Disclaimer: I don't own Spider-Man. Spider-Man, and all related Marvel characters are owned by Marvel Entertainment.

Chapter 1 - Battle-lines

Deep Space - Past the Andromeda Nebula

A lone figure sits on an ancient stone step leading up to a vacant stone throne with fire-pits on either side. He looks about the sanctuary where he, and other heroes from Earth recently battled a mad Titan for the fate of their Universe. All around he can see evidence of the titanic fight, and where his own destiny took a drastic turn. White eye lenses narrow to look out beyond the borders of the Sanctuary out into the depths of space that surrounds the ancient temple. "How did this happen...I was just a small part of a larger force, and here I am a billion miles from home with this souvenir on my hand that I got from Mr. Purple Puss, Thanos himself." Peter frowns under his mask, and stares down at the golden gauntlet with six glowing gems embedded into it. The glow from the gems becomes brighter now that Spider-Man's focus is on them, almost like they are pleading to him to be used.

Peter closes his brown eyes behind his mask, and remembers how he came into possession of the Infinity Gauntlet. "Everything was going according to plan, and we had the added bonus of Nebula of all people planting the seeds of uncertainty in Thanos' mind...making him doubt himself, and then..."

Flashback - Three Hours Ago

A statuesque woman, six feet 1 inches tall with long black hair, and blue skin currently has the Mad Titan Thanos in a stranglehold with one hand. She is wearing a purple, and blue skin tight costume, with dark blue boots. Nebula is smiling up at Thanos, with her other hand resting on the Infinity Gauntlet disrupting the possibility of Thanos retaliating against her. Thanos is sneering down at Nebula, who has a knowing smirk on her face.

"What's the matter, dear Grandfather? Can't you will me out of existence with this?" Nebula glances over at the Gauntlet for a moment, and then quickly returns her attention back to a struggling Thanos. The assembled Superheroes of Earth, and beyond watch on, looking for some opening to retrieve the Infinity Gauntlet before the Space Pirate Nebula can take it from Thanos. Nebula smirks over at the heroes, and laughs haughtily. "You cowards were too busy trying to avoid being killed...this...creature set his own Grandchild ablaze, and left me for dead!" Nebula uses more of her strength to squeeze down harder on Thanos' windpipe. "I will see him die a thousand deaths before I'm finished, but then I will send him to a place where he will be alone...all alone and he will never be with his sweet Death again!" Thanos' eyes start glowing an angry red, and Nebula can feel him trying to use the Infinity gems to destroy her.

"Good! You're fighting back...I don't want to spoil the sweet taste of my revenge by beating a weak opponent!" Nebula bluffs to Thanos, but the beads of sweat rolling down her forehead have Thanos smiling down at his alleged Granddaughter. "Nebula...you're getting weaker, and it is only a matter of time until I break you, and toss your remains out in the vacuum of space. I am not unreasonable...I will make your death swift, unlike in our previous encounter." Nebula's will over the Infinity Gems is waning, and the self appointed leader of the allied heroes, Adam Warlock sees the tide of their battle turning in Thanos' favor.

Warlock has gold colored skin, and short blond hair. He is wearing a black, and red skin tight costume with a high yellow collar with a long red cape. His pupiless white eyes stare out at the gathered heroes with a serious look. "The time to strike will be soon! Hulk, Drax, Thor, and Surfer! You will strike them first...hit them with everything you've got! Doctor Strange! I want you to use your strongest binding spell on them when I give the signal! The rest of you...be ready for a chance to remove the Gauntlet from Thanos' hand!"

Hulk grins, and rubs his large green hands together. "As long as I get to smash him, I don't care what you others do. I'm going to show him who the strongest really is!" Spider-Man is standing right next to the Hulk, with She-Hulk on his left. Peter watches as the Silver Surfer flies over to the two combatants for the Gauntlet, with the others following suit and bringing the fight to Nebula, and Thanos. Peter stares at the large bust of Thanos' head right next to the fighting pair. "That is one butt-ugly statue! I'm doing the Universe a big favor by tearing down the thing!" Peter thought to himself, and shot two web-lines over to the bust, and saw that they connected. Peter uses his spider-strength to heave the large stone bust off the stone wall, and changes its direction to impact the two Titans.

Both Nebula, and Thanos will the Reality Gem on the Gauntlet to make the large stone bust of Thanos' head to disappear before it hits either of them. The Silver Surfer shoots out powerful bursts of energy from his hands at the two, but a force field is erected over their forms preventing the blast from hitting their targets. Hulk, She-Hulk, Thor, and Drax begin pounding away on the force-field barrier with their fists, and Thor throws Mjölnir with all his might at the barrier, and his hammer glows with mystic energies before hitting the force-field, with it having no effect and bouncing off of it.

"This is getting us nowhere! We might as well be firing spitballs at them for all the good we're doing!" Eric Masterson under the guise of the Mighty Thor says in frustration.

"IMPERIUS REX!" The loud battle-cry of the Sub-Mariner echoes through the sanctuary, and the others back away as Namor unleashes attack after attack on the force-field. "What are you stopping for?! Keep up the attack!"

A round circular shield with a patriotic red, white, and blue motif is spinning off toward the barrier, and hits it with a loud *Twang* sound to return shortly after to the Star Spangled Avenger, Captain America. "Namor's right! Keep pouring it on, team! They can't keep this barrier up forever!" Another former herald of Galactus, Firelord sends cosmic fire raining down on the shield, with the Avenger known as Quasar sending quantum energy from his quantum bands on his wrists to join Firelord's attack.

Two of the X-Men, Wolverine and Cyclops join in the fight with Cyclops firing a powerful red colored optic blast from his eyes, and Wolverine trying to claw his way through the barrier with his razor sharp adamantium claws. "This sucks! These claws are suppose ta be able to cut through anything...*grrrrr!*...So much for that happenin'!" Wolverine growls loudly when he sees the cocky smirk from Thanos, even as Nebula still has him in a choke-hold.

"Don't attack it individually...on my mark...hit it with everything you've got!" Captain America states to the other heroes, who nod back in his direction.

"What do I do? I don't belong here with these heavy hitters...if I try to attack, I might get in the way at a crucial point." Peter feels a chill in the air, and it goes all the way down to his spine. He turns his head, and gasps at seeing Death herself standing behind him with her dark hooded cloak on. Peter can see that she has an expectant look on her face as she looks down into Peter's brown eyes through his mask. "Ummm...hi? We're kinda busy trying to stop your boyfriend from wiping out everything in existence...and that would definitely put you out of business permanently. No life, means no death after all." Death points a bony index finger out at the force-field barrier, and then down at Spider-Man.

Peter looks over at the barrier with his costumed arms folded over his chest. "Yeah, I'd like to mix it up, and get in there, but look at the energy the others are throwing at the shield! I'd be roasted spider on a stick if I got in the middle of that!" Death points over at the barrier again, and Peter shrugs his shoulders, and stares at it again. "Wait...I see it! A tear is beginning to form in the shield! The two are having a mental battle for the gems as well as a physical one...it must be taking its toll on them! I've got to get over there, and tell my friends to focus their attacks on that spot! Thanks for the tip! You're a classy lady, Death!" Peter leaps high in the air, and flips several times to land over in the midst of his superhero allies.

"Hey! What the?! Watch where your landin', Web-Head!" A Small man wearing nothing but a brown loin cloth said in surprise. "Sorry, didn't see you there, Pip ol' buddy!" Peter said to the small Troll named Pip in a placating manner, and rubbing the back of his masked head with his right hand.

Pip huffs, and blows out a nasty smelling grey cloud of nicotine from his cigar at Spidey, who coughs and waves a gloved hand in front of his face. Peter decides to ignore Pip's irritable stare in his direction, and looks around the battlefield until he finds his target. Peter uses his spider agility in combination with his spider-sense to flip, weave, and duck out of the way of the many attacks being used against the force-field dome over the two villains.

Peter lands next to Captain America, who is catching his shield before throwing it again at the force-field. "Hey, Cap! I've got the scoop on how to bring that force-field dome down to get at the baddies inside!" Cap turns his head with a serious expression at Spider-Man. "What do you have for us, Spider-Man?" Cap asks, and then catches his circular shield one-handed without looking.

Peter points to a section of the shield with a gloved finger. "The shield's weak-point is there! I can see it fluctuating as the attacks from the others increase in intensity. Everyone needs to focus on that section of the shield with their attacks." Cap smiles at Spider-Man, and nods.

"Good work, Soldier!" Cap said to Spider-Man, and threw his shield at the spot on the force-field he mentioned. "Listen up, people! Spider-Man found the shield's weakness! Aim your attacks at the spot where I just attacked!" Everyone nodded at the order, and soon the shield was buckling under the combined assault of the army of superheroes. The force-field finally fell, and Nebula decided to just rip the Gauntlet from Thanos' hand. She then tossed away Thanos like old trash, and stares longingly at the Gauntlet with the Infinity Gems.

"They're mine! All mine! The Universe will be my plaything!" Nebula is about to put on the gauntlet, when a sticky web-like substance snags the side of the gauntlet, and pulls it out of her hand. "NOOO!" Nebula, and Warlock make a mad dash for the gauntlet, and Nebula kicks Warlock in the side of his ribs causing him to stop while Nebula catches up to the gauntlet being dragged along the stone floor by Spider-Man.

A green colored concussive blast frees the gauntlet from Peter's webbing, and sends the golden gauntlet rolling away from Nebula. Nebula grits her teeth, and sees that the blast was fired by none other than Victor Von Doom. Doom uses his bionic armor to fly over to where the gauntlet is, only to be blocked by Spider-Man pointing his web-shooters at Doom.

"Sorry, Doc! You've been a bad boy this year, so the only thing in your stockings gonna be a big lump of coal!" Doom glances at the other heroes approaching, and clicks a button on the glove of his armor. A large swirling portal opens up in the Sanctuary, and hundreds of Doom look a likes march out of the tunnel in space. "Doombots! Doom is using them as a distraction so that he can get the Gauntlet!" Cap shouts to his team, and uses his circular shield like a battering ram to destroy some of the Doombots. "Clear a path through the Doombots, and secure that Gauntlet!" Cap throws his shield, and takes the heads off of ten more Doombots.

Doom lands down on the stone floor, and narrows his eyes at Spider-Man. "Stand aside, Arachnid. Power such as this belongs in the hands of Doom, and only Doom!" Doom pushes his long green cape to the side, and takes a small metallic box from his hip. Doom tosses it at Thanos who recovered enough to rush to retrieve the Gauntlet. The metallic box lands next to Thanos' feet, and encases him in a dome of energy. "You shall not deny me, mortal! I will kill all that exist to be with my one true love! Watch me, Death my love! The head of this cretin will lie at your feet along with all living beings everywhere! No one will be safe from Death's sweet release!" Thanos let loose cosmic energy blasts on the energy sphere around him, only for it to increase in intensity. "What is this?! Why does this energy prison not fall to my might?" Thanos continuously punches the energy prison, and it still has no effect.

Doom chuckles at Thanos' failed attempts at freeing himself, and folds his bionic arms over his armored chest. "All of your efforts are in vain, Titan! You are powering your own prison...my device at your feet creates an energy that will absorb all cosmic, and kinetic energy you use against it. This device also prevents you from teleporting to your techno-mystical transport chair." Doom presses a button on his belt. "You are an obstacle in my path that will now be removed. If you'll excuse me...Godhood awaits!" Thanos notices that parts of his body are disappearing, and he curses Doom under his breath until he sees his past creation Terraxia stealthily approaching Doom from behind. Terraxia grabs Doom, and receives a large dose of electricity delivered directly into her nervous system thanks to Doom's bionic armor.

Doom sneers down at the twitching form of Terraxia. "Fool! Do you think me defenseless?!"

"Now, while Doom's distracted...gotta get to the Gauntlet before one of these whack-jobs gets a chance to destroy the Universe with it!" Peter reasons in his head, and begins to slowly make his way to the glowing gauntlet on the stone floor twenty feet from his location. Before Spider-Man can get very far, he is ratted out by an angry Thanos who is still slowly disappearing inside the energy field. "NOOO! STAY AWAY FROM THAT! I PROMISED DEATH THAT I WILL DESTROY THIS UNIVERSE!" Peter glares over at Thanos, and then his spider-sense warns him of danger. Peter somersaults out of the way of Doom's energy blasts, and makes a dash for the Gauntlet.

Several Doombots start blocking his path to the Gauntlet, and fire their weapons at him. Spider-Man punches a Doombot in the jaw causing his head to pop off, and land ten feet away. Peter grabs the Doombot's body, and throws it into the other Doombots as hard as he can with the results being more destroyed Doombots. Peter gasps when a returning Nebula grabs the Gauntlet with a mad gleam in her blue eyes. "Now, you will all bow to me!"

"No, we shall not!" Adam Warlock shouts, and has a hand on the Gauntlet alongside Nebula. Peter watches this, and starts scratching his masked head. "How did the fate of the Universe get reduced to a game of tug of war?" Peter stares at Warlock, and Nebula trying to yank the Gauntlet out of the others grasp. "Give me the Gauntlet...it's mine!" Nebula bellows to a frowning Warlock.

"Your heart is as black as the one you claim is your Grandfather, Nebula! As long as I breathe, you will not possess this power!"

"Neither of you will possess that which rightfully belongs to Doom!" Doctor Doom sends concussive blasts from his armored hands, and scores direct hits to both Warlock, and Nebula. The Infinity Gauntlet is sent into the air from the force of the attack, and Spider-Man puts up his hands to catch the gauntlet before it hits the ground. Doom fires a energy blast at Peter that hits him in the upper back, and throws off his balance causing him to miss-time his catch, and accidentally ends up donning the Infinity Gauntlet over his gloved hand. The power of the six infinity gems flows from the gauntlet through Peter's entire being. It starts to overwhelm him, and he staggers forward.

"No...I didn't want this! Power...such power! Too much...it's too...much! *huff* Remember...*hack*...remember what...power with...responsibility...with great power, comes...great responsibility!" Peter's breathing slowly starts evening out, and he stops hyperventilating. Peter then raises his masked head to stop crouching down on his hands and knees. Spider-Man slowly begins to stand up at his full height again. All of the other heroes, and the three villains have looks of shock on their faces with Captain America slowly approaching Spider-Man.

Peter looks down at the gauntlet on his hand, and tries to play it off with the other heroes. "Hey...Cap! Old butterfingers missed catching this thing, and I guess this is the result." Peter chuckles nervously when some of the heroes get into battle stances, and train their weapons at him. Cap holds out a red gloved hand, and stares at Peter with a solemn expression.

"Okay, Son...you don't need this power...just take off the Gauntlet, and we can all go home." Peter is puzzled by their reactions to him having the gauntlet, and scratches the back of his head causing all the heroes to jump back for some reason. "What the?! Why are they reacting like this...I haven't even used the power of the gems for anything, and they start acting like I'm going to toss them into the sun or something." Peter narrows his white eye lenses when Doctor Doom goes to join the group of heroes, and not one of them reacts to this. "Get your scorecards, get your scorecards! Can't tell the players without a scorecard!...So, Doom can join the superheroes club just like that after blasting yours truly in the back, but as soon as I get these items of power everyone dog-piles on me like I'm the villain!"

Peter starts to put his arms up in the air to show that he doesn't mean anybody harm, but one of the heroes number misinterprets this as a threatening gesture. "The Web-Spinner means to keep the Gauntlet, and moves to attack us! Namor the First will not be caught unaware! The battle is now joined, traitor!" Namor angrily shouts to Spider-Man flying at top speed to attack a shocked Peter Parker. "Subby! What are you doing...it's me...your friendly neighborhood Spider-Man just with a new accessory!" The Power gem on the Gauntlet starts to glow as the Sub-Mariner continues his relentless assault on Spider-Man. Namor rains down punch after powerful punch on Spider-Man who doesn't retaliate, and only moves his arms to block the Sub-Mariner's attacks in order to defend himself.

"Fight me back you coward! Use your newfound power! It would be the only thing to save you from my wrath!"

Other heroes start joining Namor in attacking Spider-Man, with Captain America trying to convince them that Spider-Man isn't attacking them. "Stop! Spider-Man wasn't attacking us! He's only defending himself...stop attacking him!" There were a few heroes who stood by Cap's side while the others fought Peter. She-Hulk shook her head at her cousin the Hulk when he begins to leave Cap's group to go to attack Spider-Man. "Bruce...he's annoying sometimes, but he'd never use that thing to hurt anyone of us."

"I don't trust anyone, Jen...and I don't care who's wearing the gauntlet. I'll prove that there's only one strongest in this universe, and that's me!" Hulk smirks, and rushes head long into the battle with Spider-Man. Cap looks at the assembled group, and sighs at how small it has become with all the others now attacking Spider-Man alongside Doom, and Namor.

Cap dons a serious look on his features, and addresses the remaining heroes. "We've got to stop our people before they force Spider-Man to do something he will regret later! Come on team! AVENGERS ASSEMBLE!" Captain America holds up his circular shield in the air, and gets affirmative yells from the other heroes. Namor, and the heroes who started attacking Spider-Man hear the battle-cry from Cap, and believe that reinforcements are on the way. They are proved wrong when Cap, and the others begin to fight with the other heroes.

Peter shakes his head, and stares blankly at the war going on between the assembled heroes over his fate. "This is wrong...all wrong! Heroes shouldn't be fighting each other like this...they should be fighting the bad guys!" Peter stood there deep in thought with his gloved hand resting on his chin. "Still...It took some of those guys a few seconds to start attacking me outright, while I didn't lift a finger against them. I didn't think heroes like them would buy into old Jonah Jameson's smear campaign against me in the Daily Bugle. I've got to stop this before someone gets hurt!" The purple space gem on the Infinity Gauntlet starts glowing in response to Peter's wish, and all of the fighting heroes, Doctor Doom, and Thanos are transported with a thought back to their own home-worlds.

The only people still there at the Sanctuary are Peter, the unconscious form of Terraxia, and Nebula screaming at the top of her lungs, and pounding her fists into the stone floor.

"It was in my grasp...immortality, the power to shape the Universe to suit my desires...all of it...GONE!" Nebula looks up from her position kneeling on the stone floor at Spider-Man with insanity in her eyes. "YOU TOOK IT ALL AWAY!" Nebula yells, and takes a large serrated blade from her hip pocket, and leaps at Spider-Man with insane glee. The green gem on the Infinity Gauntlet glows, and Peter says one world to Nebula. "Sleep." Nebula drops down hard onto the stone floor, and drops the knife out of her hand. Peter can hear her soft snores from his position, and walks over to her, and carries her in his arms bridal style. Peter walks over to Terraxia's spot on the stone floor, and places Nebula to lay right next to her.

Peter backs up with uneasy eyes behind his mask, and walks backwards to sit wearily on the stone steps leading to the throne at the top.

Flashback - End

"...and here we are. I've never felt the weight of the world more so than right now. Who could I give this thing to that won't end up using it for selfish reasons...heck, just a minute ago I was thinking about how great it would be to see Uncle Ben, and Gwen...then the Gauntlet started reacting, and I had to put myself in check. Uncle Ben wouldn't want me to use this to bring him back, but Gwen...Gwen didn't deserve to die like that! If...if only...NO! I can't play God! I'm just a man, a man that now has a huge responsibility to do what's right...not what's easiest!" The Infinity Gems on the Gauntlet stop glowing, and Peter breathes a sigh of relief. "I-I could do good with this...not just stopping some mugging on the streets of New York, but helping people on a universal scale. Need to give this more thought...I can't just jump into things feet first, especially with these gems now responding to my thoughts at will." Peter feels a cold hand resting on his shoulder, and glances up to see Death staring down at him with a knowing look. "This was your plan all along, huh? Why do you want me to have this?!" Peter receives no answer from Death, and she turns to walk back into the Sanctuary.

"Great...the strong, silent type. Just what I need. Now, what about you two? We've got a female version of Thanos, which isn't freaky at all, and Thanos' Granddaughter who wants to fillet me with her large steak knife! Typical Parker Luck *sigh*." Peter gripes to himself, and walks over to both women, and lifts them effortlessly on his shoulders. "Well, we don't want to keep Death waiting...or do we? Nah. Let's go play some Twister with Death, ladies!" Peter quips out loud to himself to try to lighten his mood, and walks up the stone steps to follow Death to the inner chambers of the Sanctuary.

Chapter 1 Complete! Thanks for reading, and let me know what you thought of the chapter in a review! :) I hope to see you in chapter 2 of 'Infinite Responsibility'! :D