DISCLAIMER: I don't own anything from DC or Marvel, or Justice League or Ultimate Spider-Man either.

Author's Notes: This takes place after season 2 of JL and this Spider-Man is from the Ultimate universe only a few years in the future so he's 18 and not 15. Keep in mind I haven't seen season 3 (JLU episodes) so any info on that would be helpful.



He didn't know what to do now. They were all gone. Everyone he ever cared about was now gone. "It's all my fault." He silently said. He was Peter Parker but he was also Spider-Man. He was standing on the ledge of a building over fifty stories high looking down. The rain poured down from the dark night sky but he didn't care.

His suit was in tatters from his final battle with his greatest enemy. But at a great cost. Everyone was dead now and he blamed himself, the same thoughts keep going through his mind. That if he never put on the suit they would all still be alive. Now he had nothing left.

His body was battered and bruised and hurting, but it was nothing to the pain of his heart. Ever since the day he had lost his uncle he had tried to do the right thing because the wrong thing had cost his uncle his life. But for the past three years all he'd done WAS the right thing.

And yet still everyone close to him suffered. Now they were all gone. His life was empty and hollow now. There was nothing left for him. The police wanted him arrested for his actions and Jameson wanted to ruin him and blamed him for everything that seemed to go wrong.

He was labeled a villain but yet he wasn't. Why did everyone hate him for trying to use his powers for the right reasons? Why was he always persecuted? Why was everything in his life so hard and he'd had to suffer things no normal person his age ever had to deal with?

He had no answers. He didn't even know what to do next. His home was gone and was his family, friends…and his love. Tonight he had lost the last things in his life that mattered to him and now he had nothing left.

"What point is there for me to go on?" He asked himself. "Do I have anything worth fighting for? Do I have anything worth…living for?" He searched deep within himself for an answer. But he was tired. He was tired of having to fight all the time and no one appreciated it, he suffered and had sacrificed so much in his life and for what? Just to have everything taken away from him. He was just so tired of it all.

He just wanted it all to end, all the pain, all the suffering having to see the people around him suffer and die. So in his greatest moment of weakness he chose to end it, to stop it all. He took one step forward and started to fall into the darkness. He didn't feel anything at that moment he didn't want to, he just waited for the end, and then he saw the light.

The Watchtower, home of the Justice League was orbiting around the Earth. Currently the members were around the meeting table for a meeting that Batman had called them for. He sat there in his usual chair all dark and moody. "I've noticed that lately our team has been stretched a little thin lately." He said to them in his usual dark voice. "Most of use not only have our cities to protect but the League missions tend to have us spread ourselves too thin at times."

"We've either have had to ask for outside help like with Static not long ago and that got me thinking. We could use more members that we can call upon for help when other members are too busy with dealing with something else."

"Batman makes a point." J'onn the last of the Martian people said in his usual calm voice. "Often times we've only had two or three members have to deal with problems that could easily been handled by the entire League."

"Not to mention the problems we would run into if one or more of us fall." Batman said to them refereeing to when they believed Superman had been killed by Toyman.

"You really know how to bring out the sunny topics Bats." Flash said.

"But I'm right." He said not phased by Flash's comment. "We need to plan for the future."

"Is Supergirl ready?" Diana asked Superman.

"Well…she's old enough now, but she's never had to work on a team before." He told her but he was unsure. Sure he thought Kara would be a good replacement member one day but she was still slightly rough around the edges.

"Well if you guys can't get Metamorpho to join up I could get something to call the Guardians and have them send back Kyle if you need a replacement for me." Green Lantern told them. Hawkgirl looked at him in surprise and placed a hand on his.

"John no one could replace you." She told him sternly. Their relationship had been a little rocky after her people had came but they slowly gotten their relationship back on track.

"Let's face it guys." Flash said leaning back on his chair. "It's hard to replace any of us it's not like a good choice for membership fill fall out of the sky or something." Suddenly a light was there above the table and as soon as it disappeared someone fell out of it and landed on their table. Flash looked up to the ceiling. "It's not like a million dollars and beautiful swimsuit models will fall out of the sky…oh well I had to try it."

Peter however groaned. Being dead seemed to hurt just like being alive, so he guessed he wasn't dead after all. 'Terrific…another thing I failed at.' He thought. The others were shocked by this person's sudden arrival. He was dressed in some kind of red and blue costume with black web design on it and there was a spider design on the back, it was also ripped in a few areas from some kind of battle.

Peter slowly pushed himself up to his knees. Batman wasted no time and grabbed the intruder from behind before Peter's head was clear enough to think clearly and for him to notice his spider-sense going off. "Who are you? How did you get in here?" Batman demanded.

'Okay so far my life just went straight to hell, I have no idea where I am and I got some jerk trying to give me a full nelson.' Peter thought angrily. "You know what?" He snapped at Batman. "I'm having the worse day in my life at the moment, I have no idea where I even am and you really want to know who am I? I'M SPIDER-MAN!" With his strength he forced himself out of Batman's grip and gave a kick sending the Dark Knight off the table.

Batman recovered quickly though. He had made a mistake of thinking that someone with that kind of build wasn't stronger then him but he knew better now.

"So I don't know who the rest of you are but as for me…I'm out of here!" He said angrily and fired a web line to the ceiling and swung himself to another lever of the tower and went through a door.

"Stop him!" Batman said. "We have no idea what he could get into up here."

"But be careful." Superman warned. "He looked hurt and if he doesn't know where he is he didn't come here on purpose so he might not be a threat." The other members of the league started to search through the installation.

After a few minutes Flash was getting confused, he had already ran all over the place and searched every room and still no sign of him. He touched the communicator in his mask. "Guys I've checked everywhere and if I can't find him he can't still be here."

"Flash there was no unauthorized launches so he's still here." Batman said over the other line.

"Well what if he got out the same way he got in?" He asked. He waited for Batman's return but the line was silent. He figured Batman was thinking about that so he walked on. Unfortunately for Flash he didn't notice the grate overhead him from the air vents being silently pulled free.

Peter wasn't sure where he was but he did know he didn't belong here. It was strange first he wanted it all to end and here he was fighting for his life. If he wasn't too angry and depressed he would laugh at this moment. But he guessed landing on the table had knocked some sense into his head. Now he just had to make sure he got out of where ever he was and then he'd think of what to do next.

The guy in red seemed fast, he'd seen him just appear in a blur so he would pose a problem so this was most likely his only chance to take him out for a while. Flash stopped at an intersection and thought about where to go next when he heard some kind of 'twip' sound. The next thing he knew he was hanging upside down. "What the?" He saw the Spider-Man guy take off from the vent and run down the hall, well at first he thought it was on the ground but he realized that being upside down the guy was on the ceiling.

He looked up to see his feet in some kind of webbing which was suspending him from the ceiling. "Hawkgirl will never let me live this down." He muttered. He turned on his communicator. "Guys I'm in section 4-F he's heading to the observation deck."

"We're on it." J'onzz said to him.

"Uh…and could someone get me down? He got me hanging from the ceiling from something and I can't get down." Flash said embarrassed.

"You're kidding?" Hawkgirl said, the humor in her voice was evident.

"Just get me down." Flash said annoyed. "All the blood is rushing to my head."

Peter however was trying to find and exit or a window or something to help him out. The vents were easy to get around for him but he didn't have a clue where to go in them. So when he got to a large area he looked around. He looked up and saw some glass on the second level and could see the night sky. He leaped up and crawled to the second level but when he looked out he wasn't prepared for the view.

He saw Earth, it wasn't the night sky he saw it was outer space. "Great…I'm so screwed." He said seeing the view. Even if he found some kind of vehicle there was no way he could pilot it.

J'onn phased up through the ground from behind him as he was looking out. He could sense the man's mindset. There was so much pain and sadness that seemed to fill his mind. "Please calm down we mean you no harm." He said.

Peter jumped thinking he missed his spider-sense. "Look I don't know what the hell is going on here but I know harm when it up and grabs me from behind." He shot at him.

The others started to arrive at that moment. Superman slowly came closer. "I apologies for Batman's actions, he has a tendency to get carried away at times, calm down and just tell us how you got here."

"I don't know!" He shouted. "All I DO know is that this has been the worse day of my cursed life!"

"Cursed life?" Diana questioned him. "Why do you say your life is cursed?"

Peter was just getting frustrated now. He was at the breaking point and he couldn't take it anymore, he had to vent and if these people wanted to know about him then fine. "You want to know why? Fine! How's this for starters? When I was a kid both my parents died in a plane crash that may or may not have been planned. I was raised by my uncle and aunt my only living relatives. Then after I got my powers I fail to use them to do the right thing and my uncle who was like a father to me died because of it! Then there was an old childhood friend of mine Eddie. He got taken over by this suit my and his dad worked on and when we fought he ended up getting killed cause it took him over!"

"Then a friend of mine Gwen Stacey, her father was a cop that got killed from a guy pretending to be me, then Gwen herself dies, and quite horribly by the way since her body was nothing more then a gray and shriveled mass afterwards, by a creature that went on a killing spree! But to make things worse the creature was made from my own blood!"

"Then tonight…tonight I fought my greatest enemy the Green Goblin and guess what he did? He blew up my home, with my Aunt May, my girlfriend MJ and my best friend Harry while they were still inside it! I was outside just walking home and the next thing I know here comes the Goblin from out of the sky and fires a bomb at them blowing them all up right in front of me!"

"Then I fought him and he got killed by accident!" Peter felt the tears now under his mask and his voice was cracking from the emotional pain he was going through. He slowly slumped to the floor. His strength totally gone now as he began to sob. "I…I just tried to do the right thing…for three years all I ever did was try to help people…to use my powers responsibly…now…now everything I had is gone."

The others didn't know how to respond to that. J'onn could feel the pain coming off the man in waves and he went next to him. "It's alright…I too know the pain of loss." He placed a hand on his shoulder. "You're tired…just sleep." He put a little telepathic command behind it and Peter soon found himself asleep.

"Geez…J'onn was he telling the truth about all of that?" Flash asked. He wasn't sure if he wanted the answer to that.

The Martian nodded. "I sense no lies from him…it was all true."

"By Hera." Wonder Woman said sadly under her breath.

"We should get those injuries looked at." Batman said and everyone got back into motion. They had taken him to the medical bay and put him on one of the tables. They pulled off his shirt and they could see a few cuts and lots of bruises not to mention old scars.

"Is that a bullet wound?" John Steward asked seeing the round shaped scar. He'd seen his share of those from his time in the Marines.

"Should we take off his mask?" Flash asked everyone looked at him. "Hey he might have head injury and well…we have to check." He said shrugging. There were a few tares in the mask so J'onn pulled it off and everyone was surprised by what they saw.

"Good Lord…he's just a kid." John said staring at the youthful face that was battered up.

Batman looked long at the young man laying on the bed. He knew the kind of hardships life could give you but even he was slightly moved at the sight thinking back on his rant earlier. He didn't show it but he felt he could relate to this young man. He'd had gone through much and most of the other league couldn't comprehend that kind of pain with the exception of J'onn.

Batman spoke up then. "Well let's get him fixed up, and J'onn I know you don't like to enter a mind without permission, but we need to know as much as possible. He said he'd been doing it for three years yet I've never heard of a Spider-Man. We need to know where he comes from."

J'onn thought about it, he didn't like the idea but Batman made a point. He would try and stay clear of the more personal things and he simply nodded as he examined his mind. He found his real name but what he saw made no sense. It was Earth, same time period basically yet it was different. None of them were in it, and there were other heroes in that world as well as a different species of humans born with powers called mutants.

He found other memories, like the ones he talked about, when he saw the young blond girl's body that was of Gwen Stacey he hadn't been prepared for the horror he saw. He saw the other deaths and many battles. Even getting shot by the police. It was a sad life yet for three years he struggled, there was something admirable about it. But then his last memories before he came here were terrible.

When he pulled out Peter's mind J'onn felt a deep respect and yet a great sadness for this young man. "His name is Peter Parker…and his life hasn't been easy. I believe he comes from another Earth like the Justice Lords but one very different from our own."

Batman had been helping bandaging him up from years of experience on himself. "Tell us later, I think we need to get him fixed up first." J'onn agreed and together they patched him back up while the others waited outside. When they were done J'onn told them everything he had learned about their young friend.

They knew that more then his body would need to be healed after what they had just learned. "If he did try to commit suicide then we should place a watch over him." Superman said.

"So whose up first?" Flash asked.

"I am." Batman said surprising everyone. Superman guessed his reasons as the Dark Knight went off to the medical room to look over him for the night.

"Just when you think you know a guy the Bat grows a heart." Flash said under his breath hoping Bats didn't hear him.