A/N: I do not own Legend of Korra or Spider-Man.

XXXxxx 11,000 Feet Over Unknown Airspace xxxXXX

A case of rough turbulence woke Peter up to his new surroundings. He could tell he was in some kind of biplane but he couldn't tell what the make was from his position in the navigator seat of the old war machine. He was wearing the standard Signal Corp pilot uniform from the Great War. The thick leather helmet was ficed firmly over his head while the googles shielded his eyes from the strong winds whipping through the open canopy. He tried to get the pilots attention.

"Hey flyboy! Who are you and where are we flying?" Peter yelled over the loud prop engine.

The pilot kept his eyes in the air and his instruments. "You don't have to yell killer I can hear you just fine."

The pilot was right and his voice was crystal clear over all the noise. "You still didn't give me an answer pilot." The voice did sound familiar; he just couldn't quite put his finger on it.

"Hold your horses killer." The aviator took his eyes off of the altimeter and gazed at the sky. "Would you look at that view." Peter was getting tired of the 'kiddo' moniker. He used to hate it when Uncle Ben called him that. The pilot's identity started to come to him. "Uncle Ben?" It felt like a lifetime since the goblin had him murdered.

"You always were on the impatient side of things killer." His nephew couldn't see the wide grin on his face.

"…This isn't real is it? It's another one of those crazy dreams." His demeanor got cold; he knew it was too good to be true.

"Well that's not very nice killer. This may be a dream but I assure you this is really happening. Don't ask me how I'm still not a hundred percent sure myself." Ben Parker's care free behavior was still intact. He was always patient with Peter.

"No you're wrong, none of this is happening." He looked under the airplane to try and get a better vantage on where he was but the cloud cover was still too thick to see anything. "I always wanted to fly with my Uncle Ben and I never told anyone that. So tell me again how this is real again fake Ben."

Ben had his pearly whites on full display; he snickered at Peter's stubbornness. "You haven't changed a bit Pete. Tell you what killer why don't you just humor this old figment of your imagination for a while. Heck it's your dream you can do whatever you like."

Peter grinned, he always liked debating people. "Alright 'Uncle Ben' if you're the genuine article then you can tell me something only you would know about me."

"Ha! Oh Peter you're not even trying… O.K I got one!" Peter had to admit that the fake Ben carried himself like the real one. The two never had a fight but they did like to rattle each other's cages from time to time. "Alright this one's my favorite. It happened back when you were in grade school. You picked a fight with that Eugene Thompson kid when you were ten. You two knuckle heads were fighting over which one of you was going to marry that Stacy girl." Peter blushed at that memory. "Eugene popped you real good after school and you ran all the way back home. May was worried sick and we were both trying to cheer you up. So I cut on the radio and what do you know your favorite radio program goes on the air. What was it called again? Oh yeah 'Tales of Suspense'. So May whipped up one of her famous pies and we all sat there and enjoyed the program together."

"That doesn't prove anything." Peter said still blushing at the memory. The ended was great and all but the whole running home to mama part always embarrassed him.

"Your still not convinced kid, heck I thought that would get me the seal of approval for sure."

Peter's defiance was almost comedic at this point. He really hated being wrong about things. "A good copy is still a copy!"

Ben dropped the wise guy act and started to speak frankly to his nephew. "Listen killer, I don't have much time left and I want leave you with some words of wisdom." As soon as Ben said this the thick clouds began fade almost on cue.

Peter took another look at his surroundings. The weather was clearing up and he could tell the pseudo Ben was flying in some kind of mountain range within the foreground. "And what's that 'Ben'?"

"I just wanted to tell you that you can't always rely on facts and what you see Pete. Don't get me wrong it's great that you're so sharp killer, really that intellect will get you fare in this world and the next. But sometimes the world just doesn't make sense. There's things out there that can't be explained and when that happens just have a little faith and trust your gut. You'd be amazed at how many jams that thing will bail you out of."

"Duly noted." Peter still wasn't convinced and he barely heeded Ben's words but he would still remember them. It wasn't often he had conversations with a dead man.

"There is one more thing I have to tell you."

The fog cleared up entirely and revealed a magnificent sight. A once great temple in ruins stood atop three mountain peaks high in the sky. Swirling insignias were plastered all over the decrepit temple. The blue swirls were identical to the ones on the Avatar Aang monument.

Ben took off his helmet and let it fly out of the canopy. His silver hair blew in the breeze. His smile was warm and sincere as he gazed at his beloved nephew one last time. "I'm proud of you killer."

Everything faded to black. The mountain range, the old biplane, everything just vanished.

Peter awoke to his alarm clock. The deep blue skies and the ancient temple were replaced by his seedy apartment and the sounds of busy traffic in the street below. He silenced his alarm and reached for his Future Industries uniform. The few tears rolling down his face almost went unnoticed. This wasn't the first time he cried in his sleep. Ever since his uncle's funeral he practically did it every night, though it did subside as he began to cope. Real or not, seeing his uncle again must have opened some old wounds.

He sighed. "I thought I out grew those kind of dreams. Maybe it's something in the air." He got up from his hammock and popped his back. The clock told him he had exactly thirty-seven minutes to get to work or Aki would put his head on a stake. It would be a good warning for unruly employees. "Here lies 'Takuya', the man who dared to defy god king Aki. The god king, with the explicit instructions of Future Industries, had him publicly executed so that no one would dare anger emperor Aki!" He hoped the little jab at comedy would take his mind off of the vivid dream to which he was partially successful. Everything about the dream was accurate. Ben's personality, the old uniform, hell even the biplane was right on the money. At least the experience was receding to the back of his mind now. He rushed to the community washroom and went through his usual hygienic routine before he rushed out to catch the trolley.

XXXxxx Future Industries Manufacturing Wing xxxXXX

"…Mr. Sato I understand the potential of platinum alloy but I don't see why the new line of satomobiles need that kind of tensile strength." Aki questioned the eccentric industrialist strange request. He liked the man but his demands and the direction he was taking the company were strange lately.

"Aki you're one of the best foreman I got and that's why I called on you for this task." He smiled. Hiroshi Sato wasn't the kind of guy that barked orders to his employees. He was a patient man after all.

"I appreciate the sentiment Mr. Sato but the practicality of the platinum plating on those satomobiles sounds like a whole lot of over kill." Aki wasn't an engineer but when he picked up a few things about machines over the years. Sure platinum was a valuable as far as building materials goes. The metal was fairly abundant in the Earth Kingdom but the average wouldn't be lining up to buy them once they see the price tag.

"Okay I see where the confusion is. Aki I don't intend to mass produce these satomobiles, I was only launching this project to get a proof of concept with them. If we don't innovate then the competition will roll all over us my boy."

Aki was satisfied with Hiroshi's answer and was already making preparations in his head. "Sounds like a plan Mr. Sato I'll get on it as soon as possible."

"Fabulous! I have faith in your team and I know you'll pull through for me."

"Consider it done Mr. Sato." The two stood right in front of the door and reached for a hand shake when the sign of good faith was interrupted by tardy employee.

"Umph!" Aki grunted, he already knew it was Peter rushing in. That kid was always coming into work at the last minute. The unscheduled match of red rover knocked the industrialist flat on his rear knocking out his monocle and ruffling his once perfect hair. The content of Peter's satchel bag was sprawled on the floor. That didn't stop Peter from racing to the time card machine. His mind was put at ease when he heard the card punch as soon as the clock struck eight am. He smiled and took a few breaths. "Made it." He knew what would happen to him if came in late.

"Takuya!" Aki's booming voice rang in Peter ear drum.

'And now we move on to the damage control part of the day.' Peter did a mental grumble. "Hey Aki, good morning, sorry about the whole rushing past you to thing I was just doing my part to maintain the delicate trust between us. I couldn't bring myself to break trust so I felt obligated to…"

"Don't give me that lawyer talk Takuya." Aki interrupted. "Do you have any idea who you just knocked over?"

"Um no I can't say that I do."

"That's the founder of the company you're working for kid!"

The consequences of his actions dawned on Peter. Being on time was important but knocking down the head honcho wasn't in his best interests.

Mr. Sato got to his feet. "That's quite alright young man. I understand you were just trying to follow the rules and all but you really should manage your time better." He whipped the dust off of his glasses.

"Will do sir and I'm sorry for bumping into you." Peter was grateful that this world had understanding bosses. There would be hell to pay if he had pulled that stunt on Jamison. He shuttered at the thought of the editor and chief's wraith. Peter gathered his things and quickly put them back in his bag. He was lucky he didn't carry his costume around during the day. He left the room and went to work.

"Kids these days." Aki sighed and turned to his employer.

"It happens to the best of us and we were all there at one point or another." A small journal stood out in Sato's peripheral vision. "Looks like he forgot something." The journal was opened and as soon as he reached for it he stopped. The small books content amazed Sato. He expected some words of young love or hopes for the future but the journal had so much more. Schematics for a revolutionary vehicle, trigonometric formulas, molecular orbital diagrams, and a plethora of scientific theories adorned the cheep notebook. Sato couldn't believe how sophisticated the notes were.

"Yeah Takuya is on the up and up but the kids all over the place. I can get that notebook back to him Mr. Sato." Aki reached for the journal to which Sato snatched it away from his reach.

"NO!" Sato held the goldmine away from the foreman. He quickly collected himself and responded to a confused Aki. "…No Aki, I'll return this to the young man myself. What did you say his name was again?"

"His names Takuya sir." Aki may not be the brightest but it didn't take a genius to see that wasn't acting like himself. He ignored his boss's strange behavior. "Do you need anything else with the platinum satomobiles?"

"Yes, but I think a simple schematic will suffice at this juncture. That will be all for now. Thank you for your time." Heroshi left the time card room and made his way back to his office to properly analyze the notebook. Who knows, maybe this Takuya kid might be instrumental to the revolution.

XXXxxx Yue Bay Aera xxxXXX

'God Parker what were you thinking.' Peter swung through the city streets hoping the relatively calm night and the ocean air would clear his head. 'You need that job, not want need, and now you're a stone's throw away from losing it!' He put his agility to the test and pushed himself to his peak. His movements were amazing as it put circus acrobats to shame, but they were lacking its usual grace. Every swing and zip was marked with anger. He was venting and testing his limits all at once. He yanked a webline violently to a roof top, he came in faster then he intended. His foot caught the edge of the roof and flipped him on his back. He took off his mask and sucked in as much air as his lungs would allow. He banged his fist on the roof top which left a small crater. "Damit!"

He rose to his feet and let the fire escape his lungs. "Relax Parker, your job is safe. So what if you did crash into world famous industrialist who just so happens to sign your pay checks, that doesn't mean you're fired right." He sighed and walked to the edge of the roof "I should've hit the bricks this go round.

It was ten o'clock and the city was surprisingly quiet. The fireworks usually started around one. "And now I'm board. I shouldn't have left so early."

"Help! Somebody please HELP ME!" A woman screamed in absolute terror. Peter shoved his mask back on and saw the woman in question. She was being chased by an angry looking Agni Kai.

"Definitely a slow night." He leaped from the roof. He used his parkour to reach the Agni-Kai and the fleeing woman. Within seconds the web head was in striking distance. The goon's collar was hoisted up as he was thrown to an ally. He was webbed to the wall up to his neck and tried to free himself from the silky trap, but all of his efforts were in vain. The woman didn't look and kept on running.

Spider-Man ran to the fleeing woman. He grabbed her shoulder to get her attention but she took a swing at him. He easily avoided the blow and tried to reason with the victim. "Whoa calm down miss I got him."

The flailing stopped and the fear evaporated. She started crying and went in to hug Spider-Man. "Oh thank you. Thank you so much. I didn't thing I was going to get away from that ruffian."

"Ruffian? It was my pleasure. Now can you please let go of me and tell me why he was chasing you." The fact that the thug was alone puzzled him. They were called gangs for a reason and they never did anything alone.

"Sorry about that." She let him go. "They got a few of my friends locked up in an abandoned warehouse by the docks. I managed to slip away and that guy started chasing me. I don't know what I would've done if you hadn't shown up." She whipped her face, smearing some of her foundation. She really was a pitiful sight, but her looks were the last thing on Spidy's mind.

'A hostage situation? She doesn't look like she comes from money so why would they snatch her up?' He shook the thought out of his mind. There was no time for questioning this was the time to act. "Call the cops and tell them what you just told me. I'll get over there and get the others out. Which warehouse are they holding them?"

"It's a warehouse on dock number six you can't miss it." Her voice was horse from all of the yelling.

"Make the call then stay out of site, they might still be a few of them out there looking for you." And with that Spider-Man started to swing to the docks.

The woman smirked at the rapidly retreating Web-Head. She took off the brown wig and let her jet black hair free. She calmly walked to a phone booth and made a call. "Spider-Man's heading your way get ready." She hung up and went over to the ensnared Agni Kai.

"Can't believe Zolt's crazy plan is working." The Agni Kai said.

"Yeah it is working better than I thought. That old fool does have his moments." She started to walk away.

"Aren't you forgetting something?"

The actress waved her hair. "No. My money's in the bank and Spider-Man is where he's supposed to be. So no I'm not forgetting anything."

"I was talking about getting me down from here lady!"

"The deal didn't say anything about heavy labor and I got a hot tub with my name on it. I really need to wash the filth off of me." She smiled deviously.

"Quit playing around and get me out of here already!" He scowled at her.

She walked over to the thug. "You know if you were a little nicer to me I might have helped you out of there. Oh well I'm off now, who knows you might learn some manners up there."

XXXxxx Warehouse on Dock #6 xxxXXX

'Why do palookas always go to warehouses to do nondescript evil stuff?' Spider-Man thought as he quietly crawled through the window. The warehouse was dark and empty save for a few scattered shipping crates and other containers. He gracefully landed on the ground and scanned the area again, not one Agni-Kai. 'These triads need to work on their hostage taking needs work. Stormin Norman could teach them a thing or two.' He heard some smothered voices behind a janitor closet. His defenses went down an iota as he got closer to the door. "Don't worry I'll get you out in no…" He was about to kick down the door down before his spider-sense kicked in. An explosion rattled the old warehouse. The shockwave blew out some windows and rocked Spider-Man's hearing. Thankfully Spidy didn't question the sense and back flipped fare enough to avoid the brunt of the explosion. He staggered up slowly as the flood lights came to life. Several Triad thugs rushed in through hidden compartments and doors. They had the Web-head surrounded.

"Told you blasting jelly wasn't overkill." One of the thugs said.

Spider-Man's ears were still ringing from the detonation. He tried his best to get his head clear to defend himself. He looked at his attackers and all of them were from different triads. He expected a few Agni-Kai's to come at him in some way but he wasn't counting on all of the major players to show up.

"Yeah looks like we got the spider trapped in our web for a change." A Monsoon quipped.

"Buff! That joke sucked. How do you sleep at night?"

"Shut up and focus on the spider you idiots!"

Peter was racking his brain at the prospect that these morons got the drop on him. "Well this certainly is a surprise." The few precious seconds granted to him would have to be enough to formulate a plan out of this mess.

"Would you look at that, the spider can talk." The Triple Threat got a collective laugh from that. "Yeah freak we set you up and now you're as good as dead." The triad alliance leered at the Web-head like a piece of meat. It was the calm before the storm. Both parties were waiting to see who would throw the first punch.

'About a few dozen or so thugs from three triads that hate you with a passion just picked a fight with me, sigh definitely not my night.' The Wall crawler chose to get the ball rolling and web zipped to a scaffolding, punching an Agni-Kai dead center in his face on the way. His momentum and the force behind his punch dropped him instantly. He made a dive for one of the damaged windows hoping to escape. He wasn't a coward but he wasn't stupid either. This battle was lost the moment he waltzed into this trap. Victory was a tall tonight and he didn't think he couldn't deliver this time, not against this many benders in such a confined space. He almost made it out when a water tendril grabbed his foot and threw him back into the industrial arena.

"Where do you think you're going freak!" A Monsoon sneered.

"Ah! Spider-Man's back hit the unyielding ground. A large slab of concrete rose in front of him and tried sandwich him. He rolled to his feet and just missed the slab. 'Water barrels for the waterbenders? Damn they thought of everything.'

"Leaving so soon spider? Heck we're just getting started!" The Agni-Kai kicked a horizontal fire arc at him.

Spider-Man jumped over the arc and yanked the firebender with a web line. He tripped the oncoming goon, grabbed his head, and slammed his head on the ground. A small crunch was heard when his nose collapsed. The viciousness in his strike stopped the crowing from the little coalition as they went silent. "What? Did you think I would roll over for just because you brought a little extra muscle? I wipe my nose with punks like you!" He let the fire rage in his veins when he knew there was no chance of escape. He turned his mind off and relied on his instincts to survive this death trap. The triad thugs pounced on Spider-Man's position. He was a flurry of motion, dodging the full force of the elements to the best of his ability. He attacked when an opening was revealed. He punched a Triple Threat and grabbed him. The slack body was thrown into a fire blast meant for him. His spider-sense was working on overtime, telling him which direction the danger was coming from. It didn't help him much since the danger was in every direction and he didn't see the bowling ball sized rock flying at him. He had just enough time to see it an inch away from his face. The earthbender got a clean hit on the wall crawler. He tasted blood and his nose was a faucet of crimson. The assault had the web slinger more dazed then the explosion did just a moment ago He rebounded as fast as he could and flipped on his feet for the next round of attacks. He turned to the side and avoided a water jet. The Monsoon tried to get the spider in his sights to no avail.

"For crying out loud he's one guy! Take him out already!" The random triad goon, as was every goon in the vicinity, was growing weary of the Spider-Man's antics. The feeling was mutual.

The Web-head didn't have a lot of room to work with and the margin for error was microscopic. He made a dent in their numbers but that only embolden them. He was proving to be a bigger threat then they thought he was. They knew Spider-Man had strange powers but they still underestimated what he was capable of and his ferocity. The triads countered by doubling their efforts and their attacks had less regard for collateral damage. Spidy let out enough steam and he started thinking straight and he came up with another plan. 'I may not have a whole lot of breathing room but they don't either. I'll get them to trip over each other to get me and have one on of the earthbenders take down a wall. Then I make my getaway and pay the master mind a house call.' The plan wasn't full proof but it was all he had at the moment. Two firebenders ran to Spider-Man's flanks and tried to set the hero ablaze. He dived away from the human furnace. He kneed a waterbender in the gut and folded up holding his bruised ribs on the ground. The piece of land the wall crawler was standing on was suspended in the air, his feet stuck to the flat surface.

The earthbender's arms were shuck as he levitated the web head. "Any day now guys!" The earthbender yelled to the others.

Spider-Man never gave them the chance. He discharged two web lines and launched himself and the rock at the earthbender like a sling shot. The bender let go of the rock, stomped his feet, and he formed a protective dome sprang from the ground. The rock he was riding shattered into pebble and he fell on his shoulder awkwardly. He rolled to the ground a few times and skidded to a stop at a brick wall. His spider sense flared again, he scrambled to get back to his feet. The water rushed at him like a broken fire hydrant. The water pressure was so high that he started to drown in it. The Monsoon eased up a bit. The water rabidly froze Spider-Man in place. He struggled and the ice started to crack.

"Hit him again! Hurry up, he's going to get free!"

The Monsoon doused the web-head and reinforced the ice. They did it, Zolt's crazy plan worked for the most part and the Spider was there's. It took their top men and lots of foul play but they came out the victor.

"Would you look at that, we got our own spider icicle." The remainder of the allied mob squad openly laughed at the hero's predicament. His face had a twisted evil smile as he prepared to do the deed. "Any last words bug?"

He coughed out some water. "Yeah, you fellas really going to let this Monsoon jerk take all the glory?"

"Hey that right should go to the Tripe Threats. This was Zolt's plan and it should be one of his soldiers who wastes the Spider!"

The little misdirection bought Peter a few more moments to think of another way out and ultimately couldn't think of anything. 'Water tanks for the waterbenders and plenty of ston tiles for the earthbenders. This Zolt guy must've really had it out for him.' He began to make peace with his imminent demise. Weak laughter broke up the petty arguing. One of them walked over to Spider-Man and held his head up. He saw his reflection in his goggles.

"What's so funny freak?" The guy was an Agni-Kai or a Triple Threat; honestly Peter had a hard time telling the difference at this point. Where does this guy come off laughing at them? He was the one that got beat.

His mask stretched as he smiled at the angry goon. "Well besides seeing a bunch of grown arguing like kids, I just think it's funny that it took every major hood in to stand up to me." He laughed again which angered the firebender further. "Are you're bosses really that scared of little old me? Heck all of this attention makes me feel special." Maybe the shot to his head made him a little loopy but his feelings were true. He was a pin prick back in New York and a sledge hammer in Republic City. He couldn't help but feel his pride swell at that realization and in a wired way he was happy.

"A wise guy huh!?" An earthbender shoved the firebender away from Spider-Man. He did some rigid movements and a large wedge shaped boulder hovered form the ground. "Look, I can snuff the bug quicker than anyone. You idiots can take all the credit you want." His logic had no opposition. The Triple Threat leveled the rock at Spidy's head and prepared to cave in his skull.

His eyes showed no fear as they stared death in the face. "Don't miss." His voice was cold and direct. Ever since one of the boys in blue clipped him on that cold winter night at the Bugle he knew it would end like this. Death would come from a punk who got lucky or some mob boss. 'Live by the sword right.'

The flood lights went dead before the execution could be carried out. The thugs panicked from the sudden darkness. "What's going one!? Did the Spider do this!?"

"Pipe down you mooks! This place is ancient the breaker probably just blew a fuse or something." A thug tried to reason with his panicking comrades. Peter was just as confused as the rest of them and he turned to his heightened senses for answers. His augmented night vision reveled roughly a dozen masked men and women closing in on the unsuspecting thugs. They wore what looked to be complicated gas masks and their eyes had a green hue. Their movements were swift and surgical as they threw quick jabs to their vital area. Arms, spines, necks, nothing was safe from their reach.

"Ahh!" One of the thugs screamed as bolas tied him up his arms and legs. The goons who weren't paralyzed met the same fate.

One by one the rogue benders were hog tied and dispatched with great efficiency. They used the confusion of darkness to their advantage and the thugs panic advanced to uncut terror. They bend the elements wildly, trying desperately to mount some form of counterattack. Their efforts were all in vain. The once great alliance dwindled to a handful of cowering enforcers. The coordination and paper thin comradely broke down completely as the remaining thugs chose to cut their losses and bug out of the lion's den. Of the five that ran away, three almost made it out. A man with a cowl and long mustache dropped down from one of the scaffolding and drew two golden clubs from his back. The rods became electrified and the mustached man quickly dropped the fleeing benders. His victims convulsed as the rods made contact. He stood proudly over the unconscious benders.

"Hit the lights." The stick fighters order sounded robotic. Someone obeyed his demand and the flood lights were resurrected. The warehouse's interior was practically destroyed from the two battles. The whole place was soggy battle scared mess.

"Wow…" That was the only thing that came to Spider-Man's mouth. He didn't know who these people were but they were well trained. Their fighting style was completely alien to him.

The man in charge walked over to the wall-crawler. His electrified batons were still in hand and he still had his war face on.

"Great more admires." His words were shaken by the ice. "You know the triads had first dibs right?"

His small bout of pessimistic humor caused the mustached man to grin. "We're not here to hurt you Spider-Man we're here to help." He directed two of his underlings to come. The chi blockers used their surgical strikes on the ice and shattered it like glass.

The web-head took a knee when he dropped down from his icy prison. He winced and grabbed his shoulder.

The lieutenant extended his hand. "Are you alright?"

Peter was still a little dazed from the pounding. He managed to get on his feet unassisted. "I've seen better days. Who are you guys supposed to be anyway, a militant theater troupe?" He nursed his injured shoulder. He must have dislocated it during the fight. It went unnoticed until now.

"Funny, we're with the equilsts. We caught wind of this ambush and our leader thought you could use some assistance."

"The equalists huh?" Peter grabbed his arm and prepared to reset the joint.

"You haven't heard of us?"

"I heard a few things here and there." He pushed his shoulder back in place and it erupted in white hot pain. A few of the chi blockers winced at the audible pop. "Ow…so how did you find me?" The Lieutenant couldn't see the pained look on Pete's face.

"Let's just say we have our methods." He made another gesture and the chi-blockers started to fall out of the improvised war zone.

"That was good and cryptic. Anything else?"

"Yes actually, our leader would like to have a word with you. He had a feeling you would be skeptical of our organization and he would like to clear the air of any misconceptions. He admires what you do for the non-benders."

"Eh why not, yeah I'll meet him. Where does he want to have the meet?" He was doing a good job at faking his cocky attitude.

The equalist's second in command maintained his rigid stance. "The downtown district at four o'clock, there will be a small abandoned building with an equalist recruitment flyer on the front door." He was all business when it came to enacting Amon's orders.

The web slinger smelled a trap. "So I show up just so you can take a peek at my mug to get some leverage on me?"

The Lieutenant was getting weary of the wall crawler. "The windows will be blacked out to keep onlookers in the dark, this will give you an opportunity to disguise yourself as you see fit. We don't care what's behind the mask kid." He started to walk to the bay doors as the police sirens closed in. "Amon looks forward to your visit." He concluded.

Peter's little farce with the equalists finally dropped when the Lieutenant left the industrial building. He was devastated and ashamed by his acute bout of nihilism he felt when he was trapped in the block of ice. He couldn't believe he fell for such an obvious trap in the first place. His jaw was an iron vice when the night's events replayed in his head. Defeat was always a tough pill to swallow. He walked over to a paralyzed Monsoon and picked him by the collar. A hard slap brought made him lucid.

"Guh! Stop I'm awake." The fight left the waterbender a while ago. He wouldn't resist the Web head's questions.

"Good. Now you're going to be a good little canary and sing for me. I'm not in the mood for games, it's been a rough night."

"Yeah sure thing Spider, I'm all ears what do you want to know?"

He brought the limp waterbender to his dead white lights. "Who's this Zolt guy and where does he operate, and how did he get all of you on the same dime?"

"We all pitched in, I mean all of the movers and shakers in the triads set this up. Zolt was the ring leader and he convinced our bosses to come together and take you out."

"Where is he located!?"

"O.K. relax spider. He's held up somewhere around the Boroughs. Come on man that all I know!" Peter was satisfied by his answer.

His gifted mind was able to put all of the pieces together. The woman was there to lure him in the warehouse and the additional goons were brought in to make up for the Triple Threat's dwindling manpower. Zolt took advantage of his good nature and turned it against him. "…And I fell for it."

"Not going to lie spider, I thought we had you to."

Peter could've lashed out at the man but he defied his lesser instincts. After all what good would that do him, the damage was done after all. He simply dropped the man and proceeded to leave before the police made it to the pier. The web swing home was a slow and silent one.

XXXxxx Peter's Apartment xxxXXX

He crept through his unlocked window and slumped on a wooden crate in the corner of the room. He took off his mask and looked deeply into its eyes. Peter lost the staring contest and threw the mask away in discuss. "Big hero huh? Idiot! You should've seen that trap coming a mile away!"

He was no stranger these feelings. It was there when pathetically tried to defend his aunt from Osborn's enforcers, when his uncle was brutally murdered by that pseudo human calling himself Adrian Toombs. Tonight's lesson wasn't a welcomed one but it was necessary. He severely underestimated the triads, and to some extent all of the benders, in this city. This world's lack of guns installed a false sense of security in the young hero and it felt good. He wouldn't dare try to pull off the moves used here back in New York. It wasn't just the fact that the gangsters were toting major fire power. Truth is told he didn't have that much faith in his spider-senses. He never really put his abilities to the test back home. Who knows, maybe the changes from the spider bite wasn't done with him yet. He got out by the skin of his teeth and that was only with help from an alleged cult.

"I have to play this smart from now on. Less Wild Bill and more Sun Tzu." He minded his spirits a little from the declaration but that all too familiar feeling was still lingering. The feeling of utter helplessness and vulnerability would haunt his already warped dreams. Tonight's lesson wasn't one he would soon forget.

XXXxxx Future Industries Courtyard xxxXXX

The day was slow and uneventful excluding the looks Peter was getting from his black and blue disposition. Despite his accelerated healing and durability there was still evident swelling on a large portion on his face. His eye popped a blood vessel and he was sporting several hairline scratches across his face. On top of all that a mean looking black eye was sitting proudly over his right eye. He saw the two guys who helped him when him out when he got the job. He swung his bag over his shoulder. He checked the clock tower and saw that he had time to mingle before Amon's meet. "Hey guys, how's it hanging?"

One of them was reading his newspaper, he was caught off guard by how banged up Peter was. "Geez kid did you pick a fight with a bull moose for something!? Are you O.K.?"

"Oh this old thing?" He pointed at the bruise. "Believe me it's not as bad as it looks."

"I believe you kid it looks worse. What happened?" The second man said.

"Really guys it's not that serious. Look, I got this shiner from chasing a trolley home yesterday. I chased it for a bit before the driver finally heard me yelling and stopped. Unfortunately for me, my face hit the handle bar when he stopped." Pete hopped they wouldn't push the issue after the excuse.

"Whatever you say kid." The other man already dropped the subject and went back to his paper.

"Lee have a heart for once in your sorry life would you." He turned to Peter. "Listen…Takuya right?"

"Right."

"Listen Takuya, you seem like a good kid and all so if you're involved in anything crocked you should talk to the cops."

"Lee, if he says he had an accident with the trolley then that's what happened. You're getting all worked up for nothing. Give the kid some space and stop prying." Lee's eyes never left his newspaper as he flipped to the next page.

"You're both named Lee?" Peter cocked his working eyebrow.

"Yeah haven't you heard, there's a million Lees out there." 'Concerned' Lee smiled at the old saying.

"Huh well Lee can I ask you something?" He asked the 'newspaper' Lee.

'Newspaper' Lee chuckled at Peter ever present formalities. "Loosen up Takuya where're on brake and you're done for the day. Of course you can ask us a question. Just because you're a newbie doesn't mean we're going to bite."

"Do you guys know anything about the equalists?" He followed 'newspaper' Lee's advice and went straight to the question.

'Well Takuya that certainly came out of nowhere. What you wanna join them or something?" The 'concerned' Lee said.

"No it's nothing like that. I just saw one of their fliers on a telephone pole on the way to work this morning. I just wanted a second opinion on them."

Lee's dropped his newspaper and gave Peter his full attention. "What was your first opinion Takuya?"

The other Lee leaned forward, eager to hear Peter's answer. This little talk was getting interesting.

"I think they're handing out impossible promises they can't keep. And judging from that Amon guy has some kind of messiah complex; judging from that over the top portrait of his."

"Well Takuya you got my opinion about Amon and that crazy cult of his. The only thing I'll add to that is their follower's fanaticism creep me out."

"Now hold on a second Lee. What Takuya said might be true but it's not that simple. Their message may be on the extreme side of things but I can't say I blame them for it. How many people out there got roughed by the triads and screwed over from some bender councilman. I mean, don't get me wrong I'm not saying I'm in leagues with them but I get where they are coming from."

"Huh, never thought of it that way." He looked at the clock tower and he needed to leave. "Wow time flies. Hey guys I got to an appointment I got to get to. Thanks for the input, you've gave me a lot to think about."

"No problem kid just as long as you keep thinking."

Peter did his usual two finger salute and started to leave the two.

"One more thing Takuya." Lee got his attention.

"Yeah?"

"Watch you head kid, you only got the one to worry about."

Peter grinned. "Will do!"

XXXxxx Busy City Block xxxXXX

The sound of loud satomobile horn rang out in the bright and beautiful downtown district. It was a bright and beautiful late afternoon. The derelict building was a complete eyesore on the buys city hustle and bustle. Peter kept his distance and circled the building, surveying every nook and cranny trying to figure out how he was going to approach. He did have a make shift rag mask tucked in his pocket but he wanted to hide more of his features from the equalists. He did see a nice looking black trench coat in a store around the block, but he really wanted to eat this week. The strange looks he would've got from wearing a heavy overcoat in late spring would be too suspicious. He blended in with the crowed as he walked laps around the decrepit building. Amon picked a prim location to have the meet. It was good neutral location as Peter wouldn't be causing too much of a fuss in broad daylight if things went south. But that meant Amon wasn't planning on a fight either. 'This guy must have an impressive information network if he caught wind of my little surprise party last night.' His thoughts were interrupted when he saw a vagabond lying in one of the many alleyways. An idea came to mind and he approached the sleeping bum. "Excuse me sir."

"Huh who's asking who's there!? He pulled himself together. "Oh. What do you want, can't you see I'm busy?"

Peter kneeled to the bums view. "I got a proposition for you."

"Get on with it kid I got stuff to do! I aint got all day."

"I need to barrow your jacket and that jocky hat for a little while."

"What's in it for me?"

"How does fifteen yuans sound to you?"

"Make it thirty and you got yourself a deal boy." The bum smiled at the prospect of some easy money in his pocket.

"Deal" Peter reached for his wallet and handed the bum his money. He received the old tattered jocky hat and blazer.

The clothes had a pungent smell but it wasn't anything he couldn't handle. "Thanks, I'll be back as soon as I'm done."

"Keep the threads kid, I'm going to get something new. You know winter's just around the corner."

"Good to know." Peter and the bum parted ways. He donned the uncomfortable burlap mask and made his way to the meeting area. He knocked once and which was snatched open by a single chi-blocker. The pair of floating green eyes was there to greet him and show him the way. "Right this way." She whispered.

Peter obliged and walked into the old building.

It felt like an eternity before the two finally cleared the stair well. There was no friendly chit-chat between the two. There was no need after all. The room hade large printing presses and scattered desks were sprawled all over the floor. Peter concluded that this place was an old printing newspaper company or some kind failed publication. He gazed apon a tall, broad shouldered, man starring out of a window that wasn't painted out. It was time to see if the equalists movement was a friend or a foe. Two ch-blockers and the Lieutenant covered Amon's flanks as he was looking out a shaded window. He was stoic and unmoving. The skyline had his undivided attention.

"You know it's customary to greet your guest right. Amon I presume." Peter broke the ice and the Lieutenant responded.

"YOU INSOLENT LITTLE…" The Lieutenant was livid and was about to reprimand the web-slinger when Amon cut him off.

Amon turned to face him and Peter found out just how accurate the fliers were. They didn't do him justice. The hooded man wore lose clothing that constricted around his limbs. The mask was a canvas of artistic lines and decorative symbols swathed across the porcelain white mask. The strongest overtone took the form of a large red circle on its forehead. His eyes only had the slightest glint of light reflecting of his pupils. "Apologies Spider-Man, you caught me indulging my hobby."

"Your hobby is watching traffic go boy? You've have to get out more Amon." Peter expected an angry outburst or a dire warning on his life, but not a few chuckles.

"You might be right Spider-Man. Don't worry, I won't be cooked up in condemned buildings for long." Amon's mask hid all emotion and Peter only had his voice to go by.

It was time to get to the point. "Thank you for getting me out of that mess last night. You have my thanks and a small amount of my time, not my allegiance. Just so where clear."

"That suits me just fine Spider-Man, that's all I need from you at the moment." He folded his arms around his back and stood at parade rest. "Tell me Spider-Man, what's your opinion of this city and, more importantly, its benders?"

Peter cradled his chin. "Well architecturally the city is a marvel. The districts complement each other fairly well and the mountain view is to die for. The people are swell for the most part with a few bad apples scattered about."

"And the bender…" Amon glared.

Peter took pondered the question and found his answer. "I don't think the benders know how good they have it. They are born with powers that give them an unfair advantage over the normal non-benders. The triads prey on the non-benders knowing there is little they could do to stop them." He was reminded of the phonograph salesman and the shop keep being hustled by the Triple Threats. Seeing hard working people getting pushed around always got him riled up. He quelled his anger and continued and it didn't go unnoticed by Amon.

"There are exceptions out there but they are too fare and few between to make a difference." The Avatar came to mind and he wondered why she jumped in to help. She would have been better off waiting for the metalbenders to show up and arrest the Triple Threats. So why did she come to his rescue? If the supposed head bender decided to stoop to help the commoners there might be hope for the benders.

"That was an interesting response, predictable, but interesting." Amon was still stoic and he spoke clearly and slowly. His form lacked basic humanity.

"I'm sorry I thought we were having a conversation. If I had known you were testing me I would have studied."

"It wasn't a full on test Spider-Man. I was only trying to see what kind of man you are. I've asked that particular question to several of my followers on several occasions and they've all given me the same answer, yours included."

"So who was it interesting then?" Peter didn't know where he was going with this but chose to keep playing along for the time being.

"You're fare too forgiving of them." Amon didn't beat around the bush. "We non-benders have been at the benders mercy for centuries." It was Amon's turn to let out some steam. "They have been the cause of every war in every era and the non-benders could only stand by as they lay waste to the world!" His words were combative and for a brief moment his statuesque posture was broken. He pulled himself together and returned to parade rest.

"So you're fighting benders for past transgressions? Last time I checked, the benders haven't waged a major war in a hundred and seventy years Amon. Your reasoning is looking paper thin chum." He folded his arms. It would take a lot more to convince Peter.

"No Spider-Man I fight for the present and all of the non-benders who live in fear of the bending elite in the three nations and this corrupt city. I fight the tyrannical bending establishment."

"You go on and on about bender oppressions and how they ruined the world but why are you here? What's your stake in the fight for 'equality'?"

"I have inserted myself in this battle equality because, like you Spider-Man, I was granted power not of this world. The spirits have lost faith in the Avatar to maintain balance and they have given me the means to bridge the gap between benders and non-benders. I chose to walk this path because I, like so many before me, have been wronged by the bender. My quest for equality began many years ago. My family and I lived on a small farm and we struggled to survive with our meager income. Of course none of us were benders which made us easy targets for the firebender who extorted my father. One day my father confronted this man but when he did that firebender took my family from me, then he took my face. I've been forced to hide behind a mask ever since." Amon's words were stall and heavy. Peter could relate in more ways than one. He wondered if he would do the same if he was in Amon's shoes. His story was too close to home. "…I'm sorry for your loss." It was the only replay that came to mind.

"Don't be, I'm not. My actions are a testament to their memory. I want you to join us Spider-Man. There's not a doubt in my mind that your involvement would cause the revolution to gain considerable momentum.

The sincerity in Amon's words surprised Peter. Deep down he longed for someone like Amon to surface in his world. How many lives were destroyed by the abuse of power? Peter knew what that felt like and it would appear that Amon did as well. The two had more in common then he thought. "A world where everyone gets a fair shot … a fighting chance…it sounds like a dream." He was lost in his own thoughts. His head hung low. A world where people like Osborne didn't have free rein in the cesspools back home.

Amon approached Peter and laid a reassuring hand on his shoulder. His spider-sense didn't trigger, it didn't matter though his head was in the clouds. "It doesn't have to be Spider-Man. Join us and we can bring true balance to the world."

Peter almost accepted Amon's invitation. The only thing that stopped him dead in his tracks was a distant memory of his late mentor Ben Urich. His words guided and haunted Peter long after his death. 'It's a tangled web Peter…' He could never forget that night at The Black Cat. How could he forget, that was the night he learned how the world really worked. '…You believe that there's good guys and bad guys. Right and wrong. You believe that if we all become good little socialists and work for the greater good, everything will be sunshine and roses?' Peter learned not to blindly follow ideologies solely on their appeal. Don't let the dream overshadow the reality of things. The fog lifted out of his mind as he forced Amon's hand off of his shoulder. "Are there any good benders in your ideal world Amon? What are you going to do with the benders who live honest lives? They can't all be as bad as the man who took your family."

Amon's voice lost its soft tone and was replaced by deadly determination. "The road to absolute equality is not a smooth one boy. The benders, by nature, have an unfair advantage over normal people and they are not exempt from our plan. Their very existence is a mockery of equality and they must be dealt with accordingly."

Peter backed away further from Amon. The dream was turning into a nightmare. "So you're your going after the good and the bad benders then. You got innocent people in your sights too!?"

"Like I said, the road we chose to traverse is a harsh and unforgiving one. We have to make the hard decisions now so that future generations don't have to. The benders of the world must be treated with extreme prejudice. In short Spider-Man, yes we are targeting all of the benders. No bender will be excluded from the shroud of equality." Amon's words were crystal clear and absolute. Not one word was minced.

'Damn, six feet under and you're still watching my back. Thanks Urich' He quietly laughed and smiled to himself.

"Do you find my words humorous?" Peter could just make out the scowl in Amon's eye holes.

Peter's mask hid the unwavering look he was sporting. "No Amon your words are fare from funny. Every night I go out there and put my life on the line for complete strangers and I don't care if they are benders or not. I don't pick and choose who I save or fight I just act." Adrenaline coursed through his veins. He never could give these feelings words until now and it felt good to say it out loud. "Do you think your family would want to see you wreaking havoc on innocent bystanders? You're no different from the firebender that took your family!"

"So I take it you're not joining then." His voice was slow and full of disappointment. His chi-blocker escorts were another story. They were enraged by Peter's defiance of their savior. Where did this guy get off? Amon spilled his guts out to this punk just for him to spite in his face. It took everything they had not to show this Spider-Man some manors.

"What gave me away?" He openly mocked the revolutionary.

"It's a shame really. We could've done so much together." Amon sighed. He meant every word.

"We want two entirely different things Amon. I won't jump on your extremist bandwagon for a few bad apples in the bunch. I'm out of here." He turned his back to Amon. There was nothing else to say to that lunatic. He got as far as the stair well before he snapped and faced Amon one more time. "I almost forgot to tell you." Peter's voice got serious and his eyes narrowed. "I got my eye on you Amon. If you and your rat pack do anything past protesting, I will make it my life mission to shut down your little revolution."

Amon's underlings didn't take the threat lightly as they sprung into defensive stances surrounding Amon. The lieutenant drew his electrified kali sticks and the chi-blockers swung their bolas at Spidy's declaration. Amon just stood there expressionlessly looking Peter in the eyes. He held his hand up. "That's enough, let him go."

"But sir he's just threatened the revolution." The female chi-blocker protested.

Amon's gaze never left Spider-Man as he spoke. "Are you questioning my orders?"

"N...No sir." She said and with that Amon's guard detail 'sheathed' their respective weapons.

"I won't take you to the authorities. I still owed you for last night and I would say this makes us even." Peter made his exit and gave out one final nonchalant wave. "Don't worry I'll see myself out."

The party waited a few minutes to make sure Spider-Man was off the premises before they started to move.

"Secure our transportation. I and the Lieutenant have to discuss some business, we'll be down shortly." The chi-blockers rushed to their task leaving the two alone. "Well he's certainly a character." Amon quipped dryly. "Youthful ignorance at its finest."

"You've should have let me take him down Amon. He challenged you and the revolution and you just let him walk out of here!?"

"Calm yourself old friend." He told his second in command. "I gambled with this meeting and I lost. I knew from the start that Spider-Man's recruitment was a long shot at best. He's a lone wolf who picked a fight with army. One man cannot dismantle the revolution."

"I know that, I just don't want to keep this wild card in play." He leaned on a wall and crossed his arms. "I'd get a heck of a lot more sleep if he was dealt with sooner than later."

"It simple really, the revolution will take center stage with our next move." The Lieutenant finished his thought.

"And Spider-Man will take some of the heat off of us and distract the council." The Lieutenant said.

"Precisely, is your mind of ease now?"

"A little."

"Good. Have you checked in on Mr. Sato's progress?" Amon changed the subject, and the wall crawler's words were a distant memory to him.

"The mecha tank's basic design is operational but he's run into a few snags with the platinum armor plating. The gloves are another story though. The concept is feasible but he's having a hard time down scaling the mechanism to a single glove. He says he can crack the problems in a month or two."

Amon knew he was demanding a lot from his armorer and financial benefactor. The Avatar's premature arrival meant that the time tables had to be moved up and Sato did his best to adapt. All things considered, Sato was performing admirably. "Good. Tell him not to rush production too much."

"Understood sir."

A/N: Sorry about the long wait guys. I've been swamped by school and this chapter was harder to write for me then I thought. I felt like I had to compromise a lot of Spider-Man's abilities for the sake of story and I was fighting this chapter for a while. LOL I had to keep telling myself that this was Noir and not Amazing (I think he would get out of that warehouse without a scratch.) I think it's time to explore the beta reader concept as an anonyms reviewer pointed out my blatant grammatical errors. I just wanted to ask you fellow authors if any of you have ever dealt with a beta reader. Please tell me all about it. And PM me if any of you are interested. Another question I want to ask you is how I should deal with progress updates on my profile page. I didn't really use it during this chapter as much as I should and I wanted to ask you if I should keep them on the page and let them build up or should I delete them with each new chapter. I would appreciate your answers in the reviews or a PM.

Yigtero: Thanks for the words on the overall captured voice of Spider-Man. Getting his overall voice does stonewall me more than you would think. I sit back for a while when writing the rough drafts and constantly ask myself, "Would Peter say that?" That is an important part of the story and I put a real effort into that 'voice'. And don't worry about Tenzin's JJ connection. I intend to have a lot of fun with that voice of his XD. As for Peter's view of the equalist, I hope I captured that in this chapter. I think that Noir Spider-Man would join up with the equalist if he hadn't been under Urich wing for so long or went through all of the events of the comic and to some extent the game. Oh and Don't worry about the Pro Bending, I won't let that little side note distract from the stories flow. It'll probably get a few mentions at best.

Justus80: You guys are killing me with the paring stuff. I'm like a kid at two of the greatest toys in existence and my parents tell me I can only have one. I personally like Peter with Asami but the show had a perfect relationship with her and Mako and I don't really feel like I should muck that up. I feel like it would be a more of a choir later on in the story. AWW it's so hard to choose!

Drama sapphire: Not much to say here. Let's just I have a feeling that you're going to like the next few chapters.

Captain Ash: Well well well look who decided to dilute my monopoly over the Spider-Man/LOK crossovers with a story of their own. I'll keep this civil for now and address your so called… "Review". Believe me dude you won't see a hint of 'Superior Spider-Man' in this story. I've hated the direction crap from day one and have yet to pick up or follow any of the fake spider-man's run. Besides I don't feel that making Sato into Doc Ock would be a good move. Not saying that it's a bad idea or anything I'm just not feeling it bro.

Aztec 13: Stay classy dude.

The New Creed: You'd be surprised how close I was to choosing Ultimate Spider-Man over Noir

Hyper Peter: You weren't breathing down my neck bro. Heck I never get tired of getting reviews so by all means keep "Breathing down my neck." I don't mind. The waitress wasn't an equalist spy she was a follower. I wanted to use her as an instrument to illustrate the reader to Zolt's arrogance. If he had just had the meeting at his headquarters or a discrete location then Spider-Man wouldn't see another sun rise bud. The guy's real street smart but hey arrogance comes before the fall and boy what a fall. You're going to have to give Peter a break for being a little sexist. He wasn't denouncing Korra for being a girl. Heck he wasn't denouncing anyone. He's so used to saving people that he thinks he has to be the one to act all of the time. And he's the one who ended up with egg in his face thinking like that. I feel like this chapter really drove that point home. He barely questioned the girl who ran from the Agni Kai and he that choice almost got him killed. And come one man he's from the thirties that's the way they thought back then. You see I hate perfect characters. And I wanted to highlight some of Peter's flaws to show that he is far from perfect. Let's just say that Peter has a lot to learn from the Avatar world.

Ghost of the Earth: I appreciate your understanding and look forward to your continued readership. Man I'm loving season 2 so far, despite all of the hate it gets at the moment. The series direction is influencing the story more and more with each passing episode. I'm glad I'm sticking with the season 1 narrative; I got enough on my plate at the moment. That scene with Eska had me rolling by the way.

Brad W: Next Chapter dude! Stay with me!

AJ Katon: Thanks for the fave. Noir caught my attention while the first season of Korra was on its original run in the summer of 2012. Ever since I picked up Shattered Dimensions I just sat at my computer, waiting for someone to make a crossover between the two. I never thought that I would be the one to write it. And that totem/spirit/god thing will have a hand in this story at one point or another. I need to read The Other again before I delve into that can of worms. It's a no brainer that it will be a major part in the sequel. (As it stands now anyway)

StoriesUnleashed: "An author in real life" lol nope. And yes the season 2 will be instrumental in the sequel.

Anonymus: Thanks for all of the constructive criticism. I told myself that I would put them in until I got this chapter out and most of the mistakes should be gone. Thank you sir or madam for your support. Hopefully this chapter isn't riddled with problems like the others.

Guest 1: He just uses that name as a cover so he can hide better.

Guest 2: Spelling has always been a problem for me. I would always tell people I couldn't spell half the big words I use.