Early morning at Kingsley industries, Roderick sits at his desk in the middle of a conversation. Just then his receptionist walks in. "Sir you have a visitor. I told him to wait but,"

"Mr. Kingsley." Captain Stacy says as he walks in the room.

"I will have to get back to you. I believe it's time for a coffee break." He says as he hangs up the phone. "Captain to what do I owe this visit. I certainly hope it's not more accusations."

"Mr. Kingsley, I think we both know how this is going to end. We have eye witnesses that connect you to that auction."

"I do believe my lawyers were quite clear that no grounds could be found to link me to that little incident." Kingsley says calmly. "If you have nothing else Captain I suggest you not waste anymore of my time or yours and find some better use of your authority than hassling me. Now if you'll excuse me?" he says as he gestures Stacy to the door.

"Tread softly Mr. Kingsley." The captain says, taking his leave.

On Rykers island its lights out in the Vault as New York's most dangerous are being put into their cell blocks. "Okay, okay. I spy with my little eye something…"Hammer Harrison says as he lies in his bunk.

"…that needs to shut-up!" Marston says on the top bunk. "For goodness sake, how did I end up stuck with you again?"

"Hey it's not that bad. We only have another three months."

"Yeah because that's when our court date is set, then from there three life sentences." As Marston says this, the lights instantly switch back on, followed by a series of large explosions. The cell doors then open and everyone exits.

"Well I reckon this is familiar." Montana says to the group.

"Yeah except this time there's no Spider-man." Fancy Dan says as he stands next to Ox.

"Greetings gentlemen." A voice says over the speaker system. "Today's escape was made possible by the letter H, the number 5, and a donation from local crime families to your devious neighborhood Hobgoblin." The voice says as it laughs hysterically. "Now I would strongly suggest vacating the premises, this structure may not be standing in the next thirty minutes."

As the group head down the halls, they are greeted by a group of about ten mafia thugs. Silvermane steps forward. "What's new boys?"

"Don Silvio, we're here to liberate you." One says. "We've also taken the liberty of grabbing all of your equipment gentlemen." They begin handing the criminals their various possessions. "Um Montana sir, we were unable to locate your Shocker gear. Our inside source has reason to believe it was transported out of state. Our employer, Mr. Gou has taken the liberty to have Tinkerer produce you a new suit." He hands it to Montana.

"I reckon this'll do. Much appreciated boys." He puts the blue and silver armor on and tries it out, finding the suit has two steel whips that detract from the arms he swings them and watches as they effortlessly cut through a wall.

The large cadre make their way outside and see several boats docked on the shore line, with only a few guards standing between them and freedom. They make quick work of the few and head onto the boats. "I don't need no stinkin boat." Rhino says as he simply charges across the bridge to the mainland, smashing anything that gets in his way.

"Hey kid, you coming or what?" Harrison says as Mark Allen, a.k.a. Molten Man stands on the shore. He stops for a moment then hops on board with the rest. As the boats head across the river the crews look up and see the Hobgoblin fly over them back to the city.

The next morning, Peter arrives at the Bugle, having been called early by Mr. Jameson. "Parker your 4.32 seconds late. What kept you?" Jameson yells as Robby Robertson and a blonde girl stand next to his desk.

"I live in the suburbs sir." Peter says.

"Blah blah, details. Here's the point Parker, every piece of criminal scum has…"

"Escaped from the Vault in a mass exodus by unknown means." The blonde says as she interrupts J. Jonah. Peter is visibly alarmed.

"Oh Peter I forgot this is Norah Winters our new investigative journalist." Robby says as the girl shakes Peter's hand.

"Nice to meet you Peter, I can't wait to start working with you." She says excitedly.

"Um can't wait." Peter says slightly confused.

"That's why I called you Peter I want you and Norah to partner up, your pictures with her editorials." Mr. Robertson says. "And this is the perfect time for you two to put those skills to use."

"Yes sir, Mr. Robertson, sir." Norah says as she salutes him. "Come on Parker, move out. Hup hup hup." She grabs Peter and drags him out the door.

The two exit the building, with Norah happily skipping down the street. Norah turns to Peter and sees he is lagging behind. "Hey Pete come on, stop dragging your feet. We got to get to the scene so we can get some primo pictures."

"Actually Norah you go on ahead I'll catch up." He says. She looks at him very peculiar then heads off. He takes out his cell phone and calls. "Hey Liz we have a very big problem."

Across town Liz Allen sits at a table at a small diner drinking a cappuccino. After her call from Peter she decides it's time to make preparations. She dials a number and calls. "Hey Hobie, its Liz I need your help."

"Uh hey Liz, this really isn't the best time. I'm kind of battling inner demons."

"Oh sorry I didn't know. Do you drink?"

"What? No, I'm fighting these guys called the inner demons. Their boss runs a drug ring in the slums." He says in his Prowler gear as he dodges two of the masked men that attack with tonfas. He kicks the one in the chest and slashes the other with his claws across the face. "Listen if I could call you back that would be great. Hey watch it pal that's a new phone!" he shouts.

"Alright I'll meet you later at the usual place."

That evening the group of heroes sans Spider-man meet together in a warehouse they have dubbed the "Spider's web". Frog-man and Prowler sit as a powered down Fire Star enters. "Hey guys, how're you doing?"

"Just fine now that you're here." Frog-man says waving at her.

"She's out of your league bro." Prowler says. "So why are we here?"

"As you probably already know, there was a breakout at the Vault and just about every prisoner escaped. That means there are at least three hundred convicts on the street and it's up to us to capture them."

"Well what about our fearless leader? Where is he?" the amphibian asks.

"He is currently indisposed I'm afraid. He'll meet us when he can, until then it's our job to rein these guys in."

"Then you're in luck I just intercepted a police emergency call that Doc Ock and Electro were busted out of Ravencroft. That should give us a place to start."

"Okay team let's move out."

At the bridge leading to Rykers, Peter is busy taking pictures while Norah tries to get some questions from the security. After some very unfruitful searching she heads back over to Peter. "No luck. Apparently these guys were knocked out before the breakout. Which leads me to believe this was planned from the outside. What are you doing taking pictures of a pot hole? We're supposed to be getting photos for the story."

"I am. What you are currently standing in is Rhino's foot print."

She immediately jumps out of the whole and looks down in amazement. "Wow. So cool, but how did you know that?"

"Well just look ahead of you." She looks across the bridge and sees the long trail extending to the spot they were standing in.

"Okay, but how does something that big hide so easily." As she says this Peter's spider-sense sets off. He looks up and sees a large shadow rapidly descending where Norah is currently standing. He jumps at her and knocks her out of the way. A second later a large green, metallic scorpion like creature lands down. It turns around and shoots its stinger tipped tail at the duo. Peter throws the reporter away but is grabbed as the creatures tail wraps around his leg. It then jumps off with him into the city. "Peter!" Norah yells as the two disappear.

The creature lands on a building and throws Peter onto the roof. "Arena set." It says in a mechanical voice. "Get dressed."

Peter looks up at it. "What are you talking about." He says, feigning ignorance.

"Don't play coy Spider-man. We know all about you. I was hired to terminate you, but I want this to be a fair fight."

"Sorry but I don't fight for sport big green and ugly."

"The name is Scorpion and I'm not giving you a choice." It says as it rushes at him, attempting to crush him with its pincers. He nimbly evades it and climbs down the side of the building into one of the windows and quickly changes into his gear. Scorpion crashes through the ceiling and grabs Spidey in his right pincer. Spider-man shoots web in his face, this action has little effect however and the giant proceeds to slam him against the wall.

"Okay, that just makes him angry." Spider-man punches the top of the claw with all his might and manages to break free, breaking his right hand in the process, causing him to scream in pain. He jumps back and runs through the building as Scorpion gives chase. "Okay think Pete. I can't out muscle him, but maybe I can use that muscle against him." he spins around and webs a fax machine with his one good hand and throws it at Scorpion, sticking it to his back. He proceeds to do this repeatedly with just about every piece of equipment he can find.

"You think this will slow me down Scorpion says as he now has Spidey trapped in a dead end.

Spider-man turns to the villain as he charges him. "Wasn't really trying to stop you, just curious as to how much weight this floor will hold."

"Huh." Scorpion says as the floor beneath him buckles and he falls through. Spidey leans over to look and suddenly has the monsters tail wrapped around his neck as it pulls him down. Scorpion then repeatedly slams him against the walls and floor. "I knew it, you're nothing compared to us. Say it!" Spider-man simply shoots more webs at the creature, enraging him. He proceeds to throw the hero through the floor and begins taking out the buildings supports.

"What's going on over there?" Fire Star says as she sees the destruction from a few blocks away. She flies into the building as Scorpion leaps out and can just barely see Spidey as the building comes down. She rushes down to save him as the structure gives way on top of them both. Moments later she emerges from the rubble, Spider-man's motionless body in hand and flies off.