A/N: got inspired by the spiderman stories of BloodRave9 and MarcRios6 and thought why don't I give it a shot, hope you all like it!

3rd POV: New York, what used to be a place of clean streets, happy citizens and low crime rates has become the exact opposite.

Streets are filled with the bodies of human and mutant alike. Thugs are destroying and robbing banks, supervillains roaming the streets doing as they please and beating the shit out of the heroes that were supposed to protect them. Right now new York is split in 2, one end is held by the bad guys while the other is held by the avengers, xmen and fantastic four who are struggling to even hold it.

(In avengers Tower)

The avengers are licking their wounds after a horrendous defeat at the hands of rhino, electro, vulture, green goblin, scorpion and mysterio.

Iron man: how the hell did we lose to them?

Iron man's armour was mostly in pieces, sparks shooting out of the armour every few seconds. Around him were, captain marvel, spider woman, black widow, she hulk hawkeye, falcon and thor.

Captain marvel: we've dealt with skrulls, hydra, A.I.M, ultron even galactus but we can't deal with common thugs and guys like rhino?

She hulk: I can still feel the pain from those damn pumpkin bombs.

Hawkeye: you know, this is all the bugs fault! If he didn't quit being spiderman, we wouldn't be in this mess!

The women who have feelings for spidey frowned at the archer, not pleased with his words.

Spider woman: oh shut up Clint, you weren't even helpful, you were the first to be knocked out.

Hawkeye said nothing but scowled and went back to wrapping bandages around his broken arm. Soon captain America with his team consisting of himself, cyclops, wolverine, hulk, mile morales spiderman, the fantastic four, black panther and Emma frost. They have just come back from a failed mission against the brotherhood.

Black widow: what happened?

Captain America: we lost the X mansion.

That put a damper on everyone's already depressed moods. In his anger cyclops fired his eye beams at a wall.

Cyclops: how could we have lost?! They had common thugs deal with us and we LOST to those homo sapiens!!

Reed: perhaps if we build a super weapon and strike hard at the supervillains, we can end this chaos.

Iron man: good idea, perhaps we can use a condensed portion of the negative energy from the negative zone to power it.

Susan: no! No super weapons!! We've already had problems with your creations in the past.

Iron man: oh yeah? Name one.

Everyone: ultron.

Iron man said nothing.

Johny: how did spidey deal with this on a Daily basis?

Susan: no clue johny, no clue.

Susan went to the bar and sat down with her head in her hands.

Wolverine: has anyone heard from hope?

Emma: no, when everyone cut spiderman off for what he did and not believing him, Hope left the xmen and went freelance, last I heard she was taking down both mutants and humans criminals and is looking for her mentor.

Cyclops: why on earth would she fight her own kind, she is homo superior, she shouldn't-

Cyclops suddenly gets flung into the ceiling by the sudden arrival of Jean grey, clad in her pheonix attire, followed by storm who is leading a bunch of students who were from the X mansion Inside the tower.

Jean: and he wonders why we're not together again.

Cyclops slams back down.

Captain America: I think it's obvious what we need to, we need to find spider man.

Everyone had mixed feelings about this, some were anxious to see him, some wanted to apologise while others thought they were better off without him.

The thing: hey morales, you worked with spiderman, anyway to find him?

Miles morales: no clue, he just dropped off the grid.

Storm: well who would know?

Iron man: probably his students, so it'd probably be kamala, hope and anya but last I checked they were doing the same thing as hope.

The clicking of heels could be heard and Julia carpenter walks in.

Julia: fear not everyone, for I have found spiderman.

Hawkeye: perfect then let's drag him here and fix this mess.

Hawkeye gets flung into ceiling before crushing down, courtesy of Emma frost.

Emma: how annoying can you be?

Thor: let us create a search party and bring back the man of-

Jean: allow me to get him.

Everyone stared at Jean in confusion and suspicion.

Cyclops: why would you want to talk to the bug, he's not-

A Web hits cyclops in the mouth, courtesy of spider woman who was not pleased with cyclops insulting her work husband.

Meanwhile Jean wasn't sure why she spoke so suddenly until the she heard the pheonix in her subconscious speaking.

Pheonix: anansi, I can feel you close by, wait for me my love, I will find you and apologise for nearly killing you and love you for all eternity as I should have all those years ago.

Julia: no one but I will go to him. I don't think he will take kindly to seeing those who betrayed him.

With that Julia left to where spiderman was.

(Meanwhile at Parker industries)

Peter Parker couldn't be happier.

He was currently sitting in his office, his legs kicked up on his desk and a drink in hand. He was looking over a couple of reports that were just brought to him on his tablet. He was glad that he gave up being spider-man because now he was least stressed out and away from everyone that was ungrateful to him and honestly why would he help those who ruined him? He joined Tony starks side in civil war which led to his aunt may getting shot, he asked help from anyone like Doctor strange and even Tony himself but they didn't which led to him sacrificing his marriage with MJ and their unborn child's soul. He nearly died to a pheonix enhanced colossus and majik, and he nearly died to the inheritors. But when he actually died to doc ock by him switching bodies. He thought that his friends in the avengers, xmen and fantastic four would see the odd things he was doing but no, they just went on as normal not even bothering to question it and when they did, they thought he was a skrull and did a scan which confirmed he was human but never bothered to do a brain scan or have a telepath go into his head. When peter finally got his body back, his reputation as a hero was ruined and everyone turned their backs on him and belittled him as if he was an annoyance, to make matters worse cops were trying to kill or arrest him.

So he gave up and focused on his company.

At first it was difficult but slowly and surely things were getting better, at one point stark tried to use fake evidence to try and absorb Parker industries but Peter had ways around it and have proof that the evidence stark showed was fake and as revenge used his own type of fake evidence to absorb stark industries into his company and now he had access to all of Tony starks toys and decided to do some amazing things with them in the near future.

When crime was on the rise, Peter knew that the big teams weren't gonna do anything about it because they were use to dealing with big threats, never looking out for the little guy. So he came prepared and had his people create a big arc reactor in his lab powered by quantum batteries that would create a shield around his building, another surprising thing was his alliance with ultron. How it was possible is simple, during his absorption of stark industries, Peter found out that Tony with the assistance of hank pym and Mr fantastic was planning to create another ultron with the same code that he was created with but putting limitations. He couldn't help but laugh as this would lead to ultron to rebel and start an all out war. So he removed those limitations and allowed ultron to fester in the stark system. Just by this simple act of kindness he could tell that ultrons metaphorical face was surprised. Peter later sent different files to ultron, mostly ideas and plans to advance human technology and humanity. Ultron always wanted to merge man and machine to bring humanity to the next step but he never saw it from a human standpoint or in this case peters. Peters way was to use nano machines to advance human physiology and implant devices into the nervous system of a person to help analyse any diseases in the human body and cure diseases, upgrade prosthetics and upload human minds into human android like bodies so that those that died young would live to see another day. Ultron and Peter would soon create a sort of mentor and trainee relationship as Peter would take the time to speak to ultron and tell him right from wrong unlike stark, pym and Reed.

Sometime later Peter came up with the idea to create ultron a body, normally he wouldn't do this for a villain such as ultron.

But then again, Peter wasn't really himself either.

You see when octavious was in his body, his persona fused with doctor octopus which was why otto was the way he was when in his body. When peter got his body back the fusion remained but with Peter was obviolsy the dominate half. With this in mind, Peter thought of things never thought possible and instead of feeling worried, he acted upon them, hence why he took stark industries and allowing ultron to fester within the system, because his Parker persona allowed ottos persona to bond and create the person who he is today. Peter took multiple blueprints of ultron from the stark archives to see the faults and strengths and got to work to make a body with all the strengths and no faults. With his enhanced mind it took Peter 2 days with no eat or sleep to create the body, he made sure ultron didn't know about it because he wanted it to be a surprise for the AI. When he presented the body to ultron, he could say he was proud because there was no noise made from the rogue AI, although not long later, ultron uploaded itself into it's new home and ultron opened it's eyes for the first time in a long time.

The body was a combination of vibranium and adamantium. He found both metals in remnants of an iron man armour that wasn't completed and had them put into the new body. Once getting a feel of it's new body. Ultron did something that shocked the former hero.

Ultron hugged Peter and called him father.

Shocking as it was Peter was quick to accept the father role and allowed ultron access to the entirety of Parker industries, allowing ultron free reign in the company within reason of course.

Timeskip a couple weeks and Peter and his 'son' ultron decided to upgrade the spider island that doc oc forced JJJ to give and turned it into a technological marvel.

(Ignore the avengers Tower)

They later created more ultron units to help build buildings, defences and a shield that also worked as camouflage. The reason for the city was due to a possible solution that Peter thought of involving a certain race. To get to and from, a portal was created so that people could travel to the island and back to new York, no one but the people that worked for Peter knew of ultron and the island and the former hero swore everyone to secrecy to which they swore as well after all, Peter was the reason Tony didn't absorb and fire them from the company.

It didn't take long before chaos ensued and new York fell into chaos. Peter did nothing but watch as explosions rippled across new York as his rogues gallery wrecked havoc across the city and it wasn't long before the rogues gallery of the avengers, xmen, fantastic four and the inhumans took part in it. It was here that Peter activated the shield in the lab and began sending messages to the people of new York to head to Parker industries where they would be safe as Peter also made sure to create multiple bunkers filled with enough food, water and housing to last people a multiple lifetimes, Peter may have given up as spiderman but as Peter Parker, he had a responsibility to the company and the city and he had free reign to do so. After a few months the big hero groups decided to deal with crime but it was too late. Thugs were upgraded with technology that was given to them by hydra and A.I.M that was created by some of starks former tech, reeds unfinished inventions and some of pyms technology.

A few weeks later Peter decided to slightly help the police force and sent them his own version of Iron man and hulkbuster armour, he even made a special armour based on pepper potts' rescue armour just for his new work wife, Yuri Watanabe with a note saying "made with love and care from your friendly neighbourhood spider cop!" Peter laughed every now and then when he remembered that.

Now in the present. Peter finished reading the reports and looked out the window to see new York still burning, apart of him felt sad that the city he defended was like this but another part of him felt glee that his former friends felt the same pain he felt. He was brought out of his thoughts by the metallic steps of his 'son' ultron.

Peter: is there something wrong ultron?

Ultron: no father, I am merely concerned for you.

Peter twisted his chair to face his 'son'.

Peter: why?

Ultron: my scans indicate that you are in distress.

Peter: distress? I-

Peter was caught off as a dark blue puff of smoke appeared in the middle of his office. Ultron acted quickly and raised his palm, hand beams ready. When the smoke cleared, Peter saw 3 familiar faces.

Peter: hope? Kamala? Anya?

Hope/kamala/anya: spidey?

The 3 women turned to face a shocked Peter before looking at ultron, the heroines got up and were about to fight the AI until Peter intervened.

Peter: wait, girl's don't fight (looks at ultron) stand down ultron, they're ok.

Ultron stared at his 'father' before slowly lowering his hands but keeping them fully charged. Peter knew the AI would sometimes meet him halfway when it concerned his wellbeing so he took what he could get. The former spider turned to face the 3 girl's who hesitantly dropped their stances but the tension was still seen in their frames however, it broke when kamala stretched her arms out to Peter, wrapped them around him and pulled him towards her in a big hug.

Kamala: you're ok!!!!

Anya and hope soon came over and joined in it. Peter wiggled his arms out of Ms marvel's grasp and wrapped his arms around his protoges. Peter then freed himself from it and faced the 3 girl's who looked like they wanted the hug to last a little longer.

Peter: ultron, mind giving us some privacy please, I'd like to speak to them behind closed doors.

Ultron stared at his 'father' then the 3 girls before turning back to Peter and nodding.

Ultron: of course father.

Ultron turned and began leaving peters office ignoring the 3 gobsmacked expressions that the 3 heroines had. Just as the AI was about to walk past them, he paused and slightly turned his head.

Ultron: hurt father and your extinction will be at hand.

With that he leaves, the doors automatically closing behind the golden ultron.

The 3 heroines stared at the doors before slowly turning to a sheepish Peter who seeing their eyes wide just shrugs.

Peter: he gets like that sometimes.

Anya: ok, I think I speak for everyone when I say we would like an explanation to all of that.

Peter sighed and gestured them to take a seat at a couch that was against the wall, a table was in front of it and another couch opposite of it. Hope, kamala and anya take a seat together while Peter goes to a mini fridge and gets a couple of drinks out for himself and his guests and sets them on the table.

Peter: where would you like to start?

Anya: the beginning if you don't mind.

Kamala: specifically after the whole superior stuff.

Peter sighed, this was gonna take a while.

Peter: well after that whole fiasco.....

Peter went onto explain how everyone never spoke to him and kicked him out of all the teams he was on and belittled for the things he couldn't control, he spoke about cops opening fire on him and that no matter what he said or did, they wouldn't listen. He went onto say that Yuri (the only cop who knew spiderman wouldn't pull the stunts he did as superior spiderman) Suggested that he lay low till it all calmed down but both internally knew that things wouldn't be the same. Eventually it got to a point where some heroes like hawkeye and cyclops would attack him out of spite.

At that hope, kamala and anya made a mental note to give them the worst pain imaginable that not even wolverine would be able to fully recover from.

Peter then said that he couldn't take it anymore and gave up being hero and worked as Peter Parker, the CEO of Parker industries. He then went on to mention how stark tried to take his company away with fake evidence and failed and lost stark industries to Peter, allowing the former hero to use his technology and then explain how he found ultron and how the AI and former hero got to where they were now.

To say the 3 heroines were gobsmacked about that was an understatement and were gonna have a hard time believing ultron turned a new leaf.

Peter then moved on to say how he knew that the big leagues wouldn't do anything about the rising crime rate and prepared for the outcome and when it did happen, Peter sent a message to people telling them to head to his building for safety because despite quiting as spiderman, he still couldn't resist helping just a little bit.

Hope, kamala and anya smiled at their mentor, even out of uniform he still helped those that needed it and were happy to be taught by someone like him.

He showed them a holographic image of his newly improved spider island to which they were awed by it, when hope asked about it, Peter just responded it was a possible solution to an issue that's been happening since he got caught with 2 certain races and didn't elaborate further. He then moved on to say that despite the hate the cops gave him as spiderman, he still sent out his versions of Iron man armour to them to even the odds against the crime they were facing. After he finished talking, he gave his guests some time to absorb everything they were told about. Once he was sure they took everything in, he spoke again.

Peter: you know, I found out that you girls been kicking ass by yourselves, I'm proud of how far you 3 have come.

This caused the 3 to blush and look down or to the side at the praise.

Kamala: y-yeah Well we had a good teacher.

Peter smiles. Before they could continue, Peter's spidey sense tingles causing him to stiffen and immediately stand up. His protoges who see their mentors change in demeanor stand up as well and were about to ask what was wrong but didn't need to because-

???: Peter.

Julia carpenter has entered the building.

Peter: (emotionless) Julia.

Anya quickly got in front of Peter, fighting stance at the ready with kamala and hope not to far behind. Julia raises her hands in surrender.

Julia: I just want to talk-

Peter: talk, or order?

Julia: I have never-

Peter: don't deny it Julia, whenever the world or the multiverse was in trouble, you practically manipulated me, ORDERED me to do the dirty work, always being cryptic when it comes to dangerous situations which has caused me to nearly die COUNTLESS times!!!!

Julia flinched at that.

Anya: let's not forget that you have the power to see the future Julia, you could've prevented Pete from suffering so much pain.

Julia said nothing as she knew the female spider was right.

The doors to the room suddenly blew open and in came ultron with multiple copies of himself, aiming their hand beams at the intruding madame Web.

Julia took a step back at seeing the AI.

Julia: ultron?! But how-

Ultron: you can thank stark, pym and Richards for me being reborn, they were foolish enough to believe that they could control me once more but my true father, Peter Parker has freed me and shown me the way for my vision to be realised and just like pinocchio. I'm free, there are no strings on me.

Julia looked at Peter in shock.

Julia: Peter how could you?

Peter: simple really, I took the time to teach ultron, show him another way and allow him to be free.

Julia: you know what he's done in the past Peter! He can't be trusted!!

Peter: JUST LIKE YOU CAN'T EITHER!!!

Everyone besides ultron and his units flinched at the yell.

Peter: (quietly) tell me Julia, did you know?

Julia looked at Peter confused.

Julia: did I know wha-

Peter: don't bullshit me on this Julia. Did. You. Know. What was gonna happen between me and otto?

His Parker persona wanted to deny that she knew as the future could always be altered and Julia simply didn't get to foresee it in time to stop it however, his otto side knew that carpenter knew that what was gonna happen to him and didn't bother to stop it.

Julia stayed quiet for a moment, before answering quietly.

Julia: yes.

It was eerily quiet, Peter clenched his hands into fists, he so desperately wanted to hit something but he held himself back but it was oh so close. Instead he went to a cupboard that held alcohol and grabbed a bottle of whiskey and a glass, poured some into the glass and downed it in one gulp and slammed the glass down. Peter took a one big sigh before turning to Julia.

Peter: can't say I'm surprised that you knew. (Walks behind his desk and sits in his chair) all that power, but zero responsibility to fucking use it.

Julia: Peter listen, I- we need your help.

Peter: we? Who the fuck is we? (Looks at ultron) ultron, you can lower your weapons, she won't do anything, (looks at Julia) at least not yet.

Ultron stared at Julia before he and his copies lowered their hands. Ultron ordered his units to return to their duties. Hope, kamala and anya moved and sat on the chairs near peters desk and stared at Julia whilst ultron moved to stand next to his father, analysing madame Web.

Peter: if you're referring to the avengers, xmen and fantastic four, then why should I? Because they were my friends? My teammates? People I trusted? Well guess what, they weren't there when I needed them, they left me for dead and belittled me and treated me like a goddamn criminal!

Julia: Peter please! They're not gonna last long, they need you to save new York, please, the people need spiderman, the world needs you! (Quietly) I need you.

Peter stared at Julia, his face not showing any emotion. Julia stared back her face showing no emotion either but inwardly she was nervous. She was dealing with a different person now, this wasn't the same man that saved the day with a smile on his face, this wasn't the man that she secretly held feelings for, this was a man who would gladly watch the world burn and do nothing to stop it. Peter himself was wondering how Julia could have the nerve to come into his building and plead for his help, where was she when he needed saving, and the other heroes wanted his help? HA! He found it amusing.

Peter was about to decline until he paused himself and a gleam entered his eyes, something ultron was able to pick up due to the AI scanning his brain patterns and detected an odd pattern.

Peter: you really want my help Julia?

Madame Web nods her head, her posture showing she is very serious.

Peter:.....fine.

Julia looked straight at Peter mouth agape with anya, hope and kamala not far behind. The current madame Web wanted to go up Peter and hug the life out of him but before she could, a huge explosion appeared nearby Parker industries. Peter, without looking at it continues to speak to Julia.

Peter: you should probably get going Julia, I'll be down to deal with it in a moment.

Julia looked like she wanted to say something but stopped herself and simply teleported out of the building, intent on letting the heroes know that spiderman will be assisting them, not seeing Peter smirk but his protoges did.

Hope: what are you smirking about?

Peter: oh nothing, just that I'm planning to do what I told her.

Anya: you can't be serious, after everything they did to you?!

Peter: oh don't worry anya, (gets up from his chair) I plan to help but from now on, I'm doing things MY way. They expect me to be the joking and loud mouth spider that they all knew, well too fucking bad, (looks at ultron) ultron activate S.O.A.

Ultron nods his head before his eyes glow and a circular container appears out of the ground and opens up to reveal a very familiar suit.

Kamala: is that-

Peter: yep, (looks at his protoges) you can stay here and rest while I deal with the shitstorm out there.

Hope: you kidding? We just found you and now you're gonna leave? Nah uh, no, niente, nein. I think I speak for kamala and anya but we're coming to help you.

Peter looked at his students who stared back at him in determination. Peter couldn't help but smile at them.

Peter: alright then, let me make a quick call first.

Peter reaches into his pocket and grabs his phone and dials a number before putting it to his ear.

Peter: hey red it's me..... yeah listen think you could help me out?........... (smirks and looks at the lenses of his suits mask) perfect.

(Cut to times square)

Cops in various hulkbuster and Iron man armours and Yuri in her own custom made armour are engaged in a fight with with criminals being led by rhino, electro, taskmaster and Mr negative. The heroes that were currently assisting the cops were the avengers, xmen and fantastic four who are failing miserably against them.

Captain America: keep pushing!!

Hawkeye: we're trying but- Ugh!!!!

Hawkeye got a lightning blast from behind by an arriving doctor doom, carrying Franklin and Valeria in a energy bubble that's neutralising their powers. Behind him was red skull with his hydra army decked in some power armour and robots.

Red skull: ah captain, look at you and your fellow heroes, on your knees. How brilliant.

Iron man: don't think this is over skull!

Mr negative: oh shut up stark, look at this city (motions to everything around it) we own it! And no one can stop us, not you, not the cops and certainly not spiderman!!!

Hearing that name brought shame and regret to most of the heroes as they drove away the one person who could bring hope to the city and it's people.

Cyclops: please we don't need that bug to save us, he's weak.

Doom: it's amusing how a dog likes you barks loudly but does not have the bite to support it.

Susan: Victor, let my kids go!!!

Doom: and why should I? As far as Doom sees, you are in no position to make demands, your children will be better off with me.

Electro: (groans) enough talk let's fry these guys.

Yuri: like hell you will sparkplug!!

Yuri rockets towards the the enemy, firing rockets and repulsors, taking out multiple enemies before confronting a charging rhino and electro. The cops and heroes attack as well but are slowly being pushed back. Yuri holds rhino's horn, her feet skidding against the road before firing a unibeam at him and hovering in the air to avoid a negative blast from Mr negative but was unable to stop herself from getting shocked by electro. Yuri screamed in pain as she felt most of the force of the lightning, her armour taking most of the damage. Yuri gets flung by the attack, skipping across the ground like a pebble skipping across water. Her suits systems were short circuiting and would take a few seconds to reactivate fully, unfortunately she didn't have enough time as rhino grabbed a car and tossed it at the downed cop.

Yuri (in head): guess this is it for me.

Yuri closed her eyes, accepting her fate until-

THWIP THWIP!!!

The car gets caught in a giant spider Web. Everyone paused as they saw the giant spider Web, the heroes knew that the spiders currently with them didn't do it as they were in the scuffle. Yuri opened her eyes and when she saw the Web she knew only one person who would do this and would show up at the last minute.

Yuri: (quietly) is he really?

A red laser beam suddenly appeared from the sky and destroyed a portion of hydras robots followed by gigantic hands slamming the ground creating shockwaves that knocked out another chunk of the bad guys. Webs soon appeared wrapping around criminals and slamming them together and into buildings before being webbed up into cocoons. Suddenly a puff of blue smoke appeared in the middle of the paused battle to reveal hope, anya and kamala.

Spiderwoman/captain marvel/cyclops: anya/kamala/hope?!

Hope: sorry we're late-

Anya: we were a little-

Kamala: busy catching up with a certain someone.

Black widow: wait, does it mean that what Julia said was true? Is-

???: what's up fuckers?!?!

Everyone looked up to see a silhouette descend upon them with four metal spider legs coming out of the person's back.

This was none other than Peter Parker, AKA-

The superior spiderman.

Yellow sparks eminated from spidermans hands before he slammed them into the ground as soon as he landed and yellow lightning surged towards the villians, shocking a half of the ones that were still standing.

Spiderman stood up and turned to face the heroes who were looking at him in shock, weariness, lust, admiration and hate.

Susan: (whispering with tears in her eyes) Peter.

Carol: (smiling happily) spidey!

Black widow said nothing though her eyes showed how happy she was.

Jean was ecstatic to see spiderman then wondered why she kept feeling the way she did to the arachnid before she heard the pheonix within her speak.

Pheonix: anansi, anansi is here! Just within reach! My love we can finally be together again!!

Spiderwoman: (happily) my work husband is back.

Hawkeye aimed his bow and arrow at the spidey themed hero.

Hawkeye: stand down bug!! We don't need you here!

Iron man: go away brat, you're not helping.

Cyclops: leave now homo sapien! You're not welcomed here!

The girls who had feeling for Peter glared at them in disdain as well as some of the other heroes. A thug decided to take the initiative and attack spiderman from behind with a negative blade but before he could do so. He was suddenly stabbed in both arms and legs by spideys metal arms without looking. That shocked eveyrone silent as spiderman wordlessly turned and raised both arms and fired a red lightning venom blast at the thug, sending him flying and crashing against a van. Spidey disengaged his spider legs and looks down at his suit and wiped some blood off.

Spiderman: (quietly) damn moron got some blood on my suit.

Spiderman turned to see the still downed armoured yuri facing him. Wordlessly and without acknowledging the villains and heroes walked to his new work wife. Once he was close enough, he crouched and stared at her armoured face.

Spiderman: hey yuri.

Yuri: hey yourself.

The 2 stayed silent after that and just stared at eachother but it was eventually broken by spiderman.

Spiderman: can you move?

Yuri: no, the armour is glitching.

Spiderman: a simple fix.

Spiderman creates a hologram infront of him and starts typing on it, hacking into the armour and fixing the issues with it. The armour was functional and yuri sat up.

Yuri: thanks.... (jokingly) spider cop.

Spiderman smiled behind his mask.

Spiderman: (gruff voice) anything for my good captain.

Rhino, tired of being ignored grabs a damaged tank and tossed it at spiderman. Said spidey felt his spidery sense tingle and spoke out loud.

Spiderman: a little help red?

The heroes assumed he was talking about hope but were shocked by who came to the rescue.

A figure ran passed spiderman and yuri before catching the tank.

She hulk: oh you're kidding me.

Hulk: could it be....?

Red hulk: are you serious right now?

The person holding the tank lifted it up a bit to reveal-

Red she hulk.

The red female hulk smirked before tossing the tank to the side. Spidey grabbed yuri by the hand and lifted her up as he stood up and faced red she hulk.

Spiderman: hey red.

Betty turned to face Peter.

Red she hulk: (smirks) heeey tiger~~

The sultry tone that was used did not escape anyone and many questioned what their relationship was. Spiderman turned to the remaining villians standing.

Taskmaster: what are you doing here spiderman? Thought you gave up this life.

Spiderman: so did I, but (motions head to heroes) turns out that some people just don't know what they've lost until they actually lose it. (Looks at valeria and franklin) hold on kids, uncle spidey will get you out of there.

Doom: and how do you propose to do that?

Spiderman raises his left hand and snaps his fingers and suddenly a red beam hits doom in the back making him lose the forcefield containing the children. Franklin grabs his sister and teleports to spiderman. The children of the Richards hug spiderman tightly.

Valeria: (crying) you came back.

Franklin: (tearing up) we knew you would.

Spiderman: (holds them) as if I'd let you 2 get hurt, (looks at the villians) one chance, surrender now.

Electro: or what?!

Spiderman: answer me this everyone, what is the only path to peace?

Before anyone can answer, a figure suddenly crashed in front of spiderman, kicking up dust and debris, the only thing that could be seen was two glowing red eyes and mouth.

Spiderman: the answer, is-

The dust clears to reveal ultron in his golden glory followed by his many copies of himself shocking everyone.

Ultron: their extinction.

Iron man: ultron?!

Wasp: how is he here?!

Spiderman: you can thank stark, pym and Richards for that, they were planning to create him again.

Spiderwoman: what the fuck stark?!

Iron man: we knew what we were doing-

Wolverine: you call recreating a genocidal AI knowing what you're doing?!

Ignoring the squabbling, spiderman stared at the villains.

Spiderman: so, before we get started, does anyone want to give up? Because let me warn you all now, I'm not the same spiderman from the past, I WILL kill you all if I need or want to.

The villians arrogantly stood their ground, despite half of the army taken down, they believe they can take down spiderman.

Spiderman: fine suit yourself, ultron, (the AI looks to him) you know what to do.

Ultron turned away from his father and hacked into hydra's mechs and robots and having them turn on the villians and began opening fire and attacking everything in their path, ultron and the rest of his copies flew in to fight with the main ultron battling it out with doom, hope was fighting electro, kamala was dealing with rhino and anya was handling Mr negative leaving red skull and taskmaster. Spiderman looked at his former friends.

Spiderman: I'll leave those 2 with you, I mean it can't be that hard to deal with them can it?

Cyclops: are you mocking a homo superior bug?!

Spiderman: I don't know am I? And as for superior, the only person superior in this city is me.

Luke cage: spidey, how could you bring back ultron? After everything he did-

Spiderman: he did those things because no one taught him right from wrong, I mean look at who created him, (points to Iron man) one is a self absorbed asshole, (points to hank) another has the same level of arrogance as hawkeye (points to reed) and he doesn't even look after his kids and treats his inventions like they're more important than anything in the entire world. Now then, I've got better things to do than talk with you, deal with skull and taskmaster and anyone else that comes by, ultron and my protoges will provide the assist while myself, Betty and yuri are going to take down the double G.

Wolverine: let us help-

Spiderman: no thanks.

Before anyone could say anything, Spiderman gave a quick hug to Franklin and valeria, turned and ran before swinging away to oscorp with red she hulk lunging and yuri flying behind him.

(Mini timeskip)

After taking a few stops to help and take down/kill some bad guys, they eventually made it to he front entrance of oscorp. Yuri blasted the doors to it open and the trio began walking through the building, spiderman hacked into oscorps systems and disabled the security and defense systems. Getting into an elevator, Peter pushed the button to the top floor, the doors closed and the lift started going up with some music being played. Yuri was slightly awkward as it's been a long time since she's seen spiderman and can tell he's changed since they last saw eachother. Fortunately for her, spiderman broke the silence.

Spiderman: how are you yuri?

Yuri: good, better now that you're here, maybe this mess can finally be over and I can finally sleep in my nice bed.

Spiderman chuckled at that.

Red she hulk: won't you have to deal with paperwork first?

Yuri paused before silently muttering a word.

Yuri: (whispering) shit.

Spiderman: don't worry, I'll get someone to deal with it.

Yuri: how?

Spiderman: I've got my ways. By the way, how's dewolff?

Yuri said nothing for a moment, causing Spiderman to slightly worry.

Spiderman: Yuri, what happened Jean?

Yuri:.... she's in critical condition.

Spiderman tensed up, his hands were balled up into fists. Seeing this, Betty puts a hand on the spiders shoulder and gives a comforting grip, he slightly calmed down but his anger was still there.

Spiderman: (seething) what happened?

Yuri: she and her squad got jumped by scorpion, shocker and carnage. Damn bastards were slaughtering everyone in their path, Jean ordered her squad to retreat while she tried to hold them off, stupid decision but she still went with it. They cornered her and tortured her. When I got to her, she was covered in acid burns, her right arm was partially attached to her and most of her bones are shattered. I don't know how she's still hanging on but she is, I honestly think she's on borrowed time and it won't be long till she's gone.

Spiderman: (determined) not if I have anything to say about it.

Spiderman brought up a holoscreen and began typing a message to ultron before closing it.

(With ultron)

Ultron fired a beam at doom who conjured a forcefield but was skidding back. The android put more power into it and eventually broke the forcefield and sent doom crashing into a building. Ultron was about to follow before he paused and received a message from his father. Once reading it, he ordered some of his ultron units to head to the hospital holding Jean Dewolff and take her to Parker industries for treatment and most likely add minor cybernetics for any damage that couldn't be repaired.

He then chased after doom.

(With spiderman)

Yuri: what did you do?

Spiderman: try and save her life.

Yuri said nothing, while she was slightly skeptcial that he could, it didn't make her not believe him.

When the elevator doors opened, they were greeted to the sight of Norman Osborne looking down at the warzone.

Norman: ah Debra, are you here (Turns the chair around) to.....

Norman looked surprised to see the 3, especially spiderman.

Norman: how did you get past-

Yuri raised a repulsor and blasted his arm right arm off. Norman yelled in pain and collapsed onto the floor, grabbing a green vile in his pocket, he drank the concoction. His body began to mutate, his skin became green, wings protruded from his back and his body began to build up. Osborn was now in his goblin form.

Red she hulk: (smirks) compensating for something?

A roar was the response and he began to charge at the 3 heroes with Betty meeting him halfway.

(Outside of oscorp)

The building exploded with red she hulk tackling goblin all the way down to the ground. Spiderman and yuri jumped/flew down to fight Osborn although it wasn't really a fight it was more of massacre. Despite goblins transformation he was still lacking an arm and was taking a lot of damage from red she hulk while yuri and spiderman attacked from behind or the sides, it came to a conclusion when Betty jumped on goblins back, grabbed his wings and began pulling on them until they were ripped off of Osborns back, Yuri fired her unibeam at osborns other arm, burning it away. Goblin kneeled to the ground in pain as he was unable to continue fighting, spiderman got in front of him and raised his hands before flexing his hands a bit to show stingers (like scarlet spider).

Goblin: you won't kill me boy, you're too heroic for that type of thing, my lawyers will have me out and I'll do what ever I like and we'll continue this song and dance again and again and again.

Betty: (chuckles) oh osprick, if only you realised what's gonna happen to you now.

Goblin: what are you talking about whore?!

Neither Betty or spiderman said anything. Spiderman activated his holo screen and messed with it before pressing a button. The ground rumbles and osborn watches as his building exploded and erupts into flames before collapsing not long after.

Before the goblin could utter a word, spiderman slices his neck, making the osborn choke on his blood, red she hulk let's him go and watches as spiderman's greatest enemy's life leave his eyes, it didn't take long for the body to go motionless.

Red she hulk: that was too easy.

Spiderman: of course it was, this osborn is a clone.

Yuri: if that's the case, where's the real one?

Spiderman: hiding like the coward he is. (Shrugs) oh well, this is another opportunity for me.

Yuri: meaning?

Spiderman: I'll explain it all later.

Spiderman grabbed goblins head and slices it clean off and begins to climb up the remnants of osborns building with the 2 women following. Once they got to the top, they were welcomed to the sight of ultron prime and his sentries surrounded by villains and criminals either surrendering or dead. Most of the heroes were down on the ground because they surprisingly had trouble against red skull and taskmaster. Spiderman looked for any sign of doom but couldn't find the foreign leader.

Spiderman (in head): must of escaped back to Latveria.

Ultron prime saw his father and flew to his position. Landing with a soft thump, he gave Spiderman a nod and stood beside the returned hero. Every hero, criminal and villain looked up at spiderman with said hero lifting goblin's head in the air. The heroes (besides kamala, anya and hope) were shocked, Spiderman was never one to kill but seeing him holding the head of his nemesis was beyond unbelievable. They realised that this wasn't the Spiderman they all knew, he was someone who wouldn't hesitate to kill to get results, add on the fact that he could use venom blasts similar to Miles made the Webslinger even more dangerous. The criminals and villains (those that were fighting the the heroes) were scared, they were now worried that if they ever tried to do any horrible acts then their lives would be forfeited. Kamala, hope and anya headed to where spiderman was, the 3 heroines giving and seeking attention to their mentor, Franklin and Valeria teleported to spiderman and gave the hero a hug to which Peter returned with great enthusiasm. Civilians and cops alike soon began to leave their hiding places and gave a round of applause for spiderman and his group, thanking them and mostly spiderman for saving their day and hoping they could get rid of the rest of the bad guys. Betty walked next to Peter and leaned down a little so she could whisper in his ear.

Red she hulk: (whisper) how's it feel to be back on the limelight?

Spiderman: (whisper) not much different, by the way thanks for helping me, you didn't have to.

Red she hulk: (smirks) what are friends for, (smirk gets wider) or better yet, what are girlfriends for?

Spiderman: you were serious back then weren't you? About wanting to be in a serius relationship with me?

Red she hulk: of course I was, me and you have been in our own separate hells. When we found eachother, we comforted eachother and looked out for one another, how could I not fall for a guy like you? You literally pieced me together into someone better.

Spiderman: (sheepish) gee, I feel bad for not noticing any sooner.

Red she hulk: not your fault spider, (smirks) now then~~

Red she hulk suddenly picks up spiderman by his uniform catching everyone's attention, the females that loved spiderman, suddenly had a bad feeling.

Red she hulk: what was it that red headed ex of yours told you? Oh yeah, face it tiger~~ you've just hit the jackpot~~~

Red she hulk lifted spidermans mask to only reveal the bottom half of his face and kissed the arachnid.

(Mini timeskip)

Peter was back at his company building and out of his costume, after making out with red she hulk, the 2 said they're goodbyes to their allies ans had ultron prime teleport them back to Parker industries where Peter was just sitting in his office staring out the window, enjoying the silence. The door to his office opened up and he slightly turned to see his girlfriend Betty (still as red she hulk) walking to him in black high heels and dress.

Red she hulk: hey good lookin~~

Peter: hey yourself~

Betty walked passed peters desk and sat on her boyfriend's lap and pressed her lips to his just for a moment before breaking away and staring at the amazing view that Parker industries offered.

Red she hulk: you think anything could trump what we did?

Peter: no and besides, what could go wrong?

If only he realised what he was just asking for.

A/N: hey guys, hope you enjoyed this, sorry if it feels rushed in some places, I'm tired and got a busy day tomorrow, thanks for reading and as always.....PEACE✌✌

P.S. HAPPY HALLOWEEN!!!!!🎆🎆🎆🎆👍👍👍