Volume I: The Avengers Part I

Note: This will be the twenty fourth chapter of Volume I and Part I of a two part story. Spider-Man will enlist the help of Captain America, Iron Man, Thor, Hulk, and Captain Marvel as they formed to become a team of heroes needed to save the world from Loki and the Frost Giants. A new age will soon begin that will change the world forever.

It's July 1st at midnight as Spider-Man is on a rooftop patrolling the city but nothing has happened very recently since Kingpin and his criminal empire has fallen, crime has gone down lately.

"It's all quiet tonight, no big surprise with Kingpin finally in prison and crime has gone down. Things are starting to look good for New York. It's summer break for me and Fourth of July is almost close, things are looking simple for my life as Spider-Man." Spider-Man says to himself.

"Have you learned nothing... nothing in life is ever simple!" Madame Web's voice.

"I know that voice... it can only be the voice of Madame Web." Spider-Man suspected it's Madame Web.

Madame Web appears in astral form to Spider-Man's eyes.

"Madame Web... it's been awhile." Spider-Man says to Madame Web.

"Indeed... you've come a long way since I've trained you. But you still have much to learn about being a hero." Madame Web says to Spider-Man.

"So that's you came speaking to me, to teach me a lesson?" Spider-Man says to Madame Web.

"Yes... and to warn you." Madame Web revealed her real intention.

"Warn me?" Spider-Man is confused.

"A war is coming that will threaten the entire world, an old enemy will return seeking vengeance upon you and your world." Madame Web told her warning.

"A war? How do I stop it?" Spider-Man asking for guidance.

"Not alone you can. You will need the help of others like you to save this world. But you must learn unity if you are to win it and save everyone." Madame Web explained some details about the events to come.

"Others like me? Unity? What does all this mean?" Spider-Man is confused by her meaning.

"A new age is upon us that will change this world forever, but first you must find the others and band together to stop this threat. Together, you will change the world as we know it." Madame Web gave hints of a great change.

"What others? What is this change to come?" Spider-Man is still confused.

"You must survive and win this war for it to happen... Remember, unity wins wars... learn it and work together..." Madame Web disappears.

"Wait!" Spider-Man needs more answers.

Spider-Man is still confused by everything Madame Web told him about.

"She can see into the future and yet, she can't even tell me the things she's seen. The woman loves her riddles. But one things for sure is that something big is coming, but the question is what is it?" Spider-Man is worried about the warning and events to come.

Spider-Man jumped off the building and decided to go on patrol into the city.


In a realm far away from Earth, in Jotunheim, the Bifrost came down into the world of Frost Giants. The Bifrost stopped as Thor is in a world of eternal winter where everything is cold and snowy.

"Brother, why come to this realm?" Thor is speaking to himself.

Thor sees the palace of the Frost Giants ruler Laufey, he figured that he might find Loki there since his brother escaped from his cell and left Asgard. Thor spins the hammer in his hand and flies towards the palace.

Thor flies across the frozen lands and reached the palace to find some Frost Giants waiting outside the gate.

"He's expecting you, Thor Odinson."

The Frost Giants stepped aside and allow Thor entrance into the palace. Thor is confused as to why Laufey is letting him inside but he can't turn away as he came too close to finding his brother.

Thor arrived at the throne room surrounded by Frost Giants as he sees someone sitting on the throne. Thor is confused as he sees Loki sitting on it. Loki is wielding the scepter of destiny along with the casket of ancient winters.

"Hello brother, welcome to my realm." Loki smiled with pride.

"Brother, what is the meaning of all this? Where's Laufey?" Thor says to Loki.

"Laufey? Oh, that's right. I've retired him from ruling. I am the king now." Loki explained to Thor.

"How is that possible? Only Laufey and his heirs can claim the throne of Jotunheim!" Thor is confused.

"Exactly, I am the heir to the throne." Loki says to Thor.

"What nonsense is this brother?" Thor is confused to Loki's meaning.

"Father never told you, did he?" Loki says to Thor.

"Told me what?" Thor is curious to what Loki is saying.

"I was never your father's son... I was adopted... my real father is Laufey... I am Loki Laufeyson, son of Laufey and heir to the throne of Jotunheim." Loki revealed his true identity.

"No... no, this cannot be!" Thor is having trouble believing it.

"It is brother, I was born here on this realm during the Great War! Odin found me abandoned and took me in as his own. For years I always wondered why I've never fit in among my fellow Asgardians, why Odin chose you has his heir, now I know why. It's because I'm a Frost Giant raised as an Asgardian, I've been living a lie my entire life." Loki explained his true origins.

"Brother, this changes nothing. You're still my brother, that outweighs anything, whether it be blood or race, you'll always be my brother." Thor still acknowledge Loki as his brother.

"Did our brotherly bonds mean anything to you? I had an opportunity to show father how much I can rule as his prince! I wanted to make him proud of me! But you and your friend the Man of Spiders ruined everything! I was locked up and stripped of my title! Now you'll both shall feel my vengeance once I lead my forces to conquer the realm that started it all, the one the Man of Spiders is sworn to defend, Earth!" Loki revealed his endgame.

"You can't do this brother! There are innocent lives in that world! I shall stop you before war comes to Earth!" Thor is willing to defend the Earth.

"With what army, brother? If I recalled correctly, the nine realms are in complete disarray! War wages on all of them." Loki reminded Thor.

"And let me guess? You had something to do with that." Thor says to Loki.

"Bravo brother, you seen my tricks. I might've said a word or two while I've visited each of the realms, set off chains of events that triggered wars across the nine realm. Asgard is stretching its forces to keep the peace, but even they can't fight all the wars at once. Midgard is vulnerable to attack and without Asgard protecting it, it'll be too easy." Loki explained his plan.

"I won't let that happen!" Thor won't let Loki's plan succeed.

"I'm afraid you've worn out your welcome here. Kill him." Loki order his forces.

The Frost Giants have Thor surrounded as they're closing in.

"So this is how it's going to be? So be it?" Thor spins his hammer.

Thor charges up his hammer as thunder came down to Mjolnir, Thor jumped up and slammed the hammer down hard and sending bolts of lightning onto the Giants, taking out a few.

Thor could see more coming in as he can't take them on all by himself, he spins the hammer and flies off from the palace, Loki watched as Thor retreats.

"Yes brother, run." Loki smiled as Thor is escaping.

Thor flies far away from the palace as he's out of harms way but his biggest worry is the war Loki has planned against the Earth.

"Heimdall! Open the Bifrost to Earth!" Thor calls out to Heimdall.

The Bifrost came down onto Thor and took him out of Jotunheim.

Loki could see the Bifrost taking Thor away from Jotunheim and he's got a pretty good idea where he's heading.

"Too late brother. Events are set in motion that not even you can stop, nor could your friend the Man of Spiders." Loki smiled mischievously.


In space, the Bifrost is raining down toward the Earth with Thor inside it.

Meanwhile back on Earth, it's day time as a car chase is in progress in New York City. Two men are in a convertible being chased by squad cars.

"Get them off our tail!"

One holds a shotgun and shot the right headlight and punctured a tire force the car to steer out of control, the shooter laughed it off. One squad car bump the front one by accident, the other one behind it sees the collision and steers away but bumps into another car and crashed against the cruisers, the car flips over off the ground as the crowd can see it flying towards them.

They all closed their eyes as the car came close to crashing down on them but it didn't, they opened their eyes to find it caught by webs holding it and saving their lives.

"It's a web."

Spider-Man swings by and chases after the car as the crowd are happy that he saved their lives.

"Go Spidey! Go!"

Spider-Man is chasing after the convertible as the robbers see the wall-crawler coming towards them.

"We got trouble!"

The robbers had their shotgun and a sub machine gun as Spider-Man is dodging the bullets in the air as windows and wall are taking the impact.

"Great! I was supposed to be on summer vacation until these guys robbed a liquor store. So much for no crime in the city." Spider-Man says in his thoughts.

The robbers are driving fast until someone is coming towards them flying, Thor came by just in time as he slammed his hammer onto the hood and forced the car to stop as the airbags blew up in their faces.

Spider-Man finally caught up and is surprised to see Thor here again.

"Thor?" Spider-Man is surprised by Thor's appearance.

"Man of Spiders! It's so good to see you again, my friend!" Thor smiled as he hugged Spider-Man up in the air.

Spider-Man felt squeezed. "Yeah... it's good to see you too Thor. You can put me down now."

Thor put Spider-Man down and let's him go. They see the robbers are still trapped by the airbags as police came by for them.

"What brings you into town? I'm guessing that you didn't come all this way to see an old friend." Spider-Man suspects there's more to the visit.

"No... I'm here because I need your help. Your world is in danger." Thor warns Spider-Man.

"From whom?" Spider-Man is curious about the danger.

(Later)

Spider-Man and Thor are on the rooftop each with hot dogs in their hands. Thor is confused by the food he holds.

"What is this morsel?" Thor looking at the hot dog.

"A hot dog." Spider-Man has his mask partially pulled up.

"You actually eat your..." Thor is shocked as he misunderstood the name.

"Oh no, it's just a name. It's good, try it." Spider-Man took a bite from his hot dog.

Thor is still hesitant but he took a bite of his hot dog and is surprised by how tasty it is.

"What do you think?" Spider-Man is wondering if Thor liked it.

"Hmm! It's good, I've forgotten how good Earth food is." Thor liked his hot dog.

"You said that my world is in danger, from whom?" Spider-Man is still worried about the danger.

"You remember my brother Loki?" Thor says to Spider-Man.

"Yeah, I remember him. He tried to take over the throne and have you killed. But we stopped him and he got locked up." Spider-Man remembers Loki.

"Was locked up, he's escaped." Thor says to Spider-Man.

"What? He's escaped?!" Spider-Man is surprised by this news.

"It gets worse, he now rules Jotunheim and its inhabitants, the Frost Giants." Thor says to Spider-Man.

"Frost Giants?" Spider-Man is unfamiliar with that name.

"Tall blue creatures that can generate ice and have superior strength like an Asgardian. More than a thousand years ago during the Great War, the Frost Giants once invaded your world and wanted to bring it into a new ice age. It was only thwarted thanks to my father leading Asgard's armies to defend your realm, they've managed to pushed them back to the heart of their realm but it took a toll on our forces. But now Loki means to lead his forces as they're about to invade the Earth, if he succeeds then all of humanity will be lost as the Earth freezes, nothing will survive:" Thor explained about the Frost Giants.

"But why? What's the purpose of all this?" Spider-Man says to Thor.

"Revenge, Loki wants to bring vengeance on this planet because of us. We ruined his chance to take the throne of Asgard and had him locked away for his crimes, he felt humiliated and took it too personally. He's doing all this to hurt you." Thor explained Loki's motive for the invasion.

"This is really happening... how much time do we have?" Spider-Man says to Thor.

"One, maybe two days. Loki is making the preparations to launch a full scale invasion. But what's worse is that during his escape from Asgard, he stole the scepter of destiny and the casket of ancient winters from Odin's vault. They're both very powerful weapons and could tip the scales in Loki's favor." Thor gave more details about Loki.

"But Asgard has an army too, right? Can't your dad sent reinforcements to help us out?" Spider-Man says to Thor.

"Unfortunately, thanks to my brother's latest transgressions, the nine realms are in complete chaos and Asgard is stretching its forces thin to keep the peace. So until that's dealt with, I'm all Asgard has to offer." Thor says to Spider-Man.

"So it's up to us to fight them on." Spider-Man says to Thor.

"It's impossible, I've seen what these behemoths are capable of, they're formidable foes, even the two of us together won't be enough to stop them." Thor says to Spider-Man.

"But we can't just do nothing and let the world end in a new ice age. We have to stop him no matter what." Spider-Man is still willing to fight.

"If you're certain that you still want to fight this war, then we'll need warriors like us that can do the impossible and fight for what's right. I don't suppose that you know a warrior or two in this realm?" Thor says to Spider-Man.

"More or less... I've met allies during my year as Spider-Man, they're brave and just as tough like you and me." Spider-Man knows other heroes.

"Then what are we waiting for? Let's find them!" Thor says to Spider-Man.

Spider-Man pulled out his phone as he remembered one hero last year, he's dialed to Tony Stark.

(Malibu)

At the Stark Mansion in Malibu, Tony's phone is on the table as his personal secretary Pepper Potts picked it up.

"Hello?" Pepper answered Tony's phone.

"Hello? Who is this?" Spider-Man is confused at the other end.

"Pepper Potts, his secretary. May I ask who is calling him?" Pepper is curious about the caller.

"I need to speak to Tony Stark urgently, tell him Spider-Man is calling him, he'll know what that means." Spider-Man explained to Pepper.

"Spider-Man? So you must be Peter Parker who saved his life last year and teamed up with Tony to stop the Mandarin?" Pepper knows who Spider-Man is.

"What?" Spider-Man is shocked that she knows.

"I know Tony is Iron Man, he trusts me with his secret and confides in me. You can trust me, Peter." Pepper knows both their secrets.

"Well... okay. But please get him on the phone, it's a matter of life and death." Spider-Man needs to speak with Tony Stark.

"Hold please." Pepper is walking to the outside.

Tony Stark is skinny dipping with some hot models in the hot tub as he's enjoying the company. Pepper came with the phone on hold.

"Tony! I need you right now!" Pepper says to Tony.

"Pepper! If you're looking to relax, there's plenty of room for you too!" Tony invites Pepper to the hot tub.

"Knock it off Tony! Peter Parker is on the phone and he needs to speak with you right now! It's urgent!" Pepper holds the phone.

Tony is surprised to hear from Peter Parker in a while since their last team up, but he's curious as to why he's calling him right now.

"Excuse me ladies!"

Tony grabbed a towel and wrapped it around his waist as he took the phone from Pepper as he walks back into the living room for some privacy.

"Hey kid, it's been a while since I've heard from you. So what's all this about?" Tony speaks to Peter.

"Tony! Don't take too long! We're waiting!" Models were giggling for Tony.

"What was that?" Spider-Man hears someone talking like a woman.

"Oh, I was just skinny dipping in the hot tub with a couple of models, we were having fun." Tony says to Spider-Man.

"Okay, you know what, forget I asked. That's not important." Spider-Man says to Tony.

"So what this call about?" Tony is curious about what Spider-Man wants.

"There's about to be an invasion coming to Earth that threatens everything. I need your help as Iron Man." Spider-Man mentioned the invasion.

"An invasion? Like from outer space? What are we up against?" Tony is curious about this invasion.

"A god from another realm that I've pissed off and now he's bringing an army of abominable snowmen to freeze our entire planet. This is very big Tony, I need your help to save this world." Spider-Man explained about Loki and the Frost Giants.

Tony is surprised by everything Spider-Man is telling him, something big is coming and that he'll need to team up with Spider-Man to save this world.

"I'm on my way kid. Let's meet up at Stark Tower." Tony hangs up the phone.

"Tony?" Pepper is seeing Tony planning to leave.

"Sorry ladies! I got work to do!" Tony tells the models in the hot tub.

Tony is walking to his lab as he's dressing up in casual clothes.

"Tony, what am I supposed to say to the board?" Pepper is following him.

"Tell them to reschedule the meet. Spider-Man needs me to help save the world." Tony is entering the lab.

Tony is inside the lab alone as he walks to the hall of armor, he's surrounded by different versions of the Iron Man suits, each with a specific purpose and capability.

"JARVIS, power up the armor!" Tony says to JARVIS.

"At once sir!" JARVIS comply with the order.

Tony's red and gold suit powers up as the visors is glowing blue.

(New York City)

"Okay, Iron Man is on his way. If a war is coming, then we'll need a soldier to fight it." Spider-Man has another hero in mind.

"I don't doubt that your realm's warriors are brave, but they're not well equipped for this war." Thor says to Spider-Man.

"I can think of one well suited to the task." Spider-Man dialed for Steve Rogers.

(Paris)

At the US embassy in France, a delegation got disrupted by a team of mercenaries lead by Batroc the Leaper. The ambassador is held hostage along with other officials.

"Forgive me for ruining this moment, but I was paid to disrupt the event. It's nothing personal." Batroc says to the hostages.

The embassy windows came crashing down as S.H.I.E.L.D. agents storm in and started shootings at the mercenaries, killing them off one by one. Batroc saw that S.H.I.E.L.D. has intervened, he makes a tactical retreat from the scene.

Couple of mercs still has the ambassador held hostage until Agent 13 came crashing down from the window ceiling and uses her pistols to kill both mercs with headshots, she saved the ambassador. She made it to the floor and took off the rappelling rope.

"Mr. Ambassador, are you alright?" Agent 13 asked if he's okay.

"I'm fine, thank you."

"Ambassador is secure Captain, Batroc is heading to the roof." Agent 13 says on the earpiece.

At the same time outside on the rooftop as he reached the helipad, he was about to board the copter for his escape.

"Not so fast!" Captain America yelled out to Batroc.

Batroc turns around to see Captain America dressed in a new modern suit identical to his old classic one and still wielding his signature shield.

"Captain, it's been awhile." Batroc speaks in French.

"You've been on S.H.I.E.L.D.'s wanted list since you were aiding in acquiring a bio weapon for HYDRA, now we can add attacking a US embassy to your rap sheet. Give up Batroc, there's no escape for you." Captain America speaks in French.

"Only through you, Captain America." Batroc speaks French.

"So be it." Captain America said in French.

Captain America tossed the shield at Batroc but he missed as the mercenary jump over the shield and Cap charged in as the shield bounced off the wall and returning back. Batroc landed behind Cap and tries to do the back kick but Cap uses his shield to block. Cap counterattack by using the shield as a melee weapon on Batroc but the guy did the butterfly twist and dodged the attack.

Batroc strikes back by jumping and doing the axe kick on Captain but he uses his shield to block and counters with a oblique kick to his leg, Batroc loses balance and falls down, but he quick flips back up on his feet.

"So you still want to dance?" Captain America still on his guard.

Batroc does the spinning heel kick Cap pulled back and Batroc strikes again with a superman punch, Cap weaved and counters with an uppercut, effectively knocking Batroc to the wall and he went out cold.

"Dance lessons are over." Captain America says to a defeated Batroc.

Agent 13 and the agents arrived at the rooftop to see Captain America has already defeated Batroc.

"Agent 13, how is the ambassador?" Captain America is curious about the ambassador.

"He's shaken, but otherwise fine. I see that you finally captured Batroc." Agent 13 is impressed by Captain America's performance.

"He's all yours." Captain America says to Agent 13.

Agent 13 had the agents go and arrest Batroc as Captain America felt a vibration coming from his utility belt, he checks and pulled out a smartphone. He checks the caller ID and see Peter Parker is calling him, he tries to figure out how to accept the call but he's having trouble.

"How do you..." Captain America is still figuring out.

Agent 13 took the phone and uses her finger on the screen and accepted the call, she gave the phone back to Cap.

"Thank you... Sharon." Captain America thanked Agent 13 as he hold the phone to his ear. "Hello son."

"Cap, glad that you finally called me back, I've been trying to reach you." Spider-Man says to Captain America.

"I'm sorry, I had the phone on vibrate, I was on mission in Paris and couldn't return you calls. But now I'm finished with the mission, what can I do for you?" Captain America says to Spider-Man.

"I need your help Cap, the fate of the world depends of us. You need to come back to New York as soon as possible." Spider-Man says to Captain America.

Captain America is surprised that Spider-Man needs his help since Spider-Man is perfectly capable of doing things on his own. But he says that the fate of the world depends on them, it must be something big for Spider-Man to being asking him for help.

"I'm on my way." Captain America finished talking as he tries to figure out how to hang up.

"Allow me." Agent 13 took the phone and hanged up.

"Thank you... I have to go. Is there a quinjet nearby?" Captain America is asking Agent 13.

"We got several here." Agent 13 says to Captain America.

"Good... I need one." Captain America is walking away.

"Do you even know how to fly one?" Agent 13 is worried

"Of course, I was a pilot in World War II." Captain America remained confident.

"That's comforting." Agent 13 is still bit worried

(New York City)

"Okay, Cap is on his way." Spider-Man walked to his backpack.

He picked up a modified pager he got from Captain Marvel months ago. It started beeping a beacon for her.

"What are you doing with that?" Thor is curious about the device.

"Paging a friend who is light years away. Hopefully she'll get the message. In the meantime, we need to head for the Catskills, there's one more person we need to recruit." Spider-Man says to Thor.

"Allow me to take you there." Thor is spinning his hammer.

"It's quicker than taking a train... I hope." Spider-Man walks up to Thor.

"Hold on tight." Thor advised Spider-Man.

Thor has Spider-Man with him as he flies off into the air by Mjolnir, the pager on Spider-Man still beeps into the cosmos.

(Knowhere)

At the edge of the universe is place called Knowhere, a severed head of a celestial is now a colony for all beings in the galaxy.

At a cantina inside the colony, space travelers and outlaws are having fun and drinking, among those is Captain Marvel who is relaxing after doing her duties as a space hero. As she's left alone, two creatures came up to her. One is a raccoon walking on two legs dressed in clothing and armed with space weapons, the other is a very tall plantlike life form.

"Well... if it isn't the Mighty Captain Marvel." Rocket Raccoon says to Captain Marvel.

"Rocket, Groot! Didn't know that the Guardians of the Galaxy is back in Knowhere." Captain Marvel says to the two guardians.

"Yeah, we just completed a mission on Xandar, they paid us less for the job unfortunately. By the way, we got you a gift." Rocket pulls out a red sash with a gold star identical to the one she's got on her.

"It's beautiful, where did you get it?" Captain Marvel is curious about the sash.

"Oh, me and Groot were on a Kree Planet before we went to Xandar, me and this Kree fighter pilot betted on the game and we won." Rocket explained to Captain Marvel.

"And he gave you the sash?" Captain Marvel holds the sash.

"No, I won a hundred units. I snuck into his place later and stole the sash." Rocket explained how he got the sash.

"And you're giving it to me. Thanks." Captain Marvel puts it around her waist.

"Don't mention it, it looked better on you anyway, it matches your outfit." Rocket says to Captain Marvel.

Captain Marvel liked the sash as it fits her style, but her admiration got cut short as she's getting a signal on her wrist communicator, she recognized the beacon as the one that's matches the pager she gave to Spider-Man before her departure from Earth.

"What is it?" Rocket is curious about the beeping noise.

"An old friend back on Earth is calling me, he needs my help. I have to go. Care for a trip to Earth?" Captain Marvel says to the guardians.

"Love too, but the guardians are on stand by in case we're need. Good luck on Earth, Captain Marvel." Rocket says to Captain Marvel.

"I am Groot." Groot hugged Captain Marvel.

"Goodbye Groot." Captain Marvel hugged Groot back.

She stopped hugging Groot and she left the two guardians behind, she flies through the colony and made it outside of Knowhere. She then made a jump through space as she's returning back to Earth to help Spider-Man.


Later back on Earth in the Catskills, Spider-Man and Thor are far outside a cabin.

"We're close to the place where we found Mjolnir. Why are we back here?" Thor is confused.

"We're not returning to where we found Mjolnir. This is the last known address of someone I've crossed paths with. He's the strongest being on Earth." Spider-Man explained to Thor.

Spider-Man and Thor walked up to the cabin.

(Cabin)

The cabin is occupied by Bruce Banner and his girlfriend Betty Ross. Bruce spent months here with Betty since he stopped running from the Army.

The doorbell rang as Betty is walking towards the door.

"Bruce! I think the pizza is here!" Betty Ross reached the door.

Betty Ross opens the door to see Spider-Man and Thor waiting outside.

"Uh... Bruce?!" Betty Ross is calling out to Bruce.

Bruce came to the door only to see Spider-Man again with someone else he doesn't recognize.

"Spider-Man?" Bruce is surprised to see Spider-Man again.

"Hey Bruce... we need to talk." Spider-Man says to Bruce.

They heard a noise from behind as they turn around, there's a pizza delivery guy holding a box of pizza.

"Uh... someone ordered a pizza?"

(Later)

Everyone is inside the cabin as Thor is eating a slice of pizza as Spider-Man and Bruce needs to talk. Spider-Man see that Bruce has a woman in his life, someone he loves, something he can relate too well with his relationship with Gwen Stacy.

"I see that you've lived a peaceful life since the last time we've met." Spider-Man says to Bruce.

"Yeah, haven't Hulked out in months. So how did you find me?" Bruce is curious as to how he was found.

"I've worked as a consultant with an organization called S.H.I.E.L.D., they're the ones who kept General Ross off our backs. I took a peek at their files on heroes, yours is among them, including your current address." Spider-Man explained how he found Bruce.

"But that's not why you're here, is it?" Bruce suspects there's more to it.

"No... there's a war coming to our planet that threatens everyone's lives, Thor and I are looking for heroes to defend it. We need you Bruce Banner, we need the Hulk." Spider-Man revealed his true intentions.

Bruce is shocked to hear that Spider-Man needs the help of the Hulk after Bruce finally got his life back with the woman he loves.

"Spider-Man... no, no! I can't go back to that life. I spent the last two years on the run, worrying whether if Ross finds me or the Hulk coming out to wreck havoc. I finally got my life back, got to be reunited with Betty Ross after so long. Please Spider-Man, don't ever ask me to bring the Hulk back into my life again... ever." Bruce is reluctant to bring the Hulk.

"Bruce, believe me, I understand what you're feeling." Spider-Man says to Bruce.

Spider-Man is taking off his mask as a show of good gesture and trust. Bruce is surprised to see that Spider-Man is really a teenager.

"I also have a life, I got a girl I love that I would do anything to be with. I've never wanted to be Spider-Man from the beginning, but I can't turn away the responsibility of being a hero. Believe me, the last thing I want is to ruin your life. But an invasion is coming, if what Thor says is true, then no one on Earth will be safe. A whole lot of people will die if we do nothing. There won't be no place on Earth for Bruce Banner to be in peace." Spider-Man tries to reason with Bruce.

Bruce sighed. "What do you want from me?"

"Just come with us and help save the planet, then after you're done, you can come back to your life of peace and tranquillity." Spider-Man asking Bruce for his help.

"You know from personal experience how dangerous the Hulk is. Why drag him into this fight?" Bruce is still cautious about the Hulk.

"You're right, he is dangerous, but from the time I've known him, I know that he's a force for good. This other side of you had such contempt for, he might do some good and help save this world. Please Bruce, just this one time." Spider-Man pleaded with Bruce to bring the Hulk.

Bruce still has doubts about going back to the life of the Hulk as he learned that the Hulk can be very dangerous to his enemies and allies alike. Bruce see Betty Ross, the love of his life, he can't imagine a world without her. If what Spider-Man says is true, then no one is safe.

Bruce sighed. "Okay... just this one time."

"One time." Spider-Man agreed with Bruce's term.

"Can you guys give me and Betty a moment alone?" Bruce asking Spider-Man and Thor.

"Yeah, we'll wait outside. Come on Thor." Spider-Man is walking out.

Thor picked up another slice of pizza and walks out with Spider-Man, leaving Bruce and Betty alone to talk.

"Betty, I'm sorry, I don't want to leave you." Bruce says to Betty Ross.

"I know Bruce, but also know that you're not the type to turn away help. It's what I love about you, you always wanted to help people, this is your chance." Betty Ross smiled at Bruce.

"No matter how long it takes, I will come back to you. I promise." Bruce says to Betty Ross with love.

Bruce and Betty kiss each other before he leaves the cabin and joins up with the two heroes waiting outside for him.

"Are you ready?" Spider-Man says to Bruce.

"I'm ready." Bruce is ready.

"Then let's go save the world." Spider-Man says to Bruce.


Back in Jotunheim, Loki is in his throne room preparing for his invasion on Earth, he uses his magic to spy on Earth as he sees his brother Thor with the Man of Spiders.

"So that's your plan to stop me Brother. Assembling a group of mortal freaks in hopes to stop my invasion." Loki says to himself.

Loki could see certain players that Spider-Man and Thor are assembling, man in a armored suit, a solider with a shield, a blonde space woman with powers, and a scientist that can change into a big green monster.

"If you two think that theses heroes will be enough to stop me, think again. Perhaps it's time that I join in on the fun." Loki has something plan to stop the heroes.

Loki gets up as he walked to the balcony to see his legions of Frost Giants assembled for the invasion.

"My subjects, the time to invade is at hand! But first I must leave Jotunheim to ensure our victory to take the Earth isn't in vain! As soon as these obstacles are removed from the game, I'll shall call to you to invade the Earth and kill any one in our way! For Jotunheim!" Loki inspiring his followers.

"FOR JOTUNHEIM!!!"

Loki uses his the power of the casket to send himself to Earth to disrupt his brother's team of defenders from thwarting his plans.


The sun is going down in the city, at Stark Tower, Peter, Thor, and Bruce are waiting for the others heroes to come.

Peter's phone is ringing as he picked it up and answered it, it's his Aunt May.

"Hey Aunt May." Peter says to May.

"Peter, it's been hours since you went into the city. Are you still patrolling the streets as Spider-Man?" May is worried for Peter.

"I wish, but no. Something big has come up that requires my help as Spider-Man." Peter explained his extended duties as Spider-Man.

"How big?" May is curious.

"Like the 'end of the world is near' big. Listen Aunt May, I don't know if I'm going to return home or not. If I don't, I want you to know that I love you, you've been a mother to me all these years." Peter is saying his goodbyes.

"Peter... you will always be like a son to me, you're my boy. I love you too... please survive for everyone who loves you." May says to Peter

"I will... I love you Aunt May... goodbye." Peter hangs up as it could be his last.

Peter is worried that he might not survive the war that is to come, he could die along with everyone else.

"I see someone in the sky heading here." Bruce is pointing at an object in the sky.

Peter took a look and smiled as he recognized who it is. The speakers at Stark Tower turned on as 'Shoot to Thrill' is being played, Thor and Bruce are confused as to why music is playing but Peter isn't too surprised by Stark's theatrical entrance. Iron Man came in landing on to the balcony as he opens up his armor and Tony Stark is walking out.

"Should've known that you would make quite the entrance." Peter smiled at Tony.

Peter and Tony high five on another as they're happy to see each other since their last team up.

"It's been so long kid. Thought I never hear from you again." Tony is happy to see Peter.

"Sorry about that, I've been too busy being Spider-Man." Peter says to Tony.

"So I've heard. By the way, congratulations on bringing down the Kingpin. Must've been tough taking down New York's biggest crime boss." Tony applause Peter for his accomplishment.

"It was, but I had help in taking down Fisk. Crime in the city has gone down lately. So how's the war on the Mandarin going?" Peter is curious about Tony's adventures as Iron Man.

"Slow and steady, I'm afraid. It's not as easy as taking down a crime boss. That Mandarin is one tough son of a bitch." Tony explained to Peter.

Peter see that Tony still uses his old armor from their previous team up.

"I see you're using that armor from last time. What happened to that other armor you created, the War Machine?" Peter is curious.

"It's great but it's too much firepower for one armor. It's pretty heavy and not too flexible like my standard one. Oh! Speaking of armor, I've been working on a new project for you in these past months. It's called the Iron..." Tony was about to finish that sentence.

"Mr. Stark, there is something entering into Earth's atmosphere, something powerful, something alive, it's heading here." JARVIS says to Tony.

Peter has a hunch who it could be as he walks to the balcony as did everyone else. They see something glowing in a bright light, it looked human. Peter isn't surprised as he knows who it is. The light disappeared slowly as everyone see a woman wearing a red, blue, and gold costume.

She landed on her two feet as her helmet dematerializes and they see a blonde hair woman.

"Guys, meet Carol Danvers, better known as Captain Marvel." Peter introduced her to them.

"Well hello there, don't think we've met, I'm Tony Stark." Tony flirts with Carol as he extended his hand to here.

"Carol Danvers, nice to meet you." Carol smiled as she took his hand.

Tony liked the feeling until she squeezed a bit and Tony is feeling a bit hurt by it.

"Yeah... nice to meet you too." Tony tries to act cool.

She lets go of his hand as he felt the pain has relieved but still hurts a bit.

"Got a strong handshake." Tony shakes off the pain in his hand.

"Carol, this is Tony as you just met, these two are Bruce Banner and Thor Odinson." Peter introduced the others to Carol.

"Nice to meet you all." Carol says to Bruce and Thor.

"Likewise, warrior goddess." Thor says to Carol.

"Didn't know that when you called to me that we be having company." Carol says to Peter.

"Yeah, but this mission requires all six of us." Peter says to Carol.

Carol look as there is only five people here, including herself.

"Six? You one person short." Carol reminded Peter.

"We're still waiting for one more. So how was space? Where did you go?" Peter is curious about her adventures.

"Knowhere." Carol answered his question.

"Nowhere? You had to been somewhere." Peter is confused by her meaning.

"No, Knowhere is a severed head of a celestial turned into a colony." Carol explained about Knowhere.

"I see. Nice sash by the way, it's definitely a great improvement." Peter likes the new sash.

"Sir, an aircraft is coming here. It looked like a S.H.I.E.L.D. quinjet." JARVIS informs Tony Stark.

"S.H.I.E.L.D.? What are they doing here?" Tony is curious.

All five of them see a quinjet landing on the pad of the Tower as they went up to see who it is.

They're outside to see the quinjet as the ramp is opening, everyone sees a man in a red, white, and blue suit wielding a shield.

"Ladies and Gentlemen, met Steve Rogers, better known as Captain America, the world's first superhero." Peter introduced Captain America to the group.

"Son, it's been awhile." Steve says to Peter.

"It sure has. By the way, nice suit." Peter liked the new suit.

"Thank you, figured if I'm going to be fighting as Captain America in the modern times, my suit should be modern too. Though I'm still adjusting to many things, but thanks to Sharon, I'm getting the hang of things." Steve says to Peter.

"Sharon? You mean Agent Carter?" Peter says to Steve.

"Yeah... that's what I said... we've... been close." Steve felt a bit nervous saying it.

"How close?" Peter suspects something between Steve and Sharon.

"You asked for my help, so I'm here to help. Let's stay focused on the mission." Steve says to Peter.

(Later)

Everyone is inside the tower as Thor is explaining about the invasion.

"Okay Thor, tell them what you've told me." Peter is sitting with the others.

"Very well... about more than a thousand years ago, your world was once invade by Laufey and the Frost Giants, they're only purpose was to conquer and destroy, they've unleashed the power of the casket of ancient winters upon your world as they came so close to bringing it into a new ice age. Mankind was on the verge of becoming extinct, all would have been lost that day if not for my father Odin who lead Asgard's armies against these behemoths. The war took a heavy toll on our forces, it even cost my father his eye, but they were successful in driving them back into their realm where the final battle had ended. My father was able to strip them of their prized weapon and forced an uneasy truce with them. But now recently my brother Loki has stole to casket of ancient winters along with the sceptre of destiny, both very powerful weapons. He has reclaimed his right to the throne of Jotunheim and now plans to lead his forces to attack the Earth. If they succeed in winning, then the whole world will freeze to the point where no human can survive. Humankind is about to face extinction unless we stop him." Thor explained the details of Loki and the Frost Giants.

"But there's only six of us." Bruce is worried about the numbers.

"That's true, but each of us have unique gifts as well as experiences in dealing with super powered beings. As of right now, we're Earth's only hope to save it." Peter tells the team.

"Then I guess that each of us will have to work together as a team." Steve says to everyone.

"I'm sorry, who elected you to become team leader?" Tony says to Steve.

"No one did, but since you've mentioned it. This team needs a leader who's well experienced in battlefield tactics. I have lead teams in World War II to victories." Steve explained his leadership qualities.

"Yeah, how long ago is that? This isn't World War II, G.I. Joe." Tony isn't confident in Steve's leadership.

"I suppose you can do better, Mr. Stark." Steve says to Tony.

"Well I am one of the best minds on this planet and knows the modern world better than you do, Captain. My super intellect has gotten me so far in my ventures as Iron Man. So clearly I'm the best choice to lead." Tony volunteers to be the leader.

"You? A mere mortal is capable of leading us to victory against the Frost Giants? I've faced these behemoths many times in my life as a warrior. So I'm the one who should lead you mortals against them." Thor thinks he should lead.

"Guys, come on!" Peter is trying to reason with each of them.

Peter's phone rang, he checks as it's Mary Jane calling him. He steps outside of the team's debate of who leads the team.

Peter answered the phone. "Hey MJ, what's up?"

"Peter, I just talked to your aunt and she told me that you're going off to save the world and might not coming back. What's going on Tiger?" Mary Jane is concerned.

"Unfortunately everything she says is true. It seems like the sins of Asgard might've followed me home. A war is coming that threatens everyone's lives, including yours and Aunt May's. I'm here with a team of heroes like me, we're all just getting to know each other." Peter says to Mary Jane.

"So how's the team working out?" Mary Jane is curious about this team.

Peter looked back inside to see everyone still in debate.

"We're making progress... kind of." Peter says to Mary Jane.

"That bad, huh?" Mary Jane figured out from Peter's voice.

"Can you blame them? They're all heroes used to doing things on their own, none of them worked together as a team. To be honest MJ, even I'm having a hard time being a part of the team." Peter still has his doubts.

"What's the problem? You've worked with other people before. Couple months ago, you've told George Stacy your identity for him to help save us from the Kingpin and it worked." Mary Jane says to Peter.

"Yeah, but this is different, I'm not working with the cops right now taking down common criminals. I'm just a superhero working with other superheroes to save the world. Each of us are just... too different. I don't know if we can make this work." Peter is still doubting.

"Then you need to find a way to make it work. Peter, you can't do everything by yourself, and neither can they. If there is a chance to save the world then all of you will need to learn to work together. Remember the lesson that your uncle taught you." Mary Jane reminded him of Uncle Ben's lesson.

"With Great Power comes Great Responsibility." Peter remembered the lesson.

"You can do this Peter, you can help save the world, you just need to believe in yourself and in those you fight beside with. I think that it's fate that all of you are together in this moment, the world has changed since you've shown up and it's only continues to change some more." Mary Jane says to Peter.

"It has, with everything the world is facing, things are about to change forever. I don't know if everyone is ready for this kind of change to their world, but we don't need to recognize it, we just need to save it." Peter says to Mary Jane.

"I know you will, you'll find a way, you always do. Good luck Tiger, don't you dare die out there, you hear me?" Mary Jane says to Peter.

"I'll fight to my last breath until we save the world or die trying. Goodbye MJ, hope that we see each other again." Peter says his goodbyes.

"So do I. Bye Tiger." Mary Jane says her goodbyes as she hangs up.

Peter still hold onto the phone as he scrolls down his contacts, he came across Gwen Stacy's contact. With the End of the World near, it might be the last time he ever talks with Gwen before whatever happens... happens. Peter dialed Gwen and holds up the phone.

"Peter? Is that you?" Gwen is asking for him.

"Yeah... it's me Gwen. I... I just wanted to check up on you and hear your voice." Peter says to Gwen.

"Is everything alright?" Gwen is worried.

"Yeah... everything is fine. Just been pretty busy in my work." Peter tries to assure Gwen that everything is fine.

"Okay, I hope that you're not too busy on the holiday, we get to celebrate Fourth of July together and watch the fireworks." Gwen says to Peter.

Peter smiled. "That sounds romantic, can't wait."

"Okay, I gotta go. I love you Peter." Gwen says to Peter.

"I love you Gwen... I'll always love you." Peter says his final words before he hangs up.

Peter is still worried about whether he'll see Gwen again after this is all over or if he'll die trying to save the planet.

Peter went back to join up with the other heroes who are still in debate with one another.

"So where were you when HYDRA was about to steal a bioweapon to kill millions of live, me and Spider-Man were able to prevent a global epidemic." Steve says to Tony.

"I was away dealing with another threat. Where were you when the kid and I face a dragon last year?" Tony is referencing Fin Fang Foom.

"Dragons? You have dragons in your realm?" Thor is surprised by dragons.

"It's a long story. Listen guys, do you think that we can stop debating about who leads the team and focus on figuring out how to stop Loki." Peter suggested to everyone.

"Fine!" Steve and Tony said in unison.

Peter is still trying to keep the group from fighting one another.

"Okay, so Loki is assembling an army, but how is he going to invade the Earth?" Peter is curious about the invasion.

"The Casket of Ancient Winters is capable of transporting an army into this realm like it did in the past, Loki will most likely attempt to do the same. But the question is, where will he strike first?" Thor explained to Peter.

"Sir, there's an unusual wormhole opening up in Earth's atmosphere, it's heading down to upstate New York." JARVIS says to Tony.

"JARVIS, activate Stark satellites and give me a visual on the spot." Tony instructs JARVIS.

A holographic screen shows up as one of Stark satellites got a live visual of something in the fields, they see a single man dressed in green as he looks up at the sky, they got a image of his face that Thor immediately recognized.

"Odin's Beard, that's Loki." Thor says to the team.

"How many others are with him, JARVIS?" Tony says to JARVIS.

"None, just one." JARVIS informs Tony.

"He came by himself without an army? That doesn't make sense." Peter is still puzzled by this.

"Sense or not, he's here on Earth. We need to take the king out of play before the battle comes to Earth. So let's go capture Loki and stop his invasion." Steve says to the team.

"Who put you in charge again?" Tony says to Steve.

"I'm not discussing this Stark, let's stay focused on our mission." Steve tells Tony.

Tony sighed. "Fine, the sooner we get Loki, the sooner we can disband this group and get back to our lives."

"For once, I agree with the playboy." Carol says to the team.

"The sooner, the better. Hopefully the Hulk won't be needed in this fight." Bruce is getting up.

"Let's go, Man of Spiders. Time to catch Loki." Thor picked up his hammer.

Peter could sense tension among the group as they're still dealing with working with one another. He can only hope that they put aside their selfishness and work together as a team in order to save this planet.

The team boarded the quinjet that Captain America came in flying here. The cockpit is taken by Carol Danvers who is preparing to take off. Everyone took their seats as the ramp closes, the quinjet takes off from the pad and flies away from the city.


At the same time in Queens, May and Mary Jane are at the Parker House that got fully restored after the incident with the Kingpin's men. They're in the living room worried about Peter since he called them both.

Mary Jane could see that May is praying with a cross as she's catholic from her family's side.

"Please watch over Peter and protect him." May is praying.

"Don't worry, Ms. Parker. I'm sure that Peter will find a way to prevent a war from happening." Mary Jane tries to comfort May.

"I hope so, but this isn't common criminals he facing against, this is so much bigger than that. The End of the World is coming and Peter might not come back from this fight." May is still worried for Peter.

"You love him like he's your son." Mary Jane says to May.

"Me and Ben have tried for years to have children, but we never could. Then one day, Ben's brother and his wife brought Peter into the world, when I first held him, it felt like me holding my son in my arms, even though he's my nephew. When Peter's parents often leave for work, they would leave Peter with us to take care of him. Ben and I weren't his parents but raising Peter made us feel like we were. Then one day, we got the news that they died in the plane crash, Peter just lost his parents and his whole life changed. Peter would often have nightmares in the middle of the night and I would come to him to make him feel safe. In time, we raised Peter like he was the son me and Ben never had, he was our boy." May tells about Peter's youth and his parents.

"Sounds like me when I was taken in by Aunt Anna. After my dad walked out and my mom died, she became the closest thing to a mother, she raised me like a daughter and gave me a good life. I'm the girl I am today because of her, and Peter is who he is because of you." Mary Jane can relate to Peter's life.

"You and Peter have a lot in common, before you and Peter met, Anna and I had this fantasy that you two would get together. Maybe one day get married and have children, live the happy married life." May confessed about her and Anna plans for them.

"I'm flattered, Peter is cute and all, but he and I are only friends." Mary Jane says to May.

"So there's not a single part of you that felt some kind of attraction to him?" May says to Mary Jane.

"Well... he is pretty smart and very nice... I can't deny that he's gotten pretty handsome that a lot of girls are into him." Mary Jane is describing her attraction to Peter.

"Really?" May smiled as Mary Jane said those words.

Mary Jane blushed as she felt embarrassed. "I mean as a friend, of course. I have a boyfriend now and he's got Gwen who is his true love. So me and Peter aren't meant to be, I can only be in his life as his best friend and nothing more."

"That's true, Peter does need you in his life. Even though he's with Gwen and I'm so happy for him, but you're still one of the most important girls in his life." May says to Mary Jane.

Mary Jane felt a bit embarrassed that she described her feelings for Peter, but she's already in a relationship with Harry Osborn and Peter is with Gwen Stacy. They both still remained friends.

"Now, if you'll excuse me. I believe that I still got some business to do in the city." May is getting up on her feet.

"You're leaving at this time of night?" Mary Jane is worried.

"Of course." May is getting her purse.

"Then I'm going with you." Mary Jane offers to keep her company.

"That's very kind of you but it's not necessary." May appreciates Mary Jane.

"Please, it's the least I can do." Mary Jane is insistent.

"Very well, shall we?" May is walking out the door.

Both May and Mary Jane left the house to go into the city at this time of night.


The quinjet is heading for upstate New York to where Loki has landed, Spider-Man is donned in his Spider-Armor for this battle, they've already stopped at Roosevelt Island to get the armor before heading into battle.

"Nice armor kid, I see that you've took a page from my playbook." Iron Man like Spider-Man's armor.

"Thanks, since there's a war coming. I should be prepared." Spider-Man says to Iron Man.

"We're almost at the site." Captain Marvel is piloting the quinjet.

"So how did the two of you meet?" Iron Man is curious about Spider-Man and Captain Marvel.

"I found her in a spaceship." Spider-Man tells his side of the story.

"I blasted him." Captain Marvel told her side.

Iron Man smiled at that response. "You what?"

"Perhaps he's told you about the time he and I searched for Mjolnir, me and the Man of Spiders took on the Wrecking Crew." Thor tells his tale.

"Why do you keep calling him Man of Spiders?" Bruce is curious.

"Because that's who he is, the Man of Spiders." Thor still names Spider-Man the Man of Spiders.

"We're here. I'll put the quinjet down for landing." Captain Marvel still pilots the quinjet.

The quinjet arrived at its destination and landed in the middle of the meadows. The ramp opens as the team got outside to see the spot where Loki was.

"This is the spot, but where is he?" Captain America tells the team.

"JARVIS, can you do a search of the area from the satellite?" Iron Man says to JARVIS.

"Already on it... Got it, there's a heat signature that matches from earlier." JARVIS informs Iron Man.

"Perfect, this will be a piece of cake." Iron Man is getting confident.

"Wait! I'm picking up another heat signature in the woods nearby. No! There's about six heat signatures, all identical." JARVIS is having an error in his scanning.

"Crap." Iron Man is disappointed.

"What's wrong?" Captain America is curious.

"JARVIS is picking up more heat signatures, all identical, somewhere in the woods. He can't tell which is which." Iron Man says to Captain America.

"My brother is here, he's using his illusions to throw us off." Thor tells the team.

"So how do we know which one is the real Loki?" Captain Marvel is curious.

"We don't, he's playing tricks on us." Thor says to the team.

"Then we find him the old fashion way! We each take one until we find the real thing!" Iron Man is hovering off the ground.

"Stark, we can't just rush into danger without knowing what we're up against! We need a plan of attack!" Captain America tells Iron Man.

"I have a plan... attack!" Iron Man flies away.

"I swear, it's like he doesn't think things through. Fine, let's each take one and find Loki, radio in the others when you finally found him." Captain America instructs the team.

"Fine, but be careful. When it comes to my brother, expect the unexpected." Thor advised caution.

"Ah, if it's okay. I prefer to stay behind on the quinjet. It might not be wise to involve the Hulk in this search." Bruce is still cautious about the Hulk.

"Fine... you can stay here. If we're in real trouble and need real backup..." Spider-Man say to Bruce.

"I know, get angry. Hulk will smash, got it." Bruce understands Spider-Man's request.

"Ok, we'll be back soon. Stay safe." Spider-Man is leaving with the team.

Bruce remained behind at the quinjet as the team are searching the woods for Loki.

"All team, time to split up. Stay in contact with each other." Captain America tells the team.

"Aye." Thor understood.

"Sure thing Captain" Captain Marvel understood.

"Got it Cap." Spider-Man says to Captain America.

The team started to split up one by one to search for the real Loki who is still in the area and close.

Loki is looking from a distance to see the heroes are splitting up individually.

"They bought it. Hook, Line, and Sinker. Time for me to join the fun." Loki smiled as everything is going as planned.

Iron Man is in the air searching for any signs of Loki in the woods.

"Where are you?" Iron Man is still flying.

Iron Man kept searching around until he sees Spider-Man lying on the ground not moving.

"My god, Kid!" Iron Man flies closer to Spider-Man.

Iron Man landed on the ground and removed his helmet to check on Spider-Man who is still not moving.

"Kid! Are you alright?" Iron Man is worried.

Spider-Man moved and uses the tip of the scepter on Tony's head, the scepter's powers flows to Iron Man's mind and putting him under his control.

"Oh I'm so much alright." Spider-Man speaks with Loki's voice.

It wasn't the real Spider-Man but Loki disguised as him using magic to fool Iron Man to lower his guard.

"Now you're under my command. One down, five more to go!" Loki smiled mischievously.

At an another part of the woods, Thor is still searching for Loki as he remained on his guard.

"Where are you brother?" Thor is looking around.

Thor then sees Loki meditating in the middle of the woods with his eyes closed.

"Hello brother! It's time to take you home." Thor says to Loki.

"Home? Which one? My birth home or the one that has been nothing but a lie!" Loki says to Thor.

"Brother, we grew up together during our youth. You may not be my blood but you're still brother. Nothing will ever change that. Please... come home." Thor pleaded with Loki.

"I'm touched... but I'm still staying." Loki still isn't moving.

"Then I'll have to take you home by force." Thor makes his move.

Thor tries to take Loki but couldn't as the Loki in front of him is an illusion.

"Behind you." Loki's voice behind Thor.

Thor turns around only for the specter tip to touch Thor's heart, Thor was too late as he was already under Loki's control.

"Only four to go." Loki says to himself.

Captain Marvel is in the woods searching for Loki, she uses her photon energy to glow lights around hoping to find him.

"So you must be the Mighty Captain Marvel?" Loki says to Captain Marvel.

Captain Marvel turned around to find Loki as she quickly fired her photon blast at him but it phased through him.

"Where are you?!" Captain Marvel is still looking around.

"Over here." Loki is behind her.

She turns but was too late as the tip of the specter has touched her heart and she's became another mind control puppet of his.

"Three down, three to go." Loki says to himself.

Meanwhile Bruce is still at the quinjet all alone waiting for his teammates to show up with Loki but it's been taking too long as he's alone and vulnerable.

"Come on, keep your cool and don't turn green." Bruce is still nervous.

"Bruce." Spider-Man/Loki says to Bruce.

"Spider-Man, did you find him?" Bruce says to Spider-Man/Loki.

"No, not yet." Spider-Man/Loki says to Bruce.

"He could be anywhere." Bruce is worried.

"Actually..." Spider-Man/Loki says to Bruce.

Spider-Man uses the scepter to touch Bruce and now managed to get Bruce Banner under his control. Spider-Man changed back into Loki.

"...I'm right here." Loki smiled mischievously.

Captain America is still alone in the woods as Loki is still nowhere to be found. Captain America hasn't heard from the rest of the team since they've split up, he's getting worried for each of them.

Captain America tap his earpiece. "Captain America to the team, can you read me?"

There hasn't been any response from any of the team members.

"Spider-Man, Iron Man, Captain Marvel, do you copy? Please respond!" Captain America trying to communicate with the team.

Captain America sees Spider-Man coming towards him looking all injured.

"Cap!" Spider-Man/Loki pretends to be injured.

"Son!" Captain America ran up all worried.

Spider-Man falls down until Captain America caught him before he hits the ground.

"Are you alright?" Captain America is worried for Spider-Man.

Spider-Man holds the scepter and managed to get Captain America under his control. Spider-Man transforms back to Loki.

"Oh... I'm better than alright Captain America." Loki smiled with pride.

Meanwhile as Spider-Man is still searching all alone in the woods as he still hasn't found Loki. But his biggest worry is his teammates that haven't checked in.

"Where is this guy? Why come all this way to the middle of nowhere? If he's planning an attack, then this is clearly not the best place to do so. So what's Loki's endgame?" Spider-Man says in his thoughts.

Spider-Man's spider sense tingles as he sensed dangers is nearby.

"Stop right there!" Spider-Man has his webshooters armed and ready.

Thor is coming out of the woods all alone as Spider-Man lowers his guard.

"Thor? Have you seen him?" Spider-Man says to Thor.

"No Spider-Man, my brother is still nowhere to be." Thor is walking to him.

Spider-Man's spider sense is still tingling but he got suspicious of Thor's words and he came closer and Spider-Man fired off a webbing at his face and sidekick him hard.

"Alright, enough games... Loki." Spider-Man figured it out.

Thor transformed into Loki as the God of Mischievous wasn't able to trick the Web-Slinger.

"Bravo Spider-Man, what gave me away?" Loki still remained calm.

"Thor always calls me Man of Spiders, he never calls me Spider-Man. You've slipped." Spider-Man

"Brilliant deduction. I've truly underestimated you." Loki says to Spider-Man.

"Why Loki? Why bring war to Earth?" Spider-Man says to Loki.

"Do you know what hubris is? The act of defiance or arrogance before the gods like myself which invoke a nemesis. Did you really think that you can barge into my life without consequences? Everything I'm doing is because of you and my brother. This is my moment of vengeance and your world shall pay for your insolence." Loki explained his reasons for the invasion.

"That's not going to happen. It's over Loki." Spider-Man says to Loki.

"On the contrary, it's has just begun." Loki smiled with confidence.

Spider-Man got blasted back by a repulsor blast hard, he crashed against the tree. Spider-Man got back up to see that Iron Man was the one who attacked him.

"Iron Man, what are you doing?" Spider-Man is confused.

Spider-Man's sense tingle as he jumped up as Mjolnir was tossed at him but he got punched hard by Captain Marvel, he went flying until Hulk came jumping up and caught Spider-Man, he tossed him down hard onto the ground.

Spider-Man is getting attacked by his teammates as he gets back up until he see Captain America charging in with this shield and tackled Spider-Man hard. Spider-Man is confused as to why they're attacking him.

"Guys! What the hell is going on?!" Spider-Man is asking the teammates.

The five heroes assembled as Loki is standing with them.

"What's wrong with them?" Spider-Man asking Loki.

"Oh... right. They're not quite themselves thanks to the powers of the scepter, it has quite the unique gift of mind controlling anyone it touches. Your friends are now under my control." Loki explained what happened to Spider-Man's friends.

"Guys, you need to snap out of this! This isn't who you are!" Spider-Man tries to reach his teammates.

"Don't bother, the scepter's powers are too great to be broken down so easily. I wanted to add you to the roster, but instead I think that I'll have your friends kill you. Heroes... kill Spider-Man." Loki orders the mind controlled heroes.

The heroes are preparing to battle against Spider-Man.

"Well then, it's time for me to leave. I have an invasion to start. Don't worry... I'll take good care of your world, once I bring it to its knees. Bye bye." Loki is leaving the scene.

Loki had already left to start the invasion leaving Spider-Man all alone to deal with his friends. Captain Marvel and Iron Man both has their hands aimed at Spider-Man, Thor and Captain America have their weapons ready, Hulk is focused on Spider-Man.

"Ah guys... can't we talk about this?" Spider-Man is getting nervous.

Spider-Man preparing to fight against his own teammates as they could kill him without hesitation and he doesn't want to hurt any of them. They all charged in at him as he does the same and fights them head on.

... to be continued.

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