Hi there, I'm Fuzzboy, also known as Michael, and...I'm sort of a comic superfan. I spend almost all my free time reading the most recent Marvel or DC storylines (and admittedly complaining about them immensely), I watch the movies when they come out, I rewatch the cartoons and TV shows all the time, and frankly my life has practically revolved around them ever since I could remember, to a point where a lot of my online friends will come to me and ask questions about comics for a variety of reasons. Sure I'm not an expert or anything but I'm a pretty huge fan of superheroes, villains, and all that stuff inbetween.

And as such I've always wanted to write stuff involving these characters, and maybe one day get started on my own original work. But before I ever get started on the latter, I feel like I should maybe get some experience with the genre I adore so much. Thus, this story; a story that blends the Marvel and DC universes into one timeline.

Now, I should probably make this clear; my one timeline, I don't mean like this is one of those crossovers where both timelines merge or something and all the characters already exist, which sorta alienates new viewers. No, I mean like this is a completely alternate universe. One where a lot of the heroes and villains don't exist yet. One where superpowers as a whole are largely an unknown thing. And one where I have complete creative control over who appears, who develops, and who dies. Basically, you know the Ultimate universe or the New 52? Yeah this is sorta my version of that.

With that said, I have some rules going into this:

* All actions must have consequences, and these consequences are also permanent. Characters won't just FORGET something someone did, and anything/anyone affected will remain affected by it. This includes:

** All character deaths are PERMANENT! Once killed, they can not be brought back from the dead under any circumstances.

** If someone learns the identity of a superhero or supervillain, this can't just be forgotten either. No mind erasing or retcons.

** Redemption arcs can't JUST be forgotten. If a character's alignment changes, they can't be topsy turvy and CONSTANTLY change to the other side over and over. The only exception are neutral-toned characters who are INTENDED to be morally ambiguous.

* NO CONTINUITY REBOOTS! PERIOD!

* Modern-day, real-life events will not be included. You don't have to worry about me referencing current day politics or viruses or any other stuff like that.

* The story will be told through a "loose continuity". It'll run at its own pace and take time to properly introduce important elements when needed, that way the pacing won't be affected and you'll be able to enjoy the ride.

And with that said..Well this is where the actual story part comes in. So...Hope you enjoy!


"Man, I don't know why you had to drag me out here again."

Looking out over the crowd in front of him, a boy watched on in utter distaste from the sidelines, as swarms of people walked through the cramped hallway and toward the area up ahead. Beside him was an obese Filipino boy of similar age. He was completely bald with a bushy brown goatee, and wide emotional eyes. He was wearing a velvet and white letterman jacket, and some of his gut was sticking out from his t-shirt.

"Come on, man," the obese boy muttered, "you used to love coming here. Watching the fights, cheering along whenever they brought out the new guys; it was great!"

"Yeah," the other boy confirmed, before scoffing, "but that was before Croc came along. Dude wins basically every fight these days. Now whenever they bring someone new in I just pity them."

"Oh come on, it isn't that predictable-"

"Okay, last time we came here, they introduced that fat guy. Wrestling Star, I think," he narrowed his eyes into a scowl, "by the time Croc was done with him, he had six cracked ribs, a broken nose, and a leg so swollen it looked like it was about to fall off. And he got off lucky compared to Bone Saw McGraw." The larger boy flinched a bit at that name. "Every time some fresh meat comes along, I know for a fact that Croc will chew 'em up and spit 'em out before they even get introduced."

With a shake of his head, the larger boy stuffed his free hand in his pocket. "Didn't remember you being this much of a critic, Flash." He then took a sip from his large soda.

Letting out another scoff, Flash looked off to the side, trying to ignore the looks he was getting from some of the passing children and their parents. Granted, it wasn't because he was an eye sore or anything. Quite the opposite in fact. Compared to most of the guys there, he practically looked like a demi-God; large upper body, rippling muscles, diamond blue eyes, and bright blonde hair combed into a pompadour, all while showing off his Midtown High letterman jacket. In a lot of ways, his appearance showcased exactly what Flash wanted it to showcase; that he was better than these people.

"Come on, Flash, just give it a chance," his friend said once more, "who knows, maybe you'll get a surprise or two. Besides, I bought your ticket anyway."

With a low grumble, he finally conceded defeat with a sigh, "Fine, Kong. But if I come out disappointed again, you're buying me a slice from Joe's on the way home."

This instantly caused Kong to brighten a bit, as he started to run down the hall and toward the arena up ahead, "Well come on, man, the show's about to start!"

Flash watched as his friend ran ahead, a scowl on his face as he shook his head in disappointment.


"I don't know about this, Don...What if the cops show up?" A skinny brunette man asked, his eyes narrowed as he held his coat close to him.

Beside him, a far wider man with combed man black hair stared up at the target; a bank. With a smirk, he pulled his cigarette out from his mouth, before turning to his partner and simply saying, "They ain't gonna show up, as long as you keep your mouth shut." With a laugh, he then asked, "So...Our little gifts wrapped and ready?"

Reluctantly, the skinnier man nodded, before handing his partner a small, grey remote. "Y-Yeah...It's all up and prepared. Just gotta switch it on, and blam...There goes the bank, and everyone inside."

"Giving us all the time in the world to get what we deserve," Don responded, his smirk growing larger, as he chuckled, "good job, Blitz. Now...How about we get this party started, eh?" Upon hearing his partner's nervous gulp, he promptly pushed down on the button.


Flash cringed as Kong burped loudly into his ear, as the latter let out a laugh. "Sorry about that, Flash. When you gotta let it out, you let it out!" He didn't seem to notice as Flash rolled his eyes.

They had gotten fairly good seats; front row, close to the wrestling arena. He looked up, and as expected, there it was; the cage, dangling off the ground on the roof. Whoever was going in wasn't just dealing with the monster, but was gonna be locked inside as well. "Poor sucker," Flash thought to himself, as a small sadistic smile formed on his face, "but if there's any consolation to all this, at least it'll make it a bit more fun to watch."

As he thought this, the lights above began to dim, as a spotlight shined on the center of the arena. A smoke cloud erupted from it, and within moments, the crowd broke out into cheering as a man appeared in the middle of the stage; he was an older guy wearing a sparkling golden suit, and to him had always looked a little too much like that guy from the Evil Dead. He showed off his signature smirk at the loud applause he was receiving.

"Laaaaaaaadies, and gentlemeeeen!" He screamed into his microphone, holding it up to his face, "It's time for the moment you've been waiting fooooooooor!"

More cheers broke out as Flash had to cover his ears, no thanks to just how loud Kong was hollering. "Yeeeeeeeeah!" Kong screeched, slapping Flash on the back rather hard in the process.

"You all know the rules, and you know them well!" The announcer said once more, "If the newest addition to the NY Wrestling League can last just three minutes with our champion, he'll not only be signed onto an official contract, but will take their spot in the league!" More cheers cried out, as the announcer smirked, "Now...How about we bring out a little someone we've all come to know pretty well!"

The following hooting and hollering only confirmed what they wanted, as the announcer laughed into the microphone, "Very well! So..." Smoke began to fill the arena, as the spotlight moved toward the entrance nearby, as low snarling erupted from within, "Weighing in at over five-hundred and eighty pounds, and standing at a height over just over ten feet, with teeth made for tearing apart any prey dumb enough to challenge him..."

As he said this, Flash watched on, as a hand slammed over the top of the entrance, the beast inside seemingly having to bend down just to fit through, as it let out a guttural roar.

"Introducing...Kiiiiiiiiiiiiiiiiiiller Croooooooooooooooooc!"

And just like, bursting through the entrance way, an ungodly sight made itself known. It was a monster, pure and simple, of unbelievable height and marshy green, bumpy skin all along his body. His teeth were razor sharp, easily capable of tearing open skin, and his hands were large enough to grab onto Flash's entire head, and possibly even crush it. And those eyes...Those pale yellow eyes and horrible blat slits for pupils. He looked barbaric and primitive, barely man by any definition of the word, and a freak most would run screaming from.

Letting out a roar at the top of it's lungs, Killer Croc ran up to the arena, and in one jump landed squarely next to the announcer, as the crowd broke out into cheering once more. The crocodile man let out a guttural, choked up cackle at this, pounding his clawed fist against his chest as he took in the glory with pride.

As Flash watched on, he nudged Kong in the shoulder, before giving him a deadpan glare, "And you're telling me someone could beat that thing." His friend merely chuckled sheepishly in response.

"And, his opponent," the announcer continued, "standing at a far shorter five feet and ten inches, with a history of catching the few insects dumb enough to get caught in his web...Introducing..." He pointed at the entrance once more, "The Amazing Spider-Man!"

Emerging from the entrance moments later was...About what Flash expected; some sap in a crappy suit. They were wearing a bright red hoodie with a spider on the front of it, the sleeves torn off to reveal a light-blue undershirt that went down to their hands, which were themselves covered by red motorcycle gloves. He had on simple blue jeans and knee-high red boots, and he was wearing some cheap looking red mask, with simple white slits for eyes, and he hoodie over his head.

And another thing he expected...The booing.

The crowd...God they were merciless toward the poor guy. Booing as loudly as they possibly can, as he made out some heckling from one guy in particular. "You're gonna die, spider-freak!" It was so bad Flash could tell the spider-guy was frozen up, walking up to the arena as slowly as possible, as some of the crowd threw their food at him, which he tried his best to shrug off, even when an empty can of coke smacked him right in the side of the head.

After a full minute of agonizing punishment from everyone in sight, the spider had finally gotten inside the arena, as Croc sized him up, a disturbed grin growing across his face. "Quite the costume you got there, boy."

Spider-Man flinched at the voice; deep, guttural, barely understandable...Also Cajun. Though probably what disturbed him the most was what came out of his mouth. "And quite the bad breath you got," he commented, wiping away the fake fumes as the crocodile snarled, "seriously, have you ever heard of a breath mint?"

Hissing at the smaller man, Croc almost swiped at his face, only to feel the announcer's hand smack against his chest, "Woah, big guy, save it for the fight!" With a mocking laugh, he got in between the two, as they both walked to opposite ends of the stage, "Now, you both know the rules! All Spider-Man here has to do is last three minutes with you, Croc."

Killer Croc smirked at this, lowering himself to the ground and showing off his teeth, "Can't wait..." Spider-Man couldn't help but gulp at this, though quickly shook it off and scowled in return.

"Only one twist tonight, boys," the announcer stated, as he stepped out of the arena, "it's a caaaage maaaaaaaaatch!"

And as soon as he said this, the cage dropped down onto the arena, trapping the two inside as Spider-Man's eyes widened. Smacking his hands against the cage, he screamed out, "What?! Hey, I didn't sign up for getting caged with a wild animal!" Upon hearing Croc snarl at this, he looked back for a moment...Before correcting, "Sorry; locked inside with a captive animal!" Turning back toward the beast, he asked, "That a bit better for you, big guy-"

Letting out a roar, Killer Croc charged at the spider, throwing his fist forward. In a single action, Spider-Man ducked under the punch, as it collided with the bars, and jumped through the beast's legs to the other side. With another roar, Croc turned toward his prey, chomping his teeth together while declaring, "Talk all you want, boy, cause you're in my house now! And in my house," he threw on a smile, "I squash bugs like you."

"Glad to hear," Spider-Man called back, narrowing his eyes and straightening his posture, "cause I'm not a bug. Though considering how small a crocodile's brain is, guess it was dumb to think you'd know that."

Croc's eyes widened at this, and with a furious screech, he charged toward the spider, as his eyes widened in fear.


"Run Blitz, run!" Don screamed, as he and his partner ran down the sidewalk, each holding a sack in their hand.

"I-I'm going as fast as I can, Donny!" Blitz replied, panic exuding off of him as he and his partner took a turn into a nearby alleyway. As they ran inside, Blitz looked around, his eyes widening as he muttered, "W-We're cornered! T-There's no way out!"

Looking around himself, Don turned toward a dumpster...And saw a fire-escape up to the roof. "There! Come on!" Running over to the escape, he threw his bag onto a nearby level, before beginning to climb the ladder. Blitz stared on, as sweat began to run down the side of his face...Only to yelp and promptly follow after his partner after hearing a nearby siren.

As the two began to climb up the fire escape though, they didn't seem to notice a pair of eyes watching them from a distance, as they narrowed in disgust and anger.


Spider-Man grunted as he was thrown against the cage, practically bouncing off it as he smashed against the floor of the arena with a wheeze. Letting out a handful of forced coughs, he choked out a short, "Okay...Okay that one actually hurt...Ow."

Smirking at his prey's reaction, Croc let out a low cackle, as he casually walked up to him with a toothy grin, "Surprised you can keep flapping those lips of yours, boy. Pretty sure by now you'd have wised up enough to realize it ain't doing you no good."

With a heavy breath, Spider-Man slowly pushed himself up off the ground, as he dangled his arm and stared down the crocodile. "What can I say? It helps me cope."

"Well you're gonna need to do a lot of that in a second, boy!" Croc screamed, as he roared and ran at the spider once more.

In the audience, Flash shook his head, mumbling, "Typical..." He turned toward Kong and stood up from his seat, "Let's just get outta here, Kong, this ain't-" As he was saying this though...His eyes widened a bit.

As Killer Croc charged toward the spider, the latter did something amazing; with one leap, he completely jumped over the behemoth, sailing through the air as Croc's eyes widened in shock, all while he was too slow to stop his charge. With a mighty clang of the metal, the crocodile smashed into the cage headfirst. Letting out a screech, Croc gripped onto the sides of his head in pain, as Spider-Man ran up behind him, reached back a fist and smacked it into his back...

Only to wince and yelp in pain, jumping back a few inches while shaking his hand. "Ow!" As Croc recovered from his headache, he turned back toward the spider with a snarl, as Spider-Man returned his opponent's glare. "Okay...Guess you're more like a crocodile than I thought, Croc-y. That hide of yours is pretty tough."

This flattery caused the beast to smirk. "Basically invincible, boy. The reason I always win," his smirk grew into a grin, "is cause I'm untouchable!"

"Well, I wouldn't say that," Spider-Man said, running up to the crocodile while explaining, "since if you have a crocodile's advantages, something tells me..."

Croc took a swipe at the spider mid-sentence as he ran up to him, which Spider-Man responded to by ducking under the swipe and throwing a fist up, colliding with the crocodile's exposed stomach. Croc let out a screech at this, taking a few steps back while gripping onto where the spider had punched him, clenching his teeth and keeping his eyes shut as he didn't dare let out anymore of a reaction. "How did-"

"Like I said, Croc-y!" He looked up from his wound, as he saw Spider-Man standing before him, "If you got the advantages, you certainly have their weaknesses too," he narrowed his eyes, "such as a crocodile's soft underbelly. Can't take much of a punch, especially when compared to that hide of yours. Guessing you never had to worry about that before me?"

Killer Croc stared down the spider...Before letting out a low laugh, letting go of his stomach, revealing a reddish-purple bruise. "Never gave them a chance to figure it out, and they certainly weren't fast enough." With a smile, he pointed at the spider, "Guess you're lucky, spider. I almost respect it...Too bad I gotta make a show outta tearing you in half."

"I wouldn't count on that, Croc," Spider-Man simply replied, readying himself.

All the while, Flash watched on from the sidelines, his mouth ajar and eyes wide, as he slowly sat back in his seat. "Woah..."


Climbing up onto the roof, Don grabbed onto his sack of money and jewels, and promptly began to run across the roof. "Blitz!" The partner poked his head out moments later, climbing up the escape as well, "We gotta get going! Quick, if we're fast, we can jump to another roof!" As he was saying this though, he saw his partner's face pale. Don rose a brow at him, asking simply, "What? What's the matta' with you?"

Blitz simply stared on, raising a shaky hand, and mumbling out, "B-B-B...B-Bat!"

"What?" Don asked, turning to stare at whatever was behind him...Only to flinch, dropping the bag where he stood as he stared up at the force of nature before him.

The man stood tall above the thug, his presence so large it practically swallowed him whole. He was entirely black, like a living shadow, with the exception of two narrowed, glowing white eyes that seemed to stare right through him. His ears were pointed upward, listening to every movement the poor man made, and those wings...Those horrible flapping wings.

His whole body began to shake, as his knees gave way to his weight, causing him to collapse to the ground, and begin to crawl away. "N-No! No, leave me alone!"

But it was too late. And just like the predator it was, the bat leaped forward, wings at the ready, as it swallowed the man in it's grasp while he screamed in horror.


With another roar, Killer Croc charged toward the spider, and once again, he was ready. Ducking under a series of two slashes, he threw forward his fists, one colliding with his chest, and the other with his waist. This caused the reptile man to let out another pained scream, taking a step back, only this time, Spider-Man didn't stop punching. One punch after another, he smashed them against the man's chest, each time hitting a different part of his body; underarm, throat, chest, stomach, face, and more over and over again, as the Croc backed up, throwing his arms up in defense as Spider-Man pushed him back.

The crowd started to cheer, each of them getting up from their seats, as they hollered, "Spider-Man! Spider-Man!" And with each cheer, another fist collided with the beast's soft stomach.

And eventually, Croc had enough.

With a screech that could have easily ruptured his opponent's ear drums, he threw down his hands and clasped onto his shoulders hard, as Spider-Man gasped in pain. Pulling him off the ground, he brought the spider to eye-level, staring through him while opening his mouth, slobber slipping off his teeth as he readied himself, "Tick tock...Feed the croc!" Croc launched his head forward, teeth at the ready to sink them into the spider's exposed throat.

With a defiant scream though, Spider-Man threw him his leg, as his knee collided with the center of the Killer Croc's chest. The crocodile's eyes widened in pain, as his grip loosened. Perfect. Spider-Man threw forward his own head, headbutting the beast and causing him to completely let go, only instead of falling to the ground, he instead grabbed ahold of his head, and used it to catapult himself upward toward the roof of the cage, which he grabbed onto and hung from like a monkey.

Rubbing his forehead, Croc let out a roar, looking up toward the top of the cage and screaming, "You can't run from me, Spider! I'll kill you!"

"Wasn't planning on running, Croc-y," Spider-Man declared, before letting out a laugh, "just had to wait you out."

Croc's face became one of befuddled confusion, "Wait...What-"

Suddenly, a buzzer blared across the arena, as his eyes widened. "No..."

"And there you have it, everyone!" The announcer called out, as the cage slowly began to lift up, but not before Spider-Man let go of the top and dropped to the ground. Climbing into the arena, the announcer walked up to the two, "We have a new champion!" And as soon as he reached the pair, he grabbed onto Spider-Man's arm, before holding it up, "The Amazing Spider-Maaaaaaaaaaaaaaaaaaaaaan!"

Cheers burst out from the crowd, as Spider-Man simply stood there and embraced the cheers. However...Croc simply stared on, his mouth now slobbering, and eyes filled with rage. "No...Nooooooo!" With a roar, he grabbed onto the announcer and pushed him to the side, before pouncing toward the spider, "I'll end you!"

Spider-Man's eyes widened, and in a split second, reacted by throwing his fist up once more. And as soon as it began, it ended, as Spider-Man uppercutted Killer Croc into the air, before the behemoth smashed down onto the ground once more, shaking the whole arena, and then...Silence. Croc didn't get back up, letting out a groan from the ground, while Spider-Man simply stood there, his fist still at the ready, and his breathing heavy, as he waited to see if the beast would get back up...

"...Yeah!" Spider-Man flinched at the voice, looking toward the audience, where standing up from his seat with a massive grin on his face, Flash cheered, "Spider-Man!" And soon, the rest of the audience joined in, cheering for the victorious spider, as he simply stood there in shock.

Spider-Man looked on, not daring to say a word, as the announcer got back to his feet and held up his arm once more. And as he watched the audience cheer, Spider-Man couldn't lie...It felt good to be on top for once.


"Did you see that, Kong?!" Flash asked excitedly, a grin plastered across his face still as the two walked out of the stadium. "Spider-Man is awesome! Man, he made Croc look like a joke-" He blinked upon noticing the smirk on his friend's face. "What?"

"So...Glad you came after all, then?" Kong laughed out, smacking his friend on the back.

Snorting, Flash looked away...Before smiling, "You know what...Yeah. Yeah, I am." Turning back toward his friend, he said, "Thanks for inviting me, bud."

With a wave of his hand, the pair walked out of the stadium and into the street, where Kong simply replied, "No prob-" As he was saying this though, he looked up...And froze. "Woah."

Flash gave him a look for this, before turning toward where he had been looking, only to freeze himself. "Holy..."

Strung up high and tied up with some kind of cord, were two thugs, hanging off a street light in open view, as a crowd slowly surrounded the pair. Flash and Kong watched on in relative silence, before the latter eventually chuckled, "Man...First the best wrestling match I've ever seen, and now I see this?" With another chuckle, he simply said, "Best night ever, man."

Flash didn't respond at first, instead focusing his eyes on the strung up criminals, as his eyes scanned the roofs...Before his eyes landed on a dark silhouette, watching them from a distance. The figure returned the stare for just a moment, and then, he was gone, as if he had never been there at all. Flash looked on, wordless at how to describe his feelings...Before he summed it up with a reply of his own.

"Yeah...Best night ever."


AND there we go! With that, we have our first handful of characters introduced, along with our two first major heroes in the form of Spider-Man and Batman. I just felt it was right that the most popular heroes of both companies be the ones to introduce the story, just to showcase I'm genuinely not playing favorites here. I love both Marvel and DC...Though admittedly, Spider-Man got a lot more focus. Sorry, his opening was just more interesting to explore.

Fun fact by the way, the name of the story is a reference to Uncanny X-Men and Amazing Fantasy. I was trying to find something from DC to name this after but I kinda came up short, which my poor memory didn't help much with. If you got recommendations I'll gladly rename what I currently have. Actually, along with that here are some other fun facts:

- The criminals hunted by Batman are named after Donner and Blitzen from Batman the Animated Series, two henchman employed by the Joker in Christmas with the Joker. Also, Wrestling Star comes from Teen Titans, and Joe's Pizza along with Bone Saw McGraw come from the Spider-Man movie. Minor references!

- I decided to introduce Batman through the sequence presented here cause...Well the BTAS opening is so iconic, it's hard to not do something with it.

- I always wanted Spider-Man to fight a well-known supervillain in the arena instead of some generic joe-shmoe. I decided on Killer Croc mainly because of his origins as a crocodile fighter, and because it allows me to set him up early. Also, he had that one episode in Beware the Batman where he fought Batman in a wrestling area, so I thought that was neat.

With that said I look forward to whatever story comes of this, and I hope you'll all enjoy whatever comes about from it.