Answers to reviewers' questions and statements:

justafan: A lot of DC villains aren't as easy as you think to kill even if some are only human, same with Spider-man's rogues, several of which will appear.

Yo: Yes Carnage will appear in this story but that's later on

deuxdude55: No Black Cat will not be in this story and the events of Superior Spider-man never happened. And no Lee Price will not show up, Venom has already chosen her host and it's Peter and she's not leaving him for anyone, well maybe for Natasha but that's it.

Disclaimer: I don't own any Marvel or DC characters seen, mentioned or used in this story


Fifteen-year-old Peter Parker held in a growl of pain as he was pushed forward down a dark empty hallway by a large brutish man that smelled like cheap whiskey and a pack or two of cigarettes. Peter could faintly hear distant yelling and cheering and smell the blood in the air. He held in a grimace, still not used to the iron tangy aroma it gave off

He could also still feel the chill in the hall even though he was clad in a black hoodie, red pants and black boots and had a red scarf around his face.

"Remember little man, you win this and you go international" the man behind Peter said as he pushed Peter again, causing the boy to nearly lash out in anger but decided against it

Mainly because the collar under his hoodie and around his neck will give him one painful shock if he tries anything funny.

Finally, after a few more moments the two emerged into a large room with dozens of people around a large metal cage with two people in it. Both the figures inside were around Peter's age, maybe a little older and they were literally tearing into each other like half-starved feral dogs

One of the figures was a boy whose hands had grew long jagged bone claws from each finger while the person he was fighting was covered in spikes. The tow circled each other before charging into one another, punching, kicking and slashing at each other, blood spilling on to the ground followed by a pained roar from one of the combatants and cheers from the crowd

Peter watched ax the kid with the bony clawed hands ducked under the spiky kid and slashed him in the groin, causing Peter and several other men to wince and for the spikey kid to yell out in pain before he was speared to the ground by the clawed kid. The clawed kid then stabbed his clawed thumbs into the screaming kid before he tore out them out and jammed his entire clawed hand into the screaming boys mouth and tore out his tongue

Peter turned away from that, feeling like he was about to vomit before the man behind him grabbed his head and forced him to keep watching

"See that Pete? That there's how professionals fight in this business, no more simply breaking bones and leaving the guy unconscious. It's killed or be killed in this game from now on…" the man said before he let go of Peter's head and signaled to the announcer that his fighter was ready

The announcer nodded before addressing the crowd with a mike while several men entered the cage, two armed with shock batons to heard the clawed boy out and another to drag the now dead spiky boy out and dispose of the body

"And now ladies and gentlemen, from New York at fifteen years old and over a hundred and forty pounds of lean muscle, he's fast, he's strong and most of all he's vicious, put your hands together for the Amazing Scarlet Spider as he takes on tonight's all-star champion, the electrifying Max Dillion!"

Peter was pushed into the cage before the door behind him locked and he looked to see a guy dressed in black pants and a hoodie approaching he cage, flanked by three men on each side. Peter let out a gulp as he watched the man remove his hoodie and show glowing eyes as he entered his door before it was locked behind him

Max smirked darkly at Peter as electricity began to dance across his form "This should be fun…"

Peter raised his fists slowly and let out a growl as he heard the announcer again

"You know the drill, no one leaves this cage until the other is dead, at the ring of the bell… tear into each other!"

Peter and Max didn't have to wait long before a loud bell sound went off and Max sent a bolt of lightning towards Peter who narrowed his eyes as he ducked under it and sprinted towards Max, all the while the crowd cheered on

Peter let out a yawn as he heard the faint buzzing of his phone going off. Peter cracked opened one of his eyes and looked at his alarm clock to see what time it was

5:20 AM

Peter quietly groaned in annoyance as he saw he had only been asleep for less than two hours after running around all night fighting bad guys, killing a few of them and having to avoid the GCPD which was starting to step up it's game in finding him, well that and their already on high alert with the Joker out and planning god knows what

It was than a woman's hand rested on his shoulder and shook him slightly

"Answer your damn phone or I'm chucking it out the window" the tired voice of Betsy mumbled as she snuggled into the covers more having only let herself into Peter's apartment with the key he gave her before stripping down to her birthday suit and curling up next to him less than an hour ago

Peter smirked at this as he lazily grabbed his phone and brought it to his face to see who was trying to contact him. It was a text from his contact out in Starling City saying she's been tracking down the man he was looking for and will keep him updated on things until he arrives to deal with him

Peter chuckled at that as he sent a reply saying alright and placed the small device back on the nightstand before lying back down on the bed. It wasn't long until Betsy's nude body snuggled into his further

"Who was it…" she asked with a yawn as her hand absently roamed his chest

"A friend that was just telling me something they thought I'd be interested in is all" Peter said as he placed a hand behind his head and stared up at the ceiling

"Yippie" Betsy mumbled before she fell back asleep too tired from her shift this evening that was far more complicated and drama filled then it needed to be tonight

Peter chuckled at this before closing his eyes and drifting off back to sleep as well

In all of her years as a reporter, Vikki has been through a lot and seen a lot when it comes to the criminal under belly of Gotham City. Sure, it wasn't the worse place on earth but it wasn't the safest city in America by a longshot, hell it's been awarded most dangerous city in America three years in a row at one point before Batwoman appeared and soon the rest of her band of vigilantes and the GCPD somewhat improving

Still despite the number of heroes running around this city and now a super human vigilante with one helluva a mean streak, crime continues on and right now Vikki was currently facing down a crime in progress…

Against her

"Hand over your purse, phone and any jewelry you have on ya toots!" the man said in a demanding tone as he waved his nine millimeter around to the point that one would think he might accidently set it off out of carelessness

Vikki however was focused on something else as she folded her arms across her chest and raised her brow at the man "Toots really? That uh supposed to frighten me sweetheart?"

"Grrr just hand over the goods or you're going to get a bullet to the head!" the man said as he pressed his gun against her head, causing her to wince, more from the cool chill of the metal then actual pain

Vikki was just about to use some of those private self-defense lessons she learned from Rochelle and deal with this guy when suddenly a black web like substance snagged the man by the shoulders and yanked him back and right into an outstretched fist

Vikki winced as she heard the man's nose break from the impact before he was tossed on to a dumpster. The would-be mugger let out a pained whimper as he slid off the lid and on to the ground

"You alright ma'am?" a dark voice asked before the figure of what the press and Rochelle have taken to calling Spider-man appeared

Vikki's eyes widened at the sight of the man, seeing him through the cameras on Rochelle's cowl and on YouTube was one thing, but in person it was another story entirely

'Also, it might be because I've seen what this guy can do…' Vikki thought as images of the men he's left either dead or wishing they were dead flashed through her mind with extreme detail

It was then she realized that Spider-man was calling out to her again "Uh what?"

Spider-man quirked his head to the side "I asked if you need me to call the police or something, you seem a little out of it"

"Well I have a murderous vigilante standing in front of me" Vikki said with a deadpanned stare "Who wouldn't be put off?"

"Murderous?" Spider-man said with a chuckle "I think pest control is a more appropriate name"

"…No murderous sounds about right, also twisted" Vikki said as she tried to discreetly reach for her phone and activate the distress signal in it. While it was close to sunset, she's hoping that someone was close by to answer it

Spider-man shrugged at this "To each their own I suppose, now if you don't mind me asking, why is Vikki Vale, Gotham Gazette's star reporter all the way out in the Narrows and not in her nice several hundred-thousand-dollar hotel room on her blog?"

Vikki's eyes narrowed "Well the answer's in the question buddy, I'm a reporter and I was following a story until smooth talker whimpering on the ground over there tried to mug me"

Spider-man glanced towards the man for a brief second before returning his gaze to Vikki "And just what is it about this story that's brought you all the way out here hmm?"

"I'm not telling…" Vikki said with a scowl "Mostly because I'm not going to help you kill even more people"

Spider-man stared at her in unnerving silence for what felt like hours before he shrugged "Fine, guess I'll be seeing you around…"

He turned to leave when Vikki suddenly spoke up "Wait!"

He stopped and looked over his shoulder at the blonde "Hmm?"

"Why are you doing this? Playing judge, jury and executioner?" Vikki pressed, hoping she might be able to gain something from this encounter that could possibly help Rochelle in planning how to take this guy on and win "Is it because you get some sort of thrill out of it or because you believe you're in the right?"

Spider-man stared at her for several long moments before shrugging again and kept walking further into the dark alley "What can I say miss Vale, I've been killing people since I was a kid barely old enough to know how to read or write… haven't found a reason to stop now"

He then launched himself into the air and shot a web line out and swung away, leaving Vikki to ponder what she's heard

"Well was hoping for more than that but it's something… hopefully" Vikki muttered as she pulled out her phone to call Rochelle and let her know what's happened

'Such a nosey woman…' Venom cooed as Peter landed on a ledge of a building and looked down at the busy traffic twelve stories below

'She's a reporter, a hot one, it's kind of what they do' Peter chuckled as he shot another web line out and swung off towards the Diamond district

'Telling her anything could lead to her finding out about who you are' Venom stated before letting out a hiss 'And finding out about me by proxy'

'Maybe, but she'll need a lot more than what I told her to get anywhere. She's good but she ain't that good' Peter said as he twirled through the air with virtually unrivaled grace 'Side's Venom, even if she does somehow put together what and who I am and discovers what you are… I'll keep you safe, you know that'

'My violent loving hero…' Venom cooed in a more seductive tone than normal

Peter chuckled as he felt Venom beginning to rub certain parts of his body 'Easy girl, save it for when we get back to the apartment and you can latch on to Natasha who's returning later today from her very long and likely stressful trip to the motherland'

'I want you noooooow!' Venom whined before the distant sound of an alarm went off

Peter shifted direction and headed straight for the sound while Venom reluctantly ceased her actions. It didn't take long for the duo to arrive at the location, a small store, and saw that one of the windows was shattered. Peter narrowed his eyes at the scene before he leaped on to the building several dozen meters above the break in and began to silently crawl downwards

Once he was at the window he took a peek inside and was greeted to the sight of five men… all wearing clown masks

'Members of Joker's crew…' Peter thought as he listened in on the men's conversation as he snuck into the room

"So why we hitting this place again?" one man in a smiling clown face mask asked as he and another man who had a laughing clown face mask with the tongue sticking out on were throwing furniture into a large pile and knocking things over

"Cause this place is one of the Penguin's fronts. Boss wants us to start hitting both Black Mask's and Penguin's places and make it look like the other guy did it to speed things up" a man in a sad clown face mask said as he pulled out a bottle with a rag stuffed down it and pulled out a lighter

It was than the final guy's came into view better showing one with a clown mask with big puffy cheeks and it's eyes closed and the other with a angry clown face mask who decided to speak "Hurry it up, we still got to hit that place over on eighty second street and you know what'll happen if we're late"

The man with the lit Molotov cocktail nodded "Yeah, you know I think the Joker's gotten even more brutal now that Harley's gone…"

"No he's still the same, it's just now he focuses that crazy on us instead of her now" the man with the cocktail said as he prepared to throw it before suddenly a black web line snagged him by the chest and yanked him towards the ceiling where Peter was lying in wait

The other clown masked men looked on in shock as they watched Gotham's newest vigilante grab the man by the head and suddenly snap his neck before dropping his body before detaching himself from the ceiling and landing on the now dead man's corpse with a heavy thud

"SHOOT HIM!" the clown with the puffy cheeks mask yelled as he drew out a small SMG while the rest armed themselves with small pistols, most seemed to be simple snub pistols

Spider-man easily dodged the semi-automatic gunfire and the small bursts fired from the SMG and quickly covered the distance between him and the most heavily armed man. He easily grabbed the man's wrist as he went to reload and with a quick twist, snapped the bone which in turn caused the man to yell in pain before he was suddenly placed in front of Spider-man and used as a shield to absorb the gun fire from his partners in crime

Spider-man's white lenses narrowed as one of the bullets tore through the man's head and grazed the side of his cheek before imbedding itself in the wall behind him.

'Hmm must be using higher caliber rounds for it to go through a man and still have enough force in it to penetrate a cement wall' Peter mused as he kicked the bloodied body of the corpse he was using as a shield towards several gun men while shooting a web line out to another and snagging him in the chest, causing him to yelp in surprise before he was yanked towards the black clad mana and kicked out the window

Spider-man then slowly turned his attention to the two remaining gun men with narrowed lenses "Well boys… just you and me…"

The two men shakily held up their arms and dropped their guns with the man wearing the smiley and laughing clown masks

"Yo man we give up!" the smiley mask man said with a quiver in his tone

"Yeah man, just don't kill us" his friend said with a nod

Spider-man quirked his head at them and began to softly chuckle "Oh what, you think that because you've decided to stop that means I should too?"

He then shot two small web bullets at the dropped guns, covering them in the black synthetic web the symbiote creates before he began to steadily approach the reaming clowns

"W-Well yeah… Batwoman doe-"

"I'm not Batwoman" Spider-man hissed out darkly before he vanished in a blur only to reappear behind the smiley face clown man and ram his hand through his back and out his chest with one of the man's destroyed lungs in his fist

The one in the laughing clown mask stared in horror as he watched Spider-man tear his hand from his dead compatriot's corpse before he turned towards thee now shaking criminal with a quirked head "And unlike Batwoman… I'm not the kind of guy that's willing to let perfectly good criminals like yourselves go just so you can start this shit all over again"

The clown broke out into a run towards the exit and didn't even make it three feet before suddenly a black tendril priced his thigh, causing the man to yell in pain and collapse to the ground clutching his now bleeding thigh

Spider-man slowly approached the downed man and stood above him with a blank expression, both on his mask and his hidden face before he crouched down towards the man and grabbed his mask and tore it off to reveal the man's tear stricken face laced with pain and fear

"Yeesh, now there's a face that not even your mother could love" Spider-man chuckled before looking out the window at the sounds of shuffling and saw the clown he kicked out there earlier was making a run for it

Peter raised his arm and aimed at the man before firing off a penny sized projectile and watched it latch on to the man without his notice before he disappeared around a corner. Spider-man then turned his attention back to the injured whimpering man at his feet and let out a dark chuckle

"I gotta ask, how many?" the wall crawler questioned

After receiving no answer, Spider-man pressed down on the man's bloodied thing and began to squeeze it, causing him to shout in pain

"I said… how many?"

The man gritted his teeth in pain before he tried to send a punch towards the spider themed man only for both hands to be suddenly pinned to the ground by black webbing. He was then smacked clear across the face with enough force to knock a tooth from his mouth before he began to couch up blood, all the while Spider-man kept his grip on the man's bloodied thigh

Spider-man then leaned in closer towards the man and his voice dropped to a dark low growl that caused the criminal to shiver in dread "I'm going to ask you one more time, how many and you're going to answer me and if I don't like what I hear, I'll rip this fucking leg… do you understand me?"

The man nodded weakly which in turn caused Peter to hum in approval "Good, now how many?"

"H-How many… what?" the man asked fearfully

"People…" Spider-man said with a shrug as he stood up "How many people have you hurt or killed? Be it working for the Joker, Black Mask, Two Face or any other low life crime boss in this city?"

The man was quiet for a few seconds before answering "T-Thirty… b-but ten of them w-were ch-children…"

Spider-man stared at the man for a second before nodding "Thirty, with ten of them being kids huh… well that changes everything!"

"I-It does?" the man asked with some hope

"Yep!" Spider-man said in a dark jovial tone as he kneeled before the man and began to pat his cheek in a gentle manner "It means I won't be ripping your leg off"

"Really?" the man said with shock before he began to scream in agony as Spider-man suddenly jammed his hand into his wound and the suit he was wearing began to violently dig itself into the flesh, tearing out small chunks and forcing bone out of the way as the alien creature brutally dug it's way up the man's limb and into his torso

"AHHHHH-!" the man screamed to the high heavens in pain before it was silenced by Spider-man placing his other hand over his mouth

"Shhh… it'll be over in a few seconds" Spider-man said in a soothing tone as he watched the man struggle and shake in pain as the suit dug its way though his insides, tearing muscle, organs and bone apart before finally the symbiote violently emerged from the man's mouth, his jaw being violently extended until the cheeks spit to accommodate the large mass of extraterrestrial erupting and exited from his jaw

While all this was happening Spider-man watched on with a calm expression until the man's struggling stopped and he felt and heard the man's erratic heartbeat finally stop and his breathing halted. After several seconds, most of which was the suit re-absorbing the piece it sent into the now dead clown, Peter suddenly stood up at the sounds of approaching police sirens

"Hmm, better leave before they get here" Peter said only to stop dead in his tracks as he saw a figure had appeared in the window

It took a few seconds for Peter to recognize the man standing before him as Azrael, one of Gotham's resident vigilantes and according to some, arguably the most dangerous.

Turns out the angelic named hero used to run with a group of people called the Order of St. Dumas and acted as their assassin.

The two men held each other's gaze for several moments before Peter spoke "Sooo… nice night huh?"

Azrael's response was to unsheathe and ignite both flaming's wrist blades, causing Peter and Venom to tense in fear as the man held up the flaming blades

"I will only ask you this once, please surrender" Azrael said in a grave tone

"Or what?" Spider-man asked with a challenge

"Or I'll be forced to hurt you" he said

Silence reigned between the two men with only the sounds of the police cars appearing down the street offering the only sound in between them. Finally, after several seconds Peter spoke with a dark smile under his mask

"Well what are we waiting for, let's give Gotham's less than finest a show to remember"

And after that, Azrael charged with the flames of his blades burning a white-hot color


And done.

Next chapter, Spider-man vs Azrael