"Blite and Venom, do you hear me?" Paul asked as he was swinging through the city in a hurry. He was going somewhere and needed to get there fast.

"We're here. We're all here. Just waiting on you." Thomas said.

"I'll be there soon." Paul said.

"Better hurry. The party has already started and you got to get down here." Lindsay said. Paul didn't like the sound of that. It's only been about a week since Balancer was caught, but there was still trouble happening. A while back, Ray was able to get inside information about Goldberg. Goldberg is planning something and he's got to be stopped. Spider-Man and the police have to strike before he does. That's just where Paul is heading. They've tracked Goldberg and the rainbow gang to an abandon mental institute called Harlem Sanitarium.

"There it is. Whoa!" Paul said as he couldn't believe what he saw. It was gun fight down there between police and gang members. Paul spotted him being waved at on a roof and saw Thomas and Lindsay with other officers, as well as Ray.

"Glad to see you made it." Ray said as Paul landed down.

"I wouldn't miss it if it meant taking down Goldberg." Paul said. "So what's going on? Those people down there don't look like the Rainbow Gang."

"Looks like Goldberg's been busy since we've been dealing with Balancer." Thomas said.

"Goldberg told me himself that day that he would have others helping him out." Ray said. "Goldberg has got something big planned. We need to stop him before he can do anything because it's not looking good at all."

"Goldberg's gathered some others under his wing." Lindsay said. "I don't know what he's got planned, but it obviously takes more than just the Rainbow Gang to get it done."

"That is why we need to strike." Ray said.

"So what's the plan?" Paul asked.

"Allow me." The lieutenant of this team said. "While these guys are distracted out here, this small team is going to sneak in and try to take Goldberg alive."

"That's where we come in." Thomas said. "We're going to keep these guys distracted out here so these guys can get in there."

"Ray, are you up for this?" Paul asked. "Is it really a good idea to send in someone like you in? You don't have as much as experience as some of these guys."

"I was the one to discover Goldberg's plans in the first place." Ray said. "The bigger guys were impressed I was able to get this information and come out alive. I'm an officer and it's my job to enforce the law as well. Besides, Goldberg is one of the most wanted in New York. It's going to take all of us to bring him in."

"I suppose so." Paul said, but he doesn't like that his friend is putting himself at risk like this.

"Spidey, check it. Looks like some of the officers are fans." Lindsay said as she pointed to the watch on the lieutenant's wrist with Spider-Man on it.

"Don't you guys have a dress code or something with that" Paul said.

"Present from my kid." The lieutenant said.

"No more wasting time. Can you give us a line so we can get in through the window?" Ray asked. Paul and Thomas both shot a line to the building. The police hooked themselves to the line and zipped on over. While they snuck inside, Paul and his friends jumped into the fight that was happening down below. Paul jumped down and crashed against one guy. Lindsay came down and bashed two heads of two guys together and knocked them down. Thomas added in as he webbed one guy and slammed him against the ground.

"It's the bugs! Get them!" One goon shouted as they focused their attention on them.

"That's insulting. I'm clearly not bug-themed." Lindsay said as they all started shooting and they avoided them.

"Spiders aren't actually bugs either. A common mistake." Paul said as he jumped around and kicked one guy in the head. "Then again, these guys are idiots." He webbed two of them and pulled so they would crash together.

"Most bad guys are." Thomas said as he webbed one to the wall. He flipped back as one tried to tackled him from behind. He shot a line at him and pulled him in so that Thomas could punch him across the face. Lindsay flipped around as she avoided bullets. She jumped right over a car and slammed her feet against one guy. As he tried to stand back up, Lindsay kicked him right in the head.

"These guys just don't quit." Lindsay said as she got moving.

"Hey, Blite. Any idea as to what Goldberg is up to?" Thomas asked as he kept fighting. "You did work for him. Maybe you know how he thinks."

"Not my proudest moment." Lindsay said as she fought and hated being reminded of that. "I didn't try to understand him. I only did what I was told."

"What's there to understand?" Paul said as he kept fighting. "He's big with some money. That's why he's called Goldberg. He also likes to have control over others. I bet that's what lead to this. He's nuts, which is why he's using this place as his current hideout, and he probably bribed these guys to work for him."

"Do you guys ever shut up?" One guy said as he swung a crowbar around Paul, but Paul was avoiding all of his hits.

"Not really." Paul said as he webbed the guy in the face and knocked him around until he passed out. "What's so wrong about having a conversation while we're fighting a bunch of nutcases that wants to kill us?" Paul and the others kept the fight going as Thomas kicked a guy into the air and he landed on his hand when he hit the ground. Lindsay kicked one in the gut and again in the head. One guy came from behind her and grabbed her from behind.

"Hey. Don't get handsy with me." Lindsay said as she stomped on his foot to get free and kicked him right below the belt.

"Not….cool." The guy said in a high pitch voice and dropped to his knees.

"Next time, don't touch me." Lindsay said as she kicked him in the head and knocked him out.

"Wasn't that a little harsh, even if he was a bad guy?" Thomas asked.

"Not if you felt what was in his pants brushing against me." Lindsay said. Thomas didn't need to say anymore. Paul beat one guy around and gave him a strong uppercut that knocked him against the wall and took him out. Paul looked around and didn't see any more as the police rounded them up.

"Looks like that's the last of them." Thomas said.

"For now." Paul said. "Goldberg might have more of these guys somewhere around. Maybe inside."

"Well, we did what we could. We kept their attention on us." Lindsay said. "If there are more inside, why didn't they come out and join the party?" Paul didn't really like how this was going.

"Any word from Ray or any of the officers that went inside?" Paul asked.

"No." Thomas said. They turned to the building and they didn't hear a thing like gun fire or anything like that. "It's kind of quiet in there."

"Maybe too quiet." Paul said. "We better catch up and see if Ray and the others need any help. Venom, with me. We're going in." Thomas and Paul shot a line to the window the officers went through earlier.

"Typical. Leave a woman to stay and clean up." Lindsay said.

….

Inside

Paul and Thomas went inside and looked around. They were careful to make sure they wouldn't be seen or blow Ray's cover.

"Try and contact Ray. See if we're in the clear or anything." Paul asked.

"Got it." Thomas said as he did just that with his communicator. "Ray, we're all good outside. We took them all down. How are things on your end?" All Thomas could hear was static. "Nothing. I hope that just means the signal is bad."

"They might be in the basement or such." Paul said. "Let's make our way down." Paul and Thomas moved their way through the building and tried to move through the debris and such that was through the whole building. It was pretty creepy, almost like it was haunted.

"Oh man. Abandon places like this give me the creeps." Thomas said.

"Don't tell me you're afraid of ghosts." Paul said.

"What. No… Of course not." Thomas said. "I'm afraid of ghosts showing up when we believed there weren't any." As they made their way through, they saw no sign of Ray or anyone. "I can't tell what's signs of a struggle and what's just left behind because this place was abandoned."

"Let's hope it's the abandoned option." Paul said. "I'm getting a bad feeling about this." They didn't see Ray, the police, or anyone. Something about this just didn't seem right as they continued to head down the building. Thomas was going to keep moving, but Paul held out his arm and stopped him. They looked down to see a large hole in the floor and there was someone down there.

"Damn cops. What have I gotten myself into?" The guy appeared to be alone and just muttering to himself. That meant they both can web him and pulled him up to them where they knocked him out.

"Ironic. He went up, we go down." Thomas said. Both of them jumped down and didn't see anyone anywhere. "What is this place?"

"Must be some sort of lounge or something." Paul said as they had a look around the place. "Still no sign of Ray or any of the police. What are you playing at, Goldberg?"

"Hey, come look at this, web head." Thomas said.

"Why call me that when your powers are similar to mine?" Paul said as he walked over and saw pictures of four people posted on the wall. "What is this?"

"Who are these people?" Thomas said.

"Interesting." Paul said as he took out his phone and snapped a photo of this. It could be an important clue. "Hold on. That woman in the photo is the mayor's secretary. This other guy is David Jeffers. He's a great lawyer. His success ratio is about ninety-five percent. He almost never loses."

"Hold on. I know this guy. He's the museum director at the arts museum." Thomas said. "However, this last guy, I don't know."

"That's Rob Valentino. The only guy here that isn't a good guy." Paul said. "He's a gangster with a gambling addiction. They say he doesn't play fair and takes most of the winnings."

"Why would Goldberg be interested in these people?" Thomas questioned.

"I'm not sure, but we need to find some way to stop him before he can do anything." Paul said. They didn't know what Goldberg was thinking, but they knew it wasn't going to be good. Suddenly, they heard something that sounded like gunfire.

"That didn't sound good!" Thomas said.

"It sounded like it came somewhere behind the wall." Paul said as they ran to the far end.

"There's a vent!" Thomas said as he pointed to it. Paul used his webs and pulled the vent open as they both went inside. "Great. It's all dusty."

"Shut up and crawl." Paul said. They made their way over to another room. They looked down a vent and saw two guys guarding a door.

"What's in there that they're guarding?" Thomas said.

"There's one way to find out." Paul said. Both of them dived down and smashed the two of them to the ground. They snuck their way through the door and saw there was another room with security television on it.

"Look." Thomas said as he pointed to a plan on a table. It was a map of the city with photos.

"These are the locations of police stations." Paul said.

"What could Goldberg want all this for?" Thomas said.

"Ray told me that he would try to take back the weapons that Librium took from Goldberg." Paul said. "I've had enough of this. Let's find Ray and get out of here. Come on." They moved closer to the security room and saw someone watching the videos. Paul pulled the guy and the chair to them and they knocked him out instantly.

"Not good." Thomas said. "If this guy was watching the whole time, Goldberg was probably already aware of Ray and his team coming in."

"Let's see if we can find them." Paul said as he worked the controls. He switched screens around.

"You should have knocked. I can be a nice guy." They saw Goldberg and he had Ray at his mercy.

"Oh no." Paul said as they moved fast.

…

Ray

Ray and his team were caught. Only Ray, the lieutenant, and one other were the only ones alive. The rest of the team were dead with Goldberg, Red, Green, and Purple having them at their mercy.

"You should have minded your own business, junior cop." Goldberg said as Green held a gun at Ray's head and Ray was really scared. "I knew I should have smashed you to bits." Goldberg reached over to the spare cop and grabbed him by the neck. "That's the problem with new cops..." He motioned for Red to do it. Red took his sword and pierced right through the cop. Goldberg tossed him with the other dead bodies. "They don't know what they're getting into." He was taunting Ray and it was working.

"Coward!" The lieutenant called. Goldberg did not take that lightly. He walked over and grabbed the lieutenant and lifted him off the ground.

"You cops think you run the show." Goldberg said. "Power is what gives respect and you can gain power through fear." He tossed the lieutenant to the floor. Red and Purple gathered around him.

"Can I whack him with my club?" Purple asked.

"No way. I get to do it." Red said. Ray couldn't let this happen and watch another man be killed. Ray acted fast as he grabbed Green's arm and took his gun. He smashed the gun against his head and aimed it at them, but Goldberg grabbed the lieutenant was about to kill him.

"Let him go! Now!" Ray demanded.

"There it is. There it is." Goldberg said. "There's the fear. Fear can be quite a powerful force when you know how to use it…and believe me that I do." Goldberg is more savage and sinister than Ray ever thought.

"Do it. Do it!" The lieutenant shouted as he wanted Ray to take the shot. Luckily, before anything could happen, Purple's claw was webbed and yanked it out of his hand as it smashed against a light. Paul and Thomas showed up and tried fighting them in the dark with what little light they could. A couple other guys came in and tried to get in the fight. Hardly anything could be seen and it sounded like sheer chaos in there. Suddenly, it went eerily silence.

"Ray!" Paul called out.

"Ray, where are you?!" Thomas called out. Ray reached over for a flashlight and shined the light around. He saw Goldberg and the Rainbow Gang members gone and saw Ray and Paul. However, the lieutenant was found dead. Ray couldn't believe it as he was taking deep breaths. He was the only officer to come out alive and it was by luck. He stared at the lieutenant's lifeless body and was shaken with what he saw. His watch broken, the face and the watch stopped ticking.

….

Outside

Ray was taken outside. It was a shock to see Ray was the only come that came out. The police bodies were handled by those who deal with these situations.

"Ray, are you okay?" Thomas asked.

"Yeah. I'm an officer. I need to learn to deal with these situations." Ray said. "I'm heading back to the base. I should tell the families of what happened to those men."

"Try not to take so much at once." Paul said. "You've never saw something like this. No one is going to blame you if you need time to see a therapist or such. In the meantime, we'll find Goldberg and stop him."

"Thanks, guys. Just keep me in the loop. This happened because I learned of Goldberg's plan. So I want to see this through to the end." Ray said as he got in a car and it drove off. Ray and Thomas felt so sorry for him. They couldn't imagine what Ray must be feeling.

"What happened in there?" Lindsay asked.

"Later." Thomas said as this wasn't the time. "What do we do about Goldberg? He's planning something big for sure and we have no idea what."

"We find him. We've got to stop him." Paul said. Goldberg is a dangerous person. Until he's stopped, the whole city could be in grave danger.