A/N: so, this is my first Ultimate Spider-man fic, so let me know if there's any OOC-ness? I'm trying to make sure the characters act like themselves. There's some joking stuff in this chapter but it's gonna get murky later on! Hope you enjoy the chapter!

Disclaimer: I don't own Ultimate Spider-man.

Chapter 1

Peter stared at himself through the shattered mirror. His gaze falling to his trembling, blood soaked hands. The boy sank down to his knees, shivering while he whispered over and over again until the words continued to echo in his ears.

"How did this happen?

Previous time...

The New York City skyline was painted a cement gray, threatening rainfall over it's inhabitants. It seemed no colors below could escape being washed out from the weather's dullness. Taxis honked in traffic, pedestrians crossed streets, trains came and went. A typical Saturday in the city.

"Hey, Harry!" Peter waved to his best friend from down the street. Harry had his phone pressed to his ear, he hung up and shoved it into his pocket, turning to wave back at the brunette.

"Hey, man...sorry...I'm late," Peter panted after running so many blocks.

The redhead shrugged. "Whatever, you're here now, right?"

"Yeah! So what movie did you wanna see?" Peter asked in an upbeat voice. Nothing, not even the crappy weather, was going to stomp on his good mood. "Is MJ still meeting us there?"

"She said so," Harry said and dug his hands into his pockets while the two of them turned a corner on to a new block, getting closer to approaching the movie theater's entrance. "Damn, looks like it's gonna rain."

"So? We'll be indoors, it's no-" Peter's words died off when he felt a sharp chill shoot up his spine. His Spidey-senses only gave him a two second warning before the gunshot pierced the air.

All around people on the sidewalk threw themselves to the ground, cowering by the startling noise. Peter grabbed his friend by the sleeve and shoved him forward, out of the open and nearer to the theater's building.

"Shit, where did that come from?!" Harry gaped. Peter barely heard the other. His eyes were too busy scanning the crowds. No victims anywhere, just shattered glass. A flash of red on the low rooftop opposite of them caught Peter's attention.

"Harry, go inside and call the police," he suggested, turned and bolted down the street.

"Wait, Pete, what about you?!"

The brunette yelled over his shoulder. "I'm fine! I'll...I'll be right back! MJ was on her way here! I just wanna make sure she's fine. Now, go!"

Damn it! One day! ONE DAY is all I ask for! Spider-man mentally wailed as he swung from building to building.

The half-spider flicked his wrist again that latched onto another foundation to swing from and flipped through the air, passing the gigantic screen of J. Jonah Jameson raging out his news reports about the city menace.

Wow. What a bundle of sunshine that guy is...Peter snorted and shook his head to focus. He had a sniper to find. Another chill shot up his spine before a bullet snapped the web he was swinging from and left him falling towards the pavement streets far, far below. Spidey shouted and shot another string of webs to save himself and flipped through the air again, landing on the closest rooftop.

Spider-man took in his surroundings, turning slowly in a half circle. The skyscrapers around him acted like tall, imposing walls of glass. He could see small reflections of himself in the mirror-like windows. No one was around.

"Spider-pig! Spider-pig! Does whatever a Spider-pig does!"

Several bullets implanted themselves in the concrete mere feet from the teen as he threw himself out of the way. The singing proceeded.

"Can he swing from a web?! No, he can't, he's a pig! LOOK OUT! He is a Spider-pig!"

By this point Spidey was back to back with a billboard with a trail of bullet holes in the roof that was leading towards him. The sound of breaking wood occurred, followed by the feeling of two feet slamming into his back made Spider-man hit the cement face first.

"OUCH! That's gotta hurt!" Deadpool exclaimed as he landed next to the hero. "What? You didn't like my singing? I call it my Ode to Bug Face."

Spidey grunted and jumped back onto his feet. "What on earth are you doing? And leave the humor to me. Really."

"Ooooh...you sound mad. What's the matter, Skippy?! You don't like the bullets? Damn, I knew I should'a kept the laser guns. More explody, boomy, destructive-y stuff makes everybody happy. Plus, they're fun," the mercenary laughed that faded instantly as he pulled out his dual swords and attacked.

Spider-man flipped and parried the attacks, landing on the opposite side of the roof. The hero quirked a masked eyebrow. "Still didn't answer me. What are you doing here? And is it just me or are you behaving crazier than last time I saw you?"

Deadpool chuckled darkly. "Oh, I'm feeling just peachy in the head, arachn'a boy. YOU CAN'T CURE MY AWESOME!"

The black and red clad man slashed outwards with his sword and the blade grazed over Spidey's chest. The hero jumped back again, feeling the blood seeping out of the fresh wound and soaking the torn material of his suit. He raised his head, wide eyed.

Deadpool seemed to be having a field day. The mercenary was laughing his head off. "Hahahaha! Man, see this?! This is proof that you need to change your outfit, dude! Damn, I'm gonna make a shit load of money after this!"

Peter glared behind his mask. "What do you mean 'this'? Who sent you? What are you after, Deadpool?" the hero shouted, finally having had enough of the others erratic behavior.

"Hee-hee. Ya see the thing is... I can't tell ya." Deadpool shrugged with his palms up, his dual blades still clutched in each hand. "That's a big no-no. I guess 'this' could mean I kick your ass after you made me lose all that cash from not selling that file with Earth's heroes' identities on it."

The two clashed again.

Spidey swung his right arm and his fist crashed into the others jaw. He heard the mercenary's jaw crack. The hero used both web-shooters to fling himself across the rooftop. He knew Deadpool had a healing factor and a simple punch wasn't going to distract him for long. When the hero's feet touched the roof's concrete again, the black and red clad man was reloading his guns.

Well, at least it's not a slap fight...Spidey thought sarcastically.

"Gonna put a bullet in your ass, web head," Deadpool chuckled, all cheeriness in his voice absent again. Peter thought he could hear the psychotic grin spreading under Deadpool's mask as he loaded the weapon.

Peter gulped. Maybe I spoke too soon?

Thunder rumbled across the clouded sky. Light rainfall began drizzling, spattering small raindrops onto the cement. The drops felt like little spikes of ice soaking into Spidey's suit.

"I'd hate to rain on your parade, Deadpool, but I'll be taking these," the hero quipped and snatched the weapon from the mercenary's hands with his web-shooters.

The mercenary moved in a flash of red. His fist hit the hero square in the face, making Spidey's head snap back. Peter felt blood gush from his nose and drip down over his lips. Before he could retaliate, Deadpool had snatched the gun back and fired off to shots that hit the hero in the chest.

Peter blinked after feeling a short pinch. He thought he was as good as dead. His eyes widened so much his mask could have torn. Staring down at the darts embedded in his chest, he ripped them out and let them drop to his feet. The crimson colored liquid that one contained was already injected, the remains on the glass was washed away by the rain.

The blue and red clad teen took a step forward and dropped to his knee when his world spun. Deadpool seemed to stage whisper. "Oh, yeah. That second dart was a tranquilizer. Oops. See ya 'round, Spidey!"

The teen crashed to the ground. He heard the retreating of footsteps. Soon all he could hear was the drumming of the rain, only aware of the pain surging through his chest as his vision was swallowed by clouds of ink.

A/N: so what did you guys think? Reviews are welcome! :3 no flame please.

~piscesgirl123