When Norman arrived in his lab, he took a good look at the restrained Mac Gargan. Mac was screaming and hissing.

"What did I tell you, Mac?" Norman said as he took steps closer and closer to him.

Mac didn't respond, he just tried breaking free. Norman asked again "What did I tell you, Mac?"

Mac replied in a slowed and panicky tone "To not…fuck up."

"And what did you do?" Norman asked as he ran his fingers around Mac.

"I…fucked up!" Mac screamed.

Norman decided to not respond and instead chose to get out the sonic ray to get this over with. He blasted Mac at full force as Mac screaming got louder and louder. Each scream made his grin grow wider in sadistic joy, nothing was better to Norman's ears as the screams of those who 'wronged' him.

The symbiote escaped Mac and Mac smiled. "Free…" he said "I'm free!"

"No you aren't, Mac. People who fuck up Norman Osborn's plans don't get to be free." Norman added as he made the restraints on Mac even tighter.

Mac looked to his boss and said "I'm sorry for trying to eat a guy! I mean it, boss! Boss, please!"

Norman remained silent as he pressed a button, from the ceiling something slowly came down. Mac recognized it instantly. "NO! NO! JUST LET ME BE NORMAL! I JUST WANT TO BE NORMAL! BOSS! NORMAN! PLEEEEEAAAAASE!"

We cut away to Peter Parker's residence, him and the 3 other Spiders. "I can't believe this!" he proclaimed with disbelief.

"I agree" Cindy added "The Hobgoblin must be hurting so many people."

"Not that." Peter said.

Ben turned to Peter and asked "The fact that Hobgoblin's back?"

Peter shot down Ben's idea. "No. That doesn't even look like Kingsley."

Gwen raised her hand and waved it erratically. "Oh! Oh I got it! Is it the fact that Osborn's in the mayor's office?"

"Bingo" Spidey said as he snapped his fingers.

"What do I win?" Gwen asked excitedly.

Peter kissed her and said "That."

"Ugh, I'm glad I didn't win." Ben joked as he laughed.

Cindy turned to Ben and suggested "Maybe I could win that prize from you, Ben?"

Ben turned as red as a beet and replied "Uhhhhhhhhh…"

Before their fun little conversation could continue, someone kicked down the door. It was the Superior Spider-Man. "Having fun, are we?" he asked.

"So there's the imposter" Peter said with a frown. "It's nice of you to visit and help ruin my reputation, real cool of you."

Ben less noticed the red and black dressed man, and more the man standing behind him. "Kaine?" he asked.

Otto nodded and said "Oh yes, that's Kaine. He and I are working together, after all."

Gwen stood by Peter and asked "How did you even get in here?"

Otto smiled and pointed outside. "The Avengers are out right now, they need to get better security."

Kaine growled and said "Enough talk! I wish to end my rivalry with the inferior clone once and for all!"

"Agreed." Otto said as he grabbed Spidey and threw him through the wall. Gwen tackled Otto through that wall, leaving Kaine, Silk, and Ben to duel.

"We don't have to do this, brother…" Ben pleaded.

Kaine groaned. "Again with the brother act? Give me a break. I don't need to work with you!"

Silk pleaded with ben and said "The less fighting there is the better."

Kaine kicked her and said "Silence. This doesn't involve you."

Ben grappled Kaine and Kaine laughed "Hah! So now you want to fight? Good!"

Now outside, Gwen wailed on Otto, but Otto just shoved her away. "You're a pathetic wench!"

Peter ran up to Otto, but Otto kicked him into the grass. "I expected better from the so called Spiders!"

Peter got back up and tripped Otto up. "That good enough for ya, buddy?"

Gwen added a curb stomp. "Yeah…that good?"

Otto grabbed them both by the ankle as he thought "I must go where I have the upper hand…"

"KAINE" Otto yelled "FOLLOW ME! THE OTHERS ARE SURE TO FOLLOW!" He then leapt up above the gate. Kaine followed.

"This is obviously a trap." Silk pointed out as she stepped out.

"Thank you, Captain Obvious." Spidey snarked "But I don't care. We need to chase them. They're probably working with Osborn."

"You're right, bro." Ben agreed. Gwen nodded and they all swung after Kaine and Otto.

All six of them arrived at an abandoned Oscorp Test Facility near the docks. "It ends here…" Otto said with a smile.

"What could you possibly have planned?" Spidey asked sarcastically.

"This!" Otto said as he busted into the facility. The rest of them followed into the long halls and corridors of the place.

Finally, they all arrived into a large room and it was pure white…as if it never was abandoned.

"So this all but confirms you both are working for Osborn!" Gwen accused both Kaine and SpOck.

Otto laughed at this accusation. "Oh please! I'd never stoop that low! I just have access to his labs is all!"

Kaine nodded in agreement. "Yeah, Osborn has nothing on us."

Ben then asked "Then who are you working for?"

"Nobody!" Otto declared as he started crawling up the pure white wall. Kaine followed, as did the four good Spiders.

The eventually reached the roof. "You have nowhere else to run!" Peter proclaimed at the two bad Spiders.

"I know." Otto said. "Welcome to where you shall die. Kaine, take care of the Asian and the clone if you will, I have personal business with the one in white and the original."

Kaine nodded and web yanked both Scarlet Spider and Silk.

"Personal business?" Peter asked his 'superior' counterpart.

"Quite right, Peter Parker." Otto said as he removed his mask.

"Another clone?!" Gwen asked with a sigh.

Otto shook his head. "Not quite, Spider-Woman. You once knew me as…DOCTOR OTTO OCTAVIUS!"

"OCK?!" Peter yelled with shock.

"Yes!" Otto declared as his hand reached to the sky. "Your greatest foe is now you!"

"That's stupid." Gwen detracted.

"Yeah it really is." Peter added.

"SILENCE!" Otto demanded as tentacles came out of a pack on his back. "PREPARE TO MEET YOUR ENDS AT DOCTOR OCTOPUS V.2!"

Ben and Silk were on the other side of the roof, dueling with Kaine. Silk slashed Kaine and then Ben delivered a swift kick.

Kaine growled and slashed Silk right back, and gave Ben a 'Mark of Kaine' right in the chest. Afterwards, he kicked Silk almost off of the roof and rapidly slashed Ben. Ben punched Kaine, but Kaine grabbed his punch and he clunked his head into Ben's. Ben was about ready to pass out, but he kept on trucking. He quickly gave a haymaker to Kaine's face and then Kaine was assaulted from the back by Silk.

Kaine continued fighting as well. He turned around and grabbed Silk, and used her as a human shield against another one of Ben's hits. Ben was taken aback by this, and didn't have enough time to react to both this AND Kaine stabbing him in the gut afterwards. Ben fell over, causing Silk to be taken out of the fight. She kneeled down to Ben, giving Kaine the perfect time to curbstomp her.

While this was happening, Peter and Gwen were making flips all around Ock's tentacles. "Stand still miscreants!"

"I'd prefer not to!" Peter replied.

"Me neither!" Gwen added.

Ock then ran at them with Spider-Speed AND with his tentacles still flailing. They both took a hit, but they continued on. "STAY DOWN!"

"Nah!" Spidey said as he kicked Otto in the face, and then used him as a spring board to leap away. Gwen then delivered a punch to Otto's gut, and leapt away as well. Otto growled and tried to whip them with his tentacles, and it worked. He grabbed Peter and slammed him into the ground, and then he grabbed Gwen and slammed her. They both had fallen.

Kaine and Ock looked over their fallen enemies and smiled. "We get to share this victory…" Kaine said was he was about to kill Ben.

Otto shook his head. "I'm afraid not, this victory belongs to ME!" he declared as he shoved Kaine off of the roof.

Before Kaine hit the ground he was caught in a web net and pulled back up. He saw Ben, who was the one who pulled him back up. "You…saved me?"

"Of course I did, brother." Ben assured. Soon the other Spiders got back up and Ock turned to them. "MY VICTORY!" he screeched. He then pulled a red vial out from a gauntlet he wore. "I luckily have this."

Peter asked "And…what is that?"

Ock opened the vial. "A sample of Carnage's symbiote I took from prison…with I…shall…BECOME…AAARRRRRGH DIIIIIIIIIIIIIIE!"

Ock became covered in the red ooze and he screeched. His eyes became tiny white slits and his mouth morphed into a large maw with large teeth. "DIE!"

His tentacles crashed into the roof, causing it to crash. "RUN!" Spidey demanded and the all of the Spiders started running as Monster Ock approached ever closer. Kaine looked back at the beast and shoved the four good spiders out the door and slammed it shut.

Ben knocked at the door, but Peter pulled him away. Silk and Gwen were sitting alone until Peter and Ben walked over. Then the Oscorp facility exploded with both Ock and Kaine inside.

Ben reached his hand out to the building and screamed "KAINE!" Peter wrapped his arm around his brother's shoulder. "He sacrificed himself for us, bro."

Silk then interrupted their bonding. "Guys I don't mean to interrupt, but…"

Peter and Ben turned around and Peter grumbled "Uh oh…"