But even as the heroes rocketed their destination, Doctor Octopus, along with Captain Hayes, had unfortunately gotten to the hanger first! Having escaped the spies in the warehouse, the villains had jumped into a small rocket-powered aircraft of Octavius' own design, which had been hidden away next to the warehouse, enabling them to reach the WOOHP hanger in just ten minutes. Once they arrived, it had been all too easy for Octopus to brush aside all resistance, for however well-trained the security personal were, they were simply no match against the strength of Ock's titanium-steel tentacles, which swept the WOOHP agents aside as though they were skittles.

Soon, the two villains had opened the hanger door, revealing the huge high-tech marvel that is Bling Jet, much to Hayes' delight.

"Ah, there you are, my beauty," smirked the Captain, running a hand fondly over the jet's metal plating. "Did you miss me, my flying wonder?"

"Stop wasting time, you simpering fool!" snapped Doctor Octopus impatiently. "We need to take off at once, before reinforcements arrive to stop us."

Within minutes, the two men were seated in the main control cabin of the enormous plane. Hayes went through the pre-flight steps in precise movements and as the engines roared to life, Octavius watched the pilot carefully, memorizing the actions required to fly the craft, should the need arise. But the mad genius was physically just an ordinary man, and the pain he felt from the kicks he'd taken from the heroes in the warehouse was still distracting.

"Ready for takeoff," said Hayes at last, moving the stick to make the colossal vehicle finally roll forward out of the hanger. "Once my baby takes us in the air, no-one can touch us!"

"Good," replied Ock as he got up from his seat, using his tentacles to anchor himself during the take-off. "I'll prepare in case any unwanted visitors try to board the plane. I have a sneaking suspicion that we may end up with a spider infestation soon."


At that moment, Spider-Man and the spies had arrived, just in time to see Bling Jet rolling along the runway. Using the girls' jetpacks, they swiftly flew down until they were directly over the currently slow-moving plane, then landed silently on the roof over the cockpit. Spider-Man stuck to the surface easily, and he took the opportunity to replace his empty web shooter cartridge with a spare, while the girls used their Suction Cup Gloves and Gogo Boots to anchor themselves to the plane.

"Now we can stick to surfaces like a spider too!" grinned Alex.

"We better get in before the plane picks up speed," said Sam, recalling her unpleasant experience of being stuck on the outside of the massive aircraft the last time the girls were onboard. "Now where's that laser lipstick?"

"No need for lasers, red," said Spider-Man with conviction as he grasped the metal hull over the main cabin with his hand. "Not when you've got your Friendly Neighbourhood Spider-Man around!"

Before the spies' astonished eyes, Spider-Man pulled the heavy metal plating away as though it were tissue paper. As the plane finally lifted into the air, the heroes jumped through the hole into the cabin, where Captain Hayes sat flabbergasted in the pilot's seat.

"What? How did you four get here?" exclaimed Hayes, jumping to his feet, only to be knocked back into his seat by a swift punch by Sam. Before the Captain could gather his wits, Spider-Man used his webbing to stick the celeb-obsessed criminal to his seat.

"The joy ride's over, Captain," said Clover. "Now do yourself a favour and come quietly."

"How about you get off my plane instead!" Hayes retorted, as he swung around in his seat and used his feet to tilt the the joystick, causing the plane to lurch violently.

"Quick, grab something!" said Alex urgently.

Spider-Man and the girls did so, avoiding the danger of losing their balance and crashing into something. The web-slinger fired another load of webbing to bind Haye's feet, then leaped to the plush copilot's chair to see if Doc Ock was there, only to find it empty.

"Wait, where's Ock got to?" he asked worriedly.

Suddenly, his Spider-Sense buzzed strongly, and he spun around to see two tentacles whiz towards him in a blur. The spies cried out, but luckily, Spider-Man dropped below the deadly tentacle ends into the seat a split second before they could hit. Sam, Alex and Clover used their own acrobatic skills to dodge the other two metallic appendages that tried to get them as Spider-Man launched himself to the ceiling. He scuttled rapidly to the source of the attack in the main area of the plane beyond the now-open cockpit door.

In the high-ceiling main area of the plane, Octavius had the advantage, with plenty of space for his tentacles to move. With one tentacle he used thrusts to fend off Clover, who just managed to jump clear. Another he swung in wide arcs, causing Alex to duck and leap to avoid. A third he used for defence and parries against Sam, who tried to get in close without much success. The fourth snaked after Spider-Man, trying to smack and grab him.

"I'm removing you and these silly girls from here once and for all. I will not let you wreck my plans again!" Octavius shouted as he pressed home his attack.

"Rude, Ocky," replied Spider-Man as he continued to leap about to avoid getting grabbed by the tentacles. "We don't get along, but you really need to learn to treat ladies nicely."

"This is tough!" Sam said, pushed back out of range of the Doctor by his attacks. "He can independently control each tentacle to counter all four of us."

"So now what do we do?" asked Alex frantically, just managing to avoid getting her head knocked off her shoulders by one of the tentacles.

"How about I bring the wind again? But with some teamwork in the mix?" said Clover, an idea popping in her head.

She took cover behind Spider-Man and pulled out the Wind Tunnel 9000, got on his back, wrapped an arm around him, and held the gadget out.

"Sure thing," he said realising at once what Clover's plan was, before he proceeded to leap and dodge across the room with the blonde now on his back.

"Go high!" said Clover as Sam and Alex worked to keep Octopus distracted, who in turn kept them from getting any other gadgets out to turn the tables. Alex attempted a karate chop on one of the tentacles, only to wince in pain and jump back, rubbing her bruised hand.

"Yeow! Those tentacles are tougher than the ones on the WOOHP training robots!" she remarked, recalling the giant robots that the girls fought during the final test of their initial spy training.

With Octopus finding it harder and harder to concentrate on so many multiple targets, Spider-Man shot a web to the plane's ceiling and swung up with Clover still clinging to his back. Holding out the Wind Tunnel 9000, she took careful aim and used the gadget from up high to first blast the other two tentacles away from them, before she then sent another blast right at Octavius, the compact hurricane force driving him back.

The two tentacles previously pestering Sam and Alex swung to the floor with a clang to anchor Doc Ock and keep him from flying away. But Clover kept up the wind, and Spider-Man webbed Octavius' other two tentacles together. Octavius tried swat Spider-Man and Clover with his webbed up tentacles, but Sam and Alex dashed forwards and before the Doctor could free a tentacle from the floor, the two girls simultaneously kicked him and he was sent sliding back on the floor, out cold.

Sam and Alex, each with a leg outstretched, set their heeled boots to the floor, cheered, and high-fived as Clover shut off the high-tech gadget, hopped off the web-slinger's back, and gave him a high five as well.

"Yahoo! We did it! We beat the big fat mad scientist!" said Alex elatedly.

"Totally! Nice teamwork there, ladies," said Spider-Man, as he finished webbing up Doc Ock. "Now, um, I don't suppose you three ladies know how to land this bucket of bolts?"


Thankfully, Clover had remembered where the auto-land button was from the girls' last trip onboard, and soon Bling Jet was safely set down at the nearest Los Angeles airport, where a team of WOOHP agents were waiting to cart the villains away. Hayes was taken away to be put in the Containment Center, along with Kandinsky, while Electro and Octavius were put in WOOHP's maximum threat transport containers, which were then loaded into a jet to fly them to a special prison for super villains in New York. In the meantime, a helicopter carried Spider-Man and the spies back to Malibu, before any members of the public could see them.

"Okay ladies, this is my stop," Spider-Man said as the copter hovered over downtown L.A. "It's been swell meeting you and all."

"Thanks," smiled Sam. "We'd never have been able to stop Ock and the others without your help."

"Yeah, you totally rock, Spidey," agreed Alex. "Hope we get the chance to team-up again."

"Wow, someone complimenting Spider-Man. That's a first!" remarked Spider-Man, grinning behind his mask. "Well, so long then. It's been a blast, secret agent girls. But it's high time this little spider got home. See ya!"

The girls gave their goodbyes as he leapt out of the copter, fired a web-line at the nearest building and swung off through downtown L.A.

"That was awesome. Wish we got to see his face, though," said Clover a little dreamily. "I bet he's pretty good-looking underneath that mask of his."

Sam and Alex agreed, and they prepared for their speedy WOOHP Tunnel return to Malibu.


A short time later, the spies were walking happily back to the beach, mulling over the events of the day.

"Boy, that was quite some mission," remarked Alex. "It's not everyday we get to team up with a major superhero."

"You can say that again, Alex" agreed Sam. "I don't care what that creep Jameson says on the telly, Spidey's okay in my book."

As they reached the beach, the girls spotted some familiar faces heading towards them.

"Uh-oh, there's Mary Jane and her hubby," said Clover a little worriedly. "Hope they're not mad at us for running off so abruptly."

"Yeah, we better think of a good reason why we bailed out the way we did," added Sam.

A moment later, the two groups converged and Peter and Mary Jane Parker gave a friendly wave to the girls.

"Hey there, ladies, so you managed to get off work now I see," commented Mary Jane.

"Oh, uh yeah," said Alex. "Sorry we left so rudely, we just, um..."

"Had a last minute crisis to deal with?" said Peter helpfully, a knowing look on his face. "Stuff you had to sort out at university, I guess?"

"Uh, yeah, that's it!" said Sam, glad of the convenient alibi that had presented itself and relieved that the Parkers did not seem offended by the girls' abrupt departure. "Anyway, it's all sorted now, so we figured we'd get back to enjoying the beach."

"Well in that case, why don't you three come and join us?" smiled Mary Jane. "We were just on our way to grab a bite to eat and it would be great to have some local company."

"That'd be awesome!" said Clover elatedly. "So did you guys get up to much while we've been gone?"

Peter turned to his wife and gave a meaningful wink. "Oh, not especially, ladies. Day's been just the same as yours really."