Answers to reviewers' questions or statements:

MCRasengan: It won't be too pretty when Diana finds out about Peter's current failing health…and that Superman had a hand in it.

Guest: Diana will be joining the Insurgency in year four for a time

masoliki1: Yeah I saw the trailer and it's getting me real excited for the game that's coming out in like less than a few days

Harbinger of Kaos: Peter will explain why it is he had Venom and it does root in the fact he has super cosmic cancer, but that won't be the only reason. Venom as he's been shown and will be shown is like a drug and well Peter's gotten addicted to it and others are beginning to notice

Guest: Wonder Woman won't be sleeping or rekindling her relationship with Superman in this story ever. Far as she's concerned Peter is the only man she cares about and will gladly offer up the entire world on a silver platter to Darkseid if it means keeping him safe and with her. As for Superman wanting to possibly restart their relationship they used to have…maybe

texaswookie: I have something like that planned for both this story and another

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


Year Two…

"That's all you were able to get? A small sliver?" Jim Gordon asked as he, Barbara, Steve Trevor, Catwoman, Black Cat, Dinah, and Jay Garrick all stood in a meeting room to discuss their somewhat success in gaining the Kryptonite, little as it may be

Felicia scowled at the former Police Commissioner "I'm sorry, do you think you and your 'cops' could have done better?"

Jim's eyes narrowed at the woman "Look I just thought that you'd get more than a finger sized piece is all"

"The arrival of the Justice League and Waller's little Suicide Squad kind of complicated things" Jay said as he rubbed the back of his head with an exhausted expression on his face "We're lucky to get out of there alive"

"How's Grifter doing?" Barbara asked the former Justice Society member

"Still out, the uh Night Nurse as she wanted me to call her said it'll be a while until he's up and walking again. She uh also told me and Katana to take it easy while we're here" Steve said as he ran a hand over his face "And Spider-man's still…I don't even know what to call that thing"

It was Jay that answered this time with a somber expression on his face "We call it the Man-spider, all of Spider-man's powers amplified by a factor of twenty by our records and none of the restraint"

"So like when he's in the Black suit?" Dinah asked

"No, not that bad, it's more basic animal instinct with him in that state…for now at least" Felicia muttered the last part out more to herself than to the others

"What do you mean for now? Are you saying it'll get worse?" Catwoman asked with some worry

"In a manner of speaking" the cat themed woman responded to her older counterpart and part time partner slash rival "Look so we didn't get as much Kryptonite as we hoped but we did get some useful things out of this"

"Like the homicidal demi-god down stairs sitting in a cell that he can leave at any time he wants" Barbara said as she brought up a live stream of the First Born's cell for the rest to see

"Well he was able to hold off Superman and was even starting to overpower him until the rest of the League began to attack him" Felicia said as she stared at the brother-in law of Peter with a skeptical look "He says he wants to help us bring down Superman, more out of self-preservation than anything else…and well with Manhunter and Atom gone, we kind of need the muscle"

"Muscle that will turn on us first chance he gets" Jim said with a frown as he pointed at the image "I may not be too familiar with some of Batman's former colleagues' rogues' gallery but I know and seen enough of this guy on the news over the years to know that trusting him will be the last thing we're ever do…mainly because he'll use that trust to kill us"

"Well until Spider-man gets back, we're stuck with him" Felicia said with a frown as her thoughts drifted to the discovery of Venom in his suit's belt. It was than her commlink went off, causing her to answer it with a sigh "Yes?"

"Felicia, it's Ben. I got Eddie and Kaine down here" the Scarlet Spider said over the line

Felicia nodded "I'll be down in a moment" she than ended the call before glancing at everyone else in the room with a sheepish smile "Sorry, family meeting downstairs in regards to some recent developments"

"Is it about Venom?" Barbara asked with a narrowed gaze which the Black Cat easily returned with professional coolness

"Among other things…" she than turned and silently left the room

After a few moments Catwoman suddenly spoke "Well if anyone needs me, I'll be checking up on Red Hood and Batgirl, make sure they haven't either maimed or scared off your people Gordon"

"Thank you…" Jim said with a dry laugh as the international cat thief slipped out of the room, leaving only himself, Jay, Dinah, Steve and Barbara

"Okay so now what?" Dinah asked as she gestured towards the sliver of green irradiated alien rock

"Now, we plan out our assault on Superman's forces and his Fortress" Barbara said as she brought up a holographic map of the Man of Steel's home

"Why are you guys attacking his house? Something in there you want or just to deprive him of all that tech he's got?" Steve asked with a raised brow

"Bit of both and to free the Teen Titans that have been imprisoned in the Phantom Zone" Barbara revealed to the rest "When Guy gets back, hopefully with a lot of Green Lanterns, hell even some of the other corps at this point, Spider-man will be leading an assault on the fortress in an attempt to free them"

"Which now has at least triple the security since our less than stealer break in" Dinah said blankly as she stared at the sight of where the father of her child was murdered by Superman

"Oh…can I join?" Steve asked

"The more the merrier, because honestly this place is like Alcatraz if it's defenses were designed by Batman, Mister Terrific and Mister Miracle combined" Barbara said with exasperation as she began to highlight key points about the structure and what information Batman's gathered on it over the years

"Thanks for letting me borrow this room Nelson" Zatanna said as she just finished writing a bunch of intricate ruins of an unknown language on the ground around Man-spider who was watching her with curiosity. She placed a calming spell on him earlier to help keep him settled and prevent him from wandering the tower

'Last thing I need is Bruce to see Peter like this…' The mistress of Magic thought as she took several steps back from the runes that began to glow

While she is aware that Bruce is likely aware and even has records of Peter transforming into this thing in the past, she'd rather not have him see it in person if only to spare Peter that sort of embarrassment

"It is the least I can do" Doctor Fate said as he stood beside Zatanna and watched as she began to utter in a language that even he was having trouble following. The runes around Man-spider began to glow brighter and brighter with small tendrils beginning to appear and slither towards Peter's altered state who was beginning to grow unnerved by the approaching energy appendages and began to let out a low growl of warning

"How do you intend to help him?" Fate questioned as Zatanna took a deep breath

"The Man-spider transformation is triggered when Peter absorbs too much chaos energy and his Tantric energy levels are too low" Zatanna revealed as she watched the tendrils began to slowly wrap around Man-spider's arms "Basically I'm about to tear out a large portion of Chaos energy and fill it with Tantric energy until his levels even out"

"Tantric energy… is derived from sex" Fate said with a side glance towards Zatanna who blushed slightly as memories of her and Peter learning that little secret a few years back when they still dated

"Yeah… so I've discovered" she said with a cough before mentally pushing the blood from her face "It's either this way or I push you out and lock the room and help him replenish his Tantric reserves the old-fashioned way and I don't think Peter would be all for it… you know him being married and all and his uh lower self being a bit too big for me to take right off the bat…plus those claws hurt like hell"

Fate stared at her for several long moments before returning his weighted gaze to the Man-spider that was now entirely wrapped in the energy bands and was beginning to struggle

"You still care for him" the man said after a few moments

"I never stopped…" Zatanna responded before she narrowed her eyes and spoke "Evomer!"

Suddenly the tendrils seemed to stab into Man-spider, causing him to cry out in rage before they began to pull out a red and black liquid substance from different points in his body while blue and white energy began to fill into the spaces the Chaos energy was removed

Zatanna had to hold back a wince as she watched Man-spider renew his violent struggle and began to let out a series of pain roars that almost compelled her to stop

"I'm sorry Peter…" Zatanna mutated sadly before she shouted again "Evomer!"

It was than several larger tendrils appeared and began to stab into Peter and removing even larger chunks of Chaos energy and replacing it with tantric energy for the next several moments.

While this was happening, Fate watched as Peter's body began to slowly regress to its more human form. The extra arms seemed to shrivel up and begin to fall of him like dead skin cells along with the fur and armored plating which paled and began to crack. The tusks and extra eyes seemed to regress back into his head and his claws shortened

All in all, it looked pretty painful and Fate wondered for a brief moment if it would have been better to have Zatanna do it the other way

'Even if it would just cause more problems further down the line' Fate thought with a mental sigh

Peter Parker had to have the worst and best luck when it came to women and this situation sort of showed that

After several minutes of Peter's roars becoming more human and his body shrinking own to it's normal size, the tendrils suddenly vanished, leaving Peter's pale and shaking body to almost fall face first into the pile of dead skin and hair his transformation had if not for Zatanna suddenly appearing before him and catching him

"Shh it's okay… I got you Peter… I've got you" Zatanna said as she helped him sit down while she ran her hands through his hair, frowning when she realized that it was met with his blood

Peter hissed in pain "Agh…what happened?"

"You had another episode" Zatanna said quietly to him

"Crap…" Peter groaned in pain before his vision began to clear and he found that his head was resting squarely on Zatanna's bust "Uhh Zee-"

"Peter, just please shut up" the woman said as she pulled him closer to her as tears began to build in her eyes as she felt Peter begin to lose consciousness and drift into a deep sleep, both from his transformation back to human and from the silent spell she uttered to help "Just…just rest…please"

Fate watched the two for a moment before he silently pulled away and exited the room…

"So what do we do?" Ben asked as he, Kaine, Black Cat and Anti-Venom stood in a room somewhere in the base that Bruce's people were using

Before them in the small container was Venom who had long since stopped moving as the three discussed both it's fate and Peter's growing reliance on the parasitic alien lifeform

"I say we destroy it" Eddie said with a glare towards the inky black substance "We let it live now and we'll just end up royally screwed down the road"

"Could do without another Venom saga, better than Carnage that's for sure but I really rather not go through all that crap again either" Ben said with a nod as he rubbed the back of his head before glancing at Felicia "Cat, what do you think?"

The white-haired thief was staring intently at the small container deep in thought before she suddenly voiced her thoughts "Why does he still use it? He knows what happened the last time and yet he's still using it… why?"

"Jealousy maybe?" Kaine guessed "Since the Venom symbitoe enhances Peter's strength to a little over the hundred-ton range under normal circumstances and greater when he's under duress, it might just be him trying to subconsciously compete with Superman, a man with godlike strength that his wife has sided with in this whole thing"

"Nah it can't be that simple, sides with those green pills of ours now we can easily match Superman if not surpass him in strength depending if your already superhuman or not" Eddie said as he cupped his chin in thought

It was then Felicia's eyes widened "The artic…"

"Huh?" Ben sounded with confusion

"The artic, after their shit trip to Superman's fortress Peter came back in the worst shape. He had third degree burns on his chest and I know for a fact they weren't from Superman's heat vision which means-"

"Captain Atom…" Kaine finished with a grim look as his mind began to race with where the cat thief was going with this "And considering he had the power of over ten nuclear bombs in him at any given time-"

It was Ben that continued his train of thought "He must have gotten hit by one of his blasts when he was helping him fight Superman-"

"Radiation… and with his luck, a lot of it" Eddie said with a sigh as he rubbed his temples "Which means that Peter very like has-"

"Cancer" Felicia finished

"Damn…" Ben and Kaine said at the same time with mirrored expressions

Otto had to hold back the urge to sigh as he saw Scorpion enter his lab with his armor damaged and him cradling his left arm close to his chest

"What happened?" Otto questioned with narrowed eyes as he placed some of his equipment down and had his robotic arms cease their actions as well

"Spider-man and he Ultimates showed up on the island, turns out Ravager infiltrated my men and sent our location to them" Scorpion growled out in annoyance

"Hmm, that can be all that happened" Otto summarized as he better examined his colleague's armor and noticed the state it was in before noticing something off "And where's Mysterio?"

"Beck's dead. The First Born showed up and killed him when me and Beck were about to do in Parker and his clone Ben"

"Dammit…" Otto cursed as he ran a hand through his hair "Beck's death will set us back a few months… did you at least get some Kryptonite from the island?"

Scorpion again shook his head "No, Waller's Suicide Squad and the arrival of the Justice League complicated matters…"

Otto glared at his associate, quickly approaching soon to be deceased associate "Are you telling me Scorpion that not only did Beck die, but you also failed to get any of the Kryptonite off the island for me to use in my experiments? Did you turlly bring nothing back aside from excuses and failure!"

"I wouldn't say failure…" Scorpion coughed out

Otto's eyes narrowed "Expalin…"

It was than the green clad man held up a small green pill "Spider-man and his allies may have given us something even better than some glowing green rock"

Otto examined the pill before he had one of his arms grab it from the man and hold it close to his face "What is it?"

"Not sure entirely, but I saw some of the Ultimates take it and afterwards… they were fighting on par with even Superman" Scorpion revealed to the surprised doctor

"Is that so, interesting…" Otto said as he placed the pill in a analyzer to see just what it was and how it worked in greater detail. After a few moments, the results began to appear and a dark grin began to grow on Otto's face "Hmm… well Scorpion, perhaps your mission wasn't a complete failure after all, in fact it I'm reading this right this could very well advance my plans for the future"

Several minutes passed as Otto studied the pill before setting the terminal to begin synthesizing it while glancing back at Scorpion "Have your people located Cletus yet?"

"Yes and no" Scorpion muttered in annoyance "My contacts have been able to track him to some degree but with Superman's soldiers and now the Yellow Lanterns on earth, trying to follow the mad man has become even harder and there's no doubt in my mind that Carnage is aware that my people are following him"

"Of course he would be, Cletus while nowhere near my intellect is no fool. He wouldn't have lasted this long by being careless, for now just keep track of him. Once I am better able, I'll meet with him myself and offer him a place in our little group since we now have a opening thanks to the First Born" Otto said with a dismissive wave as he prepared to return to his original project before Scorpion's interruption

"You sure that's wise?" his colleague asked with a quizzical expression under his helmet

"Don't worry Scorpion…" Otto said as he glanced at the first batch of pills being created "With these, I don't think I'll have to worry too much about Carnage"


And done

Next chapter The Spider clan confronts Peter about his failing health before the time skip and we kick off with the arrival of the Green Lanterns!