Spidey's Life is a Game!

by RebukeX7

Spider-Man's life has never been easy, but what if one day a tournament began with stakes so high that it could mean the absolute destruction of the world as he knew it ? Watch as he and his two unlikely allies strive to reach the top! 5th in the LIAG series! Can be read alone! Crack-with-plot! Spidey/harem, X-23/femharem, eventual Spidey/X-23. Guest reviews deleted automatically.

20. Spider-Men

[RE-UPLOADED DUE TO ALERT GLITCH ON FF I POSTED THIS CHAPTER YESTERDAY]

Disclaimer: Don't own Spidey but I do own some comics

Okay time for a LIAG Ret-con lol I made a mistake, Miles does NOT have any web-shooters/ organic web at this time so I had to edit a small part of the last chapter. My bad.

Chapter 18: Spider-Men

"Okay…what's up with the get-up?" Spider-Man questioned as he crossed his arms while Talon looked at the two with slightly wider eyes.

"And why is your costume better?" Talon asked the shorter Spider-Man seriously making Spidey face-palm.

"Well I was kind of hoping you would tell me." Miles asked sheepishly while ignoring Talon's question.

"No kid you tell me. How old are you?" Spidey questioned seriously.

"How old are-wait y-you're not Peter Parker are you?" Miles questioned before completely spazzing out in a fan-boy moment. "You are! I thought you would be shorter but, Oh my God I thought that one day you'd-"

"Okay, I'm officially creeped out." Spidey deadpanned as he fired a web-line at the Ultimate Spider-Man, who promptly bent backwards as the line fire over his head.

"Please tell me you saw that! I completely dodged-"Miles was cut off as Spider-Man landed a drop kick to his chest.

"Yup I saw, go put that in your feats book." Spidey deadpanned before pointing a finger at him. "Now tell me who you are!"

"That was messed up bro." Miles winced as he flipped to his feet. "Listen if you are Peter I just wanna talk! " As the two Spider-Men continued to flip and fight each other. Talon stood back and decided that this was something that they should settle by themselves. After all she could tell Peter was going to win the fight. The younger Spider-Man was inexperienced and although his smaller figure gave him much more mobility than Peter, his fighting style still had much too many openings-

*ZZZAATTT*

"GYAAAGGGHH!"

*Thud*

Talon blatantly gaped as she watched Peter fall down after the younger Spider-Man leapt on his shoulders and pressed two fingers to Peter's neck.

WHAT TIME IS IT? LIAG BREAK DOWN TIME!

Okay so besides that standard Spider-Man powers; speed, agility, Spider-sense, and Super strength Miles also has…

Venom Strike: Miles can "zap" or temporarily paralyze his enemies by simply touching them with his hands. This provides a great advantage since Miles can end a confrontation quickly with little collateral damage.

Spider-Camouflage: Not unlike a chameleon, Miles, including his clothing, can blend into his surroundings, allowing him to sneak up on his enemies or, in some cases, flee from them.

Break Down Over

Miles crouched down next to the downed Peter and began stretching his hand towards Peter's mask.

"Time to see who you really are, buddy." Miles said to himself when suddenly…

! Ultimate Spider-Sense: Back up!

-Slo-Mo-

Miles eyes widened greatly behind his mask when the Spider-Man in front of him suddenly faded away. The Ultimate Spider-Man barely managed to glance back at the blue & red clad hero before he felt a hand grab his arm.

"Uh-oh." Miles thought in fear when he suddenly found himself lifted into the air and slammed into the ground with an amazing amount of force, leaving a spectacular sized crater beneath him.

-Slo-Mo: End-

"Ow." Miles squeaked out.

"Don't say a word." Peter said bluntly as he raised a hand to silence an amused Talon. He always told others not to underestimate young heroes, and here he had done the same exact thing believing that the younger Spider-Man truly wouldn't have been able to faze him.

"I'm telling Chun-Li."

"Damn it." Peter groaned before turning around to find…

…absolutely nothing.

"He's behind you!" Talon shouted making peter turn back around in shock.

"What!?"

! Spider-Sense: Duck!

-Slo-Mo-

Peter dove to the side and turned around to watch in disbelief as a once invisible Miles slowly faded into existence with his foot colliding into a wide-eyed Talon's face. Miles watched in surprise as the woman didn't even budge as his foot rested on her face. Seeing this opportunity, Peter wasted no time in pulling up his shirt, grabbing his phone, and at amazing speeds took a picture for blackmail purposes in the not so distant future.

I mean yeah, the kid was probably about to be traumatized after whatever Talon planned to do to him for that kick, but at least Peter would be able to get a laugh out of it.

-Slo-Mo: End-

*Grrr…*

*Gulp*

Miles flipped back when the previously impartial woman began growling as her adamantium blades slid out slowly but threateningly as she seemed to develop a nasty twitch under her right eye. She knew damn well Peter had managed to get a picture of that, and someone was going to pay.

"Oh no…not another one." Miles muttered as he looked at the metallic claws. He had heard rumors of the infamous Wolverine. The man was a legend before his untimely death at the hands of Magneto; he went places Miles thought a "hero" never should.

*Clink*

Before Talon could even make a single step a cylinder landed in between the three heroes, which promptly exploded and released a noxious green gas. The Spider-Men were barely able to make out the "SHIELD" emblem on the can before it exploded.

"What?" Talon questioned before her vision went blank.

"Laura!" Peter shouted before he too fell down.

"C-crap…"The Ultimate Spider-Man muttered before succumbing to the darkness as well.

-Hours Later-

Shaking his head groggily, a mask-less Peter woke up only to find himself in a cell as a cross-armed Talon leaned on the wall next to him. In front of them was a transparent purple barrier and behind that was a black male wearing an eye-patch sitting on a chair.

"Hello Peter." The man said making Peter narrow his eyes in confusion.

"Samuel L. Jackson?" Peter questioned in complete confusion making the black male pause slightly.

"I'm going to let that pass." The man muttered. "I'm Nick Fury, director of shield."

"Right…" Peter drawled before glancing at Laura.

When in doubt, follow Talon's nose.

*Sniff*

"He's telling the truth." Talon said seriously making Peter gape at her.

"So either you are Nick, or you got hit really hard upside your head and now believe you're Nick." Peter theorized with a sigh. Suddenly a man walked in and handed Nick Fury an envelope and whispered something in his ear before walking away. Peter wasn't sure what the agent had whispered, but whatever it was made Talon face-palm and Nick's eye widen slightly.

"And you miss? According to the DNA results you are Wolverine's daughter."

"For the last time." Talon began with a growl. "I'm a clone!"

"Your DNA is close, but not that close. Especially for someone that claims they were born in a tube." Nick said simply.

"I wasn't born in a tube. *Sigh* Alright let me explain this again…" Peter raised an eyebrow at her frustration. Apparently the two had been having the argument for a while. "My mother-"

"Funny word for a clone." Nick interrupted sounding highly skeptical making her glare at him.

"-Attempted to clone Wolverine, but the genome she had from his body was too heavily damaged so she had no choice but to duplicate the X chromosome. She then introduced the new specimen into her body and carried me to term. I managed to gain some of her traits as well."

"Your mother had red eyes? Pretty uncommon for a human scientist." Nick said smoothly and gave her a dubious look.

*SNICKT*

"You smug-"Talon began but was stopped by Peter who held her back.

"Calm down." Peter told her gently making her nod and sheath her talons. "Listen Nick, She's telling the truth. Some… events have occurred that caused her to undergo a second mutation. This caused her once green eyes to change color. It was a pretty traumatizing situation and she doesn't like to talk about it."

"Fine, I'll accept that." Nick conceded while Talon growled slightly.

"Trust me, I know all about clones it is possible to have a female clone if that's why you were skeptical." Peter explained making the man raise an eyebrow.

"No like I said, my skepticism came from the DNA results. I am very aware of the fact that female clones exist, in fact…" Nick Fury trailed off as he placed a finger to his ear. "Bring her in." Peter frowned in confusion when an agent suddenly walked in with a woman that was wearing what looked like Peter's black suit. Only instead of being black with a large white spider, it was red with a white spider. Peter trembled slightly as he felt a chill go down his spine.

"What?" Peter asked in confusion.

"Meet Jessica Drew, female clone of Peter Parker." Nick Fury said simply as Peter gaped at the woman who removed her mask.

"It really is him…" Jessica muttered. "He's older, but it's definitely him."

"Wait! Pause, rewind." Peter said hurriedly. "You're Jessica Drew? As in Spider-Woman?" Peter questioned in disbelief.

"Yes?" The woman frowned in confusion.

"How the hell are you my clone? Where I'm from you are most definitely not a clone." Peter questioned in shock.

"What do you mean?" Jessica asked while Nick fury frowned.

"It's obvious that we are from two different realities." Talon spoke up seriously. "We should probably compare notes."

"Good idea." Nick Fury agreed. "I'm sure your father would be proud." After Peter managed to calm the feral down, they began to explain events in each of their earths.

-A few Hours later-

"The hell is wrong with this place?" Peter muttered in morbid fascination as Talon remained silent. She had been helping Peter explain their world, but when Nick mentioned both Wolverine's and Spider-Man's deaths she had went silent. Peter was the lucky one, this one still died as a kid. If her Peter wasn't next to her, giving her a constant reminder that he was still alive she wasn't sure what she would have done. Then there was Logan's death…

…Jubilee was right.

Against her best intentions, Talon realized that part of her really did look up to Wolverine. He just seemed to be so invincible; he even came back from hell! (LIAG Fun fact: Canon.)

To hear how horribly he was destroyed hit her hard especially now that they had a somewhat functioning relationship. (LIAG Helpful Info: Ultimate wolverine had the adamantium ripped from his bones, courtesy of Magneto.)

"And you…" Peter began as he pointed at Jessica with a frown. "You have all my memories, how could you really keep your existence a secret from Aunt May after I died?"

"She's not my Aunt May, I couldn't just appear out of nowhere and be like I'm sorry your nephew died but I'm his clone pleased to meet you." Jessica tried to defend making Peter cross his arms.

"That's a lie." Peter said bluntly.

"And what makes you say that!?" Jessica questioned angrily. It didn't matter if he was Peter from some weird alternate world, how dare he just show up out of the blue after Peter died and judge-

"Cause its Aunt May." Peter said simply making her widen her eyes in shock. "Let me know when you come up with an argument that can't be countered by that fact." Jessica opened and closed her mouth a couple of times before clenching her fists tightly and storming out of the room. "*sigh* Hey? Where's that kid?" Peter questioned curiously as Nick Fury stood up and pressed a button, shutting down the barrier.

"Follow me." Nick Fury said as he gestured towards a door. Before they left the room, however, Talon placed a hand on the director's shoulder.

"Fury…"Talon began before releasing a breath. "Do you think it would be possible to bring this Jimmy Hudson to me?" (LIAG Helpful Info: Jimmy Hudson is Ultimate Wolverine's biological son and the current ultimate Wolverine. He has a healing factor and can naturally produce a metallic material to coat his claws. The material is strong and its limits are not currently known.)

"I'll see what I can do." Nick said with a smirk.

-Roof of Shield Base-

"Yo…" Peter trailed off as he walked towards a mask-less miles. "Sorry about the whole…slamming you into the ground thing." Peter said sheepishly making the thirteen year old scratch the back of his head.

"No problem, as long as you're okay with the venom sting to the neck thing." Miles said sheepishly before turning to Talon. "And sorry about-"

*SNICKT!*

"It never happened…" Talon growled making the teen gulp.

"W-what never happened?" Miles questioned as he began to sweat slightly making her nod. Nick shook his head at their antics before turning to Peter.

"Alright Peter, Miles here is the Peter Parker expert-"

"I knew I had fans! Suck it Talon." Peter gushed making the man roll his single eye while Talon face-palmed.

"Yeah you're Peter alright." The bald man sighed before continuing. "Miles I want you to take them, and show them what happened to Peter parker while I try to figure out how the hell this happened in the first place."

"How much do you want me to tell them?" Miles questioned as Nick handed Peter his mask back.

"Everything, they are telling the truth about who they are-especially her…" Nick trailed off as he pointed at a now confused Talon. "No one would be so adamant about not being Logan's daughter other than his actual daughter." Nick said the last part with a smirk making Talon glare at him.

"I will kill you in your sleep." Talon growled as the man chuckled and began walking away. The two Spider-men put on their respective masks before all three entered a nearby helicopter and flew off. As they left the S.H.I.E.L.D. base Nick looked up at their helicopter and gave a wry smile.

"Peter Parker."

-With Mysterio-

The Villain smirked sinisterly as he placed a helmet over his head as a replica of himself stood before him. Clenching his fists with a grin, the body mimicked his actions as its head lit up in a blue flame.

"The Mysterio Avatar works perfectly."

-A few minutes later In the Helicopter-

"You know the more time I spend time with you, the more I want to rename you Spider-Boy and bring you back with me. You'd be an awesome side-kick." Peter said good-naturedly making Miles chuckle as Talon looked at the boy in horror.

"Don't do it." Talon said so seriously that Miles had to repress a shudder. "I cannot tell you how many times he's literally used me as a projectile as his go-to plan to stop super villains…"

*FLASH BACK*

"Now that I have Alpha's DNA I can go make my own clone army of super powered minions!" The Jackal said sinisterly as he held up Chrissy's brush. "They will kneel before-"

"Talon AWAAAAAYYY!"

"What-"

*CRASH*

"GAHHH!" The Jackal shouted as Talon's body collided into his head, her vibranium skeleton increasing the strength of the collision and sending the brush flying from his hand.

"You…bastard." Talon growled out as she stood up and glared out of Chrissy's bedroom window at Spider-Man.

"Good Job!" Spidey chirped as Alpha and Chrissy, who were in the next room meditating, ran in with wide eyes.

*Flash Back Over*

"…Purse snatchers…"

*FLASH BACK*

"That web-head won't catch me!" The petty criminal shouted as he ran in to a park as Spider-Man and a younger looking Talon landed on the outskirts of the park.

"Damn it! He ran into a park, too many trees to swing effectively!" Spider-Man complained in frustration before grabbing Laura by her wrist. "Laura…" Spider-Man began softly confusing the younger feral.

"Yes?"

"Purse snatcher capture tactic number 58!" Spider-man shouted suddenly making her widen her eyes.

"Wait? What-AHHHHHHHH!" Talon shouted in surprise as Spidey launched her through the trees and onto the unsuspecting criminal.

*Flash Back Over*

"…Bank robbers…"

*FLASH BACK*

Spider-Man had to repress a curse as he saw the getaway car speed down the street.

"I was too late! Looks like I have to play catch up-TALON!" Spidey shouted in job as he spotted his out of uniform team mate walking down the street with Jubilee as they ate ice-cream. Said feral turned away from her mate in confusion as she noticed Spider-Man running towards her.

"No…" Laura muttered with wide eyes as she tried to turn around, confusing the hell out of her mate. "No I refuse!" Laura shouted as she dashed away on all fours.

*THWIP*

"Great idea Talon! Build up momentum, I taught you well!" Spidey shouted as his web-line connected to her back, Spider-Man yanked her back and began to swing her fast above his head. "Web-Throw!"

"YOU SON OF A B-*KABOOOOM*" Laura shouted as she landed on the car causing it to crash into a tree and exploded in to flames. Jubilee blatantly gaped at the sight as Spider-Man caught the feral's ice cream and rolled up his mask to taste.

"Can't go wrong with chocolate." Spidey said with a smile as Laura limped out of the flames and dropped the unconscious bodies of the robbers on the side walk. Laura said nothing as she walked towards him with her head down. "Hey Laura! Good job-"

*SNICKT*

"L-Laura?" Spidey stuttered out as the crimson eyed woman glared at him as his Spider-Sense buzzed wildly.

! Spider-Sense: RUNNNNNN!

"Grrr…you!" Laura roared as she descended upon the web-head.

*Flash Back Over*

"Bill collectors-"

"I think he gets the point!" Peter interrupted as Miles looked at his hero in horror that was even able to be seen from behind his mask. Peter was about to defend his actions when suddenly…

! Spider-Sense: Get out of the choppa!

! Ultimate Spider-Sense: hit the deck!

"Crap!" Both Spider-Men shouted as Talon widened her eyes as she heard the incoming projectile.

*FABOOOM*

"Grab the pilot!" Peter shouted to Miles as part of the helicopter exploded. Miles quickly grabbed the pilot before wrapping his free arm around Peter's neck as the original Spider-Man began to web swing out of the helicopter.

"What's going on!?" Miles questioned in confusion making the red and blue clad hero glance back at him.

"No idea, but I say that we ask him." Peter quipped as both turned their heads to see the blue-flaming headed Mysterio waving at them with his left hand while standing on a nearby pier as he clutched a rocket launcher in his right hand.

"The universe is giving me two Spider-Men to kill at the price of one? Heh, alright." The villain grinned as the spider-themed heroes landed on the pier.

"The heck is going on here?" Miles questioned as he sat the unconscious pilot down.

"You tell me, I don't live here." Peter deadpanned.

*THUMP*

Both Spider-Men turned to see the slight singed form of Talon crouching on all fours as her right eye developed a nasty twitch.

"Long time no see." Miles quipped as Peter stared at his wrist as if checking a watch.

"I was wondering when you'd show up, kinda late." Peter said with mock exasperation.

"I hate you both." Talon growled out making Peter chuckle.

"Love ya too, honey." Peter quipped making the feral growl more as she stood up and glared at Mysterio.

*SNICKT!*

"How could the only two Spider-Men find each other so easily?" Mysterio questioned sounding slightly perturbed. "And with the animal woman."

"Oh I am going to enjoy hunting you down, prey." Talon growled out making the Spider-Men cautiously take a step to the side.

"Well what do you know; it was an equal personality merge guess you can only notice it during conflict." Peter mused. Laura had claimed that she and her feral side had merged equally, but the mutant didn't appear to act any different than Laura originally had.

"It's no use, no matter-"

"I so got this!" Miles interrupted the villain's monologue as he speed blitzed Mysterio and swung his fist into the villain's face, only for it to pass right through Mysterio's head.

"You dare interrupt me? Little Spider-brat I should have ended you as soon as I heard of you!" Mysterio shouted as he grabbed miles by his leg and threw him at Peter. Peter caught his successor but soon found himself falling to the ground from the force of the throw.

"This Mysterio is much stronger, but how?" Peter thought in confusion as he began to sit up. However, before he could Mysterio raised his hands at the three heroes.

! Spider-Sense: Brace yourself!

*BOOOOM*

Talon, Miles, and Peter all grunted in pain as they were blasted by a wave of blue energy. The powerful blast shattered the ground underneath them sending the three heroes falling into the river.

-With The Real Mysterio-

"Maybe I should run?" Mysterio mused to himself. "Nah…they can't even touch me but…."

-Back With Mysterio's Avatar-

"…I can torture them." Mysterio said sinisterly as he poured a crimson liquid into the hole and into the river.

-Moments later-

"What in the world was that?" Miles groaned as he climbed out of the water.

"Well I'm not a rocket scientist, but I believe it was something that blasted us into the East river." Peter answered from in front of Miles while Talon spit out some water and climbed out as well.

"At least it's cleaner than the one from our New York." The feral muttered as Peter suddenly froze mid step.

"Well…this sucks." Peter muttered as he stared at the sight before him.

"You better be able to handle yourself." Talon told Miles as she looked at the sight as well. Before them was Mysterio…

…Who was surrounded by a majority of their enemies.

"Crap!" Miles shouted as he looked at the forms of Doc Ock, The Green Goblin, his own uncle Aaron Davis AKA Prowler, The Lizard, Venom, and many…many more.

"Don't sweat it kid!" Peter shouted as he ran head first into the crowd of villains ignoring his Spidey sense. "These are just illusions-"Peter was cut off as one of Doc Ock large tentacles grabbed him and raised him into the air.

! Spider-Sense: When will you learn? ALWAYS listen to me!

"Run! I was wrong!" Peter shouted before he was slammed into the ground.

"Damn it!" Talon growled as she attempted to slash through venom only for the large black monster to reform nearly instantly. "What is this? They all have scents but they can't really be here can they!?" Talon questioned in confusion as she side-stepped on of Venom's tendrils and swung her right foot at his head.

*SNICKT!*

Venom growled and grabbed her by her neck and flung her to the other side of the pier and into a truck.

"Grr…" Talon glared at the villains as she pulled herself up.

*SLAM*

"Gah!" Miles grunted as he crashed into the same truck and fell down next to the feral. "H-hey if you happened to have Wolverine's infamous Berserker rage you mind lapsing into it? We're getting our butts kicked." Miles asked as he struggled to stand.

"Sorry, but I'm already in it…I'm always in it." Talon informed the young hero making him hang his head before perking up.

"Ah well, we can't give up yet! Peter needs our help-whoa!" Miles gasped with wide eyes as he stared at the battle field he was flung from. Various after-images were running around all in different combat poses. Each villain were surrounded by at least two and looked as if they were being knocked back.

-With Spider-Man-

-Slo-Mo-

"You know I should really name this thing." Spider-Man thought as he delivered two devastating blows into the Lizard's face before back flipping three times and slamming both of his feet into Venom's face before leaping across the entire battlefield and elbow dropping Doc Ock. Spider-Man used his momentum to push off with his elbow and spin countless times into the air and slam his knee into Prowler's face. Grabbing prowler's face effortlessly, Peter flung him into the airborne Green Goblin with one hand. Peter leaned back as Electro appeared and fired lightning at him causing the energy to miss. "The Matrix? Nah that's taken. How about Web Rush?" Peter mused as he pumped out a little more Tantric energy.

-Web-Rush: End-

-With Talon and Miles-

"He…he's Untouchable!" Miles gasped out in shock. "I knew Peter was good but he was never that Good."

"Unlike your Peter sadly, ours had the chance to grow up. Hopefully you will be able to do the same one day." Talon said simply before frowning as she heard someone land next to her.

! The Ultimate Spider-sense: GET THE HELL AWAY NOWWWWWWWW!

"GYAAAAAH!" Miles shouted as his head exploded in pure agony from his Spider-sense. Talon widened her eyes slightly as she realized who landed next to her.

"Get away from here and help Peter now!" Talon shouted as she stared at her former nemesis. Miles wanted to protest but the tone in her voice told her that he didn't have a choice.

"I don't know what's going on but be careful!" Miles shouted as he ran to fight alongside his idol.

"You…how are you here." Talon growled as she glared at…

…herself.

"You are supposed to be gone Reaper!" Talon growled out angrily as the green eyes woman stared back at her sadly.

"You've defeated her but with your new body you have done nothing but make her stronger." Reaper frowned as her own talons slid out. "She's so strong now…I can't keep her chained up…"Reaper trailed doff as she swung her claws at Talon who promptly rose her own to black them.

*CLANG*

Talon gritted her teeth as Reapers own green eyes burned a blazing crimson as a sickening grin threatened to split her face.

BGM: Philistine- No More Heroes OST

Optional BGM: One Winged Angel Nobuo-Uematsu

"Pleased to meet you again darling." Reaper chuckled. "Thank you for the upgrades." Reaper said before slamming her into Talon's making the feral stumble back. "HAHAHA!" Reaper laughed as she ran forward and began to slash at her counterpart wildly.

"Shit!" Talon cursed as she parried all of the slashes as Reaper continued to keep a smirk on her face.

"Did you really think I would be gone because you changed one thing?" Reaper questioned humorously as she ducked under Talon's right foot claw and leapt forward and buried her claws into the feral's stomach. "I exist because there is always the possibility you will turn evil. You were born in the darkness, just because you spent a little time in the light doesn't mean you will stay there, the dark is your home."

"I won't become you!" Talon growled out as she leapt back to let her wound heal.

"Darling you are me." Reaper smirked.

"Enough!" Talon bit out as she drew her dagger as Reaper mimicked her actions. "I've overcome too much to get to where I am today; you will not make me lose that! Wild…TALON!"

"Insane…REAPER!" Reaper said enthusiastically as she threw her blade, as one both ferals tilted their heads causing their opponent's dagger to miss. Talon glared while Reaper grinned as they both raised their hands and formed devil horns.

*THWIP*

*THWIP*

The Web-Lines connecting to their respective blades, both feral yanked their hands back and charged at each other. Crimson eyes met crimson eyes as they both met each other in the center of the battlefield.

*CLANG!*

*CLANG!*

*CLANG!*

-With The Spider-Men-

"I can't even keep up with Peter, let alone help him." Miles thought in frustrations as Peter continued to fight all of the enemies. Miles widened his eyes and ducked his head causing a bullet to sail over his head. Turning around, he came face to face with Prowler.

"Uncle Aaron…" Miles muttered as he clenched his fist tightly and turned to glare at Mysterio. "You! You won't get away with this!" Miles shouted as he ran at the illusionist. Mysterio smirked as the large rampaging form of the Hulk appeared in front of him, but that didn't deter Miles who simply leapt over the green man and drop kicked Mysterio in his chest. Unknown to him, miles away his kick sent the real Mysterio crashing to the ground. "Get out of my head!" Miles shouted as he grabbed the villain by his shirt.

"I figured it out!" Peter shouted as he slid in between the Hulk's legs and fired a web-line at a medallion that was hanging from a long chain that was wrapped around Mysterio's hand. "It's a strong chemical component mixed with his Illusions! He's taking our fears and pulling them right out of our heads because he's an asshole!" Peter explained before throwing the object into the water

"Where is he?" Miles questioned to himself in confusion as he watched the head fade away.

-With Talon-

*SCHLIK!*

Talon dropped her dagger in horror as Reaper's Muramasa claw slit her neck. Talon held her neck in shock as she stumbled back slightly before completely collapsing. Tears fell from her eyes and blood pooled from her mouth as Reaper stood over here with a grin.

BGM: END

"Well well, The Unbreakable Talon breaks again." Reaper smirked before frowning suddenly as she realized that she had a large lethal gash on her side that refused to heal. "Well how about that? Listen up; my time is over anyway, remember this…" Reaper began before kneeling down to whisper in the feral's ear. "I am not just a nightmare, don't fool yourself into thinking I am just a delusion like the rest of these pitiful excuses for prey." Reaper growled as she gestured back towards the fading villains. "We both know that I am your reality. Resisting me will only lead to your own destruction, you're purpose is destruction, never forget that."

And with that Reaper vanished with the other illusions.

"*GASP*" Talon frantically grabbed her neck as the lethal injury faded, never existing in the first place. Talon sat up and just stared at her trembling hands for a bit before clenching them in anger. "There must be another way…" Talon growled as she shut her eyes. She refused to become that monster and she also refused to die because of it. "I will win this struggle with fate."

"Kid get away from the body-"

*BOOOOOM*

Talon turned around in shock as a sea of roaring flames tore across the pier engulfing the heroes in a fiery explosion.

-30 minutes Later-

Miles groaned as he woke up to find Nick Fury and the Ultimates staring down at him. (LIAG Helpful info: The Ultimates are the Ultimateverse's Avengers)

"Oh my God it's the Ultimates!" Miles gaped from beneath his mask.

"Stand boy." Thor said simply with crossed arms.

["Told you he'd be okay."] Iron Man said as he looked at the young Spider-Man.

"Oh that hurt…" Miles groaned as he forced himself before turning to Nick. "Any idea where the other Spider-Man and Talon went?"

"The other Spider-Man?" Hawkeye questioned in confusion. "Wait-who's Talon?"

"A grown up version of Peter Parker in our dimension." Nick answered Hawkeyes as if that kind of thing was to be expected. "Talon is a woman who claims to be the female clone of Wolverine from the same dimension."

"Odin's beard." Thor muttered as he looked at Nick with slightly wider eyes.

["Are you shitting me Fury?"] Iron-Man questioned incredulously. ["Did you alert the X-men? Was she hot? Did Peter still have his happy attitude? Was she hot? Let's not forget the most important question of all though…Was. She. Hot?"]

"This Peter still had a friendly attitude and still quipped, although his attitude was much more mature no doubt due to his age. As for The X-men I haven't contacted them yet, but I do need to get in touch with one of the younger mutants." Nick informed Tony as he blatantly ignored the other questions.

["Fine if you won't answer my question, I'll just ask the expert on such subjects; a teenage boy going through puberty."] Iron Man said as he turned to miles. ["Kid…was she hot?"]

"Well-um-y-yeah?" Miles answered sounding extremely embarrassed and nervous as if Talon would pop out of nowhere and kill him.

["This I have to see. Where are they?"]

"Ain't it obvious Stark?" Nick questioned rhetorically. "They ran the hell away from us."

"But why?" Miles questioned in confusion.

"After everything Mysterio has pulled on them it should be expected. They probably can't tell what the hell is real or not anymore." Nick explained making the adults nod in agreement. "Come on we have to find them."

-Hours Later: Home of Peter Parker-

"This is the single dumbest plan I have ever had. I can't do this." Peter deadpanned as they stood in front of a house that had a for sale sign on it. He had decided that in this world it would be a good idea to retrace his steps and wound up back at this world's Peter's house.

"And I would gladly disagree." Talon added bluntly as she recalled all of the times she had been thrown by her former mentor. Talon sighed as they realized that they were beginning to attract a crowd. "Listen you can't run away from this, I know this hurts but you have to give them closure. Like you told your clone, don't do it for you; do it for your aunt May." Now Talon had no relation with Peter's aunt whatsoever but she at least understood that the woman was very important to Peter.

*Click*

"Gwen you still have to do your homework." Aunt May admonished as she exited the house with a blonde teenager.

"May it's not like I didn't do it; I just didn't do all of it. I needed to pace-" Gwen stopped alongside May as they stared at the sight of a man wearing a Spider-Man outfit standing in front of their house while a black haired woman face-palmed next to him. A million emotions ran through her face before finally settling on one.

Anger.

"You son of a…" Gwen began in righteous fury. Where the hell did this stranger get the damn audacity to dress up like Peter and stand in front of their house? "I'm calling the cops you horse's-"

"How dare you!" May shouted as she glared at them. "Get out of here you lunatic-" May couldn't finish as her voice was caught in her throat as the man pulled up his mask to reveal a face that she could recognize anywhere, no matter how aged it was. Neither woman could say anything as Peter stared at them with sad hazel eyes as tears rolled down his cheeks. Inwardly Talon was shocked she knew that these people were dear to Peter but she honestly never thought she would ever see Peter just outright cry.

It took a lot to make a man that would laugh in the face of the Phoenix itself cry.

"Aunt May…and Gwen, you're so young-

*Slap*

Peter held the side of his face as Aunt May walked up and slapped him sending him crashing to the ground. He saw it coming, but he knew it was best to let them vent they probably didn't even believe him. Talon looked at her downed lover with a slight degree of shock. Not being able to fully comprehend normal emotions, the actions of Aunt May confused her greatly.

"You mother fucker!" Gwen shouted as she stomped towards him. "You think this is funny!?" Gwen asked in fury as she prepared to stomp Peter only to find herself shoved down to the ground and landing on her rear. Glaring, Gwen looked up only to widen her eyes in slight fear as a crimson eyes woman glared down at her.

"Enough." Talon said coldly, still blinded by rage Gwen narrowed her eyes and stood up. Cocking her fist back the blonde delivered a punch straight to Talons face…

…that didn't budge her at all.

*SNICKT!*

"I'll let you get away with that one. Now I said enough." Talon growled as her talons glittered in the sunlight. She had yet to get any form of rest after the fight with Mysterio and Reaper's illusion, to say her patience was low was like saying Tony Stark only slightly appreciated the opposite sex.

"Everyone calm down!" A new voice shouted and they looked up to see Miles land in front of the house. "Thank God I got here before anyone got snickt'd."

"What the hell is this, man? What are you doing here?" Gwen questioned in annoyance as she looked at the black suited Spider-Man.

"Wait! Calm down…this might sound insane, but this is him." Miles stated as he gestured towards Peter making both May and Gwen look at the boy with wide eyes.

"What the hell does that mean?" Gwen question incredulously.

"I-I shouldn't have come here, this was just a bad idea. I don't even know why I came here or what I was going to do, but I couldn't understand how there was an entire world and-and-and I died and there you are." Peter rambled as he held his head in his hands. "I'm sorry I came here, you didn't deserve this on any level." Peter said seriously as May continued to gape at him before her eyes rolled up to the back of her head as she fainted. Luckily, Gwen managed to catch the woman before she fell.

-Meanwhile: The Triskelelion-S.H.I.E.L.D Headquarters-

"What do you have Stark?" Nick questioned as he walked into the lab to find Tony inspecting the Mysterio Avatar's broken body.

"I've got absolutely nothing Fury." Tony said with a sigh as he began to check the schematics of the body on a holographic screen.

"Nothing?" Nick questioned skeptically.

"Just a bunch of theories. So I have nothing you can use." Tony explained before sipping from a martini that he held in his hand. "Do you really believe that there is a Spider-Man and a female clone of Wolverine from another world just like ours?"

"I do."

"Why are you suddenly a believer in that which you can't prove?"

"Yet." Nick corrected. "Which I can't prove yet. We know that there are other worlds besides ours out there, what we don't need is Mysterio knowing about them and dancing between them." The director of S.H.I.E.L.D explained making the billionaire nod.

"Every move he makes has to be hurting the barriers between us." Tony muttered as he checked another screen.

"Has to be." Nick agreed.

"I'm angry that this guy figured it out before me." Tony said with narrowed eyes.

"You'll get it." Nick assured him making Tony nod.

"I need to talk to that Spider-Man…" Tony began making Nick nod. "…And see if I can get a date with this so called Talon." Tony added making Nick face-palm.

"Of course…" The Black male said dryly. "We'll get them in a bit."

"Oh? I figured you would want them called in immediately." Tony said as her raised an eyebrow at the man.

"Normally I would, but I currently have one of my agents heading towards their location with one of the X-men. It's time that some people finally got some damn closure." Nick said seriously as Tony widened his eyes in surprise.

"You grew a heart?" Tony asked in shock.

"I made some promises to the kid." Nick said solemnly as he referred to the deceased Spider-Man. "Promises I didn't keep. If anything I owe his family this, how much hell must they go through before something good happens to them?"

Tony didn't have an answer.

-10 minutes later: Parker house-

"Mmm…w-what happened?" May questioned as her tiredly opened her eyes to find that she was lying on the couch in Peter's old bedroom using Gwen's legs as a makeshift pillow as a mask-less Peter sat on the floor while a mask-less Miles sat on the bed and fiddle with one of Laura's web-shooters.

"Wow, Laura gotta admit I didn't think she'd be up already. Do you always keep smelling salts on you?" Gwen questioned curiously as said feral leaned on a nearby wall.

"I have to be prepared for anything." Laura explained making the blonde nod.

"So can you explain to me again how exactly you're a clone of Wolverine…and female?" Gwen questioned making the feral's eye twitch slightly. She had explained her origin to more people in this world than she ever had in her own dimension.

"Crap happens." Peter answered with a shrug as he could practically feel Laura's exasperation.

"That makes since." Gwen nodded before turning to Aunt May, who had finally sat up, with a smile. "May it's him! It's actually him!"

"Now Gwen we don't know that-"

"Oh it's him." Gwen interrupted May as she nodded her head.

"It's him." Miles said as he accidentally shot a web-line at the ceiling. "…oops."

"And-and you live here now?" May asked carefully.

"I'm afraid not, we're here by accident." Peter sighed. "We were facing this guy named Mysterio-"

"-That crazy guy on Youtube?" Gwen questioned in disbelief. (LIAG Fun Fact: He broadcasts his threats on Youtube.)

"Yup. He broke the wall between our worlds and sent us flying headfirst into this dimension." Peter explained with a sigh.

Do…Do you have a me, where you're from?" May inquired softly.

"I do." Peter answered. "You raised me with Uncle Ben."

"Oh my-is he alive too?" May questioned as she covered her mouth with her hand.

"No I'm sorry." Peter said solemnly. "He's the reason I am even Spider-Man though. I could have saved when I first got my powers, but I didn't. Now I do what I do the way he would have done if he were in my shoes. With great power…"

"…Comes great responsibility." May finished with wide eyes. "Oh my God…it is you…look at you" May whispered before embracing her nephew tightly as tears rolled down her cheeks. "Y-you're all grown up. We lost you and didn't even get a chance to say good bye, but now you're all grown up." As he held his aunt something suddenly occurred to him.

"Wait, did Peter tell you he was Spider-Man before he died?" Peter questioned curiously.

"Yes."

"We knew for a while." May and Gwen answered respectively making Peter widen his eyes.

"Maybe you should tell your Aunt too. It's not like she'd be surprised." Laura said ominously as she thought about the time she trailed Ero. Peter frowned in thought before something else occurred to him.

"Wait, did this entire world know as well?" Peter questioned curiously.

"No. Everyone found out after- you know - the only ones who knew were us, MJ, and Osborn." Gwen said as she bowed her head slightly.

"Osborn…" Peter growled as he clenched his fist tightly.

"Good riddance." Laura muttered as her talons slowly slid out. "My only regret is that Logan got to him first."

"Oh and Kitty Pryde." Gwen added, surprising the hell out of the two other-worldly heroes.

! Spider-Sense: Exit. The. Fucking. Conversation!

"Hold up, rewind, Kitty Pryde? As in from the X-Men?" Peter questioned curiously as he ignored the slight buzzing.

! Spider-Sense: YOU DUMBASS!

"Oh you two were a whole thing." May said with a fond smile as Peter blatantly gaped at the two.

"Me and Kitty were dating?"

"Yup."

"The X-Men?"

"Mhmm."

"Wow. Didn't see that coming." Peter muttered as he turned to Laura who just shrugged. Suddenly a light-bulb seemed to go off in Gwen's head.

"Wait a second is there a me in your world?" Gwen questioned making Peter glance away quickly.

"Uh…yeah…" Peter answered carefully.

"Is she cool?"

"Insanely." Peter chuckled. "But she's….older, you know, my age."

"Let me ask you something weird are you dating her?" Gwen questioned with a grin as Peter was sure his Spider-Sense was going to burst out of his head and kick his ass.

Yeah as if that would ever happen.

"It was this…whole thing…" Peter answered vaguely making Gwen roll her blue eyes.

"You're dating MJ aren't you?" Gwen asked as if already knowing the answer and Peter was inwardly glad that the subject had been changed.

"There's a MJ here? Let me guess she's your age?" Peter questioned making Gwen nod.

"You bet, I texted her as soon as May woke up actually." Gwen informed the web-slinger.

"Cool, is she a model yet?" Peter asked curiously.

"A model?" Gwen questioned in disbelief making Peter rub his neck awkwardly.

"Well…in my world she's kind of a super model…."

"Are you kidding me!?" Gwen asked wide eyes. "A model with red-hair and glasses?"

"Well…she has contacts." Peter shrugged.

"She also overthrew a country's evil dictator, and led an attack against a more powerful country with nothing but a sword and shield and took it over making her the Empress of her own nation with three of the deadliest human females as her council." Laura added making Gwen and May look at her in shock as Peter face-palmed.

"...Yeah there's that too." Peter groaned. It wasn't until he got his memories of his wife back that Peter actually took a step back and looked at MJ's current situation as a whole. Safe to say the only thought that ran through his mind when he thought about The Crimson Empress was…

"How the FUCK did that happen!?"

To get an accurate feeling of how Peter felt, one would have to imagine waking upon morning to find that their significant other ruling a nation with an iron fist when the previous day she was just taking pictures for magazines and didn't have an ounce of combat experience.

"She-she over threw a country and waged war on a stronger one…and won with a sword?" Gwen asked slowly as May and Gwen stared at the feral in horror.

"It was self-defense, but make no mistake; she killed a lot of people." Laura answered bluntly. "My respect for her is immeasurable."

"Wow, that's morbid." Miles muttered.

"I-I'm j-just going to pretend I d-didn't hear that." Gwen stuttered out making May nod.

"Anyway." Peter interjected. "Again…it's this whole thing…" The wall-crawler trailed off making Gwen nod before turning to Laura.

"What about her? She is wearing an engagement ring." Gwen said and it was then that both Miles and May noticed that.

"This is from someone else." Laura answered. "I proposed to her a few days ago."

"Her?" Gwen and Miles repeated with slightly wider eyes. "W-well I guess you do sort of fit the part. Sorry for assuming that you two were together"

"What part?" Laura questioned curiously as she tilted her head slightly. "Besides…"

! Spider-Sense: Stop her now!

"Laura no-"Peter shouted but it was too late.

"…You didn't assume anything wrong." Laura said innocently making Peter bow his head as May, Gwen, and Miles looked at him in shock.

"Damn…" Peter thought as he held his face in his hands.

"W-w-wait-what?" Gwen questioned with wide eyes. "Wait you're sleeping with a woman who's about to be married!?" Gwen asked appalled before turning back to Laura. "And you! How could you do that to your fiancé!?" Gwen questioned confusing the hell out of Laura.

"It was her idea." Laura said truthfully as May felt a little faint. "Besides he's married too." Laura said bluntly as she pointed at Peter.

"Did she just throw me under the bus again!?" Peter wondered as the attention was turned back to him.

"Oh Peter…how could you do that to your wife?" May asked in despair as she shook her head sadly.

"Which one? He currently has two." Laura added.

"How-wait is that even possible!" Miles questioned as he looked at his idol with wide eyes.

"Peter!" May said scandalized.

"Wow…so, you're like some sort of pimp in your world? Would our Peter have ended up like you?" Gwen wondered as she leaned back into the couch.

"One more time, it's this entire thing. It's a political marriage to keep the country of Emora stable." Peter tried to explain.

"Emora?" May repeated in confusion.

"The country led by MJ." Peter answered. "Maybe I should explain." So Peter spent the next few minutes going over how Emora came to be as the three inhabitants of the current dimension listened on in shock. "So now to keep a civil war from breaking out I am married to Symkaria's former leader Silver Sablinova and one of the former triumvirate Black Widow AKA Natasha Romanoff."

"…And you're alive?" Miles wondered in awe. Safe to say he had heard about both of those women, the shudder he had would have put earthquakes to shame. May rubbed the bridge of her nose as she sat down to absorb this new information as Gwen had to shake her head to force herself to focus again.

"So…you have to produce heirs for two different women later?" Gwen tried to clarify.

"Should not be so hard, he has two offspring from two other women coming now." Laura piped up and Peter turned to her with an expression that practically screamed: There is no way in hell you are this dense!

It was then he saw something terrible.

Laura's lip quivered slightly.

"She's trying to hold back a smirk!" Peter realized in terror. "She did this on purpose! Why!?" Because everyone was looking at him nobody saw Talon mouth the words: Payback for throwing me.

Many things followed.

Miles accidently fired the web-shooter again as the poor kid looked extremely embarrassed for his idol. He was a teenaged boy; he had an idea of how Peter must have felt at that moment. It would be like his mom finding about his hidden stash of porn.

Gwen began coughing frantically.

….and May

Oh God Aunt May…

"Peter let's have a little talk dear, that I'm sure that the me in your world didn't get the chance to have yet." May said sweetly as she walked towards her nephew who shrunk back in fear because he knew that tone…

…sweet Jesus did he know that tone. It was the same tone that sometimes haunted his dreams when he slept.

"N-now a-aunt May…I can explain-*OW!*" Peter yelped as the woman grabbed his ear with a force only an irate mother or guardian could muster and proceeded to drag the costumed hero out of the room. The occupants watched with wide eyes as she slammed the door behind them.

"I-is…he gonna be okay?" Miles questioned in confusion as Gwen repressed a shudder.

"Not at all." The blonde answered truthfully making the feral look at her in confusion. "Listen, I'm assuming you don't know aunt May if Peter keeps his life as Spider-Man a secret from her. I'll tell you this now; I don't care how strong you are. Do. Not. Piss off. Aunt May."

"You must have lost your damned mind!"

"Ow! Aunt May wait-Oh no! "

Miles brought his knees to his chest and began to rock back and forth as he had flash backs of his own mother. He shuddered to think what would happen if she ever found out he was Spider-Man. Laura idly wondered how her own mother would react if she found out about her current relationships if she had lived long enough for them to truly be a family.

…

…

…she also wondered why the hell a chill had just gone down her spine.

-10 minutes later-

Peter re-entered the room as he held his ear in pain while May followed him with a smile that unnerved everyone.

"Glad we came to an understanding dear." May began kindly. "Now make sure you take care of those girls and your kids okay?"

"Y-yes aunt May." Peter said as Miles glanced out the Window as a red blur passed the window.

"Guys we have company." Miles said as he stood up just before the doorbell rang. Frowning, in confusion the others exited the room and walked down stairs to the front door. Peter gestured for Gwen and May to stand behind them and opened the door to find none other than Spider-Woman and a muscular teenaged male with short blonde hair and blue eyes standing behind her. He had on a pair of black jeans, black sneakers and a black hoodie.

"Uhh…hello?" Peter said as stared at Jessica. "Decided to take my advice?" Peter questioned making his clone sigh.

"Against my better judgment, yes." Jessica said dryly as May and Gwen looked at her in confusion. "Fury pretty much expected me to do so and asked that I bring him…" Jessica began as she jerked a thumb at the confused teen. "To Talon since I was on my way here."

"Why exactly am I here? And who is this Talon that wants to meet me so badly?" Jimmy questioned sounding impatient. He wasn't exactly fond of being dragged out to some random part of New York for no reason.

"That's her, sport." Jessica said as she pointed at the wide-eyed Talon. "What happens after this is no longer my problem." Jimmy nodded and approached the shorter woman; however, as soon as he took two steps towards her he froze.

"…You….you smell like me." Jimmy muttered in confusion making Talon look at him solemnly.

"I am Laura Kinney, or Talon as Spider-Woman has said, and to put it simply I am the clone of your father…from a different dimension." Laura said seriously making his eyes widen in shock.

"My father…?" Jimmy questioned carefully making the feral sigh and raised her fist.

*SNICKT!*

"Your father." Laura said simply as she revealed her talons making him take a step back showing that she was indeed talking about Wolverine.

"W-what did you want with me?" Jimmy questioned defensively making Laura shrug.

"As…strange…as it sounds I just wanted to see how you are doing." Laura said honestly. It was mainly Logan's genes kicking in but for some reason she instinctively saw the young man as her cub, she knew that Logan would feel the same if was here. "Come let's talk somewhere in private I will tell you about your father, from what I have heard he is very similar to the one from my world." And with that Laura brushed passed him and out of the door.

"What makes you think I want to know?" Jimmy asked, not moving from his spot. "Like you said he isn't the same one as my father."

"Because I can read you like a book." Laura said without looking back. "Why? Because you are just like me. Brought in to the world with the genes of a man you did not know. Bust most importantly…" Laura trailed off as she looked at him from over her shoulder. "I'm the only one you will meet that can truly understand you. I was given the chance to answer any questions you have concerning the monster within. Don't waste it."

"How…do you know about that?" Jimmy questioned as he turned to face her as the other occupants of the room looked on silently. This woman was probably the only chance he had at dealing with his greatest fear. A fear that no one knew he had.

"You have only just awakened your mutation." Laura said calmly. "Little by little you can feel it can you? You're turning into an animal. Your senses get stronger each day and every now and then you have to deal with urges that no human or even mutant should have. I'll tell you this now. Soon that side of you will be just as strong as you are, take all of the help you can get now before you lose control." Jimmy said nothing but she could see the understanding in his eyes. Without a word the son of Wolverine followed his father's other-worldly clone.

"Well….that was….strange." Gwen finally said before turning to Spider-Woman. "And what did you want again?" Jessica looked at the concerned faces of Gwen and May and began to take a step back.

"I-I'm sorry this was a stupid idea, I'll just…" Jessica trailed off as she turned to leave only to run into a cross-armed Spider-Man.

"Listen, I just went through the same exact thing you are. It'll be okay trust me." Peter said softly making her bow her head and turn back towards the other. Raising her hands to her face she pulled off her mask and stared at the two as tears fell from her eyes, giving the two a strange feeling of déjà vu.

"Hi…I'm Jessica Drew…" She began shakily before taking a steadying breath. "I'm Peter's, your Peter's, clone."

"W-what?" Gwen gasped out as she felt slightly light headed. May just stared at the young girl in disbelief, the teen had saved her life after New York was destroyed by Magneto but when she asked her what her connection to her nephew was, she never got an answer.

(LIAG Helpful Info: during the arc Ultimatum…Magneto devised a plan that took control over the Earth's magnetic poles, creating natural disasters all across the globe which includes a large tidal wave that killed MILLIONS of New York citizens. A LOT of people, heroes, civilians, and villains died to this and most of the time in the Ultimateverse once you die you stay dead.)

"Oh my…but how?" Jessica sighed and began to explain the events of the Ultimate Clone saga. "So here I am now, equipped with all of Peter's memories and trying to make something of my life." There was nothing but silence for a couple of moments before she turned to Peter in exasperation. "I told you this was a bad idea-"Jessica was cut off as May embraced her tightly, surprising the hell out of her

"Why…why didn't you tell us?" May questioned the clone sadly as her shoulders shook with repressed sobs.

"I was going to break the news to you along with Peter eventually…but then he died. All that was going on, I couldn't just pop up, it'd have done nothing but cause unnecessary pain. Besides I wasn't even sure if you'd accept me." Jessica explained as she closed her eyes.

*SMACK!*

"You idiot!" Gwen said angrily. "If May took me in, you know damn well she would have gladly accepted you." Jessica could do nothing but look at the blond with wide eyes as she held the side of her face. Oddly enough, both Spider-Men began to feel very out of place and Peter could tell by the look in Gwen's eye that Jessica was about to get a mouth full.

"Hey kid, follow me I got something for you." Peter said as he quietly walked back up the stairs to his room as miles followed him curiously. Once they reached the bedroom Mile's instantly found himself catching a note book and pen that was thrown to him by Peter.

"What's this for Peter?" Miles questioned curiously.

"Listen kid, I have no idea how long we're going to be in this world but I need to leave as soon as I can find a way. You have heart; I like that, so I'm going to give you a crash course on being Spider-Man!" Peter explained to the wide-eyed teen. "Give me a second I have to find something…" Peter trailed off as he searched the closest as Miles continued to stare at him in confusion. "Whoops! So that's where he kept his stash?" Peter muttered as he closed the door. "If the magazines are there, then they must be…" Peter trailed off as he searched under the bed and pulled out a brown box. "Bingo!" Peter cheered as he opened the box to find two web-shooters.

"What?" Miles questioned with wide-eyes before he finally realized what happened. "Peter…I-I can't take these!"

"Trust me kid." Peter said with a wink. "I think I might be a bit more of an expert on how Peter Parker's mind works than you. He would want you to have these and so do I. Now get ready to take some notes, there are fifteen tiers to being Spider-Man. Tier one one: Web fluid…" Peter began as miles began to frantically write down notes.

-One Hour Later-

"That concludes Tier fifteen: Tantric energy." Peter finished as a very embarrassed Miles gaped at him as hands trembled slightly.

"So wait, when do I start Tier fif-"

"-You stay the hell away from Tier fifteen!" Peter snapped before coughing slightly. "Sorry that was the inner big brother in me. Seriously, unless you can afford a child and still be Spider-Man I highly suggest saving that until you're older. The only reason I told you now was because I doubt you would have found out later."

"O-okay." Miles stuttered out, for a split second Peter reminded him of his parents when they got angry.

"Now let's see we've covered everything from web fluid to the dangers of dating multiple women and making deals with the devil to Tantric energy. You should be set." Peter said with a smirk. "Make sure you photo copy that and give it to Jessica, I'm sure Peter's memories only got her to tier eight. One last thing…You know somebody by the name of Shang-Chi? If so is he a hero or villain here?"

"Peter helped him out in Chinatown awhile back. He's a hero." Miles answered with practiced ease making Peter pause slightly.

"Damn you're good. Makes me wonder if I have any fans back in my world." Peter chuckled, but then again Spider-Man 2099 was sort of the answer to that question. "Anyway. Find him." Peter said seriously. "You and Jess go to him and create an actual fighting style named The Way of the Spider. I'm still surprised that I lived as long as I did with my former way of fighting, you're even younger than I was and your moves are even worse than mine were!"

"Well…I did just mimic what I saw you do on Youtube videos…" Miles trailed off as he rubbed the back of his head while Peter stared at him blankly.

"You find him tomorrow." Peter deadpanned making the kid nod.

"I think it's time for us to go." Miles said as he pointed out the window where a limo bearing the S.H.I.E.L.D. emblem pulled up in front of the house. Peter nodded and put on his mask as Miles did the same they were about to leave when Peter suddenly crossed his arms and turned towards the younger Spider-Man.

"Excuse me, aren't you forgetting something?" Peter questioned as he pointed at the Web-shooters that were still on the bed.

"My bad!" Miles said sheepishly as he ran to put them on. Once that was settled they went down stairs where they saw a red eyed May, Gwen, and Jessica eating ice cream on a couch.

"Okay…they totally had a chick moment when we left." Peter quipped making Miles shudder.

"Thank God we left when we did…"

"It's time for us to go, Fury pulled up." Peter called out making the women turn to him. Jessica nodded and put on her mask and went to the door with the Spider-Men as Gwen and May followed them. Peter opened the door to see Fury just about to exit the limo.

"…wait what about Tier fifteen?" Jimmy questioned as he held a notebook. Talon had been going over what she called the Fifteen Tiers of a feral, which covered everything from dealing with increased senses and the Berserker rage to lastly dealing with increased sexual urges.

"-You stay the hell away from Tier fifteen!" Laura growled out surprising the hell out of Jimmy and giving Miles a strange sense of déjà vu. "However if it really becomes too much, go to Hell's Kitchen, the prostitutes are the cheapest, cleanest, and best looking there. Remember don't worry about STD's because that's what your healing factor is for." Laura informed Jimmy as the others stared at her in disbelief.

"…Hell's Kitchen." Jimmy muttered as he wrote that little tidbit of information down.

"It's time to go now." Fury said seriously making Peter nod before turning to May.

"I changed my mind this was a very good idea." Peter said gently as he hugged his aunt.

"I'm so glad you did. I finally get to say this properly…Goodbye." May said as she began to cry while smiling.

"Goodbye." Peter said before turning to Gwen and crossing his arms. "I really like this thing with you here like this. Take care of her." Peter said making Gwen giggle and playfully punch him in the arm.

"Done." The blonde said before embracing the older man tightly. "Good bye."

"Goodbye Gwen." Peter said before something occurred to her.

"You know, I never did find out what I was in your world." Gwen stated making Peter mentally wince.

"You're the driving force behind the greatest hero ever." Talon said simply making Gwen nod before turning to Jessica.

"You better come back." Gwen said with narrowed eyes making Jessica scratch the back of her head sheepishly.

"I'll have a place waiting for you dear." May told the clone gently. "I don't care how you were brought into this world, you are family." Jessica nodded her head as she was positive she couldn't trust her voice. She was glad that she was wearing here mask because she didn't want to let Nick see her cry.

"Alright kid, time for you to get back to school." Nick Fury said as he turned to Miles.

"Actually, I want him to come. He's going to be something special one day I can feel it." Peter spoke up making Fury pause for a second.

"Get in the car." Nick said suddenly surprising Miles. Peter walked towards the limo as he felt the surprised stares of a large crowd before a flash of red caught his attention. Turning, he managed to see the form of a young MJ staring at him from next to a street light. Peter raised his hand towards her but much to his dismay she turned and ran.

"I got this." Talon piped up before dashing forward on all fours like a savage beast.

"Okay…I am definitely going to practice that." Jimmy muttered as he stood next to Miles.

"That does look pretty cool." Miles agreed.

MJ barely made it to the end of the street before a shadow descended upon her, knocking her to the ground.

"Ow…" The red-head groaned before yelping as she was picked up fireman style by Talon. "What are you doing!? Better yet who are you!?"

"The woman that's stopping you from making a mistake." Talon said simply as she walked back towards, what she assumed was, a gaping Peter.

"I know what I'm doing! Please…I-I don't want to see him." MJ said sadly making Talon chuckle, she idly wondered what it was about red-heads that awakened her inner Logan.

"Sorry darling…" Talon smirked. "You're a red-head; you stand a snow ball's chance in hell at successfully lying to me. Blame Wolverine." Talon explained as she finally made it back to the heroes.

"We don't have time for this, bring her along too." Fury ordered as he climbed back into the limo. Talon nodded and tossed the teen inside before climbing in as the heroes climbed in after her.

"Hey…I was wondering." Miles began as he pulled off his mask and sat next to Nick. "Do you have a Nick Fury where you come from?"

"Yes." Talon answered.

"…But he's white." Peter added making Fury chuckle and smirk at him.

"Sorry to hear that." Nick stated as the wheels of the limo flipped, turning the vehicle into a hover car.

"Actually that makes me wonder, your dad wouldn't happen to be white would he?" Peter questioned making Nick raise an eyebrow.

"What makes you ask that?"

"Well it's just that we do have a Nick Fury Jr. that looks exactly like you, eye-patch and all, but he's our Nick's son." Peter explained making Fury snort. (LIAG Fun Fact: Canon.)

"Well how about that?"

-In front of the Parker House-

May and Gwen waved at Peter as the vehicle took to the skies.

"I made the right choices." May said suddenly with a smile.

"What?" Gwen asked as she waved.

"Nothing dear." May said as they put their hands down.

"Well I know one thing….I'm writing a book." Gwen said with a smile.

-In The Limo-

Peter was currently sitting next to a silent MJ trying very hard to figure out a way to break the awkward silence when Miles suddenly tilted his head as he stared at MJ.

"Hey…isn't she the one who you said became a Super Model and an Empress back in your world?" Miles asked innocently making MJ snap her head up and look at Peter in shock as Talon turned to stare out of the window to hide her smirk.

"What?" MJ gasped out. Peter couldn't help but chuckle at the sight of the gaping teen before reaching under his shirt and pulling out his phone and quickly went to his pictures. Snickering slightly as he passed the picture of Talon being kicked by Miles-

"Grr…"

*Gulp!*

Peter quickly passed it as he heard the threatening growl from Talon before finally landing on a picture of a smiling MJ as she sat on her throne giving the camera a peace sign. MJ looked on in awe as she stared at the photos Peter had of her. She knew she'd fill out eventually…

…but damn she looked good!

"Whoa."

"Yup. Just proof you can do anything if you keep your mind to it." Peter chuckled and began to tell the young MJ everything involving their relationship easily keeping Jessica and MJ listening in rapt intention. Nick smirked before leaning over to a smiling Miles.

"That was good kid, breaking the silence like that."

"I have no idea what you mean." Miles said innocently making Nick chuckle.

"You're on your way kid…you're on your way."

Jimmy frowned in confusion as Talon suddenly raised her phone towards him. Grabbing it, Jimmy widened his eyes as he saw pictures of a short vicious looking man.

"Old Man…" Jimmy said softly as she searched the pictures as Talon looked on with a smile. Jimmy would always consider his adopted father as his real father, and who could blame him? He didn't even know Wolverine was his father until after he died. That still didn't mean he didn't respect the hell out of the old feral.

"…and this is our Spider-Woman." Peter said as he showed his clone a picture of Jessica.

"She's so…different." Jessica whispered in awe.

"She doesn't share your relationship with me." Peter reminded making MJ look between the two of them in confusion.

"What exactly is your relationship with Peter anyway?" MJ wondered making Jessica glance to the side.

"I'm, sorta his clone?" Jessica said although it came out like a question.

"She's like me, a clone of a different gender, although unlike me she has Peter's memories up to a point." Talon helped her fellow clone out making MJ stare at the hero incredulously.

"Wait when you say you have his memories to a certain point…..just how far are we talking?" MJ asked carefully making Jess turn to stare out the window and thanking every deity she could think of that no one could see her face. For some reason miles away Thor had to resist the urge to say: you're welcome.

"Oh…"

"Yeah…" Jessica sighed as she face-palmed. As Miles, Peter, and Jimmy looked between them with wide eyes.

"You know this brings up a perfect chance to have this finally answered." Peter said suddenly gaining their attention much to Jessica's relief.

"Thank you Peter."

"I have absolutely no idea how to ask this without sounding like a complete creep so I'm just going to bite the bullet and ask. I tried to get the answer from Talon, but like she said she doesn't have Logan's memories…"

"Fuck you Peter…" Jessica thought angrily already knowing what was coming. Peter may have been older than her Peter but she had the same conversation with the younger Peter and knew exactly what was coming.

"Well it' just…I'm straight." Peter began carefully.

"…And you want to know whether or not I'm gay." Jessica said with practiced ease. She managed to dodge actually answering this with her Peter before but now it looked as though she wouldn't get the chance. (LIAG Fun Fact: No bullshit Ultimate Jessica and Peter had touched on that subject, but Peter never got an answer.)

"You're good…." Spider-Man trailed off as he waited for an answer. Well if he wanted an answer Jessica was going to at least have some fun with it.

"Well yes, the orientation of who I'm cloned from does directly affect mine. I realized that after I kissed Johnny." Spider-woman deadpanned. "3…2…1…" Everyone, hell even Nick, turned to stare at Peter with various degrees of disbelief. Talon frowned after a while when she noticed he wasn't moving.

"Damn it, he passed out." Talon muttered before reaching into her coat and pulling out a bottle. "Hold your breath Jimmy." Talon advised as she popped the top and waved it under Peter's nose.

"W-what? I just had had the weirdest-oh dear lord they're still here." Peter muttered as Talon popped the cap back on the bottle and pocketed it.

"I really can't wait until we get back, Chun-Li's trip is ending soon and she will definitely want to hear about this one." Talon smirked.

"…The chick from Street Fighter?" Miles questioned in confusion making Talon turn to him.

"It's a very long story."

"As I was saying, I may have kissed Johnny but the only person I have ever loved is female." Jessica answered making Peter sigh in relief. It was then that everyone felt it was best to ignore the elephant in the limo and attempt to start a different conversation…

…Well everyone but Talon of course.

"So who is she?"

"Damn…." Everyone but Laura thought as another awkward silence descended upon the vehicle. The men did their best to completely ignore the women as Jessica and MJ tried their best not to look at each other. (LIAG Fun Fact: You know what the most beautiful thing about this is everyone? Ultimate-Jessica's love for MJ is canon. She admitted it herself.)

"How close are we to the base?" Miles whispered to Nick who promptly placed two fingers to his ear.

"Hurry your ass up!" Nick whispered harshly to the driver making the vehicle fly faster. "I am getting tired of the heroes and their awkward moments."

"Heroes on a Hovercraft?" Peter piped up. "You should definitely attempt to star in that movie." Peter quipped making Miles and Jimmy snicker.

"This is…interesting…" Talon murmured as she looked between the two young women. "A woman who could never possibly love anyone that didn't match Peter, and a girl that is an exact replica of Peter who has all of his experiences, but is trapped in the body of a woman. Jubilee would love this."

"Nick…" Miles groaned as Fury patted him on the back.

"Don't worry kid we're there it'll soon all be over." Nick sighed as the hover craft finally landed. Nick opened the door and nearly as one, all of the men attempted to dive out of the vehicle. Talon raised an eyebrow at them before strolling out of it as if she hadn't done anything. Jessica and MJ continued to look away from each other before Jessica gestured towards the door.

"Non-cloned Ladies first." Spider-Woman offered making MJ nod her head.

"T-thank you." The red head got out before rushing out of the limo with Jessica trailing behind her.

"What the heck was that about?" Peter questioned Laura quietly making her glance at him before looking back at the two young women.

"I told you before, it's best not to ignore this kind of thing." Talon said quietly. "Tell me when you look at them what do you see?"

"Two very confused young women." Peter deadpanned.

"True. But let me ask you something." Talon began quietly as they walked. "You love your MJ right?"

"Of course."

"This MJ loved her Peter as well, but unfortunately he is gone. Now you need to understand that you are not exactly the easiest person to replace, in either our reality or this one, it's virtually impossible for her to find a better man than you. Now you have another woman that is the same as you in every way sans gender who actually loves her. All I did was make them both aware of this, they can't ignore it it's not in human nature or mutant nature, whatever happens is up to them."

"Jessica doesn't deserve to just be used as a replacement Laura…"

"Of course not, if she was a male clone I wouldn't have said anything at all but her gender will force her to be seen as an individual; which would be good for her because an identity is the one thing a clone craves…trust me on this Peter; I know clone mentality." Talon said softly. "The name 'Talon' is quite possibly the single greatest gift I have received and ever will receive."

"You're right, I shouldn't question you. After all you somehow dragged me to be a member of your harem." Peter said with a snort.

"Or is it the other way around?" Talon questioned in amusement. "Last I checked you had more significant others than I do." Peter shook his head as they finally reached an elevator.

-Minutes Later: Triskelelion: Lab-

"Tony Stark, Peter Parker and Laura Kinney." Nick Fury said as he introduced the heroes.

"Whoa." Miles said in awe as he looked around the lab.

"Okay, tell me right now. What exactly did the Mysterio suit broadcast? Would 'ya say it's an apparition or more of a fully formed bloorganism that-"

"Hey Tony." Peter interrupted his rant making the man raise an eyebrow.

"You know me?"

"I know a you, although he stopped drinking awhile back." Peter said as he gestured towards the glass of scotch.

"I like yours better already." Nick chuckled and Peter had to resist the urge to bring up Civil War. Tony was about to respond when he finally noticed Talon.

"*Whistle*Hot damn does Logan make a good looking girl, hey if you're not bust later-"

"She's engaged." Miles piped up as he continued to look at the lab in awe.

"As I was saying, I would stop drinking if you'd stop dropping impossible equations of interdimensional travel onto my lap." Tony continued the conversation with Nick without missing a beat. "If I could find this Mysterio I could maybe find a way to put this all together…I don't even know where the break point for the dimensional loop started because I don't even know where Mysterio is starting it from. It could be anywhere." Tony said seriously as he handed a holographic file to Nick.

"That's gonna be a problem." Peter muttered as he grabbed the holographic file from Tony.

"I can't start the equation to get him home because I don't know where the equation begins." Tony explained as Peter looked the file over.

"Let me see…"

"You some kind of scientist?" Tony question skeptically.

"Some kind." Peter answered.

"Any good?"

"You hired me. Well see here? You're looking at it like a curve…it's actually more like this-"

"Hey I know this." Miles piped up from in front of a large screen that had an image of Mysterio. "I know that building. That's in Brooklyn."

"What building?" Nick asked in confusion as Miles pointed beside Mysterio's head.

"That building."

"I don't-"Nick stopped when Tony zoomed in.

"That tiny light over Mysterio's shoulder, out the window. I know the building I cans see it from my bedroom at home." Miles explained making Jimmy whistle impressed.

"That's some pretty good observation there web-head." The Blonde young man chuckled making Miles grin.

"Tier three of being Spider-Man, know thy city."

"Now you're getting it!" Peter chuckled making Jessica turn to the Spider-Men in confusion.

"Tiers..?"

"I'll send you a copy later." Miles said as he shrugged as Tony brought up a holographic model of Brooklyn.

"He's been broadcasting his videos somewhere in here then." Tony muttered making Miles turn to Nick.

"So can't you trace him from that then?" Miles asked in confusion Making Nick smirk.

"Good Job Kid." Nick said before pressing two fingers to his ear. "This is Fury. Code name. One eye eagle. Code white. Full Battalion…I need everything." Nick said as the heroes prepared for combat.

"Guess it's time to get ready to go home." Peter told Talon making her nod. MJ looked down sadly before giving the man a sad smile.

"I guess this is it, I'll miss you Peter…" MJ said sadly before giving him a tight hug, which he returned, as she began to cry. "Goodbye Peter, I'm so happy that you turned out to be such a good hero." MJ said sincerely as she released him and turned to Talon. "Thank you too…I needed this, now maybe I can try to live my life again." Talon nodded her with a smirk as she glanced at Jimmy who returned it.

"Tier four the nose knows." Jimmy chuckled before fist bumping the clone.

"Jessica…" MJ began as she turned to Spider-Man's clone, making said clone look at her in surprise. "I don't know how strong this guy is, but be safe okay?"

"Of course it'll take more than a wannabe Youtube sensation to take me down." Spider-Woman snickered.

"You know Laura; I'm actually kind of sad to leave this place." Peter said to his feral lover.

"I understand, but we have to win the tournament our world needs us."

"No rest for the heroic." Peter quipped.

-Hours Later: Brooklyn: Abandoned building: Earth-616-

"I have him trapped on a world where Peter Parker has died, He lives in a world where Peter Parker is dead and now this world will have no Spider-Man. He is trapped forever, imprisoned." Mysterio muttered as he paced back and forth in front of the portal... "That's it! I keep the dimensional vortex shut and that is it. Whoever his loves ones are here, whatever life he has built for himself I don't have to figure out a way to ruin it. It's over; Spider-Man will cease to exist. I won…so why isn't it enough!?"

*Sigh*

"That's it…" Mysterio said as he picked up his helmet. "I have to see it… I have to see him suffer and die. I'll just peek in and see it for myself." Mysterio muttered as he placed the helmet on. "Mysterio Avatar: Activated." Mysterio was about to send another one of his Avatars in to the portal when…

*THWIP*

*THWIP*

Two web lines fired from the portal, one ripping off the helmet and the other dragging him into the portal.

-New York: Abandoned Building: Brooklyn: Earth-1610-

"Surprise!" Peter shouted as he held a web-line in his hand as the Ultimates plus Talon and Jimmy. Stood behind him.

"It's your super-villain retirement party!" Both Spider-Woman and Miles quipped before turning to each other. "Nice." They said once again in sync as they high-fived.

"So you're Mysterio?" Jimmy questioned with a grin that was slightly more feral than normal. "Bad news I'm currently trying to be the best at what I do…"

*SNICKT!*

"I really can't wait for you to figure out what that is." Talon growled as both ferals released their claws, here was Adamantium and his were bone that was soon coated with metal. Mysterio stared at the blades in horror before leaping to his feet with a glare as he reached into his pocket for his chemicals.

"No!" Mysterio shouted in anger.

! Spider-Sense: Fuck him Up!

! Ultimate Spider-Sense: Take him down!

! Spider-Sense of feminine fury: DESTROY HIM!

Time seemed to slow for Peter, Miles, and Jessica as they all raised their hands and made devil horns.

"Web Ball Assault!" The three shouted as they began to release countless web balls that all impacted into the villain, sending him crashing to the ground as he was covered in webbing. Meanwhile the other heroes all looked on in disbelief as the three Spiders continued their assault, even after it was clear that Mysterio was subdued.

"You…you think we should tell them to stop?" Jimmy wondered with wide-eyes making Nick shake his head.

"No…no just let them get it all out."

*Click*

*Click*

"I'm out." Jessica sighed as Miles checked his own shooters.

"Same, man I love these things." Miles gushed. They both turned to Peter only to realize he was still going. "Wow, his must carry a lot."

"Not at all." Talon deadpanned. "He has acquired organic ones; he will literally keep this up for another half hour. Peter! You got him!"

"What-oh-uhhh well…." Peter said sheepishly as he lowered his hands. "Oops." Talon shook her head as Nick face-palmed.

"Someone dig him out." Fury muttered.

-10 minutes later-

A struggling Mysterio cocooned in Web was hoisted up by Thor.

"You can't keep me here! I don't belong here!"

"You should have thought about that before you went and acted like a fool." Nick said simply making Miles nod.

"For real."

"So you're gonna keep him here?" Spider-Man wondered honestly he had no idea what to do with Mysterio.

"I assume where you're from not many people know you're Spider-Man." Nick said making Peter nod.

"Yeah?"

"Then I think he's better off here." Nick deadpanned making Spidey nod.

"Yeah, that would help me out a lot actually."

"You're welcome." Nick said with a smirk as Iron Man approached.

["Well my readings indicate that the vortex is actually surprisingly stable, you can go home whenever."] Iron Man informed them making Peter and Talon nod at each other.

"Before we leave, I want you all to promise me something." Peter said seriously confusing them.

"What?" Nick questioned curiously.

"Do not destroy that portal." Peter said seriously, shocking them. "I have been thinking about this ever since you told me about that disaster caused by Magneto. There may come a time when something like that happens again…in either of our worlds. I just want you to know if you ever need an extra man, find me."

"That applies to me as well." Talon said as she crossed her arms. The Ultimates looked at each other before Thor walked up and placed a hand on both Peter's and Talon's shoulders

"I think I speak for everyone when I say thou can count on us." Thor said proudly making the other heroes nod.

"That's good. I'll take the Portal from my end and keep it in a safe place." Peter informed them making them nod. Peter then turned to Miles, Jessica, and Jimmy. "Listen as weird as this sounds you three reminds me of myself and two important friends of mine." Peter said as he suddenly thought of himself, Logan, and Carol. "You three should at least try to makes some sort of bond you never know when you might need someone go head first into the trenches for you, ya know?"

"I think I get what you're saying." Jimmy said as he turned to Talon. "Tier nine friends close, enemies closer, and your most loyal companions the closest."

"Why couldn't Daken be like him?" Talon wondered with a mental sigh. "You're beginning to understand." Talon said with a small smile.

"One last thing before we leave though…I have got to get a group photo or nobody is going to believe this crap when we get home." Peter deadpanned making the Ultimates chuckle.

"Alright, I think we can humor you for one." Nick agreed making Peter grin before pulling out his phone and setting a timer on its camera. Peter stuck it to a wall with webbing and quickly ran back to the other heroes.

"Alright, everyone one smile." Peter called out as the heroes all let a smile grace their lips.

*FLASH*

"Perfect. Okay don't be a stranger Spider-Man; I'll see you around one day." Peter told The Ultimate Spider-Man as he ran towards the Portal.

"Stay on the top of the food chain, Jimmy." Talon called out as she followed Peter. "Also Spider-Woman, there's nothing wrong with taking a chance." Talon said knowingly as Jessica gaped from behind her mask.

"Yeah go for it! He would have wanted you to, hell I want you to!" Peter shouted before disappearing through the portal with Talon following a second later.

"Heh, looks like ya got permission." Jimmy smirked at Jessica. "If I was you I'd hit it like the hammer of Thor."

"Excuse me?" Thor questioned in confusion.

"You only live once." Spider-Man shrugged as he followed Jimmy. "Hey wanna come to my place and play some games? It's literally down the street."

"Got any drag racing ones?" Jimmy questioned with a raced eyebrow. (LIAG Fun Fact: Jimmy likes drag racing. In fact his mutation manifested when he had a deadly crash while drag racing.)

"Of course."

"Then let's get to it." Spider-Woman stood dumbfounded as she watched the two leave. She then glanced back as she felt a hand on her shoulder and saw Nick Fury staring down at her. The man said nothing but he did nod his head once. Jessica glanced down for a split second before running after the two.

"Hey wait up! Let me show you two how it's done!"

"Nick?" Tony questioned in confusion making the man sigh and stare up into the sky.

"Those three….they are going to be something big, they deserve a chance to be kids while they can." Nick said solemnly before turning towards the portal. "Close it up Stark, and bring it back to HQ."

-The next day: New York: Avenger's Tower Earth-616-

"And that's what happened." Spider-Man shrugged as he explained his and Talon's absence to a room of gaping heroes, altering a few details of course.

"Bullshit." Wolverine finally spoke up making Spidey turn to him and hand him a picture.

"Blonde kid is your son by the way." Spidey deadpanned as Logan stared at the photo in shock. "Gotta admit though I am getting tired of people who either copy me or are cloned from me getting better stuff."

"Like you know about clones or being ripped off web-head." Logan snorted, but stopped when he realized what he said and who he said it to. Dante and Trish looked around at the wincing faces of the assembled heroes and Trish voiced her concern.

"Did…did it just get colder in here?"

"Damn it Logan…" Tony grumbled.

"I think it might be a good Idea for you to leave the room Jessica…" Captain America whispered to Spider-woman who quickly exited.

"I don't get it." Deadpool complained and quickly went flying via a red-clad fist with web patterns.

"Wait hold up!" Tony interrupted suddenly. "What happened to the portal?"

"It destroyed itself when we attempted to close it." Talon lied smoothly; she was possibly the only one that could escape Logan's nose. The truth was that when Spider-Man decided he was going to show it to S.H.I.E.L.D. his Spider-Sense went haywire. He was confused as hell, but then he began to wonder if Felicia may have been right about being careful around them so he locked it up at his lab.

"Damn, I kind of wanted to talk to myself." The billionaire sighed making Spidey chuckle.

-Meanwhile: With Madame Web-

Julia was walking around her house when her head suddenly exploded in agony, sending her crashing to her knees as her eyes glowed red. She screamed as she was assaulted by various images.

Talon trapped in place made of blood and fire.

New York exploding.

The Moon shattering.

A battle scarred Alpha, Jean, and a strange man with six arms and glowing white eyes all glaring at a woman with cold emerald eyes.

A smirking red-eyed Jubilee staring down at a group of Vampires

A one-armed Chun-Li pierced through the chest by a black demon with bright blue eyes.

A young woman with red-hair staring down the Avengers.

Ero parrying a man dressed like Spider-Man's stingers with her own inside of a church.

A vicious looking Peter grinning over Octavius's dying body

"W-what the hell is going on!?"

To be continued…

Next Chapter: Date Night Pt. 2

-OMAKE 1-

What if? Iron Man vs. Batman

(Note I was inspired to do this from a picture I saw.)

["So we finally meet."] Iron Man said as he stood on the roof of Avenger's Tower at night. ["No use in hiding my thermal sensors have already picked you up behind me."]

"Is that so?" A dark voice said from in front of the armored Avenger making him snap his head forward in shock.

["H-how the h-hell?] Iron Man questioned as he saw a dark figure standing in front of him as its black cape flowed in the wind. "How can you fool Jarvis' sensors-"

"-because I'm Batman." The figure interrupted gravely. "After spending thirty minutes here I managed to figure out everything about you, of course you realize what must come next."

["I had a feeling this day would come."] Iron Man muttered. ["It's time we settled this."] Iron Man said making Batman nod and pick up a suit case as Iron Man mimicked his actions.

*Click!*

*Click!*

["Batsy!"]

"Stark!"

["RAHHHH!"] Both heroes roared as they opened their respective suit case, revealing them to be full of hundred dollar bills, before throwing the cash at each other.

["You can't win! I'm Tony fucking Stark!"]

"I'm Batman!" The caped crusader roared. As this was going on neither noticed Spider-Man crawling on the ground. Once the web-head got in between them, he began stealthily picking up the money.

"Looks like I can finally pay rent! Today was a good day." Spidey thought happily.

OMAKE: END

-OMAKE 2-

-Parker House Earth-1610-

"I'll admit some of these are interesting…I sure as hell can agree with most of them." Jessica trailed off as she looked at the notes that Miles had photo copied for her about being Spider-Man. "Still, the Tier about dating more than one girl at the same time? I don't think that's actually necessary for being Spider-Man." Jessica chuckled as she lied on Peter's former bed. She currently had her phone on speaker and was having a three way chat with Jimmy and Miles.

["Hey who knows it must be important if he spent the time ranting about it. He was talking about that longer than he was the Tantric thing."] Miles piped up.

["Sides' after everything we've seen anything is possible."] Jimmy said and she could almost feel his shrug. ["Hell, I'm still trying to figure out whether or not Talon would be my aunt or me sister. You're a clone tell me how it goes?"] Jessica was about to respond when she saw her door about to open.

"Hold that thought."

*Click*

"What's up?" Jessica questioned in concern as she found a nervous Gwen enter her room.

! Spider-Sense: You see that window over there? Jump out!

"Umm…can I ask you something private?" Gwen asked as she averted her eyes from the female. Jessica, forgetting she was on the phone, sat up and looked at the blonde worriedly.

"Sure?"

"H-how did you know you were…um…" Gwen trailed off as she made weird gestures with her hands, confusing the hell out of Jessica for a couple of seconds.

"How did I know I was what? Ah!" Jessica understood instantly before coughing awkwardly. "Well-I know this might sound cliché- but I guess you could say I was 'born' that way? I mean yeah I'm a girl but I have the mind of a hormonal teenaged boy." Jessica said dryly with a wry smile. "I honestly have no idea how it goes for 'normal' people."

"Ah okay…"

"Why so curious?" Jessica questioned as her Spider-sense screamed at her to leave the damned conversation. Really what would make the blonde so curious, and nervous? It's not like it was a surprise it be more of a shock if she was straight in all honesty. So why-

! Spider-Sense: You're entering dangerous territory turn around and leave!

"Oh…" Jessica trailed off awkwardly as Gwen bowed her head slightly.

"Yeah oh…"

"So wait you're-"

"-I don't know." Gwen groaned as she sat next to Jessica and buried her face into her hands. "I tried to ease into this subject once before with MJ, but it ended up coming off as a joke so she didn't take it seriously." (LIAG Fun fact: Canon.)

"What about Aunt May?" Jessica questioned only to get a blank stare in return. Jessica then imagined what would happen if Peter had did it and realized that not only would it be awkward, but he'd get some speech about it not being important to anyone but himself and in the end he still wouldn't get a real answer. "Never mind. Stupid question. Well I'm not sure how I can help you but I'll try in anyway – can-*Mmph*" Jessica watched with eyes the size of dinner plates as Gwen pulled her face away from hers. "What?"

"I'm not sure if it's him or you." Gwen sighed as she stood up. "Peter died quickly and hell even I died once before, It's because of this that I realize we just don't have enough time to be confused about such things."

"Gwen…" Jessica whispered as said blonde stood up and gave her a smirk.

"Thanks for the help, I think I got my answer." Gwen said as she gave the clone a wink. "By the way MJ wanted me to tell you to meet her at her house later, didn't say what it was for." Gwen shrugged as she began walking. "Oh well, time to start this book!" The silence in the bedroom was deafening as the wide-eyed clone blatantly gaped at where Gwen had left as she touched her lips.

…

["W-whoa…"] Miles said in shock.

["HAHAHAHAHAHA!"] Jimmy roared. ["Oh this is just perfect I wish I could see Jessica's face, but I gotta get ready to leave."]

["I'll come see you off I was heading there myself."]

"Y-yeah…me too…" Jessica said distractedly.

-30 Minutes Later-

-Triskelelion-

BGM: Dearly Beloved: Kingdom Hearts 2 OST

The three heroes sat on the edge of the roof as they stared out at the ocean as the sun set.

"It's weird how this world can be so beautiful yet contain so much evil." Miles muttered making Jimmy glance at him.

"*Snort* That was pretty deep."

"Just came up." Miles shrugged.

"This world's evil killed Peter…but we can't mourn forever it's not what he would want, trust me I know." Jessica began before turning to the other two teens. "Great men fall every day, but we need even greater men to rise up and fill their places…you're going to go far kid." Jessica's smirk was visible even from beneath her mask. "You too Jimmy. We need a Spider-Man and a Wolverine."

"Don't sell yourself short." Jimmy said as he stood up. "Behind every great man…"

"…Is a great woman." Miles finished as he stood up. "Unfortunately, you are going to have to watch both of our backs. Up for it?"

"That goes without saying." Jessica said as she rose up. "We'll see you around Jimmy."

"I'm just a phone call…and a plane ride away." Jimmy shrugged. "Time for me to go." Jimmy said making them nod as he walked away.

"I'll patrol the North side." Miles said as he turned to Jessica.

"I'll watch the South. See ya around." The clone said as Spider-Man web swung away. He was glad that he finally had some allies in his own age range to count on. All Spider-Men needed allies, and unbeknownst to him at the time it would be their bond that would one day save the life of his mother.

Jessica sighed and stared at the sky. "Peter…we'll try even harder to protect everyone. We'll do what you'd want and relieve ourselves from our grief, we'll keep you in our hearts because we know…that no matter where you are you have our backs."

"Always."

Jessica blinked in shock for a bit before shaking her head.

"Damn, wind."

-Valhalla-

A young Peter smiled as he stood in his Spider-Man outfit, without the mask while sounds of partying and laughter rang throughout the large dining hall.

"We did good kid." Logan said making the teen look at him with a smile as the man drank a mug of ale.

"We sure did. Earth is in good hands." Peter said before a topless woman approached him and handed him a mug. "I love this place."

"Amen." Logan said before smirking. "Dated three different girls and didn't get laid until after you died."

"That's that Parker luck for ya." Peter shrugged before wrapping an arm around the woman and walking off as he sipped his ale. (LIAG Fun Fact: Ultimate Logan and Peter are in Valhalla along with many other heroes after they died. Canon.)

OMAKE: END

Well, The Untouchable Spidey arc is steadily approaching, after Date Night shit gets real and Team Amazing may finally be broken down.

"Just wait until they see my role! I am the-"

SPOILERS!

"Sorry...sorry, just reply to the reviews then."

Zangoules: Thanks!

Sage of Eyes: Hey thanks! Same here!

Gravitate: They are just more crackish, it actually takes more effort to write one of their chapters than one of these due to the lack of exploitable plot devices. Also if I hadn't introduced cheats yet, theyre not going to happen so your theory is wrong lol

KamenRiderRanger: Don't get me

Carlos13: Hope you liked it

Wiggles-n-stuff: Thanks for the review bro hope you enjoyed this chapter as well

The New Creed: Thanks, the Spider-Temple just seemed safer.

Silent Envoy: You have great test in music.

ScalierMetal: Patience! I didn't ignore anything, I just have a time where I plan to actually go over it.

GumGumOnigiri: He was caught up in the moment.

LTF: I have a Capcom character I'm thinking of adding.

Mercwiththemouth: Nice guess!

Cmcwiki: I'm done with it, I mean the only way he can even retcon SSM is to make it so that it was a personality switch rather than a mind swap. Meaning Peter thought he was Ock and Ock thought he was Peter.

Arrankor: I'm done with it; I no longer need it to finish my story.

ShadowBloodedge9396: I'm just using Marvel Plot devices to make Spidey strong later. IMO I haven't even used my poetic license that much besides Chun-Li 2 and Talon-2099. Just manipulating canon.

John doe: I never liked him Ultimate Marvel and Zombie Marvel are proof enough that Reed is so smart that he's actually a flight risk. There is a fine line between genius and insanity.

Remzal Von Enili: LMAO!

kingnapo92: You're welcome!

Heromtz: I'll do my best! Lol that would be awesome if Stan Lee read this, by the way get the edge of your seat ready because after date night shit is going to get real.

sh8ad8ow: Hope you enjoyed it.

Mattblue: Here's more