Answers to reviewers' questions or statements:

Spawn Hades: Sort of, she more or less offered him an extremely high position both politically and military wise to keep him around. Offering herself was just icing on the cake. No Ben Reilly doesn't exist here, thought about it but decided not to do it. He's too pure to be in such a dark and violent world lol.

THEtoken1: I never try to lighten the realities of war. People die, it ain't clean or pretty and to beat the other side, more often than not, you have to cross a few moral lines.

Hardlight: You can say he's pretty good at keeping people loyal to the order and he let Peter and Kaine keep their hate for Maximus as it'll in a way inspire them to stick around for the chance to off the guy, plus he's made it so that Peter and Kaine, if they did leave, they'd really have nowhere to go. For the moment, Peter has no intentions of finding a student and even if he wanted to pass on the teachings of the Order, he wouldn't be able to, not really at least. We'll see why later on.

Cyclopz: I wouldn't say exclusive, but more of she's willing to let others see that she favors Peter over pretty much everyone else. Yeah it was Shamath's innocence that attracted her to him in the comics, here it's Peter sort of nobility and inhuman nature and a little bit of charm that has gained her attention. Plus it's Spider-man, guy tends to attract all sorts of beautiful women somehow.

Esquire-man: I don't think I really have any stories where it has Peter telling others how to live their lives, if anything he'd be telling them to not try to live his life. His armor here looks a bit like his 'Ends of the Earth' armor but darker and not as high tech looking, sort of an older look to it.

Dr Sugarcakes: The drink that Peter took is more of something to numb him and allow him to use his powers to their fullest ability without being impeded by strain for a time. Think like a mixture of an adrenaline shot and pain killers almost. Tantric and Chaos boosts here work a little differently given that how Peter got his powers is different than most incarnations. Well he's already starting to use his other abilities outside raw strength and speed like using his command over spiders and his intelligence to maneuver the siege of Carcosa into a favorable outcome.

Yorhart Meltz: What's next is a massacre where the real horror begins to go down.

henchman213: John Carter is like this civil war soldier that was sent to Mars when it still had a civilization on it and stuff. The movie that came out a few years ago doesn't do the actual story justice, not by a longshot. It's what inspired the creation of Superman and a host of other superheroes and sci-fi stories we see today. In terms of scale this will be the largest fight, I have another towards the end of the story but this one is more massive in terms of amount of people fighting and what not.

Krolikson: Perks of Peter's powers, superhuman stamina. Plus, Arkhalla is a queen with a lot of slaves and what not at her command, so she won't have any shortages of blood. Plus she may still have other lovers but in terms of gender, Peter may have possibly ruined her for any other male.

Disclaimer: I don't own any AHR or Marvel characters seen, mentioned or used.


The siege against Carcosa was going exactly like Peter had hoped as dusk came several days into he and his men's assault on the city and with the arrival of Arkhalla and the rest of her army. According to what few spiders that remained in the city to report to Peter's widows, discord and chaos had spread throughout the settlement and hundreds have died more from the Carcosain army turning its weapons on the populace then the siege engines that Peter and his men used.

The army itself was splinted, many were thinking of abandoning the city and others wanting to surrender to Arkhalla herself in hopes she'd show them mercy.

Poor fools had no idea how bad that would be. Mercy wasn't really one of Arkhalla's most notable qualities, it was more the lack there of.

"We spare no one when we breach the walls" Arkhalla said to her assembled council as they stood in her tent with a map of the city before them with fairly accurate positions of the Carcosian forces detailed by a number of small little flags.

"I take it that we will not be looking for slaves then my queen?" Bel said as he stared out the tent's opened sides towards the city that was half illuminated by fire and the rest by the moon hanging low in the sky as it continued to rise.

"Correct" Arkhalla nodded as she leaned back in her chair with a thoughtful expression "Most of our Undying are growing hungry and I won't bother giving the order for them to restrain themselves. Tell them they have free reign to feed on whoever still lives within those walls and by the end of the battle if there happens to be a few stragglers, well I guess they will have to do"

Bel nodded before he looked to one of the Vampiric captains and gestured him to leave so that he can spread the Queen's orders to the men.

"What of the Conscripts?" Peter asked as he folded his arms.

"They can have some of the riches and food still intact within" Arkhalla said with a shrug, not particularly caring what the humans will do.

"The Carcosain military head has issued that all food be tightly rationed and stored in a number of areas in the city" Kuthan said as he pointed to several points on the map "And most of them have escaped being touched by the fires"

"So, let them have it. That should shut them up for a while" Bel said with a snort.

"We're going to have make sure they don't pillage all of the food" Arkhalla said with a frown "We still have over a week-long journey back to Ur and I'd rather not have crossed several hundred miles to conquer a city just to lose half my army on the way back because they were foolish to not set aside some for later"

"Me and my men will keep an eye on them" Narama said as she fiddled with one of her arrowheads while she leaned against one of the tent's poles and gazed out at the assembled army with a bored expression.

"Very good" Arkhalla nodded towards the woman before she glanced at the rest of her council "Your excused for the time being…"

"My queen" Bel bowed along with Sin and the others as they began to file out. Peter made to follow when suddenly Lockjaw rushed through some of the legs of the Captains and towards Peter with an excited expression and began to bark repeatedly.

Peter groaned at the small dog's display as it looked up at Peter in excitement as it ran around his legs, much to Arkhalla's amusement as she stood up from her seat and approached the small dog and crouched down to its level.

"So, this is little Lockjaw…" Arkhalla said as she extended a hand out for the mutt to sniff and smiled as it stopped and cautiously approached the queen's hand and began to sniff it.

"Why did you name it Lockjaw?" Narama questioned with a raised brow as she looked over her shoulder at the small thing.

"Because he likes to lock his jaw when he looks at you" Peter said dryly as he watched Lockjaw yap in joy before licking Arkhalla's fingers and palm while he wagged his tail back in forth in joy while Arkhalla scratched his ears, chin and head.

It was then that Peter saw Lockjaw's eyes as the little mutt glanced at him while Arkhalla continued to scratch the dogs chin that Peter felt annoyance flash through him.

The little furry bastard had the gull to look smug as the immortal beauty lavished him with attention. Because of that, Peter would likely be forced to keep the mutt around and even if he does decide to get rid of him, Arkhalla would likely take him in with how much she seems to adore him, meaning Peter was stuck with the yapping animal either way.

'Oh you little shit…' Peter scowled at the dog as it gave him that look of mock innocence as Arkhalla picked him up and cooed at as she scratched his stomach, causing him to lean up and lick the immortal monarch on the face and give out a happy bark.

"Mmm, I like this one…" Arkhalla giggled as Lockjaw reached up and licked the side of her face again.

"Glad you do…" Peter said with a small sigh as he watched Arkhalla play with the small dog while Peter glanced out towards the city of Carcosa "Walls should be about to give in a few places soon and some of your siege towers are ready for use"

"Good" Arkhalla said as she set Lockjaw down and came to stand beside Peter as they and Narama watched the city burn as another volley of siege engines opened fire on the city "I want you to lead the first wave into the city"

"Not Bel?" Narama said with slight surprise. Bel was usually leading the first assault on a city, and if not him then Arkhalla herself.

"It was Peter's planning and alterations to my army that got us this far my dear. Therefore, Peter should have the glory of being the one to first storm the city" Arkhalla said as she idly scratched Lockjaw's head as she gazed out at the distant forms of her siege towers being moved into place.

"Why, would you prefer to lead the charge?" Peter asked as he glanced towards Narama with a curious expression.

"No, I prefer to let you and your men take the arrows that the men of this city are still armed with. That way they'll have little to defend themselves from me and my troops" Narama countered.

"I can't wait to be your arrow shield…" Peter said dryly as he looked to see Arkhalla's gaze was focused on the distant palace of Carcosa with a surprising amount of intensity "My Queen?"

"Shamath is likely being held there" the vampiric monarch said with a small nod "Assuming he's still alive of course"

"What is it about that human you find so appealing?" Narama questioned with a frown.

"You have any idea how hard it is to find a slave that's both obedient and useful?" Arkhalla said with a raised brow.

"She's got you there" Peter commented as he stared at the city with narrowed eyes before he made a humming sound and turned to leave "If you need me, I'll be preparing my men for the inevitable breach of the walls"

"Very good…" Arkhalla said as she returned to playing with Lockjaw while Narama slowly slipped away to her own quarters in preparation for the coming battle.

Far to the north in a land covered in snow a single solitary figure clad in a white hooded cloak on top of a large horse slowly made its way down an ice covered road. Bits of grey leather armor could be seen under the cloak of the rider as the occasional breeze would rustle the fabric before it would die down.

The rider's name was Hector and he's been traveling through this frozen tundra for almost a week. He's heard rumors that another survivor of Manda-Han was here, and Hector was hoping to meet with him soon in light of the pale colored rider's discovery in Attilan…

'Though I wonder if he's heard of the rumor of Maximus's demise… and passed it off as just that, a rumor' Hector thought as he gazed up at the dark grey clouds with a frown. He wouldn't blame him, Hector himself didn't believe the rumor until he saw what was left of Maximus the Goliath's body himself.

Hector supposed that even someone as seemingly unkillable as Maximus would run out of luck eventually.

'Though I had my money on the young brothers Kaine and Peter. Even though Maximus never showed it, he was afraid that they will one day accomplish in killing him somehow' Hector thought with a grim chuckle before he suddenly caught a feint sent on the wind, blood.

Hector's eyes narrowed under his helmet as he had one hand drift towards his sword that was hanging on his waist while he used his other senses to keep on alert. The air smelled of death and his instincts told him that he was likely nearing his goal too little too late. He didn't know which was more unsettling as he brought his horse to a stop and glanced around himself for any signs of what was setting him on edge. It was as his gaze was passing over several trees that he saw the faintest marks of something smacking into the bark and what looked like dried frozen blood on the ground in a few places.

Hector slowly climbed off his horse and approached the tree and examined the damage and frozen blood stains with a closer look before he saw that a small trail led a little deeper into the woods. Hector sighed as he drew his sword and slowly followed the trail, being mindful to watch for any signs of a trap.

Minutes passed as Hector moved deeper and deeper into the woods, the signs of a battle growing more and more prevalent. Trees scarred or even knocked over, faint traces of blood still seen on the frozen ground that had yet to be completely buried under snow and ice, vague imprecisions of footprints…

'A body…' Hector thought as he came to a stop at a small mound of snow with a single arm emerging from it, a sword sticking out of it like a marker. He brushed some of the snow and ice away around the arm and moved upwards till he found what he believed to be the head and brushed a bit more of the snow away before he came face to face with the deceased form of Miguel, a once great and powerful captain in their order…

Hector frowned as he looked at the partially frozen face of his friend before he shook his head in sadness and removed a glove to show a pale white hand. Hector placed the exposed hand on Miguel's frozen forehead and closed his eyes as he muttered something in an unknown language before he was greeted to what was the last few minutes of Miguel's life…

Miguel had to hold back a sigh of frustration as he brought his horse to another stop on an old half overgrown road that hugged a large bay that was filled with massive glaciers floating in it's icy waters.

For the past few days the former captain has been trying to navigate himself along the coast towards the city of Asgard where he can resupply but half the roads he's traveled were either filled with snow and ice or were obstructed. At first Miguel thought it was just the nature of the terrain, high winds, lots of ice and the land's less then graceful natives but now he was getting a sinking suspicion that something, someone was intentionally funneling somewhere.

And based on his horse's sudden nervous behavior, he was likely right.

Miguel's hand drifted towards the handle of one of his swords as he slowly scanned his snowy surroundings. The wind rustling the snow heavy branches and ice made it difficult for him to hear or smell anything and his vision was impaired by the snow fall.

'I'm starting to regret coming here' Miguel thought as he made to turn his horse when suddenly he felt a tingling at the base of his skull just as his maire reared up in fear, causing him to nearly fall off in surprise "Whoa, hey!"

Suddenly a dagger flew from the trees at speeds that Miguel couldn't even begin to try and follow and imbedded itself into the maire's throat with a sickening thud. The horse let out a chocked scream as it began to topple over while Miguel leaped off and landed in a crouch, both his swords out and at the ready. The spider slowly scanned the tree line for signs of the one that attacked him before a single blur rushed out from the tree line and slammed into Miguel's form before he could try to defend himself, forcing him to drop his swords on to the ground.

The man let out a pained groan as he was sent through a small tree, the bark snapping and splintering under the force of which he collided with it. Miguel didn't even get a chance to hit the ground before he was suddenly seized by the throat and raised into the air. Miguel let out a choked cough as he tried to free himself only for the one holding him to chuckle in grim amusement.

"Yes, yes, that's right little warrior… fight to the bitter end. It's all your kind seems to do anyhow" the silky-smooth voice whispered before it broke into a dark laugh as it's owner suddenly slammed Miguel into the ground, knocking the wind from him.

"Ow…" Miguel coughed out as he rolled on the ground for a moment before something grabbed his ankle to the point it nearly crushed it before lifting him into the air and flinging him into a nearby tree trunk.

The force of the impact caused the tree to shudder and for large amounts of snow to fall from it's branches as Miguel slid to the ground with a pained groan. Miguel shook himself as he glanced up to see the figure that's been attacking him standing there with a small grin on his pale face. Miguel's eyes narrowed as he took in his adversary's appearance.

He was tall, taller than Miguel by a few inches and possessed a thin but obviously muscular build on his dark gray leather armor and black cloak. His pitch-black hair reached down to his shoulders and slowly flowed like inky water in the cold wind. The man's pale blue eyes narrowed hungrily at Miguel's form as he took several steps in the snow, his footfalls not making a sound.

"Don't tell me that's it, thrown through a few trees and your already on the verge of defeat" the figure said in a mocking tone "come now, where's the fabled ferocity of a warrior of the Order or Aranece?"

Miguel growled at the man before he saw one of the handles of his sword lying in the snow and shot a web line out to it. To his dismay and shock, the figure moved in a blur and intercepted the web line, catching just as it was mere inches from his sword's handle. The figure smirked at Miguel's covered but stupefied expression as he examined the web before dropping it to the ground.

"Now, now, now, let's be a bit more civilized than that" the figure said in an amused tone before he ducked as Miguel shot several web lines towards his face, intent on cutting off his eyesight and perhaps even his ability to breath.

Miguel moved towards the figure in a blur, his fist at the ready before he sent it into the stomach of the man with enough force that a regular human's torso would have been torn apart. The figure Miguel hit merely grunted in pain as he stumbled back a few feet. Miguel's eyes widened slightly before they narrowed as he sent a flurry of punches towards the man's faces and torso, each hit creating something almost akin to a shockwave as the unknown assailant was slowly pushed back. But what infuriated Miguel the most aside from the fact that his punches were making little to no damage on the man's slightly bruised face, was that insufferable smirk.

Finally, the man seemed to have enough as he suddenly lashed out and grabbed Miguel's incoming fist and held it securely in his grip. Miguel hissed in pain as the man began to apply a crushing grip, nearly shattering the bones in Miguel's wrist before he suddenly did something the man did not expect.

Miguel unsheathed five pale bone like claws from his fingertips and slashed the man across the face with a snarl.

"GAAAAH!" the man shouted as Miguel's claws dug into his flesh, leaving five bleeding red scars on his face before Miguel grabbed him by the nape of his neck and brought him into a painful headbutt, the force of the impact dazed Miguel briefly and seemingly broke the nose of his enemy before Miguel delivered a powerful kick to his chest.

Miguel watched as his assailant was sent flying through the air and landed in a large mound of snow and ice. Miguel shot a web line towards the handle of his sword again; this time succeeding and pulled the blade towards him. He then leaped into the air and aimed for the still dazed man, Miguel's sword held in a reverse grip, his intent to drive the blade as deep as possible into his enemy's body. Just as the tip of Migeul's blade was about to pierce the man's torso, he suddenly reached out and stopped the blade just as the tip began to poke into his skin, causing Miguel's eyes to broaden in shock as the pale skinned man looked up at Miguel in dark amusement as the scars on his face began to rapidly heal faster than anything the spider had ever seen before.

"W-What are you?" Miguel hissed as he tried to push down on the blade with all his strength.

The man merely grinned darkly at Miguel as he spoke "Morlun…"

He then snapped the end of Miguel's blade into numerous shards before he seized the man's arm and pulled him towards his face. Miguel yelped in surprise as Morlun's jaws opened to reveal a maw filled with needle sharp teeth that quickly bit into Miguel's armor around his neck and into the still warm flesh underneath.

"AHHHHH!" Miguel screamed in pain as he tore away from a laughing Morlun, blood seeping from his neck before he stumbled to the ground as his vision began to blur.

Morlun made a show of licking his blood smeared mouth as he stood back up and brushed some snow off his shoulders and chest. He then leaned down and picked up Miguel's broken sword and examined it for a moment before he shrugged and began to slowly approach Miguel as he tried to desperately crawl away from the approaching fiend, blood gushing from his neck and on to the ground, coloring the snow and ice in a sickly red color.

Morlun had just reached Miguel and was about to run him through with his own sword before the spider powered man suddenly threw a small handful of snow and ice into Morlun's surprised face before he delivered a bone breaking kick into the man's knee cap.

"GAHHH!" Morlun hissed in pain as he fell to his other knee while Miguel pushed himself up and tired to get as far away from Morlun as he could, his hand pressing down on his still bleeding wound in a vain effort to stem the blood flow.

Miguel had no idea how far he made it before Morlun, his leg healed and an enraged expression on his face, appeared in front of the wounded man before smacking him away with the back of his hand.

"Now, now, who said we were done here little spider?" Morlun growled as Miguel's body was sent flying through several tree branches before he hit a particularly large one that seemed to have snapped his spine if the loud crack emanating from his back was any indication.

"AHHHH!" Miguel screamed in agony as he fell into a small mound of snow, blood gushing through several points on his body along with his neck.

Morlun didn't pay Miguel's agonized screams any mind as he casually strolled over towards the whimpering man, his broken sword still held in his grip. He eventually came to a stop before the bleeding man, his eyes narrowed in amusement as he watched as Miguel struggled to not only stay consciousness but also breathing as his lungs began to fill up with blood. After several moments of silent vigilance, Morlun raised Miguel's broken weapon into the air before stabbing down into the dying spider's chest, tearing through armor, then skin, then bone and finally flesh before the jagged end of Miguel's blade erupted from the other side and into the ground.

The former Captain in the Order of Aranece let out a gargled groan as his body went rigid before it slack as blood poured from the chest and back and spilled out on to the snow and ice like a river. Morlun grinned as he stared down at the bleeding warrior of Aranece before his attention was dragged to his left as a new figure emerged from the forest, silent as a specter in the night. Morlun gave the new arrival a small greeting before he returned his attention to Miguel's broken, bleeding body.

"I thought I smelled you Karn. I was beginning to think that you beat me to this one" Morlun said as he placed a hand on the handle of the blade and pushed it deeper into Miguel's chest, causing him to let out a gargled groan of pain as blood filled his mouth and poured from his chest.

The now identified Karn glared at Morlun "I've been tracking this one for over a week. He was mine to kill brother!"

Morlun rolled his eyes at his sibling's remark "Apologies, but I couldn't help myself"

Karn growled at Morlun before he quieted down after a few moments "I take it that the warrior you've been tracking through Latveria has been killed as well?"

"Yes" Morlun said with a nod as he suddenly tore the sword from Miguel's body and examined the dripping blood on the blade before he brought it up to his mouth and licked the crimson liquid clean off the metal "Mmmm, that is good"

Karn made a slight sound of disgust as Morlun licked every inch of blood off the sword before he plunged the sword back into Miguel's body with a sigh before he turned on his heel and begun to distance himself from the now dead spider.

"Come little Karn, I'm told there's been sightings of another warrior of Aranece that's joined up with the supposed 'Undying Queen' of Ur. Perhaps I'll let you have this one as a sort of apology for stealing this one from you, yes?" Morlun said with a chuckle as the two began to leave Miguel's body in the snow and ice.

Hector was suddenly back in the real world, his neck and shoulders covered in a medium layer of snow as he laid kneeling before Miguel's long frozen corpse. The man let out a tired sigh as he slipped his glove back on before standing and casting a sad look towards his former Captain.

"I'm sorry that I was too late to warn your Miguel…" Hector said as he turned back towards his horse "I wish I could give you the proper burial rights but time is sadly not on my side. Your killers, and others like him seem to be hunting what is left of us down one by one. With you dead, that now makes seven which means there's only ten of us left. I need to warn the others before it's too late"

He let out a heavy sigh as he began to make his way back towards his whining horse and grabbed it's reigns and began to pull it away from the clearing that his dead friend laid and back towards the road that would take him south "If it's any consolation Miguel, I shall make sure this Morlun and the rest of his family burn for this injustice"

His declaration was met with cold silence as he guided his horse through the trees as Miguel's body was slowly buried in snow and ice.

Peter remained silent as he stood before his troops, all armed and armored for the breech of the city's walls. Several hours ago, one of the siege engines made a literal breakthrough in Carcosa's defenses and knocked down a large chunk of it's wall with a few well-placed hits. It didn't collapse completely, but it did provide a chink in the armor as the saying goes for the siege engines to focus their fire. And based on the current state of the section of wall that they've been hitting for the past few hours, it was going to give any minute now.

'And the Carosaians know it, if them pulling back what few archers they have there and the amassing of troops on the other side is anything to go on' Peter thought as he saw Nobu had come to stand beside him, geared up and ready for the final stages of the siege.

"The men are ready, now all we have to do, is wait" the man said in a plain tone.

Peter hummed at that before he glanced up at the sky, the stars were blocked by numerous foreboding black clouds and large amounts of smoke from the still raging fires in the city "How long till daybreak?"

"Six hours" Nobu responded as he drew his sword and examined it's edges.

Peter nodded at that has he folded his arms "I give this city four hours after we breach it before it's the Undying Queen's"

Nobu hummed at that "I give it three at best"

"No confidence in this city's defenders?" Peter asked with grim amusement "You'd be surprised how hard and how long men cornered like these ones are will fight when faced with such overwhelming odds"

"Perhaps… if we breeched their walls and attacked a yesterday, but by now… they are broken, divided" Nobu said with an indifferent shrug "They will all die, without honor and terrified"

Peter chuckled at that as he heard the tell-tell sounds of stone beginning to crumble and come loose as another barrage of rocks collided against the battered and burned walls of Carcosa "Nobu, remind me to have you give our men an inspiring speech should we ever find ourselves in a seemingly hopeless situation"

What ever he was about to say was interrupted by the sounds of several men gasping and calling attention to the sight of another barrage of flaming artillery projectiles colliding with the heavily damaged section of wall. Peter watched as large chunks of stone began to break free and fall to the ground, shattering on impact into several small but still large chunks of rock as the weaning wall was hit again and again by the Urian siege engines. After several tense moments, another barrage hit the weak point and the last of the wall came tumbling down, part of it fell outwards towards the army, while the rest collapsed inwards. A large cloud of dust, smoke and fire was kicked into the air, causing a number of Peter's men to let out shouts of joy and eagerness at what had finally been accomplished.

The walls, albeit a small portion, had been breached.

"Well boys, best not keep them waiting!" Peter shouted as he held up his arm, his blade extending forth with a distinct metal 'SNIKT' and pointed towards the now fairly decent sized gap in the heavily damaged wall as numerous horns were blown farther back, signals for the scattered siege towers to begin advancing on the walls.

The various Vampiric soldiers and human conscripts let out numerous loud shouts and roars as they charged towards the now breached wall and into Carcosa, screaming, roaring and banging their weapons together in a dark blood curling sympathy as they funneled through the hole that the Carcosians tried to defend but were quickly overrun.

And soon, the terrified and agonizing screaming began to fill the air, one street at a time...


And done.

Next chapter, Carcosa burns...