Peter's brain shut down for a second, as a million thoughts rushed around his head. Thoughts of panic, uncertainty, and overall, fear.

He could hear Fury talking in his earpiece, but he couldn't focus. All he could do was watch the man in front of him, with wide, scared, gold lenses.

Doctor Doom. The dictator of Latveria. Clad in his full metal suit, and his usual green robes, a hood covering his masked face. The man is one of the most dangerous men on Earth. He was had given even the Fantastic Four issues in the past. He actually sent them back in time once.

He was the person that Peter was suppose to avoid at all costs.

And now he was standing in the same room as him, with a nuke looming over him.

"Base! Come in Base!" Spider-Man urgently called into his earpiece. "I need backup! Now!"

"Do not bother," Doom stated, his arms crossed, eyes locked menacingly on the intruder. "I have deployed a signal jammer. They will not hear your cries."

"What about my pleas? Or calls? How about a friendly hello, can they hear that?" Peter said, trying to calm himself down in the only way he knows how.

"Hmm," Doom hummed to himself. He uncrossed his arms, and started walking towards the teenager with loud, clanking steps. Peter was petrified, but since he didn't feel his spider sense going off, he stayed still. "I know you," the dictator emotionlessly stated.

Peter was surprised. "You-you what?"

"Yes, Doom has heard of you," He stated, now standing right in front of him, towering over him by at least a foot. "Latveria's eyes are often on New York. The Avengers. Mutants. Richards and his wretched family. And then there's...you."

"There's me," Peter absently stated.

"The Spider-Man," Doom continued. "Hero to some, menace to most. Fighting those you deem to be deserving of your wrath. And while most people demonize you, you still attempt to help those feeble citizens. Your persistence amuses Doom."

"Uh, thanks?" Spidey said, not quite sure what is going on.

"Doom also knows who you associate with," Doom informed him. "I see Stark has branded you. But I have no real interest in him. Tell me, where are the Fantastic Four now?"

Peter could feel himself sweating under his suit, the most intimidating man he's ever met looking at him with icy pupils. "I don't know."

"There are here, aren't they?" He asked again. "Why else would you be standing in Doomstadt?"

"Well, I was trying to go to Florida, and I think I made a wrong turn," The Web Head joked.

Doom's eyes narrowed. "You are a curiosity, aren't you?"

"Eh, I try," he said.

Victor sighed. "You will either become a prisoner or a corpse, depending on your next answer. Where is the Fantastic Four?" He demanded, not at all pleased with him.

Spider-Man glanced around the stone room, covered in computers and technology. He then looked back at the unmoving body of Ant-Man, who was still feeling the effects of Doom's attack. The teenager then turned back to the dictator. "Ok, I'll tell you," Peter broke down. "I don't want to die, and this whole thing was stupid anyway. But, you have to come closer."

Doom tilted his head. "Why?" He asked.

Peter cocked a thumb back at his friend on the ground. "I don't know if he's awake or not under the mask," he slightly whispered. "He could warn them somehow. He's sneaky."

Doom considered this for a moment. "Very well," he agreed, as he leaned closer over to Peter, who quickly put his hand up over his mouth, to whisper in his ear.

"You're an idiot," Spider-Man stated, before quickly delivering an uppercut to Doom, throwing the dictator off balance. Peter then quickly back-flipped towards the nearest wall, sticking to it as he looked at Doom. "I can't believe you fell for that! I know five year olds who wouldn't fall for that!"

Doom didn't seemed too phased however, as he simply cracked his neck. "Alright," he coldly muttered. "Corpse it is."

Suddenly, a green aura violently covered Doom, whipping his cape around furiously, as his gauntlets became infused with some kind of energy. His eyes glowed slightly.

Peter covered his eyes to the bright light, trying not to let it blind him. "What the..." he trailed off.

"You dare mock the ruler of Latveria!?" He boomed. "Now you shall feel the fury of Doom!"

"Can I take a rain check on that?" Peter asked, before his head started tingling. "Ah!" He exclaimed, as Doom started shooting beams of energy at him, causing him to start running across the walls, doing his best to avoid them.

"Doom has trained for years in the mystic arts," Doom started. "Doom has worked effortlessly to combine science with magic, to create a destructive force unlike any this world has seen."

"Doom's also been working on talking in the third person," Peter quipped, as he began jumping all over the room, shooting webbing at the dictator to incapacitate him. "Seriously, what's the deal with that? Can't get enough of your own name?"

Doom struggled against the webbing, and kept firing at the teenager, who just kept avoiding it. "Face your destruction like a man!"

"Doomstadt, Doombots, what's next?" Peter kept asking. "Doom Land? The Doomiest place on Earth?"

After a few more seconds, Doom was completely wrapped up in webbing, as Spidey landed in front of him. Victor, however, snapped out of the binding, before quickly delivering a massive blow to Peter's face, causing him to sprawl backward, pain shooting through his jaw. Peter recovered, looking back at the evil genius, dazed and frightened by the powerful attack.

"Cease your chattering," Doom ordered, as he quickly ran up to his opponent.

"Never!" Peter exclaimed, as he met Doom with a kick to the jaw, without seeming to phase the dictator. "Ow! What's the opposite of a glass jaw? Steel face?"

"Steel boot," Doom answered, as he threw a hard kick into Peter's gut, causing him to hunch over. Doom's fist then began to glow green, as he launched it towards the back of Spider-Man's head. Suddenly, it was blocked. by four metal arms that someone came out of Peter's back. "What?"

"Sorry, but this spider's got a few new tricks," Peter said, as the arms brushed Doom's hand away, leaving him open for Peter to strike in the chest. Doom kept trying to land a hit, only for Peter to deflect him and retaliate with his extra appendages.

"You are starting to get under Doom's skin," The dictator coldly said.

"Really?" the Wall Crawler said. "I feel dirty." With that, Peter flipped above Doom, hitting him on the top of his head as he did so, before landing behind him and planting both of his feet into his back, taking him down to the ground.

Peter, starting to regain confidence, hopped onto the side of the wall once more. He looked, waiting for the FF's arch enemy to get back to his feet, so he could end this. Once Doom staggered to his feet, Spidey launched himself at him, full speed.

"Enough," Doom said with authority, as he stopped Spider-Man dead in his tracks by grabbing the teenager's throat with one hand. Peter tried to use his extra arms to attack, by they were frozen in place by a spell Doom was casting with his other hand.

"URK!" Peter choked, the pressure on his throat preventing him from talking.

"You were a fool to come here," Doom told him. "You break into my home, invade my country, and worst of all boy, you dare stand against Doom. Quite frankly, I find you quite insulting in every sense of the term. Now, prepare for your end."

Peter squirmed even more, trying to get out of his grip, but it was no use. He felt the air be cut off to him, his vision slowly fading as Doom raised his free hand, ready for the killing blow. However, he flinched, making him take his arm away.

"What in the-?" He asked, as suddenly he kept flinching over and over. Doom, with a roar, threw Peter across the room, and in front of the open hatch of nuke. The weak hero looked up as he took a big gasp of air, to see the dictator of Latveria being swarmed with ants, who were crawling into the slight cracks of his armor.

Peter looked over, to see Ant-Man himself standing up, seemingly recovered. "Seriously, hitting a guy from behind?" Scott said. "Dick move. Even for an evil overlord, that was extremely jerky."

Peter struggled to get to his feet, the fight taking more out of him then he realized. Doctor Doom was no lightweight, and he probably hit harder than anyone else he's ever faced. Except for maybe Rhino, but he wasn't nearly as scary as Doom.

"You insignificant pests!" Doom yelled, as a devastating explosion of energy came off of him, disintegrating the ants, knocking down Scott out more, and sending Peter flying through the hatch of the nuke, making him crash into a console inside, causing it to short circuit. "How dare you-!"

Suddenly, the hatch to the nuke closed, with an out of it Peter still inside.

"Missile launch sequence, initiated," a computer voice rang. "Missile launch in 60 seconds."

"What? NO!" Doom exclaimed, as he quickly ran towards a computer nearby, trying to override the sequence.

Suddenly, the door to the room flew open, making Doom swing his head around, for him to see what he suspected he would.

The Avengers and Fantastic Four, lead by Captain America, Nick Fury, and Mister Fantastic.

"Doom," Reed greeted with disdain.

"Richards," Victor replied, venom in his voice as well.

"Missile launch in 40 seconds," The voice rang again, making Doom go back to the computer.

"Shut down that nuke!" Fury ordered, causing the battalion of heroes to charge at the dictator.

"Fools!" Doom cursed, as he shot a few energy beams before going back to his work. "Do you have any idea-?"

"Save it, Doom!" Human Torch said, as he flew above the dictator, covered in fire.

"Yeah!" Thing added. "This ain't talkin' time! It's Clobberin' Time!" He yelled, as he ran up and smacked Doom in the side of the head, knocking him away from the computer, and into the side of the wall, cracking it slightly.

"No!" Doom yelled, as Reed stretched over to the computer Doom was working at, and began to work on stopping the nuke.

"Launch in 20 seconds."

"Get away from there!" Doom cried, as threw up a small force field, deflecting fireballs from Johnny, and stone punches by Ben.

Seeing that Doom wasn't protecting himself from behind, Captain America quickly came up with a plan. "Hawkeye!" He said, turning to the archer, who quickly gave a nod. Cap pulled out his shield, as Barton quickly took out an arrow and stuck it to it. Cap then threw the shield, having it bounce off the wall behind Doom, and towards the back of his head, where the arrow promptly exploded, knocking him down.

"Launch in 10 seconds."

Reed furiously typed on the computer, trying to find some way, anyway, to shut the missile down.

"9."

Doom continued to fight off the others, as Black Widow, Hawkeye, and Nick Fury were firing from a distance, while Thing, Cap, Torch, and Invisible Woman fought him up close. Doom was fending them off, but barely.

"5. 4. 3. 2. 1. Takeoff."

The ceiling opened up, while the entire room started to shake. The missile revved up, flames starting to come out from under it, as it began to rise in the air.

"SUE!" Reed yelled.

"I KNOW!" Sue responded as she quickly threw a force field around the nuke, trying to contain it. She strained, as the missile was staying in place, but trying to move, at full force. After a few moments, the force was just too much, the missile breaking through the force field, and causing Sue to collapse to the floor with a pained cry.

The missile flew up in the sky, almost disappearing from view immediately. As Ben tended to Sue, making sure she was ok, the rest focused their attentions on Doom.

"You have one chance to make this right," Fury coldly warned. "How do we stop the nuke?"

Doom stood to his feet, as he faced the others. "That wasn't a nuke you imbeciles. At least not one made for this world."

"You better start talking," Steve threatened. "Because I've had about enough of you."

"That wasn't a weapon made for attack on any foreign country," Doom explained, angry. "That was to be the last defense for mankind as a whole. And you ruined it!"

"Last defense?" Reed asked. "Victor, what are you-"

"You invade my country! Destroy my technology! Send your little errand boy and his idiotic friend against me. And now you expect me to answer for my private affairs?"

"Wait," Johnny stated, looking around worried. "Where's Spider-Man?"

"Inside the missile," Doom said, without any second thought.

"He's what!?" Clint exclaimed.

"You threw him in there!?" Natasha asked, furious.

"Not on purpose. He landed in there while he and your lackey over there were battling me," Doom said, gesturing towards Scott, who was still unconscious on the floor. "He must of destroyed the panel while inside, causing the launch."

"How do we get him back?" Steve asked, quietly seething.

"Like I would-"

He was cut off by the American Icon grabbing him by the collar of his robes, his blue eyes narrowed dangerously. "Tell me. NOW."

Doom emotionlessly looked at him. "There is no way to recall the missile. We can only observe if it hit its target or not on the monitor."

The others looked at the computer, to see an image of the missile flying on the radar screen, as it slowly moved to a large blip on the screen, showing the target.

Everyone except Doom watched the screen in sadness, as their friend, their family member, was now heading towards his death.

Peter blinked a few times under his mask, everything still a bit fuzzy. He felt unbelievably sore, his fight with Doom draining him. Peter thinks that was the first time he was hit with magic, but wasn't completely sure. He hoped he never goes through that experience again.

Suddenly, the realization hits him that the room he was in was rumbling. "What's going on...?" He weakly mumbled, slowly getting his bearings back, as he peeled himself off of the broken console.

"Hold on, where am...oh no," Peter quickly realized, as he looked around to see he was in a tight space with a few computer consoles. He saw a small window, as he jumped over to it, sticking to the wall in the process, to see him getting higher and higher in the sky, as he saw the landmasses below get smaller and smaller, before the only thing he could see were clouds.

"I'm in the nuke! I'm in the nuke!" Peter screamed to himself, as he started freaking out once more. Thinking for a few seconds, he quickly tapped the earpiece under his mask. "Fury! Cap! Natasha! Reed! Anyone! Can you read me!?"

Peter didn't get a response, the jammer Doom placed on it still active. With a frustrated groan, Peter looked around, trying to think. He couldn't let this thing hit its target. He quickly realized there was only one thing left he could do.

He had to shut down the missile.

With unsteady feet, he made his way over to the computer console inside. He looked at it for a few seconds, realizing that there were some similarities to Reed Richards' technology, and slowly began to work on it, figuring it out. Eventually, he was able to go much faster, learning how to use it.

He couldn't tell what the target was, but he could tell that it was still on course. He needed to disable the missile's targeting system, and main power. That way, the missile wouldn't be going at a fast enough speed to actually detonate.

At least, that was the hope.

Peter was furiously typing away, only for him to suddenly float up off the ground, as he held on to the console to keep from drifting away. As gravity failed him, Spider-Man willed himself back down, forcing his feet to stick to the floor.

He could feel the air getting thinner, as it started to become harder and harder to breath. Peter kept working, as he mind started to slow down, every part of his body just wanting to collapse.

But he forced himself to keep working. He needed to stop this thing before it killed anyone. As his vision became darker, he kept on going, not giving up, his lungs burning as they demanded air.

Finally, the missile sputtered, stopping entirely. He did it. He...disabled it. He saved lives. With that, Peter allowed exhaustion to take him, as he closed his eyes and was slowly lifted away from the computer.

Suspended in the air, and aimlessly floating in the missile, Peter was unmoving, as death was almost a certainty.