Spider-Man, and the others, are owned by Marvel and Stan Lee.

Loonatics Unleashed, and the others, are owned by WB.

Chapter 17:

Acmegeddon, Part 2

"My brother will exterminate anyone close to me." Zadavia said to the rest of the team. Giving them a heads up over what may happen to them.

"Your brother, eh? I thought something about that big guy looked familiar." Ace said while rubbing his chin with his right index finger. The blonde female didn't want to tell them anymore, but if she had to they needed a better place to talk.

"I will explain everything back at headquarters. If we do not act soon, Acmetropolis will be destroyed." She said to them and they all headed back at headquarters on foot. As they ran it was the web-head that remembered something this time.

"Guys, remember when I said that I wanted to give your guys' suit's a once over?" Peter questioned as they headed over there, and the animal humans all nodded about that; it happened shortly after their vacation of Mastermind, but they wanted to know why that was important. "I personally installed web shooters in your suits and your belt holds extra cartridges." He informed them, and that caught them off guard.

"So, we can swing like you?" Ace questioned since that idea always seemed pretty cool to do. That comment brought out a comical moment from the spider.

"All but Zadavia so you'll have to carry her, long-ears." He said to him and saw a blush form on his currently yellow fur, and her yellow skin. "Come on guys, follow me." He added and with a running start he swung off with Lexi, Tech, and Slam following him. Gifted with flight Rev didn't need that option, but as for Ace he had to give Zadavia a piggyback swinging ride to their base.

"So, chief do we wait for you to spill the beans, or do we wait until duck winds up as your brother's main course?" Ace offered when they got back to their base by web, and into the fully restored meeting room.

"This is my home the planet - Freeling. It is over six hundred parcects away from your own galaxy." She started after showing them a holo-image of planet of two shades of purple and three moons. "I was born into the royal family. My brother and I were groomed to rule Feeling together, but it was not to be." She explained and showed them a file that she kept with her as a reminder.

"My fellow Frelangians, now that we have the power of one-dimensional transport. We should use this power to explore strange new worlds, to seek out new life, and new civilizations, and then conquer them all." A younger Optimatus said to a group of people of the same race, and ended in an evil smile.

"No. My brother calls for a perpetual war. One that will bring shame to our people, and ruin to our planet." A younger Zadavia said to them, ending their discussions.

"The council agrees with Zadavia." An elderly man said with a group of six others nodding 'yes' to his statement. "Optimatus, we will hear no more talk of conquest." He added to the young purple haired gent in the hovering pedistal.

"Yes, the time for talk is over." The younger one said making the others around him think that he had given up. Back at the base Zadavia decided to shorten it since their time was short.

"Optimatus would not let the rule of law stand in his way. First he kidnapped the High Council, then fearing I would lead a revolt against him - he came after me." She said to them while showing a group of five green machine men surround the elderly men, and then another group of robo-soldiers with her brother came down to a corridor, and he spotted her. "Optimatus would not rest until I was under his control. As I was making my get away he was accidentally caught in the heat of the exhaust. I was truly sorry, but couldn't afford to turn around - too much was at stake." She informed them even though she knew they knew that already.

'Pretty rough.' Peter thought as he saw her blast down his four bots, and what happened to him before listening to what else she had to say about this.

"I used one of Optimatus' own wormhole generators to escape to Acmetropolis. I thought I left no trace for him to follow." She said as she displayed her under water base and herself watching over Acmetropolis. "But I was wrong." She added sadly and continued her explanation, "Somehow my brother found me. He sent a meteor hurtling toward Acmetropolis; he did not care who else might suffer - eliminating me was all that mattered to him." The team saw a red/black ship, and a falling rock.

'Someone is in need for some serious councling.' Peter thought since he knew that none of the villians were stupid enough to throw a rock to their home world, or at the very least didn't have the tech for such a feat.

"I was able to slow down the meteor - saving Acmetropolis from destruction. Still the impact threw your world off it's axis and released a strange radiation which of course gave you your powers." She told and the team saw how the first one only gave them their powers: through a laser defense.

"So, basically by coming here to get away from your brother your responsible for creating these super villains." Lexi said, pointing out the worst, and not the good; Peter was about to say something, but Zadavia beat him to it.

"There were a number of unexpected side effects, such as the seventh member of the team." She said back and saw the fellow female turn to the spider, and saw that Lexi felt a little bad, but the founder carried on. "I have been scanning your solar system for signs of Optimatus then I found this - a small planetoid approaching the asteroid belt." She explained to them while showing images of a more current system and time.

"So, big brother is on that rock?" Ace questioned to her even though he, and the others, already knew the answer to that one.

"Yes, and it is most likely where we will find Duck." She said to him since she knew her brother's hunting style. Another intergalactic mission sounded good, but Tech decided to give them a reason to wait a while.

"If we take the Loonaporter I will have to install hyper drive boosters." The green one said to the others. The founder of the team only smiled at one of the brainiacs since he was always thinking.

"That's alright, Tech. We'll use my ship." Zadavia said to them and was able to move a section of their communication room up to show a rather large white ship just outside the sphere. "It has warp light speed capability, able to cross the solar system in a matter of moments." She told them like she was trying to sell it to them.

"Hey, you've been holding out on us." Ace said to her in praise as he and five others went over to the ship. "Now, let's go get our duck." He added when they were all inside, but after a quick scan Lexi asked a sort of important question.

"Guys where's Spider-Man?" She questioned and that was when they all heard something inside their home. The six were about to rush in, but when they got to the edge they saw that Peter had transported his armor from his storage room to their communication room.

"Sorry for the wait, just thought this needed my cooler suit." He said to them while walking in with his helmet in hand. When the team got into position they took flight.

"Okay. Now, let's go get our duck." The lead bunny said while flying off. On the planetoid was the porting member of the team, just now getting on his feet from his fainting spell.

"Bwah-ha-ha." He exclaimed when he woke with a groan and saw a great big purple and green planet in front of him. "I've got to stop watching old Scifi movie before bedtime." The mallard to himself, not knowing of the four sets of eyes until one pair spoke.

"Aw, poor duckie, have a bad dweam." Mastermind said in a baby-like way which caused the duck to go from sitting with his back to them to facing them with his feet on the ground.

"Wait, it's all coming back to me. The jail break, and you. You stole my powers!" Duck said and exclaimed to them and then he tried to grab Sypher since he remembered that his powers had a reverse switch, but Drake countered with the stolen porting power. As he was trying to grab the drainer he was attacked from behind and took a tumble.

"What an annoying creature." The villain of the hour - Optimatus said with bright glowing hands. The others were smiling since they were hoping for a one-sided blood bath.

"Are you going to get rid of him now?" Mallory questioned since she knew the fewer allies that Tech had the easier it was for her to beat him.

"In a painful way?" Massive questioned since the duck he really didn't care much for.

"And can we watch?" Weathervane questioned to him since she would really enjoy seeing the Misty fan-boy being slapped around.

"Gee, thanks a lot, losers." Duck said when he got back to his feet even though he knew that his comment went unheard. The four of them were not expecting for him to still be mad for what they couldn't do.

"Your lucky I annihilate all of you for your incompetence." He said to them harshly and added, "Perhaps I should have left you to Zadavia." The name of his founder got the duck's attention.

"What's Zadavia got to do with this?" He questioned while walking over to them. He may have done things for glory, but by the look of this guy he intended to harm her, and he couldn't have that.

"She is my sister." He answered to Loonatic orange in a serious tone.

"Sister? She's your sister?" Duck questioned in disbelief wondering how a beauty such as Zadavia would have someone like him as kin. "And" He said between gasps and added, "Again." At the end. The tallest of the five had a gut feeling that the ones he chose couldn't guard a rotting corpse from vultures he had a different idea.

"Since these simpletons cannot do the job I will have one of my Opti-Forces look after you instead." The older brother of his boss sad to him. He had personally built these men to handle anything, so dealing with such a creature would be an easy task for them.

"Fine. Hey!" Duck said at first laid back, but then serious once he felt a Gatling gun with three barrels on his head. When the mallard turned to face it he saw a green armored robot pointing its gun at him.

"Come with me or be eliminated." The robot stated with its gun still at the duck's head.

"Bwah-ha-ha!" Duck screeched in fear with his hands in the surrender position. As he was being toed away the others were closing in fast on his location with Ace in the driver's seat.

"Hey, how do you steer this thing?" The yellow furred rabbit said to his boss, who was standing right behind him. The ride was smooth, but he still felt like asking such a thing.

"This one controls your speed, and this controls direction." She answered to him while pointing to the sphere to the left side of the chair first and then the one to the right side of the chair. He put his hands on both and gave them a shot, and as soon as he started moving the ship he instantly loved it.

"You know these babies could put the steering wheel out of business." The rabbit said while looking up at his boss' smiling face. 'Man, she's got a great smile.' He thought as he saw it and added, 'Easy, Ace, best stay focused.' He then looked back up at her and finished, 'For now.' On the lower section of the bridge one of them saw a familiar device on the console.

"Fascinating." Tech said when he compared a black, yellow, and red device to one of his own in his right hand. "This is the most advanced chip design I've ever seen." He continued and tried to look through the yellow lens, but it only turned his vision to yellow.

"My planet's technology is based on a universal code. It can be used to run anything from a child's toy to a warp engine." Zadavia said after disappearing from Ace and reappearing to Tech just like in her fight with her brother.

"Very interesting." the long eared egghead said after hearing that and then saw something on his monitor that he thought the others should know about. "Hey, guys, we're approaching the planetoid." He warned to the team.

"And that's not all." Ace said on the alert when an image of their destination was in front of them, but it was changed to the bust of the big brother.

"Greeting's sister. As much as I'd love to chat, I think you'd best spend these next few moments preparing for your demise." He said with an evil laugh and faded away. The team then saw larger versions of what attacked Peter coming at them.

"Ace, they're trying to maneuver us into a crossfire." Rev shouted as two ships came to either side of theirs, but Ace knew that the oldest trick would work for these guys. Right before they fired he went below their barrels so the only thing that they shot was each other.

"Whoa, Ace, nice move." Lexi congratulated after flying away from the explosion. He liked the words, but he saw that they still had plenty left.

"Thanks, but we have more on our tail." Ace said and warned to the others. Tech started pressing a button configuration that may help them, but he was only spit balling it since he had no idea what he was doing.

"Deploying Defense weapons." He said when the monitor he was stationed at showed off a targeting screen. He took aim and shot one of them down. Ace didn't see any in front of him through the windshield, but the screen before him said differently.

"Three more bogies coming up fast." He warned and tried to dodge their fire. While they were on the defensive Peter wondered why one of them was sporting a different paintjob, but he knew that it wasn't to be original.

"What does he do? Buy them in bulk?" Lexi questioned after two of them tried to swap paint, and shake them up all but Spider-Man, who just stood there. The female fighter would have liked some words from the alien since this might have been her technology, but when she turned around there was no sign of the other blonde. "Hey, where's Zadavia?" She questioned to the others.

"A walkie maybe?" Slam questioned with a slight grumbling in his voice trying to be funny. Ace wondered that too since she was not behind him and wasn't near Tech, but he found the answer when he looked out the window.

"Whoa! Check this out guys." Ace said, and at first the team only saw those vehicles coming right at them until a rainbow beam blow one of them away. They all saw Zadavia surrounded in an aura heading straight for the other ones. She then took over one with an aura and slammed it with another.

"Zadavia is more impressive then I expected. No matter." Optimatus said while watching her skills, but still knew that he could take her. The good guys all saw their leader fly along side her, and all of them were surprised that she had that kind of power in her shell.

'Okay, that was pretty cool.' Peter thought after seeing what she could do and added, 'I really shouldn't have expected anything less after seeing what the girls in my world are capable of let alone the main lady of our team.' He thought and glanced at Lexi. He was about to cut that kind of thinking, but Ace beat him to it.

"Zadavia, this is not the time to take a stroll." Ace said to her with wide eyes while trying not to think of how lovely she looked with that aura, and tried to focus on what her brother might do to her without their help.

"I'll hold them off. You get to the planetoid and stop Optimatus." She ordered to them, but did not see Ace look at his monitor, or of them beam that got her from behind; it was not a beam built for destroying her, but the opposite.

"They've got Zadavia." Tech warned as he, and the others, watched her being pulled into the black and white one. Ace got off of his chair, and decided for the others to get in on the action.

"Tech, Slam, Lexi, Rev get out there and help her." He ordered to them with nothing but pure fear in his eyes. The team ran off to get suited up and head out.

"You guys aren't going anywhere without your friendly neighborhood Spider." Peter said and was about to run off until he was caught by Ace.

"Sorry bug, but I'm gonna need help with them." He said to the arachnid, and the earth based scientist knew that he was right, so he sat down at one of the spots, and got ready to help.

"Bring her to me at once." Optimatus said once he saw that his tracking ship caught his prize. He knew that the rest of them could deal with the other six members of the Loonatics. Loonatics red, green, purple, and pink suited up and headed out. Lexi had dibs on the first which met up with her brain blast.

'Let's see if this works.' Slam thought before slamming his fist into the other one, but also summoned a tornado when his fist hit which caused it to spin in place and burst. There were only two left, and they were focusing on the ship itself.

"These clowns won't quit." Ace said while trying to avoid being hit by their beams. Peter, who was using his armor's data probe option was having a hard time for aiming them.

"Would you just hold still?" He questioned in anger while trying to shoot them down, and missed every time. 'I guess these guys learned from the others and know how to deal with this defense. "This is gonna suck." Spider said when the two of them were staring at the wrong end of the gun.

"Eject! Eject now!" Lexi shouted when she and three others landed on a simple meteor. The rest of the team watched as their ride home blew up. "Oh no, they didn't stand a chance." The pink bunny said with sorrow in her throat after the explosion, and Tech put his hand on her shoulder out of comfort.

'Guess losing our field leader and her…friend must be hard.' The genius thought, already knowing how the two felt, unaware that her feelings might get worse by some of the debris. To her shock a piece of fabric and a chuck of steel came in front of her, and she grabbed them both: the steel in the left and the fabric in the right.

"He was the best leader and the best comedian." She said when she saw the chunk of steel was actually Spider-Man's left shoulder armor, and the fabric read: Ace. She began to cry out of losing them and added, "There's nothing left." She wanted to be left alone for a while, but there were two that didn't want that.

"Who are you calling nuttin?" A voice said behind her which startled her, and when she turned to face the voice she saw the lost ones.

"Man, cottontail, you look like you've seen a ghost, or to be more specific: a swords-bunny ghost, and arachnid angel ghost." Peter said to her with a smile hidden behind the steel.

"Ace, Peter I thought we lost you two." She said and put her right arm around Peter and the left around Ace: grateful that she still had her 'field leader/big brother' and her…friend.

"Hey, easy. You'll wrinkle the space suit." Ace said to her in humor while the other one tried his brand of humor.

"Yeah, and mine is car wash only." He said to her. Now feeling slightly embarrassed she decided to recover by punishing them.

"You scared us." She said and punched them both in the shoulder, but that only helped Peter out again.

"What was that for?" He questioned out of humor, but got a look that was a combination of fear and anger.

"We thought…" Lexi said, wanting to sort of change the subject.

"Boom." Slam questioned with some mumbling. The arachnid caught the sum of it, and decided to give them a straight answer.

"It was the old decoy maneuver. We bailed behind an asteroid before the whole thing blew." He said casually while thinking, 'I've seen that kind of ploy on almost every show and every movie that I've seen, I'm surprised that it can work in real life.

"That was a cool trick, but you know I wonder if Zadavia had insurance because replacing one of those must cost a fortune unless you think it was a rental. Or maybe if we went down to the planet's surface we can talk to someone about a new one. Wasn't it cool how we could guide it by moving our hands." Rev said to them after praising their move, and then wondered if doing that was going to set them back. Loonatic pink walked over and placed a hand on his shoulder for him to stop talking.

"Rev, not the hot issue right now. Let's go." She said and there was a bit of a laugh to the second sentence since she was amazed of how Rev and Peter could shrug such of an explosion off. As they flew over there Peter decided to check with the on-board computer.

"Computer give me status on my suit." He said and the computer voice answered him.

"Shoulder missiles off-line. Other weapons still active. Oxygen holding at 95%." Parker heard the stats and like what he heard so he cut off communication and continued after them. Within the planetoid Duck was working on a plan to get out of the cell.

"Oh, please. Oh, please, help me." He said to the machine with fake gasps of air. The guard walked over to the prisoner to see what was the problem.

"What is the cause of your distress?" The robot questioned even though his scanning equipment told him that everything was just fine with the duck.

"Just look at me. I'm dehydrated, shriveled, withered, wizened. I need water." Duck said while walking over to the bars that prevent him from leaving. The machine scanned his recent memories and came up with the right answer.

"You just had some ten minutes ago." He answered back. Without totally loosing his cool Danger was able to come up with a counter statement to that.

"Hey! I'm a duck! We're big on wet!" He said and then went back to his lying pose. "Please, oh, please just a drip." He asked when he was lying down.

"Fine." He answered and called up the same beverage bot as he did ten minutes ago. The new machine raised itself to knee level and opened the storage compartment. "Here is your water." He said while taking the water from the butler bot and gave it to the hero.

"You wouldn't happen to have a wedge of lemon would you?" He questioned after seeing once again that he had to stick his arm through the electro-bars. The guard got what he asked for and was about to hand it over to him.

"Here is your slice of lemon." He said and then Danger threw the water on him causing him to short out and the bars to power down.

"Can I have a clean up on aisle six?" He questioned out of humor before pushing the door open, and left. Zadavia had been extracted from the retriever while strapped to an evil parametic transport and was being transported to an evil version of the Loonatics' headquarters.

"Opti-forces, bring my sister to me." Their creator said and they obeyed even though that they were about to go to the cells first. "Now you shall pay for your defiance, and you four incompetence watch and learn what happens to those that disappoint me." He said when the two, and Zadavia, came into the sphere. Acmetropolis' worst didn't like where this was going since he had no problem dealing with his sister then offing them would be easy.

'Maybe this is my torture: listening to him babble.' The blonde woman thought as she looked at her cyborg of a brother with half closed eyes.

"Ah, Zadavia, are you comfortable?" He questioned with mock sympathy ignoring her death glare.

"Not in the slightest!" She answered back in anger since she REALLY didn't like what he pulled back home, and now he was endangering her friends.

"Good. I wouldn't want you to nod off while I destroy your beloved Acmetropolis." The brother said to her not knowing that the ex-porter of the team had come in, saw what was happening, and hid to find out more.

"Hey! We made a deal. You said we could rule Acmetropolis." Massive said with a level tone, but an angry expression. He may not have been nice with all the stealing that he does, but if there was one thing that he lives by is his word, and those that don't keep there's gets on his nerves.

"And you will…for the five minutes it has left." He said to them with a cruel smile on his face. 'Did they honestly think that I would keep that backwater planet around since I have what I needed from it.' He thought and decided to go back to his work.

"Not gonna happen Opti-dude." Sypher said to his 'boss' since he hated when someone plays him for a sap. He got ready to use Duck's power's, and as a fallback he was going to try to steal his. He charged, but just like Zadavia he put an auara around Sypher and Mastermind and flung them to a console.

'Okay, so that could have gone better.' Drake thought before he went under. Duck watched as the other two tried their luck, starting with Massive.

"I've had enough of this you one-eyed cyclopes." The gravity goon shouted and went hand to hand with him.

"Puny human." Optimatus shouted as the powers of gravity and light went one on one while their hands were in grappling combat. Since the villains were either knocked out or distracted Danger decided to recover something important.

"I'll take my powers back thank you very much." Duck said to the out drainer as he touched his hand, and when he felt his powers completely back he added a sigh of satisfaction. Back to the fight it was almost even until Massive used his natural strength to throw him at the console. As soon as he was on that metal Paula added her lightning to the console, but as she moved in close she was unaware that he could counter. The cyber sibling used his chest piece to reflect her energy right back.

'What?' Massive thought as the back of Weathervane met up with is front causing both of them to hit the floor and be knocked out. When he saw that the four were taken care of Optimatus decided to do what he should have done when they first failed him.

"Time to go home, Acme-worms." He said and created a wormhole, big enough to send all four of them back to their planet. "Go and rule your pitiful planet while you still can." He said as the four of them left his headquarters.

"If those guys were on his side I wonder what he does with his enemies?" Duck questioned while watching the whole thing from his hiding spot. He then saw something pink beside him and he had a feeling that someone like Optimatus was not into frilly things, so he looked higher and saw the face of his founder.

"Duck?" She questioned when she saw something orange in the corner of her eye and saw that it was the triangle symbol on Duck's uniform. The exit portal appeared above Acmetropolis and the civilians there saw four things fall from it, so a few investigated. They saw that it was the four escapees from the news, the ones Spider-Man was guarding.

'At least she's safe.' Massive thought as he helped Weathervane to her feet. The two of them walked over to the brains and the drain, and he was about to ask what Mallory had in mind, but was interrupted by a voice.

"All hail your new kings, Acmetropolis." Optimatus said through the wormhole ending in an evil laugh. The other six had made it to the planetoid, and flew into one of the cracks on the surface.

"This way, I'm picking up some magnetic activity." Tech said to them, so they followed after him.

"Computer, oxygen level?" Peter questioned while in the rear, so not to worry them.

"Now holding stable at 80%." The computer answered him, but he knew that was good enough so he cut it there and stayed with the group.

'Man this décor looks just like the home Man-Spider created.' He thought grimly, but decided to lighten that up with an outer comment, "Man this guy needs to fire his cleaning lady because this driveway has a serious tar problem." The others groaned at that, but they knew that he was only lightening the mood since this may be one of their toughest fights yet.

"I just hope that activity leads us to Duck." Lexi said and saw the stare from Spider-Man and added, "What? You're the only one that can feel protective of all the team?" She questioned to him.

"Sorry, guess I'm just worried of how long it will take to repair my shoulder." He answered back to her while they were flying.

'Why did I even add that?' She thought and decided to focus on the mission. Back at his base Optimatus was typing the last piece of his plan on his computer.

"You again!" He said in anger when Danger Duck quacked before him.

"Ah, did you miss me?" Duck questioned out of humor to the deciever. Optimatus decided to grab him, but he quacked before he could get close. With this Loonatic along with the underlings that turned on him he was getting angry with everyone on that planet.

"Opti-Forces, get in here! That pesky duck has escaped. All forces shoot on sight. I repeat, SHOOT ON SIGHT!" He shouted to all of his mechanical men, and several robots flew into the red sphere ready to do as commanded.

"Can't hit a moving target?" Duck questioned after a good laugh and then some summersaults before quacking to someplace else. "Hey!" He shouted when he stood on top of a CPU and quacked away. "Step right up. Step right up. Hit the duck and win a prize." He said after reaappering but quacked away after adding, "Whoopsie." He then appeared in between two and said, "Try again." They fired, but only destroyed themselves. He appeared in the same spot that the four were sitting at, thinking of what to do next, but he was stopped.

"Oh, how can Zadavia put up with you?!" He demanded with the duck in his right hand since the hero in question was getting on his nerves.

"Well for on thing: I'm really good at parties." Danger answered and was somehow able to summon up the same move he did to a golem, but it was a tar egg. In that time Duck did one good thing, but also played decoy.

'That's disgusting.' Optimatus thought as he slapped the mess off of his face, but as soon as he did the voice of the attacker was heard.

"Hey, Cyclopes." Duck said to get his attention and when the eyes of the enemy were on him he did a few funny faces which was answered with a palm blast which sent him out of the bubble, and into an outter wall.

"Engaging extermination process." One machine man said as he and two others surrounded the duck, and with it being late to quake out, he waited which was interrupted by a purple tornado.

"Slam!" Danger said when he saw the twister with eyes destroy the guards around him.

"Ta-Da." The devil said praising his own accomplishment, but their happiness was cut short when a shot was fired in between them. The duck and the devil saw several coming at them, but luckily the rest of the Loonatics were there as well.

"You-hoo, metal heads. How about a game of whak-a-bot?" Lexi questioned and was able the kick down two, land on the second one, and brain blast two more. Spider was the next one to give it a shot.

"Have a taste of some shoulder missiles." He proclaimed and got ready to use said weapons, but was interrupted by his computer.

"Repeat shoulder missiles off line. Unable to use without both shoulders." He understood, and was about to pull something else but found that his arms were pinned, and three robots were coming at him.

'Time for plan 'B'.' He thought before using his glue gun option since he made sure the glue was stronger than his unaltered webbing, and when they were stuck he continued but firing a couple of web-lines to the ground. Even with the robot binging his arms working against him he was able to move back, and at the right moment launch himself with the back to the foot soldiers.

"Web-head?" Lexi questioned when she saw a small fire where three soldiers were at, but soon saw the armored hero walk through the flames.

"That didn't tickle." He said in humor and then watched Rev use a power drill, that was attached to his suit to disassemble two of them with their heads falling last.

'These two are mine, and I know what genre to use.' Loonatic Purple thought as he walked up to two of them. He wiggled his fingers like he was ready to pull out a gun.

'Not going to happen.' One of the machines thought after seeing how one of them disassembled two, so he and the one to his right pointed up their guns Slam shot out a cyclone from the palm of his right hand which took them both out; he finished by blowing on his hand like blowing the smoke off of a barrel of a gun.

"With my sister and the Loonatics gone no one can oppose my conquest of the universe." Optimatus said thinking the constricting bed took out his sister, and the Opti-Forces took down the Loonatics. "This is the final blow." He said as he watched the wormhole he created earlier had gotten large enough to engulf the whole planet.

"Always so dramatic Optimatus." The sister said while walking over to him. She liked it when they were kids, but now it was more of annoying trait.

"Zadavia! How did you get free?" He shouted and questioned to her since there was no one in there but him, and he knew his men wouldn't act out of his order, but got his answer in the form of Loonatic orange.

"Oh, that was me. I found the off switch." Duck said after quacking to her side. In anger he shot a beam at her, but she countered with a shield that sent his attack up. He leapt up to her and grappled with her almost like Massive did to him, but both used the same class of attack: light.

"It's about time." Duck shouted to the spider, bunny, and coyote that just came in. The fellow Loonatics did not like his tone since they had risked their necks just to get here, but Ace let it slide.

"Zadavia, could use some help Duck." Ace said to the family rival knowing that egg tossing, optic blast, metal manipulation, and webbing could help her out. After he said that the grappling went past them to prove his point.

"She's got it covered." Duck said since he knew she was fairing better than the four, but added, "Optimatus' wormhole is gonna send Acmetropolis to some kind of intergalactic meat locker." When he said that he pointed to a screen to prove his point. After hearing that Tech, Ace, Spider, and Duck all got over to the main console to see what they could do.

"Uh, any ideas?" Ace questioned Tech since he knew that he specialized in all knowledge while Peter specialized in biological science.

"Ace, me and my family may be super genius', but none of us have ever dealt with wormhole technology." The canine countered since he knew that none of them EVER attempted such a field out of fear.

"Bow down, and submit to my will." Optimatus said to his sister, not even paying attention to the Loonatics at the controls. After going through his short term memories he found one that would help our right now.

"Wait! The Freelangian universal code. Zadavia said you could use it to run anything from a child's toy, to a warp engine…" Tech said while sitting up and digging out a sovener from their founder's space craft.

"To a wormhole." Ace finished for him and added, "Get on it." They all heard the sound of someone coming in, but it wasn't their friends just more Opti-Forces.

"Oh, swell." Duck said as he saw the kin of his jailer coming at them.

"I'll be right back." Ace said to them, but was interrupted with a hand on his shoulder, and when he turned around he saw that it was Spider-Man.

"No, I've got this. Just in case Optimatus sees what your doing." He explained and ran off to them. "Okay you titanium twerps let's see who can take a bigger shell kicking." He said after standing in front of them, but then got to work. He ripped one bot's head off, and then angled the other's gun to one of the other troops. While he was doing that Tech was typing on the controls with one hand while holding onto the chip with the other.

"It's too late, Zadavia." The brother said to the sister enjoying the look of pain on her face not knowing of the others.

"Okay I'm gonna need a couple of volunteers for this one, so I'll need you and you." Spider said while shooting at the two of the robots and with all his strength pulled the two together, but was able to dodge the boom.

'Just hope I'm good enough to do this.' Tech thought as he continued to type. Duck looked around and prayed that they were going to live through this one.

"Your feeling for these creatures have made you weak Zadavia!" Optimatus shouted while firing a low level blast at her which caused her to land on her butt. At that instant Ace was ready to use optic blast and Spider was ready to web his face after seeing that, but they didn't get the chance.

"Feel this brother!" Zadavia said while shooting beams from her eyes and hands which sent him flying right when the other three walked in. Slam and the other two were caught off guard at that, but they did see who sent him flying.

"You go girlfriend." Lexi said in praise and then heard a low growl from their current foe.

"This battle ends here, Zadavia!" He shouted with only a pair of glowing hands while Zadavia was bathed in an aura sphere.

"No." She said back and sent him flying further with a stronger aura beam move. After that was done they went to see if Tech had done his part of stopping the wormhole.

"Tech, time's up." Ace said when he saw his home halfway into the tunnel. The coyote looked at the chip and with a deep sigh prayed he put it the right stuff.

"Here goes: engaging." He said to them before placing into a slot. The team saw that it had spit out their home planet, and it was safely in its natural orbit. The team saw it and the team celebrated the feat: Zadavia and Ace hugged, Rev cheered for it with both arms raised, and Lexi gave both Peter and Slam high fives.

"Tech, you shut down the wormhole." Ace said to savior with his right arm around Zadavia's waist. He did like the words, but he had to be honest to them.

"Well, not shut down exactly." He said after doing the wipping sweat off of head routine and added, "More like relocated. If we don't escape from this planetoid immediately that wormhole is gonna send us to another galaxy far, far away." The team did not like that kind of sight since they still had those other four to deal with, but luckily the sister of their enemy knew what to do.

"Everyone, into my brother's ship." They all ran off to where the ship would be stored, and Zadavia was thankful that her brother's habits haven't changed since his ship was right under his bedroom, The eight got inside and flew off, but there was one that knew of her plan.

"Zadavia, now you'll pay." Optimatus said as he approached the bridge and fired an aura blast at her for a killing blow, but Spider-Man intervened and used himself as a shield.

'Good thing this suit is made of Adamantium and Vibranium.' He thought since he knew the attack wasn't putting a dent in his armor. Ace saw that he was too busy blasting Spider to notice anyone else so he took his shot; after doing a cartwheel and fired at him.

"Ah, that felt good." He said while watching him fly into the room that they were just it. Zadavia picked up the wrist band that fell off and aimed it at him.

"Now you'll pay brother." She said and created a wormhole, sending him away while screaming to them.

"I'll be back!" The team was able to get out of there just in time. Once out of danger the founder of the Loonatics and a ruler of Freeling decided to thank the team.

"Thank you, Loonatics. You've saved me and the galaxy. Your are all heroes, my heroes." She said to them much like she has done before, but they knew that she really was thankful, and not just congratulating them.

"Just for the record she's talking about me." Duck said to the rest of the team, but was shoulder shoved from behind by Slam who wanted to return her statement.

"We like you too." He said after giving her a hug and looked at her with innocent eyes after parting. Duck, who found himself looking out the window after the shove, but a thought entered his mind.

"What do you think happened to Opti-tomato?" He asked while making fun of her brother's name at the same time.

"The wormhole will reopen in some cold remote part of the universe. I doubt we will be bothered by him for a long time." She answered to him, and she was right as he was sitting on what was left of his base with a fire going.

"Ow." One Opti-Force member said as his torso was tossed by his creator to keep the fire going.

"Oh, be quiet." He said to the machine and added, "Oh, this is not the end Zadavia. I shall seek vengence upon you and your accursed Loonatics.' He said making sure that he kept up to that word. Back on his ship a different question came to the field leader's mind.

"Hey, Zadavia, maybe you can hang out at our headquarters now that the wormhole problem is gone." Ace said to the ruler of a whole planet.

"I am honored Ace, but you still have them to deal with." Zadavia said, truly flattered to see their home with her own eyes, and not through communication, but she turned on a monitor that showed the four covering facedown.

"Oh right, them." He answered dryly. She put the vessel into stealth mode and dropped the seven off a stones throw away from them. The villains on the other hand decided to stop their cowering.

"The wormholes gone." Mallory said to the others after taking a chance to look at the sky and saw nothing. "We're saved." She added while standing up.

"What about the Loonatics?" Paula questioned while getting up since all but Duck weren't half bad people.

"My guess is: they perished in some stupidly noble way so that Acmetropolis could survive." Mallory answered the fellow female since she wanted to show off the best brain, since the competition was gone.

"Losers." Drake said to them after hearing that even though there was a tiny spot in his mind that wondered if he would have the heart to do such a stunt.

"Wait, do you know what this means?" Massive questioned to them and added, "We can go through Spider-Man reforming plan." The three gave him strange looks, so he corrected himself. "What I meant to say was, there's no one that can stop us from taking over the world." Both of his ideas was stopped when they heard a voice that sounded like Loonatic orange.

"Greetings losers." The billed one said causing them to turn and saw them: Danger Duck, Rev Runner, Tech E. Coyote, Ace Bunny, Lexi Bunny, Spider-Man, and Slam Tasmanian all standing there.

"What up, doc?" Ace questioned when he saw that their full attention was on them.

"The Loonatics!" The four announced in pure surprise since they believed that if they couldn't beat Optimatus neither could the heroes, but somehow they did.

"Let's get `em. Ha." He ordered to the others and with seven heroes to four villains it was pretty easy to beat them as a team. After an easy win for the team they all headed back to headquarter for some well deserved shut eye. As three of them went to bed in no time there were four that were still awake.

'I wonder if what I felt for an instant is what Peter felt when his aunt, best friend, and…girlfriend.' Lexi thought as she stared at her ceiling wondering why it was so hard to think of a red head human as a girlfriend to someone like Spider-Man.

'I can't believe how she felt when we hugged. She was so soft, and her skin was so warmed.' Ace thought as he recalled how he felt when he and Zadavia hugged. Peter wasn't thinking he was doing, as in repairing his shoulder, and refilling the oxygen in case he needed it for space again.

"These components should do the trick. I just hope he doesn't mind that I used one of his spider tracers to find what I needed." Tech said as he was trying to finish a gift for their fellow Loonatic.