"Hacking into the Raft's security is far easier than the S.H.I.E.L.D. helicarrier's."

Green Goblin: Norman Osborn. Squashing spiders is his hobby. Carves exploding pumpkins.

The Green Goblin himself grins mischievously, his sharp and white teeth barred with evil intent. He watches the many screens in front of him, hands folded behind his back and his neck slightly hunched to look down at the monitors. "I am surprised, Doctor."

"Oh please, what Tony Stark can do in a week I can do in an hour."

Doctor Octopus: Otto Octavius. Superior intelligence. Inferior ethics.

"Let us hope your brains are as confident as your ego, Otto." The Green Goblin glares at the doctor from the side. "Do not forget your place."

"You don't forget whose brilliant idea this was, and who managed to unite the most feared villains of the Raft." Doctor Octopus retorts, only taking a moment to turn away from the security keyboard to lower his brows at the Green Goblin.

Instead of engaging the eight limbed man in a brawl, which would surely end in his victory, the Green Goblin takes a breath and lets the subject go. After all, he needs Octavius in one piece for his plan to work. As long as everything goes as smoothly as it has been, the Spiderlings will finally be defeated. He watches the two arachnids from the screens as they continue to climb the prison, oblivious to what he has in store for them.

Spider-Woman jumps from wall to wall, following Luke Cage and leading the other heroes through the hallways of the Raft. Spider-Man follows her and swings on his webs whenever he can. The Guardians follow the spiders and Power Man into a small room, but they all run into each other when they are suddenly stopped by a wall.

"We turned off the security, so why are the walls up?" Spider-Man tries his best to stand up, but gets claustrophobic and sits on the ceiling. He grabs his sister's arm and pulls her up as well after seeing her struggle a bit.

"I don't do tight spaces." Adrena ignites her jet boots and flies between the ceiling and her piled up friends who are toppled over each other.

"You and me both." Jillian hangs on a web upside down. The position usually helps her think. "I bet the Green Goblin hacked into the security systems. If we turn on the panels in the proper order, we might be able to get out of this maze."

"Or we can do it my way." Luke wrenches his ankle out of some Groot twigs, but accidentally kicks Star-Lord in the face as well.

"These barriers look highly advanced. I don't think brute force will be enough to knock them down." Gamora puts her hand on the holographic wall that's blocking her team from progressing.

"I've never let walls hold me back before." Luke shrugs and Gamora nods. She gets out of the way as Luke cracks his neck. He lowers his right shoulder and runs full force into the wall. True to his name, Power Man breaks through the wall and is met with another one.

The team now has more breathing room, but Luke doesn't stop. Venom helps him out, and together the two keep running, breaking through four more walls. Once they get out of the maze, Luke falls forward onto the floor. "O-o-ow..."

"Reckless as always." Peter rolls his eyes and helps Luke stand up. He knows Luke didn't sustain any external injuries, and he doubts the man broke a bone.

"You're one to talk." Luke takes a deep breath to settle his muscles, which releases the tension. He looks around the room and suppresses a groan. Over the railing and down the stairs are a bunch of Raft prisoners causing a ruckus. "This is starting to get a bit repetitive."

"Here's a thought." Adrena smiles reassuringly at Luke and the spiders. She tries her best to smile at Venom as well, but she gets a bit creeped out. "Us Guardians will handle the prisoners. The rest of you can go up ahead and we can catch up."

"You sure about that, Miss Virgo?" Spider-Man asks, genuinely concerned about the Guardian's safety. Being in the Raft is dangerous and splitting up might not be such a great idea.

"Actually, it's Agent Virgo. And yes, I'm sure." Adrena raises an eyebrow at the arachnid, but lets it slide. At least he didn't call her 'princess'.

"Here, take these." Rocket digs some small devices out of his pocket and tosses them to Spider-Man, Spider-Woman, Venom, and Power Man. "Earpieces all connected to the same network. We'll be able to communicate even if you were transported to the next galaxy over."

"See, Spidey! Told you earpieces would come in handy someday." Spider-Woman lifts her mask up to her nose so that she can put the device in her ear.

"Too clanky, too uncomfortable." Spider-Man sighs and looks at the device for a moment before copying his sister.

"Since when is our job comfortable?" Spider-Woman laughs, making Peter roll his head dramatically.

"Let's just go, we're wasting time." Peter elbows Jillian in the arm before webbing the ceiling and swinging away.

Spider-Woman, Power Man, and Venom follow Spider-Man out of the room of rampaging Raft prisoners. The Guardians stay behind just like Adrena offered. Things are starting to look up for the small group when they see the next room occupied by four other young heroes. However, the door closes behind them and blocks them off from the other half of their team.

Kid Arachnid: Miles Morales. Next generation wall-crawler. Knows his stuff.

Spiderette: Maggie Morales. Looks after her older brother. Might be younger, but fierce nonetheless.

Ghost-Spider: Gwendolyn Stacy. Cross dimensional Spider-Gwen. Ready to rock.

Ms. Marvel: Kamala Khan. Inhuman polymorph. Total fangirl.

"Are you kidding me? How many prisoners can this place even hold?" Kid Arachnid gestures to the group that just came in and puts his hand on his forehead.

"Last I checked... six hundred and sixteen!" Ms. Marvel smiles and points at her red and black partner.

Ghost-Spider sighs loudly and crosses her arms over her chest. "When all this is over, I am taking a break from your dimension, Kamala."

"Hey! I knew I couldn't take all these prisoners by myself!" Kamala frowns and does her best puppy dog eyes at Gwen while sticking her bottom lip out more. "You three were my best option."

"Guys, look on the bright side. At least we are making progress!" Spiderette leans forward on her tiptoes and folds her hands in front of her.

"You're right, sister. Let's take these guys down!" Miles webs the ceiling and swings diagonally to the left. Maggie webs in the other direction and Gwen pulls herself forward. Kamala jumps up and throws a punch, her arm lengthening to reach its target.

Miles fights Luke with all his strength, which doesn't prove that much of a problem to the man whose skin is bulletproof. When the arachnid realizes he is barely making a dent, he gets a bit confused. "Is it just me, or are these new prisoners tougher than the others?!"

"They're more agile too!" Gwen's spider sense tells her to duck in order to dodge a kick from Spider-Woman. The two female spiders perform a bunch of different flips, swings, and punches, but none of them are actually meeting their mark. It seems like no matter what Jillian or Gwen does, the other one has an answer for it.

"Whatever it is, we can beat it. Keep fighting!" Maggie webs Peter's face and slides under his outstretched legs. This makes Spider-Man get pulled downward and face plant onto the metal ground.

"Gross! My limbs keep sticking to him. But, that doesn't make any sense!" Kamala wrenches her embiggened fist out of some Venom goo. "These guys are just supposed to be regular prisoners. What's happening?!"

"Kids, you have to settle down. We don't want to hurt you!" Luke tries to stay still through Miles's attacks, but it's starting to get a bit overwhelming and he has to restrain the kid.

"Haven't heard that trick before!" Maggie swings on the ceiling and tries to kick Spider-Man in the face, but the older spider is quick and side steps. He grabs Maggie's ankle and yanks her off the ceiling.

Spiderette loses her grip of her webbing and shrieks as she feels herself falling to the ground. The back of her head slams against the metal and Spider-Man cringes. "Oh... sorry! Didn't mean to do that."

"The enemy is apologizing? Now I've seen everything," Gwen says sarcastically. Jillian throws a fake punch at Gwen's head, making her spider sense go off, but then Jillian swipes her legs at her feet. The rockstar doesn't see the attack coming and falls backward. Spider-Woman wastes no time before webbing Gwen up and throwing her into a cell. She quickly presses a button and the door locks. Gwen rips herself out of the webs and bangs on the holographic door. "Hey, I didn't come to an alternate reality to get thrown in a prison cell! I could have just stayed home for that!"

While Maggie is still dazed, Peter picks her up and throws her into an adjacent holding cell right next to Gwen's. he webs the floor so that the young arachnid has a soft landing. Spiderette takes a shaky breath and holds her head. "Urg... somebody turned off the lights in here. Anyone have any Advil?"

Luke tries to hold back Miles, but when he grabs his wrists, he accidentally squeezes too hard. Luke feels a few bones snapping under his tight grip. "U-uh, I'm so sorry!"

"OWWWW!" Tears of pain soak into Miles' mask and his knees become weak from the feeling. Luke doesn't really know what to do, so he carries the broken spider and places him in a holding cell to help him cool down a bit. He doesn't want to fight Miles anymore, afraid that he'll break something more important than wrist bones. Miles quivers into a ball on the floor of his cell. "W-when I get out of here, I'm really gonna let you have it! Just give me five, ten minutes to recover, okay?"

Kamala does her best to dodge every attack sent by Venom, but she finds herself dangerously taking more and more steps backward. Once she hits the wall, Venom sees his chance and sprays a glob of symbiote gush at the Inhuman. Kamala bends her body out of the way, but Venom was counting on her doing so. He lengthens his arm and grabs her around the torso before throwing her into the last available cell. Kamala hits the wall and puts her hand on her back. "Not cool! This is totally what oppression looks like! I-I demand a lawyer, a phone call, and a fair trial!"

"I had higher hopes for these young champions." Mist fills the room and an echoey voice bounces off the steel walls. The four remaining heroes look around for the source of the voice, and after a few moments they see him. Green robes, purple cape, golden amulets, and a blue fish bowl for a head.

Mysterio: Quinten Beck. Stellar performer. Reality is his plaything.

"Beck, I should have known!" Spider-Woman suppresses a growl when she catches sight of the man. Mysterio is one of the bad guys that gave her and her brother the most grief when they were first starting off as heroes.

"Might as well give up now while you can! There's four of us and one of you." Jillian almost hits Peter upside the head after he says that, but she doesn't get the chance.

Mysterio laughs darkly and vanishes into a swirl of green mist. "If you think you can defeat me, you are deceiving yourselves!"

Not five, not six, but eight Mysterios appear all spread out around the room. The heroes leap into action, silently upset that they rendered four other heroes out of commission. They could really use some help right about now.

Venom does all he can do in order to keep two of the Mysterios occupied. He forms sharp claws with his goop and slashes at the bubble headed magicians. Both of the Mysterios prove to be quite a handful, however, and create a technique that annoys Venom to madness. Attack and retreat is something Venom can not stand, and Mysterio knows it. Venom yells in annoyance after a few rounds of getting hit by Mysterio and not being able to catch him. However, the rage only makes him more blind, and he loses control of his actions.

Spider-Woman attacks from the ceiling, knowing that the green mist on the ground is likely to be poisonous. Whenever she sees an opening, she swings down and attempts to kick a Mysterio fish bowl without touching the ground. Although, after a few minutes of this, Mysterio understands her pattern and sends an illusion upward. He creates a few spikes and shoots them at the swinging spider, making Jillian yelp and lose grip of her webs. She coughs and struggles to stand up after she falls right into a batch of green mist. "Y-you always were an... unfair fighter."

"Oh, Ms. Spider. You never were a match for me." Mysterio kneels on one knee as Jillian falls to the ground, her eyes struggling to stay open. "Even with all your teammates at your beckon call, you could never-"

Spider-Man jumps and kicks Mysterio in the side, making the villain crash into the wall. "We could never what? Sorry, I cut you off!" Jillian laughs weakly and Peter quickly drags her out of the green cloud. "Sis, you okay?"

"Nothing a bit of rapid healing can't handle." Spider-Woman tries to stand up, but her legs are too weak. Her brother catches her before she could fall and lets her lean on him. "Don't worry, Spidey. I'm fine."

Peter holds her close to him and watches the fight continue. Luke and Venom do a great job of keeping the eight Mysterios occupied, but they are clearly getting tired. Very soon they'll crash from exhaustion or miscalculate an attack. Peter sets Jillian down and gets in a protective stance. Just before two of the Mysterios can attack or spray him with mist, two bangs are heard and the illusions go down.

"Sorry that I'm fashionably late, but the real Mysterio threw me in a cell a few rooms ahead."

Trigger: Sarah Green. Knows every attack before it happens. Lives in the present, focuses on the future.

"Aw yeah!" Peter pumps his fist in the air and smiles under his mask. "The great Sarah Green! I knew you'd show up."

"Knowing the future is my job, Spider-Man." Sarah winks at the red and blue arachnid and smirks. She turns her gaze over to the six remaining Mysterios. "Let's get this over with, shall we Quinten?"

Sarah twirls her twin guns around in her hands before aiming them at one of the Mysterio illusions. She fires, making the fake vanish. Another Mysterio flies up to her and makes grey and black mist swirl around his fingers. "My plan worked. You came for me, Sarah."

"Of course not. I came for them." Sarah nods her head at the four beings fighting the rest of the Mysterios. "Sorry, Quinten. Your plan sucks."

"But I'll make sure you stay here anyway!" Mysterio makes a whip out of his grey and black mist, and starts using it as a weapon to attack Sarah with.

Trigger sees where every attack is going to land and makes sure she gets to a safe place once it happens. Mysterio gets annoyed, and even though he understands her powers, he will not give up in trying to defeat her. Sarah looks over at the others to see how they're doing. Her powers let her see that Luke will get knocked out from Mysterio's next attack, so she says, "Luke, in three seconds step to the right!"

Power Man does as instructed, which results in him dodging a major blow to the head. If he raised his arms to block it like he was going to, the attack would have broken through his defense and Luke would have been out cold. "Nice call, Sarah. What else you got for me?"

"These are all illusions. The real Beck is hiding somewhere!" Trigger bends backward as the whip swipes horizontally at her face. Her orange hair goes crazy as she twists upward, and uses her body momentum to jump and round kick her Mysterio. When she lands, Trigger quickly raises one of her guns and shoots the illusion. "Don't be afraid to give these ones all you have."

"Finally!" Venom lengthens his claws and jumps on the nearest wall. He uses the new angle to his advantage and springs off the wall, slicing through two Mysterios at once. He lands on all fours and charges up his energy to make goo spikes emerge from his back, stabbing into the remaining illusions. "You should have told us that earlier."

"I guess that's... one way of doing it. N-not exactly what I had in mind, though." Sarah tries to keep her voice from wavering too much when she speaks to Venom. She clears her throat and looks around the room, her eyes landing on the resting Spider-Woman. Her eyes widen when her foresight shows Spider-Woman's life fading away. "No you don't!"

Trigger shoots her gun right by Mysterio's head before he could poison Jillian even more. The shock of the bullet being so close to him makes Mysterio appear and turn towards his attacker. "Allow me to ex-"

"Explain why you're out of your cell and how you tricked me into stepping into one myself? Save it for the trial, I know a good lawyer." Trigger grabs the illusionist's cape and opens a cell. Luke lifts up Maggie, and Sarah throws Mysterio back where he belongs.

Now that Mysterio has been captured, Spider-Man opens the cells of the three other young heroes. Ms. Marvel, Ghost-Spider, and Kid Arachnid all stumble out of their small prisons while Spiderette is placed back on her feet. Ms. Marvel looks at the older heroes sheepishly. "Sorry about that. You guys looked like real Raft prisoners!"

"Eh, don't worry. Next time just follow your spider sense." Peter taps his head, but then looks at Kamala. "Or your gut."

Behind the group, the door opens. The Guardians of the Galaxy step into the room, and Rocket sighs dramatically. "I thought you all were going to get a head start?"

"Got a little caught up." Jillian says breathlessly and stands up. She only wobbles a small bit before she regains her confident posture.

"We can see that. New recruits?" Gamora asks while looking down at Miles. The thirteen year old hero takes a step back, a bit intimidated by the green assassin.

"Just a few extra hands. Now, we better hurry if we want to stop the Goblin." Trigger nods confidently and points her thumb at the doorway.

Spider-Man rests his elbow on Trigger's shoulder and squints his eyes under his mask. "How did you know the Goblin is behind all this?"

Sarah shrugs and flicks Peter's arm off her shoulder playfully. "He hates you the most."

Luke has to hold his stomach to keep himself from falling over from laughter. "You got that right, Trig. Let's blow this clown's party!"

Luke raises his hand and gives Sarah a solid high five. The two lead the charge with Spider-Man and Spider-Woman running on the ceiling right above them. The other arachnids, Ghost-Spider, Spiderette, Kid Arachnid, and Venom, swing on their webs and follow the group. The Guardians and Ms. Marvel bring up the rear, protecting them from behind if needed.

The next hallway is lined with, uh, red lines. No, seriously, there are red lines that connect from the ceiling to the floor, from wall to wall, and from ceiling to wall. Diagonal, horizontal, and vertical lines connect to the different surfaces to create an intimidating looking hallway of red eerie light.

"There's a panel on the other side of the room that can disarm the security." Spider-Woman points over to the control panel across the hall. "Problem is that we have to get there first."

"Luckily your older brother can stick to walls." Peter nudges Jillian in the side and starts crawling on the ceiling. Jillian sits upside down and watches her brother go to work. He's always been the better one at these types of things - agility and weaving through tight spaces.

Everyone watches and holds their breath as Peter expertly dodges every red sensor. When he gets near the end, Spider-Man aims and webs the panel to hit the red button. All of the red lights turn off, and Peter takes a big sigh of relief. His fingers become numb and he falls off the wall on his back. Jillian hops over to him and says, "Nice going, bro!"

"Thanks... I was totally confident the entire time." Peter jumps up after a moment, feeling his happiness replace the numbness.

"I could have done it quicker." Gwen rolls her eyes and keeps walking through the hallway. "Just sayin."

When Gwen is out of earshot, Sarah leans over to Peter and whispers, "She would have set off the alarm, making Raft prisoners swarm inside and blocking us from the next cell."

Peter chuckles as he thinks of Gwen acting so confident, but then epicly failing. Everyone ventures forward, but are stopped by a locked door in the next room. When everyone enters, the door closes and locks behind them. A creepy voice resonates through the room, and it has a weird sound. It's as if his voice was recorded, played backward, the tone was reversed, and then played forward again. "Funny you should mention Swarm."

"Oh please don't tell me he's here too." Spiderette whines, not at all liking where this is heading. In her dimension, Swarm and her are on very bad terms.

"Sadly, no. He was transferred over to another prison." The voice rings again. Right when it stops speaking, a man in a nice suit and tie struts out from one of the cells. His entire body's complexion is inverted as if it's a negative photograph. (You know, those photos that you played with when you were 12 that made you look like you were giving yourself an x-ray.)

Mr. Negative: Martin Li. Has a lot of inner demons. Isn't a very positive person.

"On the bright side, I found myself some new friends!" Martin takes a hand out from behind his back and raises his black sword. A bunch of other people appear behind him, all wearing black clothing and creepy masks with weird eyes. (Told you he has a lot of inner demons.) To make things worse, two other villains come out from the cages. One is very tall and muscular, dressed in a grey hide suit, and has two horns on his forehead. The other has a green suit which enhances his strength, a long tail with a stinger at the end, and a very bad attitude toward the Spiderlings.

Rhino: Aleksei Sytsevich. Packs all kinds of big punches. Honestly, we don't know how or why he got his powers.

Scorpion: Mac Gargan. A spider's main predator. Try to stay clear of his tail.

"Everyone stop your yammering! I want a fight!" Scorpion spins, making his tail go flying. It stretches out and tries to wrap around Spider-Woman, but she jumps backward and sticks to the wall.

None of the villains waste anymore time and copy Scorpion's orders. Mr. Negative swipes his sword across his body and a black beam is projected out. It hits Agent Virgo right in the chest, knocking her out of the sky. The villain turns to Star-Lord next and performs the same maneuver. Rocket blasts Mr. Negative with a grenade launcher, making Martin fly back into the wall. Adrena blinks her eyes back into focus just in time to dodge a knife about to be stabbed into her side. Gamora runs over and swiftly gets Adrena back onto her feet, and the two females stand back to back. Together, they use their weapons to start fighting the demons.

Spiderette and Kid Arachnid stay up on the ceiling and try to figure out a way to stop the Rhino. In the meantime, Ghost-Spider does her best to tick off the muscular villain. She slides under the Rhino's legs and webs them, pulling them back to try and make him fall. However, the Rhino isn't easily tripped up and he turns around without flinching. Drax runs and jumps, extending one of his legs to try and kick Rhino in the gut, but the villain just stands there. The Guardian falls on his back and yells in pain while holding onto his leg.

Luke Cage jumps onto Rhino's back and grabs his horn. Rhino tries to shake the hero off, but Luke has a firm grip. Power Man flips over Rhino's head while still holding tightly onto his horn, and lands. Using the momentum he gained, Luke throws Rhino over his own head and makes him land on his back. Before Luke can celebrate, Rhino rolls forward which makes the hero in yellow also roll forward and lose his balance. Luke hits his head and back on the wall, but that's not the least of his worries. Rhino runs into him, his horn piercing right through his side.

"AAAAHHHGGG!" Luke yells as Rhino yanks his horn out of the wound. Spider-Man kicks Rhino in the side of his face to get him out of the way.

Peter leans over his friend and kneels down, holding Luke's shoulder. "Your skin! I didn't think this was possible!"

"It wasn't supposed to be..." Luke hasn't had his skin broken in a long time, which means that he feels extreme pain whenever it happens. The hero holds onto the wound and tries to control his breathing, but nothing is helping to dull the pain. What's worse is if they don't find a way to patch him up soon, then Luke will eventually bleed out.

"Trigger!" Spider-Man yells and gets Sarah's attention. The ginger spots the arachnid and makes her way over to him, shooting any demons that get too close to her.

"What happ- oh my God, Luke!" Trigger covers her mouth and kneels on the floor. She stares at the wound and tries to see any future that she patches him up.

Adrena sees that something bad is happening from her spot in the sky and dives downward until she's standing next to the group. "I can heal him."

"You have to hurry." Sarah nods and realizes that Adrena can surely heal Luke. "I'm not sure how long he can last like this."

Agent Virgo puts her hands over Luke's side and white mist swirls around her fingers. Adrena finds this to be more difficult than usual. "What the heck are you made of?"

Luke weakly chuckles and takes a deep breath. He closes his eyes, finding the pain subsiding. "It's a long story."

"Nothing can overpower me!" Rhino lowers his head and charges, stampeding across the room and running right into Groot. The tree stays standing and pushes back, but his feet slide across the ground. Even Groot isn't strong enough to stop the rampaging Rhino.

Kid Arachnid webs Rhino's eyes and swings down from the ceiling. He aims his next web shot at his sister who also thwips. Their webbing connects, making it stronger, and the two run forward while stretching out their creation. Miles jumps and wraps the webs around one of Rhino's legs while Maggie wraps her end around the other. Miles crosses his arms and confidently says, "Nothing except the laws of physics!"

Rhino yells in frustration and falls forward, his horn getting stuck into the floor. Groot smiles and gives the kids a double thumbs up, making Maggie and Miles blush.

Venom webs the wall in front of him and pulls himself forward. He body-slams into Scorpion, making the arachnid fall backward. Jillian grabs Scorpion's tail and throws him into a cell. Ms. Marvel makes her hands grow and she claps them over Mr. Negative's ears. He drops his sword and Star-Lord swoops down, grabbing the villain's ankle, and tossing him into the last open cage. The demons all vanish once Mr. Negative is separated from his blade.

"Nice job, team!" Ghost-Spider cheers and flips in the air. She lands and gives Miles a fist bump. "Let's continue on ahead!"

"Yeah, this is the elevator that'll take us up to the control room." Spider-Man hacks into the elevator's panel and starts up the device. Thankfully, the elevator is just big enough to fit everyone onto.

The ride is short and quiet, only a bit awkward. When they reach the top, Spider-Woman and Spider-Man swing on the ceiling and kick down the door. Just as they suspected, a man with four extra metal arms is in front of the biggest computer, typing away.

"That incompetent jester may think he's the one behind this. But, let me assure all of you, it was my plan!" Doctor Octopus presses one last button and turns around to face the heroes, two of his robot arms supporting him. "And the last part of my plan is almost complete! Time to meet your doom, HEROES!"

Hundreds of robots with four extra legs crawl up from their hiding spots and surround the room. They climb on top of computers, walls, and even hang from the ceiling. Jillian's spider sense goes off and she jumps to the side. "Octo-bots! Everyone, try to make your way to the main computer so we can shut them down!"

Jillian swings on the ceiling, careful to not accidentally shoot her webs onto an octo-bot. She dodges one of Doctor Octopus's arms and reaches out to the computer, but she forgot that he still has three more metal arms. One of which wraps around both her legs and pulls her back so she can't touch the computer. Doctor Octopus raises Jillian upside down and lifts her so she is eye level with him. "You have no idea what I have in store for you, Spiderlings!"

"Is it toothpaste? Because you could use some right about now." Jillian aims her fingers and webs the metal arms that are supporting Ock. Spider-Woman pulls on the material, and the multi-limbed man falls backward, allowing Jillian to jump out of the trap. "Works every time. You know, Otto, you should get new gimmicks if you want to continue with this super villain thing."

Instead of saying something like, Curses, foiled again! like Jillian expected, Doctor Octopus smiles and raises one of his real hands. In it, he holds a grey remote with a green button in the center. "For once, Spider-Woman, I agree."

Doctor Octopus presses the button, making all of the spiders in the room turn toward the left wall, their spider senses sending a chill through their body. The wall opens up and someone steps into the room. His teeth are huge and sharp, and his skin is scaly green. He has a long tail and claws on his fingertips. His yellow eyes glow with hate as he stares at all the heroes present.

The Lizard: Doctor Curtis (Curt) Connors. Loyal and brilliant scientist. Except when he's a monsterous, regenerative reptile.

"Doctor Connors, I know you're in there!" Spider-Man shoots webs at the Lizard, pulling him forward, and punching him in the jaw. "Come on, it's me! Ock is controlling your mind, you have to fight it!"

The Lizard kicks Spider-Man's legs out from under him, and catches him with his tail. Peter finds himself struggling to breathe as the Lizard's tail gets tighter and tighter around his body. Venom jumps in, grabs the Lizard's arms, and throws him into the wall. "Lizard's mind is too dulled. Connors is no more. We could feel it."

Spider-Man crawls away from the new hole in the wall and coughs, trying to get back some air into his lungs. "No, he has to still be in there somewhere. If we can find what Doc Ock did to him then maybe we can reverse the effects."

"How can we understand the science behind it?" Venom looks at Peter with a confused face.

"Why does everyone forget that I'm a scientist too? Biology is my thing!" Spider-Man complains, but his whining doesn't last long. The Lizard jumps back into the room and slashes his sharp nails at the duo. Venom dodges, but gets scratched. Luckily, the goo only swivels and goes right back to where it is supposed to be.

The Guardians and the other spiders do the best they possibly can to take out the octo-bots. The problem is, they keep coming. There's no rhyme or reason to their attacks either. It's as if they were purely made to keep them occupied. Even if they did manage to figure that out, they would never be able to maneuver around them. Therefore, they are all stuck fighting the octo-bots while Venom and Spider-Man fight the Lizard and Spider-Woman deals with the Octopus.

"Okay, I feel like something's bugging you. I have no expertise in psychology, but I want you to know that you can tell me anything, Octavius." Spider-Woman keeps dodging attacks from the Octopus, trying to get his legs tangled up. However, the doctor is so used to his arms that he's practically a natural at using them now. He grabs Spider-Woman out of the air from around her neck and slams her on the ground. Two of his other arms trap her hands down so she can't use her webs to escape. Jillian feels the octopus leg around her neck slowly tighten and she starts to see spots. "Is this about the... time I stole your old... chemistry set... for a... sci...ence... pr...oje...ct?"

"This is for everything that you've ever-" Ghost-Spider jumps through a portal and punches Doctor Octopus so hard that he goes flying into the other wall.

Gwen slams her fist on the computer's control panel, disabling all the octo-bots. She quickly kneels over Jillian and goes to check her pulse, but the blue arachnid sits up and slowly stands. Gwen puts one of Jillian's arms around her shoulders. "I don't think you should be walking around just yet, Spider-Woman."

"The Green Goblin..." Jillian points to the entrance of the lab, making Gwen direct her attention there too.

The Goblin laughs and flies across the room on his hovercraft. "It's just like you, Otto, to get carried away. Fortunately, the plan has not dwindled just yet. Come to me, pests, and be prepared to witness the true power of the Green Goblin!"

Norman crashes into the main computer, but that doesn't stop him. He zooms out of the other exit and up the next elevator shaft. Spider-Man turns back toward the Lizard, but the reptile sprints away, going back where he first came from. Peter wants to follow him, but he feels like it's a trap. "That was odd. The Lizard never runs away from a fight."

"I guess this is all part of the Goblin's 'master plan'." Miles says while using quotation marks. "If we know anything, it's that the Green Goblin always has a master plan."

"Yeah, no matter what dimension he's from." Maggie rolls her eyes and sighs, wishing she could have a break from fighting a green power hungry villain. "Same old Norman Osborn."

"Well, then like always, there's only one thing we can do now." Peter walks up to Jillian who's a bit more recovered.

Jillian nods and takes her brother's hand. "Walk right into his trap."

Reluctantly, the group of heroes ride the elevator up to the top of the tower and walk through the door. None of them think it's a good idea, but it's the only way to get Norman to tell them of his ultimate plan. Peter cringes when he sees the helipad straight ahead. It's pouring rain and the moon is high in the sky. They must have been stuck in the Raft for the entire day! Peter sucks up his fears and leads the team onto the helipad. "Why do we always have to fight him in high places? It never ends well."

"Normally I'd ask you what took you so long." The door shuts and locks behind the heroes, and they all turn around to look at the Green Goblin hovering above the tower. A bright orange gem hovers in the Goblin's hand. "But tonight I understand your punctuality!"

The Green Goblin folds his fingers over the Gem, making the raindrops all around the area stop in the air. It takes a second, but Star-Lord realizes what's happening. "It's the Time Gem!"

"Clever, but not clever en-WHAT?!" The orange Time Gem flies out of the Green Goblin's hand after a web was shot at it.

Everyone stares at Peter as the arachnid lowers his arm. "You were starting to get monologuey again, Gobby. We talked about this!"

The Goblin takes everyone by surprise and starts laughing. "Jokes will get you nowhere this time, Spider-Man! I see you brought some friends. Fitting, because I brought some friends of my own!"

"That's our cue. Come on out, everyone!" The group turns around to see three men smirking at them. One wears a cowboy hat and holds a lasso. The second is huge and muscular with rocks for fists. The last one has curly black hair and fiddles with a gun.

The Enforcers: Montana, the Ox, and Fancy Dan. The Spiderling's first rodeo. In charge of the B-level villains.

"The Enforcers? Really, Norman? We took down all your biggest and baddest henchmen in one day. What are these guys supposed to do?" Jillian knows she spoke too early, but she had to say something in order for Norman to reveal his plan.

Just as she hoped, the Green Goblin smiles and says, "They are supposed to free all of those you made angry, little spiders!"

"So they're the ones who have been freeing the prisoners!" Luke gets really irritated, remembering when the Raft prisoners were freed from that one room three times.

"Couldn't let the king have all the fun, now could we?" Montana gestures to the Green Goblin. After he says that, prisoners start crawling up the tower and onto the helipad, surrounding the heroes. And they're not just any prisoners.

Molten Man, the Wrecking Crew, Shocker, Electro, Hydro-Man, Vulture, Kraven, Chameleon, Mysterio, Rhino, Scorpion, Mr. Negative, the Lizard, and Doctor Octopus join the Enforcers and the Green Goblin to face off against the heroes. The Guardians, Ms. Marvel, Trigger, and the spiders press their backs against each other and stare at their opponents. Only one thing is going through the spiders' minds: this is a very amped up version of the Sinister Six. The Green Goblin throws a pumpkin bomb at the group of heroes and the fight starts.

Trigger rushes at Mysterio, her guns pointed in front of her. She jumps out of the way of some illusions that will hurt her and bursts through the others. With the help of her foresight, Sarah gains the advantage easily and starts fighting with Quinten up close and personal. Ms. Marvel stretches her arms out and catches Chameleon in her grasp. The man shape shifts so he is slimmer and manages to free himself. Ms. Marvel widens her eyes when she sees Chameleon transform into her, but she keeps her guard up. The two run at each other with the same glint in their eyes. Venom growls and bares his teeth at the Lizard, and the reptile retorts with the same action. Venom tries to shoot goo out at the creature, but the Lizard is able to claw away at it. The symbiote gets a bit discouraged as the reptile closes in on him, but gets in a fighting stance nonetheless.

The Guardians fight the best as a team, but unfortunately they have been split up by the many villains. Star-Lord charges at the Enforcers, angered that he was so oblivious about the group managing to free the villains from the shadows. Quill flies above them, but Montana lassos one of his legs and drags him to the ground. Fancy Dan and the Ox stare at the helpless half human now that he's been grounded. Drax has a score to settle with Molten Man, and so he uses his weapons to attack him. It's probably best that he is the one to fight the lava being, for he is the only one who can touch him without consequences. Gamora fights Kraven the Hunter with more grace than Drax fighting Molten Man. She takes advantage of his hunter attitude and goes full on assassin mode. Gamora fights with her sword and Kraven wields his spear, but the two seem matched in skill because of their expertise in weapons. Agent Virgo takes to the skies and clashes fists with the Vulture. She shoots energy beams out at him, but Adrian is way too fast and dodges everything. Instead of the straightforward plan, Adrena kicks her boots and wings into high gear and chases Vulture in the rainstorm. Rocket is unfortunately stuck fighting the impossible to beat elemental, Hydro-Man. His guns are no match for Hydro-Man's liquid form, but that doesn't stop the raccoon from trying. Rocket dodges everything thrown at him while taking a few open shots to Hydro-Man's face. Groot and the Wrecking Crew go fist to branch. Even though he's outnumbered, Groot is able to hold them off and fight decently against them. It's only when the Wrecker gets a few good hits with his wrecking ball that Groot feels himself unevenly matched.

Power Man hasn't forgotten about the Rhino's last attempt to get him out of commission. Luke is more careful this time as he faces off against the horned villain. Rhino actually starts to get a bit annoyed because of how irritating Luke is being. Spiderette webs up some demons before fighting Mr. Negative himself. She finds it difficult to fight him while he has his sword, but all she has to do is focus. There's no ceiling to web onto, so Maggie shoots webs at him that have an electric pulse in order to not get too close. Kid Arachnid trades fists with Electro. Max is a bit shocked when he sees Miles has some electric powers of his own, but he's not as experienced. So, instead of trying to outshow Electro, Miles uses his power of stealth to gain the upper hand. Ghost-Spider finds her hands full while fighting both Scorpion and Shocker. She does cartwheels and high backflips to make up for the fact that there's no ceiling or walls. Shocker realizes that he works better without Electro bugging him, so he is able to work more in sync with Scorpion. The two villains easily combine their efforts to try and overwhelm Ghost-Spider.

Spider-Woman continues to annoy Doctor Octopus with her fighting style. She isn't able to get past his legs right away, but she knows that with patience and a bit of unexpected moves, she will be able to trip him up at some point. Doctor Octopus fights with anger in his eyes, refusing to be beaten once again by this pesky little arachnid. Spider-Man webs the Green Goblin's hovercraft and climbs on top of it. He knows he has to keep the Goblin away from the Time Gem. Peter and Norman fight each other from the top of Norman's hovercraft, the little bit of floor space only slightly scaring Peter.

"I've come too far for you to ruin my plans now!" The Green Goblin growls and throws three pumpkin bombs at Peter. Spider-Man jumps backward off the hovercraft, webs the bottom of it, and swings up so that he lands on the other side.

"You know, that's kinda my thing. Ruining your plans to save innocent lives." Peter takes a shot and shoots webs at the Green Goblin's hand. The sticky material keeps Norman from opening his fingers to throw another bomb.

Peter takes this chance to jump up and land a powerful punch on the Green Goblin's head. Well, that's what would have happened if the Green Goblin hadn't grabbed his wrist on the way down. The Green Goblin pulls Spider-Man down and throws him with all his strength. Peter lands on the helipad and makes a dent in the floor.

"Brother!" Jillian sees Peter make a crater in the helipad and angrily turns toward Doctor Octopus. "Get off of me!"

Spider-Woman rips a metal arm off her and tries to jump over to her brother, but Doctor Octopus recovers quickly and stops her. Two of Otto's metal arms coil around Spider-Woman's arms to keep her from escaping or using her main tool. To make sure she's going nowhere, Doctor Octopus spins and slams Jillian into the wall of the tower.

The Green Goblin chuckles as he lifts up the orange Gem once again. When his fingers close around the object, everyone freezes except for himself. "Finally, power worthy of me." Norman squeezes the Gem in his grip again and all the villains unfreeze. They look around in confusion, but then they notice the orange glow seeping out of Norman's fingers. "Dig in, my allies!"

The villains all laugh and cheer, some even clap their hands and whistle. Then they turn to their opponents. Mysterio wills real chains to appear and wrap around Sarah, holding her to the ground. Chameleon jumps up and punches Ms. Marvel into the cement, making sure that the debris covers her body. The Lizard bites into Venom and rips him to shreds which exposes Eddie. He then flings Eddie away from the symbiote so that it can't bond with him to heal. The Enforcers dismantle Star-Lord's gear. They take apart his rocket boots and take his weapons away before Ox hits him hard with a boulder. Molten Man buries Drax into the ground and hardens the pavement with cooled magma, suffocating the alien. Kraven steps on Gamora's chest and takes her sword into his own hands. He buries her blade into her shoulder to pin her to the ground. Vulture flies up to Agent Virgo and grips her purple wings before ripping them both in half. He then smashes the quartz on her back and boots with his talons so she can't summon them back. Hydro-Man easily overloads Rocket's guns with water and then tosses the raccoon off the side of the helipad. The Wrecker smashes his wrecking ball into Groot's chest, making a hole. The other members of the crew use their own weapons to cut off Groot's legs from his body. Rhino stabs his horn into Luke's stomach and then stomps him into the ground. Mr. Negative slices his blade across Spiderette, cutting into her side. He slashes his sword once again and this time a black rope flies out, wrapping around her neck and keeping her pinned to the floor. Electro finds Kid Arachnid, and shocks him with inhumanly amounts of voltage before picking him up and slamming his head into the concrete. Shocker pounds Ghost-Spider with vibrations while Scorpion takes off her web shooters. Scorpion ties the white and pink spider up with her own webs and hangs her from the helipad.

Doctor Octopus drags Spider-Woman's body out from the tower and lifts her up with his arms. The Green Goblin flies down and grabs the front of Spider-Man's costume, lifting him and making him float in the air. "You know what I've always wondered, Doctor Octopus?"

"What's that, Green Goblin?" The conversation between the Green Goblin and Doctor Octopus catches the other villains' attention, and they all see where this is going.

"I have always thought about who has the strength and the wit to cause us all so much misery!" At the Green Goblin's statement, all the villains cheer. Norman continues, "It all ends today, right now!"

The Green Goblin rips off Spider-Man's mask and Doctor Octopus yanks off Spider-Woman's at the same time. The villains are all in complete shock. "No way." "It can't be!" "They're just college students!" "Wait, I recognize them!" "Now that you mention it, so do I." "I can't believe we have been beaten up by Jillian and Peter Parker!" "This is crazy." "How come I didn't see it before?!" "Let's kill them!" "No, destroy the other heroes and save these two for last!" "I like the way you think!"

Doctor Octopus snags Peter out of the sky with one of his arms. He throws both Jillian and Peter into the wall of the tower, making sure they're trapped underneath the debris. The Green Goblin raises the Time Gem and smiles. "Let's see their pained faces when they watch us tear their friends to pieces!"

Time resumes as normal, and all the heroes feel the impact of what happened to their bodies while in stasis. Trigger kneels on the ground, her hands tied to her sides by the chains. Ms. Marvel's head hurts from her new concussion. Venom screeches, its entire being in pain because of being separated from Eddie. Star-Lord's wrists and legs hurt from his weapons being stripped from him. Drax tries to push the added weight off his body, but he is slowly being drained of energy. Gamora yells in pain from feeling her sword in her shoulder. Adrena falls from the sky and crashes down onto the pavement. Rocket's jetpack malfunctions and he lands in some part of the Raft below the tower. Groot whimpers in pain as he looks down at his dismembered legs. Luke gasps and tears rim his eyes as he looks at the fresh wound and new broken ribs. Spiderette tries to stand up, or even sit up, but the rope around her neck strangles her every time she moves. Kid Arachnid can't see anything because of how hard his head was smashed into the concrete, making him scream from fear. Ghost-Spider struggles in her own webs as she hangs from the edge of the helipad.

Peter grips Jillian's hand hard once he finds it. He feels her rub her thumb over his, indicating that she's okay. None of it lasts as the Green Goblin yanks Peter out from the rubble and holds him up. Doctor Octopus wraps his metal arms around Jillian's torso, also lifting her up for everyone to see. The Green Goblin laughs as he dangles Peter in the air. "With the help of everyone here, we took down the famous Spiderlings! We will finally destroy them, and rid the world of their heroic efforts for good!"

All of the villains cheer loudly and the heroes stare sadly at the two spiders. They were defeated, they can't believe it. Sarah feels tears start to fall down her face and she yells, "Norman, put him down!"

"Of course... I wish to see the horrific fear in their eyes first, as I snuff out the lives of each and every one of you!" Norman makes eye contact with all the heroes present. "Starting with you."

"Norman, please. You're better than this. I know you can do great things! Y-you can stop this." Sarah's eyes start to turn red and she sees what's going to happen. There's nothing she can do.

The Green Goblin gives Peter to Doctor Octopus. He slowly starts walking up to Sarah. Some of the heroes trapped on the ground try to get up so they can fight the Goblin, but the villain who was fighting them laughs at their struggle and makes sure they don't get up. However, Mysterio steps between Sarah and the Green Goblin, and faces the latter. "Do not forget your promise to me."

"And you don't forget who you're talking to. I'm the Green Goblin, Mysterio." Norman chuckles and tosses a pumpkin bomb at the illusionist. Mysterio gets knocked out from the poisonous gas and the Green Goblin kicks him aside.

Sarah shakes her head slightly, trying one last time to reach to her former boss. "Please, Norman, you can change. Norman..."

Trigger starts sobbing, but she closes her mouth to hide it. She knows her foresight is working, but the problem is that she doesn't see anything but black. The Green Goblin kneels down, and strokes her chin with his thumb before gripping her neck. "Norman Osborn is gone. Only the Green Goblin will live!"

Snap!

"SARAH, NO!" Jillian screams and struggles with all her might against Doctor Octopus's legs.

"Let me go so I can turn him into Goblin paste, Otto!" Peter thrashes wildly just like his sister and he starts to sob.

Sarah's head limps downward at an odd angle. Jillian kicks backward with all her strength and manages to hit Doctor Octopus in the leg. Otto yells in pain and drops her. Jillian punches Doctor Octopus across the face, which makes him free Peter, and the two run up to Sarah's body.

The chains still support her form, but Jillian loosens them and rests her body in her lap. Jillian's tears drop onto Sarah's pale face, and she wipes some orange strands of hair away from it to see her more clearly. "I love you, Sarah. Thank you for helping us."

Both of the Spiderlings lean down and softly kiss the dead hero's forehead. The Green Goblin sighs loudly, making it sound sarcastic and rude. "Love is a weakness! See where it gets you? It brings pain and heartbreak! There is nothing more powerful than fear and, well, me. The world shall bow to their Goblin King, and they will know me as the one who destroyed their spiders' souls!"

"You know, Peter Parker was right. You monologue too much." The Green Goblin turns around to see who spoke, and sees Venom growl in his face. The symbiote, now connected to its host, slashes his claws at the Green Goblin. Norman howls in pain and covers his fresh wound with his hands. Venom grabs the Time Gem that the Green Goblin dropped in the process, and turns toward the Spiderlings. "Peter, Jillian, heads up!"

The villains spring into action, but they're too late. Venom throws the Time Gem to the Spiderlings, and Peter reaches out, catching the Gem. Instantly, everything freezes. Peter looks around and wills the heroes and his sister to unfreeze. "You think we can... reverse time with this?"

"Yes, but you have to think of the consequences." Adrena wipes her eyes quickly and takes a deep breath, knowing there's still hope. "Are you ready for people to forget your identities once again? What if you reverse time and all of this happens the same way?"

Jillian does her best to smile at Adrena. She takes her brother's hand and looks at the Time Gem. "We understand, but there's a certain motto we live by. It means that if you can change something, then you should."

"With great power comes great responsibility." Peter hugs Jillian and squeezes the Time Gem. The people around him phase in and out of view, everything happening in reverse. Jillian and Peter feel their masks slip back on their faces, and they find themselves becoming Spider-Man and Spider-Woman once again. Once everything is back in order, the Spiderlings turn around and Peter feels the Time Gem fly back into Norman's grasp. Still holding each other's hands, Peter and Jillian stare confidently at the Goblin who started this whole mess.