Chapter 1 – Prologue

Author's note: My first Earth 616 story, at last! Remember constructive criticism is welcomed, unnecessary hate is NOT! So enjoy!

The Baxter Building was the home to the world's first family of superheroes and has been treated as a monument for all of New York. To see it reduced to rubble was a shocking blow to the citizens who were unfortunate enough to witness an explosion and a horde of screaming emitting from the building as authorities arrived to help any wounded and put out the fires from whatever caused this disaster.

Not far away from the rubble of the former building was a male in a white and black uniform with a symbol of a spider covering most of his body. At first it would appear to be Anti-Venom, but if you were to look closer the figure's skin was smoother and there was no tongue or any fangs on the head. Various cuts and blood stains were on the outfit and the pain in the man's body throbbed as he increased his velocity.

"Please God, please tell me they're still alive and don't let this be what I think it is!" Spider-Man desperately pleaded as he approached the street and landed on a nearby rooftop as he gazed in horror at what lay down the road. The former home of the Fantastic Four and Future Foundation had been destroyed and was piled in a pile of stone, glass and steel. The Avengers, Police, Ambulances and Fire dept. were all there trying to get everything under control and find the missing heroes.

"No" Spider-Man leapt of the building and web zipped over to where Captain America was standing "Captain!" Steve turned to face the wall crawler approaching him worried about what he would say once he saw what had become of the family "What happened?"

"Spider-Man maybe we should..."

"WHAT HAPPENED?!?!" Nearly everyone jumped at the heroes demand, but the Captain held his ground. Before he could reply a faint voice emerged from the centre of the rubble. "Spidey?"

Hearing and recognising that voice the spider ran past the Captain and made his way past other heroes only to have his breath stolen once more.

In the middle of the rubble were the dead bodies of Mr. Fantastic and Invisible Woman holding their children close to them who were also, unfortunately, robbed of life. The Thing, a fellow New Avenger, was motionless with blood coming out of the cracks between his rocky skin. All members of the future foundation and Fantastic Four were gone, but some medics were near the only one who still had a chance, the recently revived Human Torch.

Spider-Man sprinted towards his brother as the medics tried to keep him away, though the Torch demanded to speak with him, so one medic stayed to try and keep helping him while Spidey knelt to the other side of his best friend who tried to let out a chuckle "Ironic huh?....I J-Just came back....only to be put d-down....j-just my l-luck huh?"

This caused Spider-Man to snap "FOR F***'S SAKE DON'T JOKE ABOUT IT YOU'RE DYING FOR CRYING OUT  LOUD!" The Torch's smile dropped as Spidey lowered his head and started to whimper "I'm sorry bro...I could have saved you guys, if the Fearsome Four hadn't of distracted me I could've..."

The Human Torch wrapped his only moving hand around the webhead's wrist causing him to stare at his dying friend. "H-hey c'mon...y-you saved those people...that's w-what matters."

"But I couldn't save you guys in time. I'm so sorry bro."

"Webs....r-remember when I s-said you had my p-place on our t-team?" His voice was getting weaker and he was starting to have trouble breathing but he kept going "W-well....I want you to do s-something for me.........I w-ant you to m-make a new team.....l-like the one y-you were p-part of years ago."

Spider-Man's eyes widened at this request "Johnny you know I can't do that you guys meant....mean everything to me, like a family I never had. I would never leach off your success."

"Y-You won't be....I told c-cap already....h-he's okay w-with it as long a-as you are.....the o-others had always c-considered you as f-family." Spider-Man's tears were hidden from the surrounding people by his mask, but his shaking hands and lowered head could clearly show his feelings right now. The medic had backed off knowing there was nothing they could do to save him.

"Please P-Pete....d-do it f-for us...."

Spidey looked at the bodies of the fallen legends, all the memories he had with them came at him at full force like a ton of bricks falling on top of him. Franklin and Valeria were with their parents, two innocent children...murdered. The sick monster that killed them would not be forgiven. Some of the inventions and technological creations that Peter and Reed would have studied with will never be used again.

These people were Pete's family and his dying brother was asking him to carry on their legacy. They had accepted him into the Future Foundation and the Fantastic Four. He would have done anything for them, and now he was about to make the biggest promise he could make to his best friend.

"Okay...I'll do it. For you and them Johnny." He embraced the torch in a hug without hurting him as Johnny Storm muttered his final words. "Thank you Pete.....Y-You're...the b-best friend....I.....ever.....h-ad........" his body went limp as Spider-Man laid him on the ground and started to sob before slamming his fist into the ground.

"NOOOOOOOOOOOOOOOOOOOOOOOOOO!"

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Flying over the ocean and watching the news on this tragedy was the one responsible for it. His plan had worked and his enemies were no more. After all these years, he had finally out them in their rightful place. He had teleported back to the ship before they were stripped of life and now was watching the cities reactions at the marvellous feat he accomplished.

Victor couldn't contain his smile "I never do enjoy killing families or children, but I'm so glad that I made an exception." He turned to his drones and stood tall and proud. "It was an honour working with you Richards, but now my life's greatest mistake has been fixed. Operation: Circuit shall begin anew and soon I shall claim what is rightfully mine."

The armoured genius faced the sky through the window and let out an evil laugh feeling freed of his greatest foes.

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1 Week Later

The funeral wasn't easy one bit. Having lost far too many people in his life already, Peter just wanted to be alone for a bit. The former site of the Baxter Building had been turned into a memorial garden for the fallen heroes and the Avengers had paid a visit there to pay their respects. Spider-Man looked at the statue that had been built in honour of them. He was in his costume unlike most heroes whose identities were publically known, they were wearing suits and dresses.

A new Avenger named Zoness approached Spider-Man in hopes of lifting his spirits. "Hey Spidey" the webhead turned to face him "I'm really sorry about this, I know it must be difficult for you".

Parker simply patted Zoness on the back, he was also in his costume and had arrived to pay tribute to the Fantastic 4 "It's fine, I'm used to people I care about being taken from me."

"C'mon buddy, death is part of life we can't change that." This simply caused the web-head to turn away from him, but Zoness was curious "You are going to make a new Fantastic Four like you promised right?"

"Look kid I..."

"Think about it. You are still technically a member of the Future Foundation and the Human Torch wanted you to so there's no reason why you can't."

"It's not that I'm worried of. It's what other people would think; they'd probably think I'm leaching off their success."

A new voice joined in the conversation "I don't think you will be..." both Spidey and Zoness turned to Captain America who approached them "...and the other heroes are okay with it. The Torch asked me before you arrived, he thought it could be a subgroup of four Avengers for special missions. We won't make you do it if you don't want to, but you did promise Johnny and it is ultimately YOUR decision."

With the Torch's last words ringing in his head the arachnid rose his head and faced the captain "Well first I'm going to have to find three other heroes to join and I think I have an idea of my first recruit."

Captain America rose his brow in curiosity "And who might that be son?" Spider-Man placed his arm around Zoness and patted his arm "Well rather than have a hothead, I think it would be better if I had someone who kept their cool both in conversations and in battle. So why not our water boy here?"

Zoness turned to Spider-Man in surprise "You want me to join?"

"Yeah, I mean you are an elemental hero who can put out fires and take out any type of enemy if you continue your training and having an Omega Level Threat on the team, especially one who has control over his yet-to-develop abilities, has potential firepower we can use."

Zoness saw the point, he couldn't perform Omega Level Threat moves yet with his limited training and he knew that Spidey was a responsible person who could help train him "Uhh...yeah sure! As long as the Captain is okay with it."

Captain America gave a simple nod "I'm okay with that, I know you'll be great under Spider-Man's watch." He then turned to the wallcrawler "I leave you two to talk about this, come get me if you need any advice" the cap then turned away and rejoined the rest of the Avengers.

"So webs, who else is gonna join?"

Spider-Man thought over the previous members of the New Fantastic Four "well Ghost Rider hasn't been seen in a while and I doubt that Hulk will want to rejoin, so I guess I can convince Luke Cage if me and Wolverine could drop out of the New Avengers. As for a fourth member....we'll have to go over it."

They turned to all the Avengers present at the service "better go get some popcorn, these auditions are gonna take a while."