Yeesh, Now that is something else entirely

Treyalexander63917: My man! Haruna was just okay for me, nothing to special to write home about... And that's what fan-fiction is all about! And the RWBY reference? Kinda a project I'm in the middle of discussing with another author. And yes, destroying the current Pyon-Pyon Warp-Kun will not stop Lala from making another, as well as fine tuning other inventions to aid Rito and 'Other Heroes'... *SPOILERS*

Preordered Endgame tickets and will she what lies ahead for the franchise. It will most likely shape how the future of this story... Maybe, with fan fiction and glory of hindsight, I can change the ending to suit what this story would need. Can't wait to see Ant-Man jump in Thano's butt.

(Post Endgame)

...HOLY SHIT, THAT WAS AWESOME. And with that, I have my full timeline of the MCU. Sadly no butt action...

(Spoiler!)

How the hell did you make me cry because of a cheeseburger?!

I do not own any of the manga/anime/movie properties you will find in this story


New York City. A place a average guy dreamed be the highest anyone can go. Never thought it could go to shit so soon, huh?

"Boss! Can you hand me another battery? This one's dying!"

A man in a boiler suit and baseball cap overlooking the destruction of what was Grand Central Station turned to see one of his workers, and African american man, try and saw out power cores inbedded into a piece of a alien transport, a hover chariot? Stupid Aliens..

The man walked over and picked a strange sharp tool "Don't bother sawing that, these alien bastards are tough!" The man with the saw backs away as the man from before stabs the edges of the cores, which just pop right out. "You got to use the stuff They use, okay?"

The worker nodded as He took the tool "Got it, Thanks Mr Toomes." He said, getting back to work, having an easier time

The man known as Toomes "Don't mention it, just when your finished here, help with some of that armored plating, okay, shultz?" The worker known as Shultz nodded, so Toomes knew He got it. Before leaving, Toomes noticed the saw looked a little worse for wear, So He picked it up and walked to a table on the edge of the worksite where a man sat, tinkering with some equipment. "Mason!"

"Ah!" The tinkerer epped "Oh, Adrian? Another broken?"

"Yeah, mind taking a look at it?" The man known fully as Adrian Toomes lay the tool on the desk

"Of course, after I finish this broken lamp, one of those fins sagged and dropped it from the ceiling." He said, gesturing to the large behemoth that was once an airship

Before Adrian could say anything to the tinkerer, a flap covering the entryway into the area opened to reveal to workers who were late for the job. Jackson Brice and Philip Watson, two of the biggest pain in his asses under his employ but they did their work fine enough "Finally decided to show up, huh?"

Jackson Brice, a man of Caucasian descent and absolutely lazy attitude and feel about him, shrugged while carrying a cup of coffee and a bag lunch "My alarm didn't go off."

Adrian rolled his eyes "Yeah whatever, just hurry up and begin stacking that armored plating, Herman will be there later to help."

Jackson nodded and swaggered off and leaving Phil behind. Phil was also a Caucasian man with bright red hair bearing a deep scowl on his face "And you?"

Phil's scowl deepened "Those damn kids of mine, can't give a damn second of peace.." He grumbled

Adrian frowned "Kids will be kids, suck it up." He gesture to a to the entry way "Go grab a truck and help haul some of this stuff out, capisce?"

Phil growled but did as He was told, only because Adrian was in charge of his paycheck. Adrian frowned, just not liking Philip but couldn't place a finger on why. The attitude? The always pissed off nature? Or that He always talked badly of his children? Adrian loved his daughter and thought the world of her, which was He is doing his best to give her a good life

Phil and his bullshit could wait for another time. He had to-

"What the hell?" He heard Phil say

He turned to see Phil stand before several unknown people in hard hats, led by a large woman in a green dress. "Attention please!"

All the work around him stopped as his men and himself regarded the woman

"In accordance to executive order 396b, All post battle cleanup is under our jurisdiction, I personally thank you for your work but We will take it from here."

Murmurs erupted as his men started talking amongst themselves, wondering what this lady was talking about, something Adrian wanted to know himself "Who the hell are you?"

One of the people in hard hats next to her say boldly "Qualified personal."

Adrian didn't want to hear this "Look, lady, I got a city contract to salvage all this, We're the city's-"

The woman in green cuts him off "I apologize, Mr Toomes, but all salvaging operations are under our control." Adrian swallowed a lump in his throat He didn't know He had "Please turn over any and all exotic materials that you have collected, or you will be prosecuted." She says, walking away to speak with her people

Adrian was at a loss, this could not be happening! He ran over to the woman again "W-wait! Please!" She turned back to him "I brought trucks for this job.." He gestured to his workers of almost 60 men "I brought in a whole new crew, They have families they need to feed, I have a family..." Adrian's voice started to waver "I.. I went all in on this... I could lose my house for this..."

The woman shook her head "I'm sorry, sir. There is nothing I can do." She said very much uncaring as She walks away from him again

Adrian stood there, horrified... How was going to pay the bills now... His wife.. His daughter... How was He supposed to support them now that They might end up homeless...

One of the men in the hard hats regarded him "Maybe next time, don't over extend yourself." He smiled.

Phil;s eyes widened as He took a step backwards, Mason held his hands to his mouth in shock and everyone else just stared with baited breath. Adrian Toomes?

He smiled. "He's right. I over extended myself." He says before socking the asshole in the jaw sending him to the ground. This got the attention of his friends who decided to pull their guns out on Adrian, but He didn't waver. His family's future was at stake!

"Enough!" The woman in green cried, She eyes her men to withdraw their weapons and they do so before looking straight at Adrian "If you have any grievances, You may bring it up with my superiors."

He growled "Your superiors... Who the hell are they!"

THEY... were The Avengers.

Or to say, Tony Stark. He had decided, on a whim, to fund a little project called 'Damage Control', suppose to be about cleaning after superhero messes or some crap. Leaving him in the dust. Now He was sitting in a run down old warehouse, a handful of workers who stayed behind to salvage what they can from his dying project , glaring a TV screen that presented Stark's smug face in living color.

One worker, Herman Schultz, reclined on a sofa "So the assholes who made this mess are getting paid to clean it up, huh?.."

The tinkerer, Phineas Mason, messed with a power core and a broken fan "Yeah, it's all rigged."

Jackson Brice took control of the second couch in the lot as He napped

Philip Watson kicked a can across the area and hit a truck with a tarp over it. Curious, He looks underneath and finds a large load of alien tech "Adrian? Isn't this supposed to be taken by those assholes?"

Jackson opens one eye and mumbles "I ain't hauling it." before closing said eye

Adrian took one at the load. That junk that was now useless to him and his family...

Phineas said offhandedly "Shame, You could make some pretty cool stuff with this junk."

Adrian raised his head. "Huh?.." He then saw the fan Phineas was tinkering with... being suspended perfectly in midair... He smirked "Tell you what... Let's keep it!"

His crew turn to look at him as He smiled triumphantly

"The world is changing, boys! It's time We changed too!"

Adrian Toomes groaned as He awoken. This wasn't right...

His wife of several years mumbled in a dreamlike state "Adrian?...*Yawn* Izzat time for work?..."

Adrian looked to his alarm clock, it wasn't even 4 yet.. "Now... Just had a... weird dream..." There was something... in his gut just telling him... today was going to be... different..


"Open up and say 'Ahh'"

Yuuki Rito doing as He was told, sat on a bed in the school's infirmary. A wooden stick was pressed on his tongue and a very well endowed woman checks inside his mouth, She lets go and checks his heart-rate and give a soft hum

"Hmm... And you went so long without coming to little ol' me, Yuuki-Kun." She said, in a less serious and more teasing tone

The boy blushed in embarrassment "Well... It's not like I like going to hospitals, Sensei.."

The woman coughed for a second before composing herself "Well... I don't see anything wrong with you, Yuuki-Kun. What did you say was the problem again?"

Rito sighed "I... have been having these weird thoughts lately... And when they happen, I feel... I don't actually know... And that kinda scares me.." He said, putting his right hand on his left, The one that stopped working first.

Mikado-sensei looks at the boy with full seriousness "And may you describe these... thoughts?"

Rito cleared his throat "It... Starts with the last words I said to my mother... Before She passed away... I said truly terrible things, And I can never take them back.."

The doctor just stares, allowing him to continue, Though He had to be tactful. Don't want to reveal his identity to his doctor..

"Then... Everything with the green goblin, Knowing it was Mr. Osborn... And how it affect Kenichi... and his perception on Spider-Man... It makes me feel so useless as a friend..."

Mikado frowned "And these thoughts?... Do they keep you up at night?"

He swallowed "Yes... I'm even starting to have ... Nightmares..."

"Nightmares?" The doctor said alarmed "Do you think you can describe them?"

Rito looked at her unsure of how to describe his power loss to her "In my dream... I AM Spider-Man.." She looks at him, listening intently "But in those dreams, I am always late... I see my mother bleed... I see Mr. Osborn bleed... Crowds everywhere are deeming me a failure... and I believe their words to be true..."

Rito swallows again and looks at her in her green eyes, filled with understanding

"I seem to be losing myself... I try to things Spider-Man can do, but I fail... I try to fire webs, but nothing comes out... I tried to stick to walls, but I only fall..."

Mikado bites her lip and looks to the side "So you're Spider-Man.."

"In my dream!" He says quickly

She looks at him strangely "Right, In your dream..." She drawls "I believe you are just under the stress of growing up... Those events happen so close to each other, The green goblin's reveal after your mother passed shook you hard as you were still reeling from her death, I believe You just need a break from it all."

"A.. Break?"

"Yes, A break." She confirms "You are still young, You should never have these thoughts until you were much older and wiser, so You could handle it." She moves a hand close to his face and brushes a bang of hair away from his face "I want you to look deep inside yourself and fight it out."

"Fight... It out?" He said unsure

"Of course." She gives a playful wink "You are 'SPIDER-MAN', of course."


She watches the young man leave her office. She waits until She could no longer hear his footsteps til She let our out her breath

"Yuuki Rito is losing his powers?... I pray it isn't so..."

She looks to her desk, directly to a framed picture. One of her as young girl in a school uniform, standing next to a blonde girl in a similar outfit, smiles on both their faces. Her mind goes to a face of one who looked similar to her old blonde friend, The young girl who needed the Spider-Man to push through...

"For all our sakes..."


"Fight... It out..."

"Hey, Rito! You in there!"

Rito blinked until He looked to his side to see his friend staring at him "Kenichi? Sorry, I just spaced out..."

His friend scoffed "No... Really? I couldn't guess as you just kept mumbling through the assembly.."

They sat in a crowd of other students in the courtyard of the school, many anxiously waiting for the results of the final exam with that being all many of them cared for

"What did I miss?"

The heir shrugged "Nothing much, just same old same old. Congratulations on another great year, blah blah, proud of your test scores, blah blah, big boobies are beautiful.."

Rito blinked "The principal already spoke? Jeez... "

He waved it off "Like I said, you missed pretty much nothing."

"Have they said anything about the trip yet?"

Kenichi shook his head "Nope."

The hidden hero sighed "Well, I'm a little nervous.." Depending on the circumstances, I might not even go. Sainan needs a superhero and I don't quite trust Yami yet. Not for a lack of ability, more on a lack of restraint on sending people to the E.R... along with health issues.

"For what? Our class has the smartest eggheads in the entire school! You, Lala, Haruna, Kotegawa, Me peeping on your test while you were distracted, Risa being a surprising well versed student, We got this in the bag~"

Rito glared "So you were reading my test!" He harshly whispered

Kenichi shushed him "Quiet will ya! You can thank me for getting you and Haruna-San on a full week in the city of romance~"

"That's Paris, you numb nuts..."

"I am not a miracle worker."

"Ahem~!" Their attentions were brought back to the front of the court yard as a portly man in a burgundy suit, shades and a large bandage on top of his bald head.

Must've said stupid to make himself get hit, Rito thought

The principal smiled "As I was saying, students, before I was pelted with rocks." A few murmurs from the first row made Rito realize it was girls who pelted him with rocks "I want to congratulate all of you for a hard job done and hope this year continues with battles well fought."

Rito smiled, impressed the man can stay on topic... for once

"And I will like to speak of one class in particular, the class the won the illustrious trip to New York City, where we will be partnering with our sister school, Horizon High to ensure a fantastical trip as their 'Onii-Chan's'!"

We're losing him!

The man pulls out a letter "This trip will ensure a visitation towards famous landmarks like the Statue of Liberty, Empire State and the amazing Avengers Tower-OoO~!" He giggled in a gleeful tone..

Wait... We are scheduled to visit Avengers Tower?! Rito's mind drooled, his one day home away from home? Count him in!

"Oo~! Maybe I can visit as well and meet that sexy Black Widow~! Or Scarlet Witch-Chan~!"

'READ THE DAMN LETTER, YOU DAMN PERVERT!' His thoughts must've spoke loudly within the eyes of the other students as the principal jumped as He felt as if a million glares pierced his body with impatience

"Oh of course.." He quickly opens the letter and reads a paper "Hmm... The winner of the trip is... Class 1-A!"

Class 1-A... His class!


"YES!"

School ended after the assembly but the door remained opened as the students were permitted to use the classrooms to celebrate their achievement, and congratulate (And be slightly jealous of) Class 1-A on winning the trip. Their homeroom was the center of the party with the entire hall used by the school to socialize in. Everyone was having a blast.

Except Yuuki Rito.

"Wait what?!"

Momioka Risa smiles at the boy as She presses some yen into his hands "We're running low on chips and dip and it was decided that you, Yuuki-kun, will go get some more!"

Rito grumbled at the money in his hands "Why wasn't I part of this decision?..."

"You are now!"

He sighed "If I have to..."

"Thanks~! With love!" She teases as She walks away leaving the hidden hero to grumble as He looked at the money

"Better make this quick..."


Saruyama Kenichi roamed the halls of Sainan High trying to converse with the women and see if He would be able to get some action.

The blackeye He sported showed his results.

He made his way back to the classroom and saw the group of girls He and Rito known as their friends. Perky Risa, Moe` Mio, Off-limits-as-of-bro-code Haruna, Demon daddy Lala and Sexy glasses Run-chan. He counted them as their friends as the boys would regularly converse with them and... They didn't have many friends.

"YO~!" He strolled up to them as They looked at him.

Sairenji turns to him "Oh Saruyama-Kun, how are you?"

"Oh fine, just wanted to see how you ladies were doing?" He tried saying smoothly.

Risa smirks, crossing her arms "We're fine, gonna start talking about our cup sizes soon.."

"Is that so?!" Kenichi says excitedly "If you need a second hand opinion, I can gladly offer my opinions and-" Risa quickly flicks his and smirks as He stutters, looking around to see many girls now covering their chests "...You were just screwing with me, weren't You?"

"You make it so easy~" She teases

"Walked right into that one with ease..." He looks around "Have you seen Rito? I don't see him anywhere."

Risa blinks "Oh yeah.. We ran out of some snacks so He got singled out to pick some more up."

Haruna looks towards the window to see the setting sun "Will Yuuki-Kun be okay by himself?"

Kenichi smirks, The young princess worrying for her dashing... Blacksmith? Knight doesn't really suit Rito, nor Dashing "He'll be okay, He might be a little scrawny but I think He can handle a few bags of chips."

A sudden sneeze catches everyone's attention before a large puff of pink smoke fills the air. It clears up to reveal Ren Elsie Jewelria standing in the middle of the room in a schoolgirl outfit and glasses. Everyone stares as He screams and bolts out of the classroom

The class is left in silence.

Lala laughs "AHAHA! Ren's pretty funny!"

"OHOHOHO!"

Kenichi swore under his breath "Damn it..."

Three girls strolled in as the leader of the group obnoxiously laughed into the back of her hand. She was Tenjouin Saki "Ohoho! I applaud the class of my rival's! You all have won the prize!" She laughs with her arms wide open.

Haruna tilts her head "Rival...s? As in plural?"

Saki spins to face her "But of course! Not only did Yuuki Rito dare to score higher than I again!" She then points at Lala "She does the same!" She clenches her fist "First She attempts to steal my place as most beautiful student, now She even steals 1st place in our regional tests!"

Lala blinks "Oh really? That's cool."

"THAT'S ALL YOU HAVE TO SAY?!-" Saki coughs "In the spirit of good sportsmanship-"

"Baloney!"

"GOOD SPORTSMANSHIP!" She glares at Saruyama who returns the favor "I present to you all a grand feast!" She waves her arm to a door to see carts being pushed in with various tray on top. Every student nearby watches the carts in awe as They open to revealed delicious looking food.

Saki says with a smile "As they say, Bon appetit" The students ran over and began to dig in

Saruyama and the girls join along and take plates to try the cuisine, but doing so, Saruyama accidentally bumps shoulders with one of the staff "Oh, sorry dude."

The man shakes his head "Don't mention it..." He waves as Saruyama nods and walks to the food "Rich boy.."


"Okay, I got some Lays, Tostitos.. and some half-off cheese dip, lucky me."

Yuuki Rito walks out of 7-11 as He had finished paying for the snacks He was tasked with collecting, He had went to a far off convenience store that sold the products He like at a relatively cheaper price then anywhere else. Hey, if He had to get stuck on snack duty, He was gonna be a penny pincher as much as He damn well pleased.

He sighed "The money She gave me wasn't enough to cover what the approximate amount to feed the class, so I had to dip into my budget..." He said mournfully for his wallet, He shakes his head and walks into an alleyway "I just hope I make it back in time to see if I can talk to Haruna-chan.. Maybe try and get us to visit the sights, that could work as a break, right?" He reaches a lone discarded bookbag behind a dumpster and strips of his uniform and pulls out his red and blue spandex

He slips on the pants of his costume "That could be the icebreaker I need, I show her the sights and show off my New York knowledge... We can slowly get a feel for each other and see if I could confess then..."

He slips on the shirt of the suit "Maybe finally be boyfriend and girlfriend?... AH! One step at a time, Yuuki!" He shook his head roughly while slipping on his boots

"Like where to go first! Hmm... Avengers Tower is a last day sort of event, and I don't think Haruna-Chan would be in a hurry to see it..." He says slipping on his mask and waits for it to boot up "Maybe a club?... No, clubs aren't places for minors..."

He shoots an arm forward and fires a web, allowing him to fly in the air "A ball game? No... I know She doesn't like baseball.."

He releases and gives a Spider-Roll Spin, a movie? No... It would be cheaper here.. and easier to understand since it would be in Japanese...

He latches onto a flag pole and is catapulted away. No way in hell can I afford a Broadway play...

He lands on a roof top to get a bird's eye view of Sainan High, Coney Island is shut down around this time... DAMN! I'm running out of Ideas and...

Rito sighed "And I always wanted to visit Coney Island too..." The pain of Spider-Sense erupts in his brain "Gah?! Spider-Sense? Oh no, What now?!" He could see it pointing him towards.. the school?!

"Huh?.. The school?.. What could-"

ESPECIALLY WITH WHAT WE HAVE PLANNED FOR THAT PREP SCHOOL!

'No... It was what He was talking about... I was so worried about my powers.. Damn it!' He fires two web shots at two separate lampposts and tug hard. He then slingshots through the air

"I can't fail this time!"


"Oh~! This pasta is good~!"

The merriment of the school was quite alive as They dined on exquisite cuisine. The amount of carts were numorous but still managed to be quickly dwindled down to grease stains on silver.

"Can't wait to for this trip!" One student said aloud

"You said it!"

Saruyama Kenichi chuckled as He sipped on a soda. "Rito sure did miss something..."

Had to leave just before all this food came in? What a sucker...

A clap caught everyone's attentions as the clapper was revealed to be Tenjouin Saki. She was standing in front of the cook He accidently bumped into. He must've been the head then.

Tenjouin smiles while curtsying "I thank you for this wonderful meal."

The chef smiles a rather creepy smile "Oh, The pleasure is all ours..." He drawls, must've been thinking about Tenjouin undressing or something..

Suddenly, the head grabs Tenjouin and puts her in a headlock. Kujou and Fujisaki, Tenjouin's posse, react in shock "Saki-Sama!" Kujou goes to pull out her shinai when

"Ah-Ah Ah~!" The head pulls out a gun and aims it at Tenjouin's forehead "Weapons down or her pretty little brains go splat."

Kujou, glaring angrily, reluctantly drops her sword "Damn it..." She says as one of the other cooks runs over and picks it up

The head laughs "We run this business, and please, no one think about being a hero or.." He takes his gun off Tenjouin's forehead for a second before aiming it at a teachers desk, He fires and... the desk disintegrates into dust.

He could See Lala tilt her head "Huh?.. Humans have lasers?..."

No... Not for the next few years that is... How did random thugs get their hands on tech like that?!


Spider-Man lands in the courtyard of the school and is met with a long line of white vans, He quickly sneaks up to them and presses his ear against the metal door. He begins to hear loud mumbles which made him open the door to find various men bound and gagged

"Uh... Am I interrupting?..."

He hops in and ungags one of the men, who coughs when freed "Thank you... We were attacked on our way here... They went inside.. with strange weapons!"

Spider-Man's eyebrow rose "Strange weapons?"

"They were glowing... One left a burn next to your foot.."

Spider-Man looks to the ground and sees a strange purple scruff mark, which He focus on the mark as his lenses had been upgraded with Devilukian technology and was able to scan substances. He had only tested it in his room and now it was to be tested in the field. He scans the residue and analyzes it, finding his results... inconclusive? "Strange... Looks like... This stuff isn't even on the periodic table!" He hops over and unties the man He ungagged and looks him in the eyes "Untie your friends and go, I'll handle these guys.."

He leaps out of the truck and quickly leaps to a wall and climbs on it, passing by a window. In a small opening, He could see many students on the ground, covering their heads as a person walks by, making a few of them whimper. Rito gulps

"Hostages... I need back up..."

He dials Yuri as She picks up in a annoyed voice

(What is it this time? I have enough on my plate with that flipped car and-)

"Yuri!" He says in a whisper "There are Gunmen in Sainan High as We speak, They have hostages!"

The line was silent for a moment before Yuri drops her annoyed tone and was more serious (How many?)

"No Idea, I just got here... I'll do my best to recon these guys and try and lead the kids out."

(Very well, Stay out of sight and make sure nobody gets hurt..)

"Of course. Just send me some backup... and have paramedics on standby." He cuts off the call and slowly crawls on the wall "I have to get inside... How though.." He sees an air vent conviently in front of him "I can use these to get some better vantage points from the inside."

He quickly breaks off the vent and enters "It's like my own private Vent-trance!" He crawls inside and finds it remarkably big. He heard Kenichi say that the principal purposely made them large than usual to easily peep on the girl's locker rooms before He got to fat, seems like there is some truth to that. "If that's true, I can exit from a locker room..." He quickly travels and sees a lone male student in a locker room, talking to himself

"Man, I'm lucky to have a guy's uniform on standby, Now I can go and converse at this party with Lala-Chan!"

Of all the people He could of met, It had to be Ren... He had to stop him before He gets spotted, not because He particularly liked the guy, It's just He would take Run down with him. He gave a small noise to alert him "Psst!"

Ren looked confused and looked around "Huh? Who goes there?.."

"Up here." Rito signaled towards the air-vent above the transforming boy who appears shocked

"Spider-"

"Shh!" Rito shushes him quickly and whispering, climbing out of the vent and slowly lowering himself in a elaborate pose, hanging upside down "We got trouble, bad guys have all the students captured."

Ren's eyes widened "That means Lala-Chan is in trouble, I have to save her!"

And leave everyone in the dust? that's a no-no "Not so fast, Don Quixote, We need to strategize to get everyone out safely." Rito tries to calm him down, and is lucky when the idiot decides to shut up and listen "I am going to travel through the vents and taking down any gunmen I come across and disarming them, I need you to follow and lead any hostages We find to the nearest exits, take any disarmed weapons and get them out of here."

Ren crosses his arms "Running away is not a manly thing to do.."

"That doesn't matter!" Rito says annoyed at the boy who wasn't taking this seriously "'Manly' doesn't matter here, What matters is making sure everyone lives!"

Ren appears shocked to be yelled at before deflating his pride, at least for a moment "R-Right..."

Rito sighs "Okay, I'll go on ahead, I'll do my part and you do yours, and try to get yourself or anyone hurt."

The prince nods, making Rito pull on his webbing and zipped right back into the vent. He sighs 'At the very least, I can make sure Run isn't hurt..'

Rito climbed through the vents for a bit before reaching an opening. He sees a man in a wife-beater hovering over several scared students, each to scared to moved. Suddenly, One breaks formation and charges at the gunmen. The gunmen, angered at the student smacks him with the butt of the gun, knocking the kid over. This left the bad guy unaware of the slowly opening airvent above him as He aimed at the kid.

He said in a gruff voice "Nice work, HERO." He mockingly said.

Rito quickly fires two web shots into the man's shoulders, and before He could react, Rito yanks the man up into the vent, making him drop the gun and webs him to the ceiling. The man, realizing what was going on, looks at Rito who chuckled under his mask and pats the guy on his cheek

"Oh thanks, I do try my best~" Rito was about to hop out before catching a peek at the man's shoulder to see a walkie talkie attached to it. If these guy's were using these, I can maybe listen to what these punks are talking about and can get an upper hand! "I'll be taking this~" Rito cheekily say, swiping the radio.

He drops from the vent and lands on the ground in front of all the kids, giving them a shock

"Hey Howdy-Hey!"

"Spider-Man!"

Ren pops in from a hallway and speaks to the people "Students, I, Ren Elcie Jewelria, will lead you out and-" He stops in the middle of his walk to Spider-Man before noticing the dropped weapon "Why is it glowing?"

"That's your-Wait..." Spider-Man picks up the rifle and inspects it "This is just like what the Chitauri used! Why is it here?" He asks calmly while freaking out mentally "Never mind, Here." He tosses the rifle to Ren "I need you to get this out of here, stay out of sight until you get out, The police are on their way." He warned before pulling out the radio. "I'll send more your way. Only use that thing for emergency's, Okay?"

"...Of course..." The prince said slowly, his hand tightening around the gun, faintly glowing

'I don't like that hesitation but I can't stop now...' Spider-Man thinks as the genderbent alien leads the kids down the hall. The radio became synced with his headset as a connection was made

"Mori? Got those brats to stop whining yet?"

Rito coughed and said "Yeah, Got them ta shut up." He said, manipulating his voice to sound like the guy He just webbed, a skill He decided on a whim to learn

"Good, all We need to do is wait for the boss to work out that ransom."

Ha! And Mikan said it was a waste of time! He shakes his head "How is that ransom coming again?"

"Good I suppose, one of those rich kids from earlier gave boss some trouble so He decided to rough him up a little."

Eyes narrowed "That so... Well, I'm going. A kid is stepping out of line here."

"Fine, and get some cough medicine, you sound like you have a cold."

Eh... His voice acting needs work. He webs back into the vent, to the shock of the guy there and crawls away. "He said rich kid, so I can only guess He meant Kenichi... Maybe They are in our classroom..." He crawled some more before noting the crawlspace "Y'know, for a dirty old man, The principal has remarkably clean air vents."

He crawled further to where his internal GPS told him He was on top of his classroom. He peeks down the air vent there and sees a man hold a student in a headlock while on the phone

"Thats right, I have the whole school on lockdown, My boys and me will start blowing heads off if I even SEE a boy in blue!"

"How bout a man in red, white AND blue?" Spider-Man quips as He plans his next move "I need to get the drop on them somehow..." His eyes widen "Maybe..."


Lala stared at the men in confusion. She had no idea what was going on, but joined everyone else on the ground nonetheless

The young princess turned her gaze to the man holding Saki, the nice girl with the evil laugh, and more specific, the weapon in his hand. She was strangely drawn to said weapon, but not to use it, She more rather study it. It seemed to look like any other gun, but it had the ability to disintegrate objects.

Such a weapon was unusual for earth, who still used bullets and such, and a thing about the design really grabbed her eye was the glowing purple stone on top of it. It looked to her like a power core, a high level one at that. She had seen some of these when Zastin had tutored her on various weapons of war from various point of the universe, so She knows She seen that specific power core once upon a time...

"Tch..."

Lala's attention was turned to the girl who was in the leader's arms. Her face in a very nervous expression but her eyes... They held a burning fire in them.

"So this is your plan... Kidnapping a bunch of school children? And for what? A large sum of money? That's your endgame?.." The muzzle of the weapon pressing on her cheek silenced her as the leader leered.

"Not so clever now, huh bitch?" He laughed "But no, Our ENDGAME is earning the fear and respect we deserve in this society. It's the real currency of the world."

Lala tilted her head "I don't get it, why?" She said aloud. This captured everyone's attention, especially her classmates who looked at her aghast for such abrasiveness and the leader who looked at her as if She grew a second head.

The man tossed Saki at another member and walked to where Lala was "Because girly, This world is changing and not for better, freaks from space rain from the sky, science experiments turn Joe-Smoes into raging destruction machines and smartasses decide it would be a smart idea to dress up in spandex and play hero." He spits to his side "Makes life difficult for upstanding gentleman like myself to make it in this business."

"But... Isn't what you are doing bad?..."

"Good and bad are irrelative, girly," He chuckles while patting the magazine holder of the gun "What matters is Power.. and those ready to use it to win."

"No... It's great responsibility that comes with great power." She said defiantly

"Now who says something retarded like tha-!?"

*Thunk*

"Eh-"

"Ah! What the hell is on me?!" Screamed one of the henchmen as He view a strange metal circle on his chest. Another man walks up to him

"Is that one of ours? I don't remember-" Suddenly the metal object fires a long line of webbing at the speaking man, who stares in shock before being pulled into the attached man and they slam into each other

Lala blinked, That device... It could only be the work of-!

Suddenly, the lid of the airvent on top of them is kicked off it's hinges and hits the leader square in the face "Yes! The trip mine is a resounding success!" Popping out of the airvent and landing on the ground was... Rito! "Bless whoever who threw away those old calculators.."

The class erupts in "Spider-Man!" in various states of tones, a majority were pleasant voices of joy, Saki looked absolutely bewildered and Kenichi?... He looked very angry...

Spider-Man lifts his hand's and fires a web at the ceiling, He then swing-kicks into the leaders stomach, sending him through the door out of the classroom. He says aloud, not looking at them "I'll handle these guys, Follow the west wing, I cleared out another pack of goons there before I cme back to trip mine those guys, the police are on their way." He begins running to the door when

"Why should we listen to you?"

Everyone turned to the speaker who was Kenichi, who glared at his friend in secret. Lala saw Rito flinch at the sight, He didn't like talking about it so She tries not to talk about the goblin, who was Kenichi's papa, because it made him really sad.

Rito, looking and feeling very awkward, just stared at the ground "...Because... I'm..." He hesitated before running out the door.

Everyone stared at the exit as they begun to hear the sounds of combat outside. Nobody moved

Suddenly, Saki's friend, Sword lady She didn't know the name of, announced "It would be best if We heeded his advice and make our way off the premises now." She said pointing her stick at the door. Everyone nodded at her words and filed out of the class room and going down the right hall to avoid the sounds of fighting to the left.

Lala was about to get up as well until She noticed the weapon from earlier on the floor. She just couldn't shake off the Deja vu that came from looking at the thing, She HAD to know...

She picks up the weapon and calmly places the device into the storage feature in her D-Dial for safe keeping. She follows out the door to see Kenichi standing in the hall looking down the left side. There She see Rito and a bunch of guys, who seemed to just arrive, fighting him, He warns them He has it all handled and to leave before judo throwing someone off his back

The heir glares as He turns his back on the fight "Y'know... I'm hoping those guys win..." before running down the hall

Lala looked between 2 of her three guy friends in worry. She did not know what to do in this sort of situation...


'Now this is a situation I CAN handle...'

Yuuki Rito, as Spider-Man quickly maneuvers to avoid energy blasts from the weapons owned by the Apocalypse gang. He leaps to walls and bounces off of them into the members in quick succession, barreling through them like a bouncy ball of death and destruction.

'I guess I can add 'Talking things through with friends' to the ever growing list of things I rather be in life-threatening situations than do...'

He lands on his two and ducks under a right hook from one of the jobber enemy mooks, one who did not have a gun instead a strange pair of metal gauntlets. He backsteps from another hook , looking very bored "Yawn... Are you done kicking up dust?"

The mook, angry, growls while holding his arms out "Grr..."

"Now what are you trying to d-?!" Gah! Spider-Sense? What's-

Suddenly the gauntlets produced a wave of green energy, slamming into Spider-Man and sending way down the hall and slamming into the doors of the biology classroom and finally into the teachers desk, shattering it into a million pieces.

"GAH! What the hell!" He groans picking himself while shaking his head "Con... cussive blasts?... Instant shockwaves?! Where do they get this stuff?" He said getting up from the wreckage where He notices a small cut on his arm, a few droplets landing on the destroyed table. He waves away any concern before running out of the room "Hope Doctor Connors doesn't mind the mess..."

The shocking goon charges his gauntlets again before slamming his fists into the floor causing it to break apart and tiles to fly at him. Spider-Man quickly hops to the ceiling to avoid the attack

"Hey! The janitor has enough to deal with!"

The bad guy aims to the ceiling He was at, making the Spider-Man dodges as the blast destroyed all the lights and ceiling tiles as He lands on the wall with all the windows

"I am not paying for that!"

The goon fires again, making Spider-Man land back on the floor He started on as the blast destroyed all the windows

"Y'know, it's much funner when you guys respond..."

The goon tries to fire again, but the gauntlets begin to only sputter and smoke

"A cooldown period? Now's my chance!" Spider-Man leaps towards the baddy who tries to blast again as the hero dodges the hook and wraps his arms around the guy's neck, landing on the ground and flipping the guy over and throwing into the wall, making him unconscious

"Impressive tech, less than impressive body.." He quips before hearing a click behind him, He looks back to see the leader holding another weapon, another laser-Handgun, at him.

He smirked "So long, freak!" He said before being struck in the back himself. He appears normal until He starts levitating off the ground and hitting the destroyed ceiling. Spider-Man looked to where the blast originated from and saw Ren standing right there with a scowl on his face

"Seriously! That was my weapon this whole time!"

"Ren!" He ran over "What are you doing here!"

The prince frowned "Saving your insignificant behind! Before that, I came back to save Lala-Chan from her captors!"

The hero looked at the prince unamused "Dude, You missed her, She already left."

"Damn it! I-AAAHHH!" He screamed, making the hero step back

"R-Ren.." The hero tries to move closer to help

Suddenly, the Memorzorian prince erupted in a bright light, blinding the Spider-Man and the few bad guys still conscious in the halls. The light dies down and Spider-Man uncovers his eyes. What He saw made him step back.

In the spot of the arrogant prince of Memorze stood both Ren and a girl with green hair, his twin sister Run. Both had pits and pieces of the Sainan High school uniform on. Ren the bottom half of the uniform including the pants and shoes, also the blazer of the uniform for some reason, while Run had the top half, sans blazer, leaving her in only a white button shirt, a tie and socks... a sexy outfit at this time? Only Sainan...

Ren smiled widely while looking at his hands "It happened! I am a man!"

Run blinked before walking over to Ren, fishing her glasses from his blazer and putting them on before looking at her brother in shock "She was right... Freedom..."

The hero blinked, unable to speak. 'Huh... I thought my puberty was weird...'

*Sam Raimi Spider-Sense sound*

"KH!" Spider-Man held his head in pain "What the hell... I-" The hero notices on the floor was the weapon He had given Ren before... It was sparking electricity at a alarming rate. With a split second, Spider-Man fires a web into a nearby classroom and pulls out a desk which He proceeds to throw out a window, shattering the glass and sending the desk to the ground.

This brought the Memorzorian's out of their emotional highs to see the hero web the glowing gun into his hands. Run tilts her head "Spider-Man?.." The hero said nothing as He hurled the weapon outside with great force.

After doing so, Spider-Man ran to them where He tackles them to the ground "HIT THE DECK!"


The students all clamor outside as They awaited the approaching police, many were visibly shaken after being captives and a few held on to each other for comfort...

A few stared right back into the building They had just escaped from.

Kujou Rin stares at the criminal-overrun school in shame, She had been caught off guard by the villain invasion and once again, Saki had been placed in danger. Had it not been for Spider-Man... She dropped her gaze to the ground, She didn't want to even think about the result..."

"That bastard..."

The girl lifted her head and looked to where the voice She just heard. She found it to have originated from the heir of Sarutech, She will admit, She didn't particularly hate him as others. She did have a dislike for his perverted nature and constant antagonizing of Saki-sama, but She knows He was an okay boy, at least if Yuuki Rito could willingly extend a hand of friendship "What was that?" She asks him

He shifted his gaze to her, it wasn't a lechorous glance or anything like it. It was scornful scowl "Why did He have to show up..."

She blinks confused "Who are you talking about exactly?"

"Spider-Man!" He screams, catching the crowd of students attention's "He just waltz into the school and picked a fight like that! Anyone of us could have been killed!"

Rin frowns "It wasn't as if He had a matter of choice and-"

"No... He's right."

Her eyes widened as She recognizes that voice. She only turns her head slight smidge to see her charge, Tenjouin Saki, crossing her arms and

"I hate to admit He is right, but that plan of his relied way too heavily on dumb luck, had any variable not been accounted for..." She frowned "It would've been likely one of us could've been killed," She said matter-of-factly

She wanted to refute that, She really did... But...

Suddenly a loud explosion sound steering everyone's attention back to the school, where They all saw strange purple beams of light slicing through the building like a hot knife through butter...


The blaring purple light engulf the area as Spider-Man held onto the two memorzorian's for dear life to protect them. Spider-Sense warned him to roll quickly to the side, which He did, preventing them from being sliced in half.

He does his best as Spider-Sense was clocking into overdrive and telling him to shift left or right to avoid danger, Run held onto him tightly and allowing her life to be placed in his hands, which was appreciated, Ren, on the other hand, kept kicking his shins trying to make him let go, which was very much less so.

The energy began to die down after a few seconds, and one kick too many, Spidey releases the prince who rolls away and hits a wall, where He groans in pain. He turns his attention towards the 2nd alien princess he knows to see her still cowering into his chest. He says in a comforting voice

"R... Miss? Are you alright?" The green haired removes her face from his chest and looks into his eyes with her watery irises, She gives a slight nod and He chuckles "Great... Let's get you up now..."

He shifts himself to stand on his legs while carefully holding her up "Easy girl... There you go.." He says helping her on her feet, she gives a thankful smile which made him happy...

Until his ears begun to hear creaking noises. His gaze shifted to the holes and slices left by the lasers... and the increasing cracks alongside them

"Guys..."

At the end of the hall, the apocalypse gang started to groggily wake up making the spider nervous.

"We got to go..."

Run tilts her head "Huh?... Why?"

The cracking increases finally reaching everyone else's ears as they all looked to the breaking floor.

"Go!" The hero screams as the floor finally decides to collapse in on itself, the alien royalty duo got the message and bolted down the hall to make it downstairs. The apocalypse gang also decided to cut their losses and bail, leaving behind their evidence, but Spidey didn't have time to collect it, He had to get everyone out..

He began following them but halted as He reached the steps "Wait... Shit!" He turned away from the stairs and ran down the hall, long jumping over a large gap in the floor without any mind. He ran as fast He could "That guy from I left in the airvent earlier! He's gonna get crushed if I leave him here!"

"Not here.. Note here.." He mumbled while running through the empty crackling halls "Here!" He exclaimed looking at a kicked open airvent, He runs underneath to see the man He left there just as He left him.

He leaps up and clings to the ceiling, looking inside to see the man inside look at him in surprise "Heey... Sorry, almost forgot you were here after that Bon Jovi concert outside, I'm just gonna grab you and we can-?!" He halted as his spider-sense went off "Huh?.. What's going-!" Suddenly, the ceiling shifted just a little as a cracking sound was heard. Spider-Man just sighed "Oh boy..." He said dejectedly as that part of the ceiling collapsed making the airvent fall down and on top of the hero who groaned as the metal tube crushed his ribs

"Ugh... Not my day..." He groaned before using his great strength to heave the the vent off him, looking to see the man looking very dazed inside "Dude, take it from me, lay off the Taiyaki..." He quipped before lifting the vent up and running down the hall. He hops down the chasm from earlier to take a shortcut and runs to the exit

He ran as fast as He could, He saw the exit just in his sights "Almost there... Just have to-!" Spider-sense flared once again, making him look up to see the ceiling was going to collapse on him again. He groaned again, He couldn't get the both of them out of the danger zone in time...

"Heart don't fail me now!" He says before quickly throwing the man in the can down the hall, swiftly passing the lockers and out the door, had this been any other situation, Spider-Man would have laughed. Sadly, He couldn't as a few tons of school dropped onto his back, pinning him to the ground.

He struggled to remove the debris from his back "Ghh... Had to be the hero, eh?.." A fire extinguisher from the top floor drops on the rocks on top of him "Don't joke right now... This place is coming down." He tries crawling underneath the debris "I need to change... and get the hell out of here..." He soon freed himself from the crushing trap and looked down the hall

"Okay... If I remember correctly..., I left my clothes and backpack near the boys restroom and-?!"

Suddenly his vision began to split in two, his visage became blurry as the fires around became brighter than they were before...

"No No... Not now..."

He slowly made his way down the hall, the crackling of flames increase in potency as He walked. His vision became worse each step He took

"My eyes... are going back to normal..."


Outside the students watch as a familiar boy and girl run out the front doors. Many looked at the girl and notice her very sexy outfit and drooled over her.

One princess just walked up to her in surprise "Run?" She turned her head to the side to see her best girl friend's brother "And Cry-Baby Ren-Chan?"

A ticked marked appeared on his head 'Why do I get the stupid nickname still?'

Run took a step back away from the Devilukian and pointed at her brother "It's a puberty thing, we separate at a certain age..."

Lala stepped forward and took Run's hands into her own "Oh~! Now We can see each other a lot now!"

Run frowned "Oh joy..."

The one-sided happy moment was stopped in it's tracks as more people exited the school. The students recoiled and all took steps back as the men filed out, many with their hands up in surrender. One however scowled as He looked at Ren, It was the man who Ren had shot with the levitation gun whose effects wore off relatively soon after the people in the hall from left. He followed his men outside and reached into his coat, pulling out a small handgun.

He pulls it out and aims directly at the prince, to everyone's shock "Payback.."

Suddenly, out of nowhere, the doors of the school burst open as a air duct flies out and crashes into the man, before proceeding to flatten him in front of everyone.

The students all stare at the leader who struggle under the metal tube for a few moments before giving up, moaning "I shouldn't have spent all my college funds on dirty mags..."

Many looked at the leader in slight disgust for the admission before looking at the school now currently on fire. Tenjouin Saki was the first to look away "Ladies and Gentlemen, We have nothing to see here.." She said, looking down the road to see police cars incoming

The students nodded as They turn away as well, the criminals being surrounded by the glares of various kids.

One stayed as She looked into the blaze, causing one of her friends to ask "Lala-Chan?"

The princess blinked as She heard her friend Haruna speak to her "Hmm?"

"Are you okay? Why are you still looking at the school.." She said catching the attention of their usual pose

"Yeah, We should leave.." The glassed pig-tailed girl, Mio, said

The princess did not move and continued to look at the school's entrance "I just want to know... Where Rito is."

That got the sarutech heir to drop his angered state and look at her "Lala-Chan, I honestly don't think Rito would be inside the school with all that commotion going on.."

Kenichi, Risa and Mio all turned and started to leave while Lala and Haruna stayed a bit longer. Lala knew He was in there as Spider-Man, but neither him or his costumed self made an appearance yet, making her worry a little. And Haruna had a feeling in her heart, a feeling that led her to believe... Rito WAS somehow in there... if anything, only to help... She knew He would do so in a heartbeat.

Then They both saw something, inside the school, They could vaguely make out a figure on the other side of the growing flames. It bared the outline of a boy...

Haruna blinked, It couldn't be...

The boy began to sprint down the hall...

Lala smiled, it was...

"OUT OF THE WAY!"

The boy leaped over the rising flames and dove out the open entry way, crash landing on the concrete in front of them. The boy panted as his arms covered his face which He removed to reveal the face of resident genius- "Rito~!"

Before the boy could utter a single word, the pinkette princess immediately glomped him and shoved the male teen within her breasts, smothering him. Her cry of joy alerted the group who were just leaving back to the scene to see the boy struggle for freedom

"Gah! Lala! I can't breathe!" The princess happily heeded his request and let him go as He sucked up a large breath. Their gaggle of friends arrive to chuckle at the scene when the heir stepped forward.

He looked at his best friend on the floor and smiled "You know, if you weren't on fire, I would've been so jealous of you right now."

This made the other boy sit up and inspect his body to see his left pant leg smoking as embers line the edge. Alarmed, He quickly went to putting it out, causing the others to laugh at his expense, which He just took in stride "Hehe... Long-jumping wasn't my strongsuit anyhow..."

Kenichi smiled as He presented a hand forward to his friend, who squinted for a moment before grabbing the hand in front of him. The heir helped his friend to his feet "You hurt?" He asked his friend

Rito waved off any concerns "What? Nononono~ I'm fit as a fiddle!" He rubs his eyes clean of soot

Haruna stepped forward "Are you sure? an... AH!" She pointed at his wrist which had a long cut on it.

Momioka Risa steps forward and pats his head "Fit as a- Huh?" She lifts her hand to see a small drop of blood on her palm.

Rito gulped, maybe He took a little too much damage inside the school before returning to his civies, now They were looking at him in concern 'Damn!'

Kenichi looked him in the eye, though Rito had to squint to see it "Come on, ambulances should be here soon... Do you have anymore injuries or do We have to pat you down?"

"No! No, I-!" Each of them began to step forward 'I can't let them see the damage my body has taken!' "Okay, fine..." He raises his hands to calm them down

They step back and waited for anymore injuries

'I can't keep this a secret anyway... but I don't have to tell the truth!' "I... got embers in my eyes... Now I can't see good anymore."


...I have no excuse besides procrastination.