As the Spiders continued up through the serpent a voice over the speakers yelled out "SO…YOU WANT TO PLAY THE HARD WAY? COME ON UP TO THE COCKPIT, I WANT TO SEE YOU ALL!"

They continued rushing up the serpent and then from the bottom of it…and explosion could be felt through the entire. A shockwave rumbled them all up and a pillar of fire rose up through it. They all narrowly avoided the explosion by clinging to the walls of the slayer, but then another rumble could be felt.

The thing fell from the side of the building and smashed into the ground below it.

"WHAT WAS THAT?!" Gwen asked as it SLAMMED into the ground, causing them to be thrown into the air and smack into the cold metal sides walls.

"I think…" Peter replied as he regained his footing. "I think that was Otto…he must have destroyed the source of power. Come on! Let's keep going!"

"But what happened to him?" Ben asked, feeling slight concern.

Gwen scoffed at asking him. "Who cares?"

"I care because he just saved our lives!" Kaine replied, sounding disappointed in Gwen.

"Well he killed my dad!" Gwen lividly said as her anger mounted.

Peter stopped running and stepped in between them. "People can change, Gwen. This isn't the time to fight about it! Let's keep moving!"

Gwen nodded and all of them continued until they reached the cockpit. Peter was about ready to confront Osborn for his aunt and many other things, but Silk held him back.

Osborn smirked as he turned to his foes. He was still wearing his dress shirt and tie, no blazer though. "Hello my friends. What a pleasure. You took out my Spider-Slayer, how wonderful."

Peter yelled angrily "THERE'S NO TIME FOR WORDS, OSBORN! FIGHT ME!"

Silk pushed him back and turned to Osborn. "There's time for words, Peter. I need to know who I am."

Osborn laughed at this. "You want to know who you are? Besides the sniveling slave I made you to be! How funny! You're implying you're anything else to me!"

Silk clutched her hand and…let out slight tears. She held them back but she wanted to just let it all out right there. "My family! My past! Tell me about them! I need to know!"

Osborn chuckled as he walked closer to Silk. "Tell me Cindy…tell me if this sounds familiar? Housefire."

Silk's eyes turned wide. That's when it happened. She just began crying. Tears began streaming down her face as she continued to bawl. She fell on his knees and hands, as her hair covered her face.

Ben ran over to her and asked "What's…what's the matter, Cindy?"

She hugged Ben and said "I-I…remember…everything…"

Ben then turned to Norman and asked "WHAT DID YOU DO TO HER, YOU MONSTER?!"

Norman gave a grin from ear to ear. "Murdered her family due to her father being an insolent clod, and then took her in as an experiment and nothing more. She never meant anything to me. Her family deserved death."

Anti-Venom stepped up to Osborn and asked "HOW CAN YOU BE SO EMOTIONLESS?"

Norman simply explained "Because I'm better than everyone. If I need to stomp a few toes to get to the top, then why shouldn't I? Not like they matter in the long run."

Silk then got mad. She got VERY mad. She soon got back up and looked at Osborn. Her eyes with alight with fire but her gaze was cold. "They mattered to me you monster! They were my parents!" She then tackled him with her claws slashing, she ripped his shirt away, but he just kicked her into the wall.

Peter then looked at Osborn's exposed chest and gasped. "Oh my god…"

All across Osborn were grotesque bulbous veins with glowing green liquid flowing through them all. They stretched from his arm and met together into a glowing cluster around his heart. "Like it? I've been experimenting with the Goblin serum…this is the result…"

Gwen looked like she was about to vomit and Peter just looked down at them in horror. "Are you even human anymore?!"

"No." Norman said as he gave a smug smirk. "I'm beyond that."

Peter then tried to strike at Osborn, but he smacked him away. "This isn't even the final level!" Osborn yelled as he began gulping down Goblin Serum. He then fell against the ground and screamed.

Everyone took a step back as something happened to Osborn. He continued screaming and then…boney protrusions emerged from his skin. His horrid screeches disturbed everybody as his face distorted and his skin started turning green itself. His eyes turned to a flaming red and from nails he grew large claws. Finally…he combusted into flames and at this time everyone decided to run right out of there.

They looked back at the Slayer's head they had just escaped and then it exploded into a flaming mess.

"I…think he dead, guys…" Gwen said as she looked at the burning metal of what remained of the Spider-Slayer.

Then a deep laughter was heard. From the pillars of flames a hulk-ish green beast arose. He had horns atop his head, and spikes running across his shoulders and arms.

"Oh no…" Peter mumbled to himself as he looked at the green giant.

"OH YES!" the beast said. "THIS IS MORE LIKE IT! NONE OF YOU CAN STOP ME!"

Carnage then said "Sure can!" as he ran to the beast, but he was just met by Osborn throwing flames at him. Carnage then and there discovered his weakness to fire and back away. He tried again, but Osborn began to burn him.

Gwen tried kicking Osborn's arm, but it did nothing. He slammed her into the ground. He then ran at both Toxin and Anti-Venom, causing clean knock outs left and right, next came Silk and finally Ben.

The only two that were left standing were Osborn and Parker. Peter looked at Osborn to his face and said "Even in your new form…I'm not afraid of you."

Osborn laughed. "Good!" he proclaimed "I don't want you to be scared to fight. This has always been between you and me. I want you to die. When you die, they can come with you."

"Good…I wanted to fight you one on one anyway…" Peter said as he continued to glare the madman in the eye.

"ME TOO!" Osborn yelled maniacally as the flames around him grew. "Tell me, boy. The rest are exhausted. They've been fighting nonstop for a DAY and I got to them…why haven't I gotten to you?"

"Because…" Spidey began to explain "I don't give in. Not to you. I'd rather die than give in to you."

"I can give you that wish…" Norman said as he smiled, exposing his sharp and crooked teeth. "Your final hour begins here! Any last words?"

"Go…fuck…yourself…" Peter uttered very loudly to Osborn.

Osborn stomped his foot, leaving an imprint on the ground. "YOU'RE WASTING YOUR LAST WORDS! SAY MORE THAN JUST THAT!"

Peter then nodded. "Alright" he said "I'll give it to you. You wanna hear something, Ozzie?"

He chuckled. "Please go on, Parker."

"Alright." Peter began "You wanna know what I think of you? I think you're a selfish greedy asshole. That's what I think. You think you're better because you WANT to feel better about yourself. You couldn't any other way. You take that serum because you're insecure of MY power over YOURS. You want to control everyone because you're afraid if you don't, they'll take control of you. And with that in mind…you're nothing. You've lost your mind, and have only taken this up as a last resort because you knew you KNEW we had already won. Without your slayer, without this extra dose of serum…this would be over and you would have already lost. You saw your empire was falling, so you did this just so you could have the last laugh. Guess what? You won't have the last laugh. Because you don't deserve to, no matter how many victories you gain, you'll be the sad little wretch you've always been. Afraid of the world so much you've gotta be mad at it constantly. You're pathetic, Ozzie. Trying to pin YOUR problems on OTHER people, and not to mention your treatment of your son, your treatment of your employees, your treatment of my FRIENDS…I'm just surprised this downfall hasn't happened sooner."

Osborn frowned. He stepped back in shock. But then he stepped again forward enraged. "YOU DON'T KNOW ME, BOY! YOU CAN'T GET INTO MY HEAD!"

"But I already have! You can't hide behind your smug snake act forever!" Spidey replied, smiling widely.

Osborn slammed into the ground. "THIS ISN'T AN ACT! IT ISN'T AN ACT! YOU'RE GONNA DIE! I KILLED YOUR AUNT!"

"Then she gets to see Uncle Ben again…I'm glad she gets that." He said, still as happy as ever.

Osborn slammed his other hand in into the ground. "STOP BEING SO OPTIMISTIC YOU LITTLE WORM!"

"You mean Spider!" Spidey joked as he continued to look Osborn in the eye.

"TIMES UP, TIME TO DIE!" Osborn screeched as he ran towards Spidey, enraged at him.

Peter grinned. "This should be fun…"