Midtown High

Night

"You know this guy?" Xander asked Peter and Ned laughed.

"Oh, he and I go way back. We used to be best friends, didn't we Pete?" Ned asked with a mocking smirk at the stunned Peter.

"This…isn't possible. How can you remember me?" Peter wondered and Ned's smile turned more sinister.

"Started in college. I joined this occult study group, and I became a bit…obsessed with the supernatural. It started with finding books, then I tracked down a group of real witches, led by someone named Amy. I'm told your friends go way back with her," Ned said with a smirk as Willow tensed.

"Amy trained you," Willow realized and Ned chuckled.

"She did more than that. She performed a ritual that lifted any spell placed on me while amplifying my natural magical abilities. That's how I remembered Pete," Ned said with a nasty smirk.

"Why are you doing this Ned?" Peter demanded once he found his voice.

"At first, it was simply revenge. You promised you'd come back for me, instead you abandoned me. And without you to keep us together, me and MJ just grew apart until we were barely even talking anymore. But I've moved passed that. You always thought you were better than me," Ned said with a sneer, taking Peter aback.

"What are you talking about Ned? I never thought I was better than you," Peter argued and Ned laughed humorlessly.

"Yes, you did! You were Spider-Man; I was just your guy in the chair. So after I got my memories back, I decided to prove to you once and for all that I am not beneath you!" Ned ranted and Peter stared at him, hardly even recognizing him.

"Okay, enough of the whole supervillain monologue. Where is my sister? What did you do to her?!" Buffy snapped and Ned smirked.

"Why, she's in the process of becoming a vampire," Ned said to the horror of everyone.


Back in Ned's office, Dawn was sitting in a chair, handcuffed as one of the vampire loomed over her. With a smirk, the vampire's face shifted and he opened his fangs gleefully.


"What better way to make you suffer than to turn the woman you love into a monster?" Ned asked with a smirk.

"Ned, what you have done?" Peter asked horrified.

"What I have to. And now, it's time to finally destroy you," Ned said with a chilling smirk. "Did you wonder why they call me 'The Goblin'?"

Peter and the Scoobies then watched as Ned glowed a bright yellow color before, to their astonishment, he began to grow and his muscle mass began expanding. Before long, there was a seven foot demon with yellow and purple skin who bore a striking resemblance to the Green Goblin standing where Ned had stood.

"Shit," Faith summed up what they were all thinking as they stared at Ned in stunned disbelief.

"This is what real power looks like, Spider-Man! And you shall know it! You shall know suffering, as I suffered, once you see the woman you love turned into a soulless demon!" Ned snarled in a deep, monstrous voice.

"That is never going to happen," Peter said, his voice turning ice cold.


As the vampire leaned down to bite into her neck, Dawn made her move. Managing to break free of the cuffs, Dawn elbowed the vampire in the chest. He stumbled back as she jumped, breaking the leg off the chair. Angrily, the vampire rushed towards her and Dawn brought the make shift stake in front of her. By the time the vampire realized what had happened, it had impaled itself on the stake before dusting itself.


"Never say never," Ned sneered.

Then, it was on. Peter and Ned rushed each other as the Scoobies and Ned's army of vampires began brawling. Buffy, Faith and Spike began trading blows with several vampires while Giles and Xander began firing crossbows at them. A few jumped at Willow but she held her hands out, her eyes flashing white and the burst into flames, screaming before being dusted.

Ned attempted to crush Peter with his hands but Peter jumped out of the way. The floor shook from Ned's strength before Peter webbed his hands and pulled. Ned was pulled off his feet and thrown across the room, crashing some old bleachers that bent under his weight. But Ned got right back up, growling in anger.

"Same old Peter, relying on the same old tricks," Ned sneered.

"I'm not the one killing people. Ned, this isn't you," Peter pleaded.

"It is now!" Ned roared before rushing Peter.


Buffy drove a stake through the heart of a vampire and it turned to dust as, behind her, Spike snapped the neck of another vampire before throwing a third across the room. It landed on the ground before Faith jumped on it, staking it and it turned into dust.


Peter performed a backflip, avoiding a strike from Ned's fist. Peter shot off a stream of webbing, attaching it to the roof before using to swing around, delivering a spinning kick to Ned's chest. Ned fell on his back, sliding across the room and Peter shot out four blasts of webbing, all of which struck Ned's limbs. Ned was pinned to the floor, unable to move.

"I've learned a few tricks since we last saw each other," Peter said as he jumped down, landing a few feet away from Ned.


As the other Scoobies continued fighting off the brainwashed vampires, Willow looked around at them, knowing what she had to do now.

"Spike!" Willow shouted and the vampire paused, turning to her. "Find some cover."

Although confused, Spike nodded, rushing over and finding some shade under the bleachers. Willow then raised her hands, her eyes flashing as she spoke one words.

"Light."

The room was suddenly filled with various rays of sunlight, all of them striking the vampires, who screamed in agony as they caught on fire. Within seconds, all the vampires had been reduced to dust and the sunlight faded.

"Nice job Will," Buffy said as Spike crawled out from under the bleachers.

"You couldn't have done that earlier?" Spike grumbled and Willow shot him a look.

"Sorry," Willow said with a slight smile.

"Your army is gone Ned. It's over," Peter told his former friend but Ned merely laughed evilly.

"You may have beaten me, but I've already won Peter. Because the woman you love is now a vampire," Ned boasted.

"I wouldn't be too sure about that," every head in the room turned as Dawn walked in. "The thing about brainwashed vamps, they're very easy to kill."

"Dawn," Buffy breathed in relief and Dawn looked over at her sister.

"Hey. Thanks for coming to my rescue," Dawn said, truly meaning it and Buffy could only nod her head.

"I guess the only question is what to do with him," Spike said as he walked over, looking down at Ned, who glowered at him.

"I have an idea," Willow said, looking at Ned with an impassive look on her face.

Not the longest climactic battle but I hope you all enjoyed it regardless.

Ned always struck me as an Andrew Wells type of character, someone who tries to make themselves feel more important than they actually are. He spends most of Homecoming after finding out Peter's secret trying to convince him to unmask in order to get attention, sells Peter out within seconds when its suggested he wasn't the first person Peter told, and practically has a meltdown when Flash tries to tell people he's Peter's best friend. In short, Ned is the kind of person who would sell you out in order to feel important, so he would try to get revenge on Peter for 'abandoning' him.

Next chapter will be the end of the story, so until then.