Today was supposed to be another day, bad guys attack New York, and the good guys band together and save the day. Fate decided that today was going to be very different. All of New York City is evacuation mode. People stared at their television screens with pure horror. They started to look at the names as it appears on the screen.

Jim Hammond…

Bart Gallows…

Roberto Velazquez…

Bernie Rosenthal…

Joseph Chapman…

Those were just a few names of those who perished in the bombing of with 30 square miles from Prospect Park. All of the active members of the Avengers, X-men, Fantastic Four, and other heroes all came together and help with the rescue effort. Despite being very busy with everything, the heroes couldn't but noticed that there were two heroes who were missing.

….

Over at Ryker's island, Norman Osborn, in his Goblin outfit sat in a chair with a smug on his face. He was very proud with what he pulled off. But he wasn't finished, there was still one more step he needed to complete, but he needed the right players to be in play.

"Osborn, this is sick even for you." roared Spider-man. "Where did you get the Nuke?"

"You want one too Parker? I'm sure your Aunt May will be understanding with you having a nuke." Osborn always got under Peter's skin, but never like this. Norman Osborn committed an atrocity that was never seen before.

"Why'd you do it? You made Cap kill Sharon, and destroyed his home. THIS HAS ALWAYS BEEN BETWEEN US WHY YOU DID GET HIM INVOLVED YOU DISEASED MANIAC!?"

"It's simple web-head. I got tired of losing. No matter how battles we fought. No matter how many girlfriends I've killed. You never broke. I wanted to prove to everyone even the best can break. So after collecting the pheromones from Purple Man, and modified them so Captain America would believe he was fighting the villains this whole time. I wonder how he react to all of this?"

"It won't work." said Spider-man confidently, "Cap will grieve, but he won't break. He will be the hero I know he is." In the background the two heard guards getting knocked around. One of the guard gets hit so hard that his body busts down the door.

"You sure about that?" Captain America walked in, clenching his hands, and a scowl on his face. He marched across the room, getting closer to Osborn.

"Stand aside soldier…" demanded Captain America.

"I'm not a soldier Cap, and I'm taking care of it." said Spider-man. Captain America ignored what he said continued to approach Norman, the only thing separating the two was a single wooden table that seemed to get smaller by the second.

"Is there something you want from me?" asked Norman playfully.

"YOU DRUGGED ME...YOU MADE ME…" as he thought more about what happened to him today, and when he thought about those close to him, he got even more sad.

"Sharon…" he said sadly. The pheromones affected Captain America and thought he was fighting Crossbones. He kept pummeling him down to the ground, screaming and shouting at him to fight back and demanding to know where Sharon was. Eventually the Pheromones wore off and saw the horrifying truth. He wasn't fighting Crossbones at all. He was beating up Sharon Carter, the love his life, to death. When he realized what he had done, he held her body close to him, cried and screaming over her death. Seconds later there was a huge explosion over at Prospect Park, his home. Everything and everyone within 30 square mile radius was instantly gone. Those around him tried to comfort him, telling him it wasn't his fault. But it didn't matter, someone had to pay for what happened.

"My oh my first Bucky, and now Sharon. Those who you care about the most tend to die don't they?" smirked Osborn. Captain America punched Osborn in the face.

"Quit smiling…"said Captain America in a low and gruff tone of voice.

"I don't know what's more pathetic. You, or your belief that I can be locked away and hope I can reform one day." Spider-man didn't need his spider-sense to know what was happening, and he knew to intervene.

"Cap, don't do this. I'll take it from here." He wouldn't budge. Not even an inch.

"Go ahead lock me up, throw away the keys. I'll get out like I always do and we'll do this all over again. The only tricky part is that I can't think of anyone else you know I can kill." He heard enough. Captain America grabs his throat and pins him against the wall, and continued to punch him over and over. Spider-man needed to stop this and fast, so he grabbed on to Captain America's punching arm.

"THAT'S ENOUGH." Captain just looked at Spider-man. While his spider-senses went off, Spider-man assumed the danger was coming from Norman Osborn. Captain America does a leg sweep and leaps in the punches Spider-man in the face, momentarily knocking him out. Captain America's attention then went back to Osborn who was just grinning at all of this.

"I know it's a bit soon. But do you think you'll love again? Maybe the next person you'll love won't die by your hands." Captain America had enough. He didn't care what consequences he'll face. He was going to cross that line, for the greater good he told himself. He lifted his shield, and with all of his might he strikes Osborn's neck, decapitating him. Spider-man was waking up from the attack, and saw everything. Norman Osborn is dead, for real this time. Spider-man had hoped this was the end of it. And while it may take time, Captain America would be back to his old self, and no more deaths. But knowing his Parker luck, that wasn't going to happen. This was the beginning of something much worse.

…

Ever since that day things have changed. Captain America slowly became more aggressive every passing day. There were some members of the Avengers who were concerned with his new change of attitude. But their worry was triumphed over their trust in him. After all Captain America always did what was best for everyone, and they trusted him for it. Captain America declared a ceasefire amongst everyone in the world, and demanded that every nation agree to this. Black Panther was one of the few who saw what was happening, and was the first to leave the Avengers, and went back to his throne in Wakanda.

Wakanda was one of the last to agree to the ceasefire. He knew what this was about, what this could mean to Wakanda, and adamantly refused. A few SHIELD agents attempted to infiltrate Wakanda, but they were quickly discovered and were imprisoned. This drew Captain America's attention and sent over Captain Marvel, Thor, and War Machine.

"T'Challa we need to talk." said Captain Marvel.

"There is nothing to discuss, Rogers sent SHIELD agents into Wakanda. And they will be punished for it."

"So be it then." Said Captain Marvel. She presses a button and reveals hundreds of SHIELD Helicarrier. Black Panther and the rest of Wakanda gazed in horror on what they were looking. Never before did Wakanda have this many outsiders at once.

"Ho...How is this possible?" asked Black Panther.

"Every since you left, Steve became the new director of SHIELD and with Tony's money we were able to construct so many Helicarriers." said War Machine.

"Now what will it be T'Challa, you agree to Steve's ceasefire, or should we demonstrate what happens to all who don't?" said Captain Marvel.

"Tell Rogers, that I'm sorry what happened to Sharon, and Wakanda is not the enemy of the US." satisfied with the responded, Captain Marvel instructed the rest of SHIELD to pull back and head home. Before the three left, Black Panther stops Captain Marvel. "Carol, while Wakanda will not be at Roger's beck and call, if he ever needs advice on how to rule as a benevolent ruler he can seek me out."

"T'Challa don't be foolish, Rogers wouldn't take over the world." said Captain Marvel.

"You and are not that foolish to see where this is going." Captain Marvel left silently, leaving the shaken king to his kingdom.

…

Captain America was in his room in the Avengers Tower, looking over reports of nations agreeing to the ceasefire ever since they heard about what happened at Wakanda. Carol walked inside and gave Rogers a kiss on his cheek.

"Your plan worked Steve."

"I know, I've heard. This plan didn't sit well with Thor and Tony."

"Don't worry what they think. You did the right thing. You did what was needed to be done. I won't let you second guess yourself." said Captain Marvel reassuringly as she hugged him. He reciprocated with a kiss.

"I'm sure T'Challa had more to say." said Steve. Captain Marvel hesitated for a little bit, but regained her composure.

"He offered his condolences, that was all."

"I see." Steve Rogers got up from his seat and proceeded to leave.

"Where are you going?"

"I have to meet Peter...I haven't heard from him for a while now, I'm a bit worried." He continued to leaving Captain America by herself.

…

A doorbell rings. Aunt May wasn't expecting anybody to visit. She opens the door and finds Captain America.

"Hello Ms. May, I hope you are having a lovely day."

"Oh my. Good Afternoon Captain America, please come in and make yourself at home."

"Oh that won't be necessary. I'm just here to see your nephew. Stark has been worried about him and he hasn't seen Peter at his internship for a while now." She let him in and offer him a seat on the couch.

"I'm glad you came. Ever since what happened at Brooklyn, Peter hasn't been himself." Steve just looked down at the ground, Aunt May noticed right away what was going on. "Dear, I'm sorry about your loss. I know what it was like when I lost…." She choked back her tears thinking about what happened to her husband Ben Parker. She regained her composure, and got back up. "Let me get Peter right now." She quickly walks up the stairs leaving Steve by himself. After a few seconds she came right back down. "He'll be down shortly. I'll make you both a cup of coffee."

"Ma'am that won't be necessary, I won't be staying that long."

"It'll be alright, please make yourself at home. It's not everyday I have an Avenger visit my Peter." She walks into the kitchen, and Peter comes down the stairs.

"Hey Steve." said Peter.

"Hey Peter." The two stayed quiet for a bit until Steve finally spoke up.

"Peter where were you? The Avengers needed you with the ceasefire." Peter just stood there quietly for a little bit, and finally spoke.

"Steve, I don't have as much experience as you or Stark as an Avenger. But even I know that you need to stop what you're doing."

"I have to stop what? Stop saving lives? Stop bringing peace to the world?" said the surprised Steve.

"You're scaring everyone." Steve, upset at what he said got in Peter's face.

"GOOD. They should be scared. I want everyone to think twice before they press a button. They should be too scared to pull that trigger."

"You killed a man. A husband, a father…"

"And everytime you let that madmen live, how many more did you condemn? Did you ever feel responsible? Did you ever feel guilty?"

"All the time. But we don't get to decide who lives or who dies."

"One death Peter, One death to save millions."

"That's how it starts." The two stood there, and glared at each other what seemed like hours. "Steve, these are the words I live by and I think you should as well. With great power, comes great responsibility." Steve stood there and just glared at him.

"So what will it be Peter, when can we expect you to be back with the Avengers."

"I'm sorry Steve." Peter pulls out his Avengers card and tosses it to Steve Rogers. Steve proceeds to leave and in comes Aunt May holding two cups of coffee.

"Leaving so soon? I just made this cup of coffee." said Aunt May.

"I'm sorry ma'am, but the Avengers called me. The world needs to be saved from dictators who refuse to give up their power."

"Good let's best remember that." said Aunt May in a stern voice. Steve just looks back and proceeds to leave. She then looks over at Peter with a concerned look on her face. She could see the pain on his face. After all Peter couldn't stop blaming himself about Norman's death for some reason, and he is constantly reminded by it ever since Harry took over OsTech, and announced that in order to fix his family's image, he is providing the Avengers 100% support.

"How are you doing sweetie?" Peter just looked over at Aunt May.

"Aunt May, I have something to tell you…"

…..

Months have passed since that day. Aunt May was not happy about Peter keeping his secret of him being Spider-man. But she couldn't be more proud of him. He risks his life day after day to protect so many lives. The outside world was changing. Harry Osborn continued to support Captain America's plan. He used his resources to create a new form of the Super Soldier pill that increased bone density. For that he was rewarded for his loyalty becoming his Chief Deputy of SHIELD. Although there were many who supported Captain America's ceasefire, there were also just as many who opposed it. With encouragement from Aunt May, Spider-man formed a new group called the Secret Avengers and recruited Black Widow, Hank Pym, Wonderman, and Hawkeye to join him in stopping Steve from taking over the world. They didn't have much of a chance to stop the rest of the Avengers by themselves, so they had to steal the super soldier pill.

Nick Fury, who went into hiding ever since he lost his position, helped the Secret Avengers with finding one of the secret bases located in the Arctic that Captain America developed ever since he became director of SHIELD. Harry Osborn, knew what Captain America was doing and didn't like it. So he secretly allied himself with what the group with a little convincing from Spider-man, his best friend. In return Harry, provided them a new base to plan their operations, and keep Aunt May safe, ever since Captain America. They broke in and stole the super soldier pill, and on their to make their escape Captain America along with Captain Marvel, She-Hulk and Iron Man intercepted them. A fight broke out, and the Secret Avengers put up a good fight, but they stood little chance of making it out. That was when Wonderman decided to take everything into his hands.

"Guys, make sure you get out of here in place." said Wonderman

"What do you think you're doing?" asked Hawkeye.

"Giving you all time." Spider-man figured out what he was going to do, and rushed to his side to stop him.

"This is stupid. You pick now of all times to finally act like a hero?" said Spider-man.

"I'm through with acting. Goodbye." He flies towards Captain America and tackles him through a series of walls and out of the secret base.

"STEVE!" shouted Captain Marvel. "She-Hulk and Iron-man, take care of these traitors. I'll back Steve up." She followed Wonder-man and Captain America leaving the two to fend off against the Secret Avengers.

"We'll take you down just the two of us you…." She-Hulk was cut short by Iron-man who electrocuted her.

"Get out of here now Parker. It won't be long until the rest of SHIELD gets here." said Iron-man.

"Since when were you with us Tony?" asked Hawkeye.

"I'm not, but unlike everyone else, I don't turn my back on my friends."

"Come with us Tony, Steve has gone insane." said Hank Pym.

"Sorry Hank, he is doing what is best for the world. Besides someone has to remind him what it is like to be hero. Look I'm not going to argue with you guys about this. Leave now." The Secret Avengers wanted to talk to him more, but they were on time table. SHIELD was coming, and they were not prepared to fight them. The rest of the team made their exit, cept for Spider-man and Iron-man.

"Something you want Peter?" Peter throws a picture of a young african american girl at Tony.

"Her name is Riri Williams. She was able to reconstruct one of your suits."

"She's like what 15? The girl must be a genius. Why are you showing me this?"

"She used the suit to fight against your Avengers, after they were done intimidating a few citizens." Tony just stared into the picture. His genius intellect knew where this was going. "She did well, until Steve showed up, and well all I can say is she is now in coma."

"Why...why are you telling me this?"

"Because Tony, you may be a billionaire, playboy, philanthropist working for a madman. But I still believe in the man who inspired this girl to become a hero." Tony started to tear up, and then started to cry. He had no words to say to Spider-man and just flew away.

….

Wonderman and Captain America crashed a few miles away from the secret base, with Captain America on the bottom. Wonderman pummeled his face with his fists over and over again as the ice beneath started to crack.

"Steve, you are going too far with everything you're doing. You have to be stop, what was it that you said, by any means necessary?" He continues to hit him over and over again.

"So you're going to do it? Hmph I didn't think the kid had the guts to tell you to do this."

"No…Peter's nothing like you. He still believes in the good in you. But I don't. The Avengers will fall without you. So I have to do what I need to do." He charges up his ion blast, but was hit from behind hard by Captain Marvel. She used her energy to form blades and punctured his stomach twice creating an opening for the ion energy to pour out.

"What's happening?" asked Captain Marvel.

"I've built up so much Ion energy over the years, and now with nothing else to contain it. Well think of it as giant bomb is about to go off and nothing will stop it." Wonderman collapse to the floor, as more cracks appear all over his body. Captain Marvel didn't like what she was seeing and got Steve and flew as far away possible. There was a huge explosion and it was catching up with them fast. Captain Marvel created a shield to protect Steve, and did everything she could to protect him. They were fortunate enough to land at the same secret base, and they chased after the remaining Secret Avengers. They were so close to making the escape. All they had to was go back to their HQ and synthesize the pill. But they luck ran out as Captain America and Captain Marvel caught up to them. Captain Marvel fired an energy beam, and blocked off the exit. Only one member that make it through, Hawkeye. Worst of all he was the one holding the pill.

"We have to get him out of there!" said Black Widow.

"No don't." said Clint using the communicator. "You guys need to get of here fast."

"Everyone else can go I'm staying." said Black Widow.

"Natasha, you were the voice of reason between the two of us so listen to that voice. I'll find a way to get out." Natasha didn't like leaving him by himself, but she knew that Clint had one ability that no one else except for her knew about, his ability to survive.

"I hid a locator in your quiver." said Black Widow

"Of course you did." said Hawkeye.

"Hawkeye, once everything is all cleared, we'll get you out I promise just keep your locator on." said Spider-man. The rest of the team made their escape, and Hawkeye turned around to see the two Captains fuming. He pulls out an arrow and gets ready to fire.

"Do you honestly think your arrows will work?" said Captain America.

"No, it's supposed to make me feel better about my odds."

"Well is it?" said Captain Marvel. He fires an arrow, and the two captains dodged it. Captain Marvel was about to fire an energy beam at him, but the arrow ricocheted off a wall and hit her arm. The arrow forced her to move her arm to the right and made a hole behind him. Hawkeye just smiled and tried to escape through the hole, Captain America threw his shield and at his leg and caused him to fall. Captain Marvel flew towards Hawkeye and threw him to opposite side of the hole.

Hawkeye knew this was it. He was facing two very angry Avengers who have no problem with killing. He had to do something, anything to give Earth a chance. He quickly fires an arrow and it just misses the two and goes straight into the hole. Next thing he felt was nothing. He could Captain continuously punch him with his fists and bash his face in with his shield. And yet he still felt nothing. He wanted to speak, but his mouth wasn't working. This was what dying felt like he thought. His eyes finally closed, and the last thing he saw was the prettiest girl in the whole world, Natasha Romanoff. He thought to himself how lucky he was to be with her.

…

The rest of the Secret Avengers were waiting patiently for Hawkeye. Natasha pulls out her locator and saw him at a new location.

"Everyone look! Hawkeye made it out!"

"How did it do it?" asked Hank.

"He's a survivor, that's how" said Black Widow. They made their way to the location with Black Widow leading. She was so relieved at the thought that Hawkeye made it out. What more is the fact that she got to spend more time with him. The two have been together for many years, and together they thought they could do it all. But to her horror, it wasn't Hawkeye she found. It was just his arrow, with the locator.

"Where is he?" asked Hank.

"He didn't make it…" said Spider-man. Black widow pulls the arrow out and tosses him the pill.

"He pulled through for me, once again." said Black Widow with tears coming down her face. Spider-man comforted her as best as he could, but it wasn't enough. They were supposed to go to Paris, London, and Tahiti after all of this was done. They were supposed to go on more SHIELD missions, and save the world with the Avengers until they were old. But now, it's just her, and she couldn't bear that thought.

"You guys rest up, I'll synthesize the pill and I'll let you know what to do next." said Spider-man The three walk into their own Quinjet and flew off.

…

Spider-man took off his mask and began to watch the computer screen slowly upload the chemical compounds that helped made the super soldier pill. He had to take in what had happened. Most of the Avengers and other heroes have joined Captain America's regime. Those who didn't either died or went into hiding. And he didn't do anything about it soon enough. His trail of thought was cut short by a static noise.

"He's coming!"

"Harry? Why have you contacted me? You're putting yourself at risk!"

"He is coming, get out now Peter!"

"I can't it's not ready."

"Peter you will die!" Peter had heard enough and shut off all communications on his end. It didn't matter at this point because he knew Captain America was finally here.

"How did you find me?" asked Spider-man

"We found a list of secret bunkers made by Fury. Didn't take long for us to find one of them active."

"Why are you here?"

"I'm here to put in the end to this."

"About time. I was wondering when you would get tired of using Government money to make you a new suit every time I kicked your butt." Captain America immediately wraps his hand around his neck.

"Be careful how you speak to me."

"Or what you'll kill me? Please if you wanted to kill me, you would've done it a long time ago. But you didn't, face it you want me to beat you."

"Shut up!" He throws Spider-man across the room.

"Let me guess, the blood on your hands, it's Clint's isn't it?" Captain America stayed silent, he had nothing else to say. "Go ahead justify his death. I can call up Natasha for you and you can tell her how his death was part of the greater good."

"Stop talking!" He throws his shield and Spider-man was able to dodge.

"That would make things easier wouldn't it? If I stopped talking. If I decided to finally get serious and fight you. Funny thing is, right now the only way to stop you is to kill you. And unlike you, I'm not a murderer." He presses a button and the screen plays the wedding of Steve Rogers and Sharon Carter.

"Stop it."

"You failed her."

"I failed? You failed. You failed everyone by showing mercy to that madman!"

"Is this what Sharon would want?"

"I'm doing this for her!"

"You stopped doing things for her, the moment she died!" Captain America was done lecturing and threw his shield again and charged at Spider-man. He ducks out the way of Cap's shield and dodges a few of his punches. He quickly fires a web splat at Cap's eyes, and looks at the screen to see that it was almost finished. He runs towards the pill in order to take it, but his Spider-senses alerted him and was not in time to react to what happened next. Captain America lifted high in the air and threw to ground. He then picks up his shield and breaks Spider-man's back.

"I'm sorry Peter, but you're just too dangerous." Peter struggled to get up and Cap could only look as he struggled. "I've cracked at least two of your lumbar vertebrae, I'm surprised that you're even still conscious." He walks over to Peter and stomps on his back. "Stay down, you can't win this fight." Peter just smiled.

"Wasn't trying to fight you." Captain America looked around to see what he meant and he saw the computer screen flash 100%.

"What did you do?" said Captain America.

"I gave us a fighting chance. We can now make more of these pills." This angered Captain America, so he continuously stomped on his back, causing Peter to feel immense pain.

"Where is it? Where is the data going to? TELL ME!" Despite the pain, All Peter could do was laugh at this. "What's so funny!?"

"I want you to remember, that you resorted to torture for the greater good." Captain removed his foot from Peter's back, and was shocked at what he did.

"I...I didn't mean to…"

"Go ahead make all the excuses you want. Put the blame on me or whoever you want. It would make all of the atrocities you did so much easier to justify. You're not a hero, you're just a thug." From behind of Captain America, someone touches Captain America's shoulder.

"Steve Rogers." Cap still comprehending what had happened slowly turned around and saw the pill gone and the person who spoke to him.

"May Parker." Was all he could say, as she slapped him across the face so hard that he fell face first.

"I'm so disappointed in you." She kicked across the face, "No more." She then punched him square in the face, "Do you hear me?" she continued to punch him over and over again, "YOU DON'T GET TO HURT MY SON ANYMORE!" She done got up, leaving him bloodied, and walked over to pick up Spider-man.

"Aunt May…" said the carely conscious Spider-man. "Did I ever tell you how badass you were just now."

"Shhh dear, you just rest up. The world will need you in the days to come."

"But what about…"

"We got everything we need dear." They stepped onto the teleporter and Spider-man entered the coordinates to their new location. "There's nothing worth saving here." They then vanished and then the teleporter then explodes so Captain America couldn't find him.

….

This marks the end of the year one of the rise of the Regime. Spider-man has now become the most wanted man on the planet. Odds are stacked against him, and as much as I want to help him, I, Uatu took a vow to never interfere and only watch events unfold. More is to come from this planet, and I will continue to observe and share with everyone what happens in this universe.

A.N: Hello everyone, like the other stories this has been on mind for a long time and this was something I felt that I needed to write out. I'll still continually write and update my other stories as well. I hope to hear from you all very soon!