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They had lost...

After saving the wizard from the alien, shoot said alien out of the Space Donut and join Mr. Stark and to Dr. Strange on some planet and encounter a ragtag group of people with strange abilities... Mad Titan. The last of its kind. Bearer of the Infinity Gems.

Peter Parker was going to school on the bus that day...

Now he saw his new comrades disappear one after the other, and he-

Is coming...

He can still feel it...

He can't help it.

No matter how much he fights... he too will disappear.

Peter felt sick and wanted to throw up. His heart was sinking as he staggered through the rubble toward Mr. Stark. "Mr. Stark? I don't feel very well…" He blurted out. He saw the look of pure despair and horror on Mr. Stark as he stumbled towards him.

"Are you okay." Tony said as calmly as possible, hugging him as tightly as possible.

"I don't know what- I don't know what's going on. I don't-" He fell into his chest, hearing Tony shudder, but he hugged him as tight as he could, and Peter couldn't help himself. He felt many pinpricks... and he cried. It was different when he was young and lost his parents. That was different when he got bitten and then lost Uncle Ben and did nothing...

Those who were closed to him had died.

And he would join them.

"Save me, save me! I don't want to go, I don't want to go, sir, please. Please, I don't want to go. I don't want to go..." He sobbed and felt his legs go weak as Tony lay him down. The older man, Iron Man, leader of the Avengers and their hero, their idol, bloodied and bruised and broken after fighting that monster... he was shedding tears too.

Peter took a deep breath, looking at him... HE couldn't feel his shoulder blades, nor his feet. He saw the loss in Tony's eyes... the desperation and sheer horror he was witnessing...

He saw himself. When he was rocking Uncle Benjamin Parker and... it gave him a look of peace. Was this how Uncle Ben felt when he was dying? Losing a loved one in his arms... now it's come full circle.

Aunt Mae... Ned... Michelle... Mr. Stark...

"I'm very sorry."

He exhaled one last time and felt his entire body go numb. And the darkness took him.

(X)

It was cold and dark there...

And then there was light.

Peter Parker took a deep breath, sitting up and panting. It looked like he had been underwater for ages, his chest rising and falling as he looked around, his vision blurry as he tried to adjust to his surroundings. "Mr. Stark!" He tried to sit up, feeling nothing but the floor as he stumbled and landed on his knees. He gasped, looking down at his hands, then down at his body, still covered in the nanomachine-powered Iron Spider suit. He looked back and forth, his head spinning.

This wasn't the orange-tinged alien world, one of dilapidated ships and buildings and holes. It had blue skies... buildings... the sounds of bustling suburbia. He looked over the edge, realizing he was on top of a skyscraper.

He staggered back, gripping and releasing his fists as he looked down at his hands. Just... what was going on? Peter can see billboards in the distance with unique Asian words, the kind you only see in Chinatown or Little Tokyo. And... a little English.

"Where... am I? No... did I die?" he asked, remembering how death had crept up on him and yet he couldn't escape. Peter tapped his wrist, trying to pull up some communicator. However, he put the helmet back on, the nanomachines sliding over his face as he looked through the Heads Up Display.

Energy Levels=Normal.

Communications=No connection

"No connection...but w-" He was interrupted by the sound of sirens and explosions, making him perk up and look into the distance.

Some... giant nose shark-man thing causing a ruckus. He was bigger than a three-story building!

Peter… didn't know what was going on. He didn't know where he was.

But people were in trouble. He saw the train tracks leading to the commotion...

After all, it was a neighborhood.

He will ask questions.

"Time to be a Friendly Neighborhood Spider-Man."

Peter started shooting towards the giant shark, which is good because it means his web-shooters still work. Other good things, people were happy to see it!

They scream and wave at him as he flies over them. A boy looks up, mouth agape as Peter waves to him. They were speaking in a foreign language.

Another tug on his webs, a twist to the audience, and he lands in a crouch on top of a power line.

Good news, people are rooting for him to show up!

Bad news, Shark Giant sees him. There's no time to think about how he got here when this guy is out of his mind.

"Hey big boy, I know everyone loves to see Shamu, but you're taking cosplay a little too seriously."

Shark Man blinks, only to grit his teeth and slash at the turret. His hand rips through the metal, throwing it over the edge of the bridge.

"Oh wow!" Peter screams.

He fires a line of web, catching it, but boy is this thing heavy! A bang and suddenly there is no weight. Peter looks and there is someone under that huge tower. A guy who could give the Incredible Hulk a run for his money looking for muscle and has a really pronounced chin! He's struggling to keep the turret off the ground, but he looks at Peter. There is surprise, and Peter feels the need to be anywhere but here!

He dives to the side just as the shark man's hand crushes him where he was. Launching himself onto the outstretched arm, Peter scrambles up the arm as the giant shark tries to pull him away. His blow goes wide while Peter dodges by inches.

"Hey, you know you're standing on a train track, people use that to get to work, you know!" Peter says, getting close enough to break his foot against the shark's snot.

He stumbles but catches himself and looks at Peter with anger in his eyes.

"私はあなたがいるバグのようにあなたをつぶすよ!"

"I have no idea what that means, but I'm pretty sure it's not cool." Peter spoke to himself, then saw Asian words appear on the screen and then change to English.

"Classic Kanji translation: I will squash you like the insect you are."

Huh, the suit has a translator, that's cool.

Shark Giant swings, only to roar in frustration as Peter dodges once more. However, his attention is soon drawn to someone who appears to be made of wood. He reaches out and his arms just turn into tree branches!? And they're wrapping Sharkgiant's arm! Peter landed next to the spandex-covered dark lumberjack in wonder.

"Are you made of wood?! That's amazing!" Peter gushes.

The wood guy looks at him

"キッド?"

"Well, more like a teenager re-"

A shark-fisted face interrupts Peter, a long, loud "EAALLLLYYY?!" Sounding. Weightlessness and dizziness fill Peter, and by reflex he throws two lines of web to slow him down. They connect and Peter is able to approach the crowd of people he would like. Most turn away, but one child stares at him with stars in his eyes. A plain face with freckles and a mop of unkempt green hair.

"Hey man, bye man!" Peter screams, pulling against the web and hurling him back into the middle of it.

His flight is perfect, the shark guy is very focused on the wood man. Oh, this is going to be so co-

"Canyon Cannon!" And a huge beige leg, or rather an even bigger giant appeared, hitting the Giant Shark and sending him flying! But Peter couldn't stop his flight towards-

Then, like a fly on a windshield, Peter hit an ass the size of his bedroom. Good news, it wasn't the worst blow, as it was a soft one, nor was the next one landing on his back in pain, his head hitting the pavement. The Iron Spider suit protected the worst, but the feeling of exhaustion from his fight on Titan combined with a concussion was sending him into a nap.

Bad news, when Peter shakes the stars out of his eyes, the muscle-jawed man, the lumber guy, and the biggest woman he's ever seen are looking at him.

"Uhh… hi." He waved, before closing his eyes at the sound of sirens.