I do not own spider-man or any hero created by marvel or DC.

Chapter 1: Fallen Heroes

"Peter!" I watched as time seemed to slow down. Gwen was falling down the clock tower. I jumped for her and shot out my web to get her. I watched as it soared for her. In the end it was too late as the web grabbed her to far down and it caused her neck to snap on the concrete below.

I woke up from the memory of Gwen. It's been two years since that time and I have Mary Jane now but I still love Gwen and wish she were here. I got up and went to my bathroom. I had to splash water in my face. This dream was more vivid than they usually are. It was as if I was in that moment again.

I looked over at my T.V. that I left on. There was a story on that showed some of the Avengers. I turned it up.

" . . .This is live of the fight where a group of dark assailants called the Fallen are attempting to kill the President. The Avengers are fighting them but for each one that falls a new one takes its place. They will not be able to keep this up!"

They were all fighting hard against these things. What are they? "The leader of these things is high in the sky fighting Iron Man now. We will continue to monitor these events!" The camera showed Iron man fighting the leader of the Fallen.

"Foolish prideful children, there was one among you who could have jeopardized my great plan but in your recklessness you mistook him for the true threat!"

"Who are you? Why are you doing this?"

"I was your beginning and now I will be your end."

"Kill everyone on earth? A little cliché don't you think?" There was a flash as the leader was gone and the next thing that was seen was Iron Man falling to the ground. The camera zoomed in and there was a hole in his chest. The leader of the fallen appeared next to him.

"Silly child, I will end all heroes. I created you to bring hope, peace and life but you only bring destruction and despair."Black Widow and Hawkeye raced to Iron Man. The Hulk and Captain America ran at the Fallen Leader.

Captain America threw his shield and Hulk jumped at the Fallen Leader, He lightly chuckled and he was gone in an instant. The next thing to be seen was the Hulks head being cut off. Captain America fell to his knees in shock.

"There has only been one so far who could fight me but he too fell to my power." Hawkeye aimed his bow and fired. "Fool." He disappeared and the arrow soared off into the distance. Black Widow anticipated where Fallen would show up and went to fight him.

"Clever girl." Black Widow connected her fist to The Fallen One's face. He fell to the ground. She put her foot on his throat. Hawkeye came over and pointed his bow at him. "Dodge this." The Fallen One disappeared. Hawkeye and Black Widow looked around but before they could react lighting was surging through their body. "You have fought gallantly enough but in the end like the other heroes you die now." The two fell to the ground lifeless.

"Why? Why is this happening?! How do you have these abilities?" The Fallen one lifted his hand and made a piece of metal float next to him. He shot it through Captain America. He was stuck on the metal in the air against a wall.

"In your final moments hear me. I have gained the abilities of all I kill. I have killed the Fantastic Four, your friends here, most of the Justice league. Flash stepped in to save Batman and Superman. He was able to get around my main gift I use in fights. The fight took long enough that I couldn't kill the Bat and Superman. I have killed many enemies to you heroes as well, I needed to collect things for my fallen. As for why, I have given my reasons and I will not explain further." The Fallen one removed Captain America's head.

He turned to the camera almost like he was looking at me. "I have only three left and I have saved the one I want most for last. See you soon . . . Spider-Man."

"What is going? Who is that?" What does he want with me?" There was a knock on my bed room door. I opened it and it was MJ. "Peter did you see what happened on the news?"

"Yea, who is that? I've heard of all the great villains but never him."

"Peter, he has attacked all over. He has killed almost every hero. The X – Men, the fantastic four, the Justice League, all dead. Only you, Batman and Superman are still alive."

"I guess I have to face him." MJ shook her head franticly. "You'll die! No one has been able to get close to beating him."

"I'm sure Superman or Batman could beat him. I probably won't have to beat him."

I began to change into my Spider-Man suit while MJ expressed her concern for me. I had no choice but to do what was right. I gave MJ a hug and jumped out my window. I shot my web and went off into the city.

I swung around looking for any signs if there was any trouble such as the Fallen but I could see nothing. I knew someone had to know about this guy. I decided to find Connors. He might know something and despite once wanting to kill me I think he will be agreeable.

Kurt Connors was held in a ward for study but he escaped and has been in the sewers since. I went down into the subterranean world to find the man who may have answers.

I walked through the sewers and eventually found Connors and his lab. The man turned to me. "Spider-Man. To what do I owe the pleasure?"

"I'm sure you have seen the news and this guy called the Fallen One." Dr. Connors scoffed. "I am familiar with him. His influence has been affecting a lot in our world. I don't know who he is or where he is from but he has a grudge against heroes. He is strong and I fear what he will do if he kills Superman and absorbs his strength."

"How do I fight him? He is so fast."

"I don't think he is moving fast. I think he is moving at a normal pace. I think he is stopping time and influencing what is going on around him."

"How do I beat that?" Connors tapped his chin. "Can't say, he claimed Flash was the closest to beating him. His speed allowed him to get around the influence of time the Fallen One has."

"If he beat the Avengers, he will beat me."

"Maybe but just maybe you have the ability to win. You beat Venom, Carnage, Goblin . . . all who seemed like they would beat you but you found the way. So Spider-Man, do you have the will to face this foe?"

"How?"

"He calls himself the Fallen One. Find out why, because I don't think he was always the Fallen One. He knows you somehow. He has a grudge against you." Do I know the Fallen one?