Hey guys! This drabble is brought to you by the USM discord. Me and a few others decided to try a weekly prompt challenge. Every week we get a new prompt, and on Saturday we collectively post our prompts at the same time under the same collection.

Here is the first one! Feel free to click into the collection tag and read the other drabbles/one-shots written for this weeks prompt! (if you're on AO3)

Prompt: "That's actually super cute."

"...shut up."

My drabble is set in season 3, just after KaZar and Zabu join the New Warriors.

The Ultimates and New Warriors are woken up by a scream.

The Tricarrier wasn't under attack, nor had any alarms gone off, but all of them jolted awake, shooting from their bunks and onto their feet, braced for their attacker in varying levels of grogginess.

"What happened? Who's dying?" Sam burst, eyes squinting from sleep while holding his helmet over his head. He always slept with it by his side, just in case of emergencies.

"Uh -," Dagger looked around the room, lowering her fists slowly when no enemy appeared. "Nothing. But I think it came from over there," she pointed to the bunk on the far end of the row.

Amadeus is sitting up in his top dunk, wielding a fork, but looks at the bunk underneath his that was, indeed, the origin of the scream. It also happened to be Spider-Man's bunk, and out of all the hero's awake and on their feet, he was missing.

Peering over the edge, he eyed the lump in the blankets with pursed lips. "Hey Spidey," he tossed his fork at the lump, "You in there."

The lump jostled, but the boy underneath did not surface. "I'm fine. It's all fine. Go back to sleep." He calls from inside.

Definitely suspicious.

Eyes narrowing, Amadeus rummaged for another utensil, finding a spoon, and tossed that at the lump as well, "That's not suspicious at all," he says, "What are you doing in there."

"Trying to sleep," is his grouchy answer, "Like all of you should be. We have that training thing majiggy tomorrow, super intense, gonna need all the sleep we can get. Good night."

By they had congregated around the bunk. Ava's hair is a mess around her shoulders, and her clothes rumpled. She eyes the lump groggily and leans in to give it a little jostle with her foot.

"Come on, Spider, we don't have all night. If you're gonna scream Bloody Mary, at least tell us why."

"Nightmare. It was a nightmare. Sorry for waking you, go back to sleep. Everything is fine. Haha - we're all good. Just dandy."

Ava quirks a single eyebrow and glances over at Luke and Danny, who both shrug. Peter's excuse is almost convincing, but they've shared a house with him before, they've all experienced waking up to the other's nightmares. Peter rarely woke up screaming, he was a mumble in his sleep and wake up in a cold sweat type - developed through years of making sure not to wake up his aunt, who slept down the hall.

"Uh-huh, then why are you hiding in your blanket?" Luke asks, folding his arms.

"I'm - I'm not hiding. I'm going to sleep. People use blankets for sleep, and that's what I'm doing. What are you doing?"

Looks like he was going to be difficult, but that's nothing new. Ava rolled her eyes and turned around to stalk to her bunk, "Sam, you wanna do your thing?"

"What thing would that be?" Sam asked, tucking his helmet under his arm and cocking his hip.

"I don't know, you're his boyfriend. Do a boyfriend thing."

Sam tapped his chin, and then crouched next to the cot, "Hey," he poked the lump, "You good?"

"I said a boyfriend thing."

"This is a boyfriend thing. I think. Shhh, let me work." He poked the lump again, "Do you wanna come out?"

The front of the lump shook and Sam deduced that that was the head. He shuffled towards it. "Why not?"

"KaZarrrr."

"The fact that you're saying another guy's name in bed is upsetting. What are you saying, Webs?"

"No, KaZar, I need to talk to him."

Quirking an eyebrow, KaZar shuffled forward. Zabu lumbered by his side, looking unhappy to be awake. "Uh…yes?" Sam beckoned him to come down, and he crouched next to the bed as well, and repeated, "I'm here."

"You said the poison was gone right?"

KaZar blinked, "Uh - poison?"

"The stuff Kraven shot me with. You said it was gone. I remember you saying it was gone. Those are words that came out of your mouth.."

"Oh, I see," KaZar said, and then his eyes widened, "Oh, I see."

"What?" Sam looked between the two, "You see what? He was shot? When? Why am I always the last one to know about these things?"

KaZar waved his hands, "No, don't worry, it's not fatal, and he was cured. He was shot by a dart tipped with poison from the Savage Lands. It brings out your inner beast, essentially. And with his set of powers, well…"

Flash, who was leaning against the bunk with his arms crossed, squinted, "So it, like, brought out his inner spider? He was a Spider-Man?" He gasped, eyes twinkling, "A Man-Spider."

"Yeah, basically," KaZar said, helpfully.

"No," Peter moaned, miserably.

The group all shared a look. And then they were clamoring around the bunk.

"Come on, show us."

"Do you have extra eyes?"

"Can you talk to spiders now?"

"Can you shoot webs out of your ass?"

Peter groaned, curling the blankets tighter around himself, "No. no. No. Ugh, just leave me here to die."

"Come on, just one peek?" Luke said, peering inside the bunk. "Then we'll leave you alone, promise."

"Why do you guys torment me this way? I promise you don't want to see my gross spider face. Leave."

"Friends that do not support each other, cannot be called friends at all," Danny said, pressing his hands together sagely, "Now show us the spider face, dude, so we may support you."

What follows is a lot of grumbling and griping as the lump moves. It hesitates for a moment, and then cautiously peeps the top of its head out of the blankets, and three sets of eyes squint back at them.

"Holy shit," Flash's jaw dropped. "That's kind of freaky."

Peter groaned nonsensically and collapsed back onto the bed. He doesn't cover himself back up, but he doesn't reveal more of himself either. "It is freaky. I can see so many things you guys. So many things."

"Huh, I sure hope this is reversible," KaZar hummed, thinking out loud, "if the megamiphadus didn't cleanse all the poison, you might be stuck like that permanently."

Peter stared at KaZar.

KaZar stared back.


"Come on Peter, come out," Sam was saying, knocking on the door to the closet Peter shut himself in. "It's not as bad as you think it is."

"I have a bug face," Peter wailed.

"I think you mean an arachnid face."

His answer is another long wailing noise of pain.

Sam knocked again, even though it wasn't getting him anywhere, but he wasn't sure what else to do, "Everyone is gone now, will you please come out of the closet?"

"I'm bi."

"Ha ha, not what I meant, and I already know that."

"I deserve to live in the shadows."

Sam rolled his eyes, hefting his helmet where it was still caught between his arm and his hip. "That's a bit dramatic. You know I can blast this door down, right? You know I can. And then Fury's gonna be mad and he's gonna want to talk to the both of us."

The silence that follows is empty, and for a minute Sam thinks his ultimatum won't work. And then the door clicks and slides open. Peter is still wrapped in his blanket and has it pulled over his head like a hoodie.

He doesn't step out, so Sam steps in and closes the door behind them. It's pitch black inside, and all he can hear is the slight breathing of Peter as he shuffles back into the small space and collapses in a corner.

Sam tries to follow, almost trips over something he can't see, and puts his helmet on. The nova force glows around him in soft blue light and he picks his way through the mess and sits next to Peter. The other boy is lounging in a pile of dirty laundry, but he doesn't seem to notice or care.

He pokes Peter's foot after a while and it disappears under the blanket.

"Come on, it can't be that bad," Sam said, leaning against the wall.

"Says you, with a completely normal face."

Sam's nose pinched, "Was that supposed to be a compliment? Or an insult? Whatever - point is, permanent or not, I'm still going to love your arachnid face, and you can't tell me not to because I'm not going to listen."

Silence.

A sigh, "If you really don't want to show me, or anyone else, that's fine. Take your time. But we're not going to judge you for it. Remember that time we got turned into goblins? You didn't make fun of us. Or, at least I don't think you did."

"I did."

"Oh…well we were goblins and we were attacking you, so it was probably warranted."

The top of Peter's head poked out again, "it's just…it's freaky, Sam. How can you say you'll still like my face if you haven't seen it."

"Then show me."

Those eyes crease upward, wide and vulnerable. He disappears behind the blanket, and Sam sighs, thinking that is that. Until Peter takes a deep breath and drops the blanket.

He has 8 extra eyes, all of them downcast and refusing to look at Sam. His arms and face are covered in hair, his fingers pointed with talon-like barbs, and protruding from the sides of his mouth are two thick, jagged mandibles. He rubs his arm self consciously.

"If you wanna run off screaming, I won't mind," Peter jokes half-heartedly. "Who knows, I may join you." Peeking past his lips, Sam can make out two small fangs.

He carefully cups Peter's cheek and turns it so they're face to face. Peter still won't look him in the eye, so Sam leans down to do it himself. The fur of Peter's face is brown and soft, a shade lighter than his hair, and his blackened eyes go wide, glinting in the soft blue light. Sams finger brushes against the mandible and Peter's breath catches. So Sam does it again.

"I - I know, they're disgusting."

"No," Sam said, slowly, pressing a kiss to Peter's forehead, "they're actually super cute."

Peters eyes squint, glossy with emotion, "S-shut up."

Thanks for reading! Please read through the other prompt posted today and give your support as well!

If you enjoyed this one-shot, also feel free to check out my other Ultimate Spider-Man fanfics!

Thanks for reading.