I apologize for the delay. I've been thinking about some directions to take this story. Ultimately, it was an anime that I have that inspired me for the events in this chapter.

Chapter 5: Against All Enemies

The Hierlark was the tallest building in the city. 106 stories. Offices, condoes, restaurants.

Spidey mentally ticked off that he passed the fifty story mark a couple of seconds ago. He looked back up. This...thing was still coming at him, like a bat out of hell. It had to have been built to replicate his abilities, otherwise it wouldn't have jumped over a 100 story building after him like that.

It looked at him blankly. He saw it pull out of a compartment a metallic baton. A second later, two slim, wicked-looking blades popped out of either side.

Spdey looked back down at the oncoming street. Had to get outta this. Get some distance. An idea is forming. This T-1000 ripoff seems good at killing, but what about webslinging?

Let's put this one through his paces...

Five floors off the ground, Spider-Man shot out a webline that cought onto an adjacent building. With a sharp tug, he pulled himself out of his drop and foward, following up with another line that caught him in a sharp arc around the bottom end of the Hierlark at 40 miles an hour and around, picking up speed.


"Look at him go." Cyborg commented. His cybernetic eye zoomed in on Spidey making his move. A second later, he saw the Spider-Slayer shoot out a de-cel line and continue the chase, swinging after him.

"We're going." Robin said. "We can't let him fight it alone."

""I agree, friend Robin, but we should be cautious." Starfire said. "It had plasma weaponry. A direct hit would kill."

Thorough it all, Fisk's hologram contined to watch them. "Of course it will kill him. We built it to be relentless, superior in every way to the original."

The team stopped. "We?" Robin said.

"Of course. I am not alone. Spider-Man has many enemies. In the past, he was able to divide and conquer us, reign victorious, but no longer. He is but one man, while we are many. He will fall."

"Well he's rolling with a new crew now, fat man." Beast Boy said, before morphing into a gorilla and smashing the missile and the holographic projector.

Robin put a hand to his face. "BB, we could have used that projector to trace the signal, determine where the Kingpin was based." Cyborg said.

"Oh. Sorry." Beast Boy said. "Got caught up in the moment."

"Your heart was in the right place." Star said.

"An A for effort." Raven deadpanned. Internally, she was concerned. That thing, the Spider-Slayer, it seemed quite vicious. It was a certainty it had a lot more than plasma cannons it it's disposal. If he was hurt, or killed before she could talk to him, she would never forgive herself.

"Let's go, team." Robin said, motioning for Raven to teleport them away.


"Such spirited youngsters." Kingpin remarked. The comm screens read LOSS OF RECIEVER in bright red.

Smythe manipulated the comm center controls for a moment. A second later, the dead screen was replaced by a live feed. The camera kept moving, and various telemetry and data scrolled in the corners of the screen.

"This is a real-time uplink from the Spider-Slayer. It appears to be pursuing Spider-Man. It's currently sixty stories off the ground and maintaing a constant rate of speed."

Smythe pressed a button, and the word REC appeared in red in the corner of the screen.

The doors opened, and several otehr people entered the room and took seats. Dr. Octopus sat in the back, a tentacle snaking out and grabbing a drink from a minifridge on the far wall. Vulture took a seat front and center. The Scorpion sat off to the side, trying to make Jinx take a different seat. He eventually gave up and Jinx sat next to him, trying in vain to take one of his massive arms. He was yelling at Vulture to shut his goddamn mouth.

Brother Blood sat with Gizmo and Mammoth in the back. Fisk loked around. Three were missing. Electro had said he didn't care one way or the other and was in his quarters, meditating by merging with the ambient magnetic field. Wilson had found that strange, but to each his own. He had sent Kraven as a monitor. He was to passively observe and assess the abilities of these Teen Titans. They were unknown quantities to him and his plans.

That still left one. Consulting a computer terminal on the far end of the room, he checked the in/out logs for the last four hours. A quick sweep of all rooms in the base confirmed it.

"Osborn." Fisk picked up the computer and smashed it.


The Titans materialized on a rooftop about five stories off the ground. Looking up and to the right, they could see Spider-Man coming off of a webline and doing an incrdibly graceful midair flip before shooting another line and swinging down to street level. Spidey looked around. It was too quiet.

A blue sedan came shooting out of an alley, thrown through the air. Spidey flipped to avoid it and shot a line in midair at the back end, pulling it and stopping the car's foward momentum. The Slayer blurred out of the alley, brandishing a double-bladed weapon. Spider-Man avoided thrust after thrust at his head, ducking and weaving out of the blade's way. He then came back with a spinning kick, One, two, three heel kicks knocked the weapon out of the Slayer's hands.

Catching it in the flip side, Spidey broke off one blade and stabbed with the other, landing a hit. The primary armor was breached, and the internal core was visible. Cyborg zoomed in and identified several robotic parts that were beyond next-generation. If he had gone against that thing, he would be at a significant disadvantage.

The Slayer shot out with a right straight, knocking Spider-Man back and into a car, crunpling it's side. Spidey lifted the car and brought it up and around, smashing it on top of the Slayer.

"Our boy eats his Wheaties." Beast Boy said proudly.

A short hand to hand melee ensued, With Spidey quickly backing off. He was many things. His skeleton, near as he could tell, was reinforced. How else could he move the way he could, landing safely from an hundred and twenty foot straight drop on his feet, for example? But this thing...it was made of some kind of alloy. Adamantium, or something close to it. He had felt it give slightly, but not close to enough for an old school beatdown. Had to get creative.

It tore off pieces of it's armor that had been compromised. It was at this moment that Starfire shot off multiple starbolts, while Cyborg went full force with a sonic blast, and Robin tossed several dozen disk grenades. Concussion, shock, explosive. Spidey leapt back from the firestorm.

Suddenly, a shadow appeared from above, along with a sharp whistling sound, like the one made when a bomb drops. A bus appeared, smashing front force straight down into the Spider-Slayer. The bus then exploded, it's gas tank ruptured.

The Titans dropped down. "This may be it." Raven said. "The beast may be dead."

The sound of tearing metal made Spidey point. "He seems to be made of sterner stuff."

Two large pieces of wreckage were violently thrown out of the way. A silver being strolled out of the fire. Miles away, all assembled to watch Spider-Man's destruction saw PRIMARY EXTERNAL ARMOR DESTROYED flash on their screens.

It stood, watching them. It's primary AI array began to reclassify all assembled as primary targets, equal value. The Titans had previously been targets of opportunity, but they had proved themselves worthy of immediate extermination.

"He doesn't look happy." Robin said.

With a metallic screech, it leapt at them, batting Robin to the side and attacking Starfire, whose strength level approached it's own. As the strongest, she was to be dispatched first. A harsh right cross blackened her eye and a straight broke her nose. It then grabbed her by the legs and swung her into a light pole, bending it backwards.

Beast Boy turned into a rhino and slammed into the Slayer, knocking it through a nearby brick wall. Reemerging, the Slayer's hand reformatted into some kind of laser cannon. With a high pitched whine, it fired, a stream of energy which split a car in two. Robin and Cyborg rolled out of the way, while Raven covered Beast Boy and Starfire, who was struggling to get to her feet. She looked up, and around. Spider-Man was nowhere in sight. Had he run, bugged out? She was trying hard not to believe that. Having a trusting nature was not one of her qualities. Best to leave that to people like Starfire.

She stopped drifting when she saw the robot morph it's other hand, and pulses of energy blasted out, pulverizing huge swathes of sidewalk and pavement. She extended her shield to cover Robin and Cyborg, but it couldn't stand up to such punishment for long.


The Spider-Slayer shifted it's vision modes. Thermal, electromagnetic, x-ray, among others. The secondary targets were being dealt with. data on the Titans was not nearly as comprehensive as that on Spider-Man. It had originally been built in New York, built solely for hunting down Spider-Man. Data on these new foes had been provided recently, by the Brotherhood of Evil. Capabilities, such as the fact that Target 03, RAVEN, had dropped a bus on it were new, and had to be taken into account.

Continuing the assault, the Slayer looked around. Target 00, SPIDER-MAN, was nowhere in sight. He constituted an extreme danger.

Suddenly, a dull bonging hammered through it's superstructure, most notably on it's cranial unit. Sensors concluded the strikes increasing in force and intensity. Warning notices lit up. Conclusion: Spider-Man had returned to do battle with it. A new solution to destroy him safely away from other combatants was formulated.


Raven felt the firing let up slightly. Through her dark shield, the titans saw that Spidey had returned, and was currenly perched on top of the shoulders of the Spider-Slayer, slamming repeatedly with fists and elbows into it's head. dents could already be seen, and it was slightly buckling.

It ceased firing, and it's eyes, no longer covered by a pseudo Spider-Man mask, glowed a deep red. With a metallic roar, twin jets emanated from it's feet, and it shot off, picking up speed. Spider-Man continued to hammer away as he was rocketed twenty, then eighty stories off the ground. He dissappeared through the cloud cover of an approching storm.

"No..." Raven murmured. It was blasting up towards the upper atmosphere, and neither Raven or Starfire could fly that high.


Spidey was freezing. It had been sunny before, but upon entering the storm cloud, the temperature rapidly dropped. It was raining, and crackles of thunder and lightning were all around. The Slayer increased it's speed, buffeting Spidey with pressure. He strugled to hold on. He also started to have problems breathing.

Oxygen seems to be getting lower. he thought. Had to get out of this. He was about two, maybe three miles up now. Getting back to street level with everything intact would take some doing.

They broke through the cloud, vapor streaming below them. One of the thing's hands finally threw him off, and Spider-Man hovered in midair for a moment, before slowly drifting back down, picking up speed. The Slayer spun around on it's jets, flashing back at him. It pulled out another blade from a compartment and began slashing at him. Dodging in midair was tricky.

He fell through the cloud cover, back in the storm. Spidey managed to knock the blade out of it's hand, and it punched him. An arm shifted again, splitting into three parts, forming a three barreled cannon. But before it could fire a shot, a lightning strike blasted it, blowing off the Slayer's right arm completely.

The Slayer's head split, and a gun barrel popped out. Spider-Man shifted through the air, avoiding howitzer shells. Loud sounds, like china plates being repeatedly shattered, drowned out all other sounds. Looking down, he saw that he was still two miles up, but approaching fast.

It shot rockets at him. He quickly formed a web shield that deflected the rockets. They detonated prematurely, the concussion pushing him a few feet closer to earth. Something grabbed him around the midsection, squeezing his ribs. He tasted blood and something like bile as he felt one rib go. Then two. The third and fourth gave at the same time. His midsection felt like a slab of bruised meat.

The Slayer had him in a death grip, and shot it's jets again, seeking to slam him full force into the ground. He was only a few hundred feet above the city's skyscrapers. Desperately grabbing onto something, anything, Spidey pulled a sparking power lead out of the thing's destroyed arm. He slammed it repeatedly into the spinal section until it stuck, creating a feedback loop. A jolt of electricity arced through the Slayer, and it squezed again. hard. Then it let go.

They were at an angle close to a tall building. In a freefall, the Slayer slammed into a satellite tower and skidded, coming to a stop at the edge. Spidey shot a webline and caught a girder, barely hanging on. He hund there for several moments, trying to summon the strength to pull himself up. Finally, a hand appeared over the edge and grabbed the weblind, gently pulling Spider-Man up.

Cyborg was holding the line. After Spider-Man had dissappeared above the clouds, they had to wait and see where he would come down. Starfire had seen the Slayer, holding Spider-Man, rocketing down toward the ground. Then it had let go and crashed into the roof of a nearby building. Spider-Man was barely hanging on ny a webline. Raven had teleported them to that rooftop and Cyborg had rushed over and pulled Spidey up.

He was now trying to get up. Raven saw that the midsection of his suit was stained with red, and several large rips were present. One eye piece on his mask was cracked, and there was a slash o his chest from a blade.

Robin felt his side. "At least five ribs are broken." he said.

"This isn't over." Spider-man mumbled, getting to his feet, unsteadily.

The Slayer got up, various fluids leaking from ruptures in it's power core. It stood in a combat stance. Then a leg buckled, and it went to one knee.

"Stay down, my friend. Stay down." Spidey said, ready to fight again.

It growled, and it's midsection opened. A segmented barrel popped out, forming a cannon. A greenish light began forming.

"Guys," Cyborg cut in. "I'm detecting radiation. That thing is a neutron cannon."

Spidey looked up. He saw a glint of metal in the sky, flashing. It was falling quickly. "Take five, guys." he said. "It's dead. He just doesn't know it yet."

"What do you mea-" Raven was cut off by Spidey's hand. Three fingers were up.

The cannon primed, the light intensifying.

Two fingers were now up.

Steam began venting from exaust ports in the Slayer's sides. A low hum was building. Not long now, and Targets 00 through 05 would be vaporized.

One finger, then nothing.

A microsecond before the Slayer was to fire, a flash of bright metal fell, striking the Slayerright in the forehead. It was the blade that Spider-Man had knocked out of it's hand, far above the city. The Slayer was bent backwards by teh impact, it's cannon pointig upwards ay the sky. It fired, and a wide green beam of energy shot up, punching through the clouds that had appeared over the city. It slowly lost power, and dissappated.

The Slayer fell. A metallic groan emanated. "Ahhhgh." Then it's eyes went dark.

"Looks like he blew his load." Spidey quipped.

The Titans gathered around him, congratulating him on his victory. But where was Raven?

A harsh, barking laugh cut through the moment. Rain began falling, and lightning flashed. On the edge of the roof was a tall figure in a green hooded coat. In one harge hand, Raven was held by the throat, tightly.

His spider sense was screaming, and despite the pain, he steeled himsef.

"Quite a show, Parker." the man said, dark humor dripping from his voice. "Octavius was sure Smythe's new toy would lose, and he was right. Scorpion and Vulture are going to lose big money, tonight. They bet forty grand that it would kill you. Looks like I'll have to collect."

"Osborn..."

"Bingo! I've come pack to play, my friend. The party's just starting, and it's going to be a wild ride!"

"I killed you..."

"You certainly did your best. Being impaled by my own glider...the pain was indescribable. But I'm back, and in living color."

His other hand ripped off his coat. The man was tall, and unnaturally muscular. His skin was a rich dark green, and his hands and feet were clawed. But what was worst was the face. It was in a perpetual grin of horror, fanged teeth smiling at some sadistic joke. A small hooked nose and pointed ears were present. But it was the eyes. They glowed a sickly greenish-yellow, with red pupils. A kind of mad intelligence gleamed in them. The head was bald, and leathery.

"Like my new look? I was still alive, but gravely wounded. I called on the Jackal's services soon afterwards, for a little...genetic modificaion. This is the result. But I can't complain. You and Fury and SHIELD desttoyed my company, everything I worked for, my son. Your aunt is too well protected by Fury, but you're not. Those around you are not. Like this dark little rose here."

"Let her go."

"Why? I'm feeling nostalgic, Parker. Hasn't this happened before? A high place, a damsel in distress unconscious and seconds from death? A bridge or a tall building makes no difference. She'll go splat all the same." Osborn grinned.

"Here's to...repeating history." Then he hurled Raven off the roof.


Just to let you know, it was Episode 3 of Afro Samurai which inspired me. Please review!