Disclaimer: I don't own any of the characters portrayed in this story, they are all the trademarked property of Marvel and as such, I do not intend to make any money off of this, nor do I claim ownership of any part of it.

Summary: Spiderman always saves the day right, well, what if he didn't really succeed this time, what if this time around, Spiderman had to make a bigger choice then ever, what if he had to chose between his life, and the destruction of the city.

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What if:

The End
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Monday morning, July 4, 11.30 PM.

Downtown New York harbor area.

Acting on a tip he had gotten from one of his informants, Spiderman had skipped out on the July Fourth dinner with his aunt and wife, to run around in the dead of night looking for weapon smugglers, and just to add to the fun of it all, his old enemy, Electro.

"Die Insect!"

The insulting command, cliché as it was, were followed by the sound of an automatic firepower clicking as a heavy duty submachine gun were primed to open fire on the blue and red spandex clad hero moving rapidly forward, webbing expertly fired off with supreme accuracy, hitting both the weapon and the attacker precisely.

A punch to the face, with as much strength thrown into as he dared use on an ordinary criminal, Spidey landed in the center of the room, taking in the sight of the four scumbags out cold on the ground, and their classic disguises. "Oh come on, everyone knows the ski masks went out of fashion a decade ago."

Jumping upward as soon as his spider sense started up, the wall crawler smirked as he moved over the flash of metal moving through the spot he had been in, the knife hitting nothing as the thug looked up in shock as he missed, the super hero smirked beneath his mask as he landed with both feet in the face of the last attacker. "Okay, that takes care of the standard guards, leaving only the super villain of the day and his back up goons to deal with."

Moving through the small office space above the standard harbor warehouse, Spiderman reached down for the door handle, and focused as he listen to that buzzing warning to tell him if anyone was right behind the door or not.

Getting nothing, he grinned as he open the door and stepped out to watch the larger crowd of mask wearing, weapons flashing goons below. "Great, only twenty of them left, and just where is" Along with Electro and, hello, his informant hadn't told him that Jack O'Lantern were going to be there.

Ducking low to avoid getting spotted, Spiderman grimaced as he moved slowly forward, aiming to find a good spot to look in on things down below, electro and a group of armed crocks were one thing, Jack O'Lantern added in made it far more dangerous and risky.

Scaling up the side of a wall and up onto the roof, Spiderman made sure to remain inside the shadows as he settle din directly above the scene of the crime, eyes narrowed behind his mask as Jack O'Lantern stepped forward, giving a silent greeting to a rather thin man in a dark suit, the very image of a office slave complete with his briefcase.

The only thing that set him apart from that, were the dark purple face mask, the powerful weapon strapped to his back, and the iron gauntlet on his left hand showed his was no blue collar office slave. "Okay, this is far more then just a gun smuggling operation."

His voice low spoken as his watched yet another figure stepped out from the shadows, a figure that commanded the attention of everyone in the room with his spotless outfit, and made the super hero curse under his breath as one of his greatest enemies revealed his presence in the room.

Doc Ock really looked primed and ready for such a late hour, his name giving metallic tentacle arms giving the added boost in height to stare down at everyone present in the room, yet still, he seed to be far more on edge then normally, which meant that whatever this was, it was one of his big plans. "Gentlemen, I trust you have succeeded in securing the device for me?"

The thing man smirking as he stepped back and waved his gauntlet wearing hand. "Of course we were, Organization Nine always delivers the goods." As he spoke, several of the thugs wheeled forward a large crate, planting it next to the office man and Doc Ock. "However, I suggest you give us a better warning next time, delivering the latest in WMD onto American soil has never been more difficult then now."

Doctor Octopus smirked as he used two of his extra hands to crack open the case, his eyes running across the twin devices inside of it carefully. "I trust no one found out about it at all."

The office man shrugging as he turned around. "From my side of the operation, no. From your side of it, well, that's up to you." Walking back into the shadows, he stopped and shot the three super villains a cold look. "I trust that you made sure that no one knows about this little business trade."

Doctor Octopus opened his mouth to respond in the negative, when webbing of all things suddenly filled his vision, fueling a cry of rage as he lashed out with his arms, knocking back both Electro and Jack O'Lantern harshly, only to gasp a powerful punch ripped into his stomach, knocking him backwards. "Spiderman, how did you find out about this?"

Spiderman merely smirked as he watched Ock struggle to remove the webbing, his arms lashing out blindly in an attempt to get him. "Let's just say, I heard a little spider talking."

Ducking expertly and with a grace most people would kill for, Spiderman watched as Electro joined the fight, electricity flying across the room as the green and yellow lighting bulb roared in anger. "Can't you people wait your turn?"

His question aimed at the thugs ripping their weapons out, as well as Jack and Electro moving in for the kill, his eyes primed mostly on electro, but also on Doc Ock who seemed to have gotten the webbing off his face. "Kill him; kill him now before he ruins everything."

Electro nodding briefly before he started tossing around blots and raw power, frying anything and anyone who got in his way, as one of the thugs found out, his weapons luckily not firing as he screaming in pain.

The office man was clearly in charge of the simple thugs, as he simply snapped his fingers while he stepped backwards, melting into the shadows of the room with a highly trained ease. "Enough, this is their problem, we have received our payment, let the Americans deal with their vigilante problem on their own."

Jack O'Lantern shook his head as he took one jump backwards, landing on his hover craft in one smooth move, while he flung his hand into a purple side bag. "Spiderman, this time around, you'll pay for your crimes against Quentin Beck."

The comment earned a raised eyebrow from Spiderman as he took a quick dive down behind the only protection in the room, the crate holding the weapons themselves.

"Okay, there's only three of them against little old me." Getting ready to emerge again, Spiderman froze as he got a clear look of the device, his scientific mind and old crime fighting adventures having taught him enough to recognize a high wield explosive device when he saw it, most of all, one that were not just normal bombs. "Okay, so this time he's buying highly explosive chemical weapons, why not just steal it as every other mad man seems to do these days."

This short momentary distraction were enough for Electro to try and hit him with greater voltage, hadn't he ducked back down behind the crate in time thanks to his spider sense as the smell of burning wood reached him. "Great, can it get any worse?"

Doc Ock finally free from the webbing chuckled with dignified anger as he joined the fight, his arms flinging out with expert timing, ripping the crate away and exposing Spiderman who stood battle ready. "Electro, Mad Jack, Pin him down and I'll finish him off!"

Sweating heavily, Spiderman frowned as he faced Mad Jack, now remembering him er, her as Maguire Beck, insane and out of control special effects user and harboring a deep grudge against him. "Come on Ock, couldn't you have found better goons then these two bit loser, I kick Electro's butt once a month."

The comment earning him a bolt of electricity from Electro in response, along with a laugh from Mad Jack as she grabbed several round, pumpkin like bombs from his bag. "Oh come on, I thought only Goblins used those things."

Mad Jack merely chuckling as each one were flung right at the spandex wearing hero, each one blowing up a small portion of the floor as she advanced on him. "True, but then again, it's a finders keepers world bug, and I thought it would be a shame to let them go to waste after the Doctor gave them to me."

Ock, laughing in his normal, superior way rose up over them all, the WMD devices held securely in one of his many arms, the other three lifting him up from the ground. "Now, Spiderman, I'm going to end our long time struggle, before using these two devices to bring the city of New York to it's knees, by fueling the already present fear of terrorists attacks to all new heights, I can force them to hand over whatever I demand to save them from more death then they can handle."

Gritting his teeth, Spiderman looked from first Ock, then Mad Jack and Electro, already having formed some half brained scheme in his mind, he jumped off rapidly, sliding under the high voltage super villain as several Pumpkin bombs ripping into the ground behind him, his kicked upwards, hitting Electro in the back, before flipping up to a voice a sneak attack from Octavious, his smirked as he shot off his web, hitting one pumpkin bomb flying at him ,before sending it right at Ock, grinning as he was forced to move his arm to defend himself.

Then his laughed as he moved to avoid a high powered punch from Electro, before hitting his harshly across the jaw, spinning him around and down to the ground out cold. "One down, two to go."

Ducking low, Spidey watched as Mad Jack switched from Pumpkin bombs to a more standard weapon as the fried thug were freed of his sub machine gun, the deranged woman aiming it right at him before spraying the floor with several bullets, not caring that she came closer to hitting Electro then Spiderman.

On the other hand, Doctor Octopus did care as one bullet hit the ground, changed direction and cut right into his lower left arm, earning them all a scream of pain and anger, followed by one crate flying right through the air and into both Mad Jack and Spiderman, the blow knocking out the insane female, but only sending Spiderman for a short ride.

Hissing as he held his right hand over his wound, Ock glared death at them all as he did what he did best, sued his brilliant mind to think out a way to get out this with at least some victory. He had both weapons, he had Spiderman out of the way for a few seconds, and he had a way out.

"You won't mind if I burrow you hovercraft, will you Mad Jack?" The formal voice held no care for her answer as the machine in question were grabbed by him, his feet and one extra arm holding him onto the device while his fourth free one ripped a big enough hole in the roof, sending yet more crud down onto his be hated adversary. "Until the next time Spiderman, I have to go make an attack on Wall Street if you don't mind."

Moving the crates away from him, Spiderman hissed as he watched the hover craft fly away, one arm already moving forward as web fluid shot out to form a line, his eyes narrowed as he took of in hot pursuit.

No way was he going to let Ock do this; there was no way he would let him kill hundreds, if not thousand just to cash in on blackmailing the city.

Clearing the warehouse, Spiderman cursed the lack of tall buildings as he sat off after the super villain on foot, jumping from roof to roof until he reached the first building tall enough to swing from. Several rapid swings taking him closer and closer to the villain, before he finally made that last swing, letting go of the webbing he flew through the air before impacting Ock just right.

"Ock!" The yelled out nickname the only warning he gave before hitting the mad scientist from behind, sending both of them flying forward in free air before rolling across the ground harshly in the middle of fancy high price restaurant, knocking tables around as party goers fled in panic. "Give it up Ock."

The respond coming in the form of a metallic tentacle cutting through the air effortlessly, knocking more tables out of the way as the super villain rose up, his glasses long lost and both weapons laying on the ground behind him. "You, you need to learn to stay out my business."

Rushing forward, all arms struck out in perfect sync, forcing his opponent to dance and wave around to avoid getting hit by the many attacks. "I had planned the first attack to hit Wall Street, to really nail home the message, but you, you have forced my hand."

Reaching back with one arm, he laughed as he picked up one of the devices and held it before him, watching as it lit up and started blinking as the proper code was inputted. "Now however, I think I'll destroy this building and all the masses below."

"Granted, I can only activated the explosive charge, but it should be more then enough for this." lifting back one arm, he laughed as he move to toss the bomb out over the edge and down at the people no doubt having gathered to watch.

His attention focused completely on it, proved to be the one fatal flaw he made this time, as a shot of webbing stuck the first of his arms to the ground, as well as putting him off guard enough for a plate of spaghetti on the ground to send him of balance.

Spiderman, a hero to most of the citizens, the one who were always ready to defended the city of New York from everything from common vandals, to the super powered scum hell-bent of doing their worst, jumped into action, ready to save the day once more.

Yet even this mighty hero, can't always win as the city learned on this day.

Moving in to finish the fight, he stopped as the first of the bombs flew through the air, the plain looking device lit up with a flashing lamp told him everything as he jumped off the ground, webbing the bomb and pulled it down towards him in one go, left him wide open to a last ditch attack from Ock, who grabbed him in mid air, sending the red and blue clad hero spinning backwards as Ock ripped him over his head.

The solid concrete railing of the roof top restaurant meeting the hero chest first as he pressed into it, his rips no doubt breaking from the force of it, he knew certainly that all the air rushed out of his lungs as he fell backwards, the web strand released from his hands as he felt Ock's arm push him forward again, his rips protesting as he was roughly hammered into the concrete again.

Laughing as he pressed harder, Otto Octavious suddenly changed plans as he tore Spiderman towards him, one metallic arm holding the hero firmly before him, the gasping sound from the hero giving him the dark thought that caused him to chuckle in delight.

His normal hands fit in nicely around the throat of the man before him, all of his natural strength put to use as he squeezed for all he worth, a derange look on his face. "A fitting end for you Spiderman, choked to death like a simple human, finally, your luck has run out, as I, your greatest enemy eradicate your from my existence, how I love it, and once I'm done, I'll rip your mask off, to see the true face of the one to ruin so much."

His rant cut off as Spiderman gasped and wiggled his left hand, finger pointing towards something, the movement normally not enough to even earn a notice, but this time, Otto felt a chill as something flashed through his mind, his head turning even as he released his hold on Spiderman's throat, the device lay just a few feet away from his current location, behind the thick glass table holding the Fourth of July buffet and eating utensils.

Then everything went wrong, as a massive fireball lighted up the roof, overpowering any sound from the mad man and the super hero as a shower of high velocity glass shards ripped into both of them, the shockwave adding in as both of them were thrown clear of the building, Spiderman going straight into the concrete railing of the building, Doc Ock, not having the same luck, were thrown over the side of it.

His scream filling the air for several seconds as Spiderman lay bleeding, gasping and hurting on the ground, cold setting along with the cold he had felt when losing too much blood before. "MJ, Aunt May."

Reaching down, the young hero struggled to sit up, but failed as his arm gave out, fresh pain greeting him as he took a deep breath to refill his lungs, only to choke as smoke from the starting fire greeted him. "I'm...… so sorry."

"I...… won't...… make..."

Silence filled the roof top as the hero took one last gasping breath, before giving in to the loss of blood, the cold fading along with everything else.

The last thought he had there on the roof top, were at least a comforting one, as he knew he had stopped Ock from carrying out his plan, his last act had been true to Uncle Ben's word.

With great powers, came great responsibility.

TBC: A dark day.

AN: Grim, dark and cruel. Yes, Spidey's is dead, and is Ock. The whole thing born from an idea I had when I read a fanfic where Spidey accused the Fantastic Four of not doing their part to deal with the cities problems, but rather focused on the big fries instead of also looking out for the small ones.

My thought were this, how would the city of New York, the Avengers, the FF and all the other heroes deal with the fact that Spiderman is gone. Leaving them to deal with such nutcases as the Green Goblin, Venom and Carnage, Electro and the rest of Spidey's enemies, now that they are the ones up front to stop these super villains.

And sorry to all you Gobby fans, but Ock got the job done this time around.