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"There's no we can beat this many robots," Spidey grunted, shooting webbing into the faceplates of two robots and yanking them forward to crash into each other, "especially in such a tight space!"

Ava couldn't help but agree. She couldn't use the full breadth of her martial arts training, Sam wasn't able to shoot his lasers as freely, and the usual flourishes and acrobatics connected to Spidey's way of fighting were missing. "Maybe we can draw them outside?"

"I do not see any windows to escape out of," Iron Fist reported, savagely punching a robot into smithereens.

"Who needs a window?" Luke grinned, suddenly picking up a unit and flinging it through the stone wall masonry, "One emergency escape route, ready to go!"

As one the team pelted towards the hole in the wall and the freedom of outside. Luke, being the closest, jumped through, taking multiple robots with him. Ava was next, and then Sam. Danny cast a glance at his leader, who was still furiously demolishing the guard robots, "Come Spider," he called, "I will hold them off."

Peter nodded, already feeling a strain on his weakened body, "Right," he gasped.

Turning so to jump out the hole, it was in that moment that the spider's knees gave a small quiver before buckling, sending Peter to the ground. His vision spun and whorled, and his breath came in short, ragged pants. A ripping pain shot through his stomach, arcing into his spine and shooting through his skull. Gripping his head, Peter heard a strangled scream slip from his tortured frame.

"Spider!" Iron Fist practically had to swim through the waves of robots attacking them, smashing and bashing them to pieces in a way even the Hulk would be impressed with. "I'm coming!"

Peter honestly didn't hear Danny. His entire universe at that moment was pain. Mind numbing agony that made all outside stimuli quiet. It was almost like he was under water. He knew his teammate had called out something, but it was muffled. Even the sounds of the battle were softened. All he could hear was the pounding of his racing heart and feel the lightening bolts of anguish tearing through him. The spider was reduced to a quivering ball on the floor, anguished whimpers accompanied by gasps of pain radiating from his trembling form.

Next thing he knew, a shout, a bolt of bright light, and several pieces of robot fell on top of him. Then, all was quiet. Two pairs of feet ran to where he lay and unburied him from the pile of robot parts. Peter flinched when his mask was pulled off, and bleary eyes looked up to see Danny and Sam looking down at him, panic evident on their faces.

"You ok?" Nova asked, his tones uncharacteristically soft.

"Yeah," Peter gave a brief nod, but quickly regretted the action as it caused him to wince.

"Let's get you home," Danny stated, sliding his hands under Peter's shoulders and gently heaving him up.

The spider tried to help, but after this latest bout, he was utterly exhausted. He could barely twitch a finger. He could only lay in the monk's arms, and tremble feebly. Soon, the effort of merely staying conscious became too heavy a burden, and Peter slumped against Iron Fist's chest as his vision grew dark. Spider-Man fell unconscious and Danny, for his part, was grateful for his mask as he was sure that even his stoic nature would not be able to hide the emotional anguish he was feeling. Glancing over at Nova, he could tell Sam felt the same.

Peter was weakening at a faster rate than they anticipated, and these bouts of exhaustion were starting to become common. Especially after he had one of his 'episodes'. This one may be one of the worst, though. Guilt curled in the young monk's gut. True, Peter was able to see his parents again, but they should not have brought him here. This battle cost the Spider too much of his remaining strength. He may not be able to bounce back from this.

With a tenderness that showed the familial bond between the teammates, Iron Fist and Nova worked together to carry their beleaguered leader out of Doom's Castle and safely home.

…..

"We need to tell May, and soon."

Peter grimaced, hearing the whispered conversation of his teammates. It was the day after their field trip, and without telling him they had informed Aunt May that he was sick before she surprised them by suddenly leaving on a last-minute hiking adventure with friends. Not that that was a lie. He was currently laying in bed, with barely the strength to move his head, his entire focus on breathing in and out. He couldn't even keep his eyes open for very long. It was one thing to tell her he had a flu or virus that made his super sleepy, but Peter knew what the team was thinking.

It was almost his time to go.

He wasn't strong enough to even walk to the bathroom, and as strange as it was, Peter could feel his body starting to shut down. It was a quiet knowledge that his death was right around the corner. He could slip away at any moment. He should have been terrified, but oddly enough…he wasn't. However, it was likely that he may go while May was on her trip. Peter hated doing that to his aunt, but he hadn't explained the situation to her yet and now, it seemed that karma was truly going to bite him for all his lies to May.

"The plan was he would tell her as soon as she came back from her hiking trip," Ava replied to Luke, her voice low and sad, "but her note said she won't be back until sometime next week. I thought we'd have enough time; I just didn't expect him to crash so hard after Doom's castle."

"We should have taken that into consideration," Danny stated, his own tone betraying the guilt he felt over their decision.

The room fell silent in sullen agreement. They should have, but they were so focused on giving Peter a worthwhile experience, they didn't think about possible repercussions. Even with the fact it was now part of their every day lives, the team still wasn't used to the idea of a weak Spider. It felt so incredibly wrong just to contemplate it, much less be faced with the reality that their leader was about to leave them. Peter's heart twisted in empathy. He hated when they were in pain, and he was genuinely touched that they cared so much about him and his state of mind. Opening his eyes, Peter forced his mouth to work in an attempt to at least take some pressure off his friends.

"It's not…your fault," he rasped, voice barely audible.

"Pete!"

The group gathered around him, unconsciously squeezing in as tightly as they could around the frighteningly fragile figure, "It's not your fault," Peter repeated, making his tone as stern as he could manage, "Don't…beat yourselves up. I knew how weak…I was getting. I should have said something."

"Slow down web head, don't push yourself," Ava murmured, stroking his head gently, "just focus on getting your strength back."

"It's not coming back, Ava," Peter whispered, his chest stuttering as drawing breath suddenly proved difficult, "you…and I…both know it."

"Sure, it will," Sam ventured, his voice sounding young and vulnerable as wide eyes pleaded with the universe that it wasn't time yet "you always bounce back."

Peter's features melted in sorrow for his team, he hated this. Hated being bound to a bed and forced to watch them grieve him. "I'm sorry, Sam," he sighed "but I don't think that's… going to happen this time. I feel used up…and so tired."

Pearly teeth captured her bottom lip as Ava bit back the sob being held captive in her throat, but that didn't stop tears spilling down mocha-colored cheeks. "Please," she begged softly, "please hold on a little longer. We still don't know what we're going to do without you. I've wracked my brain over and over, and I just can't…I can't…"

The spider cast shocked eyes on the young woman. Not because he didn't know that she cared, he knew that. However, out of everyone on the team, Ava was the most levelheaded. The least emotional. She had been a pillar of strength throughout this entire ordeal, never showing her true feelings to anyone. Peter had worried about that with her but had never said anything. "Ava," Peter grasped her hand in his, squeezing it gently "you guys are going to be fine without me…You…were great heroes before I joined S.H.I.E.L.D., you'll be great…after I'm gone. I know you will be an awesome leader."

Finally, the Tiger cracked. Laying her head down on Peter's shoulder, sobs shook her frame and soaked the pillowcase he was laying on. "I don't want you to go," she confessed through her tears, "for all the times I teased you, and acted like a jerk, it's because I knew we could rely on you. On your stupid plans that always seem to work. On your strength and optimism. How you always stand strong no matter what and could always win no matter how much you were hurt. I don't…I don't know how we're going to live without that. We need you."

Nudging his head down to rest on her hair, Peter managed to heave his hand up to clutch the back of Ava's head and hugged her. The contact only made the girl cry harder. Danny's eyes filled with tears, and Sam was valiantly trying to hide the sniffles even though the young Guardian's cheeks were already moist. Luke sat next to his leader, large hand gripping Peter's unoccupied shoulder in a gesture that was comforting for both.

It was in that moment that Fury burst into the room, his one eye widening at the somber scene. But rallying quickly, "I'm sorry to break this up, but we need to get Spider-Man out of this house now."

"What's wrong?" Danny stood; fists clenched at his sides.

"It seems your old enemy isn't truly gone," Fury growled.

"Morlun," Peter confirmed, his mouth a grim slash.

"Yes, I guess being burned to ash with radiation wasn't enough to get rid of him." The Director nodded. "He's been spotted making his way in this direction, no doubt to finish the job."

Peter sighed but didn't elaborate about how he knew the man was back. He honestly didn't have the strength to explain. He didn't even know why they were going through the trouble of relocating him to a safer venue. He was literally less than a day away from his demise. "To the Heli-Carrier then?" he asked.

Fury hesitated, then shook his head, "It's still under repairs. While we were online enough to do tests for your condition, we don't have the firepower yet to fight off an interdimensional vampire."

"Then where are we going?" Luke queried.

"Avenger's Tower." Fury stated, "Stark already has a room set up for Parker. We just need to get him into costume for the trip over."

While it was a tedious event, Peter appreciated Fury protecting his secret identity, even when close to death. And so, the teen hero, with the help of Danny, was able to climb into his uniform. For what they all knew was the last time. Cradled between Iron Fist and Nova, Spider-Man made his final walk out of his childhood home and into the waiting vehicle sent by S.H.I.E.L.D. The short trip had him almost seeing stars, but Power Man's considerable bulk held him up as they rumbled towards the city. Peter watched as they crossed the bridge and entered the downtown area. The Daily Bugle passed by, and soon the Avenger's tower was in sight. They were still several blocks away, but it was hard not to notice the imposing structure.

Peter sunk against Luke with a sigh, appreciating how his friend was more than willing to be his impromptu pillow. Soon it would all be over, and Morlun would be gone. Spider-Man knew that once he passed from his condition, Morlun would leave. As the creature had made it clear he had no intention of staying once he had hunted his prey. This battle wouldn't last long. Hopefully his team and the Avengers would be able to hold Morlun off long enough for him to kick the bucket. At least that was what he hoped, but as with most things, his typical Parker Luck found a way to even muck up what was supposed to be his death scene.

A violent explosion rocked the transport, sending the inhabitants flying to the floor. Spidey bit back a gasp when he was thrown bodily against the other side of the vehicle, but his pain was short lived as it was soon outweighed by resignation to the inevitable. The metal paneling of the ceiling was peeled away, much like a sardine can, and the spider was then staring into the eyes of his most hated enemy.

Morlun grinned at the Spider, reaching down so to grab him. Fury released a savage snarl, leaping onto Morlun and tackling him outside the vehicle. The rest of the team followed, leaving Spider-Man in the transport. Peter listened to the commotion as his team fought but gave a heavy swallow when it went silent all too soon. With heavy footsteps, the creature approached the transport and once again leapt onto the roof. With remarkable calmness, Peter watched the man grab him by the front of his costume and pull him out into the open.

All around, the remnants of his team lay scattered. Morlun had defeated them, and they lay deathly still on the ground. "They're not dead," Morlun said with a dark chuckle when Spider-Man sagged with relief, "they hold no interest for me, I care only for my prey."

"I'm flattered…and more than a little creeped out." Spidey quipped, happy that at least his joke box was still working.

"You should feel honored to face me, none other of your kind has given me quite the amount of trouble you have." Morlun smirked, strangely proud of that statement, "but today I will rise as the victor."

"Well, you know what they say about toxic relationships," Spider-Man coughed, feeling Morlun's grip on his shirt tighten around his throat.

"Enough talking," the creature sneered, now I feed before you sue up too much more of your life's essence."

The purple marks on the man's hand opened and he reached for Spidey with the intention of draining him dry. In that moment, Peter felt his world slow down to almost a crawl. This was probably the moment when your life is supposed to flash before your eyes, but as usual, Spidey wasn't the type to go about anything normally. No, in this moment when he was supposed to be seeing all the past events leading up to this, but at this moment Peter realized two things.

First, it would all be over, and his friends and family would be safe if he let Morlun drain him. It wasn't an appealing option, but it would save lives. But, as the Spider considered this, the stubborn rebellious part of his brain kicked into high gear in a massive temper tantrum. That was when a second thought shot through his brain with all the power of Nova on a caffeine fix. He didn't want to die like this, and certainly not by him. So, if he was going to be killed, he was going to go out like a hero, and deny Morlun his feast by using every last bit of spider strength he had left in him. Peter was going to do what he did best, he was going to fight against fate itself, and he would NOT go out quietly.

"I'm not going to just roll over and die, bright eyes," Spidey growled.

Spider-Man webbed Morlun's face, a happy smile stretching his features as the vampire dropped him so to claw at the synthetic silk. Landing on his feet, albeit unsteadily, the teen hero felt a new strength entering his body. Granted, he was still weak, but he would at least go out swinging.

Shooting a line, Peter swung himself higher up onto the rooftops, searching for a place where he could make his last stand. Morlun pelted after him, and the spider turned around with his hand outstretched. Before the vampire could react, Peter had the entire head of Morlun caught in a web, in which he gripped the end long enough to fling the man headfirst back onto the street. Morlun crashed into the sidewalk, creating a long rut of cracked and crumbled concrete. Spider-Man used that opportunity to put more space between them.

Landing in the docks were there were significantly less people, Peter barely had enough time to block the savage punch aimed directly at his head. Returning with a punch of his own, the spider felt his heart sink when Morlun took it with barely a flinch. The man backhanded Peter across the face, then grabbed the spider by the ankle, only to swing him through a metal shipping crate and then across the dock to slam against the side of a metal crane. Spider-Man panted where he lay but did not give up. Pushing his body back on its feet, the teen hero slammed his fist in a devastating uppercut to Morlun's jaw sending the man flying skyward. Then sending two strands of web, propelled himself above his nemesis, only to pile drive both feet into the vampire's abdomen and grind him into the concrete.

It was not a pretty fight by any means. It was gritty and bloody, a battle fueled by desperation. Peter had long resigned himself to the fact that he wouldn't survive this, but he do everything it took to take Morlun out or at least deprive the monster of his meal.

Blow after blow, Morlun stopping Spider-Man's attacks, returning his own in kind. Peter was thrown through walls, had his head slammed in the concrete, and hit with metal beams. Even when he got his spider strength to cooperate enough to throw a small dumpster at the man, Morlun merely batted it away like it were a measly fly. Darting forward, the vampire slammed two rock hard fists into the spider's ribs, crunching many of them into pieces. Peter gasped, his head reeling from the agony of his battle.

Morlun sneered at the young hero. Kneeling down, he pulled Spider-Man up by the front of his costume, "Why must the prey always struggle so feebly?" he snarled.

"Hey, Morlun," Spidey stuttered, his chest heaving in ragged breaths, "Steven Seagal called…he wants his pony tail back."

Rearing backwards, Peter slammed his forehead into Morlun's face, crushing his nose. Morlun shrieked in rage, "How dare you?!"

Fist reaching to the sky, the monster curved his fingers into claws, and slashed Peter across the face. Spider-Man barely had enough time turn his head, and with a heavy dread, felt the thick waves of blood flow down his cheek from his eviscerated left eye. "I wonder how well you can fight back," he cackled as he licked Peter's blood from his fingers, "with only one eye."

Peter's shoulders pumped as he struggled to draw breath into his aching body. His body was growing numb, his second wind of strength fading fast. Blood poured from his head, staining the ground underneath him. He was already growing dizzy from the blood loss, not to mention the sheer amount of abuse his body had already suffered. He needed to end this. He couldn't go out like this. Not. By. Him! He'd fought more supervillains than he could count, defied fate, denied the grasp of death and come out victorious. He could do more than this.

Peter punched the monster upside the head, toppling him to the ground. Straddling the monster, Spider-Man pummeled Morlun over and over. The vampire never lost his sickening grin, taking each hit that the hero could give. His hands shooting forward and grabbing Peter by the neck, Morlun switched their positions, hovering over Peter, "My turn,"

The next several minutes were a blur. Morlun's fist swung again and again, slamming Peter's face further and further into the concrete. Peter was out of strength. His body was done. He couldn't fight any longer, but he could feel his life petering out. Finally, Morlun paused. Panting hard as his rage died. "Now," he snarled, "I will devour you."

"No," Peter chuckled, his laughing slightly hysterical, "you won't."

"Oh, really," Morlun growled, "and why's that?"

"Because, I win…" Spider-Man coughed, blood splattering his lips and chin, "you can't eat what isn't there."

Morlun's cobalt gaze widened, and he placed a hand on the teen hero, only for the purple marks on his hand to fail to appear. "No, NO!" he shrieked, "How dare you use the last of your spider's essence!"

"I dare because I care," Peter giggled, his body growing limp.

"You wretch," Morlun roared, "you filthy wretch!"

The vampire lunged forward and began strangling the spider. Peter's vision darkened, and this time, he allowed himself to slip away. He was done here, and Morlun ultimately lost. Regardless of who dies.

"Leave Spider-Man alone!"

The weight of Morlun was knocked roughly off Peter, making the spider hybrid gasp as air rushed back into his lungs. Opening his remaining eye, Spider-Man saw Nick Fury kneeling over him. The man was sporting a large gash over his eyebrow with the eyepatch. His hand was clutching Peter's shoulder and his face was wreathed with angry concern.

"Just in the Nick of time," Peter coughed.

Fury didn't laugh at the pun; he was too busy staring in horror at the brutality wreaked across the spider's frame. "Your eye," he whispered.

"Yeah, I guess I got jealous of you," Spider-Man chuckled weakly, "looks like you won't be the only one able to rock the pirate look anymore, huh?"

A fearsome scowl darkened the director's features, but a loud explosion of sound cut him off from saying anything else. Peter tried to twist around to see what happened, but it was unfortunately on his blind side, "What's going on?" he asked, "Where's my team?"

"They're currently teaching Morlun a lesson about what happens to people who hurt their spider."

And a lesson it was, as Power Man beat Morlun with his invulnerable fists, Iron Fist and Nova were giving him charged up punches of their own. White Tiger was slashing his fancy suit and any flesh she could lay hold of to ribbons, and while Fury normally looked down on senseless violence, this was entirely different. Morlun, who had defeated them all so quickly such a short time ago, did not count on the sheer fury of a team who were forced to lay helpless while their leader put his life on the line yet again for their sakes. Even the Director found himself overcome with a limitless anger that demanded retribution when they finally located his agent and he saw the state Parker was in.

No, let them pound Morlun into smithereens. He deserved it. Peter, for his part listened to the battle, a soft smile gracing his battered face, "Are they winning?"

"Yes," Nick nodded, "Morlun hasn't been able to land a single punch. However, I think its safe to say that it's because you softened him up quite a bit before they arrived."

Spider-Man gave a disbelieving laugh which turned into a violent cough, "Nah," he panted, "I didn't do all that much."

Fury shook his head, his hand never leaving where it grasped onto Parker like a lifeline. "You've done much more than you give yourself credit for, Parker." He rasped; throat thick with emotion.

Peter sighed, his body growing more still, "I'm tired," he whispered, brown eye growing dim, "do you think I can sleep for a little bit?"

"Get some rest, Parker. You earned it."

Nick Fury bowed his head in solemn respect, his hand trailing down so to grasp the much smaller hand of one of the most courageous heroes he'd ever met. Spider-Man smiled, enjoying the comforting warmth of the strong grip, and with one last sigh, the boy known as Peter Parker closed his eyes, and left this world.

It isn't over yet. There is still more, I know this is a sad chapter, but stick with it. For now, please REVIEW!