I don't own Kingdom Hearts or any of the properties in this story. They respectfully belong to Disney and Square Enix. Alright, now we turn our attention to another world, I have to say when reading the prologues, this one and the next one are my top two favs. They're long ones too, so I hope you enjoy them as much as I did. Before we dive in let's reply to some reviews...

the mysterious Mr.E: This one was sort of combination of a few different versions of Spider-Man. I'll put some of them down at the end of the chapter according to the OG author.

Monkey D. Conan: Hey, on the bright side, all the heroes of this story will have a common enemy that'll bring them together... kinda like the Avengers. As for Spider-Man, he is sort of combination of a few different versions of Spider-Man. I'll put some of them down at the end of the chapter according to the OG author.

And with that out of the way, here's the third part of the prologue. Enjoy!

Prologue, Part 3: Darkness Approaching

Peter Parker didn't know if any of this was real, or not.

Although, when fighting an interdimensional demon named Nightmare whose biggest power was creating terrifying illusions that would both harm him AND keep him up at night for a week, well, he figured it would be that way…

Honestly, he wasn't even supposed to be here at all. One minute he's swinging around Chinatown looking for any type of friendly neighborhood spider-related activities to do (i.e. stopping burglaries, car thefts, kittens in trees, photo ops with kids in Spider-Man-related merchandise that he gets no royalties for because it requires him to reveal his identity, etc..) when he gets an alert on his crime radar inside his mask that there was strange activity going on in Bleecker Street. Peter knew immediately that THAT particular street housed the Sanctum Sanctorum, home of Dr. Stephen Strange, the Sorcerer Supreme. Pete has had a few team-ups with the good doctor from time to time, usually due to some weird magical incidents where some troll, goblin, interdimensional zombie, or whatever kind of crazy magic that runs amuck in the city, and he volunteers to help out because of the kindness of his heart and selflessness to save his city (and if Strange helps him with his biology homework since he was a world-class surgeon, well, that's a plus!).

Spider-Man zips over to Bleecker in record time, seeing an ominous green glow around a large portion of the block, and people just laying on the street, writhing in pain and screaming. He also sees a cadre of police cars huddled just outside the green light dome, followed by ambulance and SWAT, and beyond that, a large crowd of civilians and news crews pushing around each other to see just what the crap is going on. Spidey would like to find that out as well, so he lands on a cop car to the surprise of the cops and people around him, along with a few cheers of joy at the sight of the costumed vigilante. "Howdy, officers! What's with the light show?" He asked jovially, but still concerned at the scene in front of him.

The officers jumped back at the webbed one's sudden appearance, and the crowd watching were either overjoyed that their favorite hero of the little guy was here to save the day, or booed at the menace that J. Jonah Jameson has been warning them about for years.

"Spider-Man, the hell you doing here? This whole thing's your kind's fau—" One cop started yelling out before being stopped by another.

"Easy, Mike. We need all the help we can get. Sorry about that, Spidey. My son's a big fan."

Ah, Peter loves it when the cops are on his side. Makes him believe there's hope for him yet. "No problem, sir. Happy to hear I'm a role model! Hopefully, he's not in…that. What's going on here?"

He needed to get to the bottom of this quickly. Magic had a tendency to prove very dangerous to the people of New York, based on how many times it's been unleashed by the likes of Dr. Doom, Loki, and even Dormammu. Also, it doesn't help that the main Avengers team weren't exactly around to help stop this, not since…

"About thirty minutes ago," The cop said, breaking Spidey from his thoughts. "We received some calls from concerned citizens about a disturbance coming from Dr. Strange's house. It wasn't until ten minutes ago, the situation worsened, and some type of gas was released into this dome that formed around the house and the blocks, which either knocked everyone unconscious or killed them. Any EMT's or officers that enter the dome suffer the same effects. We set up a perimeter to prevent anything from getting in or out, and we called in the National Guard, but we need to help these people. Are there any Avengers who are still here to help out, Spidey?"

Peter thought long and hard on that, but so far, he came up blank. The Avenger's situation was…complicated, to say the least. After Dr. Doom and Loki were defeated by the heroes for trying to take over the world using other villains (they really called themselves the "Masters of Evil." They really need a new creative designer to make something that actually sounds cool) and weapons stolen from Atlantis, the Nova Corps, and even the vault of Asgard to achieve their goals, Odin took that a little too personally and imprisoned them both in his dungeon, and there really wasn't anyone who wanted to argue with the AllFather, nor his son Thor, about changing their minds. Still, it left a power vacuum in his country of Latveria, since its ruler was gone. Nick Fury, the director of S.H.I.E.L.D and the most paranoid man in the known universe and any other universe beyond this one, felt that the new leader, Lucia Von Bardes, was planning an assault on the United States with the newly restocked and renewed army, along with a small cadre of villains that were promised upgrades by Phineas Mason, aka the Tinkerer. Fury went behind the government's back to launch a secret assault on Latveria to stop Bardes and the villains, enlisting Captain America, Iron Man, Wolverine, Daredevil, Black Widow, Hawkeye, She-Hulk, and Wasp to help.

They succeeded, but at a cost no one saw coming. The villains were defeated, but Castle Doom was blown to kingdom come, seemingly killing Bardes. That was not the case, as Bardes was rebuilt as a cyborg and launched a one-woman assault on New York, destroying a good chunk of it before she was killed from an explosion she couldn't control, and THAT was how they found out about what Fury and the Secret Avengers did. Needless to say, the world was pissed, and Fury went into hiding, like he usually does for this sort of thing. Now, there's been a rift within the Avengers. Cap believes that they were in the right, that Bardes would have attacked, since she proved that by attacking New York. Tony argued that the only reason she they attacked was because they provoked her and blew half her body up, and that he feels tricked by Fury after seeing what happened.

Coupled with all of that, there's been talk regarding legislation worldwide about finding ways to regulate super powered individuals to only be in action from what governments conceive as a threat, and that further fueled the flames for the bickering between the two main Avengers, with Cap seeing this as sending heroes and villains, including children, into war for other countries, while Tony is trying to reassure him that it is to make sure that there were countermeasure to make sure that they wouldn't cause more international incidents, and consequences, like this again.

Which is where they are right now, with most of the Avengers in Washington D.C. to present both sides of their arguments, the X-Men claiming neutrality so they can protect their students and mutant kind after the LAST time registration to their kind occurred (they also had to disown Logan for his part in Latveria, and no one's seen or smelt the Canadian since leaving the mansion), Thor, Captain Marvel, and the Guardians of the Galaxy were in space dealing with probably more important, galaxy threatening things right now, and the Fantastic Four are on the other side of the country, establishing the West Coast Avengers and overseeing the "Fifty State Initiative," which Peter didn't have a clue what that was about. So that left him and the other street level heroes to clean up any messes in New York.

Like the one he was unqualified for right now.

"Well, the only person I can think of is the good doctor, but judging from all of THIS, I think he's got a patient in there right now. I'll go see if I can squeeze my appointment in for you." Spidey reassured the officers as he thought about his approach. He also thought about who could possibly help that was actually here right now. The Defenders, maybe, but they need oxygen-stabilizing equipment to get inside this crazy magic den, which would cost time. Vision could help to, as he was left behind to look after Avengers Tower. Who else could—

"Look out below!" A voice shouted from above, and Peter looked up to see a very familiar blur of red and black land on the cop car next to his, which again caused a stir between the officers and the crowd.

Miles Morales shouldn't have to live the same, dangerous life Peter did on a daily basis, but he's proven himself to be a fantastic person, and a great hero. Peter was hesitant to train the kid after he got his powers from a more unstable radioactive spider, but the kid's enthusiasm and insistence to defend his friends and family won out, and he's been training under his wing (er…web) for the last several months now. He's already become Harlem's favorite hero right next to Luke Cage, and he's more than capable of handling big threats like the Rhino or even Kingpin on his own. He's gonna be a great Avenger one day, Spidey thinks.

But he's also a high school sophomore, and today was a school day. In the middle of the afternoon.

"Uhh…hey, mini me! What brings you out in my neck of the woods? I thought you were busy with other stuff!"

"Why aren't you in school right now? I have this under control…"

The Spider-Men had a code for talking to each other as their normal identities in public without drawing any suspicion. Miles is the one that abuses it the most, no matter how much he argues the fact.

"Oh, you know, just swinging around and taking a break from the 'other stuff,'…which I'll totally go back to doing when this is over, by the way! Trust me, that 'other stuff' is way less important compared to this!"

"I…kinda skipped school to come and help you. Also, school is boring compared to this."

"That 'other stuff' is actually very important to you and a lot of other people, so I SUGGEST you go back to doing that 'other stuff' while I clean this mess up!"

"You are NOT skipping school, young man! Go back there right now, I've got this."

"Nah, I'm good! This looks WAY more interesting! What kind of 'friendly neighborhood Spider-bro would I be if I leave the other Spider-bro hanging?"

"No, I'm here to help. You need all of it you can get. It's what you taught me, remember?"

Sigh* Kids… Spidey resigned in his thoughts. If THIS is what Tony went through with him when he was younger, he should probably apologize to him when he gets back. They both turned to the very bewildered crowd who were watching them both. Good thing they were wearing masks to hide the matching red on their faces.

"Anyways, I-*ahem*- heard you needed some way to make it through the fog of…whatever this is, so I made these CUSTOM masks for us to wear, all by myself, just now!"

"I literally had to break into your dorm room and get these from your closet, probably scaring Ned in the process."

Peter rolled his eyes under his mask, and took the mask from the younger man. "Thanks. Let's get a better vantage point!" Spidey webbed and swung up to the top of a building to survey the scene, with Miles right behind him and the crowd going wild at the webheads saving the day.

Once they both were lodged onto the side of the building, Peter grilled Miles now that they were out of earshot. "What were you thinking?! You're supposed to be studying for your finals right now, not getting involved in magic death battles! What did I say about school-work and crime-fighting?"

"That I should stay there unless you call for help, or if you think that it's a city-leveling event. I know, I get it, but we're kinda the only ones here right now, and we got weird magic slumber parties that are killing people right now! I think this counts as more important than P.E."

Peter sighed, "I mean you're right, but…wait. YOU'RE SKIPPING P.E.?"

"IT'S FINE! I HAVE A HIGH 'A' IN THERE, AND COACH TAVEN DOESN'T REALLY WANT TO SEE ME AFTER I…oh. Uh, never mind!"

"Miles…"

"It's nothing. Let's just move on and help—"

"Did you dunk so hard you broke the basketball goal AGAIN?!"

"No! I learned my lesson last time!"

Oh. Good. Peter didn't have to slap his head this time.

"I…kinda…threw a dodgeball so hard that it missed and it…hit the drink dispenser so hard, it left a dent and now it won't work? Hehe…"

Never mind. Forehead slapped.

"It was an accident, I promise!" Peter believed him, he really did, but Miles has GOT to learn how to hide his powers better, especially in the unstable climate they were currently in.

"We're not finished with this conversation, but we need to focus. Good call on getting the masks, by the way." He praised as he took the mask handed to him and started fiddling with the small portable oxygen tank.

"I heard you guys talking through the shared police transponders we have, genius! I also heard you singing that old-ass showtune on the way down here! Your pitch is scarier than this." He gestured to the scene in front of him as he also put his mask on.

"One: show some respect to Fiddler on the Roof. It's a classic! Two: I sound like an ang—wait, look down there. They're starting to get up!"

Indeed, Miles and Peter saw some of the unconscious bystanders caught in the field of green slowly get up, and then start screaming and acting like people possessed. Some crumpled on the floor crying, others attacked one another. The police and crowd outside could only watch in horror at the display. The time for talk was over.

"That's bad. That looks really, really bad!" Miles pointed out.

"No kidding. There're cops down there, too. Which means they have firearms on them, and people could get hurt or worse. Miles, we need to subdue everyone with our webbing and get them to the ambulances outside the dome. Do everything you can to not hurt them. They're innocent people." Spidey said, going full tactician mode as he saw how many people there were, who had weapons, and how fast they needed to be to not have any casualties.

"Got it! Whoever gets the least out of there pays for Panda!" Miles joked as he checked his own bioelectricity.

"Aww, gonna buy me food when I win? How thoughtful!" Spidey joked as they both got ready to face the carnage down there. "Ready? Go!" They both leapt off the building and down into the green fray. The masks held go so far. No hallucinations, no breathing problems, it was working like charms for them. Some of the crazed people jumped back in horror at the duo, probably seeing them as terrifying monsters.

"NO! STAY AWAY!"

"YOU WON'T HURT ME! NOT AGAIN!"

"Sheesh, I know the Knicks win-loss record is nightmare inducing, but this is getting ridiculous!" Spidey joked as some of them rushed to fight the newcomers. Both Spider-Men leaped out in front of them to dodge and cover more ground. Spidey had some people with fists and pipes to deal with. One came at him with a pipe, and he easily ducked under and spin-kicked his knees, knocking the person down and webbing him to the ground. Another threw a trash can at him, which he jumped over and webbed the trash can to throw it next to him, startling him momentarily so Spidey can get the jump on him with an over-the-shoulder takedown and webbing.

"Alright, time for a more peaceful nap, preferably in a hospital." He quipped as he started grabbing the rabid crowd and started taking them outside the green dome.

Miles, meanwhile, was having his own troubles. He was trying to hold two people back from tearing each other apart while figuring out how to grab the one if front of him that was just drooling on the ground. Finally, he had enough.

"That's it! Timeout for both of you!" He pushed them both back far enough to hit their opposing walls, and Miles webbed them on the spot for later. He grabbed the drooling crazy to get them out, but stopped cold as he looked up to see a demented cop holding a pistol.

"YOU WON'T WIN! I WON'T LET YOU THIS TIME!"

Miles reacted fast, webbing up the pistol and pulling the cop over and doing a hurricarana to put him down on the ground, stunning him. As he grabbed the pistol in his hand, however, familiar yellow sparks started to emanate from both the gun and Miles' hands.

"Oh no…no no NO! Not now!" He said frantically, trying to find something to block the ensuing blast before it hurts anyone. He found that hope in a nearby trash can. He threw the gun inside and used his superior strength to chuck it as high as he can in the air, right before the bioelectricity went off on the gun and caused it to explode, sending bullets flying in the air. Some of them landed and hit car windows and walls, but thankfully, no one got hurt from the hail of bullets, relieving Miles considerably.

Miles, somehow, has different powers than Peter did. In addition to the traditional spider powers his friend has, he also has the ability to conduct electricity out of his body, like a voltage current in his bloodstream. He has only just now mastered it, or so he thought before this moment. He also has some sort of camouflage ability that makes him invisible, completely disappearing to the naked eye. It's unconfirmed, but he and Peter think that these powers could be stemmed by the spider that bit him, and it being much more radiated than the spider that bit Peter. Thankfully, he's been training Miles to control these powers, along with everything else that comes with being a Spider-Man, and making him a better hero for it.

Also, he totally wants to run experiments on him. He doesn't say it, but Miles just knows. Pete's a nerd like that.

"Whew! That was close! Alright, let's hope you didn't fill up on donuts, cuz I need to get you out of here!" Miles lifted up the officer and zipped out of the dome to drop him off to the EMT's.

This went on for several minutes, with both Spiders taking out the entranced victims as safely as they can and getting them outside the magical dome for treatment. After the last one, both of them reconvened at the cop cars.

"Okay, that should be all of them! Miles, I need you to help these officers and doctors anyway you can. I'm going into the Santorum to have a word with Strange…assuming he's alright in there." Peter declared as he eyed the broken window bearing Strange's amulet's shape.

"What?! Come on, I can totally help you up there! You NEED me!" Miles pleaded, wanting to be a part of the action. Peter pitied the kid, as he felt that same kind of sidekick vibe whenever he wanted to be a part of whatever the Avengers did, but with the benefit of hindsight, he knows that this is way too dangerous for him. Probably for Peter, too, but…

You know what they say about having great power…

"You ARE helping me, by making sure everyone is safe and sound. If I'm not back in an hour, go find Cloak and Dagger. They might be able to help. Promise me, Miles."

Miles looked conflicted, even under the mask, but eventually relented. "Fine, but you better be back or I'm telling MJ you almost died again. Desearás que dejarte sea lo peor que ella pueda hacerte!"

He called out as he flipped off the car to start directing where help was needed most and seeing what others needed from him. Peter chuckled at the Spanish (Peter's been secretly taking Rosetta Stone to get the hidden in-jokes Miles mutters in his mom's language, but hasn't said anything yet, trying to make sure he doesn't catch on just yet), and web zipped his way into the Doctor's house by way of the broken window near the top floor.

What he saw up there was just as chaotic, if not more so, than street level. The whole house had a green tint, and everything inside was floating. Swords, maces, books, furniture, urns, the whole room so weightless that Spidey felt like he would be floating too, if he wasn't clinging to the floor with his spider-like grip. He also noticed the chipped and cracked flooring and walls, and the only way out was blocked by debris and a collapsed roof.

"I don't think this is Stephen's way of spring cleaning. What is going on here?" Peter wondered out loud as he looked for a way further into the house. He found one in a small hole that he was JUST small enough to crawl through on the side stairwell near the collapsed entrance. He zipped through the floating weapons and miscellaneous items and stuck to the wall, and began crawling downward wherever there was space for him. It was a tight fit in some places, and it didn't help that the house was also shaking at its foundation as well.

"That's not good! C'mon, Peter, you better not be on that diet for nothing!" He pep-talked himself as he squeezed through another tight spot and eventually plopped onto the second floor. The hallway was just as bizarre as upstairs, with floating objects and cracked and contorted spaces, but that didn't deter the web-slinger from moving forward.

"Strange? Stephen? Hello? Anyone here?" He called out as he carefully walked down the hallway and looked at the different rooms that were on either side of him. Some of them housed a library, a kitchen, what appeared to be a training room, a…monster room (he didn't want to ask), and other assorted magician-y rooms, but no magician. He was starting to get worried until…

"Help!"

Spider heard a strained voice yell out from under him, presumably the ground floor, and headed over to the balcony overlooking it at the end of the hall. He was about to jump down when he saw that the entire floor was completely destroyed, leaving a green and black void underneath it.

"Uh…Hello? You in there? I'd REALLY like to know so I don't dive in and end up not coming back!" He asked the void nicely.

"Peter! I'm in the room underneath you!" The voice called out again, and now Peter realized who it actually was!

"Wong?! Are you okay!"

"*cough* DO I SOUND LIKE IT!"

"Well…..your attitude is still intact!"

"Just help me! NOW!"

Spidey hopped onto the nearby wall opposite of the balcony he was just on. He saw the entranceway to the room right underneath it, and zipped down to it. What he saw inside it was something out of a cheesy ghost movie, except it was much more dire than that. He saw Wong badly injured, pinned underneath rubble, some of them still smoldering, and in front of him was a raging portal, much brighter than the void just outside this room. Everything inside this room was flying and acting out of control, with Peter having to duck and dodge out of the way of more books and debris flying past him, and the cackling energy coming from what Peter assumed was a portal at this point (because OF COURSE Dr. Strange had one of those!).

Peter decided that helping Wong was the biggest priority at the moment, and helped lift the debris off of him with great effort, allowing Wong to roll out of the way. He was coughing and bleeding out of his side badly.

"How bad?" Peter asked as he dropped down to help him to his feet.

"Ugh….bad." He looked back to the portal. "And it looks like it could get much worse."

Peter had Wong's arm over him and helped lift the man to his feet, "What happened? There's this big green dome that dozed people off, and then made them start trying to tear each other apart, if they're not dead already from it!"

"That…is the power of the entity that Strange is trying to keep out. The monster known as…Nightmare." Wong answered with a shudder.

"What is it with bad guys and evil names? Why can't an interdimensional demon be called "Kenny?" Just once?" Spidey joked, which only earned him a side eye from the other man. "Sorry, bad timing." He looked at the front door right in front of him, beyond the raging void. "If I can open the door with my webbing, I can zip us out of here." He aimed his web shooters at the door before Wong stopped him.

"NO! If you do that, the dark magic will be released without anything to stop it. All of New York will be under Nightmare's spell!"

"Well, you got any ideas? I don't think I can take you back through the way I came in…"

Wong closed his eyes and concentrated, his hands emanating an orange, sparking power. He guided his burned hands through a strange motion, and suddenly a portal opened in front of them, showing the pile of cars from just outside the Sanctorum. Spidey wasn't about to question it (and in all honesty, he'd REALLY like one of those for whenever his webbing caches run out during a mission) and walked them both through.

Miles turned around in shock to see Peter and Wong suddenly show up near him in a portal, and helped put Wong down on the ground. "How did you guys—"

"Magic. Right now, the answer to any of our questions is probably going to end up being magic." Peter said simply.

"He has a point." Wong agreed before wincing and grabbing his side. Miles crouched down to check on him, while Peter eyed the portal.

"I'm going in to help Strange. Miles, get Wong to a hospital."

"No, you can't!" Wong yelled. "If you go in there, there is a chance you will not escape. Nightmare…is not the only thing in there…In fact, he's not even the reason Strange is trying to stop all of this…"

Spidey looked at him, confused. What did he mean by that? Right now, all of this madness is because of this "Nightmare" guy. However, the portal was closing quickly, probably because of how weakened Wong was right now, so he didn't have time for questions. "I've been through worse. Take care of him, Miles. I'll be back!" He said as he dove in the portal as it quickly closed behind him.

"WAIT!...UGH! Bastardo loco!" Miles said in anger as he helped Wong up. "Let's get you some help."

"…he should…not have done that…"

"Pfft. Tell him that. He keeps ragging on me about how I shouldn't take so many risks, and he's over here swan diving into demonic portals to take on a guy named NIGHTMARE! I mean, come on!"

"No…it's not…Nightmare…"

Now it was Miles turn to look confused. "You said something like that earlier. So…is that Nightmare guy not the reason all this is going on?"

"No…it's something else…entirely. Nightmare isn't trying to invade our world…he's trying to escape from…something worse…"

"…what? What is it?"

"…something…that scares even…fear itself."

Cletus Kassidy wanted out.

They lay dormant in their shackled position deep within Ryker's Island in Solitary Confinement. The best, most expensive, and most effective equipment you could buy from Stark Industries were all used for them to ensure that there was no conceivable way they would escape again. Cletus would normally joke about feeling special, and that he would grant them all special deaths in return, but right now, he was feeling a familiar rage, a known hunger from within, that wasn't in a joking mood. Cletus felt the second half of him, the one that truly understood him, try to free itself from its internal prison inside the ginger man, but the restraints used to bind them kept the creature from bursting out, with Cletus feeling sharp pains from each instance this happens.

And that was the firm difference between the two of them.

Cletus Kassidy was a patient killer, willing to wait as long as it takes to strike with beautiful precision and appreciate the slow turn of the knife.

Carnage was a monster who wanted to rip and tear everything it saw with raging bloodlust.

They got along rather well, on most days. Cletus remembers meeting his significant bloody other during yet another stay in an asylum after relieving a man of the harsh burden of life and being caught by that damn spider. He was scared at first as the red ooze crawled through the outside window, slowly making its way toward him and latching onto him like a parasite, but Cletus didn't know any better. The strange being had a mind of its own, and introduced itself as Carnage, a being born from a symbiote also on this planet known as Venom. Cletus could feel the violence and hate emanating from the symbiote, and Carnage could feel the same feelings from Cletus, and they both understood each other. They bonded and escaped the asylum and went on a killing spree so beautiful, it nearly brought him to tears. But once again, they were stopped by that pesky spider and Carnage's sworn rival, Venom, after teaming up.

And now, here they were, detained in a basement miles from the surface, with no way of escape. Yet.

A meatbag of a guard quickly ran into the chamber. "Hey, we have an emergency on Bleeker Street near Soho! Code Violet! We need available personnel there STAT!"

A squad of armed men grabbed their weapons and followed the guard out of the room, leaving a skeleton crew of guards and doctors operating the machine that is holding the murderous beings in check. If there was any way and any time to get out and paint this entire island red with these pig's blood, it would be right now…

Several minutes after they left, and the duo being left to their thoughts about who's heads they were going to rip off first, the lights went out. The guards immediately brought their guns up and turn on their flashlights to see what was happening. "Control Tower, this is Solitary. We have a power outage down here. Need assistance, over."

No response.

"Solitary to Control Tower. Please respond, over."

Nothing.

Now THIS was getting interesting, Cletus thought. Despite the power outage, the machine keeping them chained up was still working just fine, but maybe…

"Well, well, well!" A voice boomed from inside the room, a voice neither Cletus nor Carnage had ever heard before. It sounded Southern, and the guards were on high alert now, pointing their guns and lights at where they thought the source was, but nothing was there. "THIS is the guy I came to bust outta here? He looks like a redheaded TOOTHPICK than a scary monster I heard so much about. Still, orders are orders…HAHAHA!" The voice sounded like it was coming from all over now.

And what the hell did this guy mean by toothpick? They'll drive one through this prick's eye when they get out of here…

"We have a breach! Get backup down here NOW!" A guard ordered another, and the other ran to the door to get help, but it was locked.

"No use, we're locked in!"

"What? How—"

"Let's play a game, boys! I call it 'Nightmare Roll'Em' Let's see what the dice has in store for you…hehe…" A pair of dice rolled on the floor, clanking and tapping on the metal floor in front of Cletus' line of sight. The dice landed on the ones, each. "OOOOOOH! SNAKE EYES! Too bad, coppers, this isn't gonna end well for you."

Bugs began to crawl out of the shadows, creeping out the guards as they tried to get them off their feet and legs. After that, it became more terrifying as a lanky, clawed hand grabbed a guard and pulled him into the shadows, letting out a scream and then silence. Another guard got lifted up by a creature Cletus has never seen before, a weird, purpleish gargoyle like being with a strange emblem on its chest. It lifted the guard up and threw him against the wall, knocking him unconscious. More beings, this time looking like ghosts holding candles with the same emblem, descended from the ceiling out of thin air. The guards shot up at the apparitions, but to no avail as they just past through them. One of the ghosts grabbed the fire from the candle it was holding and morphed it into a large fireball, throwing it at the guards, burning some and knocking one back. The one that was knocked back tried to reach for his pistol, but the ghost dove into him, straight at his chest. The guard writhed in pain, barely handling whatever was going on inside him, until he watched a bright, pink light escape from his chest as he watched on. The guard disappeared, fading away into nothing, as the bright light morphed into something darker, a ball of black energy, and what came out was another strange creature, a small bipedal thing with red claws and a silver helmet and the same symbol as every other monster that appeared here.

Cletus watched all of this with wide eyes and morbid curiosity. What were these things? How did they get in here? Who sent them? Was this death, and the creatures are what you turn into after you die? It looked beautiful, but he wasn't ready to test that theory until he had more evidence. And then it dawned on him that all the creatures were looking at him, all of them sharing beady yellow eyes despite their different appearances. Cletus felt cornered.

Out of the darkness in front of him, he could make out a bigger being, dressed in baggy white. "Ha ha, I love it when a gamble pays off. Gives you all the thrills and chills you'll ever need. So, what to do with you…"

Either that fat prick Fisk went down to Georgia and brought back the accent with him, or this was someone else entirely. He couldn't voice his opinion due to the mouth guard preventing him from speaking.

"I got told to find this SCARY looking guy that was powerful! Ferocious! Could scare the skin right off your bones! He should be here….you seen him 'round, pal?" The voice mocked. Cletus felt the being inside him leap out in pure rage at the insult.

The figure stepped forward and…well, both Cletus and Carnage have seen much in their deadly lives, but this one was a first. It looked almost cartoonish, to see a man walking around in a burlap sack, but this…this guy WAS the sack. He had eyeholes cut out of his pointy head, and nubs for arms and feet. He looked at his mouth and could see bugs crawling all in it, answering the question of where those bugs came from in the first place. He looked nearly as large as Fisk, which meant his entire body was filled to the brim with insects, almost like they were the ones moving around in there. Maybe Swarm found a bag to put himself and he's walking around in it? No, his accent wasn't Southern. They couldn't remember. It's been too long since they've been out and about, feeling the satisfying stabs into warm flesh of men and women, relishing in their final, terrified expressions…

Cletus would laugh if he could, but he was busy racking his brain on who sent him. He and Carnage weren't exactly team players, as the only thing that mattered to the C's were death, death and more death. He was deemed insane by the so called "supervillain" community and stayed away from him, and Cletus couldn't care less. He enjoyed having the glory of a kill belong to him and Carnage alone.

The bug man eyes him closely, humming in curiosity. "Well, we aren't getting anywhere with your mouth clamped shut. So here's the deal, carrottop: I'mma let you out and breathe a little bit, and you can tell me where this 'Carnage' fella is, and maybe, JUST maybe, I won't have my friends here turn you into a Heartless, see?"

Heartless. So that's what they were called. They've never heard of them before, but right now, this was the opportunity to finally get out.

The bug man opened his mouth, and a long line of insects, from caterpillars to centipedes, with roaches crawling around them, leaped from his mouth and latched itself onto the locking mechanism on Cletus's chest that is keeping him detained. It looked almost like a long tongue coming out of his mouth, and Cletus could faintly hear the insects working their away around the tiny locks.

"Uhhh…erm….hol' on! I almo' go' ip!" The bug man stammered, and after a few more careful seconds, they heard the loud click they long sought after, and soon Cletus fell to the ground, coughing and gasping for longer breaths of air than what they usually allow. His muscles, joints, and body felt free, and the creature inside him felt downright gleeful to no longer be trapped in his internal prison. And now…

This bug man wanted Carnage? He's about to have him…

"Alright, pipsqueak, now that you can talk, start yapping! Tell me where this 'Carnage' is, or I'll SCREMIN' for mercy!" The bug man ordered.

Cletus laughed, an insane, maniacal laugh, one that he hasn't let out in a long time, startling even the bug man. He felt his friend finally protrude from his skin, the weak flesh being replaced with the blood red armor that he's loved since it first came on him. The bug stepped back in shock and awe, and the creatures stood stationary, watching on in silence. Slowly, the being rose from the ground, slowly lifting its head in a sharp toothed smile, its white eyes staring deep into the holes of his surprised visitor.

Cletus was finally gone. Carnage was finally back.

"Carnage…is right here, bug man." Carnage spoke, its altered voice a little hoarse from not being able to speak for a long while.

The bug man looked like he just won a billion dollars with the look on his face. "Ohohoho…HAHAHAHA! Now THIS is what I'm talking about! I wasn't feeling ol' Tall, Dark, and One-Winged when he told me about you, but looking at you now…buddy, you could scare the fire out of the devil!"

Carnage wasn't in the mood for flattery, especially with the comments the bug man made about them earlier. The red being stalked up to him, being noticeably taller than the other man, as his eye holes looked worried.

"You have ten seconds to tell us who you are, why you're here, and why we shouldn't make you our first kill today." They threatened, their clawed hand morphing into a small axe, leaning ever so closer to the now scared man of a thousand bugs. The creatures—Heartless—slowly creeped over to them, looking for a fight to protect what Carnage assumed was their boss. Carnage morphed their other hand into a sharpened point, and tendrils started to form from various points on their body. They wanted to fight? Good. They needed to stretch his legs today.

The bug man held his hands (nubs) up. "Woah, woah, WOAH! Hold on there, Red! Let's not do anything hasty. You can consider me your new best friend." He bowed as low as he could with his bulging body. "Allow me to introduce myself. I am the wind that howls at night, I'm the boogie man in the closet, I am Halloween Town's patron devil of demented deeds. I…AM…MISTER OOGIE BOOGIE!" He said with a flourish, hands in the air with a proud expression on his face.

Carnage was unimpressed. "Is this some kind of joke?" They growled. "What kind of crappy name is 'Halloween Town?'

The bug man, Oogie, looked offended. "Hey! That's my home town you're talkin' mess about. I'm the boss of it!...at least I will be when this is over with…hehe." He giggled, but when he looked up, he saw Carnage up close to him, anger written all over their red face.

"Listen, you walking, talking sack of filth. We've been stuck down here for months, not having a taste of blood or the sound of screams as we rip these pigs apart. We've been ACHING for a chance to sink our teeth into something, ANYTHING, and causing chaos in our wake…" They said, slowly backing Oogie to the wall, Heartless watching on silently.

"We don't have time to deal with this nonsense. So for the final time: you better give us a good reason why we shouldn't rip you apart like a paper shredder!" They threatened, bringing their axe hand even more dangerously to Oogie's body, getting a gulp from the bug man.

"Now, now, let's not get dicey here. I'm just the messenger. You've been invited to join a very…special club."

"You and your pals must be new around here, bugs for brains. We're not exactly team players, partly due to our…violent tendencies. Ask our therapist…if you can find all of her body."

"Wooooo boy. Okay, definitely believing the long-haired guy now. He was right about you. You could be useful to have around."

"Who knows about us? Who do you work for?"

Oogie ducked under the axe arm and walked forward. "Well, here's the thing, slick. Me and a bunch of others, people like me who haven't gotten what they deserved for so long, are getting together for a little interwordly pow-wow! We've got a plan to control all our worlds, and get everything we've ever wanted. One of our new guys--and let me tell you, he might be the only other guy that has you beat for the intimidation factor pal, no offense—told us about you, and said that you could help us get our worlds to fall to us. If everything goes well, you can control THIS world too! How's that for a deal, Red?"

Carnage would have ripped his mouth off for calling them that stupid nickname (it reminded Cletus of what his abusive father called him. May the bastard rest in torment), but what he said intrigued the duo. Power to control the world? Does that mean this guy and the others he works for are from other worlds as well, and they can take them over? It sounded too good to be true, as it's been proven by many others more powerful than them, like Doom, that weird green guy that is apparently Thor's brother, that big dumb robot, and the metal-controlling old man, have all fallen at the hands of either the X-Men, the Fantastic Four, the Avengers, and—

That damn spider!

Oogie took in Carnage's sour expression. "You know, I carry a lot of bugs in my belly." He tapped his belly as it jiggled. "I've got all the creepy crawlies you'll ever need. Ants, worms, centipedes, roaches…bugs bugs BUGS! But…you know the kind that I hate, honestly? Spiders." THAT got Carnage's attention. "They get their webs all tangled up in me and it makes it hard to move around and do anything fun. A big silver birdie also told me that you seem to have a spider problem too."

"That son of a bitch is the reason why we're in here. We only want to liberate the masses of this curse of life, and maybe drown the city in blood along the way, and he keeps STOPPING US AT EVERY TURN!" Carnage shouted in anger.

"Then buddy, we may have a deal on our hands! Listen, if—WHEN we take control of the worlds, and you get control of yours, you won't ever have to worry about the wall-crawler ever again, or any of these other tight wearing bozos out there. Honestly, with all these costumes I've been seeing, you'd think THIS place is Halloween Town, but it's too darn bright!" Oogie shuddered before turning to his now curious friend. "Help us, and you get to do whatever you want to the itsy bitsy spider. And while we scratch your back, maybe you can scratch mine…er, not with THOSE hands, mind you. I like my bugs on the INSIDE, you know what I'm sayin? Hehe…"

"Get to the point."

"Right. Where I'm from, I am the scariest, most terrifying monster of all, but unfortunately, not everyone sees it that way. No, no, they all turn to that no-good, non-threatening, pompous, pumpkin-headed jerk of a skeleton, Jack! He's been a thorn at my side for FAR too long, and you can guess what thorns do to me, see? So, help us take the worlds by force, AND help me give that boney brat a permanent dirt nap, we'll hand you this world, and your spider, on a bloody platter. Deal?"

There were a million questions running through Carnage's mind, most likely the rational part of Cletus, or whatever rationality was left in that twisted mind of his, running through everything they were just given (What is Halloween Town? What other people and worlds are there and what do they want? Did that guy just say a SKELETON? He'd think it'd be weird, but then again, there's a FLAMING skeleton on a motorcycle around here, so that would be like calling the kettle black), but there was one driving thought going into their collective shared mind:

Torturing that spider in ways unimaginable only to them, and enjoying every second of it. And taking over the world was a plus. They could cause as much chaos as they could ever want, and no one would stop them.

With that in mind, the decision was easy. "Alright, bug man, you sold us on it. But we gotta ask: what's you and your party's plan to take over the world, this one and all the others that you guys are from?"

Oogie turned and gave him a smirk in the shadows, actually looking quite sinister, and a dark portal opened in front of them both, startling the symbiote. "Why don't you come and find out?"

Walking into a dark hole that just showed up out of nowhere with a guy made out of literal bugs and an army of darkness behind them to meet up with a bunch of people that they've never met before and could potentially use them as a weapon and control him? On any other day or moment, Carnage would have ripped that walking bag in half and be done with it, but considering their weakened state, and no doubt security about to break in with flamethrowers and sonic weapons in hand, they didn't have any other options.

"If this is all some sort of trick, and you try anything funny, we'll pop you like a bug-filled pinata. Got it?" Carnage made clear. Oogie just laughed.

"That's the spirit. You're gonna get along just fine with the others, no doubt about it! Now come on, we've got us some work to do, and this world isn't gonna be the same for much longer. Trust me, I don't think you'll wanna be here to see this…hehehe…" Oogie walked into the portal, Heartless lackies following. Carnage briefly wondered what he meant by the world not being the same, but they heard the guards trying to open the door, so they would have to worry about that later as they jumped into the portal, and the darkness disappeared.

The guards burst in, weapons of all shapes and sizes to stop symbiotes in their hands, and looked around the perimeter. The room was a wreck, several other guards and personnel down, and…

No sign of anyone in the shackles.

"Get the mayor and the police on the phone, and get medical down here! CARNAGE IS LOOSE!" The captain ordered.

Green. That's all Peter could see. Just a world full of green.

After helping Wong out of the Sanctum, he headed back to the room with the portal and stepped in, fully knowing that there might be a chance it would close, because of course it would. He was hoping of finding and saving Strange to help with that problem, but he needed to get to him first…and hope he was still alive.

Peter has only been in one of Strange's weird kaleidoscope dimensions before, on a mission to help him get something called a "Wundagore Everbloom" flower from an alternate reality (he really risked his life for a flower…THAT would be a more embarrassing way to go than to eat it to Shocker, of all people), and even then, it was a trippy experience. In here, it looked vastly different than last time. The entire environment was tinted with a sickly green hue, with vast amounts of rocks and other debris floating either stationary or wildly around. He could literally feel this place seeping into his suit, his skin, and coursing through him. He didn't like the feeling, because he knew something was wrong.

He got confirmation when he looked to the horizon and saw a giant figure, bathed in green himself, seeping out of him really, the most likely cause as to why this place was green in the first place. His eyes were a brighter, glowing, creeper shade of the color and his mouth was full of fangs turned into a snarl as he tried to escape a familiar set of giant, bright orange bands that were keeping him restrained. Peter looked down to see the much smaller figure of Dr. Stephen Strange, immediately recognizable by his red, sentient cape and his hands out casting spells. Peter saw that he looked absolutely wrecked. Scars, bruises, and how exhausted he looked was all it took to see how dire the situation is.

Looks like it's the doctor's turn for a checkup.

Peter leapt from his position and swung over to their position, swinging on rocks and debris that was close by to connect to. While he was making his way over, he heard the loud booming voice of the being called Nightmare try to bargain with Strange, and even HE sounded desperate. "Sorcerer, unshackle me now! I am not your enemy on this day, but something else entirely, something completely out of our control. If you do not release me, it will swallow us whole in pure darkness!"

"And if I let you out, you'll invade and plague my people with endless terror!" Strange retorted, struggling to keep his bands locked on Nightmare as the giant man tried to wrestle himself free. Peter needed to hurry over. Fast.

"Yes, Stephen, I will. But my terror is nothing compared to the darkness these beings wrought. I have witnessed them take DORMAMMU HIMSELF!"

Wait. Dormammu? Big guy, flaming head, ruler of the Dark Dimension and overall not a nice guy? Peter remembered getting a glimpse of him as he and the Avengers helped Strange tried to seal him into a pocket dimension, and that one glimpse was enough to give him his own set of nightmares for a while. What was big and bad enough to take him out?

What the hell was going on?

Strange, apparently, was shocked by this admittance too. "What? Dormammu is—"

That moment of distraction was all it took for Nightmare to break out of the bands, causing Strange to fall back. Peter landed on the platform in the nick of time to catch him.

"What's up, doc?" Spidey asked.

"P-Peter? What are you—you shouldn't be here! It's too dangerous!" Strange said.

"Yeah, I keep hearing that from everyone else, and they never learn that a spider does what a spider wants. Seriously, though, it's bad out there, doc. You've got a big bad bubble of nightmares and crazy people from here to 36th." Peter helped Strange to his feet.

"That would be Nightmare's power, the ability to put people to sleep and experience—"

"Yeah, doc, no offense, but I kinda picked up on that by the name alone. How do we stop him?"

Stephen, looking annoyed at being interrupted, continued. "We can't stop him, we can only contain him. I've been trying to hold him still while Wong was trying to get the Eternal Cuffs of Khalou to restrain him and keep him from escaping." Strange then looked worried. "Where's Wong? Is he alright?"

"He was under rubble right outside the portal when I got in here. I got him out and into an ambulance. I didn't see any cuffs on him."

"Damn it. Looks like we're doing this the old-fashioned way…" Strange knocked his hands together and the orange symbols appeared at his hands again, right as Nightmare got his bearings back.

"You fool! You only delay the inevitable! This dimension, and yours, is already lost, but I will not be devoured in it as Dormammu was. I WILL ESCAPE!"

"Said you and every other demon I've obliterated. Peter, I need you to distract him while I create a barrier. Can you do that?"

"Be annoying and drive away someone's attention? That's my specialty!" Spidey said enthusiastically as he zipped up to Nightmare. "Hey, so you're the reason why people have nightmares? If that's the case, seven-year-old me has a bone to pick with you for all the nightmares of me in my underwear at school you put in my mind!" He zipped around the giant's face and body, and Nightmare tried to swat him away to no avail, hitting and destroying rocks in the process.

"Cease your incessant prattling, insect!" Nightmare boomed, getting angrier and summoning his own bands of green magic, making beams to track and hit the webhead.

"Awe, but incessant is the best KIND of prattling!" Spidey retorted, dodging and racing away from the beams out to kill him. While all this was going on, Strange was creating a powerful magic spell to concentrate on the entity.

"Come on, just a little longer…" He whispered, gathering the remaining strength he had to seal Nightmare off.

Spidey dove one too many times downward, and Nightmare caught him with his giant hand. Peter struggled to escape, but ended up face to face with the monster, his toothy snarl indicating dangerous thoughts. "Any final words, you worthless bug?"

Spidey, ever the snark, replied. "Your breath is the worst nightmare of all!"

Nightmare, furious, began to squeeze tightly around the hero, hoping to pop him like a pimple. Spidey howled in pain. Strange would have none of it, as his spell was now ready. "By the Horny Hosts of HO—" Strange stopped dead in his tracks.

Something was wrong.

Something was breaking in.

Nightmare felt the same thing, his stunned and horrified face on display, and let go of Peter, causing him to fall to the ground. Strange briefly broke from his stupor to cast a spell so Peter landed safely, and hovered him back over to his position.

The feeling grew, like a snake coiling around the victim, only it felt like it was tightening around the heart. It was all around them, watching, waiting…

Nightmare slowly turned around and looked out. "…they're here."

As soon as those words were uttered, a large tear, like someone taking a knife and cutting through the cloth of reality, formed as far as the eye could see, and darkness, as cold and black as the night, oozed out of it, like blood staining the wall. The entire dimension became a dark purple and black instantly, creating something even more terrifying than the sickening green before. Strange and Nightmare both watched on in mystified horror as Spidey regained consciousness.

"Uhhhh, doc…what am I looking at?" Spidey asked, concern lacing his voice.

"I'll let you know when I find out." Strange told him before turning to the giant. "Nightmare! What is this?"

Nightmare didn't even bother to turn around. "The darkness that swallowed Dormammu, and will swallow us whole." He looked completely stupefied. "All this time, I thought my darkness was supreme, its terror unmatched…and yet…"

The tear grew, and out of it came a large imposing figure, as big as Nightmare was. It was clad in black, with large hands and a heart-shaped whole across its torso. Its head was wrapped in tendrils, and its yellow eyes bore holes into the green deity. Soon after, more came from behind the first creature, heading straight towards Nightmare.

Nightmare fought back as they tried to grab him. "NO! YOU WILL NOT HAVE ME! I AM NIGHTMARE! THE MASTER OF TERROR! YOU CANNOT—"

The creatures latched onto him and created a large, orange orb out of there hands that grew giant and floated above them. The orb began sucking everything in sight into itself, from the nearby rocks, to the creatures itself, to even…

"NO! NO! NOOOO!" Nightmare yelled as loud as he could, desperate to escape, but it was in vain. The orb was large enough to drag and swallow him in as well, his screams disappearing instantly.

Spidey and Strange were doing there best to stay their ground, but the suction of the orb created by those dark monsters was making that difficult.

"Uh, mission accomplished? Can we leave now?" Spidey asked, now gripping the ground to stay in place.

Strange was using magic to not get sucked up. "We need to hurry. We have to keep this from escaping into our world. We have to close the portal! Come on!"

He grabbed Peter's hand and use the Cloak of Levitation to fly them out of there, the darkness rapidly approaching them.

The portal was in sight, their chance of escaping this approaching darkness fast approached, until…

…what felt like many little hands grabbed them both and dragged them along with them, turning back towards the orb. Strange and Spidey struggled to escape their grasp, these little monsters that were similar to the larger ones that took Nightmare.

"Ach malia, dos kato!" Strange uttered, sending a burst of magic out and dissipating them for a moment, causing both men to fall to the ground. The little monsters fell around them like dark rain.

"This isn't good. We have to get out. NOW!" Strange said angrily, bringing his hands up for another spell to cast.

"Took the words right out of my mouth, Doc!" Spidey agreed, getting up and ready to fight. The small creatures quickly got up and ran over the edge, jumping off. Soon, the large band of combined creatures rose up to view of both heroes, the body snaking around them, twisting like a tornado.

"Aww, I liked them better when they were apart. They looked cuter and….well, less imposing." Spidey joked right before the swarm made a beeline for them, causing Strange and Spidey to jump to opposite sides. The swarm flew off and turned around for another approach.

"Peter, focus! This is no time for games! If we don't get out of here and close the portal, our world is doomed to this!" Strange said, blasting beams of light at the flying group of creatures, which did little to stop it as it touched down in front of them, now becoming even more like a tornado.

"Any ideas?" Spidey asked as he zipped over and did a divekick to the mass, but it barely did anything as it threw him back on the ground.

"We have to isolate them, maybe separate them again and take out the little ones to weaken it!" Strange hypothesized as he created a whip from his hands and whipped the tornado slowly approaching them, causing tiny dents and creatures disappearing from the mass. Spidey, meanwhile, was grabbing rocks floating above and anything large he could lob at the tornado to hurt it more, doing some damage, but not enough to weaken it. The tornado of creatures started whipping itself around at them, trying to knock them off the platform, but both men were able to dodge. After a little while, the swarm started to lift up and float around like a cloud, and fly around. At this, Stephen noticed something.

"Peter, the head is more concentrated with the creatures than its body. Try aiming for that!" He instructed, starting to concentrate his blasts at the front of the moving entity.

"Heard you loud and clear!" Spidey confirmed, swinging around to cut him off, and grabbing a piece of large rock with his webbing to throw at it. It worked; the line of darkness stopped in its tracks as some of the little monsters landed individually around them. Strange saw the opportunity to blast fire around them, burning the creatures as they disappeared in a black haze. Spidey was about to deliver the finishing blow on the weakened head, but its collected eyes turned red, and the ones still remaining on the outside turned red as well, as they flew fast to be a part of the swarm again, flying around more violently than usual. The swarm created a ring around the duo, surrounding them.

"I think we made them mad!" Spidey pointed out.

"No kidding, which means it's working. We need to end this now and leave. Find the hea—ARGH!" Strange was hit on the shoulder by a loose blast of the little creatures scratching his shoulder.

"STRANGE!" Spidey yelled out, and it was his turn to get hit, this time in the back, by the creatures. He struggled up to his feet and staggered before leaping up to dodge another attack. He swung around to try and get some breathing room, but the swarm followed him quickly, flying like hell to get him. Spidey kept zipping around the darkened world, trying to escape the swarm coming after him, throwing rocks at it to slow it down, but to no avail. Eventually, the swarm knocked him off a web and made him land on another platform hard. His head was pounding as he slowly got back up and on his knees, and he looked up to see where—

"This world….has been connected…"

Spidey was startled to hear a voice so close to him, and he looked up to see a being, a MAN, in a brown cloak, head shrouded in shadow.

"Who—who are you?" Spidey asked, getting up and getting his fists up, ready for a fight.

The man simply extended his arm up. "Come…open your heart."

And suddenly, Peter felt a sharp, stabbing pain right in his heart, like something ripped it open and was forcing something in. It felt cold, malignant, and Peter knew it was not supposed to be there. It felt like the Venom symbiote bonding with him the first time, but much, much worse. He was back on the ground clutching his chest in agony and—

"Peter…"

No, that couldn't be. Why—

"Uncle Ben?" He whispered.

"Why did you not save me? The mugger was right there. You could have stopped him, but you were selfish. You had the power, Peter. What did I tell you about what it comes with?"

"No, I—I didn't know…"

"Peter…"

A new voice, one that also haunts him to this day. "Gwen…"

"I thought you loved me. You let Goblin drop me off that bridge. You let me die!"

"I TRIED TO SAVE YOU!"

"If you really cared about anyone, you would know when to quit, Peter." Officer Davis, Miles' dad killed in action, was next to berate him. "You're sending my son down a path where he and his loved ones are in danger. After everything you've been through, wouldn't it be merciful of not burdening him of that responsibility?"

"No, I…I'm not…"

Peter's guilt over these deaths at his hands scar his heart every day, a reminder that despite his best efforts, he can't save everyone. Whatever the cloaked man did, he made all of these feelings Peter's kept repressed, the rage, anger, bitterness, guilt, sorrow, everything he's suffered from their passing, came back in full force, and it was tearing him apart.

"You claim to be a hero, but your heart knows your true essence…" The man said. "You fail to save those who matter most to you. How can you ever live with yourself with their blood on your hands? How does it make you feel? Let it out, Peter Parker, let the darkness in and embrace it…"

Peter couldn't keep on his feet and fell back to the ground, hand over his heart. "I'm…sorry…" He couldn't even fight to his feet as he saw another one of those giant creatures lowering its hand to grab him.

The very last thing he saw before blacking out was a red cloth wrapping around him…

Thank God for that cape, Stephen thought.

It flew back immediately and unwrapped itself around Peter, draping itself back around Strange's shoulders. He then turned to the still-opened portal, darkness closing in.

"BY THE HORNY HOSTS OF HOGOTH, THIS PORTAL SHALL BE SEALED PERMANENTLY!" He yelled, the magic in his hands coming out as tendrils to push the borders of the portal shut, just as the swarm almost escaped. Stephen breathed a sigh of relief and bent down to collect himself, exhaustion, fatigue, and his injuries catching up to him. He turned to see the room was completely wrecked, probably from the magic twisting proportions, but at least now that Nightmare was gone, the sphere outside had to be gone as well.

Was Nightmare taken somewhere else, or was he…

"We did it, Peter…for now. We need to make preparations. The Avengers may be on thin ice with each other right now, but they need to know—" He turned to see Peter still on the ground, and concern rose in Stephen quickly. The seasoned medical doctor came out of him as he quickly made his way over to the unconscious boy and took off his mask, checking his neck and wrists for a pulse. He's breathing, but too rapidly for Stephen's liking. Also, he could feel something in him, something dark, similar to what was in that dimension. Considering what they just faced, Stephen knew that wasn't good at all.

He spoke to his cape. "I need you to get my medical equipment, my spell book, and my phone from my room, if it hasn't been trashed. Quickly!" The cape flew off of him again, and quickly flew to achieve its goal.

Strange has seen much as the Sorcerer Supreme, but what he and Peter just witnessed…

They need to get to the bottom of this. Now.

And that will conclude today's chapter, with the first hero to confront the Heartless... that wasn't in a dream. But to think they managed to take down Nightmare and Dormammu! Man! I can't stop getting geeked out over that! Shows what big of a threat the Heartless actually are!

And that's not even mentioning that Oogie Boogie broke out and recruited Carnage to Sephorith's cause!

Also, The Avengers plot-line, the OG author used, is based on a mix of the Marvel: Ultimate Alliance games and the original Civil War plotline from the comics. Also, the Green Goblin killed Gwen Stacy, and Officer Davis died similarly like how he died in the Spider-Man PS4 video game. And he's taken Miles under his wing too, who is just getting into the hero business. And obviously no One Day More plot-line. I think we can all agree that it is one of the worst Spidey plot-lines.

And these are all the Heartless used in this chapter:

White Knight

Gargoyle

Trick Ghost

Soldier

Darkside

Demon Tide

Shadow

Now then, the chapter after this... we'll be taking a trip to a galaxy far, far away...

I hope you enjoyed the chapter. Be sure to leave a review. Also, don't forget to leave a fav. and follow if you haven't already. See ya real soon!