Spider-Man visits Earth-38 Chapter 1

New York, Earth-51; 6:45pm

It was just an another day in New York for the Wall Crawler. It wasn't too busy of a day, with Peter mostly stopping just some armed thugs. It's been over a year since the whole devil's breath situation and things have been pretty calm. Norman lost his re-election and hasn't been in the public eye for a while, probably at the same research treatment that Harry is being kept at to watch over him. Otto's neurodegenerative disorder has spread through his whole body. Peter heard a few weeks ago and even though Otto caused so much pain to him, Peter couldn't help, but feel sorry for the man who had once been his mentor. Reports from the raft suggest that even before he lost total motor control, Otto had become a broken man, no longer concerned with revenge or even redemption. All he did was sit in his cell and think about how his life led to his current situation. MJ went to Silver Sables home country to report on the political crisis going on there and ended up deciding to move to Europe. This, obviously, led to her and Peter breaking up for a final time. Most of Peter's free time has been spent training Miles with his new powers. The kid reminds Peter of a lot of himself at that age and Peters been trying to teach Miles to not make the same mistakes Peter made when he was first starting out as a superhero. Sure some super villains broke out of the raft a few months ago, but they haven't been seen since.

"They haven't been seen since so maybe they've turned over a new leaf" Peter thought to himself as he climbed to the top of the Empire State Building. "Yeah right, they're more likely just planning and bidding their time". Reaching to the top of the building, Peter stopped to admire the sunset. "Times like these, you really got to stop and enjoy the moment" he thought. Peter had experienced tremendous tragedy: his parents, uncle Bens, and aunt mays deaths, the betrayal of Otto, and Yuri going off the deep end and becoming a murderer. Yet despite all these tragedies, Peter could still find joy in moments like this. At that moment, almost as if it was on cue, a police dispatch came over.

"Well moments over" Peter said as he jumped off the building and dove for the street

"Report, siting's of demon activity at abandoned subway, request immediate response"

"This is the first time the demons have been seen since the devil's breath incident. Well Martin Li was one of the villains to escape the raft a few months back so I guess this means that he's come out of hiding" Peter said to himself. Its times like these that he misses that having Yuri on the force to inform of the inside information that police have on criminals. He has no idea what Martin has been up to since he escaped. The best he heard was from street thugs that are a part of Wilson Fisk's organization and all they could tell him that Martin was rebuilding his criminal empire. Even then the thugs didn't know the specifics

"Oh man, this must serious" Peter thought to himself. Peter decided to call Miles, after hesitating for a moment after considering the gravity of the situation for a moment.

Miles answered his call. "Hey Pete, are we doing some more training tonight". Miles was barely able to hide his excitement

"Not exactly Miles, I've got to deal with a situation and I think that this is a great opportunity for you to watch and observe me in action"

"Really, you serious?". Miles was no longer trying to hide his excitement

"Yeah, but you have to remain calm. Put on a plain, neutral color shirt and the same for a pair a pants. Hopefully this goes without saying, but don't forget your mask as well. Then go meet me near the abandoned subway. Let's meet at the top of Larry's pizza about a block away"

"Larry's Pizza, got it Pete"

"Now Miles remember, you are there to strictly observe. Do as I say and do not get involved. Ok?".

"Don't worry Pete I know, I know"

20 minutes Later

Peter just landed on top of Larry's. He would have gotten there sooner, but he had to stop and save a couple from a mugging. Miles was already there wearing an all-black sweat shirt and sweat pants. He was pacing back forth, clearly excited.

"There you are Pete, what took so long?"

"Sorry I got held up" Peter said. "Let's go"

They swinging for about a block and Peter starting snickering to himself

"What's funny" Miles responded

"Nothing, it's just wearing that all black get up at night kind of makes you look a floating Spiderman head from some angles"

"Ha ha" Miles responded semi-sarcastically

"We're here" Peter said. They landed on rooftop. The entrance to the subway station was on the right side of the street and the building they were on was on the left side. There were two guards outside the subway station. Even though they weren't wearing masks, both Peter and Miles spider senses were tingling meaning that these were definitely demons

"You sense it too" Peter said

"Yeah, those are Demons, no mistake about it" Miles responded "Why aren't the police here yet?".

"They're probably setting up a perimeter right about now. Don't want risk the collateral damage from engaging in demons before coming up with a plan"

"We're not going to wait right?".

"No. So first I'm going to take out these two guys at the entrance. What did I teach you about stealth take downs?".

"It's all about swift attacking and analyzing your surroundings"

"Correct so watch and learn" Peter immediately jumped and latched one web on one of the guards and pulled himself towards them. With one swift kicked he knocked the first guard out. Then, before the second one could react, Peter sucker punched him and knocked him in the air. When he landed, he was knocked out cold. Miles landed next to Peter after Peter signaled him

"That was awesome, the way you just swooshed down and bang. Knocked them both out cold."

"Thanks Miles. Now go back to the rooftop and stand guard. If some demons escape notify the police and let them know. I'm going in"

"What? You mean I can't fight some thugs?"

"No Miles, these thugs have a portion of Li's powers and you haven't even fought regular street criminals" Peter responded. "Now stay put and be alert"

"But"

"Stay Put" Peter went in the subway right after that

"Uggh" Miles groaned "I'm always sidelined"

Making his way through the subway, Peter stops after hearing some talking from around the corner. Jumping to the ceiling to climb in discretion, Peter makes his way around the corner to see a bunch of demons, almost ten of them. Instead of taking them all on at once, Peter launches a web bomb. All but two three of them end up webbed to the wall and the other three are still webbed up, just standing. Launching from the ceiling, Spiderman slams his fist on the head of one thug, knocking him out. He then launches a kick that knocks the second thug into the wall, trapping him. The third, a larger fellow than the others, is still standing. It takes a few punches, but he crumbles to the ground unconscious.

"Something tells me you guys aren't getting a Christmas bonus this year" Peter quips

Continuing down the hall, Peter hears large machinery and loud talking, but there is a wall blocking the pathway. Noticing an air vent, he jumps up into it. crawling down the vent when he sees an opening and hears more talking.

"What do you mean the machine is unstable?" Recognizing that voice anywhere, Peter new immediately that it was Martin Li, dubbed by the media as Mr. Negative.

"Sir, it seems that its energy levels are spiking and I can't explain why" Martins scientists nervously said.

"Our benefactor is not looking for excuses, he is looking for results. If you can't deliver then I will find someone that will"

"I understand and get the situation under control" the scientists replied

"You better" Li responded

Analyzing the situation, Peter notices that the only people in the room are Li and the scientist. Deciding to take advantage of the unguarded Li, Spider-Man drops down behind Li and says "Hello there"

Li doesn't even turn around and says "Spider-Man, an unexpected surprise, but a welcomed one"

"Really man, I had just set up an awesome Star Wars quote and you just wasted it" Peter responded

Turning around, Li responds "Sorry, I would remember that for next time, but there isn't going to a next time for you"

"What you planning Li, a new revenge plan against Osborn. The man hasn't even been in New York since he lost the election".

As the two start walking in a circle, Li responds "No I'm not after revenge. My time in prison gave me perspective. Revenge is a fools game, just look at what it did to Doc Ock" Peter shutters a little bit at the nickname of Otto "No instead I'm after true power. Control. Control over the entire city. With my powers, I should have been able to take over the whole city and with the money I'll get from this project, I will. My criminal empire will make Fisk look like some 2nd rate criminal"

Stop circling, Peter responds "This isn't you. Where's the Martin that wanted to help people. The one that started FEAST"

"That Martin is gone. I was weak back then. I'm in a much better place. Unfortunately, I can't say the same for you"

"Wha-" At that moment his spider sense startling tingling and something just burst through the wall

Miles was justing hanging out on the roof that Peter left him on. He was throwing some punches, imagining that he was fighting criminals.

"This sucks" he thought to himself. All of sudden he heard a loud noise. Miles ran to the edge of the roof to see if any demons had left the subway. None did. "What was that sound. I should go to tell the police" Miles then paused for a second. "Peter did so to get help if someone left the subway. He never said anything about a loud noise. If anything I have a duty to investigate the noise and make sure Peter is ok" Pausing for another second. "Yeah, yeah that would be the hero thing to do" Needing no further convincing, Miles jumped off the roof and headed into the subway.

Narrowly dodging the flying rubble, Peter looked up and saw Rhino, clearly being the one who knocked down the wall. Coming through the wall behind him was Electro, Scorpion, Sandman, and Shocker.

"Aww, I see you got the gang back together" Peter said "Minus one vulture, but plus one Sandman and one Shocker".

"What can we say, we work pretty well as a team although that old Vulture was slowing us down so he had to go" Electro responded.

"You know Li cannot deliver the same promises Doc promised you guys"

"What can we say, our personal hatred for YOU outweighed any other personal interests" Scorpion stated

"Plus who could give us bigger scores than the future crime boss of all of New York" Sandman said as his fist grew bigger

"Enough talk!" Rhino yelled as he charged at Peter

Peter dodged by jumping up then pushing off Rhinos back. Mid-air, however, Shocker shot a vibration blast right at Peter knocking him into the wall. Li jumped at him with a energy charged sword that Peter dodges by rolling to the side. Just as the sword missed Peter, a giant sand hand rose from the ground and threw Peter across the room. Getting up after moaning, Peter realized a critical point. The structure of the subway was already unstable and the fight was only making it worse. Peter realized that if he could drag this out the subway would collapse on the machine. He was certain that Martin and his allies would survive with their powers, but the machine would be destroyed.

Hopping down from the air vent, Miles hid behind a column, one of the few not destroyed. Looking past the column, he saw Peter taking on six super villains. "I gotta help him" Miles thought to himself. Just then he noticed a giant machine. "I bet thats what Demons are making". Taking advantage of the villains being distracted, he snuck up near the machine and looked at the control panel.

Just then he heard a shout "The Machine!". Looking over, he saw a small man in a lab coat, obviously the main brains behind the machine, hiding behind some boxes.

Electro then shouted "Looky here boys, we got a selves a spider brat"

Peter yelled "No!" and jumped past the villains to get to miles only for Sandman to grab his leg and throw him back.

Electro yelled "Sorry Spidey but your sidekick is about to get fried" then shot a hug blast of electricity.

Miles jumped and dodged the blast, but it hit the machine. The machine started running faster and faster and warning noises starting coming on. "You fools" the scientist yelled "You've overloaded the machine. It's going critical"

A huge blast of white light radiated from the machine, blinding everyone. As hard as he tried Peter lost consciousness and blacked out.

Authors Notes

I do not own Spider-Man or Supergirl properties nor do I make any money writing this story