The Insanity of Spider-Man

by JustmeSpidey

Peter Parker, aka Spider-Man, is an Avenger. How cool is that? Unfortunately, saving NYC from a well-orchestrated evil didn't come without cost. Spider-Man has infuriated vengeful foes in high places, and with his teammates busy with their own missions, Peter is kind of on his own. New rivals, new allies, and new troubles await the teenage hero. Wowza: this is going to be insane.

12. Chapter 12

Disclaimer: What kind of drugs do bums take? BUTT CRACK! Hardy har haaarrrrr

Wowza, sorry this one took so long. Probably, because, well, it is long. Very long. It's long for good reasons though :D School has also not been helping either. Neither has basketball. Or my job (babysitting ironically lol)

But anyhoo, I'm curious to see what ya'll think of this chapter. It is so crazy and long and disorganized. It's fun, I think, but also...uh...yeah...

I'm just going to say this in advance: I'm sorry, Pete. I am an evil little girl. Now enjoy! ;D

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Chapter 12

That's correct, sir. As of now, all six are completely outfitted and fully operational. They are ready to kill Spider-Man.

"Are they, now? And they've all be prepped on our enemy's skill set? They're clear about the mission, and what they're going up against?"

Yes sir. And they all seem...exceptionally eager to follow through on your commands.

Sliding his arms into a dark gray suit jacket, the man's face remained cold and unwavering.

"And how is it progressing with that treacherous snake?"

There was a moment of silence on the other end. She continues to be...troublesome. A few men have been injured while trying to approach her. We've backed off for now. But I assure you, sir—I will get through to her in due time, and she'll be following your commands again without the slightest hesitation. Pain has a marvelous way of helping people see to reason.

"You make certain of it. Her disobedience has already caused complications in my plans. I will need her full cooperation before this day comes to an end."

This day, sir? Lincoln inquired, a hint of fear spurring in his voice. What for? I'm—I'm not exactly sure I can have her compliant that soon.

"Make it happen, Tombstone, lest you wish yourself beneath a pillar engraved in likeness of your ironic demise."

Swallowing heavily, Lincoln's voice fell in defeat. I...y-yes. Of course, sir.

"And as for my Sinister Six," he continued, clipping a cufflink on to his sleeve as he strode across the room, "I want all of them released on to the city, right this instant."

All of them? Now? It's hardly sunrise. Do...do you really want to end all of this so early? So soon?

He slid a small box inside his jacket. Then, stepping out the door, a cool grin formed along the man's cruel lips.

"Do not dare underestimate my thirst for revenge. The end is only the beginning, my dear Mr. Lincoln. And I'm ending all of this. Today."

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Realizing the suit he was wearing was a tattered piece of crap, Peter strolled down to Tony Stark's lab. As he walked through the cold room, he noticed a machine was working on something sprawled out across a table in the corner. Sparks were spitting off the object as a spinning wheel chewed into the material, and the robot continued to labor independently, taking no notice of Peter's presence. Narrowing his eyes but otherwise uninterested, he strode past it and up to the display of Spider-Man costumes. He grabbed a new one out of a case, admiring its bright colors and flawless design, then sped out of there as quick as a wink.

After donning his spiffy new suit and grabbing his camera, Spider-Man flipped out of Avengers Tower and was soaring high above the city.

I need a solid plan if this is going to work. How am I going to draw the Big Man out of his hidey hole? I don't even know the bastard's first name! I'd consider beating an answer out of one of his henchmen, but they could be in the same boat as Wanda and Black Cat—forced to do his bidding out of fear. And if they were being serious about the whole "he'll strangle you if you speak his name" business, making them rat out their boss could result in them being killed. That's the last thing I want out of all this—more people dying at his hand.

Buoying low on a web-line, Peter dropped on to a relatively vacant strip of sidewalk, yawning and rubbing at his eyes. He and Cap hadn't even used up their full four hours of spar time; currently it was about a quarter till 6. While there were quite a few people out and about (city that never sleeps, after all), it was safe to assume that most of New York was still in bed at this hour.

Those three goons of his came stomping and yelling out of nowhere just to get me to fight them, though. They wanted to have a go at me. Maybe if I just go around town making a big ol' ruckus myself, they'll come to me. And once I plow through the jungle-themed tri-ass-a-lon, I'll just wait for whoever always comes to get them to pick up the trash. I doubt the Big Man would let such expensive pawns be thrown in prison. He's somehow kept them out of custody's reach after the last couple of fights, but not this time. I've learned from my mistakes. I'm going to beat anyone he throws my way down to a pulp, and then I'm gunning straight for the man running the entire circus. He can't hide forever.

As he strolled aimlessly down the street, blinking his heavy eyes, Peter wondered if he should stall for a little while longer. He seriously doubted there was any form of theatrics he could pull that would draw anyone out at this hour. He glanced up at the soft pink sky, when a flag swaying lazily in the breeze caught his eye. He recognize the landmark indefinitely.

Flagpole. Dawson's apartment is right beside it. I haven't visited him for a while now. It'd be nice to see him again, but it's so early. He's definitely asleep.

He was going to just walk past it, seeing that there was no point in visiting the family at this hour, when an image suddenly flashed in his mind. The scene from the nightmare, when little Dawson had been ripped from his grasp and murdered right before his eyes. The vision stood out so vividly in his head that he nearly gasped, stopping dead in his tracks on the barren sidewalk. N-no. Dammit, Peter, it—it wasn't real, he told himself, leaning against a window for balance. Come on. It was just a dream. Dawson is fine. He's perfectly fine.

After refuting himself over and over, Peter finally shook his head, sighing helplessly. His mind wouldn't accept it. He couldn't help himself. He cared too much. He had to go make sure he was really okay.

So, internally kicking himself for being such a moron, Spider-Man fired a web-line from his wrist and zipped on to the wall. In moments, he was crawling on to the familiar rooftop, eyeing the bright blue pool distastefully. He climbed around to the other side of the building until he found a small window. To his dismay, however, he discovered the curtains to be shut; he couldn't see if anyone was inside. He knew this whole ordeal was ridiculous in the first place—how paranoid could he possibly be?—but he just had to be sure. Gingerly, he pushed up along the base of the window, and was surprised to find it unlocked. Opening it just enough for his lanky body to squeeze through, Peter glanced around to make sure no one was watching, released a slow breath, then slipped inside.

It took a moment for him to gather his bearings after he pushed through the curtains. A fan was spinning on the ceiling, blasting the whole room with chilly air. He blinked, and he quickly took notice of the Avenger posters that crowded all four walls, including one of his own masked face, along with a big clock and a calendar. The floor was littered with toys of every sort, one of which he nearly stepped on as he walked inside. Peter's eyes scoped across the dark room, and soon they fell upon a small form balled up beneath the covers of a colorful bed. With caution, he tip-toed over the moat of stuffed animals until he was standing beside the lump, and slowly he stooped down to his knees.

Not surprisingly, little Dawson was fast asleep. He was buried within the sheets like a pig in a blanket, one hand gripping tight to his pillow and the other shoved inside his mouth. He hardly made a sound as his back rose and fell, and his face was soft and peaceful. He was absolutely fine.

The sight of the little tike made Peter want to cry with relief. He had been worried for no reason. A heavy sigh seeped from his lips, and he slowly lifted up his mask, blinking his tired eyes. Carefully he laid his hand on the boy's head, watching him slurp on his fingers like they were popsicles. There was so much purity and innocence in that little bundle of perfection, so much that he felt responsible for. He was too innocent, he realized. This kid had no idea how cruel the real world was, what evil lurked in the hideous shadows of this city, hungry to corrupt him and steal that perfection away. And there were so many others just like him. Knowing how easily the little child lying before him could be destroyed by the men after Spider-Man cut him to his core, and he shut his eyes tight, exhaling deeply. If anyone—if anyone tried to hurt him, or his family, or anyone else he cared about, he would make them pay. He would show them what true fear was. The idea of something like that ever happening was almost too much to bear.

Then, coming to his senses, Peter sucked in a shaky breath, planted a tiny kiss on Dawson's forehead, then rose to his feet, giving his hair a gentle ruffle. He would protect him. He would keep him safe, and guard his innocence for as long as possible. That was all he could do.

Spider-Man's hands dropped at his sides, and he turned back towards the window. Now more than ever he had a good reason to fight, and to make his enemy look like the biggest asshat on the planet. He took a careful step over a plastic Captain America shield.

"Grrrrr..."

He froze. His was still as stone. Had he really just heard what he thought he'd heard? With fearfully slow movements, Peter turned his head towards the direction the sound had come from.

"Grrrrr!"

Oh crap, he thought when his eyes met the source of the noise. Not good. Not good at all!

Sitting at the foot of the bed, wagging its curly tail wildly, was a dog. A puppy, more like. It looked like some sort of husky mix. When did this happen? He didn't know Dawson had a dog! Its beady eyes stared up at him curiously, and it pawed at the covers with jittery excitement.

"Grrrruff! Rarf rarf!"

"No!" he whispered, waving his arms around frantically. "Sh-shut up! Stop it!"

Cheerfully ignoring his pleas, the puppy leapt off the bed, stumbling over its big feet as it ran right up to him and barking louder and louder by the second.

"Arf arf arf!" it yapped, and Spider-Man snatched it off the ground hysterically.

"Shut up!" he hissed, giving the dog a shake. "Please shut up! Oh gosh, oh gosh, how do I make you stop?"

The puppy continued to yip gleefully, and a groan to his left made his heart jump into his throat. He glanced over his shoulder in dismay, and saw the little lump under the covers begin to squirm.

"L...Lizzie?" a sleepy voice called. A moment later, a face popped out of the sheets, blinking repeatedly. "What are you barking at?"

The boy's hazy gaze fell upon a familiar figure standing at the foot of his bed. Although it was dark, he recognized the red suit the person had stretched over their entire body instantly. He was holding his dog up in the air, who was still barking excitedly in his face. Dawson rubbed at his eyes in disbelief, and Peter forced a nervous smile.

"Uh...hey, kiddo," he whispered, shrugging defensively. "I...um...I'm sorry, I just—I wanted to check on you, but then your dog, it's really loud, and now you're awake, and I'm really, really—"

"Spider-Man!" the little boy cried, flying out of his bed tackling him around the waist. Peter coughed from the sudden impact and nearly toppled to the floor. "It's you! You're here!"

Recovering, Peter laughed softly. "Yep, I'm here. Surprise for everyone."

"What are you doing here?" Dawson giggled, staring up at him wide-eyed. "It's so early! And I don't even need a babysitter right now!"

"I, uh, just wanted to make sure you were okay," he told him sheepishly. "I haven't seen you in a while. I thought you might've been gobbled up by that evil witch Ms. Carrie."

"Nope! She moved away, so she never got the chance to!" He wrapped his arms around Peter's legs, grinning from ear to ear. "It's so good to see you again! I'm so happy you're here!"

Peter chuckled amusedly, giving his hair a rough tousle. "It's good to see you too, kiddo," he said, then flinched as the puppy under his arm let out another long series of yapping.

"Oh! Sorry! Lizzie is so loud!" Dawson scooped a toy off the ground and stuffed it in her mouth, muffling her barking into a quiet growl. "I'm still trying to train her, but she's not a very good listener."

"She's a good little guard dog, though," Peter noted, placing her on the ground as she whipped her head back and forth. "No one will be sneaking in here undetected anytime soon."

Dawson giggled. "Yep! I'm surprised Mommy hasn't come to see what all the noise is about yet."

Peter's smile dropped. "Oh...your mom? I didn't think about—"

Footsteps stomped wildly across the wood, followed by the door flying open.

"What is going on in here!?" A disheveled woman screamed, her hair falling around her face in scraggy, messy strands. Peter was so startled he stumbled backwards, tripping over a bouncy ball and landing flat on his rear.

"Ah! M-Mrs. Stevens!" he cried, staring up at her in terror. The puppy dropped the toy and hopped on to his chest, whimpering excitedly. "I—I'm sorry, I didn't—I wasn't trying to—"

All at once, the hostility in her eyes disappeared. "Spider-Man?" she said, pushing her hair out of her face and flipping on the light. "What...what on Earth are you doing here?"

"I was...uh..."

"He came to check on me!" Dawson explained for him, bouncing up and down. "He thought Ms. Carrie baked me into a pie!"

She blinked. "A...pie?"

Peter chuckled timidly. "Well, that's one way to put it," he said, wincing as he felt a wet puppy tongue lick his cheek. Realizing what that meant, however, he gasped and yanked his mask over his face. Mrs. Stevens smiled confusedly.

"Well, um, it's nice to see you again," she yawned, rubbing at her eyes. "Although, if we're being honest, I'd prefer a visitation a little later in the day. You nearly gave me a heart attack."

"I'm sorry, really," he restated, rising to his feet with the dog in his arms, who continued to lap at his masked face. "I've just...I've been really worried about you guys. There's been a lot of crazy stuff happening lately, and I wasn't sure if you were all okay."

"You mean with all those madmen attacking the city?" she asked. She wrapped her arms around herself, glancing at the window. "Well, we've been through worse. As have you, Spider-Man. We're lucky to have you here to protect us."

Peter smiled sadly. "Seems like you guys are the only ones left who think that. The rest of the city seems to have turned on me."

"I don't believe a word he says, that idiot from the Bugle," she snapped. "Neither should anyone else. That man speaks nothing but lies. He says that all the death and destruction that's happened over the last few days has been your fault, and that the police should go back to trying to throw you in prison. The lengths some people will go to turn a quick buck!"

Swallowing uneasily, Peter stared at the floor. "He's not exactly wrong, though."

"That's not true!" Dawson insisted, pointing at him firmly. "You're a good guy! You fight bad guys and throw them in prison!" He pointed at Lizzie, who was still sitting in Spider-Man's arms. "And look! Lizzie is licking your face! That means she likes you, and that you're a good person. Dogs know better than anyone who's bad and who's good."

Peter giggled, handing the puppy over to the boy. "That's nice, Dawson. But the men that are doing this—well, they're doing it to get at me, for some reason. They're hurting people and blowing stuff up just to make me mad and get me to come fight them. I'm not exactly sure why, though. All I really know is that the boss who's controlling them—whoever he is—has a major bone to pick with your friendly neighborhood web-slinger, and is willing to hurt others in order to kill me."

Mrs. Stevens shook her head in dismay. "You poor thing. I can't imagine how stressed you must be right now. Why do you even bother defending this city, especially when everyone's treating you like garbage? I don't see the logic in that at all."

Wiping off his slobbery cheek, Spider-Man shrugged jubilantly. "When has anything I've ever done been about logic? I run around the city in a spidery onesie and go up against gunmen with nothing but web-squirters and my bare fists." He rubbed at the back of his neck. "I keep fighting not because people want me to, or even because it makes any sense, but because it's the right thing to do. I don't think I could live with myself if I didn't stand up to bullies, especially when I know I have the power to stop them. I have a responsibility to try and keep hope alive, even when it feels like everything's falling apart. I keep fighting because when I see families like yours, I remember why all the crap I go through is worthwhile." He noticed Dawson was staring up at him all starstruck, and he smiled and gave him a pat on the head.

"Well, for what it's worth, thank you. No one's been more of an inspiration to our boy than you." Stretching her arms over her head, Mrs. Stevens yawned widely, then rubbed at her sleepy face. "Anyway, I think I'm going back to bed for another twelve hours or something. Make yourself at home if you want. There's coffee and creamer and all that somewhere. Just...don't make a mess."

Peter grinned shyly. "Thanks, but I'm fine. I'll probably be heading out soon. Sorry again for waking you."

"Wait, Spider-Man!" Dawson cried, grabbing on to Peter's hand. "You can't go! Not yet! You told me before that you had a surprise for me! You forgot it the last time! And the time before that! But you promised you wouldn't forget it this time, remember?"

Spider-Man blinked in surprise. "Oh...darn it. I'm sorry, kiddo. I wasn't planning on actually visiting you today, so I don't have it with me. Again."

The little boy whined loudly. "Ah, I was so looking forward to it! Please try to remember next time! The waiting is killing me!"

"I'll do my best," he assured him. "But until then..."

Peter suddenly scooped Dawson off the floor and tossed him into the air, taking him by surprise and making him scream with joy as he dropped back into his arms. The puppy began barking again and hopped all around them, dropping its front legs low to the ground and sticking its wiggly tail way up high. To follow, he held him upside-down by his feet, making him giggle and screech with delight.

"Spider-Dawson didn't become scared of spideryness while I was away, did he?" Peter asked him, smiling evilly, but the little boy was laughing too much to answer. He spun him around and placed him on his shoulders, where he leaned over his head and pulled at his mask.

"Again! Again!" he insisted, still trying to catch his breath, but Peter could only laugh. If only everything he did could be this simple, this irreproachable. There were few things he could think of that yielded him more happiness than bringing a smile to a kid's face. Although saving lives and kicking ass created a similar sensation of warm fuzzies inside of him, seeing joy bloom from the most innocent of places at his hand somehow felt more profound and meaningful. It was a crazy way of thinking, but he couldn't help it. He could only wish that protecting the city from bad guys was as easy as making a little kid laugh.

Spidey sense.

It struck him fiercely at the base of his skull and made his muscles instantly go stiff. His ignorant jubilance disappeared and his smile instantly fell.

"Again, please!" Dawson giggled, kicking his feet eagerly. To his surprise, however, Spider-Man snatched him off his shoulders and placed him on the floor, his movements quick and deliberate.

"I—I have to leave now," he said out of nowhere, his voice suddenly laced with worry. "There's something wrong."

Dawson blinked up at him confusedly. "What's the matter?" he asked, cocking his head to the side. "Am I too big for you to pick up for a long time now? I've grown, like, two and a half inches since I turned five!"

Peter knelt down in front of him and laid his hands on his shoulders. "Something bad is about to happen outside. I have to go stop it. Stay here and keep your family safe for me."

Just as hastily, Peter rose to his feet and marched towards the window. Still a little stunned, Dawson stood behind him, his eyes wide and curious.

"Spider-Man?" he called as Peter crouched on the windowsill. He glanced over his shoulder at the little kid staring up at him. His face was round and innocent, and the puppy sitting beside him wagged its tail nervously. His hands were balled behind his back. Then a grin spread across his face, and he pumped his fist triumphantly into the air. "Kick their butts!"

Despite his anxiety, Peter laughed quietly. "Will do, bud. Catch yah later."

"Don't forget the surprise!" Dawson yelled after him, but his voice was cut off as Spider-Man pulled the window down and webbed it shut. After giving it a few experimental tugs, Peter leapt off the apartment and fired a bio-cable from his wrist.

This is bad. I can sense it. It's coming from every direction. Someone has launched an attack on the entire city.

Peter landed on the flagpole and clung to its skinny shape apprehensively. He scoped across the undisturbed streets below. His spidey sense throbbed continuously inside his skull.

What the hell is going on? Is this another one of the Big Man's schemes? It's hardly past sunrise! How did he organize this so fast? How is that bastard always one step ahead of me?

In that moment, a crash sounded, followed by a body flying from behind a building and slamming into a car. The man lied motionless, blood pouring from his head. Whoever the person had been was gone; he sank to the pavement, lifeless.

Spider-Man leapt off the flagpole and sprinted to where the civilian lied. Horror struck him the chest as he stared down at his bloodied form, quickly replaced by a terrible anger. A second later, a maniacal laugh tore through the air from behind him, and Peter whirled around.

"Spider-Man!" a strange man yelled from above. "Come out, come out, wherever you are! Crawl out of your cowardice and come fight me, or more people are going to paint the streets in your name!"

Peter's wide eyes stared up at the person meandering towards him. This was not one of the freak trio that he had already fought. He had never seen anyone or anything like this man before. He had thick, dark goggles hiding his eyes and a trench coat draped over his body. Underneath he wore a dark green skin suit with some kind of gigantic belt encircling his torso. His gloves were black, and his pudgy form was suspended high above Peter's head. But other than his horribly unkempt hairstyle, the strangest thing about the person crawling towards him were the tentacles. Protruding from his back and moving like fluid extensions of his own being, the long, mechanical devices propelled him forwards like legs on a spider and made him sit at least six feet taller than the top of Peter's head. There were four of them in total, and their tips were armed with three-pronged hands that looked like they packed a serious pinch (haha get it). After creeping a little further down the street, the man suddenly stopped, a scowl forming on his face.

"You think I'm not worth your time, Spider-Man?" he screamed at the sky, balling his hands into fists. "Well how about this?"

One of the tentacles rose off the ground and crashed through the window of a building. A moment later, the long appendage withdrew from the wreckage with a lady grasped in the fingers. She was screaming in terror and kicking her limbs about helplessly, and he lifted her high into the air.

"Is this woman's life worth not your time? Are you not going to jump out and save her?" He drew the tentacle far behind his head. "Well this is what you get for daring to label yourself a hero!"

With ease, the crazy man chucked the screaming woman across the road. Peter gasped, then sprung into the air. Her body collided into his with a harsh thud, and Spider-Man grunted as his back crashed hard into the ground. The pair skidded until his shoulders slammed into the curb, and the woman tumbled on to the sidewalk.

Peter groaned as he carefully sat upright. "Ah, damn," he coughed, gripping his head. He climbed to his feet, then turned around to face the woman. She was lying against the concrete and gripping her arm, but appeared relatively unscathed. "Are...are you alright?" he asked her breathlessly. She pushed off the ground on to her elbows and stared up at him, face scared and pale.

"I...y-yes, I'm—" Her gaze suddenly shifted upwards, and her eyes widened in terror. "Look out!"

Peter's spidey sense went nuts, and he felt something grab him from behind. With a yelp of surprise, he was ripped from the concrete and dragged into the air.

"H-hey!" he cried as the tentacle lifted him upwards. The three finger-like claws were clamped around his arms, pinning them against his sides. He squirmed to break free, but their grip power was incredible. At the same time, it felt like something was being drilled into the flesh of his back—like a tiny, evil tick—but that was the least of his worries. The tentacle spun him around, and he found himself face-to-face with his adversary.

"At last," the man hissed excitedly, holding him a little too close for comfort. "I knew a do-good idiot like yourself couldn't stomach standing by while I murdered innocent people. I knew it would draw you out. I'm just glad you came to me first. Must be my lucky day."

Now, there were two ways Peter could choose to handle this little predicament. One: he could get really freaking pissed off and tell this guy just how absolutely disgusting he was for killing people just to get his attention. It was what he wanted to do; after watching him fling one person to his death and then try to do the same to another, a terrible hate towards the man grinning before him had blossomed in his stomach, and there was nothing he craved more than to scream in his dumb face and go absolutely ninja-ballistic on him. But Peter knew that that would give his enemy power. It would make him want all the more to hurt other people because he'd know how much it upset him. Peter needed to stay calm and keep his enemy's rage and attacks focused on Spider-Man.

Which is why, not surprisingly, he decided to go with the second option: taunting and berating him constantly and mercilessly all while whooping his ass senseless. Although he knew it was to mask his true feelings, it was clear that this was the right place and right time to do so. He needed to get under this guy's skin, get him agitated and careless, and make it known to the rest of New York that they didn't have to be afraid of idiots like him. He was something to laugh at, something to make fun of, and someone who needed to be put in their place: bloody and pathetic behind the bars of a prison cell.

So, ceasing his squirming, Peter released a slow breath, then grinned behind his mask. "Wow. Today must be my lucky day too! I never thought I'd ever get this close to a wild Moctopus before! I thought they were just a myth! Crikey, look at this beauty; such a glorious and misunderstood beast romping about in its natural habitat like a fat dwarf with metal legs."

The man's sinister smile fell a little, and he wrinkled his brow. "What? What the hell are you blabbering about?"

"Moctopus. It's a joke, get it? Man plus octopus equals Moctopus. That's what you are. Which is also ironic, because I'm mocking you right now. Could you let me grab my camera so I can snap a few pics of your face? I work for Butt Ugly magazine, and I'm a thousand percent sure that a portrait of you would score front page next issue."

"Don't you dare mock me you scrawny imbecile! My intelligence rivals that of any mind past or present on this pitiful earth!" Peter felt the claws grip him tighter, and he grimaced. "Who do you think had the mental capacity to construct such beautifully unconventional instruments of strength and maneuverability so acutely manipulated by mere thought? It was none other than I, Doctor Otto Gunther Octavius, the greatest mastermind of all centuries."

"Well now you've made this too easy for me, oh wise and humble whiner baby," Spider-Man laughed. "Trash Moctopus. I'm calling you Doctor Octopus from now on. Doc Ock for short. It goes with the animal-theme craze trending among super villains these days, and rolls so effortlessly off the tongue."

Doctor Octopus gnashed his teeth viciously. "Why don't you laugh at this, you paltry worm!" He began to cock Spider-Man's body back in preparation to hurl him across the city, but Peter was faster. Summoning all of his spidey strength, he burst free from the tentacle's crushing grip and fired a web strand right at his face. The sticky fluid latched on to his skin, and Spider-Man zipped on to Doc Ock's shoulder, tipping his fist back and slugging him right across the mouth. Octavius screeched in surprise as Peter continued to pound his face in relentlessly.

"Don't be so ungrateful, Doc—I'm doing you a favor! Rearranging this ugly mug of yours might actually make you presentable to society!"

"Ack! G-get off me!" he screamed, his tiny human arms trying feebly to guard his face. Spider-Man wound back his fist in preparation to deliver another crushing blow, when something suddenly enclosed around his hand. In an instant, he was flung across the street, and he crashed right into a streetlight. His back ached tremendously, but he quickly shook it off, jumping to his feet and sprinting back down the road.

Realizing he may have underestimated his enemy, Doctor Octopus cursed and clicked at his earpiece. "He's here, everyone. I've got him. Come to my location immediately and—aagh!"

"Who you whispering to, Octy?" Peter asked as he kicked the side of his face then flipped on to a skyscraper. "Calling your buddies from the cephalopod squad to join us? Don't even try to tell me it's your girlfriend—we both know that's total BS. You should just make it official get 'desperate' tattooed on your forehead."

"Quit running your doltish mouth!" Doc yelled, lashing out with his tentacles. The arms jabbed at Peter like vicious serpents, and he dodged every which way as they struck the building. "Such incredible power, wasted on a moron like you! You disgust me!"

"Says the guy with tentacles sticking out of the liver spots on his back," Peter giggled, springing off the wall. He stuck his feet out in front of his body and jammed them right into Doc Ock's stomach, making him gasp. The violent impact sent his enemy stumbling backwards, his four metal arms clamoring to retain their balance, before he finally fell to the ground with a cry of anger. Spider-Man webbed the tentacles to the asphalt and dropped on top of him, pinning his hands to the concrete. Octavius' shattered goggles reflected in Spider-Man's white lenses, which leered down at him threateningly.

"Now listen here, you disgusting slimeball," Peter growled in his face. "I've had to fight off more than my fair share of freaks this week, and all have had two things in common. One: they seriously need to go on that What Not to Wear show and have Stacy London give them a makeover. I've already submitted the others' applications. And two: they work for some asshole they call the Big Man. Sound familiar?"

Doctor Octopus glared up at him hideously, teeth gritted together. "You think I'm afraid of you?" he hissed through bleeding lips. "Don't make me laugh. I know everything about you, Spider-Man. I know you don't kill your enemies no matter how much they deserve it. I know you're young, naive, careless. I know you're nothing but a boy hiding behind a grandeur costume and a quick tongue, too afraid to face the fact that you're really just an idiot and a coward."

Despite how alarming how much Octavius knew about his true identity was, Peter simply patted his head. "Well aren't you just a darling little basket case of sugarplums and rainbows. Didn't Mama ever tell you there are better ways of dealing with your crippling insecurity besides putting others down? Here, say it with me: you is kind, you is smart, you is important."

"Enough!" he yelled, ripping his mechanical arms free from their bondage. Peter webbed his hands to the ground and stood upright, body poised defensively as the claws snapped at the air around him. "I will not be made a fool of by some child playing dress-up! I have intelligence and power that's capabilities far surpass the trouble of dealing with you! I'm going to kill you, and I will show the world what a worthless insect you really are!" Then his gaze shifted behind Spider-Man, and a wicked grin broke across his face. "And, unlike you, I have others here to help me accomplish my goals."

Peter's spidey sense suddenly buzzed like crazy inside his head. He glanced over his shoulder in surprise—right as a glowing hand slapped against his back.

"Aaaah!" Spider-Man cried in pain. Electricity coursed through his body in a violent rush, and he fell to his knees, gasping. In that moment, Doctor Octopus tore himself free with his tentacles and scrambled away, laughing.

"Now, Mysterio!" he snapped demandingly. Peter shook his head as he sat on the asphalt, fighting to recover from the surprise attack, when a small orb suddenly exploded against the ground in front of him. Thick blue smoke engulfed the air, and Spider-Man covered his mouth with his hand as he coughed harshly.

W-what? he thought with uneasiness crawling into his heart, glancing around blindly inside the dense cloud. Did Ock's friends do this? How many of these guys are there?

As the fumes swirled around him, Peter realized something didn't feel quite right. His mind felt hazy and his vision refused to focus. With effort, he stumbled to his feet, gripping his head in his hand and blinking repeatedly. What...what is in this gas...?

Out of nowhere, a tentacle slammed into his side, sending him flying out of the smoke and rolling along the asphalt. He coughed hoarsely on the ground before lifting his blurry gaze in shock.

"Muhahaha!" a strange figure laughed, stepping out of the cloud with his hands in the air. "Welcome to your doom, Spider-Man! It is I, Mysterio, master of the arcane arts!"

Despite Peter's current disposition, after looking this guy over top to bottom, he couldn't help but laugh out loud. "Um, what? What? Oh—oh my gosh, ahaha! You've got to be kidding me. What the hell, man? Are you for real?" He squinted a little and waved his hand in the empty air. "Like, seriously, are you? 'Cause right now I'm seeing like six of you."

"Silence, fool!" he boomed in his grandiose voice, scooping Spider-Man off the pavement by the spandex along his collar. "You are under the control of Mysterio's illusionary sorcery! Be afraid!"

"Yeah, I'm afraid alright. Afraid that this snow globe head of yours is screwed on too tight. How can you even breathe?" He rapped on the side of it curiously, and Mysterio threw him to the ground.

"Mysterio does not take kindly to disrespect from his audience! Perhaps this will teach you some manners! Foetidum putredinem!"

From under both of his sleeves, Mysterio released more gas right into Peter's face, making him hack into his elbow again.

"Geez, dude, will you cut it out?" Spider-Man jumped to his feet and bolted straight towards him. "Smoking is so uncool. And you do realize there are pronouns such as 'I' and 'me' and 'idiot,' right? Hulk has already claimed the shtick of speaking about himself in third person, and when you do it, it's way less cute."

Peter swung his fist at Mysterio's fish-bowl face, but his hand passed right through him, and the figure vanished instantly. Stunned, he spun back around inside the smoke cloud, glancing left and right confusedly.

"Muhahaha!" the bubbly laugh came again, only this time it seemed to resonate from every direction. "Bow before the master of illusions! Beg for mercy!"

All at once, things began to go nuts around him. From out of the thick fumes, balloons began to expand and pop. A horse splattered with paint trotted by with Nick Fury on its back. Jameson leapt out of the smoke in a clown suit, screeched in his face, then vanished. Blinking deliriously, Peter shook his head.

"Uh...what the hell is going on?" he asked, unsure whether to laugh or scream as the chaos continued around him. This certainly wasn't one of his normal visions—at least, he hoped not. This was just downright weird. What kind of jacked-up drugs did that guy put in this gas?

Hundreds of Mysterios suddenly materialized around him, laughing obnoxiously with their arms crossed. Lucky for Peter, he had his spidey sense to guide him. Right as they all posed to strike, he detected where the true attack was coming from, and swung his foot in that direction. The back of his heel rammed against something solid, and he heard a yelp of pain cry from the fog. Everything soon became silent in the gaseous cloud, and Spider-Man narrowed his eyes.

Moments later, a pair of snakes slithered from the mist and hissed at his feet. Barring their jagged fangs, they lunged straight for him. He expected them just to be more of Mysterio's tricks, when his spidey sense suddenly went haywire. Spider-Man gasped as they latched on to his ankles, then yelped as he legs were ripped out from underneath him. He was dragged from the smoke cloud like a fish on a hook and lifted upside-down high above the street.

"You didn't forget about us, did you?" Octavius jeered, his face appearing to Spider-Man as a mess of crazy shapes and colors. He blinked repeatedly, trying to force the insanity from his eyes, but everything continued to look like a Jackson Pollock painting. Doctor Octopus flung him hard against the asphalt, making his skull rattle in his head. He grimaced feebly against the cold earth.

"Aw, poor Spidey," a new voice spoke from above him as he groaned in pain. "I don't think we've even gotten to formally meet!" He bent down in front of him as Peter dazedly lifted his head, and Peter felt him grab his wrist. "The name's Max. Maxwell Dillon."

A horrible electric shock jarred through him once again, and Spider-Man tore away from him rapidly. His whole body throbbed from the blow, and he stared up at the glowing blue figure in disbelief.

"But nowadays, most people call me Electro. And there's nothing I want to do more than fry you to a crisp!"

A blast of energy zipped from the blue man's fingers right at Peter's face. Peter somersaulted along the ground and watched it strike the asphalt he had been on moments ago, leaving a scar of black. He sprung around in a frenzy as Electro's attack persisted, twisting and flipping and jumping across the street, before finally taking the offensive. Spider-Man fired a bio-cable from his wrist that stuck to Electro's face, making him yell in surprise, then gripped the web in both hands and slammed it against the concrete. Electro face-planted into the street, grunting fiercely, before curling his lips back into a grin.

"Nice move, web-slinger. Now it's my turn."

An electric current suddenly zipped up the web-line right into Spider-Man's body. He cried out in agony and collapsed to the ground once more, twitching and gasping as it rippled through his system. After shocking him senseless, Electro laughed and buzzed over his head, joining the rest of the crew on the other side of the road. Huffing coarsely once the onslaught had ceased, Spider-Man winced as he forced himself upright, his muscles feeling stiff and achy.

The smoke had now fully dissipated, and his vision had finally begun to clear. At last he could see all of his enemies standing before him, and it was not a pretty sight. A fat guy with octopus arms, a man wearing an opera cape with a bowling ball for a head, and a dude who appeared to be composed entirely of neon blue energy. They stood together on the empty road, exuding confidence and grinning wickedly. Spider-Man rubbed at his pounding head.

"Damn, w-what is this? The Three Musketeers, American Horror Story style? Where are all of you psychos coming from?"

"Not psychos, Spider-Man," Doctor Octopus insisted with a smirk, licking at the blood dripping down his face. "Geniuses. All of those who stand before you today achieved the forms they have now by unlocking their true potential. I crafted these arms with my vast intellect of science and engineering and merged them with my very being. Mysterio is a master special effects artist and has learned to use his abilities for tactical illusion and torment. Maxwell knows everything there is to know about electricity, and used his studies with bioelectric energy to transform himself into a being of pure energy." He grinned viciously. "Don't you see, Spider-Man? We are masterminds who have used what the world once shamed us for to become the most powerful super beings on the planet. And what better way to prove that truth than to crush the only thing that stands in our way: you."

"Technically my powers sorta happened by accident," Electro murmured, but Doc Ock knocked him on the head with one of his tentacles, shutting him up real quick.

"Wow," Peter said, clearly unimpressed. "You do realize that there are still the rest of the Avengers left if I'm gone, correct? You know, two assassins, a super soldier, a flying tin man, a giant unstoppable green murdering machine, and the Asgardian god of thunder?"

"Oh, don't worry, Spider-Man," Octavius insisted calmly. "The rest of your little friends out in California have already been taken care of. You are the only one left."

Peter knew there was no reason to believe him, but he couldn't help but grow unnerved after absorbing his words. How did he know where they were? Was all of this somehow connected?

Swallowing slowly and forcing the worries from his mind, Spider-Man glared at his adversaries from the center of the street. "Well, what's three mad scientists teaming up on one itsy-bitsy spider going to prove? Talk about a lopsided playing field."

"It will prove that no one—not S.H.I.E.L.D., not the Avengers, and not even you, the amazing Spider-Man—can stop us. Your destruction will be the end of people depending on petty heroes in costumes to protect them. It will be the dawning of a new era of power." Doctor Octopus grinned sadistically. "And goodness, did I hear you say three? Hate to break it to you Spidey, but you're not getting off that easily."

Footsteps that shook the earth suddenly thundered from behind them, and a gigantic figure burst through a parking garage like it was made of tin foil. Dust and concrete spilled off his meaty shoulders, and he snarled menacingly.

"Nice to see yah again, spider-brat," the Rhino snorted, pounding his fist into his palm. Peter's eyes widened beneath his mask, when the sound of an engine humming zoomed above him, and he glanced up to see a giant bird carrying a bright yellow man in its talons. The pair swooped down with the rest of the bad guys, then turned around to leer at him.

"Glad to see you're still breathing after our last fight," the Vulture chuckled, spreading his arms out to flaunt the enormous metal wings attached to his body. Shocker dropped to the pavement beside him, then raised one of his gauntlets threateningly.

"You ready for round two, bug?"

Spider-Man gawked in disbelief. Uh...okay. Yeah. This might be a teensy bit more difficult than I imagined. His wide eyes jumped between every one of their eager faces, sweat beading off his forehead.

"Uh...h-hey guys. How you all been? Beaky, still pruning those feathers daily I see. Shocker, my man, always love that retina-damaging color scheme you rock. Really burns out your eyes. And of course, Rhino! You big sack of love and body odor! Really missed you too, bud. Ooh, is that a nineteenth chin I see? Poking out between your gargantuan nose and your saggy man boobs? I warned you to lay off those Pringles, man!"

The first three bad boys just glared at him furiously, and Spider-Man swallowed the lump in his throat. All of these lunatics—the Rhino, the Vulture, Shocker, Electro, Mysterio, and Doc Ock—working together? How had the original trio repaired and recovered so fast from the beating Peter had dealt them the first time they'd met? And how had they all buddied-up in such a short time? There could only be one explanation.

He hated being right.

Gingerly climbing to his feet, Spider-Man stood before the army of supervillains. "So, lemme guess: the Big Man, right? He's responsible for this. He's responsible for all of you, isn't he? I knew he funded and trained the first three, but I didn't know he made more. Guy must have a lot of time and insanity on his hands."

"The person you call the 'Big Man' was hardly a figure in all of this," Ock stated, his claws snapping at the air. "Yes, he funded us, and yes, he brought us together, but our transformations were solely products of our own work and bidding. We wanted power, and he gave us the objects to create it for ourselves. We incepted the Sinister Six. But seeing that we and the Big Man all shared a common spite to kill you, it was only natural that we all teamed up in order to achieve that goal. Once you're out of the picture, we will truly be free to exercise our unstoppable strength."

Peter kneaded at his aching shoulder as he stood his ground alone. Then he chuckled mockingly. "Yeah, right. You're all just like every other one of his henchmen: terrified. He's got you trapped beneath his control and would instantly cut you off if you disobeyed, and you know it. I bet that's the real reason you're trying to kill me—because he told you to, and you're too afraid to defy him. Stop pretending like you actually have a personal grudge against me; it's all just a facade. You're scared that in a blink of an eye he'll destroy you and take your power away. That's why you call him the 'Big Man' or 'the boss' or whatever. That's why none of you will say his name." Spider-Man grinned knowingly, releasing his shoulder. "Big talk from a bunch of weenies who don't amount to anything more than lapdogs."

He could clearly see the anger boiling in all of their eyes, which more than validated his accusation. At this point, he couldn't decide if that was a good thing, or a very, very bad thing.

"The boy dares insult us?" Mysterio bellowed, whipping his cape around his body like a vampire. "Even now, when he's so clearly outmatched? He shall pay for his arrogance!"

"You're asking for it, pest!" the Rhino spat, stomping his foot.

"You stupid bug. We're gonna pummel you into tomato paste!"

"Yes! It's bug-zapping time for me!"

"Finally, the Vulture get's to claim his revenge!"

"Enough chattering!" Doctor Octopus yelled over them, stepping in front of the crowd with his chin held high. He leered down at the tiny hero standing before his team, the lonely child staring up at the army he had to face, and an imperious smile cracked along his lips.

"Let's end this."

Time seemed to slow down as all at once, the Sinister Six charged at him. The expressions on their faces made it clear—they wanted him dead. Peter took a step backwards, true fear finally rising into his throat. Oh gosh, he thought as they advanced ever closer, eyes darting between them and heart throbbing inside his chest. How am I going to do this? I can't beat them all, can I? What the hell am I supposed to do?

Decision reached: this was, in fact, very, very, very bad.

But when Peter thought back to the dead man lying beneath the car, the woman he had barely saved, and everyone else these bastards had terrorized, he pushed his fear aside. He had to fight. Even if the odds were completely jacked against him, he had to fight. He was the only one here to defend the city, and the only thing that could satisfy these psychos' bloodlust. He had to defeat them all to reach their dickwad boss. If anyone could do it, he could. He was the spectacular Spider-Man, for Stan Lee's sake. Damn right he would try.

Peter exhaled calmly, and his confidence materialized. "Wow, all of you at once?" he asked, bending low to the ground. "Ladies, please. I know I'm irresistible, but this is a bit extreme." Right as the six of them were seconds from trampling him, Spider-Man sprung into the air, laughing as they all dog-piled on top of each other with an orchestra of grunts and yelps of pain. Peter began to blanket them in a thick net of webbing, when a half-buried Mysterio suddenly raised his hand up dramatically.

"B-by the powers of the mystical arts I command: desistere!"

Black smoke began to spew from his palms, and Spider-Man's webbing instantly dissolved into nothing. The Sinister Six were back on their feet within moments, and Peter dropped right in the center of them.

"Come on, who wants me most?" he inquired flirtatiously, then sprung on to Octavius' face. "How 'bout you: tall, fat, and revolting?"

"Get him, you fools!" Doc screeched, jabbing his tentacles at his skinny body. Peter danced and swung every which way, feeling metal arms swing past his body and air blasts zip above his head and bolts of electricity hiss over his skin. Many of their attacks were striking Otto, and he howled in pain.

"Idiots! Hit him, I said, not me!"

"I got him!" the Rhino bellowed, and charged straight at them. Feeling his spidey sense throb in his head, Peter jumped off Octavius just as the monstrous man barreled right into his four-armed friend, and the pair crashed into a building. To follow, Spider-Man landed on top of the Vulture and punched him right in the skull, sending bird-man crashing hard to the ground. He leapt off his back and dropped beside Shocker, who glared at him spitefully.

"Rematch time," he growled, and fired a blast of energy from his gauntlets. Peter ducked evasively and pressed down hard on his web-shooters, feeling the bio-cable zip from his skin.

"You gave me quite a shock during our last fight," Peter admitted as the webs fastened to his yellow costume. "Now let me return the favor."

Double tapping on his upper-palms, electricity snaked through the webs and into Shocker's body. He cried out in surprise, clearly used to his suit blocking most of the pain that came his way, then sank to his knees. Another one down, for the moment. A spark of electricity buzzed by his ear a second later, however, and he whirled around.

"You're asking for it, web-slinger!" Electro yelled, shooting bursts of blue from his hands. Peter sprung out of the way and fired a glob of webbing over his face, making his screams muffled as he jerked around furiously. Peter latched two more webs to his back and activated his tasers again, hoping the overdose of energy would fry him out, but his prediction was wrong. The electricity flowed into Electro, made him glow a brighter shade of blue, then doubled back into the webs. The shock was so strong Peter was sent flying backwards, and he crashed into a hot dog stand with a yelp. As he lied there moaning between the ketchup and the relish, he realized it felt like his wrists were on fire, and he tore off his web-shooters hysterically. Down they clattered to the ground, sparking uselessly and utterly barbecued. No more taser webs for Spidey today.

As the Sinister Six began to regroup, a small fleet of cop cars whipped around the corner, and three officers in blue spilled out with guns in their hands. Spider-Man dragged himself from the wreckage as they ran towards him, shaking his head as he fought to recover. Although they'd probably just end up endangering themselves and causing him even more headaches, a little help fending off the Baddie Brunch at the moment would be appreciated. One of the cops was ahead of the others, and Peter turned back towards his enemies as he ran up behind him.

"Better late than never. I've really had my hands full. I don't know how much you can help, but if you and your buddies have some tear gas on you, maybe you can toss it into the fight from the sidelines, or—"

BANG.

His spidey sense had been ringing from so many different directions that he hadn't even noticed it until it was too late. Peter spun around just a bullet zipped into his leg, lodging itself inside his shin and splintering the surrounding flesh and bone. He gasped in agony and stumbled to the pavement, the sound of the gunshot ringing in his ears. Blood seeped into his costume and dripped on to concrete, forming small puddles beneath his leg. After staring at the wound in a stinging daze, he lifted his gaze to the officer in disbelief.

"W-why...?" he gaped, eyes switching from his face to the gun.

"Put your hands over your head and don't move! Under the authority of the New York Police Department, you, Spider-Man, are under arrest!" He stepped closer to him, pistol trained on his head. Peter couldn't believe what he was hearing.

"W-what...what the hell? I'm trying to save the city from being torn apart by the pack of lunatics behind me, and you just waltz in here to shoot me up and arrest me? What is your problem, man?"

Without answering, the young officer lifted a buzzing radio to his mouth. "Sir? Yeah, I've got him. Shot to the leg and other minor injuries. Few witnesses around. Did the boss order a kill on sight, or are we bringing him in?"

Boss? Peter thought distractedly, staring down the barrel of the gun. Then the realization settled over him like a dark cloud. What? No! It can't be! The—the Big Man? He's controlling the police! How is that even possible? First prison wardens, thieves, psychopaths, and now this? What doesn't this guy own?

"Roger," the officer said as the other two policemen jogged up behind him. Startled, Spider-Man panicked and shot globs of webbing over their weapons and across their faces. All three yelped in surprise, and Peter finished by enveloping their bodies in thick cocoons. They squirmed helplessly against the ground like gigantic treacherous caterpillars, and Peter realized that he couldn't trust anyone at this point. Anyone could be an enemy. He was truly alone.

As he fought the stand, sweat melting into his mask and muscles shaking, it dawned on him just how critical his mistake had been. Pain throbbed through his leg every time it moved, and before he had even reached his feet, something slammed into his chest and sent him crashing into a wall. He slid to the ground with a gasp, eyes struggling to focus on a bright yellow figure.

"Can't get rid of me that easily, bug," Shocker spat, charging up his gauntlets as he walked closer. The rest of the Sinister Six stood behind him, bloody and bruised and absolutely outraged. Another round fired from Shocker's fist, and Peter barely rolled to the right before it exploded against the brick. He sprung on to the wall as a tentacle rammed into the ground then backflipped higher as a lightning bolt almost stunned him silly. Shots were flying from every direction, and the only things keeping him alive were his trusty spidey sense and his screaming instincts. He dropped to the ground as a burst of red smoke popped above his head, when all of a sudden a shadow descended over his skinny frame. The Rhino was hurtling straight for him, and Peter's eyes went wide. He leapt up just as his beastly form rammed into the wall, sending Peter tumbling down his back along with chunks of rubble and mortar. He spilled on to the concrete with a cough, debris bouncing off his body.

"D-dammit," he muttered, pushing himself upright, when a claw suddenly clamped down on his injured leg. He cried out in pain as he was whipped off the ground, and a cruel laugh sliced through the air.

"Dammit, indeed," Octavius mocked him, watching the hero try hysterically to pry himself free of his grasp. "It seems even the police want you dead now. Lucky us." The sharp ends of the teeth dug deeply into his skin, making him want to scream. "Funny how all that crap you went through trying to defend these people amounts to nothing in their eyes."

"At least they h-have eyes," Peter forced himself to say, feeling the shattered bits of his bone shift around inside his flesh. He pulled at the deadly fingers desperately. "I'm s-starting to think you're blind, because if you could see yourself right now, I mean, yikes."

"Looks like you're running out of quips, Spider-Man. As am I patience."

Doctor Octopus threw him right at Shocker, and the yellow man fired an air blast straight into his gut. Spider-Man went sailing backwards until he slammed into an arm rail, causing a small group of people who had been watching the fight from a distance to gasp. His achy body rolled down the stairs until a lady stopped his descent, and she helped him into a sitting position as he groaned in pain.

"Oh my gosh," the young woman gasped, holding him up by the shoulders. "Spider-Man! Are you alright?"

Peter coughed harshly on the steps. His stomach felt knotted and his back nearly broken. Still, he was at least breathing.

"Geez, lady, look at him—he's a total wreck. Of course he's not alright."

"Who cares whether or not he is? Little bastard lured those things here—he's getting what he deserves."

"My friend lost her son to one of those monsters! It's his fault he's dead!"

"Didn't you see him fighting them? I think he's trying to protect us..."

"Doesn't look like he's handling it very well on his own, though. Where are the rest of the Avengers?"

"Spider-Man," the girl said again, ignoring the chatter bubbling around them, "please, answer me. Are you alright?"

Summoning his spidey endurance, Peter shook his head. "Yeah. I'm fine," he insisted, grabbing on to the railing and lugging himself to his feet. The heated babbling quieted somewhat as the people watched him slowly stand upright. He rested the majority his weight on the uninjured leg, and he winced as a stabbing pain shot through his gut from the movement. Blood dripped down his shin on to the staircase, and he gripped his abdomen gingerly. "You all—please. You've got to get out of here. They're going to be here any second."

A book suddenly hit the side of his head. Hardcover, of course. He flinched as it struck him in the temple and dropped at his feet.

"Why don't you get out of here?" an angry man snapped. "Leave our city and take your damn problems somewhere else!"

A few people gasped in shock while others snickered into their hands. Peter just rubbed at his forehead sorely, not exactly sure how to react, when all of a sudden his spidey sense rang inside his skull. He spun around just as Mysterio's head crested at the top of the stairs, laughing evilly.

"Witness the power of the arcane arts! Ad somnum, stulti!"

White smoke began to pour out of his sleeves and down the stairs. The civilians started coughing and hacking on the thick fumes as they blanketed over them. Then, one by one, each collapsed to ground, knocked out cold by whatever the hell was in the gas. Peter covered his mouth and nose with his hand as he stumbled backwards and dropped into the subway station, watching people sink to the floor and smoke billow out of the stairwell. The civilians in the tunnel stared at the scene in shock, and Peter glanced over his shoulder.

"Get away from here!" he cried, scrambling to his feet. "Go! Hurry! Before they—gah!"

A tentacle suddenly shot out of the cloud and seized him by the throat, cutting off his words as he was lifted off the tile. Fortunately, that got his point across, and the people began fleeing down the tunnel in a panic. Spider-Man clawed at the hand curled around his neck, kicking his feet around helplessly, until it cocked him back and hurled him at the subway line. Peter bounced off the top of one of the cars and dropped on to the concrete behind it, managing to land on his feet this time. Blood and sweat drenched his costume, and he was pretty sure his body was more blue than pink. He was getting real sick of being thrashed around like a punching bag real fast. He had to split them up and fight them individually. Time to stop taking a beating and start giving one.

Spider-Man hopped on top of the subway car as the Vulture, Electro, and Shocker filed down the stairs. Doctor Octopus fell in behind them, and Spider-Man offered the four a cheerful wave.

"Yoohoo! Bad guys! Better hurry up! The party train is leaving without you!"

In that moment, the subway began to pull away from the loading dock, and Doctor Octopus gritted his teeth.

"After him! Don't let him get away!"

The Vulture sprinted along the tile with Electro flanking him on the right. As the train began to pick up speed, Spider-Man webbed up the bullet wound in his leg and started running across the tops of the cars, ignoring the pain that every step caused. A blast of blue energy soon zipped past his head, and Spidey shot a look over his shoulder.

"Where do you think you're going, web-slinger?" Electro laughed, buzzing towards him rapidly.

"Crazy. How about you?" He fired a glob of webbing at his face, but he spun to the left with a snicker.

"I'm going to kill you! How do you like that?"

"Ooh, such witty! So banter!" He hopped over another lightning bolt and rolled back to his feet, his arms pumping at his sides. "And actually, I lied. I'm going to Hogwarts. I've heard there's a giant wizard there that really likes spiders, so why not pay him a visit?"

"What is he prattling on about?" the Vulture scoffed as he flew up beside him. Electro shrugged carelessly.

"I don't know, something about wizards and pig zits. I never understand a word this guy says."

"You don't know what Harry Potter is?" Peter gasped in disbelief. "How the hell do you not know what Harry Potter is? Uncultured swine! If there's anywhere here with pig zits, it must be you!"

"Well, there's one thing I do know," Electro sneered. "You're outta train cars."

Peter glanced forward just as his foot met the edge of the subway. His sticky soles stopped him dead in his tracks, and he windmilled his arms a little before regaining his balance. Spidey turned around as fast as he could, and the Vulture sank his talons into his shoulders.

"How's it feel to be hunted like prey?" he cackled, trying to tear him from his perk.

"I'm still not over this you know!" Peter yelled, juggling between staying upright and getting the claws to release him. "I'll tell you what it feels like—like I'm in the Triwizard Tournament fighting a Hungarian Horntail."

The Vulture faltered. "Wait, what?"

Peter slammed his fist into his face. "Ugh! You disgust me, muggle!"

The Vulture went soaring backwards and collapsed against the subway, thick blood gushing from his long, broken nose. Large chunks of Spider-Man's costume still clung to his talons, along with some of his flesh.

"Toomes, you moron! Don't let him sucker punch you like that!" Electro hovered above him as the subway chugged onwards, a sneer torn across his face. "You won't get rid of me that easily!"

"Well, I could, if I decided to go all Avada Kedavra on your ass. But that's not really my style."

Electro shot a sparkly bolt into his chest, and Peter flew off the front of the train. He spun through the air until his feet landed against the engineer's window; he barely managed to keep himself from being sucked under the tracks. He crawled around the front end and on to the side of the cars, popping up over the edge and scratching his head in thought.

"How about Star Wars, then? Huh? If you seriously don't know what Star Wars is, then I'm for real going to lose it."

"Quit your yammering! Why do you even care if I know what it is?"

"Oh, I don't," Peter clarified, bending low against the roof. "I just needed to distract you before doing this!"

He leapt off the car and swung his foot in a swift roundhouse kick. His leg sliced Electro's body clean in half, making his lower half disintegrate and leaving the top part of him flinching in shock. Then he laughed loudly.

"Ha! You idiot! You thought that would hurt me?"

"No," Peter said, pressing down on his palms. A pair of web-lines latched on to Electro's forehead, and Spidey whipped him in front of the moving train. "But this might."

Electro screamed in surprised as the subway plowed right into him, blasting his ghost-like figure to bits. Peter flinched, seriously hoping the laws of energy applied here and that he hadn't actually killed the guy, but simply split him up into tiny, more manageable pieces. Whatever the consequences, it would definitely take him a while to gather himself back together.

"You bastard!" a voice screeched, and someone tackled him from behind. Peter slid until his head was hanging over the edge, eyes watching the tracks whizz by. He threw back his elbow to try to knock his attacker off then rolled upright, but the person managed to stay on top of him. Bleeding profusely and deranged with anger, the Vulture leered down at him savagely.

"That is it, Spider-Man!" he cried, standing on his legs with his fingers around his throat. "I'm done being made a fool of! I'm done being looked down on!" The Vulture grabbed a bundle of metal feathers in his hand and ripped them off his wing. He drew them back behind his head, teeth clenched in his mouth. "Take this!"

The Vulture slammed his fist against his arm, and the razor-sharp quills stabbed into his flesh. Peter sputtered in agony and kicked him off, sending him rolling down the subway for a long distance. He was back on his feet in an instant, however, panting viciously.

"You see, wall-crawler? I've taken what you used before to defeat us and turned it into a weapon of my own. The exact weapon I'm going to use to kill you!" He began tearing more and more feather-blades off his contraptions. Gasping, Peter ripped the knives out of his arm, only to feel four others fly past him and slice through his skin. The Vulture began throwing them at his skinny form in a relentless wave, and try as Peter might to dodge them all, his suit and body were being carved to ribbons. Unable to take it any longer, Spider-Man rolled over the edge and stuck to the side of the train, crawling down the opposite direction it was headed as fast as he could. The Vulture lifted off the roof and zipped after him.

Fingers gliding feverishly across the glass, Peter glanced over his shoulder in shock. He can still fly? he thought, astonished. Even after all of that? How freaking reinforced are those wings?

"You can't escape me, arachnid!" he cackled, gunning his engines to full power. He caught up to him in seconds, and with a powerful, double-footed kick to his back, The Vulture sent Spider-Man crashing through the window, and he dropped inside the subway car. Shattered glass littered the floor and seats, and innocent riders screamed in surprise. He lied in the mess face-down for a moment, breathing harshly and swaddled in agony. Blood was oozing from his cuts in rivers; air was filtering raggedly through his lungs. The frightful murmurs droning all around him seemed distant, and the familiar hum of the subway beneath his body was surprisingly comforting, soothing.

Then the sound of someone smashing through the roof erupted from above. People cried in terror, and debris rained down from overhead. Somewhat jarred back to reality, Spider-Man sluggishly flipped on to his back, senses dull and body heavy.

"Your time is up," the old man jeered, striding towards his vulnerable form. Footsteps shivered across the floor like serpents. His eyes were cold and heartless, and his skin was gnarled like tree roots. Somehow in that moment he reminded Peter of the Grim Reaper coming to claim his soul. The Vulture ripped a single deadly quill off his back and pressed it against his throat, smiling victoriously.

"Kiss the world of the living goodbye, Spider-Man."

Some people were crying out in protest while others sat in indifferent silence. Peter's spidey sense was screaming in his head. He had to move, now. Just as the blade began to break the skin, Peter's muscles sprung into action with inhuman agility and seized the Vulture by the wrist. The bone instantly snapped beneath his grip, and in that same fleeting instant, Spider-Man gathered all the strength he had left inside and channeled it into one single punch. The amount of force behind the blow was so immense, he felt the Vulture's jaw shatter immediately upon impact. The old geezer was flung all the way to the back of the train, completely TKO'd before he even met the floor. The passengers stared at his crumpled form in shock, then glanced back over to Spider-Man who, after a length of strain, managed to struggle to his feet. He looked an absolute mess—costume and body alike shredded to bits, yet he was still able to make himself crack a smile behind his mask.

"Senior citizens...these days," he murmured, stumbling slightly and gripping on to the railing. "Cranky as hell...without their...d-discounted...prune juice..."

"Spider-Man?" one man said uncertainly, watching him sway from side to side. In that moment, the subway began to slow down, and he knew he had to get off as soon as possible. Peter crawled on top of the seats without responding, gripping tightly to his bleeding arm.

"Don't...don't call police," he told them, his eyes shut tight. "T-they're...in on it. Just...I don't know. Call the...the Life Alert...or something..."

Then he slowly climbed through the shattered window, leaving everyone staring in astonishment before the battered hero slipped out of sight.

Shards of glass spit on to the tracks below as he wormed through the opening and on to the roof of the train. Once he was comfortable with the speed, he sprung off the vehicle and stuck to the wall, slipping a little and panting heavily. The train sped away behind him like a thundering bull, and soon he was left all alone in the quiet darkness. After taking a moment to settle his breathing, he began crawling feebly down the ominous passage.

He found an emergency exit a few minutes later. He pushed through the doorway, climbed up the grimy staircase, then stopped when he stepped into a small room caked in graffiti. Lifting his gaze, he discovered the metal escape hatch, and with his failing strength, he shoved his back against the rusty doors. A horrible creaking sound followed, and after a few more seconds of effort, they burst open.

Sunlight bathed over his body as he reentered the world above. He was in the back parking lot of an abandoned restaurant with a large dumpster to his left and the yawning entrance to the sewers on his right. There was lots of space, yet no one else was around. Blinking his eyes, he crawled out of the hole and stood in the warm light. A flock of pigeons pecking around the garbage took off into the sky. Everything seemed strangely quiet. Then he collapsed against the concrete.

"Ow..." he moaned, finally absorbing the full brunt of his injuries. Damn...those bastards did a number on me. I can hardly think straight...

Then he scrunched up his brow. Come on, Parker. Gotta clear your head. Map out a plan. I defeated two, but that still leaves four others. Who knows where they could be or what they could be doing to my city as I'm just lying here. I...I have to stop them. But there's no way I can take them all on in this shape. Not today, anyway, and not alone. I've got to get to a doctor ASAP. I hope Dr. Maes isn't too tied up at the moment to lend another favor to his bloody neighborhood Spider-Man. And I hope the now "Freakish Foursome" will take a break from all their baddie work while I rest up a bit.

Peter couldn't bank just on piecing himself back together, however. That wasn't going to be fast enough. He needed some backup now. He seriously hoped that Ock had been lying about his team being "taken care of" and that they weren't too busy with Hydra in California to come help a bro out. Gritting his teeth, Spider-Man dragged himself to his hands and knees. Gotta call Cap. Have to tell him what's happening and make him come down here with the rest of the crew. This has to outweigh whatever's going on over there. Innocent people's lives are at stake.

He had to get to Avengers Tower so he could contact them. He had to get going. Curling his fists against the asphalt, he slowly pushed himself upright. Then the sound of metal clanging rapidly against the pavement accelerated behind him, and his spidey sense went ballistic.

BAM. A swinging arm suddenly rammed into his side and sent him careening into the concrete wall on his left. He fell back to the ground with a strangled gasp, shivering with shock as blood splattered against the pavement.

Wh-what? What is...?

"Oh dear, Spider-Man. You're looking a little frazzled since I last saw you. Is all this attention just too much for you to handle?"

Doctor Octopus strolled towards him on his four metal tentacles, laughing madly. Rounding the corner right behind him were the other three amigos, all with sadistic grins scarred across their faces. Peter stared up at the quartet of enemies in terror.

"What? H-how...how did you...?"

"Find you?" he asked, lifting a claw up by his head. A small, blood-soaked device sat between the three metal fingers. "Why, I stuck this tracker in your skin when we first met. I didn't want you accidentally running away and getting lost in this big, scary city all by yourself. It was just a precaution in case we didn't kill you right away, one of which I'm quite glad for taking."

Spider-Man remembered the sharp pain that had struck his back right after Octavius had grabbed him off the street, and exhaled shakily. Dammit. They've been following me this whole time.

"Now then," he continued cheerfully, looming over the quivering teen's ragged form, "time to have some fun, boys."

Peter tried scrambling to his feet before the claw could catch him, but he was far too slow. The end of the tentacle clamped around his body and chucked him across the parking lot, where he crashed against the ground and skidded across the concrete. A long trail of blood streaked the asphalt behind him, and he had barely sucked in a breath before a thick set of fingers curled around his wrist. Violently, they yanked him off the pavement and dangled him in front of snarling face.

"Remember this game, little man?" the Rhino snorted, and began slinging his body into anything he could hit. Peter couldn't comprehend what was happening as it went on and on and on. Splatters of red began to paint the parking lot, and after whipping him around like a rag doll for what seemed like a decade, he tossed him carelessly to the ground. His body fell limply against the concrete, and he lied there sputtering in a motionless haze.

Oh gosh. This is not good. Not good at all. Everywhere he looked there was red. There was nothing left of him that wasn't stinging, burning, bleeding, or ripped to shreds. His body was a festering slab of raw meat. There was so much pain in so many different places his brain couldn't decide what to focus on. Everything was broken. Everything was on fire. He watched the dark liquid ooze from his flesh and gather beneath him in a thick, molasses-like puddle.

There's so much blood. There's so much blood. How much blood have I lost? Black dots began to creep around the edges of his vision. Footsteps approached him from behind. How am I going to get out of here? How am I going to call the others? What the hell do I do? A hand closed around his leg, and after a strange sort of tingling sensation, he felt the bone with the bullet inside of it snap clean in half.

"Aaaaaaaah!"

He began screaming in absolute agony. The pain from everything was too much to bear. He just lied against the asphalt, clutching his leg as it all crashed down on him. He throat soon became raw.

"Finally you've found a more suitable use for that mouth of yours," Doctor Octopus chuckled, slithering over to the wailing hero as Shocker stepped away from him. He watched him writhe like a worm on the ground, gasping for breath between cries of pain. "I knew when you went silent that you'd realized you were beat, but this sets it in stone. There's no sweeter revenge than watching your wise-cracking front crumble away to reveal the true creature underneath. You're pathetic."

Doctor Octopus lowered himself to the ground so that he was standing on his own two feet. Then, using all four tentacles, he grabbed on to each one of Peter's limbs and lifted him off the pavement. His screams had quieted to ragged gulps of air, for he was in so much pain that his body felt numb. Octavius stretched him out like a frog prepped for dissection and held him up in front of the Rhino's vicious face.

"O'Hirn, would you care to do the honors?"

The beastly man grinned savagely. "With pleasure, my friend."

Flaring his nostrils, the Rhino took a few steps back. He bent his head down, the razor-sharp horn hooked towards Spider-Man's abdomen. In that moment, Peter's heart grew cold with fear.

Oh no, he thought feverishly.

The jagged point glistened in the sunlight.

He's...he's going to impale me. Gut me like a fish.

He stamped his foot against the ground. Weakly, Peter tried to tear himself free from Doc Ock's grasp, but everything was stiff and unbelievably exhausted. He gritted his teeth in his mouth.

Can't move. Can't move. I'm trapped.

He huffed out a breath, then the Rhino began barreling towards him.

Oh crap. I'm...I'm going to die. Oh my gosh. I'm about to die right now.

With a cry of rage, the Rhino swung his horn towards his stomach. Petrified, paralyzed, and dripping blood, Peter Parker could only shut his eyes as death came flying straight for him.

I—I'm sorry. Everyone. I'm so sorry I wasn't strong enough. Guess this is it for lil ol' Spidey...

Then, with a single word, every one of the bad guys froze. The deadly horn stopped inches from Peter's bellybutton, and he gasped hollowly.

Wait, a voice spoke in all of their earpieces. Spider-Man's advanced senses allowed him to hear it. It was deep, throaty, and rich with power.

"What?" Doctor Octopus breathed in disbelief, forehead creased with impatience. "Who—who is this?"

You know who this is, the voice growled threateningly. The four supervillains suddenly sobered up, glancing at each other with terrified nervousness. This is your boss. Your real boss. And, as of now, there's been a change of plans. I want you to bring the Spider-Man to me. Alive.

The Rhino's arms dropped limply to his sides. "But...we have him right here. I can skewer the little bastard with one blow. Do we seriously have to—?"

Bring him to me, he demanded lividly. That is an order. An opportunity has dawned on me that I refuse to miss, and I will not have your idiocy ruin it. The voice was not one Peter recognized. It continued on like a general commanding his troops. I'll be at headquarters with L. Thomson Lincoln in fifteen minutes. Do not keep me waiting.

Then the receiver went silent.

Jaw clenched tight, Octavius furrowed his brow and frowned disgustedly. He glanced up at Spider-Man's limp form, then cursed under his breath, lowering the maimed hero closer to the ground.

"Don't count yourself lucky just yet, Spider-Man," he spat. "I was about to end your suffering right here and now. But fate has a different plan for you. A longer, more gruesome plan. And I quiver with excitement at the thought of how this city's Kingpin plans on ending you."

Peter lifted his pounding head slightly. What? Kingpin...?

Doctor Octopus glanced over his shoulder. "Mysterio."

The man in the cloak strode towards him, raising his hands into the air. Spider-Man's chest was suddenly seized with terror. His lacerated hands curled into fists.

"No...w-wait..."

From identical compartments on Mysterio's palms, heavy white gas sprayed into his face. Peter coughed raggedly as the smoke poured into his lungs, and within moments his vision began to blur together. The monstrous black sludge invaded his eyes, and all sensation vanished entirely.

Wait! Dammit, I've got to know...

Then his head dropped forwards, and the pain was gone. Everything around him tunneled into darkness.

Who...the hell...is The Kingpin?

---

There. I finally said it. As if it wasn't obvious. :P SOooOoOOooo...yeah. Thanks again for all you awesome peeps who actually enjoy this crazy crap I write. :3 You all make me so excited to write and post these ASAP! Now someone get Peter a bandaid. I'll be over here, writing the next chapter, which isn't exactly any nicer than this one...ehehehehehe. Laters!