I have had this idea for a while now and thanks to some help from fellow fanfiction writer pravus666 this story was made reality.

The story starts near the end of Marvel Axis so look that up if you want know to more about what is going on. The beginning of this chapter covers the major events of Marvel AXIS and I cut some things out so it would be quicker and I could get to the actual start of the story sooner.

Disclaimer I do not own Marvel or DC

Chapter one or Winds of change...

Everything changed after Doctor Doom and a possessed Scarlet Witch cast a spell to reverse what their earlier spell had done. Now you may be asking what that spell had done and that was during the battle with the Red Onslaught formerly the Red Skull, Rogue had asked Dr. Strange and the Scarlet Witch to use a spell to free Xavier's mind from the Red Skull. However the first attempt failed and now what was left of the X-men and the Avengers were near defeat until Magneto had shown up with reinforcements to help fight the Red Onslaught which is what the Red Skull was now calling himself. He had managed to bring Loki, Enchantress, Sabertooth, Mystique, Deadpool, Carnage, Absorbing Man, Jack O'Lantern, Hobgoblin and Doctor Doom to help stop the Red Onslaught. Now while at first glance this might seem like a bad idea but it worked for a short period of time. Scarlet Witch decided to use the spell with Doctor Doom to free Xavier. It worked but not in the way everyone expected.

Over the next few days the heroes and villains that fought against the Red Onslaught began to act differently. It was not until Captain America learned that the Red Skull escaped from Avengers custody that these changes became apparent. Captain America called for a meeting with all the Avengers and some other heroes as well were called to the meeting. Captain America thought that the person who helped the Red Skull to escape was in this room and used Pym particles to shrink everyone down to capture them. Fortunately Spider-man and Nova managed to escape the Avengers with the help of Magneto.

Magneto brought Spider-Man and Nova to Avengers mansion where Steve Rogers was already putting a plan together and forming a team to fight the now evil X-men and Avengers. This team was none other than the villains Magneto brought to help fight the Red Onslaught and like the heroes, the villains had their personalities changed as well and were trying to be heroes.

While Steve Rogers and company were forming a team to stop the now evil Avengers, the X-men now led by Apocalypse, attacked Avengers tower and brutally beat the Avengers who then fled New York. Apocalypse then built a gene bomb that would kill anyone without the X-gene in them. Apocalypse then broadcasted to all of New York that all humans will leave in three hours or die when the bomb went off. This cause the team Steve Rogers put together to act Avengers Tower where the X-men had set up their base after beating the Avengers. This team was called the Astonishing Avengers. While the rest of the team fought the X-men, Spider-man and Deadpool attempted to sneak into Avengers Tower to dismantle the bomb. This failed and seconds before the bomb went off Carnage showed up and sacrificed himself so the bomb did not go off killing everyone. This was the turning point in the battle of New York with the Astonishing Avengers beating the X-men and the now evil Avengers.

Near the end of the battle Doctor Doom and a possessed Scarlet Witch cast the same spell again hoping to reverse what happened earlier with the Red Skull. However what no one could predict was that it would open up at least half a dozen small wormholes across New York and the Galaxy causing certain heroes and inverted villains to fall through the portals before the spell could reach them.

In a portal sending the heroes and villains careening through time and space...

Spider-man could sum up what he was feeling with one word and that was pain. He felt as though his body was being ripped apart and pieced back together several times while seeing memories that he did not know he had like him and Mary Jane getting married. He also remember being approached by Mephisto who offered to save Aunt May's life after she was shot when the Kingpin sent an assassin after Spider-man who had revealed his identity during the Registration act before the Civil War started. All Mephisto asked for was his marriage to Mary Jane. Peter did not know what to do and before he could make a choice, Mary Jane had already decided for him. Peter also started to remember what Doc Ock had done in his body and needless to say Peter was both impressed and horrified at Doc Ock had done in his body. Impressed because Doc Ock had done some really good things and even had some great ideas. What he was horrified about was the more evil acts Doc Ock had done in his body like attacking Kaine and beating most criminals senseless.

Now while this was going in Peter's head he failed to notice his costume changing along with his body. He also failed to notice several figures also falling through the portal with him. When Peter did notice that he was not alone he decided to try and move closer to one of the figures only to discover that the first figure he reached was Flash Thompson or as he was better known as Agent Venom to other heroes. Peter saw that Flash was unconscious, so acting quickly Peter shot a web at him to bring him closer and then proceeded to move towards the other figures. Peter was further surprised when he saw that most of the people in the portal with him were the inverted villains he worked with to save the world recently. The hopefully still good villains that he grabbed were Deadpool, Loki, Enchantress, Sabertooth, Mystique, and Carnage. The last one had him the most nervous because he so badly hoped that Carnage was still good because if he was not then he was bringing a horrible monster to wherever they were going.

Peter managed to secure everyone by using his webs to secure them to his waist with webs wrapped around the others waist. Peter thought he had grabbed everyone when he noticed that there was another person in the portal with him who was not there before. He moved towards to this person to discover it was a beautiful raven haired woman wearing what appeared to be damaged battle armor with what was visible of her body heavily bruised with a few scars on her body. It was then that Peter noticed that they were falling for a bright white light with the portal around them seemingly ending at this light, so acting quickly Peter tried to grab her before they fell through the portal. However his arm was not long enough and he thought he was not going to be able to grab her in time when he felt something move on his back and saw a metallic gold colored mechanical spider like leg extend towards the woman and grabbing her arm before the mechanical arm started to bring her towards Peter. He managed to grab the woman before they fell through the portal where a light flashed bright enough that he was temporarily blinded.

After Peter's vision returned he noticed he was falling through the sky toward what appeared to be a burning city with fires everywhere and what appeared to be flying demons attacking the people. Before Peter could fully grasp what was happening he saw that they were quickly falling and that he was the only one awake meaning that they would all die from this height unless he could wake someone up and have them help him rescue everyone.

Quickly thinking of what he knew the people in his group could do, he decided to go with the option that was most likely to save them while probably being the most insane one as well. Acting quickly Peter grabbed web the holding Loki and pulled him towards himself. After Loki was close enough Peter grabbed him and deciding to act quickly promptly slapped Loki across the face while shouting "Wake up" as loud as he could until Loki woke up. This seemed to do the job as Loki woke up and noticed what was going on before he casted some spell in a language Peter did not know and the next thing he knew they were all landing roughly on a rooftop with him and Loki being the only ones currently up.

"Loki can I trust not to run away while I check to make sure the others are alright?" Questioned Spider-man who was staring at Loki with his guard up in case he got hit by the spell and was back to his old ways now.

"I can assure that I will not run away. Also what is with the new look?" Questioned Loki who promptly pointed at Spider-man's costume.

"New Look? What do you mean new..." Began Spider-man before he looked down to notice he was wearing the Iron Spider costume Tony Stark made for him before the whole Civil War thing started. 'When did I put this on?' Thought Peter before he decided that it could wait until after he made sure everyone else was alright.

Peter then carefully examined everyone nearby to determine if everyone was all right. After he was sure that everyone was alright and in one piece, he walked towards Loki who was looking at the city they were in with what appeared to be genuine concern on his face as he watched the city burn.

"Loki do you have any way of finding out what happened here and where we are?" Questioned Spider-man after he stood next to Loki while examining the city to notice they were no cries for help and that there appeared to giant dead plants all over the place.

"Yes I have a spell that could do just that though I will ask you to step back as a precaution in case something happens." Said Loki before he casted a spell that formed a white circle in the air with images playing on it showing places and people they had never seen before like a man dressed up like a bat or a man wearing red and blue spandex with a cape and his underwear on the outside of his costume for some reason. "We are in a place called Metropolis and apparently an alien dictator attacked this version of Earth while it was recovering from another invasion. Also it appears they have superhero's and villains just like our Earth but they operate differently than ours do." Explained Loki who was able to make sense of the images with Spider-man clueless as to what the images meant.

"Do you think you could have this show in more detail what happened and why these heroes were not able to defeat this alien by now?" Asked Spider-man before Loki casted another spell that showed Metropolis before the aliens attacked.

Roughly 24 hours ago...

It was another regular day in Metropolis which was still rebuilding after the recent invasion by the Imperium. Most of the damage done by the Imperium was gone and Metropolis was nearly rebuilt. The people were going about their everyday business not knowing what was coming for them and that they would be nearly defenseless to stop it. These were the thoughts of a being that had only been defeated once before and now that the person was not on Earth after this being had designed certain events to have Earth's greatest defenders off planet leaving it wide open for attack. This being was none other than Darkseid and now he would take earth with no one able to stop him. "Commence the invasion." Ordered Darkseid.

(AN: The parademons and Darkseid look like how they did in the Justice League War movie.)

After the order was given boom tubes began opening up all over Earth with parademons pouring out of them with them immediately attacking anything that could threaten the invasion like power plants, radio and TV stations, military stations, known superhero bases and to further increase the chaos blow up the prisons holding super powered criminals. This all led to the citizens of earth unable to properly defend themselves and communicate with each other. This however did not stop the hero's and certain villains from defending earth.

At Gotham with Batgirl and Supergirl 2 hours after the invasion started...

"Kara do you have any clue where your cousin or when he will help us?" Questioned Batgirl while slashing a parademon with a batarang across its neck.

"I honestly do not know where Kal went and when I last heard from him he said that he going into space to help Green Lantern clear his name and that the whole league was going with him as a precaution." Said Supergirl while punching a parademon before using her heat vision on a parademon attempting to kidnap a citizen.

"So your saying that our greatest heroes are gone and we have no clue when they might return or if they will return in time to help save earth. This day just keeps getting worse and worse the more I learn about it." Said Batgirl while throwing explosive batarangs at a group of approaching parademons. While Batgirl was doing this, she failed to notice a parademon they thought was defeated rise up and aim it's gun at Batgirl. The parademons surprise attack failed when vines wrapped around it's gun breaking it before the vines wrapped around the parademon squeezing it into nothing. This sound caused Batgirl to turn around to see an all too familiar figure.

"You really should watch your back more often Batgirl or this parademon would have killed you had I not killed it instead." Said Poison Ivy with her ever present smirk on her face. (AN: Poison Ivy has the same appearance she does in Batman Arkham City.)

"Why did you help Ivy because last I checked you cared very little about humans and even less about me and Batman?" Questioned Batgirl wondering why Poison Ivy would save her life when most of the time she would have done nothing to stop someone like the parademon from trying to kill her.

"I save your life and I don't even get a thank you, whoever taught you manners did a poor job of it. I am helping because I know what Darkseid intends to do with Earth and that nature will be utterly destroyed if he conquers earth. That is why I am going to help you fight him but I will need someone to protect me because I will be nearly defenseless when I attack his forces. So you protect me and I help save the earth, sound like a good deal?" Said Poison Ivy with in a tone showing she was completely serious about what she said.

While Batgirl knew that Poison Ivy had the power to greatly help them in the fight against Darkseid but what would stop Poison Ivy from using her powers to conquer the world if they managed to beat Darkseid. "Give me your word that you will not attempt to conquer the world or betray us later and we will help you in whatever it is you plan to do." Said Batgirl while pointing her hand forward for a handshake.

"Deal." Said Poison Ivy while shaking Batgirls hand. "Now I will need Supergirl to fly me to the nearest forest and bring you along as well. I need to go to a forest so that I can use my powers more effectively since I will be closer to nature than here in Gotham." Explained Poison Ivy to Batgirl. Batgirl called Supergirl who had been fighting the parademons so that Poison Ivy and Batgirl could talk without someone interrupting them. After a little of convincing Supergirl agreed to the plan and that is why they were now in the middle of large forest about to land in a clearing.

"Okay you two you will need to stay at the edge of the clearing for this and if you must know what I am going to summon a lot of powerful and in some cases mutated plants to attack Darkseid's forces so we will have a chance of beating Darkseid. Also just use your phone to see evidence that I am sincere about this." Said Poison Ivy before she sat cross legged on the ground with wooden tendrils emerging from the ground and wrapping around her like a cocoon. 'Time to get this started.' thought Poison Ivy before she started concentrate more than she ever had before. Ivy focused her mind on one thing and one thing only and that was creating the plants and having them attack the parademons. For a moment Ivy thought this was not going to work but it did eventually when she felt the mental strain of summoning so many plants and saw through her plants eyes that it was working.

Outside the Cocoon with Batgirl and Supergirl...

" I don't believe it, it's actually working." Said Batgirl while watching several live feeds from camera's she hacked to make sure that Ivy kept her word. Things were looking better until she noticed that some of the parademons were flying above of the cities where Poison Ivy had formed the plants and that the parademons seemed to be pouring a red dust over the plants and to their shock and somewhat horror the plants instantly died when the dust touched them. Batgirl trying to make sure this wasn't happening elsewhere went to several other feeds across multiple cities only to see the same thing happening in each one. She was wondering how this would affect Ivy until she heard an almost ear shattering scream come from the cocoon and what sounded like a body collapsing.

Supergirl being the first to react used her strength to open the cocoon and saw that Poison Ivy was inside with her unresponsive to what was happening around her. "I think she was put in a coma when she suffered the physic feedback from all those plants dying at the same time." Explained Supergirl who used her x-ray vision to examine Ivy's body to see her heart barely beating and mind nearly shutdown and was not giving or receiving any signals for the moment.

Before either of them could wonder what they were going to do next they were interrupted by the sound of a broadcast going on and what shocked them even more was that it was Darkseid being shown on camera.

"People of earth, I Darkseid, have conquered your planet and captured your greatest heroes along with anyone else who would possibly stand up against me." Said Darkseid before the video changed what it was and is now showing several heroes and villains captured by Darkseid's forces with them in chains and guns pointed at their heads. "Your so called Justice League has abandoned you in your darkest hour and that they will never return. However I am a fair conquer and that if all forms of resistance stop then I will spare your hero's and the people I have captured and that you will live moderately long lives serving me. You have 24 hours to give me your response before I kill all my prisoners." Said Darkseid who had a victorious smirk on his face before the broadcast ended.

"What do we do now? I mean I saw practically every hero and villain that I can think of captured by Darkseid in that video. I will be lucky to even have a chance of beating Darkseid because Kal could barely beat him the last time Darkseid invaded." Said Supergirl who was scared because they might be the last people to be able to fight Darkseid.

"To be honest I really have no clue what we are going to do because there is no way the two of us can beat Darkseid by ourselves." Said an equally scared Batgirl who thought that the woods now suddenly seemed so much scarier now with the shadows seemingly forming into the scariest forms possible for the two teens.

At current time with Spider-man and Loki...

Before they could finish watching what happened, a parademon flew through the white circle destroying the spell and before either Spider-man or Loki could attack it, the parademons head was blown apart accompanied by a loud gunshot. Turning around Spider-man and Loki saw an awake Agent Venom with a smoking pistol aimed at where the parademons head used to be.

"Spider-man can you please tell me what is going on and why we were about to be attacked?" Questioned Agent Venom wanting to know what the hell was going on. The last thing he remembered was that he was about to land on an alien world with the Guardians of the Galaxy who he recently joined before feeling a painful pulling sensation and then falling unconscious. Now he's waking up in an unknown city with Spider-man wearing a different costume and him standing with Loki. Looking around he noticed the people still unconscious around him were all villains and that one of them was Carnage. Seeing this he walked towards him and was about to shoot him until Spider-man yanked him back with webs before he could shoot Carnage.

"Agent Venom don't do that. If I am thinking right then he may be on our side and we are going to need all the help we can get right now." Said Spider-man while moving between Agent Venom and Carnage.

"You better start explaining what is going on right now spidey." Said Agent Venom with the eye parts of his mask narrowing in what seemed to be anger.

"I will do that but first we should wake the others up so they can informed as to what is happening as well so I will not have to repeat this more than once." Explained Spider-man who relaxed after Agent Venom pointed his gun down and nodded at Spider-man's request.

After everyone minus Carnage and the mysterious woman had woken up Spider-man quickly explained what was happening and when asked if this was true he had Loki show them the same things he saw but a much shorter version since apparently they were running low on time. "Now I know that some of you may not want to fight with me and instead run away but we should band together and stop Darkseid from conquering this version of earth. Now which of you will help me?" Questioned Spider-man.

"I will join you and I always wanted to fight with my favorite hero." Said Agent Venom who stepped forward and stood next to Spider-man.

"I have never been one to run away from a fight and I want to honor Logan's memory so I stand with you." Said Sabertooth who stepped forward and now stood on Spider-man's other side.

"I shall you join as well." Said Loki before he stepped forward and to the surprise of most present Enchantress stepped forward with him as well.

"Spidey I think of you as the brother I never had and always wanted, so I will join you. Plus think of all the babes who will want me after I help save the world." Said Deadpool with the last part causing many people to facepalm, before he stepped forward and now stood among of the group with Spider-man. The next voice surprised everyone present.

"Spider-man I will join you because I think you can teach me what a hero really is and how to be a great one as well." Said Carnage before he stood in front of Spider-man with his right had extended forward for a handshake. Spider-man realized that Carnage might still be good, took a gamble and shook Carnage's hand who let out a shout of joy at the handshake which was scary to the others. With that the rest of them turned to Mystique for her answer.

"If you promise to treat me as an equal and respect my decision of what I will be doing after this then I stand with you." Said Mystique who got a quick yes from Spider-man at her request.

"Okay now we just need to wake up the last member of our group. Loki come with me and the rest of you be prepared to defend yourselves should she be hostile. Loki have a translation spell ready just in case she cannot understand us." Said Spider-man before he and Loki walked next to the mysterious woman and proceeded to wake her up by gently shaking her shoulder. This seemed to work because her eyes shot open and she instantly pushed Spider-man and Loki away from her while speaking in a language no one knew. Spider-man could not help but notice that she had the most beautiful blue eyes he had ever seen.

"Loki the translation spell please." Said Spider-man who was growing worried because the woman was talking more rapidly and seemed more frantic while taking everything in. After Spider-man said that, Loki cast a spell that seemed to do the trick because they could understand her and what she was saying was kind of shocking.

"Who are you people? Where am I? Who am I? Please tell me because I remember nothing." Said the mystery woman causing many of the people around to raise an eyebrow or in some cases lenses in surprise.

Taking the initiative Spider-man walked towards while raising the lower part of his mask so his mouth would be revealed. "My name is Spider-man and you are in a city called Metropolis. Now I need you to breath more calmly because it will not help anyone if you keep panicking like that. Now slowly breathe and then out, just like I am doing." Said Spider-man in his most calm and friendly voice like he would when comforting Aunt May when she was panicking. After seeing the woman starting to calm down and that she was panicking less and less. "Okay now please tell me what you do remember, okay?" Said Spider-man while laying a comforting hand on her shoulder. This seemed to work because she appeared to be calm for the most part now.

"I do not remember much and what I do remember is bits and pieces that I cannot understand. The name Metropolis sounds familiar but the images that come with that name do not match the city I am now looking at. I remember a part of my name and that it started with a F and ended with an A." said the mysterious woman with confusion on her face and before she could start panicking again Spider-man interrupted her with saying "Fiona. That is what will your name will be until you remember your real name, that is if you like the name." said Spider-man with a small smile on his face that seemed to calm her.

"Fiona I like that name." Said the now named Fiona who looked happy at finding a temporary name until she could remember her real name.

However this touching scene was ruined when a small group of parademons attacked them. Before anyone else could react to them a black blur shot forward and ripped one of them in half. This blur was revealed to be Fiona who was now hovering in the air with both of her hands holding the now destroyed parademon. Before the others could figure out how Fiona did this, she dropped the remains of the parademons while charging towards the other parademons. She split another in half with red lasers seemingly coming from her eyes. While she was attacking the other parademons another parademon attacked her back only for its claws to create sparks like it was striking metal. After Fiona had dealt with all the parademons, she landed next to Spider-man while acting like what she just did was completely normal. Everyone's else's varied quite a bit ranging from 'that was pretty awesome' to 'remind me to never get on her bad side' were the general thoughts of the others.

"Fiona would like to join us in stopping an evil alien conqueror?" Asked Spider-man who was one of the first to regain his senses after her little display.

"You are the only people I know so I will join you Spider-man." Said Fiona in an almost military like response.

"Okay first we need to find the location of Darkseid and what he can do. After that we strike and hold nothing back against him or the parademons since they are monsters created solely for war and are doing them a favor by killing them." Said Spider-man shocking some of the people present that he would be so okay with killing.

"This Darkseid person is sitting on a gold planet that he has remade into a throne on top of a skyscraper in the middle of Metropolis with hordes of parademons surrounding him as a first defense." Said Fiona whose eyes were glowing a little as she looked off in the distance.

"Okay now that we know where he is, we just need to find out what he can do. Loki, Enchantress got any spells that could help us here?" Questioned Spider-man.

"Give us a moment and we could tell you everything about him even his favorite color. Okay we have his powers and they are going to be tricky to counter. He has super strength, near invulnerability, near immortal, can fire devastating energy blasts called Omega beams that he can aim nearly anywhere and even have them move around corners and other similar obstacles. However he can be harmed and even killed but it will be difficult to accomplish. However we are all known for pulling off the impossible so often that impossible has no meaning to us." Said Loki with many of the people around nodding in agreement especially Spider-man, Carnage, Deadpool, Loki himself, and Agent venom all agreeing that they pulled off the impossible on a near daily basis.

"Okay now here is the plan." Said Spider-man before he had quickly explained his plan to them.

"That plan is completely insane and has a very low chance of working. I love it, now when do we start?" Said Deadpool with the others generally agreeing with him.

At the Daily Planet and the site of Darkseid's new throne...

Darkseid felt like celebrating, if only a little, because he had finally conquered Earth and by the time the Justice league got back it would be too late to stop him. However he could not shake the feeling that something bad was going to happen and that he would not like this.

This feeling was prove correct when moments later her felt someone land on his shoulder. "What's up Doc?" Questioned Deadpool while leaning on Darkseid's head while somehow eating a carrot through his mask. Darkseid being himself grabbed Deadpool and threw him against the nearest building only for Deadpool to teleport at the last minute and teleport right behind Darkseid while attempting to cut him with his katana's. This of course failed when the Katana's bounced right off of Darkseid's neck. When Darkseid attempted to hit Deadpool, he teleported only this time in front of Darkseid with what appeared to be the weirdest weapon Darkseid had ever seen. The gun ,if he could even call it that, appeared to have several weapons mashed together like guns, swords, rocket launchers, flamethrowers, and "Is that a rubber ducky?" Questioned Darkseid not believing that last part himself and he had seen some crazy things in his long life. (AN: The weapon Deadpool is using is his level 9 attack called Happy to See You from Marvel Avengers Alliance and yes it really does have a rubber duck on it.)

"Say hello to my little friend." Said Deadpool as he pulled the trigger before all hell broke loose. The next thing Darkseid knew was that he was flying through the air feeling actual pain from that attack. However fate appeared to have different things in mind for Darkseid as he landed on a giant red web with the webs moving and colored like blood.

"In another time we could have been friends but now that I am a hero, I will have to kill you and let me tell you I know a lot about the art of killing." Said a creature that appeared to be a demon judging by its appearance. While Darkseid was attempting to break free from the webs, the apparent demon struck first and cut out one of his eyes. "You can call me Carnage and on today's plate is your soul." Said Carnage before he attempted to cut out Darkseid's other eye. This failed when Darkseid used his omega vision to blast the webs and escape before Carnage could do any more damage.

When Darkseid landed on the ground he heard a bestial roar before a figure charged at him attempting to attack his blindside and further injure him. Darkseid managed to intercept this man's attack but before he could actually hurt him, he was hit by gunfire that was actually hurting him. Throwing the man he grabbed at the source of the gunfire, Darkseid was mildly surprised to see a blue woman standing there shooting him with heavily customized pistols and was surprised that she easily maneuvered around the man he had thrown at her. However this surprise cost him as he felt himself get stabbed through the stomach by what appeared to be a sword.

Turning around Darkseid saw a man wearing outlandish clothes even for Earth holding the sword with a smirk.

"One really must watch where they are going because you never know when they might slip and fall on a rather sharp sword." Said Loki who then twisted the sword sideways and pulled it out his left side leaving a rather large gash in his stomach area.

It took nearly all of Darkseid's willpower not to fall over in pain from these attacks because it had been a long time since he had suffered such pain and while he was planning on to deal with these new threats, he heard a booming sound and felt himself go flying into the air before he was harshly slammed back into the ground on a large metal spike that went through his chest area narrowly avoiding any vital organs. To his surprise he saw a woman flying wearing armor not seen on earth and was flying in the air similar to Superman. She was wearing damaged armor with a tattered cape. This woman reminded him of Superman.

After he broke free of the metal spike, he continued looking at this woman and attempting to charge an omega beam at her, but doing this caused him to miss the red and gold blur flying right at him with bone blades coming out of his wrists, aimed right at his head. Spider-man struck Darkseid right in his eyes taking out his remaining eye while further damaging his right eye. Now Darkseid was completely blind and at this groups mercy which is something he despised.

"How did you do this and how did you get past my parademons?" Questioned Darkseid with untold rage in his voice at being so easily beaten.

"Well we had some friends of ours distract them while we fought you. You lost Darkseid." Said Spider-man not that Darkseid could tell who was talking. At this Darkseid started to chuckle because they thought they had really won.

"Pray tell how I am at your mercy? Is not customary for Earth's heroes to not kill so what is to stop me from leaving and attacking again in the future." Asked Darkseid finding it amusing that they thought he would never attack Earth again.

"You see we aren't like this Earth's hero's. In fact most of the people you just fought are reformed villains who are no stranger to killing and we decided to take the initiative and really kill you. Isn't that right Carnage and Deadpool? I had Deadpool shoot you a sample of his blood that while may seem harmless is anything but that to anyone who is not Deadpool. You see Deadpool has cancer and in order to combat this he got a healing factor to fight it, however the procedure messed up and gave his cancer the healing factor as well meaning that any minute now you will die from excessive cell growth causing you to literally explode from so many new cells forming in your body. I also had old Carnage here slip a little bit of his symbiote into your body causing the cells from Deadpool's healing factor to grow an increased pace meaning any second now you will die." Said Spider-man who had no qualms about killing Darkseid. All this was said just loud enough for Darkseid and the rest of the team to hear.

Darkseid felt horror for the first time in a long time at this man's words because he could literally feel his body expanding at an uncontrolled rate. He actually held some respect for this man and his associates for finding such a simple way to kill him and in a way that was well hidden as well. "Before I die can you at least give me the honor of the name of the group who finally killed me?" Questioned Darkseid who wanted to know this before a he died.

"You can call us the Avengers." Said Spider-man.

"The Avengers huh? That is a good name for a worthy foe." Said Darkseid before he literally exploded.

You did it, you actually did it. You killed Darkseid." Said a man wearing an all green costume with a bow and arrow that was accompanied by Agent Venom and Enchantress. "The names Green Arrow and I just want to say thank you for helping us escape. If it wasn't for Enchantress and Agent Venom showing up and helping us escape we probably would have died." Said the now named Green Arrow. (AN: he is wearing the Injustice Gods Among Us default costume because it is very practical for what he needs to fight crime in my opinion.)

"It was no problem Green Arrow and we are always willing to help a hero out. Now all we need to do is help clean up this mess so people's lives can return to normal faster. You know anyone who would be willing to help us?" Said Spider-man who was hoping Green Arrow could get them some help in cleaning up after the invasion.

"I will see who I can get to help but be warned a fair amount of people were injured in the fighting so do not expect a lot of people to be able to help with clean up but I will get any able bodied person I can find to help clean this up." Said Green Arrow before he promptly left to go look for help with clean up.

"Okay Avengers now that we have killed Darkseid, it time that we help clean up Metropolis and help anyone that we can. Sabertooth, I want you and Mystique to heads towards the initial invasion point and start looking for survivors from there. Loki, I want you and Enchantress making sure that all the portals are closed and to help Sabertooth when you are done with any remaining portals that may still be open. Deadpool, Fiona, and Carnage I want you to get rid of any parademons that might be remaining and then aiding the others in helping any survivors. Agent Venom I want you with me for now. Wait before any else leaves, Loki and Enchantress is there a spell you can use that can act similar to a wireless headset so that we can communicate with each other whenever we might need help?" Said Spider-man before the others could leave to do their tasks.

"Give me a minute and I can do it." Said Enchantress before she casted a spell that briefly caused a green circle to appear around their heads before it disappeared."There it is done. Now all you need to do to use the spell is hold your finger next to your ear like you usually would with a earpiece and merely think what you want to say." Explained Enchantress getting nods of understanding from everyone. However someone decided to test this to everyone's annoyance.

'Chimichangas, Chimichangas, I love them because they are so great and really fill up tummy on a lonely night.' Sung Deadpool much to everyone else's annoyance through the spell. Acting quickly Enchantress used a teleportation spell on Deadpool so that they might be offered sweet release from his bad singing. No one decided to comment on this before they all left for what they asked to do.

"Okay now that everyone else is gone mind telling me how the mission with Enchantress went?" Asked Spider-man while web swinging through Metropolis with Agent Venom while using their webs and strength to suspend damaged parts of damaged buildings from falling down on the streets and potentially hurting someone.

"Alright it began exactly like you planned and the captured heroes and villains were right where Fiona and Loki said they would be." Said Agent Venom before he started to go more in depth with his retelling of what happened.

About 10 minutes before Spider-man and the rest of the Avengers attacked Darkseid...

Agent Venom and Enchantress had been sneaking through sneaking through Metropolis to where the heroes and villains were being held and were currently peaking over the corner of a hole in the building where the captured heroes and villains were being held.

"Okay so we have at least 15 parademons that we can see and are all armed, at least 5 that are constantly patrolling, 2 more guarding a room where they are either holding someone powerful or their weapons are stored there." Said Agent Venom repeating what he was seeing to both himself and Enchantress to come up with a plan to defeat the parademons without raising the alarm and releasing the captured the heroes and villains to help them fight the parademons guarding Darkseid so Spider-man and the others could kill Darkseid without having to worry about being attacked by parademons.

"Well I could use a silencing spell on us so any noise we might make is nonexistent and give us the time to get in a better position to free the others." Offered the Enchantress and Agent Venom could say it was a good plan given what they had.

"Okay we will do that but I want you to teleport behind one of the heroes and free them while I fight the parademons." Said Agent Venom making a slight adjustment to her plan before he had the symbiote put together two MP5K's and loading them with full clips. "Ready whenever you are." Said Agent Venom.

In response Enchantress just smirked and started to cast the silencing spell before she teleported behind the hero she would eventually learn is Green Arrow.

Seeing that Enchantress had chosen the hero she was going to help free, Agent Venom calmed his nerves for a minute before he ran towards the and jumped right at the edge so he would be in the best position to take the demons down. Acting quickly Agent Venom shot his guns at the nearest 3 parademons killing them all with headshot's. Twisting his body around in the air while falling he continued to shoot at 7 more parademons while sending out tendrils to grab any of the parademons he was unable to shoot and pull them towards himself while before he sent out jagged spikes the moment they were all close to him killing the parademons and leaving only 3 parademons left. Before Agent Venom could shoot the parademons , they were killed by three arrows that imbedded themselves in their heads with the heads exploding killing the parademons.

Turning around Agent Venom saw a man wearing green flexible armor, a green hoodie and a green bow and arrow. Enchantress was standing behind this man.

"The name is Green Arrow and thanks for saving me and the others. Mind telling me your name stranger?" Asked Green Arrow while keeping his bow aimed at Agent Venom.

"My name is Agent Venom and the woman standing behind you is called Enchantress. We were sent by our leader to free you guys so we can beat Darkseid. We need your help getting rid of the parademons protecting Darkseid so that the rest of the team I am with can fight Darkseid without anyone interfering in their fight." Explained Agent Venom who slowly lowered his guns while talking to Green Arrow and subtly looking at all the captured heroes and villains to see who would be able to fight and who wouldn't.

"Are you guys with the Justice League?" Questioned Green Arrow who lowered his bow once he saw that Agent Venom was not a threat at the moment.

"No we are not members of that group. We are called the Avengers." Said Agent Venom who noticed that some of the people in the room relaxed when he said he was not a member of the Justice League. Were the Justice League not good guys or were they a group of people who could not do their job right.

"Never heard of you before and to be honest I really do not care at the moment. If you need help taking down Darkseid then I am pretty sure everyone here will gladly help you fight him." Said Green Arrow getting a chorus of yes's from the former prisoners of the parademons. "Now tell us what you need us to do and we will help you in whatever way we can." Said Green Arrow with a determined look on his face.

Back with Agent Venom and Spider-man in current time...

"So after that I explained to them what we needed to do and they did it." Explained Agent Venom while holding up part of a while Spider-man helped a person trapped underneath the wall.

"So some of the heroes and villains were actually relieved that you were not with the Justice League. That is interesting to say the least." Said Spider-man after making the person he just rescued was all right. Seeing that the person was all right, Spider-man and Agent Venom quickly took to web swinging again to see who else needed help.

Seeing how much of the city was still so heavily damaged and with so many people still not knowing what happened with the league and communications still down it was hard to tell the rest of the world that Darkseid was dead.

"This is going to be a long day." Summed up Spider-man with Agent Venom nodding in agreement that they would not be getting any rest soon.

12 hours later in Metropolis...

It had taken a little over 12 hours but the Avengers had managed to help save a lot lives and prevent further property damage from occurring in Metropolis. Roughly 6 hours ago communication systems had starting working again and that made it so much easier for clean up and restoring order. This is why Spider-man and the rest of the Avengers were currently taking a break in a lightly damaged pizza place with them all sitting around a large table eating some rather large pizza's.

"So anything interesting happen to any of you while cleaning up?" Asked Spider-man after finishing a pizza slice and moving on to another one.

"Well you mean aside from having my personality being changed to that of hero's and then being flung through a portal after fighting both a now evil Avengers and X-men?" Said Sabertooth causing a few to smirk at their current situation. "Other than that I am fine. I really had no trouble with the clean up and even helped me open my eyes on to what being a hero is like. I will never forgot the looks of appreciation on people's faces when I saved them from being by debris or helping then get out of a damaged building. On a side note while looking for survivors I managed to destroy about 10 drugs labs that were not attacked by the parademons and alerting the police to their location. Also was I the only one to notice how surprised the people and cops were at us helping them clean up or was it just me?" Said Sabertooth with the last being said in a confused tone.

"I thought it was just my imagination but now that you mention it, a lot of people look very surprised at seeing me help them and I was thinking it might have been because no one knew about us or it might be because their hero's have never helped them clean up after a big fight before. I highly doubt that last one though because what sort of hero doesn't stick around to help clean up the mess they made especially when they have the power to do so." Said Spider-man with many of the others nodding in agreement because who could themselves a hero if they did not help clean up their own messes from a super powered fight. This last sentence caught the attention of the waitress serving them.

"Sadly the last one is correct. I cannot tell you how many times hero's like Superman and Batman leave others to clean up the messes they created in one of their fights. What makes it worse is that most of the hero's can make the clean up go a lot faster and save more lives in the process but sadly enough only a few heroes have ever done that and most of their fights aren't even as bad as this." Said the waitress while putting a fresh pizza on the table.

"You're kidding me right? What sort of person can call themselves a hero if they do not help with cleaning up their mess when it will probably save untold lives and help lessen damage caused to buildings." Said Spider-man with everyone else nodding as well in agreement, the waitress included.

"I am completely serious. To make it worse they most beat up their so called villains with pretty brutal attacks leaving them ready to go a hospital but instead they end in prison where they receive very little treatment and are often abused by the guards. They even refuse to kill people like the Joker who has killed hundreds if not thousands of people and that includes men, women and even children. He does all this because he can and no one is willing to stop him. Hell he breaks out of prison enough that they may as well install a revolving door in his cell. Also rumor has it that his so called girlfriend Harley Quinn is one of his former physiatrists is abused by him quiet often and tricked her into being like him." Said the waitress stunning the others with what she said and that someone like the Joker was not better imprisoned or given the death sentence.

"That is messed up and that means something coming from me." Said Carnage summing up the Avengers reactions.

"Wait you said that they may as well put a revolving door for the Joker's cell?" Asked Agent Venom once he caught that part.

"He breaks out so often from Arkham Asylum so often that many people have even started to make bets for how long it takes for him to break once he is captured. He once broke out within five minutes of arriving at Arkham Asylum. He breaks out, kills some people, gets captured and breaks out again. It is a cycle that repeats itself too often and caused a lot of pain." Said the waitress with her words making the Avengers wonder just how bad the rest of the villains in this world were.

"That is fucked up but how do you know so much about this?" Questioned Carnage with the others agreeing with him that no regular civilian should know this much.

"I was wondering when you were going to ask that. The reason for that is my cousin is the super villain Livewire and is one of Superman's enemies. She had a radio station that many people listened where she often ridiculed Superman and during a celebration for her shows anniversary she was pushed by Superman out of the way of a lightning bolt which hit Superman and bounced right off of him into her turning into the villain called Livewire. She is actually not that bad of a person and it is because of Superman that she became a villain for events she had no control over. Because she is an enemy of Superman I got fired from my previous job when they learned she was my cousin and I was lucky to get a job working here as a waitress." Said the waitress making the Avengers sit in silence while contemplating what she said.

"So to sum it up. Your cousin Livewire was turned into a villain because Superman pushed her out of the way of a lightning bolt and forgot to think about the fact that he is invulnerable meaning there was a good chance the lightning would bounce off him like a bullet and hit her instead. Sounds like Superman planned for her to get hit by the lightning so he could get rid of someone who was against him and make it look like an accident."Said Spider-man after thinking about what he knew about lightning and what it could to do people with invulnerable skin.

"Yeah once she was hit by the lightning people shunned her and automatically thought she was a villain because of her appearance. Anyway my name is Rachel Willis if you wondering and now I have to get back to work." Said the now named Rachel Willis before she headed back to the kitchen to get back to work.

"In the past 24 hours I have learned what being a hero feels like and the heroes of this world do not seem like heroes to me. I think this world needs someone like us who know what it is like to be thought of as villains by the world simply because of our appearance or our are past. So I am thinking we should stick together and actually help make this world a better place." Said Sabertooth making the others agree with him that this world needed them now more than ever before.

"I agree with Sabertooth. So while on that note who wants to help this save world as the Avengers." Said Spider-man before he put his hand above the middle of the table. Slowly each member of their group raised their hands and placed theirs on top of Spider-mans.

"Now that is settled I believe it is time we really learned what this world is like with our eyes, so who is up for a road trip to learn more about this world and be the best heroes we can be as the Avengers." Said Spider-man with the others agreeing with him as they each stood up and left the restaurant but not before they left enough money for the food and rather large tip for Rachel.

This world was going to change and the Avengers would be leading this charge for a better world.

End of first chapter

In the next chapter the Avenger s will be traveling the country learning more about this world and may even recruit their first member from the world of DC while also deciding how best to help the world and the world is reacting to the presence of the Avengers. Also in the next chapter the Justice League will return and you will see their reactions to the Avengers as well. To those who can guess who Fiona is please keep quite so the surprise is not ruined. Spider-man will lead the Avengers in this story. In the next chapter I will reveal what happened to Supergirl and Batgirl and also what they were doing in those 24 hours. Also yes at one point in time canon Spider-man did have pop out bone blades similar to a hidden blade that came out of his wrists and could inject a person with a powerful poison and these were called Stingers. Check out pravus666 who helped create this story because he has some great stories and some good story challenges on his profile page if anyone is interested.