So we are almost at a year now since I started this story and it has been an amazing thrill ride. I would like to thank the many of you who have made this story a great joy to work on and would like to promise more to come. Before you continue I recommend you go back and reread CH 17 as it has been extended in order to make for a better transition between it and chapter 18. Again sorry for the late updates and hope all of you enjoy this chapter.

Dissclaimer: I don't own Ultimate Spider-Man

Chapter 19: Mind Games part 4: The Betrayal

It had been twenty four hours since she had last seen Peter and she was currently doing what she had been doing before that, digging. She was already well into another section of gaps in the collapsed ruble of the E1 news building, when caught between the thought of how small this space was that she was currently squeezing herself through when it occurred to her. S.H.I.E.L.D was one of the most technologically advanced agencies on the planet and here she was randomly digging through debris hoping she got lucky.

She could feel the tight spaces closing in around her, the weight of everything pressing around her, threatening to crush her like a bug. Air entered her lungs forcefully as if she had to fight the small vacuum she was in but took relish of the light at the end of this long narrow tunnel.

She finally made it through the vast expanse, taking a deep breath as she finally made it to the other side. The world seamed too bright and unreal just for a moment as her eyes adjusted to her new surroundings.

She coughed slightly dust coming off of her costume in a cloud as she waltzed into the open. She had not seen this much destruction ever in her life. The bundles of rubble stacked fragilely atop each other, busted pieces of rebar poking out jaggedly amongst the ruin.

She knew where she was going, knew exactly what she needed to do.

…

Peter lay on a comfortable fabric sofa and despite that this chair was made of a similar fabric to wool, quite enjoyed the softness of it. He watched as the people moved slowly and often contradictory, erratic. One man was lying on the floor screaming as he tried to drown out the noise as Peter flipped through the channels.

"Today congress votes on the New Saint's amendment that will unsure such tragedies…"

He kept moving through the channels as he yelled at the patient, "my TV time ends in two hours," Peter yelled at the man on the floor. "And if I miss Dora the Explorer because you want to keep whining, I will hit you!"

The man stopped for a moment and stared at him briefly before sticking his tongue out at Peter and continued his cries.

Peter waited for a minute, slowly massaging small circles on his temple as he slumped into the small sofa as he contemplated how humorous it was that he had been less stressed when he was considered insane as the man's screams died down.

He thumbed the channel again hitting another news station.

"Rest assured that the amendment will in no way affect the rights of those born with genetic mutation, only those that have been altered due to genetic tampering…"

Peter rolled his eyes while groaning, "God why is there never anything on but news when I have TV time."

"In fact a draft of the bill seems to only affect those that were subjected to tampering by corporate bodies."

Peter froze for a moment, his entire body going rigid as he drew in a deep intake of breath.

"Oh my god…," he said unable to pull his eyes away. "YOU GUYS HAVE MOUSE TRAP!" Peter ran over and made his way to the board game at the activity table ignoring the television completely.

"Oh man I've always wanted to play this but I never had enough money to buy it," he said looking at the small game board. "And even when I was at a friend's house that had it, they didn't have all the pieces!"

He rushed over and began playing loosing himself too joy he hadn't felt in a long time.

Dr. Gaines rested against a wall watching as Peter played some game involving mice and blocks of cheese and couldn't help but smile. He was an odd one she would give him that but there was something about him something that made everything seem brighter. She wished the best for him but knew things were going to get bad real soon, they had to, whether she liked it or not.

…

She knew what she was doing. Even if it was against the rules, he was worth it; they both were, whether she admitted it out loud or not. Her fingers moved rhythmically as they danced across the keyboard, ignoring the two unconscious bodies beside her.

'He needs this,' she told herself as she continued to punch in numbers into the S.H.I.E.L.D. database.

She watched as the computer responded very slowly and wondered for a second why it was called a super computer. Then again she was trying to hack into a satellite and triangulate a single cell phone that was probably buried under ten feet of concrete. She stopped for a second that thought holding in her mind. She thought that MJ was buried but was somehow still alive, against all odds and what was odder to her still was she was certain of it. It wasn't just that she believed it because Peter did but that the way that all this happened rubbed her the wrong way. Even when he father had been had been dying she had found him and even had enough time to swear to him that she would protect the amulet.

And now here she was questioning everything. This wasn't good. Peter is locked up in the looney bin and she needed to be the sane rational one right now.

She continued typing names into the computer, two names. Indira Damonji and Rebeca Chang, both names belonging to people that Mary Jane had told her about. Neither came up with anything. This and bothered her greatly. S.H.I.E.L.D. was supposed to be one of the greatest intelligence agencies on the planet and they didn't even have info on two reporters.

"Not available," the computer retorted the monotonous voice driving her over the edge. Something was wrong,' Ava told herself as she stared at the vacant screen and she was going to get to the bottom of this.

She typed in Peter's name and pressed enter.

The machine hummed slightly as it drew a list from its database. Her finger hovered over the newest entry.

"

"Executive order has here by ordered the destruction of mutations do to genetic tampering by corporate entities."

She slowly scrolled down the list her eyes growing wider and wider as she processed each name. They all had two things in common, they had all gained their abilities through genetic tampering by corporate entities the other was that they were all dead, all but one. A man who was currently locked up in Raven croft institute, a man who was closer to her than anyone else. There was a name near his that made her shudder, Spider Slayers.

She moved quickly from the room, closing the doors behind her as she tried to steady her breath. Her heart pounded in her chest as she tried to maintain her composure.

"Miss Ayala," Ava heard behind her.

She turned to see two armed S.H.I.E.L.D. agents make their way towards. "Director Fury would like to see you."

Ava followed the men and felt unease wash over her as she took note of how the men staggered around her one to the front and one to the back surrounding her on both sides. She knew what was coming, knew what needed to be done. Her breath slowed as they entered the small elevator. She could feel their tension

They were close to her, closer than she would have liked. It made this next part tricky.

She spun around either hand rolling across the rifle in the man's hand and landed a large punch to his jaw as she guided the gun towards her next target, the heavy set man in front of her. The round exploded out of the chamber burying itself into the man's leg before he could turn around. She finished him off with a swift kick to the back of the head that sent his body crashing into the wall and slumping to the floor.

Ava looked back at the owner of the weapon a small smile on her face as she leveled another strong punch at the dazed man's temple, knocking him out cold.

"We'll be taking a detour," Ava said thumbing the button for the landing strip. She stood there in the center of the elevator both bodies on the ground around her as she hummed silently along to the music playing in the elevator.

The elevator chimed as it reached the destination the small doors pulling open revealing a large S.H.I.E.L.D. squad. Each member had their guns drawn and at the ready.

"Surrender now White Tiger!"

Ava froze for a moment taking in the entirety of her surroundings. She could see everything; a man on the left favored his right leg like he had an old injury to the other, the guy in center whose arm jiggled slightly showing he was a newer recruit. She knew instantly what she needed to do in order to come out on top.

She rolled forward towards the rookie, bullets just barely missing her as shifted her weight to her hands and propelling upward and leveled a firm double kick to one guards face. She continued spinning as quickly as she could and swept a large number of the agents off their feet.

Each attack wasn't its own individual move it was part of a greater plan. Every strike was to build momentum, to increase her speed and power as she chained her movements together as if they had been choreographed. She shifted on her hands, pushing off with as much force as she could that sent her flipping and spinning as rapidly through the air as she could towards her final target. She landed on the ground delivering a vicious haymaker that sent the man flying across the room.

She quickly moved not taking the time her body needed to catch her breath, only one thought running through her mind as she ignored her body's demands for rest, that she get to Peter before anything happened.

She ran into one of the S.H.I.E.L.D. transport ships, quickly flipping each switch causing the engines to roar to life. She seized each handle guiding the ship up into the air and off the carrier but she wasn't done just yet. She shifted the plane around leveling the short range guns at the planes still parked inside the hanger. She squeezed the triggers the plane humming silently as each vehicle exploded into nothing more than flaming husks of their former selves.

'That takes care of enemy opposition,' she told herself as she forced the plane away, pushing the thrusters to the max as she flew towards her destination. She would reach him she told herself repeatedly as she drove nearer towards her destination.

…

She escaped sir," a man said as he entered the room. We believe she is heading to warn him.

The man leaned forward resting his hands on the railing before him. He one eyed gaze looking out towards the escaping ship.

"Activate the spider slayers."

…

Ava leaped from the machine and landed on to the hard floor of the parking lot. She didn't have time to waste. She rushed forward throwing the doors open as she made her way through the entrance of the psychiatric hospital. The guard was the first to move, making his way across the lobby Ava met him with a firm and decisive kick that knocked him from his feet and onto his back, knocking him out cold."

"What are you doing," Dr. Gaines shouted as she rushed through the door.

"We need to get Peter out of here," Ava shouted. "Now! They are coming for him!"

Dr. Gaines didn't wait. She had known she had held a high risk target in her care for months now. He was Spider-Man. Plenty of villains wanted him dead and if they had found out who he really was, knew they would come for him. "This way," she shouted rushing down the halls, Ava close behind her. She turned to the door on her left and stopped.

"He wasn't adjusting well his delusions were coming back…," She said.

Ava rushed forward he hand seizing the woman by the throat and pushing her up against the door. "If you don't open the door right now and stop wasting my time I'll just knock you out and take the keys myself. I don't have time to waste. They are coming for him."

Dr. Gaines nodded slightly and was lowered to the floor.

"Now open the door."

…

Peter wanted to yell he really did as he tried his best to ignore the echoing sound of his own voice echoing of the walls. He hated this feeling he was becoming more and more used to, this weakness.

The door in front of him opened and he watched as Dr. Gaines entered followed by a guest.

"Ava you're here," he said with a small smile. "How's the search going?"

Ava moved towards Peter.

"It's time to get out of here," She said unlatching the straps tightly bound to his chest.

"He won't make it out of here," Doctor Gaines yelled grabbing the boy and yanking him from the bed and dragging him out of the room. "Not like this."

She followed the woman, moving as quickly as she could as she helped to pull Peter across the asylum.

Peter began to slowly become more and more aware of his surroundings, the way the indentions between each tile dug into his back as he was drawn across the old and rustic floor. He measured out how far he was going, counting out how many divets he felt bounce against his rear. It all stopped though as he was hoisted onto a gurney.

"He needs a boost," the dark haired woman said as she began digging though the cabinets. "Just lay him down on the table." She pulled out a large syringe and jabbed it deep in to a small jar. She pulled the handle back drawing the liquid into the chamber.

"You might feel a slight pinch," She said plunging it down on his chest as she drove the handle in.

Peter let out a loud scream. "WHOA," he said his heart pounding like a jackhammer. He looked down at his chest the syringe still sticking out of him. He slowly pulled it out of his body, and marveled at the length of the needle. "Jeez Doc, could you have picked a bigger needle?"

"How are you feeling?"

Peter placed his hand on the corner of the table and flexed slightly as it slowly gave way and bent. "Better," he said with a small smile.

Dr. Gaines returned the smile as began digging through the patience files along the wall till she came on a Parker, Peter.

She dumped the box out amongst her table, the two small devices and the costume scattered out before her. "I think you will need these."

Peter looked at the costume before him, the two giant eye pieces staring up at him. He picked the material up but stopped. The threads and the material, it all felt wrong and heavy. For over two years now, this mask had been a part of him. There we're even brief moments when it felt like the person he really was but now, when he needed it most he couldn't help feeling it was all wrong. The mask dropped to the floor, slipping through his weak grasp.

They heard the large crash in the halls just outside the door forcing them to turn their heads towards the loud noise.

"It's here," she repeated to the woman behind her as she shoved the web shooters in his face. "I'll hold them off just get Peter out of here," she said drawing familiarity from his name as she waltzed forward her hands spread out as she stared down the giant machine and did her best to slow their progression.

Ava didn't question it for a moment, grabbing Peter's arm and racing down the hall and out the door. Bullets followed her and her boyfriend as they ran. One tiny piece of metal plunged through her thigh forcing a loud yell from her lips.

"ARGH!"

Peter heard the roar from Ava's lips as he pulled her closer to him. He felt panic rise inside of him and then rage threatening to drive him to destroy the cause of her anguish but stuffed the feelings down and worked his way out of the hospital.

Peter burst through the doors ignoring the destruction behind him as her rushed out into the street. He froze when he heard the loud roar of engines as two machines landed on either side of him. He steadied his stance, Ava held tightly against his chest. He could fell his heart pound into his chest as he waited trying to feel out his surroundings. It wasn't working.

The third machine left, exiting through the asylum and cutting off his path. He stood with Ava in his arms waiting for his chance to make a move. At first he felt it, the small rumbling in his feet and couldn't help but smile as the sensation slowly grow till he could feel it shaking through his entire being.

A small smirk grew on his face as he shot out a line out towards the passing train. The thin connection sent him flying across the air as he leveled on firm tug that sent him soaring to the top of the traveling train.

The wind rushed past him as he ran with Ava in his arms. He could feel the blood rushing from Ava's leg and dripping threw his fingers and knew it would need to be treated now. He sat her down and examined the small wound.

"What are you doing? They are going to catch up to us," Ava yelled over the rushing train.

"Its fine, they'll catch up to us anyways. The train will buy us time to rest and I'd rather be ready for a fight," he said checking her leg over. He saw how deep the wound was and that the bullet had imbedded itself within her bone. He'd have to pull it out. "Ava this is going to hurt," he told her his serious gaze locking on to hers and spoke.

Peter plunged his pinky into the wound. He watched as Ava gritted her teeth and closed his eyes ignoring the suppressed groans from her clenched teeth.

Peter could feel the bullet and concentrated on the area as he forced the bullet from its resting place.

She wanted to cry but forced herself not too as Peter flexed his finger and flicked the small bullet to the side.

"I need your web shooters," Peter said with a small frown.

She gave him a nod and pulled them off her wrist. "What are you doing," she asked.

He pulled the small capsule full of chemicals from the device and pushed it to her leg.

"Sealing your wounds," he stated flexing is thumb and forefinger. The compound fused creating a violent reaction that expanded and sealed the wound instantly.

Ava rolled her eyes. "If I get some kind of chemical poisoning from this I'm going to be pissed."

"Trust me," Peter said with a small smile. "You won't get sick from this. When I first made the web shooters they were actually a first aid dispenser. I needed something that could seal a wound and not pose a biological threat to the body," Peter said looking out vacantly towards the horizon. "When I got the mixture right I was met with a surprise. The mixture of chemicals created a reaction that propelled the resultant to great distances."

"So in other words you made web shooters on accident."

"Yeah pretty much," Peter said with a small shrug. Ava flexed her leg slightly and felt no pain. "Good job," she said but stopped and looked at the second capsule in his hand. "You know you don't need that right?"

"No, I do…"

Ava felt the capsule combust against her skin sticking her to the train's surface. She laid there stunned unable to move. "Peter… Why," she asked confusion and emotional weighing heavy on her face.

He couldn't bring himself to look at her. "I can't lose you Ava. I've never been able to protect anyone close to me, not my family, not my uncle, not even Mary Jane but I'm not going to lose you. I refuse to let that happen."

He kneeled down on one knee and brought a hand to her face. "They're called "Spider Slayers" for a reason. They are tracking me and only me." he looked deep in her eyes his emotions all resonating with hers. "I know you'll kill me for this later but I have to do this on my own," Peter said as he stood up leaving her there as he neared the edge of the train. "I love you, Ava," Peter said before letting his body tilt slowly from the edge of the train.

"NOOOOO! NO! NO! NO," she screamed as she squirmed against the webbing trying desperately to break free from her bonds. This couldn't be happening. "YOU BASTARD," she yelled tears running down her face. She wouldn't give up she'd break free and catch up to him. She had to but the webbing held taught resisting her need to stay by his side.

…

Peter could feel the wind rushing around him as he fell towards the city streets. He couldn't see any way around it. He had to do this alone. That moment when Ava had been shot had been the most terrifying for him and he had felt a deep rage rising up inside of him. He couldn't bear the thought of losing another person he cared about but what bothered him most was he knew if it was Ava who died, he would never be the same again. That fear of losing control, becoming someone else drove him to this decision.

He quickly shot out a web, the force whipping him forward and sending him flying. He flew through the city like a blur putting as much distance between him and Ava as possible.

He could hear the loud roar of the engine, signaling that his enemy was near. He tried briefly to feel them out trying to cast out his spider sense but he got nothing. It still wasn't working.

'Guess we get to do this the old fashioned way,' Peter thought as he futilely tried to increase his speed and get the fight out of the city but dropped to the streets below, sliding to a complete stop. They lowered down around him, three giant mechs each toting a small high caliber cannon.

"Wow that is a big gun," he said slowly waltzing forward. "Are you sure you are after the right guy?

The machines hummed to life as bullets propelled themselves from the launcher, forcing Peter to rely on his most base instinct and reflexes as he dodged the incoming fire. It had been almost two years since he had felt like this.

It was hard to describe to the average person. The way it felt to be aware of everything around you. He'd imagined that it was what it felt like to be a psychic, to be able to feel and touch of people's minds and how strange it would be to lose that sense as if it was a part of you as the sense of touch.

It had been so long since he had to fight like this reminding him of a time where he had been without the most basic understanding of his spider-sense but here he was now, naked without it.

He rolled forward seizing a manhole from the ground a sticking it out in front of him to halt the barrage of rounds coming at him. Two inches of iron was important especially when a machine designed specifically to kill you was in front of you and knew that you were neither quick enough nor strong enough to dodge each specific round.

He fired his web out connecting with the small piece of iron spinning in a full circle till the disk connected with the machine burry itself half way into its body but not before a single round exploded into his arm. He didn't wait for the explosion as he shifted his weight forward dislodging the disc from its resting place and into the nearest enemy he could lock his gaze with.

The manhole rushed forward like a yoyo connecting with the target and rupturing the core inside of it.

The machine stumbled back exploding outward as Peter prayed that no one was inside of it.

He looked around at the carnage the buildings falling from the newly found damage and knew one thing; he had to get out of the city and away from innocent people. He shot out a web propelling him as far away as he could. .

He had to get away from civilians he knew that driving himself straight towards ground zero, the place where had failed to find Mary Jane.

He could hear the roar of the machine behind him as he whipped and pulled on each line as fast as he could, ignoring the pain in his left arm.

The machine launched forward slamming into him, seizing him in its vice like grip pushing the large cannon closer and closer to his face.

He could feel the wind kick against his body as each round was fired into the ground as the barrel drew closer and closer to his face. Peter pushed his feet towards the barrel fighting back with all his might as he let out a deep roar. He already knew he wasn't strong enough to stop the barrels progression, didn't have the strength but his mind wandered to those who needed him, Ava, Aunt May, and even Mary Jane. Even after all this some part of him still believed she was out there.

He let out a loud roar as his muscles pushed past their limits the machine's joints snapping and cracking under the stress.

He leapt behind the large machine breaking free from its weak grasp as he seized its head in both hands. He pulled with everything he had, the pale white clothing he had picked up from the asylum tearing under the strain. He let out a yell throwing everything he had into this one pull as he could feel the small jerks and shakes as the cables connecting the machines head to its body snap.

He held it in his hand looking down as the small light dimmed till there was no power running through it at all. He took in a deep breath the blood oozing from his shoulder as he tossed the piece of junk to the side.

Peter gripped his arm tightly, the deadened limb hanging limply to the side a steady stream of blood oozing between his fingers and onto the asphalt bellow

His body ached with each step he took, reminding him painfully that he was alive and that he could look forward to a far worse ass kicking from his girlfriend. The last part made him groan as he continued to slowly shuffle down the street. That's when he heard it, a roar like thunder.

He felt the world slowly begin to shift around him as he stumbled forward. His gaze slowly drifted to the ground as rain drops continued to fall causing small ripples in the water around him. It was only then that he noticed the small swirls of crimson slowly diluting into the water. His hand carries forward to the hollow ache in his chest, forcing a groan from his gritted teeth as his fingers began to rub against the sticky fluid leaving his body.

'Was this really happening right now,' he asked himself before he stumbled, his shoulder hitting against the brick wall in front of him as he rolled to his back and gazed out at the small shops before him. He knew where he was. It was where his life had changed so many years ago. Even now amongst the destruction he could still see exactly where his uncle died. So lost in his thoughts he didn't even notice the small flash before him as another round was propelled into his chest.

Peter's gaze slowly drifted meeting with the figure in the shadow. It slowly stepped into the light and Peter couldn't help but smile slightly.

"Figures you would be the one to kill me," Peter wheezed out as he his lungs began to slowly fill with blood. "By the way, get a refund on your Spider slayers. They fail to impress."

Peter watched as Fury leveled the gun towards him his eye never leaving contact with Peter's as he fired three more rounds each muffled by the silencer on the end.

He could feel it now, everything leaving his body, the will to fight draining from him just like the blood that was now forming a small pool around him. His back dragged against the wall leaving a large red smear as he slumped to the floor, his eyes beginning to droop. He wanted to get up, to fight back but he was just so tired now, too tired.

Peter Parker took in one last deep breath despite the protest from his now fluid filled lungs, his eyes slowly closing as he let it all out, and the last minute bit of energy he had left.

…

Ava had finally freed herself from the webbing leaping from building to building as she drew closer to his scent but stopped his stench came through constantly forcing her to make a small circle as she followed the smell. Ava froze looking down at the ground below her. Her eyes saw what her mind refused to process. She continued to repeat in her head that this couldn't be happening as she landed on the asphalt and slowly began to walk towards Peter's slumped over form.

The whole world was silent. She could only hear the soft pitter patter of rain mixed with the sound of his heart as it slowly decreased in rate.

"No… Not again…"

She dropped to her knees

"No…No! NO! NO," she sniffled out. "You can't do this to me! Not you Too!"

Her hands ran across either side of his face pulling his vacant and hollow stare towards her. His once vibrant eyes were now cold and soulless.

"You said you'd always be there! You, you can't be dead!"

Streaks of tears ran from her eyes as sat there clutching his lifeless body close to hers as she shut her eyes and let out a loud roar.

She sat there crying slowly cradling his lifeless corpse tightly against her as she felt the pain slowly grow till it ruptured through her being creating nothing but a black empty hole at the pit of her heart as it slowly expanded sucking in everything, leaving nothing but her slowly growing anger. She took one whiff of the air. She could smell the powder emitted from the gun that had killed her lover and something else. A person, someone she knew. Her cold eyes shot open as she realized who had done this.

"FURY," she whispered out in a low growl as she stood up. "That BASTARD…"

"I'll find him Peter," she promised the body before her. "I'll find him and I'll kill him…I'll kill them all… everyone responsible…"

She swore pulling herself tightly against his body as a single and final tear ran down her face.

…

"Good. She's ready," a figure said unnoticed in the darkness.

Lightning flashed in the sky piercing the shadows. Two amethyst eyes shown briefly as her short black hair flowed gently in the wind. For this woman the world slowly began to fade into nothing as she slowly opened her eyes.

Before her were the two children, each tied down to a chair and both had been the cause of a majority of problems for her and her partners lately.

"Is it done," a gravelly voice asked behind her.

"Just the girl," she responded a small bead of sweat rolling down the side of her brow as she looked at the boy before her. His head slumped forward the short blonde hair he had almost seemed strange but she knew it was an illusion. "The boy's mind was fighting the programming the whole time so he had to be removed from the dream. Good thing is it gave "Vanessa" all the motivation she needed. She believes it all."

"As if they could have ever gotten the best of me…"

The woman stood up slowly turning around and stared at the cold and almost unnatural looking blue eyes of her friend. Under the small lamp lighting the room his pale chalky like skin almost seemed to glow.

"No offense Tombstone but your face was purple when I got up there. Those "kids" had you. If I hadn't made it to the roof they really would have knocked you out."

"Fine," he grumbled. "Is the boy going to be a problem?"

She looked back at the boys still form. "No," she responded. "His mind was shattered when he died. He won't be waking up anytime soon."

"Good… Then we proceed according to plan."

…

Ok so Ava and Peter never made it out of Florida. That's why Storm and Logan didn't show up. I know I'm evil and to those of you who knew where I was going with this arc congratulations. It was something that I had been playing around with for some time but defiantly took a lot of work to do. I'm sorry for delays but it was hard to restrict the view points of the story to just those directly involved in the dream. My updates should return to normal soon. Also there is a poll on my profile and I would hope that all of you would vote.

X-23 is a character I have wanted to add for some time and she will come but I want to know from you, the reader what you would prefer. Do you want an X-23 with bone or adimantium claws? Now I know adimantium claws are awesome but I believe after X-men days of future past we can all see the benefits of bone claws, so vote now. I really would like to see your choices. Also there is another poll I'm adding. It is about what pairing you would wish to see. I have added quite a few choices and you are free to pick three. While I will not be modifying this story per say to your votes it does give me an idea of where my next story will focus on. The polls are located on my profile so please vote now and as always review. I do love reading them.

D Wire,