The heroes and teenager stared in shock at the figure floating in the air high above the crater he'd created.

"That's the Mandarin??" Peter asked in a hushed voice.

Having studied Iron Man's career most of his life, he naturally knew the name of his hero's arch nemesis. Peter had brought up the villain in conversation once with Tony, but he was surprisingly closed lipped about him. Taking it as a sore subject, the teen never mentioned him again.

What he did know was that supposedly, the Mandarin's 10 Rings were ancient weapons. Each one capable of mimicking, if not outright granting, different Quirks to the wearer. But according to legend, no man had been capable of wearing more than one at a given time. For the villain to be wearing all 10 of them now...

Tony's fist tightened, this was not going to be an easy fight. He looked to Groot and Thing, "You two, get the others and find cover. I'm gonna try and move this fight elsewhere. When I do, come back and help anyone buried under all this."

He then addressed Peter specifically, "Kid, as your teacher, I'm giving you permission to use your Quirk outside of school. Help Rocky and Treebeard find survivors once it's clear. But do not join in this fight."

Peter began to protest, "But you-"

"Listen to me," Tony cut him off, his visor retracting to reveal a stern expression. "This guy's different from the clowns you've been dealing with up to now. He makes the League look like a basket of kittens by comparison."

He glanced back up at his nemesis, "Besides, even if you were ready for him, this is a score I've gotta settle on my own..."

The teen slowly closed his mouth and lowered his head, ashamed at not being able to help his mentor. Tony put a hand on Peter's shoulder. "Everything's gonna be alright," he assured. "So focus on rescue, and do whatever those guys tell you. Understood?"

Peter looked worriedly into Tony's eyes. While the older man exuded confidence in his victory, Peter knew at this point he was racing against the clock.

"Fine..." He reluctantly agreed. "But you'd better come back, got it?"

Tony smirked, and gave a light rap on Peter's cheek with his knuckles, "It's a deal."

Peter gently lifted a semi-conscious Rocket off the ground. "Lylla, babe. Is that you?" The raccoon asked, still somewhat dazed.

"Kiss me and I drop you," the teen warned, placing him in the waiting arms of Groot. He then lifted Stick up onto his back while Thing carried Hellcat in his arms.

"Good luck, Stark," said Thing. "Kick his ass for us."

Tony grinned, lowering his visor, "That's the plan, big guy!" With a blast of his repulsers, Iron Man took off into the sky, ready to confront his foe from the past. Peter watched him go, a bad feeling gnawing in his gut.

"Let's go, kid," Thing called, making his way off the battlefield with Groot in tow. Peter took one last look at the armored hero and followed the others.


As he flew into the sky, Iron Man's shoulders opened and fired a series of miniature missiles at the villain. Mandarin donned his helmet and raised his right hand. The green ring on his thumb began to glow, and as if on cue, a green shield surrounded him, allowing the weapons to explode harmlessly.

However, they were only smoke bombs, which obstructed the villain's vision. With another wave of his hand, the shield overtook the smoke and both vanished into thin air, revealing a charging Iron Man.

Flying at top speed, his red armored fingers interlocked against the black ones on impact, in what seemed to be two forces of equal power shoving against each other.

"So, Mandy... Been a while, huh?" Iron Man grunted, trying to push back his enemy. "The suit's new, but I thought you were against modern tech? Honestly I liked the green robe look better!"

"I did not come to banter words, Stark," the Mandarin hissed. "This night has been long coming, and now you must reap the bitter fruit you have sown!"

With an almighty push, the duo separated several feet from each other. They floated in mid-air, as if waiting for the other to take action.

"Guess you're not messing around," Iron Man said, glancing at the villain's hands. "You cracked open the ol' jewelry box and brought all 10 of those things. You sure your body can handle that kind of power?"

"I might ask the same of you," said Mandarin. "I've noticed things; the speed with which you fight, the strength that you wield. They've lessened. You've grown weaker, haven't you, Iron Man?"

"I don't need to be at full power to kick your ass," the hero retorted. Quickly thrusting his palms forward, he sent a repulser blast at the Mandarin.

The villain simply scoffed, however, and raised his right hand. The ring on his thumb glowed slightly as a wave of unrefined energy surged out to meet Iron Man's. They collided, creating a shockwave that knocked the pair backward through the air.

Within his helmet, Tony shook his head to clear it before glancing at the hologram readings of his suit. He was running on roughly 30% efficiency and it was already starting to drop. He had to end this fight quickly.

"Alright, if you're gonna start dressing like me, then you'll have to start fighting like me too!" Iron Man declared, charging up his repulsers and launching himself at top speed. He landed a three punch combo before the Mandarin could activate his rings.

The villain grunted within his armor as it took the impacts of the blows. However, he seemed to take no visual damage, something very concerning to his opponent. Mandarin deftly avoided a fourth punch and thrust his left hand forward, shooting a spear length icicle at Iron Man.

"Whoa!" Tony cringed, moving to laterally avoid the ice, only for it to skid across his rib plate and leaving a visible scratch.

"Hey!! I just waxed this thing!!!" The hero shook his fist at his nemesis.

"Apologies, my next strike won't miss," replied Mandarin, as he thrust his right hand out. The ring on his thumb glowed as a purple gas streamed toward Iron Man.

Tony quickly deployed his energy shield to fend off the attack, only for Mandarin to then bring up his left hand again. Pointing with his index finger, a burst of flames shot out and hit the gas. It ignited and created an explosion, the resulting flash disoriented Iron Man who dropped his guard.

This left an opening for Mandarin to fly in and grab his foe's metal helmet, delivering a powerful blow to the torso with his other hand. Even with the armor protecting him, Tony could feel the impact of the punch against his chest, nearly spitting up blood from it.

"So we're doing light shows now, huh?" Iron Man asked, as a port in his back opened. "Well two can play that game!! FLARES!!!" A series of tiny objects zoomed out from his back and detonated around the villain, blinding him long enough for Tony to escape his grasp.

The hero shot Mandarin's helmet with a repulser blast that actually managed to chip parts of it off. But the damage was cosmetic, nothing that would change the tide of battle.

With only a moment before the villain regained his vision, Iron Man fired up his engines and zoomed past his foe, clotheslining him in mid-air before he realized what had happened. This impact managed to knock the villain back for the first time in the fight.

Throwing him into the side of a nearby building, Iron Man watched as his foe put up another shield. It neutralized the impact, while cratering the steel and concrete, shattering several windows in the process.

"C'mon Mandy, let's see what you've got under the hood!!" Tony goaded as he took off toward another part of the now empty district.

Growling slightly, Mandarin's own boosters roared to life as he flew after the Iron Man.

"Alright, Friday, first thing's first: are you able to hack his armor?" He asked.

"I'm sorry Boss," the Irish A.I replied. "Numerous firewalls and protective software is making remote capture nearly impossible with the time frame we have."

"That figures..." Tony groaned. "Whoever built that thing knew what they were doing. In that case, I'm gonna need a quick rundown on his rings. Both hands, thumb to pinky."

"Already in progress," said Friday.

On the side of the hologram readings within his helmet, an image of the 10 Rings on the Mandarin's hand was being analyzed. Friday quickly listed them off, knowing the urgency of her maker's situation.

"Right hand; Remaker: Matter Rearrangement. Influence: Concussive Beams. Vortex: Flight and Wind Manipulation. Spectral: Disintegration of Non-living Matter. Nightbringer: Shadow Manipulation."

"Wonder if he named those himself..." Tony barrel-rolled in midair, narrowly avoiding impact with a lightning bolt. "What else he got?"

"Left Hand; Daimonic: Mental Manipulation. Incandescence: Fire Manipulation. Lightning: Electrical Discharge. Liar: Creates Illusions. Zero: Ice Manipulation," Friday concluded.

"Still can't believe he's wearing all 10 rings," he muttered. "That much power in one body should've blown his limbs off! How's he doing it??"

The villain thrust out his right hand, and another burst of lightning surged toward Iron Man, who narrowly dodged by flying upwards.

Tony glanced at his power readings, now at 27% efficiency. His chances of ending the battle quickly were dwindling, and he knew it.


Back at the epicenter of Mandarin's initial strike, the trio left behind had begun the rescue effort in earnest. Thing would use his enhanced strength to carefully remove debris. While Peter, having smaller hands, would check over anyone they found for injuries. Those unable to walk on their own would be carried away by Groot, who grew extra limbs from his body to create makeshift gurneys.

A faint voice cut through the night, "Help us!! Please!!!"

Peter followed the sound to its source, and heaved a wall slab away to reveal a trio of people a underneath; a pair of EMTs, and a police officer. Two of them were conscious, but one of the EMTs clearly had a fractured arm and the policeman was bleeding from a cut on his head.

"Hey Thing, I've got some more over here!!" He called over, waving the Rock Hero over before turning back to the injured workers. "Are you alright? Anything broken?"

"M-my arm," said the female EMT, clutching it with her good hand.

"I'm ok, but I feel kind of dizzy," the other said, hand on his head.

"Ok, don't move, either of you," said Peter. "We're gonna get you out."

Prioritizing the broken arm, he looked around for something to support it. Spying an exposed drain pipe, Peter bent it until it snapped off. Then, leaping down toward the two, he wrapped the arm with a web sling, the pipe keeping the arm straight. Next, adjusting the nozzle of his web shooter, Peter gave a quick spray over the open wound.

"Sorry I don't have any bandages with me," he apologized to the man he was helping. "This stuff will dissolve in about an hour, but the bleeding should stop before then."

"Thank you," the woman with the broken arm said. "How many have you found?"

"You guys make it a baker's dozen, so far," Peter smiled, trying to keep positive.

Thing peered down as he approached, "Nice work, kid. Need a hand getting them up?"

"Yeah, I think this one might be a bit concussed," said Peter, helping the man with the head injury up the small pit. "Have you found Elixer?"

"Groot brought him 'round," the Rock Hero replied, reaching to hoist the woman up. "He's a little beat up, but ready to help out."

"That's good," Peter sighed with relief before going to check the third victim. However, it quickly became clear from his lack of pulse and broken body that he was beyond help.

"Oh no..." The teen went pale, a wave of despair washing over him. He was no stranger to death, but it was another thing to face it.

"Pete?" Thing, having directed the others to safety, made his way down, and upon realizing the situation, put an orange hand on Peter's shoulder. "C'mon kid... We'll mark this spot for later," he said, gently turning the teen away from the distressing sight.

Peter steeled himself, taking a few breaths before climbing out of the pit with Thing. "Do you... ever get used to seeing that?" He asked, regarding the body.

Thing shook his head, and marked the pit with a flag he carried in his belt. "If I did, it'd mean I was losing somethin' important up here, and in here," the hero replied, gesturing to his head and his heart.

At that moment, they heard the equivalent of a thunderclap in the air, as the two looked up to see Iron Man dodging lightning bolts shot by the Mandarin as they flew at top speed through the sky.

"Is there really nothing we can do?" Asked Peter, watching the battle unfold. "I feel so helpless..."

"Trust me, this fight's been a long time comin'," Thing replied. "It goes beyond personal for Stark, so there's no way he'd involve anyone else."

Peter turned to the Rock Hero, "What do you mean?"

Thing looked back, "He never told you, eh? Well it ain't my place to say, you should ask 'im once it's all over. For now, we've gotta keep on track with rescue."

The teen nodded hesitantly, and went to sift through debris. Suddenly, his Spider-Sense went off. "Uh, Thing?" He said, worry in his voice, "I think we've got-"

He was cut off as a portal suddenly began to open up beneath his feet. With a startled yell, Peter leapt up and away. But a metal tentacle sailed through the black void and grabbed the teen with the three pronged claw on the end.

"Peter!!" Thing rushed toward the teen and reached out for him, but the tentacle yanked Peter back into the portal. The Rock Hero could only watch in horror as Peter disappeared from sight.

"NO!!!!"


Over with the group of students, Flash zoomed in with the camera, trying to get a better look at the huddled group of villains from their hidden vantage point.

"What do you think? Is it the League?" Asked a hushed Wanda.

"It's them alright," Roberto replied grimly, before focusing on their new arrival. "Who else would be behind something like this?"

"Someone new's with 'em too, I don't recognize him," put in Flash, focusing the lens.

"We're in way over our heads here," Ava said. "They just took out an entire neighborhood in an instant! All of those people..."

"Agreed, we have to go," added Danny. "If we can find a Hero, perhaps we can alert them to the League's current position?"

"You seriously think anyone's left standing after what they just did!?" Flash hissed, "Trust me, if there is a Hero nearby, they're buried under rubble."

Suddenly, something caught his attention through the camera, "Wait, that Spot bastard's up to something. Him and the new guy..."

Ava crept up closer, then tapped her green totem as she enhanced her vision. The white and black Spot had created a new portal in mid air. As the stranger stepped forward, a long protrusion snaked out from the back of his coat and into the portal.

After a moment, it stiffened and yanked something out, thrusting it against a brick wall. It was a person, a very familiar looking teenager.

"Peter!" Wanda gasped.

"Parker!!" Exclaimed the others.


Peter felt his body slam into the bricks as he struggled against the claw to free himself. He felt them crack behind his back as the sudden impact knocked the wind out of him. The claw released him as he fell to the ground in a heap, his already injured body was screaming with pain as he attempted to gain his bearings. The sight he beheld was most unwelcome.

Advancing toward him was the League of Villains, each member activating their Quirk and oozing murderous intent. A stranger was amongst them, who used some kind of mechanical apparatus to advance to to the front. Peter recognized the tentacle that had grabbed him, grimacing at the sight of three more jutting out from behind the man's white lab coat.

Ok... That's new, Peter thought.

Now seeing his captor in the light, the teen could make out more of his features. Beneath the coat, a white business suit covered the man's somewhat portly body. A pair of sunglasses were worn over his eyes, with some light scarring visible behind the lenses. His brown hair was short and well groomed, shorter on the sides while longer on top.

He held up his hand, and the group behind stopped moving, although Hobgoblin did so most begrudgingly.

"Master Planner, I presume?" Peter questioned, glaring up at his captor.

"In the flesh," the man replied, a giving a slight bow.

"Nice to meet the man behind the screen, I guess," said Peter, trying to keep up a brave front. "So... What brings you out on a night like this? I figured with your name, a guy like you wouldn't be interested in getting his hands dirty."

He observed the four tentacles wriggling slowly in the air behind Planner's back. "Although I guess you don't have to with those things," Peter nodded to the devices in question.

The Planner stroked the end of a metal appendage as it snaked over his shoulder, much like a python. "They are quite useful," he said, giving it a light stroke. "As to why I'm here, after Young Hobgoblin's most recent failure, I decided it was time to step in and take the reins."

Hobgoblin growled irritably under his breath.

"More to the point," Planner continued. "Our prior conversation was rudely interrupted earlier and I was hoping we might continue where we left off?"

The teen's eyes narrowed, "Sorry, but my Aunt told me not to talk to strangers, especially creepy doctors with a tentacle fetish."

From behind the Planner, Sinthea covered her mouth, but a snort could be heard as she failed to suppress her laughter.

"Such a crude wit about you," Planner sighed. "I had hoped we could discuss this as fellow academics, but alas..."

"What's there to 'discuss'?" Peter asked, struggling to his feet. "You people kidnapped me and held me prisoner for days! If you're expecting me to cooperate, I've got some bad news for ya, pal!"

"We have methods to ensure obedience," replied the Planner. "Your compliance is hardly a factor."

"Well, so much for the Hippocratic Oath," the teen quipped. "Is that how you convinced the Mandarin to level a city block??"

"There was no need," Planner said. "His intellect is nearly on par with my own, and there was much to gain by working together. Now bear witness to the results."

He gestured toward the sky, where Iron Man was shooting laser beams to try and fend off his nemesis. "Tonight brings about the end of an era," Planner continued. "The end of Iron Man."

"Seriously? You're still singing that same tune?" Peter scoffed, "How many times did you guys screw the pooch trying to pull it off?"

"Indeed, Hobgoblin did fail, on several occasions," Planner said, rubbing salt in a fresh wounds of Hobgoblin's pride. The villain in question grit his teeth and clenched his fists.

"But you mustn't be discouraged," he turned around and placed a hand on the young Goblin's shoulder. "You can always try again. That's why I brought your associates back with you. Even this child. I could've had Spot send him directly to my laboratory, but I too know what it's like to seek the sweet taste of vengeance."

"'Child'?" The teen asked incredulously. "Newsflash, Doctor Octopus; I'm 15. That makes me a tee-"

But he was cut off by a metal tentacle grabbing his head before it slammed his face into the ground. While his Spider Sense did go off, Peter was slow to react due to his dulled reaction time.

"Don't... Call me that..." Planner hissed, glancing back at his captive as he retracted the tentacle.

"...Noted," Peter groaned, his voice somewhat muffled by the rubble in his face. The teen slowly raised his head and spat blood from his mouth. He could've sworn he felt a cracked tooth as well. Peter looked up and stared into Hobgoblin's piercing red eyes.

"Even if... you manage to pull this off," he went on. "It won't be you who did it. In the end, you guys had to pull in an outside contractor. Is that really gonna sit right with you?"

Hobgoblin's eye twitched, as though he was actually considering the teen's words. His goal had been the death of Iron Man, but would he be satisfied if someone other than him finished the job?

"Why are we even standing around talking to this kid?" Asked Nuke, "I think Vengeance had a point earlier, he's too much trouble to keep alive."

"Oui," added Batroc. "In the blink of an eye, this boy took down nearly half of our numbers, even after days as a restrained prisoner. To allow him to live is to create a catastrophe of our very futures! We must eliminate the threat while he is still weakened!!"

Master Planner regarded the two men with a brief look, a signal that they should be silent.

He turned back to the trapped Peter, who was presently struggling to stand up. "While I'd prefer working with a live specimen, I do sympathize with the plight of these gentlemen and their grievances," the villain said. "So what shall it be, Mr. Parker? Will you come quietly, or will you make things difficult for yourself?"

Peter's eyes narrowed, the situation was grim. He was in no shape to fight all of these villains at once. Plus, their leader had too many unknown variables to know how he'd match up physically even if he was at 100%.

However, his body was slowly healing itself from the inside. And Iron Man had given him permission to use his Quirk, provided he didn't get involved with his own battle. If he kept the League busy, they wouldn't be able to attack Iron Man. He already had his hands full dealing with the Mandarin on his own. If they joined up, with the hero's current condition, he may not be able to come out on top.

Taking a breath, Peter made his choice.

"The only one I'm making things difficult for is you, Doc Ock," the teen finally said, determination in his voice as he assumed a crouched fighting stance. "So if it's all the same to you, I think I'll take my chances and just kick all your asses instead!"

Planner sighed, "So be it." He nodded to Spot. The white and black villain raised his hands, creating a portal the size of a car. "I'll have Spot leave this portal open. Once you've had your fun, bring what's left of him back." He turned to leave as Spot began to make another portal.

This surprised Peter, "What, you're not sticking around? Don't have the stomach to do it yourself??"

"I have more pressing matters to attend to than something this trivial," Planner said, his back to the teenager. "Hobgoblin, I trust your men won't fail at their job this time?"

Hobgoblin glared at the boss villain.

"Hey Doc Ock, there's a woman here too, y'know!!" Sinthea complained.

Planner seethed inwardly at the lack of respect, not to mention how the boy's nickname for him appeared to be sticking. He addressed Hobgoblin once more, "See to it that he's returned in one piece, and not several."

With that, he and Spot walked through the portal and it closed behind them, leaving Peter standing face to face with a half dozen of the most dangerous villains he'd encountered.

"Alright, you heard the man," Hobgoblin said. "There's enough for everyone here! Just leave him alive, I get to finish him off."

The more bloodthirsty members of the League grinned in anticipation, powering up their Quirks and prepping their weapons.

Whirlwind cracked his knuckles as the wind began to circle lightly around him.

"Dibs on his kneecaps," added Nuke, pulling out a pair of pistols.

"Ribs," said Batroc, limbering up.

"Spine," Vengeance's eyes began to smoke and glow green.

"Other," Sinthea added with a wicked smirk, clutching her hammer suggestively.

"You stay out of this!" Peter pointed to the villainess in horror.

Hobgoblin stepped forward next to Whirlwind, a half-grin on his face. "Heh, 'Doctor Octopus'. I liked that one," he remarked. "It's a pity you didn't take our offer, you might've avoided what's about to happen next."

Peter's eyes narrowed, "No I wouldn't."

Hobgoblin broke into a cruel smile, "No, you wouldn't."

He thrust his right hand forward, a burst of energy shooting from his index finger at the teen.

Peter dodged the blast by the skin of his teeth, but it took more out of him than he thought. Flipping backwards, he shot a webline at Nuke and Vengeance. Upon contact, he yanked the lines across, pulling the duo forward and into Hobgoblin.

He was more pissed off than hurt by the attack, but it was enough of a distraction that Peter was able to get some distance from his captors.

Hobgoblin got to his feet and turned to the others. "What're you waiting for!?" He asked, "After him!!!"

On cue, the five villains leapt toward their quarry. Hearing them coming, Peter's brain went into overdrive.

If I can lead them back to Thing and Groot, I'll have a better chance against them with backup, he thought, shooting a web to swing away. The problem is, I have no idea where the hell I am!!!

Peter winced, his ribs aching with pain as he swung. I've gotta fight back! I'm already in bad shape, there's no way I can keep running from them... Suddenly he gasped, as Iron Man flew just overhead.


Up above, Iron Man noticed the cadre of criminals giving chase to his student. How the hell did that happen!? He thought in horror.

"I'm coming!!!" Tony yelled, as he attempted to rocket over to help. Only to be tackled away by the Mandarin.

"Your fight is with me, Iron Man!!" The villain exclaimed, throwing him against a building. "Leave the children to their games. Or are you so concerned over the boy's safety that you'll continue to hold back? This is quite the predicament, 'hero'. How do you intend to prevail with that sort of attitude?"

Tony grit his teeth beneath his helmet, Damn it...

"Iron Man!!" A voice made him turn his head. It was Peter, calling up to him. "I'm gonna to make use of that permission you gave me! I won't get involved in your fight, but I will defend myself against these villains!!"

He stared up at the hero with pleading eyes, hoping to convey the reassurance he wanted to give.

Kid... Tony thought, knowing he couldn't protect him at this point. That said, he'd already more than proven himself capable in a pinch. Reluctantly, he amplified his voice.

"They're all yours!!!" He exclaimed as he powered up his boosters and flew at the Mandarin.

Peter grinned, but the momentary distraction gave Batroc time to leap in and try to kick him. However, Peter stopped his leg by wrapping his arm around it. Growling in anger, he brought his elbow down on his knee, hard. The Frenchman cried out in pain until Peter let him go and bashed his face with a knee.

One down... He thought.

Nuke and Vengeance charged at him from both left and right. At the same time, Sinthea threw multiple knives at him. Peter quickly jumped out of the way, making the first two villains run in the path of the knives. They dropped to the ground to avoid getting killed as Peter shot put a web line.


Back in their hidden vantage point, the students watched as Peter tried to keep his distance from the League. Wanda gasped as she saw Vengeance shoot a green fireball at the webline. It burned through and the teen fell to the ground with a thud.

"We have to do something!" She said, watching her crush struggle back to his feet. Wanda was about to leap into action, when she was stopped by Amadeus grabbing her arm and pulling her back.

"Wait!" He whispered loudly, setting her back down behind the wall.

"What do you mean 'wait'?" Wanda asked, looking at him incredulously. "Iron Man just gave us the go ahead!"

"No, he gave Peter the go ahead! No one even knows we're here," Ava replied.

"So what? Are we just gonna sit around and do nothing?" Flash asked, glaring at her.

Ava turned back to the fight, sucking in her teeth with frustration. Several of the League's Quirks were good for long range attacks, meaning even if Peter wanted to escape, that'd be easier said than done. And if he tried to go in to fight head on, it was still four fresh villains against one exhausted teenager.

"What do you expect us to do?" Robbie asked. "As heroes-in-training, we're not allowed to fight."

Not like it's stopping the bug, Flash thought, lowering the camera. But he's right, if we don't wanna get thrown out of M.A, we can't kick their asses without a license.

He watched Peter fend off Sinthea, ducking the swing of her hammer and kicking her in the back once she became off balance. But before he could reset himself, the teen had to dodge both gunfire and energy blasts from Hobgoblin and Nuke.

We need an opening... Flash's eyes narrowed as he began to think strategically, his years of running football plays went through his head. Even a small one... An instant... Then we might have a chance to grab him and get out. Once that's done, then Iron Man can stop holding back! But how? Come on, think!!!

Finally, he gasped, "That's it..." Flash turned back to the others. "Listen! I might have a way to get him out of there."

"Come again?" Amadeus looked up in surprise. He wasn't expecting a development to come from him of all people.

"You can't fight!" Said Ava, grabbing his arm. "I won't let you!"

"Get your goddamn hand off me!" Flash ordered, yanking his arm away. "I'm not talking about fighting, I'm talking about a trick play."

"A what?" Danny asked, unfamiliar with the sports terminology.

"A way to get him back without fighting!" Flash elaborated. "And if we pull it off, we can do it before those bastards realize what him 'em!!"

Everyone looked at the brash, hotheaded blond. He still had his angry continence about him, but his eyes were sharp and focused. There was no doubt about it, Flash Thompson was being serious.

Roberto nodded, "Tell us your plan."


Peter blocked the concrete debris launched at him by Whirlwind. They broke apart in transit and impacted like buckshot. The teen leapt forward and threw a punch at the armored villain. It dented the green chest piece, and the man himself nearly vomited from the strike, but it wasn't enough to put him down. And he proved it by pulling his arm back for a counter punch.

Not wanting to linger, Peter used Whirlwind's body as a springboard to launch himself up and away. The villain was knocked to the ground by the force of Peter's jump. Unfortunately, the straight path upward made him an easy target, and the teen had to twist and turn as best he could to avoid Vengeance's flames and Hobgoblin's laser beam.

It wasn't enough to dodge everything, however, and he felt a bullet graze across his thigh. Peter yelled out in pain, crashing against a building wall as he attempted to frantically scale the side and escape Nuke's line of fire.

Pulling himself over the ledge, he lay flat on his back and took several deep breaths. Sitting up, Peter checked his injured thigh. The wound thankfully wasn't deep, but it was bleeding profusely. Adjusting his web shooter, he pinched his skin together and sprayed webbing over the damage.

A tingle of his Spider Sense told him to quickly leap away, which he did, and the section of roof was blasted apart by a massive green fireball.

It's no good, Peter thought, limping away toward another part of the rooftop. I'm running on fumes, and I only got 2 of them!! If I can't get away from these guys, Iron Man'll keep holding back out of concern for my safety. I've gotta take out that gunman and the fire user, then at least all the long range fighters will be out of play. But how am I supposed to do that from-?

And then, just as all hope seemed lost, a collapsed building was suddenly blasted apart. This got the attention of the villains, as they watched fragments suddenly freeze in mid air, surrounded by a red aura. Then just as suddenly, they drew inwards and condensed into a ball of rubble.

Several hundred yards away, another sudden explosion went off as an entire wall was shattered to pieces. The villains quickly assumed defensive positions to avoid the falling debris of bricks. An equally familiar golden glow was briefly present at the epicenter before fading into the darkness.


- A Moment Ago -

"First, we're gonna need a distraction," Flash took a stick and began to draw circles in the dirt, along with several X's. Two of the circles were further away from the rest.

He looked up at Wanda and Danny, "Red, Glowfist, that's gonna be you. Make some noise, blow shit up, I don't care. Just keep outta sight and outta range."


Just outside the perimeter of battle, the Hell Charger raced toward the new points of destruction. Flames erupted from the exposed engine as it put on a burst of speed.


The blond pointed to Reyes, "Hothead, you're gonna grab 'em." He drew a curve around the perimeter of his diagram, through the two outlying circles. "You're also our ride outta this mess, so be ready to meet us."

Flash turned toward Ava, "You're riding shotgun. Keep track of positions and watch his back while he's driving. You're gonna have to work fast." The duo nodded in agreement.


The car slid to a stop in front of Wanda as Ava threw open the door, the redhead diving in as Roberto gunned the engine again, this time heading for Danny's position. At this moment, the villains were barely comprehending the sudden developments.

Peter recognized the sound of the Hell Charger. Coupled with the fact that his Spider Sense wasn't buzzing when the buildings were destroyed, he quickly realized that something was up. And indeed, this was cemented when a sudden roar caught his attention. It was Amadeus in his Brawn form, leaping from his hiding spot up and over the battlefield.


"Next part's on you," Flash said to Cho, as he drew one more line, this time across the battlefield. "We're going straight across while those idiots are looking away. By then, Wall Crawler'll know something's up, especially with that Sense of his."

"Up to now, those bastards have been able to outmaneuver us. But we're finally in the position to get the jump on them. And we'll cross the battlefield at a height that they couldn't hope to reach, even once they realize what's happening."

He pointed to a big X on his sketched plan, "That boss villain'll be flying around, holding back Iron Man. But that also means the reverse is true, and he won't be able to get involved."


Peter stared as the young Hulk shot high into the air, several stories above the ground. The Mandarin noticed this sudden development and was about to intervene, but Iron Man stopped him with a well timed punch to the face, knocking his helmet off in the process.


Flash lowered his stick, "After all that, the only thing left is to pick him up. He'll make that part easier himself."

"How exactly do you plan on making that happen?" Ava asked.

The blond shrugged indifferently, "All I gotta do is call him."


Atop Brawn's shoulder, a lone figure called down to the incredulous teenager.

"PETER!!!!"

With a thrust of his arm, Flash Thompson shot out a black tendril as far as he could, as if reaching out. The intention was clear, and with the League momentarily distracted, this would be his best chance. The tingle went off; Hobgoblin had noticed the presence of new arrivals and was drawing closer, his sole focus being to deliver a final blow and prevent him from escaping. It was now or never.

Peter bent his legs, putting every bit of strength he had left into them and leapt as high as he could. A small crater was left from his feet, and the Hobgoblin was knocked backwards by the force of his jump.

Knowing he wasn't going to reach the height Cho and Flash were traveling at, Peter shot out a web line as his momentum began to slow. It was caught by the black tendril, yanking the teen upward and sucking up the web like a vacuum. Finally, it turned back into a limb as Flash's hand gripped onto Peter's.

The teen looked down to see his classmate grinning up at him, "Heh, guess you know my name after all!"

"Want me to drop you?" Flash retorted. "We're not outta the woods yet, bug!"

Peter chuckled lightly at his classmate's unchanging brashness. "I missed you too, Eugene," he said.

"Can you two please not right now?" Asked Brawn, adjusting his position to land on a roof. It left a small crater that became even larger as he took off again with his passengers.


"Damn brats!!!" Hobgoblin grit his teeth and pushed a button on his glove, "What the hell are they doing here!? Someone stop 'em!!!"

"I got this!!" Called Nuke, as he brought out a rocket launcher, settling it onto his shoulder. "They might be airborne, but they've got no way to dodge!!!" Pressing the button on the long barrel, a missile shot out toward the retreating trio.

"GIGANTIFY!!!"

Before the projectile could hit, something big suddenly got in the way. It was Giant Man, who'd taken the brunt of the impact with his head and was collapsing over.

"Is that Giant Man!?" Asked Cho, eyes widened by the sudden development.

"Prioritize... Rescue..." He groaned as he struggled to maintain consciousness. "Get the kid... out of..." But that was all he could say before he keeled over and landed face first on the hard ground. It shook slightly upon impact, several damaged buildings collapsed from the force of the tremor.

"You'll be ok," assured a voice. The Wasp had flown over and was fiddling with the belt that helped to control his size changing Quirk. Turning and pressing the device on his buckle, the hero shrank back to normal size as his partner quickly moved him off the battlefield.

Hobgoblin couldn't contain his fury as he roared his frustrations. Pressing a button on his left gauntlet, the villain reached into his satchel and pulled out a vial, a lime green liquid within. He hesitated a moment before popping off the lid and downing its contents.

His pupils dilated and beneath the costume, his body quivered and pulsed, reacting to the serum. Within seconds, however, the villain's face of anger slowly morphed into a devilish smile. A cackling laughter soon accompanied as he saw his glider flying towards him. The Hobgoblin wasn't done yet...


From inside the Hell Charger, Ava watched the villains scrambling to pursue the trio of students. It's just like he said, she thought. All eyes are on them.

"This is our chance," she said to Roberto. "Based on their trajectory, he should be landing roughly two blocks over, North/Northeast. Let's go!"

Roberto gunned the engine, fire once more jutted out from the engine and the wheels left twin flame trails as it took off to meet the others.


From his position on the battlefield, Iron Man had seen everything. "Seriously... Those kids," he muttered in exasperation. But regardless, he was grateful they'd managed to get Peter away from the villains once and for all.

"Brace yourselves!" Brawn warned, as he landed hard on the paved street. It cracked and buckled upon impact, but the boys were no worse for wear. Setting his passengers down, the young Hulk turned back into Amadeus Cho, who grinned broadly as he pulled Peter into a bone crushing hug that lifted him off the ground.

"We did it!!" He cheered in triumph. "You're back, Pete!!!"

"Ack!! Ribs!!" Peter choked out, "Ribs!!!"

"Idiot, you're gonna make it pointless if you kill him now!" Flash scolded, smacking the Asian teen upside the head.

"Oh crap! Sorry!" Amadeus immediately released Peter, who nearly collapsed to his knees.

"Yup... Definitely still broken," Peter coughed slightly before standing back up. "But man am I glad to see you. How'd you guys even find me?"

"You're kidding, right?" Flash thumbed back to the crater that took up several city blocks. "Seemed pretty obvious."

The roar of a supercharged V8 engine cut through the darkness as the Hell Charger drifted around a corner into view. "Perfect timing, looks like our ride's here!" Cho grinned, watching as the vehicle began to slow down.

Wanda burst out of the backseat and rushed toward Peter. She nearly crashed into the teen as the redhead wrapped her arms around his battered body, tears streaming down her face. Peter was barely able to brace himself but he brought his arms up and hugged her back.

"I knew we'd find you," Wanda whispered.

From the car, Ava and Danny watched duo, beaming with relief. Roberto's typical unexpressive face had the barest hint of a smile. Amadeus grinned at Flash, lightly elbowing him. "We did good, didn't we?" He asked.

The blond scoffed, looking away and not dignifying it with a response. But secretly deep down, he felt a tremendous weight being lifted off his chest.

Peter could feel his eyes begin to water as it finally registered for him that he was safe. He could stop fighting and rest.

Or so he thought, as his Spider Sense suddenly rang in the back of his head.

"WHERE DO YOU THINK YOURE GOING!?" A voice bellowed from high above. A crazed looking Hobgoblin had mounted his glider and was now airborne, flying in their direction.

"Robbie! Drive!!!" Peter yelled as the other kids scrambled to get back into the car. The teen himself leapt on top of the roof, gripping it with his fingertips.

"Parker!! What're you-?" Ava began to ask, before Roberto shot the car forward. "Reyes, he's on the roof!!!"

"I know, Tigré," he replied, watching the road as he picked up speed. "He's tired, but right now he's the only one of us allowed to fight back..."

"If you want someone killed, you've gotta do it yourself!" Hobgoblin muttered, shooting several Sparkle Blasts at the Hell Charger. It narrowly missed as Roberto swerved the car to avoid the shots, Ava keeping a steady eye on their pursuer.

On the roof, Peter crouched as low as he could to sway with the erratic movement of the vehicle. He knew there was one chance at getting the villain off their backs, but he had to time it just right.

He banged on the roof, "Slow down!!!"

"What is he crazy!?" Asked Cho, incredulously. Yet Roberto did as instructed, trusting that Peter had some sort of plan in mind.

Hobgoblin drew ever closer, grinning as he realized he was gaining on them. From his leather pouch, he retrieved a pumpkin bomb. This was what Peter was waiting for, as he shot a web up from both arms. They hit a building wall and the teen struggled to hold the tightening lines as the car pulled him back.

Hobgoblin could see he was up to something, but couldn't quite see what. All he cared about was taking down this upstart, wanna-be 'hero' once and for all. He reared back his arm and pressed the stem of the pumpkin bomb, activating it.

NOW!!! Peter thought, releasing his hold on the car roof and allowing the webs propel him through the air up toward the villain. At the same time, Hobgoblin threw the explosive toward his foe.

Peter's Spider-Sense went off again as he saw the orange pumpkin bomb flying toward him. Thwipping it with a web-line, he spun himself into a roll and hurtled the device back, much to Hobgoblin's shock.

"Return to sender!!!" Peter called.

The villain's eyes widened in surprise as the explosive detonated with its trademark "OW!!!" The force of the blast destroyed parts of Hobgoblin's costume and the glider took catastrophic damage.

With sparks flying and smoke billowing, the glider began to rapidly plummet toward the ground as its passenger tried frantically to steer it. He took one last glance at the retreating Peter, a dark look in his eyes.

"We'll meet again, Spider-Man!!!"

With that remark, he disappeared behind a building and the last thing Peter saw was a flash of orange and the loud boom of an explosion.

He shot out another web and allowed himself to lower gently back to the ground, where the Hell Charger was waiting. The students had gotten out, watching Peter touchdown. He grimaced slightly, one hand clutching his ribs.

"Is it over?" Asked Danny, regarding Peter. The teen was staring at the billowing smoke from the unseen crash site. His eyes narrowed, but before he could give a response, an even louder explosion had taken place, catching everyone's attention. There was still another, ultimately more important battle still being fought.

"Araña, let's get going," said Roberto, starting up the car again. Finally, the young Spider-Man gave a slow exhale as he tiredly limped back toward his classmates.


"Tch," Iron Man shook his head after witnessing the Hell Charger leave. "Even after what happened in Central Park, they still came out to save one of their own. As a Pro Hero, I can't tell them I approve of their actions. But as a man, no, as their teacher, there's no one prouder than I am!!"

The Mandarin stared out toward the burning wreck of glider, "So the Hobgoblin failed? I cannot say I'm surprised."

The hero turned back to address his foe, "Y'know, it's kind of a bad look for me to need a bunch of kids helping me out. But at least now, I don't have to hold back!"

He interlocked his fingers and stretched them out, as if cracking them in anticipation. "And what's more, the cavalry's arrived!" Iron Man grinned beneath his helmet as reinforcements finally made their move.

Mandarin looked sullen, his advantage of a distracted Iron Man was now gone. What's more, other heroes had made their presence known; a man seemingly made of orange rocks, a bipedal raccoon, and a being made of wood. They'd joined up with the Giant Man and his partner, and were closing in on the League of Villains.

"Nowhere 'ta run now," said Thing to the League, still in shock over the fate of their leader. "It's over!!"

Sinthea looked at Vengeance, fear clearly written on her face. "V, I'm all for a little bloodshed but I'm not looking to get massacred!" She said, "I don't wanna die in this place!"

"They got us," Vengeance glared at the approaching heroes, powering up his Greenflame. "Those brats turned the tables on us in the blink of an eye..."

Nuke similarly prepared another weapon, clearly still willing to fight in spite of the less than favorable circumstances.

From above, the Mandarin extended an arm toward the League. The ring of his right thumb glowed brightly as a burst of energy shot downward. It hit the ground in front of the heroes, and it quickly began to form a great wall which prevented them from proceeding further. He turned to regard the League.

"Leave this place," he said. "Your presence is a hindrance."

Nuke's eyes widened before narrowing angrily, "Wait a minute! Who the hell is this guy to-"

Vengeance quickly shut him up with a skeletal hand around the muzzle of the villain's automatic shotgun, lowering it. "While I'm loathe to admit it, he's right," he said. "Our leader is down, we're outnumbered and standing in the arena of a fight that could level this entire city. We're leaving, now."

"Don't gotta tell me twice!!" Sin chimed in, hurrying back toward the open portal Spot had left for them. Whirlwind got back to his feet and similarly retreated along with the rest of the League. Nuke sighed and was the last to follow.

"Where do you think you're going??" Stark called down, aiming and firing a blast from his Sonic Cannon at the retreating villains. "We're gonna have words about you kidnapping my student!!"

The attack hit the ground just behind the escaping League, quickening their pace as they scrambled into the portal. It quickly shut behind them, leaving only Iron Man and the Mandarin as the sole combatants.

The hero looked at his gauntlet. "Losing power, my aim's a bit off..." He glanced back up at his opponent, "So Mandy, now that it's just the two of us, I wanted to ask you something."

"What is it?" Mandarin asked.

"Why'd you throw in with the League?" Tony asked. "With the kind of power you've got, isn't something like this a bit beneath you?"

The villain's eyes narrowed, "Means to an end... A glorious end for the both of us."

Tony's visor opened, taking advantage of the brief reprieve to catch his breath and look his opponent in the eye. "I'm not following," he said.

"You are not the only one fated to die, Stark," Mandarin continued, glancing at the palms of his hands. "The power of the 10 Rings has prolonged my life, granted me unimaginable power. But even my body has its limitations."

Mandarin glanced up to his nemesis, a dark look in his eyes. "But I shall not allow you to die in such a way. If you are truly not long for this world, then your ending shall come by my own hands!!! I will prove myself superior once and for all!!!"

He clenched his fists, as the rings began to glow and the lining of his suit corresponded in sync.

The stunned Tony Stark gazed at the determined expression on Mandarin's face. This explained why he took the risk of wearing all 10 of the Rings; if he was dying anyway, then he had nothing to lose. And pride would not simply allow him to let his nemesis to die in a way that he wasn't directly involved with.

This was no longer just a battle between two old enemies, it was a fight to the death. A test to see whose dimming power would outlast the other's. The hero clenched his metal gauntlet as the Arc Reactor in his chest glowed brightly in anticipation.

"Alright then, Round Two it is..." Iron Man said, the visor covering his face once more.

.

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Barber's Chair

• Sorry for long wait on this one, I had a lot happening in my life and brainstorming for the chapter had to unfortunately take a back seat to real world problems. Hopefully, the next chapter will be released sooner.

• The title references not one, but two moments where characters are forced to place their trust in someone despite the direness of the circumstances.

• Peter's exposed to some of the darker aspects of the superhero life during the rescue effort. As a member of my local fire department, coming across something like what he found can be very traumatizing.

• Doc Ock's look in this chapter based off his early/mid '90's design where he appeared more gangster than mad scientist.

• Flash may be an angry guy, but he's not stupid. Being a quarterback, he knows all about strategy. And he gets to finally show us what he's capable of when he uses his head.

• Updated chapter on 1/18/24. I wanted to give the chapter a better ending, since what I had planned for the start of the next one seemed to flow better as a bit of heightened stakes set up before the battle continued.

• We finally have an answer as to why Mandarin showed up seemingly at random. He may not be the Big Bad of the series, but Mandarin's still a powerful villain with a big role in Iron Man's mythos. If the hero's on his last legs, then he wants to be the one to sweep them out from under him. Is it petty? Absolutely. But definitely in character with what the comic version would do. So it's not inconceivable that someone in the League (Ock) would reach out to give him that chance.