a/n: When you're on your 3rd (or so) playthrough of Spider-Man: Web of Shadows, ideas begin to swirl in your head. Dark, brooding and potentially evil symbiote-clad Spidey whacking anyone with his tendrils of death.

Dear readers, if you haven't played Web of Shadows, you should. It came out in 2008 and the reviewers didn't actually rave about it, but if you're a Spidey fan at heart, that game was awesome.

Back to the matter at hand what if we were in one of those alternate universes Marvel and DC keep talking about nowadays.

And, obviously, this is an alternate reality of New York where our version of the webhead isn't actually that neighbourhood-friendly…

CHAPTER ONE
Falling Star

'HE'S coming.' One of them said. He was kneeling on the ground, one hand covering the long gash on his other arm. His mask was half-torn, but there was that unmistakable look of passion in his eyes, reserved for his coming saviour.

Spider-Man just looked at the wounded man, not attempting to help. He didn't feel the need.

'Let him.' Spider-Man replied savagely. 'I'll break his bones the way I did yours.' He paced on the cracked floor.

'What happened to you, Parker?'

What was this? Was he trying his hand at digging up remorse? Regret? Was there anymore in Peter Parker?

No.

'Parker's dead, Barnes,' came Spider-Man's retort. Along with Mary Jane and Aunt May, you sick son of a—

'What happened to your family… that was—' the former sidekick started, but was cut short.

'Don't you dare!' Spider-Man had stopped his pacing and placed his hand around Barnes' throat. Through his cracked lens he could see blood coming out of the already infected wound on his arm.

'Don't you dare try to justify what you did that day! Whatever humanity I had died that day with them! When you and SHIELD—'

'It was the only way to save the city!' gasped Barnes through Spider-Man's chokehold. 'The needs of the many—'

There was a terrible roar of agony. A scream of pain, a snap, and then…

Silence.

Bucky Barnes' broken body crumpled to the floor, lifeless as the numerous other corpses around him. There and then, his eyes still had the passionate blaze of hope – and it vanished.

The door behind him crashed open, followed by a cry.

'BUCKY!' Steve Rogers had burst in with his shield, and the first thing he saw was the dead body of his old friend at the feet of Spider-Man. Underneath his worn-out mask, Spider-Man smiled. This man in his strikingly colourful armour will only experience a tiny part of the horror he had within himself, and that was enough.

'What have you done, Peter?' Captain America looked straight at the fallen Avenger.

'Something I'm gonna do to you…and the whole city!' and Spider-Man leapt onto him, claws raised. Instinctively, the Captain raised his shield, protecting him for the rain of claws. He pushed forward, but Spider-Man had predicted this, somersaulting over him. Landing right behind Captain America, he aimed a kick at his back. Again, the Captain ducked, swiping his shield at the Spider's legs.

Spider-Man would have been grounded if not for the spider-sense he had often relied on. With his agility he hopped and planted a kick on his opponent's skull.

Captain America slid on the floor from the impact of the kick. 'It doesn't have to end like this, Peter. Give us the symbiote… and we'll—'

'We'll what, Steve?' Spider-Man shot back, arming his web-shooters. 'There's no going back… after I take you out, New York is going to be mine!'

'LISTEN TO YOURSELF!'

He had not noticed it before, but a storm was raging outside. Thunder struck, flashing and casting eerie shadows of themselves against the walls of Tony Stark's once posh office, now depowered and demolished inside-out. The Captain's voice seem to echo the thunder.

'You're sounding more and more like a person you don't want to be. A person you've always fought against. End it all right now by giving SHIELD the symbiote—'

'Captain,' Spider-Man cut across. 'I've had enough of your shit.'

Summoning the powers of the symbiote, Spider-Man threw out his arm, and extended a bladed tendril which reached across the room.

Captain America throws up his shield in hopes of avoiding the lethal attack—

Thunder struck. Multiple times. There were flashes. Splashes of blood. Chunks of metal.

The legendary shield lay broken on the floor, and Captain America fell to the ground, joining his sidekick. A head rolled to the side, eyes wide open with shock.

The storm outside raged on even harder as New York's last hope dies with the falling star. Peter Parker walked up to the head and picked it up. Arterial blood wet his hand and arm, but he didn't care.

'Hero no more.'

And the thunderstorm struck again with a finality for his own words.

a/n: I'm pretty new at this and haven't quite got used to describing the environment. So Spider-Man murders the Cap and Bucky because of a lil shenanigan which involved the deaths of Aunt May and MJ in the past. Have I got you intrigued yet? What has Peter done with the symbiote? Coming soon in Chapter 2! Thanks for reading.