Disclaimer: If I owned Marvel there would be more hero movies!

AN: … I'm so used to actually having to say something that I just did this out of habit…uhh..hmm…just read.

AVX: Part 4: A Spider Falls

-K'un-lun: Night Time-

Spider-Man was currently sitting on top of a building and staring at the moon. The entire day he had been telling Laura and Hope lessons he's learned the hard way throughout his life and even began teaching Hope his special martial arts. Honestly he couldn't believe he became a major role in the fate of the world, he just hoped for all of their sakes that he was teaching the mutant messiah the right things.

"Spider-Man?" A soft voice spoke up from behind him, scaring the hell out of him. He turned to see a solemn Laura standing on the roof with her head bowed.

"Geez, Laura, don't give me heart attack!" Spider-Man scolded with a chuckle.

"Sorry." Laura mumbled making Spider-Man look at her in concern.

"Alright, spill, come over here and tell uncle Spidey what's wrong." Spider-Man said as he patted a spot right next to him.

"*Sigh* I have a confession to make." Laura said as she sat down next to the masked hero, and tucked her knees to her chest. "I lied to you all concerning the lack of influence the Phoenix had on me."

"Oh don't tell me you are out to manipulate the world too." Spider-Man groaned good-naturedly as if her trust being compromised meant nothing, Laura shook her head at his relaxed attitude.

"Maybe lie was too strong of a word. The correct term would be that I gave you a half truth." Laura began hesitantly. "The truth is that the reason I can hold it back is because I'm already holding back my feral side."

"But…?" Spider-Man urged her to continue.

"It's not an unconscious effort, at least not anymore." Laura continued as she screwed her eyes shut. "The Phoenix…its merging with my feral side and with Namor's defeats it's even harder to hold back' Laura said with a whisper. "I can't sleep and I have to detach myself from my emotions because if I lapse into a berserker rage now…I might kill you all." Laura said finally, and waited for the anger of her teacher to come.

But it didn't.

"Well that sucks kid." Spider-Man said awkwardly as he scratched the back of his head. Laura snapped her head towards him in disbelief. "What?"

"You're not upset?"

"Why would I be? It's not like it is going to happen." Spider-Man said seriously. Laura actually glared at him at this point and grabbed him by the front of his shirt.

"Don't you understand? I've killed my own mother due to my feral side." Laura bit out angrily. "You don't know what I'm capable of! How can you sit there and tell me I won't hurt anyone and…and-"

"And what?" Spider-Man said as he looked at her as her eyes filled with tears.

"And mean it." Laura finished helplessly. Spider-Man chuckled and flicked her on her forehead, making her release him.

"Because I believe in you. Not the weapon, X-23, but you." Spider-Man said as he poked her in the chest. "It's why I never call you by your code name because there is much more to you than the weapon inside of you. You have your own strength, I know that, and when you finally get that; I'll give ya your own Super-hero name." Spider-Man said as he patted her on the back.

"Th-thank you." Laura managed to get out, making Spider-Man shrug.

"For what?"

"I don't know, for being you, for being there for me."

"Aw forget about it." Spider-Man said with a wave of his hand. "If I learned one thing it's that as long as you have someone that believes or believed in you, you can get through anything." Spider-Man said as he thought about MJ, Aunt May, and his Uncle Ben. He looked at Laura for a bit before releasing a long sigh. "That thing about your mom…it was personal wasn't it?" Spider-Man asked solemnly making Laura nod her head sadly. "This might not be anywhere near as big as that, but here's a secret of mine." Spider-Man said as he reached towards his neck.

"What are you-"Laura stopped when Spider-Man yanked off his mask, revealing a handsome brown haired man with hazel eyes.

"How about we introduce ourselves formerly, Peter Parker nice to meet ya!" Peter grinned as he stuck his hand. Laura took hesitantly and smiled softly.

"Laura Kinney." It felt good to have someone that didn't see her as a weapon for once. The two lapsed into a comfortable silence as they gazed at the moon. Suddenly a thought occurred to Laura. "Spider-I mean Peter, do you believe that clones have souls? Not a specific religion, or anything, but souls?"

"I know they do." Peter said seriously as he thought of his clone "brothers" Kaine and Ben. "And it's that soul in you that's going to make you a legend, in a few years after I'm gone people are going to be saying Spider-who? Because they will be too busy marveling at how great of a hero you are." Peter smiled as he ruffled her hair.

"I won't let you die." Laura said seriously making Peter chuckle.

"I don't think you'll be able to prevent that."

"Then you won't be forgotten!" Laura growled at Peter, making him relent.

"Alright, that's enough for tonight; go find a quiet place to meditate since you won't be sleeping anytime soon." Peter said as he put his mask back on.

"I'll see you tomorrow." Laura said before jumping from the building.

"Spider-Man." A new but familiar voice called out to Spider-Man making him groan.

"And the drama continues ladies and gentleman…" Spider-Man thought to himself before turning to a red haired woman with sunglasses, wearing a red trench coat. "And how can you screw my day up today Madame Web?" (Julia Carpenter is the 2nd Madame Web and former Spider-woman)

"No time for Jokes Peter."

"Not joking." Spider-Man deadpanned at the red-head.

"I'll get straight to it then. Stay away from Laura." Madame Web warned ominously.

"Sure because you Madame Webs can never be specific about my future, hey maybe if you were I'd still have a marriage and my child." Spider-Man deadpanned.

"Listen Peter, your web has been going blank ever since you started 'teaching' her, her existence in your life is changing too much, I fear that your end may be coming too close." Julia tried to warn the Web crawler, who raised his hand to silence her.

"You know, you and that old lady have both been manipulating my life for too long, and the one time you can't control something; you panic? I'm sick of it Julia."

"The Web of Life is dependent on your survival!" Madame Web shouted out becoming annoyed with his behavior.

"Tell me, if you can see the supposed future, will Laura's life eventually bring more good than my death will bring harm?" Spider-Man asked suddenly, her silence was the answer he needed. "Listen to me closely Julia, you have a great power but yours and the other Madame web's blatant refusal to take things in to your own hands may sometimes be more irresponsible than if you were to use it selfishly."

"You don't understand Peter-"

"-because you have done so well explaining the situation to me before." Spider-Man interrupted as he clapped his hands sarcastically.

"The only reason she will do more good is because she will live for centuries." Julia tried to reason.

"And you want me to deprive the world of an asset like that?" Spider-man asked in disbelief, before crossing his arms angrily. "Oh my God…it's because you can't manipulate her life like you can mine…that's it isn't it?" Spider-Man said incredulously making Julia turn her head from him. "What the hell happened to you Julia? You might think you do more good as Madame Web…but if you ask me Spider-Woman was the greater hero and I pray that the current one never ends up like you." Spider-Man said seriously.

"Why don't you get it? It's simple stay away from her and you live that's all you have to do!" Julia bit out as she finally lost her composure. "I've seen enough versions of you dying." Julia revealed angrily. "Versions of you of different ages, genders, name it!" Julia shouted as tears fell from her eyes. "The one that was closest to you died and he was still a kid." Seeing the woman about to have a mental breakdown, Spider-Man grabbed her in to a hug.

"Calm down and listen. I can't pretend to understand just how much you see on a daily basis, but the fact remains that I won't stop helping Laura." Spider-Man said softly as he held his friend.

"It's really too late isn't it? I'm too late. I can't see anything from you anymore." Julia whispered as Spider-Man's future faded. "Why…why, didn't you just listen?"

"Because I finally have your power." Julia looked up at the red and blue hero in confusion. "The power to manipulate my fate." Spider-Man clarified getting a gasp from the woman. Julia stared at him for a bit before gently raising his mask. "What-"Spider-Man was cut off as he found himself kissing the woman.

"If this is truly the beginning of your end. I at least want to remember something good from it." Julia whispered before turning around. "I honestly would be surprised if you made it passed tomorrow at this point." Spider-Man was watching her leave and shook from his stupor.

"Hey if-"

"Don't worry I'll tell Mary Jane that you love her and that you're sorry you couldn't finish the conversation." The red-head said without looking back.

"But I thought-"

"I don't know your future but I know you." Julia interrupted again as she disappeared. Spider-Man shook his head when suddenly a wild Deadpool appeared!

*Flash*

"Yo since you're dying tomorrow, I thought I'd tell you not to worry and that I'd take your place as the Superior Spider-Man." Deadpool said enthusiastically as he put an arm around Spider-Man.

"Oh dear God." Spider-Man whispered in horror.

"But don't worry as a show of good faith, I'll tell you the ultimate Yo momma joke, the one I was unable to tell you when we had that fight." Deadpool began as he got closer to Spider-Man and seemed to look around for eavesdroppers. "Here it is the Yo mammageddon!" Deadpool said as he whispered in spider-Man's ear. (LIAG helpful Info: Yo mammageddon is Deadpool's ultimate Yo mama joke that he has been perfecting for years, it has reportedly killed three individuals via dehydration from crying)

"OH THAT'S AWFUL!" Spidey shouted in disgust.

-The Next Day-

Hope was balancing on the top of a building while standing on one foot while holding two buckets of water. Spider-Man and Laura were on the roof of the next building watching her, when suddenly a portal appeared.

"Uh-oh here they come." Spider-Man said as he waited for the Avengers to return from their various missions.

"Don't sound like you haven't been through a million Armageddons already, the good guys always win in the end right?" Hope questioned making Spider-Man scoff.

"Tell that to my Uncle Ben." Spider-Man mumbled making Laura shake her head.

"What?" Hope asked in confusion.

"Nothing. Keep Training." Spider-Man said as he Web swung to the portal as Laura jumped after him.

"Smash…gonna smash so hard…" Red Hulk muttered in pain as She-Hulk and Wolverine carried him.

"This can't be all that made it right?" Spider-Man questioned as a badly damaged Captain America and Iron-Fist followed them.

"We lost him…" Captain America grunted. "We lost…Thor."

"Oh crap, how do you lose Thor we only had one of him, you know that right!" Spider-Man shouted in disbelief.

"We're getting killed out there; the Phoenix hosts are growing stronger every day." Captain groaned as he continued marching forward. "Where the hell is Tony!?"

"He's still trying to come up with a plan." Laura said as she watched the super soldier frown.

"Is that all that came back? Where's the big guy with the hammer?" Hope asked as she landed next to Spider-Man.

"Get back to your training." Spider-Man ordered her, making her frown.

"But I'm not getting anywhere with it at all, I want to hit something real for a change." Hope said exasperated.

"Iron-Fist says you train so you train." Spider-Man said simply before turning to her. "The Avengers are a big organization with lots of powerful members, but it never fails; no matter how many gods, Hulks, or super soldiers there are, sooner or later it's YOUR turn to step up to the plate." Spider-Man said seriously. "Just make sure that you're ready when that time comes."

"I am ready, I don't know what happened on the moon but I'm prepared now!" Hope shouted as Spider-Man began to web swing away.

"No more questions Daniel-san wax on, wax off, sand the floor. Don't let Johnny sweep the leg, God help us all." Spider-Man said back to her. "Laura, make sure you stay with her!" (LIAG helpful hint: That was totally a Karate Kid reference…that was actually in the comic so I won't take credit for that one.)

-Later Limbo-

(Yes THAT limbo.)

"Please don't tell me we're in Hell right now Spider-Man." Chun-Li questioned with an eye twitch as a team of Spider-Man, Herself, Captain America, Wolverine, She-Hulk, Black Panther, Dr. Strange, and Dare Devil ran through a mysterious volcano that was over flowing with demonic energy.

"Hey what can I say, at least you now know what it means for something to stink like hell." Spider-Man quipped as he crawled on the side of the tunnel. They continued forward until they ran into Professor X. (LIAG helpful Info: Professor X is helping the Avengers because he knows Cyclops is wrong…also he can walk now.)

"We must hurry!" Professor X told them as they ran through the volcano.

"Unbelievable, Magik has raised a portion of limbo to the earthly plane." Dr. Strange said in wonder, making Iron-Fist frown.

"It's literally hell on Earth." Iron-Fist frowned as they watched the large demons walking around.

"I'm actually in Hell; I'm fucking fighting a war in Hell." Chun-Li said hysterically to herself as Dr. Strange covered them in an invisibility spell.

"Let's go." Dr. Strange said as they continued forward. The demons whispering about smelling dinner didn't help calm Chun-Li's nerves. It didn't take long for them to run into Magik and Collosus in a room filled with nearly half of the avengers hanging from the ceiling unconscious.

"Why the hell didn't we bring Dante?" Spider-Man wondered as both sides leapt in to action. They were fighting tooth and nail, and it quickly became apparent that not everyone was coming home.

"Magik, Collosus, please stop this!" Professor X shouted as he was tackled away form a blast of energy, by Captain America.

"KIKOSHO!" Chun-Li shouted, but Collosus didn't even seem fazed by the attack and went to back hand her.

*BAM*

"Spider-Man!"

"AHH!" Spider-Man shouted as he took the blow for his team mate and flew into a wall. Spider-Man groaned in pain as he landed on the ground next to the unconscious form of Ms. Marvel. "I think he broke something…shit, don't tell me this is it?" Spider-Man thought in agony as he held his wound. He looked up to see how badly the Avengers were being defeated and how Professor X's pleas went ignored by his students.

"Don't forget…I'm proud of ya Pete."

Spider-Man shook his head as he heard Uncle Ben's voice ring through his head. Struggling to stand as his spider-sense went haywire he shouted out to the Captain.

"I'll hold them off you get the rest out of here now!" Spider-Man shouted at the captain, making the first Avenger look at him in shock.

"Don't be crazy son!" Captain America shouted as he blocked another punch from Collosus with his shield.

"Now Captain! Tell Hope I meant what I said, and tell Laura New York is in her hands!" Spider-Man shouted as he threw Ms. Marvel toward Logan, who caught her. "Chun-Li go now! Please, be there for Laura in my absence and find a new team mate if you have to, but don't leave her alone!" Spider-Man pleaded.

"But-"Chun-Li tried to say with wide eyes.

"Now Chun-Li!" Spider-Man roared as he shot web in Magic and Collosus' eyes.

"Kuso!" Chun-Li shouted before running towards the exit with the Avengers.

"Stop them!" Magic ordered Collosus who chased them only for Spider-Man to get in the way.

*BAM*

"Oh…that one broke my face…" Spider-Man groaned as his vision blurred while sinking to his knees. Collosus and Magik appeared in front of and glared downed at him.

"Insolent bug should stay down like the pest he is." Magik growled out as Spider-Man slowly rose to his feet. "Finish him brother then we can go take out that other pest who dares defies us with our own power."

"Come on Peter is this the best you've got? No wonder you've so many people in your life! Uncle Ben, Gwen, MJ, Aunt May and your own child!" Spider-Man thought to himself angrily. "You can't even protect your own student, what the hell are you good for?"

BGM: Stand Up- Yashin

"Come on Tiger, you can do this…"

Spider-Man gasped as he MJ's voice rang through his head while Collosus cocked his fist back.

"I…won't lose like this…"

! Spider-Sense this is it huh?!

Spider-Man dodged to the side right before the blow connected and released a vicious punch into Magik's face without holding anything back sending her flying back.

"What!" Collosus gasped before Spider-Man rushed forward and picked him up.

"Just because you can lift 100 tons doesn't mean you weigh that much!" Spider-Man shouted before throwing the large mutant at his sister. Spider-Man leaped in to the air while Magik flew after him with a sword of flaming energy in her hands. Spider-Man flipped over her and Shot her with web. "Ultimate Web!" Spider-Man performed an untold amount of summersaults, building momentum, before slamming her into her brother where her sword cut him a bit.

"They can damage each other much easier? Of course think Spidey!" Spider-Man thought as he sped towards them. Collosus transformed into the juggernaut and Charge right back at him. Right before they met, Spider-Man slid under his legs before shooting Magik with his web. "Surprise!" Spider-Man shouted throwing Magik at the unstoppable form of her brother.

*Bam*

"Die!" Magik shouted enraged after colliding with Collosus.

"Damn it's going to take more than that." As Collosus ran at him Peter cursed as he realized that the large mutant was too close and brought up his arm to block.

*CRACK*

"Ahh!" Spider-Man shouted as his arm shattered and went sliding across the ground and slamming into a wall, the impact causing rocks to fall on his crushed arm. "Shit!" Spider-Man cursed as he tried to remove his arm, his costume had gotten badly damaged from sliding on the ground and his right eye lens cracked and the bottom of his mask tore off.

-Flash-

"Th-thank you." Laura managed to get out, making Spider-Man shrug.

"For what?"

"I don't know, for being you, for being there for me."

-Flash-

"I can't fall here…" Spider-Man thought desperately.

"Trapped like the rat you are. It's about time we finished these games!" Magik muttered as she stepped forward, with her soul sword in her hand as it shined with power. Spider-Man struggled to remove his arm. "This is the end." Magik said as she raised her blade, intent on knocking Spider-Man out as her blade couldn't kill anything that wasn't magical. Magik stabbed her blade forward and piercing Spider-Man through the chest. Now she was expecting him to faint, but what she got instead…

*CRACK*

"RAHHH!"Shortly after her blade pierced his chest Spider-Man lunged forward, ripping his arm off in the process, as his visible eye shined bright red. He bit down on her neck making her scream in pain.

"AHHHHHH!" Magik screamed before Spider-Man threw her away from him towards her brother.

"Are you alright?" Collosus asked Magik as she held her neck while staring at Spider-Man with wide eyes.

"Okay Spidey, you just blanked out for a second…and now you are missing an arm." Spider-Man groaned before he looked up towards the two mutants as his eye became hazel, once again. Spider-Man then spit out some blood that he thought was his before webbing his stump of an arm. "Okay…I'm losing A LOT of blood and my heart is getting weaker, along with labored breaths…not good. There has to be some way to stop them!" Spider-Man thought in frustration. Suddenly his eyes widened in realization as he stared at the two before breaking out into loud laughter.

"Wh-what's so funny?" Magik asked the possibly psychopathic Avenger wearily.

"Nothing except that you two are going to betray each other eventually…after all now that you felt the power of PART of the phoenix adding on to your own, you obviously want more. I just wanna be alive to see who snaps first." Spider-Man said nonchalantly as the two mutants glanced at each other. "3…2…1…"

*BOOOOM*

BGM: END

"Double K.O." Spider-Man thought as his surroundings blew up along with himself due to the two mutants trying to kill each other at the same time.

-K'un-lun-

"Where's Spider-Man?" Hope questioned making Laura widen her eyes as the Avengers returned.

"We're going back for him, but we needed to get the injured out first." Captain America said as he laid Spider-Woman down.

"I'm coming." Laura said as she began walking to the portal, but stopped when she felt a hand on her shoulder.

"The other two are still back there, losing you will only hinder us-"Captain America was cut off as Laura was suddenly bombarded with a large amount of energy.

"They fell, there is only myself and Cyclops left." Laura stated as her body shone with power.

"Webs actually beat them? But how?" Wolverine grumbled in confusion.

"Oh my God…" Hope gaspedas she pointed to the portal where a one-armed Spider-Man limped out.

"Did you guys see that? Cause I will not be doing it again." Spider-Man groaned as he fell to his knees. The heroes rushed him and tried to help him up, but he just waved them away. "Stop, just stop…it's too late for me."

"Spider-Man, we can still help-"Laura began frantically but was cut off by her mentor.

"Laura…just stop, we both know it's too late, you can hear my heart beat, it's just going to get slower." Spider-Man said before lifting his left arm. "Take off my glove and unclip my web shooter." Laura did what he said and looked at him in confusion. "Good, you'll need something to help you get around New York faster. The formula for the web is in my closet, in a brown shoe box." Laura felt tears sting her eyes as the heroes watched on in sadness. Chun-Li was covering her mouth while Wolverine just shook his head. "I need you to promise to do some things for me."

"Anything." Laura whispered as Spider-Man began to sway, she held on to him tightly as he rested his head on her shoulder.

"Don't let anything the press says about you get to you, always do what's right…even if you feel hated for it, I trust your judgment…" Spider-Man trailed off as his eyes began to lose focus.

"Spider-Man!" Laura shouted making the web slinger shake his head.

"Sorry…getting tired…most importantly, promise me…" Spider-Man struggled as he lifted his head and stared at her with a smile. "Be better than me, Talon." Peter said as he went limp. Laura laid him down and fastened his web shooter on and began to walk away, confusing the sad heroes. Her Armor appeared as she walked past Wanda, who was coming to see what was going on.

"Laura?" The Scarlet Witch asked hesitantly. Laura turned to her as her eyes shone orange with power as she shook her head slowly.

"No More Cyclops." Laura said blankly before taking to the skies at blinding speeds.

"Damn it kid!" Logan growled as he ran up, but was too late.

"What's wrong with her?" Wanda asked confusion.

"Webs didn't make it." Logan growled making the Scarlet Witch gasp in shock. However before the news could sink in, she found herself tackled to the ground by an enraged Hope.

"All…because of your damn genocide…how many more lives will your mistake take huh!?" Hope asked with a glare as she unconsciously began drawing on the Scarlet Witch's power.

"Calm down kid-"

"Back, Off." Hope said and suddenly Logan went flying backwards through five buildings.

"Listen Hope you are drawing on my powers, you have to be careful with your words!" Wanda tried to reason as Hope smirked and cracked her knuckles.

"Oh I'll be careful alright…" Hope bit out.

-With the others-

*BOOOM*

"Damn it! Hope and Wanda are tearing up the place, what the hell happened?" Iron-Man asked as he flew towards Captain America, before looking at the fallen form of Spider-Man. "Don't tell me-"

"He didn't make it." Captain America said as he screwed his eyes shut.

"Damn! He had already gotten fucked over enough in life and now this?" Iron-Man said angrily, suddenly a thought occurred to him. "…Who's going to tell her?" Iron-Man said as he pointed to the still unconscious form of Ms. Marvel. "You know how close they were, they were basically best friends."

"You're not telling me something I don't already know." Captain America said angrily.

"No, you don't get it! As much as she would deny it, she was already weary around mutants after what Rogue did to her…TWICE; this might send her over the edge." Iron-Man pointed out making the Captain grimace. (LIAG Helpful Info: Rogue had once held onto Ms. Marvel for so long that she retained her powers for years, she then stole them again in one of the AVX battles…before trapping her in Limbo with Magik's help. Rogue has screwed her over a lot.)

"We'll deal with that when it happens we have more urgent matters to deal with." Captain America said as he crossed his arms. "First, we have to stop Hope and Wanda, next, we have to bury Spider-Man, and finally we have to stop Laura from doing something she regrets."

"Oh, she won't regret it." Logan said as he walked up to them "We need to stop her before she does something she likes."

-Utopia-

*BOOM*

The ground shattered underneath Laura as she landed, she looked up to see Magneto, Cyclops, and Emma staring down at her.

"Even with the Phoenix force you two should be enough. Magneto Incapacitate her and Emma shut her down if you have to. I'll get Hope." Cyclops said before flying away. Sure enough, due to the Adamantium in her arms and feet, Laura found herself pinned to a wall as Magneto stretched out his hand.

"Give up your power willingly, and we won't have to end you child. This is for the good of mutant-kind." Magneto said simply while Emma frowned, contrary to popular belief she doesn't hate Laura at all. Emma, despite coming off as a cold hearted bitch, loves ALL of her students she just saw Laura as a risk to others with her vulnerability to the trigger scent. (LIAG Helpful info, the trigger scent is a chemical created by the people who made Laura, that will make her kill anyone it's sprayed on…including her own mother.)

"These fools think they can stop you? They obviously must be punished." A voice whispered sadistically in Laura's head. "They're protecting the man who killed one of the few good things you had left, the man you l-"

"Shut up." Laura said harshly as the voice giggled

"You can deny it all you want, but it doesn't matter now. It's not like you could tell him, why? Because you're weak. You were too weak to say how you felt and now he'll never know." The voice whispered making Laura thrash wildly, trying to break free from the magnetic hold. "I can make them all pay, all you have to do is become one with me, we were born as one individual and now that I have my own sentience we can rejoin and be so much better than the trash you are now."

"Stop…" Laura muttered as Magneto sighed.

"Have it your way I truly wish it hadn't come to this…Emma shut her down." Magneto said making the woman hesitate.

"They're going to shut you down like the failed weapon you are…we don't have to kill them we can do much worse than that young one, we can take what they love most."

"Fine." Laura muttered making Magneto frown as he felt resistance.

"Emma, do it now!" Magneto shouted making the woman frown before touching the side if her head.

"Sorry, precious but you're not that good of a telepath." The voice told Emma before a Phoenix shot from Laura's body and engulfed Magneto. Once the energy faded Laura fell from the wall and landed on her feet, and began walking to a wide eyed Emma.

"Magneto! What are you doing!?" Emma shouted as Magneto's hands shone pink as he aimed at Laura.

"That tickles." Laura said as she glanced back at the mutant.

"What did you do!?" Magneto shouted as he continued to push.

"I just gave you a little nerf; you are nowhere near as powerful as you were before." Laura said with a smirk as she continued walking towards Emma, who tried to break into her head. (LIAG Fun Fact: Magneto ended up like that after this event in canon as well.)

"Stay back." Emma warned as Laura got closer.

"I told you, you're not that good of a telepath…but I'll tell you what, I'll let you keep one of your mutations because you actually didn't want to shut me down." Laura said before placing a finger on Emma's forehead. The blonde's eyes turned orange before turning back.

"What did you do!?" Emma shouted in disbelief, she couldn't even feel the sensation of using telepathy anymore. (LIAG Fun Fact: Emma lost her Telepathy after AVX anyway -shrugs-)

"I let you keep your diamond form; the best offense is a good defense and all that." Laura quipped before taking to the skies. "Hmm, if I'm going to take after Spider-Man maybe I should take up quipping...it is a good coping mechanism after all." Laura mused before looking down at the horrified Emma and Magneto and clearing her throat. "Hasta la vista BITCHES!" Laura shouted before flying away "Me and Laura are reunited and it feels TOO good!"

-?-

Peter Parker stood up in a forest while wearing his Spider-Man outfit, minus the mask.

"Ya did good kid, but it's not your time yet." A voice spoke out making him turn to see his Uncle Ben smiling down at him with an outstretched arm. Peter shook it when suddenly Gwen Stacey and his parent appeared next to him.

"Peter, you didn't fail me. If anyone failed it was myself." Gwen said as she gave peter a hug. "After everything MJ has done for you, are you really going to leave her?"

"And we may not have raised you long, but we didn't raise you to leave a young girl like Laura in tears." His mother scolded him slightly.

"We're proud of you Peter, and I think your Uncle has more than forgiven you for a slight lapse in judgment on your part; you were a kid after all." Peter's dad said next while giving his wife a one-armed hug.

"He has a point Peter put down the mantle, or if you want continue being Spider-Man, but don't do it because you think you owe me. Do it to help build a brighter future." Ben said with a smile before they all vanished leaving Peter standing alone with tears falling from his eyes. Suddenly her heard the sound of crying and looked to see a young red-haired girl crying.

"Hey kid, what's wrong?" Peter asked making the girl look up at him.

"*Sniff*Momma is going to be sad, cause Papa's not there." The girl said as she wiped her eyes and looked up at Peter.

"And what's your name?" Peter said hesitantly.

"Mayday Pawker…please don't leave momma Papa." The child said as she hugged Peter, who felt as though he got punched in the stomach. Peter frowned as he noticed the girl disappearing.

"Wait! Don't leave, I'm sorry!"

"*giggle* For what? You didn't do anything wrong, you're a good guy!" The girl giggled before vanishing.

"Peter Parker…" A voice said ominously, making Peter turn to see possibly the largest fucking spider he had ever seen, crawling down a tree. "You have been exposed to high amounts of chaotic energy, forcing me to awaken again prematurely…" The Spider spoke as it walked closer to Peter, who stepped back as it got closer.

"Chaotic energy? When-"Peter stopped as he thought of how long he was around a Phoenix-powered Laura, fighting two phoenix powered mutants in LIMBO, and finally being stabbed by the phoenix-enforced soul sword. "Never mind…"

"I had thought that the next time we would meet, I would give you more advanced spider-powers…please explain to me why I have to give you the SAME ones a second time?" The Spider asked sounding annoyed.

"To be honest…I don't even remember a first." Peter said sheepishly. Peter watched with wide eyes as he made the giant spider face-palm. "That's going in the book of my face-palming feats."

"I'm honestly not even motivated to re-do the speech I gave last time. This will be your only re-do, are you man or are you Spider?" The Spider asked sinisterly.

"Uhh, I'm Spider-Man." Peter said making the Spider stare at him for a bit.

"Close enough." The Spider said before eating Peter. "Feel the pain of birth!"

-New York: Under a Bridge-

On the underside of a bridge a large sack of Web began pulsing before a hand ripped out from inside causing blood to spill out from the hole. Another hand ripped out and the sack poured in to the ocean, as a naked body fell with it.

*SPLASH*

Peter gasped as his naked form crawled out form the water and back on to the shore. One thing was certain…Peter was cold as fuck.

"O-okay Peter, first get home and dry off, without getting arrested, and put on a costume. Then save the world." Peter said before running forward with a leap. "Crap! I don't have my web shoot-"

*Thwip*

Peter gaped as web launched from his bare wrist before grinning.

"Oh…I am going to have fun with this, what else can this body do?" Peter wonder as he began web swinging to his apartment, due to his speed nobody could see him in his naked glory. "Don't worry guys, I'm on my way!"

To be continued.

Next Chapter AVX: Finale! : From the Ashes of the Phoenix…

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~RebukeX7