"What the hell is that?" Miles says out loud. He is woken up by the sounds of blaring sirens outside his window as about a dozen cop cars speed down the streets.

He looks out his window to see fires burning at The Raft. "Oh my god. This isn't good. I guess sleep is overrated anyway." Miles quickly puts on his Spider-Man suit, and attaches his webshooters. He also puts on a black watch-like device onto his wrist. It's white with a pink and teal spider logo.

Miles jumps out of his window and follows the trail of police cars down the street heading towards the prison. By the time he arrives at the prison the cop cars have all stopped and the police that were once inside them either lie unconscious or dead all around the prison entrance. That's when he sees them. Six of his most deadliest foes being led through the yard by none other than Olivia Octavius also known as Doctor Octopus.

"Let's get back to my lab. It's a fixer upper, but it'll do for now. We need a plan to kill that spider."

"Actually Liv, That might have to wait. Ya see I'm not gonna let you and your island of misfit bad guys leave."

"Looks like Christmas came early this year. Get him boys!" Olivia shouts. "Do whatever you want to him!"

With that the five men behind Olivia all lunge at Miles. Vulture flies towards him but Spider-Man quickly dodges his attack. Shocker sends waves from his gauntlets that knock over a street light that nearly crushes Spider-Man, but he is able to dodge it.

"You guys are going to have to do better than that! You haven't even touched me yet!"

Scorpion and Tombstone both leap at Spider-Man, but he quickly webs up Scorpion's legs and delivers a punch to Tombstone's jaw that sends him flying back. While he is flying back he nearly hits Norman Osborn who is waiting on the sidelines.

"Norman, I think it's time you stepped in." Olivia suggests. "How about you drink up and get in there?"

"I'm waiting for the right moment Octavius, trust me."

Norman is tactically watching every move Spider-Man makes as he bobs, weaves and punches the four men attacking him. Norman sees a blast from Electro connect with Spider-Man sending him flying back into the arms of Vulture who was waiting behind him.

"Now!" Norman shouts. With that he takes a swig of the vile of formula in his hands. He feels his muscles begin to expand, and his body grow. "Ahhhh! Rarrrrr!" He screams as his body contorts to accommodate his transformation.

Spider-Man manages to deliver a kick to Vultures groin that sends him falling to the ground into the waiting arms of a freed Scorpion. There he is held tight. Spider-Man watches in horror as Norman Osborn completes his transformation into the Green Goblin.

"Holy shit!" Spider-Man screams. "You are one ugly mother fu…" Before he can finish his sentence Tombstone delivers a punch to his jaw almost knocking him out cold. Spider-Man looks up and sees five superhuman foes slowly sauntering toward him as Scorpion holds him tightly in place.

"Alright gentlemen. Let's end this." Doc Ock says. "Let's kill the spider and take over this city."

"You'll never get away with this Ock. My friends will come, and you'll have nowhere to hide." Spider-Man gasps out through bloody breaths.

"Yea, I doubt that. They're all gone, and won't be coming to help you. This is where you die Spider-Man. Rot in hell."

Olivia Octavius grabs Spider-Man by the neck with one of her arms and squeezes tightly. Not noticing Spider-Man has tapped the watch on his wrist causing it to blink.

Spider-Man begins to gasp for air as Doc Ock's grip tightens. The five other villains all stand around and watch as Olivia Octavius chokes the life out of Spider-Man.

"Go limp Miles." He thinks to himself. "Play dead." He slowly feels his consciousness fading as he goes numb in all of his extremities. Miles goes completely limp and slacks in Olivia's mechanical arm.

"Boss, I think he's dead." Tombstone says. "You did it." He watches as Spider-Man's arms fall to his sides.

"And it couldn't feel more satisfying." Olivia grins. "Let's go gentlemen. Back to my lab to celebrate, and take over this city."

With that Olivia throws Spider-Man to the side and he lands between to dead police officers. The gang of six villains heads off towards Olivia's laboratory.

All Miles can do is watch as they leave. He can't move a muscle. "I'm sorry Peter. I failed you." Miles thinks. "They're gonna destroy the city, and I couldn't stop them. I'm sorry." Miles begins to feel a tear run down his masked cheek as he thinks of his mom and dad. What they'll have to go through knowing their son is dead. "I'm sorry dad. I love you." He thinks as he begins to fade.

Just as he begins to drift off he hears a noise above him, and sees a blue light in the sky.

"Oh my god Miles. I have to get you out of here." A female voice says. He feels himself being lifted up as he goes limp and falls unconscious.