Sophie listened intently. When he finished she sat for a moment thinking. Once again something didn't feel quite right, she frowned and stood up quickly, "We definitely need to talk about this more, but uh this isn't exactly the most secure location. Sam?"

Sam looked at Peter. "A little help?" Peter set to tearing the webs away. "Sorry, I was just freaking out a bit there." When Sam could stand again, he absently pulled bits of web off his arms as he spoke. "We'll go to my house, figure out where your dad is, figure out what that means," he motioned to Peter, "and maybe we can find out who bombed the Tower. Also I'm getting in touch with Steve, see if this happened to anybody else." He grabbed Peter around the arms. "Hang on, kid. We're going flying."

Sophie nodded quickly as Sam took off and hurried to follow him. They had made it a couple of miles from the school when her suit suddenly turned off. Sophie's eyes got wide and she frantically started pushing buttons to turn it on again. "Guys?" She felt herself falling at an alarming speed. "Guys!!!"

"Sophie! Sam, stop, we have to catch her!" Peter shot a web at her, catching her only a story or two off the ground. Sam growled, trying to stay in the air, but the added weight was just too much. He tried to slow their fall as best he could. When Sophie hit the ground, he went a little faster, landing himself and Spider-Man on their feet. Peter ran over to her and ripped the face plate off. "What happened? Are you okay?" His green eyes showed nothing but worry. Sam walked over. "What happened?"

Sophie breathed a sigh of relief and stopped flailing when she felt something catch her. A few minutes later she was lying on the ground. Someone was shouting and the next thing she knew, the darkness inside her suit was transformed into blinding light and Peter's blurry face was hovering over her. Sophie reached up and hugged him. "I..I think I'm ok, I mean is the dizziness and headache and feeling like I'm going puke, normal?", she coughed and smiled a little. Sitting up, Sophie continued, "My suit it just..just turned off and I couldn't turn back on. And that's what's weird, Dad wouldn't give me a broken suit."

Peter hugged her back. "Oh good, I was afraid it wouldn't work." He remembered the last time he tried to catch someone with webs when they were falling. Sam interrupted with a cough. "We're going to have to walk back to my place. It's a couple of miles away. So I suggest we move it."

Sophie nodded and reached for Peter's hand to help her up. Sensing his mood she gave him a sympathetic glance. "Uhhh Sam are you expecting us to fly again cause...um well, for one thing this suit isn't turning on" She was pushing buttons with a frustrated look on her face. "Sooo, you got any other modes of transportation?"

Spider-Man's green eyes lit up. "Sam, you can fly and I can websling with Sophie! It won't be as fast as flying but it's not as soon as walking." He looked at Sophie. "How good are you at hanging on?" Sam looked a bit suspicious. Since when did Spider-Man get so all-fired excited about webslinging? "And if you don't get seasick easily," Sam added. "I've seen him and it looks kinda rough."

Sophie smiled. "Oh, I'll be fine. Let's do it!" Walking over to Peter she said," Do you know where Sam lives? If not I can give you directions."

Peter pulled his mask over his face. "I can follow him, if he takes a way where I can swing between buildings." He put one arm around Sophie. "When I jump, wrap your legs around mine. It'll give you a better grip." He shot a strand of web at a building. "Lead the way, Falcon!" Sam leapt up, the falcon wings unfurling and he turned on the radar map. He really should get to know this part of the neighborhood better. Several streets and a bunch of turns later, Sam landed. "My house is just behind that one," he pointed at the two-story in front of them.