A/N: Hey everyone, Happy New Year! Hope you all had a great holiday season.

Just wanted to say that this year has been a really good year for Spider-Man. With the great PS4 game, his great role in Infinity War, the great run in the comics he's been enjoying currently, and the amazing Into the Spider-Verse movie (which everyone should go see, it's pretty much a perfect Spidey movie) I'm just so happy that Spider-Man media is back on track after a lot of really iffy years. Here's hoping 2019 continues the greatness!

Now, hope you enjoy the chapter!

"What have we got?"

"Not sure. Still hacking."

In the Hydra warehouse in Australia, the Avengers stood together in the center of it, standing among the unconscious bodies of the various agents. Everything had done according to plan, as they were able to take down everyone out without much hassle. Black Widow and Hawkeye looked over the bodies in the center of the room to make sure none of their opponents were playing possum. Iron Man was hacking at the main computer terminal, trying to get any information he could as Captain America looked behind him.

"So, Rogers," Stark said, still focusing on the work in front of him. "While the others are busy, I need you to be straight with me."

Cap cocked an eyebrow. "What is it?"

"How was my first mission back?" He asked, as earnestly as he could. "Any ring rust?"

Steve smirked to himself. "A little, but I'd give you an 8 out of 10."

"That seems kinda low," Tony quipped.

"If you can get what we're looking for, I'll make it a 9."

"Speaking of, you gave me the basics, but what exactly am I looking for here?"

Steve got a more serious expression on his face. "Sam was able to dig up something about genetics before he hit a wall. And it seems like Bucky...the Winter Soldier might of been trying to lead us here for whatever reason. That was enough for me."

"Well, who am I to argue with Captain..."

Steve noticed the billionaire trail off. "Tony?"

Tony's helmet opened up, showing his shocked face, as his eyes scanned the information in front of him. "I...I got what we were looking for..." He turned around, to look at his teammate. "We need to get back home. And we need to get Fury on the phone. He needs to answer for some things."

Late at night, above the skyline of New York City, Spider-Man swung through the city, the pale moonlight reflecting off of his new, silver armor. He swung as fast as he could, determined to finally put an end to the rest of the Sinister Six.

Problem was, he wasn't so sure where to go. He only has a vague idea about what they were up to. Kill him, rule the city. Obviously they were trying to rush him down and try to overpower him with their numbers while he was weak. He was still weak, how heavy the armor felt over his damaged body reminded him, but there's a chance that Doc Ock decided to rethink some things after two failed attempts at killing him.

With his armor and gadgets, Spidey might be able to beat them if he got the drop on them. He just needed to figure out where they were at.

Peter thought back to the last time he fought Otto. He had a secret lab set up in an abandoned movie theater in the East side. The theater had some kind of emotional attachment to Otto before his accident, but Peter wasn't sure what. Nevertheless, there's a chance that Otto could still be there.

After a few moments, Peter spotted the rotting movie theater, obviously on the verge of falling apart. He landed on top of the roof, looking around for a second. "Boy Doc, you sure know how to pick them. Seriously, what a premium piece of real estate."

Spider-Man soon found a large hole in the ceiling, crawling inside it and sticking to the ceiling as he looked at the broken box offices and crumbling support beams. He saw a couple of rats scurry away, as he checked to see if anything looked out of place. "If he's still using this place, then he hasn't been here today. The rats would know better," he determined, as he dropped to the floor, landing on the stained and sticky carpet. "Ew," he groaned, slightly raising his foot to make sure nothing was stuck to it. "I just made this suit too."

He walked into one of the theaters, to see a few old, wooden tables set up, as several pieces of tech, blueprints, and various other bits and ends covering them. It was a primitive lab, but one that would do in a pinch.

Peter wandered near the table, trying to find anything of importance. "Ok Otto, what are you up to?" He asked himself, as he noticed some familiar looking pieces of technology. "Hey, isn't that..." He picked a piece of it up, noticing it looked like a piece of Electro's new harness. He then looked around on the table, to see what looked like a new helmet for Mysterio, along with new new gauntlets for him.

He looked at the wall to see what looked like plans for Scorpion's suit, with notes written on it for improvements. "Looks like Ock's been busy upgrading these guys. Like they weren't dangerous enough already. Well, at least this proves that he used this place recently."

He put the piece of harness down, as he started walking around the abandoned theater, still searching the lab equipment. "There has to be something in here that says what they're up to. Anything." Suddenly, he saw a light blinking on something sitting on another table. "Heeeello? What've we got here?" He asked himself, curious, as he walked up to it. He saw that it was a tape recorder, and it seemed like it had some recordings on it.

"A tape recorder?" He questioned, as he picked it up. "Otto did always like the sound of his own voice. I guess it makes sense."

He clicked it, playing the first message. "The Sinister Six has been formed," Spidey heard Otto say in the recorder. "Spider-Man has been spotted. The Avengers are gone for the time being. The city's only defense is the measly police force, and they are no threat to my cohorts and I. The new base has been fortified with my masterpiece. My "Master Plan." With it, we shall take over New York. But we need to tie up some loose ends. The Spider is a nuisance, an amateur with a bad habit of being in the wrong place at the wrong time...but he has proven formidable."

"Aww," Spidey quietly joked to himself. "How sweet."

"He has defeated me in the past," the message continued. "He has defeated all of us. He's resourceful, strong, fast, and possibly brilliant. In another life, he might of been a kindred spirit. But his naivety and ignorance has made him a threat to my plans. He must be the first to go. Afterwards, we finish the weapon. Unfortunately, it is still missing a piece. Fortunately, the piece is at Oscorp. This is a case of killing two birds with one stone. Osborn always treated Otto Octavius as a stain beneath him. He will bear witness to how wrong he was. And the rest of the Sinister Six will cheer as he draws his final breath. Gargan, Toomes, Rhino, they will laugh in joy when he dies."

"They're going after Norman," Spider-Man gasped to himself. "Oh no."

He dropped the recorder, as he quickly made his way out of the theater, and started swinging as fast as he could towards Oscorp. Otto used to work at Oscorp before the accident. It makes sense that he holds a grudge. But why would Gargan? Why does Toomes hate him that much? Not to mention Rhino, he's always seemed like a money first, revenge second kind of guy.

But they all hate him, and despite the fact that they're all crazy, there has to be a reason. Maybe Stormin' Norman been making deals with the wrong kind of people.

Peter will have to figure that stuff out later. Right now, he has to make sure they don't get what they need for their weapon, and he has to make sure they don't kill Norman.

He just hopes he's not too late.

"Warren, analytics."

Norman Osborn was taking another late night in his lab, trying hard to perfect the super soldier serum he was developing. The formula was currently in a gas form in a large, glass tube in the center of the giant lab. The millionaire scientist was staring intently at it, determined to make it work. He's given up trying to make it an exact replica of the original serum that gave Steve Rogers his abilities, but he's sure he can make one that's similar, if not superior.

As multiple scientists kept bustling around behind him, Miles Warren looked at the clipboard he was holding, reading the papers on it. "We're making progress, sir," he informed his boss. "This is the most stable that the formula has ever been. But..."

"But what?" Norman asked, shortly.

"We can't predict what the formula will actually do," Warren finished.

Norman furrowed his brow. "What do you mean?"

"We exposed the formula to several different strands of proteins to determine if it had the desired effect. Every single test had a different reaction. Some had grown stronger, others merely changed color, some did both. The most concerning was the proteins that are normally in the human brain. Those began to fall apart once exposed to the serum. If that happens to a person, there is no way they would ever be able to be of right mind again."

"Hmmm," Osborn hummed, considering his options. "Begin animal testing, we need more solid results."

"Yes, sir-"

Without warning, the windows of the lab exploded, as Scorpion busted though, landing close by to Norman and Miles, and scaring the other scientists in the process. Norman stared at the intruder with shocked, wide eyes. "G-Gargan?" He asked, surprised, as the other scientists began to flee in terror.

"Hey Normie," Scorpion greeted, menacingly. "Long time no see. The Sinister Six would like a word with you. And we'd like to borrow some of your stuff."

"Now, do you really mean borrow? Or are you just going to take it and not give it back?"

"What?" Scorpion grunted at the unexpected voice, looking over his shoulder only to get a web to the face, as Spider-Man came in, clinging to the wall.

"Because if you're just taking it, that isn't really borrowing," Spidey quipped.

Gargan snipped the web off his face, as he snarled at the Web Head. "Nice suit," he jeered. "Very shiny. I can't wait to see your blood on it."

"I had red on my usual threads," Spidey joked. "I never heard you compliment me then."

Scorpion cried in anger as he shot a laser beam at the upgraded hero, as Spider-Man jumped out of the way at the last second, as the laser scorched the spot he was at. Peter landed on a table, flipping with his feet sticking to the table, letting him throw it at Scorpion. Mac shielded himself from the attack with his arms, not really feeling it, before Peter leapt at him, punching him hard in the face as he the villain dropped his guard.

Scorpion skidded back from the force, as Gargan rubbed his exposed chin. "That...really hurt. Guess that suit's made out of hard stuff, huh?"

Spidey got back into a fighting stance. "Yeah, it's made out of the same stuff as your head."

Scorpion growled, frustrated.

"What? Don't like my jokes? Sorry, they can't all be winners," Peter said, humorously.

"I'm going to enjoy killing you!" Gargan roared. Right before he charged though, he noticed Norman trying to slip out on the other side of the room. "Oh no you don't!" He yelled, as he leapt effortlessly to the other side of the room, landing right in front of the millionaire.

"NO!" Spider-Man cried, trying to reach them in time, only for Scorpion to whip Osborn with his tail, sending him flying away, crashing into the large, glass tube that held the gas.

The glass shattered, as Osborn inhaled the gas, coughing violently as he did so. Norman's vision was clouded, as it felt like all of his senses were on fire. He heard everything, tasted everything, felt everything around him. His mind was on overdrive. Then suddenly, as fast as it happened, everything seemed to quiet down, returning to normal, and getting him back in the moment. The rest of the cloud dissipated, as Peter quickly went over to him, trying to see if his best friend's dad was alright.

"Mister Osborn, talk to me," the young hero said, kneeling down to check on him. "Are you alright."

Osborn coughed a few times, "I think so. Can you please get that monster, and yourself, out of my lab?"

"Monster?" Gargan asked, chuckling as he slowly walked up to the two. "I'm only what you made me, Normie. I was just a car jacker doing time before you digged me up and put me in this damn suit. "

"H-He's lying!" Osborn yelled, as Spider-Man looked at him with silver lenses. "I've never met this man before in my life!"

Peter looked at the millionaire, suspicious, before standing back up, and facing Scorpion again. "All I know is that there's a really big, really ugly problem that I need to take care of."

Gargan smirked. "If you say so," he grunted, before leaping at the Wall Crawler. Peter leapt back, as the two met in the air, only for Scorpion to smack Peter away with one of his claws.

"Ugh!" Peter grunted, as he landed hard on the floor. The larger Mac wasted no time in landing nearby, picking Spidey up before slamming him into a computer monitor. Even with the extra protection of the Spider-Armor, Peter was still able to feel the blow. Still in Gargan's grip, Spider-Man was thrown forcibly against a nearby wall, as Scorpion followed up with a laser, hitting the teenager dead on the chest. However, the silver panels reflected some of the blast back at Scorpion, hitting him in his shoulder, causing him to gasp in pain.

As the mechanized thug held his shoulder in pain, Peter realized that this was his chance to fight back. He quickly ran up to Scorpion, delivering a running kick to his gut, causing the large man to double over, the wind knocked out of him. While he was recovering, Peter jumped over Scorpion's head, grabbing his tail, and flipping in midair in order to slam Scorpion to the floor.

Gargan couldn't believe what was happening. Spider-Man was able to stun him in the past, but he wasn't able to actually hurt him. But this suit of his, whatever it's made of, it's hard enough for his attacks to get through his armor. And apparently his lasers didn't do much either against it. He couldn't afford to mess this up.

"That's it!" Scorpion roared, as he got back to his feet, throwing a huge blow at Spider-Man, hitting him away and making him skid on the floor, stunned as he tried to get himself back up. "I don't have time for this! Osborn, Spider-Man, this ain't over!" Gargan quickly looked around the lab, trying to find what he was sent here to get along with Norman. After a brief once over of the lab, he found it; a single sheet of a shiny, gray metal. "There it is..." he said, as he quickly grabbed it with his sharp claws. "Adamantium."

With his prize, Scorpion ran towards the broken window, jumping out of it. Peter recovered, getting back to his feet. "Oh no you don't!" Spidey called, as he ran after the villian. He got to the broken window, and looked out of it. He looked down, to see Scorpion land on what looked like a large, metal, floating orb, with an open hatch. Mac crawled in, as the hatch shut behind him. The orb started to rev up, about to take off, as Peter jumped out the window, and dived after it.

Right before Spider-Man reached it, the orb started flying away, rocketing towards wherever it was going. At the very last second, Peter shot a web line at it, snagging it and holding on for dear life as the orb propelled itself throughout the city, narrowly avoiding buildings. "Flying orbs!" Spider-Man yelled to himself. "Sure, why not!?"

Back in the tattered and wrecked lab, Warren walked away, inspecting the damage shocked over what had happened. The computer was sparking, glass was covering the floor, chemicals were spilled, and the equipment was knocked everywhere. It would take forever to get the place cleaned up. He heard someone coughing, making him a bit confused before he realized who it was. "Mister Osborn!" He called, searching for his boss. After a few moments, he found the redhead, sitting on the floor, slouching against the remainder of the glass tube that held the super soldier gas inside.

"Mister Osborn!" Warren cried, as he ran over to the millionaire.

"Doctor," Norman greeted, as he pulled himself off the floor. "Prepare more of the super solider serum."

Miles was taken aback. "Sir, are you sure? The lab is a mess. Besides, what about you?" He asked. " Shouldn't you take a moment to rest?"

"Nonsense," Osborn dismissed, as a large smile formed on his face, and a green glint flashed in his eyes. "I've never felt better."

"Come on Parker, don't let go!"

Spider-Man was still hanging on to the web thread, getting whipped around in the air as the orb kept soaring across the city. Peter tried to crawl up the web line, fighting against the force and winds being propelled his way. Slowly, he kept making progress, before finally reaching the orb, sticking to it with everything he had. "Ok, magic orb," he quietly, weakly joked to himself. "Take me to them."

Spidey looked forward, to see that the orb was heading towards the Hudson river. Peter was confused, as he saw nothing out there that could be a possible base for the Sinister Six. His Spider Sense began to blare, as the orb began to descend. Suddenly, it all made sense, as Peter started to freak out. The orb was going to go underwater.

Thinking quickly, Peter took a deep breath, as the orb began to submerge, taking him with it. He felt the cold of the water almost immediately, as the orb didn't lose any of its speed. Spidey felt his lungs start to burn, as he desperately needed to breath, but was surrounded by nothing but a wet void. Peter felt himself start to shake, desperate to still stick onto the orb, as it took him where it needed to go.

Peter looked up, his eyes widening under his helmet. In the distance, through the ripples the orb was leaving in the water as it traveled, was a large, complex, and fortified base, that was firmly planted into the river floor. The sight was amazing, but terrifying at the same time. Peter hadn't considered this as a possibility, and he didn't really have a plan on how to get out.

Those thoughts were interrupted by the pain in his chest from still holding his breath. He can't believe that he survived in space only to drown in the bottom of the Hudson.

The orb got close to the base, as a hatch opened, allowing it access. Finally, the orb entered it, flying through a tunnel, still underwater. The orb rocketed through the tunnel, heading up, as the orb arrived to a pool at the end of the tunnel, finally coming out of the water.

Peter gasped, sucking in as much air as possible, as he started coughing. He tried to quiet the coughing fit down, as he fell off the orb, landing on the floor right behind the pool. After a few seconds, the orb opened up, as Scorpion stepped out, adamantium in hand, completely oblivious to the teenager behind him. His tail passively swung around, as he walked further into the base, ready to meet with the others.

Sure that Gargan was gone, Peter raised his helmet up over his mouth in order to cough out any water that got in, and to breath a little easier. Still not at full strength, Peter felt really weak after almost drowning. He was surprised that he didn't pass out. He sat down on the floor, resting for a moment, trying to clear his head. He asked himself what he was doing there, why he was going through all of this just to go to the lions' den. After taking a moment for himself, and shaking off any self doubts, Peter slid the helmet back down, as Spider-Man jumped onto a nearby wall, crawling up to the ceiling, as he started sneaking his way into the base.

After crawling for a few minutes, Peter eventually found a huge room, that was most likely the center of the base. His eyes widened slightly at the overbearing sight, as he saw what was in the room as he crawled up the domed ceiling.

Multiple platforms, with multiple computers, and large amounts of technology. In the center of the room was what appeared to be a large laser, and it was being worked on by Electro, Rhino, and Mysterio, as Doctor Octopus stood next to them with crossed arms, assisting them with his metallic appendages and directing them on what to do, where to put certain components, or how to operate certain tools and systems. Not too long after Peter arrived, Scorpion entered the room, and walked towards Octavius with the piece of adamantium.

Otto looked over at the entering man. "Ah, Gargan," he greeted. "It seems your mission was a success...partially..."

"Yeah, sorry about that Doc," Scorpion said, as he let one of Otto's arms grab the sheet of metal. "When I went to Oscorp, Spider-Man showed up. He got this weird metal suit on now, and it actually hurt when he hit me. I couldn't grab Osborn and the metal at the same time."

"That's disappointing," Otto stated, annoyed. After a small sigh, he turned towards his teammate. "Well, I suppose it couldn't of been avoided. We can always get him later. " Doc Ock rubbed his chin in thought. "Spider-Man must of realized he could not of defeated us as he was. I was right to think he had some scientific knowledge..."

"Uh, Doc?" Scorpion interrupted. "You're muttering."

"What?" Otto asked, coming back to reality. "Ah, yes, right. Good work, Mister Gargan, with this piece, we can complete our Master Plan."

The two walked closer to the laser beam, as Electro finished zapping a port, flying closer to the pair. "Hey, Doctor, care to explain one more time what exactly we're doin' with this thing? I'm still a bit confused."

"What's to get?" Rhino asked, walking over as well. "It's a big doomsday ray."

"Nah, that I get," Max replied, still floating. "I mean what are we doing with it?"

Octavius pinched the bridge of his nose, deeply exhaling in exasperation. "Very well, I'll explain once more. Beck!" He called, "Get over here! We're going over the plans and I want to be certain that everyone hears it!"

"Coming, my dear doctor!" Mysterio flamboyantly answered, as he walked over, light smoke surrounding him.

Otto rolled his eyes. "Yes, anyways, this is a weapon I had came up with years ago, but did not have the means to make. Until now. Using the untapped potential of Mister Dillion's power, this laser beam shall become an atom destablizer."

Still eavesdropping from the ceiling, Peter's eyes went wide, as he felt a pit in his stomach.

"Now that Scorpion has acquired the adamantium, which with its invincible properties can be manipulated to protect the core, we can now use the device without worry of it destroying itself. A weapon that can instantly separate the molecules of any piece of matter. Meaning we can destroy entire cities in a matter of minutes if we so desired."

Otto lifted himself higher in the air by extending his metal legs, pushing him off the floor. "We shall hold the city hostage. Tell them that unless they fall to our authority, New York City shall be destroyed. And to prove our determination, we shall vaporize the Baxter Building as a grim reminder of what we are truly capable of."

"And hopefully kill the Fantastic Four at the same time," Mysterio added.

"Exactly, Mister Beck," Otto commended. "The less resistance, the better for us. The Avengers will surely hear about us by the time they get back, but by that point we can easily pinpoint their ship and shoot them out them out of the air once they get within range. Once they're out of the picture, we shall finally grab Osborn, and show him the consequences of his actions."

From up above, Spider-Man shook his head. If he doesn't stop this, both the Fantastic Four and the Avengers are done for. His friends in the superhero community would be dead. His best friend's dad would die! He won't let that happen.

"The world treated us like dirt," Otto continued. "No one cared about us until we became who we are today. No one respected us, or even treated us with the dignity an average person demands. They used us as stepping stones to reach their own asperations, as they threw us to the proverbial dogs. Well, we became stronger because of that. Now, we shall be on top. And they will pray day and night as they get crushed under our heel for forgiveness, only to realize that this is what they deserved all along. Today, THE DIE IS CAST!"

The others cheered loudly in agreement, as Doctor Octopus had a deranged smirk on his face, excited at the prospect of finally winning, basking in the approval of his team. "Of course," Otto stated, "there is still one loose thread we need to take care of."

"You rang?"

"Wha-?" Doc Ock got out, before Spider-Man swung down, kicking Otto right in the face before landing away from the others, turning towards them, ready to fight. Peter didn't have a plan, other than taking them all down, right here, right now.

Octavius wiped his mouth, as he quickly recovered, standing with the others as they quickly prepared to destroy their enemy.

"Well well!" Electro mocked. "Looks like the bug got chromed!"

"He must've hooked a ride onto my pod," Scorpion told the others, as he pointed his tail at the Web Head. "I'm shocked he didn't drown."

"Heh, thanks Gargan," Rhino said.

"How the hell was I suppose to know-!"

"No, no, I'm being sincere," Rhino interrupted. "Thanks. Now we can squash him in the comfort of our own home!"

"You gaudy little arachnid," Mysterio started, a cloud materializing under him, "You must know you have arrived at your final curtain!"

"I'll have to agree," Doctor Octopus stated, his arms starting to flail behind him. "How foolish do you have to be to enter the base of the Sinister Six and expect to survive?"

"Oh come on Otto," Spidey said. "Enough with the Sinister Six stuff! I took down Tweety Bird. You're only the Fiendish Five now."

Doctor Octavius gave a wicked smirk. "You should of learned by now, Spider-Man. Otto Octavius does not miscount."

Peter raised an eyebrow under his helmet, before he felt his spider sense rattle dangerously in his skull. Before he could react, a large force had hit him in the side, sending him barreling into a nearby wall, violently crashing into it and becoming slightly dazed. As he shook the cobwebs out, a large shadow loomed over him, causing him to look up. "Oh no..." He muttered, as he saw who his attacker was.

"Hey Spidey," a towering Sandman greeted, dangerously. "Did ya miss me?"