It wasn't the first time Spider-Man had to battle two villains simultaneously. But he had Harry Osborn backing him up against Sandman and Venom in the past. This time around was very different, as the web slinger had to face the Lizard and Scorpion on his own. No Harry! Could've been worse of course; he could've been battling six villains all at once. That would've been a sinister ordeal; the web head definitely preferred one at a time.

Spider-Man clung to one of the many walls of the wide open area, joined a moment later by Scorpion. Scorpion whipped his cyber tail at Spider-Man, who acrobatically dodged and weaved out of harm's way. The web slinger shot a small glob of webbing right into Scorpion's grotesque face to blind him. Not a moment later, the Lizard tried in vain to ambush the hero.

Spider-Man back flipped away from the Lizard, even leapfrogging over the blinded Scorpion. The Lizard lunged after him, who attempted to web swing away but was caught by the reptile-themed villain. They started careening toward another wall, where Spider-Man managed to slam and stick the Lizard to that same wall in a web net. Spider-Man landed onto his foe.

The Lizard got his massive snout loose from the net and snarled at Spider-Man. The web head quipped, "Whoa, holy halitosis!" Spider-Man webbed up the Lizard's snout and turned to the floor below. He spotted Martha Connors inching toward the machine. "Mrs. Connors, stay away from that thing!"

Spider-Man shot out a web line and swung back down toward Martha and the machine. He didn't have time to react to another Scorpion assault, as the psychopath snagged the line and sliced through it with his razor bladed forearm. Scorpion tackled Spider-Man, the two careening toward the ground below. Spider-Man shifted his weight, forcing Scorpion to take the brunt of the fall, with Spider-Man standing on top of him. A rather humiliating moment for Scorpion! Scorpion whipped his tail at Spider-Man, who barely avoided the attack but was stunned by the Lizard from behind. Scorpion spotted Martha and snarled at her proximity to the machine.

"Get away from that, woman!" he shouted. "I need that so I can go back to normal."

Scorpion skulked toward Martha with malcontent, until Spider-Man took him down hard. Scorpion wrapped him up with his tail and tossed him back, right into the waiting arms of the Lizard. The Lizard slammed Spider-Man down very hard, and then kicked him away into the center of the area.

Spider-Man struggled to get back up to his vertical base; his suit tattered, covered in dried mud and ripped across the torso and left forearm. With effort, Spider-Man rose to his feet but was again surrounded by the Lizard and Scorpion on either side.

"Uh, didn't we get through this part already," he managed to say. "Tell you what, guys; how 'bout we settle this with a nice game of poker?"

Scorpion impatiently snarled, "Don't you ever shut up?"

"Nope." Spider-Man simply stated.

The villains charged at Spider-Man, who for some reason wasn't attempting to get clear. That was because he was waiting for just the right moment. His spider sense triggered and everything came down to a crawl. He could practically see everything within the 360 degree vision, right down to Scorpions' yellow pupils and the Lizard's slobber. The villains closed in and without a seconds' hesitation, Spider-Man fired a web line straight up to the ceiling and leaped clear. Scorpion and the Lizard butted heads and impacted the ground hard. Spider-Man clung to the underside of a pipeline, looking down toward the villains.

"Now shouldn't ya'll have seen that coming?"

Scorpion got up to a knee, sneering at the Lizard. "Watch where you're going, scale brain!"

The Lizard rose up and went to all fours. "You're one to talk, you inept arachnid aberration."

"I got no idea what an "aberration" is, but I'm gonna make you regret calling me that!" Scorpion shouted, one eye twitching.

Spider-Man interjected himself into the spat, from his underside perch. "Hello; I'm still here! Honestly, you creeps can be so rude sometimes."

The irate Scorpion aimed his tail at Spider-Man and let loose a laser shot, which the web slinger dodged. He swung away from the action and then swung right back in, drop kicking Scorpion from behind and landing in from of the waiting Lizard. The Lizard, still in a bipedal stance, bounded toward Spider-Man. Scorpion got up and wildly whipped his tail at Spider-Man. Again, the web slinger dodged and the tail impacted the Lizard, throwing him back. Spider-Man shot a line at Scorpion, who pulled hard on the line and took Spider-Man with it. Thinking quickly, Spider-Man tried another drop kick but Scorpion thought one step ahead, catching Spider-Man and throwing him hard to the ground. Meanwhile, the Lizard started to get back up as he heard faint moaning. Upon turning toward the sound, the Lizard was horrified by the sight of Martha Connors on the ground, knocked out.

"Oh no," whispered the Lizard as he crawled toward the fallen woman. He cradled Martha in his arms. "What have I done? Martha, I'm so sorry! I didn't want this to happen." The Lizard held Martha tightly in remorse, and it seemed as if Curt Connors' humanity was shining through for the first time in ages. His torment was interrupted by Scorpion's ranting.

"Hey, scale brain, how 'bout a little help here? Quit cuddling the woman and help me finish this little bug."

Scorpion had Spider-Man pinned to the ground and gasping for air, having one foot over his throat. The Lizard meanwhile growled perversely, enraged at the lack of concern shown to Martha. He set Martha gently down and in a mighty bound, leaped back into the fray.

Spider-Man saw the Lizard coming from one corner of his eyes. He thought this was the end and closed his eyes, only to be surprised when the Lizard tackled Scorpion hard to the ground. Spider-Man slowly rolled to his side holding his throat. He spotted the Lizard snapping wildly at a pinned down Scorpion, internally grateful that his own head was still attached. He was equally confused by the turn of events.

Did I miss something? thought the web slinger.

Spider-Man spotted Martha Connors still knocked out, along with the machine intact just several feet from her. The web slinger bounded for the machine, examining it's design to hopefully figure out a use for it.

Meanwhile, Scorpion barely managed to kick away the Lizard and caught Spider-Man with the machine. He attempted to get to the web head but the Lizard caught him, digging his teeth into Scorpion's ankle. The attack tripped Scorpion, allowing the Lizard to claw at his back. Scorpion drove his elbow hard into the Lizard's skull to force him off, but the Lizard was relentless, continuing his clawing frenzy. Finally, Scorpion wrapped his tail around the Lizard's torso and violently tossed him aside. Again, Scorpion made an attempt to get to Spider-Man, who appeared to be doing who-knows-what with the machine.

"Get away from that!" Scorpion screamed. He made a move but was again taken down by the unrelenting Lizard.

Ignoring the chaos, Spider-Man continued his efforts with the machine. After a few pain-staking minutes, he finished. "There we go; this should help, hopefully!"

Spider-Man picked up the machine, holding it in his arms and took careful aim at the brawling Lizard and Scorpion. Who was he aiming for? Spider-Man couldn't get a clear shot at either of the two. He watched as Scorpion and the Lizard tore into each other. The Lizard clawed at Scorpion's armored suit, scratching the surface and tearing bits of mesh. Scorpion matched the assault, swinging both his razor blades and cyber tail madly.

Spider-Man just couldn't pinpoint a target. After a few minutes of back and forth fighting, Scorpion regained the upper hand and took down the Lizard. He spotted Spider-Man holding the machine and lunged for him.

Spider-Man shot a line straight in an attempt to get clear but Scorpion caught him with his tail, slamming him to the ground. The machine meanwhile, went flying through the air, coming to rest on an enlarged sewer drain. It was dangling and, worse than that, was charging. Worse still, it was aiming directly for Martha Connors, who was still knocked out. Spider-Man had to act quickly to get to Martha but Scorpion tripped him up with his tail, and then pouncing on him from behind.

Spider-Man webbed Scorpion in the face to blind him and kicked him off, then made a beeline for Martha. Out of the corner of his eyes, Spider-Man noticed the Lizard bolting past him, faster than even the web slinger expected. Time seemed to slow, and the machine fired a short burst of energy. Before Spider-Man could act, the Lizard leaped and landed in front of Martha and directly in the path of the beam. The Lizard took the full force of the beam, while Spider-Man swung in and took Martha to safety.

Spider-Man landed several feet away from the chaos with Martha in tow, who regained consciousness. "Spider-Man?! Where's Curt? Where's my husband?"

Martha had her question answered by the blood curdling screams of the Lizard, caught in the full force of the beam from the machine. The Lizard trembled violently for what seemed like forever. Then, the beam dissipated. The Lizard slumped to one side, still trembling from the shock. He could be heard screaming, roaring in pain. Then, the inhuman screaming slowly became more human. Martha, Spider-Man and even Scorpion watched as the Lizard's monstrous form appeared to shrink. The grotesque scales, the elongated tail and the massive snout all vanished until all that remained was the familiar image of Curt Connors, sans his right arm as was before the whole ordeal. Scorpion in particular was overjoyed at the result. His joy turned to horror when he noticed the machine teetering dangerously from its resting place. It soon fell; Scorpion tried to catch the machine but was too late.

"NO!" Scorpion protested, forced to watch the machine fall some 30 feet below before impacting to the ground, completely shattering it. Scorpion shook his head in disbelief. "That was…my last chance."

Meanwhile, Martha unknowingly rushed to her fallen husband. "Curt, Curt! Please be alive. Please say something!"

After a brief but tense moment, Curt showed signs of life. "Something," he unintentionally quipped. Martha was so overjoyed that she began to cry, and then Connors said, "Martha, I'm so sorry. I didn't ever want to hurt you."

"You didn't!"

Spider-Man interjected himself between the Connors spouses. "Um, now would be a good time to get somewhere safe." Spider-Man's spider-sense triggered, centering on an enraged Scorpion lunging for him. After being tackled hard, Spider-Man shouted, "Go!"

Martha helped Curt to his feet, his one arm slung over her shoulders. They ran as quickly as they could away from the chaos. They failed to notice J. Jonah Jameson skulking in the shadows, who was totally in the dark as to their involvement. He spotted Spider-Man and Scorpion slugging it out and, perhaps either bravely or foolishly, snicked further toward the fight.

Scorpion madly whipped his tail at Spider-Man, who kept dodging and weaving out of the way. This further infuriated Scorpion, who started slashing at the web slinger with his razor blades. Spider-Man dodged and delivered a strong back flip kick right on Scorpion's chin, dropping Scorpion to the ground. He used that same back flip to cling to the near wall, while Scorpion pounded the ground in frustration. He got up, aimed the tip of his tail and fired laser blasts one after another at Spider-Man. He dodged the blasts almost effortlessly, further angering Scorpion.

"Get down here and fight me like a man!" Scorpion shouted.

Spider-Man quipped back, "I don't suppose I can convince you to come up here and fight me like a spider?"

"You destroyed my last chance to be normal again!" shouted the Scorpion. "I'm stuck in this suit for the rest of my life because of you! Because of Jameson! Because of a whole world that hates me!"

"I'm sensing major league hostility," Spider-Man joked yet again. "Go with your feelings," Scorpion wildly whipped his tail, which Spider-Man dodged. "Sure, you've got a big cybernetic tail but you're no Doc Ock," Spider-Man dodged again and again, this time clinging to an opposite wall. "C'mon, Scorpie! You've had more shots at me than Rhino; and done just about as well!"

"SHUT UP!" Scorpion screamed and fired yet another blast that Spider-Man avoided.

Spider-Man fired a web line and swung right for Scorpion, his feet fully extended. He slammed the kick full force into Scorpion's chest. Scorpion went back first into the wall but had the wherewithal to trip Spider-Man with his tail. Spider-Man managed to avoid a straight thrust from that same weapon. Scorpion caught the web slinger and slammed him into the wall, the ground and back again. Spider-Man used a new web line to yank himself right in Scorpion's face and punched wildly. Scorpion bear hugged him and drove him into the wall before throwing him near the edge of platform. Spider-Man slowly picked himself up, noticing Scorpion skulking toward him.

"Yep, I'm really missing those skyscrapers right now." the web slinger said, noticing Scorpion standing directly over him.

Spider-Man tried to leap away but was grasped hard by Scorpion. They were face to face as Scorpion, with his teeth clenched, said, "I'm gonna break you in half!"

Spider-Man, struggling to get free, quipped, "Oh, yeah? It just so happens, I like starting the day with a warm hug." Who was the web head kidding? He felt himself fading, everything going black.

Scorpion squeezed Spider-Man tightly until the hero was nearly out of breath, until he felt a slight nudge. Scorpion dropped Spider-Man, turned and was shocked that Jameson of all people, had tried to attack him. "You gotta have a death wish, old man! Why risk your puny ass to save his?"

Jameson pondered the question for a moment and finally said, "Because as bad as Spider-Man is, you're the greater threat to the city. God help me for saying this; he's the only one who can stop you."

Scorpion stalked Jameson. "So now you're taking the bug's side? Well, he can't stop me if I run him through first. And after I'm done with him, boss, I'm gonna take my time gutting you."

Before Scorpion could follow through on his threat, he was snagged by a large mound of webbing. Spider-Man pulled hard on the web line, but Scorpion pulled back even harder. Scorpion won the tug-a-war, and he swung Spider-Man in a full circle. Spider-Man was thrown over the side of the ledge but snagged Scorpion with a double web line, bringing him down as well. The rivals tumbled end over end, fighting to stay alive as they fell. The ground below was rapidly getting closer as Spider-Man and Scorpion struggled against each other. Spider-Man fired a web line straight up. Scorpion made a grab for the web slinger's head but Spider-Man was yanked clear at the last second.

Spider-Man managed to cling onto the wall and save himself, but Scorpion wasn't so fortunate. The web head felt coolness on his face and realized that his mask had been removed. He gazed down toward the fallen Scorpion, who lay motionless and clutching the mask. Peter lowered himself to the fallen and broken villain. Scorpion gazed at Peter, blood spurting from his mouth. He had the mask in his hand, pressed against his chest.

Upon seeing the face of his foe, Scorpion faintly chuckled, "Peter Parker?"

Peter knelt beside Scorpion, and told him, "I'm sorry, Gargan."

Mac Gargan's breathing grew shallow, and he surprisingly joked, "I knew I never should've left Brooklyn."

Mac Gargan's head slumped to one side and he lay still, his eyes remaining open. Peter reached over and shut the eyes before removing the mask. Nothing more could be done.