As the motorcade proceeds Spider-man travels along the rooftops, having sent Michael to rejoin the Frogman's group. "Surprised that we haven't seen any other villains since Whirlwind showed up." He says over the headset.

"I know it's weird, I thought these guys would jump at the chance to make that kind of money." Liz says as she stands in the crowd as Fakkadi's motorcade passes her. She looks up the road and calls Spidey back. "On second thought scratch that, incoming protestors." She says as the motorcade is blocked from its path by at least a hundred protestors with signs.

"Uh, sir we have a slight problem. How do you want to handle this?" one of the police escorts asks Stacy as they approach.

"We should have them moved by force if necessary." Hayashi says over his radio.

"Not an option. We don't need to cause an incident." Captain Stacy says in counter. "We'll have to reroute the motorcade instead. All cars follow my lead." He turns his car and the others follow down the new route. "Where did all these protestors come from? This route is supposed to be clear." One of the officers says as they round the corner behind Fakkadi's limo.

As they leave the crowd of protestors disappears, an illusion by Mysterio who stands by in his civilian guise, Quentin Beck. He calls over his headset to his allies. "All set, they're in route to your position."

"Okay everyone update time, the motorcade is making a detour so stay sharp." Spidey says as he swings overhead.

As the vehicles head down the new route, the jet-pack trio sit perched on a nearby rooftop and see the oncoming target. "Alright boys time to get paid. Remember, the target is priority, anyone else is fair game as well but he comes first." Comet says as he puts on his helmet and the three leap from the roof, igniting their packs. They fly over the group and begin firing their blasters at the vehicle's wheels.

"So much for no problem huh?" Carter says to a none to amused Hayashi in the squad car just ahead of Fakkadi's limo. The officers in the rear fire shots at the three criminals who take out the tires of the last car in the motorcade, causing it to lose control and almost crash into a group of bystanders. Spider-man sees the danger and webs the car from above, slowly decelerating the vehicle before it can do any damage. "Fire Star I could use a little air support over here."

"I'm on my way." Liz says as she turns into an alley way and transforms. She then flies off in their direction. She reaches her destination to find Spider-man fighting in a mid-air duel with Comet, Warp, and T.C. She quickly intervenes by firing a blast of flames, separating the group. Spidey looks over at her "Fine, I jinxed it, you happy now? And seriously, you need my help fighting these three losers? Don't you fight Vulture?"

"Hey it's just one old, bald guy. Plus these guys have lasers."

"That's not all we've got web head." Warp says as he teleports behind Spider-man and knocks him out of the air. The hero spirals out of control and crashes through the window of a nearby building. He tumbles but manages to regain his footing inches away from a long stairwell.

"Phew, that was close." He says just as Warp teleports behind him.

"Push!" the criminal says as he shoves him and watches the hero tumble down the flights of stairs. "I've always wanted to do that. This mission was worth it for that alone."

"You idiots they're just distracting us. T.C. take care of the girl, we'll finish the job." Comet says as he and Warp head after the limo, T.C. staying to continue the aerial battle with Fire Star.

The two remaining move in to stop the Fakkadi's limousine. Warp reaches it first and taps on the rear passenger side window. "Knock knock." He says tauntingly.

The door suddenly swings back, slamming him in the face and throwing him onto the street. Gwen Stacy peers out smiling as she watches the crook crash. "Who's there?" she says playfully.

Elsewhere, Overdrive sits in a semi-truck colored navy blue with gold trim. He is then joined by Hammer Harrison who sits shotgun. "Okay we're all set in the trailer. Nice color scheme by the way."

"I was feeling a little nostalgic today." Overdrive looks down and sees the motorcade on his monitor. "Time to roll, we'll get right behind them and collect that reward."

"Do you mind if I put on a little music for the occasion?" Harrison asks as he puts a cd into the slot as it begins playing Move by Ludacris as the truck begins to roll onto the street and after its target.

"This is really not good. I thought those heroes were supposed to keep us safe." One of Fakkadi's guards says as he looks out at the fight between Fire Star and T.C.

"Don't worry so much. I've seen them in action. We've got nothing to worry about." Gwen says seated across from the guards who are sitting on either side of Fakkadi, who sits patiently, seemingly not worried by the attack. Just then a big rig rams the last two patrol escorts guarding the rear defense of the motorcade and begins to speed up behind the limo, blowing its horn. "Okay that yeah we can worry about that."

The truck begins bumping the fender of the limo as Fakkadi's guards stick their guns out the windows and begin firing back. "Okay they want to play that game, fine with me." Overdrive says as he flips a switch on the dashboard and a large set of guns pop out from to compartments on the front of the truck.

Just before they can be fired Spider-man returns and fires a glob of webbing on the barrels. He then jumps on the hood of the truck and looks inside. "Well aren't you two just the odd couple if ever there was one?" he then climbs over the top.

"I got it under control. Okay boys time to get to business." Harrison says over a walkie-talkie as he opens the door and climbs to the top of the trailer. "Hey Spidey, guess who?" he says as the other Enforcers bust through the roof of the trailer onto the top.

"Hey ol' son long time no see." Montana says in his new armor. Just then Frogman lands on the roof to the surprise of the group and Spider-man himself.

"What are you doing here? I thought you were watching the kids?"

"I kept them busy." Frogman says.

Across town on another part of the motorcade route Rhino is charging toward Fakkadi's position as the three clones try to stop him, Michael swinging over him firing webs, Vana holding onto his horn, and Patrick being drug across the ground by a web line as he tries to slow Rhino down. "When I get my hands on that no good frog,"

"Now who's the odd couple?" Harrison says mocking the two.

"Let's get down to business." Montana says.

"Okay you don't have the Shocker suit anymore. What do I call you now?" Spider-man asks.

"Bullwhip will do." He says in response as he swings his signature weapons.

"Wait, not Mickey Rourke? Pfft, whatever." Frogman says as he dodges the attack and the other Enforcers launch a simultaneous attack. Spider-man dodges the furious swings, punches and kicks and counter attacks by kicking Ox in the chest. This move would normally not make the large man flinch but the unstable movements of the truck turning is enough to knock him off balance and fall over the side. Marston makes his move and lunges toward Spidey, wrapping himself around him.

"Nice try Marston, but I never fall for the same trick three times." The web-slinger says as he activates a special web cartridge on his belt that releases a large explosion of webbing that forces Marston to release his grip coating him in the sticky substance. He then sweeps his legs, knocking him on his back and sticking him to the roof.

Meanwhile Frogman is being beaten senseless by Ricochet as the Enforcer unloads a large volley of his martial arts skills on the amphibian. "Okay buddy I think I'll let you off with a warning." Frogman says, dazed from the blows. As Ricochet lunges forward for a flying kick the teen falls over, causing the mercenary to fly over the edge. He quickly rebounds off the ground and bounces back toward the truck. Frogman presses a button under the fringe of his helmet that propels him at the oncoming Enforcer. The two collide in mid-air and the resulting kinetic energy throws the two in different directions, Ricochet being thrown through several buildings, and Frogman being caught by Spider-man and webbed to the side of the truck for safe keeping.

"Wow Montana, a new suit and you still can't hit me. And I've always wondered, why did you call yourself the Shocker again?" he evades an attack from behind by Harrison. "Was it because of your powers or because you saw how ridiculous you looked in that outfit?"

"That's it the kid gloves are off." Harrison says as he rushes the hero.

"Like they were ever on." Spider-man uppercuts the charging villain and throws him at the cabin of the truck, one of his gloves hitting the roof, blasting a hole through it as he falls upside down in his seat with a surprised Overdrive looking over. As Bullwhip prepares to continue the fight Frogman yells out. "Time to go Spidey, the truck stops here." He says as both Spider-man and Bullwhip look up to see Rhino, blinded by webbing in his eyes charging at the motorcade, with the clone trio on his back. "Well this has been fun, really should do this again, bye." Spider-man says as he grabs Frogman and leaps away from the truck. The three jump off his back as he barely misses the limo and plows into the semi, knocking it, himself and Bullwhip into the pond in Central park.

Spider-man and the group take a minute to rest and land down on a roof, still keeping track of the cars. "I'll kill you!" Patrick says as he jumps on Frogman attempting to strangle him.

"Get him off me."

Spider-man intervenes, separating the two. "Everyone relax."

"He left us to fight that thing on our own."

"If I recall correctly you said you could handle him with one hand tied behind your back. Don't talk a big game if you can't back it up." Frogman says to the kid.

"Why you," Patrick tries to punch him as his brother and sister hold him back.

"Alright, you two calm down. Listen, first off you don't put these kids in danger. We had a plan. You stay with them and keep them out of trouble. That doesn't mean deserting them when things get to hectic. If it were up to me you wouldn't even be here, but Fire Star asked me to put you on this assignment and I trusted her judgment."

"She asked for me?" Frogman thinks to himself.

"And Patrick I know you want to see some action but you can't go around trying to be tough all the time. No matter how strong you think you are you still need help, okay."

"Fine." He says as he folds his arms and turns away from the group.

"Uh guys, where are you?" Prowler says over the headset. "I could use some help out here." The group look down to see Prowler fighting five figures dressed from head to toe in black.

"Cool, ninja." Frogman says as the group leap into action.

Prowler is having a hard time battling the five as they hit him from all sides. He suddenly bounces back with a series of savage blows that debilitates one of them. "Uh-oh, I think he's lost it again." Frogman says as they reach the limo only to see Prowler throw another of the assassins off the roof. Spider-man fires a net of webbing to catch the man as he lands on it. The web slinger jumps over to Prowler as he attacks the hero along with the ninja. "Come on snap out of it." Prowler stops for a moment only to lunge at Spidey.

The battle rages on as Spider-man switches between fighting the ninja and evading Prowler, who attacks everyone that comes near him. Spidey dodges the attacks, but finds his opponents are extremely agile. Prowler attacks Vana, but Michael repels the attack knocking him back, forcing him to choose a new target, a distracted Spider-man. He then lunges at his unsuspecting target.

Before he can make contact Vana intercepts him kicking him off the roof. "I…I didn't mean to hurt him." she says as one of the ninja attack her, Michael coming to her aid.

As the battle rages on the Squadron return as Comet and T.C. are being pursued by Fire Star. "There they are, loose this girl already." Comet says to his partner. T.C. fires a rocket from his wrist launcher at her. She throws a fire ball at it and the projectile explodes releasing a thick gas that shuts off her powers as she plummets to the ground.

"Spidey, throw me." Frogman says as Spider-man grabs him by the back of his suit and throws him in Fire Stars direction, as he catches the girl in the air and the two tumble to the ground. "Are you okay?" he asks as she gives a nod. She tries to power herself back up but nothing happens.

"We might need a cab." She says.

T.C. and Comet dive on the limo but fire from the squad car ahead forces the leader to pull back as T.C. presses on, blowing off the side door of the limo and lands inside pointing his wrist gun at Fakkadi. M'tave points his gun at the Squadron member. He is surprised however when the second guard point his gun directly at him. "What are you doing?"

"Making a fortune." The guard says pulling off a fake face revealing the Chameleon. "Now Mr. President, you'll be coming with us."

"That's Ms. President to you." Fakkadi disarms the T.C. and slams his head against the dashboard as Gwen catches a surprised Chameleon off guard, disarming him as Fakkadi punches him in the face then kicks him, knocking him out. Fakkadi then pulls off a face mask revealing officer Jean Dewolf, who give Gwen a thumbs up.

On the roof Spidey and the clones continue their battle as the rest of the motorcade moves on. "Keep going we'll handle these pajama wearing clowns." Michael says to Spider-man.

"You're sure?" he asks

"Yeah we got this." The hero swings off as the three on three fight continues. The group switch battle grounds to the top of a passing bus. The trio find it continuously more difficult to keep up with their larger opponents. Comet then circles over the group spraying the roof of the bus with his wrist blasters, causing the bus driver to careen across the road throwing two of the three ninja, Patrick and Vana off the roof. One of the shots comes directly toward Michael, who is to unbalanced to dodge the shot. The final assassin seeing this tackles Michael off the roof as the shot pierces his back and into his chest.

"Stupid fool." Comet says surprised at the assassins action as he flies off.

Patrick and Vana rush over to ninja, who is still holding Michael in his arms. "Are you okay?" they ask.

"Yeah I am." He gets up and stands over the mortally wounded assassin. "Why would he do that?" Michael asks as he reaches down and pulls the mask off the ninja, the man underneath looking exactly like Peter with red hair. He looks at his neck, tattooed on the side is a designation: B-339. Michael and the others step back. "Ben? I don't understand." Ben looks up at the three smiling lightly before his body dissipates to dust. The other four black clad clones look on before running off.

"What's this all about? Why would Father send them?" Vana asks

"I don't know, but let's see if we can't get some answers."

The group finally arrive at the conference where Fakkadi emerges from one of the squad cars in police attire. "Thank you for your assistance." He says to officer Dewolf, who hands him his dignitary clothing.

"Here you are Mr. President. I'd keep them but they're not really my style." She jokes, causing Fakkadi to let off a light smile.

As the group head in Gwen nudges her. "Nice."

"You didn't do too bad kid."

"I had a good teacher."

At the police precinct, Officer Stan Carter is taking account of the criminals arrested during the chase. "Okay so let's see, that's six total. Sylvester Marston, Chameleon, Rhino is being transported back to the Vault, one jetpack crony, Raymond "Ox" Bloch, and Overdrive. Although I don't think you're in our database." He pulls off Overdrives helmet to reveal a woman with blond hair.

"I know her. She used to work for Hammerhead." Spidey says observing from across the room.

"You're sure." Fire Star asks him.

"She hit me with a car at least three times, so yeah I'm sure."

"She's also responsible for the attack at OSCORP. I say we question her, she works for Mr. Negative." Frogman says to the two.

"You guys go ahead and find out what she knows. I still have a little security work to finish." Spider-man says as he heads out.

An hour later and the woman still hasn't talked, sitting quietly in the interrogation room. "Well we know her names Allison Mongraine, age 34. Outside that she won't say a thing. And we don't seem to have her in our database." Carter says as the three stand outside the room.

"Maybe I can help." Scarlet Spider says as she enters with an officer escorting her.

"Where have you been all day?" Fire Star asks her.

"Would it be weird to say I have no idea?"

"Yes, but right now we could use your help. We caught Overdrive and she's not talking."

"She?" Scarlet Spider looks into the room through the slot in the door. "Hm, interesting. But what do you need me for?" the two step aside for a moment.

"Remember that special power I showed you how to use?"

"Yeah but you said it was only for emergencies." The two continue to whisper. "Alright since you put it that way, I'll need two minutes." Carter opens the door as the spider walks in and seats herself on the opposite chair from Mongraine as the officer shuts the door. "So you work for Mr. Negative?" the woman says nothing as Scarlet Spider lets out a sigh. Mongraine looks up at the hero and is horrified to see a large spider monster in front of her. "Now, what do you say we have a little talk, girl-to-monster girl?" it says in a howling voice.

Carter and Frogman stand nervously outside the door as they hear screams from within. Fire Star on the other hand stands patiently filing her nails. The noise then stops and Scarlet Spider emerges from the room. "We have to hurry."

"Why, what happened?" Carter asks.

"Fakkadi's not the target."

"Then who is?"

At the conference, Fakkadi continues his speech, with his guard and the officers on either side of the stage, while Spider-man stays hidden in the shadows on the ceiling listening to the Nigandan president's fiery speech. "My nation has been assured by the Black Panther herself that any further S.H.I.E.L.D. incursions into Nigandan will not only result in a declaration of war against my nation, but against Wakanda as well. We will not allow this organization to steal what is ours, what we have built." He slams his fist on the podium to make his point. Like well-timed clockwork the wall behind him explodes as the Hobgoblin flies in on his glider clapping.

"Oh don't stop on my account. The shows just getting good." The villain says laughing as the crowd flees and the guards fire at him. The bullets bounce off a shield he wears on his left arm, using it to deflect the incoming projectiles. "Ah professor Lansky, your hard light shielding applications never ceases to amaze." The then fires back with his finger gun and pumpkin bombs.

"Wondered when some new villain would show up. But come on Osborn, you couldn't come up with a new gimmick." Spider-man leaps from the shadows and onto the glider as the two begin to grapple, as the glider begins to spiral out of control. They then crash as the glider tumbles across the room. Spider-man jumps on Hobgoblin and pins him to the ground. "Now let's see who's under that mask."

Before he can unmask the villain, the Hobgoblin pulls out a detonator. "News flash: Bold Villain Still Has an Ace in the Hole." He says as he presses the button causing a series of explosions around the room. Out of the corner of his eye Spider-man sees Gwen Stacy being led to the exit by Jean Dewolf, only for falling debris to separate the girl from her police escort. Hobgoblin uses the distraction to punch the hero in the face, knocking him to the ground. He then spots Fakkadi being escorted out by Captain Stacy and two guards on the second floor of the auditorium as they make their way to a secondary exit. "Oh no you don't." the goblin presses a button on his wrist activating his glider. He then turns to a half conscious Spider-man. "You know it wasn't really that hard to get those idiots to go after Fakkadi. He is a more likely target. Even if they did fail it was a suitable enough distraction to keep you busy so you wouldn't see this coming." He hits another button and the glider fires a rocket at the group.

"Fakkadi get down." Stacy pushes him out of the way as the blast hits the ground below them causing the floor under the Captain to give way as a large amount of debris falls on top of him. Spidey watches in horror and hears Gwen scream on the other side of the room as she sees the whole thing.

"Well with that done, I think I'll take my leave but I'm sure I'll be seeing you soon." Hobgoblin jumps on his glider and blasts a hole through the ceiling, exiting the burning, crumbling structure.

"Get out of here!" Spidey yells to Fakkadi as he and his guards rush out. Gwen and the hero rush over to help the Captain.

"Get out of here." He says weakly as Spider-man attempts to clear the rubble.

"No dad, we're not leaving you." She says. The captain on the other hand can see that there are still activate bombs on the ceiling.

"Please get her out of here." He tells Spider-man who reluctantly grabs a kicking and screaming Gwen and swings through the hole made by the goblin. Moments later the building erupts in an even more violent explosion as everyone outside watches in horror.

Spider-man lands on a roof with crying Gwen who pushes him away and falls to the ground. "Gwen I'm sorry about your father."

"How could you possibly understand?" she says, tears rolling down her face.

"Because I know what it's like to lose a father." He says as he pulls his mask off.

She stands up looking in disbelief, shaking her head. "Peter? No, no, no!" she slaps him in the face then falls into him, hitting him in the chest. "It should have been you! It should have been you!"

"I know Gwen, I know."