(One) It was not a particularly cold day in December and a crowd of people were looking up at Spider-Man as he was falling to the ground from near the top of the Chrysler building.

"What's going on? Is he unconscious?"

"Why isn't he using his webbing?"

"Why can't the Avengers save him?"

"He's only got a few seconds! Somebody help him!"

As one might expect of a crowd in Manhattan, it represented all peoples and many languages, and as such nobody paid particular attention to the tall, clean-shaven burly man with sand colored hair in the upper right-hand corner.

Sunshine Patriots and Winter Soldiers

(Two) 13:41

Indeed, Spider-Man himself was wondering what, if anything, he could do. "Since Morlun managed to gum up my web shooters with a special gas, I must do something in the next… What? Seven seconds?"

He then realized that Morlun had just leaped out of the Chrysler Building and was falling towards him. "Wait, he's not just falling, he's accelerating.

"Oh right, he probably wants my lifeforce. And since I haven't recently irradiated myself there's nothing to stop him from feasting on it.

"Hold on!" Spider-Man thought in the few seconds he had and as Morlun raced closer and closer to him. "If he's going to feast on me, he's going to have to drop that force field around him. And is there something in his coat pockets?" Spider-Man saw a strange vial and a small steel cube that he recognized as both the special gas that caused his web fluid to congeal and his remaining web fluid. Then Morlun himself momentarily blocked Spider-Man's vision as his jaws opened, ready to devour him.

(Three) With literally a second to spare, Spider-Man grabbed Morlun. In an instant he not only took the vial and web fluid, but also twisted himself in such a way that he was now able to use the momentum of gravity to shoot upwards into the air. "Float like a butterfly, sting like a bee," he whistled.

"What? No! Get back here!" Morlun yelled.

"Good thing I adjusted my trajectory so I'll hit that building," Spider-Man thought, "Now I need a chance to fix my webbing before…" But given the speed he'd been falling, Spider-Man wasn't able to gently land onto the other building, but crash into it. The crowd below was startled, especially the tall burly man mentioned earlier.

(Four) Not only did Spider-Man crash through the building, but he also went through another wall and smashed into a woman's washroom. "Sorry Ladies!"

"Man," he thought, "that hurt! But I've got to think quickly." And he did so, smashing the vial and dumping the contents into a toilet and then flushing it.

Then he leaped out of the washroom. Already an alarm was ringing, and people were rushing to the stairwells. "Hey!" he realized to himself. "This floor stores perfume samples." He quickly grabbed a box of them. "Now Morlun can track me anywhere. But knowing what I do about ventilation systems and communications systems…"

He quickly bounced into the crawlspace above the ceiling and found his way through the systems. At the same time Morlun arrived on the floor.

To his considerable annoyance a large blast of annoying perfume hit him, distracting and disorienting him. Meanwhile Spider-Man had found the communications systems. "And I think I know enough about Morlun's extradimensional nature to adjust the sound system. Humans won't hear it, but Morlun will be very annoyed…" And indeed he was.

(Five) Spider-Man was now back on another floor, and into a supply cabinet. "Now what do we have here? Safety pins!"

He took one out and rolled down his sleeves. "Gotta work fast." Instead of removing the entire web lines off the length of his arms, he simply removed the segments that went up to his wrist. Drips of web fluid leaked out of them. "That's encouraging," he thought. Using the safety pin, he was able to remove the congealed gunk from his shooters. He then quickly reattached them to the rest of his web lines, and then added more web fluid. "Success!" he said as a test shot flowed some webbing.

"Now all I have to do…" but just then Morlun hit Spider-Man so hard in the back that he was forced out of the entire building.

(Six) "Damn. He's still blocking my spider-sense!"

13:43

Norman Osborn was in his office, listening to his very unwanted guest via the cell phone that guest had earlier provided him. "As your secretary will no doubt inform you, your men are unconscious. Also, they no longer have the selenium that could be used against Morlun. I've also found your deposits of selenium and made sure neither you nor anyone else in Oscorp will be able to access them today."

"Why do you want Morlun to kill Spider-Man?"

"I actually don't. Personally, it's in my best interests that he remains alive. And I have the confidence that he will eventually triumph, though right this moment he has no idea how to do that. But this isn't the day you get to save him. This is the day, Mr. Osborn, when everything ends. You will get one more call from me." And then once again the voice hung up.

Just then Ms. Kozak entered. "Sir, our two agents at the Chrysler building have been knocked out. And our selenium…"

"Thank you, Ms. Kozak. I already know. Clearly this is a matter larger than Oscorp. Well, I wasn't the head of SHIELD for nothing. Time to bring out the big guns."

(Seven) Spider-Man was now on the ground, and in a fairly perilous situation. Morlun was tossing cars at him as if they were softballs. And to make things worse some of them had people in them. The police were trying to move bystanders away, but it was a large crowd, and they couldn't keep an eye on everyone. In particular, the tall burly man was making sure the police wouldn't see him. "That freak is going to kill him!" he thought.

Also nearby was another burly man, somewhat plumper and, while not short, a bit stooped. Given how clement the day was, he was wrapped in an unusual amount of winter clothing. Unlike the alarm and concern of the other people, he looked at the scene with an indifferent curiosity.

"Move back everyone!" a policewoman said. "We can't protect you!" Another couple of cops arrived and, not hearing about Morlun's force field, fired ineffective shots at him. Spider-Man had just managed to save a taxi and its three occupants from crashing into a wall, when he was hit in the back with a garbage can.

He was startled and for a second disoriented, and that was just long enough for Morlun to leap toward him and grab him by the throat. "No!" the tall burly man realized.

(Eight) "Now it's time for the killing blow!" Morlun avowed. But before he could lay it, another blow came, apparently out of nowhere, forcing him to let go of Spider-Man and back ten feet.

Morlun's force field prevented any actual pain, but he was still very annoyed. "What the hell?"

The burly man stood between the two combatants and revealed himself to everyone. "If you want to stop Spider-Man, you'll have to get through me!" said William Baker/Flint Marko, the Sandman.

A thought occurred to him. "Unless, you have a problem with that," he said turning to Spider-Man.

"No, no, not at all," he replied.

(Nine) Morlun threw a punch at the Sandman, but he was able to shift his body so he was just punching air. Morlun tried this a couple more times, with no more success. He tried to leap away, but sand had flowed around his feet, entrapping him and causing him to fall flat on his face.

The Sandman took the opportunity to pummel Morlun. "Come on! Say uncle!" But Morlun turned over and sneered at him. "Oh right, that force field of…" But before the Sandman could do anything more Morlun not only got back on his feet but hit him with such force that now it was the Sandman's turn to fly back ten feet. All the time this was happening, the plumper, squatter burly man was eyeing the scene with interest.

(Ten) 13:50

Flight 616 was landing at La Guardia. "Please keep your seat belts fastened until we reach the gate and come to a complete stop." As it happened Mary Jane Watson unclicked her seat belt when her phone rang.

"Why is J. Jonah Jameson calling?" she thought, since it was him on the other end. "So have you heard about Morlun?" he inquired.

"Yes. I also know the Avengers and the Fantastic Four aren't in town and can't help. And it doesn't appear that the 'good' Norman Osborn is doing anything to help his employee."

"I haven't been able to contact Osborn. There's some sort of lockdown at Oscorp."

"I don't suppose the former mayor of New York City has enough leverage with the NYPD to stop Morlun? Or has some spare Spider-Slayers that could be useful?"

"No to either. There's too many of Fisk's men on the force for me to call in any favors."

"Regardless, why are you calling me?"

"Two things actually. Aren't you some kind of costumed super-hero yourself? Couldn't Jackpot do something?"

"You have got to be kidding."

"Oddly enough John mentioned you a couple of days ago. He had a strange dream about you. Ordinarily that means nothing, but when you were once a werewolf, you can't rule anything out."

"I don't suppose your son with his links to NASA and the US army has something more concrete he could contribute to the situation?"

"He's not even in New York. It's very hush hush. He was in New Mexico; he may be upstate right now."

(Eleven) Meanwhile May Parker was prostrate on her hospital bed. "Peter? Peter?" she gasped, almost silently, and all too obviously in agony.

Nobody else at the Stoddard Institute was paying attention to her aside from Nurse Grey. And while the floor was busy with doctors, nurses and patients, nobody seemed to notice the shadow that had descended on their corner of the ward.

Nurse Grey was sitting on a chair by May's bedside. She was definitely not a picture of matronly concern. She was gleefully contemptuous, openly sneering at her charge. "You're dying. You're in more pain than you've ever felt before, and you have no hope left. These are your last moments and not only are you unable to do anything, you are in too much pain to even think anything.

"All these years, all these piddling efforts, all the petty routines just to reach your threescore and ten. And all for nothing. Excuse me, just a moment."

Grey reached down to her purse on the floor and took out a cask. She unscrewed the top and started to swill down some very high proof whiskey. She glugged it down noisily, and when she was finished, wiped her mouth with her arm. "I just asked you to excuse me. Force of habit, because I don't want your pardon. I don't think I can emphasize too much how I hate and despise you. I can't really stress enough the joy I get from your imminent death.

"You don't appreciate how contemptible death makes you. I'm watching people like you. The way they can't control their bowels. Their stench. Their sweat. The crumbs around them. The sheer ugliness of being in this place, as well as the sheer ugliness of your worthless, mediocre life. And the way it's expressed in every aspect of you, your empty, average voice, the sheer tedium of your clothes, the every way your unexamined life shows you're not worth living.

"If you had money, it still wouldn't be worth the pain you're feeling now. If you had children, it still wouldn't be worth the pain you're feeling now. If you had your first husband or your nephew here to comfort you, it still wouldn't comfort you."

Nurse Grey noticed the cask was now empty. "They really should find a way of putting a lot more rotgut in this cask while keeping it the same size." She shrugged her shoulders and put the cask back in her purse. "When I started this job I wanted to alleviate pain and suffering. Now all I want to do is make sure this never happens to me. And here's the funny thing, I have. And as part of this, a very special guest will be coming. Won't that be fun?"

(Twelve)

13:54

Meanwhile, Morlun was getting impatient. Over the past few minutes Spider-Man and the Sandman had been pushing him several blocks south of the Chrysler Building. None of the three noticed the plumper, squatter burly man following them from a distance. "I'm tired of the two of you avoiding my attacks! I don't need this cowardly evasion!" And with that he leaped right into the air.

"No! We have to stop him!" And with that Spider-Man grabbed Sandman and with the other hand used his webbing to follow Morlun.

"Hold on? Aren't we trying to drive him off?"

"If he escapes, he'll kill someone very close to me."

"Oh. I did not know that."

"I'm going to toss you onto Morlun. Try to get him back on the ground." Sandman nodded and a few seconds later he was right on top of his ash-grey foe. The two of them were soon falling, though Spider-Man quickly webbed a net to break their fall. As Spider-Man was trying to get down, the two foes eyed each other. But Morlun responded with an evil, smug sneer.

(Thirteen) And then Morlun landed an absolutely smashing blow on the Sandman. How smashing? To everyone watching, there was nothing left of his opponent but a cloud of sand.

"Good Lord," said Spider-Man. And for an instant he was distracted by the shock of what had happened. And Morlun immediately took advantage and lunged at Spider-Man. "Now there's nothing you can do to stop me!" he gloated.

(Fourteen) And indeed had Morlun reached Spider-Man it's hard to see how he could not have seriously injured him, if not killed him out right. But just then an unclear something hurled itself at Morlun, forcing him back several feet. Again considerably more annoyed than actually injured or inconvenienced in any way, Morlun quickly got to his feet and looked at the new opponent. "Who the Maker are you?"

It was, not surprisingly, the squat burly man who had been following the three combatants for several blocks. But now the man quickly removed his winter clothing to reveal himself as a far more familiar figure. "People call me the Rhino!" he announced smugly.

(Fifteen) "You're probably wondering why I'm fighting you!"

"No. I have never given you a moment's thought."

"I was just thinking, if Flint Marko could do the right thing and save Spider-Man from you, why can't I do that? I mean there's got to be something in it for me. I mean at least a couple of high-end jewel heists. Come to think, if I save his life, Spider-Man should really be helping me with them…" By now Morlun and Rhino were fighting, or more accurately Rhino was running at Morlun, and Morlun was easily parrying his efforts.

At the same time, the clouds of sand were slowly, then very quickly, building together. In a few seconds the Sandman was back to normal, except he now looked like he was suffering the worst hangover in his entire life. "Good God, what did he do to me?" he moaned.

"Sandman, do you have a phone on you?" Spider-Man asked, hopping over to him.

"Yeah, I do."

"I need you to help the Rhino, while I make a call."

(Sixteen) Five seconds later Norman Osborn received a call in his office. "Hello Spider-Man."

"Look, I've got an idea. Attack Morlun with high-powered sonics."

"I'm afraid I've already thought of that. The force field around him prevents any sonic weapons of real power. Basically, all you can do is make annoying noises."

Spider-Man winced, then thought again. "Look, if the force field allows him to breathe, there must be some way to gas him."

"That's a reasonable assumption, but I don't think it's true. I have people looking at him, and there's a secondary force field. Actually, it's not a force field at all, it's some sort of mystical aura. As part of allowing him to enter alternate universes it also allows him to breathe in the vacuum of space."

"That is not what I wanted to hear."

"Then you're definitely not going to like what I have to say next. Someone's interfering with us. That's why our assignation at the Chrysler building didn't work. It would be convenient if this enemy was working with Morlun, but I think the two are unrelated. Whoever it is, it knows some of my deepest secrets, one I barely remember."

And just then the call ended. "Damn! Morlun's field cut me off again," Spider-Man realized.

(Seventeen) Spider-Man tossed the phone back to Sandman. Meanwhile Rhino was still trying to pummel Morlun into submission. "It's kind of fun when you think about it. Not only do I get to do the right thing, but I also work to get out my aggression. One of my therapists suggested this. Not only is this healthy but I really don't like these Goth types. I mean there's a lot of things I don't like, don't take it personally. But that Twilight, and they call me stupid. And I am so much stronger than those limp-wristed vampires. I mean I've never seen one before, but I don't think they could get through my hide, and anyway there's the sun. And have you ever seen Interview with the Vampire? That was so boring. And pretentious. And I don't see why girls like Tom Cruise anyway. He's so short."

Just then it occurred to the Rhino that Morlun wasn't affected by the many punches he gave during this monologue. "Why aren't you falling down?"

"Alex! He's covered by a force field! Your blows don't hit him!" the Sandman yelled.

Morlun had been biding his time, and with a single punch, the Rhino was flying in the air, only to crash several stories above the ground into a building.

(Eighteen) Morlun leaped into the air and with a single bound was in the building as well. "Oh crap," Spider-Man muttered. He grabbed Sandman. "We have to help the Rhino."

The Rhino was still trying to recover his bearings on the large desk he had crushed when he landed. "OK, so you got a lucky punch…" Morlun effortlessly landed another punch that sent Rhino through several walls and landed him on the other side of the building.

Morlun almost leisurely strode to where the Rhino had landed. The fact that parts of the ceiling and the walls fell behind him delayed Spider-Man and Sandman from catching up to him. The Rhino got up and raced towards Morlun, head first. "You're gonna to regret you were ever born!"

(Nineteen) Morlun certainly didn't look or feel that way. Instead with a single hand, he stopped Rhino's charge. The fact that the Rhino was still charging, and still yelling juvenile taunts ("You're just a stupid nancy boy! My grandma could beat you up! You may look tough, but you're no match for a real Russian!") did not do anything to advance his position. Instead Morlun, with the same steady stride, was slowly pushing Rhino closer to a large window on the other side of the building. Spider-Man used his webbing to toss a large desk at Morlun, but it tossed harmlessly, at least to Morlun, off his force field.

And then Morlun pushed Rhino through the window, still holding on to his horn. The Rhino, in turn, did not immediately realize that his feet were not on the ground but were five stories above it. But instead of simply dropping the Rhino, Morlun tightened his grip on his horn.

And then, in a feat of strength that would rival the Hulk at his strongest, he tossed Rhino hundreds of feet into the air.

(Twenty) The toss was very skillful. It made sure that the Rhino would weave through the skyscrapers without hitting any of them. Indeed, nothing would prevent him from hitting Morlun's intended target, the Hudson River at the south of Manhattan Island. Of course, with Morlun in the way, Spider-Man could not catch the Rhino with his webbing. "Serves him right for being such a stupid Good Samaritan," Morlun sneered as he turned around to face his remaining two opponents.

"How do we stop him?" asked an alarmed Sandman. But Spider-Man didn't immediately reply. Instead, he realized the room they were all in had a carpet. He quickly bent down, and ripped it out, tossing Morlun into the air and out the building. He then grabbed Sandman as he leaped through the smashed window.

"Do you think that will stop him?" his disconcerted passenger asked?

"No. But if we can get him to chase us, we can at least get him away from the city center."

"It's too late."

(Twenty-One) 14:01

The speaker of those words was neither Sandman, Morlun nor anyone in the vicinity of them. In fact, the speaker was several blocks away on the fourteenth floor of the Stoddard Institute. Notwithstanding that it was a very busy floor in a very busy hospital, nobody noticed the strange corner of darkness that surrounded May Parker on her deathbed. Except for the speaker, Nurse Ella Grey.

"There's nothing you can do. There's nothing that can save you. Do you know what's amusing? Forty minutes ago, everyone assumed you were going to die. You would think someone would get you a priest. But thanks to me, they've forgotten it."

Grey was not sitting in her chair. She was standing above Aunt May, waltzing in triumph, suffused in glee. "And who would it have been anyway? You're not Catholic. You're very clearly not Jewish. I imagine your first husband was some sort of mainline Protestant. For centuries they dominated the old Republic, the Republic of slavery and Indian killing and child labor. And then, in your lifetime they tried to do the right thing, and everybody left them and instead joined the Protestants of southern hicks and stupid lynchers.

"They couldn't save you. They were weak and sentimental and turned their backs on the iron teachings that clawed a great Empire from the forests that once covered this country. But then Evangelicals couldn't save you either. A million Pentecostals couldn't save you, even if they had Fox News hyping them 24/7.

"There is no God. But there is most definitely a hell, Mrs. Parker. And you are going to go there. But not just yet. We're going to give you a preview of it first. You are going to spend your last few minutes appreciating how evil eternity really is." Nurse Grey stood aside. "But don't take my word for it," she said, introducing a new figure.

(Twenty-two) The figure that emerged from the shadows was a man. He was white. To be precise, his skin was chalk-white and he had nothing to do with the Europeans who called themselves white. Nothing and everything, actually, with them, and with all other humans. He was clean shaven, had messy green hair, which conveniently matched his body suit and cape.

Nightmare.