Chapter 21:

They had arrived exactly where they had left. In the middle of the street. All around them, fires burned in overturned cars, people ran through the streets screaming. Peter leaped to avoid a thrown car that came his way. A humanoid robot glared at him with red eyes, and raised it's arm, which was a cannon. It would have fired, but three adamantium claws popped through it's chest, disabling it.

"Where the hell have you been?" Wolverine shouted as he tossed the robot aside with ease.

"Long story!" Peter replied over the clamour around them. Wolverine took one glance at Kitty, who was still in Peter's arms, and Peter continued, "She's fine, just a little cut up."

A metal tentacle slammed into wolverine and sent him flying across the street.

"Spider-man!" Doc Ock shouted gleefully, "I was afraid Osborne got to you first!"

"Guess you're just gonna have to kill me yourself, aren't you?" Peter replied before leaping into the air, and landing beside an ambulance and it's crew.

"Take her," he ordered as he set Kitty down on the stretcher, "she's hurt bad."

"No Peter," Kitty argued as she tried to sit up, "I can..."

Kitty, you can barely stand. You need to get to a hospital, now. If worst comes to worst, the hospital will be next. Someone needs to be left to protect the patients. This calmed her down as the paramedics loaded her into the back.

Peter then turned his attention back to the scene unfolding before him. It looked as though every single super-villain was running around, causing mayhem. Peter personally spotted Electro, Sandman, The Wreckers, Juggernaut, Mole-man, and Doombots. High above him, War-machine was trading shots with Iron Monger.

To his left, the Thing wrestled with Venom. And Venom was winning. Peter pulled Venom off with a web line, and smashed him into the side of a building.

"Thanks, bug," said Ben as he picked up a car and hurled it at Rhino.

"No problem!" Peter replied as he kicked a Doombot's head off. "I..." He was tackled by a black figure. The symbiote-controlled Laura Kinney. She pressed her claws into his shoulder, and he grunted in pain. A large hand grabbed her waist and threw her off.

"HULK SMASH!" roared the green giant as he grabbed the rampaging Juggernaut and slammed him into the floor.

A beam of energy struck the ground near Peter's feet. Peter looked up to an adjacent rooftop. There was Norman Osborne, in his armour. In his hand he held the green crystal as it glowed brilliantly.

"Hulk!" peter shouted. Hulk turned to face Peter fully. "Throw me," he said and pointed, "at him." Hulk just smiled wickedly and hurled Peter like a fastball, heading strait for Osborne. He hit an invisible brick wall in mid-flight, and crashed to the ground at Osborne's feet.

Peter spat the blood out of his mouth as he struggled to stand. His leg was broken, and his arm was dislocated.

"You never did know when to give up," Osborne jeered.

"Proportional stubbornness of a spider," Peter coughed.

"Yes, we will have to remedy that," Osborne said as his eyes glowed red. "This ought to do it," he said as lasers shot out of his eyes and hit Peter in the stomach, sending him flying into a wall. Smoke rose from Peter's costume as he stood up again.

"Neat trick," Peter grinned as Osborne scowled and raised his hand. Peter was lifted into the air and felt his windpipe contracting. "Nice one...Darth" was all Peter managed to say before his air began to run out.

Thunk! Captain America's shield struck Osborne from behind, causing him to loose focus and release Peter.

"You dare!" Osborne screamed at the Captain as War-machine landed beside Captain America.

"Yea, he does," said War-machine as he raised one of his missiles and aimed it at Osborne. "Now dodge this."

"I wouldn't do that If I where you," said Osborne with a wicked smile. The door behind him opened, and out stepped the symbiote-controlled Luke Cage, holding a struggling woman.

He was holding Aunt May.

"No!" Peter shouted as he readied himself to attack.

"One more step and I blow her head off," said Osborne as he raised the crystal and pointed it at Aunt May's head. Peter tightened his fist in anger, and let out a small snarl.

"Now that we understand one another," Osborne continued, "I think it's time to see what this gem can really do..."

He clasped it in both hands. Almost instantly, he began to change. His armour fell off as he grew bigger. Two, three, maybe four times as big as Hulk. Osborne's skin glowed a sickly green and horns grew out of the top of his head. His eyes glowed red and his teeth sharpened to points. Spikes formed along the outside of his arms and legs. Then, worst of all, he erupted in red fire, all around his body.

"Yessss!" Osborne hissed as he loomed over all present. With a flick of his wrist, he sent War-machine flying. He thrust out a hand and fire shot out toward Captain America, who blocked it with his shield, but was still sent backwards several feet. He raised his free hand and brought it down on Peter so fast that he had no chance to dodge, only to catch the blow.

"SSSSSKKKKKRRRRRREEEEE-AAAAAAAWWWWWWW!" A streak of gold fire hit Osborne squarely in the chest as Phoenix floated above him.

"YOU!" They both shouted as Osborne propelled himself into the air. Almost simultaneously, they both shot streams of energy at one another. The streams collided in mid-air, and the supersonic impact was so strong that the very building Peter was on began to crumble. He instinctively grabbed Aunt May with a web and shot into the air and to a relatively safe location.

He set her down on the pavement in a nearby alley. She'd been knocked unconscious by the looks of it. Peter put her in the back of his mind as he raced back to the centre of the action.

Phoenix and Osborne were still trading mighty blows in midair. Each strike shook the ground. Osborne's fire glowed even brighter red, and a fiery bird encased Jean entirely.

Phoenix reared back and shot forward as Osborne fired his most powerful beam yet. There was a deafening explosion that sent everyone to their knees as a bright white light encased them.

An odd silence followed. S.H.I.E.L.D agents rounded up the remaining super-villains. All the symbiotes had left their hosts when the sound-wave hit them. Every glass window had been shattered for miles. Osborne had reverted to his normal self, and cackled gleefully where he lay. Captain America had taken the Power gem from him and given it to a high-ranking S.H.I.E.L.D agent.

Peter! Kitty called out.

I'm fine, he replied as he walked back to the alley where he had left the unconscious Aunt May.

What happened? Kitty asked.

Osb...the Patriot had this crystal that gave him new powers. He fought Jean in mid-air. Huge explosion. He continued as he finally reached Aunt May. I can't tell you how much it means for me to hear your voice again, Kitty.

Neither can I, She replied as he crouched down by Aunt May. She was still out cold.

"Aunt May?" he said as he patted her face. She didn't respond. He shook her lightly by the shoulders as Mary-Anne and Francis Barton entered the Alley behind him. Then Peter's heart stopped.

Aunt May's eyes were still open.

He felt for a pulse desperately, to no avail. He double and triple checked. Her skin was cold to his touch, and her glasses where slightly askew.

"No..." he mouthed.

What's wrong? Kitty asked.

"NNNNOOOOOOOOO!" He cried at the top of his lungs as he cradled his Aunt's body close to his heart. Police, Hero and reporters tried to flood the Alley, but where stopped by the imposing figures of Wolverine and Captain America. He just rocked on the spot, praying to god that things could be alright.

WHAT HAPPENED? Kitty shouted in his mind, but in his grief, he did not hear her. He set his Aunt's body down with grace as the object of his thoughts changed. He pushed past the crowd, not bothering to hide his pain. He made his way to a S.H.I.E.L.D prisoner truck.

Peter... Kitty muttered.

He approached the truck's only occupant. Norman Osborne sat in the truck, laughing manically. He laughed even louder when he saw Peter approaching him.

"Lost something?" Osborne cackled.

What are you doing...?

Peter placed both hands on either side of Osborne's face and looked at him strait in the eyes.

PETER DON'T! Kitty screamed as Peter jerked his hands.

Crack!

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Please don't hate me.

And don't worry. More mischief and mayhem to come