How did it come to this? He wondered as he cast a quick glance in his Aunt's direction to his left where she had her back pressed up against the barrier that Doc. Oc had placed around the rest of the super hero's who had come from far and wide just to attend Shield's graduation for his class.

The next generation of super hero's.

And he, Spider-man, was of course now the only person with super powers whom was free to fight back and hopefully break the barrier before it crushed everyone behind him into a mass of super goo.

His lungs burned, his muscles were aching and bruised from being knocked around by Oc. Several of his teeth had been loosened, from one or two of the blows he'd taken to the face and he was bleeding from various gnashes and cuts and scratches all over his body and part of his mask was now gone.

Showing his shaggy brown bangs and one of his dark brown eyes.

"Peter?" His Aunt said as she started to come over to him but he was forced to wave her away, afraid that she would be injured by Oc's next move if he let her come to him. After all Dr. Octavious wasn't the sort of ruthless person to simply let an innocent bystander escape harm if they got in his way.

And Peter knew that he wouldn't hesitate to injure or kill his Aunt May if he let him.

And after all of the friends and innocents that had sacrificed themselves to help make him who he was today- he absolutely couldn't let that happen.

Not to one single person he knew.

He could feel his heart stuttering in his chest slightly, as if it were struggling to stay beating as his spider sense began to tingle and he saw the next few moment's events unfold in his mind's eye. Telling him what he had hoped to avoid. That the impossible was going to happen.

He was going to die.

Here today. In front of all of his friends and his Aunt. The knowledge should have terrified him, but oddly enough, it didn't. It just made him sad to know that he was leaving everyone behind once again.

Blinking back the tears that were threatening to escape his uncovered eye, he glanced over his shoulder real quick at everyone. His friends, classmates, and fellow hero's and took a quick moment to memorize each of their faces.

The Hulk, his favorite green smash buddy. Iron-man, Captain America, Black Widow, Hawk-eye, and Thor. Black Bolt and his Queen Medusa.

Doctor Strange.

Nova- though he would never admit it, knowing that he was leaving behind a friendly rival like him bothered him greatly. Iron-fist, White-tiger, Power Man.

And then there were the other spidey's. His team in training, The Web Warriors. Scarlet Spider, Spider-girl, Iron spider ect... It was his duty and job to protect each and every one of them, and in just moments he was going to fail at that. The mere thought that any of them could get injured or worse after he perished should have angered him enough to fight through this.

But in a moment before his anger could so much as stir, he felt something else and slight stirring in the back of his mind that was familiar to him as he heard a soft almost raspy feminine voice say, "The pact will be honored the moment your heart stops beating, Peter."

Blinking for a moment as he tried to process who had spoken to him, he vaguely recalled about a year ago when he would up going into the multi verse, he had met someone in one of the parallel universes.

A girl whom, while she didn't exactly have Spidey power's- was supposed to be an alternate version of himself. And before he had left her world, he had seen exactly what she could do as a hero.

And he had to say, knowing that the pact that they had made before he had left would still be honored even now after so much had happened, brought him much more comfort. It was difficult to explain really. She simply had a very comforting presence.

Well...when she wasn't being super awkward that is.

Turning to his Aunt and his friends completely this time, he decided to give them his final words. He couldn't make this a long goodbye given how he was going to die in a few more seconds, but he could pass on a message or two to specific individuals.

"Aunt May, everyone- Something terrible is about to happen. I don't have time to go into the specifics, just know that wherever I am- wherever I go, I'm happy that I had the chance to meet all of you. When my replacement comes...you'll need to watch her back like you watched mine." Reaching out to May with one hand while reaching up and removing what was left of his mask while he could since he knew that she wouldn't like wearing a mask for any reason. He made quick work of removing it and pressing the clothe into his Aunt's hands as he said, "I need you to close your eyes and no matter what you hear- don't open them. You aren't going to want to see this."

He saw a flicker of something in the expressions of the other hero's out of the corner of his eye.

Captain America, Black Widow, Hawk-Eye, Doctor Strange, the Hulk, Nova, Scarlet Spider, Black Bolt and his Queen, and wished that he could say more. But no sooner than he managed to get his Aunt to close her eyes- he felt one of Doc Oc's tentacles rip through the flesh and bone of his torso with enough jarring force to send him crashing into the barrier around the others as each person there screamed and shouted in either outrage, anger and horror.

And the next thing he knew was the tentacle was tearing it's way back out of the opening it had made in his chest, and then there was...

(**************************************************************************************************)

May heard the series of shouting and screaming and got a feeling of dread and against her nephew's wishes to the contrary, opened her eyes to see what was going on and saw something that terrified her and left her cold and out of breath.

There suspended above the ground, barely a foot in a half away from her with a tentacle protruding from his chest, was...Peter?

(**************************************************************************************************)

She felt it the moment that his heart stopped, even worlds away she knew what had happened to him, she felt it resonate in the pain she felt in her own body. After all, she was him and he was she. Sort of.

Acting quickly since the two only had a small window of time to act before their chance would pass them by, she glanced back at her older brother and adopted uncle. "You know what to do once I'm gone." It wasn't a question. They to would have only a slim window of opportunity to heal Peter so that he could live to return to his own world one day.

"We know." Her brother said. His vivid vermilion eyes a mirror reflection of her own violet.

"Now stop fretting and go before it's too late." Her uncle chimed in as she stared at them for a second and then turned back to the alter where she needed to be when she perished since it's magic would use her blood as a conduit to open a portal to Peter Parker's world and allow the two of them to switch places.