[ Sanctum Sanctorum ]

"What do you plan on doing with the cube, Parker?" Strange questioned, circling around MJ and Peter.

"Um..." Peter shrugged, "Nothing in particular."

The atmosphere was clearly tense. Ned was standing back, making sure he was out of range from what was about to happen. Peter protected MJ, shielding her with himself. It was obvious that Peter himself was shaking.

"Nothing in particular?" Strange repeated, laughing. "Then what's with the suit?"

"Uh, well, you know Halloween is coming up, Mr. Strange."

"A wanted criminal is dressing up to Halloween after being specifically told by the Sorcerer Supreme to stay inside the Sanctum. Is that right?"

"Well, technically we're inside, aren't we?" Peter nervously chuckled.

Strange's face became serious. "Don't try to smartass me, Parker. What are you doing with the cube?"

"I know what you're doing with the prisoners." Peter also became serious, putting his bold tone on.

"Then you should know why I'm doing this."

"No! No..." Peter shook his head. "Doing this for personal glory? What happened to protecting the Multiverse? Did saving the universe from Thanos mean nothing to you?"

Strange stepped back, confused. "Pardon me?"

"I'm not letting you do this, sir."

"Peter, I'm—"

In an act of defiance, Peter shot a web at Strange's mouth—effectively muting him. Peter grabbed MJ's arm and guided her to the side, making sure she was going to be safe.

"PETER! ARE YOU CRAZY?!" MJ scolded the Spider-Man as she was pushed to the side.

For Peter, he ignored her remarks. "Stay there, stay safe! Bye, love 'ya!"

"PETER!"

Peter got back on front of Strange, shooting a web on his cloak and pulling himself towards him. Suddenly, the cloak snapped the web and left Peter rolling on the floor. Strange had removed the web and began enchanting with his arms.

"I don't know what you're doing, Parker, but this will end!"

Peter got up just in time before Strange could began enchanting him. Unfortunately, the cloak blocked both shots that would have landed on Strange, as he unloaded an explosion spell onto Peter.

"WOAHHH~!"

Peter collided with the spinning altar, dropping the cube in the process. As he tried to stand up from the blow, it caught his attention. He grabbed it using a web and turned around to face Strange.

"I will open this." He threatened, placing his two hands on either side.

"Try me, bitch."

Strange summoned a portal below Peter and in turn, he fell threw it like a spider through a water sprout.

"AAAAAAAAAHHH—"

...

"—HHHHHHHHHHHH!"

Landing flat on his face, Peter stood up and scanned his surroundings. He was no longer surrounded by the walls of the Sanctum Sanctorum, but he was on the busy lane of Bleecker Street. Luckily for him, there were barely any people passing by. It was a quiet day, no one on a rush or taking it too quickly.

—And then, he realized he still had the cube.

"Oh crap," Peter caught his breath, "I got to get this to him."

"To who?"

—Being jump-scared easily, Peter looked behind and saw the menacing figure of Strange. Before he could react, Strange set a punch to his body that sent shockwaves through it.

"—What?!!!" Peter's floating figure began freaking out, trying to touch his chest but to no avail as it fazed right through. "Mr. Strange?!"

Strange sighed, relieved that his opponent was now in a Astral state.

"You idiot." He remarked at Peter, taking the cube from him. "Do you really know what you're doing? Taking this cube from the Sanctum? You know, I would kill you right now and Wong wouldn't even bat an eye!"

"Why—why is my body there?!" Peter ignored Strange and pointed to the Spider-Man suit that began to fall on the floor.

"Just tell me, why you're really doing this? This is unlike you. You usually still listen to what I have to say and you've thrown it out the door."

"Of course I would when there are heroes that are trapped in that box!"

"Heroes? Trapped in here?" Strange raised it to Peter and he nodded. "What are you... who told you that?"

"Norman Osborn."

"—HIM?!" Strange face turned into a panic like nothing before. "Where is he?"

"I'm not telling you." Peter arrogantly said.

"Peter..." His face was practically scolding him now. "You need to stay out of this. You should not be here. You should get out!"

"—OUT, ARE WE?!"

—In an instant, Strange dropped the cube and performed a shield spell but it was too late. A bomb exploded in front of him, sending him flying as his body connected with the cement wall.

As Strange fell unconscious, Peter's body returned to his solid form. He was shocked, wiggling his body around on the form. As he continued experimenting whether he had returned, Osborn landed beside him and offered a hand.

"Come on, Peter. No time to waste!" He helped him up and Peter dusted some road dirt on his suit. "Are you alright?"

"I'm—I'm fine, Mr. Osborn, thanks." He nodded, feeling himself better. "What's the plan?"

"The cube!" He pointed at the lying object.

"PARKER!" Strange shouted, getting on his feet.

Peter grabbed the cube and tossed it to Osborn who became amazed at the fact, "Take it, I'll hold him off!"

"You really are a hero, Spider-Man!" Getting on a glider, Osborn began to get away with the cube.

In a sudden change of events, the entire world around them turned into glass. Looking behind, Peter saw Strange conjuring a spell so strong that it contained only the three of them along with Osborn.

"What the—?!" Osborn paused, turning around to Strange. It looked like they were trapped, now playing by his rules. "Damn you!" He continued his getaway while trying to pry open the box.

Strange began a chase, using his cloak to fly him to Osborn. Peter, who had been stunned by the mysterious glass dimension they were in, joined in the chase.

Osborn was quick on his glider, getting farther away from Strange. Seeing that one of the Multiverse's most dangerous packages were with him, he had to use one of his master's old techniques—transforming the Mirror Dimension using the Dark Dimension.

As Osborn was more agile at dodging objects, he separated the buildings apart from each other, creating an open lane to speed up. To make him even faster, Strange made a large hole in the direction that Osborn was going to, making him have to make a hard decision.

Strange was catching up; his hand could barely touch the back of Osborn's suit. Just before he could grab the cube back—

—THWIP.

Peter pulled Strange's hand back and used it for himself to create a form of momentum to get him farther from him. As Strange recovered, Peter jumped off the side of the building and into the falling Central Park.

"MR. OSBORN!" Peter began screaming, noticing that they were entering a free fall. The buildings were too far for him to reach, so there was essentially no where for him to go to.

"HOLD ON, PETER!" Osborn assured, focusing on the cube's contents.

When Strange had gotten closer, he noticed Peter's increasing speed. He cursed, making him have to create a soft bed to soften the fall.

He created a bed full of Mirror Dimension components, trying to keep Peter from falling to his death. As he approached it, it—

—BROKE.

"AHHHHHHHH—"

"DAMMIT! PETER!"

Realizing that the fall would be too harsh for Peter, he had no choice but to create a new setting. Closing in the massive hole quickly, Osborn was bound to crash into it; even if he slowed down. Before they entered the new location, he created another bed for Peter to fall through.

Osborn fell right onto the ongoing train, dropping the cube in the process. For Peter, he softly fell through the Mirror Bed and onto one of the carts of the train. When he looked around, they were in a completely place from where they once were.

"Mr. Osborn," Peter crawled his way into the waling man. He sat down, turning his head to Peter. "You still got it?"

"Ye—yes." He was clearly dazed, but still functional. He noticed that they were now in a canyon, riding a New York subway train. "Where the hell are we?!"

"I'm wondering the same thing, sir." Peter stopped, hearing the sound of thudding as someone landed near them. "But I have a pretty good idea who."

Strange dusted off the rocks of the canyon, readying two spells at hand. "Have you had enough? I think the both of you had enough."

"Not nearly, Mr. Strange." Peter's tone had changed. "I'm not giving up."

"Well then," Strange pumped his fists twice and got into a stance, preparing for a battle. "It's time to test your Avenger ability, doesn't it, Peter?"

"THE CUBE!" Osborn mentioned, looking to a already-falling item that was vibrating on the train's cart.

It caught the attention of both Peter and Strange. By instinct, Strange created a portal just below the falling spot of the cube—making sure it would fall there. Peter shot a web at it and brought it to Osborn, who had stood up.

"You're making a big mistake, Peter!" Strange warned, conjuring a spell.

"The big mistake was you not paying attention!" Osborn laughed, gesturing a command on his hand.

His glider, which was behind Strange, shot bullets at the Sorcerer Supreme who was still creating spells. The cloak effectively blocked it. As Strange continued his sorcery, he leaned to the cloak.

"Keep the green one busy." He ordered, which the cloak obliged.

As Osborn rushed at Strange, the cloak tackled him off the train—along with the cube. Before Peter could panic, the glider followed while catching the cube.

—Now, it was just Peter and Strange.

Peter took the first punch, shooting two webs at Strange's hands and pulling it. Being disturbed, Strange created multiple arms that began conjuring the same spell.

"WHAT TH—"

They separated, creating three other Stranges that circled Peter. This confused him, looking for the real one.

"Images of Ikonn. Quite the disconcerting spell, isn't it, Parker?"

}{ }{ }{ }{ }{

Feeling the echo of the real Strange, he shot a web to his right and pulled the sorcerer towards him. Strange was rather surprised, being found out Peter. When he was in range, Peter shot a web at Strange which stuck to his chest.

Pressing a button, it created an electric shock to his body.

Peter kept on shocking him, making Strange vulnerable. Quickly separating himself from his true form using Astral Projection, he shot a beam in his Astral Form to put Peter off-balance.

Strange returned to form and onto the train. Making a spell on the fly, portals formed around Peter. When Peter looked into what was inside of one, he saw emptiness.

—Until claws emerged from all portals and began scratching him.

"Wha—what the hell?!" Peter exclaimed, trying to hold them back.

As Strange tried his best to hold the spell, Osborn threw a pumpkin bomb which made Strange stop the spell. However, Osborn was still having problems with the cloak due to its immense speed. Strange ceased the spell, standing helplessly facing Peter.

"You know, you're starting to piss me off." Strange remarked, raising his hands to above his head.

}{ }{ }{ }{ }{

Peter grabbed on tightly, sticking his hands firmly onto the train. He suddenly felt funny, feeling as if the train began rising. Before he knew it, it actually was.

"Mr. Osborn?!" Peter looked for the green-suited man. Through the gaps of the train, he saw him trying to find a opportunity to join Peter.

Noticing that the trains were going downwards, Peter shot two webs at the trains at the side and began pulling them away from another, making a small enough hole. Strange began bringing the trains to the ground, knowing full well what he was doing.

Just barely, Osborn jumped back onto the train, as it began digging through the Earth's surface. It began traveling underground, going to the Earth's core. It was dark, but Strange created a light source in the form of fireflies.

Peter and Osborn stood on opposite sides of Strange, who stood alone as his cloak returned to him.

Osborn nodded at Peter, "Unstoppable, aren't we, Peter?"

"You still have a chance, Parker." Strange reminded.

"I picked a side, Mr. Strange."

Moments of silence befallen upon them just before they could begin moving. Only the sound of digging being made by the train was made. The fading sunlight that they were getting further away from reflected the situation.

—The end was near.

Peter swapped something through his web shooters. Strange began silently performing spells under his breath. Osborn was holding something behind his back, waiting for the action to become.

At the start, Spider-Man landed the first attack. Peter catapulted himself to Strange, who had stopped him by unleashing the Crimson Bands of Cyttorak. It held Peter in place. Out of nowhere—

—AN EXPLOSION.

Throwing a pumpkin bomb full of shrapnel, it detached Peter from the Crimson Bands and wounded Strange in the face. Blood rushed from his face, as he was stunned from the attack.

Peter threw a punch at Strange, which was blocked by a sorcerer's shield. It was quickly destroyed as Osborn kicked Strange in the back, negating any resistant force from the cloak.

From then on, Peter and Osborn continued beating Strange from pure strength. Due to their coordination, Strange was barely able to create any spells that could counter them. The use of their knowledge, skills, force, and weaponry put them at an advantage over the Sorcerer Supreme at the moment.

As they continued attacking him, the cloak left Strange and seized the cube from the glider. Having an A.I. of it's own, they both collided and the cube fell to the ground of the train.

Peter was the first to notice due to the Peter-Tingle, and so he used it to his advantage. He backflipped into it, standing over the cube itself.

Strange felt the Multiversal presence radiating in front of him. His bruised face looked to Peter, who was committed to his new cause. He was unable to reach him, as Osborn held him back.

"Pe—PETER! Don't, please..." Strange coughed and begged, "YOU'RE DEALING WITH SOMETHING YOU KNOW NOTHING ABOUT!"

"Do it, Peter." Osborn urged, wrapping his arm around Strange's neck. "This is the next step for our partnership—an unforgettable one... BREAK IT!"

Gritting his teeth, Peter did then unthinkable. He punched the cube through its center, releasing multiple colours that he had seen before.

Peter thought he had unleashed the Multiversal Warriors.

—He was dead wrong; he had unleashed hell on his own universe.

[ Sanctum Sanctorum ]

It was silent.

That was the first thought that Peter had as he emerged from the rubble of the dungeon that he had visited multiple times at that point. The place was different however—the altar was gone and the place was more in ruins than before.

Ned and MJ were nowhere to be seen. They must had gotten to a safer place. He couldn't blame them. He dragged them into a dangerous situation. It would be reasonable for them to get out of harm's way.

—But where was Strange and Osborn? That was what he was wondering.

It was getting too quiet. All he could remember was a train and a cube.

—Right, the cube.

Looking through the numerous rubble in the room, he noticed the shattered pieces of what was the cube on the floor. The gold and green pieces that once spun magnificently around the cube was now turned into pieces.

But for him, it was for the greater good.

"Peter? Are you alright?" A voice was projected behind him.

}{ }{ }{ }{ }{

Turning back at an instant, Peter readied some web. Before he fired, it was only Strange. His face, which was still bloodied from the fight, had turned monotone and looked more interested.

"Are you hurt?" Strange continued to question.

"U—um... I'm not that much, sir." Peter was baffled, as Strange had changed tunes quickly. "How about you, Mr. Strange?"

"Oh..." He waved his hand in front of him, "Don't worry about me; barely hurts."

Suddenly, green gas filled the Sanctum's floor. It was that familiar, green gas.

"Mr. Strange? What's with the gas?"

"Oh, that?" Strange scoffed, "It's normal procedure, Peter. Don't worry about a thing."

Peter began coughing when he inhaled a fraction of what was coursing through the room. His vision betrayed him, as the walls of the Sanctum were destroyed around him with no external factors. Locker rooms of Midtown School of Science and Technology were dropping from the sky. The room became one long corridor, with no end in sight from both ways.

—As Peter tried to get out of this bizarre situation, Strange spoke in a odd manner.

"You know, I much prefer you in blue."

When Peter looked at his suit, his Advanced Suit was now replaced with the Stark Suit that he had wore previously.

"Wha—Mr. Strang—"

"Nice to see you, Parker." Mysterio emerged from the fog, seemingly hunting Peter's nightmares once more.

Out of frustration and anger, Peter shot a web at the once-haunting figure. It went right through, the figure disappearing once more.

In his head, Peter heard his voice. "You know, you usually aren't this easy to fool."

"STOP HIDING, BECK!"

"What do you mean, Peter—?

—I'm right here."

Peter threw a punch, which was caught by Beck. He was shocked by this new found power, as Beck twisted his hand around.

"Weaker, foolish, naive? Are you really Spider-Man?"

Before Peter could throw a counter-punch, a block of sand washed him to the side. Peter returned to the normal Sanctum, as Quentin stood over Peter's damaged body with a man forming beside him out of sand.

"Where..." Peter stood up, "are you guys coming from?"

"Marko?" Beck left it up for him.

"I'm been waiting to beat this Spider for a long time." The sand-man formed a large hammer from his hands and bashed Peter in.

Marko kept on lowering the hammer onto Peter, who was defenseless. He couldn't move, getting nearly pounds of sand into his face every time he tried. Beck who had been smiling as he watched this senseless beating, he had been called by someone from behind.

As Marko was sidetracked, Peter got distracted. He jumped at Marko, punching through his body as sand came out the other side. Webbing two bricks behind him, he pulled and it both hit the back of the sand-man.

When Peter got into position, the tail of a reptilian wrapped his head from the ceiling, and dragged him to the side. While trying to get ahold of the situation, Peter was blasted by extreme bolts of electricity.

"—AHHHHHHHHHHH!"

"What do you say, eh? We kill him right here?" A man in a yellow jacket asked, as bolts of electricity came out of him.

"I haven't gotten my piece of the meat, Dillon." The Lizard above Peter began speaking as well.

While they continued conversing, Peter shot a electricity-resistant web at the yellow jacket man and connected it to the body of the Lizard. As they connected, he broke the resistance and the electricity shocked the reptilian.

Peter rushed at the yellow jacket man. Out of nowhere, a tentacle caught him mid-air and brought him to the first floor of the Sanctum by smashing him through the floor. They exploded through the floor. Peter fell to the front of the stairs. His suit was thoroughly damaged through what happened. He struggled even talking.

Out of the hole, his attackers emerged—Beck, Marko, the Lizard, and the yellow-jacket man. They stood in front of Peter, smiling at his current state.

Behind them, Osborn appeared. Walking over to Peter, he kneeled in front of him.

"Mr. Osborn," Peter coughed up blood. "Please... help me."

"Poor Peter Parker... too strong to have it all, and too weak to take it."

"Please..." Peter reached out, "Help m—AHHHHHHH!!!"

Osborn had stabbed him in the stomach with a sharp blade. He stood up, looking at the Peter who was at mercy. "Remember, Parker—no good deed goes unnoticed. You'll thank me later."

"No..."

He raised the blade, ready to stab the Spider-Man.

Arriving unexpectedly, Ned pushed Osborn out of the way. The four villains behind were rather shocked by the bravery of this high-school kid.

—A blade from a tentacle stabbed him back.

Ned was sent back further from Peter, as blood began spilling from his stomach. Peter rolled over, reaching over to his friend.

"Ned... why?" Peter wheezed.

Coming out of the hole, a man with four extra robotic limbs appeared. He was in a dark trench coat and glasses. He looked amused at the scene he was seeing.

"You should finish the job, Osborn." The menacing man mentioned.

As they regrouped in front of Peter, he realized something. This wasn't the Multiversal Warriors, this was Peter's worst nightmare—six people that had a grudge against him. Now, everyone he loved was in danger. But the worst part about is that he didn't know if he could protect them—it seemed like this was already the end.

"So, who's going to—" A portal popped out below the Lizard as he was talking.

The five remaining villains focused their glance at the hole. Out of it, the last survivor emerged—the Sorcerer Supreme. He had prepared spells once more, ready for the coming fight.

"Interesting." Beck mumbled.

"BECK!" Osborn ordered.

"Until we meet again, sorcerer!" Beck dramatically announced, creating a portal for the five villains to escape.

—And just like that, they were gone.

Strange lowered to the ground, walking over to the two injured teenagers. MJ came out of hiding, rushing over to Peter and Ned. The Sorcerer Supreme sighed, pondering how he could let this happen.

"NED! PETER!" MJ cried out, trying to keep her friends awake.

MJ had noticed something. Their wounds were slowly closing. Looking back, Strange was performing a spell that closed open wounds—however, there was a catch.

"Get an ambulance, hurry." Strange instructed to MJ, "The spell only holds for five minutes. It'll open again."

Without saying a word, MJ ran outside the Sanctum looking for any help.

Strange looked at Peter with despair. He had tried too much to be Spider-Man. He tried to cover his mistakes of Peter Parker by trying to be the best Spider-Man.

—But now, it could not be helped.

"This is your mess to fix, Peter." Strange told an unconscious Spider-Man. "And I won't be able to help."