A/N: Part 2 of the big battle is about to commence, and Mysterio has just had some major damage done to him by Spider-Boy, Penny, and Elsa, not to mention that crack in his helmet has grown. Now Spider-Boy and Penny are aboard the mother-ship. Enjoy!

(Normal POV)

(Start Playing 'Duel of the Fates' by John Williams as you read part 2 of the battle sequence)

All the guards that were guarding the mother-ship were now dead or unconscious thanks to Spider-Boy and Penny's doubled efforts to take them out. The only downside was that Spider-Boy's suit ended up taking a lot of damage, now only one arm was covered by one of the sleeves of the suit, the spider symbol on the front was barely visible due to tears in the fabric and smoke damage due to an explosion of one of the fighters blowing up, and half his mask got shredded up. Spider-Boy ended up throwing the mask away out the airlock.

"Heh, I have several others" Sherman said before he walked into a large chamber with Penny following him on the glider.

"Woah, that thing looks bigger than the Chrysler Building" Penny said in awe of the giant red crystal that glowed in the center of the room itself.

"That must be what controls all the other soldiers and keeps them alive. Try to find a destruction mechanism or something" Sherman suggested.

"You won't have enough time, because you'll be too busy dealing with me" a distorted voice said. Penny and Sherman look behind them to see Mysterio looking extremely damaged.

"Penny, can you deal with the crystal while I handle Mysterio?" asked Sherman.

"You know it, I've got enough bombs and detonators in my belt and glider to do the job" Penny nodded reassuring Sherman. Penny then went inside the crystal chamber and slammed her hand on a red button on the wall that activated the locking mechanism on the door and a large sliding metal door with no windows shut Penny in the room.

"Looks like you couldn't take a hint, I mean look at you, you're a walking scrap pile" Sherman mocked Mysterio pointing at the condition of his armor.

"Your suit isn't exactly a visual picnic itself. My soldiers really did a number on you didn't they?" Mysterio said in a sinister joking manner.

"Well it looks like we're both gonna be getting trashed some more, huh?" Sherman asked rhetorically taking a fighting stance.

"Only you shall be dead. I still have many powers at my disposal and you still have yet to see them" Mysterio said as the middle of his mechanical forearm began to glow green and the glow went all the way up into his fingertips and tried to shoot the energy at Sherman, but his spider senses allowed him to dodge it and the energy beam left a smoking dent on the door.

"What was that?" Penny asked through the other side of the door.

"Uh, nothing! Don't worry, sweetheart" Sherman said climbing the door's wall and shooting a strand of webbing at an alien fighter unit off a rack that was on the wall for enemy fighters and yanked it off the rack to try to destroy Mysterio. It landed on his opponent, but it ended levitating off him using telekinesis, which was really magnets hidden in his palms that he could use in a regular or reverse effect.

"Ha! You call yourself a magician? You just gave away one of your tricks!" shouted Sherman said as he sneaked up on Mysterio while he was trying to lift the fighter off himself and punched him in the metal abdomen section and dented them.

"Your inferior insect powers are no match for my magics" Mysterio said using his magnetic abilities to toss the fighter at Sherman but he jumped over it and landed on his feet.

"Magic is only an illusion!" shouted Sherman as he charged at Mysterio and knocked into him, which forced them both out the airlock and on top of the Pillar.

Meanwhile, inside the crystal chamber, Penny finally placed enough charges on the crystal and typed in a special access code on the larger charge on the front of the crystal. And they all had a red light blinking on them.

"Now I'm glad Sherman saved this armor after Hayden's funeral" Penny said before pressing the button on the wall and opened up the door.

"My work here is done" Penny said before flying off the ship and back to the top of the Pillar.

"Sherman!" she shouted once she saw Sherman get kicked in the ankle by Mysterio which made him shout in excruciating pain.

"Just go! I'll be fine! Worry about the others!" Sherman said as he got up trying to balance on his bent and out-of-place ankle.

"It hurts doesn't it? Injured knowing you're going to fail saving your planet. Some mighty defender you are" Mysterio said stomping on Sherman's ankle.

"Ahhhhhhhhhhh!" Sherman screamed trying to hold back tears but three tears fell down his eyes, Sherman knelt down in pain but then chuckled and looked back up at Mysterio smiling with tears staining his face.

"Oh yeah? Well you're the one who failed to realize that your whole armada is about to blow up in your face" Sherman said with a smirk. Mysterio then looked up to see the mother-ship blowing up and so where the other ships that were following him. Every single one of them were falling to the ground and exploding.

"NO! What is this!?" Mysterio shouted.

"That fight on the ship was just a distraction to allow Penny enough time to plant the charges on that large power crystal and blow the whole thing up" Sherman said now running on his limp ankle to punch Mysterio and break his helmet some more.

Back on the battlefield below, all the Agragorian soldiers were surrounded by red lightning for a short amount of time before falling to the ground dead.

"What's happening? Why is this happening!?" Elsa asked.

"Whatever was giving them their power has been destroyed" 2099 Spider-Boy said before punching one limp alien soldier in the face and making it fall to the floor dead.

"We did it!" Spider-Girl said in happiness before everyone was cheering over and over again.

(You can stop playing the song now)

"Don't go planning a celebration party just yet" Penny said landing her glider on the ground.

"Sherman's still dealing with Mysterio, I don't know how much longer he can hold his own against him" Penny said worried.

"Is he hurt?" Iron-Spider asked.

"Mysterio broke his ankle. He has the upper hand now against him even though his armies are gone" Penny said.

"We have to go up there and help him" Elsa said trying to walk up to the Pillar, but Noir Spider-Boy raised his arm to block her.

"No, we'll handle him" he said.

"It's the least we can do after what he did to help us take out these mindless drones" Scarlet-Spider said.

"Are you sure?" asked Penny.

"Trust us, Penny. We've been known to do things that seem impossible to others" Spider-Girl said.

"Come on then, boys. Let's take out a bad guy" 2099 Spider-Boy said running towards the Pillar and the others following him.

A/N: Part 2 is finished! When part 3 comes up, it's gonna be all the Spider-Boys vs Mysterio, even the original Spider-Boy (Hey, just because he has a broken ankle doesn't mean he can't still fight the bad guy. There's a world to save!) hope you guys are excited for it. Please review, thanks!