DISCLAIMER: I DO NOT own Ultimate Spider-Man or any related characters, Spiderman Noir or Pulp era characters and themes. Everything belongs to Marvel, Disney or Dynamite Entertainment ... apart from the story.

In short; I don't own anything in this story.

This is just for fun.

Enjoy

Chapter 37: Wrath of Ming

Bangalla was lost … due to the overwhelming Mongo forces, there was no choice but to evacuate the island. The moment the order was given, many of Bpaa Thap personnel had abandoned their positions and made way to the several escape routes the Island had prepared; some managed to make their way to the runway and attempted to escape by aerial transports, but the most effective way was to head underground to the hidden docks beneath the islands surface and escape using submersibles.

Bpaa Thap Command Centre – Bangalla – Night

With the rest of the personnel recently evacuated, only President Fury and Moonstar are left in the now deserted command centre, finishing up with some last minute security measures.

President Fury: Have you finished with those data files?

Moonstar: Everything has been downloaded to the drive and activating the purge to the mainframe now.

President Fury: Good, and what about the security system?

Moonstar: Set to automatic … should give us a chance to get out of here.

President Fury: Then we need to get…

He hears the lift right behind them start to open and in a flash, draws his blaster and aims it at the doors just as they open and Iron Fist enters along with Power-Man.

Moonstar: Danny!

She rushes over to her boyfriend and hugs him tightly.

Iron Fist: I'm so glad to see you are safe, but I think it's time for use to leave.

Power-Man: Mr President…

The muscle bound hero walks up to Fury and holds out a Jungle Patrol rifle for him to take that he was carrying on his shoulder.

Power-Man: I've brought you something with a little more kick.

Fury takes the rifle and checks its condition before returning his attention to Power-Man.

President Fury: Thanks kid … now let's hustle people, double time.

Bpaa Thap – Ranger 3 Facility

With the remaining Earth forces giving ground, it allowed enemy forces to start swarming across the entire island. And as for the hidden hanger that the members of the League now occupy, even they knew that it was only a matter of time before they were discovered.

Spiderman: Ok, listen up team. It's not going to take long for the Mongos to find us, and when they do their going to hit us hard. We need to buy as much time as we need for the Ranger 3 to be ready, so we need to get into defensive positions…

Shadow: Hornet, Kato … I want you two at the main entrance with Cloud and myself. Zorro, I need you on perimeter…

As Shadow lays out his plan for the League, Spiderman receives an incoming message on his communicator. When he answers it, he's relived to see that it was Aunt May.

Spiderman: Aunt May, thank god your safe … are you at the evacuation point? Is MJ with you?

Aunt May: "Yeah, she's with me and we're safe … for the moment. Our escort was ambushed, but we both made it into one of the suites in the main compound … Peter, we're trapped in here."

Spiderman: Stay tight, I'm coming to get you both.

Aunt May: Still my hero as always … be quick Peter.

The message ends and Spiderman turns his attention back to see the League had already started to leave to get ready, with only Shadow, Phantom and White Tiger remaining.

Shadow: Spider?

Spiderman: It's my Aunt and MJ, they didn't make it to the evacuation point and now their trapped. I need to go get them.

Phantom: Where are they?

Spiderman: One of the suites of the main compound.

Phantom: That's going to be swarming with Mongos by now … I'm coming with you.

White Tiger: Me too.

Spiderman: No! You're staying here and getting on the ship.

White Tiger: Don't even try to stop me Web-head! I'm going with you so you can shove your overprotective crap up your…!

Spiderman: I'm sorry Tiger…

He nodded to Shadow, who responds with stepping in front of Tiger and waving his hand once across her face. Instantly, Tiger collapses unconscious, but Shadow was quick to grab her before she hit the ground.

Spiderman: Thanks Shadow.

Shadow: Time is short, go get your loved ones … make haste.

In a flash the two heroes left, leaving Shadow to attend to a now sleeping White Tiger.

Elsewhere on the island, a costly battle is being waged; several of the islands heroes and villains whom remained behind to draw the enemy's attention, unfortunately are fighting for their lives against Princess Aura and Lord Null. The ground is already littered with the lifeless remains of Triton, Shocker, Scorpion, Grizzly, Ka-Zar and even Zabu. As the Mongo Princess plunges her bladed staff into the chest of Songbird, she glances over her shoulder to see Lord Null using both his hands to crush the life out of a beaten A-bombs skull. The moment Songbirds body goes limp, Aura pulls her weapon out of her victim and surveys the fallen opponents around her with great disappointment.

Princess Aura: A pity … these warriors do not possess the same spirt as the one I faced before. I dare say I haven't even broken a sweat.

With one last effort, Lord Null crushes A-Bombs skull and holds him up with one hand before letting him drop to the ground.

Lord Null: This one was strong … but talked to much.

As they started walking over the corpses around them, a Mongo trooper hurried over to them before stopping and saluting the princess.

Princess Aura: You may speak.

Mongo Trooper: Your Majesty, We've just received word that the Emperors Reach is about to…

As he was still talking, a vast shadow was cast down around them and the Princess looked up to see her father's flagship dominating over the sky above the entire island. Due to its size, the rest of the fleet she had brought with her had to pull back to allow the humongous vessel to get close enough.

Princess Aura: Correction … he is here.

Bpaa Thap Main Compound – Suite

With the entire facility now overrun with enemy troopers and the possibility of danger around each and every corner, time seemed to stop for MJ and May Parker. The two of them had no clue as to how long they were bunkered down in the suite they took refuge in. Keeping out of sight of any nearby windows and doors, they both kept down and behind the lounge chairs and other furniture they propped up for cover.

May kept her eyes on the suite door, her Mongo rifle readied to take down anyone who entered, while MJ just sits right behind her, struggling to catch her breath and clutching onto the Mongo side-arm in her hand. She quickly looked over to the now dead Mongo trooper lying a few feet away from them and cringes at the memory of her actions which resulted in the trooper's demise.

Suddenly they could hear movement coming from the hallways outside, more troopers conducting another search of the area it seems. May took a deep breath and kept her weapon trained at the door, as MJ got to her knees to do the same thing. Next the heard a commotion taking place outside; blaster fire, loud thuds on the ground and shouting. After a minute there was silence and the door to their suite began to open. May had her finger ready on the trigger, but then she felt a wave of relief as both her nephews entered the room.

Aunt May: Peter! Kit!

Both heroes rushed forward to embrace their loved ones; Peter hugging his Aunt while Kit pulled MJ close to kiss her passionately on the lips.

Spiderman: Aunt May! Are you and MJ ok?

Aunt May: We're fine Peter, I'm just glad you boys got here in time.

The two of them looked over to Phantom and MJ, still kissing, before MJ pulled away and much to the surprise of Peter and May, slapped Phantom in his cheek.

MJ: What the hell took you so long?!

Phantom: Several patrols of enemy troops, aerial surveillance, big scary monsters … take your pick, Red. But first let's get you both out of here.

The group then left the suite and made their way throughout the hallways of the compound, luckily they were able to keep out of sight and avoid any Mongo patrols. Everything was fine until they reached the balcony walkway just above the main entrance. Their escape route was compromised with so many troopers swarming the area outside. Possibly due to the arrival of the colossal Mongo vessel high above them.

Phantom: No good, they'll spot us for sure.

Spiderman: What if we head up?

Phantom: What?

The web-slinger activates his com-link and contacts New Goblin. After a few mocking comments from his former best friend, Spidey was able to convince him to meet them up on the roof of the compound.

Phantom: Are you crazy? I'm not putting Aunt May and MJ in that nut-balls hands.

Spiderman: An air lift is the only chance we have…

Phantom: With that monstrosity up above? We'll get shot down in seconds

Phantom glares at Spidey stubbornly for a moment before groaning in defeat. But just as they were about to move out, MJ stops the pair of them and gestures to the troopers below.

MJ: What are they doing?

Well over what seemed like a hundred Mongo troopers had started moving into positions of single file ranks on opposite sides, leaving room for a pathway towards the compounds entrance. By the time they were all standing at attention, it wasn't long before Spiderman saw a reluctantly familiar face standing beside a black armoured, giant of a man walking down through the pathway.

Spiderman: That's her.

MJ: Who?

Spiderman: The Mongo Princess.

Phantom: Who's the big guy next to her?

Spiderman: No idea.

Without another word, the two heroes had the same thought and activated their armours built in surveillance functions to survey what was happening down below. As the two aliens finally stopped moving, and looked up towards the Emperors Reach, blocking out the sky above them. Suddenly a blinding beam of light had emitted down from the ship above, illuminating the small square foot of space right in front of the pair of Mongo warriors.

Next they saw silhouettes emerging from the beam and they watched as several Honour Guards had emerged to encircle around the beam. These guards looked different from the ones under Auras command, instead they wore thick red capes reaching their feet, and sections of their armour were painted in black with gold pattern decorations. This gave them a more ceremonial look compared to the regular guards.

Suddenly the beam of light disappeared, leaving in its place, one last mysterious figure in a hooded red and gold garment. Even at that moment, Spidey know who he was. He had seen enough, been told enough to piece together who this new figure was and all he could do was mutter a single word to himself.

Spiderman: Ming.

The hoard of Mongo troopers began chanting as the Princess and Lord great their master and he begins leading them walking down the pathway, his guards in toe.

"Hail Ming Hail … Master of the cosmos … Hail Ming Hail … Ruler of the Galaxy"

Princess Aura: I told you I would succeed, father.

Emperor Ming: I did not doubt your skill my daughter, you only required the correct motivation. Even so I am most impressed that you were able to determine the location of their base so quickly.

Princess Aura: The humans that I had captured when assaulting their leader's stronghold. They were unaware that the transports they commandeered when escaping had trackers in place … it led me right to them.

Upon hearing this Spiderman face dropped, it was him, he's the reason they found Bangalla … how could he have been so stupid. As if feeling his cousins piercing stare burning into the side of his head, Spidey looked over to him and saw that Phantom was quietly but menacingly glaring at him. Phantom was clearly trying to hold it together so that he wouldn't attract attention, but is heavy breathing was getting worse and he couldn't help but place his hand across the hilt of his gun.

But before he did something he would regret, MJ placed her hands over his shoulder and hand in an attempt to calm him down. Thankfully this seemed to be working, that was until they heard blaster fire taking place down below and they looked down to see that the Mongo entourage was hit by a surprise attack.

A whole army of Squirrels start engulfing the rest of them, crawling up and into sections of armour and causing mayhem amongst the rank and file. Meanwhile, Agent Venom crashes down amongst the Mongo troops and created a 360 explosion of Venom-like tentacles to knock down several dozens of unsuspecting troops.

The Honour Guards encircle their master and use their staffs to swipe at the earth vermin, just as both the Princess and Null kick and stamp on the critters. As the Emperor watches in minor amusement, he notices Agent Venom charging at full speed right towards him. He throws a lazy arm wave, signalling his guards to intervene so they rush to meet the hero head on. Drawing back to his old college football days, Agent Venom tackles to the ground a few guards but continues to speed towards his target. A guard draws his side arm and begins blasting at Agent Venom, but he effortlessly bobs and weaves to avoid impact, before countering with his shoulder rockets.

As he gets closer to Ming, Princess Aura and Lord Null bloke his path, weapons raised. But before they could strike, Agent Venom uses his symbiotes abilities to launch himself high above them and towards his target. As Agent Venom descending fast towards Ming, fist raised, the Emperor merely raises his hand and stops the hero in mid-air, only feet away from him. While the football star hangs motionlessly, Emperor Ming raises his other hand, causing all the Squirrels in the area to float up into the air, freeing his troops from them. He slowly starts curling his hand into a ball, forcing the Squirrels to cry out in pain.

Emperor Ming: Whoever commands these vermin! Come before me or watch them suffer!

After a moment of silence, Squirrel-Girl emerges from behind some nearby bushes and cautiously walks towards the Mongo horde. As the troops make room for her to get closer, several Honour Guards approach her and grab hold of each arm, dragging her over to beside a now free Agent Venom so they could both kneel before the Master of Mongo.

Emperor Ming: A … child?

Squirrel-Girl: I aint no baby, I'm Squirrel-Girl.

Emperor Ming: Well, your efforts were most … amusing. Perhaps I could use a jester in my court.

Squirrel-Girl: I'd rather be dead than be amusement for a meanie like you!

Emperor Ming: As you wish.

In an instant, Ming curls his hand into a fist and crushes the life out of every one of Squirrel-Girls friends; Tippy Joe, Slippy Pete, Mr Freckle, Nutso and even Monkey Joe all squeaked their last breath as each one fell to the ground … dead. Squirrel-Girl cried out in horror before Lord Null drew his energy blade and drove it right through her back. In a blind rage, Agent Venom broke from his bonds and lashed out at the Emperor. However, Ming easily avoided his clumsy efforts, before grabbing onto Agent Venoms arms.

Emperor Ming: A most intriguing concoction … let's have a closer look.

Ming unleashed his cosmic powers and started to burn away the symbiote bonded to Flash. After minutes of what seemed like pain beyond his comprehension, Agent Venom dropped to his knees, only that the Venom part of him was gone, burned away into dust and leaving only Flash in its place.

Emperor Ming: As I thought … only a man.

He tossed the human away and was about to finish him off, until Flash struggled to his feet and picked up a nearby sword, the same Bangallian sword used by Captain Guran.

Flash: I'm not … giving up … Spidey … wouldn't.

With incredible willpower, he staggered towards Ming, every muscle crying out in agony but that did not deter him. Several of Ming's Guards tried to stand between him and their master, But Ming ordered them to stand aside and let the human approach. Meanwhile, Spiderman desperately wants to go and help his friend, but Phantom constantly holds him back, telling him that he'd put their aunt and MJ in danger if they were discovered. But down below, the Emperor then materialised his own sword out from thing air and stood ready for the human.

Emperor Ming: Brave of you, boy. But I thought you'd have learned your lesson.

Flash: I'm told I'm a little hard headed.

Emperor Ming: Clearly … what is your name?

Flash: Flash Thompson!

He lunges at Ming, blade held high and slashes down at him. But Ming easily parries his attack and they look at each other with crossed blades.

Emperor Ming: … Flash?

The New Warrior broke the lock and continued to swing his sword at the Emperor like an amateur, while Ming is clearly stringing him along, effortlessly parrying and countering every move Flash makes.

Emperor Ming: You have no technique.

Flash continues his attack but Ming quickly counters, making his opponent lose his balance slightly and pushing him to the ground with his free hand. Flash pulls himself up and lunges at Ming, only to have him sides step out of the way and letting him fall back down to the ground.

Emperor Ming: Sloppy.

He watches his young opponent get back to his feet, then turn and charges at Ming. But once again, he sides steps out the way and uses the hilt of his sword to strike Flash in the back as he passed by, knocking him onto his hands and knees. Ming calmly walked round to face Flash, picking up his sword in the process.

Emperor Ming: A pity … with the proper training, you could have been a powerful warrior.

He then brings the two blade up against Flash's neck like a pair of scissors.

Emperor Ming: But you need more than a natural ability to get the better of me.

And in one swift motion, Ming decapitates Flash and lets his corpse collapse to the ground.

Spiderman: NOOOOOO!

Before Phantom could stop him, Spiderman leaps down form their balcony and web-swings his way towards the Mongovians, avoiding their blaster fire in the process. As Spiderman launches his attack, firing web-shots and web-zipping Mongo troops off the ground, the Emperor looks up and notices the group of humans fleeing from their hiding spot above.

Emperor Ming: Lord Null … bring them to me.

Without any hesitation, the Emperors Hammer left his masters side and ran into the compound to pursue his prey. Meanwhile Spiderman is down amongst Mings troops, fighting them groups at a time, throwing them into each other, ensuring them with his webbing before being confronted by Princess Aura once more.

Princess Aura: If it isn't my handsome spider.

Spiderman: If it isn't the Mongo harpy.

Enraged, Aura attacked Spiderman with her staff but he quickly web-yanked a staff out of the hands of a nearby Honour Guard and used it to block her strike. The two of them continue to exchange blows; Spiderman, able to keep up with the princess once more thanks to his Spidey-Sense, while Ming looks on in amusement.

Bpaa Thap Main Compound – Interior

Cursing Spiderman's recklessness as he leads his family to the roof of the compound, Phantom desperately tries to lose their pursuer, unfortunately, Lord Null proves to be a tenacious foe. Every time Phantom tries to fool him by sharply changing directions or tricking him into a dead end, Null was able to quickly pick up on their trail again. As they got closer towards the route up to the roof, Phantom started to get desperate. He drew his guns and started to open fire at the black armoured behemoth, but the impact of his shots didn't even phase his target, let alone slow him down.

When that failed, he took out a small device, about the size of a coin and threw it down on the ground. When they were far enough ahead and Null was in range, the device activated and exploded, collapsing the ground beneath and taking Null with it, leaving a giant hole on the ground where he once stood.

MJ: Bottom floor … kitchen and toiletries.

Phantom: Just get moving.

Main Compound – Roof

It didn't take long for the group to reach their destination. After emerging on the roof, Phantom desperately looked around for any sing of Goblin, but he didn't appear to be anywhere in sight.

Phantom: Damn it! Where is that green psycho?!

New Goblin: Ask for the devil…

The three of them turned round to see New Goblin stepping out from the shadows behind them.

New Goblin: And he shall appear.

He leads them over to where he left his glider and hoped on, allowing both MJ and May to climb up either side of him. But before Phantom could climb on, a section of the roof exploded and Lord Null climbed his way through.

Phantom: Get them out of here!

MJ: KIT!

He drew his twin guns and advanced on Null, firing as he does so. But the black armoured titan just took the hits and closed the distance between them, swinging his sword away while Phantom leaps and rolls out of the way. As he continues to distract the behemoth, Goblin lifts his glider off the ground, struggling to keep it balanced with the extra passengers. But before they could even reach the edge of the roof, Null swung his sword horizontally and unleashed a wave of energy right at them. Before they here home free, the wave clipped the edge of the glider and sent them crashing to the roof edge.

Phantom: NO!

Both Goblin was rendered unconscious from the blast, but MJ and May; both bruised and battered were able to crawl their way from the crash. Phantom rushed over to help her MJ, but before could help his Aunt, Null slashed his sword in front of them, forcing the pair back and into a corner of the roof. As Null advanced towards them, sword raised above his head to strike, but before Phantom could do anything to stop him, he was suddenly propelled backwards and into a wall by an explosion. Next thing they knew, Rocketeer landed right in front of them and dropping his shoulder mounted rocket launcher to the ground.

Rocketeer: Let's go kids!

Phantom: Not without my Aunt!

Aunt May: KIT!

He looks over to his aunt to see her waving her hand at him, signalling him to go.

Aunt May: Go…

Phantom: I can't…

Aunt May: Save yourself and go!

Phantom: No!

Aunt May: I love you, Kit…

Suddenly, Phantom was grabbed by Rocketeer and he lifted both him and MJ off the ground by one hand. But before he left, Rocketeer shouted over to May.

Rocketeer: Take cover!

Then he rocketed away, carrying both Phantom and MJ with him and leaving Aunt May just as Lord Null emerged from the debris of the wall and began walking towards May. But before he could take even a few steps closer when suddenly a barrage of heavy gunfire rained down upon him from behind, knocking him to his knees.

May looked up into the sky to see that it was coming from a S.H.I.E.L.D. fighter jet, piloted by Sarah. Guessing on what was going to happen next, May hurried over to Goblin and pulled him and herself under his glider for protection just as Sarah fired a missile right at Lord Null. The explosion covered a large section of the rooftop as Sarah flew away, but both May and Goblin managed to survive it. Unfortunately, so did Lord Null, and he walked right up to the glider and threw it to one side, glaring down at a terrified May Parker.

Main Compound – Exterior

As Spiderman and Aura fight on while surrounded by her troops, Ming's attention is drawn to the explosion that occurred up on the compound roof and to the rocket man carrying a pair of humans away from the area.

Emperor Ming: Enough.

With a sweep of his hand, his uses his powers to freeze Spiderman on the spot, before he could strike Aura with his fist. Angered by her father's intervention, the Princess turns to face the Emperor.

Princess Aura: Father! What are you doing…?

Emperor Ming: Silence!

Without a word, he raises his arm and points east of him. Aura, knowing her father too well, takes out her visor and scans the direction he was pointing to until she finds the escaping humans in the distance.

Emperor Ming: Follow them and bring them to me.

Reluctantly, Aura obeyed her father's command and left in a nearby Mongo transport to follow her new targets. This leaves Ming to walk up to the still frozen Spiderman.

Emperor Ming: Most … intriguing.

A/N: Comment and Review