"Peter!" May screamed in horror as her nephew's body slowly pitched sideways and started to fall the moment that Dr. Octavious's tentacle was viciously yanked from the teen's chest. Spattering blood all over the ground. There was a roaring sound, almost as if her blood had rushed to her ears as she tried to scramble across the ground to catch Peter before he hit the ground.

She barely managed to make it half way to him where there was suddenly a loud Boom from overhead and she was suddenly blinded by a blindingly brilliant light and screamed in fear as her body was thrown back a good fifteen or more feet.

May lay on the ground, shivering violently as she tried to get her bearings.

Meanwhile behind her she could hear several of her nephew's friends beating their hands against the barrier imprisoning them as they shouted and yelled out to her in alarm. Time seemed to slow even further, coming to a crawl for several moments before the light faded away.

And there, almost twenty feet away, stood Peter- or at least May assumed that it was her nephew due to the fact that whoever it was, was wearing his bloody Spiderman outfit. The red, black and blue suit standing out in stark contrast against pale ivory skin and the waist length long black hair that hung down the person's back.

May blinked her eyes, as her jaw dropped. Her already numb mind already registering what her eyes and other senses were attempting to deny.

Everyone within the barrier became quiet again as they tried to figure out what had just happened to their friend as they took in the subtle differences in the person standing where their friend had perished.

The first changes noticeable was the size and build of the person. The second was the more feminine features, the hair, curves ect. But what really sealed the deal for the disbelieving onlookers was when the slight figure moved. Lifting a delicate hand to her mouth and using her fingertips to wipe away what some could unmistakably see was blood before then shifting her attention to the elderly woman lying on the ground several feet away.

Her hair hiding her eyes as she stared at the woman that she had sworn a second promise to Peter to take care of, she was only vaguely upset with the knowledge that the poor woman was not only terrified by her appearance, but she had witness Peter's death right along with the other hero's of this world. Many of whom were his closest and most respected friends and allies, she began to take a step towards the elderly woman when an enraged masculine voice began shouting.

"What- Who the hell are you? Where is the spider's body?"

Pulling her attention away from May and the other hero's for a moment before she finally got tired of the male's voice and shifted her body so that she was turned away from him, not caring if he tried to attack her or not. She needed to get the woman and the other's behind the barrier out of the line of fire where they couldn't get hurt.

However for the moment, the barrier was keeping the other hero's out of the way while simultaneously protecting them. But she had no idea how long that would last.

Whereas May was defenseless against any attacks from the enemy. And if it came down to a choice between those that could defend themselves and May- she would choose May above everyone else.

And seeing as she was easily accessible at the moment, Tsunade decided not to waste anymore time. Again she started towards the woman when she sensed that the enemy was starting to attack. Moving faster than was absolutely necessary because one of the attacks was aimed straight at the woman, Tsunade managed to reach her, scoop her up off of the ground and flip them both backwards just as a tentacle smashed into the ground where May had been laying, sending up a small geyser of dirt and rock.

Landing deftly on the side of the glowing violet/purple barrier, she held May against her in a protective manner, her fingers tightly gripping the fabric of the woman's dirty and torn clothing before abruptly loosening.

May blinked up at her through glassy tear glazed eyes but didn't speak as Tsunade used the fingertips on her clean, gloved, hand to wipe her tears away before then shifting her hold on the woman again and touching the barrier next to them, her violet eyes focused solely on creating an opening in it that she could use to protect May by placing her inside of it with the others.

Once that was done she would be free to deal with the one whom had killed her other self.

Feeling the barrier spark several times under her hand she felt the barrier begin to open up, though it was a slow process. She sensed another attack heading their way, but couldn't move until her task was complete. So instead she shifted so that her back was to the enemy and curled herself around May to take the full brunt of the attack upon herself.

She wasn't overly concerned about any injuries that she may sustain since she could regenerate and heal herself within seconds. Though the pain would likely stay with her since she was still trying to become accustom to her new body.

The attack happened almost as quickly as she had sensed it.

The heavy metal of the tentacle's slamming into her back, splitting her back open between her shoulder blades, the claws dragging along her skin until a piece of it had caught in the flesh of her lower back, near her side and ripped it open with a savage yank that nearly caused her to cry out from the shock of it as blood spurted from the wound.

It was like something horrible out of a B horror movie, she mused as the blood ran down her back and side until it was slowed and then stopped by her healing and regenerative abilities.

She stayed like that and was struck and injured several more times before the barrier finally opened up enough that she was able to quickly shift May into position as one of the other hero's trapped within the barrier came over.

"Here. Take her." Tsunade said as she slowly started to lower May into the barrier, the other's there seemed to understand what she was trying to do and didn't bother asking her anything for the moment. The one standing directly under May simply caught her and set her carefully on the ground where she was swarmed by several youngsters, all of whom were visibly upset about their friend's death.

"Are you alright miss? Can you get us out of here?" The young man asked- well, more like demanded really.

Tsunade merely nodded her head and then closed the opening that she had created and then jumped down off of the barrier and looked over at her enemy.

The man was deranged. That much was obvious to her.

And as such he needed to be stopped.

Deciding that she was done playing around, she planned on a course of action and then before anyone could so much as react- much less see what she was doing. She had seemingly vanished from where she had been standing and reappeared in the air just above the man that had killed her alternate self and reared back her fist.

Aiming to disable without killing, and then let her arm come down on the thing that attached the tentacles to his back. There was another loud booming sound as he hit the ground with enough force to drive him down into it's depths by a good fifteen feet where he lay unconscious and unable to move as Tsunade held the crushed remnants of his tentacles in her fisted hand.

The moment that the dust settled, everyone began shouting to be let out of the barrier as she tossed the metal tentacles away from her and made the short walk back to the barrier and began to focus some of her power and charging the air particles around it so that by the time she reached it, it flickered and then crashed, freeing everyone that had been prisoner inside of it.

Once that was done, several of the older hero's- veterans from the looks of them- quickly surrounded her. Each one silently debating on whether or not they should welcome her with open arms or be suspicious of her sudden appearance. Finally after several moments of silence, a tall man in a blue skin tight outfit with a star on his chest walked over to her and studied her for a moment before saying slowly, "Miss? Are you alright? Are you injured?"

She remained silent, sensing that that wasn't what he truly wished to say.

Taking her silence as an answer of some kind he tried again. "I'm afraid that though we wish we could welcome you and thank you for helping us, and for protecting Spiderman's Aunt May, we can't. At least not yet. So for the time being, until we know who you are and where your from and how you got here-" He was stopped by a man in ancient looking clothing with shoulder length blond hair.

"She used a portal or gateway to come here. Though it pains me to admit that I know not what kind she used specifically."

The man in blue turned his head ever so slightly to question his friend when Spiderman's Aunt came over and pushed her way past the man in blue and simply looked at her for a moment before asking her in a desperate sounding tone, "Where is Peter? Where is my nephew?"

Tsunade was silent for a moment before slowly, cautiously reaching out and taking the woman's hand in hers and saying in her firmest tone, "He's somewhere safe and alive." The woman looked like she was about to breakdown and start crying.

She couldn't exactly blame her for that. After all she pretty much witnessed his death plus her arrival. Most normal humans would think themselves delusional or insane after having the kind of day May had just had. Still it didn't stop her from questioning, "How? How is he alive? He can't be! I saw him!"

"He is. I made sure of it when I came here."

May opened her mouth to say something else as Tsunade vaguely noted that everyone else had joined their little group and was standing silently listening to everything that was said. Trying to dissect every word, searching for lies where there were none.

It was at this point that someone wearing a shiny red and gold armor stepped in and said, "I think we should listen to her..." Everyone looked at him questioningly before he tacked on, "Has anyone else bothered to notice her outfit. I-It's the same one that Spider-Man was wearing when he was- Look at her chest, and the back. You can clearly see the mended skin where a fatal injury was inflicted...on Spiderman's body."