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by Seuzz
Rated: E · Outline · Fanfiction · #2217046
Spider-Man teams up with Ms. Marvel to investigate a sinister school.
Characters: Peter Parker/Spider-Man; Ms. Marvel; Russell Fisk; Dr. Rappaccini; Tony Stark; The Hulk; Captain Marvel; Captain America; Kingpin; Richard Raleigh.

Teaser
SPIDER-MAN swings through the city as The Daily Bugle broadcasts a report about the Avengers battling ice giants. He responds to shouts and finds a disoriented girl discharging energy blasts and muttering about being "chosen" for "237."

Act I
Spider-Man restrains the girl with webs and retrieves from her an ID linking her to the Bilderberg Academy. But he is unable to learn anything from her before police arrive and he has to retreat.

Peter in his street clothes approaches the Academy, but after being turned away by a guard he sneaks onto the grounds by using his powers. He approaches two students by pretending to be a new student at the Academy, and finds that one of them is an old acquaintance from Midtown: RUSSELL FISK. Fisk accepts Peter's presence with some surprise, but fetches him a uniform jacket and shows him around the campus. During their talk, he mentions to Peter that his father just joined the Academy's Board of Trustees; meanwhile, Peter notices two things—a girl who is watching him closely, and a "Room 237", which Fisk tells him is where "special projects" are held, and implies that he has access to it.

That night Peter returns in costume to watch the building containing Room 237, and is intercepted by MS. MARVEL, who reveals that she is working undercover at the Academy on Avengers business. (She was the girl watching him earlier.) She calls TONY STARK, who in a distracted state tells them to work together; Ms. Marvel is not pleased.

Ms. Marvel tells Spider-Man that the Avengers heard news about a secret weapons program being linked to the Academy. The two partners sneak into Room 237 and find it garrisoned by soldiers from AIM; the partners accidentally alert them.

Act II
The heroes escape outside and elude pursuit by changing back into school uniforms and pretending to be love-struck teens. Ms. Marvel starts to call Stark to tell him what they discovered about Bilderberg, but Peter talks her into continuing the mission alone.

Ms. Marvel and Spider-Man sneak an ID out of Russell's room; after they leave, Russell is summoned to Room 237 by HEADMISTRESS RAPPACCINI. Inside Room 237 they find a stairwell leading to an underground complex, which they navigate by carefully dodging guards. At the lowest level, in a hanger-like space, they are surprised to watch Russell operating high-tech machinery—he didn't know Russell was doing that well in his science classes—and he and Ms. Marvel are shocked to find that AIM has captured THE HULK, CAPTAIN MARVEL, and CAPTAIN AMERICA. As the horrified heroes watch, an energy transfer on the captured Avengers turns one of the Academy's students (DOUGLAS DIXON) into a Hulk-like monster.

Act III
Douglas demonstrates his new powers as Ms. Marvel sends a distress call to Avengers HQ. Douglas discovers her and Spider-Man as they try to disconnect the machinery imprisoning the three Avengers; the headmistress orders Fisk—who is confused and thinks the Avengers are volunteers for an experiment—to initiate another transfer, despite Fisk's warnings.

During the battle Spider-Man quickly exchanges words with Fisk—who had no idea that AIM were bad guys—but before Fisk can do anything, the headmistress hurls him into the transfer bay and initiates another transfer. But because Fisk's DNA wasn't properly aligned, it causes a malfunction that blows apart the machinery. As Spider-Man and Ms. Marvel pull out the imprisoned Avengers, Tony Stark bursts in, and the surviving AIM forces surrender.

As the transformed students, including Russell, are carried off in ambulances, and the headmistress and AIM soldier are put in police vans, Ms. Marvel tells Spider-Man that it was fun and that he made a not-half-bad side kick; Spider-Man complains that he thought he'd at least merit promotion to one-quarter Avenger on the basis of the mission.

Dissolve to a boardroom, where an infuriated KINGPIN demands answers about the "mad scientists" who harmed his boy, and when informed that the headmaster is unavailable he demands that a headmaster be immediately put in place to conduct an investigation and punish the malefactors. He is interrupted by another board member—RICHARD RALEIGH—who tells him that AIM has already selected one.

The above is based on "School of Hard Knocks" by John Harber.

Next: "S01E13 "Ultimate Spider-Man"
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