Author's Note;

Hello, my name is the Clownwithachainsaw. When I first started this, I had one thing in mind: The Marvel vs. D.C. crossover event. My Justice Champions story is almost parallel to the D.C. universe, so I would one day have to have a Marvel vs. D.C. thing. I needed an alternate version of Marvel.

But it soon became much more.

It is a tale of friendship in the darkest of times. A tale of corruption and retribution. Fear and love.

It is a tale of the greatest superhero team-up since Superman and Batman.

It is a tale of Wolverine and Spider-man.

I do not own any of the Marvel characters that the characters in my fanfic are based on. I do however, own Han Osborn, the offspring of Gwen Stacy and Harry Osborn.

I always appreciate feedback, so please review.


New York. The biggest and most twisted city in the world.

Chicago is fine, Detroit's okay. Las Vegas takes up a whole state, and Hollywood's got some game. Madripoor's even got a few good times in it. But if you ever want to find that most wretched hive of scum and villainy, you go to New York. Not that you'd want to find it.

A teenager walked through the rainy night, as lightning flashed casting wicked shadows on the wall. Or, they would be wicked to anybody but him.

The teen wore a simple white T and a pair of old jeans and an oversized black leather jacket. The whole ensemble could've been something out of old greaser movies, if he hadn't completed the look with an eye-patch and a length of chains draped over his shoulders. His hair was long and black, untamed and wild looking. His one eye was golden brown and clear as a plane of glass. And his nose twitched, as if he was constantly smelling something unpleasant.

He stopped in the middles of the alley, and kicked a can at a rat. The rodent squealed and disappeared. Have to be careful. He thought. Never know who's following you these days.

He looked up and his eye pierced the darkness. A trio of mutants was surrounding an old man. Probably on his way home from slaving in a cubicle. He smelt like coffee and cigarettes.

On closer inspection, he saw the mutants all had X-patches. They weren't mutants. They were mutates. Artificial X-genes. The leader was Latino, had an extra pair of arms, and glowing red eyes. Looked tough, but based on the febreeze he smelt, the kid was probably just some pansy looking to make a name for himself. The piece of white-bread next to him wasn't wearing a shirt. Probably so he could show off all his tattoos. He shaved off all of his hair, even his eyebrows. Honestly! And then there was the girl. Dressed like she shopped at Goths R us, and had enough piercings to attract lightning even in the underbelly of New York.

So, all in all just a bunch of punks who think they're hard because they look scary enough to frighten a cubey and they have X-patches.

James Howlett Jr. extended his boney claws and went to work.


Kurt Darkholme sighed as he looked out over the city. It was so beautiful at night, especially in the rain.

His wife, Wanda walked into the room, wearing a long scarlet gown. "Kurt darling, we're going to be late."

He nodded. "I'm sorry my love. You know how I detest these horrendous shoes." Kurt's mutation gave him the appearance of a demon. He could live with the glowing eyes, the blue skin, the tail and the horns. But his three fingers were clumsy when it came to anything save sword fighting, and the custom made shoes his father-in-law insisted that he wear in public were almost unbearably uncomfortable.

Wanda stroked his inky hair, lingering on his horns. "I know Kurt darling. But please, try to behave tonight." She smiled and leaned in closer. "If you do, I might play pirates with you afterwards." She kissed him.

Kurt held her close, and then broke the kiss. "You know Wanda; I could always teleport us there. We wouldn't be late if we stayed here for just a few more…"

She laughed but resisted his charms. "No Kurt. We need to make a group entrance. For dad's sake."

Kurt sighed. He relished every chance he had to be alone with his wife. Especially when she used her reality altering powers… He began the long process of putting on his shoes.


Kurt teleported himself and Wanda outside to the limousine. Toad opened the door for them. Wanda shuddered as she passed, but Kurt gave him a friendly nod. It wasn't his fault he was so hideous. He used to be somebody, the world champion kick boxer. Now, thanks to his speckled flesh, and oversized black eyes, he was serving as the Lehnsherr's bodyguard and driver.

Erik Lehnsherr gave the two of them a stern look as they entered. Then he tapped his cane against the driver's window and the limousine started moving. Kurt was sat next to his mother who was at her most radiant, having shifted into her human form with short, jet black hair and a matching strapless evening gown. Kurt noticed she was wearing diamond earrings that definitely was not a part of her. He wondered idly who her new boyfriend was this week.

He noticed in surprise that his brother-in-law Pietro had brought his girlfriend Elisabeth Braddock along. He must be getting serious with her. It wouldn't be a surprise. His father was accepting with any suitor so long as they were mutants, and Elisabeth was both titled, and a supermodel.

Lorna was still alone. Kurt pitied her. She took after their father; cold, calculating, ruthless.

They rode through the maze of streets above New York City in silence for the most part. Broken mostly by Kurt's mother, or Elisabeth. Kurt found it difficult to focus. He had always found it unnerving being in the presence of his father-in-law. He was well known among some circles for his sadistic methods of running his business.

After marrying Wanda, Kurt had found that he'd liked being a member of the Lehnsherr family. There were rules concerning honor, respect, family, and many other honorable morals involved. It was like he'd always imagined it would be like being a pirate.

But Erik Lehnsherr was a sociopath. Kurt was sure of it.

In time, they arrived at their destination. The Hellfire club. Erik got out first, his cane tapping on the sidewalk. It was all for show. Erik was older than he looked, but magnetic fields had various healing properties, and he was as fit as the middle-aged man who will always bike early in the morning. When Kurt had asked why he used a cane, he just leaned in and whispered; "Your greatest weapon, is the one your enemy knows nothing about."

Kurt shuddered at the thought, as he walked up the stairs arm-in-arm with Wanda and his mother.

The Hellfire club was made of the wealthiest white-collar criminals in New York. There were four main families, the Fisks, the Osborns, the Lehnsherrs, and the Robbins family. They are themed after chess pieces, the heads of the four families being Kings, their closest confidents Queens, rooks, bishops and knights, and everybody else, pawns. As the Lehnsherrs entered the ballroom where everybody socialized, Toad hopped against the wall to join the other Pawns in keeping an eye on their charges, and making certain no backstabbing occured.

"Kurt!" a voice called out, and he winced. It was Parker Robbins, the Red King. The Reds were focused on magical gang activity, including smuggling, magical black markets, magical mercenary sales, and extra-dimensional extortion. They'd been trying to get Kurt on their side for some time now, seeing his demonic appearance and abilities as a potential asset, as well as wanting the magical powers of his wife.

Kurt veered off to the side, but was blocked by the gigantic figure of the Red Rook, Tombstone. A zombie that had somehow gained independent thought, and killed its owner.

Kurt winced. He had to control himself to keep from teleporting. Using powers in the club was a sure way to have a hundred pawns shoot you, stab you, fire laser beams at you, or worse. He'd just have to bear it.

Robbins walked up, extending his hand and smiling. Kurt withheld his hand.

"Hello Kurt. It's sure been a while hmm? I'm glad to see that you're well. And your wife Wanda! I love your dress."

"Thank you Robbins." Kurt answered coldly, stepping in front of Wanda. "Life has been good to us. I'm sorry to have to cut this conversation short, but unless you have something new to say, I have nothing to say to you."

"Ouch." Robbins answered sadly, clutching where his heart should be (Kurt wasn't convinced he had one). "You cut me to the quick Kurt. Surely, you must see how powerful you could be, if we were to examine your powers more closely. How much of an asset…"

Kurt held up his hand. "Please, call me Mr. Darkholm." He said. "And please, leave me and my wife alone."

He and Wanda walked away. "Wow." She said. "Impressive show, Mr. Darkholm. You're so handsome when you stand up for your principles."

He smiled at her. "Well, if I'm going to come to this party, I at least have to have the opportunity to insult that madman. Come on, let's get something to drink."

She smiled, and then shook her head. "I want to go talk to Gwen." She said, pointing at the Osborn family. Harry Osborn was handing a martini to his wife. Kurt personally couldn't understand the Osborns. But, he supposed that was their whole mystique. Norman was insane, as was his son, and his son's son. Gwen was one of the nicest people on the planet, yet she chose to marry into a family of certified phsycopaths.

Kurt shook his head. "You go ahead." He said. He started walking away, but Wanda grabbed his tail and pulled him back into a kiss.

"You're sure?" She asked.

He nodded. "I'm not the kind of person who gets along well with lunatics." Truth, Gwen wasn't really much of one. But the rest of her family was, including the baby.

He went over to the bar, and asked Sebastian for a drink. "Rough night?" A voice asked. "And it's only just getting started too."

Kurt smiled at the sound, and turned to meet Murdock. The Fisk family was the most sensible gang in New York. Their head, the White King Wilson Fisk, was a large bald man. He owned several businesses and was able to make money off of them and use them as fronts for his illegal enterprises. And he had a lot of illegal enterprises. What really got Kurt, was that he was the only King in this club, who wasn't absolutely insane, and didn't twist the moral code to fit his activities.

Matt Murdock was a lawyer. Wilson Fisk once got into some big trouble, and the courts insisted he used a state lawyer so that none of his own corrupt lawyers could pull him out of it. Not only was Matt able to pull Fisk out of the fire, he made it look so good that Fisk was able to run for mayor the same year. Murdock was soon elevated to the White Bishop of the Hellfire club, and was nicknamed daredevil for his absolute inability to feel the emotion of fear. He'd met Kurt a couple of years ago, on his first trip to the Hellfire club. They discovered they both had the same opinions on pirates, and he introduced Kurt to Felicia and Remy LeBeau, the heads of the thieve's guild. The two were fast friends now.

"Hello Daredevil. How're things with Electra?"

"Great. I finally proposed to her, and I want you to be my best man."

Kurt was stunned. "You're getting married?"

"Yeah." Matt showed off his ring. "Crazy isn't it? At high school I was voted most likely to die alone."

"Oh dude. When's this happening?"

"Another week or so. We aren't going to waste any time."

Fast. Kurt thought. "Well then, we're going to need a good bachelor party yes?" He grinned broadly, showing off his fangs.

Kurt's night of tedium was abruptly ended as he began his plotting his mischeivous machinations. Preferably about pirates.


Wilson walked into the King's room. All the other kings were already there.

He sat at the head of the table and began. "Gentlemen. Before we begin with this month's progress reports, I'd like to bring up an order of business that has long since been neglected." He paused and looked around the room. All eyes were on him.

"As you all know, a number of vigilantes have been plaguing this town for a good while. People like Hawkeye, and Moon Knight. These vigilantes have pestered each of us in turn, foiling our operatives as they go about their work." There was a collected murmuring around the table. "But now, I have received confirmation from our sources inside the police, that the vigilantes have gathered into a group and are plotting our downfall as we speak."

This time there was no muttering. Everybody knew about this from their own sources.

The Kingpin looked them in the eyes. "With the X-men and S.H.E.I.L.D. already after us, these added foes threaten to overwhelm us."

"To overwhelm you perhaps Fisk." The Red King said. "But I believe the rest of us are handling things well enough."

"Oh really Schmidt?" Lehnsherr asked imperiously. "So, you've caught the young man who managed to blow up three of your warehouses instantaneously and mock your hitman at the same time."

Schmidt growled. "He was a werewolf. We'll have silver bullets ready next time. How many times have the Morlocks raided your businesses and got away?"

Lehnsherr sniffed. "Mere annoyances. They aren't working in conjunction with any law-keeping force. They live in the sewers like rats, and will be hunted down as such soon enough."

Osborn, the Black King, laughed. "Right. Right. Because you can afford to be ransacked at the rate your X-patch sales are going?"

Lehnsherr glared at him. "They're going better than you'd think."

"Gentlemen, gentlemen." Fisk quickly brought back order. "The whole purpose of the Hellfire club is for us to work together for a stronger rule. Not to squabble amongst ourselves as our enemies close in around us."

"So, what do you suggest Fisk?" Osborn asked.

He smiled. "What do I suggest? I suggest, we find out where they live and torture their families. We send hit-squads and assassins. We send bombs and we send lawyers. We send them a message, that we will not be beat. We will not give up. We will stay right where we are, and anybody who tries to stop that will be punished. We are united in crime!"


Lieutenant Xavier took a long drag from his cigar. It was going to be a long night.

Xavier was in charge of the X-men. A unit of the police force specifically focused on putting a stop to the X-patch trade and combat mutant/mutates criminal activity. It was a dangerous job, and almost all of his force consisted of either mutants or metas. They wore specially designed uniforms, police blue with a golden X for a badge.

Currently, he was in central intelligence with the team tech Forge. He was the only real human on the team, a Native American and a member of Mensa, who turned down a job for the Cabal to work here.

Currently he was trying to patch together their communications. "I am so sorry lieutenant." He said. "I understand how important this is, but there is a lot of damage here." He started tugging more spare parts out of his toolbox.

Xavier tried to be patient. "Sure." He said. "Just remember, next time don't hack into S.H.E.I.L.D. with police equipment." Xavier walked away quickly before he decided to hurt him. He really needed the communications up, now.

He walked into his team's work area. "Summers!" he called.

"Yes Lieutenant!" The reply came from two directions.

"Summers senior!" He called again. This time the right summers came out from behind his desk and walked up to him.

"Summers. Cerebro is down, so I want you and the team out on the streets looking for random cases of mutant or mutate activity. We just had a hot tip from central park on V&G, but it was cut off halfway through. Coordinate your efforts with Phoenix."

"Yes sir." He went to gather the team.

Xavier shook his head. Scott Summers was the best there was at what he did. He was a natural leader, graduated from police academy the top of his class, with honors in marksmanship and strategy. He was one of the weakest of the team physically. His only power was the energy beams he shot from his eyes, and those were solar powered so he had to be in a part of New York that had the sun shining to use them. But Xavier took him in anyways. He'd seen inside Summer's brain. He knew how he thought. He never did anything he didn't want to do, he always thought four steps ahead of his opponent, and he analyzed people according to their strengths and weaknesses, prepared to take them down at a moment's notice, or work with them to get a job done.

Xavier stared after the guy, and scratched his leg. It always itched with the leg brace Forge made him wear ever since his back was broken. He went over to see how Forge was doing.


Officer Scott Summers gathered his team. "Alright everybody. We just got a hot tip from Central park. V&G. Comm. is down, so we'll be coordinating through Phoenix. Let's go."

They all divided into their partners and started to move out. Summer's partner was Officer Drake. The kid was a trigger-happy little Leeroy Jenkins, so Scott decided to make him his partner, to balance out. The kid had ice powers. Pretty strong ice powers too, but he was still only mastering the basics. He was a rookie. The second-newest member of the team, next to Scott's brother Havoc, and Phoenix.

Phoenix was an extra-dimensional force of nature. On a journey into space to take down a mutant criminal who was holding Uatu the Watcher hostage, Lieutenant Xavier managed to tap into it to save them. This warranted further investigation for Phoenix, so she made herself a human body and checked the team out. Scott fell in love with her, and she with him, so she stayed in human form and joined the team.

"Scott?" She asked.

"Yes Phoenix?"

"What is a… V and G?"

"That's police code for Vigilante and Gang violence. Somebody's trying to save the world."

"Then… should we not be helping them?"

"That's where we're going. We just have to arrest them after we help him."

"Strange."

"Well, they're breaking the law too by not being an officer of the law when they decide to pick fights."

"Would it not be more helpful to help them and then let them go so they may help us in the future?"

Scott jumped into the car and started the engine. "Maybe. But this isn't the future, this is the present. And we've got a job to do."


The tree had been knocked down. It was lying in the fountain. Peter was under it.

Peter heard the crunching of a gravel footpath. He looked up, squinting. He saw a pair of feet. He looked up higher, and then looked down again.

Amateur! He scolded himself. Peter Parker you are an amateur!

The Rhino knelt down next to him. "Maybe nobody told you." He said with a thick Russian accent. "But being a vigilante is tough work. Most of them die. It is not the life for a skinny little twerp like you." He kicked Peter in the stomach. "I would tell you to remember that for next time, but somehow, I do not think there will be one, da?

The Rhino picked Peter up by the head, and flung him through the trees. "So long, Spider-man." He said. He turned to leave.

A gentle thwhip behind him made him turn around. Spider-man flew back and kicked the Rhino in the jaw.

The Rhino staggered slightly, and then grinned. "I actually felt that one." He picked up the fallen tree trunk and threw it.

Peter ducked and weighed his options.

Going toe-to-toe? Bad. Better to outsmart him.

Peter somersaulted onto the Rhino's back and clung there for dear life.

The Rhino yelled and shook. He tried to pound him, but he couldn't reach. Then he walked toward the fountain, turned around, and fell in backwards.

Peter grunted as he felt the impact between the bottom of the pool and the rhino's hard back. He squirmed and wriggled, and managed to get himself free. He quickly flipped himself on top of the rhino, and grabbed him by the throat, holding him under water.

The Rhino smiled, and held up a hand above water. As Peter watched, the hand became a fist, and the fist became a finger. Rhino flicked Spider-man off of him like an annoying piece of lint from a rich man's suit.

Peter slammed into a tree. He could tell most of his ribs were broken. He was bruised all over. His costume was torn and his left leg, broken. He got up, and started walking back to the fountain.

"That all you got?"

Rhino looked annoyed. "Just will not die, will you?" He growled. "You are out of your weight class bug. You most obviously have a death wish, and I would be only too happy to grant it if you would just lie down and die."

"Arachnid." Peter managed to cough out through the blood. He didn't like being called bug.

Suddenly, the sound of sirens filled the park. Rhino looked around, and then glared at Spider-man one last time. "The plan was, to leave you out here to die as a message to the other vigilantes. But you just wouldn't die. Ah well." He turned to leave. "You will at least be arrested, which is also good." He disappeared into the forest.

Peter groaned, and activated the beacon on his belt. He almost fell asleep, when a police car swerved toward the tree. A giant man of metal stepped out of the side and held his firearm at Peter. "Put your hands where I can see them," He yelled with a Russian accent. "You are under arrest!"

"Big strong-guy with a Russian accent." Peter muttered as he held out his hands. "Where were you a few seconds ago?" He activated his web-shooters and jammed the officer's gun, running into the park.

The officer's partner held out her own side-arm until he was out of sight. Officers Colossus and Cherry Bomb had a visual on the suspect. He thought. Headed north through central park. They started off in pursuit.

Peter hid behind a tree, and saw the X-man flying above him. She had a lightning bolt in her hand, and was looking around like she was going to throw it.

Peter pushed the button on his belt again. "C'mon." He muttered.

"There!" Called out a blonde X-man. He launched himself at Peter like a cannonball.

At that instant, he sank into the shadows of the tree and disappeared.


Peter woke up in the cot.

He groaned. The others would be ribbing him about it for years to come. He just got beat up – no, curb stomped – by one of the worst hitmen in the underworld.

The door opened, and Moon Knight walked in.

"Ah, hey moon guy." Peter waved half-heartedly.

"Night nurse has never seen anybody so badly wounded."

Peter shrugged, and then winced. "I've had worse."

"Peter, you've just had most of your ribs broken by the Rhino. That's almost like saying stilt-man or leap-frog beat you up."

"Moon guy..." Peter started.

"No Peter, listen. You know one of my powers is the Profile. You know I can read people. That's the only reason you're on this team Peter. Because I sensed your good heart, and your unyielding determination. That's why you were accepted into the Marvel Knights. Even though you have no powers."

Peter hung his head. There was the shameful truth. The big milestone. He had no powers.

"Don't feel bad about it. For the past two years you've been putting thugs, muggers, and rapists in jail. You've even got them scared of you. They're running around in the streets hoping the mysterious Spider-man won't catch them, and that's the mark of somebody who's doing his job well. But this was your first encounter with a real super-villain, and frankly, everybody on this team has defeated Rhino at least once. Even Ronin, and she desn't have all the gadgets you do. Now, I know that even when you leave, you'll still try to fight crime. You can't help it. But I can no longer condone putting you at risk in this team. We all voted. You know, Punisher's been trying to have you expelled since you arrived. You're off."

Peter's eyes began to get wet.

"Cloak will show you out." The Moon Knight left, closing the door behind him.

Peter held back his tears. He wouldn't cry. He'd prove himself. He got up, wincing at the pain in his chest. He slowly picked up his costume, and headed out the window.