Meanwhile Spider-man tries to escape.

Below the ruins of the city, in the grime of the sewers was Spider-man. When the hordes began their attack his spider-sense flared up worse then ever and when the news reported his friends and fellow avengers being monserous abominations of them selves he knew he had to get out of the city and find help. "Well tiger looks like you can actually thank the lizard for all the times you fought him down here." MJ spoke as she walked along in the grime below.

"Yeah just great but did it have to be the sewers we ran into Spider." the black cat whinned behind. Peter had run into the two during the chaos and not wanting to lose any of his friends he grabbed them and brought them down here.

"It's the only place I could think of that we could easily use to escape anyone who attacks us down here, alright." the web swinger said frustrated over all the damage and being unable to help his friends.

"It's alright, let's just..." Mj paused as she stopped to listen. "Do you guys hear something?"

"Yeah sounds like it's coming from up top." cat chimmed in. "Sounds like a ship actually."

"A ship?" quickly spider-ma crawled up the ladder and lifted the man-hole up a bit allowing him to see the transformed Ms. Marvel latch onto the fantastic fours ship. "It's the FF their under attack." Not even thinking he reached into his belt, tossing down a spider-tracer. "You two keep going all the way down then take a right when you reach the end that'll get you out of here, I'll.... I'll find you later."

"Wait Peter what do you..." but MJ was cut off as Spider-man crawled out to assist his friends.

*

"Jeez Carol sure put on some weight." the Thing spoke as he tried to shake her off the ship but having no such luck with the controls as she continued to claw her way into the ship.

"You four will make such excellent treats for my babbies maybe you'll be lucky and they'll keep you as a pet." she laughed as she tore away a chunk of the top, but before she could grab someone, she was quickly thrown off the ship.

"Now I know the city is a mess but that doesn't mean we can go clawing our way into other peoples things." Spider-man spoke as he kicked warbeast off the ship.

"Spider-man what are you doing here?" Sue asked releaved that someone survived.

"No time to explain you guys get out of here now."

"But what about you?" Johnny asked.

"I'll keep Carol busy now go I'm sure you guys can find a cure for this thing." Peter spoke as her shot another web swinging down to Warbeast.

*

"Ughhh what hit me." Warbeast growled as she got up shaking her head quickly only to be hit in the head by anothe kick from the wallcrawler.

"Carol I gotta say this new look is just not working out for you." the hero said as he flipped off the women landing a few feet back.

"Well perhaps you'll be looking at it a little different after you get a taste Peter." A smile appearing on the womans face that sent shivers down the man's spine. Though she had changed her feelings for the web head had only grown, she had hoped that she would be the one who found him, knowing a lot of the other women agreed that he was just to cute. "I'm gonna enjoy fucking you peter."

"And here I thought we agreed to just be friends." Peter said as he shoot web blasts at the moster as she charged at him.

Spider-Man looked over his shoulder as the Fantastic Four flew off and away from the city, smiling in his mask knowing they were safe for now. Him on the other hand...

"YOU SPOILED MY LUNCH SPIDER!" Roared Warbeast as she flew towards the wall-crawler, her claws out stretched as she lunged at him only to grab at air as he summersaulted over her head and perched over a street lamp. "Kitchen's closed Miss Marvel, no spider tempoora for you today."

They continued to play cat-and-mouse as Spiderman bought time for his friends, he was able to keep one step ahead of the monster in front of him thanks to his agility and spider sense. "Too bad we didn't find you earlier Spider... would have loved screwing you like a prized horse." Smirked the Abomination as she starting pawing at her cleavage.

"Sounds fun if it weren't for the fact crush my hip bones in the process." Suddenly his spider sense flared off like a fog horn in his head, something big was coming.

A form swung in before landing on the wall of a high rise building besides the two, the momentum alone caused the creature to leave six long claw marks as it screeched to a stop.

"Well, well, well I though I heard someone having fun." Purred the Abominated Spider-Woman as she stared down at Warbeast, her fangs showing as she smiled. "Having trouble with the little spider Warbeast?"

*

"I hope Pete knows what he's doing, this is getting way out of hand." Worried MJ as she and Black Cat made their way through the sewers, following Spider-Man's directions.

"Hey you and I both know he's gonna make it, he's got something those freaks never had." Said Felicia as she place a hand on the red head's shoulder, sharing a smile with the woman as she knew what she was talking about.

"Luck."

Moving forward they spotted a light ahead, running forward they found themselves at a drain exit out to the bay outside the city.

"We made it, now we got to wait for Peter, I hope he's ok."

*

"Damn my luck!" Groaned Spider-Man as he was getting dizzy keeping out of claws reach of the two monster women, darting and leaping from building to building as they chased him.

"Time to lose them and meet up with the MJ and Felicia." Just he was going to make a sharp turn and disappear, Warbeast burst out from the wall and body tackled Spider Man.

"I GOT YOU NOW!" Snarled the she beast as she landed on her feet, creating a small crater from the impact. "Damn that chase made me hot, and guess who's putting out the fire?"