Spiderman darted through the grey mist and the assorted mausoleums and grave markers, the sounds of his pursuers closing behind him. Normally the dead cared little who they worked with as long as there was the tempting essence of life on offer, at all other times they remained insular and largely ignored each other, since if one spirit consumed the life essence of a foolish explorer then they all got stronger. Reaching the stream of sufferance Spiderman turned, as a spirit he could easily have waded through but now as a being of flesh and blood he had to wait for whoever had restored him to clear the way for him. As he stared into the darkness a figure erupted from the mist, charging directly at him, the spirits stubby body covered with armour, its arms missing presumably that had been the cause of its death. Flicking his wrist Spiderman attempted to spray a restraining line of spider silk at the charging opponent only to have the web shooters jam leaving him open to the spirits' charge. At the last moment Spiderman sprung over his opponent, pushing his foe down strongly so he slammed face first into the ground.

"That should stop you getting up Human Cannonball." Spiderman announced rolling him with his foot into the mist and the four approaching shadows, the out of control villain tripping one of them up as a strong rope wrapped around his arm the other end attached to the villain Montana's neck, the same rope that had been used to hang him. With a tug Spiderman pulled Montana to his knees as a woman in green fired a pistol at him, her once face covered in a black veil trying to hide the damage done to it from her violent death. Dodging the shot Spiderman swung Montana knocking the woman into a mausoleum, her veil flying off revealing a half digested face marring the beauty evident on the intact side.

"Viper you really must see a cosmetic surgeon." Spiderman announced, "I hear they can work wonders with skin transplants these days."

"All I need is your life so I can re-enter Midgard and get my revenge on my daughter for betraying me." Viper hissed slithering out from under Montana as the forth figure emerged his stomach ruptured displaying necrotic flesh filled with maggots and mould, his hand morphing into a canon. "This one's life is mine." Bushwhacker announced as he attempted to fire at Spiderman, his weapon failing as the ammunition dropped out of his gut and onto the floor.

"You really must publish the diet your on." Spiderman told Bushwhacker, "It really has worked wonders on you." He added as Montana got to his feet and swung the rope above his head, the sound whooshing above the sound of the stream and the rattling breath of all three spirits. Suddenly the water behind Spiderman exploded upwards and formed a massive hand, the fingers wriggling before slamming down and turning to stone, a macabre bridge across the lethal water. Spiderman gave the spirits a mocking salute before springing over the hand, the rocky flesh collapsing into water as he passed as the villains attempted to follow, the current washing them away as their prey cleared the river. Despite the apparent victory Spiderman knew that he had won nothing since they would easily return and that there were others waiting in the gloom for him.

"Next you have to cross the vale of sleepers." A female voice announced, it was the same voice who had directed him away from Hela's tower, who had told him about the Stream of Sufferance and how to cross it. He was unsure if the voice was simply his Spider Sense evolving or somebody among the living guiding him back to a land where flesh eating ghouls wouldn't be continuously hunting him. With a sigh he set off across the vale, it was still a long way and the dead would not be overly keen to let him pass. Five steps in and the first gunshot rang out, the bullet missing him a few inches prompting him to run as more shots were heard, the bullets splashing him with dirt and stone chips as they struck the ground close to where he ran, the shooter, a tall gaunt figure, his left eye gouged out of his head leapt from roof-top to roof-top, firing shots from his sniper rifle as he ran. Turning left at a crossroads Spiderman ducked into a covered road the walls and roof decorated with gravestones.

"Better luck next time Gauntlet." He wheezed as he stalked down the path occasionally stopping to make sure he wasn't being followed. Their was now a low level of fog curling round his legs, an oddity for the Vale of Sleepers but defiantly probable considering the whole realm was shrouded with mist save for the few towers that erupted from the grave dirt. As he continued down the tunnel the fog increased and it became so thick that visibility dropped to around five foot until a bright light erupted from the darkness as the tunnel emerged on the other side of the Vale of Sleepers. Stepping out Spiderman saw a few candles lighting the ridge he had to climb, the foot of which was only two hundred meters away, it was an easy run and climb as long as no spirits attempted to attack him as he made his way to the hill of remembrance.

"No such luck." Spiderman stated as six shadowy figures busted out of one of the larger mausoleums and headed this way. The first to reach him had been a friend on life as she lunged at him with a pair of battle staves, her body well preserved save the large hole in her back that glowed an eerie pink. "Bobbi." Spiderman gasped, "Bobbi it's me Spiderman, we were friends when we were alive."

"There are no friends on this road." Mockingbird screeched as Spiderman blocked her first few swipes before grabbing one of the staves and swinging it through the former Avenger's head, the blow causing her to dissipate into an amorphous cloud of grey fog. "What have I done?" Spiderman asked as he watched Mockingbird 'die'. He knew she would return even seen Montana, Viper and Bushwhacker go through the same process back at the stream but this was different. He paused for a second too long as three pairs of hands wrapped round him pushing him to the floor. Struggling Spiderman lashed out kicking the first, a Native American Man dressed in motorbike leathers away, before springing other the second before landing on his back, a wicker shield stapled to the back of his burnt skin, an eerie light shining through the bullet wound in his head.

"Zulu, Eagle." A voice commanded, "Step away," the two spirits backed off as did a woman in power armour to reveal an old man in cardigan and slacks smiling kindly at him. "You sure have grown." He announced.

"Uncle Ben?" Spiderman said in a surprised voice. "What are you doing here?"

"Helping you escape this dreadful place." Uncle Ben announced as he ran his hand along his left arm, "Come quickly these spirits won't obey me for long." He added the sound of desperation in his voice as Spiderman took a step forward before stopping. All the other thralls had the indicator of how they had died yet there was no sign of the bullet wound that Uncle Ben had received all those years ago. "Come on Son we have to move now."

"I would if you were the real Uncle Ben, but you're an impostor." Spiderman snapped. Uncle Ben stopped and smiled is usual kind smile before his face became more feminine and his skin blue before reaching for the pistol in the small of her back. "I should have guessed it was you Mystique." Spiderman announced as Uncle Ben's Left Arm vanished revealing a cauterized stump. With a hiss of rage the spirits lunged forward but their prey was ready with a leap he cleared all of them and ran for the ridge. "Glow-worm cut him off." Zulu ordered as the spirits perused him screeching and snarling in the gloom whilst up above Glow-worm incinerated the area around Spiderman, the grave stones and mausoleums erupting in an explosion of blue fire. Reaching the ridge Spiderman climbed, his foes unwilling to follow as more spirits clambered onto the still intact structures and fired a mixture of crossbow bolts, sniper shots and arrows until their prey cleared the top and slid down the other side.

"Made it." Spiderman announced as he landed in a glen, the centre glowing orange with arcane symbols dancing across the surface. Suddenly the disc in the middle glowed blue and something collapsed into the realm dressed in red and yellow, a jagged hole bored into her head. "Moonstone." Spiderman snarled, "Looks like somebody finally did you in like they should have a long time ago."

"Nifleheim crap." Karla swore, "I so didn't want to come back here again."

"Well guess what?" Spiderman announced as the seal faded back to orange, "I'm leaving."

"Wait please take me with you." Karla pleaded grabbing his leg. "Show mercy." She begged.

"Get off." Spiderman announced shaking her off his leg as he walked onto the seal, "You deserve to be here." He added as Karla crawled onto the seal after him.

"Please help me." She cried, "I never meant for it to happen." She moaned as she reattached herself to his leg.

"Never." Spiderman announced as he picked her up and threw her off the disc as orange light radiated out and his form began to vanish.

"Please don't leave me." Karla screamed, her face streaked with tears as she made one last attempt to escape. With her last desperate leap she latched on, her ntangible hand reaching into his body before falling back down dragging a young man with her.

"No." Spiderman yelled as he recognized the man plummeting down with Moonstone. "You can't take him, he's me." He yelled before something pulled his head upwards. Silhouetted against a green sky was Mary Jane standing watching him come closer, her hand outstretched to pull him up. Spiderman reached for the hand only to see her face change, for it to start burning a hellish orange, her features replaced with those of Dormmamu's. "MJ no." he whispered as he let go and fell downwards before he hit the dirt with a thump.

Opening his eyes Spiderman looked up and saw the evening sky above him, skyscrapers looming into the heavens, the smells and sounds of New York cocooning him like a comforting blanket. "Must have blacked out web swinging again." He thought, "At least I'm still Peter Parker, at least I escaped from Nifleheim." As he lay their something tugged his foot and he looked along his body to see the Vulture tugging at him, the vile scavenger obviously looking to make him his next meal. With a kick Spiderman removed him and got to his feet the hungry cannibal still obviously not convinced that he was a meal to be passed up, especially since it had fallen so close to his lair.

"Come on Vulture do you really want to break those arms again?" Spiderman asked, "Can you really afford the costs a Mob Doctor charges?"

"You were dead," The Vulture hissed, "that makes you mine." He added lunging at Spiderman who ducked under his razor tipped swipe before grabbing his arm and twisting it into the typical 'hand behind your back' position, the bones splintering as he did so. Enraged the Vulture slashed with his free hand only to have it jerked upwards, the bones in that arm breaking too.

"Looks like you're off to the hospital." Spiderman joked as he glued Vulture to the wall with a net of spider silk, "Just stay out of the morgue the orderly's have a hard enough time trying to keep the Hand from stealing corpses they don't need you helping as well." Spiderman advised the trapped criminal as he attempted to cut himself free.

"This isn't over Parker." The Vulture snarled, "When I get out and I will get out I'm going after your aunt, I'm going to feed on her right before your eyes and their will be nothing that you can do to stop me."

"To be honest I don't think you can take her either." Spiderman replied as he spun back towards his Aunt's house, "I will never get used to everyone knowing who I am. After I died Mesphisto's spell ended and everyone got their memories back. Which is why Mary Jane remembered that we were married and went to Satana and the Rohas Guys and got me resurrected."

As he moved from the city into the suburbs, Peter imagined what Aunt May must have thought when she regained her memories, about how she was all alone now with a whole army of super villains and worse the government all long time foes of her nephew. The fact she had survived showed the strength the old woman still had, the same strength that Uncle Ben had before he had been killed, Mystique's little performance had brought that tragic evening to the forefront of Peter's mind, not that it wasn't always there, the weight of his bad decision driving every action he had done after that.

Swinging onto the roof of Aunt May's house Peter looked down the street and listened, searching for signs of any hidden super villain or even common crook looking to settle a score. The only thing out of place that he noticed was a pair of blacked out Jeep Cherokee's squatting menacingly over the road from the house he was on. A myriad of potential suspects stampeded through Peter's mind; what if it was the Maggia or AIM or even some random hit squad hired from the deepest depths of South America acting on the orders of one of his many foes. Panic quickly subsided, he knew what he had to do, he had nothing to hide anymore, the fact that his enemies were here was proof of that. Spinning a line off of the roof he swung through the kitchen window landing deftly on the counter, the scent of a chicken slowly cooking in the rumbling oven into the otherwise silent house. Jumping to the ceiling he crawled into the main living room to see his Aunt May sitting on the sofa with Mary Jane's mother and a third woman all drinking coffee while armed guards stood at the doorway into the hall armed with assault rifles, the patches on their armour displaying the SHIELD insignia.

"There you are Peter." Aunt May croaked, "We were a little worried when we heard the window break weren't we Anna?"

"What with your friend has been telling us about the dangers you have put us in we thought it might be one of those freaks that you're responsible for." Anna Watson barked, "What was you're name" she asked the third woman.

"Melissa." Spiderman announced, "She's a spy and not welcome in this house."

"Peter don't be rude, Miss Gold came round specially to see me and ask how I'm doing." Aunt May reprimanded, "Now clean up that glass before somebody cut's themselves on it." She ordered.

"Don't worry I'll have somebody do it." Melissa announced, "Abe," she said into an arm mounted radio attached to her blue jumpsuit, "We have a false alert, just Spiderman coming home, we do have some broken glass that needs clearing up though, send a team and tell them to sterilize the pieces."

"Sterilize?" Aunt May asked, "Are we in danger of a chemical attack?"

"None that SHIELD knows of." Melissa announced, "We just don't Spiderman's DNA falling into wrong hands. Now that you're here Mr. Parker I can begin outlining my offer."

"I told you this morning that I wasn't going to join your Avengers." Spiderman answered. "I also told you to leave me and my family alone."

"Funnily enough this agreement doesn't directly involve you, I just wanted you hear to prove that I am not pressuring your aunt into doing something she may regret later on or even worse put her in danger." Melissa explained.

"Funny," Spiderman mused, "with all the jack booted goons, blacked out cars and your power armour wearing fiancé who I used to cross swords with regularly it looks more like an abduction." He breathed deeply before saying. "What are you proposing?"

"Round the clock protection for your aunt before we can move her into the witness protection programme. I'm also suggesting that Ms. Watson enter the programme as well especially since her daughter just became one of the biggest crime lords on the Eastern Seaboard." Melissa announced. "Failing that we would like to set up a garrison for emergency response just in case they are attacked as well as fortifying the house."

"You never mentioned fortifying the house?" Aunt May gasped, "I don't have the money for that kind of renovation, I only volunteer I don't actually work anymore."

"Don't worry Ms. Parker SHIELD will provided the materials as well as install them. We plan on replacing the windows with bullet proof glass, fit a new alarm system that will trigger when surveillance detects any super-villains who enter hundred meter perimeter around the houses as well as a panic room designed to resist moat break ins for them to hide in if they are being targeted."

"I'm here I'll protect them if they are being targeted." Peter told her.

"Really because you Rouge's Gallery is quite extensive." Melissa announced. "Electro, Hydro Man, Scorpion, The Wrecking Crew, Screwball, Iguana. The list just goes on and on.

"And I can deal with them when they come." Peter announced.

"But what if they all come at once?" Melissa asked, "It's already started the Vulture already made a death threat against your aunt."

"You knew about that." Peter growled, he was beginning to get angry although the voice in the back of his head kept saying, "She's right what if they do all attack, or if we're being distracted by one and the others take Aunt May and Ms. Watson, maybe we should except their help."

"Sorry but I'm not going to accept your help." He eventually told Melissa bravely, "Not now, not ever." He added. "I know what your plan is, you're pretending to be my friend, help me out with some problems like Sawfish this morning or by protecting my aunt and in return you want a poster boy for your Avengers so people don't look at you and see the bad company you keep."

"But it's not your choice it's ours." Ms. Watson announced, "May it will be safer to go with these people then let Peter do all the heavy lifting, these people are trained for it."

"I'm sorry but I am going to go with Peter on this." Aunt May sighed, "But thank you for your offer." She told Melissa.

"At least take these." Melissa asked handing Peter a business card as well as two tiny discs. "They are remote alarms, your Aunt has one and you take the other. If she's in danger she rubs the sensor and it will alert you that's she's in trouble, it will also connects with the SHIELD security grid, if you can't respond we'll send a team to check it out and offer any assistance."

"What's in it for you?" Peter asked, "Maybe she genuinely cares, how much do we know about her anyway?" he thought as soon as the words left his lips.

"I presume you know of the assassin Lady Lotus?" Melissa asked, "A couple of years ago when Osborne was head of the Thunderbolts my mother was killed by Lotus. I tracked her down but never caught her although I got close and she leapt slip somebody had paid her to take out my mother. I never found out who but I had my suspicions. All this time I wondered how it would be different if I had been closer to her, if I could have checked to see if she was safe. Don't make my mistake Mr. Parker." She warned as she signalled to the agents to leave. "Thank you for the coffee." She told Aunt May as she walked out through the held open door and into the street.

"Well you could have been more polite." Ms. Watson announced, "She was just trying to protect us." She added standing up, "May as always it's nice seeing you, Peter as always it's not." She added before following Melissa out the door. Aunt May watched her leave before sighing, "She's taken the loss of Mary Jane very hard Peter, she doesn't mean it."

"I know Aunt May." Peter replied taking off his mask, "I just wish SHIELD would leave me some time to think. Between them, the villains who I have to face, worrying about Aunt May and Mayor Jameson's Spider Smear Campaign I haven't had any time to think about how I'm going to rescue Mary Jane."

"I'm going to head upstairs to get some rest." Aunt May told him as he thought, "Dinner is in the oven if you want any."

"Goodnight Aunt May." Peter replied as he rolled the two micro sensors in the palm of his hand. "I suppose it would be nice to know if your safe." He told himself as he put one disc on the table and the other below his right hand web shooter. "Aunt May I'm going out." He yelled up the stairs.

"That's nice Peter be careful." Aunt May replied as Peter walked into the kitchen and turned off the oven. The shards of glass were already cleaned up, evidence of how quick SHIELD worked, he doubted that they had been sterilized of though, the mutant spider DNA was too much of an asset to pass up. Spinning a line out of the house to the next building he left and headed towards the cool yellow glow of the New York skyline, the buildings already lit up with a myriad of lights. Swinging down the road he passed the two blacked out SHIELD vehicles heading in the same direction but paid them no further attention as he sped past.

Inside the second Jeep Melissa sat on the back seat next to Fixer, the later having waited outside surveying the house for any signs of trouble as well as taking measurements for any fortifications the Parker family decided they needed.

"Director the tracking signal is working fine, Spiderman is heading into the city, he fell for your sob story just like we figured he would." Fixer told Melissa

"The story is true, that's how I knew it would work." Melissa replied staring at the tablet showing a tiny red spider icon moving across a map of New York City. "Do we have audio?" she asked.

"No would have made the discs too bulky." Fixer announced, "Plus you made me rush them through development in only a few hours."

"It will have to do." Melissa sighed picking up a zip lock evidence bag filled with bloody shards of glass. "Do me a favour?" she asked, "Dispose of these." Fixer took the bag and placed a hand over the shards before blasting it with a radiation pulse, the blood vaporizing after only a few seconds. "Done." He lied as his onboard computers catalogued the DNA and stored it away.

"Good." Melissa answered, "I have a feeling we will have a need for Spiderman very soon." she added.

Next Issue Spiderman#02

Spiderman finds himself going face to face with a new enemy utilizing familiar technology. Unfortunately for Spiderman he's about to find out that there are worse people to say no to then SHIELD.