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Summary: For her own protection, Mary-Jane must go to Sunnydale. But she's not going alone.

Categories Author Rating Chapters Words Recs Reviews Hits Published Updated Complete
Marvel Universe > Ultimate UniverseloyaleskamoeFR131330,99804718,51622 Jan 077 Jan 09No

Chapter One

Spider-Man and all affiliated characters are the property of Marvel Comics.  Buffy the Vampire Slayer and all affiliated characters are the property of Joss Whedon.

For USM, this story takes place after the Carnage story line. For BTVS, this takes place after the episode 'Conversations With Dead People.'


The time was right, he could feel it.  The city that oppressed him for so long, shall suffer his revenge!  He stood.  A figure of rage and hate.  Even now the people looked upon his visage with fear.  He opened his mouth and spoke mighty words.

"Flee!  Flee from the might of the Spot!" 

The people of Queens, New York stopped what they were doing to see who was speaking.  Then they laughed their heads off.  The Spot was dressed in an off-white leotard covered in black dots.  His mask was just one big black dot over his face.

The Spot sneered. "Laugh at me will you?  You'll soon see things in a different spot-light!"  It was too much and the people laughed even harder.  Several of them fell to their knees, they were laughing so hard.

"Gotta hand it to you Spotty," said a voice from above, "I've never seen a crook bring a city to it's knees so quickly." The Spot looked up at it's source.

"Spider-Man!" It was that accursed do-gooder!  He was perched on a flagpole.  The Spot clenched his fist and shook it spitefully. "You'll never defeat me!" 

"You don't really believe that, do you?" The teen hero asked, genuinely curious. "I mean, I've fought the Hulk.  What makes you think YOU can win?" 

The Spot smiled underneath his featureless mask.  The spider-oaf was in for a surprise.  He raised his hand before him and focused all his energies.

Spider-Man webbed that hand and pulled, jerking the Spot off the ground.  He then hopped off of the flagpole and and dangled across from the would-be villain.  

Spider-Man smirked underneath his mask.  This Spot guy was a total tool!

"Is this you're first time out as a super villain?" He asked, amused. "Because I gotta say, not exactly a "Spot-tacular" start." Spider-Man webbed his "foe", preventing him from moving too much.

The Spot opened his mouth to speak. "I..."

Spider-Man interrupted him. "Sorry.  That 'Spot-tacular' joke was pretty lame, I admit it.  But seriously:  The Spot?!  What in God's name were you thinking?" This was too funny for words.  He gave the Spot a little push, making him twirl.

The Spot opened his mouth to speak. "I..."

"Were all the other cool names taken?  Because 'The Spot' sounds like either a collie or an accident in your underoos."

The Spot opened his mouth to speak. "I..."

Having had enough of amateur night in super-villian land, Spidey webbed the Spot's mouth shut. 

"Whatever, I don't care." He glanced around to see what kind of damage was done.  Actually, everything looked pretty okay.  Spider-Man let go of the webbing and landed in front of one of the gathered onlookers.

"Hey, did this yahoo actually commit a crime?" He asked.

The onlooker shrugged. "Eh.  He calls himself 'The Spot.' He deserves to be hung from a flagpole."  

Spider-Man nodded.  Made sense to him.  He said his goodbyes to the crowd, and with one last salute to the Spot, he swung home.


'Crap, crap, crap, crap.  I'm gonna be late!' Peter Parker thought to himself as he changed out of his super-hero duds. 'Aunt May's gonna kill me!'  His aunt and Mary-Jane's mother had planned a little get together.  They said it was to show their support in Peter and MJ's burgeoning relationship, but the young couple had a sneaking suspicion that the old people just wanted to give them the sex talk.  

A horrible thought occurred to Peter while packed his costume and web-shooters into his backpack.  If they were indeed going to give them "The Talk", and he left Mary alone with them for too long, she may very well be the one delivering death instead of Aunt May.  Or worse.  She might cut him off!


Peter hightailed it to his house as fast as superhumanly possible (Which is pretty darn fast.) in an effort to prevent such a terrible outcome.  

He sighed in annoyance.  The two of them have been dating for a few months now, and their folks were only just now getting to the "The Talk"?  To be fair, Aunt May had tried before.  Just after he told Mary about his being Spider-Man.  That was embarrassing enough, did they really need to be coming at them from two sides?  

"Ugh!  I just hope they don't bring out a banana and a condom."  The visual on that alone was worth six months in therapy.  

All thoughts were driven forcibly from his mind when he arrived home, only to see the front door hanging on its hinges. 

"Aunt May!" Peter yelled as he ran inside. "Aunt May!" He called out again.  Peter went into the living room and saw them.  His aunt was dead.  She was on the floor by the dining room table, bleeding out from a chest wound.  There was a look of fear and pain on her face that will haunt him until the day he dies.  Mary's mother was laying by the the couch with an arrow through her neck.  

Tears streamed from Peter's eyes and his legs would no longer support him.  He fell to his knees in despair, dropping his backpack beside him.

'This is all my fault!'  He realized.

From above him, came a loud crash, followed by a terrified scream.  It was Mary-Jane!  Peter called out to his girlfriend and she responded in kind.

"Peter!  Help me!"  Mary-Jane begged desperately as he leapt up the stairs. "No!  Don't touch me!" She screamed to her unknown assailant.

Peter slammed into them with full force.  There were six men in total.  All of them dressed in robes and all of them armed with axes and bows.  One of them was holding Mary-Jane down with a dagger poised above her heart.  

"Get away from her!" Peter snarled, pulling the robed man off of the terrified girl.  

These bastards killed Aunt May!  She was the only mother he could remember, and they killed her!  Peter Parker didn't pull his punches.  He didn't see the sickening way a skull dented on impact, or hear the agonized screams of his foes as he broke them.  All he could see was the look on his aunt's face as she lay dead.  All he could hear was the pounding of his blood as he vented his grief and rage on their dying bodies.  He didn't stop when the last one fell.  He continued to hit the increasingly bloody man until he heard Mary-Jane's choking sob from behind him.

"Peter, please..." She was in the linen closet.  Blood had splattered on her face.

When he heard her voice, he seemed to come back to himself.  Peter turned away from the wet pulp that was once a face.

"Mary-Jane?" He asked, confused.  There was something wet on his hands.  He held them up to inspect them, then saw the brutalized bodies around him. "Oh no." The horrified young man shook his head in denial. "No.  I didn't do this.  This isn't blood on my hands." Mary-Jane crawled out of her hiding spot. 

"Peter..." she reached out to him, but he grabbed her shoulders before she could say anything more.

"Mary please tell me I didn't just kill these people!" He fell to his knees as if begging forgiveness. "Please," he whispered,"tell me it wasn't me."

Mary-Jane put her arms around him and held him tight. "You saved me." She said softly. "They were going to kill me, and you stopped them."

Peter Parker, aged 15, sobbed into her shoulder.  Lamenting the loss of an innocence he didn't even realize he had.


It wasn't long before more of the robed men showed up, taking the heartsick couple by surprise.  They stormed the house in numbers too great for even someone as powerful as Peter to fend off.  The teens retreated into Peter's room.

"Why?!" Peter demanded as he fought them. "Why did you do this to my life?!"

He received no answer.  The robed men just continued their silent assult.  It was time to go.  Peter grabbed Mary and jumped out his window.  They made their way to the warehouse.  It was the place they went to when they want to be alone.  Now, it's the only place they have.  Peter set MJ down and did a perimeter sweep.  By the time he was finished, the shock of the nights events had taken their tole on the girl.  He found her curled in a fetal position, crying her heart out.  

Peter wanted to comfort her, but he couldn't find the words.  All he could do was apologize for bringing this down on them. 

"I'm so sorry." He told her. "It's all my fault.  They must have found out I'm Spider-Man somehow.  Oh God, I'm sorry."

Mary-Jane wiped her eyes and looked at her boyfriend.

"What are we going to do?" She asked brokenly.

Peter considered their options. "We have to call Nick Fury.  He'll help us."

Mary-Jane nodded.  She shuddered as she remembered the robed men.

"Their faces.  Peter, how can they see?  Their eyes were stitched shut!  Oh God.  They're monsters!" Peter pulled held her close and she sobbed quietly into his chest. "Peter?" She asked after a few moments.


"Before, when they attacked the second time.  Why didn't your spider-sense go off?"

Peter blinked. "I... I don't know.  I didn't even think about it." His eyes widened in sudden realization. "I've been counting on my spider-sense to warn us if more of those guys attack!"

As if on cue, it happened.  The robed men came in through the doors, the sky light, everywhere.  Peter picked up a very, very, large iron beam. 

"If you don't leave, I'll kill you!" He threatened.  The men didn't seem to care.  Peter swung the beam as hard as he could, knocking many of them away.  The young man tried not to let the sound of the bodies hitting the walls and the floor affect him.  They were warned.   The beam left an avenue of escape and Peter took advantage of it.  He grabbed hold of Mary and ran as fast as he could.  Once they were outside, he ascended an office building and headed toward the Baxter Building.  Home of the fabled Fantastic Four.


Peter leapt from building to building.  They were almost there.  All of a sudden, Peter some kind of pull.  A summon, if you will, to head another direction.  He thought about resisting, but it wasn't all that strong.  In fact, It was more of a suggestion than a command.  He took a gamble and followed it. 

"What are you doing?" Mary-Jane yelled over the wind.

"I'm not sure." He yelled back. " But I think some-one's trying to contact us."


"What?  How?"

"Some kind of message in my head telling me to go in this direction."

"What if it's those guys?"

He shook his head. "I don't think so."

"Why not?"

Peter suddenly knew where they were headed.  It was as if he possessed the knowledge all along. 

"Because this is the way to Doctor Strange's house."


They landed on the roof.  The trip took longer than usual.  Peter left his web-shooters in his backpack back at the house.  He left everything back there and he knew what that meant.   The police will find them and his costume.  They'll find his equipment, his journal, and they'll know who he was.  It didn't matter.  He was never going back to that house, and he was never going to put that damn costume on again.  Spider-Man was as dead as the family he killed.  

Shaking his morose thoughts away for the moment, Peter looked around to make sure they were safe.  Seeing nothing strange, he grabbed Mary by the waist and hopped down the open skylight into the room below.

The place was dark.  It looked like no-one was home, but Peter's superior vision was able to make out some shapes.

"I don't suppose you brought a flashlight." MJ asked after a couple of minutes went by. "I can't see anything.  Are you sure this place is safe?"

He wasn't, but it's not like he's about to tell her that. 

"Yeah.  I can see a little.  This must be Doctor Strange's library or Inner Sanctum, or something."

The lights turned on and Peter winced at the sudden brightness.  

"This was actually his father's study." The speaker, a bald asian man in his late thirties, stood at the doorway. "The books contained in here are much too powerful for a relative novice such as Stephen." He bowed deeply. "I am Wong.  Advisor and servant to the Sorcerer Supreme.  Forgive the rude greeting.  It was not my intention to keep you waiting, but the summoning spell required more concentration than anticipated."

Peter looked at the man. "I remember you.  You took off my mask." He said in a tone that clearly stated he was still sore about it. 

Wong chuckled a bit, then inclined his head respectfully. 

"Only to save your life." He looked Peter in the eye. "Just as I have done tonight."

"What do you mean?" Mary-Jane asked, half-hidden behind her super powered boyfriend.  If there was one thing she learned from Jet Li movies, it's that you shouldn't trust bald asian men who seem perfectly harmless.  It was silly of course.  She knew who Wong was from the Dr. Strange A&E special.  But her whole life was ruined a little while ago, so she wasn't exactly running on all cylinders.  

"Noble as they are, the Fantastic Four would not be able to protect you.  The wards on this place will.  For a time.  Long enough for me to tell you why this is happening."

Wong brought them into a dinning room of some kind and asked them to sit.  Once they were seated, he served a very soothing herbal tea.  And after that, he began to talk.

"There is a legend that tells of the Slayer.  Into every generation she is born.  One girl, in all the world, a chosen one.  She alone will have the strength and skills to hunt the vampires, demons, and the forces of darkness.  She is the Slayer." 

Peter asked what that had to do with anything.

"What the legend doesn't tell you is that she is chosen from a vast number of girls who have the potential to be the Slayer." He looked directly at Mary-Jane. "You Ms. Watson, are one of these girls."

She spilt her tea, stunned. "What?  No, I don't have any strength or skills or anything!  I had nightmares for a week when Peter first told me about vampires."

Her boyfriend gave her a stricken look. 

"I didn't know that."

She shrugged. "It wasn't important."  

Wong stroked his chin in a thoughtful manner. "Forgive me for asking, but in these dreams, were you fighting them?  The vampires?" The stunned expression on the scared girl's face gave Wong all the answer he needed and he continued his narrative. "It is part of the Slayer's heritage, these dreams.  They show her the way a Slayer lives..."  He paused, looking for the right words.

Mary-Jane found them."...and how she dies.  Right?  That's what you didn't want to say.  That I'm going to die." She glared at him from across the table.  

Wong nodded. "If you are chosen, then yes."

Nobody spoke, filling the room with an oppressive silence as Mary-Jane absorbed this terrifying new information. 

That silence was broken when Peter slammed his knuckles into the table, breaking that also. 

"NO!  That's not going to happen!" He turned a furious gaze on Wong. "You're going to fix it!  Change her back!  Make her like she was!"

The manservant shook his head sadly. "I cannot change the way a person is born."

Peter's fist shook.  This wasn't happening!  First his parents, then Uncle Ben, Gwen, Aunt May, and now Mary-Jane?!  Before he realized it, Peter was yelling at the top of his lungs and holding Wong by the throat against the wall. 

"PETER!  STOP IT!" Mary-Jane grabbed his shoulders in an attempt to pull him off their benefactor. "You're going to kill him!"  

He shoved her away unthinkingly, causing her to hit her head against the broken table .  She cried out in pain, and when the anguished teen realized what happened, Wong took advantage of the distraction to break free of Peter's powerful grip.  He muttered an incantation, turning the world dark.
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