Disclaimer: I do not own anything Marvel or anything I borrowed from other media.

Team Spiders vs. Team Villains

*secret room*

"I got to say you look just like me. Except for the fact that you act all angry back alley, then friendly neighborhood." Spider-man comments after finally catching up to the imposter getting ready to end this charade once and for all.

"I'm far from angry for at first, I took the job of personating you just for a simple paycheck. However, things have developed, and now I look forward to defeating you on a mental level." The imposter Spider-man presses a button on his utility belt, causing his body to glow and reveal the real identity.

Spider-man groans with disappointment. "Wow, what a shocker... Chameleon. If this is your way of throwing me off by revealing yourself, you have another thing coming."

Once the transformation complete, the fake Spider-man changes to a man with blue armor with a pale white face showing a smug expression. "It's not me that's going to get you out of your element Spider-man."

"Good, the guest of honor is here. All we need is your line date to arrive so we can get this show starting." A female voice announces out of nowhere, bringing Spider-man's attention to Charlotte Witter, making her presence known by leaping next to Chameleon.

"Who on earth are you?!" Spider-man questions, getting into a fight stance before hearing another feminine yet this time familiar voice yells out, "Charlotte! You can't run from me forever!"

"Perfect," Chameleon smirks darkly as the plan comes together nicely.

"Spider-woman!?" Spider-man shockingly calls out.

"Spider-man?!" Spider-woman responds with the same level tone. The instant confusion between the heroes quickly dies, and the original emotions that the two feel for each other resurface. For Jess, she's happy yet nervous to see Peter due to their last confrontation ending on a low note. Of course, he would have been exciting to see Jess with Peter if it wasn't because he found out that she lied about her intentions towards him.

Spider-woman shyly speaks up first. "I guess it shouldn't be surprising that we would bump into each other here huh?"

While a part of him yearns for Spider-Woman's touch, Spidey allows his anger towards her to take over so he can focus on the task at hand. "Well, whatever the reason why you are here, I suggest you go. I can take care of these two." He refocuses his attention on the two foes.

Spider-woman winches at the cold treatment from Spidey, for she knows that she deserves it and can't blame him for it, but it hurts having him upset at her. "I understand that you are still upset with me, but I think teaming up would stop these two together."

Before Spider-man could get a chance to respond to her, Chameleon chimes in the conversation to launch the other part of the plan saying, "Or maybe three." before releasing a smoke bomb that covers the space that they are in and transforms into the smoke.

"Great, a smoke bomb trick. Less creative than pretending to me trick Chameleon." Spider-man announces, getting ready to use his spider-sense to guide him in this battle. His spider-sense goes off and avoids the punch that came his way only to stumble back when he realizes that Spider-woman is the one behind the attack."

"Jess?" Spider-man questions while dodging the punches from the heroine.

"What's wrong Spidey, you were so upset earlier; now you afraid to hit me?" Spider-woman jokes before disappearing in the smoke, causing Spider-man to quickly figure something out due to his spider-sense constantly going off.

"That doesn't sound like my Jess. I mean Jessica. I get it now; Chameleon is acting like Spider-woman, and because of this smoke, I could accidentally hurt Jessica. Plus, my anger towards her isn't really helping the cause." At that moment, Spider-man snaps out of his thoughts when a yellow glove lands on his shoulder, making him turn to see Spider-Woman again.

"Spidey?" Jess checks on him with concern.

Spider-man, however, doesn't see it as her being nice. "Nice try!" In an instant, Spidey moves his arm to shake off her hand and proceeds to kick her in the stomach, and gets in a defense fight position.

Jessica covers her stomach in slight pain, not fully expecting her Spidey, she means Spidey to do that. "Why did you hit me for? Are you that upset with me!?"

"Don't play games Chameleon, I know what you are trying to do, and it won't work!" Spider-man snaps going for another attack, only for Spider-woman to jump out the way putting the two together. "Oh no, he thinks I'm the fake."

Jess is about to attempt to tell Peter what's going on until the other adversary Charlotte covers her mouth, asking, "Trouble love in paradise?" Before bringing her within the shadows of the fog.

Thankfully and unfortunately, Spider-man witnessed Charlotte's action, realizing that he was the real Jessica he accidentally attacked. "As if this battle isn't tricker than before. I forgot the crazy lady is a part of this madness." Spider-sense goes off again with Chameleon in Spider-woman form, throws some punches and kicks towards Spidey, who, in return, blocks them until Chameleon laughs and disappears into the shadow of gas.

Now getting annoyed at the villain's tactic, Spider-man takes a deep breath and swiftly comes up with a plan to stop the two once and for all. "Okay, Spidey, this will take patience and critical thinking to get out of this situation. My first goal should be to stop Chameleon from being able to shapeshift and take him down. Got to trust that Jessica and handle herself and that my spider-sense will give me the win."

The fight carries on with Chameleon as Spider-woman fighting Spider-man head-on, knowing his strategy will not work for long. He makes the mistake of continuing to play mind games with the web head only for tables to turn when Spidey swiftly grabs the utility belt. "I will take that thank you!"

Chameleon's eyes go wide in horror as Spider-man rips the belt from his waist. "No, my belt! Without, I can't..." Before the villain could finish, he reverts to his original form, with Spider-man now twirling the belt in his hand.

"Can't turn into someone else, making you a much easier target to take down." Spider-man breaks the belt and proceeds to give Chameleon a small beatdown before lifting him in the air to interrogate him. "I bet you are thinking if only I have taken that impersonating act to Vegas instead."

"Screw you. I would have gotten away with it if it was your meddling Spider-girlfriend getting involved!" Chameleon snaps back. Right afterward, Spider-woman appears, dragging a knockout Charlotte with her earning a quick nod from Spidey but quickly turns back his attention at Chameleon. "Speaking of getting involved, let's hear your story. Who's behind this operation!?"

"Why should I tell you? You made have stopped me and clear your name, but you can't stop the symbiote invasion." Chameleon claims, earning surprised looks from both heroes.

"Did I hear that right?!" Jessica asks with disbelief.

"Symbiote invasion? You mean there's more of them!?" Spider-man questions.

"Correct, for you see, the toxic fog is just a mere set up so everyone in New York will be ready for symbiote!" Chameleon explains the basics of this big plan that the leader came up with, making Spidey furious, remembering his time when he first wore the Venom symbiote and the idea of what an army of the alien substance can major destruction.

"Your idiot for being part of this dangerous plan!" Spider-man punches Chameleon's cheek to get him to talk more. "Tell me, where are they coming from?!"

Spider-woman has to stop herself from biting her lip, for she finds this aggressive side of Spidey pretty hot. Chameleon grunts in pain before spilling more info. "You want to know so bad? Go to warehouse 65, where a secret passage will guide you to your demise."

"Whoever your boss is, he's off his rocker! No one can control the symbiote!" Spider-man declares from experience.

"That might have been true, but now it's a different story." Chameleon chuckles darkly.

"I don't have time for these games or to try and talk any more sense into you. The symbiotes will destroy everything in their way unless I can stop them." After his last statement, Spider-man knocks the shapeshifting villain out and webs him and his partner up. Following him, Jessica feels that now it's time to try to make peace between her and Peter.

"Don't you mean we?" Jessica asks in a light-hearted matter.

Peter continues to make his way out of the building, not bothering to look at her. "Don't you have a team to report back to, for I'm sure you have enough info on me to share with them?"

"Can you please stop and hear me out?" Jessica pleads as she desperately reaches for him in hopes that of explaining herself.

Peter looks back at her with a glare but gives off a body movement that allows Jessica the opportunity to speak her peace. "Why should I? For all, I know whatever you have to say is probably part of your undercover mission."

Hearing him think that of her hurts Jessica, but she couldn't blame Peter for thinking that way, especially when he found out from his foe her original intentions towards him. She can only hope that what comes out of her mouth now will help win him back over. "Peter, please listen to me. Yes, I was assigned to seek you out and invite you to become a member of the Avengers. From what I heard in the news about you, I couldn't understand why Cap would want you onboard, so I came up with this investigation per se to gather intel on you. That turn into me getting to know you as I met you as Peter Parker. At that point, I got to know you better outside the mask but didn't understand why you acted the way you do when the mask is on. The more time I spent with you, the more I started to care and develop feelings for you. I regret not being honest with you beforehand, and I know that I would need to earn back your trust, but I need you to know that what I feel about you is genuine, and I want to help you and be by your side."

It's not often that as Spider-man, Peter gets speechless like he is now. After listening to her sincerely, Peter becomes less angry at Jessica and starts to feel certain emotions rise back up to the surface. However, he still feels the hurt, thus bringing out his next response.

"Jess, I do appreciate you for finally being honest with me. Despite all of that, I can't sort out my feelings for you right now when my focus is stopping whoever is behind all this symbiote invasion. With that said, I'm better off doing this on my own because I can't..." Peter stops himself before he says something that he's not ready to admit.

Jessica looks with concern with no idea what he will say but keeps hope in her mind concerning their potential relationship. "Peter?"

Peter instantly turns away from her and says in a low tone, "Send help from the Avengers. Let them know what's going on. Take care Jess." Peter proceeds to leave Jessica alone with tears starting to fall from Jessica's eyes, regretful of her actions.

*Later at Warehouse 60*

I'm here Frank, what's up?

"Spider-man's here Microchip." the voice of Frank Castle reports to his partner as he sees Spider-man making his way on top of buildings.

What range?

"100 yards maybe. Easy shots." Franks responds, aiming his sniper at the target.

Hilarious Frank.

Frank notices that Spider-man, thanks to his spider-sense, shifts his focus towards him as if he was alerted of his presence. "Huh, he spotted me, but how could he?"

At that moment, Spider-man shoots out a web attack at Franks gun. "I lost him!" Franks yells, trying to shake the webbing off.

What happened?

"He took out my scope!" Franks growls, shaking his weapon some more.

"Hey tough guy, sorry about that expensive lens, Punisher!" Spider-man manages to sneak up on Punisher while he wasn't paying attention.

"Something tells me we have the same objective here." After a quick discussion on the situation, Punisher leads Spider-man to his destination that Chameleon told him about.

"That's the place, warehouse 65. We can team up you cover my back. Punisher suggests as a battle strategy.

However, Spider-man knows that if he brings in Punisher, it will cause more problems than he needs to deal with. "Yeah, no thanks Mr. Death wish. I want to keep the body count low if you don't mind."

"Fair enough," Punisher responds in a surprising disappointed tone.

Spider-man walks towards the warehouse entrance after discussing an alternative plan for Punisher, now ready for whatever awaits him. "Guns or being distracted can't solve this problem. I gotta play this one my way.

TBC

AN: It's been like a year, but I finally got around to updating this story. I have been surprised with the reviews that the story got to compare to my first untold love story that people really wanted this to continue, so my goal is hopefully before the end of this year to finish this story out for if we are following the ps1 spider-man game story we are little close to the end. Hopefully, you guys found the battle with Chameleon interesting since I know Spider-man technically should be able to defeat him in a straight one on one fight easily.