Spider-man Noir in the Resident Evil universe with a few tweaks here and there, same with the lore.

I'm gonna get ahead of this and say Claire Redfield will be with Leon, I like the chemistry and wish Capcom would just commit already. Might see a few things from the movie franchise, but this story will be mostly set in the Resident Evil game universe, so that will also include the animated movies since they are part of the game universe. Will other Marvel characters appear in this? Kinda, but they won't be involved all that much outside a cameo or a minor role in a few arcs. And events will be largely following the franchise starting with the Outbreak in Raccoon City and will lead up to Village with a few changes here and there.

Disclaimer: I don't own any Marvel or Capcom characters seen, mentioned or used.


September 10th, 1998, Northern Transylvania...

"Cheese and crackers it's cold out here!"

Wandering through a silent, or rather mostly silent snow ridden forest that looked to be something straight out of a nightmare, was a lone man clad in a thick black trench coat with several tears along the shoulders and wrists, an equally black scarf that looked to have seen better days, an old black fedora hat that was being kept pinned to the man's head by his hand on account for the random gusts of wind that would assault him, a pair of faded dark grey pants that were soaking wet from the knee down from a combination of the snow and creek he crossed over earlier, and a torn, well used backpack that looked to be held together by a combination of duct tape, string, and good old thoughts and prayers.

He was a bit underdressed for the weather true, the gusts of winds loved to remind him of that every chance they get, but in his defense, the car he was driving up until half an hour ago had a working heater.

"Last time I rent a European model." the man muttered with a huff as he felt another gust of wind hit him, causing a shiver to rack his body as he began to slowly make his way up an incline on the path he was on.

Perhaps he should've stayed with the car some miles back, but if the man was going to freeze to death, he would rather it be out in the wilderness than in some cheap car he rented from a fairly shady dealership that some random pass byer will stumble across on the way to work or something. Though with how unkept this path he was on was anything indication, it was unlikely anyone was going to find his body or broken-down vehicle anytime soon. He refused to call what he was until recently driving on a road on account it was nothing more than a glorified track in his opinion, just like half the other roads in Europe seemed to be.

Though he supposed he shouldn't hold all of Europe to this standard, most of the countries in the West were fairly developed compared to what was once the Soviet Union.

'But would it've killed them to start working on the roads the first chance they got?' the man thought wryly as he saw that the snow was slowly rising to reach his waist.

With a shake of his head, the man took a quick look around to see if anyone was around, unlikely but he's learned that when it comes to Eastern European forests, and creepy looking forests in general, never assume you're alone.

Half the time it turns out you aren't and there's some kind of weirdo dressed in a dead lion lurking around, stalking you.

"Hmm, maybe it's just me." the man muttered as he turned his gaze back towards the snow in front of him before looking up towards the trees and saw that the branches while snow ridden seemed strong enough to support a little more weight, however brief.

With a slight adjustment to his hat, the man crouched before leaping clear into the air and landing on one of the thicker branches hanging well over ten feet above the snow. The branch shook under the sudden weight landing on it, causing a few clumps of snow to fall towards the ground followed quickly by the sounds of wood cracking. With a grunt, the man leaped off the branch, causing it to snap off the truck it was attached to and fall towards the ground below and landed on another branch. The man continued to repeat this process for several minutes, sometimes having to double back and choose a new route when the tress with traversable branches began to thin.

Eventually the snow below began to recede and the 'road' that was buried beneath it began to reappear, prompting the man to descend back towards the ground and resume his trek ever deeper into the mountains. He stopped to pull out a map and compass and after a few quick mental retracing of his steps in comparison to the map, and honestly just winging it, the man concluded his destination was just a half a mile ahead.

Up past a ridge... with a thick brush covering it.

"I hate nature... should just bulldoze over all of it and replace it with something more useful. Like a strip mall... or Denny's." the man grumbled as he placed the map back in his bag and began his approach to the ridge before he suddenly froze as a throbbing like sensation reverberated through the lower part of his skull and traveled up and down his spine.

The man slowly turned his head and took in his surroundings, eyes darting to every bush, branch and trunk that looked like it could hide someone or something. The wind was making it a little difficult to hear anything farther than a few meters, but he swore he heard growling over the sounds of frozen branches and pine needles swaying in the cool breeze plaguing the forest.

"Hello?" The man called out, curious of addressing whatever was out there would do anything.

The tingling at the base of his skull persisted for a few more seconds before it began to fade as whatever caused it left. Not a moment after the tinge faded, a howl that sound nothing like any wolf he's ever heard suddenly pierced the tense silence from somewhere off in the distance.

"Hmmm, ominous wolf howling in the distance, a creepy Transylvanian forest, and me all by my lonesome self... yeaaah, this isn't gonna end badly at all." he said with a sigh as he waited to see if whatever it was that set his sixth sense off would return when-

*RING*

*RING*

*RING*

The man furrowed his brow for a moment as he began to dig into one of the pockets of his coat before withdrawing an Iridium satellite phone and checked the small green screen to see who was calling. After casting a quick look around to make sure he was alone, or as alone as one can be in the middle of the woods in a land infamous for its horrors, the man answered the call as he resumed his trek through the snow ridden woodland.

"This is Peter Parker, if I owe you money, I lied, my name isn't really Peter, it's Craig and I'm poor." the man said as he stepped over a small pile of snow and ice and finally found his foot coming into contact with an actual solid ground that wasn't ninety nine percent frozen water.

"Uhhh, dad? It's, it's Ben." a young voice spoke on the other end of the line, though a bit distorted from static "Can, can you hear me? You sounded a little static-y on my end."

"It's the same on my end but yeah I can hear ya... sorta, kinda." Peter said as he continued his trek up the ridge, hoping the elevation might help with the signal.

Though last Peter checked, satellite phones were supposed to work just about anywhere on Earth if you were outside, at least according to the company that he purchased it from.

'Pfft, cheap Umbrella crap. Next time I'm buying a Nokia. Least their crap is durable.' Peter thought with a shake of his head "Whatcha need kiddo?"

It was rare for his son to call him, the man's busy work schedule and the fact they were in separate time zones made it difficult to call one another up and chat most days. For the past year and a half, their only form of communication has been through emails and letters, and those usually go weeks being left unanswered on account of one another's work schedules, more so Ben's. Peter wouldn't complain and say he's disappointed in how things were currently between them, they're still in contact if albeit sparingly after all, but a part of him wished that things were... well better than they were now at any rate.

Perhaps after Peter's business in Romania was done, he could try and mend his and Ben's somewhat distant relationship.

'At the very least his mother isn't around anymore to try and turn him against me and make me out to be the bad guy.' Peter thought with a hint of bitterness as Ben spoke on the other end of the call.

"Where are you?" Ben asked before the sounds of shuffling could be heard on the other end "I mean, will you be stateside any time soon?"

"I can be." Peter said as he came to a sudden stop, the grip on his phone tightening ever so slightly as a trickle of fear made its way into his mind as possible scenarios began to play out in his mind's eye "I can be back within a day even."

Peter's mind was already racing, it'd take him roughly two to three hours to make it back to Bucharest, maybe a little less if he breaks every traffic law imaginable, roughly an hour at most to find and likely sneak aboard a flight that'll get him to America or at least in the general westward direction of the country. And depending on what flight he gets on, and where it'll land in Europe, he was looking at a twelve flight tops to Sioux Falls, South Dakota and then an almost six-hour drive from there to Racoon City, four if he breaks every traffic law imaginable again.

Of course, there was bound to be some unexpected delays here and there, but Peter was confident he can make it to Ben's house in less than twenty hours.

Nineteen tops.

Ben seemed to pick up on his father's anxiety and was likely imagining the man's actions he'd take to get back to the states and was quick to dispel any troublesome thoughts the older Parker was having running around in his twisted labyrinth of a brain "No, no, no, no, no it's fine, it's fine. You don't need to come rushing back the moment this call ends. It's not that kind of call! Honest, swear to God! I am fine, fiiiiine! Everything's good here!"

Peter let out a relieved sigh at this and he felt his body relax as the tension in it began to slowly ebb its way out "Okay, so what do you need than?"

"I-" Ben began before he stopped and seemed to consider his request for a moment before taking a deep breath "I... I was wondering if you could swing by in the next week or so. Before the twenty sixth."

"I can do that." Peter said with a frown on his face as he tried to think of anything that could be happening on that day that would lead to Ben calling him and see if he'll be avail-

"Uh, me and Elizabeth, we're uh, we're gonna be talking to a lawyer. We're... we're going through with it. The divorce I mean." Ben said with sadness in his voice.

Peter closed his eyes at this, upset to hear that his son's marriage was going to play out just like Peter's had with Gwen all those years ago. He was hopeful that Ben would somehow learn from Peter's mistakes, even if half of them weren't his fault and had no control in them to begin with, and make things with Naoko work, but it seemed good ol' Parker Luck decided to rear its ugly head again, only this time it was turning its attention to his son. The only consolation Peter could take from this was that Ben's soon to be ex-wife doesn't seem as vindictive and try to gain sole custody of their daughter and prevent Ben from seeing her.

"While we meet with the lawyer, we were... well I was hoping you could watch after April. You know, keep her distracted. Plus, she hasn't seen you in months and she's been asking if her 'Grandpa' would come around and take her 'swinging again'." Ben continued, a forced cheerfulness in his voice evident towards the end.

"Uh- Yeah, yeah, sure thing. I can... I can do that." Peter nodded, even though Ben wouldn't be able to see it as he opened his eyes and looked up towards the dark grey clouds above "Been meaning to stop by anyway. Got some business with Doctor Morbius about... well about my blood work. See if he's made any actual headway."

The 'good' doctor had been rather silent on his work in regard to Peter's blood and the man was starting to get... nervous.

Peter was under no illusions that Morbius might try to do something any sane doctor would consider unethical with his blood, it's happened before, but up until this strange silence that started about a month ago, the man showed no signs of using Peter's blood samples for anything other than research into a way to rid Parker of his... abnormalities. It was of course possible that the man was simply busy and hasn't had a chance to reply to Peter's emails and phone calls, he did have a life and worked for a major pharmaceutical after all, but something about this lack of communication was starting to rub Peter the wrong way.

Like evil scientist plotting kinda way.

"How is that going by the way?" Ben asked, curious.

Peter was tempted to respond with a sarcastic 'I'll know when I get my hands on the guy' but refrained and instead replied with a shrug he knew the man also wouldn't see.

"About as well as the last guy honestly." Peter remarked in a dry tone as he reached the summit of the ridge and looked down into the valley below "I'll explain later."

"You always say that." Ben said with a scoff "I'm still waiting on the explanation for why you missed my tenth birthday party."

Peter couldn't stop the grim chuckle from escaping at this "Ask your mom that one kiddo."

"Would if I could dad, would if I could. But thanks to you she's wanted nothing to do with me since I was sixteen." Ben said dryly before the sound of something being moved on the younger Parker's end caused the man to sigh "Hey, I gotta go. I'll call you later when I get off so I can fill you in on more of... well the shit show that's my marriage now... till the divorce is finalized."

"I'm bubbling with excitement" Peter said with a snort before continuing in a quieter voice "Hey, when I get back state side and after you and Elizabeth hash this crap out, how about we go on a vacation? Just the three of us, you me and the rugrat? We haven't been out to Long Island in a while, could do you and April some good."

Before Peter and Gwen's marriage fell apart, they used to head out to Long Island for a weekend every summer to unwind and get away from the hectic life that Peter's... side gig, used to entail. Ben absolutely loved it since it more often than not meant he got to spend time with Peter and Gwen didn't have to worry that some punk with a gun and a grudge against Peter will show up at their door and gun her down.

"Yeah... it could." Ben agreed before he continued "But will it do you good? Isn't Long Island where mom dropped the 'I'm filing for divorce' on ya? No offense dad, but I'd rather not go on a trip with you if it means having to put up with your broody, mopey crap when I'm dealing with my own."

"Well then you can learn what not to do from me then." Peter said with an eye roll, causing Ben to snicker.

"That's pretty much my childhood in a nutshell when it comes to you. Anyway, I'll see you soon dad." Ben said.

"Oh, you will, count on it." Peter said in an amused tone before the call ended and Peter slid the phone back into his bag.

A dark and ominous overcast hung above in the sky and looked to be on the verge of unleashing the mother of all storms while some kind of gothic looking castle sitting on a hill overlooking the entire area casted an ominous presence over the village below. The place looked like something out of Bram Stoker's Dracula and in Peter's opinion fit the classic stereotype of Transylvania everyone imagines when they think of the place.

"Hmm, wonder if I'll see any werewolves here?" Peter snorted as he looked down the hill he was on and saw a small path that led towards the village proper.

Even from his height he could hear and see the denizens of the place going about their daily lives along with that of livestock, beasts of burden mooing and neighing and the screeching caws of crows roosting on some of the rooftops. With another glance given to the rest of the valley, Peter was about to begin his slow descent, mindful to avoid any exposed roots, loose rocks or ice, when he heard something, multiple something's, all around him and his spider-sense tingle.

Peter froze and looked around to see if he could spot the source of his sixth sense's activation.

"Uhh, hello?" Peter called out to whatever was watching him.

It seemed whatever it was from earlier had came back, with friends.

Peter's call was met with silence, but he couldn't help but feel he was being watched, and whatever was watching him, was just waiting for him to let his guard down.

"Buna ziua?" Peter called out again, this time in Romanian.

Again, he was met with silence.

Peter scowled at the lack of response, whatever was watching him could at least have the decency to make a sound or just get to attacking him already. After a few moments of standing completely still, his eyes straining to see if he could make out anything in the thick snow covered foliage around him, Peter shook his head and quickly turned and made his way down the hill. As he made his way closer to the village and farther from the forest, the tingling at the base of his skull faded until it was completely gone before Peter was even halfway down the path.

'Hopefully the people in the village are nicer.' Peter thought as he reached the bottom of the hill and passed through a bone chilling stream and entered the village.

The moment he set foot in the settlement, everyone in sight froze and turned their gazes towards him with varying looks of shock, fear and suspicion. Peter simply stood where he was and returned a look of mild confusion before he slowly waved at everyone.

"Uh... hi?"

The villagers stared at him for another few moments before some kind of unseen and unknown decision was made and everyone began to slowly resume whatever it was they were doing prior to his arrival. Peter blinked at the sudden return to normality of the villagers before he shrugged and continued further inwards, relieved that the people at the very least decided not to crucify him or something.

He'll give it till sunset before that changes though.

...

He was here, there was no mistaking that.

Even after almost sixty years, that scent, that unmistakable musk she'd inhale after hours of hushed, feverish love making, still caused her body to tingle in ways that if she were a lesser woman, would be to swoon like some beast in heat. But no, she was a lady of House Dimitrescu, a Lord of this Village and the lands surrounding it, and she wouldn't act like some naïve starry-eyed maiden on the cusp of womanhood that's never seen a man, a real flesh and blood man in the entirety of her hormone induced adolescence.

'Lord save me when Daniela discovers him and deems him her 'Prince Charming. I'll need to keep her on a literal leash at that point.' Alcina Dimitrescu thought with a tired grin as she stood upon the balcony outside her changing room, looking down at the valley and village below.

With her pale skin, pale white dress, black curls and blood red lips, she looked like some sort of haunting siren from the blackest depths of a human's imagination.

And that was before anybody got to the fact she was well over nine feet tall and should, chronologically speaking, look twice her age at least!

With another inhale of the wind, her tongue darted out and licked at her lips as she smelled Peter's almost tantalizing scent and felt her body almost shiver at the thought of her lips and tongue tasting the owner of such a scent again. When she was but a mere human, before she was plagued by her family's illness, she had the very good fortunate of making her acquaintance with Peter Parker and had become intimately familiar with his body. The feeling of near concrete like hard muscle pressed against her back or flush with her chest, hands that could rip iron apart with ease gently roaming across the smooth curves of her body, rough, chapped lips leaving feather light kisses across her neck, face and when she begged, yes begged, her nether regions-

With a shake of her head, Alcina did her best to banish such thoughts from her mind, less she find herself even more hot and bothered than she already was.

It had been too long, far too long, since she felt such pleasures upon herself. Being a Lord of this land, and nearly teen feet in height with a need for blood to survive like a Vampire thanks to her family's hereditary blood disease being somewhat altered thanks to the Cadou in her body and raising three daughters had caused her once lively romantic life to become more barren than a desert. She had tried in the past to seek out a romantic partner, and having fail that, create one, but all of her attempts ended in failure, leaving her somewhat bitter and resentful of her lot in life.

God, she even tried to have Heinsberg of all people court her!

"Stupid girl... absolutely no self-respect or dignity." Alcina muttered in annoyance at her younger self's impulsivity before she shivered again at the musky aroma that was Peter's body passing her by on the breeze.

She could also begin to taste the man's blood on the tip of her tongue, an odd sweetness to it that was almost too much for her to bear in a person's blood. A part of her couldn't help but grin a little and wondered if all that sugar he was so insistent to have with his coffee over the years had sweeten him a little. Another part of Alcina, a part of her she wished to never be seen or experienced by Peter for a number of reasons, couldn't help but wonder what kind of vintage of wine she'd gleam from his blood if properly extracted.

"Enough of that." Alcina shook her head of such thoughts, she was not, under any circumstances going to expose that part of her to Peter, the less he saw and knew of the better.

A quick bath would be in order Alcina had decided as she turned on her heel and made her way back into the depths of her castle. It wouldn't do to receive Mister Parker, because it was quite obvious the only reason he'd come to this village in the first place was because of her, after so many years smelling as if she just walked out of a meat processing plant, which depending on how you looked at it, wasn't too far off.

It'd raise to many questions, and she'd like to enjoy the man before the inevitable rears its ugly head and forces them to opposite sides of that wretched boarder one would call morality. Plus, she had to speak to her daughters in regards to their behavior while Mister Parker was visiting, the last thing she needed was for them to embarrass her or worse, try and make a meal of him-

"Mother!"

Alcina stopped midstride and turned her head slightly as a massive swarm of insects flew down the hall and towards her at unnatural speeds. Once the cloud of bugs was close enough, it began to form a humanoid figure, garbed in a long hooded black dress, the style of which escaped Alcina's knowledge though she had heard from one of her maids make comparisons to 'gothic witch'. Eventually details began to form and the figure 'grew' bloodied red hair, pale skin stained with blood, messy black lipstick and equally dark eye shadow and a small emerald green pendant.

It was Daniela, Alcina's youngest and most impulsive daughter.

"Daniela, what have I said about shouting indoors?" Alcina asked her youngest daughter with a displeased frown.

Daniela blinked up at her mother with confusion before she blushed faintly and adverted her gaze "That it's unbecoming of those of the upper elite mother."

"Precisely." Alcina nodded as she took in her child' appearance, the blood splatter on her child's face and neck indicated that she had recently fed.

As well as the strong coppery scent emanating off of her.

'I'll have to have the girls wash and clean themselves before they ever meet Peter. He'll recognize the scent all too quickly with those senses of his. And given he's likely still as annoying curious as he was when I last met him, he'll investigate why my daughters smell of blood and all too soon uncover the truth.' Alcina thought with a sigh before asking "Now, what is it you want child?"

"Mother, Cassandra was up in the tower using that old telescope of yours, the old bronze one that was given to you by an admirer, and while she was looking through it, she glanced towards the forest and noticed a pack of Uncle Heinsberg's Lycans following someone!" Daniela explained animatedly.

Alcina had to hold back a sigh of exasperation at hearing her children once more helping themselves to her things. All too often the three would delve into a bickering match that, depending on the subject, could turn physical and result in the destruction of yet another cherished piece of her past, before she became a lord.

"Daniela, what have I told you and your sis- wait, what do you mean a pack of your uncle's Lycans are following someone?" Alcina questioned with a frown, her eyes briefly darting towards the balcony she just came from, the sun still high in the sky.

It was rare for Heinsberg's beasts to be out before dark.

"It was along the eastern boundaries of the forest, that lead towards the main road." Daniela pointed in the vague direction of where she and her elder sister saw the strange person "They looked like they were stalking him, probably to eat."

"Did you also see this person or did Cassandra simply describe what she was seeing?" Alcina asked.

"I saw him too!" Daniela said excitedly "He was dressed in really dark clothing, and he was wearing a coat like Uncle Heinsberg's, but his was black and he had one of those old looking hats on, like the ones some of the members of your old band used to wear in those pictures you showed us once. But his face looked like it was covered, I couldn't really see it, but I think it was because of the hat and scarf he had on, but Cassandra thinks it's because he's ugly..."

Alcina smiled faintly at the memory as Daniela continued to prattle on, her daughters were so curious as to who Alcina was before, and the cute little reactions they made when they saw just how short she used to be. She was also happy to hear that Peter seemed to have kept his fedora, a parting gift of her's. She also found it amusing that Cassandra assumed the man was ugly for covering his face, likely in the same mask he wore all those years ago, while Daniela seemed to think he was handsome and mysterious.

'I see she's still a romantic.' Alcina thought with amusement.

"-and he seemed so fearless, even when he was surrounded by almost a dozen of Uncle's Lycans." Daniela continued to explain before she cupped her face and swooned "It was sooooo dashing mother!"

"Yes, he can be..." Alcina nodded before she sighed "What of your uncle's beasts'? Did they try to attack him?"

"No, they stopped trying to follow him once he entered the village proper." Daniela revealed with a sigh of relief "From what I saw, they were getting awfully close to him. I think they were about to attack when he entered the village."

"Good, good..." Alcina nodded, relieved that her fool of a brother's dogs hadn't tried anything.

She had no doubt that Peter would be able to handle himself, the Lycans, vicious as they were, paled to the sheer malice that was the late Hammerhead or the monstrous German soldiers that killed her family and drove her to America in the first place. The Lycans operated on primal instinct and held no more intelligence then a chimpanzee and have on more then one occasion acted just as civilized.

The only real advantage they'd have over Peter is their sheer numbers and crude, makeshift weapons.

'Won't even be a challenge for him.' Alcina thought with a confident nod.

"I can't wait for us to sink our teeth into him and drain him dry!"

Alcina's gaze snapped down towards her daughter as she continued to gush over the possible flavor of Peter's blood.

"Oooh, I hope he resists when he's brought to us, it always seems to make the taste better!" Daniela said with excitement as she spun on her heel in a small circle before coming to a stop and looked up at her mother with a widening grin "Can we get one of the maids, the pretty ones, to lure him here mother?"

"That will not be necessary, he'll be coming to us soon enough." Alcina said with a shake of her head "And when he does arrive, you and your sisters will need to-"

"Oh, do you wish for us to prepare him for you mother?" Daniela asked with curiosity.

Alcina frowned at being interrupted "No, what I require however is for you and your sisters to-"

"Is he going to be made into a vintage mother?" Daniela once again interrupted her mother with a frown "Will he even be any good? You've always made the wine with women's blood, virgins. I don't think he's a woman or a virgin."

Alcina felt her temper slowly rising as her child continued to interrupt and talk over her "He's no on both those accounts Daniela, and no I will not be using him as a base for a new vintage and you and your sisters will not be touching him for the duration of his time here. Am I clear?"

"B-But mother-" Daniela began before her mouth shut with an audible 'crack' as Alcina stepped closer to her child and glared down at her with narrowed, glowing eyes.

"I. Will. Not. Repeat. Myself." Alcina snarled through gritted teeth as she bent forward until her face was almost even with her daughter's "Are. We. Clear?"

"Y-Yes mother!" Daniela nodded hurriedly as she stepped back from her enraged mother.

"Good." Alcina nodded as she straightened herself "Go and let your sisters know. If any of you do wish to meet my old acquaintance, you'll will clear it with me first, understood?"

"Yes mother." Daniela nodded, fear still evident in her eyes at the rare display of her mother's temper.

"You will also refrain from lashing out at the servants, no matter the infraction, understood?" Alcina said.

Daniela nodded quietly at this, causing Alcina to scowl.

"Daniela, when your asked a question, you will answer." she snapped.

"Yes mother!" Daniela flinched.

"Good." Alcina said with a pleased nod.

Without another word, the Lady of the Castle turned and departed for her room for a quick bath and a change of clothing.

...


And done.

Next chapter, Lady of the castle...