A/N: Hey! I'm still crying over Endgame!

It was an amazing film, the perfect conclusion to the MCU this far, and I couldn't be happier with it. Can't wait for Far from Home.

This chapter took longer than expected, as a couple of saving errors sent me back by a few thousand words a couple of times. Luckily, it still turned out fine. This chapter was going to be a bit longer, but I decided to cut some parts for the next chapter. So good news with that, the next chapter is already started! Hope you guys enjoy.


Spider-Man couldn't believe his eyes. He didn't want to. Before him was Flint Marko, a man made up entirely of sand. A man that absorbed so much sand that he took over the entirety of Coney Island. A man that required both the Avengers and what he knew as the New Avengers to stop.

And here the Sandman was, alongside a bunch of Peter's biggest enemies, as they were all miles underwater in a base with a death ray.

"Hey Sandy," Spidey greeted, trying to hide any fear he was currently feeling. "It's been a while. Did you lose weight?"

Sandman merely smirked. "Why yes I did, bug brain. And I got a whole lot more control now!" He boasted in his thick New Yorker accent, as both his arms morphed into maces. He looked at the hero with a murderous glint in his eye.

"Come on, Marko," The armored wall crawler said, exasperated. "Do we really have to do this?"

Flint gave a sinister smile. "After Coney Island? Yeah, we do."

Peter's spider sense rumbled in his mind, as he narrowly dodged out of the way as Sandman's maces began swinging wildly at him. Peter felt sluggish, the past few days catching up to him, as well as his body still feeling weak after the Morlun incident. It was starting to get to him, as Sandman finally caught the webhead with a hard hit, knocking him away and making him splay over the floor.

"Alright Marko!" Electro cheered. "Now that's what I'm talking about!"

"Hey!" Rhino grunted, as he walked up to Peter, picking him up off the floor with one giant hand, a sadistic grin on his face. "Make sure you save some for the rest of us!" He sneered, as he was sizing the hero up. He quickly slammed the armored Spidey back down to the floor, cracking the tiles under him. Peter gasped in pain, knowing it would've been worse without the suit.

Rhino raised him up again for another slam, only for Spider-Man to shoot a web line at his horn. Before realizing what was happening, Peter pulled the line with his left hand, making Rhino jerk his head closer to the teenager, as Peter threw a hard right hook at the brute's exposed face. "AGH!" Rhino groaned in pain, as he released the silver spider in order to hold his face.

Spidey quickly flipped back, crouched and ready to fight. Rhino took his hand off his face, revealing wide, angry eyes. "You wanna make me look like an idiot?"

"Trust me, it isn't that hard," Spider-Man shot back, earning an angry cry from Rhino as he charged at the teenager. Peter jumped up in the air, landing on Rhino's back and using him as a spring board, launching himself at the other villains. Electro charged at him in the air, shooting a blast of electricity at him. Spidey shielded himself with his arms, letting his armor take the brunt of the attack. Electro stopped in mid air, surprised that the hero basically absorbed the attack, only to be brought back to reality by a punch to the jaw.

Electro crashed to the floor, Peter landing on all fours right next to him, before jumping over to a nearby wall, trying to plan his next attack as quickly as he could.

Electro pushed himself up, rubbing his jaw. "What the hell!?" He cursed. "How did he do that!?"

Otto gritted his teeth as he looked at his enemy. "He insulated his new suit to protect himself against you, you brainless dolt!" The doctor explained.

"Why you getting mad at me!?" Electro asked.

Peter tried to get a second to breathe, each second of this fight taking precious energy that he just doesn't have. Before he could make his next move, his vision started getting obscured by some type of smoke screen, keeping him from actually seeing anything.

"You have a few impressive tricks, Spider-Man!" He heard Mysterio start to bluster. "But you are still nothing compared to the Master of Illusions!"

Spidey felt his spider sense go off, as he quickly flipped off the wall to dodge a saw blade that flew right at him, having it embed itself where he was.

"Come on, you think I'm going to get killed by a NASA reject?" Spidey asked as he landed on the floor, looking around. "Dream on!"

"Let's see how long that confidence lasts!" Mysterio challenged.

Suddenly, flying, disembodied fists sped towards the teenager, making him flinch, before realizing that they weren't real, and they only passed right through him. Unfortunately, he lowered his guard enough for a giant, sandy fist to strike him from behind, knocking him down on his stomach. The smoke cleared as Peter quickly rolled onto his back, only for Scorpion to leap on top of him, thrusting his tail down right at his head. Spidey caught it, struggling to keep it from stabbing him.

Thinking quickly, Spider-Man flipped Gargan over him, using his feet to push him off, throwing him right into a nearby Mysterio, knocking them both down.

The armored spider got back to his feet, only to see the menacing form of Sandman staring right at him. Before he could react, Marko split his body in half, giving space for Rhino to run right through and crash into Peter with a powerful shoulder tackle, making him launch back into a computer module.

He slightly slumped over, forcing himself up. "Ok," Peter quietly mumbled in pain. "That smarts." He turned back, only for a metal arm to pin his right hand down onto the module. Spidey cried out in pain, as he saw the entirety of the Sinister Six walking up to him, ready to finish the job.

"I must admit," Octavius started, "You've given us more of a fight than expected. But this ends now. We have a city to conquer. Any last words?"

Spider-Man stared at them for a second, figuring out what to do. After a quick moment, he realized that he made something that could help him. "Actually, I do have a question."

Otto appeared to be a bit curious.

"Are your arms conductible?"

"What?"

With his free hand, Peter shot a special type of web line, hitting Electro in the chest. "Wha-?" The lightning powered crook was able to croak out, before the special web line gave a light blast that made him scream in pain, as he started to wildly cover himself in electricity. The electricity shot up the line, going over Spidey's armor and making its way up Doc Ock's arm, frying all three of them and making them cry out in pain.

The metal arm eventually released Spider-Man, as Doc Ock fell back onto his hands and knees, hurt. Electro, the web line falling off of him, collapsed to the floor, knocked out. Peter himself fell to his knees, letting go of the web, his body feeling all the affects of electrocuting himself. It was desperate, it was the only thing he could think to do, but it worked.

For now. He still had four others he had to worry about.

Mysterio. Sandman. Rhino. Scorpion. Two of them are super strong. Three of them are almost impossible to hurt by conventional means.

That just leaves one person.

Spider-Man stuck his hands to the computer console he had crashed into, ripping it out and throwing it right at Mysterio, faster than anyone could react. The console hit Mysterio hard, knocking him flat to the floor, staggering him while the console shattered behind him. Seeing his chance, Spidey shot a web line at the large vaporizing ray in the middle of the lair, and pulled himself off the ground and into the air, swinging on it. Scorpion, enraged by what was happening, started firing laser after laser at the hero. Peter maneuvered out of the way of the lasers, as he started to twist around the doomsday weapon, making a complete circle around it, before letting go of his web, launching himself right at the staggered Mysterio, Spidey's silver boot connecting right into Beck's helmet, breaking it and knocking the former principal out in the process.

He felt the ground shake slightly as he landed, as he quickly turned to see a roaring Rhino charging right at him. Thinking fast, Peter quickly grabbed the motionless arm of the so-called Master of Illusions, pointing the criminal's wrist at Rhino and hitting a button on his gauntlet. "Please be right, please be right, please be right."

Right as Rhino got to him, a large cloud of gas hit the walking tank dead on, causing him to stagger backward in surprise, coughing uncontrollably. His vision blurred, Rhino couldn't see as Spider-Man leapt right at him, delivering a hard, silver plated fist directly to the big man's face, rocking him backwards a bit more. Peter jumped again, this time sticking to Rhino's chest, as he threw powerful haymaker after powerful haymaker in Rhino's exposed face, bruising him, before landing one last solid hit, making Rhino go limp, and slowly fall over onto his back with a loud thud as the smoke cleared.

Feeling his Spider Sense go off, he looked up to see Sandman waiting for him. Feeling another tingle, he back flipped out of the way, narrowly dodging a laser from Scorpion. The laser hit Sandman in the face, the energy seemingly hurting him as it blinded him, making him hold his eyes with one of his hands.

"Dammit Gargan!" Flint cursed, not being able to see as he blindly started swinging a giant, sandy palm out in front of him, trying to hit Spider-Man, who had landed a few feet away from Scorpion.

Before the robotic thug could react however, he noticed that Sandman was getting too close for comfort. "Marko, watch out!" He got out, before the large hand scooped him up, and squished him forcefully against the steel wall. The sand dissipated, revealing a motionless Scorpion, who fell to the ground, unconscious.

Peter was starting to feel better about his chances. Five are down now. Now he just has to figure out how he can actually take Sandman out.

"Yeah, no pressure," He thought aloud, as Marko shook his head, a snarl on his face as he looked at the young hero in anger.

Unbeknownst to Peter, Doctor Octopus had recovered a bit, and had started to crawl his way to the center of the lab. He stopped for a moment, to watch as Spider-Man fought the Sandman, flipping and throwing anything he could web up at the powerful villain. Otto gritted his teeth. Not again. He was not going to let that pest win again. He was not going to be made a fool of again.

He will not be remembered as a failure.

"Come on, Marko!" Spidey yelled, barely avoiding a giant mace from crushing him, as it dented the floor where it hit. "Can't we just talk? Maybe over coffee? What do you say?"

"Sorry Bug brain," Marko growled. "I don't talk to insects. I squish them!" He cried, as he tried to catch Peter with two, giant hands, only for Peter to jump above them, landing on top of them before being flung away from Sandman.

The teenager landed hard on the floor, his energy leaving him faster than he would like. He could feel an alarm in the back of his skull, as he looked up, to see Doc Ock at the helm of the console for the vaporizing ray. "No," he whispered to himself, as he tried to get up, only for a large fist of sand to hit him in the back, pinning him back down to the floor.

"We ain't done yet, Spidey!" Sandman mocked. "I got a lot of frustrations to work out, and you're going to be my personal punching bag!"

"Can we...make a rain check?" Peter groaned, as he shot a web at an emergency fire extinguisher that was nearby, and pulled it towards him. Spidey quickly flipped onto his back, pointing the nozzle right at Flint and spraying him down.

"GAH!" Marko exclaimed, as the fire extinguisher fluid mixed in with his sand, hardening his body, and also stunning him by getting in his eyes. Seeing his opportunity, Spider-Man turned back towards the giant weapon, using a web to zip towards it.

Doctor Octopus had primed the weapon, getting it ready to fire. All he had to do was set the coordinates.

"Special delivery!" Spider-Man exclaimed, landing next to Otto before tackling him off of the controls, keeping him from putting in a target.

"You accursed arachnid!" Octavius cried, as he smacked Peter hard with one of his metal arms. "I am Otto Octavius! The greatest scientific mind today! And this world shall finally see me for who I am! As their superior!"

Spidey threw a kick to Otto's gut, making him double over before Peter had to dodge out of the wall of Doc Ock's arms. "The only thing superior about you is that ego of yours. Kinda hard to believe it fits under that haircut of yours."

"SILENCE" Otto screamed, before quickly wrapping Peter up in his metal arms and throwing him right at the control console. As he crashed into it, his chest hit the launch button, having the laser point straight up, a hole in the ceiling opening up for the beam to safely go through a channeling tunnel that Otto had created.

The laser hummed, as it started to glow red. Spidey stared at it with wide lenses, knowing he couldn't stop it. "Oh, that can't be good..."

The laser fired, the large beam of energy traveling from the machine inside, up the tunnel, into the world above.


Logan sighed, as he was making his way across the X Mansion, wearing a sleeveless undershirt, and a pair of jeans, a half-empty can of beer in hand.

He was passing the common area, before hearing some noises coming from inside. "Hmm?" He grunted, curious, before walking in the room, to see several teenagers sitting around, watching a news broadcast on TV, some paying more attention than others.

"Hey," he sternly growled, making them all freeze before slowly turning towards him. "What the hell do you kids think you're doing? It's late."

"Heh, sorry Logan," the blonde, Bobby, apologized. "We've just been stuck doing Danger Room training all day. We wanted to do something fun before bed."

"Uh huh," Logan said, not fully believing him. He looked at a teenage girl who was sitting in an adjacent chair. "Is Bobby telling the truth, Kitty?"

The brunette blinked nervously for a second. "Uh, well, kinda?"

"Kitty!" Bobby cried. "Come on, dude!"

"I'm not going to lie to Wolverine!" Kitty defended. "He can smell when you're lying!"

"Hear," a teenager covered in blue fur, with three fingers on each hand and a pointy tail corrected, while perched on a stool. "He can hear you lying."

"And aren't you suppose to be healing, Kurt?" Logan pointedly asked. "You got shot."

"I know, mien friend," Kurt said. "But I feel much better. And being in bed all day was starting to get boring."

"Why the hell am I the responsible one here?" Logan quietly asked himself. "Ok, so what are you guys doing?"

"Well," Bobby started, "We were watching a hockey game, but then this breaking news story cut it off. Guess some corporate building got attacked by some guy."

"Oh yeah?" Logan asked, as he leaned on the couch.

On the TV, live helicopter footage was being shown of the broken windows and indoor destruction of Oscorp. "As you can see, the rampage of the Sinister Six has continued, as reports say the Scorpion attacked, before being chased off by Spider-Man."

Wolverine's ears perked up at the mention of the young hero he worked with.

"We have reached out to see the condition of the scientists who worked inside at the time, but right now we-" The broadcaster was cut off by a loud, vibrating sound, as the camera on the helicopter swung around to see a large, red blast of energy in the distance, shooting straight into the sky. "Oh my god!" The reporter exclaimed, amazed at the sight. "What is that!?"

"Whoa," Bobby mumbled, as Logan and the others leaned forward, completely focused on the screen.

"We..we think that blast came from somewhere near the Hudson River. We're going to make our way towards it. Please stay tuned as we get any further developments."

Logan got off the couch, chugging the rest of his beer before throwing the can on the floor, and making his way out the room. "Kids, get to bed. Now."

The other X-Men turned around. "And what about you?" Kitty asked.

"I'm going to have a late night," he said, not looking back. "Don't wait up."


Spider-Man was holding himself up on the console, looking up at the ray, while Doc Ock was leaning on a nearby piece of railing to catch his breath.

"There was no target set up, so it was shot harmlessly into the air," Otto said, before raising up his metal arms. "The next time its activated, the results will be a bit more...devastating."

Two of Octavius's metal arms barrelled towards the silver coated hero, who quickly turned around to grab them, one with each hand. "Why do you have to do this, Otto? Why couldn't you have used that brain of yours for the greater good?"

"I tried!" Otto exclaimed, bitter. "But they wouldn't let me! They feared my genius, stomped me down! Well, they'll have a reason to fear me, before I make them worship me!"

With that, Otto shot another arm at Peter, having it hit him in the stomach, making Spider-Man let go of the other arms, freeing them to grab him and throw him hard at a wall.

Spidey heard something crack when his back made contact with the wall, the wind being knocked out of him as he fell to the ground, his back leaning against the wall as he sat on the floor, in pain. He tried to push himself up, only to fall back down. He had to use more strength than he would've liked in order to get himself propped up on a knee. "God, I need a nap," he weakly joked to himself, not quite sure how much longer he can last. He was surprised he lasted this long.

He felt his spider sense ring in his skull, as he looked up, to see Otto back behind the controls for the ray gun, priming it, and aiming it right at the Web Head.

"Oh crap..." Peter cursed, before he dived out of the way at the last possible second, the ray gun firing right where he was just standing, hitting the steel wall instead, creating a hole for water from the Hudson to start flooding in.

Spidey landed in a crouched position, looking back at the ray to see it pointing at him again, priming itself once again. Trying to figure out what to do, Peter saw a piece of broken steel laying by his feet. Thinking fast, he shot a web line at it, before rotating his entire body, giving him enough momentum to throw the piece of steel right at Doc Ock, hitting him right in the head.

The attack knocked Otto off the controls, but as he staggered back, his hand brushed the controls again, making the primed weapon point away from Spider-Man, and towards Sandman, his body still hardened and his eyes still blinded from the fire extinguisher fluid still in his system.

"No..." Peter quietly muttered, knowing that if that ray hit him, Sandman would be vaporized instantly. His instincts kicked in, as he started to web swing as fast as he could towards the blinded crook. "MARKO!" He shouted. "GET OUT OF THE WAY!"

Flint had finally flushed the fire extinguisher fluid from his eyes, only to look at the glowing red tip of the laser ray staring him in the face. His face went blank, as he looked death in the eye. However, Spider-Man tackled him out of the way, barely dodging as the laser opened fire again, creating another hole in yet another wall of the base.

The two landed on the floor, as Sandman stared at the silver hero, shocked. "You...you saved me..." he uttered, confused beyond belief. This was the man who stopped him from making scores. This was the man who stopped him from getting more power. This was the man who teamed up with others to make an idiot out of him at Coney Island. This man was his enemy.

And he just saved his life.

"Of course I did," Spider-Man said, out of breath, as he stood back up on weak legs. "I don't care who you are. I'm not going to let you die. Not if I can help it."

Sandman's eyes widened at the hero, before the lights of the base started flickering, and alarm klaxons started blaring. "Base integrity has been compromised," a computerized voice announced. "Estimated time until total base destruction; 10 minutes."

Alarmed, Spidey quickly looked at the unconscious villains laying motionless on the ground, before turning back towards one of the holes in the wall, quickly firing web after web, trying to clog it up and stop the water from leaking in. Seeing that the floor was still getting covered in water, he quickly leapt over towards Electro, picking him up before the water could touch him, keeping him from electrocuting everyone else.

Meanwhile, Otto Octavius had recovered from Spider-Man's attack, and was watching the silver-clad hero. He held his head, blood flowing from where the piece of broken steel had hit him. He watched as his base started to flood. He watched his recruits lie on their backs, down for the count, as Sandman was simply frozen. He heard the alarms blare in his ears. He saw the lights blink on and off. He saw his master plan crumble around him, as it seemed that he had lost yet again.

"He will pay for this," Otto grimly muttered to himself, as he used one of his metal arms to smash the control console of the vaporizer ray, before using his other arms to walk himself out of the room, to safety.

Spider-Man landed next to Sandman, Electro over his shoulder, before he looked up to see the ray start to spark dangerously, as it pointed straight up, seemingly charging itself, and trying hard to prime itself for another shot. "Ock did something to the weapon," Peter stated. "Who knows what it'll hit if it fires again." He handed Electro to Sandman, who looked absolutely perplexed by the gesture. "I need you to get the others to an escape pod or something. Now."

"What!?" Sandman cried. "What about you? You ain't lookin' so hot."

As he asked, several explosions rung from somewhere else in the base, as beams of steel started to fall from the ceiling. "GET OUT OF HERE!" Peter yelled, stunning Flint.

After a brief second, Marko nodded, as he grew his hands bigger, using one to hold the smaller, unconscious ones, and the other one to grab the larger, knocked out Rhino. Once he had everyone, he gave Spider-Man a long look, before turning around and making his way to the escape pods.

Satisfied that Sandman had cleared the others, he turned back to the unstable ray gun, ready to shut it down in any way he could. He took a few steps towards it, only for another explosion to rock the base, shaking the floor and causing Peter to stumble a bit. He felt his spider sense go off, but could only look up as tons of steel fell off from the ceiling, crashing on top of him and crushing his body into the ground.

He moaned in pain, as he was buried under the broken metal, unable to move. His helmet was broken in half by the impact, one of his eyes being exposed as that side of his mask had shattered, matching up with the other broken parts of his scratched up and damaged armor, and showing blood running down his face, Peter being able to taste it's iron tone as it reached his mouth. The water that flooded in was touching his face, as it began to rise higher and higher.

"No..." he weakly said. "Got to..." He tried to push the metal off of him, but it was no use. It was just too heavy for his weakened body. He felt exhausted.

"Base destruction in; 7 minutes."

Peter felt his strength leave his body. He was tired. He had fought off a monster in space that stole his life energy. He had fought off six...seven of his most dangerous enemies. He has been on the run for days, worried and stressed about them. They had beaten him to hell and back. He was beaten. Choked. Drowned. Electrocuted. And that was only this week. That's to say nothing of the abuse he's taken since he became Spider-Man. And he couldn't do it anymore. He found his limit.

"I'm going to die," he said to himself, on the verge of tears. He blinked them back, only to close his eyes, deciding to just try and embrace it.

"Base destruction in; 6 minutes."

Some part of him always knew that being Spider-Man would kill him, but he never expected it would be like this. He thought he would've had longer. He thought he could grow up to be something. As Peter Parker, and as Spider-Man. He thought he could be a scientist, or a journalist, or maybe a teacher. Instead, he was going to die.

"Base destruction in; 5 minutes."

He felt the steel get heavier and heavier on top of him, as the water still rose, as Peter could barely hold his head above water anymore. He had no idea how the others would react to his death, or if they would even find out. There's a good chance his body would just get washed away after the base collapses, washed away in the bottom of the Hudson. Spider-Man and Peter Parker would disappear, and no one would know why.

Not Aunt May. Or Gwen. Or Tony.

Harry, Mary Jane, Doctor Connors.

Flash, Kong, Jonah.

No.

"Base destruction in; 4 minutes."

No.

No.

"NO!" He yelled, as he looked up to see the dangerously overcharge ray gun, it glowing red in energy. If that fires, who knows what it will hit. Who knows what it could destroy. He needs to protect his city. His loved ones. His people.

His head now underwater, he couldn't help but think of the people he would leave behind.

Steve, Natasha, Clint.

Reed, Johnny, Sue, Ben.

He placed his hands under the steel, as he started to push with everything he had.

Scott, Logan, Daredevil.

Betty, Robbie, the Bugle.

Captain Stacy, Norman, Fury.

With all the effort he could muster, and even more than he knew he had, Peter began to raise the literal tons of metal up, high enough for him to get to his knees.

The Avengers. His friends. His family. He kept thinking of the people he'd leave behind if he failed. So he made a decision, right there, and right then.

He would not fail.

He cried in effort, pushing his body beyond his limits, tapping into strength he never imagined he had. Every muscle in his body rippled, tensed, and flexed, as the seaming in his suit started to split from the strain they were creating. His arms started to shake, but he kept his resolve.

He was the only one who could save this city now. This was his responsibility. And he would not fail.

"Base destruction in; 3 minutes."

The water kept rising, but so did he, as Peter kept lifting the steel higher and higher. With a loud, pained cry, he finally was able to throw the tons of steel off him. His suit was cracked, scratched, ripped, broken. His body wasn't much better. He almost collapsed, but he stayed on his feet, knowing what he had to do.

With the last of his energy, he limped towards the ray gun, the water up to Peter's waist at this point. He covered himself as an errant electric bolt came off of the weapon, but kept moving forward. Once he was close enough, he balled up his hand into a hard fist, and forced it through the metal plating of the weapon, reaching around in there before pulling out cord after cord of wiring, praying that it was connected to its power source.

Thankfully, he was right, and the ray gun whined down, turning into nothing more than a hunk of metal.

Peter allowed himself a small smile, before hearing yet another explosion ring out.

"Base destruction in; 2 minutes."

"I know!" He yelled, as he limped away from the ray gun, holding his side as he started to walk down the hall he saw Marko walk down, hoping he could get to the escape pods in time. He waded through the water, with it getting up to his chest, as the base kept shaking, forcing Peter to grab onto the wall and use it to support his walk.

"Base destruction in: 60 seconds. 59. 58."

"Come on, come on..." Peter muttered, as he felt himself fading fast. Luckily, he stumbled upon the escape pod bay, and saw that there was still one pod left. "Yes!" He quietly exclaimed, as he stumbled towards it, pressing a button on a nearby podium to open the hatch.

He practically fell into the pod, hearing the countdown towards the base's destruction behind him as he looked at the control panel of the pod, pushing past the chair inside it to start playing with the buttons and keys he found on it to launch himself out of the base. Finally, he found the right button, closing the hatch and shooting the pod out of the base. He heard a large, loud boom, only muffled by the water, as the base collapsed on itself.

Peter deeply sighed in relief. He was safe. The ray gun was destroyed. The Sinister Six was stopped.

His pod eventually reached the surface of the river, and opened up to a beach. Peter fell right out of the pod, landing right onto the sandy ground, as he laid on his back, hurt, tired, and thankful that it was all over. He breathed heavily, trying to calm himself, as he lied still.

He closed his eyes. His job was done. He could finally get some rest.