DISCLAIMER: I do not own Marvel or The Amazing Spider-Man. I do not own any of these characters.

*This story begins about 17 years after the first story, (so about 7 years after the second story).


Seas of crimson flames danced around the buildings of Miami. It was mesmerizing to stare at; the fire rapidly spreading, devouring everything as if it were alive and had a mind of its own. It may have been beautiful if it had been silent, but nothing would ever be able to cover up the screams.

The city had once been home to over 450,000 people, but within the past two days most of the residents were now presumed dead. The raging fires killed so many, leaving charred blackened corpses behind. Crumbling buildings and smoke killed others. People screamed for somebody to save them and there was nothing that he could do about it.

Peter Parker paced the room rapidly, while the room's other occupant sat at a table with his head folded into his arms, his leg nervously bouncing up and down.

"They should have been here twenty minutes ago!" Peter finally growled in frustration as he stopped in his tracks.

The other lifted his head from the table revealing blood-shot eyes. He looked around the room and finally focused on Peter.

"They'll be here," he said trying to put on a convincing smile, but it faded far too soon.

"What if she found them, Harry?" Peter asked nervously as he began pacing again.

Harry closed his eyes and shook his head, placing it back into his arms.

"They'll be here," he repeated.

It was only two days ago that Scarlet had declared an outright war against Peter Parker and his family. Within those two days the city of Miami had been destroyed. As far as Peter was concerned it was all his fault. He and Quicksilver had attempted once again to stop Scarlet, and once again nothing had gone as planned, the night had ended with Quicksilver's death. Several weeks before that incident, Scarlet had succeeded in murdering two of Peter's allies; Colossus and Scott Summers AKA Cyclops.

"I need to go out there and surrender myself, Harry. People are dying every second that I don't," Peter started to advance towards the door.

Harry shot out of his seat and was in front of the door before Peter even knew what happened. "You're not leaving this room. Not yet."

"People are being killed because I won't reveal myself!" Peter yelled, half-crazed.

"We can fix it! We can fix all of this!" Harry yelled back.

It was the first time in a while that Peter saw any true emotion in his friend. Harry often seemed to have all but given up by this point. The light in his eyes had all but gone out, but he still managed to keep it together. Peter suspected the only reason Harry kept even a sliver of hope left was to ensure their makeshift "family" survived.

"I can fix this by meeting her out there," Peter said in a soft voice.

Harry put a comforting hand on his friend's shoulder, and lowered his voice, "What do you think will happen after you let her know where you are?"

"I'll die," Peter said seriously, "but she'll stop."

"She won't stop until we are all dead," Harry explained to his friend. "I know you're in a tough spot right now, she singled you out, but this is not on you. When she's finished with you, she'll kill the rest of us. There aren't many left..." Harry trailed off.

Peter clenched his mouth shut, grinding his teeth. So many people were dead. It had taken several years after the explosion at Stryker's Island to even figure out that something was wrong. Both mutants and super humans had begun disappearing under mysterious circumstances and their corpses been found later. It was not until about seven months ago that ordinary humans had started dying as well under the same mysterious circumstances.

Not only had Scarlet succeeded in killing nearly every mutant and super human there was, but she had begun killing any human that she detected had a gene that could produce mutant offspring. Hundreds of thousands of people had been slaughtered, and there was no way to stop her. With every mutant or superhuman she killed Scarlett grew more powerful.

Peter and several others had tried to stop Scarlet once they figured out who was behind it. Scarlet had murdered every single one of them excluding Peter at the time, saying "You're special, I'll save you for later," with a wink.

He shook his head, trying to get rid of the horrific memory to no avail.

"What if she got to them already?" Peter suggested pessimistically to his friend. "If I hurry and surrender myself, she'll let them go."

"They'll be here," Harry took his hand off of Peter's shoulder, and guided him to the table where he had previously sat.

"How do you know?" Peter practically whispered as he sat down with a blank expression on his face.

"Trust me," Harry said. "This will be worth it in the end. If they are able to get that machine, we can fix everything that she's done. That we've done."

"Let's just hope that it actually exists."

"It does. You'll see," Harry said, and then he looked towards the ceiling as a loud clanking sound revealed that the other doors to their hide-out had been opened.

"It's not her," Harry said confidently to Peter as he saw his worried expression. "It's them."

The sound of several pairs of footsteps running above them made Peter jump out of his chair.

"We got it," the door to their room quickly opened and a shaggy haired blonde twelve-year-old entered the room.

"You're safe," Harry breathed in relief and hugged his son. "Are the others-"

"Yup!" Normie smiled, "We're all good."

Peter visibly relaxed and sat up from the table, greeting Normie as well.

"Hey kid, you had me worried," Peter hugged him as well. "what took you guys so long?"

Normie's face suddenly looked worried, but then he plastered the smile back on quickly. "Sorry, nothing, we got it though."

Peter was about to question him but the doors opened up again and three new people entered the room.

"Andrew! Violet!" Peter ran to his children and wrapped his arms around them.

Harry pulled Felicia close to him and gave her a quick peck on the forehead.

"Violet's arm got burned," Andrew pointed out to Peter, and Violet glared at him. "What? It did, you know he was going to ask us if anything happened."

"My arm is the least of our worries right now," Violet pointed out.

"She's right!" one last person entered their room. She had sleek brown hair and carried two small cubes in each hand.

"You're-" Harry began.

"Kitty Pryde." she winked at him. Felicia rolled her eyes.

"You have the device with you," Peter couldn't believe his eyes. This was literally their last option in saving the world. Making everything right again.

"Yeah," Kitty said as she set both of them on the table. "It wasn't easy, either."

"Tell me what to do," Peter quickly walked up next to her, looking at the two small cubes on the table.

"This is the main device," Kitty held up the small black cube. "These numbers here are where you put in the year you want to travel back to."

"Year?" Andrew said from behind Peter. "That's as specific as that thing gets?"

"It's all we have, Andrew," Violet said as she walked up next to him. Kitty nodded to her and began again.

"Once you are transported back to a certain time, that's it. You cannot go back any further before resetting yourself. Which means if you went back, let's say 20 years too far, you will have to wait 20 years until you need to complete your task, then you can press this button and it will transport you back to present time," Kitty explained.

"So whatever year we decide to send me to, I can't jump time anymore unless I decide to come back to this present moment?" Peter questioned.

Kitty nodded her head. "The moment that you press the button to come back to present time, everything that you changed in the past will now affect the present. Try not to affect anything that doesn't need to be affected, specifically anything that doesn't have to do with our current problem. When you come back to the present, only you will have any memories of this current timeline. Also-"

Several screams erupted from right outside the building.

"Oh no..." Normie said off to the side.

"What?" Peter looked towards him. "What happened?"

Andrew and Violet looked at each other briefly.

"What!?" Peter repeated.

"She found out," Violet said in a soft voice. "When we were out and went to the meeting point to get Kitty back here, she found us."

The sound of a small explosion rattled the walls.

"She's here." Normie said frightenedly as he looked up at the ceiling.

"Harry! Secure this door with me!" Felicia called to him.

The both of them ran around the room, putting furniture up against the door. It wouldn't hold her off though. This was all for nothing, maybe a few seconds of time if that. Peter knew he needed to figure out the rest of the device, and fast.

"What's the white cube do?" Peter yelled at Kitty, who was staring at the door with fear in her eyes.

"The white cube- it- it-" she stammered.

The door to their room was suddenly torn from the hinges and flung across the room, taking Felicia with it.

"Felicia!" Harry yelled as the door slammed her into the wall with such force that her body had nearly been split into two.

Peter looked away from Felicia's body and back towards the door to see Scarlet standing outside a cold expression on her face. Harry quickly conjured up a fireball and flung it towards Scarlet. Scarlet's skin transformed into steel in the blink of an eye before the fireball struck her; the fireball exploded against her steel skin with no effect. Scarlet gave a brief smirk as her skin turned back to normal.

In one quick movement, nearly as quick as Normie, Scarlet was in front of Harry. She quickly grabbed him and lifted him up by his neck.

"You and I could have done all of this together, you know," Scarlet said to Harry. "You didn't have to die. Not yet, at least."

"Drop dead, bitch." Harry spat at her.

"Harry!" Peter jumped away from the table and towards Scarlet in an attempt to save his friend.

"Wait! No!" The twins both yelled at him.

Peter didn't hear any of them yelling for him. The one thing on his mind at the moment was saving his friend. Maybe if he offered to surrender, she would spare him. Maybe she would spare the others since they were her children.

"Let him go!" Peter yelled at Scarlet.

She marginally moved her head towards the sound of his voice.

"I said, let him go!" he repeated.

The twins both jumped as a pair of hands pulled them towards the table.

"The white cube is a backup. If something goes wrong we can bring you guys back to this time. Or, we can also get send to the exact time of where the black cube was sent," Kitty rushed to explain. "Time will move differently while you are gone. If you are gone for a day, it will only be like as if a second passed here."

"Why are you telling us this?" Violet questioned.

They all heard a crackling noise and they turned to see that Harry's entire body had turned into ice. Scarlett dropped him to the ground and he shattered into a million tiny fragments.

A second later a bright red light suddenly erupted in front of the twins and all that was in Kitty's place was a pile of ashes.

Andrew turned towards Peter and Scarlet; their parents. Scarlet was going to kill Peter any second now. Kitty told them what the white cube did for a reason, but now she wasn't even there to help them if things went bad.

"Put your hand on the cube, Vi." Andrew whispered to his sister.

"Wha-what?" Violet looked at him.

"Do it, now!" he raised his voice. Violet listened and her hand went on the cube. Andrew turned one last time to see his father being tossed across the room. His hand went on the dial of the cube and he quickly turned it, knowing that Scarlet was about to blast them with the power she had stolen from Cyclops.

The dial stopped turning and both teens vanished into thin air.

The white cube read, "2012".