Archive of Our Own ^beta

Chapter Text

New York City

A man covered in various clothes, wearing a hat and glasses while covering his face entered a bank where the people were working.

"Give me money or you all die!" The man screamed as the people all looked at him, then seeing he was unarmed, shrugged and continued working, ignoring him.

"I said give me money or-"

"Security!" A female banker cried out as the two guards walked in to throw him out.

"Should have taken the out when you could", the man said as suddenly yellow electricity sparkled from him and he raised both hands, sending the guards flying off, scorched at various points, the people all screaming in fear now as some ran here and there.

"I am Electro! Remember the name!" He then fired his electricity here and there, destroying stuff, and aimed his hand at one more banker before throwing a bag. "Here, give it all to me!"

The terrified man put as much money as he could into the bag while the female banker pressed the alarm to call the police.

Electro ran out of the area, looking here and there, about to make his escape when someone knocked into him, kicking him with both feet as he was sent flying off.

"You checked both sides of the street, props to you for that, good thing to do. But you didn't check the sky."

It was Peter Parker aka Spider-Man, who now hung onto a sign nearby, looking down on Electro who sneered in rage.

"Spider-Man! You cannot beat me! I have great power!" Electro boasted.

"So did Thanos, Magus and Glory but they were beaten too", Peter shrugged as Electro fired a blast at him which he leapt away to avoid. "Strike one!"

He kept jumping and swinging to avoid more strikes, then swung on a pole and swinging towards Electro, kicked him again as his bag now fell off while he hit the wall, then fell down onto the ground.

Peter crouched near him.

"See? You can dish it out but-"

Electro fired at Peter and this time he was hit as he went flying off into the air towards a signal tower, where he grabbed it and flipped, sticking onto it. "My big spider mouth."

"You can't escape me Spider-Man! This is my playground!" Electro charged at him, spewing electricity around as he then fired at the tower, lighting it up, and Peter let go, flipping around through the tower expertly when his phone rang.

Electro stopped for a second as Peter grabbed the tower again and picked up. "Now's not a good time, Dawn."

"Look, Angel and Cordelia have invited us to the wedding and we have delayed our response so far so-"

Peter had to let go and flip around again as Electro once more launched his barrage onto the tower. "Come on Dawn I am in-"

"RSVP yes or no?"

"Yes! Yes! The two of us and Felicia are all going!" Peter said when Electro stopped for a bit again and Peter grabbed onto a tower. "Experimenting with electricity right now. Gotta go! Bye!"

"Bye!"

The call was cut as Peter flipped again due to Electro launching his barrage, but then he fired directly at Peter who was hit and sent flying off, hitting the ground as he groaned in pain, one of his web-shooters fried too.

"This has got to suck! Why couldn't I think of insulating them before I met a villain whose superpower is controlling electricity?"

Police sirens were then heard blaring loudly as the cops arrived and aimed their guns at Electro.

"You're under arrest! Hands up!"

"Sure officer", Electro raised his hands as electricity spewed out, hitting the cars so the cops had to run around to avoid it. "I am power, I can take all I want and be on the top! You all are nothing! I will-"

He was suddenly hit by water from a fire hose, which sent him to the ground, doused out now as Peter and 2 firemen who were holding it shut it off now. Peter had put on a fireman cap as well.

"Yeah, that's it, nice job guys", Peter high-fived with one of the firemen. "John." Then he did the same with the other. "Big Mike."

"Yeah!" They said as they high-fived him.

"Nice work guys, it was a pleasure doing business with you", Peter said as cops approached the now neutralized Electro. He seemed to be trying to move but was too weak to.

Later, as Peter was swinging, he saw a little kid with a project model of nature being bullied by some bigger kids, and so jumped down between them, making the bullies back off and run away.

He then put an arm around the kid. "You made this?"

The kid nodded with a cheerful smile.

"What does it do?"

"Here", the kid started showing Peter as they sat down in the alley together.

At the same time, Faith was on her laptop while sitting on bed, trying to write a story, though the basic premise was all that she had thought up. Plus she was taking inspiration from hers and Buffy's lives as Slayers for this, though superheroes like the Avengers did not exist in this world she was creating.

The main character was a wandering supernatural fighter called 'Hope', and she had disowned her last name.

Then suddenly a growing Bear hopped into Faith's lap, yipping and wagging his tail. "No, cutie, mommy is working."

Then Bear gave the puppy eyes.

"Not the eyes. Bad dog, don't give me the eyes!" And she broke. "Damnit! Okay!"

She set the laptop aside and started adoring her soon-to-be-not puppy, patting his head and running her hands through his fur as he barked and yipped happily. Faith baby-talked to him as she lifted him up. "You're such a cute little thing."

Bear licked her nose as she grinned, looking at a photo nearby that had been taken a few months ago. In that picture, she stood with Bear, Cordelia with baby Connor and Willow with a little kitten.

Faith's mind flashed back to the day.

Angel and Cordelia had flown over to New York City alongside Team Angel to give everyone the great news of their engagement and upcoming wedding. The Avengers had held a small party at their Compound, where Peter, Dawn, Xander, Anya, Matt and Faith had managed to come.

Baby Connor cheered on seeing Bear the puppy as Cordelia said. "Awww, looks like he likes him too."

So Cordelia put Connor down as he cutely walked to Bear the puppy who yipped at him and wagged his tail as Connor laughed and put a hand on his head. "Bear."

"Yes, his name is Bear, Connor", Faith said to him in a baby-voice as Bear licked Connor's face, getting laughs and 'awwww' from everyone in the room.

"Think they're getting along nicely", Angel said.

"What did we miss?" Willow asked as she arrived with Tara, the latter holding a kitten in her hands.

"Whoa!" Buffy's eyes widened on seeing the kitten. "Is tha-"

"No! A different one!" Willow told her as Buffy nodded.

"Right!" She shared hugs with both Witches.

"Where did you get her?" Dawn asked as she shared hugs with them, then petted the kitten's head, while Xander and Peter then shared hugs with them too.

"Oh it was a rainy night, we were sleeping, she was a stray and climbed onto our windowsill, scratching it, so we took her in", Tara summed up the story with a smile as she held the kitten up. "Meet Miss Kitty Fantastico the second."

"That is a very, very long name, you call her that all the time?" Anya asked randomly.

"Why the second?" Peter then inquired.

"Oh we had another just like this and called her Miss Kitty Fantastico, but had to give her away to another couple after a little accident", Willow said with a wince as Buffy shot her and Tara looks from her side.

Xander asked. "What kind of acc-"

Buffy gave both Witches a glare as Tara said. "We don't talk about that."

Bear was yipping still and Connor was cheering as Tara grinned and put the new Miss Kitty down, as she walked to the other two.

"Meow!"

Bear barked happily at her and ran circles as Miss Kitty simply stood, looking around at the happy puppy in what seemed like confusion.

"A baby, a pup and a kitten, great party", Spike muttered as he took a drink.

"Oh yes, the cuteness levels are overloading", Lorne nodded.

"Just don't make a mess on here", Tony added.

"They're all little children from different species, Tony, what do you expect?" Steve asked as all chuckled and Tony rolled his eyes good-naturedly.

"Yup, and like good children they're getting along", Fred said as all grinned at the scene with Bear then stopping as he licked Connor again while Miss Kitty did a 'meow' and sat down near him, tilting her head curiously, and Connor cheerfully patted both of their heads, the 3 little kids from different species getting along nicely.

Faith came out of her memories as Bear jumped and licked her face. "All right, all right, good boy, very good boy."

She picked him up and put him down as Matt came in and Bear ran to him, grasping his leg as he barked and yipped his tail, Matt kneeling and patting his head.

"Yep, go play with daddy now", Faith said as both she and Matt chuckled.

"Well, I RSVPed yes, we're going", Matt smiled as Faith leapt out of the bed, sharing a peck with Matt.

"All right, let's start preparations, come on", she walked downstairs as Matt picked up the cheerful Bear and walked down after her.

Chapter Text

The wedding was taking place in a big, moonlit park, and Lorne had planned it again as he was putting on the finishing touches. "Yeah, put it there, yeah there, right." It was put where it was supposed to as Lorne looked cheerful. "And its done, we are all set people for this big night."

"He plans weddings really well, its his speciality or what?" Steve asked Fred from where the two were sitting together.

"Lorne has a lot of specialties from singing to planning any event to just being nice all around, and also not being judgmental", Fred told Steve with a smile. "He is great."

"Can't disagree there", Steve nodded. "You're great too."

"Awww, thanks, you're also great", Fred shrugged.

"We interacted first during a wedding too", Steve reminded and Fred remembered that.

"Yeah, that was a nice wedding, this would be a good one as well", Fred told him. "But Illyria feels really bored, since she likes slaughter and all that."

"Really?"

"Really. Though I'm used to having her in my head, she is part of me now."

"I know, which is why I'm trying to get used to her fully too", Steve assured her.

"She does like you though."

"I remember that very well. Wanted to mate with me right on first meeting."

The two snickered at that bit as Fred added. "That, and she has a high opinion of you because you can lift Thor's hammer in spite of being a mortal."

"Well, you can say my thanks to her", Steve smiled. "Thor said there was an enchantment on it though, which allows me to lift it."

"'Whosoever be worthy', right? What exactly does make one worthy?" Fred inquired, wanting to know more.

"Thor said it was put on due to his arrogance at the time, but when he acted selfless and became the kind of man his people would be proud to follow, he became worthy and it came back to him", Steve told her, seeming deep in thought now.

"So, you're all that too, right?" Fred inquired.

Steve was humble as always, downplaying himself. "I guess…..well, Thor says I am. Tony does too. Nat, Bucky and Sam say the same."

"I'd say you are considering you went down in ice to save New York", Fred pointed out to him. "And the Avengers all followed you against Magus, even Thor, a literal God. Matt, Angel and even Spike have said to me separately they find you inspirational."

"I'll thank them all too."

"Point is, if a God, a Devil, and two Vampires of that kind listen to you, you are a great leader. That, combined with your selflessness and kindness, would make you very worthy of that hammer", Fred told Steve, pointing at his heart. "So I guess the serum gave you muscles but what makes you Captain America comes from in there."

They shared a smile as Steve told Fred. "Well, from what I've seen, you're kind and selfless too towards your friends."

"Thank you", Fred said as both looked to the front, watching the rest of the preparations, and of course proceedings which would begin pretty soon.

Giles was sitting in a corner with Xander. "I cannot believe I came to Angel's wedding of all people."

"We came because its Cordy's wedding too", Xander reminded his older friend. "She'd feel pretty bad if we didn't come."

"Yes. And it is good that she had no hesitation calling you, considering your previous relationship", Giles commented.

"We were good for a time but let's be honest, it was never gonna last after high school considering we both wanted different things", Xander told Giles with a sigh. "I am happy with Anya, and she is happy with Deadboy, who at least can be perfectly happy now."

"Yes, that is a good thing", Giles agreed since no one wanted Angelus around at all for very obvious reasons. Even if now they had many more heroes to deal with him and contain him in time for re-ensoulment, no one wanted a mess like that anytime.

Willow and Tara put Miss Kitty Fantastico the second into a pet enclosure at the corner, as Matt and Faith did the same to Bear the Puppy, who wagged his tail.

"Don't be sad, mommy and daddy are just nearby", Faith assured Bear, patting his head. "If you want us-"

"Bark loudly", Matt shrugged to snickers from the other three. "I'll hear it anyway."

"Now you two be good to each other", Tara raised a finger in a sweet, motherly tone.

"Oh they are the best of friends I'm sure", Willow told her as Bear wagged his tail at Miss Kitty and yipped while Miss Kitty responded with a 'meow' and sat down as Bear ran circles around her, all four grinning and laughing at the scene.

"See? Told you all", Willow smirked.

"Nothing to worry about then, come on", Tara and Willow walked off, holding hands, as Matt and Faith followed them while holding hands too.

"Should we get baby Connor here?" Faith asked Matt jokingly.

"Don't think Angel and Cordy would appreciate that since they want their son to see it properly", Matt responded as the two chuckled, Matt still hearing Bear and Miss Kitty playing and 'talking' behind them in the enclosure.

Tony and Thor stood together, looking around at the preparations as the former commented. "This is the second wedding I've been to in months."

"Well, it is our friends and allies", Thor shrugged. "We should be there for them in there times of happiness and sadness both."

"You know, I never met your parents but I'm pretty sure you sound like them now", Tony pointed at Thor who simply chuckled and shook his head.

"My parents were great and wise people so I thank you for the compliment, Stark", Thor patted his shoulder.

"First a Devil and a Slayer, now a Vampire and a former Power That Be, strange how the world works", Tony sighed, thinking back when he had just become Iron Man. "If someone told me this could happen 10 years ago, I would laugh, now-"

"Seeing is believing my friend", Thor told him as he noted Pepper approaching with baby Morgan. "I believe that is my cue."

He walked off as Tony took Morgan from Pepper. "How is little Stark doing?"

"As well as you can imagine", Pepper told him, looking around. "Its just like ours, but with more people."

"I know."

Sam was sitting with Rhodes as he looked at Steve and Fred chatting. "Cap went and finally got himself a girl, Natasha told me she used to try to set him up all the time."

"If he wasn't so shy he'd have one ages ago", Rhodes shrugged. "I mean, he looks nice and is Captain America."

"Or I guess he needed the right partner and now he has one", Sam smiled.

Spike and Buffy as well as Natasha and Bucky were walking together, Spike saying. "If someone told me like one year ago I'd come to the wedding of my git of a grandsire I'd stake that person. Wouldn't care if dust or blood came out."

"Awww come on, we know you like him", Natasha smirked as Spike scoffed but they knew he was putting up a front.

"Bloody hell not!"

"Really?" Bucky asked with a raised eyebrow, remembering Spike's conversation with him. "Because I remember you saying-"

"No you don't! I never said anything!" Spike cut him off in the most unconvincing tone.

"Awww, what did he say?" Buffy asked.

"Shall I tell?" Bucky asked Spike.

"Nope!"

"So you don't deny you said anything now, huh?" Natasha asked as Spike realized they'd got him now.

"Blimey!"

"He said he admires Angel", Bucky shrugged as Spike looked like he wanted to stake himself.

"I knew you were in love with him", Buffy told Spike jokingly who puffed his face.

"I hate this."

"Hey guys, the food here is so great", Anya said as she ran up to them, eating some herself. "Especially the shrimp, that is just-"

"Thanks Anya, I'm gonna eat some", Spike walked off to get some as Buffy, Natasha and Bucky snickered at his retreating form.

Daisy bumped into Matt's shoulder. "Sorry."

"No problem."

"You know Matt, we were both in Saint Agnes Orphanage before if you didn't remember."

"Really?" Matt asked as he turned to her.

"Really, been a long time though, they all talked about you a bit", Daisy told him.

"Must be because of this", Matt pointed to his glasses.

"Oh yes."

"So, how were you there?"

"Well, I was called Mary Sue Poots."

"Oh, that was you?"

"Yup."

"So, still a Mary Sue?" Both snickered.

"Depends on who you ask."

"Think I might be too", Matt told her as they shared a laugh.

"Anyways, was good meeting you, stay in touch", Daisy told him as they shook hands before she walked off

"I will."

"That was Daisy, right?" Faith asked, looking a little jealous.

"Yes, we were both in Saint Agnes Orphanage, it turns out."

"Ah, right, right", Faith nodded. "Right."

"Think these days we team up more for weddings than for fighting threats", Clint told Wanda as they shared a chuckle at that.

"It'd be nice if it stays that way, you know?" Wanda told him as they shared another chuckle.

"We all would love that", Clint agreed with a nod there.

Peter, Dawn and Felicia were just sitting together as Dawn looked at everyone else. "Look at them all, talking adult talk, we're just barely at the age now."

"Think they would talk to us if we try to talk to them", Peter commented.

"Yup, just don't bring up the college rumors about is", Felicia told him.

"Rumors? What rumors?" Dawn asked.

"Oh you don't know?" Felicia inquired.

"No, we really don't", Peter said.

"Well, many students think we're in a polyamorous relationship for whatever reason", Felicia revealed as Peter and Dawn blushed.

"Seriously?" Both asked at the same time.

"Yeah, seriously."

"Think we were better off not-knowing", Dawn then said.

"You can go, no metal detection for you", Gunn said to Logan, standing alongside Groo, both acting as security, and all three shared a laugh.

"Think the machine couldn't handle it anyway, bub", Logan tapped their shoulders and walked inside as Storm came in after.

"There will be for the rest", Groo said.

"Fine", Storm shrugged, allowing herself to go the procedure, and gesturing to the other X-Men to do the same.

"You know, I think next one should be ours", Bruce said to Betty as they sat together, holding hands.

"In that case, propose to me about a month later, then we can plan it", Betty said with a shrug as they shared a peck.

Cordelia was getting ready by herself when Stick appeared to her and she smiled on seeing him. "Thanks for attending, Stick."

"Congratulations, princess."

"Thanks, Stick."

"But you could do better than a suckhead."

"HEY!"

Angel was almost ready too as Wesley stood behind him, holding baby Connor. "I think you look perfect."

"I have to be for her, for both us", Angel replied as he turned around and took Connor, kissing his forehead. "We'll all be a happy family soon, Connor."

A cloaked figure approached the entrance to the Deeper Well.

Demon soldiers charged him, but the figure raised his hand and chanted. "Eradico!"

Several purple energy beams released from his palm, striking the Demons and making them explode.

Lightning flashed and Drogyn emerged. "Your purpose here has been wasted." The figure made to chant again, but Drogyn blitzed over, grabbing the Warlock's wrist in one hand and his neck with the other, then slamming the man against a tree, making his hood fall over, revealing his face.

Ethan Rayne!

"You come only to die."

Ethan began to chuckle, until Drogyn tightened his grip on his neck.

"Actually, no. There won't be death nor for me, not for my master."

"The Old Ones could not have sent a message, they lack that power in death."

Ethan choked out laughter once again. "Who said I served the Old Ones?"

Lightning flashed again as Drogyn looked confused, and a shadow appeared behind Drogyn, which grabbed him and sank his teeth into the Immortal's neck.

The Battlebrand made to fight but arms wrapped around his own as his lifeblood was taken by his attacker, growing weaker as it grew stronger.

Ethan got up and watched as his savior teared out Drogyn's neck while he brought the body to the ground, crouching over the now corpse, staring up at the sky with the life now gone in his eyes.

The light from the lightning illuminated his appearance, red eyes, fangs, and pale skin.

"Good, Michael, now let us continue." Ethan made to go forward.

Then he heard his pale companion mutter something.

"What was that?"

"No more, this is the last. I shall kill for you no more." Michael growled at the dark warlock, but despite his terrifying visage, he was more pitiful to look at.

A once genius biochemist, now a monster of his own making, a Vampire born of science.

Michael Morbius, a Living Vampire.

"If all goes well, my dear fellow, no longer shall you be cursed with such a thirst." Ethan spoke charmingly, like the day he had found Morbius, offering him a cure to his curse.

Michael looked back at the now lifeless Drogyn, before following after the warlock.

The two then entered the Deeper Well, the Living Vampire seeing all of the sarcophaguses. Morbius asked in fear, "What are they?"

"Demons, the Old Ones to be precise. The would-be rulers of the world during the age that predates humanity, of course, they were not unchallenged. Now though, they are nothing more than husks that refuse to leave a world that no longer tolerates them, but now, they are nothing, only fuel."

Ethan then raised a crystal ball which once belonged to a powerful saint who used to battle Demons. The crystal ball was the size of a baseball.

Ethan chanted while doing gestures with his other hand. "Essentiam Veterum mitte, omnia in energiam puram converte."

The essences of the Old Ones from all of the sarcophaguses gathered together and shot towards the crystal ball, being absorbed into it where it was converted into pure energy.

With their essences gone, the sarcophaguses were nothing other than normal sarcophaguses. The essences of the Old Ones had been absorbed and converted into pure energy.

Except Illyria, every single Old One was dead!

"Now let us awaken him", Ethan smirked.

Angel and Cordelia now faced each other, saying their vows.

Cordelia went first. "For so long I wondered if I would ever find my prince, my soulmate. Then I met someone who became my partner and friend, who was always there for me. Then three years in, I found everything that I'd ever been looking for my whole life in him. And now here we are, with our future before us, and I only want to spend it with you, my prince, my soulmate, my friend. Unless you don't want to. You go!"

Some chuckles.

Angel then spoke next. "I thought this was going to be the most difficult thing I ever had to do. But when I saw you walking down the aisle, I realized how simple it was. I love you. You are the person I was meant to spend the rest of my life with."

"You may kiss the bride."

Angel and Cordelia kissed, now married, with all cheering for them.

If this was 3 years ago, Buffy would have felt jealous and depressed, but now she knew she and Angel were never meant to be, they were happy with other people.

Connor cheered too as Wesley raised him.

Lilah nagged him from the side. "You do realize that about a year ago, I was the arch enemy to some of these people, and that's not including the fact I was on the opposite-"

"Lilah, shut up and enjoy our friends' wedding, please."

And she "reluctantly" did so.

Harmony was crying hysterically. "Oh my God! My best friend has gotten married, I can't-"

Groo handed her a handkerchief and she blew into it. Then she was back to normal and wrapped her arm around his while kissing his cheek. "Thank you, my prince."

"You're welcome my princess."

Fred was clapping next to Steve when she became Illyria suddenly, some noticing but not caring.

"You all clap for them", Illyria noted. "Just because they put rings on each other."

"We clap because we see their love for each other and are happy they will spend it together now forever", Steve explained to her as she tilted her head in curiosity.

"Do you feel the same way about Winifred?" Illyria asked as Steve blushed, wondering what to say, only for Illyria to become Fred again.

"Like I said, she moves fast, don't think of it", she assured him.

"Thanks."

Later, Cordelia was chatting happily with Willow, Faith, Tara, Dawn, Buffy, Felicia, Fred, Natasha and Wanda.

Angel was sitting on a bench, a bit away from the party, looking up at the moon, smile on his lips, and then Matt approached with two glasses and a fifty year old bottle of Glen McKenna.

"Donald Sullivan sent a bottle to me and Foggy as a thanks. Been saving it for a special day."

Angel took the glass offered as Matt unscrewed the bottle. "Thought now would be a good time."

"Donald Sullivan, God, how long ago was that?"

"Feels like years."

"I'm starting to feel them."

"That's what this is for." Matt poured the scotch in Angel's glass before his own. Raising the glass, Angel met his and they clinked the glasses.

"To happiness."

Angel couldn't but chuckle at the irony. "To happiness." They drank as Angel said. "Oh that's good."

"Really, really good."

"We're not going to share this with the others, are we?"

"Hell no."

"Thank God."

The two shared a "look" and burst into laughter, Angel throwing an arm around Matt's shoulders as they sat together with smiles.

Ethan and Morbius entered an Egyptian tomb, walking on the stone floor, and Ethan sensed the power below. "Break the stone."

Morbius began breaking down the stone floor with his strength as Ethan held up the crystal ball with the essences.

The stone floor was broken to reveal a huge sarcophagus. Holding up the crystal ball Ethan chanted.

"Hail to the true master of this world. He who defies Man, Gods, and Devils, for pursuit of power and peace. He, the true champion of humanity, our protector. The symbol of power itself! Our abandoned Savior! Arise, the great, the eternal, Apocalypse!"

The essences all flowed out of the ball into the big sarcophagus which glowed as Eldritch energy then surrounded it, forming various symbols while a powerful wind blew, throwing the two back as various things fell here and there.

The Eldritch symbols were making a humming sound, then all the symbols closed in towards each other before exploding as the roof of the tomb was blown away, though it was night so Morbius had no issue there.

An Earthquake was occurring too.

Pieces of the sarcophagus lay here and there as the Eldritch symbols coalesced to form a giant shape which turned tangible.

It was a being, blue and grey in color, with lips blue as well, his entire being radiating great power and authority. There was long cloak flowing behind him, and he had chest armor and a belt, Mystic Eldritch symbols on both.

"My power...it is diminished, yet even now, newly awakened, I feel my strength returning to me."

He looked at the two before him as Ethan got down on one knee. "Oh great master, we have travelled long and far to bring you back to this world. I pledge only to serve you….master Apocalypse."

Apocalypse looked down at Ethan Rayne, walking toward him slowly, each footstep of his causing the Earth to shake.

The great being put his hand on Ethan's head as he screamed painfully, his appearance changing. He turned bright to the point of gaudiness. His flesh was now a waxy yellow. His lips became pale blue. His eyes glittered as if their irises were set with rubies.

A black cloak appeared behind him as bees flew out of his mouth and surrounded him, Ethan falling down on both knees.

Apocalypse then removed his hand and declared. "You shall cause….Pestilence."

Ethan coughed out the bees, now surrounded by them all, and stood up, feeling more powerful than ever. "I shall do as you ask, Master."

Apocalypse then turned to Michael. "And what do you wish, my child?"

"I just want my suffering to end", Morbius begged as Apocalypse looked down upon him with his piercing gaze.

"Agreed. No more shall you suffer," Michael slumped over in relief as Apocalypse lay his hand on the Living Vampire's bowed head, "Now, you shall conquer, my Horseman of Death."

Another painful transformation occurred as Morbius screamed, his fangs sharpened while his nails turned to black claws, his nose flattening to appear more bat-like, and his skin becoming extremely pale, chalk white in color.

He fell to his knees, screaming, before standing up, feeling the greater power of his new appearance flow through him.

"And now, my Horsemen, I need two more. Once I have them, we shall conquer all."

Chapter Text

The Earth of Egypt shook violently, making buildings break, small houses topple, and the people too were falling here and there.

Even the pyramids were crumbling due to the violent nature of this earthquake.

Then strong gusts of wind blew throughout the country, making the situation worse as it managed to rip apart small houses and make buildings crumble while the condition of the pyramids got even worse than before.

On the coasts, waves rose up and pelted those coasts, before it started raining heavily as well.

The riverbanks soon started overflowing as it lead to flooding while a sandstorm started in the country too all over, with locusts and other bugs flying around, causing havoc as well.

And these bugs caused diseases as well, spreading plague due to their numbers and power.

The whole of Egypt was in for the ride of its lifetime, but it was not the only one.

Apocalypse stood in his pyramid still, and this one was unaffected due to his power. Ethan and Morbius were both behind him as he looked here and there, pleased by what his awakening had caused.

And it would soon spread everywhere else.

He turned to Ethan. "Spread it everywhere…..Pestilence."

Ethan got down on one knee. "Yes Master."

And soon, these disasters started spreading worldwide in various countries as well as continents in general- the US, the UK, Africa, Russia, India, all of Europe, all of Asia and many more.

New York, Avengers Tower

The wedding reception for Angel and Cordelia was taking place here when they got an alert as Tony walked to it.

"Natural disasters in Egypt, boss." FRIDAY told him.

"What kind?" Tony inquired.

"All of them."

That was when the celebrating stopped, as everyone in the room had heard FRIDAY, and they exchanged shocked looks.

"All? Like you mean…..all kinds of disasters?" Buffy asked, sitting next to Spike.

"Looks like it", Tony muttered, looking at the footage, as Steve, Thor and Peter looked at it too, shocked and even terrified by what they were witnessing.

Then there was another alert as Tony noted. "Its happening in UK too."

"Bloody hell!" Spike muttered. "Now that's-"

Another alert.

"Russia as well!"

Natasha walked off to make a call, and Bucky knew it was probably to Yelena.

And another.

"Africa too."

"So, they're happening all over?" Matt then asked.

"What is going on?" Faith wondered.

"All kinds of natural disasters, in all countries of the world", Steve muttered grimly, his arms folded. "Looks like something big is happening, this is clearly not a coincidence."

One more alert.

"And the US as well, the rains have already started." There was a thunderclap too outside.

"I didn't do anything", Thor raised a finger tentatively.

"Neither did I", Storm added.

"Oh I doubt you two could make locusts appear", Tony told them as all were shocked again by that.

"Locust?" Giles asked. "What do you-"

"Oh yeah, natural disasters and disease spreading bugs, full package Gramps, and not of the good kind", Tony said with a shake of his head.

"My God!" Pepper said, horrified by all the footage as there was one more thunderclap and both Morgan and Connor started crying.

"Shhhh", Pepper began comforting Morgan as Tony walked to her to help her out, while Angel and Cordelia did the same for baby Connor as well, trying to calm him down.

The earth shook a little as well. Thor raised out both hands. "I can stop this."

He closed his eyes, focusing, and in half a minute the earthquake managed to die down as they sighed in relief.

Bear and Miss Kitty were both whimpering too as Matt and Faith patted the former's head while whispering soothing words as Tara lifted up Miss Kitty and cuddled up the kitten in her arms.

With Tony comforting Morgan alongside Pepper, Peter and Willow were looking through the computers now, hence why Willow wasn't comforting her kitten alongside her wife.

"Yeah, its all over the world, and getting worse", Willow confirmed grimly. "I'm pretty sure something has caused this."

"What, we really don't know", Peter sighed.

"You think any Vengeance Demon could have caused this?" Xander asked Anya, hoping he didn't offend her. "You know, maybe somehow a wish-"

"Nope!" Anya shook her head firmly. "Not even D'Hoffryn would cause all this, because while we like our destruction, we don't want the whole world gone either, which is what seems to be going on here, so definitely none of the Vengeance Demons."

"So those are out then", Fred sighed.

"This could be it."

All of them turned to Lilah as Faith asked. "This could be what?"

"The Apocalypse", Lilah looked at each and every one of them, sounding very serious. "The one from the prophecy."

Angel realized which one she spoke of. "You mean the one where I get the Sh-"

"Get the Shanshu out of your head and think!" Lilah told them all. "The prophecy also said it would be in the middle of an apocalypse, and this one is already beating the other ones we've seen so far." Lilah listed out the recent big apocalypses all over the Universe. "Acathla", she looked at Angel, "the Mayor", she looked at Buffy, "Thanos and then Magus", she looked at the Avengers, "and then the Beast and his master, also the First", she finished the listing process, "then finally- the Senior Partners!"

She looked around at the room. "And this one is worse than them all."

"So this is the one the prophecy spoke of, right?" Buffy inquired.

"And point for the blonde cheerleader, congrats on not being the stereotype", Lilah quipped, making Buffy sputter as in spite of the situation, some ended up snickering.

"I like her", Tony said, then immediately turned to Pepper. "Not in that way though!"

"Feeling's mutual, since we were very impressed by how you created Ultron and caused the Civil War to split the Avengers which would have made the Partners' job easier", Lilah quipped, making Tony sputter too.

"Okay, let's leave jokes and old stuff aside", Steve raised his hands. "So now-"

"Its time to deal with these disasters and find out what's causing them", Clint said, having just finished talking to his wife in a corner while Natasha came in too, standing next to Bucky.

"So, split up all over then?" Mack inquired.

"That would be the best option, yes", Fitz agreed with a nod.

"Cap?" Simmons turned to Steve.

Steve looked at everyone in the room and started. "So, for the US, we will-"

"GET DOWN!" Matt screamed as suddenly the glass windows exploded and locusts swarmed in at them from both sides while all got down.

Willow and Tara held hands and raised a barrier on one side in time while Wanda raised another on the other side, the three Witches trying to hold them back.

"They're too many", Wanda said with gritted teeth.

"And they seem to be magical", Tara added from her side.

"We can't hold this for long", Willow told them all.

"Thor", Thor turned to Steve. "When Willow and Tara put down their barrier, light 'em up."

"With pleasure, Captain", Thor summoned Stormbreaker to himself.

"And the other side?" Bruce inquired.

"Wanda, can you do that wrapping thing?" Steve asked as Wanda's eyes lit up.

"Definitely", she nodded.

"On the count of three", Steve counted down. "One. Two. Three."

Willow and Tara lowered their barrier as Thor fired powerful lightning at all the locusts in that very instant as Wanda expanded her barrier and wrapped it around the locusts on her side, trapping them inside of it.

The locusts who Thor was hitting with his lightning were all destroyed as Wanda pressed her hands into fists, the wrapped up locusts all crushed into nothingness as well.

All of them sighed in relief, having stopped this attack upon them as Harmony commented. "My dress is fine, yay!"

Fred then walked next to Steve. "Guess whatever doubts we had so far are all gone after the attack upon us."

Steve nodded, turning to Angel and Cordelia apologetically, seeing baby Connor in their arms who they'd calmed down again while Tony and Pepper had done the same to Morgan, and Matt and Faith had calmed down Bear as Willow and Tara had calmed down Miss Kitty. "I'm sorry guys, it was supposed to be your happy day but now-"

"Just say the word Captain", Angel told Steve firmly, sharing a look with Cordelia.

"Yep, just let me get out of this wedding dress first, don't wanna ruin it", Cordelia added as some chuckles went around again.

But in spite of the brief moments of levity, it was clear this was the worst thing all of them were going to be up against.

Apocalypse stood as he pondered what to do next, who to make his Horsemen. Perhaps the first two could tell him what to do.

"I need two more."

Morbius had now completely succumbed to Apocalypse's control after his transformation and boost. "The world….it is all controlled by electricity, a lot of technology, it needs electric power. Strip humanity of its technology, the world would be defenseless."

Apocalypse turned to Morbius. "So you know someone who can do that?"

"In New York where I live, there was someone who could do that, he was on TV recently, and now he is in Ravencroft prison."

Apocalypse smirked. "Not for long."

Ravencroft institute

Everyone was going about their usual business, the doctors doing medical work while the guards moved around, guarding the prisoners and the facility.

Suddenly, a strong wave of wind sent them flying off and crashing to the ground as Apocalypse appeared with Ethan and Morbius.

The guards got up and fired at Apocalypse but he was unaffected, just walking forwards.

Ethan raised his hand as two guards screamed in agony, their life-forces sucked out, leaving dried up husks in their place.

Apocalypse walked to a wall, shattering it with a wave of his hand before continuing further. One more tried to fire at him from behind when Morbius leapt at that one and drained him painfully, the guard falling down to the ground before suddenly his eyes went red and his skin became pale, his fangs growing as he screeched.

"Making an army, smart", Ethan smirked as Morbius nodded and leapt at another guard trying to fire at him, breaking his wrist and doing the same to him.

Ethan smirked and sucked the life-forces of two more of the guards while Morbius continued draining and turning them.

Rayne then chanted a spell that destroyed all cameras in the institute as well.

Apocalypse walked through the prison, effortlessly tossing away guards with a telekinetic wave, and breaking doors and walls, until eventually he came upon the man he was looking for.

Electro was in a rubber cell that had zero electricity being used. He looked up at Apocalypse who touched his cell and it shattered.

"Who are you?" Electro inquired as Ethan and Morbius both appeared behind him, along with several turned guards who were slaves to Morbius and Apocalypse now.

"I have been called many names, but now I am known as Apocalypse", the evil being of great power made his introduction, then made the offer he had come to make. "Your power…is in adolescence. Young, but the potential is within your grasp. Join me, and that power shall grow. The world will know who can save their world…and end it, at his whim."

Electro had a feeling this being was not to be messed with, but he also loved the power over electricity he had, as limited as it was.

And now it could be expanded? Grown? Oh he was all in! The world would see his great power now.

"I accept", Electro went down on one knee, causing Apocalypse to smirk cruelly. He put a hand on Electro's head, making him scream painfully as he went down on his knees as well, electricity crackling off of him.

The whole institute experienced a blackout, as did the city.

The Avengers, Scoobies, Team Angel, Agents of SHIELD, X-Men and Defenders were preparing to go around the world when the whole tower experienced the blackout.

"What the….?" Tony trailed off as all looked around in horror.

"This is bad", Wesley muttered.

Electro screamed loudly, his whole skin now turning blue as blue electricity sparked off of him, hitting various spots in the facility that were destroyed by the touch.

"RRRRAAAAAAAAAAAAAAAAAAAAAARRRRGGHHHH!"

In that moment, various cities near New York experienced a blackout too for a second before the electricity came back on everywhere.

All the heroes sighed in relief as the lights came back on, Daisy muttering. "Now that was a close one."

"Well, it can always get worse", Felicia sighed.

"Question is, by how much?" Dawn wondered.

"Hoping we don't have to find out, bub", Logan sighed.

"Let's stop talking and start working", Sam said, all agreeing by continuing preparations.

Electro stood up, now completely blue, feeling the power he had gotten, knowing what he could do on a whim now.

He looked at his hands, electricity crackling off of them.

"I feel it…I feel it all! I can take control! I can change the world!"

Apocalypse looked down at him, then looked up. "Now I need just one more."

"I think I might know", Apocalypse turned to look at Rayne. "Back when I was in Sunnydale, I was captured by this organization called the Initiative. I escaped when they were shut down there, they couldn't hold me for long, but anyways, when I was there, I heard they were working on something-"

In the ruins of the Initiative under Sunnydale, further decimated by the destruction of the town, Apocalypse appeared via teleportation, a force field pushing the debris away, so he and his Horseman stood among the wreckage.

Apocalypse could feel the death of all humans and non-humans, and also the torture inflicted on Demons in this place.

"Humanity hurts those they fear, yet while doing so, they risk becoming worse than the monsters they seek to destroy. So arises the question of who truly deserves death in this world, if many make false claims of good. Their hearts belong to darkness. All worlds begin in darkness, and all so end. The heart is no different. Darkness sprouts within it, it grows, consumes it. Such is its nature. In the end, every heart returns to the darkness whence it came. You see, darkness is the heart's true essence."

Apocalypse raised his hands and the remains of Adam the human/Demon/machine cyborg were pulled to him, joining together and reassembling into one, forming a metal skeleton at first before flesh was formed upon it, the abomination of a creation back to life (or whatever it had in life's place) at last.

For once, Adam was confused. "What's going on? I was destroyed by the Slayer and her friends when they did a ritual to defeat me."

Adam tried to move but remained stuck in place as Apocalypse circled him, examining the smaller being. "Demon, human, machine, such a primitive creation." Adam made to speak but couldn't move its lips now. "The product of a species that tried to play God…but there may be a diamond hidden among the dirt. It'll just take some…alterations."

Then Apocalypse spread his hand open, and Adam was dissembled piece by bloody and metal piece, screaming in actual agony from what Apocalypse was doing to it.

The pieces were then rejoined one by one, piece by piece, and Adam was now a large being with two horns protruding from his head and tubes attached to his right arm while a machine gun-like device was on his left, and there were various visible tubes on his abdomen as well, his right leg completely metallic.

He had only one thought in his mind now- serve his master.

Apocalypse still held his new creation in place. "Whom do you serve?"

It didn't even hesitate.

"Apocalypse."

"The name you were originally bestowed belays weakness, just as you were once weak. No more. You are, from this day forth…War."

And with that, Apocalypse had all four of his Horsemen.

Chapter Text

Strange was watching the Orb of Agamotto, as scenes of the Avengers, Scoobies, Team Angel, SHIELD Team, X-Men, Defenders and other heroes helping with natural disasters were happening across the world, and only increasing in intensity.

It was terrible. They were trying their best to save lives but it was quite hard due to the magnitude, plus the quantity since these were occurring almost everywhere.

Wong appeared at his side, having portaled in from China, "Things are getting worse."

"I know."

"Hong Kong is plagued by earthquakes-"

"I know."

"Half of Europe is almost flooded-"

"I know!"

"And we have fire raining down on-"

"I KNOW!" Strange shouted at his friend, causing him and the nearby Sorcerers to recoil at the sudden exclamation.

Strange breathed in and apologized. "I'm sorry, its just, these disasters are messing up my mind."

He then focused on the Orb, showing the Earth, but covered in a dark blue, violet sort of aura. "I can't identify what's causing this, or even how it started! Every time I come close to an answer, to what's causing all this, I find a dead end." Strange was still in top form, so someone was blocking his attempts to find out.

And that someone was very powerful and skilled if he could block the Sorcerer Supreme of all people

Stick then appeared. "I've seen some crazy shit in my day, but this is taking the cake." He stood at Strange's side, looking at the Sorcerer Supreme, hoping to get some answers.

"To stop this we need answers, otherwise we're looking at an apocalypse."

Suddenly a ghostly figure went by them, one they all recognized.

"Ah, great to see you here", Stick called out to the ghost of the Ancient One but got no response. "Hey, I was talking to you."

"Master!" Wong called out to her but still no reply.

"I believe she wants to show us something", Strange realized as the three followed her while she ignored them, until they made they make it to the library. "What is it?" He asked as she continued walking.

They followed her until they made it to a particular shelf, then she disappeared from view.

Wong knew the library well, and Stephen had memorized it, so they saw something out of place as the former said. "That book detailing the origins of ancient languages and foundations of magic is in the wrong place. These books hold no valued secrets, no hidden messages."

"Yet I've never seen them moved from these spots."

Wong realized that too. "Neither have I."

Strange reached his hand forward and it disappeared, he pulled it back and it was fine, then he moved forward into the bookshelf, and ended up in a small chamber.

A portal of sorts!

"Thank you", he said to his absent mentor, looking at the room which seemed blank with one source of light coming from the ceiling, and a large yet thin book at the center.

"It cannot be." Wong whispered in awe, having walked in after Strange. "The Chronicles of the Sorcerer Supreme."

"I thought that was a myth."

"So did I."

"Would someone like to inform the non-mystically inclined?" Stick spoke up after having walked in himself, clearly annoyed.

"The Chronicle is said to contain the histories and lives of every Sorcerer Supreme that's came before, even their secrets."

With that, Strange opened it as Wong and Stick read it next to him.

What they found out shook them to their core.

"We need to gather the rest and tell them all of this quickly."

A while later, Strange had managed to gather Steve, Thor, Tony, Bruce, Natasha, Clint, Bucky, Sam, Wanda, Peter, Matt, Logan, Buffy, Spike, Willow, Tara, Dawn, Giles, Felicia, Angel, Cordelia, Faith, Wesley, Lilah and Illyria together at Avengers Tower while the rest were still helping with the disasters all over the world.

"So you know who is behind this then?" Peter asked and Strange gave a nod.

"Well, tell us, we're listening", Lilah sat down to listen to him.

"More than a thousand years ago, Earth was besieged by an entity from outside the multiverse. Called a Great Old One, Many-Angled One, Dark One, no one knew what it really was, except it came here, to conquer or destroy, not sure."

"I have heard of it before", Illyria spoke as they turned to her. "They were greater Old Ones than we were, while we came to Earth, they lived in their Dimensions. Their power was great."

"You saying that the world going bonkers is because of this bloke with too many names?" Spike then asked Strange after giving Illyria a nod at her info.

"Shuma-Gorath, and no, this is not it's doing, not exactly. It was opposed by the Sorcerer Supreme of that time: Merlyn."

"He's real?" Dawn inquired, the jaws of all but Thor dropping at that point.

Strange nodded and continued telling them everything he knew.

"He was, and a hero, according to the chronicle. Once Shuma-Gorath came though, Merlyn was helpless. This thing was devastatingly powerful, Merlyn alone couldn't stop it, nor was there anyone he knew that could aid him. So, he made a desperate gamble." Strange looked directly at Matt, who could feel his eyes and the eyes of everyone else turning to him. "He made a deal with the Devil."

Matt's face turned to one of stunned shock, before he growled the name, with Adam's voice overlapping his.

"Mephisto."

Faith held his hand as they continued listening what Strange was saying.

"Merlyn asked for the power to save the Earth, and Mephisto granted it. With his new, hellish power, Merlyn was just barely able to push Shuma-Gorath back to it's own dimension, and seal the tear it came from so no more of its kind could get through…and it all went wrong from there."

"This is Merlyn's doing?" Steve asked, shocked, sharing looks with the rest of them.

Strange looked grim and regretful now.

"Yes, but I don't know how. The chronicle details every moment of the Sorcerer Supreme since they are bestowed the position, but after Shuma-Gorath's attempted invasion, there's no more about him, it was a hundred years before the next one appeared, and after them came the Ancient One. Whatever Merlyn did, stripped him of his duties of Sorcerer Supreme."

"He wanted to protect reality." Everyone turned to the new voice, one Angel and Spike recognized and started groaning since they knew who it was, as Hercules aka the Immortal walked in, wearing a new suit of dark green and gold that exposed his biceps. "And he damned himself to do it."

Angel and Spike pushed their women behind them, making everyone roll their eyes. Despite the fact he was their friend now, the Vampires clearly couldn't let go of their hate for the guy.

"So, you know some more eh Herc?" Tony asked and got a nod from Hercules.

"Please, we would love to know all", Giles gestured to him to tell them whatever he knew.

"You knew Merlyn?" Strange then asked.

"I knew him when he was called Myraddin, born and raised on Ruta, one of the Atlantean islands that survived the cataclysm."

"Atlantis is real?!" Buffy asked, jaws dropping again at the info.

"Well I'll be damned", Sam muttered.

"So will we all", Wesley said, sharing a look with Giles.

But Hercules didn't answer Buffy's question, instead, his expression became melancholic.

"Something horrible happened, didn't it?" Natasha asked Hercules who nodded.

"He was my friend. Wise, humble, compassionate, he was the everything great about humanity…until he made that accursed deal with Mephisto. Merlyn knew what the consequences of associating with that Devil, but desperation makes fools of us all." A moment of silence where the people were all reflecting on what Hercules said, and their own desperate times. "Once Shuma-Gorath was pushed out of our universe, Merlyn began to change, physically, and mentally. He talked of protecting everyone, this whole universe, before there was another threat like Shuma-Gorath again. Only, Merlyn's talk of protection turned to paranoia, where everyone except himself was a threat to reality, he even threatened to finish the job Hera started when I was a baby."

"If Merlyn was so kind before, how could he do that?" Willow asked, though she was beginning to have an idea.

Hercules' face turned into a snarl. "It was Mephisto's fault. By giving Merlyn the power of Hell, it overwhelmed him, corrupted him like a poison. Soon enough, he made his move to turn himself into the ultimate power, by taking everyone else's away. All for the sake of "protection", but he was so lost that he never realized all he sought to accomplish was destruction."

"How was he stopped? It sounds like Merlyn was invincible." Tara noted.

"That he was, every second that passed, Merlyn only grew stronger. It took an alliance of good and evil to finally put him down. My father, your father," he looked to a surprised Thor, "pantheons, sorcerers, heroes of old, demons, Hell Lords, myself, even Mephisto." Matt showed his shock with a dropped jaw. "Seeing what he created, Mephisto had no choice but to help. Merlyn, however, relished in the challenge, he thought by fighting the obstacles sooner, his task would be completed at a faster pace. His arrogance worked against him, yet Merlyn proved why he was Sorcerer Supreme in the first place. The battle went on for weeks, the destruction…I have never seen it's like before in all my years, not until the Snap. By the end, there was no clear winner, and Merlyn was regaining his strength. We had no option but to contain him, a tomb that would drain Merlyn of his power to trap himself. Before he was lost to the ages, Merlyn had vowed revenge on those who opposed him and would return to complete the mission he started, but first, he abandoned the name that once portrayed "weakness"."

Hercules sighed as a tear escaped him, the pain inflicted at recalling the story truly affected him, but they realized that living as long as he has, Herc would have lost many friends. This time, the demigod lost one to evil.

"He had dubbed himself…Apocalypse."

"Apocalypse?" Thor repeated in surprise.

"You know the name, Thunderer?"

"I do, yet I have not heard it for an age. I was only two hundred years old."

Tony turned to Cap and then mouthed in surprise "only?" but Steve waved him and turned to focus on the God.

"I was feasting with some mortal worshippers, when a scout warned us of a Jotunns attacking. I grabbed my axe, Jarnbjorn, I hadn't earned Mjolnir yet," he explained to those with confused faces, "and what I saw was no Jotunn. It was stronger than any Giant, it nearly overpowered me, had I not blessed Jarnbjorn with my blood and used it to cut through Apocalypse's defences, I doubt I would have survived the day unaided. Then, he was gone like a leaf on the wind, no trace, no explanation. When I asked my father of it, he denied me an answer."

"But wait, wouldn't he be contained at the time?" Cordelia then asked.

Hercules now showed his horror filled expression as he realized the implications. "The tomb, it was supposed to be secure. Everyone who aided in stopping Apocalypse made a vow to never utter his name, so he would be forgotten by all in time. But if he appeared in Norway, then he found a way to bypass the protective magics."

"Which means Apocalypse could have orchestrated his escape." Strange summarized.

"Even if Apocalypse did find such a fool, it would take a tremendous amount of energy to break the tomb open. Such a source would have been noticed." Angel pointed out to them.

"It can't be the Stones." Logan vetoed that already.

"My satellites monitor for any outstanding anomalies." Tony added.

"Where could that energy have come from?" Clint then wondered.

"Is there any, lightly defended yet still potent source of power that someone could have sneaked into and taken for themselves to raise evil wizard from his grave?" Bucky wondered out loud for the rest to think.

"Still new so no idea, sorry", Felicia sighed.

"Well then, let's all think", Faith told them all.

Angel then got recognition on his as he thought further. "The Deeper Well."

"Where Blue Meanie was?" Spike asked as Illyria shot him a look but he didn't care.

Angel himself couldn't believe it and his face was of disbelief. "Drogyn is a fierce warrior, I find it really, really hard to believe someone could have gotten past him."

"Still, it is one lead", Wanda pointed out.

"So let's run it down", Bruce agreed.

"Yeah, seems like our best shot", Buffy nodded.

"In that case", Strange portaled to the entrance, and both Vampires as well as Matt sniffed blood, the Vamps running through as the rest followed.

"Oh no!" Angel crouched to Drogyn's body, his throat torn out. "Drogyn…..no."

Spike looked down sadly, Matt and Faith putting a hand on each shoulder of Angel while Cordelia crouched near him as Tara said in sympathy. "I'm so sorry."

"Which means…." Steve trailed off as they rushed into the Deeper Well, and found all the Old One sarcophagus' gone, since the loss of their essences had slowly decayed them right there.

"NO!" Illyria screamed, falling to her knees. "They were all…All of them are gone! My world is gone!"

She seemed completely broken apart, even worse than when she had discovered her army's fate. The Old Ones had no love lost for each other but they would have been a reminder to Illyria of her time.

And now they were gone just like that.

Steve knelt down next to Illyria. "I'm sorry, I know how you-"

"YOU COULD NEVER!" Illyria snapped at him.

"But I do, I too woke up in a time where all I loved except Bucky and Peggy were gone", Steve told her with kindness and understanding, taking her face in his hands and making her face him. "You do not deserve this, but I'll help you get through this. I promise you I will, and we'll make who did this pay."

"Damn right we will!" Angel snarled, thinking about Drogyn's corpse.

"Guess some idiot really did want the Wizard out", Spike scoffed.

Steve helped Illyria stand up, supporting her against him due to how broken she seemed to be now.

Hercules' horror was only increasing as he looked at the now empty Deeper Well. "By the Gods."

"You beat him before; we can do it again. We hit him until he can't take it anymore." Steve said firmly.

"Captain, I admire your optimism, but you fight a terror that scared even the Gods and Hell Lords. If he has been freed for so long, and his Horsemen are chosen, I don't even know if Apocalypse can be beaten now."

"Well, we know what happened, let's go back", Strange sighed as they went through the portal back to the Tower, Strange closing it as well.

"At least we know about the enemy now", Faith commented as Cordelia rubbed Angel's back while Steve wrapped an arm around Illyria, trying to comfort her, and she was letting him.

Meanwhile, on the wall, unseen, was a "locust" made of purple psionic energy, magic hiding it from all of their senses.

And on the other side, in Apocalypse's pyramid base, was Pestilence, smiling wickedly.

Chapter Text

Strange was back in the Sanctum now, assessing where Apocalypse or any of his Horsemen could be via the Orb, shaken up from all that he had seen and found out about.

Empowered by these Old Ones? Sure they were not the most powerful beings in the Universe, but they were powerful enough, and now a former Sorcerer Supreme who had turned into one of the most evil and powerful threats awakened and empowered by them….the current Sorcerer Supreme shuddered at the thought.

At the Avengers Tower, some of the other heroes were gathered, taking a small break as the disasters had stopped for a little bit, probably Apocalypse deciding to move onto something more dangerous.

Unseen to them, the "locust" was flying through the compound. Not even Matt could sense it due to how well it was hidden by Ethan Rayne's skilled magic use, not to mention the great power he now had by being the Horseman of Pestilence for Apocalypse.

Ethan was on his end, seeing the whole thing through his locust, pleased by what he felt as he informed his master of the fear amongst all of them. "It is delicious."

He sounded creepy when he said it, his new appearance with the bees and locusts hovering around him or coming out of his mouth making the entire sight unsettling for anyone who witnessed it.

Other than his master or any of the other three Horsemen that is.

Plus his head opened up to show his brain as well.

"Feast on them, my Horseman. Turn them on each other." Apocalypse then turned away to focus on other matters.

Ethan Rayne did serve Apocalypse now, but he was not one to let go of his own grudges either.

"I know the perfect one."

Some of the heroes were in the training room now, arming or warming themselves up.

The locust was flying around, hidden, as Buffy and Faith sparred a little, with Buffy blocking a blow from Faith, only for Faith to spin and elbow Buffy while freeing her fist, and then she flipped Buffy to the ground, managing to win this time.

"My man is a great teacher", Faith looked at Matt lovingly, as he smiled back at her.

"Perfect opportunity", Ethan smirked from where he was, knowing what he had to do now.

As Buffy stood up, the locust flew into her ear. There was a glow in her eyes for a fraction of a second and her neutral expression turned into a frown as she felt enraged that this bitch who had tried to take over her life now had it all going right for her.

She didn't deserve it!

"Well, you'll just ruin his life", Buffy spoke with a scoff as all turned to her in stunned shock. "Just like you ruin everyone else's life, like usual."

Faith was too stunned to talk back, so were the rest, then Spike started. "Buffy-"

"The normal life you had, it should have been mine!" Buffy snapped, pointing at Faith angrily. "You should have just rotted in prison!"

"You're out of line, Buffy", Steve told her but she seemed to be blind to everything else but her own feelings.

"No, out of line is her presence!" Buffy snapped.

"Buffy, stop, this is not right", Dawn tried to step in.

"Great, support her because she seems cooler, what a sister", Buffy rolled her eyes as Peter glared at her now.

"What is up with you? I know you have your airheaded and angry moments but this is beating them all", Peter said angrily.

"You know, I was the strongest hero at the place until you showed up", Buffy snapped back at him with an equal glare.

"And?" Willow asked. "Does it matter?"

"You're one to talk, you too usurped my position", Buffy pointed between Willow, Faith and Peter. "All three of you."

Ethan's power was so strong even Tara couldn't sense the change in aura as she said. "Look, calm down Buffy and-"

"I'm not calm!" Buffy snapped, looking at everyone in the room like they were enemies.

"Everybody goes on about how great you are", Lilah scoffed harder than Buffy had when she'd started insulting Faith while taking a seat as she twirled her own sword a little. "But really, you're just a self-righteous, arrogant bitch who gives credibility to the blonde stereotype."

"Right, coming from the bitch who was pure evil until now", Buffy sneered at her, though Lilah just rolled her eyes at Buffy's pathetic attempt.

She raised 2 thumbs. "Nice job. Next time, try to make it insulting."

Buffy was enraged now as Wesley held up his hands. "Look, we can sit do-"

"No, we're not doing that, that time is past now", Buffy snarled.

"Think we're gonna need to bring some iced tea", Tony quipped and was about to order FRIDAY. "FRIDAY-"

"Yeah, go ahead, have your AIs coddle you and do the work like usual", Buffy shrugged.

"Buffy, stop this childish behavior right now and act like an adult!" Giles snapped at her, having only listened so far and hoping she could behave herself.

"Right, you made far worse messes than me at this age so you don't have a foot to stand on", Buffy scoffed at him angrily as he backed off with a shocked glare.

Angel and Cordelia had just come in, shocked, the latter wondering. "What is wrong with her?"

"I have no idea", Angel muttered as Buffy continued exchanging barbs with Tony now while Steve and Spike walked to those two.

"She is not behaving like herself", Steve told them. "I think something's wrong."

"I bloody well know something's wrong", Spike said firmly, then turned to them. "Go tell Stick, ask him to call the Doctor right now!"

"On it", Angel replied.

"Yeah, come on", Cordelia said as both walked off.

"You know, B", Faith now finally said as Buffy turned to look at her. "You may be right about us all to some extent, but you are an arrogant bitch who makes bad decisions and doesn't even learn from those. At least Red, Lilah, Spike, Angel and I learnt from our mistakes, you never do, you always double down, and you have the gall to criticize me over my fuck-up?!"

That was it for Buffy. Her fist flew and Faith was down on the ground, holding her split lip, gasping as Buffy vindictively looked down at her.

But the response was not what she expected. Or rather, it wasn't from who she expected.

Matt leapt in with a kick, sending Buffy away as he stood protectively in front of Faith, having put his glasses away.

"Don't. Touch. My. Wife!"

Buffy glared angrily as Matt stood, ready to fight, knowing he had to be careful as Buffy would be just as hard of an opponent as Angel was, if not harder.

Peter tried to go interfere but Steve put a hand in his way. "Think he's got this until Strange comes."

And yes, Matt was trying to hold Buffy back till Stick brought Strange. Faith stood behind Matt, wanting to see how it would go.

Buffy charged with a kick but Matt dodged before blocking two punches and ducking to avoid a punch. Then he blocked a knee before spinning to avoid a punch from Buffy, getting behind her, and as she turned, he spin kicked her right on the face.

Spike tried to go interfere but Steve held him back too. "Matt's got this. He's just trying to hold her back."

Matt had been careful so far, but Buffy was stronger and faster, so he needed to play it right to really keep himself on his feet while knocking her off hers.

Buffy tried to thrown a spin kick but Matt ducked under it and got on her other side as both faced each other again.

Buffy threw a knee which was blocked and he blocked 2 punches too before trying to kick but Buffy blocked, and she blocked his next two punches too, as well as a leaping kick Matt tried. And then Matt tried to spin kick in the air but Buffy ducked to avoid that too and punched Matt's chest, managing to send him back too as he gasped in pain.

Matt then punched Buffy and got a punch in return, turning his head the other way. As she tried to charge though, he moved out of the way and grasping her waist, used her own momentum to flip her to the ground to the side, then backed off.

Buffy definitely was stronger and faster, and was skilled enough, but his superior knowledge in how to fight was his only edge here, along with his senses, both of which he was using to their fullest to hold Buffy back.

Buffy tried to spin kick in the air which Matt ducked to avoid but then she spin kicked his chest, sending him back again as he gasped and coughed a little.

Buffy then threw 3 kicks that Matt blocked but got a punch to the face that made him spit out blood and stagger back once more. He recovered in time to block a kick from Buffy and then avoid a spin kick by backing off and spinning himself.

Matt then tried to kick but Buffy blocked, and then she blocked a punch too before ducking to avoid, then punched Matt on the chest before punching his face, making him cough out some more blood as Faith was concerned and moved to help alongside Spike, Peter and Steve, though Matt held up a hand.

Buffy tried to smack Matt in a spin motion but he managed to block this time and punched her armpit before using her momentum to spin her and then kicked her face.

Buffy then lifted her arm which Matt was holding, lifting Matt with it, and tossed him to the ground, and as she walked to him, he grasped her arm quickly and flipped her down while getting up himself.

Buffy got back up and tried to hit which Matt dodged while punching her chest and face, then leaping, kicked her neck with both feet, and that sent her to the ground, though the impact made him fall down too.

He flipped back up with a pained groan as Buffy got back up with a kick that he barely avoided, as she tried to punch him while spinning but he dodged again. Then she punched his face, making him spit more blood and grabbing his face, tried to knee twice that he blocked.

She tried to punch which he blocked with his elbow but the impact still sent him staggering back by a few feet.

As Matt tried to attack, Buffy flipped in the air and kicked his face with both feet, drawing more blood as Matt hit the wall.

Steve, Faith, Peter, Spike, Willow and Tara were about to step in again but he again held up his hand while cracking his neck and shaking his head to come to normal.

Buffy during that time grabbed him and punched his face before kneeing his chest, dazing him, then she punched his face again.

As she tried to punch again, Matt timed it right and grasped her wrist before punching her chest and trying to flip her to the ground as he got behind but she pushed her foot backwards and the kick sent Matt staggering away again.

Buffy charged with 2 kicks that Matt backed to avoid and then he kicked her foot before punching her face twice, then flipping in the air, kicked her face as well, turning her head the other way, and before she could recover, he swept her feet from under her, making her fall down.

Buffy slid towards him as Matt flipped onto the other side and both faced each other once more. Buffy tried to spin kick that Matt avoided and then threw a flurry of punches at her abdomen and chest, striking the right points due to his fighting knowledge.

Even with her superhuman durability, being hit at those points was a bit damaging as Buffy staggered back and Matt flipped, kicking her chest with both feet in quick succession as now Buffy hit the wall.

As she tried to attack, Matt ducked and decked her chest, then her face, before punching again, and kneed her chest twice before leaping and using the knee to hit her lower jaw, now actually making her spit out some blood as she fell down.

Matt backed off as Steve walked to Buffy to try to help her up but she pushed him away, ready to fight again. She was angry now that a normal guy whose only powers were enhanced senses (counting out the Devil thing that he wasn't using anyway) was giving her this much trouble and had even drawn blood.

And in her anger, combined with the locust messing her up, she was now losing focus and getting sloppy.

She walked to Matt to punch but he blocked and kicked her knee, abdomen and chest in quick succession before punching her lower jaw again, sending her down for a bit.

Buffy started getting back up, spitting some more blood as Matt snarled. "Stand down."

Buffy got up with a spin kick that Matt ducked to avoid. She was even angrier now. As she tried to punch again, Matt grasped her wrist, then punched her lower jaw and chest before punching her abdomen many times, and then her face got a left and right hook in quick succession.

Buffy punched Matt's face hard, throwing him to the wall as he spat out blood one more time. She then charged with a punch but Matt roared and managed to punch her first really hard using his technique, turning Buffy's head the other way, and this time the locust fell out of her ear, now turning tangible as all saw it coming out and were shocked.

The locust fell to the ground and died as Buffy staggered down, panting, slowly coming back to normal while Matt heard her heartbeat, which was erratic.

"What just happened?" Buffy asked, looking at everyone in the room, and hearing her heartbeat, Matt knew it was a genuine question.

Stick then walked in with Strange, Angel and Cordelia.

"One of his Horsemen tried to control you clearly", Strange said as he looked at Buffy, then raised his hands, glowing with Eldritch magic and twisted them as the spell covered all of them before fading. "Now all of you are safe from any mind meddling, gonna do it for the rest of them. Come on Stick."

"Coming Doc", Stick walked off but flashed a thumbs up to Matt for having taken on a Slayer, the best one too.

The others were quite stunned by how well Matt had held his own against Buffy too simply due to his fighting skills and knowledge as well as senses, managing to use those to make it even in spite of Buffy being a lot stronger, faster and durable.

Buffy was stunned herself, but for different reasons. All that she had just said and done started coming back to her, and her eyes were wide in horror as she looked at the rest for half a second then turned away, unable to look any of them in the eye, ashamed of herself.

She then walked off, a hand on her face as she tried to control her tears. A moment later, Spike walked after her as the rest just stood, thinking about what had just happened.

Ethan was horrified, not having expected such a beating from a human to the point his locust would die.

"You failed", Apocalypse noted, then added in a calm but dangerous tone. "Not to worry, they will all be destroyed soon either way."

Chapter Text

Buffy was sitting in her room, holed up, embarrassed and ashamed over the whole thing, also angry, but she didn't even know anymore.

How could she say all that to all of them? Why….where did it even come from? Was she this horrible of a person deep down? This insecure? This ugly?

All of them had stood by her so much, and now she had insulted them all over petty reasons. Even if it was due to the locust that had gone into her, all of that rage and aggression and arrogance, it had come from somewhere.

Now knowing that, Buffy really did not like the person she was seeing in the mirror (figuratively that is). She was hating herself for all of her flaws.

No wonder she had been called arrogant and self-righteous in return by all of them, she probably was, since she had a strong aversion to people questioning her plans, no matter how stupid it really sounded.

Spike then walked in. "There you are. Well, since it wasn't exactly you-"

Buffy was staring off into the corner and softly said. "Maybe I wouldn't say it when I'm in my senses, but it came from somewhere inside of me. Besides, its not like the others were wrong about me either. Please leave."

"Well", Spike wondered what to say. "Think a drink or two could solve it." He noticed Buffy hadn't reacted or moved a bit. "Buffy?"

"I don't feel very right."

Spike walked closer to her. "You're not fooling me."

"What do you even mean?"

"Well, you're not a quitter or bad friend", Spike pointed out.

Buffy shrugged stubbornly in self-loathing. "Watch me."

Spike assured her. "You were their friend, and you still are. Some harsh words and insults are not really going to change the whole thing, right?"

Buffy was still sitting on the edge of the bed as Spike was standing up in front of her.

"No."

"No?"

"No."

"You mean 'no' as in eventually?"

Buffy asked. "You really have problems with that word, don't you?"

Spike encouraged. "You can get them back."

"Can, maybe. Should?" Buffy sighed, holds her head in her hands. "I'm just so tired. And let's be honest, I can be a bad friend too. Sometimes I've treated them badly over some trauma I have, which is understandable if not justifiable, but never said 'sorry.'"

Spike told her. "They need you. You need them. You all need each other."

"Well, I..."

Spike tried to cheer her up. "I mean, your flaws aside, they have their own too. It becomes chaos without you."

"It does?"

"Yeah! I mean….none of them are that organized without you to be the Slayer and dust Vampires all around."

Buffy smirked. "That does sound like a dire image."

"Well, I didn't always see it, since I was the Big Bad every time it happened", Spike sat on the edge of the bed beside her.

Buffy sighed sadly. "I cut myself off from them...all of them. At times. I know I was chosen and all that so I have to be the best—" She shook her head, standing up. "You know what? I'm still making excuses. I've always cut myself off. I've always—" She sighed. "Being the Slayer made me different. But it's my fault I stayed that way. People are always trying to connect to me, and I just slip away." Buffy chuckled. "You should know."

Spike reminded. "I seem to recall a certain amount of connecting. In fact we still do connect now, all the time. We were even before I had a soul."

Buffy shook her head. "Well, now we are, but then? Let's be honest, was it beyond physical then?"

Spike stood up angrily. "You think that's all that was? Just physical?"

"Please, let's not go over the past. We love each other now, but then we didn't to be honest." Buffy sat down.

Spike wasn't having it now. "Oh, no, no. Let's hold on here. I'm hummed along to your pity-ditty, and I think I should have the mic for a bit."

Buffy shrugged. "Fine. The stage is yours. Cheer me up."

Spike said. "You're insufferable."

Buffy said sarcastically. "Thank you. That really helped."

Spike said. "I'm not trying to cheer you up."

Buffy asked. "What are you trying to say?"

Spike replied. "I don't know. I'll know when I'm done saying it. Something pissed me off, and I just— "Just physical back then." That's it."

Buffy gave in. "Fine. It was beyond physical then, we had a connection, I just didn't see it until you got your soul since I put too much stock into that stuff. May I please continue to wallow now?"

"You listen to me." Spike kneeled in front of her. "I've been alive a bit longer than you, and dead a lot longer than that. I've seen things you couldn't imagine, and done things I prefer you didn't. I don't exactly have a reputation for being a thinker. I follow my blood, which doesn't exactly rush in the direction of my brain. So I make a lot of mistakes, a lot of wrong bloody calls." He looked into her eyes. "A 100+ years, and there's only one thing I've ever been sure of: you." Buffy looked away; he reached toward her face. "Hey, look at me. I'm not asking you for anything. When I say, "I love you," it's not because I want you or because I can't have you, the two us being together aside for the moment. It has nothing to do with me." A tear rolled down Buffy's cheek. "I love what you are, what you do, how you try. I've seen your kindness and your strength. I've seen the best and the worst of you. And I understand with perfect clarity exactly what you are. You're a hell of a woman. You're the one, Buffy."

Buffy quietly said. "I don't wanna be the one."

Spike quipped. "I don't wanna be this good looking and athletic. We all have crosses to bear."

Buffy chuckled as he said. "You get some rest now. I'll check in with the rest. You can decide how you want..." He walked toward the door.

"Spike?" He turned to face her. "Could you...stay here?"

"Sure." Spike looked at a chair, thinking Buffy wouldn't want any closeness at the moment due to all that was going on in her head. "That diabolical old torture device, the comfy chair." He took off his coat. "It'll do me fine."

"No, I mean...here." She touched the bed beside her. "Will you just hold me?"

Spike sat on the bed beside Buffy and put his arm around her. She curled up on him, cuddling up to his chest as he put his arm around her shoulder, holding her head with his hand.

Wesley and Lilah were in their own room, sparring with swords. "That's it. Two, one, five." Lilah parried Wesley each time, and he was not held back at all. "Very good."

"What can I say? I'm a fast learner", Lilah smirked and shrugged, before they got into poses again and this time Lilah struck a few times which Wesley blocked as well, but she was good.

He and Angel had trained her in hand-to-hand and swordfighting quite well.

When they were done, they put their swords away and sat down together as Wesley told her. "What Buffy said earlier…..do not pay much attention. She didn't see you change the way we did."

"I know, she was just lashing out like a spoilt child at everyone calling out her bull", Lilah scoffed. "Besides, with the disgusting bug out, she'll probably say 'sorry' to the rest at least."

"I'll make her apologize to you if she doesn't by herself", he assured her as they shared a smile.

"Oh what would I do without you?" Lilah asked, pushing him onto the bed on his back.

"Still be evil?"

"I can be evil right now if you want", she climbed over him, a sultry look on her face.

"Please be."

"Sure thing."

She knelt down as the two of them shared a kiss full of both love and lust.

Illyria was in her room, looking depressed and downcast, as Steve sat down in front of her. "I know you're not holding up well."

"I am alone", she muttered brokenly. She was the last of her kind now.

"I'm sorry", Steve reached out a hand and held hers. She let him. "I was alone too when I woke up after many years."

"You still had humanity. I have no one now."

"That is true", Steve agreed, now holding her hand with both of his own. "The humanity bit that is. But I had people to help me through it. God knows I'd have gone insane if I didn't. And here's the thing- you don't have no one. You have us. Fred. And me."

Illyria now looked up at him curiously. "You profess to care about me?"

"I do, because I care about you. I didn't think I would, but I do. You are part of Fred, and Fred is part of you. I can't care about one and not the other. I know both of you, and I care about both of you", Steve assured her. "And I mean that."

Illyria tilted her head, her face an emotionless mask, but inside, she was feeling…something she had never felt before.

"I feel….affection….it is strange", Illyria commented with another head tilt. "Yet in a good manner I do not oppose."

They were not sure who moved first but a second later, their lips were touching, and they were sharing a loving kiss, losing themselves into it as they both let their feelings for each other out.

Mid-kiss, Illyria turned back into Fred but it still continued, since Steve cared about them both, and they both cared about him.

They parted, looking at each other as they shared a smile and Fred said. "She is grateful for what you said to her. And so am I."

"I care about both of you", Steve said, stroking her face and hair.

Fred's eyes turned blue, showing she and Illyria were there at the same time as she stroked Steve's face too.

"So do we."

And they shared another kiss.

Gunn was still out there, getting people to safety from a destructive thunderstorm in a large Helicarrier operated by a SHIELD pilot. "There! Come on everyone! Let's go."

They moved towards it when a pole toppled towards some people, the wires pointed at them, and many would have been shocked to death but Gwen Raiden jumped in the way and absorbed it all, cracking her neck as she did so.

"GO!" She yelled at the people and they all ran off as the electricity stopped. Gunn walked to her.

"You okay?" He asked her.

"Oh yeah, that was nice juice", Gwen smirked, looking at Gunn. "It's even making me horny."

"Well, let's save it for a bit", Gunn shrugged as they chuckled and shared a peck before continuing to find people to help and save.

Fitz and Simmons were in another Helicarrier that was being loaded up as they read through some recordings, the former noting. "It has reduced at some places but increased in other."

"Apocalypse really is making a long, grand statement", Simmons sighed. "And he's continuing to make it."

"You ever thought our lives would become this crazy back at the Academy?" Fitz asked as they looked at people being docked to safety.

"Well, you were making me crazy already", Simmons shrugged as they chuckled at her joke.

"So were you", Fitz responded to that.

"You more."

"No you more."

"Okay, let's agree it wasn't as crazy as this", Jemma reached a compromise.

"On that we are in agreement Mrs. Fitz-Simmons", Leo agreed as they kissed each other. No matter how dark and dire things would get, the two of them would always have each other.

Bobbi and Hunter had seen them from a little distance as the former commented. "Those two are such adorable lovebirds, aren't they?"

"Come on, we are better when we put our minds to it", Hunter told her.

"Want to try it or what?" Bobbi asked, smirking.

"Well", Hunter looked around, seeing they had evacuated all people from this place. "Yeah."

"Good."

They both sneaked into a room and began their session.

Back at the Avengers Tower, Clint talked to Laura on the phone as she said. "Its not happening here yet. But the kids are scared, Clint. And frankly, so am I. For you."

"I know, but we have to work together to stop Apocalypse", Clint told his wife. "The others being out there while I'm not…I can't take it."

"I know you couldn't, because that's who you are. And that's the man I love."

Clint smiled. "I love you too, honey. Tell the kids daddy will be back soon."

"Will do. Do what you have to, Clint."

And then the call was cut.

Bucky and Natasha had just returned, having evacuated two areas already as the latter said. "And here I thought the Snap sucked, but so many people running like that due to this-"

"Apocalypse has got us all working overtime", Bucky noted, the two walking to their room, unaware of the fight that had taken place before. "Like, really overtime."

"Almost makes me miss when we first met", Natasha said before adding. "Almost."

"That was a terrible time, except us having each other that is", Bucky told her.

"I know, and we still do", Natasha smiled as they shared a kiss. "I love you, James."

"I love you too, Natalie", Bucky said as they kissed again.

Tony was sitting with Pepper as both cooed over baby Morgan, the former saying. "Cheerleader really lost it due to the locust thing. Never seen her like that before."

"All of us have our Demons inside", Pepper said, rocking Morgan. "At least it took someone else's control to bring hers out."

"Yeah, at least it took that", Tony muttered before looking at Morgan. "I'm done after this."

Pepper looked at him in surprise. "Like, done-done or-"

"Done-done", Tony confirmed, taking Morgan as he looked at her lovingly. He had his flaws but his daughter and Pepper brought out the best in him. "I haven't been able to rest so far, but after this….I think this would be it for me. We can rest together then."

"I'll wait", Pepper said, the two of them kissing each other before playing with Morgan.

Angel sat with Cordelia on the bed, looking at Connor.

"Sucks this happened right on the day we became a happy family", Cordelia sighed sadly as she and Angel held hands. "The Universe really hates us, doesn't it?"

"Can't say I disagree", Angel nodded. "But at least we are all together in this."

"I know", Cordelia agreed as she rocked Connor. "We'll face this together as a family."

"Together", Angel agreed as he and Cordelia kissed.

Back outside in a city, the shrunken Hope brought a shrunken Helicarrier to the ground, putting it down, then enlarged it before coming back to normal size. "Everyone, get into this!"

The screaming people rushed to it when a building started toppling on them but Scott appeared, growing into a giant, and held it back. "Don't worry, your favorite hero has got this."

Some people cheered and clapped for him before managing to rush inside as Scott let the building fall onto the other side as the area was now devoid of people, and shrank to normal size, walking to Hope. "Its nice getting a little appreciation."

"A little?" Hope asked jokingly, making the 'little' symbol with her fingers.

"Okay, a lot", Scott shrugged as they chuckled.

"I adore you", Hope said and they kissed before continuing to look around for people.

Back at the Tower, Willow and Tara lay in bed together, Miss Kitty Fantastico the 2nd curled up and sleeping nearby.

"You think we should stop all the travel and just settle down after this?" Willow asked, turning over to look at Tara. "Because we've done the travelling a lot."

"I think I agree", Tara said, both looking at each other now. "We can settle down and have a couple of kids maybe."

Now Willow looked nervous, which Tara instantly realized. "Really? I mean….I didn't have the best parents…I could…."

"You're nothing like them, honey", Tara assured as they held hands, their wedding rings sparkling a bit. "I think you'll be an amazing mom."

"But if I-"

Tara kissed Willow on the lips and Willow kissed her back, now calmed down at last. Tara was right, she'd be an amazing mom. And so would Tara.

Dawn was sitting on bed as Peter swung in through the window and took off his mask, sitting next to her. "Hey."

"Hey."

"Buffy come out yet?"

"No."

"Well, let's wait", Peter shrugged.

"You know, I love her and all that, always will, but she does have the self-righteous thing going on at times", Dawn said with a sigh. "She also really loves to baby me a lot still even though I'm a grown woman. Mostly that is."

"That can suck", Peter agreed since Tony used to do the same to him and worse.

"We're still kids to them, aren't we?" Dawn asked, looking at him.

"Probably, but we know what we can do, remember?" Peter reminded Dawn of their conversation after she had found out she was not a Potential after all.

"I remember", Dawn nodded. "Though, I got to say one thing."

"What?"

"Well, while Buffy and the rest were close, there used to be quite a bit of fights between them", Dawn told him with a shake of her head. "It actually stopped after you came in."

"You serious?"

"Yeah, I think you made everyone over here a better person", Dawn said with a smile. "Must be a superpower."

"Well, I have one more."

"What?"

"Of loving you, Dawn Summers."

"Oh I have that too, Peter Parker."

They shared a kiss and started making out.

Meanwhile, the training room was empty, except for Faith who was beating down on a punching bag, unloading on it as if she wanted to send it flying across the room.

"You know those were made for Cap in mind, right?" Matt walked in and quipped. Faith turned to him, and he could taste the saltiness of tears.

"I really thought, after so long, we could have finally buried the hatchet."

"You have."

"She didn't!" Faith screamed. "You heard her! What I went through, I thought it was enough, I thought I suffered enough that I deserved happiness, and the people I actually believed were my friends were happy for me. I have the near perfect life, a husband I love, a puppy I adore, friends I couldn't be without, a job, I have a damn future, but she thinks she should have all of that?!" She leaned her back against a wall and slid down until she was sitting on the ground.

Matt let her rant, and when she was done, he walked over and sat down next to her, an arm going around her shoulder as she leaned into him.

"I'm not going to defend Buffy, what she did was wrong, but it wasn't her in control. Strange said whatever happened unlocked her inhibitions and made her act on them, violently. Deep down, Buffy is jealous of you, and in some way, she hated me." He kissed her head and muttered in her hair. "You shouldn't be mad at someone who isn't at fault. Buffy always wanted a normal life, now you have it, someone that a couple years ago, she never would have suspected to completely turn their life around. It just goes to show how amazing you are."

Faith was silent, mulling over everything he said, then eventually she wrapped her arms around her husband's torso and he returned the gesture as the two hugged. "I love you so much."

"And I love you."

They stayed that way for a while, before Faith detangled herself and stood, Matt following her up.

"So," Faith started as a grin formed on her lips, "B's jealous of me." Matt sighed, he knew that tone, he almost felt bad for the blonde. "And you just spanked a Slayer, outside of the bedroom." Now he groaned.

"Faith."

"Oh come on, doesn't feel a little bit awesome? I know my little-"

"Faith!" She reared her head back in laughter at her husband's tone. "What am I to do with you?"

"Love me for the rest of your life?"

"I already do."

The two kissed each other.

A while later, all of them started gathering in the meeting room again to decide the next course of action. Buffy held hands with Spike and looked at him as he gave her an encouraging nod and smile.

She smiled back and looked at everyone.

"Earlier, I was out of line."

Clint, who had been mind-controlled before, started. "You were-"

"I know I was, but whatever happened, it removed my inhibitions, so all that I said, it came from somewhere inside", Buffy said guiltily. "And it was horrible, what I said and did." She looked at Dawn. "You are the best sister." Dawn smiled. "So are you." Buffy nodded, then turned to Peter. "You are the best thing to happen to our group."

"Thank you."

She turned to Willow. "You didn't usurp my position. We both are important, and you are my best friend. You and Xander both"

"So are you." Willow and Buffy hugged.

She turned to Tony. "Those AIs are very intelligent and cool. Only a genius could create it."

"Yep, I know I'm one", Tony shrugged while raising his arms to either side.

Buffy turned to Giles. "You are the best mentor I could ever ask for." She walked to him and hugged him while whispering in his ear. "And the best dad. I love you."

"I love you too Buffy", they shared a kiss on the cheek while parting.

She looked at Lilah. "Look, I'm still getting used to you….but Angel vouches for you. So that's enough."

"Gee, thanks boss", Lilah quipped to Angel as he rolled his eyes good-naturedly while she turned to Buffy. "Good to know."

Buffy then finally looked at Faith. "Faith-"

"Look B-"

"When you fell, I realized that…I fell with you." Buffy told her.

"What do you mean?" Faith asked.

"I've been slowly letting the darkness come to me in all these years due to how jealous I was of you. And after every heartbreak or set-back or loss... I sank deeper into the dark water. Even with Spike and my friends, I never thought I'd have even a semi-normal life. And so when I saw you, so beautiful, and so alive and married with a great life, I realized that I'm not those things. I want to be, but I'm not right now. So please... Please don't hate me, Faith."

Faith walked to Buffy and gave her a hug as the teary Buffy hugged her back, both finally letting go of any lingering minor feelings of resentment they had towards each other.

As they parted, Faith teased Buffy with a smirk. "You got beaten by a blind man."

"Never going to live that down, am I?"

"Never."

Buffy turned to Matt, holding out her hand. "Sorry about earlier."

Matt shook her hand. "Apology accepted."

And with that, the air was finally cleared as Steve told Buffy. "It may have come from within you, but how you reacted after coming to your senses shows you're a good person Buffy."

"Thanks Cap", Buffy smiled.

"Now", Steve said, going into leader mode as he took a seat and so did the rest. "Let's discuss what to do next-"

Chapter Text

Apocalypse and his 4 Horsemen stood in London, the people all running here and there, but none of the five made a move to attack the people…yet.

"I was once meant to be the greatest protector of civilization", Apocalypse raised up both of his hands, aiming them into the air. "And now….I will be!"

Chunks of the ground and buildings started rising up and turning into particles, with many people turning into particles as well, unable to escape their doom at the hands of Apocalypse.

The particles all rose up into the air and coalesced together, forming a structure which grew in size bit by bit.

It was a castle, old and crumbling, with the plants outside withered and dead. However, in spite of all that, the castle looked dark and intimidating, radiating power and evil.

And it hovered in the air, a flying fortress basically.

"Camelot was once the greatest Kingdom in this world", Apocalypse revealed to his Horsemen what this castle was. "Now it shall be my seat as I sit there and protect the people. And destroy those who seek to stop me."

Ethan Rayne got down on his knee. "We shall destroy anyone who dares to oppose you, my Lord."

Morbius got down on his knee too. "Death is upon the naysayers."

War got down on one knee then. "The flames of war are upon the naysayers."

Electro finally also got down on one knee. "I shall take away their power, my Lord, no one can stand against your greatness."

Apocalypse smirked, knowing the heroes shall come to face him soon, but all of them would be destroyed by his power and that of his Horsemen.

At the Sanctum, Strange saw a large build-up of magic over London and realized that was where his enemy was. "Well, looks like its time to confront him now."

Tony saw what was happening via his satellite as all watched in complete and utter shock.

"Oh boy…" Angel trailed off, not sure what else to say.

"The whole bloody world is in for a ride", Spike sighed as he sat down, his eyes fixed upon the newly created Camelot.

Matt couldn't see it but hearing the people's dying screams and the reactions of all else in the room was enough for him.

Some news helicopters had arrived in the stormy and dark area as a reporter started. "This flying fortress has appeared here out of nowhere while natural disasters-"

"Get out of there you idiots!" Clint snapped in concern.

And then that helicopter was shot down by lightning as all of the heroes watched, their jaws dropped, while another helicopter was taken down by a shot, and another covered in green mist and crushed into nothingness.

Some troops had entered the place as one remaining news helicopter recorded the scene but a figure sliced all of them down before lightning took down that helicopter as well, and the scene was gone, replaced by static on the hologram.

"This is….I got no words", Tony was speechless once more after Thanos' Snap on seeing all of this.

"Me neither", Cordelia muttered.

"What were those things that killed everyone?" Lilah asked no one in particular, looking around the room for an answer.

"The Four Horsemen of Apocalypse."

They turned to see Hercules walk in, having saved a good number of people from disasters all over the world. Thor came in behind him.

"Horsemen….." Steve trailed off before asking. "Like the Biblical-"

"Yes Captain, those tales were inspired by these", Hercules confirmed to him. "Every time, he chooses new ones and they cause destruction for him- Death, Famine, War and Pestilence. And now he has all of them once more."

"Oh dear", Giles took off his glasses, cleaning them, this time in horror rather than disgust.

"So, it seems like we will have to fight them", Thor noted.

"As powerful as they are, I don't see what else to do", Buffy said, looking at the rest, and all knew no matter how big, powerful and even seemingly invincible their enemies were, they were the only ones who could fight them all.

A portal opened as Strange then came in. "Everyone suit up. I'm bringing in others, and we shall all go."

Steve nodded and gave orders. "Prepare yourselves. We're going to battle."

A while later, all of them were suiting up and making preparations.

Angel and Cordelia cooed over Connor who was in Lorne's arms as the former said. "Dada will be back soon, okay?"

"Mama too, till then, be good to uncle Lorne", Cordelia added as both kissed his forehead.

"Okay", baby Connor said as Lorne rocked him, then his gaze fell upon Kennedy who had been amongst those called in, alongside Amanda, Satsu and Vi. His eyes narrowed as he glared, and so did Angel.

"What's the matter?" Cordelia asked, noting how they were looking at Kennedy.

"That Slayer over there insulted the nipper and called him a dumb baby when we'd gone over to Sunnydale", Lorne revealed as Cordelia now clutched her fists in anger, enraged.

"Cover his eyes", she told Lorne in a tone that invited no arguments.

"On it", Lorne turned Connor away and rocked him while singing as Cordelia walked to Kennedy, her hand glowing.

"Hey."

As Kennedy turned to Cordelia, Cordelia slapped the bratty Slayer with her glowing hand, sending her to the floor with a stinging cheek as she gasped in pain while holding it, and everyone's attention turned to them.

"What is going on?" Sam asked as he walked out.

"Why did you do that?" Kennedy asked, still holding her pained cheek.

"If you call my baby 'dumb' again, I'll rip you apart piece by piece young lady", Cordelia sneered as Kennedy paled and backed off, scared of her.

Cordelia scoffed and walked back to Angel who muttered. "That was awesome."

"And well-deserved", Lorne added.

"Can you believe her?" Kennedy asked, still massaging her stinging cheek. "It was long ago-"

"Well, its her baby", Vi shrugged.

"Yes, you deserved it for insulting a little kid", Sam spoke up from where he was as she looked at him in shock. "Don't repeat such stupid behavior. Doesn't bode well."

He walked off as Kennedy just glared in anger at everyone.

"You know, I'd love to go back to the orphanage after this is done, meet everyone", Daisy told Matt, who was suited up now. "What do you say?"

"Well, I go there a lot myself, so we can go together", Matt nodded as she smiled.

"Thanks, and I'd love to meet Sister Maggie too. Even though she was harsh and sassy with all but you-"

"Oh she was with me too, even if she is my mother."

Now Daisy's eyes widened and her jaw dropped. "That explains so much!"

"Yeah, she's my mom, found out a few years ago."

"Okay, good for you. Anyways, gonna go talk to my teammates", Daisy walked off as Faith walked next to Matt, arms folded.

"She seems to be getting cozy with you", Faith commented as Matt chuckled at the jealousy.

"We were just in an orphanage together and are friends now, I belong only to you", Matt assured, taking Faith's face in his hands.

"So do I", Faith smiled as they shared a kiss.

Steve was suited up now as he looked at Fred. "So, she's coming?"

"You can bet on it", Fred transformed into Illyria at that very moment, looking completely ready. "They shall feel my grief and rage."

"Let's go", Steve walked out where all were gathered.

Strange spoke first. "The place Apocalypse has raised, I cannot portal us there directly. But I can portal us all close enough."

"All right", Steve nodded, making plans. "The fighters shall all go there through Strange's portals. The bombardment, we need to be ready for it."

"I can deal with the lightning", Thor told them.

"Yeah, we can deal with that", Storm agreed.

"Then that's handled", Logan noted.

"The rest of us will go through, fight anything there that moves, including the Horsemen, and our strongest fighters shall then take on Apocalypse with some help", Steve laid down the plan the best he could under the circumstances. "Let's go."

Everyone nodded and began preparing to get into Quinjets to go to the fight.

"Lilah, Gunn, you two can stay here in case anything happens", Steve then told the two of them, then looked at Lorne, Xander, Anya, Harmony, Betty and Pepper who were staying as they were mostly non-fighters, plus they would look after baby Connor, baby Morgan, Bear the puppy and Miss Kitty Fantastico the 2nd. "Stay with them. I know you can handle yourselves, but I don't want to leave the non-fighters unguarded. I know you two are capable enough."

"Well, I'm a newcomer to the fighting and all that jazz but I'm a quick learner", Lilah shrugged with a wink and nod.

"Good, I'm counting on you", Steve said as Lilah felt…..good. Steve Rogers, Captain America was one of the greatest men to live and the epitome of goodness and heroism. And he'd said he was counting on her.

The Senior Partners treated as a disposable asset. But Captain America and Angel cared about her as a person and put their trust in her.

A hero, the greatest Avenger, their leader, was counting on her.

"Both of you", Steve added, looking at Gunn who nodded.

"Thanks Cap", Lilah said with a genuine smile that Steve returned.

"We will all just have fun with the babies and pets while you're gone", Anya told Steve excitedly before adding. "And pray for you."

"Yeah, good luck guys", Xander said, sharing hugs with Buffy, Willow, Tara, Faith, Peter, Dawn and Giles, as Pepper kissed Tony while Betty kissed Bruce and Harmony kissed Groo.

Tony kissed Morgan goodbye too while Matt and Faith did the same for Bear and Willow and Tara kissed goodbye to Miss Kitty.

"Be careful", Lilah told Wesley.

"I will", Wesley said, the two of them kissing too.

"Yeah, we will all stay here and await your victorious return", Lorne waved from his seat as they waved back to him.

"Come on, let's go together", Peter held out his hand as Dawn held it.

"Yeah, we'll show 'em", Dawn smiled and they kissed.

"So", Daisy cracked her neck. "Let's take 'em on."

Some portals opened as the SHIELD Agents flew in using their Quinjet, piloted by Melinda May and Hunter as Fitz, Simmons, Mack, Bobbi, Daisy and Yo-Yo prepared to get down.

There was powerful lightning which shook them as May steered to avoid. "Its coming directly at us."

"Can you try to avoid it?" Mack asked as strong winds tried to blow them away.

"Trying, not working!" Hunter snapped with gritted teeth.

The X-Men had arrived in their X-Jet too as Storm and Logan piloted it, the latter saying. "This sucks, bub."

"I think Thor's got this", Storm said confidently.

As the lightning storm made to strike the two jets as well as various other Quinjets that arrived, Thor hovered in the air, twirling Stormbreaker with a roar as his power wiped the entire lightning storm away effortlessly.

"Well, now that's gone", Gwen said, looking up from the Quinjet in which she was sitting with Team Angel.

"Yep, but the worse stuff is about to begin", Cordelia sighed.

As Thor made to fire lightning of his own on the flying fortress, he was blasted on the face which staggered him back as War appeared and flew at him, grabbing him and punching his face as Thor punched back, both punches producing powerful shockwaves as the jets had to steer to avoid.

War shot Thor on the face again and he fell to the ground, making it shake.

Steve looked down and commanded. "Anyone who can help Thor, do it right now."

"I'm on it, Cap", Bruce said as he jumped down and transformed into Hulk, landing on the ground with a thud as Thor got back up and deflected a shot from War.

Hulk then picked up War from behind and tossed him away with a roar as the Thunder God and the Green Goliath prepared to battle the Horseman of War.

Electro fired at them again with lightning as Storm wiped it away, but his power was great due to being a Horseman.

"Anyone who can fight that thing, do it", Steve commanded.

Tony looked at his suit, knowing Electro could drain it and commented. "Need to find a fix for that."

As Electro made to fire again, a blast from Willow sent him back as she hovered in the air with Tara, the former glowing red and the latter glowing golden.

"Aha, finally some worthy opponents, our battle shall be legendary", Electro said as he fired lightning but Tara deflected and fired a ball of magic that sent him back.

"Rogue, take the controls", Storm ordered Rogue.

"Yes", Rogue took Storm's place and started operating the X-Jet as Storm flew out. Electro tried to fire at her but she deflected it, smirking.

"How?" Electro asked.

"I'm the Goddess of Weather", Storm shrugged casually as she blew a powerful wind at Electro that he struggled against, then Carol flew from above and punched him downwards before Wanda flew in and trapped him in her red hex magic, struggling to contain him.

"Come on", Willow said when Electro screamed and the lightning blast sent them all back.

Carol flew at him first and punched his face before being punched back, and then she got behind him and tossed him away before the two deflected each other's blasts, and then Willow telekinetically stopped a blast from Electro while Tara fired some enchanted water, making him fly back.

As he tried to fire again, Wanda blocked with her shield and then Storm hurled him back with a wind.

The five heroines continued engaging the Horseman of Famine in an aerial battle.

The Quinjets and X-Jet finally made it towards the flying fortress as Peter noticed Electro properly and his eyes widened. "That's Electro!"

"The guy you were fighting a while ago?" Dawn asked and he nodded.

"Yeah, its him", Peter confirmed.

"Seems like Apocalypse found him of use", Giles said grimly.

"They've got this, they can beat him", Buffy said confidently.

"Yeah, numbers and powers both", Spike nodded as the flying vehicles landed on the ground at last and all of them got out one by one.

Steve looked at them all and ordered. "We go in together. Anything that moves, we take it down."

"Sounds like a plan", Strange agreed as he landed amongst them too.

"Let's go Cap", Tony flew down with Rhodes and Sam.

Steve raised his hand and Mjolnir flew into his grasp as he glowed with lightning.

"Now we can get this shit on", Blade smirked and all of them made their way inside the castle.

Frank noticed Gwen Raiden and she saw him looking at her. "I'm sorry, do we know each other?"

"I met someone who looked like you", Frank finally said, chalking it up to some sort of coincidence, since that's what it would be.

"Did she control electricity or something?" Gwen inquired.

"No, she was a single mom and bartender", Frank informed her as Gwen seemed surprised.

"Doesn't sound like me", she said.

"I said she looked like you, never said she behaved like you", Frank shrugged, all of them now finally walking in through the entrance while the battles outside raged in the dark sky.

"Weird."

They were in now, and it was very dark, the whole place almost eerily quiet.

Dawn raised her hand and a ball of light was formed to help them see. "Let's go now."

Steve nodded, all of them moving forth, trying to watch out for any kind of danger, while looking around as the giant gargoyles loomed over them, seeming like they were watching them.

There were gothic suits of armor everywhere too, clearly ones that belonged to Knights.

The place itself gave a dreary and depressing atmosphere.

Suddenly something struck and sliced Clint on the shoulder quicker than any of them could react before it moved away.

"What was that?" Rhodes asked, Tony trying to scan it.

"Scanner blocked, Boss."

"Well, crap!" Tony scoffed as Clint held his shoulder.

"You okay, Clint?" Natasha asked as she saw the bleeding.

"Just a scratch", he assured her, wincing a little.

"Let's watch out", Simmons said just as the thing struck out again, this time striking Mack on the shoulder as he gasped.

"Mack!" Elena gasped as she, Fitz, Simmons, Hunter and Bobbi knelt near Mack while Daisy and Melinda stood nearby.

"I'll be all right, Yo-Yo", he assured as he kissed her on the lips.

"It is avoiding my senses too", Matt told the rest grimly.

"Meaning we will just have to try to avoid it", Wesley said with a sigh. "Brilliant. Very brilliant."

"Let's just be prepared if it strikes", Angel said just as it struck again but this time it grabbed Kennedy and dragged her into the shadows.

"KENNEDY!" Buffy screamed, trying to go after her but Spike and Faith held her back as they heard Kennedy's screams of agony. They seemed to be echoing everywhere and even Matt's senses couldn't detect her location.

The screaming then stopped and the implications were clear.

While none of them particularly liked Kennedy, in fact they disliked her for her arrogance and disrespectful behavior, they all knew she didn't deserve this.

"Stay together", Steve ordered as he mentally sent up a prayer for Kennedy, deciding forming a huddle would give better protection. "Form a huddle, stick close."

Before they could follow, the thing struck out again, this time at Peter. Only, with his Spider-sense, Peter flipped to avoid in time and fired a web, catching the thing as he pulled to reveal Morbius, all watching him in shock.

"What in the bloody name of God are you?" Spike asked as he, Angel, Blade, Buffy, Faith, Whistler and the rest noted he looked a lot like a Vampire but was still different.

It simply hissed at them and disappeared in a cloud of smoke.

"It looked like a half-breed, but it was human", Illyria noted as she tilted her head, shocking the rest again. "And now it has great power from being a Horseman."

"So a Vampire who is a human?" Faith wondered. "That's new."

As they prepared to fight again, Morbius suddenly appeared in front of Peter via smoke and tackled him as they rolled away.

"NO!" Dawn cried out in concern as she tried to run after him but Buffy held her back.

"We're going", Blade twirled his sword as he struck Morbius from behind, making him screech and turn to him. "What the fuck?"

Morbius grabbed Blade by the throat and tossed him away before Peter kicked him from behind. Then Spike leapt at him with a punch while taking Vamp face, staggering him a little and Angel spin kicked his face, with Buffy elbowing him and Faith kicking him from behind as Matt threw his Billy club and it struck him.

He screeched and struck out at Matt but Luke leapt in the way, taking the blow before punching him back, and then Jessica grabbed him in a chokehold from behind, the two struggling. "You are fucking disgusting."

Morbius grabbed her wrist and tossed her away before Danny punched the ground with his Iron Fist, the impact sending Morbius flying off. As he got up, Colleen tried to stab with her chi-enhanced katana but he dodged in time, though his shoulder was sliced.

As Logan, Dawn, Felicia, Giles, Cordelia, Wesley, Gwen, Groo, Frank, Whistler, Rogue, Kitty and Beast moved to help, they were suddenly hit by psychic blasts in the head, making them grab their heads in pain as they fell to their knees.

Ethan Rayne appeared in the air, smirking down at all as Giles' eyes widened in horror.

"Ethan?" Giles asked in shock. "You? You work for…"

"Yes old friend, he reached out to my mind", Ethan revealed as Mack and Hunter both fired shots at him but he transmogrified them into flower petals when they reached his face. "Promised me power and an eternity of Chaos, while all of you suffer. How could I refuse?"

"So from making magic Halloween costumes to this, you've gone more insane, gotcha", Cordelia quipped as he fired down blasts of magic at them all, making them jump to avoid.

"My power is beyond all of yours. All these years studying the Dark Arts, Rupert, and at last-"

He was cut off when Strange blasted his face, sending him flying off.

"Thanks, was getting tired of the shit's yammering", Logan muttered as he brandished his claws.

"It won't keep him down for long", Strange warned.

"I, Tony, Strange, Hercules, Illyria, Rhodes, Iceman and the SHIELD Team are going to deal with Apocalypse", Steve gave instructions for the fight. "The rest fight these two."

"On it, pal", Bucky agreed as he aimed at Morbius and fired, which he had to avoid, and then he avoided Sam firing pistols from above too while Steve, Tony, Strange, Hercules, Illyria, Rhodes, Bobby and the SHIELD Agents moved further, Tony blasting the recovering Ethan one more time for good measure as he was sent flying off.

"Just to prevent the yammering."

With Steve in the lead, the group rushed through the hallway as some of the guards Morbius had turned before leapt down at them.

"Looks like the Living Vampire thing made an army", Rhodes said as he shot down some while Tony blasted another.

"They are as weak as half-breeds", Illyria scoffed, ripping two of them apart with ease as Bobby hit some with ice blasts, freezing them, and then Mack and Hunter shot them down.

Bobbi brutally shocked one as Simmons chopped off its head and Fitz kicked one away, allowing Illyria to rip it apart.

Elena rammed into one from behind as it staggered to Melinda who spin kicked it away into the air and Daisy hit it with her blast, killing it.

The two nodded at each other with smiles as Hercules effortlessly crushed three in quick succession with his punches and Strange disintegrated some more with a blast of magic.

Steve twirled Mjolnir and brought it down on the ground as lightning from above killed any of the remaining enemies.

"Let's go", Steve ordered as they rushed forwards, soon coming into the very large throne room, where the seats of the courtiers were all empty.

But the throne was not!

On top of it sat Apocalypse, looking down on all of them from what he considered to be his seat of power. The entire group facing him felt the power he radiated in spite of him not doing anything yet.

His very presence was chilling. Not even Glory, Thanos and Magus seemed this intimidating.

"You killed all of my fellow Old Ones!" Illyria roared in rage at him, clutching her fists.

"Just power to awaken me", Apocalypse coldly spoke to her, the group seeing and now hearing him as well for the first time. "Now you know my face."

"Wish we didn't." Tony quipped in response.

"Yeah, better off not knowing", Daisy nodded in agreement.

"It is quite not what I expected", Hunter shrugged, adding to it.

"Humor, you people are full of it. If only it would save you."

"Merlyn." Hercules stepped up.

"Ah, my old friend, the Lion of Olympus."

"Don't do this, please." Hercules pleaded to the larger being, and they were all reminded that Merlyn was once his friend, a close friend by the way he talked to him. "Weren't all those years in the tomb enough for you to know that this should not be? That your goal would kill more than you claim to protect?!"

Apocalypse chuckled as he stood from his throne, showing his height, then he walked down the steps.

"A millennium trapped in that prison proved to me that my conviction could be stronger. The world, the Universe, all of creation itself is sick, and people are it's cancer. They fight, kill, abuse, and squander what was given to them. This is the best course of action, old friend."

"The worst things imaginable have been based on the best of intentions." Steve spoke up. "What makes you any better than all that came before?"

"I am-" Apocalypse stopped and turned in the direction of the fighting happening across the castle as well as outside, sensing it.

As War made to fire at Hulk, he blocked with both arms, gritting his teeth, and Thor then threw his ax with lightning which cut through War's beam and struck him, sending him flying off into the air.

Electro fired lightning at Willow and Tara but they summoned Eldritch magic, transmogrifying it into water instead before Carol punched him away.

He fired at her but Wanda blocked with her hex shield and covering the electricity, fired at him as he was hit and sent flying off as Storm then brought down rain upon him, making him screech.

Ethan fired a bolt of magic as Wesley barely deflected it with a fireball, and Cordelia fired a powerful beam of light at Ethan which he struggled against a little before managing to deflect it to the side.

Beast leapt to strike Ethan but was telekinetically thrown down as he groaned. "Oh boy."

Amanda, Vi and Satsu had been thrown off by Morbius and were moving back to help against them when they heard a screech behind them and turned to see Kennedy, now pale with bloodshot eyes and fangs, blood dripping down her ripped out throat.

Morbius had turned her!

"Kennedy?" Vi called out when suddenly she struck out and grabbing Vi, snapped her neck, killing her.

She then struck at Satsu who recovered in time and barely dodged by jumping out of the way as Amanda drove a stake through Kennedy' chest, fatally wounding her as Kennedy gasped and then fell towards the ground, fading away into dust before her body could actually hit the floor.

Satsu knelt and closed Vi's eyes sadly as Amanda helped her up, then they turned to see the rest battling Morbius and Ethan.

Gwen hit Ethan with electricity from behind as Wesley fired a giant ball of magic which exploded in his face as he came down with Cordelia blinding him by using a flash of light. Giles rushed to strike him down with his sword but was frozen as Ethan smirked, opening his eyes.

"Too slow, old friend. All of you actually."

A blast of magic sent them all flying backwards and they fell on their backs.

He turned to see Morbius battling the rest and laughing at his brutality, called out to the Living Vampire. "Stop toying with them, Morbius."

Logan roared and stabbed Morbius from behind before Blade stabbed him through the chest with his sword.

Morbius gasped, then sneered and turned to smoke, escaping before he reappeared to strike at Peter who flipped to avoid and fired a web which Morbius avoided before a blast of magic from Dawn hit his face, making him screech.

Buffy punched his face as Faith kicked him backwards, with Spike elbowing him and Angel spin kicking him, only for him to suddenly grab Angel and toss him into the rest, throwing them all away.

He struck at Matt who barely dodged but was grabbed by the throat and pinned to the ground by the Living Vampire. Matt grabbed its hand, trying to pry it off his throat as he gritted his teeth.

Then some of Adam's power seeped through, Matt's eyes glowing.

Apocalypse sensed the power coming from Matt. "Curious."

He raised his hand as the heroes in front of him attempted to attack, and instead they were forced in their knees, a violet aura surrounding all of them.

Morbius crashed through the walls and forced Matt's face to the ground as Apocalypse raised a hand and the same aura covers Matt.

"Very curious."

He gestured with a finger and Matt sat up, kneeling, while Morbius moved away from him, sensing his master wanted something from Matt.

"It seems I am not the only one touched by Mephisto."

"Some of us never had a choice." Matt grunted out.

"Neither did I."

Some of the Heroes tried to power through Apocalypse's magic and attacked in spite of the force pushing them all down.

Cap threw Mjolnir, Tony and Rhodes fired, Hercules charged, Strange blasted magic, Bobby fired an ice blast and Daisy fired a vibrational blast of hers, but Apocalypse deflected the hammer back at Steve, making him fly off, then punches Hercules through the floor to the lower levels, deflected Strange's magic blast into a random corner, while the attacks of Tony, Rhodes, Bobby and Daisy harmlessly clashed against him, not affecting him one bit, and they were all sent back.

The heroes started staggering up, Apocalypse looking at them emotionlessly as Daisy aimed her hands and focused her vibrations on Apocalypse's insides, trying to rip him apart from in there to kill him.

Apocalypse sensed what she was trying to do.

"To answer your question, Captain, I have seen your history, I know of your would-be rulers, tyrants, kings, invaders, conquerors. I am not them. I am absolute. I am limitless." Apocalypse pulled Daisy toward himself telekinetically, catching her by the throat as she gasped and tried to free herself to no avail. "I. Am. Apocalypse."

The heroes tried to charge him but were blocked by an invisible force-field as Daisy screamed in pure agony, and in front of everyone's eyes, her hair turned white, and her skin turned pale before turning skeletal, her eyeballs going inside.

"NO!" Melinda screamed as she tried to run to save Daisy, with Elena speeding towards Apocalypse but the force-field sent her back, and Matt, Mack, Fitz, Simmons, Bobbi and Hunter couldn't breach it either.

Steve threw Mjolnir as Tony and Rhodes flew at Apocalypse while Strange tried to wrap his wrist in an Eldritch whip, Hercules leaping back up, Bobby firing ice and Illyria rushing to him, but the force field deflected all of them with a shockwave blast.

Daisy screamed as her skeletal form slowly started disintegrating and in the end, nothing but ash was left as it scattered down to the ground.

Melinda was numb, falling to her knees, a tear dropping out of her eye as Fitz and Simmons were both crying already, and Bobbi covered her mouth with a shaking hand, Hunter looking at the ashes in disbelief, with Elena sliding to a corner, teary-eyed, and Mack's lip quivered while tears trickled down his cheeks too.

Apocalypse returned to his throne and sat down coolly.

Matt grunted in anger, shaking in rage.

"I…won't let you…get away with this…." He snarled and grunted, shaking in rage as the ground shook and flames spewed from him, and the walls started breaking as the rest watched with wide eyes.

The ground started breaking too.

"I….won't….let…..you…." Matt grunted again as flames cracked around again while pieces of the ground flew, and then an aura of fire flashed around him.

"YAAAAAAAAAAAAAAAAARRRGHHH!"

And then Adam the Devil was there. Before Morbius could react, he was backhanded away.

Adam charged Apocalypse who aimed his hand, stopping him with a violet aura. Adam gritted his teeth and roared, falling to his knees, but then he staggered up, forcing himself through it, to the shock of Apocalypse as Adam walked to him.

"Another son of Mephisto, one with promise, no matter." Apocalypse punched Adam down when next moment War crashed through the roof, falling down, injured and unconscious.

As Morbius made to attack again, Hulk leapt in from the roof and punched his face, sending him flying off again while Thor flew down, the rest now moving out of the way as the God of Thunder and Apocalypse faced each other.

Thor roared and charged with Stormbreaker ready, lightning erupting around him.

Apocalypse raised a shield but Thor was able to cut through it, though the former Sorcerer Supreme still dodged the swing in time.

"Thunderer."

He dodged the next two swings, one managing to cut through the armor on his chest to leave a gash, before punching Thor down and stomping on him.

As Ethan Rayne raised Wesley up telekinetically, Electro crashed down through the roof, distracting him as Tara struck his face with a ball of explosive magic, sending him flying off, making Wesley fall back to the ground.

"Let us go help against Apocalypse", Willow said and all nodded, making it into the throne room as Faith saw Apocalypse standing, having beaten down Adam and Thor both.

"No", Faith screamed as she and the rest made to charge, with Thor and Adam getting up to fight as well, only for Apocalypse to raise his hands, freezing time completely with his powers, a green glow coming from him.

He looked between the frozen Heroes, but more particularly, Hercules, Thor, and Adam.

"The sons of my enemies come together. How fitting that you should watch as I finish what I started so many years ago."

Apocalypse then closed his eyes, chanting a powerful spell as Eldritch symbols surrounded him, with magic radiating off of his body too.

In that moment, the Time Stone glowed green as there was a sound resembling the shattering of glass, and the Heroes were all unfrozen, the Time Stone having unfrozen time.

All of them charged to attack Apocalypse together as he stopped the spell he was casting midway through and then raised a shield to block, and a huge explosion went off, blowing up half of Camelot as giant chunks and also smaller pieces of the castle fell off here and there.

Peter coughed, trying to get up, then took off his mask, showing his bloodied face, and looked around, seeing most of the others were wounded and some even unconscious.

Those who couldn't walk were being helped away and some even had to be carried away. Peter heard coughing next to him and staggered up to see Dawn, who had a gash on her forehead.

Peter knelt down and lifted her up bridal style. "I got you, Dawn."

Strange was opening portals through which all of the heroes were going, Steve's voice shouting "FALL BACK!" loudly enough for everyone to hear.

Peter walked to a portal, carrying Dawn who was still breathing, her arms around his neck, and he turned around to see the Horsemen gather around a pile of rubble, before Apocalypse emerged, blasting the rubble apart, and they watched the heroes retreat in fear.

Peter turned around and carried Dawn away through one portal.

The Horsemen made to follow, but Apocalypse stopped them by raising a hand.

"No, they are insignificant." He raised both of his hands as the damages to Camelot were repaired, his own injury from the explosion being healed as well, and he sat upon his throne once more.

"The spell is in effect. Soon, they will be powerless, nothing is strong enough to challenge me now. At last, all those years wasted, I may now protect reality as I should have. With the power, belonging to ME."

Avengers Tower

There was chaos in the infirmary as those who could be bandaged up were bandaged while various others lay unconscious.

Bruce, Helen, Betty and Fred were working their best.

Dawn now lay in bed, a bandage on her head, surrounded by Peter, Buffy, Willow, Tara, Spike, Faith, Giles, Xander, Anya, Felicia and Matt. Miss Kitty Fantastico the 2nd was curled up at her feet while Bear lay on the bed next to her.

Amanda and Satsu sat together in a corner, some bandages on them too, both traumatized from watching Vi die and then having to kill the turned Kennedy.

Tony was hugging both Pepper and Morgan, while Angel and Cordelia sat with Lorne, looking at Connor with sad eyes, and he was crying too, the three trying to comfort him.

Lilah touched Wesley's face, then hugged him as he hugged back, while Groo and Harmony kissed each other, relieved they were still alive, but sad for the others.

The Agents were sitting together. Fitz and Simmons were both holding each other and sobbing, the sight of Daisy turning to ash still fresh in their minds, as Bobbi had her face in her hands, crying too, with Hunter supporting himself using a wall, also weeping.

Elena was crouched on the ground, also in tears while Melinda sat numbly, frozen in shock. Mack touched her shoulder as she turned to look at his grief-filled but kind eyes.

Seeing that, she finally broke down, sobbing into Mack's shoulder over the loss of someone she considered her own daughter.

Matt walked off to the balcony, Faith following him. Matt took off his glasses and started weeping at Daisy's sudden demise, Faith hugging his chest from behind, trying to offer some comfort. Bear leapt off Dawn's bed and walked to them, rubbing himself against Matt's leg, sensing his owner's grief.

Steve, Tony, Thor and Hercules stood with Strange who told them in a voice laced with anger and grief. "He activated his spell, soon enough, all the magic that permeates throughout the universe will be absorbed into him."

"Can you stop it? Reverse time?" Steve inquired, trying to look through all options.

"As dangerous as that is, it may not work. Apocalypse is more powerful than I ever would have thought, his power could match an Infinity Stone. It won't be enough."

"This can't be it…THIS CAN'T BE IT!" Tony snapped, the gravity of the loss getting to him as Steve put a hand on his shoulder.

"I don't have any more answers for you." Strange told them with regret, and a depressing atmosphere filled the room, not that it was any good to begin with.

And then Wong appeared through a portal.

"Stephen," the magic doctor raised his head to see the other sorcerer, his eyes were wide and his tone was unusual, "You need to see this."

Outside, dark clouds covered the sky everywhere in the whole world, blocking the sun and making it look like monsoon permanently.

Chapter Text

Strange along with Steve, Tony, Peter, Matt, Faith, Buffy, Willow, Tara, Angel, Cordelia, Spike, Giles, Dawn, Wesley and Lilah accompanied Wong to the Orb of Agamotto.

Thor and Hercules had both gone out again to protect people from any disasters, with the SHIELD Team going off to evacuate people as well, as a way of coping with Daisy's loss.

They noticed the Orb was focused on England, but steadily moving, tracking Camelot.

"Since Camelot was raised, we have concentrated on tracking Apocalypse. It seems he is content with remaining in the fortress."

"That was actually Camelot?" Tony ended up asking in surprise more than anything. "Where the hell is Arthur and his knights when you need him? I'll even take Morgana if we must."

"Wong, you wouldn't bother telling me this unless something is wrong."

"There is, Stephen." Wong waved his hand on the Orb, and several "cracks" started appearing on it. "Apocalypse started a spell that would drain not only the magic of this world, but throughout the Universe, every ounce of ambient energy would flow into him. Yet, it was stopped, by your efforts, and making our situation all the more dangerous."

"Wait, drain natural magic?" Willow asked and got nods. "That means….."

"We'll lose most of our powers", Tara realized, looking at her hands with a shudder.

"And I…." Dawn trailed off as Peter held her hand, trying to offer some comfort.

"You won't", he shook his head. "You won't."

"We won't let you", Buffy nodded firmly as Willow and Tara exchanged a look, more concerned about Dawn than their powers.

"This just went from a 1000 to 10,000", Cordelia sighed while folding her arms.

"What do the cracks mean?" Angel inquired.

"They are tears into other Universes." Jaws dropped and confused expressions from all.

"You mean…like….another bloody one like ours?" Spike asked and got a nod.

"And there are many more of the sort?" Wesley asked, getting another nod in the process.

"Apocalypse's spell would not have ended in our reality; it would spread throughout the Multiverse."

"A concept about which we know frighteningly little."

"Well, what we do know is there can be different Earths, one where Nazis won World War II, and one where we're all evil", Tony tried to bring the scientific side of the conversation. "And…that's all I got for now."

"The spell would have started not only on Earth, but it managed to affect ALL Earths. When the spell was interrupted, it caused a ripple effect, and those ripples made tears, and those tears are openings." Strange explained to them.

"We'll we be getting visitors." Wong noted.

"Friend or foe, I do not know. I can however theorize that those in closest proximity to the epicentre of the spell are most likely going to be seeing double. That's the best-case scenario."

"There's a worse one?" Faith asked in dread.

"Magic is often temperamental when mishandled. We have the God of Thunder, the Sorcerer Supreme, the Time Stone, and the Spawn of Mephisto all in one room with a legendary Master of Magic, a Nexus Being to boot, if the chronicle speaks the truth, and it does."

"For the uneducated students in the tour, Nexus Being means…?" Peter raised a hand, wanting to get an explanation for the whole thing.

"Merlyn was a vocal point in the universe, connected to the alternate realities, alternate Universes. His fall to evil made everyone at the time quiver in fear at the implications, and now, we are seeing them. With the union of power in that room when the spell was halted, the aftereffects could be catastrophic."

"As if Earth didn't have enough problems at the moment." Matt sighed with an angry scoff, angry and concerned over the whole thing.

"We need to contain this. Find these cracks, seal them up. If we can't and people are already coming through…just pray they're friendly."

"What about big blue?" Lilah inquired, as he was still the biggest problem. These other visitors could be threats, but Apocalypse, who was bringing in this final apocalypse, was still the greatest threat to them in this whole situation.

"He will have nothing to worry about. His Horsemen carry his will and power, and with each passing second, Apocalypse absorbs the magic of this world. Soon, the world's users of natural magic will be powerless, and that is just the start."

"I don't want to know the rest, it won't happen."

"I admire your optimism, Captain Rogers, but now is not the time for speeches."

"Your right, we need to get moving."

"I'll coordinate with Wong, try and hamper Apocalypse's spell and fix the tears. When you find the visitors from other worlds," Strange summoned some Iron Man gauntlets from Tony's suit, then ran his hands over as Eldritch symbols glowed, and they multiplied.

"What did you just do?" Tony inquired.

"This", Strange fired from the gauntlet at Tony and he disappeared.

"What the….." Faith trailed off as next moment they were in another room, a basement to be accurate, with various glass prisons, and Tony was now in one of them.

"Hey, this isn't funny! Let me out Sherlock!"

"Sure Sherlock", Strange shrugged as he let Tony out by turning an ancient dial, the cell disappearing with Tony walking out.

"You do that to me one more time-"

"And what?"

"I'll invite you to be the magician at my daughter's birthday party."

"Not interested", Strange shrugged as he gave the gauntlets back to Tony, and also handed them to Steve, Peter, Matt, Faith and the rest, though in Peter's case it was his web-shooters. "Use these. They'll transport them to the cells in the basement of the Sanctums."

"Got it", Steve nodded. "Now for the Horsemen, let's figure out who they are as well."

"Well, Electro I know, looked him up, Max Dillon, junior electrical engineer assistant at Essex but then fell into a vat with electric eels and got electricity powers", Peter told them what he knew, so now they had info about one of them.

"Okay, that's one and….." Tony trailed off. "Who are the rest?"

"Ethan Rayne, he was once a friend of mine, we used to tamper with the dark magicks", Giles informed everyone. "But then I stopped, he did not. We even used to summon Eyeghon."

"Are you lot insane?" Strange asked incredulously.

"Not so bright teenagers", Giles defended himself.

"Monsters like that are not to be summoned lightly", Wong warned grimly.

"Ethan loved causing messes. One Halloween he gave us all magical costumes that turned us into what we wore", Buffy said, groaning as she remembered that bit.

"Well, good thing I was the Pink Ranger", Dawn smirked, shooting Spike a look as he groaned too.

"I try not to remember that", Spike muttered.

"Think I know why", Angel snickered.

"Oh really? Want me to tell what happened to you?"

Angel stopped laughing.

"Good thing I didn't buy from his store", Cordelia commented.

"And there was the time he gave band candy to adults which regressed them to their teenage selves", Willow reminded, and Buffy and Giles both groaned again due to remembering Giles and Joyce making out.

"Then when he turned me into a Fyarl Demon", Giles sighed.

"So the man basically enjoys causing chaos", Wesley noted, then shrugged. "Not that we didn't already know from his speeches."

"From that to Apocalypse, what an upgrade", Lilah scoffed.

"That's two, what about the other two?" Steve asked.

"The Vampire thing, Ethan called him Morbius", Buffy remembered. "Does anyone know a person with that name?"

"Wait", Tony looked up, displaying a hologram of a 'Michael Morbius'. "This guy was a genius biochemist but had a rare blood disease. Heard he was trying to make a cure."

"Maybe the cure did this to him, we all know what that kind of stuff can do", Peter said with a wince.

"So, a Living Vampire, damn!" Angel muttered.

"Yeah, never thought I'd see the day", Faith shook her head.

"A guy who controls electricity, a Living Vampire, and Ethan Rayne", Buffy listed on her fingers. "That makes 3 Horsemen."

"And 4th time's a charm", Spike quipped. "Who's the 4th one?"

"Who would make a Demon cyborg?" Matt asked no one in particular, but that got the gears moving in the Scoobies' heads, especially Buffy's who reached the conclusion first, her eyes widening in horror.

"It can't be", she said.

"What can't be?" Steve inquired.

"Well, remember the Initiative?" Buffy asked and Steve nodded. "They made a human/machine/Demon cyborg and named him Adam."

"After the first Man?" Matt asked, since he'd done it to his own Adam too.

"No idea why, but he was powerful", Buffy told them all. "And intelligent too due to his data."

"Boring wanker though", Spike scoffed. "Really didn't like hanging around him. Only did because I was evil with a chip."

"We had to combine our essences to beat him then", Willow remembered, then groaned. "And now even….that won't work?"

"Well damn!" Giles snapped.

"That makes four", Strange nodded. "Well, they are not doing anything for now, but if they do, we will let you know."

"For now, we are going to try to contain the tears", Wong told all the others who were gathered. "You all find these visitors."

Strange then opened a portal as he and Wong were off.

"Great, just great, not only the Apocalypse but unwanted visitors", Tony groaned. "Who's up for it?"

"Not up for it but what can you do?" Lilah scoffed.

"Those who are helping with the disasters, let them carry on", Steve told them. "We will try to find these visitors, make plans on how to deal with Apocalypse, and tend to the injured."

"Some of them could help out here", Tara suggested and Steve gave a nod.

"Agreed, we're spread really thin, but let's do it."

Avengers Tower

A while later, all were working to try and track down these disturbances.

"Anything?" Steve asked as Peter, Willow and Tony worked on separate computers using AI, with Cordelia and Dawn helping a little.

"Looking Cap", Tony said. "It takes time, and-"

There were some beeps.

"Think we got some hits", Dawn realized.

"Please, share with the class", Logan offered.

"Well", Peter spoke up first for them all to hear. "There's some weird bald guy who appeared out of nowhere, and is causing havoc, with some woman in a weird suit."

"Could be someone", Steve nodded. "And?"

"Some big creatures in a forest region outside", Tony noted. "Can't get a clear read due to fluctuating energy though."

"All right, that's two, and?" Bruce inquired.

"Some sort of scarred guy ranting crazily somewhere", Cordelia noted. "Here, so we got that too."

"Got it", Frank nodded.

"Then we have some flying guy", Willow narrowed her eyes. "With a pale face, over here. And others like him."

"Well then", Buffy cracked her neck a little.

"And some guy with tentacles on the bridge", Peter narrowed his eyes at that.

"Then we got some guy with magic fireballs over here", Dawn pointed. "Near the pale flying guys."

"Some guy behaving like an animal causing a ruckus in the suburbs", Cordelia titled her head. "And also some muscular guy harassing people at the same area as the scarred one. All of these are reported to have appeared out of nowhere."

"Well, those are too many", Angel noted.

"And we're bloody spread thin", Spike scoffed.

"Some plant-like creature too, as big as Hulk", Tony noted with a sigh. "Think that's all we got for now."

"All right then, let's all split up, and get them, what do you say?" Steve asked and got nods. "Good, now-"

Matt and Faith were swinging on rooftops using Matt's Billy Club as the latter said. "I wonder what we would find there."

"Hopefully nothing we can't handle", Matt told her as they stopped, and then Faith looked ahead on top of a building, where there was a bald man in a trench coat, a target drawn on his head, standing over a wounded woman in a suit.

"You're good baby, I'll give you that", the man said before suddenly producing a card from his sleeve. "But I'm magic."

He threw the card and at that moment, Matt threw his Billy club, hitting the card and deflecting it before running and catching his club while flipping in the air and landing on the same building as the man and the wounded woman, Faith jumping and landing next to him.

"What the….?" The man looked around. "You were….and your suit-"

"Looking for me?"

The man turned around, and Faith's jaw dropped on seeing someone else in a Daredevil suit, and this guy was at least 6 feet tall. His suit was made of red leather, the suit was designed to resemble the Devil, complete with horns on the cowl helmet.

It also came with a red belt and a red zipper. The insignia retained the DD logo on Daredevil's chest. He also had a billy club holster on the right leg.

"You…" the man snarled.

"Bullseye", the other Daredevil cracked his neck before sensing the woman nearby, Matt sensing his heart beating faster. "Elektra…"

Matt couldn't believe it as Faith looked down at the wounded woman, then at the other Daredevil.

"What is going on?" The man wondered. "How is-"

The other Daredevil suddenly ran and flipped in the air, kicking Bullseye on the chin as he was sent flying off and crashing to the ground.

He got up and threw shurikens at all three. Matt deflected with his club as Faith caught it in her hand and crushed it, with the other Daredevil flipping to avoid it.

Bullseye threw a few more, with all three deflecting as the other Daredevil now had shurikens stuck to his club, and he threw it at Bullseye's head where the target was, making him stagger back.

Matt then ran to him and grabbing his head between his feet, flipped him to the ground, making him cry in pain.

Bullseye tried to throw a card but Faith stomped on his hand, making him cry out in pain, then fired a repulsor, and he disappeared.

"What?" The other Daredevil asked. "Where did he go?"

"Somewhere he won't hurt people again", Matt assured before tilting his head. "You're Daredevil?"

"Yes, I am, and you…" he trailed off before turning to Elektra, kneeling to her and holding her face. "Elektra…oh my God, its really you."

"Matthew?" Elektra touched his face lovingly, caressing it. "You seem different."

She looked between the two Daredevils. "Am I dying? Because there are two of you now."

"No, you're not dying, I got you", the other Daredevil hugged Elektra, letting out some tears. "I got you." He looked up at Matt and Faith. "What's going on? I…I sensed a change around me, something ripping apart, and now…..the world has a completely different frequency. How did that happen?"

Faith told him. "You're in a different Universe now."

"What?" Elektra was dumbfounded. "A different-"

"Yes, the dimensions between Universes are breaking and you are ending up in our Universes, from any point of your timeline, based on what Strange said, God I'm getting a headache", Matt shook his head. "You're in our Universe."

"And in this one, you're Matt and Elektra?" The other Daredevil inquired.

"Nope, name's Faith", Faith told the guy.

"Elektra is…gone", Matt said sadly, as even if he'd found happiness with Faith, Elektra was a sore spot always.

"You must have been transported here before your….." The other Daredevil held Elektra's face, and she realized what he meant.

"So I died?" He nodded. "And now you are from-"

"Years in the future, but now I got you, I'm not letting go", the other Daredevil hugged his Elektra. "I'm not, never."

"Think we should get her to medical", Faith pointed out as the other Daredevil looked up at her. "Then we can talk."

Frank Castle was now where they had said the scarred guy would be, as he looked around, gun raised, then heard gunshots go off and ran into the alley, seeing a scarred man having killed some people.

"What the fuck? Where the fuck am I?"

"Russo?" Frank called out, seeing the scars on his face, which were like that of Billy Russo, but amplified so they looked much worse.

Unlike Russo who'd started looking ruggedly handsome in a way, this guy looked completely ugly with those scars on him.

"The name's Russoti", the guy replied with a sneer.

"Oh, great", Frank scoffed as both fired at each other, then rolled away to avoid as they tried to fire again, but neither could hit the other.

"You have the vest! What are you? Some lackey or fanboy?" Russoti asked as he tried to fire again but missed due to Frank rolling behind a dumpster.

"Nope, the real deal, shit-face", Frank sneered as he got up, gun raised, only for a giant muscular Russian man to grab his wrist and twist, making Frank grit his teeth and drop the gun as the Russian headbutted him, making the back of his head hit the wall as Frank fell down.

Before Frank could react, the Russian lifted him up by the throat and threw him to the other side, making him hit the wall as he fell down again, gasping in pain.

Russoti took his chance and aimed to kill Frank, only for another gunshot to hit his hand, disarming him, and he turned to see another guy in a trench coat with the skull vest.

Frank looked up at him too, and this one looked exactly like Johnny Blaze.

The Blaze-Frank raised his gun again but Russoti rammed into him, sending him down as the gun dropped, and decked his face twice. "How are there so many of you?"

Blaze-Frank blocked the third time and head-butted him, sending him back while getting up, looking at the Russian. "You! Didn't I kill you?"

As Russian turned to him, he was suddenly decked on the face by a large, muscular and intimidating guy. This one too had a skull vest, and outside of the Russian, he was the tallest man present in the alley.

He saw Russoti too. "And how the fuck are you alive?"

Large Frank then ducked to avoid Russian's swing and decked his face twice before head-butting him, before being grabbed by the throat and slammed into the wall.

Blaze-Frank ducked to avoid a swing from Russoti, getting behind him, and kicked him down. As he tried to get up, Blaze-Frank grabbed him by the back of the collar and slammed his face into the wall twice, drawing blood.

Large Frank kneed the Russian in the gut twice and decked his face, before Frank grabbed him from behind in a chokehold, clawing his face with his fingernails.

As the Russian sneered, Large Frank grabbed his throat, then decked hard, making him cough before both Franks together pushed him down.

Frank would have killed them, but based on how his doppelgangers talked, it was obvious they'd died in their timelines either way, so best to let it play like that.

Aiming the repulsors, he fired at both the Russian and Russoti, and they disappeared as Blaze-Frank asked. "What just happened?"

"And why are you two wearing my vest?" Large Frank inquired before asking. "And how the fuck is Russoti still alive?"

"I know you two want an explanation, come with me, I'll tell you", Frank told his two doppelgangers, already liking both of them.

Steve and Tony landed in the forest region, with Tony putting Bruce down as they looked around.

Tony quipped. "You would think a big green guy duking it out or just breaking things up would be hard to miss."

That was when a large, 15 feet green creature fell near them and they jumped out of the way to avoid. And their eyes widened on realizing who it was.

"That's…" Bruce pointed at him. "Me! Its Hulk!"

Tony started. "And who thre-"

Electricity went off nearby and they turned to see a being seeming to be made of electricity standing there.

"I think that's our other guy", Tony pointed at it as he flew in the air and fired at it, only it absorbed the energy. "Well damn!"

It leapt and punched him with a forest-y fist punch, sending him flying off as the energy from the repulsor was redirected and launched into him too. "SHIIIIIIIIIT!"

Bruce snarled and turned into Hulk at that very moment, the electricity guy now looking at both Hulks in confusion, and the larger Hulk was confused too as he got up, looking at the smaller Hulk with curiosity.

"HULK SMASH!" Hulk hit the ground with both fists, sending a shockwave as the electricity guy was sent up into the air, and he then leapt at it, slamming it to the ground and punching him repeatedly.

As he made to punch again, the guy managed to punch him away too, and got up, only for the larger Hulk to ram into him. "TAKE IT ALL!"

He lifted up the electricity guy and tossed him away into a corner, then lunged at him but the guy got behind and kicked him before hitting him with more electricity, sending him down.

Steve twirled Mjolnir and threw his shield, hitting the guy and sending him off before catching his shield, then lunged but the guy charged and punched Steve on the face before he could raise his shield, sending him flying off and falling down to the ground…..near something!

Steve saw a large green hand, and stood up to see another Hulk lying on the ground. This one was closer in size to a normal human, and he seemed to be wounded badly, barely conscious.

"Oh no!" Steve gasped before turning to see Tony and the 2 Hulks rushing to fight the electricity guy once more.

Buffy, Willow, Tara, Dawn, Angel and Spike reached the area and saw people running from levitating pale creatures.

"What are they?" Angel asked no one in particular.

"They're Vampires", Tara said as they turned to her in shock. "From a different Universe."

"Damn! They can fly!" Spike quipped.

One of them, the main one, looked down at the group and asked. "Are you here to challenge me?"

"Well", Buffy quipped, brandishing a stake. "I'm Buffy, the Vampire Slayer, so yeah."

The Vampire tilted his head curiously. "You're not Buffy."

"What are you talking about?" Buffy asked in surprise. "I am-" She paused as it hit her. "I'm not your Buffy."

"Who are you?" Willow asked, preparing magic.

"You can call me Lothos", the Vampire revealed with a smirk as all of them got down to the ground.

"Lothos?" Buffy asked, then glared. "Oh you-"

Before Willow could fire magic, a magic shockwave from nearby sent them all falling down and they got up to see a blonde, young man fall down, groaning.

"Bloody hell!" He stood up, speaking in an English accent. "That really and truly hurt!"

Another young man stepped out from the shadows, his hair long. "Well stop stealing my things then."

"But it is so much fun", the blonde one laughed as they fired blasts of magic at each other.

"Attack!" Lothos yelled and his Vampires started attacking.

"Fighting a crowd of Vampires, it's starting to get boring at this point", Dawn sighed and they began fighting.

Peter swung on the bridge, landing on top of a car, as there was a traffic jam right now. "So, where are you, huh?"

Then his spider-sense tingled. He jumped on top of the car in the front, and spotted people running away. He turned to one of them and inquired. "Why are you running? What-"

Up ahead, there was a CRASH! Patches of the highway crumbled in a cloud of asphalt and dust. Peter looked to the front in horror and gasped. "Oh my God..." He knocked on the roof of the car, warning the one inside. "Uh, Ma'am, you should, uh... you should get out of the car." And then he called out to all people on the bridge. "Everybody get off the bridge!"

A driver got out of his taxi as the woman tried to get out too but the door was locked, unfortunately. "The door's locked. Doors- Hey!"

CRASH!

SLAM!

BOOM!

Something was piercing its way through the High Bridge roadway. Something with four giant metal tentacles.

The dust cleared to reveal a middle-aged man in a coat, wearing glasses, the four tentacles attached to his back. Seeing Peter, he smiled wickedly.

"Hello, Peter."

Chapter Text

Logan was in the suburbs where the animal like guy had been said to come. He sniffed blood and walked to an alley to see some dead people, dismembered clearly by something sharp.

"What the fuck?" Logan got down on one knee, inspecting. It almost seemed like….claws?

But it couldn't be him, obviously. Was Victor Creed back somehow? Or was it him from another world or something?

That was when Logan heard a loud roar from the opposite alley. It sounded so…..familiar.

No! It couldn't be!

Logan got up and rushed to the other alley, brandishing his claws, and his eyes widened at what he saw.

Himself!

A muscular version of himself in a black vest. But his eyes seemed full of pure rage, there was no hidden empathy, or any emotion to be honest, asides from berserk rage.

His claws were full of blood, and he was snarling like an animal.

It was him! Only, this one was a complete animal, and had no humanity.

The bigger Wolverine charged Logan with an animalistic roar as Logan roared back and charged too, both stabbing each other in the chests, then growling at each other.

The other one head-butted Logan, slightly staggering him, but was then kneed in the gut, getting winded as Logan ripped his claws out, then stabbed him again brutally before tossing him away.

Logan roared and leapt with claws pointed at the other but it rolled away in time as Logan's claws went into the ground. The other one stabbed him in the neck and getting up, slammed him into the wall.

It ripped out its claws and continued stabbing Logan multiple times, bloodying him. At the last moment, Logan pointed his claws outwards and stabbed the other one in both hands before head-butting it and charging forwards, pushing it back.

He then ripped his claws out and sliced his gut twice, then kicked it down.

As it got up with a snarl, 3 Adamantium claws exactly like Logan's protruded from its neck, making it snarl as the claws were pulled out and it turned around.

Logan's eyes widened on seeing another Logan, just like him, but this one was aged clearly, his eyes having even more pain than Logan's.

Before the animalistic Wolverine could fight the old one, a little girl leapt at him, and to Logan's shock, two claws protruded from each hand of hers, which she then used to stab him multiple times while roaring.

It tried to pull her off when a claw protruded from her leg and she kept kicking his chest, stabbing him with it.

"Okay, that shit is new", Logan muttered as the animal Wolverine threw the girl off and prepared to fight the older Logan, only for Logan to fire his repulsor, which hit the animal one from behind, making him disappear.

"What the fuck just happened?" Old Man Logan asked as the girl got up and walked next to him. She also had a backpack, Logan now noticed.

"I sent him somewhere", Logan shrugged.

"What are you, another clone?" Old Man Logan asked as the girl glared at him, ready to fight him too.

"No, I'm not", Logan raised both hands in a placating gesture. "I'm not, bub."

"Then what the fuck are you?" Old Man Logan inquired, walking closer threateningly, keeping the girl behind him.

"Know about the Multiverse?" Logan asked as Old Man Logan's eyes now lit up.

"Ah, that", Old Man Logan scoffed. "Chuck used to talk about it sometimes. Said something about fucking choices and differences, how something makes a new Universe or timeline, yada-yada."

"Well then, in that case, not too hard, the dimensions between Universes are breaking down, and you two as well as that animal clone, are in my Universe", Logan revealed, surprising the Old Man Logan, as the girl just looked confused. "Yep, you're in mine. I'm you, bub."

Old Man Logan rubbed his forehead. "Would say bullshit but no one can come up with that shit. Would explain how we got here."

"Who's that?" Logan asked, gesturing to the girl.

"Her name's Laura", Old Man Logan revealed. "She's…..she's my daughter."

The lips of the girl, Laura, formed a smile, a sweet, innocent and happy smile. Anyone seeing her like this wouldn't believe she had claws coming out of her or that she could fight with an animalistic rage herself.

"Huh?" Logan muttered, looking between both in surprise. "Well…..shit."

"I know", Old Man Logan sighed.

"Anyways, think you two should come with me", Logan walked forwards and gestured them to follow. "Come on, bub."

"Sure thing", Old Man Logan agreed, seeming a bit at ease now, as he followed his younger counterpart, Laura with him while holding his hand.

Steve, Tony and the 2 Hulks were both thrown back by the electricity guy once more, landing and rolling away.

"Okay, this guy is something else", Tony groaned, getting back up as he took his helmet off. "What are we supposed to do?"

"I'm thinking", Steve said, taking his mask off now as their Hulk leapt and got behind it, grabbing it in a chokehold, both struggling.

The 15 feet Hulk then took a leap, so their Hulk backed off while the 15 feet one leapt at the electricity/forest/whatever guy, his feet kicking the guy's face, making him fly off by many feet and fall down to the ground, rolling away.

"Why doesn't ours do that anymore?" Tony wondered.

"Got mellow?" Steve asked lamely, only for a blast of electricity to send some trees in the area flying off, the electricity guy now returning.

"Oh my God!" Steve groaned when suddenly they saw a flaming jet in the air, flying around at a high speed.

It slowed down, then landed on the ground near them, the flames dying down to reveal a young, blonde and handsome man.

Steve and Tony were wide-eyed in pure shock on seeing him.

He looked exactly like Steve, except younger.

"Cap….that you?" Tony pointed at the younger Steve, who eyed them both up and down, but was clearly shocked on seeing Steve as well.

"Looks like it", Steve muttered, the two Hulks fighting the electricity guy nearby.

"Hey handsome", the younger Steve then greeted Steve, flashing an arrogant smirk. "How do we-"

"Long story, Multiverse stuff", Steve told him.

"Ah, right, Reed talks about that all the time", the younger Steve rolled his eyes. "Name's Johnny Storm, and I must say we should hang out considering how handsome we are."

"Okay, is it just me or does this guy look like you and sound like me?" Tony asked Steve, clearly shocked by Johnny Storm.

"I'm Steve Rogers, and to answer your question Tony, yes", Steve nodded, very much dumbfounded by Johnny, who seemed like a younger version of him with the ego of Tony.

"Anyways, flame on", Johnny turned into flames and flew into the air, only to fire at the electricity guy.

"NO WAIT!" Tony yelled but it was too late as his flames empowered it, and it punched Johnny away.

"What an idiot!" Tony scoffed. "Definitely not you, Cap. Looks aside."

The ground suddenly shook, the plant like creature now rising, looking down at them all and screeching.

"Think we got our plant guy too", Steve noted as the 15 foot Hulk punched it hard, sending it flying off, while their Hulk struggled to hold back the elemental absorbing guy.

Before the plant monster could recover, Johnny fired at it, making it screech in pure pain.

As it went down, Steve took the opportunity and fired his repulsor, the shot sending it away from there into the Sanctum prison.

"What did you do, Stevie?" Johnny inquired, surprised.

"Sent it away where it can't hurt anyone", Steve responded, the elemental absorption guy sending all flying off again with its powers.

"What are we supposed to do to that?" Tony wondered.

Steve thought for a second, then his eyes lit up. "Think I got something." He threw Mjolnir and it fell near the absorbing guy.

The absorbing guy looked at it curiously, before grabbing it, absorbing the power as it turned into metal, lightning cracking off of it.

"Have you gone mad, Cap?" Tony asked in horror. "Is that Johnny guy really your doppelganger?"

"Nice hammer, idiot", the absorbing guy smirked before charging all five of them at high speed.

Steve stood, unfazed, waiting for him to come close. The absorbing guy formed two hammers on both of his hands and ran close, about to strike Steve in the face-

Only to freeze mid-swing.

Everyone but Steve was in shock. The guy struggled to move, but was stuck in spot, Steve now smirking at him.

"The hammer's power can only be controlled by those who wield it, you absorbed its essence, so now I can control you", Steve revealed, arms folded, as the absorbing guy was then thrown into the air and crashed to the ground, groaning. "Now Tony!"

Tony fired his repulsor and it hit the absorbing guy, making him disappear from the area as well.

"Guess he's gone from the area too", Johnny Storm commented as he flew down, landing, the flames coming off of him.

Their Hulk reverted back to Banner, wearing tatters of his clothes and looking impressed. "That was nice thinking, Cap."

"Thanks Bruce", Steve said before they looked at the 15 feet Hulk.

"Its okay, buddy, we sent him somewhere where he won't hurt anyone again", Bruce assured his doppelganger, who tilted his head in curiosity before staggering back, grabbing his head.

Before their very eyes, he slowly reduced in size, roaring and snarling, then turned to a normal man, his clothes also in tatters.

He grabbed his head and sat down. Tony noted he looked a lot like Hector from the 2004 'Troy' film.

"Easy, Hector", Tony raised a hand to assure him they meant no harm.

"What's happening?" 'Hector' asked, still rubbing his head as he looked up at the four of them. "And, are there two of you?"

"Yeah", Steve and Johnny nodded together.

"Are you Bruce Banner?" Bruce inquired.

"Yes I am, and were you just….Hulk?" The other Bruce asked him.

"Yeah, I was", Bruce sat down near his doppelganger. "Look, long story, but, you know about the Multiverse?"

The other Bruce's eyes lit up. "I thought it was just theoretical, you saying-"

"At least he speaks English", Tony sighed in relief as Steve chuckled.

"What does that mean?" Johnny asked. "We all speak-"

"You're dumb", Tony shrugged as Johnny glared but he clearly did not care one bit about it.

"Guys, stop", Steve raised a hand, rolling his eyes at the childish bickering of these two. He wondered how well he and Tony would have gotten along if he was like Johnny in personality.

'Not very well at all', he thought to himself.

"The Multiverse is real", Bruce assured his doppelganger.

"And now barriers between Universes are breaking so you and electricity guy ended up in ours", Tony revealed, the other Bruce struggling to absorb that.

"Huh?" He wondered. "Well….its the craziest thing I've heard in the day, but its all crazy now, considering I can nowadays transform into a green monster on getting angry who grows in size on getting angrier."

"Your Hulk can grow in size?" Bruce asked his doppelganger and got a nod. "We can't."

"Think we should call you Bruce-1", Tony pointed at their Bruce before pointing at the other one, "and you Bruce-2, since otherwise there would be a lot of headaches."

"Yeah, I agree", Bruce-2 nodded, Bruce-1 helping him up.

"So, that's it then?" Johnny asked when Steve got a glint in his eye.

"Wait", he remembered. "I saw another Hulk here."

"What?" Bruce-1 was shocked. "A third?"

"Yes, he was close to humans in size though, think Thor or Hercules", Steve explained to them.

"Wait, Thor and Hercules, like the Norse and Greek Gods of-" Bruce-2 trailed off.

"Yeah, all real here, still atheist", Tony quipped while chuckling.

"Oh boy, can I sit down again?" Bruce-2 asked.

"Me first", Johnny raised his hand. "That's crazier than a planet-eating cloud."

"What?" Steve was shocked again as Johnny shrugged.

"Sit down when we reach our place", Tony said.

"The other Hulk was injured though", Steve told them before running in the direction, the other four running after him before they came across him, still lying wounded.

"Oh boy, he's hurt bad", Bruce-1 agreed, kneeling near him. "He needs help."

"What can we do?" Bruce-2 asked just as the Hulk turned back into Bruce too, still wounded and groaning.

"And that's Bruce-3", Tony pointed at him.

"Bring him to the Tower, I can help", Bruce-1 told Steve and Tony who nodded in agreement, Steve calling his hammer back to him before picking him up.

"That Thor's hammer?" Bruce-2 asked, pointing at it.

"Yeah, I'm worthy", Steve sighed as he twirled Mjolnir and flew off to the Tower with the unconscious Bruce-3.

"This world's cool", Johnny quipped with a smirk.

Buffy, Dawn, Angel and Spike were taking on these new Vampires. Apparently, they didn't dust on being staked, just dropped dead.

"Good thing these sods are not in our Universe", Spike commented as he stuck a stake in one more, then spin kicked it hard, sending it back as it dropped dead right there.

"Yeah, the police investigation would be too much to handle", Buffy agreed, getting behind another one and staking that one as well.

"Couldn't even hide it after a bit", Angel sighed as he staked one more.

"Let's be happy they're not ours, though how does their Buffy do it?" Dawn wondered as she staked another too.

Willow and Tara were helping the blonde one fight the long-haired guy, since he was damaging everything, clearly being the bigger offender.

"Please, just stop", Willow said, blocking his magic with her own, then deflecting it back at him as he went flying off and crashing.

"That was bloody brilliant", the blonde guy cheered her.

"Just wait", Tara muttered as the long-haired guy got back up, and she lifted him with her magic and slammed him into a wall, making him gasp as he let him fall.

"Oh yes!" He cheered again, only for a blast of magic from him to send them all flying back.

As he got up, a guy in a suit suddenly appeared out of nowhere, looking around with wide eyes. "What the…oh bloody hell?"

Willow and Tara recognized him and let out at the same time.

"Spike?"

"Spike?" He asked as he turned to them. He wore glasses and a suit, and his hair were kempt. "No, I'm William-"

The long-haired guy blasted a fireball near them as the blonde British guy pushed William away, making him gasp and scream. "GAAAAH! Who's that and what's his problem? What did I do to him?"

"Stop being a bully, Rack", the blonde guy said as he got up, preparing to fight again.

While the other four were fighting Vampires, Dawn was thrown down by one. It raised its fist to strike her when a stake protruded from its chest, and it fell down, dead, revealing another woman in a black suit with a mask, and white hair that were clearly a wig.

She leapt down, eyeing Dawn with curiosity, tilting her head, as Dawn asked. "Felicia?"

"Nope", the other girl turned and brandishing 2 more stakes, threw them, getting 2 more Vampires that dropped dead.

As Rack tried to strike again, Tara hit him with a repulsor in time, making him disappear.

"What did she do? Where did he go?" William asked, still scared.

"Please stay silent, you are embarrassing yourself", the blonde British guy told him, then turned to the Witches. "But what happened?"

"Sent him somewhere he won't hurt people for a bit", Tara told him.

"Good", he nodded.

The fighting carried on, Lothos ranting. "Oh yes, I am going to-"

He was cut off when suddenly someone punched his face. It was a young man, having a Vamp face. The new guy leapt at another Vamp and punched him, before throwing another off.

"Is that Vamp on our side?" Buffy asked, looking at it.

"Think he is, plus the white-haired girl too", Angel noted, taking down another.

"HOW DARE YOU?!" Lothos yelled at the new Vamp guy. "I will-"

Suddenly, there was a burst of flames, sending them all down. Willow, Tara, William and the blonde guy ran there, wondering who it was.

As they got up, some of the Vamps were incinerated by flames, and they turned to see…..

"Me?" Angel said in shock. The guy looked exactly like him, except his hair were still long, and he wore a yellow trench-coat on him.

"Angel?" Dawn cried out too.

"Nope, name's Liam little girl", the guy introduced himself before killing some more Vamps with his fireballs.

"Bloody hell Liam, its you!" William cried out in surprise.

"Hello William", Liam greeted him, snapping his fingers as one Vamp was sent high into the air and crashing downwards.

Buffy raised her stake and it fell on that, dying and she let it fall.

"Is that….." Spike looked William up and down. "Oh God no!"

"What is going on?" William wondered, seeing Spike looked like him.

"Multiverse stuff, Watcher", Liam revealed to William, all of them hearing him. "And its very, very annoying."

"Watcher?" Spike was even more shocked now, looking at William with a dropped jaw. "Damn! I cannot believe that in another Universe I am part of the Council of wankers!"

"Hey! We fight evil!" William said as Spike started laughing.

"And I'm a magician", Angel noted, looking at his alternate self.

Lothos was down and getting the opportunity, Buffy hit him and a few more Vamps with repulsors, getting them all as they were gone.

"Good riddance", Liam scoffed, waving his long hair.

"So, what's the Multiverse?" The white-haired girl asked, before looking at Dawn, then Buffy, her eyes betraying some emotion. "And-" She took her mask and wig off, revealing she looked exactly like Dawn. "And why do I have a twin here?" She turned to Buffy. "And, how are you still alive, Buffy?"

"Multiverse, young girl", Liam said.

"And we got 2 Angels, 2 Spikes, a Willow and a Tara too", the other Dawn said, everyone looking at her in shock. "And name's Dawn Summers, the Vampire Slayer, and Black Cat too."

"Dawnie?" Buffy was shocked. "You're the….."

"Yes."

"Wow!" Dawn said, awed by her Slayer self.

"Anyway, Multiverse means you got many Universes, all with doppelgangers, same or different looking, and due to barriers breaking down, you're all in our Universe", Willow gave them the rundown.

Spike turned to the Vampire boy. "Who are you?"

"Well, the Multiverse talk is a bit weird, though I kind of know a bit about it due to magic friends", the guy said before revealing who he was. "Name's Xander Harris."

Jaws dropped.

"You're Xander?" A nod. "And a Vampire?" Another nod.

"And you're Buffy, Willow, Spike", Vamp Xander looked around. "You all look different. Don't know any Tara or Dawn though. Have heard of Angel, never met him."

He looked at Spike. "You're a good Vamp here."

"Well, I'm fighting bad guys, aren't I? Oh! And I have a soul!" Spike smirked.

"I have one too and I got it first", Angel spoke up from behind him as all rolled their eyes.

"So I've a doppelganger who is a Vampire with a soul, not the worst thing at least", Liam commented, then turned to William. "You got the same."

"This is…" William bumbled. "This is so strange!"

"You're a disgrace!" Spike scoffed to William.

"Are you a Vampire with a soul?" Dawn asked Vamp Xander.

"Yeah, my Willow and Jenny saved me", Vamp Xander said. "Plus, half-Vampire now."

Angel and Spike exchanged a look, and so did the rest.

"He's like Blade then", Buffy realized what he was.

"So, am I stuck in your Universe?" Slayer Dawn asked while raising her hand.

"Just for a bit", Tara assured her.

"And who're you?" Buffy then asked the blonde one.

"Think he looks nice", Willow whispered to Tara.

"I agree as a lesbian", Tara nodded.

The man held out his hand. "Name's Rupert Giles, but call me Ripper."

Now all eyes widened in shock again.

"Giles?" Buffy asked and he nodded. "Giles?"

"Yes, why?"

"And now he doesn't look nice", Willow whispered to Tara, because it was Giles!

"Not to me either", Tara nodded with a sigh.

"You're her Watcher here", Dawn said to him.

"You were in my world too", Slayer Dawn added.

"Bloody hell! Can't believe I actually became one!" Ripper scoffed angrily.

"What? It is an honor!" William snapped.

"Shut up!" Ripper sneered at him.

Angel then heard something. "Someone's here."

"Yeah, I heard it too", Vamp Xander nodded as they made their way to a dumpster, and got behind it to see a cowering woman.

"Whoa! Don't kill me!" She raised her hands, looking up-

"Cordy?" Angel was shocked.

It was Cordelia, in a lab coat, wearing glasses with her hair in a bun.

"Angel?" The new Cordelia was surprised. "That…" She looked between them all. "There are two of you? And Buffy? Willow? Tara? Dawn? How many we got here?"

"That's Cordy?" Vamp Xander asked.

"Cordy, this is gonna be hard to explain", Buffy knelt near her.

Willow started. "You see, there's the Multi-"

"Aha!" The new Cordelia realized, then babbled. "So the Multiverse is real and not theoretical, and I'm in an alternate Universe, and there are more doppelgangers here. Got it!"

Everyone from this Earth was shocked.

Cordelia was a scientist and nerd!

"She's…..me and Fred!" Willow gasped as Angel helped nerd Cordy up.

Tara sensed something from the opposite alley. "There are more."

They made their way, and saw 2 women making out, hot and heavy, not paying attention. Then they stopped and turned as eyes were wide again.

It was Willow and Tara!

Willow wore leather and looked seductive. Her eyes widened on seeing them. "You lot…."

"Its Vampire me!" Willow gasped, realizing it was the same one from before.

The others' jaws were still dropped. The new Tara wore leather jeans, and a low cut top, exposing her stomach, as well as her cleavage.

Buffy pointed at her. "Are you a-"

"No, she's not", Spike shook her head. "Hot though."

"…Yeah", Buffy nodded, not disagreeing.

"I'm….." Tara trailed off, looking at her doppelganger.

"Sexy? Oh yeah", sexy Tara winked with a smirk.

"Am I in your world again? Well, at least ran into this sexy skank and we started making out", Vamp Willow sighed in relief. "Better than dying."

"You know she's a Vamp, right?" Slayer Dawn asked, pointing at Vamp Willow.

"Yeah", sexy Tara nodded.

"And you don't care?" Dawn then asked.

"Should I?"

"Oh, stop interrupting my fun time", Vamp Willow said as she made to charge, William and nerd Cordy screaming, but Willow hit her with a repulsor and she was gone too.

"Where did she go?" Sexy Tara asked, looking around. "Come on, I was having so much fun!" Then she saw Willow and her own doppelganger. "Well, I got a double too. And another one of you. Maybe I can have fun with you two, come on-" she leaned closer but Buffy held her back.

"Nope, maintain distance", Buffy said, all weirded out.

"Is there anywhere we can crash?" Vamp Xander inquired.

"Yeah, there is, let's go", Angel told them, he and the Scoobies leading the visitors with them.

"What's all this?" William was confused by the giant buildings and modern technology. "I cannot-"

"Shut up", Liam scoffed, making him groan.

Peter was confused by the man in front of him.

"Hi? Do we... do I know you?"

The guy asked him. "What have you done with my machine?"

Peter's confusion only increased. The guy knew his name and was thinking he'd done something to his machine. "Your mach- I don't know what you're talking about? I don't- What machine?"

The guy raised one of his metal tentacles, pointing it forwards. "The power of the sun in the palm of my hand. It's gone!"

Peter tried to placate him. "Listen, sir, if you stop smashing cars, we could work together and I can help you find your machine."

The guy was done now. "You want to play games?" One of his tentacles pierced the roof of a nearby car. The passengers scrambled, as the guy flung the car at Peter. "Catch!"

Peter flew backwards, dodging the empty vehicle, as another car was immediately thrown in front of him - this one FULL OF PEOPLE!

Peter attempted to stop it, but both he and the vehicle were spun over the bridge. As the family inside reeled, Peter ran across the length of the spinning car, webbing it to the underside of the bridge. He ripped a side door open.

The woman whose driver had left was finally able to open her door, but- SLAM!

"Agh!"

The door was pinned against a K-Rail. She still couldn't get out.

Spider-Man was now on top of the bridge, alongside the family he'd just saved. "It's okay. You guys are good, you're safe, get out of here!"

The family quickly ran off.

THUNK!

One of the tentacles grabbed Spider-Man, wrapping him tight in its grip. "You think your fancy new suit's gonna save you?" Another tentacle claw clutches Spider-Man's head and flung him into the woman's car - forcing the vehicle over the edge of the bridge, the woman still trapped inside!

Tentacle guy then hurled Spider-Man through a highway sign, crashlanding into a truck's windshield. His tentacles skewered a car engine - it exploded - as he relentlessly pursued Spider-Man.

"I should have killed your little girlfriend when I had the chance."

A fist pierced through the truck, Peter climbing out and crouching. "What did you just say?"

The guy muttered to his tentacles. "Really stubborn, isn't he?"

A Daily Bugle helicopter from nearby witnessed it all as Peter flipped, dodging blows from the guy's tentacles, then leapt and slammed him onto a car, about to punch before the guy grabbed him with the tentacle and slammed him on a car.

Peter freed himself and flipped, avoiding the tentacles as the guy grabbed 2 cars on either side of Peter, slamming them on him but he leapt away in time as the cars crashed against each other.

Peter fired a web onto a highway sign, tentacle guy following. Peter jumped down and flipped before kicking him.

The woman stuck in her car cried out. "Spider-Man! Help!"

Spider-Man turned, spotting the woman's teetering car. He leapt towards her, but- THUNK! THUNK! The guy's tentacles grabbed Spider-Man's arms in a vice, as another tentacle latched onto the Daily Bulge Helicopter.

Tentacle guy Spider-Man up towards the rotating blades of the helicopter, Spider-Man fighting against it, until- He webbed two cars, yanking them towards the highway sign, crashing into tentacle guy.

The tentacles released, one hitting the helicopter and sending it flying off to a distance, and Spider-Man made a break for the woman's car.

Tentacle guy grabbed cement pipes off a nearby truck and swung them over his head, directly into Spider-Man's path. Peter flipped, somersaulted or swung on webs, avoiding the pipes and tentacles.

Spider-Man was nearly at the woman's car. "Don't worry, ma'am! I'm coming!"

He was slammed into the side of a car by one of the pipes. He quickly recovered and took off, the woman's SUV beginning to fall.

"SPIDER-MAN!" The woman gasped, clicking her seatbelt on—The guy flung a car at Spider-Man, who flipped backwards, arching over the roof of the thrown vehicle until- SPLASH!

The car barrelled into impact attenuators full of water. Spider-Man quickly webbed the woman's car as it fell!

He was dragged along behind it, but he grabbed onto the edge of the bridge with all his might, as the car plummeted to the train tracks below!

The vehicle stopped just short of a moving freight train! Inside the car, the woman trembles in shock, as Spider-Man webbed the car securely to the bridge. Then lowered himself to her door. "Ma'am? Just stay calm. Just take a deep breath. Are you okay?"

"No!"

Spider-Man turned, seeing tentacle guy approaching. A tentacle grabbed Spider-Man and yanked him away. As he was whipped around, he said to the woman. "I promise... I've got this... all under... control..."

Tentacle guy smashed Spider-Man through the bridge, then pinned him against the underside. He used a tentacle to remove the mask, and now tentacle guy stared in confusion.

"You're not Peter Parker."

"Ugh, I am so confused right now."

From inside of her dangling car, the woman saw Peter's face as well.

"Hey, Doc Ock, up here."

Tentacle guy aka Doc Ock looked up to see…Iron Man?

"Mr. Stark?" Peter was confused, because Tony had gone to the forest with a different suit, this was the nanotechnology one. And his voice was different.

"What are you, a robot?" Doc Ock launched the tentacles at him, the guy not trying to dodge, as he ripped off some nanotech.

"Suit compromised", a voice like JARVIS said to that Iron Man.

The nanotech began to meld with Ock's tentacles, transforming them into a hybrid of Ock's AI tech and Stark's nanotech. "Nanotechnology. Whoever you are, you've outdone yourself."

Suddenly, the tentacles seemed to be malfunctioning. "What's happening?"

JARVIS said to Iron Man. "New device detected."

A holographic image of Ock's tentacles appeared on Iron Man's control panel. He pushed several buttons until...

"Pairing new device."

The Iron Man suit was connected. Tony was now in control of the tentacles!

Doc Ock said to his tentacles angrily. "You don't listen to him, you listen to me!"

Iron Man tested the connection - the tentacles followed his every move. Peter laughed, relieved.

"Hey." Iron Man waved at Doc Ock. A tentacle claw waved back. With the connection secure, Iron Man launched a tentacle arm at the woman's dangling car. Ock swung at Peter, but he couldn't even get close.

Peter laughed, as Iron Man gently rotated the tentacles...

"Hey- Hey! Listen to me! No, not him, me!"

Iron Man carefully set the woman's car, Doc Ock, and Peter back on top of the bridge.

Peter put his mask back on and ripped off the woman's car door. "Ma'am, are you okay?"

She was shaken but relieved. "I saw your face. You're young."

Peter's eyes widened as he tried to come up with something. "I won't tell anyone. You're a hero."

Peter was relieved and nodded in appreciation. "Thank you."

She then pointed at Doc Ock. "Hey you! Not okay! Unbelievable!" She looked up at Iron Man. "Good job."

As she walked off, Doc Ock tried once more to grab Peter. But yet again, he was held in place by his tentacles.

Iron Man landed on the ground. "Hey! Hey, hey, hey- Until you stop trying to kill anyone, I'm in control, buddy. Of this whole tentacle situation you got going on here. Okay?! Now who are you? What is going—"

"You're not the Tony Stark of here are you?" Peter asked the new Iron Man.

"Aha, I was wondering just that when I saw your face, you look so different from my Spider-Man", Iron Man's mask removed to reveal a middle-aged, handsome man, who still looked fit, and had a light beard. "Name's Tony Stark. Genius, billionaire, philanthropist, former SHIELD Agent and playboy. And looks like the impossible is possible."

Peter took in the look of this new Tony Stark. He had a beard like the Tony he knew, but outside of it, he looked completely different.

His face resembled that of Ethan Hunt from the 'Mission: Impossible' movies.

"Well, Tony, barriers between Universes are breaking, so you're in mine", Peter told him. "Not to worry, we'll fix it."

"Think something big must be going on for this to happen", Ethan-Tony muttered as he wrapped a tentacle around Doc Ock, holding him in place.

Peter's spider-sense alerted him to the horizon as JARVIS said. "Flying object is coming here, boss."

"What kind?"

"Some kind of glider."

DINK, DINK, DINK! A pumpkin bomb landed on the road.

BOOM-BANG!

The bomb detonated!

Peter and Ethan-Tony looked up, as from out of the smoke and flames came an evil cackle, then a guy in a green suit of armor. Perched atop his glider.

Doc Ock's eyes widened in horror and shock.

"Osborn?"

As the glider flew towards them, he threw another pumpkin bomb.

Sweet Dreams by Eurythmics plays

A guy with long, silver hair, wearing glasses, walked onto the highway, but from his perspective, everyone else was frozen in place.

Running to a tentacle, he grabbed it and with his momentum, hurled it at the armored guy, then catching his pumpkin bomb, put it under the glider, and then he stood next to Peter and Ethan-Tony.

BOOM-BANG!

"GAAAAAAAAAAAH!" Armored guy yelled as the tentacle hurled him away and the explosion threw his glider off too, sending him down.

Peter and Ethan-Tony then noticed the new guy next to them and gasped as the former asked. "Where did you come from?"

"Super-speed, buddy, and you're welcome", he gave a bow with a smirk.

"What's your name?" Ethan-Tony inquired.

"Peter. Peter Maximoff", he revealed.

"Peter?" Peter was surprised. "And Maximoff?"

"Yeah, you know me or what?"

"Peter Maximoff", Peter told him. "This is gonna be a bit confusing, but please come with us." Peter fired a web at Ock and he disappeared.

"Where did he go?" Ethan-Tony asked.

"I'll let you know, but both of you, come with me", Peter said, leading both of them away.

Chapter Text

Matt, Faith, Matt-2 and Elektra were in the Sanctum prison, seeing or hearing the various villains that had been trapped in there by the rest.

Elektra had been healed of her wounds by medical supplies in the place.

Bullseye was roaring at them. "Oh I'm gonna stab you all in the eyes! Bullseye!"

"Here I thought Dex was a drama queen", Matt muttered with folded arms, finding this bike thug version of Bullseye a pretty over the top person. And not in a good way.

"So your Bullseye was called Dex then?" Matt-2 inquired.

"Yes, he was", Matt confirmed to him.

"FRANK? WHERE ARE YOU?!" Russoti was shouting.

"Shut up!" Faith snarled at him. "Stop making noise!"

"So, I was dead?" Elektra asked Matt-2, still absorbing the info. "Like, "dead" dead?"

"Yeah", Matt-2 nodded, the pain still fresh in him, as he held out his hand which she grasped. "You were, it has been a few years on my side."

"The breaking barriers pulled you and Bullseye from before you died", Faith explained to them, before gesturing to Matt-2. "And him from present day."

"Yeah, Space and Time, all are breaking", Matt agreed with a sigh.

"Either way, I'm here now, and not going anywhere", Elektra assured Matt-2 as they shared a kiss, Faith feeling happy for them, and Matt as well.

Elektra then asked Matt and Faith. "And your Elektra is dead?"

"Yes", Matt said sadly. "First time, she took a blow meant from me from Nobu of the Hand."

"The Hand?" Elektra inquired.

"You don't know about it?" Faith was confused.

"I do know of it, but haven't been in any direct conflict", Elektra confirmed to the group.

"Guess that's another enemy to fight on going back", Matt-2 realized with a sigh.

"The Hand brought her back as their own weapon, but she broke through at the end, died in a building collapse", Matt told the other two. "And that was it."

"I'm sorry", Elektra sympathized with him. "Must have been hard."

"It was", Matt confirmed.

"Don't think she'd have blamed you though", Elektra assured Matt, before turning to Matt-2. "Because I don't blame mine." She finished. "I know, probably doesn't mean much, but I assure you I speak what I feel."

Matt considered for a bit, then said. "That actually means a lot, thank you." Elektra nodded. Matt grasped Faith's hand. "And I have someone else I love very much now."

"And that one ain't going anywhere", Faith added with a smile as she and Matt shared a kiss.

"At least I'm glad never to face your Fisk", Matt-2 then said. "I mean...he sounds like something."

"It took everything I had to beat him, considering how he had the FBI in his pocket, and the criminal underworld before that", Matt told him. No matter how many supernatural foes he faced, Fisk's intelligence and resources put him up with them all.

"Yep, mine decided to keep my identity a secret because he was too embarrassed to admit a blind man beat him", Matt-2 said, which made them all chuckle a bit.

Frank returned during that time with Frank-2 and Frank-3.

"Aha, now there's more of you too", Faith noted, then shot Frank-2 a look. "And you look just like Johnny Blaze?"

"Blaze? That guy's a stunt motorcyclist on my place", Frank-2 told her, still confused about the whole thing.

"He was one here too, before Mephisto", Matt shrugged.

"This Multiverse thing is a pain to think about", Frank-3 noted, looking at all the imprisoned villains, including Jigsaw.

"FRANK!" Jigsaw screamed.

"He's as bad as Russo", Frank commented. "Of course that guy was a traitorous rat bastard."

"Sorry to hear that", Frank-2 told him, as Frank had told both about Russo's betrayal here when they were sharing backstories.

"These are other heroes of your world?" Matt-2 inquired.

"One Frank is", Matt confirmed. "The other 2 are his doppelgangers."

"Like we said, many of all popping up", Faith told him, getting a nod.

"Peter, where's Peter?" Ock was now wondering, looking around everyone.

"BRUCE!" David Banner yelled

"SHUT THE FUCK UP!" Frank screamed at all of them, cocking his gun. "Or this goes through all of you."

"Yeah, and I'll add some of my own", Frank-3 lifted a bigger gun while cracking his neck.

"Damn! That guy's big", Faith muttered, looking Frank-3 up and down.

"Definitely wouldn't mind putting bullets through you lot", Frank-2 nodded, glaring at the Russian.

"So, they kill?" Matt-2 asked.

"Yeah, they do, but we don't question each other nowadays, so don't question", Matt shrugged, Matt-2 deciding not to pester more.

"2 Reds, huh?" Frank looked at Matt-2. "You're taller."

"Yeah I know."

"Not to worry, if I was going after tall guys, I'd go for Robin", Faith whispered to Matt and both shared a snicker at that.

"Good God, you lot can't even let me make out with a hot girl", Vamp Willow said as she suddenly appeared between them, banging the glass and baring her fangs.

"Willow?" Matt recognized her voice.

"Oh you, Red's Vampire doppelganger, they told me about you", Faith remembered, then looked at her. "Back again, huh?"

"Oh, you're hot too, wanna make out?" Vamp Willow asked. "Or I can drink you."

"Nah, not interested", Faith told her with a little wince. "Even if the leather looks…..like something on you." She turned to Matt. "Gonna try to purge it from my mind."

"All of you, stay where you are", Frank warned them.

"Or what, gunman?" Lothos inquired.

"We won't hesitate to kill", Frank-2 shrugged coldly.

Avengers Tower

Steve landed with Bruce-3, Tony coming in a few seconds later with Bruce and Bruce-2, as Johnny landed as well. The two Bruces had gotten some clothes which Tony had bought for them on the way.

"Nice place, better than our Tower actually", Johnny commented, looking around with a smirk. "I wanna have this."

Cordelia, Fred and Natasha appeared, then looked between both Steve and Johnny.

Cordelia started. "Is it just me or-"

"Yes, you're seeing double", Steve confirmed with a sigh.

"That's a doppelganger", Fred realized with wide eyes.

"You look younger though", Natasha noted.

"Yup, and hotter too, flame on", Johnny activated some flames in his hand, smirking. "See? Name's Johnny Storm."

"That's it, right?" Cordelia asked.

"Yeah, I know it rocks."

"Eh, seen better", Cordelia shrugged as Johnny sputtered.

Fred suddenly turned into Illyria, shocking Johnny and Bruce-2. "You look like Steven, but you reek of arrogance and stupidity like all other humans. It sickens me." She turned back to Fred.

"Whoa….what…." Johnny trailed off.

"Nothing, she loves voicing her opinion", Fred told him.

"So, you got two sides too?" Bruce-2 asked.

"Yes, and you are?"

"Oh, he's another Bruce", Bruce told her, shocking the group again.

"Huh? We really are getting double", Natasha noted.

"And this guy is Bruce too, we're taking him to the infirmary, get Cho on him", Tony said as Fred nodded, going to do just that.

"Might need some gamma radiation", Bruce added.

"Gonna leave him here for now, then let's go to the Sanctum", Steve said.

At the Sanctum, Angel and the Scoobies arrived too, with their doppelgangers.

"Wow, you got a lot", Faith noted, taking in all of the doppelgangers, as did Matt and Frank. "Whoa! D, that you?"

Slayer Dawn nodded. "Hey Faith. You're not psycho, are you?"

"Not anymore", Faith shook her head.

"Spike? Angel?" Faith noted the two guys.

"Call me Liam", Liam shrugged, swaying his trench coat.

"I am William, Watcher", William held out his hand, Faith looking at him strangely. He put his hand back and looked around at the people in cells. "Those are magic cells?"

"Yeah, they are", Liam nodded.

"Blimey, this is bigger than your stuff", William commented. "All of this is so...I am..."

"Could you try to tone down the awe?" Spike asked William, clearly annoyed by him.

"Now look here mate", William started. "I am a Watcher and you-"

Spike took Vamp face and William backed off in fright, getting some eye-rolls.

"And this is why I never liked you", Liam said to William with a scoff.

"Hey! I thought we were friends!" William said indignantly.

"In your dreams."

"Good to know some things never change", Angel smirked and chuckled as Buffy shot him a look so he shut up.

"Cordy?" Faith was surprised.

"Hey Faith, not mine I know, but hi", nerd Cordy waved, then looked at the cells. "So, these cells, they're made of what? Some sort of indetectable and transparent metal or-"

"You're a nerd?" Faith asked, shocked.

"Yeah, caught us by surprise too", Willow told her.

"Huh? Multiverse is truly strange", Matt realized.

"Yeah, nerd Cordy, now I've seen it all", Faith muttered.

"You got more of you and Frank too", Buffy noted, looking at them as she saw the one who looked like Blaze, before seeing Elektra. "You another Faith?"

"No, I'm Elektra", Elektra introduced herself as Angel shot Matt a sympathetic look.

"T?" Faith looked Tara up and down, jaw-dropped. "You're-"

Even Frank looked at her for a few seconds, and the other visitors were also taken in by her clothing.

"Hot and sexy, I know", sexy Tara winked, walking to Faith. "What do you say, you and I-" Then she noticed Vamp Willow and walked to her cell. "Oh hey there!"

"Hi", Vamp Willow smirked, now looking turned on.

"Okay, now I've seen it all", Faith finally said.

Sexy Tara turned to the rest. "Open this cell, I'm going in. We'll play the 'Dungeon' game in there."

Everyone looked at each other weirdly as Tara rubbed her forehead. "Please tell me this is a dream."

"Sadly, no", Dawn told Tara with a wince.

"Why, Goddess why?" Tara wondered as Willow patted her back.

"Stay away from the cells", Frank-3 warned sexy Tara, who looked indignant, but backed off nonetheless.

"This is no fun", Vamp Willow sighed.

"I know right?" Sexy Tara agreed.

"She is a Vampire who kills people", Faith told sexy Tara.

"And I'm supposed to care because…." Sexy Tara trailed off. "Right, the killing." She turned to Vamp Willow. "Don't kill people."

"Why's that?"

"It's wrong."

"But I love tasting blood."

"Get animal blood."

"No fun."

"I won't make out with you."

"Hey! I thought you liked me!" Vamp Willow was a bit angry now.

"I do, but come on, stop hurting people, its not right", sexy Tara requested her.

"And now it has gone into nightmare territory", Willow muttered to Tara, the others still dumbfounded.

"Yeah, I wanna wake up", Tara sighed.

"What is going on?" Faith wondered.

"This is next level weird", Elektra groaned.

"Eh. Seen worse than this", Liam scoffed, then turned to Vamp Willow and sexy Tara. "You two wanna make out?"

"Yes", both said at the same time.

"Well then, stop eating humans and she might do it with you", Liam shrugged.

"What if I don't?" Vamp Willow scoffed.

Liam smirked and his eyes glowed as he chanted in Latin with Willow, Tara, William and Ripper recognizing what he said. Vamp Willow gasped as she felt something in her head and fell to her knees, holding her head.

She then stood up, growling. "What did you do to me?"

"A chip. If you hurt humans, it will hurt you", Liam revealed, arms folded.

"Bloody hell!" Spike realized, shooting Liam a look, then backing off. "That's…"

"You can do that?" Buffy was shocked.

"Not much I can't do", Liam smirked cockily.

"It will hurt her only if she tries to hurt humans, right?" Sexy Tara inquired, sounding concerned.

"Yep, only then", Liam assured. "And you can take it out…..you have magic, right?"

"Oh yes", sexy Tara conjured some magic in her palm.

"Knew it", Tara sighed, still wondering what had made her doppelganger go down this new kind of road.

"Who are you?" Matt pointed at Vamp Xander.

"Oh, I'm Xander, half-Vampire", Vamp Xander said, taking Vamp face before coming back to normal.

"Whoa! Xan-man's a Vampire? Now that's new", Faith muttered, completely in shock. "Multiverse is so weird."

"You're Faith, huh? Look different from mine", Vamp Xander told her.

Faith looked at Ripper. "And who are you, handsome?"

"Oh I am Rupert Giles but call me Ripper", he introduced himself as Faith now looked weirded out.

"Not handsome anymore", she muttered.

"I will get you Ripper!" Rack screamed from his cell.

"I'll shoot you first", Frank-2 cocked his gun at him.

Logan then came in with Old Man Logan and Laura, Old Man Logan looking around at the cells. "This is magic?"

"Yeah", Logan nodded.

"Looks like bullshit", Old Man Logan scoffed.

"Seeing is believing, bub", Logan shrugged as then they noticed X-24 in a corner cell, screaming and trying to claw his way out.

"That evil you?" Buffy asked Logan, pointing at X-24.

"A fucking clone", Old Man Logan scoffed, glaring at it.

"And this is Laura", Logan introduced her to the rest before introducing them as well. "These are my friends."

"At least you have some", Old Man Logan sighed sadly, as he had lost almost all of his.

Peter entered with Maximoff and Tony-2, just as Steve, Tony, Bruce, Bruce-2 and Johnny arrived too.

"Whoa! Now we got two of you as well!" Dawn said, looking between Steve and Johnny.

"Oh yeah, name is-"

"Johnny Storm, he does 'flame on' a lot", Tony cut him off as Johnny glared but Tony shrugged carelessly.

"You're all hot, I'm hotter", Johnny commented to the ladies, turning into flames for a bit.

"Right, nice pickup line...for teenage girls", Faith smirked and Johnny was thrown off again.

"Am I losing it or are the ladies here dense?" He wondered.

"You never had it", Buffy folded her arms, making him sputter again.

"I am Tony Stark", Tony-2 waved at the rest.

"Whaaaaaaaa?" Tony looked at Tony-2 in shock. "You're….."

"So you must be my doppelganger", Tony-2 looked him up and down. "I look better."

"Hey! You made nanotech?"

"I did."

"There we go", Buffy muttered, looking between both as Peter and Dawn shared a hug and kiss, Slayer Dawn seeing it.

"Whoa! There's another Dawn here!" Peter looked at her. "And you're dressed like Felicia."

"Slayer and Black Cat", Slayer Dawn waved.

"Huh? And you Cordy?" Tony pointed at her.

"Yes, the Multiverse is so fascinating, and nice Universe you have here", nerd Cordelia said excitedly.

"Right, so a Cordy who behaves like Fred, gotcha", Tony muttered, looking at the rest.

"Liam."

"William the Watcher."

"Rupert Giles, Ripper."

"Xander Harris, I'm half-Vampire."

"Got it", Steve nodded, then he, Tony, Bruce and Peter all looked at sexy Tara strangely.

"Boy!" Peter muttered, surprised.

"I know, I'm hot", sexy Tara made an erotic pose and winked.

"Oooh, that was a turn-on", Vamp Willow smacked her lips.

Willow and Tara shared a strange look.

Steve saw Old Man Logan. "Hello."

"You are?"

"Steve Rogers."

"Right."

"A Vampire Willow too, huh?" Tony noted.

"So we got all the bad guys trapped here", Tony-2 noted.

"I am Peter Maximoff", Maximoff waved, introducing himself to them all.

"Maximoff?" Tony asked and got a nod. "You run fast?"

Next moment, Tony's watch was gone and Maximoff held it up, smirking cheekily.

"Hey! Give it back!" Tony snatched it from him as Maximoff snickered.

"And I am Bruce Banner", Bruce-2 introduced himself to all of them.

"So many doppelgangers, I'm about to get a headache", Spike muttered, groaning angrily.

"And we have a Daredevil and 2 more Punishers", Steve noted, looking at them all. "You look like Johnny Blaze."

"So I've been told."

Steve then looked at Elektra. "And you are-"

"Elektra."

"Right."

"What is going on here?" Ock asked as he walked to his cell's edge.

"You're in a different Universe, Octopus wannabe", Tony told him.

"What?"

"You know a Spider-Man who is Peter Parker?" Peter asked him.

"Yes."

"You know me?"

"No."

"That's what I'm talking about", Peter said.

"Who the hell are all of you?" Ock asked, looking at all of them.

"Bunch of people wondering what to do about this mess", Tony said to him.

"Yeah, what mess?" Vamp Willow asked, baring her fangs.

"Uh, I'm sorry, what was your name again?" Peter then asked Ock, pointing at him.

"Doctor Otto Octavius."

A beat, then... Peter laughed, and so did Dawn, Buffy, Faith, Johnny, Maximoff, Slayer Dawn, nerd Cordy and sexy Tara.

"Wait, no seriously, what's your actual name?"

He just glared at them all.

"Anyway, I think there are some more we missed", Peter said, looking at them all.

"Who else?" Buffy wondered.

Tony got a beep and looked through on his hologram.

"Nice one, I got the same", Tony-2 told him.

"Yeah? But its useless here", Tony shrugged, one-upping him now as Tony explained to the rest. "...disturbance near a military research facility outside of the city. And witnesses say that they saw a monster flying through the air."

"That's got to be the guy we saw on the bridge right?" Peter asked Tony-2 and Maximoff.

"That's impossible."

All of them looked up at Doc Ock in his cell. Peter moved towards him.

Steve inquired. "You know something?"

Peter realized what. "You know him, don't you? On the bridge, you said his name."

"Norman Osborn. Brilliant scientist. Military research. But he was greedy. Misguided."

Peter shared looks with the rest as Tony-2 said. "We had one on my Earth too."

Angel then asked. "What happened to this Osborn?"

Ock lunged forward, straining against the tentacles holding him in place as the 3 Franks raised their guns at him.

"Back off!" Frank spoke for all three.

"We tire of all your questions and threats!"

"Wow, this guy has a complex", Slayer Dawn said, looking at him. "And so do those tentacles."

"There's more, some Vampire woman appeared out of nowhere", Tony read through. "And a giant Lizard downtown, went into the sewers."

The Scoobies now exchanged looks as Tara started. "A giant Lizard….."

"Are you all thinking what I'm thinking?" Willow asked no one in the Scoobies in particular.

"Anything you wanna share with the class?" Maximoff asked.

"Could be another Curt", Peter nodded.

"We're getting him", Spike looked at Buffy. "Come on."

"Yeah, we can, just need to get a shot", Buffy nodded.

"I go after the Vampire woman", Angel raised a hand. "I can do it. Don't worry."

"I'll get the disturbance", Peter then said.

"We can stay here and coordinate", Steve assured.

"BRUCE!" David yelled again.

"Hello father, enjoy your stay there", Bruce-2 told him angrily.

"That's your dad?" Bruce asked in shock as Bruce-2 nodded.

"Yeah, yours isn't like that?"

"He was not a good guy", Bruce said sadly. "He was very cold, never hugged me or said anything nice, so we parted ways. Never seen him for years now."

"Good for you", Bruce-2 glared at David. "I remember now. He tried to kill me as a baby."

That got gasps and glares as Matt said to him. "You're really disgusting."

"If not for the Multiverse crap, would shoot your worthless ass right here", Frank-2 snarled at him.

"He deserves the worst", Willow agreed with a nod.

"Yes, you are truly disgusting", Ripper sneered at him.

Even Tara had her limits. This was one of them.

"How could you try to kill a baby, your own son?" Tara asked him.

"Only the best survive!" David Banner ranted crazily, making them all share angry looks.

"I'm sorry", Faith said to Bruce-2 in sympathy.

"Thanks."

Peter looked at the rest. "Okay. Um... I gotta go." He turned to Tony. "Where am I going again?"

"It can't be him", Ock then said.

"Why's that?" Faith asked.

"Because Norman Osborn died. Years ago. So either we saw someone else. Or you're flying out into the darkness to fight a ghost."

Peter seemed unsettled.

"Well, my mentor is a ghost and lived with us for months, so..." Matt shrugged, not caring about that.

"You're lying", Ock snarled.

"No I'm not", Matt shrugged.

"Your mentor's a ghost?" Matt-2 asked, even more shocked.

"Yeah, he died, then came back as one to annoy us all more."

"Huh? And I thought my life was strange."

"Wait", Elektra raised a hand. "Apparently, I was pulled before my death." She looked at Peter. "Maybe this Norman guy was too."

"Makes sense, Space and Time all broke so random points from everywhere", nerd Cordy babbled, the rest still trying to get used to her.

Peter was later swinging while talking to May on phone. "Look Peter, I'm worried. This Apocalypse and now these visitors-"

"No, no, no... May, we gotta find these guys. Its what we do."

May gave what seemed like a resigned sigh. "Well, finish your mission and then come by once."

"Will do."

The call was cut.

Angel walked into the alley, looking for their visitor, trying to sniff. Hearing something behind him, he turned and grabbed a hand that was about to stab him with a stake. It belonged to-

"Darla?" Angel was shocked.

"Angelus", Darla sneered, kneeing Angel and tossing him to the wall. "How are you still alive?"

Angel raised a hand. "Look-"

She kicked him and threw him at someone's feet. Angel looked up to see Faith.

"Faith?"

"Angel?"

Angel stood up, standing next to her as Darla walked to them.

"What are you doing here?"

"Don't know, just came out of nowhere and saw that one beating you."

"Right, you're not my Faith", Angel realized there was another visitor here. He noticed she was dressed like a cheerleader to some extent.

"Not yours? What-"

Darla grabbed Angel by the collar and threw him down, getting on top of him.

"Faith," punch, "can you," punch, "lend a hand," punch, "please?"

"Sorry, hun bun, fighting reeks of negative waves, so to keep positive, I never fight." Faith-2 said with a shiny smile and peppy tone that left Angel so confused that he didn't even register Darla kicking his ass, he was just too shocked.

"Go, Angel go!" Faith-2 cheered while whooping.

"Darla, stop!"

"No Angelus-"

"I'm not Angelus! I'm Angel!"

"And?"

Angel grabbed her wrist, stopping her. "Is Angelus dead?"

"I dusted him myself."

"Well, I dusted Darla", Angel told her, making her eyes widen. "Yes, I did. And she came back much later, became good, gave birth to my son, and sacrificed herself for him."

"What are you talking about?" Darla was confused.

"You're in a different Universe, one where I got a soul and became good", Angel said, realizing what kind of Universe she was from. "I'm serious. I'm not lying."

Darla looked conflicted, then backed down. "Can't make up something like that."

"You have a soul?"

"Yes, cursed by gypsies for drinking their favorite daughter."

"I killed her where I'm from."

"Yay, we're all friends now", Faith-2 cheered, running to them and hugging both. "And what's this about different Universes?"

Angel and Darla exchanged a confused look.

Spike and Buffy were moving through the sewers, looking around as Buffy asked. "You get anything?"

Spike sniffed. "Doc?" He sniffed again. "Think he's close."

"How close?"

"Very."

Next moment, Curt Connors aka Lizard from a different Earth leapt behind them and as they turned, he kicked both down.

They rolled away to avoid his stomps as Spike got behind him and grabbed him in a chokehold while taking Vamp face, struggling with him.

Lizard managed to throw Spike off as Buffy spin-kicked him, and then flipped behind him, kicking him once more. He turned and struck, but she ducked to avoid, sliding away.

Spike slid between his legs, getting on his other side, and grabbed him from behind once more in a chokehold, both struggling.

Buffy took aim and fired her repulsor, making him disappear as Spike landed.

"And that's done", he commented.

"Yeah, let's go back", Buffy said, the two walking off.

Spider-Man swung along high-tension power lines strung between giant transmission towers.

Dawn said into the laptop. "Keep an eye out on the trees. We don't really know where this guy is."

"Yeah, be careful", Tony-2 agreed. "Could be anything."

Spider-Man's cell phone was duct-taped to his chest so the others were getting live feed of his swinging.

Dawn commented on the phone screen. "I genuinely don't know how you do this without throwing up."

Spider-Man swung down from the power lines, landing in a dark forest. He walked forward, on alert... when something moved through the trees!

"Did you guys see that?"

"Um... no?" Ripper said. "Perhaps it has some sort of cloaking device or something?"

Willow and Tara shot him a surprised look. "What?"

"You like technology?" Willow asked.

"Yes, it is the future", Ripper shrugged.

"Damn right it is!" Tony-2 nodded.

"Wow! Stuff is different", Tara realized before turning to the laptop. "It's really dark. The guy could be hidden."

More rustling, now in the trees behind Spider-Man.

"He was right there", Matt said, having heard it. "Now he's gone."

"Yeah, would have been better if we went too", Matt-2 said.

In the distance, an owl called. The wind whistled through the trees.

"Okay, okay, okay..." Spider-Man continued on, searching, when- He stopped, spider-sense flaring as an eerie blue light crackled behind him.

"What's happening?" Faith asked.

Dawn asked as well. "Peter, what is it?"

Spider-Man readied his web shooter. Three glowing rings appeared.

"Spider-sense getting anything?" Dawn asked.

"He got Spider-sense? He is a human spider or-" Johnny started.

"Shut up" Liam snarled at him.

Spider-Man quickly turned to see a blue ghost. Hovering above the power lines, drawing energy from them. He seemed to have a spectral form.

"Are you guys seeing this?"

Dawn nodded. "Yeah..."

Tony-2 noted. "Not Osborn."

"Yeah, didn't look like that", Maximoff agreed.

"Definitely no. He was green, this guy's blue." Peter called out. "Uh... you wouldn't happen to be from another Universe, would you?"

No reply, save for the crackling bursts of electricity.

Bruce-2 asked. "What's he doing?"

"I don't know. It looks like he's charging."

Dawn shook her head, concerned. "I don't like this. The power seems like that Electro guy. Just web him."

Spider-Man magic-webbed at Electro... But the web went through his spectral form and hit a tree.

WHOOSH!

A huge tree appeared in a cell, crunched into the confines of the space!

"That's not an Edera Demon", Vamp Xander said, looking at the one that was there.

This new Electro jolted awake. He spotted Spider-Man- Electro blasted bolt after bolt at a retreating Spider-Man. On his cellphone screen, the others tried to direct him.

Johnny was saying. "Peter, go left! Left, left! Left, go- Left, yes!"

Dawn got annoyed and asked Johnny. "What are you doing?" She turned to Peter. "Go right!"

"Guys! This is not helping!"

Electro suddenly appeared before Spider-Man. With a blast, he sent Spider-Man tumbling to the ground.

The laptop screen sputtered, losing connection.

Dawn was concerned. "Oh, no, no, no... what happened? Peter?"

Johnny gulped. "Uh..."

"Peter!"

"You okay?" Matt inquired.

Spider-Man writhed on the ground, reeling from the blast. Suddenly- Electro charged at him, shooting another bolt, when—

A wall of sand whirled up and took the brunt of the shock... out of the swirling mass, a face appeared.

Peter was awed. "Whoa!"

The sand-face guy said. "Peter, it's me! Flint Marko! You remember?"

Peter realized this was another visitor who knew a version of him. "I'm Peter, but I'm not your Peter."

Flint was confused. "What do you mean you're "not my Peter?" What the hell is going on?!"

Peter assured him. "I'll explain everything. But first, can you help me stop this guy?"

"Okay."

"You try to surround him and I'll pull the plug. All right, let's go!"

Spider-Man webbed and swung back up into the fight, Flint aka Sandman acting as a wall of protective sand around him.

Electro launched electricity bolts! Sandman turned into a sand typhoon, swirling around Electro. Spider-Man landed on a transmission tower, dodging blast after blast of electricity.

Sandman's face appeared in the swirling typhoon. "I can't... hold him much longer!"

"I got it, I got it!"

One by one, Spider-Man webbed the various transmission towers... pulling back.

SPARKS!

The lines began to rip.

Electro's body grew dimmer as he drew less and less power.

Spider-Man severed the last power line and was thrown back, slide-landing onto the ground. Electro expended his seemingly last blast- before falling to the ground.

Sandman appeared at Spider-Man's side as he peeled off his mask. "A different Peter. Weird."

Peter slaps Sandman's hand. "Thanks." Sandman's hand scattered in the wind. "Sorry."

Sandman assured. "Don't worry about it.

Electro was now in human form. Peter noted unlike the Electro who was Apocalypse's Horseman, this was one was black with a beard and some hair.

The one Peter knew was white, bald and clean-shaven.

This new Electro, who was naked, looked around, remnants of electricity crackling down his arm. "I got my body back."

Peter called out to him. "Hey, um... this is gonna sound really crazy, but uh... this isn't your Universe."

"Another Universe?"

"Uh-huh."

Sandman asked. "What?!"

Electro realized. "That's what I was feeling. The power, it's different... I like it!" His eyes flashed.

Sandman raised a hand. "Easy, buddy."

Electro then suddenly asked. "So what? Y'all just gonna stand here and act like I ain't butt-ass naked?"

Sandman shrugged. "I am."

Peter quickly looked away. "Uh, no, no... uh... I uh—" Peter looked aside, seeing a utility shed with some line worker clothes inside.

WHOOSH!

Electro materialized in a cell in ConEd clothes.

"And we got him", Matt-2 noted as Dawn noticed Lizard had appeared too.

"Dr. Curt too", she said.

"Dr. Connors?" Faith called out as Lizard looked at her, then turned away.

"How is this room so big?" Nerd Cordy wondered. "Is there some sort of quantum sp-"

"Its magic", Tara shrugged as nerdy Cordy shrugged.

"Never understood it."

Doc Ock and Vamp Willow waved to Electro and Lizard from their own cells.

Sandman was spooked. "What was that? What did you just do to him?"

"No, no, no, it's okay, it's okay, it's okay…"

"Did you kill him?" Sandman was becoming angry.

"Whoa, whoa, whoa, listen, I can explain everything. You just have to trust me, please just trust me—"

"I don't trust you! I don't know you!" Sandman lunged at Peter who fired his magic web shooter.

WHOOSH!

Sandman was gone.

Sandman materialized in an empty cell. Furious, he pounded his fists against the barrier. "Ugh, what is this?!"

Electro shrugged. "You picked the wrong side." Electro heard laughter and looked over, spotting Lizard. "Connors?"

"So it is a version of him", Dawn confirmed it now.

"Was your version good or bad?" Slayer Dawn asked.

"Bad first because of confusion and lack of control, then good", Dawn told her.

Ock asked Electro. "Wait. You know this creature?"

"Everyone else seems to know everyone else", Vamp Willow scoffed.

Electro said to Ock. "No, no, no, no... not a creature."

"Same Universes here", Elektra realized.

Electro explained. "Dr. Curt Connors. He was a scientist at Oscorp when I worked there. A brilliant scientist. Until he turned himself into a lizard. Then he tried to turn the whole city into lizards, it was crazy!"

Lizard spoke up. "It wasn't crazy, Max. It was the next step in human evolution."

"So the dinosaur can talk", Johnny commented.

"Lizard", Dawn corrected him.

"Right."

"How was yours?" Tony-2 asked.

"He was our teacher, didn't have an arm, did experiments, became Lizard, got possessed by an evil entity, but we helped him, he died a hero", Dawn told them all sadly.

"Died?" Lizard was shocked, then turned to Max Dillon. "Speaking of which - what happened to you? Last I recall, you had bad teeth, glasses, and a combover. Did you get a makeover? You know I can give you a real makeover."

Max muttered. "Let me guess, into a lizard?"

"Exactly!"

Sandman asked. "Would you two just shut up?! Where are we?"

Ripper started. "It's complicated-"

Faith shrugged. "A Wizard's dungeon."

Max was shocked. "A Wizard's... a Wizard's dungeon?"

Tony-2 muttered. "Weird, I know. But no one can sugar coat it."

Dawn nodded. "Yes, it's literally the dungeon of a Wizard."

"As strange as it is to you", Matt added.

"Magic, all this talk is annoying!" Bullseye suddenly snapped. "I will kill you all for locking me in this place with these weirdos!"

The 3 Franks raised their guns and he sat down.

"Look, you can keep your magic", Max showed his glowing hands. "I want a taste of that new energy I just felt."

The overhead lights flickered.

"You want to give people lizard makeovers?" Sexy Tara asked Lizard.

"Yes."

"That's too far, even for me", sexy Tara commented as the rest, especially Willow and Tara, looked weirded out.

Dawn's phone rang. She answered. "Oh, Peter, hey!"

Peter was on the phone, surrounded by downed power lines. "Hey, uh... did those guys come through yet? There should be an electric guy and a sand guy."

Dawn confirmed. "Yeah, they're all here and locked up. Dr. Connors' doppelganger too."

"Oh", Peter muttered, wiping his face, thinking about his own Curt. "Okay, perfect. I'm gonna just stay here for a bit and try and fix some of this damage so JJJ doesn't blame it on me again."

"Okay."

"But hey, I uh... I couldn't do any of this without you people so... thank you."

"Yeah, of course."

Vamp Xander inspected the tree in one of the cells and turned to Dawn. "Hey, ask him if this is, like, a tree monster, or like a scientist that turned into a tree? Because not an Edera."

"This Xander is dumb, mine had a brain", Vamp Willow muttered.

Max added. "It's just a tree, man. Just a tree."

In a deserted alley, Norman Osborn desperately tried to cover up the Goblin Glider with trash.

"Coward! We have a new world to conquer."

Norman turned, seeing the Green Goblin mask hanging on a nearby dumpster. He trembled with fear.

"You make me sick."

Norman begged. "Leave me alone. Please…."

"Hiding in the shadows. Hiding from who you truly are."

Norman yelled. "No!"

"You can't escape yourself!"

Norman picked up a brick and smashed the mask. He ran off, Green Goblin's cackling laughter echoing around him.

Chapter Text

Logan led Old Man Logan and Laura to a very special place, hoping it could help him. His older self was coughing quite a bit, probably due to age and a weakened healing factor.

"Here", Logan stepped aside, allowing his doppelganger and Laura to see Xavier's Institute once more.

Old Man Logan's face seemed an emotionless mask but his eyes, his eyes told the whole story. He looked like he had seen a ghost.

Laura, on the other hand, looked awed and smitten. She hadn't seen anything like this before.

"Sorry we all died on your world", Logan told his older self, as Old Man Logan had told him all about the death of the mutants, and how Laura had come to be, alongside other mutant kids. "But here, we're going strong, bub. And we plan to stay that way"

"Guess having other superheroes around helps", Old Man Logan commented, walking to the school, Laura holding his hand, Logan walking after them both as they opened the gate and entered the fields.

Old Man Logan saw some mutant children playing while others practiced their powers. It was mostly a happy atmosphere, as the disasters caused by Apocalypse had subsided in this part of the world at least, and the people here were unaware of him, other than a few who chose to keep it secret to not disrupt the atmosphere.

They had powers, but all mutants here were students, not everyone was part of the X-Men.

They walked further in, some students confused by the two lookalikes. Bethany Chaulk noticed them and walked to the group. "Uh, Logan, who is this?"

"Doppelganger."

"Right."

"Hey, bub", Old Man Logan waved, gesturing to Laura. "You wanna go with her?"

Laura seemed hesitant as Bethany said. "We've food, and games to play, come on, it will be fun."

The girl looked at Bethany, specifically her eyes. And she got sincerity from those. So she let Old Man Logan go and held Bethany's hand, who led the girl away to have some fun for once in her life, as she needed it.

She looked back and waved at the two Logans who waved back, with Bethany giving them a reassuring thumbs-up before moving away with Laura.

Old Man Logan coughed again, Logan asking. "You okay, bub?"

"Yeah, bub, just age, and weak healing factor", Old Man Logan told him, looking around at the school. "Good to see this place still running, sorry about Charles, Scott and Jean though."

"Sorry about everyone", Logan told him honestly. "So, what will you do once you get back?"

"Probably go with them", Old Man Logan responded, now believing the whole deal with 'Eden', as this experience had restored some long-lost hope in him. "Would work best for me."

"Seems like it", Logan agreed with a nod of his own.

Giles, Gunn and Gwen led some people to safety on a Helicarrier before noticing a wall about to fall on an unconscious child.

"Oh bloody hell!" Giles snapped, all three running towards him, but they were not going to make it in time.

Then a young, short man appeared out of nowhere, grabbing and saving the child as the wall fell behind him, with another taller man walking next to that man.

The short one raised his head and Giles' eyes widened on recognizing him.

"Daniel?"

"Hey Giles", Daniel 'Oz' Osbourne greeted with a nod, handing the kid to Gwen who took him away.

"You two know each other?" Gunn asked, looking between Giles and Oz.

"We do, he is an old friend", Giles cracked a smile, holding out his hand which Oz shook.

He then introduced the man next to him. "This is Jack Russel. Also a werewolf."

"Ah, nice to meet you", Giles held out his hand which Jack shook.

"Same here."

"Name's Charles Gunn", Gunn introduced himself as he shook hands with both too.

Oz then asked. "So, another apocalypse?"

"The biggest one. It's the Apocalypse."

"Right."

"Caused by a former Sorcerer Supreme."

"What's that?"

"The head of an organization called the Master of the Mystic Arts, he is supposed to be the most powerful Sorcerer in existence."

A beat.

"Okay."

"Really, that's all reaction you have?" Jack asked Oz, surprised, since he was very shocked.

"Daniel isn't much to react", Giles chuckled fondly to which Oz just nodded.

"We go from town to town, trying to find werewolves and help them", Jack explained their goal. "And now this has happened."

"Would you like to come with us? The others would love to meet you again, besides, we need all the helping hands we can get", Giles offered Oz.

"Sure", Oz agreed. "How's Willow?"

"She's good. She and Tara got married about a year ago", Giles informed Oz, who simply greeted the info with a nod.

After his second departure, Oz had accepted he and Willow could have been something in an alternate Universe or timeline, but in this one, they weren't meant to be. She was happy with Tara, both she and he had moved on.

That was when Wanda returned, using her powers to telekinetically put some unconscious people in the Helicarrier, then landed.

"She's the Scarlet Witch, right?" Oz asked.

"Yeah, that'd be her", Gunn confirmed as Wanda walked to them.

"We got everyone", she said, then noticed Oz and Jack. "Who're these?"

"That's Oz, he's an old friend of ours, and that's Jack Russel, both are werewolves", Giles made introductions.

"Werewolves, huh?" Wanda commented.

"Good to meet you", Oz held out his hand, getting a feel like Willow from her for whatever reason. Perhaps because she too was a red-haired girl with magic, a different kind of it. Someone in a shell who had only now come out of it.

Wanda shook his hand, smiling. "You too."

"Let's go off then", Jack shrugged and all of them walked off towards the Helicarrier to go back to base.

Angel returned to the Sanctum prison with Darla and Faith-2, having explained the whole deal to them.

"Oh my God! This place is like, incredible!" Faith-2 was saying happily. "Though we can put up some banners!"

The people were shocked again by the doppelgangers as Angel said. "Guys, meet alternate Darla and alternate Faith."

"Huh?" Faith looked her alternate self up and down, seeing the cheerleading outfit. "You're the Slayer?"

Faith-2 said in a very cheerful tone. "I don't like the term "Slayer", it's a totes mood killer. I prefer being called the Helper, I help, I'm strong, and if you ever need someone to hold your pyramid or open a jar of pickles, I'm your Helper!"

Matt's jaw dropped, Buffy's jaw dropped, Dawn's jaw dropped, Slayer Dawn's jaw dropped, then everyone else's jaws dropped.

Except Faith who was just annoyed. "Someone kill me and end this nightmare." She whispered to Matt.

"She doesn't fight either, total pacifist", Angel added.

"How do you not fight while being a Slayer and survive?" Liam wondered.

"Oh its all good, the power of positivity keeps evil away", Faith-2 said in a cheery tone, then saw the imprisoned doppelgangers. "And you got all the bad ones. Woohoo! Way to go guys!"

Everyone was groaning at this point as Doc Ock said. "That enthusiasm is infectious…..in a bad way."

"Yeah, really, I remember the Master drank you in our world", Vamp Willow scoffed, looking at Faith-2 and Faith both, then said to the former. "Wish he drank you instead."

"Hey come on! Don't be such a mood killer. If it means anything, I don't hate you for this", Faith-2 assured Vamp Willow.

"Come on, hun, play nice", sexy Tara smirked and winked.

"Would you say the same in bed?"

"Nope."

"Nice."

More groans.

"So you're Darla", Spike looked at her. "I'm guessing you have a-"

"Yes I do, and I heard you and Angelus, sorry, Angel, had their souls in this world", Darla noted.

"The doppelgangers are giving me a headache now", Buffy muttered, and unlike Angel's team, she had only met Darla when she'd first come to Sunnydale, when Darla was evil. She had never seen her change.

"Hopefully there aren't any more", Slayer Dawn added.

"If there are, just put them here", Frank gestured to the cells.

Frank-3 was silent as he noticed that Darla was an exact lookalike of Angela Donatelli.

Matt wondered what this ensouled Darla was like, considering their Darla, at her best, was capable of sacrificing her life for her baby. This Darla might just be what their Darla could have been but never got the chance to be.

The eyes of David Banner opened as he groaned, feeling weak and in pain, but knew he was alive. He sat up a little, only for Fred to appear. "Uh, hi."

"Hi", David greeted back, confused. "Where am I?"

"This is gonna be hard to explain but you're in a different Universe because barriers between Universes are breaking down and you got sent to ours", Fred explained to him.

It took him a moment to process all that.

"Oh…oh….the Multiverse is real?"

"Very real."

"Wow! Thought it was just theoretical."

"And we know you're Bruce Banner. We have one of our own, and another one fell to this Earth too. The other two brought you here for treatment", Fred explained to the guy, who was trying to process it still.

"My name is David Banner."

"Oh!"

"But these Bruce Banners turn to Hulk?"

"Yeah."

"Right, no one's hunting me here, right?"

"Some people were, not anymore, you're a hero, part of the world's greatest superhero team."

"Really?"

"Really, this is their base, but anyway, take some rest for now", Fred put him back down on bed. "Your healing factor seems weaker than the other two, so just rest for a while. We gave you a bit more gamma, seems to have worked."

"Okay, thank you for the help, what's your name?"

"Winifred 'Fred' Burkle", Fred gave her name before walking off as David closed his eyes to rest and heal, happy he had survived and found himself in a more accepting world, even if it was just temporary.

Peter swung down, looking at his handiwork - power lines held together precariously with a lot of webs. His phone vibrated with a call from May. "Hey, May."

"Hey, Peter. I'm at work and um…." She whispered. "One of the guys you're looking for just walked in."

After returning to New York, May had started working at FEAST, an organization to help relocate people who had lost their homes due to Thanos' snap.

Spider-Man swung past the sign, landing at an alley near the shelter. Changing to normal clothes, he quickly ran inside, searching frantically. "May! Where's May?" A food service worker pointed Peter towards the kitchen.

"Thank you!"

Peter took off, rounding the kitchen door to find... May having tea with Norman Osborn! No armor. He was dressed in ill-fitting clothes from the donation bin. Nursing tea in a mug, he looked tired, disoriented... even fragile.

May saw Peter and told Norman. "Ah, hey, here he is! Norman, this is my nephew." Peter was totally thrown.

"Norman Osborn? I thought that you—"

"I saw Spider-Man in an ad for this place. And I thought he could help me. But you're not him."

Peter inquired. "Wait, so you want Spider-Man's help?"

May told Peter. "He... he just wandered in."

Norman told them both. "I didn't know where else to go. Someone's living in my house. Oscorp doesn't exist. My son..." A beat. "Sometimes I'm not myself. I'm... someone else."

May nodded. "Uh huh."

"And every time he's in control, I can't remember."

May inquired. "Who is that?"

"And now I'm here—"

"Who's "in control?""

"-In this place—"

May asked a little more forcefully. "Norman, who's in control?"

It didn't work. "-In this city, and I don't know—"

"Uh huh."

"-I don't know why, what's going on with me? And I don't—"

May tried to calm him, comfort him. "Okay, okay, okay..."

"It doesn't make sense."

May pulled Peter aside. "He's lost. And I don't mean just in the cosmos, I mean in his mind. Are they all like this?"

"Yeah. Most of them."

"Yeah?!"

"Well, I mean, most of them have their own mental and physical issues. Some are Demons with the base mentality to kill though, and a few are psychopaths."

May gestured to Norman and pointed. "Well, he needs help, and maybe they all do, except the violent Demons and psychopaths."

"Wait, you don't mean-? No May, this isn't my problem."

May was stunned. "Peter. Not your problem?" May locked eyes with Peter - was he being honest with her and himself?

"Hmm?"

Peter tried to argue. "May, their chance of getting help is way better back where they came from. Sending them home, that's the best thing that we can do for them."

May knew that wasn't the truth. "For them? Or for yourself?"

Her words hit Peter hard. She was guiding him, but leaving the choice open. He hesitated.

"Look around you. This is what we do. We help people. Not just good people, but lost ones too. I'm not saying help any psychotic serial killers, but those who do need help? We do help them."

Taking a deep breath, Peter said again. "This is what's best. For them. Trust me."

May was not entirely sold by that.

May parked the F.E.A.S.T. truck outside the Sanctum Sanctorum. Peter and Norman exited as the latter turned to May. "Thanks, May! Hope to see you again."

"Hey..." Peter turned back to his aunt. "He trusts you. So do I."

A beat as Peter took that in, then said. "Thanks for the help with this situation, Aunt May."

She nodded as he added. "I'll see you later!"

Peter walked Norman over to the rest of the group who were all there. They turned on seeing him enter with Norman.

He awkwardly made introductions. "Um, guys, this is uh... Mr. Osborn."

Norman corrected him. "It's Doctor."

Matt recognized his voice as Angel and Faith recognized his face. "Mephisto?"

"What? Who's Mephisto?" Norman was confused and Matt could tell from his heartbeat it was genuine.

"It's not Mephisto, guys, just looks and sounds like him", Matt raised a hand, making Angel and Faith exchange a weird look, then shrug.

"How many more doppelgangers will we get?" William wondered.

"No idea", Liam shrugged.

Peter completed the introductions. "Doctor Osborn, these are my friends. So many of them so can't tell all names, and some doppelgangers of my friends too. And are there 2 Faiths now?"

"Yes, and its fun being in the middle of so many people", Faith-2 said cheerfully, confusing Peter too now.

Norman's attention is then drawn to the imprisoned villains below. "Is that a living plant?"

"Demon, buddy", Vamp Xander told him.

"Demons are real?" A nod. "Fascinating."

That was when Giles, Oz, Jack, Wanda, Cordelia, Fred and Gunn arrived via an ongoing portal that had been established for better communication.

"Whaaaaaa?" Cordelia said first, seeing all of these new doppelgangers here and there. "What is…..?"

She then noticed nerd Cordy. "You are….you're me?"

"Oh my God! My doppelganger!" Nerd Cordy walked to Cordelia, walking around and looking her up and down. "Huh? Similar yet different, so fascinating. The Multiverse is really a door to endless possibilities."

"Oh my God, I'm…" Cordelia gestured to Willow and Fred. "…you!"

"Cordy, calm down, it's not-"

Cordelia then grabbed herself by her hair and freaked out. "I'm in a nightmare, oh, God, I wanna wake up right now, please, I wanna wake up…"

"Did I say something wrong?" Nerd Cordy wondered.

"No, nothing wrong, I'm Fred", Fred held out her hand which nerd Cordy shook.

"Bloody hell, we have too many doppelgangers here", Giles noted, then saw Ripper, recognizing his younger self. "Oh my…you're…."

"Yeah, G-Man, its you", Faith confirmed to him.

"Huh? I look quite handsome in old age too, that is good to know", Ripper commented.

"So you're me", Giles finally processed it.

"Yes, Rupert Giles but you can call me Ripper. Warlock and computer expert."

"Computer expert?"

"Yes."

"You're a disgrace."

"Hey!" Ripper raised his finger, pointing it at Giles. "At least I did not join the Council of sods like you did!"

"It is not a Council of sods!" William spoke up, making Giles turn to him.

"Spike?"

"No, William, proud Watcher."

"Good Lord", Giles noticed sexy Tara and immediately turned away, cleaning his glasses. "Wake me up when the Universe is back to normal."

"Join the club", Cordelia commented, walking to Angel and noticing Liam. "So you're his-"

"Yeah", Liam raised a fireball in his hand. "I can do that."

"Right", she turned to Angel.

Angel started. "Hey, you know how we never really had that awkward conversation about our exes?"

"Yes." Cordy said with confusion.

"Well, funny thing, actually-"

He was cut off when Cordelia saw Darla.

"She is an alternate one with a soul."

"Good God, how many do we have here?" Cordelia wondered, then looked Darla up and down. "Hi."

"Hi."

The weirdness in the air was clear.

"As for doppelgangers, no idea, lost count", Spike shrugged.

"You know, at this point even I'm getting a headache", Matt-2 said to Elektra.

"Who isn't?" She wondered.

"You are useless for joining the Council", Ripper said to Giles.

"And you are a reckless and arrogant person", Giles countered, noting his getup.

"At least I'm going down a cooler path."

"In your dreams, young man."

"Old fart."

Frank-2 asked Frank. "Is it always a soap opera on this Earth?"

Frank sighed regretfully, "It is with this crowd."

Willow then noticed the new addition. "Oz?"

"Hey Willow", Oz walked to her and greeted her with a hug, then turned to Tara. "Sorry about last time and congrats."

"No problem and thank you", Tara smiled as she and Oz shook hands.

Jack walked next to Oz and said. "I'm Jack Russel, also a werewolf."

They shook hands with him as Oz hugged Buffy next. "Good to see you, Oz."

"You too", Oz then shook hands and shared a nod with Angel. He noticed Vamp Willow. "So you're here too."

"Yeah, I remember you", Vamp Willow muttered.

"Fortunate she is here", Sexy Tara said, exchanging a sultry look with Vamp Willow.

"Weird", Oz muttered.

"So we got nerd me and skank Tara!" Cordelia listed on her fingers, getting some gasps.

"And another Cap", Wanda noticed Johnny Storm.

"Hi, I'm Johnny Storm, flame on", Johnny turned into flames before coming back to normal, shocking them again.

"Yeah, he does that a lot", Tony added with a wince.

"I'm also Tony Stark", Tony-2 waved, shocking the others once more.

"And I'm Bruce Banner", Bruce-2 introduced himself.

"Peter Maximoff", Maximoff then gave his own introduction, shocking Wanda.

"Maximoff?"

"Yes, why?"

"I'm Wanda Maximoff. My brother was Pietro Maximoff."

"Oh", Maximoff got the past tense, walking to her. "I'm sorry to hear that."

Wanda nodded as he told her. "I've two sisters. One is Wanda, the other is Lorna."

"Right", Wanda's eyes had healed but reawaken pain, which both Maximoff and Oz noticed a bit.

Norman during that time looked around, then spotted Doc Ock in his cell. "Octavius?"

Ock was amazed. "...Osborn?"

Norman noticed the tentacles. "What... what happened to you?"

Ock turned the question back around. "What happened to- You're the walking corpse!"

Norman was confused. "What do you mean?"

Ock revealed. "You died, Norman. Years ago."

Peter looked up, having overheard as the rest exchanged looks too.

Norman was in disbelief. "You're insane."

Vamp Willow spoke up. "That's the norm here."

Max commented. "God, I love it here."

Peter inquired to Doc Ock. "What are you talking about? He's standing right there. He's not—"

"Dead", Flint now spoke as all turned to him. "They both died. Fighting Spider-Man."

Norman looked to Peter. "Is this true?" But Peter was just as shocked as him. And so were the rest.

Flint carried on. "It was all over the news. Green Goblin? Impaled by the glider you flew around on."

"That's ironic", Tony-2 said with folded arms, wondering why Peter had brought the guy like that, perhaps because he seemed lost and confused from 2 personalities.

"So he's the glider guy", Maximoff now realized.

As the news sank in for Norman, Sandman turned to Doc Ock. "And a couple years later, you, Doc Ock, drowned in the river with your machine."

Ock was in disbelief as well. "That's nonsense! Spider-Man was trying to stop my fusion reactor. So I stopped him! I had him by the throat and then I..." He was struggling to remember. "And then I was here."

"All of them got transported before they died, like me", Elektra now came to a realization.

"So their fates changed from that", Liam noted.

Max then scoffed. "Oh please, let me tell you something. I was whooping Spider-Man's ass - he'll tell you. And then he caused an overload, I was stuck in the grid, absorbing data, I was about to turn into pure energy and then- And then, uh- And then-" He came to a realization too. "Oh, shit. I was about to die."

Connors asked. "Max, do you know - do I die?"

Peter looked at him. "Dr. Connors?"

"You Peter?"

"Yes", Peter had a lump in his throat, missing his own as Dawn held his hand in comfort.

All seemed alarmed by what they were hearing.

"We can't send them back yet", Peter finally said, the fates of these people as well as May's words coming back to him.

"What do you mean 'not yet'?" Tony inquired.

"Think I got it", Angel realized.

"Some of these guys are gonna die", Peter immediately said.

Giles tried to placate him. "But Peter, it is their fate."

"Come on Giles, have a heart", Peter begged him.

"Would saving them truly mean anything?" Giles asked.

"Who says it wouldn't?" Faith walked next to Peter to support him. "Sometimes a chance means a whole dimension of difference."

"They're all bad guys", Frank tried to argue. "They'll kill again."

"But Frank", Matt now realized they were getting into another argument. "Human life has sanctity. Not all deserve to die."

"How do you decide who does and who doesn't?" Frank-2 inquired.

"Look, some of them are just sick", Angel held up his hands. "The psychos who get off on murdering, yes they don't deserve help."

"But the others do", Cordelia nodded in agreement.

Buffy was wondering about this whole thing and said. "Maybe some of them can be helped. Like Curt."

"Thank you Buffy", Dawn smiled at her and walked next to Peter. "Come on, this is an apocalypse affecting the Multiverse. We need to save as many as we can."

"I think leaving them to die is as bad as killing them ourselves", Tara finally said as they turned to her. "Maybe we should try to help."

"I'm with Tara", Willow added.

"To those who do get their chance, it could be a great help to their world", Spike pointed out.

"Not him though", Matt-2 pointed at Bullseye. "He killed Elektra. Also, I didn't kill him, just broke his feet."

"Yes, Bullseye is a psychopath. He killed Father Lantom here", Matt sneered, shocking Matt-2 who realized Lantom was Father Everett to his doppelganger. "He can't be helped."

"Well, he's not dying either so", Bruce shrugged.

"I'll kill you all with anything I get my hands on. Bullseye", he quipped with a smirk.

"He's worse than the one who tried to kill me", Cordelia commented.

"What about those two?" Fred pointed at the Russian and Russoti.

The Russian screamed as Russoti again ranted. "I'LL KILL YOU ON GETTING OUT FRANK!"

"Never mind", Fred sighed.

"They stay", Frank-3 said firmly. "They're just scumbags wanting to kill and hurt good people. They deserve to die."

"That picture?" Maximoff gestured to Absorbing Man.

"No, he tried to kill me when I was a baby and put my girlfriend in danger, all before he transformed", Bruce-2 said firmly, then walked to the cell. "I'll make sure you're depowered, dad. But then you're going to stay in prison. For life."

Absorbing Man just glared as Bruce-2 walked off.

"And that thing's just a violent Demon", Vamp Xander pointed at the Edera Demon.

"What about him?" Giles gestured to Rack.

"Screw you!" Rack screamed.

"He's just an arse, besides, annoying him is fun, I'm not going to kill him", Ripper said with a shrug as Giles rolled his eyes.

"You are very careless and reckless, it will get you killed", Giles told him.

"Still better than being an old fart", Ripper shrugged.

Giles snarled. "You-"

Buffy stepped between them. "Okay, let's not get violent again like I did before, granted it was from a locust but it was violence."

"Yes, violence gives really bad vibes, especially when its between us good people", Faith-2 agreed, then said. "We must help these people. I will. I am the Helper."

"What the…?" Cordelia trailed off.

"My thoughts exactly", Faith added.

"While I find this all to be a waste of time", Liam sat down and pointed at Vamp Willow. "Think you can let her out. My chip prevents her from hurting humans."

"Besides, I have better things in mind", Vamp Willow smirked as she looked at sexy Tara, making all groan again. "Though I'd die on returning too."

"I've a plan for that", sexy Tara told her, smiling back.

"But", Tony said again as they looked to him. "We have bigger problems to worry about, like Apocalypse and his Horsemen, they're still out there and can attack anytime. This curing thing-"

"How many times have you helped the little guy?" Peter asked.

A beat. No response.

Matt walked next to Peter. "You're Avengers. You're good people, yes, you protect the world, but none of you try to come down to see how its like here."

"Yeah, none of you have really helped the little guy", Peter nodded.

Steve tried to retort but failed, realizing something.

Bruce was in thought as Tony started. "Look-"

"Tony, they're right", Steve said, making Tony turn to him incredulously.

"What do you mean, Cap? We got Apoc-"

"In trying to fight the bigger threats, we lose sight of the little guy", Steve sighed, sounding ashamed of himself. "Being a hero is about more than just beating the bad guy. Redemption. Help. All of it plays a part. If we give a second chance to people who do deserve it, perhaps it's the greatest thing in the world. An act of kindness, it has more power than anyone gives it credit for."

Now they were all silent, absorbing Steve's words, looking at him in awe and reverence, Fred smiling at him. Even the villains weren't saying anything now.

Tony finally broke the silence, looking at Peter. "Use the Tower. You got it all."

"Thank you", Peter said gratefully as Tony nodded back.

Logan pointed at X-24. "What about him?"

"No", Old Man Logan immediately shook his head. "He killed Charles and that innocent family."

"Didn't you say he was a created clone though?" Tony-2 asked out of curiosity.

"Yeah", Old Man Logan nodded, then coughed.

"That means he never had any free will", Bruce pointed out. "He never had a chance to be anything else, other than what they made him."

Old Man Logan was in thought now, realizing he'd never considered it that way. Laura too had been made by experiments, but she and the children had a chance due to the caring nurses.

X-24, he never did.

But he had killed Charles and the Munsons!

Then again, would he have done that if he had a chance before to be something other than a soulless killing machine?

Charles would have wanted to help him if he could. Laura got a chance to be something else.

Perhaps X-24 deserved it too.

"Fine", Old Man Logan gave in. "Help him, though if he goes out of line, he dies."

"Way ahead of you", Logan smirked.

"Maybe we can try some magic on him", Willow spoke up. "It can help."

That moment, some minor light flowed out of Willow, Tara and even Dawn, as their eyes widened in realization.

"Guys, what's going on?" Buffy asked.

Tara immediately picked up one of the extra Sling rings at the place, putting it on. "Apocalypse's spell is working."

"Yes, the Wiccan power is gone", Willow added, horrifying everyone. "Still have some Eldritch though."

"In that case, we got to work fast", Steve said firmly.

Ock finally said to Peter. "You could have just left us to die. Why didn't you?"

Dawn responded. "'Cause that's not who he is."

Peter reacted to these words, taking in the villains in their cells. Norman, Ock, Flint, Curt, Max and X-24 were the ones they'd help, as they had problems.

The rest were just remorseless psychopaths or Demons with innate violence, and they couldn't be changed.

"I think I can help you guys. If I can fix what happened to you, then when you go back, things will be different, and you might not die fighting Spider-Man or whatever else."

Max then asked. "What do you mean "fix" us?"

"Look, our technology is advanced, and I'm—"

Norman then said with a smile on his face. "I can help you. You know, I'm something of a scientist myself." They reacted to this sentence as Norman turned to Ock. "Octavius knows what I can do."

Ock wasn't in the mood though. ""Fix?" You mean like a dog? I refuse."

Peter raised his hands. "I can't promise you guys anything. But at least this way you actually get to go home and have a chance... a second chance. I mean, come on. Isn't that worth trying?"

Curt spoke from experience. "Trust me, Peter. When you try to fix people there are always consequences."

Peter said. "I know, your doppelganger learnt it the hard way. But guess what? He became a hero. Maybe you can be too."

Curt shrugged as Peter added. "But if you stay here... you're gonna have to deal with a Wizard who won't be as kind as us."

Curt noted. "Ah, so we go along or die. Not much of a choice, is it?"

Flint told them. "I just want to go home."

Max shrugged. "Well, I myself don't want to be killed, especially by a guy who is a Wizard, so... what's your plan?"

Peter lied. "I have it all under control." He then asked all of the villains. "So, uh... who's coming with us?"

As Norman considered this, then Doc Ock, Max responded to his question. "Well, I'm in. But... if this goes sideways, I'mma fry you from the inside out."

"Someone will have to stay to guard those who are still here though", Faith pointed out.

"We're going with you to keep an eye on those who're out", Frank said, exchanging approving looks with his 2 doppelgangers.

"Good, you three are quite boring", Lothos scoffed but they didn't care.

"I'll stay", Giles volunteered. "I will keep an eye on them."

"Thank you, Giles. Be careful", Buffy smiled at him, the two sharing a hug.

"I will. You too, my dear."

And with that, it was decided.

Then Stick appeared in the middle of the room. "Hey there, assho-" he stopped on seeing all of them, the doppelgangers, the different looking people in similar outfits, Watcher William (even dead, he could smell one of those blind, bookworm, cocksuckers he hated so much), then finally he saw cheery Faith-2, who waved at him.

"Hiya!"

Stick froze, then announced. "Nope, fuck this!" He disappeared.

"Who the hell was that?" Frank-3 asked.

Matt said lamely. "That was Stick."

"Wait, that's your mentor?" Matt-2 asked and got a nod from Matt. "Didn't expect THAT!"

"Yeah, makes some people I met look nice in comparison", Elektra added.

"Why did he leave so fast?" Faith-2 asked.

Faith muttered. "I can think of a reason."

Angel answered Faith-2 though, "Well, the guy does tend to be a bit dramatic."

Stick reappeared right next to him, spooking Angel and those around him jumped back. "Oh and you're one to talk." He disappeared again.

Spike laughed. "Ol' Casper has you cracked, drama queen." He continued laughing, until he was punched on the nose by an invisible fist.

Stick was back. "That never gets old." He said with smile, then turned to William. "You're worse." Then he was gone.

All looked stunned as Oz muttered. "Huh?

Matt told them, "This happens more often than you think."

A while later, all of them arrived at Avengers Tower as Wesley, Lorne, Xander Anya and the rest took them in.

"Am I seeing double?" Xander asked.

"How did we get this many?" Wesley wondered.

"Wow, I'm getting so many different vibes, its something!" Lorne commented.

"So, are all of us going to stay here?" Anya inquired.

"Hey guys", Peter waved at them. "We're gonna do some work here."

Apocalypse sat on his throne, having sensed all that was going on. His spell was working bit by bit, and the heroes were just as stupid as he'd expected.

Well, his 3 wild cards were going to make sure that the heroes would regret this course of action.

Chapter Text

Avengers Tower

All the villains to be cured were lead inside. Willow still had some power so she had done a spell to paralyze X-24 in one place, leaving him unable to do any damage while this was being done.

"Where's Connors?" Peter asked May.

"He told me he wants to stay in the truck", she replied.

"Okay", Peter sounded disappointed as Dawn held his hand.

"He'll come around", she assured.

"What is all this?" William was wondering, looking around in awe and fear. "This is all so….." He saw a phone on the table. "This strange box, what does it do?"

"Its used to talk." Tara told him.

"How?"

"He's too dumb to understand", Liam shrugged.

"Hey!"

"Okay, this is so weird", Pepper commented, seeing the strange assortment of villains in the Tower, holding Morgan to her chest.

"Yeah, I'm regretting my decision already", Tony nodded.

Pepper then noted Tony-2. "And that's you from another Universe?"

"Well….yes."

Tony-2 turned to them. "Hi."

"Hi", Pepper greeted him awkwardly.

"I'm-"

"Pepper Potts, I know, you look different on my Earth though", he told her, then looked around. "And you married Happy Hogan."

"Seriously?"

"Yeah, seriously."

"Oh my God", Pepper rubbed her head, trying to get that mental image out of her head.

"Gonna fire him", Tony muttered.

Max shot energy at the TV, and shorted it out.

William gasped again. "What is all this?"

"Buddy, just calm down", Liam assured him.

"But this is all so-"

"Oh suck it up, mate!" Spike snarled at him, making him shut up.

Sandman sat on the black leather sofa. Sand fell everywhere. "Oh... sorry." He tried to brush it off the sofa but was unsuccessful.

"Clean it up", Tony ordered him.

Norman puzzled over DUM-E as Tony said. "My first proper bot. Very good boy that one."

Doc Ock was wrapped into submission by his own tentacles by Tony-2 still. He scowled. "So this is your plan, Peter? Hmm? Just performing miracles here?"

"Well, this place looks like its in the age of miracles", Norman commented to him.

Ock scoffed. "He's gonna kill us all."

X-24 snarled at the comment as Vamp Willow raised a hand. "Already dead."

Peter simply shook his head. "Well, let's hope not. You're up first, Doc."

Ignoring Ock, Peter walked to the lab.

"What? Hey, I told you, I don't need fixing. Especially by a barely adult boy!"

Tony walked with Peter as Max followed after them. "Nah, nah, nah. They got something back there. I can feel it. That weird energy."

Tony removed a tarp from a case marked "Stark Industries", Peter next to him as Norman, Max, May, Fred, Willow, Tony-2, Ripper and nerd Cordy entered.

Norman asked. "What the hell is that?"

"Yeah, never seen anything like that on my world", nerd Cordy said, looking impressed.

"Me neither", Ripper shook his head.

"It's a Fabricator." Peter pressed a button on the case - it unfolds to reveal a Stark Fabricator, powered by an Arc Reactor. "It can analyze, design, construct basically anything."

"All 'cause of me", Tony raised both hands on either side.

"Eh, I got one too", Tony-2 shrugged.

"Its not here, mine is." Tony-2 groaned.

May commented. "Wow!"

"So, let's use it", Willow finally said.

On the Fabricator, readouts came alive, sections opened and extended outward, growing to full size. Max's eyes lit up at the sight of the arc reactor. "Look at that."

"I am looking", Fred said as the unfolding machine keeled forward and—

Punched a hole in the wall, making Morgan and Connor both cry as their parents comforted them.

Doc Ock glared. "He's gonna kill us all."

Tony-2 laughed. "Mine never did that." Tony groaned.

Two pedestrians walked by the F.E.A.S.T. truck of May outside the Avengers Tower.

BANG! RAWR!

As the truck gently shook, one of them asked. "Whoa... what's going on there?"

Bruce, Bruce-2 and David worked together on a cure for Old Man Logan as Bruce asked. "So you're called David then?"

"Yeah, my dad was DW", David confirmed to them while mixing some chemicals. "He wanted me to be an agriculturist, wanted to be a doctor, now here we are."

"Well, at least better than mine, much better, mine never paid any attention to me", Bruce told him with a sigh.

"Mine tried to kill me when I was a baby", Bruce-2 added.

"Sorry to hear that", David assured them. "Lost my wife, figured could have saved her by using more strength, the ones we get during panic, and then this happened."

"So an accident for all of us, just different reasons", Bruce-2 realized.

"Thanks for the save though", David thanked them as they smiled and nodded.

"Like you a lot more than my David", Bruce-2 commented, as David shrugged.

"Trying to kill a baby, that too your own, you've to be complete scum to do that", David told them.

"Yeah, not even mine was that bad", Bruce told him. "And you two don't have other heroes in your world?"

"I don't", Bruce-2 shrugged.

"I do", David looked up at the 2 Matts. "Matt Murdock, Daredevil, he is on my Earth, defended me during a trial and we teamed up."

"Huh? Neat to have him around", Bruce said as David smiled.

"Yeah, and the Thor you mentioned, he exists on my world too, only the enchantment says he has to serve whoever possesses the hammer, which was a student of mine called Donald Blake", David explained, shocking Bruce who had to chuckle a bit.

"I'm sorry, its just..." He chuckled again. "Thor serving a normal human-"

"Well, at least you got some too", Bruce-2 noted.

"Hey don't worry, things will get better", Bruce tapped Bruce-2's shoulder, nodding reassuringly.

They mixed the chemicals a bit more as Bruce said. "Think its done. Logan!"

Both Logans arrived as Bruce-2 held up the cure, looking at Old Man Logan. "This will restore your healing factor and put you back to full strength."

Old Man Logan looked at the cure. For a long time, he wanted to just die and let it end, he'd never have taken the cure.

But now, things were different. Holding out his hand, he took it. "Thanks bub."

He then injected it onto his chest, gasping and grunting a bit, feeling a bit drowsy as the now empty syringe dropped from his hand.

Old Man Logan staggered a little, Logan supporting him, and then he finally straightened.

"How do you feel, bub?" Logan inquired.

"Fucking perfect, bub", Old Man Logan cracked his neck, feeling a strength he had not felt for a long time. Even the temporary chemical enhancement was nothing compared to getting it all back.

Meanwhile Faith-2, Harmony and Lorne were doing a cheerleading dance to encourage the others.

"Who will make the cure?" Faith-2 asked in a sing-song voice.

"Peter! Peter!" Harmony and Lorne said together, the rest shooting them weird looks.

"This is so weird", Dawn winced.

Bear was confused, tilting his head as he looked between Faith and Faith-2 curiously.

"Awww, he's such a cute pup", Faith-2 walked to Bear but Faith lifted him up first a bit possessively.

"Nope, my puppy!"

"Aw come on Faith, good things must be shared."

"He's my pup, not a thing."

Faith-2 sighed as Lorne told her. "Not to worry, I think you're great. The cheerfulness from you-"

"Can we do anymore?" Harmony inquired.

"Oh sure", and they started doing some more.

"So, what happened with you, bit?" Spike asked Slayer Dawn as he, Buffy, Dawn, Felicia and Slayer Dawn sat together.

"Buffy, she died in my world", Slayer Dawn confessed, looking at her mask and wig.

"The portal?" Buffy inquired.

"Yeah", Slayer Dawn nodded sadly. "And the Council got annoyed by Faith staying in prison so they….."

She trailed off but the implications were clear. Spike sneered. "The rat bastards."

"And so I became the next one", Slayer Dawn gestured to herself. "Didn't take it well at first. Used my powers to steal. Became the Black Cat."

"More like copycat", Felicia commented with a mock glare.

"I could call you mine", Slayer Dawn shrugged.

"I was not a Potential on here", Dawn commented.

"Well, it takes a lot of getting used to. Eventually realized my responsibilities and so here we are", Slayer Dawn finished her tale.

"I'm sorry, must have been hard", Buffy told her hard.

"Yeah, it was hard without you, but I had them", Slayer Dawn gestured to Willow and Tara. "The ones on my Earth. They were very kind and patient."

"They always are", Dawn smiled fondly.

William was still staggering around. "This is so terrifying."

"He reminds me of someone", Wesley commented, sitting with Lilah.

"Who?" Lilah asked.

"Myself at the start", Wesley shrugged.

"Yeah, does seem like it", Lilah nodded.

"He's from the same world as you?" Cordelia asked Liam, looking at the confused William, who tripped and fell, then stood back up.

"That was deliberate."

"Yeah, but he passed away in his time, I still live in the present", Liam shrugged.

"You're not a Vampire, how are you still alive?" Angel inquired out of curiosity.

"Annoyed a hermit too much, he cursed me with immortality", Liam simply said, shocking them.

"Isn't that an overreaction though? Of the highest order?" Cordelia asked.

"Hermits are known for that stuff", Liam told her. "I'm over it. Learnt magic, including the dark stuff and got back at him. Teamed up with the Council a few times but they were just impotent scumbags, William was a bit better but too much of a coward."

"I heard that!" William raised a hand.

"I know", Liam shrugged.

Connor looked between the working nerd Cordy and Cordelia in confusion. "Mama?"

"Oh, she just looks like me, baby", Cordelia assured the baby.

He looked between Angel and Liam as well then. "Dada?"

"No, he's your dada, I'm a very cool magician", Liam quipped to baby Connor.

"Hmm…"

Darla looked at baby Connor with some affection in her eyes. So this was her son in this Universe, with an ensouled Angel of all people.

And she had died to let him live.

In her own Universe, she'd never have a child, she knew.

"You wanna play with him?" Angel asked Darla but she shook her head.

Cordelia looked between Connor and Darla. She hadn't meant to become the kid's mama, but it had just happened. She loved him like he was her own, and he had come to see her as his mother.

But Darla, she was his real mother. Cordelia couldn't help but feel deep down she'd stolen him from her.

Now that wasn't rational. Darla was not around, so her becoming Connor's foster mother was natural.

Cordelia wouldn't feel the irrational guilt if Darla had been a terrible mother. But she had made the ultimate sacrifice to make sure her son would live.

And this Darla, she was the kind of person Darla could have been with a soul.

"I think you should hold him", Cordelia finally said to Darla, surprising both her and Angel.

"But-"

"Please, he should see his mother once, even an alternate version of her", Cordelia requested.

Darla considered, then sighed and nodded. "Fine."

Cordelia handed Connor over to Darla, who looked at him with a smile, affection in her eyes. "Hello child. How are you?"

Connor made a sound as Darla commented. "Yeah, I get it." He produced some baby babble, making Darla laugh. "You're so adorable."

"Yeah, he is", Angel agreed with a nod. "Take Vamp face, he loves it."

"All right", Darla looked up, then took Vamp face and looked down at baby Connor as he laughed and clapped. "Yeah, you like that, don't you, you sweet little child?"

"Loving scene, ain't it?" Liam muttered to himself mostly.

Spike suddenly said to Liam. "Hey, you have funny hair." He then laughed, wondering what Liam would do to him.

Liam snapped his fingers and next moment, Spike was a puppet. "BLOODY HELL!"

Angel rose up from his seat and cheered. "THAT'S HOW IT FEELS!"

Liam looked at him weirdly as Angel added. "I'm just a big fan of the sport."

"Awww, you look so cute", Buffy started stroking Spike's hair.

"Yeah, let's play with you", Dawn added, cuddling his cheeks.

"All of us", Felicia agreed, pinching his nose.

"I AM A BLOODY PUPPET!"

Liam snapped his fingers and Spike was back to normal, gasping. "Anyone else wanna join the muppet show?"

And the message was clear- don't mess with Liam!

Miss Kitty Fantastico the 2nd was looking between the two sets of Willow and Tara in confusion, but seemed to recognize her owners as she jumped into their laps.

"How did you…" Tara tried to ask sexy Tara but trailed off. Vamp Willow was trailing some kisses on sexy Tara's shoulder, and she was kissing her forehead every now and then, making their doppelgangers uncomfortable.

"Ah, this?" Sexy Tara looked at herself. "Well, when I was in the rebel phase after mom died, I met this guy called Ethan Rayne-"

"Ethan?" Willow asked in shock.

"You know him on your Earth?"

"He's our enemy, he is one of the Horsemen", Tara revealed, surprising sexy Tara.

"Wow! What a change! He's a bit shady in my Universe but decent", sexy Tara said with a shrug. "Does experiment a bit with the dark arts but he's a good guy."

"So, what happened?" Tara inquired.

"Well, he figured out the family legend was a lie and so I changed myself, got the blood kin arrested, and joined him", sexy Tara smirked. "Partners and all that."

"Right", Willow nodded, she and Tara now realizing how this change came to be.

"I want your mouth", Vamp Willow moaned.

"So do I", sexy Tara and Vamp Willow started making out, making Willow and Tara cringe.

Xander and Anya were sitting in front of Vamp Xander as the former asked. "So you're Xander?"

"Yeah, and you're Xander here?"

"Yeah."

"You're Anya?"

"The one and only."

"And you two are married?"

"Yeah", both said together.

"Didn't figure you to be the marrying type, my Anya doesn't seem like it", Vamp Xander honestly said.

"What's she like?" Anya asked.

"Oh, she was a Vengeance Demon, then part of the Watcher's Council but she hated their methods, so the Council conspired to kick her out for trying to protect a Slayer. Now, she owns the Magic Box and gives us advice."

"I did run the Magic Box, but joining those pricks? Urrggh!" Anya said.

"Any other differences?" Xander asked.

"Well", Vamp Xander took Vamp face, making Xander jump.

"What?"

"Yeah, I was turned by Drusilla but Willow, Jenny and Buffy helped me, and got half of a soul back, and its half of Willow's, tethered to a stone, so I'm half Vampire", Vamp Xander explained to the two.

"Huh?" Xander was shaken at this point.

"Think I need shrimp", Anya said.

"What's that?" Vamp Xander asked.

"You don't have shrimp in your world?" Anya asked and Vamp Xander shook his head.

Anya jumped up with a cheer. "The world without shrimp is real!"

She was shot weird looks and with an embarrassed chuckle, sat back down.

"I'm a half-Vampire", Xander muttered, feeling like his world-view had shaken at this point. A version of him that struggled with bloodlust and had been turned existed.

"Well, your Universe has differences, like Spike having a soul and being Buffy's boyfriend, at my place we trust him as far as we can throw him", Vamp Xander told the two.

"Xander's the same here with both Spike and Angel", Anya informed him. "But its just him, right Xander?"

Xander didn't respond, still processing the whole thing. He gave shit to Angel and Spike, but if he was an ensouled Vampire and they gave shit to him, how would he feel?

"Xander?" Anya snapped her fingers in his face, making him come back to normal.

"Oh, oh, right."

During that time, Angel and Cordelia handed Connor to Lorne as the former said. "Think we should keep him away from here for now."

"You think its gonna be a mess or what?" Lorne asked.

"Could be, who knows?" Cordelia shrugged. "Unless all these bad guys are fully cured and on our side, not comfortable having our kid near them."

"All right."

"Take him too", Faith handed Bear to Harmony, who cooed over him.

"Awww, he's so cute", Harmony said as Bear yipped.

"I know", Faith patted his head.

"Could you take Morgan?" Pepper asked Xander and Anya.

"Sure, I love babies", Anya took Morgan from Pepper with a smile.

"Xander, think you should go too, take Miss Kitty with you", Willow handed the kitten to him.

"Yeah, sure", Xander nodded, still in a daze.

With that, the four of them were gone as Faith-2 said. "Well, I'll have to do it all alone then-"

Faith told Matt. "You know, if you want a threesome with cheery me, wouldn't mind."

"Seriously?"

"Don't get me wrong, the way she never shuts up makes me want to stakes through my eardrums, but if there was something to shove down her mou-"

"Faith!"

"Not like you weren't thinking about it."

"I wasn't!"

"...Damn, you're more patient than I give you credit for."

Johnny walked to where the ladies sat. "Hi, I'm Johnny, I'm hot, and fl-"

Liam shot a small ball of water at him, making him gasp and stagger away.

"Take that", Buffy muttered as all snickered at him.

"You are embarrassing", Ripper quipped to Johnny.

"Hey, at least I tried", Johnny pointed out. "You're not even trying."

"Well, its because they know an old me", Ripper shrugged.

"And?"

"You know what? Let us try."

Ripper went to the ladies too. "So, who of you would like to-"

"EEEWWW!" All the ladies went together, and shot him looks. "Not interested."

Ripper groaned and walked off as Johnny laughed at him.

"Hi", Oz sat next to Wanda.

"Hi", she greeted back. Maximoff had gone off with some heroes to help with the natural disasters, as his speed could save a lot of people.

"That guy was your brother's doppelganger?"

"Yes", Wanda sighed. "I thought I was stronger, but seeing him again, it opened the wound-"

"He was your brother. You can't leave him behind", Oz pointed out.

"Guess you're right, the grief shows how much I loved him", Wanda nodded, finding some comfort with Oz, to her surprise. The man seemed to have a way with words.

"What is grief if not love persevering?" Oz asked and pointed out, as Wanda's eyes widened, remembering when she'd heard it last.

"Did I say something?"

"No, nothing", Wanda shook her head. "Nothing."

"So wait, this Mephisto Devil gave you the actual Devil?" Matt-2 asked Matt in shock.

"Took me a long time to work through it, then realized Adam was just another victim of Mephisto's sick game", Matt told his doppelganger. "Now we're brothers."

"Strange, all these differences", Matt-2 sighed.

"I know."

"You were not in the Marines?" Frank and Frank-3 were shocked on hearing that bit.

"Nope, Delta Force", Frank-2 confirmed to both of them. "And FBI Agent, they came after my family due to me being undercover getting the kid of that bastard Howard Saint killed."

"Never thought I'd meet a version of myself who's not a Marine", Frank-3 commented. "We have stuff in common, and other stuff, not so much."

"Still, at least we are alike", Frank pointed out.

"Can't disagree there", Frank-2 said, since in spite of differences (including physical appearance), his 2 counterparts, they were exactly like him in mentality and worldview.

Peter worked at the Fabricator. There was a holographic scan of Doc Ock's compromised chip. "So the chip in the back of Doc's neck was designed to protect his brain from the A.I. system that's controlling these tentacles. But if you look here..." Peter rotated the hologram with his hands and singled out the compromised chip. "The chip is fried. So rather than him being in control of the tentacles, the tentacles are now in control of him. Which I guess explains why he is so miserable all the time."

"We can help with that though", Fred assured.

"Just gonna take a bit of time", nerd Cordy added, still awed by this kind of technology, which made her feel a bit inferior, sadly.

Norman took in the holographic chip, intrigued and amazed.

Ock's tentacles still restrained him as May tapped one of them, then held up a glass of water. "Thirsty?"

"Why yes, I am thirsty."

"Fresh water or salt?" She added off his look. "You know, because you're an octopus?"

"...What?"

"Fresh water it is."

By the windows, Max stared out at the world. "Look at this place. And all the possibilities..."

"What?" Sandman asked.

"I'm talking about the world", Max added regarding his cool self. "I kind of like who I am here." He glanced toward the lab, thinking of the arc reactor. "And all that power back there... I could be so much more." He turned to Flint. "So why'd you come along?"

"I have a daughter, and I want to see her. But he's not gonna send anyone home until he's finished his little science project back there."

Max asked. "You trust him?"

"I don't trust anyone." A beat. "How'd you end up like that anyway?"

"Oh, the place where I worked at, they were experimenting with electricity created by living organisms and then, uh... I fell into a vat of electric eels."

Flint was surprised by that. "You're kidding. I fell into a super collider."

Now it was Max's turn to be surprised as he empathized with Flint's situation. "Damn. Gotta be careful where you fall."

The Fabricator held the new microchip cure for Doc Ock. Peter, Fred and nerd Cordy added the final pieces, as Tony, Tony-2 and Norman looked on.

Norman commented. "Remarkable. The technology and you. When all this is over, if you need a job and you're willing to commute to another Universe..."

"He said 'no' to me already", Tony shrugged.

The Fabricator hummed. The chip was finished.

"That worked! That totally worked!" Peter grabbed the finished chip and raced out of the room, the rest following him.

Peter slid in with the new microchip, holding it up to May and the rest. "I got it. I did it, I did it."

"Congratulations", Dawn cheered happily, sharing a smile with Felicia and Slayer Dawn.

"He's nice", Slayer Dawn said.

"The best", Dawn confirmed.

"Good, congrats."

"You'll find someone", Dawn assured her slayer counterpart. "My sister and Faith both did here. Don't give up hope."

Slayer Dawn thought about it, then nodded. "Thanks."

"His enthusiasm is sweetly infectious", Lilah commented to Wesley.

"You like him or what?"

"Kinda."

Peter asked. "Uh... would you send him up?"

"Here we go", May said as Peter started bounding up the stairs, with Tony-2 adjusting the controls.

Peter suddenly stopped, took off his magnifying glasses, and tossed them to Tony-2. They almost hit the controls. "Sorry!"

Ock's tentacles began to lift him upwards.

Tony-2 assured. "Hold on, Doc."

"Oh, will these humiliations never cease?!"

Peter reached higher, Ock now suspended in front of the railing. As Peter approached, Doc Ock sneered. "You! Keep your science fair project away from me!"

"Come on, it works", Old Man Logan assured him.

"Yeah, the Fabricator can do a lot", Bruce added.

Norman nodded. "Hey, it'll work. Have faith."

Ock snarled. "Says the reckless fool who turned himself into a monster."

Norman and Sandman looked up from below as Peter tried to implant the new chip. "Please stop moving your head. Hold still."

"Don't you dare."

All anxiously awaited the result, as Doc Ock continued to squirm.

"I swear, when I get out of this, we're gonna rip you a new—" The new chip was gently attached to Doc Ock's inhibitor chip. Ock passed out.

"...Doc?!"

Max looked up, waiting.

"Doc? Doc?! ...Doctor Octavi—"

Ock gasped, lifting his head, amazed. "It's so quiet. Those voices... inside my head... I'd almost forgotten."

Norman called out. "Otto?"

Otto replied. "Yes, Norman..." Otto's tentacles lowered him back to the ground. He stood tall. "It's me."

"It worked. Good job everyone", Steve complimented all, holding hands with Fred.

"Nicely done", Buffy smiled.

Max looked on. Stunned. Disappointed. This decision was real now. Peter jumped down.

Sandman commented. "Would you look at that."

"Yeah, quite something", Pepper nodded as Tony-2 used the holographic controls to release the hold over the tentacles. The nanotech reformed over Tony-2's suit.

Otto held out his hand to Peter. "I'm grateful, dear boy. Truly."

Peter shook hands with him. "Yeah, you're welcome."

Otto asked. "How can I help?"

"Now that's a hell of a 180 and I like it!" Spike cheered.

"I still don't understand what's going on", William commented.

"Modern tech, Willy", Liam shrugged.

Apocalypse stood in his base as he told Pestilence and War. "The heroes are trying to help the hoppers, those they find redeemable."

"You think it will backfire, my Lord?" Rayne asked.

"Oh it will", Apocalypse smirked, as he was going to mentally influence his 3 wild cards when the time was right.

"What shall we do then?" War asked.

"I will let you know, but we shall crush them for trying to oppose my protection."

"What happened to you?" Cordelia asked her nerdy self. "I mean...I was good in studies but I never thought I..."

Nerd Cordy looked at a chemical in a tube and told her. "Had a faux pas in early high school."

"What kind?"

"Don't wanna talk about it", nerd Cordy said, looking her doppelganger in the eye. "Lost all my 'friends', since then, I've only relied on my smarts. Then your Scooby Gang and Angel did become friends with me, but that was it. And here, don't think my smarts are gonna do much considering the better technology and genius."

Cordelia now felt a bit bad at her earlier reaction to her doppelganger. Her 'friends' too had dropped her due to dating Xander and losing her money, and with nerd Cordy it happened even earlier, so she was worse off.

"Sorry, about my overreaction earlier", Cordelia started.

"Its fine-"

"No really, I'm sorry", Cordelia told her, then added. "And, regarding more geniuses, just because they're smarter, doesn't mean you're an idiot. You're just a different kind of genius. You show 'em."

Nerd Cordy gave an appreciative smile. "Thank you."

"Carbonadium." Tony-2 said, turning all attention to him. "It's a radioactive metal discovered on my Earth. The radiation can slow down healing factors, it could even kill immortals in theory."

"How do you know?" Liam asked.

"Because it nearly killed my Logan."

There was some shock there, especially by the Logans.

"My Logan, who is much shorter on my Earth-"

"Like you're one to talk." Tony quipped.

Tony-2 turned to look at his doppelganger. "Sorry, I didn't see you down there."

"Here we go", Pepper muttered, knowing Tony very well.

And so, the snark off began.

Tony told him. "Maybe when you step off that box of yours, you can reach up to my elbow."

Tony-2 shrugged. "Maybe if you step off your tippy toes."

"You're mad. Don't worry, puberty should hit soon."

"If it makes me look like you, no thank you."

Steve, rubbing his face in exasperation, has had enough. "Starks!"

"What?" Both asked simultaneously.

"That's enough."

"You're really not like me at all", Johnny commented with folded arms.

"And we're all happy about that", Fred flashed Johnny a smirk, making him groan.

The Starks grumbled in acceptance and Tony-2 continued. "As I was saying, it can nullify healing factors. You could use that to halt wild child's regeneration while you work on his noggin."

"That still leaves the Adamantium though. It'll take a lot to cut through, and it might actually kill the clone." Willow pointed out.

"Heating up Adamantium is the only way I know of that can cut through the stuff." Logan said.

"Yeah, I know from experience", Old Man Logan nodded.

Tony-2 said. "It's dangerous, but could be the only way, if we have a small enough fragment to craft into a scalpel, could pull it off."

"You know? I think a combination of magic and science might be needed for this one", Tara spoke up. "Like, the cure, and magic to implant it properly without risk."

"She raises a good point", Bruce said.

The Fabricator manufactured more cures. Norman did his own calculations off to the side. Otto asked Norman. "How does it feel, Norman? You're about to become whole again. No more darker half. Just you."

"Just me." Norman turned to face Doctor Otto and smiled. Otto grinned back.

Vamp Xander felt thirsty and drank some water, but for whatever reason, it didn't sate him. Why?

Max and Peter sat at the kitchen table. Peter held out the cure device. "Okay, um... It just goes right here." Peter places the device onto Max's chest. It activated.

"Like my reactor", Tony explained while tapping his own chest. Max looked uneasy.

Peter assured him. "That should be drawing power now. I'm gonna come back in a second just to check on it. But..." Peter pointed out indicator lights on the device. "Keep an eye on the lights. When they're all green, it means that all the electricity in your body's dissipated. Well, not all of the electricity. I mean, obviously you know that you need electricity for your brain to function. Your nervous system is—" A beat. "I'm not really sure why I'm explaining electricity to you."

"You just like explaining stuff", Dawn shrugged as they shared a chuckle.

An alert signaled from the lab as Willow called out. "More's ready."

"Yep, let's give 'em", Fred added.

"Uh, I gotta go. I'll be back."

Peter walked off, Dawn after him. Max shifted, uncomfortable. He checked the indicator lights.

BEEP!

One green.

"Something feels off."

Sandman asked him. "What do you mean?"

"I don't like this."

Sandman came out of the shadows. "Leave it alone. The sooner you guys get through this, the sooner we go home."

BEEP!

Two green.

Max looked troubled. Changing his mind?

As Peter worked on his Sandman cure with Willow, Fred and nerd Cordy, he stopped abruptly, looking around, his spider-sense going off.

Otto noticed. "Peter?"

Norman asked. "What's wrong?"

"Are you feeling something?" Matt then asked, since the spider-sense could be more accurate than his in certain situations.

"If you are, tell us", Matt-2 added.

"I don't know..." Peter entered the conference room with Matt, Matt-2, Fred, nerd Cordy, Otto and Norman following.

"May?"

Something was definitely wrong.

May appeared. "What is it, Peter?"

The rest picked on it too as Buffy inquired. "Anything wrong?"

"Tell us, son", Steve nodded.

Sandman asked. "What's happening?"

Peter searched, on alert. What was he sensing?

"Are you sensing something? I'm not getting anything", Wanda told him.

Where was the threat?

Max was on edge as Peter looked at him. "Why are you looking at me like that?"

Peter closed his eyes and focused on his SPIDER-SENSE when—

THWIP! THWIP! THWIP!

Peter webbed Norman's hand to the robot arm of DUM-E, Vamp Xander to the wall, and X-24 as well, who they noted had started moving, the magical restraint fading away.

"Oh my God! He's moving!" Willow gasped.

"What the fuck?" Logan snarled.

"How did the spell wear off?" Tara wondered.

Green Goblin had taken over Norman and now rasped in a crazy voice. "That's some neat trick. That sense of yours."

"Oh boy, he has gone coocoo", Tony realized.

"Blood!" Vamp Xander roared, straining. "I want to feed on you all!"

"Xander?" Willow was confused.

"What's up with that guy?" Vamp Willow wondered. "He got no chip, right!"

"Trying to control it, everyday! But no more!" Vamp Xander screamed.

"Think something is coming over them", Angel realized.

"Norman?" Otto asked.

Green Goblin now laughed. "Norman's on sabbatical, honey."

Max wondered. "The hell?"

Peter realized it. "Goblin." Peter, Buffy, Dawn and May shared a look of concern.

"So what, your bloodlust takes over now?" Faith asked Vamp Xander.

"Oh yes, you're all just food, I'm not gonna be a traitor to Vampires now", Vamp Xander scoffed.

Green Goblin laughed. ""No more darker half?" Did you really think that I'd let that happen?"

Off to the side, May quietly headed into the lab with nerd Cordy, both searching and getting the cures as May put them in a FEAST tote bag.

During that time, Green Goblin continued. "That I'd let you take away my power just because you're blind to what true power can bring you."

Peter stared Goblin down. "You don't know me."

"Xander", Steve tried to talk him down.

Vamp Xander seemed near feral now. "I need…blood!"

X-24 snarled too as Green Goblin asked. "Don't I? I saw how she trapped you." May snuck back in from the storage room, clutching the bag of cures. She nodded at Peter while nerd Cordy did a thumbs up.

Even Faith-2 was silent at this point as Goblin continued. "Fighting her holy moral mission. We don't need you to save us... We don't need to be "fixed!""

Sandman processed it as Goblin turned to the others. "These are not curses." Max looked down at his cure device.

BEEP... another GREEN LIGHT.

"Guys, he's just acting crazy, don't listen", Dawn tried to warn.

"They're gifts."

Otto shook his head. "Norman, no."

Now Goblin was not in the mood. "Quiet, lapdog."

Peter told him. "You don't know what you're talking about."

Goblin now taunted all. "I've watched you all from deep behind Norman's cowardly eyes. Struggling to have everything you want. While the world tries to make you choose."

BEEP! Only one more light to go.

"Gods don't have to choose."

"Powers do not make us Gods", Steve countered.

"They do", Max looked at Norman, now really buying in. "We take."

Peter immediately commanded. "May... RUN!"

May broke for the door with the bag of cures.

The 3 Franks raised their guns at Norman as Max ripped the cure device off his chest, and Goblin teared free from the web holding him to DUM-E, Vamp Xander and X-24 freeing themselves as well.

Before the Franks could fire, Max knocked them out with electricity, then with another bolt of electricity, he reached towards the lab- CRASH!

The Arc Reactor tore free from the Fabricator, burst through the wall, and flew into Max's hand... SURGING ELECTRIC CONTACT!

"Hey!" Tony yelled when he, Tony-2 and Pepper were knocked out by electricity as well.

Goblin pounced on a distracted Peter. He was freakishly strong. He smashed Peter into the stairs. Seeing this, Sandman disintegrated into a whirl of sand, retreating.

The others were about to help when the windows burst open, War appearing.

"Oh God!" Steve sighed as Bruce, Bruce-2 and David turned into Hulks, leaping at him.

War threw all three off and hit the ground, creating a shockwave which made them fall again.

May ran to the elevators, pressing the "down" button over and over.

Same time, Sanctum

A portal opened and Giles turned to see Ethan appear.

"Ethan."

"Rupert."

"Why are you here?"

"To free these people for the Master's plan", Ethan laughed.

"Come on Ethan, do not do this, I know even you are not this chaotic", Giles tried to appeal one last time.

"Seems like you never knew me then", Ethan shook his head.

Giles sighed. "Fine." He threw an enchanted dagger which Ethan deflected. He then threw the Crimson Bands of Cyttoral of the armor but Ethan deflected that too.

Giles took out his gun to fire but the bullets disintegrated near Ethan, who did a gesture and Giles was disarmed before being held telekinetically in the air.

"I will not let you win", Giles snarled, then added defiantly. "We will not let you win. Buffy, Willow, Tara, Xander, Dawn, Peter, Anya, the rest of them. They will stop you all."

"Perhaps they will, but you will not be there", Ethan smirked cruelly. "Goodbye, Rupert."

CRACK!

Giles' neck broke telekinetically as he fell to the ground, dead.

Ethan then looked at all the trapped villains and turned the ancient stone dial. "How would you like payback against those who put you in here?"

Max surged with arc power. Lights throughout the Avengers Tower flickered on and off.

May looked up - the hallway lights were flickering there too. She pushed the elevator "down" button once more.

Hulk punched War before Hulk-2 gave him an uppercut, then Hulk-3 slammed on him, only for War to blast them off.

Fred became Illyria as Buffy blocked a blow from Vamp Xander. "Xander fight it!"

"I have been doing it all this time!" Vamp Xander roared as he punched her back.

Then the Russian, Russoti, Rack, the Edera Demon, Bullseye, Lothos and his Vampires and Absorbing Man appeared.

"Oh my God!" Steve called up Mjolnir before a blast from Ethan sent him back.

"You are all weak and pathetic!" He snarled as the other heroes started fighting these villains.

Logan blocked a strike from X-24 before Old Man Logan kicked him away.

"Giles you-" Rack roared at him and fired as Ripper rolled away to avoid and fired back, Rack blocking with a magic shield.

Bullseye threw shurikens with Matt, Faith, Matt-2 and Elektra leaping or blocking.

Faith-2 started. "Guys this is-"

A Vamp of Lothos knocked her out from behind, while nerd Cordy hid.

Lilah appeared, twirling her sword as she decapitated one Vamp and Wesley staked another.

Ethan was about to fire more when Wanda and Willow held him back together, gritting their teeth as they struggled against him.

Steve threw Mjolnir at War, making him fly back.

Cordelia, Dawn, Slayer Dawn, Angel, Spike, Wesley, Darla, Felicia and Lilah all took on the Vampires of Lothos as Buffy blocked a blow from Vamp Xander and head-butted him away. "Stop this!"

"Never!"

Oz grabbed one Vamp by the throat, now retaining some werewolf strength in normal form too, and managed to rip his head off as Jack did the same to another.

"My Buffy or not, I'll make you all pay", Lothos sneered.

"Flame on", Johnny fired at Ethan from a side, making him fly off due to the surprise attack.

William was terrified. "What the bloody he-"

He tripped and knocked himself out.

Doctor Otto looked at Max in horror. "Oh my God. What have you done?"

Max snarled. "I liked you better before." He unleashed a Stark-grade cascade of ELECTRICITY... blowing Otto back through the room wall!

Otto tore through glass and steel before finally coming to a wrenching stop - his tentacle arms gripping the side of the building.

He then climbed away, disappearing into the night.

As the Russian marched to Frank-2, Illyria kicked him away, knocking him out, then Gunn rammed into Russoti, sending him down and punching his face.

Ethan got up when Liam fired a blast of magic at him from behind, sending him down again. "Oh you-"

Ethan blasted him back before blocking a combined assault from Willow, Wanda and Tara, the latter using some weak Eldritch magic.

One Vamp came at sexy Tara when she enhanced her foot with magic and gave him a spin kick, sending his head flying off.

"Damn! You are badass!" Vamp Willow commented. "I'm turned on." With that, she grabbed a Vampire from behind and threw him off.

Vamp Xander threw Buffy into a wall before she dodged to avoid his leaping kick and getting up, kicked him into the wall.

May headed for the emergency exit door, racing downstairs.

Max and the swirling cloud of sand that was Sandman approached the burst-open room wall. Sandman propelled himself forward, Max following after... transforming into a being of pure electricity.

The shelter truck down below rocked violently.

SLASH! SLASH!

Lizard exploded out of the hole he cut open and ran off.

Bystanders scrambled for cover as Max and Sandman took to the wind and flew off.

Hulk-2 grabbed Absorbing Man from behind, Hulk and Hulk-3 pounding on him before a blast of his new energy sent them flying off.

Ethan saw Johnny about to fire at him again and hit him with a blast of enchanted water, making him groan in pain as he fell down.

X-24 rammed Old Man Logan into the wall before Logan stabbed him from behind, pulling him off and throwing him down.

Peter punched Goblin who then smashed Peter through a window... but Peter fired a web and pulled himself back inside... only to be flung through another window, outside onto the balcony.

The overhead lights flickered as May hurried down the stairs.

Goblin pounced on Peter. Peter webbed the balcony above to flip himself on top of Green Goblin, smashing him down to the balcony below.

Peter tried to swing away.

"No, you don't!"

Goblin grabbed Peter's leg and threw him through a window.

CRASH!

Peter was taking a beating.

Buffy blocked a blow from Vamp Xander and smacked his face, then spin kicked him before he grabbed her foot and tripped her.

Steve brought Mjolnir down on War, then pounded on him thrice before War grabbed his wrist and hurled him away.

Absorbing Man tried to strike when Steve aimed his hand and stopped him, throwing him off for a bit.

Willow dodged a blast from Rayne who then had to use a magic shield to block a combined assault of Tara and Wanda.

Russoti rammed Gunn into a wall, only to get kneed in the gut and thrown down.

As Lothos swung his sword, Angel ducked and Spike kicked his face, sending him back while Johnny fired at the Edera Demon, making it screech in pain.

CRASH!

Peter was thrown through a wall and into a hallway. Goblin kicked through a door and stepped out, looming over him.

"Strong enough to have it all..." Peter webbed a table at Goblin. He knocked it away effortlessly. "Too weak to take it!"

Goblin punched Peter in the chest. Peter went flying down the hallway, but recovered and charged! He jumped on top of Goblin, brutally punching, not holding back.

Goblin smiled at Peter taking punch after punch. He laughed maniacally. Goblin effortlessly smashed Peter through the floor into the hallway below.

Green Goblin looked down at him through the hole in the floor, then disappeared.

"Trying to hold it all in! Trying to keep my feeble humanity! For what? Friends?!" Vamp Xander ranted as he grabbed Buffy by the throat before slamming her down.

He tried to choke her, taking Vamp face, as Buffy head-butted him, tossing him away.

As War lifted Steve by the throat, the 3 Hulks rammed into him from behind, sending him flying off.

Matt and Matt-2 flipped around to avoid throws from Bullseye, Elektra deflecting some before Faith spin kicked his face, sending him crashing away.

Peter struggled to his feet, hobbling towards a window, and webbed it open. He climbed outside and up the wall to the floor above. He stopped to catch his breath, looking down at all the damage below.

ROAR!

Lizard leapt onto Peter from above. They tumbled down the side of the building. Lizard clutched Peter by the throat.

"I told you there'd be consequences!"

"Dr. Connors-"

Lizard hurled him through a window. As Lizard took off, Goblin seized Peter, smashed him against the ceiling and then down... through floor, after floor, after floor...

"Rack, stop this!" Ripper tried to reason. "Don't you see how bad it is?"

"Shouldn't have locked me up", Rack sneered as he fired a magic blast which Ripper avoided, then fired his own as both clashed.

May emerged from the stairs, running towards the front doors- BOOM!

Peter and Goblin crashed through the ceiling, landing in the lobby. Goblin straddled Peter, strangling him.

May pulled something out of the bag of cures - the Green Goblin anti-serum!

"Your weakness, Peter, is morality. It's choking you!" Goblin squeezed harder - Peter gasping for air. "Can't you feel it?"

May ran forward and stabbed Goblin in the neck with the cure. Goblin screamed and Peter gasped. May staggered back, as Goblin pulled the cure device from his neck and threw it to the ground.

"It didn't work! Norman was right. He got it from you. That pathetic—" Goblin landed his foot on Peter's back, slamming his head into fallen debris. "-sickness!"

May grabbed a metal rod from the wreckage, as Goblin grabbed Peter, pulling his head back to whisper in his ear. "You tried to fix me—"

"May, go—"

But May wouldn't leave Peter.

"Now... I'm gonna fix you."

Peter called out to May, pleading. "May, run, please..."

May clenched the metal rod, psyching herself up when- CRASH!

Green Goblin's glider exploded through the glass doors of the lobby... and cut May down!

Goblin leapt on top of the glider.

"Peter, Peter, Peter... no good deed goes unpunished. You can thank me later."

Goblin glanced at May - on the ground, but still moving. As Peter realized what Goblin meant, he released a live pumpkin bomb. He tossed it towards May... Peter leapt to catch it... barely managing to knock the bomb aside—BOOM!

Goblin rocketed away on his glider, using pumpkin bombs to blow up the cop cars that had come due to the destruction. When he was done, the plaza was a fiery, smoky wasteland.

He then disappeared in a purple light.

The other villains to disappeared in a purple light.

"Oh my God!" Tara looked around at the destruction as Steve, Illyria and Wanda helped Tony, Pepper and Tony-2 back up, while nerd Cordy popped out of her hiding place.

The Matts and Elektra helped up the Franks, with Faith helping up Faith-2 and Liam helping up William as Willow realized. "Giles!"

"He was guarding the gits", Spike muttered as Willow and Tara rushed to the open portal.

Buffy staggered in. "He disappeared." Then she realized the same thing as the rest. "What about Giles?"

Not waiting for an answer, she sprinted away.

May got up slowly, groggy and covered in dust, still clutching the bag of cures. Peter sat up, weakened, clutching his side in pain.

"May? May, May, I'm here." May stumbled through the smoke, finding Peter and hugging him tightly. "May! Yeah, I'm here. Are you okay?"

"Uh huh. Uh huh..." She stumbled back. Peter caught her.

"May... it's okay. We're okay, right?"

May gasped. "Yeah, got knocked on my ass."

"Yeah, me too. We all did."

"That's all."

"I think I broke my ribs", Peter clutched his side, wincing. A beat as they caught their breaths, taking in all the destruction. "This is all my fault, May."

"No."

Dawn and Felicia ran down as Peter said. "I should've just listened to Tony and Giles and let Strange send them back."

May assured. "You did the right thing. They would have been killed. You did the right thing."

"But it's not my responsibility, May."

"Oh. What Norman said?" May asked incredulously. ""My moral mission?" No."

Peter started. "No, you—"

"No, no, Peter, you listen- You listen to me!" May rested her hand on Peter's chest. "You have a gift. You have power, and as Ben used to say, with great power, there must also come great responsibility. Hmm?"

Dawn and Felicia both had tears as Peter nodded. "...Yeah, I know."

"Let's get the hell out of here."

"Okay, let's go."

"Let me just... catch my..." May noticed something on her hands - BLOOD. Dawn covered her mouth as May dropped to the ground.

Buffy rushed into the Sanctum, seeing Willow and Tara having looks of despair.

"Willow? Tara? What's going on? Where's Giles?"

Willow held her shoulders. "Buffy-"

"What? What?"

Tara held up her hands. "Listen ple-"

"No!" Buffy rushed past them both.

Peter leaned over a fallen May. "What happened? Are you okay?"

"I'm okay."

"Yeah, you're okay. What happened?"

"...Just have to... just catch my breath."

"Okay, well catch your breath. I'm right here. We're gonna take our time, you catch your breath, and then we'll take you to a doctor, okay?" Peter looked at May's side, then held up his hand – it was covered in her blood. His face fell.

May inquired kindly. "Are you okay?"

Peter called out, frantic. "Dawn, Felicia, help! I need an ambulance, please! Help!"

Felicia nodded and ran to call one as May asked. "What happened?"

Peter turned back to May, holding her face in his hands. "Nothing happened. You're okay. You're okay.."

"I just... need to catch my breath..."

"I'm right here. I'm right here... we're okay. Just me and you." May's breaths slowed. Her eyes glazed over. She fell still.

"May? ...May? Will you look at me, May? Please?" Peter gently shook her as Dawn fell to her knees behind him, crying already, hugging his chest. "May? ...May? What are you doing, May? Please, will you just wake up and talk to me? Please?"

Buffy finally made it to the prison and saw Giles' broken corpse. She tried to form words but none came. Willow and Tara walked up behind her, with Spike, Angel, Cordelia, Ripper, Wesley and Lilah coming in soon after.

Buffy fell to her knees, Willow and Tara crying as well as Cordelia hugged Angel, sobbing into his chest. Angel and Spike just watched with looks of disbelief, with Wesley and Lilah lowering their heads sadly.

Ripper seemed stunned. His doppelganger…..was dead!

"Giles?" Buffy shook him. "Giles?" She whispered. "Dad?" He didn't move as she shook him again. "Dad?" No movement. "Daddy?"

The tears were coming out now as Buffy begged. "Daddy, please wake up! Don't go please!"

Spike grasped Buffy, hugging her as she broke down, sobbing into his chest. "I shouldn't have left him."

"Shhhh."

"I shouldn't have left him."

Trembling with grief, Peter whispered to May. "It's just me and you, okay? It's just me and you. He kisses her forehead. "Oh May, I'm sorry. I'm so sorry. I'm so so so sorry."

He and Dawn cried as Felicia returned, Peter looking at her, and she realized what had happened.

May let out one final tear, and was finally gone.

The heroes had lost 2 beloved parental figures.

Apocalypse was in Camelot with his Horsemen, having gathered all the Universe-hopping villains to him. There were some who the Heroes hadn't even found yet.

"I know that you want to have your revenge for being locked up in the Sanctum. Rest assured, I will let you all have it when the time is right, and then you can go back to your worlds at last and do whatever you want."

Chapter Text

Willow, Tara, Dawn, Slayer Dawn, Spike, Xander, Anya, Felicia, Matt and Faith were in the apartment of Xander and Anya, Miss Kitty and Bear nearby, lying on the ground, both sensing the grief of everyone.

Slayer Dawn did not know this Giles, but he seemed just like her own.

Anya was sobbing loudly, Xander holding onto her while failing to control his own tears, with Dawn sitting on the bed, crying with Willow and Tara trying to comfort her and themselves.

Faith had tears rolling down her cheeks as Matt held her for comfort, with Spike, Felicia and Slayer Dawn standing sadly nearby, controlling themselves as well.

After a while of crying, Dawn asked with a lump in her throat. "Still nothing?"

Willow checked her phone and shook her head. "No."

Peter and Buffy had both left a while later, shaken up and broken from losing their remaining parental figures and mentors.

Tara whispered. "I just wish we could see her." Tara's gesticulating with the Sling Ring on her hand caused SMALL SPARKS to appear!

"Tara?"

"Yeah?"

"Do that again baby."

"Yeah", Tara gesticulated, larger this time. "I just wish we could see her." More sparks as a small portal opened, then closed!

All now stood, alert. Tara was decent with Eldritch but not as good as Willow, hence the little struggle.

"Okay..." Tara psyched herself up and tried again, even more forceful. "I just wish we could see Buffy!"

The PORTAL WIDENED!

And then from the other side leapt in a middle-aged blonde woman in a coat, having a sheathed sword on her waist, some stakes on her coat's inside.

Bear started barking at her as Miss Kitty did a strange 'meow'.

"That's not Buffy", Spike shook his head.

"What? No! I'm Buffy, the Vampire Slayer", this new blonde woman introduced herself, waving a hand.

"And we're just supposed to trust you?" Slayer Dawn folded her arms.

"Who are you all?" Buffy-2 inquired.

"This is not our Buffy, but she is Buffy", Matt finally said as all looked at him.

"You sure?" Anya asked.

"Yes", Matt nodded.

"Oh boy!" Faith realized as she picked up the barking Bear.

"Not your Buffy? What do you…..?" Buffy-2 was confused.

"You know of the Multiverse?" Willow asked her.

"No I don't…..wait…it was on that TV show!" Buffy-2 remembered, then her eyes widened. "Its all real? This another Earth?"

Xander nodded. "Yeah."

"Does explain how I got here all of a sudden", Buffy-2 commented.

Suddenly, she felt some sort of menstrual cramps and looked at Spike. "You're a Vampire!"

"How did you know, luv?" Spike asked.

"My PMS!" She revealed, making the girls share weird looks. "It can detect Vampires."

"Weird", Dawn muttered.

"Why do you all have a Vampire with you?" Buffy-2 inquired.

"He has a soul, it makes him a good guy", Tara revealed.

"Okay…..what? A soul?"

"Yeah. Having a soul makes Vampires good, if they were good people before."

"Oh! Don't have it at my place."

"So we got a different B with a PMS power, great", Faith scoffed as Buffy-2 looked at her. "Name's Faith, also a Slayer."

"And I'm Dawn, your sister from a different Earth, also a Slayer", Slayer Dawn waved.

"I'm Dawn of this Earth, not a Slayer though", Dawn shrugged.

"Where are your marks?" Buffy-2 inquired.

"What marks?" Faith was confused.

"So, the birthmark stuff is not a thing here, got it", Buffy-2 realized.

"Try it for our other friend", Matt told Tara who nodded.

"Yeah", she sighed, then gesticulated. "I want to see Peter Parker!"

With that, another portal opened. On the other side, a dark figure in an alley. ...Peter?!

Anya peeked and gasped as Dawn squinted into the portal. "Is that him?"

Willow shrugged. "Yeah, yeah, it has to be."

All of them started calling out except Buffy-2.

"Peter... Peter!"

"Hey, Peter!"

"Peter!"

The dark figure heard them, running for the portal, and- -jumped through, into the room, to reveal it was Spider-Man!

But he was wearing a different suit, darker, sleeker and athletic.

"Whoa!" Dawn and Felicia went as Anya screamed, Matt detecting a different heartbeat, with Bear barking again as Miss Kitty meowed.

"An!" Xander tried to calm her down.

"Who's the suit guy?" Buffy-2 asked.

All noted this guy was also almost 6 feet, taller than Peter.

The new Spider-Man waved. "Hi... hi!" Anya threw a pillow at Spider-Man, then hid.

"No, no, no... it's okay, it's okay, it's okay. I'm a nice guy." Spider-Man pulled his mask off to reveal a young and handsome man. "Okay..."

The eyes of the Scoobies widened as they recognized him.

Slayer Dawn asked. "Who the hell are you?"

"I'm Peter Parker."

Slayer Dawn shook her head. "That's not possible."

The previous experience had left her with a distrust of the newcomers.

"You're…..Richard Parker", Dawn managed to say, confusing the new Peter Parker.

"Richard….that's my dad", the new Peter said.

"Oh!" Willow came to a realization.

"I am Spider-Man... in my world. But then yesterday, I was—" He couldn't explain it. "I was just here."

Anya peeked around the corner, as Peter-3 turned and studied the portal, geeking out. "Wow... string theory, multidimensional reality, and matter displacement..." He turned to the rest. "All real?"

Except Buffy-2, all nodded. "Yeah..."

Tara spoke aside to Willow. "This has to be because of the spell of Apocalypse."

Peter-3 inquired. "The spell?" Like magic spell? Magic's real here too?"

"Yes it is", Matt nodded, getting his heartbeat and realizing he was genuine as well.

"So we got a really adult Peter", Faith noted.

"Looks like it", Dawn nodded.

Slayer Dawn suddenly said. "Prove it."

"Prove what?"

"That you're Peter Parker."

"I don't carry an I.D. with me. You know, it kind of defeats the whole "anonymous superhero" thing."

Slayer Dawn threw a yema roll at him. All were surprised as she took a defensive stance.

"...Why'd you do that?"

"I was trying to see if you have the tingle thing."

"I have the tingle thing, just not for bread."

And she picked up another yema roll—

Peter-3 raised a hand. "Can you not throw the bread again? You're a deeply mistrusting person... and I respect it."

He jumped up and stuck one hand on the ceiling. He was hanging there, feet off of the ground.

Slayer Dawn was still not impressed. "Crawl around."

Dawn started. "Lo-"

""Crawl around"?"

"Yes."

"Umm, no."

"Yes. Crawl around."

"Huh? He looks nice", Felicia said in a flirty tone at last as Peter-3 groaned at the antics.

"Why do I need to crawl around?"

Slayer Dawn responded. "'Cause this is not enough."

"This is plenty."

"No, it's not."

"Yes, it is."

"No, it's not."

"It is."

"Nuh-uh."

"How do I stick to the ceiling?!"

Slayer Dawn threw another yema roll at him. "Do it." She reloaded with another. Peter-3 shook his head and sighed, still hanging from the ceiling by one hand.

"Leave it Slayer Dawn", Matt told her.

"Uh, hey?" Anya called out as Peter-3 looked at her. "Can you get the cobweb", she pointed, "there. Since you're, like, up there?"

"Very much appreciated", Xander added.

"Yeah", Peter-3 put the mask in his mouth and crawled over and grabbed the cobweb.

"Thank you", Anya said as he then dropped back to the ground, dusting himself off.

"We good?"

Before Slayer Dawn could speak, Dawn nodded. "Yeah we are."

"Two of you? Doppelgangers again?" Peter-3 asked and got a nod. The portal closed behind Peter-3. He stood there, shrugging like - what now?

Buffy-2 was just confused as hell. "I thought I wasn't an airhead anymore."

Tara sighed. "So, I opened the wrong portals to the wrong Peter Parker and wrong Buffy Summers."

Willow nodded. "Yeah. I guess you just keeping doing it until we find the real ones."

"Ouch", Peter-3 and Buffy-2 said together.

"No offense."

"Okay.."

Willow assured Tara. "Okay, you got it."

Tara tried again - swinging her hand in wide circles. "Find Peter Parker."

Peter-3 inquired on seeing the Sling Ring. "What's the thing on her hand?"

Dawn and Willow shushed him. Tara continued to gesticulate. "Find Peter Parker. Find Peter Parker!"

Suddenly, a portal opened behind them as they whirled around, Matt sensing a different heartbeat again.

On the other side stood a figure in silhouette. The figure stepped through the portal to reveal a middle-aged man in civilian clothes.

The Scoobies' eyes were wide in recognition again, with Bear barking as Faith shushed him. Miss Kitty just did a 'meow'.

Felicia scoffed. "Great, it's just some random guy."

"No, its not a random guy….." Tara trailed off, all of them staring at the man who looked exactly like Ben Parker.

The new man gave a wave.

"Hello. Um, I hope it's okay, I just came through this, uh—" The portal closed behind him. "Oh. It just closed."

Dawn asked. "You're Ben? I mean Peter?"

He nodded. "Yeah. Peter Parker. Ben Parker was my uncle. I... I've seen you all- on public news—" He spotted Xander and Anya, who waved as he kindly waved back.

"Hi."

"He's telling the truth", Matt told the others.

The Scoobies were shocked to realize that there was a Peter who looked like Richard and another who looked like Ben.

Peter-2 paused on noticing Peter-3 across the room. They eyed each other. Both sensing something. It was like two gunslingers sizing the other up. Peter-2 had seen this Earth's Spider-Man on public news too and knew he'd a different suit, plus was shorter. "Wait, he's- He's not your friend."

Then-

THWIP!

THWIP!

Peter-3 fired a web at Peter-2, who dodged it with super-human speed and fired a web back. Peter-3 dodged, equally fast.

They both flipped in mid-air and landed on the table.

Peter-2 quickly webbed Peter-3's web-shooters, proving he was faster on the draw. Peter-3 nodded, impressed as Peter-2 just smiled.

"Blimey!" Spike realized as he asked Peter-2. "Wait, so you're Spider-Man too. Why didn't you just say that?"

Peter-2 responded to him. "I generally don't go around advertising it. Kind of defeats the whole "anonymous superhero" thing."

Peter-3 added sotto. "I just said that."

Dawn said sotto about Peter-3. "It's what he just said."

"True that", Matt nodded sotto.

Anya then asked. "Could you all clean up the webs you just shot?"

"Yeah, you made a bigger mess than before", Buffy-2 chuckled.

Peter-3 apologized. "Oh, sorry, ma'am."

Peter-2 nodded. "Yes, of course."

Peter-3, Matt and Faith started cleaning up the kitchen, as Peter-2 approached the rest. "Uh, this might seem kinda weird, but... I've been trying to find your friend ever since I got here. I just have this sense that... that he needs my help."

Peter-3 added. "Our help." Peter-2 nodded in agreement.

Dawn sighed. "...He does."

Willow turned to Buffy-2. "Think our Buffy might need some help too."

"Why? What happened?"

"Her Watcher died", Xander had tears again as he sat on a chair, missing Giles.

"Oh! I'm sorry."

Tara told them. "We don't know where they are though."

Peter-2 then asked. "Well, uh, is there some place that he might go that has meaning to him? Like a place where he would go to just-"

Peter-3 added. "Get away from everything?" A glance of acknowledgment between the two.

Peter-2 explained. "For me, it was the top of the Chrysler building."

Peter-3 then spoke. "Empire State. It's just... it's a better view."

Peter-2 agreed. "That is a sweet view."

Dawn got a realization. "Yes. Yeah. I... I think I know exactly where that would be."

"I think I know where I would be if I wanted to be alone", Buffy-2 then said.

"Well then, let's go", Spike noted.

Buffy sat in the NY Cemetery, her back to a grave. She sometimes just liked sitting in a cemetery, all alone, to get away from everything. If a Vampire came she could just stake that one.

Here, even that wasn't the case as Demons did not come to New York much.

Giles was gone! He had been there with her for over seven years now. He wasn't just her Watcher, even if he'd started out like that.

Rupert Giles was her father, not Hank Summers. And she knew, she'd known it ever since she'd stopped him from going after Angelus over Jenny.

He made his mistakes, but he loved her like she wanted her father to, and after her mom was gone, Giles was the only parent she had left.

Now he was gone!

Then next moment Willow, Spike, Tara and Xander appeared, wrapping Buffy in a hug. Dawn was torn over who to go to, Peter or Buffy, but the four had assured her they'd got Buffy, she and the rest needed to go to Peter.

Buffy collapsed in their arms and sobbed, with Willow, Tara and Xander crying as well, Xander saying. "I'm sorry, Buff. I'm so sorry."

Buffy kissed his hand. "He was….."

"I know", Xander nodded.

"He was to us too", Willow whispered.

"Buffy", Tara then said as Buffy turned to her. "There's someone here to see you."

"Yeah, she wants to talk", Spike added.

"What?" Buffy turned around and stood up as a woman walked out of the shadows, revealing herself to be Buffy-2, staring Buffy down with sympathy and kindness in her eyes.

Buffy looked hesitant as she stepped between Buffy-2 and her friends. "Hey, wait, you are-"

"Yes Buffy", Buffy-2 gave her a nod. "I'm you." She added sadly. "I'm so sorry about Giles. I know-"

"You know? Really?" Buffy sounded harsher than she intended to. "I let him stay there with the imprisoned villains." Buffy had tears now. "I shouldn't have let him stay."

"I lost my Watcher. His name was Merrick", Buffy-2 revealed, shocking Buffy as her first Watcher too was Merrick. "He tried to protect me from Lothos, Lothos stabbed him with his own stake."

Buffy nodded, rubbing her face. "Lothos got to my Merrick too when I first started. Merrick shot at Lothos to buy me time to get away, then he shot himself to prevent Lothos from siring him and using him against me."

"He told me to do things my way, not by rules of others", Buffy-2 explained. "I stopped Slaying for a while, I was traumatized."

"So was I", Buffy muttered.

"But I had to protect the school from Lothos' cabal", Buffy-2 finished telling her. "So I took him down for Merrick."

"I did the same, burnt the school gym", Buffy whispered.

"And what do you want to do now?" Buffy-2 asked her doppelganger. "About the one who did it?"

"I...I want him to pay", Buffy said, running a hand through her hair. "I want to make sure he never hurts anyone ever again."

Both looked at each other, overwhelmed by the uncanny connections. These similar losses and experiences, bounding them over Universes.

Buffy-2 said. "I didn't know Giles, but I know he was a good man who cared about you, what would he want right now?"

Buffy knew exactly what he would want, and gave a nod to her doppelganger.

At the Empire State building rooftop, Peter sat alone. The bag of destroyed cures was next to him. Suddenly Dawn, Felicia, Matt and Faith appeared and wrapped him in a hug. Peter collapsed into them and sobbed.

Dawn whispered. "...I'm sorry." She gently pulled back.

"Peter", Peter turned to Matt. "There's some people here to see you."

"What?" Peter leapt up, sensing them, Peter-2 and Peter-3 stared down from a nearby tower, silhouetted by the moon. Peter took a protective stance, guarding his friends, as Peter-2 and Peter-3 swung down.

"Hey, wait, wait- whoa! Uncle Ben?" He looked at Peter-2 before turning to Peter-3. "Dad?"

"Yeah, the other Peters are doppelgangers of your uncle and dad, Spidey", Faith muttered to him as Peter looked between both.

The other Peters' faces said it all. Yes, we're... you, and look like your Uncle Ben and dad.

Peter-2 spoke first. "Sorry... about May."

Peter-3 added. "Yeah, sorry. I've got some understanding of what it—"

"No, no, no... please don't tell me that you know what I'm going through", Peter cut them off forlornly.

Peter-3 nodded. "Okay."

Peter blamed himself. "She's gone. And it's all my fault. She died for nothing." He looked up. "So I'm gonna do what I should have done in the first place. I'll put them all in prison and make sure they're sent back."

Peter-2 tried to talk him down. "Peter—"

"Please, don't! You don't belong here, either of you. So I think its best for all to go home. Some of those other guys are from your worlds, right?"

Peter-3 nodded. Peter then said. "So you deal with it. And if they die, if you kill them... that's on you. It's not my problem. I don't care anymore. I'm done." He looked at them for a bit, then added sincerely. "I'm really sorry that I dragged you into this. But you have to go home now. Good luck."

Peter turned to Dawn, but her face said it all- just hear them out.

"My uncle Ben was killed", Peter turned to Peter-2. "It was my fault."

"I lost..." Peter-3 tried to catch his losing voice. "I lost Gwen. My, um... she was my Dawn." Dawn looked at him sadly as he looked at for a moment before turning back to Peter. "I couldn't save her. I'm never gonna be able to forgive myself for that." Peter-3 continued his dark tale, sniffing every now and then. "But I carried on, tried to, um... try to keep going, try to keep being the uh... that "Friendly Neighborhood Spider-Man," 'cause I knew that's what she would have wanted. But at some point, I just- I stopped pulling my punches. I got rageful. I got bitter."

The others looked sympathetic as Peter-3 remembered his brutal beating of Harry for Gwen's death. He had only stopped at the last moment, and then Harry had killed himself with his own glider.

"I just don't want you to end up like... like me."

Peter-2 continued his tale at that point. "The night Ben died, I hunted down the man who I thought did it. I wanted him dead." He told Peter sadly, remembering confronting the man. "I got what I wanted." And then he added, remembering the man falling to his death. "It didn't make it better. It took me a long time to learn to get through that darkness."

Peter was reeling, struck by their losses. Their regrets. Their warning. Even the others were.

Peter confessed at that point. "I want to kill him. I want to tear him apart." He had tears. "I can still hear her voice in my head. Even after she was hurt, she said to me that we did the right thing." Dawn held his hand, Felicia putting her hand on his shoulder. "She reminded me of Ben and told me that, "With great power-"

"-Comes great responsibility", Peter-2 finished the quote.

The three of them looked at each other. How did they know?

"Wait, what?" Peter inquired in surprise. "How do you know that?"

Peter-3 informed him. "Uncle Ben said it."

"The day he died", Peter-2 nodded.

The three Peter Parkers stared at each other, overwhelmed by this uncanny connection. Bound together across Universes by those words.

Peter-2 advised his younger self, his alternate nephew. "Maybe she didn't die for nothing, Peter."

And a while later, all of them with the new doppelgangers were at the Avengers Compound. Betty and Cho were back too, having gone to give medical aid during the evacuations before.

The Compound had been rebuilt around the time Team Angel had taken over Wolfram and Hart. Now with the Tower gone, they were going to use it.

The three Peters, Fitz, Simmons, Cho, Tony, Tony-2, Fred, nerd Cordy, Bruce, Bruce-2, David and Betty looked over the broken cures.

The rest watched from nearby.

"Okay so, uh... Connors, Marko, Dillon, and um..." Peter hesitated. He set aside the cure for Goblin. "Uh, look, I think that I can repair the devices for Dillon and Marko, but the others—"

Peter-3 shrugged cockily. "Oh, I got Connors. I've already cured him once, so no big deal." He saw their looks. "What? It's no big deal."

"Please do cure him, he was a good man here", Dawn requested as he nodded.

Peter-2 nodded. "Great."

Peter agreed. "Yeah, that's great."

"Well, I think we got it", Tony commented, looking at Peter-3. "You know, I think you can run a place of your own."

"Probably yeah, not interested though", Peter-3 shrugged.

"You look exactly like my Peter", Tony-2 told Peter-2. "Everything's the same."

"Well, good to know", Peter-2 simply shrugged.

"You're Bruce, huh?" Betty looked Bruce-2 up and down.

"Yeah, and you're Betty", Bruce-2 commented. "You look different from mine, but you're exactly like her in everything else."

"Thank you", she smiled as he smiled, and she turned to David. "You're called David, then?"

"I know, its their dads here, but I'm Hulk at my place", David sighed.

Natasha, Clint, Sam and Bucky were back too, and staring at Johnny who was goofing off in a corner. Natasha said. "I still can't believe he is Steve's doppelganger."

"Yeah, I called Steve punk but it's this guy actually", Bucky muttered.

"Well, something tells me trying to flirt won't end well here though", Sam commented.

"Wanda told me he tried to and that Liam guy, Angel's doppelganger got him", Clint told the rest, all snickering at the image.

"You're married then?" Buffy asked, seeing the ring on Buffy-2's finger.

"Yeah", Buffy-2 smiled, looking at it. "His name's Pike."

"Pike…..he was here too", Buffy told her, then sighed. "Didn't work out though, our worlds were not meant to be joined."

"In ours they were", Buffy-2 told her fondly. "But anyways", she looked at Spike. "Weird he's a Vampire, but he's a good guy."

"He is", Buffy nodded.

"And you have a sister who was a ball of energy and turned human and had fake memories implanted into you", Buffy-2 commented, not believing that bit. "That is crazy even by my standards."

"Yeah, we were all surprised", Buffy told her doppelganger. "But she's our own, always has been, always will be."

"I wish I had a sister, ball of energy or not", Buffy-2 hoped. "At least if yours is anything to go by."

Buffy nodded, then asked. "So Watchers, they are pseudo-Immortals on your Earth?"

"Its just one, he is reborn after every death to guide us Slayers, it was Merrick for me", Buffy-2 sighed sadly. "While Slayers have birthmarks."

"None of that stuff here", Buffy muttered, fascinated by the similarities and differences both. And part of her wished the pseudo-Immortal thing was true on this Earth. Maybe that way she could see Giles again one day, years later.

In the corner, baby Connor, baby Morgan, Bear and Miss Kitty Fantastico the 2nd were playing with Mr. Gordo the pig, Liam having done a spell to prevent Buffy's beloved toy pig from being torn apart.

Faith-2 was with them, having fun with the babies and pets. "Yeah, come to mama, just like that." They all looked cheerful.

Angel, Cordelia, Matt, Faith (yeah, she didn't care about her doppelganger's antics much now), Darla, Pepper, Willow and Tara grinned at the scene before Xander arrived. "Uhh…Angel."

"Yes?" Angel turned to Xander, who gestured, so Angel followed him, the two walking to Spike.

"Spike."

"Yeah, what's the matter, mate?"

"Look, uhh, I know we have never been friends", Xander started.

"Understatement of the century", Spike quipped.

"Then, I saw me, Vampire-me", Xander sighed, looking at both of them. He had been struggling so long with his bigotry, his dislike of them, which stemmed from a reasonable place but had turned unreasonable overtime. "Seeing him, with half a soul, not of himself but of Willow, half-Vampire, half-human, struggling with both sides, trying to control his bloodlust…I realized you two are the same."

He looked apologetic now. "He's a good guy, who got the bad end of a deal, worse than you two actually. So, I'm sorry. I know you two are not bad. I hope we can be friends now."

Angel and Spike shared a look, then the former raised his hand, Xander shaking it. "I appreciate it, Xander."

Xander smiled as he shook hands with Spike next. "Yeah, much appreciated mate."

Xander felt a burden had now been lifted off his shoulders.

"This all is still so…." William trailed off as Liam decided to deal with it now.

"Look", Liam walked to William. "You swore to protect the innocent, right?"

"Yes."

"And to fight evil?"

"Yes."

"Then take these", Liam handed William a gun and stake. "And do it when the time comes." Liam pointed at Wesley then. "See him? Be like him, okay? Do what needs to be done, and stop acting like a scaredy cat."

William looked at Wesley, seeing his rugged look, he was truly a warrior who had been through a lot, and he'd heard them mentioning Wesley used to be like once before. If he could become like this, then perhaps William could be too.

Thinking about, William seemed a bit more confident now and nodded.

"How did you even become a sodding Watcher?" Spike asked his doppelganger.

"What? You don't know? Father was one", William revealed, and now Spike was thrown. "So he inducted me into it, and I became one too."

"Bloody hell, dad was a Watcher", Spike realized now, never having known that, as his own father had died when he was a baby, meaning the Watchers would have discarded the family, who wouldn't have been aware of it either way.

In William's world, his father had not died when he was a baby, and Liam had never become Angelus, so Drusilla had never been sired, and she'd never turned William into Spike either.

"Things have a funny way of working out", Spike muttered to himself.

Faith-2 started. "But really, fighting and killing and all that, I support the curing bit-"

Lilah walked to Faith, weirded out by Faith-2. "Remember those times you threatened me with death?"

"Yeah?"

"Please kill me now."

""It is better to be violent, if there is violence in our hearts, than to put on the cloak of nonviolence to cover impotence"", Tara quoted Gandhi to Faith-2, who looked at her strangely. "Think you should remember that."

Faith-2 stopped, considering.

Faith asked Faith-2. "Why do you hate violence so much?"

"Because of 'dad'", Faith-2 finally confessed with a sneer as Faith realized what was going on. "What he did to me...I am disgusted by violence, it irks me to see it happen, and its worse when I have to actually use it, so I don't want to."

Faith empathized with her situation. "My dad did the same, but well, it made me worse, until recently." She confessed to Faith-2, then told her. "Look, you don't have to go around hitting people, but when its necessary, sometimes, its needed."

Faith-2 sighed, thinking about it as Faith tapped her shoulder.

Peter-2 told the rest. "I think I can make an anti-serum for Dr. Osborn. Been thinking about it a long time." He noticed Peter's conflicted look. "We gotta cure all of 'em, right?"

Peter played it off. "Right."

"That's what we do", Peter-2 walked off, Fred walking with him.

"I'm helping out."

Ripper sat next to Buffy. "I'm sorry."

"Thank you."

"I…..didn't get along with him", Ripper confessed as he looked at her, still shaken. "But he seemed a good man."

"He was."

"Seeing he died for the right thing", Ripper looked firm and determined. "I'll try to be more like him now."

Buffy gave a grateful smile. "Thanks."

Peter noticed Dawn watching him. "What?"

"Just... three yous", she sighed. "And so many more of us."

Everyone was hard at work now. Xander rolled over to Peter-2. "So, do you have a best friend too?"

"I did."

"You did?"

"He died in my arms, after he tried to kill me but then redeemed himself to save me." A beat. "It was heartbreaking."

Peter-3 whispered to Xander. "Dude..." Xander looked concerned. Will he do that?

Peter worked on one of the cures. He turned to nerd Cordy. "Will you uh... run a diagnostic?"

"Yeah, right now", nerd Cordy started the diagnostic on Peter's laptop, then hurried off.

Dawn sidled up to Peter. "Hey, you okay?"

"Um, yeah, I'm fine. Are you okay?" She nodded.

Peter was forlorn now, blaming himself. "You don't deserve this. I've ruined your life, if I was never in Sunnydale, you wouldn't meet me, none of you would be here, and May and Giles—"

"Hey, no. No, no, no... no", Dawn held Peter's face in her hands. A pep talk, as much for her as it was for him. "Look at me, Peter. I'm here. I'm not going anywhere. We're gonna get through this, and we're going to get through it together. All of us. You, me, Buffy, Willow, Tara, Xander, Spike, Anya, Faith, Felicia, Matt, Cap, all of us. Okay?"

Peter nodded. "Okay."

"'Kay."

Dawn leaned her head against his. Peter relaxed into her.

"Thank you."

Peter-3 watched them with a tinge of longing. The kind of love he had... and lost. But they shouldn't, they were young. Innocent.

Madly in love. Not the puppy kind.

It was pure. Beautiful. Like he and Gwen.

They did not deserve the fate he and Gwen had. They didn't.

He would make sure of it.

"You have someone?"

Peter-2 had noticed him watching Peter and Dawn.

Peter-3 shook his head almost instantly, sending a stab of pain in Peter-2's heart for his doppelganger's loss. "No. I got no time for uh, Peter Parker stuff, you know?" A beat. "Do you?"

Peter-2 sighed. "Uh, that's a little complicated"

"No, I understand. I guess it's just not in the cards for guys like us."

Peter-2 assured Peter-3. "Well, I wouldn't give up. It took a while, but... we made it work."

"Yeah?"

Peter-2 confirmed. "Yeah. Me and…..MJ."

"Oh", Peter-3 realized.

Fitz called out. "Peter!"

All three Peters turned at once.

"Yeah? Oh, sorry. Did you mean—" All three pointed at each other. "Him?"

That brought some chuckles as Xander whispered to Willow. "Meme material."

She snickered too as Fitz continued. "Peter, Peter—"

"We're all called Peter—" They continued pointing.

Maximoff raised a hand. "I'm Peter too."

"Peter Parker?"

"Same again—"

Peter-3 shrugged. "We're all Peter Parker."

Fitz gave up. "It's uh... the computer!"

"Oh!" Peter moved to his laptop, spotting the diagnostic results. "Oh, I'm ready."

"Yeah. Me too", Peter-3 said, looking at his cure. "Okay, so now all we gotta do is lure these guys some place, right? Try to cure them while they try to kill us, and then send them home."

Peter-2 added. "Using magic." A look between them. This was crazy, but we're doing it.

Peter sighed. "Well, that's the plan."

"Great plan, at least the cures work now", Tony quipped.

"Yeah, now we got a real shot this time y'all", Lorne cheered.

"Hell yeah! Let's cheer 'em on!" Faith-2 suggested.

"What kind of dance now?" Harmony wondered.

"Stop, please", Wesley begged.

Peter-3 asked Peter-2. "So, wait, are you gonna go into battle dressed as a cool youth pastor, or... do you got your suit?" Peter-2 lowered his T-shirt collar to reveal he was wearing his Spider-Man suit underneath. "Good."

"Nice work wearing it there", Steve told Peter-2, impressed. "You never know when you might need it."

"Yeah, that's the job, save people", Peter-2 smiled.

"Yeah, just what we do", Steve nodded, the two bonding a bit.

"There's two of them now", Fred muttered to Natasha, Sam, Clint and Bucky. "And not Johnny."

"I know", all four said together.

"Well, we got the Avengers, cool superhero team by the way", Peter-3 rubbed his hands. "The Scoobies, good name again."

"Thanks, it was me who came up with the name", Xander raised a hand as Peter-3 gave him a thumbs-up.

"Team Angel, and everyone else, got it."

Simmons slid over cartridges of web fluid to Peter. "Here are your web cartridges. "

"Thank you."

Peter-2 was confused. "What's that for?"

Peter explained. "Uh, it's my web fluid, it's for my web shooters. Why?"

Peter-2 raised his hand and FIRED A WEB FROM HIS BARE WRIST! The others all reacted in shock or disgust.

"Bloody hell!" Spike gasped.

"Oh my….." Wesley trailed off.

"That was…" Lilah realized. "From his-"

"Wrist, yeah", Buffy nodded.

"How…." Willow was wondering.

"Yeah", Tara agreed.

"That's…..something", Xander muttered.

"Fascinating", Tony muttered too.

"Think it makes sense to me", Bruce told him.

"My Peter can do that too", Tony-2 added.

Peter and Peter-3 said together. "Whoa...!"

Fitz gasped. "That came out of you!"

"Yeah", Peter-2 turned to Peter with a smirk. "You can't do that, huh?"

"No!"

"Its cool but disgusting", Maximoff sighed.

"Cool I say", Oz shrugged.

"Didn't see that coming, should have though", Faith sighed.

"Guess some things are too different", Matt commented.

Peter-3 was amazed. "How on earth does that even...?"

"Anyway, we're getting sidetracked", Peter said. "We just need to draw them somewhere and do the job."

Xander suddenly said. "Peter, I promise you, I won't turn into a super villain and try to kill you."

Peter-3 patted Xander on the back, proud of him, and Peter-2 gave a nod too.

Peter was reeling. "Okay... thank you?" He shook it off. "Um, all right. Here goes nothing."

Dawn declared. "We're gonna kick some ass."

"Okay."

Peter-2 corrected. "Cure. Cure some ass."

Cordelia shrugged. "Cure that ass."

"More like 'kill some ass, cure other ass'", Frank said, cocking his gun.

"I think we should kill all", Frank-3 immediately said. "We tried curing before, look where that got us."

"So yeah, why don't we just shoot them all down?" Frank-2 asked too.

"No, we will save those who can be saved", Steve immediately raised a hand. "Those people deserve a second chance."

Frank-2 and Frank-3 tried to argue but Frank spoke up in Steve's defense, to everyone's shock. "Hey, there's no one else in this room who feels like you guys do. If I had it my way, I'd put a bullet through all of their skulls, but if Cap says we don't, we don't. I know how you guys think, I understand you guys better than anyone else could dream, I understand your loss, your pain, but let me tell you something: there is no one I'd rather take orders from than Steve Rogers."

Frank-2 and Frank-3 shared a look as Steve gave Frank a nod of appreciation, humbled by the respect the soldier showed him. The other 2 Franks realized if their Frank respected Cap this much, perhaps Cap was someone to listen to.

"Fine."

"Have it your way."

And then Thor landed outside, having done a lot of work to save people all over the world.

He opened the door, walking in, looking at Buffy and Peter. "I heard about Rupert and May, my apologies, they were kind and heroic people to the end."

They nodded in appreciation and sadness before Thor spotted Frank-3. "Volstagg?"

"Uhh, no", Frank-3 was confused.

"Thor, that's another Frank", Steve told him.

"Right", Thor spotted Johnny as well. "And we have another you too."

"Hi, I'm Johnny Storm, flame on", Johnny turned to flames, but Thor didn't care, making him groan at that.

David noted this Thor looked much better than his own in appearance, plus probably had greater power too.

"Anyways, we've figured out Apocalypse's plan", Steve started rallying everyone, as Tony opened a hologram to show the crumbled Avengers Tower. "We've figured out what Apocalypse is doing. Our Tower has been turned into a cyborg Demon factory by War."

Some cyborg Demons, clearly modified, were shown, as all looked horrified.

"England is being raided by zombie Knights", Steve added, Tony changing the hologram to show that.

"Well damn!" Spike gasped.

"Yeah…" Wesley trailed off. "We need to-"

"Protect it, yes", Ripper agreed.

"I got this", Wesley assured them.

"And, the army of the God Anubis has been summoned in Egypt", Steve continued, shocking them all as Tony showed a hologram of nine-foot tall muscular humanoids with heads of jackals.

"This world is so crazy", Maximoff commented.

"Yeah, mine was nothing", Old Man Logan agreed.

"And bits of both, good crazy and bad crazy", Peter-2 smirked.

"Then we got some kind of soul eaters in China", Steve finished, Tony showing the hologram of that, terrifying all.

That was when a portal opened and Strange appeared, sighing, while Carol too landed outside, walking in.

"Great job, you all", he said sarcastically. "With the curing thing-"

"Strange look, we're gonna do it, whether you like it or not, Giles and May lost their lives, the ones who can be helped, we help them, the rest go", Steve cut him off. Strange made to argue but then gave in.

"Fine. Anyways, I and Wong were trying to hold back Apocalypse's spell", some light entered Willow, Tara and Dawn, as they realized their Wiccan magic was back. "And we came across someone else who was trying to do the same thing."

"Who'd that be?" Buffy asked. In response, Strange opened a portal a man with golden skin and a staff appeared, all recognizing him.

"Magus?" Thor asked in shock, the heroes of the main Earth glaring at him, ready to battle.

"You….." Carol made to attack him, still angry over the mind control for good reason.

"STOP!" Strange commanded loudly.

"But why?" Willow asked.

Tara then saw the Soul Stone on his forehead and sensed something. "He's…..different."

"How are you still alive?" Matt asked Magus.

"I was reborn from the dust", Magus revealed to the whole stunned group, who were shocked at his return. "However, death….it changed me."

"Same old, same old", Angel muttered.

"When I came back, I became who I was supposed to be. My name is no longer Magus. I am Adam Warlock", he introduced the name he originally was going to have. "I have been trying to return magic to this world, counter Apocalypse."

"He's why you got your Wiccan powers back", Strange confirmed to them.

"How do you have the Soul Stone?" Steve pointed at his head.

"It was my destiny. I felt it calling to me. And it took my older life as sacrifice, the evil soul inside of me", Warlock finished his tale. "I shall aid you in this battle. I shall return all magic to this world, and draw Apocalypse to me, we shall fight him."

"So, bad guy becomes good", Gunn commented.

"We've seen that too", Spike shrugged.

"Yeah, we have", Lilah nodded.

"A few more hoppers I met", Strange revealed, opening a portal as out walked-

"Eddie Brock?" Peter asked in shock.

Peter-2 looked up at the name in surprise, prepared now.

"Oh hi, I'm not from this Universe", Eddie Brock waved at them.

'Spider-Men. 3 of them. We know of that one.'

Brock turned to Peter-2. "Anything the matter?"

"Uhh…I have a friend", Venom covered Eddie, horrifying all. "We are Venom."

"You….." Peter-2 was in shock now, seeing Eddie as Venom, but Strange raised a hand.

"No, he's a good guy, kind of", Strange assured him as Venom uncovered Brock.

"We fight criminals and eat their heads."

Disgusted looks as Peter-2 asked. "That supposed to make it better?"

"Not from your world", Brock pointed out. "And I'm helping here."

Peter-2 sighed and nodded, accepting. "I met a you in my world who was sadly, a jerk, and he tried to ruin my image, and kill my girlfriend, and succeeded in killing my best friend."

"I'm sorry to hear that", Brock said in sympathy, tapping Peter-2's shoulder. "Must have been hard. I'm not like him though."

"Thank you", Peter-2 nodded with a smile.

"Also, got another doppelganger", Strange opened a portal, a tall man in a jacket walking out, looking at them all weirdly.

"I heard there's an apocalypse, was asked if I wanted to help. I said- 'Hell yeah'!" The man told them all.

"And what can you do?" Tony inquired with folded arms.

"This", his face turned into a flaming skull, his jacket also having a burnt look now. He was Ghost Rider!

All those not from the main Earth gasped, with the babies and pets being turned the other way by their parents/owners. Ghost Rider shot Matt a curious look with a titled head, then turned back to normal as he introduced himself. "Name's Johnny Blaze. I'm the Ghost Rider on my world."

"Huh?" Matt muttered, confused. "How did you-"

"Mephisto", Blaze-2 shrugged. "Made a deal with me, I was trapped, but now I've embraced it."

"How can there be 2 Mephistos?" Angel wondered, since Blaze was from a different Earth.

"There are not 2 Mephistos", Strange said, all turning to him. "The Mephisto in our world, he is the main one, the real one, with all the power. The other Mephistos in other worlds, they are pieces of him, small parts, like his incarnations, doing the same thing as him in the other worlds, but at the end of the day, they are only a part of the essence of the true Mephisto, the one we know."

"Great, so he's even worse than I thought", Blaze-2 said sarcastically while the rest absorbed the info. "Anyways, I'm here to help out, whatever way you want me to, as long as evil's punished."

He added himself to the group of heroes.

"You have his power too?" Blaze-2 asked Matt.

"Yeah, I do", Matt confirmed.

"Sorry about whatever he did to you."

"Thank you, you too."

Blaze-2 nodded.

"And then, some people followed a crack in their world to look for their friend, I found them when they came here", Strange looked at Johnny with a smirk, then opened a portal as out walked a dark-haired man, a blonde woman, and a man made of ROCK!

"Guys..." Johnny trailed off happily, as the woman hugged him.

"Johnny, don't disappear off again!" She scolded him and smacked his chest.

"Ow! Sorry Sue, not my fault this time", Johnny told Susan Storm-Richards, the two sharing a kiss on the cheek.

"Good to see you, Johnny, and we've been briefed on the situation here", Susan's husband Reed Richards said, shaking hands with Johnny.

"Hey man", Ben Grimm waved as Johnny walked to him, both sharing a hug.

"Nice to see ya here, pal", Johnny smirked at him, the rest all watching the reunion between this family.

Reed then noticed Steve. "Whoa! You look like-"

"I know."

"People like him more than me though, can you believe it?" Johnny groaned as all shared a snicker.

"Well, I'm Susan Storm-Richards, his older sister, and you are-" Susan shook hands with Steve.

"Steve Rogers", Steve said, and then one by one the rest all told their names too

"Reed Richards, scientist", Reed raised his hand.

"Ben Grimm", Ben also gave his own introduction.

"We're all the Fantastic Four", Johnny said with a smirk and hands raised to either side.

"Well, the more we can get", Liam shrugged.

"What can you lot do?" Spike inquired, before looking at Reed and Sue specifically. "You two, I mean."

Susan turned invisible and Reed stretched his arm, grasping a cure and then putting it back. The others shared a look and nodded.

"So, another day at work then", Thor quipped, all chuckling.

"So now we got all we could", Steve noted.

"And we will need teams to deal with the Horsemen and their armies as well", Strange pointed out, then added. "Back at Camelot, there is a physical manifestation of Apocalypse's spell, it needs to go too."

"Done, I think", Tony said.

"No living person can survive there", Strange revealed to their shock as Stick appeared.

"Meaning dead people, nimrods", he added.

"I'll go", Angel immediately, sharing a look with Cordelia. "I'll do it."

"Not alone, mate", Spike assured him, sharing a look with Buffy too.

"All three of us", Stick smirked.

"Be careful Stick, please", Matt requested him.

"Oh Matty, not much you can do to a ghost", Stick assured him with a raised hand.

Angel and Cordelia shared a kiss, as did Spike and Buffy, their looks to each other saying it all.

"So Angel, Spike and Stick deal with the physical manifestation", Steve began. "Warlock shall counter Apocalypse, who I know is going to send the Universe-hoppers to deal with us."

"I can be bait", Warlock offered as Steve nodded, knowing he was powerful to handle it.

"When they come, they shall be dealt with, those who can be cured shall get cured, the rest taken out."

"You got it", the 3 Franks raised their guns.

"We have our heavy-hitters, Thor", Thor nodded. "Adam." Matt nodded. "Hulk. 3 of them." The Bruces and David nodded. "And Hercules."

"He has gone to ask his father for help", Thor added, shocking all again. "And I have a plan myself."

"So do we", Matt growled in 2 voices.

"That's Adam", Matt-2 realized, thrown completely.

"I have some stuff that could work", Strange added, getting a nod from Steve again.

"We may have lost before, twice, but not this time", Steve said, all of them having preparations in mind. "Apocalypse thinks we're weak for having humanity, trying to help. We will show him he's wrong. Kennedy, Vi, Daisy, Giles and May, they all died for a cause. A good cause."

Everyone turned to Steve reverently, Fred smiling with glowing eyes, revealing Illyria was present and listening as well.

"And we will not let it be in vain. They don't deserve this. They deserve to have meaning to their sacrifices. And we're going to give that meaning. We shall do this. We shall beat him. For the heroes who came before, and gave their lives to stop this son of a bitch. They may be gone, but together, all of us, we fight as one."

And then Steve looked at everyone in the room. "Some of the people in this room I've known a long time, a really long time," Steve shared a look with Bucky, a slight smile on their lips, "and some I'm looking forward to knowing better." He looked at Peter-2, Peter-3, Buffy-2, Brock, Fantastic Four and the rest of the doppelgangers. "It doesn't matter where you're from, or who you are, what matters is that the people in this room are Avengers. That title means nothing if not for those standing next to you. We've lost friends, family, up to this point. That kind of loss, it's hard to overcome."

Buffy, Peter, and the rest of the Scoobies thought about Giles and May, the Agents of SHIELD all remembered Daisy, as Amanda and Satsu thought of Vi and Kennedy, with the rest too remembering their losses, Peter-2 remembering Ben, Otto and Harry, and Peter-3 thinking of his parents, Ben and most importantly, Gwen, while Buffy-2 thought of Merrick.

"But, you go out that door, you not only fight for them, you fight for everyone. You fight for those who've fallen in trying to take down this son of a bitch. in their memory, we will succeed. No matter where you are, you are not alone."

All of them absorbed what Steve had said, feeling inspired now, with Johnny and his family completely thrown off now by how different Steve was from Johnny.

"You are all the Earths' Mightiest Heroes. Your Earths, our Earth, doesn't matter which one, but you are. The end of the Multiverse is here, and it's our job to stop it. You have your assignments, Apocalypse and his Horsemen must be stopped, no matter what. Do whatever it takes to cut his forces down to size, and then we take the fight to Apocalypse himself."

The crowd all nodded as Steve continued.

"This isn't a battle of good vs evil, it's a battle of survival. We fight to save the Multiverse itself. The world is counting on us. EVERY world is counting on us, and we will not fail. Each of you are heroes, but today, we are all Avengers."

All of them had hope in their eyes. They would fight with all of their courage and power, and they would win.

Susan told Johnny, awed by Steve. "You should be more like him." Johnny groaned as Ben laughed at him, while Steve just sighed.

"Johnny, I think you're good the way you are", Steve assured him, and now Johnny had a smile.

"Thanks Cap, much appreciated", he did a mock salute.

And with that, all were prepared for the final battle.

Apocalypse was prepared for his assault, his Horsemen leading the armies, while the Universe-hoppers were going to deal with the other nuisances. And he knew they would make a play for the manifestation of his spell.

He turned to 2 figures in the darkness. "You two shall protect it."

And they agreed.

Chapter Text

Hercules was on Mount Olympus, surrounded by the 12 Olympians, his father Zeus on his throne, looking down upon his son.

"Father please", Hercules got down on a knee respectfully. "Apocalypse is the greatest threat mankind has ever faced, he is bringing upon the greatest apocalypse to this world. You all may not have been able to finish him, but we must."

They exchanged looks as Hercules added. "We have to finish what you couldn't, please."

"You are right, son", Zeus finally said as Hercules looked up at him. "I am proud of you. You're a much better man than I ever was."

"You're not even close", Hera added with a scoff as Zeus sighed.

Zeus raised a hand as great power shot out of him into Hercules, increasing his strength and other Godly powers as he rose up, his power now much greater than it was before.

"Thank you, father."

Thor saw his father Odin in the grass of Norway once more. "Father, how do I beat him?"

"Like I said before, the answer lies inside of you, my son", Odin assured him, patting his shoulder.

"Am I supposed to find my strength somehow?" Thor inquired.

"My force, it has passed on to you. And you are stronger, I know you can use it", Odin assured, putting his hands on his son's shoulders. "I know I was not the best father to you or Loki, and for that I apologize. But you are a better man than I ever was. What I failed at, I know you shall succeed at it."

Thor smiled and nodded. "Thank you, father. I love you."

"I love you too, my son."

Matt was once more in Hell, having come before Mephisto, and Blaze-2 was here too.

"Oh great, you're back, disappointment", Mephisto scoffed in anger, then looked at Blaze-2. "And you are here too, with those angelic flames of yours."

"All because of your kid", Blaze-2 smirked as he became Ghost Rider with blue angelic flames, making Mephisto sigh before Blaze-2 came back to normal.

"Apocalypse, you made him", Matt snarled as Mephisto glared at him. "What he is doing now, you are at fault."

"I simply gave him the power, I did not know what he would do next with it", Mephisto shrugged, only infuriating Matt.

"You give people power to corrupt, then sit back and enjoy it", Matt sneered. "That's what you've always done."

"Yeah, and you love trapping people in deals too", Blaze-2 said angrily.

"Merlyn asked me for it", Mephisto pointed out.

"Either way, he is out of control now", Matt sighed. "And I think we both want him gone, right?"

Mephisto considered, then remembered an old prophecy. Aha! That one. Perhaps it was now coming to a head at last.

"When Devil meets the Apocalypse at the end of days, it is then shall the fate of the living be decided."

Matt and Blaze-2 were both confused as Mephisto elaborated. "I made Abaddon to see if he could fulfill the prophecy. Perhaps he will. But do not come to me ever again!"

Matt grunted as he felt himself burn, realizing he had been given more power than before, just some.

"Your power and Apocalypse's are similar. You can draw from Dimensions too, remember that."

Matt nodded, his eyes glowing to show Adam was listening as well. "I will."

Before he was off, Matt asked. "Why does Norman Osborn look and sound like you?"

"Oh I saw him in his world, how he tormented his Peter Parker and ruined his friendship with his best friend, I was inspired to make my human visage look like him", Mephisto revealed and chuckled, and it was rare a human impressed him this much.

"Well, we're going to fight Apocalypse, with the thing that is scraping at the door!" Blaze-2 said, grasping his head.

In New York, the cyborg Demons were attacking, making various buildings fall down. The civilians had mostly been evacuated in a mass evacuation already so building destruction was all the cyborg Demons could do, before shots were fired at them from above.

Ravager ships had arrived, led by the Benatar which was in lead.

"Live for nothing or die for something, boys!" Stakar Ogord cried out as the Ravagers cheered at him.

"Hee-haw! Yeah, take that Demons! Aliens are better!" Quill yelled, piloting the ship and firing at the Demon Cyborgs, taking down a few of them with his expert skills.

"Hell yeah! Get 'em, get 'em, get 'em!" Rocket yelled too.

"Stop acting childishly and take this seriously", Nebula urged the two.

"I am Groot", Groot said.

Drax laughed. "This is great, the destruction, the carnage, I LIKE IT!"

"I sense great evil in the world", Mantis noted, her antennae standing up due to the evil feel of Apocalypse, and she shuddered.

Quill complained. "Why is it we live in Space and the weirdest shit always happens on Earth?!"

War saw them and flew, firing at their ship as they barely avoided.

"WHOA!" Quill groaned. "That guy is-"

He fired again in quick succession as Quill's piloting skills were put to the ultimate test, trying to avoid each and every shot. "Damn it! Damn it! Damn it! Damn it!"

War was about to fire again, and this one would hit, when suddenly powerful lightning from above threw him down.

It was Thor!

His eyes glowed with lightning and the Odinforce as he held up Stormbreaker. "I shall destroy you and your forces, War."

"You can try, Odinson", War challenged. "I was created by Apocalypse. I serve him. Why do you think you can stop me?"

"Because that's what heroes do", Thor shrugged before charging with a roar as they clashed, sending out a shockwave.

An arrow hit one cyborg Demon, making it useless as Clint aimed his bow, firing at a few more.

Natasha grabbed onto one from behind, shocking it, then putting a device inside it as she rolled away. It turned to her, about to fire, before the device exploded, killing that one as well.

Bucky slid towards one, grabbing and tripping it, then used his Vibranium arm to break its head.

Sam fired from above, flying at one and kicking it hard using his momentum, managing to send it back before firing around.

Rhodes was flying above, firing down at the cyborgs as well.

Jessica grabbed one cyborg and punched it thrice, breaking it. "Take that asshole."

Trish did some flips to avoid the shots of one cyborg, then threw one of Natasha's devices at it, making it explode too.

Luke grabbed one cyborg Demon from behind and ripped it apart using his strength.

Danny leapt at another and used the Iron Fist to punch it off, while Colleen blocked one's shots with her flame enhanced katana and sliced it down.

From above Johnny, fired around too. "Hell yeah! My hotness is taking ya all out! Take that!"

"Still can't believe it's the punk", Bucky muttered to himself.

Nearby, Reed stretched his hands, putting devices into the cyborgs that exploded, while Susan used her powers to take down any that came close to her. "They're pretty powerful."

"Yeah, which is why I'm trying to keep my distance", Reed said, stretching and dodging some shots fired at him. "Can you believe Steve Rogers looks like Johnny?"

"That bit was weird, yeah", Susan agreed, blasting back another cyborg. "They look the same, but Steve had a hard life from what I found out."

"Yeah, living through World War II and frozen in ice for decades? And he's still like this? Impressive", Reed agreed, taking out another from behind by planting a device on it. "Not that Johnny's too bad, just fun loving."

"Well, hopefully Steve influenced him", Susan hoped as they continued fighting.

During that time, Bucky came across a man who looked exactly like Steve and Johnny, but he was not either of them. He had a shield, but his suit had the Hydra symbol on it.

"Steve?" Bucky questioned as the man gave a cruel smirk.

"I am Captain Hydra. Apocalypse promised me help to win back in my reality if I help him here", Captain Hydra cracked his neck, prepared to fight. "You will die, weakling. You insult my friend by wearing weakness on his face."

"You insult my friend by wearing sadism on his face", Bucky retorted as Natasha walked up next to him, "You're going down."

Captain Hydra rushed Bucky who blocked his punched with his arm while Natasha smacked him with her batons, making him stagger back.

He punched her away, giving Bucky an opening to punch him away with his Vibranium arm. The battle of the Captain and his best friend was on.

War charged Thor who flew behind him and hit him with lightning, sending him flying off and crashing to the ground. Thor leapt with ax raised that he rolled to avoid as they clashed again.

At England, it was the zombie army causing chaos, finding dead bodies and consuming them as well. Most people had been evacuated but any stragglers were caught and met a brutal fate.

Next moment, arrows were fired at them as spears too were hurled, crumbling various of them. The Asgardians had arrived, with Sif and Valkyrie in the lead, the latter riding her Pegasus Aragorn. Elliot stood behind too.

With them were Buffy holding the M?, Wesley, Lilah, Oz, Russell and the X-Men except Logan and Storm.

The armies clashed, the Asgardian army easily taking on the zombies as Valkyrie flew around, effortlessly slicing multiple with her sword and Sif too skewered them.

Wesley shot their brains with his guns as Lilah decapitated them, Oz and Russell now transforming as they could control it, and with roars, leapt at the zombies, ripping them apart.

The X-Men started taking on them with their powers too.

Ethan Rayne watched, flying down for the fight as Buffy charged him from behind with an angry roar, raising the M?, but he threw her off telekinetically, then held her up in the air. "Hello child."

"You killed Giles", Buffy snarled at him angrily. "You-"

"Oh well, Giles joined the wrong side", Rayne shrugged without remorse over his actions.

"I will…"

"What? You're no match for me."

Next moment, Hulk punched his face hard, making him spit out blood and fly off, turning to the roaring beast.

"Oh you, the beast."

"Hulk is strongest there is." Hulk made to punch again but Ethan blocked with his powers and tossed both away, then they grabbed their heads, feeling pain as Ethan smirked, his locusts flying around and his head opening up to reveal his brain.

"I can control the minds, my dear. What chance do you two have?"

Next moment, someone punched Rayne hard, sending him flying off, and before he could recover, he was punched again, then again, and again, from all angles.

Peter Maximoff had come. He kicked Rayne one time too, sending him off as Rayne flew up, barely recovering.

"Didn't see that coming?" Maximoff taunted. "Even with your brain, I'm too fast for you to get a handle on."

Rayne fired a blast as Maximoff ran off to avoid. Rayne tried to focus to catch his mind, but Hulk then grabbed him from behind and punched him hard thrice, sending him flying off as he groaned in pain.

Some stone golems then surrounded them as Ben appeared. "IT'S CLOBBERIN' TIME!" And then he punched one golem hard, sending it flying off, before blocking another's blow, both struggling against each other.

At Egypt, it was the army of Anubis that Apocalypse had managed to recruit to his side. They were marching through the desert when in front of them stood the Wakandan Army, T'Challa in the lead.

"WAKANDA FOREVER!" He declared as he and his army charged, M'Baku, Okoye and Ayo amongst them.

T'Challa leapt at one jackal head, using his claws to take it out as M'Baku smashed one more a few times, Okoye and Ayo using their spears to slice some more.

The SHIELD Agents appeared in a Quinjet, firing down from above as well.

Scott then grew in size, trampling some jackal heads while Hope fired blasts at some more of those.

Electro flew in, firing powerful electricity around but Tony-2, who now had a suit which did not run on electricity, rammed into him, as both struggled and Electro threw him off. "You shall fall."

"Well, you got to fall to rise, that's the mission I choose to accept", Tony-2 smirked as both fired at each other, then Carol fired at Electro from above, sending him off, and the sky darkened, Storm using her winds to stagger Electro before a combined blow from Tony-2 and Carol sent him to the ground.

As Electro stood up, Hercules grabbed him by the throat, then punched him multiple times.

"YAAAAAAARRRGHHH!" Electro screamed, making Hercules let go as he flew into the air but Tony-2, Carol and Storm blasted down from above, Hercules leaping and grabbing him in a powerful bear hug as Electro struggled to get out.

Tony-2 suddenly had to avoid a whip and groaned, seeing Whiplash of his Earth along with Unicorn as well as Justin Hammer aka Titanium Man, who both fired at him as he flew and maneuvered in the air to dodge the beams. "Great, all three of you together, so makes my day!"

He fired back as Whiplash blocked, and then Hammer flew at him. "You're gonna pay for getting me arrested, Tony."

Hammer tried to grab Tony-2 suit to siphon energy but was punched by an enlarged gauntlet, being sent back, as Tony-2 then clashed against Unicorn's beam.

Down below, T'Challa saw a Vibranium Spear coming at him and barely dodged as another version of Erik Killmonger faced him, claws out.

"Cousin", T'Challa greeted sadly. "You are from another world, aren't you?"

"Yeah, saved Tony Stark in Afghanistan, then manipulated events to get all killed and become ruler, now I'm here and Apocalypse says he'll let me go back if I help him", Killmonger said, leaping at T'Challa who sighed sadly and leapt back, both grabbing each other as T'Challa kneed Killmonger, then was tossed down and rolled away before both stood up, charging each other.

T'Challa slid underneath Killmonger who leapt, and both got up again to face each other, claws out, slicing at the other while blocking or dodging.

In Hong Kong in China, which was also mostly evacuated, the soul eaters were flying around, sucking the souls to murder any stragglers.

These were Demons whom Apocalypse had taken out as Merlyn, and now made their souls serve him.

Portals opened as the Masters of the Mystic Arts arrived, using Eldritch magic to take on these, Wong sending one back with his power.

Then Johnny Blaze rode in on a bike, using his chain to burn some, and Robbie arrived to do the same.

Morbius, who had now grown larger, flew down, screeching, ready for a fight when Adam punched his face, sending him down, and Blade was nearby too, twirling an enchanted sword given to him by Wong. "Bring it on, motherfucker."

Whistler stood next to Blade, having a gun with enchanted bullets. "Yeah, come on shithead."

Morbius roared and charged Adam, tackling him away and punching his face twice before Adam head-butted him and sent him flying off.

Blaze rode next to Adam, the two seeing each other.

"Mephisto's spawn."

"A choice that was never mine to make." The Spirit of Vegenace and the Destroyer stared each other down. One with empty sockets of a flaming skull, the other, the bloodshot, crimson eyes of a red Devil.

Neither spoke for what seemed like hours, Zarathos' gaze never leaving the Devil spawn, and Adam not backing down.

"The choice...is often made for us, without our say." Zarathos finally said as they backed off from each other, now becoming amiable, the Ghost Rider knowing that Adam was just another tool in the eye of his creator.

Morbius charged again, punching the groundwave as the shockwave made Blade and Whistler fall, and the other two stagger.

Then Blaze struck with his chain, making Morbius screech in pain as Adam grabbed him by the throat, throwing him off.

At the coast, Warlock stood, surrounded by the other heroes, both from this Earth and the rest. He raised his hands, the ocean rippling before a ruined city came out of it, standing in the middle.

"Whoa damn! Atlantis! I'm staring at Atlantis!" Peter nerded out.

"We're gonna be in Atlantis!" Xander said.

"I like this world", Peter-2 commented.

"So do I", Peter-3 nodded.

"Strange and crazy", Old Man Logan chuckled, holding hands with Laura, who wanted to come with him so he'd allowed it at last.

A while later, all of them were in the ruins of Atlantis. It had structures of varying size, all decaying, some were still taking it in.

"You ready?" Bruce-2 asked David.

"Yeah, just wish the other Bruce was here too", David sighed, looking to the front. "All three of us together."

"Well, once he's finished up he shall come", Bruce-2 assured him, then cracked his neck. "Let's get my dad."

"Yeah, I'll help out", David nodded. "And get this scumbag who shares my name. Besides, the gamma radiation made me stronger."

"Meaning he better watch out", Bruce-2 smirked.

"Been a long time since I've done this", Old Man Logan sighed, sitting on some steps, Laura holding his hand. "Fighting alongside so many."

"How does it feel?" Logan asked him.

"It feels….good", Old Man Logan confessed. "Like I got a part of me back."

"Just hold onto that feeling, bub", Logan assured him and he nodded, turning to Laura who smiled.

"We're gonna take out Bullseye this time", Elektra twirled her sais, assuring Matt-2. "You will not lose me again."

"I'll make sure of it", he said firmly.

"Without hubby it's a bit incomplete but I know he's coming", Faith shrugged.

"I think the 3 of us can get him", Matt-2 declared, and both nodded. "And if there are more, we'll have to fight them too."

The 3 Franks shared a look as Frank said. "Let's kill these sons of bitches, what do you say?"

"The rat bastard Russoti killed my partner, so don't mind", Frank-3 agreed to the plan already.

"No harm done, we'll do it", Frank-2 said as well, all 3 sharing respectful and brotherly nods. "Besides, we know its gonna be an army so let's make sure we kill as many possible."

"I like that idea", Frank smirked.

Buffy-2, Cordelia, Xander, Darla, Illyria, Liam, William, Faith-2, Gunn, Gwen, Felicia, Groo, Slayer Dawn, Ripper, Tara, sexy Tara and Vamp Willow stood together for the fight as well.

"Feels weird to fight alongside good guys", Vamp Willow scoffed.

"Get used to the feeling honey", sexy Tara smirked as they had their tongues inside each other next moment, getting disgusted groans.

"They're weird", Gwen commented.

"Yes, quite the strange behavior", Ripper sighed.

"Come on girls, do it after the fight", Buffy-2 told them but they didn't listen.

"Eh! Too horny", Cordelia said.

"Yeah", Tara groaned.

Illyria simply tilted her head at the sight.

Warlock was meditating on a building with Dawn, Anya and nerd Cordy near him, the former two guarding him from any foe who came close.

"Okay guys, it could be any minute now", Peter told the other two as Peter-2 webbed cures around, keeping them hidden and safe.

"Yep, almost done." He set the final cure in place. It was the calm before battle here.

The three hung around a building as Peter-3 told the other two. "You know Max was, like, the sweetest guy ever... before he fell into a pool of electric eels."

"That'll do it", Peter-2 agreed, then his back tensed up. He stretched. "Ah, there it goes."

Peter-3 inquired. "You okay?"

Peter-2 groaned a little. "Oh, it's my back. It's kinda stiff from all the swinging I guess."

Peter-3 assured him. "Oh yeah, no, I got a middle back thing too."

"Really?"

"Yeah. You want me to crack it?"

"Yeah! Yeah, that'd be great."

"All right. You ready?"

"Yeah."

Peter-2 crossed his arms as Peter-3 actually CRACKED his back a bit.

"Oh, that's good."

Peter-3 set Peter-2 back down.

"How is it?"

"Wow... that's good!"

Peter-3 sounded proud. "Right?"

"That's better."

"Yeah!"

"Wow."

Peter-3 sat down, taking in the moment. "Ah, this is so cool. I always wanted brothers." He sounded curious. "So you, like, make your own web fluid in your body?!"

Peter-2 sounded defensive. "I'd rather not talk about this."

"No! I don't mean to—"

"But are you teasing me-?"

Peter chimed in from above. "No, no, no! No, no, no... he's not teasing you. It's just that, we can't do that, so naturally we're curious as to how your web situation works. That's all."

Peter-3 assured him. "But if it's personal, I don't want to, like, pry. But I just think it's cool."

"No, I wish I could tell you, but it's like I don't do it. Like I don't... like I don't "do breathing." Like, breathing just happens", Peter-2 explained the best he could.

Peter-3 was mind-blown. "Whoa..."

Peter asked him. "Like, does it just come out of your wrists? Or... does it come out of anywhere else?"

Peter-2 was a bit embarrassed. "Only... only the wrists."

Peter-3 then inquired. "You've never had a web block? 'Cause I run out of webs all the time. I have to make my own in a lab."

"Right. That's—"

"And it's a hassle compared to what you got."

"That sounds like a hassle", Peter-2 then revealed a bit. "Yeah... but I did actually, you said that, I was like, "Oh! I had a web block.""

Peter-3 was curious. "Whoa... why?"

"Existential crisis stuff."

"Yeah, I mean, like, don't get me started on that."

"Hey, what are, like, some of the craziest villains that you guys have fought?" Peter asked.

Peter-2 pointed out. "Seems you've met some of them."

Peter-3 laughed. "That's a good question."

Peter-2 confirmed. "Yeah, I fought a... an alien made out of black goo once." He pointed at Brock. "His doppelganger actually."

"I heard that", Brock said, then Venom covered him. "Don't call us black goo!"

"Sorry!" Peter-2 apologized as Venom gave a thumbs-up.

Peter was surprised. "I fought an army of aliens too."

"Oh!" Peter-2 commented.

"Yeah, he had a glaive, plus you see we got so many aliens here, and Vampires, Gods and Devils too."

"I know, this world is something", Peter-2 nodded.

Peter-3 was feeling left out. "I want to fight an alien!"

Peter-2 was telling Peter. "I'm, I'm- I'm still, like... that this world has so much."

Peter-3 sighed, feeling inferior now as both had accomplished feats that put him to shame. "I'm lame. Compared- Like, I fought a Russian guy in, like, in a rhinoceros machine."

Peter-2 wasn't having any of it. "Can we wind it back to the "I'm lame" part? 'Cause you are not."

Peter-3 smiled. "Aw, thanks. No, yeah, I appreciate it. I'm not saying, "I'm lame." I'm just saying, like-"

Peter-2 held up a hand. "But it's just the self-talk maybe we should, you know..."

"Yeah, listen, uh..."

Peter-2 assured Peter-3. "'Cause you're... you're amazing. Just to take it in for a minute."

Peter-3 nodded. "Yeah, yeah, yeah, I can take it in. No, I can take it in."

Peter-2 continued encouraging his alternate self. "You... you are amazing."

"I can take it in."

Now Peter-2 really grounded it. "You are amazing!"

Peter-3 sounded appreciative. "Thank you. Yeah—"

Peter-2 kindly asked. "Will you say it?"

Peter-3 sighed and nodded, "No, I kinda need to hear that. Thank you."

Peter was above, the spider-senses going off. "All right, guys, focus up. You feel that?"

The Franks raised their guns as Buffy-2 said. "Yeah, Vamps are near."

"Urrgghh, you and the PMS!" Cordelia commented as Buffy-2 shrugged.

"It's a power."

"I think it's a nice womanly power", Faith-2 commented, getting groans.

Peter-2 nodded at Peter. "Yeah."

Bruce-2 and David slowly turned into Hulk-2 and Hulk-3 respectively, roaring loudly as the Peters and the rest all stood their ground. A storm brewed.

Lightning flashed.

"'Sup, Pete?"

ZAP!

Max bolted into view - the ARC REACTOR mounted on his chest. "How you like the new-new?" He added. "You let me go. Then I'll let you live. Don't make me a murderer, Peter."

Peter pulled on his mask and swung off. He called out to the others over their comms. "Okay, guys. Here they come."

Absorbing Man landed next, blasting around a bit as Hulk-2 defended himself by crossing his arms, being sent back but trying to hold on.

Hulk-3 rushed Absorbing Man and punched his face, making him stagger a bit as Hulk-2 then leapt and kicked his face with both feet.

Then some gunshots were fired at them as Rhino from Peter-3's appeared, but they put their arms in the way to block as Rhino roared. "LET'S GET READY TO RUMBLE!"

Lothos and his Vampires had come too as Buffy-2 waved to Lothos. "Hey there! Remember me?"

"You, Buffy…" Lothos snarled, now ready to battle as he took out his sword. "I am going to enjoy skewering you."

"Yes, boss, let's do it", Amilyn agreed, laughing crazily as Lothos and Buffy-2 clashed swords, the others beginning to fight Vampires too.

As Max chased after Peter, Peter-2 and Peter-3 pulled on their masks and swung into action. Peter-3 launched at Max with the cure. "Hey, Max! I missed you, man- Whoa!"

Peter-3 webbed out of the way, just before- ZAP!

Max barely missed him.

Lizard then leapt out of the water.

"Hello there", Bullseye greeted Faith, Matt-2 and Elektra, then threw cards as Matt-2 deflected with his club, Elektra jumping away while Faith rolled towards him.

He threw another at her which she grabbed and crushed with her strength while Matt-2 swung, kicking him on the face, making him stagger back. "Not this time."

Matt-2 tried to strike as Bullseye grabbed his hand and throat, tossing him away while taking the club which he threw at Elektra, but she managed to duck, dodging in time.

Faith flipped up and decked Bullseye's face, sending him flying off.

Then Kingpin of Matt-2's and Elektra's Earth appeared, glaring at Matt-2. "You...you beat me!"

"Want a rematch?" Matt-2 inquired as Kingpin was about to charge him but Faith decked his face, sending him falling. He got back up, glaring, and tried to punch her as she blocked, then threw him to the other side.

X-24 charged Logan with a roar who charged back, both stabbing each other with roars before Logan twirled his knuckles, slicing X-24 deeper before pulling out.

X-24 then stabbed Logan in the throat, lifting him up and tossing him away as next moment, Old Man Logan stabbed his gut, making him grit his teeth.

Old Man Logan stabbed X-24 multiple times, making him back off before he stabbed Old Man Logan's chest just as Laura leapt at him from behind, stabbing his neck, and then protruding a claw from her foot which she used to stab his back while kicking him.

Logan joined as well, stabbing X-24 through the face, all three struggling against the soulless clone.

Then Lady Deathstrike appeared, stabbing Logan from behind as he gasped and tossing him away while Sabretooth came in and grabbed Old Man Logan and Laura by the throats, throwing them down too.

"Jimmy, Jimmy, Jimmy, looks like I have to teach you again how its done", Sabretooth chuckled. "Both of you?"

"This one from your world?" Logan asked as all three got up.

"Unfortunately, yeah", Old Man Logan cracked his neck. "Well, Victor, its three of us against three of you, come on!"

And with that, the good clawed people charged the bad clawed people.

Russoti fired at the Franks who had to roll away to avoid. They fired back and he took cover before the Russian picked up Frank from behind and tossed him away, making him drop his gun.

He marched to Frank, about to stomp on him but Frank rolled away in time and kicked him on the main part, making Russian grit his teeth in pain.

Frank stood up and decked his face twice as Russian roared, grabbing him and tossing him through a decayed door.

Frank-3 then grabbed Russian from behind in a chokehold, pulling him back as both struggled, the Russian pushing his head back, making Frank-3 fall down on being hit.

Russoti tried to fire at them but Frank-2 fired first, hitting his hand as his gun dropped. As he tried to fire again, Russoti rolled away to avoid.

Frank-3 kneed Russian in the gut and punched his face as Frank then grabbed him from behind, leaping and kneeing his back hard.

Howard Saint suddenly came in, firing his gun as all three had to take cover. "Frank, you made me kill my wife and best friend! You-"

"You killed my family first!" Frank-2 screamed back as some gunfire was exchanged.

"You made him kill his wife and best friend?" Frank-3 asked, the three taking cover as Russoti had regained his gun too and both he and Saint were firing.

"Yeah, made him think they were having an affair even though the best friend was gay", Frank-2 revealed, impressing the other two that he had carried out a deception like that.

"Impressive job, man, think we should do some psychological warfare too sometime", Frank shrugged as he rose up and fired with a roar, making Saint, Russoti and Russian take cover.

"Oh, I'm going to enjoy this", Vamp Xander snarled, taking Vamp face, ready to fight.

"Xander, this isn't you", Xander raised his hand. "Please just-"

"SHUT UP!" Vamp Xander spin kicked Xander's sword out of his hand and then leapt upon him, baring his fangs.

Xander punched his face twice, trying to get him off, just before Vamp Willow pulled him off and pushed him away. "Come on, fight me boy."

"Oh I'm not a boy", Vamp Xander leapt with a punch which Vamp Willow blocked, then decked his face, sending him back as Xander kicked him from behind.

"Xander, snap out of it!" Xander begged his Vamp self. "Please, you're a good guy!"

"NO!" Vamp Xander grabbed Xander by the throat and threw him down before Vamp Willow kicked him from behind.

Faith-2 did a 'HAIIYAA' and leaping, kicked one Vamp on the face, sending him flying off. "Yay! I'm doing it!"

"Do it faster", Liam told her, using his magic to kill more Vamps.

Faith-2 then started spinning and dodging the blows of one Vamp before spin kicking his hand, then kicked his chest as he was sent back. One of them tried to punch her but she grabbed his wrist and spun him around before twisting his arm as he cried out in pain.

One was about to strike Liam when William staked it from behind, making it fall down as they shared nods. As another came at them, William took out his gun and started shooting to stagger it back.

Darla staked one more, with the rest fighting as well.

Venom leapt down, making the Vamps pause at his appearance while he smacked his lips. "What do Vampires taste like?" He grabbed one and ripped his head off. The Vamps gasped.

Amilyn was frightened. "Please don't eat me! Please don't eat me!"

"Cold meat", Venom muttered, throwing the headless corpse off, and looked at the rest. "Let's party!"

"Oh you bastard, shouldn't have locked me inside", Rack snarled at Ripper, firing a blast at him that Ripper blocked with his own magic.

"Really, you're crazier than I gave you credit for", Ripper cracked his neck, then spinning, threw two magic balls. Rack blocked one but the next hit him, sending him down.

The Edera Demon roared down upon them before Illyria came upon it. Strange had restored some of her powers to a safe level for this fight. She commanded it. "Fight for us!"

The Edera Demon seemed to follow and started taking on the Vamps instead.

Tara used some flames to take out 3 Vamps in quick succession.

Blackheart looked around, laughing and clapping. "This is fun."

Blackout appeared nearby too, screeching as Blackheart scoffed.

Then a flaming bike shot in, Blaze-2 on it as the flames spewed from him and he jumped down, staring both down.

"Aha, come to do father's job again, huh?" Blackheart taunted.

"No, come to do my own", Ghost Rider said as he dodged a blow from Blackheart, then grabbing Blackout, tossed him away before Blackheart lifted and threw him down, only to be kicked away.

Blaze-2 stood up, Blackout trying to strike him to touch but but Blaze-2 avoided his blows and kicked him away before wrapping Blackheart in his chain, both struggling against each other.

Max continued to shoot electric currents at Peter-3, who dodged them and dropped down. "Max! Max, Max... can we just talk for a second? Just you and me, just—"

Max recognized him and sneered. "Look who showed up! My old friend, Spider-Man."

Peter-3 tried to talk sense into him. "I'm trying to save you, Max. That's all I've ever wanted."

Max didn't buy it. "You're not trying to save me."

"I am."

"You ain't even the shit no more."

Peter-3 sighed, dropping his head. "Don't worry about me", Max regarded the Arc Reactor. "I saved myself. Burn up!" Max zapped a bolt - flames licking Peter-3's heels as he dove away. He said over comms. "Well, we got their attention. Now what?"

"Okay, great!" Peter-2 was swinging by... Lizard hanging off his leg! "Uh, just FYI - Lizard guy's here too!"

Peter-2 kicked Lizard loose - sending Lizard slamming onto the arm of a nearby crane. Peter-2 dropped down above him, quickly backpedaling as Lizard advanced. "Guys, comm check! Hello?!"

Peter-3 flipped and webbed his way around Max's pummeling bolts. "I need Max's cure!"

Peter assured. "Yeah! I'm on it!"

Peter-2 frantically crawled away from an approaching Lizard. "Peter, I need the Lizard cure!"

"Uh, okay, okay!" But before Peter could help- SLAM! Sandman's MASSIVE FIST smashed into him... sending Peter over the ledge of the scaffolding... where Sandman clutched him in mid-air.

"Why don't you let us go back, Peter?"

Peter assured him. "Flint, we can help everyone!"

"I don't care!"

Dawn and Anya watched, seeing the whole thing as the latter said. "This is big, so big. Biggest one."

"And we're in the middle of it", Dawn sighed, holding up her sword. "Come on, we can win."

Nerd Cordy wondered. "Why am I even here?"

Peter-3 slingshot his way past Peter and Sandman, Max in hot pursuit. Nearby, Peter-2 battled Lizard.

Just as...Peter webbed a pillar up close, trying to pull himself out of Sandman's tightening grip... An unsuspecting Peter-3 swung through- WHAM!

He was clotheslined by Spider-Man's web, and flung backwards, plummeting.

Peter-3 webbed a new line- -which hit Peter-2 in the face! As he struggled to see, Lizard slammed him into the pillar.

Peter-3 called out over comms. "Sorry!"

Peter-3 quickly webbed a new line, as Peter-2 ripped the webbing from his mask. "Gross!"

Peter-3 landed onto the pillar. Max approached, calling out to Sandman. "Sad to tell you, Sandman. Nobody's going home!" Max blasted Peter-3... but hit the pillar instead - CRACK!

The pillar came crashing down... Lizard and Peter-2 still battling onboard. The pillar severed Sandman's massive arm and head... which fell away... freeing Peter from Sandman's grip.

Peter-2 webbed off just before... Lizard rode it down... getting pinned. Max continued after Peter-3, blasting him into a window!

Sandman was angered by the loss of his hand and head. Now drawing sand from all over... creating a massive SANDSTORM.

Max was blinded by the whirling debris.

On a taller broken building above the storm, Peter ripped off his mask, catching his breath. Well, that didn't go as planned.

Peter-2 and Peter-3 quickly joined as Peter-3 helped Peter up while asking. "What the hell is going on out there?!" He turned to Peter-2. "I keep yelling at you, Peter-Two, Peter-Two, Peter-Two—"

Peter-2 defended himself. "I know, but I thought you were Peter-Two."

"What?! I'm not Peter-Two!"

"Stop arguing! Both of you! Listen to Peter-One", they turned to Peter. "Look, we're not working together!"

Peter-3 sighed. "I know, I know, we suck. I- I don't know how to work as a team. The others have simpler goals so its better with them."

Peter-2 added. "Me neither."

"Well, I do! I have been in teams, okay? The Avengers, and the Scoobies."

ZAP! A bolt of electricity amid the sandstorm.

Peter-2 inquired. "How's this helping?!"

Peter assured both of them. "Look, it's not important. All we gotta do is focus, trust your sense, and coordinate our attacks, okay? Since we got the biggest number of enemies."

Peter-2 refocused. "Yes, okay. Let's pick one target."

"Great."

Peter-3 nodded. "We take them off the board one at a time."

"Now you got it! Okay—" He pointed to himself. "Peter-One." He pointed to Peter-2. "Peter-Two."

"Peter-Two."

He turned to Peter-3. "Peter-Three."

"Peter-Three!"

"All right. Let's do this. Ready?"

"Peter!" They turned to see Venom of Peter-2's world arrive, cracking his neck as the symbiote went down to reveal Eddie Brock-2. "I'm going to take you and your tingle out."

"Oh God! Not him again!" Peter-2 sighed.

Then Venom leapt in the way, cracking his knuckles. "We have got this one."

Venom-2 looked terrified now. "What are-"

Venom uncovered to reveal half of Eddie's face as they said together. "WE ARE VENOM!" And then Venom leapt at Venom-2, tossing him down as both started fighting in midair, Venom punching and kneeing Venom-2 multiple times.

"THANK YOU!" Peter-3 called out to him.

Peter-2 nodded. "Let's go—"

As they began to move off, Peter-3 cried out. "Wait, wait, wait, wait, wait!" They all stopped, turning back. Peter-3 grasped the shoulders of Peter and Peter-2, and poured his heart out in his next sentence.

"I love you guys."

It was awkward, but they took that in. Both Peters said together. "Thank you."

Peter then finally declared. "All right, let's do this."

Peter-2 nodded. "Let's go."

The three of them shared a determined look. Three Peters, united as one. They pulled on their masks and leapt off the building,

The three Spider-Men were swinging as a team! They landed, one by one, on a different building, Peter-2 in a crouch, Peter-3 standing, and Peter having one hand on the building.

Just as- Sandman, Electro, and Lizard rose directly across from them.

THREE SPIDER-MEN VS. THREE VILLAINS!

Max chased Peter, swinging through the ruins. "Okay, Spider-Mans, Sandman's first."

Sandman, now gigantic, chased Peter-2 through another part of the scaffolding. "I'm gonna lead him inside that building."

Lizard chased Peter-3. "I'll meet you at the top." Peter-3 grabbed the Sandman cure.

Lizard leapt, pinning Peter-3 down. "Hey, Doctor Connors..."

"Hello, Peter."

Just then, Peter swung by, Max trailing. Peter-3 said over comms. "Peter-One!" He threw him the cure.

"I got it!" Peter caught it! But Max zapped, hitting Peter, who dropped the Sandman cure onto the ruins below.

Peter-2 scrambled to evade Sandman, who was closing in.

Peter-2 crawled inside a broken building, climbing and webbing his way to the top. He cried out to Sandman. "Flint! We're trying to help you!" But Sandman won't give up the chase. Peter-2 sighed, webbing up onto a building top and going inside it, but there was nowhere else to go!

Sand was quickly flooding in all around him. "Guys, I'm at the top. I need the cure!" Arms of sand grabbed at Peter-2, pulling him under.

Peter rapidly climbed up. "I'm coming, I'm coming, I'm coming!" But Peter-3 was still pinned beneath Lizard... holding back his jaws.

He head-butted Lizard. "Just wait—" He kicked Lizard back. "Your—" He webbed Lizard to the wall. "-Turn, Doc!" Lizard was trapped for now. "I'll be right back?'

Lizard roared in anger as Peter-3 grabbed the fallen Sandman cure, jumped off the building, and prepared to slingshot himself to the crown, when—Max appears, throwing a bolt.

Peter-3 dodged it just in time, flinging himself to the top of the building. He threw the cure and Peter caught it!

He tossed the cure through the window to Peter-2, now completely engulfed in sand, save for his grasping hand, which...grabbed the cure, clicking the device on- BOOM!

A BLAST OF GOLDEN LIGHT! The sand quickly retreated. Peter-2 pulled off his mask, gasping for air... He watched as the sand continues to fall away, to reveal... Flint Marko. A man once again. It worked!

Peter-2 was amazed as he assured the staring and gasping Flint. "It's okay, Flint. We're gonna get you home. Just... stay right here."

Vamp Willow dodged a strike from Vamp Xander before Xander decked his face, then grabbed his throat, trying to push him, but Vamp Xander grabbed him by the face and tossed him down.

"Let's turn you too, show you how it feels", Vamp Xander shrugged just as Tara grabbed his head from behind, Liam grabbing it from the front, their hands glowing.

Vamp Xander screamed, light from their hands going through him as he fell to his knees, the two letting him go.

"Xander?" Tara called out as Vamp Xander took normal face, all of it coming back to him.

"Oh my….what did I…." Vamp Xander looked ashamed.

"Get over it", Liam shrugged as he went to fight others.

"Hey, it wasn't your fault, Apocalypse influenced you", Xander assured Vamp Xander, helping him up. "You're good."

"Thanks", Vamp Xander sighed.

FLASHES OF LIGHTNING! CRACKLING BOLTS! Max grew in power, amplified by the Arc Reactor on his chest.

Peter-2 joined the other Spider-Men on top. "How do we stop him?"

Peter-3 sighed. "I've never seen him this powerful."

Peter pointed out. "It's the arc reactor, we gotta get it off him."

Max glowed brighter, shaking his head. "You're not gonna take this away from me." Spider-Man webbed the arc reactor. Max easily ripped the web away. "That's not gonna work!"

CRACK!

Max fired a huge BOLT of arc electricity at the Spider-Men. They all jumped, landing on the nearby ruins.

Peter made a plan. "Okay, we gotta do this up close. Peter-Two, go right. Peter-Three, go left. On me!"

THWIP-TWHIP-THWIP!

The three Spider-Men simultaneously fire webs, attempting to secure Max. Peter went in for the cure... but was blasted by electricity!

Peter-2 jumped in as Max effortlessly jolted him, sending him tumbling off. Peter-3 leapt forward, cure in hand. He too was shocked by, Max, streams of electric currents holding him in place.

Peter leapt from behind, but Max deflected, shocking him straight into a building nearby, as he fell down and slammed on some ruins.

Elsewhere, Lizard broke free from the webs, and saw Dawn, Anya and nerd Cordy near Warlock.

Peter spotted Lizard charging in their direction. "Oh no. No, no, no!" WHOOSH! Peter swung as Lizard attacked the three.

They ran with Peter swinging and kicking him back. "Run!"

"We got a big Lizard after us!" Anya gasped as they ran, nerd Cordy screaming.

"HELP ME!"

Lizard nearly had them but Peter pulled them back. "Dr. Connors, stop!"

They battled, tumbling around the ruins as Lizard slammed Peter down, then chased after Dawn, Anya and nerd Cordy.

Peter-3 was still pinned in place by Max's surging power. As Max laughed as Peter-3 lost his grip on the cure device - it hits the ruins below, where Peter-2, webbed it, ready for attack.

CLUNK!

A tentacle arm grabbed him, swinging him back. Peter-2 dropped the cure as- CLUNK! Another tentacle arm Peter-3, Max's bolts still jolting through him.

Doctor Otto rose into view behind Max. "Leave 'em. They're mine."

Max told him. "I don't need your help. I've got it just fine."

Peter-2 recognized him. "Dr. Octavius, no..."

CLUNK!

Max looked down - a third tentacle claw had LATCHED ONTO THE ARC REACTOR on his chest! It was a ruse to draw him closer, and it worked.

"What are you doing?!"

Otto turned to face Max who protested. "Get it off of me!" Doctor Otto released the Spider-Men to the ruins below and retrieved the fallen cure.

He yanked the arc reactor off with one tentacle and with another, set the cure device in place!

A blast of dissipating electric currents.

Otto smirked. "There you go."

Max was cured now.

Dawn, Anya and nerd Cordy were running for their lives from Lizard as Anya begged Dawn. "Come on do something!"

As Lizard leapt at them, Dawn did a small chant and a blast of water exploded on Lizard, making him fall back as water flowed around him, making him skid to a sotp.

Peter swung down to meet him, kicking him back. "Dawn!"

Dawn threw Peter the Lizard cure.

RAWR!

Lizard leapt forward as Peter grabbed the cure and shoved it into Lizard's gaping jaws.

HISS!

The gas was released. Lizard staggered backward, beginning to transform.

Anya muttered. "Whoa!"

Dawn, Anya and nerdy Cordy watched in amazement.

Lizard was transforming back into Dr. Curt Connors, Peter at his side. "Doctor Connors?" Peter called out warmly, he, Dawn and Anya seeing his real face as Dawn put a hand on his shoulder. "Welcome back, sir."

"YOU ARE AN ABOMINATION!" Absorbing Man roared at Hulk-2, charging at him.

"SCREW YOU!" Hulk-2 roared back and grabbed him, slamming his face into the ground as Hulk-3 kicked his face.

Rhino then charged them, firing bullets when Tara telekinetically stopped the bullets and turned them on the suit, damaging it as Rhino screamed. "NOOOOO!" Hulk-3 then picked him up and smashed him on the ground, breaking the suit as Rhino groaned in pain.

"They're going down", Tara whispered to herself before joining the bigger fight.

Bullseye was about to throw some more when Matt-2 flip kicked his face and Elektra swept his feet from under him.

Taking the chance, Faith stomped on both his kneecaps, breaking them as he screamed in pain. She then stomped on both hands too, smashing them. "Now try to throw stuff, jerk."

Kingpin then came charging back in as Matt-2 told them. "Let me take on him."

"Go ahead", Faith shrugged.

Matt-2 and Kingpin charged each other with primal roars as Matt-2 flipped and wrapping Kingpin's neck between his feet, managed to actually flip him down.

He then flipped up but Kingpin got up and grabbing him, tossed him away into a wall and punched his face thrice.

Matt-2 blocked the 4th time and punched Kingpin on the throat, making him cough, and punched his face twice, managing to stagger him back, then flip kicked him in a spin motion, staggering him again.

Kingpin picked up his cane and clashed it with Matt-2's club, then Matt-2 side-stepped, making Kingpin stagger forwards and kicked him away.

Kingpin charged and struck twice as Matt-2 dodged but was hit on the face a third time and fell down as Kingpin kneeled over him while the Billy club fell away. "You are weak, useless. You took everything away from me! Now I will kill you!"

As he brought his cane down, Matt-2 rolled away and kicked his face, sending him falling down on his back, and was over him. "This time, the fight is mine!"

He brought his fist down but Kingpin struck with the cane as Matt-2 staggered back, and Kingpin struck again but Matt-2 grabbed it, both struggling.

Then Matt-2 roared and leaping, kicked Kingpin's face with both feet, sending him falling back and snatching the cane too.

Matt-2 walked to Kingpin who got up and tried to snatch his cane, then suddenly pushed it to Matt-2's chest and it shocked him, sending him to his knees.

Matt-2 however decked his kneecaps, making him fall down, then Faith came in and kicked his face, knocking him out. "And there he goes."

"Let's see how the rest are doing", Elektra said.

Frank-3 had Russian in a chokehold again, both struggling as Russian elbowed Frank-3, who didn't let go, gritting his teeth and taking the pain.

Frank in that moment stabbed the Russian in the throat, making him gasp in pain as Frank roared and stabbed him multiple times, Frank-3 letting go as Russian dropped dead.

Saint and Russoti tried to fire again as they had to take cover, and Howard's son John Saint was there too now, firing at them. "Hey dad."

"Good to see you son", Saint smirked at his kid.

Illyria looked at John Saint from a distance and tilted her head in confusion, feeling like she or Fred knew him from somewhere.

'Maybe he has one of those faces', Fred shrugged from inside.

Frank rolled and threw a grenade, making the 3 villains jump away when it exploded, and then the Franks took their opportunity.

Russoti tried to get up but felt Frank-2's gun on his head. "Goodbye."

BANG!

Russoti was dead as well.

As John Saint was about to aim his gun around, Frank-3 grabbed his hand, twisting and breaking it as he screamed in pain, and then Frank-3 punched his face so hard it exploded. "There ya go!"

"NOOO!" Howard Saint was about to fire at him but Frank fired first, getting a headshot and killing too.

All their villains were dead. The 3 Franks exchanged nods of approval.

One of Doctor Otto's tentacles gently dropped Max Dillon onto the ruins. Peter-3 dropped down beside him, cautiously inquiring. "Max? Max."

Max assured him. "Don't worry. I'm all tapped out."

Peter-3 asked. "Are you sure about that?" Max sighed, leaning against a railing.

"Back to being a nobody."

Peter-3 assured him. "You were never a nobody, Max."

"Oh yes I was. Yes I was. You didn't see me", Max laughed a bit, then asked. "Can I tell you something though?"

"Yeah."

"You got a nice face. You just a kid."

"Eh..."

"You from Queens. You got that suit. You help a lot of poor people. I just thought you was gonna be black."

Peter-3 sighed. "Oh man, I'm sorry."

"No, no, don't apologize. There's gotta be a black Spider-Man somewhere out there."

Peter-3 nodded. There probably was.

"Goddamn eels." Peter-3 helped Dillon to his feet.

Doctor Otto examined the arc reactor in his hand. "The power of the sun."

"In the palm of your hand."

Doctor Otto turned to see—

"Peter?"

Peter-2 pulled off his mask, revealing his face, and greeted happily. "Otto."

Doctor Otto sounded warm and smiled. "Oh, it's good to see you, dear boy."

Peter-2 nodded. "It's good to see you."

"You're all grown up", Doctor Otto laughed happily, basking in this reunion. "How are you?"

Peter-2 remembered their first ever conversation and replied. "Trying to do better." They shared a heart-warming smile.

Hulk-2 and Hulk-3 were thrown off by Absorbing Man's power, as he started expanding, blasting stuff.

During that time, a red-skinned Demon made entirely of stone with yellow eyes appeared, looking very muscular.

"Oh my God! What is that?" Cordelia asked as they looked at him.

"His power...its great...and feels...familiar", Tara said, confused about how he was so powerful.

"He is called Morzon", Illyria said as she stepped up. "He is one of the other 2 Hell-Gods from the world of the one you call Glorificus."

That horrified them all as Slayer Dawn asked. "What do we do?"

"Nothing, I shall battle him", Illyria tilted her head, she and Morzon glaring at each other.

"Illyria, it has been a while, and you are in a human shell now", Morzon noted. "A shame."

"At least I do not humiliate myself by serving another power greater than mine", Illyria taunted back as Morzon roared and their fists clashed, creating a shockwave that sent the others back.

Peter, Peter-2 and Peter-3 with Doc Otto were now together near Dawn, Anya and nerd Cordy as a familiar voice asked.

"Can the Spider-Man come out to play?!"

Peter-2 was pale, remembering the last time he'd heard those word as he turned towards that oh so familiar voice, his eyes widening when he saw Green Goblin on his glider, silhouetted by the moon. He rocketed down, lobbing volley after volley of PUMPKIN BOMBS!

Doctor Otto deftly sprung into action, grabbing bombs out of Dawn's, Anya's and nerd Cordy's paths while the 3 Peters dodged the explosions.

As Goblin tried to fly off, one of Doctor Otto's tentacles grabbed onto the glider, holding Goblin in place. Furious, Goblin twisted - his glider slicing through Otto's tentacle arm!

"AGH!" Otto shuddered in pain, as Goblin jetted off.

The Spider-Men sensed something and turned as the Absorbing Man blasted around, a good part of it hitting where they were on as nerd Cordy was thrown to a corner, knocked out, with Peter-2 being thrown off as well while Peter-3 staggered away, Otto falling off.

Debris was falling all over as huge portions of the building were going down.

"AAAAHHHH!" Dawn fell backwards, tumbling off the collapsing building.

Anya tried to catch her. "Dawn!" But she lost her own footing and barely managed to grab bits of a falling pillar, holding herself back as she dangled on it.

Peter saw Dawn falling, and dove after her, reaching out. He was almost there, his hand was stretched out, and Dawn was about to grasp it.

WHAM!

Green Goblin slammed into Peter, carrying him in the opposite direction!

Tara saw the scene and was about to telekinetically save Dawn but a Vamp leapt at her so she was forced to deal with that first, and then a stray blast from Illyria's and Morzon's clash came at her, making her put up a barrier to defend herself as it was quite strong.

Xander looked up in terror. "DAWN!"

Dawn's eyes were wide in horror as she plummeted, preparing for the end.

Who would save her now?

Chapter Text

"Peter?" Gwen Stacy cried out as the clock mechanism broke, throwing Harry Osborn away into a corner, the pieces of the mechanism falling onto him.

Gwen was falling with pieces of the clock mechanism falling down alongside her.

Peter-3 looked down and leapt after her to save her.

He'd do it! He was Spider-Man, he always saved everyone, right?

A web shot out of his web-shooter, looking like a hand reaching out. Gwen closed her eyes in that moment, knowing what was going to happen.

The webbing grabbed Gwen as Peter held on, but the sudden stop in the fall sent a crack through her body, breaking her neck as her head hit the ground. Pieces of the clock mechanism fell around her.

The clock now said- 1:21.

Peter-3 secured the webbing and leapt down, standing next to her limp body. He took off his mask, looking at her, not knowing his fatal mistake yet.

He held Gwen in his arms, bridal style, the webbing leaving her, and went down on his knees, trying to wake her up. "Hey. Hey. Gwen?" No response. "Hey. Hey! Gwen?" Still no response.

Peter-3 stroked her face lovingly. "Hey. Breathe. Hey, Gwen. Hey. Hey. You're okay." Why wasn't she opening her eyes?

Peter-3's hand shook as he stroked her hair, a lump entering his throat. "Gwen?" He was almost sobbing now. "Stay with me, stay with me. Stay with me, stay with me. You stay with me."

And then some blood trickled down her nose, as Peter-3 saw it, his eyes widening. "Gwen. Gwen!"

It hit him at last. But it couldn't be!

"No, please, please", Peter-3 was sobbing now as he held Gwen's dead body in his arms. "Please"

His face buried in her neck as tears rolled down his cheeks.

"I can't do this without you."

'Leave Gwen out of it.'

'You don't give people hope. You take it away.'

"NOOOOOOOOOOOO!"

Peter-3 leapt into action, jumping after the plummeting Dawn as he pushed falling debris out of the way.

Don't fire a web, he commanded in his head, don't make the same mistake again.

'I lost…I lost Gwen.'

Peter wouldn't lose Dawn! He had vowed before, he wouldn't let the terrible fate that befell him and Gwen befall Peter and Dawn.

'My, um... she was my Dawn.'

He would protect them both, he'd vowed it.

Don't fire a web! Don't let this girl fall, not this time!

And he did it! He caught Dawn just in time, and flipping in the air, fired a web up above to steady both, holding Dawn tightly.

Peter-3 landed on the ground, holding Dawn bridal style as pieces of the building fell around them.

Dawn gasped for air, adrenaline surging through her.

'I couldn't save her.'

He had saved her now.

"Are you okay?" Peter-3 asked Dawn in concern and relief.

"Yeah, I'm okay", Dawn nodded, relieved that she was alive, and then she noticed Peter-3's face, he was holding back tears.

'I'm never gonna be able to forgive myself for that.'

He could now, right? Would she?

"Are you okay?" Dawn then asked, concerned about him due to seeing the pain on his face.

Overwhelmed with emotion, Peter-3 nodded, managing a bittersweet smile on his tear-stained face. Now he was okay.

'I just don't want you to end up like... like me.'

Now he wouldn't, Dawn was safe, she and Peter still had each other. He'd faced his worst demon, and prevailed over it.

Maybe he did give hope now.

Tara turned to see Dawn in Peter-3's arms, and sensed the emotions from him due to how strongly he was feeling.

While relieved, a tear rolled down her cheek due to feeling what Peter-3 felt.

Max gasped as one of Absorbing Man's blasts came at him but Otto grasped him with a tentacle, gently moving him out of harm's way.

Back at New York, Captain Hydra swept Natasha's feet from under her, only to be kicked away by Bucky. Before Bucky could strike again, Captain Hydra leapt into the air and kicked him on the face, making him stagger back.

He tried to strike again but Natasha threw two taser disks and they paralyzed him for two seconds. Bucky smashed his Vibranium fist into his face, making him stagger back. He recovered and kicked Bucky on the stomach, making him kneel.

Natasha leapt at him and struck him with her batons. Before she could strike again, he blocked with his shield. Bucky leapt into the air and kicked him away before punching him. Before he could recover, Sam flew down, punching him from behind.

Captain Hydra twirled his shield, Sam flying and flipping to avoid as Bucky was hit but used his arm to block. He then grabbed the shield, struggling with Captain Hydra before Natasha leapt and kicked his face, sending him back.

Captain Hydra smashed her back, then flipped, kicking Sam away while throwing his shield at Bucky who was sent flying off. As he staggered up with the shield, Captain Hydra grabbed him, sneering. "How dare you make me do this?" Natasha fired another taser from behind but Captain Hydra caught it and struck Bucky's Vibranium arm, making him convulse as Captain Hydra threw him off.

Sam then flew down but Captain Hydra struck him with the shield, sending him down, but Sam flew off when he flipped to kick him, and fired a grapple at the shield, making Captain Hydra fall down.

Sam flew at the shield to take it but Captain Hydra threw him down and with a roar, ripped off his wings, then raised the shield to bring down on him but Natasha kicked him away.

As he stood up, she decked his face while Bucky came back, grabbing his wrist where the shield was strapped. Sam got up too, powering himself and giving himself momentum with the remains of his wings' mechanism, and Natasha joined in too.

The three struggled with him, and-

CRACK!

Captain Hydra let out a scream of pain as his arm broke, Sam now taking the shield from him. He glared hatefully when Johnny flew down, flashing a smirk. "Well, at least I'm better than A Steve!"

With that, he fired a powerful blast of flames that burnt Captain Hydra badly, making him scream in agony, and then Natasha shot him in the head, finally ending his life.

War flew up into the air and fired down a beam which was powerful enough to destroy the whole city and kill everyone in it.

He could just make more cyborgs, these ones were a small price to pay for his master's plan.

"FOR MIDGARD!" Thor declared with a roar as he flew in the way, Odinforce erupting from him, and he used Stormbreaker to block the beam, gritting his teeth.

War tried to increase the power of it, but Thor wouldn't give in, absorbing the beam into his powerful battle-ax, as War gave in first, running out of it.

Thor's ax was now empowered by War's beam, and he hurled that back at him, the energy exploding on War as he was sent flying off and crashing to the ground, making a crater while he groaned.

Thor landed as War got back up, ready to battle again. "I will destroy you for my master, Odinson."

"Horseman of War, I'd have words with thee!" Thor roared. War fired at him but he deflected before firing lightning mixed with Odinforce, damaging War who was sent flying back and crashing again.

"I sense…exponential increase in power", War noted, before firing another beam as Thor fired lightning to counter, with their powers clashing against each other.

Thor roared, his lightning overpowering War's beam, making him fly into the air, as Thor flew and struck him, making him fall again.

He flew towards him but this time War fired his canon in time, sending Thor back.

War flew at Thor, about to hit him, but Thor flew to his side and with a mighty roar, swung. War's arm cannon was chopped off completely.

Before War could react to it, Thor chopped off his head, ending him at last as the rest of him fell down.

Not taking any chances, Thor swung Stormbreaker many more times, chopping War into tiny bits, and then fired lightning from his hand at those bits, destroying War utterly.

Ethan Rayne sliced at Hulk with magic, making him roar and as he tried to punch, Rayne teleported behind him, hitting him with more magic as Hulk staggered forwards.

Ben during that time hit a stone golem. "I thought being angrier made you stronger. Well get angry you green dumb brute!" Ben instantly regretted it when Hulk used him as a club to destroy all other golems. "HULK ALREADY ANGRY!"

Hulk let Ben go, who groaned in pain. "Urrrggghhh!"

"You all can't beat me", Rayne said just as Hulk grabbed him and threw him off. Buffy was about to throw the M? at him when he steadied himself and mentally attacked both again, making them fall to their knees.

Some of his locusts swarmed at them too.

Sweet Dreams by Eurythmics plays

Maximoff ran in, and grasped Buffy, running her to the side of the locusts, and then positioned her hands in a swinging motion, before touching them, imparting some momentum.

Next moment, Buffy had swung the M? and killed the locusts. Before Rayne could react, Maximoff jumped up at him from behind, using his momentum to do so, and decked him, sending him down.

He tried to get up and get a handle on Maximoff, but he was just too fast. One punch, another punch, a third, Rayne was struck from all sides.

Next moment, Hulk picked him up and tossed him away again. Rayne landed and fired a blast of water at Hulk who put his arms in the way to block.

Using the opportunity, Maximoff slightly moved Rayne's foot forwards, and pulled him backwards, before moving off as Rayne fell on his back, his own water covering him, making him gasp.

Hulk used the opportunity to land punch after punch on Rayne's face, making him spit out blood. Hulk wasn't giving him a chance to recover now, keeping up his assault without a moment's break.

Then Ben joined in, beating him up brutally too.

Ethan tried to focus but Hulk was too strong now, and Bruce was pushing him away from the inside too, not letting up one bit. And the combined assault by Hulk and Ben was too much.

By the end of it, Ethan was very weakened, as Hulk picked him up and tossed him to Buffy, the Horseman groaning in pain.

Buffy lifted him up by the collar, glaring in rage, and with a roar of grief and anger, landed punch after punch on him. Now weakened, her punches were also affecting him, constantly sending his face the other way as he spat out blood after each blow.

By the end of it, Rayne's face was a mess, and he couldn't form a single coherent thought, much less try to use the powers of his mind on anyone.

Buffy picked up the M? and raised it over her head. "This is for Giles!"

"You...don't...kill humans!" Ethan rasped out. "I'm still...human."

"Well", Buffy flashed a nasty smirk. "Time to grow up."

Buffy brought the M? down, striking Rayne on the head as he gasped, drawing in a little breath, his last one. Buffy pulled her scythe out, Rayne collapsing to the ground, dead.

A tear rolled down her cheek as she remembered Giles, but Buffy knew now she had avenged him.

She gave Hulk, Ben and Maximoff grateful nods, which all 3 returned.

Storm blocked a blast from Electro with her own lightning powers, while Carol rammed into him from the other side, sending him staggering forwards.

Electro straightened, firing at Tony-2 who twirled around to avoid, then he fired some restrainers which restrained Electro's arms and legs, holding him in place as he struggled.

"Try to get out of tho-"

KABOOM!

Electro had freed himself as Tony-2 groaned. "Never mind."

Tony-2 flew to avoid lightning from Electro, and then saw Whiplash in front of him and Unicorn about to fire from behind.

As Whiplash struck out, Tony-2 flew out of the way and Unicorn was hit on the suit, damaging it, as Tony-2 flew in and punched Whiplash out before blasting Unicorn away.

Tony-2 then clashed beams with Titanium Man as Storm held out her hands, creating a whirlwind around Electro, which transformed into a tornado.

Electro fired at the tornado, struggling against it, but Storm gritted her teeth, not letting up, trying her best to weaken him.

Horseman or not, he needed to breathe, he wasn't Apocalypse who could survive without oxygen around him in the atmosphere.

Electro was roaring, trying to fire everywhere at the tornado, however Storm was only increasing its intensity, making sure it was away from the rest of the army.

Both Storm and Electro roared loudly at the same time, struggling against each other, with Electro pushing back as Storm was thrown back by a bit, but her willpower was strong, and she twisted her hands, increasing the intensity even more.

"RAAAAAAAAAARRGGHHH!"

Electro finally started gasping for breath, grabbing his throat and panting, but not getting any air at all. He tried to fly up but the intensity and power of the tornado wouldn't let him move one bit, he was stuck in midair, slowly losing oxygen and power too, or rather the ability to use his power.

Gasping, he started falling down, Storm noticing the electrical attacks on her tornado were ceasing, so she let up at last, the tornado dissipating within seconds.

Electro plummeted to the ground, groaning in pain as next moment, Hercules lifted up Electro by the throat.

"You shall not destroy and control any longer", Hercules broke his neck with one hand, killing Electro at last.

At the same time, Tony-2 ripped out Titanium Man's reactor, depowering the suit. "Stay down." He threw him down.

T'Challa dodged Killmonger's strikes, then grabbing his arm, elbowed him before Killmonger pushed him to the other side and tried to knee but T'Challa blocked. The two struggled before Killmonger elbowed T'Challa's chin and threw him off but T'Challa punched Killmonger down too at the last moment.

T'Challa blocked a kick but was kicked back, then dodged the next one, clashing against his opponent, and threw a spin kick of his own that sent Killmonger back. He blocked some blows and dodged a kick before tripping Killmonger who flipped back up and tried to kick but T'Challa tossed him down again. As he got up, T'Challa punched him a few times and grabbing his face, threw him down hard.

Storm then fired lightning at him, making him convulse as he let his mask down, screaming in pain, while T'Challa picked up the Vibranium spear. This version of Killmonger was even more fallen than his own, and needed to be stopped.

"Goodbye cousin", T'Challa stabbed Killmonger in the head, killing him instantly, and looked down sadly as Storm flew next to him.

"I'm sorry."

"Thank you."

Adam leapt back to avoid a slice from Morbius before kicking him up into the air where he flew, breathing down toxic blood from his mouth at them.

Adam fired some flames to counter, letting the blood spill upon some soul-eaters. Due to its powerful nature, the soul-eaters were affected, screeching in pain as they flew haywire here and there.

"Fucker's weakening", Blade noted as Adam flew up at Morbius, grabbing his throat.

Morbius trashed and struggled against Adam, who didn't let him go, then head-butted the Living Vampire and Horseman of Death, dazing him a little. Adam hurled him to the ground, making Blade and Whistler move back while Morbius crashed, forming a crater and making some dust fly around.

Morbius got up and was about to attack them but Blaze rammed his bike into Morbius' chest, making him fly back and crash away into a building from the impact.

As some soul-eaters were about to come at them, Blaze swung his chain, burning them up, while Robbie did the same, taking out some more with his own chain.

Morbius flew back in with his claws, only for Adam to ram his claws into Morbius' abdomen, making him gasp and screech in pain once more as Adam lifted him up, tossing him down, before stomping on his chest a few times.

Morbius was weakening bit by bit. He grabbed Adam's foot, managing to barely push him off, then stood up, only to get another punch to the face, followed by an uppercut that sent him flying up into the air.

Before he could fall down, Adam flew up and grabbed Morbius, bringing him down on his knee as Morbius let out a loud scream of pure agony.

With that, Adam tossed Morbius down, the Living Vampire groaning in pain and shrinking to his regular size due to how much the beating by Adam had weakened him.

He staggered up, now in normal size, but taking the opportunity, Blade ran the enchanted sword through Morbius' heart, making him gasp, before Blade pulled the sword.

"That's it."

Morbius collapsed to the ground, coming to his senses in his dying moments at last.

"What have…..what have I done?"

With that, his head tilted to the side. Death had claimed the Horseman of Death now.

At last, the 4 Horsemen of Apocalypse were gone.

Back at Atlantis, Hulk-2 struggled against Absorbing Man, Hulk-3 lying on the ground, wounded.

"DIE, WORTHLESS TRASH!"

Then Hulk appeared, ramming into Absorbing Man and sending him down. He shared a look with the other two, and they knew what to do.

As Absorbing Man staggered up, Hulk-2 did a thunderclap, sending him flying back. As he fell, Hulk raised his fists. "HULK…SMASH!"

He slammed his fists on the ground so hard the impact of it sent the Absorbing Man flying up into the air, and as he plummeted below, Hulk-3 stood and raised the cure, crushing it as it surrounded Absorbing Man in a bright light.

He screamed as the energy from him dissipated everywhere, the monster turning back into a human.

Hulk-2 caught him, looking at his dazed father. "Father….bad! We….good!"

He threw his father to the ground where he lost consciousness.

Blaze-2 was thrown down by Blackheart as Blackout came over him, sneering. Then Blaze-2 screeched and grabbed him by the head while expanding his flames, burning Blackout brutally, as he broke his body.

The burnt and broken Blackout lay dead as Blaze-2 faced Blackheart, who laughed. "He was just a servant. I am still father's son."

Blaze-2 struck with his chain as Blackheart dodged and ran up to him, grabbing him by the throat. "Let's kill you now, since you have nothing new."

"Wrong!" Blaze-2's flames turned blue now, and Blackheart screamed in horror and pain, this being too much for him as the flames singed him badly, the angelic powers overpowering his demonic ones, and he fell to the ground, burning all over before exploding into ash.

X-24 managed to toss Laura away, then Sabretooth kicked Old Man Logan before Logan sliced his abdomen, and then stabbed his throat. Old Man Logan dodged blows from Deathstrike as X-24 stabbed Logan from behind, only for Laura to to stab him from the side too.

Sabretooth struck out at Old Man Logan who blocked with his claws, but was thrown back, only to roll away to dodge his stomp.

Then suddenly, Sabretooth was decapitated from behind by Logan. "Take that, bub."

Logan helped his older counterpart up as Laura was thrown off, and both charged, battling X-24 and Deathstrike. Logan struck X-24 before being kneed while Old Man Logan grabbed Deathstrike's hands before headbutting her away.

Logan blocked X-24's claws with his own, then kneed his gut before head-butting him, and not giving him a chance to recover, sliced him many times here and there, stabbing his throat too.

Laura during that time sliced Deathstrike's knees, allowing Old Man Logan to stab and toss her away.

As she staggered up, Tara lifted Deathstrike telekinetically and then threw her into the water body far off.

X-24 was prepared to fight Logan away when Blaze-2 walked to him, the blue flames still spewing from him. "You...no soul." And then Blaze-2 grabbed X-24 by the head, the blue flames licking his skin.

His animalistic roars increased in volume as light passed from Blaze-2 to him, but the Ghost Rider didn't let up, allowing himself to continue the procedure.

X-24 trashed his head, Ghost Rider still not letting up.

At last, Ghost Rider was done, having healed his mind and body and granted him a conscience, as X-24 gasped, seeing everything clearly for the first time, his bloodlust buried deep inside.

Tara and Blaze-2 stepped backwards as the other 3 looked at him. X-24 fell to the ground, now tears in his eyes as his actions came back to him, and he let out a roar of shame before looking down.

The others watched him sadly, knowing he had a lot of guilt to work through, a lot more to learn. But at least he had a chance now.

Ripper finally managed to get through Rack's defenses, making him fall down, and put a foot on him. "Well, you lose again."

He kicked Rack out while smirking.

Venom-2 decked Venom, whose head tilted to a side, then he glared with a smirk, and decked Venom-2, sending him down. As Venom-2 tried to stagger up, Venom lifted him by the throat. "You're a jerk!" Punch. "You're a loser!" Punch. "You're pathetic!" Punch. "You didn't even date Gwen Stacy that much." Punch. Venom-2 was limp now, as Venom absorbed Venom-2 into him, gaining his power too.

"NOOO!" Eddie-2 screamed in horror. "I want the-"

"Shut up", Venom slammed Eddie-2 to the ground hard, breaking some bones and knocking him out.

Venom then lifted up Amylin by the throat. The Vampire trashed against him, comically begging. "Please, don't eat me. I taste bad! I actually don't taste at all, I am cold meat, bad meal, please don't- NOOOOO!"

Venom gobbled up Amylin's head, throwing his headless corpse off as Lothos watched in terror, only to be decked by Buffy-2.

"I'm going to kill you", he snarled.

"Which one?" Buffy asked, stepping next to her doppelganger as the two shared a smile.

"Both", he swung his sword, the two ducking away to avoid, as Buffy struck but he blocked, and he blocked a strike from Buffy-2 as well. He then backed while blocking a swing from Buffy-2, only for Buffy to slice his knee, making he groan as he staggered back.

He roared and charged Buffy who blocked his swing, as Buffy-2 took the opportunity to slice his shoulder, the Vampire groaning and staggering away again. The two then clashed blades before he blocked both of their swings, pushing Buffy-2 back by a bit as well. Buffy was about to strike but he blocked in time and forced her back with swings of his own.

Both of the Buffys swung together at that point, forcing Lothos back who blocked their swings, striking Buffy-2's sword when Buffy sliced his side and he grunted in pain from that.

He blocked the next swing from her as well as Buffy-2, then clashed with both before swinging his sword wildly, forcing both of them back to avoid his strikes.

Lothos struck forwards, clashing against Buffy-2 who blocked his swings again as Buffy then charged him, clashing and forcing him back once more.

At that point, both clashed against Lothos, and then Buffy was behind Lothos, kicking him forwards.

Buffy-2 was about to take his head but he ducked in time and threw himself down to avoid, rolling away before standing back up.

Only, that was it. Buffy stabbed him with a stake through back as Buffy-2 stabbed him through the front, both stakes hitting his heart simultaneously.

Lothos gasped, staggering around a bit, and then fell down, dead!

Illyria dodged a strike from Morzon, then telekinetically made a boulder slam into him from behind, shattering it as Morzon was dazed momentarily. She then punched him hard, throwing him off.

He staggered up and charged Illyria who then used her power to freeze time, walking to him. However, Morzon was a powerful Hell-God and an aura burst from him, breaking her time freeze as Illyria was thrown off her feet to the ground as well.

Morzon moved to strike her face but Illyria blocked at the last moment and sent him flying up. She then telekinetically held him up in the air, trying to hold him, only for him to roar as an aura of energy burst out, breaking Illyria's hold and sending her flying off and falling down.

She groaned as he approached her, only for Blade to call out to her. "Blue meanie!" Illyria turned to see him tossing his enchanted sword at her. Using the opportunity, Illyria froze time once more, then getting up, grabbed the sword.

Illyria then charged Morzon who roared, his aura burst breaking the time freeze, but she managed to stab him through the chest in time as he gasped in pain, feeling greatly weakened, and using the opportunity, Illyria opened a portal to Morzon's home dimension, pulling out her sword and kicking him into it as the portal closed.

Blade walked next to her as she handed the sword back to him. "Thank you...Blade."

The Dhampir had been told she loved calling them half-breeds, so this was an improvement. "You're welcome...Illyria."

Illyria then looked at the Edera Demon and opened a portal to its home. "Go home!"

It nodded and walked off to its place as Illyria closed the portal.

Peter-2 pulled Anya back, saving her, and used webbing to save Connors, Otto and Dillon too, while nerd Cordy held onto him.

Peter was struggling with Green Goblin, hanging off his glider, and then he pulled out a pumpkin bomb, shoving it into the glider's mechanics.

BEEP-BEEP-BOOM!

"AGH!"

The two of them tumbled, crash-landing across another building, onto its rooftop.

"Dawnie! Dawnie! Hey!" Tara ran to Dawn, hugging her as they walked to higher ground.

"DAWN?!" Peter cried out as he staggered up.

"Peter! Hey!" Dawn called out to him.

Peter asked her. "Are you all okay?"

Dawn assured him. "We're okay."

He sighed in relief. Meanwhile, Green Goblin jolted upright at the other end of the roof.

Peter turned to face him in a crouch, eyes narrowing, seeing red.

Green Goblin rose, ripping off his goggles. "Poor, Peter. Too weak to send me home to die."

Peter responded to the taunt. "No. I just want to kill you myself."

"Attaboy!"

Enraged, Peter rushed at Green Goblin and they clashed! Peter got on his other side and webbed his foot.

Peter then punched Goblin down and leapt up to punch him again but Goblin freed himself, rolling away to avoid in time.

SNICK!

Goblin released his arm blades, whistling. He swung as Peter flipped on his other side to avoid, then dodged again before decking his arm, and dodged once more by leaning back.

Goblin punched once before Peter punched him twice and webbing him, got on his other side, punching him again.

Green Goblin swung the blade, nicking his shoulder as Peter roared, punching him harder and sending him back, freeing him from the web.

Goblin swung once more as Peter avoided and brutally beat him down, webbing his face to pull it down on his knee, hitting his face once more.

He then webbed Norman again and flipping behind him, picked him up and threw him down once more.

After that, Peter picked up Norman by the back of the collar and unleashed brutal punch after brutal punch on his face.

Peter-2 and Peter-3 ran forward to see Peter battering Goblin until who was down on his knees. Goblin had collapsed to the ground, spent.

A quick look between the other two Peters. We have to do something.

Peter lay into Goblin, who was taking punch after punch after punch, lying on the ground. Peter looked at him with murderous intent.

Tara and Dawn looked on with concern as Peter grabbed Goblin's glider, crashed at the base of the roof.

He drifted towards Goblin, murder in his eyes, lifting the glider over his head, about to bring the gleaming blades down on Goblin when—

Before Tara or Dawn could say or do a thing, Peter-2 jumped between them, stopping Peter as he grabbed the glider!

Peter screamed, unrelenting as Peter-2 went down on a knee, a pleading look on his face. Don't do this.

'Don't tell Harry.'

'You killed my father.'

'But at some point, I just- I stopped pulling my punches.'

'Spider-Man doesn't kill people.'

'I got rageful. I got bitter.'

Peter-2 wasn't going to fail the Osborn family again, he had his second chance, he wouldn't waste it. And Peter wouldn't go down the same route as Peter-3 did, he wouldn't get rageful and bitter, because Spider-Man didn't kill people. 

Slowly, gradually, Peter relaxed. A wordless understanding passed between the two Peter Parkers.

As Peter set the glider down-

"WATCH OUT!" Tara cried out.

SHUNK!

Peter-2's face fell, Goblin had stabbed him in the back! Peter-2 collapsed.

Peter-3 rushed forward with the Goblin cure, spotting the standoff on the roof.

Goblin staggered upright, eager for more, taunting Peter. "She was there because of you." Peter faced him, eyes narrowing. "I may have struck the blow. But you..." Goblin laughed. "You are the one that killed her."

As Green Goblin cackled with glee, Peter-3 threw the Goblin cure!

Peter turned, grabbing it- SHUNK!

He stabbed Goblin in the neck!

Goblin staggered, shocked. In pain.

CLICK!

Peter injected Goblin with the anti-serum.

On the ground, Peter-2 smiled in relief that Peter had made the right choice, and now he too had redeemed himself of his failures with the Osborn family.

Both the Peters had saved this Peter. Peter-2 had stopped him from becoming a murderer, and Peter-3 had saved Dawn, preventing him from going down a darker path.

Peter-3 sighed with relief. Goblin fell back on his haunches, then... A look of recognition.

Norman Osborn was back. Peter had his revenge since by curing Norman, he had 'killed' the Goblin persona permanently.

"...Peter?" Norman saw Peter-2 on the ground, shocked to see him. He was remembering everything. May!

"What have I done?"

Peter-3 rushed to Peter-2's aid. The latter realized the former tossed the cure. "It was you."

Peter-3 asked. "You okay?"

Peter-2 nodded, reassuring him. "Uh, yeah, I'm good. I've been stabbed before."

"Oh, good. Good, good, good..."

Peter joined them, seeing the stab wound. "Oh, man."

Peter-3 complimented Peter. "Hey, nice catch."

Peter complimented him back. "Nice throw."

The three Peters shared a moment as Tara managed to hover onto their rooftop, Dawn holding onto her.

She kneeled near Peter-2. "Thank you." He nodded. She turned to Peter-3. "Thank you." He nodded as well, with Tara using her magic to heal Peter-2.

Blaze stopped near the Franks, taking normal face as Frank-2 realized who he was. "Blaze."

"Frank Castle", Blaze turned to him, nodding in acknowledgement, as Blaze-2 appeared, both staring at each other.

"So you're him too, huh?" Blaze noted, Blaze-2 nodding.

"Yeah, got the power on my Earth, and now use it for good", Blaze-2 showed his Ghost Rider face with blue flames as Blaze took his own Ghost Rider face too, both staring each other down.

"You...justice", Blaze said to Blaze-2.

"You...vengeance", Blaze-2 replied as both came to normal, and then Robbie walked past them, taking his own Ghost Rider face too.

Blaze-2 was confused. "How is he-"

"We get our power from him, and he gets his power from me", Blaze explained, then sped off.

"That was weird", Frank-3 muttered.

Angel, Spike and Stick were now back in Camelot, having been sent by Strange.

Suddenly, they were surrounded by a group of Vampires, led by-

"Robin?" Spike asked in shock. In front of him was Robin Wood, only, this one was a Vampire.

"Spike", Vamp Robin snarled at him. "You killed my mother, then when I found you...you turned me."

"Apologized to your doppelganger, not gonna apologize to you", Spike smirked.

"Yeah, he's just another bloodsucker", Stick nodded.

Spike pointed at Vamp Robin. "That one's mine."

"Come and get me", Vamp Robin ran off.

"If you don't kill him", Angel looked at Spike. "I will."

"Like I said", he's mine", Spike and Angel shared one more look. "This won't take long."

He rushed after Vamp Robin as the other Vamps were ready to fight Angel.

"Want me to tag in, Mr. Brood?" Stick asked Angel sarcastically, but Angel shook his head.

"Gentlemen", Angel adjusted his trench coat and swayed it while looking around at them with a calm smirk. "Shall we?" He raised his hands to either side. All of them charged him together with roars.

Spike was looking for Robin when he turned around to be kicked on the face by him. He tried to strike but Robin ducked and decked his abdomen, then blocked a punch and punched Spike back. Robin then leapt and punched Spike back again.

Spike gasped, then straightened himself. "Not bad." Robin smirked. "But you're gonna have to do better than that." Robin punched but Spike dodged by backing, then grabbed Robin in a hold and tossed him away.

Spike paced around the staggering Robin. "How pathetic you are in every world, Robin! Your mum didn't care enough to stay for you!" Robin got up. "And you're a Vampire now, and I'm not even the same Spike! Why keep this up?"

"I am her son", Robin glared. "I'll finish her work! I'm not a monster, Spike! I'm not you!" Spike glared back in anger, astounded by Robin's hypocrisy, considering this version literally worked for Apocalypse to have revenge against a different Spike.

Angel sent one Vamp flying with a punch, then smacked another and sent another back with a backwards kick. Two attacked him from stakes with either side, one having it pointed outwards and the other one's raised. Angel grabbed the hands of the one whose stake was pointed outwards and spinning, made him stake the other one, dusting him.

He then elbowed the other one back and dusted him too before using the stake to smack another Vamp down. One more charged him but Angel smacked his face with the stake, then his chest, and then dust him.

"Flank him! Take him down NOW!" One Vamp yelled. They charged with roars as Angel slammed one's head to the wall, tossing him down, then kicked another away before grabbing the club of one who was trying to hit him, and spinning him around, tore off his throat then used his club to bash a Vamp leaping at him in midair.

He then spun and used the club to bash the one whose throat he'd ripped out. As he tried to attack, Angel blocked and dusted him.

Spike had Robin on the ground, and punched him repeatedly. "You blame everyone but yourself. I killed her, that's on me." Spike stood up. "But you ruin your life with this vengeance streak, look where it got you."

Robin got up too. "Its all worth it!"

He tried to punch but Spike grabbed his arm and pinned him to the ground. "You can blame me for the death of your mother for the rest of your life." Spike picked Robin up, knowing the 'rest of your life' wasn't that long either. "I'm done blaming myself for mine."

And then a stake entered Robin's heart as he was dusted right in the next moment.

Almost all Vamps were dead, and the 2 remaining ones had broken bones. Angel paced around calmly. "Are we done?"

Stick then went into one Vamp, making it stake the other, then dust itself as Stick dusted his hands. "Now we're all done finally."

Spike returned too. "Let's go."

As they moved forwards, 2 figures appeared in the way, horrifying them.

One was another Angel, who had Vamp face on, permanently it seemed.

The other was Spike, but his appearance was hideous, features somewhat resembling that of a Turok-Han. He had white pale skin, a bald head with pointed ears and yellowish, talon-like nails. His face had the basic vampire brow ridge, wrinkles and fangs, except with red eyes instead of yellow ones; and a snub, bat-like nose.

"What the….?" Angel trailed off.

"Blimey…" Spike muttered, taking in his doppelganger's appearance.

"Their mug looks even uglier", Stick said.

"We'll handle them, go", Angel told Stick who nodded and disappeared.

"Hello, naïve Angel", Dark Angel greeted him with a smirk. "Let me show you how worthless this all is."

"You disgust me with your soul and love for a Slayer", soulless Spike snarled at Spike.

Angel and Spike shared a look, then turned to their doppelgangers, ready to fight.

Back at Atlantis, the other heroes who had beaten the Horsemen were all coming in now, knowing it was near.

The sky was turning purple as Peter-2 staggered up. "Am I dead or is this actually happening?"

"Its actually happening", Peter-3 said.

"He's here!" Tara realized in horror.

Next moment, a powerful shockwave made all the defending heroes fall down on their backs, groaning in pain.

Apocalypse appeared, marching forwards, looking around at the whole place and the mess with a neutral gaze.

"I should have known. If you want something done right, do it yourself."

He stopped in front of Warlock, who opened his eyes, stopping his meditation, standing up while twirling his staff.

"You are the one challenging me? I must confess, I am not familiar with you."

"I was once the power-hungry despot who tried to "perfect" creation. Now I stand opposing a man who would try and "protect" in the same manner as I would have."

"Yes, your visage has altered, aged, but here you are, Magus. That is quite a conversion, how did you come to such a change?"

"I died."

"Hmm, I wouldn't know anything about that."

"That's about to change."

Apocalypse turned to see Steve was floating above him, purple lightning flashing in the sky, the same shade of electricity cackling off the hammer and Steve's eyes. He did a superhero landing. Additions of armor of Asgardian design were added to his suit. In Mjolnir was embedded the Power Stone, much like it had been in Ronan's hammer before.

Next, Tony landed in a new, silver armor that was far beyond anything he had made yet, with glowing blue orbs on his chest, eyes, and other areas of the suit. It was his new cosmic armor-style armor, blue in color. The Space Stone was embedded in place of the arc reactor, powering it up.

Wanda landed in her new suit, a tiara on her head, surrounded by reality tendrils and red chaos magic, the Reality Stone in its liquid form around her, being manipulated.

Willow then landed, a tiara on her head too with a slot where the Mind Stone was embedded, her eyes glowing with its energy as she smirked.

Doctor Strange appeared surrounded by green runes with the Time Stone shining.

Warlock stepped forward with the Soul Stone on his forehead.

Other than Warlock, the Heroes with the Stones had hidden themselves as part of the plan to surprise Apocalypse when he was finally drawn out.

Then Thor, Hercules, Adam, and Hulk landed with them as Blaze rode his bike, leaving a flaming trail behind, stopping near them too.

Apocalypse looked around at each of them surrounding him, 11 powerful heroes now prepared for battle, before cracking a grin.

"Finally," he held up his fists as they glow with violet magical energy, "a fight worth my time."

They all charged, and the final clash began.

Chapter Text

Thor reached Apocalypse first, erupting with the Odinforce as he swung his ax, but Apocalypse dodged it in time, and getting behind Thor, grabbed his cape, throwing him away.

As he turned, Mjolnir hit him on the face, staggering him back as Steve caught it on return and used it to summon purple lightning, though Apocalypse defended with a mystical shield.

Wanda during that time flew into the air, covering Apocalypse all over with chaos magic and Reality Stone, trying to trap him in it.

Apocalypse roared as a shockwave from him sent them all back, but Tony fired Space Stone Energy at his face next, and flew at him with a punch, managing to affect him.

Before he could fire again, Apocalypse grabbed his hand and tossed him away into a corner.

Hulk did a thunderclap next, staggering Apocalypse back a bit before Blaze grabbed his throat with his flaming chain, trying to pull him down.

Apocalypse struggled slightly, gritting his teeth, as Willow used the Mind Stone, firing a beam from it that could have injured Apocalypse had he not summoned a mystical shield at the last moment, though the impact broke the shield nonetheless.

Then Apocalypse grabbed the chain, yanking it off and hurling Blaze at Adam, who flew into the air and charged him, managing to punch his face twice just as Hercules grabbed him from behind in a chokehold, both struggling, with Adam trying to bring his claws onto Apocalypse's head.

Apocalypse grabbed Adam's hands, struggling with both him and Hercules at this point. And then he let out a loud roar, pushing his head back, hitting Hercules who was dazed and let go as he then fired a blast from his hands at Adam, sending him flying off at the same time.

He then fired at the fallen heroes but Strange activated the Time Stone, using it to reverse the mystic blast back at Apocalypse, and he was hit, being sent back.

Warlock then sprung into action, hitting him on the face with his staff thrice at amazing speed, and leaping up, tried to strike him right on the head, but Apocalypse grabbed the staff at the last moment, managing to toss Warlock away.

Thor fired lightning from behind, hitting Apocalypse who gritted his teeth as Steve fired his Power Stone enhanced lightning too, both together making him scream a bit.

Wanda started wrapping him up in her energy as Willow once more fired the Mind Stone, but at the last minute Apocalypse stopped time and moved out of harm's way.

When it came back to normal, their attacks hit each other and caused a blast that sent all of them flying backwards, the shockwave from it breaking some buildings nearby too as Apocalypse looked around at them.

He then threw a magical spear at Tony, but Strange leapt in the way, using a mystical shield to block, though that one too shattered from the impact.

Steve leapt at him from above, managing to kick his face as he staggered back a bit, with Willow again firing the Mind Stone from her side, though he deflected it in time.

Taking the opportunity, Steve leapt, bashing his face with Mjolnir as Hulk grabbed him from behind, slamming his head down and punching him many times on the back of the head.

Apocalypse got up, throwing Hulk off, and as he tried to attack again, grabbed him by the wrist and twirled him, making the wind pick up due to the force.

And then he threw Hulk at Steve, tossing both of them away before Blaze rammed his bike into Apocalypse's abdomen, throwing him back from the impact. He was then over Apocalypse, trying to use the Penance Stare.

"HUNGRY!"

Apocalypse let out mad laughter. With the great power he had, he was beyond any regular soul, such tricks would not work on the former Sorcerer Supreme.

Ghost Rider was shocked as Apocalypse tossed him away onto his bike, sending both rolling away. Hercules picked up a pillar and slammed it on Apocalypse's face, staggering him back, then slammed it harder, before slamming it a third time, breaking the pillar into two.

As Apocalypse marched to him, Hercules slammed it on him even harder, as Apocalypse was staggered while the pillar broke even more, shorter than before.

The remainder he threw at Apocalypse, hitting him before he could react. Now Apocalypse was angrier because when Thor threw Stormbreaker, he deflected in time before brutally blasting Hercules away.

Next moment, he was lifted up into the air by Wanda's chaos magic as she tried to peel his skin off with her powers. Apocalypse gritted his teeth, resisting, and telekinetically pulled her to him, about to punch her head off.

Reacting in time, Wanda used the Reality Stone to cover Apocalypse's hand before he could swing fully, and as that distracted him, she hovered down.

Apocalypse then started firing at Thor who deflected with Stormbreaker a few times, then flew around to avoid.

Taking advantage Steve, Willow and Tony tried to fire at him from behind. Apocalypse just pushed one hand backwards and the telekinetic force sent all three of them flying away.

He then kept trying to blast them but they flew around to avoid his blasts. Adam then came at Apocalypse from above, breathing down flames that he barely avoided himself before using a telekinetic blast to send Adam away too.

As Apocalypse tried to blast Steve, Willow and Tony again, Thor leapt in the way and deflected it onto a building, shattering it.

Strange held out his hands, Eldritch whips trapping Apocalypse as many Stranges appeared, all trying to hold him down. Apocalypse gritted his teeth, the heroes moving in for the kill, but then a blast from him sent all of them flying off.

He was then about to blast Strange but Hulk leapt in the way, taking the brunt of it as he roared in rage and pain.

Hercules leapt at Apocalypse, grabbing both arms of his, trying to break them, the two now entering a wrestling match of sorts.

Apocalypse gritted his teeth, mystical energy erupting from his being, but Hercules wasn't letting go. The mystical energy caused cracks everywhere, and broke the ground underneath those two, making them fall onto a crater.

But Hercules still didn't give up, as there was a shockwave blast in the area, both of them leaping back at last.

Apocalypse clutched his fists, rocks rising everywhere as the water rose too.

Same time

"Angelus?" Angel called out to his other self.

"No", Dark Angel shook his head.

"What?" Angel was horrified. "You still have your soul? Then….how?"

"Apocalypse after apocalypse I stopped, I gave it my all!" Dark Angel ranted in anger. "Drove everyone away from me, sacrificed lives for the greater good! But the Shanshu never came!" He sounded broken, like he had completely given up on it. "It is all worthless!"

"So you join up with the actual Apocalypse?" Angel asked incredulously.

"All other versions of me need to see its all worthless! You have a wife, and a son, but it doesn't matter, I'll take it all from you", Dark Angel snarled.

"What's up with you?" Spike asked his other self.

"Buffy….." Soulless Spike snarled, his hideous appearance making it even creepier. "Slept with me, used me, but didn't give a damn about my feelings because I had no soul!"

"You didn't get one?"

"Oh I tried to make her mine, she kicked me away", soulless Spike revealed as Spike and Angel both realized what he had tried to do to Buffy, enraging them both. "Decided if she sees me as a monster, I must look like one. And here we go."

Spike knew what he meant. Instead of passing the trials to get his soul back, he had used those to get his chip removed and become a monstrous Vampire like a Turok-Han.

"Your love for the Slayer and the soul you got because of it disgusts me", soulless Spike snarled at him.

Angel cracked his knuckles as Spike prepared to fight too. "Your monstrosity disgusts me, mate."

And with that, both sets of fighters charged, the good Ensouled Vampires battling their twisted, evil selves.

Angel leapt with a kick as Dark Angel backed to avoid, then backed off while blocking more blows from his doppelganger. Angel tried to spin kick but Dark Angel blocked. The two clashed fists again, then their feet while grabbing onto each other, both in a deadlock.

Angel then tried to sweep Dark Angel's feet from under him but he leapt in the air and blocked a blow from Angel. Angel freed his fist and was about to attack again but Dark Angel flipped behind him.

Angel turned, trying to strike as Dark Angel blocked or dodged, and they ended up on the opposite sides, ready to fight more.

Angel leapt in the air with a spin kick. Dark Angel blocked one foot but the other hit his chest, staggering him back while Angel landed on the ground.

Dark Angel smirked. "I'm gonna enjoy this more than I thought." Angel roared and leapt with a flip kick which Dark Angel ducked to avoid. He blocked a few more blows from Angel and when he tried to kick, Dark Angel jumped into the air and spinning, got behind him.

Angel kept trying to strike as Dark Angel blocked all blows and even head-butted him once, but Angel responded with a hard punch to the chest that sent Dark Angel flying back by a few feet.

In response, Dark Angel blitzed towards Angel and smacked his chest with both hands, sending him flying off as well. Before Angel could recover, Dark Angel spin kicked his face, sending him tumbling down to a lower floor, while Dark Angel leapt down.

Angel leapt up at Dark Angel, aiming a Superman punch, but got a kick on the chest that sent him crashing to the ground as Dark Angel landed in front of him.

At the same time, Spike faced soulless Spike. Both tried to kick simultaneously, their feet clashing before soulless Spike kicked Spike's chest, staggering him back.

Soulless Spike charged with another strike that Spike blocked, then tried to punch but soulless Spike ducked to avoid. Spike was then hit in the gut and smacked on the face, being sent away again.

Soulless Spike kneed Spike's gut and elbowed his face, sending him down once more. He then lifted Spike by the throat, about to rip it off.

Spike used some moves, striking his opponent's elbows, and managed to free himself before elbowing soulless Spike's face in a spin motion, sending him away again.

Soulless Spike roared and stabbed Spike's shoulder with his talons, dragging them to ruin the leather duster and making him bleed.

"You'll pay for that one", Spike snarled as he ducked, getting on soulless Spike's other side to avoid a blow, then tried to strike which his opponent blocked. Spike was then punched on the chest and abdomen with both fists, being sent flying to the ground.

At New York, the cyborg Demons had been destroyed as the Benatar and Ravager ships together shot down the converted Avengers Tower, destroying any cyborgs that were being prepared inside it.

Stakar then told Quill over comms. "Quill, next time you ask us to help you Terran friends, don't."

"We didn't have a choice Stakar, the Universe needed us!"

"Why do you care about the Universe?"

"Because we're the idiots who live in it!"

"...suppose you have a point."

"Let's go to China, baby", Quill said as all of them flew to China to help the Mystics out.

In Egypt, the Asgardians had arrived to help the Wakandans after having finished the Zombies, and so the battle was raging here too.

Wesley and Lilah were battling their enemies back to back now.

Lilah sliced one in the gut and kicked him back. "These guys are really starting to make me angry!"

"How angry?" Wesley shot another down.

"Remember when Murdock finally told me the truth about his little horned hobby?" Wesley unintentionally shivered, boy was she pissed when they told her Matt was Daredevil. Mostly because it took them so long to tell her.

"Yes."

"Worse!"

"Oh dear", Wesley muttered, almost feeling bad for their enemies. Almost.

Nearby, Colossus threw one enemy away and punched another as he muttered. "Let's hope they're having an easier time with the big blue nutcase."

Adam and Hercules were thrown down, before their heads were grabbed and slammed down again as they were tossed away.

Some forces of Apocalypse were now on Atlantis too, the other heroes getting busy in fighting them. Peter-2 struck one with his web and pulled as it was sent flying into Logan, who sliced it down with his claws.

"Nice one, bub", Logan gave Peter-2 a thumbs-up.

"Thanks, you too", Peter-2 returned the thumbs up.

Maximoff was running around, making them hit each other or tripping them around, while Buffy and Buffy-2 sliced them with their weapons.

"Here", Buffy tossed Buffy-2 the M?, who caught it, feeling its power in spite of being from a different Universe.

"This feels…powerful", she muttered with a smile and sliced a Zombie before cutting down a jackal-head.

"I know", Buffy nodded as Faith spin-kicked another nearby, and Buffy-2 tossed her the M?.

"Thanks", Faith used it to chop off the head of one, and then she tossed it to Slayer Dawn as she dodged the blow of a zombie and brought it down on its head, killing it too.

"Wow, this thing has a lot of juice", she commented before tossing it to Felicia.

"Didn't use it last time", Felicia said, slicing a jackal-head's throat, then tossed it to Faith-2.

"Damn! This is something", she said as she spun and chopped off a zombie head.

Peter swung and kicked one away before flipping another down, and then webbing one more, hurled it at Dawn who stabbed it with her sword, while Peter-3 flipped behind a jackal-head and tripped it with webbing before throwing it away.

Tara stopped 2 zombies telekinetically and broke their heads as Blaze-2 fired some angelic flames near her from his head, and she manipulated those flames, burning enemies from all 4 species that were around her.

"Thank you", she called out to Blaze-2.

"Welcome", he said as Robbie struck one with his chain nearby, sharing a look with Blaze-2.

Old Man Logan and Laura were together, slicing anyone that came near them, when suddenly X-24 got up and roaring madly, charged at them.

They thought he was about to attack them, instead, he ran past them and chopped off the heads of 2 zombies before stabbing a cyborg and then stabbing it multiple times, ripping machinery and innards out.

"Whoa!" Old Man Logan muttered as X-24 turned to him. "Thank bub."

X-24 didn't respond, just snarled and continued killing more. Old Man Logan and Laura shared a look, an understanding passing between them, that both would help this guy now that he had a chance to be good, and then they continued fighting, helping X-24.

Osborn was finally staggering up as one zombie came at him but Otto lifted that one with his tentacle, throwing it off, and held out another tentacle to Osborn, allowing him to grasp it and help himself up.

"What have I done?" Osborn muttered, ashamed of his actions, especially killing May after this Peter who didn't even know him had tried to help him. "I-"

"You are not the only one with Demons in their closet, Norman", Otto told him gently as he stood next to his former colleague. "I have done terrible things too, horrible things, things that Rosie would be ashamed of. But I'm trying to be better, you can be too."

Osborn's face seemed to be a combination of reluctance and hope as he stood up, lifting his glider with him, and seeing Peter and Dawn fighting some foes, charged with a roar, stabbing one jackal-head with his glider.

Peter and Dawn turned to see him in shock as he ripped his glider out, then stabbed the jackal-head again and again till it was dead.

He looked at both of them, remorse in his eyes as they regarded him indifferently. "I don't deserve forgiveness", he finally said and carried on, Peter and Dawn sharing a look.

Meanwhile Vamp Willow, sexy Tara, Vamp Xander and Xander battled the minions together as Vamp Willow ripped off the head of one zombie. "These mindless things are so annoying."

"I know, right?" Sexy Tara asked as she stopped one cyborg with her magic, then punched it with her magic enhanced fist, breaking its machinery, then whispered to her. "Maybe I can blow your mind, huh?"

"Oh I'd love that", Vamp Willow smirked and sexy Tara smirked back, as Vamp Xander and Xander exchanged weird looks, then shrugged and continued fighting.

Warlock charged at Apocalypse and smacked his face with his staff, sending his face the other way. And then, enhancing himself and his staff with cosmic energy, he continued hitting Apocalypse in the abdomen multiple times, now winding him.

And then he gave Apocalypse an uppercut with his staff, sending him flying off before hitting his abdomen multiple times again. The last blow sent him falling down.

Warlock raised his staff, making a Cosmic ball, and hurled it downwards, hitting Apocalypse who blocked in time, but before he could react, Warlock flew at him and blasted his face again with a stronger blast.

As Apocalypse crashed down, Warlock raised his staff, Thor, Steve, Tony, Wanda and Willow joining him.

Taking the opportunity, all of them blasted Apocalypse together, making him scream when their combined attacks hit him, all of them damaging him finally.

When the smoke cleared, to their horror, Apocalypse got back up and flew up to them, blasting all away before smacking Warlock on the face as he fell downwards.

Apocalypse then brutally beat Warlock's abdomen and face multiple times, actually making him spit out golden blood, before throwing him down.

Then, before he could react, Tony blasted him from behind with the Space Stone on his suit's centerpiece. As Apocalypse was weakened, Tony continued blasting him with his powerful blasts, hitting him again and again, causing an explosion.

Once more though, to Tony's horror, Apocalypse, while damaged, was still standing. Now turning to Tony, Apocalypse grabbed him and ripped the Space Stone out of his chest, depowering the suit before tossing him away.

As Tony crashed to the ground, Tony-2 caught him, gently flying him away. "I got you man."

"Thanks."

Warlock was trying to get up when Apocalypse kneed him hard, making him spit out more golden blood.

As he tried to punch, Hercules, grabbed his wrist, trying to stop him, and managed to pull him back, slowly dragging him away.

Apocalypse angrily summoned a mystical spear and stabbed Hercules in the gut, making him gasp and spit out blood as Apocalypse retracted it.

Apocalypse then pinned Hercules to the ground, pummeling him brutally. "You think, after thousands of years trapped in a box, I'm going to let a group of mortals, godlings, and hellspawns stop me?! It didn't work before, and it won't work now!"

Hercules was thrown up and then was kicked on the face for his troubles, being sent flying off and crashing into a building.

Strange covered Apocalypse in a mystical barrier with Eldritch symbols, trying to crush him with it, only for Apocalypse to press a fist and shatter it.

"You disappoint me, Sorcerer Supreme, you would know this is nothing in front of me."

"I know", Strange shrugged as next moment, a blast from the Mind Stone made a hole through Apocalypse's abdomen, making him gasp as blood poured out of his mouth, Willow standing behind him.

As Apocalypse turned, she blasted again, making another hole as Apocalypse fell to his knees. She then walked closer, keeping the Mind Stone blast as intense as possible, slowly weakening Apocalypse from it, trying to get to his brain.

However, when she reached close, Apocalypse telekinetically ripped the tiara off her head, making her lose the Mind Stone, and he threw it off before telekinetically hurling Willow away.

Tara saw and hovering up, held out her hands, stopping Willow from falling using her own telekinesis, though the force from which Apocalypse had tossed her did affect Tara.

She slowly lowered Willow to the ground and ran next to her. Willow panted, Tara putting an arm around her shoulder.

"He's too strong", the redheaded Witch gasped grimly.

"I know", Tara watched the fight. "The rest have to give it their all."

Apocalypse healed himself with his power.

Steve charged Apocalypse with Mjolnir but was hurled back as Thor charged next and managed to strike him once, but was grabbed by the head and thrown away too.

Wanda picked up Apocalypse once more, trying the same trick as before, covering him with her powers as well as the Reality Stone.

Apocalypse's hand glowed. He then held it out and clutched something. Next moment, the Reality Stone was in his grip, Wanda horrified.

Using the opportunity, he blasted her. She blocked but the impact sent her crashing down, only for Maximoff to catch her in time, bridal style.

"Thanks."

"You're welcome."

Apocalypse lifted Warlock by the throat and decked his chest and face, then slammed his face onto the ground, stepping on it. From a distance, Strange lifted a mystical blade and hurled it at him.

Apocalypse teleported to avoid it before appearing back, and grabbing Warlock, he ripped the Soul Stone out of his head, then threw both away.

"Gain as much power as you want, it doesn't matter, I am the end of days! There is nothing in the Multiverse that can stop me! I AM the Multiverse!"

That moment, the spell erupted, billowing outwards. Deep, glowing cracks pierced the sky.

The Multiverse was breaking apart!

Seeing no other choice, Strange hovered onto the highest building, seeing rifts and splits opening their way through the skyline.

"Oh my God!" Buffy whispered, all of them terrified.

"Come on Matt, guys", Faith muttered, hoping they did it.

Strange set to work, combating the onslaught of the Multiverse, sealing one rift, then another. "Angel, Spike, Stick, work faster."

Dark Angel lifted Angel by the collar and pushing him to the other side, kicked him away twice, then supporting himself on Angel's neck, kept kicking him while pushing him back.

Angel fell down another floor. Dark Angel leapt down at him but Angel raised both feet, hitting his chin and staggering him back before standing up.

Their clashing continued, Dark Angel blocking blows before being decked, then he kicked Angel's face before pushing him off.

He then decked Angel's chest twice and pushed him off before leaping and punching his chest, sending him down. Angel tried to sweep his feet from under him but Dark Angel jumped back, both ready to fight more.

Angel flipped up, only for Dark Angel to blitz at him and send him crashing through another wall. Angel then fell down, groaning in pain.

Dark Angel smirked, thinking he was winning.

Angel then remembered those he fought for- Gunn, Lorne, Fred, Illyria, Buffy, Wesley, Lilah, Faith, Connor, Cordelia.

And Matt/Adam!

"When you're fighting an opponent who is stronger, faster, more experienced, whatever the case may be, remember this: Improvise. Adapt. Overcome."

Matt's words ringing in his head, Angel stood up for more, he and Dark Angel ready to go another round.

Dark Angel charged, Angel dodging, and then he spun to dodge a kick as well. They clashed fists as Angel threw himself down to avoid.

He then spun to kick Dark Angel who backed off but getting up, Angel smacked his face hard, sending him flying off and onto a wall, breaking it upon impact.

Stick was in front of the barrier around the spell, holding out his hands, trying to phase through, but it hurt him. "AGH!"

He staggered back, groaning. "How do I get past this shit?"

Spike charged soulless Spike, the two clashing again as Spike twisted his evil doppelganger's arm, though he freed himself fluidly.

Spike tried to punch but his arm was grabbed, only he grabbed soulless Spike's arm too when he tried to hit back.

Then managing to free his arm, he elbowed soulless Spike in the chest, but was grabbed by the throat. He smacked soulless Spike's arm away, then hit his abdomen many times before getting behind him, trapping him in a chokehold.

The two struggled brutally, soulless Spike pulling Spike's arm off, only for Spike to use his feet to throw his doppelganger up above and behind him, making him crash again.

Spike staggered up but soulless Spike grabbed him, dragging him away, and hit his head, then his face. Spike grabbed soulless Spike, tossing him down, and was about to hit but got scratched by the talons on the face, dazing him.

Spike fell down, soulless Spike getting up and lifting him by the collar, and decking him but he blocked. And with that, the clash resumed, Spike blocking another blow before being spin kicked away.

Soulless Spike slammed Spike to a wall twice, then got punched, then continued slamming Spike, stabbing his abdomen with his claws.

Spike screamed, then elbowed soulless Spike away. Soulless Spike tried to knee as Spike blocked but the impact sent him back again.

Soulless Spike struck as Spike grabbed him and slammed him to the wall, and tried to punch but was grabbed. He then hit soulless Spike on the knees.

Soulless Spike slammed him to the wall and punched but he dodged, only to get kicked onto the ground at that point.

Thor rammed into Apocalypse, the two clashing brutally as Steve joined too, making it a clash of three.

Apocalypse flew up to avoid them, when both Thor and Steve clashed against him, sending out a shockwave from it.

The battle was sending out shockwaves and explosions, levelling a few more buildings. Thor tried to strike as Apocalypse grabbed his hand, both struggling.

Then Odinforce and lightning erupted from Thor, sending Apocalypse back, Steve using the opportunity to slam his face, sending him flying off too.

Thor swung, Apocalypse blocking again, before ducking to avoid a strike from Steve, but Thor gave him an uppercut with Stormbreaker, giving him a giant cut as he was sent away from it again.

Next moment, Apocalypse blasted both fast, sending them off.

Hulk leapt at Apocalypse, grabbing his head from behind, trying to crush it as Apocalypse roared in anger and pain, struggling against the Green Goliath.

Then he grabbed Hulk's head, sending mystical energy, making Hulk scream and revert back to Banner. Apocalypse tossed Bruce away, only for Hulk-2 to catch him in time.

He put Bruce down, both he and Hulk-3 reverting back to Bruce-2 and David, watching the epic clash carry on before while Strange was trying to stop the Multiverse from closing in on them.

Unlike the time when Glory and Doc doing the ritual with Dawn's Key Blood had opened up the Multiverse, this time a simple reversal from the Time Stone wouldn't do it, due to Apocalypse's own counter spell.

Merlyn, the former Sorcerer Supreme, was as powerful as they were with Infinity Stones, so he was giving them a lot of trouble. They could surprise and hurt him at times, but he still had the upper hand, and any bad wounds did not last long as he healed himself.

Thor then grabbed Apocalypse, trying to toss him away, and hit him with lightning punches many times, only for Apocalypse to throw him into Steve.

Blaze grabbed Apocalypse's hand this time, trying to slice it with the chain, but Apocalypse grabbed it and sent a blast of power through it, making Blaze fly off and crash down once more.

Adam was watching, remembering the prophecy ring through his head. Matt knew what Adam was thinking and said mentally. "It will kill you."

"It will. Him, and me."

"We're in this together, brother."

"Not anymore." Adam reached into his chest, phasing through as he pulled out a white silhouette and placed it on the ground that turned into Matt, who stared shocked at his human self away from Adam.

"How?" He asked as the others continued battling Apocalypse, with Faith running next to Matt, the others watching too in shock.

Matt-2 and Elektra arrived next to the shocked Matt as well.

"Ever since the Hell-Mark was removed, it felt as if a…clutch, has been taken away. After a time, I realized I was stronger without it, more powerful, and with that power, I realized I could go as far as separate souls from bodies. In this case, separate man, from Devil."

"Adam…you'll die."

"But you will live, you all will. It was Mephisto that created this threat, and it is my duty to end it."

"I can't even think what my life will be like without you, and you've only been together for a couple years."

"Matthew, you and I have been together since the beginning, neither of us truly realized it, but even in your darkest moments, I was always with you. I just wish I could have done a better job protecting you, and those you love."

"You did nothing wrong…I just wish we could have had more time."

"Cherish each moment we had, and they'll go on for eternity."

"When did you get so wise?" Matt had a lump in his throat, Faith holding his arm, Elektra just staring up at Adam, with Matt-2 wondering how his life would have been if he too had an Adam with him.

"I had good teachers." Adam looked back as the battle with Apocalypse was threatening the planet. "It is time."

He made to fly over, but Matt grabbed his hand.

"Adam…I'm scared."

"Don't be, my brother. I have faith we will meet again." Adam looked at Faith and gave her a nod.

She nodded back, a bittersweet smile on her face.

Then as the rest watched, Adam flew off. "BACK OFF! HE'S MINE!"

Adam punched Apocalypse, sending him flying off. Apocalypse recovered in time and punched Adam back too.

"TAKE US OUT OF THIS PLANET!"

"Aye", Thor nodded, the Bifrost hitting the two creations of Mephisto. When it disappeared, both were gone.

Matt fell to his knees, teary-eyed, Faith hugging his chest from behind.

"What's he going to do?" Cordelia asked no one in particular.

"He's going to end it", Steve knew it, everyone feeling respect for Adam.

In a planet on Space, Adam punched Apocalypse, sending him flying off and landing onto another planet, making a huge crater.

Adam flew behind him, trying to slice as Apocalypse kept dodging, but eventually Adam sliced his face twice, shockwaves going around and making the planet break.

Adam pinned Apocalypse down, then brought his fists down upon him repeatedly, though Apocalypse had a mystic shield in place to block. Eventually, he blasted Adam away into Space, making him crash onto a mountain on another planet and breaking it.

Apocalypse teleported to the other one, looking at Adam getting up. Adam charged with a punch, Apocalypse teleporting to his other side. Adam tried to hit again and got the same result, the Devil breaking some ground instead.

Apocalypse held out his hand, firing a mystic blast of water and energy at Adam. Adam put his arms in the way, blocking, then charged with a roar, powering through, and punched Apocalypse hard.

Grabbing his face, he threw the former Sorcerer Supreme down, then tried to punch but he teleported away in time.

Apocalypse leapt down on Adam from above, Adam rolling away to avoid while Apocalypse shattered a huge portion of the planet instead.

Apocalypse hurled a mystic disk, Adam deflecting, only for many portals to open around Adam, all firing down blast upon blast at him.

Suddenly, Adam's hand burst through the portal in front of Apocalypse, grabbing and tossing him away. Adam then punched but Apocalypse was unaffected, the impact destroying most of the planet.

This was just an illusion that faded away, and then the real Apocalypse blasted Adam with a mystic disk from behind, sending him flying off and crashing again.

Adam flew at Apocalypse, dodging some mystic disks, and caught one in his mouth, crushing it, before punching Apocalypse away.

He was then surrounded by 4 Apocalpyses, only, he sensed the real one and grabbing his foot, tossed him down. Apocalypse hit the ground, sending out mystical energies that morphed into 3 giant monsters, all surrounding Adam.

Adam dodged one's blow and leaping on it, ripped its face off. The next tried to strike but he ripped its arm off, and decked its face, destroying it, before killing the last with flames.

Adam and Apocalypse then exchanged blows, glowing violet cracks appearing on the latter's skin, each catching a fist and holding the moment in a contest of strength.

"Looking to finish what the father has started?" Apocalypse pulled his fist free and punched Adam down, pounding his face deeper into the earth of the planet. "You'll fail! You'll like they all did! LIKE THEY ALWAYS WILL!"

Adam caught the next punch and breathed fire on Apocalypse's face before kicking him off, still mid-air, Adam grabs him by the face and dragged on him on the planet, digging a trench in their wake before grabbing a leg and slamming down, making a deep crater.

"I'm not doing this for him." Adam told the downed dark sorcerer as his body began to radiate with fire like a phoenix. Apocalypse got up and swung at Adam, but the Devil ducked under and wrapped his arms around Apocalypse, trapping his arms from moving.

"I'm doing this for my family."

Angel marched towards Dark Angel, who staggered up, angry. He charged as Angel blocked or dodged all his punches. He tried to strike but Angel grabbed his arm and spinning, got behind him, hitting his back and sending him forwards.

Then he decked Dark Angel's face before smacking his chin. Dark Angel tried to strike but Angel struck his legs hard, making him flip and fall down to the ground.

Dark Angel glared in rage, both charging once more. Dark Angel tried to strike but Angel got behind him and hit his back, making him gasp.

The two faced each other once more, Dark Angel throwing in a strong punch, but Angel deflected his strike, as well as his next one, and then another, before spinning and punching his chest. As Dark Angel struck, Angel grabbed his wrists and flipped him to the ground.

He tried to get up but got a spin kick to the face, sending him flying up and crashing near some weapons, an ax falling next to him.

Picking up the ax, Dark Angel charged Angel, who rushed him and with a leap, flipping, kicking his chin and chest, disarming him while catching the ax, his doppelganger being tossed off.

"Buffy….." Spike whispered, remembering her face, their moments, and getting strength, rolled away to avoid a strike from soulless Spike's talons.

And then standing up, he rammed into soulless Spike, throwing both down. Soulless Spike tried to elbow his face but he rolled out of the way and getting up, blocked more strikes, and dodged another before hitting his abdomen, then blocking more, decked his soulless self's chest with both fists, sending him back.

Soulless Spike was winded, then getting up, leapt with a punch that Spike blocked. Soulless Spike struck with his claws, Spike trying to hold back.

Then gritting his teeth, he twisted his arms and punched soulless Spike's chest, staggering him back, and with a roar, charged before punching his chest and abdomen multiple times, not giving him a chance to retaliate.

After that, he leapt and punched hard, making soulless Spike spit out blood as he fell away. Getting up, he rushed off, Spike following, only to suddenly be stabbed in the gut with the talons.

Spike roared and pulled out, the two clashing once more as Spike twisted soulless Spike's arm. Soulless Spike grabbed his throat with the other one, and he grabbed it, twisting that too.

Spike then elbowed soulless Spike's face, and grabbing him by the collar, slammed him down, Dark Angel falling nearby as Angel had thrown him off.

Stick appeared near them. "You know, its gonna take a bulldozer to take down the barrier."

Spike joked. "We're short of one."

"A strong explosion would work too", Stick shrugged.

"How'd we do that?" Angel asked.

Stick sighed, then told them how. "I can overcharge myself with spiritual energy that makes me up, and blow up", he looked at the downed evil doppelgangers, "and take these two shits out with me."

Angel and Spike shared a look, clearly concerned, then Angel turned to Stick. "Stick...that sounds like a one-way trip."

"With my record, it likely is."

"Getting blown up, not exactly a decent way to go." Spike then said.

"I've lived long enough, I've done enough, and I've already died. Not much left for me. All I can do, is what I think is right."

Angel and Spike realized what it meant for Stick, being the hero, when often he had to play the morally ambiguous warrior for the good guys, and being a ghost was his second chance.

"I won't say I'll miss you, old man, but you're decent enough as a dead guy." Spike.

"Suppose you guys aren't bad, for blooducksers."

"Thank you, Stick." Angel responded.

"Just do me a favor, and look after Matty. He's all I have left."

The two nodded firmly.

Stick turned to the evil counterparts, who were staggering up, though Angel's and Spike's beatings had weakened them too much to even try to resist.

"Alright, suckheads, lets go on a trip. One way to Hell!"

Stick tackled the two Vampires into the barrier, all of them feeling the pain as it started burning them, Dark Angel and Soulless Spike screaming.

Stick started glowing, making the two scream louder, and then he exploded, taking out the barrier which shattered into pieces, and the evil Vamps were gone.

Angel and Spike averted their eyes to protect them, then looked to the front.

"Stick…." Angel whispered sadly.

"He's…" Spike trailed off.

Stick was gone. And he had become a hero.

Strange watched as the Multiverse started repairing itself, the cracks all sealing up.

"It is repaired!" Strange called out. "The Multiverse is coming back to normal."

"Huh? Looks like we can go", nerd Cordy realized, waving to Cordelia. "Bye."

"Goodbye, and good job", Cordelia complimented her nerd self who smiled, then faded away back to her Universe.

"This is it", Faith-2 realized, and said to Tara and Faith. "Thank you for helping me find myself."

"Not a problem", Tara assured.

"Yeah, take care of yourself", Faith urged her, Faith-2 fading away too.

Kingpin and Bullseye faded away as well, still groaning, and the corpses of Russoti, Russian, Howard, John Saint and Blackout were gone too.

"Keep it going on your Earths, will ya?" Frank asked his two doppelgangers.

"Definitely, never gonna stop, we will carry on", Frank-3 agreed with him.

"Yep, those who do evil to others, they'll get theirs", Frank-2 nodded.

Frank said to Frank-2. "Take care of yourself, Army."

The former Delta Force operator nodded in return. "You too, Marine."

Then Frank turned to the taller alternate, who said to him, "Semper Fi."

And Frank returned it. "Semper Fi."

The 3 Franks shared a nod of brotherhood and mutual respect before Frank-2 and Frank-3 faded away into their Universes.

Absorbing Man faded away too, as Bruce hugged Bruce-2 and David hard. "Take care of yourselves, both of you. Please. Don't let anyone get you, you two are heroes too, remember that."

"We will, and thank you, for helping me realize Hulk is not a monster", Brucee-2 choked, hugging the other two tighter.

"Thank you for saving my life", David thanked them too. "This is it, but I will never forget."

They parted, looking at each other emotionally as Bruce-2 and David were gone too.

"All of you, stay safe", Slayer Dawn said to her doppelganger and the rest. "Keep it going, like I will."

"Good luck", Dawn told her doppelganger.

"Yeah, we wish you the best", Buffy nodded.

"Stay safe Dawnie", Willow waved at her.

"Take care", Tara smiled.

"We'll miss you", Xander added.

"Don't change the outfit", Felicia added to some chuckles.

"Yep, goodbye", Slayer Dawn faded away.

"Huh?" Ripper muttered, walking to the group of Scoobies, who all hugged him tightly, and he knew why.

"He was a hero, I will try to be", Ripper assured them all. "Thank you for showing me what I can be. His sacrifice will not be in vain."

"Go", Buffy muttered to him, all looking at him with tears. "Be a hero."

Ripper nodded, smiling, then faded away in front of the teary-eyed Scoobies, with Rack fading away too.

X-24 looked around, seeing the others looking at him in sympathy, and he faded away next, as Old Man Logan looked at Logan. They grasped hands. "Thank you."

"No, thank you."

A smile was shared, with Logan patting the head of Laura, who gave him a big hug that he returned, lovingly, kissing her forehead.

"Thank you", she said.

"You can talk?" He asked in shock.

"Yes", she nodded.

"Then what was-"

"She talks when she wants", Old Man Logan shrugged as Laura smiled.

Then she held Old Man Logan's hand and both faded away too.

"Well, this was fun, now I'm gonna finally get back to making out", Vamp Willow commented, smirking.

"Yeah, but you all take care", sexy Tara waved at her doppelgangers.

"Good luck with your lives, or life and unlife", Willow wished them both.

"Hope this works out", Tara added as both Vamp Willow and sexy Tara faded away too. Sexy Tara had done a spell to ensure Vamp Willow ended up where she was when they returned, rather than at Sunnydale.

That way, they could be together.

"Well, goodbye people, been a while since I worked with others, nice reminder, thanks", Liam said to them all. "Will keep you all in my mind, which is rare. Be honored."

"Yeah, now we're going, goodbye, and I defended the innocent at least", William added, he and Liam fading too as the rest waved to them.

"Sorry about the mess again", Vamp Xander said to Xander. "But I'll try to remain human now. Not try, I will. Its who I am."

Xander smiled. "You helped me in a big way. Thanks."

"No problem."

The two hugged each other, and Vamp Xander shared a nod with the rest before fading away too.

"I'm gonna go back too, but I know you all will remember me", Johnny Storm winked at them, making them chuckle.

"Either way, this was a fascinating experience", Reed said.

"And horrifying", Sue added with a shudder. "Like-"

"If we meet again, I'll get back at you", Ben said, pointing at Bruce, and all chuckled as the Fantastic Four faded away, the heroes waving to them.

"Take care, sister", Maximoff hugged Wanda, who didn't want to let go. "We'll always be with you", he touched her chest where her heart was, "in here."

Wanda nodded with tears. "Take care of your sisters."

Maximoff nodded, he and Wanda smiling at each other as he faded away into his own Universe then.

"Well, time to go", Tony-2 smirked at Tony. "You're real smart, you know that?"

"Back at ya, pal", Tony replied, the two nodding at each other before Tony-2 faded away as well.

"Thank you for giving us another chance", Matt-2 thanked Matt and Faith, sharing loving hugs with both of them.

"Yes, we appreciate it", Elektra added with a smile.

"Good luck to you both", Faith smiled, giving two thumbs up. "Work it out."

"Yeah, or we'll come over and kick your asses", Matt added, getting some chuckles out of all as Elektra hugged them both too, and then they faded away.

"This is shit I've never seen, and I liked it, goodbye all", Venom waved at them, and they waved back as he faded away too.

The dead Lothos, Amilyn and the other Vamps were gone too.

Buffy hugged Buffy-2. "Couldn't have done this without you. I'm gonna miss you, thanks so much."

"I'll miss you too", Buffy-2 told Buffy. "Live and fight, for them."

"For them."

"And have a normal life", Buffy-2 urged Buffy, who nodded, the two staring at each other as Buffy-2 then faded away.

Max, Flint, Otto, Connors and Eddie-2 all faded away as well.

Osborn looked up at Peter, then turned away.

"Norman."

Norman turned to look at Peter, expecting anger and hatred in his eyes. Instead, he saw kindness and sympathy.

"I forgive you."

Peter-2 gave a smile of pride, remembering when he'd forgiven Flint. Norman had tears in his eyes as he gave a bittersweet smile, and nodded, before fading away.

Angel and Spike arrived via portal, Cordelia and Buffy running to them and hugging them, as both couples kissed happily.

Blaze-2 was still spewing blue flames and walked to Angel, holding up his hand, making him nervous. "Uhh…what is it?"

"You….prophecy….." Blaze-2 grabbed Angel by the face, making him scream in agony as Cordelia tried to stop him.

"Hey, what are you doing?" She said when Angel's screaming stopped, a light covering him.

"Oh my God!" Angel gasped as he felt his heart beating again as his body felt the exhaustion from his activities. "My heart….its beating….."

"Blimey!" Spike realized what had happened as his jaw dropped, and Blaze-2 let Angel go, making him fall to his knees while Cordelia rushed to him, hugging Angel.

"Angel, you okay?"

"I'm…..I'm human now", Angel said, looking up at Blaze-2 and nodding. "Thank you."

Blaze-2 nodded back as Cordelia had an overjoyed. "Congratulations, Angel."

"Now we can be…" Angel trailed off with a smile as they shared a loving kiss and hugged, Cordelia hearing Angel's heartbeat in his chest.

"Why does he get the Shanshu?" Spike asked randomly, then after a moment of consideration, shrugged. "Who am I kidding? Of course it was gonna be Angel!"

Buffy held his hand. "Shanshu or not, I wanna be with you."

"I want to be with you too", he smiled as they shared a kiss, and then he looked at Angel. "Well, congratulations Angel, guess the better man won."

Angel just nodded humbly as Buffy gave him a smile too, happy for him and Cordelia, and he smiled back.

Blaze-2 walked past them to Darla as she asked. "What do you-"

"Prophecy…." He grabbed her by the face and she screamed in agony as well when the light covered her, and she too felt her heart beat while her body felt ache and exhaustion.

"My heart….I can feel it….." she fell to her knees as Blaze-2 let go, while she put a hand to her chest, feeling it.

Angel stood up as Buffy helped Darla up.

"Thank you", Darla said to Blaze-2 as he nodded and turned away, then looked at Angel. "How does it feel?"

"Like…..like I'm a newborn", Angel told her as both smiled and hugged, kissing each other's cheeks.

"I know, it's a good feeling", Darla said, the two parting. "Now I guess its time to start over with my life."

"I get you", Angel nodded.

Blaze-2 looked at Blaze and Robbie. "Bring vengeance."

"Bring justice", both said together as their normal human faces appeared.

"You know, it was nice meeting others like me, good to know work's being done all over", Blaze-2 told them both.

"And you gave me hope, thank you for that", Blaze responded.

"We will carry on", Robbie added as Blaze-2 nodded and faded away as well.

Darla hugged Cordelia. "Take care of my son. He is yours now." She looked between Angel and Cordelia. "Both of you take care of him."

"Thank you. I will, and you take care too", Cordelia wished Darla, the two kissing each other's cheeks as the now human Darla faded away as well.

"Hey! Uh... I think this is it. I think you're about to go home", Peter said to the other.

Peter-2 nodded. "Okay."

Peter-3 muttered. "All right."

"Um, look, I, uh... thank you! I just want to- I want you- I want to tell you that... I really don't know how to say this, I—"

Peter-3 started. "Peter..."

"I want you to know that I'm—"The other two Peters smiled.

Peter-2 pointed out. "You know. It's what we do."

Peter smiled. "Yeah. It's what we do. Um…" He hugged them both tight as they hugged back. "Thank you. Thank you. Thank you. Thank you." He pulled back. "I guess... I guess I'll see you."

Peter-2 agreed. "Same."

"Goodbye", Peter-3 waved.

A final smile between the three. Everyone from the other Universes had come in as counterparts, but parted as friends.

With that, Peter-2 and Peter-3 faded away as well.

The Multiverse was sealed and everyone was back where they belonged.

Adam and Apocalypse were both engulfed by the fire in the shape of a phoenix, the energy having been summoned from EVERY SINGLE DIMENSION to create this great power, Apocalypse screaming and straining, but Adam wasn't letting go, the flames and energy licking them both, engulfing them. Adam was a Nexus Being too, so he had the power to battle Apocalypse.

And then-

KABOOM!

Apocalypse and Adam were both blown to bits, and then the planet, moons, and neighbouring planets all went out too.

Apocalypse was dead!

Matt was suddenly in an all-white space, which he could see. Adam was standing there.

"It's done. You're safe."

"The cost was deep."

"I will not say: do not weep; for not all tears are an evil."

"And you're not a Devil. You, are a hero. My brother."

Suddenly, Adam began to glow, his shape changing as his red skin and wings began to fade away in a shower of golden light that blinded Matt. When his vision returned, he saw a man, a white shirt under a black suit, and two pure white wings sprouting from his back.

Adam stared at his human hand, the Caucasian skin, normally shaped nails, and ran it through his head of actual hair. It was unbelievable, so much so he began to laugh. "Now I look the part."

Matt laughed with him, but his brow furrowed in confusion. "What do you mean?"

"I look like you." Matt's jaw slacked as he stared, for the first time since he was a kid, at himself. All those years, wondering, imagining what he could be like, now he knew.

The room began to light up, Matt didn't have time to question it before Adam engulfed him in a hug.

"Take care of yourself, brother."

Matt said nothing, holding on to a part of himself for one last time.

When he returned to the world he knew, not a second had passed, but feeling something in his hand, Matt ran his hand over it before letting out a mix of a choke and a laugh.

It was a feather.

"Until next time, brother."

Angel and Spike walked next to Matt, putting their hands on his shoulder.

"Matt….." Angel trailed off.

"What?" Matt asked as he stood up, Faith supporting him.

"Your mentor, Stick, umm…." Spike tried to find the words. "He ummm….."

"He sacrificed himself to destroy the barrier and spell, used the spiritual energy in him to blow it up", Angel finally revealed, Matt feeling another stab in his heart. "Took out 2 bad guys as well."

"I'm sorry mate", Spike comforted Matt, as Faith gave him a hug, Matt having tears in his eyes while holding the feather.

"He was a hero", he finally said, all three nodding while Matt held up the feather. "They all were."

Matt put a hand on Angel's chest, feeling his heart beat as well. "And congratulations Angel, you've earned it."

"Thank you", Angel smiled, Matt grasping the feather in his hand as he held it to his chest.

All the heroes stood together, the wounded ones like Hercules and Warlock being helped to stand too, looking up at the now clear sky.

Apocalypse was gone, his apocalypse had been stopped, and the Multiverse had been properly fixed. But not without cost.

"We've all done it", Steve finally said, looking up at the sky while remembering those lost in this conflict. "They may be gone, but we'll never forget them."

And Steve was right. They won't.

One week later

After the Infinity Stones had been put back in their rightful places, a memorial was held for all the fallen Heroes behind the Avengers Compound, right next to Coulson's grave.

The memorial was for all the heroes who gave their lives in this conflict- Kennedy, Vi, Daisy, Giles, May, Stick and Adam!

Stick may have been already dead but he still hung around as a ghost, now that was gone too.

Everyone was present, some in tears, others barely controlling themselves, some having emotionless masks for faces but being torn up deep inside.

"They fought for us", Steve spoke for all the fallen ones as he looked up. "Because they knew…it was the right thing to do."

Some nods.

"All of them brought something to the table, all of them were ready to do whatever it takes, to make sure good came out on top. They showed us that heroism and kindness would triumph over the darkness any day."

More nods as they looked up at Steve and the names on the memorial firmly.

"They may be gone, but we are here. And we've all stopped the greatest threat to the Multiverse, with them. We did not let their sacrifices be in vain, and we will not let their sacrifices be in vain in the future. We will live our lives, and we will fight evil, no matter what shape or form it may take. I see you, and I know each and every one of you is a hero."

Bittersweet smiles to Steve's statement.

"We will always be around, and we will honor them all."

And he was right. They would. While they had lost their lives in this battle, they'd be glad knowing their efforts were not in vain, and that the battle against evil would be continued in their name.

Good would always prevail over evil.

Always.

Later

Angel stood in the sunlight, basking in it after a good while, then held up Connor who laughed as Angel smiled, spinning with him. "Yeah, daddy is playing with you in sunlight, you like that, don't you?"

"Yes dada", Connor cooed as Angel kissed his forehead.

Cordelia held his other hand and they walked to the car. "Well, now at least we can be like a normal family. Kind of."

"So, what shall you do now?" Wesley asked Angel as they turned around to face the rest of the team.

"Yeah, I mean, I guess we have to do this without you, right?" Gunn wondered.

"I think not", Fred realized on noticing their looks.

"None of you have any powers, right? Well, except Illyria in you, Fred, but the rest of you don't", Angel pointed out and they had to concede. "I'm not a Vampire anymore, but I have my skills, experiences and knowledge." He shared a smile with Cordy. "We're going to stick around and do what we've always done."

"Help the helpless", Cordelia shrugged.

"Oooh that makes me so happy to hear we still got you two", Lorne kissed Angel and Cordelia on the cheeks, then said to Angel. "Just don't sing."

"Gotcha."

"At least I got a human boss now", Lilah quipped, making the rest chuckle.

Fred turned into Illyria. "I will listen, but it is up to me if I follow you or not."

"Fair enough", Angel shrugged as Illyria became Fred again, the group chuckling once more.

Spike, Buffy, Willow, Tara, Peter, Dawn, Felicia, Xander and Anya sat together with Miss Kitty sitting nearby, Tara telling Buffy and Peter. "I know, it must still be hard, losing them both. I felt the same when mom was gone."

"Don't think its gonna get any better", Buffy muttered sadly.

Xander sighed. "It hurts 'cause they're gone. And then it hurts all over again because you remember what they stood for, and you wonder, "Is all that gone too?""

A beat as that landed on Peter and he remembered Steve's speech. "No, it's not gone. Everyone that she helped...and he taught…..they'll keep it going. We'll keep it going."

Anya asked Peter. "You really think so?"

Peter nodded firmly. "I know it."

Willow patted his shoulder with a smile as he smiled back, Dawn holding his hand and resting her head on his shoulder. "I'm glad we're all here."

"Yeah, we all are Dawnie", Willow nodded.

"Well, now we're all in the same city", Spike pointed out. "All of us get together at least once a week, what do ya lot say?"

"I say I agree, and Matt and Faith come too", Felicia added, everyone nodding in agreement.

Buffy downed her drink. "For now, we rest, but if anything pops up, we go to work."

Everyone nodded firmly, agreeing.

Matt and Faith were walking away, Bear walking with them as Faith sighed. "Guess time to go back to our normal lives now."

"You know what normal is for us", Matt reminded and both chuckled, sharing a kiss.

"I know how much both of them meant to you. I'm sorry", she said, the two holding hands now.

"Thank you", Matt replied. "I'm glad to have you though."

"Well, not just me", Faith said, confusing Matt a bit, and then she leaned towards him, whispering in his ear. "I'm pregnant."

Matt's jaw dropped as he realized in all the chaos, he'd never paid attention to that bit. "Really?"

"Really", Faith smiled, Matt lowering himself to her stomach and realizing there was a baby inside.

"Oh my God!" He said happily as he stood up and both Matt and Faith kissed each other happily, glad to be together and having a new addition in their family soon.

The ones who had sacrificed themselves may be gone, but they would never be forgotten.

Chapter Text

5 years later, New York City

In their store, Xander and Anya were arguing in the corner of a stall.

"Come on An, we'd established there would be a separate section for that kind of stuff, separate stall", Xander was telling her.

"But then people will think that stall is creepy and no one will buy anything from there", Anya shrugged, making Xander groan and scratch his head.

"I think it will intrigue them enough to buy", Xander argued back.

"That is a chance, fortune is not left to chance, Xander", Anya told him as he sighed.

"You know what? How about certain stuff can be anywhere and certain stuff in the stall?" Xander finally made a compromise.

Anya considered for a minute, then smiled cheerfully. "I like that idea, you are a very sweet and considerate man."

"And you are a very sweet and considerate woman", Xander replied as both of them kissed each other lovingly, Xander getting Anya up against the stall as she started unbuttoning his shirt.

Then 2 pairs of footsteps went past them and they stopped abruptly, blushing as Xander buttoned his shirt and they turned to see a little boy and a little girl watching them.

"Mommy, daddy, what are you doing?" The girl asked out of curiosity.

Anya started. "Oh we were-"

"Playing a game, Hallie, it's a game only adults play so you two can't play it right now", Xander made up the best explanation he could, as their 2 kids shared strange looks.

"So, we can't play it?" The boy asked.

"Not right now, Jesse", Xander sighed, before saying. "But we can play your favorite game."

Their kids' faces brightened up and they started running, Hallie saying. "Catch us."

"You know how tiring that is, Xander?" Anya asked her husband, annoyed.

"Yeah, but its worth it, right An?" Xander answered his wife's rhetorical question with another rhetorical question.

Anya considered, then smiled. "Yeah it is." And then both Xander and Anya started chasing their children.

In a modest cabin in the woods, at the bank of a lake, Tony Stark was sitting outside what looked like a tiny shed. He clapped his hands in a famous beat. "Chow time!" No response and he called out. "Maguna?" One more time. "Morgan H. Stark. You want some lunch?"

"Define lunch or be disintegrated." A girl with long dark hair walked out in front of Tony, having a silver and blue helmet similar to Iron Man's as she held out her palm.

Tony told Morgan Stark. "Okay. You should not be wearing that, okay? That is part of a special anniversary gift I'm making for Mom." He took the helmet off Morgan's head. She emerged out smiling mischievously.

"Okay."

"There you go. Are you thinking about lunch? I can give you a handful of crickets on a bed of lettuce", Tony offered his daughter.

"No."

"That's what you want. How did you find this?" Tony held up the Iron Man helmet.

"Garage."

Tony inquired. "Really? Were you looking for it?"

Morgan revealed to her father. "No. I found it, though."

Tony realized. "You like going to the garage, huh? So does daddy. It's fine, actually. Your mom never wears anything I buy her." He picked her up and they started walking towards the house, seeing Pepper reading a book as Tony put Morgan in her lap, and the two kissed on the lips.

Texas

Steve was about to have lunch with the Burkles, a ring on his finger, and he was telling Roger. "So, they thought hearing that game would make me feel calm and all that, but I'd been there before so-"

"I bet they were surprised by that and didn't think of it, did they?" Roger asked, getting some chuckles.

"That's what I thought, but now knowing Fury, I wonder if he knew I was at the game and was testing to see if I was still as sharp as I was in the 40s", Steve shrugged, since knowing Fury, that could be true too.

"Well, in that case they wouldn't have been disappointed", Roger chuckled.

"Just like we were not", Trish added, making Steve smile as Fred walked in, holding a baby in her arms and having a ring on her finger too.

"Didn't start without us, did you?" Fred asked as she sat down, putting little James Rogers-Burkle down on his pram as he slept.

"Oh no, we never can", Roger said as Steve stroked his son's hair, getting a joyful squeal out of him.

While he still helped out from behind the scenes, Steve had now retired from active Avengers duty, and Sam was the new Captain America, to whom Steve had given up his shield too, while the shield that Sam, Bucky and Natasha had snatched from Captain Hydra was also kept as backup in case anything happened to this one.

Fred changed into Illyria who looked at Steve as they shared a smile, then she looked down at the baby before turning back to Fred, and the four of them had dinner.

England

Gunn was talking on the phone and said. "All right, we're coming."

He cut the call as Gwen Raiden asked. "What's it this time?"

Gunn had parted from Team Angel on good terms and now travelled the world with Gwen, both of them investigating supernatural cases and getting paid for solving them.

"Some demonic sheep or something", Gunn was confused. "Guess we should go."

"Yeah", Gwen nodded, the two sharing a kiss and walking out of the place together.

LA suburbs

"Come on children, wake up", Lilah called out to her son and daughter. Habit would have her add 'Or I'll feed you to some hellhounds' but Wesley would have her head for that.

"Yes mommy", her son Holland (Lilah hated all her bosses but Holland she hated the least and she did respect that guy) and daughter Cordelia (Wesley wouldn't have it any other way as she was one of his best friends, and well, what could Lilah do?) said at the same time as they woke up.

Lilah walked downstairs where Wesley was reading a newspaper. "Good morning, honey."

"Good morning, honey", Lilah responded to her husband in the most forced polite tone that she could.

They sat down in front of each other as Wesley asked. "So, how far are the kids?"

"Well, I think they're brushing now", Lilah said. "Why do we have them again?"

"To raise them", Wesley simply shrugged.

"Eh, waste of money I say Wes, best use of them is to sacrifice them and gain some power", Lilah quipped as Wesley rolled his eyes.

He knew she did love the children, even if she didn't say it out loud, and these remarks were just her dark jokes, a leftover from her Wolfram and Hart days.

"I believe I would sacrifice you before that", Wesley told her without even looking up.

"Sure you would, hero", Lilah quipped as the children both came down.

"Good morning mommy, good morning daddy", they said together as they sat down on the table, eating the breakfast.

"So, how's school?" Lilah asked her two children.

"Fine mom, one other boy tried hitting me though", Holland told her.

"Have you told the Principal or any teacher?" Wesley inquired.

"No", Holland confirmed.

"Do so today", Wesley said and Holland nodded.

"Or better yet, beat up the boy", Lilah said with a smirk as Wesley sighed.

"Lilah, we aren't supposed to teach our kids such violent solutions", Wesley groaned while rolling his eyes. "Do not listen to mommy, she is joking."

"Come on Wes, where's the fun in just complaining?" Lilah asked as the two chuckled, but it was lost on the two kids.

"A girl called herself prettier than me", Cordelia informed.

"Well then honey mess up her face", Lilah told her.

"No, mommy is joking, don't do that, just remember you are the prettiest, the others are just trying to make themselves feel better", Wesley told his daughter while Lilah rolled her eyes.

"Daddy is no fun, is he?" Lilah asked the kids.

"Daddy is trying to protect you from trouble kids", Wesley said as they finished their breakfast and the bus came up.

"Time to go, go quickly", Lilah ushered the kids out as they took their schoolbags and went to the bus, waving to them both.

"Bye mommy, bye daddy."

They were gone as a neighbour greeted them. "Good morning Mr. and Mrs. Pryce."

He walked off as Wesley wished him back. "Good morning Mr. Rogers."

Lilah groaned. She hated this suburban domestic life. Or did she?

Within a year of Apocalypse's defeat, he had popped the question.

"You want to be annoyed by conflicted morality for the rest of your life?"

"You bet your ass I do."

And thus, they had been married, and Team Angel had been the only ones to attend as they didn't want anyone else. Though Lilah had joked about inviting Lindsey's ghost.

And now, years after the incident, the two lived here in retirement. Two children, odd jobs, contact with friends, and neighbours who knew them.

Good God Lilah hated it, she missed the days when she was in power and had idiots suffocating under her ass due to how much they kissed it.

"Let's go", Wesley said as he walked inside, and Lilah followed him.

Okay, Wesley was here though, and she loved being annoyed by his morality, and the way he gave peaceful solutions to their kids.

Maybe she didn't hate the good life as much as she thought. Oh no, she didn't hate it at all. She had Wesley, and she loved him, and he loved her.

Better than power.

Much better.

Wakanda

Bucky woke up in a hut, then saw he was alone, and knew where Natasha was. Getting up, he stretched and walked out, seeing Natasha standing by the lake, wearing Wakandan village garb like him.

He walked over and held her, both kissing before he looked down at her arms where she was holding their son Steve. Both stared at him adoringly.

At their request, Strange had managed to restore Natasha's body to a state before she had been sterilized, allowing her to have children finally.

And now they did have one at last.

New York

Willow and Tara stopped their car near the kindergarten school as their daughter Sophie got out, holding Miss Kitty Fantastico the 2nd, now a grown up cat.

"Well, first day, its gonna be great, Sophie", Willow said, getting out of the car with Tara, who was holding their other daughter Lily.

Willow had a baby bump and this one was gonna be a boy who they'd decided to name Alexander after Xander.

Their first, Sophie, had been birthed by Willow while Lily had been birthed by Tara.

"I know, mama Willow, you have telled me before", Sophie said as they stopped in the front.

"Well, you can't take Miss Kitty with you", Tara pointed out, kneeling down and kissing her daughter's forehead.

"Awww, goodbye Miss Kitty, I am miss you already", Sophie petted the cat who purred in affection and licked Sophie's hand, making her giggle.

Willow took Miss Kitty as Sophie waved at Lily. "Bye Lily."

"Bye", Lily cooed and laughed as Sophie shared a hug with Willow too.

"Good luck", both Willow and Tara said together as Sophie walked in, a teacher holding her hand and nodding at the Witches.

"Bye mama Willow, bye mama Tara", Sophie waved as they waved back, with Tara holding Lily's hand to have her wave and Willow holding Miss Kitty's paw to have her wave.

"We've dinner with Matt and Faith, right?" Willow then asked.

"Yeah, and they want the kids and Miss Kitty as well", Tara told her, both walking back into their car.

Los Angeles

Angel and Cordelia sat in a park, the day being very sunny as they watched Connor playing with some kids. His school had given an off on the day due to an unfortunate roadblock.

Plus they'd taken the time to teach him the difference between a dog and a bear, since when they were teaching about animals at school, Connor kept calling a dog as 'Bear'. Angel and Cordelia had to explain to the teacher about their family friends who owned a dog named 'Bear', at which point she'd been amused due to finally realizing Connor's reasons for calling a dog as 'Bear'.

So they'd cleared up Connor's confusion regarding the animals and names.

They still ran Angel Investigations, and Angel had taken a page out of his doppelganger's playbook, learning some magic instead from Willow, Tara and Wesley. He had basic knowledge of magic even before, considering he'd done exorcisms and glamors, but he wasn't experienced at using it, the three of them had helped him a lot.

Now here they were, having fun like a normal family.

"So, its in a week from now and Connor's already in holiday mode", Angel quipped, both of them chuckling.

"Yeah, will help us all get prepared though", Cordelia pointed out to another chuckle. "And the rest are all coming too. Gunn and Gwen aren't missing out either."

"Been a year since we last saw them", Angel nodded. "Connor is missing them both too."

"Well, he'll miss no more", Cordelia smirked, then took a deep breath, realizing now was the time to tell Angel. "And, he'll not be the only one to miss them either."

"Huh?" Angel was a bit confused. "What do you-"

Cordelia put a hand to her stomach. "Angel I'm pregnant."

Angel's eyes widened. He was…..he was having another kid, this time with Cordelia, the love of his life. He had never thought the two of them would have a kid of their own, but getting the Shanshu had put that thought to rest.

Still, actually having a kid with her, it was a pleasant surprise.

She snapped her fingers in his face. "Angel, you there?"

"Right", Angel snapped back to reality. "Right, I'm here." He smiled at her. "We're having another member in our family."

"I know", Cordelia replied as both of them kissed. Cordelia had been pregnant once before, but that was unwilling and demonic, this time, it was a normal one, the kind that she wanted.

They parted as Cordelia called out to Connor. "Connor Chase, come on its time to go, we're having some tea together."

Angel had taken Cordelia's surname after becoming human, and Connor now had the same surname, making his initials CC like his mama. This had led to their friends joking how Cordelia was the 'man' in marriage.

"Coming mama", Connor waved goodbye to his friends, then ran to them as Angel lifted him up.

"Here you go, come on buddy", Angel and Cordelia walked to their car with their son. "How'd you like a brother or sister?"

"I would love it, dada", Connor said excitedly as Cordelia stroked his forehead from behind, the three of them sitting in their car and going home.

New York

Buffy held Spike's hand, and they walked out, into the sunlight!

Just about one year ago, Spike had gone off to assist the West Coast Avengers aka Team Angel along with Scott, Hope and Robbie, against a team-up of powerful Demons, which had included a Mohra.

The Mohra had tried to take out Angel, now having a chance since he was human but Spike had been the one to save him. And then he had ended up getting some of the blood in him, and while they'd managed to get it off, it had turned him human before they could.

Buffy did not mind but Spike had told her that the powers he got from being a Vampire helped him in helping people, and unlike Angel, he did not want to really be fully human. But Buffy had pointed out they could now have a family of their own and grow old together too, making Spike realize she had a point as well.

So he had gone to Strange, asking if he could do something. "The only way I can be with Buffy is by her side, fighting shoulder to shoulder, through the best and the worst times. As a human, I can't do that. Chances of settling down in my favorite couch with little tykes running around may one day be all I want, but I need to know that I can be someone she, and the others, can depend on. That's my priority, being strong enough for them. I'm not risking getting turned the old fashioned way, not after everything I did back then, and not a bloody chance I'll risk some radioactive cosmic ray baloney to get some extra fingers or a weird tan like big green. Please, Doc, I need your help."

Strange had seen his plight, and so he'd set Spike up on a table to examine his physiology, before taking some blood from Blade on getting his consent. He'd then used a combination of that blood as well as magic, painfully changing Spike's physiology to match that of Blade.

So now Spike was a Daywalker like Blade, meaning he had all strengths of a Vampire and none of the weaknesses, except a thirst for blood that pig's blood could satisfy. He could walk out in daylight, age normally, and have children as well.

Spike and Buffy had gotten exactly what they wanted.

Though it had lead to another argument between Angel and Spike at the last gathering.

"How typical, copying me like always."

"Beg your bloody pardon, forehead, I'm taking Buffy's name because I love her. You took your lass' because you're whipped!"

"I got a soul, you got a soul, I get married, you're getting married, next thing we know, you'll be trying to have a kid."

"Jealous our little nibblet will be cuter than yours?"

"No, I'm just pitying the little guy or girl that has you for a father."

"Are those fighting words?!"

"They aren't a proposal!"

The others had been watching in disbelief, Harmony commenting. "Is it just me or are they fighting more than they ever did as Vampires?"

The others started to think the same thing as they two men were nose-to-nose arguing by then.

"You even turned human like I did!"

"Don't need powers to kick arse, you tit!"

"STOP CALLING ME A TIT!"

Now walking together, Buffy said. "Can't believe its in a week now. Its like, yesterday we were-"

"Yeah, I'm not very different in the area myself, luv", Spike Summers nodded, he and Buffy looking at their own wedding rings. In spite of not having been a conventional relationship until recently, they had gotten married with Spike taking Buffy's surname because they knew they could make it work.

And they had now.

"I think after this is done, I could have a kid of my own, what do you say?" Buffy asked Spike.

"Wouldn't mind it", Spike shook his head. "After what has been done to me, I think I am ready for something like that. And if it's a boy we'll call him Rupert."

Buffy smiled at him, and he smiled back, before he asked. "What if it's a girl though?"

Buffy thought about it, then said. "Joyce."

"Right", Spike nodded, and both continued walking, holding hands.

In a new penthouse home, Faith was chasing after hers and Matt's little boy, Jack Adam Murdock, or Jackie for short, a grown up Bear following Jackie too.

Faith was wearing glasses, her hair in a ponytail, and she had lazy stay-at-home clothes on. "Come on, Jackie. Come here."

She stood up straight, revealing a baby bump. They were having another boy who'd be named Stick. Matt then walked in, Jackie running to him as Matt lifted him up. "Daddy."

"Hey Jackie", Matt kissed his forehead as Bear hopped onto his leg, wagging his tail, Matt patting his head.

Matt then put Jackie down and walking to Faith, rubbed her belly as they shared a kiss.

"We've dinner with Willow and Tara tonight", Faith reminded Matt.

"They'll bring their kids and cat too, right?" Matt asked.

"Yeah they will", Faith confirmed. "My publisher will be excited to hear I finished my next book."

Matt said in a mock annoyed tone. "Still don't like you made the character based on me a redhead."

"Its not you", Faith defended herself lamely.

Matt gave her a 'look'. "Blind, best fighter in the world, dark past, need I go on?"

Faith blanked for a moment, before saying, "He's taller."

Matt groaned and Faith laughed, Jackie joining her and Bear barking, demanding attention, and they all fell on the couch, Bear jumping into their laps.

They looked like a beautiful family picture.

Parker Industries

Peter looked down at the city from his building. He'd started this after finishing college, and it had thrived in a very short amount of time, so now he was one of the respected scientists in the world, and also held the record for youngest successful scientist.

May would be proud, and so would Giles, Ben, Richard and Mary.

Dawn hugged him from behind, and engagement ring on her finger as she and Peter kissed, Dawn commenting. "It's a good view from down here."

"Yeah, you can see the people in the city going about their lives", Peter told her. "And its nice to still go out and help." His face darkened. "Even if its against former best friends."

Dawn sighed sadly. Sometime ago Peter's former best friend Ned Leeds had become a villain called Hobgoblin, stealing technology after a break-in at Stark Industries, while enhancing himself with experimental drugs. He was like the Green Goblin, only his color scheme was yellow.

He was angry Peter had kept him out of the superhero life by moving to Sunnydale and then not bringing him back in even after returning to New York. He was angry he was a nobody again, since he loved his identity as Spider-Man's guy in the chair, and it had been taken away from him forever. He was somebody then, so his anger had given rise to him turning into a bad guy.

Peter and Felicia had managed to stop him, fortunately.

"Peter, Ned made his choice, ita on him, not on you", Dawn assured him as they looked at each other, sharing a peck on the lips. "The city will always need Spider-Man."

"And Spider-Man needs you", Peter told her and Dawn held his hand. "Thank you."

"You'll always have me."

Suddenly, Peter got an alert on an app on his phone.

"4-3 Edward, do you need EMS assist?"

"Uh, negative, Central. We're gonna need a car tow."

"Go Tiger", Dawn urged and Peter nodded, unbuttoning his shirt to reveal the Spider-Man suit.

In a minute, Spider-Man leapt and soared over the city, off to do his job.

One week later

It was Peter's and Dawn's wedding at last, with Lorne having brilliantly organized it once more as it was like a superpower of his, and pretty much everyone they both knew had come, with Buffy being the Maid of Honor, and Xander being the Best Man.

Spike had walked Dawn down the aisle, and the priest was the same one from Matt's and Faith's wedding.

It was time for the vows as the old priest with his bushy moustache and bright smile said. "Once more, I have to wed 2 people in this part of the world, and once more I say I know they are perfect for each other. So all I can say again is- Excelsior! May the bride and groom speak out their vows!"

"Dawn, I love you more than words can describe really. I never thought that I would find people to care about in a different place. But you, you proved me wrong. With you, I felt more supported than I ever had before. It was a new feeling, and it was a great one. And because of that, I love you more than anything. I think, no, I know that I am the luckiest man in the universe. And I'm going to spend the rest of our days making you as happy as you've made me." Peter vowed and Dawn smiled, trying to control her tears of joy.

"Peter…my life, it has been pretty strange, which you and the rest know. I have had issues because of it, and various other reasons. Until the rest helped me, until you. I know that you weren't the only one to help me through the hardest time of my life, but you were the most important one. Our lives, they aren't easy. They've been filled with pain and loss, but with you…I know I can face it with my head held high. So long as you're by my side." Dawn said and Peter returned her smile.

"Peter Parker, do you take Dawn Summers as your lawfully wedded wife, in sickness and in health, for better and worse, until death do you part?"

"I do." Peter said with a bright smile.

"And do you Dawn Summers take Peter Parker as your lawfully wedded husband, in sickness and in health, in good times and bad, until death do you part?"

"I do." Dawn said.

"Then, by the powers vested in me, I pronounce you husband and wife. You may kiss the bride." The priest said and everyone applauded with pure happiness and joy as Peter and Dawn kissed, having their well-deserved happy ending at last.