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Webs and Whiskers

Summary:

Spider-Man has faced plenty of villains, but none as infuriating - or as captivating - as Shadow Cat. When their paths keep crossing, witty banter and stolen glances blur the line between hero and villain, and even Spider-Man himself can’t ignore it.

But things get complicated when flirtation turns dangerous. A near-death encounter forces both of them to confront the truths they’ve been hiding - and maybe, just maybe, the enemies they’ve been fighting are exactly who they were meant to love.

Notes:

I AM AWARE

That someone else has a spiderman will fic where Mike is Black Cat

ITS A PLACEHOLDER NAME OKAY IM SORRY T^T

Edit: He is shadow cat now. I don't like it But it will do

Chapter 1: The Spider And The Cat

Chapter Text

The Hawkins High chemistry lab smelled vaguely of sulfur and teenage despair, a combination that had become background noise for Will Byers over the past semester. Three months ago, this room had been the site of an incident that would forever alter the trajectory of his life - an incident involving a rogue radioactive spider, a failed attempt at containment, and a bite that had rewired his DNA on a fundamental level.

Will had been trying to be helpful, really. When the eight-legged specimen from the Indianapolis research facility had escaped its container, his first instinct wasn't to scream or run away like his classmates. Instead, he'd cupped his hands together, hoping to safely capture the creature before it could cause any real trouble. The spider, however, had other ideas. Its fangs had pierced the skin between his thumb and index finger, injecting a payload of radioactive venom that would transform him from ordinary high school student to something extraordinary.

The changes had started within hours. First came the fever, then the muscle aches, then the horrifying moment when he'd found himself sticking to his bedroom ceiling like some kind of human gecko. The next few weeks had been a crash course in superhuman abilities - enhanced strength that allowed him to bend steel, agility that made gravity more of a suggestion than a rule, and a sixth sense that manifested as an insistent buzzing at the base of his skull whenever danger approached.

The suit had been his own design, crafted with Max's technical assistance in the abandoned storage shed behind her house. Black and yellow sleek fabric that hugged his frame like a second skin, with custom-built web shooters that could fire strands of adhesive stronger than steel. It was a ridiculous, impossible, dangerous existence - but it was his now. Saving Hawkins from threats both mundane and meta had become his secret double life, known only to Max and, by complete accident, Lucas Sinclair.

But Mike Wheeler? Mike had no idea. To Mike, Will was just the quiet artistic boy who sat across from him at lunch, the one who got lost in his sketchbook and blushed whenever their eyes met for too long. The same Mike whose laugh made Will's chest feel tight, whose casual touches left trails of fire on Will's skin, whose very presence made keeping secrets infinitely harder than it should be.

The Hawkins High cafeteria buzzed with the chaotic energy of five hundred teenagers trapped together for forty-five minutes. Fluorescent lights hummed overhead, casting everyone in a sickly pallor that did no favors to the already questionable-looking lunch options. Tables were scarred with years of graffiti, initials of long-graduated students carved into the worn surfaces alongside phone numbers that hadn't worked in decades.

Will sat hunched over his sketchbook, pencil flying across the page as he captured the scene around him in loose, confident strokes. Across from him, Mike Wheeler was animatedly describing some obscure sci-fi movie marathon he'd watched over the weekend, his hands moving expressively as he spoke. Dustin Henderson nodded along enthusiastically, occasionally interrupting with technical questions about special effects or plot holes.

"And then the fleet just appears out of nowhere, right? But the captain had already figured out their weakness because of this one line of dialogue in episode three that nobody else caught," Mike explained, his eyes bright with enthusiasm. "It was brilliant writing, honestly. The foreshadowing was just perfect."

"You would have loved it, Will," Dustin said, turning to where Will was still sketching. "Lots of cool alien designs you could have drawn."

Will looked up from his notebook, offering a small smile. "Maybe. I'm more of a creature design person myself. Less spaceships, more tentacles."

"Classic Byers," Mike laughed, and Will had to deliberately force himself not to blush at the warmth in Mike's voice. "You and your obsession with anything that has more than four limbs."

El, sitting beside Will, rolled her eyes good-naturedly. "You say that like you don't have entire debates online about the biological feasibility of xenomorphs."

"That's different," Mike protested, but he was grinning. "That's scientific curiosity."

On Will's other side, Max Mayfield snorted into her chocolate milk. "Right. Scientific curiosity. That's what we're calling it now."

Lucas Sinclair, who had been unusually quiet since they sat down, suddenly perked up. "Speaking of scientific curiosity, Max, did you finish the calculus homework? I was stuck on problem seven."

Max smirked, clearly aware of the way Lucas's eyes kept darting to her face whenever he thought she wasn't looking. "I might have. But what's it worth to you, Sinclair?"

"I could help you with that English essay?" Lucas offered, trying to sound casual. "You know, the one on symbolic imagery in modern literature. I actually understood that chapter."

"Wow," Dustin chimed in, grinning between them. "Lucas offering to help with homework. Must be serious."

Max's cheeks flushed slightly, and she focused intently on stirring her chocolate milk. "Shut up, Henderson. Not all of us can be science geniuses like you and Mike."

The conversation continued easily around them, a comfortable rhythm of teasing and friendly banter that had developed over years of friendship. Will found himself getting lost in the details again - Mike's crinkled eyes when he laughed, the way his hair fell across his forehead, the casual way he leaned forward when he was really invested in what he was saying. These were the moments that made his secret life feel like a betrayal, like he was lying to the people who mattered most by omission.

Mike's phone buzzed violently against the table, cutting through the easy laughter. The sound was jarring in the cafeteria's background noise. Mike glanced down at the screen and his entire demeanor shifted instantly - the relaxed posture vanished, shoulders tensing, expression hardening into something unreadable.

"Sorry guys," he said, already standing and grabbing his backpack. "Forgot I promised my mom I'd help with something. Need to go."

"But you were in the middle of telling us about the movie's third act twist," Dustin protested.

"Family emergency," Mike said shortly, not meeting anyone's eyes as he hurried toward the cafeteria doors, phone already pressed to his ear.

The five friends watched him go, a strange silence falling over their table. The change in Mike's behavior had been so sudden, so complete, that it left them all unsettled.

"That was weird," El said finally, brow furrowed with concern. "He seemed really upset."

"Maybe his sister needs him?" Will suggested, though Mike's sister Nancy was away at college and rarely called with emergencies.

"Or maybe his mom finally found out about that dent in the garage door from when Dustin tried to teach Mike how to skateboard," Dustin offered weakly.

Max shared a look with Will across the table, her expression thoughtful. She'd been keeping tabs on the strange uptick in criminal activity around Hawkins, cross-referencing it with Mike's increasingly frequent "family emergencies." The correlation was becoming too obvious to ignore.

Before anyone could speculate further, the school's emergency alert system blared to life. Red flashing lights appeared in the corners of the cafeteria as a calm but urgent voice came over the speakers.

"All students and faculty, this is a lockdown alert. Repeat, this is a lockdown alert. There is a situation downtown requiring emergency services. All students are to remain in their current classrooms until further notice. This is not a drill."

Panic rippled through the cafeteria like a shockwave. Students immediately started shouting, grabbing phones, trying to push toward the exits despite teachers' attempts to maintain order.

"Downtown?" Dustin asked, eyes wide as he looked between Will and Max. "What kind of situation-"

Max suddenly clutched her stomach dramatically, letting out a convincing groan that drew attention from nearby tables. "Oh god," she moaned, leaning against Will's side. "I think I'm going to be sick."

Will immediately caught on, playing along as he helped her stand. "You okay? Maybe we should get you to the nurse's office."

"I'll come with you" Said Lucas, worry coated on his face.

"Actually, Lucas, you stay here," Max said quickly, giving him a meaningful look. "You can cover for us if anyone asks where we went. Tell them we both went to the nurse."

"What? No way-" Lucas started to protest, but Max cut him off.

"Please, Lucas? This is important," she insisted, and Will could see Lucas's resolve crumbling at her pleading expression.

"Fine," Lucas muttered, clearly unhappy but unwilling to argue. "But you two better not be getting into trouble."

"Never," Max promised with a grin that said exactly the opposite.

They navigated through the chaos of the lockdown, teachers shouting for students to remain seated while panic spread through the crowded space. The emergency lights cast everything in an ominous red glow, making the cafeteria feel more like a disaster zone than a high school lunchroom.

Once they were clear of the main crowd in the relatively quiet hallway, Max straightened up immediately, all traces of her 'illness' gone. "Okay, so what's the over/under on this being our kind of problem?"

"Bank robbery," Will guessed immediately. "Museum heist. Supervillain monologue in town square. Take your pick."

"My money's on bank robbery," Max said as they hurried toward the east wing of the school. "Something big enough to trigger a lockdown but not big enough for evacuations. Classic distraction tactic."

"You think it's a distraction?"

"Definitely," Max said confidently. "The real target is probably somewhere nearby. The bank is just noise to keep everyone busy."

Will didn't respond, focused on their destination - a janitor's closet that he and Max had identified months ago as their emergency exit point. The lock was simple, designed more to keep curious students out than to keep anyone in. Will made quick work of it with the small lockpicking kit he kept in his backpack.

Inside, the small space smelled strongly of bleach and industrial cleaning supplies. Max leaned against the door while Will quickly explained the situation. "Whatever's happening downtown, my spider-sense is going crazy. This is bad, Max. Worse than usual."

"Bad how?" she asked, her expression turning serious.

"I can hear sirens, explosions - something big is going down at the bank," Will said, already shrugging off his flannel overshirt and jeans to reveal the black and yellow Spiderman suit underneath. "There are hostages, I can feel it. At least a dozen people trapped in there."

Max nodded, her expression grim. "Then you need to go. Now."

Will pulled the mask over his face, and the world immediately sharpened - colors more vivid, sounds more distinct, that familiar tingling at the base of his skull that signaled danger nearby. He stuffed his regular clothes into his backpack and handed it to Max.

"Hide this somewhere safe," he instructed. "I'll come back for it when I can."

"Be careful, Will," she said, her voice soft with concern. "Don't do anything stupid."

"No promises," he replied with a weak smile that she couldn't see through the mask. Then he slipped through the window and onto the school roof. The air was crisp and cool, carrying the distant sounds of approaching sirens. From his vantage point, he could see smoke rising from downtown, thick black columns that told him something was seriously wrong.

His enhanced senses picked up the details even from this distance - the acrid smell of something burning, the faint sounds of screams, the distinctive thud of automatic weapons fire. This was bad. Worse than the usual small-time criminals he typically dealt with.

Will took a deep breath and launched himself into the air, shooting a web toward the nearest building. The familiar rush of wind and adrenaline flooded his system, the weight of responsibility settling over him like a mantle. This was his burden to carry, his city to protect.

He swung through the streets of Hawkins, the town blurring beneath him as he closed in on the source of the trouble. The Hawkins National Bank loomed ahead, smoke pouring from shattered windows on the second and third floors. Police cars surrounded the building, but they maintained a careful distance - too much distance, which meant whoever was inside had serious firepower and wasn't afraid to use it.

Will landed silently on the roof of the building across the street, crouching in the shadows as he assessed the situation. Through the broken front doors, he could see inside the bank lobby, and what he saw made his blood run cold.

At least a dozen hostages were huddled on the floor, their hands bound with zip ties, surrounded by armed men in tactical gear. But standing in the center of it all, directing operations with casual authority, was someone who had been making headlines across Indiana for months - the mysterious thief known only as Shadow Cat.

Unlike the cartoonish villains Will typically faced, Shadow Cat was terrifyingly professional. Dressed in form-fitting black tactical gear with silver accents that caught and reflected the light, he wore a sophisticated mask that covered his entire face except for his mouth and chin, and distinctive cat-like ears that twitched with every movement, somehow giving the impression of listening to things no one else could hear.

"Move faster with those bags," Shadow Cat called out, his voice distorted by some kind of modulator but still carrying clearly through the chaos. "We're on a schedule here, people."

One of the hostages - an older woman in a business suit - started crying quietly, and Will noticed the subtle way Shadow Cat's shoulders tensed. He looked away, focusing instead on the bank employees who were rapidly filling canvas bags with cash from the teller drawers and vault.

"You don't need to do this," someone called out from the floor. "Take the money and go, just let us go."

Shadow Cat turned toward the voice, and despite the mask, Will could feel the intensity of his gaze. "That's the plan, believe it or not. Fill the bags, take the money, and everyone goes home safe. But if anyone tries to be a hero, things get complicated. Nobody wants complications."

There was something in his tone - not quite regret, but close. As if he was going through motions he'd rather not be taking, following a script he hadn't written. The professional criminals surrounding him seemed to take their cues from his subtle gestures, but there was a distance between Shadow Cat and his goons that suggested he wasn't entirely comfortable with this arrangement.

Will's spider-sense was screaming now, a constant buzzing that warned of multiple threats and imminent danger. He needed to move, needed to create an opening that would allow him to neutralize the threat while minimizing civilian casualties.

Taking a deep breath, Will prepared to make his entrance. He shot a web toward the ceiling of the bank lobby, anchoring it securely before swinging through the shattered glass doors in a dramatic arc that brought him to land in a crouched position directly in front of Shadow Cat.

"I don't think the bank is open for walk-ins right now," Will called out, his voice clear and confident through the mask. "But I'd be happy to help you fill out an application for a savings account. Much lower interest rates than armed robbery."

The reaction was immediate and gratifying - hostages gasped in relief, several of the armed goons spun toward him with weapons raised, and Shadow Cat slowly turned to face him, the cat-like ears on his mask tilting with what looked like genuine curiosity.

"Well, well, well." Shadow Cat said, and even through the voice modulator, Will could detect an undercurrent of something - amusement? Challenge? "Hawkins' favorite wall-crawling pest. I was wondering when you'd show up to ruin my carefully planned day."

"I prefer to think of it as improving your day," Will retorted, already calculating angles and trajectories. "Armed robbery really plays havoc with your karma. Trust me, I read that somewhere."

One of the goons decided to be stupid and lunged at Will with a combat knife. Will moved like water, flowing around the attack and disarming the man with a quick twist of his wrist. The knife went clattering across the marble floor as Will delivered a precise strike to the man's neck that dropped him unconscious without killing him.

"See? No one needs to get hurt today," Will said, turning his attention to the remaining armed men. "You can all put down the weapons and avoid the inevitable headache that comes with being webbed to a wall for the next few hours."

Instead of complying, three of the goons opened fire with automatic weapons. Will's spider-sense guided his movements, allowing him to dance between the hail of bullets in a graceful, deadly ballet. He moved faster than human eyes could track, webbing weapons to the ceiling, disarming attackers, and neutralizing threats with efficient precision.

"You know," Shadow Cat commented, watching the systematic dismantling of his crew with what sounded like professional interest, "for someone who spends his days dressed like a giant insect, you're surprisingly graceful."

"what can I say, I work out," Will grunted, dropping the last conscious goon with a sweep of his leg. "Now it's just you and me. How about you make this easy on yourself and surrender?"

Shadow Cat laughed - a genuine, warm sound that seemed strangely out of place in the middle of an armed robbery and strangely familiar. "Surrender? Spiderman, I'm disappointed. I thought you'd offer more of a challenge."

Before Will could respond, Shadow Cat moved - impossibly fast, not with superhuman speed but with trained, practiced grace that spoke of years of combat training. He flowed across the marble floor like smoke, closing the distance between them in seconds.

The first exchange of blows was brutal. Shadow Cat fought with a fluid style that adapted to Will's every move, anticipating counters before Will could execute them. His strikes were precise, targeted at vulnerable points - joints, nerves, the soft spots between armor plating. Will relied more on raw strength and agility, but even his enhanced abilities were being tested by this opponent.

"Your fighting style is all defensive," Shadow Cat noted, landing a solid kick to Will's ribs that sent him stumbling back despite the armor plating. "You're always reacting, never initiating. What are you afraid of, Spiderman?"

"I'm not afraid," Will growled, shaking off the impact and launching a counterattack that Shadow Cat dodged with impossible ease. "I'm just being careful."

"Careful doesn't win fights," Shadow Cat retorted, sweeping Will's legs out from under him. "Careful gets you killed."

Will hit the marble floor hard, the impact jarring even through his suit. Before he could recover, Shadow Cat was on him, delivering a series of quick, sharp strikes to pressure points that left his arms and legs tingling with numbness.

"Such a shame," Shadow Cat said, his voice dropping to something almost conversational. "You have all this power, all this potential, but you hold back. Why? Afraid of hurting someone? Afraid of what you might become if you really let go?"

Will rolled away from another attack, using his webs to pull himself toward the ceiling. "I'm not the one robbing banks with hostages."

"No," Shadow Cat agreed, following him up with impossible agility. "You're the one playing hero in a costume, pretending you can save a world that doesn't want to be saved. Tell me, Spiderman, when was the last time someone actually thanked you? When was the last time someone looked at you without seeing either a threat or a tool?"

The words hit harder than any physical blow. Will hesitated for just a moment - a split second of doubt that was all Black Cat needed. He struck hard, driving his fist into Will's stomach with enough force to crack the armor plating.

Pain exploded through Will's abdomen, white-hot and overwhelming. He gasped, the air driven from his lungs as he fell from the ceiling, landing hard on the marble floor below. Every movement sent fresh waves of agony through him, and he could feel blood trickling down his side from where the armor had failed.

"See?" Shadow Cat said, landing beside him in a crouch, perched like a cat. "That's what happens when you get distracted. That's what happens when you care too much about what people think."

Will struggled to push himself up, his arms trembling with effort. The pain was blinding, but he refused to stay down. There were still hostages in the building, still people who depended on him.

"Nice try," Will managed to gasp out, forcing himself to his feet despite the screaming protests of his injured body. "But I'm not that easy to break."

Shadow Cat tilted his head, the cat ears twitching thoughtfully. "No, you're not, are you? That's actually impressive. Most people would have stayed down after that."

"Most people aren't Spiderman," Will retorted, though the bravado felt hollow even to him. Every breath was agony, and he could feel his vision starting to blur at the edges.

"True enough," Shadow Cat acknowledged, then his expression shifted slightly. "But you're forgetting something important, Spiderman."

"What's that?" Will asked, bracing for another attack.

"There's always a backup plan."

Will heard it then - a faint electronic beeping coming from the bank vault. His spider-sense went into overdrive, screaming danger so loudly that his head throbbed with it. The beeping was getting faster, counting down to something terrible.

"Oh no," Will whispered, turning toward the vault as realization dawned. "You didn't."

"Didn't what?" Shadow Cat asked innocently, but his eyes - visible through the mask - were serious. "Didn't plant enough explosives to bring this entire building down? Didn't set them on a timer to ensure maximum chaos? Didn't plan for the possibility that I might need to disappear in a hurry?"

"You're insane," Will breathed, already scanning the room, trying to calculate how many people were still trapped in the building. At least a dozen hostages, plus bank employees in the back offices, security guards in the basement-

"I prefer 'dramatically inclined,'" Shadow Cat corrected, but his voice had lost its playful edge. "But you should know something, Spiderman. I didn't know there would be this many hostages. That wasn't part of the plan."

Before Will could process this unexpected confession, the first explosion ripped through the basement. The floor trembled violently, dust and debris raining down from the ceiling. The hostages started screaming, huddling together as the building groaned around them.

Another explosion, this one closer. The entire structure shuddered, and Will could hear the distinct sound of structural failure - the groan of stressed steel, the crack of failing concrete. This building was coming down, and it was coming down fast.

"Go!" Will yelled at the hostages, already moving toward the group despite the pain that threatened to overwhelm him. "Get out now! Move!"

They scrambled to their feet, stumbling toward the exit as another explosion rocked the building. Will helped several of them to their feet, directing them toward the shattered glass doors while the world collapsed around them.

He got most of them out - eight, maybe nine people pushing through the smoke and chaos toward safety. But as he scanned for more survivors, he heard a whimper from beneath a fallen bookshelf in the corner. Two bank employees were trapped, their legs pinned by the heavy oak furniture.

"Help us," one of them cried, face pale with terror. "Please, we can't move."

"I've got you," Will promised, already digging through the debris, trying to find leverage points. "Just hold on."

The bookshelf was too heavy to lift outright, but he might be able to shift it enough to free them. He positioned himself, bracing against the floor, and pulled with all his enhanced strength. The bookcase shifted slightly, then settled back down with a groan that sent fresh pain through Will's already injured body.

Another explosion, this one devastatingly close. The ceiling above them started to buckle, massive cracks spreading like spiderwebs across the plaster. Will could feel the building's final moments approaching, the way the walls were starting to bow inward, the floor cracking beneath his feet.

"You need to run," Will told the trapped employees, abandoning his efforts with the bookshelf. "I'll hold this up while you get free. Then you run and don't look back."

"What about you?" the younger employee asked, tears streaming down her face as she finally managed to crawl free.

"I'll be right behind you," Will lied, positioning himself to bear the weight of the bookcase as the older employee worked to free his injured leg. "I promise."

The moment both employees were clear, Will's strength gave out. The bookcase crashed down on him, driving him to the floor with enough force to break through the damaged marble. Something snapped in his right leg - wet and horrible and final. Pain unlike anything he'd ever experienced washed over him, so overwhelming that his vision went white for a moment.

He could hear the building groaning its final protest, the sound of the ceiling giving way above him. This was it. This was how it ended - crushed to death in a collapsing bank, just another failed hero in a world that didn't need saving, died because he got trapped underneath a bookshelf. Like an Idiot.

Will closed his eyes and tried to think of something good, something to hold onto in these final moments. His mother's smile, Jonathan's terrible jokes, the way Max looked at him like he was capable of anything. Mike - Mike laughing, Mike concentrating, Mike looking at him with that warmth that made everything feel possible.

The expected impact never came. Instead, after a moment of darkness that stretched into eternity, Will felt hands on him - careful, efficient hands checking his injuries with professional precision.

"You're an idiot, you know that?" a distorted voice said somewhere above him. "A complete and utter idiot."

Will cracked his eyes open, expecting to see paramedics or firefighters. Instead, Shadow Cat was kneeling beside him in the wreckage, his movements surprisingly gentle as he assessed the damage.

"You're still here?" Will managed to ask, his voice raspy with pain and shock. "Why?"

"Contrary to popular belief, I don't actually like watching people die," Shadow Cat said, already working to free Will's trapped legs. "Even stubborn, self-sacrificing insects in ridiculous costumes. Hold still, this is going to hurt."

The warning was unnecessary. As Shadow Cat shifted the bookcase, fresh agony tore through Will's body. He screamed despite himself, the sound raw and broken in the dusty air.

"Sorry about that," Shadow Cat grunted, finally managing to free Will's legs. "But it's better than being crushed to death, right?"

Will couldn't answer, his body too wracked with pain to form coherent words. Shadow Cat carefully checked his injuries, his gloved fingers probing with professional skill that seemed out of place for a bank robber.

"Multiple breaks," Shadow Cat observed, his voice tight with what sounded like... concern? "Definitely the right leg, probably some ribs too. Internal bleeding is a definite possibility. You're a mess, Spidey."

"Thanks for the diagnosis," Will managed to gasp out. "Now if you'll excuse me, I think I'll pass out now."

"Not yet," Shadow Cat said firmly. "We need to get out of here before the rest of this place decides to join us. Can you stand?"

Will tried to push himself up, but his right leg refused to cooperate, the pain blindingly intense. "No," he admitted, hating the weakness in his voice. "Not happening."

Shadow Cat considered this for a moment, then sighed dramatically, you could hear his frown. "Fine. But you owe me one. A big one."

Before Will could ask what he meant, Shadow Cat carefully scooped him up - one arm under his shoulders, another under his knees, bridal style - lifting him with surprising strength for someone without powers. The movement sent fresh waves of agony through Will's body, and he couldn't suppress a cry of pain.

"Sorry," Shadow Cat murmured, adjusting his grip to be more gentle. "Try not to bleed too much on my suit. It's custom."

The journey out of the collapsing bank was a blur of pain and chaos. Shadow Cat moved with impossible speed and agility, navigating the falling debris as if he could see every piece before it fell. Will closed his eyes and tried to focus on breathing, on staying conscious despite the overwhelming pain.

Finally, they burst through the shattered front doors into the relative safety of the street. The setting sun cast long shadows across the pavement, painting the scene in shades of orange and red. Emergency vehicles were just starting to arrive, their sirens wailing in the distance.

Instead of heading toward the ambulances or the gathering crowd, Shadow Cat ducked into the alley behind the bank, setting Will down as gently as possible against a brick wall. The alley was dirty and smelled of garbage, but it was private and hidden from view.

"You should be safe here," Shadow Cat said, already backing away. "Someone will find you soon."

"Wait," Will called out, but Shadow Cat was already disappearing into the shadows. "Why did you-"

Before he could finish the question, Shadow Cat paused at the mouth of the alley, his back still turned. "Stupid bug," he murmured, almost too quietly to hear. "Always trying to save everyone."

Then he was gone, melting into the gathering darkness like the shadow he was named for.

Will leaned his head back against the rough brick wall, trying to breathe through the pain that threatened to overwhelm him. The alley spun around him, the edges of his vision going dark. He could hear the distant sounds of emergency services, the shouts of people approaching, but none of it seemed real.

The last thing he remembered before darkness claimed him was the curious thought that Shadow Cat's voice - when he'd called him a stupid bug - had sounded strangely familiar. Like someone he knew from somewhere else, someone whose voice he'd heard a thousand times before, like one you'd hear in a dream.

The alley behind Hawkins National Bank smelled of stale beer, garbage, and despair - a combination that seemed appropriate for Will's current situation. Hours had passed since the bank collapsed, since Shadow Cat had disappeared into the shadows, since the world had gone dark around him. The sun had set completely now, and the alley was bathed in the orange glow of streetlights that cast everything in an artificial warmth that felt completely at odds with the cold dread spreading through Will's body.

Pain had become his constant companion - a deep, throbbing agony that radiated from his right leg and spread through every inch of his body. His ribs screamed with every breath, and he could feel the sticky warmth of blood soaking through the damaged sections of his suit. Consciousness came and went in waves, the world fading in and out of focus like a poorly tuned television signal.

He'd tried calling for help earlier, but his voice was barely a whisper, raw and broken from screaming during the building collapse. He'd tried to crawl, to drag himself toward the street where someone might see him, but his injured leg refused to cooperate, and each movement sent fresh waves of agony that left him gasping and dizzy.

The alley had become his prison - four walls of brick and concrete that kept him hidden from the world but also kept the world from finding him. Every so often, he'd hear voices from the street, the distant sound of traffic, the occasional siren, but none of it seemed close enough to help.

Time lost meaning in the darkness. He wasn't sure if minutes had passed or hours, if it was still the same day or if he'd somehow slept through an entire night. The only constants were the pain, the cold, and the growing certainty that he was going to die here, alone in this filthy alley, his identity still a secret, his last thoughts of a boy who would never know how much he meant to him.

Will dragged a shuddering breath into his lungs, wincing as broken ribs ground together with a nauseating crackle. The world around him flickered in and out of focus - like someone dimming the lights behind his eyes. The alley smelled of garbage, motor oil, and the faint chemical tang of the bank’s detonated explosives that still clung to his suit. Time had dissolved into something thick and syrupy, sticky like the blood drying on his palms.

He had to move.
He had to.

He forced one arm beneath him, muscles trembling in protest. His suit felt heavy, as though someone had draped it in soaking-wet blankets. Every time he moved, the weight shifted, dragging at him. He pushed himself upright slowly, wincing as his balance wavered and the alley tilted.

He pressed a gloved hand against the brick wall. It felt rough beneath his fingertips, the tiny grains and cracks grounding him more than his own breath could. His forehead dropped to the wall for a moment as he dragged in several slow, shaky inhales. They weren’t deep - he couldn’t manage deep - but they were enough to quiet the dizziness slightly.

Lucas’s house is only a few blocks, he told himself. His thoughts felt sludgy, like his brain had to push through thick mud to form each word. Just a few blocks.

But the alley’s exit looked impossibly far.

The walk out of it felt longer.

He took one step, leaning heavily on the wall. His legs trembled beneath him - unsteady, unfamiliar, as though they belonged to someone else. He drifted sideways and caught himself again, fingertips scraping against the brick.

He took another step.

And another.

Every foot forward felt like inching up a steep hill while carrying a full backpack. His limbs were sluggish. His head throbbed with each movement. The pavement warped slightly under his gaze - wavy, soft-edged.

When he finally reached the mouth of the alley, he paused, chest rising and falling too fast, breath warm fog in the cool night. The open street felt too bright, too exposed compared to the narrow darkness behind him.

But he couldn’t stop.

He stepped out onto the sidewalk.

Hawkins was quiet at this hour. Porch lights glowed like watchful eyes. A dog barked in the distance, the sound bouncing off houses in a way that made it impossible for Will to tell which direction it came from. Somewhere down the block, a sprinkler hissed, the mist glowing under a streetlamp like drifting smoke.

He began walking.

Slowly.

His gait was uneven, almost limping, but he kept moving. He fixed his gaze on a house at the end of the street - an anchor point - and forced himself to reach it. Each step felt slightly more unreal, his sense of distance warping. The road stretched longer in front of him, like it shifted when he wasn’t looking directly at it.

Halfway down Maple Street, he paused beside a parked car. His hand found the hood, warm from earlier sunlight, and he leaned against it to steady himself. His breath hitched, his pulse thudding anxiously behind his eyes.

He pushed off again.

The houses blurred past him. He recognized them distantly - where he’d ridden bikes with Dustin, the corner where he and Max had spent an entire afternoon arguing about movie endings, the fence he’d once hopped while racing Mike home.

He clung to those memories. They helped him stay awake. Anchored.
Present.

He murmured to himself sometimes - little things, quiet encouragements that came out barely audible.

“Keep going… almost there… just a little more…”

The world dimmed again.

He shook his head hard, trying to clear it, and the motion nearly made him stumble. His knees wobbled, but he caught himself on a lamppost, gripping the cold metal until the spinning eased.

The Sinclair house was two blocks away now.

Then one.

The porch light was on - warm and golden, glowing like a beacon through the haze clouding his vision. He focused on it with everything he had left, willing it closer, willing his legs to keep working.

His steps grew shorter. Slower.

Every few feet he paused, swaying unsteadily until the dizziness passed. The grass under his boots felt uneven, like he was stepping over invisible dips in the ground. The air smelled of someone’s grill, leftover smoke, and early autumn leaves.

Finally - finally - he reached Lucas’s walkway.

He stumbled up it, catching himself on the wooden railing. It creaked softly under his grip. His other hand reached out blindly for the front door, his palms sweaty inside his gloves.

He lifted his hand and knocked.

Not hard. He didn’t have the strength for that. It was a soft tap, almost hesitant.

But it was enough.

The door opened.

Bright kitchen light spilled over him, warm and familiar. Lucas was framed in it, wearing a Hawkins High hoodie, one hand still holding a piece of toast like he’d been mid-bite.

“Spiderman?” Lucas said in a half-choked whisper, eyes wide in disbelief. “Dude-what-what are you-are you okay? Are you-”

Will’s head drooped forward. His hand reached for his mask almost on instinct, fingers slipping against the fabric as he pulled it up.

Then his eyes - half-lidded, exhausted - met Lucas’s.

Lucas’s breath caught.

“…Will?”

Will tried to answer. Tried to nod. Tried to smile. Anything.

His body swayed.

And then he fell forward.

“WILL?!” Lucas cried, voice cracking sharply as he lunged to catch him, the porch light trembling over both of them. “WILL!”