I Own none of the Characters, Places or other copywrited materials belonging to either Marvel or DC and am making no profit from this story this is intended as a work of fanfiction only. Please don't sue me.

This is a Crossover involving the clone of Peter Parker, Ben Reilly, the original Scarlet Spider taken at the moment of his supposed death into the DC universe. I hope everyone enjoys it and I will try to ensure the series is regularly updated, reviews are more than welcome.

The mask was damp and sticky against his face, his lungs tense as he opened his mouth and drew in a long shuddering breath and for a moment, sheer panic overtook him as all he could see was blackness and all he could feel was a rough paved surface beneath. It felt like a thousand needles pressing up against his skin as well as the constant down pouring of rain from above. His last memories that of a green, cackling demon and the feeling of sharp blades piercing his flesh, it seemed so foggy, so hard to bring his memories into focus as much as this world around him as his vision started to return, a blurry haze, a patchwork of light and dark and the cackling of some demons voice in the background.

"Bah, another costumed freak. Half dead too by the look of it. The other dial harlie dearest, the other dial!"

"Yes Mist-ah J!"

Is this hell? Do clones even go to such a place? Perhaps this is purgatory as the powers that be decide what to do with a duplicated man. A pair of rough hands grab him beneath the shoulders, dragging him unceremoniously off to one side and he soon feels himself roughly shoved up against a rickety old cast iron fence protruding from the muddy ground, cast aside like so much refuse. There, he can turn his head enough to see the source of the voices now, the leering almost skeletally thin figure, bone white skin and green hair, a ragged red gash for a mouth and all dressed in some rain soaked purple suit accompanied by the curvy, jester like figure of a woman, blonde hair pulled up into a pair of ridiculous pig tails, both of them standing before a large machine, twisting power lines snaking back into a building that would look more at home in some old carnival, a long barrel-like apparatus on a thick tripod pointed at a glowing, flickering tear in the air, no, in reality itself.

No! I can't be dead, I should be but something isn't right here, come-on Ben just work it out. His thoughts swirl though his mind, trying to put them into some sort of order and forcing himself to focus, to look around his environment. The green haired demon resolving itself instead into a grotesque parody of a clown except that smile would never bring any joy to children, it would chill them to the bone. That curvy figure beside him with her painted face, the muscle bound goons in their grotesque green and purple uniforms looking like patched together clown suits, no, these guys are typical goons if he has ever seen them and he has seen plenty, or Peter has, or both, either way it doesn't matter right now and with sudden purpose his red and blue clad hand gripped at the fence against which he'd been discarded, moving, beginning to pull himself up to his feet.

"Hey, guys. Wasn't Halloween last month?"

Really Ben, is that the best you can come up with? Even being witty feels like it hurts right now, nice job. He shakes his head for a moment but can't help but notice that with that little declaration he seems to of gained everyone's attention with the twisted looking clown and co all turning in his direction. Suddenly more interesting than mere detritus? Oh being loved hurts sometimes. The next words confirm his already growing suspicions as they leave the clowns mouth.

"My dear boy, this is Gotham! Every day is Halloween here! Now would you be a good lad and die? I have important work before The Bat arrives."

Somehow he gets the feeling that's a request they aren't going to allow him to decline, not with the goon squad raising a shotgun and handgun in his direction and his spider sense screaming at him to an almost painful degree from the back of his skull. He'll have to find out what a Gotham is later and his normally sprightly jump to one side is more of a stumble that has a bullet pass so close he can feel the tug on the fabric of his costume. A few steps forwards gets him in close however, close enough that even stumbling like he is he can put his shoulder into the stomach of the nearest goon, driving the wind from his body and sending the two of them to the ground in a pile, the ground slippery with the pouring rain. The goon lays there gasping for breath as his comrade moves the pistol about, trying to find a clean shot between the two entangled forms, Ben has no such problems as his wrist raises, a slight pressure on the trigger over his palm, an almost silent hiss as a line of webbing that shoots out to entangle the goons hand and with a sudden jerk pull it aside before an almost instinctive tap of a second trigger on his palm sends a small dart flying into the man's shoulder with a hiss of compressed air, the sedative as fast acting as it is effective and soon both goons have joined him on the ground.

"Its so hard to get good help these days... Harley, if you would."

Harley, is that the girl? He moves sluggishly as the pig tailed woman moves forwards with a malicious grin and a huge mallet in her hands. Where had that come from? How is she even carrying it? For a moment the ridiculousness of the situation almost makes him stop. To slow. It takes only that lapse in concentration for her to be upon him with that heavy mallet to be swung around, he somewhat imagines his head as a polo-ball as the blow connects and stars flash before his eyes. A second heavy blow falling upon his chest as he slumps backwards and an explosion of pain heralds the return of sweet blackness to his world.