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.

23. Act II

Disclaimer: If I owned Spider-Man would you really be reading this right now?

300K Words! RAGGGGGGGGGGGGEEEEEEEEEEEE

What. The. Actual. Fuck? This was supposed to be a 10k chapter.

Marvel read a Spideypool (You win this round Yaoi fangirls) fanfic on youtube. I don't even know what to say there but I can't even imagine what would happen if they read a chapter of this on youtube lol.

Before we start Let me reply to a review by someone name "Ugh" The GUEST review was SO bad, that I actually had to make fun of it in an Omake for this chapter. Huh, I wonder if he's the same guy that did the Alpha review? You know since I can't tell 100% who a guest reviewer is I'll refer to all idiotic guest reviewers as "Scott" Why? Because Scott's a Dick.

Also I'm going to flat out say it right now. I HATE this chapter. Period, it's my least favorite in this entire fic. Why? Because it was such a damn chore to write. You know how in stories you have that one chapter whose sole purpose is to just get characters into different settings? That's this one right here. Although I will say this I tried to make up for it at the end of this chapter so any Carol Danvers fans that are actually reading this (I mean at least you Wiggles) are going to love this chapter.

Finally, I just bought Remember Me (I hope it's good because I want to use Nilin this story at least once) and Fuse so I'm going to be on my PS3 for those of you who don't know my Gamer Tag it's the same as my Pen Name RebukeX7

"Power ups! Get your power ups here! Only ninety-nine dollars!"

What the hell Deadpool?

"You might think powering up so many people to ridiculous levels for free is good, but I plan to profit thank you very much. Just sold one to Carol."

Son of a-just…go somewhere I don't have time to deal with you.

Chun-Li: 80%

Talon: 33%

Spider-Man: 0.00000000000000000000000002%

War does not determine who is right - only who is left.

~ Bertrand Russell

Chapter 21: Act 2: Alpha and Omega, the Beginning and the End

~Emora: MJ's Mindscape: Sonja's Weaponry~

Sonja and MJ had decided that it would be a good time to finally check and see how many and what types of weapons they could actually use outside of the generic ones that they often summoned, Sonja's Hyrkanian Blade, the Vibranium sword & Shield, and Gae Bolg. Well they found out….MJ just gaped as she looked at all of the different weapons as Sonja seemed almost bored. (LIAG Helpful Info: The Hyrkanian Blade is the sword that MJ found before becoming possessed by Sonja.)

"Unbelievable, I did not even use this that much. This damned trinket actually followed me into the afterlife." Sonja muttered angrily confusing the hell out MJ. Sonja held up a very demonic looking silver gauntlet that had a crimson Jewel in the center. (LIAG Fun Fact: For all of you who can guess what it is…yes Red Sonja has used it, Google it,…and hell yes I just did that. I put THAT of all things in a Marvel fic. IMO this was a greater feat than adding Gae Bolg….poor Spidey.)

"W-what is that?" MJ questioned with wide eyes. Sure it looked dangerous, but she didn't see how it could be considered a weapon it looked more like a piece of armor.

"A trinket that I wished I had never touched if I could help it." Sonja said dryly as she turned to face MJ. In fact she was about to toss the damned thing to the side and forget she had even stumbled across it, but then she looked at MJ.

Then back to the trinket

…then to MJ

A small smirk appeared on her face that sent a shiver down MJ's spine. Whenever Sonja smirked, someone got screwed over and much to her dismay she was the only other person in sight.

"Catch, Mary Jane." Sonja called out as she tossed it to her fellow red-head who caught it clumsily. "That's yours from now on." MJ watched in shock as the demonic looking object disappeared from her hands and reappeared in a nearly vacant area on the other side of the mind scape. Inwardly MJ pouted at the fact that her 'weaponry' was so empty but Sonja didn't seem to mind sharing so she got over it.

But now she had more pressing matters to attend to.

"What the hell did you just give me?" MJ asked carefully as Sonja smirked further.

"Power. I'll tell you what it does but you must promise me, unless you absolutely have to, do not use that. At least until after you fight Peter." Sonja said seriously. "That thing is powerful, and you just may lose him forever. His chances are low enough due to Gae Bolg; we don't need to add that along with it." Sonja said seriously making MJ nod her head with a frown. After all it didn't count as holding back if she refused to use a weapon she never used before. However if she did use the weapon then she'd have to use it against Peter.

"Gotcha." MJ said seriously before raising an eyebrow. "So what is it? It doesn't appear to be a blade or anything."

"Well bladeis actually part of that objects name…" Sonja trailed off. "Tell me Mary Jane, do any of your legends ever speak of an object called a Witchblade?"

It would be after this that MJ would curse the fact that Sonja had given her that object.

~Team Amazing's Apartment: Early morning~

Laura and Jubilee had awoken early in order to make sure that they could get a chance to see what was wrong with Peter; however, the two had run into Chun-Li who was coming back from an early morning jog with Hsien-Ko. Seeing that Peter was still asleep, Laura quickly told her about the strange message as Hsien-Ko began running up and down the hallway happily as she 'trained'.

"Alright remember, three strikes, that all he gets." Jubilee whispered to Laura who nodded into her cup of coffee as Chun-Li rubbed the bridge of her nose

"He seemed normal last night, but I will not take a warning like that lightly. Julia was in pain, I could hear it in her voice that she put a lot of effort in to messaging me." Laura said quietly before narrowing his eyes. "He's up." Laura muttered before pulling out her phone.

"Please let this all just be some sort of misunderstanding." Chun-Li pleaded to herself.

*Click*

They watched carefully as Peter stepped out of his room and approached the kitchen. He didn't look any different, and in fact he seemed happy to see them. The three women were actually beginning to feel slightly relieved…

…until Hsien-Ko was about to run into him

"Whoa!" Hsien-Ko said as Peter leapt out of the way just before she could collide into him.

"Watch where you're running, you insufferable woman!" Peter shouted as the other three women stared at him in shock.

Strike one

"Insufferable? What's with the fancy vocabulary web-head?" Jubilee questioned carefully gaining his attention.

"Ah-sorry, she just surprised me, and there is nothing wrong with extending one's vocabulary Jubilation." Peter said calmly as he entered the kitchen and grabbed an apple.

"Jubilation?" Jubilee questioned dryly. "I believe we're close enough for you not to be so formal with me, besides you haven't used my whole name yet so why start now?"

Strike two

"Erm-yes- sorry about that Jubilee, you know how mornings are." Peter said with a smile as he took a bite into his apple.

"Right…" Jubilee drawled as her face conveyed 'you can't be serious' perfectly.

"Peter…" Laura began gaining his attention. "When exactly do you plan on refilling your tantric energy reserves? If you want, I could help."

"Tantric-what? OH! Um…." Peter stumbled over his words for a second with slightly wider eyes.

"Never mind, it's okay she probably doesn't have enough to even help you out right now after what I did last night." Jubilee took over getting a quick nod from man.

Strike three.

"You know what?" Peter began suddenly. "I think I'll go out and patrol!" Peter said with a forced smile before quickly exiting the room, no doubt to go change into his Spider-Man costume.

"Hey Laura isn't it-"

"My shift?" Laura drawled getting a nod from the woman. "Yes."

And…He's out.

"Okay, mine is Dorai." Chun-Li said suddenly confusing Jubilee, but Laura just nodded and looked down at her phone.

-With Peter-

-Insert Ringtone: Spectacular Spider-Man-

"Infernal music!" Peter thought annoyed as he placed the phone to his ear. "Hello? Who is this?"

["Bitch, you didn't make it two pages."] Deadpool's voice came from the phone confusing the hell out of Peter. ["God you suck, SpOck. You know what? I bet I could be a better Spider-Man than you an I'll PROVE it."] The merc said annoyed before hanging up. (LIAG Helpful Info: SpOck is the name given to Superior Spider-Man as you can see Spidey + Ock = SpOck.)

"Who in the world was that?" Peter thought before shrugging with a smirk. "Doesn't matter I have an entire life to live, and I should not be worried about such trivial things."

-Across town: Horizon Lab's-

"Damn…another all-nighter." Shelley muttered as she wiped her eyes tiredly. "Time to get home-"

*Bzzz*

"Damn it." The red head sighed as she picked up her phone she widened her eyes as she saw that it was from Talon. "Hello?"

["Shelley, Spider-Man has been potentially compromised; under no circumstances should you allow Robyn to assist him in any way until further notice. Security Codes: Sarah, Dorai."]

(LIAG Helpful Info: Sarah= Laura's mom. Dorai= Chun-Li's dad)

"Shit." Shelley muttered with narrowed eyes. Team Amazing had agreed that if Robyn could do even half of the things that Shelley claimed that there were going to have to be some guidelines with the AI so each came up with a safety word that only Shelley would know. If she got at least two of the three words she would do whatever they asked in cases of extreme emergencies. "That's two out of three fine give me a second." Shelley said as she typed something on her PC. "Robyn?"

["Yes mommy?"] The AI questioned curiously as her face appeared on the screen.

"Listen something urgent has come up, do NOT do anything Spider-Man asks of you until told otherwise. You are to listen to Talon and Chun-LI now."

["Okay! But why? Did something happen to Mr. Spider-Man?"]

"I don't know sweetie, but I hope not." Shelley sighed before picking her phone back up. "Okay it's done. What's going on with Spider-Man, Talon?"

["I don't know but it's clear he has been compromised, we'll keep you updated on the situation. I have to go keep an eye on him. Bye."]

"Bye."

-Spider-Temple-

"So, did you manage to get any sleep?" Taran questioned curiously as a Felicia walked out of her room.

"Lots, our talk really helped thank you." Felicia smiled making Taran shake her head.

"It is my duty to-"

"High Priestess, High Priestess!" A young voice shouted out making the women turn to see a young girl who couldn't have been older than ten running up to them.

"What is it child?" Taran questioned in concern as she took in how frantic the young girl was.

"You are needed at the altar; The Great Weaver has left a message for you!"

"I shall be right there." Taran said seriously as she glanced back at Felicia. "Come, if he left behind a message then something serious is about to happen." Taran informed getting a nod from the former thief.

"Lead the way."

-Alter of the Great Weaver-

"Weaver, this is not good." Taran muttered with a frown as she stared at a wall that had a large spider web on it.

"What exactly am I looking at?" Felicia finally asked after staring at the web for about two minutes.

"This is a message from Anansi, a prophecy of sorts that warns us about the future. It's how he protects his domain, and why we are never affected by global threats." Taran explained as trailed a finger across one of the web-lines. "Only, a highly trained priestess can read them."

"So what does it say?"

"The web will be held together by a false center, A green goddess will come to destroy the lives a many, the Spiders will find themselves at war, they shall be led by a martyr from times yet to pass, Six Queens shall rise and band together and with their united army they will fight the lord of Hell, the product from the true center's greatest bond and a noble sacrifice will lead to the final battle between the center and the false prophet."

"I'm sorry I asked." Felicia said with wide eyes. "What the hell is going on!?"

"Armageddon." Taran answered. "I gave you what I could see with a first glance, I can figure out the rest but it will take hours to study. I apologize, but may I be alone?"

"Oh, of course!" Felicia said as she held up her hands. "If you need to be alone to figure out the end of the world then please do."

"Thank you, I shall let you know if I can find out anything else."

-Hours Later New York-

"Web-swinging, wall crawling, and all of New York as your personal Playground." Spider-Man thought wistfully as he swung through the city. "What could possibly go wrong-"

"SPIDER-MAN HELP!"

"Well that didn't last long." Spidey thought dryly as he landed in a crouch in front of a man in a white apron.

"What now?" Spidey questioned as the man gestured to a nearby building.

"My store is being robbed by…well a super villain!" And sure enough there was a man in heavy silver armor standing proudly as he held a bag as electricity sparked around him.

"Stay where you are or I, Destructor, will fry you where you stand!"

"My God, who talks like that?" Spider-Man wondered out loud.

"Can you stop im'?" The shop owner questioned in fear.

"Lets. Find. Out." Spider-Man punctuated each word with a quick flip in the villain's direction.

"Spider-Man?" Destructor said in shock as Spider-Man was right above him with his arm cocked back.

*BAM!*

"Really?! I leap in and you say 'Spider-Man'? Enough with the clichés!" Spider-Man shouted as he hit the man with enough force to potentially cripple him for life.

-10 minutes Later-

"You see there was a reason he was speaking like that, he's a bluffer." A policewoman explained to Spider-Man.

"A bluffer?" Spidey questioned dryly.

"He doesn't have any powers. Just a homemade suit and two dollar sparklers in his gloves."

"He got exactly what he deserved!" The owner said to another police officer as the man was being carried away on a stretcher.

"You see that? One punch!" One of the employees said excitedly as she turned to a coworker.

"With harsher sentences for people holding up stores with toy guns, crooks get around it by pretending to be super villains." The woman said reassuringly

"Unbelievable." Spidey muttered.

"You know nobody is blaming you, Spidey." The policewoman said reassuringly.

"Blaming me for what?"

"For hitting 'im like you were taking on the Hulk-"

"-I am." A new voice spoke up and they both turned to see Ero approaching them with narrowed eyes. The poor woman that was questioning Spider-man didn't know whether to run or pull out her gun. "What the hell was that? You could have crippled him for life."

"Ah yes… 'Ero Parker' no doubt the hardest person it will be to keep up my charade around." Spider-man thought to himself as he crossed his arms. "You heard what she said; he was pretending to be a super villain. So I gave him a super punch."

"You didn't even hit Electro that hard before. So try again." Ero said as she crossed her arms. Sensing the growing tension, the policewoman that was talking to Spidey stealthily left both of them.

"We all make mistakes and my mind was on something else. I fail to see how you of all people could be interrogating me especially with what you did yesterday…I wonder do your fellow cops even know about that?"

"*Snort* Are you actually trying to threaten me?" Ero asked as she raised an eyebrow. "I think you've forgotten your place."

"Hey no need to get defensive, it was a joke…a bad one." Spider-Man smoothly amended as his blackmail plan went up in flames.

"Damn straight it was." Ero muttered before sighing. "Listen you need to go fill out some paper work-"

"-No I don't think so." Spider-Man said as he fired a web-line and swung away.

"What, why!?"

"Because I have a life!" Spidey called back teasingly as he left the scene making Ero shake her head. After a moment or two she glanced back at a dark alley.

"You're right something's wrong." Ero muttered as Talon stepped out of the shadows with a frown. "I don't know who's under that mask but it isn't me-er-Peter."

"I realized that as well, but we can't make a move yet until we understand the entire situation." Talon sighed. Ero was about to respond when they heard the sound of a car door slamming.

"Damn it Ero! You can't just hop out of the window of a speeding police car just because you get an urgent phone call!" A voice shouted making Ero sigh.

"Sorry Carlie, it was just one of those things." The blonde shrugged before glancing back at Talon. "Stay vigilant, and keep me updated. Did you let her know?" Ero questioned getting a nod from Talon. "Good. I'll be on my way. Remember, keep this situation on a need to know basis, can't cause any panic just yet."

-Meanwhile: Empire State Building-

A light blue vortex ripped open on top of the building and after a few minutes a figure walked out. She appeared to be in her mid-twenties and had shoulder-length black hair and neon green eyes. She had black cargo pants and a black sports bra that had a bright green "A" in the middle. The vortex closed about a minute later

"This is where he is supposed to be." The woman muttered to herself as she scanned the city.

"Indeed it is." A voice spoke up from behind her.

"Phantom…" The woman growled out making the man chuckle.

"You remembered my name even in your old age? I am flattered, truly, I am." Phantom chuckled. "After all, any recognition from the great Alpha is a great feat." Alpha said nothing as she turned around and flicked him on his forehead. The force of the flick sounded like a gunshot but Phantom's image never fell.

"You really are slow, if you honestly believe that I would greet you in person. Sorry dear this is a prerecorded holographic message." Phantom drawled and she could feel his smirk. "You see as strong as you are, you are terribly predictable my dear.

"You-"

"Please do not interrupt, especially since you are talking to a recording….people might think you have lost whatever is left of your mind." Phantom chuckled. "You were sent here to capture me, but we both know you are going to try to kill me…note that I said try because knowing your brash nature you are going to die before you get the chance, and please note that when the life is fading from your eyes…it is then that I will finally greet you in person because it is then that you will have my permission to die." Phantom said coldly before bowing. "Goodbye, catch me if you can. Also please utilize your soon to be wasted time trying to find me to think on your sins." And with that Phantom faded away leaving one pissed off Alpha-2099 alone on the building.

-2 Hours Later: Team Amazing's Apartment-

"So even Ero knows that something is wrong." Jubilee muttered after Talon went over what had transpired.

"This is…troubling." Chun-Li muttered.

"Indeed, did you do what I asked?" Talon questioned her team mate.

"Yes, I locked down his lab. I used to think Peter was paranoid for giving us all of these overrides." Chun-Li sighed.

"There is no telling what happens in this world of ours, he was just being safe and it's a good thing he was."

"Yeah but now what do we do?" Jubilee questioned in confusion. "We don't even know what's wrong with him." Talon was about to respond when she felt something her pocket vibrate.

"Now…" Talon began as she pulled out her Avengers ID card that was buzzing in her hand. "Chun-Li and I have to head to the RAFT." Talon muttered in confusion as she stared at the front of the card.

"The super villain prison?" Jubilee questioned with wide eyes. "What? Is there another breakout?"

"No idea." Talon sighed as jubilee placed a kiss on her cheek.

"Be safe."

"I will try."

"Also remember that Jean was supposed to be stopping by today." Jubilee called out as Chun-Li and Talon were leaving the apartment. Talon nodded and continued her trek.

-1 hour Later: RAFT-

Spider-Man stood in front of Spider-Woman, Hawkeye, Captain America, and Wolverine after he got out of the boat that took him to the prison. Before he could question why they had called him there they heard what sounded like a motorcycle and looked up to see Talon heading towards them with Chun-Li on the back of the bike.

"What's going on?" The feral questioned as she landed.

"It's about one of Spider-Man's enemies." Captain America informed them. "He's dying, it won't be long now. Logan thought you might want to be here as moral support." The Super soldier informed them making them nod, but Talon knew the real reason. She had expressed her concerns with Logan earlier so the older feral made sure she was able to keep an eye on Spider-Man. She gave her father a subtle nod to express her gratitude.

"It's Doc Ock, isn't it?" Spidey questioned already knowing the answer.

"Yes and he's asking for you."

"I understand."

"No you don't." Captain America said as he shook his head. "He's asking for Peter Parker." Captain America revealed making Chun-Li and Talon stiffen.

"[What the hell!?]" Chun-Li wondered with wide eyes, and both Talon and Wolverine noted that Spider-Man didn't as much as flinch.

"Take me to him." Spider-Man said seriously getting a nod from the Captain.

-Outside Octavius' Cell-

"You mind? I'd like to do this in private no Cameras just the two of us." Spider-Man questioned getting a nod from the Captain.

"Of course." Steve said in understanding. Spider-Man nodded and walked into the room, Talon and Chun-Li glanced at each other as the automatic doors closed behind him. Talon and Chun-Li both said nothing as they sat down in front of the door and leaned back on it.

"Uhh, what are you two doing?" Hawkeye questioned in confusion as Talon brought her knees to her chest.

"Resting." Talon answered dryly as she closed her eyes.

"Meditating." Chun-Li said as she sat in a lotus position and closed her eyes as well.

"I think I'll join them, I need to talk to Laura anyway." Wolverine said as he sat next to his daughter. The three other Avengers looked at each other and shrugged before walking away.

-With Spider-Man & Doc Ock-

"Alright we're alone, this is what you wanted? You had something you wanted to say to me?" Spider-Man questioned as the sound of Octavius' heart monitor increased.

"P-p-peter Parker…" Doc Ock managed to get out as Spider-Man pulled off his mask revealing a smirking Peter. Octavius widened his eyes a bit more as he saw the floating ethereal form of Chun-Li behind Peter.

"Yes, I'm Peter Parker." Peter grinned as tears fell from Octavius' eyes.

"No…I'm Peter Parker." Octavius forced out as the ethereal woman widened her eyes in confusion.

"Not anymore, Spider-Man. From now on I am Peter Parker. I have all of your memories, I know everything you knew. I have your life and everything that comes with it." Peter began as Ock watched as Chun-Li glared at the man standing in front of him before fading away.

-Outside of the Cell-

"Laura..." Chun-Li growled as she opened her eyes along with two pissed off ferals.

"I heard." Talon bit out as she flipped to her feet along with Wolverine.

"Ain't this a bitch?" The older feral growled out.

*SNICKT!*

-With Spider-Man-

*SHINNNGGG*

Peter widened his eyes in shock as he turned to see a large 'X" cut itself into the large door.

"KIKOSHO!"

*BOOOOM*

"What in the world!?" Peter shouted as Talon descended upon him in pure rage. She had never felt as much rage as she did in that moment. She wasn't even aware that she could get as angry as she was without lapsing into a berserker rage.

"You Bastard!" Talon snarled as Peter ducked under a vicious slash that would have no doubt decapitated him.

"Talon! Leave the body in one piece!" Wolverine growled as Peter punched him in to face and sent him flying across the room. "Scratch that, no lethal blows we can re attach limbs later!"

"Of all the unmitigated gall!" Peter shouted angrily as he put his mask back on. "You dare attack a comrade!?"

"Drop the act Octavius!" Chun-Li shouted as she attempted to deliver a devastating heel drop, only for it to be side-stepped. "Chou-KIKOSHO!"

*KABOOOM*

"GAhh!" Spider-Man shouted as he was unable to completely dodge the attack and found himself slammed against the wall. "Talon, I feel Octavius' body dying keep him healed!" Chun-Li shouted frantically. Talon gritted her teeth but nodded.

"This is going to hurt, Peter but you have to stay with me." Talon whispered softly to the dying man.

"L-Laura?" Peter gasped out. (LIAG Helpful Info: Okay I'm going to stop the confusion now. From now on Peter in Doc Ock's body will be referred to as Peter and SpOck will be either Octavius, Spider-Man or that body stealing son of a b- err you get the idea.)

"Shh, I got you." Talon whispered as she ripped him free from the wires. She wasted no time in slashed her wrists and stabbing the dying man with her blood covered talons. Peter gasped in pain before sighing slightly as he felt the wound heal and the body become slightly stronger.

"What the hell is going on in here!?" Captain America boomed as he ran into the room with Jessica and Hawkeye. If there was one thing both Doc Ock and Spider-Man had in common, it was their uncanny ability to adapt to any situation.

"Cap! Doc Ock has made some new toys and has taken control over them!" Spider-Man shouted as he leapt next to the hero and crouched next to him in a fighting stance.

"That's bullshit, Captain." Talon said coldly. "Octavius has somehow switched bodies with Peter. I suspect that it has happened sometime last night."

"That's a lie!" Spidey said angrily before glaring at Peter. "Let them go Octavius! You're just trying escape!"

"So help me if he dies, Peter's body or not, I will kill you where you stand." Talon growled as she raised her talons.

"Oh man, this cannot actually be happening right now." Hawkeye muttered angrily as he kept switching his aim between Spider-Man and Peter while Spider-Woman looked conflicted beyond belief.

"Everyone stand down!" Captain America ordered as Spider-Man turned to him in disbelief.

"Cap, you can't be serious. Think, I asked to be alone and as soon as you all are out of sight these three attack me! This is a last ditch attempt by Otto and we have to stop him!" Spidey said urgently. "Come on, controlling people is one of Ock's greatest weapons, he's used it on all three of you before, but switching bodies? That sounds like a sad excuse if you ask me."

"Steve, that's not the web-head." Wolverine growled out as Captain America gritted his teeth.

"If I was Ock, don't you think I would have made a run for it by now?" Spidey questioned in exasperation. "No offense but I don't think you three would be able to catch me."

"I hate to say it but he has a point…" Hawkeye muttered as he aimed at Peter.

"Listen, put Octavius back, we can take Spider-Man back to the tower and run some tests on him-"

"-We don't have time for tests Captain." Talon growled out as tightened her hold on Peter. "Don't you get it? He's dying right now. I can't heal this much decay, the only thing that can prolong his life would be the medical equipment back at his lab in our apartment building."

"Oh that's convenient." Spidey drawled sarcastically. "You get them to take you back to all of my tech, just so you can use it against me!"

"He has a point Talon that does sound a little too convenient." Captain America said with a slight glare.

"Unbelievable." Chun-Li muttered as she shook her head

"Why don't you say something Otto? Instead of talking through my friends!" Spidey shouted at Peter. Peter was trying to force something out, but it just hurt so much to talk.

"That's it. Call it Steve." Hawkeye muttered with a glare making the super soldier close his eyes angrily.

"Avengers…ASEMBLE!" Captain America ordered causing Hawkeye to release his arrow, only for it to be cut down by Wolverine.

"Un-fucking-believable!" Wolverine growled out.

"I cannot fight like this!" Talon growled out as she held Peter.

"I agree this is truly unsightly, how about a tactical retreat then my dear?" A new voice spoke up and the heroes all paused to turn to see none other than Phantom leaning against the wall behind them.

"Who the hell are you?" Wolverine questioned making the man chuckle.

"Simple my good man…" Phantom trailed off as he grabbed the right side of his cape. "Your salvation." Then much to the disbelief of the heroes, he yanked the cape in front of himself only for it to extend and cover all of the heroes minus Captain America, Hawkeye, Spider-Man, and Spider-Woman. After a moment that large black cloak faded leaving the four heroes standing alone.

"What the hell is going on?" Hawkeye questioned quietly.

"I don't know soldier, but we have to get ready." Captain muttered before turning to Spider-Man with a frown. "But first you are going to get tested. No negotiations."

"Fine." Spider-Man sighed but inwardly he was seething.

This had not gone as planned at all.

-Team Amazing's Apartment: Peter's Basement Lab-

Wolverine, Talon, Peter, Chun-Li, and Phantom all appeared in the lab in a large flash of red.

"What the hell? How did we get here?" Chun-Li questioned in shock as she looked at her surroundings.

"You'll be surprised at what a well-placed hologram and a very good teleport belt can do." Phantom answered wistfully. "Shame he was hiding behind the Avengers or I would have grabbed that imposter as well."

*SNICKT!*

"Alright bub, start talking who the hell are ya?" Wolverine growled as he approached the mysterious man threateningly.

"That can come later, but I do believe you have someone you need to hook up to the life support." Phantom chuckled as Talon narrowed her eyes suspiciously as she went to do just that. Setting Peter down on one of the beds Talon looked at the cords in confusion. "Allow me to help you dear."

"How do you…" Talon trailed off as she watched the stranger hook Peter up to the device with practiced ease.

"I'll explain shortly. You see this is a prototype device Peter created with his Parker Particle technology. Its purpose was to recreate you healing factor for a normal person so long as they were hooked up, if I'm correct this only works at about two percent efficiency, but it'll have to do to keep him healthy." Phantom explained as the other four looked at him with varying degrees of shock. "Peter told you what it was, but I guess he forgot to tell you how to work it." Phantom drawled and Peter had the decency to look sheepish.

"W-who…a-are you?" Peter managed to get out as the pain began to lessen.

"Ah yes, no doubt the million dollar question." Phantom chuckled before stepping back and giving them a bow as he held his cane in his hand. "Benjamin Walter Parker, The Phantom Spider, at your service." Phantom said making their eyes widen in shock. "I am the son of Felicia Hardy and Peter Parker."

"W-wha?" Peter gasped out.

"It's a pleasure to meet you father." Phantom chuckled. "Though it looks as though I really did get my looks from my mother."

"Oh…don't tell me…" Chun-Li began as she face-palmed.

"Time travel?" Phantom questioned making the woman nod. "You got it in one. I come from the year 2099."

"That would put you well into your eighties." Chun-Li muttered as she quickly did the math.

"I suppose I am getting up there in age. It's a good thing I age so well." Phantom mused. "Like fine wine."

"So what did you come back to this time bub? The last visitors we have from your year didn't exactly leave a good impression." Wolverine growled as he thought about Talon-2099.

"I assure you, that I am here for a good reason. You see….you all are going to fail in fixing this." Phantom revealed as he gestured at Peter. "And the world will pay heavily for that failure. I have come back to fix it personally."

"Is it really that bad?" Talon questioned softly.

"Two-thirds of the modern day population will be lost if we don't change this." Phantom answered as they turned to the thief in shock. "Also, my mother will be very disheartened."

"So what do we do?" Chun-Li questioned as the thief checked his watch before pocketing it.

"We get ready and gather as many allies as we can. Peter has to stay here; it's the only place that will keep him safe when New York gets destroyed according to Ananase." Phantom said simply.

"A-Ananase?" Peter questioned weakly.

"The Great Weaver from my time." Phantom answered. "My elder brother who used to be a vigilante that went by the name Spider-Priest. He was killed and ascended to god-hood."

"H-how…?"

"…Did he die?" Phantom finished getting a nod from Peter. "He was killed by the person who will destroy this city. Alpha."

"What?" Talon asked incredulously.

"In the upcoming conflict you are no doubt going to have with the Avengers, Andrew Maguire dies. Alpha will go to who she believes is Spider-Man to remove her powers, but the villain in my father's skin will attempt to turn her into his own weapon. The monster he creates will be basically unstoppable, funny how the first person she killed was him. A fitting end." Phantom drawled. "She's killed my family and my love. She has followed me here to take me down as well but I shall savor every moment of seeing the life leave her eyes."

"How the hell are we supposed to stop her?" Chun-Li questioned with wide eyes. "The power she contains after a couple of weeks is god like. And now we have to stop her with over eighty years!?"

"Oh we don't stop her at all." Phantom chuckled. "That's the beauty of it, she'll be stopped….by herself." Talon was going to question him, when Jubilee walked into the lab with a grimace. She blinked when she noticed Octavius and Phantom and turned to Talon with a raised eyebrow. The feral sighed and gave her fiancé a quick rundown of the situation.

"I…see…" Jubilee trailed off before shaking her head. "Anyway, Robyn told me you all were back so I came to tell that something strange was happening in the city. But now I think I know what it is…"

"What's happening Jubilee?" Talon questioned with a frown.

"I…think I found Alpha." Jubilee stated before gesturing towards Phantom. "His Alpha."

-Minutes Earlier: Above New York-

"I'm not about to try to find each of them." Alpha-2099 muttered as she thought of all the people that had to die. "I'll make them come to me." The woman closed her eyes and instantly exploded in a large pillar of green light.

-Avenger's Tower-

Octavius could have thrown his hands up in the air and cheered at the moment. The 'tests' that the fools performed involved everything BUT reading his mind. (LIAG: Fun Fact: The tests that were performed on SpOck when the Avengers were suspicious of him did not include actually checking his mind.)

"Well, there you have it Steve. That's Spidey." Tony said as he went over the results.

"I could have told you that." Spidey said dryly. "AHAHAHA these imbeciles! Still….this was much too close. Peter's team mates were proof that I cannot keep this charade up forever. I was counting on Peter being a loner to allow me to live undisturbed, but he's surrounded by people nearly all of time as of late."

"Now Octavius is free again." Black Widow muttered with narrowed eyes. "I knew we should have killed that bastard when we had the chance. Now he's free again no doubt up to another pathetic plan." Spider-Man stiffened slightly but nodded his head.

"Well you know what they say about hindsight." Captain Marvel said with a shrug. "Still…are you sure we should be letting him go free right now? No offense web-head but I'd like to have both you and Ock in one place just so we can know for sure what's going on." The blonde said, and much to Spider-Man's ire the other Avengers seemed to be contemplating her words. Octavius knew he had to figure a way out of this so he quickly went through Peter's memories trying to hopefully find anything that could help him out."

"Come on Captain Marvel, this isn't like what happened to you I am totally fine. I'm kind of hurt actually; I thought we were close enough now for you to know who I am." Spidey said making Carol stiffen before nodding her head as she stared at him with slightly narrowed eyes.

"You're right. I am just being paranoid." Captain Marvel sighed, but inwardly she was furious because inside she knew for a fact now that the person before her was not Peter Parker. What pissed her off more was that her opinion wouldn't even matter now because it would be considered biased.

(LIAG Not so Fun Fact: Carol was once brainwashed into falling in love with a man named Marcus Immortus, because she was acting normally no one, but Tony, questioned her love for the man. And when he said that he had to go back to 'Limbo' she followed him because she was 'in love' with him. When they arrived, she was raped by the man, and because of his foolishness he forgot to stop his rapid aging and eventually died leaving her in Limbo alone. It was only after his death did the mind control fade and she realized what had happened to her.)

(Bonus Info: Marcus wanted to leave limbo and go to Earth, problem was that it would disrupt the time stream so he brainwashed and seduced Carol and placed his essence in her causing something resembling pregnancy. Because of this he aged rapidly, and this was the eventual cause of his death. Even I can't make this stuff up…WTF Marvel.)

"I can't believe this!" Carol thought in outrage. "First off Peter would never be so formal with me…"

Strike one!

"I know damned well he'd never bring what happened to me up just to prove a damned point…"

Strike two!

"And I know damned well he wouldn't use our relationship to try to guilt trip me!"

Strike three!

"You bastard…" Captain Marvel thought in anger. "So help me if Peter dies, I will kill you myself. I don't give a damn about whose body you're in." Carol released a sigh. "You bring up a good point. Why don't we have someone scan his mind? After what happened with me we can't be too sure."

"Damn it all, she knows." Spidey thought in anger. "But how!?" Spider-Man stopped his thoughts when he heard his cellphone ring. "Hold on, I have to answer this."

["She knows because you are the worst Spider-Man cosplayer, ever!"] Deadpool shouted before hanging up.

"Who in the world is that!?"

"She brings up a good point." Black Widow muttered gaining their attention. "I understand how you feel about being mind read Peter; you love your privacy…" Natasha began softly before stealing her face. "But quite frankly I don't give a damn. This has become an issue of national security for Emora. You will subject to the test, or be detained." Natasha said harshly.

"Whoa! Isn't that a little harsh? Don't you need him to stop a civil war or something?" Hawkeye questioned as he raised an eyebrow.

"Anyone can dress up in a Spider-Man outfit." Natasha said simply as she stood up and placed a tight grip on Spider-Man's shoulder. "Now do you agree? I can have one of SHIELD's telepaths down here in no time."

Spider-Man was about to respond when suddenly the alarms of the tower began going off.

"There's a large amount of energy being gathered above New York." Tony said as his face went serious as he stared at a holographic screen. "Enough to wipe out the city a couple times over. Steve…"

"Steve…" Tony muttered as he turned to Captain America.

"We'll come back to this later." Captain America said pointedly to Natasha and Spider-Man. "Avengers Assemble!" And with that the heroes ran from the room, but before Carol could follow him a hand rested on her shoulder and she glanced back to see Black Widow. The woman didn't say anything, but she gave her a reassuring look before leaving the room.

-10 minutes Later: Manhattan-

"Logan, Chun-Li, and Jubilee can protect Peter should something happen." Talon thought as she let go of her web-line and landed in the streets of Manhattan. She gritted her teeth when she saw Captain America, Hawkeye, Spider-Man, Spider-Woman, Captain Marvel, Black Widow, Thor, and Iron Man already there.

"Talon…" Captain America began with narrowed eyes as the woman glared right back at him but before either of them could say something a new voice spoke up.

"Talon what the heck is going on?" Chrissy questioned as she ran up to her former mentor with Andy in tow.

"Chrissy?" Talon questioned as she noticed the teen. "What is Andy doing here?"

"Well we were in the middle of date at the restaurant on the corner when I noticed a green light in the sky. We came here when we noticed you all." Chrissy explained as she gestured at the sky where there was indeed a larger bright green light. "So what's going on?"

*Thud*

"I'll answer that." Talon frowned as she heard an oddly familiar voice and turned to see what looked like an older Chrissy crossing her arms. "You see I needed to get your attention."

"And who are you?" Hawkeye questioned as he raised an eyebrow.

"I am Chrissy Chen, Alpha. And I come from the year 2099 in pursuit of a fugitive." Alpha-2099 answered diplomatically.

"Wait, what?!" Chrissy questioned in shock.

(LIAG Helpful Info: Okay I'm going to try to eliminate confusion due to the lack of pictures since this is a fanfics and it'll be hard to tell whose talking if two people have the same damn name. So alpha (Present) = Chrissy. Alpha (2099) = Alpha. Now, if you get lost it's your fault for not reading this.)

"I See. Well then I'm sure we can help, tell me more about this fugitive." Captain America said as he crossed his arms.

"He's a dangerous terrorist that goes by the name Phantom Spider. He has come back to this time to wreak havoc on the time line. I'm here to make sure everything continues as it's supposed to." Alpha explained boredly as she placed a hand on her hip. "However it's too late."

"What do you mean?" Captain America asked with a frown.

"Simple, he can't be caught. Period. He's much too skilled I have been at odds with him for decades and you know how powerful I am. He's just too crafty so I'll have to fix the timeline myself." Alpha began confusing them. "Bring me Octavius, Andrew Maguire, and Black Cat."

Seventh Sense: Something's off here.

"Why?" Captain Marvel questioned cautiously as she tensed slightly, prepared for a conflict.

"To fix the future…they must die." Alpha answered shocking the heroes. "Octavius will bring about many deaths, Andrew's death will bring about a chain of events that will ultimately end up saving the Earth from total annihilation, and Black Cat will give birth to Phantom. Remove those three and Earth is saved."

"You think we're just going to let you kill an innocent boy and a pregnant woman?" Captain Marvel asked angrily. "Octavius' days are numbered anyway so there is no point in wasting your time with him."

"[Wait a second.]" Natasha thought with a frown as she glanced at the irate blonde. "[She used the present tense. Is Black Cat pregnant? She's been off the grid ever since the Quinjet was high jacked…the only person I can think of that would be the father is Spider-Man but if that's the case then that just further proves my theory…]" The assassin narrowed her eyes and glanced at Spider-Man. "[That bastard…]"

"I understand it sounds extreme, but I need you to bring them to me." Alpha said seriously. "If you don't, the world will never see the twenty second century."

"You know…" Talon began as her talons slowly slid out. "The last time we had someone come from your year they left a terrible impression. You seem to be following in their footsteps. Leave, we can handle it from here."

"Sorry, but according to my memory you shouldn't be trusted at this time am I correct?" Alpha asked coolly. "In fact…" Alpha trailed off as her eyes began to glow; however before she could blast the feral Captain Marvel blasted forward and attempted to land a crippling blow on Alpha.

*BAM*

Captain Marvel widened her eyes as her fist connected with a powerful green force field.

"I was really hoping it didn't have to come to this." Alpha drawled before two powerful beams of light erupted from her eyes and crashed through her own force fields before impacting into Captain Marvel's stomach and sending the blonde flying away before landing in a smoking heap.

"Avenger's Ass-"

"Yeah, we're not doing this." Alpha interrupted the Captain with half-lidded eyes as her arms were spread wide-apart. Alpha smirked as she slammed her hands together.

*KRAKA-BOOOOOOOOOOOM!*

Even Spider-Man with his Spider-Sense couldn't escape the devastating shockwave that sent all of the heroes minus Talon, Chrissy, and Andy-the latter two protected by Chrissy's force-field- flying away along with a good portion of the street and nearby buildings.

"You see…I am on an entirely different level than you all. So just give me who I asked for before I level a continent." Alpha said boredly, in fact, she even yawned. "Ninety-nine percent of my power has been used to power Earth back in my time line. That same move would have killed them and have taken out this state as well."

*Rumble*

Alpha frowned slightly when she glanced up to see storm clouds forming.

"Of course he wouldn't stay down. He actually believes he stands a chance….his arrogance will be his downfall." Alpha sighed as she heard the sound of electricity crack before taking a step to the side as an electrically charged hammer just barely missed her.

"Thou shalt surrender!" Thor said with a glare as he attempted to strike the woman down with lightning only for her to disappear before her very eyes.

"Thou shalt kiss my ass."

"Thor, behind you!" Talon roared and the thunder god turned around only to be grabbed by his throat and slung away by a smirking Alpha. Alpha tilted her head back before unleashing a powerful beam of green light from her eyes that, once hitting him, sent Thor flying even further back across the city and through a multitude of sky scrapers. Alpha chuckled a bit before turning to Chrissy, Talon, and Alpha.

"Now give me-wait, hold on." Alpha sighed before blasting to where the Avengers had landed and picking up Iron Man before slamming him hard into the ground. "Gotta make sure he's unconscious." Alpha muttered before appearing before them again. "Now hand me Andy."

Why…why do you want to kill him!?" Chrissy questioned angrily as she stood in front of her boyfriend protectively.

"The future of Earth depends on it." Alpha said with a shrug. "That and if I kill him and you lose faith in being a hero 'Spider-Man' can help lead you to your true destiny." Alpha thought before glancing at the still downed form of Spider-Man. "And then you can kill that pathetic excuse for a wall crawler. Homo Arachnida, they tend to be very powerful enemies Peter's descendants were the hardest for me to defeat, but the 'Superior Spider-Man' was pathetic. All brains but no heart… no heroic desperation to pull off the impossible."

"A future that requires the death of someone precious to me is a future that's not worth seeing." Chrissy said firmly.

"You've learned well…even though it appears that the lessons were wasted." Talon said as she glanced at the younger girl before turning back to Alpha with a glare. She knew very well that as long as she had the Muramasa blade she could still kill Alpha no matter how powerful she gets, she just wished she never had to actually use it. She opened her mouth to release a paralyzing roar but much to her horror her body locked up on itself.

"Talon…" Chrissy began with wide eyes as she finally got a good look at her old teacher. "What happened to your eyes?"

"Damn! I should have known that there would be more serious repercussions for removing my feral side." Talon thought with wide eyes as sweat began to slide down her face. "I instilled fear into myself…some of my powers are broken!"

"Oh that's just precious!" Alpha laughed slightly before blasting forward and grabbing the stunned feral by her neck and slinging her through a corner store. She flew back into the air just into to dodge a blast from Chrissy. Alpha frowned as she raised a hand towards the younger girl before smirking and changing. "Alpha Wave: 5%"

*BOOOM*

*CRACK!*

Chrissy gritted her teeth as she made a force field to block the large wave of energy. Her hands trembled slightly as she increased the strength of the shield to ward of the blast.

"6%" Alpha muttered as she pumped out more power causing a crack to appear on the shield. "7%...8%...9%...10-"

*CRASH!*

"AHHH!" Chrissy cried out as the beam slammed into her sending her crashing on her back. "What's going on…even if that was only 10% of her power it should have been much stronger than that." Chrissy thought in confusion as she struggled to stand back up while glaring at her older self. 'She's too over confident, she could have killed Andy by now but she thinks she has all the time in the world. I can use that maybe I might be able to squeeze out a win."

"Now that you realize what you are dealing with, stand down. The time line is in disarray so I have to make sure some people die when they are supposed to." Alpha drawled as she looked down at the fallen heroes.

"Gnh…" Spider-Man groaned as he lied on his back. "I have never been hit so hard in my life…and she didn't even touch me. That's terrifying."

"T-that's too much power…" Captain Marvel gasped out as she held her side and stared at where Thor was thrown and blasted. Alpha smirked at the kneeling form of Chrissy, who was glaring up at the woman as she held her stomach, and began to float.

"I'll be safe and safe and start with Andy he has to be the first go." Alpha revealed making both Chrissy and Andy's eyes widen.

BGM: Stand Up Be Strong- Bleach OST

*BOOOOM*

"I won't let you!" Chrissy shouted as her powerful punch was blocked effortlessly by her counterpart. The force of the punch created a shock wave that blew the heroes back.

"Chrissy!" Andy shouted as his position behind her protected him from the shockwave.

"Damn! I can't fight like this!" Chrissy thought as her blazing green eyes met her opponent's. "Get the hell out of here! All of you! I'm the only one that even stands some sort of a chance!"

"That's true and even then my power is infinitely greater than yours." Alpha said as she held the teen's fist.

"I'm not abandoning you!" Talon shouted angrily as she pulled debris from her abdomen.

"And you aren't, but like you said everyone has their moment when they need to stand up and take charge. This is mine, protect Andy." Chrissy said before glancing back at the stunned blonde. "Go on with her, I'll be okay." Andy clenched his fist tightly but he knew he couldn't help out at all and nodded before running towards the feral.

"Noble…but it doesn't matter, you won't be conscious long." Alpha shrugged before backhanding Chrissy through five buildings.

*KA-BOOOM*

Reappearing under Alpha in a crouch, Chrissy placed her shining green left hand on the woman's stomach.

"Alpha WAVE!" Chrissy roared as Alpha was engulfed in a beam of neon–green energy that shot up through the skies and out of the earth's orbit. Talon had forbidden her from ever going all out, but she knew that she had no choice if she wanted to stop her futuristic counterpart.

-With the Heroes-

"What the hell are we supposed to do, Cap?" Hawkeye questioned with a frown as he

"This is the first time we have had to deal with an Alpha level threat. We have to at least try to get the civilians out of the immediate area and towards the outskirts of the city." Captain America said before sending a pointed look to Spider-Man and Talon. "I believe that is something we can all agree on, Octavius or not."

"Gotcha." Spidey said before rushing off as Talon gritted her teeth.

"Come on we have people to save." Captain Marvel said as she grabbed the glaring feral around her waist and Andy by the back of his shirt before flying off.

-Back with Chrissy-

"That felt good didn't it?" Alpha questioned knowingly as the beam faded revealing her to be standing in the air surrounded by a green sphere and smirking down at Chrissy. "For once just letting it all out, even ask we speak our power increases. "Let me show you what were capable of, on a whim I can split this entire city in half." Chrissy watch in horror as Alpha flew back high in to the sky as her eyes shined even brighter.

-With Alpha-

"Alpha Beam." The woman spoke coldly as she stared at the entirety of New York before a beam of green energy erupted from her eyes.

*BZZZZZZZZZZZZZZZZZZZZZT

*BOOM*

*BOOM*

*BOOM!*

A series of explosions erupted across the city as Alpha did the unbelievable and split the city in half.

"See how simple that was!?" Chrissy exploded into the sky and in less than second had her fist blasting towards Alpha's face, but before it could reach a green force field appeared around the older woman. The Shockwave from her fist impacting on the shield caused the clouds to part.

"Do you have any idea how many people you have probably just killed!?" Chrissy roared in outrage.

"Should I care?" Alpha questioned with a smirk. "To think that I used to have so much fire in my eyes. Fine, I'll give you some relief and let you exhaust yourself fighting me."

BGM: END

BGM: You Don't Know Me- MadWorld OST 12

Chrissy was blown back slightly as the force field shattered. Before she could make a sound, Alpha was in front of her and head-butted in her face, sending her crashing towards the city. Alpha was already waiting on streets below a raised hand

"Gak!" Chrissy coughed up blood as she found her slamming into Alpha's hand. Alpha smirked as she held the teen above her effortlessly.

"Talon was right there is always someone stronger, funny how it was yourself that would teach you this lesson personally." Alpha chuckled as Chrissy flew back away from the woman only to find herself upper-cut with a godly amount of force.

*BOOOOM!*

"AHHH!" Chrissy shouted as she found herself flying into the sky at blinding speeds, try as she might she couldn't stop her assent and eventually found herself leaving Earth all together. Safe to say, she had never been hit that hard in her life.

"Surprised to be alive?" Alpha questioned curiously as she stood behind Chrissy with her hands folded behind her head. "It's because I can't afford you dying on me if that's what you are wondering. Wanna go for a swim?" Chrissy quickly made a large force field around herself.

"Too slow." Alpha drawled as she raised her right hand towards Chrissy. "Alpha Wave: 12%"

*KRAKA-BOOOOOOOOM!*

*CRASH!*

Chrissy looked on in horror as she was hit by a wave of energy that was more than twice the size of the one she fired at her future counterpart.

-Above New York-

BGM: END

Chrissy's smoking, nearly unconscious body was flying back towards the ocean at alarming speeds but stopped as Alpha held her by her face. Chrissy glared up at her opponent who was holding her face tightly.

"All the power in the universe…yet you can't beat me." Her opponent said as cold green eyes glared at her. Chrissy couldn't even mumble a retort before she was thrown back towards the earth at blinding speeds. The young heroine closed her eyes as she saw the ocean getting closer and closer.

*BOOOOM*

A large tidal wave erupted from her point of impact that raced towards the broken New York City it wasn't long before water flooded the streets. Sighing, Alpha turned around and grabbed Thor by his neck. Tightening her grip barely, she made the god drop his hammer.

"You just don't learn, do you?" Alpha wondered as she tilted her head. "You see, you can't beat me. That's now how it works; no one can beat me because there is no limit to my power. I won't kill you, but maybe you can be a message…"

-With Talon-

Captain Marvel landed in front of Talon and Andy as she removed her fingers from her ear.

"Alright, Steve said that most of the civilians are out of the way from the immediate area, now we can go try to find a way to-"

"To what?" Alpha questioned innocently as she landed in front of the three before tossing the unconscious Thor at their feet. "Let this be a message, you can't win. Now stand down and give me the boy."

"Like hell!" Captain Marvel shouted as she blasted forward only to find a knee implanted into her stomach, sending her crashing down.

*SNICKT!*

"Please." Alpha drawled as beams of green energy left her eyes and impacted into Talon's stomach, downing the mutant.

"Gnh…S-Stay A-away f-from him!" Talon demanded as she held her stomach which now had a large hole in it.

"Sorry, but he has to go." Alpha said nonchalantly as she approached a terrified Andy.

-With Peter-

"This is horrible…" Peter muttered as he sat up in the bed and stared at the orb that Anansi had created.

"Truly she is a terrible enemy; I truly cannot wait until she dies." Phantom drawled causing Peter to turn to him in disbelief.

"How? Who can possibly stop her!?" Peter questioned in shock. Anansi was about to respond but smirked when Phantom chuckled.

"You forgot already? There is always someone stronger. Even stronger than Alpha. Also trust in Anansi, this entire mess will be settled due to your bonds; don't honestly tell me you don't realize that you have forged a bond with the Great Weaver." Phantom drawled as Peter turned to a smirking Anansi with wider eyes. "He will help you to the best of his abilities."

"I cannot help you directly young hatchling." Anansi began as he held out a hand. "But that doesn't mean I cannot call in a favor from someone who can." Peter was confused until he saw a small golden mechanical Spider lower from the ceiling and land in his hand.

"So…you're finally collecting on that favor Anansi, it only took you a few eons." The Spider spoke calmly before turning to face Peter. "So this is your champion? Ha! It doesn't appear as though he'll ever reach his level. Especially with that body."

"Oh believe me; he'll reach that and much more. Just you wait and see." Anansi smiled. "Although it is not like you'll live long enough to see it." Anansi thought to himself. "And speaking of him…"

"Yes, I lured him here he should be able to help these mortals out but he cannot stay too long, I have plans for him."

"Of course." Anansi said with a nod. As this was going on Peter was trying to figure out where he had seen the spider before but he just couldn't put his finger on it. It just seemed so familiar. It was then that his inner gamer came out and he widened his eyes in horror.

"Oh…crap…"

-Back with Alpha-

"Sorry, this is nothing personal. I just need to make sure the younger me lose her faith as a hero." Alpha explained to the teen as her eyes began to glow. Just as she was about release a beam, she felt herself slammed into the side of a building causing the blast to miss Andy by mere centimeters.

"That's enough!" Alpha frowned as she stood up turned to face none other than Jean Grey, who was wearing her white Phoenix costumed as a flaming phoenix emblem shined brightly over her left eye. Phoenix seemed to be concentrating hard and Alpha was confused for a second until she felt something try to force itself into her brain.

"HA!" Alpha laughed as she fired a small blast of energy at Jean, who teleported to her left just in time for it to miss. "Sorry, but you can't read my mind. Now stop trying to fight me before I decide to figure out just how many times you can bring yourself back from the dead."

"We'll see…" Phoenix trailed off before glancing to the side at the fallen Talon. "Sorry I was so late. Scott was too busy bugging me about where I was going." Talon silently shook her head as she waited for the massive wound to heal. Phoenix brought her hands together before stretching them out towards Alpha. "Phoenix Inferno!" The Omega level mutant shouted as a large flaming Phoenix shot towards Alpha, screeching loudly. Alpha simply crossed her arms as a green wall appeared in front of her, however as soon as the flaming bird collided with the wall, it seemed both the wall and the bird seemed to begin mixing to gather before becoming unstable and exploding.

"What?" Alpha though in confusion, she had never seen her powers react like that before.

*BOOOOOOM!*

BGM: Make a Move-Icon for Hire

"Disappear!" A voice shouted and Alpha turned just in time for Chrissy foot to collide into her face. Alpha gritted her teeth as she felt herself get knocked back passed a surprised Phoenix. The powerful mutant blinked for a second before turning to Alpha as Chrissy landed next to her.

"Nice kick." Phoenix said as her left eye continued to burn.

"Thank you." Chrissy said tiredly before firing a blast of energy at Alpha, who was standing up. The older woman simply batted the blast away, destroying the side of a nearby ice-cream parlor, and glared at the two.

"You two want to play? Fine then." Alpha muttered as she raised her right hand at the two. "Alpha Blast!" Alpha shout as a green orb blasted at both of the younger girls.

"Alpha Blast!"

"Shot!"

Chrissy and Phoenix shouted respectively as a green orb and flaming orb fired from their hands and collided with Alpha's blast. However, it was then that something strange happened. The three attacks mixed together and became an unstable mixture of energy. Realizing that it was about to explode, Phoenix used her telekinesis to shoot the unstable compound at Alpha.

"Damn!" Alpha muttered as she surrounded herself with a dome of green energy, but much to her shock the unstable blast simply ripped through it like paper and slammed into her body engulfing her in what looked like a pillar of green flame. "GAHHH!" Alpha screamed in agony. As soon as the light ended both teens looked on in shock as the powerful woman was on her knees with her head bowed as her body smoked.

"That's it." Chrissy with wide eyes making Jean turn to her in confusion. "I don't know what it is, but both of our powers together seem to be the only thing that can negate her strength! We have to work together if we want to win this!"

"Are you sure?" Phoenix questioned unsurely

"We don't have a choice." Chrissy muttered before releasing another blast at Alpha, wasting no time Phoenix shot a blast of flaming cosmic energy at Chrissy's attack once again recreating the unstable mixture. Alpha flew up in order to dodge the attack, but the mixture simply flew up after her Alpha frowned gritted her teeth as she flew into the air and sent a beam of energy from her eyes down at Phoenix who simply teleported away. Changing tactics, Alpha tried to fire a few blasts at the unstably bulk of energy but that only served in making it bigger.

"Shit, she may not be able to read my mind but she can still feel my presence. As long as she can feel where I'm at she can keep that thing after me." Alpha thought as she gritted her teeth "Fine I'll just go someplace she can't feel me."

-Space: Just outside of Earth's Orbit-

"This should be just far enough-"Alpha stooped her thoughts in shock as Chrissy and Phoenix teleported in front of her with a second sphere of energy. The second sphere impacted into her fact, once again engulfing her in a green flame-like substance, as she writhed in pain from that attack the original one collided into her as well.

["Did we get her?"] Chrissy wondered as Phoenix closed her eyes before widening them in shock.

"Watch out!" Phoenix mentally shouted as an incredibly furious Alpha erupted from the flames and grabbed Chrissy by her neck and threw her towards the moon before spinning and kicking Phoenix in her head. She smirked when she felt something crack as the Omega level mutant flew away from her.

"GAHH!" Chrissy shouted as she was slammed into the moon as Phoenix was kicked away.

-New York: With Talon-

Talon watched as a large crater appeared on the moon causing a bead of sweat to slide down her face.

"This isn't a fight…this is Armageddon." Talon whispered in horror. The exact scale of this fight was finally sinking in.

"J…just what the hell are we watching?" Captain Marvel questioned in confusion.

-Space-

Phoenix was floating on her back, completely still, as Alpha flew towards Chrissy. After a moment or two her body was engulfed in the shape of a flaming Phoenix. The flames dissipated moments later, revealing a shocked Phoenix who stared at her hands in shock.

"D-did…I just die?" Phoenix wondered in confusion before shaking her head. She quickly locked on to Chrissy but frowned when she couldn't feel any thoughts from the teen. Phoenix teleported into the crater that Chrissy's body was in just as Alpha landed on the moon's rocky surface. Phoenix paled when she felt Alpha appear behind her in a blur of speed but managed to teleport back to New York with the teen before Alpha could deliver another fatal blow.

BGM: END

-New York-

"D-damn…" Chrissy got out painfully as they appeared back in New York; her entire body ached in unimaginable pain. Checking her surroundings, Chrissy realized that they were somewhere in the remains of Queens. "L-listen your powers can hurt her, but they are too weak. When I amplify them with mine it's only then that real damage can be done to her."

"But even so, she's still more skilled than either of us. Hell, she just killed me." Phoenix whispered as Chrissy forced herself to stand.

"She's not at her full strength." Chrissy said as she narrowed her eyes. "If I had to guess she's only about five times stronger than me, but that's enough for her to give the illusion that her power is limitless."

"Only five times stronger?" Phoenix questioned incredulously.

*BOOOOOM*

The teens braced themselves as the woman landed and created as a shockwave that ripped the concrete apart.

"That was pure rage she threw me with." Chrissy explained as she glared at her counterpart. "She wasn't controlling her strength. If she came from the year 2099 then I should have literally blown up along with the moon from that throw."

*Clap* *clap* *Clap*

"Wow I was smarter than I thought." Alpha drawled. "You're right I am much weaker than I should be. Only one percent if my math is correct, mainly because most of my power was being used to keep Earth alive back in my time."

"Somehow I don't think you'd be so willing to give up that much power." Chrissy said sarcastically.

"Hey, I give up some power and they treat me like a goddess….seems like a fair trade." Alpha smiled before clenching her fists. "Time to end this."

"We need to planet bust." Chrissy muttered making Phoenix stare at her in horror.

"What the hell? I'm not blowing up the planet!" the red-head said incredulously.

"No, what I mean is we need to gather that much energy and hit her with it, she shouldn't be able to survive that." Chrissy explained making Alpha bark out a laugh.

"Like I'll let her live that long." Alpha chuckled before crossing her arms making them tense because they knew that the woman was too fast for them. "I am like a god you idiots…" Alpha said as she appeared in front of them using only her speed. Chrissy couldn't even blink before she was slammed into the ground by a powerful heel drop. "…and I will not be stopped by-*BAM*"

*CRASH*

*CRASH*

*CRASH!*

BGM: Asura Wrath Soundtrack - Asura Unleashed –

"[Enough.]" A large man said in fluid Japanese as he stood in front of the girls with his right fist outstretched. He completely towered over both of them and had spikey white hair and a pair of righting glowing white eyes. He also had strange markings over his body and both of his fists were covered in a strange metal.

"W-what?" Phoenix questioned with wide eyes as the man helped Chrissy stand up. Chrissy looked at the man as if he somehow contained the answers to all of life's questions.

"A-Asura?" Chrissy whispered with eyes the size of dinner plates and the man couldn't help but be reminded slightly of his daughter.

"[I do not know where I am, but I have seen enough. You two are strong for little girls.]" Asura said as he gazed upon them and inwardly Chrissy glad that Chun-Li took the time to teach her Japanese.

"Who is this guy?" Phoenix questioned in confusion.

"An Ally." Chrissy explained quickly. ["Asura we need your help. We need time to charge up energy can you hold her off for a few minutes?"]

"[*Hmph* She is weak.]" Asura muttered as said woman landed back on the street. And just like that, Alpha-2099 found herself facing Team Broken.

"Asura? What the hell, he isn't supposed to be here!" Alpha said with wide eyes and though she tried to hide it, there was a hint of fear in her voice.

["Remember Alpha, there will ALWAYS be someone stronger."]

Alpha gritted her teeth as Talon's words rung through her head.

"[I feel my existence fading from this strange world as we speak. I am returning to my homeland, but I can assist for a short while.]" Asura said as he crossed his arms in front of him as his body trembled before ripping them apart as four more arms grew from behind him. "RAHHHHHH!" Asura roared as he dashed straight toward s the woman savagely.

"Shit! Alpha Beam!" Alpha roared as she fired a beam of energy from her eyes, but Asura simply leapt over them and landed behind her. Alpha turned around with a glare even as her body was filled with a feeling of dread. The barrage of fists being sent at her was almost unbearable, each time one of her fists connected with his she'd have to repress a wince. "How is this possible!? I'm hitting him with much more force yet somehow he's…he's pushing me back!" Alpha thought with wide eye as she found herself stepping back. She prepared to fire another beam from her eyes, but as soon as she prepared to release it she found her head whipping to side from a devastating blow.

"AAAAAAHHHHHH!"Asura roared as he gained the upper hand and proceeded to mercilessly beat the woman back. Delivering a particularly hard punch to her stomach, he lifted her off the ground from the blow and continued his onslaught.

"Listen to me Jean." Chrissy began as both continued to charge their energy as they watched the completely one-sided fight. "If our next move doesn't work…kill me." Chrissy said as her eyes watered slightly. "Too many people have died because of me already. If she is still alive, take me out." Chrissy said seriously as Phoenix stared at her in disbelief. Chrissy had had enough, one way or another, that woman had to be stopped.

-With Peter-

"T-t-this presence…." Chun-Li muttered as sweat formed on her brow. "Who is that?"

"Asura. Demi-god of wrath." Anansi answered as the golden spider climbed on his shoulder.

"How is Alpha being beaten so easily though?" Peter questioned in confusion "He's strong but I did the math, her punches should be horrendous in power."

"Simple. Her disregard for life, arrogance, and the fact that she hurt someone that apparently reminded him of his daughter…all amplified his wrath." The Spider said calmly with a chuckle.

"The imbecile caused her own defeat." Phantom drawled before cracking his neck. "I'll return shortly, I have a promise to keep." And with that Phantom vanished.

"Well this should be long enough Anansi. My debt is paid. Until our paths cross again," And with that the golden spider, also known as Chakravartin the one true God and spinner of mantra in Asura's home world disappeared.

"They will never cross again you fool. Your arrogance shall be your downfall; you have learned nothing." Anansi thought to himself with a frown before regaining his calm demeanor. After all when Asura continued his journey he'd never have to deal with his fellow Spider-deity ever again.

"Exactly, why did he owe you?" Peter questioned in confusion.

"A long time ago we had a debate over whether Tantra was stronger than Mantra." Anansi began wistfully. "Safe to say I won." Anansi explained as he clenched his fist. "Absolutely the hardest fight I have ever been in."

-With Asura-

BGM: END

BGM: Reignite- Malukah

The demi-god grabbed the heavily injured woman by her neck and hit her with a devastating blow that sent her flying up into the sky. Eventually as she approached the end of the atmosphere her body began to burn due to the friction. She looked like a falling star going in the wrong direction.

"[It's up to you girls now.]" Asura muttered as he faded from Earth-616.

"It's time." Phoenix spoke up as her body appeared to have been completely made out of fire. The Omega level mutant held out a hand which was grabbed by Chrissy whose eyes were completely neon green, sclera and all.

"Then let's end it." And with that the two blasted off into the sky after their enemy as soon as they were above the city they exploded into an orb of green flaming light that quickly formed into a colossal phoenix. Across the hemisphere human's and mutants watched in awe as a large green phoenix flew into the sky.

-With Alpha-

"This can't be happening…" A battered Alpha thought as she watched the large bird erupt from the planet. "No…I REFUSE TO DIE!" Alpha thought with a glare as she flew towards the bird in anger.

-Inside the Phoenix-

["You're putting in too much energy! If you keep this up you'll-"]

"I know." Chrissy thought to Phoenix with a grim smile. "That monster is my fault; it's killed so many people and threatened so many of my loved ones. Talon was right, no matter who you are your greatest enemy is yourself. And I have to make sure that this doesn't happen."

["What are you doing!?"] Phoenix thought in frustration as her body was encased in a green force field.

"It was fun." Chrissy thought with a sad smile as she flew ahead of the mutant. "Universal punt." Slamming her foot down on the sphere sending it blasting back towards Earth.

["CHRISSY!"] Jean tried to break free, but much to her horror she realized that her power was too low to even budge the force field. The two parker particle infused women collided within the Phoenix and moments alter it detonated.

*BOOOOOOOOOOOOOOOOOOOM!*

Tears fell from Jeans eyes as she went hurtling back into Earth. She wasn't sure how long she was falling but it felt like an eternity. Eventually the force field faded when she got over New York, but she was too exhausted to muster up the strength to fly. Luckily a few moments later a pair of strong arms caught her.

BGM: END

"Gotcha." Captain Marvel said softly as she held the young woman.

"C-Chrissy…" Jean muttered before closing her eyes and succumbing to blissful unconsciousness. Captain Marvel shook her head as she looked at the city. It hadn't been in this damaged since Civil War…and to think it was all caused by only four people. Captain Marvel was about to fly back down when she saw something falling from the sky, narrowing her eyes she was able to make out the unconscious form of Chrissy. Grabbing Jean under one arm, the blonde blasted forward and effortlessly caught black haired teen and held her under her other arm.

"The kid's barely alive; I gotta get her to Talon." Captain Marvel muttered as she flew back to the feral.

-With Talon-

The Avengers approached the feral just as Captain Marvel landed.

"We managed to get the civilians out of the immediate danger area and out to the outskirts of the city." Captain America informed the blonde before glancing at the downed teens. "Are they…?"

"No, they are both alive though Chrissy is in critical condition." Captain Marvel explained as she placed both teens on the ground. "Whatever they did…I'm not sure even the older Alpha could survive, that explosion was felt across the globe. Talon, she's in critical condition you have to heal her." Talon nodded her head and approached her former pupil when suddenly a familiar scent grew near.

"Impossible…"

*THUD!*

"I am done playing games." Alpha muttered as the Avengers turned to see her standing behind them with a vicious glare, she was badly wounded but she still had enough power to kill each and every one of them.

"…S-so am I…" Chrissy grunted out as she tiredly turned her head to get a good look at her older self. "It doesn't matter what happens from this point on…she can't be defeated, she's just too strong and she gets even stronger by the second. Her strength….it shouldn't exist. Nobody should be THAT strong. Period."

"What are you talking about? What could you possibly do?" Alpha questioned with a derisive snort.

Chrissy P.O.V

BGM: Stand Up- Yashin

Is this how Spider-Man felt when he gave up his life to protect his friends? It hurts so much…my heart hurt so much and I am terrified beyond belief…yet there is a sense of completeness and even now as my body screams in agony…I don't believe I have ever felt this strong. As I rolled over to my front it seemed as if blood had replaced my sweat.

"Stand down Chrissy, you have done enough." Talon told me as I continued to force myself. Heh, I'm still alive after a planet busting explosion, that's definitely going in my feat book. That's right Chrissy keep joking to yourself, grin and bear this pain and get on your damn feet already!

"N-no…I…haven't… I f-finally figured out her weakness." I explained as blood poured from my mouth as I raised my right hand towards…the monster that I had become. I smirked as it began to shine green…but it still wasn't strong enough, I have to keep my arrogant self-distracted. If only for a few more moments.

"Is that right?" Alpha said skeptically as I nodded my head. "Are you forgetting that my power is limitless? At full power I could blow this planet away with a tap."

"No you have a limit." Yes! I managed to talk without a stutter. "You're arrogant, even after you got your ass beat by Asura you still feel as though you can be condescending. You fail to acknowledge the power of others and that's your limit." Wow I don't think I have ever been this angry before. "You ignore the importance of your allies, you treat life as trash, and even if you succeed you will always be alone! And that's your fucking limit!" I roared angrily as I clenched my shining fist that was now encased in a green orb just slightly bigger than it. "Alpha...BUSTER!"

*Crunch*

….Holy…DAMN! This hurts! I thought as looked at the orb that I was pushing in into my own chest. I gritted my teeth as I felt it grind through my incredibly strong body

"You Idiot!" My older self roared in in outrage. "Do you have any idea what you've done!?"

"Chrissy!" I heard Talon shout and I honestly never thought I would ever see such a strong look of horror ever appear on my stoic mentor's face. In fact her expression was only rivaled by Andy's who looked as if he were about to pass out

*CRACK!*

"GAk!" As soon as my ribs gave in a large amount of blood forced itself out from my mouth. I felt a smirk tugging on my lips when I noticed that the older me's image flickered slightly. Thank God, if this didn't work I was going to be so pissed. Gritting my teeth I released the attack I felt the wave of energy rip through my back and from the sounds of it I think I destroyed another building.

Tired…

I feel so damned tired…

Everything is going dark…I think someone is holding me….I don't know what's going on anymore.

P.O.V End.

"AHHHHH!" Alpha screamed in agony as she fell onto her back. "W-what is this?! It feels like I am getting ripped apart!"

"I told you that your time was coming." An old voice spoke up and Alpha looked up with tears in her eyes as she saw Phantom gazing down on her.

"P-phant-tom-"

"Now…" Phantom interrupted calmly. "You can die." Alpha glared up at him viciously but her eyes quickly went blank. Phantom released a sigh as her body began to fade as his began to follow suit. Phantom checked his watch before shaking his head. "It's not my time yet. Time Lock." Phantom said to himself as he pressed the white spider emblem on the buckle of his belt. The emblem began to shine brightly an electric current spread through his body causing his body to fade back into existence.

"No, no, no Chrissy come one stay with me!" Andy said frantically as he held his wounded girlfriend in his arms.

"T-this h-has t-to happen." Chrissy said tiredly. "I c-can't risk her coming back." Chrissy weakly placed her hand on the side of his face her eyes were an eerie green and glistened with unshed tears. She gave him a weak smile before her hand went limp and her body stilled as her released her final breath.

"Chrissy!" Andy shouted as tears flowed from his eyes.

BGM: END

BGM: Coming Home Part 2- Skylar Grey

The heroes all bowed their heads, even Octavius who although hated kids did not like to watch them die, as Andy shook his girlfriend's body begging that this was all just a terrible dream. Talon walked forward, her eyes blank, and kneeled next to the teens so that she could close Chrissy's eyes. She wrapped an arm around the hysterical boy.

"It's not fair!" Andy shouted angrily as Talon closed her eyes to stop her own tears.

*Flash Back*

"Damn, this is about to hurt…" Talon frowned, before widening her eyes as Chrissy stood in front of her blocking the wave of energy in front of her. "No!"

*CRACK*

"*GAHH!*" Chrissy shouted as she was blown to her back. That seemed to have been the last blast as the machine began powering down.

*Flash Back: END*

"I know…" Talon muttered. "It should have been me."

-With Peter-

Peter gritted his teeth in pain as his dying body shook with unrepressed sobs as Chun-Li held her face in her hands. Jubilee felt helpless she couldn't even fathom what had just transpired, but she did realize one thing.

Her mate was in pain.

And that made her angry. Angry at the person who manipulated Alpha and turned her into a monster in the first place, so wordlessly armed with her blade and a glare that would have made Batman proud she began to walk away.

"Jubilee…" Logan growled out.

"You're not stopping me Logan."

"Course' not but don't think for a second that I'm not coming." The feral growled out making the Vampire nod.

-Back With Chrissy-

Slowly Chrissy's body began to glow, shocking those who watched, and a glowing green ethereal image of the young hero floated from her body.

"Stop crying…please." The figure said softly as its body began to disintegrate into small green particles that floated off into the sky.

"What?" Talon whispered in confusion as she stared at her former pupil with wide eyes.

"Death…is just the beginning. I've served my purpose and it's time for me to go." Chrissy smiled confusing those who heard her.

"Your purpose?" Captain America questioned in confusion.

"I was one with the Universe itself, I allowed it to live among us as a person, but as you can see my time is up." Chrissy said sadly. "The Universe is calling me back to it but don't worry, I'll always be watching down on you all. On everything, oh if only you all could see everything that I am right now. All of the Earths so similar yet so different-"Chrissy shook her head as she felt herself becoming overwhelmed. Floating down in front of Andy she grabbed him within her arms and placed her lips over his. A small green spark leapt from her mouth and into his. "I will always be with you." Chrissy told him firmly before turning to Talon. "Thank you for everything. You have definitely earned the Universe's favor." Chrissy said with a smile before floating back into the sky. "Goodbye…Thank you all for everything."

And just like that Chrissy, The Unbelievable Alpha, split into countless orbs of light and scattered across the universe, leaving them forever.

"I couldn't help her at all. I was her boyfriend and all I could do was stand here and watch her kill herself." Andy thought in despair.

"I failed her. She had so much potential…and now she's gone." The realization hit her hard, very hard, and her blood went cold. The myriad of emotions that ran through the feral were too much for someone as inexperienced at expressing themselves as her to handle so she settle for simply cutting them off. She had to focus on the situation at hand grieving could come later.

Sometimes her upbringing was a bitter-sweet blessing.

BGM: END

BGM: Will the Circle be Unbroken- Bioshock Infinite OST

Talon frowned in confusion as she saw Andy lift the body up Bridal Style.

"She's…lighter…than I imagined." Andy thought to himself as he held her head close to his chest. The blonde gazed down at the young girl in sorrow.

["If I die I want to buried at sea."]

Andy winced as the memory made itself known. She had told him that there was always someone stronger, but he didn't believe it. She was just so…invincible.

"I can at least do this…it's not that far from here." Andy thought to himself as he quietly began walking pass the Avengers. As the boy walked away he could hear the heroes quietly follow him, but he couldn't help shaking his head in wonder as he stared down at the young girls face. "How…how can you die with a smile?"

"Where is he going?" Captain Marvel wondered as she walked next to Talon, who was carrying an unconscious Jean. She flinched suddenly as for a split second her skin felt as if it were on fire. She released a small gasp as the image of a purple crystal surrounded by complete darkness flashed through her mind before the pain ended. "What the hell?"

Little did Carol realize at the time, but she was just a mere cocoon.

And the butterfly was ready to be free…

-10 Minutes Later—

Nobody said or did anything as Andy stood in the water with the downed Alpha in his arms as tears fell from his face. Talon sat Jean down and approached the young teen.

"Why her…she just wanted to help… DAMN IT!" Andy shouted as tears flowed down his eyes before setting the young hero down. Into the water.

"Andy…"Talon began softly as she walked next to him. "Shouldn't we give her a proper burial?"

"No. She's told me countless times this is how she wanted it. At first I thought she was joking, but she was dead serious." Andy explained as he turned towards the feral, his face nothing but a mask of pain. "As much as she talked about dying it was like she expected it to be dead soon."

"Andy, go get your family and leave. What you saw today is just the beginning. Please just leave this city and live. Live for her." Talon said quietly making the young blonde turn to her in confusion.

"Just what the hell is going on?" Andy question quietly. Talon closed her eyes and released a sigh.

"The person you see in the Spider-Man costume is really Octavius-"

"-The guy who tried to roast the Earth!?" Andy questioned with a harsh whisper.

"The same. The Avengers refuse to see reason; you can tell by their body language that as soon as you get a safe distance away from me they will try to apprehend me…or worse."

BGM: END

"The Avengers won't try to kill you." Andy said with a small frown.

"I'll make them try; I am not going to surrender." Talon promised with a grim smirk. "This incident has the potential to grow into another war. You saw how the last one turned out; you need to get your family out of here. Live on for Chrissy."

"I'm not going to leave you alone, you are too outnumbered!" Andy bit out as he clenched his fist tightly.

*Krackle*

Both Talon and Andy watched in with wide eyes as a spark of green erupted from his fist. It was small, so only they noticed. It was then that they both thought back to Chrissy's last kiss with Andy.

"She gave you her power." Talon whispered as she glanced back at the Avengers that were watching with growing apprehension. "Listen to me." Talon muttered as she gained the stunned boy's attention. "As of now, you will take up the mantle of Alpha. Leave with your family and train. I need you to trust me. If I fail in saving Spider-Man, when you are stronger, come back and help should I need it. Understood?"

"…"

"Understood?" Talon asked more forcefully getting a reluctant nod from the boy. "Good now fly away."

"I don't know how to fly."

"Then run!" Talon shouted as she pushed him to the side as Captain America's shield slammed into her making her stumble back away from the stunned teen.

"[Good, you separated them!]" Iron Man said as he blasted forward towards the feral and raised his hand and fired a powerful repulsor blast at Talon. The feral's vision went black as she saw the blast coming.

*BOOM!*

"Grr…"

["What!?"] Iron Man question in shock as his blast collided with a black fleshy substance that surrounded the feral. The substance opened itself to reveal that it was really Jubilee's wings that wrapped around her protectively. The half-Vampire shot forward into the sky with her katana clenched firmly in her right hand while her eyes burned a blazing red.

"Tony!" Captain America shouted as he went to catch his shield, only for it to be grabbed in mid-air by Wolverine. The older feral glared at the super soldier before throwing the shield out into the ocean like a Frisbee.

*SNICKT!*

"I think I still owe ya for bashing me out of a plane." Wolverine growled as he thought of the time he was thrown off of a plane during the war with the X-Men. Wolverine charged the man and began slashing wildly. It was only Steve's, combat Experience that prevented any lethal wounds. As this was going on Spider-Man took a step back and surveyed the now battle field.

! Spider-Sense!

Spider-Man ducked just as a thin blade swung over his head, he turned around frantically to find Phantom standing behind him with a long but thin blade in his right hand and the bottom of his cane in his left.

"I wonder if you can really fight with that body." Phantom questioned as he tilted his head.

"Of course you imbecile, it's mine after all." Spider-Man scoffed. Phantom said nothing as he dashed forward and immediately put Spider-Man on the defensive. Phantom smirked to himself as two stingers ripped from Spider-Man's wrists.

~Web-Rush: Phantom~

Time almost came to a complete stop as Phantom dashed forward and grabbed both of his father's stingers tightly in each hand before kicking the man away.

~Web-Rush: END~

"W-what? H-how!" Spider-Man questioned as he fell on his rear as his wrists bled profusely.

"You're too slow." Phantom said bluntly as he held a bloody stinger in each hand. "His Spider-Sense is too weak to stop me…it's nowhere near my level." It was with that thought that Phantom side stepped an electric blast from Spider-Woman.

"Get away from him!" Spider-Woman shouted as she flew at Phantom the thief teleported before she could blast him again. Spider-woman knelt beside Spider-Man and tried to help him up. "Come on Spidey get-"

"Unhand me woman!" Spider-Man growled as he roughly pushed her to the side before webbing up his wounds.

"What?" Spider-Woman asked in confusion as she watched the hero stand up.

"You cannot stay in character during times of stress can you Octavius?" Captain Marvel shouted as she descended upon him with her fist cocked back only for him to jump back.

"Oh God Carol, don't tell me Talon was right." Spider-Woman muttered as she stood up and glared at the man.

"Looks like it." Carol muttered before suddenly grabbing her side in pain. "Damn…what the hell?" Carol glared up at Spider-Man. As this went on, Talon was having her own problems as she found herself fighting both Hawkeye and Black Widow. Talon growled as she slashed through Hawkeye's bow and landed a devastating kick into his stomach. Talon spun around and swung her talons at Black Widow, the assassin gritted her teeth as she ducked under the slash and slipped behind the feral. Natasha used her momentum to spin on her heel and catch Talon in a chokehold.

"Listen to me." Natasha whispered harshly into the younger womans ear. "SHIELD will be here in fifteen seconds. You will be terribly outnumbered; you have to get out of here." Black Widow informed the struggling feral. "Nod once if you understand." Talon nodded making Black Widow loosen her grip slightly. "Elbow me in my stomach and escape; I'll stay with Spider-Man's body. Octavius can't keep this up forever and he's going to get desperate I need to be there when he does." Talon released a vicious elbow into the woman's stomach that forced her to release the feral.

*THOOOM!*

Talon turned to find Iron Man slamming into the ground. Jubilee straddled his waist with a growl as her right hand was covered in veins while five black vicious looking claws were release from each of her fingertips. Jubilee grabbed his faceplate and ripped it from his helmet revealing a dazed Tony Stark.

"Do it." A masculine voice whispered in her ear. "He's nothing but mere prey. You hunger so just do it! Eat to your heart's content!" Jubilee licked her lips as her fangs seemed to lengthen. She pried the rest of the helmet off and held his head in her hands. "Yes…you are a queen and this scum thought he could best you. Finish him." Jubilee's fangs were mere millimeters away from the armored avenger when she was suddenly knocked to the side. "Damn it!"

"Snap out of it!" Talon roared making the crimson eyed woman shook her head furiously before looking up at Talon in horror.

"W-what the hell was I about to do!?" Jubilee questioned with wide eyes but before Talon could answer they both looked out over the ocean where they saw a large SHIELD helicarrior approaching. Captain America gave a small sigh of relief when he noticed it and Tony used there distraction to fly away.

"AVENGER'S ASSEMBLE!" Captain America shouted as he released a devastating blow to Wolverine's head making the feral stumble back. Captain America stood defiantly against his opponents as the SHIELD helicarrior approached them. However it was then that he noticed that only Black Widow, Spider-Man-who had spent his fight running away-, Hawkeye, and Tony standing next to him.

*KRAKA-BOOOOM!*

Thor landed next to them as storm clouds began to form. Phantom gave a slight curse.

"I was hoping to settle this before he entered the fight." Phantom thought tiredly. "Time for a tactical retreat then, at least we managed to pick up two more allies." Phantom mused as he glanced at a pissed off Captain Marvel and a hesitant Spider-Woman.

"Jess?" Hawkeye asked in confusion sounding slightly hurt.

"Clint…" Spider-Woman said softly as she shook her head. "That's not Spider-Man."

"Not you too." Hawkeye said in disbelief. "Jessica we ran the test and he agreed to a mind scan. We just need to wait until that is done, but if you ask me Octavius is obviously manipulating you all."

"Clint, Spider-Man-the real Spider-Man- is dying we don't have time to wait." Captain Marvel said angrily.

"We have no choice!" Captain America shouted angrily

"How the hell are you this stubborn Rogers!?" Wolverine growled out angrily. "How can you not tell that that isn't the web-head!?"

"'There is nothing more deceptive than an obvious fact'-Arthur Conan Doyle." Phantom piped up. "We are getting nowhere fast. As long as Captain America, Iron Man, and Thor think that they are doing the right thing. Nothing will change. They are all too prideful to change their opinions no matter how much evidence is stacked against them." Phantom began as he gestured to the Avengers. "They will not realize what's going on until 'Spider-Man'…" Phantom began using air quotes around the name. "…Betrays them ad he will betray you and do it soon because he can't continue this charade. It's that betray that we have to prepare for, the Avengers are a nuisance at best at what is to come."

"And what is coming?" Hawkeyes asked angrily making Phantom chuckle.

"War." Phantom said with a shrug as he turned around.

"War won't solve anything." Captain America said passionately.

"Of course not." Phantom agreed. "War doesn't determine whose right, only whose left. And believe me when I say that between that imposter and the real Spider-Man. The real one will be whose left. I just hope you survive our next encounter so that you can learn from this. We shall retreat for today."

"Phantom…" Talon began as she picked up Jean only for the man to hold up a hand.

"Diplomacy won't work and too much has happened today for us to fight with clear heads. We shall leave, rest, and tomorrow…" Phantom trailed off with a short laugh. "New York will once again become a battlefield." Pressing the Spider emblem on his belt Phantom and his allies disappeared leaving behind some very trouble Avengers.

"Just what the hell is going on?" Captain America muttered making Black Widow sigh.

"We'll find out tomorrow I supposed I just hope this one is not as bad as the Civil War." The red-head muttered.

-Peter's underground lab 2 hours later-

"So what now?" Chun-Li questioned as Phantom paced back and forth.

"Tomorrow, we need to gather more allies." Phantom explained to the fighter. "We need to retrieve Madam Web. Talon, you will come with me as back up. This will be the first mission in this war and it has to go flawlessly. We will meet at the Divide at dawn."

"The Divide?" Talon questioned curiously.

"Alpha split this entire city into two pieces. We reside on this half while SHIELD and the Avengers are on the other. I named the large fissure that split the city the Divide, pretty clever huh?" Phantom chuckled making the feral shake her head. "Rest up; we have a long few days coming."

-The Next Day: Divide-

Phantom and Talon crouched in the shade of a destroyed building as they watched the agents walk away.

"Robyn, tell me which Avengers are out and about now." Phantom ordered a she placed a finger to his ear.

["There are currently only three Avengers on patrol Mr. Phantom. Mr. Iron Man, Mr. Captain America, and Mr. Hawkeye."]

"I see…" Phantom drawled as he looked at the roof of a nearby building. "I can see Hawkeye now. Spider-Woman I need you to deal with him so that I and Talon can quickly disperse the agents and continue our way to the hospital. Remember the mission for today is to retrieve Madame Web."

["I understand."] Spider-Woman's voice came from the earpiece. Phantom looked up into the air and saw Spider-Woman flying towards Hawkeye.

"Also there is enough technology around for Robyn to get a good view of the area, let her be your Spider Sense and listen to her when she tells you to dodge." Phantom began getting quietly before continuing "Captain Marvel, have Robyn lead you to Captain America and make sure that once you find him that you make as much noise as possible to get Iron Man's attention."

["Understood."]

"Let's go Talon, maim but don't kill after everything is said and done you can heal those who are wounded later." Phantom told Talon who nodded once before narrowing her eyes and hopping over the cover and in front of three heavily armed shield agents.

"It's Talon! Quick! Subdue her!" One of the heavily armed agents shouted as they aimed their gun at her.

*SNICKT!*

"Rage…trigger!" Talon growled out as she flipped towards them with increasing speed and dismembered three of them before ending in a crouch before the remaining three. Talon was about to charge forward when blood suddenly spray from their backs. She stood up as phantom faded into view.

"Three blocks left, think you can make it?" Phantom questioned good naturedly.

"Don't get left behind." Talon said coldly as she walked past the sighing thief who pressed a button on his belt and disappeared.

-Meanwhile: With Spider-Woman-

["Duck!"] Robyn shouted from Spider-Woman's earpiece and the woman wasted no time in ducking just as an arrow sailed over her head.

"Stand down Jessica!" Hawkeye ordered as he readied another arrow. Spider-Woman frowned at him as her right hand began to spark with electricity.

"You know I can't do that." Spider-Woman said angrily as she glared down at her boyfriend.

"Will you snap out of it? You are being controlled!" Hawkeye shouted angrily as his pulled the arrow back a bit further. "We've ran the tests the mind and body are Spider-Man's!"

"If anyone is being controlled it's you!" Spider-Woman shouted back. "That is not Spider-Man!"

"So what? You are going to betray your comrades, your friends, me because you believe in something that all evidence points against!?" Hawkeye shouted incredulously.

"Even if you think I'm being a traitor, you must understand I must do the right thing." Jessica said sadly as she clenched her fists and charged at Hawkeye. "I have to save him!"

"Looks like there is no reaching you, fine I'll wake you up by force!" Hawkeye shouted as he released the arrow.

-Meanwhile with Captain Marvel-

*KRAAAAANG*

Captain Marvel gritted her teeth as she flew to the side to dodge Captain America's shield. Captain America said nothing as he raised his hand to catch the shield.

"Stand down soldier." Captain America ordered as Captain Marvel glared at him.

"Sorry, I can't do that!" Captain Marvel shouted as she extended her left fist and fired a blue beam of energy at Captain America with a grimace. Captain America wasted no time in blocking the beam, causing it to be reflected into the remains of a nearby building it decimating it easily. "This isn't looking good my insides have been burning since yesterday and my vision is blurred."

"It didn't have to be this way!" Captain America shouted as he slung his shield at the tired woman. His aim was true, as the shield collided directly with her forehead, sending the powerful woman crashing on her rear.

"D-damn….this is not looking good. Why am I so sick? Was I poisoned somehow?" Captain Marvel wondered as she watched Captain America catch his shield.

["I was going to lend you a hand Rogers, but it looks like you have everything under control."] A voice spoke up and they both looked up to see Iron Man flying above them. ["I'll go lend Hawkeye a hand then."]

"Crap not good! I have to keep them both here!" Captain Marvel thought to herself before sending a powerful beam of energy at the Armored Avenger who was just barely able to dodge it. "D-Don't….underestimate me!" Captain Marvel roared.

*BOOOM*

Captain Marvel erupted from her place on the ground at blinding speeds and instantly appeared behind Iron Man.

"My powers…" Captain Marvel thought as slammed a powerful right fist into Iron Man that sent him crashing into the ground next to Captain America. "They're stronger but at the same time they hurt…it's like I feel the damage I dish out!" Captain Marvel thought as she held her right hand. "This pain is agonizing…"

["Don't worry I got you, I am your hero after all."]

Captain Marvel closed her eyes as she remembered what she had told Peter.

"That's right; I made a promise to Peter…one that I refuse to break." Captain Marvel thought as she opened her eyes and glared at the two Avengers. "I don't care how much pain I feel." Captain America smirked before blasting towards them with a grin. "I'll just grin and bear it!"

-Outside: Columbia University Medical Center-

Phantom and Talon were now crawling through the vents of the medical center.

"We need to retrieve Madam Web or else we will be terribly outnumbered, and I refuse to let history repeat itself." Phantom thought as he quickly checked his watch before pocketing it.

"Why do you keep checking that watch?" Talon asked quietly as they maneuvered through the vents.

"It's a watch that was given to me by my wife." Phantom answered. "I have a thing for antiques and it was a present for our anniversary. However, it was damaged in a fight between her and Alpha and the time moves irregularly. It's been decades and it's just now completing twenty-four hours."

"Why not fix it?"

"My brother, Ananase, told me that once twenty-four hours pass on this watch I'll die. I have one 'minute' left and that can take anywhere from one minute to five months to pass." Phantom answered nonchalantly. They were both quiet for a long time before Phantom sighed. "Go ahead and ask, I can feel your mind trying to figure it out. You want to know how she was able to fight Alpha don't you?"

"How-"

"My wife was just like you, she was more enthusiastic of course, but her mannerisms are close to yours. She wasn't as strong as Alpha but she was strong-stronger than me- and smarter than Alpha." Phantom explained.

"She sounds like a good person."

"You're helping to raise her right now; of course she was a good person." Phantom said suddenly before pausing as the wide-eyed feral gaped at him. "We're here." Phantom said simply snapping the feral out of her shock. "You know what to do."

-Julia's Room-

*SHINNG*

*Thud*

Talon and Phantom both landed in in a crouch, Talon with a small thud, and Phantom silently.

"You're too loud." Phantom chuckled getting a glare from the woman. Phantom stood up and gazed at the unconscious form of Julia. "Setting the coordinates back to the lab."

"Are you sure it's wise to stay there? There is no doubt that SHIELD agents have the apartment on lock down." Talon questioned not unreasonably.

"Yes. The only people who are even aware that the second lab exists are on our side. I also have Robyn preventing SHIELD from tracking us. They will no doubt see the lab on the third floor vacant and believe we are no longer at the apartment. From there they will assume that you are using your expertise at staying hidden to hide and attempt to predict where you would go and what you would do." Phantom explained before sighing in dismay. "You know I truly hate people, they are so predictable."

"Then let's get back, I'll heal her there." Talon told Phantom, who nodded before placing a hand on his ear.

"Captain Marvel, Spider-Woman we have her make a retreat I will come pick you two up soon." Phantom ordered before he, Talon, and Julia teleported away.

-With Captain Marvel-

BGM: Radioactive- Imagine Dragons

"Please Carol, Stand down." Captain America said as he stood in front of the blonde that was on her hands in knees.

["You aren't in any condition to fight."] Iron Man said as he landed and flipped his face-plate up while Captain Marvel glared up at him.

"This is ridiculous! Even though I managed to land a few blows I still can't fight due to this terrible burning." Captain Marvel thought angrily as she glared at the ground; however it was then that she noticed that the tips of her fingers were turning red. To be more accurate the skin of her fingers were slowly burning off revealing a red layer beneath them.

"Surely you realize it now." A voice drawled shocking them before all three turned to see Phantom sitting on a pile of rubble. "Captain Marvel." Phantom said as if testing the name. "That name is an insult to your true legacy. The power within you is far greater than his ever was, so stop living in his shadow."

"W-what are y-you talking about!?"Carol grunted out in pain as her vision began to blur.

"That's enough." Captain America said firmly as he threw his shield at Phantom only for it to phase through him and ricochet off of the rubble.

"Damn, it's a hologram." Tony muttered with narrowed eyes.

"My dear Carol, this is happening much sooner than it should have but that's a good thing. You can feel it can't you? Your body is just a shell." Phantom said smoothly as the blonde looked back down at her hands and gave a light gasp as the skin began to crack. "Just let go and release your power."

*CRACK!*

"Gnh…" Carol winced as she felt the skin on her face crack and burn off. "He's right…this pain….I have to get rid of it somehow." Captain America and Tony looked on in confusion as Carol suddenly bowed her head before her body was engulfed in a large flame. "AHHHHHHHHHH!"

"CAROL!" Captain America and Iron shouted in shock as Phantom simply chuckled.

*FA-BOOOOOOOOOM!*

Fire and Pain.

That's all Steve and Tony saw and felt when they were engulfed in a flaming explosion that sent them flying away from Carol. Once the explosion ended Phantom gave a whistle as he stared at the destruction. There were scorch marks and small flames everywhere but the only thing Phantom was concerned about was what was standing in the middle of all of the carnage.

"A beautiful sight." Phantom thought to himself as he gazed at the figure.

And indeed it was. Standing before him was Carol only her eyes had lost their irises, pupils and her skin turned deep red. She was wearing what looked like a white version of her Ms. Marvel costume without the sash, only it was missing the back and the sides from just above her hips to just under her breasts. Instead of the large yellow emblem she had two simple five pointed stars on her left breast that appeared to be red due to her skin color. The edges of her boots and gloves resembled a flame and her hair had transformed into a corona of energy. (LIAG Helpful Info: Tried my best to describe it. Still can't picture it? Then look up Binary by Fezat1 on Deviant Art. Why? Because the last time she was Binary in canon the art wasn't exactly modern.)

"So this is the legendary Binary?" Phantom mused. "Her exposure to the Alpha particles and Phoenix energy must have re-triggered her transformation prematurely."

WHAT TIME IS IT!? LIAG BREAKDOWN TIME!

Alright, so…wow can't believe I'm actually doing a second breakdown for the same character. Oh well let's get started. Frist off a little back ground Info:

On a mission in space, Carol was kidnapped by the alien race called the Brood, who performed agonizing experiments on her due to her unique genetic configuration. Logan, as he had back in Carol's CIA days, eventually rescued Carol from imprisonment and torture once again. After Carol recovered, she and the X-Men discovered that the Brood's experimentation (however unwelcome) had allowed her to attain nearly godlike power. She now possessed super-strength far greater than before, the ability to survive unharmed in outer space, and the ability to manipulate cosmic energy by tapping into a white hole.

Powers:

[Super Strength:] Her strength is easily class 100. This means she can lift over 100 tons on a bad day. Her strength became so great that it was never really put into numbers, but she did once punch Rogue (Who had her powers at the time) right into orbit with a single blow.

[Super Speed:] Faster than the speed of light.

[Super Agility:] Never specified but it is at least greater than Spider-Man's. I get this from the fact that she could evade bullet fire back when she was Ms. Marvel

[Super Stamina:] Again never specified but if she could fight off a massive skrull invasion force BY HER SELF for twenty-four hours as Ms. Marvel….well you get the idea.

[Flight:] Faster than the speed of light and travels galaxies by herself.

[Invulnerability:] As said back when I first introduced her. If the opponent is weaker than her she can't be hurt and if they are Stronger than her she can still withstand a lot of punishment but she will be wear down eventually.

[Energy Absorption:] Okay her binary transformation was the reason she had this ability in the first place. Ms. Marvel can absorb a nuclear explosion. Binary can absorb and wield energy equivalent to a Binary star system. W-what is this I don't even…*Ahem* Moving on.

[Energy Projection:] Once again the Binary transformation is the only reason Ms. Marvel had this ability. It's much stronger, let me reiterate, MUCH stronger than Iron Man's full powered repulsor blasts easily.

[Regeneration:] Owns Talon's and Deadpool's at this point. Especially if Ms. Marvel could walk away from a nuke.

[Danger Sense:] This might actually be the same in all honesty. It was a Ms. Marvel power, not a Binary power.

[Minor Molecular Control:] BAM! Instant costume change.

[Cosmic Awareness:] As Binary, Carol possessed cosmic awareness, much like that of the Silver Surfer. She could visually perceive all types of energy patterns and was instantly aware of any significant disruptions in space.

Bonus fact: Nowhere NEAR as powerful as 100% Spidey in this fic.

Break Down Over!

"If she gets a handle on her new found strength she will definitely be a good asset…" Phantom thought before his image faded away.

"Ugh." Binary grunted before her body and costume changed back to normal as she lost consciousness. Luckily, Phantom appeared behind her and caught her.

"…Still, even my tired old eyes can tell she's too out of practice dealing with that much energy." Phantom thought as he gazed at the unconscious blonde. "Still the fact that she changes costumes instinctively shows how capable she is at adapting to different situations. Oh well, enough musing time to get you back to the lab." And just like that Phantom vanished leaving an unconscious Captain America and Iron Man, whose armor took the most of the explosion, on the ground.

-With Spider-Woman-

"Clint, I am so sorry it had to be like this." Spider-Woman said quietly as she stared at the kneeling form of Hawkeye.

"Jess-"

"It's time to leave Spider-Woman." Phantom said as he appeared behind her, startling her slightly. "Captain Marvel. Captain America, and Iron Man are all down and we still have to figure out how to retrieve the Goblin Key from 'Spider-Man.'" Phantom said as he used air quotes around his father's alias. Phantom smirked from behind his mask as he saw Hawkeye frown at the mention of the key.

"What happened to Carol?" Spider-Woman questioned in concern.

"Let's just say she couldn't handle her own power and leave it at that." Phantom said ominously. "Come, dear, it's we time we leave I am weary of how fast that helicarrior seems to be approaching us. Spider-Woman turned around and gave a slight gasp as she noticed the large base flying above them covering their surroundings with a large shadow. "I will have to find out a way to take that it down later, but first we need to go build our army."

"Good idea." Spider-Woman muttered; she sent Hawkeye another glance before leaving with Phantom.

-2 Hours Later: Peter's lab-

Peter, Jubilee, Talon, Spider-Woman, and Phantom were currently trying to figure out their next course of action.

"So how are they?" Chun-Li questioned as she walked into the medical wing.

"Carol and Julia are still unconscious." Peter answered as he looked at the women that were resting and the last two tables.

"These two are currently our biggest assets." Phantom said as he gestured to the downed heroes. "If Carol can figure out how to control her Binary state there would be few that could stand in her way."

"Still what about Julia? She doesn't exactly help directly no matter the situation." Peter questioned as Phantom crossed his arms.

"She saw the future, she knows what will happen should we fail, besides there are few things stronger than a mother's love and Anansi's will is not one of them. She would never knowingly endanger her daughter." Phantom stated smoothly.

"Phantom, why exactly did you mention the Goblin Key around Hawkeye?" Spider-Woman questioned making him chuckle.

"To answer your question we must first look at the current state of the City." Phantom began calmly as "My Alpha split the city into two halves. On one side of the 'Divide' we have Avenger's tower and on the other half there is us. Currently Shield and the Avengers have free reign over the city but we have to push them back, I shall remove that helicarrior later."

"What does that have to do with the key?" Spider-Woman questioned again.

"Patience. On our half we have Osborn's vault of weapons and resources but the key is on their side with Octavius. Hawkeye will no doubt bring up what I said about the key and knowing the Avengers, they will confiscate it from Spider-Man at least until this situation is settled." Phantom explained. "From there we steal the key back and with both the key and the vault we will gain another edge in this war."

"Why don't we just have Robyn hack the vault?" Talon muttered in confusion.

"If it's opened by anything other than that key it will explode. It's a good thing you called her before this mess started. I have no doubt that we can acquire the key." Phantom confidently before checking his watch. Pausing slightly, the thief sighed and pocketed it. "One thing is for certain we need more allies which is why we need Julia awake."

"Allies?" Jubilee questioned in confusion.

"Right now Captain America and Iron Man probably think that Carol is Binary once again. This means they know they are going to need to call in more Avengers. However they should still be unconscious so now we just need Julia to wake up-"

"Ugh…W-where a-am I?" Julia muttered as she held her head as she sat up and it was at that moment that Cassandra, the first Madame Web, appeared in the room. "C-cassandra? What's going on?"

"Think child, what was the last thing you remember?" The elderly Woman questioned softly. Julia frowned for a second before releasing a horrified gasp and turning to see what looked like Octavius looking at her in concern.

"Damn it! I was too late." Julia muttered angrily as tears filled her eyes. "Peter I'm so sorry."

"It's okay Julia, we can still fix this but you need to calm down." Peter said reassuringly before gesturing towards Phantom. "As you probably know another super human war is coming. He says you can gather us allies."

"Hello Madame, I am the Phantom Spider." Phantom greeted as he extended his hand.

"I know who you are." Julia said quietly as she accepted his hand.

"See that? My infamous heists are so great people know who I am before I am even born." Phantom chuckled making many in the room roll their eyes at him. "Since you know me, then you not only know how this is going to end but also my elder brother."

"Ananase right?" Julia questioned getting a nod from the Thief.

"Good. I'll be frank he's told me everything you Madame Webs are capable of. We need allies, you can get us some." Phantom said bluntly. "I know there is some sort of code or something that you follow about not interfering too much, but Madame I am going to ask that you forget that nonsense right now. If Octavius gets away with this many lives will be lost including your daughter's."

"I'm too weak" Julia said hesitantly. "My mind and body is not strong enough to gather as many as I could."

"Julia!" Cassandra said in horror.

"And I understand that, and you can bring more later, but at least for right now give us enough to fend off the Avengers."

"You can't actually be considering this? Who knows how much you will change by doing this!" Cassandra shouted in frustration as Julia lied back to get comfortable on her make-shift bed.

"I'm done Cassandra. It's time I took matters in my own hands. Don't you dare think I'd risk my daughter's safety for your goals! I'm helping Peter…" Julia muttered weakly from her bed before closing her eyes.

"Stop!

"I barely have any strength left, I need to summon as many as I can and then go recharge at the Web of Life. I can help them out more when I'm rested." Julia thought to herself before snapping her now crimson eyes open. "Calling all Spiders!" Julia roared as her eyes shined bright red with power.

To Be Continued…

Chun-Li: 80%

Talon: 33%

Spider-Man: 0.00000000000000000000000002%

TUSM Total Death Count: 5 (Shouldn't have to be said, but I'm not counting cannon fodder deaths.)

OMAKE 1: Scathach's Domain

Sonja watched the setting the sun as she stood in a field of blades while her crimson hair blew in the wind.

"Are you sure that you are okay about lying to the child? I was under the impression that you and she were rather close." Scathach asked her champion as she walked next to her.

"She has become both a sister and a daughter to me. I know all of her secrets, her insecurities, everything." Sonja said quietly as Scathach smiled.

"The feelings are mutual. Only she thinks of you as a mother instead of a daughter." Scathach said warmly. "I'm rather surprised about this; she cares for you more than she does her own mother."

"Her mother is a weakling and a coward." Sonja said with obvious distaste and Scathach took a moment to study her champion.

"You have never let anyone get this close to you."

"No one was ever worthy." Sonja said as she turned around to face the goddess of battle. It was then that the deity was able to see that she was holding her Hyrkanian blade.

"You realize then how much this will hurt her, yet you still plan on giving her that blade…that blade that united you two in the first place? You realize what will happen to you should she learn how to use its true power." Scathach said calmly.

"My legacy has ended centuries ago, and it's time for me to accept that. Every time I see Mary Jane I am in awe at how similar she is to me-before the destruction of my family- a kind young woman with a strong heart… and every time I see her…I grow tired." Sonja said with a tired smile and Scathach frowned as her champion seemed to age in front of her. "It's about time I rested." Sonja said tiredly as she turned back to the sun set and sat down weakly. Scathach stared at her for a brief moment before sitting down next to her. "My goddess…when my time is up can you promise me that you will continue to look after her?"

"You really see her as your own child don't you?" Scathach questioned rhetorically as if the concept was finally sinking in. "I...I'm sorry, it's my fault you could never have any children of your own." Indeed making a champion the strongest of her time and then telling her she couldn't love anyone that couldn't defeat her….looking back at it the goddess could tell that it was unreasonably cruel. "I just wanted to make sure that you would have someone worthy. I will make this up to you my Champion."

"I have forgiven you long ago." Sonja smiled as she laid back and closed her eyes. "There is nothing to apologize for." Scathach sat in a comfortable silence before gently picking up the sword and standing up.

"You will always be my greatest champion. This blade is proof."

"I will only be your greatest for a little longer, my goddess. Mary Jane will surprise you." Sonja said knowingly, in fact she sounded so sure that Scathach wondered if Anansi had told the red-head something. "Please allow me to rest…my time is down to mere days, I can feel it."

"Okay, but one more question if I may? Even now when you know that giving her this blade will be your demise you don't fear death? This isn't like all of the other times when you could fight your way out of it." Scathach questioned softly making Sonja bark out a loud laugh as tears flowed down the red-heads cheeks.

"Honestly I am terrified!" Sonja laughed. "But I believe in what I must do. Times have changed and you need a suitable champion to fit this era." Scathach nodded her head once before walking away.

"You have come a long way." The goddess of battle thought as she summoned Sonja's Hyrkanian blade as a small red gem appeared in her left hand. "However, only one of you can wield this blade." Scathach sighed as the gem melded into the sword.

OMAKE 2: -Spider-Temple: Altar of the Great Weaver-

"Any luck so far?" Felicia questioned as she entered the altar. Taran smiled at her and gave the older woman a nod.

"I have gotten more information on the Six Queens. They are the Queens of infinity and are bound by a web of love." Taran began before pointing at six stray web lines. "There's the Queen of Reality, the Queen of Time, the Queen of Souls, The Queen of Space, and the Queen of Minds." Taran said as she counted of each web line.

"That's only five." Felicia pointed out as she raised an eyebrow.

"Yes, they are led by the Queen of Power." Taran smiled. "A woman with hair as red as the blood of her enemies. Truly with these six the lord of darkness stands no chance." Taran smiled before turning back to the web. "Now I am working on reading a new section. So far all I can tell is that it involves The Great Weaver, two watchers of the Web of Life, and something about to rise of the third."

"Alright, I'll leave you alone to your work then, see you in a couple of hours." Felicia said as she went to leave. "Good luck."

"Thank you." Taran smiled as the older woman left. As soon as she left the smile fell from her face as she turned back to the web with a frown. "Six Queens….from Six different walks of life…forged by Spider-Man's bonds. Lord Anansi has finally made his move; this entire struggle…is to destroy Mephisto." Taran traced the web lightly and actually glared at it.

"So what will you do child?" A voice spoke up and Taran turned to see Anansi sitting in front of the altar.

"The six aren't ready yet…their bonds lack sufficient love, they will each die when it's time for them to face their respective trials and you know this." Taran whispered. "They can't reach their true potentials because they lack the required amount of love to balance out the Chaos. Why…why can't you help them? You can end this by yourself." For the first time in her life the High Priestess found herself questioning her faith.

"Gods, so much power yet we are each bound by rules. These rules keep us in check and create order. I am the one with the most freedom, and even then that is only because I can see. I can bend the rules but not break them." Anansi then gave a chuckle. "As much as I want to strengthen those bonds, I cannot do so for free."

"Free..?" Taran whispered as she looked down. "Anansi has planned everything, no matter what we-who are under his protection- do, it's because he planned it….that's it. He sent me this prophecy, not to strengthen my faith in him…but to make me question it. Of course! If I didn't question it, he could not answer!"

"I have chosen wisely." Anansi thought as he saw the understanding in his most faithful follower's eyes.

"Still what am I supposed to do-wait the answer is in his answer!" Taran thought with wide eyes. "You can't help for free…but what if I gave you an offering?"

"Oh?" Anansi questioned with a slight smirk as he crossed his arms.

"The six bonds lack love-Tantra- but what if I can gather enough tantric energy in my body and give that energy to you? Could you split it up among the five and give them the courage to complete their trials when they need it most?"

"Tell me child, should you gather that much is that what you want me to do with it?" Anansi questioned as he kept his face blank to make sure he didn't influence her decision. This was it, unknown to anyone but him; everything depended on this single moment.

"Yes Lord Anansi!" Taran said with fire in her eyes that shined so bright that even Anansi did not dare to ask her twice.

"Then yes…I do believe I could do that. Come back to the altar when you have acquired the energy." Anansi grinned as he stood up. "You have chosen wisely, I am proud to have you as my follower." And with that the Weaver faded away.

She knew what she had to do.

Taran ran out of the altar and quickly found one of the younger priestesses.

"High Priestess!" The younger girl greeted with a bow.

"Stand up; I have an important task for you." Taran said seriously surprising the younger girl. "Go find six other Priestesses who are at least of age and bring them to me. The Web depends on this." Taran watched with a small feeling of pride as the younger girl ran off without question. "I have taught them well. Now I just hope my body can contain that much energy long enough for me to use it as a sacrifice."

OMAKE: END

-Omake 3: Who am I?-

I've been here since the beginning.

The beginning of everything.

Alone but content.

I knew my role, to provide a place for life.

But what was life? There so many beings within me experience 'life' some seemed happy others completely devastated.

Life…

It looks so beautiful. Just once I would like to be down there with them but this feeling is selfish. Just once I would like the chance to be with them. To laugh, cry; fall in love…to search for my own existence. I'm not sure how long I have been pondered this. It could have been seconds or millennia…

It was all running together at this point anyway. What were those one species called again? Humans? Many find their answers through asking for help from someone they can't see but choose to believe in.

To believe in something…

…foolish.

But maybe…just maybe that is where the answers to all my troubles lie.

Someone…anyone…please let me live. If only for an instant.

Impossible…someone is trying to harness my power…is it possible that someone has finally become advanced enough to do it? Which species is it?

…

…

…

Humans. A human is using my power but it looks as though he can't use it properly with the machine he's made. Now a woman is about to be destroyed due to my power.

Tragic.

…

Impossible… A girl so young is actually holding it within her body…her saving the other woman allowed her to become one with the energy…

…With Me.

"Come one Speak to me." The woman who was saved by the girl question in concern.

"Oh…what hit me…?" A voice that was both mine and not mine questioned tiredly.

I can do it! I can see and feel everything she does, but who is this brown haired man who's approaching me? Wait this is his Invention. How is he not dead yet? Why does time move so slowly it because I'm alive? Is this Life?

Beautiful.

Thank you sir, for giving me this experience. I shall forever be in your debt…No matter what happens I will be by both you and this woman's side and help you the best that I can.

Who am I?

As unbelievable as it sounds I am the Universe.

-OMAKE 4: Breaking down a review with Rebuke and Deadpool-

The following is an actual review by-you guessed it- a guest reviewer it's by "Ugh" on chapter 22.

[Character derailment! And Karma Houdini! Fonzie went water skiing today.]

I'm not even going to lie Wade, this part actually made me laugh a bit.

"I…I think it's trying to communicate…"

[Does ANYONE already like Ero?]

Well yes…there's the Queen, Spider-Man, Kaine, May, Talon-

"I think he was supposed to put 'everyone' Buke."

No, I think he put the right word maybe he meant the other readers?

"Nah he can't mean that, cause if he took the time to read reviews he'd know that people have liked her since she was first mentioned. It's not like you made the character or something, she's been around for a while now."

*Face-palm*

[It sounds like in your mind she's 616's version of ultimate Spider-Woman.]

Meh, actually at the End of this Arc you'd be able to tell that that is NOT the case. Though I will admit she is similar.

"True…"

[It can happen, you just forgot to make her likeable first.]

"Oh...SNAP!"

Isn't there supposed to be a semi colon after happen?"

"Dude, you are the LAST person who can be a grammar Nazi. Leave that to Wiggles."

Ha! But seriously I don't WANT it to happen. Also fun fact, I didn't make Spider-Woman likable. Nope, didn't even make an attempt. She was a pre-existing character if you found her likable it's because someone else already made her likable.

[And we still don't know her current motivations since her alleged heel face turn (and neither does spidey) did I miss like two chapters of character development here?]

No shit you don't know! That's the point. As for Spidey well you didn't miss two chapters of character development, but there was a bunch of off-screen stuff that you didn't see yet. Like The Conversation that went on between Kaine, Spider-Man, and Ero (Where he learned her motivation by the way) or what happened during the Dinner. So yes, Spidey DOES know her motives. Not every situation involves Dramatic Irony (When the reader knows something the character doesn't.)

This is the opposite (The character knows something the reader doesn't.)

"Weren't you going to go over this is later on in the arc?"

Yup…

[How does someone with no previous life and paper trail become a cop? One who was as long as the public known her publicly affiliated with two known dangerous criminals? Who revealed diabolical intentions on public television?]

"…He's Serious…he's really bringing something like that up…in a MARVEL fic? MARVEL where I can switch between good and evil depending on how I feel that morning and be trusted by both factions or where Norman fucking Osborn became head of National Security, Leader of the Dark Avengers and publically loved…when EVERYONE knew he was the double G, and in another universe became president. And he's confused about how someone who has no criminal record, High intelligence, and a team mate that can control people's minds became a cop? And we're not talking about a detective or something. A regular fucking Cop."

Yup. Honestly you just said everything for me let's move on.

[Oh aunt May forgave her so she's different now?]

Well you know, considering she WAS Peter, has all his memories and experiences. And not second-hand like Doc Ock but they are LITERALLY hers. All she wanted to do was survive but the only means she knew to go about doing that were 'evil'.

"Also, don't ever look down upon the power of Aunt May."

[Even if the audience reading this story buys that it's out of character for the people living IN the universe the story takes place in.]

WHO WAS OUT OF CHARACTER MOTHER FUCKER? THE BIRDS!? Or did you just assume that since the FEW people who you ACTUALLY READ interacting with Ero were okay then that magically meant that the people who didn't even appear last chapter were okay with it as well.

"Whoa! Buke! Calm yourself!"

No, No! This is bullshit this guy just blatantly pulled that out of his ass; let's take a look at the people in Ero's life shall we? Screw it that's too little, how about I add the people she interacted with last chapter as well.

Queen: Ero could be a blood thirsty murderer and she really wouldn't care.

Juri: see above.

Cammy: She's being mind-controlled, and at the same time being helped out by Ero.

Spider-Man: Had a talk with Ero and Talon, May, and even Cammy reassured him that she was good. Also I'm pretty sure Peter isn't sexist so if he can get over Kaine, who he has had much more conflict with, then Ero is not outside the realm of possibility.

Kaine: A former villain himself, only interaction with Ero prior to the last chapter was when she saved his life and who he was trying to protect by giving him his other powers. And as I've said that was Canon.

Wolverine: Do I even need to say anything? You can't really think he actually has an opinion on the woman. Especially with everything he's done in his life.

Talon: She was THERE when Ero broke down in front of May. Plus she would be able to tell if there was any deceit in Ero's words.

Jubilee: One of the poster children of being feared/hated due to ignorance and not given a chance to be trusted. (By both Humans AND mutants) and current fiancé to a former weapon/assassin/prostitute/Cutter/murderer/monster what am I missing? Oh yeah her fiancé is another woman…yeah she's going to point fingers alright!

May: I'm not even going to waste my time. If you don't understand why May doesn't have a problem with Ero you just need to stop reading anything Spider-Man related from now on.

Chun-Li: Is actually NOT 100% okay with Ero, and is always prepared to fight her should the need arise.

Daken: -face palm- Yeah he hate's her the most! Can't you tell through all of their experiences why they would be mortal enemies!? What she did to him was unforgiveable! She killed his mother and manipulated him to have a life-long vendetta against his innocent, of the murder anyway, father! ….oh wait that was Romulus! (Sarcasm)

Robyn: She didn't even talk to the woman and is too busy being a crazy little AI to even care whether she can be trusted or not.

Hobgoblins: She killed them.

Kingpin: He hates her now anyway.

Carlie & other cops: Wasn't even been shown on screen and you know that they don't trust Ero.

Note that many of the people aren't even part of her life, they just happened to be in the same room as her in the previous chapter.

"So what you're telling me is…that he over exaggerated completely."

Hell yeah! Trust me if Captain America was even in the same SCENE as her in a setting that allowed them to fight, she'd have to dodge his shield instantly.

[I feel like I've watched five minutes of the Ultimate Spider-Man cartoon.]

"Maybe you should go watch the first two seasons; I sure as hell don't need you here. You're probably just another asshole that saw a Spider-Man cartoon and the superhero movies and all of a sudden think you're an expert on Marvel. Even if that's not the case, I can GUARANTEE that there are bigger Marvel buffs than you reading this story, so if they can see where Rebuke is coming from…please shut the hell up."

You know I never understood why everyone thinks they are the exception. If you think you notice something is wrong, but are the ONLY one that says something THAT DOES NOT MEAN you are the only one that notices it. MAYBE you're the one who made a mistake. Like the case here when (s) he obviously must not have seen last chapter when I said don't complain until it's over.

Omake: End

That was…Oddly therapeutic.

Now time to reply to the reviews.

This is the last time I'm replying to a guest that uses 'guest' as their name. I'll just ignore/delete reviews that do this after this.

The guest who asked why kill the Hobgoblins: The hobgoblins, like you said, are minor so why not kill them off? You see their deaths served a purpose they put Peter in a predicament where he forced to realize that he can't save everyone. You say it's out of character for him to stand by, but you fail to realize that he couldn't do anything. Period. I'm not sure if you skimmed the chapter or what but Ero is faster/stronger/More experienced when it comes to Spider things, and has a stronger Spider- sense it was even stated in the damn scene that if he made an attempt she would kill them before he got close AND Kaine was going to stop him and kill them himself.

Spider-Man couldn't do a thing. If he could have he would have but this wasn't one of those times when some random ass plot device would come out of thin air and allow him to stop her. He couldn't do anything (I can't stress this enough. I did everything but blatantly say it last chapter and if you couldn't realize that it's not my fault) The Hobgoblins have killed innocents and they were now paying for it. It was their actions that led to their deaths. As for his secret identity Parker is a VERY common last name and many would assume it was made up anyway, so no she didn't endanger it. Hell Kaine uses Kaine Parker and looks like Peter and was still kicking ass without a costume. Then there's the fact that the people who do know he's the Scarlet Spider still know him as Kaine PARKER. Ero didn't endanger Peter's identity nearly as bad as Kaine did in CANON.

Ryuus2: replied already ty for review

LTF: Ha! That's pretty good.

Silent Envoy: Oh it will, though you don't have to wait for me you can figure it out from what I gave you so far

Wiggles-n-stuff: Yup Peter's attitude will definitely help Laura when she finally accepts her "TRUE" path

LIAG-Fan: I know someone else already told me and I'll fix it later. It's not like it affects the story but thank you anyway.

Power345: well here's the next bit lol.

Clouffie1986: *whistles* hot damn thanks bro!

Ugh: check omake 3

ShadowWolfNinja: Me either. Hate that guy.

Ferpet: Well he's going to *Spoiler* with a *Spoiler* and then *Spoiler* all over their *Spoiler* then the six *Spoiler* *Spoiler* Spoiler*

Starter: Will do!

Zoro99: Thanks for the review but a few things wrong with it. One Cartoon=/= Canon and Two Wolvie just said that he was more interesting in Black.

Gravitate: Oh Queen isn't 'hurt' like you're thinking. Ty for the review.

Great Wolf Sif: Let's see if I can screw you over twice.

AJ Lexie: Here's another line: -

GumGumOnigiri: "God's gift from heaven fic" Well damn, I'm flattered lol.

Mercwiththemouth: I am quite possibly in the process of doing the greatest Deadpool moment in history. Wait for it, it's in this arc.

Sh8ad8ow: Thanks for the Review hope you enjoy it.

The Fox Boss: Don't underestimate the power of May –shudders-.

Arrankor: Haha thanks!

The New Creed: I hope you realize that just because I said don't complain doesn't mean you can't review lol.

Auron187: Same as Above and I'll keep that in mind.

AthanMortis: *Whistles* Hot damn Dat deal!

ShadowBloodedge9396: Hmmm….just don't forget that I can be an evil bastard. Ty for the review

John Doe: Thanks bro!

Z2010Deadmeat: -Grins-

The Astonishing Spider-Fan: Haha! Thank you!