Answers to reviewers' questions or statements:

MCRasengan: Hulk will be showing up soon to help out 'Bug-man' if for nothing else so he can smash him to prove he's the strongest one there is XD

gunman: Yeah Magik has been shown at some points to have a questionable morality on account of being in Limbo and being exposed to the dark arts as much as she has, she ain't evil but she sure as a dark streak in her when she decides to use it. Sadly, the ruler of Limbo is about to meet experience the full wrath of an Avatar of the Phoenix Force, well not the full wrath given that'd likely take out half the universe but yeah, hell on earth is about to be unleashed

Corvokuro: Yeah Peter pissed off to the extreme is scary, Peter pissed off to the extreme with the power of the Phoenix… game over man, game over! Plus, you think him nearly killing Kingpin in the 'Back in Black' story was extreme, in the Grim Hunt which sadly saw the death of one of the Spider-women and the first Madam Webb, he ripped off half of Kraven's wife's face with his adhesive powers! Peter can get pretty brutal and vicious when push comes to shove, all that repressed rage just waiting to be unleashed

DannyPhantom619: Uh yeah go Spidey… and Hulk… and Wolverine and X-23… and Black Widow…

CRUDEN: It's sort of content at the moment with Peter as it's host

Karlos1234ify: Yeah but then we'd never get any sort of superhero fight in any comic ever again, sure it's common sense to just stop and actually hash things out, but deep down we all want to see the heroes beat the crap out of each other, if nothing else to confirm that our favorite character is a badass plus more often than not it's ego being challenged that must be met

Spawn Hades: Yeah, if the world wasn't possibly screwed with Hope losing control, it is now with Spidey going berserk

Wingd Knight: She likely didn't expect Peter to just completely loose his shit like he just did, she was likely banking on the Phoenix not bothering to help or something or maybe like Jean he can't always call on it for help. It'll sort of be a mix of the two, he's angry, very angry but not quite to the point he's blinded by rage, more like he'll have tunnel vision and all of his rage will be focused solely on the people before him that he recognizes as a enemy, which is pretty much most of the X-men, if some of the Avengers happen to get in his way, he won't hurt them that bad in comparison but he'll have no issue brushing them aside to get to his real targets.

90skid4life: Spidey's at his most dangerous when his back is up against the wall and his loved ones are threatened or worse hurt… at that point, all bets and restraint are off.

JJChandler: Yeah, but some of Ross's powers as Red Hulk are energy absorption, he's simply absorbing some of the power that Colossus gets from the Gem of Cyttorak to help him fight on par with the guy, it's not a long-lasting thing as he'll eventually tire but for the moment he can fight almost even with the guy. Had he been the Green Hulk, that fight might have lasted far longer and likely ended with Banner possibly winning if nothing else because Colossus as Juggernaut isn't as powerful, least from what I've seen in comparison to Marko

Mike Noland: Cyclops started off as a decent guy but I feel as the years went by he just became a total dick, I blame Emma to some degree, seriously what was he thinking letting that woman in his head, god knows what she did while in there

Fox: Killing them seems a bit too extreme for Peter at the moment, but he might come close, or he might go all the way, like Lady Death said, the call of the Phoenix is one tempting SOB

Guest: He already likes Jessica and even Carol and soon a few other women, it's just seeing her possibly die in front of him brought out a dark rage that rarely gets let out unless something like this, hurting or worse possibly killing someone he cares about, happens and well… hell hath no fury like Spider-man pissed to the extreme and beyond

Redrangerlegacy: If superheroes actually sat down and talked things out, we wouldn't be getting any more superhero fights like Batman vs Superman, Captain America vs Ironman, Hulk vs Thor, Wonder Woman vs Auqaman etc. still after a while or in certain situations where the fate of the world is at stake, you'd think that'd be the first thing they'd do but at the end of the day more often than not it's ego and pride

Jason Hunter: His suit will take a noticeable change now that the Dark Phoenix persona is on the verge of taking over, he's not quite there yet but he's literally inches from losing total control

Dante101: Not a big fan of Lady Death I guess? Peter won't be becoming some Gary Stu mainly because yeah he has or will gain God like power, but that really won't make things easier, in fact we'll soon see that it's just going to bring even more problems for him and there's beings in the Marvel multiverse that can go toe to toe with him. I think the best example of Spider-man in the Black suit no longer holding back was the Grim Hunt, he straight up mutilated Kraven's wife by like tearing half her face off with the 'Mark of Kaine' and leaving this big bloodied hand print on her face and was about to stab Kraven to death with a spear after tearing through his family, it got pretty dark because until Julia Carpenter talked him down, he was going to go on a murderous rampage, like he wasn't going to stop after Kraven and his ilk

Jason Hunter: Sort of but that whole cosmic cube altering thing is a long way off, I might have it that Peter might occasionally sense something off about Steve up until then but he won't know for certain right off the bat as his powers are still developing and by the point he does get to that level to notice, it'll kind of be too late and well… HYDRA vs Spider-Phoenix

superspiderfan: Sometimes, or at the very least have them as a item

Batman1998: That was years before this happened, like the 80's or 90's

Guest: Yep and so will a lot of others after this

Disclaimer: I don't own any Marvel characters seen, mentioned or used


Steve Rogers has seen a lot of things in his time as both a soldier for the United States Army during World War two and as an Avenger since his defrosting all those years ago. He's met some truly twisted and malevolent beings and entities that could destroy all of reality. And while Rogers has often at times come off as this seemingly steady and unflinching force of good in the face of impossible odds… he was in reality probably every bit as afraid as the others around him

And right now, he was beyond terrified at the sight before him and the rest of the Avengers and the Fantastic Four

Before the group, after they converged on the facility after it's apparent destruction, was Peter keeling on the ground holding the bloodied form of Jessica Drew, Spider-woman. His suit had also taken a drastic change since Rogers last saw it. Before it was white with the spider symbol on the chest and back being a sort of glowing golden color, but now, now it was a dark almost black red with the spider symbols having now been replaced with the same Phoenix symbol Jean once possessed on her suit, now glowing a dark fiery orange color, the same color as his lenses

Rogers was vaguely aware of the X-men and Namor's warriors not too far away from the group checking on the battered and bruised forms of Magneto, Magik and Nightcrawler as he took several steps towards Peter and was about to speak when suddenly Carol shot forward

"Peter…" Carol said with wide eyes as she came to a stop several feet from the still form of Spider-man holding the form of her best friend

Peter's head turned towards her slightly as his grip on Jessica tightened slightly "…"

Carol slowly crouched down next to the man and glanced down at Jessica, only for her eyes to widen as she saw the bloodied web patch on her abdomen "W-What happened to her?"

It was then that Peter's head turned fully, this time towards the X-men and his glowing lenses narrowed and spoke in a dark voice "They happened!"

Carol's eyes narrowed as she turned towards the X-men "What did you people do to her!?"

It was Magento who answered after spitting out a glob of blood as he was supported by Cyclops "We may have made a tactical error…"

It was then that Peter slowly stood up, his lenses narrowing at the group of super powered people "That's alright Erik… it'll be your last…"

"Is that a threat?" Emma growled out in her diamond form, the psionic energy being too much for her, hell Psylocke was forced to stay back because it was growing to be too much for her and even Xavier

Peter took a step forward and before anyone could react he was in front of Magik who was being held by her brother. Peter glanced up at the current Avatar of Cyttorak and growled "She hurt someone I care about… let's see how she likes it"

He then suddenly struck out with his fist and nailed Colossus right in the gut, forcing him to drop Magik as he was sent flying through the air before he was suddenly hated by an invisible force and slammed into the ground with enough force to cause many of the people around to nearly stumble to the ground

"Spider-man stop!" Rogers said as he took a step forward only to be pushed back by a invisible force

Peter glanced at the man over his shoulder as the rest of the X-men surrounded him and prepared to attack "I stop when they beg!"

He then unleashed a psionic shockwave that sent the various members of the X-men flying back only for Peter to hold out his hand and pull the flying form of Magik towards his hand, her sword floating next to him harmlessly. Peter's grip tightened around the woman's throat as she made contact with his palm and he lifted her of his head and slammed her into the ground before pulling her battered face towards his mask covered one

"Guess that metal skin isn't common among you X-men types huh?" Peter growled as he watched Magik try to pry his iron clad grip off her throat "Aww what's wrong?"

"Spider-man, drop her!" Cyclops's voice rang out, causing Peter to glance towards the man just as his optic beams collided with his head

Peter stood there for several seconds, unmoving as Scott unleashed enough energy to tear through solid steel. After several seconds Peter dropped Magik but not before he took her sword and raised it above his head and rammed it right into her leg, causing her to scream out in pain as the enchanted metal tore through flesh and into the charred ground beneath her

"Don't go anywhere, I have something special in mind for you after what you've done" Peter hissed darkly before he kicked the young woman away and continued to approach Cyclops who was backing up while still blasting at the spider theme man

The red energy collided harmlessly against the small psionic forcefield that Peter erected when he first attacked Colossus or Juggernaut or whatever the hell he's calling himself now "You know Scott… I was willing to help you guys out, help undo the damage that Wanda accidently caused with her breakdown but with this whole attacking me and hurting the people I care about… well I'm getting this feeling of finishing what she started or at the very least unleash a hell upon you that makes the future that Cable came from look like heaven in comparison"

Scott had to hold back a shiver as his mind was suddenly assaulted with images of his X-men in various of states of pain and death all the while a shadowy figure cloaked in the Phoenix's flames stood over them. Peter was just about to reach Scott when suddenly Nightcralwer appeared next to him and teleported the optic beam powered man away

Peter glanced up at the sky and saw the dark clouds over him followed by the booming sounds of thunder "Hmm… I almost feel intimidated… almost"

He was then pelted with dozens of powerful lightning strikes, each one hitting him with enough force to give the Hulk pause before he was doused by lava fired from Magma and Namor's Atlanteans opened fire on his form

All the while the Avenges now gathered around the barely living form of Jessica, watched as one of their own losing himself to the Phoenix fight off the X-men. Logan glanced at Rogers

"Should we help?"

"Surprised you're not jumping in to help them right off the bat Logan, you know you being a X-man and all. And with this quickly becoming another Dark Phoenix event…" Stark said as he monitored the battle and felt his worry growing as he saw Peter emerge from the X-men's onslaught relatively unscathed aside from a few tears and burns on his suit before he sent a powerful telekinetic blast towards Storm, Cyclops, Emma and Namor as Magneto called forth massive chunks of metal from the surrounding destroyed facility and launched them towards the wall crawler

"Honestly Stark, after what Summers just did…" Logan said with a shake of his head "I'm tempted to leave him and the others to get their just desserts"

He then began to walk towards the battle with his claws out, causing several others to look at him in slight surprise and with Johnny speaking up as his sister and Beast checked Jessica's injuries while Carol held her tightly

"Uh Logan, why are you going towards the one-sided beatdown?" the Human Torch asked

"I'm going to stop Peter from making a terrible mistake. Don't get me wrong, Slim and his group should and will answer for this… but I know that when Webs calms down from this… he'll never forgive himself if he ended up killing Summer's and his X-men" Logan said before he rushed towards the conflict

"He's right, Spider-man is a lot of things but he's no killer. Phoenix Force or not we can't let him throw everything away just because Scott and his people are willing to go places we aren't" Rogers said as he followed after his friend with his shield at the ready while he tried to come up with a way to stop this conflict from getting any worse than it already has

"…I still say to hell with them" Red Hulk grunted out as he followed after Rogers and Logan before he was quickly followed by Stark, Thor, Black Widow, the Human Torch, the Thing, Giant Man, Quicksilver, Scarlet Witch and Black Panther while Sue, Reed and Carol stayed with the still downed form of Jessica along with Hawkeye

"Is she going to be fine?" Clint asked as he stared at the pale face of Jessica

"Hopefully, I've stemmed the bleeding and it looks like Magik missed any vital areas though I can't say if that was intentional or not" Sue said as she better examined the injured woman before glancing at Reed "We need to get her out of here now!"

Reed nodded as he called for the Fantastic car before a loud explosion caught their attention and drew their attention back to the battle at hand

Peter was being pushed back by a combination of lightning strikes fired from both Thor and Storm, repulseor beams from Stark, optic blasts from Scott and Havok and over a dozen Atlanteans concentrating their fire on Peter's form

'Dammit!' Peter hissed as he was being pushed back, his spider-sense going haywire as he was being pummeled from all sides and his telekinetic shield was starting to crack and break under the unrelenting onslaught from the two superhero teams

Just as he was about to strike back, his spider-sense flared to the point it actually hurt and Peter looked up to see the Scarlet Witch hovering above him with her eyes and hands glowing as she built up a massive amount of energy

"…Crap…" Peter said before Wanda sent the powerful wave of energy at him at triple digit speeds, creating a massive explosion of scarlet energy and Phoenix fire that sent tremors all throughout Wakanda and it's neighboring countries

The Avengers and X-men halted in their attack as they tried to scan through the massive dust cloud that sprung up from the attack for signs of Spider-man

"Anyone got eyes on Spider-man?" Steve asked as he kept his shield at the ready and kept an eye on the X-men near him in case they made a move towards Peter

"No… I've got nothing on my scanners" Stark said as he, Johnny, Wanda and Thor hovered over the crater Wanda made for signs of their teammate

"Damn Wanda… remind me to never piss you off" Johnny said as he saw that the crater seemed to go down several dozen feet and was just as wide

"Sorry… I didn't mean to hurt him, I was just trying to make him stop before he goes too far" Wanda said as she scanned the area for signs of Peter

"Freight not lady scarlet, it will take much more than this to fell a warrior of Spider-man's level" Thor said before he was suddenly blasted away by a small ball of Phoenix fire as Peter laid crouched on the ground in the center of the crater, his glowing lenses narrowed in pure rage

"Your so right Thor…" Peter said darkly before he blitzed the group of heroes and slammed his hand into Ironman's chest piece, denting the re-enforced metal and sent the man flying into Johnny before he was suddenly before Wanda and made to incapacitate her before she blasted him back with a powerful hex bolt

"GAAAH!" Peter growled as he was sent flying back before he regained his balance and dodged another hex bolt fired from the daughter of Magneto

Peter's lenses narrowed at Wanda as she held his gaze with a stern expression "Peter, you need to stop. The Phoenix, it's fueling your rage and making you-"

"I wouldn't say it's fueling so much as letting me vent and you people are preventing from doing that!" Peter said before he sent a psionic blast towards the woman, forcing her to erect a forcefield to defend herself

He would have pressed his attack had her brother Quicksilver not suddenly appeared traveling at Mach seven and slammed his fist into the wall crawler's skull and send him right into the Red Hulk's own fist

"Sorry kid, wish I could say that some small part of me isn't enjoying kicking the crap out of ya!" Ross said as he slammed Spider-man into the ground and prepared to slam both fists down before Spider-man turned and caught both hands with his own

Peter gritted his teeth in pain as the muscles in his arms screamed at the strain of holding back the Red Hulk's strength before Thor landed next to the man and tried to help restrain Peter before he let out an enraged roar followed by a blast of psionic energy and phoenix fire, sending both powerhouses back as Peter let out a shaky breath

He pushed himself back up to his feet and glared at the X-men who had pulled back and let the Avengers engage him. His lenses narrowed at the sight of Magik as he conjured a small ball of crimson red flames in his hands and prepared to throw it at her before he was suddenly struck in the back of the head by Steve's shield

Peter stumbled forward as the shield returned to the First Avengers hand "Peter, don't!"

Peter glared at the man "Stop getting in my way! That bitch deserves it after everything she's done!"

"Maybe, but not by you" Steve said as he stood at the ready even though the chances of him winning this fight on his own were next to nothing "Peter please, your Uncle wouldn't want this-"

"How would you know?!" Peter snapped as he suddenly seized Steve's body and telekinetically lifted it in the air

Steve grunted in pain as he could feel Peter aplly more and more pressure to his body before suddenly Logan tackled Peter to the ground and drew him into a headlock. Peter growled as he grabbed Logan's arms and began to burn them as he tore Logan's arms off his neck and backhanded the two-hundred-year-old mutant away

"You know Logan, times like this where I'm glad you have a Adamantium skeleton and incredible healing factor" Peter said as he stepped on the man's head and pushed it into the dirt "Because it means I can hit you as hard as I want and not have to worry about killing you!"

"L-Lucky m-me!" Logan gritted out as he unsheathed his claws and drove them into Peter's thigh who yelled in pain before Black Panther ran up behind him and slammed both of his Vibrainium boots into Peer's back, sending him flying forward and right into the orange rock fist of the Thing

"Sorry Spidey!" the strongman of the Fantastic Four said as his fist collided with Peter's head and slammed him into the ground before he brought up both and brought them down on the wall crawler just as he was starting to get back up

KOOOOOOMMM!

Not too far away from the fight, the X-men had regrouped to discuss their next course of actions

"Cyclops, what do we do now?" Nightcralwer asked as he watched the Thing get blasted away by spider-man before he turned his attention towards Wolverine and Black Panther while Thor and Quicksilver converged on his position

Scott watched the fight with a calculating gaze. So far things were going far from what he hoped given that Magik jumped the gun by nearly killing Spider-woman right in front of Spider-man and even went as far as to gloat about it according to Magneto

'At this rate, he's bound to level all of Wakanda… Hope wouldn't have' Scott thought in anger at seeing Spider-man seeming losing control of himself and the power within

He then turned toward Emma "Contact Rachel, tell her we need her here and Hope here now!"

The White Queen nodded as she telepathically contacted the woman from an alternate future to inform her of the situation while Scott glared back at Spider-man's form as he was being overpowered by Thor, Red Hulk, and the Scarlet Witch at the same time

"I don't know what the Beyonder was thinking by giving something that doesn't belong to you Spider-man, but today I'm fixing it. I won't let my people die because some cosmic bastard thinks it'll be funny!"


And done

Next chapter, the battle of Wakanda comes to a tragic end…