DISCLAIMER:I DO NOT own Ultimate Spider-Man, Spiderman; Shattered Dimensions, any related characters, Marvel, Disney or Dynamite entertainment.

In short I don't own anything in this story.

This is just for fun.

Ultimate Spiderman: Knights of Noir

Chapter 1: More Heroes like me?

New York City - 2013 - Night

Jameson: "Listen up New York; it is the duty of every New Yorker to report on the actions of these masked hooligans. And as long as J Johan Jameson is CEO of Daily Bugle Communications, I won't rest until New York is free of these Vigilante menaces. Not to mention that no good wall crawling Spiderman!"

Splat! Webbing suddenly stuck to the massive screen overlooking Times Square which allows Spiderman to swing through the streets of Manhattan.

(Spiderman) Hey guys, it's is none other than your friendly neighbourhood Spiderman, Now in case you're wondering, I'm not working with my regular writers, instead I've got this new guy with me. He's a little new so let's not hold that against...

From out of nowhere Spiderman crashes face first into the huge DBC billboard, spread eagled across J Johan Jameson magnificent moustache. He slowly peels off the board and lands on the rooftop just below.

(Spiderman) Ouch, hey newbie, watch were your sending me, it's bad enough, having to listen to blowhard Jameson without... no wait, I said we weren't going to be too hard and that's what I'm going to do. Let no one say that Spiderman doesn't keep his word.

While Spiderman sits up and begins rubbing his head, his communicator goes off. As he checks it his eyes widen in horror as he sees the current time.

Spiderman: Wait is that what time it is? Awe man I'm late for shield training ... again. I promised Fury I'd be on time today.

(Spiderman) Don't look at me like that, things came up, you know what goes on in my average day. Beating down super villains before school ... school ... fighting super villains on my way home ... homework ... friends ... kicking super villain butt in the evening ... night time patrol, the list is endless. That's the price you pay for having the amazing life that I have.

Spiderman leaps off of the building and swings away just when Jameson continues his never ending slandering rant our hero.

(Spiderman) Though sometimes I wonder if it is amazing, I mean thanks to J.J. everyone thinks I'm a menace, my best friend Harry hates me because of what happened to his dad, Fury is always riding me about something and worse of all tomorrow is the day that uncle Ben...

He couldn't finish his sentence, so he decides to lands on a stone gargoyle at a nearby church.

(Spiderman) Look I need to level with you guys. Sometimes it feels like everyone's life is all well and good, but mine just keeps getting worse. Just look at my team, I mean their great and all but over the last few months I've discovered that Iron Fist is a millionaire King of a mystical city, Nova has lived in space and has a team that loves him, Power man has reunited with his parents and Tiger...

He sighs and looks up to the Tri-carrier hovering above the city.

Spiderman: Ava... she's possibly the only one on the team who understands what I've been though. We've bonded ever since that business with Kraven, since we've told each other of our pasts and since the moment she hugged me I've been thinking a lot about...

(Spiderman) Hey wait a minute, dude are you making me say this bit OUT LOUD? Not cool, I don't want anyone else to hear this, what if I was talking about something more... Dirty? What if someone was listening?

Director Fury: "Spiderman, SPIDERMAN!"

Spiderman jumps out of his skin, falling off the gargoyle, but quickly web zip's back on top. He looks to his communicator.

Spiderman: Fury? How long have you been there?

Director Fury: "Only a few seconds, were you talking to yourself again?"

Spiderman: Err...

Director Fury: "Doesn't matter; just get your butt over to the Tri-Carrier for training NOW! You're late, so there's a special training exercise with your name on it. NOW MOVE IT."

Spiderman: Sir! Yes sir!

(Spiderman) Seriously a little appreciation would be nice; I use to tell myself that I didn't do this for fame or fortune but lately...

Spiderman starts running up the side of the church towards its highest steeple.

(Spiderman) It feels like I'm alone on this one, misunderstood, unappreciated and nobody seems to understand or care.

At the very top of the building, Spiderman jumps and web shoots the Tri-Carrier, starting the long journey up.

Spiderman: I wish there were other heroes like me.

S.H.I.E.L.D. Tri-Carrier – Training Room

All across the training room there are broken training droids, scorched marks on the walls and bits of webbing all over the place. We find our favourite wall crawler amongst the debris with a pan and brush.

(Spiderman) Oh hey guys, in case you're wondering, this is the result of a successful training exercise from me and my team mates. However since I was late for the eighth time this week, I've been landed with mop up duty. That's right your favourite web swinger has become a web sweeper and if you think that's bad, Fury said if I'm late again I'll only get a tooth brush. However... it's not all bad.

White Tiger emerges out from behind a pile of droids, sweeping the ground with a broom.

White Tiger: And once again web head I find myself pushing a broom because of you.

Spiderman: Hey it's not my fault; I don't know why you volunteered to help me?

White Tiger: Gives us a chance to talk.

Oh man, when Tiger wants to talk... it's never good.

Spiderman: What about?

White Tiger: You know what's it about Spidey, I'm really worried about you.

(Spiderman) She's worried... about me?

White Tiger: You're letting your personal life interfere too much with Spiderman's life. You've been late for weeks, slacking off in training, your head hasn't been in the fight and it's been affecting the team on missions.

Spiderman: You know Tiger everyone has tough days. I'd thought you of all people would understand that.

White Tiger: I do understand, that's why I'm telling you this.

Spiderman: Worried that I'm going to screw up!

White Tiger: I'm worried that you're going to get yourself killed!

The two of them stood there staring at each other in silence for a few minutes... until.

White Tiger: Look ... Peter, there's something else you should know, Fury hasn't been impressed with you lately, and that's an understatement. And I overheard him talking to Coulson, he's thinking of making Nova the new team leader, even considered kicking you off the team.

Spiderman: WHAT! So that's what I get after everything I have done for Fury and S.H.I.E.L.D?

White Tiger: That's why I'm telling you this; I don't want you to leave. I just know that you can reach your full potential by staying here, become the Ultimate Spiderman. You're a great true leader and besides you are so much more than my team mate, your my friend and...

White Tiger freezes suddenly in mid-sentence and then turns away from Spiderman to continue sweeping up broken parts. Spiderman walks slowly towards White Tiger and places a hand on her shoulder.

Spiderman: Ava, I appreciate what you're doing for me, but maybe it's time I do leave. I do still want to become Ultimate, but I don't know if I can if my life just stays the same around here.

White Tiger turns to face him, a look of anger expressed in her face.

White Tiger: So that's it then? You're just going to turn your back on what you've done here? Including everyone who believes in you?

Spiderman: And who would that be exactly?

White Tiger: Fury, Coulson, Danny, Luke and Sam may have lost faith in you lately but I always believed in you.

She drops the broom and turns to walk out of the training room. Just when she reaches the door, she stops to look over at Spiderman over her shoulder.

White Tiger: And I still do.

Spiderman sits down on a broken droid.

Spiderman: Can this day get any worse?

An alarm sounds and the room is filled with flashing red lights. Fury's voice is heard over the intercom

Director Fury: "Code red, repeat code red, everyone report to their stations, Spiderman and the rest of the team report to the bridge immediately, double time people."

(Spiderman) Dude, Seriously! Is this new writer intentionally making my life hell?

New Jersey - Warehouse - An Hour Later

Spiderman is lying on his back among rubble, with a loud ringing sound in his ears, his vision is blurry and he can smell an unpleasant copper taste in his mouth. Slowly he begins to sit up, every inch of his body aching with pain. He clutches his side; two of his ribs are broken.

Spiderman: What happened?

He winces in pain as he struggles to remember previous events: Training aboard the Tri-carrier, talking with Ava, being summoned to the bridge, but what for?

Spiderman: Owe... my head.

(Spiderman) Ok, what happened? Fury gave us our mission, someone was sighted, someone... dangerous, they had something in their possession, some kind of artefact and we were ordered to retrieve it.

The ringing in his head was starting to dampen, he could start to here noise's but couldn't make it out.

(Spiderman) We arrived at our destination, some warehouse in New Jersey, That's right I said Jersey. Before we started to investigate, Captain Bucket head was trying to take charge by second guessing my order's by going in all guns blazing instead of recon like I said, both Powerman and Iron Fist soon followed him eagerly and after what sounded like a giant explosion, so did White Tiger and me.

The noise was getting louder and Spiderman's vision was starting to come back into focus. He could see a giant silhouette and a fast moving blur. The giant... thing, whoever it was, is holding something that was glowing.

(Spiderman) That's it! That's what we've been sent to recover. It had blasted Powerman off his feet with a single blast, and had knocked Nova out of the air with ease then when Iron Fist tried to counter attack; the creature used it to block every attack like they were nothing. Then when White Tiger and I tried to double them the creature, it encased itself in a dome of light, which exploded and knocked us back.

Something then landed next to Spiderman, but he was still too dazed to make out what it was. It was the size of baseball and he thought he could hear a noise from it but it could just be the ringing again. But then he heard it, so clearly and distinctly than before... laughter, a cold maniacal laugh that sent chills down his spine. It sounded familiar, too familiar for his likening. Spiderman looked back to the fight, for that's what it was, that noise, the sound of battle and with his sight returning he could make out that the fast blur was white and the giant creature was...

Spiderman: GREEN!

He could hear the other sound clearly now, it was a beeping noise, and that ringing sound he could hear was his trusted spidey sense. He looked down to find what looked like a...

Spiderman: PUMKIN BOMB!

With lightning fast agility, he web zipped out of the way, narrowly avoiding the explosion that burnt off some of his costume, exposing his bare back. He reached safety by landing on the beams above; from there he could get a clear view. Nova is lying face down, out cold, Powerman halfway inside a brick wall and Iron first, half buried under rubble. And in the centre of the chaos, stood none other than the Green Goblin, holding the artefact in one hand and in the other...

Spiderman: TIGER!

Goblin: Ah Spiderman, I hope my pumpkin bomb didn't disturb you?

Spiderman: Let her go Osborn!

Goblin: With pleasure.

Goblin raised his arm that was holding White Tiger buy her hair and flung her across the room. Spiderman leaped from the beams and in a single web swing he caught White Tiger in mid flight and landed safely on the ground.

White Tiger: Spidey...

Spiderman: Don't talk, save your strength.

Goblin: Awe, well isn't that sweet, the spider and the tiger. I would love to stay and watch your tender moment, but I'm afraid I'm on a tight schedule.

Spiderman: You're not going anywhere Goblin!

Goblin: I beg to differ, for now I have this...

Holds up the artefact that Spidermans team was sent to collect, a glowing wand

Goblin: Yes Spiderman, with this in hand I will undertake a journey that will shake the very foundations of this world.

Spiderman: You already shake the foundations of this world every time I knock you on your butt.

Goblin: Amusing as always Spiderman, I shall miss your banter most of all.

Goblin raise's the wand above his head. It glows brighter and begins to illuminate the entire warehouse.

Goblin: But I' afraid time waits for no man.

Spiderman dashes towards him as fast as he could, every bone and muscle in his body screaming in pain, he then leaps forward, grabbing the wand, trying to wrestle it out of the Goblins hand, but instead the wand breaks an half and falls to the ground.


Spiderman: GOBLIN!

White Tiger: PETER!

And in a blinding flash of light, the two of them disappeared, leaving behind only a destroyed warehouse, an unconscious Nova, a badly injured Powerman and Iron Fist, and White Tiger, collapsing and sobbing at where he last stood.

Early Morning

The warehouse is buzzing with activity; after the battle, S.H.I.E.L.D. agents had arrived to secure the area, lead by agent Coulson and a squad of medics. In no time the young heroes had been attended to and are back on their feet.

as the team was giving their report to Coulson on the events that transpired, they walked back over to the strange anomaly that was lingering just above the spot where Spiderman and Green Goblin were last scene, was what looked like a crack of some kind. Slowly Coulson and the team moved towards it as its being studied by some of S.H.I.E.L.D's scientists.

Nova: What is it?

Agent Coulson: It seems to be generating chronal displacement inertia.

Nova: What does that mean?

Iron Fist: That is must be a rip in the space/time continuum.

Nova: Huh?

White Tiger: It's a singularity, a point in the universe where the normal laws of space and time don't apply.

Nova: So... What is it?

Powerman: It's a miniature worm hole.

Nova: Oh... why didn't you just say?

Powerman slaps Nova in the back of his head.

Agent Coulson: We have to report this to Fury, everyone back to the Tri-carrier, let the lab boys handle this.

As Coulson turns to leave, he is stopped in his tracks by White Tiger cutting in front of him.

White Tiger: What about Spiderman?

Agent Coulson:I'm sorry Tiger, but there's nothing we can do, he's gone.

White Tiger: HE'S NOT GONE!

Nova steps forward.

Nova: Tiger...

SMACK! In one swift movement, White Tiger raised her hand with her claws extended and slapped Nova so hard that his helmet spun round and is now facing backwards.


Powerman: Hey, We didn't make Peter do what he did!

White Tiger: (fighting back tears) YES YOU DID! You all did, after the way everyone has treated him... after what I said to him... He did what any true hero would do, unlike the rest of us, he sacrificed himself to save us, to save me.

White Tiger turned away, tears streaming down her face.

White Tiger: I never even got the chance to tell him...

Iron Fist walked up to White Tiger and placed his hand on her shoulder, and she thought that his hand felt so rough.

Iron Fist: He's in a better place now.

A/N: Please comment and review.