Answers to reviewers' questions or statements:

CRUDEN: Yeah it was pretty sad, granted the whole scrap book she had with him that had images of Black Cat cut out was a little weird if not cute in a sort of stalkers kind of way. Hmm Spidey training to the point he's like the Spider-man from that Marvel what if story… Spidey's baddies would never get a break!

DannyPhantom619: Yep Spidey can't grow as powerful as most cosmic beings in the Marvel universe one woman at a time, well not really there's more to it but yeah Tantric energy helps a lot

JC: Infinite Stratos, isn't that the anime where that guy can use some suit thing that only women can and is sent to some school to learn how to use it?

gunman: The crime mystery will come next chapter as Spidey gets dragged into a rather interesting mystery in regards to the whole AMAZO thing going around. I was thinking that Spidey will be heading to Grail's home, be kind of funny to have him end up on Apokolips by himself, surrounded by legions of Parademons that want to kill him and he ends up running into Grail.

90skid4life: Yeah, other than the slightly creepy scrapbook she had of Spidey it would have been kind of interesting for Peter to have a relationship with a cop or someone connected to the police that hopefully wouldn't end badly

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


Peter's eyes narrowed as he came to a stop on a building that overlooked the clocktower that Shocker said Vulture was using as a hideout apparently

"Hmm… it definitely fits the bill for lair of a creepy old bad guy" Peter mused as he scanned the structure for any signs of Toomes "Well no grenades or knife feathers being tossed my way, so either he's not home, already bailed or… he's taking his afternoon nap"

Peter then shrugged before he shot out a webline and leisurely swung over to the old structure before landing on the roof and made his way to the large tower that held the bell and likely where Vulture had set up shop. He didn't make it even ten steps when he felt his spider-sense blare followed by the sounds of what sounded like a jet roared overhead

Peter stop to look up and nearly paled at what he saw "Oh you've gotta be freakin kiddin me!"

It was Vulture… with one hell up a suit upgrade!

"Spider-man!" Vulture hissed as he hovered over Spider-man with the aid of his new suit that he switched into after returning from the robbery with Shocker and Multiplex

It consisted of a aviator's flight jacket with metallic body armor around the legs and arms and a massive steel winged harness that contained specialized motors for increased speed and power. His feet had a tree talon like blades on them to resemble that of a Vulture and his head was now covered by a re-enforced metallic helmet with two glowing lenses that zoomed in on Spider-man's form

Peter gaped at his rogue's attire "Oh come on, is every villain I'm encountering this week getting an upgrade? First it was Cletus getting his own symbiote, then it was Bizzaro getting graphed to AMAZO tech, then a freakin Sentinel getting what looks like new and improved AMAZO tech and how this?!"

"Times are changing, gotta change with it to stay relevant" Vulture said before he had his wings arch back and then flap towards Spider-man, sending over two dozen small metallic feather like knives

Peter's eyes narrowed as he quickly sprinted in a zig zag pattern across the rooftop before leaping into the air and shooting a webline at Toomes's torso… only to frown as one of his wings snapped the web like a scissors cuts string

"Oh great…" Peter muttered as he landed in a crouch and just narrowly avoided another onslaught of feather knives before taking cover inside the clocktower by jumping through a small window and rolled behind a wall just as one of Vulture's wings tore through and tried to slice Peter across the back

"Get out here bug!" Toomes shouted as he pulled his wing out and quickly pulled away from the clocktower and tried to scan for any signs of Spider-man with a scowl

Meanwhile inside Peter was quickly making his way up the tower in attempt to try and catch Vulture off guard when he felt his spider-sense go off, causing him to groan "What now!"

His answer was a medium sized explosion several meters above him tearing through the wooden wall and quickly catching the surrounding pillars and columns on fire. Peter's eyes narrowed at this as he quickly raced through the fire, stopping to douse the larger flames with a modified version of his web fluid that was made to smother the flames

'Was supposed to be for the likes of Molten Man or Hobgoblin's plasma sword but this work's too' Pere thought as he saw the Vulture race past the hole he made and began to throw more bombs at the tower, causing it to quickly ignite as the incendiary devices went off, causing the tower to begin to shake as it's foundations began to burn and cause Peter's spider-sense to tingle

"Okay Spidey think, Toomes has the aerial advantage, incendiary and likely concussive bombs like always, weird feather knife thingies and a nice leather aviator's jacket. Now how can you beat that aside from cheating by using your Justice League communicator to call in the Flash, Superman, Captain Marvel or literally anyone in the League that can fly and has super strength?" Peter said to himself as he scaled up the inside of the tower, pausing to glance down at the fire inferno building at the base of the clocktower before finally making it to the top and what looked to be Vulture's base of operations

There was a small set of computers and a table filled with smaller versions of the harness that Toomes was wearing now and his old Vulture suit that Peter saw him wear earlier

"Hmm…" Peter thought as he approached the old suit and gave it a quick look before nodding "Yeah… this might work…"

Meanwhile across town at Horizon labs, Max Modell was currently giving Horizon's newest partner in a joint venture on new clean affordable technology a tour of the facility. Max turned towards the woman and gave her a friendly grin

"Really Miss Starr, I must say I'm quite surprised that you would want to work with us on this project considering your own company normally dabbles in software" Max said to the CEO of Starr Enterprises, Karen Starr, one of the most beautiful and wealthy women in the world and unknown to many, including Max, Power Girl

Karen was dressed in a tasteful white business suit that displayed her long sought after body but didn't show it off in any scandalous sort of way, well barring the buttons of her shirt that were unbuttoned a bit to help her gifted chest breathe a little easier

Karen gave Max a grin as she adjusted her glasses while they passed by several labs that were working on some sort of next generation electrical engine or solar powered turbines "Well what can I say, with Wayne and Luthor starting to delve into the computer software department, I thought I'd start to expand my companies preferences, just in case. Heh don't want to wake up one day and find out I'm going out of business because people prefer Wayne or Luthor's stuff"

'Well that and because Spider-man's alter ego happens to work here as well…' Karen thought as the image of Spider-man flashed through her mind's eye

"Well they are generally cheaper than yours" Max said with a chuckle, unaware of his company's new partner in their latest scientific endeavor

Karen smirked at this "Why Max are you saying I overcharge people?"

At this Max shook his head "No, but generally the consumer wants the best product they can get at an affordable price, otherwise they won't really bother unless they have to"

"Hmm…" Karen hummed at this as they approached on of the labs used by Max's people and they were greeted to the sight of Grady Scraps approaching them with a slight frown on his face

Max saw this and addressed one of Horizon's top scientists "Grady, is everything alright?"

Grady nodded with a sigh "Yeah, it's just I can't find Parker anywhere!"

"Oh, and what do you need with mister Parker?" Max questioned while unknown to him and Grady, Karen was using her X-ray vision to see if she could find the illusive scientist

"Well it's just I was hoping he could help me out with this new teleporter that I've been building!" Grady groaned before he saw Karen and grinned as he held out his hand "Yo, Grady Scraps, pleasure to meet ya!"

Karen grinned as she took the larger man's hand "Karen Starr, it usually is for most that meet me"

It was then Max spoke with an uneasy face "Uh Grady, is the teleporter your building based off that specific item we acquired not too long ago?"

"Uh yeah, why?" Grady said before he understood what his boss was worried about "Oh, you're worried about- don't worry boss, it's not on yet. Haven't even installed the power supply yet. Just wanted to see if Parker could help me with anything else before we test it is all"

Karen's interest was piqued at this "So what's this teleporter based off that's got you two in such a twist?"

"Uh nothing…" Max coughed before he glanced at Grady "Please for all that's holy, don't mess around with it any further until steps are taken to insure nothing too bad happens"

"On it boss!" Grady said before giving Karen a charming grin "See ya around Miss Starr!"

"Same mister Scraps" Karen chuckled as the man turned on his heel and left while whistling a catchy toon as she turned her gaze to Max "So this Parker, he wouldn't happen to be Peter Parker, would it?"

"You know him?" Max asked in slight surprise that someone like Karen Starr knew the normally odd but intelligently gifted young man by name

Karen smirked at this "I was hoping to snatch him up for my company until I heard that you got your claws in him already!"

At this Max chuckled "Yes well given that S.T.A.R. Labs, Wayne Enterprise, Kord Industries, and LexCorp wanted him as well, I had to play extra hard to win him over"

"Oh, and what was that?" Karen asked with a chuckle as she and Max made their way past a few more labs "Show him a bunch of nice little gadgets you have here and maybe flash a paycheck in his face with the promise of more?"

"More like I gave him a tour, one of my scientists' experiments gotta a little too out of hand and he ended up saving us before any real damage could unfold… and I may have slipped a paycheck into his beginner's manual as a further incentive" Max said with a amused look

"Darn" Karen sighed as her shoulders slumped "Knew I should have just ignored my assistant's advice and jut invite the guy to an interview at my penthouse! We could have had the interview by the pool… clothes optional"

"Had that happen, I have no doubt you would have won him over" Max laughed along with Karen before the tour came to an end "And let me just say Miss Starr, you won't regret wanting to work with us on this new clean energy source!"

"Something tells me I won't, by the way you wouldn't mind if I stay a while, get to know the team that'll be working with my people, would you?" Karen asked as she and the man shook hand

"Not at all" Max said with a smile

At this Karen smirked 'Hmm… I wonder how Peter would react to coming back to his lab to find me sitting on one of his benches clad in only a sports bra and thong with a 'Fuck me here and now' expression… after we discuss about the project of course…'

Meanwhile back across town, the clocktower that Vulture had Spider-man cornered in was now entirely up in flames, smoke billowing in the air and so far, no sign of the red and blue wall crawler

"Come on out Spider-man!" Vulture yelled as he hovered around the building "I know it's going to take a lot more than a simple fire to do you in after all these years!"

Inside, Peter had to hold back the urge to tell Vulture to come in here and say that to his face as he was busy rushing taking apart parts of Vulture's old flight harness and apply it to his suit

"Won't be winning any stylish awards till I get this thing back to my lab so I can really tinker with it, but this should be good enough" Peter mumbled, trying to ignore the ringing his spider-sense as the room was quickly being consumed by fire and the ground beneath him was starting to fall apart into a burning inferno beneath

He tore apart most of the suit until he was left with mainly the anti-graviton generator the harness used and with a combination of old wires, some extra-long-lasting web fluid and some of his experimental electric web fluid, Peter under very stressful and life-threatening conditions was able to sort of hopefully link the electromagnetic harness to his suit to allow him to fly for all intents and purposes

"Or allow me to fall with style" Peter said as he activated the harness before launching himself out one of the clocktower's windows just as the floor beneath him finally fell and collapsed followed quickly by the rest of the tower which crumbled into the main church it was connected to, the old building quickly beginning to catch fire

Peter saw this and quickly sighed as he hovered, or more accurately slowly begin to descend towards the ground "I just know Jameson's going to blame me for that…"

"Spider-man!" Vulture yelled as he saw spider-man's somewhat floating form only to become quickly enraged at seeing the wall crawler with a stripped down and in his opinion flawed version of his harness attached crudely to his suit "What are you doing with my tech!"

"Evening the odds!" Peter said with a determined expression that quickly fell as he suddenly dropped ten feet before power to the harness was restored "…Kinda"

Toomes growled at Spider-man as he quickly shot towards the web head with his talon feet ready to skewer the red and blue clad vigilante. Peter's eyes narrowed at the approaching man and quickly blitzed to the left, narrowly avoiding the Vulture's increased wing span and serrated metal wings and shot a web line at the man's back and pulled himself on to the large flight suit

Peter heard Toomes let out a grunt as he landed on the man's back and began to look for something that could help take out the flight harness. Sadly, before he could, Vulture suddenly lurched to the side and it was only thanks to Peter's adhesive abilities that he didn't go flying off, pun intended

Peter steadied himself as he held on while avoiding the Vulture's metallic wings "Hey Toomes, out of curiosity, does this flight have any peanuts or pretzels? Cause I missed breakfast today and well my lunch break is coming up, so-"

"GET OFF ME, YOU MEDDLING CUR!" Toomes shouted in rage as he tried to shake Spider-man off with a series of hard turns and barrel rolls

Peter on the other hand stayed stuck to the man as he continued to examine the flight harness "Oh I'm a meddling cur now? What happened to web head, bug, or my favorite miserable insect, which by the way is inaccurate since Spider-s are arachnids, you would think a guy that can make an electromagnetic flight harness would know that, then again you are getting along in years and look to be on the wrong side of what, sixty? Seventy maybe?"

It was then that Peter let out a sigh as he couldn't see anything that he could properly exploit in the harness of Vulture's new flight pack. He then glanced at the thrusters and shrugged as he took aim at them "Not very original, but hey I know it'll work"

He shot several small web bullets at the spinning turbines in the thrusters and watched as the spinning blades came to a screeching stop as the web fluid's elasticity kicked in. The result was that the duo fell several stories, causing Toomes to shout in surprise

"What have you done?!" the Vulture began to panic as the ground was fast approaching them when suddenly he felt the other wing thruster was entrapped by Spider-man's webs, causing the two to break into a free fall for several meters before Spider-man began to shoot multiple weblines out at the buildings before attaching them to Toomes and his suit's wings before he kicked off and glided towards the side of a building before latching on and watched as the weblines he attached to Toomes went taught and the man came within meters of hitting the ground

Toomes tried to break free and was able to cut some of the webs towards the edge of his wings before Spider-man was on his back again and slowly reached out and tapped the elder man on the side of the head, the force knocking the man out. Peter then glanced at the wings and began to web them up as well until they looked like two giant cocoons

"There, that should hold you until the boys in blue get here with a really big bird cage and if your good maybe even some crackers" Peter said as he glanced down at the unconscious criminal "You a saltine man or a Ritz man?"

He didn't receive an answer which in turn caused him to shrug before le launched himself off Toomes body and used the quickly shortening out flight harness to glide away before resorting to his web shooters once he saw that he was losing both altitude and power to the generator

"Hmm I have been meaning to add flight capabilities to my new suit, I wonder if I can add in a pair of 'web wings' instead of the jet pack I was thinking about earlier…" Peter mused as he set off for Horizon labs, apparently Max wanted to talk to him about Horizon's latest clean energy project they were working with Starr Enterprises on…


And done

Next chapter, Peter returns to his lab to make a few modifications to his new suit, interacts with some of the other staff at Horizon and then a lemon between Peter and Karen