Disclaimer: The only thing I own is this crappy laptop with tons of viruses.

Get ready guys I'm about to start the rant about how this is just a FANFICTION written by a FAN.

[Oh no, Spiderpool's been taking reviews seriously again]

(Run!)

*grabs both by the neck*

Nope! You two are staying for this!

[This legally qualifies as abuse]

And you legally qualify as crazy. The police aren't too fond of that kind of legal.

(I was actually planning to tell on you to Alfred, but the cops work too)

[Since when did you become acquaintances?]

(Over a cup of tea and crumpets)

This is me mentally blocking you both out now. So I'm just going to say (again) that this is all the work of a devoted Marvel fan who's read a few Batman comics and watched all of his shows and all the Justice League junk too. I'm sure I could mention Batman Beyond, but that's for another timeline.

(We're not gonna name any names… but a certain reviewer *cough*maxe03*cough* has brought to Spiderpool's attention that he's not doing the best in his nerd power to live up to his reputation as a comic freak)

[How eloquently put]

(Just say'n)

Fine. Maybe I'm not the nerd I once were—

[Was]

Shut up—and I probably don't read as many Spider-man comics as I used to—

(Because you already read them all)

You might be acquainted with Alfred… but I'm friends with Red Hood.

…

As I was saying, you can't expect a human such as I to know absolutely everything about Spider-man. Plus, I'm one of those writers who can make the story super funny without it making it sound stupid. Heck, give me some credit for actually writing a friggin fanfiction in the first place.

[You're only writing one because you want there to be more Justice League/Spider-man crossovers]

It's my duty to the nerd society to fill the gaps I wish someone else would have filled in my life.

(What life?)

That's getting old.

[So what Spiderpool is trying to say is that he put Deadpool voices in a Justice League crossover]

(This stuff is his second language, ya doche)

Why are you two getting defensive all of a sudden? This is my rant!

(Too bad. We're taking over!)

[So I don't want to hear any lip about what doesn't match up with what or who is stronger than who. Leave Spiderpool alone]

(Ho ho ho, someone's gett'n uppity)

[This is a fanfiction, you should either treat its author with respect, or write a better one yourself]

Um, guys? You're making a mountain out of a craphill here! I was just planning to admit that I'm not all that good with the technical stuff! STOP MAKING MY READERS THINK I'M A SENSITIVE MUFFIN-HEAD!

…

…

…

(Heh, muffin-head)

You just lost all that respect you gained from defending me.

[Hold on… you respect us?]

Not anymore, ya pie holes!

(But you just admitted you did!)

It was only for a few seconds. All is right in the universe now that it's over.

[Look what you did, Yellow. We could have gotten free chimichangas for our trouble]

Aaaaaand you just earned yourself the bottomless pit closet.

(Awww! Don't be that person, ducky!

IN THE CLOSET! NOW!

[Abuse, I say. Abuse]

Chapter 18: Fear Me, I am Batman

To be completely honest, Spider-man was having one of the best years as a superhero he'd ever had. This new dimension's New York City didn't have any big super-villains to be heard of (besides the few minor meta-humans who had wandered in from time to time), so he didn't find his life buzzing with the usual panic and paranoia that came with all the responsibility.

But that didn't exactly make Peter as happy as it should have.

It's not like he hadn't asked the other Leaguers for assignments or missions to join. But every time he brought it up, they blew him off or made an excuse. Deep down, he knew that they weren't being cold, but they somehow thought that Spidey needed a vacation from superheroing. Which was the last thing he wanted to be doing. In no way did he want to shirk any more of his responsibility than he needed to. As long as he was away from his home world, he felt like he needed to make an effort to do good in the new one, and not just by dealing with common criminals.

Spider-man has a major responsibility complex… so of course he would think he could do better.

Peter sighed deeply as he swung his spider-enhanced body through the skyscrapers. It was a considerably quiet morning, probably because the bad guys hadn't been kicked out off the couch by their grandmas yet. His own grandma had been Batman, reminding him ever so diligently with the annoying ringtone that he had work to do.

Bats has been on my back ever since I stole his utility belt.

What did you expect? You wouldn't be a jolly spider-lad if he had stolen your web shooters!

True. But he could at least let up on Saturdays.

Criminals don't take the Saturday off.

Did you just seriously quote Batman to me?

He's a good source of humor.

Yeah, if humor had a death glare.

Spidey avoided yet another building that hadn't existed in his dimension. He didn't plan on having a repeat of his face-plant in Metropolis… especially since he was sure Batman was watching.

The wall-crawler released his grip from the web line to perch on a conveniently placed gargoyle. He could feel the distant chill of October weather through his insulated suit, giving himself a mental sticker for adding it in his free time. He thought about installing a few more gadgets into his suit, but he didn't want to use up any more of the Justice League's resources, and he was saving the money Bats gave him for when he got back to his dimension. Maybe he could even buy a better camera.

He felt guilty about mooching off the JL, but Batman he had no problem being an inconvenience to.

Even so, he had lowered the bar for his apartment, since he didn't want to be living like royalty while he dumped his responsibility on the Avengers. Plus, it just felt wrong.

What do you think about that agreement Flash came up with for Halloween?

I think it's stupid.

What?! I think it's a great idea!

Getting everyone to switch costumes for a day just sounds like something a bunch of kids would do. Besides… what happens if someone draws Wonder Woman? Namely us!

Don't worry, Other. Everyone already decided that Batman would have the honor.

In that case, I'm all for it.

Peter could admit that everyone was a little hesitant when the Flash suggested the idea (Batman practically tried to kill him with his eyes) but eventually the League warmed up to it and decided to draw names out of Green Arrow's hat. No takebacks unless you got your own. But of course, Batman refused to even show up for the drawing, claiming that "there was an Arkam breakout that he needed to take care of".

Everyone knew he was running away for the sake of his pride. No one could blame him really. But that solved the uneven numbers problem, if nothing else.

Spidey breathed in the city air, noticing how much cleaner it smelled from Gotham. He turned his head in the direction of the nearest zeta-tube, deciding that it was quiet enough to head to the Watchtower for the costume exchange. He shifted the backpack with the extra Spidey costume on his shoulder, and leaped off the gargoyle to thwip to his destination. Peter only hoped that Superman didn't drawn his name, the spandex might be a wee bit tight. They could always alter the suit later… but where's the fun in that?

"Alright everyone!" Flash, aka Barry Allen, clapped his hands together excitedly. "Let's get to the suit swapping!"

Out of everyone, the speedster was getting the most kick out of the Halloween agreement.

"We get it, thumper!" Arrow rolled his eyes as he dropped his gym bag in the circle of superheroes. "You can't wait to see who gets to cosplay Wonder Woman."

"It's obviously not Batman," the goddess herself commented, obviously disappointed.

Spidey took another sweep of the room to confirm that the Dark Knight was indeed ditching on their agreement. Yup, not a pointy ear in sight.

"I seem to remember him making a deal with Spider-man not too long ago," said Martian Man-Hunter.

Superman shook his head. "We can't force that stubborn Bat to do anything he doesn't want to, so I see no point in waiting for him."

"Yeah," Flash agreed, thumping his foot just as Arrow nicknamed him. "So let's get this thing rolling! I wanna see who picked—"

"We know!" The League all exclaimed in unison.

"Yeesh, no need to get touchy."

Peter grinned behind his mask at the sudden child-likeness of the team, and all because of a little Halloween fun.

I can't remember the last time I did something like this.

The rest of the team settled down long enough to add their extra suits into the pile, and pull out their slips of paper. One by one, the Leaguers read off their destined personas. Peter went first.

"The Flash," He announced, with a tinge of relief washing over him. Somehow, swinging around in nothing but a unitard and a tiara didn't sound that appealing for a chilly October day.

The teen hero knelt down to grab the bright red suit from the pile. It didn't look that different from his own, except the material was a bit denser and he only had a partial mask. And of course, the web design was replaced with lightning streaks.

I personally think I got the best one here.

Spidey was afraid the rest of the team wouldn't be so lucky.

To his relief, Flash was ecstatic when he got Spider-man's suit, and I'm pretty sure he make some sort of squealing sound a fanboy makes (not that I would know). Of course, he forgot his lapse in manliness long enough to express his disappointment when Martian Man-Hunter notified everyone that he had picked Wonder Woman.

Why was his disappointment so eminent you ask? Well, everyone knows that the Martian can change into any shape or form, so all he had to do was mirror Wonder Woman's exact appearance. No one could tell the difference. Yeah, I know… disappointing.

The rest of the team was more relieved than upset that J'ohn got the warrior princess, and proceeded to announce their new hero identities.

"Superman," said Wonder Woman.

"Martian Man-Hunter," said Arrow.

"Green Arrow," said Superman.

The Kryptonian paused and gave the gym bag of Oliver's a wary look. The archer simply smiled mischievously.

"No take-backs," Arrow interrupted as Superman was about to object. "Those are the rules."

Clark Kent didn't even try to hide his uncomfortable sigh, reminding Spider-man of Captain America whenever one of the Avenger's dared to swear in his presence, while the rest of the team just looked at each other with glittering eyes. Poor Supey, the odds are most definitely not in his favor.

Peter frowned underneath his mask as a thought came to him. "Hey, do we have to trade gadgets and weapons too?"

The giddy look on Arrow's face disappeared at the thought of crime fighting without his iconic bow and arrows.

"I don't think so," Flash spoke up before anyone else had the chance. Apparently, he had nominated himself the official rule-maker without anyone's consent. "We're just trading costumes."

Spidey eased his shoulders at the revelation. Simply the thought of running everywhere, just as he'd done in Metropolis, was exhausting. Even if it was a slow day for crime, he wasn't about to parkour his way through traffic for no other reason than to pretend to be the Flash.

The Justice League disbanded to go alter their suits to fit them, either in the Watchtower or at their own base. Everyone except the Martian, naturally. He just waited around for everyone to return. Peter barely had to fix anything with Flash's suit, except maybe the height. His sewing skills came in handy though. The web-slinger assumed that Barry would switch out his own spider-suit's thin souled shoes with something that wouldn't burn out.

Or catch fire.

He had heard some very interesting stories about that.

Once he was finished with the alterations, such as openings for his web-shooters, the teen quickly changed into his fetching attire and strolled into the main deck once more, to find the speedster and the green alien waiting. It was apparent that the Flash had used his super speed to adjust his new costume, since he looked like he had been waiting a while. He was, of course wearing the Spider-man suit, and it didn't look half bad for one that didn't belong to him.

"Finally! What's taking everyone so long?" He exclaimed in a half whine half sigh.

"Well not everyone can travel faster than the speed of sound," come the reply of one very green and blue Legolas, his cape trailing behind him as he entered. "Or deplete an entire all-you-can-eat buffet in under five minutes," he added.

"Nice cape there, Ollie," Peter quipped with a smile in his voice. "Planning on visiting any comic conventions later?"

"Hardy har. You laugh now, but my cape and I will rule this planet before you know it."

This declaration of a takeover from the oddly dressed Green Arrow caused the other two heroes in the room to crack up, while Martian Man-Hunter chuckled. When Spider-man—oops—Flash laughed, it felt different. Maybe it was because he didn't have his smile hidden behind a webbed mask. But whatever it was made him feel like his emotions were out in the open. And that wasn't half bad.

Peter was just glad Batman wasn't there to scowl at him for being happy or something.

The laughter carried on, with the archer joining in, until the arrival of princess Diana made them stop.

"What's with the Joker impressions, boys? Ollie can't look that ridiculous in a cape."

Peter's jaw dropped at the new Superfied version of their resident Amazon. The suit design itself stayed the same, it was only changed in a few places to fit her form, and Wonder Woman's signature golden arm bands and lasso were in their usual positions. What really gave the four heroes a shock was the lower half of the suit… the blue leggings past the red *cough* were missing!

When the four Leaguers neglected to speak for a good long while (due to shock-induced comas) Super-woman crossed her arms and raised a skeptical eyebrow.

"Is there anything you boys want to say?"

To the warrior's satisfaction, the four frantically shook their heads "no". They all had a feeling that if any of them mentioned her lack of tights, they would have to spend the rest of Halloween in the medical bay. So they decided not to trust their mouths and stayed silent.

The struggle was real for Spidey.

The team only waited a little longer for Superman, but the time he took was understandable, since his suit was the most difficult to alter. When the Kryptonian finally arrived, a quick intake of breath was heard in the room. It was Superman alright, just greener… and with a tiny hat.

Yeah. The Justice League didn't stand a chance.

Clark looked painfully embarrassed as the team failed to contain their laughter, and Spidey almost felt sorry for the farm boy. But then he noticed the boots, and started laughing again. Green Arrow was the first to stop in his merrymaking, and suddenly so.

"Hey, wait a minute." He began with a realization dawning on his face. "Is this how all of you see me?"

"Yes!" The speedster, the Martian, and the princess all said in unison, while Spidey toned his laughter down to a snicker.

"That's it!" Oliver threw his hands in the air and trudged towards the zeta-tube. "Me and my cape will be taking our services elsewhere! I'm sure my city will be much more supportive than any of you!"

"Yeah, good luck with that," Peter whispered to Flash, who joined him in snickering.

The Green Arrow and his wounded pride glared over his shoulder, it wasn't near as intimidating as Batman's, but it did the trick.

Everyone quieted down once the caped Robin Hood had left the scene, and Superman was just glad the attention was off himself. The rest of the team made a few comments about each other's outfits, before bidding adieu and taking off to their own separate cities.

After all… they had a Halloween legacy to begin.

Spidey-flash swung his way merrily through the streets of New York City, finding great enjoyment from the double-takes and the wide eyes of the civilians.

I bet they've never seen a flying Flash before.

We're not actually fly—

Just roll with it.

Peter shrugged off Other's curt attitude, and brought his focus back to the streets. He was practically wishing for some knucklehead to snatch a purse so he could see the look on the crook's face when the Flash came falling out of the sky. The fastest man alive… web-swinging powers not included.

As if to grant his wish, a shady looking character with a baseball cap pulled over his face sunk out from the shadows, and slowly trailed the group of young children in their Halloween costumes. Spidey-flash had been following the kids for a little while, worried for their safety since they were without any parents or adults.

Apparently his caution had paid off, because the shady fellow triggered his spider-sense as a knife was suddenly pulled from the man's jacket.

Oh no you don't!

As quick as the Flash, the hero swung himself down towards the sicko and landed a hard kick directly at the small of his back. It wasn't enough to break anything, but the cry of pain told Peter that the man still didn't appreciate the gesture. Spidey-flash kicked the fallen knife far away before turning to the crumpled creep for the finishing blow, but hesitated when he saw the wide and frightened eyes of a mini Batman. Yup, that's right, one of the kids was a pointy-eared fan… and he looked like he was about to cry.

In sensitivity to the watching child, the hero webbed up the crook to a lamppost without knocking him out first. Sure, the guy struggled hard, but he didn't want to make Mini Bats cry. The rest of the costumed kids, however, complained that they didn't get to see more superhero action. A few were smart enough to ask why the Flash used cotton candy to tie up the bad guy, which made Spidey smile.

"Now I'm going to call the police so they can lock up this nasty man," Peter talked down to the children, who all held on to his every word. "But no one try to eat the cotton candy while I do. Okay?"

The costumed kids nodded their heads enthusiastically, all except one little girl dressed as a ninja who frowned at the "cotton candy" webs, probably upset that the hero had to spoil her plans. Content with the majority of the group agreeing, Spidey-flash flipped open his phone and dialed 911.

"Hello?" Peter spoke into the phone while plugging his nose, making his words sound funny. Since he didn't have his usual mask to muffle his voice, he had to improvise. "There's this criminal that pulled a knife on a bunch of kids, but a superhero took him out and now he's just hanging here."

The cosplaying Spider-man winked at the children, who all giggled in return. Well, most of them. Mini Bats was still pouting for some reason.

"No, I'm not making this up officer. I promise! Can you at least send someone down here to pick this guy up? I don't want a crazy like him running loose on Halloween."

After a few more times of repeating that he wasn't prank calling, Peter gave the suspicious officer the location of the criminal's hanging place. He avoided mentioning that the guy was being detained by cotton candy, because he had a feeling that the cop's patience could only go so far.

Spidey-flash sighed as he tucked the phone into his utility belt, and turned his attention back to the group. They were surprisingly still there, but a few had occupied themselves by jumping off the short stone stairs leading up to an apartment door, while the ninja girl was showing off her handstand to a blonde Superman.

And then there was Mini Bats.

For whatever reason, the boy around the age of five had decided to plant himself sitting on the sidewalk. He kept sniffing, like he was trying very hard not to cry. Half of Spidey wanted to take a picture and send it to the real Batman (the Other half) and the second half wanted to cheer the kid up (the friendly neighborhood half). Peter obviously won out over his roommate, and knelt down close to the child.

"Hey, kiddo! Do you know whose costume you're wearing?" He began cheerfully.

Mini Bats glanced up at the hero cautiously, and sniffed, "Batman."

Peter grinned and shook his head back and forth. "Nope! Not that one!"

The toddler's face scrunched up in confusion, and he tilted his head. "Really?"

"Yup. He's got a totally different name!"

All wariness dropped from Mini Bats face, and he leaned toward forwards in curiosity. "What is it?"

Peter pretended to look from side to side, as if he didn't want Batman himself to overhear. "Well you see…" He smiled slyly and whispered to the child. "He's actually called Doberman."

The intelligent little five-year-old's eyes widened and he whispered back, "But that's a dog!"

Spider-flash's smile grew as he attached his two pointer fingers on the top his head to the imitate ears. Two black pointy ears to be exact. Catching on to what the mischievous wall-crawler was implying, Mini Bats frowned and replied unconvinced,

"But dogs don't wear capes."

"He's a super dog. Super dogs wear capes. Bats don't wear capes either, you know."

At that last and final act of persuasion, the costumed kid fell for it completely. Peter could tell from the look of wonder in his blue eyes. Aunt May would be so ashamed.

"So I'm Doberman?" The toddler asked.

"You are Doberman." Spidey continued to smiling at his immature prank. "All fear you."

The newly named Mini Dober jumped to his feet and ran back to his group of friends, most likely to share the little nugget of wisdom that a certain Spider-flash had share with him.

Batman is going to eject you out the Watchtower's disposal chute if he ever hears about this.

Relax. That's never going to happen.

Oh really? So all those little cameras around the city that your spider-sense has been warning about are just my imagination?

Wait, what?

Peter followed the faint buzzing of his sixth sense to pick out the smallest of small cameras hidden in the darkest corner of a building. He wouldn't have noticed it if he wasn't looking for it, but now that he did, he wasn't going to let it just sit there.

Spider-man used his spider-abilities to make his way to the corner, and confirmed that the camera was indeed Batman's. It had the tiny bat symbol and everything.

Maybe he calls it the bat-lens.

He would do that.

So we destroy it, right?

What's the point? You said there are hundreds of them all around the city.

So why are you sticking your face in the camera?

'Cause I can.

After a few seconds of eye-crossing, Peter got an idea. Reaching into his utility belt (which he had to wear on the outside since the Flash apparently wears a onesie) he pulled out his Friendly Neighborhood Spider-man notepad and scribbled something down on it. Once he was finished, the hero webbed the piece of paper in front of the camera with the kind of sticky stuff that doesn't dissolve in an hour.

Wow. And here I thought you couldn't get any more immature today.

It's Halloween. Sue me.

Everyone reported back at the Watchtower after their long day and partial night of cosplay superheroing. As expected, there were a few suit casualties. The first was Superman, who had managed to loose both the Archer's hat and tear the suit in more than one place. Apparently, he hadn't altered the fit as good as he had thought.

The next was Green Arrow, who had torn his beloved cape to shreds while fighting Boomerang. Everyone was sure that he was more upset about its loss than Martian Man-Hunter himself. They were only extras after all.

Princess Diana and the Martian had no trouble keeping their suits intact, though the rest of the team claimed that J'ohn was cheating since he hadn't actually used Wonder Woman's suit. But that's probably for the best.

And then there was the Flash, whose return surprised everyone. I'm sure it's because he came back with most of the suit burnt to a crisp. You see, he had replaced the soles of Spider-man's costume, but he was so excited to get done first that he forgot to add friction protection to the rest.

"So you caught on fire?" Green Arrow asked, desperately trying to keep the laugh out of his voice.

"Multiple times, yes."

Spider-man was the first to lose his composure (naturally) and the rest of the Justice League followed. No matter how upset Barry was about frying his Spidey suit, he didn't stay pouty for long.

"Someone should get down to Gotham and drag that cranky old Bat up here so we can make him stick to his word," the red speedster suggested, causing the team to consider the plan.

"I'll do it!" Spidey volunteered with surprising enthusiasm. "As long as everyone doesn't disappear once I get back."

The League members exchanged worried glances with each other, and Wonder Woman finally spoke up. "Are you sure? I mean, you two aren't exactly on the best of terms right now."

The webbed vigilante snorted and waved a hand dismissively. "We're never on the best of terms. Besides, he can't hate me anymore than he already does."

Arrow shrugged at the Amazon as if to say "he's got a point". Seeing as the rest of the team had no objections to it (mostly because they didn't want to face the Dark Knight themselves) Spider-man's operation Bring Back Bats was underway.

This idea is worse than the sticky note in front of the camera.

Peter rolled his eyes under his original spider mask as he web-swung his way through Gotham. He had pinpointed the Batman's location to this general area, but finding the dark vigilante was a whole other issue.

That idea was golden. You're just nervous that we'll get our tails handed to us.

Oh, you mean like last time?

Watch it, roomy.

Spider-man turned his attention to his surroundings. The area in which he was transported to was different that the Gotham City that he was used to seeing. For one thing, the buildings were much older, and there were even a few small houses wedged in-between them. It also felt quiet—too quiet. The kind of silence that needs to be broken.

This place gives me the creeps.

All of Gotham gives you the creeps.

Yeah, but this part especially.

It is Halloween. Maybe the Grim Reaper will steal your soul.

Zip it, Other. You're not helping.

Oooooooooh, Spidey's scaaaaaared!

I'm not listening, la la la la!

Peter's denial was interrupted by the sudden spark of his spider-sense, warning of danger from the old abandoned house to his right. Curious about why a paint-peeling crazy cat lady's little hovel would cause his spidey-sense to go off as strongly as it did, the hero dropped down to the front yard. As Spider-man studied the building, he felt that the wooden boarded windows and half caved-in porch weren't exactly the most welcoming.

You could always turn back.

Oh reeeally? Who's scared now?

That seemed to shut Other up, seeing as he stayed silent as Spider-man stepped towards the front door (love the alliteration). He winced when the hinges creaked painfully loud as the door swung open. Peter hoped that the abandoned house was, in fact, abandoned. Because if not, then whoever was inside surely knew that he was there.

Stupid hinges. He should have just crawled through a window. Oh wait… those are all boarded up.

With the need to be stealthy lost on him, Spider-man hopped over the hole in the wooden floor to face the empty hall. The space was very narrow, and so was the staircase leading to the second floor. He couldn't see what was up there because the stairs took a sharp turn, and his spider-sense wasn't helping much since he was in such a confined area.

All of this would have been very claustrophobic if Peter wasn't used to tight spaces, but it still made him nervous.

I can't see anything past this hallway and the stairs. It doesn't feel right.

Like I said. Turn back. No one will know.

But what if whatever's in here is dangerous to the residents?

The residents? What about us?!

Not that your attempts at self-preservation aren't admirable… but I don't die as easily as civilians.

If you hand a genetically enhanced human an Armageddon bomb, and you hand an average Joe an Armageddon bomb, both die either way.

Then we'll just have to hope that there's no explosives in here, hmm?

Whatever. Your funeral. Oh never mind… I just remembered that I'll die too!

Shh! I'm trying to focus my spider-sense!

Spidey hadn't just used that as an excuse to make Other stuff it, he was actually trying to pinpoint the danger radiating off the house. But having his roommate pipe down was a huge help.

The web warrior slowly walked past the decaying staircase and into the narrow hallway, his spider-sense ringing louder and louder with each step.

We need to get out of here.

Okay, the chicken act is getting a little annoying, Other.

I'm serious, you idiot! We need to—

Both Spidey's stopped their bickering as a faint sound was heard. It was a low and continuous hissing, and it was emitting from the small whole in the wall under the staircase. Peter didn't know how long the gas had been filling the room, but it was enough to make him feel off balanced.

Instead of walking backwards like his brain had told his legs, he swayed on his feet and had to brace himself against the wall. Things were not looking good.

"What!" A shrill and distorted voice pierced his skull. "You're not the Bat!"

Spider-man struggled to lift his head and find the owner of the voice, who was leaning over the railing, looking down at him. It was a demon. Or at least that's what Spidey saw through fear-gassed vision. The scarecrow-like figure's face was morphed into a sinister jagged grin, and the shadows around him writhed to envelope the room. Everything seemed to grow taller than Peter, while he himself felt small and helpless. Whatever the gas was doing to him had taken full affect.

"Never mind," The demon cackled and his gruesome sackcloth face distorted even more. "You'll do just fine, little hero!"

For reasons beyond Spider-man, he felt completely terrified. As his head reeled, he vaguely remembered one of his teammates mentioning an Arkam breakout earlier that day. But any prior thoughts were brought crashing down as the aged floor suddenly collapsed under him, causing the Spider to fall into the gap. He barely had time to grab onto the edge of the pit, but when he did, his adhesive powers ceased to work. The teen, holding himself up only by sheer arm strength, heard a loud bang and the splintering of wood behind him. There was an accompanying screech, followed by the sound of rapid and heavy footsteps.

All of the noise surrounding Peter disappeared as suddenly as it had started. Because standing only a few feet in front of him, as pretty as the day he met her… was Gwen Stacey.

Yes. I said Gwen Stacey. Deal with it.

No. That's impossible.

And yet still, defying all reality, his formerly living girlfriend stood there with a smile on her face.

"Hi, Peter," spoke the ghost from his past in a hollow voice. "It's been a while."

"No. You're gone. I know you're gone!" He yelled at the impossible vision of Gwen.

She in return, frowned as if Peter's words hurt her. "What are you talking about, bug boy? I'm right here."

The disoriented hero was about to yell back, but his grip on the edge of the abyss slowly began to slip.

"I saw it," He finally replied in a strained voice. "I saw you—"

"You saw me fall?" Peter's stomach froze as Gwen's eyes changed from hurt to condemning. "You mean, you let me fall."

Peter Parker's first love's words cut into his soul like daggers, and his will to hold on faltered. A fear like he had never known gripped his heart as the blonde slowly walked towards him.

With an expression that somehow still held sadness along with the hate, Gwen knelt down to come eye to eye with the boy. "Isn't it only fair that you fall too?"

Peter watched as his girlfriend's hands were placed on top of his own, and slowly lifted from their grip on the edge of the hole. The only problem is that he let her do it. The broken hero didn't even fight as his Gwen removed his hands from their lifeline, and let the darkness surround him as he plummeted into the pit.

The last thing he saw before the world went dark, were the eyes of his love.

Lifeless.

A few minutes earlier…

Batman sped through the dimly lit Gotham streets in his Batmobile, on the trail of the Scarecrow who had escaped Arkam Asylum that day. Everyone back at the Watchtower probably thought it was an excuse to skip out on their immature game, but what they thought didn't concern Batman.

Capturing a psychopath takes higher priority over something as childish as a costume party.

Even so, Bruce would be sure to avoid all the members of the Justice League (especially Spider-man) for some time after. He wouldn't put it past them to play with ideas of revenge.

While he was searching for the Arkam escapee at the Batcave earlier, he had gotten an alert that one of the cameras he had set up in New York City was blocked, so he pulled up the footage. And what he saw did not make him happy.

Spider-man's getting ejected out the Watchtower's disposal chute next time we meet.

He had tracked the Scarecrow down to an older part of Gotham City, but the maniac had been smart enough to stay out of sight, so it was taking longer than expected. Batman was about to make another sweep of the neighborhood, when an alert sounded in the vehicle, notifying the vigilante that one of his cameras had picked up suspicious activity. Pulling up the surveillance on the Batmobile's screen, he looked on in growing annoyance as the web designed spandex of a certain teen hero disappeared inside a rundown house.

Why him of all people? Why couldn't it be the Joker?

Why the universe continues to put our Friendly Neighborhood hero in the path of Gotham's Dark Knight, we will never know.

With an awakened urgency, the Batmobile sped in the direction of Spider-man's location nearby. Upon arrival, Bats simply halted the vehicle in front of the old house and jumped out without cloaking his "car" first. He had no intention of hiding himself from the arachnid menace. He began by stalking towards the building, but stopped dead in his tracks when a maniacal cackle shattered the silence.

Scarecrow.

Now sprinting onto the front porch, Batman proceeded to kick the door down and storm the entrance. The scene before him was a possibly unconscious Spider-man lying motionless on the wood floor, while the villainous Scarecrow hover over the form from the staircase with a grin on his face. But that grin soon disappeared at the sight of Batman.

"Drat! Not now!"

My thoughts exactly.

Before Bats had the chance to lunge at him, the psychopath darted up the rickety stairs and disappeared onto the second floor. Bruce's first thought was to chase after him, but his mind wandered to the disabled teen on the floor. He still wasn't moving.

The Knight growled aloud, and turned to the hallway instead of the stairs. If only Parker wasn't such an idiot. Kneeling down to check his pulse, the detective discovered that the boy was alive, but in shock. He had only brought so much fear gas antidote with him, and from Spider-man's condition, he realized that he had been breathing in the toxin too long for a single dose of antidote to work.

He needed treatment at the Batcave… but that would mean letting Scarecrow run free for a few more hours.

Deciding that the sooner he got Parker conscience, the sooner he could catch his target and through him in a cozy little cell, Batman picked up the wall-crawler and marched to his car. He tossed the limp Spidey in the passenger seat, thinking very little of whether it would cause a head ache for the kid later, and jumped in himself.

As the protector of Gotham (and the world) took off towards the mansion, a single thought crossed his mind.

He better stop complaining about the ringtone after this.

Location: The Batcave (obviously)

Oooooowwwwwww! Why do I have a headache?!

Peter waited for a snarky response from Other, but gave up after five long seconds. Five veeeery long seconds of a headache. Feeling a cold surface against his back, the hero slowly opened his eyes, only to squint them half shut at the bright light smack-dab in his face. The last he remembered was getting a major guilt trip from his dead girlfriend (which he may or may not have deserved) and plummeting into dark black nothingness.

So how did I end up in the Batcave?

The answer? Batman.

No duh.

Peter groggily sat up from the medical table (a very uncomfortable medical table) and swung his legs over the side. Everything felt a little too wobbly for his taste, so he thought it safe not to stand just yet. As Spider-man's eyes adjusted to the lighting, he got his second ever glimpse at the legendary Batcave. After the first visit, where he had temporarily borrowed something of personal value to Batman, he was able to tone down his inner nerd just a wee bit.

But it was only a wee bit, after all.

Just as Spidey was about to go search for the sacred collection of batarangs and use the giant dinosaur for target practice, a sticky note at the edge of the bed caught his eye.

Use the teleporter to get home.

Don't touch anything.

I know where you live.

—Batman

Peter rolled his masked eyes.

Nooooo, and here I thought it was Wonder Woman leaving a note in the BATCAVE.

The web-slinger shook his head and clicked his tongue a few times for good measure, then tested his balance before standing. He didn't immediately keel over… so that's a good sign. Spider-man strolled out into the main cave area, at least a little familiar with his vacant surroundings.

I guess Bats is still out hunting Sack Face Guy.

Scarecrow.

Hey! How did you know that?

You read about him while you were recovering, remember?

Um… I kinda skimmed that paragraph, actually.

Figures.

Spider-man's attention was eventually drawn to the bat-computer, which glowed in all its giant magnificent-ness. A mischievous smile stretched across the arachnid's face.

You're gonna hack it, aren't you?

You can't stop me.

I wasn't going to.

Seeing as nothing but the distance threat of Batman stood in his way, Peter took the liberty of hacking the bat-computer. It's not like he was doing anything necessarily devious, he just wanted to see if the cameras had picked up his little chat with Mini Bats. And when he did… he just "accidentally" erase the footage.

Can't have ol' Batty Man ticked for no reason after saving us, now can we?

You're sneakier than you'll ever admit, you know that?

Hush, child! I'm preforming an act of kindness here!

Mm hmm. Sure.

After safely removing any and all video recording of his costumed conversation, the webbed warrior decided his fun messing around in the Batcave was over once he spotted the time.

Five in the morning?! How long was I out?!

Till five in the morning.

Sarcasm? This early in the day?

That's never stopped YOU before.

Peter struggled at Other's fair point, and began walking towards Batman's personal zeta-tube. He most definitely didn't want to be around when its owner got back from bad-guy busting.

Batman rolled his shoulders tiredly as he entered his secret base from a long night (and morning) of capturing Scarecrow. The criminal had had a few more plans up his sleeve, all of which had caused a major headache to the resident Bat. But it was finally over, and Scarecrow was finally back in the nuthouse wear he belonged.

And yet something still didn't feel right.

Bruce glanced warily at the recovery area, where he was relieved to find that Spider-man had up and gone. After the night he had, the quippy arachnid was the last thing he wanted to deal with. He scoured the cave for any signs of technology being fiddled with (or stolen) or batarangs lodged in his collection. The answer was a resounding no.

And yet something still didn't feel right.

That was when he noticed the computer. Its screensaver was still up… which meant someone had been on it recently. A very Friendly Neighborhood someone to be exact.

With a growing suspicion, Batman began searching his files for any sign of tampering. Almost immediately, he discovered that a whole section of the surveillance before the time he had discovered the note was missing. The kid had done a good job of practically demolishing any trace of the footage… but he had forgotten on thing.

The bug on the lamppost.

As Bruce listened intently to the recording of the listening device, his expression turned from curious to furious. And then there was something else more surprising.

Not a smile.

Totally not a smile.

Wow. That was LONG.

(Bravo!)

[I didn't know you had it in you]

Me neither… but now I feel dead.

[Die after you finish the entire story]

(Yeah! No bailing!)

*whines* But I wanna go to sleeeeep!

(Tough cookies)

Wait. How did you two get out of the pit closet?

(Elementary, my dear Watson)

[You can't get rid of us]

That's what I told my therapist. Did she believe me? NOOOO!

(Your therapist must not be a Sherlock Holmes fan)

Probably not. The jerk.

[This ending section is going to be short, isn't it?]

Yesh. Misa amost die now.

(I'll prepare the pit for ya)

Plez do.

*Yellow walks away*

…

[He's really going to do it, you know]

I know. Just let it happen, bro. Just let it happen.

So yeah. Freakishly long chapter (for me at least) and it took me a whole bunch of cram time after school and between homework to finish. I also broke my foot at camp and have to hobble around on crutches for three weeks. SO IT WOULD BE APPRECIATED IF YOU REVIEWED. plez. A few stuffs I remembered that I wanna mention before I die: I don't actually know if Martian Man-Hunter has an actual "suit", but for the sake of this fanfiction he does (so deal). Spidey CAN and WILL hack the bat-computer on a daily basis (just cause). Friction causes fire, so the fact that it happened for the Flash is plausible (plus I saw it on his TV show, so ha!). No real Supermen were harmed in the making of this fanfiction (I'm sorry for all you Supey fans who were personally embarrassed for him, I know this feeling as well). I don't really know the complete side-effects of Scarecrow's fear gas (so if it's not up to code, sue me). Green Arrow's borrowed cape from Martian Man-Hunter can be torn in this fanfiction (so I don't care if it's made out of a friggin titanium alloy or whatever). And finally, Gwen is dead. Let's just all get that straight right now. SHE IS DEAD. For reals, yo! No clones (yay!). Fear gas is a beach. Peace!

[UPDATE: PLEZ READ] So just a heads up, I put the character profile of one UltimateSpiderPool in that little profile section of mwah's. Backstory, description, how the voices came to be, all that junk. SpiderPool is the italics voice in the intro and end credits if you didn't know. I may or may not turn the whole "Deadpool's voices are people and they're being babysat by a teenager" thing into a fanfiction. Just putting it out there. Adios!