Disclaimer: This is your ordinary disclaimer. Batman and all of his characters belong to DC Comics, while Spider-Man and his fellow characters belong to Disney and Marvel. I do not in any way own any of the characters used in this story.

Chapter 1: Scales and Poison

Madame Web sat in her usual throne-like chair. The chair had a spider theme to it, just like her red robe with a white arachnid design that ran all the way to her feet.

"It's time for you to face new challenges, according to the Beyonder. He has more tests for you."

She was telepathically communicating with him. Neither of them had any awareness of their current surroundings, simply just the never ending darkness around them.

He looked right at her. "New tests? Didn't I prove myself to him already?"

"Of course you did. But Spider-Man, when will you learn that these tests go beyond just you?"

Spider-Man usually had wisecracks to make with every reply, but not when it came to Madame Web. He respected Madame Web and took her too seriously. However, his nature sometimes got the best of him.

"Beyond just me? Sounds like a bad pun." He said with a smile under his mask.

Madame Web flashed one of her rarely seen sly smiles. Spider-Man got more smiles out of her than anyone. He wasn't sure if she was smirking at his stupidity, cuteness or if she just simply found him hilarious. The latter was very, very unlikely.

"What was your first test about, dear boy?"

Peter Parker shrugged his shoulders. "The eternal struggle between good and evil? Or maybe the Beyonder just likes to see heroes and villains battle it out."

"Your first answer was correct. Now the Beyonder wants to see if the struggle is the same between different dimensions."

"Different dimensions? You mean that I get to meet the other Spidermen again?"

"No, no. You are going to encounter some new..." She paused. "Friends."

"That pause scares me. Madame Web, you don't pause for dramatic effect for no reason."

She gave him another one of her smiles. "How right you are. Goodbye, Spider-Man. And good luck."

Immediately, Spidey snapped back to reality. However, it wasn't the reality he was previously in. Before communicating with Madame Web, he was on the rooftop of The Daily Bugle ready to sell new Spider-Man pictures to J. Jonah Jameson. But now, he was in a large and completely empty white room.

"Already? Didn't even give me time to get ready. You're lucky I brought plenty of web fluid." Peter was unsure if the Beyonder could hear him, but he thought he'd give it a try anyways.

In front of him was a solid white door with sign above it that said 'this way' with an arrow pointing downwards. Spider-Man slowly walked towards the door, asking a sarcastic question in his head along the way.


He paused between words as he looked around the room, hoping to find something else. After reaching the door, he turned the doorknob and pulled the door open. Strangely, the Beyonder's familiar voice echoed inside of his head.

"This is Killer Croc. Kill or incapacitate him, or simply survive long enough to move on. Good luck."

Spidey noticed a giant crocodile-human looking creature in front of him. His green scaly muscles were bulging. It was another rather empty room, with some metal support beams randomly lying on the ground. There were also some more support beams attached from wall-to-wall above them.

Spider-Man stared straight up at him. "Nice to see that other dimensions have their own version of The Lizard."

"Who are you?" The deep gravelly voice asked.

Peter gulped. "The Amazing Spider-Man?"

The crocodile flashed his large, sharpy, white teeth. "I was told to kill you."

Killer Croc swung his arm at Spider-Man, who's spider sense allowed him to simply roll under it.

Killer Croc turned slightly to face him. "You're fast."

"And you're slow." Spider-Man shot web at the monster's eyes.

Croc screamed in pain as he clawed at his eyes to remove the webbing. Spider-Man shot some web up at the ceiling and swung towards the creature's head, kicking him at full force. However, Killer Croc barely moved, stopping the Wall Crawler in his tracks. Croc reached up, still half blind, and grabbed Spider-Man. Instinctively, he angrily threw him across the room into a wall.

Killer Croc had finally removed the webbing from his eyes and charged at Spider-Man. The Web-Head quickly hoisted himself up to the support beams above. Croc reactively grabbed one of the beams on the ground and tossed it towards Spider-Man. Spidey watched as it missed, denting one of the ceiling beams and falling back to the ground.

"You missed. Alligators aren't very good at throwing things, are they?" Spider-Man mocked him.

Croc roared as he threw another beam, this time knocking off several of the ceiling beams. The vibration caused Spider-Man to lose his balance and fall, but he fired webbing upwards and quickly recovered, hanging upside-down as he stared at Croc.

Spidey poked at Killer Croc some more. "How's it hanging?"

Croc picked up another beam, but this time didn't throw it.

"PiƱata time!" Croc shouted as he swung the beam at Peter.

Spider-Man let go of his webbing and dropped to the ground. As Killer Croc followed through with his swing, Spider-Man began to unload his webbing on the creature's legs. Croc still stood, but was now unable to move. He began to try and break free.

The Wall Crawler readied himself to attack some more, but then his spider sense started going crazy. He looked around quickly, but then felt himself begin to freefall as the floor beneath him disappeared. Peter and Croc both fell into a running stream of water in a sewer like tunnel. Several of the beams fell on top of Killer Croc, and he was nowhere to be seen as Peter quickly attached himself to one of the walls.

Giant crocodile and water. This is bad.

Spider-Man briefly looked around for Killer Croc before beginning to crawl down the tunnel, following the flowing water since he knew it had to end somewhere. Then, he saw some bubbles in the water. His spider sense flashed as Killer Croc emerged from the water, jumping right at him. Spidey flipped over Killer Croc, clinging to the other side of the tunnel as the monster bounced off of the wall.

Croc fell back into the stream, splashing water everywhere. The water hit Spidey and the wall he was hanging on, causing him to lose his grip and fall into the water.

I need to get out of this water. I'm helpless in here.

Spider-Man struggled to get his head back above the water as the current pulled him. He reached a hand out to attach it back to the wall, but then was pulled back under the water by Killer Croc. He felt Croc begin to squeeze him as he wiggled to escape his grasp. However, Peter couldn't do it. He was stuck.

Luckily, the two of them reached the end of the tunnel as they were dumped into another room. Spidey slipped from Croc's grip as he rolled several feet away. Spider-Man breathed deeply as he got back to his feet. The floor was wet, but had several grates in it for the water to escape.

"Well, it's nice to finally have some company."

Spider-Man looked up to see a man wearing a black mask over his mouth, altering his voice to sound somewhat robotic.

The Beyonder's voice entered Peter's head again. "This is Bane."

Spider-Man noticed Killer Croc begin to stand as he asked Bane a question. "And what are your powers, Mr. Bane?"

"Powers? I do not wield any powers. I am just the perfect human being." He remarked.

"So then why do you hide behind a mask?"

"That is none of your business, Spider-Man." Bane answered.

"Were you told to squash this bug too?" Croc asked.

He let out a laugh. "I was told to squash both of you. And so I shall."

Bane walked towards Killer Croc slowly, since he was the closer of the two. Croc flashed his white teeth again as he swung his fist at Bane. Quickly, Bane lifted his left hand and caught Croc's punch, twisting his arm until he was on his knees. He then took his right hand and delivered a powerful blow to Killer Croc's skull, knocking him to the ground.

Bane then turned to Peter. "Your turn, Spider-Man."

Are you kidding me? I thought the crocodile was strong.

Spidey quickly unloaded some web in Bane's direction. It wrapped around the masked man's upper body, but his legs kept moving.

"Are you going to fight me with no arms?" Spidey asked Bane.

Bane giggled as he approached before quickly ripping his arms out of the webbing. Peter knew his limits, so he quickly returned to the ceiling. Shortly after, he noticed that the support beams from the previous room had come clanking into the room.

Bane looked up at him. "The Beyonder mentioned you might try to do that."

"Now he's giving you tips?" Spider-Man asked.

"Not just tips." Bane pulled out a small metal container from his pocket.

"What's that?"

"You see, I used to pump venom into my body to give myself extraordinary strength. I swore I'd never do that again. However, the Beyonder has supplied me with a new venom."

Bane opened the container, allowing an all-too-familiar black symbiote to bond with him.

Spider-Man was shocked. "Are you kidding me? I swear the Beyonder wants me to die. He keeps bringing this symbiote back."

Bane now resembled one of Spidey's greatest foes, Venom. He was covered in the black symbiote with a white symbol of his mask covering his chest. In fact, he looked exactly like Venom.

Bane launched several strands of web at Spider-Man, putting holes in the ceiling as Spidey dodged them. Spider-Man shot web at Bane, launching himself right at his enemy. Peter again did his double kick move, doing a back-flip after contact to land back on his feet. Bane stumbled backwards, but then fired a shot of web at Spider-Man. Spidey went flying across the room, into the wall, as the web held him hostage against the wet wall.

"This new power is incredible." His robotic voice was gone.

He marched towards Peter.

"Are you stuck? Do you need a hand getting down?" Bane asked.

Spider-Man noticed Killer Croc beginning to slowly get back to his feet.

"The Beyonder is a very interesting being. I hope to possess his power one day. For now, this venom will do."

Spider-Man hopelessly tried to free himself. "Dr. Doom tried that once. It didn't go so well."

"Dr. Doom? I do not know of this doctor. However, I doubt his power was as great as mine."

Killer Croc groggily began to move towards them. Bane had stopped right in front of Spidey. He pulled his fist back and punched Spider-Man right in the stomach.

Bane snarled at Spider-Man. "What are your thoughts on the topic?"

Spider-Man took a moment to answer. "Maybe?"

"Wrong answer." Bane pulled his arm back to hit Spider-Man again.

Killer Croc quickly knocked Bane aside. As Croc chased after Venom-Bane, Spider-Man felt the webbing around him begin to loosen from the wet wall. He wriggled until he was finally free. Quickly, he returned to the ceiling again, allowing the two monsters to battle it out. Peter normally wasn't a coward, but these two creatures were simply monsters. The two muscle giants exchanged blows as Peter ran some thoughts through his head.

Why am I here? Who are these people? Where am I going from here?

All were questions that couldn't be answered. The Beyonder was the only one with answers, but Spider-Man hadn't even seen him yet. He had only heard his voice introduce these creatures.

"You cannot stop me. I am too strong for all." Bane said as Killer Croc feebly tried to fight him off.

Bane delivered a kick to Croc's chest, sending him flying backwards.

"And you!" Bane snapped his attention to Spider-Man. "No more hiding."

He fired a quick strand of web at Spider-Man. This time, Spidey couldn't dodge it as he caught him in the chest. It was much harder to dodge when his spider sense didn't work, which was useless against the symbiote. Bane pulled him from the ceiling towards him, delivering a right elbow to Peter's chin upon impact. After letting out a roar of dominance, Bane slowly stepped towards the wounded Spider, who was laying near the metal support beams.

"You're not as tough as I thought. The Bat puts up a better fight than you do, and he is a mere human."

The Bat?

Spider-Man pushed himself onto one knee, watching as Bane leisurely approached. Under his mask, Peter licked his bleeding lip clean. Feebly, Spidey fired webbing at his enemy to try and slow him down. Venom-Bane simply absorbed the attacks, remaining completely unaffected.

"Time for me to finish you." Bane said as he stood above Spider-Man.

He extended his webbing to grab one of the support beams, pulling it into his grip. Spidey quickly got to his feet and rolled off to the side.

Bane still slowly chased after him. "There is no use in running, Spider-Man. Your fate is inevitable."

I know exactly what to do.

Peter walked over by the other fallen support beams.

"Bring it, lucha libre." He said confidently.

The Venomous Bane flashed a smile has he swung the beam at Spider-Man. Quickly, Peter rolled out of the way, forcing Bane to strike one of the other beams laying on the ground. The vibrations from the impact surged through the beam all the way into Bane's hands.

"Ah!" He screamed in pain as the symbiote quickly left his body and scurried away.

Spidey took advantage of Bane's weakened state, quickly picking up one of the beams and swinging it with full force. Bane flew backwards, landing hard on his back. After waiting several seconds and realizing that he wasn't moving, Spider-Man carefully checked his pulse. Bane was definitely knocked unconscious.

"Home," Peter took a deep breath, "run."

He then glanced over and noticed Killer Croc still hadn't moved. All of the sudden, the symbiote crawled up Peter's leg and attached itself to him, turning his outfit into the black spider suit.

Normally I would be freaking out right now, but I might need you if I'm going to survive this labyrinth. So for now, you're my ally.

"They're both incapacitated. Time for me to move on, Mr. Beyonder."

The Beyonder immediately answered. "Turn around."

The Wall Crawler turned around to find another door similar to the one in the first room. Peter did a few quick stretches for his own amusement before deciding it was time to move on.