-1Spider-Man flipped barreled through the air, nimbly twisting his form through and around several falling boulders weighing in the tones before landing nimbly in a cave that he had aimed for as he made his precarious journey through what was supposedly a granite canyon. A granite canyon with a lot of loose boulders that just so happened to fall when he was passing through, or whenever he attempted to get out of the canyon. But in the end it didn't phase him too much, he thought, because he was Spider-Man.

"And I thought this whole thing got off to a rocky start," Spider exclaimed. "Alright Q, I beat your challenges! Show your flashy self!"

No sooner then Spider said so , the man, Q, himself appeared in a brilliant flash of light.

Dressed as in tight form fitting Spider-Man spandex himself.

Oh god, Spider thought, I hope I never end looking that fat…

"My my, a little testy after that last one, aren't we?"

"Quiet Q, we had a deal. I beat your challenges, and riddles then I advance from this round and you go…well, to wherever you Omipotent Flash-bulbs go to live."

Q Sighed and looked at the tip of his fingers before saying anything.

"Oh very well, red and blue were never really my color--"

"Spandex was never meant to be worn by anybody with your figure…er lack there of," Spider said, cutting off Q quickly.

"I tire of your jabs Insect-Man," Q said with an imitated hurt voice. "Off to the next stage with you.."

Spider-Man didn't even see Q snap his fingers, so it took a him a moment to get his bearings.

"Huh where, am I?" Spider-Man thought out loud as his vision cleared from the brilliant flash that had brought him to where-ever 'here' was. "And why does he have to transport people around in flashes of light? Omnipotent Lightbulb…"he mumbled, his vision finally clear he began to take in exactly where he was--the sight of which immediately canceled the question in his head that was forming along the lines of 'How many janitors does it take to change an Omnipotent Light bulb, anyway?' Spider found himself standing on top of a soaring structure that was surrounded by other soaring structures that were also surrounded by soaring man made structures. Definitely no lack of swinging areas here! Spider thought to himself as he took in the scale of the place.

"A better question yet," a voice, that sounded as if it had an English accent, came from behind Spider. "Who are you?"

Spider nearly jumped off the building from the unexpected voice coming from behind him. Man, am I jumpy; if I fell from here, I wonder if I'd land on anything! He thought, looking down below his feet at what appeared to be a mass transit system full of flying vehicles before turning to look at the man who addressed him out of nowhere.

Why didn't my Spider-sense alert me to this guy? He thought again as he looked at the hooded figure in the shadows.

"The names Spider-Man, who are you? Do you have a reason to be standing in the shadows, or are you horribly scarred and don't want to be seen?"

"I'm not the one wearing a mask," the man stepped out of the shadows, lowing his hood to reveal a red headed, bearded middle-aged man dressed in a brown flowing robe over what appeared to be a fashionable white and brown jump suit.

"I can assure you I am a very handsome young man," Spider retorted. "At least that's what my wife says."

"I'll take your word for it," the man said, pushing the robe at his hips back and placing his hands there in thought.

"…you're my next challenger?"

"It would seem that way," the man said, shrugging the robe off and letting it fall to the floor.

"I still don't know your name."

"Obi-Wan Kenobi," he said, unclipped a shiny cylinder that was attached to his belt, and with a flick of switch a long, blue blade of energy shot out of the cylinder with a startling noise. "Shall we begin?"

Instinctively Spider-Man jumped backwards as the blade came to life.

"Uh, sure, what do you call that…sword?" Spider-Man said, thinking afterwards 'and how can I get one?'

It's a light saber, a sophisticated weapon, for a more civilized age…"

Spider-Man's spider-sense flared an instant warning and soon he was flat on his belly as the hot light saber slashed over head. As soon as the blade cleared, Spider heaved up from the floor, flipped backwards, and two back hand springs later found himself a more comfortable distance away from that energy blade. Ok, he thought as he watched Kenobi get back to his feet and pull the lightsaber out of the now red hot metal below, that thing could end my swinging days for good if I'm not careful.

Once on his feet, Kenobi dashed forward with surprising speed, bringing the blade in to position to strike again. Thinking quickly, Spider let loose a thick line of webbing at the mans legs where it attached as Kenobi's blade swung; as the line connected Spider lunged to the right, forcefully yanking Kenobi off his feet and to the floor.

Or so Spider-Man hoped.

Obi-Wan, although somewhat taken aback by the spider web coming out of the costumed mans hands, quickly reacted to the sticky substance as Spider-Man attempted to yank the man to the ground and brought the light sabers blade down with a quick snap and severed the strand, causing Spider-Man to propel himself forcefully in to a rusty wall whereas he expected the Kenobi's weight to be there when he first leaped.

"I should have seen that coming," Spider-Man muttered, holding a hand to his now sore head. "Right in the direction of a wall…should have jumped left."

"It's always easy to look and think of how you could have not made a mistake," Kenobi said, walking towards the down Spider-Man. "Best to use your past mistakes to your advantage for the future." Spider-Man grunted and pulled himself up in to a ready crouch.

"What are you, some sort of intellectual with a blade?"

"Jedi actually, but the comparison isn't far off," Kenobi stopped, lowing his blade nearer to Spider. "This doesn't have to end in bloodshed, you can surrender now and go back to wherever you're from…"

"I think…"Spider started to say as he sent a powerful kick to the Jedi's chest sending the man flying back, where Spider followed up, leaping on to the semi-stunned man and grappling with him so as to keep him from being able to use the lightsaber. "….I'd rather not explain to my wife that I surrendered to a shrink in a bathrobe!"