Disclaimer: I, UltimateSpiderPool, do not own Marvel or DC comics… so read at your own risk.

(You're re-doing Spidey vs Bats?!)

No! How many times do I have to explain it? That was my test run!

[I get it, you didn't want to screw up the real thing. I was wondering why the last one was so short]

(So… you were just messing with us before?)

You don't need to make it sound so sneaky!

[Your name should be UltimateWeaselPool]

You guys should be happy I'm making a round two, not complaining about it!

[I guess so] (Whatever)

...

(So, you gonna start now?)

Oh… right.

Chapter 10: Spidey vs. Bats Round 2

Peter sat crouched on a stool in the tech lab. He was busy analyzing the webbing that had been destroyed by Batman during their fight earlier. It had been broken down by some sort of acid, Spidey decided to ask Batman about it next time he saw him. That happened sooner than he thought, as said person approached Peter at his station.

"What's up Bats? I was just checking out my webbing. What kind of acid did you use to break it down? I mean, it had to be some pretty strong stuff to get through my webs that easily."

"I've dealt with villains that have almost impenetrable armor, so this fluid I created can break down the chemical structure of almost any kind of metal. Which includes your webbing," Bruce explained. "Although, it wasn't easy to reach my utility belt when wrapped up in whatever that substance is."

Batman looked down at the table to see the devices that Spider-man wore on his wrists.

"Did you make these?" Batman asked, picking up one of them.

"Yup, I call them Web-Shooters. I can't make organic webbing, and you can't be a Spider-man without webs," Peter pointed out.

"How do they work?"

"Well, they're made of an nylon compound consisting of-"

Batman stopped Peter before he went all science-nerdy. "Just the basics."

The vigilante sighed and muttered, "Fine, I won't bore you with all the fun stuff. In short, it's an artificial webbing that reacts when exposed to air."

He held up a small square cylinder and continued, "The web fluid is stored in one of these carriages, which you put into the shooter."

Peter placed the cartridge as instructed, then strapped it to his wrist.

"Also, there is a lever in the palm of my hand that controls the release of webbing. But it requires a specific amount of pressure to activate. This allows me to make fists without setting it off."

The young genius raised his wrist, then pressed two middle fingers to the palm of his hand. Batman watched as the webbing was released and shot to the ceiling. Peter went a step further, and twisted himself upside-down into his signature spider pose.

"Tada! Instant rope swing! Pretty cool right?"

It was indeed cool, but Batman would never admit that to Spidey or anyone else for that matter. Besides, Batman's toys were way cooler, even if none of them could shoot webs.

"That's not why I'm here actually. I want to reassess your skills, or to put it in terms you'll understand, a rematch."

"A rematch, huh? I thought you gave up after that tail-kicking last time," Peter teased.

The man in black simply sighed. "Last time was me taking my frustration out on you. I wasn't actually taking it seriously. Think of it as a preliminary round."

"Call it what you want, I still beat you."

Although, Peter knew that wasn't true. In their previous fight, both of them were just messing around. Only at that last moment, when that killer instinct took over, did they get serious.

"I was holding back because it wasn't exactly the best area to fight. If anything there had been damaged, then we would find ourselves floating a few thousand miles above Earth," the Dark Knight explained.

Oh yeah, I almost forgot that we're in outer space!

Peter waited for a snappy response from his roommate, but to his disappointment, none came.

Batman continued to speak. "So this time, I want a real fight to see what you're made of. Not just a petty argument between rivals."

Spider-man thought the proposal over. Although he did want another crack at Bats, he was also afraid of that thing taking over again. Peter hadn't heard from Other ever since the battle, but he couldn't tell if that voice before was in fact Other, or something completely different. The hero also didn't want to look like a wimp in front of Batman, so there was no other choice.

"You're on! Do you have a rec room or something we can fight in without blowing up the place?"

Batman smirked at Spidey's question and answered, "Or something."

A few moments later…

Spidey's jaw dropped as they entered a room the size of the football field.

"How the heck did you fit this thing in the Watchtower? It's huge!" Peter exclaimed in awe at the sheer size of the place.

"You can't judge how big the Watchtower is just by looking at blueprints of it," Batman said as he walked over to a keypad in the wall.

"Obviously!" Peter jogged over to the nearest wall, and continued the walk until he reached the ceiling.

This time, the rest of the Justice League showed up before the fight began. Martian Man-Hunter had relayed the message to everyone's minds about the second round. Flash once again ran in first, this time with a bag of nachos.

"Do you ever stop eating?"

The speedster swiveled his head around in search of the voice, then looked up to find Spider-man casually standing on the ceiling.

"You're one to talk, Mister Bottomless Pit! While you were "recuperating", you ate all of my snacks!" Flash complained, shoving more nachos in his mouth.

"Don't look at me! Blame my high metabolism!" Peter called down from his view of the room.

During their conversation, the rest of the team had arrived.

"Are you two going to chat all day, or can the show start already?" Asked the impatient archer.

"This isn't for entertainment," Batman informed from his post at the keyboard. "It is solely to test and analyze Spider-man's abilities."

The wall-crawler flipped gracefully from the ceiling, and landed in a crouch in front of the assembly.

"Yeah, it's not like anyone's trying to show off or anything, right Bats?" Peter grinned, casually throwing his arm over his rival's shoulder like they were buddies.

"Right…" Batman replied sarcastically, slowly pushing the annoying arachnid boy away.

"Are you done with your comedy routine yet?" Superman asked in amusement.

"I thought you'd never ask."

Bruce pushed a button on the keypad, causing the sound of movement in the walls. Peter look around in surprise as platforms, cylinder beams, and other structures stared popping up.

"Since both of us function better with objects around us, I thought it best to change the terrain a little," the detective explained.

"I know what I want for Christmas!" Peter said as he took in his surroundings, "Although, I'd have to ask Ant-man to be able to fit it in a box."

"Who is Ant-man?" Questioned the green telepath, having never heard of the hero before.

Get it together, Spidey! Of course no one knows who Ant-man is! You're in another dimension! Maybe I should leave insulting myself to Other… if he ever comes back that is.

"Never mind, forget I said anything," Peter sighed.

"Let's begin," The bat-themed super announced, heading to the center of the room.

"Finally!"

The two opponents faced each other, ready to start at any moment.

"Let's make this a fair fight, so no holding back," Batman ordered.

"If that's how you want to do this, then okay-"

Immediately after the words left Spider-man's mouth, his spider-sense blared. Batman's fists flew towards him at alarming speeds, Spidey barely had time to dodge them, let alone counter attack. It was just as Batman suspected, Spider-man could somehow sense his movements, but this ability was useless unless he could evade them in time.

An idea began forming in Batman's head. He pulled back from his forward attacks, while throwing a small object from his utility belt. Spidey successfully dodged the projectile, but as it hit the floor, smoke exploded and enveloped the vigilante. Spider-man focused on his other senses, unable to rely on his eyes. After a few seconds of silence, his early warning system kicked in, but it sensed objects coming from every direction. Reacting quickly, Spidey leaped up out of the blind zone to avoid the batarangs… that was his mistake. Just as he cleared the smoke screen, Batman brought his boot down onto the back of Spider-man's head. The stunned hero plummeted strait down, and crashed into the floor below.

Groaning from the impact, Peter rolled to the left to avoid another kick to the head. His spider-sense plus the headache didn't help the situation. Peter realized by now that he had grossly underestimated his opponent. Taking the fight more seriously, Spider-man dodged another attack, but shot webs into Batman's eyes as he went along. Taking advantage of his bought time, Peter began attaching separate web lines to the structures above them. When Batman was finally free of the blindfold, Spider-man was nowhere to be seen.

"I'm up here, Sherlock."

Bruce head snapped in the direction of the voice, to find Spidey suspended upside-down in the center of a giant spider web.

"Now it's my turn."

Batman tensed as Spider-man used the web to launch himself in his direction. The wall-crawler's attacks became faster and faster, until all Bruce could catch was a red and black blur. The punches started getting harder to block as Spidey began using the web to his advantage. Every time Batman went on the offensive, Spider-man would retreat to it and attack from a different angle.

I've never seen this fighting style before. It's completely random. Almost as if he's relying on his instincts to defend, while his mind works on how to take me down. Unusual, yet surprisingly effective.

This cycle continued for a while, but they both knew they couldn't keep it up forever.

I need to take out his web if I am to have any chance of ending this.

With that in mind, Batman took a step back and hurled an exploding batarang at the web above. Spider-man instinctively jumped in the projectile's way, and spin-kicked it into the adjacent wall. The explosion ruptured the integrity of a nearby structure, causing it to collapse.

The Flash whistled from the observation deck, "They're really going at it aren't they?"

Wonder Woman nodded, "What would you expect? It is Batman after all; always taking things seriously."

Green Arrow looked down at the timer.

"It's already been over an hour, I thought Bruce would have wrapped this up by now."

"Do not underestimate the kid, he is a lot stronger than he looks. Trust me," Superman replied, remembering from experience.

The intense battle raged on below, as both heroes began to reach their limit. Although both had fought evenly matched, that didn't excuse the fact that they had sustained a considerable amount of damage from each other. Spider-man had a cracked lens plus multiple cuts caused by batarangs and all the other playthings Bats had. Batman's armor was broken in several places, and believe it or not, was beginning to run out of things to throw at Spidey.

If I remember correctly, I should have two ice capsules left. It might just be enough to work, here goes nothing!

Batman used the same method as earlier, aiming his remaining batarangs to come at Spider-man from all sides.

"Again? Are you running out of tricks already?" Spidey panted as he jump up out of the way.

But what he hadn't seen was the two ice capsules fly past him. So Peter was caught completely off guard when he attempted to cling to his web… and found it frozen over! Spider-man's hands and feet slipped from the cold surface, and the vigilante fell. While still in midair, Spidey failed to stop Batman's fist from hitting his face. With that final blow, Spider-man was sent skidding across the hard floor.

It's finally over.

Batman turned away from Spidey to check out the damage to the room. That's when he let his guard down, if only for a split second… but that was all it took.

"Boo."

Realizing his mistake, Batman twisted around to find a webbed fist meet his face.

Just seconds earlier…

"Aww… the show's over!" Barry sighed as he watch Bats punch Spidey across the floor.

He was kind of disappointed, Flash was starting to like this Parker kid. So seeing him get whooped so badly was saddening. The speedster was about to toss his empty nacho bag, but a red and black bur caught his eye.

"Wait… is that Spidey?"

He looked from the teen's earlier position on the floor, to behind Batman.

Wow, he's fast!

The Flash's jaw dropped even lower as he watched the following events in slow-motion. Both heroes had simultaneously hit each other square in the face! Flash leaned so close to the protective glass till he could see his breath. He then pumped his fist into the air as a sign of victory while shouting,

"Booyah! In your face Robin Hood! You owe me twenty bucks!"

Although his celebration was short lived, as he looked back to see both Spider-man and Batman unconscious! The Justice League looked at each other in horror, and then hurried down to the training room to assist their fallen teammates.

[Ha Ha! Told you he'd make it a tie!]

(What?! How did you know?!)

[Cause I know SpiderPool better than you do. Deal with it!]

It's also another cliffhanger.

(Whatever. Your fight scenes still suck!)

They do not!

[Alright, we're so not doing this again]

I told you this was the real fight. The other one was me being a bias Spider-man fan.

[So this one was you being logical?]

Exactly! Of course, there will always be those who say "so-and-so" should have won… but who really cares?

(It still sucked lemons.)

*Sticks out tongue*

[Are you going to bring Other back?]

Of course! What kind of question is that?

[The logical kind]

(Now here's the non-logical question: If your stories are horse phooey, then are you horse phooey?)

I think you're confusing it with "You are what you eat".

(Oh… that explains a lot)

I don't like what you are implying.

(I don't like your face… does that count?)

[NO!] NO!

(Dang it)

I once again have caused myself to pass out. But this chapter was definitely worth it! So again… PSYCH! This was the REAL Spidey vs Bats! The tie should satisfy both Batman and Spider-man fans! You know, unless you've gotta be that difficult person who can't let it go. Love comics and don't forget to review!