Disclaimer: I don't own any Marvel or DC characters seen, mentioned, or used


KAAAKKOOOOM!

Spider-man narrowly avoided being crushed under the monster's arms as he used his suits repulseors to shoot out to the side. Spider-man shot several web lines at the towering creatures legs and yanked them out from under it, causing it to fall on the ground hard.

The monster tried to get back up but Spider-man jumped on its chest and delivered a full powered punch to the thing's head

KRAAKK!

The monster's head whipped to the side before it growled darkly. Spider-man continued to rain down punch after punch on the being's armored head.

'Jeez, it's like punching Adamantium!' Peter thought before he felt his spider-sense flare and he jumped of the monster's chest just as it tried to grab him.

Spider-man quickly placed more distance between him and this unknown entity so he can try and formulate a plan of attack. He's been fighting with this thing for almost half an hour now and so far, he's stumped on how to beat this thing

'Okay so he's capable of taking a full powered punch from me and for the most part walk it off. Those bones of his are tough, my suit's scanners still haven't found out what their made of but whatever it is, it's definitely stronger than steel or titanium' Peter thought as he dodged another powerful blow from the giant and used his vastly superior speed and his spider-sense to dodge the series of punches and kicks coming at him.

Sadly, Peter was beginning to see that the monster's hits were becoming faster.

'One hit from this thing and I can kiss my ass goodbye' Peter thought as he shot into the air and had his suit manipulate two of the miniature arc reactors into his hands and began to fire on the monster's form

"RAAAAAAAWWWW!" the monster bellowed before it jumped up at Peter with surprising speed and delivered a powerful punch to the stunned armored wall crawler

KRAAK!

"GAAAH!" Peter yelled out in pain as he felt three of his ribs break as he was sent flying into the ground and landed with a heavy thud. Peter gritted his teeth in pain as he felt his spider-sense flare again. He looked up to see the monster coming down towards him with it's fists raised and ready to crush him.

Spider-man quickly brought up his hands and blasted the being with his repulsesors at full power, halting the monster's descent and sending him flying away and into a nearby tree. Peter let out a breath of relief before slowly making his way back on to his feet and had the suit scan the damage he's taken so far

The results weren't looking too good, three broken ribs on one side, a cracked one on the other. His suit was able to hold up against some of the force of the blow but not much.

'Probably because that thing didn't punch me at full strength' Peter mused and looked to see the monster in question rise to its feet and growl at him with an intensity that sent a tendril of fear down Peter's spine

Peter had his suit scan the creature's profile for any kinds of weaknesses he can use. A slight limp, maybe a crack in the bone armor or something to help him bring this thing down. Spider-man hasn't felt this outclassed in a fight since he took on the Thing when he was possessed by one of the Serpents Worthy

"At least you don't have a hammer" Spider-man said before he leapt out of the way of a fast approaching tree sent at him "Then again with your strength why would you need one"

The large angry being growled at Spider-man before it began to run towards him with its fists raised

Spider-man seeing this began to blast the large behemoth with his web shooters in an attempt to pin it down. The creature merely powered through and continued it's charge causing Spider-man to swear and leap out of the way as the beast brought it's fists down where he was

KAAAKOOOOOOM!

The impact sent tremors all up and down through the park and Peter swore that the island of Manhattan itself shook from the sheer power of the force. The creature's hit had also uprooted the entire area that they were in and left a large crater

"Holy shit…" Peter said with wide eyes as his suit scanned the grunting creature "And here I thought Sentry, Hyperion, and Blue Marvel were the only guys that could rival the Hulk in the strong department"

The creature grunted before picking up a large piece of earth and chucked it at Spider-man who moved to the side only to have his eyes widen in shock as the chunk of earth collided with a building with so much force that windows for several stories up and below the impact zone shattered and a few floors seemed to have collapsed inside

Peter felt his spider-sense flare and he just moved as the monster soared under him and kept soaring towards the building

"No!" Spider-man shouted as he shot off after to it.

It was then that the brute turned faster than Peter thought possible for it and back handed him away

KAKOOM!

Peter felt searing white hot pain shoot through his chest as he was sent flying back hundreds of feet into a nearby apartment building. He tore through the walls and past screaming residents before he came out the other side and his suit activated his suits repulseors to halt his flight a few dozen feet away from the building he just literally went through

"Ah son of a bitch that hurt!" Peter groaned as he tasted blood in his mouth and suddenly found breathing a little more difficult "Great more ribs busted, this is a record!"

Suddenly his spider-sense flared and Peter saw the large grey monster tear through the hole he made and fly straight for him, it's red eyes burning with a primordial desire to kill and destroy Peter

Peter had the suit hardened itself as he braced for the impact that caused his bones to vibrate. He grabbed the beast's tooth filled maw before it could try and bite his head off

"Yikes someone needs a breath mint or hundred. And a visit to the dentist's office" Peter quipped as he had his form a sort of arc reactor cannon on his head and shot right down into the monster's throat

"RAAAAGH!" the monster let out a pain roar and Peter used this moment to use their momentum and fling the creature over his shoulder and threw him straight down into the thankfully empty street below before shooting off after it.

Spider-man held out his repulseors and painted the falling creature's form in energy blasts and just as they about reached the ground he shot two web lines from his wrist and pulled himself towards the slightly burnt creature's torso and planted his feet on its chest

"Eat asphalt!" Peter yelled before pushing down with every ounce of strength he had in his legs along with the suits enhancements and plunged the beast deep into the ground

KOOOOM!

Spider-man landed in a crouch beside the impact zone and had his suit scan for the creature 'Something tells me that won't even stop him'

Suddenly he got a ping on his suit's communicator. The one calling was revealed to be Miles Morales. Peter sighed as he answered the call

"Hey kid how's things with the Avengers? Take on an alien warlord yet?"

"Boss what the hell's going on? I just felt this earthquake and Spider-girl called saying that Twitter is talking someone dressed in a black version of your armor is fighting some kind of evil looking Hulk!" Miles said in a concerned tone

Peter winced at how much attention his fight was getting and looking around now he can see people starting to look out their windows some with their phones either taking pictures or recording

"It's uh nothing Miles. Just some guy who thinks he can take me in a fight is all. And I'm currently testing out a new suit is all" Peter tried to down play how bad the situation really was before his spider-sense flared and he heard the chunks of asphalt moving 'Looks like the big guy is getting his second wind'

Miles was quite for a moment before he responded "Me and Spider-girl are coming to help!"

"Miles that isn't necessary" Peter said as he jumped back from a outstretched hand that tried to grab him

"Really because I just saw a video of you getting smacked almost four hundred feet into an apartment!" Miles nearly screamed in outrage

Peter was about to respond when he picked up the sound of multiple choppers in bound. Peter looked up and his suit zoomed in to show that they were news choppers 'Oh great… the press has arrived'

"RAAAAAW!" the monster finally freed itself from the ground as it shook itself free of the bits of street on it's shoulders and arms

"Peter?" Miles said with concern in his voice

Peter sighed "Look Miles… this thing isn't something you can get involved in okay? Just one good punch and your dead from this thing. And I won't be able to fight it and worry about you and Spider-girl at the same time. So stay out of it"

"But what about the Avengers? They have guys who can help! The Squadron Supreme even" Miles stated

Peter saw the monster charging towards him, Peter grabbed a parked car and tossed it towards his charging opponent and aimed for where the gas tank is. He waited for the giant to catch the car before shooting

BWOOOOM!

The explosion was massive showing that the car had a full tank when it erupted

"Hope you had great insurance" Peter said

"What, why?" Miles questioned

"Oh I just threw a car in this guy's face and shot the fuel tank is all" Peter said as he watched the monster walk out of the flames with a glare on it's face and some of the burns starting to heal "Great… this thing has a hell of a healing factor"

"Boss I'm calling the Avengers! You can't take this thing on your own, it'll kill you!" Miles screamed from the other side of the line

"Keep New York safe for me kid, yeah? Be a better Spider-man than I ever was" Peter said before he cut the line

The monster growled at Peter as he stood and narrowed his lenses at the beast "Okay big guy…"

Peter walked over to the sidewalk to reach down and picked up a parked car in each hand "Let's see if you can handle me being Amazing!"

The monster roared in challenge before rushing Peter who met the charge with his own. The two met halfway and Peter used the left car and smashed it into the large creature's head, stunning it briefly before he used the other car and rammed it into it's gut

KRRAKK!

Peter began to push the monster back with a few more punches until it suddenly lashed out and grabbed one of the cars and yanked it from Peter's grasp and used it to swat him away

"AGH!" Peter yelled out as he was sent flying down the street before slamming into a passing truck. Peter shakily lifted his head to see the beast rushing towards him with it's fist reared

"Shit…"

"What do mean you won't help him!" Miles shouted at the assembled group of Avengers that consisted of Tony Stark, Vision, Thor (Jane Foster), Captain America (Sam Wilson), Wasp, Hulk (Amadeus Cho), War Machine, Hawkeye (Clint Barton), Havok, Rouge, Black Panther, Winter Soldier, Sentry, Blue Marvel, Ms. America, and Spectrum

Nova and Ms. Marvel weren't their much to Miles's dismay. They were both currently with the Guardians of the galaxy along with Captain Marvel and weren't do back for another week. Steve Rogers was currently in India and the original Hulk was nowhere to be found along with the original Thor.

"Look Miles" Tony said as he strolled up to the boy "We can't just drop everything and respond to every villain that pops up looking for a fight. We need to focus on the bigger picture, not some over size brute that looks dumber than a pile of rocks and looks like his only real talent is punching things"

Miles looked at the man in disbelief "But it'll kill Peter at this rate!"

"Kid, Spider-man has faced people like this guy before and come out on top" Sam Wilson said "The man is tougher than he looks"

Miles stood there in stun silence before speaking "So you're going to possibly let him die because the things he deals with are beneath you?"

"He's not going to die kid" Tony said with a roll of his eyes "He's faced worse than this...Trust me"

"Trust you!" Miles said with his eyes narrowing in rage "Out of everyone here you're the least trustworthy man there is! You've on numerous occasions taken advantage of people, manipulated them, lied to them and betrayed them! Hell you even helped the Illuminati destroy countless worlds, created the Hulk and then later turned against him, tried to lock people up because they didn't want to be government lap dogs and helped destroy Peter's life almost as much as Octavius and Osborn have!"

Tony looked taken back by as did several of the other Avengers. Miles turned around and began to march off

"And where are you going?" Amadeus Cho in his Hulk form questioned with a curious expression on his face

"To help my friend you Hulk wanna be loser!" Miles yelled as he left the room leaving the Avengers in stunned silence as on the way out he threw his Avengers I.D. on the ground

THRAK!

"GAH!" Spider-man yelled in pain as he was sent flying through a car and right into a fuel truck

KABOOOM!

Peter's vision was filled with fire as his suit tried to clear it and keep him from roasting alive. Peter than felt a strong hand painful grab his torso and pull him from the wreckage and throw him into the ground with such force it left a crater and caused a minor shockwave

Peter's vision was dizzy and he heard an odd ringing in his ears as he made out the shape of the monster he's been fighting raising it's foot to crush his head. His suit automatically shot several tendrils out of his legs and yanked him away in time before his brain matter could be splattered all over the ground

'Huh… guess this suit is getting smarter' Peter thought as he jumped on to a building to try and put some distance between him and this seemingly unstoppable monster. For the past five minutes it's been tossing him around like a rag doll. Sure he got in a few good hits that actually seemed to hurt it before it quickly recovered and resumed it's assault on him

'If this thing is acting as a sort of vanguard to the real threat… I really don't want to meet it's master' Peter thought as he gritted his teeth in pain. His suit as reported that all but three of his ribs were broken and it was so far a miracle that none of the bones had punctured his lungs or heart

"Good old Parker luck! Refusing to let me die when I very much would like to!" Peter mumbled out as he looked to see that the monster had leaped up and landed on the same rooftop as him, causing the building to shake from the force of the landing

Peter let out a tired breath as he examined his adversary. This thing would not go down and unless he suddenly got a boost of raw power to rival the likes of Thor, Hulk or Blue Marvel he was screwed

"Why can't I have godlike strength? I'd use it responsible I promise" Peter said to no one in particular as he began to shoot at the approaching monster with every bit of power in his repuslesors while he had the suit form six spider like waldos on his back and shoot his more lethal web variants like incendiaries and acid

The monster held up its arm to block its face and kept approaching "GRRRRRRR"

Peter began to brainstorm on how to defeat this thing when suddenly he noticed something in the corner of his vision. He looked to see in the distance the Baxter building with the Human Torch flying in circles above it.

"Baxter building… it could work" Peter thought as there was one thing that could help him in there but the risks were high, like crazy high but if he can lure the creature there…

Peter's spider-sense flared and he just barely dodged a swipe from the monster's bone pointed knuckles "Ah fuck it, it's worth a try!"

He then leaped across the building and landed on the other side and whistles loudly at the growling behemoth "Yoo-hoo, come and get me ya inbred looking cave troll!"

The monster roared and jumped after Peter who against his better judgement smirked "Atta boy!"

He then turned and began to run and jump as fast as he could while contacting Johnny's communicator. Several seconds passed before the man answered

"Hello this is the most important and popular member of the Fantastic Four, Johnny Storm, how can I make your day all the cooler?"

Peter had the suit disguise his voice to that of Steve Rogers so that way Johnny wont hang up on him "Son I need your help with something very important!"

"Whoa Cap? I thought you were in India with Sue, Reed and the X-men, what's up?" Johnny asked

"Johnny is there anyone inside the Baxter building at the moment?" Spider-man questioned

"Uhh no, Franklin and Valeria are out with Ben to see a movie why?" Johnny asked

"Right now I'm leading a very dangerous monster their and plan to use the teleporter to the negative zone to get rid of it! I need you to disable the security because I'm coming in fast and so is this thing!" Spider-man said as he barely moved out of the way the monster nearly landing on him

Johnny spoke uncertain as Peter saw him land on the building from his location "I don't know Cap that sounds kind of dangerous…"

"Johnny for once in your fuckin life do as your told or so help me I will make the hell you experienced at the hands of Annihilus look like paradise, do you understand me!" Spider-man all but yelled

Peter could hear Johnny suck in a breath as he heard 'Steve Rogers' threaten him and was quite for a moment before speaking quietly "A-Alright Cap… no problem"

"Thank you Johnny…" Peter said before he cut the line and launched himself into the air and used his web shooters and several waldos to keep ahead of the snarling monster behind him

It was then that Peter was beginning to notice it was getting hard for him to breath and his vision was becoming blurry

'Shit, those broken ribs are taking their toll and some of the bone must have chipped something inside' Peter thought as he latched on to the side of the Baxter building and began to run up it at full speed as the monster slammed into the building and began to claw its way up after Peter

Soon Peter was on the launch pad and came face to face with a surprised Johnny Storm

"W-What… Peter?" Johnny said in surprise

"Sorry Johnny but it's been nice knowing you" Peter said before he shot a glob of his suit on to Johnny and had it form into a repulseor and before the man could move shot him off into the sky and away from the building 'He can hate me later, right now all that matters is getting this thing inside'

Peter turned to see the monster finally make it to the top and Peter activated his suit's largest arc reactor that began to glow brightly and fired full powered beam at the approaching beast

VVVVVVJJJJJJWWWWWWOOOOOOOOMMMMMMMMWWWWWWBBBBBBB!

The beam of energy nailed the monster right in the eye and caused it to let out a roar of pain as it clutched it's now smoking eye

"HA! Not so invincible now are ya!" Peter gloated as he began to rush towards the lab knowing that this monster was now out for his blood. The sudden loud and rage filled roar confirmed his prediction as the building began to shake as it tore it's way after him

"I hate when a plan like this comes together" Peter said as he finally made it inside and quickly rushed to the Negative Zone portal and began to type in a series of commands. He may not be as smart as Reed Richards is but he's willing to admit he's come up with some pretty ingenious things over the years that's stumped even the world's smartest man a time or two

"Come on baby work with me" Peter said as the portal powered up and activated "Thank-"

KOOOM!

The monster busted through the wall and faster than Peter could react grabbed the wall crawler in a painful grip and begin to squeeze the life out of him. Peter began to scream in agony as he felt his fragmented ribs begin to tear into his internal organs and while his suit began to blare with warnings about extreme damage and massive internal bleeding.

Peter out of instinct aimed both his suits repulseors at the creatures growling face and fired at full power. One of the beams hit the wounded eye causing the monster to roar in pain before it reached up and shoved the beam away and by proxy dislocated Peter's shoulder

Unfortunately, the beam than hit the Negative Zone just as it opened it up and created a large blinding explosion

BWOOOOOOM!

The force sent both Spider-man and the half blinded monster back and right into a table as the energies in the portal vegan to form a sort of singularity in side it and started sucking in everything around it.

And alarm began to blare as the singularity gained size and power and both combatants began to stir, Peter just barely as his body was nearly broken and was only being held together by a combination of the suit kick started his healing factor into over drive and sheer stubbornness

Miles Morales had just landed on the roof of the Baxter building after falling the trail of destruction when Johnny Strom landed before him with some kind of black tar substance in his hands. For a moment Miles thought it was a symbiote but saw it wasn't reacting to the fire Johnny was covered in

"Mr. Storm sir!" Miles said catching the man's attention "Where's Peter and the monster!?"

"Inside, what the hell is going on here!" Johnny yelled in frustration and annoyance before suddenly the building shook and a loud alarm went off

"What's that?" Miles yelled over the alarm

"The Negative Zone transporter is destabilizing and is currently creating a unstable singularity that could either in theory send one to another plane of existence or a black hole!" Johnny yelled

"How do you know?" Miles yelled back as both men ran into the building and followed the wholes made by the unknown creature

"Reed's mentioned it a lot whenever he catches me messing with it!" Johnny said and just as they approached the lab another explosion happened and sent both heroes flying back

SPAKOOOOOOM!

"BOSS!" Miles yelled out in horror as a dome of white Energy appeared and engulfed a small portion of the building that Reed's lab was in

Peter's vision slowly cleared in time to see two large boots attached to bone encrusted grey legs approaching him. He looked up to see the monster he's been fighting with a large burn mark where it's eye used to be with the rest of its face also burned pretty bad and looked like it's healing factor was slow going at repairing it

The monster looked down at Peter and for the first time since he started fighting it he saw emotion in it's one good eye

Sheer and utter loathing and contempt for him

"Heh… I g-get that a l-lot…" Peter choked out with blood filling his mouth as the monster slowly raised its arms preparing to crush him when suddenly everything went white…


And done

Next chapter Peter's titanic fight with this Doomsday ends with the timely arrival of new allies meanwhile people back home realize what just happened to the poor underdog that was Spider-man from Julia herself…