Chapter Twelve

Two figures were perched on a rooftop overlooking the Chelsea shipping district. One, crouching down, wore a familiar red and blue costume with a black spider logo and webs radiating out from the chest. The other, standing, wore black leather with a splash of blue down the torso, and a translucent yellow visor over his eyes.

"You really think a pair of glasses is going to keep people from knowing who I am?" Clark Kent asked, adjusting the visor.

"First of all, it's a visor, not glasses," Spider-Man replied, leaning back on his heels and wrapping his arms around his knees. "And second? Yeah, it works. You'd be surprised how much obscuring your eyes does to keep from recognizing someone, and I can't even see your eyes at all through that thing."

"I don't know about the whole costume thing, anyway."

"Relax, man, you look awesome! I figured I'd make it easy on everyone and just keep my regular old costume, but now I'm starting to reconsider. How do you think I'd look in a black costume?"

"Eh… I think the red and blue suits you better."

"Yeah, you're probably right."

They were silent for a few moments, gazing out over the piers below, each wondering how long they'd have to wait here before something happened.

"How's Mary Jane?" Clark finally asked, breaking the silence again.

"Oh, MJ's great," Spider-Man replied. "I haven't seen much of her lately though. She's been out of town. She landed a modeling gig after one of her acting auditions. She's been going on photo shoots for YM, Cosmo, stuff like that."

"No kidding? That's great!"

"How are things with you and… Lana, right?"

"Yeah… Lana…" Clark trailed off.

"…Well?"

"It's kind of… complicated."

"Come on, how complicated could it be?"

There was a long pause before Clark finally answered.

"I told her my secret, and it ended up costing her her life. But then I used a crystal from my Fortress of Solitude to reverse time and bring her back, only this time I didn't tell her my secret, and she ended up breaking up with me."

Spider-Man just stared at Clark for a minute.

"Yeah, that is pretty complicated actually, you were right," Spidey admitted.

More silence.

"Hey, Clark," Spider-Man said. "You know, I didn't just come to Smallville to visit Chloe. She, uh… she told me about your dad. I'm really sorry, man. I know how hard that is, to lose a father figure like that. You know how I lost my Uncle Ben and everything. He was like a father to me. So, I really do know what you're going through, and, I really am sorry."

Clark let out a long sigh. He slowly sat down on the roof next to his friend. He took off the visor and fidgeted with it between his two hands.

"How do you get past it, Pete?" Clark asked. "How do you get past the pain?"

Spider-Man pulled up his mask, revealing Peter Parker's face. He looked Clark straight in the eyes.

"You don't get past it, Clark. You embrace it," Peter said. "You feel it every day. Because that's what keeps us doing what we do."

Clark gave a faint smile as the words sunk in, and he knew that his friend was right. Just then, four limousines pulled up to one of the piers below them. Clark and Peter both stood up, and Peter pulled the mask back down over his face.

"I'm guessing that's our guys," Spider-Man said. "You ready for this?"

"I think so," Clark said, donning the visor once more.

As they watched, a man with a large flat-topped head emerged from the first limo, carrying a large briefcase. They recognized him from the computer screen as the man called Hammerhead, Silvermane's bodyguard. Out of the second limo climbed a very ugly man whom they recognized as Bruno Manheim, the leader of New York's Intergang cell.

Clark used his x-ray vision on the other two limos. Each were filled with well dressed men carrying heavy artillery.

"The other limos are filled with men with guns," Clark told Spider-Man. "One must be Intergang's men, the other Silvermane's."

"Well, let's not wait for an invitation," Spider-Man said.

"What exactly do we do?" Clark asked.

"Well, it usually helps to charge in yelling out some kind of witticism," Spider-Man explained. "Either a snappy one-liner or a pop-culture reference will do. It throws the bad guys off guard. Watch, I'll show you."

With that, Spider-Man fired off a web line which stuck to the building across from them. Then, he leapt from the rooftop, swinging down in a wide arc towards the two limos.

"I'M RICK JAMES, BITCH!" Spider-Man yelled, letting go of his webline and flying feet first into Hammerhead's chest, knocking him down and sending the briefcase skidding into the water beyond the pier.

"What the-?!" Manheim yelled, whipping a pistol out of his jacket. The doors of the other limos flew open, and dozens of men jumped out, each packing heat.

Spider-Man looked up toward the rooftop at Clark. "Your turn!" he yelled, doing a backflip off the hood of one of the limos and kicking the guns out of two of the men's hands.

Clark took a deep breath and leapt off the rooftop, plunging twenty stories down and landing on the pier with a ground-shaking thud. He stood next to a stunned Manheim, who pointed the gun in Clark's face.

"Who the hell are you?" Manheim asked.

"I'm, uh, Rick James…" Clark said, slowly, looking at Spider-Man. "…bitch?"

Spider-Man fell on the ground, holding his sides with laughter. Manheim fired four bullets straight into Clark's chest, each one bouncing off harmlessly. Clark grabbed the gun and crushed it in one hand, then knocked out Manheim with a slight tap on the forehead with his index finger.

The other men all opened fire, bullets flying around the pier in a frenzy. Spider-Man managed to pull himself together long enough to web up half the men, and Clark quickly ran around in a burst of super speed and snagged the guns away from the remaining thugs. In a matter of minutes, all the men were either webbed up or unconscious.

"Dude, don't tell me you've never seen Chappelle's Show," Spider-Man said once everything had settled down.

"We don't have cable at our house," Clark said with a shrug.

"I'm definitely getting you the box set for Christmas," Spidey replied.

"We, um, don't have a DVD player, either," Clark said sheepishly.

Spider-Man slapped himself on the forehead. "You're killing me, man. You really are." He whipped out a communicator that Fury had given them before leaving the base. "Well, we better check in with Fury and tell him we aced our first mission."

Spider-Man turned on the communicator and was greeted with a loud burst of static.

"That's funny," Clark said.

"Yeah, it is…" Spider-Man said. "These guys have the most advanced equipment known to man. What would be causing interference like that?"

In between the squawks of static, they could just barely make out Nick Fury's voice.

"…six …all available… respond! ….repeat…. six…. NOW!"

"Six?" Spider-Man said. "Six what?"

"Um…" Clark pointed at something over Spider-Man's shoulder. "I'm just guessing, but… could that be causing the interference?"

Spider-Man turned around to see a power plant off in the distance. Slowly rising up into the air above the power plant was a man dressed in green spandex with a yellow facemask in the shape of a lightning bolt, who was drawing a huge electrical force field around himself. The force field continued to grow larger and brighter, lighting up the night sky as if it were daytime.

"Yeah," Spider-Man said. "That really just might do it."

. . . . . .

The Triskelion, a few moments earlier. Nick Fury charged through the main hallway toward the control room, yelling into a communicator.

"We have six known supervillains sighted in the downtown area! All available members, please respond! I repeat, we have six known supervillains sighted simultaneously in the city, I need all available Ultimates to respond, NOW!"

Nick burst into the main control room to find the Eradicator, still occupying Doctor Garner's body, standing before the central computer, staring up at it as if in a trance.

"And what the hell are you doing?!" Nick bellowed.

"I am completing my download of your entire computer database into my own consciousness, Nicholas Fury," the Eradicator replied.

"…And why would you want to do a thing like that?" Nick asked, slowly.

"So that I will have complete working knowledge of your planet's defenses."

Nick slowly reached for the gun holstered on his waist. "Is that so?"

"Indeed." Without looking up, the Eradicator raised one hand and fired a concussive energy blast at Fury, knocking him straight into the wall. The gun slipped from his hand and clattered across the floor. Nick groaned as he struggled to maintain consciousness.

The Eradicator stepped away from the computer.

"The download is complete. It is time for Kal-El to fulfill his destiny."

With that, the Eradicator vanished from the room in a burst of super speed.