Another day passed by and Norman Osborn stood in front of the large window in his office, looking out at the city.

"The automation of the city shall begin soon…" he said to himself as he noticed the growing Oscorp control over the city. "Spider-Man and his gang of Spiders are wanted thanks to last night" he grumbled when he glanced over at a newspaper that said 'WANTED DEAD OR ALIVE, SPIDER-MAN AND OTHER SPIDER THEMED HEROES'

"My empire has slowly built! Risen! The Daily Bugle belongs to me, soon I'll be Mayor Osborn!" and he was right. Mayoral elections were today, and Osborn was a shoe-in. A positive public image and supposedly "looking out for the little man" made him well liked the by the public.

But things were not so great for Spider-Man, his clone brother was at odds with a dying clone, he was constantly concerned for his girlfriend, he was hated by the public (more so than usual) since the incident he attacked Osborn, and it would only get worse with someone impersonating him…

Elsewhere during a bank robbery, it was again the Shocker! Who had escaped Ryker's and decided to make comeback. Then someone kicked open the door. It was a man dressed in an outfit like Spider-Man's…but he was covered in black and red instead of blue and red. His eyes were an unforgiving jet black that reflected the soulless tactics he would commit, he had claws, and stretched across his chest was a large black Spider-Symbol that faded into the black of the outside of his costume.

Shocker turned to this Spider-Man and asked "Who the hell are you?"

Spider-Man(?) replied "Call me the Superior Spider-Man. I'm here to put an end to your injustice."

"Speakin' awfully weirdly today, Spidey." Shocker noticed as he pointed his gauntlets at the Superior Spider-Man.

Superior Spider-Man scoffed at the gauntlets and leapt above the blast. He just tore straight into Shocker's padding with his claws and removed a majority of it. "Now try and fire your gauntlets now." Spidey(?) said in a sadistic tone as he pushed the button on Shocker's gauntlets. They fired, but without the protective padding, Shocker's insides were ruptured.

Shocker screamed in agony, bones were broken and you could hear every crack in the bones and every gut shaking inside him. Spidey webbed up the disoriented but still alive Shocker. "You always were a pathetic pawn, Shocker…" the superior webslinger grumbled as he walked out the door.

Everyone looked in horror at the brutally handled Herman Schultz, and then at the strutting black dressed Spider-Man.

The Superior Spider-Man, or Otto Octavius if you were unaware, didn't care at the onlookers. He swung high in the sky as he thought to himself "I've never felt so better! All this power! Spider-Man's a fool to not use it like I do!"

He was quickly tackled by Kaine. Kaine sniffed the Superior Spider-Man and frowned. "Another clone?" he asked.

Otto looked at Kaine and said "You…you're the first clone."

Kaine growled and clenched his fist. "Jackal's making more of them?! That just means more for me to kill!"

Otto cringed and replied "Wait! You seek to replace the clone of Spider-Man…the second, right?"

"Yes…" Kaine noted, opting to not kill Otto just yet. "What of it?"

"Well…" Otto began to explain "I seek to replace Spider-Man. Perhaps we may…work together?"

Kaine thought about this for a few seconds. "Fine, we'll kill 'em both. Spider-Man and Scarlet Spider must DIE!"

"Oh I agree" Otto added "So…what's your grudge against Scarlet Spider, anyway?"

Kaine told the events from Chapter 30, but added the aftermath of what happened and it went like this in a flash back…

"We need to get him to S.H.I.E.L.D. and see what they can do..." Ben Reilly finished saying. Then he felt his ankle being grabbed by Kaine. Kaine dug his claws into Ben's skin and tore away at it.

Ben screamed and Silk tackled Kaine angrily. She then popped out her claws and struck Kaine in the face. Kaine growling and grabbed Silk by her hip and she felt a burning sensation through her.

"Like that, baby?" Kaine asked sarcastically as the burning felt worse and worse. Silk pulled his hand away and asked "WHAT THE HELL WAS THAT?!"

"I call it the Mark of Kaine." He replied as he kicked her away and swung away laughing…

Otto sat there, listening to Kaine tell his story. "Interesting, Kaine…so you feel as if you're the inferior clone?"

Kaine stood up, having finished his story. "Yeah…I do. I can already feel myself dying slowly…" Kaine said in a tone that was mixed with both anger and sadness. He removed his glove to revealing the peeling rotted skin and brown sores on his hand. There were also noticeable veins on his arms that looked like they were filled with puss or possibly some other white goo.

"My goodness" Otto said as he studied the dying arm quickly. "Whatever is with these veins?"

"It's where my webs from from…" Kaine replied "I'm not Spider-Man, that's for sure."

"I'll say" Otto agreed as he looked at the arm further.

Now in the Avengers Mansion, Peter sat on his bed watching the live TV news report that was reporting on what the Superior Spider-Man did. They blamed him instantly.

"But I didn't do it! That isn't me!" Peter said as he rested his weary head in his palms. "I didn't do anything to Herm! He's one of the bad guys I try to hurt the least!"

Gwen wrapped an arm around Peter. "It's alright, Pete…" Gwen tried comforting him "We might not be liked by the city…but we can stop Osborn and whatever else he's got up his sleeves!"

Peter just frowned as his back slumped into the bed. "I'm finding that harder and harder to believe, Gwen."

"You're just stressed, Pete." Gwen replied as she lied down next to him. "I am too. We're fugitives…hated by the masses, but we'll pull through just like we always do."

Peter sighed and ran one of his hands through Gwen's thick blonde locks. "I know we do. And you're right, but things have been bad recently. JUST after the city gets over with a symbiote infection, my greatest enemy gets put into the public spotlight. I just…don't know what could be worse."

Gwen turned to Peter and hugged him. "Peter. Peter. We're gonna make it. Don't doubt it. Things can always get worse. We just have to make sure they don't."

But things were indeed about to get worse. Norman Osborn had managed to recruit criminals from Ryker's to destroy Spider-Man. The ones he recruited were Electro, the Rhino, and the one he put in charge of what he called "the Thunderbolts" was Mysterio.

"Quinten, you're an amazing mind." Norman complimented the dome headed illusionist.

"Oh you don't mean that" Beck detested as he folded his hands.

Norman offered him a glass of wine, but he declined. "But I do. You should have been the leader of the Sinister Six, not Octavius. I've seen your scientific blueprints."

"You have?" Beck asked as his hands wrung around each other.

"Oh yes." Osborn replied with a smirk "But still…if you need to lead the Thunderbolts, you need more members after all."

Beck nodded. "Oh I agree…and I think I've found them."

Norm was interested and asked him to "Please go on."

"Well" Beck began as he readjusted himself in his chair "I was thinking that we recruit the two rogue Spider-Men that have been reported. You know…the ones that are wearing black n' such."

"A wise idea" Norman agreed as he clasped his hands. "So you, Mac, Aleskei, Dillon, and those two Spiders will form the Thunderbolts, is that correct?"

Mysterio snapped his fingers. "That's the ticket!"

"I like it, Beck." Norman said with a smile "Do not fail me. The first member to fuck up will promptly be replaced, is that understood?"

"Loud and clear…" Mysterio agreed.