Swinging through New York City, Spiderman hums a familiar tune, a boy of fifteen, carrying a backpack, lands on the ledge of a building with a few gargoyles decorating the exterior.

"Hey, Bruce old pal how you've been."

Taking a seat next to a gargoyle with its mouth agape and its fangs protruding out. Its petrified face is in permanent scowl but crouches in somewhat wise stance. Spiderman pulls out a hotdog out of his bag wrapped around foil to keep it warm.

"Mmm, nothing beats New York hotdog, don't you a agree, Bruce."

Spidey looks toward "Bruce" who gives no response.

"Yeah. I knew you'd agree with me on that."

He looks back upon the bustling city in which is his personal playground as he lifts up his mask. "Man times like these are rare for me, nothing to worry about, no enemies trying to take over New York, no people to save, a good down time for me."

Finishing his last statement, Peter goes to take a bite of his hotdog when an explosion goes off in the distance stopping him inches from taking a bite.

"…And break time is over."

Sighing as he puts away his hotdog into his bag and zipping it up. "Hey Bruce, hold this for me," tossing his bag on to the fang of Bruce as he jumps down pulling his mask back over his chin.

"Now," shooting a web to tethering onto a building, he swings toward the sound of the explosion, "Lets see who's making that ruckus."

Times Square

People screaming and cars exploding several people try to run to safety

"RUN, RUN BEFORE…"

Before he could finish, black substance wraps around him and pulls him toward a figure in the smoke.

"Where you going? The funs about to start. Ha ha hah ha ha ha." The man comes face to face a with some kind of man, much bigger and better built than him, in a liquid-like substance covering his whole body. His chest runs a white spider insignia over his chest. The man looks up with fear in his eyes to see a face with slightly open filled with more teeth then he could count and a tongue hanging over said teeth. The man trying to look his captor in his eyes couldn't, especially since he couldn't see his eyes. They were hidden behind eyes similar to Spiderman but more monstrous.

"Now scream a little louder, we need him to hurry on his way to us." Venom throws the man into the air toward a car.

Just about he is about to smash into the car. A blur of red and blue flashes in his eye and the next moment he's in someone's arm.

"Close one guy. You alright?"

Looking up he comes up to one of New York's resident heroes: Spiderman.

"Thank you, thank you, I thought I was a goner," cried the man.

"No problem, now you should get out of here." Spiderman sets the man down and the man runs to safety.

Spiderman then jumps onto a car in a stance in which his feet and one hand are on the car and one hand is raised slightly behind him.

"Hey Venom, long time no see. How've you been." Slightly smiling under his mask. "My my how big your teeth and your tongue is more red."

Taking a step toward Spiderman, "Nice to see you again Spiderman, took your getting here. You got us a little restless, but we knew you'd come if we got enough bystanders in harm's way."

"Well sorry to keep you waiting but now its just you and me." Spiderman's spider-sense was starting to go off, but he dismissed it for some kind of car getting ready to go off near him.

"I need to keep all my attention on Venom, I almost forgot he doesn't trigger my spider-sense." "Well don't worry big guy. Its just you and me now." Venom licks his teeth and slips it back in his mouth and smiles,

"Oh its just not just us who's here." With a slight annoyance in his voice,

"Yeah, Yeah… wait did you say "we" …" Suddenly a bolt of lighting is shot out of the smoke hitting Spiderman who starts writhing in pain.

"Yes, I did say we," soon several figures start to come out of the smoke. Spiderman "struggles to look up at the figures surrounding him

"E..elctro…Doc Ock…Kraven…even Goblin?" He could tell he could there were a few behind him and has he was trying to pick himself up, a foot is slammed on the middle of his back putting him back down on the ground.

"Now don't try to strain yourself by getting up." spoke Doctor Octopus, "here let me help you up." Spiderman could feel his arms and legs being wrapped around by metallic tentacles. After being raised from the ground he could get a better look of everyone.

"Looks like the whole gang's here. Ha, what is this supposed to be? The Fearsome Fourteen…? Nah too long how bout the Fantastic Fourteen…? Yessh even longer."

"Enough of your prattle arachnid" yelled Doc as he slammed him into a car.

"If ya wanted him to be shut up, ya shoulda asked me." Rhino stated as he slammed his fists together.

"We've come together after a sudden realization, spider," spoke the goblin with a slight chippy sound to his voice,

"Who is always there stopping us, you. Who is always foiling our well thought out plans, you. Who at every turn has ruined not only our lives but also chances at changing this city for the better. YOU."

"So we decided, freak, that if we're gonna get anywhere in this world, we at least need you out of the way. So the doc cooked up a portal to send you on a one way trip out of our hair." Smiled Electro as his head started to crack with electrical powers going off.

"Indeed and we need a sufficient power source in order to use this "Portal Ring". And why not have the residents of New York see the defeat of Spiderman."

Finishing Ock pulled out a button from his coat pocket pressed it. Rising up from the ground was a ring like device facing them and soon crackles of electricity was heard before a whirlpool blue could be seen swimming within the ring.

"Please guys, we all know how this goes down, I'm trapped, you guys monologue, I figure out how to escape, then boom we fight I win and I shut off the machine." Keeping them distracted, he starts to web the feet of the villains in order to ensnare them in his trap.

"Difference this time arachnid is that you won't be escaping especially since you can't any surface to help and you don't have your insolent webs to help". Ock squeezes is tentacles tighter around the Web-head in which it breaks his web-shooters.

"Nuts, good thing I was able to get almost everyone before that." With that he pulls has hard as he could manage, Spiderman trips almost everyone onto the ground. Losing his concentration Ock's grip loosens his grip on him. Taking advantage of that Spiderman breaks free from the arms and attempts to grab onto Goblin's glider wrench him off of it.

"Hey, Gobby can I get a lift."

"Silly spider, spiders aren't to fly so stay on the GROUND." Goblin throws a pumpkin bomb at Spidey who narrowly dodges.

"Aw come on, I promise I won't make fun of your costume again." Spiderman reaches under the upper shirt of his costume and pulls out replacements for his web-shooters. He shoots one tagging Goblin's back.

"Now before I forget as the host for this party of mind I should give out goody bags, right?" Spider then proceeds to shoot several webs and the villains getting up from the ground. Now they find themselves trapped beneath the web.

"And if I recall any folktales aren't goblins supposed to be on.. the.. ground." He pulls the goblin off his glider, flipping he slams the Goblin onto the ground near his associates. Landing between them and the portal Spiderman stands up,

"Like I said, guys, I'd figure a way out, now I say let's skip the fight and have you all sent back to your homes in Rykers."

"Not a chance spider," spoke the goblin "Because we have more tricks up our sleeves." Pushing a button on his gauntlet the glider attempts to crash into Spiderman. "Please, I can dodge your glider easy" Spiderman slightly leans out of the way.

"You're really losing your game Gobby." however the glider crashes into the controls on the Portal Ring. With sparks flying off of the controls, Electro interjects

"Uhh, doc? Is it supposed to do that."

The whirlpool of the blue starts to spin faster and faster until it starts to act like a vortex sucking everything near it.

"Whoa whoa," yells Spiderman as he attempts to reach for the controls in order to shut it down. But before he could a familiar strand of black webbing latches on to him.

"Though this isn't the plan who are we not to improvise, now Spiderman don't worry," yells Venom as he yanks Spiderman away from the controls and pulls him toward himself,

"you'll leave this city knowing its in good hands or should I say bad. Hahahaha Ha." Venom then throws the web-slinger into the portal who disappears after going through it.

"Yes, now New York is ours for the…." Venom looks down and sees the pavement he's standing on getting sucked into the portal. Thinking quickly he webs onto the other thirteen villains.

"What are you doing simpleton, let us go and let your self-being taken by the Portal Ring."

"We gave it some thought and we thought it best since all of you are pretty heavy. You all make suitable anchors." Just as he's finished saying that. Their "anchors" are ripped from the ground leaving them all at the mercy of the Portal Ring's suction.

"Damn you FFFFFRRREEEAAAKKK," cries Electro as one by one all of them are sucked into the ring. With every object in the area being sucked into the Portal Ring, two cars crash into the ring severing it in half. The remains of the cars then crash on the controls turning off the Portal Rings. With the dust settling, the man the Spiderman saved comes out of his hiding space that was well away from the fight and suction of the vortex.

"What the hell… Where…where did they go?