Justice League and Spider-man and all the characters in this story do not belong to me. Reviews are appreciated but keep in mind this is Au and I'm new at fanfiction. The first few lines are from the last episode of the Spiderman 90's series.

"Web of justice"

"Well, Madame Web where to now?" spider-man asked.

"Face front true believer she replied. We are going to find the real Mary Jane Watson. Spider-man gasped in surprise.

It has been a long hard journey and I think you are finally entitled to some happiness." Madame Web explained.

Spider-man echoed the sentiment "Amen to that dear lady amen to that."

Meanwhile in-between dimensions Mary Jane was floating in nothingness. She had long since stopped screaming knowing no one would hear her. Suddenly she saw a light coming from an opening in the corridor. As she was sucked through she shouted "Peter, Where Are You?"

Trapped deep underground in a top secret facility was Jon'n Jon'zz. He was the last Martian. He had been captured when he had come to warn Earth. He was very weak but he could send out a telepathic cry for help to one like him, Superman the last Kryptonian.

He was interrupted in his thoughts by a bright light filling the cell he had to close his eyes to avoid being blinded. When the light faded away a young woman was lying still on the floor. She had red hair and was very beautiful. Startled, maybe the woman could help him Jon'n thought.

The lady groaned and sat up "Where am I?"

"You are in a hidden laboratory in metropolis; I am Jon'n Jon'zz and you are?" Jon answered telepathically.

"A lab? I'm Mary Jane Watson do you know a way we can escape." Mary Jane replied

"No, but I can send a telepathic cry for help to several people. Do you know anyone with abilities that I should call? Jon asked.

"I know of one but I think I came from another world. I do not know if he is on this world." Mary Jane replied.

She was hesitant to give more information. She didn't want to reveal Peter's identity as Spider-man. They had just found happiness when Peter had confessed his love and identity. When the Green Goblin one of Spider-man's many enemies, kidnapped her to get to Spider-man. Somehow the Goblin had found out Peter was Spider-man. The Goblin used an inter-dimensional device stolen from Stark industries to try to kill Spider-man. Instead he knocked Mary Jane off of the bridge where the Goblin and Spider-man were fighting, into a hole the device made. Mary Jane did not know how much time had passed. Until the hole opened and she landed in this strange world where apparently aliens had come to Earth.

"It does not matter, I can search with my mind until I find him who is he?" Jon'n asked.

"He's a hero called Spider-man." Mary Jane replied.

"Very well I will begin searching when we are rescued." Jon'n replied.

"If I may, why do you find my origins to not be surprising?" He asked

"Well I've seen many strange things not the least of which is Spider-man, so it's not entirely new." Mary Jane replied.

With that they both lapsed into silence, there was only time to wait and hope for a rescue. Finally there was a load thump and the huge metal door clanked down as two men entered. One was dressed entirely in grey, with a black cape on his shoulders. A cowl with ear like tips rising from the top covered the top half of his face leaving his jaw line exposed. There was a black symbol resembling a bat on his chest.

The second man wore blue with a red shield shaped like a pentagon with a stylized "S" in it. He wore a bright red cape and had red briefs overlaying his tights.

Mary Jane gasped in surprise she had never seen anything like this. She had expected Peter in his Spider-man guise, but at least she and Jon'n would escape.

"What is he and what is a woman doing here?" The man in black spoke.

"Mankind's only hope he sent me a telepathic message but the stasis field interfered, as for the woman I have no idea." The man in blue replied.

"I am jo'nn jon'zz I came here to warn Earth of the invasion they did not believe me."

"Big surprise" Batman interrupted.

"I'm Mary Jane Watson I fell through a dimensional hole to your world and landed here." Mary Jane explained her part in this.

Meanwhile Madame Web had just opened the portal into the DC universe when she gasped in surprise.

"What's wrong now?" Spider-man exclaimed he didn't mean to be pessimistic but after all that had happened to him since the loss of Mary Jane he would be damned before he lost her again.

"For all my power I would have never predicted that Mary Jane would be in such danger here, a great trouble is upon this world. Fear not, a group of heroes will appear to thwart the tragedy you, will know what to do when the time comes." She answered

"Oboy I just hope I'm ready this time." Spider-man could not help but remember what happened when he had not listened to the mystic Madame Web's words. For all her riddles, her words really did prepare him for whatever was ahead of him.

A sudden pain struck him, with a flash of garbled images and an urge to go into the countryside. "I guess that was my cue."

"It has begun." Madame Web confirmed. Transporting them instantly to an ordinary warehouse. Watching as a man in black entered the warehouse through the gaping hole on the side.

Jon'nn had finally managed to summon Spider-man. To find Spider-man he had searched for a mind that didn't belong in this world but only on the surface he was too weak to pry further. Unfortunately he could only leave an impression not a clear message hopefully that was enough.

As they headed outside Superman the man in blue, and Batman the man in grey introduced themselves and gave a condensed version of what was happening in Metropolis, the Earth was being invaded by biological aliens that resembled those in "A War of the Worlds."

Finally reaching the exit men dressed like U.S soldiers blocked there way with rifles raised. Superman having a good rapport with the army stepped forward to try to pass peacefully.

Thinking he would pass unnoticed while Superman talked Spider-man silently climbed above the doorway of the warehouse to sneak Mary Jane away from the danger, he knew the men were fake thanks to his spider sense. Batman suddenly turned and launched a batarang intentionally missing Peter's head by millimeters.

"Who are you, what are you doing here?" Batman growled out in full interrogation mode.

Batman was interrupted when the men shifted and turned into white humanoids with black spots for eyes on an elongated head each holding an alien like bazooka. As the things started shooting they knocked Superman back turning a tank on its side. "It's them" Jo'nn shouted as they moved behind the tank for cover. Spider-man grabbed Mary Jane and leapt them onto the roof away from the shooting.

"I don't know what's going on here but those people need my help, Madame Web can you take Mary Jane as far away as possible?" Spiderman quickly organized a plan. Madame Web hovering in the air using her specially designed chair nodded and the gestured enveloping her and Mary Jane in pink smoke and then disappearing. I will contact you when you are safe Madame Web sent to Spider-man letting him know where to find her and Mary Jane later.

Spider-man turned towards the battles seeing the green alien phase through Batman to thwart the white Martian that had tried to strike from behind. He was about to blasted by the rifle but Spider-man webbed the gun and yanked it away leaping forward to land in a group of five aliens in front of them to expertly toss the invaders away or knock them unconscious. Superman lifted up the tank as Spider-man, Jon'n and Batman backed to the waiting bat shaped jet. Jon'n flew up to give air support and Spider-man leapt into the jet after a hasty voucher from Jon'n who knew he was there to help.

"Where did Ms. Watson go?" Batman asked as they lifted off into the air pursued by white triangle like jets.

"She's safe she went with a friend of mine." Spider-man said.

The jet had barely taken off when the tripod alien crafts followed roaring like racecars. Batman expertly maneuvered sliding between two cliffs causing several of the crafts to explode against the cliff wall. Superman flew nearby grabbing a jet and tossing it into another one with an impressive explosion. Red beams like that of a red sun shot at Superman and managed to knock him back into the precipice.

Jonn phased intangible as he taunted two jets that were heading straight for him causing them to hit each other instead. Spider-man stuck to the outside of the Bat plane he snagged a jet and whirled it around on a lasso made of webbing hitting five jets at once that had attempted to surround them.

A man in green appeared and made a green hand like projection that smashed several other jets.

A woman with wings and a mace was also flying over head obliterating anything that was in her way but was caught in the crossfire landing stunned on an overhang. A beautiful woman wearing revealing armor and steel bracelets came out of nowhere and blocked the rays bouncing them back to the offending party.

Finally there were only a few of the invaders left coming back around to try another attack but a whirlwind tossed them away made by a man in red running on the ground at amazing speed.

With that Batman landed the plane as the various flyers landed and The Flash the man in red ran up to meet them.

Everyone was curious as to how and why the mysterious aliens had shown up. Names were exchanged as the team assembled to figure out a plan.

"It was lucky you showed up." Superman said this was a threat no one could face alone.

"No, not luck I telepathically summoned them" Jon'n replied.

"Could someone explain what is going on?" Flash asked.

"They came to Mars first," Jon'n started explaining, "All of our kind was destroyed in a last desperate attack a powerful nerve gas paralyzed them until an astronaut disturbed them while I was in hibernation. I am the last martian."

"We have to stop them." Hawkgirl exclaimed

As they were talking great billowing clouds of soot appeared being produced by a factory with a heart like pump.

"What is that?" Wonder Woman asked noticing the clouds were not ordinary.

"It has begun the parasites are nocturnal they want to block out the sun," Jon'n said

"Can't we go and destroy them?" Wonder Woman asked.

"That is no job for rookies" Lantern said assuming that Spider-man was new and that Diana had no combat experience.

"Amazons are warriors born" Diana angrily said if it was one thing that made her mad it was doubt of her fighting skills. "Would you like to test me?" getting into the Lantern's face

"Let's not fight among ourselves" Superman interrupted the potential brawl.

"Ok tactically we should split into teams." Lantern planned.

"Dibs on the Amazon" Flash said

Spider-man went with Flash and John the Green Lantern carried by a force bubble as Flash ran across the ocean they were on the way to New York.

"You're no fun" Flash complained.

"This is no time for distractions:" Lantern reprehended.

"It was just a joke." Flash muttered to himself as they arrived in New Yorkl.

They hid themselves among the bushes watching as several tripod like aliens walked around producing high powered beams striking several crumbling walls where civilians were running beneath trying to escape the chaos.

"Help the civilians then we can plan our attack," John shouted shooting some of the debris with precisely placed ring beams.

"What plan we go and kick butt." Flash impulsively ran around the walkers grabbing their attention and then kicking a leg clean off one of the aliens which a well placed speed leg sweep. And then running around to take care of the other, not paying enough attention to avoid tripping, and falling into a sticky mass of goo preventing him from vibrating free.

In a calmer manner Spider-man easily leaped across the field and webbed the rest of the debris away allowing the people to escape. Then he turned leaping to atop one of the aliens head blinding it with his webbing then snagging it with more webbing and pulling it down to the ground with an impressive crash.

John ran to Flash muttering "Fool" to himself using a ring beam to cut Flash loose. Unnoticed a smoke bomb was launched coming straight at them just as Flash was released "Look out," he shouted to late as the capsule exploded the yellow fumes seeping right through the Lantern's shield rendering him unconscious.

Flash zipped up and whirled his arms into a giant fan to blow the cloud away. Managing to run John out of the danger. "I hope the others are doing better." He commented.

In Metropolis Superman and Hawkgirl had just entered one of the factories easily defeating the defenses. Suddenly the walls closed in front and behind them. Then yellow gas was released enough to knockout even Superman weakened from no sunlight.

In Egypt Batman Wonderwoman and John'n sneaked in after Wonder Woman made their own entrance. Batman observed as the aliens fled the last rays of sunlight before it was blocked. As they navigated deeper Jon'n paused as he sadly announced "Hawkgirl and Superman have been captured."

"Your sure? Batman flatly asked as they headed toward the core. They found the core but it was shielded and aliens started to poor out of their hiding places. The exit started to slide shut just as Jon'n and Wonder Woman made it through but Batman fell behind the exit closing all the way.

Wonder Woman gasped as the sound of weapons fire reached her ears the shots pulsing against the wall. "He was a true warrior" she said miserably,

Later the rest of the heroes Wonder Woman, Lantern, Jon'n Jonz'z, Spider-man and Flash gathered in front of the alien factory that held Hawkgirl and Superman.

"We need a distraction." Lantern said everyone turned their eyes on Flash and Spider-man. "What?" Flash asked wondering why he was always the distraction.

Flash began to make a whirl wind sweeping the clearing free of the walkers. Spider-man followed webbing the laser torrents so that they imploded.

The rest singled that they were ready to enter the hole Hawkgirl made meeting no resistance as Flash and Spider-man followed. As they went deeper two guards were spotted patrolling everyone hid as Jon'n stepped forward shifting into an exact copy of the aliens and speaking in their foreign tongue pointing towards where they were hiding. As the aliens approached Jon'n snuck behind them and phased his hands into their chests knocking them out.

They moved on without comment approaching the chamber Jon'n sensed their friends were in. "I have a bad feeling about this." Spiderman exclaimed his spider sense hadn't reacted with the two guards he suspected it was being blocked somehow.

As they entered the chamber they saw Hawkgirl and Superman hanging upside down suddenly their eyes turned red "It's a trap" Jon'n shouted. Billowing clouds of yellow gas gushed from the vents. Causing everyone to fall unconscious.

Several hours later Spider-man awoke to find his friends trapped with him in sticky goo as an alien approached. "I could not have done it without you Superman disarming Earth's defenses for me." The alien bragged shifting into Senator Carter the man who had instigated the disarmament of nuclear weapons. "Behold the Empirical." He shouted bowing as a pink blob descended from a ship tentacles waving.

"We have unfinished business you and I the last of your race Jon'n Jonzz the last Martian." It exclaimed its long tentacles grabbing Jon'n and embedding them within his skin and taking him within its body. "What are you hiding Martian deep within the recesses of your mind?" It asked Jon'n resisted the Empirical and then shouted "Now" to someone.

Out of the shadows Batman suddenly appeared holding a device that he attached to the core. It emitted a beep and then the core turned a deep blue spreading throughout the structure. "What did you do?" the Empirical shouted

"Reverse polarization your clouds of smoke will disappear." Batman replied with a hint of a smirk touching his mouth. He quickly freed the league as the tide finally turned.

"No," the Empirical shouted "we cannot stand the sunlight!"

Diana and Hawkgirl sprang into action taking the Empirical's ship down. Superman began punching holes in the walls the sunlight rejuvenating him but melting the aliens.

Green Lantern and Flash began collecting civilians that had been trapped within the factory. Spider-man webbed down aliens that were trying to rally. Across the world the factories began to falter as instructions from the Emperical were not forthcoming.

The factory the league was at exploded behind them just as they escaped with everyone safe.

Spiderrman stayed until several weeks later to help with cleanup finally reunited with Mary Jane.

Superman called a meeting inviting everyone that had fought by his side. "I once thought that I could project the world on my own I was wrong we can do so much more together than apart. " He explained his plan.

"I've decided to stay here." Spiderman explained Madame Web had arranged it so it would as if he had always existed in the DC universe and he could leave at any time to his own universe to the exact time that he had left.

And thus Spiderman joined the Justice League and married Mary Jane many adventures awaited him some things would remain the same but some things would drastically change.

Consider this a one-shot prequel and a challenge to have Spiderman as a main character in at least the following episodes only a dream, injustice for all, and a better world one and two. No slash and no explicit romance please. If you win my challenge Ill give a review and adopt a plot bunny.