DISCLAIMER: I DO NOT OWN BEN 10 OR MARVEL. THIS IS JUST FOR FUN, NOT FOR PROFIT.

Hey guys. Ok so I know that I am late to the party on this one. I really thought I could finish this for Halloween. But, the real world had other plans for me. But, since I started this chapter. I figured that I may as well finish it.

So Happy Halloween to all who celebrate this Holiday. I hope you all had a wonderful time and I hope you all enjoy the story.

Enough talk, lets get on with the show!


Happy Halloween!

New York is no stranger to the Holiday seasons. Parades during Thanksgiving, the giant Christmas Tree in Christmas, hearts and chocolate for Valentines and the cleaning crew for the day after St Patricks Day.

But in the Month of October, there's no celebration quite like Halloween. The Holiday where dressing up, getting free candy and scaring the living daylights out of people is encouraged.

Normally, people used to dress up as Monsters or popular movie characters. But in recent years, especially in the Big Apple, the citizens all dress up as their favourite heroes and villains.

Walking in Times Square alone you'd likely cross 20 Iron Men, 30 Hulks, 25 Wasps and many, many more.

But this year was special. For earlier a certain, Emerald Shapeshifting Hero had landed on the scene and made quite a splash in the publics eye. And that Young Hero couldn't help but grin like an idiot as he looked down from the rooftop he was sitting on and watch the number of people dressed as his aliens.

Ben Tennyson wished he had made a tally list to show everyone as he counted 12 Four Arms, 9 Diamondheads, 13 Humungoursaurs, 15 Raths and 10 Heatblasts in the last 15 minutes alone.

The best was a group of middle schoolers that all dressed as Ditto and pretended to be clones.

"Man, oh man, I can't wait to rub this in everyone faces at the party later." Ben said, smugly as he looked down at the crowd. "Tony's gonna be so jealous. Oh, hey you're down there too, Pete. That's like, 5 I think?"

Peter Parker aka Spider Man chuckled as he hung upside down next to Ben, sipping a cup of warm coco as they watched over the city together.

"You know its cause you got so many forms to choose from, right?" Spidey stated. "I mean, not all of us have the same variety of looks as you do. I only got the one suit."

"Ah don't be like that." Ben replied dismissively. "I'll bet, if you had more costumes people would be arguing which suit is the best."

"Oh yeah, sure." Spider Man replied sarcastically.

After a few more minutes of observation. Ben raised his arms and stretched, groaning as he felt his back crack in a few places before standing up.

"Well, this has been fun. Wanna check out another part of the city. I don't think well find any action in this part of town anyway." Ben stated.

Spidey seemed to agree as he hopped off his ledge and fixed his mask, while tossing his empty cup off the roof. The Teens watched as the cup fell several stories and landed perfectly in the open lid of the trashcan on the street below.

"Swish." The Web Head gloated.

Ben whistled, impressed by the level of skill. "You gotta teach me that trick."

"Sorry, Ben. Can't teach that one, all in the Spidey Sense."

"You know you keep saying that. But, I'm sure Spidermonkey can do it. I swear I feel that tingle, that you've talked about." Ben argued as he activated his watch.

"No way, Man." Spidey retorted. "Spidey Sense is my thing. Besides, your alien has similar physiology to arachnids and simians. But it wouldn't be identical. The statistical probability is astronomical."

In response, Ben just shrugged. "Well one thing I do know is that he's a better swinger than you."

Spider Man and Ben remained silent as they locked eyes. Even under the mask, Ben could tell the Web Head was thinking the same thing he was.

"First one to Harlem gets the losers candy." Spider Man bet.

"Deal." Ben responded.

A flash of light later and Spider Man and Spidermonkey both zipped into the city skyline on their respective weblines.


A flock of pigeons fluttered off the rooftops as Spider-Man and Spidermonkey both landed on the rooftop at the exact same time.

"Boom!" Spidermonkey cheered as he somersaulted in the air. "First place suckah! Hand over the candy."

"What! No way, Dude. I won that." Spider Man objected.

Spidermonkey cackled in a chimp like fashion. "Oh please. You were eating my webs the whole time."

"Fat chance. I was leading from 86th street and you know it." The Web Head countered.

The Alien Avenger then smirked as he leaned in close to Spider Mans mask. "Fine then. Race to the top of the Empire State Building. Double or nothing."

Spidey narrowed his eyes as he grinned with anticipation. "Bring it."

Spidermonkey chattered as he moved to the ledge of the roof. "Ok. Ready. Set…."

"Hold on." Spider Man suddenly called out, snapping the Alien out of his competitive mindset.

"What?" The Blue Alien asked in confusion.

Spider Man pointed to the distance. "You see that?"

The Alien Teen followed the Spider Themed Heroes gaze. They were on a building just overlooking the Church of the Intercession, just next to the cemetery. From their perch, they could see an ominous glow in between the gravestones, like someone had lit a bonfire.

Spidermonkey taped the Ultimatrix dial and turned back into Ben.

"Think someone's taking the theme of tonight a little too seriously?" He asked the Web Head.

Spidey narrowed his eyes as he perched himself on the edge of the building. "Hard to say. Could just be some guys from the local college or high school kids having a party?"

"True." Ben agreed, but his expression turned to one of disapproval. "Still, these are peoples' graves."

"And this is New York. Nothing is quite what it seems out here." Spider Man concurred.

"Better, check it out. Just to be sure." Ben suggested.

Spider Man nodded as he shot out a webline and swung towards the gravesite. While the Emerald Avenger, activated his watch and selected his transformation.

As Spider Man touched down on one of the angelic statues within the cemetery, he got a clear view of the event happening on this Hallows Eve.

A group of people, all gathered before a bonfire. Each person wearing a mangled cloak and wore masks of the typical Halloween monsters, Vampires, Werewolves, Witches, Frankenstein's, etc, as they looked upon a crudely constructed stage. It was decorated head to toe in Halloween memorabilia. From fake spider webs, pumpkins carved into jack o'lanterns, skulls and bones across the stage, bats hung from the support beams, and ghosts blowing in the wind.

All in all, it looked like a typical Halloween themed party. Only there was something off about all of it. Spider Mans Spidey Sense was tingling like crazy the closer he got to this "party". Something here was certainly not kosher.

A chill and an eerie whisper caught Spidey's attention as he turned to see a whisp of vapour appear, before moulding itself into the ghostly form of Ben's haunting alien Ghostfreak.

The Alien remained in his intangible state, causing his usual white skin with black lines to become inverted.

"Gosh this guy creeps me out." Spider Man shivered as the Ghost alien floated next to him.

Ghostfreak chuckled in response. His raspy voice making the playful action sound menacing and sinister. "And yet, you didn't sense me as I snuck up on you."

"It only warns me when danger is nearby. As creepy as this form is, I don't have anything to fear from you." Spider Man explained.

The sound of footsteps on creaky floorboards distracted the Teen Heroes as the apparent leader of this little gathering entered the stage.

Once he came into full view, Spidey's eyes widened. "Him on the other hand."

Ghostfreak would agree with that statement as the being who walked on stage is the last person you want to meet on a night like Halloween.

The man was dressed in a green suit, with various brown/grey belts tied around his waist, arms and legs, like bindings. Four gill-like slash patterns ran up both sides of his chest, showing a white undershirt. His gloves and boots were a lighter shade of green, with metal spikes protruding from them. He had a long flowing, high collared cape.

But what really stood out was his head. A helmet, styled like a jack o'lantern, orange and pumpkin shaped, with a green stalk at the top. Eyes and mouth carved into it that glowed from within. But most shocking of all, was that the entire helmet was bathed in flames. Yellow and orange fire danced around the pumpkin head, but it wasn't burning it at all.

On his belt, he wore several smaller carved pumpkins, with the same face on them, a small cauldron hung in the crook of his left arm, which seemed to be filled with candy. In his left hand was a broomstick with what appeared to be foot holsters on both sides and the exhaust end of a rocket engine within the bristles.

This festive psycho is the Villain known as Jack O'Lantern.

The Halloween themed villain cackled as he raised his arms to the crowd. "Greetings and Bienvenu, my fellow Trick or Treaters!" he greeted to the crowed.

The gathered people remained silent. In fact, they hardly moved from their positions in the crowd, not even a voice could be heard under the masks they all wore. They just stood still, slightly swaying or shifting on their feet.

Jack O'Lantern didn't seem to mind the lack of enthusiasm from his crowd as he continued. "I'm sure you're just as excited about tonight's festivities as I am. I promise you all, it'll be a night to remember."

The audience remained silent. However, the movement started increasing and that's when the two teens heard the sound of chains clinking as the crowd moved. The light of the fire and the cloaks hid much of the details at first glance. But as they looked closer, they saw that each of the people in the crowd had been bound by chains. In such an elaborate way to make them all look like they're all standing at attention.

One of the crowd members swayed too far to one side and leaned over far enough for the mask slide off, revealing the face of a young woman in her early twenties. Long blond hair, but her mouth was gagged with duct tape. Her eyes seemed unfocused as she blinked groggily, appearing drugged.

The evidence made it clear; these were not party goers. They were hostages.

Ghostfreak immediately started moving forward only for Spider Man to hold his arm up to stop him. While the Alien Teen was still intangible so the arm would not have stopped him. In fact, Ghostfreak had already passed halfway through the arm before stopping himself. His single eye moving along the black lines on his skin, until resting on his shoulder to look at the Web Head.

"What's you're deal?" He asked.

"Somethings up." Spider Man answered, his tone tense. "My Spidey Sense hasn't stopped off, even with him right in front of us."

Ghostfreak seemed unconvinced as he shifted his eye back to his head and he physically turned to face the Wed Slinger.

"No offence, Spidey. But the guys you deal with are mainly street level with an occasional world ender in the mix. While I deal with world enders and the occasional universal threat. I think I can handle a low level nutjob with some fancy toys." Ghostfreak explained, albeit in a patronizing tone.

Before he could continue, Jack O'Lantern's flamboyant speech continued. "And on this All Hallows Eve, I have invited you all to join me for one of this season's most coveted traditions. A story around a campfire."

Ghostfreak and Spider Man both had expressions of bewilderment on their faces. Granted this guy is a psycho serial killer, but the idea of reading a story to his victims. From an outside perspective, it was a bazar visual.

Jack O'Lantern proceeded to reach inside his cloak and grab an item. "I have a particular chapter that I know will leave you breathless."

The Halloween themed villain then produced a book from within his cloak. The Spider Themed Heroes eyes widened while the Ghost Alien turned paler as they saw exactly what book was in the Jack O'Lantern's hands.

The cover was black leather that looked old and worn down. It had a red symbol on the cover that looked like a backwards number six.

While most people wouldn't think much about an old book like that. Those in the superhero community would be shaking in their boots at the sight of the Darkhold.

This demonic book of dark magic has been the bane of many magic user's existence. That book in anyone hands, Magic user or not, could bring forth any number of horrors that could plunge the whole world into darkness.

"What were you saying about street level threats?" Spidey asked, his quippy nature acting more as a coping mechanism to hide his fear.

"Y-Yeah. Point made." Ghostfreak replied, his tone barely able to hide his own fear. That Book has caused nothing but pain and suffering, every time it's been opened. The last time… It was a moment he'd rather not relive.

"Ok, new plan." The Alien Teen said in a panicked tone. "You keep Pumpkin head distracted, while I get the hostages out."

"Yeah ok." Spidey responded quickly as his nervous energy really had him on edge.

Ghostfreak raised his hand towards the crowd. His white skin started to shift and warp, before pealing back to show his taloned hands underneath. The clawed hand glowed with purple energy as he focused his power.

From the other end of the clearing, the stage that Jack O'Lantern had been standing on started to shake. The various decorations began to sway, with some rattling, drawing the Villains attention.

"Well, well, well. I haven't even begun to read and already this book wants to get the party started." Jack O'Lantern announced with glee.

He then opened the book, the old pages falling where they may without the Psycho killer having to turn the pages himself. As if the book itself knew what spell the Criminal needed.

Somehow, his masks fixed smile seemed to get bigger as he read aloud. "Enamorath! Emmoreth! Ba'al Set Elianath!"

The fire flickered as the winds started to pick up. Chills ran down Ghostfreaks spine, or at least the closest equivalent to one upon hearing those cursed words.

Throwing caution to the wind, Ghostfreak whipped his hand and telekinetically knocked the entire stage over and lifted one of the support beams into the air. He sent the wooden beam towards Jack O'Lantern.

The flaming pumpkin head quickly reacted, with his free hand, he grabbed one of his mini pumpkins and threw it at the pillar. The orange sphere collided with the and exploded in a violent display of fire. Chunks of wood splintered in all directions, with the largest chunk flying towards him. Which he slashed in half with his hooked sickle blade.

"Now I see. Looks like we have some party crashers." Jack O'Lantern commented as he kept his head on a swivel. The Darkhold sitting comfortably in his left hand while his sickle firmly gripped in the right.

A vail of mist started blowing through the area, giving the glow of his helmet's flames and the bonfire an even greater ominous glow.

Jack O'Lantern swiftly turned around and sliced his sickle in an upwards stroke, just as a webline connected itself to the demonic book. Cutting the webline the moment it went taught.

"Trick or Treat, Jacky!" Spider Man quipped from his perch. "Love the decors. But you might need to put out a spread. Otherwise, your guests are gonna get bored and go home."

"Oh, I'd never let a guest leave without some party favours." Jack O'Lantern retorted as he reached into his cauldron. "But for a young man with such a well-made costume. Have some candy!"

He then tossed a handful of colourful candies in wrappers at the Web Head.

His Spidey Sense went crazy, warning him that there was more to these candies than the risk of cavities. He quickly leaped off his ledge and swung away as the candies landed on the branch he was perched on. Steam hissed from the branch as it melted like hot butter and snapped off.

"Wow, they weren't lying. That stuff really does rot your teeth." Spidey quipped as he leaped on top of a statue. "I hope you're remembering to floss after eating all that."

Jack O'Lantern cackled like the deranged psycho he is. "If you don't like my treats. Then how about a trick?"

He then reached to his gauntlet and pressed a button on it. Spider Mans sense tingled as he instantly moved to dodge the incoming threat.

However, the Spooky Villain was craftier than the Web Head predicted as out from several spots in the area, launched a series of thin, semi-transparent sheets of film that where all cut in the shape of ghosts.

They all sprung up from various areas around the graveyard, one of which was right in front of Spider Man as he collided with it. The ghost film wrapped around Spidey, sticking to him as it was covered in some kind of adhesive. It clung to him, restricting his movements. Even with his incredible strength, it would take time for him to free himself from this trap.

Time that the Serial Killer did not want to give him as he drew his scythe and advanced on the Spider Hero.

"One more than I needed. But the more the merrier, as they say." Jack O'Lantern chuckled as he walked over to Spider Man, his scythe raised over his head.

Suddenly, the blade wiggled in his hand, before being ripped from it. Flying across the air and imbedding itself into a tree.

The wind picked up around Jack O'Lantern as he felt a force tug at the Darkhold. The Masked Murderer tilted his melted down to make it seem like his helmets grin, grew wider.

"It'll take more than your parlour tricks to take this book from me." He said sinisterly.

"If you're not going to share. I'll have to take away your toys." A raspy voice responded.

Suddenly, the chains that bonded his hostages snapped like dry spaghetti and the entire crowed lifted into the sky. Floating like spirits as their cloaks blowed in the wind. The people panicked as the struggled against the invisible force that held them.

Jack O'Lanterns body tensed and started to tremble in rage. "No, No, no! Those are mine!" He yelled as he ran forward, grabbing his broomstick off the ground and pressing a button on the shaft.

The sound of an engine roaring to life, came from the broom as Jack O'Lantern jumped into the air and placed his feet on the two foot holds as fire erupted from the engine's thruster, launching him into the sky like a rocket, towards his floating victims.

But before he could reach them, the hostages all blew away as if a huge gust of wind just came along and blew them all away from the Killer and out of the cemetery. All landing safely on the other side of the street, in the midst of some Halloween decorations that cushioned their fall.

Jack O'Lantern roared in rage as he attempted to chase after them, only for Ghostfreak to materialise before him and grabbed his broomstick by the handle, halting the Pumpkin headed Villain in his tracks.

"Not so fast, Scarecrow." Ghostfreak said as he used his free hand to restrain the Villains arm.

As Jack O'Lantern moved the Darkhold close to him to read from it, the skin on Ghostfreaks chest opened up and several black and white striped tentacles burst from his chest cavity and wrapped around the Villains wrist with the dark book and his remaining limbs.

The Halloween themed villain struggled against the restraints, but the Alien Avenger proved to be too strong for him to overcome.

As he struggled, he grunted and then screamed in anger, like a child who's being punished. "Why? Why do you pathetic heroes always have to ruin my fun?"

"Not many people would call what you do fun." Ghostfreak replied.

"Tell that to Game Hunters." The Villain replied.

Ghostfreak seemed a bit taken aback by that as he glanced at Spider Man, who was still wrestling to free himself from the trap.

"Don't look at me. I'm not gonna validate a Psychos opinion." The Web Head stated.

However, that momentary distraction was enough for Jack O'Lantern to shift his pinkie finger along the cover of the Darkhold until it slid off and next to Ghostfreak's tentacle. A little pressure on the glove and a short blade shot out from the tip of the glove, stabbing into the alien's appendage, puncturing the skin.

The Ghost Alien winched in pain as purple ectoplasm leaked from the wound. The surprise from the pain, caused his grip to weaken allowing Jack O'Lantern to manoeuvre the Darkhold underneath the open wound, just as a drop of the ectoplasmic blood to drop onto the pages of the evil book.

Suddenly, a gust of wind blew through the area and the blazing bonfire was snuffed out like a candle in the wind. The temperature dropped tremendously as Spider Man could see mist escaping from within his mask from his breath.

The pulse from the wind blew across the city as every single source of light in the area, instantly went dark, enveloping the entire area in darkness. The only source of light that the heroes could see was the glow of Jack O'Lantern's helmets flames.

The eerie glow became more ominous as the smoke from the extinguished bonfire bellowed out, swirling around the area like a mist.

Chills gripped Ghostfreak's very being. This aura, this sensation, all of this is the result of one thing. The Darkholds power has been unleashed.

"H-How?" Ghostfreak stuttered, fear taking over. "W-We took away your sacrifices. How could you have used your spell?"

Jack O'Lantern grinned. "The spell only required a drop of blood. The hostages were for my personal pleasure."

The Alien Teen's fear was almost overwhelmed by anger at the villain's sheer lack of humanity. Either way, it didn't change the fact that the spell had been cast and the heroes had no clue what the effects are.

Jack O'Lantern then twitched his right wrists and pressed a button on his gauntlet and the engine of his broomstick roared to life and launched at the alien hero. On instinct, Ghostfreak went intangible to avoid being hit, but he wasn't concentrating and didn't phase Jack O'Lantern with him and the Halloween villain dropped to the ground.

As he landed, Spider Man managed to free himself from Jack O'Lantern's trap and he quickly got to his feet and into a fighting stance.

"Usually, I'm the kind of guy that would encourage reading books. But in your case. I think you're better off with video games." Spidey quipped as he fired his weblines at the Evil Book.

The Villain reached forth and grabbed the weblines, with inhuman reflexes that made Spideys danger sense go crazy. It had been going off none stop since Jack O'Lantern read from the book, but this time it was even more intense.

Jack O'Lantern inhaled deeply and opened his mouth. A loud unholy wail excaped from his helmets mouth and the sound waves rippled towards the Friendly Neighbourhood Hero.

His instinct told him to run, jump, move out of the way, escape with all his might. But his legs betrayed him, turned to lead as the soundwaves hit him.

Spider Man coughed as he felt pressure in his chest and throat. His body vomiting the air from his lungs as they were squeezed like sponges. The sound was unbearable, yet Spider Man could barely hear it as a gasped gripped his throat. Chocking and gasping as he dropped to his knees, his only conscious action was to cling to his throat in a vein attempt to open up his airway.

A flash of green light from behind him and several bandages wrapped around Jack O'Lantern's mouth, muffling his voice and cutting off the scream.

Spider Man sharply inhaled as his lungs quickly replenished the air that had be taken from him. The Oxygen and Nitrogen tasted so sweet as they flowed into his airway. He could swear that he could even taste the tiny percentage of Argon in the atmosphere.

When his vision cleared, he looked up to see Snare-Oh grappling with Jack O'Lantern, his bandages binding to the psycho villain, as he tried to pin him down.

The Spider Hero tried to raise his arms to fire a webline to help, but his limbs still felt like jelly. His oxygenated blood had yet to fully spread through his body as he watched his partner battle the now, mystically empowered murderer.

Jack O'Lantern struggled enough to detach one of his pumpkin bombs from his belt as it dropped to the ground and detonated in a fiery explosion. The heat and flames, caused Snare-Oh to release his grip as his bandages were set ablaze.

The Alien Teen swiftly swatted out the flames as he moved to Spider Mans side and helped him up.

"You, ok?" He asked, concerned.

Spider Man panted as he steadied himself on the Mummy Alien. "I'll live. But I don't think I can take another hit like that."

"His singing was that bad huh?" Snare-Oh quipped trying to lighten the mood.

"It felt like my soul was being choked, man." Spider Man stated, his voice shacky, but his tone was serious.

When Spider Man isn't in a quippy mood. Then you know you are in trouble. If Snare-Oh had blood in his alien veins, it just ran cold.

"We gotta take this guy down." Snare-Oh stated as Spider Man finally retained his equilibrium.

"Don't suppose, you managed to learn magic since the last time we met?" Snare-Oh asked.

Spider Man shook his head. "Don't suppose you have a sorcerer on call?"

"On Halloween? We'd have more luck getting a cab during rush hour." Snare-Oh replied in a snarky tone.

It quickly dawned on them, that they pretty much had no other options. If they didn't stop Jack O'Lantern here and now, then who knows how many more spells he could read from the Darkhold.

"Ok. So, what's the plan?" Spider Man asked. While he is no stranger to the weird parts of being a hero. His usual M.O. involves dudes in high tech suits with the occasional mutated criminal with wacky powers. Street level threats that he could web to a streetlamp and leave for the cops.

On the other hand, Ben was the one with way more experience with the world ending or universe ending type of villains, so he was more than happy to let him take the lead on this.

Snare-Oh thought for a moment. "Ok, so far all he has is that scream. Everything else is like fancy tech and parlour tricks, right?"

"Pretty much, Mysterio with the blood thirst turned up to the Nth degree." Spidey confirmed.

The Alien Teen turned his attention back to the Halloween themed villain. "Ok. So, I'll do what I can to neutralise the scream. While I've got his attention, you get the Darkhold away from him and cover it with so much webbing that a haunted house would envy it."

"Got it." Spider Man agreed. "I'll go left."

"And I'll go right." Snare-Oh concurred.

With that Spider Man aimed his web-shooter at the Villain and fired a small sphere at him.

Jack O'Lantern quickly raised his hand, and his scythe magically flew from the tree, into his hand. He used the scythe to block the web attack. Only it wasn't a ball of webbing, based on the metallic clink that impacted against the metal blade. Jack O'Lantern lowered his scythe and looked at what landed on his weapon. A small metal ball with red and grey coloured plates.

Suddenly the sphere exploded, and large volume of webbing burst out, covering everything that was within 5 feet. This little web grenade managed to blind and bind Jack O'Lantern, allowing the two Heroic teens to move into position, with Snare-Oh swinging to the other side of the clearing and transformed in a flash of green light.

Spider Man swung into the mist as he saw Jack O'Lantern rip off the webbing covering his body. The webs around his helmet quickly burnt off from the flames. Now he was ripping off the rest that covered his body.

Spidey wished he could make that webbing stronger but doing that would decrease the volume he could store inside and those web bombs are only meant to stun and slow down groups of criminals, not fully trap them.

Still, it was good enough to buy some time. He swung down and landed behind a cluster of tombstones and waited for Ben's signal. The silence was so eerie that danger felt like it was around every corner. His Spider Sense just wouldn't stop tingling that it was like anything could leap out at any moment.

A rustling sound alerted Spider Man to something behind him. The Web Head turned around to see a figure emerging from the bushes. The shadows obstructed him from view, but given the wolf like appearance, Spider Man could tell it was Ben's werewolf form, Blitzwolfer.

I good pick, as the sonic howl from this form could perfectly counteract the Jack O'Lantern's demonic scream. But why is he on this side? He should be over on the other side of the clearing.

"Ben? What's wrong?" Spider Man asked. "Jack O'Lantern's still hasn't gotten free. Why are you on this side? Did something happen?"

Blitzwolfer didn't answer. All Spidey could hear the heavy animalistic panting as he continued to walk closer.

Spider Man's mind quickly went over all of the aliens Ben has used to his knowledge. There are so many that it was hard to keep up with all their unique quirks. He was sure that Ben could talk in this form as it wasn't like the big orange dog-like alien, Wildmutt. And it certainly didn't chance his personality like the big tiger-like alien with the Hulk Hogan personality, Rath. Now Blitzwolfer, could make Ben a little more predatory, but not enough to completely override his cognitive function.

But still, he's not as familiar with all of Ben's forms as most, so there could still be sides he is not familiar with.

"Come on man, focus. We need too…" He trailed off when Blitzwolfer got closer to the light and Spider Man noticed that he had a smaller build than usual, his snout didn't seem as pronounced and to cap it all off, the Ultimatrix badge was not on his chest.

This wasn't Blitzwolfer. This was a real, honest to goodness, Werewolf.

No need for a Spidey Sense, quick save reaction as Spider Man immediately launched himself into the air as the Werewolf lunged forward, completely missing him as Spider Man swung away.

But, it turns out the Spider Hero was not the Wolf Mans target as it launched itself right at Jack O'Lantern, bounding and snarling like a savage beast towards the villain.

Jack O'Lantern saw the Werewolf charging and responded by throwing a pumpkin bomb at the monster. The explosion knocked the Wolf Man back causing it to yelp in pain.

With the Werewolf stunned and it now being out in the open. Everyone could get a clear look at the beast. It was a well build humanoid wolfman, with dark brown shaggy fur covering his body. His face was more human like than wolf-like, but with animistic features, like pointed ears, a more pronounced jawline with larger canine teeth that could barely be contained behind his lips. He wore green pants with a brown belt and both legs torn at the ends, showing off his digitigrade back legs.

The stunned Werewolf quickly regained his consciousness and quickly went back on the offensive and tried to slash at Jack O'Lantern. But, the Halloween Villain responded with his scream. The soundwave quickly brought the Werewolf to his knees, chocking the life out of him.

Suddenly, a grey blur burst from the bushes behind Jack O'Lantern, tacking him off his feet and cutting off the scream freeing the Werewolf from the mystical assault.

It was a second werewolf. Only this one looked more like the traditional depictions, and a glowing green hourglass symbol on his chest. This is the real Blitzwolfer as he shoved Jack O'Lantern face first into the dirt, partially burying it to at least cover that fowl mouth of his.

"Spidey, web him up!" The Werewolf Alien cried out.

Spider Man did not hesitate as he jumped from his perch and fired several weblines at the villain to keep him pinned.

While the Web head kept him busy, Blitzwolfer turned his attention to the new arrival. The Werewolf quickly got to his feet. Completely ignored the Alien Wolf Man in front of him and kept his eyes locked on Jack O'Lantern. The Werewolf barred his fangs and advanced toward him. Only for the Alien Avenger to block his path.

"Woah, woah, Jack! Easy dude." Blitzwolfer said to the Wolf Man.

Jack Russel aka Werewolf by Night, a supernatural hero who inherited the curse of the werewolf from his family bloodline. In between searching for a cure for his condition, he occasionally uses his curse to help people. When he's not letting the curse consume his mind. Which it clearly has now as he slashed at Blitzwolfer, who quickly dodged the attack.

Werewolf by Night lunged at the Alien Werewolf, who quickly dodged using his enhanced reflexes. But, as Blitzwolfer went to tackle the Wolf Man, the Werewolf quickly spun around and struck the Alien Avenger with a back handed swing from his arm.

Despite his slimmer stature, compared to his alien opponent, Werewolf by Night easily sent Blitzwolfer flying with that strike, showing his incredible strength. The Wolf Man then jumped on top of the Alien Hero, his fangs bared as he lunged forward, aiming right for the alien's throat.

However, Blitzwolfer was able to react in time and grabbed the werewolf with his claws and prevented him from biting him. The two wrestled with each other with Werewolf by Nights claws sinking into Blitzwolfer's shoulders as he chomped at the air just in front of Blitzwolfer's face, giving the Alien Avenger a clear view of the Wolf Mans red, blood shot eyes.

While the Teen Hero would normally try to overpower his opponents to get out of a situation. In this case, muscling through wouldn't help his friend. Fortunately, thanks to training sessions with Captain America, he now had some skill to throw into the ring. Planting his feet, pivoting his hips and one swift kick off the ground and the Alien Wolf Man performs a perfect judo escape and he flipped himself on top of Werewolf by Night and placed him a hold.

Werewolf by Night thrashed and snarled like a ravenous beast as he tried to escape Blitzwolfer's hold. But the Alien Teens reach was greater than his as he successfully locked himself in place to prevent the Supernatural Hero from escaping.

"Jack! Remember who you are. Don't let the monster win!" Blitzwolfer cried out, trying to reach the humanity deep within.

Werewolf by Night thrashed around a little more, before his breathing grew steady and his eyes became less bloodshot.

The Aliens enhanced hearing could detect Werewolf by Night's heartrate slowing down as the adrenaline started to subside.

The Wolf Man blinked a few times as he shook his head to clear the fog from his mind. A low groan escaped his mouth.

His sanity appearing to have returned, Blitzwolfer released the Werewolf from his grip as the pair got to their feet. The Alien Hero still on guard as the Werewolf groggily regained his balance.

Werewolf by Night glanced at the Ultimatrix dial on the Alien Werewolf's chest, before looking the Young Hero in the eyes.

"That you, Tennyson?" He asked in a dazed tone.

Blitzwolfer nodded as the Wolf Man looked around to get his bearings. It didn't take him long to piece together what just happened. The curse of the Werewolf meant he was no stranger to blacking out. He was just glad, someone was around to calm him down this time.

He then chuckled. "This is embarrassing. We both show up to the party in the same costume."

Blitzwolfer couldn't help but smile at the joke. Given everything he knows that this man has been through and everything he doesn't. He's just glad that he still has a sense of humour.

But his expression quickly turned serious. "Jack. Why are you here?"

He had a feeling that he already knew the answer. But, for his friend's sake, he wanted to be sure.

Werewolf by Night bowed his head, as if he was ashamed to look the Teen in the eye. "I came for the book."

That's what Blitzwolfer was afraid of. He let out a sigh disappointment. "It's not worth it, dude. That book is dangerous."

"Living with this curse is dangerous." The Werewolf countered. "That book could be my only way of getting rid of this curse, forever."

"That book gives out curses. It doesn't cure them." The Alien Teen stated.

"How would you know that?"

A fair question. The Young Hero has never read the book himself. But evil is evil. Nothing good can come from messing with it.

"Even if it could help you. Magic always has a price. How much are you willing to pay for it?" Blitzwolfer asked.

"Anything?" Werewolf by Night answered without hesitation.

Blitzwolfer's expression hardened as he stepped up to the Wolf Man, towering over him with an intense glare.

"Even if you aren't paying the bill?" He asked in a deadly tone.

The Wolf Man flinched at the question. A sign that proved that there was still some humanity underneath that mass of fur and fangs.

Their stare down was interrupted when a massive explosion tore up the earth, kicking up dirt and sending a Red and Blue clad hero flying through the air and landing flat on his back, between the two Wolf Men.

Spider Man groaned in pain as his vision cleared and he looked up at the humanoid canines looking down at him.

"So… Wolf Mans on our side?" Spider Man said in a sarcastic tone as he got into a sitting position.

Blitzwolfer smirked as he helped Spider Man to his feed. "Yeah. Spidey, meet Jack Russel aka Werewolf by Night."

The Web Head blinked after the introduction as if confused. "That bomb must've messed up my hearing. It sounded like you said his name is Jack. Russel."

Blitzwolfer smirked while Werewolf rolled his eyes and sighed. "Yeah, yeah. I get it. I'm a wolf man with the name Jack Russel. I've heard the jokes. Get it out of your system."

Spider Man held back his laughter, but a snicker slipped out as he tried to compose himself. The amount of jokes filling his mind almost caused him to have a brain aneurism.

Fortunately for everyone sake, the mad cackling of Jack O'Lantern drew the attention of the trio as they all glared at the villain. Well Spidey and Blitzwolfer glared at him, Werewolf had his eyes locked on the Dark Book in his hands.

"Oh goody. It seems that we have another guest to our festival of frights." The Psycho said in giddily.

"Allow me to commemorate the new arrival with a song."

He then inhaled and unleashed his unholy scream. The demonic sound blasting straight at the heroes.

Blitzwolfer swiftly stood in front of his allies and his jaw split open and he unleashed a green sonic howl from his open jaws.

The two soundwaves clashed with each other as Spidey and Werewolf by Night covered their ears from the intense sound.

But aside from the slight discomfort from the noise. Neither of them felt the life sucking torment that Jack O'Lantern's scream had given them in the past. It seems Blitzwolfers sonic scream was cancelling out the frequency of Jack O'Lantern's mystical sound.

Eventually the two sonic attacks ceased, with Jack O'Lantern panting due to excessive use of his power.

"Looks like someone forgot to include 'increased lung capacity' in the 'Evil Magic powers' package." Spider Man mocked.

"Now's our chance. We can get the book." Werewolf by Night said as he walked forward.

However, Blitzwolfer's arm blocked his path as the two Wolf Beings locked eyes. The Alien Heroes glare conveyed his doubt to the Supernatural Hero. And the Wolf Man glared back at the Alien with his own convictions.

"Are you going to help me or not?" Werewolf asked, threateningly.

Blitzwolfer could see that there really was no arguing with him. But with the current threat getting worse by the second. Now really wasn't the time to be arguing. They needed to act now and anything else can be handled later.

"Well help you take down Jack O'Lantern. That's all I can promise." The Alien Hero declared.

Werewolf by Night wasn't pleased by the answer. But it was acceptable in this current moment. He nodded and turned his attention

"That's great to hear. But how exactly do you plan on getting that Book away from him. I've been trying all night and its basically super glued to him." Spider Man chimed in.

"It takes dark magic to handle dark magic. I basically have the stuff running through my veins." Werewolf stated as he flexed his furry arms.

"Ok. Spidey and I will knock him around and then you grab the book when you see an opening." Blitzwolfer said. While he wasn't fond of the idea of Werewolf getting his hands on the book. It was the lesser of two evils at this point.

The others nodded in agreement as they got into fighting stances.

Blitzwolfer opened his jaws again and unleashed a sonic howl. But Jack O'Lantern called his jet broom to his hand and used it to fly out of the way.

He didn't get far as Spider Man quickly zipped his way across the cemetery and fired a webline across his patch. Jack O'Lantern noticed the line too late as he collided with it, tripping him up as he lost his grip on the broomstick. The jet powered cleaning utensil started to fly around uncontrollably before Spider Man managed to web it up against a tree, firing a continuous stream of webs to suffocate the jet exhaust, snuffing out the flames.

As Jack O'Lantern fell to the ground, Werewolf by Night leaped at the villain, tackling him out of the air. His claws shot at the Darkhold, but Jack O'Lantern drew his scythe and slashed the Wolf Man across the chest, cutting deep into his flesh, causing the Supernatural Hero to yowl in pain as he tumbled to the ground, with Jack O'Lantern combat rolling to use the momentum to spring to his feet.

The Villain turned to face the Wolf Man as he struggled to his feet. Clutching his fresh wound, causing the Serial Killer to grin with sinister glee. Wounded prey, makes the hunt so much more enjoyable.

However, his joy vanished when Werewolf by Night smirked as he stood up fully, removing his hand from his chest wound as it healed almost instantly. Not even leaving a scar, like it never happened.

"Not familiar with the lore, are ya?" Werewolf ask rhetorically. "Only silver works on me."

Jack O'Lantern snarled at the Wolf Man, sounding more animalistic than him. "Well, if I cannot kill you. Then I can at least make you suffer."

He proceeded to reach into his pocket and tossed out a handful of candy. The acid treats landed on Werewolfs fur, immediately burning him as he hissed in pain.

This allowed Jack O'Lantern the time needed to slip away as he tried to make his way towards the edge of the graveyard.

Suddenly a flash of green light burst from the darkness and a hulking figure appeared, standing over Jack O'Lantern.

"FRANKENSTRIKE!" The Alien Hero cried out.

Green electricity sparked from the organic tesla coils that grew from his back as he clenched his fists. "Where do you think you're going, Tiny?"

"The night is young and there are so many more homes to visit." The Villain chuckled in response.

He then tossed more acid candy at the Alien Hero, but Frankenstrike simply raised his hand and unleash a blast of electricity from his hand that instantly fried the candy of death.

"Nice try. But I'm onto your tricks." The Shapeshifter boasted.

"You may know what's up my sleeve. But you cannot predict what order I pull them from." Jack O'Lantern countered as he pressed a button on his gauntlet and several of his ghost foil traps sprung out and latched onto the Alien Frankenstein, binding his limbs together.

Frankenstrike looked incredulous at the Halloween themed villain as he simply flexed his muscles and the ghost trap snapped off like rubber bands.

"Really, dude. When are you gonna get it through your…" He couldn't finish the sentence as a pumpkin bomb appeared right in front of his face and detonated, point blank.

While the explosion didn't damage him, due to his enhanced durability, but the light and smoke from the detonation did blind him temporarily and the smoke in his mouth caused him to cough uncontrollably.

Jack O'Lantern used this distraction to leap over Frankenstrike and continue to make his way towards the cemetery's fence line. However, a webline struck his back and he is yanked back into the clearing by Spider Man, where Werewolf by Night proceeded to leap out of the darkness and tackle him into the ground.

Despite the surprise attack, Jack O'Lantern was quick to counter attack as he activated a pumpkin bomb on his belt that unleashed a cloud of noxious gas causing Werewolf to start chocking. Then he reached into his cloak and tossed out three bat-shaped devices which made a humming noise as they flew in a synchronised formation and cut through Spider Mans webline.

The bats then made a beeline towards the Web Head. Spider Man immediately dodged out of the way in a series of acrobatic flips that would make Olympic gymnasts envious. But despite his 10 out of 10 routine, the bats did a complete 180 mid-air and flew right at Spider Man like homing missiles.

"Oh come on. When did Goblin loose the trademark for these things!?" Spider Man yelled as he webbed away from the area. The homing bats flying after him with cold determination.

Jack O'Lantern looked around for possible escape options. But Frankenstrike appeared before him. His hulking physique giving him a very intimidating look as green lighting crackled from his body.

"I must admit. You are quite the party crasher." Jack O'Lantern commented. "Your choice of forms is also, well planned. I thank you for keeping yourself in theme."

Frankenstrike smirked. "What can I say. I'd be lying if I wasn't feeling a bit festive in this fight. But in reality, I don't need any of my real big guns to take out a small fry like you."

Now Jack O'Lantern really looked angry at that remark. "Small fry? I am no mere criminal with a flair for the dramatic. Petty crimes and feeble heists. Any fool in a dark mask can undergo that underhanded tactic. But to put on a mask like ours and appear before the world as we do. We must make an impact. Show the world we mean business."

"Like killing people?" Frankenstrike questioned in a livid tone.

Jack O'Lantern smirked. "A monster that is unseen, is reduced to a mere story and passed off as a cautionary tale. But, give the monster a face and it passes to legend."

Green electricity busts from Frankenstrike's knuckles and danced along his forearms. That was the last straw. With a roar, the Alien Hero charged forward, his fist raised as he prepared to turn Jack O'Lantern's pumpkin into soup.

The Halloween villain smirked as he opened his mouth and unleashed his demonic scream. The soundwaves hit Frankenstrike full on, staggering the hero. The magic imbued sound tore into him as he felt the air turn bitter in his lungs.

Thanks to his durability and alien physiology, Frankenstrike managed to fight back against the dark power affecting him. Pushing through the pain as he dragged his feet towards the Psychotic villain. Carving long trenches in the dirt from his heavy feet.

As he got closer, Jack O'Lantern stepped back as he inhaled deeply and screamed louder at the Alien Frankenstein. Causing him to slide back a few inches. But the Alien Avenger planted his feet and dragged himself forward once more. Putting all his power into reaching his target.

Green electricity cracked around his body, his tesla coils extending outwards from his back as more power flowed from him. Despite his efforts his vision started to grow blurry. The power from Jack O'Lantern's scream seemed to be more than just robbing the victim of their air, otherwise Frankenstrike would be fine as this form can survive in the vacuum of space. This power seems to chock the very lifeforce of its victims. Which Frankenstrike had an abundance of as he eventually dropped to his knees, his throat burning and his ears pulsing with pain.

Jack O'Lantern silenced his scream. Breathing heavily as he stood over the Alien Teen.

"A valiant effort." Jack O'Lantern complimented as he drew a pumkin bomb from his belt. He clicked the button on it and it ignighted into a flaming sphere, the glowing eyes and mouth perfectly mimicking Jack O'Lantern's helmet. "But like the Monster before you. You meet your end by the fires of humanity."

Suddenly a webline attaches itself to Jack O'Lantern's arm and yanks it to the side, knocking the fireball out of his hand sending it crashing to the ground where it broke open, spilling fire across the earth.

"Actually, that was just the movie version." Spider Man quipped from her perch on a nearby tree. The remains of Jack O'Lantern's homing bat-blades, partially imbedded in the tree or scattered around the area. "The original had the monster freeze in the Arctic circle."

"Dude… Spoiler warning!" Frankenstrike panted weakly, with a smirk on his face.

Jack O'Lantern's eyes widened in shock as he moved to free himself. Only for Werewolf by Night to leap out and grab his remaining arm, one paw firmly on the villain's arm and eh other, secured on the Darkhold.

"And you are a far cry from humanity." The Werewolf stated.

Fear appeared on Jack O'Lantern's helmet as he tried to open his mouth to unleash his scream, only to be blasted by green electricity from Frankenstrike. The Alien Hero unleashed the green bolts from his tesla coils as he glared at the villain.

The Halloween Themed Villain cried out in pain as he struggled against the heroes. But Spider Man held his ground and Werewolf by Night tugged with all his might. Dark energy flowed from the Darkhold as Werewolf's claws wrapped around it.

With one final tug, the Wolf Man wrenched the Black Book from Jack O'Lantern's hands, setting off a shockwave that sent everyone crashing to the ground.

Frankenstrike groaned as he turned back into Ben in a flash of green light. He got into a sitting position as he saw the unconscious body of Jack O'Lantern lying on the ground. The flames on his helmet have been extinguished and a large crack now ran up the centre of it.

Spider Man quickly swung over and proceeded to web up the villain in a tight cocoon of webbing, leaving no way the villain could have any leverage or manoeuvrability.

"I'll just say it now. Next time, let's just go to the Avengers Halloween party. No more of these neighbourhood casual hangouts." The Web Head joked.

"Agreed. And keep violent psychos off the guest list." Ben quipped back.

The pair chuckled and gave each other a fist bump.

But the victory celebration had the be put on hold as the sound of heavy panting grabbed their attention.

Werewolf by Night staired wide eyed at the Darkhold in his claws. The Wolf Man was practically drooling on the cover.

Ben could tell he had been waiting for this moment for a long time. Like a dog chasing a car, he viciously pursued this demonic book, hoping it would be the key to his freedom.

But, like a dog, now that he has the book. Would he really know what to do with it?

Ben walked over to the Wolf Man, his hand ready to go for the Ultimatrix if things go south.

"Jack!" He called, sharply.

Werewolf snapped his eyes towards Ben, a growl escaped his lips. Ben could see the wild nature of his primal side burning in them.

"I know you think this is what you want. But you know what that book is capable of. You've spent your whole life fighting the darkness. Are you really gonna let yourself embrace it?" Ben pleaded to him.

Werewolf by Night paused for a moment as he glanced down at the book. His hands trembled a little as his hands brushed over the cover. A cure, a way for this curse to end could be inside these pages.

But, what would be the cost? What will this book demand, be the price for his humanity?

"No matter what you choose." Spider Man chimed in. "Keep in mind that your so called 'curse' just helped save the lives of all the people in this city. You ask me, that doesn't sound like a monster. That's a hero."

Werewolf by Night kept his eyes on the Darkhold. He could feel the power of the book tempting him. Like a dog whistle, calling him home with the promise of a grand reward. It was almost too good to be true.

Sadly, in his heart. He knew it was.

With a sigh of defeat, Werewolf handed the book over to Ben. Who promptly handed it to Spider Man, who then proceeded to web up the book in more layers than the geology books in the public library.

"You win." Jack Russel said in a depressed tone. "Looks like I'm stuck with this for a little longer."

Ben felt a wave of guilt wash over him. He didn't mean to crush him like this. The downside of being a hero is that sometimes, doing the right thing just sucks.

"I'm sorry, Jack." He said apologetically. "Well find a cure for you, one day."

"It's fine." Jack brushed off. "If I have to wait a little longer to get my humanity back. I can at least use this curse to help out. I'm not the only thing that goes bump in the night after all."

"Heck yeah dude!" Spidey agreed. "There's the Great Power, mojo I like to see."

"Huh?" Werewolf responded confused, tilting his head to the side and flicking his ears forward exactly like a dog when its confused.

"Ignore him. I told you, that's never gonna catch on." Ben berated the Spider Hero. Who slumped his shoulders in response.

"Well then. Guess I'll catch ya." Werewolf said as he started to walk off.

"Hang on a sec." Ben called out, stopping the Wolf Man.

"Nights still young. And we are having a party at Avengers Mansion. How about you tag along after we lock up Spooky and Grimoire?" He offered.

Werewolf by Night looked hesitant. "Are you sure?"

"Dude, you'd have the best Werewolf costume there. Plus, we owe you after helping us save the day." Spider Man said cheerfully.

The Lycan pondered the offer for the brief moment, before giving a toothy grin. "Fine, twist my arm why don't ya."

Both Spider Man and Ben cheered.

"Ok. Now I can't pass an opportunity like this up." Ben said excitedly. "Time to see who's faster. A real Werewolf or an Alien Werewolf."

Werewolf by Night looked at the Teen in surprise. "You're really challenging me to a race?"

The response came in a flash of green light as Blitzwolfer howled to the moon and looked down at his fellow Wolf Man, his tail wagging with anticipation.

"Oh yeah. Bring it, Fido."

The Wolf Man smirked as he stood beside the Alien Avenger. "Ok, Kid. You're on."

Blitzwolfer smirked as he and Werewolf got to starting positions.

Spider Man quickly secured the Darkhold and Jack O'Lantern with his webs as he also got ready.

"On your marks. Get set. GO!" The Web Head shouted and both Werewolves leaped into the sky, landing on the side of the closest building and quickly scaled to the rooftop with their claws.

The two Wolf Men proceeded to parkour their way across the New York skyline, leaping from building to building as Spider Man swung behind them, watching them go.

Werewolf by Night and Blitzwolfer laughed as they raced through the city. For no matter who you are or where you come from. On this, the scariest night of the year. It's a time where everyone can let the monster inside, run wild.

Happy Halloween!


And there we have it folks. A showdown on All Hallows Eve. With Special Guest appearance from Werewolf By Night.

I figured with his recent Special released on Disney+ it would be appropriate to have him show up in this chapter.

I may be doing more Holiday themed chapters in the future and I will certainly try to get them out in time for the actual holiday. But I think I will save the Christmas special for another year.

Up next. In... Well I can't say "celebration" because... well... I'm sure most of you will understand when you see it. So I'll say, in response to the recent movie. The next chapter will feature the Sub-Mariner himself! That's right, the King of the Seas will be making his debut.

Until next time. Captain rex 75, out!