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When I leave, I feel dirty. I need to get up the rooftops. Get the stench of this place of me. I need to fly.
— Spider-Man

This version of Spider-Man, real name Peter Parker, is from Marvel Comic's Noir continuity, which reimagines the iconic Marvel superheroes as film noir and pulp fiction heroes. Unlike his counterpart from the main continuity, this Spider-Man is not above using firearms and is willing to kill his enemies if neeced.

Peter was raised under the wing of his social activist Aunt and Uncle, May and Ben Parker, during the Great Depression in New York. When Uncle Ben organized a strike in protest of the big business sweatshops, he crossed with the criminal mastermind Norman "The Goblin" Osborn, who had him brutally mutilated, partially devoured and killed by Adrian "Vulture" Toomes, one of his henchmen, leaving the corpse for Peter to find.

Instead of breaking them, Ben's death only drove Peter and May to fight social injustice harder, eventually leading to a confrontation with the Enforcers, forcing Daily Bugle reporter Ben Urich to step in and rescue them. Urich took Peter under his wing, and through him, Peter discovered much about the seedy New York underground. After Peter mistakenly receives a tip-off meant for Urich, the young man ventures to a warehouse where the Goblin’s men are unloading a shipment of stolen antiques.

A particular antique – a spider statue – breaks open and releases a horde of spiders. One of the spiders bites Peter, causing him to pass out and dream of a spider god. After waking up, Peter discovered to possess arachnid superpowers, which he used to fight crime under the name, Spider-Man.

Battle vs. Pre Vizsla (Legends) (by Monkey Doctor 33)[]


Expert's Opinion[]

Vizsla's Darksaber and blaster pistols are fearsome weapons that could potentially kill any opponent within one blow. Spider-Man is no ordinary opponent, though. VIzsla's expert swordsmanship and utilization of weapons give him an advantage over Spider-Man Noir's archaic weapons. What left him defeated was the fact that he couldn't simply contend with Spider-Man's superhuman physicality. From his past battles, Vizsla was soundly defeated by both Jedi and Sith with superior strength and speed. And even with his armor and flamethrower, Spider-Man could easily contend them with his Spider-Sense which made Vizsla's life of hitting him even harder, leading Spidey into his victory.

To see the original battle, weapons, and votes, click here.

Battle vs. Waxillium Ladrian (by Dargoo Faust)[]

The City Narrows[]

Peter wasn't exactly sure if he was fighting some sort of lucky lunatic, or that there was someone else out there with a Spider-Sense. The fog that enveloped the two of them moved around erratically and blocked out his view of anything more than a meter away, yet the shock of his spider-sense going off let him dodge the bullets that were coming from every direction.



Spider-Man swerved to the right, before popping two round where the noise came from, and leaping to the side of building. Is this one of Goblin's trigger men? No, the bastard is too flashy to go for something like that... he thought.

Right as he predicted, the bullet flew directly past his head, landing in the pavement below. All the movement made a small clearing of the fog, but it was like it was growing back into the hole.

"You're good at throwing lead, genius. But if you know anything about who I am, you should back the hell off."

As he expected, there wasn't a response. However, he heard something moving -fluttering?- above him. Damn it, the wise guy's wearing a cape. Romantic bastards like that make me sick.


Expecting another shot, Peter stepped to the side. However, one didn't come, which confused the hell out of him.

Suddenly, an invisible bus rammed into Spider-Man, sending him through the wall he had latched onto, and surprisingly there wasn't any furniture to keep him from skidding across the floor like he was ice-skating in the middle on central park.

His hands were sore, and empty. Nuts, he thought.

Why Elendel had suddenly changed landscape, and was dead empty, Wax couldn't tell.

Why the robber he was chasing had suddenly learned how to dodge bullets right before they got to him, he couldn't tell. He was at least hoping he wasn't dealing with a Slider.

The mists were still forming in the area around him, which was Wax's sole comfort in this situation. His mistcloak flapped behind him as he trailed his enemy, trying to at least cripple him before getting a wrap on the situation, but for all his wits he couldn't pin this on anything other than some sort of twisted divine intervention.

No, he talked to God before. Harmony might have been painfully passive, but not this sick.

He had felt his earring before the fight got heated. It was cold, and felt unusually detached from his body.

Burning steel, he could sense lines to the familiar lines of guns moving around erratically. After his first couple of shots, they clung to walls moving up as if they were walking up vertically. Wax fired a round as another test, and a swift, last-minute movement once again confused him. Several rounds were fired back, ricocheting off of Wax's steel bubble.

A Lurcher? No, there's hardly enough metal in the wall for a pull that strong. That and Lurchers don't tend to dodge bullets most of the time, but redirect them to a piece of armor.

Wax threw down a coin, and began filling his metalminds, then pushed himself rapidly into the air to catch up to his opponent. He balanced himself on an abnormally tall light pole. The lines leading to the guns and a few other pieces of metal started to sporadically move around, as if in anticipation of something. Wax stopped filling his metalminds, drawing just enough from them to where the pole buckled under his weight, but didn't collapse.

He then pushed on each line leading to the body, his weight easily trumping their own. They instantly flew back, Wax hearing a loud CRASH as what was probably the wall collapsing. Several larger pieces of metal, presumably the guns, flew to the other side of the building, while some smaller pieces on the person of his prey hung on.

Wax began filling his metalminds again, and leaped through the newly created hole, pulling out Vindication and loading it with a lurcher round just to be sure.

All the movement temporarily cleared the area of the mists, giving Wax a clear view of his opponent. It was some sort of masked criminal, something that would fit Bleeder's M.O., yet the getup didn't match anything he'd imagine to find in Elendel, if he was even still in the city.

Both Wax and the criminal stood still, frozen.

Some sort of voice suddenly broadcast itself into Wax's ear, nearly making him pull the trigger on the spot. The other man probably heard it to, as his hand made some sort of flicking movement before stopping.

"Combatants are within a 100 meter proximity. Beginning introductory speech. You have been selected for a tournament of magic, as part of a random thaumaturgic assessment of your respective universes by the ▜▚┣ ▄▚┃▞▙. Now that a minimal preparation time of five minutes has been completed, and combatants are within range, it is advised that you engage your opponent as soon as possible. Failure to comply will result in instantaneous, painless death. Thank you for your cooperation."

Wax had the sudden urge to scratch his head and lay down for a solid hour after hearing that, abated only by the fact that he had been in a gunfight only minutes in the past.

The man across from him had a mask and goggles, but seemed to be getting increasingly irritated. Wax tightened his grip on his gun, burning some more steel to sense if he would make a move for the guns across the empty floor.

Instead, the man made a weird motion with his hand, and some sort of projectile went straight through Wax's bubble and enveloped his hand.

Black and Grey[]

Noir didn't have time to think a whole lot over what he just heard. Either it was nonsense trying to get him on edge from whoever put him here, or he was going insane himself, or both. All he knew was that getting a hold of man he was chasing might give him some answers.

A grunt followed by a thud confirmed that his webbing landed. It turned out that his powers were usually a bit more reliable than the steel he was slinging at criminals a lot of the time.

While he couldn't give the man any time to break out of his trap, Peter reminded himself to be cautious.

The twit sent my guns flying straight out of my hands. Don't want to wait to see what else he can do.

He slowly approached the prone figure, and prepped another round of webbing. Getting a closer look at the man told him a round of beatings might not get the truth out of him; he looked like a hard-boiled egg if he'd met one.


The man almost reached for another gun, and nearly fast-drew the goddamned Spider-Sense. That said, sensing danger before it happened had its benefits, and another shot of webbing kept the other hand in check. With both hands stuck against a nearby wall, there wasn't much room for movement, or fighting.

"You've got a lotta explaining to do, genius. You're lucky my guns are a hundred feet away from here."

The man's cloak looked like a kid's costume - it was torn up at the bottom like a bunch of streamers, but was built like a large overcoat. Swishing around as he struggled against the webbing, he gave a short reply back.

"Rust and Ruin. Was about to ask the same question. Don't tell me you don't have an idea what you're doing here, either?"

Noir hooked him in the side, causing the man to gasp. "You want to keeping on playing stupid, and I have more of that coming. You one of Goblin's men?"

Still bound by the webbing, the cloaked gunman coughed, before answering. "Was hoping you'd be reasonable, kid. I don't have time to deal with this, though. Pretty cute that you thought you had a feurochemist trapped with a little glue, though."


The bastard's already practically part of the wall at this point. What the hell can he do?

Before Peter could douse him with another round of webs, and a few more punches, something lurched underneath them. The floor cracked, the wall trembled, before the entire floor broke apart, sending the two into a short fall.

Getting a closer look at the kid told Wax he was definitely *not* the criminal he was chasing earlier, and if he was one of gang's men he'd have tried to kill Wax while he was down. That said, that punch couldn't have come from anywhere but a Pewterarm or a Brute; and usually rogue Allomancers and Feurochemists meant bad news either way.

Increasing his weight significantly drained much of Wax's metalminds, but it gave him the opportunity he needed to pin down his opponent. The wall he was attached to gave way, and so did the floor under his feet, temporarily confusing the masked man. Wax took the opportunity to tackle him while falling, sending the both tumbling into the next floor.

Wax was pretty sure that a multi-ton man falling on a criminal would kill them several times over, but since he was dealing with either a Pewterarm or a Brute, they could probably take the hit. Slamming into the next floor, Wax suddenly stopped drawing from his metalminds and began filling them, jumping a fair distance away. The lack of cracking bones confirmed his suspicions further.

He pulled out Vindicator, pointing it at the prone figure. "I know that didn't kill you, kid. No use playing dead."

"And I know you weren't planning on shooting me, too. Nice bluff."

"Long as you didn't try anything funny. Round from this will down a Pewterarm or Brute like you, so I wouldn't recommend shooting more glue my way."

The kid sighed, putting his arms up. "Don't know why you keep on yelling scat if you aren't trying to fool me."

Before Wax could reply, the stringy substance he was dealing with shot out of the kid's hands, latching onto the ceiling.


Wax fired Vindicator and tossed some coins in the air, but it was already too late. As if he predicted where the shot would land, the masked webslinger swerved out of the way only slightly, gaining momentum to kick Wax square in the face.

Man hadn't dealt with many coinshots, though; as the bullet was only a distraction.

Wax Pushed the set of coins straight at his opponent. Having moved out of his only escape from the barrage, the coins slammed into the brute, sending him back hard enough to break his adhesive, and splattering blood on the floor. Even a Pewterarm couldn't have taken that and kept on running.

Wax ran over to the body after loading another shot in Vindicator. He didn't want to resort to that kind of force, but a kick to the face from a Pewterarm would have made his neck do a 360. Thankfully, the boy was still alive, be he'd need medical attention.

"Urrggh... New York, damn it, it needs me..."

The kid lost consciousness, out for the count. Wax'd have to find a doctor here, and fast. Before he could take his hand off the kid, though, his heartbeat turned off like a lightswitch. He'd seen wounds like that; there was no possible way he could have bled out that fast. Before Wax could ponder the death even further, though, a voice interrupted him.

"Congratulations. Please wait while your next opponent is selected...."

A Greater Depression[]

"I don't know what to say, boss, he just hasn't been around."

Norman Osborn was scratching his neck uncontrollably, pacing back and forth. He had just sent dozens of his best men, equipped with Tommies, to shoot down that bastard Spider-Man once and for all, and they lost him. But it didn't just end there. The whole city lost him, as if he just walked away from mass-murdering the city's gangs.

He finally stopped, hissing at his henchman. "So you're telling me; after killing a good half of your men, Spidey just up and Adam, stopped fighting us folk? While he had you on the defensive?"

"Maybe we scared him real good?"

Osborn came close to slapping him, but it was no use. A carnie like him, the man couldn't feel an inch of pain. Best it'd do was confuse the poor bastard.

"Someone like him, he doesn't just get scared off. I know his type. Thinks he can play sheriff in a town we own. He'll die before he gives up on killing us all."

Yet everything pointed to just that. The "Spider-Man" hadn't made an appearance in months. Business was booming, and hardly anything besides the occasional cop raid got in the way of Osborn's business. It just didn't sit right with him.

Osborn signed. "Alright, just read me the report of this week's earnings..."


Expert's Opinion[]

Experts agreed that Waxillium Ladrian had Spidey outmatched and outgunned due to Allomantic Pushes, which easily allow him to disarm his foe's metallic weaponry. Despite the Spider-Sense being a good combat aid; without ranged weaponry besides webbing Spider-Man stood little chance against a foe just as agile and more well-armed. Given Wax's ability to sense metals at a distance, stealth was also knocked out of the question, and it was only a matter of time before Wax put Spider-Man in a position he couldn't crawl out of.

To see the original battle, weapons, and votes, click here.