web of the SWAT KATS

by Keyblade master Rem

This story doesn't belong to me it is from another website.it was a nice day in the world of spider man and in the world of the swat kats until the green goblin started screw things up in both worlds while unleashing all powerful monster from heck.

1. Chapter 1

New York City 1997

Peter Parker, a.k.a. Spider-man, looked out the window from his new

apartment. Things couldn't be better. Like Madame Web had said to him

after he was coming back from the Secret wars, He was getting some

happiness. Best of all, there had been no major criminal activity from

anyone he knew in weeks. Harry and Liz were going out on dates

together. The Insidious Six, had disbanded. The Kingpin, had agreed to

a cease fire. Carnage was gone for good. Smythe was grateful to

Spider-man for returning him to his father. And Madame Web had returned

Mary Jane to him, she had explained everything to Parker, She then sent

them both, back in time to their wedding day, to take their past selves

places, thus getting married for real. Life couldn't be better.

However, things were about to get interesting….

Somewhere in limbo….

Norman Osborn, a.k.a. The Green Goblin sat on his battle glider,

fiddling with Dr Ohn's Time Dilation Accelerator, which he had stolen of

the Hobgoblin some time ago. He sat there with his mask off, poking at

the inside of the machine. Using spear parts from his battle glider, he

had managed to repair most of the damage done to his machine. Suddenly,

a huge smile spread across his face, and he sat up straight.

"At last." He cried out. "I thought I could never get this

blasted thing to work, but I finally did it." Norman put back on the

Goblin mask and placed the Time Dilation Accelerator on his chest, like

he had done original. He pressed a few buttons, and the devise sparked

to life. He laughed out loud in triumph.

"And now Parker." He chuckled to himself. "The original Green

Goblin will have his revenge on Spider-man." Laughing, he entered the

porthole.

Megakat City 1997

"Jake." Chance Furlong, called out from the living room.

"Is that pizza nearly ready?" Jake Clawson poked his head out from

around the corner.

"Nearly." He answered back.

Elsewhere in the city, a strange black hole opened up, and out of it

came the Green Goblin. He looked around at the city he was now in.

"It looks like New York. Sounds, smells, and fells like New

York." He said, looking at the city. The city was like New York, but

it wasn't, he could see no sign of the Statue of Liberty, and he was

supposed to be in Manhattan. This was strange, perhaps he hadn't fixed

the Time Dilation Accelerator after all. He went down to the city to

get a closer look, and knew he was right. There was a picture on a

billboard of a kat, in clothing holding up a can of milk.

"So." The Green Goblin said. "I must be in an alternate

reality, where cats were the dominate species, not humans." He looked

around. "They seemed as technologically advanced as humans." He said.

"Perhaps they have some technology that I could put to some good use,

like repairing my little machine, so that I can get back to my world, so

that I can defeat Spider-man." He flew off laughing.

Sam Katcer, a guard at PumaDine, walked back and forth, in front of the

main gate, his partner Tom Kat, was doing, exactly the same. He heard a

noise overhead, and looked up, to receive the shock of his life.

Flying towards him, was some kind of robotic bat, with an unidentified

rider on top. The Goblin saw, the two guards and flew down to them.

"Tell me my dear cat People." The goblin said to the two, very

surprised guards. "What is this place?" He waved his hands towards the

buildings in the complex.

"This is Pumadine." Sam said, trying to sound brave. "This is a

restricted area." He then got a good look at the goblin. He was the

strangest creature he'd ever seen. He had green scales, and his pointed

ears were on the side of his head, his nose was strange, and he lacked a

tail.

"Ahh." The green Goblin said, noticing the two guards curiosity

over him. "you've never seen me before." He leaned closer to them.

"You know, this is only a mask, I'm much more handsome underneath." And

with that, he took of his mask. And scarred the two guards so much,

that they passed out with fright.

"Hmm." The Goblin said. "I usually get that kind of reaction

when I have the mask on." He put it back on, and proceeded, undetected

into Pumadine.

Two hours later…

Roger Ninetails, the head of security at Pumadine got up out of his

chair, and looked out of his office, and received a shock. The two

guards assigned at the front gate, were out cold. He ran over to them,

with some other Enforcers and revived them.

"All right you two." Roger said to them. "You'd better have

a good explanation for this." The two guards looked at each other,

were they going to believe them?

Suddenly, there thoughts were interrupted by the sound of something

exploding. A nearby building wall suddenly exploded, and out came the

Green Goblin, carrying some equipment.

"What the hell?" Roger said, as he watched the strange

creature fly off. "Shoot him down!" Roger then yelled to the on

looking Enforcers, who responded immediately. The Green Goblin, noticed

that he was being shot at.

"So." He said, bringing round his battle glider to face them.

"They want to play?" He chuckled.

"Well that's fine by me. I haven't had a good fight in months." With

that, he hurled a pumpkin bomb at the Enforcers, who had no idea what to

expect from it. They were completely taken by surprise, when it

exploded, and sent them all flying in different directions. The Green

Goblin laughed at them, and flew off.

Commander Feral was in his office arguing with Felina on why his

shouldn't run in the SWAT Kats, when the phone rang. He picked it up.

"Commander Feral here." He said into the phone. Feral listed,

his eyes growing wider with every second that passed. He then slammed

down the phone, grabbed his coat, and ran for the door. Felina, confused

on why her uncle suddenly got up and ran for the door followed.

"Uncle." She said. "What's the matter?" Feral didn't look at

her.

"There has been a break in at Pumadine." He said. "However,

this was done by some sort of monster, at least, that's what the guards

said." Felina gave him a strange look.

"An monster?" She said. Feral nodded.

"Yes, but there's no time to explain, he's heading for city

hall." Together, he and his nice, boarded a helicopter, and headed for

City Hall.

Callie Briggs, was sitting at her desk, when she heard the roar of a

jet, coming quite close to the window..

"Hot Shot jerk." She said under her breath. It better not be

that young Enforcer pilot that was always trying to impress her. But it

wasn't. It was a huge mechanical bat with a strange green rider. The

Green Goblin looked down at the building of City Hall.

"That clock tower will serve me well as a temporary stop to fix

the Portal." He then detached his smaller glider from the battle

glider, and flew into the tower. Putting his battle glider, on Defense

mode, in case he had any unwelcome visitors.

Ms. Briggs, on the other hand, reached into her hand bag, and pulled out

a small communicator. This was definitely a SWAT kat emergency.

"Pizza's ready." Jake called out from the kitchen. Chance

smiled.

"All right." He cried getting up from the couch. "I'm

starving." No sooner had he said that, then the hanger alarm went off.

"Aww crud.." He said under his breath. Out of all the times, for a

SWAT kat emergency, it had to be right in the middle of his dinner.

Following Jake, he went down the ladder into the hanger of the famous

SWAT Kats. Jake got the phone first.

"What seems to be the problem Ms. Briggs?" Jake said into the

phone.

"SWAT Kats." Callie's voice came though. "There's some sort of

green creature in the clock tower of City Hall. He has this robotic bat

outside, guarding him. Feral's already on the way. But I'd feel much

better knowing that you two were out here."

"We'll be right over Ms. Briggs." Jake said, hanging up the

phone.

"Well." Chance said. "What is it?" Jake didn't answer, but

just ran over to his locker.

"Callie's in trouble again T Bone." He said, putting on his

mask.. "We gotta go save her." And with that, T Bone got dressed

quicker than he did.

The Green Goblin had been working on the Time Dilation Accelerator for

the last hour, repairing it with equipment he had stolen from Pumadine,

when he heard the sound of helicopters approaching. Looking out the

window, he saw, ten bulky helicopters with mini guns on the front coming

towards the tower.

"I am Commander Feral of the Enforcers of Megakat City."

Feral's voice boomed over the loud speaker. "Halt your activities who

ever you are and surrender, now." Felina gave him another strange look.

"Oh come on now uncle." She said. "You really think he's

going to come out with his paws up?" Feral ignored her.

"Just giving him his warning Felina." Just then, the

Goblins battle glider appeared from out of nowhere, and attacked the

enforcers with a barrage of razor sharp discs. "Evasive actions!"

Feral yelled into his mike as the incoming danger whizzed past them.

The Goblin was watching from the tower.

"Excellent." He said, picking up the Time Dilation

Accelerator.. "While my battle glider keeps them busy, I can escape."

He jumped onto his other glider and flew out the window. At that

moment, the SWAT kats chose to arrive. Chance saw the Green Goblin

making his escape.

"There he goes buddy." T Bone said to Razor, as he brought his

jet around to Chase the Green Goblin. The Goblin saw the SWAT kats

coming towards him and acted quickly. He reunited with his battle

glider and swung around to meet the SWAT kats in fair combat. Pushing

the special pedal on his battle glider he lanced a smart bomb at the

Turbo kat.

"Holy Kats!" T Bone yelled as he saw the incoming missile.

"We've got company." He swerved the jet, hard to the right, moments

before impact. However, the missile turned around and began to follow

them.

"Aww crude." Razor said. "It's a heat seeker." He flicked

a few switches on his control panel.

"launching flares now." A flier drooped from the belly of the Turbo

Kat, and the missile followed it, exploding on contact.

"Hmmmm." The Green Goblin muttered. "These cat creatures

are more smarter than they look." He flew up along side the Turbo kat,

and looked at his new foe. "You know." He called out to them. "That

was pretty cleaver the way you did that. Your as much as an opponent as

Spider-man, too bad I have to destroy you." He fired two blasts from

his sparkle gloves, and disabled the Turbo kat on the spot.

"Holy kats!" T Bone cried out as the jet began to plummet

towards the ground. "How the hell did he do that?" Razor taped him on

the shoulder.

"Umm, T Bone." He said. "we've got bigger things to worry

about than that. Like the fact that we're falling." T Bone tried

again, and again to restart the engine. When it got to the stage when

they were nearly about to eject, the engines roared to life, and the

Turbo kat was saved.

"Now." T Bone said, bring the jet back on cores. "Lets take

down that laughing lunatic." The Green Goblin, was flying away towards

the mountains.

"T Bone." Razor said. "If he gets to the mountains, we'll

lose him for sure." T Bone smiled.

"Roger that buddy." He said. "Time to take him down sore

shot."

"Affirmative." Razor said. "Lets see how this guy likes the

taste of cement slugs." The cement mini gun fired a volley of cement

slugs at the Goblin. The slugs hit the engine clogging it up. The

battle glider began to fall towards the pavement down below. Cursing

the kats, the Green Goblin detached from his doomed battle glider and

turned around to face the on coming jet.

"You'll pay for that." The Goblin said. He brought out a

pumpkin bomb, and hurled it at the Turbo kat. It struck the left wing,

and put it on fire.

"Crude!" T Bone yelled. "Were hit." He brought the Turbo

kat down on a nearby roof top. Opening the canopy he got up, red with

anger.. "Ohhh." He growled. "That just pissed me off some thing

majorly."

The Green Goblin turned around to face his now wounded foe.

"One bad turn deserves another." He said, laughing at the

SWAT kats. Razor just aimed his glovatrix at the Goblin.

"I've got him right in my sights buddy." He said. "Octopus

missiles, deploy." The missile caught the Goblin by surprise. He

managed to dodge it, but not without it's cost. The missile had scraped

along the bottom of his glider, cutting the fuel line, and sending a

trickle of petrol sailing out behind.

The Green Goblin had felt the missile hit him, but did not

see the damage it had done. Grabbing a handful of pumpkin bombs, he

headed for the SWAT kats, ready for a strafing run.

However, the trail of fuel, was ignited by the engine flame

from behind the glider, and it blew up in mid air, causing the Goblin to

fall from his exploding glider, and down towards the city below. His

sudden decent was halted by some thing catching his arm. He looked up

into the face of one of the kats who he had been fighting with. The kat

was huge, and bulky, and staring down at him, as if studying him.

"Gee." It said. "Your one ugly monster. Did the Pastmaster

cough you up?" The goblin growled at him.

"Fool!" He said. "This is only a mask." The kat paused for

a moment, then reached down as if to pull of his mask. No one unmasks

the Goblin, Norman thought, but only the Goblin himself. He retaliated

by punching his opponent in the face, and using his semi unconscious

body as a ladder to climb onto the roof. He looked around for the other

kat, but all he saw was a fly kick towards his face. It struck him

between the eye's and he was stunned for a moment, before he felt a blow

to the stomach. Oh no, he though. The Time Dilation Accelerator was

there. Shore enough, that's were the kat had hit him, and it had been

turned on. However, the kick had also loosened the straps, and it

slipped of him, and fell into a garbage bin, in the ally below. The

Goblin himself, nearly fell over the edge, if not for a paw witch grabbed

him.

"You should let him fall for what he did to me." T Bone

said, walking over to were Razor stood holding the Green Goblins arm.

"Yea." Razor said. "But were the good guys. We don't kill."

The Goblin, looked at the kats, then at the ally below. The porthole

was open, this was his chance. He would get away. However, this did

not work out as he planned it to. He fell backwards over the edge of the

building like he wanted, but he dragged the SWAT kat with him. The

other one, also grabbed for his friend, and ended up going over the edge

like his partner, so all three of them fell down into the porthole. No

sooner had they disappeared into it, then it closed up.

Crime Central, New York

Wilson Fisk a.k.a. the Kingpin watched with glee, as his top scientist

turned on the Time Dilation Accelerator that he him build. Ever since

Dr Ohn had unexpectedly left without completing the devise, he'd had to

resort to other methods to get it working. He smiled at the thought of

that fool Spider-man actually thinking he was at a cease fire with him.

The scientist turned to him.

"It's already Mr Fisk." He said. "If this test proves

successful, your going to be very rich." Kingpin tried not to laugh,

the scientist didn't know how close to the truth he really was.

"Hold it right there Fisk." A voice said behind him. Kingpin

cursed under his breath, as he turned around to face Spider-man.

Spider-man just shock his head. "I leave you alone for three weeks

Kingpin, and you're already up to your old tricks." Kingpin growled.

"I will not have you interfere with my plans again

Spider-man." Kingpin said to him. He grabbed hold of a huge metal pipe,

running along the wall. Turning to the scientist he said. "Turn the

porthole gravitational pull up to the maximum level it can go to." Very

shakily, the scientist obeyed. But before he could. The porthole,

sparked and flashed. Both Spider-man, and the Kingpin stopped what they

were doing, and looked at the scientist. "You fool." Kingpin yelled.

"What have you done?"

"It's not me Kingpin." He said. "There appears to be some

sort of interference with the porthole's dimensional tunnel." He looked

at the dark black hole. "In other words, something's coming though."

Everyone, in the lad, had there eye's on the swirling porthole,

wondering what kind of monster would come out of it.

Suddenly, three rather big objects were hurled out of the

port hole, and onto the lab floor. All three got up.

"Ah, where the hell are we Razor?" T Bone said, looking around

at the strange furless creatures in the room.

"I have no idea buddy." Razor said, trying to stay close to T

Bone. The Green Goblin, on the other hand knew exactly were he was.

"Ahh Spider-man." He said to the rather shocked wall crawler.

"Long time no see."

"GOBLIN!" Both Spider-man, and the Kingpin said at the same

time.

"Hello fatso." The Goblin said to Kingpin. "Still head of

crime." The Kingpin frowned at this remark, but said nothing. At that

moment, two guards enter the room, stopping dead short after seeing the

SWAT kats. Everyone looked at the guards, but Kingpin, and the Goblin

used this diversion to escape.

"Die Freaks." One of the guards yelled, aiming his laser gun

at the SWAT kats.

"Look out!" Spider-man yelled, webbing the guard to the wall.

The other guard then aimed at Spider-man.

"Octopus missile, deploy." Razor said firing his missile, at

the second guard, pinning him against the wall.

"Nice." Spider-man said, looking at the guard struggling on

the wall. "What do ya call that thing?"

"A glovatrix." T Bone said.

"I invented it." Razor said with pride. He then looked at the

other gourd, stuck on the wall. "What's that crude?"

"Webbing." Spider-man said, looking at the kats. "It's my own

design." He leapt down from the ceiling from where he was cling to.

"My name is Spider-man." He held out his hand. "And you are?"

The SWAT kats looked at his hand, then the small kat came over and took

it.

"My name is Razor." Said the caramel coloured kat. "That guy

over there is my partner, T Bone." The big kat waved at him.

Spider-man waved back.

"So were are you guys from?" Spider-man said.

"Megakat city." Razor said. Then another question popped into

his mind. "By the way. Where are we?"

"Welcome to New York Guys." Spider-man said. Suddenly, an

alarm went off. "Oh boy." He said.

"Kingpin has raised the alarm. We'd better get out of here before

every guard in the building comes down on us." He motioned for the SWAT

kats to follow him, and they exited thought the same tunnel that he

entered in.. On top of a nearby building, the SWAT kats got a good look

at the new world they were in.

"This is amazing." Razor said. "This place is almost like

Megakat city."

"Your right Razor." T Bone said. "It almost reminds me of

home.."

Spider-man didn't know what to make of the situation. He had gone to

crime central to stop the Kingpin, and instead, found two Strange

looking cat people. He let them marvel over his city, before he walked

over to them.

"Ahem." Spider-man interrupted. The two kats turned around.

"I think you guys had better come with me." The two kats looked at each

other.

"Should we trust him Razor?" T Bone said. Razor nodded.

"Yes." He said. "Besides, he knows more about this place

than we do." He turned to Spider-man. "OK buddy." He said to him.

"Lets go."

Spider-man helped the SWAT kats, down the side of the building, into the

alleyway were he had hid his civilian clothes. The SWAT kats watched

with curiosity as Spider-man changed from his costume into his normal

everyday clothes.

"So your a super hero too." Razor said watching him stuff

his costume into a knapsack.

"Uhuh." Peter Parker said. "Got bitten by a radioactive

spider, a few years ago." He laughed a little. "Long story." Then

something crossed his mind. "You guys are going to need some disguises.

You can't walk around the city looking like that." T Bone looked down

at his uniform.

"Your right Spider-man." Razor said. "Have you got anything

to make us look more like, uh, you do?"

"You mean Human?" Peter said.

"Yea."

"No problem." Peter said, walking over to a blue bin. He

opened it to reveal clothes. "Life line bin." He said. The two kats

smiled.

Peter Parker, and the SWAT kats, dressed up in trench coats, cough a cab

back to his apartment with out causing any suspicion. Once inside the

apartment, the SWAT kats, took off the trench coats and drooped onto a

nearby couch.

"I thought that cab driver would notice us for shore." T Bone

said, as he took off his mask and helmet.

"Well maybe if you had kept your hat on. He would never have

looked in the back in the first place." Razor said doing the same

thing. Peter came over to them, he had a lot of questions to ask them.

"So." He said, getting both their attached. "How did you guys

managed to get hooked up with the Green Goblin?" The two kats looked at

each other, then at Parker.

"Green Goblin?" Chance said.

"The guy in the green and pink suit, flies on a robotic bat."

Jake spoke up.

"Ah, him. He just appeared out of nowhere, then as we were

fighting him, he pulled us both into this porthole, and you know the

rest." Peter nodded.

"You look really weird Spider-man without your costume." T

Bone said. Eyeing him over.

"Please." Peter said. "Call me Peter, Peter Parker."

"OK." Jake said. "I'm Jake Clawson, and this is Chance

Furlong.." Peter smiled.

"Please to meet you Jake, and Chance." He said. Then another

thought cross his mind. What would be Mary Jane's reaction to these two

kats. Oh well, he thought, he'll burn that bridge when he comes to it.

"So." Peter said sitting down next to the SWAT kats. "What do

you guys want to talk about?" The SWAT kats were silent for a few

moments.

"Well do you want to talk about our worlds?" Peter suggested.

The two kats looked at each other. They seemed to be doing this a lot.

"OK, why not." Chance said. The three of them talked for

quite some time, before they were interrupted by the door begging opened

by Mary Jane. She took one look at the kats, and fainted dead away.

"Who's that?" Chance asked looking at the unconscious body of

Mary Jane Parker.

"That's my wife, Mary Jane Parker." He ran over to her and

revived her.

"Oh Peter." She moaned. "I thought I saw these cat like

people and…" She saw Chance looking down at her. She didn't scream

because she was used to these kind of things being Peter Parker's wife.

Instead, she just stiffened.

"Hay don't be afraid lady." Jake said to her. "We won't

bite."

"It's OK M.J." Peter said to her. "There, uhh, friends of

mine." This seemed to reassure her a bit.

"The one thing I can't stand about you Peter Parker." Mary

Jane said. "Is that you have the weirdest friends." She got up, and

looked at the kats in front of her.

"M.J." Peter said. "I would like you to meet Jake Clawson,

and Chance Furlong." He also whispered to her not to make any cracks

about their last names. She shock hands, paws with the two kats, and

introduced her self. She was a little nervous at first, but she

eventually cooled down.

Crime Central

The elevator platform with the Kingpin on it, came up to Crime

Central, and stopped with a jolt. The Kingpin walked off the platform

and towards his desk. Once he reached it, he sat down, and growled.

"LANDON!" He cried out.

No sooner had he yelled out the man's name, when Herbert Landon entered

the room. The man was half human, half mutant, split right down the

middle.

"You called, sir?" He said in his thick, British accent.

The Kingpin didn't bother to answer him back politely.

"Landon." He said. "I now have a major problem on my

hands."

"No surprise in that." Landon said under his breath.

"I'll ignore that crack, just this once." The Kingpin said,

as he turned to his computer. "It appears that I now have a problem

that I thought was finally over and done with." He typed in a few

commands, and a picture appeared up on the main screen. "It appears

that Harry Osborn has resumed the Green Goblin identity, which I thought

he'd finally given up." The picture then changed from the picture of

the Green Goblin, to a security camera, which had recorded the sequence

of events that had just recently happened.

The Kingpin watched with anger, as he watched the Green

Goblin.

"Excuse me for interrupting." Landon said. "But did I just

see two cat people in that movie?"

"Indeed you did Landon." The Kingpin said. "I don't know

how young Osborn managed to get hooked up with those cat creatures, but

I don't care." He paused the video, and brought up a close up of the

Green Goblin. "All I care about, it that!" He pointed to the device on

the Goblin's chest. The Time Dilation Accelerator straps. This meant

that the Goblin had been using the machine, and Kingpin wanted it.

"Then what are you going to do?" Landon said. The Kingpin

spun his chair around to a phone.

"I'm going to make a phone call." He said with a smile on

his face.

Peter Parker, Chance Furlong, and Jake Clawson, all sat down on the

couch in the living room. Peter had been giving them a grand tour of

his apartment, and telling them about his history as Spider-man. The

SWAT kats themselves gave Peter a history lesson on their past, as the

SWAT kats.

"You know." Peter said. "That Commander Feral guy reminds

me of my boss. J. Jonah Jameson." Chance laughed.

"Your right, he dose too." Jake decided to change the

subject.

"So Peter." He said. "Have you got any ideas on how we can

get home?" Peter was silent for a moment.

"Well." He started. "Norman's devise, and the Kingpin's

device both brought you hear, so ether one of them would still have the

coordinates to your home world." This seemed to brighten their hopes.

"So we have a chance of getting back home." Chance said.

"Well." Peter said. "There's a slight problem. We don't

have any of the devises." Jake thought for a moment.

"This Goblin guy, Norman." He said. "Do you know were he

lives?" Peter nodded.

"There's no way you can get into OSCORP." Peter said. "It's

got more guards, than Fort Knox."

"Fort Knox?" Chance said.

"Never mind." Peter said. "The point is, that Norman Osborn

is back, and you can bet your sweet ass that he's going to try every

trick in the book, to make my life a living hell."

"You mean, he knows who you are?" Jake said. Peter nodded.

"He nearly ruined my life once." Peter said. "This time, he

could succeed." The two kats looked at each other, again.

"Maybe we could help." Chance said, trying to sound helpful.

"We've got what you haven't, glovatrix." Peter then remembered the

power, that they held.

"You know something Chance." He said. "That's not a bad

idea." The SWAT kats, and Spider-man then began to plot what they where

going to do."

OSCORP, Harry Osborn's Office

"WHAT ARE YOU DOING HERE?" A very surprised Harry Osborn said, to his

father.

"Why Harry, my son." Norman said to him. "I live here."

This was all to much for Harry to cope with at once. First his father

disappears, then he turns out to be the Green Goblin, then Peter turns

out to be Spider-man. Now, his father was back from limbo, alive and

well. Harry got up from his desk in his room, and walked over to his

father. Looking at him, he then burst out into tears.

"I thought I had lost you forever dad." Harry sobbed.

"I'm now free Harry." He lied. "The Green Goblin no longer

controls me." He hugged his son. "I'm proud of what you've

accomplished while I was gone." Of course, he met for Harry turning

into the Green Goblin.

"Come on dad." Harry said. "I can't wait to see Silvermaine's

face when he sees you alive." Norman smiled.

"Neither can I son." Norman said.

The VAULT (a maximum security person for super powered criminals)

Jason Phillips Macendale a.k.a the Hobgoblin sat in his cell pondering

about life. He was thinking about his life as the Hobgoblin, before

that idiot Green Goblin, humiliated him, and ended up putting him behind

bars. Boy did he want his revenge.

Suddenly, his train of thought was interrupted by the sounds of sirens

going off. Then the cell wall crumbled, and was torn apart by two

mechanical arms. When the dust settled, there stood Doctor Octopus. He

warped one of his tentacles around Jason, and took off, under a hail of

gun fire.

Jason Phillips Macendale, now stood in crime central, dressed as the

Hobgoblin, in front of Kingpin, Herbert Landon, and the Insidious six,

minus the Chameleon.

"OK Fatso." Hobgoblin said to Kingpin. "What's the deal?"

The Kingpin smiled.

"Such gratitude." He said. "Perhaps I should have left him

in the Vault to rot."

"Your here." Landon started. "Because you're the only one

capable of tackling the Green Goblin, plus the Insidious six needs a

sixth member, to replace the traitorous Chameleon"

"Are you mad?" The Hobgoblin said. "The last time I fought

with the Green Goblin, he kicked my ass, and nearly killed me, if not

for Spider-man." The Kingpin didn't move.

"I am quite aware of what happened." The Kingpin said.

"However, I can introduce you to some new weaponry so you will be able

to tackle him, next time." The Hobgoblin just frowned.

"Why should I trust you with my very life Kingpin." He said.

"The last time I trusted you, I ended up in jail." The Kingpin's smile

widened.

"Look around Mr Macendale, and you'll see that your in no

position to bargain." He looked around. Twenty guards, the Insidious

six, and some robots with lasers trained at him.

"OK Kingpin." He said. "Lets here it."

Peter, Jake, Chance, and Mary Jane, were all watching the news. Norman

Osborn was on it, and he was announcing his return.

"Welcome, ladies and gentlemen." Norman said. "Some time

ago, I had a vision. I would use my family fortune to do good works.

Helping people in need throughout this city….and throughout this world.

And so — the Osborn Foundation was born." His face seemed to drop

into one of sadness. "But I was forced to leave, and place it into my

sons hands, who handled it lovely, until he missed me, and it drove him

over the edge." Then happiness repaired. "But now, it's my great

pleasure to resurrect that dream, and the Osborn Foundation is reborn."

His face twisted into an evil grin. "And nothing is going to stop me

now."

His speech was interrupted by a reporter putting up his hand.

"Uh…Mr Osborn." He called out.

"Yes?"

"Mr Osborn, I hope I'm not offending you, but, — uhh –

aren't you supposed to be dead?" Osborn smiled.

"As Mark Twain observed, "The reports of my death have been

greatly exaggerated." He leaned closer to the mike.

"You see, my life was in danger. A man of my importance has

many enemies. I was being threatened…. My family was being threatened.

And so I thought I would be best to allow the world to believe that I

was dead."

"What made you decide this?"

"It was during my son Harrie's twenty first birth day. As

everyone would recall, that was the night I disappeared. You see, I was

threatened by the Green Goblin, who hated my family with a passion. I

decided that's when I must leave."

"Mr Osborn?" Another reported called out.

"Yes?"

"Isn't it true that your son adopted the Identity of the

Green Goblin for a time?"

"Too true." Osborn said. "The persecution of his father

became too much for his fragile mind… and he snapped." He shock his

head. "Another victim of the true Goblins evil. Who ever he is, I hope

your happy at what you've done to my son, you evil son of a….."

"What a load of crap." Peter said turning off the T.V.

"How can anyone like him?" Chance asked.

"He's manipulated the public, into believing what ever he

says.." M.J. said "He has a way of doing that."

Just then, there was a knock at the door.

"Hide." Peter said to the SWAT kats. They did so quickly,

and peter opened the door. Outside was a delivery man, holding a

package.

"Peter Parker?" The man said. Peter nodded. "Sign here."

Peter signed the form, and took the package. He opened it, inside was a

note.

"Dear Parker/Spider-man." Peter read. "It's nice to see you

again. I'm sure you saw my little t.v. appearance and impressed by it.

How about we meet over at the abandon docks area and talk things out.

Love Norman." He though the note into the bin.

"So what do we do?" Jake asked. "We know it's a trap."

"We have little choice." Peter said. "We have to be there."

Mary Jane hugged her husband.

"Come back in one piece tiger." She said. Peter hugged her

too.

Some time later, Spider-man, and the SWAT kats, stood at the abandoned

Docks waiting for the Goblin.

"Do you think he'll show?" Razor said.

"I know the Goblin all right." Spider-man said. "And he'll

show." Suddenly, they were interrupted by laugher. They looked up to

see the Green Goblin flying towards them, on a newly made battle glider.

"Ahhh Spider-man." He said. "I'm so glad you could make it."

He looked over at the SWAT kats. "And you brought along some friends

too." T Bone growled

"Get to the point Goblin." He said. "Why are we here?" The

Goblin smiled.

"You want the Time Dilation Accelerator don't you." He said

to the SWAT kats.

"That would be nice." Razor said. The Goblin laughed again.

"Well I'm afraid that will not be possible." The Goblin said.

"I left it back in your world, I a garbage bin. However, I intend to

get one from Kingpin, and soon, I'll be invincible." He stooped

laughing, and turned towards the trio. "Enough talk now." He said.

"It's time to finish you all off." He flew closer to Spider-man. "It's

always been between me and you, Peter." The Goblin snarled. "It would

always had come to this moment. That I would always have my vengeance

against you."

However, before he could even though a single bomb, a

pumpkin bomb was thrown in from of him. The Green Goblin was knocked

back by this. All four of them looked up to were the source came from.

"What the?" Spider-man said. Hovering in the sky, was a

black capped Hobgoblin, hovering without a flying bat, and he had really

long prongs on his arm.

"Macendale?" The Green Goblin said.

"It's me Green Goblin." He said. "Prepare to meet, the all

new Hobgoblin!"

"Hobgoblin?" T Bone said. "How many Goblins are there?"

"Just two." Spider-man said, looking at the Hobgoblin. "Nice

to see you again Hobbie" Spider-man called out to his old foe.

"Spider-man?" The Hobgoblin cried out. "After I deal with

the Green Goblin, I'll come back for you." Then he noticed the SWAT

kats. "Who the hell are they?" He said.

The Green Goblin used this destruction to attack the

Hobgoblin. He fired a smart bomb at him. The hobgoblin saw this coming

and blasted it out of the sky. Then he engage the Green Goblin in

aerial combat.

"Cheap impostor!" The Green Goblin called out to the

Hobgoblin.. "I defeated you once before, I can do it again." The

Hobgoblin laughed.

"But this time, I've got better hard wear." He called out.

"Once I've finished with you, I'll take care of your buddy, Norman

Osborn."

The SWAT kats, and Spider-man watched the scene from the ground below.

"I wonder how the Hobgoblin got out of jail?" Spider-man

said. He was interrupted from behind.

"We let him out wall crawler." All three turned round to

face the Insidious six.

"Oh Jesse." Spider-man said. "Not you guys again."

"Doctor Octopus, Shocker, Scorpion, Rhino, and the Vulture at

your serves." Doc Oc said. Then he noticed the SWAT kats. "Who are

they?" He asked.

"Were the SWAT kats." T Bone yelled. Doc Oc shrugged

"No matter." He said. "Kingpin's orders are to destroy

anyone who gets in our way, namely you three." He looked at the rest of

the six. "Get 'em." He said. The five villains then charged down the

SWAT kats, and Spider-man.

"Here kitty, kitty, kitty." Rhino teased as he charged at T

Bone. T Bone smiled.

"Didn't your mother ever tell you, not to tease the kat?" At

the last second, T Bone steeped out of the way, he stuck his foot out,

and tripped Rhino, grabbing hold of his horn, he then stirred him to the

left and sent him falling into a cement wall, were his horn got stuck.

"SWAT kats huh?" Scorpion said to Razor. "Well, I'm going to

swat YOU!" He raised his tail high in the air, and brought it down.

Razor just managed to get out of the way. Scorpion then fired a jet of

acid at Razor how it nearly hit.

"His tail is his weakness." Razor said to himself, as he

dodged smash after smash from the Scorpions tail.

"What's the matter kat?" Scorpion said to Razor. "To good

for ya?" Razor aimed his glovatrix at Scorpions tail.

"Nope. " He said, firing off an Octopus missile. "To ugly for

me." The missile caught the Scorpions tail and took him for a ride out

onto the ocean. T Bone and Razor then joined forces and got ready to

tackle the last two thugs. The Shocker, and the Vulture.

"I'll take the big one." The Vulture said to Shocker. "You

take the small one." Shocker nodded, then fired a wave of sonic blast

in the direction of Razor. This caught Razor by surprise and was sent

flying back into a wall. Meanwhile, T Bone wasn't having much luck

ether. The Vulture was flying around him, cutting down every missile, T

Bone shot at him. Then he would go into a dive bomb, and punch T Bone

in the face.

The shocker walked up to the hole in the wall were Razor had disappeared

though.

"You in there kitty?" He called out. Suddenly, a paw shot up

though the bricks beneath shocker, and landed him one under the jaw.

Shocker feel back, stunned.

"Don't ever call me kitty again." Razor said with a grin on

his face.

"Ohh." Shocker said. "You'll pay for that, kitty." He

prepared to fire at Razor, but Razor fired his cement mini gun from his

glovatrix before Shocker could. The cement slugs hardened around

Shocker's gloves, and the weight of them made Shocker fall to the ground.

"I warned you." Razor said, fly kicking him to the head.

"Don't call me that."

The Vulture had T Bone on the ropes.

"And Now." The Vulture yelled, coming in for the final kill.

"We say, good by."

"Not in this lifetime." T Bone said. He fired a buzz saw

missile at Vulture, who didn't have time to react. The missile cut of

his right wing, and he fell plummeting to the ground.

"That was quite a workout." Razor said, dusting of his paws.

"You said it buddy." T Bone said looking at all four of the

fallen villains. They both looked over by the jetties, to see

Spider-man battling Doc Oc.

"Come on." Razor said to T Bone. "We gotta go help

Spider-man."

"Ahhh." Doc Oc said, watching the SWAT kats running towards

him. "The kats want to play too."

He hit them both with his tentacles. "That's ok. I've got plenty of

pain to go around." Spider-man used this distraction wisely.

"Hay Oc." He called out to him. "Remember this?" He sprayed

webbing in Oc's eye's.

"Aaargghh!" He cried out as he tried to get the webbing of his

glasses. "You'll pay dearly for that insect." Spider-man then fly

kicked Octopus in the head, knocking him out cold.

"Well." Spider-man said, looking around at the defeated

Insidious six. "That's that." Then another thought crossed his mind.

"Say, I wander what ever happened to Hobgoblin, and Green Goblin?"

His question was meet by a pumpkin bomb exploding in the middle of the

three of them. They looked up, to see the Hobgoblin, hovering in mid

air, carrying the Green Goblin over his shoulder.

"Kingpin will pay me extra to bring you three in, along with

the Green Goblin." He then shot all three of them with a stun gun,

before any of them could act.

As the Hobgoblin floated down to pick up his victims, he

placed the Green Goblin on the ground near by. As he turned away, the

Green Goblin looked up, he smiled, as he saw that his plan was working.

Spider-man was suddenly awakened by someone throwing water on

his face. He looked around to see the insidious six all staring at him.

In the background was the Kingpin, and Herbert Landon. Next to him, all

tied up and still unconscious were the SWAT kats, and the Green Goblin.

"Ahh." The Kingpin said. "Your awake." Spider-man got a

good look at his surroundings. He was in Crime central.

"OK Kingpin." Spider-man said. "What do you plan to do this

time." The Kingpin laughed.

"Well." He started. "Your two friends over there, their

home world is like ours."

"So?" Spider-man said.

"So, I intend to send the Insidious Six into their world, and

rob it blind." He laughed. "Well, that's what I plan to do, for now."

He pointed at the Time Dilation Accelerator. "However, in the future, I

plan to use this machine to teleport anything anywhere, I'll be the most

powerful man alive. I also intend to use it to get rid of my greatest

enemy. Spider-man."

"I'm faltered Kingpin. But you forgot one thing."

"Oh really." Kingpin said. "What?"

"You didn't do my chains up very good." And with that, he

broke them, and leapt out of his chair.

By now the SWAT kats were waking up.

"Oh." Moaned T Bone. "What happened?"

"Never mind that buddy." Razor said looking at

Spider-man.. "Spider-man need's our help."

"Roger that Razor." T Bone said. "Mini Buzz saw blades,

activate." The SWAT Kats were free in no time. T Bone whistled for the

Attention of every one, but only managed to attract the Insidious Six.

"Pay back time." Rhino Cried out, charging at the SWAT

kats. However, they made the mistake of charging altogether. Razor

spotted a sign on a huge tank marked "KNOCK OUT GAS" HE fired a buzz

saw missile at it. The tank was punched, and knocked out the Insidious

Six.

The SWAT Kats both smiled, as they saw their handy work.

Behind them, the Green Goblin had broken his chains, and was already

putting his plan into action.

"Heads up Spider-man." T Bone shouted, firing a spider

missile at the Kingpin. The Kingpin was taken completely by surprise.

However, this did not hold him, he soon broke free.

"How did he do that?" Razor said.

"It's amazing what 398% muscle can do." The Kingpin

growled rushing at them. He picked up both SWAT kats, and proceed to

crush them by using a bear hug.

"NO!" Spider-man yelled out. He punched Kingpin in the

head, knocking him out.

"Well that's done." T Bone said, getting up of the ground.

"Not quite." Said a voice behind them. The Green Goblin

had managed to free himself.

"Wha?" Spider-man called out. "But I thought that the

Hobgoblin had defeated you?" The Goblin just laughed.

"Defeated? By that impostor? Don't make me laugh."

"Then what is your plan?"

"Simple my dear boy." The Goblin said. "I knew there was

absolutely no way I could get into Crime Central without the fat man

discovering me. So, by allowing myself to be defeated, I could get in,

with out any complications." He then pulled out a remote control, and

pressed a button on it.

Suddenly, the roof exploded, and in came the Green Goblins

smaller glider. It swooped low, and the SWAT Kats, and Spider-man, just

managed to avoid it. It flew past the Goblin, who jumped onto it, and

flew off shrieking. "However, I did plan to defeat the Kingpin and his

hired goons all by myself, but it appears you've done the job for me."

"You mean that you set us all up to be captured by the

Hobgoblin, so you could get into Crime Central?" Spider-man said. "But

I don't understand, what do you want from this place, and why did you

want us to be captured, and end up in Crime Central?"

"I needed to get back my little machine, the one that made

me invincible, and that nearly destroyed you!" He flew a little higher,

above the SWAT kats, and Spider-man. "I knew I'd left it behind, and

when I showed up in crime central, I knew I couldn't get it back, so I

had to come up with a plan to do so." Spider-man cocked his head to one

side.

"And you came up with that idea, all by yourself?" he

said sarcastically.

"Of cause." The Goblin said. "But that doesn't mean I

worked alone."

The elevator at the far end, suddenly came up, and

standing on it, were Alistar Smythe, the half human, half cyborg

creature, and Silvermane a very old man. Helping Silvermane to walk,

was his daughter, Alisa.

"Oh great." Spider-man moaned. "I should have guessed it

couldn't be a party without you guys."

"It's good to see you again Spider-man." Symthe said.

"Listen Symthe." Spider-man said. "You were grateful for

me getting you back from that planet to be with your father."

"Indeed I am." Symthe said. "However, I still work for

Silvermane, and he wants you destroyed."

"Lovely." Spider-man said.

Alisa helped Silvermane sit down in the Kingpin's chair,

once down he turned to face his enemy, Spider-man.

"I've been waiting nearly all my life for this moment." He

said. "To have absolute power, over the city." He waved his hands in

the air. "And now, thanks to you Spider-man, I have it." He then

turned back to him. "Although I don't believe I've been introduced to

your furry friends."

"Were the SWAT Kats." T Bone said.

"Yeah." Razor said. "I'm Razor, and He's T Bone."

"I'm charmed." Silvermane said.

Suddenly, everyone's attention was drawn to a moaning

sound, from nearby.

"Ooohhhhhh." The Kingpin moaned, as he sat up. "W-what

happened?" He looked straight ahead, at some blurry objects, and saw

his worst enemy, Silvermane. "Silvermane!" He cried out. "How did

you get in here?"

"You have me to thank for that Fisk." The Green Goblin

called out from above. He was now circling above the Kingpin, looking

down at him.

"HARRY?" He called out. "I swear, when I get out of

this, I'll make your father pay!" The Goblin laughed.

"Do you really think I'm that poor excuse for a Goblin

wan'a'be?" He flew right down to the Kingpin. "If that's what you

think, then your dead wrong."

"If your not young Osborn, then who are you?" The

Goblin laughed again.

"That's for me to know, and for you to find out." He

then flew off, back up to the roof, and just began hovering up there.

"You see Kingpin." Silvermane said to him. "Norman

Osborn created, and hired the Green Goblin, to deal with people like

you, when he came back from Europe, He then contacted the real Green

Goblin, and hooked him up with me, in order to take over Crime Central.

Once he heard that you'd broken out the Hobgoblin, he knew that you'd be

coming for him, so he set up a little meeting with Spider-man, so he

could get all of our enemies in one spot, at the same time." The Green

Goblin floated down from the ceiling and floated down next to

Silvermane.

"But there's one enemy that I want more than you Fisk."

His eyes slid from the Kingpin, to Spider-man. "And that's you." He

said, pointing at him.

"I'm touch Goblin." Spider-man said. "So now that you've

got all the ace's, what are you going to do now?"

"Now." He cried. "Your going to feel the full wrath of

the Green Goblin. He hurled pumpkin bombs at Spider-man, and the SWAT

kats.

"Watch out." Spider-man yelled as he shoved Razor out of

the way of a bomb. Spider-man dodged a blast form the Goblins sparkle

glove, as he had ran out of bombs, but the blast hit the Time Dilation

Accelerator.

"Enough of this Goblin." Silvermane called out, there

will be plenty of time for that later."

"Awww, shit!" The Goblin moaned. "I was having fun."

"If you want to have some fun, would you kindly dispose of

the Kingpin, so that I can take control of his empire."

"Come on fat man." The Goblin called out, as he pulled

out a gun, and fired an unbreakable cable of titanium at the Kingpin.

The cable wrapped around him, and he fell to the floor, and struggled to

break the bonds. The Goblin then flew over to the Kingpin, picked him

up, and flew over to the Time Dilation Accelerator.

He flipped a switch, and a porthole opened up. "Ta ta."

The Goblin said to the Kingpin, as he threw him into the hole. The

moment he threw him in, the Goblin closed the porthole.

Meanwhile, Landon had been watching the whole scene from

the safety of the security box.

"The mighty Kingpin, defeated." He said, as he saw Fisk

being thrown into the porthole. He rubbed his chin with his clawed

hand. "Maybe, there's profit in this whole mess after all." He then

turned to the Hobgoblin, who was standing with him. "The technology

that I have given you should be able to handle the Green Goblin." He

said. "I'll go wake up the rest of the Insidious Six, I just want you

to take down that green goon."

"But you heard him." The Hobgoblin whined. "He was only

pretending to let me defeat him. If I fight him now, who knows what

he'll be like." Landon wasn't in the mood.

"Then just delay him." Landon hissed. "Until I can

figure out how to rescue the Kingpin."

"Why should we risk our necks for that over weight, and

over privileged idiot?"

"Because he's rich." Landon said. The Hobgoblin thought

for a moment.

"Good point."

Back in Crime Central, the Green Goblin had just thrown the

Kingpin, into the Porthole, and closed it up.

"That's one down for the count." The Goblin cried out.

Then he turned to Silvermane. "Now." He said. "Can I destroy them!"

He pointed at Spider-man, and the SWAT Kats. Silvermane smiled.

"You may." He said. "I just want to savour the moment,

when I finally get rid of two of my greatest enemies ever, the Kingpin,

and Spider-man."

Suddenly, the wall over at the far end, exploded, and the

Hobgoblin shot out from the smoke.

"Time for a rematch, Goblin brother." He called out, as

he flew straight at the Green Goblin.

"You're on. Impostor" The Green Goblin cried out, as he

dodged a laser blast from the Hobgoblin. "You're about to face my

wrath." He then hurled some razor sharp bats at the Hobgoblin, who

twisted to get out of their way. The Green Goblin then flew low, to

were there were some bags on the floor, grabbing one, he opened it,

revealing more pumpkin bombs, which he hurled at the Hobgoblin.

"Thanks for the distraction Hobbie." Spider-man called

out.. Then he turned to face Silvermane. "Your next, old man." He

called out.

"Kill him!" Silvermane yelled out to Smythe. Smythe

then raised the two laser guns on his shoulder, and fired at Spider-man.

"Hay!" T Bone called out, as he and Razor, leapt at

Symthe. "Don't leave us out of the action."

"You'll be sorry you ever messed with me Freaks!" Smythe

said, as he shot at the SWAT kats.

"Hay Smythe!" Spider-man called out. "Wasn't I your

original target?" He fired two web lines at Smythe's feet, webbing his

feet together, he then pulled on the web lines, bringing Smythe crashing

down on the ground, hard. Symthe was still firing at the SWAT Kats when

he fell over, and a stray blast, brought some of the ceiling down on top

of him, trapping him.

"Now it's our turn." Razor said, as he and T Bone

fired their cement slugs at the fallen derbie, making sure that Smythe

couldn't get lose.

"Couldn't have done it better myself." Spider-man

said.

Suddenly, Spider-man's spider senses started

screaming, he then jumped out of the way, as he just barley managed to

dodge a pumpkin bomb.

Looking up, he saw the Green Goblin, and the

Hobgoblin battling it out.

"How do you like my new, rapid firing sparkle

gloves?" The Green Goblin called out, as the Hobgoblin was flying, and

twisting and turning, trying to avoid the Green Goblin's blasts.

"How do you like my razor sharp talons?" The

Hobgoblin called out, as he shot for the Green Goblin, ready to slash

into his stomach.

"Not very impressive." The Green Goblin called

out. He then aimed both his sparkle gloves at the Hobgoblin, and taking

careful aim, he blasted the Hobgoblin's prongs that were sticking out of

his arms.

"NO!" The Hobgoblin cried out, as he saw that his

prongs were melted. "You'll pay for that!" He swung about ready to

blast him with a pumpkin bomb.

"I beg to differ." The Green Goblin called out, as

he threw a much more deadly bomb at the Hobgoblin. The bomb caught

him unaware, and the explosion sent him hurtling across the room, and

slamming into a wall.

"Ow." The Hobgoblin moaned, as he groggily looked

up.

"You just can't beat the one true Goblin, can you my

boy." He then flew down to the Hobgoblin, who was buys taking off his

black cap.

"I prefer the old model myself." He said, as he

reached into his bag, and pulled out his original orange cap, and put it

on. Then, throwing of the special robotic harness that helped him fly,

he then pressed a button on a small remote control, and his battle

glider came in. "Ahh, it feels good to be back in the original

clothes." He then pressed another button on the remote, and the battle

glider began firing missiles at the Green Goblin.

"As if that's going to help." The Green Goblin

said.. He flew past the Battle glider, and connected with it, merging

with the Hobgoblin's battle glider, then he lifted up a panel on it's

back, and fired a blast from his sparkle gloves into it.

"NO!" The Hobgoblin cried out. "You've

destroyed the remote control device, I no longer have control."

"Exactly!" The Green Goblin cried out. "When

Norman Osborn made these weapons for me, he showed me how they work, and

everything including how to make my own, so you see, I know everything

about this stuff, more than you do."

"NO!" The Hobgoblin cried out, as he called for

his smaller glider. "I won't let you defeat me again. I can't!" He

then reached into his bag, and pulled out a laser blaster, and began

firing at the Green Goblin.

"Face the facts Macendale!" The Goblin cried out.

"Your no match for me." He then fired a blast at the Hobgoblin,

blasting the gun right out of his hands. The Hobgoblin then reached

into his bag, only to find that he had nothing left in there. No bombs,

no discs, and no more laser guns. He decided there and then, he'd had

enough.

"No reward is worth this." He cried out, heading for

the hole in the ceiling

"Come back here you cowered!" The Green Goblin

shrieked after the Hobgoblin.

"Goblin!" Silvermane cried out. "Forget about him, and

destroy these three!"

"You were lucky this time, Macendale, But I'll be back."

He called out after the Hobgoblin. Then he turned around, and dove for

the SWAT Kats, and Spider-man.

"Round two!" The Goblin called out, as he fired a series

of smart bombs at his victims. "And this time, the Green Goblin, shall

win.

Spider-man leapt out of the way. The SWAT Kats, readied

themselves, as the battle glider flew past, they both jumped onto the

wings of the battle glider, standing on ether side of the goblin.

"Game over Goblin." T Bone cried out, aiming his glovatrix

at the Goblin. He pushed the special button that fired the missiles,

but he was rewarded with a clicking sound. "Oops, outta ammo." He

said.

The Goblin quickly ducks as Razor fired a mini tar-pedo at

him. The missile hits T Bone instead, and sends him flying into a wall,

while the Goblin blasts Razor with his sparkle gloves. Razor falls of

the glider, only to be caught by Spider-man who leaps into the air, and

grabs him in the nick of time.

"Nice save Spider-man!" The Goblin called out. "But can

you save yourself?" he hurled four pumpkin bombs at him.

"Well, there's only one way to find out." He said, as he

leapt into the air, twisted, and dodged the explosions. When he landed

back on the ground, he put down Razor, and turned around to face the

Goblin.

As the Goblin turned around to face Spider-man, he was

shocked, as the wall crawler had disappeared. Suddenly, he felt a huge

wait on his back, as he realised that Spider-man had landed on his back.

"It's just you and me Norman." Spider-man hissed to his

enemy, as he covered his eyes with his hands.

"That's fine by me Parker." He hissed back, as he

grabbed Spider-mans hands, and hurled him over the front of the glider.

Spider-man then fired a web line, and caught the bottom

of the battle glider. The Goblin turned to see Spider-man hanging

there. He then flew towards a low rail.

"Low bridge!" he called out, as he leveled up his

glider, so that Spider man would hit it.

"Not today Goblin!" Spider-man called out, as he jumped

onto the rail. Then as the Goblin pitched straight up to do a loop the

loop, he fired a web line, it stuck to the goblin's back, and he pulled

hard on it.

"YYYAAAAAHHHHH!" The Green Goblin screamed as he was

yanked of the battle glider. His glider was detached from the battle

glider, which continued going straight up, and slammed into the ceiling,

exploding. His smaller glider, fell to the floor, were it landed with a

metallic clang.

Spider-man then jumped down to were the goblin lay, then

firing both web shooters, he covered the Green Goblin in a coating of

think, sticky webbing.

"That ought to hold you Goblin." Spider-man said, as the

Goblin cried out in protest, as he was covered in webbing. Then he

turned to Silvermane.

"And now, for you." He said. But Silvermane wasn't

afraid.

"You know Spider-man." He said. "There's an old saying

that goes "Nobody loves a soldier till the enemies at your front gate."

"What the hell dose that mean?" Spider-man asked.

"Why don't you ask them?" Silvermane said, pointing behind

Spider-man. Spider-man turned around, to see the Insidious Six standing

there, minus the Hobgoblin.

"Oh great, not you guys again." Spider-man whined.

"Yes, us!" The Rhino said, as he charged at Spider-man.

Spider-man quickly leapt out of the way, but then he was hit by the

scorpion's tail, and was sent flying into a wall.

"Ooohhhh." Spider-man moaned.

"At last, we have you, you meddlesome insect." Dr.

Octopus said, as he wrapped one of his tentacles around Spider-man, and

lifted him into the air. "And now, I'm going to crush you like the bug

you are." He then squeezed Spider-man very tightly.

"Arrrrggghhhh!" Spider-man groaned as he was being

crushed by Doc Oc.

"Hang on Spider-man!" Razor called, as he fly kicked

Doc Oc. In the head. The Dr. was taken by surprise, and knocked over.

In doing so, he let go of Spider-man.

"Your mine." T Bone said, as he fly kicked the Rhino in

the face, sending him flying into the scorpion.

"I wanted a rematch!" The Shocker said, as he fired at

Razor. Razor managed to duck out of the way.

"So, you want to rock and roll huh?" Razor said, as he

brought out his mini cement launcher. "Then let's rock!" He flipped

over the Shocker, and fired a short blast of cement slugs at the

Shocker's vibro-blasters. The slugs cover the Shocker's thumbs to the

control buttons of his vibro-blasters, so he is unable to turn them off.

The Shocker is sent ricocheting around the room, until he is knocked

unconscious.

"Get off me you great oaf!" The Scorpion yells as he

throws off the Rhino.

"Watch what your saying bug boy." The Rhino threatens.

"That's it!" The Scorpion yells. "No body calls me

names!" He then swings his tail at the Rhino, who catches it in mid

flight.

"Bug off." He says, as he swings him around, and

throws him into T Bone.

"Thanks for doing the job for me Dumbo." Spider-man

calls out, as he sprays web into the Rhino's face.

"I can't see!" The Rhino calls out, and he starts

throwing punches into the air.

"I'm over here, Hippo!" Spider-man calls out.

"My name is RHINO!" He yells, as he tears of the

webbing.

"Oh really?" Spider-man says, as he punches him in

the stomach. "You mean all this time, I thought it was Hippo?" He then

slams him in the face, then the chest, and in the face again, knocking

him out.

Meanwhile, T Bone was Fighting the Scorpion.

"Stay still, ya blasted flee bag!" The Scorpion said,

as he tried again to whack T Bone with his tail.

"O.k." T Bone said, as he landed on the floor. "Hit

me with your best shot, Greeny." The Scorpion growled.

"Everybody, stop calling ME NAMES!" He then swung

his tail at T Bone. At the last moment, T Bone brought out his buzz saw

and cut the Scorpions tail right down the middle. The two half's fell

down ether side of T Bone.

"What split personality you have." T Bone said.

"My tail!" The Scorpion cried out. "You ruined it."

"Hay, look on the bright side." T Bone said, as he

run towards the Scorpion. "You can just get another one." He then

grabbed his right arm, and twisted it, so the Scorpion bent down. "If I

lost mine." He then began repeatedly kicking him in the stomach. "I

could never get it back." Then he knocked out the Scorpion with a kick

to the face.

Suddenly, the Vulture suddenly swept out of the sky,

and punched T Bone in the face, sending him flying.

"HAY!" Razor called out. "Nobody picks on my

partner without messing with me!"

"Have it your way." The Vulture said, as he dived at

Razor. "I'll give you some action as well." The Vulture then dived at

Razor, and spread his wings apart, ready to slam them back together

again, on Razor, cutting him in half, like a pair of scissors. However,

as he slammed them shut, Razor flipped over the Vulture, and as he

somersaulted over him, he brought out his buzz saw blades, and with two

quick swipes, he cut off both the Vultures wings. The Vulture crashed

into the ground, and rolled for a few meters, before rolling right into

the wall.

Doctor Octopus was watching all this, while fighting

with Spider-man. He wasn't dumb, he knew what happened last time.

Three against one, was unfair, so he decided to beat it. He grabbed

Spider-man, with his to top tentacles and threw him into the SWAT Kats,

before taking off. He pressed a button on a the wall, and disappeared

down the elevator, quick smart.

"Well, that's that." Spider-man said, getting up,

and looking around the room. Smythe, and the Green Goblin lay on the

floor, struggling beneath their prisons. The Rhino, Scorpion, Shocker,

and the Vulture all lay on the ground, out cold.

"That was quite a work out." Razor said, getting up.

"Say." T Bone said, looking over at the Kingpin's

desk. "Were did that old guy go?" He was right. Silvermane and his

daughter had disappeared.

"I'm right here, you flea ridden fur bag." They all

turned around to see Silvermane's face on the big screen monitor.

"During the battle, I decided to seek higher ground, in case the

Kingpin's thugs couldn't take you down.

"Such language Silvermane." Spider-man said, shaking

his head. "What do you have to say for yourself?"

"Just this." His face turned into a snarl. "SMYTHE!

GOBLIN! DESTROY THEM ALL!"

There was a small explosion as Smythe blasted free of

the cement slugs. The Green Goblin who had managed to get hold of one

of his razor sharp bats, had cut himself free, and now stood there,

fuming with rage.

"Nobody humiliates the Green Goblin, and gets away with

it." He growled.

"Then I guess I'm the first." Spider-man said, as he

dodged a pumpkin bomb. "Lucky me."

"I still owe you freaks a good pounding." Smythe said,

firing his lasers at the SWAT kats.

"And were not going to let you have the chance." Razor

said, as he dodged a blast. T Bone leapt at him trying to fly kick him,

but Smythe knocked him away with a single swipe of his hand. Razor came

up from behind him, and punched him in the back of the head. Smythe

just turned around, with a sly smile on his face.

"Holy kats!" Razor said, as he backed off, with Smythe

coming towards him.

Suddenly, a spider missile wrapped around Smythe's waist,

tying up his arms. Razor used this distraction to his advantage.

"Mini Megavolt missile." He said. The missile hit Smythe,

and filled him with electricity. Smythe screamed out in rage, and fell

to the ground, sparking. T Bone walked up from behind, dusting his

paws.

"Nice work buddy." Razor said.

"Not bad yourself buddy." T Bone said. On the ground,

Smythe, weakly pressed a button on his belt,

"Time f-or p-plan B." Smythe groaned, then he fell down

again.

"I hope that didn't do anything that I would regret."

Razor said, as he saw what Smythe had just done.

Just then, the sound of jets could be heard, and a twelve

foot tall robot came in, and landed on the ground, just a few feet in

front of the SWAT Kats. It had a human body with a dome for a head. It

was all metallic grey, with a few view screens on it's head.

"What the hell is that?" T Bone said, as the Robot took a

few steps towards them.

"T-that is my-my, all new Mega-mega Slayer…." Was all

Smythe mumbled, then he shouted. "Robot, destroy them!" Then he

passed out..

"Dang!" Razor said, as the robot raised a finger, and

fired a laser bolt at them. Then it raised it's arm, and fired a

missile at them.

"Crud!" T Bone shouted as he jumped out of the path of

the missile.

"Hay T Bone!" Razor said, as he brought out his shield.

"Dose this robot remind you of something we once fought?" T Bone

thought for a moment.

"I know." He said, as he brought out his shield. "They

remind me of those mummies the Pastmaster coughed up, before he died!"

Razor nodded.

"Exactly." He said. "So don't you think it should have

the same weakness?" he jumped away from another missile.

"I don't see why not!" T Bone said, as he watched the

robot turn on it's rocket boosters on it's feet, and sail up into the

air.

"Then lest do it!" The both took down their shields

and fired a match head missile at the robots view screens.

"BINGO!" Razor shouted, as the missiles hit on

target. One missile completely destroyed the view screen, and the

other, knocked off one arm. The robot landed back on the ground, and

began sparking. It then raised it's good arm, and began firing away

wildly.

"We've got to take it out, before it takes us out." T

Bone said, taking aim once more.

"Fire!" They both shouted, as they let lose another

volley of match head missiles. The two missiles took of the robots

head, and it fell over, sparking, and shaking.

"YOU CATS HAVE COST ME MY EMPIRE!" Silvermane

screamed.

"Father, control your self." Alisa Silvermane said,

putting her arm around her father. "Remember your blood pressure."

"Yeah." T Bone said. "You don't want to over boil."

From his hidden room, Silvermane fumed. Suddenly, his eyes went wide.

"Goblin, look out!" He cried. "You're going to smash

the s….." Suddenly, a pumpkin bomb connected with the view screen,

blowing it to fragments, and shattering the screen. The SWAT Kats

turned around to see Spider-man battling with the Green Goblin.

Else were, Silvermane brought his fists down on the

computer screen.

"Damn!" He cursed. "I was so close, if not for those

cat creatures, I would have destroyed Spider-man, and now Kingpin's

empire would be all mine." His daughter smiled, and rubbed his

shoulders.

"Cheer up father." She said. "I know you very well,

and I believe that the Silvermane I know, would not be set back by this

little upset." Silvermane smiled.

"Your right my dear Alisa." He said. "What would I

ever do without you?"

Back at Crime Central, the Green Goblin was now fighting

both the SWAT Kats, and Spider-man. The Goblin then reached into his

bag, but found no more pumpkin bombs. He flew up to the ceiling to

asses the situation he was in. The Insidious Six were down and out. So

was Smythe, and his Mega Slayer. Silvermane was no were to be seen, and

he was the only one left, up against three enemies. This was a fight he

couldn't win.

"I'm afraid I'm going to have to put our little battle on

hold for now Parker!" The Goblin said, as he flew down, towards the

Time Dilatation Accelerator. He flipped the switch and turned it on.

The machine had been hit during the battle, and as it was turned on, it

was sparking all over. "I'm outta here." But before he could enter the

porthole, a red type of blob suddenly came out of the porthole, and

headed straight for the Goblin. "Get away from me!" He cried out, and

shot it with a blast from his sparkle glove. He hit the blob, and it

dived out of the Goblins way. But then it grabbed him, and threw him

into the wall. The Goblin hit the wall, and slid down, groaning.

"Look out!" Spider-man shouted, as it leapt for the

trio.. He had an idea what it was, and he was prying to god, that it

wasn't. Razor and Spider-man were lucky, they managed to jump out of

the way, but T Bone wasn't that fast. It latched onto T Bones arm, and

began to engulf him. Spider-man's eye's widened. His worst fears were

true. He knew what it was.

"Oh no." He said. "It can't be him, not here, not now."

Razor was confused.

"Who?" Razor cried watching this thing cover T Bone in a

few seconds. Suddenly, T Bone stood up. His eye's were big and white.

His uniform was still visible but there were these red type of vanes

running down his body. His mouth was replaced with a mouth full of red

sharp teeth. and his paws were replaced with these red claws. He

laughed out loud, and jumped into the porthole.

"T Bone!" Razor cried out. He then turned to Spider-man,

"Spider-man. What was that thing that took over T Bone?" Spider-man

was silent for a few seconds, then he spoke.

"It was the Carnage symbiote." He said in a low voice. "I

thought it was destroyed but it now appears as though I was wrong."

Razor ran towards the porthole.

"Come on." he cried out. "We gotta go save T Bone."

Together, Razor, and Spider-man leapt into the black hole,

and landed in a garbage bin.

"Were are we?" Spider-man said climbing out of the bin.

Then he saw something. "Hay this looks like the Time Dilation

Accelerator." He picked it up and turned it off. Razor noted that.

"Spider-man." He said. "Lets get up on the roof. "I want

to see something." Spider-man grabbed Razor, and they ran up the side of

the wall. On top of the building, was the wounded Turbo kat, exactly

were they had left it, before they fell into Spider-man's world.

"Spider-man. Razor said. "welcome to Megakat city." Spider-man looked

around.

"Your right." He said. "It dose look like New York."

Then something crossed his mind. "Oh no." He said. "Didn't T Bone

jump into the porthole as well?" Razor then realised it. "You've got a

dangerous killer running lose in your city now Razor." Spider-man said.

"And your going to need my help to stop him."

"Well." Razor said. "Lets go find him."

"Wait!" Spider-man called out. Razor stopped, and

looked at him.

"Why?" Razor asked.

"Carnage is the most dangerous villain I've ever faced."

Spider-man said. "You and I can't take him on all by ourselves. We

need help."

"Who have you got in mind?"

Deep in the Jungles of the Congo…

Sergei Kravinoff, a.k.a Kraven the Hunter stood, perched

in the tree, looking down at the lion he was hunting. A smile spread

across his face, as he felt the winds sift, and his love, Dr. Mariah

Crawford, landed beside him, on the same branch. She, like him, had

adopted a name of her own. She now called herself, Calypso.

"The Hunter, is now the hunted, is it not, my little

Calypso?" Kraven said. She smiled.

"Like lambs to the slaughter, my dear Kraven." She said,

and they kissed.

Suddenly, the mood was changed. They both felt the same

disturbance. Below, the lions all ran away. Then, a porthole opened,

and two creatures jumped out. One was human, the other, looked like a,

human cat. Kraven recognised the human.

"Spider-man?" He cried out. "What are you doing

here?" Spider-man looked up into the tree tops.

"Kraven!" he called out. Kraven leapt from the tree

tops, to the ground, and landed in front of the two visitors. "I'm so

glad I found you."

"Why are you here, in my domain, Spider?" Kraven asked.

"I sense not aggression from you, but helplessness." Calypso jumped

down next to Kraven.

"I sense it too, My dear Kraven." She said. "What is

it you want Spider-man?" Spider-man hesitated a little, before he

realised it was his dear friend, Dr. Crawford.

"I need Kraven's hunting abilities on my side."

Spider-man said. "A great evil has been unleashed, and I need your help

Kraven." He said.

"What great evil is this?" Kraven asked.

"A creature calling it's self, Carnage, has returned."

Spider-man said. "I took over a good friend of mine, and will probably

do some damage to his life!" Kraven stroked his beard.

"And who is this?" He asked, looking at Razor.

"I'm Razor, Mr Kraven." Razor said. "I'm not from this

world, I'm from another dimension."

"Another dimension?" Calypso said. "Is that how you got

here?" Spider-man held up the time Dilation Accelerator.

"Using this device, yes. That's how we found you."

"This Carnage?" Kraven said. "What is he like?"

"It's a symbiote and a cold blooded killer." Spider-man

said. "When I first meet him, he bonded with a psycho killer, named

Cletus Kassidy. The second time I meet him, he'd bonded with another

version of me, and tried to destroy all reality." Spider-man was now

pleading. "Please Kraven, I need your help." Kraven thought for a

moment, then turned to Calypso.

"What do you think, my little Calypso?" He asked. She

smiled at him.

"Spider-man has always been my friend." She said. "And

he was there for you too, my love." She rubbed his arms. "I say that

you should help him." Kraven smiled at her.

"Anything for you, my little Calypso." Kraven said.

"Spider-man." He said to him. "I'll come with you, and help you, and

your cat friend."

"Great." Spider-man said. "Lets get going, we need

three more players before we can get started."

"Who?" Kraven asked.

"You know one of them." Spider-man said, as he turned

on the Time Dilation Accelerator. "Her name, is the Black Cat!" And

with that, Kraven, Spider-man., and Razor all jumped into the porthole,

and it closed up behind them.

Some were in Eastern Europe…

Night was settling in the village some were in Austria.

The village was small, and out of the way. Not a soul was out in the

streets that night. Or was there.

In the middle of the street, a figure walked down the

foot path. He was wrapped in a black trench coat, with a black wide

brimmed hat, and was hurrying along.

Suddenly, a shadow stepped out from the darkness of an

ally. The man on the road looked up at the figure.

"W-who are you?" He asked, in a German accent. The

man gave out a hiss.

"I need your plasma!" He opened his mouth, to reveal

two sharp fangs. He was a vampire.

"Not today!" The man cried, as he threw away his hat.

His skin was white, and his nose was distorted, and like the vampire, he

too had fangs. He was Morbius, the living vampire. He then threw a

punch at the Vampire, who was taken by surprise, and was knocked back,

into the ally.

"Die!" The other vampire hissed, as he flew at

Morbius, and slammed him into the wall. Morbius then kicked the vampire

in the stomach and he fell into a garbage bin.

"I don't think so." He said.

"Nice going Michael." A female voice said. Just

then, a new figure dropped into view. She wore a black, skin tight

suit, she had white gloves and boots, with long white hair, wearing a

black face mask. She was the Black Cat. "Now I'll finish the job."

The Black Cat stood tall and proud, as she raised the small odd looking

flash light in her hand.

Just then, before she could push the button, a small

grenade type object landed in front of the vampire, and exploded,

sending a brown coloured gas into the air.

"Die, night stalker!" A new voice cried out. The

vampire shriek out loud, and after struggling for a few moments, it

turned into powder, and died. Another figure dropped into view. He

wore black leather biker's clothes.

"Did you have to do that Blade?" Black Cat asked, as

he walked into the moon light. "I thought we agreed that I was going to

kill this one." Blade smiled.

"It slipped from my hand." He said. "That's one less

night Stalker to worry about."

"True." Morbius said. "So, were are we heading

next?" Blade brought out a map.

"We're heading to…."

Suddenly, a black porthole opened out of no were, and

out jumped Spider-man, Razor, and Kraven the Hunter. The three vampire

hunters just stood there, blinking.

"Cat!" Spider-man said, when he saw her. "Thank god

I've found you." The Black Cat was stunned.

"Spider?" She said. "What are you doing here? I

thought I left you in New York." She then looked over at his followers.

"Hello Kraven." She said.

"Greetings Cat." Kraven said.

"And who, or what is that?" Cat said, looking at

Razor..

"It appears to be an Anthropomorphic cat, Cat."

Morbius said.

"Hi." Razor said. "I'm Razor, I'm from another

dimension."

"Figures." Blade said. "But what dose that have to

do with you being here?"

"I think I'd better explain this." Spider-man said.

Time passes….

"….and that's the whole story." Spider-man said.

"Wow." Black Cat said. "So this Carnage is lose, in

another dimension?"

"That's right." Razor said. "And it's in mine."

"I'm truly sorry about what happened to your partner,

Razor." Morbius said. "I wish I could help."

"You can help, by helping Blade hunt down the rest of

the worlds vampires." Spider-man said. He then turned to Cat. "So,

will you help me, Cat?" He asked. Cat rubbed her chin.

"You drive a hard bargain Spider." She said. "But

o.k. I'll be great to work with you again. Count me in."

"Great. I knew I could count on you Cat."

Spider-man said. He then raised the Time Dilation Accelerator and

turned it on.

In a dimension, not quite like our own…..

The streets of New York. What a dump. These were

the thoughts of Ben Reilly, as he walked down the destroyed streets,

trying to salvage what ever he could find, that could be useful. He

looked like Peter Parker, but his hair was different, and it was blond.

Ever since that blasted Carnage Symbiote had showed

up, and ruined the life of the Peter Parker of his world, New York

hadn't been the same. He was, like Peter, a costumed crime fighter,

going under the name of the Scarlet Spider.

He could still remember how the news had hit him,

when Spider-man came back, and told him that his Peter Parker was dead.

Killed himself trying to rid the world of that evil. Carnage. He

wished that Miles Warren had never clones him, and created this whole

mess. But now, he existed, and he couldn't prevent that. He wished he

knew who was the real clone, weather it had been him, or Parker. He

wished it had been him.

Suddenly, a black portal opened up in front of

him. One like the one that brought Carnage into his world. Cursing, he

ripped of his shirt, and started to change into the Scarlet Spider,

ready to deal with what ever menace was coming though.

Suddenly, Spider-man, Black Cat, Kraven, and some

cat person jumped out of the hole, and landed before a very confused Ben

Reilly.

"Spider-man?" he cried out. "What are you doing

here?"

"Scarlet Spider!" Spider-man said. "I need you to

listen, because I need your help."

Later, in a dead dimension…

The party of five leapt out of the porthole, and

landed on a floating rock.

"Are you sure he'll want to help us?" Scarlet Spider

said, as they looked around the strange new world they were in. "I

mean, from what you told us, he doesn't sound like some one we should

recruit."

"He will." Spider-man said. "He hates Carnage more

than he hates me."

"Did somebody mention my name?" A high pitched

voice called out from behind. The party spun around, to see none other

than Cletus Kassidy. "Well, hello web man." He said, with a huge grin

on his face. "I never thought I'd see you here."

"Can it Kassidy." Spider-man said. "I didn't come

here for you, I came here for someone else." He jumped over to the rock

were Kassidy was standing, grinning like an idiot. "Where's Eddie

Brock?"

Suddenly, a huge black object with a white spider on

it's chest landed between Kassidy, and Spider-man. Two huge hands

picked Spider-man up off the ground, and lifted him into the air.

"Well, well, well." Venom said. "We were wondering

when you'd show up again. Spider-man." He held Spider-man just inches

away from his snapping jaws.

"Brock!" Spider-man called out. "Listen to me."

Venom shook Spider-man like a rattle.

"There is no Eddie Brock." He said. "Now there is

only, Venom. And we've been looking forward to this day, for quite some

time." He then pulled back his right fist. Suddenly, a spider missile

wrapped around Venom, allowing Spider-man to escape.

"Brock, Venom, or what ever you call yourself."

Razor said. "Just listen to Spider-man. He, and I, need your help."

Venom roared as he snapped the ropes on the spider missile.

"Why should we listen to that insect, let alone

you, cat man." Venom said. "Why shouldn't we just break you like we

plan to do to that Spider creep?"

"Because Brock." Spider-man said. "It's someone

you hate more than me." Venom laughed.

"There is only one other we hate, more than you web

crawler." Venom said. "And that is that stupid Carnage." Razor

stepped forward. Venom raised both his hands, and covered Razor with

webbing of his own.

"Venom!" Razor called out. "Carnage is lose in

my world." Venom stopped. "And Spider-man, and I, we need your help in

stopping him. Please, will you help us?" Venom paused over Razor,

both Spider-man, and the Scarlet Spider stood ready, in case Venom did

anything rash.

"Very well." Venom said, picking Razor up. "We

will help you cat man, and your wall crawling friend." He then grabbed

the webbing on Razor, and ripped it right off him. "But you must leave

Carnage to us. Got it?" Razor nodded.

"He's all yours." Razor said.

"My babie's still alive?" Kassidy said, peering

from around Venom. Venom looked down at him.

"You won't be, once I'm finished with you."

Venom said. Kassidy looked up at him.

"You wouldn't be saying that if I had my symbiote

with me." Kassidy said.

"Get lost." Venom said, picking up Kassidy by

his face, and throwing him away. He then turned to Spider-man. "Let's

get this over and done with, Spider-man."

"Thank you Eddie." Spider-man said.

"For the last time, I'm Venom!" He shouted.

Spider-man backed off, then turned on the Time Dilatation Accelerator,

and they all leapt threw the hole, and into, Razor's world. Into

Megakat City. While the others marveled at the city, Spider-man

wasn't.

Spider-man looked at the city. The afternoon

sun casting a blood-like red on all the buildings. In the midst of

those buildings he imagined Carnage's face, laughing at them.

TO BE CONTINUED…