Before Mysterio knew it…he knew Spider-Man had entered his realm. But the pacifistic Doctor Otto Octavius warned him anyway, "Mysterio…it appears a rift has opened and it appears a sizeable amount of people are entering at a rate unseen here before."

Mysterio turned to Otto and sneered, "I already know…they won't make it far. I won't let them."

Otto asked, "But what if they do?"

Mysterio reiterated, "They won't. I have supreme power here."

Outside, in the dystopian New York, Spider-Man and a quite massive army of Spiders marched behind him. Spidey then signaled for them to stop and began to speak, "Alright, Spiders. We've made it in without a hitch…I'm sure this should be easy, but be careful. We can't let anything stop us."

But almost as if they were signaled by him saying that, an army of various orcs, trolls, and various other movie-ish beasts were suddenly there.

"Looks like I've walked into the Lord of the Rings reject convention." Spidey quipped. The rest of the Spiders laughed at that quip and Ben Reilly said, "Yeah! These guys couldn't even fit in Troll 2."

The crowd laughed even harder as Anya Corazon joked, "I've seen better special effects in a made for TV special."

The fantasy movie rejects growled in rage and a hologram of Mysterio appeared over his tower, "These aren't special effects anymore! This dimension belongs to me, and I may make anything in my mind real…you will suffer for your insults!"

The beasts gathered their bats, their clubs, their hammers, their axes, and all of their various weapons. Spidey gulped and said, "This might not be as easy as I imagined. Alright, I need a group to follow me, and a group to take care of these things. Let's move it, people!"

The army split up and one half ran into the army of fantasy beasts with all their strength. Mayday got caught up in a crowd of them and one of them began to strangle her. The others came close to beating her up, but a cybernetic Spider-Man came in and blasted the one holding her away, "Thanks, Spider-Borg. That could've turned out ugly."

Spider-Borg wiggled his index finger…the one he had left, anyhow, "It isn't over yet! On your left!"

Mayday turned to her left and punched an orc down to the ground, "Thanks again! I'm still a bit of a rookie."

As more of them were defeated, it seemed like two more took their place. One Spider-Man wondered, "What the heck is going on here?"

Another one wearing the black suit replied, "Must be Mysterio…he's fully concentrating on us. Maybe if someone distracts him, these guys will go away!"

The Spidey agreed, "That's not a bad idea." He yelled up to the holographic Mysterio and said, "Hey Beck! These aren't that great!"

Another one said, "Yeah! These still are easy as your mother."

Mysterio's eyes turned red beneath the bowl and he said, "You dare speak ill of my mother?! Bah! Away with these orcs, I have better plans for you!"

The orcs all gathered into a group and melted against each other into a large Eastern styled dragon that took to the sky. Mysterio laughed, "This will burn you up!"

The dragon swooped down and nearly gobbled down some of the Spiders, but they ducked just in time. 616 Spider-Man looked at the struggling crowd but found salvation when a wormhole opened in the docks. Web-Beard's ship sailed out and began unloading cannon fire at the dragon. The dragon hissed and swooped down at the ship.

This acted as a distraction when Leopardon rose from the water and grabbed the dragon by its skinny little neck and tore it in half. Mysterio smashed his fist against his throne and said, "No! No! You cannot destroy the dragon! Bah, I'll take my focus away from you with other Mysterios."

Suddenly the large stone Mysterio statue began to move from its pedestal and walked over to Leopardon. Piloting it was the group of Mysterios that Beck brought in from other dimensions. Supaidaman saw the walking statue and gasped, "A GIANT GOLEM?! FOR GREAT JUSTICE, I MUST CRUSH THIS STONE BEHEMOTH! LEOPARDON GO!"

Leopardon got in a battle stance and rammed against the golem. The golem was unfazed and it threw a punch at Leopardon, knocking it back but doing little damage in the process. Supaidaman called 616 Spider-Man and said, "I shall keep Mysterio busy so his illusions may not bother you, friend! Best of luck in your journey…in the name of all that is heroic, this beast must not stand!"

Spidey replied, "Good luck my Japanese friend. Thanks for keeping him busy for me."

He then hung up and continued onward, with his army together but then…they were stopped by the Sinister Six-Thousand. Every single one of them were lined up and ready to go. Spidey gulped and said, "Can we…talk about this?"

Venom was seemingly leading the crowd and he replied, "No! The Sinister Six-Thousand will at last destroy your tiny army!"

Spidey then pointed at the six-thousand and commanded, "You leave us no choice then! Spider-Army all-out assault! Leave 'em crying for mommy!"

The armies ran at each other and each said had its losses and victories. Hostess™ Spider-Man was the first to go up, outnumbered but not exactly outwitted as he was against the Rhino and Molten Man. He asked them both, "Want the delicious taste of Hostess™ pie to settle our diffences?"

They both shook their heads and Spidey shook his head, "What a shame. Have some on the house!"

He then pulled pies from his pocket and slammed one into Rhino's mouth and a few onto Molten Man. Molten Man began to screech, "Agh! It's all sticky and melding into me!"

As he was blinded, he ran into the Rhino, tripping him over and knocking down a couple more villains in his wake. Hostess™ Spidey grinned, "Works every time."

Next up were two Spider-Men who had similarities yet differences. One had silver webbing on his costume but the other has the classic black webbing. But a major difference between the two was how the silver-webbed one had more similarities to the classic costume overall with the classic white lenses and design, whereas the other had yellow lenses and a far more radical departure. Most differentiating of all was how their webs were produced, though. One shot them organically, but the other shot them in the much more traditional web shooter.

You may know them as the Sony Spider-Men, played by Tobey Maguire and Andrew Garfield respectively. Garfield Spidey began quite hostile saying, "I'm not sure if I'm too big of a fan of you."

Maguire Spidey shrugged, "It's not about us it's about the fight. Keep your mind focused."

"Alright, alright, mind focused mind focused." The Garfield Spidey replied, "But don't you feel like telling any jokes? Y'know. That's kind of our thing."

Tobey Spidey smiled, "Oh I got a joke alright. Gimme a minute, will ya?"

He leapt above Kraven the Hunter and web yanked his spear away, "Hoo, no wonder you go by the Hunter, because that craven name sure is accurate."

Garfield Spider-Man shook his head, "You do it like this. Hey Krave-Krave, think you could point that large knife at me?"

Kraven growled, "I will do more than point it, I will ram it in!"

"Whoa, this isn't even our first date!" the Garfield Spidey replied as he yanked the knife away and tossed it aside. Maguire Spidey shrugged, "Nah, I think mine was better. Simple but effective word play."

"Yeah, I happen to disagree. But we can agree to disagree and just knock this guy's lights out?" Garfield Spidey suggested. Maguire Spidey obliged, "Why not?"

They both then punched Kraven in the face and then in the stomach, which sent him right to the ground. After that, they proceeded to hi-five each other as a sign of victory.

Silk was fending off various criminals when she was zapped by Electro, "What happened to being faster than lightning, girly?"

She was taken aback by the shock and turned to the electrifying menace, "You got me while I was off guard! Try to catch me now!"

Webs shot from her finger and she ran from Electro…but Electro shocked her once more, which snapped her web and sent her flying. She landed on her face and got back up with her costume and hair a mess. Electro laughed once more, "Looks like you ain't faster than that bug…you just got lucky. There ain't luck here, missy. Bet that comes as a shock to ya."

Silk groaned, "Ugh, that pun was more unbearable than the electricity."

Electro shot another bolt at her, which she narrowly avoided…her hair wasn't so lucky and a lot of it was zapped off, leaving her hair far more shorter than it was before, "I liked that hair, you creep! Then again this doesn't look that bad…"

Electro grinned as he was getting ready to fire another bolt but that's when he was stopped by Mysterio, "Max! Leave the girl…find your other universal counterparts and take down that Leopardon!"

Electro nodded and rose to the air, "My fellow Electros, let's get this show on the road."

Other Electro's began to merge and began siphoning power from each other and formed into a large being of electricity. The new giant Electro laughed and took to the water, and waves began forming around him. Electric filled the water which Supaidaman took immediate notice to, "No! You will not destroy Leopardon with your electric rage!"

The Mysterio statue used this distraction to sock Leopardon in the face, which sent it into a bit of a daze. Supaidaman called out "ROCKETTO PAUNCH!" and the fist of Leopardon went flying and it socked the Mysterio statue in the chest, leaving a large indent. Electro retaliated for him and grappled Leopardon by the neck, leaving him open for the Mysterio statue to begin punching the Leopardon. Supaidaman screamed, "NOOOOOO! LEOPARDON!"

Leopardon reached for its head and used the arc turn on Electro. Electro was clonked in the noggin and taken off guard. Leopardon proceeded to elbow Electro in the gut and send him into the water. Electro vanished and reappeared, "Ha! Don't you know that water acts a current?! I'm invincible!"

Supaidaman was struggling to keep up with the two threats and knew he had to take care of them somehow…but Leopardon may not have been enough. He raised his hands in the air and said, "Leopardon is an invincible machine used for dispensing justice! And justice will be dispensed upon you!"

Leopardon then drew sword vigor and threw it at Electro, and he then blew up…but then reformed, "Like I said…I can be anywhere in this water! You stand no chance!"

He picked the blade back up and holstered it once more. He began to sweat and only know there was one way to handle these foes…there was a feature he never used on Leopardon for he knew, it would bring the end of Leopardon. He began to tear up and said, "I have exhausted all options, only one is left. If Leopardon must go down, then it shall go down…in great justice."

Electro and the Mysterio statue began to yank the Leopardon by its arms and tugged at it. Supaidaman activated Leopardon's secret weapon, which was known as 'the Fatal Blow.' Supaidaman saluted as the insides of the Leopardon began to explode and he stayed inside, "As a captain must fall with his ship, I must go down with Leopardon! Take this you purveyors of evil, take the Leopardon…as the Leopardon takes you with him!"

Electro and the statue stepped back as the Leopardon began to rattle and quake…Electro said, "What the hell is goin' on?!"

Supaidaman then replied, "THE FINAL JUDGEMENT! I WILL NOT ALLOW YOU TO WIN!"

The Leopardon exploded afterwards, taking both the large Electro and statue with it. Takuya was expecting to die with Leopardon, but he was then saved by none other than his rival, Benomu riding on his motorcycle. They landed as Supaidaman looked his rival in his helmet and asked, "Why did you save me?"

Benomu replied, "Because we are rivals…and as such, only I may deliver the final blow that shall take your life."

Supaidaman hopped off his cycle and nodded, "I can respect that…well what are you waiting for? Let's finish this."

As Supaidaman began to fight his rival, Spidey too began to fight with his rival during this whole ordeal...the Superior Spider-Man. The two of them paced around each other in circles until Otto said, "So…are we just going to walk around intimidatingly or are we going to finish this?"

Peter stared Octavius down and balled his fists, "You don't have to do this…you and your team could be a valuable to us. There're bigger things than us here."

Ock readied his claws and dived at Spider-Man, "No! I am superior to you!"

"You say that, but you can't seem to get a grip on what it really means to be a Spider-Man!" Peter replied as he sidestepped Otto. Otto tried to slash him, but Peter ducked beneath the attack and tripped Otto up, "You're an embarrassment and you don't deserve to wear that costume!"

Otto rubbed his head and got back up on his four mechanical legs, "Though you may have me beat in experience, my technology far surpasses yours."

Peter shot four strands of web faster than Ock could comprehend at the four legs and yanked them, tripping Otto up and even snapping them to pieces. Peter shook his head, "Your spider legs need work. They're too spindly to support you in case you fall like that. For a guy so used to building tentacles, you don't have a good grasp on other attachments."

Otto shot a web at Peter's face, but Peter once again avoided the web and grabbed Otto, "Face it Ock. I'm Spider-Man and you're just a crook trying to seem like he's changed. But you haven't change one bi—"

Peter was smacked away by a different Doctor Octopus, this one in his original body, while he was ranting off to Otto. Otto tried to fight this original Doc Ock, but Ock grabbed him with his four arms and said, "I don't even know why I would want to be in that arachnid's body, we all know the octopus is the superior creature."

Ock then tossed the Superior Spider-Man into the ground and into the air, "You're even more pathetic than he is. A worthless worm in a spider's corpse! Why, you're a shame to all Doctor Octopi who exist."

Ock tossed him out like he was yesterday's news and Spidey came back in to deliver a swift blow to Ock's back that knocked him out in one hit, he was still an average human after all, "Some things never change, I guess."

Back with the Sinister Six-Thousand, the Spiders were doing a fine but not all too great job. Miles was actually not so nervous until he heard a car horn…a familiar car horn. It was Maximus and his thugs riding in their Humvee once again. He gulped but realized Maximus could be taken out easily with a venom blast…until he saw not Maximus riding the truck, but Ultimate Scorpion!

The Humvee stopped juuuuuust before hitting Miles and Scorpion stepped out and laughed, "Well, well…looks like we got the squirt right here."

Mile gulped and asked, "Wait…you're not Scorpion."

"Not the dumbass who was in this cool suit, no. It's me, Miles your good friend Maximus. Stole this suit from that passed out creep" Maximus said with a grin visible beneath his mask, "I think it's time for some payback now that we're on even grounds."

Miles was confused, "But the suit was fused to the guy's skin! How did you get it off?"

Maximus explained, "Had to tear it off his back. That hook came in real handy for that job, but I got me a new hook. You like it?"

The tail popped out and pointed itself at Miles. Acid fired from it and Miles flipped away from the deadly liquid, "Watch where you're aiming that!"

He then tried to do the venom blast, but it proved ineffective, "Ain't gonna work this time, boy. I gotcha where I want ya this time."

Miles tried to run, but Scorpion grabbed him by the leg and bashed his head into the ground, "Yeah! Yeah! That's what I'm talkin' about, baby!"

Miles tried to get back up but Scorpion stepped on his back, keeping him down, "No clear words, kiddo? Got nothing to say? Better say something because what you say next are gonna be your last words."

Before Scorpion could even finish Miles, he was tackled to the ground by 1610 Spider-Woman, "Leave him alone, you weirdo!"

Scorpion shoved her off and said, "I don't think so, dollface."

"Wait…you're not that clone." Jess remarked and Maximus confirmed that, "I'm not. You won't be seeing him for a long time if my boys did their job right."

Though he was deranged, Jess still somewhat saw Scorpion as her brother. Her hand went into a fist and she punched Scorpion so hard, his mask cracked right in half. Scorpion was taken aback by this, but the suit protected him very well, "No more one hit knock outs."

His tail swayed close to Spider-Woman, but didn't hit her. Scorpion smacked it and said, "I'm still getting used to it."

Jess used this downtime to sweep Scorpion and webbed up the hole where the acid came out of. She grabbed Miles and ran off. Scorpion got up and chased after her, "Get back here! This ain't over yet!"

The tail came back up and tried to shoot acid, but the web blocked it off. Scorpion stopped and tried to peel the web off, but then the acid popped out right in his face and he screeched. Miles and Jess looked back but not for long. It was quite a gruesome sight and neither were in the mood to see it.

Scorpion's face suffered severe burns, but he tried to crawl after them. He didn't even have lips and the eyelid over his blind eye had been melted over. He screamed, "I'll get you two! If it's the last thing I do, I'll kill you both in yer sleep! You…you can't run…" He working eye shut and he stopped crawling. Whether this'd be the last the two would see of Maximus is unknown…

Mayday herself was struggling with a villain, but this villain was a bit more bizarre than the others. His green slimy skin made him hard to grapple with and his organic tentacles made him even harder to get close to anyway. This villain introduced himself with enthusiasm, "You dare try to face off with the Squid?!"

Mayday stared at his hideous appearance and almost gagged, "Oh dude…what…what are you?"

The Squid sneered, "Did you not hear me? I am…THE SQUID!"

"Gross." Mayday muttered as she charged right at him. The Squid slipped right beneath her and snatched her up with one of his tentacles, "My lack of bones makes it easy for me to slip right out of trouble."

May struggled in his slimy grip, but found it easy to escape due to the slime that made him hard to catch. She shot webs in his eyes…which didn't even stick due to the slime and he laughed, "You're pathetic!"

Mayday sighed and punched him in the face, which seemed to work so she did it again…and again…and again. The Squid fell down with those punches and May just mumbled, "Ugh. Those stains are gonna stay there for days, I swear."

Back with Supaidaman and Benomu, they were still fighting. They seemed to be nearly evenly matched until Benomu leapt away from his rival and got on his motorcycle, "Looks like the tides have turned! Without Leopardon, you have no chance!"

Benomu tried to run Supaidman but Supaidaman swung above the cycle, "Though you may have the technological advantage, I have a greater focus than you! Leopardon will not have died in vain!"

Benomu revved up his cycle and once again tried to run Supaidaman over. Supaidaman retaliated by shooting a web net over the cycle, causing it to stall. Benomu tried to get it worked and when it started back up, he looked around and saw Supaidaman was gone, "Go ahead and run, coward! We will meet again!"

"It is you who will be running when I am done with you!" Supaidaman replied as he web yanked Benomu's scarf. Benomu saw his scarf go flying and he became furious, "No! My scarf! Give that back!"

Takuya began to climb up the side of a building and Benomu's cycle rode up with him, "Give it back!"

Takuya tossed the scarf off the side of the building and shot a web at Benomu's helmet. The villain's vision was blocked and he let go of the motorcycle and fell off, "You have proven yourself, Takuya…I guess you were better than I ever was. Goodbye, dear rival."

Supaidaman looked down at his falling foe and said, "He was too vain for his own good. Maybe on another Earth…we may've been the strongest of allies. But here…we were the strongest of rivals. Farewell, Venom."

Benomu reached his hand out towards his rival and gave one final thumbs up. He struck the ground and his motorcycle soon fell with him. He lied on the ground with that thumbs up finally receding. Takuya swung down to his fallen rival to mourn him.

Meanwhile, 616 Spider-Man was trying to find a way to calm down the crowd of villains and even rioting public. He found one of the floats that Mysterio has parading around town 24/7 and decided to hijack it. He swung at it and kicked off a Mysterio who was sitting on top. Other Mysterios gathered around him and hefneded them off with relative ease.

After that, he yanked another Mysterio out of the driving seat and took control of it. He got on the loudspeaker and began to speak to the masses, "I'm gonna ask us all right now if we really want to do this."

The fighting Spiders and villaisn stooped. One of the villains spoke out, "Yeah! We hate you Spiders!"

"Do you hate us enough to let a mad man like Mysterio lead you all like dogs?" Spidey asked, "He's going to rule your homes and that's going to make any satisfaction you get out of this pointless. Money won't mean a thing in his new order and you all know it. Killing us might be your objective, but you can leave that to when you get back to your home dimensions. Right now, we have bigger problems."

And bigger problems they did have, as the rift between 616 and 13 was now visible in the horizon. The villains noticed this and screamed. They began to run off in different directions, leaving the Spiders alone. Peter hopped out of the float and instructed the Spiders to stay where they are, "Alright, you guys keep guard of the outside. I'll go in alone."

Mayday didn't like the sound of that, "But da—Peter. If you die, then I won't exist!"

Peter shook his head, "You're from another dimension I'll be fine. I won't die and I can't die. When I leave that castle, everything will be back to normal."

Peter swung from building to building until he reached the stone bridge that led to Mysterio's castle. The bridge was made up of different boulders which had nothing holding it together. Peter gathered his mind together and held his breath before letting out a large sigh.

He ran across the bridge and as he did, the bridge began to crumble behind him. He was outrunning it until a serpent rose out from the depths below him and it chased him as he ran across the bridge. He kept on running, but his spider-sense went off at that moment. He leapt above the incoming serpent and as he did, the bridge finally crumbled beneath him. He panicked and shot a web at the serpent, hitching a ride. He leapt off of the beast and landed at the doorstep. The door opened for him and he walked inside.

Mysterio was watching him from all corners, and was awaiting him. Inside the castle was nothing but blankness. Everything was white and it was an empty room…but then Spidey found his way into the next room, and it was filled with pictures of his loved ones. He saw pictures of Mary Jane, Harry Osborn, Aunt May, and many more. He picked one up and as he did, an x appear over that person's face. He dropped the picture and it shattered into nothingness.

There wasn't an exit. He tried to escape, but there was no escape. He knocked on the walls until something finally slid open. He was anxious to walk through it, but he did. It was a movie theater, fitting for Mysterio.

Peter looked around, but was grabbed by something he didn't see. He was strapped into one of the many seats around him and he couldn't break out. A projector started up and the screen lit up. Peter struggled in his constraints, but they wouldn't budge. He looked up at the screen and saw a young-ish looking man at a movie studio talking with a director. He couldn't hear what they were saying, but he could see how dejected the young man looked. He walked out of the studio with a large frown and with rage in his eyes.

It then showed the young man working on something. He was stitching out an outfit, working on animatronics, but most telling of all was a dome he placed on his head. The man in the video was a younger Quentin Beck. But no longer was he Beck, he was Mysterio. It then showed that same studio being engulfed with flames and Mysterio leading the arson.

Soon it showed him pretending to be a hero, which was a trip down memory lane for Peter. After that, it showed Beck being placed in prison, but he was no longer angry. He was quite happy with himself. He broke out once more and again became a thorn in Spider-Man's side. Spidey once again tossed him into jail but this didn't stop Beck.

Then it cut to Peter himself, who looked happy too. Then it showed him having to skip out on friends repeatedly. Once with Harry, once with Mary Jane, but most heartbreakingly, once with Gwen.

It then again to Gwen and Peter…but it wasn't a happy moment. It was Peter as Spider-Man cradling Gwen's no longer living body. Peter tried to break out of his restraints, but they just seemed to get tighter. Again, it cut to Peter looking sad, just sitting on his bad. Each time it cut to that same scene, it just showed Peter looking sadder and sadder. Then he finally heard something, and it was Mysterio's voice, "What a tragedy you turned out to be."

Peter was frothing with anger and he said, "Let me out of here, you coward!"

Beck laughed that off, "Oh please. I'll let you go when you answer me this…why bother?"

"Why bother with what?" Spidey asked. Mysterio replied, "Why bother with Spider-Man? It has brought you nothing but pain…whereas me being Mysterio has brought me nothing but joy. I love being a villain…and you seem to not like being a superhero often."

"It's worth it when I see a person I saved smiling back at me." Peter answered, but Mysterio rose another question, "But is it really worth it when those closest to you suffer?"

Peter hesitated for a moment, giving Mysterio more time to speak, "I have nobody close to me, which makes it easy for what I do. But you are quite different in that regard, you have many loved ones…and many who have come close or have died."

"Don't act like you don't have loved ones. You had a cousin." Peter reminded Beck, but Beck was confused, "What do you mean by had?"

Peter informed him of what he meant, "Maguire Beck, your cousin. She posed as Jack O'Lantern, and according to rumors she was killed by the latest guy to go by that name."

Mysterio became curious, "Why was she Jack O'Lantern, though?"

"To avenge your faked suicide." Peter answered. Beck felt a bit, but not too much guilt, "I hardly knew her anyway. Not like death means a lot to us, now does it? But I think I've had my fun."

The restraints holding Spider-Man in snapped open and Peter rushed out of the seat, "Where are you?!"

Beck laughed, "Good luck finding me…"

Peter looked around the room and there didn't seem to be an exit again. He'd find his way out, though…he'd have to…