DISCLAIMER: ALL CHARACTERS BELONGING TO THE SPECTACULAR SPIDER-MAN, DEVELOPED BY GREG WEISEMAN AND VICTOR COOK, AS WELL AS AVENGER: EARTH'S MIGHTIEST HEROES, DEVELOPED BY CEERO NEELI, JOSHUA FINE AND CHRISTOPHER YOST, ARE ALL COPYRIGHT PROPERTY OF MARVEL COMICS INC. THE PURPOSE OF THIS STORY IS FOR ENTERTAINMENT ONLY, AND NO PROFIT IS BEING MADE FROM THIS PROJECT. IN OTHER WORDS…PLEASE DON'T SUE.

INTRO

"Well, I'd never thought I'd say this…but I think my luck is changing for the better."

On the busy New York side streets, the happy teenage couple, the brown haired, hazel eye Peter Parker and the beautiful, blonde haired Gwen Stacy, were walking arm and arm to a nearby coffee shop.

"Yep, that's me, Peter Parker, and the cute girl with me is my dream girl slash new girlfriend, Gwen Stacy. It's been a month since I, or 'Spider-Man', had one the Contest of Champions tournament, and I have to say things seem to be doing pretty good so far. I was now a full time member of the Avengers, and with their help, I was able to put Norman Osborn away for a long, long time. And as a bonus, I, the hero, actually ended up getting the girl this time! As I said before, I was finally able to be with Gwen, the girl that I love and always wanted to be with, but was always out of my reach, mainly thanks to my web-slinging and fighting crime. But now, here we are, together at last, and man does it feel good! With her with me, I finally feel complete, and the fact that she loves me just as much as I do her makes it all that much better! Definitely something you can't put a price tag on."

"But, I'd be lying if I were to say that it didn't come without a price, meaning that she was dating my best friend Harry Osborn, who at that time was driven over the edge thanks to a symbiotic suit, given to him by his lunatic father. I knew that it must've hurt Gwen for her to break his heart like that, just like it broke mine to have to fight him at the tournament and to hear that he was sent to Ravencroft afterwards. Strangely enough though, that wasn't the only thing bothering me that day."

As both he and Gwen stopped at a crosswalk and waited for the light to turn green, Peter caught a brief glimpse of a newspaper article on the newspaper vending machine showing the picture of the round, green coat wearing, metal tentacled scientist named Otto 'Doctor Octopus' Ocatvius with the banner head saying 'Where is Doc Ock?"

"I didn't catch when of it until a couple of days after I won the tournament, but apparently, during the whole 'Contest of Champions' fiasco, Doc Ock had just been paroled from prison for good behavior, and after that, he disappeared without a trace. Part of me wanted to believe that he lagitimately changed during prison, and he's now using his time as a freeman trying to make amends for all the crazy things he's done. But given the fact that at point, he kidnapped Gwen and tried to take over the world, I wasn't exactly ready to warm up to him just yet."

While waiting, Gwen looks up to see Peter and notices his distressed expression. "Pete, are you okay?"

"Huh?" Peter replied to Gwen, snapping back to reality and giving him a sheepish smile, "Oh, yeah, yeah I'm fine!" Moments later, he turns back to the newspaper vending machine, causing his worried look to return. "I just…have allot on my mind."

Gwen looks and sees the newspaper machine for herself, and thus lets out a saddened sigh, knowing that Peter now has his mind on his 'other' work. "You're worried that he's free, aren't you?" she asked him quietly so the people around her wouldn't her what she was saying.

"Yeah," Peter replied truthfully with a whisper, then sees the light across the street changed to that of the 'Walking' signal, and he and Gwen walk forward with the crowd. "But what worries me more is that nobody has seen or heard from him since he got released. Meaning that I don't know if he's really sincere that he's change…or if he's planning something."

It was at this point, Gwen grabs hold of Peter's arm and squeezes tightly. "Well, try not to worry about it right now," Pete," she tells him in a comforting tone. "If he shows up, I know that you'll stop him just like you did so many times before, and this time, with the help of the Avengers." Gwen then they were now just a couple of steps away from the coffee shop and thus decides to lighten the mood by putting on a playful demeanor. "Besides, what you should be worried about is how you plan on treating your girlfriend to a coffee date you owe her!"

Hearing Gwen's words was enough to make Peter's worried expression to disappear, and as he turned to face her, gives her a smile. For there was just something about her that always made Peter forget about his many worries and it made him all the much more grateful to have her by his side. "Nothing would make me happier," said the light-hearted Peter, but just as he was about to open the doors to the coffee shop, his demeanor changes from relaxed to concern as he felt the tingling of his spider-sense.

Needless to say, this catches the attention of Gwen, who now is more worried as her boyfriend. "Peter? What's wrong?"

Peter does not answer right away as he is compelled to look up and his eyes grow huge with fear when he sees that the cause was that of Iron Man, his fellow Avenger and one of his idols, falling from the sky after apparently getting hit by something, or someone, powerful. "GET BACK!" yelled Peter, catching the attention of the pedestrians around him and as they look up and see the falling Iron Man for themselves, all scream and ran off in fear. As for Peter, he grabs hold of Gwen's hand and he pulls here away from the doors and allow Iron Man to fall to the pavement.

But just as the Shellhead was just a few feet above the ground, Iron Man manages to stop himself by pointing his jet boots and palms downward and powers them up with enough power to make him hover in the air, successfully stopping himself from landing on any people below. A split seconds later, Iron Man rockets back into the sky and flies off, feeling quite angry in the process. "Okay, now the kid gloves are off!"

This, of course, causes the armored Avenger's trusty artificial intelligence, J.A.R.V.I.S., to speak up. "I take it that our new friend has, 'crossed the line' sir?"

"He suckered punched me, J.A.R.V.I.S.," Iron Man replied sharply. "Not to mention almost made crush a few innocent people. So yeah, it's pretty safe to say that he just made it personal." With that declaration, Iron Man files off back to the battle that he, and the rest of his fellow Avengers, are fighting in another part of the city.

As for Peter, quickly brings Gwen into an alley from the panicked crowd. "Gwen listen, I need to…"

Gwen quickly placed her fingers over Peter's mouth to silence him. "I know, get to the lower levels while you help the Avengers," she said to him, then briefly moved her fingers and gave him a quick kiss on the lips. "Just be careful."

"Always," Peter replied, gently holding Gwen's cheek.

This causes Gwen to briefly place her hand over Peter's and gently presses it up against her cheek, feeling the warmth of his touch one final time before reluctantly pulling away and joining the lines of people going down into the subway and the lower levels of the city.

As for Peter himself, he runs deeper into the alley, where he then begins to take off his street clothes and show his Spider-Man costume underneath, suiting up to aid his fellow Avengers with the latest threat.

Meanwhile, right in front of the Daily Bugle, the Avengers, which consisted of Captain America, the Wasp, Ms. Marvel and Black Panther, all had their hands full in dealing with a new incarnation of the Masters of Evil, which roster included:

THE MANDARIN: (the leader of the team, who was an Asian man in his mid-forties with long black hair and mustache, wearing green armor with a matching cape and his hands glowing with power thanks to the rings on all of his fingers.)

ARMADILLIO: (a middle aged Caucasion man donning a large, bulky orange armor with clawed hands and feet.)

TIGER SHARK: (a man clad in a black and yellow jump suit, with a large fin that started from the top of his head and went down to his lower back, with highly noticeable, pointy Adamantium teeth.)

MISTER HYDE: (a large, bulky, muscular man dressed in a green suit, but at the same time, maintains a savage appearance.)

And DREADKNIGHT: (a man clad in medieval style armor with a white, skull-like helmet, carrying a lance and riding on what appears to be a winged, cybernetic horse.)

In the midst of this free for all between the Avengers and the masters, the leaders of the teams, Captain America and the Mandarin, were engaged in close quarters combat, with Cap holding up his circular shield over to block an incoming right jab from the Mandarin and counters with a stiff right legged side-kick to the ringed villain's side, forcing him to stumble back. Afterwards, the Sentinel of Liberty continues his attack by throwing a left legged front kick.

However, the Mandarin shows his martial arts skill by using his left hand to block push Cap's foot downward. He then spots the Super Soldier using that same leg to throw a high round kick, forcing the villain to hold his left arm up next to his head and successfully block the attack.

Moments later, the Mandarin fights back by channeling his will power into his right hand, and with the power of the Impact ring on his index finger, causes his hand to glow and goes for a super charged straight punch, aiming for the star on Cap's chest.

Fortunately though, Cap manages to hold his shield in front of him and blocks the Mandarin's punch. However, the charged punch was so powerful, it sent Cap flying backward a few feet away and crashing through a display window of an electric store.

Now with the upper hand, and figuring that the Avengers would be directionless without their leader, the Mandarin holds up his left fist, concentrates and fires an electric blast with the intent of destroying the store with the Super Soldier inside.

But before the villain's blast could reach its target, Iron Man comes flying down from the sky and upon landing on the pavement, holds up his left arm, projects an energy shield and deflects the blast, saving his fellow Avenger in the process. Afterwards, the Shellhead lowered his shield and retaliated by holding up his right hand and fires a repulser blast, which end up hitting the Mandarin's chest and sends him flying and back first onto the wall behind him. "And THAT was for blind sighting me!" Iron Man exclaimed, then looks over his right shoulder to see a wincing Cap as he got out of the store. "Cap, you okay?"

"Fine, thanks for asking," Cap answered back, finally crawling out of the store and placing his feet on the sidewalk. Moments later, the Sentinel of Liberty sees Tiger Shark charging towards him through the corner of his right eye and thus holds shield over his head to avoid his finned attacker's hammer blow. Afterwards, Cap fights back by throwing a left middle punch in the villain's gut, the capitalized by spinning around and throwing a shield enforced spinning right back fist, hitting Tiger Shark on the left side of his head and sending him down hard on the pavement.

Iron Man looks at Cap with an impressed and pleased expression behind his faceplate, seeing Cap being able to take down Tiger Shark proved to be a definite answer that the Super Solder was fine. However, the Shellhead receives quite another shock when the Armadillo stomps towards him from the left side and lets out a loud roar as he holds his fist over his head and goes to bash Iron Man into the pavement. Naturally, Iron Man was alerted by this and thus steps back and charges his repulsers to fire a blast.

However, before any move was made by either man, a large web-ball comes out of nowhere and covers the Armadillo's face, stunning the large behemoth causing him to stagger into the waiting arms of Ms. Marvel, who comes up behind him, wraps her arms around his waist, then uses her super strength to pick him up and give him a belly to back suplex, slamming him to the pavement and making a small earthquake. As Ms. Marvel stood up off the ground and levitated away from the dazed Armadillo, she said this to a stunned Iron Man in a playful tone. "Don't seem to be on your game today, Tony!"

"Just a rough start, but I'm getting my second win," Iron Man replied, then looks around and sees the newly suited, red and blue suited Friendly Neighborhood Spider-Man come swinging from a web-line than lands and perches on top of a lamp post. "By the way, nice save, Web-Head."

Upon hearing Iron Man tell him this, Spidey himself has a confused, unsure look behind his mask. "Thanks but…I didn't shoot that web."

Naturally, this answered Iron Man was shocked by this revelation, but moments later, both he and the Web-Head received another surprised when they heard the voice of what sounded like a seventeen year old male. "No, you didn't!" This caused both Spidey and Iron Man to look up and see that the voice belonged to that of…another Spider-Man! However, this one appeared to be vastly different, in that his suit was red and black, with a large spider symbol on his chest, his gloves had talons on them, his mask had tinted black lenses and had four red, robotic spider-legs that were holding him up over the ledge of a nearby roof, which allowed him to hold both hands up in a web-shooting fashion in order to shoot webbing into the Armadillo's face. "That webbing was mine." Moments later, he turns his attention a still stunned Spidey, and what he said shook the young Web-Head to his core. "As well as a few other things that you have taken from me!"