So, this will be a Spider-man and Underworld crossover. First of it's kind and I'd like to thank the unknown person who shall be called 'Guest' for suggesting such a thing.

Anyways the story will start a few years before the events of the first Underworld movie with Peter starting off as a Vampire by way of Amelia several centuries before the start of the story. Now how he will get his more spider based powers will be shown and hinted at in this chapter but it'll be some time before that happens. Peter in this will act as the guy that more or less designs a lot of the equipment and weapons used by the Death Dealers while also pushing for a more active role in the conflict by training to become a official Death Dealer himself. He has the training, he's just not recognized as one yet. If anything he's seen as Amelia's 'toy' by others, like Kraven for example.

This will be a harem of sorts with it being Peter x Selene x Amelia x Grushenka x Olga x Lena.

As for who Grushenka and Olga are because I know people are gonna ask, if you've seen Underworld Evolution, they are the two Vampire women that Tanis was having a threesome with before Selene killed them. The blonde and dark haired chick, I though meh what the hell their hot enough.

Disclaimer: I don't own any Marvel or Underworld characters seen, mentioned or used.


Standing before a massive floor to ceiling and wall to wall window with a perfect view of the nighttime New York City skyline was a woman. A beautiful and enchanting looking being that's been often compared to a Grecian Goddess. Her body, a completely perfect blend of warrior muscle and womanly curves that few could ever hope to match. Her beauty was even further empathized given that she was completely naked, the light off the rising moon and the lights of the city below reflecting off her pale skin.

Her name was Amelia, one of the three vampire Elders and the current ruler of the Covens while her fellow rulers Marcus and Viktor laid in hibernation across the Atlantic in the Eastern coven's stronghold, Ördögház.

The reason for Amelia's current lack of attire had to do with the male Vampire resting in her bed, also bare as the day he was born, not ten feet from her.

His name was Peter Parker, a mortal she personally turned in the early eighteenth century after she and several hundred followers first came to the New World that would eventually go on to become America. He was from a family of average wealth in the colony that Amelia established the New World Coven and over the next few years he had become the settlement's sort of science teacher for it's at the time small school.

A small smile graced Amelia's face as her mind traveled back to the few times she ventured into the Colony proper and interacted with the man when he was still mortal. He was always star struck by her appearance, as were his brothers and every other man in the settlement but she always found his attraction to her rather endearing and even sweet on a few occasions which may have led her to change him when he almost died of a Lycan attack a few years before she was to return to Ördögház and awaken Marcus.

He, a simple human that had up until the attack had never held a weapon or fought with anyone aside from his two brothers Ben and Kaine, had taken a sword dipped in Nightshade meant for her. After getting over the initial shock that he had seemingly given his life for her, Amelia made short work of the Lycan assassins before they could change with brutal efficiency. When the fighting was done she had discovered that he had survived the Lycan's attack and in gratitude for saving her life she changed him that very night.

'It is a shame that the Lycans got to one brother and killed the other and I was forced back into hibernation before I could help him properly come to terms with his new immortal life' Amelia thought as she came to sit beside Peter and ran a hand over his chest, marveling at the muscle under his skin, the way it stood solid even under her strength.

Peter made a sound as he shifted under the covers before settling again. Amelia smiled at the man as she leaned in and planted a small kiss on the spot where she bit him all those years ago.

She then stood up from the bed and silently made her way to a desk on the far end of the room that housed several documents, her laptop, and a few monitors that she used to speak with the Coven leaders scattered throughout the world. Hours passed as the moon continued to rise over the city and was just beginning to set when Peter had finally awoken from his sleep and groggily looked around for Amelia until he saw her sitting at her desk, deep in thought with several documents before her and one monitor already on with information about current Lycan sightings in South Africa.

Amelia was so engrossed in her work that she never heard Peter awaken and trek across the room until she felt his lips on her shoulder and his hands on her sides. Amelia closed her eyes and leaned back into his kiss before she turned her head and caught his lips with her own.

"Good evening…" Peter said as he pulled back and gave her a small grin.

"I was wondering if you would ever awaken again" Amelia said with a smile as she turned her attention back to several reports from one of the companies that the New World Coven owned, Alchemax Pharmaceuticals. Apparently it was starting to face a concerning loss in profits thanks to the emergence of another company, Oscorp Industries.

Peter chuckled at her comment as he glanced at one of the monitors that showed Lycan movements "Any luck in tracking down who's in charge of them now?"

Amelia frowned at this "No, we still don't even have an exact number of how many are still alive. Kraven believes we've hunted them to near extinction"

Peter nodded at that before he glanced at the elder and more powerful Vampire "And what do you think?"

"I think that Kraven, like his master Viktor is letting his arrogance blind him" Amelia said with an annoyed sigh, while she too believes that Lycans are a bunch of viscous animals that deserved to be put down, she's not blind or ignorant of their capabilities. They wouldn't have been able to last over six hundred years of war against them after the supposed death of their leader Lucian at the hands of Kraven himself.

'By the blood of the ancestors, how did that man accomplish something that Viktor himself couldn't?' Amelia thought, she's heard the story of how Kraven was the sole survivor of an attack on Lucian's stronghold by an army of Death Dealers and at some point in the bloody battle, Kraven killed the Lycan leader and as a show of proof, brought a patch of skin cut from the Lycan's very arm that held the brand of Viktor's mark. Placed on the Lycan leader before the war and when Lucian was still in Viktor's favor.

It was then she felt Peter's hands on her shoulders, kneading out the tension in her joints. She couldn't stop the moan that escaped her lips as Peter's hands found a particular hard knot in between her shoulders to unwind. The next several minutes were spent with Amelia panting and moaning shamelessly as Peter's hands wandered over her shoulders and even down to her breasts.

"Someone's excited" Peter chuckled as he could smell her arousal.

Amelia stood up suddenly and caught Peter's lips with her own, their tongues invading the other's mouth while her eager sex pressed against Peter's hardened member. The two stood there, their hands roaming the other's body and their tongues trying to overpower the others while they continued to rub and press their respective sexual organs against the others.

Amelia shivered at the feeling of pre-cum leaking from Peter's tip and on to her clit while Peter himself growled at the wetness of his mistress on his shaft. He then suddenly turned her so that her hands were resting on the table and her rear was flush against his groin. Peter took his cock and placed his tip against her pussy and lightly penetrated it before pulling back out. Amelia moaned as he repeated the process several more times and began to whimper as he entered her fully when suddenly a call came in from one of the terminals.

The two halted in their rut, Amelia with a dark scowl and Peter with disappointment as he pulled away. Amelia sighed as she looked around for something to cover herself with before she sat back down at the table and answered the call while Peter got dress out of sight.

The call as it turned out was from one of the Eastern Covens…

Amelia's eyes narrowed in interest at this as she answered the call and was greeted to the sight of her former lover and unknown to many, including Peter, the father of her secret son David.

"Hello Thomas" Amelia greeted the man with a soft look.

"Amelia" Thomas nodded towards the woman, a sort of small smile on his lips "I hope now isn't a bad time"

Amelia could just barely hear the snort from Peter as he slid on his boots before she answered with a shake of her head and she leaned in towards the monitor with a curious if worried expression "No, is there a problem?"

"In a manner of speaking" Thomas said with a frown on his face as he typed in a few things on a keyboard and sent Amelia a report from one of his own Death dealers that he feels she should have a look at "I'm told that the Lycans are looking for someone… someone that can help them win this war once and for all or at the very least place it heavily in their favor"

"Who?" Amelia asked as she read the report that showed Lycans were moving throughout eastern and western Europe and even into Asia minor, seemingly searching for something or someone. What it was, Thomas didn't put down which meant either he didn't know or he did and he didn't want to risk putting it down for another to see and possibly cause a panic, which did little to settle her own nerves.

"Amelia…" Thomas said with worry "…I believe that they are looking for William"

Amelia's breath hitched at the mentioning of the First and most powerful Lycan's name.

"W-William?" Amelia asked, thinking that she may have misheard "Are you certain"

"Yes" Thomas nodded grimly "A Lycan that we caught and interrogated specifically stated that they were hunting for the last of the Corvinus line. At first, I thought they meant Marcus but as you can see their movements don't even come close to Ördögház which means that they are looking for his brother, either that or Marcus had more siblings then we thought"

Thomas was one of the very few Vampires that was aware of both her and Viktor's origins as vampires' thanks in part to Marcus, the first true Vampire and the father of their entire race.

"We cannot allow them to accomplish this" Amelia said with some dread, Lucian as great of a threat he was to the Vampire nation when he was alive paled in comparison to William.

For over six hundred years before his capture William had plagued Europe and even parts of Asia with his uncontrollable rampage. Turning hundreds if not thousands into Werewolves, the primitive but arguably more dangerous predecessors to the modern day Lycans. William's threat was so great that when Marcus finally tracked him down, he had to awaken both Amelia and Viktor from their hibernation before confronting and finally capturing him. After that, Viktor had the monstrous brother of Marcus hidden away, even from her, for the rest of his immortal existence.

If the Lycans were able to somehow locate William's prison and free him… it could very well signal the end of the Vampires and maybe even humanity itself for nothing would be able to stop him, now with the backing of the Lycans and inevitably Werewolves.

Amelia was silent for a few minutes as was Peter who was still out of sight of Thomas while the current reigning Elder thought how to best approach this. She didn't want to risk word getting out and causing a panic, even to this day William was the stuff of nightmares to Vampires everywhere, hell even if Viktor would never admit it, he was more terrified of the powerful man turned monster than he ever was of Lucian. Even Marcus who would often go on and on about how William would never harm him was wary of his twin's violent and uncontrollable nature.

Finally, Amelia spoke "I'm sending someone I trust to aid you and a few others in tracking down these Lycans and killing them before they can somehow discover William's location. Under no circumstances can we allow him to be freed again"

"Will you be involving Viktor's people as well?" Thomas asked with a frown, his dislike of the man almost rivaled that of Marcus's. Amelia never quite figured out why and never questioned it, it just meant one more ally for her for if… when, Viktor's lust for power out grew his tolerance to both her and Marcus.

'The man was willing to end Sonja's life because she fell in love with Lucian. I don't approve and I myself wouldn't have hesitated to end her and the creature in her womb but I don't think I could ever do such a thing had she been my child…' Amelia thought before she cleared her throat "No, for now you and I will deal with this and if things grow out of our control, then I will seek aid from Ördögház"

"Assuming this matter isn't brushed off as 'animals growing desperate' as Kraven would say" Thomas scoffed.

At this, Amelia smiled darkly, her eyes glowing "Oh trust me Thomas… Kraven knows that between me and Viktor, I'm the one he doesn't want to anger"

"As well he shouldn't" Thomas said as he and Amelia shared a fond smile with the other before he attention was dragged away from her to something off screen. The Vampire scowled in annoyance before glancing back at the screen "I apologize my lady, but there's something I need to see to"

"Of course, and give my regards to the rest of your Coven and… your son" Amelia said with a small nod before she ended the call after Thomas gave her a nod as well and wished her reaming years ruling to be pleasant.

Silence rang through the room with the only sounds being Peter's occasianol shuffling as he stated at his lover.

"Well… that was awkward… for me at least" Peter said after some time.

Amelia gave Peter a regretful look "I'm sorry…"

"It's fine, he was your first and possibly only real love and I'm just the rebound guy until you wise up and decide your better off with him" Peter waved off her apology.

"You know that's not true Peter…" Amelia said as she stared at her Progeny with an earnest expression "Your one of my closest friends hard as that is to believe, the one man I can rely on to lead this Coven in my absence… my greatest warrior… my beloved…"

"Yet after all that, you don't trust me… not like you apparently trust Thomas" Peter said with a pointed look on his face before he slid on a mask that had a pair of glowing white goggles attached to them "I mean you don't say it but just the way you talk about each other, defend the other from ridicule and vanished for the better part of several years with him for company. It kinda shows he's more than just some lover you fancied for a time"

"It's complicated" Amelia said with a sigh as she rubbed her brow.

"Isn't it always" Peter asked sarcastically before he sighed "So when do I leave? Your sending me after them, aren't you?"

"What makes you say that?" Amelia asked but didn't correct him.

Peter shrugged at her question "Well you said someone you trust and given that Thomas is the one you told that to, I guess I'm it unless there's another guy your counting on to save the day that I'm not aware of"

Amelia frowned at the man's words before she decided to drop it "Yes… I expect you there within the next few days. Once you arrive Thomas will fill you in more and after that… do what you can"

"I always do" Peter said as he reached down on a small table that held his black Kevlar bi-weave trench coat and slid it on turned to leave before he felt Amelia's hand on his arm.

He paused and looked back at her just as she cupped his masked face "When you're done and you return… there are things I swish to speak with you about. You've been by my side for several hundred years and have never given me a reason doubt where your loyalties lie"

"Well you did save my life and grant me immortality at the same time. Kinda hard to find a reason not to have your back after all these years" Peter said with a snort.

"Be that as it may, you've earned my trust, it's about time I give it. All of it" Amelia stated as she leaned up on her toes and planted a small kiss on Peter's cheek "Don't take an unnecessary risks my beloved…"

At this Peter chuckled "No promises. After all, it's these kinds of risks that saw to me here"

Amelia chuckled at Peter's response as she watched him leave her quarters. She then let out a sigh as she ran a hand through her hair before she silently made her way towards the bed and collapsed on to it. She buried her face in the sheets and inhaled the man's scent mixed with hers as the window to her room began to polarize as the sun rose.

Peter idly hummed to himself as he stood in the elevator and waited for it to reach the floor that his lab was located on. He had to pick up a few things and put another several on hold while he's away.

'And make sure no one can get in' Peter thought with annoyed sigh.

Apparently 'keep out' signs and 'authorized personnel only' labels didn't mean much to half the Vampires in this Coven and Peter on a number of occasions has had to chase others baring a very selected few out of there. Sometimes at gun point.

Finally, the elevator came to a stop and opened up to reveal a dark grey hallway. Peter quietly made his way down it until he came before a large metal door and watched as a small blue light erupted from the top and scanned his form before a 'beep' was heard and the door opened to reveal a state of the art laboratory fitted with a wide arrange of advance machines and other technological marvels that Peter has invented over the years.

Peter approached the far end of the lab where a number of monitors and vials were held along with a small atrium that housed something that Peter has been working on for the better part of thirty years.

Inside was a larger than average Wolf spider.

Peter leaned in and examined the genetically altered creature with a small grin "How you doing, buddy?"

The spider, which had since taken over a web made by the atrium's previous occupant, didn't respond as it causally traversed it's home without a care in the world. Peter snorted at it as he checked the locks and other security measures he had installed on the tank.

The reason for such precautions against a simple looking spider was because Peter had created it with a highly modified strand of the Lycan virus that caused humans to become, well Lycans in the first place. Now the main difference was that the strand Peter used was from one of the original Werewolves created from William's rampage over a thousand years ago meaning it was more potent than the modern day Lycans and was the closest thing that Peter has found to the pure strain that William himself had within him.

And as the years went by Peter has slowly modified and altered the virus, bit by bit replacing the wolf like DNA within it and replaced it with that of an actual Wolf Spider's DNA. Part of the reason for creating such a thing was to keep his mind occupied, the down side of immortality was that it tended to get rather boring fairly quick unless one found something to entertain them for long periods of time and in his case, it was science. The rest was to test a theory that it was something within William himself that caused the supposed wolf that bit him to change into the very first Lycan or if it was in fact something within the Wolf that caused William to change.

'Guess I'll find out when I get around to testing this guy out since I can't just stroll down the hall to where the other Lycans are kept for study and check out William or the supposed wolf that bit him' Peter thought as he tapped on the glass and watched the spider stop moving for a second before it resumed it's pacing around it's enclosure.

Peter rechecked the automatic feeding mechanisms and that the food and water holders were full before leaving it to lockdown his terminals, secure whatever research he had out else risk one of the other half ass researchers and scientists around here getting their hands on his work and claiming it as their own. After a few minutes and grabbing a few modified clips for his Beretta 93R that contained silver bullets.

It was during this time that Peter saw a small case in his weapons locker that caused him to pause. It was a special project he's been working on for a while now, something to help Vampires in their fight against Lycans. Peter holstered his weapon before he reached in for the case and brought it out and opened the lid to reveal a pair of odd gauntlet like devices that could be worn on one's arm with the main mechanism located under the wrist and triggered by placing the weight of his fingers on them.

Peter created them to act as a way for a Vampire to still use a gun in a hand to hand fight, similar to an arm blade. It sounds silly, having a small gun that can only shoot seven bullets, strapped to your arm but this thing has saved Peter's life on more than one occasion. He's been thinking about publicly demonstrating it to others and petition to Amelia to have it mass produced for the rest of the Death Dealers but always found himself hesitating.

'Maybe I just like standing apart from the rest… maybe I'm just selfish' Peter thought as he rolled up his sleeves and attached the devices to his arms before placing the now empty case back in the locker before finishing up securing his lab and making his way to the door 'Heh, maybe I'm both'


And done.

Next chapter, Peter arrives at Thomas's Coven and is updated on the situation in regards to the Lycans' movements…