesture. Her hair was short, like a guy's. If these agents had been peering closer, they might have noticed the signal. They didn't.
Nobody noticed the earring on Yelena's ear. It was a swinging diamond-shaped earring. It wasn't huge or anything. Perfectly ordinary. But he smiled. He knew better.
'To think I'd be using this trick to get out of a jam…'
A long time ago, a certain thief used this on him.
Now, it was his turn to use it against Cindy Moon.
Felix set his crate down with deliberate care and straightened, stretching his shoulders like a tired laborer. His fingers flexed once.
'Now.'
Yelena tapped the earring, and from it—
Bzzt!
Blink or you would miss it. An EMP struck. An electromagnetic pressure change that Felix felt in his teeth more than his ears and there sudden, invisible punch through the air.
It felt nice to be on the other side of it.
Every gun in the room died at once.
HUDs went dark. A few rifles emitted pathetic little error chirps before going silent entirely. The recessed turrets along the walls powered down mid-track, barrels freezing in place.
For half a second, no one understood what had happened. In that half second, Yelena acted. She dropped her crate and crossed the distance to the nearest guard in two steps, pivoting into him with a sharp elbow to the throat. He folded without a sound. She caught his fall, redirected it into the second guard, and used the momentum to slam the man's head into the concrete wall.
Felix moved like an above average athlete. He grabbed a third guard's vest, yanked him forward, and drove his knee into the man's sternum. If he had been a normal person, it would have completely failed. This guard had probably spent years of his life for this moment.
Except he went up against Spider-Man. The air left him and the lights were promptly out.
'Sorry,' Felix said in his head.
The last man reached for a sidearm that was now nothing more than dead weight. Yelena kicked his legs out from under him and planted a heel between his shoulder blades before he hit the floor. One clean strike to the base of the skull. Done.
It was over in seven seconds.
Bodies littered the docking bay. The EMP's range had been tight and it was among the stuff Elektra had given him. Although it was technology from another world that Felicia couldn't understand and Felix could vaguely repair, Elektra was capable of adjusting its dosage and specifications. It wasn't a blast. The rest of the facility hadn't noticed a thing.
Yelena exhaled once. "Room's clean." Her ears twitched. "No one's coming either. We're good."
"Let's go then!" No time to waste. Felix was already running.
They bolted through the one and only door at the far end of the bay, the one the supervisor had been guarding and where they weren't supposed to go. The corridor was narrow and utilitarian, walls reinforced steel, lit by recessed strips that cast everything in sterile white. Pipes ran overhead. Warning placards flashed by in English and blocky SHIELD iconography.
'I stiiiiil feel the water! I hate this place!'
'Okay, okay, I get it!' Ugh, somehow, even he was feeling motion sick. All because of Rash. 'Best to conserve my strength and speed.'
"Inventory terminal should be close," Felix said, breath steady. "They don't make dock crews walk far."
"I know. It should be…there!"
Yelena pointed at a small side room to the right, marked LOGISTICS – INTAKE. Felix slammed his shoulder into the door and it flew open. It was a compact control space with two terminals and a wall of monitors showing crate IDs, timestamps, and dock status.
Oh, and there were two confused guards. They had been watching from a security camera point of view before it all blacked it. It seemed they were just about to contact the others. Too late. Yelena drop-kicked the first while Felix jumped the second first to the floor and knocked the guard it with a couple ordinary punches.
"Good work." Yelena offered a hand and he took it.
Felix looked about. The first thing he did? Smile."Hah, and that's the printer."
Printers were what made everything run in this place. This place was wholly physical. Felix pulled the USB from his wrist housing.
He jammed it into the nearest port. The screen connected to it flickered. For a terrifying half-second, nothing happened.
"—CONNECTION ESTABLISHED," Herbie said softly in Felix's ear. It was a compressed voice, stripped down, but unmistakable. "MINI INSTANCE ONLINE. SECURITY CAMERA ACCESS CONFIRMED."
Felix grinned. "Hey, buddy."
"I AM LIMITED," Herbie continued. "NO ACTIVE CONTROL OF DOORS OR WEAPONS. VISUAL FEEDS ONLY."
"Point is that you can loop foods and hide any traces of us being here," Felix said, already scanning the monitors. "That's all we need. To be invisible."
Yelena was elsewhere, her eyes on the hallway camera feeds, hand resting casually on a stolen rifle. Not really any point in using it.
"We're on Level Five. Each floor needs physical access, right? Print us what we need for security guards to go from Level Five to Six."
"CALCULATING….CALCULATING…"
Although they possessed a White Card, flashing it willy-nilly was going to arouse instant suspicion. First, they needed to disguise themselves as ordinary security guards and make their way up to the Levels. They had to make the physical papers. They had to pretend to be security guards following orders.
They were going to make it.
***
At a certain point, the stagnation of Level Five became terrifying. The corridor was long, straight, and merciless. It just…kept going with no color beyond institutional gray and the occasional red stenciled number marking a cell. The lights overhead were recessed and cold.
It felt dead.
Felix walked with his shoulders squared, posture bored and professional. Security uniform. Baton clipped at his hip. Documents tucked under one arm. Yelena walked half a pace behind him, rifle slung, chin slightly down. Guard Two, essentially.
He occasionally had to glance and wince.
The cells were not meant to be seen for long.
Each was a vertical coffin of reinforced glass and steel, inset into the wall. No beds. No furniture. No dignity. Just a narrow recessed floor, a drain, and—where SHIELD felt generous—a dented metal bucket shoved into the corner.
Most of the cells were occupied.
Some prisoners paced. Some sat unmoving. Some stared straight ahead, eyes hollow, like they were already dead and just hadn't realized it yet.
And some of them…
'No way.'
Some of them, Felix had to look away from, eyes a little wide. He knew them. He saw them. They were mafia members he had beaten. They were jailed here of all places.
He should have known. Some of those mafia members were incredibly tough. The best of the best. So it made sense to put them here. And it brought on themselves for being criminals.
'Yes.They deserve this. So focus.'
He kept walking and walking.
Just for a fraction of a second though…he stopped. He glanced over. He checked out the cell to his left.
The dark-skinned man inside was slumped against the back wall, chains looped loosely around wrists that no longer fought them. His face was gaunt. Beard untrimmed. Eyes sunken.
'Jefferson…?'
The Scorpion. Rio Morales' ex-husband and Miles' father, Jefferson Davis.
The man lifted his head slowly as Felix's boots halted outside the cell.
"What do you want, guard?" Jefferson rasped.
His voice was hoarse, shredded from disuse. He tried to straighten, failed, and settled back with a dull clink of chains. Felix's eyes flicked briefly to the bucket in the corner.
Jefferson squinted, trying to focus through the glass. "You here to watch?" he asked bitterly. "Or just count how many days I've got left before they forget to feed me?"
'He…deserves this,' he told himself, jaw tightening. Rash surged—anger, hot and sharp—but Felix buried it down, deep. He forced his feet to move. Forced his gaze forward.
He walked on. This water…yes, this water was messing him up.
They reached the checkpoint at the end of the corridor: a reinforced security station embedded into the wall, flanked by two armed agents and a waist-high console glowing with biometric readouts.
"Level Five clearance," one agent said without preamble. "Purpose?"
Felix handed over the documents. "Routine verification," he said evenly. "Scheduled inspection. Levels Nine through Eleven. Empty units."
The agent scanned the papers, frowned, scrolled, and scanned again. Everything checked out. But…
"Really? Someone called for those floors?"
"And scheduled...?" murmured the other agent.
"New schedule. They're getting inspected from now on," Felix clarified without missing a beat. "Director doesn't want surprises before activation."
A pause. "Huh, they're being filled? Finally? By who?"
Look at that. They didn't even know.
"It's classified," said Felix.
Another exchange of looks.
Finally, the first agent nodded and keyed in a command. "Apologies, just…curious. Elevator's yours. You're cleared through Six."
The doors slid open behind them with a soft hydraulic hiss. Felix and Yelena got in ASAP. Fortune was with them and it closed with zero issues.
The elevator descended in silence. Felix watched the numbers tick down on the panel. Six. Seven. Eight.
Yelena glanced sideways at him. "You okay?"
Level Nine—intended for the Hulk.
Ten—intended for Spider-Man.
Eleven—intended for the Devil.
The doors opened. Level Eleven was pure darkness. No noise beyond the distant thrum of the facility's systems.
Through the Advanced Glasses, for Felix, the place lit up.
There was only one thing here. A cylindrical reinforced glass cage suspended by hydraulic rigs. He could see everything, including the fact that there was a trigger mechanism that would sink this hell into the deep sea.
It was quite spacious, oh sure, but there was nothing actually there aside for a bench.
Invisible sensor grids traced the air like spiderwebs. Floor panels hid deployable restraints and guns.
A cage built by people who were terrified of what they'd someday put here.
He felt…wrong. Like standing inside his own grave.
Yelena didn't notice. To her, it was just another empty floor. Another ugly piece of infrastructure. She was searching for the lights and couldn't find any. "Guess this is what the flashlights are for," she muttered, pulling the light from her thigh pocket. She checked the area, making sure it was empty and no one was listening. "Clear."
Felix nodded and moved forward. They walked around the huge glass cage to the far end of Level Eleven where something different stood.
A black door that was over twenty feet tall and seamless. No visible hinges and no keypad and no handles. Just a smooth slab of metal inset that acted as the door knob. "Opens from one side," he murmured. Meaning, he couldn't pry it open even if he wanted to. Right next to the little gap were tiny stark white lettering.
BLACK CLEARANCE REQUIRED.
Felix stopped in front of it and felt this elevator-door.
'Adamantium. Even I can't break this.'
"You ready?" Yelena asked.
He nodded.
This was the point of no return. From his breast pocket, he brought out the White Card. The White Card slid into the knob's place. He couldn't pull it out. He had to put it in completely.
For half a second, nothing happened.
Then the scanner flared to life, washing the card in pale light. A deep mechanical tone reverberated through the floor.
CLEARANCE CONFIRMED.
The black elevator doors parted from left to right. Felix exhaled and they got in together.
The doors closed.
Level Thirteen awaited.
…
…
…
Cell C-14 had no sense of time.
Cindy Moon had stopped counting days because nothing changed. Not the light. Not the hum. Not the pressure that pressed in from every direction like the ocean itself was thinking about crushing her and simply hadn't decided yet. Not like it would crush her. She was a VIP prisoner. Whatever that meant.
The cell was half-cylindrical with the back being totally black. The front was transparent, reinforced glass layered with nonesense. The floor was cold. The air recycled. The walls watched her.
It wasn't large though nor was it lonely. It was what it was. From her understanding, it was a smaller version of another prison they had in Level Nines through Eleven.
Cindy sat on the bench with her knees drawn close, long black hair spilling down her back in tangled curtains. Once, she had kept it immaculate. Once, she had been a doctor with spotless hands and a future bright enough to burn.
Now she was an exhibit and she only had herself.
Alone, with nobody to talk to, she had replayed her life all a thousand times.
The spider at OSCORP. The newspaper. The almost.
Her parents' lawsuit. Connors' testimony. Death or superpowers. A coin flip crushed under ink and carelessness.
What could have been.
Obsession had followed. Curiosity. Hunger. Then certainty.
She had been robbed.
So she created and gave. She gave Gwen Stacy her powers. She started this.
She also took.
She took Gwen Stacy's powers because the universe had owed her. She helped with the first Symbiote prototype because someone had to push science forward. She heard someone dared to imitate what was hers, what was rightfully hers, and sent a spy.
Some time later, there was an explosion. People died.
Cindy smiled in the comfort of her cell. But that cell…it wasn't here. This was new. This was different. She no longer had the same power she did before. She couldn't talk to anyone. Yes, not even a billionaire like her had any influence here.
Damn that Nick Fury…!
The lights flickered. Cindy's head snapped up.
That didn't happen. Ever.
"Hm~?"
The hum deepened, then stuttered. The soft white glow dimmed, surged, then went out entirely. Darkness swallowed the cell.
Cindy felt it, like…like a pressure release behind her eyes, like the sudden absence of a migraine she hadn't known she'd been carrying for years. The glass walls around her creaked.
Something was prying the glass cell open.
"It…can't…be…!"
Metal screamed. The reinforced glass peeled open as if pried open by black hands. The sound and the visual was wrong. These weren't arms. They weren't limbs either. They were too wet, too organic for machinery or humans.
Cindy stood up, heart slamming against her ribs, eyes widening.
It was coming through. It. It. It.
A silhouette poured into the cell, not stepping so much as flowing, black and glossless. This was wrong. This was alien. It didn't reflect the emergency lights that began to strobe weakly overhead.
"A… a symbiote." She backed herself into the black wall. "No—that's not—"
The glass opened enough for something to step in. For something to take shape. For something to growl.
A man-shaped thing stood before her, tendrils crawling lazily across its surface like living shadows tasting the air. It…it didn't seem like it liked this place. Or her. She could feel the hate seething off it. She could see the red.
The red.
The black.
Her eyes widened when she saw the red symbol plastered on the chest.
"Y-you're…you are the Spider-Man…!"
A tendril snapped out and wrapped around her throat.
Cindy choked, hands flying up uselessly as she was lifted from the floor. Her feet kicked, scraping against the glass. More tendrils slid forward, pinning her arms, coiling around her torso, pressing into pressure points with intimate cruelty.
Cindy gagged, eyes watering, vision blurring as the world narrowed to white eyes and black hunger. She had powers. She was strong.
'You...'
....but had long been surpassed by him. By the man inside the suit. By the one she should not have made an enemy of.
"CiNdY…MoOn…!"
He had told himself he would be calm. That he would be precise. That he would ask the questions, get the answers, and walk away.
But seeing her—this woman—the architect of so much loss, the echo at the center of every nightmare—
Something broke.
Rash surged with him, not fear this time but fury, a shared, roaring thing.
'Mother caused us,' the symbiote hissed. 'She caused Reed! She caused everything!'
Was it the water? The environment? The fact that he was already uncomfortable?
Felix's grip tightened.
Cindy's fingers clawed at the tendrils digging into her neck. She tried to speak. She couldn't. He wanted to see her in pain some more. He really did.
"L-let go! Lshshkk go of msshkkk!"
She was going to die. Cindy Moon would have died. 'But she shouldn't.' The tendrils loosened just enough to let her gasp. Broken breaths tore out of her lungs as she crawled away and leaned against the black wall, coughing and shaking and glaring up at him.
Spider-Man forced the rage down with both hands.
'Focus,' he told himself. 'You didn't come here to kill her. And Yelena…she's standing guard at the elevator. She might be far but I can't make too much noise…!'
Yes. Yes. He had a secret. He had questions.
"Is that you, Gwen?" Cindy asked, gasping and stuttering. "What, come here to—ack! Get revenge? You don't even look like a woman anymore!"
Silence.
"Hrng. Guess not." Cindy managed a smirk. "You must be…Spider-Man. The new man on the block. I do wonder...who are you? Among my list of candidates, I have Harry Osborn, Norman Osborn, Tony Stark, Felix Faeth—" His heart skipped a beat. "And Alistair Smythe. The great minds that have replaced me, or attempted to. So, am I right?"
Silence again.
"The Devil. Tell me about him."
His voice was unrecognizable. A disembodied tone that went up and down, that echoed, yet wasn't very loud. It was bellowed directly for Cindy's earbuds.
"Ha…hahaha…!" Her palms slapped at the floor and she picked herself up to her full height, laughing. Her hair fell in thin threads and she was balding. "You…he really got you, didn't you?"
"..."
"Asking me for help? Breaking into HERE of all places?" Cindy gestured widely, smirking with dilated pupils. "Honestly, I don't even know where this place truly is. Are we in space or in the sea? I was told it was the sea but they could be lying for all I know—"
The tendrils danced along his arms. Cindy's gaze flicked toward them and her lips fell flat.
"Unfortunately, I'm not strong enough to oppose you. Whoever you are. Felix. Tony. Whatever." Cindy clicked her tongue and then brightened up. Like some child, she was remembering something. "Say, even though I don't know where I am, do you know why I'm here?"
"Something happened at the previous facility. I know because you sent documents to Hammerhead."
"Oh. Ohh, so you…you beat Hammerhead! Now it all makes sense! And you must have....oh, you've gotten pretty close, huh?" Cindy giggled a little, like some rancid demon. "Oh my god, you must have gotten REAL close! And it terrified you! And now…you must have gone through hell to get here, Felix." She walked up to him, smiling, and reached forward to cup his cheek. "How awful…"
Tiny tendrils of the symbiote from his shoulder stopped her.
"But you don't know anything, do you?"
The tendrils were prepared to put pain into her. Her Spider-Sense must have gone off because she started speaking again. "Let me tell you something funny about that old facility, Alistair. There wasn't just one instance of someone breaking in and out of the facility, there were three. Three times where security completely failed. I mean, it's no wonder they built this place considering how lous—"
"Who."
Cindy snickered. "One was some little boy that SHIELD never managed to identify." Reed Richards. "Another was Gwen Stacy. And the last…was the little Devil."
Wait…
"Gwen broke out? Gwen Stacy was allowed to leave because she served her sentence."
"Yes. That time anyway."
...what?
"What are you talking about?" He tilted his head down to look at her. "She came back? She was jailed?"
"She was." Cindy bit her bottom lip and burst into laughter. "And no one knew about it!"
"That's not possible."
There would have been documents. Herbie would have known. Right?
"Can I…can I tell you something, my love? I've been here for months now. Alone. And I've been thinking. Thinking, thinking, thinking…" She yanked her arm back and paced in circles, her arms interconnected behind her and swinging wide. "Thinking because I'm good at it. But I…I couldn't come up with anything. I actually don't have an answer to that. I have no idea how she wound up in the old facility again. It was like…magic. And SHIELD…"
Cindy stopped. Cindy looked at him, teeth showing.
"SHIELD took advantage of that. And they asked me to help."