[No One Pov]

The battle of Union rages on as both sides did not back down, while the heroes were superior in power, they couldn't match the resistance determination.

The entire world was watching the entire battle, some were cheering for the heroes while others, mostly Faunus, Demi-Humans and Powerless, were cheering for the resistance.

Unannounced to the heroes nor the world, the resistance attack on Union sent out a signal to all resistance cells across the Globe to mobilize.

[---New York Resistance Cell---]

Within the Resistance Cell of New York, we could see the resistance members were gearing up and mounting their vehicles.

And then, there were the leaders of the cell, former villains known as the Sinister 6, after a certain web head was betrayed by other heroes and the city itself.

Octo: Everyone ready to attack?

Vulture: Yes, we're ready.

Rhino: This wouldn't be an easy attack.

Scorpion: Most of the Avengers are in Japan, due to the attack on Union Academy.

Electro: They took most of their powerful and most experienced with them, leaving New York weakened.

Sandman: And with Spiderman gone, Fisk and his men alerted the other villain groups to attack, weakening the city even more.

Octo: Yes, after all, only us villains knew that I was in Spiderman's body when I become the Superior Spiderman and yet, they just continued to betray and belittled him.

Electro: Yes, it very sickening, especially when Ironman was his former mentor.

Vulture: However, I am concerned, can we really trust our new member.

Octo: Yes, I can. After everything they had done to him, he was more than willing to join us.

???: Yes, and with both of us, the city will fall under our control.

Octo: How does it feel to be back, Ultron?

Ultron: Much Better and much appreciated. After being revived, I was able to gain access to the Avengers network and Shields.

???: Then, we should process with the attack.

Octo: Agreed. But I would like to remind you, this is your last chance to turn back, because once we attack and they will see you, there's no going back to your old life. Are you sure you want that, Parker?

Spiderman: Yeah, I'm sure. After putting I had into becoming spiderman and sacrificed everything for this damn ungrateful city, the only thing IO get back in return was glared and insults. If this city doesn't want Spiderman, then they don't deserve Spiderman to protect them.

Octo: Ok then, let's move out.

Sinister: Right.

Vulture, Electro, Sandman and Ultron fly out of the base, as the others mounted the vehicles as they started to drive towards the city.

Octo: Fisk, we're on the move, do what you do and distract the cops until we arrive.

[---Fisk Tower---]

Within the bottom floor of Fisk Tower, we could see Fisk men were gearing up around attack, as Fisk stepped out of the elevator.

Fisk: Understood Octo, we'll stall as much as we can.

Fisk hangs up the phone as he looks to see other reformed villains within the Resistance.

Fisk: Alright men, Octo and the other are on the way, do what you do best and let's take down this no good, corrupted city.

Men: Yeah!

Norman: I'll deal with that bastard J. James Jameson.

Harry: And I'll deal with MJ and Peter's exes. No one breaks my bestfriend's heart and gets away with it.

Fisk: Good, I'll take care of the Corrupt Police Commissioner.

Harry: Then, let's move out.

Fisk: right, men, go out and attack!

Men: Yes sir!

As Fisk Men rushes out to their vehicles, both Osborn and Harry take off to their assigned targets.

And then, within minutes, New York was turned into an all-out war zone.

The Supermax Prison known as the Raft was attacked and all of their prisoners were released, due to the Rhino and Octo.

The police force was overwhelmed by the Combined forces of Fisk's men, Electro and sandman, as numerous police stations and precincts were destroyed and/or abandoned.

Ultron personally led an attack on Avengers Tower, where he and his robot army exterminated all shield personnel within the building and gained full control.

The Avenger's Tower was now being used as The Resistance HQ as the resistance members were hunting other corrupted heroes and cops.

Fisk and a few of his men stormed the Police Commissioner Headquarters, and killing off the Corrupt officers inside, until they reached the Corrupted Commissioner.

Fisk: Commissioner.

Commissioner(corrupt): Damn you Fisk, you should have stayed in your place!

Fisk: You think I'll obey after what you and this city did to spiderman, after everything he has done for you?

Commissioner(corrupt): Ha! We never needed that menace, if anything, we were only using him because the other heroes were busy doing actual hero work. That bug should have never existed.

Fisk: And now, he works with the resistance and us as well, with most of the Avengers in Japan dealing with Union's problem, it left you all vulnerable.

Commissioner(corrupt): Damn you, You Damn Villains!

The Corrupt Commissioner pulled out his handgun and was about to shot Fisk, when someone else shot the corrupt commissioner in the head.

???: That'll be enough out of you.

Fisk: Thanks for that, Frank Reagan.

Frank: No problem.

Fisk: You're forces moving into the city?

Frank: Yep, The Non-Corrupted Cops are moving to the other precincts that haven't been attacked yet and my sons, Danny and Jamie leading their respectable assignments.

Fisk: Understood, I'll send some of my men to support yours.

Franks: Thanks Fisk, when this is over, let's have a drink.

Fisk(smile): I'll be honored, Resistance Commissioner Reagan.

Fisk left the office, as Frank sat down in the Commissioner Seat.

Somewhere within the city, we could see Spiderman was fighting some corrupted heroes that were under the Avengers and Shield Control.

Hero(Corrupt/1): Surrender you damn Menace!

Hero(Corrupt/2): Yeah, you shouldn't have become a hero!

Spiderman: I was a better hero than any of you! And Ironman was nothing but Egotistical Hypocritical Asshole!

Hero(Corrupt/3): Shut your mouth, You're nothing but a good for nothing villain!

As the heroes lunged at him, he dodged them all and was ready to fight them all off.

When suddenly, black web appeared and wrapped around the heroes, slamming them down into the ground.

Spiderman: These webs... is this...

???: It's been a while, Spiderman.

Spiderman turned around to see another hero that went rogue when he was betrayed.

Spiderman: Venom...

Venom: It's been a while, hasn't it?

Spiderman: Yeah, it has. So, you joined the resistance too, huh?

Venom: Yep, I did. Due to what the Avengers did to you, plus the city turning on us for believing you over the Avengers.

Spiderman: Damn. Ok then, let's take down these fake heroes.

Venom: Hahaha! You got it!

Spiderman and Venom lunged at the corrupted heroes.

Within Avengers Tower, we could see Fisk was on the top floor as he was walking towards Ultron.

Fisk: How it going, Ultron?

Ultron: Better than expected. We have most control of the city while the others are hunting down the remaining corrupted heroes and law enforcement.

Fisk: Now, anything about the status of Japan?

Ultron: Nothing much, it seems that the resistance there are pushing through into Union Academy and surrounding their entire city of Vale.

Fisk: I see.

Ultron: However, it seems we might have something coming.

Fisk: Like what?

Ultron: it seems like the Natural Guard are finally deployed and sending to the city.

Fisk: How many?

Ultron: 4 Infantry Brigades and 2 Armored Companies.

Fisk: That's a lot of firepower, but nothing we can't handle.

Ultron: I already send 6 Battalions of my Sentries, but I might need more help.

Fisk: You have access to the Iron Legion?

Ultron: I'm about to and I also have control of Ironman's Armor Armory.

Fisk: All of them?

Ultron: All except the one in Japan.

Fisk: Ok then.

[---Vale City---]

Within the city of Vale, it was under siege as the resistance was keeping an offensive and defensive across the Vale, making Union Reinforcement difficult to enter.

At Union Academy, the attack was spreading across the entire campus, heroes and huntsmen were facing inquisitors after inquisitors.

Most of the Union Dorms were gone, UA Building were abandoned and turned into an indoors battles, and beacon was now the center of attention.

Within the underground, subterranean prison, Atlas Soldiers were guarding the prisoners, unknown to them resistance soldiers.

Atlas(1): Why must we be here guarding these villains?

Atlas(2): Shut up. We have our orders to make sure they don't escape.

Atlas(1): Yeah, but still, we should be fighting up there!

Atlas(2): Oh, be quiet.

Atlas(1): Tch.

Atlas(1) looked back at Merlin as he got a perverted look on his face.

Atlas(1): Oh, you have to admit, that Merlin chick is sexy as fuck.

Atlas(2): Dude, no. Don't do this.

Atlas(1): What? I was just commenting.

Atlas(2): You're being perverted again.

Atlas(1): How can you say that?

Atlas(2): Look down.

Atlas(1) looks down to see his boner.

Atlas(1): Alright, first of all, don't say a word.

Atlas(2): Fine.

Atlas(1): And two, cover me.

Atlas(2): Asshole, no.

Atlas(1): Just shut up and leave me to my "duty"~.

Atlas(2)(sigh): Fine but make it quick.

Atlas(1): Oh, don't worry. I'll be really quick~.

[!!!WARNING: R**E ATTEMPT!!!]
[I'LL SAY THIS ONCE, I DONT LIKE FORCE SEX OR R**E UNLESS ITS MIND CONTROL! SO DONT BLOW ME UP IN THE COMMENTS!!!]

Atlas(1) then opened the prison cell door and closed it behind him, as he was looking at Merlin while licking his lips.

Atlas(1): Well, it's very unfortunate that you're a villain, Merlin~.

Merlin: Oh, and how so?

Atlas(1) smirked before snapping his fingers, the chains pulled Merlin into the air and in position where her legs were open in front of him.

Atlas(1): Well, for one, you are right now, so vulnerable to me~.

Atlas(1) then rubbed his hands against her thighs as she didn't feel anything, much to Atlas(1) annoyance.

Atlas(1): hmmm, resistance to pleasure, huh? How about this~?

Suddenly, something was shot into Merlin's ass cheek, as she was then starting feeling pleasure and heat, much to her shock.

Merlin(blush): W-What is this?

Atlas(1): Oh, that? Hehehe, that would be the drug that contains a high dose of aphrodisiac, from our dear friend, Vult before you and your rebels killed him. And we have plenty of it remaining~.

Atlas(1) rubbed Merlin's thigh again, only this time, she gasps as she was trying to hold back her moans.

Atlas(1): Oh, so I did get a reaction out of you~? And as I can see, you like it~.

Merlin(blush): N-No, I don't. Why would anyone like this?

Atlas(1): Your natural instinct is still of a woman. And women sometimes need to release~.

Atlas(1) then grabbed her breasts, and began to fondle them, slowly as Merlin was breathing heavily while holding in her moans.

Atlas(1): Hehehe, how weak you've fallen~. All because of a drug~.

Atlas(1) then grabbed hold of her outfit, before tearing off it completely, leaving only her panties on.

Merlin(blush): H-Hey! Don't look there!

Atlas(1): Oh, Now I must see~.

Atlas(1) looked to see that her panties were all wet.

Atlas(1): Oh, You're so wet Merlin, you're so a slut~.

Merlin(blush): N-No, don't touch me!

Atlas(1): Too late~.

Atlas(1) then slid two fingers into Merlin's wet pussy, as Merlin eyes widened as she no longer contains her moans.

Merlin(blush): Ahhh. N-No, please, don't.

Atlas(1): Oh no, I'm only just began~.

Atlas(1) then undid his pants as leans closer to Merlin as she could feel his cock was pushing against her.

Merlin(blush): N-No! Don't put it in!

Atlas(1): Here we go~.

As Atlas(1) was about to put it in Merlin...

When suddenly...

Gunshots could be heard as Atlas(1) dropped to the ground, dead, as Merlin looked to see Ruka, holding a smoking gun.

Merlin(blush): R-Ruka...

Ruka: Oh my god, Ruka!

Ruka rushes into the cell and shot off the chains, merlin dropped to the ground as a blanket was covered around her.

Merlin: T-Thank you...

Ruka: No problem. Let's get you out of here.

On the surface, we could see Justin was facing off against Aizawa, All Might, Midnight, Precent Mic and Nezu, who was in a mecha.

[IRONMAN CREATED THIS FOR NEZU TO FIGHT]

[WHY CAN I IMAGE NEZU HAVING SOMETHING LIKE THIS?!]

AM: YOUNG VINES, PLEASE, DON'T DO THIS! SURRENDER TO US OR WE WILL USE FORCE!

Justin: You can try, and you will fail.

Nezu: Don't make us do this!

Justin: You were all responsible for all of this! Your Arrogance, Obviousness and Hypocrisy has brough all of this to your front door! All of you were so damn selfish, you never cared if I died, hell, you never cared to stop the bullying or the crimes other than the big ones!

Aizawa: Lets end this!

Present Mic sends a powerful soundwave of Justin, who stood his ground, unaffected.

Midnight: What the?!

Nezu: How?!

Justin then took a deep breath, before sending a powerful soundwave of his own, however, it was so powerful that the ground was tearing apart.

The soundwave hit Present Mic, injuring him as he was sent flying through the UA School building.

Midnight: Present Mic!

Nezu: Midnight, focus!

Aizawa: Knock him out with your quirk!

Midnight: On i...

Justin: Too slow.

Justin appeared behind Midnight as he chopped her neck, making her fall unconscious.

Aizawa: Midnight!

AM: Eraser, use your quirk!

Aizawa uses his quirk on Justin as All Might rushes in for a punch, however, Justin then punched back with a punch of his own, creating a shockwave between the two.

AM: What then?! How?!

Justin: Eraser did cut me off from my powers, however, my body was altered to be as strong as you in your prime.

Justin then punched All Might in the weak spot as he backs up a bit, only to be kicked in the face and sent back.

Aizawa rushes in with his scarf as he tries to wrap it around Justin, only for him to grab the scarf and pull Aizawa towards himself and punch him in the face.

Justin then kicked Aizawa in the gut, sending him back into the wall of UA High.

Nezu: I won't allow you to disrespect our school!

Nezu rushes forward with his mecha, however, Justin wasn't even paying him any attention, so he does... this...

Justin: How does it feel Nezu? To feel powerless and defenseless?

Nezu: Don't do this! Stop now!

Justin: You think you can command me?! Like you're my headmaster again?!

Justin then shakes Nezu's mecha with some force lightning as Nezu was screaming from within.

Justin: Now, Time to get you out of there.

Justin then uses the force to rip the mecha's chest open.

Inside the mecha, we could see an injured and yet terrified Nezu.

Justin: Your era is over. Soon, heroes will no longer be needed. We, humanity, shall retake what is rightfully ours.

Justin then force lighting directing at Nezu as he screams in immense pain.

Justin then stopped as Nezu was now unconscious on the ground, in twitching pain.

Just then, Justin got a call from his comm.

Justin(comm): Hello?

Ruka(comm): Justin, we have Merlin and Greg, we're about to leave the combat zone.

Justin(comm): Good work, I'll meet you at...

Ruka(comm): But listen, there something you should know...

Justin(comm): What happened?

Ruka(comm): Its Merlin, when we arrived, Merlin was almost r***d by one of the Atlas soldiers.

Justin eyes widened as he gripped his fists as his anger rises.

Justin(comm): I-I'm sorry, please, repeat what you just said.

Ruka(comm): Merlin was almost R***D by those fucking Atlas Soldiers.

Justin(comm): Thanks for that. Now, get Merlin and Greg out of here.

Ruka(comm): S-Sir?

Justin(comm): All forces, we have Merlin and Greg, Tactical Retreat. Now.

Resistance(comm): Yes sir.

Justin started walking towards Beacon academy.