Issue #15: The Gauntlet, Part II

Sonic and Peter slowly got to their feet, concerning MJ. She walked to them, saying, "Whoa, easy you two, you guys still look roughed up."

"Thanks for the concern honey…" Peter said, "But I think my healing factor's finally starting to kick in. About time too."

Sonic carefully stretched a leg, "You got one of those too? I can get up pretty quick too."

Mary Jane still looked worried but relented, "Just don't strain yourselves."

"I won't. Things are still too crazy to even attempt anything yet." Peter admitted, still putting on his mask just to be sure, "Hopefully the others are fine picking up the slack."

The hedgehog smiled, "Tails is leadin' them, they'll be fine." he replied with genuine faith in his friend.

"You two are up and about already?" May asked, seeing her nephew and his friend already standing up as if nothing happened.

Peter managed a grin under his mask, "Yeah, Aunt May. Benefit of having spider powers, I can get back up faster than most people. I'm still a bit sore though so I'm staying for your sake and MJ's."

May said, "That's good. I am proud of your determination but I would rather you take your own safety into account once in a while."

Sonic waved a hand, "We will Aunt May. Honest. As much as I want to kick their butts, I think we'd just be holding the others back."

Peter sat down on the bed and stretched, his limbs still in pain, "Oh man… they roughed us up real bad…"

"No kidding… I can't remember the last time I had my butt kicked that badly…" Sonic admitted, staring out the window, "And because of those chumps, the entire city is on fire…"

"What is their plan anyway?" MJ asked, questioning where all the chaos came in.

Peter shrugged, "No idea. Eggman and Osborn have been pretty sporadic, just going around getting goons to do their dirty work, almost as if they're stalling for something."

Sonic added, "Tails is usually the one coming up with explanations. Egghead revealing himself is nothing new, but the fact that he hasn't shown himself in person yet is weird even for him."

"And it's not like we can stop them ahead of time, because we don't know where their base is!" Peter grumbled.

The blue hero rubbed his head, "This whole thing is annoying. When I find Eggman, I'll be sure to give him a Homing Attack to the face for giving us these headaches."

Spider-Man chuckled, "Hehe, yeah. And speaking of headaches…" he held his forehead, "I can feel my usual one tingling right now. And it's-" he lowered his head, "...Getting. Worse!"

"Peter!" May shouted, sitting down next to her nephew to check to see what's wrong.

"Move you two!" Peter told MJ and May, diving to keep them out of the now shattered window. Sonic stood up and looked at the broken window, seeing two figures reveal themselves.

Doctor Octopus smirked, "Well well, it seems we have guests here after all." he mocked, allowing Shadow entry as well.

"Otto…" Peter growled.

Adjusting his goggles, Octavius said, "Who else would it be…?" he looked at the old woman, recognizing her.

"Octavius?" May gasped.

"Ah, Mrs. Parker, it has been a while." Otto said, feigning a polite tone, "Hm. If you are here, then that means…" he looked at Spider-Man and used one of his metal arms to hold him up by the throat, choking him.

Sonic Spin-Dashed Doc Ock's back, "Not letting you finish that sentence, Ock!" the hedgehog quipped, bouncing off him before getting to a knee, his body not yet fully recovered, "Yeesh… No regrets though…"

Shadow huffed, "You'll be feeling regret momentarily."

Sonic managed a grin, "Then bring it, Shadow."

The two hedgehogs dashed away, leaving Peter to deal with Doctor Octopus, who released him. Spider-Man gasped for air, "Come on, Otto… Let's not do this now…"

"I've been wanting to crush you for years, arachnid. I'll gladly accept being a pawn if it means I can prove to be your superior." Doc Ock taunted him, smacking his cheek with one of his arms, causing him to tumble back.

'Can't… move quick… used all I had saving MJ and Aunt May… I gotta hold him off so they can get away…' Peter thought, trying to muster as much energy as he could to fight Otto, "Guys… Go…" Spider-Man told his wife and aunt.

"May, go hide in the training room! Please!" MJ told her aunt in-law.

May looked at her nephew, then to MJ and reluctantly nodded, "...Very well. Do be careful please…"

"We will, promise!" MJ told her, watching her exit the room to safety. Once she was gone, Mary Jane ran to the closet and pulled out the secret weapon.

Spider-Man held up Doctor Octopus' arm and said, "Seriously Ock, you've never been a lackey to anyone before, least of all Osborn."

"I am not Osborn's lackey! Once the opportunity strikes, I will steal the foundation he built for myself!" Otto boasted, slamming his arm down on Spider-Man, who rolled away from it in time.

"Yeah right…" Peter groaned, feeling his back ache from all the frantic movement.

"Still recovering? Then I'll be sure to end this as painfully as possible… Parker." Doc Ock coldly said, revealing he pieced together Spider-Man's secret identity.

"...What?" Peter whispered out a gasp.

"It was easy to figure out with your aunt and wife in the same room as Spider-Man. You have made a grave mistake dragging them into your battles, Peter. And now you will pay." Ock said, reeling an arm back.

However, something pulled on one of his metal arms and slammed him down. The culprit was someone wearing the red and gold Iron Spider armor, "You got some nerve breaking in here!" Mary Jane told him.

"Thanks… for the save, babe." Peter replied.

Mary Jane said, "You know we gotta stick together, Tiger. Though I wish I got to train with this thing ahead of time."

"We'll get some practice in… For now a field test will do, and I need you to pick up my slack." Spider-Man advised her.

"So keep doing what I'm doing? Easy enough." Iron Spider replied.

Doctor Octopus hissed, "The Parker Wife revealed herself at last. Such a pity you'll fall like your husband."

"Leave my family out of this, Otto!" Spider-Man pounced and slammed Ock directly through the wall, the two of them landing in the hallway of Avengers Tower.

Doc Ock used one of arms to block Spider-Man's punch and used another to grab his leg, slamming him through a wall, "AGH!" Peter yelled in pain, getting dropped face first.

Iron Spider dove in and punched Octavius right in the face, causing him to stagger backwards, "...Ngh… Fools." he muttered under his breath, activating his harness, revealing the power of the Chaos Emerald in his possession."

"What is he doing?" MJ asked Peter, yanking the pincers off his neck.

"...Chaos… Emerald… Becoming stronger…" Spider-Man grunted, getting weaker by the second.

"Yes! I feel all-powerful! The great Doctor Octopus shall best you at last Spider-Man!" Doctor Octopus cackled, ready to continue the fight.

Sonic and Shadow halted their sprint in the main living room of Avengers Tower. The blue hero panted, "Not bad, Shadow… but you know I can still beat you in a brawl right?"

Shadow smirked, "Of course. That's why I've been given a boost to triumph over you at last."

"You mean the Chaos Emerald? Please, I faced a god with all seven at once. One doesn't scare me." Sonic boasted.

Shadow continued, "Oh, it's not just that. We have what it takes to surprise you, hedgehog."

Sonic paused, then asked, "...We?"

Shadow chuckled as a mysterious black substance began to cover his body, he stood and allowed it to happen. Sonic tried to stop it, but was met with a tendril slamming him back and holding him down, keeping him still so Shadow could finish the transformation. His body enlarged into a more muscular physique while keeping his hedgehog head, the red stripes becoming white and a spider emblem on his chest.

"W-What…?" Sonic gasped out as the red Chaos Emerald in Shadow's possession started to glow in his harness..

"We. Are. VENOM! And we will destroy you, inferior hedgehog!" Venom roared, pinning Sonic to a wall.

Sonic struggled in Venom's grip, unable to break free, "So… you're Venom… Gotta say, this isn't the welcome I was hopin' for…" he quipped, struggling in his grip.

"Always with the jokes. You should be trembling before the might of the new Ultimate Life-Form!" Venom bellowed, his eyes narrowing at Sonic's jokes.

"The… Ultimate Life-Form... never scared me before, Venom." Sonic replied, using a Spin-Dash to break free from the symbiote, "So that's what Osborn took it for back at the Triskelion!"

Venom lashed out and kicked Sonic, the hedgehog feeling the wind get knocked out of him, "Ack-" he coughed. The hedgehog held his stomach and got to his knees, "...Low blow…"

"We know. Now die!" Venom roared, grabbing Sonic by the throat and holding him up. He roared again, spitting on Sonic's face.

"...Gross." Sonic grumbled, using his foot to kick Venom's chin and getting out of his grip. The blue hero panted and said, "...Gotta do better than that, Shadow."

Venom gritted his teeth, "You're right. CHAOS SPEAR!" he reared an arm back and flicked it forward, throwing a Chaos Emerald enhanced Chaos Spear at Sonic, who jumped back away from it before it could hurt him.

"Ah!" Sonic yelled in shock, unaware that Venom could do that.

"Did you forget our talents, hedgehog?" Venom asked in a taunting manner.

"Kinda yeah." Sonic quipped, using his speed to jump on Venom's back, trying to yank the symbiote off Shadow, "Come on. Get off him already!"

Venom reached behind him and threw Sonic aside, shouting, "You cannot get to him. He is under our control! He is the perfect host!"

"No!" Sonic grunted, punching Venom, which did nothing to affect him. Venom merely smirked and slapped Sonic, making him collapse.

"Come on, Shad! You can fight this thing! You're the Ultimate Life-Form right? Then prove it! Beat this gooey creep!" Sonic demanded his ally stuck in the symbiote.

For a moment, Venom's head retracted, revealing Shadow, "Osborn's influence… strong… For once, it's… up to you…" he muttered before Venom took control once more.

"Such a pity you will not stop us." Venom declared.

"We'll see…" Sonic growled.

Iron Spider twisted one of Doctor Octopus' arms and sent him to a wall, where he created a hole. MJ said, "Just. Stay. Down."

"You think I will relent?!" Otto snarled, using his spare arms to shoot a Chaos Energy enhanced laser at Iron Spider. Peter shot a web-line at the arm and pulled it down, making it blast through the ceiling.

"You're not laying a single finger on her." Peter coldly declared. He shot webbing onto Ock's goggles, blinding him. While Otto was trying to yank the substance off his eyes, Spider-Man yelled, "Now Iron Spider!"

"Got it!" MJ responded, she reared her arm back and gave Doctor Octopus a right hook, launching him through a few walls into the lobby. The Spiders followed him in there, only to see Sonic fighting Venom.

"Venom?!" Spider-Man wondered in shock.

Doctor Octopus used his arms to stand, "Haha! Yes! It seems he decided to use the secret weapon after all!"

"No wonder Osborn made a move for the Triskelion!" Spider-Man growled. He tried leaping for a punch and got swiped by Ock's metal arm, hitting him directly in the chest.

The Iron Spider narrowed her lenses and gut checked Otto, "Enough!" she yelled, accidentally activating the spider arms on the back of the exo suit, "Huh?"

"PRETENDER!" Otto snarled, lashing his metal arms at MJ, whose own arms instinctively blocked Ock's, "How are you capable of this?!"

"Not sure myself!" MJ replied, ducking from Otto's arms and holding them up with two of her spider arms, deflecting them. With an opening, she roundhouse-kicked Doc Ock on the side, causing him to stagger.

Spider-Man shot a web-line to Venom and kicked him in the back, getting the symbiote's attention, "Aha, the Spider! We reunite at last!" Venom greeted his old foe.

"You're right about that! I didn't miss your ugly mug!" Spider-Man quipped, punching the back of his head while he hopped off Venom, "Let me guess, Shadow?"

"Yep." Sonic answered for him.

Spider-Man panted, "He's too strong and neither of us are in good condition to go all out. Venom's always been the one foe I always struggled with, and we got few options to combat him now that he has a Chaos Emerald…"

"Hopeless, is it not?" Venom taunted the wall-crawler, "You will pay for rejecting us!"

Doctor Octopus cackled, "Yes, Venom! Make them suffer!"

"You first." MJ quipped while elbowing his nose. She used her armor to jump away from his arms and a spider arm to push another aside.

Venom lashed his tendrils at Sonic and Spider-Man, who dodged the assault in time. However, Venom accounted for this and launched another at Spider-Man, wrapping it around his leg, "Wah!" Peter yelled in surprise, feeling himself get tripped up and fall facefirst.

"We will start with you, Spider…" Venom insisted, holding him upside down.

"Not… today…" Spider-Man grunted, shooting two web-lines to the ceiling and yanking, dropping a chunk of it on Venom's head, distracting him so that he could be let go.

"You! CHAOS SPEAR!" Venom threw a Chaos Spear at Spider-Man, who wasn't fast enough to avoid it and was electrocuted as a result. He collapsed on his back, his body now sorer than ever.

"Peter!" MJ shouted, not taking into account Ock and getting bashed by his metal tentacle, she was pushed back and her armor damaged.

"Chaos Control!" Venom yelled, appearing behind Sonic as he tried to use a Homing Attack on him and slammed his ball form down, "That is enough from you both! We shall triumph over Sonic and Spider-Man!"

"Try us…" Sonic grunted, his body's soreness coming back.

Doc Ock grabbed MJ by the throat and held her throat, "Let us end this, Shadow."

Spider-Man said, "MJ…" weakened, he looked at the symbiote and said, "...Venom… Hear me out…"

"What do you want from us, bug?" Venom hissed at the hero.

"Take me… back… I know… Osborn has you… under his control… join me… fight him…" Peter pleaded.

Venom paused, irritating Otto, "What is the matter?!" he released MJ, "Fine, if you won't end them, then I will!" he snarled, walking over to Sonic and Spider-Man, but he was slapped aside by Venom.

"YOU DARE?!" Otto shouted in disgust.

The symbiote retracted itself from Shadow and made its way to Spider-Man, surrounding his body and covering him completely. Shadow collapsed and started panting. Peter's suit was now black, the stripe on his shoulders were white and connected to a spider-emblem.

Peter's Mindscape

Peter stood in a black void, seeing a figment of the symbiote's head appear in front of him, "Parker… The Goblin has used us…We wish to make him pay for this transgression."

"I know." Peter revealed.

"How do we know you will not betray us like last time?" Venom wondered.

Peter said, "Cause I know you're capable of doing good. I'll make a deal with you this once. We work together, I'll leave you alone so long as you don't cause any trouble. Right now, my family is in danger, I'm in no condition to fight, I need a boost and you want revenge."

"..." Venom paused, "We will agree to those terms."

"Then let's go." Peter told him, allowing Venom to use his body.

May sat patiently in the guarded training room, an army of LMDs already on guard. She was there, concerned for Peter, MJ and even Sonic.

Suddenly a burst of flames covered the LMDs, destroying them and turning them into scrap. May screamed in fear as she backed away from the flames, "W-Who…?"

A bulky silhouette appeared in the flames. May couldn't figure out who it was, but she saw a menacing smirk appear on his monstrous face.

Sonic and MJ mustered as much energy as they could fight off Doc Ock, "You feeble minds will not stop me! Parker is ripe for finishing!"

"Not on our watch!" Sonic grunted, kicking back Otto.

"CURSED HEDGEHOG!" Doc Ock snarled, slamming Sonic with his tentacle.

"That the best… you got, Ock…?" Sonic muttered, "You're… about as annoying… as Egghead…"

"Enough of your babbling!" Doctor Octopus declared, ready to hit Sonic once more. However he was saved by the Iron Spider, who used her arms to hold them away from the hedgehog.

"Nice one…" Sonic complimented.

"Thanks, blue…" MJ grunted.

Spider-Man's white lenses opened up and he stood, still in his new black suit. "Hey Otto… Taste this!" he yelled, uppercutting Doc Ock so hard he flew into the air. Spider-Man shot a tendril from the back of his hand and grabbed Octavius' chest, yanking him down.

"No! You cannot do this! I am Doctor Octopus! I am your superior!" Otto snarled, his body bruised and slightly bloody.

"And I'm Spider-Man." Peter coldly replied, using the symbiote tendril to tie Otto's arms around each other into knots and keeping them still. Octavius struggled to break free, but Spider-Man gave him one quick punch to the jaw and knocked him unconscious, taking the Chaos Emerald from his possession.

"Nice one… Spidey…" Sonic said to his friend.

"I appreciate the save, Tiger. But that suit still makes me uncomfortable." Iron Spider reminded him.

Spider-Man panted, "I know…" he retracted it, now back to his red and blue suit, "But this time, we made a deal… If it tries laying a finger on you or uses me to do so, I'm going to trash it."

"Good." MJ replied.

Shadow grumbled, sitting up, "...What the hell happened?"

"Shadow? Is it you? For real this time?" Sonic asked his friend.

"Yes." Shadow rubbed his head, "Osborn has been toying with my mind… I'll make him regret doing that." he grunted, yanking the harness off his chest and keeping the emerald for himself. He looked up to Peter, saying, "My apologies for the brief battles, Spider-Man."

Spider-Man shrugged, "Water under the bridge. Sonic told me about you, he said you're a good ally to have during times like this."

Shadow nodded, "I am the Ultimate Life-Form after all. I made a promise to protect my world and the Doctor and Osborn sought to turn me against it. I will not standby until I personally see they are taken care of."

"Well then we're glad to have you on whatever team this is supposed to be." Spider-Man offered a hand, a gesture which Shadow returned, and they shook, forming a new alliance.

"Aww look at this. Such a heartwarming moment. It would be a shame if it were ruined!"

The heroes turned around at the sound of the voice and saw the Goblin King standing there. "OSBORN!" Spider-Man shouted.

"Did you truly believe you could hide from me, Parker?" Osborn taunted him, "There is nowhere on this planet you can escape!"

"Well you came right to me then. With the symbiote I can finally beat you." Spider-Man declared.

Shadow crossed his arms, "And you will not harm my mind again. Your corruption is over."

"Ah ah ah. Take any step forward…" Osborn paused and revealed he was carrying May's unconscious body.

"AUNT MAY!" Peter, MJ, and Sonic gasped at the same time.

Osborn grinned, "Yes. Lay one finger on me and I'll be sure to give her the Gwen Stacy treatment!"

"You sick freak, Norman!" Spider-Man growled, violently shaking in rage.

Shadow huffed, "That is low." he hesitated to move, not wanting harm to come to an innocent life.

"Why. Are. You. Here?" Spider-Man wondered.

"I am here for my bargaining chip. And for a little insurance…" he eyed Octavius and picked him up by the neck with his other hand.

"W-What…" Otto sputtered out.

"I know of your intentions, Octavius. Just to make sure you don't get anymore funny ideas…" he started to light his hand on fire, surrounding Doctor Octopus in flames.

"AAAAAAAHHH!" Otto screamed in agonizing pain. The heroes could only watch in horror as Norman assaulted the downed villain. After a moment, Osborn released Otto, his body bloodied up, his hair burnt off, but miraculously not burnt to a crisp.

"He has a chance to live, Spider. Now which will it be? His life? Or a risky scuffle with me here?" the Goblin King taunted him.

Spider-Man shook angrily… then got to his knees, moving to Octavius' body. "A coward even now. Hmph. As expected. I eagerly await our final battle at my base, bug."

Norman used Chaos Control to make his departure, leaving the heroes and the unconscious Octavius alone.

MJ removed her armor, her eyes widened in horror at that transpired, "W-What do we do now, Peter…?"

Sonic punched the ground in anger while Shadow looked away in disappointment over his inability to help.

Peter narrowed his lenses, looking down at Otto's injured body, then back to where the Goblin King just stood, "I… I… I don't know…" he admitted, feeling defeated for the first time in a while.

Author's Note: The Sinister Six are defeated but an even greater battle is about to begin. Only one more chapter to prepare before the final arc of this story begins.