Answer to reviewers' questions or statements:

Retrogamer7800: It's fine.

Hero King Zeta 1991: When you mean move, like pack up and move to somewhere else or explore another realm?

Spawn Hades: He'll be staying in New York for a time once Peter is allowed to leave. Peter will get something else to go with the Phoenix Force that he'll be able to use more often and at it's fullest extent, but that'll be a while.

chm01: Not really, for Spider-man, that might as well have been a decade of harmony and peace.

edboy4926: Yeah Venom will appear at one point.

gunman: If you mean show up for this conflict between Peter and Maestro, then no, but afterwards someone else will show up and they too will be a villain… of sorts.

cabrera1234: If you mean join the fight against Maestro, then no.

JC: Yes, a DC woman will be the next person to show up after the whole fight with Maestro ends.

rmarcano321: There really isn't a theme to this story. It's just spider-man going around, facing off against both heroes and villains alike with the aid of other heroes or villains and being forced to make morally ambiguous decisions that may or may not end up biting him in the ass afterwards. Because if a woman was going to end up in Spider-man's realm first, it would be someone with a morally gray compass.

Bladewolf101: No, she just needed some stress relief and may or may not be trying to bring him under her control and influence aside from outright mental domination and subjugation. Guy sort of has the Phoenix under his control, or at least influence over it, the kinda thing that Emma wants in her corner.

DarkJoey: Some were wiped out by the Beyonders when they went through the DC multiverse, some Doom killed himself when he made War World and others are there.

Darkspyder: More of threatened then jealous.

Ninjaspidey: We'll see what Doom is planning eventually, as for the Hulk clan appearing as some sort of test, yes and no. Ehh as long as Peter treats her like a queen, and she has more influence over him then the other women, she won't care too much.

Deadpool517: Chilling somewhere that Doom can't get to and even if he could, he wouldn't last long against them. Lucifer maybe, but the Presence and One above all, yeaaah no, he a gonner.

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

Emma's eyes narrowed a bit as she viewed the layout of Peter's various defenses throughout the city. Most of them made up a sort of layered defensive circle around the tower itself while in the other boroughs the various traps and countermeasures placed were made more for stalling and alerting Peter of whoever was trying to get in more than anything else.

"Not bad... a few too many holes then I'd prefer, but not bad" Emma commented as she stared at the map "And this is everything Karen?"

"It is, at least all that I know of. He's likely made more that he hasn't logged, in case someone else somehow obtained this information I presume" the A.I. responded.

Emma hummed at this as she pressed on a few red dots to get a better description of the defenses laid there. Hours seemed to tick by as Emma went from one defensive measure to another, seeing if there was anything that could be improved upon. Ruling her own domain for several years while being surrounded by a number of hostile would be war lords had given her a unique insight on how to fortify a realm. Plus having a second pair of eyes to evaluate Peter's work could unveil possible errors or holes in his defenses. While the man was intelligent, far more than most give him credit for, he was still human and prone to mistakes like everyone else.

'There's no telling how these things will actually work when put into use' Emma thought as she stared at the various plans that Peter had set up 'Most well made plans tend to fall apart when put into actual use...'

Before Emma could say anything else, a alarm suddenly went off followed by a slight tremor that ran through the whole tower. Emma's eyes widened in slight alarm as she entered her diamond state "Karen, what was that?"

"Scanning..." Karen stated before she answered "It appears it was Peter's doing. He opened a portal up in the workshop a few floors below us. The tremor, was him brining Devil Dinosaur through"

Emma frowned at this "He brought that oversized lizard back with him?"

"Dinosaurs despite popular belief are not lizards even though there are a number of similarities, but yes he did in fact bring it back with him" Karen said.

Emma hummed at this as she turned on her heel and made for the elevator "Are they hurt in any way?"

"The Rex seems to have suffered a number of injuries from high caliber weaponry and devices that seemed to have left a large penetrative wound on it's leg. Peter seems to have suffered minor bruising on his chest and back and I'm detecting signs of a concussion" Karen supplied as Emma entered the elevator and allowed it to take her down to the workshop that Peter decided to drop himself and the dinosaur in.

The ride didn't take long and the moment the elevator stopped and the doors opened, Emma was greeted to the sight of a large T. Rex lying on it's side in the middle of the massive room, a pool of blood under it's body and Peter moving all over the large animal with glowing hands. Emma quietly walked out and approached the scene but came to a halt when Devil's eyes opened and he let out a low growl that echoed through the room. Peter paused in his efforts to apparently heal Devil's wounds best he could and looked to see what was apparently aggravating the large Rex.

"Emma, what are you doing down here?" he asked with surprised.

"I came to see how things went" Emma said as she eyed the state of both Peter and Devil "I'm going to assume badly"

"You could say that" Peter said with a sigh as he continued to try and heal as many of Devil's injuries while he sent commands to Karen to run a scan of Devil's body to see how extensive the damage was internally for the Rex.

"And here I was looking forward to the idea of having a bunch of inbred Hulks living next door to me. Even if their presence did drive the retail value of the entire city into the gutter" Emma said with a snort.

Peter chuckled grimly at this as he hopped off the large Rex and made his way towards the twitching leg, blood still pouring from the wound. He mentally ran though any spells he learned that could try and fix the damage as he took the time to better examine it without the threat of a group of heavily armed Hulks trying to kill him. Emma watched the man for a few minutes as he went from one end of Devil's massive frame to the other, healing what he could to the best of his ability while Karen called out certain areas for him to examine further. After a time, Emma grew tired of the near silence and decided to voice her thoughts, which was rather ironic considering she could literally project them to another being.

"So, do you have any serious plans on how to defeat a murderous Hulk and his band of inbred backwoods hillbilly Hulks?" Emma asked as Peter continued to treat Devil Dinosaur's wounds.

"Not really" Peter said with a sigh as he tried his best to close the wound that one of the Hulks made with a harpoon "I mean I'm sure Stark has a few things lying around in this tower somewhere that we can use, but off the top of my head, I got nothing. And even then, it's a Hulk, when has any plan made to stop him ever worked?"

"Well that's reassuring" Emma said with a eye roll as she leaned against the table and folded her arms under her bust.

Peter grunted at this as he finally sealed the wound on Devil's leg, causing the large Rex to growl in approval as it leaned back and sniffed at it's leg before it began to lick the blood off it's limb. Peter backed away and allowed the Rex to clean itself as he had his suit's mask retract and ran a hand through his hair.

"Karen, any ideas?" Peter said as he looked up towards the ceiling and waited for the A.I. to respond.

"Oh, am I now allowed to have a say in how you defend this decaying city?" Karen responded in a sarcastic tone "Gee, and all it took was a gang of inbred crazed Hulks for it to happen"

"Well beggars can't be choosers" Peter said with a smirk.

"Indeed" Karen replied as she was silent for several moments before speaking again as she brought up a map of the city on a screen before Peter and Emma with several areas highlighted "Luckily I started to formulate several plans the moment you confirmed it was a Hulk that infiltrated the city. While this Maestro will prove challenging to handle, I believe the rest of his can be easily dealt with"

"Give me options" Peter said as he stared at the map with a interested expression.

"Well, based on where the Hulk's are located, I believe that if we provide the right sort of bait, you perhaps given your ability to piss people off with your voice alone, we can lure a good size, perhaps all of them to the pit that leads to-"

"No" Peter said with a shake of his head "Lets... lets avoid that pit if we can"

"Is there something I should know?" Emma said with a raised brow.

"I'll explain later"

"Why not now?" Emma said with a frown "And it's not like we're going anywhere any time soon"

"Long story short, crazed monstrous fish looking people live under the city in some of the massive underground ocean like spaces" Peter said with a sigh "Who may end up being worse than Maestro and his clan of Hulk people if they happen to get out... again"

"That bad?" Emma said with intrigue.

"Yep" Peter said with a shiver at the memories of the sea creatures.

Peter was sure that even Wolverine would be taken back by their sheer savagery.

'I doubt even Namor would be able to keep them in line' Peter thought as he glanced at the area on the map where the pit was located.

Emma hummed at this "Are they intelligent?"

"To a degree they seem intelligent" Peter said with a frown as he continued to stare at the screen "Wouldn't be surprised if they knew that Maestro and his band of tugs are up here and are just waiting for things to kick off before showing up. Their the kind of guys that wait until some unknown signal is given to show up at the absolute worse moment"

"Interesting..." Emma said as she made a note to investigate these apparent underground beings later, assuming she's not dead or being used as a sex slave by the clan of gamma enhanced pigs.

Peter stared at the screen for a few more moments before a thought began to come to him. He looked closer at the map, one area in particular, as he mentally traced out a possible path to lure the Hulks away from their encampment. Emma watched Peter closely as he stood still and stared at the map, seemingly muttering and nodding to himself before she sensed he came to some sort of conclusion.

"Mind sharing darling?" Emma said.

"I think I know a way to get rid of them" Peter said as he turned to his blonde companion.

"Really?" Emma said with a raised brow "And how is that?"

"Ooh, ooh, are we going to lead them towards the offline Sentinels and then-"

"No Karen" Peter said with a sigh.

"Oh... well what about the decommissioned Nimrod- that's grafted with Stark's technology"

"No to that too" Peter said in a dry tone as he pointed to a certain area on the map "We, or more acutely I, am going to lead them here"

Emma looked to where his finger pointed and quirked a brow at the location.

"The Sanctum Sanctorum?"

Peter nodded at this "Yeah. There's a whole maze, traps and portals that we can lure them to"

Emma frowned at this "These portals, since Doom has prevented your escape from here by them, won't they just the Hulks to a different part of the city?"

Peter hummed at this "I don't think so. I mean Doom made it so I myself can't get out, if that rule even still applies anymore. But I don't think he made it so others can't leave... hopefully. I mean he let you and Maestro in right?"

"Darling, just because he let us in doesn't mean he'll let us leave" Emma said with a frown.

"That's... a good point" Peter said with a blink as he glanced back at the map "Well, guess that idea is out. For now at least"

"It was worth a shot" Emma said as she looked at the map and studied it for something that might be able to help them. After a few minutes, she sighed in frustration "this is going to boil down to a actual fight between us and them, isn't it?"

"Probably" Peter said with a shrug "Most superhero and supervillain fights usually do in some form or fashion"

Emma grumbled at this before her and Peter's attention was drawn to a loud yawn from Devil Dinosaur. The two looked to see the massive Rex adjust it's body before laying his head down and closing his eyes. After several seconds, Karen spoke in a tone that sounded both amused and annoyed somehow.

"He's fallen asleep"

"Heh, lazy mutant dinosaur" Peter chuckled as he walked over and patted devil on the head as the large Rex began to snore lightly.

Peter turned to Emma and gestured for her to follow him back up to the main living area of the Tower while the large Rex slept. As Emma entered the elevator and hit a button, she heard Peter ask Karen to monitor Devil's vitals for any serious changes.

"Why do you care so much for him?" Emma asked with a raised brow "It's just an animal"

"Maybe..." Peter said with a simple shrug as he leaned against the wall as the elevator began to climb the tower "but aside from Karen, he's the only company I had the past few years with any sort of intelligence that wasn't trying to kill and eat me"

Emma hummed as the elevator cart stopped and the doors opened, allowing the two to leave. Peter rubbed the back of his neck as he made his way towards the couch and collapsed on to the sofa with a yawn, the armor he wore glowing for a second before vanishing, leaving Peter dressed in a shirt and boxers. Emma gazed at Peter with amusement as she sat down next to him.

"What's the point in covering up? Nothing I haven't seen already" she teased.

"Force of habit" Peter said with a chuckle "Unlike you, I've never been too comfortable walking around nearly naked for everyone to see"

"Such a pity" Emma smirked as her hand found it's way to Peter's lap "You know... we never did finish this morning..."

"Yeah..." Peter said with a nod as he looked out the window to see the setting sun "Something tells me we wont be getting back to that for a while"

"Oh, and why is that?" Emma said as she sat up and began to slowly remove her clothes "It'll be some time until the Maestro retaliates... plenty of time to indulge our more base desires, while we have the time"

Peter watched as more and more of Emma's body was exposed with every article of clothing was removed until she stood before him bare as the day she was born and a small coy grin on her face. Peter's eyes slowly ran over every curve that Emma had, the way the setting sun reflective off her skin in a manner that made it look like she was glowing as if in her diamond form. After a few moments, Peter slowly stood up, a noticeable bulge growing in his boxers and placed his hands on Emma's hips. The blond mutant moaned at the strength of his grip as she pushed her body into his and wrapped her arms around his neck while he slowly slid his hands down to her waist before gripping them and pulling her up.

Emma quickly wrapped her legs around Peter's waist as he carried her back to the bedroom to resume this morning's actions...

...

Meanwhile, back within the Hulk clan's camp, Maestro stood before the survivors of the 'hunting party'. His eyes narrowed as he stared at the three Gamma irradiated men as the rest of the clan watched on in tense silence.

"I told you... not to go into the city without my word" Maestro growled out in annoyance as he glanced at the ruins of Manhattan.

"B-But we were h-hungry Maestro" one of the Hulks whimpered, green blood dripping down the side of his face thanks to a magical blast from Spider-man earlier that had yet to properly heal.

Maestro growled at this "I wasn't aware that we require food to keep ourselves nourished"

"W-Well G-G-Gamma energy isn't the same-" the Hulk began before Maestro seized him by the throat and lifted him into the air.

The Hulk tried to pry the older, more powerful Hulk's hand off but found his efforts in vain as the Maestro began to squeeze until a loud 'crack' echoed through the camp. Maestro dropped the lifeless body with a word and kicked it away towards the rest of the camp.

"There... is your meat" Maestro grunted as he turned away and marched towards the far edge of the camp while the rest of the clan began to descend on their now dead brother.

Maestro came to a stop at the edge of the camp and looked out towards the city with a blank gaze on his face that beguiled the rage he was feeling at the moment. His people had acted recklessly, destroying his plans to slowly take the city from Spider-man and his companion rather than causing unnecessary destruction and weakening his people even more. They, himself included, had yet to recover from both the exodus from their conquered realm and the journey across the dessert.

"Can't be helped I suppose..." Maestro muttered with a sigh as he heard one of his people walk up behind him. He looked over his shoulder to see that ti was Buck "What is it?"

"The others wanted to know what our next move is" Buck said as he rubbed his green blood stained hands on his pants "I'm guessing that little peace thing we had with the bug is done for"

"Astute observation" Maestro muttered as he returned his attention back to the city "Though you are correct. It is over. As of now we are at war"

"War?" Buck said with a snort of amusement "You really think he'll be tough to take down boss?"

"Perhaps" Maestro said as he folded his arms across his chest as his mind traveled back to his past, before he became Maestro and he encountered his world's Spider-man "While he is far from the most powerful we've faced. He will not be easily beaten or killed as that Nazi Captain America... even now the idea he was HYDRA is beyond absurd"

"How's he going to be harder than that idiot?" Buck said with a frown as he scratched the back of his head "I mean, it's just him and that blond girl"

"You'll find that a Spider-man outgunned and outnumbered will die so easily" Maestro grinned darkly as a particularly fond memory came to mind "Once more, Miss Frost's telepathic abilities give them quite a bit of an advantage. She could switch your minds off in an instant or turn you on one another with the effort it takes for her to blink"

"What about you?" Buck questioned.

"She'll find my mind... less than pleasant" Maestro chuckled as he tapped the side of his head.

Buck nodded at this before he turned back to the camp "So, when do we move out?"

"Tomorrow" Maestro said with a grunt "I want you to take that tower"

Buck followed Maestro's outstretched arm and saw it was pointing to Avengers Tower. The Gamma enhanced man nodded as he looked towards Maestro "And you boss? Where are you gonna be at?"

"I'll be exploring our new home. There's a few key places here that I want to investigate" Maestro said with a frown as his gaze flickered towards the massive desert "I doubt our pursuer will let a bit of sand from stopping him"

Buck swallowed nervously as he followed Maestro's gaze "You think whatever you find can stop that guy?"

"Perhaps... or at the very least immobilize him" Maestro said with a sigh "And if not..."

A tense silence settled over the two as the sun finally set and a moon began to rise over the dark jungle infused city. Finally, the silence was too much for Buck and he decided to voice his concerns.

"What will we do then? If you can't find something to stop it I mean"

Maestro glanced at the distant smaller man with narrowed eyes before he smirked and glanced back at the rest of his clan.

"We do what we do best I suppose Buck... We smash"

…

Several hours later, Peter found himself looking up at the ceiling with a small frown on his face while Emma slept peacefully next to him. He casted a quickly glance at the blond beauty before he slowly pulled himself away from her and slipped out of the bed. Pausing only briefly to grab his boxers and slip them on before he walked over to the nightstand and grabbed the Phoenix egg and silently left the room.

"What are you doing?" Karen spoke over the intercom at a low volume as Peter made his way down the hall.

"Just taking a precaution" Peter responded as he glanced down at the egg, it's soft warm glow illuminating the hall for him "Until I can find a way to drive Maestro off, I'd rather put this little guy someplace safe"

"You think he'll try to acquire it?" Karen inquired.

"Why wouldn't he?" Peter said with a shrug "This is possibly one of the most powerful beings on this world, baring Doom himself. And as it is now, it wouldn't be hard for Maestro to either find a way to destroy it, or worse... use it"

"A evil Hulk with the power of the Phoenix at his command... Yes, I suppose that would be rather bad" Karen said.

Peter snorted at this "Bad? It'd be a nightmare"

The Phoenix egg glowed brighter for a moment before the light dimmed and became a little cooler, causing Peter to frown as he rubbed the surface "Sorry little guy, I know you don't like being locked up, but we can't let Maestro find out about you and try and do something about it. I'd rather he thinks it's just me and Emma here"

The egg's glow flared again before it went completely dark, leaving Peter to stare at what one would mistake as a egg made of pure obsidian. Peter sighed as he ran his finger over the cool surface, leaving a faint trail or red energy before it seemingly faded into the egg. He then resumed his trek through the hall until he came to a elevator and waited for the doors to open.

"Emma will be wondering where you took it when she wakes up and notice's it's gone" Karen warned as Peter stepped into the cart and it began it's fast descent down the tower and into the levels below "What are you going to tell her?"

"That I put the egg some place safe" Peter replied evenly as he felt the elevator slowing down "She doesn't need to know where or how it's safe. Only that it's safe"

"Don't trust her to keep quiet should she get caught by Maestro and tries to bargain her freedom or life?" Karen asked before she added "Or, are you worried she'll up and leave you in the middle of the fight and try to take the egg with her?"

Peter didn't respond as the elevator stopped and opened to reveal a dark hallway with a large metal door at the far end. Peter quickly made his way towards the door as it began to automatically open, it's scanners having detected his approach earlier. The door opened just as Peter reached it and revealed to him a large room with... nothing.

There was no secret armory of anti-Hulk or Thor Iron Man armors or some super powerful Sentinels or some crazy super dangerous weapon he found over in the Baxter building. It was just a room lined with Adamantium located ten stories below the tower that Peter found a few months ago, some sort of doomsday bunker he supposed. Peter's thought of using it as his actual room, it was plenty spacious and secured enough but having to take the elevator up and down every time he wants to go out or come back killed the appeal quickly enough.

'Also I'm not too fond of being underground with those things still running around below' Peter thought as he glanced back outside the room towards the hallway's walls.

They weren't made of Adamantium, just concrete with a titanium weaved mesh built into it and a few chunks of some sort of granite. It wouldn't keep out what's below the city for very long, but it would buy Peter enough time to cry in despair and pray for a quick death.

"Why do I get the feeling those things are gonna show up at the worst time imaginable?" Peter said with a shake of his head as he entered the room and made his way to the center and placed the Phoenix egg on the ground "Now stay here Phoenix while Emma and I find a way to get rid of Maestro and his band of Gamma irradiated stooges"

The egg remained dark as it laid there, causing Peter to frown "Giving me the silent treatment won't change my mind about leaving you in possibly the safest place in the city"

Again the egg was silent, causing Peter to sigh as he turned no his heel and made his way out of the room. The door sensed that Peter had left and began to close and secure itself, leaving the Phoenix egg within in total darkness.

"You did the right thing" Karen said as Peter stopped outside the doorway.

"Really?" Peter said as he looked up towards the ceiling.

"I don't know, I just know this is the part someone is supposed to say that" Karen replied, causing Peter's brow to twitch in annoyance.

"Well aren't you just so helpful and considerate"

"I'm as helpful and as considerate as you made me!" Karen huffed "Also what's right about locking a poor defenseless egg in a dark scary room made of Adamantium several hundred feet below the surface?"

Peter scowled at this "S-Shut up!"

"HMPH!" Karen sounded as Peter approached the elevator and was about to get in before he stopped and stared at the closed door with a uncertain look on his face before he sighed and looked up at the ceiling.

"Hey God Doom you there? Did you put me in this situation because I didn't start praying to you for guidance or something?"

His question was met with silence, causing Peter to snort.

"Well, that answers the question if you'd make a descent God or not... turns out you do"

And with that, Peter entered the elevator and had it carry him back up to the tower proper, unaware off a small crack that began to form in wall halfway between the door and the elevator...

...

And done.

Next chapter, Maestro strikes...