Ben withdrew his clawed hand with surgical precision, metal fragments glinting between his fingers like deadly confetti.
The effect on Iron Man was immediate and catastrophic. The armor's systems flickered and sparked, electrical discharges arcing across damaged circuits. Tony's helmet display dimmed to emergency power, and the suit's weight suddenly felt crushing as its powered support systems failed.
The Mark III crashed to the ground with a resounding clang, the bright blue glow of the arc reactor now marred by a spider web of cracks across its protective housing. What had once been seamless perfection now looked like it had been struck by a precision sledgehammer.
"Sir, reactor integrity compromised. Energy leak detected," Jarvis announced with his characteristic calm, though even the AI's voice carried an undertone of urgency.
Tony didn't need Jarvis to tell him how serious this was. The arc reactor wasn't just the armor's power source—it was literally keeping him alive. Embedded in his chest cavity, the device powered the electromagnet that prevented shrapnel fragments from reaching his heart. Those metal shards, legacy of his captivity in Afghanistan, were a constant death sentence held at bay only by technology.
Ben's attack had cracked the reactor's outer shell, striking at the very core of Tony's existence. While the damage wasn't catastrophic enough to cause immediate shutdown, the compromised housing would accelerate palladium poisoning at a dangerous rate.
Within seconds, Tony could feel the symptoms intensifying—nausea, dizziness, the metallic taste that signaled his body's slow destruction by the very device keeping him alive.
Jarvis immediately throttled the reactor's output to minimum sustainable levels, prioritizing life support over armor functionality in a desperate attempt to slow the poisoning process.
"Initiating call to Miss Potts—"
"Cancel that!" Tony cut off the connection with a sharp gesture, his voice tight with pain and determination.
He had no idea what this creature was or what it wanted, but he wouldn't risk dragging Pepper into a situation that was already spiraling beyond his control.
"Now then," Ben said, his voice carrying the satisfaction of a predator who'd successfully cornered his prey, "let's see how much time you have left, Tony Stark."
But even as he spoke, Ben was already shifting his attention from the fallen hero to the disabled armor. Killing Iron Man would serve no purpose—but studying his technology? That could prove invaluable.
Grey Matter should be able to reverse-engineer some interesting innovations from this, Ben mused, his mind already cataloging potential applications.
Most dimension-hoppers who found themselves in Marvel eventually resorted to theft to fund their activities. The unlucky ones targeted street-level criminals with empty wallets. Ben, apparently, was aiming considerably higher up the food chain.
But in his defense, Tony had started this confrontation with every intention of capturing and dissecting him. Appropriating some armor components seemed like reasonable compensation for the inconvenience.
Without further deliberation, Ben's hands became blurs of motion, moving so fast they seemed to multiply. In moments, he'd severed one of the armor's arms at the shoulder joint, the limb separating with the clean precision of a surgical amputation.
"What the hell are you doing?" Tony demanded, his voice cracking with a mixture of fear and outrage.
With the armor's power systems offline, his vision was severely limited—like trying to see through a narrow mail slot. He could feel the exposure as cool air hit his now-unprotected arm, making him acutely aware of how vulnerable he'd become.
He felt like a lobster waiting to be cracked open.
"Time is money, Tony," Ben replied conversationally, continuing his methodical dismantling. "You cost me several minutes I can't afford to lose. I'm simply collecting compensation for the inconvenience."
His claws worked with mechanical efficiency, separating components and systems with an engineer's understanding of how they fitted together. Within moments, he'd lifted away Tony's faceplate—
The smell hit him like a physical assault.
"Oh, God!" Ben recoiled involuntarily, his enhanced senses making the experience even more overwhelming. "You actually vomited inside your own helmet? That's disgusting!"
It was like opening what you thought was a can of soup only to discover someone had filled it with month-old fish sauce.
Ben stared at the helmet in his hands, torn between revulsion and the knowledge that this piece of technology was worth a fortune. It was like finding a vintage sports car filled with sewage—valuable, but requiring serious cleaning before anyone would want to touch it.
With a grimace of distaste, he shook the helmet vigorously, sending the contents splattering back across Tony's face and hair.
Tony sputtered and gagged, his complexion turning an interesting shade of green. "Did you really just—"
"You brought this on yourself," Ben interrupted, accelerating his disassembly work. "Remember, I warned you not to interfere. Now I'll have to sterilize this thing with industrial-grade detergent before I can even think about studying it."
"I have a better suggestion," Tony gasped between dry heaves. "Just leave it."
Ben paused long enough to deliver a casual punch that left Tony seeing stars, then resumed his work.
In less than thirty seconds, he'd completely stripped the Mark III down to its component parts. Now standing amid a pile of advanced technology that towered over his alien form, Ben prepared to make his exit.
"I'd suggest calling your girlfriend for pickup," he said cheerfully, as if offering helpful travel advice. "Otherwise you'll be walking back to Stark Tower in your underwear. I'm sure the paparazzi would love that photo opportunity."
With that parting shot, Ben gathered the disassembled armor and prepared to leave.
Remarkably, despite XLR8's incredible velocity and the dozens of loose components, not a single screw or circuit board was lost to wind resistance or inertia. It was as if the parts were held together by an invisible force field.
Wait, Ben realized with growing excitement. XLR8 does have limited force field capabilities for protecting passengers during high-speed rescues. But this level of control is beyond the normal parameters.
Then it hit him—the spider powers. The bio-electric field that allowed Spider-Man to cling to surfaces might be interacting with XLR8's natural abilities, creating an enhanced adhesive effect that let him manipulate objects with unprecedented precision.
Can I actually stack alien abilities with Spider powers? The implications were staggering.
Though he noticed that his spider-sense hadn't triggered during the fight with Tony, suggesting the power integration wasn't complete. Still, this was an exciting development worth investigating further.
Before departing, Ben conducted a rapid security sweep of the armor components. At XLR8's speed, he could test millions of password combinations in seconds and perform a complete diagnostic check in the time it took a human to blink.
Sure enough, he found a micro-transmitter embedded in the chest piece—typical Stark paranoia.
After destroying the tracking device, Ben concealed the armor in a secure location. Studying Stark's technology would have to wait until he could transform into Grey Matter and properly analyze the systems.
For now, he had more pressing concerns—like getting to school before anyone noticed his absence.
Ten seconds later, he materialized at the school grounds, having navigated a complex route that avoided every security camera and potential witness. A quick detour through the bathroom facilities, a flash of red light, and Ben Parker stood where XLR8 had been moments before.
The transformation completed just as the final bell rang. Ben sprinted toward his classroom, sliding through the door with seconds to spare.
"Perfect timing!" he panted, taking his seat with a satisfied grin.
"Hardly perfect, Mr. Parker," came the icy response from the front of the room.
Ben's homeroom teacher stood at the podium like a disapproving statue, his expression carved from pure academic disappointment. He raised one arm with theatrical precision, pointing at the clock on the wall.
"You are late."
Ben stared at the timepiece in disbelief. According to the clock, the bell had rung thirty seconds ago.
So why are speedsters always one step behind when it actually matters?