Blaine waited for Peter to get back into the Spidey outfit and then they were out the door, up the stairs, and onto the roof. They walked to the edge of the roof and looked down toward Doc Ock as he caused utter destruction to cars, buildings, and people.

Spider-Man looked from Doc Ock to Blaine. "I'll go down first. If you see that I need help, come down."

"Alright." Spider-Man could tell that Blaine was itching to get into a fight, but Blaine needed to watch out for anybody trying to attack from behind like Electro had done just minutes before. Spidey jumped from the building and landed right next to Ock, who stopped chucking cars around to address Spider-Man.

"I knew you would show up, you pest!"

"Hey! It's not nice to call names! I think you need a time out!" As he said that, he picked up a car door that was laying in the middle of the road and threw it at Doctor Octopus. Doc Ock deflected the door with one of his robotic arms, while sending another arm to grab Spidey. Spider-Man saw it coming. He leaned to the side, dodging the snake-like appendage and securing it in a vice-like grip. He swung it to his right, sending Doc Ock crashing into a building. As the deranged doctor got up, Spider-Man all of a sudden felt something smash right into his back, sending him flying toward Doc Ock. Ock caught Spidey and held him in his robotic arms. Spider-Man shifted his body around to see Hammerhead standing in the street with a satisfied grin on his face.

"What are you doing here, flatface?" His question was answered with a punch to the jaw. Where is Blaine? he thought. He looked up to the top of his apartment building to see Blaine face-to-face with Scorpion and Carnage.

Blaine was standing with his heels on the edge of the roof. Scorpion and Carnage didn't know that Blaine had any powers at all. They had climbed to the top of the roof and backed him up to the edge. Scorpion thought that sending his tail flying to knock Blaine off the roof was a good idea. It wasn't.

Blaine caught his tail, swung him around, and sent him flying into Hammerhead on the ground. Carnage was surprised and took a few steps toward the other end of the roof. He suddenly found it hard to move. His movements were slow and pained.

"What's happening to me!"

Blaine smirked. "It's called telekinesis. I'm restricting your movement. You're pretty strong if you can move at all right now. Maybe this will work better." Blaine raised his hand in the air and jerked it behind him toward the building across the street. Carnage was hoisted into the air and hurled at the building across the street, smashing into the brick wall and falling to the road. Blaine jumped down to the street below, landing on Scorpion's head. Scorpion, who had just recovered from the toss into Hammerhead, was promptly smashed into the asphalt.

Spider-Man was just about to pass out from the pressure of Doc Ock's arms crushing his torso. Blaine unsheathed the sword that he had used on Rhino and began hacking at Ock's robotic arms. Of course, it wasn't much use, seeing as the arms were made from metal as well. The only thing it really did was make a bunch of pretty sparks. Blaine sheathed his sword again and started trying to pry the arms off Spider-Man with telekinesis. He didn't get them all the way open, but he did manage to loosen them enough to let Spider-Man escape. Spidey dropped from Ock's death grip and jumped onto a building wall. He shot out a web, tying up Carnage, who was sneaking up to Blaine in an attempt to club him on the back of the head with a piece of metal that had broken off a car. Blaine was concentrating on Doc Ock. Ock started to feel a little hot. He started sweating. Blaine explained the sensation that Ock was feeling.

"That's pyrokinesis you're feeling right now. It's the ability to control heat. With enough concentration, I can increase the temperature to 400 degrees in your body. I can make your blood boil." Suddenly, Ock started to cool down. "But that wouldn't be any fun, now would it?"

Ock laughed. What a fool! He could have had me! he thought. He shot out one of his arms, but when it touched Blaine, Ock felt a shock coming through the metal appendage. He was thrown back into the building behind him.

Hammerhead tried to charge into Blaine from behind, but Blaine saw it coming and turned around, delivering Hammerhead a kick to the torso. The flat-headed foe was at a loss for breath.

As Hammerhead struggled to breathe, Blaine ran to Doctor Octopus, picked him up by the throat, and chokeslammed him into the sidewalk. One down.

Scorpion had recovered from Blaine landing on him and was fighting with Spider-Man. He lashed out with his long tail as Spidey dodged, ducked, and jumped. Spider-Man loosed a web at the villain's face and as he struggled with his muzzle, Spidey dealt him a legion of punches and kicks to his face, torso, arms, legs, and back. When Scorpion finally got the webbing off his face, he swung a punch at Spider-Man, which was easily dodged, due to Scorpion's weakened state. Spider-Man gave Scorpion a final kick to the head, knocking Scorpion out cold. Two down.

Carnage had just gotten free of his web straightjacket and Hammerhead had just regained his breath. Both lunged at Spider-Man, and both were met with a wall of ice, which was generated by Blaine. Hammerhead cracked his skull and fell to the road. Three down.

Carnage fell back from the ice wall and immediately got back up on his feet. He jumped at Blaine, but stopped mid-air.

"Not again." Blaine had once again used his telekinesis to trap Carnage and proceeded to smash his enemy's head against a building over and over until he was subdued. Victory.

Blaine and Spider-Man shook hands.

"Not bad fighting, my arachnid friend."

"Not bad yourself, my violent young pal."

Another voice was heard. "Spider-Man! Come here!" Spider-Man and Blaine looked in the direction of the voice and saw Venom, the sometimes hero and sometimes villain. Spidey and Blaine walked over to Venom.

"Who's this?" Blaine asked.

Spider-Man answered, "This is Venom. He's a man who was joined with a symbiote, like Carnage. A symbiote is an alien who when combined with a human can take control of their thoughts and actions if allowed to do so. Venom tries to do good, but sometimes he gets in the way."

Venom broke the conversation. "You need to come with me. Bring your friend. There's a man near the Daily Bugle who calls himself Wraith. He's trashing everything. He's been flying around, throwing cars at people and tearing down buildings. The cops are trying to shoot him, but he keeps turning invisible."

Spidey looked at Blaine. "That the guy you're looking for?"

"Yeah."

"Well, I guess we'd better go."

Just before the three of them took off, Blaine looked at Spider-Man and laughed.

"Never a dull moment, huh?"

To Be Continued…