The Legendary Spider-Man

by blackknight11757

This is the life story of Peter Parker as the legendary hero Spider-Man. This will explore his destiny as a hero as he goes on the most difficult journey, he'll faces off against all sorts of danger and saving lives, he'll meet and team up with other heroes like himself in his long quest to becoming the greatest hero of all time.

75. III: Ends of the Earth Part III

Volume III: Ends of the Earth Part III

This will be the twenty-fifth and final chapter of Volume III, the Web-Warriors finally arrived at A.I.M. island where Doctor Octopus and the Sinister Sixteen waited for Spider-Man to fall into the trap they've set up for them. Doctor Octopus leads his forces against the Web-Warriors as they have them overwhelmed and outgunned, the heroes are in for the battle for their lives and the lives of the entire planet. All hope would seem lost if not for the intervention of the Avengers coming to Spider-Man's aid in his fight to save the world. The battle for the Earth has begun as the heroes are fighting bravely to save the planet while Doctor Octopus is determined to end it, but this battle will sacrifice someone most dear to one of the Web-Warriors, the future of Spider-Man will be determined in this chapter as he fights the most epic battle yet.

The day is May 17th, the time is 12:30 PM around Barbuda, high up at A.I.M. headquarters, Doctor Octopus is waiting patiently for Spider-Man to fall into the trap he has set up for him, all the members of the Sinister Sixteen are very eager to get their revenge on the hero responsible for their downfall, it's been over an hour since Spider-Man announce to the world he's coming to fight for them, some of them are getting inpatient.

Vulture is losing his patience. "What is taking him so long? I'd thought he'd be here by now?!"

"Patience, my friend, after Spider-Man made that announcement on live TV to the world, he's coming without a doubt, especially since we hold the two people he holds most dear in our hands. I've spent months planning everything right down to it's details, I play the long game and it'll pay off in our favor." Doctor Octopus said.

All of a sudden, showing up on radar is the same craft that left Roosevelt Island hours ago, the same one Spider-Man is using to get here, Doctor Octopus is pleased everything is going as planned.

"Speak of the devil and he shall appear." Doctor Octopus is pleased.

Doctor Octopus looks out the window to see something coming in from a distance over the ocean, it's a quinjet heading their way about to enter their airspace, Doc Ock then took matters into his own hands and activates anti-air defenses around the island.

(Quinjet)

Spider-Man is piloting the quinjet as he can see A.I.M. Island straight ahead, it's been months since the last time he was here rescuing Pepper Potts with Iron Man and War Machine, now he's with Ghost-Spider and Kid Arachnid about to rescue May and Mary Jane from the clutches of Doctor Octopus, but he's also here to stop him from holding the entire world hostage and threatening to burn it down along with all life in it, Ghost-Spider and Kid Arachnid gazed upon the place that looks like a fortress.

"Whoa!" Kid Arachnid said.

"There it is, welcome to A.I.M. Island." Spider-Man said.

"It's hard to believe that a megacorporation owns an entire island nation." Ghost-Spider said.

"Believe it." Spider-Man said.

"What can we expect?" Kid Arachnid said.

"The headquarters looks more heavily fortified since the last time I was here, not to mention there's an army of minions to deal with, all armed with advanced weaponry." Spider-Man said.

"Why do you call them minions?" Kid Arachnid said.

"Cause they look like minions from the animated movies." Spider-Man said.

"Oh... I have to see for myself." Kid Arachnid said.

All of a sudden, the quinjet's radar is beeping red as they look out to see anti-air defenses are attempting to shoot them down.

"Everyone strap in now!" Spider-Man tells his team.

Kid Arachnid and Ghost-Spider both rushed to their seats and straps themselves down, Spider-Man is doing everything he can to avoid being hit and reach to a safe landing zone away from all the chaos. But eventually one of the rounds managed to hit the wings as Spidey is losing altitude, he's doing his best to find a place to land very fast, he finds a beach near the headquarters up ahead.

"Hang on, we're coming in for a crash landing!" Spider-Man yells out.

Spider-Man does his best to maintain control for a crash landing that won't kill them all, the quinjet eventually crashed down onto the beach hard and fast.

(A.I.M. headquarters)

Doctor Octopus and his team looks from high up to see the quinjet crashed down at the beach after being shot down, they wonder if whether Spider-Man survived the crash or not.

"Do you think he survived?" Vulture said.

"Of course, he's not so easy to kill... gentlemen, let's go out and give our insect friend a warm welcome, shall we?" Doctor Octopus said.

Doctor Octopus and the Sinister Sixteen are leaving to meet up with Spider-Man in person, this is the moment they've all been waiting for, their chance for revenge is here at last, Doc Ock has something special in mind for this occasion.

(Beach)

The quinjet is down on the beach as Spider-Man is starting to wake up and shakes off the pain of the crash landing, he survived along with Ghost-Spider and Kid Arachnid who are also starting to wake up and shake off the pain, Spidey went to their side to check on them to see if they're alright or injured.

"Ghost-Spider, Kid Arachnid, you guys alright?" Spider-Man is worried.

"Ahh... yeah, I'm good, just hearing some ringing in my head." Kid Arachnid said.

"That's normal, how about you, Ghost-Spider?" Spider-Man said.

"I'm okay, a little shaken, but I'm great." Ghost-Spider said.

Spider-Man felt relieved. "I'm glad... we gotta keep moving, no doubt they know we're here."

"Agreed, we're sitting ducks out here." Ghost-Spider said.

Kid Arachnid is getting up. "Lead the way, Spidey."

The Web-Warriors are stepping out of the downed quinjet still catching smoke from being shot down, all three heroes are walking down the beach heading towards A.I.M. headquarters up ahead of them. They had to walk on foot since there's nothing for them to use for web swinging, they kept on walking across sand until they stopped and sees something coming in from a distance. Spidey and his friends uses their visors to zoom in to see Doctor Octopus is coming along with his team of supervillains, among them is Kid Arachnid's uncle the Prowler, an army of A.I.M. soldiers along with battle tanks, there's only three heroes here against an entire island.

"Huh, they do look like minions." Kid Arachnid said.

"Told you." Spider-Man said.

"There's gotta be like hundreds on them, maybe thousands, we're completely outnumbered and outgunned, and we're at a huge disadvantage out here in the open." Ghost-Spider said.

"I know, this isn't going to be easy, most likely we'll lose, or worse." Spider-Man said.

"I know." Ghost-Spider said.

"I'm sorry I dragged you both into this." Spider-Man said.

"You didn't drag us into anything, we chose to be here." Kid Arachnid said.

"He's right, there's no other place I'd rather be than by your side." Ghost-Spider said.

"Thank you both for being here... okay, let's go to war." Spider-Man said.

The three Web-Warriors are continuing to walk down the beach, heading to meet the enemy coming their way, Doctor Octopus is using his tentacles to crawl on ahead leading his forces to battle, he wants to oversee this battle personally. Eventually the Web-Warriors came face-to-face with Doctor Octopus with the Sinister Sixteen along with A.I.M., the enemy's numbers are huge and there's only three heroes, Spider-Man and Doctor Octopus got to see each other again as mortal enemies, Doc Ock seemed more different than what he used to be.

"Spider-Man, welcome, we've been waiting for you." Doctor Octopus said.

"Doc Ock... you look very ill." Spider-Man said.

"Yes, my own creation that is now part of me, fused to my spine is killing me very slowly, only got a few months left to live. I shall be gone very soon from this world, but before that, I want to leave behind a legacy in my name, I want the world to remember this day I saved it." Doctor Octopus said.

"You could've done it without terrorizing the world and it's people. Do you really think that taking the whole world hostage will satisfy you?" Spider-Man said.

"No, you're right, it's not enough to satisfy me, cause there is one other thing I want to do before I leave this world." Doctor Octopus said.

"Me." Spider-Man figured it out.

"Yes, I still carry that wound of my humiliating defeat at your hands along with all my friends here, I promised them a chance at vengeance and I've delivered it, I knew exactly how to draw you out, by taking away what you hold precious in your heart." Doctor Octopus said.

"You planned all this, you never wanted me to stay away, you've used them knowing that I would come to save them against everything. This was all a trap, wasn't it?" Spider-Man said.

"You're here, aren't you? Without your Avengers friends to back you up, I needed to UN to force all you heroes into standing down, all except for you, I knew by taking away your loved ones that you never let this go, and here you are, all alone and vulnerable. I didn't expect that you'd bring your friends along, but that's fine with me, you can all die together." Doctor Octopus said.

The Web-Warriors then looks around to see some A.I.M. drones hovering high up in the air without any weapons as they're confused as to what their true purpose is.

"What's with the drones, Ock?" Spider-Man said.

"Oh, don't worry, they're completely harmless, they're programmed to record everything here on live TV for the whole world to see..." Doctor Octopus explained.

(New York City)

At Time Square, the jumbotron is showing off live footages of the events on A.I.M. island where Spider-Man and his team are right now about to face off against Doctor Octopus and his forces. At Oscorp Tower, Norman Osborn is watching from his office of Otto Octavius making his move, he remains calm and amazed that someone who once worked for him is capable of bring the whole world to it's knees. In Queens at the Thompson Residence, Flash is with his family watching his hero Spider-Man about to fight the biggest battle for the fate of the Earth. In Brooklyn at the academy, Anya Corazon is in her dorm room watching on the laptop of the events on A.I.M. island where Kid Arachnid is, she knows that Kid Arachnid is Miles Morales, she gets worried for her friend.

(Vienna)

The United Nations and the world leaders are watching multiple screens of each of the countries broadcasts to see that they're all hacked and showing off what's about to happen soon on the island on live TV, Doctor Octopus wants the whole world to watch, from China, England, Russia, Japan, Brazil, Canada, and America, everyone in the world is watching.

(A.I.M. Island)

From A.I.M. headquarters, May and Mary Jane are still held hostage there in the room, they still have access to the TV as they see that Peter came along with Gwen and Miles to rescue them, but they have to get through the Sinister Sixteen and an army of A.I.M. soldiers to get to them. Back down at the beach, the Web-Warriors are in for a battle of their lives and the fate of the planet.

"... everyone shall have the great honor to watch this moment, from the moment you came into this world, you've instilled hope into everyone's hearts, now they get to watch as I destroy that hope by destroying you before everyone's eyes, this shall be the day that Spider-Man will die and that I, Dr. Otto Octavius, delivered it." Doctor Octopus said.

"If you want to kill me, then here I am. Just let them go!" Spider-Man said.

"You want them? Come and take them, but you'll have to go through us!" Doctor Octopus is daring Spider-Man to make his move.

"If that's how it has to be, then I'm good with that." Spider-Man said.

"As am I, you and I have been locked in battle for years, but now this shall be the biggest battle in our lives, for the fate of the world, this will be our last stand." Doctor Octopus said.

Doctor Octopus moves himself back surrounded by his army, the Web-Warriors knows they're completely outnumbered and the odds aren't that great in their favor, still they prepare themselves for the fight of their lives against everything.

Doctor Octopus raised his tentacle and points. "CHARGE!"

The soldiers of A.I.M. all armed with batons and shields made their first move as the Web-Warriors meets them head on for combat, Spider-Man charged up ahead and drop kicks one of the soldiers down, Ghost-Spider uses the Iron Spider's legs to give herself a boost up in the air, she jumps down in the middle of them and uses the legs as weapons to knock out each of the soldiers down, Kid Arachnid punched one soldier down and back kicked another, but he's getting overwhelmed by so many of them as they all used their batons to deliver volts of electricity upon the young hero, Kid Arachnid is being shocked as it's becoming too much, he counters back by unleashing a powerful wave of venom blast on them all, knocking them out at once. Spider-Man fired a web grenade and neutralize several soldiers, Ghost-Spider swings her mechanical legs and sent a few flying off, Kid Arachnid does a slingshot kick and took out several soldiers, some of the heroes are being worn out as Doctor Octopus wants the heroes to exhaust themselves from combat so he sent in his soldiers to tire them out before sending in his Sinister Sixteen.

"Shall we?" Vulture said.

"Not yet." Doctor Octopus said.

Spider-Man got shocked from a baton behind his back, but his new armor provide some level of protection, he swings for a backfist and knocked out the soldier who shocked him, Spidey felt a bit of pain but shakes it off as he still got a fight ahead of him. Ghost-Spider is still engaged in combat against some soldiers while one of them is coming in charging with a riot shield and tackled her hard pinning her down, Ghost-Spider managed to keep her footing with the assistance of her spider legs, Ghost-Spider strikes back with powerful punch to the shield and knocked him back hard, she's feeling herself exhausted from using too much strength. Kid Arachnid supercharged his fists with electricity and strikes at each of the soldiers in his path, he took out a few until his fist turned back to normal, he's out of voltage and exhausted as Doctor Octopus witness his enemies getting weaker with each attack, just as he planned. The Web-Warriors took down the first wave but exhausted themselves in the process as their enemies are eager to join the fight.

"Now?" Vulture said.

"Yes, now!" Doctor Octopus said.

The Sinister Sixteen now joined the fight against the heroes, Spider-Man's sense tingles as Rhino is charging in for an attack and caught him off guard from exhaustion, Spidey got tackled pretty hard and sent flying as Ghost-Spider sees him crashing down on the ground.

"SPIDEY!" Ghost-Spider yells.

Ghost-Spider got distracted as Electro unleashed a beam of electricity upon her and her armor, the Iron Spider Armor is providing her some level of protection, but all that electricity Electro unleashed is short circuiting it as she's losing control of certain functions the armor provides, including the legs. Kid Arachnid sees Ghost-Spider and Spider-Man are in serious danger, but he got himself distracted as he felt something punched him hard in the face, he fell down on the ground as Prowler de-cloaks himself.

Kid Arachnid looks up at his enemy. "Aaron?"

"Kid Arachnid, we meet again." Prowler said.

"Don't do this." Kid Arachnid said.

"Sorry kid." Prowler felt bad.

Kid Arachnid is attempting to get back up but he felt the ground shaken as sand is forming up, taking in all the sand it can get, it's Sandman forming up in gigantic form and slams his fist down hard upon the young hero, Kid Arachnid managed to jump away in time before being crushed hard, but he got caught off guard by a swing from Scorpion's tail and he got sent flying in the air, Vulture is flying around and strikes with a drop kick on Kid Arachnid, send him back down where Shocker then strikes hard with a vibro-shock punch. Ghost-Spider fires back webbing upon Electro's face, blinding him, the shocking has stopped, but she got surprised by a laser strike by Beetle, she fell back down on the ground, she tries to get back up until she sees smoke forming up all around her, this is Mysterio's work with illusions, everything around her is dark and she's blind. Ghost-Spider can't see anything but darkness, Mysterio's illusion are doing it's work keeping her blind, she then hears some buzzing sounds around her, coming in charging is a swarm off bees as they overwhelmed her, Swarm is the one who's behind the attack, the armor she's wearing is protecting her from the stingers, but all those bees are keeping her down on the ground. Spider-Man is getting back up to see Ghost-Spider covered in bees.

"GHOST-SPIDER!" Spider-Man yells.

Spider-Man is attempting to move to assist his girlfriend, but his spider sense is tingling again as he got punched very hard by something very fast for him to fight back, he fell back down on the ground again, he looks up to see his old foe Speed Demon is the one who punched him.

"Didn't see that coming?" Speed Demon teases his enemy.

Coming in flying on his hovercraft is Jack O'Lantern carrying pumpkin bombs in his hands, he tossed them down as Spider-Man is running away trying to avoid the incoming explosions coming down upon him, but unfortunately one of the bombs got close enough to blast him off the ground as he fell down in pain, thanks to the armor he's wearing that damage was dampened. Spider-Man is in pain from that explosion, but fights through the pain and gets back up, but he sensed something being tossed at him, a bola wrapped itself around him, Kraven was the one who tossed that bola.

"We meet again, Spider." Kraven said.

Spider-Man tied up in a bola. "Kraven, how you been?"

"Still thinking about my son and daughter... everyday... locked in cages... because of you!" Kraven the tossed a punch in anger.

Spider-Man got punched very hard in the face and fell down, Kraven is kicking down Spidey while Chameleon joins in to kick the hero down, Spider-Man is taking both hits from the villains, he then uses all his strength to break free from the bola, Spidey jumped up and kicked Chameleon first, then he strikes with his elbow backwards at Kraven behind him. His spider sense tingles but was too late to react, as a stream of water is shot at him and consuming him within water, Hydro-Man is keeping Spider-man trapped within a bubble of water, Spidey is having a hard time breathing as he took matter into his own hands, he uses one of the suit's feature, a countermeasure built specifically to combat Hydro-Man, he unleashed a voltage of electricity from the suit and zapped Hydro-Man with so much electricity that the villain is forced to stop, the water dispersed and Spider-Man was freed.

Spider-Man is coughing out water, but he got surprised by a claw grabbing his neck and pulling him in, Doctor Octopus got his hands on Spider-Man, he then stretched out his other two claws and grabbed Ghost-Spider and Kid Arachnid by their necks, he pulled them in and held them next to Spider-Man, all three heroes are at Doc Ock's mercy, the supervillain is very pleased that all three of his enemies are now in his hands, Doc Ock then used a claw to remove the helmet Spider-Man is wearing, but the hero still has a face guard protecting his identity, but Doc Ock already knew who he is.

"I've waited a long time for this moment, now I've finally done something no one else was able to do, I've beaten you, Spider-Man. One thing you should've known about me, Spider-Man, I never miscalculate." Doctor Octopus said with joy.

Doctor Octopus then tossed all three heroes far out from them as they're too weakened and injured by their fight with the Sinister Sixteen, the villains managed to defeat all three of them with great precision, Spider-Man is slowly getting back up to see his friends are standing back up on their feet too, Doc Ock tossed the helmet back at Spider-Man as the camera drones around here are recording the whole thing for the whole world to see, he's glad to see Spider-Man in defeat and will die knowing that he fail everyone.

"This is it, this is the moment that the Amazing Spider-Man shall die. How pathetic, for all your effort, all your fame, all your power, in the end, you're nothing but a boy, just a child. It's pathetic to think that one boy can make all the difference, and now look at you, so helpless and beaten, unable to save the whole world, not even your loved ones, you failed everyone and you're about to die with the weight of your failures, knowing you led your two friends to their deaths... goodbye, Spider-Man, forever." Doctor Octopus said with pride.

Doctor Octopus nodded to Shocker, Electro, Mysterio, Beetle, and Prowler as they step forward along with A.I.M. soldiers armed with plasma rifles and some tanks aiming their cannons, all in position to execute them like a firing squad, Spider-Man stands next to Ghost-Spider and Kid Arachnid as they know they're about to die right here, right now, they stand together awaiting for their deaths by their hands.

(New York City)

People back home in New York are all in Time Square watching the news together to see that the heroes are about to killed off on live TV, this is all too disturbing to watch for them as none of them wish for Spider-Man and his friends to die. In Queens, Flash is stunned to see that his hero is about to die at the hands of Doctor Octopus and his team. At Roosevelt Island, inside the Spider-Cave Ganke is sitting behind unable to do anything to help his friend Miles from here, he can't imagine breaking the news to his parents about their son being dead cause he's a hero. In Brooklyn, Anya is scared to witness her friend Miles about to die in that moment, she just find out the truth and she began to understand why he's been doing what he does, he's a hero willing to do what's right, now he's about to die cause of it.

(A.I.M. Island)

From A.I.M. headquarters, May and Mary Jane are watching the TV of the Sinister Sixteen about to execute Spider-Man and his friends in front of everyone, May and Mary Jane are tearing up that they're about to be killed off right before their eyes, unable to be there for them. Doctor Octopus is about to give the orders for the kill to his team.

"On three... one... two..." Doctor Octopus is counting down.

"Aunt May... MJ... I'm sorry." Spider-Man whispered in disappointment.

All the guns are aimed at the heroes as Spider-Man, Ghost-Spider, and Kid Arachnid are standing by next to each other waiting their deaths, the supervillains are charging up their weapons and powers about to execute the Web-Warriors together right there in front of the whole world, all three heroes felt like they've failed everyone. Doctor Octopus yells out "THREE!" as he gave the Sinister Sixteen the go ahead to execute the Web-Warriors. All of a sudden, a loud crack noise came from the sky as the Bifrost came crashing down right in the middle of the kill zone, all the Sinister Sixteen are blinded by the large rainbow beam as Mjolnir came out flying and took out five of the Sinister Sixteen about to execute the kill all at once. Doctor Octopus can't see anything as he has no idea what's going on, Spider-Man on the other hand knows about the Bifrost as he knows exactly what this mean. Eventually Mjolnir returned back to the Bifrost as it disappears and return back to a hand, the Web-Warriors sees the God of Thunder himself is here, Thor, Spider-Man smiled, Kid Arachnid and Ghost-Spider are glad that someone came to their rescue, Doctor Octopus is confused as to why an Avenger is here.

Thor turns back to Spider-Man. "Man of Spiders!"

"Thor!" Spider-Man smiles.

Doctor Octopus looks ticked off. "What are you doing here?"

"You got a problem with the Man of Spiders, then you have a problem with me!" Thor defending Spider-Man.

"So be it, I got no problem killing off another hero, even a god!" Doctor Octopus said.

All of A.I.M. are prepared to attack Thor with the Web-Warriors until they hear an explosion back at the headquarters where the Anti-Air turrets are completely blown up by something flying in too fast, coming towards the heroes and making his entrance is Iron Man in his newest gold and red armor as he lands in front of them.

"Hey kid, sorry I'm late." Iron Man said.

"Better late than never." Spider-man smiles.

Iron Man then radios in the others. "Anti-air is down, you're all clear to land."

Coming in flying from the sky over the ocean is several aircrafts, a S.H.I.E.L.D. quinjet, an Avenger quinjet, and a Wakandan ship, reinforcements have arrived and landed on the beach, coming out of the S.H.I.E.L.D. quinjet is Captain America with Black Widow, Hawkeye, Spider-Woman, and Falcon, Captain America smiled and salutes to Spider-Man up ahead, Spider-Man smiled and salutes back. Coming out of the Wakandan ship is Black Panther along with Winter Soldier, both came to help Spider-Man in the fight. Coming out of the Avengers quinjet is Captain Marvel with Vision, War Machine, Wasp, and Ant-Man, Bruce Banner grew angry and turned himself into the Hulk, all the heroes came and joined Spider-Man in the fight, but a portal is opening up behind them as Doctor Strange is the one who created it and came out along with Quicksilver and Scarlet Witch to join this fight. Everyone who is watching all over the world are happy to see the Avengers here, that there's still hope for the world. Spider-Man is stunned and surprised as so many heroes came to help him in this fight to save the world, all the heroes joined up with Spider-Man.

"Hey son." Captain America smiled.

"Cap... what... what is this?" Spider-Man is happy and surprised.

"What does it look like? We came to help." Iron Man said.

"You guys didn't have to come." Spider-Man said.

"Yes, we did, besides, a soldier never lets another fight a battle alone." Captain America said.

"So like it or not, you're stuck with us, kid." Iron Man said.

"Aye, it is an honor to fight beside you, Man of Spiders." Thor said.

"You gave us all the strength to fight, we're all very proud of you." Captain America said.

Spider-Man smiled. "Thank you, all of you."

Captain America picked up Spider-Man's helmet and hands it to him. "Why don't you take the lead, son?"

Spider-Man took back his helmet as he now leads the heroes in the battle for the fate of the Earth, Ghost-Spider and Kid Arachnid both still have the strength to keep on fight as they stand beside Spider-Man and the Avengers, Doctor Octopus is very ticked off that so many heroes came against his threats on the world to aid Spider-Man in this battle for the Earth.

Spider-Man puts on the helmet and takes the lead. "AVENGERS... ASSEMBLE!"

All the heroes yelled out and charged towards their enemies together, Doctor Octopus raised his tentacle up giving the order to fight back, the Sinister Sixteen along with the entire A.I.M. army all charged together to face the heroes head on, Spider-Man leads the Avengers into battles as the entire beach became a battlefield, Spider-Man tackled Scorpion down hard, Hulk punched Rhino in the face, Captain America tackled Kraven with his shield, Iron Man and Beetle are in a firefight in the air as did Falcon and Vulture who are also taking it up in the skies. The whole world is watching as everyone is happy that the Avengers came to fight for them, they're supporting them in this time of crisis. Thor slams his hammer down hard unleashing a wave of electricity to zap some soldiers, he then spotted Electro hovering in the air.

"So you're the God of Thunder, I'm not impressed." Electro said.

"See if this impresses you!" Thor raised Mjolnir up in the air.

Thor is calling down lightning from the sky and charges up Mjolnir, Thor then discharged so much lightning towards Electro who then absorbed so much power Thor is throwing at him, Thor stopped as he's stunned to see Electro supercharged because of him.

"Odin's beard!" Thor is stunned.

Electro smiles with so much power. "Thanks for the juice!"

Electro discharged back so much electricity towards Thor who then uses Mjolnir to take back the power he just threw at Electro, meanwhile Ant-Man is in miniature form riding a flying ant as Sandman is now humongous trying to hit the miniature hero with so much sand until it eventually hit him, Ant-Man fell back down in the sand as Sandman is absorbing the sand Ant-Man is trapped in, trying to suffocate him.

"Time to die, Tiny." Sandman said.

Ant-Man is struggling within the sand as he tries to do something very drastic, he bursted himself out of the sand and grew into Giant-Man and caught Sandman by surprise.

"Who are you calling Tiny, Litter Box?" Giant-Man taunts.

Giant-Man and Sandman are both humongous and engaged in a fist fight against one another. Back down on the beach Wasp zapped some soldiers down until she spotted Swarm dispersing himself into thousands of bees, she shrinks herself down and flies away escaping the bees chasing her, while flying in the air she fired back her stingers and took out some bees. Black Widow is engaged in battle against Chameleon who is attempting to swing his knife to cut her up, Widow is quite agile managing to dodge every blade cut until she fires back her gauntlets and zapped Chameleon's hand, forcing him to drop the knife, Widow pulls out her batons and strikes hard at Chameleon, knocking him down. She defeated Chameleon, but she got caught off guard as something very fast punched her in the face and she fell down on the sands, Speed Demon is the one who threw that punch, but he then got surprised as something else very fast as him punched him and knocked him down on the ground, Quicksilver appears before Speed Demon.

"Didn't see that coming?" Quicksilver taunts.

Quicksilver and Speed Demon both speeds away and engaged each other in a fight between two speedsters, Black Widow is attempting to get back up on her feet but a few A.I.M. soldiers are aiming their guns at her, but they each got attacked by arrows with great precision, Hawkeye was the one who fired those arrows, he rushed to her side and helps her up on her feet, they then sees several A.I.M. soldiers armed with shields, Hawkeye quickly pulls out some arrow and fired them from his bow, but the shields protected them as the arrows can't penetrate them.

"We're going to need something big!" Black Widow said.

A grenade round was launched and blasted away the shielded A.I.M. soldiers, Black Widow and Hawkeye turns around to see Winter Soldier is the one who fired that round and saved their lives.

"Did someone asked for something big?" Winter Soldier holding up his assault rifle with grenade launcher.

"Show off!" Hawkeye isn't impressed.

"Are you alright, Widow?" Winter Soldier asking Black Widow.

"Yeah, thanks." Black Widow is grateful.

"Hey, what about me?" Hawkeye felt left out.

"I believed I've saved both your lives." Winter Soldier pointed out.

"I saved her first." Hawkeye pointed out too.

Black Widow breaks up the bickering. "Okay boys, I think it's sweet you're both fighting over me, but can we stay focus on the battle?"

Black Widow went back into battle as Winter Soldier and Hawkeye followed, up in the air Falcon is flying high up trying to avoid all the razor feather Vulture is tossing his way, he made it high up and descends down at high speed, Vulture flies up towards his enemy about to face him head on, Falcon on the other hand has something in mind, his pack is about to launch his drone, Falcon got close enough and launched Redwing towards Vulture's head, knocking him off balance. All of a sudden a number of tanks are firing their cannons as Doctor Strange uses his magic to create a barrier to protect himself and his allies in the battle.

"Can anyone do something about those tanks?" Doctor Strange holding up the barrier.

War Machine flies up ahead. "Not to worry, I got this!"

War Machine flies towards the tanks in a straight line as he dropped some bombs from his armor and destroyed them all at once, Doctor Strange was about to lower the barrier until Mysterio steps in and fires his palm laser at the Sorcerer Supreme who then used the barrier to protect himself.

"Impressive, and here I thought I was the only one with tricks up my sleeve?" Mysterio said.

Mysterio then used his illusion tricks to create multiple versions of himself to confuse the Sorcerer Supreme, Doctor Strange then used his own magic to create multiple versions of himself to counter Mysterio's trick, but the only difference is that Doctor Strange's illusions can cast magic as they all unleash mystical beams and took out all the illusions of Mysterio at once, including the real one.

"You might be an illusionist, but I'm the Sorcerer Supreme." Doctor Strange said.

Ghost-Spider jumps up in the air towards Jack O'Lantern on his hovercraft and punched him off, Kid Arachnid got himself trapped inside a bubble of water as Hydro-Man is trying to drown out the hero who is still out of power from using his venom blast, but Spider-Woman came to his rescue and used her own venom blast to shock Hydro-Man out, the bubble dispersed and Kid Arachnid is coughing out water, catching some air, Spider-Woman offer her hand and he took it, helps him up on his feet.

"Thanks, ah..." Kid Arachnid said.

"Spider-Woman." Spider-Woman introduced herself.

"Right, Spider-Woman, thanks a lot." Kid Arachnid said.

Up in the air, Iron Man is engaged in combat against Beetle who is using his own hi tech suit to counter the power armor of Iron Man, both of them are flying up in the air as Iron Man unleashed a volley of missile at the villain, the supervillain released flares and then cloaks himself from sight, the missiles hits the flares as Iron Man missed his target, he looks around trying to find him. His sensor picked up something coming from behind him, he turns around and aims his repulsors but Beetle caught both wrists and aims them away from him, taking away his ability to use his repulsors.

"Give it up, Iron Man, I took away all your weapons." Beetle said.

"Not all of them." Iron Man said.

Iron Man diverts all the power from the suit towards the arc reactor as it's charging up for a shot, Beetle is too late as Iron Man fired his unibeam and blasted away Beetle as the supervillain came crashing down on the ground with his suit wrecked.

"Now we're even." Iron Man said.

Rhino and Hulk are fighting fist to fist with one another as they're equally strong, Rhino then picked Hulk up and tossed him hards towards one of the wrecked tanks, Hulk landed on the tank as he spotted Rhino coming in charging for a horn attack, Hulk got very angry as he then grabbed the barrel of the tank and swings it hard with all his strength, Rhino then got hit very hard and got sent off the ground flying.

"Take that, ugly!" Hulk smiled.

Spider-Man is being wrapped up in Scorpion's tail unable to break free, coming in to help is Black Panther who then uses his claws to cut off Scorpion's tail off, freeing Spider-Man from Scorpion's grasp. Doctor Octopus looks around to see that things aren't going as planned now that the Avengers are here to help Spider-Man, he then listens on the comm of the entire world cheering for Spider-Man and the Avengers to win this battle. Doc Ock hates that things aren't going his way, he makes a tactical retreat back to his fortress along with Prowler to execute his endgame for the world. Spider-Man then noticed Doc Ock retreating from battle as he has a bad feeling about this.

"He's getting away!" Spider-Man points out.

"Go Spider-Man! We'll hold them off, stop him, save the world!" Black Panther said.

"Thanks, Ghost-Spider, Kid Arachnid, let's go!" Spider-Man calling out.

Ghost-Spider and Kid Arachnid look to see Spider-Man chasing after Doctor Octopus heading towards A.I.M. headquarters, they follow after him hoping to stop the supervillain from executing his threats against the world, he past by Captain Marvel taking in the vibro-shocks Shocker is throwing her way, she's absorbing the energy he's throwing at her and unleashed a photo beam and blasted Shocker back.

"Captain Marvel, I need you up in space, take out those satellites before they burn the whole world down!" Spider-Man said.

"I'm on it!" Captain Marvel said.

Captain Marvel is flying off into space to take out the satellites personally before Doc Ock gets the chance to use them on the world, Iron Man is blasting away some soldiers as he sees Captain Marvel flying up into space, he gets the idea what she has in mind as he has something in mind too.

"F.R.I.D.A.Y., send me the Starboost!" Iron Man calling out.

Doctor Octopus looks back to see the heroes attempting to stop him, he then remote activate the headquarter's shield generator, a barrier is being formed up around the headquarters as it blocked the Web-Warriors attempts to catch up with Doc Ock, Spider-Man slams his fist upon the barrier unable to get through.

"Blast!" Spider-Man is disappointed.

Scarlet Witch flies up to the Web-Warriors. "What's wrong?"

"There's a barrier between us and Ock, we can't get through!" Spider-Man said.

Scarlet Witch then thought of something. "I know a way."

"You can bring down the barrier?" Spider-Man said.

"No, but I could make a tear, but only for a moment, you'll all have to move fast." Scarlet Witch said.

"Okay, go for it." Spider-Man said.

Scarlet Witch then focuses her chaos magic upon the barrier and uses all her strength to create a tear in the barrier.

"GO!" Scarlet Witch yells out.

Spider-Man, Ghost-Spider, and Kid Arachnid quickly jumps through the opening and made it on the other side, Scarlet Witch then exhausted herself and broke focus, closing the barrier behind them, they see Scarlet Witch on the outside all worn out.

"Wanda, are you alright?" Spider-Man said.

"I'm... okay... go!" Scarlet Witch said.

Spider-Man nodded his head as he leads the Web-Warriors straight after Doctor Octopus at A.I.M.'s door, the supervillains sees the heroes somehow managed to find their way past the barrier.

"Go, Doc, I'll hold them off!" Prowler said.

Doctor Octopus then enters the building as Prowler stays behind to hold off the Web-Warriors, he unleashed a pulse blast upon the heroes as they scatter, they're pinned down unable to proceed any further, Kid Arachnid looks ahead to see it's his own uncle who's attacking them, keeping them from saving the world.

"We need to get past him, we're running out of time." Spider-Man said.

"You both go, I'll stay and take him." Kid Arachnid said.

"Are you sure about this?" Spider-Man said.

"Yes, I'm sure, this is personal, please understand." Kid Arachnid said.

Spider-Man sighed. "I understand... be careful and good luck."

"You too. Okay, I'll give you both an opening, get ready." Kid Arachnid said.

Spider-Man and Ghost-Spider waiting and rushed towards the building as Prowler will attempt to stop them, but Kid Arachnid fired off some webbing in his direction as Prowler uses his plasma claws to cut the webbing, Spider-Man and Ghost-Spider managed to slip past Prowler and made it inside the building as Kid Arachnid and Prowler are the only ones left outside about to face each other in combat.

"Kid Arachnid, I guess it's just you and me now." Prowler said.

"It doesn't have to be this way, Aaron, you can stop all this, it's not too late." Kid Arachnid said.

"Yes, it is." Prowler won't back down.

"If that's how it has to be, then there's no other way, I'll do what I must." Kid Arachnid won't back down either.

Kid Arachnid doesn't like the idea of fighting his own uncle, but for the Earth, it has to be done, he then charged ahead as did the Prowler as two of them are engaged in combat for the fate of the Earth.

(Space)

Flying far up through the atmosphere is Captain Marvel as she finally made it into space and spotted one of the Octavian Lens satellites up ahead, she charged herself towards the satellite to destroy it, she almost reached it until she bumped herself against what appears to be a barrier surrounding the satellite.

"SHIT!" Captain Marvel cursed.

Captain Marvel has no idea what's going on, she flew in closer as a barrier is protecting the satellite, she tries to slam her fist with all her strength trying to crack it, but to no avail, the barrier still remains strong and she's unable to destroy any of the satellites.

"Damnit." Captain Marvel then radios someone. "Spider-Man, come in."

(A.I.M. Headquarters)

Spider-Man and Ghost-Spider are inside A.I.M. headquarters attempting to find Doctor Octopus before he could activate his superweapon, also to locate Aunt May and Mary Jane who are held hostage somewhere around here, calling to Spider-Man from space is Captain Marvel.

"Spider-Man, do you read me?" Captain Marvel said.

"I read you, did you destroy the satellites?" Spider-Man said.

"That's the problem, I can't, they're protected by some kind of barrier, I can't break through." Captain Marvel said.

Spider-Man sighed. "Doc Ock, always thought of everything. Okay, I'll find out where the controls are to the shields and shut them down, be ready."

"I will, good luck Spidey." Captain Marvel said.

Spider-Man then makes contact with Ganke Lee. "Ganke, are you still there?"

"Yeah, I'm here, what do you need?" Ganke Lee said.

"We're inside the headquarters, we need a read on where Doc Ock is, and also we need to find out where Aunt May and MJ are held captive." Spider-Man said.

(Spider-Cave)

"Hold on, I'm tapping into the satellites above you." Ganke Lee is typing the keyboard.

Showing up on the big screen is schematics of the headquarters Spider-Man and Ghost-Spider are currently in now, he track one of the heat signature to a central control room high up at the top, he also spotted two heat signatures in a room down below the top.

"Got it, Doc Ock is at the top of the tower in a control room, and there's two heat signatures down below him in a room, sending you both their location." Ganke Lee typing the keyboard.

(A.I.M. Headquarters)

Spider-Man and Ghost-Spider received the locations through their visors, they got the exact locations on both Doctor Octopus and where Aunt May and Mary Jane are held hostage.

"Got it, thanks Ganke, you've been a great help." Spider-Man said.

"Good luck, Spidey." Ganke Lee said.

"We'll have to split up, I'll take the room where MJ and your aunt are, you go stop Ock." Ghost-Spider said.

"Okay... be careful, Gwen." Spider-Man said.

"You too... Pete." Ghost-Spider said.

Spider-Man and Ghost-Spider lift up their masks partially and gave each other a long kiss before they part ways, they eventually stopped and pulled their masks down.

"Go." Ghost-Spider said.

Spider-Man went off in one directions to find Doc Ock while Ghost-Spider went off in another to find May and Mary Jane.

(Outside)

A battle is happening out there on the beach, Electro is discharging electricity towards Thor flying at him pulled by Mjolnir, Thor managed to get a hold of Electro as he then tossed him back at Hydro-Man still engaged in combat against Vision who is phasing through water, Vision spotted Electro coming towards Hydro-Man, he then flies away to safety before Electro made contact with Hydro-Man, both villains collided with each other as their powers are complete opposites, Electro got drained of all his power and Hydro-Man got shocked with so much voltage. Iron Man is engaged in combat in the air against a few A.I.M. soldiers on jetpacks, he blasted them away with repulsor blasts until he got the message from the A.I. F.R.I.D.A.Y..

"Boss, the Starboost is here." F.R.I.D.A.Y. said.

"Thanks F.R.I.D.A.Y., time to change suits. Take over." Iron Man said.

Iron Man then flies away higher up from the beach as the armor he's in unlocks and Tony Stark falls down from the air while another Iron Man suit is coming his way to intercept, the newly designed and yet untested space suit all white, silver, and gold built for space exploration called the Starboost suit, Tony fell down as the armor opens up and he dons the new suit in mid air, now he's in his new Starboost suit while F.R.I.D.A.Y. is controlling the other suit Tony was wearing before.

"Thor, let's go." Iron Man said.

Thor spins his hammer around and launched himself into space along with Iron Man in his space suit, both are heading into space to aid Captain Marvel with destroying the satellites in time before they can burn the whole world down.

Back down on the ground, Prowler is fighting off against Kid Arachnid who is holding back from hurting his own uncle, Prowler is attacking with his claws determined to finish off the hero without knowing that he's his own nephew. Prowler thrust his claw at Kid Arachnid who then gripped his wrist and tossed the villain over hard on the ground, Kid Arachnid has his fist all charged up with venom about to make the strike, but he hesitated in that moment, he couldn't do it. Prowler noticed the hero has hesitated as he strikes back with a pulse blast and sent him off flying towards the wall. Kid Arachnid got himself hurt as Prowler got a hold of his neck and pinned him down, his claws ready to kill.

"Now it's time to end this for good!" Prowler ready to kill.

Kid Arachnid is about to have his life taken by his uncle in that moment, so he resorted to the only thing he knows that could reach him, he slowly pulled off his mask and show his face as Miles Morales. Prowler stopped himself upon seeing Miles in front of him, he became shocked to find out that Kid Arachnid is his own nephew Miles Morales.

"Miles?" Prowler is stunned and shocked.

Prowler charged down his claws and takes off his helmet, Aaron is still processing that he's been fighting against his own nephew this entire time without him knowing it.

"Oh, no, no, no." Aaron felt guilty.

"Please, Uncle Aaron." Miles said.

Aaron couldn't bring himself to fight his nephew anymore, he then released Miles's neck and freed him, Aaron felt nothing but guilt and regret.

"Miles, I'm so sorry, I didn't know." Aaron felt guilty.

"I'm sorry too, I couldn't tell you, Uncle Aaron, not even mom and dad know, I wanted to keep you all safe." Miles said.

"I had no idea that you were a superhero... I almost killed you, Miles." Aaron felt bad for everything.

"Why Aaron? Why become the Prowler? You had a good life and you threw it all away for this." Miles said.

"I wanted to get out, I tried to get out so many times, finally live a legit life without having to commit any crimes, I wanted you to see me as a changed man, but once you make a deal with the devil, he'll never let you go. Fisk called me one day and threatened my family if I ever refused to get back into crime, so I did what I had to do for you and my family. I know I've disappointed you, and I am so sorry for everything." Aaron apologizes.

"Why continuing being a criminal? Why do you keep making the same mistakes?" Miles said.

"Everyday I was back inside, I came to realize that I can never change who I am no matter how hard I try, this is who I am, Miles, a criminal, a bad man." Aaron said.

"No... you're wrong, you're not a bad person, Aaron, just a good man who made some bad mistake, but never a bad person... Right now, I need your help, Doc Ock is going to burn the whole world, including my mom and dad, they'll die along with billions of lives unless we stop him. Please Uncle Aaron, prove to me that the man I know is in there, the guy who took me out for my first graffiti, who taught me how to draw with a spray can, who encouraged me to get into art, who told me that I'm meant for more in life than the streets, I know that guy is still there in you. You can still do the right thing, Uncle Aaron, it's never too late, please help me stop him." Miles is reaching through to Aaron.

Aaron Davis listened to his nephew's words, he knows that he's made so many mistakes in his life and those mistakes took everything away from him, but he knows that Miles is right, a part of him is still a good man, he knows that the whole world is facing right now, Doctor Octopus is going to burn it all down and kill off billions of lives, including his brother and his wife, Aaron has an opportunity to make the right choice for his nephew and for himself.

(Inside)

Ghost-Spider is running down the hallway as she spotted a couple of A.I.M. security up ahead armed with batons, they charged at her about to engage her in combat, one swings his baton on her head as she slides down past the fist one and flash kick the other, took him down, the other one turns around and swings back as she jumps backwards and does an inverted frankensteiner on the last one, she took both of them down, she spotted the room up ahead. Inside the room, May and Mary Jane are looking out the window to see a war happening on the beach, the Avengers overwhelming the Sinister Sixteen and A.I.M, all of a sudden the door opens behind them, they turn around and see Ghost-Spider came to rescue them.

"May! Mary Jane!" Ghost-Spider sounded relieved.

"Gwen." Mary Jane smiled.

Ghost-Spider takes off her mask and rushed to give May and Mary Jane a hug, she's relieved to see them both alive and unharmed.

"Thought I'd never see you both again." Gwen smiled.

"We felt the same way, where's Peter?" May said.

"He's on his way to stop Doc Ock, I just hope it's not too late." Gwen puts her mask back on and becomes Ghost-Spider. "Come on, we need to get out of here."

Ghost-Spider is leading May and Mary Jane out of the room and making their escape from the building, unknown to any of them, Monica Rappaccini is taking a peek from a door in the hallway, she sees the hostages have escape, knowing what's happening out there on the beach, she knows that things aren't going Ock's way, she decided to take matters into her own hands, she made her way towards the room where M.O.D.O.K. is resting, she made it inside to see the guy himself still asleep, she starts to wake him up as she needs him for something.

In another part of the building at the top, Spider-Man eventually made it to the control room where all of the Octavian Lens satellites are monitored and controlled from here, Doctor Octopus is making the preparations to unleash his superweapon upon the whole world, he already initiated the countdown as all the satellites are preparing to sync together to burn up the world and killing off all life, Doc Ock turns around to see his nemesis Spider-Man here.

"What's a matter, Doc? Things aren't going according to plan? It seems to me that you've miscalculated big time." Spider-Man mocks.

"You dare to mock me? My intelligence? This world could've been perfect if only they accept my vision, I provided everyone a solution to saving the planet, but it's very typical of humanity to throw away that gift." Doctor Octopus said.

"They would've accepted your help, Ock, if only you didn't resort to threatening all of humanity. What did you think was going to happen? You think humanity will cower in fear because of your threats? Humanity maybe flawed, but even they have the potential to change for the better, and they did, by standing up to you, together." Spider-Man said.

"Let's see how brave they all are once they witness their world on fire." Doctor Octopus said.

"Ock, what did you do?" Spider-Man demanded.

"I warned you all what would happen if the Avengers ever came, now it's happening, I'm delivering on my promise, all of humanity is about to burn cause of you." Doctor Octopus said.

"So you're just going to burn the whole world down out of spite?!" Spider-Man protested.

"WHAT HAS THE WORLD EVER DONE FOR ME, SPIDER-MAN?! I've dedicated my entire life helping humanity through science and all I got in return to be treated like crap. You know what, damn this world and damned all of humanity, it doesn't deserve to be saved, it can all burn in Hell." Doctor Octopus is very angry at the world.

"That's not going to happen, Ock, me and my friends will stop you no matter the cost." Spider-Man said.

"You will die trying... Parker. This is it, this is the moment we make our final stand, a battle between two mortal enemies has arrived and only one will emerge victorious and the one shall fall." Doctor Octopus said.

"I'm good with that, let's end this once and for all." Spider-man accepts the terms.

Spider-Man spotted the controls up ahead and he bets one of them can shut down the shields protecting the Octavian Lens satellites in orbit, his friends in space are awaiting for him to shut them down so they can destroy them, but the only way to get to that switch is through Doctor Octopus, he'll need to defeat him to save the world. Spider-Man then charged towards the controls as Doc Ock swings his tentacles attempting to stop him, Spidey does some gymnastics getting through the tentacles, he got past Ock and almost reached the controls, but he got gripped by the claw and tossed away hard by the supervillain.

"You didn't think that it's was going to be that easy, did you?" Doctor Octopus said.

Spider-Man is getting back up. "I won't give up."

"Neither will I, the only way to the controls is through me." Doctor Octopus said.

"Then I'll have to go through you, anyway I can." Spider-Man said.

Doctor Octopus swings a tentacle down hard on Spider-Man as the hero flips out of the way and fires a couple of webbing past him, he pulls and does the slingshot kick and hits the supervillain hard, crashing him against a wall, he then sees the monitors to see the satellites are beginning to sync together to cover the whole Earth, he jumps away from Ock as he tries to reach the controls to shut down the shields, but a claw gripped his neck, he got pulled away and his arms and legs are being gripped by the tentacles, keeping the hero immobilized.

(Space)

Captain Marvel is in space awaiting near the satellites as she spotted Iron Man coming up in his Starboost suit along with Thor, all three heroes are waiting for Spider-Man to shut down the shields protecting the satellites, but they're shocked to see all Octavian Lens are syncing up with one another preparing to form a heat ray barrier around the entire Earth to burn it all down instantly.

"Crap!" Captain Marvel said.

"Kid, the satellites are powering up, we're running out of time, we needs those shields down now!" Iron Man said.

(A.I.M. Headquarters)

Spider-Man is still immobilized, unable to do anything as these tentacles are much stronger than the old ones Ock used before, he received the message from Iron Man that the satellites are about to be operational and ready to burn the whole world down, but he can't escape from Ock's grip.

"Can you feel it, Parker? The end is near, you've failed... Goodbye, Peter Parker." Doctor Octopus said.

Doc Ock then wrapped a tentacle around Spider-Man's neck and strangles him, cutting out his oxygen and choking him to death, Spidey is running out of air as he's blacking out from no air, his eyes are about to close until Doc Ock got himself punched very hard by something invisible, the tentacle around Spidey's neck is loosen and the claws are opening up, Spider-Man fell down on the ground coughing and catching some air. Doc Ock is getting back up as he wonders who attacked him and denied him the chance at killing Spider-Man, appearing out of nowhere is Kid Arachnid, coming into the room is Aaron Davis.

"Davis, what is the meaning of this?" Doctor Octopus said.

"I'm here to help my nephew stop you, but you already knew who he was, didn't you?" Aaron Davis said.

"I see Miles showed you the truth, I had hoped it would never come to that, clearly I was wrong." Doctor Octopus said.

"I almost killed him because you kept this from me, that is unacceptable!" Aaron Davis is mad.

"I would've been glad if you actually did that, but now I must do the honors of killing both of them." Doctor Octopus said.

"Like hell you are!" Aaron Davis fires a pulse blast.

Doctor Octopus got blasted back against the wall by Prowler, he then counters by stretching out his arm, Aaron got hit pretty hard and got knocked out, Doctor Octopus is getting back up as Spider-Man quickly webs up his face, blinding him, he then got on top of the exo skeleton and wrapped his arm around his neck, holding him in place, Kid Arachnid then looks to the controls to the Octavian Lens.

"Spidey, hold him off, I'll get to the controls." Kid Arachnid said.

Doctor Octopus panics. "NOOO!"

One of Ock's claws gripped Spider-Man's neck and tossed him towards the wall very hard, he then removes the webbing from his face and can see again, he spotted Kid Arachnid at the controls attempting to shut down the shields, meanwhile Aaron Davis is recovering to see his nephew trying to stop the superweapon but was too distracted to noticed Doc Ock about to make his move. The supervillain attempts to stop Kid Arachnid as he draws out a metal spike from his claw to kill him.

"Now you shall die, Miles Morales!" Doctor Octopus said.

Doc Ock thrust his blade at Kid Arachnid at the controls, the young hero is too distracted to noticed as Aaron rushed to him to save him, Kid Arachnid's spider sense tingles but was too late to react as he turns around to see the blade coming his way, but Aaron stepped in and used his body as a shield, he took the hit and got pierced in the chest right before Kid Arachnid's eyes, Aaron is too hurt to say anything as Ock's tentacle lifts him up.

"AARON!" Kid Arachnid screams.

Doc Ock then tossed Aaron aside all wounded in the chest as Kid Arachnid got very angry and charged at the supervillain in anger, he then punches him with venom shocks with so much anger in him for what Ock had did to his uncle, Spider-Man sees that Kid Arachnid is keeping Doc Ock very busy as he looks to the screen to see all the Octavian Lens are fully synced up and ready to unleash heat upon the world, he rushed to the controls and tries to find the one for the shields as quickly as he can. Meanwhile Kid Arachnid is hitting Doc Ock in anger that he's not fully focused, the supervillain took the opportunity to grab his neck with his claw, he then used his other claws to hold off Kid Arachnid's limbs and held him in place, Kid Arachnid can't break free from Ock's grip, one of Ock's claw removed Kid Arachnid's mask and shows the face of Miles Morales.

"Time for you to join your uncle in the afterlife." Doctor Octopus threatens to kill Kid Arachnid.

Miles then resort to the only thing he can do to defeat Ock, he taps into his venom powers for whatever he's got left in him, he tries out something he's never done before in his life, he charged himself up and yells out loudly, unleashing an explosion of venom energy all around him, a mega venom blast, Doc Ock's claws are still gripping the hero as venom energy unleashed are being channelled through the tentacles and making their way to the man himself, Doc Ock is being shocked with so much venom electricity, Miles still screams out unleashing all he can as Doc Ock is screaming in pain from too much voltage his body is taking in, his exo-skeleton is taking too much electrical abuse that it's short circuiting his system. Miles then stop screaming and shocking as Doc Ock fell down on the ground after being shocked for so long, Spider-Man is stunned to see Miles defeating Doc Ock on his own, but he's got other things to worry about.

"Spider-Man, we need those shields down now! Time is running out." Iron Man said.

(Outside)

The Avengers are still engaged in combat against the Sinister Sixteen, they've neutralized some of the supervillains as some of them are bugging out from battle, all of a sudden the skies are turning red, everyone stopped fighting as they know the end is here, meanwhile from A.I.M. headquarters, coming out of the building is Ghost-Spider with Mary Jane and May as they look up at the sky to see that it's starting to heat up again, this time it'll be fatal, the end is here.

(Inside)

Spider-Man then rushed towards the controls and tries to find the one for the shields, he seemed to have found it and prays that this is the one, he pressed it as he looks at the screen to see all of the Octavian Lens are synced up and unleashing deadly heat rays upon the Earth, but he also sees that the shields are shutting down, Spider-Man sighed as he did it.

(Space)

Up in orbit, Iron Man, Captain Marvel, and Thor are watching as the Octavian Lens have engulfed the Earth in deadly heat rays, they felt like they were too late as the entire planet is about to be burned out along with all life, but Iron Man's visor got a reading on all the satellites, their shields are down.

"Tony, the shields are down, take 'em out now!" Spider-Man said.

"Got it, this is it, destroy them all!" Iron Man said.

Iron Man then charged up his chest piece and unleashed a unibeam upon one of the Octavian Lens satellites, he successfully destroyed one and broke up part of the heat ray barrier, saving at least part of the planet, Thor spins Mjolnir around charging it up and unleashed a storm of lightning upon several satellites, blowing them up, Captain Marvel is moving around orbit at high speed crashing through any Octavian Lens satellites she can get, the entire heat web is breaking apart as debris of satellites are falling down from orbit.

(Earth)

Everyone all around the planet can see the red skies are clearing up and the heat is dying down and the skies are raining down burning debris of satellites there were just destroyed thanks to the Avengers, everyone in the whole world is smiling and cheering that the Avengers did the impossible once again, they've save the entire planet from being burned up. In New York, people at Time Square are cheering for the heroes and all they had done for the world. At Roosevelt Island, Ganke Lee is smiling that his friends did it, they saved the world. In Queens, Flash is cheering with his family that his hero Spider-Man did the impossible, he saved everyone in the world. In Brooklyn, Anya is happy to hear that Miles did it, he and his friends are heroes. At the UN in Vienna, the world leaders are happy to see that the Avengers once again saved the world and everyone got to live their lives again without fear. At A.I.M. island, the Avengers are smiling that their teammates did it, they saved the world in time, Ghost-Spider along with Mary Jane and May are happy to find out that this was all Peter and Miles who made this possible.

(A.I.M. Headquarters)

Back inside the control room, Spider-Man is looking at the screens of multiple satellites are offline and destroyed, his Avengers friends were success in destroying them in time before the whole world could be burned along with all life, Miles Morales is tried out from using that mega venom blast to defeat Doctor Octopus, it took a lot of energy out of him to perform such a power, he moves over to see his Uncle Aaron down on the ground all injured in the chest by that blade strike by Doc Ock, he rushed to his side to check up on him.

"Uncle Aaron." Miles is worried.

Aaron is too injured. "Ah... Miles..."

"Take it easy, Uncle Aaron, we'll get you some help." Miles said.

Spider-Man looked to see Aaron Davis is in bad shape, Miles is by his side trying to help, Spidey then looks to a defeated Doc Ock laying down on the ground, he walks over to make sure that he's completely neutralized, unable to fight back, all that venom blast he took from Miles did a number of damage to both his body and his harness.

"It's over, Ock, you've lost." Spider-Man told his nemesis.

Doctor Octopus chuckled. "Wrong again... we all lose."

Doctor Octopus holds up a remote and triggered something, there was an explosion few floors down below, causing a tremor throughout the building as the alarms are ringing loudly, there's more explosions all around, Doc Ock activated a self destruction sequence, he wants to blow up the building and take the heroes down with him.

"We're all going to die together, Parker!" Doctor Octopus smiles.

Miles picked up Uncle Aaron and carried him over his shoulder to get him out of here, Spider-Man then attempts to save his enemy against his better judgement, but the ceiling ahead of him caved in and consumed Ock in the debris.

"OCK!" Spider-Man yells.

"Spidey, it's too late, let's go!" Miles yells.

Spider-Man and Miles both make their escape from the building, they're running down the hallways trying to find a place for them to jump out of, meanwhile back outside everyone watched as A.I.M. headquarters is about to explode very soon, including Ghost-Spider with May and Mary Jane as they know that Peter and Miles are still inside the building. Coming out from the other side of the building is M.O.D.O.K. crashing out flying in his Doomsday Chair carrying himself and Monica Rappaccini, both are fleeing far away from the island. Back inside the building, Spider-Man along with Miles carrying Aaron sees a window up ahead for them to jump out of.

Spider-Man press his earpiece. "If anyone can lend some assistance, now is a good time, cause we're about to jump from up on high!"

An explosion came out of the hallways as Spider-Man and Miles are running as fast as they can to avoid it, they finally reach the window and both jumped out before the explosion flames can consumed them, but now they're falling down from high up and still falling. All of a sudden coming to their aid is an Iron Man suit flying over them, Spider-Man and Miles both webbed up their lines on the armor as it flies them far away from the headquarters.

"Thanks Tony, just in time!" Spider-Man is grateful.

"I am not Tony Stark, Mr. Parker." F.R.I.D.A.Y. corrects him.

"Oh, it's you, F.R.I.D.A.Y., my mistake, thanks." Spider-Man is still grateful.

F.R.I.D.A.Y. operating the Iron Man suit is pulling away Spider-Man, Miles, and Aaron away from the headquarters until the final explosion was trigger and completely obliterated the entire building and everyone in it, Spider-Man is stunned to see it gone, there's no way Ock could've survived it, everyone on the beach can see the huge explosion from where they are, the entire A.I.M. headquarters has been destroyed. The Avengers along with Spider-Man's loved ones are stunned to see that it's all gone, they assumed the worst, Gwen takes off her mask as she, May, and Mary Jane are also equally affected by this revelation and are saddened.

"HEY!" Spider-Man yells out.

Everyone looks up at the sky to see the Iron Man armor controlled by F.R.I.D.A.Y. flying their way with Spider-Man and Miles carrying Aaron Davis, Spidey is waving back to everyone, the Avengers are all smiling to see Spider-Man made it, Gwen, May, and Mary Jane are happy Peter made it, the armor flew them closer to the ground as they've finally touched down to safety, Spider-Man takes off his helmet and is happy to see his aunt and MJ both alive, safe and sound, he rushed to their side and hugged both of them as he felt relieved.

"Aunt May, MJ, I never thought I'd see you again." Spider-Man hugging and smiling.

"Me neither." May smiled and hug.

"Thanks for coming for us, Tiger." Mary Jane said.

"I'll always come for you, MJ." Spider-Man said.

About half of the Sinister Sixteen have been taken down while the others managed to escape and are still at large, leaving only an army of A.I.M. soldiers left standing, without their leader and their headquarters now destroyed, they're in completely disarray, the Avengers are all ready to take them all down, but coming to the island is the Helicarrier along with a squad of quinjets.

"This is S.H.I.E.L.D.! We have the entire island surrounded, drop your weapons immediately and raise your hands up in the air or we will open fire, this is your last warning!" Nick Fury talking through the Helicarrier speaker.

All of A.I.M.'s army realized that they're at a huge disadvantage with S.H.I.E.L.D. backing up the Avengers, they accepted that they've lost the battle as they have no choice but to comply, all of A.I.M. lowered their weapons on the ground and raised their hands up in the air, they've surrendered and the war is now over, Spider-Man and the Avengers have won, they've prevented the Ends of the Earth and saved all of humanity once again.

---

The time is 3:04 PM in Barbuda, hours later after the Ends of the Earth incident has ended, a number of S.H.I.E.L.D. agents are rounding up all the A.I.M. soldiers that surrendered, including some of the Sinister Sixteen the Avengers defeated, the rest managed to bug out from battle, the entire island has been secured by S.H.I.E.L.D., a number of tents have been set up, Spider-Man came into the big tent to see the Avengers assembled together to relax after a long battle that's lasted for two hours, the heroes sees Spider-Man coming in, he takes off his helmet along with his face guard to show his face as Peter Parker.

"Here's to the man of the hour." Tony greeted in his Starboost Armor.

"Stop Tony, you guys did the handy work in taking out the satellites, you guys are the real heroes." Peter said.

"That's not true, if you didn't shut down the shields in time, the whole world would've been burned down and billions of lives would be dead, none of this would've been possible if you didn't act in time, you saved everyone, kid." Tony said.

"Thanks, truth is, I might not have been able to do the impossible without your help, I want to thank you, all of you for coming to my aid, you saved my life." Peter is grateful to his teammates.

"It's what we do, besides it's you who we should thank, son, you inspired all of us to fight back and reminded us why we became heroes, to do what's right no matter what." Steve said.

"The Captain is right, you have great heart, Man of Spiders." Thor said.

"The heart of a warrior." T'Challa said.

"More than that, a heart of a true hero." Steve said.

Peter is being complimented by his friends for his heroic actions, coming into the tent is Director Nick Fury along with Maria Hill and Phil Coulson to speak with the Avengers about the events that occurred earlier today, Peter has a suspicious that this could be about the heroes going AWOL against the government's wishes.

"Fury, didn't expect S.H.I.E.L.D. would ever come. What happened to following strict orders? Peter said.

"Well, with the entire world about to die out, I'd figured what the hell. If I'm going down, I might as well go down fighting. I took a gamble on your luck and it most certainly paid off, thanks to you, the whole world will keep on spinning once again." Nick Fury said.

"What's going to happen to you now? I'm guessing the World Security Council won't be too happy you've gone against their orders too." Peter said.

"I suspect I'll be in hot water at some point, but for now let's revel in the fact the whole world is safe thanks to Earth's Mightiest Heroes." Nick Fury said.

Peter looks around to see the Avengers have grown in numbers very recently with the addition of Hawkeye, Spider-Woman, Falcon, Winter Soldier, Ant-Man, Doctor Strange, Scarlet Witch, and Quicksilver now joining the ranks of heroes. Spider-Man came out of the tent after reveling in they save the world. He sees Ghost-Spider up ahead outside another tent, from her expression, it doesn't look good, he walks to her as they both enter the other tent together, they see Miles sitting beside his uncle who is in bad shape after the devastating strike Ock delivered, the S.H.I.E.L.D. doctors both gave the heroes that same expression, it's not good for Aaron. Spider-Man and Ghost-Spider takes off their masks and show their faces, they want to be here to support Miles in this very important moment of his life, Peter walks up and placed his hand over Miles's shoulder, Miles look back to see Peter giving the sad expression as he knows what's coming, all of a sudden Aaron is walking up still feeling weak from his injuries as he looks at Miles.

"Miles..." Aaron sounded weak.

"Hey Uncle Aaron, relax, I'm here." Miles said.

"What happened? Did we do it?" Aaron is curious.

"Yeah, we did, the world is safe, thanks to you, you saved my life... I just wished you didn't have to." Miles is tearing up.

"I'd give my life for you and for my family, I don't regret doing what I did in that moment, the world needs you more than me." Aaron then looks to Peter and Gwen.

"Uncle Aaron, these are my friends, Peter and Gwen." Miles introduced his friends.

"Hey... you got some great friends." Aaron smiled.

"Don't I know it." Miles smiled.

Aaron is then cough in pain as Miles got more worried.

"Take it easy, Aaron, easy." Miles is worried.

Aaron eventually stopped coughing. "Miles... I'm so sorry, Miles... for everything... I let you down, Man, I let you down."

"No, you didn't, not this time, you did the right thing, Uncle Aaron, cause of you, you gave a fighting chance to save the world, you made me proud." Miles told his uncle.

"I'm glad... I'm proud of you too, you're the best of all of us, you're on your way... just... just keep going, man... just keep going..." Aaron said his final words.

The screens are beeping as Aaron is fading away right before Miles's eyes until it eventually stopped beeping, his vital signs are gone, Aaron Davis just passed away in that moment as Miles cried out for his uncle, Peter and Gwen are saddened that someone close to Miles died right in front of him.

---

The day is Sunday, May 19th, the time is 7:45 AM morning time at the Jefferson Residence in Brooklyn, Rio and Jefferson are dressed in black getting ready for an event today, Aaron's funeral, the TV in the living room is showing the news about the Ends of the Earth incident and how the Avengers prevented the world from burning down by global warming, the President along with the UN are giving their thanks to the heroes for saving the world.

"It's been two days since the world came close to burning via global warming through the satellite technology created by Dr. Octavius and Advanced Idea Mechanics, all would've ended that day if not for the Avengers who went up against the UN's advice to stay away to aid Spider-Man who risked his life and the lives of his teammates to do the impossible, thanks to the heroic teamwork of Earth's Mightiest Heroes, the world is safe once again. It is confirmed that Dr. Otto Octavius was in the building that was destroyed and now is presumed deceased, as of right now, the megacorporation known as Advanced Idea Mechanics is now officially declared as a terrorist organization after evidence uncovered from the scene ties them to a number of radical events that happened within the last three years. Now turning to the White House as the President of the United States is about to say a few words."

"On behalf of my country and the UN, I want to give my thanks to the brave men and women who fought to the end to keep our world safe, once again we all owe a debt and gratitude to the Avengers..."

Jefferson Davis turns off the TV as he then walks upstairs to check on his son Miles. He knocks on the door but it's partially opened as Miles didn't respond, he's staring at an old photo of himself when he was ten years old with his Uncle Aaron spraying graffiti on the wall with spray paint, they both looked happy that day, Aaron came into the room to see Miles with that photo.

Jefferson Davis smiled. "I remember that day, your uncle just took you out for your first graffiti drawing near the basketball courts, someone called me and I came over to see that mess you both made, really disappointed me, but I had to admit, it was actually nice work you made."

Miles smiled a bit. "It's what made me want to get into art, I have the talent."

"He was right, he knew that you were meant for more in life, more than the life me and Aaron had at your age... Come on, the funeral is about to start soon, this is our chance to say goodbye." Jefferson Davis said.

Miles puts away the photo as he's already dressed himself in black for the funeral, he and Jefferson are walking down the stairs where Rio is waiting, all three left the house together heading for the funeral.

---

The time is 9:30 AM at a cemetery in Brooklyn, only a few people gathered around including his family, Miles, Jefferson, and Rio are there paying their respects and saying their goodbyes to Aaron Davis, at the funeral are Aaron's best friend Hobie Brown, also here are Peter, Gwen, Ganke, Anya, Mary Jane, and May all wearing black who came to support Miles on this important day, Peter can see how much Miles is affected by the death of his uncle, something he knows all too well, Gwen is reminded of her father's funeral last year, both of them lost someone they loved very much in the last two years just like Miles, they wanted to be here for Miles, the priest is speaking a eulogy.

"Aaron Davis might not have been a model citizen, let alone a regular one, but he was a good man who had his flaws, a man who was someone's friend, someone's brother, and someone's uncle, no matter what mistakes he made, he always put his family first before him. Aaron Davis... Rest In Peace."

The coffin is being lowered down into the ground, Jefferson encouraged Miles to step forward, he picked up a piece of dirt and tossed it upon the coffin down in the hole, everyone who came here then tossed some white roses into the hole, now the crew are covering the hole with soil next to the tombstone made in Aaron's honor.

Aaron Davis

"The Prowler"

June 12, 1988 - May 17, 2024

Jefferson and Rio just told their son that they'll be waiting by the car, leaving Miles alone to grief, saying his goodbyes to his Uncle as Peter and Gwen are walking up to him, Anya is with others looking at Miles with Peter and Gwen, seeing how close those three are and learning that Miles is Kid Arachnid, she figured it out that Peter and Gwen are the heroes Spider-Man and Ghost-Spider, just like Miles, but she's keeping it to herself out of respect for Miles. Peter and Gwen are standing with Miles looking at the tombstone.

"Thank you both for being here, it really means a lot." Miles is grateful.

"Sure thing, I know what it's like to lose an uncle, someone you're close to, someone you loved." Peter relates his loss.

"And I lost someone too last year, I understand how much it hurts." Gwen relates her loss.

"Aaron gave his life for me, he lived a villain and died a hero, my hero... How am I suppose to go on knowing I'll never see him again?" Miles still saddened by his loss.

"You'll have to, but just know that Aaron will live on through you, he got to see the person you're meant to be, a great hero. But you don't have to handle this loss alone, we're here for you." Gwen said.

"She's right, you still got your Spider-Brother and Sister by your side, you're never alone." Peter said.

Miles smiled as he felt a bit better. "Thank you."

Peter hugged Miles, then Gwen hugged him too, Miles felt relieved by his friend's support as they walk away from him, giving him some time to look upon Aaron's gravestone in peace, Anya came up to Miles to take to him about something important.

"Thanks for coming, Anya." Miles said.

"Sure, anything for a friend." Anya then works up the courage to tell him. "Miles..."

"What's up?" Miles said.

"I..." Anya is hesitating to say it until she spoke. "I want you to know that I'm here for you, no matter what."

Miles smiled. "Thank you, Anya."

Miles and Anya hugged each other as she walks away, she couldn't bring herself to tell him that she knows his secret as Kid Arachnid, for now she decided to keep it to herself living with the knowledge knowing her best friend is a superhero, Anya is leaving the cemetery as unknown to anyone here, Julia Carpenter AKA Madame Web is hiding behind a tree nearby focusing on her, she knows that Anya has a destiny upon her.

"Soon, Anya Corazon, your true destiny shall begin." Madame Web said to herself.

Meanwhile Peter and Gwen are still around as they look back at Miles with his best friend Ganke, Miles is still accepting the fact that Aaron is now long gone from the world, May and Mary Jane came and joined Peter and Gwen.

"It's very sad Aaron had to die doing something noble." May said.

"I know, but if wasn't for Aaron's sacrifice, we might not still be in the world going on with our lives. But at least he gave us a fighting chance to stop Ock, now the whole world won't have to worry about Doc Ock anyone." Peter assumed they've seen the last of Doctor Octopus.

---

At the same time deep below the Atlantic Ocean, an A.I.M. submarine is moving through international waters undetected, inside the submarine is Doctor Octopus still alive but still dying, suffering damage from the fight he had sustained against Kid Arachnid, his enemies has assumed that he died in that explosion, but he's still alive and plotting his return to the world.

"You think you've all seen the last of me, think again, for now I'll let you all think that I'm dead, that'll give me enough time to find a way to beat this condition of mine, no matter how hard and how long it takes, I'll use my remaining time left to find a way to conquer death. I, Dr. Otto Octavius, will come back stronger than ever, I swear it!" Doctor Octopus vows to come back one day.

The submarine continues to navigate through ocean waters staying hidden from the world, while everyone believes he had died in that explosion, he'll use up his time to find a way to conquer death and return back more stronger than ever, the world hasn't seen the last of Doctor Octopus yet, he'll return soon.

---

One Month Later

The Day is June 19th, the time is 11:58 AM at Midtown Science High School, it's Graduation Day for the Class of '24, outside on the football field a lot of parents, relatives, and close friends have all gathered here on this important day sitting at the row seats looking down upon the graduating students all wearing blue graduation robes, May with Anna Watson are sitting together along with Flash's family, Miles and Ganke are here to support Peter and Gwen on this important day. Down sitting in the middle of the field are the graduating class including Flash wearing sports graduation sash along with Randy and Kong, Gwen with Mary Jane, Liz, Betty, Glory, and Harry are all wearing honors sashes around their necks, Peter has a valedictorian sash around him, all of them are waiting for the moment to shine, particular Peter as he's about to take the stage to say his speech to his graduating classmates.

"Feeling nervous, Tiger?" Mary Jane asking.

"Don't we all? This day has finally arrived, the end is here." Peter said.

"I know the feeling, it's going to be sad leaving this place, all the good times we've had here." Harry agrees.

"I know... it's sad." Gwen said.

"Hey... don't be so down, even after high school we'll still remain friends, it's not like some of us are moving away to China." Peter said.

"True, but Liz did get accepted into Harvard business school, Kong is going to play football for Culver University, Sally and Jason are also going there as well, the rest will still be around, I even heard that Flash and Randy both gained football scholarships for ESU, so we'll be seeing them more often." Mary Jane told about their classmates.

"Let's not forget Betty and Glory aren't going to college, apparently they'll be working at the Bugle." Gwen said.

"Assuming Jameson will accept them, but then again it's hard to say if he'll be running the Bugle with his mayoral election just around the corner, so we'll see what happens." Peter said.

Coming onto the stage as the whole graduation theme is playing all over the speakers is Principal Andrew Davis, the ceremony has just begun as Peter knows that it's his time to speak to the crowd.

"Okay, this is it, Pete." Gwen said.

Peter remains calms as much as possible. "Okay, showtime."

Principal Davis is taking the mike. "Ladies and Gentlemen, welcome to the graduation ceremony of the Class of '24, now I like to invite this year's valedictorian, Peter Parker, to come up and speak a few words."

Peter got the go ahead to come up to the stage as the whole crowd claps their hands for him, including his Aunt May with Anna Watson along with Miles and Ganke, Peter made it to the stage and shake hands with Principal Davis, now he takes the podium and stands before the entire graduating class of '24, Gwen is smiling and waving to Peter, Peter smiled and waved back at his girlfriend, the entire crowd stopped clapping as Peter is about to say his valedictorian speech.

Peter takes a deep breath and remains calm as he speaks. "Hello everyone, I never imagine this day ever would come, but it did, this is it, our time here in Midtown is now officially over... and it hurts, having to depart ways from all the people we've had the privilege of knowing in these past four years, but it's inevitable... but fret not, cause the bonds we've forged here will always remain with us wherever we go, all the good memories we've had, we'll carry them with us always, cause they make us who we are today. Now it's time for us to say goodbye to this place and to venture out into the world on our own, to face new challenges, harder challenges that seem hopeless to overcome, there's no telling what the future holds for us, but always remember to hold onto hope, cause hope is something worth holding onto in these hard times, now it's time for us to close this chapter and to open up to a new one, cause we can do it... it's been a great privilege knowing you all, so congratulations to you all, we did it."

Peter just finished saying his speech to everyone as the whole crowd cheered and clapped their hands, May is tearing up smiling for her nephew's beautiful speech, Gwen and Mary Jane are clapping and cheering for their friend. Principal Davis now hands Peter Parker his High School Diploma along with his Valedictorian Award, Peter shakes hands with his now former principal as he finally graduated high school and his time here is now officially over.

(Later)

Sometime later after everyone got their diplomas, Peter gathered around with his closest classmates who just graduated with Mary Jane and Gwen beside him along with Harry, Flash, Betty, Glory, Liz, Kong, and Randy as Aunt May got a hold of Peter's camera, Peter is among his friends holding up his diploma and his award.

"Okay everyone, say chess!" May aiming the camera.

"CHESS!"

May took the photo of the group together on this special day of their lives, May finished taking the photo as everyone shakes hands and hugged one another as this might be the last time they'll be together for a while, May came up to Peter and hugs him.

"I'm so proud of you, Peter, Ben would be proud too, so would your parents." May hugging Peter.

"I know they would, I could feel it." Peter hugging May.

May broke off and turns to Gwen. "And I'm proud of you too, Gwendolyne Stacy, you father would be so proud too."

Gwen smiled as she hugs May. "Thank you so much, Mrs. Parker, for everything."

"It's been a privilege, you'll always be part of this family, never forget that." May hugging Gwen.

Meanwhile Mary Jane is hugging her Aunt Anna as she just graduated High School.

"Congratulations, Mary Jane, I'm very proud of you." Anna Watson hugging her niece.

"Thanks Aunt Anna, having you here on this day means everything." Mary Jane hugging her aunt.

Coming through the crowd is Miles Morales and Ganke Lee who came to congratulate Peter and Gwen on this special day.

"Miles, Ganke, glad you can make it." Peter is grateful.

"Of course, that's what friends are for, congratulations Pete, you too Gwen." Miles said with sincerity.

"Thanks Miles." Gwen is grateful.

Coming to join the group is Mary Jane along with Harry Osborn and Flash Thompson.

"Hey, great speech Parker." Flash said.

"Thanks Flash, by the way, congratulations on getting the football scholarship, I guess we'll be seeing each other at ESU more often." Peter said.

"Yeah, about that, I turned it down." Flash told his friends.

"You what?" Harry is surprised.

"How come? You worked hard to get accepted into college to play football and you turned it down, why?" Mary Jane is confused.

"Well... since you guys are my best friends, it's fair I should tell you." Flash wants to share the news.

"Tell us what?" Gwen is curious.

"Okay... I'm going to enlist in the Army." Flash finally told the news.

Peter smirked and giggled until he stopped. "Oh, you're serious?"

"Yes, I want to do more with my life and joining the army is my way of doing that. Is that so wrong?" Flash said.

"Who are you and what did you do to Flash Thompson? The same Flash Thompson who dreamt of playing college football and making it to the NFL, getting rich and scoring many women?" Peter teases Flash.

Flash smiled. "That guy needed a serious kick in the ass... Don't get me wrong, Parker, I love play football and I did dream of that goal, but will that really amount to anything? All I'll do is keep on playing sports, entertaining folks until I reach 30 and retire. No, I want to do something meaningful with my life, I want to really make a difference, standing up and fighting for what's right, helping people, just like him."

Peter smiled. "I admire you, Flash, you've certainly changed so much these past three years, into a better person."

Flash smiled. "Spider-Man is the reason I'm like this, he inspired hope in all of us, so now I want to do my part and help out, maybe be a hero in my own way."

Peter sees that Flash has definitely grown up into a better person than the arrogant jock he was before, always showing off and being more self-absorbed, now he's completely changed, he's great, he's better, Spider-Man has really made an impact in some people's lives, Flash is a great example of Spider-Man's inspiration.

---

Later around 4:55 PM at Stan's Diner in Queens, the group are dining here having burgers and shakes to celebrate the graduation of Peter, Gwen, and Mary Jane, talking about their lives after high school, May is showing off the photo on the camera's memory of her nephew with Gwen and Mary Jane all together with their friends earlier to Anna Watson, Miles and Ganke are having burgers and shakes.

"So what's next for you three? I heard these two got accepted into more than several universities, E.S.U., Columbia, Stanford, Oxford, M.I.T.." Anna Watson looking at Gwen and Peter.

"We talked it over and... we decided to stick to E.S.U., we wanted to stay more close to home." Peter said.

"I heard about that school, it's very pricey to get into." Anna Watson said.

"Lucky for us, we both got scholarships courtesy of the Stark Foundation." Peter is somewhat surprised.

"Huh, that's very nice of Mr. Stark." May smiled.

"Sure is." Gwen said.

"How about you, MJ? What's your plan after high school?" Peter asking.

"I'm still working on taking acting classes at Juilliard, started applying for financial aid, still waiting." Mary Jane said.

"Hopefully you'll get in, you're a gifted actress, MJ, it's your calling." Peter said.

"Thanks Tiger." Mary Jane is flattered.

"Hey." Miles holds up his glass. "Here's to Peter, Gwen, and MJ."

"TO PETER, GWEN, AND MJ." Ganke, Anna Watson, and May all cheered together.

Everyone drank their shakes and drinks together and continue to celebrate their day, but their celebration isn't over just yet, they still got one more place to go before the day is over.

---

The time is 8:58 PM in New York City, it's nighttime in the city as Peter and Gwen are dressed elegantly, they're with Miles Morales entering Avengers Tower discreetly without avoiding any suspicion, they accessed the private elevator only accessible to the Avengers and authorized personal, Peter, Gwen, and Miles all stepped in together as Peter placed his hand on the scanner and lets facial recognition scan him.

"Scanning... identified, Peter Benjamin Parker, Spider-Man, level 10, access granted!"

The elevator is going up to the top where the real party is waiting for them, the elevator is still going up playing the music, eventually the elevator finally reached the top where all the members of the Avengers are gathered around dressed nice for this occasion, here are Steve, Tony, Thor, Bruce, Carol, T'Challa, Natasha, Janet, Vision, Rhodes, Jessica, Clint, Bucky, Stephen, Scott, Wanda and Pietro are all here for Peter and Gwen to celebrate their high school graduation.

"Here's to the man and woman of the hour!" Tony greeted them.

"Congratulations Peter Parker and Gwen Stacy." Steve greeted them.

"Thank you, I appreciate you all made the time for us on this special occasion." Peter said.

"How could we not? It's not everyday one of our own just graduated high school, let alone two." Steve said.

"Aye, Man of Spiders, this is a day to celebrate your rite of passage." Thor said.

"He's right, one chapter has ended, a new one begins." Carol said.

"Next stop, college." Bruce said.

"Speaking of which, me and Gwen were surprised to find out that we both received Stark Foundation scholarship, which we didn't even apply for." Peter is curious.

"Really?" Tony acts like he's clueless.

"Tony, did you have anything to do with that?" Peter said.

"Well, hypothetically speaking, a certain man of iron might've told me about two high schools students with brilliants minds and recommended them for fully scholarships." Tony hypothetically confessed his role.

"That's very kind of you, Tony Stark, but you didn't have to." Peter appreciates Tony's gesture.

"Kid, you and your girlfriend both risk your lives on a daily basis helping people, you both deserve this, besides if there is one thing I'm good at, it's knowing when there are two brilliant minds with bright futures ahead of them." Tony said.

"Thank you, Tony." Peter said.

"You've certainly came very far since the day you've showing yourself to the world, everything changed afterwards, you've brought heroes into the world." Tony said.

"Tony's right, how could we begin to account for the turns your life has taken since you've became Spider-Man, you embody every quality a hero possess, your courage, righteousness, compassion, and leadership has seen us all through these dark times, Peter Parker, as of this moment you are a true hero." Steve complemented Peter's heroism.

"Thank you, Steve." Peter said.

Tony holding up his glass. "Congratulations, Peter Parker, Gwen Stacy."

All the Avengers including Miles Morales all say. "CONGRATULATIONS!"

Peter and Gwen smiled as all their friends congratulate them on this special night and clapped their hands, Peter and Gwen looked upon each other and kissed each other right in front of them, some say "Whoa!" as Peter and Gwen stopped and smiled back at everyone.

"And there you have it, one chapter of this story has ended, a new one has begun... now it's time for me and Gwen to face them, together." Peter narrates the last part of this story.

Volume III has ended... coming soon, to be continued... Volume IV.

Please write comments or reviews about this chapter and tell what you like about it, thank you and enjoy reading the story.