Chapter Fourteen

Iron Man tore through the city sky, the jet thrusters in his boots firing away at full blast. As he flew, he attempted to contact Captain America via the com-link in his helmet.

"Cap, can you read me? It's Tony."

Captain America was riding shotgun in a SHIELD helicopter that was currently flying over the city, heading towards the chaos that was ensuing downtown.

"I read you loud and clear Tony. Give me a sit rep," Cap replied, speaking into his own communicator.

"The giant mole creature downtown is a hologram, looks like the work of a guy named Quentin Beck," Iron Man replied as he dodged buildings. "Hawkeye is on his way over there to handle crowd control. The real threats right now are the two idiots tearing apart midtown, and the electro guy feeding off the city's power supply."

"I read you," Cap responded. "Can you get in touch with Fury?"

"Negative," Iron Man said. "I don't know if it's the electrical interference, or something worse. It looks like we're on our own for now."

"We'll manage," Cap said. "You head for the power plant and see if you can take out the electrical man. I'll take the two in midtown. Nick said there were six supervillains sighted… who else is out there?"

"I don't know," Iron Man replied. "We'll have to deal with what we've got for now. I'm pulling up the dossiers from the SHIELD computer systems on the two in midtown. The jackass in the yellow and brown quilt is Herman Schultz, calls himself The Shocker. Take out his wristbands and he's harmless. The other, real name unknown, calls himself The Rhino. Real creative with the supervillain name. He's strong, and he's tough. That's all I got."

"It's enough. We're almost over midtown. Be careful, Tony," Cap said.

"Will do. Iron Man out." He did a barrel roll and darted straight toward the power plant.

. . . . . .

Lights continued to flicker off all over the city as the Green Goblin whizzed over the rooftops, Spider-Man's throat still firmly in his clutches. Spidey struggled to free himself, gasping for air through his mask.

"It's a beautiful view from up here, isn't it, Spider-Man?" the Goblin laughed. "Though somehow I doubt you're in the mood to enjoy it!"

Spider-Man swatted and punched a the Goblin's hand around his neck, trying in vain to get him to release his death grip. Finally, Spidey fired a blast of webbing into the Goblin's face, forcing him to let go in order to peel the sticky substance from his eyes. Spider-Man collapsed in a heap at the Goblin's feet, taking in huge gulps of air and hanging on for dear life as the glider swooped this way and that while the Goblin was visually impaired.

"Oh, jeez, Gobby, look out!" Spider-Man yelled, ducking and throwing his arms over his head just in time for them to crash through a giant Daily Bugle billboard of J. Jonah Jameson's scowling face. The impact sent them both tumbling from the glider, and they landed violently on the roof of the Bugle building itself.

. . . . . .

Midtown. The Rhino charged head-down at a parked car, ramming into it and thrusting upward with the giant horn on his forehead. The car flew through the air, flipping end over end, straight toward a Savings and Loan building. The Shocker clenched his fists and threw his arms out straight in front of him, and a huge blast of concussive energy shot out from his wristbands. The shockwaves ignited the fuel in the car's gas tank and it exploded, tearing open the front of the building.

"As long as we're here, we might as well grab a little something on the side," Shocker said, kicking a flaming muffler down the road as he walked toward the Savings and Loan. "You with me, Rhino?"

He turned his head to see if the Rhino was following him, and was met with Captain America's fist delivering a crushing blow to his face. As he reeled backward, Cap whipped out the brand new shield that had been strapped to his back. Shocker clenched his fists and raised his arms to fire another shockwave, but as he did Cap brought the shield down hard like a hammer and completely shattered both wristbands, breaking Shocker's forearms in the process. Shocker howled with pain and fell to his knees, and Cap delivered a knockout roundhouse kick to the side of the Shocker's head.

"That's one down," Cap said.

"Hey! You can't do that to my friend!" the Rhino bellowed from down the street.

Cap turned and held the shield in font of him in a defensive pose. "Something tells me this one might not go down quite as easy."

The Rhino bowed his head down once again and charged toward Cap, plowing straight into a taxi cab that happened to make the mistake of driving between them. Keeping his head down, Rhino propelled the cab like a battering ram straight at Captain America. With seconds to spare, Cap deftly jumped onto the taxi's hood, pushed off with one foot and did a flip in the air, landing behind the Rhino as he and the taxi cab crashed violently into the storefront window of a department store.

As Rhino tried to pull himself free from the wreckage, Cap drove his knee hard into Rhino's back, then followed through with a series of punches. They did little to no good. Whether it was a well-padded costume or Rhino's actual skin that was so thick, Captain America was uncertain. All he knew was that his strongest blows weren't doing much against this lofty opponent. Rhino yanked his horn from the debris and spun around, smacking Cap away like a fly and knocking him down.

Rhino grabbed a large mailbox and pried it from the ground, then lunged at Cap with it, attempting to crush him. Cap thrust the edge of his shield upward, ripping the mailbox open and sending its contents flying into the street.

"Tampering with the U.S. mail is a federal offense," Cap declared through gritted teeth. He jammed his feet into Rhino's chest, using Rhino's own weight and momentum to flip him head over feet. Rhino landed on his back with a loud thud.

"You gotta be kiddin' me," Rhino grunted, rolling over onto his side and pushing himself up with his hands, awkwardly rising to his feet again. "And who are you supposed to be?" He picked up half of the severed mailbox and lobbed it straight at Cap. "The Postmaster General?"

"You must not read the papers, son," Cap replied, deflecting the hunk of metal with his shield. "I'm Captain America!" He flung the shield at Rhino's head. It struck him square in the face, ricocheted off and flew right back to Cap. Rhino screamed with rage and charged at Captain America once more.

Cap quickly yanked a hubcap off of a nearby parked car. As Rhino charged at him, Cap slammed the hubcap down onto the horn on Rhino's forehead, effectively covering his eyes. Cap leapt onto Rhino's back, then brought his hands down in karate chops to either side of Rhino's massive neck. Even with his thick hide, Rhino cried out in pain. Cap wrapped his legs around Rhino's torso and twisted, sending him careening off in another direction as he flailed about blindly. Finally, Cap leapt free as Rhino crashed right back into the twisted metal of the taxi cab, still embedded in the storefront window. Captain America landed gracefully a few yards away.

"Hey, Captain Asshole!"

It was Shocker's voice, from behind Captain America. Cap turned around to see that Shocker had gotten to his feet, and the shattered wristbands lay on the ground in front of him. Hands trembling with pain, he was just finishing clasping two new bands onto his broken forearms.

"I guess no one told you I always carry a spare set," Shocker said. He screamed with pain as he forced his broken arms out straight in front of him, triggering another shockwave. The taxi cab's gas tank ignited, setting off a huge explosion that sent Rhino and Captain America flying down the street like rag dolls.

. . . . . .

Iron Man was closing in on the ever-growing electrical force field, which was quickly becoming the sole source of light in the darkening city. His armor continued to feed him info from the SHIELD database.

"SUBJECT IDENTIFIED AS MAXWELL DILLON," the armor stated. "ALSO KNOWN AS ELECTRO. ESSENTIALLY A LIVING ELECTRICAL CAPACITOR DUE TO A FREAK LIGHTNING ACCIDENT."

"End data feed," Stark said. "Armor, increase repulsor ray power level settings."

"POWER LEVEL SETTING, ONE THROUGH TEN?"

"Eleven," Tony replied.

There was a slight pause.

"'ELEVEN' NOT VALID SETTING."

Tony sighed. "Remind me to build my next suit of armor with a sense of humor. Increase repulsor ray power level settings to ten, please."

"POWER LEVEL SETTING CONFIRMED."

Iron Man began to slow his approach to the force field as he drew closer to it. Even inside his armor, he could feel the hairs on his head start to stand up due to all the ambient electricity. The burning smell that hung in the air was overwhelming.

"Hey, Dillon!" Iron Man yelled, now within shouting distance of the man at the force field's epicenter. Electro turned and looked at Iron Man. He seemed spaced out, almost as if he were drunk on all the power that he was pulling in. "Time to pay the electric bill!" Iron Man released the full force of his repulsor rays, attempting to cut through the force field. At their full power level setting, Tony could feel a physical drain on the armor as well as a strong kick-back that sent him reeling a few feet as the huge blast of energy rocketed out of his hands.

To his surprise, the replusor rays merely hit the force field and dissipated, their energy being absorbed and dissolved right into the very force field itself. Dillon, still looking inebriated, gave Iron Man a sly wink. A huge bolt shot out of the force field and struck Iron Man, current coursing through the armor so strongly that Tony screamed and convulsed with pain. The armor shorted out and powered down completely, and Iron Man was sent flying back across the city, now little more than a huge iron projectile.

"Amor! Reboot and route all power to shock absorbers!" Tony shouted, his voice cracking as the electricity soaked through the armor and began snapping and sparking at his own skin. "Armor! Reboot! Reboot! Re-route all power to shock absorption! Reboot!"

Tony continued yelling commands even as he and the armor struck the ground, setting off car alarms for blocks and leaving a huge crater in the middle of the city.

. . . . . .

Spider-Man snapped back to consciousness on the roof of the Daily Bugle. He groaned as he peered over the edge of the building, the slow realization coming to him that he'd just been awakened by a huge crashing sound from the street below. As he looked down, he saw a gigantic crater in the middle of the street, with an unmoving Iron Man lying directly in the middle of it.

He was just about to swing down to see if Iron Man was okay, when his spider sense warned him a fraction of a second too late that he was about to be kicked in the head. The Green Goblin's foot connected sharply with Spider-Man's right temple, nearly sending him toppling over the edge of the building. Spidey's quick reflexes saved him as he grabbed the ledge and flipped himself around, springing back up and landing on his feet. He was a bit dazed, but quickly came to his senses as adrenaline kicked in.

The Goblin swung his fist to punch Spider-Man, but Spidey caught his fist and shoved him backward, nearly knocking the Goblin over. Goblin swung again, but Spider-Man countered, blocking the punch and shoving the Goblin away. The Goblin reached for his satchel of pumpkin bombs. Spider-Man quickly shot out a webline, snagged the satchel and yanked it right off the Goblin's shoulder, sending it down into the alley below them.

"No!" the Goblin yelled, running to the edge of the roof. Spider-Man grabbed him by the arm and pulled him back. As he did, the Goblin shot out his elbow and slammed it in Spider-Man's face. He spun around and landed another punch, then another. He threw a third punch, but Spider-Man dodged it and landed one of his own.

"It didn't have to be this way, Spider-Man!" the Green Goblin cried.

"It didn't?" Spider-Man replied, dodging another punch. "Well that's odd, because I don't really remember signing up for the Arch Enemy Outreach program. We can stop this at any time if you want to."

"This is all your fault!" the Goblin screamed. "You killed my father! You took Mary Jane away from me! And then, I don't know how you did it, but you tricked me into thinking you were Peter Parker! I almost killed my best friend because of you! The three most important people in my life, you stole from me!"

Spider-Man dodged another punch, then grabbed both of the Goblin's wrists, gripping them tight and holding them still. His heart ached. Underneath the green armor and the deranged psyche was his friend, Harry Osborn. He really believed that Spider-Man was responsible for all the pain he'd suffered. He didn't want to fight him. He wanted to help him.

"Harry, listen to me," Spider-Man said. "I'm sorry for what you've been through. But you don't understand. I never meant to hurt you. All these things that you're blaming me for, they didn't happen the way you think they did. You know that your father was the Green Goblin. You know the kinds of things that he did, the people that he hurt and killed. He died as a result of his own actions, I didn't kill him. You know that Mary Jane left you because of how dark and obsessive you were becoming, not because of me."

"What about Peter?" the Goblin asked, his voice quieter now, but still filled with hatred.

Spider-Man gently let go of the Goblin's wrists. "Harry. I didn't trick you into thinking that I was Peter Parker." Spider-Man slowly reached up and started to lift up the bottom of his mask. "The truth, Harry… the truth is, that I am-"

"Hey, Osborn!" a voice cried out behind them. Spider-Man quickly pulled his mask back down, and he and the Goblin turned to see Lex Luthor descending from the sky in a green and purple battle-suit.

Years ago, the first time Harry had become the Green Goblin, he'd kidnapped Lex and dragged him around New York City on his glider. They'd landed at the remains of a demolished convention center that had been holding a world science fair a few days earlier. Among the rubble, Lex had found a battle-suit designed by a company called Silver Age Limited. Donning the armor had been the only thing that saved his life and allowed him to fight back against Harry that first time. Since then, he'd had his team of scientists restore the suit to its full potential.

"…Lex?" the Goblin asked, surprised.

Lex landed on the roof right next to Spider-Man and the Goblin.

"I've been waiting to do this for a long time, Harry," Lex said. Then he reared back and punched the Goblin square in the face. The Goblin tumbled backward and fell flat on his back.

The Goblin began to laugh, a surge of the goblin formula rushing through his veins as adrenaline took hold once more. He sprang to his feet and charged at Lex, tackling him. He continued laughing as they struggled with each other, punching and kicking and cursing as they rolled across the rooftop.

"Yes, well…" Spider-Man said, scratching his head. "Um, you two get reacquainted, while I go check on my friend, all right? I'll be back in a few to see how things are going." He leapt off the rooftop and swung down to the street to check in Iron Man.

. . . . . .

The citizens of New York continued to flee in terror from the giant mole creature that was crawling around in the middle of the street. In a nearby alley, Quentin Beck, or as he preferred to think of myself, Mysterio, chuckled quietly as he watched the pandemonium.

To his surprise, the mole creature suddenly vanished into thin air. The rubble from the destruction the creature had caused, as well as the huge hole that he had crawled out of, disappeared too, and everything returned instantly to normal. Mysterio looked down to see that his hand was now empty, and the glowing holo-cube that he had held just a moment ago was now gone.

"Lose something?"

Mysterio looked up to see Clint "Hawkeye" Barton, the Ultimates' resident archer extraordinaire, standing on a fire escape a few feet above him. Hawkeye gestured with his bow at something behind Mysterio. He spun around to see the holo-cube had been pierced by an arrow and was embedded in the side of a dumpster at the back of the alley. Mysterio hadn't even felt it leave his hand.

"And they wanted to put me on crowd control," Hawkeye mused, leaping over the side of the fire escape.

Mysterio fled from the alley. As he did, he tossed three more holo-cubes out into the street. Hawkeye hit the ground and ran out of the alley just in time to witness the terrifying new illusions that were now materializing from the new cubes. To the east, a giant tornado was whipping through the city, throwing cars and trucks around like toys. To the west, a huge swarm of bees, flies, locusts and other vile insects was descending upon New York. And high in the sky above them flew a repulsive, horrific creature that resembled John Tenniel's illustration of the Jabberwock from Lewis Carroll's "Through The Looking Glass." The citizens of New York, who had finally calmed down after the disappearance of the mole monster, were now thrown back into a panic.

"Okay," Hawkeye muttered. "Looks like I might be back on crowd control."

. . . . . .

Spider-Man knelt down beside Iron Man inside the crater. "You okay, chief?" Spidey asked.

"Yeah," Iron Man replied groggily, sitting up. "My armor rebooted at the last second, and I was able to get the shock absorbers up to 79 percent before I hit. I'll have a splitting headache in the morning, but, that's about par for the course when you're an alcoholic billionaire."

"Groovy," Spider-Man replied. "Think you could give me a hand with a couple of armor wearing lunatics on the roof of the Daily Bugle?"

. . . . . .

The Green Goblin struggled against the strength of Lex Luthor's battle-suit, fighting to get out from under him.

"Hey, Lex," the Goblin sneered. "Here's a suggestion. Next time you build a battle-suit? Include a helmet." The Goblin slugged Lex in the face, a loud crack and a gush of blood coming from Lex's nose.

Lex snapped. He screamed with rage as he dug his fingers into the Goblin's facemask, cracking it. He crushed the mask in his fist, ripping it right off of Harry Osborn's face and throwing it over the edge of the building. Then he proceeded to pummel Harry in the face mercilessly.

"Do you remember my first day at Excelsior Prep, Harry?!" Lex screamed, his voice trembling with seething anger. "Do you remember what you did to me?! You asked me why a rich kid like me couldn't afford a wig!" Blood and spit flew from Harry's face as Lex continued his unrelenting beating. "Then, that night, while I was asleep, you cut up a section of the carpet and super-glued it to my head!" Tears were streaming down Lex's face. "Do you remember that, Harry? Do you remember how the other kids laughed? Do you remember how many days it took for me to get all the glue off my scalp? Do you?!"

"That's enough, Mister Luthor," Iron Man said, walking up behind Lex and placing a hand on his shoulder. "You've made your point, I think."

Lex thrashed wildly away from Iron Man, shoving his hand away and rising to his feet. "What do you know about it?!" Lex yelled. He hauled off and slugged Iron Man in the face.

Iron Man took a few steps back. "All right, fine. We'll do this the hard way." He flipped open a panel on his left forearm, revealing an LED palm-pilot screen. He tapped in a few commands, allowing his armor to hone in on the frequency of Lex's battle-suit. "Your battle-suit looks pretty impressive, Lex. But technology-wise…?"

Lex's battle-suit completely powered down, Iron Man's armor having overridden its controls. Lex fell to his knees under the massive weight of the powerless armor.

"…it's like something out of the 1980s," Iron Man declared with a shrug. "Really, Lex, take it from someone who knows. If you can choose between being a billionaire playboy or flying around in a big metal suit? Opt for the former."

"You don't know what you're doing!" Lex growled. "Turn the suit back on! Now!"

Harry Osborn sat up, wiping blood from his swollen face. He spat out a tooth that Lex had knocked loose. "Thanks for the assist, Iron Man," Harry murmured through a mouth full of blood. He slapped a button on the side of his armor, and his glider swooped down out of the sky. "I really couldn't have done this without you."

The glider slammed into the paralyzed Lex, knocking him off the side of the building and sending him plummeting toward the street below.

"Lex!" Iron Man yelled. He raced to the edge of the roof, prepared to dive down after him. He was shocked to get to the edge and see that Lex had vanished. By the time he turned around again, Harry had climbed onto his glider and flown off once more.

Back at street level, several blocks away, Lex Luthor was confused. A moment ago, he'd been falling to his death. Then, he felt as though he'd been plucked from the air in mid-flight. Now, he was sitting peacefully on the ground in a quiet alley. His armor still immobilized, he struggled to crane his neck around and see who or what had saved him. If Lex had been able to turn his head just a little farther, he would have seen Clark Kent flying off into the night sky.