A/N: Hey there, True believers! My name is DevilHunter201Sparda, and allow me to present to you my latest project 'Next Avengers: Into the Spider's Web. Now I'm also focusing on my other stories, yeah, but I'm not letting that stop me from making other comic gold for you guys. Anyways, this stories takes place with Peter Parker, AKA Spider-man, traveling to the future to help the new Avengers fight back against someone that's even more evil than Ultron ever was. And that person is, drumroll please… Thanos! In this story, he's coming to take over earth, but this is the start, he's also trying to rule the universe by also ruling other planets. And now, it's up to Spider-man and the children of the original Avengers to stop Thanos, and save the galaxy forever.

By the way, in this story, Peter Parker AKA Spider-man is gonna be voiced by Yuri Lowenthal, he's an awesome Spider-man! I mean, the guy voiced Ben Tennyson, for cryin' out loud! I'm even gonna be using Avengers Tower, from 'Age of Ultron'. But anyways, let's get this show on the road, shall we?

Disclaimer: I own nothing, all character rights go to Marvel Comics, Stan Lee (R.I.P), Steve Ditko, and Jack Kirby.


Prologue

(Date: October 22nd, 2019. Earth: 616. Location: Avengers Tower. New York City. Time: 5:30 pm)

"Right this way, Peter." Tony Stark said while covering Peter's eyes. Peter Parker was a handsome, Intelligent young man standing at 5'10, with messy brown hair that went to the bottom of his neck (Think Dante's hair in Devil May Cry 5, before it got longer.), brown eyes, and fair skin. He's wearing a thin navy blue hoodie, with a T-shirt that was military green, faded blue jeans, and black and white sneakers. But ya see, this is his outfit as Peter Parker, when he's Spider-man, he wears a red and blue skin tight suit that shows his muscles, with a web pattern on the red, a small black spider on his chest, a big red spider on his back, two white lenses of his full mask that, strange enough, move around. He's back at Avengers Tower because there was apparently some big surprise waiting for him there, one that couldn't wait.

"What is it, Tony?" Peter asked. "We've been walking for 10 minutes straight. What is this 'Big Surprise that you wanted to show me?" He asked again, having enough of this.

"Get ready." Tony told him, as they entered the penthouse of the tower. Then Tony let go of Peter's eyes, and he couldn't believe what he saw. There was Red and Blue streamers, ribbons, and Balloons all over the place. There was even a huge banner on the wall that said 'Happy Birthday, Peter!'

"What is all this?" Peter asked in a surprised tone. Then, without warning, The whole team, who was hiding behind a bunch of furniture, just jumped up and shouted out "Surprise!" "Happy Birthday!". See, today is Peter Parker's 17th birthday, but Aunt May can't be there, because… She's gone up to Valhalla, that's what Thor promised. So she couldn't be here, or Harry and MJ. Norman's decided Harry should stay in Europe permanently, so he can get a real education, say ole' Stormin' Norman. And MJ moved to California, a month before Aunt May's passing. They figured that a long distance relationship wouldn't work, so they broke up, they still kept in touch, though. The Avengers knew what happened to May, so they chose for him to live in Avengers Tower, not so they can keep an eye on him… So that he knows he still has a family. And today's his Birthday, he's turning 17, and they decided to give him the best Birthday party ever. Tony Stark, Steve Rogers, Natasha Romanov, Clint Barton, Bruce Banner, Hank Pym, Janet Van Dyne, Carol Danvers, Ororo Munroe, even T'Challa was there, Vision too. This is definitely gonna be his best Birthday ever. "Happy Birthday, Peter." Vision said.

"You surprised?" Tony asked. Peter nodded with a happy smile on his face, actually excited they did this for him. "I knew you'd be."

"Okay, but… why would you do this for me?" Peter asked. Then Steve walked up and said "Because we know this is your first birthday without you Aunt, so we decided to give you this party as a special present, because you're the best out of all of us Peter, we owe you this."

"You will always be a part of us, Young Spider." T'Challa said. "Through thick and Thin." Carol added with a smile. "For better or for worse." Clint butted in with a smirk. "Even in the darkest of times." Hank said. "And the brightest of days." Janet added. "No matter what." Bruce said.

That made Peter smile a lot, Steve and Tony have been like father figures ever since he moved into Avengers Tower. "Oh! And there's someone me and Nat want you to meet." He said, remembering who else is with them.

See, Steve and Natasha had gotten married last year, and it was some pretty smooth sailin'. Natasha walked up to Peter, with a baby in her arms. "Peter, this our little soldier, James." She told him. Peter smiled at James, as the little baby started giggling at the mere sight of him.

"I think he likes you, Pete." Steve said, happy that James already has a new friend. "You think so?" Peter asked. "I know so." Steve replied.

"James isn't the only infant here, though." T'Challa spoke up. Then Ororo walked up with another baby. "Peter, his is our little prince, Azari." She introduced. Azari looked at Peter with open arms. Peter looked at Ororo, wondering if he could hold him. "Oh! Go ahead." She said, trusting him with her son. Then Peter picked up Azari, and if the giggling was any indication, Azari really liked being held by him, even though Peter used to be bad at babysitting.

"Oh yeah, and I'd like ya to meet my boy, Francis. Ask his mother why she named him that, because I have no idea." Clint said, after introducing his two year old child, who was walking.

"Duly noted." Peter replied in his trademark joking tone, understanding the mystery that is Francis Barton's birth. Ya see, part of being Spider-man is making witty zingers.


(Insert 'Poker Face' by Lady Gaga)

3 hours later, the party was getting even more pumped up, even though Laura, Clint's wife and Francis' mom, came to pick him up, but not without wishing Peter a Happy Birthday, because it was her turn to look after Francis. But Peter did get to play with the babies, by flying a toy airplane through the sky, and using an action figure of him while taking down an action figure of the goblin. And let me tell ya, the kids just loved it, and he just loved having fun with them. They had pizza, cake, and now, it was time for gifts, even though Peter a little too old for gift time, there's nothing wrong with a little tradition.

"Here ya go, Pete." Clint said, giving Peter a huge one. Peter quickly unwrapped it, and gasped at what he saw. A new Ps4 pro! Unbelievable.

"You actually got this for me?" Peter asked, excited at the fact that he can actually play video games again. "Yep, but if you think this is a surprise, wait till ya see how much it actually cost." Clint replied, a little annoyed at how much it cost.

"My turn." T'Challa said. Then he gave Peter a holocard, with his ID on it.

"What is it?" Peter wondered. Then T'Challa smiled and said "A citizenship card." that made Peter's eyes go wide like dinner plate. "You mean?" He asked, hoping this meant what he thought it meant. "Yes. Peter Parker, I welcome you to Wakanda as one her proud citizens, with open arms." He replied. "Happy Birthday Peter." Ororo said, walking up to him with Azari in her arms. "We pitched in to get you that ID card. So, if I was you, I'd… Start visiting Wakanda more often, Shuri really likes it when you visit." T'Challa told Peter, Who's smile could easily match the Goblin's. Ya see, Peter has been to Wakanda only 3 times, and T'Challa's sister, Shuri, loved it when he came over. They're science buddies, when he's over, they work on a bunch of cool new stuff that could either benefit the world, or Wakanda's defenses.

"Me next." Tony said, walking in with a big metal case in his hands. Then he placed on the table, and Peter, eager to see what Tony got him, asked "Oooooh, What'd ya get me, sensei?"

"Something I made." Tony replied. Then he said "I made you-" Then he opened the suitcase, and showed a new version of Peter's Spidey outfit. It looked a lot like his current one, but with s better design, the spider's on the front and back of the suit had longer legs on the bottom, and the web shooters were attached to the bottom of the wrists, and the blue parts, a line of red going down the pant leg on each leg, golden lenses, the blue parts looked like they were designed to grant him more flexible movement (His Amazing Spider-man suit, but his web shooters from the sequel, I love those web shooters). "A new suit!" He yelled, finishing his sentence.

(End song 'Poker Face')

The shocked look on Peter's face was unbelievably priceless. "Oh.. Oh my god… This.. This is-" Peter tried to say, but failed. "This is the coolest thing I've ever seen!" He exclaimed, excited that he actually has something cooler to wear. "I mean, look! Look at the eyes! This is the greatest day of my life." He said again.

"Okay, okay. We all know you're excited, but try to stay calm, 'kay kiddo?" Tony said, understanding how excited Peter was about his new suit. Then Tony smiled and said "Happy Birthday kiddo." and all of a sudden, Peter just jumped up and hugged Tony tightly.

"okay, boundaries? But your welcome, Pete." He said as he returned the hug. Honestly, they looked like father and son.

Then, they all heard a loud rumble, which sounded like thunder, and it was. "What the hell is that?" Carol asked. They looked out the window to see huge bolts of lightning, coming from the sky, and you know what that means.

A tall figure with huge muscles and long blonde hair, a big hammer, a red cape, and a winged helmet landed on the helipad outside the Tower. It was Thor! He's back from Asgard, but why?

Everyone ran outside, hoping to get some answers. If Thor's back from Asgard, then it means some serious Mojo is goin' down.

"Thor? What are you doing back here? I thought you had a kingdom to rule." Peter asked, wondering what all the fuss is about. Then Thor looked at Peter with a huge smile, and said "I'm here for you Peter. Happy Birthday, my friend." Everyone was surprised by this action. Thor came back to earth because it's Peter's birthday?

"I saw your aunt in Valhalla. She asked me to come, because she cannot be here." Thor said in a saddened tone. Then Peter looked down at the floor, sad that his Aunt is still gone.

"How is she?" Peter asked, hoping she was alright.

"She's doing wonderful, but she misses you." Thor revealed to the young wallcrawler. Peter put on a small smile, looked up to the sky, and thought 'We'll be together again soon, Aunt May. I promise.'

Then, Thor put on a smile and said "Fret not, man of spiders. For I even met your Uncle Ben. He truly is a wonderful man." That made Peter smile a lot more, knowing that his uncle is in an amazing place.

"And I have someone I would love for you to meet." Thor said, as he picked up a basket and showed Peter what was inside. It was a beautiful 2 year old baby girl with Blonde hair and blue eyes.

"This is my little princess, Torunn." He introduced. "Thor, she's beautiful." Peter said, after taking a good look at Torunn. That made Thor smile and say "Thank you, and I believe Tony would say 'I made her myself' but I'm not actually going to that, you know why?" "Why?" Peter asked. "Because I'm not as childish as Tony." Thor replied, Then Peter smiled and replied, saying "Ain't that the truth?" they had a good laugh at that one. And it also made Tony more annoyed than Clint was when he paid for that Playstation.

"Okay, so… How've you been, Thor?" Steve asked. Then Thor looked at Steve and "Very well, and how about you, Steve?" "Oh, not so bad. Me and Nat are married now." Steve replied.

That made Thor do a double take. Steve and Natasha are married? What happened while he was gone?

"Yeah, they even have a kid, he's inside. You wanna come in?" Tony offered, hoping to catch with his old friend. Thor politely declined, saying "Thank you, but I'm afraid I cannot stay. I'm also here on business." That made everyone wonder, what does he mean by that? Well, let's find out.

"Tony, i need you to watch over Torunn for me, I believe she will be safer here than in Asgard. And that she will be better hero here than up there, I fear she will become what I once was before I came to Midgard." Thor said, telling him that she will be better off here on earth than Asgard.

The Avengers understood this, they all knew what Thor was like before he came to Earth. He was selfish, arrogant, cocky, and unworthy. But now, he's completely changed since then. He acts all fatherly, he's caring and kind, a much different man than who he used to be.

"Those times have changed Thor." Peter said with a comforting smile. "Sometimes, life can turn up in the most unexpected ways. We all have our Monsters and Demons. But keeping them at bay makes us strong. No matter how many shadows they hide behind, we will never let them come out. But we can never do it alone." he said wisely, which made everyone look at Peter with shocked looks. Since when did Peter get so wise?

Thor put on a smile, and said to everyone "Spider-man's words ring true, my friends. It not unnatural for our Demons to try and take over our very souls, like with Tony," He joked, and made everyone laugh at Tony's unamused face. "But we must always be ready the fight of our lives. Because the only enemy more dangerous than any foe we faced, is ourselves." he finished. Everyone couldn't help but agree with him.

"Now, I'm afraid that I must go, y'know, ruling the kingdom and all." He said, and stopped for a minute, put his serious face on, and told Tony "take care of my daughter, Tony. Please."

"You have my word." Tony replied with equal seriousness, which made everyone surprised by that tone. Tony Stark serious about something? They never thought they'd see the day. If this was Christmas, then it would be a miracle.

"Thank you. I bid you all farewell, but first," He paused and looked at Peter, then he said "I have a gift for you, Peter." then, tapped Peter on the forehead, and a bright light filled the area.


When Peter woke up, he was standing on a cloud, in front of his old house. Then the door opened, and out came someone he never thought he would see again.

"Uncle Ben?" Peter asked on the verge of tears. Ben smiled and said "It's me kiddo, long time no see."

"Uncle Ben!" Peter yelled as he ran to his uncle, and gave him the hug of his life. "Haha, you haven't hugged me like this since you were 9. I take your happy to see me?" He asked.

"Happy to see-, Uncle Ben words can't describe it! You're here, you're okay!" Peter said out of sheer happiness.

"I'm fine Peter, and words cannot describe how proud I am of you." Ben said, proud that his nephew is a hero. "All I was trying to do was make you proud." Peter said, remembering the day Ben died.

"My time came Peter, but that's okay. What's Important is that your a true hero, to me, and to the world." Ben told Peter with a hand on his shoulder. That made Peter smile a lot more.

"I think it's best to listen to your Uncle, sweetheart." the sound of that voice was a shock straight to the bone. He turned around to see who its was, and he was even happier than before.

"Aunt May?" Peter asked, starting to cry. "It's me, Peter." Ben smiled at this, and let Peter go and hug his Aunt.

"Wait, are we in-?" Peter was going to ask. "Valhalla, yep." Ben answered. "Thor's a good man Peter, he spoke about you a lot." He continued. Peter wiped the tears away and said "That sounds like him."

"This is actually something Thor whipped up so we can see you again, it will only last for 5 minutes though, so you might wanna choose what to do in that time wisely." May explained.

"That's all the time I need." Peter said, happy to be with his Aunt May and Uncle Ben.

"I'm sure it is, Bug boy." A lovely voice said from behind. Peter knew that voice anywhere.

"Gwen?" Peter asked as he turned around, hoping it was who he thought it was. And it is, It's his first girlfriend, Gwen Stacy.

"Hey, Pete." She said, happy to see him once more.

"Gwen!" Peter had a smile the size of the grand canyon. He just ran towards her and gave her a huge hug, he never thought he would be this happy before, ever.

"I missed you so much" Peter said, crying into her shoulder. "I'm sorry. " He said suddenly.

"I'm so sorry, Gwen." He said again.

"Peter, you've gotta stop beating yourself up over what happened." Gwen told him. "Whatever happens, happens. We can't change that. But I'm with dad now, so it's not that bad." She explained.

"Of course it's not." Said George Stacy, as he walked up from behind. "I'm proud of you Peter." He said, proud that Peter had done a great job watching over the city.

"But your daughters here, because of me." Peter said, sad and confused. "And I broke your promise."

"It's okay Peter." George comforted. "I do admit, I am a little peeved about it, but I'm also very happy. I can finally be with my daughter again, and be a better father." He explained, happy to be with Gwen once more.

"Peter, your time here is almost up." May said, sad that Peter has to go.

"But remember, we love you, no matter what happens." Gwen told him while holding his hand.

"And always remember Peter." Ben said, "With great power, comes great responsibility."

"Always." Peter said with a smile, then another bright light filled the area, and with the snap of the fingers, he was back home.


When Peter opened his eyes, he looked up at Thor and said "Thor, thank you, so much."

Thor gave a great big smile, and said back "It is of no trouble at all, Man of Spiders."

"I bid you all, farewell. Happy Birthday, Peter." And just like that, the Bifrost opened up, and Thor was gone.

Tony picked up Torunn's basket, and said "So… What now?" Then, an alarm in the Tower went off, which was the alarm they set up if a major bad guy was coming to 'go to town' so to say.

"You had to ask? Didn't you?" Clint asked sarcastically. Then everyone ran inside.

"Jocasta, what's going on?" Tony asked, worry in his voice, hoping it wasn't who he thought it was.

"I'm afraid it's nothing good sir, it's Ultron, he's on his way here, to New York." And that confirmed his fears.

"Alright, people! Suit up, we have maybe a few minutes before Ultron gets here." Steve said, "Can I come?" Peter asked. He looked at Peter, and said "I'm honestly not sure if you can handle Ultron."

"Cap, I had to take on the sinister six alone, and I still came out on top." Peter said. "I'm not entirely sure I can handle Ultron, but I'm willing to try. Besides, it's not like he'll be expecting a visit from your Friendly Neighborhood Spider-man." He explained with a joke.

"Okay, and since it's Ultron, we're going to need all the help we can get." Steve admitted. "Alright then, suit up. But I'd recommend the new one." Tony said, after putting his helmet on.

"Gotcha." Peter said, then he walked over to the suit, looked at it and said "Looks like the party's gonna get even better."

Ultron had finally arrived in New York, making everyone scream and run away in fear."I will have this world, even if I have to take from the avengers cold, dead hands."

"Then that's just the way it has to be Ultron." Said a familiar, heroic voice from behind. Ultron looked behind him to see the Avengers, all decked up, and ready for war. Captain America, Iron man, Black Widow, Ant-man, The Wasp, The Incredible Hulk, Hawkeye, Captain Marvel, Black Panther, Storm, and Vision.

"Earth's mightiest heroes. At last." Ultron said, determined to finally end them, one and for all.

"Don't' bother explaining why your here, Ultron, we know why. And let me be the first to tell you, you won't take this world, we will defeat you, or die trying." Cap said, ready to end this.

"Don't be so sure, Captain." Ultron replied. "This planet will be mine, even if I have to go through you to get it."

"If you want the world, you'll have to get through us." Iron man said, determined to finish what he started.

"Oh I will, and everyone shall see, they all belong to me." Ultron said.

"Ya ain't seen nothin' yet, Tin man." said a joking voice from above, as Ultron was then kicked in the face, and sent tumbling down to the floor. "And, ya ain't gonna." The voice finished.

When Ultron looked up to see what hit him, he saw a man dressed in red and blue with a black Spider on his chest, but he immediately knew who this pest was.

"Spider-man." Ultron said with annoyance in his voice, then he got up and said "Do your jokes and peskiness know no bounds?" He asked.

"Nope, because I left my bounds at home. Sense of danger and common sense are keeping him company." Spider-man joked, proving his point.

"Then you shall be the first to die." Ultron said, ready to get rid of this nuisance.

And the fight is on! Spider-man started off with webbing Ultron in the face, then swiping down and giving a sweep kick to Ultron's legs, then Hulk came in and punched Ultron straight in the face, sending him flying across the street. Ultron got back up, and ran towards Hulk, and they grabbed hands, and began a battle of strength to see which one was stronger. Then captain America came in, and smashed Ultron in the head with it. Iron man fired a Unibeam at Ultron chest, Ultron tried to fight back, but Iron man put some more juice in it for good measure, and then, Ultron fell down like Humpty Dumpty.

"Surrender Ultron." Black Panther warned. "It's over."

"There is nowhere left to run." Storm added. "You'll never win against us."

"And if you do, we'll always get back up. No matter what happens." Spider-man said, his lenses narrowing, showing that they won't back down in the presence of evil.

"Not a chance, little bug. Not when I'm this close." Ultron said, while getting up. "I see you've all made upgrades… But so have I." Ultron said, Then charged up a powerful EMP pulse. Iron man saw this and shouted out "Move, now!" but it was too late. The blast was complete, and boom went the city block.

The force of the pulse forced everyone on their backs, they did not see that coming, and now, Ultron had the upper hand.

Then, Ultron walked up to Spider-man, who easily recuperated, just like Hulk did. Then he and Hulk began to fight Ultron in round 2. Hulk proved to be stronger, and Spider-man proved to be faster.

"Sorry Tin man, I'm just too fast." Spider-man mocked.

"We'll see." Ultron said, having enough of these games.

As Hulk came in with a balled up fist. Ultron caught it and Punched Hulk straight in the face, knocking him down good.

Then Ultron walked back up to Spider-man, and said "I did say you would die first, little spider."

"I won't die so easily. You think you can have it all, like it always belonged to you, Ultron. Well newsflash, you can't just have it all. This is our world, and we'll fight to protect it, even if it means we die defending our home." Spider-man said boldly while narrowing his eyes, not backing down.

"Be careful what you wish for, Spider-man." Ultron warned, obviously referring to the last part of Spider-man's speech.

"Nice suit by the way." Ultron complimented. Then he said "It will make a fine trophy when you die."

"We'll see." Spider-man said. Then they both entered their battle stances, took a deep breathe, and charged for the fight.

And it was incredible. Punch after punch, kick after kick. They each traded blows to the head, feet, pretty much everywhere on their body's.

But then, Ultron emerged victorious. Then he tossed Spider-man's semi-unconscious body to the ground, stomped his foot on the young web-slinger's chest, and asked "Any last words, little spider?"

"Yeah, I guess this really was the best Birthday ever." Spider-man said, happy to spend the last few hours of his Birthday with his family, The Avengers, in the fight against Ultron.

Then suddenly, a colorful bright light covered Spider-man, and after 1 second, he disappeared.

"Spider-man! NOOOO!" Everyone shouted, seeing their Wall Crawling pal disappear like that.

"It would seem fate has something else in store for Mr. Parker." Ultron said, revealing that he knew who Spider-man really was.

"But do you see it now, Avengers?" Ultron asked, trying to get them to see the truth. "There is no light, there is no Dark, there is only death. Something Spider-man didn't realize." Ultron continued, believing that Spider-man was nothing more than a babbling buffoon.

"You will not win Ultron, we will fight to stop you, for Spider-man!" Iron man shouted.

"FOR SPIDER-MAN!" Everyone agreed.

Then, they all got ready for their final fight, then they all charged at Ultron, weapons, and powers at the ready. This is now the fight of their lives, but they will never stop fighting, for hope, for justice, for Spider-man.


(Date: October 22nd, 2034. Earth: 616. Location: Avengers Tower - New York City. Time: 5:34 PM)

"And that's the story of how we lost the greatest hero, the greatest person in our lives, The Spider." Tony said, finally wrapping up the story of Spider-man to the new Avengers. James Rogers, Prince Azari, Henry Pym, Princess Torunn, and Francis Barton. You see, they're the children of the original Avengers, and then they took up the mantle that their parents did before them.

James is 16 years old, the son of Captain America and Black widow, standing at 5'7, with blue eyes, red hair, a dark blue jacket with a big red star, red gloves, bright blue pants, red boots, and device on his arm that can create a holographic shield that is just as solid and strong as his father's shield (In this story, he got it fixed).

Azari is 15 years old, the son of Black Panther and Storm, standing at 5'6, yellow eyes, a bald head with tattoos that glows when he uses his powers, and dressed in a sleeveless, skintight catsuit meant for combat, and gloves that cover up the forearms. He's also equipped with a metal bo staff, to conduct some of his electric attacks onto long range attacks.

Torunn is 17 years old, the daughter of Thor and Jane Foster, absolutely beautiful, standing a 5'8, with blonde hair, blue eyes, muscular body, and tanned skin. She's wearing golden boots, a silver armored corset for combat, silver armored pants, golden armbands, and a mighty sword left for her by her father.

Henry Pym is 13 years old, the son Ant-man and The Wasp, standing at 5'1, with Black hair, pale skin, and black eyes. He's wearing yellow and black armor with a green gem in the center of the collar, Yellow boots with black spikes, yellow arm guards, and the ability to shrink to the size of even the smallest be, and grow to the size of a mountain.

Francis Barton is 17 years old, the son of Hawkeye, standing at 5'9, with platinum blond hair, dark brown eyes, and tan skin. He's wearing a white and black jacket, with black pants, combat boots, fingerless gloves, a black shirt, a quiver on his back containing many arrows, and a bow attached to the quiver.

You see, It's been a year since they took down Ultron, and saved earth. And now, they have freed earth from the clutches of whatever's left of Ultron's sentries. Ever since then, the world's been picking up the pieces, rebuilding, and so far, they did a great job. I mean, they brought New York back to its former glory, and the City is even better than ever. They even brought back Avengers Tower, and it was stronger than it ever was.

Today was a sad day for Tony, because today would have been Spider-man's birthday. The kids always wondered why he always got sad on this day, and now they know.

There was a moment of silence, but then Torunn stood up, and said "We owe this to him."

Everyone threw a confused look at Torunn's way, wondering what she meant.

"Tor?" James asked. "I have a new reason to fight, we all do. I didn't think such a heroic man even existed. Tony, I promise you, Spider-man's memory will not go down in vain, for I will always carry his honor in my heart." Torunn said, and that put a smile on Tony's face, he was a little shocked by this action, but he was sure that Torunn meant this.

"Thank you Torunn, the disappearance of the boy I saw as a son will always haunt me, but he'd probably say something like 'Why the gloom and Doom, It's not like I'm just gonna go for pizza and be gone forever.' " Everyone had a good laugh at that, then Tony continued on, saying "I'm sure you're all wondering, what would happen if he won that fight against Ultron? Would we even be here? Would we even be Avengers? Well, I'd like to believe you still would be, either way."

Everyone took a ponder at that. while they think about that, let's review. Torunn has a new role model. James now knows why he likes spiders so much. Azari wonders if he could go back in time and meet Spider-man so he can learn more about his parents. Pym was glad that his parents weren't the only bugs on the team, even though he knows that spiders aren't bugs. And Francis wants to know if Spider-man can actually catch his arrows, considering Spider-man had superhuman speed, and a sixth sense that warns him of danger.

Then everyone stopped thinking, and then Azari said "I'd like to think so too. But maybe he would be leader if he was here."

"That probably would have happened." Tony said, agreeing with Azari, back then he was actually thinking of making Peter the leader of The Avengers.

"Well, at least we know why your father brought you here, Torunn." James said to her. Torunn couldn't help but agree.

"I just wish Spider-man was here, so I could meet him, and show my gratitude. He has done such wonderful things, I don't know how we can ever thank him." She said with small tears coming out of her eyes.

"Anyways… Woah! Time for training already?" Tony exclaimed, looking at his watch, checking the time.

"Oh! come on!" Pym complained, already hating the idea of having to start training at 5:40. The team couldn't help but agree with the kid, training in their new Danger room was absolute hell!

"Hey, I don't like it either, but it's kind of a priority for us. So... let's hop to it." James said, getting up from his seat. Then he walked to the training room, with the team walking behind him. Tony walked over to the window, looked out to the city, and thought 'What really happened to you, Peter?'


When Spider-man opened his eyes, he thought he was in Valhalla, But he was wrong. Instead he was in a strange black room, decorated in webs. Inside the web holes, there was various pictures of different Spider-men and Spider-women, there was even a cartoon pig version of him! He knew exactly where he was, and he hasn't been here in a year.

He was in the Web of life! But Why?

"Spider-man." A mysterious, yet elderly voice said from behind him. It made him jump, and made him wonder why his Spider Sense didn't work. And then he saw an elderly woman with gray hair, a red suit putting legs together in a tail, a white spider on her chest, and a Bandana covering her eyes. She was also sitting in a spider shaped throne with the webs coming from the throne itself. "You are needed." She said ominously. He knew full well who this woman was, the one responsible for him becoming Spider-man, and setting him on the right path.

"Madame Web?" Spider-man asked, confused as to why she brought him to the Web of life in the first place. "As if this day wasn't strange enough already." He muttered to himself.

"I'm sure your wondering why you here." Madame Web said. "Allow me to put an end to your confusion." She said. "Okay but before you do that, can you tell me if you can send me back, I need to stop Ultron before he takes over the world." Interrupted Spider-man, Really wanting to stop Ultron.

"I'm afraid that even with your help, Spider-man, they will still fail to defeat Ultron." Madame Web said in a saddened tone.

"What do you mean?" Asked Spider-man, afraid of what the answer might be.

"See for yourself." She replied. Then she put up a holographic projection of the results of the battle between Ultron and The Avengers, and Spider-man did not like what he saw. Captain America, Black Widow, Black Panther, Storm, were dead. Iron man, Hawkeye, Vision, Ant-man and Wasp retreating, and Ultron reigning victorious.

"NOOOO!" Spider-man yelled, Not believing the sight before him. He just fell to the floor, on his knees, and started pounding the floor with his fist.

Then he took off his mask and started crying. This is the third time he lost a family, why must everyone he love die?

"Because they choose to." Madame Web told him, which made him look up. "They chose to die for you Peter, they didn't care what happened, they just continued to fight, but they did it for you." She continued, Then, he wiped the tears from his face, and asked "Why did you bring me here?"

"Because there is a fight much greater than this one. One that you must win, but I'm afraid that it is not in this timeline." Made Web told him, which just made him even more confused. 'Not in this timeline?

"What do you mean, M.W.?" Spider-man asked, wondering she means what he thinks she means.

"I mean, this fight will take place in the future. You are most certainly needed there." Madame Web explained. Peter couldn't help but feel excited, he's going to the future! But why?

"Why? What's happening?" Asked Peter, confused at why he's going to the future.

"Thanos is planning to take the universe by force, and only you can help stop him." Madame Web explained. But this only made Spider-man even more scared.

"Wait, wait wait, wait… Thanos? Thanos?! THANOS?! The Mad Titan? He's a galactic emperor! How the Hell am i supposed to take on someone like him?!" He shouted/asked, very worried about the situation he was in right now.

"Not alone." Madame Web told him, then she projected another holographic image. But this time, it was a picture of teenagers, in a pose with a red haired kid in the center holding up a Captain America shield.

"Who're these guys?" Peter asked, while wondering why they look so familiar.

"They are the new Avengers, and the children of the original Avengers." Madame Web explained. Peter couldn't believe it, it was really them. It was James, Azari, Francis, and Torunn.

For some odd reason, Peter couldn't stop staring at Torunn, which made Madame Web smirk a little. He honestly has no idea that he and Torunn are fated to be together (By the way, I don't believe in that soulmate bullshit).

"But… Who's that little dude that's glowing green?" Peter asked, wondering who the little dude was.

"That is Henry Pym, the son of Ant-man and The Wasp." She explained, again, Peter was shocked, this kid couldn't be any older than 12, and he was an Avenger, with James and the kids?

"but, I've never seen this kid before, how is he-?" "Because he was born 3 years after Ultron took over." Madame Web explained, which surprised Peter to the core.

"Wait… Ultron took over?" Peter asked, hoping it wasn't true.

"Yes." Madame Web replied. "But this new team of Avengers had defeated him a year ago, so earth is safe, for now." She explained grimly.

"Right, Thanos." Peter said, understanding that situation too.

"Wait, how are we even gonna take him down?" Peter asked, a little worried. Even if he'd have the support of The Avengers, how are they gonna take down Thanos?

"You'll figure it out, you always do." Madame Web replied, knowing he'll find a way, as always.

"Okay, well… How am I even gonna get to the future?" Peter asked.

"Through there." Madame Web said, as she pointed behind Peter, he followed her finger to see that while they were talking, a portal to the future opened up, and Peter could see clearly through it. He saw a much more improved New York City, with flying cars, holographic billboards, and everything! It was incredible, then Peter looked down at his mask, and thought back to what Uncle Ben told him in Valhalla, 'With great power, comes great responsibility.'

Then, he put on his mask and walked to the portal.

"Be warned, Spider-man." Madame Web said, making Spider-man turn around. "Where you are going, only you can choose to come back. But, if you do choose to come back, is there really anything for you to come back to?" she explained and asked. He then thought about it. If he did choose to go back to his old life, there wouldn't be anything left for him, he'd be alone. But then he thought, maybe he could start a new life in this future, after dealing with Thanos. Maybe he can find love again, maybe find a new family.

"I guess that's a decision i'll have to make later. A wise man once told me 'With great power, comes great responsibility'. And now, it's time to uphold that motto, by defending my world once more." He told her, all serious about kicking Thanos' purple ass across the cosmos.

"Then I bid you, good luck, Spider-man. And may the web guide you." Madame Web said.

Then, Spider-man waved goodbye, and walked through the portal.


(Date: October 22nd, 2034. Earth: 616. Location: Empire State Building - New York City. Time: 8:25 PM)

Meanwhile, in the future, a strange singularity opened up on the rooftop of the Empire state building, and out came The Amazing Spider-man. He took a look around, and saw that the city was even more incredible and sci fi style than it ever was (Think of New York 2099 back in Spider-man: shattered dimensions).

Then he saw Avengers Tower, and took note that it hasn't changed one bit. Then he jumped off the roof, and started swinging towards the Tower. Then he yelled "Look Out New York! Because Spider-man is Back!"


A/N: Hey guys, hope you liked this prologue chapter, 'cause there's plenty more where that came from! So remember, stay beautiful, stay awesome, and peace out.