Standing in front of the four Spiders were the Thunderbolts. There were Mysterio as the field leader, and then the rest which were Electro, Rhino, Scorpion, and a new Venom. This one didn't have a mouth, and his lenses were black with white rims. He wasn't as bulky as Brock and Gargan were before him, and his wore armor instead of something that looked skintight. He had holsers, pouches, but iof course he had a symbol, and that symbol was more like Gargan's rather than Eddie's.

The new Venom turned to Peter and said "I'm sorry."

Mysterio then shoved Venom and proclaimed "SPIDERS! BEHOLD! THE THUNDERBOLTS! NOW LEAD BY YOURS TRULY, MYSTERIOOOOOOO!"

"Thunderbolts?" Gwen asked as she looked at them. "I thought this was the new Sinister Six, missing one member."

Mysterio stomped his foot. "Fool! You cannot understand our superiority over the Sinister Six!"

Rhino snorted and added "Yeah! The Sinister Six is babies compared to us! We will be squishing Spiders now!"

"You can't hope to beat us!" Peter boasted, but then Electro had this to say "Oh yeah? You four already looked battered, and we outnumber you! Nobody else will stand with you!"

"Wrong!" a voice declared as Anti-Venom stomped down. "I'll stand with them."

"We…can still take 'em!" Mysterio proclaimed, still confident as ever.

"No you can't!" a voice yelled out as Toxin stood by the Spiders as well.

Rhino shrugged and said "What is little baby help when compared to might of RHINO?"

"Nothing compared to the scratch of a cat!" a female voice shouted as Black Cat too stood by the Spiders.

"They're…everywhere!" Electro yelled as he flew into the air about ready to attack Spider-Man, but the new Venom stood in front of Electro. "He's mine…" he said as shoved Electro.

"Let's Blitzkrieg 'em, Bolts!" Mysterio commanded as he pointed to the cluster of heroes

The Thunderbolts charged at the Spiders and friends, and while they fought…something was happening in the crumbled wreckage of where Kaine and Otto supposedly died.

A hand rose out of the remains, and it…was Kaine. Kaine tried moving, but he felt himself deteriorating at a quick pace. He was about ready to die, but then he heard a weak voice from out of the ashes. "Kaaaaaaine…" the voice called in a whispered tone.

Kaine crawled slowly over to the voice and pushed a large concrete chunk to reveal Otto, still alive. "Kaine…" he called out again.

"What do you want, traitor?" Kaine asked, about ready to finish Otto off himself. Otto shook his head and moved his hand over to his gauntlet in a sluggish pace. "Hurry up!" Kaine demanded.

"You try moving when you're possibly…slowly dying…" Otto replied, noting the irony of Kaine mocking his slow movement, despite Kaine himself not moving all that fast. Ock finally opened his gauntlet and pulled out a vial of a blue liquid.

"What is that?" Kaine asked as he grabbed the vial.

"It's the cure for your deterioration…" Otto whispered. "Take it, Kaine…you deserve it…"

Kaine drank the serum and then pulled Otto out of the wreckage. "What are you doing?" Otto asked.

Kaine continued pulling until Otto was freed. "You saved my life, I'm saving yours…"

And as he pulled, Kaine felt something. His skin began to tingle and he could move better. He removed his glove…and found a hand that was completely clean and normal looking. No rotting flesh, no puss filled veins, and no boils to be found. He actually WAS cured.

Back with Spider-Man, he was fighting with the new Venom. "So since Scorpion is here…that means you aren't Gargan!" Spidey noted.

Venom whipped out his guns and started to shoot at Spider-Man. "You're still observant, Peter. Never knew our rivalry would amount to this."

"What are you talking about?" Peter asked as he dodged each and every bullet.

Venom reloaded his guns and continued fire, but it almost seemed like he was…aiming to not hit Spider-Man. "What I mean is that we go from rivals in high school to enemies. I never wanted it to be this way."

Spidey then asked "Who are you?"

Venom's face peeled back and it revealed a familiar face.

Peter exclaimed "FLASH?!"

"That's right" Flash explained as he lobbed a grenade at Peter. "This isn't anything personal, I wanted to be friends…but I have to do this."

Peter shot a web at the grenade and spun around, causing it to be flung into the Rhino, who was being handled by Anti-Venom and Toxin. "But WHY?"

Flash slowed his fighting a little, as his guns had run out of bullets, so instead he threw his guns and chose to grapple Peter. "Because this is the only way I can get legs again! And you're a wanted criminal!"

"You can't believe that, Flash!" Peter detested as he punched Flash in the face.

"I don't" Flash agreed "But as a soldier, I am forced to do this until you can provide evidence that you did not take place in the framing of Norman Osborn as the Green Goblin."

"Flash!" Peter pleaded as he tried not to hurt his friend too badly.

"I'm sorry, Peter." Flash apologized as he kicked his pal in the stomach.

Peter fell on the ground and turned to Flash, as he shook his head in disgust. "So you're just going to be a corporate soldier and blindly doing what Norman TELLS you to do?"

"It…it isn't like that, Pete!" Flash tried to justify as he tried to restrain the web-slinger.

Peter knee'd Flash and then kicked him off. "Keep telling yourself that, soldier boy."

"You're making it hard than it has to be!" Flash declared as he shot webs down on Spidey.

Spidey broke out of the webs and tripped Flash up by shooting webs at his legs and tripping him up. "And that fact you do it at all is bad enough."

Flash got back up and rammed Peter in the gut with his head. "You need to understand from my perspective, Peter! I can't be an outlaw!"

"Then how come I get to be?!" Peter demanded to know as he fell onto the ground.

Flash stood over his old high school victim and flashbacked to when he just shoved him into lockers. He never thought he'd think this, but he wished things were like that again.

"Well?" Mysterio asked as he stood behind Flash. "Finish the job."

Flash turned to Mysterio and his eyes widened. "You said nothing about killing him!"

Mysterio chuckled and wrapped an arm around Flash. He waved his other arm all around the battlefield and said "You see, Thompson. Our team of Thunderbolts was put together to destroy Spiders, and then to fade away into the shadows. Never knowing we worked for Osborn. We can't just 'arrest' these punks, they need to die. We aren't vigilantes, we're supervillains."

Flash shook his head and then held it in his hands as he hunched over. "I-I can't kill him! He's a buddy!"

"He's your enemy!" Mysterio reinforced. "Now do you duty, and kill the enemy! This is a war, Thompson! There are no friends on the battlefield, just comrades and enemies."

What Peter called Flash and called him out on went through his head. Flash nodded. "You're right, Mysterio…" he began "I need to keep true to my comrades."

"Very good!" Mysterio exclaimed as he folded his hands. "Without their leader, the other Spiders shall fall quite easily."

Flash then delivered a haymaker to Mysterio's dome, and Mysterio, being a normal human, fell down in one hit. "And my comrades are the Spiders" Flash finished saying as he spat on Mysterio's body.

During all of this, the other Spiders along with the two symbiotes were combating various other villains. Let's see how those went down, beginning with Rhino vs Anti-Venom and Toxin…

Rhino rammed towards the two heavy hitters of the group, Anti-Venom and Toxin. They both leapt above the ram and then slingshot themselves using webs into the Rhino's back.

"Puny symbiotes are being no match for Rhino!" Rhino said as he fell onto the ground. He then got back up.

"This might be harder than we thought…" Pat remarked as he squinted at the large Rhino.

"We can do it." Eddie added as he stood by Toxin.

Rhino rammed right back towards them before having a grenade chucked at his face, causing him to be blown into the ground. He got back up, but then met with both symbiotes wailing on him, causing a prompt defeat. Anti-Venom and Toxin then proceeded to fistbump.

"Nice job, kid." Eddie complimented.

"Just because my symbiote is young mean you can call me kid…old man." Toxin joked as they both stood over the fallen Rhino.

The next battle involved Spider-Woman and Black Cat fighting Electro.

Electro shot electric bolts at the two ravishing women, and both flipped above the bolts. "So you're the Spider's lover he loves so much." Black Cat said to Gwen.

"What of it?" Gwen asked as she narrowly dodged another bolt.

Felicia ducked beneath a bolt and replied "Well you're a bit lacking in the chest area is all, kitten."

"Ugh, what's that supposed to mean?" Gwen asked as she…promptly got shocked by a bolt.

"Oh nothing" Felicia remarked as she got bolted too, but didn't react. "At least you make up for it in the back area. Then again, all of spider-dressed people do, surprisingly. I've never seen such a large group that just so happened to have butts that are large as your guys'."

Gwen got back up after being dazed by a bolt. "I don't have a—can we just focus on the battle here?!"

Electro nodded in agreement with Gwen. "I just want to shoot you guys, not hear about how you guys got nice asses, though I am a mite bit jealous if I might add."

Felicia then mocked Electro by saying "Oh not like your shocks do much, my suit is rubberized."

Electro growled and boasted "Well when I come over there and give you a zap in the parts that ain't covered, you're gonna get a rude awakening, dollface!"

Felicia then bent over and wiggled around as if to mock Electro further. Gwen turned to Felicia and asked "What the hell are you doing?"

Electro's hands started shaking as he began to fly towards Cat. "I DON'T KNOW WHAT SHE'S DOING, BUT IT'S PISSING ME OFF!"

Felicia then daintily stepped away from Electro and he flew right into a circuit box of a lamp post, causing him to overload and pass out.

"…well played…" Gwen admitted, feeling slightly jealous of the Cat.

Finally, we get to Silk and Ben fighting Scorpion. Scorpion charged toward Silk, but Ben delivered a haymaker to the face.

This barely deterred Scorpion, who grew a vicious grin and slashed Ben with his claws. Cindy popped her claws out and scratched Scorpion's armor.

"I've long since improved since my previous battle against the Spider!" Scorpion bragged as he whacked Silk with his long tail and continued assaulting Ben.

Silk got back up and tried to web yank Scorp, but it did barely anything, the web just chose to snap instead.

Ben finally got the upper hand as he grabbed Scorpion's hand mid-slash and then began hitting Scorpion where his face was exposed. "Not exactly a good idea to have your face exposed, huh?"

As Ben was punching, Mac went an unexpected route and…bit Ben's hand. Ben pulled his hand back only to then be kicked by Scorpion. Silk then grabbed Scorp by the tail while he wasn't paying attention and used it to slam him into the ground and then throw him.

Mac's armor began to show dents and cracks, but he gritted his teeth and chose to continue fighting. He got back up and began crawling on the ground.

Ben leapt above the quick crawling Scorpion and dive kicked him in the back of his head, inadvertently causing a curb stomp.

Mac couldn't take it anymore and he too passed out. Ben and Silk chose to hug it out for their victory…

Back with Flash, he saw all of the Spiders staring back at him and then the fallen Spider-Man.

Flash backed away and said "Wait! Guys! I changed my mind I'm on your side!"

Anti-Venom growled. "I could take that black right off!"

Gwen nodded in agreement. "Yeah…why don't you, Eddie?"

Flash then peeled back his symbiote face and Gwen was taken aback. "Flash…"

"That's right…" Flash said as he picked the sleep induced Peter up. "We need to save him. We need to get somewhere safe."

"Not without us!" Kaine said as he walked out of the rubble with the SpOck's defeated body in his arms. "We want to help you guys too."

Ben ran up to his clone brother and hugged him. "You…aren't bad anymore?" he asked as he continued hugging.

"No." he replied "I'm not bad anymore, but I sure as hell ain't a hero either. I just want to help you guys out to make up for my sins."

Felicia then said "If you guys need a place to plan…then my place is open if you need it. I want my Spider to be okay…"

"He will…" Gwen said with hope "He will, he always does make it through this."

Flash then said "Well…I'll catch you guys there, I need to tell the public about this."

Hours later, Flash was on a podium in his wheelchair. He rolled up to the mic and began "Hello citizens of New York…I am here today to expose Norman Osborn as the monster he really is."

The audience gasped. "I know…" he said to their reaction "You might not believe me now, but he is. I was part of a secret organization known as the Thunderbolts, which used supervillains, to do his dirty work. Hours earlier, four crooks were caught, but I am the fifth…" Flash then became covered in black ooze and got legs again.

He stood to the podium and became…Venom to the audience's horror. "Everyone please calm down. I'm not bad anymore, but I can tell you Norman Osborn is! And I am proof of his deception and shams against the people! He is controlling you and your will. Spider-Man is innocent, as are the rest of the Spiders…I can't let this injustice stand anymore. So please everyone, protest Osborn. He's a monster…"

This little speech had managed to convince much of the city of Osborn's crimes, but not all of them bought it…but it was the first step in removing Osborn from office.