DISCLAIMER:I DO NOT own Ultimate Spider-Man, Spiderman Noir, and Spiderman: Shattered Dimensions and any related/nonrelated characters, Marvel, Disney or Dynamite Entertainment.

In short I don't own anything in this story. This is just for fun.

Enjoy

Chapter 3: A Spider amongst the Shadows

The Sanctum – a few days later

Spiderman is standing alone in the dark, with a single spotlight shining down on him, he is wearing a full red and blue coloured NFL uniform with the Avenger's logo on his back.

(Spiderman) What the...? Would any of you listeners out there care to tell me why I'm wearing this?

All of a sudden there was a blinding flash of light, illuminated the area around Spiderman, revealing to him that he's standing in a busy football stadium. The entire stand's are filed with supporters of all ages wearing red and blue shirts with messages like "I LUV SPIDERMAN", foam fingers with "SPIDERMAN No1" and many banners with messages of support of the web-slinger. The shouts and cheers from the crowed are near deafening to Spiderman, with their constant chanting of "SPIDER-MAN, SPIDER-MAN."

Crazy fan 1: WE LOVE SPIDEY!

Crazy fan 2: YOU'RE THE MAN, SPIDERMAN!

Spiderman: Wow! I'm I in heaven? Wait does this mean I'm ... dead?

Suddenly a football came out of nowhere, but Spidey was able to quickly catch it. He looks over his shoulder to see who threw it, and it's none other than Captain America himself.

Capt. America: SPIDEMAN ... GO LONG!

(Spiderman) Err ... for the record the writer has no idea how American football is actually played, but hey ... when in heaven.

Spiderman takes the ball and begins to run, making his way up the pitch. He looks ahead to see the opposing team, their roaster consists of some of the toughest villains he had ever faced. But Spidey is unfazed by this and continues towards the field goal, his movements closely followed by the stadiums commentator; J Joana Jameson.

J Joana Jameson: "And he's off, dodging the Frightful Four left and right with little to no effort, he's amazing. Now he's leaping over Doctor Doom like he isn't even there, now he passes the ball to Stark, back to Spiderman, to Thor, Spiderman. Now he's going for the touchdown, wait The Wrecking Crew is in this way... and Spiderman slides under them with ease, I take back everything I said about him. And ... TOUCHDOWN!"

The whole stadium explodes in cheers, Spiderman suddenly finds himself being lifted up by the other members of his team; heroes like Iron-Man, Thor, including this S.H.I.E.L.D. teammates. Distracted by this overwhelming attention, Spiderman fails to notice someone grabbing his collar and pulling him back down to the ground. He looks towards the person who pulled him and saw it was White Tiger. He also couldn't help but notice that she was wearing a "Cheerleader" version of her costume.

Spiderman: Tiger?

White Tiger: You did it Spidey ... and here's your reward.

She grabs hold of Spidermans uniform and pulls him into a kiss. He returns it only to find out that...

Peter: Huh? What?

Peter woke up and finds himself back in the world of the living, in bed and in an unfamiliar place.

(Spiderman) Awe man and I was just getting to the good part. Though I should have known it was just a dream... Nova was there. However awesome super bowl winning/fan admiration/girl kissing dreams aside.

Peter: Where am I?

He looks around, taking in his surroundings; he appears to be in a small bedroom. There wasn't much inside, only the double bed he was sleeping in, one night stand placed next to the bed and a closet over in the corner; Peter gets out of the bed, as he does so he notices that he's not wearing his costume but a simple blue robe.

Peter: Where's my costume? Who put me in this ... Actually, maybe its best I don't think about that.

Deciding that he'd better do some sleuthing Peter walks over to other end of the room, opens the door and leaves. Next he finds himself in a large dimly lit hall, it seemed to be shaped like an octagon and each of its sides had either a door or just led straight into another room. There are bookshelves all round the walls and a huge spiralling staircase in the centre of the hall heading up to what Peter suspects might be the surface.

Peter: Considering the colour of the stone work and lack of natural light ... I must be underground.

(Shadow) Impressiveobservation skills.

Peter nearly jumps out of his skin. In a mad dash he looks all around him, turning his head this way and that trying to locate whoever or whatever had just spoke to him.

Peter: How did you? What? Who said that?

(Shadow) For a teenager with genius level intellect... you're not too bright.

Peter: Oh great, you're inside my head aren't you?

(Shadow) You say that as if you've experienced this before.

Peter: Buddy ... you've got no idea. So where are you?

(Shadow) Follow the voice in your head.

Peter: Surprisingly ... It wouldn't be the first time.

He starts to walk around the large hall, passing by some of the rooms along the way. Each room was decorated in the same style as the bedroom Peter awoke in; dark woods, strong leather furniture and huge bookcases filled with countless volumes of text. One of the open rooms had a workbench along with some tools

(Shadow) Getting Warmer.

As Peter walks past the rooms, he finds himself being drawn to one room in particular. He stops just at the threshold before he hears the ominous voice again.

(Shadow) Much warmer.

Peter steps inside, this room is filled with giant computers up against the far wall. The sort of computers that Peter had only ever seen in old movies set during the 1940's. At the opposite end of the room, Peter could see a magnificent mahogany executive wraparound desk and a man sitting on a leather armchair, facing some kind of radio console. The transmission equipment consisted of microphones and what looked like a Ham radio. Only the radio had blue lights lighting around the face of it, reminding Peter of a "steam-punk" design. At the centre of it was a tiny screen about the size of a 78 RPM record, showing a man's face on it.

Radio: "Agent stationed at the 28th Precinct, reports police investigation of recent criminal activity may be connected to Coney Island."

Lamont: Coney Island?

Radio: "Agent advises inquiry."

Lamont: Understood.

The man switches off the machine before getting up to face Peter. This mysterious man dressed very smartly; wearing a tailored grey-on-grey plaid suit, expensive shirt with a gold/grey striped tie and polished black shoes.

Lamont: Hot.

Peter couldn't help stares at this man. He seemed to be in his late mid-30s, Caucasian with very handsome features. Every strain of his dark hair was combed into place, every seam is crisp. Even the jewellery he's wearing has been polished to a shine, including the silver fire opal ring that Peter couldn't help but notice on his hand. But the strangest thing was his face, though handsome, wasn't the same as the masked man who saved him last night. True he was wearing a scarf around his face but that guy had to have been 20 years older at least. Also his voice ... his voice is different ... lighter.

Lamont: I wear the scarf as a distraction; using my powers I can conjure a "fake face" that I let people see and alter my voice to conceal my true Identity.

He sits back down in the armchair now facing Peter and gestures towards the armchair opposite him, inviting Peter to join him.

Lamont: Lamont Cranston, only fair that you know about me since I already know your real name ... Mr Parker.

Peter: You reading my mind again?

Lamont: I don't have to; I could tell what you're thinking from that stupid expression on your face...

Chibi Spiderman walks by and slap's Peter behind the head

Chibi Spidey:And it's about time I made an appearance took you long enough.

He web swings away.

Lamont: What was that?

Peter: Oh that was my... wait you saw that?

Lamont: It was in your head was it not?

(Peter) Remind me never to play poker with this guy.

(Lamont) A very wise move ... I'm told I have quite the poker face.

Peter: Dude, do you mind stop doing that? You remind me of Deadpool.

Lamont: What's a Deadpool?

Peter: Don't ask ... Look; don't get me wrong, I'm more than a little grateful for what you did for me. But I've just got so many questions, like; what in the webs is going on here? What is this place? And why is everyone dressed like it's the 1930's?

Lamont: We are currently sitting in my Sanctum; my headquarters in New York City, which is built deep beneath the theatre district of Times Square. And I dress like it's the 1930's is because it is. It is precisely 7pm, July 25th ... 1936.

Peter looks at him in astonishment; he couldn't believe what he just heard, he couldn't conceive it.

Lamont: And as for what's going on; you're now going to answer my questions.

Lamont leans forward in his seat and stares directly into Peter's eyes. Unnerving him suddenly as Peter noticed that Lamont's eyes started to change colour entirely, from his ocean blue to solid black, as if his eyes had been engulfed in darkness. Not to mention when he spoke, it was in the same echoy voice as from the night before.

Lamont: Why were you in New Jersey ... at the warehouse?

Peter: Wait; go back to the date...?

Lamont: It's my turn to ask questions! Consider yourself fortunate that I am choosing not to enter your mind, so I warn you not to conceal or deceive me! Now why were you at the warehouse? Why did Osborne's goons want you dead?

Peter: Wait how do you know about Goblin?

Lamont: So you know that name? Now this is very interesting. I've only heard his Lieutenants refer to him by that name. So I suggest you start talking ... now!

(Spiderman) Huh ... usually everyone just wants me to stop talking. But what is this guy going on about? How does he even know Goblin? Still, if what this Lamont says is true and Goblin is here ... then maybe he should know everything.

So Peter took a deep breath and starts to tell Lamont everything; the truth about where he came from, the origin of the Goblin, his past encounters with him. Even the very his last one, saving his teammate, breaking the artefact, waking up in the warehouse and meeting those three gangsters.

Peter: And that's it.

Lamonts eyes instantly go back to their usual colour and sits back into his armchair, with an expression on his face that Peter knew meant he was in deep thought. But Peter couldn't resist.

Peter: Anything you'd like to say?

Lamont: Funny story

Peter: What? I more or less just told you that a criminal, along with yours truly, came here from 80 years in the future and all you can say that it was a funny story?

Lamont: Yes ... funny and unbelievable.

(Spiderman) Great, maybe telling him everything wasn't the best idea after all. He's now probably thinking those thugs hit me one too many times in the head. And now I'm guessing what a mind reader is thinking, now that is crazy.

Lamont: Fortunately for you, in my experience I found that the most funny and unbelievable stories are likely true.

Peter: Wait, you believe me?

Before he got an answer, Lamont got up from his chair and without a single word, began walking out of the room. Guessing that he probably expected him to follow, Peter obliged.

Lamont: For years I have made it my personal responsibility to watch over this city and punishing any and all that would spread the disease of crime throughout its streets in my guise as the Shadow. Until lately my efforts have been more than effective.

Peter: Lately?

Lamont: It started over a year ago with a spree of disappearances and murders; low time thugs at first. But then some of the city's major names were added into the equation.

Peter continued to listen as Lamont lead him into one of the other rooms in the Sanctum complex, the one that appeared to be a workshop of sorts that Peter had noticed earlier.

Lamont: Tell me do the names Charile Luciano, Vincent Manano, Tommy Gagliano, Joseph Bonanno and Joe Profaci mean anything to you?

The young hero had to think on that for a minute; but before he was about to say no, he remembered a recent history project that he and Ava were paired up with in school.

Peter: Aren't they criminals or something ... powerful crime bosses?

Lamont: The most powerful ... they were the heads of the five most dangerous crime families in the city.

Peter: Hold up, you don't mean ... the Five Families?

Lamont: And members of The Commission; the governing body of this country's organised crime ... used to be at least.

Peter: Huh?

Lamont: Every single one of them had turned up dead within a week of each other. Some of my contacts had started to confirm some rumours that had also began to circulate. That a new player had claimed responsibility for each death, a self proclaimed "Capo di tutti capi".

It was clear to Lamont that Peter's Italian was a little poor, considering the puzzled expression he had.

Lamont: It means "Boss of all Bosses". An archaic title given to the single most powerful crime boss in all America before the Commission was formed. But according to my sources this new Boss of all Bosses has been going by another name as well...

Peter: Goblin?

Lamont: Quite ... Since then crime in this city has changed. Those who worked for the Commission now work for this Goblin and they've been recruiting more and more criminals to join them. Crimes like drug trafficking and racketeering started to decline however strange disappearances and robberies have increased.

Peter: Strange like how?

Lamont: Scientists and engineers mainly and without ransom. Also criminals known for robbing stores and banks have turned their attention towards medical and scientific facilities, even universities.

Peter: What were they stealing?

Lamont: Equipment, chemicals and various other resources. I admit I was baffled. It was as if the very nature of crime in the city had evolved from just profit to something ... grander. It was at that point I knew I had to find out why.

He led Peter towards one of the workbenches in the room. However Peter noticed that this one had a white sheet over it, covering whatever it was underneath it.

Peter: Hold on, this isn't exactly Goblins M.O. He's more the taking over or destroying the world type of villain, not a Mob boss. Besides the both of us must have arrived here at the same time and like you said all this underworld takeover business started over a year ago.

Lamont: After several late night investigations I had encountered some thugs raiding a government research lab here in the city. They were armed with ... these.

He pulled off the sheet and what Peter saw made his jaw drop. The table was full of weapons; pistols, rifles and many others. Peter recognised a few models from trips to the museum but what surprised him the most was that a few of them seemed different. He picked up one rifle in particular and examined it. At first he thought it was an M2 Carbine rifle but they weren't built until the 1940's, plus it was heavily modified; its wooden stock was adapted for easier grip, it had a larger magazine that could hold more rounds and it had what looked like an underslung M200 40mm Grenade launcher as a secondary fire.

Lamont: I have come across many weapons during the war but nothing as destructive as that monster your holding.

As Peter continued to examine the weapon, Lamont picks up a hand gun and shows it to Peter. It appeared to be a simple revolver with a polished wooden stock and a metallic body.

Lamont: I took this off one goon a few nights ago ... and it unlike anything I've seen in my life.

Peter: What's so special about that gun?

Without warning, Lamont turned to face the practice dummy in the corner and pulled the trigger. The loud gunshot nearly deafened the wall-crawler but before he could say anything, Lamont held up the pistol to him and pressed a cleverly concealed switch on the guns hilt. Next thing Peter knew the dummy had exploded, making him nearly leap up onto the ceiling in surprise. All that was left was the smouldering remains of the target dummy.

Peter: Whoa! What the hell was that?

Lamont: Lithium filled rounds laced with glycerine, activated by an electronic detonator built into the hilt.

Peter leapt down from the ceiling grabbed the pistol out of Lamont's hand, examining it closely in his own.

Peter: This ... this is not good. Goblin is a scientific genius when it comes to weaponry and if it is him behind all this, then trust me he's got something bigger planned.

Lamont: Agreed.

He took the gun back from Peter and placed it down on the worktable, before turning back to him.

Lamont: Thank you for your information, it has been very ... illuminating.

He walks right pass Peter and headed out of the workshop.

Peter: Where are you going?

Lamont: One of my contacts gave me a possible lead on the Goblin. I'm going to see what I can find.

Peter: Hey wait?

He chased after Lamont and managed to cut him off in the hallway, forcing him to stop in his tracks.

Peter: You're not going alone.

Lamont: I can take care of myself and besides you're in no fit state to help me. I don't need some kid tagging along.

(Spiderman) Who's he calling a kid? ... You know what I mean.

Peter: Listen if this is the Goblin; you're going to need some help. If Goblin is the one developing these weapons the trust me, he's got a whole lot more of them, even more dangerous than the ones you've seen.

Lamont: I don't need any help. Just stay here...

Peter: You're joking right?

Lamont: I'm not known for my sense of humour

Peter: I know Goblin. I know what he's capable of, so I'm not going to just sit here and hope for the best. Either I come with you or I'll find him on my own, but I'm not staying here.

The two of them just stare each other down, Peter desperately trying not to blink. In the end Lamont just smiled at him.

Lamont: You've got some serious stones kid, I'll give you that. Fine, I won't stop you joining me, but you're not going to do much good dressed in that, that eyesore of an outfit I found you in is in pieces. So come on...

He places his hand on Peters shoulder and starts guiding him towards the large stair case in the centre of the Sanctum.

Peter: Where are we going?

Lamont: I'm taking you to meet my tailor; he'll help you blend in more.

(Spiderman) What do you think he mean by "blend in"?

Coney Island - Night time

Later that night, The Shadow is in full costume and is standing in the heavy rain on top of a rooftop and looking out over onto a rundown looking carnival.

Shadow: Are you ready?

He hears someone land down from above beside him. Shadow looks round to see his new ally Spiderman in his new attire; he is dressed entirely inblack; which included a fedora, mask with goggles, gloves, a vest with a spider emblem and a long trench coat.

Spiderman: Let's do it.

Coney Island Carnival-night

With the downpour of rain, the carnival looks old, decrepit and abandoned, the rides and attractions show signs of decay due to lake of maintenance and Spiderman is perching on top of an old coconut shack.

(Spiderman) Take a good look at your new and improved, friendly neighbourhood Spiderman ... or wait you can't. According to my trusted new sidekick, some of Goblins goons have been sighted around the Coney Island area. You see this carnival is suppose to be abandoned but word around town suggests that it's now being used for something not so family friendly. Ha! Listen to me, I've only just got here and already I'm sound like the Shadow ... speaking of which.

He looks over at the carnivals entrance and sees two goons armed with rifles. At first their just casually standing about, looking bored, when suddenly they see something disturbing the puddles in front of them, like footsteps walking towards them. They just stare blanketly in confusion; until one of the goons's had his rifle yanked of his hands and knocked to the ground by an invisible force while the other guy got whacked in the face with the rifles butt. Both were now flat on the ground unconscious as the Shadow appears standing over them.

(Spiderman) this guy's Lamont Cranston aka The Shadow; he saved my life when I first got here. He has the ability to quote "cloud men's minds" Unquote, not entirely sure what that means, but he has a wicked amount of powers. He can turn invisible, hides his face so no need for a mask, read minds and... actually that's all I've seen but I can't wait to find out. And with his help, we've located what might be the Goblins hideout, so the two of us are here to investigate, old school style.

(Shadow) Spiderman, get down here.

Spiderman: Ah! ... Err right, be right there.

(Spiderman) That was just Shadow talking to me inside my head... yeah he can do that too.

In a instant, Spiderman web slung his way towards the Shadow, landing right next to him.

Spiderman: Nicely done, up high!

He raises his hand up, the Shadow just give him a disapproving stares. Spiderman slowly lowers his hand.

(Spiderman) Why are so many people against the high five?

Shadow: Focus!

Spiderman: Alright, alright.

Shadow: According to my sources, there has been a lot of shady activity coming from this island. Many of Goblins men have been seen here, all of them armed. So unless you want to end up full of holes, you better remain unseen.

Cutaway

Chibi Spidey is caught in the middle of a spotlight before being riddled with bullets. When the gunfire stops, he gets back up and swings over to a table with a carton of milk on it. He picks the carton up and takes a drink, only to have its contents leak out of the many tiny holes in his body.

Cutaway Ends

Shadow: Be patient and watch your enemies. Cloak yourself in the shadows and when the time is right ... dispense justice upon them.

Spiderman: You enjoyed saying that way too much.

Shadow: I'll take the Westside, you the East. We'll meet in the middle.

Spiderman: Alight, time to go metal gear on some punks.

The Shadow just rolled his eyes before turning invisible, leaving Spiderman alone to carry out his part of the mission. A few minutes later, Spiderman sighted a group of guards next to a merry-go round. He web zipped his way past the game stands while avoiding the guards notice then positioned himself right on top of them, allowing him to listen in to their conversation.

Goon 1: Why are we here again?

Goon 2: For the love of ... don't you listen, you twit? The boss said we need to keep watch, in case any coppers or flatfoots comes snooping around.

Goon 1: Who'd want to come to this dump? And what's got the boss so nervous anyway? He's a big green...

Goon 2: Hasn't anyone told you that you ask too many questions? Now clam up you mook.

Goon 3: I'd tell you, I'd rather be out here than inside with those freaks.

Goon 1: Where did the boss come up with that sideshow anyway?

Goon 3: Well why don't you go ask one of them? But I'll tell you, that one gut who looks like something heavy fell on his head, aisn't exactly the friendliest...

Goon 2: Will the two mooks knock it off!

Goon 1: Relax, he ain't gonna hear us way out here. It's just us here.

(Spiderman) Showtime.

With lightning fast reflexes, Spiderman ensnared one of the guards with his webbing and pulled him up on to the merry-go round.

Goon 3: What the...?

The remaining two guards aimed their guns in the air, looking for the source of the attack. But then two web shots came out of nowhere and gunked up the barrels of their rifles. Then Spiderman drop down and kicked them both in the face knocking them out. A minute later, the one of the guards woke up to find that the three of them are tied up and standing above them was a dark stranger in a weird black costume.

Goon 1: Who...who are you?

His mouth was then web shut before being punched in the face, rendering him unconscious once again.

Spiderman: I'm Spiderman.

Ten minutes later, Spiderman has found his way to the very centre of the park, avoiding detection in the process by keeping to the shadows like his new friend suggested. Soon he comes across a large group of guards, most are lying on the ground unconscious while a few more look as if their fighting thin air, throwing there fist about in a frenzy. Eventually they start getting knocked down and Spiderman notices a lone guard, hiding behind crates.

Spiderman: Well being Spiderman, I'm use to left over's.

He sneaks his way through the chaos happening around him, careful not to draw attention to himself. Soon he makes his way towards to the guard, and drops out behind him; the guard turns and sees him.

Goon: Damn!

Spiderman: Hey come on ... language now.

(Spiderman) I need to uphold a particular standard, kids could be watching.

Just then the guard decided to try his luck and run for it, but before he could get 10ft away, the guard suddenly found himself frozen on the spot. This caught the Wall-crawler completely off guard; he hadn't even had a chance to aim his web shooters at the guard. Spiderman walked over and examined him; every muscle was frozen in place except for his eyes, darting this way and that, wondering what had just happened. A thought he and Spiderman shared.

Spiderman: Between you and me ... I was just about to shout "Freeze".

Spidey then heard footsteps heading in his direction; he looks over his shoulder to see the Shadow calmly walking over to him and his frozen prisoner.

Spiderman: How did you...?

Shadow: I have many talents.

With a wave of his hand, the guard was instantly freed. Then as he tried to scurry away, Shadow mysteriously appeared right in front of him within seconds.

Shadow: Arnold Purvis, you have spread nothing but discord, pain and death in your miserable existence.

Goon: What ... What the hell are you?!

Shadow: Your Inquisitor ... Now tell me; where is your employer ... where is Osborn?

Goon: I'm not telling you anything!

Shadow: Your mind is an open book to me Mr Purvis. You don't need words to tell me what I want to know.

In an instant, Spidermans Spidey-sense goes off just as the guard pulls a pistol from his back pocket and points it at Shadow.

Goon: I'LL KILL YOU!

Thanks to his lightning fast reflexes, Spiderman was able to yank the pistol from the guards hand with his webbing and throws it over his shoulder.

Spiderman: Didn't anyone tell you that guns are...?

Before Spiderman could even finish his sentence, Shadow had drawn his pistol and killed the guard with a clean single shot to the head.

Shadow: Your killing days are over Mr Purvis.

Spiderman: DUDE! What did you just do?

Shadow: That man was a parasite on society, he profited on the miserly of the weak and defenceless ... crime must never pay.

Spiderman: And that justifies this? We don't kill bad guys after terrorising them, that's not what heroes do!

Shadow just stared at Spiderman without a hint of emotion on his face.

Shadow: I never said I was a hero. Now come, we must make haste to the Funhouse.

He turns around and walks away, leaving a speechless Spiderman to take one last look at the remains of Purvis before swinging away after Shadow.

A/N: What mystery and mayhem will our heroes face at the funhouse? Hope this chapter turned out well. Feel free to leave comments.

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