Prologue: No Illusion

United States, October 3rd, 1941. The Great Depression, as it was called, has ended. War strikes the heart of Europe, with the German invasion of Poland. Britain, and France following, was the first to respond; they declared war when the Wehrmacht and the Luftwaffe began to slay the population.

Tanks threaded along the ground as bomber planes set the towns to fire. This was, and is, the beginning of history's deadliest war. But with war, came the drive. The United States, ever eager to stay from conflict, resolved to stay neutral and support from afar. It was only after U-boats began sinking US ships did they decide to intervene. And thus began the war machine as it spat supplies.

Meanwhile, Hitler began to weave his strings. He took on the might of Red Russia with his own brutal force, carving his way through Poland. Italy followed under the thumb of Mussolini, and began his own quest for Empire within the African continent. Japan also began its own conquest for resources, taking Manchuria, parts of China and territories of the US. They were getting bolder; unrest was beginning to boil in Hawaii.

Britain, France, Germany, Japan and Russia. Australia and New Zealand too. Germany seemed unbeatable. Loss after loss for the Soviets broke their morale. Poland fell, and it looked like France was next. After all, this was revenge. But there was something else going on, away from the carnage; Hitler had it all planned. Take Russia quick and easy, driving them to the brink. Crush them fearlessly and ferociously with Operation Barbossa. Then, France and Britain. Italy can take care of Africa.

But Hitler was worried about the mighty brute across the Atlantic. America scared him, with the drive and the people to break him down. His war needed to end fast, lest he face the wrath of the Eagle. So he left it onto his followers; Baron Wolfgang Von Strucker and Dr. Otto Octavius. Octavius was born in Africa, but grew on the theories of Germany's eugenics. He had a past in New York, but that fell apart. He is handicapped; quite the irony, but nonetheless he was valuable, no matter what Himmler said. Strucker was with the Nazis since the beginning, and Germany when it was still Prussia. He was part of the rise, an Intelligence agent and one leader of Hitler's HYDRA. Tasked with finding the occult, such as the Momentary Princess; too bad for him, if it weren't for the Canadian and the two time-travellers.

Their task was simple: to cause havoc in the US. But time and time again, they have been met with more failure than ever. 5 years ago, Dominic Fortune halted Strucker's assassionation attempt on Senator Fulton. Last year, he failed at reforming young Natasha Romanova to unleash her onto American soil, having been stopped by the Canadian again; Logan, a stubby man that sprouted claws of bone. Aiding him, Steve Rogers, aka Captain America, and a man named Ivan Petrovitch. Later that year, he tried storming Latvaria; just as suicidal as Napoleon braving Russia in the winter. Now, with burning rage, he seeks artifacts with the help of his informant Giuletta Nefaria. This brings him in constant contact with Anthony Stark, adventurer.

Octavius, meanwhile, spreads his crime through New York City. With the demise of infamous crime lord Norman Osborne and his Enforcers by the hands of The Spider-Man, there was a vacant spot to fill. And this is where it all began: a battle between New York's wall-crawling savior and Hitler's head scientist.

The Empire State University was a place for aspiring scholars and tourists alike. With the looming threat of poverty gone, many could now strive for the pleasures of life. And it added to the joy with the new attraction. The Arctic Shard it was called, a large crystal of unparalleled beauty. A white that gave it an appearance of a solid blizzard, and reportedly cold on the skin. It was like ice itself, though it didn't shatter easily. They performed tests on the crystalline object, with interesting results: for its make-up, it was surprisingly durable. It dispersed light easily, despite its natural formation. As well, it dispersed the light in an odd fashion; while it could separate light into its different wavelengths, it also seemed to shimmer. It was audible and visible — a wondrous find, you could almost call it mystical. And that brought it attention.

The halls of Empire State University were dark. Well into the night, the full moon in the sky hanging above the building, shedding its light into the building below. Doused in the light of the moon, the Arctic Shard sits comfortably on a pedestal within the confines of a glass case. The shimmering within the glass gave it the appearance of an ancient relic, in a museum where it belongs. The pedestal stood erect, surrounded by other models and artifacts of the university. Pillars of marble connected the floor to the ceiling, and a staircase up at the northern end led deeper inside. However, all that was needed was right in front and right in the center.

From the black abyss of the shadows surrounding, a man calmly walked forward towards the crystal. A three-piece suit, green jacket and trousers with white button-up and a black-on-red bowtie, gave him a uniquely sinister appeal. Complementing it was a wrought-iron mask, with slits like a knight for the eyes, nose and mouth; a crest on the mask spreads across the eyes, dripping onto the cheeks like paint, but stopping at the top of the nose ridge. He eyed the Shard as he approached it, the clicking of his well-worn brown performance shoes onto tile echoing across the languid stillness of the night. The Magnificent Mysterio, a once successful magician that has now lost all relevancy, doomed to a life of crime to sate his thirst for thrills, drama and money.

"Yes…" he uttered, creeping every closer. "The Arctic Shard. The last piece. You'll make me a mint when I hand you to Octavius." Carefully, he lifted the glass casing of his objective. His green eyes glazed over every smooth cut. However, he didn't take into account a trespasser that hung overhead; a lean man, clad in a dark ensemble of a turtleneck and cargo pants, overlapped by detective's trenchcoat. A black mask covered his head, white goggles pressed into his mask.

"Yeah, you definitely could use a mint!" He snarkily remarked, reeling down an intricately woven string of coiled black silk. It stuck to the ceiling, a surprisingly strong bond for a natural web that spurts from his wrists. "I didn't know you and ol' wheelchair were best pals."

"Spider-Man!" Mysterio exclaimed as he turns to face his adversary, incidentally dropping the glass casing and letting it shatter on the university floor. Reflexively, Mysterio guided his hand towards his belt, pulling out a purple capsule. The magician tosses the capsule onto the ground, shattering and releasing a spreading purple mist. From it, the rising figure of a cobra unleashed from the smokey veil, hissing and splaying its intimidating hood.

'Feels like déjà vu' Spider-Man thought, as he drops himself from his reel, landing on his feet. From his coat, he reached and settled two plain revolvers — double action six-shooters that took .38 special. A common sidearm for police, and Spider-Man was no exception. A shot cracked from the muzzle, recoil trailing up the webhead's arm as the bullet tore through the illusion with ease.

"Look, Quentin pally. I like your illusions, they're nifty, but not enough. Now, hand over the shard." Spider-Man said as he approached Mysterio. A familiar sensation began to shudder; a group of nerves at the base of his neck began to fire off, sending signals to the brain bearing the clairvoyant warning of danger. It was like a prickle of a needle, like stepping on a leaf in autumn and hear the crack of leaves. But with it, came the foresight: duck!

And in doing so, he avoided being skewered; long snaking metal lunged, metal bound and coiled together, ending at a head that held a lone glowing red eye, and 3 mandibles claws that snapped with the metallic clamp that had the strength to quadrisect the webhead.

The metal viper continued past Spider-Man's crouched form, grabbing hold of the Arctic Shard before forcibly grasping it and reeling back into the inky abyss of the dark. Spider-Man was confused. 'What on God's green Earth was that?' His answer came to his shocked horror; revealed from the night, standing tall on abominable creations of metal that stamped the tiled floor with impact cracks, was the form of a man.

Frail, with a ghastly complexion, gaunt facial features and unkempt hair that was platinum blond. Blue eyes gazed down with suppressed madness, goggles of the thickest kind resting on his brow. A small smirk of cruelty adorned his jaw, moving forward. His legs, shriveled and disgustingly limp, swayed as he continued on artificial legs, tentacles that were 4 of its own.

"Oh? But the fun is about to begin, Spider-Man." The voice was slightly nasal, horrifically low in volume but high in pitch. He spoke in a matter that put himself with God in power, unnervingly so. But still, he was but a man too caught up with himself. Almost narcissistic in a way. This was Otto Octavius, a once brilliant scientist that was drawn to the perverse. Once before had he faced Spider-Man on Ellis Island. Now, he has come prepared, with two tentacles floating alongside him as they reach and extend from his back.

The Arctic Shard came to rest in Octavius's hand. He caressed it, like it was a child, before he settled into within the confines of a space within the head of a metal arm. "Do you know what the Arctic Shard really is, Spider-Man?" He asked, as the aforementioned crystal shimmered and glowed within the space in the twisted metallic snake. "It's an energy source Humanity's never seen before."

"So you're saying there's more out there?" The Webhead asked, to which Octavius turned his head to gaze at. Neither has ever thought the other inferior, in ability nor intelligence.

Octavius stared at Spider-Man with a smile. "Yes. With extensive research, I can harness it. For Germany." He said. "Of course —" Octavius, in control of his eldritch creation, settled the two claws outwards towards Spider-Man. The glowing crystals within the enclosed slots of the bulbous heads, the Shard and another one very similar but with a red hue to it, began to whir and shine.

Spider-Man's back arched on reflex, bending his knees and hyping himself to move when he needed to, when a ring of fire suddenly erupted around him. It was sudden, with no explanation, crawling hastily along the floor. It seemed to give off light and heat. A mocking laugh behind the wallcrawler brought his attention from Octavius to Mysterio. Green eyes staring back at white goggles.

"Still think my illusions are just 'nifty'?" He laughed out. Was this an illusion? But why does it feel so real?

Spider-Man couldn't think straight now, as his surroundings began to melt. The walls, the ceiling, the moon began to crack and shatter like God's great wrath. Buildings toppled, voice became inaudible and muddled, the fire consuming everything in sight. How was Mysterio doing all this?

That didn't matter. He crumpled into a groaning heap, his mind aching as he tried to collect his thoughts and senses. Forgetting his current situation, with Octavius and Mysterio. And some shard? Like it was magical?

That doesn't matter now, as everything just blends together and fades to black. He feels himself being thrown into the air like a ragdoll, tumbling in free fall as light began to pour through his eyelids. It was red, green, blue, yellow. A swirl of color. There was no sight, only sound and feeling. His ears took in the cacophony of voices, sounds, all too close to make sense, but enough to recognize later.

As the light glowed brighter, he heard the last few words of Octavius. "— we can't have you ruining it. Goodbye, Spider-Man."

Then, the void.

A/N: Yep, we're back. I've decided to give a prologue this time around, so I can build onto something. This is a rewrite of an old story that I deleted after some bad decisions. So hopefully, you'll enjoy this better. It might have been paced… poorly, but I had to get this out at some point. Anyways, I hope you liked this, I'll be back with more.

Still working hard on A Few Extra Variables, if you wanna see what I can do that isn't a crossover, but in the meantime, I'll get started on the first chapter.

—Dr. Beak