A/N: Hello, I hope you like this chapter and will continue reading.

Disclaimer: I do not own Ultimate Spider-Man or its characters.


Chapter Twelve: Dream Land Mayhem

Peter's POV

When I woke up I smelled something odd and I didn't like it, I smelled it in the city when I was fighting to, it was mildew and that's similar to the smell of a False God which I can tell isn't good. I started my morning routine and realized I had extra limbs and I knew that this is what the bad thing is, I walked out of the bathroom and looked in the mirror.

My aunt May walked into my room and I didn't hide my extra limbs because this is just an odd day right now, I turned around and saw aunt May had a spider for a face and I knew this had to be a Nightmare. Danny came in not long after and I knew this was a nightmare when he pulled me out of it by punching me through my bedroom wall.

I woke up on my desk and thanked Danny for saving me from not waking up, he was surprised I noticed it was his doing when he should've known that I notice things like that. He explained what he did when I asked and I wasn't surprised since I figured he did something like that with what I smell on him, it's something similar to sugar however it's different because it's a similar smell to dream dust.

I went over to Sam and checked if he really was that knocked out and I noticed he smelled of something, something I know Danny knows more about than me right now, because of this I asked him what happened. We changed our clothes and I took him on a ride with my Spider Cycle so he can get where he wants to go faster which I'm going to really enjoy later because I know where he intends to go for help.

"The supernatural right Iron Fist?" I asked when he said to expand my mind, I activated the web shooters on the bike so I can get on the buildings easier so I won't run into the people. Iron Fist explained what training he had and I figured as much with how he woke me up, I heard about this a lot when I was a puppy from a few video feeds held on Doctor Strange and those of Kun Lun.

I cycled across Jameson and I felt bad for the man since he really needs to get a life to not be so obsessive over something like that, I mean seriously he shouldn't hate me so much that he has nightmares about me. "What were you saying before about magic?" I asked him when I connected a web from building to building to get around.

"I do believe in magic Iron Fist but I don't really like it so much anymore so can you not talk about it?" I asked remembering the times that Uncle Ben did it before he died. "Doctor Strange is the name I like to call him not that name, as soon as he tells me to call him that I will call him that" I said and he seemed surprised.

I was standing in front of Doctor Strange's house and it was really cool, I can see past what it was cloaked to look like and walked inside with Danny who seemed surprised I didn't walk into a gargoyle that was on a post outside. "Why does he have so many cursed and magical objects on display?" I asked when we walked in and I saw all of the podiums.

"Hello Doctor Strange" I said when he laid a hand on my shoulder after I closed a box I accidently knocked over, I caught it before it could break though. "Please don't touch anything else" he told me and I nodded before he said to call him Sorcerer Supreme which I decided to do when he wanted me to.

He waved his hand in front of my body and I felt purple aura surrounding me and it surprised him apparently "if you can read minds read my first and second thought, first if you don't trust me second if you do" I said and he nodded before I let him see my life as Cerberus, what I did that caused all of this and then when I joined SHIELD. For some reason Danny thought I didn't believe that he got it right but I was only surprised he didn't tell him that I was and still am Cerberus, someone who shouldn't actually be that trusted but he did trust me for some reason.

"I really hate Nightmare" I said accidently growling the word 'Nightmare' which concerned Danny apparently, I walked over to the throne that was odd to me and I figured it was his from how strange it looked. I didn't sit in it since that would be rude and I don't want to do that to someone who didn't tell Danny about who I am.

"You were chosen for a reason Spider-Man that is why I trust you, you have done no wrong yet and I intend to keep that trust until you prove me wrong" he told me and I stayed quiet since I figured that's what he wants me to do. He called out his eye and decided to bring us to the Dream Dimension which is stupid because he'll be weak there with the little people who are actually dreaming right now.

I know I'm supposed to stay on the path but I am worried about the faint scent of trees because that's Ava's smell "I'm worried about something" I said when Sorcerer Supreme said to stay on the path. "We need to defeat Nightmare" I said clenching my fists when I saw what the dream is doing to Ava and Doctor Strange agreed when he was standing behind me.

Seeing Sam's dream made me stifle a laugh since being scared of bunnies is funny somehow, a fear is an illusion if you can beat those or at least find a way to deal with it than they're noting more than objects. "I won't stop believing in magic since that's what I promised Uncle Ben but it doesn't mean I'm going to start using it again" I said and Doctor Strange nodded making me smile under my mask.

I smelled something a few seconds before a voice was heard and I had to cover my nose because it reeked that much, it was a mix of every demonic smell and it made me gag. Mildew, rotten eggs, burning wire, different types of flesh (rotting, burning, decaying, etc.), pollution, mold, compost, and poisonous metal is what it smelled like except it was all mixed together.

I really wanted to wake up hoping it was a dream but knowing that a demon like this, an actual demon, is something I can't run away from not after last time when I left the gate. Doctor Strange casted a chain spell which was stupid because he's weakened here compared to Nightmare who's gaining power the more the others are asleep.

Nightmare called out Dreamons and I really wanted to do something about them but I can't really do so in this body, they were considered a lot more powerful in Perdition but they are still annoying without the power they had down there. "Know that Danny, when you die in a dream or nightmare it's always the same your mind collapses and you never wake back up" I said when he was about to warn me about the consequences of losing in the dream world.

"Funny is not what you're meant for Nightmare" I said and shot Nightmare's horse since I know it won't work on him with his cloak which annoys me to no end. Nightmare changed his trapped horse to a giant spider which is so cliché in my opinion that he would use a common fear as a minion right now.

I tried to give him ideas and he just said brute force alone can't beat him and I knew that but he hasn't done anything to me to actually help defeat him "you say we have to stick together and that it was a bad idea that I was brought here but Iron Fist is the only one not here" I said and he seemed surprised for a moment. I smelled the faint scent of fresh snow and incense so I knew Danny was in the world of nightmares so I looked around and saw a Chinese or Japanese styled gate opened on the trail.

I walked in telling Doctor Strange I was going off with Danny since we are the only ones that are supposed to have fears since he doesn't have the luxury of having fears, he was worried about me going off but I could tell it wasn't because he distrusts me. "I know this is your home Iron Fist but you can't stray, this is Nightmare's realm, in some nightmares it is hard to control your own actions" I said but he just kept walking.

"Are that caught up in Shao Loa that you want to agree that you lost the ability to keep the powers you earned?" I asked Danny who was beginning to think out loud that he doesn't deserve the Iron Fist. I tried getting to him but it wasn't working since I was blown out of the nightmare and brought back to Doctor Strange which I don't mind but I'm worried about Danny.

I liked the fact that he was holding his own until I noticed that he was losing his powers very slowly, I tried encouraging him but it wasn't enough to help him because he was losing it faster than before. "I never said there was no magic I just don't want to try using it again after Uncle Ben died" I said when Nightmare asked me if there was any magic.

I shot a web at Doctor Strange's back and pulled him from the blast which was worrying me when he changed from Doctor Strange to Dr. Stephen Vincent Strange which wasn't good. "You said you had no fears Doctor I knew from the beginning that was a lie from how you worded it but come on you'll lose the people you're supposed to protect if you let that fear control you" I said as I tried fighting the demon off by myself.

I was punched through a lot of doors and it hurt from the pain I felt by my shoulder blades, it wasn't fun seeing that he was making fun of Danny and the Doctor either. "Take your best shot Nightmare you won't do much damage" I said giving him an idea and I didn't like it when he started using Uncle Ben as a way to scare me either.

I started conversing with him instead of what Nightmare intended "hey ya Pete, still dreamin' huh?" he asked me taking my mask off which made me smile. "Half right, it's good to see you" I said and he nodded messing up my hair even more with his hand, it was behind my ear so I liked it how he messed with it.

"This isn't his greatest failure, who are you anyway?" he asked Nightmare and I smiled at him before turning around "I live with my fears every day, my greatest failure is something no one will understand and you won't understand me or my Uncle Ben if you think I'm scared of what happened to him" I said mad at the demon. "I deal with my fears every day as Spider-Man so this is nothing but a dream come true to me, I became Spider-Man because of him" I said and it shocked Nightmare when I spoke about how I deal with my fears.

I shot my webs at him and pulled him into my house which was fun, I walked up to Uncle Ben and he gave me back my mask which I put on before thanking him and telling him that I missed him. He encouraged me and I was happy, it gave me more courage than anything, Tony and my family are the only ones who give me this much courage.

I could see what was Nightmare's nightmare and it was a memory for me that was hard to forget, it was the day that I showed them who I really was, that nightmare was of me losing control and killing them. They told me that day that I was still their nephew and that they still loved me because I have yet to show them how cruel of a demon I really am.

When I told Nightmare what his fear was he screamed and I smelled Pine after shave and dream dust which means Doctor Strange is about to make an appearance, two seconds later he did just that. A mic came down and I decided to have some fun with it, just a nightmare resounded everywhere and I can tell that's what everyone heard before they woke up and after to.

I smelled fresh snow and incense from my right and knew it was Danny so I was glad it woke him from that depressing nightmare he was having, when I complimented his entrance he said he was thankful that I believed in him. We were back at his home and I was thankful "thank you for not telling him Sorcerer Supreme" I said when he walked to put the box on the podium.

"You gave me no reason to Spider-Man, you have enough of a hard time dealing with the burden as it is" he told me and I nodded when he set the box on the podium. He told us that we had to get back to school and I thanked him for reminding us because I have something planned for Sam for always not listening when I give advice that would save him from all the head injuries he's suffered so far.


A/N: Hello, I finished writing this on my computer at 3:04 P.M. on June 22, 2016. My favorite heroes in order are Spider-Man and I think Doctor Strange and Iron-Man are tied for second either that or they're all tied for first. As usual I'm not listening to my parent when they tell me to go to sleep. I hope you like this chapter and will continue reading, I'll see you on Friday.