Disclaimer: I do not own ultimate spider-man or other marvel characters they are owned by Marvel comics and Disney productions.

It was dark outside. The street lights were just coming on and Peter was racing down the alley way pulling a mask over his head. His heart was racing and his blood was boiling all he could think about was revenge. Uncle Ben was gone and all he wanted right now was to finish the man who took him away.

He jumped into a full web swing following the speeding police cruisers towards the old iron works district where uncle Bens car was now parked on top of a fire hydrant with water raining down and flooding the side walk as the cruisers rolled up and stopped beside it but Spider-man swung to the roof and crawled in through the vents. The man inside fired outside at the surrounding police offers he was still clutching the money when Spider-man dropped down beside him, his white reflective lenses shone brightly through the darkness casting a hauntingly bright white stare.

"What the hell are you freak?" The gunman shrieked before firing 3 bullets into the shadows at Spider-man but the bullets seem to pass through him.

A web glob shot out of the dark encasing the gunman's hand "you feel that chill creeping up the back of your spine, making your hair stand up and making your knees shake?" Spider-man hissed in a cold lifeless tone "that's the fear that comes when you know your sins are about to catch up to you!"

The gunman picked up a piece of metal and swung it at Spider-man who easily took it from him and kicked him through the decrepit wall. The gunman was now shuffling away from Spider-man the unmistakable expression of fear molded to his face. He truly believed he was going to die tonight "look man we can make a deal just give me a chance!" he pleaded.

"A chance?" Spider-man scoffed "like how you gave my uncle a chance?" Spider-man grabbed him and pulled him off the ground so his feet were dangling above the ground "give me a reason why I shouldn't finish you right here!"

The mood of the room changed and Peter was suddenly aware of what was going on around him it was like he waking up from a lucid dream. "I've been here before, the night Uncle Ben died" he audibly told himself as he looked into the terrified eyes of the man in his grasp. "How is this an inner evil? I've taken uncle bens death and used it to become a hero"

"Did you really?" came a familiar bone chilling voice of Arrow as she emerged from the shadows "because from what I remember and remember I am a part of you just less…diluted. I remember this scene playing out differently how that symbol came to represent vengeance"

Peter took a step back and let the scene play out. He remembered leaving this creep strung up in a web cocoon but what played out was a painful recollection, the shadow of Spider-man then threw the gunman backwards stumbling across the floor crashing through the boarded up window. The man's screams filled the air until they came to a sudden stop at the foot of an army of police officers.

"You see he died that night by your hands…you're no hero Peter Parker you're a murder and you dishonour your uncle by wearing that suit" Arrow laughed.

Peter started shaking his head "no. no I spared him I made Uncle Ben proud that night!" he protested

"This is your memory Peter you killed him! You took a life broke your own rule and out of remorse and delusions you swore to save lives in my name you live a lie when you dawn that mask Peter" Peter wheeled around to face a shadow cast of his uncle ben only uncle Ben was distorted by shadows of torment.

Peter stared at his uncle in a flurry of mixed emotions "u…Uncle Ben?" he whimpered "I miss you"

"How many times are you going to lie to yourself Peter?" Uncle Ben asked "you lied to me about where you were that night, had I not been waiting for you outside that library I would still be here and everything that followed would never have happened. Your aunt May would have been at risk, Norman would have never been turned into the goblin pushing Harry to follow after his death leading to his. Do you not see the pattern Peter? Anybody you let close to you ends up dead. How long before your aunt or your friends join us?" Uncle Ben asked.

"Us?" Peter whimpered.

"Yeah pal us!" Harry Osborn stepped out from the shadows "the people you sent here, we were best friends and you killed me! After you took my father from me. Best friends! And you betrayed me!" Harry shouted.

"You threatened M.J and Ava our friend! My girlfriend you went too far to be saved Harry. You followed your father right into the grave! I tried to save you Harry but you refused my help" Peter snapped back striking Harry with his full strength knocking him through the window bringing a very creepy smile to Arrows face.

"You see? Despite all your good intentions in the end you kill those closest to you" she whispered in his ear, her breath was cold as ice and it froze his spine like a numbing venom. Peter's eyes became heavy, his body felt like a bag of wet sand and his legs gave out. He looked up at Arrow and Uncle Ben from the floor when a third shadow appeared in the room…the shadow of George Stacy.

"Your naïve beliefs in finding the good in everyone is just another mask you wear to hide your guilt and in that failed attempt your incarnated evil took me away from my wife and kids how is that hero quality? Face it boy you bring nothing but death and destruction to those you claim to care about. Your own brother paid the price once to" Captain Stacy said.

Peter forced his eyes closed and tried with all his might to drown out their voices but it didn't work their voices kept repeating and cutting into him, try as he might he couldn't help but feel there was truth to their words and the memory of what he did the night uncle Ben died felt so surreal reminiscent of the time he was poisoned last Christmas.

Peter slowly forced himself up on to his feet, barely able to stand on his own two feet he staggered back against the wall "I couldn't save you two. But I've owned those losses and used them to help others I have lived based on your final words to me with great power comes great responsibility. I have used those words to remind myself of why I do what I do even when all odds say I should just give in!" he shouted. Peter had enough of these false shadows summoning what strength he could muster he slammed his back against the window falling into what he believed to be the alley but much to his dismay it was the deck the deck of Goblins hell-carrier surrounded by his goblinized teammates.


Meanwhile in the real world Shield extraction teams had begun wheeling the solidified Charlie Weirdermen on board one of the drop ships whilst Johnny and Iceman sat outside the training room. There was no sign of Spider-man at the battle ground and his communicator wasn't online. "Can you believe this?" Johnny sighed "Fury has us sitting on the sidelines, our team leader is AWOL, May and Coulson get attacked and the predator pack gets to go upstate how fair this is?"

"It's not" Bobby replied "but you know Fury isn't as fond of us as he is his team"

"Maybe we should just go our separate ways" Johnny mumbled crossing his arms and leaning against the wall.


Meanwhile as Spider-man remained unconscious at the Stark testing facilities Arrow had proceeded to web him down trapping him in a dark isolated warehouse and removed his mask exposing his dazed and distant eyes.

"Destroying you to allow myself a longer life with more power almost seems poetic, your first death gave me life and now your permanent death gives me eternal life" she laughed.

Unknown to Arrow Spider-man's fingers began twitching within the confines of the webbing, he was slowly regaining consciousness.

Goblin Tiger dug her claws deep into Peter's chest savouring the feeling of taking down her enemy. "You're alone web head haven't you noticed that we turn against you at the drop of a hat? We hate you! We despised that Fury stuck you with us!" goblin Tiger hissed and dug her claws deeper her face was inches from his "I never loved you and you will see it soon enough…I'll leave you and break you with no remorse"

Her words echoed in his ears despite his exhaustion from fighting off the others tiger's threat was like hitting a recharge button, in an almost robotic motion his hand sprang up from the floor clasping around her wrist and his left hand shot up driving a stinger like spike through her heart.

"I might not be the hero I thought I was! But I will be the hero I can be, I saved my team and the city this day and no dark shadow can tell me different especially when you try to impersonate a woman I know better than anybody else! Ava is the first one to tell me when I screw up or when I've done the right thing no matter what and I remember exactly how this played out. One of my greatest failures was letting my team come to harm but it was also my greatest test and I passed" he snapped.

Spider-man awoke in a panic to find Arrow skewed by a stinger extending from the confines of the webbing sealing him her face frozen in shock by his spontaneous action. Her blood flowed from the hole where her heart used to be down the stinger and trickled across his hand as Spider-man looked into Arrows eyes he felt nothing but anger towards her "my death gave you life everything I am you're not I exist therefore you can't" he whispered coldly pulling the stinger from her body.

Arrow fell to the ground gazing into the amber eyes of the spider within Peter Parker and she smiled "we are one, they will come for you" she laughed as she hit the ground still smiling in her silver medal triumph she may not be the one to kill him but she was the one to corrupt him. Arrow was dead and Spider-man came back to his human side senses only to see what he had done and the stinger extending from his wrist

"What the…what the hell is that?" he shrieked before wildly flailing his arm trying to shake the stinger away "some kind of stinger? Spiders don't have stingers!" after a few seconds the stinger retracted leaving Spider-man a little more shaken up and wondering what was going on with him. But one thing he knew for sure Madam Web said Arrow was his dark reflection and his second trail was to conquer her yet he failed, she pushed him across that line he took another life even if it was a fragment of his cursed life.


Arrow is gone! but her demise has its price, Spider-man has had a revelation about his past and its effect for his future and a discovery of his new stingers just how much has the web head evolved without his knowing?

has he failed his second trial by taking Arrows life? Madam web was unclear of how their encounter was to play out.

Johnny and Bobby are feeling mistreated at SHIELD and are considering walking away...will they?

still to come:

Daken master of emotion manipulation: the predator pack duels with Daken but an ability of his tricks Tigers heart into believing it may not belong to the right man.

broken homes: the ultimate's disband and move out. in the after math of Arrows death Peter acquires a mutated sample from doc Connors to cure a dying friend.

the dark spider: abandoned and alone Peter takes an offer of a dark sorcerer, 48 hours without his soul in exchange for a power he never imagined.

hunted: Morlun comes to earth hunting for the Spider-man of this realm.

thank you everyone who has read followed favourite this story.

reviews, comments and suggestions are always appreciated and welcomed thank you for reading. hope you enjoy future chapters.

(Earth 311: year: 1602)

A young Peter Parquagh sat beside Marion Watson from the balcony seat of the globe theatre. It seemed like a calm day no riots, Norman Osborn was facing his sentence for his crimes in colony today was just going right for once.

The final act was now in session when a familiar tingle brought an end to his serenity "Marion we need to leave now" he urged pulling the beautiful red head to her feet and rushing her to the doors.

"Peter what's gotten into you?" Marion asked, but no sooner did she ask did a man appear on stage. A man in black attire with lifeless red eyes and long silver hair held up by a pony tail.

"I seek the Spider" he calmly announced, Morlun appeared hunting another Spider-man and his presence sent the theatre into a frenzy until the Spider swung down to the center stage.

"I am the spider you seek" the spider replied. Without hesitation he attacked striking Morlun in the face but a different result took place, the spiders hand cracked and shattered like glass breaking every bone in his hand. The spider clutched his hand in pain, he had enhanced bone density capable of handling great extents of damage but one hit to this creatures face shattered every bone in his hand.

Morlun simply stared at him with a disappointed scowl "so reluctant to do this the easy way and yet none of you put up much of a challenge" with an open palm Morlun back handed the spider like he was swatting a fly but there was such force in that one motion the spider crashed through center stage support Colom into the wall on the far side.

A new level of pain shot through the Spiders body originating from his now surely broken rib cage, he had never been hit so hard with so little effort before in his life but this monster was inhuman with god like abilities. Morlun slowly approached his crumpled body grasping him by the throat and repeatedly slammed him from the wall to the floor and back again several times before leaving the Spider crippled and broken in a heap on the stage floor. "A fitting end, center stage for your final performance" Morlun taunted as he grabbed another support beam causing the theater to shake and rumble over their heads.

Spider laid there choking on his own blood drowning behind his mask unable to see what Morlun was doing behind him, it wasn't until he felt a devastating blow crash down through his spine and stomach. A blood curdling scream rang out through the theater as debris began falling around them Morlun pulled the pillar from his body and sunk his teeth into the spiders body "it's nothing personal but I need to feed to survive and for that all your kind will have to die" he whispered into the spiders ear.