Spider-Man- Final Calling

The end is nigh......

Spider-Man: Final Calling is a 2026 action adventure, drama, mystery superhero flick, which is a crossover between Marvel and Stephen Kings "Carrie" and is the final Spider-Man related sequel to Carrie & Kurt 2 and Spider-Man: State Of Emergency. With the "Carrie"/Marvel crossover near the end of the line, the studios were determined to give each film a blast for fans remember. The first of many of those sendoff films that came along was, of course, this one. This film is directed once again by Jon Watts, produced by Marvel Studios and distributed by Sony Pictures and Columbia Pictures. 

The cast will feature Tom Holland as the main character once again along with Odeya Rush, Robert Downey Jr., Paul Rudd, Ryan Reynolds, Sean Faris, Michael Sheen, Felicity Jones, Hayden Christensen, Logan Lerman, Taylor Kitsch, Anna Paquin, Ruby Rose, Marisa Tomei, J.K Simmons, Katie Holmes, Michael Douglas, etc. 


After the aftermath of Kingpin, the fall of the Task Force and the death of Spider-Carnage, our friendly neighborhood Spider-Man (Tom Holland) and his girlfriend Rachel Lang (Odeya Rush) have seemingly retired from the "Great power comes great responsiblity" concept as the two have left New York all together and have remained in hiding. Unfortunately, Harry Osborn (Sean Faris) is anxiously waiting for his return to avenge his fathers death and along with a volunteering Barton Hamilton (Michael Sheen), the Goblin pack had arrived. But to make matters even worse, a vengeful, craving Mysterio (Hayden Christense) has made his return present and has peeked the attention of both Iron Man (Robert Downey Jr.) and the Ant-Man (Paul Rudd). Tony makes it clear that New York needs Spidey back in action, but when the baddies come at him through what's important to him, Peter decides that if he's gonna do this one last time, he better make it count.

Main Cast

  • Tom Holland as Peter Parker/Spider-Man
  • Odeya Rush as Rachel Lang
  • Robert Downey Jr. as Tony Stark/Iron Man
  • Ryan Reynolds as Wade Wilson/Deadpool
  • Paul Rudd as Scott Lang/Ant-Man
  • AnnaSophia Robb as Felicia Hardy/Black Cat
  • Sean Faris as Harry Osborn/HobGoblin
  • Hayden Christensen as Mysterio
  • Logan Lerman as Jesse Ryan/Spider-Carnage
  • Michael Sheen as Barton Hamilton/Green Goblin
  • Anna Paquin as Rogue
  • Taylor Kitsch as Gambit
  • Micheal Douglas as Dr. Hank Pym
  • Marisa Tomei as Aunt May
  • Ruby Rose as DeWolfe
  • J.K Simmons as J. Jonah Jameson
  • Katie Holmes as Betty
  • Bobby Cannavile as Paxton
  • Abby Ryder Fortson as Cassie Lang


We start off with our general presentation and as soon as the Marvel Studios logo fades, we cut to a voice over by none other then our former friendly neighborhood hero.....

Peter (Tom Holland) (voice over): No more......That's the same thought that has plagued my head and corrupted any thoughts I had of going back. I just can't. The last thing I was expecting was for the people or Rachel, for that matter turn against me for even the slightest moment. But then again, one error is all it takes for the world to turn a blind eye. I've read between the lines before, and I don't need to do so again to remind myself that I'm done.

It then cuts over late at night at T'Challas island in which everyone (Bucky, Desjardin, Erika, George, Steve and T'Challa himself) were asleep except for Peter. His eyes were wide open and with so much on his mind, he couldn't block out anything. It got to the point where he almost hallucinated.

Peter: *breathing heavily*

As Peter rolls out of the bed (if there's one on T'Challas island), not disturbing Rachel, he takes his time and stretches as he walks out and looks out the window, as the mere image of the tropical rainforest reflected back to him.

At that point, Uncle Bens famous quote booms into his head.

Uncle Ben: With great power.....comes great responsibility.....

Peter just looks deeper out of the window as he reflects back in what he's lost or how much he's lost and to him, it all felt like it was yesterday. His sorrow turned into irritation and he then banged his fist in the window.

Rachel (Odeya Rush): Pete?

The voice startled him, for he wasn't expecting that.

Peter: Ohh.....Hey, Rach.....I just....can't shake it out of my head. Everything just keeps piling up and haunting me. I just want it to stop.

Rachel: We both do.

She then walks up behind him and then holds him.

Rachel: You just can't let these emotions get the better of you. I mean, look at how I turned out.

Peter: *sighs*....Back then.....there was no choice of my own. But......I loved that. Being Spider-Man....back in New York.....I thought I was living up to a promise. The type that let me understand what it meant to be a true hero. But I had no idea it would nearly cost me so much in the end......

Rachel: And it was my fault.

Peter: What?

Rachel: I--I always let that scank Felicia get to me.....because I'm just so high-tempered. Thinking she was gonna steal you from me. But I mainly doubted your feelings for me. I never meant to doubt you, ok? I should've known better and.....I just wish I could be the person you that you deserve.

She was just about to turn around, but Peter looked at her in silence before pulling her hair around and staring at her again.

Peter: You are more then what I deserve in life. You're my everything and my only one, Rachel.

Rachel, at that point, grasps his hands and then kisses him softly.....and then it gets all hands on as Peter lifts Rachel onto the bed and then stands on it above her

Rachel: *Giggles* Pete! Peter, you're going to break the frame.

Peter: Mm hmm.

He dropped onto her as they continued making out with her and just as it starts to get more interesting, the camera rotates to underneath the bed where.....

......Venom's symbiote slowly moved around.

We then cut over to New York at the Ravencroft institute where Harry Osborn (Sean Faris) was seen looking out the window as he flashed back to his father's death. He couldn't stop gripping his fists and banging them against the walls beside him as the very thing he wanted was still out there.....

Harry: I know you're out there, Peter. I will find you. And you will pay for murdering my father. Even if I have to search the whole damn planet, I will never rest 'till I run you down like a dog, you damn coward.

The screen eventually cuts to florescent of two separate colors as they form......

(Title sequence)

Hey yeah! I want to shoot baby.....

Shoot shoot me shoot me shoot me baby

We cut to the next day where we see the one and only Deadpool (Ryan Renyolds), sitting on the edge of a roof, shaking his legs and drawing coloring picture of himself and Spider-Man and listing to "Shoot" again.

You're packed and you're stacked, specially in the back. Brother wanna thank your mother for a butt like that. Can I get some fries with the shake-shake booty? If looks could kill you would be an uzi, You're a shotgun - BANG!

Eventually, he looks at the screen and.....initiates 4th wall breaking.

Deadpool: OH! Oh, hello again. I KNOW, right?. You all hadn't seen me since X-C 3: Divide & Conquer. You know.....the one where that uh....what's her face with the telekinesis and the X-chumps had their OWN civil war? Ahh, what the s**t? Anyways....the reason I'm here, is to make this crossover chapter a little more entertaining and less winy than the others were. I mean, it's not like they WERE sh-t anyways. But.....*yawns*....what the dealio? I've got a certain bug to quarantine.....What? No, not Maguire or Garfield (lol)......and....Oooooh.......

He looked down at the near side and he saw a certain somebody (Guess who) going into an alleyway and realized that he was carrying something in a bookbag. For some reason, he thought it was something he stole.

Deadpool: Not on my watch, motherf**ker.

He stands up and takes one foot of the roof and tries going for a superhero landing, but he miscalculated his trajectory and hits his leg and falls through the outside of a grocery store in hilarious fashion, while startling Stan Lee.

Stan: What the--?

Deadpool: Fargo! Son of a--I'm good. I'm --barely f**king functional, but I'm good.

At that point, he gets confronted by him.

Stan: Whoa, nice suit.

Deadpool: ZIP IT, Stan Lee! (Lol)

He shrugged himself off and ran to the alleyway to catch the guy who he thought had stolen something, but by the time he got there, there was no one in the alleyway.

Deadpool: What the--ARGH! Come on, now. Come on, you got this. *turns to the screen again* Did you see where he went?......Never mind.

As he kept scouring around, he heard a "Wrrr" sound behind him and Deadpool turns around immediately. But he saw nothing.

Deadpool: Ok....Oh....kay......NOT FUNNY!

(Kinda is)

He continues to scour around as it then cuts down to the ground as we look at the shrunken down version of Ant-Man (Paul Rudd).

Ant-Man: Nothing, Hank. Just a rotten tomato getting in the way. Now, what do I need again?

Deadpool: *clears his throat*

Any-Man suddenly looks back up at Wilson and just stares at him.

Ant-Man: Really?

Deadpool: Only thing you need, Wayne Selenski (Lol, making fun of his shrinking), is to mind your P's and Q's. Now if you'll pardon me, I got a reputation to run.

Ant-Man: Quite unfortunate of you. *reverts to normal size* I heard your reputation involves killing mad scientists. And how do you live with yourself?

Deadpool: Ha! You're asking me that? How do you live with yourself after harboring a fugitive?....*turns to the screen AGAIN*.....I'll leave that up to you. LATER!

He ran and jumped over him, climbing on top of a bus that just passed by as he laid.....

Ant-Man: What. An. Idiot.


Meanwhile, it cuts back to Ravencroft as Harry was sitting in the office of Dr. Bart Hamilton (Micheal Sheen) telling his story......

Harry: My father.....was murdered by Spider-Man here at this very hospital. All father was under the mantle of the Green Goblin. And my friend Peter Parker turns out to be Spider-Man all along! He played me from the beginning. And that creepy girlfriend of his carries the wrath of Gods power. I became the Hobgoblin to avenge my father....till they put me in here.....I have yet to find out why he would do that to me.

Hamilton: Hmm....tell me more of your father's.....Green Goblin alter ego.

Harry: You've read Jekyll and Hyde?

Hamilton: I have.

Harry: Take that and multiply it a couple more times. THAT'S how he was like under that mask. Intelligent, maniacal, brilliant, determined, all of his traits just highlighted into something more.....unorthodox.

As Harry sits up on the chair and rubs his face, he once again replays the image of him umasking Peter in his head. And it became clear he was obsessed with it. He could never stop thinking about what it would be like to finally get his hands on Peter.

Hamilton: Not to be hands on that matter, but would you mind.....

Harry: You know my gears in storement here, right?

Hamilton: Then get it. Back.

Harry: Wh-what?

Hamilton: You heard me. You can get it back....with a little access, of course.

He then holds up a solidified access card in his hand and Harry got curious, rather fast.

Harry: Hold up, Doc....where you going with this?

Hamilton: Ah, and I are so much alike. I, too, have had a deep hatred for Spider-Man for as long as I can remember. For years, I been wanting to get back at him myself. But since you came to me with his identity, that made our jobs ten times easier. We can finally get at him.

Harry: Well....even if you could help me out of here, I don't even know where he is. He freaking disappeared!

Hamilton: Well....tell me then....does young Parker have any remaining family here?

Harry: Just his aunt in Queens.

Hamilton: Mm hmm.....

Eventually, the two of them process what they were both thinking about and that's when they both smirked

And later that night, a guard was reading a magazine, sitting outside the storement till.....

He was muffled from behind by Hamilton as he suffocated and died.

Harry: You'll lose your job for this.

Hamilton: Hated it anyway.

Hamilton then slid his card in the slot as the doors for the storement opens up. They then came across The Hobgobling's old gear along with....Norman Osborn's old Green Goblin gear.

Both of them were cleaned off and due for examination at a later time.....which unfortunately wasn't gonna happen.

Hamilton: Magnificent.

Harry: Surprised they haven't thrown this out yet. But, oh's their loss.

Hamilton: Never was.

They both smirked at each other and then it cuts to 30 minutes later as the guard watching the front desk (if there is one at Ravencroft) was close to passing out or close to, until.....

Guard #2: Hey.

Guard #1: Hmm?

Guard #2: You can count sheep at home

Guard #1: Why? I get paid to count 'em here


As the second guard groaned and went to get his jacket, he saw a Pumpkin Bomb thrown onto the floor.

Guard #2: Holy s-

Before he could finish, the bomb exploded up in his face, killing him instantly and caused the other guards to raise the alarm.

Guard #1: All personal, we have breach! I repeat, we have been compromised. All personal to-

Again, before he could finish, a few Razor bats came at him and the next thing you know, he was stuck to the wall. As he tries to move, he sees a figure moving out from the smoke. And guess who it was......

HobGoblin: Ain't nobody keeping me down.....Here's HobGobby......

Green Goblin (Bart Hamilton): And Green Gobby!

Both Goblins laughed manically as they threw more pumpkin bombs and razor bats at the guard and the walls, eventually crippling the structure of the whole place.

Green Goblin: Blow it.

At his command, Hobgoblin planted a bomb rigged and set at ten minutes to blow and the two make their escape on their gliders.

Green Goblin: Out comes the Spider.....

A mere ten minutes later, Ravencroft was BLOWN off the face of the earth......and the news spread like Wildfire.

As a matter of fact, at Stark Towers, it didn't take long for Tony Stark (Robert Downey Jr.) to see the events on the news himself.

Reporter on T.V: I'm standing here live where just moments ago, the Ravencroft Institute had been blown by the former CEO of Oscorp, now patient Harry Osborn also known as the Hobgoblin who was seen with the criminal known as the Green Goblin, who disappeared nearly five years ago. Police and firefighters managed to evacuate any remaining survivors closed in the rubble. However, one staff member, a doctor: Bart Hamilton was reported missing.

Tony: Mute.

The T.V mutes.

Tony: Friday?

Friday: Yes, sir.

Tony: I need you to prep flight plans for T'Challas island.

Friday: What for, sir?

Tony: Business at hand.....I'm bringing Peter home.....but it's wise if I grab a few extra hands.

Friday: Extra hands?

Tony: It's a little something called priorities, ok? This is technically his responsibility at the moment, and....he's slacking off. Now I don't know what the hells up with him, but.....he.....

Tony sighs and looks out the window and as it zooms out and back into the city, it cuts to what once was Scott Lang's house.

Scott ends up rolling up outside of the house, cause it was one of his days of visitation and he brought someone else with him.

Pym (Michael Douglas): Ok....could you--why am I here again?

Scott: Uhh....because you agreed to it? You did mention you wanted to see my daughter, right? I do remember you saying that.

Pym: Yes, I recall that. But I didn't mean at that very moment.

Scott: Then why you'd come along? what's stopping you? Come on....

Pym: Oh god.....I'm an old man, Lang. At least during my remaining years, take my recall for retirement.

Scott nodded and walked around him to the other door and let him out, so they can see his daughter.

So he walked him in through the front (they had just got out the car) and as soon as Scott opened the door.....

Cassie: DADDY!

Scott: Hey, my little princess! Come here!

He picked her up and swung her around and hugged her as Pym couldn't help but to chuckle and smile.

Paxton: Lang?

Scott looks up over at Paxton (Bobby Cannavale) with his arms crossed, and also smiling.

Paxton: I almost forgot today was your visitation day. Thought I was gonna have to arrange another arrest.

Scott: Still quite the asshole, man. Told you I'm done with that life.

Paxton: Yeah, I might need to talk to you about that....

Scott: I'll get to you in a few. *to Cassie* Where's Mommy?

Cassie: She went out.

Scott: Ahhh.....crap. No worry. Look, Cassie, there's someone I'd like you to meet.

Pym: And that would be me.

Pym eventually came in through the doorway and made his presence known. Paxton seemed to recognize him a little bit, but Cassie was confused. VERY confused.

Cassie: Who is he?

Scott: He's just a friend.

Paxton: I don't happen to know you from anywhere, don't I?

Pym: Depends if you were either a student or former lab partner

Awkwardness filled the room up as they made eye to eye contact.

We then cut to the next day as the Black Bird was flying above the ocean floor where Gambit (Taylor Kitsch) and Rouge (Anne Paquin) were flying Stark to the island.

Ironic thing is Stark was actually in the copilots seat.

Stark: Of all the people I turn to, Xavier had to send you two on this.

Gambit: We were the only ones available.

Rouge: Yeah, most of the others are on another mission. Logan. Kayla and Laura are away for the summer. Kurt and Carrie are on their honeymoon, and the Professor is looking into a classified quarantine.

Tony: Buy why do I get stuck with you guys?

Gambit: Cause fairs fair, tin-man. Love the suit by the way.

Tony: Thanks.

Rouge: So what's so important that Pete gets back on his feet? He just wants time off.

Tony: "Time off." That's what Pepper said. For your information, Pete has a big role in the Avengers to play and.....let's just say when that.....Thanos guy that Loki mentioned is still coming, so he's just become important to NOT let go.

Gambit: You never let him, though. I mean isn't he like your Robin to your Batman story? (Lol)

Tony: Never heard of them.

(Really, Tony?)

Rogue and Gambit just look at each other and chuckle mildly as Tony whistles softly.

Rogue: What?

Tony: Not a bad place. Fancy accessories, nice equipment.....wonder who even has the money to afford this place?

Rogue: I don't think that question is necessary.

Tony: Guess we can agree on something.

Rogue: Hello, we just met.

Tony: we're polar opposites......Peters probably up on the top floor. And if I'm not mistaken, Bloody Mary's sister is keeping him occupied.

Gambit: Bloody Mary?

Tony: Carrie.

Rogue: Jesus. You should know better.

Tony: Can't help myself about....well, 99.9% of the time. Anyways, I need to see if we can find either one of them and.....umm.....make sure I don't run into HIM.

(Jesus, drop it already, Tony)

The radar then starts beeping.

Gambit: We got something approaching. Calculating now.

Tony: It better be the island.

Rouge: I don't think so. We're coming into a fog.

Tony: What are they on, Skull Island?

Gambit: We won't be able to see through this fog. We could just crash.

Rouge: If only Storm was here.

Tony: I got an idea.

He digs into his pocket and puts on.....sunglasses???

(How's that gonna help?!)

Tony: Friday, give me a visual here.

Eventually, the sun glasses get into focus as they show him a virtual vision of where they're showed the island up ahead.

Tony: Keep going straight. I'll let you know when to land.

Rouge: How do you know?

Tony taps on his sunglasses and Gambit couldn't help, but to smirk

Gambit: I got to get me one of those.

Then the Black Bird approached the Black Panthers island.

Tony: Jackpot.

Rogue and Gambit once again smile at each other as they eventually make it onto the island. It opened up a hatch from above, and it let the Black Bird inside. The main three unlatches and stepped out as they made their way upstairs.

Gambit: Ok.....

Tony: Yeah.....we're gonna get lost up here.

Steve: Not really.

The three turn around to their left to see Steve Rogers (Chris Evans) approaching them.

Tony: Steve.

Steve: I know you're a very busy man, Tony. So, I'm gonna suggest going into the bedroom upstairs. He's in there.

Tony: Which bedroom? Last I heard there was.....

Steve: First one on the left.

Tony: *sighs* Thank you......

He immediately just walked off scratching his head as Steve turned to the couple.

Steve: X-Men?

They both nodded "Yes".

Steve: Mind if I show you around?

As that happens, Tony trudged his way upstairs and somehow finds both Peter and Rachel still in bed. He couldn't help but to suck his teeth and give off a mild chuckle. He went trough his phone (portable device) (Can't tell what phone he has), put up his playlist and.....

Tony: Volume.

The volume on his phone cranked up at high sounds playing AC/DC's "Shoot To Thrill", and that sound woke BOTH Peter and Rachel up.

And boy, were they tired.

Peter: What? Fire? Where's the--

He looks over and sees Tony just waving at him.

Peter: Really, Mr. Stark? Can you turn it down a little?

Tony: Sorry, I can't hear you!

Rachel: SHUT IT OFF!

Tony: Alright, alright. You got me. Mute.

His phone (or device) mutes.

Rachel: about making an entrance.

Peter: He's always known for being dramatic either way......*to Tony*......but why are you here?

Tony: Come with me. Both of you.

They looked at each other in worry but then.....they followed him out of the room as they saw him staring out he window into the rainforest below.

Peter: There something wrong, Mr. Stark?

Tony: Yeah......about that. But first off:....what'd you doing out here and not in New York? Does your aunt know you're here?

Peter: Well....she's knows I had to get away for awhile. But not really.....she thinks I'm on a summer tour.

Tony: Uh huh. Nice cover story. That's not what she told me when I got off the phone with her.

Peter: Argh....alright, ok. She found out I was Spider-Man. And she freaked like I told you she would. Rachel's ex boyfriend with that ubber symbiote exposed me. Rachel and I had a fight cause Felicia nearly broke us up. And.....

Tony: And you quit the whole "Great Power comes Great Responsibility" thing because of it?

Peter: It was the absolute LAST thing I wanted, Mr. Stark. But it was too much. Being Spider-Man almost cost me everything I had and if I hadn't left, I would've put more people I cared about in peril. I HAD to put that behind me.

Tony: Well, I hate to burst your bubble Petey, but no one else has put Spider-Man behind as much as you did. Cause your pal Harry broke out of Ravencroft along with the Green Goblin and they blew to limbo and anonymity.

(Meaning it's gone)

Rachel: What?!

Peter: Whoa whoa whoa whoa. Hold on. Flag on the play (another way of saying time). I know I must be hearing things. ANOTHER Green Goblin busted my best friend out of Ravencroft?

Tony: News doesn't lie. Well, actually it does sometimes.....

Peter: Story of my life.

Rachel: But this is asinine! Why do WE have to deal with this again?

Tony: Because this is something that most everyday heroes do. And I'm not talking about you or your sister, Rachel. I mean the ones who dedicate their time to take time out from their schedule in exchange for giving the people the life they deserve.....something that you used to do with no remorse.

Peter: Because it's like you said, you didn't want me to be like you. You wanted me to be better then what I was. And I DID.

Rachel: WE DID want to be better.

Tony: And you still can. Which is why you two need to come back.

Rachel: Tony, the last thing i want is to see anyone else I care about bite the dust again. It's not happening.

Peter: As much as I love being Spider-Man, he's done. "Great power comes great responsibility....." I'm sorry, but I'm done with that. He's no more.....

Safe to say, this decision did not fit Tony at all because it confused him. He knew this wasn't Peter at all. But he knew New York still needed him.

Tony just sighs heavily and turns towards the window, thinking about what to say next. But then it clicked.

Tony: would throw that away and jeopardize your entry into our team?

Peter: I said....wait. What?

Tony: I talked to Fury over the situation regarding the number of crimes you and Rachel stopped since she moved in with you. And safe to say, he's very impressed.

Peter: What do you mean by that?

Rachel: I think he means to're an Avenger now.

Peters eyes bulge up and his mouth dropped as he could NOT BELIEVE what just happened. But in that same moment, a voice came over them.

Gambit: Hey, metal man.

Tony: Hmm?

Gambit: Gotta see this. It's not good.

Tony sighs softly as he went over to Gambit while Peter and Rachel talked on their own.

Peter: Listen, Rachel. I won't go on this if you don't want to me to. I mean, I stand by what I said.

Rachel: Well, I don't know.....anymore. I usually would flat out say SOMETHING against this, cause I do want things to be different for once....But this time, I want you to do what you decide. I mean, being an Avenger is what you wanted all your life.

Peter: Yeah.....but I found something better.

He takes her hands as Rachel smiled at him. Then Tony came back into the room.

Tony: said "Spider-Man was no more". More then once, actually. On the scale of 1 to 10, how much did you mean that?

Peter: I mean.....he's not ever coming back. I'm never putting on that suit again. I'm sorry, but....I can't be an Avenger.

Tony: Well.....better hold on to your tuchas cause here's why that's an issue: Your Aunt was just kidnapped.

Rachel gasped as she quickly turns to Peter whose mouth was dropped wide open.

Tony: Uhh....Peter?

Rachel: Petey?

Peter eventually started shaking with his fists quickly balled up.

Peter: Is it Harry?

Tony: You know me well. Yes, it's Harry.

Eventually, Peter lets go of Rachel's hand and face closed Stark, for some reason. It didn't take long for Tony to realize that Peters irritation evolved into anger and then his anger turned into BURNING RAGE.

Peter: Where are they?

Tony: Construction site.

At that point, as much as it annoyed Peter now, there's no denying he HAD to rescue her.

He immediately left the room and stormed off. But then he came back a minute later with a suitcase and slammed it down.

Peter: I'm gonna need another suit.....eventually. But for right now, I got this.....

He tosses down his torn up red and blue onto the floor and brings out the black symbiote one.

We cut back to New York where soon that bus from earlier stops and Deadpool jumps down and walks to his apartment.

And he once again talks towards the audience.

Deadpool: You're probably thinking...."Is Deadpool really in this cause of the bromance thing he had with Spider-Man in the comics?" Well...technically, yes. But he's also here just to insure this chapter doesn't close to another tragedy of fallen heroes. See, I shouldn't be all WatchMojo "Spoiler Alert" and all, but I'm actually being paid to keep an importance from going in flames. I can't give it away just yet......but when you always end up with the WRONG GUY INSULTING YOU ON YOUR REPUTATION.....there's no need to fret that something goes from bad to a total s**t storm. Cause that's where......

Familiar voice: Who the the hell you talking to?

The voice stops him dead in his tracks and as he looks up, he sees Black Cat (Felicity Jones), sitting on the far edge of his apartment. He keeps his eyes glued on her as he moves to an alleyway and the two just stare at each other.

He looked up at her and he blew a few wolf whistles.


Deadpool: What's up with you?

Black Cat: If you were worth my time, I'd ask you the same question.

Deadpool: *to the audience* She's good.

He then turns back to her and sees her gone.

Deadpool: Seriously?

But then, out of nowhere, he gets kicked in the balls (Ow) and then gets tossed over to the side wall. Upon that out of nowhere cheap shot, he wasn't going to take that lightly.

Black Cat: Whoops. Did that hurt?

Deadpool: Argh. Not one....*cracks his back*.....bit. But.....uh......on your right!

He suddenly throws his sword on his right and Cat dodges it before running up and hitting him. But pretty soon, Deadpool started dodging as well and it became a very even fight scene.

Pretty soon, Cat flips him on his backside and swings behind as she traps him in a sleeper hold. But Deadpool runs up to the wall and slams her down on the concrete. As she groans, he breathed heavily and pushes her to the wall and says.....

Deadpool: Alright, where's my eviction notice? I thought I had it somewh--Maybe the back of my--Oh yeah.....

He then pulls out his gun and places it on her forehead. But she just chuckled manically.

Deadpool: The F*CK is so funny?!

Black Cat: You wouldn't DARE by sane enough to shoot a good little girl, right?

Deadpool: Ugh.....*face closes her*......Ok....

He then throws his gun down.

Deadpool: So.....You wouldn't happen to know a old....."buddy" of ours, would you?

Black Cat: The Spider?

Deadpool: Of course.

Black Cat: Hmm....come to think of it, I was looking for him too.....just so he could show a girl a good time. But with that tomato you're wearing, I almost thought you were him for a sec.

Deadpool: Hey, you think I'm a tomato just because I wear red spandex? You should see Logan. He's like a rotten banana shoved up in Main Street.

Black Cat: I heard. Look....we clearly aren't associated with each other, but if we're gonna find the Spider, our best bet is by teaming up.

Deadpool: T--Team---Teaming up??

Black Cat: Don't get any bright ideas. But, what'd you say?

Deadpool: I say.... *To the audience* Que the music.

  • Dead-Dead-Deadpool! Deadpool!*

Familiar voice: People of New York....the invasion of my vengeance has begun.

Record scratches.....

Deadpool fell flat on his kester (ass) and then popped his head up.

Deadpool: What the sh*?! Who said that?

Black Cat: *Points* Him.

Deadpool looked up and on video screens, as well as the TVs all over town, the one and only Mysterio (Hayden Christensen) appeared on every virtual type of screen there was and people looked on in complete and utter fear.

Mysterio: Very soon, this city will face the utter depth of terror and none before. As my forces will have begun their first wave of invasion. Unless your masked hero Spider-Man shows his cowardly masked face the world escape......Spider-Man....If you're out there, somewhere, come out now or your forsaken city will pay the price for your cowardice. New York. This. IS YOUR ONLY WARNING.

Eventually, the feed cuts off and everyone just exclaim in confusion and fear. And as for Deadpool......

Deadpool: Oh....kay......

Black Cat: We'd better go now.

Deadpool: Who said it was up to you?

As all of that was going down, Scott, Pym, Paxton and even Cassie just happened to catch that specific event happening cause Mysterios broadcast appeared on the T.V's as well.

Paxton: The Hell?

Both (Scott, Pym): Not good.

Cassie and Paxton looked over at him.

Paxton: Pardon me?

Pym: We have to go. Scott, come on.

Scott: Just one minute.

He looks over to Cassie and takes a knee.

Scott: Listen, Cassie. It was great seeing you again, but I got take care of something. I'm gonna have you at your Mom's 'till I get back.

Cassie: I know. You're gonna go save the world. When I grow up, I'm gonna save the world too.

Scott: *Chuckles* We'll talk about it one day. For now, let's get you home.

Cassie hugged her dad tightly just before they left as we cut back to the Black Bird. Peter, Rachel, Tony, Rouge and Remy were flying back to the city for they, too, saw the broadcast of Mysterio's threat on their screen fee.

Peter: Beck.

Rachel: I thought we took care of that guy.

Tony: If you're enemy's are too stubborn to give up, they're never taken care of.

Peter: So now, I have to save my aunt from a duo of Goblins. And save the city from Mysterio's 2nd invasion. All in a days work.

Rachel: WE'RE going to stop it, Pete. In case you forgot, my powers are more advanced than yours.

Peter: I haven't forgotten. But....

Before the words could even get out, the alarm beeped and ranged loud.

Rogue: The hell?

Gambit: I'm picking up two unidentified objects, approaching us fast.

Peter: Yeah, my senses are picking it up.

Tony was like the only one who wasn't phased as he calmly puts on the sunglasses and smirks.

Tony: Friday. Visual.

His virtual vision picked up two life forms flying at them and they were none other than....

The Green Goblin and the Hobgoblin

As soon as he saw the visuals, Tony had to fasten himself.

Tony: Seatbeats.

Rogue; What?

Tony: You heard me. Buckle up!

Peter: Oh boy.....

They all buckled on to their seatbelt as Tony floored the accelerator and the Bird went full speed ahead.

But the Goblins were ONE STEP ahead. The new Green Goblin blasted at the back of the Bird with missiles, shattering the rear door of the Black Bird and causing a air-like vacuum.

Rogue: Holy s--

Gambit: ARGH!

Each member inside the Bird, including Tony had to find their own way at keeping their balance, so that way they wouldn't fall out.

Rachel: Argh! Hold on to something!


At that same moment, however, Peters Spider-Sense kicked in again as he noticed both Goblins throwing Razor Bats at him and he, unfortunately, had to let go of his grip and dodge them all.

But as soon as he did, he got sucked by the air outside and he got caught by Harry.

Rachel: PETER!

Upon getting what he was looking for, Harry immediately flew down to safer ground and brought him to the construction site. He flew past the inside and dropped him onto the floor that Aunt May (Marisa Tomei) was held hostage on.

As Peter looks up and realizes where he is, he hears.....

Aunt May: Peter?

Peter: Ugh....wha--Aunt May!

Hobgoblin: Nothing like a touching family reunion. eh Pete?

Peter: Harry, let her go. I'm the one you want!

Hobgoblin: That you are. I still fully, FULLY attend to kill you for what you did to my father. But first....we're gonna have a little fun.

The new Green Goblin flew down and hopped off his glider, laughing maniacally and Pete just couldn't help but to feel like he's just seen a ghost. Since the last time he faced the Green Goblin, Norman Osborn was behind the who was it now?

Peter: Who....are you?

Green Goblin: Nah....not yet, Web Slinger. You'll know the truth at your last moments on this Earth.

Aunt May: Pete....they know?

Peter: They do. Harry believes I killed his father. But.....

Hobgoblin suddenly grabs Peter rather forcefully and pulls him up to his face

Hobgoblin: In that fact. You DID!

Suddenly, the duo heard claps and they all looked up

Deadpool: Nice fire. But, as a matter of fact, hot sauce on a taco can burn HOTTER.

Hobgoblin: Who the hell is this clown?

Deadpool: First off: I am NOT a clown sir. Second: Let's count them down.

Deadpool did a back flip shooting at the Goblins as bullet once again starts counting how many bullets he's fired. Both Goblins dodge them repeatedly, but then Pete was startled when Black Cat tripped Green Goblin off his glider and went over to him.

Peter: Felicia??

Black Cat: Shut it, Spider. It's time for a rescue.

Peter: Aren't you close on timing?

She removed Aunt May from being tied up and picked them both up, as she tried to make off with them. But Green Goblin quickly threw Razor bats at her from behind. At that point, Peter saw them coming at high speed.

Peter: Holy---INCOMING!

He quickly got both Cat and Aunt May out of the way.

Black Cat: God--what the hell?

Peter: Thank me later, ok?

As soon as he got up, he got punched by Green Goblin and even though it took a while for Peter to start defending himself, it quickly ended as Peter had to go low (I know), knees him in the face (helmet) (That hurts) and tosses him down.



He appears out of nowhere and crotchshots Goblin in the face and then spins around, stepping on his helmet. He then turns to all three of them.

Deadpool: Sup, Pete?

Peter: Wait, you're the pool guy?

Deadpool: Ha-ha! *to the audience* Could you believe it? YOUR friendly neighborhood is Mercs number one.....wait. No, maybe not. But still!

Aunt May: Who's he taking to?

Both (Peter, Cat): We never know......

Black Cat: Stay here, ok Spidey?

At that point, Goblin grabs Deadpool from behind and tosses himself down offer to the other side. But Deadpool shoots at him, yet it gets blocked.

He then clocks Felicia who was just about to attack him and then Harry throws TWO pumpkin bombs straight at Peter.

Peter: Hate these things.

Aunt May: Peter?

He gets up and knocks the first Pumpkin bomb away. As the second one approached, he jumps up and kicks the bomb right back at Harry.....

HobGoblin: Oh.

.....and it blows up in his face.

(Still didn't kill him though.)

Pete sighs heavily and turns over to the Green Goblin who had Deadpool by the throat and Felicia knocked out.

Peter: HEY! Gobby!

Deadpool: Im--PECCABLE timing, buddy?

Peter: Zip it, tomato.


Peter had to use his spider reflexes to jump up to the Green Goblin and kick him off the glider, which dropped Deadpool as he lands beside Black Cat

That's when the Goblin and Peter both recover as they make eye contact face to face.

Green Goblin: So hard to believe that a kid could do a man's job. But who would rather be impressed with your skills?

Peter: Ok....I'm clearly in the wrong house right now. Are you someone Harry hired to take his father's place as the Green Goblin?

Green Goblin: Better. I volunteered.

Peter: What??

Green Goblin: There's so much you took from me as Spider-Man. Well now, I'm about to do the same to you....Peter Parker.

Peter: I don't understand.

Green Goblin: That day when you and that cursed bird split that ship 3 years flesh and EVERYTHING was caught in that crossfire. So and everyone you love will pay the ultimate price!

Goblin strikes at him, but Peter blocks his punch and then pushes him back.

Peter: Not fighting you.

Goblin didn't take that lightly, so he strikes again. Yet, Peter block-check strikes him, capped his knees and threw him over across the floor. But, at that point, Harry has gotten back up and kneed Peter square across the face.

As soon as he picked him up by the collarbone (kinda embarrassing), Deadpool threw his sword at him, but he reflected it and threw it back at him, causing him to fall down the construction site building.

Thinking Wilson was dead, he turned back to Peter.

HobGoblin: It ends here.

Peter. had NO reason.....

HobGoblin: At this point, I didn't need a reason.....other then to make it easier to kill you, Pete.....

Peter: Ugh.....Damn it. to Aunt May Get out of here.

Aunt May: Peter....

Peter: GO!

HobGoblin: Not so wise.

He immediately punched Peter with such Force that Peter knocked into Aunt May and they both fell off the side of the construction site.

As both went plummeting into free fall, Peter quickly caught Aunt May and tried to catch the both of them with his webshooters (Surprised he only used them NOW). Unfortunately, once he got ahold of something, he couldn't get a footing for it.

Aunt May: *breathing heavily* Are we...are we gonna die?

Peter: Don't worry. This webbing is very strong.

All of a sudden, the web slowly detached and starts snapping.

Both: *screams*

Aunt May: You sure?!

Peter: I'm sure, Aunt May!

It snaps even further and it starts getting thinner and thinner with Peter barely holding with the grip of his two fingers.

Peter: We're not helpless, we're not helpless, we're not helpless......

Aunt May: Stop talking like that!

Once again, Peters grip gets worse as the webbing once again stretches and rips again.

Peter: Ok, I take it back. We are helpless! No!!!

Aunt May: PETER!

Finally, the webbing breaks completely, leaving Peter and Aunt May tumbling down, screaming hysterically.

Just when it seemed like the two would meet their demise, Iron Man caught the two of them just in time and immediately flew them up the roof of the construction site.

Aunt May: Oh my god......*sighs*

Iron Man: Didn't I teach you anything, kid?

Peter: On your left!

Peter immediately jumped over him as Iron Man looked over, seeing the Green Goblin flying at him. But Peter quickly knocked him off as Tony shot down his glider.

Peter: Pumpkin bombs!

Hobgoblin's bombs were then tossed at him out of nowhere, but Iron Man zapped 5 out of 6 them into bits as the final one heads towards Peter again. He quickly dodges both before bringing them back around as they blow up in Harrys face again, knocking him down.....again.

Peter: *breathing heavily*

Iron Man: We better take this at Stark towers.

Peter: No kidding.

Aunt May: My god....

Iron Man: Nice to see you too, May.

Eventually, Pete grabbed the knocked out Black Cat and as he placed her on his shoulder, Rachel came down and approached the out cold Hobgoblin as Peter watched from afar

Rachel: There's so much you don't understand, Harry. But you will now.

Rachel placed both of her hands on the temple of his forehead as she tapped in Harry's head, penetrating through The cerebrum and.....she shows Harry her memories of what really happened to his father.....

He bolted up and gasped, but he was still out cold.

Rachel: The choice is yours now, Harry.

Peter: Rach?

Rachel: Let's go.

The three all eventually left as the camera revolves over to the new Green Goblin's it suddenly balled up his fist and squinched.

As that happens, it cuts to Pyms basement where Scott was going over Mysterio's message addressed to Spider-Man. Apparently, it's now on the news and it was replaying everywhere. So he watched the rest of the footage again on his phone

Mysterio: ....Spider-Man. If you're out there, somewhere, come out now or your forsaken city will pay the price for your cowardice. New York. THIS. IS YOUR ONLY WARNING.

He turns off the news on his phone and rubs his head. He hears snoring from the top floor above, which gives him the impression that Pyms asleep.

Scott: I hope you're out there, Spidey.

He gets up and then gears up in his suit and also takes a few blue and red shrink and grow disks (blue grows and red shrinks) with him. But Scott leaves Pym a note, for him to look for him eventually and then he shrinks to find Spidey.

It then cuts to the Stark Tower (Avengers Headquarter 1) as Tony was pouring himself a glass of wine, not cause he wanted to, but because he was flustered and frustrated.

As a matter of fact, no one was talking at all.

That's when Rachel noticed Peter sitting beside the knocked out Felicia and saw him take her mask off. As much as it annoyed her that Peter couldn't stay away from her (even though it wasn't on his behalf), she still loved him. So she sat down beside him, trying to urge herself to ask the following question that she didn't want to ask.....until now.

Rachel: When?

Peter: When what?

Rachel: When exactly did you first run into her? I meant to ask you that a long time ago......but.....I NEED to know.

Peter: *sighs* Oh god.....seriously, I don't even know where to start.

Rachel: One step at a time.

It became clear this was a subject he didn't want to talk about......but it was here. He couldn't avoid it now.

Peter: So.....Felicia was the daughter of John Hardy who was also a jewel thief. The Hardy's wealth was built by crime. ALL OF IT. Believe it or not, Felicia was also a student at my school before she suddenly dropped out. She was studying art as I studied photography. We never said least till we met as our alter ego's.

Rachel: How'd you unmask each other?

Peter: That's a longer story. But to make it short, let's just say....some scratches and bruises gave each other away. Plus, she kinda gave it away early.

Rachel: How?

Peter: She used to have black hair, but I noticed her putting more and more silver streaks in her hair. And there was also this paw-print tattoo on her left shoulder.

Rachel: Hmm.....

The two then heard banging up stairs and it cuts to Deadpool standing by a bunch of Tony's prototypes......which he dropped.

Deadpool: Oops. My bad.

Tony: Careful, you idiot! These are delicate.

Deadpool: Ah, calm your s*t down. No harm done.

He reached down and grabbed one shocks him and he yelps.

Tony: There goes the burnt tomato.

Deadpool: Ahh! Holy mustered in the ass! I can't feel my fingers *Wiggles* Oh, there they are.

Rouge: Deadpool, quit fooling around and help us with this?

Deadpool: And tell me why we're loading some of this s**t in the Black Bird?

Gambit: That's just the stuff Xavier ordered from Stark.

Deadpool: And you'd think he'd order a pizza instead......

Tony: Ok. What kind of planet are you from, Mr.....

Deadpool: Pool. Dead. And I'm from Earth. But I do look like an alien under this suit. And you can thank an ASSHOLE! Named FRANCES for that!

Tony: Who's Frances?

(Tony, I don't think you want to ask him that)

Deadpool: Who. F*king. CARES?!

Gambit: Ok.....

Deadpool: You don't believe me.....really? Son of a....

At that point, frustrated, he tore his mask off his face and reveals himself.

Wilson: BOO.

Rogue just screamed and looked away as Gambit and Tony did the same.

Tony: Jesus.....might I suggest a plastic surgeon? Cause you looked a sun-dried up, squashed mango.

Wilson: Oh there you go again. Thank you, pawn of the oppressor. That's very.....subtle.

Tony: The Hell?

Gambit: Ok.....maybe we can deal with this stuff later. Maybe you need some R&R with a little......*spins his cards around*......Poker?

Wade just looked down at the cards and started messing around with them and he eventually took one and shoved one in one of his pockets.

Wilson: Fair game.

It cuts back to downstairs as Rach was still talking to Peter about Felicia (who was still unconscious, but not for long).

Rachel: I still find it hard to believe that this girl was all it took for us to leave and almost call it quits.

Peter: Same. But don't you have any respect for her?

Rachel: really expect me to have any after--

At that point, Peter just holds her hand and grips it tight.

Peter: Listen: for the longest time, I felt the same way towards the guy who killed Uncle Ben. But then that's when I was all me. All of it was MY fault. should know the thing with Felicia.....that was partly mine as well.

Rachel:, it wasn't.

Peter: Come on. I'm admitting to myself here. As much as I wanted to get my hands on him and beat him SENSELESS, there was no point in it. much as I've drowned in's not justified. There's no need for it.....Which means you gotta find someway to get on her good pages.

Rachel: Wha--but, I....I just--No. Peter, I'm not doing squat for this b**ch. I mean, after everything she's done to us, how do you expect me to.....

Felicia: Cats have good sense of hearing, you know.....

They looked over to see Felicia waking up with a mild it quickly dissolves and melts away.

Felicia: Listen, sister: I'm a b**ch. I know that. Everybody knows that. But why am I so damaged: Despite my riches, I'm really nothing special. My dad was always away and my mom was a royal pain in the ass. I never really had friends to begin with. I might've seemed popular in school but.....on the inside, I wasn't so noticeable, really. So....after a few crises, I developed a new talent and became what you know me as now. I know it wasn't the best way, really got into my head which build up my.....twisted obsession for you Spider. And when I learned about her.....well....I guess my obsession got worse.

Peter: Felicia....

Felicia: No. I know what I am, Peter. I'm not a hero. I'm a thief. Born a thief. Raised a thief. Will die a thief. I may be like that, but I'm NOT crazy. Up in here.....I'm still a good person. I mean....I know from time to time, we fought the same fights together but.....that was only for the thrill. I have to go nap.

Pete and Rachel didn't know what else to say, but surprisingly.....that's when Rachel spoke up......

Rachel: Felicia!

She stopped dead in her tracks and froze up from her voice. But she still turned around.

Rachel: We'll see you again......right?

Felicia: Maybe....before you know it.

Felicia then jumped out the window and Pete and Rachel quickly followed behind as they looked down to the ground to see where she went.....

......but she was gone......

That very next day, Peter decided that this was a good time for him get back in action in hopes to find the Goblins and Mystero again, but still unaware whether to come back as Spider-Man......

.....and was also unaware that the symbiote was still under his nose.

He arrived at the Daily Bugle after a few minutes as he looked around. Not much had changed since last time he came by here. Same old schedule, same old people......same ol' boss. None of it surprised him, so he went to Betty Brant (Katie Holmes) to get and get a conversation in.

Peter: Betty?

Betty: Hey, Peter. Welcome back.

Peter: Thanks.....I needed that. Not I'm sure if it's good to be back in the Big Apple. Surely took a lot out of me.....but, uh.....Is Mr. Jameson busy?

As soon as he said that, Old Fuzz-Head popped up out of his office.

Jameson (J.K Simmons): Miss Brant, where the hell's my.....Parker?!

Peter froze up on himself as soon as he saw Jameson's high pitched tension face stare across from him. All of a sudden, adrenaline started rushing through him and.....well, he got nervous.

Peter: Mr. Jameson....

Jameson: Come here, Peter. My office.

(Ok.....that's unusual)

Peter just looked over at Betty and quickly turned back around to head into J.J's office and he saw him looking out the window.

Peter: Umm....I know I've been AWOL for a few months. But the thing's difficult making my way around the big city. And even so, trying to make a living around's not me. I want you to understand I never wanted to leave this behind. I just needed to get away from New York.

Jameson: In other words.....Unauthorized permission? Unexcused absence? Taking advantage of me already, Parker?

Peter: Are you kid--First of all, did it look like I wanted to--

Jameson: Shut it, just shut it Parker. I'm sick of your excuses.


Jonah raised his eyebrows as everyone outside J.J's office turned over to Peter.

Peter: Forgive me for not being your crystal clear poster boy, but I have half a life to rewrite at the moment, ok?! My girlfriend and I just needed a break from the all this. I get it, I wasn't permitted to leave, but I'm fat fed up with everything at this moment, understand? I only came crawling back to see if you needed a photographer.....but since all you wanna do is scold me......

He then slams his camera square on his desk, which actually startled Jameson completely.

Peter:....I guess that's too jug to ask for......I'm sorry, J.J.......but I quit.

Jonah got more stunned of what Pete just said as he watched him just.....stormed out.

Robbie: *under his breath* Way to go, Pete.

Peter then bursts out front doors of the entrance where Wade, in a hoodie, stood leaning on the side wall

Wade: Rough day at the office, I see.

Peter : you....have to keep following me around?

Wade: No. But it's better than babysitting the X-Chumps. However, Tin-man wanted me to give you this.

He lazily tosses him a suitcase and Pete catches it with quick succession. As he opens it, he sees his re-made Spidey costume in it.

Peter: Wha.....

Wade: Look, kid. I f**king get it. I may be a s**ty blabber and I got one thing in common: we're both super geeks that never seem to get a break. I childhood was a real b**ch and growing up was....a s**tshow too. Like a spookablaooza of shipwrecks and all hell.....But the best way to be the best of who you are:......*Holds out his pinky holding tight of Peter's*..... You hold on tight!

Peter: Ahh!

Wade:.....And never let go. Don't make the same mistakes I made. Got it?

Peter: Y-yeah.

Wade: Good. Now....what's say you and I give this city a show to watch?

Peter: I'm not sure. I mean.....

Wade: Listen.....there are still some people that would give any type of s**t to see the friendly neighborhood Spider-guy.

Peter: Spider-Man.

Wade: What?

Peter: I-It's Spider-Man.

Wade: Isn't "Man" a little.....?

Peter: Yeah, but it's a one parter. Get it? "Spider....Man"? It's part of the--

Wade: Ah f**k it. Come on.


As soon as he finished that sentence, the camera starts to get shaky, as Wilson literally turns the camera over to him and says....

Wade: Yeah, you too, nards. Saddle up.

He then walks off with his hood on as Peter just shrugs to the camera (Lol) and just follows after him.

But they don't get far, as soon after a few steps, Peter starts to feel this nauseating feeling from the peat of his stomach. But he knew he wasn't on a full stomach cause he didn't eat anything. set off a lot of red flags.

Peter: Wha--*breathing heavily*.....Not now.....

Wilson: Hey. Heyyy. Yo yo you yo. Whatcha doing? Taking a s**t in he middle of public ain't gonna help your self esteem.

Peter: Who--s-said it was--m-me?

Soon after, his hands, legs and his entire body start shaking as he eventually stumbled over to catch his balance. While he can feel the pressure behind his shaking, nobody else felt it or was aware of it.....but did Wilson. But, then he heard a familiar voice.....booming into his head.

Mysterio: You thought you could escape from my grasps, you insect?!

At that point, Peter screams loudly and then the screen cuts to Peter and Wade wake up to realize they were.....nowhere in sight. They had apparently been removed from the face of reality....and it was very nerve-racking.

(Dark Knight Rises reference)

Peter: Whoev-whoever this is, you're making a huge mistake.

Mysterio: Not as serious as yours......

Wilson: Holy s**t!

Peter just looked over to see an image of Mysterio at the end of the area

Peter: My-Mysterio.

Mysterio: Let's not stand on ceremony here. Spider-Man.

Deadpool: Ohh....s**t just got real!

That's when Mystero's raised his hands up to the air as the ground started to crack under the pressure. Eventually, regular civilians just infected with symbiosis (symbiote) crawled out and growled aggressively as they pressed on the attack. Wilson immediately shot at them with two, count 'em, TWO assault rifle, but it hardly slowed them down because the bullets kept going straight through them.

Wilson: The hell?

Peter, knowing he couldn't sit back and do nothing, tried to reach in his suitcase to obtain his suit. However, the symbiote that was hiding in Peter's bag came out as it GRABBED and matched onto him

Peter: Huh? AAH!!

The scream cause both Mysterio and Wilson to look over and see that it formed over Peter yet the Black-Suited Spider-Man had returned.

Wilson: HOLY S**T!

Spider-Man: Party Time.....

He slowly and methodically walks towards Mysterio's illusion army and thats when Peter brings out symbiote Spider-whips and as soon as he approached his symbiotic army, he CURBSTOMPED them.

He literally demolished half of his army in about 15 seconds flat and about 30 seconds later, all of his army was completely gone.

Spider-Man: Deleted.

Wilson: WHOOP-WHOOP! Round one for the Spider!

Spidey immediately turned back to him and then webbed him in the mouth to keep him from talking.

Spider-Man: Shut your half-wit pie hole, Wade.

(I see the attitude part didn't leave the suit)

He looks over at Mysterio staring at him and Spidey once again, methodically approaches him.

Mysterio: Finally! Spider-Man isn't much of the incompetent mortal I mistook him for.

Spider-Man: What's it to you?

Mysterio immediately blasted at him and Spidey deflects the shot with almost no problem, though it almost hits Wade.

Wade: *muffled* HEY! Watch it!

Spidey, once again, approached Mysterio ignoring Wilsons complaint and immediately clocked him square across the face.

Spider-Man: Leave me alone!

He connects a web to his helmet and then starts swinging him around in a rodeo.

Spider-Man: ....4, 5, 6, 7, 8......

Eventually, he loosens his grip and Mysterio is sent flying, but he catches himself.

Mysterio: Impressive.....but not quite enough to intimidate me......

He then makes chainsaws appear from his hands and then throws them right at Spider-Man, but he kept on dodging them. And little did he know that Ant-Man was jumping on and off the chainsaws getting closer and closer to Mysterio, and when he got up close, he smacks him in the helmet, causing it to crack.

Mysterio: AHHH!

As soon as that happened, the bright light disappeared and eventually, Spidey, Wilson and Mysterio were brought back to the real world, and apparently everyone was watching them.

Wilson: *muffled* Oh....kaaaaaaaaaay......

Spider-Man breathes heavily as he glares at Mysterio and watches Ant-Man pop up to his normal size as he startled everyone.

Ant-Man: Sorry I'm late.

Spider-Man: No one invited you, Flick!

Ant-Man: What'd you.....*notices the suit*'re wearing that suit again.

Mystero: You are a waste of my time! Leave and you shall NOT be destroyed!

Ant-Man: Sorry, bubble head. (Lol) I got a schedule to keep.

Both Spider-Man and Ant-Man charged at Mysterio, but that's when he planted mind games in their heads again as they struggled and fell onto the ground, for the sounds were near Banshee levels.....(so loud enough to effect the suit)

Spider-Man: ARGH!

Ant-Man: Come on, come on.....get up, Scott.....

At that point, both of them got up, trying their best to block out the noise. But by the time they looked up, Mysterio disappeared.

Ant-Man: What?! Where he'd go?

Spider-Man: No clue.

Ant-Man: DAMN IT! We had him!

Wilson by that point, finally ripped the webbing off his mouth and approached the two.

Wilson: Relax, kochi. We'll find him, a'ight?

Ant-Man: First of all, my names Scott. Ok? It's not son, it ain't slick and it DAMN sure ain't no "kochi". I don't even know what the hell that is.

Wilson: Then you obviously have been too busy to catch up on your late shows cause.....

Spider-Man: Will you two stop blabbering for one second?! Jesus, you give me a headache!

He slowly backed up from the two of them before running and swinging off

Wilson: What got in his underwear?

Ant-Man: It's the suit. We got to inform Stark.

Back at Stark Towers, Rachel was talking on the phone while unpacking a LOT of things.

Rachel: That's so Rich, Carrie. What's it really like out there? What? Oh, come on. Oh. Samaria stuff, huh? Well uh.....Pete and I just arrived back in the city. His pal Harry and...... *Muffles silently*

She soon looked up to see it was Pete in all black clothing and jelled hair.

(Not the emo haircut)

Rachel: Pete? What is that you're wearing?

Peter: Its obvious I've had yet to get a load off. So I just wanted to look extra sharp today. Especially for you.

Rachel giggled as Pete swayed around her

Peter: What'd you say you and I go out into the town? I mean, the night's nearly young.....if you know what I mean.

Rachel: What has gotten into you?

Peter: I'm just in the mood for fun with my favorite girl.

Rachel smirked unevenly, but.....she went along with it.....

We cut to Osborn's manor where Harry had just recovered from that memory Rachel showed him and was too confused on things

Butler: If I may, sir. I've seen things in this house I've.....never spoke of.

Harry: What'd you trying to say?

Butler: The night your father died, I.....I cleaned his wound. I found out that the blade that pierced his body.....came from his glider. I--I know you're only trying to defend his honor, but.....there's no question....that your father died by his hand. I loved your I love you, Harry. As your friends love you.

Harry nodded and it left him to sink in his thoughts, knowing that Peter had been right since the very beginning.

Before he left, Harry caught up with him and asked......

Harry: long have you known?

Butler: Stromm.

At that point, the butler just walked out of the room as Harry sat down, doing the thinker pose and then smacked his knee, ashamed of himself.

He then decided that it would best to make amends, so he went for his phone and called Peter. But.....all he got was a voice mail.

Voice mail: Hey, its Peter Parker. Sorry I'm unavailable. But hit me up later when I get through. See ya.

As it hung up, Harry just tossed the phone aside and hung his head down in shame and confusion as it cuts to downtown when Peter and Rachel are wandering around until they came across the Bembe Lounge.

Peter: You're really gonna dig his joint.

Rachel: Ooh. Since when did your vocab get spicy?

Peter: Since now.

Without further ado, they both walked into the lounge hand in hand, completely unaware they were being watched by Wade, still in his hoodie and Ant-Man in shrunken size on his shoulder

Wade: I think Peepbo is off the hooks.

Ant-Man: *High Pitched voice* JUST FOLLOW THEM!! (Lol!)

Wade: Ok! Ok, Mr. tiny tiny bossy.

Before the two could even go inside, it cuts BACK to inside the Lounge as Pete and Rach sat down near the bar as jazz 🎶 begin to play

Rachel: surreal. I've never been to a nightclub before.

Peter: Really? Then I guess we should make that more often.

Rachel: Peter. You sure you're alright? It's not like I don't like this.....groove thing you got going on, seem....different.

Peter: You kidding me, babe? I've never felt so alive.

At that point, Peter just smirked and stood up as he offered Rachel his hand and she took it just two seconds later as the two swung around at the dance floor, while Wade and Ant-Man (still shrunken) watching from the crowd.

Wade: Remind me to take Vanessa to this place.

Ant-Man: *High-pitched voice* Will you just focus!!

Wade: Argh.....

The two of them continued to watch Pete and Rach go on with their dance. It became obvious that Rachel was unaware of Peters behavior, but she was enjoying the dance.

But at that point, Peter came back to terms a little bit and realized that his behavior was rather unusual for him.

Peter: Stop.

Rachel: What? Babe?

Peter: Stop, please.....Hold on.

He backed up a little bit and he looked down underneath his shirt and that's when he found it......the Black Suit.

Peter: *gasps* Holy sh*t......

Rachel: What?

Peter: Outside.

He took Rachel outside as Wade and Ant-Man followed him.

Wade: What happened then?

Ant-Man: *high pitched voice* Keep going, Tomato. Don't wanna get ripe? Keep moving.

Wade: Zip it, cootie. *to the audience* We're still barely halfway through.

Ant-Man: Who are you talking to?

Wade just looked down at him and smirked.

Meanwhile outside, Peter slammed himself against the wall, breathing like a stuffed guinea pig. At that point, Rachel asked....

Rachel: The hell is up with you?

So without further hesitation, Peter just looked square at her and ripped his dress jacket and shirt off.....revealing the Black suit.

Rachel: Son of a--The black suit?! What are you doing in the black suit again?

Peter: How am I supposed to know?! I--ohhhhhhh, crap.

Rachel: What?

Peter: I said I was gonna need another suit to wear until the other one got, I decided to bring this one along, in case I needed it. But APPARENTLY, this freaking thing likes me too damn much.

Rachel: And you can't get it off?

Peter: At least....*grunts*....not without some strong grip! ARGH!

Rachel: Just hold still.

Rachel concentrated her powers onto the suit and just about....RIPPED it off of him, which caused Pete to yell in pain as he tossed it across the middle of the road. Rachel quickly covered Pete in her jacket since he was out of clothes to wear and....that's when she noticed something.....odd about the symbiote.

It's started spiking.

(I JUST came up with this idea)

Rachel: Holy--

The symbiote eventually began to stir and bubble quickly as it began growing human size joints, legs and arms. Heck, some parts of it even changed to red and that's when Peter and Rachel were starting to get terrified.

Peter: Oh my god.....

Rachel: Please, don't let it be......

The two continued to watch in horror as the symbiote began to mutate.....and it simply formed into.....JESSE RYAN, THE SPIDER-CARNAGE! (Logan Lerman)

(That's right......)

Spider-Carnage: Argh......*looks over at the town of them*.....that stings.....

Rachel: JESSE?!?!


Spider-Carnage: Oh, is it? Well....with the will of this suit, anything is possible. Even regeneration!

Peter: But how the--?!

Spider-Carnage: It all was required from the intelligence of this symbiote....and YOUR powers. I don't even remember much after my last scuffle with you. But.....somehow during my process in this suit, it absorbed a good fraction of my cells, which kept my remaining system alive long enough to travel inside it. So, I took my time to watch you both. Everything you were doing even on that island. And then....just when that fish-bowl fellow had you distracted long enough, I took control of your body to rebuild my own. Absorbing enough of your DNA to regain your powers and Rachel's telekinesis pulls me off was MORE than enough to compensate. They really know how to make a man and beast out of ya. So.....there you have it. You could say I' and improved. You both FAILED to defeat me for good, and now.....good ol' fashioned revenge......

Both Peter and Rachel stood there in fear, for the revival of one of their greatest foes had paralyzed them.......

.....but then Rachel lifted her hands up as everything around her starts to shake excessively: the lightposts, the pavement, the buildings, everything.

Spider-Carnage: Really?

He quickly approached the two, but Rachel then let out a Banshee-like scream that not only propelled a bunch of items at Jesse, but it also caused the same spike reaction in his suit. Since he was still sensitive to intense vibrations, it was easier for Rachel to take advantage.

Rachel: *to Peter* Come on. Hurry!

The couple quickly made off as Jesse recovered from the near death reaction experience and saw that the two had fled.....but he could still sense them.

Spider-Carnage: Judge, jury and executioner, huh? I don't mind.

He eventually leaped up into the air and over the Bembe Lounge screeching loudly......which attracted Wilson and Scott as they saw a rare image of Spider-Carnage disappearing over the Lounge building.

Wade: What the.....SH*T biscuit is THAT?!

Ant-Man: Don't know, don't care. But it's going down.

As the two disappeared into an alleyway, the couple quickly make into the busy part of New York City and run into another alleyway. And it became obvious that they had to hide.

Peter: Dumpster! In the dumpster!

Rachel: Really?!

Peter: Got any other ideas?!

Rachel just groaned to herself as the two quickly tossed themselves into the dumpster and shut it (locked it) from the inside.

The two breathe heavily as they look at each other as a cloud of emotion overcame both of them and tears started to flood from both of their eyes. They were TERRIFIED. And it wasn't just the receptacles in the dumpster (even though it smelled), but it was also the reality that they might not get away this time

Rachel: I-I'm....I'm.....I'm scared....

Peter: Same here......

Rachel: *sniffling* Just....hold me......Comfort me, please......

Peter: Now's not the time.

Rachel: Please......

Pete eventually did hold Rachel tightly as his palms could allow it as Spider-Carnage leaped into the alleyway where the dumpster was and tried to sniff them out. But he was just too close to the dumpster.....cause Peters spider sense was catching it.

Spider-Carnage: I smell....I smell fear. Did you ever smell hers, Rachel? Just before you bashed her head over the windshield? Watched her take her last breath in front me? Huh?! Well.....this is only a crucial reminder of what fear really is.

Too bad Spider-Carnage didn't know that both Wilson and Ant-Man had tracked his location down by accident and were watching him from afar.

Wade: Not on MY watch, Motherf--ker.

The small Ant-Man jumped down from his shoulder, running to Jesse as Wade ran to change into his another telephone booth (Lol.) Unfortunately, that's where he dropped the case that had Peter's Spidey suit from Stark in it.

Spider-Carnage continued to look around still and.....Pete and Rach turned away holding each other in the dumpster but.....

They heard a "Wrrr" sound as we see Ant-Man growing back to human size and KICKING the abomination away

Ant-Man: Fee Fi Fo Fum. What raw sewage did you crawl from?

Spider-Carnage: If you know what's good for you buddy, you BACK OFF!

Ant-Man: Can't. Have a reputation.

The two begun fighting as Spider-Carnage quickly gets the Ant off his balance and tosses him around until Ant-Man gets up and tosses his disks at him. But there were dodged. At that point, Pete and Rach just peeked out of the dumpster and saw the suitcase.

Rachel: Peter, look!

Peter: That's Wade's case. It has my costume in it. Quick, levitate it over here.

Rachel: Why can't you use your webshooters?

Peter: If he looks over, he'll notice.

Rachel: Alright. But I'm a little low, ok?

With Jesse distracted, she stook her hand out and used whatever juice she head left of her powers to levitate the case into the dumpster.

Yet, Wade was still changing....

Wade: Sh-t! This is backwards!


Back at the fight, Spider-Carnage wrapped Ant-Man up in symbiote onto the wall but then......the dumpster shakes BURST!

As Rachel, Jesse and Ant-Man look up, they see Spider-Man flip up into air before making a landing entrance.

The web slinger had RETURNED!!

Spider-Carnage: Bout damn time.....

Ant-Man: Hey, Spidey. A little cover-fire here?!

Upon seeing him tied up to the wall, Spidey picks up and throws one of Scott's red shrink disks at him and once it hits him, Ant-Man shrinks. He then quickly made weblines to two pipes and burst them down, releasing steams that blinded Jesse for a few minutes.

That's when Ant-Man saw his chance and as he shrunk and re-grew size, he couldn't help but to keep count of how many times he was punching Spider-Carnage

Ant-Man: 5, 7, 8.....wait, I missed one. Ok, never mind.

Spider-Man: Over here!

He then punched him away as Spidey jumped over him and brought him back around, but Spider-Carnage grabbed ahold of them and flipped them around like rag dolls until he brought them close to him?

Spider-Carnage: Now.....what would normally be YOUR favorite part of the joke, Spidey?

Spider-Man: Obviously.....The punch-line!

He then punched him square across the face and kicked him off of him, quickly.

Spider-Man: Rachel, NOW!

Hearing the que caused Rachel to burst out the dumpster and slam into Jesse with full telekinetic force, reverting him back to his regular self.

As Jesse coughed rather obnoxiously, Rachel held him up by force upside down until......

Deadpool: Whoo....Sorry, I'm late.

The trio turned him confused and frustrated which that gave Jesse the opportunity to make a move. He quickly tripped up Spidey and Ant-Man and shot pure symbiotic at Rachel, tying her up to the wall as he jumped up above them.

Spider-Carnage: Catch ya later.

He eventually swung off, making his escape as Spidey does his best to untie Rachel.....but they couldn't help but to turn to Deadpool.

Deadpool: What? What??

Spider-Man: You....kinda let the bad guy get away.

Deadpool: Hey! Not my fault. I was just making an entrance. How was I to know he'd use it as a distraction?

Ant-Man: Uhh, it's called "Lying in Wait", buddy. And boy, was he waiting.

Spider-Man: Not to mention, he could've devoured all of us if he felt like it.

Deadpool: Listen, webby. You owe me one. Cause y'all don't know if you were bout to get scalped by that ugly batch of pudding.


Ant-Man: Whatever, man.

At that point, Spidey helped get the rest of the webbing off of Rachel.

Rachel: Ahh, it stings.

Spider-Man: Not as much as you punching me in the face.

Rachel: *chuckles* Well technically, you had it coming. Besides, you're my Spider-Man.

Spider-Man: Well, I'm your ONLY Spider-Man.

The two chuckled again as Rachel's phone vibrated and her cell tone went off. And it was playing "Human Race" by Three Days Grace.

Ant-Man: That's a ringtone?

Rachel: Yeah, yeah, yeah. Rub it in.

At that point, she picked up her phone, and saw who was calling.

Rachel: Its for you, bae.

She gave Spidey her phone and he picks up to see the caller was a familiar ally.

Spider-Man: It's DeWolfe.

Both (Ant-Man, Deadpool): Who?

Spider-Man: You'll see. *answers* Hello?

It then cuts to the side roof beside the Daily Bugle where DeWolfe (Ruby Rose) was waiting for the Web-slinger to arrive.

She then felt a thud behind her and then she smiled. She quickly turned behind her to see him and saw that he was in quite the hurry.

DeWolfe: Out on hiatus, Peter?

Peter: Well, what did you expect? Lot has changed since last time.

DeWolfe: Well, true. The city, however, hasn't changed a lot since you been gone.

Peter: I--kinda needed a vacation.

Dewolfe: I see. But now that you're back, the real work begins.

Spider-Man: Any lead on Mystero?

Dewolfe: No signs of the walking vacuum glass-tank yet. But we were tracking an unknown vehicle speeding through Brooklyn a few minutes ago. Lost side of it when it reached across the bridge.

Peter: What about Harry? And Green Goblin?

Dewolfe: Osborn went AWOL after that event at the construction site. I had my officers check in at his mansion. Butler said he never came home. And as for.....this second Green Goblin.....I managed to dig a little info on him.

Peter: I'm listening.

DeWolfe: Real name is Dr. Barton Hamilton. Turns out he was Osborne psychiatrist at Ravencroft. But apparently, he was more interested about you for reasons I can't seem to explain. So he somehow, got Harry to tell him about your identity.....possibly out of plain curiosity. Now he could just be someone Osborn hired or some psychotic maniac dumb enough to take Norman Osborn's Goblin Gear for a joyride.

Peter: He did say he had a personal vendetta against me. There's also more. Rachel's ex Jesse is back. As the Spider-Carnage.

Dewolfe: How?? I thought he kicked the bucket.

Peter: He DID. But the symbiote he was wearing somehow absorbed his remaining cells and kept his conscious alive 'till it got onto me long enough to absorb my powers and reform into a new body.

Dewolfe: Damn. Stuff right out of a horror movie. Do you really think these three assholes are crazy enough to do this? And for Mysterio, is he really gonna populate the city with a destructive alien force?

Peter: I had a brief vision once. But if it's true, I WON'T let that happen, DeWolfe. Rachel, Mr. Stark and few others are helping me track him and the other three.

At that point, the radio transmitter patched in.

Dispatch: Code: 10-10. We have a positive match on that vehicle in Brooklyn. Approach with caution. It's headed straight for the power plant. Over.

Dewolfe: Hey, Spidey. I think that's your--

As she picked out the radio, she turned around to see he was gone.....just like that.

Dewolfe: Every damn time.


It soon cuts to the vehicle, way across the bridge but soon came tumbling over itself and then flipped upside down in slow motion, before crashing into the power plant.

That's when three purple highlighted symbiotic images crawled out of the car, had got to their feet before being called to attention.

At that point, the all menacing Mysterio menacingly approached the power supply and looked around him. With no one there, he used his illusions to connect himself to some power cables and when it turned on, he was surging with power. As a few minutes passed, Mysterio was supplied with more and more electricity added to his system, and pretty soon, it caused a major blackout; ridding the city of all its power and causing a shockwave.

Eventually, we see Mysterio in a different color shading of his outfit as well an outline of pure energy surrounding him.

(S**t just got real)

Mysterio: Ahhhhh....after 10 years of searching, power will finally be mine.......

Symbiote: Sir, my senses indicate that the subject alias Spider-Man is heading for us.

Mysterio: Let him come. I have a few surprises of my own. Hehehehe......

Later on, just as Spidey arrived at the scene.....Mysterio and his symbiote men was gone, along with the supplies and parts of the actual power plant. (Dammit!)......but a video fee was left there for him and once he picks it up, it popped on.

Mysterio: Were you expecting to find me, Spider-Man? I'm afraid....I must disappoint you. For you see....I've waited years for this. For this city to be under my control. And those idiotic Goblins are only in it for your head on a platter......I, however wish for the world to see what you truly are underneath that mask. But until then.....Parker, I have believe you just misplaced something.

The screen cuts to static for only a few seconds as it then reveals Black Cat tied up and blindfolded.

Spider-Man: Felicia....

Cat on screen: Becky, come on. You got it all wrong, the Spider and I aren't that close. Not anymore.....I mean.

It then cuts back to Mysterio

Mysterio: Go to Grand Avenue, for your surprise awaits you there, another old friend will be waiting there for you.

The screen cuts out completely as Spidey just sighed heavily, slamming the video few and slapping his head.

Spider-Man: For once, can you NOT get into any trouble while I'm not looking, Felicia?

He later swung over to Grand Avenue as he takes his time entering the abandoned diner, hoping this wouldn't be another trap. Eventually, he finds the coast to be clear for the moment and he finds Cat tied in the back as he approached her.

Black Cat: Spider-Man? That better be you. And you had better be sorry.

Spider-Man: Just keep still.

He quickly takes off her blindfold and then unties her.

Spider-Man: You ok?

Black Cat: Purrrrrfect. What little girl doesn't dream of being bait for her knight in shining tights?

Spider-Man: Save it. Let's go before Mysterio gets back.

Before they could even make a way out; all of a sudden, the walls of the diner blew off which knocked both of them back as the new Green Goblin hovered in laughing

Green Goblin: You're not going anywhere.

Spider-Man: Argh! Can't catch a break, can I?

Black Cat: Afraid not.

Goblin immediately jumped off his glider as it flew away and then he dropkicked Spidey back a few meters, but Spidey caught himself and then blinded him with a few web-shots, before taking him down and webbing him up on the nearby lightpost outside.

Black Cat: My my my. Where did you go to get this kind of power?

Spider-Man: You know something? It's not the power you should be concerned about; it's the responsibility that it gave me.

Black Cat: Hmph. You never told me....about your little animal kingdom, you know.

Spider-Man: Requirements, you know. I'm pretty sure every--INCOMING!!!!

He saw Goblins glider come back around and they both dodged it in slow-motion, but Spidey decided to grab ahold of it and as soon as he did, Cat grabbed ahold as well. As it picked up to normal speed, it took off with them with it.

Spider-Man: Argh! How do I shut off this thing?

Harry: That won't be necessary.

(Yep, that Glider wasn't Green Goblins glider)

As soon as he saw that it was Harry, he left a blank stare on his face.....until Harry reached his hand out to both of them.

Black Cat: Harry?

Spider-Man: But I thought you....

Harry: They showed me everything.....and I'm sorry for doubting you.

Spider-Man: What'd you mean?

He took his hand as Harry pulled both him and Felicia up to his glider as he explained.....

Harry: Rachel showed me the truth.....finally made me realize that you didn't kill my father. It sucks because the darkness that consumed him almost got me as well. But you never turned away from me. Even after everything I did---I realized that....

Goblin: HARRY!!

They all turned to see the Goblin hovering up on his glider to Harry

Goblin: What in the Gods name , do you THINK you're doing?!?! You swore you make Spider-man pay for the death of your father. Now make him pay!

Harry: I was wrong, Dr. Hamilton.

Black Cat: Hamilton??

Harry: My father actually died by his own hand by accident. I was blinded from the truth for so long and now I realize this Goblin rampage is meaningless. Let's just stop this now

Goblin: You actually believe him, now?? You said yourself he used lies to protect himself. Ever consider that was another lie?!?!

Harry: NO! I saw it, Rachel showed me an image of her memories. She's a telekinetic and a mind manipulator and it showed me what really happened.

Goblin: Even so....Spider-man must pay for his other ACTUAL crimes. Now step aside.

Harry: Forget it! You'll have to kill me first.

Goblin: So be it.

He was about to shoot at them but Harry threw a smoke bomb blinding him allowing he, Spidey and Cat to escape on the glider as they all made their way back to Stark Towers.

As soon as the Goblin could see again, he realized that they were all gone.

Goblin:.....*growls*.....NO ONE SAYS "NO" TO ME!

Meanwhile, as the three made it back to Stark Towers, they could see that Tony was fast asleep, but twitching. And they also noticed that Gambit, Rachel and Rogue were monitoring the news over the past couple of days.

Spider-Man: Uhhh.....*takes off his mask*......preoccupied?

Rachel: More like stumped. Beck is clearly out of his damn mind.

Peter: Whoa who's whoa, wait. Beck? Quentin Beck?

Felicia: That famous magician?

Rachel: Yeah......but then again, it should be no surprise.

Harry: How is it no surprise?

Gambit: WOAH, buddy! What's he doing here?

Peter: Its ok, it's ok! He's my friend!

Rogue: Newsflash: your friend tried to kill us over two days ago. And relatively, he's not welcome here.

Gambit: I'm not buying it either.

Gambit immediately flew up his stack of cards and threw them at Harry as it propelled him back.

Peter: HEY! Stop!

Rachel: That's ENOUGH!

Rogue: Really, Rach? I'm surprised you don't see it.

Rachel: Trust me, I DO see it. This misunderstanding came from the death of Harry's father. He thought Pete killed him 'till I showed him the truth.

Rouge: How do we know for sure?!

Harry: Because....if I still wanted kill you all, why would I defy Hamilton from killing Peter earlier?

Gambit: Hamilton??

Peter: He's the new Green Goblin. He's also Harry's therapist.

Gambit: Still?

Peter: Look, this isn't the time for another civil war, ok? This is not happening. Mysterio's tightening his grip while Hamilton and Jesse are running a muck, so getting onto one another isn't gonna help us benefit. We need all the help to get.

Gambit: *Sighs* Babe, what you think?

Rouge: I just wish the Professor was here. We'll go along with this for now......but I'm watching you.

She walked out the room with Remy following her and everyone turned to Pete and the other two.

Rachel was about to speak up till.....

A toilet flushed from the bathroom behind them and they all saw Wade coming out of the bathroom, zipping his pants up

Wade: Whoo....them taco's got feisty. Don't go in there.

He saw every on of them just staring at him, awkwardly.

Wade: What'd I do, now?

Felicia: Umm.....yeah.....why are you here? How'd you get in? And why do you need to get involved in this?

Wade: *sighs* Everyone wants to know.....everyone wants to know.......

At that point, both Pete and Rach look awkwardly at each other.

Wade: Ok....why don't I....ditch the cha-cha's and give you the quick and painless verison? TINY TIM!


Nothing happens.

Wade: The f**k? TINY TIM! That's your que, damn it!

Eventually, Scott and Dr. Pym came out of the same bathroom that Wade was in (Why?) and confronted the rest of them.

Peter: The Ant.

Scott: Sup, webby?

Pym: Enough with the reunion dramatics. Mr.....Wilson had called me over, so I could shed some more light on the current situation between Mysterio.....and the Spectacular Spider-Man.

Wade: I did that?

Strangely, he looked over at Peter.

Peter: Oh yeah.....*Chuckles nervously*.....I did that.

Pym: Also....Mr. Wilson......What you need in case the unthinkable happens is ready for collection.

Scott: I don't understand why you're trusting HIM with it. He's just a Merc.

Black Cat: A Merc with a hell of a big mouth.

Wade: Yo! I resent that.

Pym: That's mostly because....he'll be the last person that any wrong hand will search for it.

Wade: Well....duty calls. Catch you....chumps later.

Wade quickly ran past them like a kid playing tag until he disappeared completely as the others were just stumped

Peter: What exactly did you leave him?

Scott: Classified, kid. Even from me. *To Pym* Why from me??

Felicia: At least, it gets him off our backs.

Rachel: For once, I agree with ya.

Peter: Let's just go see what Mr. Stark's up to.

Tony: Already taken care of.

They all turned over to him and the first thing that Tony saw was Peter back in the suit.

Tony: Came around.

Peter: Wouldn't have it any other way.

Pym: Tony.

Tony: Hank Pym. The shrinking regulator infamous Ant-Man. The original. The classic. The delinquent.

Pym: Delinq--The only thing delinquent about any of this was you siding with General Ross.

Tony: Was I supposed to know the whole contract was a diversion to get Banner? No? I didn't think so. But can we please just put our differences aside on the shelf, under lock and key, and cooperate the way that we used to back in the day?

Pym: We never worked together in anything.

Tony: You don't remember, but I do.

Rachel: Uh...hello? What's going on?

The two slightly older gentleman turned towards her to explaining.

Pym: You know the power throughout the entire city is now out, right?

Felicia: Ahh, no. Why?

Tony: Well, that was Becks doing.

Scott: Quentin Beck?

Both (Peter, Rachel): Mysterio.

Peter: He was some Hollywood producer till he was....crucified. I'm guessing he got obsessed with taking his magic tricks or whatever to the next level and after bringing humiliated for.....God knows how long, he became Mystero to get revenge and now he's pretty pissed at me for stopping him the other time.

Harry: And my greedy therapist takes my father's place as the Green Goblin and because of me, he knows everything about us.

Rachel: And that bastard Jesse is resurrected by the Carnage symbiote and is still twisted in revenge for my....mishap in Jacksonville......before S.H.I.E.L.D. apprehended me, that is.

Pym: Time's short and we got a lot to accomplish. And with that heavy power in Beck's hands, New York will surely panic.

Peter: That's why we have to find him.

Tony: And we will. Friday? Give us a run down.

Friday: Affirmative.....

It showed a visual of all three suspects and gave its analysis on all of them. But that's when Peter remembered something.

Peter: Oh, excuse me. I need to make a phone call.

He made his way into the bathroom, and quickly tapped into his phone to call.....

Peter: Aunt May.

Aunt May: Peter Parker, where are you? You know I don't approve of this behavior at all. How long have you kept his from me?

Peter: Three years.

Aunt May: Exactly. You've been endangering yourself with all these weirdos and criminals for god-knows how long in my eyes......Which furthermore proves my point. I'm not sure if we'll be able to understand each other anymore.

Peter: After tomorrow, you won't have to worry about that.

That statement puzzled Aunt May for a brief second and suddenly, she was scared.

Aunt May: Wha--what do you mean?

Peter: It means this might be it.....for all of us. Something's come up....and me and the others have to take care of it tomorrow......but.....

Aunt May: Don't.

Peter: If you don't hear from me within 24 hours.....

Aunt May: Peter, please. No.....

Peter:.....I need you to do me a favor. Please, just for me. If I don't make it back......

Aunt May: Peter. Don't talk like that, just come home.

Peter:.....In my room, there's something I left for Rachel. Something I wanted her to have for awhile. It's in the bottom drawer of my dresser. Keep it safe for me until the time is right.....then you can give it to her. And tell her that.....just tell her how much I love her......

Aunt May: Peter, honey're all I have left. Please don't do anything rash.

Peter: Just promise me you'll do it, if anything should happen.

Aunt May: Ok....I'll....I'll do it. But you have to promise me you won't take on those monsters. You just come home.

Mild heavy breathing came out of Peters mouth as he realized the certain meaning and risk of what he was about to do ahead of time. Normally, he wouldn't do such a thing. But it's too late now. There's no turning back......

Aunt May: Peter?

Peter: Goodbye, Aunt May.

At that point, he hangs up, feeling the weight of the role on his shoulders doing so.....and then he dropped his phone down to the floor as it.....crashed and broke.

(Oh Man, Peter....think about what you're doing)

Peter: *sighs* No turning back now.

He finally walks out of the bathroom to see that Rachel was the only one left standing in the big empty space.

Realizing that this could be her last night with her, he had to make it last somehow, so he walked behind her and then covered up her eyes as she chuckled mildly.

Peter: Guess who?

Rachel: *chuckles* Is that my Spider-Man?

Peter: One and only.

Rachel: We're to do battle tomorrow.

Peter: Afternoon?

Rachel: Yep.

She spun around and just stared into his eyes as she kissed him softly. But then she noticed it. Fear. Anxiety. Pressure. She could sense it in his body language and she could clearly SEE it in his eyes. But she knew what he really felt cause she just finished reading his mind.

Rachel: You're scared?

Peter wills himself together and says....

Peter: What will happen if neither of us make it to tell the tale? Cause I don't wanna go like this.

Rachel: Trust me, you're not alone......As a matter of fact, I just got of the phone with Carrie. I told her she wouldn't have a choice but to keep going if I were to bite the dust. I told her that I was willing to risk anything and everything just for the both of you. If it wasn't Carrie keeping me going, it was you. I lost my family once. Ain't no way in hell am I losing another one.

Peter:...Do you wanna know what the worst part about all this is?

Rachel: What?

Peter: In the end......nobody wins.

Rachel just looked down and mumbled to herself before looking back up at the man she loved and hugged him tightly.

Rachel: Je t'mem (I love you)

Peter: Je' t' tout mon coeur (I love you.....with all my heart)

At that point, they slowly latched onto another kiss as it got intense again and it started know where.

But then it stopped.

Peter: Should we really be doing this?

Rachel: Could be the last. Just want to make this all worth it in the end.......Please.

Peter finally lets loose a smile as Rachel then hopped on him with her legs around his waist as he carried her somewhere secretive.

Later somewhere in the darkest part of town, The new Green Goblin flew down onto the Daily Bugle and ripped his mask off with fiendish plans on his mind till.....

He heard a shriek coming from the other side and grips his helmet back on as he turned around to investigate and that's when.....

He encounters the Spider-Carnage!!

Goblin: Well.....what have we have here???

Spider-Carnage slowly walks forward and approaches as the Goblin jumps down from his glider.

Spider-Carnage: Well well well.....the famous Green Goblin. You know......*unveils his face*.....a lot of people say you're dead

Goblin: Heheheh.....they said the same about you.

Jesse: Yeah, that's not funny. Besides, I'm not even close to finish with constructing business yet. But from what I know.....tomorrow afternoon, Mysterio's gonna unleash his invasion upon the city. No doubt that damn spider will be there. Along with Rachel.

Goblin: True. That does include Harry. Am I--am I sensing a partnership here?

At that point, Jesse smirks yet again as the symbiote crawls onto his face again, reverting him back as he just says....

Spider-Carnage: What have we got to lose?

Underneath that Goblin mask, Hamilton couldn't help but to smirk.

That very next day, everyone was getting prepped and prepared for the upcoming battle to come in a few minutes.

Stark automatically latched onto his Bleeding Edge suit once again as Gambit and Rouge suited up in X-men gear and check their arsenal. Peter suited up in his costume as Scott was making last minute altercations to the Ant-Man suit and.....Rachel eventually came out of the bathroom with an Avenger outfit and....(this is new)....her hair color was now dyed (Resembling Mary Jane or Firestar a bit). And it didn't take long for Peter to notice.

Spider-Man: Wow....

Rachel: What you think?

Spider-Man: It's your very color.

Rachel chuckled, as she then saw Felicia in her suit staring out the window, noticing a thick blanket of fog covering the entire atmosphere outside, which was separated by a mere window.

Rachel: Felicia?

She slowly approached her from behind and tapped her on the shoulder. When she turned around, she just smiled at her.

Black Cat: Try and keep your distance until it's needed, sister.

Rachel: I'd ask you the same thing.

At that point, they actually shook hands.

(I know, bout time.)

But suddenly, they heard explosions coming from the distance.

Tony: What was that?

Spider-Man: It's starting.....

Rachel: *sighs*......I'll get the others.

Spider-Man: Right......I'll see you all there......*to himself*......and pray for the best.......

Undeterred by the strange blanket of fog choking the sky, he opened the window, took a running start, jumped out and did a slingshot across the city as the others watched on.

Iron Man: You go, kid.

Rachel: There goes my baby.....

Black Cat: He's SO puuuuurrrrfect.

Ant-Man: Save it. We gotta move here.

It then cuts to the middle of the city where Mysterio's illusion army was ransacking and attacking anything that was unfortunate enough to get in there way.

They start scaring innocent civilians, ransacking random vehicles, and some even popped missiles out from their hands and then struck Grand Central Station (again).

Little did the people or even the army know, Peter was watching the carnage from afar. And he wasn't gonna stand for it.

Spider-Man: It's time.

He once again moves further back, and starts walking slowly with his face down (Web Of Shadows reference) and as soon as he got close to the edge, he sprints, jumps off of the building and goes into free fall.

Unfortunately, he didn't get too far as Spider-Carnage literally tackles him out midair, crashes down and then throws Spidey along the damaged pavement. But Spidey caught himself at the last second, spring himself forward and sent SC (Spider-Carnage) reeling as well.

Spider-Carnage: I wondered what kept ya. We were running out of patience just before the fun even started.

Spidey quickly glanced behind him to see Mysterio's illusion symbiote army creeping up on him as well as the Goblin levitating beside SC with his glider.....but then Peter just chuckled.

Peter: My......what a VERY dramatic entrance. I'd give it a week. HARRY!

Upon saying that, SC was pushed back dramatically by force as Barry zoomed down on his glider with Rachel behind him, throwing Pumpkin bombs at the other Goblin.

Rachel: Peter!

Harry: Spidey, hitch a ride!

He quickly shot a webline to his glider and started road skiing before he held out his hand to Rachel and she grabbed it.

Rachel: Nice catch.

Spider-Man: Just a walk in the park, miss.

At that point, they felt each other being shot at from behind, causing them to look back.

Rachel: Oh. You.

Goblin was shooting at them with the machine guns stored in his glider and those bullets were on infinite ammo.


Spider-Man: Rach, let me up.

At that point, she obliged and let him up.

Spider-Man: Ok....uhh......

Harry: What?

Rachel: How do you control this thing?

Spider-Man: This seems a little complicated.

Harry: Not really.

More shots rang next to them.

Rachel: Just tell us!

Spider-Man: INCOMING!

Spidey saw some missiles from Goblin coming his way, and he immediately dodged them. But then he brought them back around and threw them towards Goblin.....who dodges them as well

Spider-Man: You mind telling us how to shoot this thing, Harry?

Harry: In fact, I'll show you.

He turned the Glider around and pressed his right foot on the upper right corner of the glider, which puts up the firing mechanism.

Right below them, however, Rachel saw a glimpse of Jesse (without the symbiote on), just methodically watching them.

Rachel: Not this time.

Spider-Man: Rachel?

Rachel: Take care of Gobby. I have loose ends to tie up.

She leaped off the glider....

.....and landed flat onto Jesse with such such Force that it caused most of the pavement to crack. But then the symbiote crawled out from Jesses hands and grabbed ahold of her and slammed her around.

She desperately used her powers to get him off of her, but once again, the symbiote combined was too much for her to go at alone.

Spider-Carnage: Do you EVER learn?

Rachel: As there's a single breath body.....I can't give....can't keep this up any--longer.

That's when her eyes turn black.

Rachel: Ready?

She lifts him off the ground, and clocks him across the teeth and then uppercuts him into the air as Iron Man shoots out more of the symbiote army before tackling him and then throws him down to the subway.

He hen turns to her.

Iron Man: You know.....ycould've thrown him down there yourself.

Rachel: There's always a limit to my powers.

Iron Man: They always come with limits?

Rachel: *chuckles* What else could expect? A swing and a miss. Oh...where's Miss Kitty?

It then cuts to Black Cat, Rouge and Gambit who were on the Black Bird as they came across Mystero's tower which was bigger and felt much more DARKER than the last one.

Black Cat: Gee......Becky sure has been busy over the years.

Gambit: Well, time for us to get busy.....

They flew straight ahead to the tower only to see it was completely surrounded by Mysterio's army robots and symbiotes.

Rouge: Damn. I'd almost be rather facing Sinister's army of clones.

Gambit: We'd been through worse than this.

He turned on the firing mechanism as their guns locked on target on a handfull of those suckers.

Gambit: Fire in the hole!

They launched missiles at as many robots as possible, but the symbiote were tough buggers. They actually leaped up to the Black Bird and breaking its way inside.....but they couldn't.

Black Cat: The hell?

Rouge: What kinda glass is this?

Gambit: U don't wanna know.

Suddenly, a hatch of the top door from the tower opens, revealing Mysterio in a new suit, purple cape and.....yet same fishbowl helmet.

+Jeronimo McArthur At that point, he lifts up his hand and with a swish of his wrist, the power in the Black Bird went haywire.

Rogue: The hell?

Black Cat: Sh-t, sh-t, sh-t, sh-t, sh-t!

Gambit: Wait a second! I gotta try and do somethin'.

Rouge: Remy, what are you doing?

Gambit: You'll see.

Anyways, Gambit tries his hardest to maneuver the Black Bird the best way he can and aim it at Mysterio, so he can still cause some damage. But the Black Bird was already spinning out of control.

Gambit: Ahh, screw it!

Black Cat: Hold on to something!

They all braced for impact as the Black Bird crashlanded on the tower, plowing down robots but missed Mysterio by a whisker....and eventually, they actually crashed inside of the tower onto the second floor.

Battered, but not bruised, the trio get out the Bird to find themselves completely lost.

Rogue: Grreeeeeeeaaaaat.

Gambit: No's only a game of hide and seek.......

That's when he pulls out his cards again and spins them around.

Gambit:.....Only this more hiding.

He throws three cards up into the air and together, they open up a portal to the main room to Mysterio's tower......which this time, is underground.

We cut back to Rachel and SC's brawl along with Spidey and Harry's with the Goblin.

Goblin: Hahahaha!! I did expect a two against one fight. But not two against me. You're your father's son, alright.


He threw more pumpkin bombs as Spidey shot webs at them and slung it at the Goblin, knocking him off his glider then as he fell through a skylight window. That's when Harry said.....

Harry: Pete, go help Rachel. I got this.

Spider-Man: You sure, man?

Harry: I'm sure. Now go.

Spidey did had a bad feeling about all this, cause it could be the last moment between them. So for the last time, he held out his hand to him.

Spider-Man: You're my friend.

Harry: *Smiles* Best friend.

They shook hands as Spidey jumped down off his glider to aid Rachel as Harry flew down to the skylight to finish the Goblin off.

Meanwhile, Rach was tied in symbiote webbing and choking, struggling to use her powers to release herself as Jesse pulled her to him on the wall of the collapsed Grand Central Station, revealing his face.

Jesse: I want you to look at me in the eyes as I make you explode. And think about what you've done to her. It'll make it all the more satisfying when you die.

Rachel:.....F__k. You.

Jesse smirked, forming his face back as Spider-Carnage and shrieked to attack till.....Spider-Man swung down, kicking him off Rachel and he catches her just in time as she falls.

Rachel: Peter.....

Spider-Carange: How sweet. Boyfriend to the rescue.

Spider-Man: You got THAT right, you slime ball!

He sets Rachel down beside her as he then did something new.....and kinda cool.

He webbed himself up into a ball shape, and shot himself at Jesse and every time he bounced off a hard surface, he became a pinball.

(See where I'm going here?)

Peter continues to pinball Jesse over and over and over again until Jesse caught him and kicked him up into the air. But Rachel caught him in midair and flung him back to Spider-Carnage and the Force of the Spideys web-pinball was so intense, it knocked Jesse back a full 15 feet before getting caught by Iron Man.

Iron Man: Gotta call it a night, Jess

Spider-Carnage: Shut up!

He then got up in top of him as he ripped off the armor on him as his suit struggled to keep him up in the air.

Friday: Suit has sustained critical damage, sir.

Iron Man: Oh boy.....

He then throws Spider-Carnage off of his back and then throws him into Stark Towers as he once again crashes through the windows and lands small against the wall.

Iron Man: Veronica!

As soon as he said that, the armor pack for the Hulkbuster armor came flying in to support him, and Ant-Man was riding in top of it.

(I was waiting to see how Ant-Man looked riding on that)

Ant-Man: *High pitched voice* Go Buster, go!


Both the suit and Ant-Man flew towards the tower as Ant-Man punched and hit Spider-Carnage a couple of times before growing back to normal size and.....that is when Iron Man reverted into the HulkBuster, just as Spider-Carnage recovered.

Spider-Carnage: ENOUGH! I am beyond ALL of you human species! And I will NOT be bullied by.....

That's when HulkBuster grabbed him and then smashed him around.....until he kept clocking him over and over again in the face

HulkBuster:....sleep, Go to sleep, Go to sleep, Go to sleep, Go to sleep.....

After clocking Jesse about over a dozen times in the face, he pushed him over to Ant-Man as Scott laid one more punch to him, knocking him out and reverting the Spider-Carnage back to normal.

HulkBuster: As Banner would say...."Puny symbiote."


Jesse just laid there as the two escaped and then....he "whimpered". In fact, he was whimpering so much that Ant-Man tossed a red disk at him while not even looking and it shrunk Jesse to nothingness.


Ant-Man: Crisis averted.

Meanwhile, the trio (Black Cat, Gambit, Rouge) finally went through one of the portal that led to the main room underground. And the first thing they noticed: Its completely empty.

Gambit: Complete silence......just like Strikers island. Always hated that place.

Rogue: Based on what's down here, I'd say this is about the same level as that place.

Black Cat: Doesn't matter. Make sure nobody doesn't......

That's when a loud noise rings through the halls, causing the trio to gather close.....and Gambit to squeal.

Both (Cat, Rogue): You're scared?

Gambit: Don't judge me.


As the trio keeps moving through, Mysterio appears through the same portal they went through. He flies up behind them and levitated a pipe like HE had telekinesis from the new powers he got and.......

(Oh man....this is gonna suck......A LOT)

He aimed it towards Gambit, but.....

Rouge: Look out!

Once he throws it, Rogue gets in the way of the pipe and it impales her through the stomach, saving Gambit in the process.

Gambit: ROGUE!!!

Remy quickly launched a shockwave with his staff at Mysterio, but he disappeared. He then reappeared and pulled him towards him.....menacingly.

Mysterio: Incompetent. You can't beat me on your best day.

Gambit: We'll see about that, fish bowl.


Gambit immediately knees him in the helmet and starts attacking him with his staff and his deck of cards.....but Mysterio disappear immediately.

At that same moment, Black Cat pulled the pipe slowly out of Rogues chest and pulled her close to the wall as Gambit went to her side.

Black Cat: C'mon, Rouge. Hold on.

Rogue: *weakly*.....Where.....are we.....Remy.....H-hold m-me......

He did.

Gambit: Hang in there, babe. You're gonna make it, ok?

Rouge: Remy....Remy.....Is--is it--

Rouge gasped in agony as he leaned her on his lap, but the light in her eyes dwindled and went Cat realized she couldn't feel any breathing from her anymore.

Gambit: What? No....NO! ROUGE!

At that point, Cat stood there, feeling broken down about Rouge as she TRIED to reason with Remy.

Black Cat: Remy......I--I--

Gambit: She was my life. Everything I had after my hellish times.....Now.....

Black Cat: Mysterio will face trial for this.....

Gambit: Don't even bother, Hardy.......I'll kill him myself.

And then Gambit went on his own, leaving Cat not knowing what to do.

Meanwhile back with Harry and the Goblin's brawl, they were evenly matched 'till Spidey and Rach came landing down behind him. Spidey immediately knocked him off his Glider as Rachel slammed him down a few.

As the Goblin recovers from the dizziness and the blood dripping down his mouth from the inside of his helmet, he looked towards them and laughed.

Green Goblin: Just in time for your destruction, Spider-Man. It's time to die!

He summoned his glider remotely to crash down and ignites the blades on it, sending it to fly directly at Spider-Man.

Spider-Man: Rach, get down!

He pushed her down just in time as Harry blocks it with his glider and still PIERCED him.

The other two watched in shock as the Glider flew up with Harry literally hanging on by a limp but eventually, his grip loosened as he fell off it.

Spider-Man: HARRY!!!

He watched Harry fall with a hard thud onto the broken pavement as Harry coughed heavily and spat out blood.

Spidey just looked down at him as the Goblins glider came back to him and he prepped himself to strike again.

Goblin: Any last requests? Any last words?

Spidey said none.

Rachel: Peter?

Goblin: Ha-ha! So be it! Goodbye!

Rachel: PETER!

Spider-Man once again said nothing as Goblin charged at him. But Peter brought out his web-whips from earlier and swung them around a few times. And JUST when the moment was right, Spidey struck with his whips and knocked the Goblin square off of his glider as he landed flat onto the broken pavement.

Rachel: Holy sh**.....

But the glider came back around again, yet Rachel stopped it with her powers and eventually split it into two.

That's when Spidey picks up the Goblin and smacks him around with his web whips until Goblins helmet ripped off.

Hamilton: A-attaboy, Parker.....

Spider-Man quickly looked deep into his eyes as he realized what he was that point, he tosses him to the wall, officially letting him go.

Rachel ran up to to the wounded Harry and held him up to her lap.

Rachel: Harry?

Harry: Rachel.

Rachel: I'm gonna get help.

Harry: *Grabs her hand* No. Stay.

Rachel nodded with an emotional face as Spidey and Hamilton stared face to face at each other again

Hamilton: You should have killed me when you had the chance.

Spider-Man: Maybe I should've. But that's not who I am. I told someone else off the deep end that I know what it's like to have a grudge on criminals. But what he didn't understand is that nothing is worth letting your grudge get the better of you. Whatever happened with you......whatever I've make you hate me.......I'm sorry. But you won't change that. There are meaningful things than just regards to my Uncle.

Hamilton just groaned silently as he laid down defenseless and passed out.

(Not dead)

Spider-Man sighs heavily and looks over at Rachel and nods over to him, letting him know that Harry was alright.

At that point, he felt a woosh as he saw Iron Man and Ant-Man land down in front of him.

Ant-Man: Sup, Pete?

Spider-Man: Hey. Where you guys been?

Iron Man: Took care of Tar Monster (lol). One less freak to get acquainted with. What about you?

Spidey just moved aside as the two saw Goblin passed out.

Iron Man: Jail?

Spider-Man: Jail.

Iron Man: Well, while you do that, make sure you give the others a hand. They're getting their asses handed to them.

Ant-Man: You're taking me with you, right?

Spider-Man: You know it.

Rachel; Babe?

He turned towards her.

Rachel: I'll come with you once I get him patched in.

Spider-Man: Thanks, hon.

Prepped and ready, Spidey creates another slingshot as Ant-Man shrunk down and got on top of him. And as Spidey stepped back once more.....

Ant-Man: High pitched voice All about the insect train, peeps!

.....Spider-Man let go and the two of them flew at top speed to Mysterio's castle.

The two of them managed to catch themselves in time and infiltrate the castle until they ran into more robots.

Ant-Man: Oh boy....

Spider-Man: Beats wearing the black suit.

Ant-Man: Look who's talking now.

Eventually the two of them fought their way up to the second floor. They even fell to some traps, yet they pushed on then, they were left with the portal that Gambit left behind.

Unfortunately, once they got through, they were stuck with three doors.

Ant-Man: Now which way?

Spider-Man: Seems we're down to three choices.

Ant-Man: Let's choose the middle. Each time right or left are picked, we end up in the wrong way or running into something worse. Don't you watch scary movies?

Spider-Man: Aunt May never lets me.

Ant-Man: Oh for the love of.....then let's just pick one and MOVE!

So the duo unwillingly headed for the left and that's when they bumped into....Gambit.

Gambit: Spidey?

Spider-Man: Remy....thank God you're alive.

Gambit: I wish I wasn't.

Ant-Man: What??

Gambit: Rouge's dead.

Both (Spidey, Ant-Man): WHAT?!?!

Spider-Man: Oh god....Rouge....

Gambit: Beck killed her. And that bastard is gonna die for what he's done.

Spider-Man: Remy......Remy, listen to me. I am very sorry about Rouge. I am, deeply. But if you let Mysterio get to you, he'll win.

Gambit: The only thing he'll win is a ticket to hell.

He then raises another card into the air and spins it around.

Gambit: MY personal ticket.

Spider-Man: Remy, please let us help you.

That's when he took out three more powered cards out of his sleeve and he threw it AT them, pushing them both back

Gambit: This is MY fight now. Mystero killed the woman I love. And I will KILL him for it. This is personal. Beck is MINE!!

He started to run.

Ant-Man: Argh.

Spider-Man: Get him.

They both immediately chased after him until they came to a narrow pathway.

Ant-Man: Not again.

Spider-Man: Split up!

Without thinking, the two went left and right.

Spidey however, was right in the money cause he found Gambit in the right path. He quickly tackled him down and tried to hold him down until......

Black Cat: Spider!

He turned around behind him to face Felicia.

Black Cat: Look......

Spidey and Gambit then turned around in front of them as they saw some high tech machine connected and powered to the cables that Mysterio used a day ago at the power plant. Eventually, Ant-Man comes around and sees the same thing.

(Makes sense what he needed them for)

Gambit: The hell?

Spider-Man: Wait....are those....Yeah, I think they are.

Black Cat: What?

Spider-Man: Dr. Pym mentioned that the city had a blackout yesterday. Which means Mysterio was at the power plant, draining power to himself.....and possibly this. It's making sense now.

Gambit: That would also explain his appearance. It looked as if he had been absorbing too much of it.

Spider-Man. Exactly.

Black Cat: But why does he need this hunk of metal if he can dispose of us like....*snaps fingers*.....that?

Spider-Man: Maybe because it's not about killing us. Perhaps, the whole point of this.....was just to send a message.

Ant-Man: As if he needed one to send either way.

At that point, the machine somehow, operated and turns itself on as the energy molecules combined with the regulators installed the system mainframe. Eventually, power supply reaches 85% and it resulted in a whirlwind of energy.

The Force of the whirlwind was strong, to say the least, and the four of them was pushed back a few inches away. As they tries to keep still on their feet and not lose control, Felicia lost her gripping and screamed. But luckily, Spidey caught her just in time.

That's when the power supply reaches 100% and a beam shot out of the machine through the roof of Mysterio's building as it opened.....


ANOTHER damn portal.....

As soon as the whirlwind stopped on the ground level, they all take the time regain their footing and balance.

Gambit: Argh......s*t.

Spider-Man: *to Cat* Hey. You alright?

Black Cat: Purrrrrfect.

Ant-Man: I'm ok. Still wish I had some orange slices, though.

Spider-Man: You'll get some late, Come on. We should be there soon.

Gambit: Hey, Mystero is MINE. Remember that.

Spider-Man: Remy, listen. I understand how you feel. More than you know.

Gambit: You haven't lost Rachel yet. How would you know?

Spider-Man: I almost lost her many times, ok? But I really lost my parents. Then my Uncle. It's why I do what I do. With great power comes great responsibility.

Gambit: Well....I was responsible for keeping Rouge safe. I guess I just failed her.

Ant-Man: No way. You always did what you had to. I'm sure she was aware of the risks as we all are.

Gambit: *Sighs* I guess.....Thanks.

They soon took an elevator, leading them the top level and by the time they reached the top, all four of them made their way through the mysterious fog that had appeared from earlier. Finally, a small glimmer of light from across hem gave Mysterio away.

Spider-Man: On your knees, Beck! NOW!

He chuckled underneath his helmet and slowly turned towards all four of them.

Mysterio: I can only imagine what you believe I'm thinking right now.

Spider-Man: Right now, you're thinking if only you'd taken your giant magician act to Vegas instead!

Mysterio: Curse your endless babble, Spider-Man!

Ant-Man: Speaking of babble, let's hear it then.

Mysterio: Why you.....Mysterio was never defeated, and my invasion cannot be stopped! My army is only the stepping stone of this tremendous accolade for a new world order. Once I've grown them to full size, I'm going to send them through my dark realm to gather every single symbiotic being in the Galaxy. And then.....ONLY then.....I will transfer every last drop of energy to me, to become the most supernatural powerful being this entity had ever seen. There will be NO LIMITS to my powers!

Spider-Man: Oh my--

Black Cat: Symbiote invasion?

Ant-Man: Hold on, you gotta be yanking my chain. There are more of them?!

Mysterio: You FOOL! There will be more than you can imagine! That fog which blankets the city is preparing everyone in New York for symbiosis!

Black Cat: You're the fool, Mysterio!

Gambit: My EVIL!


Mysterio: Irrelevant.

He then unleashes a shockwave which knocks all of them off of their feet and then the screen blasts white.

Mysterio: Welcome to your nightmare......

The screen finally clears up as all four of them end up back on the road as they saw an image of the city after the invasion. As they walked along the remains of what was left, they noticed everything was left discarded or completely destroyed.

Nothing there was fascinating at all, for Mysterio's invasion was complete.....or at least that's what they thought.

Spider-Man: No....what happened....

Black Cat: The's....destroyed....

Spider-Man: Aunt May.....Rachel....

Ant-Man: Cassie.....

Upon those three, Gambit knelt down and picked up a few ashes among the terrain. Whether or not they belonged to Rouge was not clear, but one thing seemed kinda clear.....

Gambit: This can't be real.

Spider-Man: Let's just find answers to be sure.

They continued to make their way, just to see how much of the city had been crumbled down and saw skeletons on the ground.

Black Cat: This has to be one of Mysterio's tricks. It couldn't have end like this.

That's when....Ant-Man felt a weird slimy substance started to crawl upon him. As soon as he noticed it, he freaked out and ripped it off him, only to see an army's worth of symbiote monsters crawling towards all four of them.

Black Cat: Son of a--

Spider-Man: SYMBIOTES!

Gambit: Ok, now I KNOW this ain't real.

Ant-Man: Real or not, we'll die if we don't fight.

While it looks like it was the end in their minds, it turns out in reality that Mysterio had Spider-Man, Ant-Man, Black Cat and Gambit in comas with their hallucinations only getting worse and worse in their head.

Mysterio: Whatever you fools see.....It's strong enough to kill you reality. No need for bloodshed.'s time to proceed....for the sun shall set upon our fair city and my symbiote army will soon rain upon you all. HAHAHAHAHAHAHAHA!!!

Meanwhile, Rachel had just left the hospital after dropping off Harry and it didn't take long for her to see Mysterio's tower in the distance, but what really scared her was the portal that came over the sky.

Rachel: Oh god.....Mysterio.....

She immediately propelled herself into the air and flew over there. The first thing she saw was the sun eclipsing down to sunset. She didn't know what it meant with the portal up, but she didn't like it.

By the time she had got there, she saw all four of them in comas and hallucinating.....big time.

As she landed, she tried to snap each of them out of it, but Mysterio's mind powers clearly had them on edge. Lastly, she made a last attempt and tried to wake up Peter.

Rachel: Baby. Baby, wake up. Please, I'm here. It's me, Rachel.....Please!

Unfortunately, she realized something: his eyes were BLANK. No pupils, no eye color, nothing. Even the others who were hallucinating had the same effects.

Rachel: Son of a b*ch.....


(He remembers her alright)

She immediately turns around to him while he was levitating in the air and her eyes slowly turn black.

(Never piss her off, Man)

Rachel: BECK! What did you do to my Spider-Man?!?!

Mysterio: He's in his rightful place. Whatever he and those fools see will be their destruction. Whatever they see will kill them. PERMANENTLY. Even if they thrive and venture themselves.....The city will be mine at last. First: New York. And then.....THE WORLD!!

Rachel: You're a monster.......

She quickly raises her arms up, using the full force behind her powers, causing the four heroes to fall over and shakes the whole tower, to the point to where Mysterio had to keep his distance.

Mysterio: What'd you doing?!?!

Her eyes eroded to rapid full black and she made a Banshee yell, loud enough that the entire city could hear the echo effect that followed.....Even Stark could hear it while he was standing on the roof of the NYPD building after dropping off Hamilton.

Iron Man: That can't be good. Friday, get me the source.

Friday: It's Rachel Lang, sir. Her powers are increasing to the maximum 250%. Her powers are deteriorating rapidly yet at this rate, she could possibly destroy the city with a massive Sonic wave.

Iron Man: Peter better sing her a lullaby then.

Friday: Afraid he can't. My sensors indicate him along with Felicia Hardy, Scott Lang and Remy LaBeau are in some paralyzed state, under psychic hallucination.

Iron Man: Dammit. Well, I'm on my way.

He immediately bumps up his engines and flies back towards the tower.

As it cuts back to the tower, Rachel's powers were increasing inch by inch as the tower kept shaking excessively.

Mysterio: You are NO MATCH FOR ME!

Mysterio, at that point, began his process and finally grew GINORMOUS until he was a full 40 feet over Rachel.


Rachel: What's up with the King Kong trip?

Mysterio: Silence!

Mysterio tried to attack, but since Rachel kept shaking the tower, he couldn't get a move on. That's when Rachel leaped up into the air, yelled fiercely and punched Mysterio right on his glass helmet. And she kept doing that until the crack in his helmet got bigger and bigger

He screamed ferociously and grabbed her and threw her down, completely grounding her and depleting her of her powers.

Rachel: *breathing heavily*

Mysterio: NOW......DIE!!!!

He was just about to stomp on her, but Iron Man arrived at the last second and once again clocked him in the helmet, this time completely shattering and knocking it off as Mysterio began to choke on himself. That's when Iron Man came back around and tripped him off of his feet.

The two of them then approached Beck as he laid defenseless and able to breathe again.

Iron Man: You always come back.....and you never learn your mistakes.

Beck: No matter. My revenge is complete. It's either me or them. Not enough time to do both......right?

Rachel: Actually.....

She goes over and grabs him with her remaining power.

Rachel:....there's plenty of time.

Beck: W-w-wait!

She then tosses him aside.

Rachel: *sighs* What now?!

Iron Man: This buildings gonna go down either way, but what you did a few minutes ago, young lady, caused a chain reaction with the device that's all the way on the bottom level. If it explodes, the city's up to pot.

Rachel: Goddamn it.....

Iron Man: I got this. Just get them out of here and snap them out of it (the hallucinations).

Rachel: Actually.....I got a better idea.

She quickly turned towards Beck and pinned him down with her foot....and took a page of a familiar playbook.

Rachel: The portal......tell me how to shut it down! ANSWER ME!

Her mind manipulation trick still worked like a charm as Beck said exactly what she needed to hear.....

Beck: C-computer....

Rachel: What about it?

Beck: Y-You need to reverse the frequency of the transverse wave in order to shut down the graphic power.

Rachel: *sighs* Thank you.

She forcefully threw him down the hole where the beam shot out of as he caught himself and did exactly what she made him tell her.....

....and somehow, the process didn't really shut down the entire portal completely.....but it did snap Spidey and the others out of their hallucinations, and it didn't take long for Rach to notice as she immediately ran up and hugged them all......before laying eyes on Peter.

Rachel: Hey.....

Spider-Man: Hey......

At that point, the energy polarity reversed itself yet again as it looked as if the portal was once again operating the way it was earlier.....and it was.

Beck levitated out the gaping hold, confronting the others with oozing anger and burning rage building up a song he cracked his neck.

Beck: This. Ends. Now

Everyone just stood ready in a fighting position....all except for Spider-Man.

He sighed heavily to the point where everyone could hear him; the lasting effect of what he would do next would be something he knew they wouldn't live with.

Stark: Pete?

Peter just slightly said nothing as he inched his way forward and then charges.

Ant-Man: Woah, hey!

Black Cat: Spider?!

Rachel: Peter, STOP!

Ignoring the others, he continues forward, brings out a web hammer from his hands and throws one after the other, yet Beck blocks them all. And then he launches a lightning strike.

And Spidey dodges all the lightning.....

(Oh god.....)

Spidey then swung-kicked Beck off his balance and in slow-motion, he formed a web-shaped fist on his right hand and punched Beck so hard that it, not only, completely knocked him unconscious but it sent him flying over the beam that brought up the portal.

As Beck fell back down into the hole where the beam was coming from and went into free-fall, Spider-Man just took down its mask and then threw it down behind him as he stared back at Rachel and the others.

But mostly, him and Rachel made eye contact.

They both shed tears from their eyelids, dreading that this might be the last time they ever see each other again. It's not what either of them wanted, but in the life of a superhero, what would you expect?

Peter: *tears streaming* Guys......tell Harry.....I'm sorry.

Stark: PETER!

Without saying another word, he dropped himself down the hole that the beam left and also went into free-fall until he tackled Beck.

This would've been the chance to catch himself, but he didn't......

At that moment.....that ONE final moment, he ushered out his final words......

(Man, this hurts)

Peter: I couldn't save him......Uncle Ben.....I couldn't save matter what I did. But I saved you, guys.....I did it.....I...did it.......

He slowly closed his eyes and smiled as both him and Mysterio moved INTO the beam as it pierced through the both of them. And as soon as they reached the machine at the bottom.....

There was an HUGE explosion.....yet it could barely be felt on the surface. However, the explosion caused the mainframe of the tower to break apart from one floor to the next and Rachel knew she could stay up there long. But with her powers depleted, she had to go the long way.

She took a running start and jumped off of the roof of the tower just as a huge explosion rocked the entire tower to smithereens and sent Rachel flying further down to what seemed to be an inescapable decent into the afterlife.

But luckily, Iron Man caught her just in time before she could go splat and places her safely down.

Iron Man: Get back! Where's Peter?!

Rachel: He's still in there!

Tony immediately turned on the after-burners to get him inside of the building, and he scoured through underground and retrieved Peter before the rest of the tower could collapse.

As he brought Peter up from underground, Iron Man placed him down next to Rachel in the pavement as he exited from his suit. That's when Scott, Gambit and Felicia all gathered around them.

Tony: What's happening? Is he breathing?

Felicia: He better be.

Scott: Oh god.....

Rachel quickly approached Peters body.

Rachel: Peter, we did it. We did it. It's over.....Peter?

She checked his pulse on his neck and wrist......but no response.

Felicia: Peter?

She rolls him over and she sees the burn mark over his heart, which means that he was impaled by the beam.

Felicia: gasps

Rachel: Wh--Move.

She moves Felicia out of the way and observes Peters fatal injury.....but she refused to accept it.

Rachel;, no, no, no, no, no.....Don't....don't do this. Don't do this, Peter! Not again! Please, we saved you! We did everything we could to save you!

Rachel, knowing that her powers were still depleted, tried administering CPR.

Rachel: *tears streaming* Stay with me, baby! Come on! You gotta fight for me, Pete! YOU GOTTA FIGHT!

Eventually, Rachel stopped CPR as it had sunk into her. Peter was completely unresponsive, his skin had become a dingy pale and his grip was hard as nails. It became official.

Peter Parker.....had died.

Gambit and Scott just looked down and away as Tony just twitched his eyes a little bit and got upset with themselves.

But Rachel and Felicia....were the ones who were the MOST heartbroken.

Rachel: No.....

Felicia: *sniffling*

We zoom out to the ash and ruble that remained over the city as the screen then cuts to days later at the Daily Bugle where Jameson had brought in papers from the New York Times regarding "The Death of Spider-Man" as the main story.....but what he DIDN'T know until he reached that point was that on page 8, it revealed Peters death.

On one hand, Jameson was satisfied with SPIDER-MAN's death, but on the other hand......Peters death kinda tore him up inside. Although, he wouldn't dare show it......yet it was too obvious.

Meanwhile downtown, everyone had formed a circus of soldiers and Scotsmen, honoring Spider-Man and carrying a coffin with Spider-Man's symbol on it.

Unfortunately, the coffin was empty.....

.....because at Queens, they had his REAL funeral in place as every single person who had known or remembered Peter over the years came over to pay their dues. Aunt May cried in despair with Tony comforting her as Scott and Cassie came to pay their respects. She laid flowers onto Peter's coffin with his actual body in it as May placed a pic of him and Uncle Ben in his hands. Even Harry, who was using a crutch to stable himself from his injury, couldn't help but to give Pete a parting gift for the road.

Harry: Sucks it had to be this way, Peter.

The same day only mere hours later, Rachel was in Peter's room still in despair, but no longer in tears. At that point, there was a knock.

Rachel: *Sniffs* Yes?

Aunt May came in.

May: Hi.

Rachel: Hi....

May: I love what you done with your hair.

Rachel: *chuckles* It matches his costume. I think I'll keep it this way.

May mildly chuckled as she sat down beside her, feeling the weight of the world inch further and further beside her as she gave Rachel something.

May: The very last time I spoke to him......He told me where he left it. He wanted you to have it.

May eventually left the room and Rachel, confused but intrigued, opened the box and what she saw made her lose her breath.....

It was an engagement ring with a red/blue symbol carved among the top of the epicenter. As Rachel smiled with tears, she immediately takes it out and puts it on.

Rachel: *chuckles mildly* I do.....

We cut back to Spider-Man's memorial as the bag pipes played, cannons were fired, soldiers saluted as civilians paid their their hero.....and an American Flag was place over Spidey's coffin as the pipes played the last of their tune

(God this is so tough)

As the rest of the arrivers sunk in and gathered around the empty coffin to mourn the loss of their beloved friend, Rachel moved from that area and watched from afar.....still with tears from her eyes.

It was obvious that she wasn't going to get over this for a while. Apart from Carrie and her dad, Peter was all that mattered to her. Her downfall, her muse, her worst distraction, her rhythm and blues......he was all of her. And she was all of him. And now that he's gone.....on the inside, she's almost as good as dead.

As Rachel got lost in her thoughts, she then heard a voice behind her.

DeWolfe: Hey.

She then turned around and saw DeWolfe leaning on a nearby tree branch. She quickly approached her.

Rachel: DeWolfe.

DeWolfe: My condolences to you, Rachel. I hauled ass over here as soon as I heard. *sighs* I'm sorry.

Rachel: Thank you.

They hugged each other tightly.

DeWolfe: Before I forget, someone wanted to have a word with you.

Rachel: Who?

Felicia: Me.

Rachel turned to her left as she then saw her.

Rachel: Felicia.

Felicia: Listen....I know we've had our differences all cause we loved the same man. But I was too selfish, I admit. I just....I couldn't get over the fact it was you he chose. Though....I had more in common with him than you. was always you; there's no doubt. I'm not saying I'll stop obsessing but.....*Holds her hand out*.....What'd you say?

Rachel hust stood there in her thoughts for a moment until she mildly smirked and shook her hand.

Rachel: Truce.

They nodded and as they were walking off along with DeWolfe, Rachel looked at her ring again, just fantasizing the thought of a wedding of them.....Carrie being her bridesmaid.....Harry as Pete's best man.....the thought couldn't help but to play he her head ever since. But then it faded as Rachel snapped back to reality and slipped into tears again as Dewolfe and Felicia had to hold her.

DeWolfe: I'm sorry.

Back at Queens cemetery, Tony and Harry on his crutch stood together as they stared at Peter's burial sight....

Harry: This won't be the end. Without him it's just us to stand together.

Tony: I'm aware of that. He finally made it to the Avengers. Too bad, he'll never get to fight as one now. I could finally have someone who I'd be happy to do every scene with for the rest of my life.

Harry: What?

Tony: Nothing.

Harry: *msighs'* I get what you mean. I failed him, in life. All these years, I blamed him for my father's death. But I'll make it up to him. I'll take his place in the Avengers.....if you'll have me.

Tony: In your condition?

Harry: When I heal.

Tony: We would have recruited you anyway. Someone told us....something terrible is coming......THANOS is coming.

Harry: Who's Thanos?

Tony: We don't know yet. But....we all have to stand when he comes. It'll be a war. Not just for Earth. But for the whole galaxy.

Harry: Then we'll fight.

The screen slowly cuts to Peter's tombstone zooming towards it with a sad familiar somber theme playing and......

~Cut to credits~

Post Credits Scene

We cut to where the camera shows someones legs and metal detector (Lol) and it beeps loudly when it hits Peter's grave. Thenthe camera zooms up and shows Deadpool throwing the detector aside and going down on his knees as he sighed.

Deadpool: Tisk tisk tisk.....Petey, Petey. You should have waited up for me, you dumb s**t.

His cell phone rang playing "A Spider-man theme" for a ringtone (The Toby Magurie theme) and it shows.....Logan in a "actual" banana suit (LOL)

He ignored the call, then took out a colored drawing of "Deadpool with serum" + "Revived Spider-Man" = "Rich Deadpool"

He placed the paper aside, took out a Assex needle with live powered serum and looks down upon the grave.....making a very brief decision.

Deapool: Don't worry, Spidey. I'll be very, VERY gentle. Much.

He throws it down and......

~Cuts out~

Hey yeah! I wanna shoot, baby!


  • Rachel Lang
  • Tony Stark (Iron Man)
  • Scott Lang (Ant-Man)
  • Wade Wilson (Deadpool)
  • Felicia Hardy (Black Cat)
  • Harry Osborn (HobGoblin)
  • Gambit


  • Rouge - Sacrifices herself and gets impaled by a pipe to save Gambit
  • Jesse Ryan??? - After getting slammed around like a rag doll, Ant-Man throws one of his disks and shrinks him into nothing
  • Spider-Man - Places himself along with Mysterio and gets pierced by the beam as well just before the building collapses.
  • Quentin Beck (Mysterio) - After being knocked unconscious, he falls into the hole where the portal comes out of and thanks to Spider, he gets impaled by the beam

Main Cast Gallery

More Coming soon......

Featured Songs

  • Song For Someone - U2
  • Last Day Alive - Chainsmokers


  • Avengers: Galaxy War......(Coming soon)


  • X-C 2: Rise Of Sinister
  • Avengers: Fever Of Rage
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