It was late at night when we saw a thief use a code breaker and get in the car. Unaware, Spider-Man was sitting in the backseat. Then, he cleared his throat and alerted him.

Spider-Man: In future reference, if you're gonna get a car, don't dress like a car thief, man.

The thief sees Spider-Man as he holds the breaker close.

Car Thief: G-Get back man, don't want any funny business.

Spider-Man: Really? A codebreaker?

Spider-Man kept shooting his webs at the car door because the thief was trying to escape.

Spider-Man: You know, you're... You've got a mind... of the true scholar, sir. I was going more for the guys who do the luge.

The thief struggles as Spider-Man shoots his web up.

Spider-Man: Best I go now, got other things to do.

Car Thief: What is this?

Spider-Man: Organic webbing, it's pretty awesome spider power. I don't think you want to know.

Spider-Man walks away from the scene.
What Spider-Man didn't know was that the entire fight was recorded and broadcast.

The one watching the fight on a computer screen was sitting behind the desk, but he was not visible due to the room being so dark. There was one other person in the room. This person had combed black hair and wore a dark blue suit. This was the mobster known throughout the criminal underworld of New York as Hammerhead.

???: This is a live feed?

Hammerhead's boss asked, which earned him a nod.

???" Then I've seen enough. Summon the Enforcers.

Hammerhead: Already on their way.

???: Good.
_________________________________________
Intro

_________________________________________

The next morning, at OSCORP, a bald man was glaring at the other man with glasses. These were Adrian Toomes and Otto Octavius.

Otto: This can't fail again.

Adrian: Explain, Otto! Explain why you stole my research.

Otto: This could bring a beneficial solution for everything!

Adrian: He studied my ideas and rejected them. Then announces the OSCORP tech flight 4 months later!

Otto: Yours was less than his expectations, I made them better!

???: "Indeed, doctor and OSCORP have nothing to apologize for."

Dr. Rajit Ratha was a high-level scientist and businessman who worked for Oscorp.

Adrian: Nothing?! You stole my work!

Adrian clenched his fists.

Rajit: That's dangerous talk, Mr. Toomes. Dangerous and unsupportable. Listen you old buzzard, you've been at this for decades without one success to your name. If you never accomplished anything as a young man who'd believe you'd create tech flight as an old one?

Rajit asks causing Adrian to growl.

Rajit: "Boys, show Mr. Toomes out."

Rajit ordered the two security guards to take Adrian out of the lab.

Adrian: "Good news, I don't blame you anymore."

Adrian said looking at Otto before leaving.
_______________________________________

At Bayville High, Zachary walked across the hallway, until he heard someone complain about the biology homework.

Zachary listens closely as he goes to the source.

Kitty: Ugh, this is the worst.

Zachary: I miss something?

Jean: Kitty got a D in biology.

Zachary: Really, a D?

Scott: Yep.

Kitty: [pouting] If I don't ace this, I'm like, fail this class.

Zachary: You'll get better, Kitty. [Pats her back]

Then, Scott found the solution for Kitty.

Scott: Hey, how about Zach can help you with biology?

Kitty: Really? [Looks at Zachary] Can you help me, Zach?

Zachary: Well I...

Zachary was interrupted by Kitty's sudden hug.

Kitty: Thank you, Zach! Thank you, thank you, thank you!

Zachary: Uh, ok? [mentally] I can't believe in doing this, but I do what it takes to help my friend.

Kitty: Meet me at the mall.[leaves]

Zachary: I will.

Scott: Smooth.

Zachary: It was your idea, Scott.

Jean: That's nice of you to help her, Zach.

Zachary: I know, I know.

Kurt: Hey, Zach. Aren't you supposed to help Rogue with her history report?

Zachary: Oh right, I forgot, Rogue's report.

Scott: Two girls in one day. How are you going to pull this off?

Zachary: I don't know. I'll figure it out soon.

Meanwhile... At a different location, Adrian Toomes is building something.

Adrian: I'll show you... I'll show you all!

He growls with fury.

His arms tinkering and placing together parts that sound like mechanical machines putting something together. Slowly as he finished what he made he stood back to stare at the table in front of him.

Adrian: They will all pay for the shame they've wrought.

Grabbing what was on the table he took off his clothes before replacing them with a black bodysuit, with red outlines traveling down from the shoulder to his waist.

Adrian: Thinking that they can just use me, use my tech. Stealing the idea of my
invention away from me!

As he finishes zipping up the suit, he moves back to the table. Grabbing a pair of gauntlets that he places on his arms. He then grabs a pair of boots before placing them on, two talons stick out from the toes with just a tap of his heel. Sharp like razor-sharp blades as the red color reflects the light from the lamp on the table.

Adrian: No more.

To complete the outfit, he grabs a red backpack-like case before strapping it to his back. With a flick of his wrist, two red wings pop out from underneath his arm. A humming sound followed coming from the backpack on his back as he slowly levitated off the ground.

Adrian: No MORE being belittled.

The wind gliding beneath him blew away the small parts and dust on the ground. A menacing sneer made its way across Adrian's face as he stared at his wallboard. A picture of Rajit and him shaking hands. As he glared at the picture he clenched his fist.

Adrian: You will pay!

He says before sending a sharp wing feather at the picture stabbing through it.

Adrian: THEY WILL ALL PAY! RAH!!!

[BOOM]

Flying out from within the warehouse he was in. Crashing through the windows above, Adrian soared through the skies. Revenge filled his eyes as he searched for the one responsible for the source of his anger.
______________________________________

At Manhattan

Panning over to Zachary, Zachary walks to his spot.

Zachary: Already have two people to help with their assignments, what more do they have to offer?

Zachary sees a limo stopping at OSCORP. Rajit has stepped out through the doors, heading to the limo until...

???: Rajit!

Looking up Toomes in a high-tech red suit flew in and grabbed Rajit before flying away with him.

Zachary runs to the alleyway. Panning over to Rajit, still in the air.

Vulture: Tell the truth Rajit can your tech flight do this?!

Rajit: What in the world?! Toomes?!

Vulture: Toomes no more, I am Vulture!

Rajit: Vulture?! I called you a buzzard, you old fool! You can't even get the name right!

Vulture: Doesn't matter, I will take back what's mine!

Growling Vulture tosses Rajit into the air before catching him again.

Rajit: Toomes stop! What will this accomplish?

Vulture: Revenge is what it takes to show your crimes of forgery and thievery!

Vulture makes his demands.

Vulture: You will announce to the world that Adrian Toomes is the genius behind tech flight, you will pay me all that I am owed and you will publicly apologize for stealing my invention!

Rajit: OSCORP never apologizes for anything old man!

Vulture: I may be an old man but I'm not a patient one!

He slowly loses his grip on Rajit.

Suddenly a web shot in and Spider-Man swung in and caught Rajit.

Spider-Man: I'll take him, thank you.

Vulture: Wh-What is this? These skies are my domain!

Vulture said flying after him.

Spider-Man: Oh don't mind me, just passing through.

Rajit: What are you doing? Put me down!

Spider-Man: Geez this how you talk to people who help you? Oh man, you need to fix that.

Spider-Man starts to web swings while Vulture chases them.

Vulture and Rajit: Who are you?!

Spider-Man: Well, I'm just New York's new friendly neighborhood Spider-Man!

Vulture: Spider-Man?! But you look so young!

Spider-Man: Always a room for a new generation!

He says as he alternates between swings. Switching arms as he holds Rajit while trying to keep him safe from the Vulture.

Spider-Man: You know flying around in the city isn't safe like this. Do you have a permit?

Vulture: Rah! Spider-Man put Rajit down this has nothing to do with you.

He scowls as he flies forward with his wings.

Vulture: If you choose not to...

[SNAP]

With his wing, Vulture cuts through Spider-Man's web. Causing both Spider-Man and Rajit to fall towards their impending death.

Vulture: You can both die together!

He yelled as he stayed in the air just to watch as they fell. Down below two cops walk out of the Police Station.

Spider-Man: Heads up!

Spider-Man yells getting their attention as Spider-Man grabs Rajit and fires a web dropping him off with the cops before swinging away.

Police #1: Ah what the-M-Mr. Rajit? What's going on?

Rajit: Get me inside this instant. It's not safe out here.

He urged them as the police helped inside, narrowly avoiding an attack by Vulture as he tried to attack with his wings.

Vulture: Rajit! You won't get away with this!

Spider-Man: Away, you mean 'this way'!

He says shooting a web at Vulture's left wing. Pulling him towards the side as he was forced to fly away from the station. As he did Vulture looked to Spider-Man only to receive a kick across the face.

Vulture: Agh!

He groaned flapping his wing to steer back control in the air. As he slowly flew back his chest faced upward with his head held back. He looked back to see Spider-Man heading towards him.

With a THWIP of his web, he flipped in the air before coming towards Vulture. Delivering a downward axe kick to the temple temporarily stunning Vulture.

Vulture: Nngh! Rah! You Buffoon!

Spider-Man: Yo, Beaky, I admire anyone who dresses as their favorite animal, but you can fly?

He says as he flips on top of Vulture and kicks off into the air. The vulture regains flight as he flies away with Spider-Man following behind him.

Spider-Man: Have you ever heard of the saying 'With Great Power comes Great Responsibility'?

Vulture: Rah!

He growls as he flies even faster past him and into the air far away.

Spiderman: Whoa, beaky come back!

Vulture: The name is the Vulture!
______________________________________

At Bayville Mall/Timeskip

Panning at the Bayville, Zachary walks as he goes to the food court, and sees Kitty at the table.

Zachary: There she is.[Sees Rogue] And... there's Rogue.

Rogue was seen on the table with her papers.

Zachary: Two people close to me are here at the mall...

Kitty: There you are.

Zachary: Hey Kitty, I'm here.

Rogue: You're late.

Zachary: Hey Rogue...

Kitty: Uh, like, what's she doing here?

Zachary: How about... I tutor both of you.

Rogue: I guess... you could.

Kitty: Fine.

A few hours later, Zachary was struggling with the other two.

Meanwhile, that night, Rajit was coming out of the limo at OSCORP. Rajit looks around to make sure he isn't being stalked.

The limo quickly starts as it drives while Vulture chases them.

Vulture: You can't escape me, again!

Rajit: Faster, faster!

Panning over back at the mall

Zachary: We're making progress, you two, I hope.

Zachary picked it up with his spider senses

Zachary: And of course, this is happening.

Kitty: Look at that.

Rogue and Kitty watch the window, seeing the limo at a rushing speed.

Rogue: What's all that about?

Zachary sees Vulture flying through the city.

Kitty: Who's the guy with the wings? Zach? Zach?

Rogue: Where'd he go?

Back to the chase, the limo keeps driving as Vulture chases it.

Vulture: I have you now!

Spider-Man: My thoughts exactly.

Spider-Man said coming out of hiding and swung after them.

Suddenly flying in, Montana and the other hitman were in a helicopter flying after Spider-Man.

Montana: Target sighted at last known location. Boys, let's squash a bug.

Spider-Man: Hey, Bird Brain!

Turning around Vulture sees Spider-Man swing in and kick him in the face making him fly backwards.

Vulture: You again?!

Spider-Man: Anyone ever tells you you're too old for dressing up?

Spider-Man asks firing a web at him, but once it hits Vulture flies off pulling Spider-Man with him.

Spider-Man: Whoa!

Spider-Man said as he ran along the rooftops trying to hold on. Spider-Man then jumps and shoots another web to swing.

Montana: This has gotta be the weirdest gig the boss has ever thrown at us. We are flying with the freaks. I have no idea what that big bird is up to, but I am mighty glad he's keeping the bug busy. Target locked."

Montana clicks a button and a net shoots out.

Spider-Man: "What the?"

Spider-Man gasps as his spider-sense goes off. Turning around the net latches onto him causing him to plummet onto a landing platform and allowing Vulture to fly off. Struggling Spider-Man crashes down on it groaning in pain.

Montana: "Ox, Fancy Dan you're up."

Monata said as both men climbed off.

Breaking out of the net, Spider-Man looks to see Fancy Dan leap out and kick him into Ox's bear hug.

Spider-Man: Geez big guy if you wanted a hug so badly all you had to do was ask.

Spider-Man growls trying to break free. Drawing a staff, Fancy Dan charges at him.

Acting quickly Spider-Man fires a web at Ox's face blinding him allowing Spider-Man to break out of the hold and judo throw him.

Leaping over his comrade Fancy Dan swung his staff making Spider-Man jump back.

Spider-Man fires multiple webs but Fancy Dan swats them away while Ox gets back up.

Spider-Man was about to step back when the helicopter fired a laser stopping him.

Montana: No turning away. These boys need a workout.

Spider-Man: Okay, who the heck are you guys?

Spider-Man asks seeing he was cornered. Down below, Norman was looking for any signs of Vulture.

Rajit: I think we lost him.

Rajit said when suddenly Vulture's wings pierced through the roof of the car.

Spider-Mam: No!

Spider-Man gasps seeing he is in trouble. Turning to the Enforcers, Spider-Man took a fighting stance.

Grinning Fancy Dan swings his staff at him but Spider-Man dodges it and kicks the staff out of his hands shocking him.

Firing two webs they wrapped around Fancy Dan allowing Spider-Man to throw him into the wall.

Spider-Man: I do not have time for this!

Spider-Man said running to escape when Ox leaps in and tackles him off the edge with the helicopter right behind them.

Growling Spider-Man moved his feet towards the building and thanks to his powers he was able to stop while Ox was thrown off him. Firing a web they latched onto Ox's hands.

Spider-Man: I know you're strong but I wouldn't recommend breaking the only thing keeping you from falling.

Spider-Man said wrapping the web around a flagpole.

Montana: You're making the Enforcers look bad! I can't have that!

Spider-Man: You guys are doing that to yourselves!

Spider-Man said swinging away to save Rajit. Ripping off the roof, Vulture glares him down.

Vulture: You will apologize!

Rajit: I won't!

He said as suddenly the door to the side was ripped off as Spider-Man flipped inside of the car. Sitting on the opposite side from where Rajit was sitting.

Spider-Man: Man this is a sweet ride. Does that sunroof come standard?

He playfully asks as he looks up to Vulture and then proceeds to jump through the roof and land a kick on him pushing him away.

Vulture: Agh, why are you defending that thief Rajit?!

He demands to know as he slashes at his chest cutting a slash in his costume across the chest.

Spider-Man: Uncool, do you know what these Spider Suits cost?!

He said as he watched as Vulture flew away and Spider-Man started swinging after him.

Vulture: You won't escape, Rajit!

Spider-Man: [mentally] I've never had to face anyone like this group of bozos. But one thing's for certain, I can't let that man die.

Spider-Man shoots more webs to swing fast then shoots two more to slingshot himself.

Then, he lands atop the back of the Vulture, using his back like a surfboard.

Spider-Man: Surf up! Whoooo!

Vulture started spinning around in the air trying to get Spider-Man off of his back.
As he was distracting him, Rajit looked forward to see they had a clear shot up ahead.

Rajit: There! The Parking Structure! Go, go!

Rajit orders the driver as they drive into the parking garage causing Vulture to fly away as he sees there is no way for him to get inside without damaging his wings and his element of surprise.

Vulture: No! This is all your fault!

He growled turning towards Spider-Man who jumped off his back swinging away. With his anger now set on him, two flying enemies after him, Spider-Man ran up a tall skyscraper.

Spider-Man: [mentally] Two birds, one stone.

Leaping off Spider-Man kicks Vulture making him smash into the window before swinging around towards the helicopter. Montana tried to fire but Spider-Man dropped out of view.

Montana: Where'd that varmint go now?

Montana asks when Vulture recovers and sees Spider-Man clinging to the helicopter from below.

Vulture: Did you honestly think that you could hide from me there?

Spider-Man: Who says I was hiding from you?

Spider-Man jumps on Vulture's back and steers him to the helicopter blades, damaging his wings and causing the helicopter to make a crash landing.

Vulture: M- My wing. I can't steer.

Spider-Man: Yeah, but you're still airborne. How does that work exactly?

He said as he held his hand underneath his chin puzzled before he heard the sound of humming looking down at the pouch on the back of his suit.

Spider-Man: Yo 'Vulchy' your back's humming?

He stabbed his hand into the pouch and pulled out the gear that allowed him to fly in the air, with that the two slowly began to descend in the air before falling faster.

Vulture: You idiot! You've doomed us both!

Spider-Man: Man, you have so not been paying attention.

He told him as he then shot a web line and he grabbed onto Vulture. Finding a place near the precinct of New York, Spider-Man webbed him up to a pole upside down with a note stating, 'Here's from your friendly neighborhood Spider-Man.'

Fancy Dan and Ox were tied up in webs but Montana had managed to land the helicopter perfectly before he escaped. Spider-Man was more focused on stopping the helicopter from crashing into any buildings.

Spider-Man: Well, three out of four ain't bad... especially on bizarre bad-guy night. I better get back to the girls.

Spider-Man starts to swing back to the mall. He changed back to Zachary Anderson as he got out of the restroom.

Kitty: Hey, where were you?

Rogue: You disappeared after the car chase.

Zachary: I was at that the restroom.

Kitty: For a long time there.

Zachary: Whatever. Anyway, I think we're done for the evening.

Rogue: Best we go back.

Meanwhile, on the rooftop, Zachary is in his Spider-Man, talking to Peter Parker on his phone about what happened.

Zachary: And that's how it happens.

Peter: During your tutoring, I didn't expect it to happen.

Zachary: This is getting insane. Was it always like this? When you were Spider-Man.

Peter: Well it was at first, I have faced many things that are insane as you think.

Zachary: I don't know if I can handle all this.

Peter: You will Zach, you already defeated that Vulture.

Zachary: Still...

Peter: Don't worry Zach, as the spider, there's always a web to make out of this.

Zachary: Right. Thanks, Peter.

Peter: Anytime, Zach.

Zachary hung up his phone as he put on his mask and gazed upon the beautiful view of New York City, preparing for what other super-powered villain would come.

[Cut to the outro]