So this will be a much different take on Spider-man then what we're used to. For starters, it'll be set in more ancient times and will feature a wide variety of characters from comics and some video games suited to this era like Red Sonja, Conan, Hercules, Thor, Angela, Loki etc.

The main pairing will be Peter and the vampire Queen of Ur, Arkhalla.

This won't be a very long story, it'll probably be around the same length as Family to the End at least. This is just something I came up with after reading Queen of Vampires and then seeing the picture of the Spider Knight from that Ultimate Spider-man cartoon and thought 'What the hell, why not'.

Peter's spider suit design will be based off the Spider Knight appearance from the Ultimate Spider-man cartoon in that his suit is armor and he has arm blades built into it with the only real differences being the suit is a darker color of red and the lenses aren't white but black along with the blue portions of the armor. He'll possess the usual spider powers like speed strength, spider-sense but also have organic webs, fangs, and night vision.

Also, a last note, this Peter will be much darker than most incarnations, he's not evil it's just the time period he's grown up in and has lived in is pretty brutal, like a sort of cross of Medieval times and the ancient world where society's standards and morals were a lot looser if not outright absent compared to now a days. It's kill or be killed, survival of the fitness and all that. Now that doesn't mean he's devoid of feeling and we will see quite a few of his more notable traits that show yeah he's more heartless then most incarnations but he's still a Spider-man at his core to an extent.

Disclaimer: I don't own any Marvel or ARH characters seen, mentioned or used.

Amongst the darkened barren field, a lone figure clad in a dark blue hooded cloak slowly made his way across the moonlit landscape. The only sounds emanating from him being the armored footfalls of his boots and the small amount of gold in his pack slung over his shoulder that also held a small amount of food, a water skin that was half filled and another smaller flask that would occasionally jolter it's hidden liquid contents. The man let out a muffled gruff as he steadily approached the recently conquered and raided city of Lakar, hoping that there will be some food or even untainted water for him to resupply with before continuing on his way to... anywhere he wanted really.

The man's name was Peter, a man who was once part of an ancient and powerful order of warriors. But that time has long since passed, these days he was nothing more than a glorified mercenary moving from one kingdom to another, searching for a new purpose in life when he wasn't acting as a grunt in some king's army or training their troops so that they last longer than a single battle.

Peter had to hold back the urge to gag as he made his way through the still smoldering ruins of the once great city of Lakar. Barley several days ago the trade center was under siege by the armies of Ur and after several long weeks this city had finally fallen to the seemingly undead legions of Ur has started to become infamous for across the lands.

Peter is willing to bet the rumors of the armies of Ur being unkillable aren't entirely true, after all he just passed over several dozen rotting corpses of the attackers several moments ago beside several burnt down siege engines as he approached the destroyed walls of Lakar that were clad in the armor of Ur's warriors.

After several minutes of making his way through the charred ruins of what once appeared to be a market, he felt a slight tingling sensation at the base of his skull and his hearing picked up the barest of movements behind him. Peter paused mid stride and slowly looked over his shoulder to see a hooded figure standing only ten feet away from him. Peter tensed at the close proximity as he fully turned his body to face the being.

"…Hello?" Peter asked carefully.

The hooded figure quirked their head to the side "Who are you?"

Peter narrowed his eyes at the man as the tingling at the base of his skull increased "Peter…"

"Hmmm" the figured hummed as their hidden eyes took in his form, noticing the dark red armor beneath the cloak "That armor… it is familiar to me…"

"So I've heard from others" Peter said as he took a slight step back, his armored boot crushing the charred wood underneath his weight.

The hooded figure began to chuckle, causing Peter's skin to crawl. There was something… unsettling about the man's laugh as he continued to chuckle until it suddenly stopped and his hidden gaze bore into Peter's.

"…Why are you here boy?" the unknown man asked as he took a step towards Peter who took another back, wanting to keep his distance from the mysterious and obviously dangerous man.

"Just passing through… maybe find something to salvage that hasn't been destroyed or claimed already by Ur" Peter said as his body tensed.

"…So you're a scavenger… looting battlegrounds for trinkets, money, and weaponry?" the figure asked amused as they took another step forward.

"No… almost ran out of supplies a day ago… was hoping to resupply here but…" Peter trailed off as the figure took another step and he activated one of his arm blades.

SNIKT!

The figure stopped dead in his tracks while Peter raised the silver blade, the moonlight reflecting off the shiny blade "I'm not looking for trouble…"

"Shame…" the figure said with a slow shake of their head "…I'm looking for food!"

Suddenly the figure leapt at Peter with more speed then he assumed the man capable of achieving and was just barely able to swing his blasé at the man, cutting him across the chest before kicking him away. The figure let out a pained growl at the slash and an even louder growl from the kick before they suddenly righted themselves in midair and landed in a crouch, the hood falling to reveal a man with pale white skin, blood red eyes that glowed with hunger and shoulder blade length black hair.

The man opened his mouth and let out a hiss, showing several of his teeth seemed to be replaced by fangs. Peter's eyes widened at this reveal.

"You're a…?" he said in some shock.

"A child of the night" the man hissed in dark amusement as he stood up and looked down at the bleeding wound on his chest that was already starting to heal at an unnatural rate "And based on your reactions… I'd say I'm not the first you've encountered before"

"And you'd be correct" Peter said as he activated his second arm blade and slipped into a slightly more defensive stance "I have no quarrel with you night walker but if you don't leave me be… you will"

The man grinned darkly as he shrugged off his robe to reveal a muscular yet pale chest and he licked his lips "Hmm I do so love it when my food fights back… it makes the reward all the sweeter when I indulge myself"

He then lunged at Peter who ducked under the man and sent his blades up towards his torso in attempt to slice the vampire in half, only for the pale man to grab both of Peter's wrists and ram his head into his helm, cracking it slightly and causing Peter to yell in pain as some of the metal dug into his temples. He pushed through the pain and tried to physically overpower the pale man.

The vampire let out a hiss of shock as he found himself being pushed back by Peter before his arms were shoved away, exposing his torso which Peter stabbed multiple times before he slashed his blade across the growling fiend's face.

"AAAAGGGGHHHH!" the pale male shrieked in pain before he back handed Peter away and clutched his bleeding face "Filthy worm! Miserable scum of the earth, how dare you mark me!"

Peter held in a groan as he was sent through several destroyed market stalls before coming to a painful stop against a scorched stone wall that was lined with bodies of the city. Just as he was about to slide down to the bloodied ground, the pale man had him by the throat and pinned him to the wall, his red eyes glaring into Peter's own covered eyes.

"Heh, someone's mad" Peter choked out before he was lifted off the ground and slammed into the wall, causing it to crack and shake from the impact before the pale man roared in rage as he flung Peter away and farther down the corpse filled road.

The pale man watched Peter roll with his momentum before springing back up and landing in a crouch, using his blades that he stabbed into the ground to halt his momentum until he finally came to a stop after several more meters. Peter let out a breath he didn't even know he was holding before looking back up at the glaring form of the pale man.

"What that's it? I've met children of the night who can throw men twice my size three times the distance!" Peter goaded, smirking at the darkening glare of the vampire 'Heh, no matter what part of the world you find them in, they all suffer from the same thing…'

Peter stood up and brandished his blades in a challenging manner 'They suffer from a serious case of arrogance…'

The pale man lunged at Peter' his fangs bare and his clawed hands out to grab him. Peter braced himself and at the last moment sheathed his arm blades before jumping over the semi flying vampire and shot both arms out-

TWIP!

TWIP!

Two web lines shot out of Peter's wrists and he pulled himself back down towards the ground and planted his armored boots into the surprised Vampire's back.

KOOOM!

"AAAAAHHHHH!" the pale man shouted as Peter's landing had snapped several vertebrae inside the undead man's spine.

Peter stepped off before he grabbed the man by the ankles and then lifted him into the air and over his shoulder before slamming him down into the earth again and repeated the process several more times before he threw the crippled vampire into the nearby side of a building that looked to have been destroyed by a large rock fired by a catapult.

Peter watched as the pale man was sent through the crumbling wall which in turn destabilized the whole structure or what was left of it and began to cave in on itself. Peter held in a wince ad the hundreds of pounds of stone, wood, and metal seemed to be burying the undead monster.

"Should have left me alone…" Peter said as he straightened himself up and turned to leave… only to suddenly turn back in the blink of an eye and grab the bloodied and bruised form of the pale man.

The vampire roared and raged as it violently shook in Peter's grip who was having some difficulty holding the pale creature in place as he unsheathed his free arm blade and suddenly jammed it into the head of the vampire, causing him to let out a startled gurgle of surprise as the blade cleaved it's way into his skull and brain.

Peter narrowed his eyes at the pale man before he suddenly jerked his blade to the side and tore it from the unresponsive vampire's skull, dropping the body with a grunt before raising his blade again and slashing downwards again, severing the head in one clean swipe. The head rolled away from the body until it came to a stop on it's side, the vampire's dead red eyes gazing up at Peter as he kicked the head into the air before grabbing it by the hair.

"Well that's one less vampire I have to worry about" Peter mused as he stared into it's dead eyes before shrugging and dropping the head on to the ground and prepared to leave in search of food, water and other supplies when he picked up the sounds of multiple horses and their riders approaching.

Peter let out a sigh "By the gods, please don't be more of them…"

He turned to see multiple riders approaching before they came to a stop several meters away with one continuing forward. Peter narrowed his eyes at man who appeared to be the leader if his uniform was anything to go by.

The man stopped several feet from Peter, his horse's muzzle about level with Peter's face "Who are you?"

"Peter…" he replied evenly "And you are?"

The man had an air of power and authority around him that Peter has often come to associate with high ranking military men.

The man's eyes' narrowed "I am Bel, high general of the Undying Queen's armies"

"Oh…" Peter said before he gave the man a nod "How do you do sir…"

Bel's eyes narrowed at the lack of respect before he saw the pale headless body next to Peter's feet… and the face of the head staring up at the sky.

"By the nights…" Bel whispered in slight disbelief as he unsaddled himself from his steed and approached the severed head and lifted it up to better examine it "…Morbius"

"That's his name?" Peter asked with a quirked brow under his helm "Who was he?"

"A former member of my queen's court, one of her best fighters" Bel said before his face twisted into that of revulsion "Until he betrayed her and attempted to murder her in her sleep"

"Wow… so does this mean I get a reward of some sort?" Peter asked, hoping this was the case.

Bel glanced at Peter with doubt "You're the one that killed him?"

"No, it was the numerous corpses your men left after the siege that did, I just happened to stumble across him after the deed was done and claim responsibility" Peter scoffed.

Bel's eyes narrowed dangerously as he took a step towards Peter "You will speak to me with respect cur or I'll-"

SNIKT!

"End up like your former friend there" Peter growled out darkly as the tip of his arm blade poked into Bel's throat to the point it almost drawled blood.

Bel's guards tensed and reached for their weapons and prepared to come to their lord's aid when he held up a hand and waved them off as he kept his gaze on Peter. The two men held the other's stare for what felt like hours with the only sounds being the whines of the horses and the rustling wind.

Finally, Bel spoke in a calm but dark tone "Fine… for your actions, you will be rewarded a modest some of gold"

Peter stared at the man for a moment before nodding and sheathed his blade "Alright… so where is it?"

At this Bel smirked darkly "In Ur… and you'll have to carry the body there yourself if you wish to receive any payment"

Peter felt his brow twitch at the man as he turned his back on him and returned to his horse. Peter then let out a sigh as he kneeled down and grabbed both Morbius's body and head. He flung the headless body over his shoulder and carried the head by the hair and silently followed after the departing Bel and his men.

'…Should have gone to Latveria' Peter thought tiredly as he set a fast pace to keep pace with the soldiers of Ur as they were meeting up with over a dozen more riders a half mile up ahead.

…

And done.

So next chapter Peter arrives in Ur to obtain his reward but gets more than he bargained for… not that he's complaining.