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.

24. Act III

Disclaimer if I owned Spider-Man, Superior Spidey would actually be Superior…and Peter.

Act Three: Toy Soldiers

Random thought just occurred to me but I just gotta know how old some of you think I am? Honestly I'm just curious as to see how some of the guesses turn out.

I dedicate this Chapter to those who spent three minutes and made an Account.

I'm surprised at how many people actually like the last chapter! Guess I was wrong :O

Warning unlike many of the other chapters, the butterfly effect has officially shattered the Canon in this event. What that means is this chapter is literally all me and the stuff in my head. Personally this is one of my favorite chapters I hope you enjoy it because if you thought I was a good writer this will show you how I can write without Canon backing me up.

"Buke you lost the ability to be insecure about your writing a few hundred thousand words ago. So shut up and start the chapter. Get it through your head that people actually enjoy what you write."

-Blinks- Alright.

Chun-Li: 80%

Talon: 33%

Spider-Man: 0.00000000000000000000000002%

"We understand how dangerous a mask can be. We all become what we pretend to be." -Patrick Rothfuss

"When an honest man makes a mistake, he'll either stop making the mistake…or stop being honest."- Anonymous

Act 3 Toy Soldiers

-Hel: Hela's Private Chamber-

(LIAG Helpful Info: Hela is daughter of Loki and the giantess Angerboda. She is the Ruler of Hel-an Asgardian Hell- and Niffleheim-a land of cold in Asgard.)

"This must be what mortals call déjà vu." Anansi thought dryly as he stared at the Norse goddess. "It is good to see you again Hela, your presence is always able to refill my chaotic reserves

"It has been a long time my little Spider, why have you sought me out?" A nude black haired woman with bright green eyes questioned as her private parts were barely covered by a green cloak.

"You mean besides trying to figure out what you do with your horns?" Anansi questioned curiously making the woman smirk.

Truly, if there was anything that confused the great weaver it was figuring out what the hell-pardon the pun- Hela did with her horns. Sometimes they were green, sometimes they were black. Sometimes they changed sizes. There were even times when he couldn't tell if they were attached to either her head or the mask she like to wear when she was out of her realm.

"I've come to see if you are interested in a marriage contract." Anansi said seriously making the woman blink owlishly for a second before face splitting grin appeared on her face. She had looked as if she had won the lottery.

"You know how much control over that web of yours is desired…I would be a fool not to marry you."

"Oh it is not with me." Anansi denied quickly before glancing around as if he expected swords to start flying at him out of nowhere.

Nothing scared Anansi, the Great Weaver…

But the goddess of Battle sure as hell came closer than anyone.

"Then why are you wasting my time?" Hela questioned with growing annoyance as a skull appeared in each of her eyes.

"Because soon I will not be the one who controls the Web." Anansi explained making her look at him in surprise. "I am giving it to my Champion-"

"WHAT!?" Hela demanded as she stood up on the couch with her cloak in her hand, not at all caring about the fact that she was now completely nude in front of Anansi.

"It is déjà vu alright. Although instead of towering over me like Venus she has screaming corpses…nice touch." Anansi mused as he listened once again to how idiotic his plan was. "Are you finished?" Anansi questioned as the woman panted tiredly. "Now listen those who bare my totem can feed from Chaos and Tantra-"Anansi held his hand up to stop another tirade. "I have offered this deal to Venus and she has accepted so the longevity is not the issue."

"Then why are you here? If my 'lovely' cousin agreed then there should be no problem." Hela questioned once again annoyed. She was not very fond of many of the other gods especially her Greek cousins. The amount of problems caused because Zeus couldn't keep it in his pants or how pissed they got when a human bested them was more than enough reasons for her to actively avoid them.

Seriously who the hell turns a woman into a spider because she can weave faster than you? Weaving is not even that important of a skill! Something was really wrong with Athena if she was that insecure. (LIAG Fun Fact: Canon in both mythology and Marvel!)

"The Web is made of Tantra and Chaos." Anansi explained. "I am trying to keep the balance so in order to do that; I would need you to counteract your cousin's love."

"Two goddesses cannot be married to a single mortal Anansi. You know the rules." Hela paused as she saw Anansi's smirk and couldn't help but smirk herself. "Well I'll be damned….literally…you actually found a way to bend that rule as well haven't you?"

"This is my champion, Spider-Man." Anansi began as an astral projection of the web head appeared. "Not too long ago he had died and split into two beings." Anansi continued as an image of Ero appeared. "He has an affinity for Tantra while she-despite her best intentions- has one for chaos."

"Wait a second…" Hela trailed off as she narrowed her eyes at both images. "This is not a simple split…he is both of them simultaneously isn't he?"

"Exactly. A fact that only Ero is aware of. Her days are numbered Hela, and eventually she will either die or become one again with Spider-Man; recreating my true champion."

"So if I am betrothed to this Ero…" Hela trailed off as she looked at Anansi with wider eyes. "They will become one again and both contracts will be valid?" Anansi grinned as she face palmed. "Only you would do something this foolish."

"Well one of the few mortal legends about me is being a foolish Spider." The Great Weaver pointed out with a sigh. "I was young and stupid and it has been remembered for centuries."

"Fine I accept." Hela said simply. Anansi handed the woman a similar golden web line to the one he gave Venus.

"Use that to view Ero's life. I have suddenly just felt an incredible shift in the Web so I need to be leaving right now." Anansi explained as he turned around.

"One more thing Anansi." Hela began making him glance back at her curiously. "I can see that you are playing the nice manipulator role, but I have to wonder…just when will you show your other side? The chaotic side of you that earned my respect?"

"Mephisto as interfered with my plans once already and I can feel that he is about to attempt to again." Anansi said as he closed his eyes.

"So what do you plan to do about it?" Hela questioned before pausing he snapped his eyes open reveling two blazing gold orbs as his fangs elongated.

"Destroy him."

BGM: Pioneers of the Apocalypse- Cliff Lin

-Team Arachnophobia's Apartment-

"I love Ero; I don't think this thing has ever worked better." Juri grinned as she tapped her left eye. "You sure we can't go out and bust some heads? I wanna try it out."

"Whatever is happening out there doesn't concern us. The Heroes can fix it-"Adriana froze suddenly as crimson energy erupted from her body before a Crimson Julia appeared with a frown.

"Listen to me…" Julia began with a tired sigh.

-New York Police Department-

Ero was sitting on Carlie's desk with her arms crossed as both blondes stared at the woman.

"Existence itself is being threatened…"

-Manhattan-

The_Spider_Girl: Holy shit! Madame Web just appeared in front of me as I was helping this dude get from under a building!

(LIAG Fun Fact: Spider Girl always keeps people updated on her blog.)

Anya gaped at the crimson woman as her smart phone was held limply in her hand.

"Spider-Man's mind has been swapped with Doc Ock's…"

-With Flash Thompson-

"The Avengers have been fooled to turn against us, so we need allies…"

Flash frowned as he sat on his wheel chair as an inky black substance began to crawl over his arm.

-Houston, Texas-

"Spider-Man-no-existence needs your help!"

"Well ain't this a bitch?" Kaine murmured as he sat on the back of a horse in his Scarlet Spider costume. He had just gotten through stopping a villain at a rodeo and now it looked like he was about to be sent off to another adventure.

-Earth 1610-

-The Triskelelion-

"If you want to help, please take my hand now. I am growing weak so is my power, I can't even send this message to everyone I intended."

Miles stepped forward only to be stopped by a hand on his shoulder.

"Kid…"

"Nick, we have already lost one Peter Parker. I fi can have the chance to save another one, I have to do it.

"He's not our Peter. For all you know, you might die. Are you really willing to die trying to save someone you barely know?" Nick questioned with a frown.

"Tier four: Everybody gets one." Spider-Woman spoke up nonchalantly as she grabbed one of the woman's hands as Miles followed suit.

"Hey are two seriously ditching me here?" Jimmy questioned incredulously.

"Take the portal, we can meet up later." Miles explained making the blonde pause for a second.

"Fine, but don't you two get yourselves killed until I get there."

-Earth 982 (MC2 Universe)-

"Thank you for accepting the call…"

"You really can't get out of trouble can you dad?" A brown haired young woman questioned a middle-aged man who was in a wheel chair. She had a Spider-Man mask in her right hand and was wearing a tight fitting Spider-Man costume.

"Mayday, don't be mean to your father." Mary Jane chided half-heartedly before placing a kiss on the younger woman's cheek. "Be safe honey."

"I will mom."

"Seriously Mayday, don't push yourself too hard. Your safety should be your top priority and I am sure the other me will agree if what your stories about him are true." Peter said seriously but with a smile. (LIAG Fun Fact: Mayday has teamed up with Spider-Man before.)

"Gotcha dad."

-Earth 616: Year 2099-

"...and may your actions bring us to a much brighter future."

"It better." A dark haired man muttered before putting on a blue and red Spider-Man mask that had no lenses or web patterns. The man dropped a bouquet of flowers on the ground before disappearing in a crimson flash with the woman. Moments passed before a group of soldiers wearing a crimson A on their shoulders approached the area.

"Target has disappeared. Report back to base." One the soldiers commanded.

"Damn, the CEO is not going to like this." Another soldier winced before looking down just above the fallen flowers. "Hey check this is out."

"In loving memory of Chun-Li II?" The leader snorted before gunning down the tombstone. "Resistance scum. Let's go." (LIAG Helpful Info: The death of Alpha may have changed the future but that doesn't mean it was for the better.)

-Present Time: Peter's Lab-

"Do you know what you've done!?" Cassandra asked angrily.

"Exactly what she was supposed to as a protector." Anansi said with a smirk as he appeared in the room. "All according to plan."

"What?" The eldest Madame Web questioned perplexed as she turned to Anansi.

"Do you truly have no idea why I have Madame Webs in the first place?" Anansi asked as he raised an eyebrow. "I give you all weaker versions of my own powers so that you can use them with more freedom than I can. She's carrying out my will, though she needs to rest as it seems that the hatchling exhausted herself." The Great Weaver explained as he gestured to the now unconscious Julia. "Take her back to the Web to recover, and get ready for battle just in case."

"…If that is your will." Cassandra said before placing a hand on the younger woman and disappearing.

-Web of Life-

Cassandra and Julia appeared on top what appeared to be a large Golden spider web that seemed to stretch on infinitely in the middle of complete darkness. There were three white marble chairs surrounding the center of the web. Cassandra set Julia in one of them before sitting in the chair opposite of her. As she sat down she rubbed the bridge of her nose.

"I can see all of the possible outcomes, and this situation can be salvaged…" Cassandra muttered to herself. "However, I am not in a single outcome….still I must do what needs to be done." The eldest Madame Web said before fading away. "I need my heir."

-Peter's Lab-

The heroes watched in shock as various people in Spider themed costumes entered the room in crimson flashes.

"Sure as hell not in Kansas anymore." Miguel muttered as he stared at the room of Spider-themed heroes.

"Oh God there's more of them." Logan muttered as he face-palmed.

"How the hell did I end up here?" Juri questioned in confusion as she turned to Adriana in confusion. "I'm not one of you spider-people."

"Well you do bare the mark of the Web." Phantom pointed out to the confused fighter making her direct her look of confusion towards him before looking down at her attire in trying to search for a mark. "On your back, dear."

"You fuckin' serious?" Juri complained before face-palming as she remembered that she did indeed have a spider on her back.

"…Aren't you from street fighter?" Both Miles and Mayday questioned skeptically before glancing at each other.

"…You want to be my side kick?" Mayday questioned as she tilted her head. "Spider-Girl and Spider-boy, we'll be the next dynamic duo."

"It's Spider-Man." Miles muttered as he hung his head while the Ultimate Jessica patted his back reassuringly.

"Hold the phone, there's another Spider-Girl? Why the hell didn't I get the memo?" Anya questioned as she turned to Mayday.

The_Spider_Girl: Nobody tells me anything D:

"Well I am from another Earth so don't worry I'm not out to take your job." Mayday said as she held out a hand which was accepted by Anya as they greeted each other.

"We'll let me welcome you here; you're just in time for one of the monthly Armageddons."

"Feels like home." Mayday said dryly.

"So you're what I'd be like if the rumors of being Peter's clone were actually true." Jessica said as she walked to her younger counterpart. The ultimate Spider-Woman crossed her arms as she looked her older self up and down.

"You know, you could really use a better costume. " The younger woman pointed out making her counterpart snort.

"And you could use a better body." Jessica retorted.

…

…

"You and I are going to get along just fine." The younger woman said as she shook hands with her older self who was wearing a smirk that was no doubt matched by the one she wore under her mask.

"So they contacted you two as well." Ero said as she approached her team mates before narrowing her eyes at Adriana. "Why did you come? You know you can't fight in your condition."

"Please as if something like that would hinder me. Did you forget who I am?" the Queen questioned imperiously making Ero rub the bridge of her nose in frustration.

"No, but you don't exactly have your former strength." Ero drawled making the Queen roll her eyes.

"And exactly whose fault is that?" Adriana muttered as she sent a pointed look at both her and Kaine.

"Technically I can only take half of the blame pertaining to my involvement." Ero said as she raised her hands defensively.

"And you had it coming." Kaine said simply as he gazed down at her. "Why the hell does nobody I kill stay dead?" (LIAG Fun Fact: Kaine killed the Queen with his stingers in Spider Island. He also killed Doc Ock once.)

"Why the hell are you on a horse?" Adriana countered as she looked at the clone that was in fact on a horse.

"It was the fastest way to get here." Kaine said dryly. "Why the fuck do you think? I was in the middle of something before I came here."

"And you didn't have sense enough to get off of the damn horse?" Adriana deadpanned.

"Don't you have something to do like kidnap my brother or something?" Kaine questioned bluntly making her glare at him before turning to Ero. "I'll buy you a drink if you can pull that stick out of her ass."

"Wait a minute." Juri interrupted before she turned to her team mates. "What condition? Queenie has been a wreck lately and I'm tired cleaning up blood." The fighter said dryly making Ero glare at Adriana whom crossed her arms defiantly.

"Let's just say when she eats, she eats for two." Ero muttered making the Queen roll her eyes.

"When the hell did she get pregnant?" Juri questioned with a frown. "Better yet, you mean to tell me this royal bitch is getting more action than me?"

"I'm carrying an egg that may or may not hatch soon." Adriana corrected causing a disturbed expression to wash over Juri's face.

"I knew you took being part bug seriously, but you did it with a Spider? Wait where the hell did you even find a Spider big enough-Oh hell no." Juri trailed off as she looked between Ero and Adriana as a cold smirk graced her lips. "Oh I am going to have fun with this one." Her team mates both pointedly ignored the chill that ran up their spines.

"You can't be serious." Kaine drawled skeptically.

"So we're tracking down a man with Spider-Man's body, intelligence, and powers without any of his morals. What if he isn't in uniform? We need to know who's behind the mask." Venom voice rang out ceasing all conversation as he stared down at his hero. Peter thought it over and figured that the man did have a point. Truthfully at this point he didn't care what it took because Octavius had to be stopped before he did too much damage.

"You're right. Funny I've kept this secret all of this time to protect those I care about and now I have to reveal it to protect myself." Peter muttered and inwardly Venom could see the iron of the situation. "My name, the name of the man underneath the mask, is Peter Parker." A silence then…

"Who?" Juri spoke up making Adriana shrug.

"Puny Parker? Bullshit." Venom said with shock feeling his voice making Peter look up at him in confusion. Venom's masked pulled back to reveal his shocked face.

"Flash!?" Peter said in disbelief. "What the hell happened to you!?" Peter questioned as he gestured towards the symbiote.

"Me?! What about you?! How the hell did you take pictures of yourself and fight at the same time?" Flash questioned as Kaine punched his fist into the palm of his hand.

"I knew your face was familiar." Kaine muttered gaining Flash's attention before pulling off his mask and revealing a face that was very similar to Peter's. "I'm Parker's clone; obviously he's not lying about his identity."

"And to answer your question it was with webbing and a timer." Peter answered making Flash shake his head in wonder before sitting down on the ground.

"I Think I need to reevaluate my life." Flash groaned a she placed his head in his hands.

"Oh this is awkward…" Ero muttered softly as she looked down at the man who she had dated for the sole purposed of shoving her eggs down his throat so he would bare her children at the cost of his life.

"You're just lucky he can't remember anything about that incident." Peter quipped making her shoulder's slump.

"Can we even trust Arachnophobia?" Spider-Woman questioned in confusion making Peter sigh.

"Don't really have a choice." Peter said with a shrug.

"I was going through a phase.'" Ero defended weakly, ignoring Jessica. Peter was going to respond when two flashes occurred. One was from the back of the room and another was from on top of one of his work tables where Mysterio's portal resided. He Watched as Miles, Ultimate Jessica, and Talon greeted the arrival of Jimmy before turning to the other flash to find…

"B-Ben?" And sure enough standing at the end of the room was the original Scarlet Spider in his signature questioned as tears threatened to fall from eyes of Octavius' body. He just got a thumbs up in return. Ben cleared his throat as the heroes of Earth-616 looked at him in shock while Juri, Adriana and the others looked on in confusion. "How are you alive!?"

"Well-er-I never died." Ben said bluntly. "Remember Pete, only fresh clones disintegrate. I got knocked out and imprisoned by Jackal so he could run more tests on me." Ultimate Jessica and Talon grimaced at the thought of disintegration.

"So how are you free?" Peter questioned in confusion.

"Well one of Jackal's newest projects recently broke free after he had been absent for so long. This experiment went on a rampage and shattered my holding cell freeing me in the process. I would have attempted to stop it but Julia appeared out of nowhere and gave me my costume and told me the current situation. I got here as soon as I finished dressing."

"Well, he's not lying." Talon muttered as she carefully watched the clone's body for any signs of deceit.

"Anyway, enough about me we're wasting time! What do we have to do now?" It was then that Phantom cleared his throat and gained their attention.

"I was wondering when someone would ask. Our resident AI has surveyed the area and I have come up with a series of missions for us all to undertake. Successful completion of them will result in the most favorable end of this struggle. When I say your name remove your masks so we can identify you in case you have to get out of costume."

"Wait how do you know our identities?" Mayday questioned in confusion making him chuckle.

"Dear sister, before I came here a trusted informant gave me everything that I needed to know for my journey." Phantom answered as he thought of his elder brother. "I'll start with you, Mayday Parker AKA Spider-Girl, your mission is to go on patrol for the imposter you are to confront him immediately if you find him with extreme prejudice. It doesn't need to be said but don't kill him."

"Wow, you weren't kidding." Mayday muttered as she pulled off her mask and Peter felt a pain in his chest as he stared at her. He remembered his last team up with the girl and knew he felt a connection with her. Though she inherited his brown hair rather than MJ's red, he could see the strong familial resemblance. He glanced to the side and could see that Ero was thinking the same thing.

"Ero Parker, Kaine Parker AKA Scarlet Spider, and Ben Reilly AKA Scarlet Spider you three are also on patrol." Phantom explained making them nod. Ero and Kaine weren't wearing their mask and when asked why he didn't take his off, Ben explained that it was pointless because he looked like Kaine.

"Alright little bro's we get to kick Peter's ass!" Ero cheered making Kaine grin.

"Um…who is she?" Ben questioned blankly.

"Our new sister, just go with it. I'll explain it later." Kaine advised getting a confused nod.

"Jessica Drew-"Phantom stopped when he saw both Spider-Women look up at him. Chuckling Phantom pointed at the older one who pulled off her mask. "That one. You're going to undergo intense training with Cassandra Webb immediately.

"Wait, What-*FLASH*" And just like that the older Spider-woman flashed away.

"Robyn, please tell me you managed to get a picture of her face just then."

["Of course Mr. Phantom."] The AI said happily.

"Miles Morales AKA Spider-Man, Jessica Drew AKA Spider-Woman, Flash Thompson AKA Agent Venom. You three are to go to Horizon Labs and prevent and of Peter's Spider-tech from falling in to Octavius' hands. The reason I'm sending you three is because Ock is sure to have back up or something retrieving it for him and if he goes himself you three can easily overpower him."

"Wait, what about me?" Jimmy questioned in confusion as he realized he was split from his two allies in this strange new world.

"Jimmy Hudson AKA Wolverine, James Howlett AKA Logan AKA Wolverine, Daken, Laura Kinney AKA Talon, and Adriana AKA The Queen. You all are going to go retrieve Jackal's experiment." Phantom revealed confusing them.

"Why so many of us?" Talon questioned in confusion.

"The Experiment is a colossal Spider the size of an above average house that gets more violent the angrier it gets." Phantom said gravely. "It's also bound to get the attention of others eventually. You need to bring it back to us before it takes any lives or gets killed."

"Retrieving a Spider-Hulk. That's fun." Jubilee said with an obvious grimace while The Queen's eyes gleamed with anticipation.

"Anya Corazon Aka Spider-Girl, You are going to go retrieve the Goblin key, and object that opens up Osborn's vault, from one of our allies. Robyn will brief you on their identity when it's time." Phantom explained before turning to Miguel. "Miguel AKA Spider-Man from the year 2099, you are to infiltrate the enemy's lines and gather information on them."

"Got it." Miguel said as he pulled off his mask, while the other Spider-Hero's minus venom looked at his costume in envy.

"If your name wasn't called you are to stay here and protect Peter, Carol, and Jean." Phantom said before pulling off his mask revealing a man that looked as if he were in his thirties with ice blue eyes and a large scar that went from the top left of his face to the bottom right, obviously caused by some sort of blade. "Benjamin Walter Parker, AKA Phantom Spider. I will be on my own mission to deal with SHIELD." Phantom said before smirking and making devil horns with his right hand. "Now let's go make a difference." The other spiders smirked as they mimicked his actions before leaving the lab.

-With Jessica and Cassandra-

Spider-Woman Looked around in confusion as she found herself surrounded by destroyed buildings.

"It's time to get started." A voice spoke up and she turned around to see a woman that appeared to be around her age with long black hair wearing a crimson silk gown that had a white Spider emblem on it and a crimson silk blindfold. Her red painted lips grew into a smirk when she noticed Jessica's surprise. (LIAG Helpful Info: Cassandra has been hinted to be able to manipulate her age when she became elderly after regaining her youth.)

"What's going on, what's this training I'm supposed to be having?"

"Simple. You are going to be my replacement; my powers have been waning over the years and it's time for me to move on." Cassandra explained before chuckling to herself. "I'm such a hypocrite, in hindsight this is probably more reckless than what Julia has done."

"What are you talking about?" Jessica asked cautiously making the woman sigh.

"I'm going to make you into a Madame Web." Cassandra clarified. "You becoming one was already pre-determined by Anansi. He wanted a council of three seers of the web to support its center. However if we have three inexperienced seers the center is sure to collapse."

"Wait what about Julia?" Spider-Woman interrupted in confusion.

"She's still green. There are still aspects of the web that she is still unable to comprehend." Cassandra explained solemnly. "The original plan was to wait a few years until she gained enough experience to guide you and the other seer once I perished, however the Web is demanding an immediate change now. It needs to get stronger as soon as possible to fend off the destruction of its center. So I will give you everything I know, everything I am, so that you may guide the other two."

"Why did you take me to this abandoned part of the city?"

"So no one can hear you scream." Cassandra answered truthfully. "This will not be pleasant; I am going to literally force everything into your mind. The close proximity to the other Spiders will condition your mind against extreme changes of fate in the lives of Web's children. Julia went comatose due to just Spider-Man's life changing." Madame Web then released a long sigh. "I chose you for a reason; I have watched you long before you gained your powers, not unlike what Anansi had done with Spider-Man. I'll give you the chance right now to walk away. This will be hell and you might even attempt suicide to rid yourself of the pain."

"You sure don't sugar coat things, do you?" Jessica muttered as she bit her lip. "The way you make it sound…I could die from this can't I?"

"You were never supposed to ascend this way, like I saw this quite a bit ahead of schedule."

"Can I do it? Would Spider-Man even risk his life for a chance to save mine? "Jessica wondered as she shut her eyes angrily. "Of course he would. The question should have never even come to my mind, it must be the fear." Cassandra's stern expression suddenly turned into a smile as Jessica opened her eyes.

"I know your answer already but humor me." Madame Web said making Jessica roll her eyes in annoyance.

"I accept, I owe him this much." Jessica said sincerely making her nod. "By the way, not that it's a bad look or anything but why are you younger?"

"Because…" Cassandra began as she turned into a being made of crimson energy. "I'm sending everything I am, my youth-everything to forge a stronger bond between you and the web, one stronger than even mine was. Prepare yourself." Cassandra warned as Jessica steeled herself. The crimson woman blasted forward, ripping free from the now old for of Cassandra and blasting into Jessica's body sending her crashing back. Jessica thought she was prepared…

…she was wrong.

Jessica grabbed her neck as she screamed in agony while her eyes turned into scarlet flame. Countless images flashed though her mind reducing the young woman to tears as she saw the lives of Spider-Man, the individuals he touched, and the individuals they touched so on and so forth play out in seemingly countless different scenarios with virtually every decision they have ever made or were going to make.

"AHHHHHHHHHHHHHHHHHHHHHH!"

-FF Building-

"Johnny? What's going on out there?" Megan questioned with worry lacing her voice. "I've tried to get in touch with Laura but she hasn't been picking up." Johnny looked at his girlfriend tiredly as they sat on the couch with Ben and Sue and wrapped an arm around her as the kids continued to go about their business ignorant to the catastrophe that was just outside their door.

"Octavius is what's going on." Johnny answered angrily making her look at him in confusion.

"The guy that tried to roast the planet?"

"That's him. According to the Avengers he managed to manipulate your cousin and some more of their own members to believing that he was Spider-Man and that they had switched bodies." Johnny answered making the younger woman frown to herself. "What?"

"Sorry it's just hard to imagine my cousin of all people being tricked like that. Since we started getting to know each other again I've learned that she has deep issues with being manipulated. She'd have to be either one hundred percent positive something was wrong or brain washed." Megan said with a sigh.

"Am I the only one that feels that something is off?" Sue questioned as she leaned back into the couch.

"What do you mean sis?" Johnny questioned in confusion.

"It's just that ever since he came here last night and locked himself in the lab with Reed, something just felt…off about him." Sue muttered.

"Oh Sue, not you too." Ben said in exasperation. "If we can't have the Web-head's back. Who will? Some of the man's closest friends are trying to take him out. Of course he won't act the same goofy way, not at a time like this."

"You're wrong Ben." Both Sue and Johnny answered simultaneously, surprising her brother. He raised an eyebrow at her and she looked away to hide her reddening cheeks.

"…Anyway." Johnny continued giving his sister a knowing look. "Spidey would stare down the embodiment of death and the first thing out his mouth would be a crack at its mother. So while I think we have to be there for Spidey, keeping a closer eye would never hurt."

"We could lose his trust." Ben pointed out making the Storm siblings roll their eyes.

"Better than him." Sue muttered getting a nod from her little brother. Ben was about to respond when they her light stomping and glanced back to see one extremely pissed off Valeria and a concerned Franklin who tried to comfort his younger sister as he followed behind her. This, of course, immediately got Sue's attention as her daughter wasn't normally prone to having temper tantrums.

"Valeria, Franklin. What's wrong?" Sue questioned gaining their attention.

"I don't know mom. We were working on some Web shooters but we missed a step assembling them, so Valeria went to the lab to ask Spider-Man what was wrong. She came back like this." Franklin said with a tone that practically begged Sue to find out what was wrong with his sister. Valeria rubbed the bridge of her nose and released a sigh. In hindsight it was quite funny seeing a little girl look like she was about to talk to a room full of misbehaved children.

"My problem is that I am surrounded by idiots!" Valeria said angrily and something in her tone told them that she was talking about them as well. "If I say something though, it's not like anyone will believe me since I am just a 'child'." Sue was about to reprimand her for her attitude but stopped when she remembered what Spider-Man had told her.

["You just have to pay special attention to her because sometimes you just might need to speak to her as an adult to communicate properly."]

"Valeria, tell me what has you so upset I promise I'll listen to you." Sue said seriously getting her daughter's attention. Something in her voice told the younger girl that she was serious and that for once they might actually be able to have a real conversation.

"The problem is that everyone is letting an imposter walk around this building. That's not Spider-Man." Valeria said so surely that it was almost as if she had read that out of one her books. The adults in the room took a second to blink in shock before Sue spoke up.

"Oh? What makes you think that? That is a very serious accusation. What makes you so sure?" Sue questioned curiously.

"His posture is off, he walks wrong, mutters to himself incessantly; and that's just from the first few minutes that I saw him. The real proof was when he told me in some not-so-kind words to leave him alone when I asked for help with those infernal web-shooters!"

"What did he say sis?" Franklin questioned in confusion. After all Spider-Man had been nothing but nice to them since they met the hero.

"Oh just that he had no time to deal with petulant children and that kids should leave the advanced technology to capable adults." Valeria said testily. "Too advanced?" Valera repeated with a scoff. "Of all the unmitigated gall-"

"Calm down, maybe he was just too busy with whatever he was working on in the lab to help you out?" Ben said calmly. That was apparently the wrong thing to say as now even Franklin was frowning as something seemed to snap in the little girl.

"Damn it Uncle Ben, he is not my father!" Valeria shouted making Ben recoil in shock.

"Language." Sue warned though they could tell that her heart wasn't in it. "Franklin, go help your sister cool off." Sue raised a hand when her daughter looked at her in disbelief. "Don't get me wrong, I will do something about what you said but you still need to relax too much stress isn't good for you. Thank you for bringing this to my attention." Valeria looked at her for a second, but eventually let a small smile grace her lips when she noticed that her mom actually took what she said seriously.

"Well that changes everything." Johnny muttered as the kids left the room.

"How do you figure?" Ben questioned with wide eyes.

"Think about it. Spidey adores those kids and Valeria is smarter than all of us. If she says something is wrong it probably is." Johnny said seriously.

"I'm telling you the guy is just stressed. He's busy in the lab so he's just a little stressed to help the kid out." Ben said making Sue snort.

"Like my daughter said, Spider-Man is not Reed." Sue said as she stood up. "Let's look at this situation for what it is. We have an extremely out of character Spider-Man in our building with all of the children during a time where his loyalty is compromised."

"If Spidey's stories about Doc Ock are true, then the man does not have enough experience around people to manipulate that many of Spidey's allies." Johnny added. "Let's also add the fact all of the people that are with Ock right now are both those that are the closest to Spider-Man and the ones that would notice if there really was a mind switch first."

"But what about Black Widow? She's the guy's wife and she's with the Avengers." The Thing pointed out. Johnny was going to respond but a subtle shake of Sue's head stopped him. Black Widow would be the most effective in enemy lines and they sure as hell wouldn't be the ones that blew the assassins' cover.

-Avenger's Mansion-

["Where is the Key dear?"] Phantoms spoke up from Natasha's earpiece. He had slipped it to her during the confusion of the previous night's battle.

"I assume you are speaking of the Goblin Key correct?" Natasha said quietly as she stood in a vacant hallway.

["Yes."]

"When Hawkeye brought it up, it was revealed that Spider-Man did have it on him. Despite my best attempts, Hawkeye was given the key to protect. Of course Spider-Man didn't like this but I persuaded the others that since you all knew he had it that it would be best to give it to someone else."

["Do they know the location of the vault?"]

"Fortunately, no. They believe that the Oscorp building is too obvious, and I don't feel inclined to correct them. What I don't understand is that if Octavius' knows its location why didn't he say anything?"

["He has to make an active attempt to draw from my father's memories. It's safe to say that since he has to worry about keeping his image that he doesn't have time to waste sorting through them. I assume you are about to retrieve the key?"]

"Correct, but that may be the last thing I can help you with. They will no doubt figure out where my loyalties lie after that, and I'd rather they waste time interrogating me than actively searching for me in your territory."

["Understandable. What about the Empress? It's my understanding that Talon had contacted her when she first had suspicions?"] Phantom questioned curiously getting a sigh from the woman.

"Now that I confirmed them, she was not too happy. She's on her way to the city now to handle the situation personally." Natasha explained before gritting her teeth. "She wouldn't even have to be here, but for some reason Steve thinks that since he is the leader of the Avengers he can undermine my authority when it comes to Spider-Man, despite him being an Emoran citizen."

["You mean to tell me that Captain AMERICA isn't staying out of another country's problems? I never saw that coming."] The sarcasm in Phantom's voice was almost palpable making the stoic assassin smirk to herself. She frowned as she saw a stoic Hawkeye leaving one of the rooms.

"Target is in sight, I'll talk to you later." Natasha said quietly before walking up behind Hawkeye. "Clint, how are you?" The red head asked in concern gaining his attention.

"Oh, hey Nat." The archer said with a sigh. "I'm fine." Hawkeye tried to reassure her only to get a disbelief stare in return as the Russian quirked an eyebrow. "It's just this situation with Jessica. Part of me knew it wasn't going to last but I didn't expect it to end like this. I mean why can't she see that we're the good guys here?"

"Octavius found her weak points and played on them." Natasha explained simply. "To be honest this entire situation will no doubt lead to nothing but trouble for Emora. Spider-Man doesn't think he can't trust anybody, and because of that-well let's just say you are not the only one with a failing relationship." Natasha explained with a sigh of her own making the archer chuckle.

"Remember when life was simple? Just find a target, eliminate them, and move on with our lives."

"Those were the days." Natasha agreed with a weak smile. "You always did have my back didn't you?"

"Of course." Hawkeye smiled before frowning. "Are you okay Nat? You look stressed."

"I am." Natasha admitted as she took a step towards the archer. "Octavius, this political marriage-everything is just building up." The assassin continued as she placed a hand on his shoulder. "I just need to find a way to relieve this stress." Hawkeye widened his eyes slightly as he had a feeling of where this conversation was headed.

"Natasha, I can't-"

"Why not?" The woman questioned curiously. "You've had your eyes on me since you were performing in the circus. I figured I'd let you mature a bit first before you found yourself in something you'd regret."

"What about Spider-Man and Silver?" Clint asked quietly as he felt his resolve weakening a little.

"What about them?" Natasha said as she raised an elegant eyebrow. "The marriage is for show, and that's it. Think about it, do you think I don't know how much Spider-Man gets around lately? I'm not looking for love Clint; I just want a moment to forget about everything that is happening around us for a bit. That definitely seems like something you would want right now as well."

"But-"Hawkeye was interrupted as Natasha closed the distance between their lips. Momentarily stunned, Hawkeye quickly embraced her tightly and closed his eyes as she grabbed a handful of his blonde hair. His hands found themselves on her rear as he stumbled back into a wall as they continued to kiss hungrily. Hawkeye was about to separate so he could breathe when he felt something on his neck.

*BZZZZT*

"Gah!" The man screamed as he found himself electrocuted. Natasha didn't as much as flinch at the brief look of betrayal that he sent her before he succumbed to unconsciousness. The woman wore blank expression as she ripped open his shirt and grabbed the golden key that was hanging around his neck. Snatching it off, she turned to a wall and held the Key up. A moment passed before the key was lifted from her hand as a frowning Silver appeared before her.

"Should I be concerned that I want to kick him?" Silver muttered making the red-head roll her eyes.

"Not now Silver." Natasha chided half-heartedly as the woman pocketed the key. "How long until Mary Jane arrives in New York?"

"Probably around another half-hour. Natasha I-I have never thought it was capable to be as angry as she is. It really is not healthy." This made Natasha's frown deepen. Silver, like her had seen a lot of bloodshed and the dark side of life. For the young Empress to actually possess enough anger to startle Silver was truly a feat. "I can't even tell who she is anymore." Silver continued with a frown.

"Well then, Octavius should not cross her path then." Natasha said simply her face not betraying the concern she truly felt. Little by little both Mary Jane and Sonja had been gaining each other's personality trait to a point that the other three regents feared that eventually they were going to lose one of them completely. "Time for you to leave, hurry and one of Spider-Man's allies will take the key from you and open the weapon cache." Silver nodded and faded away from view, but the red-head soon felt a hand on her shoulder.

"Are you going to be okay?" Silver's bodiless voice questioned in concern.

"I've probably just permanently destroyed any real trust between Clint and me, but I'm okay."

"Do you regret it?"

"Not at all." Natasha said without hesitation. There was a moment of silence and the assassin figured that Silver had left. The Russian sat down next to the downed Hawkeye and waited for someone to find them. Part of her was pissed that it took over ten minutes for someone to notice Hawkeye was downed in the hallway.

-15 minutes later with Silver-

As Silver ran through the city, she gave a slight curse as she glanced back and saw Iron Man flying at her in the distance. It appeared as though he was wearing a new suit as well by the looks of it. Instead of the normal red and gold theme with blue repulsors, it was black and gold with red repulsors and secondary repulsors that are located on each side of the main arc reactor, on the shoulders, on each hip, on each wrist, and on top of each hand.

"[Of course they would send Iron Man; he would have no problem seeing through my cloak.]" Silver thought in frustration before frowning as a shadow passed over her. Looking up her eyes widened when she saw Spider-Girl swinging above her. "Spider-Girl!" Silver shouted as she removed her cloak and gaining her attention.

"There you are! Do you know how hard it was to find you? Even if Robyn can tell me where you are it's not like I can see you." The teen muttered as she landed in front of the ex-mercenary with in a crouch. "Give me the key, quick!" Silver tossed her the golden key and in return Spider-Girl tossed her a small earpiece. "Robyn will direct you to a safe place; I'll deal with tin man." Spider-Girl said before she ran off.

-Meanwhile Just outside the City-

Mary Jane was sitting in her private jet with her head resting on her fist. If looks could kill her crimson eyed glare probably would have destroyed even Mephisto. It was like a penance stare, minus the death.

"Sonja, why the hell am I so angry? What happened to Peter is horrible, I know, but this is not healthy." MJ questioned as she gritted her teeth.

["If I had to guess, Scathach is preparing you for battle. She's giving you enough anger to fight your foe effectively."]

"Why is she giving me the anger and not you, aren't you her champion?" Sonja's silence, ironically, did nothing but piss her off even more.

It was a bad day to be her enemy.

-Back with Spider-Girl-

The_Spider_Girl: I'm totally terrified. I mean right now I'm hiding on top of a building from Iron Man…I can't fight him he's a real Hero! Completely out of my league. What the hell am I doing!?

Anya grimaced as she glanced over the edge and saw Iron Man flying towards her. Spider-Girl steeled herself and ran off the edge of the building.

"Oh Spider-Man owes me big for this…" Anya muttered before landing a drop kick on Iron-Man's head. "Catch me if you can tin-head!"

["Will you just surrender kid!?"] Iron Man shouted sounding very reluctant to fight a teenaged girl.

"Only if you do it first!" Spider-Girl quipped as she spun around in mid-air and web-zipped to the armored Avenger.

["This isn't a game; people's lives are at stake!"] Iron Man shouted as he blocked a punch aimed at his head and fired a low power repulsor blast at the girl.

"Oof!" Anya winced as she flew back. She quickly righted herself as she fell and began to web swing around the Avenger only to find herself having to dodge blasts from the secondary repulsors "T-this is impossible!" Spider-Girl thought in frustration as she continued to fail to land a hit. Iron Man eventually blasted forward delivered a punch that sent her flying back and crashing into the rubble of one of the nearly destroyed buildings as a few civilians looked at the battling heroes with varying degrees of shock.

Anya winced as she struggled to sit up only to flinch as her body locked up in pain. Looking down, she saw why. There was a long rusty nail that pierced her side. She grimaced as she saw blood begin to pool underneath her.

["Give up kid, you need medical treatment ASAP! Give me the key and I can have someone look after you."] Spider-Girl trembled slightly as it sunk in just how outclassed she was. She was facing a key member of the Avengers and one of the leaders in the Civil War. The rational part of her was sorely tempted to accept his offer.

That is until she glanced behind him and saw not only the worried faces of the civilians but a heavily damaged poster of Spider-Man that seemed to gaze down on her.

The_Spider_Girl: So just as I was about to surrender I remembered the most important lesson I had ever received. With great power…comes great responsibility. I know it sounds cheesy but when I thought about you all I realized that I couldn't give up! Spider-Man was only barely stronger than me when he took down freaking Fire Lord. So why was I getting scared over this Jackass!?"

(LIAG Helpful Info: Firelord is a herald of Galactus that wields the Power Cosmic, using it in the form of "cosmic flames" and has essentially been given the power of a living star. He has strength sufficient to lift 50 tons, and superhuman reflexes and durability, traits common to all heralds. He is immune to the rigors of space and can travel faster than the speed of light. He wields a cosmic staff that can be used to focus his energies. Firelord can create extreme temperatures.

Spider-Man beat him one on one with his bare hands in a desperate attempt to stop him from endangering more lives. It's both canon and considered one of the biggest moments of PIS (Plot induced stupidity) in Marvel history. Still as Squirrel Girl's trusty side-kick would say: Suck it, canon is canon.)

BGM: Hero- Nickelback

"Gnh!" With a painful grunt, Spider-Girl forced herself up as the nail tore from her body and punched a surprised Iron Man in the face with all of her strength, knocking him back away from her. Spider-Girl webbed up her wounds as Iron Man took aim. "If you want think I'm going to surrender while these people are in danger, think again!" Spider-Girl shouted angrily as she gestured to the stunned civilians. "I'll die before I let them down! You think I don't know this isn't a game!?" Spider-Girl questioned through gritted teeth as she charged iron Man, dodging his blasts as she did so and delivered another haymaker. "Do you know how much I've gone through for these people!? How many times I almost died while you were off partying and pretending to be a hero!?" Anya questioned as she flipped forward and landed a heel drop onto the hero.

["Pretending?"] Iron Man questioned incredulously as he tried to hit the girl, but due to how slow his attacks were compared to hers he failed to make any real contact.

"When you're a hero, every life you fail to save is on you if you could have stopped it. Newsflash, you can never make up for the deaths you've caused!" Spider-Girl roared as she flipped over and delivered a round house kick into the back of his head. "If anyone is pretending to be a hero, it's you! Get over yourself and leave the costumes to the real heroes!" Her words hit him harder than any of her blows. Spider-Girl ran forward and hit him with an uppercut that lifted the man off of the ground. Iron Man quickly flew up only for Anya to web-zip up after him, once again taking the fight to the air. Iron-Man shot another low power repulsor blast at the teen that hit her in the face.

*Rip!*

Anya quickly tore of the tattered remains of her mask as she flipped back in the air and swung after him like a woman possessed. Anya flipped forward and planted both of her feet into Iron-Man's chest and kicked him forward. At this point the two battling heroes were in between two buildings. Her body felt cold from her loss of blood as the webbing that closed her wound was soaked red. Her eyes felt heavy as she glared up at the hero.

She couldn't give up.

Too much was at stake for her to fall now.

It was then that she felt a primal rage boil inside her. Her eyes bled red as she gritted her teeth. She could taste the venom dripping from the fangs she had begun to grow. She didn't have time to ponder this change though because she had a job to do.

"Maximum…Spider!" Spider-Girl shouted as she began to web-zip at him from all angles cocooning him in web, she finished with a kick that was powerful enough to pry off Iron-Man's face plate. Anya used her newfound strength, driven mostly by instinct, and ripped apart his helmet were she then buried her teeth into his neck making him scream in pain.

Removing her mouth she jumped up above a building where she landed on the side of a large American flag. She gazed down at the webbed hero as she hung on flag while blood spilt from her lips. She panted tiredly as her hairband snapped causing her long brown hair to fall down as her eyes regained their normal brown color. "What the hell was that surge of strength…whatever I can't deal with that now-"

*BOOOOOOOOOM!*

Iron Man freed himself from the cocoon with a powerful crimson Uni-Beam the beam continued and slammed into a building at the end of the street. Tony glared up at her as his helmet reformed. Spider-Girl returned his stare but froze as she heard people begin screaming. Looking down at the end of the street she paled saw a building begin to collapse and fall forward as people tried in vain to run for their lives. A second didn't even pass before she was darting off down the street. Iron Man made to follow so he could help but froze up when her venom finally made itself known and paralyzed him, sending him crashing down into the streets below.

Anya widened her eyes in horror as she saw non-other than the mayor himself and what looked like his father and his father's wife amongst the people about to be crushed. Desperation gripped her heart as she ran faster than she had ever before leaving nothing but after-images in her wake.

"I can't stop!" Anya thought desperately as every sound was drowned out by her heartbeat.

Jameson closed his eyes as he prepared for the inevitable as the building grew closer and closer. He hugged his father and mother-in-law tightly. A moment passed, but the pain never came. Opening his eyes he gasped as he saw a young girl who wore the emblem of the man he hated more than any other gritting her teeth to the point that they began to tremble.

"Don't stare at me! Move!" Spider-Girl demanded as the citizens frantically scrambled to their feet and tried to run from under the building as her costume began to rip as her muscles tensed. As the mayor ran, he couldn't help but glance back and be reminded of Spider-Man once he saw the determination on her face that probably would have been visible even if she had her mask. (LIAG Fun Fact: Spider-Man once supported the building of the Daily Bugle to prevent it from crushing others.)

(LIAG Complaint stopper: Haha I got a new one! Listen because this same misunderstanding happened among fans when Spidey did this in canon. She is NOT lifting the building. She didn't randomly gain OMGWTF strength. She is SUPPORTING it. There is a difference.)

BGM: END

Anya smiled to herself as everyone managed to get away. She glanced up at the window that was just above her head and chuckled when she saw her worn out appearance.

*THOOOOOOOM*

The Citizens watched on in horror as the building finally collapsed on their hero. Many began to cry as they thought of the sacrifice made by a girl so young as SHIELD agents swarmed the scene. There was a stunned silence until they heard a faint crashing sound. On top of the fallen building, Anya broke through one of the widows and tiredly climbed out of the wreckage. She placed a hand on her chest to verify that the key was infact still there. She stood up weakly as the citizens began cheering for her as she panted heavily.

The_Spider_Girl: I managed to save everyone from a falling building, and by the looks of it beat Iron Man! But now I might be gunned down by SHIELD agents…fuck the police. I wonder if Spider-Man would be proud of me? Once again, let me repeat, he is NOT my father but I still look up to the guy y'know?

"Stand down-*Crack*" One of the agents began as he raised his gun only to be hit upside the head by a rock from a nearby teenager.

"Hey what the fuck is your problem man!? She's a hero!" The teen shouted as many of the other citizens shouted their approval and began to throw random pieces of debris at the agents. Anya stood their stunned for a moment before what appeared to be a construction worker looked up at her.

"Get out of here kid! Let us handle this one!" The man said with a wink. Grateful tears fell form the teen's eyes as she nodded her head and ran off.

The_Spider_Girl: Say what you want, but I love New York.

-20 minutes later: Spider Faction: Oscorp Building-

BGM: Euterpe (English version. By Amalee on Youtube) - Guilty crown OST

A battle scarred Spider-Girl used the key to override the manual lock as Robyn hacked the secondary password. Large doors trembled as Spider-Girl leaned on the wall.

"I….I did it…" Spider-Girl thought tiredly as she slowly slid down the wall leaving a trail of blood behind her as she fell down. She gave a grim smile as blood spilled from her lips. "I lost way too much blood."

["Ms. Spider-Girl, you did it! The doors are opening as we speak."]

"T-that's good." Spider-Girl managed to get out as her shoulders slumped.

["Ms. Spider-Girl? Get up!"]

"I can't Robyn….I-I think I reached my limit." Spider-Girl said as she pulled off her mask tiredly. "Hey tell someone to come pick up these weapons for me would ya?"

"That will not be necessary I shall take care of those for you." Spider-Girl blinked and looked up to see Anansi standing in front of her with a smile. "Just give them up to me as an offering and I can either give them to the right people or-because they play an important role later- destroy them in return for saving your life. The choice is yours."

"Okay. Hey make sure these get into the right hands. It'd suck if I died for nothing." Spider-Girl answered without a moment's hesitation.

"Are you positive? You do not fear death?" Anansi questioned curiously. He knew she'd rather die than risk Octavius winning, but the speed at which she answered surprised even him. Maybe he didn't know his followers as well as he thought.

"Fuckin' terrified." Anya answered with a grin as her vision blurred slightly while blood began to pool underneath her. "But Ock can't win…he just can't. Robyn, listen to me. Do not tell Spidey about this."

["But-"]

"H-he needs to focus on the problem at h-hand, he can w-worry about me later." Anya said seriously as she rested her head against the wall and closed her eyes as tears slid down her cheeks. "H-hey Anansi…can you-"

"Of course hatchling." Anansi interrupted as he sat down next to the young girl and wrapped a comforting arm around her. Anya smiled and rested her head on his shoulder.

"R-Robyn…u-update m-my blog for me…" Anya trailed of tiredly.

[The_Spider_Girl: Thank you for your support on my crazy adventure…goodbye.]

BGM: END

-Across Town-

Talon, Jubilee, Wolverine, Daken, Jimmy and the Queen had their own problems as they found themselves face to face with Cyclops and his brotherhood of mutants as a giant Spider rampaged the ruined city. Cyclops team consisted of Magik, Emma, Magneto, a younger Warren (Angel). His visor was replaced by a crimson X. (LIAG Helpful Info: A Spider created by the Jackal did attack the city in canon.)

"Why are you here?" Talon questioned with narrowed eyes, though it came out as a growl as Jubilee clenched the hilt of her Katana tightly. Adriana had more to be concerned about then the petty disputes of Homo "Superior" and gazed intently at the-in her opinion- beautiful Spider.

"That's a mutant, and we're here to take it to a place where it can reach its full potential." Cyclops answered tersely. He couldn't believe it but he actually found a mutant he disliked more than Logan.

Speaking of Logan…

"Hey Scooter, did you get that thing I sent ya'?" The oldest feral questioned with a grin that was soon matched by Talon while the other mutants-minus Cyclops- looked between them in confusion.

"You…bastard-"

"Hey it was those two, not me." Wolverine deflected as he gestured to Jubilee and Talon. Jubilee quickly figured out what was going on and turned to her pseudo father with wide eyes.

"You mean there was an actual tape!" Jubilee shouted before turning to Talon. "And you let him send it to Cyclops of all people!?"

"You have to admit, it is humorous." Talon said dryly as Cyclops continued to tremble in unrepressed anger.

"Where. Is. She?"" Cyclops bit out as Talon looked at him condescendingly.

"Nice and safe, you can count on that. Especially if she's with me. The poor girl is worn out on my bed as we speak." Of course Jean was unconscious due to her fight, but Cyclops didn't need to know that. An angry fighter is a sloppy one.

"Enough with your petty squabbles." The Queen drawled before leveling a stare at Emma. "Since you are clearly the only competent one on your team let's settle this peacefully, White Queen." Adriana began getting a frown from the blonde, but she nodded her consent as Cyclops seethed at being ignored.

"Go on." Emma said as she crossed her arms. Like Scott she had a costume change as well and was surprisingly wearing black instead of white.

"To put it simply, that is no mutant." The Queen said, confusing the hell out of the others. "Do not get me wrong, it does contain mutant DNA but the change is actually caused by Spider DNA. This is obviously the work of The Jackal." Adriana revealed boredly. "I could care less what you Homo-Superiors do with your own kind or with those damn monkeys, but leave Homo-Arachnida out of it. To put it simply, she is my responsibility."

"Fine." Emma said with a shrug.

"Emma!"

"Oh please Scott, do you really want to fight over a girl that isn't even a mutant? This city is swarming with Avengers and SHIELD and I would rather not waste my time here." Emma explained with a roll of her eyes.

"She still has mutant DNA!" Cyclops countered making Emma glare at him.

"We're not only outnumbered but they have the woman who nearly took over New York by herself." Emma interrupted as she gestured towards an amused Queen.

"We won't be out numbered for long." Cyclops denied as he pulled out a vial filled with a clear liquid. Emma looked at the liquid in disbelief and glared at her former lover.

"Don't you dare even think of it Scott." Emma muttered as he took the top off of it and threw it at Adriana, causing it to splash on the Queen's face. Cyclops looked at Talon expectantly while the Queen stood still as the liquid dripped from her hair.

"Now…now…we have a problem." Adriana muttered with a slight eye twitch as Talon glared at Cyclops for what he tried to do.

"I have changed Scooter. Mind, body, and soul. You think that damn trigger scent still affects me?" Talon muttered as her talons slid out along with the other ferals as Jubilee drew her blade. Jimmy steeled himself as he stared at Magneto. He may not have been the same one that brutally murdered his father with a wave of his hand, but it didn't matter.

"Jimmy…" Talon muttered getting his attention. "Remember Tier eleven."

["The element of surprise is your absolute greatest weapon. Sometimes you only get one shot, so keep your prey in your eyes and don't waste it!"]

"Gotcha." Jimmy muttered as his claws shined in the sunlight, while Magneto looked at him amused.

"Pay attention Logan, Jimmy is about to make all of us proud." Talon said lowly so that only they could hear her.

"So there's another one?" The master of magnetism drawled. He too had a costume change as his outfit was now primarily white and black.

"What of it?" Jimmy growled.

"Not surprising. Considering that Logan would breed with any woman that had legs." Magneto said as he ignored Jimmy. Jimmy twitched as he heard the indirect insult towards his mother. "You may have weakened me Laura, but I still have more than enough power to deal with you all." By the look on Cyclops' face, Laura could see that he was banking on Magneto defeating them. Magik didn't even bother to draw her sword.

"Like hell!" Jimmy said suddenly as he dashed forward savagely as Magneto looked bored and raised his hand toward the feral.

"Be gone." Magneto said boredly as Jimmy got within ten feet of him. Jimmy grinned as the metal coating his claws suddenly vanished, surprising the hell out of Magneto who's stumbled back slightly in shock. Jimmy used his shock to his advantage and delivered a devastating punch to Magneto's face.

*SCHTIK!*

"Hmph. Undone by his own arrogance. At least Charles will have a chess partner again." Talon drawled as Cyclops looked on in shock as Magneto fell down in a slump as Jimmy stood over the body with blood dripping from his claws.

"That was for my old man, bitch." Jimmy said with a smirk. He idly thought he had heard someone say 'That's my boy!' but shrugged it off as the wind. "I'll to see those to web-heads top this feat."

"Wow…all the times we fought with that guy…and that's how he ends. Really?" Jubilee deadpanned. "I feel cheated." It didn't take long before the two sides began to battle, although Emma did so reluctantly. While this went on Adriana approached the Spider.

"Do not be afraid."Adriana sent out to the rampaging spider making it cease its destruction in turn to face her. "I am your Queen…your protector and I will not harm you. I can give you a home…anything you could ever want. My only request is that you obey my every command. Do so and you shall never want again." The colossal spider leaned forward and flared its mandibles as the Queen petted its furry head with a smile. "Beautiful." The Queen seemed to have a calming effect on the Spider as it suddenly began to shrink in size. It was long before a nude blonde woman was standing before her blinking curiously with bright blue eyes. She made soft clicking noises proving to Adriana that she couldn't communicate at all. "Phantom!"

(LIAG Helpful info: Yes the Spider was a nude Blonde woman in canon as well.)

"Yes your highness." Phantom drawled as he appeared next to her.

"Why do you insist on hiding when you know I can find you?"

"Ah, but no one else can." Phantom said simply as he took off his cape and handed to the woman, who simply blinked and sniffed it. "Like this dear." Phantom wrapped it around the woman to cover her privates.

"Well I finished my 'mission' now what do we do?" The Queen questioned as the three began to walk off leaving the Homo-Superior to settle their problems.

"Well they need to continue fighting so Talon can reach her true power, so I say we make our leave so I can now start my mission." Phantom answered with a shrug.

"And what does that entail?"

"Taking down that damn helicarrior." Phantom said making Adriana blink at him owlishly as she held the womans hand to lead her through the city.

"How are we going to do that?"

"Simple. We're going to turn ourselves in." Phantom said with a grin.

-With the mutants-

Laura gritted her teeth as she blocked Cyclops blast with her talons. The blasts were much stronger than before, probably due to the exposure to the Phoenix force. With a roar she dove to the side where she saw Magik muttering to herself with wide fearful eyes as sweat poured down her brow. Her much larger than normal soul blade rested on the ground as she fell to her knees. Following Talon's eyes, Cyclops cursed when he noticed what was happening. (LIAG Fun Fact: Since AVX Magik's powers have strengthened but she has seemingly lost some control over them.)

"AHHHHH!" Magik screamed as she slowly began to transform into Darkchilde gaining horns and hooves in the process. Her sword pulsed a crack appeared on the ground the spread until it was under Talon's feet. The feral went to move but it was too late as the ground exploded underneath her, creating a large fissure that had nothing but flames at the bottom of it. Talon was barely hanging on to the edge as she looked down in shock. (LIAG Helpful info: Darkchilde is a demonic transformation of Magik.)

"Laura!" Jubilee shouted in horror as she kicked Emma away from her and dashed to her mate without bothering to look back. She quickly dove down and grabbed Laura's hand just as the feral lost her grip. She lacked her vampire strength in her mutant form, but she still attempted to pull the feral up.

"Thank you-look out!" Talon shouted as she saw Cyclops appear behind Jubilee. His mask began to glow red, but Daken managed to knock him to the side. The blast missed Jubilee but exploded the side of the fissure where Laura was hanging in front of causing the two mates to lose their grips. Time seemed to slow as Jubilee watched her mate fall back into the flames with wide eyes.

Talon, always quick to adapt to a situation, accepted her fate and mouthed something to Jubilee just before her body became obscured by flames. Magik's sword pulsed again and the ground closed as the blonde mutant transformed back to normal.

-Hell-

Talon fell passed countless demons that were snarling and roaring at her. She looked down to see that she was headed towards some type of ocean.

*SPLASH!*

"*Gasp*" Talon began coughing frantically as she broke the surface before raising a trembling hand to her face where she saw that it was dyed red. Talon looked around the ocean of red in horror, but one sniff was all it took for the familiar smell to register. "No, no, no, no-"

Talon was in Hell, floating in an ocean of blood.

"AHHHHHHHHHHHH!"

-With the mutants-

"L-Laura?" Jubilee whispered with wide eyes as she sat on her knees and stared at where the ground had closed up with tears cascading down her face.

"What the hell did you just do Scott?" Emma whispered with wide eyes. All fighting had ceased as they stared at the trembling Jubilee.

"I got rid of an obstacle for mutant kind to progress." Cyclops answered emotionlessly.

"I didn't agree to this. This is too much." Warren said with a frown. Cyclops was going to respond when snarling reach his ears, he turned to see the three ferals glaring at him viciously.

"Look at what you've done. Do you really think we can stop all three of them? Illyana is unstable, Magneto is dead. You cannot even defeat Logan." Emma said with a glare as she activated her diamond form.

"That was the last Straw Scooter, if you think that you are going to walk away alive after this you are mistaken." Wolverine growled as he prepared to eviscerate the mutant when a loud rumbling stopped him cold. The mutants looked up to see clouds darkening the sky, allowing no sunlight to pass.

"Storm?" Cyclops wondered when the sound of someone walking towards him reached his ears. Turning around he saw Jubilee walking towards him slowly with her head bowed as seven multi-colored orbs floated around her.

"Give. Her. Back."Jubilee growled as she glared at Cyclops with crimson eyes as she bared her fangs. Rain began to pour heavily as she held her head in pain. The orbs flickered as two large bat wings ripped from her back. Her eyes continued to flash between red and brown as her two sides struggled for dominance.

"These fools dared to steal your mate." A voice whispered sinisterly in her mind. "Are you going to take such a crime lightly? By mere cattle?"

-Outskirts of New York-

A woman with fair skin, long black hair and crimson eyes who was wearing a black corset and black leather pants eyes sniffed and turned towards the direction of the battle with a growl.

-Opposite side of the city-

Blade looked up at where the clouds were accumulating and quickly ran off towards them.

-Back with Jubilee-

"Mutant…Vampire…destroy the boundary between the two and complete your transformation into my Queen. Show these fools who they have slighted!" Jubilee held her head in pain as she glared at Cyclops. Her eyes shone red as the orb cackled and burned into a matching shade as black began to pool in her sclera. Her skinned turned grey as she rolled her shoulders back and cracked her neck. No one dared to speak a word as the storm continued.

"Cy-"

*SCTHICK"

*BOOOM!*

Warren screamed in pain as he found himself speared to the side of a building by Jubilee's blade. The Vampire said nothing as she ripped the blade free and in a blur of speed appeared in front of Emma. The Katana slammed into her shoulder blade with enough force to bury itself a good two inches in. Cyclops raised a hand to the side of his mask only to find that entire arm ripped off. He screamed in agony as Jubilee feasted on the limb like a rabid animal causing blood to fly everywhere. Cyclops fell to the ground in agony as he held his stump. Quickly searching for a way to escape; he noticed Illyana begin to stir.

"Magik! Get us out of here now!" Cyclops ordered as he used his remaining hand to blast Jubilee away from him. The blonde looked at her fallen comrades. Just as the berserk Vampire regained her bearings with a sneer, Cyclops and his mutants disappeared via Magik's teleport. Noticing that her prey had escaped her, Jubilee released a bestial roar that caused the ground to shake.

"Just what the fuck is she!?" Daken questioned in disbelief.

"She's Jubilee and that's all that matters, we have to find a way to subdue her." Wolverine said with a growl.

"Subdue? I took you for the type that would try to eliminate any lost causes." Daken remarked with a grin.

"It's not what Laura would have wanted." Wolverine said as he tried to think of a plan.

"You're getting soft! Oh well it'll be much more fun this way, anyway!"

"You better hurry with the plan, because she has her sights on us!" Jimmy shouted as Jubilee glared at the remaining targets. The size of the crimson orbs expanded as she glared down at them. "Oh….this isn't good-"

*KRAKA-BOOOOM*

The battlefield was bathed in crimson light. Once it died down, the vampire was standing in a crater as the three ferals lied unconscious; all three of their bodies were heavily mutilated.

*THUD*

*THUD*

Jubilee turned around as she heard two people land behind her. In her haze she was barely able to recognize one of them as Blade.

"Jubilee, you have to calm down." Blade said seriously as the woman continued to sniff around.

"Damn. I could have sworn I felt my father's presence here." The woman said with a frown before noticing the powerful vampire before her. "You're either an extremely powerful newborn, or a vampire on my father's level that snapped. Neither is favorable." The one muttered as she flexed her hand causing a multitude of veins to appear on them as her claws grew out.

What time is it? LIAG breakdown Time! Belated-Halloween edition.

Lilith was the daughter of Dracula and a woman named Zofia. This woman was Dracula's first wife, while Dracula was still a human being hundreds of years ago. The two were married by Dracula's late father. However, Dracula began to resent and even hate Zofia. Nonetheless, a baby was born out of the marriage, Lilith. While she was still a young child, Dracula made her look upon a group of impaled prisoners. He treated his daughter harshly over the years, and when the transformation of Dracula was at hand, he told both Lilith and her mother to leave him. They complied and left. Lilith was given to a woman named Gretchin, whom was a gypsy while Zofia wondered the earth and eventually committed suicide so that she didn't have to live as a peasant. Lilith grew to hate and despise her father. Her father began to attack gypsy villages killing the son of the very same gypsy that took Lilith as her own. As a way of revenge, Gretchin used her powerful gypsy magic to turn Lilith into a vampire-like being. Since she felt like Lilith was her daughter, she made her immune to most of the vampires' weaknesses. Lilith on her hand promised Gretchin that she would cause trouble for her father for all eternity.

Powers:

Super strength: 1,000 tons

She's immune to sunlight

Hypnosis

Shape shift into a bat

Weather Control

Control over dogs, wolves, rats, mice, and bats

Healing factor

Does not require sleep

Immune to crucifixes to the point that she can use them on other vampires.

Breakdown Over

"Blade right?" Lilith questioned gaining his attention. At his raised eyebrow she continued. "Your reputation precedes you. I'm assuming that by your reaction to her that you would prefer that this one lives so take this." Lilith said as she tossed the vampire hunter a crucifix. Blade caught it effortlessly, and Jubilee hissed slightly as she saw it.

"Why should I trust you? Especially when it's obvious you have vampire origins." Blade questioned dubiously as he kept an eye on Jubilee.

"Listen, I do not feel like arguing with you. You need help; I'm willing to provide it. End of conversation." Lilith muttered but when he kept a stare on her she sighed. "My father is Dracula, I want him dead, I felt his presence over here but it vanished. I help you out with her and hopefully you both can help me out with him. Deal?"

"Fine." Blade muttered as he drew his sword.

-Meanwhile Queen's Boulevard-

We now find the Superior Spider-Man swinging in a new red and black costume. (LIAG Helpful Info: It's the Superior Spider-Man costume he wears now in canon.)

Why was he out and about you may ask? Well the answer is that he was no longer safe at the FF building.

-Flash Back-

"I've finally finished." Spider-Man said to himself as he put on the mask to his new costume.

"Nice work." Reed praised as he looked over the new costume. "Tell me; just what are its capabilities?" Before Spider-Man could answer the remaining three of the original fantastic four entered the lab.

"The hell are you wearing?" Johnny asked bluntly with wide eyes. "What are you? Spider-Owl? Everything from the neck down is nice but the mask kinds of throws it for me."

"Johnny!" Sue admonished although one could tell she had agreed with Johnny's assessment.

"Seriously! Look at him! Why the hell does he have a pointed nose!?" Johnny questioned incredulously. "You know you've always told me that you hated noses on masks." Johnny said as her crossed his arms, shocking Octavius who tried to rack his brain for such an occurrence but didn't have time to find one."

"Sometimes things change." Spider-Man drawled making Johnny snort.

Strike one!

"Like when you told me that you will never have kids last Monday?" Johnny questioned curiously. Octavius, as brilliant as he is, quickly adapted to the conversation like a pro.

"Precisely." Spider-Man said with a nod.

Strike Two!

"That's Spidey alright, bachelor to the end. Hey after this mess is settled do you want to go back to Hawaii like we did during Spring break?" Johnny questioned curiously.

"That does not sound too unpleasant." Spider-Man said indifferently as he grew tired of the seemingly pointless conversation.

Strike three!

! Spider-Sense!

Spider-Man dove to the side as he was forced to dodge a fireball.

"What on Earth!?" Spider-Man shouted as he looked towards a now pissed of Johnny as Sue, Ben, and Reed looked at the youngest Storm in shock. Spider-Man sighed as he heard his phone go off. HE had a feeling what was going to happened if he answered. "Hello?"

["You are fifteen different levels of trash! How the fuck are you even alive right now?! I saw a better Spider-Man than you at comicon!"] Deadpool shouted before hanging up.

"One." Jonny began as he raised his index finger. "Spidey and I never talked about noses on masks. Two…" Johnny continued as he raised his middle finger. "I was with Megan last Monday, not Spidey, and let's not forget that he loves kids and has some more brats on their way as we speak." That part shocked Sue but she didn't have time to ponder that at the moment. "And three. We were in Daytona Beach for Spring break, not Hawaii. Now drop the act Ock! Flame On!" Johnny was engulfed in flames. Spidey took a step back only to find himself bumping into a force field.

"Johnny, don't tell me that you think Spider-Man is an imposter as well! I ran some tests on him myself! All scientific evidence proves that he is our friends Spider-Man!"

"Did you do a mind scan?" Johnny interrupted making Reed pause.

"Well no, but-"

"Then there you go." Johnny deadpanned.

"It's obvious what's going on here Reed." Spider-Man muttered as he stood up. "Octavius has found a way to manipulate every woman with feelings towards me against me."

"How does that explain Johnny?" Reed questioned in confusion.

"Simple. His sister is manipulating him." Spider-Man answered making Reed widen his eyes while Johnny scoffed and Sue glared.

"What…are you saying…"Ben trailed off as he looked at Sue with wide eyes making her grit her teeth as Spider-Man sighed.

"I didn't want you to find out like this Reed." That simple admission spoke volumes in the already tense room. No one said anything before Reed turned to his wife with a frown.

"How Long?" The genius questioned making his wife blink in shock.

"You can't really tell me you believe this!" Sue said in shock, hell even Johnny looked slightly perturbed. Sure he had his suspicions, but feeling the situation come to light like this was not what he had seen coming. "It was one kiss, one time." Sue admitted making Reed, Johnny, and Ben widen their eyes. "That is it, but that's neither here or now, we have to deal with this obvious imposter!"

"So, I'm just supposed to take your word!?" Reed said with a light glare.

"Reed, this is not the time to be arguing about our failing marriage!"

"So now it's failing?" Reed questioned in disbelief.

"Hell yes!" Sue shouted with a glare. "It has been for a long time now. Damn it Reed you care more about your research than you do your family! The fact that our children go to their uncle or a family friend for guidance besides their own father is not right. It's one thing to get the occasional advice from someone other than a parent, but they are at a point that it is unhealthy. When we thought Johnny died, why the hell was it Spider-Man that had help Franklin through the ordeal!?"

"Sue-"Reed began but was interrupted when the woman raised a hand as tears fell down her cheeks.

"Do you have any idea how that makes me feel? That my children seemingly find a father figure in everyone besides their actual father? Hell if it wasn't for Spider-Man, Valeria probably would have had Victor as a role model; she already has proved that she isn't afraid to contact him!"

"But with the web-Head?" Ben questioned in disbelief, making Sue face-palm.

"Damn…it was one kiss after he stopped my only daughter from starting down a dark path." Sue explained tiredly.

"She's just a kid, what could she have possibly-"

"That kid is smarter than nearly everyone in this room." Sue interrupted Ben. "She understands the pros and cons of every decision she makes, and if she truly wanted to she could make Franklin follow her as well. The damage my children could do together is very high."

"That aside, Spider-Man is a little too young for you isn't he?" Reed asked with a weird look on his face, Sue was about to say something but Johnny beat her to it.

"First off Reed you aren't going to just blow off what she said like it's irrelevant." Johnny said with a glare of his own that could literally melt steel. "I love those kids to death, but I'm too young to be playing daddy, you know, your job. Spidey might like that but I don't. Also, you don't have the right to comment on any age gap…exactly how much older than my sister are you again?" Johnny questioned rhetorically. "This can all be dealt with later though. We have to stop this imposter!"

"I can't in good conscience hand over an innocent man to you." Reed muttered as he began to extend.

"I'm sorry but I have to go with Reed on this one." Ben muttered as he stood next to his old friend.

"So it's going to be like this then? Fine I just hope you remember this when you find out that he's an imposter." Johnny muttered before firing a blast of fire at Ben who stumbled back, more from the fact that Johnny actually attacked him than from the actual blast. Spider-Man fired a web ball at Sue who quickly blocked it with a force field. Octavius used her distraction to run away to the Lab's exit. Sue turned to stop him but Reed appeared in front of her line of sight. Reed being slammed into a wall was the last thing Spider-Man heard as he zoomed blitzed passed two shocked Richards children who had been eavesdropping on the entire argument.

-Flash Back: END-

"Just a minor setback, but I no longer require their lab. Still if I want to control this city then I need to forge a superior sinister six. Hopefully the villains I've contacted can defeat these pests."

! Spider-Sense!

"WHAT!?" Octavius thought in shock as he felt someone collide into him. He grunted as he landing on top of an abandoned taxi. Sitting up he saw his attacker land in front of him. It was a female, which was obvious due to the skin tight red and blue Spider-suit she wore.

"I finally found you!" Mayday shouted before pausing as she took in his new costume. "What are you supposed to be? The Amazing Spider-Owl?"

"Hmph, if you must know I'm the Superior Spider-Man. Who exactly are you supposed to be?" Spider-Man questioned as he stood up.

"The Amazing Spider-Girl, at your service." Mayday said with a bow and an over-exaggerated New York accent. "And I'm here to mess you up."

"How, pray tell, do you plan to do that? I'm superior to you in every way girl." Octavius said the last word as condescendingly as possible.

"Well punching you repeatedly is a start." Spider-Girl said honestly as she crouched down.

BGM: Spider-Man Theme- Marvel vs. Capcom 3

Spider-Girl dashed forward and went to deliver a vicious right blow, only for Spider-Man to flip over her and land behind her in a crouch.

! Spider-Sense!

Mayday jumped up causing his sweep kick to miss and shot her foot backwards only for him to catch it and throw her at the side of a building. Maneuvering in mid-air, Mayday recovered and landed on the side of the building in a crouch that was very reminiscent to her father's signature crouch and fired two web-lines from the silver web shooters strapped around her wrists. The lines connected to each side of Spider-Man and Mayday quickly web-zipped to him.

! Spider-Sense!

Octavius jumped up as she slammed into the ground where he was previously standing. Mayday turned around just as he landed.

"He wasn't kidding when he said he had stronger powers. Still this isn't the first time the odds have been against me. I can do this!" Spider-Girl thought as she fired a web-line above Octavius. "Web-Swing!" Spider-Man barely stepped to the side as her foot zoomed passed him. Releasing her web-line, Mayday spun around and round house kicked him in the face sending him flying back. Spider-Man recovered in mid-air and landed on his hands before back flipping back onto his feet. Mayday wasted no time and speed blitzed at him leaving after-images in her waked. "Crawler…ASSUALT!"

"Superior Assault!" Octavius countered as small talons popped from the tips of each of his fingers, surprising Mayday. The two began trading blows and Mayday mentally cursed when she realized that he was wearing an armored costume. Her blows still did damage, but nowhere near as much as his with the small blades tearing into her costume. Spider-Girl jumped back just as his claws ripped through her mask. Mayday glared at him with one of her now visible blue eyes as she landed. Both panted as she grabbed her mask and threw it off.

It's not like anyone would recognize her on this Earth anyway.

"Okay you have some fancy toys, I'll give you that. However you just changed the rules of the game." Mayday said with a small smirk before dashing at Spider-Man. Spider-Man charged at her as well, but once the two got within arm's reach of each other, she flipped over him and fire to pellets of impact webbing at his feet cementing them to the ground. Landing with a glare, Mayday dashed forward and hit him with so much force that he actually ripped out of the webbing and rag dolled twenty feet away from her.

Destroy the emblem

Instinctively, Mayday whipped out her right hand causing two needles to fire from her wrist and bury themselves into Spider-Man's Spider-emblem. Mayday watching in confusion as Spider-Man spazzed out as if he were being electrocuted.

"What the hell was that? Who said that?" Mayday wondered in confusion as she watched Octavius stand up.

"What on earth!? She disabled most of my suit's functions! All of that planning for what? That time and effort just to end up with a regular armored costume! I'll make her rue the day she crossed Doctor Otto Octavius!" Spider-Man thought in fury. "Fine, I don't need them to defeat you as long as I have Parker's body!" Octavius shouted before tensing his muscles a feeling of ecstasy washed over him.

! Spider-Sense!

Mayday watched in shock as Spider-Man appeared before her much faster than normal and buried his fist into her stomach sending her flying back.

BGM: END

"*GAK!*" Blood feel from Mayday's mouth as she held her stomach in pain. If her body wasn't strengthened from her father's genes she had no doubt that the blow would have killed her. It now became apparent that if she didn't find a way to stop him, she would die.

"Parker was a fool wasting this power on people who loathed him. I shall show the world what a real Spider-Man should be like!" Spider-Man declared before he blitzed forward and kicked her into the side of a building causing the wall to collapse upon impact.

"L-Like hell!" Mayday muttered as she forced herself up. Her body trembled in pain as she held her side.

"This is the end for you girl!" Spider-Man shouted as he dashed forward as his recently healed stingers ripped form his wrists. Time seemed to slow as Mayday realized that he was too close to dodge. She closed her eyes as an image of her father back in her own world flashed through her mind.

"Dad…Mom…I'm sorry I'm too weak." A tear escaped as she thought of her smiling mother.

! Spider-Sense!

BGM: Diary of Jane- Breaking Benjamin

*KRANNG!*

"What!?" Spider-Man shouted incredulously as his fist was blocked by a silver shield before he was pushed back. Standing before him now was a pissed of Mary Jane Watson garbed in Sonja's signature metal bikini, she turned to him with gritted teeth as she revealed her blazing crimson eyes as her muscles tightened.

[Remember Mary Jane! Scathach's blessing only gives you so much strength you still have to fight smart!]

"I know that! Why am I fighting him anyway!?"

[This is your foe. You have to do this.]

"Who the hell is he fighting anyway; she doesn't look like any spider hero I know of." Mary Jane questioned as she glanced back at the shocked young woman who was looking at her with blue eyes. Something about the young woman made MJ freeze.

"M-mom?" Mayday questioned in confusion. MJ was about to speak when her ear twitched slightly as she heard Spider-Man move. Spinning around quickly, Spider-Man was forced to duck a vicious slash from her vibranium blade and then back flip away as MJ attempted to boot him in his face. As he began to recover in the air, MJ whipped out her left hand causing the shield to be replaced by a chain that wrapped around Spider-Man's arm. With a roar she yanked the costumed man towards her and stabbed forward with her blade. Spider-Man leaned back just in time to prevent being skewered. "No fatal blows!"

"What?" MJ questioned, having forgotten the young woman was even there.

"If it isn't Mary Jane." Spider-Man said sinisterly. "I had a feeling that we would face eventually."

"He's using my father's body! If you kill him, you remove any chance I have at fixing the situation!-"Mayday stopped as she was forced to dodge a dagger.

"Silence! I know for a fact Peter doesn't have any children." MJ said coldly, so coldly that Mayday had to wonder if there was more to that story.

"Listen, we're on the same side!" Mayday shouted as she leapt forward and landed next to the woman. "Peter is my father and if you're the same Mary Jane I think you are you are my mother. Just not on this Earth. I've come from my own dimension to stop him!" Mayday explained as Sonja's Hyrkanian blade appeared in left hand. "If you can't trust your eyes or your brain, then use your heart! You know something isn't right!" Spider-Girl roared as she glared at Sonja with cold blue eyes as her brown hair was matted down to her face with sweat and blood. MJ narrowed her eyes; truthfully she couldn't even remember what her infant daughter looked like so she didn't have anything to compare the young woman to.

Looks like she has to take a leap of faith.

[Use your instincts Mary Jane! You are in combat!]

"Fine. Watch my back!" MJ ordered as she dashed at the monster wearing her husband's skin as her daughter swung at him.

BGM: END

-Meanwhile Horizon Labs: With the Ultimate Spider-Man and woman, and Venom-

"So we have to retrieve Peter's Spider tech?" Spider-Man questioned curiously as he landed in front of the ruined lab with Jessica and Flash.

"Yup, apparently Ock is going to try to grab it and we don't need him getting his hands on anything that can give him an advantage." Venom said as they walked towards the lab.

"Man this seems eerie." Spider-Woman muttered as she looked up at the dark clouds that had now covered the entire city. As if to just make her day worse it began to rain. "Damn."

"Be on guard. We're dealing with a guy that nearly roasted the entire planet. I wouldn't put it passed him to hire someone to grab the tech for him while he pretends to be a hero." Venom warned as they walked through the ruined hallways. When they finally made it to the door that Robyn had told them was the entrance to Peter's work area. They froze as they heard movement within the lab. "Shit, someone's in there. Back up." Venom pulled out two pistols and kicked the door down.

"I was wondering when you would get here old man." An insane sounding voice spoke up making Venom growl. Spider-Man took a step back in fear as Spider-Man clenched her fists tightly and trembled slightly.

"Carnage…" Spider-Woman muttered angrily. Part of her knew that this world had a Carnage, but she never expected she would be facing him. Carnage paused for a second before a sickening grin split his face as he peered down at her.

"You…you smell like Spider-Man." Carnage cackled before turning back to Venom. "Oh it must have been hell for you to travel with her and fight against your desire to overtake her." Venom quickly fired two bullets at the symbiote as Jessica turned to him in shock. Carnage shrugged off the bullets and formed two crimson axes in his hands. Venom holstered his guns and mimicked the Symbiotes actions. The two younger heroes watched in apprehension as the Symbiotes charged at each other with Carnage cackling the entire time. Spider-Woman went to go help but stopped when she noticed that Miles was still frozen.

"Miles, you have to calm down and forget your fear! If you don't we'll all die!" Jessica shouted snapping Miles from his daze.

"But-"

"But nothing! This is what you agreed to when you put on that costume." Spider-Woman explained as Venom was slammed through a wall by Carnage who quickly followed up by sending two red tendrils at the agent. Venom managed to recover in time to avoid being speared and quickly ran forward and slashed Carnage across his chest with one of his make-shift axes. The Red symbiote roared as it delivered a devastating upper cut that sent Flash crashing through the ceiling. "Don't worry; I'll have your back." Jessica continued with a softer tone. Miles released a long breath as his shaking stopped and quickly dropped to a crouch when he saw that Carnage had turned his sights on to them.

"Let's see how strong you brats are!" Carnage screeched as multiple tendrils ripped from his body at the teens. Spider-Woman and Spider-Man both began dodging them, each tendril missing them by mere millimeters. Spider-Man glanced to the side and noticed a tendril about to spear Jessica through her back and quickly leapt towards her and drop kicked her away as the tendril shot through his shoulder.

"AH!" Spider-Man shouted as he pulled the symbiote out of him and held his shoulder as Jessica looked at him in shock.

"Miles!" Spider-Woman shouted just as Flash crashed down from the ceiling and kicked Carnage in his head making the psychopath roar in anger as he extended his arms and slammed Venom down into the ground.

"You still want to fight me father!?"

"Nope. But you are mistaken if you think you get to walk away after this." Flash roared at the crimson symbiote.

"This isn't good…my Spider-Sense doesn't work on him and now you're injured because of it."

"D-don't worry about it. Right now we need to figure out a way to get rid of him." Spider-Man muttered making his friend nod before she placed a hand to her ear.

"Robyn! We need the most effective way to stop Carnage ASAP!" Spider-Woman shouted urgently.

["I'm already searching Ms. Spider-Woman! Wait just a little longer!"]

Spider-Man and Spider-Woman quickly dashed down the hallway to help Venom. As they ran Tendrils shot towards them and they quickly leapt to opposite sides of the hallway and began running on the side of the walls towards their opponent.

"Hey! What's wrong too dumb to think of some different moves!?" Miles shouted drawing Carnage's away from Venom, however when he turned towards Miles he was lightly stunned to see no one there.

"AHHHHHHH!" Carnage screamed as his head erupted in to pain. The reason for his pain became apparent when Miles reappeared behind him as he held the Symbiotes head as he activated his venom sting. "GET OFF!"

! Spider-Sense!

Mile's gritted his teeth as a tendril speared him through his abdomen before he was flung off of the Symbiote and crashed down next to a horrified Jessica who slammed her right fist as hard as she could into the Symbiote causing it to stumble back slightly. Venom ripped free of Carnage's hold and continued to battle him in an attempt to remove his attention from the younger heroes.

"Miles!"

"…Ugh…I'm okay, I'm O-okay." Spider-Man muttered as he webbed his wounds shut and struggled to stand only to collapse onto his hands and knees.

"The hell you are, stay back and we'll handle this." Spider-Woman ordered as Miles forced himself to his feet.

"If anything happened to you, I'd never forgive myself. Don't worry about me and fight!" Spider-Man shouted angrily, shocking his friend who had never heard him raise his voice in anger.

"Fine, be careful."

["I've figured a way to stop him. Peter's Parker particle machine is heavily damaged, if I start it up it should produce enough heat to destroy not only Carnage but the lab as well. The main problem is that the Spider-tech will be destroyed as well. Personally I believe you should do it in the name of Justice!"]

"Blow it!" Both Venom and surprisingly Spider-Man said at the same time making Spider-Woman look up at him.

"We came here to stop Ock from getting the tech." Spider-Man said making her nod.

"You heard them Robyn, blow it." Spider-Woman said as she web-zipped to Carnage and knocked him from on top of Venom, who proceeded to beat the Symbiote viciously.

["You've got three minutes, make it count!"]

"You heard her!" Spider-Man said as he ripped a door from its hinges and threw it at Carnage, who quickly destroyed it. He glared up the boy only to get a web ball to his face. Carnage stumbled back into a wall and Jessica and Miles wasted no time in webbing him to it. "We a have to go now!" The three quickly began running down the hall. Time seemed to slow for the three as they ran and Miles grimaced when he noticed that his two companions got further and further in front of him. It didn't take him long to realize that they weren't getting faster, but instead, he was slowing down; no doubt from his lack of blood. Hearing an enraged roar he grimaced as he looked back to see Carnage charging after them.

"YOU CAN'T ESCAPE!" Carnage screeched. Miles panted tiredly as his run began to slow into a painful limp. Noticing this, Spider-Woman quickly ran back towards him making Flash stop his movements.

"Leave me; you've got to get out of here!"

"I'm not leaving you behind!" Spider-Woman shouted as she helped him up as Carnage got closer and closer.

"Jessica, forgive me." Miles said pleadingly as he pulled off his mask and gave her sad smile.

"What-"Jessica was cut off as a sharp pain hit her body before her vision went black. With a roar the younger man threw her body at Flash, who caught it effortlessly.

"Kid!"

"Go now!" Miles shouted as he pulled his mask back on turned around. "If he escapes it'll all be for nothing." Spider-Man said seriously as he began limping towards Carnage. The limp soon became a walk and the walk became a run and before long Spider-Man slammed into Carnage who screeched insanely as he tried the rip the boy apart only to miss and get slammed into the side of the hall way. Venom's frustration was visible even behind his mask, but he quickly ran from the area. Just as he reached the exit he shot a web-line at a street light and swung from the building.

-With Miles-

"You little shit! Just who the fuck do you think you are!?" Carnage screeched as he enlarged his mouth preparing to devour the boy. Spider-Man used his strength to keep the mouth pried open and gave a small laugh when he felt the ground tremble.

"Isn't it obvious? I think I'm Spider-Man!" Spider-Man shouted as he watched a torrent of flames race towards them.

-With Venom-

*FA-BOOOOOOOOOOOOM!*

Venom turned around and looked at the ball of flames that was once Horizon labs. Venom looked down at the young woman in his arms and fell to his knees.

"D-damn i-it…" Venom muttered before releasing in enraged roar at the stormy sky.

-With MJ & Mayday-

Octavius stepped back just as the vibranium sword stopped mere inches from his chest. He prepared to counter her when Mayday landed on top of the blade and shot forward, delivering a vicious right to his face. Mayday landed on her hands and flipped behind him just as MJ threw a knife at the man. Spider-Man growled and tilted his head to dodge the blade that was now heading straight towards Mayday. Mayday raised her right hand making the blade pause slightly in mid-air before shooting back and stabbing Octavius in his shoulder.

"What!?" Octavius shouted in confusion. (LIAG Fun Fact: Mayday can reverse the magnetism of objects to send them flying away from her.)

MJ ran forward as Sonja's Hyrkanian blade appeared in her left hand. The longer she fought the man the angrier she got. The fact that Octavius dared to do something this horrible in the first placed left her hungry for revenge. She was so preoccupied about her need for vengeance that she never thought about the fact that Sonja had been eerily quit or that the Hyrkanian blade had pulsed in her hand causing the sword to be enveloped in a yellow aura. The sword sliced through the shirt of Octavius's suit with ease. This seemed to be the final straw as Spider-Man angrily leapt back and raised his hand in front of him.

"That is it! I have had enough of you infernal miscreants getting in the way of my plans! You may have disabled most of my functions, but I still have one that can disable you!" Spider-Man shouted sinisterly as he pressed his black Spider-Emblem.

A pause…then…

"AHHHHHH!" Mayday screamed in agony as it felt as though her mind was being ripped asunder as she felt to her knees.

"Now, let us end this petty squabble!" Spider-Man shouted as he ripped the knife from his shoulder and threw it at MJ with all of his might forcing her to dive to the side. He grinned viciously behind his mask as his stingers popped out.

Ignore the pain my child. Stand up and protect her.

"This is the end!" Spider-Man shouted as used the last of his Tantric energy to burst towards MJ in hopes of catching her off guard. HE grinned as he drove his right stinger forward.

*SCHTIK!*

MJ gasped as blood splattered on to her face.

-Temple of the Great Weaver-

"And so when the blood of the third seer is spilt, so begins the birth of the Queen of Power, a Queen above all others." Taran deciphered as a curious Felicia listened on. "That is where we are now, and with this the identity of the Martyr should be revealed-Oh…Weaver." Taran gasped out in horror confusing Felicia.

"Are you okay?" Felicia questioned in concern as Taran turned back to her with her eyes filled with unshed tears. "…Taran?"

-With MJ-

"Hmph, the imbecile should have known better than to interfere with my plans." Octavius muttered coldly as he ripped his stinger from a wide-eyed Mayday's heart. The young woman fell back into s horrified MJ's arms.

"Mom…y-you're okay….I'm glad." Mayday said with a tired smile before she closed her eyes.

The Empress fell to her knees and held the younger woman to her tightly as tears flowed down her cheeks.

"Pity. Do not fear you will join her soon-"Octavius stopped as his stingers retracted due to the lack of Tantric energy. He was receiving the most spiteful glare he had ever received, the hate behind it was practically palpable and his Spider-sense screamed for him to escape.

BGM: Beautiful Cruel World (English Version sung by Adrisaurus on Youtube) - Attack on Titan Ending

Octavius felt fear grip his heart as she begun to set the woman down and quickly began to flee the battlefield. He ran faster and faster as MJ slowly stood up.

"Gae Bolg." Mary Jane demanded as the spear appeared in her clenched hand. Her tears increased as she took aim as Spider-Man began to swing away. With a roar she threw the spear in to the air and soon it exploded into a large crimson seal as countless crimson darts rained from it towards the fleeing Spider-Man. Octavius dove behind a building as the darts began to destroy it. He cursed loudly; if legends about that weapon were true then he was as good as dead.

"Damn. Damn. Damn!" Spider-Man roared.

"Seems as though you have bitten off more than you can chew." A voice spoke up and looked up to find himself face to face with what looked like a crimson demon. He felt a strange sense of déjà vu and realized that Peter had seen the demonic man before and quickly racked his mind.

"Mephisto." Octavius muttered as the devil grinned.

-With Venom-

Spider-Woman stirred awake and found herself in Flash's arms. He let her down gently as she surveyed her surroundings. He watched quietly as she looked around in vain for Miles and gasped when she looked at the fireball that was once Horizon labs. Venom watched her to fall to her knees and pull off her mask as the memories came back to her.

"Listen kid. We will stop Octavius. I promise you, he cannot-will not get away with this." Venom swore but he got no reaction from her as she just stared blankly at the raging inferno.

-With Blade, Lilith, and Jubilee-

"Blade, toss it to me!" Lilith roared as she dodged more blasts from the raging Jubilee. Blade tossed the crucifix towards her before leaping from another explosion. Lilith caught it just in time to duck under a wild slash from Jubilee. Lilith leapt forward and successfully grabbed the raging woman in a successful chokehold. Lilith's superior strength prevented Jubilee from breaking free and forced her to drop her blade. The crucifix that she kept in the hand closest to her face weakened Jubilee to the point that she couldn't turn into mist. Little by little the thrashing stopped until she lost consciousness. Blade approached them with a wooden stake in his hand and Lilith looked at him firmly.

"Good work." Blade commented as he approached.

"Listen, Blade I can feel it now. Her power is still growing; soon this crucifix won't even be a minor nuisance. She'll be like me a vampire like being with all of the benefits and none of the weaknesses. This might just be the last chance to kill her while she's weak. You can either end her now to stop another incident like this or put your faith in her."

"I did once." Blade said coolly as he approached.

"You saw her when we fought, she was in pain, and whatever caused her to snap was not her fault." Lilith frowned but didn't move as he got closer.

"Why do you want to keep her alive?" Blade wondered curiously.

"She's tied to Dracula somehow, and I believe she can lead us to him. I want him dead, simple as that." Lilith answered truthfully. "Also I can feel that you don't want to kill her. You're close, I can tell that much by the fact that not only did you admit to letting her live, you both have the same sword." Lilith then tilted her head. "Lovers? No it's not that deep. You were her mentor of some sort?" The daughter of Dracula smirked as she saw him stiffen. "Let's just do the smart thing and let her live. There's just more good than can come out of it." Blade stared at her for a bit before releasing a reluctant sigh.

"Fine."

"There, I knew you weren't that cold-"Lilith stopped as a stake whipped passed her head making her blink at him owlishly for a bit before smirking. "This is going to be the beginning of a very interesting relationship."

-With Octavius-

"It's a simple deal. I'll stop that spear and in return you give me your body later."

"That's a terrible deal, what kind of idiot do I look like?" Spider-Man gritted out as the building continued to be reduced to rubble by the unrelenting darts.

"Die now or Later. You'd be an idiot not to accept. I'll even go a step further and promise you that I won't take it today. That should give you some time to leave that carcass behind and find a new host."

"I'll have at least day to retrieve my Octobot and leave this sad excuse of a body. Fine at least it's a chance." Spider-Man thought as he extended his hand much to the delight of Mephisto. "Deal." The devil grasped his hand and they shook on it; almost instantly the crimson seal shattered ceasing the onslaught. Spider-Man nodded and ran off.

BGM: END

MJ shouted in anger when she saw Gae Bolg end suddenly. She could tell by the way it suddenly shattered that somehow Octavius had escaped but she didn't know in what direction he had left.

"Relax child, the time has come." A voice spoke up and she glanced back to find Scathach standing behind her. The goddess pointed in front of her with narrowed eyes. "A war unlike you have ever seen will begin there." MJ frowned and looked down the street at where the goddess was pointing. "You will lead the army against your true foe, but for now you are too weak. You must train and become my true champion."

"How do I do that?" MJ questioned in confusion making Scathach smile kindly.

"Turn towards where I pointed and kneel down on one knee." MJ nodded and proceeded to do that. "Now use the sword that started it all and stab it into the ground." MJ was confused for a second before she remembered Sonja's Hyrkanian blade and how it started her on her strange journey. Pulling out the blade, MJ did as she was instructed and immediately lost consciousness as her body was frozen in its position.

-MJ's Mindscape-

MJ looked around owlishly as she found herself in a simple meadow as Sonja stood before her.

"And now…You must master that blade, and defeat my previous champion in combat." Scathach's voice rung throughout the area. MJ looked at a frowning Sonja in shock.

"She's kidding right-"

*CLANG!*

MJ was forced to a knee as she was barely able to parry Sonja's blade.

"Fight back with the intent to kill…or you will die here." Sonja stated coldly before booting MJ in her face.

"Damn…she's serious…" MJ thought with narrowed eyes as she wiped the blood from her lip. Clenching the blade tightly, she rolled to her feet and charged at the woman she respected above all others as said woman mirrored her actions.

*CLANG!*

-Meanwhile: Avenger's Mansion-

Black Widow sat back as she waited for someone to interrogate her. She idly expected it to be Hawkeye, but apparently the man could stand to look at her right now so she waited.

"Leave us alone, I want to handle this privately." A familiar voice said from the hallway that made her heart stop for a second. "You know you have to be the most unpredictable woman I have ever met." Natasha released a sigh and looked up at none other than Bucky Barnes; the Winter Soldier.

What time is it? LIAG Breakdown time!

After losing his father at a young age during World War II, James Buchanan Barnes was adopted as the mascot for Camp Lehigh and nicknamed "Bucky". Because of his skills Bucky was sent to England on his sixteenth birthday. Where he went through two months of combat training with the British S.A.S. and another month of special training back in the United States. To his superiors Bucky was the best natural fighter they had ever seen. It wasn't long before he was made Captain America's partner; who unlike Cap could get his hands dirty doing the little tricks that Cap wasn't allowed to do because of regular military methods.

The press then came up with a cover story; "Camp kid becomes Cap's sidekick," which made kids all over the country think it could happen to them too. He soon joined Cap as a member of the Invaders, fighting alongside such other heroes as Namor the Sub-Mariner, Jim Hammond the Human Torch (Yes that means Johnny is not the first person to be named Human Torch), and Thomas Raymond the Toro. Being about the same age, Bucky and Toro would become close friends. During this time he teamed up with other sidekicks to form the Young Allies and later the Liberty Legion to help the Invaders in their fight against the Red Skull. Bucky also teamed-up with a group of teenage superheroes called the Kid Commandos.

In the closing days of World War II, during a mission overseas to take down Baron Heinrich Zemo, Cap and Bucky hopped on a plane carrying a bomb and hoping to disarm it. Cap couldn't reach it but Bucky hung on. It was booby trapped and the bomb detonated. Bucky found himself too close to the explosion which sent him and Captain America falling into the waters below. He was later found to have been brainwashed years later.

Bucky and Natasha were together but were broken up unwillingly when Natasha lost her memories. SHIELD repaired her memories and was going to go even further to the point that she would remember her relationship but Bucky made them stop by shouting that she had suffered enough.

Powers:

Bucky is skilled at Hand to Hand and has a robotic left arm that is capable of throwing a shield through steel. It can produce electric shocks and EMP's.

Breakdown Over!

"It makes life interesting." Natasha admitted with a small shrug.

"So mind telling me exactly why you knocked out our resident archer?" Bucky questioned making the woman sigh. Truthfully her part was over so she saw no harm in telling him the truth.

"How much do you know about the situation in New York?" Natasha questioned curiously as he sat back in a chair.

"Bits and pieces." Bucky replied truthfully making her nod.

"Will you at least try to be reasonable? Because if you're going to fail to see what's going on like Steve, then I am not going to even bother wasting my time." Natasha said dryly making him chuckle.

"I'm his 'side-kick' it's my job to be the reasonable one." Bucky pointed out getting a smile from her. So she sat back and told him everything that had happened up until the point Bucky had walked in. During parts of the story Bucky narrowed his eyes but other than that gave no visible reaction to the tale.

"And that's everything." Natasha said as she finished. "That's why I've been grounded to a room like some child because if they put me in holding they'll have a diplomatic incident." Natasha said before laughing slightly. "You know I used to hate how Doom got away with everything he did, but here I am being protected by diplomatic immunity…I have to admit it is kind of nice."

"Well I know one thing for sure, that was quite a story. Still I have been brainwashed before and you are showing none of the symptoms…in fact you actually seem happy." Bucky said before he softened his gaze as something clicked. "Oh wow, you love him don't you?" Bucky questioned making her snap her head up towards him with wide eyes. "Spider-Man." Bucky clarified before chuckling. "When will the surprises stop with you?"

"I don't know what you-"

"Oh please Natasha, drop the act." Bucky said with a knowing smile even if the woman he loved found happiness in the arms of another, he was just happy that something seemed to be going right in her life for once. "Tell you what; admit it and I'll have you out of this mansion in minutes." Bucky revealed making her eyes widened. She searched his face but he showed no signs of lying. It was one thing admitting a possibility of even liking Spider-Man as more than a trusted ally to herself. It was another to even imply it during pillow talk with a woman she was forced to wed.

But this…

…there was no going back after this.

Releasing a shaky breath, Natasha steeled herself and gazed at Bucky firmly.

"Yes, against my best intentions it happened." Natasha spoke up.

"What happened?"

"I fell in love…"

"With who?" Bucky questioned with a knowing smile as she glared at him.

"Spider-Man." Natasha admitted as he stood up.

"Well since you're obviously not brainwashed let's get you out of here." Bucky said as Natasha stood up as well.

"You believe me?"

"Well it sure makes more sense than the bits and pieces I've been hearing. Besides I know Steve, he means well but he can be very stubborn. Hell we're just lucky that most of the time he happens to be on the right side." Bucky chuckled before tossing Natasha her gauntlets. "Get ready; there are a lot of SHIELD operatives outside." Bucky stated making her look up at him in confusion. "I said that I would get you out of here in minutes…"

"…But you never said it would be legal." Natasha finished as she rubbed the bridge of her nose. "Let's just go."

"One more thing, there have been reports that somewhere above the city a crimson seal appeared than rained down red needles on a building. I'm not sure if it's important but they kept mentioning the leader of your country's name." Bucky informed her making her frown.

"We have to hurry. If Gae Bolg was used, it's gotten much worse than I had anticipated out there." Natasha said seriously making Bucky pause.

"Now I might not be the brightest when it comes to mythology but isn't Gae Bolg…."

"It's a long story." Natasha said tiredly.

"Tell me about it when we're escaping." And with that the two legendary assassins ran from the room.

-Five Hours later: Peter's Lab-

"So what's the current situation?" Peter asked weakly he had only just regained conscious mere a mere hour earlier. He weakly sat up and found the worn out expressions of his allies to be alarming.

"We went to grab the giant Spider but apparently it had mutant DNA and that got the attention of Cyclops and his mutants." Logan began tiredly. "Magneto was killed but Magik lost control of her powers and Laura got banished to either Hell or Limbo." Logan explained shocking Chun-Li and Peter greatly.

"Wait I thought she only had control over Limbo?" Peter questioned in confusion.

"I did too, but you weren't there, those flames...they were too familiar for comfort." Wolverine explained and for once he actually looked his age. "Jubes….something in her snapped nearly immediately and went berserk. She stopped holding back with her mutant powers and if they hadn't exploded when they did the explosions could have been atomic. She tried to slaughter all of Cyclops' side but they managed to escape with some major injuries. The explosions took Jimmy, Daken, and I out and it was hours before we could move again. Jimmy's still out. Still Adriana managed to get the Spider though she left immediately afterwards." Logan finished as he nodded his head towards an unconscious Jimmy. Peter nodded solemnly before turning to Flash.

"What about you all?" Peter questioned the mask less Venom who clenched his fists.

"We stopped Ock from getting his hands on your tech, but Carnage was there." Flash said and Peter got a chill down his spine. Nothing ever good came from Carnage being anywhere. "We had to take the entire lab out. Carnage and Spider-Man died in the explosion." Flash revealed making Peter flinch and bury his face into his hands.

"Damn it, not him too." Peter muttered angrily.

"He went down like a hero. You would have been proud." Flash said sincerely. "Shortly after that, Spider-Woman ran away from me to go track down Ock. I didn't like the look in her eye; the kid's heading down a dark path."

"Damn, there's no telling what Jimmy is going to do when he wakes up if they are as close as you say they are." Logan muttered as he glanced down at the blonde teen.

"Anansi came by and said that Anya succeeded in obtaining Osborn's weapon cache and to not worry about her." Chun-Li revealed making Peter nod slowly. Something about that didn't feel right.

"This is terrible; Octavius has gone too far this time." Peter said angrily. "Robyn, what's the status of everyone that's still out?"

["Ms. Spider-Girl succeeded in finding Octavius but...she fell in battle after fighting alongside Ms. Mary Jane."] Robyn's voice explain and Peter was almost sure that he was about to pass out again. Not only did he fail his own daughter he got another version of him self's daughter killed as well. ["She did succeed in damaging his knew suit heavily however. Her sacrifice was not in vain there's no telling how much damage Octavius could have done with his suit."]

"Just...just continue… please Robyn." Peter pleaded as Chun-Li shut her eyes; she couldn't even imagine what was going through her team mate's mind.

["Mr. Phantom, Ms. Adriana, and Ms. Alice were captured by SHIELD though phantom says not to worry and that it is all a part of his plan."]

"Who the hell is Alice?" Wolverine questioned in confusion.

["The Colossal Spider you captured turned into a young woman though she appears to be a completely blank slate. She cannot even communicate verbally and is run by instincts. To put it bluntly she's like a spider with a human's body. She appears to be completely loyal to Ms. Adriana."]

"Of course Queenie wouldn't waste a new opportunity to gain a new servant." Juri snorted as she entered the room before pausing slight. "Oh shit! Where the hell is the other one?!" Due to the events of the day the main three members of Arachnophobia had completely forgotten about Cammy. Chun-Li gaped at her before face-palming.

["Mr. Kaine, Ms. Ero, and Mr. Ben are still on patrol trying to find Octavius. They have had no luck-wait-Ms. Ero just spotted him! She's chasing him down now!"]

"Please Ero, you have to stop him." Peter begged silently to himself.

["Ms. Mary Jane is currently meditating next to Ms. Spider-Girl's body. From what I have picked up it appears that she's training right now for an apparent battle that will take place at her location later."] That confused them but they didn't comment. ["The Ms. Jessica from our Earth is still undergoing an agonizing transformation and the other one has just joined up with Ben to help patrol. Ms. Jubilee is currently under the care of a Mr. Blade and an apparent ally."]

"Blade?" Wolverine questioned in confusion.

"Isn't he a vampire hunter?" Daken spoke up with a frown. "That doesn't normally mix well with vampires."

"He's who trained Jubilee in the first place." Peter informed them. "She's as safe as she can be out there."

["That is all for now. I'll keep you updated."]

-With Blade, Lilith, and Jubilee-

When Jubilee had awoken she was shocked to find herself in an abandoned apartment with her Vampire hunting mentor and the daughter of Dracula of all people. At first she was skeptical of Lilith's identity but once Lilith gave her, her life story Jubilee had no choice but to accept it. Blade simply asked what had caused her loss of control; Jubilee closed her eyes tightly and revealed what happened.

So now we find the three pondering their next course of action.

"Listen, you're a very powerful vampire-more powerful than I am- if I had to guess my father believes you're his mate." Lilith began as she gazed at Jubilee seriously. "I've been sneaking around New York since it was split in two. There is SHIELD everywhere and that's not including the Avengers. You're fighting an army and you are out-gunned and outnumbered, this is your reality."

"What's your point?" Jubilee bit out making Lilith hold up her hands to calm her down.

"My point is that you should marry my father." Lilith said making Jubilee look at her in shock as Blade crossed his arms and leaned on a nearby wall as he realized what Lilith was planning. "Marry him, and then just when he thinks he's won you over take everything away from him. His power, wealth, everything but his life, that is mine to take, then use that power to make sure your mate didn't suffer her fate for nothing."

"Are you insane? I can't marry fucking Dracula! There was only one person I would marry-"

"-And just how far would you go for her?" Lilith interrupted making Jubilee pause and clench her fists. "Are you really willing to let your mate's fate go un-avenged? There's no love in this. You simply say I do and take away from him everything."

"Blade…" Jubilee began as turned to her mentor.

"A very wise man once told me before I trained you, that you would be the one to bring some order to the Vampire race." Blade revealed making both her and Lilith's eyes widen. "This is your chance to do it. By replacing Dracula you can use your rule to change everything. The amount of lives you could save if this works is unimaginable. In the end, however, the choice is yours."

"What would your mate want?" Lilith questioned as Jubilee closed her eyes as she remembered Laura's smiling face.

["Live on."]

Jubilee opened her eyes when she remembered the words that Laura had mouthed to her before she was engulfed by the flames. Inwardly both Lilith and blade were impressed by the raw determination that was burning in her crimson orbs.

"Fine, I'll do it. I'll bring him down and give him to you." Jubilee said as she stood up. "Then, I'll fix Spider-man and kill Octavius, after that I'll hunt down Cyclops and his mutants and make them pay for harming Laura, and finally I'll unify my people. Though how am I supposed to contact Dracula?"

"If I know my father, don't worry, he'll contact you soon enough." Lilith answered before a smirk graced her lips she would finally be able to grasp her revenge. "Jubilation Lee, Vampire Queen. You have to admit that it at least has a ring. Isn't that right Blade?" Lilith questioned as she turned to the stoic hunter who simply snorted in amusement.

-With Ero and Spider-Man

BGM: In the Air Tonight-Nonpoint

"So it's finally come down to this." Ero murmured as she stared at Spider-Man while she shrugged off her jacket, revealing a crimson spider on the back of her tank top.

"You cannot hope to beat me; I am a more Superior Spider-Man than you could ever hope to be." Spider-Man said smugly making the woman scoff.

"You think just because you show a little less restraint that you're superior?" Ero drawled. "You want to be a dark Spider-Man? Fine, but since Kaine isn't here to teach you that lesson again…" The blonde smirked as she Saw Spider-Man flinch at the clone's name. "…It'll be up to me." (LIAG helpful Info: Kaine killed Doc Ock once.)

"Don't you dare look down upon me! I am the Superior Spider-Man!" Spider-Man roared as he dashed forward. He made it five steps before he was suddenly grabbed by his neck and lifted up off of his feet.

"And I'm the Original." Ero grinned as her eyes burned red as her body suddenly felt as if it was on fire. "Let me show you the power of Chaos!" Ero slammed the man into the ground, causing the earth to shatter underneath him. "So…that costume's armored?" Ero questioned curiously before she kicked the man across the street.

"Damn…" Spider-Man muttered as he struggled to his feet. He stood up just as Ero web-zipped to him and planted her foot firmly into his face.

-Meanwhile with Adriana-

"Damn it!" The Queen thought as she sat inside her cell. "Ero's fighting…her body cannot handle exerting too much power…Ero…do not overdo it…" Adriana thought in frustration as she rested a hand on her stomach. "Please."

-Back with Ero-

"Even the mask is armored…" Ero muttered as her eyes burned brighter while she glared down at Spider-Man. "Stand up." Ero ordered coldly and as the man struggled to get back up she place her foot on his face and cemented her foot to his head before using her leg to throw him into the side of a building. "Stand up."

"How am I so helpless against her!? Was she really this much stronger than Peter?" Spider-Man muttered before he felt someone choking him. "What!? How!?" Octavius wondered in confusion as Ero was still walking to him with her hand outstretched towards him. The man was being held by his neck by a black hand made entirely of spiders.

"That's a nice mask you have there." Ero drawled as she stood in front of Spider-Man. "Be careful, if you wear one mask for too long you mind find yourself lost in the persona."

"What kind of imbecile do you take me for?" Spider-Man questioned as he ripped himself free from the hand. Ten small talons appeared from the ends of each of his finger-tips as he dashed forward and attempted to deliver a vicious slash to the woman who simply side stepped away from him.

"A pretty big one if you still haven't learned that you can't hit me." Ero said simply as she kicked him in his back.

"Ah yes…your infernal Spider-Sense is much stronger than mine…" Spider-Man trailed off as he pressed the black Spider emblem on his chest. "Allow me to make it even stronger for you!" Spider-Man shouted sinisterly as he raised his hands towards Ero. The woman confused for a second before her head exploded in agony.

"AHHHHH!" Ero screamed as she fell to her knees. "Germs…birds…Octavius…EVERYTHING is setting my Spider-Sense off but how!?"

"Spider Jammers, I took the remains of the one that Stone created and added the technology to my own suit. That fool made the mistake of strengthening the Spider sense instead of removing it but the results appear to be more favorable this way." Spider-Man said with a short laugh as Ero continued to scream.

"H-How-"

"Am I not affected?" Spider-Man finished as he tilted his head. "A good mask."

BGM: END

"Damn him!" Ero thought angrily as Spider-Man continued to laugh.

"Such a shame, is that truly the limit to your power?"A voice whispered in her ear sending a shiver down her spine. As Ero screamed Hela appeared before her with a smirk and tilted Ero's head up with her index finger. Her touch burned the blonde but at the same time it made her feel stronger. "Only you can see me, so do not be concerned about that fool." Hela explained simply. That's it, feel the power course through your veins. Accept the chaos, the power, and use it to defeat your enemy. Show me your true self, the monster that you try so hard to hide." Hela finished this by giving Ero a kiss that burned her very soul.

-Web of Life-

BGM: Gods Bound by Rules- NieR soundtrack

Cassandra and Anansi frowned suddenly as Julia continued to rest.

"Anansi…I can no longer see the Other." The Eldest Madame Web stated tiredly as her body continued making the god sigh.

"It seems as though her body is overloading with chaos." Anansi said with a shrug making the older woman frown.

"That's suicide, she lacks a real body. The Spiders that make her up will be destroyed and there will be nothing left to anchor her soul."

"She's doing what has to be done. Like you." Anansi stated evenly.

"Octavius has caused so much suffering, how many more Spiders have to die before he is stopped?" Anansi sighed as he watched tears fall from his eldest followers blindfold.

"Remember, death is only the beginning." Anansi said reassuringly as he held her wrinkled hand in both of his hands. "You've done well. You have earned your rest old friend. I assume she's waking up?"

"Yes…and that means that it is my time to sleep…let both of them-"Cassandra paused for a second. "Let all Three of them know that I am proud of them and that I will always be watching down on them." Anansi chuckled as he glanced at a golden cocoon resting in one of the chairs.

"Of course Cassandra." Anansi said with a smile as she smiled. For the first time since she had met the god, he didn't call her a hatchling…her journey must have truly ended.

-Outskirts of New York-

Jessica released a sudden gasp as she forced herself up into a sitting position and began trembling. She held her face as the entirety of both of her eyes shined red as burning tears slid down her face. Her body shook with unrepressed sobs as a multitude of images continued to flash through her head.

-Web of Life-

The Great Weaver allowed himself to shed a few tears as he held the lifeless hand of his oldest follower.

-With Ero and Spider-Man

BGM: END

BGM: Papercut- Linkin Park

"What!?" Spider-Man shouted aghast as Ero stood up as her screams suddenly died out with a glare as her eyes seemed to have been replaced with crimson flames.

"That's it. Use the Chaos to block out the pain and focus your 'Spider-Sense' on your enemy. Show him the power of the Other that dared to live." Hela smirked sinisterly.

"This power…" Ero smirked as she clenched her right fist. At this point the burning of her body and mind had actually intensified to appoint where it became a well welcomed feeling of complete numbness. She felt as though she could be electrocuted by Thor and not feel anything at this point. Opening her right hand she activated a Mark of Kaine and smirked when her hand was engulfed by a green energy

"It's impossible for someone to shrug off that much pain. I shall call your bluff-"Octavius stopped mid-sentence as she grabbed her own face with the acidic hand causing her face to begin to burn.

"We all wear masks and the time comes when we cannot remove them without removing some of our own skin." Ero said as she ripped her face off revealing a pitch black face underneath it as her body was covered by a black hard substance making her appear as though she was covered by a demonic black armor.

"Andre Berthiaume." Spider-Man muttered as he watched the transformation in morbid fascination.

"Beautiful." Hela spoke up. "I'm afraid that I may have over stayed my welcome however, you are half of Spider-Man-half of Anansi's champion- And I cannot simply meddle in the affairs of another's champion for too long. We'll meet again though whether or not it will be in your body still needs to be seen." And with that Hela simply left.

"So you recognized the quote? I will miss you Octavius you were one of the few villains that could push my intelligence to new heights…but it is time that you moved on." Ero said coldly as countless Spiders suddenly swarmed the area. "I overloaded myself with Chaos, released my true form, and Adriana is nowhere to be found…this might just be my final fight." Cracking her neck, four black Spider legs ripped from her back. "Let's go. Arachnophobia" And with that Ero exploded into hundreds of spiders as the thousands upon thousands of spiders swarmed Octavius.

! Spider-Sense!

Spider-Man dodged to the side, only to be caught by a large black hand made of spiders as Ero's body suddenly exploded from the sea of Spiders next to him with her clawed hand aiming straight towards him. Spider-Man broke free and jumped over her as another large black hand appeared from the streets and attempted to grab him. The large arm aimed its palm at the man and Ero sprung out from it with her stingers ready.

"HAHAHAHAHHAHA!" Ero laughed hysterically as Spider-Man tried to run.

! Spider-Sense!

*BOOOOM*

Spider-Man barely dodged as Ero slammed into the ground with enough force to make it tremble. Spider-Man smirked as he saw that the woman's stingers were stuck in the ground and attempted to strike her down with her back turned.

*CRACK*

Spider-Man gasped as the armor began cracking as two black clawed hands ripped through Ero's back. Spider-Man watched din a silent horror as Ero shed her old body and dashed towards Spider-Man as her old body fell and reverted into hundreds of spiders.

"S-she's a monster!" Spider-Man thought frantically as he began dodging her slashes which began to gradually increase in speed.

"How fast are you? Chaotic Assault!" Soon each slash was accompanied by a black spike made of spider's erupting from the ground. "Faster…" Ero muttered as he strikes doubled in speed while Octavius did his best to keep up but it was ultimately too much for the villain as he was eventually speared though his shoulder by one of the legs on Ero's back. Ero slammed him downed and the Spiders began to crawl over his body. Ero straddle him and began to slam her fists in his face mercilessly.

"Stop! Please!" Octavius begged as he started to have flash backs of his abusive father and the bullies he face at school. Ero didn't let up and soon the trauma became too much for the villain as he suddenly snapped and with a startling show of strength he forced himself up and punched Ero with all of his might destroying her head…which quickly reformed but that was all he need to leap to his feet and swing away.

"You can't run you coward!" Ero roared as she began to pursue him only for her body to lock up in pain, sending her crashing to her knees. "Shit, if I keep going I really will die…is that all he can do? Run? He's not superior at all and never will be."

BGM: END

*CRACK*

Little by little, the exo-skeleton began to fall from her body as the Spiders dispersed back into the city. Ero fell face first into the pavement as her vision blurred. Before her eyes shut she could have sworn she saw Adriana running towards her with a young blonde following her.

"Peter…I failed…I'm sorry."

-Earlier: SHIELD Helicarrior: With Phantom-

"How may I help you dear?" Phantom questioned as he sat down in the interrogation room with his hands cuffed.

"That's Agent Hill to you." Maria said with a no nonsense tone.

"Fair enough." Phantom said with a shrug. "How may I help you?"

"I want you to tell me everything about your species." Maria said seriously making Phantom chuckle.

"Isn't that why you're allowing the Spider Slayer to walk around freely? He's supposed to be your spider expert."

"Alistair Smythe has agreed to overlook the…study…of the young woman you call Alice-"

"You mean the dissection?" Phantom interrupted coldly, it was only her years of training that stopped her from flinching at his accurate assumption. "Oh well sure, I see no harm in answering a few questions. As you may have noticed each of the members of my "Species" seems to just be a random group of individuals with Spider powers…that is not entirely the case."

"Oh really?" Maria questioned curiously.

"It's a mixture of both science and magic." Phantom began seriously making her raise an eyebrow. "Anansi-the Spider god- has tailored each of our powers personally. Think of my species as players of a grand chess game if you will. You have your pawns, such as the citizens of New York that transformed into Spiders during the events of Spider Island… and the higher rank you are the more complex your abilities are."

"I was under the assumption that Spider-Man acquired his powers via radioactive Spider bite." Maria pointed out making Phantom chuckle.

"Honestly Agent Hill, who do you think ordered the spider to bite him?" Phantom inquired making her widen her eyes slightly. "As I was saying my species are the pieces and the Web of Life is the board. The Web likes to protect its more important pieces which is why many of us have a 'Spider-sense'. Death for us is merely the beginning of our journeys. It is after our initial 'Death' that we find our true purposes and gain additional power to help us along the way."

"Like what Spider-Man did?"

"Exactly. You see Spider-Man is the 'King' in this game." Phantom laughed slightly as her look of disbelief. "I can understand your confusion-he is quite the character- but take a moment and forget about his joking personality and truly think of all of his feats. You have to admit, he has been quite influential."

"Somewhat." Maria begrudgingly conceded. "That's an understatement; his influence is at uncomfortable levels."

"It is also after death that some of us find our greatest enemies…ourselves." Phantom added making Maria frown.

"Ero?"

"Got it in one. Ero is an 'Other' for all intents and purposes she is Spider-Man just as much Spider-Man is. However, Spider-Man has done the impossible."

"Oh? And what is that?"

"You must first understand that "Others" are naturally our enemies. That means they can be heroes but in the end hate the one they come from no matter who they are. During times of crisis the Web of Life will make the Others actively seek out to become one again with who they spawn from and help them obtain Unity. Spider-Man, however, turned Ero into an ally with his bonds alone. I had to see it to believe it, but Ero truly held no hate towards Spider-Man. Now if you find yourself becoming a Madame Web the Web may speak to you when your life is near its end and you won't have to deal with an Other."

"The Web…speaks to you?" Maria asked skeptically.

"We are all the webs children, we are all born due events that the web has pre-determined. Each of us is literally born with a purpose. It is after we complete that purpose that we gain the greatest gift of all."

"And what gift is that?" Maria questioned as she pursed her lips.

"Free will." Phantom explained simply. She wasn't sure what she was expecting, but that wasn't it. She couldn't help but feel as though that sounded incredibly morbid. She was human; she really couldn't comprehend living without free will. Having your every action pre-determined? Part of her felt pity for them.

"So what is this Unity? It sounds important of this 'Web of Life' uses it to protect itself." Maria questioned as she gave the thief a calculating gaze.

"Unity is what it says. The two halves literally become one being with the strength of both along with more unique abilities as a gift from Anansi. These can range from turning into a giant Spider to something as simple as an eye color change."

"I'm assuming you have this then?"

"I would hope so considering that I'm over eighty years old." Phantom said dryly as she blinked in shock.

"You don't look a day over thirty."

"I age well." Phantom said with a shrug. "Anyway, two energies can give you the power to utilize the more advanced powers; Chaos and Tantra. The best ways to acquire both are either murder or sex respectively of course." Phantom then smirked. "You should also know that depending on which energy is used the transformation can be either really painful or…" Phantom trailed off.

"Or…?"

"Very…Very…pleasant." Phantom answered smoothly. "Let's see if I'm a murderer or a lover shall we?" Maria's hand started inching towards her gun as the man closed his eyes. When he opened them his once ice blue orbs were now blood red. "…and that's it. I'll let you know that that felt pretty good. I'm a lover not a fighter."

"It's not that impressive." Maria stated as she looked at him cautiously as he hung his head and muttered something about not having ever hearing that from a woman. "So if Spider-Man is this 'king' and I'm just going to guess that the Queen literally is the queen…" Maria trailed off making Phantom nod. "Why are you two trying to capture him then?"

"Because that man is not Spider-Man. If my knowledge is accurate then think of it as something similar to Spider-Woman, only instead of a Skrull it's Octavius." Phantom explained making the woman narrow her eyes.

"And why should I believe you when the Avengers don't? Not only do you work with a criminal like the Queen but you could just be using what happened to Spider-Woman as a way to manipulate her to your side."

"You're right you shouldn't believe me, but let me ask you something? Do you even know what it truly means to be used and manipulated?" Phantom questioned curiously as he stood up "Do you know why I am such a renowned thief from where I'm from? It's because I don't just steal tangible objects…I steal the intangible as well. I steal Loyalty, knowledge, and hearts. My unity is the most feared one of my time, let me show you why." Maria glared and stood up with her gun in her hand.

"Like hell-"Maria was cut off as her gun melted in her hand along with Phantom's restraints. What shocked her most though, was the wave of pure ecstasy that sent her crashing to her knees.

"Did you know that some species of Spiders use hypnosis to acquire mates?" Phantom questioned curiously as he raised her chin up with his free hand. "I can make you fall in love with me on a whim-and not like petty mind control either, but true love- I can then betray you in the worse way possible…" Phantom trailed off as he traced her lips with his thumb making her shudder. "And you will still love me."

"D-damn you…" Maria glared at him angrily making him chuckle.

"Darling I'm afraid I may have just stolen your heart." Phantom chuckled.

"I'll kill you for this." Maria swore and Phantom responded by placing the barrel of her gun at his head.

"Worse than you have tried, but just like them once our connection is forged you can do no harm to me, and the inverse is also true." Phantom explained as an image of Alpha-2099 flashed through his mind. "That's the power of love at its fullest my dear. Now do me a favor. Love, and release my Queen." Phantom ordered gently as he began walking away. He stopped suddenly and pulled off his mask. "I can't believe I almost forgot. Remember me." Phantom said simply before he captured her lips with his own before walking away leaving a fuming SHIELD agent behind her. What made it worse was that by walking away it meant that the lack of bullets being shot at him were entirely her fault.

-Minutes later: Helicarrior control room-

An invisible Phantom stood in the corner of the room as the SHIELD Operatives began to evacuate the room.

"Okay Robyn take this thing to the following coordinates, this helicarrior will never be seen again." Phantom said as he placed a finger to his ear.

["Sure thing Mr. Phantom!"]

"Thank you; also start my little fireworks show. A lot of pain happened today, but we will show them that Spiders are not to be messed with. Octavius thinks he has the upper hand, but come tomorrow tide of the war will change."

-The Queen's cell-

"I promise you as your Queen my dear Alice; you will get out of here alive. I'll be damned if I let these petty humans end your life." Adriana sent to the frightened young woman. SHIELD had been prepared there wasn't a single operative on board that had the insect gene for Adriana to exploit. "Trapped like an animal…if Juri were here I'd have to kill her to cease her laughter." Adriana thought in dismay as she placed her head in her hands. "If only I were at full power I would break out of this petty cage and destroy them all."

*Ah-hem*

Looking up at the sound of someone clearing their throat, Adriana found Maria standing with her arms crossed on the opposite side of the force field.

"What do you want?" The Queen asked as she stood up.

"In case you can't tell the Helicarrior is under attack." Maria said dryly as the alarms blared. "Listen your…companion…is taking over the base. I'm going to free you and you can go get that woman, but you do not harm any of the Agents is that understood?" The Queen wanted to demand where the hell the woman got the audacity to speak to her as if they were equals but forced it back and nodded her head. She had more important things to worry about than a few humans.

"Fine." Adriana muttered causing Maria to stare at for a bit longer as if she were unsure if she could really trust the not-just-self-proclaimed-Queen. "Listen if you are wondering if you can trust me, then stop. We both know I don't have time to waste killing a few monkeys."

"Fine." Maria said simply as she turned off the field, cursing as she did so. Her entire body felt as though it were moving by itself. If she had it her way she'd let the Queen rot in the cell. Adriana quickly brushed passed her and soon both women found themselves running down the hall. "Why are you trying to capture Spider-Man? What are your plans?"

"That coward Octavius thought he could dare impersonate my mate without repercussion." The Queen muttered with a glare.

"And by Mate, you mean Spider-Man?"

"Of course." The Queen scoffed making Maria roll her eyes.

"Well at least their stories match. Damn it, I am obviously being used…I should be more pissed off." Maria though before shaking her head with a sigh. "Screw it, I didn't believe in dissecting that young woman anyway at least that will be off of my conscience." The two eventually came to a new hallway and both started to run in different directions but before Maria got far, Adriana called out to her.

"Listen monkey, your kind has been getting on my last damned nerve but I do not live in debt." The Queen said coldly as she narrowed her eyes at the agent. "You have gained my favor, believe me I will not forget this…" The Queen said as she continued her trek. Maria frowned to herself before turning and continuing hers as well.

-Five minutes later-

The Queen quickly found where Alice was being held and blew the door down with a well-placed kick. Strolling in she quickly found the blonde strapped to a table.

"Hmph, so they panicked and left you here. Pathetic." The Queen said coldly as the frightened young woman turned to her in disbelief and made a sound of surprise. "They are gone, and you will not be harmed now free yourself we are leaving." The Queen ordered and Alice's metal restraints shook slightly before she ripped herself free. Nearly instantly she embraced the Queen as tears fell from her eyes. The Queen rubbed the bridge of her nose in annoyance at her actions. "She lacks common sense, let alone knowing how to fight."

Taking a deep breath, The Queen ordered the young woman to cover her ears. The blonde did so in confusion before the Queen released a terrible scream that shattered the nearby window causing various objects to begin flying out of it as it suddenly became a vacuum.

"Do not let go of me." The Queen ordered before picking the young woman up and rushing to the open window where she leapt from the helicarrior. As they fell Alice tightened her grip on the Queen. "Listen to me Alice." The Queen communicated gently as the blonde shut her eyes tight as tears slid down her face. "I am still too weak to release my true power, which means I need you to become that large Spider again and soften our landing."

["S-scared."]

"I know you are, but that's why I am putting my faith in you, something that I would normally ever do. Listen to me, from the moment I rested my eyes on you I knew you were a special young woman. That other side of yours is beautiful-it's your power be proud of it and release it." The Queen ordered softly. "I'll be right here with you, you will not be harmed again."

*CRACK*

Alice winced as she felt her body begin to shift.

"That's it; there you go no let it all out."

*CRACK*

"AHHHHHHHHH!" The Blonde screamed in pain as she transformed into a giant Spider.

"That's it!" The Queen encouraged with a small smile as she found herself lying on the back of the Spider. "Now I just have to locate Ero."

*KA-BOOOOM*

Adriana looked down at the city of New York in shock as a series of buildings exploded simultaneously causing them to burn. The Queen widened her eyes as she realized that the fires had actually made a pattern. Burning in the middle of New York…

…Was a giant flaming Spider emblem.

"Good show Phantom, good show." The Queen thought as she glanced back to the helicarrior that was leaving the city all together at amazing speeds. "Still how is this supposed to save Spider-Man's life?" Adriana wondered before bracing herself as they were about to land in the streets

*THOOOOM!*

The Queen leapt off of the Spider's back and almost instantly it reverted back into a now nude Alice.

"Ero's not too far from here." The Queen thought as she took off her cape and handed it to the woman. "Cover yourself up and follow me." The Queen ordered before stumbling slightly as a wave of pain hit her. "It's almost time…" Adriana thought painfully as she held her abdomen.

-SHIELD Helicarrior control room-

BGM: Honor for All (End Credits) - Jon & Daniel Licht Dishonored OST

"So you stayed behind after all?" Phantom inquired as he drew his blade and turned to see a grinning Spider Slayer behind him.

"Of course, I have the perfect opportunity to dissect a perfect specimen and figure out how to gain your power and strengthen it. I can prove that I can make a better Spider-Man!" The Spider-Slayer said sinisterly getting a chuckle from Phantom.

"Then by all means…" Phantom said as he gestured to himself. "En Garde." Smythe grinned viciously as he charged the man.

*CLANG!*

Phantom parried Smythe's claws effortlessly with his blade.

"I have to ask what the point of this is. Otto has already won! Spider-Man is dying as we speak and many of your allies are dead!"

"Isn't it obvious my dear boy?" Phantom questioned as he ducked under another slash and kick Smythe away from him. "It's always darkest before the dawn and to make stronger you have to destroy. This is the web's darkest hour so it's begun to destroy itself. However come tomorrow it will be stronger than it's ever been."

"Do you understand how idiotic you sound!?" Smythe shouted angrily as he failed to connect a blow. It had begun to become apparent that Phantom was not taking the fight seriously.

"Oh but it's true!" Phantom said enthusiastically. "This entire situation will be resolved by tomorrow's end. Sadly neither of us will be there to see it."

"What do you mean-"

"Everyone must play their parts." Phantom said from behind the man as his blade slashed through the back of Smythe's armor sending the man crashing down instantly. "I just destroyed the part of your armor that allowed you to walk didn't I? Please forgive me; my eye sight must be slipping in my old age." (LIAG Helpful Info: Smythe's armor is the only thing that allows him to walk, without it he uses a fancy wheel chair.)

"Bastard!"

"I'll have you know that my parents-actually never mind you are right." Phantom said with a shrug as he stood just out of range from Smythe's robotic spider arms. "The Web will be stronger than ever after day break, Either Through Ascension…."

-Web of Life-

"Where…where am I?" Julia muttered as her eyes opened. It didn't take long for her to recognize Anansi standing before her. "Anansi, I-"

"Relax hatchling I am not angry, in fact, I have never been more proud." Anansi said with a smile. Julia was about to reply when she noticed a golden cocoon shifting in one of the seats. After a few moments a hand ripped out of it causing blood to release from it as a young brown haired woman freed herself form her prison.

"Where the hell am I?" The woman muttered as she looked around with wide eyes as she used an arm to cover her breasts.

"Mayday?" Julia questioned in morbid curiosity. The fact that she was in a cocoon meant that she had sadly fallen in battle…but for her to reappear the web of all places confused Madame Web to no end.

"I would like you to meet one of the newest Madame Webs, Mayday Parker." Anansi grinned at the shocked red-head.

"So…what? I'm Madame Web now?" Mayday questioned in confusion. She never could get a grasp on how the picking up a mantle thing worked. "Does that mean April or Felicity are Spider Girl now or what?"

"You're not more concerned about the fact that you're alive." Julia deadpanned.

"I was just murdered by a man wearing my father's face after fighting said man alongside my mother-who just yesterday was making eggs and bacon I might add- only to wake up, happily alive, surrounded by allies. I'm just going to accept this curveball from life and move on thank you very much." Mayday ranted with her best poker face. Suddenly a chill went down Julia's Spine when she noticed that Cassandra was nowhere to be found.

"Where's Cassandra, Anansi?" Julia questioned, but before he could respond Jessica appeared in front of him in a red flash wearing the tattered remains of her costume.

"I am glad to see you figured out how to appear to me." Anansi smiled at Spider-Woman before turning back to a horrified Julia with a long sigh. "Her time has come to an end. Be proud you have caused her to have faith in your generation." Anansi said as he gestured to a very confused Jessica.

-With Phantom-

"…Resurrection…" Phantom continued as he leapt to the ceiling and aimed his blade down at a raging Smythe.

-East River-

Two figures sat on the bridge over the East River. One was a Blonde young woman with dark Skin, blue eyes, and blonde dread locks that reached her mid-back. The second figure was a young man with short blonde hair and light skin who had a pair of hazel eyes.

"How much longer?" The Woman questioned as she glanced under the bridge where two white cocoons of web were.

"Not much." And as if to prove his point a muscular brown arm ripped from one of the cocoons while a feminine arm ripped from the second.

"Shame, I was enjoying life." The woman said with a sad sigh.

"It won't be too bad, besides the web is in danger we just have to become one with once again and move on with our lives." The man said with a shrug.

-With Phantom-

"…Birth…"

-With Adriana-

The Queen, who had begun dragging the unconscious Ero behind her, suddenly fell to her knees in pain as Alice looked on in surprise.

"I-It's…hatching…" The Queen gasped out as she vomited blood as she held her stomach in agony while buildings burned behind her.

-With Phantom-

"Or finally, in your case Damnation. You see as soon as you put that Spider on your chest you became a pawn in The Great Weaver's game. Your sacrifice will be the thing that will allow Spider-Man to defeat Octavius." Phantom finished before leaping down at Smythe and stabbing his blade through the Slayers face. Phantom trembled as her felt his blood burn from the deed.

"I have equal amounts of Tantra and Chaos within my body; I have achieved equilibrium, this should be more than enough to buy my father one more day from Anansi…" Phantom thought as he glanced at his watch. "I just have to hold out until I reach the Altar…"

BGM: END

-Peter's Lab-

Chun-Li was not doing well at all. One of her team mates had been banished to hell and the other's lifespan was down to mere minutes if his thrashing were an indicator. She tried to calm him down with her chi but it did not help very much. She had to accept the fact that Peter was truly not going to make it.

["Chun-Li, you have become very powerful and I could not be prouder of you. I can tell you truly love your friends, but even I can tell how much you love Spider-Man. Be honest with him, life is too short to have regrets."]

That was what Ryu had told her when he had pulled them both to the side after the dinner where he was introduced to her new friends. The truth in his words scared her, so much so that she had spent the entire night focusing on perfect a new technique just to distract herself from the feelings he had unintentionally unearthed. If Peter was going to die, she'd be damned if he did so without knowing how she felt. So with a heavy heart she grasped his weak hand with both of hers and gazed down into his pain filled eyes.

"You are the strongest man I know, you do not deserve to die like this. If you don't survive the week…" Chun-Li began as she forced back some tears. "You need to know that I-I love you." She saw his eyes widen in astonishment even with the unimaginable pain he felt.

"C-c-chun-Li…I-"

*BEEEEEEEEEEEEEEEEEEEP*

BGM: Butterfly (Feat. Mimi Page) - Bassnectar

"Peter?" The fighter questioned fearfully as his eyes went blank, she shut her eyes angrily as she dropped his now limp hand. A myriad of emotions coursed through her body at once, but there was one that was the easiest for her to settle with so she grabbed on to that one.

Rage.

Pure unadulterated anger coursed through her veins at the unfairness of it all. Chun-Li stood up and began making her way out of the room; she didn't even acknowledge Juri who was leaning in the doorway. Juri was about to make a teasing comment when she noticed the look in her rival's eyes.

A look that she had once wore years ago when her parents were murdered. Juri grinned at the sight and wrapped an arm around the woman's neck in a friendly gesture.

"So where are we headed?" Juri questioned curiously as the Chinese woman continued to walk forward.

"I'm going to go find Octavius." Chun-Li said emotionlessly.

"And what will you do when you find him China girl?"

"Kill him." Chun-Li answered coldly making Juri's smirk widen.

"He's bound to have allies you know." Juri said with mock skepticism.

"Then I'll kill them too. Because of him I lost two of my closest friends in the span of a single day. He's not getting away with this." Chun-Li answered as they stood in the elevator. Juri was positively beaming at this point. She could use this. Use this chance to darken her rival's soul and make her an even more vicious opponent. Juri shuddered with glee at the thought of fighting a darker Chun-Li.

"Looks like I get to test this new eye out after all." Juri mused as she leaned back on the wall as the door closed. "[I wonder just how far she can fall from grace.]"

-Across town: Abandoned Warehouse-

"Ah my dearest Jubilation, you have sought me out after all…though I do not approve of your entourage." Dracula said as he gazed at Jubilee and Blade with crimson eyes as they were surrounded by dozens of vampires.

"My apologies Lord Dracula, but we have fought in the past. He is just here for my protection. Forgive me but this entire situation seems a little too good to be true." Jubilee smiled as Blade tensed prepared to fight the threatening Vampires.

"Oh?" Dracula questioned curiously.

"I mean just the other day I thought that I was hated by everyone, with no species of my own, and then you appear out of nowhere-a former enemy I might add- and give me the opportunity of a life time. My luck has never been that good." Dracula actually laughed at that and waved his vampires to stand down.

"I assure you this is no trick. The humans have wronged you countless times and I am offering you the chance to get even. You shall be my mate and then you shall gain your rightful place above the human cattle and let them realize just who they have wronged." Dracula stated as she smiled. "You will wed me, but first forgive me but I would like to see proof that you are serious about this."

"Is this proof enough?" Jubilee questioned as she pulled of her engagement ring. She stared at it for a moment with a slight frown before tossing it behind her, making the ancient vampire smile sinisterly.

"That trinket did not do your beauty any Justice. I shall have one of my subjects forge you one that will be a testament to your power. Come, my dear you and your…companion shall come with me. We have much to prepare for; we can be wed after the next lunar cycle."

"Forgive me my lord, but can we be wed tomorrow night I just want to forget and start a new chapter in my life." Jubilee questioned honestly surprising the vampire. The man barked out a laugh and nodded his head.

"If that is what you want. Let's go my children."

BGM: END

-Above the temple of the Great Weaver-

"Looks like I finally made it." Phantom mused as he leapt from on top of the Helicarrior. He had set it to self-destruct somewhere over the ocean with Robyn's help. "There it is…" The thief thought as he landed in a crouch in front of the temple. "The setting for my final Act."

*Rumble*

BGM: Emil (Sacrifice) - NieR Soundtrack

Phantom looked up in wonder as it began to rain. Even during his time he never once saw it rain at the temple.

"This is the end of my run…oh but what a wondrous run it was." Phantom chuckled as he stepped into the oddly empty temple. "Do not weep for me brother, we shall meet again." The soaked Phantom thought as he pushed the large stone doors open.

*BA-DUMP*

Phantom fell to his knees as he was hit by a wave of pain. Phantom ripped his mask off and began coughing up blood as his hands trembled.

"The Infinity formula is finally wearing off..." Phantom thought with a wince as he struggled back onto his feet and began to limp throughout the temple.

-?-

Peter stood in a sea of white as tears fell from his eyes as he stared at his uncle Ben who gave him a reassuring smile.

"It's time to go Pete, you had a good run. You have nothing to be ashamed about, you did your best." Uncle Ben comforted Peter as his loved.

"Daddy, we can finally be together!" A little red-haired girl giggled as she ran and leapt into her father's arms.

"It's time to come home son." Richard said as he wrapped an arm around his sobbing wife.

"Yeah…I guess it is." Peter said as a large gate opened up behind them showering them in a bright light. Peter held his daughter sadly and began to walk towards the light.

-With Phantom-

"GAHHH!" Phantom roared as he pushed the large doors open.

*THOOOM!*

A panting Phantom stepped into the altar room where he saw two rows of priestesses kneeling before him, creating a path towards the Altar where a crying Taran stood. Phantom stepped forward, but with his rapidly aging body he lost his balance and fell forward only to be caught by Felicia.

"I got you…" The woman choked out as she helped him forward.

"I was wondering if I would meet you mother…" Phantom chuckled as he neared the Altar. His blurry vision could barely make out the large spider statue.

"I'm so sorry." Felicia managed to say, greatly confusing the man.

"Why? I lived a beautiful life…a life like no other and I have you to thank for it. You raised me well." Phantom said simply but firmly as he fell to his knees. "And now it's time for me to move on to the next great adventure…and I know you'll be there with me every step of the way." Phantom smiled knowingly as he placed a hand on her stomach before turning to the statue.

"What do you want young hatchling?" Anansi questioned as he sat in front of the statue and stared down at the frail form of his brother.

"I would like to offer up my Tantric and Chaotic reserves along with the remainder of my life force." Phantom said with a withered voice as his mother shut her eyes in pain.

"For what purpose?" The Great Weaver implored.

"To give my father, who is trapped in Octavius's dying body- more time on Earth."

"Are you positive?"

"Yes, lord Anansi." Phantom answered firmly. It was then that two blue and red tendrils ripped from his body and into the Spider-god. Phantom tiredly pulled out his pocket watch one last time and smirked as the minute hand moved slightly passed the twelve.

"Ha! Take that brother, phantom has defied fate once again!" The thief thought before falling forward as his body was reduced to bones while the life left his ice blue eyes.

-?-

Peter was just about to step through the gate when he felt someone lift Mayday from his arms. Peter blinked in shock as a young Phantom held the girl in his arms.

"Come now, big sister, father still has things he needs to do. You wouldn't want to make our mothers said would you?" Phantom questioned the red head curiously who looked down sadly.

"No…but…I miss him."

"As do I, but we'll see him eventually. Now come on let's play." When the last word passed his lips he sat the girl down and turned into a toddler than was just shorter than her. That cheered her up and she quickly grabbed his hand with a smile and ran back through the gates. Peter watched on in shock as the gates closed before everything exploded in light.

-Peter's Lab-

BGM: END

Peter released a gasp as his eyes snapped open.

["Mister Spider-Man! You're alive! I knew you would come back in the name of Justice!"] Peter wasn't sure but he actually thought the little AI was attempting to cry.

"Not…not yet." Peter panted as he struggled to sit up. "Robyn, where is Phantom?"

["He passed on."] It never ceased to amaze Peter how human the AI was; he could actually hear sadness in her voice. ["He did leave a message for you though. Would you like me to play it?"]

"That would be nice Robyn." Peter said tiredly as he placed his face in his hands. He had never been more stressed than he had at this point. A second later a hologram of Phantom appeared in front of him with his arms crossed.

BGM: End of My Journey- John Dreamer

"If you are watching this father, then my Journey has come to an end." Phantom began wistfully. "Listen, to me-do not weep. Do not be saddened by my departure. Rejoice. Rejoice in knowing that I made a difference."

-Web of Life-

Rejoice in knowing that there is now a much stronger Web on your side. Filled with individuals prepared to shoulder more responsibility solely for you.

The three Madame Webs conversed as they sat in the chairs before seemingly coming to a consensus. Mayday was the first to stand up she was now wearing a red pant suit and a pair of red frameless sun glasses. She nodded her head once before standing up and fading away. Soon Julia followed suit and all that remained was Jessica.

The former Spider-Woman looked down at her apparel with a sigh. She was wearing a long red silk dress that hugged her curves in all of the right places. On the front was a large white Spider-emblem. The fact that her predecessors old outfit fit her perfectly was a testament to just how far Anansi had planned. Releasing a second sigh she closed her eyes an slowly tied a crimson silk blindfold around her eyes and leaned back in her chair and rested her chin on her fist as she contemplated the next move.

-East River-

Rejoice in knowing that there will always be young Spider-Men and Women prepared to uphold the mantle of the Web's Champion.

An older looking Miles slipped on the shirt of Peter's black Suit quietly before grabbing the mask and turning to an older Anya who was currently wearing Julia's old Spider-Woman costume. They both shared a determined look and nodded their heads as they placed on their respective masks. They turned to a smiling Julia who nodded her head in acceptance before fading away.

Rejoice in knowing that there will always be people willing to make the ultimate Sacrifice for both you and the greater good.

The two glanced behind them before swinging off at a much greater pace than they have ever achieved before, leaving behind two deceased blondes who both had a smile on their face before their bodies slowly broke down into many deceased spiders that were soon swarmed by white doves.

-With the Queen-

Rejoice in knowing that should the Web's King and Queen fall, there will be someone ready to sit at the throne.

The Queen screamed in agony as the multi-colored energy that burned in her eyes slowly turned golden as tears fell from her eyes as Alice looked on in horror.

-Adriana's Mind-scape-

The Queen looked on with wide eyes as she looked up at as massive shadow that was easily three times the size of Alice's Spider form. It had four blazing crimson eyes and on the shadowy figures forehead there was a simple blue gem that shined with an intensity that the Queen had never seen before.

-Hell-

Rejoice in knowing that you have Allies that are willing to literally go to Hell and back for you.

It could have been hours or eons. Talon truthfully couldn't tell how long she had been walking through the fiery pits of hell. She had swam through oceans of blood, been baptized with fire as she fought legions of demons, but her mind had never lost its goal to get back to those she had left behind. She kept telling herself that if Logan could survive then so should she.

As she walked she came across a woman, who actually looked a lot like her only a bit older with –what she could make out- deep blue eyes. The woman was speared to a wall and about to be mauled by hellhounds. The rational part of her had said to leave the woman because if she was in hell, she had done something to deserve it anyway. The heroic side of her, however, won out and Talon charged forward with her talons ready unknowingly about to gain an ally that would change her life forever.

-With Juri and Chun-Li-

Rejoice in knowing that there are allies you don't even know of yet looking after those who so whole heartedly follow you.

As Juri and Chun-Li ran to where they had suddenly heard the ear splitting scream of the Queen, an Eagle simply flew above them with Chun-Li's concerned face reflecting in its eye.

-MJ's Mindscape-

Rejoice in knowing that there are some the love you so much that they are willing to give up said love just to help you.

MJ gritted her teeth as she slammed into the ground and rolled away just in time to dodge a knife that was thrown with so much force it buried itself into the ground to its hilt. MJ wiped blood from her lip as she glared at an impassive Sonja who was walk towards her as her Hyrkanian blade was engulfed with a yellow aura. With a roar MJ extended her hand confusing Sonja greatly, at least until a familiar demonic gauntlet flew out and attached itself to the young woman.

MJ shuddered as the metal spread over her like a symbiote as the red crystal within the gauntlet shone brighter. It was long before MJ found herself covered in a very demonic and very skimpy suit of armor that left practically nothing to the imagination. MJ grunted and two large demonic wings ripped from her back as she grabbed her vibranium sword with her right hand. The metal from the armor spread onto the blade and gave it a more jagged edge as a yellow scimitar appeared in her left. With a mighty flap, MJ blasted forward at the wide eyed Sonja.

-Deep Space-

Rejoice knowing that you have allies that will traverse the stars to bring you an army.

Julia was currently explaining the situation on Earth to a tall orange Alien. He had two emerald eyes that were filled with nothing but pure wisdom and both of his hands had four long clawed fingers. He was currently dressed in a dark blue and red gown that had a large black spider-emblem. The Alien simply placed a hand on her shoulder and smiled warmly before giving her a nod where hundreds of various alien species wearing various Spider-Man costumes cheered.

(LIAG Helpful Info. Father Spider is the leader of the Galactic Alliance of Spider-Men. They are basically a Spider-Man version of the Green Lantern Corps. Together they protect over a hundred thousand worlds and are allies with Spider-Man.

-New York Hospital: A little over one year earlier-

Rejoice knowing that you have allies that will bend time and rules set by gods in order to help you.

As a doctor came to inform a married Peter and Mary Jane that their child was sadly stillborn. Mayday stood on the roof of the building a bundle of cloth in her arms. The young woman gave a tired smile before her eyes shone red. Inside the bundle was an unmoving infant with light red hair that was bathed in a red aura. Mayday faded away with the infant opened its light blue eyes that were so similar to the ones of the woman holding her before it began to cry.

-New York: Year 2099-

But most of all Rejoice that because of you and those who care for you…there will be a brighter future…

Miguel smiled as he held Chun-Li II in his arms as they looked out at the city of New York. It was much more peaceful and gave no feelings of oppression. Alchemax was still there, but instead of being a symbol of power it had become a symbol of hope for humanity.

-Peter's Lab-

"…and I shall meet you there, father. Phantom out." And with that Phantom faded out of Peter's like with the grace that he had entered it with.

BGM: END

"Peter…" A voice muttered making Peter turn to the downed form of Carol who had now opened her eyes and stared blankly at the ceiling. "Tomorrow, it ends I promise you that. Then I will make sure that you never suffer again. You've earned your rest."

"Carol, you can't promise something like that-"

"Of course I can, I'm your hero-I promised you that- let me save you…but not now I can't move." Carol muttered and despite everything, all the pain and anguish…

Peter laughed and let himself believe her even as tears poured down his face.

To be continued…

Next Chapter: Act IV: Will of Infinity

Current Death Toll: 10 (I am not counting resurrections.)

Power Levels:

Chun-Li: 80%

Talon: 33%

Spider-Man: 0.00000000000000000000000002%

Omake: Rise of the Queens

Power

Sonja leapt back just in time to dodge a power slash that would have cut her in half. The two red heads glared at each other, their bond all but destroyed. On Sonja's forehead was a crimson gem, her power had increased exponentially but not even that was able to deter the woman she considered a daughter. Inwardly, Sonja realized that the strange gem on her forehead would soon find a more suitable host…

…Sonja could repress the grin that split her face as a surge of pride ripped through her.

Space

"That purple gem…floating in the vacuum of space…it keeps appearing to me, calling for my help." Carol thought in confusion before glancing over at Peter before clenching her fists. "I'll go after it tomorrow." Carol swore to herself before closing her eyes to get some much needed rest.

Soul

"Wait!"

"Why are you still following me?" Talon questioned coldly as she glanced back at the woman she saved as they traversed a path of pure brimstone.

"I can get us out of here." The woman said making Talon freeze and glance back with a glare. Turns out that the woman she had saved was indeed one of the many enemies of the X-men and she had every reason not to trust her. "A long time ago a found a strange green gem that could control souls but before I could utilize it with my powers Mephisto stole it from me. If we can retrieve it, we can escape, I'll even give you the damn rock afterwards, I just want to be free." Talon stared at her for a moment before reluctantly nodding

"Fine. Let's go find Mephisto's lair…Black Queen."

"I do believe you have earned the right to call me Selene." The woman said looking amused before she and Talon continued their journey through Hell.

"I'm coming Jubilee." Talon thought as she looked at her ring.

Reality

"Have you found a suitable stone?" Dracula inquired as he embraced Jubilee as she stared at all of his gems.

"This one, it feels as though it's calling out to me. Just please don't cut the stone" Jubilee answered as she picked up a simple yellow stone.

"I'll have it crafted into a suitable ring immediately." Dracula said with a smile as he handed it to one of his servants before turning into a bat and flying away. Jubilee clenched her fists as she watched him fly away.

"I swear…I will change this reality."

Mind

"I'll ask you once, are you human or are you spider?" The giant shadow roared as it stepped towards the queen revealing it to be the creature she had transformed into when she attempted to take over New York during the events of Spider- Island.

"Isn't it obvious?" The Queen drawled with a smirk as she watched the blue gem on its forehead with slight interest while golden colored energy began to pour from her eyes. "I am your Queen you magnificent creature."

Time

*BEEEEEEEEEP*

The heart monitor flat-lined as a frail Kiden limped from her room.

"I'm coming Laura, wait for me."

As she stumbled and limped she froze suddenly as she found herself standing in No Time. She looked at her multicolored surroundings in shock as an orange gem floated before her. Kiden had to cover her eyes as it suddenly bust into a bright light and when the light died down she watched with wide eyes as there were now two new inhabitants to her personal dimension.

One was a little brown haired girl with pigtails that she quickly recognized as herself when she was younger and the other was an elderly woman with short silver hair that resembled her greatly. Both of them had identical orange gems in their forehead.

"You've finally come…" The little girl smiled happily.

"…now we can begin." The old woman finished coldly.

BGM: END

OMAKE: END

Were any of you able to catch just why Alpha couldn't kill Phantom? That'll give you an idea of how much of a detailed reader you are.

Where are many of the Capcom Characters? You'll find out next chapter!

Why did Talon only refer to Jubilee? She has no idea how much time has passed and only Jubilee has a definite chance of being alive.

What the Hell is Deadpool doing? You'll find out soon.

How many Acts are there? I'm going for Five and an epilogue.

Also Jimmy vs. Magneto was the most realistic fight in this fic. Arrogance causes death. Simple as that.

Time for Reviews Hot damn, I didn't expect that many people with accounts to review! O_o.

-Note that I'm only responding to the previous chapter's reviews and those with accounts. I'm deleting the note and replacing it with this chapter which is why I said not to review the AN-

Ultimate-Zelda-fan: Oh I think I can think of a few ways to make this just a little more epic.

Auron187: Truthfully I hate the IQ drop, I'm at least trying to play it off in my fic as Stubbornness or unwilling to accept that it happened. It's not much better but it's something. As for the DBZA –shrugs- it was mainly a shout out if anything. Besides it was a chance to show that Ero still had her tendencies to be a Bitch.

Fablesrogue: You have gained my undying respect for this account. I'm still pondering what to do with Hope but she'll at least get a cameo if anything.

Remnant of the Thirteen Primes: If you were a woman and anywhere within arm's reach right now I would kiss you. I try to make it easy to follow for everyone so I throw in as much knowledge of the Marvel-verse so that people can not only read this fic but also take their knowledge on to other fics. I try to do the same with the Capcom sometimes, but honestly I'm just one person. When it comes to Capcom I hope people understand how to use Google, I'll try to help but it won't be solid.

The Uncanny X-Fan: Spidey's Power is going to be very great so he'll level a lot slower to keep it balanced for a bit longer.

Wiggles-n-stuff: Start plotting a new funeral for Cassandra and Phantom. One of these days I shall find out where the hell that stick is and when I do I'm going to go kick some ass. Thanks for the review bro and I told you this was going to be long as hell.

Lord Edric: Full power Spidey won't even need them. Why cheat the game when you can create it? I hope you enjoyed this chapter as well.

Coppa-Cola: That show had one of the catchiest openings ever.

Rider Paladin: Thanks for the review. I hope this answers more of your questions and let's just say more Spiders are still coming now that the Madame Webs are all healthy. Will Parker live this time? Well *Spoiler* I hope that helps.

TidusFFX1997: This story probably has around ten chapters left in it if I had to guess. Thanks I'll try to keep up the good work!

Arrankor: Thanks bro!

John doe: well…here's more, a lot more. Iron Man and Cap do have a tendency to do that don't they? Peter being stronger than Binary Carol was a terrible understatement and I apologize.

Starter: The end of this arc is coming quick! Get ready!

Sh8ad8ow: I hope this kept you entertained!

Crow667: Ass shall be kicked.

Ferpet: Is she in trouble or is SpOck? Thanks for the review bro!

GumGumOnigiri: I second that notion about Ock. Thanks for sticking around this long!

ShadowBloodedge9396: I'll make you break your oath again. Cause if you thought they were going to destroy him before, the new Web will annihilate him.

Thebestoftherest: Lol thanks for the review!

AJ Lexie: :P hey how is that pic coming by the way?

Dragonskyt: I hope you still feel that way after this chapter. Oh don't worry about DP, he's going to blow your mind soon enough. I did my best!

Kingnapo92: -Bows- I will get started on the next ME chapter tomorrow!

The New Creed: You can use my Avatar for the shrine O_o

AthanMortis: Well it was easier, even though I had to re-write parts of it like twice, but it was also much longer. To be honest this chapter is a fic in itself. This whole damn arc could be a book.

Gravitate: I can't even respond to everything you wrote in that epic review so I'll say this. Everyone you want to see harmed will be by the end of the next chapter. Thanks for the gods gifting me comment that made me laugh for a long time. There is a legit Army of Spider people in the Marvel Universe.

Z2010Deadmeat: Well my dream is to be a writer and have at least one person truly enjoy what I put out. However since I don't need a degree to be an author there's no telling what Job I'll get as a plan B. Probably an Accountant or something. Yes I'm afraid my entire Alpha arc was to be able to make a more mature and more competent Andy in the most convoluted way possible. The X7 effect has literally just destroyed the SSM arc with this chapter.

Harbinger Of Kaos: Like I said not adding it would be bad story telling. It's a weapon, she has used the weapon, and she can grab any weapons she has used. Not adding it would just be dumb. Besides I have something planned for her.

ScallierMetal: I'm sorry to hear about your situation at home XD. Also I know that feel about exams T_T. Thanks for reading it though anyway!.

TheStorySearcher: Truth be told I thought it was obvious lol. Thanks for the review!

The Astonishing Spider-Fan: Here's the next one.

Read and Review

~RebukeX7