Volume III: Ends of the Earth Part I

This will be the twenty-third chapter of Volume III and Part I of a two part story, Doctor Octopus assembles his new team of villains consisting of himself, Vulture, Kraven the Hunter, Mysterio, Shocker, Sandman, Electro, Scorpion, Beetle, Hydro-Man, Rhino, Prowler, Chameleon, Speed Demon, Swarm, and Jack O'Lantern as they launched an attack against Advanced Idea Mechanics in order to take control of the company and all it's resources needed for Doc Ock's endgame. Doctor Octopus makes the preparations for his master plan in holding the world hostage using global warming, meanwhile he's got another plan to strike back at his enemies Spider-Man, Ghost-Spider, and Kid Arachnid as the lives of their loved ones will be put in the crosshair. At them same time, Anya is getting suspicious of Miles and what he does in secret, she starts to look into him carefully to find out. The heroes are about to enter the biggest fight of their lives for the fate of the world and their loved ones.

It's May 15th around 3:45 AM midnight, down below in the New York Bay, a hidden underground lair where Doctor Octopus has been in hiding ever since he escaped from the Raft along with his accomplices, he remained in hiding to plan his endgame for the world before his time in it is up, he's still dying from radiation poisoning in his body from his fused harness. Now he's placed inside an exosuit with multiple arms on life support, his body has decayed in these past months and lost all his natural function to his legs and arms, now relies on his mechanical arms as his main support as well as weapons. Coming into the room, his right hand Phineas Mason AKA Tinkerer sees his boss running simulations on his new satellite technology he's been working on in secret, he's calls it the Octavian Lens, the results are promising and Doc Ock is pleased.

"So the simulations are accurate, this technology is complete." Phineas Mason said.

"Indeed, thanks to the global data taken from the Life Foundation all those months ago, I've finally unlock the secret to controlling greenhouse effects, my technology will make that a reality, my Octavian Lens." Doctor Octopus said.

"Amazing, this technology of yours can change the world forever." Phineas Mason said.

"Of course it will, that's what I'm counting on, my friend, I want to use up my remaining time left here to leave behind my legacy, soon the whole world shall remember that I, Doctor Otto Octavius, did the one thing that neither Spider-Man or the Avengers is able to do, save the world." Doctor Octopus explained his endgame.

Doctor Octopus then uses his tentacle to switch the screen from the simulator to the information on Advanced Idea Mechanics, the megacorporation that plays a vital role in his grand plan.

"Do you plan to take A.I.M. now?" Phineas Mason said.

"Not yet, the team is still not ready, we're one man short." Doctor Octopus switches the screen to show the next recruit, Aaron Davis.

"The Prowler?" Phineas Mason said.

"Mr. Davis shall be a great addition to the team. First, we must orchestrate his early release, time to call in some old friends. Soon, I shall have the entire world within my grasp." Doctor Octopus clamp his claw with pride.


The time is 2:44 PM at Midtown Science High School, it's science class where Raymond Warren is teaching seniors, he looks at one of his prized pupils Peter sitting with Mary Jane and Gwen as he's got something to share with the whole class, he looks at the clock and decides that this is time to tell everyone.

Raymond Warren whistle with his fingers and smiled "Alright everyone, listen up, I have an announcement to make... I know that graduation is only a month away, but I can't help it... this year's valedictorian... Peter Parker."

Raymond Warren claps his hands as did the entire class including Mary Jane, Gwen, Mary Jane, Liz, Betty, Flash, and Harry. Peter Parker is stunned to find out that he's valedictorian for this year's graduation.

"Anything to say, Mr. Parker?" Raymond Warren said.

"I'm totally speechless." Peter made a joke.

Raymond Warren giggled at that joke. "Congratulations Mr. Parker."

The clock strikes at 2:45 PM as the bell rang, school ended for the day and everyone is getting out of class, Peter is still processing that he's this year's valedictorian as he's walking with Gwen, Mary Jane, and Harry.

"Congrats Pete, so you got anything great to say at the ceremony?" Harry said.

"Not yet." Peter said.

"You got time, Tiger, just a month until graduation day for you to figure out something to say to the whole school." Mary Jane said.

"Thanks MJ, though I'd thought for sure that Gwen would've been this year's valedictorian instead of me." Peter said.

"Don't worry about it, you deserve it, Pete." Gwen smiled.

Harry sighed. "Just only one month left until our days here are over."

"I know, bummer, but it's inevitable, we all knew this was coming." Peter said.

"Hopefully some of us will still remain friends no matter." Mary Jane said.

"For sure, MJ, that will never change." Gwen said.

"Okay, we should get going, did you get it?" Peter said.

"Yeah, I got it Pete, did you?" Gwen holding up a present.

Peter got a present. "Yeah, today is the day."

"I don't get it, what's today?" Harry is confused.

"We're going to Brooklyn, to celebrate a party for a friend." Peter said.

Peter, Gwen, and Mary Jane all walk away from Harry to go to a party in Brooklyn.


Around 4 PM in Brooklyn at the Residence of Jefferson Davis and Rio Morales, Miles Morales is in the dining room with his closest friends Ganke Lee and Anya as well as Peter Parker, Gwen Stacy, and Mary Jane Watson, on one side of the table is a few gifts from his friends. Coming out of the kitchen Rio Morales is carrying a cake with candle lit up and walking towards her son to celebrate his 15th birthday party.

"Happy birthday to you! Happy birthday to you! Happy birthday dear Miles! Happy birthday to you!" Rio and Jefferson sings "Happy Birthday" together to their son.

Rio placed the birthday cake upon the table in front of Miles who has turned 15 today.

"Make a wish, Hijo." Rio Morales smiled.

Miles take a deep breath and blows out the candles, everyone clapped their hands together, Miles is happy to be surrounded by his family and his friends, but he felt like something here is missing, more like someone is missing who should've been here on this day.

"So what did you wish for?" Ganke Lee said.

"Ganke! Come on, you know he can't jinx it!" Anya said.

"Happy birthday son, it's not everyday you turn 15 and yet you still look like the same young boy we've raised for two years." Jefferson Davis said.

"I guess my growth spurt hasn't kicked in yet, that comes later." Miles said.

"Some people grow earlier or late." Gwen said.

"She's right, be patient Miles, eventually you'll start to grow taller." Peter said.

"Thanks." Miles starts to sadden a bit.

"What is it, Hijo?" Rio Morales said.

"Nothing Mama, this is great, having you and everyone here, it's just..." Miles said.

"You miss him, don't you? Aaron?" Jefferson Davis said.

Miles nodded his head. "I miss him."

"It's okay, Miles, I'm sure that he misses you too." Jefferson Davis said.

Rio Morales thought of something to cheer everyone up. "Okay, why don't we have cake?"

Miles smiles. "Sound good."

"Everyone grab a slice." Rio Morales said.

Rio is cutting up the birthday cake and placing each slice on small plates, everyone each got a slice and started to eat their cake, Miles is feeling a bit better, but a part of him misses his Uncle Aaron who's back in prison again after he was arrested for his crimes as the Prowler, he wanted Aaron to be here on this special day.


It's 4:32 PM at Rikers Prison, a number of inmates are hanging out in their cells for recreation, from listening to radio or reading a book, Aaron Davis is in his cell with his cellmate Fredrick Myers who's paying a crossword puzzle, Aaron is looking at the calendar to see it's May 15th, today is Miles's birthday, he just turned 15, it's a shame he couldn't be there for his nephew on this day, he hasn't seen Miles since the last time he came by to visit, Aaron had to push him away to protect him, but he still care for him.

Aaron Davis sighed in sadness. "Happy Birthday Miles."

"Who is this, Miles? Your son?" Fredrick Myers said.

"Nephew, he's a good kid." Aaron Davis said.

"It's nice you got family you care about." Fredrick Myers said.

"I haven't seen them for a long time, last year when I got out, I wanted to change and become better, go legit." Aaron Davis said.

"So how did you end up going from simple ex-con to supervillain?" Fredrick Myers said.

"Someone very powerful here has me on a leash, he threaten my family if I refuse to do his bidding." Aaron Davis said.

"Dang." Fredrick Myers said.

"What's your story? How did you ended up in here?" Aaron Davis said.

"Seriously? You never heard of me?" Fredrick Myers said.

"Should I?" Aaron Davis said.

"I robbed a bank, wanted to make a name for myself, I called myself Boomerang, I came across the hero Spider-Man and managed to escape from him, but I ended getting caught by Ghost-Spider, and that's why I'm here." Fredrick Myers told his story.

"You should've sticked to the simple life, look where all this got you. Do yourself a favorite, if you ever do get out, try to stay out of this life and don't let yourself be indebted by a mobster, otherwise he'll own you." Aaron Davis said.

"I'll keep that in mind, the mobster part that is." Fredrick Myers said.

All of a sudden, the cell sink is shaking that made Aaron and Fredrick worried, they have no idea what's causing it to move like that, the water faucet opens itself as water is coming out, living water as it made it way upon the floor and forms up in a shape of a human, it's Hydro-Man.

"Aaron Davis?" Hydro-Man said.

"Yeah?" Aaron Davis is confused.

"The name's Hydro-Man, I'm here to bail you out, Prowler. Let's go." Hydro-Man said.

"Wait! Who sent you?" Aaron Davis said.

"Someone who can offer you freedom and a chance at a fresh start, clean slate. Interested?" Hydro-Man said.

"Yeah." Aaron Davis accepts the offer.

"Then let's go." Hydro-Man leads the way.

"Hey! What about me?!" Fredrick Myers said.

"Who are you?" Hydro-Man before he leaves with Aaron Davis.

Fredrick Myers sighs in disappointment. "Seriously!"

The prison guards on this cell block noticed one of the inmates heading towards the courtyard with someone who isn't an inmate here, the guards pull out their guns and started shooting at Hydro-Man who is unaffected by the bullets, he then counters by unleashing a stream of water upon them and neutralizing them. Wilson Fisk is inside his cell to see Aaron Davis escaping with a supervillain, he has no idea what's going on, but someone has arraigned a prison break for Aaron, but the question is who and why? Eventually they made it to the courtyard where some inmates are hanging out talking and playing basketball until they've spotted a supervillain here, the guards up in the tower spotted them as they aim their rifle, but a rocket was launched and blew up the tower, the guards all jumped off the tower before it blew up, everyone looked up to see Beetle in the air.

"I see you came prepared." Aaron Davis is impressed.

Beetle aims his wrist launcher towards the prison wall, he fired a wrist rocket and it blew up, shattering the wall into pieces.

"Alright, everyone out!" Beetle tells the inmates.

All the inmates in the courtyard took the opportunity to escape and cause a diversion, the whole prison is on alert, Hydro-Man leads Aaron away from the prison towards the edge of the water.

"Okay, now what?" Aaron Davis said.

Beetle landed down and hands Aaron a duffel bags. "Get changed, quickly, we don't have much time."

Aaron opens up to see a scuba suit along with a mask and tank, Aaron took the opportunity to change out of his prison uniform and into the scuba suit as quickly as he can, if the prison has trigger the alarm, then the NYPD will be on their way along with the heroes. Aaron is finished putting on the scuba suit and tank on his back.

"There, I'm done." Aaron Davis in a scuba suit.

"Okay, hold on tight, we're going in." Hydro-Man said.

Aaron puts on the breathing mask as Hydro-Man got a hold on him and Beetle, he dived them all down into the water and ventured deep underwater, Aaron managed to escape from Rikers Island with the help of Hydro-Man and Beetle.


Time is 4:41 PM at the Residence of Jefferson Davis and Rio Morales, Miles is opening up his presents he got from his friends, Rio and Jefferson are happy to see their son surrounded by great friends, but their happiness got interrupted by a phone call in Jefferson's pocket, the phone's theme is that of the NYPD as Rio realized that her husband is needed for police work.

"Really? On this day?" Rio Morales said.

Jefferson pulls out the phone and answer the call. "Sergeant Davis..." Jefferson is hearing some bad news that happened very recently. "What?! When did this happen?!"

Peter, Gwen, and Miles noticed by Jefferson's voice that something has come up, something bad.

"I'm on my way." Jefferson Davis hangs up the call.

"What is it, dad?" Miles said.

"There has a been a prison break at Rikers, I gotta go, I'm sorry to leave you on this day, son." Jefferson Davis said.

"It's alright, dad, duty calls." Miles said.

Jefferson Davis smiled. "Right, duty calls."

Jefferson is leaving the house to respond to a prison, Peter, Gwen, and Miles are worried about this prison break at Rikers, they figured that they should be there to assist, but this is still Miles's birthday, all three went to the corner of the house to speak in private, Anya noticed something with those three like they needed some privacy to talk which made her suspicious.

"We should go." Miles said.

"No Miles, it's better they don't see all of us leaving, besides this is still your day, let me and Gwen go, we got this." Peter said.

"He's right, stay and celebrate with your mom." Gwen said.

"Okay, be careful and let me know if Uncle Aaron is alright, he's still family." Miles said.

"Will do." Peter said.

"Good luck." Miles said.

Peter and Gwen are leaving the house as Miles joins up with his mother, Mary Jane, Ganke, and Anya. Anya always noticed something strange about Miles in the past year she known him, he always disappears suddenly and now Peter and Gwen are doing the exact same thing, she wonders what those three are hiding.


Meanwhile deep down in the New York Bay in the underwater base, Hydro-Man finally arrived with Beetle and Aaron Davis as the escapee takes off the goggles and mask, the air in here is breathable, Aaron is surprised that there's a place like this underneath the bay and nobody noticed, Hydro-Man and Beetle escorts Aaron down the lair where they arrived at the command center where Doctor Octopus is waiting along with Tinkerer holding a case in his hand.

"Mr. Davis, welcome, I've been expecting you." Doctor Octopus said.

"And you are?" Aaron Davis said.

"My name is Dr. Otto Octavius, but you shall address me as Doctor Octopus." Doctor Octopus said.

"Doc Ock? My god, what happened to you?" Aaron Davis looks at Doc Ock's new appearance.

"Ah yes, as you can see, I'm not the man I was once... I'm dying, I only have months left to live." Doctor Octopus said.

"Sorry to hear that, Doc, but what does this all have to do with me?" Aaron Davis said.

"I'll get straight to the point, I want you to join my new team, Prowler." Doctor Octopus said.

Aaron then looks around to see a team of supervillains here consisting of Vulture, Mysterio, Sandman, Shocker, Kraven the Hunter, Chameleon, Electro, Rhino, Scorpion, Hydro-Man, Beetle, Jack'O Lantern, Swarm, and Speed Demon with Doctor Octopus being the leader, all that's missing is him, the Prowler. Phineas Mason steps up towards Aaron and holds up the case, he opens it and shows the new Prowler suit, Aaron took the helmet and looks upon it, he'll become the Prowler again.


Later around 5:01 PM at Rikers Prison, all of corrections managed to round up the escapees attempting to escape from the island, luckily being on an island in the middle of the bay made it difficult for them to escape by water, Jefferson Davis is with Captain Watanabe talking with the corrections officer in charge about the situation, coming in swinging across the bridge is Spider-Man and Ghost-Spider as they landed down in front of mobile command center on the island, Captain Watanabe and Sergeant Davis finished talking and went to speak with the heroes.

"Spider-Man, Ghost-Spider, thank you for coming, as you can see, the situation is under control, many prisoners are all accounted for except for one." Yuri Watanabe informs them.

"Who?" Spider-Man said.

"My brother, Aaron Davis." Jefferson Davis said.

Spider-Man and Ghost-Spider are stunned to hear that Aaron Davis has escaped.

"How?" Ghost-Spider said.

"We still don't know yet, the surveillance system has been down due to hacking, the guards who attempted to stop the escapee are still unconscious, whoever did it must've had great resources to make it happen." Yuri Watanabe said.

"Question is, who would go through all this trouble to help him escape?" Jefferson Davis said.

Spider-Man might have a theory. "I think I know where to start."

(Later)

Inside the prison, Spider-Man and Ghost-Spider are in the cell block where Aaron used to stay in, they're questioning Wilson Fisk, the Kingpin, as they know Fisk once hired Aaron to help his son in taking the city, they hope that he's got some answers.

"Hello Willie, long time." Spider-Man said.

"You got a lot of nerve to see me, Bug." Wilson Fisk said.

"I see you still carry so much hate for me." Spider-Man said.

"You're the reason I'm in this hole in the first place, you and that Parker punk destroyed me, my wife is dead because of you." Wilson Fisk still hates Spider-Man deeply.

"We're not here to talk about your wife, we're here to talk about your old associate, Aaron Davis." Spider-Man said.

"Who?" Wilson Fisk pretended to be clueless.

"Don't play dumb with us, Fisk, we've done our homework, we know that he's spent time here in this same cell block, so don't act like you don't know who he is." Ghost-Spider said.

Wilson Fisk smiled. "Even if I knew him, what does all this have to do with me?"

"Come on, the attacks on the crime lords months ago, you're not going to tell us that you had a hand in that?" Spider-Man said.

"Or what about that assassination attempt on Parker and Watson more than a year ago?" Ghost-Spider said.

"All speculation, but you can't prove anything." Wilson Fisk said.

"Yet." Spider-Man said.

"Listen Insect, I won't deny I still carry all this hate for you and I would love nothing but to see you dead for all pain you've caused me and my family, but unfortunately I had nothing to do with this prison break. Did it ever occur to you that you have more than one enemy who has a vendetta against you? Whoever is behind this, it wasn't me." Wilson Fisk assured of his innocence.

"I see... we're done here." Spider-Man walks away.

"For now... one day, I will get out and finish what we started years ago." Wilson Fisk threatens Spider-Man.

Spider-Man still looks away. "I'll be waiting."

Spider-Man and Ghost-Spider walks away after finish their uneasy conversation with Wilson Fisk, they walked back to talk with Jefferson and Yuri.

"Well?" Yuri Watanabe said.

"I don't trust anything he says, but I don't think this was him." Spider-Man said.

"Anything at your end?" Ghost-Spider said.

"Still nothing." Yuri Watanabe said.

"Let's check his cell, maybe his cellmate might've seen something." Jefferson Davis said.

Yuri and Jefferson leads the heroes to the cell where Aaron has been stay at, inside the cell is the cellmate Fredrick Myers sitting all alone, he then looks up to see Spider-Man and Ghost-Spider again.

"Spider-Man? Ghost-Spider? It's been a long time." Fredrick Myers said.

"Do we know you?" Ghost-Spider said.

Fredrick Myers sighed. "Really? Am I that forgettable?"

"Care to help us remember?" Spider-Man said.

"More than a year ago, I came across you at a bank and almost escape until she caught me." Fredrick Myer hinted his identity.

Spider-Man is thinking until he figured it out. "Oh! I remember, you're that guy who throws those boomerangs."

"Finally! Somebody remembers me! I'm very flattered!" Fredrick Myers said.

"You're Aaron's cellmate, aren't you? So you must've seen what happened here, please tell us." Ghost-Spider said.

"Well... since you're kinda nice enough to remember me, I'll tell you. Me and Aaron were hanging out here until the sink started to shake, and all of a sudden coming out of the faucet is this guy who is like living water." Fredrick Myers explains.

"Wait, did you say living water?" Spider-Man is stunned.

"I know what I saw, Spidey, the guards tired to stop him, but this guys overpower them easily, after that he and Aaron were never seen again, that's all I know, I swear." Fredrick Myers said.

Spider-Man and Ghost-Spider looked at one another and says. "Hydro-Man!"

"What's a Hydro-Man?" Fredrick Myers is unfamiliar.

"A supervillain, thanks for you help... ah..." Spider-Man couldn't figure out his name.

"Boomerang." Fredrick Myers said.

"Of course, Boomerang, thank you for your time." Spider-Man walks away.

Ghost-Spider and Spider-Man walks away from the cell to speak in private about this news of Hydro-Man.

"Do you think he's lying? It can't be Hydro-Man, he's frozen on ice at the Raft." Ghost-Spider said.

"I don't know, I'll contact S.H.I.E.L.D. to see if it's really Hydro-Man on ice, but it's possible, from what I've learned, even Rhino never made it to the Raft." Spider-Man said.

"Okay, if it wasn't Fisk, then who could be pulling the strings on Hydro-Man?" Ghost-Spider said.

"Only one person I know of would send a supervillain to break out another... Doctor Octopus." Spider-Man said.

"Doc Ock? We haven't heard from him in a long time." Ghost-Spider said.

"This was all him... he's back." Spider-Man said.

Spider-Man and Ghost-Spider are stunned to find out that Doctor Octopus is back and he's behind this prison break.


Later around 7 PM at the underwater lair, Aaron Davis is dressed up in the Prowler suit Tinkerer provided to him, he's now the Prowler again as he joins up with the other supervillains assembled together consisting of Vulture, Mysterio, Shocker, Sandman, Kraven the Hunter, Chameleon, Electro, Rhino, Scorpion, Beetle, Hydro-Man, Swarm, Speed Demon, and Jack O'Lantern, Doctor Octopus moves up to the front for all of them to see as he's about to make an announcement about his grand plan.

"Welcome gentlemen, soon we're about to make history, you're all the lucky few, the chosen, this world is about to be within our grasp as we'll soon emerge victorious for the first time." Doctor Octopus said.

"Exactly what are we about to do here? Don't you think you owe us an explanation?" Vulture said.

"Bare with me, Toomes, I know that in the past some of us had some setbacks due to our defeat at the hands of Spider-Man and his friends, but this time will be different, for months I've remained hidden in the shadows, preparing, waiting for the right moment for us to be on the winning side. I have in my possession technology that shall change the world, with it we shall hold the entire world hostage, the governments shall give into our demands. But first we must acquire vast resources to build this technology, something we still don't have yet, and I know where to get it. Gentlemen, as of this moment, we are the Sinister Sixteen." Doctor Octopus said.

"So that's your plan? All of us being a team?" Swarm said.

"I know you're still new to this, Swarm, but this is necessary." Doctor Octopus said.

"I have no problem in taking down this Spider-Man, but I still have some reservations working with some people." Swarm looks at Prowler.

"You got something to say to me, you Nazi?" Prowler get's the idea.

"You don't want to hear it." Swarm said.

"Trust me, it's not easy working with someone who almost killed my brother." Prowler carries a grudge.

"Your brother?" Swarm is confused.

"He's a cop." Prowler said.

"Oh, I remember now. Ja, I had no problem trying to kill him." Swarm said with pride.

"Funny, I was going to say the same thing for a hater like you." Prowler is getting worked up.

Rhino steps in to break up the fight. "Take it easy."

"Stay out of it, Russian." Swarm said.

"Care to say that again, German?" Rhino is threatening.

Swarm is about to disperse himself into thousands of bees to attack Rhino and Prowler, until Doctor Octopus uses his tentacles to break up the fight.

"ENOUGH!" Doctor Octopus yells out loudly in anger. "I don't care about all your issues, we all have one thing in common, we've all been wronged by the same man, so lets just all focus on our share views on revenge and once this is done, we can all go our separate ways. If any of you deviate from this, then I'll finish each of off myself, clear?!"

Swarm, Prowler, and Rhino all calm themselves down and focus on their share hatred for Spider-Man and his friends.

"Good, now that we're all friends, time for a trip to the Caribbean." Doctor Octopus said.

"I don't get it, what's in the Caribbean?" Prowler said.

"The one place where we shall have all the resources needed for our grand plan." Doctor Octopus said.

The Sinister Six has been renamed the Sinister Sixteen, now Doctor Octopus plans to lead his new team towards the Caribbean for the first phase of his master plan, soon the whole world is about to be at his mercy.


The time is 8:04 PM at the Spider-Cave as Gwen in her Ghost-Spider suit is at the supercomputer listing down Doctor Octopus along with all the supervillains he's been associated with and those he most likely recruited, Peter in his Spider-Man suit is at the phone talking with Nick Fury, coming into the lair is Kid Arachnid as he takes off his mask and shows off as Miles, he came as soon as he got the word that Uncle Aaron has escaped prison.

"Is it true what my dad say? Uncle Aaron escaped?" Miles said.

"Yeah, it's true, apparently Hydro-Man broke him out." Gwen said.

"Hydro-Man? Isn't he on ice?" Miles is confused.

Peter hangs up the phone. "No, I just talked with Fury, apparently the Hydro-Man at the Raft is an ice sculpture, the real one is free."

"What? Someone Houdini'ed Hydro-Man? Oh Man, that can't be good." Miles is worried.

"It gets worse, the S.H.I.E.L.D. quinjet that was transporting Rhino to the Raft was hijacked, and I heard back from Tony Stark, Beetle has escaped from LAPD custody months ago, so we got two more supervillains on the loose. If I had to guess, this was all Doc Ock." Peter said.

"Doc Ock? Never though we hear from him again." Miles said.

"Neither did we, he's been underground ever since that incident at the Life Foundation." Gwen said.

"Why did he go through all this trouble to spring my uncle from prison?" Miles is clueless.

"If I didn't know better, I'd say he's back to his old tricks of assembling his team of supervillains, if that's true, then it means that something big is coming, soon. Whatever it is, we have to find him and stop him, before it's too late." Peter said.


It's May 16th, the time is 5:49 AM in the Caribbean, on an island nation of Barbuda, the main headquarters of Advanced Idea Mechanics, as called A.I.M., the whole headquarters is guarded 24/7 by a private army armed with advanced weaponry supplemented with war vehicles. Coming to the entrance is a limousine, the chauffeur went to open up the back door where Monica Rappaccini, CEO of A.I.M. and the Scientist Supreme, is stepping out and greeted by her assistant.

"Ms. Rappaccini, you're early."

"When you're running an worldwide organization, you're always busy. Is everyone here?" Monica Rappaccini said.

"Yes, they're waiting in the conference room."

"Excellent, let's not keep them waiting." Monica Rappaccini said.

Monica and her assistant walks into the building as far away from the headquarters, the Sinister Sixteen are hiding nearby looking at the building that is built like a fortress, but that won't be a problem for them as each of them have powers that'll give them an edge against them.

"There is it, A.I.M., the megacorporation with all the resources we need for our master plan, soon it'll be ours for the taking." Doctor Octopus said.

"It won't be easy, security here is very tight, their system is cutting edge and they have a private army ready to respond." Vulture said.

"That won't be a problem for us, we have everything we need to take it by force. Our friend is already inside awaiting for us. Gentlemen, time to make some noise." Doctor Octopus said.

The Sinister Sixteen all made their move to attack A.I.M., Beetle and Vulture flew on ahead, at the gate, a couple of guards spotted something coming in with wings, they started to shoot at him, Vulture took evasive action and dodge the bullets, he then counters by tossing some razor feathers and took out the guards, the alarms has been tripped as the perimeter turrets are online, Beetle flies in and fires his wrist rockets, the turrets blew up, he destroyed them easily. After the guards and turrets are taken down, the gate itself is closed tight, Rhino is coming in charging.

"Make way!" Rhino running hard.

Rhino came in charging and tackled the gate hard as it fell down upon contact, the rest of the Sinister Sixteen came inside the perimeter as they still have a big fight ahead of them.

(A.I.M. Headquarters)

In the conference room, the Scientist Supreme along with the council all heard the alarms as something is happening outside of the building, making everyone worried, Monica Rappaccini pressed the comm device on the table to find out what's going on outside.

"What's happening out there? Report!" Monica Rappaccini demands.

"Ma'am, we're under attack by supervillains, they've breached the gate and are making their way towards the building."

"Sent out the regiment and activate the shield!" Monica Rappaccini gave the order.

After finding out what's going on outside, Monica took steps to protect herself and the council from harm, more soldiers came into the room, she then activates the security protocol here in the room, the whole windows are being closed off by steel plates and sealed the doors, locking everyone inside, the conference room is also a panic room built to protect the VIPs inside.

"Everyone stay calm, as you can see, we're perfectly safe here." Monica Rappaccini said.

Everyone remains seated and stayed inside the panic room waiting for the whole event to be over with.

(Outside)

The fight is continuing outside the doorsteps of A.I.M. headquarters as Sandman enlarged his fist and stretches his arms for a long punch, he knocked out several soldiers out cold, Shocker unleashed a powerful vibro-shock blast and destroy a vehicle with a mounted gun on top. A tank fired off a projectile and missed, Rhino came in charging and tackled the tank, flipping it over with all his mighty strength. A squad of soldiers are coming in with their guns aimed at them all, but before they could shoot, something came in super fast and disarmed each of them, it was Speed Demon. Swarm dispersed into thousands of bees and sent them against some soldier with very little protection, stinging them with venom. Scorpion came in and swings his tail, sent several flying off the ground, Jack O'Lantern is flying on his hovercraft tossing down some pumpkin bombs, blasting a few soldiers off the ground. All of a sudden, the building's security system activates as more turrets are online and the shield is forming up all around the building, trapping everyone inside, the turrets open fire pinning down the Sinister Sixteen.

"Electro, go for the power generator inside." Doctor Octopus said.

"On it!" Electro flies up ahead.

"Beetle, Shocker, Prowler, cover fire." Doctor Octopus said.

Prowler, Shocker, and Beetle all fired off their energy blasts to provide cover fire for Electro and took out a few turrets, Electro eventually made it inside the building as he encounters more soldiers inside all attempting to stop him, but Electro is too powerful for them to handle, the supervillain managed to zap them with his electrical discharge. The Sinister Sixteen outside are still pinned down as reinforcements are coming to make things more difficult for the intruders. Electro eventually made it to the generators where all the power is being produced for the building and all its weapons.

"So much power... now it's mine." Electro reached out his hands.

Electro then began to siphon off all the electricity from the generators and taking it for himself, the whole building is out of power and the lights have shut off, the barrier formed around the place has disappeared and the turrets shut down instantly, Doctor Octopus sees that Electro has done his part, now its up to the rest.

"He did, move in!" Doctor Octopus said.

The Sinister Sixteen all charged in and took down anyone who stood in their way, A.I.M. is now vulnerable.

(Inside)

Inside the panic room, the Scientist Supreme and the council are still sealed in tight as the whole place has gone dark without power, the panic room's backup generator activates and the room's lights turned back on, but everyone is on edge as someone is managing to best A.I.M.'s army easily, Monica Rappaccini still remains calm and in control despite everything. Down the hallway, Doctor Octopus is taking charge and uses his tentacles to attack any soldiers he comes across, nobody is powerful enough to stop him and his team, eventually they made it to the conference room where A.I.M.'s leaders are all in one place, the place is sealed tight by steel doors.

"Rhino, care to do the honors?" Doctor Octopus said.

Rhino steps up to the steel doors, he then started to pound hard on the doors trying to break them down with all his strength, but it's impossible. Everyone inside can hear the loud pounding noise coming from the outside, they're trying to break the doors down hard. Rhino keeps on pounding hard, but still no luck, Rhino eventually gave up and looks back at his boss.

"Sorry boss, not even a dent." Rhino said.

"No matter, I have another way." Doctor Octopus moves forward towards the doors and knocks with his claw. "Hello! If you can hear me inside, my name is Dr. Otto Octavius and I have a business proposition for your organization, open up and we can talk business."

Monica Rappaccini from the inside makes her move. "You're a fool if you think you can take on A.I.M., you underestimated me, Dr. Octavius."

All of a sudden a gun is aimed at Monica's head from her assistant, she looks at him as he takes off his face mask and reveals himself as the Chameleon, he managed to infiltrate A.I.M. disguised as her assistant.

"As did you, Ms. Rappaccini. Now, can you please be a dear and open up, my associate Chameleon has an itchy trigger finger and there's no telling when it'll be pulled, so I'd advise you to cooperate." Doctor Octopus speaking from the outside.

Chameleon moves the gun closer to Monica's temple, threatening her life some more, Monica still remains as calm as she can and accepts that she's at a huge disadvantage, she has no choice but to comply to Doctor Octopus's demands, she shuts down the lockdown and opens up the steel doors, Doctor Octopus is pleased the doors are finally opened as he makes his way into the panic room where the Scientist Supreme and the council are together before him.

"There, was that so hard?" Doctor Octopus crawls using his tentacles in front of the table. "I apologize for using such cruel means to get your attention, but it's necessary. Now that I have it, let's talk business."

"What do you want?" Monica Rappaccini said.

"I want the world and here's how." Doctor Octopus holds up a flash drive in his claw.

Doctor Octopus plugs the drive into the USB slot and access the holoscreen in the middle of the table, showing off the new satellite technology he invented to the whole A.I.M. council.

"What exactly is this?" Monica Rappaccini said.

"My masterpiece, I call it the Octavian Lens, this technology has the ability to manipulate greenhouse effects on Earth's atmosphere." Doctor Octopus explains his technology.

"Manipulate? How?" Monica Rappaccini is curious.

"The Lens themselves can eliminate the harmful rays the greenhouse gases produce, which causes heat to build up in the atmosphere and heating up the entire planet, causing global warming." Doctor Octopus explained.

"So that's your plan? Saving the world?" Monica Rappaccini said.

"I'm not finished yet, Ms. Rappaccini. However, my technology can also increase the rays making the planet heat up to dangerous levels, killing off any life through global warming." Doctor Octopus explained.

"Amazing... this technology can hold the fate of the world to whoever controls it. But my real question is, what is it you want from us?" Monica Rappaccini said.

"Very well, straight to the point, I need resources to build and deploy this technology, A.I.M. has the means to build them using subsidiaries around the world and controls launch sites to deploy them into space. But I want more than that, I want you to turn over everything, and I mean absolutely everything A.I.M. has over to me, I shall lead it into the new future." Doctor Octopus wants A.I.M.

Monica Rappaccini smirk. "You can't be serious."

"Very serious, Scientist Supreme, at least I can lead this organization better than you ever did. You proven to be a inefficient leader since that incident with Iron Man and Spider-Man." Doctor Octopus said.

"How do you know about that?" Monica Rappaccini looks surprised.

Doctor Octopus looks to Chameleon. "My Chameleon friend here has been studying your organization for months and shared a lot of it to me, that incident months ago with the heroes has cost you some setbacks, but that'll change, under my leadership, A.I.M. shall rise to control the entire world."

"A.I.M. belongs to me." Monica Rappaccini stands firm.

Doctor Octopus unleashed his tentacle and grab Monica's neck and held her up in the air for the entire council to see, she's being choked, deprived of air.

"Not for long, there are two choices, you can either give me A.I.M and join the winning the side, or you can die and I'll simply take it, choose now." Doctor Octopus threatening Monica's life.

Monica is being choked. "I... accept..."

Doctor Octopus then release the claw and dropped Monica down to the floor as she's coughing trying to regain air, the entire council witness what Doctor Octopus is capable of to get what he wants.

"Now that your former employer has given me full control, does anyone else wish to challenge me for leadership?" Doctor Octopus looks to the council.

Everyone knows what Doctor Octopus can do to those who oppose him, rather than to challenge him, they all agreed to accept him as their new leader.

"We all shall follow you, Scientist Supreme."

"Perfect, now that we're all on the same page, let's get to work. Contact all the subsidiaries, time to make preparations for world domination." Doctor Octopus said.

The entire council as accepted Doctor Octopus as their new leader of A.I.M., granting him the title of Scientist Supreme, everyone is making the necessary preparations for his master plan for the world, A.I.M. is now his, soon the entire world will be his too.


Time is 3:12 PM at Midtown Science High School, at the football field, Flash Thompson along with his teams are stay after school practicing for the game, Peter, Gwen, and Mary Jane are at the seats watching while down below are college scouts from ESU looking for potential recruits to their football program, they're watching Flash leading his team and displaying his talents which made them impressed, they believe that Flash would become a great addition for their team. Back up top, the gang are talking about recent events concerning Doctor Octopus.

"Any luck?" Mary Jane said.

"Nothing, we've borrowed Stark and S.H.I.E.L.D. satellites recording everything, we still nothing, Aaron got into the water with Hydro-Man and Beetle, they never came out." Peter said.

"We theorized that Doc Ock is hiding somewhere along the shore line, or at least someplace near the water, we're still narrowing down the most likely spots to hide out, but it's still too much territory to cover." Gwen said.

"It's a start." Peter said.

"Never seen you both on edge like this." Mary Jane said.

"We have ever reason to be, if Doc Ock is making his move now after months in hiding, it means he's got an endgame in sight and we still don't know what it is. We were too careless to let him out of our sight for so long." Peter said.

"Relax Tiger, don't blame yourself, you've stopped him many times before, you'll stop him again." Mary Jane comforts Peter.

Peter sighed. "I just hope we're not too late, anyway we should go out and start the search."

"I called Miles and Ganke, they're still at school, they'll meet us at the Spider-Cave as soon as possible." Gwen informs.

"Okay, let's get going." Peter gets up on his feet. "See ya later, MJ."

"Good luck, Tiger." Mary Jane said.

Peter and Gwen are walking away from the football field where the team are still practicing, Mary Jane hopes that they find Doctor Octopus before he could initiate his plans.


Around the same time at Brooklyn Visions Academy, Miles and Ganke are in their dorm room where Miles is thinking about his Uncle Aaron on the loose since his escape, all of a sudden he and Ganke got a text from their friends saying they'll meet up at the Spider-Cave.

"Did you get the text?" Ganke Lee said.

"Yeah, I did, let's go." Miles gets up from the bed.

Miles and Ganke are leaving their dorm room and making their way through the hallway until they bumped into Anya Corazon coming up the stairs.

"Oh, hey Anya." Miles said.

"Miles, I heard about what happened yesterday, your uncle's escape from prison." Anya said.

"Yeah, this whole thing took us by surprise, Anya." Miles said.

"Listen, I want you to know that I'm here for you as your friends." Anya shows her supports.

"Thank you, Anya, I appreciate it." Miles smiled.

"Going somewhere?" Anya said.

"Uh... yeah, just heading into the city, going to the shelter to check in on my mom." Miles lied.

"Oh, that's nice." Anya said.

"I'll... see you later." Miles said.

"Sure, later." Anya said.

"Let's go, Miles." Ganke Lee said.

Miles and Ganke are leaving Anya behind as she got the sense that Miles is lying to her, over the past year Miles always had an excuse to leave all of a sudden and go somewhere, like he's hiding something, this made her more suspicious of what Miles is really doing.


Meanwhile back at Barbuda at A.I.M. headquarters, the whole place is being cleaned up after the mess the Sinister Sixteen made to invade, deep inside the building are technicians working overtime building the new satellite weapon called the Octavian Lens. At the new office where Doctor Octopus has set up his new base of operations now that he's usurped control of A.I.M. from Monica Rappaccini, he's now the new leader of A.I.M. as the Scientist Supreme, inside his office are the rest of the Sinister Sixteen assembled together as Doctor Octopus is looking at multiple screens of A.I.M. subsidiaries all over the world each working to build the Octavian Lens, from Russia, to U.K., to Canada, to Brazil, to China, and to Australia, everyone is building Doctor Octopus's WMD for world domination.

"Perfect, everything is going according to plan." Doctor Octopus then turns to his team. "Gentleman, in about 14 hours, we shall have the entire world at the palm of our hands."

"That's great, but what about your promise to us for vengeance?" Kraven said.

"Patience, I'm getting to that. You all are about to head back to New York to initiate the next phase of our plans, we're about to strike back at Spider-Man and catch him off balance." Doctor Octopus said.

"Easier said than done, we've all gone against Spider-Man and none of us were able to best him nor his two friends." Vulture said.

"This time will be more different, you're not going to kill Spider-Man just yet, we need to break him and hit him at his weakest, six of you will attack the Wall-Crawler and create a diversion, the other two will capture two important target and bring them to me... alive." Doctor Octopus said.

"What's so important about these two target we still don't know of?" Vulture said.

"Everything, with them in our hostages, we're going to make Spider-Man come to us, to his death." Doctor Octopus said.

"You seem confident he'll come for them, too confident." Vulture said.

"Of course, you think that I've been planning the end of the world all these months? No, I've been studying him and I know everything about him... I mean absolutely everything. Now go, the jet is waiting." Doctor Octopus said.

Vulture walks away along with most of the Sinister Sixteen as they're heading back to New York. Doctor Octopus is very confident in his plans for vengeance against Spider-Man as he knows everything about him and plans to strike back where it hurts.


Around 4:13 PM at the Spider-Cave, Peter, Gwen, Miles, and Ganke Lee are all together discussing their search for Doctor Octopus and his gang of supervillains and figuring out where they could be hiding, Ganke is using the supercomputer to find a possible hideout where Doctor Octopus could be using, but so far they got nothing to go on, they're pretty well hidden from everyone, even the heroes.

"Still nothing, even with satellites, we can't pinpoint where they could be operating, we're still getting nowhere." Ganke Lee using the supercomputer.

"Man, this Doc Ock is really a super genius, managing to stay under the radar for so long, not even we could find him." Miles said.

"I know." Peter agrees with Miles until he suddenly got a revelation by what Miles said. "Of course... why didn't we see it!"

"What is it, Pete?" Gwen said.

"That's why we can't we find them and why they've managed to stay under the radar because they're hidden underwater." Peter figured it out and turns to Ganke. "Do you think you can do another satellite scan for any heat signatures?"

"Sure thing, give me a second." Ganke Lee stretch out his fingers and starts typing.

Ganke uses the supercomputer to access the satellites to scan the whole bay area around the five boroughs for heat signatures.

"Nothing." Ganke Lee look down.

"Okay, try scanning for any electromagnetic spectrum around the bay areas, knowing Doc Ock, he'll probably have ton of equipment to use." Peter suggested.

"I can do that." Ganke Lee types the keyboard.

Ganke uses the satellite to scan for electromagnetic spectrum around the bay areas, they finally got a hit on the map.

"Got it, there's definitely something deep underwater in the middle of the bay." Ganke Lee sounded pleased.

"Perfect, let's go for a swim, suit up." Peter tells his team.

Peter, Gwen, and Miles walks away to get changed into their suits.


Later around 4:56 PM deep in the New York Bay, Spider-Man, Ghost-Spider, and Kid Arachnid are swimming around using their new scuba suits each designed to their liking, Spider-Man has a device strapped to his wrist designed to scan for electromagnetic spectrums, the water here is hard to see, the heroes are communicating through their scuba masks.

"Man, I can't see anything here." Kid Arachnid said.

"Even with the Hudson being more cleaner than before, water down here is still barely visible." Gwen said.

Spider-Man's device is picking up something. "Hey, I think I got something up ahead, follow me."

Spider-Man follows the signal to it's source and his teammates follows him, all three kept on swimming deep in the bay until they see some lights up ahead, the water around here is starting to clear up by all the lights, they finally found what appears to be an underwater base hidden in the bay and nobody noticed it until now.

"Whoa!" Kid Arachnid is surprised.

"I'll be damned." Ghost-Spider is also surprised.

"Why don't we take a closer look." Spider-Man said.

Spider-Man, Ghost-Spider, and Kid Arachnid swims towards the base to find a way inside, they found what appears to be an airlock.

(Inside)

Phineas Mason is inside the control room speaking with Doctor Octopus on the supercomputer.

"How are things over there?" Phineas Mason said.

"Everything is going according to plan, A.I.M. is mine now, the Octavian Lens are being built as we speak, soon my master plan will become a reality, but until then I'm sending back my associates to initiate the other plan." Doctor Octopus said.

All of a sudden, the silent alarm has been tripped, making Phineas Mason worried, he switched to the surveillance system and sees Spider-Man, Ghost-Spider, and Kid Arachnid coming in through the airlock, somehow they've found the hideout.

"Oh no." Phineas Mason isn't happy.

"What's wrong?" Doctor Octopus said.

"Spider-Man is here, he's found the hideout." Phineas Mason informs.

"Damnit, it's too soon, this complicates things, we can't have him catching on to what we're doing just yet. You know what to do, delete the databanks." Doctor Octopus said.

"I'm on it." Phineas Mason said.

Doctor Octopus signs off as Phineas Mason began to deleted everything on the databanks, but there's a lot of terabytes on it, deleting them is going slow, Mason began to activate the security system to deal with the intruders, buy him sometime. Meanwhile Spider-Man, Ghost-Spider, and Kid Arachnid venture down the hideout until Spidey saw one of the insignia for Oscorp on the wall of the hallway.

"Oscorp? What's this about" Spider-Man is confused until his spider sense kicked. "Oh oh! Spider Sense tingling!"

All of a sudden, defense turrets came out and started firing lasers at the heroes.

"MOVE!" Spider-Man yells.

Spider-Man runs down the hallways along with his teammates dodging the laser fire, they kept on running until Spider-Man spots an opening at the end of the hallway, Mason sealed the door, blocking their way to him, Spider-Man and his team stopped at the end as the steel door is blocking them, Spider-Man and Ghost-Spider both worked together trying to lift the steel door but it's impossible.

"Steel door, this is bad, we have to get in." Spider-Man said.

The heroes are stuck, more turrets come out and started shooting, Spider-Man steps forward and uses his web shield to protect his teammates.

"Ghost-Spider, do you think you can hot wire the door?" Spider-Man holding up the web shield.

"I can try." Ghost-Spider said.

"Ok, go, I'll hold them off." Spider-Man protecting his teammates.

Spider-Man is left behind using the web shield to keep the laser fire at bay as long as he can, Ghost-Spider found a panel near the door, she took off the panel to expose the wires as she's figuring out how to override it.

"Kid Arachnid, come here!" Ghost-Spider said.

Kid Arachnid came to Ghost-Spider's side as she needs his help, Spider-Man decided to fight back by tossing the web shield and destroying one turret, he then webs up the other and pulls hard to knock it off the ceiling.

"Okay Ghost-Spider, what do you need me to do?" Kid Arachnid said.

"Here." Ghost-Spider points her finger at one of the circuits. "I need you to venom charge the circuit here with your finger, that should unlock the door."

Kid Arachnid uses his one index finger charged with bio electricity, he placed the finger onto the circuit and gave it a charge, all of a sudden the steel door opens up and they're finally allowed inside. Spider-Man finished taking out the security turrets as he followed his teammates inside the command room where Tinkerer is holding up a vibro-shock rifle and started firing vibro blast at the heroes.

"Take evasive action." Spider-Man tells his teammates.

Everyone split up to avoid the incoming fire, Spider-Man jumped up high and fired down some webbing at the rifle and disarmed Tinkerer, Kid Arachnid then fired some webbing to tie up Tinkerer for good measure, the villains has been captured. Ghost-Spider spotted the supercomputer deleting files on it's server, she rushed to it and does her best to stop the deletion, she has expertise with computers as she managed to stop it but only managed to save little data in time.

"Ghost-Spider, how's it look?" Spider-Man said.

"I've managed to save some data before it was all gone." Ghost-Spider said.

"Okay, download what you can." Spider-Man said.

Ghost-Spider pulls out a flash drive and plugged it into the slot, she then proceed to download whatever data is left in the server, Spider-Man and Kid Arachnid stands before Tinkerer as they have so many questions to ask him.

"Mason, didn't expect to find you out so soon. You're coming with us, we have so many questions for you?" Spider-Man said.


The time is 5:13 PM back at Brooklyn Visions Academy, Anya is alone in her dorm room being suspicious of Miles and Ganke due to them being so secretive most of the time, she can't help but wonder what they're really doing, Miles told her that he went to the city to check in on his mom. Anya picked up her phone and dials Rio Morales to confirm she's seen Miles recently, she needs to be sure Miles told her the truth, she's about to find out.

"Hello?" Rio Morales said.

"Hi, this is Anya, I was calling to see if you've seen Miles lately." Anya said.

"Not since yesterday, why?" Rio Morales said.

"Oh nothing, I thought he'd be in the city checking in on you." Anya said.

"No, he hasn't stopped the shelter. Is everything okay?" Rio Morales said.

"Yeah, with everything going on with his uncle's escape, he just needed some space. I'm sorry to bother you." Anya said.

"It's alright, Miles is lucky to have you as a friend." Rio Morales said.

"He sure is. Okay, I should hang up now, and please don't let Miles know I'd call, don't want to bother him." Anya said.

"Don't worry, I understand, take care." Rio Morales said.

"You too." Anya then hangs up the call.

Anya got her confirmation, Miles lied to her, right to her face, now she's really wondering what Miles does in his spare time when he's not in school, whatever it is it involves his best friend Ganke along with Peter and Gwen who have been close to Miles in the past year. What do the three of them do together and what are they into?


It's 5:53 PM at the Triskelion, in the interrogation room is Phineas Mason cuffed to the table as Spider-Man, Ghost-Spider, and Kid Arachnid came in to get some questions out of him concerning Doctor Octopus and his master plan, Mason remains calm as possible as he's about to be interrogated.

"Phineas Mason, didn't know you been released from police custody so soon? I'm guessing your new best friend had something to do with it." Spider-Man said.

"I don't know what you're talking about. What best friend?" Phineas Mason denies anything.

"Doctor Octopus, does that ring a bell?" Spider-Man said.

"We know he's behind the breakout of Aaron Davis. Where is he?" Kid Arachnid demands answers.

"I don't know." Phineas Mason said.

"How long do you think you can hide Doc Ock from us? Where is he and what is he planning?" Spider-Man said.

"Doctor Octopus? He's everywhere, you'll never find him unless he wants you to." Phineas Mason said.

"So you do know what we're talking about?" Ghost-Spider said.

"Do you think keeping me here will get you anywhere? All you doing is grasp at straws while he is making preparations for his plan." Phineas Mason said.

"What's his plan?" Spider-Man said.

"Don't worry, you'll find out, soon the whole world will find out what he's capable of." Phineas Mason said.

"Tell us what it is so we can stop him?!" Spider-Man demanded.

"Oh you can't stop him... it's too late." Phineas Mason said.

"No matter, the data we got from you computers will tell us eventually. Enjoy your stay at the Raft." Spider-Man said as he walks away.

"You shouldn't worry about finding Doctor Octopus, Spider-Man..." Phineas Mason smiled as Spider-Man stopped and looks back. "He'll come for you, you're in for quite a surprise."

Spider-Man then leaves the room along with Kid Arachnid and Ghost-Spider after they're finished talking with Mason, the heroes meet up with Nick Fury, Maria Hill, and Phil Coulson to discuss how to find Doctor Octopus.

"Anything?" Nick Fury said.

"No, Mason is as calm as ever despite knowing he's in S.H.I.E.L.D. custody." Spider-Man said.

"One thing's for sure is Doc Ock is planning something big... soon." Ghost-Spider said.

"I don't get why he wait so long to plan his endgame, what does he hope to gain out of it?" Kid Arachnid said.

"Maybe this explains why." Maria Hill hands Spider-Man a folder.

Spider-Man took the folder. "What is this?"

"Dr. Octavius's medical records from the Raft, you better read it and see for yourself." Maria Hill said.

Spider-Man's eyes widen upon reading, his teammates noticed it.

"What is it?" Ghost-Spider said.

"If I'm reading this, this is serious." Spider-Man said.

"What is it? Is he sick?" Kid Arachnid said.

"He's dying... that explains everything he's been doing so far, he's dying and he wants to use his time left to mark his place on the world." Spider-Man said.

"Still doesn't explain what he's planning to do? He's about to make his move soon and we're running out of time." Nick Fury said.

"Don't worry, we're going to stop him, somehow." Spider-Man said.

Everyone is more worried than ever that Doctor Octopus is planning big for the world, whatever it is, it's very bad, the heroes will need to figure out what his endgame is and stop it before it's too late.


Later around 6:15 PM at the A.I.M. subsidiary in Queens, New York, the members of the Sinister Sixteen are using that place as a staging ground for their mission here, showing up on the big screen is Doctor Octopus speaking from A.I.M. headquarters.

"Gentlemen, I'm glad you're back home, let's get started. Six of you shall go to the city and create a diversion, Vulture shall lead, meanwhile Kraven and Chameleon shall head to Queens to this address and fetch two targets, and remember I want them both alive and brought directly to me, here are the targets." Doctor Octopus said.

Doctor Octopus switch the screen to show the faces and names of the two targets and the addresses on where to find them.

"I know her, I've ran into her before." Kraven is familiar with one of them.

"And her, she's an old lady, what makes her so important to Spider-Man." Vulture is confused.

"He'll die for her, I can guarantee that. Now go to the city and provide that diversion, keep the heroes busy while Kraven and Chameleon do their work, with them as our hostages, we'll have Spider-Man in our hands." Doctor Octopus said.

Vulture likes the sound of that. "Consider it done."

Doctor Octopus signed off and the six members of the Sinister Sixteen consisting of Vulture, Hydro-Man, Rhino, Sandman, Scorpion, and Electro are heading out on a mission to keep the heroes occupied while Kraven and Chameleon have missions of their own.


Time is 7:01 PM at the Spider-Cave, Peter, Gwen, and Miles are all in their costumes along with Ganke Lee as Gwen hands him the flash drive she used to extract data from Doc Ock's lair and hopes that it contains answers to his master plan as the heroes are more desperate than ever to stop it before it's too late.

"This is everything we can get from the hideout, Mason was deleting files, so there's no telling how much is left, but it's all we got to go on." Gwen said.

Ganke plugs the drive into the slot of the supercomputer as its shows up on the big screen, but it's all highly encrypted.

Ganke Lee sighed. "Great, it's encrypted, Doc Ock is very careful in keeping his information protected, but luckily your guy in the chair is a pro with a keyboard."

"So you can crack it?" Peter said.

"Sure I can, but it'll take some time, but even if I do unlock it, there's no telling what's left, I wouldn't get your hopes up." Ganke Lee said.

"Just try to salvage what you can, hopefully there's a clue." Peter said.

"Okay, I'll get started." Ganke Lee said.

Ganke Lee stretched out his fingers and started to type on the keyboard attempting to decrypt the data in hopes that it contain clues to Doc Ock's plans, but the screen turned red as there's an emergency alert in the city.

"Looks like you're all about to be busy, something is going on in the city." Ganke Lee said.

"Let's see what we're up against?" Peter said.

Ganke types to see what's the situation, they see live footages of the Sinister Six wrecking havoc at Time Square, terrorizing civilians and overpowering the cops.

"The Sinister Six?" Miles said.

"Looks like Doc Ock is making his move so soon. Let's get going, Ganke, try to decrypt as soon as possible." Peter said.

"I'll do my best, good luck heroes." Ganke Lee said.

Ganke Lee stays behind and continues typing to decrypt the data while Peter, Gwen, and Miles all put on their masks and heads on out to face the Sinister Six.


Later at Time Square, the NYPD are barricading the area, keeping civilians out of harms way while they try to subdue the Sinister Six as Electro is draining so much power from the Jumbotron, causing the light around here to short out, Rhino is tackling down an armored vehicle with all his strength as the drivers are exiting through the hatch, Sandman enlarged himself and extends his fists to take out the cruisers, some cops are aiming their guns at Scorpion, the supervillain swings his tail and disarmed their guns with one swing, the cops all tried to run away until they came across Hydro-Man who then uses his powers to unleash water from all the hydrants around here, he unleashed a wave of water and overwhelmed the officers, Vulture is flying around leading the team in Doctor Octopus's place.

"Keep up the mayhem, it's only a matter of time until they get here." Vulture said.

Hydro-Man is forming up a bubble where the officers he flooded are drowning and running out of air, all of a sudden he felt the shock of electricity throughout his water body, he fell down unconscious as the bubble dispersed and the officers regained air, the other five noticed something happened to Hydro-Man, Kid Arachnid suddenly appears out of nowhere.

"Surprise!" Kid Arachnid taunts them.

Rhino then steps up and charges at Kid Arachnid, but his eyes got webbed up, blinding them, Spider-Man jumped down and got a hold of Rhino's head, he does his best to steer him away from Kid Arachnid, Sandman extends and slams his fists down upon Kid Arachnid, the hero managed to dodge the fist slams in time, but he got surprised as Scorpion managed to swing his tail behind him and knocked him off his feet. Vulture sees Kid Arachnid down on the ground and prepare to fly in closer for an attack, but Ghost-Spider managed to get on his back and steer his flight path towards Sandman and crashed against him, she sees Scorpion approaching Kid Arachnid.

"Kid Arachnid, look out!" Ghost-Spiders warns him.

Scorpion has his tail stinger pointed at Kid Arachnid who is starting to get back up, but Rhino is coming in charging and tackled Scorpion hard, Rhino is still running, Ghost-Spider sees his path, she fired a web line towards a pole and holds the line hard, Spider-Man sees the web line and got the idea, Rhino kept on running until Spider-Man jumps off him and Rhino tripped on the line and fell down on the ground, Spider-Man and Ghost-Spider webs him down for good measure, Kid Arachnid jumped up in front of Rhino's head and placed his hands onto him to zap him full of venom blast, knocking him out cold. Vulture, Hydro-Man, and Sandman recovered themselves to see all three spiders here, Electro hovers down and joins his teammates, Rhino and Scorpion are still down.

"I see six of you, but no Doc Ock." Spider-Man said.

"Something is not right, all this chaos here at Time Square doesn't make any sense, there's no banks or hi tech companies to rob." Ghost-Spider said.

"So why go through all this trouble for nothing?" Kid Arachnid said.

"Unless... it's a distraction." Ghost-Spider said.

"Then what's their real target?" Spider-Man said.

(Spider-Cave)

Ganke Lee is working tirelessly to decrypt the protected data, eventually he cracked the code and everything is unlocked.

"Yes, I did it! Let's see what we have." Ganke Lee is excited.

Showing up on the screen are surveillance photos of Peter Parker, Gwen Stacy, and Miles Morales along with counterparts Spider-Man, Ghost-Spider, and Kid Arachnid, the files also have the pic of their closest friends and families, Ganke's smile turned into a frown upon realizing Doctor Octopus has figured out the truth, he's been connecting the dots this entire time.

"Oh no." Ganke Lee is stunned.

(Time Square)

Electro unleashed a discharge of electricity upon the area trying to zap all the heroes, Spider-Man and Ghost-Spider are swinging around avoiding the discharge, coming in swinging towards him is Kid Arachnid who got a hold of Electro in the air as he's the only one who can withstand his powers, he then tossed Electro hard towards Hydro-Man as they two villains collided and both got zapped as their powers don't mix so well, Hydro-Man and Electro both fell down all weakened. Sandman is making his move by extending his arms trying to hit the spiders swinging around, while swinging Spider-Man is getting static on his earpiece, he swings away from the scene to try to get a good read.

"Spider-Man, can you read me?" Ganke Lee on the earpiece.

"I read you, what is it?" Spider-Man said.

"You have to get to Queens immediately!" Ganke Lee said.

"Why? What's in Queens?" Spider-Man is confused.

"Your aunt and MJ are in serious danger, you have to go and save them!" Ganke Lee said.

"My aunt and MJ? I don't understand..." Spider-Man is more confused.

"There's no time to explain, you have to go them before it's too late!" Ganke Lee said.

Ghost-Spider is still engaged in combat against Vulture as she drop kicked him on his back and sent him flying down, she noticed Spider-Man is distracted as she swings to his side.

"What is it, Spidey?" Ghost-Spider said.

"I have to go, Ganke told me that Aunt May and MJ might be in danger." Spider-Man looks troubled.

"Your aunt and MJ? Why would they..." Ghost-Spider said.

"I don't know, but it sounded serious, I can't ignore it." Spider-Man said.

"Go Spidey! We'll hold them off! Save them!" Kid Arachnid said.

"He's right, we got this, go!" Ghost-Spider said.

"Thanks, good luck!" Spider-Man then swings away.

Spider-Man is leaving the scene while Ghost-Spider and Kid Arachnid stayed behind to fend off the remaining villains, Spider-Man is swinging through the city as fast as he can hoping to reach Queens in time to save Aunt May and Mary Jane.

"Hang on Aunt May, MJ, I'm coming." Spider-Man said in his thoughts.


At the same time in Queens at the Parker Residence, May is in the kitchen while Mary Jane is in the living room calling either Peter or Gwen, unknown to them just outside of the house is trouble, watching them from the shadows, not knowing the danger they're in. Mary Jane isn't having any luck reaching her friends as neither of them are picking up.

"Any luck?" May asking from the kitchen.

"Still nothing, those two have been super busy ever since Miles's uncle escaped and now Doc Ock is making his move against the world, they're on edge." Mary Jane said.

May coming into the living room. "Can you blame them? Doc Ock has been staying under the radar for so long while they've been busy protecting the city, this happened right under their noses. Of course they're on edge, MJ, all we can do is trust they'll come through as always."

All of a sudden, the door got knocked down as Kraven and Chameleon intruded the houses and spotted May with Mary Jane spooked by their presence, Kraven recognized the girl from before.

"Perfect, both targets here at the same time, this'll be easy." Chameleon said.

"Hello, we meet again." Kraven said.

"What do you want?" May is scared.

"You're both coming with us, Doctor Octopus is expecting you." Chameleon said.

"RUN!" Mary Jane yells.

May and Mary Jane attempt to escape through the back door but Kraven fired a dart from a tube he blew, Mary Jane got shot in the back as she fell down unconscious, May stopped to see Mary Jane is down.

"MARY JANE!" Mary Jane screamed.

Chameleon pulls out a tranq gun and fired a dart at May and she got shot, she fell down next to Mary Jane, both villains walked up to picked up the two hostages. Afterwards they loaded them onto a van and drove away from the house with their most valuable hostages, Kraven is driving while Chameleon is on the phone with Doctor Octopus.

"Well?" Doctor Octopus said.

"It's done, mission accomplished, both targets are secured." Chameleon gives an update.

"Excellent work, Chameleon, head for the airfield, the others will rendezvous there." Doctor Octopus said.

"Understood." Chameleon hangs up.

(Time Square)

Ghost-Spider and Kid Arachnid are engaged in combat against Sandman who is stretching out his arms trying to hit the heroes, Rhino is waking back up and breaks free from the webbing, Scorpion is recovering himself along with Hydro-Man and Electro, Scorpion moved in closer and swings his tail at Kid Arachnid, the hero's spider sense alerted him as he moved away but the stinger managed to scratch Kid Arachnid's mask, Vulture is flying high up in the air observing the battle until he got a transmission from Doctor Octopus from the earpiece.

"Vulture, the targets have been acquired, your job is done here, retreat and rendezvous with the others at the airfield and return back to the island immediately." Doctor Octopus said.

"Understood... alright everyone, we got what we need, pull back! Sandman, unleash the sandstorm!" Vulture said.

Sandman turns himself into a sandstorm and engulfed all of Time Square as both Ghost-Spider and Kid Arachnid can't seooke anything, meanwhile Rhino, Scorpion, Electro, and Hydro-Man all took the opportunity to retreat from the area, Vulture is flying away as fast as he can. The sandstorm continues on until it suddenly stopped and everything is starting to clear up, Ghost-Spider and Kid Arachnid can see better now, but they were too late, the Sinister Six have disappeared.

"What the? Where did they go?" Kid Arachnid said.

"I don't know, it's like they've completed their mission, but what exactly?" Ghost-Spider said.

(Queens)

Spider-Man eventually made it back to Forest Hills at his home, he found the front door broken down by force, he feared the worst, he rushed inside to see the place is empty, nobody is home, he hopes they're still here in hiding

"Aunt May?! MJ, are you here?!" Spider-Man calling out.

He didn't get a reply as everything is silent, he looked down and found their phones on the floor, what he feared came true, they've been taken.

"No... AUNT MAY! MJ!" Spider-Man screamed out.

Spider-Man got down on his knees and slams his fist down in disappointment, his aunt and friend have been kidnapped, he was too late, they're in the hands of the Sinister Six.

... To be continued

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