Bullets filled the compartment as Shades men opened fire on the heroes forcing them to duck behind the seats "what a wonderful warm welcome!" shouted a sarcastic Peter.

"oh yeah so warming I can still smell the burning powder!" Colt laughed back ignoring the flying bullets whizzing overhead. Rawhide leaned out from his cover rapidly firing off 2 rounds striking one of Shades men center mass, he fell to the floor dropping his iron at his feet blood oozing from between his lips.

Shade and Bull raced to the engine compartment leaving the rest of their men along the way to ambush Marek and the others, 4 by 4 they separated from the group all the way to the end.

Still under fire the heroes tried to navigate their way forward even as bullets nearly missed their heads. The smell of lit powder quickly began to fill the room with multiple guns blasting off from either end. Peter scrunched up behind his seat covering his head, here he was caught in the middle of a deadly fire fight and no spidey gear, just make shift web six shooters. A stray bullet struck the door behind him shattering the glass raining shards down his back "oh screw this! I'm a wall crawler not a cowboy!" he yelled at himself. He rolled out the now windowless door and scurried down the side of the cart with the wind whipping through his hair shifting his goggles on his face "great plan Parker! Right up there with towel whipping tiger after training!"

(cutaway: Chibi Spidey winds up his towel in his hand snapping at an unsuspecting Chibi White tiger. Chibi tiger jumped with fright and pain before rounding on Chibi Spidey. Her shadow towered over him in a menacing stature "mercy")

A stray bullet shattered the window just above his head raining glass on him. Peter reached the last window firing two fast rounds of impact webbing at Shades men, the webbing constricted around them trapping to the floor unable to move.

"clear!" Peter yelled back, the others stood up from their barricades the sound of brass casings hitting the floor and rotating cylinders was the only response he got.

"nicely done kid" James congratulated him "lets get a move on there's still a lot of train left to cover"

Colt opened the door leading to next compartment "I don't like this Marek, we're basically funneling ourselves into a shooting gallery every time we go through a door" he reasoned.

Marek nodded in agreement then turned to Peter "okay kid your up, take the roof and cover us"

Peter hopped up onto the roof and slowly made his forward, once again caught in the fast moving wind that bit at his exposed skin.

"don't you people ever die?!"

Peter looked forward to see Shades body guard perched at the front of the compartment with a rifle pointing at him, Peter began shifting his weight from side to side dodging the bullets. One after another mere milliseconds apart and Peter was dancing past them like they were moving like snails.

Finally the bullets stopped, realising his opening Peter raced forward closing the gap between himself and the shooter, he was a big man standing tall as Luke Cage and built like captain America. The body guard threw the rifle at Peter, who easily dodged it before stepping into a punch.

The man raised his left arm sweeping Peters arm away and countering with a straight shot with his right connecting with Peters face pushing him backwards "oh! That hurt…that hurt? How the hell did I feel that?" Peter gasped.

While Peter was distracted his opponent stepped into a strong armed punch. Luckily Peter was able bring his arms up and absorb the impact sending a shooting stinging pain down his arms. But the man brought his knee up into Peter's upper outer thigh giving him a throbbing Charlie horse. His arms stung and now his leg was killing him, the next punch clocked him in the jaw throwing Peter to the roof sprawled out like a rag doll. (Chibi Spidey stood over top of Peter wearing a refs jersey "1, 2, 3…") Peter slowly rolled onto his hands and knees to get back up ("he's back in the ring go get him kid"). Peter was on his feet again rounding on his opponent with a kick that sent his opponent flying back across the roof.

"grah! Come on Bull he's just a kid" the stranger growled to himself sitting upright to face Peter pulling a knife from his belt.

The two raced towards each other Bull swiped at Peter with the knife but Peter flipped over his head landing behind him striking Bull in the back of the leg with his foot. Bull dropped down to his knees into a roll away from Peter turning back to face him.

Gunfire exploded from inside the train under their feet as both opposing sides opened fire on each other.

Taking advantage of distraction Peter sprung forward driving his shoulder into Bulls solar plexes pushing the big brute backwards towards the edge. "if you can't do any better than this kid you're going to lose!" Bull snickered.

(present day, Baxter building)

After his discovery of the glowing green rocks Johnny ran to Reid and explained what had happened. Despite his persistence Reid waved Johnny off repeatedly.

"Reid I'm telling you what happened I spoke to him he's alive! At least study the damn rocks will you"

"Reid just humor the kid because I'm getting a headache" the Thing tiredly groaned as he rubbed his throbbing temples. Johnny was always annoying when he wanted something and having watched his best friend run down by an old timey train would push anybody over their limit, however this…for this he was reaching far into a fantasy to claim the web head was alive and talking through weird shaped glowing rocks.

"god damn it REID!" the room erupted in a bright blaze as Johnny went full flame in the lab "we have stood by you on every long shot gamble. Even times where a single miss calculation would have killed us and doomed the earth! But still we trusted your words. I AM NOT ASKING ANYMORE! Scan the damn stones find out how Peter is able to talk to me through them and then bring him home" Johnny's eyes hardened and his flames higher turning from orange to a blazing white.

"alright Johnny I'll analysis the stones" Reid gulped coaxing Johnny calm with no avail, johnny's rage would ignite in a soon to be super nova like explosion.

Smoke began to snuff out the oxygen in the tower prompting Reid to reach for every roof vent that wouldn't trigger a cross fire.

"Johnathan! What are you doing stop before you kill us all!"

Johnny snapped backed to senses at the sound of his sisters scared shouting rendering his flames null, Sue looked down from the upper balcony with a frightful stare at the chaos unfolding below. "What was all of this about?" Sue snapped.

"the kid blew his fuse because Reid won't examine some weird rocks he found and claims spoke to the wall crawler" Thing groaned while sweeping smoke away from his face.

"Reid is that true?" Sue asked.

"alright I'll scan the stones" Reid exasperated.

(Tri-carrier)

Ava sat in her room bundled up in her bed staring at her lap top replaying amateur video footage of recent spider-man battles despite over zealous slandering voice over she still enjoyed watching the fight.

Peter was gone now and there was no changing it. Her homework laid scattered over her blankets, notes, research papers and even some recorded accounts of the Arachnid kid's tales. This would be the first time Ava felt guilt over an assignment, this would also be the first assignment that meant anything to her…this assignment was the last adventure of SPIDER-MAN.

The report was meant to a page or to long yet Ava Ayala once again went above and beyond finalising hers with 8 pages. She gave it one last cursory look for some final touch ups before turning her attention back to the computer watching Spider-man brawl with Green Goblin down town. Ava smiled to herself, even knowing she'd never see his idiot antics again "good bye Peter…" Ava bit her lower lip in hesitation if she didn't admit it, even to herself, she'd explode. "…I love you web head I'm not sure when or even how you did it but you got me to fall for you. Then you went and left me and I hate you for it" she whispered to herself.

She was lying to herself saying she hated him and she knew it.

Ava rolled onto her side ready for sleep only to have her phone blow up next to her, "I am the warrior! Well I am the warrior…" it sang until she answered,

"hello?"

"Ava its Luke, Fury wants us to meet him at the Baxter tower he says they found something we need to see"

"can it wait until morning?"

"Ava it's about Peter" Luke told her.

Ava shot up from her bed tossing everything across the room in flutter of pages "what about Peter?"

(1895)

Bull continued his onslaught against the Arachnid Kid a strong right cross threw Peter to ground with a split lip. Bull flipped the knife in his hand so the blade hung low before lunging at Peter, who rolled away narrowly missing the blade.

Peter then sprung up to his feet taking a fighting stance swaying forward and back, partially from the moving train and partially because of the beating he had taken. Peter stepped into a punch striking Bull in the abdomen forcing him to curl over in pain.

"I'm going to enjoy killing you whelp!" Bull hissed as he swung upward with an upper cut connecting to Peters jaw. Peter staggered backwards he was being pushed, by a normal person, a super villain understandable. But never by normal person this was confounding him, throwing off his fighting. Recover quickly as he could Peter sprung on his toes with a superman punch which Bull easily dodged countering with hard punch to Peters gut, followed up by a two handed hammer strike between his shoulders dropping Peter like a stone to the ground.

"ugh son of a…" Peter groaned while trying to stand on his feet "screw it I'm gonna cut loose from now on". Peter drove his fist into Bulls ribs launching him clear to the next cart. "finally that was harder than it should have been"

"wasn't it though?"

Peter whipped around in time to duck under a tomahawk being swung at his head but what really through him off was the one who swung it. Bull was now behind him. "what? How?"

"clued in yet kid?" Bull scoffed pointing back to the other cart where Peter launched him. Bull was on his way back, there was two of them. "you really think Marek's little friend is the only freak around here? I can self-replicate creating an army of one man"

"crap, he's a mutant that explains the twins"

"replicating, enhanced vison allowing for longer ranged lethal shots like ambush alley and superior strength" in a matter of seconds 2 more Bulls split off surrounding Peter "you're not going to live through this kid"

The 3 bulls began throwing punches forcing Peter into evading backwards towards the edge of the compartment. The train was racing into tunnel, unknown to the 5 individuals on the roof. In a swift move Peter kicked one of the Bulls back far enough he saw the tunnel and the impending results of not ducking "tunnel!" he shouted.

Peter and the 4 Bulls dove down flat as they could to the roof as the low entrance skimmed just over the roof. The rustling wind and vast darkness filled the cavern. Peter crawled along the roof towards the gap between compartments he finally worked out a plan but had to drop out of sight for a minute.

The train passed through into light and open space and the 4 Bulls jumped to their feet "where is he? Did he get hit?"

Peter was now clinging to the ladder reaching for his pistols while the battle inside continued to rage on. Both pistols in hand Peter pushed himself upwards and backwards, putting the 4 in his line of sight. 4 shots rang out firing 4 globs of impact webbing, simultaneously the original Bull split into another copy, ensnaring 4 of the five Bulls in webbing. Peter landed on his back with a heavy impact on the roof then rolled onto his feet.

Bull looked from his copies then back to Peter "so you've some talent but you don't have the conviction so why bother shooting if you won't kill, toss the guns kid and lets end this like real men"

Peter kept his pistols pointed Bull. Weighing his chances with someone with those powers but Peter was still Spider-man and guns weren't his way. He holstered his pistols then tossed his belt to the platform below "alright then one on one" Peter replied.

Inside the train the team was entering the 1st class cart approaching Shade and his weapon.

They sat for a minute to reload and catch their breath, their hearts racing in their chests with adrenaline caused some slight fumbling with the casings.

"Marek?" Colt pipped up "if we pull this off, if you finally finish Shade here what exactly is the plan afterwards…you retiring from all this?"

The team all shifted their gaze to Marek who now stowed his knife in his belt "lets wait until were at that bridge Colt just stay focused on the job at hand" Marek replied "anybody know how Peters faring out?"

Before anyone could answer the roof above them concaved in the form of a human torso "that answer your question?" James chuckled.

"Ready?" Marek asked his team

"We're with you boss" Rawhide answered.

James extended his claws and stood by the door "I'll go first take the hit give you guys some time to get to cover. Parker…kill this prick, quickly"

The door swung open with James charging in and a barrage bullets hit the entrance, tearing through the seats, shattering glass and shredding the door. James was perforated on the spot with bullet holes. Blood splattered in a wisp spray from his body,

Shade and several Bull copies were cranking a Gatling gun, the bullet output tore the compartment apart sawing through the walls and seats.

Rawhide was now pressed flat the floor covering his head with his hands, the others found their cover waiting out the onslaught.

Peter slammed Bull onto the roof letting the brute roll with motion, after several feet Bull regained his balance and charged at Peter. The two rolled and punched, Peter stood up just in time for Bull to lift him over his head "oh crap!" Bull threw Peter over the side, only to have Peter snatch a low hanging mail hook and swing full circle back around.

Bull went wide eyed as realisation just hit him, along with Peter's boots. The rope broke just as they made contact catapaulting the both of them over the edge between carts. A blood curdling scream erupted from the tracks as the grinding metal wheels rolled over snapping bones, shredding flesh into bloody ground burger.

Spatters of blood shot out from the wheels along with shards of white lenses.

And the train kept rolling on toward the horizon.