Author's Note: This fic isn't technically a crossover, because Sabretooth actually appeared in the pages of Spider-Man before he appeared in any X-Men or mutant related titles. This fic takes place in the gap between those appearances, after Peter Parker, The Spectacular Spider-Man (1976) #119, and before X-Factor (1986) #10.

000

December, 1986

Manhattan

Snow was falling over Midtown in a shower of fat, wet flakes. It was the kind of snow that really sticks, and was already coating the sidewalks and the awnings, the tops of buildings, and the shoulderpads of coats. As it fell, 'Do They Know It's Christmas' was playing from the outdoor speakers of one of the nearby blocks of shops. People of all types hurried to and fro down the street about their business, shouting, jostling, carrying bags. In a crowd like this, in New York, even the very unusual didn't stand out too much.

The six and a half foot tall man stood out from the crowd mostly literally, head and shoulders above some of the shorter pedestrians. He had shoulders that would be the envy of any linebacker and he was dressed in a heavy parka with a big ruff, the fur of which camouflaged

his impressive blond side-burns, as they blended in with it almost seamlessly. With a crumpled dollar bill he bought a big styrofoam cup of hot cider from a bodega on the side of the road, and he held it in his big, sinewy hands, letting the steam wash over his face.

The man was called Sabretooth and he couldn't remember what Christmas had been like when he was a kid. There were a lot of parts of his life that were hazy that way; usually tinged with a bitter impression of unpleasantness and anger. And there were plenty of things that Sabretooth let that feeling spoil. But not Christmas time. Sabretooth was no Grinch. He liked Christmas, in his own way, anyway.

He sipped his cider and watched the crowd go by for a moment, stepping out of the way of foot traffic to lean against the cold brick facade of the nearby shop. Across the street he watched a young couple head into an expensive jewelry shop, arm in arm. Sabretooth felt a dull ache in his chest at the sight. His most recent partner, a man named Frank, who went by Constrictor, had ditched him after they were both arrested, leaving Sabretooth to spend a couple of months in jail while he planned his escape. And the less said about the way things had ended with his partner before that, the better.

Sabretooth watched the jewelry story with a heavy gaze for a moment longer– just long enough to see another figure that caught his eye. A man in a broad hat and heavy trench coat was entering the store. This in and of itself wasn't unusual, but what pulled Sabretooth's attention was the strange way that the back of the coat bulged slightly, something appeared for a moment to shift beneath it; and for just a split second, Sabretooth thought he saw a gleaming metal tendril poke out from beneath the coat.

'Frank?' he stared openly for a moment. But the figure was too stocky and broad to be his former partner by far. Even so, could this guy be wearing a similar get-up under that big coat?

Sabretooth decided that he wanted a closer look. He was striding confidently through the near-gridlocked traffic to the other side of the street when the sound of a ringing burglar alarm cut through the holiday cheer, followed swiftly by the sound of breaking glass.

He watched as a rolling chair sailed through the window of the jewelry shop, scattering the crowd on the sidewalk. A split second later a store clerk landed heavily on the sidewalk too.

000

Doctor Otto Octavius was in no mood to be trifled with. The jangling of the alarm itself was setting his teeth on edge just as much as the knowledge that thanks to its untimely intervention he was now in a hurry. Otto was not a man who relished violence. He'd been hoping to keep this robbery civil. But now the gloves were off.

Four gleaming metal tentacles shot out from beneath Otto's coat, twisting and spiraling in on their targets. One of them grabbed the chair under the offending clerk, and whipped it behind Otto out the store's picture window. A second grabbed the clerk himself just as he tumbled to the ground, and pitched him out after his chair.

Otto turned and peered through dark lenses at the small number of holiday shoppers who hadn't fled yet.

"I suggest you depart," he grumbled as his tendrils rose over his shoulders like serpents, pincers clicking like snapping jaws, "lest you face the wrath of Doctor Octopus."

He didn't pay any attention to what they did after that, instead turning back to his business, his metal arms smashing glass cases and scooping out the bright baubles within, stuffing them into a large sack as quickly as possible.

It was only when he was mostly through with the cases– at least the high value ones– that someone behind him spoke.

"Ya know, I was gonna ask if you needed a hand in here, but looks like you got that covered."

Otto whirled around, grimacing, and one of his tentacles shot out toward the interloper like lightning. It was a surprise when all he connected with was the wall in a sudden shower of plaster dust. The interloper had dodged.

For a moment, Otto was convinced it had to be the wall-crawler. But the figure that his gaze found was considerably larger, if nothing else. Otto stared for a moment at the huge, shaggy looking man with the fur parka.

"I don't know who you are, but I suggest you get out of my way, oaf," Otto snarled.

The interloper just grinned at him, showing large, fang-like teeth as he leaned on one of the few remaining in-tact displays.

"Shit, am I in your way?" he asked, still grinning. Otto watched as he smashed a meaty hand through the glass, and grabbed a diamond bracelet, toying with it in his clawed fingers. "Whoops. To be honest, I'm just curious about your get-up."

Brow furrowed, Otto opened his mouth to answer, but was cut off by the sound of police sirens. "Damn and blast!" he swore instead.

"Huh. Might wanna duck out the back before the boys in blue get here."

"I know that, you cretin!" Otto snapped. "I don't need some two bit opportunist telling me how to conduct my business!"

Otto's metal arms slammed into the floor, crunching through the tiles as they stomped and carried him toward the back, To his surprise and annoyance, the interloper followed him in a crouching, pouncing stride.

"You know, buddy o' mine had a set of metal arms a little like that. More like whips, but real similar, still."

"Is that so," Otto commented flatly as he tore the back door off of its hinges and tossed it aside.

"Sure is," the shaggy man agreed, following him out the door. "You wouldn't happen to know him, would ya? Calls himself Constrictor?"

"Never heard of him." Otto's tentacles slammed into the building next door and he started to haul himself up the vertical surface. "Goodbye."

To Otto's chagrin, this didn't deter the man. A single jump took him to the top of the fire escape, and he kept climbing just behind him, partly using the handholds that Otto's tentacles had smashed in.

"No? We did some work around the city not too long ago. They call me Sabretooth by the way, and–"

"I hate to interrupt, but have either of you seen a pair of jewel thieves around here?"

Another interloper. And this one Otto knew by voice alone.

"Spider-man!" he snarled, hurling a loose brick at the sound of the voice. Spider-man was sitting on the edge of the building above them.

To Otto's great surprise Sabretooth had growled out the wall-crawler's name exactly in time with his own.

"I see you're acquainted with my nuisance," Otto snapped, scurrying out of the way of a web that the red and blue menace shot down.

"Yours huh?" Sabretooth growled, hurling himself further up the building with a leonid leap. "I owe him for tearing my damn face off a couple months ago."

"Please, be my guest." Otto waved a hand dismissively, and moved to flee around the side of the building. If the muscle-bound stranger wanted to tangle with Spider-man, then much the better. It would give Otto more time to escape.

"Ladies, please, there's plenty of me to go around," Spider-man called from behind him. "Gotta say, this isn't the team up I imagined. Sinister Six not returning your calls, Ock?"

Otto ignored the bait, scrambling instead around the side of the building as he heard Sabretooth snarl like a cat and launch himself at Spider-Man. For a moment Otto thought he'd be home free as he rounded the corner, two stories over fifth avenue. Unfortunately, then a bullet pinged off of one of his metal arms. The NYPD had shown up.

"Damn it all!" Otto swore furiously as he flattened against the side of the building away from the sudden hail of hurled a volley of loose masonry at the cops in anger– and nearly lost his grip on the building when something snarling and heavy hit him from in his blind spot.

"You two have got to stop meeting like this!" Spider-man cackled breathlessly from somewhere, as it became apparent that he had webbed Sabretooth and swung him bodily into Otto.

Otto's tentacles grabbed the heavy man as he scrambled for purchase on the building with bloody claws, snarling and swearing. He raised him up, intending to heave the man back at Spider-man where he'd come from.

"Miserable idiot, can't you even–"

"Look out, frail!" The brawny man twisted and wrenched suddenly in Otto's grip with force, and to Otto's surprise, instead of escaping his grip, slammed Otto against his wall beneath his body just as the NYPD started another volley of gunfire. Sabretooth grunted.

"Idiot, how dare you lay a–"

"You wanna get shot, specs?" Sabretooth growled, grabbing him. It was immediately clear that Sabretooth already had been. Blood was streaming down his neck and shoulder, staining the ruff of his coat.

"Damn it all!" Otto looked desperately for where the wall-crawler had gone, and found him perched on fire escape, busily winding webbing around a bloody section of his ribcage. Not ideal, but an opening was an opening. "We're leaving."

Otto wrapped a metal arm around the large, wounded man, and using the others for purchase, scrambled quickly down the building to street level. The rooftops were where the spider menace excelled; to lose him, he'd have to turn the advantage on its head.

Once on the ground, he headed for the nearest manhole, and tossed the cover away with the flick of a tentacle.

000

Sabretooth didn't struggle as Doc Ock pulled him down into the sewer and replaced the manhole cover behind them to cover their tracks.

He did, however, complain.

"Been shot before," Sabretooth grumbled as he was carried. "I can walk my damn self."

"Is that so?" Ock drawled without sounding convinced.

"Uhuh. Just a little dizzy," he admitted. Actually, now that he thought about it, he was feeling pretty cold. How many bullets had he caught anyway? Healing factor must be struggling to keep up.

The doctor said something in response, but Sabretooth didn't hear it.

The world swam, and went dark.