Previously on Spider-Man: With Great Power…

There's no rest for the wicked and nobody knows that better than Spider-Man. Peter Parker fights a war on two fronts at the moment. On one side, he squares off against the machinations of Norman Osborn which lead to the unconscious web-slinger and his dear wife staring down the face of a re-commissioned Spider-Slayer. On the other, he finds Mephisto still hot on his trails, sending Asmodeus to coerce Peter into staying in the Astral Plane. Only by the timely arrival of the Secret Avengers and the efforts of the Night Nurse did Peter escape the clutches of both the Green Goblin and the Dark Lord.

However, goblins, spider-slayers, and devils might not exactly be the most shocking thing yet. That honor rests on Spider-Man's beloved wife, who's informed Peter that the duo that is their family is about to be a trio: Mary Jane Watson-Parker is pregnant.

However, Peter still has cause to worry. With a little Parker on the way, the foes of the great hero might use this as opportunity for vengeance. While Mephisto has been blocked out of the Parker household, Spider-Man's other nemesis holds no such barriers against him. Seeing that Osborn has killed some of Peter's closest loved ones before, Spider-Man is trusting in an old proverb: the best defense might be a good offense…

"You have to be kidding… I don't have the time for this crap!"

Norman Osborn sat back in disbelief at what he had just heard.

The buxom blonde Karla Sofen aka Moonstone stood on the other end of Osborn's big wooden desk in his dark and dusty office. It was clear she wasn't being one for humor. She answered, "No joke. Tony Stark is coming here in two minutes for an impromptu meeting."

Osborn rubbed his hand all over his face in an exasperated fashion. Pinched the two ends of the bridge of his nose, Osborn responded with a curt "What is this about?"

"I do believe he's coming to quell some rumors about you being outside this mountain when you shouldn't." Moonstone answered, "Specifically, they seem to think you were in New York City a handful of times over the last couple weeks." She continued with, "Obviously, they want to make sure you're not doing anything they wouldn't want you to do."

Norman flashed a cutting glare. He knew Sofen wasn't loyal to him. Threatening someone with putting them in a vegetated state if they didn't comply with you would do that.

"Are you implying something here, Ms. Sofen?"

"Oh no, Mr. Osborn… not at all."


Moments later…

Norman Osborn stood, arms crossed and face terse, as he witnessed the Quinjet bearing the armored Avenger set down upon the hanger of the base. The hatch swung open as Iron Man, clad in his famous red and gold armor stepped out. As he approached the former industrialist and criminal, the faceplate of the human tank slid open to reveal the man behind SHIELD these days.

Osborn remained in his tense and hostile stance, glaring at his unwanted guest. He was in a cranky mood and in no way wanted to deal with the almighty Tony Stark right now. He was dealing with bigger fish to fry and in no way had time for a house call from the world's most metallic sanctimonious plaster saint. "What do you want, Stark? You're not busy enough turning into a fembot or trying in vain to not have your precious agents shoot innocent people on the White House steps? You have to come all the way to Colorado to harass me?"

The smirk on Stark's face said everything. He could barely contain his joy at seeing some holes in Norman's newly found squeaky clean image. With his two fingers motioning to the door into the base, Tony said with a slight bit of smugness, "Let's go to our office. We have a great many things to discuss…"


A few seconds later, as the two directors departed to other places, a large clang could be heard from the Quinjet's underbelly. The panel bent and fell loose as the familiar red and blue head popped through the hole.

Jumping to the floor, Spider-Man looked to the left and to the right to hear guards step down the platform and feel his Spider-sense go off as he placed his hand under the bottom of his shirt to his belt buckle and on the small device Hank McCoy gave him months back.

"Let's hope I knew what I was doing when I tinkered around with this thing…" he thought to himself as it turned it on. The modifications came to life as the image inducer began to copy the background around him. The camouflage went into full effect just as Songbird and a squadron of guards entered view.

Quietly, Spider-Man walked to the side of the wall, jumped upon the cold, metal fortification and eyed a nearby vent, squeezing his body into the blowing portal inside and subtly avoiding the oblivious agents below.


"What do you mean where was I two Mondays ago? I was here! I am ALWAYS here!"

Norman's tone was getting irate. He was a rat, slowly realizing he was getting closed in. Everything would be for naught if Stark could pin this on him. He wasn't supposed to leave beyond permission from the Commission or affairs of state. He certainly wasn't supposed to be in New York while the Commission was determining whether to accept his volunteering to head up the project to bring Spider-Man in. It was bad enough that his history with the vigilante was sordid at best and, technically, bringing in a New York superhero would be Stark's jurisdiction. An outburst at Stark while the camera he brought along captured it's all would be the last he'd need right about now. He knew if he didn't keep calm, everything he had accomplished so far would go straight down the drain.

Clearing his throat, the former Green Goblin regained his composure and commented on his interrogator's questions a little more civilly. "I couldn't have been in New York; I was here in my office. I'm always in here, doing the workings of the state. This job doesn't allow me to go anywhere but here, let alone New York City. I'm far too busy. You know how it is."

"Yeah…" Tony responded with a sardonic tone, "… it's just that we have eyewitnesses that will attest to you riding in a limo in Manhattan both during that horrible Trapper/Salvano case with the renegade Spider-Slayer. Another witness also claims that you were seen near some deli in New York with members of the Torimoto Yakuza clan. Ridiculous, I know, but one can't be too sure, of course."

"Of course…" Osborn replied, gritting his teeth as harshly as could be stood.


Tracing the walls of the base's corridors, Spider-Man cursed himself for not better memorizing the map Jarvis e-mailed to him a week before. This mission would be for nothing if Parker was lost in this giant maze of hallways and nameless rooms. "Why can't anyone just put a "You are here" map up in this thing? How does anyone expect someone to break in here without a nice set of directions? So inconsiderate, these shady government organizations involving the enlisting the sociopathic criminals! I mean, if you can't rely on the shady government organizations involving the enlisting the sociopathic criminals, then how CAN you rely on?"

Lost in his thoughts, Parker managed to practically sleep-walk into a damp and musty shower room. He would turned back were it not for the loud crunching and acrid smell of blood in the air.

Peering over the partition to the lockers, Spider-Man saw the horrendous sight of a mass of black ooze and muscle turned to the wall over a pool of red.

The mass, sensing the presence of another, turned to reveal itself as Venom, a long time adversary of Spider-Man. His long, sharp jaws were still red with the blood and meat of his latest victim, a guard who dared to look at him the wrong way. His crimson tainted bones still positioned on the floor in a pile like a glob of chicken bones after a trip to KFC.

Even without the gift of being able to physically see its old host, the symbiote was well aware of the man who had just walked into his lair. "Parker?" Gargan gurgled through his cannibalistic meal. "PARKER!"

"Gargan…" Spider-Man could barely say as he turned off his image inducer while stifling his vomit, "… what in the name of God are you doing?"

"God?" Venom inquired. "In this mountain, in this web, I AM God! I decide when you live and I decide when you die… and right now… God's still hungry for one more meal…"

"Aw, crap…" Spider-Man thought to himself. "…this won't end well."


"So… you were in this office the whole time BOTH incidents occurred?" Tony said with a half-hearted attempt at looking puzzled. "But you have no record of it…"

"No."

"You have no camera footage in this room to demonstrate it."

"No."

"You have no one who was in this room that will attest that you were here."

"No."

"Do you have anything that could show that you weren't in New York at the dates in question?"

"Well…" Norman responded "… I'm sure the logbooks would show no one left the hangar at that time. No one used the transporter to the Negative Zone. Nobody left the mountain at those times. Check the logs. You'll see. I was here the whole time."

"Besides…" Osborn responded with a smirk, "… if I left the mountain, those pesky nanites in my systems would shut down my nervous system. I would have had to… override them to even get out… and we all know I'd be completely incapable of that. Right?"

"Right…" Stark responded with a now genuinely inquisitive look on his face.


Venom's grip was like a vise, pinning Spider-Man against the fractured, splintered wall. The vile smell of oil and blood was inescapable. The symbiote's teeth lunged towards its prey with its tongue, slender like a snake's and coated in nasty green saliva, darted indiscriminately at Parker's head.

"You always laughed at me, Parker. You always thought I was weak. You didn't even recognize me when I took your stupid little aunt from you when Osborn told me who you were. Well, I have the power now and I'm the one who's laughing now. You're going to look awfully funny without a head, skin-bag. I'm going to—"

Peter had no patience to let this monster finish. He'd heard what this freak had done to the Steel Spider and his arm. He wasn't about to let it happen to him.

With lightning speed, Spider-Man swung his legs upward, as high as his body could possibly take them. The force of the hit connected to the bottom of Venom's jaw with full strength. The pressure caused the monster's giant maw to snap close, breaking one his long cylindrical fangs in half.

Venom arched back with a loud piercing scream. The pain was sharp and immense, the nerve signals shooting back and forth in rapid fire succession. It was enough to break his hold and allow Spider-Man to drop down and deliver a sweeping attack to the (relatively) small legs of the alien suited Mac Gargan.

Flipping over, Venom grunted with a predatory snarl, "For that, you're going to still be alive when I eat your heart… piece by piece."

Without hesitation, the giant black creature dug his claws deep into the wall, pulling out chunks of ceramics and concrete before flinging them with great force. To avoid the deadly volley, Spider-Man dove and rolled behind a row of lockers as the chunks of wall flew to be embedded in the wall behind him.

Spider-Man barely had time to catch his breath before he saw his enemy smash through the row six feet away like an elephant and swings his body towards the direction of the wall-crawler like a roaming lion. Venom grasped the bench in front of him and tossed it forwards. The table made impact with Peter's chest, sending him into the wall.

"I wonder if you'll taste like a human or taste like a spider" Venom told his downed opponent with a carnivorous glee, approaching him like a tiger stalks a wounded gazelle.

"I wonder if that stupid Xenomorph wannabe suit you have on is going to break up with you when I kick your sycophantic hide all over this locker room!" Spider-Man retorted.

Mule kicking the broken bench on top of him, Peter managed to throw the mass of splintered and broken wood at the black monster before him. Jumping to his feet, he noticed, as his Spider-sense went off, the approaching footsteps of Songbird and the Swordsman.

Thinking quickly, Spider-Man formulated a plan. Seeing Songbird enter the room through the door on the left, he made sure he got her attention as she let loose the screeching cry that was her trademark.

"Oh, no no no! That was simply dreadful." Spider-Man said in his worst English accent. ""If your superhero-ing was as good as your singing, a lot of people would be dead right now!"

Aware Songbird was training upon him like a hawk, Peter then ran towards the huge black creature he'd been fighting for the last few minutes. Like expected, the purple and pink soundwaves reverberated throughout the symbiote.

After just a couple seconds' time, the suit was terribly weakened by the blast before Songbird could redirect her blast. The symbiote wailed on Gargan's frail body wildly, mad with pain and fright.

From behind the great monster came Spider-Man, wielding another bench as a battering ram, striking the still-weak Venom and thrusting him into Songbird, effectively knocking both to the floor hard and knocking Venom unconscious.

Knocking the now naked Gargan off of Songbird, the web-slinger grabbed Songbird by the collar set her face at eye-level with him.

"Where… is… Osborn?"

Songbird let out a slight chuckle. "All you want is Osborn? Why didn't you just ask?"


"Well, Norman, this has been a… informative experience." Tony got up and walked out of the shadowy office. He turned to say "Now, I think I'll go converse with Robbie for a few minutes. Maybe ten or so. Plenty of time for you two to talk your dealings over."

As Stark departed, Norman yelled from his desk, "What two? It's only me!"

"And me."

Norman turned sharply to see a shape of a long-time foe slowly arise from behind his image inducer. Osborn could barely register what he was seeing when a red and blue blur of forearm connected to his neck as he fell into his desk.

"Hey, Norman. Long time, no see." Spider-Man said as he quickly webbed Norman's elbows to the desk.

Spider-Man continued on his spiel. "Nice office you got here. Who knew being a snaky little weasel like you got such cushy fringe benefits. I mean, is this your evil plastic tree? That's a nice evil plastic tree. I wanted an evil plastic tree but nooooo, Tony was all, 'No, it'll get evil plastic dirt all over the carpet.' And I'm like 'What, we'll get an evil plastic dust buster…' and he said—"

"Peter…" Osborn said annoyed, "you're rambling again. What do you want?"

"Ah! That's the question! You see… last week, you sent a Spider-Slayer after me which I'm not mad about… I get Slayers after me all the time. The problem is MJ. You put MJ in danger. You put my pregnant MJ in danger. My pregnant wife was put in danger and it was your fault. So, the deal is this: this battle we have… this epic war of the wills… is over. We are no more. I don't want to see you again. You like this cushy job? Sipping mineral water while you send Venom to eat people and your little team of villains to cripple heroes? You like being able to eat unaided? You like air? Don't come within 50 miles of my wife. If you do, I will send Wolverine here to do the job I should've done years ago. You killed a child of mine before and I will rip Heaven, Hell, and Earth to pieces to get you if you do it again. You got me, Osborn? This game is over. GOT IT?!"

Norman had never seen Peter so intense, so enraged. Parker just told him that he's dead if he puts MJ in harm again… and Norman believed every word.

"Yeah…" Norman said quietly, "…yeah."

"Good."

Releasing Norman from his grasp, Spider-Man turned to the door to depart when the former Goblin broke the webbing and charged at his assailant. He tackled the web-slinger and forced his shoulder into the hero's midsection as Norman pinned Spider-Man to the wall.

Forming an axe handle with his hands, Spider-Man drove his hands into the small of Osborn's back, which released the hold immediately. A knee to Norman's jaw sent the Thunderbolt Director wobbling back towards his desk.

Regaining his footing, Norman sent a right cross to Peter's face. Peter responded in kind with an open-palmed strike to the chin of Osborn and then quickly made a spinning roundhouse kick that sent Norman crashing into his potted plant.

Dazed and confused, Norman opened his eyes to see his attacker had already departed, invisible once more, through the office door.


"So…" Tony asked as the Quinjet made it way out of the Rocky Mountains, "… how did it go?"

"As well as I could plausibly expect with typical Parker luck running the fate of the cosmos." Peter responded, two rows back with his face slightly bruised from the fights with the Thunderbolts.

"You think he'll actually agree to this?"

"Probably not… but it'll give him something to think about. Thanks for doing this for me."

"No problem. Think of it as a congratulatory gift for being a future dad.

"Aw… I was hoping for a big-screen TV."

"Maybe later…"


"I WANT TO TALK TO HEAD OF SECURITY NOW! GET HIM HERE ON THE DOUBLE NOW!"

Osborn's voice echoed throughout the hallways like a siren. He was furious, barking orders at everyone who passed by, half his instructions making sense, the other half not so fortunate.

"And get me that freaky little warden of Compound 42! I need to interrogate an inmate!"

His secretary looked puzzled and bewildered. She began to ask, "Why do you need to—"

"I SAID GET HIM ON THE PHONE NOW!"

The secretary wasted almost no time in darting back to her desk to find Mar-Vell's number.

Norman then poked his head out of his office. "And call the supply office and tell them I need a new evil plastic plant."

Her puzzled face returned. "A new evil what now?"

A frustrated Norman Osborn simply mumbled as he walked back into his office to lie down.

"Never mind."