Kaine could see Venom in his cross hairs. The monster rushed Kaine but Kaine nailed him with a huge open handed palm thrust to the chest, knocking him over. The wind had been knocked out of him, and Kaine now grabbed him from behind, forcing him back down again.

"Just this easy, to destroy you."

"Oh, I'll bite your head off for this one and eat your brains!" Venom howled, his anger bubbling over to the surface.

Spider-Man still wasn't completely himself and he didn't not who quite to save. Venom actually looked in trouble as Kaine shot some kind of metallic barb into his chest.

"Ha, what is that supposed to do?"

Spider-Man could have told him but barb exploded, causing the fire to fill the symbiote. The symbiote nearly retracted from him and he got a too up close and personal look at the withered ugly face of one Eddie Brock.

The man had most certainly seen better days and Spider-Man had to shudder a little bit, wondering what the hell happened to him. Then again, he could have been with the symbiote for months and Peter had been pretty drained only being with it for days.

"Something like that," Kaine said and he punched Venom hard in the heart, knocking him down to the ground.

Kaine's attention slowly turned over to Spider-Man.

"You're weak, you're inept, you send this criminals to a cardboard prison and you expect them to get out. Criminals like this could kill more people. Could deprive another man of their father or uncle….."

Peter Parker looked at this young man.

"You're not me, you'll never be me."

"Oh, but I am you," he whispered, harsh words dripping from his voice. "I'm what you should have been but what you never had the guts to be."

"Okay, that sounds kind of psychotic," Peter said and Kaine rushed him but the web slinger ducked underneath the attack of his enemy. He nearly got the wind knocked out of him, and he jumped halfway up into the air. "And by kind of psychotic, I mean very psychotic."

The web slinger could barely dodge Kaine's attack.

"You've allowed yourself to become soft, weak, you couldn't handle anything, even if you had a helping hand."

Kaine's hand found Peter's throat and squeezed the life out of him.

Suddenly the Scarlet Spider nailed Kaine in the back of the head. Peter slumped down, breathing in and out heavily.

'Okay, not still with it, well get with it, get with it, for the love of…..get with it.'

Spider-Man could see the fight between both of his doubles, and there was something really intense about what they were doing. The web slinger followed their progress, something intense about their attacks.

Scarlet Spider blocked his doubles attacks but Kaine swooped in with the electrified webbing, tangling his enemy up.

"See what I mean about how weak you are," Kaine whispered, ramming a punch to his ribs, doubling him over. "When he perfected the clone, he weakened it."

Kaine once again grabbed the Scarlet Spider around the face and tried to smother him.

Peter could see this killer clone about ready to destroy the Scarlet Spider, just like he did Venom. Then he saw Brock's fingers twitching.

'There was no way he could survive that,' Peter thought but there was a second where the web slinger shook his head. 'Yes…..absolutely no way, which means you're an idiot for even figuring that out.'

He massaged his throat, trying to figure out a way to his feet. The web slinger was rattled, beaten up, battered and abused.

Scarlet Spider was now strung up by his own webbing in a crucifix position and Kaine leered at him with a dangerous look dancing through his eyes.

"You wanted to be a martyr," Kaine whispered, and he slammed his fist into the chest of the Scarlet Spider, beating him up.

"Actually that's my job."

Peter managed one glancing kick but Kaine blocked another kick.

"I just don't feel, sorry," Kaine whispered, snapping Peter's ankle back and he caused him to land head over heels onto the ground.

His knee had been popped from its socket, and the web slinger took a moment to roll over, wincing.

"Okay, didn't quite go as I planned," Spider-Man said, he felt like he was on one knee and he was gimping on said knee.

Kaine rushed him, trying to knock his face in but Peter ducked it. Again and again and again, he didn't have his powers or his memories completely back.

But he had enough wits about himself where he knew that he was in some deep shit, and if he didn't….well the state of Venom and the state of the Scarlet Spider should just do a wonderful job in cluing him in.

"So, you couldn't defeat one child, who had amnesia and didn't know what was going on around him, could you?"

Sinister's voice was coarse and mocking, not to mention directed at the Marauders. The group of them hung their heads, feeling like failures.

Vertigo was the one who spoke up. "Master…..forgive us please…..it was Venom…"

"Venom, yes I recall Venom, a weak defective project, something that you should have exterminated," Sinister said. The fact that imperfect clone was allowed to live was an insult to his work. 'Warren's greatest botch in my service and there were many."

Miles Warren was someone who Sinister recalled with the greatest of anger. He betrayed the man at a most critical time and set back his work for years. He was just finally getting back to the state that he would be.

"That being said, I would hope that my Marauders would be a lot better than to fail against a genetic reject like Venom."

There was a lot of cringing going on with the group and there was no doubt that there were some fingers of blame that were about ready to be pointed.

"Spider-Man still lives, Spider-Man still breaths, and that inconveniences my plan," Sinister whispered harshly, his eyes glowing with pure malice from the shadows. The entire group were terrified at what he could do to them.

And what he could to them was extremely wicked and cruel.

"And someone will have to perish, and it might be you Marauders, if you don't get it together." Sinister warned them and his voice was absolutely cold and indifferent. "The one that is coming does not tolerate failure and neither do I. I brought all of you into this world and I can take you out."

The Marauders might have feared Venom after their initial encounter with the man but they feared Sinister even more. He had given them great power and it was their responsibility to use it to serve him. The man could have just as easily taken it away.

"Do I make myself clear?"

They all nodded, resembling overgrown bobbleheads, that seemed obsessed with pleasing their master. The man's mouth curled into a devious grin and there was only one statement that came from his mouth.

"Good," Sinister whispered, his harshness dripping from his voice, and they would not screw up this time. Or it would be the very last time they failed him.

The Marauders were terrified about this prospect. Going up against Venom was one thing, going against Spider-Man was another thing, but there was no way in hell they were going to defy their master, Mister Sinister.

"So, what do you we do now?" Blockbuster asked and Archlight, who joined the group, along with Riptide.

"We trap down the web slinger and make him pay, and kill anything that looks like a spider," she said, cracking her knuckles and the Marauders thought that might be a likely solution to the problem.

"Good idea, really good idea," they agreed, nodding up and down like a demonic bobblehead.

"Yes, indeed," she replied in a crisp voice and Blockbuster leaned forward, grabbing a large iron bar.

"Punk got lucky last time, I'll make sure he doesn't get up."

"And Venom…"

"Leave him to me," Veritgo said, she knew that even that suit would not be able to protect him for long from the effects of Vertigo. Should could not wait to split his head open and his brains to spill out on the pavement.

The Marauders understood what they had to do right now, and prepped themselves for the battle at hand.

'Okay this is absolutely nuts, but what are you going to do, don't lose your head, do not fucking lose your head…..you're losing your head, aren't you?'

Gwen was talking to herself a mile a moment. She thought that the city was nuts before. The sounds of battle she heard from the alleyway and she stopped.

She stopped and saw Venom lying on the alleyway, groaning once again. The blonde lifted up her arm and hit him with a sonic blast.

'And Brock's completely bonded with the symbiote, that's wonderful,' Gwen thought to herself. The only way to get it off of it now was to kill him.

Then she saw this Scarlet Spider hanging from the ledge of an apartment, webbed up in some kind of demented crucifix style pose.

This was starting to be a bad time to be near spider-like creatures and Gwen could feel her hands tremble. The blonde made her way forward, her heart drumming hard against her chest. The blonde shook her head.

'Don't lose your fucking head, do not under any circumstances lose your head,' Gwen reminded herself and it was some kind of mantra.

She could hear a rumble of the fight and she took a step over the limp body of Venom.

"Spider-Man….killer….no chance," Scarlet Spider she and Gwen looked at him.

"What are you talking about?" Gwen asked.

"Let me down….please," Scarlet Spider said and Gwen looked at him, that could not really be an extremely comfortable position to be in. He was hanging very limply, and it was hard for him to hold his head up.

"Okay, I'll let you down, but…..don't attack me, okay."

She wanted to know what the problem was with this and she didn't trust the Scarlet Spider after their last encounter. At the same time, the blonde decided to use a laser on her suit to melt the webbing.

The man fell, landing on his feet.

"I'm fine, but Spider-Man won't be."

Gwen tried not to fly head long into panic mode with reckless abandon. "What do you mean…WHAT DO YOU MEAN THAT SPIDER-MAN WON'T BE FINE!"

"It's the killer clone, he's trying to take everyone out."

'If there's one thing worse than a clone, it's a killer clone,' Gwen thought, she had a very bad feeling in the pit of her stomach that was only growing by each second.

There was a sound of an attack nearby that caused goosebumps to rise on the back of Gwen's arms. The blonde made her way over to the other side and she was greeted by what she would have to say was a horrifying sight.

She could see Peter, not in costume, and thus with no protection at all, being bounced off of a set of trash cans.

"It's just like the trash that you allowed you live and roam free because you're too weak."

Iron Spider knew that she had one clear shot to take him out, she had to take it.

She blasted him with two stun blasts and caused him to fly backwards into a nearby wall. He took both walls out and crashed hard into them.

Buried underneath a pile of bricks, Gwen breathed a sigh of relief as this killer clone appeared to be out of the picture, at least for now.

She hoped, potentially preyed a little bit that he stayed out of the picture. She rushed over towards Peter.

"Peter, oh Peter, please speak to me."

Peter got to his feet, and Gwen supported him. He really needed medical attention.

"Oh um hi Gwen," Peter managed, hoping that he called her by the right name.

"You just pulled that name out of thin air, didn't you?" Gwen asked and Peter looked rather sheepish.

"A lot of bits and pieces are coming back to me," Peter said. "Although I can't for the life of me recall why you're wearing that gaudy armor."

"Hey, I modified this myself, it's not gaudy," Gwen said, throwing herself completely into the defensive mode.

"If you say so," Peter said and Gwen sighed, for a moment.

This was getting to be a bit too intense for her liking and she needed to get out of here and soon….sooner rather than later.

"You should have struck me with something more lethal."

He sprung at her, nailing Gwen with a glancing blow, knocking her against the wall. Then he returned to stalk Peter.

"Hey, you just made a bad move now," Peter said, grabbing his leg out from underneath it, and twisting it back.

Kaine groaned as his leg completely snapped with an ugly break. He wasn't healing from that one and Peter nailed him with a running soccer like punt to the face.

The killer clone flew back, his noise splattering blood everywhere against his mask.

"You started it, but can you finish it?" Kaine managed, getting up with a limp and Peter rushed him, one arm extended.

BAM!

He named him with a series of punches, even though his knuckles got sore.

"Let's find out."

Felicia Hardy roamed around, like the ever present Black Cat, searching for something.

'Yeah, you could have gotten out of town with the rest of the people that had any sense,' Black Cat thought and she could see something stirring in the shadows.

The rioters had finally died down a little bit, not that hard given that half of them got beaten to a pulp by Venom.

That being said, she could hear the sounds of a fight and she turned around, there was something stirring in the shadows.

'Easy girl, you don't want to lose your mind out there,' she thought, shaking her head. She did have the sonic weapon pointed. It was intended for the symbiote, but it would work just as well for anyone else.

She could see the young man fly over the fence and land at her feet. She recognized him as the unmasked Spider-Man, Peter…..Peter Palmer, wasn't that his name? Or something like that? She couldn't remember, she always thought that taking him outside of the mask cheapened things just a little bit.

That beings said, she watched the progress of the Iron Spider as she flew forward and knocked her enemy back with a huge whirling punch. The killer clone backed off, a sadistic glint in his eyes, as he blocked the attack.

"Weak."

He whipped her arm back and caused her to fly backwards.

"Well, she might be weak, but I'm not," Black Cat said and she pulled the trigger, using the sonic weapon on him.

"Do, I look like a symbiote to you?" Kaine asked, grabbing the weapon and grabbing her wrists.

She scratched his face and nailed him with a huge kick.

A series of missiles shot from the armor and knocked Kaine back.

"That's not very weak,' Iron Spider said, and she flew forward, nailing Kaine right in the ribs with a huge punch rocking his head back.

"Still breathing," he said, punching his hand in the chest plate.

"No, I don't think that I'm losing another suit of armor," she gasped and Mary Jane rushed forward from behind, nailing him in the back of the head with a baseball bat.

It splintered over his head and stunned him for a minute, allowing Spider-Man to perform his action, hoisting him up.

The two spiders exchanged punches in the air, somersaulting with acrobatic abilities, with the girls below watching the attacks.

"So, are you okay?" Mary Jane asked Gwen, helping her up to her feet. The blonde was on wobbly legs and she shook her head.

"I've had a lot worse," Gwen admitted, trying to catch her breath.

"That's for sure….the city is crawling with spiders," Black Cat said, and she decided to give her assessment on the matter. "I guess you can really have too much of a good thing."

Gwen sighed, she had Peter for a moment and then she lost him again.

"We'll find him, trust me, we'll find him,' Mary Jane said, putting her hand on Gwen's shoulder.

Gwen nodded. "I know we'll find him but you can't deny how frustrating it is that I just had him for about ten seconds….."

"Believe me, I know," Mary Jane said, she looked at the baseball bat, it did do a good job at getting this twisted clone's attention.

"Just how many clones are out there?" Black Cat asked.

"Well two, three if you count Venom," Gwen said and she opened her mouth and was about ready to go with the "so far" addition to her words.

The night was only beginning, all three girls had a feeling.

Of all of the time's for someone's memories to come back completely it would have to be now. During the time where he realized just how much of deep shit that he was in. Surely enough, Spider-Man was there and Spider-Man still breathed but for how long, he didn't know.

'Yes, I'm really screwed now.'

Kaine slammed him down onto the ground.

"You know, your girlfriend is more of a bad ass than you are," Kaine said.

"I'm sure she'd take that as a compliment," Spider-Man said, wishing that he had something, anything, to defend himself.

"Allow me to put you out of the city's misery."

Spider-Man dodged two explosive barbs, which burned a hole through the street.

"And where do you get all of those cool toys?"

"I built them, when my mind is put to use, I can do anything," Kaine whispered, grabbing Spider-Man around the throat and squeezing.

"Yeah….including that," Spider-Man said, throwing his arms around and nailing him right in the face to be honest.

Spider-Man once again managed to power out. Spider strength was something that he had to use and he couldn't have it fail him now.

He wrapped his arms around Kaine's neck and squeezed, but Kaine rammed him back first into the wall.

He raised his arm but suddenly the effects of Vertigo caused him to be dizzy.

'Well, my night just got even worse,' Spider-Man thought, dodging the lumbering form of Blockbuster.

He punched the wall, which was a good thing, because if that would have been Spider-Man's head, it would have been all over.

"You think that you can stop me," Kaine whispered, blood pouring from his mouth. He struggled but he couldn't even hold his head up.

"There is nothing that can withstand Vertigo," she whispered, holding Kaine down onto the ground.

"Yes, that's what my head really thinks," Kaine grumbled, nearly holding it up but he collapsed down to the ground hard.

"He's not so strong," Blockbuster grunted but Spider loosened the bolts of a ladder and tipped it over onto him.

"Oh, but this is…"

"Take him down!" Vertigo yelled to Harpoon.

Harpoon hurled two of his name sake weapons at Spider-Man. The web slinger dropped down and they blew up the platform that he was standing on. The wind was sent from Spider-Man's lungs, with him dropping down to the ground.

"Okay, just got to, focus, and figure this out!"

"You've already lost Spider-Man!" Vertigo yelled and once again, the same vertigo effect that took Kaine down was wrecking havoc on Spider-Man. The web slinger tried to lift his hands.

Blockbuster stepped on Spider-Man's back.

"The boss says finish him, so we'll finish him."

Spider-Man could see that his double was down on the ground and Harpoon had one of his namesake weapons at his head.

"And what about the reject?"

"Deal with him as well, and the other two, the boss cannot afford to have any spiders."

Spider-Man once again struggled but the Vertigo effect was holding down. Blockbuster was about to crush his skull like an oversized grape.

'Yeah, I think I liked it better when I didn't know what was going on."

To Be Continued.