Disclaimer: I do not own any characters from Marvel; all rights belong to their respective owners.

Chapter 54

Shathra Part 2


Unknown Location

Peter awoke with a start before shooting up in bed. He immediately regretted the action as he felt his body ache all over. He looked down at his side to see his side was stitched up and bandaged. The rest of his body was similarly wrapped as he sported several bandages around his body, reaching from his arms to his legs.

"W-what the Hell?" he muttered as he took a look around the room he was in. The room was dark and hot with several beams of light spilling in through cracks in the ceiling. He groaned as he felt pain shoot up his side. He looked down at his stitched side and realized that it stretched from his hip to the top of his stomach.

He looked around the room again and saw a door. He slowly, painfully, dragged himself out of the bed and moved towards the door. He fell halfway through the room as his legs gave way. He hit the ground hard, grunting in pain.

He heard the shuffle of footsteps from outside the room and the door opened to allow two African women into the room. Peter looked up at the two and saw worried looks on their faces.

The older woman turned to the younger of the two and spoke in a language unknown to Peter. The younger of the women ran from the room, shouting something Peter couldn't understand.

The older woman tried to help Peter, but the confused teen backed away from her, despite the pain in his side. The woman apparently decided that she needed more help as she shouted something.

Peter backed up until his back hit the wall. He did his best to stand but found his legs felt like jello. The woman heard another voice and backed away from the teen as Kraven walked into the room.

The large Russian wore dark green cargos tucked into thick combat boots while a lion-skin vest rested on his bare chest. On his back was the same crossbow he used to down Shathra.

"K-Kraven?" Peter muttered as he shielded his eyes from the sunlight bursting in through the door. Kraven turned to the woman before speaking in the same language she did. The woman nodded and left the room.

Kraven offered his hand to Peter who took it. "Kraven…where the Hell am I—whoa!" Peter's knees buckled again and Kraven caught.

"Just hold on." He said before putting the teen's arm over his shoulder. He helped the boy to stand before walking out of the room. The two walked out of the room and into the light. Peter used his hand to block the sun as it blinded him.

"Gah!" he grunted before Kraven led him beneath a more shaded area. He set the injured teen down so the boy could look at his surroundings. Peter's eyes widened as he saw the massive camp.

Various workers were situated around the area, fixing up Humvees, getting water, and managing weapons. Another thing peter noticed was that almost all of them were African Americans.

A man came up to Kraven before speaking the same language as before, and once again, Peter had no idea what he was saying. Kraven responded to the man before pointing towards one of the tents in the middle of the camp.

"Kraven…where are we? What language is that?"

Kraven turned to his ward before taking out a canister from his belt. He gave the flask to Peter who opened it. The smell that bombarded him was terrible.

"Gah…what is this?' he asked.

"That is the tribes special brew. Now drink it." Kraven ordered.

"I'd rather have some water if it's all the same to you."

"Water alone won't help you regain your strength. Now drink it." The Russian ordered more sternly. Peter looked at the flask before taking a swig. His face contorted into one of disgust but he swallowed it.

"Gak! What did they put in that?! Feces?!"

"It's a tribal remedy for restoring strength and vitality to their wounded. Do not speak ill of it. If not for this you'd probably be dead." Kraven said as he took the flask back. "The people here saved you."

"And where exactly is 'here'?" Peter asked as he looked around the area. He noticed at the edge of the camp was a massive temple that stood several stories tall. The entire structure seemed worn and decrepit as trees and plants grew on the cracked stone steps and walls.

"We're in Africa. As for the language, that was Swahili." Kraven said. Peter looked around the area to see several camp-members hefting large crates of ammo out of jeeps and into a certain tent. Kraven followed his gaze and saw the men.

"They are mercenaries." Kraven said. "My colleague hired them in case things went south. But most of them originate from the town that once surrounded this temple. They'll defend it with their last breath."

"Defend it? From what?"

"Shathra." Kraven said. Peter's blood froze as he heard that name. The monster that nearly killed him came careening through his thoughts. "She will not get you here." Kraven assured him. "The temple here is interfering with her ability to locate you."

"But she can smell me!"

"Not from this distance. And the temple has powerful magics at work. It's a fixture for the Web of Life, and a base for its champion."

"Web of Life? What the Hell? How do you know about that?" Peter asked.

"The web of life is a force of nature that keeps balance in the universe. It chooses champions to defend and act as its enforcers, sometimes without them even knowing it. The man who saved me from the darkness was one such man. He descended from a family whose duty was to protect their kingdom and the people inside it. But the totem they bore was that of the panther. A hunter, and a keeper of order and balance."

"Kraven…you're sounding like a crazy old lady I know." Peter said.

"Cassandra Webb is many things, not all of them good. But she is not crazy. She is the speaker of the web. Its eyes and ears."

"Whoa whoa whoa! You know Webb?"

"Dah. I met her a long time ago. And while she isn't a pleasant, she is necessary." Kraven turned his head to look at the temple.

"I'm sure you felt it in the fight with Shathra. A desire. A primal desire. To fight, to kill." Peter hung his head in shame. "Do not feel ashamed, Tovarish. The primal drive is something few can overcome. I myself fell prey to it when I was younger."

"Let me guess, you're a lion, right?" Peter muttered sarcastically. Kraven chuckled before shaking his head.

"No. The Lion is a sentimental symbol. My totem is the Grim Hunter. The balancer of the totems. If one acts out of line, or threatens the great web, it is my duty to intervene."

"Like with Shathra?"

"Dah."

"What is she?" Peter asked. "She was…she was unlike anything I'd ever fought. I was scared Kraven…I thought I was going to die."

Kraven kneeled down next to the boy and placed a comforting hand on his shoulder. "She is what we will become if we don't harness the totem. If we don't tame its power. She is the spider-wasp. A creature that has surrendered to the primal instincts of the totem. And now she feed on others for survival."

"How did we get away?"

"You don't remember?" Kraven asked. Peter shook his head. "Your friends saved us. They brought us to the JFK airport and we flew from there."

"Friends?" Peter asked. Kraven helped the teen to stand. By now his legs had healed from Shathra's poison and he could actually move under his own power. Kraven led the Peter to another tent with its flap partially opened.

Peter walked into the temporary lodging to find two people he never thought he'd see again.

"Cloak?! Dagger?!" Sitting on their cots were the two super-powered lovers as they were dressed in rather plain clothes befitting the hot climate.

"Sup, Spidey." Dagger said with a wave while Cloak gave him a nod. Peter looked between the two before looking back at Kraven. The Russian shrugged.

"W-what's up? What are you doing here?!" Peter shouted

The Cloak and Dagger glanced at each other before turning to Peter. Cloak decided to be the one to answer. "We saved your but and got a free trip. It was a win-win."

"No! Why'd you save me?" Peter asked.

"You were in trouble, duh." Dagger said. "I thought you'd understand that. You do have the whole dark brooding hero-thing going for you."

"But how'd you know I was in trouble?"

"Dude. You were running from a monster and were bleeding all over our alley. It was kinda easy to see ya needed help." Cloak muttered matter-of-factly.

"They saved your life." Kraven added. "I couldn't have guaranteed that we'd have survived our encounter with Shathra had they not intervened."

"Speaking of which, what was that thing?" Dagger asked, taking a swig of water. Peter looked at Kraven and then back to his rescuers.

"She was after me." He said with finality. The two super-teens glanced at each other before looking back to Peter. They waited for him to say anything else but when he didn't Dagger spoke.

"Is that it? Because we could tell that from the alley. Did ya kick her ass or throw her in jail? What's the story?"

"The story is she's a monster that literally wants to eat me."

Cloak raised his hand as if to ask a question. "Uh…when you say eat you…do you mean like, actually eat you? Like food?"

"That's what literally means, Ty." Dagger said.

"I'm just saying, people misuse that word all the time!"

"Regardless." Kraven barked. Stopping the argument. "Shathra will be back eventually. And that means we need to prepare." Peter turned to his mentor with a look of shock and fear on his face.

"What?! B-but you said that this place was cloaking me! You said she wouldn't find me!"

"Dah, I did. But that doesn't mean we can hide you away forever. You must face her and defeat her."

"Kraven, you saw what happened. She thrashed me! I didn't stand a chance against her! She's stronger, faster, and more powerful than I am in everyway!"

"You've fought various individuals whose powers dwarfed your own. Yet you didn't cower."

"This is different!" Peter exclaimed.

"Dah. But that fear is not yours. It's the spider's. The man still stands strong."

"Besides, you've got us." Dagger said standing up. "Right, Ty?" Cloak got up from his own cot and stood next to his girlfriend.

"The way I see it, we still owe you one for that little 'world view' pep-talk that you gave us. So yeah, we got your back."

"And," Dagger said. "We've got the guys with guns outside. That's gotta be like what, 20-40 people with weapons out there? That's a small army. I say we've got this in the bag."

"No." a new voice said. The group turned to the tent to see an older man with grey hair wearing cargoes, a black shirt and a grey jacket. "The Spider-Man must do this alone."

"Ezekiel." Kraven grunted. The new man walked into the tent before stopping in front of Peter.

"So you're the champion of the web." He said, as he looked the young-man over. "I can't say I'm impressed." The man scoffed.

Peter looked at the man with slight disdain before turning his attention to Kraven. "You called him Ezekiel right? The same Ezekiel whose been trying to call me?"

"Indeed. As I said I wan an associate of Kraven and Madam Webb, but since you were too foolish to heed my warnings, you were com—"

"I'm sorry, old man, your warnings? You cryptically continued to set up a meeting with me. A warning would be something like 'Hey kid, my name is Ezekiel the asshole, guess what? A giant man-eating monster is on her way to kill you, I'll get Kraven, a buddy of mine, and we'll help you fight her!'. Instead, you call out of nowhere saying that I have to believe you with no proof and no assurance that you're anything more than a raving old man!"

Cloak and Dagger glanced at each other before looking back at the group. They started to get up before Peter turned to them. "Where are you guys going?"

"Hey, we're just the visitors." Dagger said with hands raised. Then Cloak chimed in. "Yeah, this is getting personal."

"Stay." Peter said before turning back to Ezekiel with a glare. "You're part of this now."

"They are not involved in this." Ezekiel said with a frown.

"That's not your call." Peter growled. He then turned to the two. "You guys are in, right?"

"We did just tell you that like ten seconds ago, didn't we?" Dagger said with a small grin. "I mean we did say that, did we not?" she said looking at Cloak. Her partner nodded his head in confirmation.

"See?" Peter said, glaring defiantly at Ezekiel. The older man glared down at the teen with disdain before Kraven pulled them apart.

"Enough. We have more important things to do." The Russian said, looking between the two men that glared daggers at each other.

"No. I'm still unsatisfied that this petulant child is the champion of the web. I refuse to allow this child into the temple of Anansi."

"The Temple of Ana—that thing out on the edge of camp?"

Ezekiel's glare intensified before he spoke. "Yes. That 'thing' as you so crassly put it, is the sacred shrine to the avatar of the spider totem. It is its home and the conduit which we use to speak to it."

Peter looked at the man and opened his mouth to speak, but closed it. He massaged his forehead before speaking again. "Jesus Christ man…I didn't realize…I didn't realize how fucking insane you were until now."

Peter pushed past the man and walked out of the tent. He heard the flap rustle behind him but ignored it.

"Ezekiel don't!" Kraven shouted. Peter turned around to see Ezekiel chucking a knife at him. Peter turned his body at the last second, allowing the weapon to sail past him before he caught it by the end of its hilt. He then hurled the weapon at Ezekiel on sheer instinct.

Much to his surprise, the older man caught knife by its handle with barley any effort. He marched forward while wielding the knife. Cold rage filled his eyes as he stormed towards the enraged teen.

"What? You throwing knives at me now?" Peter barked as he walked back towards the man. Ezekiel remained silent as he gripped his weapon. Peter growled before unsheathing his claws.

The two men marched towards each other while Cloak and dagger watched from the edge of a circle of people that had quickly formed as the fight started.

"You really want to do this old man?!" Peter shouted as they came closer. Ezekiel continued to glare before he lashed out with the knife. Peter stepped back, avoiding the first strike but was clipped on the arm with the second strike.

"Ah!" he shouted in surprise. He glanced at the cut on his forearm before dodging another swipe. The attacks were swift and full of precision. Peter couldn't even speak as all his concentration was tasked with anticipating and avoiding every strike. One thing was clear. Ezekiel was not a normal man.

Another knife strike nearly nicked Peter before he swatted the blow away and lashed out with his own attack. Ezekiel back-stepped to avoid the slash and struck out again with his weapon. Peter used his talons, slicing the weapon apart.

Ezekiel leapt back as Peter continued his assault with a flurry of punches and kicks. Ezekiel expertly blocked each attack before catching his last kick. He flipped him back. As Peter landed, Ezekiel struck him in the chest with an elbow that sent him stumbling back.

Peter gasped for air, the blow had knocked the wind out of him and sent him sprawling on the ground. The boy looked up at the man in shock.

Ezekiel turned to Kraven with a scowl on his face. "You see Kraven? He's nothing more than a child. A child playing at a warrior."

"Man…" Peter said as he stood up. "You just love to hear yourself talk. I mean do you ever shut up?"

Ezekiel turned to the boy and marched towards him. Peter slowly fell into his perched stance, preparing himself for a full fight. Ezekiel lunged forward with inhuman speed, but Peter met him head on. The two slammed into the ground where Ezekiel rolled on top of him. He aimed a fist at the teen's face before Peter stabbed his claws into the man's leg.

"GAH!"

Peter snarled before grabbing the man and flipping him over. Peter flipped back, landing on top of his aggressor and struck him across the jaw. Ezekiel took the blow before striking Peter in the stomach. The older man bucked his hips and grabbed the teen by the waist, using all his strength, he hurled the boy off of him and towards the edge of the circle.

Cloak and Dagger looked in shock as they saw the hero who'd bested them before struggle against an old man. Kraven watched the fight with a frown. He disapproved of this immensely, but if it was the only way for Peter to prove himself, then so be it.

Ezekiel leapt forward, intending to pounce on the downed teen. Peter recovered faster than he thought as he rolled out of the attack and struck him with a kick. Ezekiel stumbled back, breaking through the circle and catching himself on a parked jeep.

He turned around to glare at Peter before he stormed back into the circle. "You don't deserve the gifts you received!" he barked.

"Then what about you?!" Peter snapped back. "What've you done to deserve all that you have, huh?"

"I'm earned my share!" Ezekiel screamed striking at Peter. The teen blocked the strike and gripped the arm. He flipped the man over but Ezekiel landed on his feet before twisting peter around, getting him in a powerful chokehold. Peter clawed at the arms with his talons but Ezekiel ignored the pain. He squeezed his arm, forcing the air from Peter's lungs.

Dagger, summoned up a sword made of light but Kraven stopped her with his arm. His eyes were still glued on the fight in front of them.

Peter struggled to escape the chokehold as Ezekiel continued to squeeze the air from his lungs. Peter saw that his vision was beginning to blur and darken. He gripped Ezekiel's arm tighter and released a surge of electricity through his body.

The jolt was so powerful that it sent Ezekiel flying back where he barreled through the crowd and into a stack of supplies. Peter collapsed to his knees, gasping for air.

Ezekiel stumbled to his feet, trying his best to regain his footing. Peter looked up to see the man was still standing. Growling in anger, Peter rose to his feet and began to march towards the circles edge.

Before either combatant could continue, their shared sixth-sense erupted as a spear slammed into the ground in front of them. Kraven marched into the circle and removed the weapon. He clicked its trigger, forcing the weapon to retract into a shortened spike before pocketing it in his vest.

"Enough!" Kraven barked. "Ezekiel, you've seen what he can do. He's ready to enter the temple." Ezekiel took a deep breath and straightened out his vest.

"I suppose he is." The man sighed before walking away from the assembled group.

Peter glared at the man's back before he turned to Kraven. "Well he's pleasant." He growled. Kraven ignored the comment in favor of shooing the crowd away, urging them to get back to work.


Peter walked back towards the run-down hut that he'd woken up and walked through the rotted wood door. He looked around the room for any sign of his uniform or web-shooters.

He heard the crunch of dirt behind him and he turned to see Kraven entering the hut with a bag. "I was wondering when you'd come searching for these." He said, tossing the duffel bag to him. Peter caught the bag and opened it to see his costume and his web-shooters.

"Thank you Kraven!" he shouted in joy as he pulled on the metal devices. The satisfying click the devices gave filled him with some much-needed assurance. He pulled out the costume and his assurance fell as he saw its state.

The stomach area of the suit was completely shredded, and the lower half of his mask was gone. If he wore its, his entire jaw would be showing. The leg's sported multiple gashed while the back was similarly damaged.

Kraven saw the boy's down trodden suit and sighed. "I know its not the suit your worried about. It's what it represented. You've fought many enemies. Most of them stronger than you. But never one like Shathra."

"Kraven…I stared death in the faces more than once…but why…why is it that I'm afraid of her? She's not as strong as the Goblins. She's not as versatile as Electro. So why? Why is it that she terrifies me to the point I want to run away forever?"

"Because you are her prey." Peter looked at his mentor in shock. Kraven sat down on a chair in the corner of the room and sighed. "Shathra is a monster. One that goes by her primal side. That means she follows what you'd call a food chain. She is the Spider-Wasp that feeds on spiders. What you're feeling is your totem fearing its predator. But that's why we're here."

"You said I had to fight her. I can't hide here, she'll find me! And if she doesn't, she'll find a way to lure me to her. Just like in New York."

"That's why you must fight her." Peter turned to his mentor as he continued to speak. "The food chain is known by most to go one way. But sometimes…sometimes it can flow in both directions."

"So that's why I'm here? To fight her? To stop her?"

"To kill her."

Peter and Kraven turned to see Ezekiel standing in the doorway. Peter went on guard instantly. "Calm yourself. I'm not here to fight you, this time."

"Wow, that's a real comfort. And kill her?" Peter asked.

"Now is not the time to become squeamish. She will not hesitate to kill you. She will devour you if you spare her life."

Peter looked to Kraven who slowly nodded his head. "He is right. You'll have to kill her if it's to end the threat on your life and the lives of those you care for."

Peter rubbed his head in exasperation. "Okay…killing her isn't exactly something I'm against. But how am I supposed to stop her? She's faster, stronger and more durable than I am on almost every level."

"That's why we are here." Ezekiel said.

KNOCK KNOCK!

The group turned to see Cloak and Dagger standing in the hallway. "Uh…" Dagger muttered. "Are we interrupting?"


The group stood at the entrance to the temple, staring up at the large structure that lead into its pyramid-like base. Spider- Man stood in his tattered costume as he stared into the dark stone hallway.

"You have to go inside?" Cloak asked as he and Dagger stood next to him wearing their own costumes. "Because I literally teleport through a world of shadows and that hallway is freaking me out."

"Same here, Cloak. So Spidey really has to go in there?" Dagger asked looking to Kraven and Ezekiel. The former nodded his head.

"This place will summon Shathra here, and it will give him the edge over her."

"What, like a power boost?" Cloak asked.

"Nothing as simple as that. Come with me Parker." Ezekiel said as he walked forward into the temple. Peter turned to Kraven. The hunter merely nodded his head and peter followed after Ezekiel.

Cloak and Dagger watched as the two disappeared into the tunnel. "Can he really trust that guy?" Cloak asked. "I'm mean, he did try and kill him not even an hour ago."

"He'll help him. Otherwise Shathra will be a threat to all of us."

The group remained silent before dagger decided to ask one more question. "So who's Parker?"


"What exactly is this place?" Peter asked as he walked alongside Ezekiel. The two traversed the dark caverns with only the light from Ezekiel's makeshift torch. The light from the flickering flame was the only thing that illuminated the cobweb-covered walls.

"This place was once the home of the first avatar of the spider-totem. Anansi."

"But…I thought Anansi was a trickster god in African religions. How was he a spider-totem if he was a god?"

"A god walks among you now, does he not?"

"Who? Thor? You believe that crap about him being a god? Y'know they proved he wasn't a god right? He was using tech to boost his strength and that hammer was a anew type of super-weapon." (For more info see Ultimate Avengers Volume 2 story).

Ezekiel stopped and turned to the young boy. "I heard from multiple sources that you don't trust SHIELD. Yet now you believe their words?"

"Well I…uh…"

Ezekiel continued to walk as he continued to speak. "Anansi was a mortal. A mortal that tricked and overcame a god. The god of the sky was so impressed by his abilities, that he was chosen to become a new god. But before that, he was the spider-totem. The people who built this temple were his descendants. They protected this place for centuries. But over several decades ago the village fell and this camp was formed to keep it safe."

"But…how will this place help me beat a monster that nearly killed me before?"

"Before, Shathra lured you out to battle under a primal influence where her instincts dwarfed your own. But here, you are no prey. Here you are the predator. Once she learns that you're here, she'll come running from half a world away."

"How does that help?"

"This time…she'll be afraid."

The two finally stopped at a massive chasm. The pit was circular and set up in a way that wouldn't seem out of place in an Indiana Jones movie. Several streams of water poured into the hole, making the cave echo with the sound of running water.

"This is where I leave you." Ezekiel said as he looked around the area, as if he was searching for something. "I'll enact the blood ritual. But you have to make the leap."

"Make the leap? You want me to jump into that thing?"

"I'm sure you've made bigger jumps."

"Yeah, no shit, I leap off skyscrapers. But I think its what's in the pit that scares me. I can…I feel something…and I don't know if it likes me…"

"It doesn't matter if it likes you. It just needs to accept you."

"So there is something down there." Peter said. He looked down in the pit and stepped onto the ledge. He looked at the water and saw it pouring into the abyss of the cave. "So I guess I jump, say hi, and fight Shathra?"

Ezekiel nodded. Peter took a deep breath and took another look into the pit. "You'll be fine. As long as you possess the skill necessary, the Guardian will deem you worthy to enter."

"Will it help me against Shathra? That's the question I keep asking and I never get a straight answer."

"Because the answer isn't simple. The Guardian will give you access to your more primal state. But you must harness its power, otherwise you'll become like Shathra."

"WHAT?!"

"It's a risk you have to take. If you don't she'll continue to hunt you down, over and over until she kills you. You either do this, or risk everyone's life, including your own."

"This just gets better and better." Peter muttered. Ezekiel looked down at the pit and tossed the torch into the chasm. Peter watched the faint light it emitted and saw nothing but water and rock.

"I'll leave you to it." Ezekiel said before walking out of the cave. Peter looked down into the abyss and stepped forward. He released his concentration, allowing his body to drop off the wall and into the massive pit.


Ezekiel watched as the boy plummeted from the pits edge with an unreadable expression. He removed a large machete from his back and ran the blade across his forearm. The blade slit his flesh, allowing a stream of crimson blood to pour from the wound and onto the stone floor.

Massive amounts of spiders spilled from the cracks and the walls in the ceiling before pouring onto the bloodstained floor, devouring the crimson fluid. The creature all began to hiss and screech, creating a cacophony of noise that echoed out of the chamber.


Cloak and Dagger leapt from their seats on the rocky ground as they heard an unearthly screech coming from the mouth of the temple. Kraven glanced at the entrance before going back to his meditation.

"What the Hell was that?!" Dagger screamed as her hands held several light-knives. Cloak glanced at Kraven whose face revealed nothing.

"Did you not here that?!" he shouted.

"I heard it." Kraven said with closed eyes.

"And?!" Dagger snapped.

"And what?" Kraven added. "This is all part of the ritual. The spiders will call Shathra here. Whether or not Spider-Man can defeat her is another story."


Location Unknown

Shathra shrieked in rage as she tore apart the abandoned building she was in. Blood splattered the walls from her previous kills, an unfortunate group of homeless men that had walked into the building for shelter.

She had descended upon them with feral intensity. Her starved stomach demanded food after her failed attempt at devouring the spider.

She was enraged. The entire building was her punching bag as she tore through the walls and floors of the building. She shrieked in rage before a hissing noise caught her ears. She cocked her head to the side as the sound grew louder.

She screeched in glee before leaping out the rotted windows. The glass shattered as Shathra's wings buzzed to life. She rocketed over the city, heading to the New York bay.


Inside the Pit

Peter landed on the ground with an echoing thud. Spider-man looked around the area to see he was in a massive cave lined with broken rocks and shattered ladders.

Green mist rolled over the area, making visibility painfully bad. Spider-Man stood up and proceeded to walk through the mist, using his enhanced senses to guide him.

The entire area was silent except for the splashing of water from the miniature water-falls that fell from far above.

Spider-Man stopped his trek in front of another massive cave. The entire entrance was strewn with spiders and webs that covered the mouth of the cave. The webbing was so thick that Peter couldn't see through it at all.

He walked closer to the obstruction and the spiders scurried away, burrowing within the cracks in the walls and the floors to avoid what was coming. Peter raised his hand and placed it on the webbing. He unsheathed his claws and tore the entrance apart like a curtain. Instantly a massive cloud of green mist slammed into him. The force was so great and unexpected that it blasted Peter off his feet and onto the cold ground.

He rolled back and looked up to see the entrance to the cave was now open, but the visibility was worse. Now he could barely see ten feet in front of him, even with his enhanced vision.

Peter cautiously made his way into the cave, allowing his ears to pick up any sound that could indicate a threat. He heard nothing as he stepped into a large cavern.

Then he felt it. A chill ran up his spine as a large shadow fell over him. Peter knew he shouldn't turn around, but he knew he had to. He slowly turned his head to see a mass of hairy limbs around the floor. Eight to be exact. He slowly followed the legs until they fell on the monstrous form of a giant spider.

The monster lowered it head as all its glowing red eyes reflected a horrified Spider-Man in their eyes. Peter felt his heart pounding in his chest as the monster hissed. Green smoke billowed out of its mouth before it rose up from the ground.

"Little spider…" it hissed out. Peter could here the voice echoing in his head. It wasn't human speech but he could understand it all the same.

"Little spider thinks he's a man…" it hissed again. The spider examined Peter with its yellow eyes. The large spheres glowed as they saw Spider-Man.

"W-what are you?" Peter asked in awe and terror. The monster hissed, releasing more mist from its mouth.

"I…guardian…you…the spider…champion totem…why are you here?"

"Shathra is after me…I need your help." The spider leaned in closer, stopping just in front of him.

"I can not…you must help yourself…"

"I was told that you could unlock my primal side!" Peter shouted as the spider was crawling away. The creature didn't stop and continued to march on. "I need to beat her!"

"The primal side...is already awakened…you must let if flow…let the rage take control…"

"Will I be able to stop myself? Will I end up like her?!" The spider climbed back into the cave and began to descend into its lair.

"That is on you…"

The spider dropped into the cave, leaving Peter alone once again. He sank to his knees. As he did so, numerous spiders crawled out from beneath the ground and swarmed the startled hero.

"What the fu-!" he screamed as the creatures covered his body. He swatted at them and channeled as much bioelectricity through his body as he could, but the spiders ignored it all.

The creatures bit him hard, breaking his skin with each bite, and flooding his veins with their venom. His body burned with an unnatural pain as he felt his body's muscle's twitch and bulge.

"GAAH! GRAAHHH! GURRAAHHH!"

Peter screamed as he felt his talons extend, his bones pop, and his canines grow. His eyes flashed yellow with an eerie glow. And a cruel smile formed on his lips.


Cloak and dagger stood at the temple's entrance with looks of fear plastered on their faces. They glanced at each other and then back to Kraven who continued to meditate calmly.

"You heard that, right?" Cloak asked. Dagger nodded her head. Mere moments ago they had heard Spider-Man's screams of pain echo out of the tunnel.

"We can't just stand here!" Dagger shouted.

"Where's the spider?!"

The two spun around in terror as Shathra floated above them. Her wings buzzed with the desire to feast while her mandibles snapped together. The two super-beings backed away as Kraven continued to meditate.

Shathra sniffed the air and found the scent of her prey. She shrieked in joy before rocketing towards the temple's entrance. The next thing she knew was that she was in complete darkness. And then light blinded her as she was sent careening into a wall of the temple.

The wall crumbled under the force of her impact and she shrieked in pain. The monster looked up to see Cloak hovering over her, his black cape billowing in the wind like a dark cloud. Shathra roared in rage before pain blinded her side.

A plume of light daggers were now lodged in her body as she was sent tumbling back. Shathra glared up at Dagger who now held an assortment of light knives that she was all too willing to use. The monstrous creature snarled in rage before it leapt off the ground.

Cloak immediately opened the portal in his body and sucked in an enormous amount of debris before unleashing the landslide of rocks on Shathra. The spider-wasp was slammed by the airborne assault, and buried underneath the stones.

Neither super-human let their guard down as the rocks began to shift. Dagger readied her weapons and Cloak prepared to teleport the monster the second it reared its ugly head.

KRAKOOM!

The wall behind Cloak exploded as Shathra slammed the teleporter into the ground. Cloak struggled for a second before Shathra fired a dart straight into his back.

"AGH!" he screamed as he felt the dart pierce his body. Dagger looked on in terror.

"TY!" she screamed. She hurled a volley of knives at the spider-wasp, only for it to leap into the air before rocketing down. Dagger back-flipped out of the way, dodging Shathra's dive bomb.

The ground exploded as she impacted. Dagger wasted no time in hurling another cluster of light daggers at Shathra. The spider-wasp had no time to dodge as the shards of lights pierced her body. Shathra wailed in pain as Dagger produced two more light-swords before charging towards Shathra.

The spider-wasp was faster than the girl thought as she leapt back, adhering to the wall behind her. Dagger raised her weapons but was no match for the monster's speed.

Shathra shot off the wall and slammed into the woman with incredible speeds. She slammed the girl into a wall shattering it. She hoisted Dagger into the air and squeezed, forcing the air from her throat.

Shathra's hungry…wouldn't hurt…if she had a snack!" Shathra's mandibles wrenched open as she prepared to devour the helpless woman. Before she could feast on her, a metal spear skewered her stomach.

She dropped Dagger and recoiled in pain, tearing the weapon from her stomach. She hissed in pain before a knife found its way into her skull, staggering her yet again. She collapsed onto the ground in pain.

Kraven loomed over the monster, unsheathing another spear. Shathra tore the knife from her skull, spilling blood all over the stone floor. She hissed when she saw the Grim Hunter.

"STOP!"

Both combatants turned to see Ezekiel brandishing a machete. He glared menacingly at the spider-wasp but made no move to attack her. Instead, he moved away from the temple's entrance and motioned for her to enter.

"Your prey is inside. Either waste time with us, or feed on what you came for you bitch."

Shathra looked between Kraven and Ezekiel, debating what was better. She apparently went with option 2. She shot off the ground and into the temple, streaking right past Ezekiel.


The older man let out a slight breath of relief before he leaned against a wall. Kraven clicked a switch and watched as his spear retracted inside itself. Ezekiel tossed the bloodstained machete on the ground before slumping down.

Kraven walked over and checked on both Cloak and Dagger. After making sure both were safe he moved them into more comfortable positions and then sat back down on the ground.

"Did the Guardian accept him?" Kraven asked. Ezekiel sighed.

"I don't know. Whether he lives or dies is entirely up to him. But its what comes after that's the most difficult. Even if he kills Shathra…coming back from the 'Other' is harder than anything. Few could resist that type of power…"

"I know I couldn't…" Kraven said. "Having all that power…and then giving it up…it was something I couldn't do…I became the ultimate hunter…the best…"

"Until the Black Panther, the young prince of Wakanda, beat you in battle and helped restore your humanity."

Kraven scowled at the millionaire who simply let his head lean back. "How…cliché." He muttered.

"Your consideration is touching." Kraven muttered.

"Consideration won't help the boy kill her. It now comes to a battle of raw power and rage."


Shathra rocketed down into the pit at incredible speeds. Her hunger intensified as she came closer to her prey. She could smell him, but something was wrong. She couldn't sense the fear before. When she attacked the prey in New York, it had been scared. Now it wasn't.

Shathra landed on the cave's floor to see a massive amounts of webs covering the entirety of the cave. Green mist floated off the ground, obscuring the creature senses. The spider-wasp walked through the mist, claws at the ready.

She finally stopped when she heard the crumbling of rocks. She whirled around to see several pebbles tumbling down the Cliffside. She screeched in rage before shooting up the wall.

Her ascent was halted when a shadowy figure leapt off the wall and tackled her into the wall. Blinding pain ripped through Shathra's mind as five talons slashed her face apart. She lashed out with he claws but the figure leaned back, dodging the blow before stabbing her in the gut. Blood erupted from her stomach as Spider-Man roared at her.

Shathra shrieked in pain before cracking him in the skull. Spider-Man adhered to the wall and slammed his knee into her gut before grabbing her by the mandible. He sent a surge of electricity through her body, causing her to scream in pain.

He pulled her off the wall and hurled her into the pit. He leapt down after her with savage intent, slamming her into the ground where he slammed her head face-first into the floor, shattering it.

"GRAAGH!"

Spider-Man dodged as stinger launched from Shatrha's arm before slamming his claws into her throat. The monster screamed in pain before its mandibles clamped down on Peter's arm.

"GAH!" Spider-Man screamed, reeling back in pain. Shathra slurped up the blood he had spilled in her mouth. And evil glee filled the monster's eyes as she leapt towards her wounded prey.

Spider-Man was tackled to the ground as Shathra snapped at his throat, planning on cutting it open to quench her hunger. Spider-Man grabbed her by the jaws however and held her back. "GET OFF!" he roared, firing off a jolt of his electric powers.

The Venom-shock knocked Shathra back before a set of talons struck her across the jaw, slashing off her mandibles. The monster roared in rage before wrapping its arms around the teen's throat.

Shathra held the teen back as she strangled the life from him. Spider-Man slashed at her back in a desperate attempt to free himself. Shathra snarled at him as he claws dug into his neck.

"GAAK!" Peter gasped. He could feel his blood pounding in his skull. Peter felt his canines grow in his mouth before a savage urge grew in his mind. Peter allowed his instincts to take hold.

He opened his mouth to reveal a set of elongated teeth before chomping down on Shathra's arm. The monster creamed in pain as Peter's fangs tore through her flesh, gnawed through bone, and tasted blood as Shathra's arm tumbled from her body.

"GIAAHH!" she wailed as blood spewed forth from the stump that was once her arm. Spider-Man gave her no time to recover before he plunged his fist through her stomach. Shathra squealed in pain as Spider-Man's talons tore through the folds of her stomach.

"GREEEE!" Shathra slashed Peter across the chest, spilling crimson fluid all over the floor. The teen recoiled in pain but fired off a barrage of webbing that pushed Shathra back, slowing her movements as the silver compound adhered her to the floor.

Spider-Man wasted no time and slammed his fist across the monster's jaw. Over and over he beat the creature. Blood spilled as he heard the crack of bone and the screams of pain. He ignored it. He ignored even the pain from his own wounds as he continued his assault. He ignored it all.

Shathra lashed out at him with another attack, only for Peter to grab her wrist. He squeezed it with all his might shattering it in two. Blood erupted from the monster's appendage like a broken hose, spraying the teen-hero in blood.

Below the two totemic beings, thousands upon thousands of spiders began to crawl out of the cracks in the floors and walls. The army of arachnids began to scale the area around them as the two fighters slashed and clawed at each other with wild abandon.

Shathra screamed in pain before Spider-Man grabbed her by the throat he squeezed it tight as a feral instinct took hold of him. Instead of fighting the beastial urges, Spider-Man allowed them to take hold. He snarled in feral rage before grabbing Shathra by the back of the head, jerking it back.

His jaw opened to reveal the newly grown fangs of his arachnid side. He eyed the exposed flesh of her neck before his eyes glowed yellow. With a savage cry, he brought his fangs down, tearing through her neck and wrenching the monster's head from her body.

Shathra's body went limp as her head tumbled off her corpse. The skull rolled onto the ground before a horde of spiders covered it. Peter dropped the body into the pit where the spider's leapt onto to it with savage abandon.

Spider-Man panted in exhaustion as he felt his body collapse in pain. His bones ached as his fangs retracted into his skull. His muscles twitched in exhaustion before darkness began to consume his vision.

The next thing he felt was his skull hitting the cold floor as thousands of spiders rushed over his body. As his mind fell into unconsciousness, he remembered one thing. He smiled at the feeling he now had.

The feeling of being free.


End of Chapter

Hoped you enjoyed this chapter! Fair warning, the next chapter will have some heart-ache and some of you may hate me for it. Just to let you know, it will not be permanent!

Next chapter: Chapter 55: When The Hero's Away...