by Gunman

Disclaimer: I do not own Spider Man or Iron Man or any related characters.

Summery: Peter takes on Titanium Man as a special team of supervillains are assembled to bring down Stark.


Chapter 3
Spider Man vs Titanium Man

(Undisclosed Location)

Ivan Vanko and the assassin named Delilah blinked when they opened their eyes.

They were both on single beds in a well-lit room with a small table in between them, with two glasses of water on it.

"Where am I?" Vanko asked.

"Where are we?" Delilah asked.

"You are very lucky that my men managed to extract you before the police could arrive." a voice said from the shadows, stepping into the light.

"Who are you?" Vanko asked.

"I am a man with a proposition for you both." the man said.

"What proposition?" Delilah asked.

"I'm putting together a special team. I want you on that team." the man said.

"Why?" Vanko asked.

"Because you are unique individuals. Special. Talented. It would be a shame to waste such talent."

"You still haven't told us what you want us for." Delilah said.

"I want to destroy Iron Man. Bring his company to the ground." the man said.

"I like that." Vanko said.

"I thought you might."

"I'm not here for Iron Man." Delilah said. "I'm here for Spider Man."

"I witnessed your fight with Spider Man. After your battle he was carried away by Rescue, one of Iron Man's associates." the man said.

"He has friends." she mused. "Which means I will need allies as well."

"And the pay would be considerable." he said, getting Delilah's attention.

"How much?" Delilah asked.

"Five million, up front. Considerably more, once the job is done." he said.

"We just agreed to help you, and you still wanna pay us?" Vanko asked.


"You must want Iron Man pretty badly."

"I do. Now... are you in or out?"

"In." Vanko said.

"In." Delilah said.

"Good." the man said.

"You said you were putting a special team together. Who else is on this team?" Vanko asked.

The man only smiled.


It had been two weeks since Peter started work as Pepper's personal assistant. Two weeks since she had told Tony that she had a boyfriend. Two weeks since Peter had been introduced as her boyfriend.

Needless to say, Tony hadn't been willing to let this man have Pepper without a fight.

He first tried to physically outdo Peter, only to find out that he was not only athletic, but also agile and far stronger than he looked.

He then tried to intellectually spar with him, only to have Peter keep up with him fairly well. He was no idiot.

He then tried to make Pepper seem as a less-than-worthy 'prize', which only made Peter retort that just because Tony thought so, didn't mean she wasn't a good choice for a girlfriend.

Though Peter had initially passed Tony's 'tests', he didn't seem as impressed by the young man, since he still held some feelings for Pepper.

Of course his own personal flaws kept Pepper from actually reciprocating these feelings. Not that Pepper wasn't loyal to her boss, but she had initially given up trying to form any type of relationship with him in favor of someone who would give her greater attention.

"So... the new sign for the building will be here next week?" Pepper asked.

"Yeah." Peter said. "Mr. Rhodes has got a crew ready to replace the signs. The new stationary just arrived this morning, and the new pens will arrive tomorrow."

"Good. Good." she said, checking off the list on her clipboard.

Peter and Pepper were walking down the hallway to the electronics division, when the whole building suddenly shook.

"What is that?" Pepper asked.

"I don't know. But my spider-sense is going crazy!" Peter said.

"Does that mean..."


Peter and Pepper were tossed back as the wall a few feet from where they were standing exploded open. They looked up as the smoke cleared, and saw an 8-foot tall, green and gray-armored figure walk into the room. The suit was high-tech looking, with a steel visor over its face, and its palms glowing from the plasma-fire it had just fired.

"Titanium Man!" Pepper gasped.

"Not good." Peter said as he scooped Pepper up and took off running.

"Peter?" Pepper gasped as she was carried down the hallway.

"I'll hold him off! Get to your suit! Or if you can get our boss out here that would be great!" Peter said as he turned the corner and dropped Pepper back to her feet. "Maybe find Mr. Rhodes."

"Peter, you can't fight him!" Pepper declared.

"Then you'd better hurry, sweetie!" he said, kissing her on the cheek before running back to, at the very least, delay this deadly mechanized villain.

(Sigh) At least he kisses me. Pepper thought before racing to get her armor.


Titanium Man fired again and again, blasting desks and cubicles to pieces. Several Stark employees were running around in a panic as if their pants were on fire.

Rushing up behind him, Peter grabbed an empty desk and smashed it into Titanium Man's back.

The large armored man just turned around and looked at him.

"You are kidding, yes?" the armored villain asked.

"Well, you're not laughing, so..."

"Your hope is lost, boy!" Titanium Man said as he turned his hand up and aimed it at Peter.

"I don't suppose we could talk about this?" Peter asked, slowly backing up.



Peter jumped around, dodging laser fire and missiles, bouncing off the walls like he was a human tennis ball.

"Run little rabbit, run!" Titanium Man shouted as he fired another blast of energy from his hand.

"'Rabbit'? Shouldn't you be hunting 'Moose and Squirrel'?" Peter said as he jumped around again.

"I do not find your humor very appealing." Titanium Man growled as he fired another missile at the young man.

"You obviously don't get out much!" Peter said as he flipped over the armored man.

"You are not human." Titanium Man asked, looking behind him and seeing him jump away.

"Thank you, Comrade Obvious! You think Stark hires 'ordinary' people to work for him?" Peter asked, jumping onto another desk.

"I should not have thought so, but you will not stop me in my mission!" he shouted as he fired a plasma-bolt at the desk, destroying it.

"And just what is your mission?" Peter asked, flipping back and onto the floor.

"I have come to destroy him!" he declared.

"Him? Who? Tony Stark or Iron Man?" Peter asked.

"They are one in the same." Titanium Man said.

"Not often!"

"Shut Up And Die!" he said, aiming his hands at the young man.

"Make Me!" Peter shouted. Doh! Did I just say that? He mentally grimaced.

Titanium Man advanced, only to get blasted by a barrage of missiles that knocked him down.

"What?" Peter gasped as he looked up and saw the red and silver armored Rescue, and the black and gray armored War Machine had arrived.

"We'll take it from here, kid." War Machine said.

"Sure thing. I wore him down for you." Peter said with a groan.

Across the way, Titanium Man got back to his feet.

Huh. Kid took on Titanium Man without any armor or special weapons. Gutsy. Rhody thought as he opened fire on the armored Russian.

"Peter! Are you alright?" Rescue asked.

"I've been better." Peter replied to the heroine.

"Don't think you're getting out of dinner tonight just for this." she chided him.

"You'll have to bring it to me in bed." he said with a smile.

"Don't get a head of yourself, handsome." she said, lightly touching his face with her armored hand.

Titanium growled as he rocketed towards War Machine, tackling him around the waist and knocking him through a series of walls.

"That won't stop me!" War Machine shouted, pounding on Titanium Man's head while they flew through the concrete and steel walls, flying outside the building.

"But This Will!" Titanium Man shouted as he knocked War Machine away, and into a nearby electrical power station.


"Aaaaaahhhhhhhhhhhhh!" War Machine's muffled cries sounded as the generators he slammed into exploded around him.

"RHODEY!" Rescue shouted as she flew up to him, using her electromagnetic field to fly in and grab the dark-armored hero.

However, Titanium Man took advantage of this, and fired his plasma-bolts at the female hero.


"AGH!" Rescue shouted as she was knocked out of the sky and into the ground. Along with War Machine.

"Ouch." Rescue groaned.

"I heard that." War Machine said. "Thanks for the save, Pep."

"Don't thank me yet. He's coming around!" she said as Titanium Man flew up to them.

"Ready to admit defeat?" Titanium Man asked.

"We're not beaten yet." War Machine said.

Titanium Man looked over and saw a bus stop where a group of people were loading and unloading.

"Oh, look! Innocent bystanders!" Titanium Man grinned beneath his armor as he took aim at the bus.

"NO!" War Machine shouted.

"LOOK OUT!" Rescue shouted.

The weapons fired, the two heroes took off into mid-air to intercept the missiles, saving the innocent bystanders, but getting struck hard in their chests and backs.

The pair tumbled backwards, rolling over and over on the ground before coming to a stop.

"Ouch." Rescue groaned.

"Oh... don't wanna do that again." War Machine groaned.

"And now, you die!" Titanium Man declared as he advanced towards them.

However, while the 'Armors' were fighting it out, Peter had managed to catch up to them.

Seeing the two heroes down, Peter grabbed a large metal pipe (from a nearby street construction site) and raced towards Titanium Man, leaping into the air and slamming it hard into the green-armored villain's head.

Titanium Man turned around and tried to grab him.

"Hold Still!" Titanium Man shouted as he tried to grab the spry young man.

"No!" Peter shouted as he chucked the pipe into Titanium Man's head, nailing his faceplate.

"You Are Making Me Mad!" the armored villain shouted.

"I Get That A lot!" Peter replied.

Across the way, Pepper Potts saw what was going on.

"Peter..." Rescue groaned as she tried to stand back up.

Titanium Man blasted the ground that Peter was standing on, knocking the young man off balance and dropping him onto his back. The armored villain rocketed up and pounced on Peter before he could get back up.

"You are very brave, or very foolish!" Titanium Man declared as he loomed over Peter, his hand on the young man's throat.

"Like... 'brave'... better." Peter croaked out as the villain's armored hand was around his throat.

"Any last words?" he growled.

"Say... 'Moose and Squirrel'... just once?" Peter gasped.

"Die, Jester!" Titanium Man shouted as he raised his fist over his head, ready to crush Peter's skull with one blow.

But before he got the chance, a forceful repulsor blast knocked Titanium Man away from Peter.

"Step away from the civilian!" Iron Man shouted as he blasted Titanium Man again and knocking him down.

Iron Man stood next to Peter, turning to look down at him.

"You know, maybe next time you won't think about getting into anything with a guy who has armor for..."


"ARGH!" Iron Man shouted as Titanium Man tackled him to the ground and started pounding on him.

"Die American Pig-Dog!" Titanium Man shouted as he continued to wail on the hero.

"Geez! Who writes your dialogue? Castro?" Iron Man asked as he punched Titanium Man in the face and sent him back.

BLAST! Titanium Man fired a bolt of Plasma energy into Iron Man's chest, sending the red and gold avenger flying.

"Oww!" Iron Man groaned as Titanium Man approached him.

Seeing the armored avenger down, and his enemy advancing, Peter forced himself to stand and moved towards the electrical power station they had inadvertently returned to, grabbing a huge cable that had gotten knocked loose during the fight, and jammed it into Titanium Man's back.

"AAAAHHHHH!" the armored Russian screamed in pain.

Titanium Man crumbled to the ground as Peter stumbled back towards Rescue.

Iron Man loomed over the armored villain.

That was when the Stark Employees came out and started cheering

"He did it!" a man said.

"He saved us!" a woman shouted.

"Iron Man saved us!" another man cheered.

Iron Man looked back at the collection of employees, and just waved.

Peter paid it no mind as Rescue came over to him and caught the brown-haired young man in her arms.

"No offense, sweetie, but this is becoming a habit." Rescue whispered to her boyfriend.

"Tell me about it." Peter said as he passed out.


Peter was resting in his bed after his vicious battle with Titanium Man, bandages around his face and torso, an IV in his arm and a monitor next to his bed.

"Ohhh..." he groaned.

"How do you feel?" Pepper asked, sitting next to his bed while writing on her clipboard and notepad.

"I just had this strange sense of deja vu." Peter groaned.

"My sentiments, exactly." Pepper said with a smirk. "On the other hand, it's a good thing that we have a fully staffed infirmary."

"I'm sorry about earlier." he apologized.

"If you hadn't done what you did, a lot of people would have been hurt or worse." Pepper said, getting up and kissing his forehead. "You did good."

"Thanks." he said.

Just then, Tony Stark walked into the infirmary.

"Tony!" Pepper asked.

"How's our boy doing?" Tony asked.

"He's doing fine. He should be up and around in less than a week."

"Really? I would have thought that Spider Man recovered quicker." Tony stated.

Pepper looked up at him in shock.

"I saw his fight against Titanium Man on the security cameras, Pep. It's not hard to figure out." he answered her silent question.

"Right." she said.

"You knew. When were you going to tell me?" he asked.

"Uh... never?" she answered.

"Why 'never'?"

"It was a secret."

"Because he was your boyfriend."

"No. Because he is my boyfriend."

"You're really serious about this, aren't you?"

"Yes. I am." she said with some stubbornness to her voice.

Tony sighed as she said that.

"Well, I'm not against having Spider Man around to help out, but..."

"Oh, here we go." Pepper said as Tony walked up to Peter.

"If you're gonna be with Pepper, I have to know you can protect her." the mustached inventor said.

"What? I didn't do a good job of that already?" Peter asked.

"Oh, you did. But you could do better." Tony said.

"How 'better'?"

"Better as in... not getting yourself beaten nearly half to death?"

"Well, sorry, I don't have a suit of armor to protect me all the time. I need to rely on speed and agility as best I can." Peter said.

"Didn't do you much good." Tony said.

"You too." Peter said, noticing the bruises on Tony's face. "Besides, I'm alive. And so is Pepper."

"You were lucky this time. Next time... you might not be." Tony stated.

"What are you suggesting?"

At hearing that, Tony actually grinned.

Peter just looked at Tony with a slightly worried expression on his face at what his 'boss' had in store for him.


(Undisclosed Location II)

A man with dark hair, a silver gray suit, and glowing red eyes entered the room followed by Ivan Vanko and Delilah.

"How is he?" the man asked.

"Unconscious, but alive." the doctor said. "His armor took most of the electrical shock, but it should be easy enough to repair."

"Good. We were fortunate to intercept his prison transport before he reached the Super Max prison." the man said.

"And retrieved his armor in the process." Vanko said.

"Wake him up." the man said.

The doctor injected him with a specialized adrenaline shot, the Russian man waking up.

"Good morning... John Smith?" the man asked, reading the file that the fingerprints analysis brought back. "That cannot be your real name."

"It isn't. I had it changed." Titanium Man said.

"Really. Must not have been proud of your real name." he said.

"Pride gets a man killed more often than ambition. Now... what do you want?" the large Russian asked.

"I wanted to hire you. Actually, recruit you." the man said.

"Recruit me? For what?" he asked.

"For R.U.S.T.!"

"R.U.S.T.?" Titanium Man asked, getting a confused look from both Vanko and Delilah as well.

"The Raiders Usurping Stark Technologies!" the man said.

Titanium Man just looked at the man.

"Sounds stupid. What do you plan to do?" he asked.

"Destroy Iron Man once and for all, and use Tony Stark's genius to make a great profit and expand the boundaries of my power."

His eyebrow cocked.

"Is that not a contradiction? Stark is Iron Man." Titanium Man said.

"Without his armor, he is nothing. Place his head on a platter, and he is less than nothing."

"It is only the head that we need." he said. "All of his knowledge is contained within."

"And how do you plan on getting it?"

Just then, a beautiful Japanese woman with long black hair and olive-green eyes entered the room.

"Greetings, I am Rumiko Fujikawa."


Authors Notes:

Here's my update for this story.

Hope everyone likes it. And just so everyone knows, Rumiko was one of Tony Stark's girlfriends, before she was killed. So, guess where I'm going with this?

Next chapter: more romance, more action, more villains, and better clothes.