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Fanfic / Spider-Man: Downfall

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Set in an alternate Marvel Universe, Earth-763, and follows that world's Spider-Man as he is confronted by a series of brutal attacks on those he holds near and dear, and battles against a villain who knows who he is and uses that knowledge against him. It is a dark story to be sure, as we see Spider-Man be hit with the worst kind of tragedy and basically hit rock bottom as a result, then having to claw his way back out of the abyss as his enemy keeps up his attacks.


The story was originally called Spider-Man: The Dark Side and began as a little something that was thought up for personal fun a few years ago by the author, AzureSpider. The primary inspirations were 1) Comics that AzureSpider's then-friend had been doing at the time, 2) the game Spider-Man: Web of Shadows, and 3) just what AzureSpider wanted to see out of Spider-Man if it were up to him. Namely, same characters and universe, with the humor retained, but also darker, and with Spider-Man more flawed as a person, as opposed to the saintly image that some more modern comics would give. The original story was to be 24 or 26 chapters in length, or at the time, actual issues.

The original version was both horribly drawn and poorly-written. In need of serious condensing and polishing, AzureSpider and the aforementioned friend worked together to improve the story, spending the next year or so continually fine-tuning it. Though definitely a vast improvement, it was still a lot longer and weaker than what was ultimately written.


By Summer 2010, the project was nearly done. At his friend's insistence, AzureSpider made a few final changes, including giving the story its current name. The deal then was that the friend would draw the book, and then together they would put in the words as co-writers. Unfortunately, he never actually got around to drawing the thing, and thus the comic never saw the light of day.

But fate works in mysterious ways, as the comic not being made actually gave AzureSpider time to reexamine it and fine-tune it even further. Vowing to write it himself next Summer, he turned it into a traditional fan-fiction as opposed to a comic. AzureSpider's goal was to finish it by the end of last Summer, but instead, he got it half-finished. At the time it was two thirds done, before three more chapters were added.


The current iteration is two-thirds finished, and AzureSpider expects to have uploaded the last five chapters on Fan-Fiction.Net by Summer 2012.

As for the setting of the story, right from the get-go (though the actual idea was greatly refined later on along with everything else) AzureSpider decided that Earth-763 would be truly what he saw as "an ideal Marvel Universe" That ultimately translated into taking (in his opinion anyway) the best things about 616, the Ultimate Marvel Universe, other alternate realities, the movies, The Spectacular Spider-Man, and his own personal imagination, and put it all in the blender and see what came out.

So for example, like the movies, Ultimate Marvel U, and current 616, 763 is set squarely in modern times, but unlike 616 TIME actually passes. Certain stories from 616 history took place in his Marvel Universe, albeit slightly (or radically) differently then the way they happened origianlly. Costumes vary between being classic comic book looks, alternate comic looks, movie looks, or ones that he and his friend designed. While designs of the fan-made costumes do exist, they are not being released as AzureSpider would rather not get sued.

There are numerous other differences, but to list them all would be supremely tedious. Suffice to say, its a Marvel U that is quite similar to Earth 616, but different enough to stand on its own.

You can read the story here.

This story contains examples of:

  • Abnormal Ammo: Black Widow and the SHIELD agents sonic weapons count
  • Action Girl: Black Cat and Black Widow
  • Adaptation Distillation: One of the author's reasons for creating this story and Earth 763 as a whole
  • Alternate Continuity / Alternate Universe: This fan-fic takes place in the alternate Marvel Earth 763
  • Anti-Villain: Shocker is a Type I (for the most part), Curt Connors/Lizard is a Type II, and Venom is a Type III
  • The Atoner: Daniel Kingsly tries to be this but unfortunately gets murdered before he can divulge some crucial information. Of course, Spider-Man gets it not that long after...
  • Axe-Crazy: Carnage. In fact, one of his powers is turning his hands into axe-heads.
  • Back from the Dead: Gwen Stacy at the very end of the story, or so it appears...
  • Bad Ass Normal: Black Cat and Black Widow.
    • And Shocker as it turns out
  • Bad Boss:Hobgoblin epitomizes this. He considers the super-villains working for him to be expendable pawns, and his treatment towards his right-hand goon Ryan is not much better. It goes so far that when Ryan transforms into Hybrid, Hobgoblin admits that he had suspected what was going on with Ryan but kept quiet as he wanted to see how it would play out, content to let Ryan suffer from the adverse effects of two symbiotes taking control of him in the meantime.
  • Bald of Evil: Scorpion
  • Battle in the Rain: Spider-Man's final fight with The Hobgoblin
  • Berserk Button: Hobgoblin repeatedly throws Spidey into a greater state of rage by making callous comments about Mary Jane's death
  • Big Bad: Hobgoblin
  • Big Damn Heroes: Spider-Man's standard MO naturally. But the REAL Big Damn Heroes moment goes to Shocker when he takes down Hybrid, which Spider-Man failed to do twice, and also saving Spider-Man's life in the process
  • Bloodless Carnage: In, ironically, the Carnage chapter. While no secret is made of Carnage's viciousness, and how he has a tendency to leave massive amounts of destruction in his wake, we are spared any real gory details, although his prison break-out is a bit more graphic then the rest.
  • Body Double: Daniel Kingsly for his brother Roderick Kingsly
    • Also the robot Hobgoblin duplicate that is meant to distract Spider-Man while the real Hobgoblin goes after people Peter cares about.
  • Broad Strokes: The Fan-fic (and Earth 763 as a whole) draw inspiration and elements from 616, the ultimate Marvel Universe, the movies, and more
  • The Brute / Dumb Muscle: Ox, Rhino, the entire Wrecking Crew, and (arguably) Lizard and Hybrid
  • Building Swing: Spider-Man naturally
  • Butt-Monkey: Ryan is basically a villainous version of this. Over the course of the story he is nearly killed by Venom before being sent packing, gets soundly thrashed in his battle with Black Cat, and before that, was a verbal punching bag for his boss Hobgoblin. And then those symbiote strands take over, and suddenly, the tables appear to have turned...
    • Shocker is also this
  • The Cameo: Hobbie Brown and Glory Grant at Peter Parker's birthday party.
  • Canon Foreigner: Ryan
  • Chekhov's Gunman: Shocker, who had last been seen in Chapter 4, reappears in Chapter 13 where he winds up saving Spider-Man's life by taking down Hybrid
    • In the same chapter, Black Widow could be called this, given how her role up to Chapter 13 had been extremely minor before coming in with SHIELD reinforcements against Hybrid
  • Chest Insignia: Spider-Man, Daredevil, Venom, and Hybrid
  • Cold Sniper: Ryan, when he tries to kill Aunt May
  • Combat Tentacles: Carnage and Hybrid Its implied that Venom has these too
  • Comes Great Responsibility: Obviously Spider-Man upholds this as always. After Mary Jane's death he temporarily forsakes it, only to return to the fold.
  • Composite Character: Sort of. Ryan becomes Hybrid instead of Scott Washington, the 616 Hybrid
  • Cool Plane: Moon Knight's "moon-copter"
  • Cliffhanger: Many of the chapters, and the story as a whole end with these
  • Curb-Stomp Battle: There are several of these throughout the story:
    • Spidey's fight with Shocker and the Enforcers.
    • Carnage's fight with Spider-Man becomes this
    • After choosing to become Spider-Man again, Peter dishes out another curb-stomp battle, this one to the Wrecking Crew
    • Black Cat gives one to Ryan before he becomes Hybrid. Then the tables turn
    • Ryan as Hybrid delivers a particularly nasty curb-stomp battle to Spider-Man
    • Finally, at the end of the story, when Hobgoblin unmasks himself as Harry Osborn, Spider-Man snaps and his fight with Harry quickly devolves into this, with Spidey turning Harry into a living punching bag
  • Darker and Edgier: More or less what spawned the original idea for this story. Even now, in its MUCH refined and edited form, it still fits this.
  • Deadpan Snarker: Spider-Man, Black Cat, and Venom all have their moments.
  • Death by Adaptation: Mary Jane is murdered by Scorpion
  • Disney Villain Death: Harry/Hobgoblin, although its hard to say whether it was the bullets or the fall that killed him...
  • Distressed Damsel: Subverted. Black Cat leaps off a building, at first appearing to kill herself, rather then let Ryan and Hobgoblin use her as bait to lure Spider-Man into a trap.
  • The Dog Bites Back: Shocker, after being betrayed by Hobgoblin, later winds up taking down his upgraded Dragon Ryan, who was also the one who had shot Shocker earlier. Could also be an example of Laser-Guided Karma
  • The Dragon: Ryan to Hobgoblin. Becomes a considerably more dangerous dragon after becoming Hybrid
  • Dramatic Unmask: Hobgoblin does this at the end of Chapter 14, revealing his true identity as Harry Osborn
  • Drunk on the Dark Side: Ryan as Hybrid seems to become a mild case of this
  • Empowered Badass Normal: Ryan becomes this after turning into Hybrid. The Hybrid suit is actually compromised of rogue fragments of the Venom AND Carnage symbiotes. As Hybrid, he beats Spider-Man twice, curb-stomps Black Cat, and even takes down Black Widow backed up by a squad of SHIELD agents armed with sonic weaponry, although the latter did manage to hurt him a bit
  • Enemy Mine:Hating Carnage just as much as he does, Venom saves Spider-Man's life from the symbiote villain and then helps Spider-Man beat him.
    • Subverted later though, when Venom runs off instead of helping Spider-Man fight Hybrid, deciding that he has "a city to protect" but doesn't care about Spider-Man's fate.
  • Establishing Character Moment: Spider-Man's battle with Shocker and the Enforcers near the beginning of the story shows that he's still a total wise guy.
    • Hobgoblin's establishing bits, both when he's just an ambiguous foe hidden by the shadows, and when he fully reveals himself, make it pretty clear that he's not messing around.
    • Finally, Cletus Kassasdy is established quickly as a psychopath with a nihilistic world-view in the opening paragraphs of Chapter 3. The scenes right after just drive it home, with Carnage going on a murderous rampage that also leads to a mass prison break.
  • Even Evil Has Standards: Venom, though he hates Spider-Man as always, cares about the innocent and considers himself a protector of society. He saves Aunt May's life when Ryan tries to kill her and also bothers to warn Spider-Man later that a part of both his and Carnage's symbiotes have broken off and bonded to a host
    • He also saved Spider-Man's life from Carnage, and after Carnage was beaten, Venom decided not to try and kill him since he had helped to stop Carnage. Of course, he also states that he's been left weakened after both fighting Carnage and reabsorbing his symbiote, meaning that he might have still tried to kill Spider-Man if he was feeling stronger. But Spidey himself had been left pretty badly banged up from his fight with Carnage, so Venom probably would have been able to finish him anyway. So maybe his more altruistic reason was valid.
  • Evil All Along: Harry Osborn
  • Five-Man Band: The Marvel Knights, (VERY loosely)
    • The Leader: Moon Knight is the Type I leader of the team. The Hero would be Spider-Man, since he's the hero of the story
    • The Lancer: Daredevil, though honestly personality-wise, Spider-Man and Black Widow fit this role more
    • The Big Guy: Given his super-strength, Spider-Man is the closest thing the team has to one
    • The Smart Guy: They don't really have one, although Spider-Man is the science-loving one...
    • The Chick: Black Cat and Black Widow. The non-useless variety
  • Faux Affably Evil: Hobgoblin
  • For the Evulz: Carnage as always. Ryan seems to fit this too
  • Friendly Enemy: Venom and Spider-Man seem to have become this, though "friendly" might be a bit of an overstatement. Spider-Man and Black Cat as well, although to be fair, she had a Heel–Face Turn a long time ago.
  • Gentle Giant: The Thing
  • Green-Eyed Monster: Harry's jealously towards Peter for being favored by his father over him is implied to be part of his motivation for taking up arms against him as the Hobgoblin
    • The Lizard is a literal green-eyed monster. And green-skinned.
  • Gory Discretion Shot: Scorpion killing Mary Jane is not shown.
  • The Hero: Spider-Man
  • Heroic Blue Screen of Death: Spider-Man suffers this after Mary Jane's death
  • He's Back: The Hobgoblin, until it turns out to be Harry Osborn and not Roderick Kingsly back for blood
  • Hidden in Plain Sight: Hobgoblin exploits this to great effect by hiding his safe-house behind the main floor of the building he worked in as a fashion designer. Spider-Man ultimately figures this out and goes there, but a Hobgoblin has already anticipated this, cleared out, and rigged the place to blow.
  • I Have You Now, My Pretty: Ryan as Hybrid does this to Black Cat, stroking her face while she's restrained with his tendrils. Her response is to kick him in the stomach as hard as she possibly could.
  • I Shall Taunt You: Spider-Man uses this tactic against Shocker at the beginning of the story. Later suffers it multiple times from Hobgoblin, who repeatedly makes callous comments about Mary Jane's death and taunts him about it in the most sadistic ways possible
  • I Want My Beloved to Be Happy: Seems to be the main reason Black Cat helps Spider-Man so much throughout the course of the story. Of course as it turns out, she also still loves him...
  • If You Kill Him, You Will Be Just Like Him!: Seems to be part of Spider-Man's reason for not killing Harry/Hobgoblin
  • Idiot Ball: Spider-Man and Black Widow seem to think that SHIELD's holding this in Chapter 13. See Too Dumb to Live below.
    • The hospital doctors who didn't confiscate Shocker's gauntlets but dismantled them instead. Shocker even specefically says that they were idiots to do so.
  • Ineffectual Sympathetic Villain: Shocker, Goldbug, and possibly Vulture II (Blackie Drago). The Enforcers also seem to have become this for Spider-Man
  • Jerkass: Hobgoblin. He knew, or at the least suspected, what was happening to Ryan but kept quiet as he wanted to see how it would play out, having no problem letting his loyal lackey suffer in the meantime.
    • It is also implied that he knew Spider-Man would try to kill or at least seriously hurt Scorpion after he killed Mary Jane but this did not deter him or move him in the least as far as laying out his plans went.
    • Venom also gets a moment when despite Hybrid being made of fragments of both his symbiote and Carnages he chooses not to help Spider-Man, instead abandoning him and swinging off to "protect his city". OK, yes, Spider-Man had kind of been mouthy and rude, but the guy was under a lot of fear and stress, and not to mention that Venom is technically responsible for Hybrid's entire existence
  • Jerk with a Heart of Gold: J. Jonah Jameson and arguably Venom, although "heart of gold" may be a little kind, since he does leave Spider-Man on his own against Hybrid, a villain whose entire existence is kind of Venom's fault
  • Knight in Sour Armor: Spider-Man after Mary Jane's death
  • Kick the Dog: Hoboblin relishes in these, never passing up a single opportunity to do one. The prime ones would be constantly taunting Spider-Man about his wife's death and also later getting under Black Cat's skin and visibly enjoying it. And then watching her get brutally beaten by his lackey as well and not doing a thing to stop it...
  • Killed Mid-Sentence: Daniel Kingsly
  • Killed Off for Real: Mary Jane
    • The author has also made it very clear that for the most part in his Marvel Universe, DEAD IS DEAD.
  • Large Ham: J. Jonah Jameson big time.
    • Also The Hobgoblin from a certain point of view.
  • The Leader: Moon Knight is the Type I leader of the Marvel Knights, and is where the team gets its name from
  • Mood Whiplash: The first chapter of the story is purposefully made much more light, happy, and easy-going then the rest of the story, to emphasize the happiness that Spider-Man is going to lose as things progress. The end of the chapter is much more in line with the rest of the story's darker tone.
  • Mook–Face Turn: Shocker
  • My Greatest Failure: As always, Peter/Spider-Man considered Uncle Ben and Gwen Stacy's deaths to be this, but then after Mary Jane is killed he seems to think of her as this.
  • Neck Lift: Hybrid loves giving these. Spider-Man gives one to Shocker, when he mentions how he had had a part to play in Hobgoblin's schemes
  • No-Holds-Barred Beatdown: Spider-Man gets one of these from Carnage, and later gives one to Scorpion after he kills his wife
    • Hybrid gives two: first to Black Cat and later to Spider-Man
    • When Spider-Man learns who the Hobgoblin is, he dishes this out big-time.
  • No Indoor Voice: J. Jonah Jameson
  • Not-So-Harmless Villain: Shocker, and still recuperating from having been shot no less, takes down Hybrid by hitting him full blast with his shock gauntlets. And this was a guy who had already beaten Spider-Man twice, as well as Black Cat, Black Widow, and a whole squad of SHIELD agents armed with sonic weapons. Also counts as a Big Damn Heroes moment
  • Now You Tell Me: Spider-Man to Venom upon learning from him that rogue fragments of his and Carnage's symbiotes have broken off and bonded with a host
  • Pet the Dog: Believe it or not, Venom of all people has a couple of these. He he saves Spider-Man from Carnage, although that was likely just because he was going after Carnage and Spider-Man happened to be there, but an unambiguous pet the dog moment later occurs when he saves Aunt May's life. Yeah, you heard that right. Venom saves Aunt May's life
  • Psycho Electro: Electro of course.
  • Reasonable Authority Figure: Daredevil and Moon Knight, at least as much as two street-level vigilantes can be anyway.
  • The Reveal: Two: first that Hobgoblin is the mystery villain who has been scheming against Spider-Man this whole time, and then later how Harry Osborn is the Hobgoblin
  • Secret Identity: Most of the heroes in the story, as well as Hobgoblin
  • Shown Their Work: According to AzureSpider, his father helped him to make the story given by Daniel Kingsly regarding his trip to Florida and how he was mistaken for his brother Roderick much more believable and realistic.
    • The large number of shout-outs and references to Spider-Man's history and mythos, as well as the greater Marvel Universe in general, shows that he knows his stuff.
  • Shout-Out: The Carnage chapter is titled Maximum Carnage, named after the 90s Spider-Man crossover of the same name
    • When Spider-Man quits after Mary Jane's death and his disappearance becomes noticed by the criminal element, one crook's response to another's question of where Spider-Man is, is:
  • Shut Up, Hannibal!: A physical example. When Harry/Hobgoblin is taunting Spider-Man for not killing him, Spider-Man cuts him off with a punch across the face and then proceeds to tell him about why he won't kill him
  • The Sociopath: Hobgoblin is specifically referred to as "a sadistic sociopath" Ryan seems to fit this too, although he is called a "psychopath" by Hobgoblin.
    • Carnage is either this or a psychopath
  • Spider-Sense: Spider-Man. He is the trope-namer after all.
  • Terrible Trio: The Enforcers
  • Thou Shalt Not Kill: Black Cat urges an enraged Spider-Man not to kill Scorpion, but the arrival of The Hobgoblin interrupts Spider-Man's dilemma, leaving it ambiguous whether he would have listened or not.
  • Too Dumb to Live: Spider-Man and Black Widow seem to think of SHIELD this way, or at the very least, as holding the Idiot Ball. Considering what they were doing and also the organization's track-record with these sort of things, its maybe justified...
    • That being said, SHIELD did NOT decide to take any chances after Ryan gets his symbiote strands blasted off of him, and go out of their way to take him into custody so the symbiote strands will not seek him out again, or at least, will not be able to get to him
  • Too Good for This Sinful Earth: Peter seems to think of Mary Jane this way after she's killed by Scorpion
  • Took a Level in Badass: Ryan starts out as little more then an average goon. OK, so he survives an attack by Venom but he's shown to be nothing special and Black Cat downs him almost as easily as she would any other crook. But then those symbiote strands take over, and suddenly he can not only effortlessly beat Black Cat, but Spider-Man as well!
  • Took A Level In Jerk Ass: Spider-Man after Mary Jane's death, but it wears off in time
  • Villainous Crush: Hybrid has demonstrated this (kind of) to Black Cat. He even noted that "she had such pretty eyes".
  • Voice of the Legion: Hybrid is described as sounding like three people saying what he says at the exact same time in unison. This is likely due to being bonded with the fragments of two symbiotes By this logic, Venom and Carnage might have this too, although its never specified. Venom's voice is simply referred to as "dark-sounding"
  • Unwitting Pawn: Shocker, but its less that he doesn't know that he's being used and more that he doesn't want to be a pawn, but is forced to. His attempts to resist ultimately prove hazardous to his health
  • What Happened to the Mouse?: Venom doesn't show up again after chapter 12. And neither does Aunt May for that matter...
  • Would Hit a Girl: Ryan is shown to be completely willing to battle Black Cat, and as Hybrid beats her mercilessly. He is willing to rough up Black Widow too Scorpion also takes this to nightmarish lengths when he kills Mary Jane
  • Xanatos Gambit: Harry/Hobgoblin's final fight with Spider-Man turns out to be one of these in that no matter what, Spider-Man loses. If Harry goes to jail, he tells the authorities that Peter is Spider-Man, ending his super-hero career forever. If he goes to jail but escapes, he'll just come back haunt Peter, and if Peter kills him to stop him, then he will have been driven to kill. No matter what, Harry wins. Or would have, anyway, had Black Widow and SHIELD agents not killed him instead.
  • You Fight Like a Cow: Spider-Man as always, even after Mary Jane's death it is said that he still cracks one-liners, but they are more abusive in nature, and less playful.
  • You Have Outlived Your Usefulness: Hobgoblin has Shocker shot almost immediately after he fulfills his assigned task of inspecting Scorpion's new gadgets and weaponry. Of course, Hobgoblin's reason was really to keep Shocker from exposing his identity after Shocker tries to use the knowledge to blackmail him
    • Played a bit more straight in Scorpion's case, when after he kills Mary Jane and Spider-Man goes after him with a vengeance, Hobgoblin does not care in the least what happens to him, specifically referring to him as "just another pawn". And all pawns are expendable...
    • Furthermore, its actually implied that Hobgoblin was wholly aware of what would happen to Scorpion after he killed Mary Jane and yet was completely undeterred and uncaring.


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