" The Age OF Heroes is over, and The Rise OF Villains are here folks. Since The Avengers are no longer together with some being imprisoned for no reason, or others disappearing with no trace. Many people believed this began when the famed Accords appeared and started what many civilians dubbed a Civil War between our Heroes.

With the last remaining Avenger Tony Stark stepping down as Iron Man and taking a Temporary retirement to spend time with his newly announced Fiance. Although with The Avengers gone. Criminal activity has skyrocketed in the last few weeks with reports of highly advanced and destructive weapons being used.

Who can stop these powered up criminals, Who can-

"PETER HURRY UP OR YOU'RE GONNA BE LATE FOR SCHOOL"

"Coming Aunt May" said Peter as he turned off his computer and rapidly grabbed all his stuff, shoving them into his backpack. He ran out of his room toward the kitchen giving his startled Aunt a quick hug then running out the door until his Aunt May grabbed his wrist.

"Woah hold it Mister you didn't eat breakfast" said a scolding May. Peter got out of her hold and picked up some toast from his plate replying in a rushed sentence "Sorry May, promised Ned to meet up before school" and ran off.

May just stood there shaking her head with a sigh " That boy is gonna give me gray hairs"

Peter was running down the street until he saw his Best Friend standing next to Delmar's Deli waving at him. "Hey Ned, sorry I'm late" said Peter as both of them walked inside the Bodega. "It's alright dude. We still have time for class" replied Ned while he got a bunch of snacks.

" Yeah sorry again man, I was just watching the news about the Avengers". Ned's eyes went wide at this and started talking about his wild theories on the Avengers as a true Fanboy, but Peter was tuning him out. Not to be disrespectful but because there is a lot on his mind right now.

' Should Spider-man go out fully into the world? I mean crime is rising more and more, and I don't want anyone else to go get hurt' His thoughts were cut though when his ears caught something Ned said.

"I mean what if a New Supervillain comes, We're toast" Ned said a little frightened at the thought. Peter couldn't blame him but now he has more thoughts on his question if Spider-man should go out into the world. He quickly got rid of those thoughts to focus on surviving the school day instead.

"Come on Ned. I don't think a new Villain is gonna show up out of nowhere" reassured Peter before They walked up to the counter to pay. "Hey Peter, how are you doing?" bellowed out Mr. Delmar, the owner. "Not bad just wishing school to be over already"

" Ha better not let you Aunt hear that kid, or she'll give you a long lecture that's for sure"

" Yeah you're right" laughed out Peter. While Ned chuckled beside him petting Murph.

They finished paying and went on their way to school. Eating some of the snacks they brought, with Peter lost in thought ' The Avengers just got disbanded, I mean what's the worst that could happen'

A mysterious figure was watching the news about The Avengers with a blank expression . Until a small smile appeared on his face with a low chuckle. He got up from his seat walking towards the door.

" The Avengers are no more…. Finally no more outside interference that can stop my plans." He opened the doors and kept walking "Time to start Phase One"

He's out of the building with a car and driver waiting for him "We're ready to go Boss" "Good"

Many weapons and high tech equipment are scattered all over the warehouse. With Adrian Toomes overlooking everything and talking to his head builder.

"So Mason is the suit ready for another heist"

Mason looked up from his work table to respond "Yeah the suit's ready to go, plus I've created some new gadgets that can help make it easier with the heist". However their conversation was cut short when they heard the doors open to reveal an Albino man with silver hair wearing a black suit, and several men with Gray masks behind him.

"Hello gentleman, it is a pleasure to finally meet you. The people who changed the criminal world with these amazing weapons" said the man as he approached them.

"Who the hell are you" responded Adrian a little weary of the man.

" You can call me Tombstone" answered the now acclaimed Tombstone offering a hand to him. Adrian shook his hand while Mason was behind them watching the scene unfold. "Well what are you doing here"

"I'm here to make a deal with you"

"What you want to buy some weapons"

"Actually I want more than that. You see I want you and your men to work for me. To create weapons for my people and no one else"

Adrian looked at him than scoffed "Me and my boys work for no one, now I politely ask for you to get out of my workshop"

Tombstone's face showed no reaction for a moment. Then he walked around the place looking at the weapons as he spoke "You see here Mr. Toomes I have plans for this City, and I can't do that if you're a threat to those plans. There's a reason why I don't have Enemies. Either they join me or disappear. Now I ask you again will you work for me" Tombstone finished as he got right in front of Adrian's face.

Immediately all of his men grabbed advanced blasters pointing at Tombstone's direction. While all of his men grabbed fully loaded guns pointing at them. Adrian got quiet looking deep in thought, but answered after a few silent seconds "No"

Tension in the air grew more as he continued with his answer "If you ever get taken down or find me and my boys useless then you'll get rid of us, and I can't have that. I'm doing good with my business here, probably making more money than you can ever pay us"

He tapped his finger in Tombstone's chest and continued

" And I think I have the advantage here with my weapons, that you obviously need and are so scared of. Now get out before I make you". Everyone in the room is waiting for the shoot out that they thought was going to take place until Tombstone finally replied.

"Very well then. We'll leave, but know this nothing gets in my way". He started walking out with his men in tow. Then stopped "Oh and watch out for the name The Big Man" and with that they were gone.

Adrian stood there thinking about the new enemy he made, but then chuckled. Thinking that nothing can stop him with all the power he has.

Meanwhile Peter and Ned were at lunch talking. Well Ned was, Peter was looking towards Liz's direction daydreaming.

"Dude you should go talk to her"

Peter snapped out it and turned to Ned who was grinning "Ned I can't talk to her, I mean she's Liz and I'm just plain old Peter Parker"

"Come on dude your awesome, you changed a lot since Freshman year". Peter unconsciously touched the spot where the Spider bit him on his wrist. Thinking about the unbelievable transformation it gave him.

"Thanks for the support Ned, but I think I'll just focus about looking for a job"

' And finish working on the new Spider-man suit' They were interrupted when a girl sat near them.

"Hey loser" she said nonchalantly. Peter was only a little shocked, since she already calls him that the few times they interact, but never with any venom. More like a nickname.

"Why do you always call me that MJ?"

MJ just pulled out a book "Cause you are"

"Then why do you sit with us"

MJ just looked at him "Cause this is where I sit. You just happen to be here ". Peter thought that's the best answer he'll get. They sometimes talked to each other but never really hung out. ' Well May always says I need to be social, and she's actually pretty cool'

"Hey you wanna hang out with me and Ned at Delmar's later" Ned looked shocked while MJ just raised an eyebrow.

"You mean Delmar's Bodega"

Peter just grinned "Yeah best sandwiches in Queens"

"Heh my Uncle told me about that place" said MJ then thought it over and shrugged

"Sure why not"

Peter smiled ' This is turning into a great day'

Adrian was furious when he saw the news about a mysterious explosion near Central park. Already Knowing who the culprit is. Then walked in Herman Shultz laughing a riot. Adrian couldn't take it anymore and shouted "WHAT DID YOU DO!"

Herman stopped laughing and just responded casually "What I was just having fun"

"Well what if you have been caught"

"So what"

"So what" said a scowling Adrian "If you get caught then this entire operation is going 6 ft under"

Herman just looked annoyed "We have awesome weapons, nobody can stop us especially with the Avengers gone. I just want to show the world the power of Shocker"

Adrian sighed and facepalmed. He couldn't take it anymore, he had to do it.

" Listen here Shultz, you're too impulsive, and I can't have your brash ways reveal my business. So you're fired, you're not welcome here anymore"

He looked stunned then he quickly went into anger "WHAT! What do you mean I'm out"

"Exactly what I just said. Now get out of here"

"You... you can't do this to me" said Herman as he charged at Adrian, but was pulled back by his boys and was pushed to the floor with Adrian standing over him.

"Just get out Shultz"

Shultz was at his boiling point. Except instead of attacking he just walked away.

"Wait Shultz. Hand over your Gauntlets"

Herman stood there. After a long minute he threw his Gauntlets at Toomes and left without a word. Adrian looked at the door closing then turned to an African American Man wearing a black/yellow jacket. "Jackson here" he tossed the Gauntlets to him. Jackson caught it with confusion " Use them wisely, unless you wanna end up like him"

Meanwhile

Herman went into some rooms to grab his backup Gauntlets, and everything he could find. Blue prints, alien tech, weapons,etc and shoved all of them in a truck that carried a bunch of leftover Alien scrap. He drove off as fast as he could before anyone would notice.

Off into the distance a man saw the whole thing and smiled. "The Big Man would want to hear about this " He quickly dialed up a call.

"Yes, what did you find"

Shultz stopped at a parking lot. Thinking about what he's going to do until a knock on his window startled him. He got out of his car getting his gauntlets ready. The man waved his hand in a dismissive manner and spoke up

" Don't worry, I'm only here to make a deal" That perked Herman's interest although still on alert.

"Who are you, and what kind of deal"

"People call me Tombstone, and I heard what happened to you and your previous boss. I would like you to work for me and give me all the equipment you stole"

Herman laughed "I don't know the last time I worked for someone. He threw me out" Tombstone just smirked.

"Oh I don't want you to hide in the shadows. No no, quite the opposite in fact. I want you out there showing the world what the Shocker can do, you'll be given a suit and placed on a team, you'll be highly paid as well, living the dream. Now Do you accept?"

Herman grinned at everything Tombstone was saying and agreed immediately.

It was the end of the day and class was finally over. Peter was about to leave until the teacher stopped him "Hey Peter can I talk to you for a minute"

Peter looked confused but nodded. The teacher just smiled and continued " Well The Famed Dr. Connors was looking for a few selective students to intern for him, and I recommended you. He just called me today and guess what. He accepted, and wanted to offer you a spot, so what do you think Peter are you in? '' exclaimed the teacher in a cheery tone.

Peter stood there shocked with wide eyes, and he just couldn't believe it. "Yeah I'm in, this is awesome". They finished talking the rest of the details, and with that Peter left.

He ran towards Ned and MJ who were waiting for him near the school entrance. A huge smile appeared on his face. "Hey guys, you won't believe what just happened"

MJ looked at him for a moment then answered "You got accepted for Dr. Connors internship"

Peter looked flabbergasted at what she said " Yeah...how'd you know"

"I got offered the same thing" MJ replied in an indifferent tone. Peter was shocked for a few seconds until he smirked "Well here's to being Lab partners" he put his hand out. MJ had a ghost of a smile and shook his hand back.

"That's awesome guys" said Ned off to the side. "Wish I could join"

Peter patted Ned's shoulder. "No worry man, I'll definitely find a way for my best bud to visit the labs."

All three continued walking just chatting. Well Peter and Ned were. MJ just put in a couple words into the conversation sometimes while reading her book.

They hung out the entire afternoon. Eating snacks, joking around, they even finished all their schoolwork together. Now though, only two of them are left ,Peter and MJ. Ned left a little while ago while Peter offered to walk MJ home.

"You know I didn't need you to walk me home right." spoke MJ to break the silence.

"Yeah but I want to, and Aunt May always told me to walk a girl home when it gets dark"

MJ just rolled her eyes in a playful manner before sarcastically saying

"Yeah I'm sure you'll keep me safe and sound"

'You have no idea' thought Peter. Before he could say anything, they reached her house. MJ faced him "Thanks for letting me join you guys….and walking me home Loser"

Peter chuckled a little at that "Anytime...you know you could hang out with us again tomorrow"

Silence filled the air. MJ thought it over and gave a genuine smile "I'll like that"

She walked inside and closed the door. Peter didn't move for a second then walked away. 'This turned out to be an awesome day. Didn't need to worry about anything. Got offered an internship with The Dr. Connors, One of The best scientists right now. MJ is a cool new friend, heck Flash didn't even bother me today.'

Peter made it back home and heated up some food May made, since she had work tonight so it's just him. He continued with thoughts

'I still have time to finish my new suit, but should I really go through with this. I mean being a superhero is cool and all but I'm...scared'

He stopped everything he was doing and looked up at a picture on the wall. It was a younger him with May to his left and Uncle Ben to his right.

All of sudden he was reliving a memory of the when he got his powers. The wonder, fear, and pure joy. Weak old Peter Parker finally had power. No more bullies or anyone else underestimating him, he could change everything. Money he could get it, so Uncle Ben and Aunt May won't have to worry anymore. Peter remembered all of that. How it all went to his head.

Cheering "Spider-man Spider-man"

Cameras, how everything was going his way. Until it was replaced with Gunshots and screaming.

Then he remembered the last time he saw Uncle Ben, and how he wished he could take back everything he said to him.

"Your Not My Dad!" The hurt look on his face when he said that. Ben was just trying to teach him a lesson.

" With Great Power Comes Great Responsibility"

He never realized what those words truly meant until it was too late. Peter finished going down memory lane when he heard a "Ding" from the microwave. He felt wetness going down his face and realized he was crying. Although instead of feeling broken, he was filled with determination. He quickly wiped his face and ran to his room grabbing a bag under the bed.

His new unfinished suit is what he pulled out. " I won't fail you again Uncle Ben, I don't want anybody to go through what I did with you. The world needs a Hero and I'm the only one with the power to do it." he declared all of this while finishing working on his suit.

"I promise I'll never Ignore you're words again"

A man in a yellow/red suit with a metallic helmet and glowing orange eyes. His four arms covered with new slim high tech gauntlets was walking down the hall. He wasn't alone though as two figures were following him.

A giant masked bulked man wearing a red/gray armored suit, and a shorter man with a slim build and similar color schemes. Only difference was he was wearing gray visors that shined a bright blue line across his eyes.

Squinting glowing eyes were looking at the city down below. "Soon they'll know the true power of The Shocker"

A/N: This chapter was a little short, but I promise they'll get longer and better. If you are waiting for the next Chapter of Ben 10 Hero Academia then it'll be out soon, Hopefully next week and Sorry for the wait. I was busy dealing with personal stuff. Let me know if you like this Story.