Summary: A deal is made with a far different devil. How will Rias deal with the fact her newest servant is the Amazing Spider-man? How will Peter Parker deal with being a Devil? How will the Three Factions deals with a sarcastic webslinger?

Disclaimer: I do not own Spider-Man, Marvel Comics, High School DxD, Silmarillion, or anything else you recognize.

Warning: This will have eventual incredibly OP!Spider-man through a unique Sacred Gear

Note: In text I will be using Western naming convention, in speech it will be Asian. This is done because the character are speaking Japanese for the most part and it's only polite to follow local conventions on such things. Measurements and weights will be in imperial.

Legend: "Speech" 'Thought' (Telepathy) ~Radio/Communicator~ [Sacred Gear] {Magic Item} *Technique*

Adjustments part Two.

'So just about everyone I know is a fictional character here... that's Parker Luck if there ever was any.' Peter Parker exited the small locker room wearing a Kouh Academy athletic uniform of T-shirt and shorts, but was barefoot. He knew that would get looks, but it wasn't like he needed shoes for anything other than appearance. His skin was far tougher than shoe leather and his Spider-Sense kept him from stepping in anything dangerous or smelly. As he entered the small gym the ORC kept in the Old School House, Peter noted that it was a professional set up. There was a pair of treadmills and exercise bikes, a single free weight bench, several weight makings, a speed bag, and a heavy bag. The only thing missing was any gymnastics and acrobatics facilities, which is where he truly shined. Still it was impressive.

Peter let out a long impressed whistle getting the attention of the room's four other occupants, all dressed in similar outfits, but they at least had trainers on. "Much nicer than anything I could have afforded. Is this all manufactured for humans or…?"

"It should be impressive, I spent a small fortune buying and enchanting the equipment." Rias stated with a small bit of pride that she had to foresight to invest in training equipment. "It was designed for human use, but with magic it can withstand more. The weights are the standard amount, but the bars are enchanted to increase gravity's pull on the weights by the number marked on the bar. The weight machine does a similar multiplication effect when it's activated. The bikes and treadmills have been tweaked to take a Knight's speed. The bags are adjustable as well."

"Buchou went all out." Koneko said as was loading a small bar for one armed curls. First glance would have the weight at one hundred pounds, but the bar had the number of ten on it. The tiny girl manhandled it with terrifying ease.

"So where do you want me to start, Rias-sama?" Peter asked as he tried to ignore the fact that Koneko was displaying at least She-Hulk level strength.

"Well, I want Koneko-chan to be warmed up to be your spotter when you test how much you can press, so we're going to test your speed against Kiba-kun." Rias motioned to the blonde haired boy who had been simply waiting by the treadmills. "If that's alright."

"It's fine with me." Peter said as he stepped to Kiba and bowed respectfully. "Hello, I am Parker Peter, Pawn of Rias, I am in your care."

"I'm Yuuto Kiba, Knight of Gremory, please take care of me." Kiba bowed back. "It's nice to finally meet you. However I was expecting someone older… and wearing shoes."

"To be fair I was older when the cocoon formed." Peter shrugged. "I'll have to study the silk and see if I can market something to bump Regenerist off the shelves."

Akeno covered her mouth as she giggled. "And lack of shoes?"

"Shoes interfere with my wall-crawling ability." Peter demonstrated by leaping up and flipping so he landed on the ceiling feet first and then just stuck there. It was a mildly impressive feat given the height to the ceiling was just over twenty feet. "If I was wearing shoes, I'd have fallen back down." Peter then flipped off the ceiling to land back on his feet as if such acrobatics were child's-play to him. "So, we're doing flat out running? This should be fun."

"I'll try not to beat you too badly." Kiba smirked as he stepped onto the treadmill and began a light jog, starting at full speed would cause a number of issues, even if the machine was built to take his immense speed. Of course for Kiba, a light jog was still in excess of sixty miles per hour.

"You're all heart, Prince Charming." Peter shot back as he too got on the treadmill and accelerated to same spped before turning around and literally jogging backwards without missing a beat. "So far, so good."

Kiba smirked before turning around and doing the exact same thing. "You'll have to do better than that, Peter-san."

"Now is not the time for testosterone fueled male bonding." Despite Rias's disapproving words and tone, she was smiling at the antics of her Pawn and Knight. 'Kiba doesn't have many friends outside the ORC or the Student Council. The boys all seem to hate him because of the number of fan-girls he attracts.' Schooling her features, the smile was gone she brought out Hardcore Trainer persona. "I want you both to accelerate to as fast as you can sprint and hold at that speed for a long as you can."

"How is that not testosterone fueled male bonding?" Peter asked as he looked over at Kiba only to get a shrug in response. "Alright, let's kick this pig."

With that both Peter and Kiba turned around facing the right way and began accelerating from light jog to full jog, then to light run, then a full run and finally into an all out sprint. The odometers on both treadmills steadily increased. It wasn't until both of them were going over one hundred eighty miles per hour that there became a difference in the acceleration at all. Rias and Akeno watched wide eyed as both runners blew past two hundred ten and kept accelerating. Kiba was over three hundred first, but Peter was not far behind. Peter's acceleration slowed the faster he ran until he finally topped out. Kiba kept accelerating for while longer until he finally hit a barrier he could not cross. The two kept their insane pace for ten minutes before Kiba had to start slowing down and then finally jump off the treadmill as exhaustion took over. Peter was still running and it didn't even look like he was breathing hard.

"That's enough, Peter-kun." Rias finally called out after ten more minutes passed and Peter didn't even look like he was struggling.

Peter leapt off the treadmill and clung to the ceiling. "So how did I do?"

"It was very impressive. You were running at four hundred thirty six miles per hour, Peter-kun." Akeno responded not bothering to hide how impressed she was. "And you're not even breathing hard."

"That is some insane stamina you have there, Peter-san." Kiba was still lightly panting from his run, which was far better than how he'd been after he first dismounted the treadmill. "And impressive speed, I only made it to six hundred five."

"Four hundred? That's twice as fast as I've ever run before." Peter scratched the back of his neck in this trademarked embarrassed pose. "The endurance isn't new. I used to work a full day then spend three quarters the night patrolling New York for crimes to stop."

"It would seem the Pawn pieces did enhance you to a far greater degree than I had expected." Rias bit her thumb in thought, a habit she still hadn't shaken from her childhood. "Your speed is about two hundred percent of the average human reincarnated a Knight. Kiba-kun had to train extensively to increase his speed to his current levels. Are your reflexes comparable to your speed?"

"No…" Peter shook his head as everyone looked a little disappointed, then he dropped the boom. "My reflexes and reaction times are beyond hyper-sonic. I can easily avoid automatic gunfire. It's one of the things I am known for."

"That's wicked." Koneko piped up. The petite powerhouse was obviously done with her warmup. "I got twenty five tons on the bar. Let's get to it."

"Twenty five tons?" Kiba couldn't help but be curious. "Are you sure he can… I guess he can."

While Kiba was talking, Peter had just laid down on the bench and went to lift the bar as he normally would. Only what he thought was the proper force to lift twenty five tons nearly launched himself and the weight off the equipment entirely. 'This is way too light!' Peter thought to himself as he performed twenty reps without much effort at all. Setting the bar back down, he looked at Koneko. "Trying to prank me?"

"No." Koneko shook her head and pointed to the bar. It was marked with a five hundred and the weights were two fifty pounders. "Going to add twenty five more tons, Peter-kun."

"Ara ara, Peter-kun is such a strong manly man." Akeno hid her smile as she giggled again. She was watching intently as Koneko traded out the two fifty pound weights for hundred pounders. "If he manages to lift this it will be as much as a certain man brags about bench-pressing."

"Indeed." Rias chewed on her thumbnail as she watcher Peter lift fifty tons. 'He lifted that like it was barely an inconvenience. I have to push myself to the point of hernia to lift that much. Akeno doesn't do any better.' Rias's mind was whirling with the possibilities. Peter was already displaying abilities on par with a novice Knight and Rook before adding the effects of Promotion. "Perhaps my brother wasn't just boasting when he said Peter was the best gift ever."

Peter for his part was stunned when lifting fifty tons was not that much harder the twenty five. He performed the reps and then Koneko started adding more weight. Peter continued to lift as weight kept piling on. After seventy five tons he found he couldn't perform the reps with ease. After two hundred fifty he could lift it, but not perform more than three reps. He completely topped out at five hundred tons, unable to do more than nudge the weights up.

"That's it… I can't do any more." Peter gasped out. "It's like the time I tried to lift that Seven Forty Seven. My arms are screaming about that much." Panting heavily, Peter just laid on the bench. "I'd say that puts me solidly in the class sixty for strength, casually lifting seventy five tons, but if it comes to it about five hundred."

"That's what I normally bench-press." Koneko said with just a hint of pride in her voice. "But you are very strong, Peter-kun."

"I'd say. I thought I was impressive with my five tons since most Knights and Pawns can only pull off two tons at our age, but damn." Kiba had been so impressed his Prince Charming persona cracked for a moment. "Twice as fast as a Rookie Knight and five times as strong as a Rookie Rook, you might just become the Mightiest Pawn outside the Four Satan's Peerages."

"Daddy is improving, but he's just human." Mitelt sighed heavily as she watched Issei working out. "He's gone from barely in shape to amateur athlete in just a few weeks thanks to the supplements, but at this rate it will be a year before he's strong enough to hunt anything but low class devils, even with the [Boosted Gear]."

"I know, I know." Kalawarner snapped at the smallest of the trio of Fallen Angels. "We all knew this might take a while. I mean we weighed all the pros and cons. Though, I am still unsure how we missed orgasm inducing massages and donkey dick in the pros column."

"It's a shame we can't get any of those {Blessings} the Church uses to enhance their top Exorcists. But there might be a possibility for more rapid development." Raynare said as she stroked her chin in thought. "Remember that chamber that Azazel found in the Dimensional Gap?"

"Yeah, the weird Radiation Chamber. Azazel used to go on and on about that." Kalawarner nodded. "Then he just stopped talking about it one day. Everybody was glad he went back to his Sacred Gear research."

"I remember that, too." Mitelt spoke up. "It was used to activate that serum he figured out, wasn't it? Didn't all the humans die from the testing?" Turning to face her two friends, she glared at them. "I won't let you kill, Daddy."

"Yes, they did, from acute organ failure. They lasted a few days first. But, we have a way around that and she's already incoming." Raynare smiled widely. "Our Issei will be fine once we have the nun use her [Twilight Healing] on him. He'll be bigger, stronger, and faster. The best part is he'll last even longer in bed."

All three of the Fallen Angels were drooling a little at that thought.

Deep in the darkest pits of a dimension that many called Hell, a lone figure sat on a throne leaning forward and resting his chin on a clenched fist in the same manner as Rodin's The Thinker. If he had been aware that anyone in his court was comparing him to that piece of art, Mephisto would have taken some amusement from it before killing them. The distraction would have been welcome for the demon. As it was, the Prince of Lies was watching as scheme after scheme of his was failing due to interference of Sirzechs. His plot to corrupt a Spider-Totem into a concubine and create a race of Spider-Demons was completely derailed. The connected plot to make sure the Spider's legacy died out with no heir had been reversed. There would be a new generation even if the original was gone. Worse was how it threatened to derail other plans. With the Avengers, X-men, and Fantastic Four bonding over the loss of the Spider-Man it would be much harder to drive a wedge between them.

"How did it all go so wrong?" Mephisto spoke aloud for the first time in four months.

"Oh that would be my doing. At least a little bit." The Beyonder, also known as Frank, just materialized before Mephisto as he spoke. The tall dark haired man dressed in white showed not even one care that he was surrounded by the demonic armies of the King of Hell. "I overheard your little plots and I just didn't like where they were going. So I stepped in."

"But you are bound not to interfere in the affairs of mortals anymore. You are forced to make pacts like I am when you do." Mephisto snarled. "The Living Tribunal enforced that punishment on you after the chaos you caused."

"That is true, and I didn't meddle in affairs of morals, as you put it. I interfered in your affairs, Lucy. You like that nickname? I picked it up watching Television." The Beyonder grinned widely as he enjoyed the look of pure rage on Mephisto's face. If there was a being he truly liked annoying it was the Lord of All Evil. "When Mary Jane summoned Sirzechs, I provided him with all the information he needed to make a deal that would not be refused. It's truly a delight to see all your plans implode around you, even if it greatly altered mine. Well, now that the taunting is done, I shall leave you to mope."

Mephisto was a being of pure hate and malice. He took pride in the fact he literally hated everything in existence aside from himself. If you had asked what he hated more than anything, he would have answered: Love. Now the answer was different. He definitely hated The Beyonder far more than everything else combined.

"Is that the 'uniform' you mentioned?" Rias Gremory asked as Peter entered the Clubroom after declaring he needed to change for the friendly spar. 'It's practically painted on, though I can tell it's heavily padded in one area.' "It's definitely colorful."

"When I first designed it, I was going to wear it for the Professional Wrestling circuit." Spider-Man was standing there in his full classic full costume, including the mask. "After the spider-bite that gave me my powers, I went from bumbling weakling to a literal superhuman. Since money was always stretched a bit thin, I went to one of those 'last three minutes against the Heavy Weight champ and win a load of money' events. Bout lasted a minute and started the Spider-Man craze for while."

"You were a wrestler?" Koneko spoke up as she adjusted her MMA gloves. She was still in her gym clothes as she really didn't have a set outfit for fighting. "That's wicked."

"I'll bet you were popular with the women, Ufufufu." Akeno hid her mouth behind the sleeve of her Miko outfit. "But why hide your handsome face, Peter-kun?"

"Well, I was a fifteen year old pretending to be an adult," Spidey scratched the back of his head. Hanging around with certain women had somewhat inoculated him to flirting, but he'd never be immune. "And yeah, I have WAY too many female fans leaving inappropriate comments on every single one of the Daily Bugle's articles on me."

"I feel you there, Peter-san." Kiba had put a black tracksuit on over his gym clothes. He'd already created a {Mercy Sword} the demonic sword would cut like steel but not when it came to living flesh and thus was perfect for training. "I was literally the first boy to attend Kuoh Academy. And don't let them fool you. Women are every bit as perverted as men."

"Ain't that the truth." Koneko muttered. She had way too many fans and they weren't all guys.

"Preaching to the choir. Jennifer, Jessica, Carol, and Wanda were almost as bad a Tony and Logan. Felicia made all six seem like celibat monks."Spidey chuckled. "So where are we having the spar and what are the rules."

"The Marquis de Gremory has prepared a basic arena in a pocket dimension." Rias explained. "This will let you cut loose with your full abilities. Each of you will be monitored using the Rating Game Retirement system, so there is no chance of fatalities. At the suggestion of the Devil King Lucifer the spar is Akeno, Kiba and Koneko versus Peter."

"While I have this uniform on, can everyone call me Spider-Man?" Spidey asked. "I don't want to get out of that habit, because I plan on patrolling Kuoh once I settle in. I might be a devil now, but with great Power comes great Responsibility."

"Well, when you say something so noble, how can we refuse you?" Akeno responded to the request. "Don't you agree, Buchou?"

"I see no issue with that…Spider-Man." Rias responded with a small smile. "Are you two agreeable?"

"It's not an issue with me." Kiba nodded as he weighed the issue. "It's got a ring to it."

"I will call you Spider." Koneko said after a moment. "Take it or leave it."

"Beats Web-head any day." Spider-man shrugged. "So what do you say we get this show on the road?"

"Thought you'd never ask." Rias nodded as she stepped over to the area they cleared out specifically for transport circles. "Normally, Akeno-chan handles transportation, but as I don't want her depleting herself before the match I will be handling this one." Rias said before throwing her arms wide and summoning her devil magic. For a moment her personal sigil appeared before her, then it faded away as a *Gremory Transport Circle* appeared on the floor glowing a brilliant scarlet. "Alright, step inside and you'll he taken to the Arena, I will be watching from the comfort of my desk. Good luck, Spider-man… you'll need it."

"Here's to hoping I don't lose my lunch again." Spider-man joked as the magic began the transport and he dissolved into motes of red light.

"Well, they certainly love the whole chess theme." Spider-Man observed as he materialized in the arena. Massive stone walls enclosed the area in a hexagon that he would guess was a thousand yards on a side. Scattered around the arena floor were massive towers shaped like the classic chess pieces, they seemed to be scale with the pawns looking to be fifty feet tall. 'Well that gives me something to web-swing off of.' He thought as he leaped through the hair, landing on the side of a knight and began climbing to the top. "Let's see where the rest of the gang are." He muttered before shooting off a webline and began swinging through the battlefield.

Across the arena out of the immediate line of sight of Spider-Man, the three other servants of Rias Gremory had appeared in close proximity. Immediately they were back to back to back as they assessed their surroundings.

"Hmm, this arena will favor us. He's new as a devil, so he won't be flying for a while." Akeno observed as she surveyed the arena. Unleashing a pair of devil wings she took to the air. "Be careful you two. He's fast and strong, a rare combination outside of a King or Queen."

"We'll call you if we find him first." Koneko said as she adjusted her gloves again. Something about the perceived advantage of air superiority bothered her. 'Why would they handicap Spider like that atop the three on one?'

"And we'll follow the lightning if you find him first." Kiba added in as he drew his sword. He was looking forward to fighting someone where he could unleash his true speed.

The pair of blondes released their wings and took to the air, all three devils choosing a different direction to search for their opponent.

Spider-Man watched as the blonde swordsman literally flew right by him. To be fair, Kiba was scanning the ground for what he assumed was a ground bound enemy. Clinging to the side of the black queen tower, Spider-Man lined up his shot on the winged devil. With the specific wrist movement he changed the projectile to impact webbing and with simple tap of the trigger the pellet shot out with a barely audible pop. I split send later was a second pop of the second pellet. Spider-Man then reset his shooter for standard webbing.

"What the…?" Kiba had been surprised to feel an impact on his knee, but not as much as he was to see the mass of grey webbing that wrapped him from the waist to feet. His shock at sudden attack left him wide open for the second one as his arms and wings were wrapped in similar webbing. "He's by the black queen!" Kiba half shouted into his communicator. "Careful he's got mmmppphff!" Anything more Kiba would have said was muffled by webbing over his mouth.

"Whoopsy!" Spider-Man cheered as he swung through the air hitting Kiba with both feet siding the Knight slamming into the ground creating a crater. "Score one for Team Amazing."

"Kiba-kun didn't even have time to react to the surprise attack." Rias observed as she watched the match. "Though, Spider-Man is not making sure to retire him. That might come back to bite him in that cute ass of his." The redhead devil was taking notes on everything she saw in the monitors. "I'll have to remember to ask him about that webbing. He is certainly skillful in using it."

'Owww! That hurt!' Was Kiba's only thought after he hit the ground. The webbing that covered him from neck down had absorbed a great deal of the impact, but not everything. The lone Knight of Rias Gremory was trying to understand how he'd been ambushed in the air, until he saw Spider-Man web-swinging away. 'Oh… that's how. Well, I better try to get free.'

It only took a few seconds of struggling for Kiba to discover the webbing that held him was stronger than steel cable. He could move around very slightly, but nothing that would allow him to wriggle free. For the first time in his life as a devil he wished he'd been reincarnated as a Rook. He knew Koneko would easily tear herself free.

'Well, if I can't use strength, I'll use steel.' Kiba activated [Sword Birth] to create several swords at once. They didn't erupt from the ground like most times he activated this version of the power, but on his body. As he hoped the blades ripped through the webbing, but it hadn't weakened it enough to free himself. 'Well if at first you don't succeed…'

Akeno enjoyed any chance she got to fly. Sure it wasn't as fun as cooking, teasing men, or the joys of inflicting pain on her enemies, but it was still a joy. She didn't let her enjoyment of swooping through the numerous towers distract her from her goals. Rias needed an accurate assessment of Peter's skills, and there was nothing Akeno wouldn't do for her best friend/King. It helped that she was oddly curious as well, especially since Maou Lucifer had high expectations of him.

~He's by the black queen!~ Kiba's warning came over the communicator. ~Careful he's got mmmppphff!~

'He managed to silence Kiba that quickly?' Akeno couldn't help but be impressed. While Kiba was arguably the weakest member of the peerage on paper, her Kohai was incredibly skilled in combat. Scanning the horizon for the black queen tower, Akeno was formulating plans in her head. 'There we are. Don't worry, Kiba-kun, I am coming.'

Koneko had been on high alert since Kiba's warning came over the communicator. Unlike Kiba and Akeno, the tiny Rook remembered the ability that Peter had shown off during testing. Not only was she scanning the ground for Spider-Man but she examining every tower as she passed it. Unfortunately for her, she did not know about web-swings. She had just passed a red bishop when a pair of scarlet booted feet struck her in side with stupendous force.

'Hope Koneko-chan forgive me for this.' Spider-Man mused just the moment before he hit. Knowing her strength and the famed durability of the Rook, he had held back only as much as he would if fighting Jennifer, which meant not much at all. His web-swinging kick struck true and sent the small girl careening into a red pawn tower. The force of the blow sent her crashing through the magically hardened stone-block wall. Not waiting for her to recover he sent a webline in after her as he landed on the red bishop. As soon as it attached he gave a mighty yank sending Koneko hurtling towards him. He leapt off where he was perched and was preparing a vicious round house.

"Ow." Koneko groaned as he found herself in the middle of rubble that had been a tower. Since she had become a Rook, she hadn't really felt most of the purely attacks she had been hit with outside of training with Sirzechs Peerage. Her defenses and durability were just that impressive. So she was astonished that the kick to her ribs would actually leave a bruise. Hitting the stone wall at speeds normally reserved for airliners had not helped either. Her t-shirt certainly had destroyed and her shorts were not much better. Koneko didn't have a chance to be mortified of being caught in her Hello Kitty bra and panty set. Instead stick strands of webbing had covered her chest before she was bodily yanked from the rubble. She had barely thrown up a guard over her paced when the punch landed. "Damn."

Spider-Man had not been too surprised that Koneko blocked the punch. Rias had touted her skills in hand-to-hand combat. The crimson sigil that seemed to lessen a blow had been a bit of shock. However he rolled with the punches quickly by whipping his body around to literally slam Koneko into the ground considering he was still holding the webline attached to her. As she hit the ground causing a crater he dropped down himself, landing in the opening stance of Way of the Spider, his feet were far apart, knees slightly bent, one arm towards the enemy while other arm was back.

"That hurt." Koneko grunted as she kipped up to her feet from where she impacted the ground. It only took her a moment to see Spider-Man ready for her. "That stance is… different."

"Friend of mine helped me develop a martial art style tailored to all of my abilities." Spider-Man stated simply. "Don't tell me that Kitty is scared."

Koneko narrowed her eyes at the taunt. It wasn't particularly cruel or all that clever in her opinion, it was the sort of trash-talk she heard when playing games online. "I'm going squash an Arachnid." Koneko released a menacing aura laced with killing intent as ripped a huge boulder from the ground and hurled it at Spider-man. "Un."

*Spider-Sense*

Spider-Man didn't really need the warning given he literally watched Koneko lift a chunk of stone out of the ground that was the size of an UPS Van. When came hurtling for him, he literally bent backwards limboing under the massive projectile. He straightened up in time see Koneko coming with a wicked strike meant to crush him into the ground. 'She's pretty fast and agile. It's like fighting Felicia if she had Jennifer's strength.' Spider-Man observed as he dodged the strike. He retaliated with a quick strike to her stomach which connected only to barely move the girl. "Damn, hitting you is like hitting Ben. You wouldn't happen to have a Sweet Aunt Petunia who is a Victoria Secret model, do you?"

"Spider is being lewd." Koneko muttered as her ominous aura increased. Her punches and kicks were coming much faster. Unfortunately for her she wasn't striking Spider-Man with anything she was throwing. He dodged or deflected every punch and kick as if he knew every move Koneko would make before she made it. In return she was taking punches and kicks that she actually felt. Not that they were doing much damage individually, but Koneko was realizing that she was losing the fight. 'How can I be weaker than a Pawn?'

"What? No, I didn't mean… alright maybe I was." Peter said in between punches aimed at taking off his head and kicks that might just have emasculated him. Every time he struck Koneko it reminded him of hitting Rhino, it was bone-jarring and he knew she barely felt it. "What if I said I think you'd make a good model?"

*Spider-Sense*

Spider-Man leapt away from Koneko just as the ground erupted with multiple makes of swords. Then he had to twist in mid-air to avoid being struck by *Lightning*. As he landed he didn't have time to dodge the incoming man-sized boulder that Koneko had thrown. The chunk of stone carried him along for a few dozen feet before it came to a stop.

"Koneko is fortunate that Akeno and Kiba showed up, or she'd have been retired soon." Rias noted as she watched the whole exchange. "Though I wonder how he knew to dodge the [Sword Birth] *Plows to Swords* attack. Not to mention Akeno's *Lightning*." Rias frowned. From what she could see, Spider-Man hadn't been aware of either devil approaching until they attacked.

"Finally." Koneko muttered as she saw one of her attacks strike. She was quite certain she'd have been retired in minute the way the fight was going. "Thanks for the assist."

"It's no problem. I owed him one from his sneak attack." Kiba was looking much worse for the wear. His tracksuit was in tatters and his back was one solid bruise at this point. Even with some quick healing from Akeno he was stiff and sore.

"Ara ara, it would seem the Spider-Man is quite skilled in dishing out the pain. I wonder how he is at taking it." Akeno came to hover over her kouhai. "Do you need some healing, Koneko-chan?"

"Would be nice." Koneko nodded her head. "But we should… WATCH OUT!"

The man-sized boulder came flying back at the three devils who had made the mistake of taking their eyes off Spider-Man. Kiba instinctively dodged to the side as Akeno raised a *Barrier*, but it was only half formed as the stone missile hit her. While the incomplete *Barrier* and her Queen defenses greatly reduced what damage she took the inertia of the boulder sent her careening until she hit the red bishop tower and was crushed trough the wall.

Kiba raced forward intent on taking Spider-Man out of the fight. Unfortunately his speed and expert swordsmanship was of little help. Spider-Man weaved around the strikes as if Kiba was acting in slow motion. The Knight was undeterred and attempted to use the attacks to maneuver his opponent so his back was to Koneko. The plan was one the pair worked out when training under Beowulf. Unfortunately this time, it was an epic failure. Thinking that Spider-Man was distracted Koneko came for a flanking attack with an uppercut meant to complete incapacitate him. She wasn't prepared for what happened.

*Spider-Sense*

"Whoopsy!" Spider-Man grabbed Kiba's arm and twisted him around so that he was directly in the path of Koneko's attack.

Luckily for the Knight the Rook struck his stomach, not his groin like she had been aiming for on Spider-Man. Kiba was literally lifted up off the ground and flung over a hundred yards away from the force of the blow. The blow had been so surprising and painful that swordsman didn't even get to grunt in pain before he hit the ground.

~One Knight of Rias Gremory is retired~

"Sorry Kiba." Koneko winced as she saw her friend being launched through the air.

"Damn… that was brutal." Spider-Man muttered. "And you were aiming for my groin."

*Spider-Sense*

"You're being lewd." Koneko shot back as she turned her attention for Spider-man only to receive another webline attaching to her chest. She didn't even have a moment to react before she was hurled into the path of a *Lightning bolt.*

Akeno watched in horror as Spider-Man literally threw Koneko into the path of the *Lightning Bolt* she had been charging up. It was true that the bolt wouldn't be able to kill either of them, but she had though she was sneaky even as she gathered enough power to knock her opponent out. Instead she literally eliminated her remaining ally.

~One Rook of Rias Gremory is retired~

"And then there was one." Spider-Man chuckled as he raised both hands sending two pellets of impact webbing to wrap Akeno up. As he expected the pair of pellets had exploded around the barrier she threw up. The strands of webbing still made a cocoon around her, but it was not the supertight binding he would have liked. "That ought to put a stop to the lightning mojo for a minute."

"Ufufufu, do you think Lightning is all I can do?" Akeno giggled as she channeled a good bit of demonic power. In less than a second the webbing was encases in ice, which Akeno shattered with a casual flex. "Now why don't you be a good boy and let me deliver a spanking?" Weaving her hands around the Queen summoned a magical circle and unleashed a *Torrent of Flames* at Spider-Man. "It'd be so hot."

"Sorry, but I'm not into being the M." Spider-Man quipped as he formed a web shield to ward off the flames as he surged forward. He could have easily leapt out the area of effect, but doing so would easily let Akeno get in more attacks. "I prefer being the spanker, not the spankee."

Akeno hadn't been able to see what happened through the flames until Spider-Man was directly atop of her. Despite her enhanced speed, she took punch to the gut that literally knocked the wind out of her. She couldn't really say it hurt, just that she couldn't breathe correctly. She also couldn't concentrate on any spells. She tried to lash out at Spider-Man but found her attack was easily thwarted by him grabbing her wrist. That's when she felt something pierce her skin. 'What's he doing? That feels sooo good!' And then her world went white.

(Ah yes, that was delicious. Thank you for the snack, my little Spider.) A female voice echoed in Peter's mind.

"Well, Akeno is recovering rather well from that draining attack of yours." Rias announced as she entered the empty classroom that Peter had holed himself up in. She was in no way angry at all, and sounded more amused. "Her magical reserves were half what they normally are when she was retired. It just took a good meal to restore them. Well after the change of panties anyway."

"Well, that's good, but I am still freaking out." Peter had changed back into his casual clothes. "I didn't have a draining attack before my reincarnation. I know a few people who did, only one of them was an ally, but it's not anything like hers. I don't have any of Akeno's memories, or her powers. I've never done anything like that before."

"Hmm, well, I can reassure you it wasn't dangerous to her. There were marks on Akeno's arm like your finger tips had small claws, but the cuts were healing quite rapidly even without healing magic. Akeno described the sensation as extremely pleasurable, even if did drain her magic." Rias explained. "Right now she's more worried about you after I explained how panicked you were when you arrived with her. If she wasn't busy healing Kiba and Koneko she'd probably be in her fussing over you… or asking you to drain her again."

"Well then it's definitely different from Rogue's touch then. Not even dedicated masochists enjoy that sensation." Peter chuckled mirthlessly. "What is really concerning me is that there was a voice in my head after I fed on her magic. A female voice and it wasn't anyone I've known."

"That is concerning." Rias had just stared at Peter for a minute. "I will have to contact my brother and see if Maou Beelzebub will take a look at you."

"I can't believe you are being civil with that bitch." Carol Danvers hissed out that last word like she wanted to kill the woman the insult was directed at. Honestly it wasn't far from the truth. She had a friendly rivalry with Spider-Man for who was the better hero. It was a rivalry born of competitive nature that led to one of her best friendships. She couldn't help but respect Peter, even if she gave him all sort of hell. She respected him a lot more than she did just about anyone else in the hero world. Hell, she respected him enough to reconcile with Rogue just because he was friends with her. So the idea of playing nice with Mary Jane after the woman literally sold him like a used car was mind boggling. "I mean Little May is precious and I'd never say anything negative about her Mom in front of her, but…"

"I'm civil for three reasons, Carol. A: Peter would want it that way. B: She wants to be punished by us so she can stop punishing herself. C: She offered me something as close to my dream as I can ever get." Felicia Hardy held up her fingers as she counted off the reasons. "This is aside from the fact that she is doing an excellent job by May. It's not like I hang out with her or invite her to Girl's Night out. I just treat her the same way I used to when she was Peter's wife."

"I just want to…" Carol grunted out, but then let out a long sigh. She had to clear her mind of all the things she wished she could do to Mary Jane. She wasn't even quite sure why she was so upset. She'd lost other friends as well as lovers. She hadn't even been this upset when Mar-Vell died. "Wait a minute. You said she offered you something close to your dream. I remember that game of Truth or Dare. How can she offer that?"

"Peter made a very special deposit."