Original SWAT Kats Story

Web of SWAT Kats

By Glenn Battilana

  • 2 Chapters
  • 22,635 Words

A “Spiderman” crossover. The Green Goblin is back, now with a machine that helps him jump between dimensions, and Peter Parker has some new allies in his world.

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Author's Notes:

Yes, I admit it.  I have now entered the crossovers, and I intend to start with a Spider-man crossover.

NOTE :  This story is based on the animated series, and it takes off  a few weeks after the last episode, “Farewell, Spider-man”.  Even though  we don’t know what has happened to Mary Jane in the cartoon series, I’ve made up my own story as to what happened, but that will be explained  later.  If you have no idea what’s been happening lately or you have no  idea what I mean or you need facts, just E me and I’ll explain everything.

Chapter 1

Web of SWAT Kats

New York City 1997

Peter Parker, a.k.a. Spider-man, looked out the window from his new apartment.  Things couldn’t be better.  Like Madame Web had said to him after he was coming back from the Secret wars, He was getting some happiness.  Best of all, there had been no major criminal activity from anyone he knew in weeks.  Harry and Liz were going out on dates together.  The Insidious Six, had disbanded.  The Kingpin, had agreed to a cease fire.  Carnage was gone for good.  Smythe was grateful to Spider-man for returning him to his father.  And Madame Web had returned Mary Jane to him, she had explained everything to Parker,  She then sent them both, back in time to their wedding day, to take their past selves places, thus getting married for real.  Life couldn’t be better.  However, things were about to get interesting….

Somewhere in limbo….

Norman Osborn, a.k.a. The Green Goblin sat on his battle glider, fiddling with Dr Ohn’s Time Dilation Accelerator, which he had stolen off the Hobgoblin some time ago.  He sat there with his mask off, poking at the inside of the machine.  Using spare parts from his battle glider, he had managed to repair most of the damage done to his machine.  Suddenly, a huge smile spread across his face, and he sat up straight.

“At last.”  He cried out.  “I thought I could never get this blasted thing to work, but I finally did it.”  Norman put back on the Goblin mask and placed the Time Dilation Accelerator on his chest, like he had done original.  He pressed a few buttons, and the devise sparked to life.  He laughed out loud in triumph.

“And now, Parker.”  He chuckled to himself.  “The original Green Goblin will have his revenge on Spider-man.”  Laughing, he entered the portal.


Megakat City 1997

“Jake.”  Chance Furlong, called out from the living room.  “Is that pizza nearly ready?”

Jake Clawson poked his head out from around the corner.  “Nearly.”  He answered back.


“So.”  The Green Goblin said.  “I must be in an alternate reality, where cats were the dominate species, not humans.”  He looked around.  “They seemed as technologically advanced as humans.”  He said.  “Perhaps they have some technology that I could put to some good use, like repairing my little machine, so that I can get back to my world, so that I can defeat Spider-man.”  He flew off laughing.

Sam Katcer, a guard at PumaDine, walked back and forth, in front of the main gate, his partner Tom Kat, was doing, exactly the same.  He heard a noise overhead, and looked up, to receive the shock of his life.  Flying towards him, was some kind of robotic bat, with an unidentified rider on top.  The Goblin saw, the two guards and flew down to them.

“Tell me my dear cat people.”  The goblin said to the two, very surprised guards.  “What is this place?”  He waved his hands towards the buildings in the complex.

“This is Pumadine.”  Sam said, trying to sound brave.  “This is a restricted area.”  He then got a good look at the goblin.  He was the strangest creature he’d ever seen.  He had green scales, and his pointed ears were on the side of his head, his nose was strange, and he lacked a tail.

“Ahh.”  The green Goblin said, noticing the two guards curiosity over him.  “you’ve never seen me before.”  He leaned closer to them.  “You know, this is only a mask, I’m much more handsome underneath.”  And with that, he took of his mask.  And scarred the two guards so much, that they passed out with fright.

“Hmm.”  The Goblin said.  “I usually get that kind of reaction when I have the mask on.”  He put it back on, and proceeded, undetected into Pumadine.

Two hours later…

Roger Ninetails, the head of security at Pumadine got up out of his chair, and looked out of his office, and received a shock.  The two guards assigned at the front gate, were out cold.  He ran over to them, with some other Enforcers and revived them.

“All right you two.”  Roger said to them.  “You’d better have a good explanation for this.”  The two guards looked at each other, were they going to believe them?

Suddenly, there thoughts were interrupted by the sound of something exploding.  A nearby building wall suddenly exploded, and out came the Green Goblin, carrying some equipment.

“What the hell?”  Roger said, as he watched the strange creature fly off.  “Shoot him down!”  Roger then yelled to the on looking Enforcers, who responded immediately.  The Green Goblin, noticed that he was being shot at.

“So.”  He said, bringing round his battle glider to face them.  “They want to play?”  He chuckled.  “Well that’s fine by me.  I haven’t had a good fight in months.”

With that, he hurled a pumpkin bomb at the Enforcers, who had no idea what to expect from it.  They were completely taken by surprise, when it exploded, and sent them all flying in different directions.  The Green Goblin laughed at them and flew off.


Commander Feral was in his office arguing with Felina on why he shouldn’t run in the SWAT Kats, when the phone rang.  He picked it up. “Commander Feral here.”  He said into the phone.  Feral listened, his eyes growing wider with every second that passed.  He then slammed down the phone, grabbed his coat, and ran for the door.  Felina, confused on why her uncle suddenly got up and ran for the door followed.

“Uncle.”  She said.  “What’s the matter?”  Feral didn’t look at her.

“There has been a break in at Pumadine.”  He said.  “However, this was done by some sort of monster, at least, that’s what the guards said.”

Felina gave him a strange look. “A monster?”  She said.

Feral nodded.  “Yes, but there’s no time to explain, he’s heading for city hall.”

Together, he and his niece, boarded a helicopter, and headed for City Hall.


Callie Briggs, was sitting at her desk, when she heard the roar of a jet, coming quite close to the window..

“Hot Shot jerk.”  She said under her breath.  It better not be that young Enforcer pilot that was always trying to impress her.  But it wasn’t.  It was a huge mechanical bat with a strange green rider.  The Green Goblin looked down at the building of City Hall.

“That clock tower will serve me well as a temporary stop to fix the Portal.”  He then detached his smaller glider from the battle glider, and flew into the tower.  Putting his battle glider, on Defense mode, in case he had any unwelcome visitors.

Ms. Briggs, on the other hand, reached into her hand bag, and pulled out a small communicator.  This was definitely a SWAT Kat emergency.


“Pizza’s ready.”  Jake called out from the kitchen.

Chance smiled.  “All right.”  He cried getting up from the couch.  “I’m starving.”  No sooner had he said that, then the hanger alarm went off.  “Aww crud..”  He said under his breath.  Out of all the times, for a SWAT kat emergency, it had to be right in the middle of his dinner. Following Jake, he went down the ladder into the hanger of the famous SWAT Kats.

Jake got the phone first.  “What seems to be the problem Ms. Briggs?”  Jake said into the phone.

“SWAT Kats.”  Callie’s voice came though.  “There’s some sort of green creature in the clock tower of City Hall.  He has this robotic bat outside, guarding him.  Feral’s already on the way.  But, I’d feel much better knowing that you two were out here.”

“We’ll be right over Ms. Briggs.”  Jake said, hanging up the phone.

“Well.”  Chance said.  “What is it?”

Jake didn’t answer, but just ran over to his locker.  “Callie’s in trouble again T Bone.”  He said, putting on his mask..  “We gotta go save her.”

And with that, T Bone got dressed quicker than he did.


The Green Goblin had been working on the Time Dilation Accelerator for the last hour, repairing it with equipment he had stolen from Pumadine, when he heard the sound of helicopters approaching.  Looking out the window, he saw, ten bulky helicopters with mini guns on the front coming towards the tower.

“I am Commander Feral of the Enforcers of Megakat City.” Feral’s voice boomed over the loud speaker.  “Halt your activities who ever you are and surrender, now.”

Felina gave him another strange look.  “Oh come on now, uncle.”  She said.  “You really think he’s going to come out with his paws up?”

Feral ignored her. “Just giving him his warning, Felina.”

Just then, the Goblin’s battle glider appeared from out of nowhere and attacked the enforcers with a barrage of razor sharp discs.

“Evasive actions!” Feral yelled into his mike as the incoming danger whizzed past them.

The Goblin was watching from the tower. “Excellent.”  He said, picking up the Time Dilation Accelerator.  “While my battle glider keeps them busy, I can escape.”  He jumped onto his other glider and flew out the window.

At that moment, the SWAT Kats chose to arrive.

Chance saw the Green Goblin making his escape.  “There he goes buddy.”  T Bone said to Razor, as he brought his jet around to chase the Green Goblin.

The Goblin saw the SWAT Kats coming towards him and acted quickly.  He reunited with his battle glider and swung around to meet the SWAT kats in fair combat.  Pushing the special pedal on his battle glider he lanced a smart bomb at the Turbo Kat.

“Holy Kats!”  T Bone yelled as he saw the incoming missile.  “We’ve got company.”  He swerved the jet hard to the right moments before impact.

However, the missile turned around and began to follow them.

“Aww crud.”  Razor said.  “It’s a heat seeker.”  He flicked a few switches on his control panel.  “Launching flares now.”  A flier dropped from the belly of the Turbo Kat, and the missile followed it, exploding on contact.

“Hmmmm.”  The Green Goblin muttered.  “These cat creatures are more smarter than they look.”  He flew up along side the Turbo kat, and looked at his new foe.  “You know.”  He called out to them.  “That was pretty clever the way you did that.  Your as much as an opponent as Spider-man.  Too bad I have to destroy you.”  He fired two blasts from his sparkle gloves, and disabled the Turbo Kat on the spot.

“Holy kats!”  T Bone cried out as the jet began to plummet towards the ground.  “How the hell did he do that?”

Razor tapped him on the shoulder.  “Umm, T Bone.”  He said.  “we’ve got bigger things to worry about than that.  Like the fact that we’re falling.”

T Bone tried again, and again to restart the engine.  When it got to the stage when they were nearly about to eject, the engines roared to life, and the Turbo Kat was saved.

“Now.”  T Bone said, bring the jet back on cores.  “Let’s take down that laughing lunatic.”

The Green Goblin, was flying away towards the mountains.

“T Bone.”  Razor said.  “If he gets to the mountains, we’ll lose him for sure.”

T Bone smiled. “Roger that buddy.”  He said.  “Time to take him down, sure shot.”

“Affirmative.”  Razor said.  “Let’s see how this guy likes the taste of cement slugs.”

The cement mini gun fired a volley of cement slugs at the Goblin.  The slugs hit the engine clogging it up.  The battle glider began to fall towards the pavement down below.  Cursing the kats, the Green Goblin detached from his doomed battle glider and turned around to face the on coming jet.

“You’ll pay for that.”  The Goblin said.  He brought out a pumpkin bomb, and hurled it at the Turbo Kat.  It struck the left wing and put it on fire.

“Crud!”  T Bone yelled.  “We’re hit.”  He brought the Turbo Kat down on a nearby roof top.  Opening the canopy he got up, red with anger.  “Ohhh.”  He growled.  “That just pissed me off something majorly.”

The Green Goblin turned around to face his now wounded foe.  “One bad turn deserves another.”  He said, laughing at the SWAT Kats.

Razor just aimed his glovatrix at the Goblin.  “I’ve got him right in my sights, buddy.”  He said. “Octopus missiles, deploy.”

The missile caught the Goblin by surprise.  He managed to dodge it, but not without its cost.  The missile had scraped along the bottom of his glider, cutting the fuel line, and sending a trickle of petrol sailing out behind.
The Green Goblin had felt the missile hit him, but did not see the damage it had done.  Grabbing a handful of pumpkin bombs, he headed for the SWAT Kats, ready for a strafing run.

However, the trail of fuel was ignited by the engine flame from behind the glider, and it blew up in mid air, causing the Goblin to fall from his exploding glider and down towards the city below.  His sudden descent was halted by something catching his arm.  He looked up into the face of one of the kats who he had been fighting with.

The kat was huge, and bulky, and staring down at him, as if studying him.  “Gee.”  It said.  “You’re one ugly monster.  Did the Pastmaster cough you up?”

The goblin growled at him.  “Fool!”  He said.  “This is only a mask.”

The kat paused for a moment, then reached down as if to pull of his mask.

No one unmasks the Goblin, Norman thought, but only the Goblin himself.  He retaliated by punching his opponent in the face, and using his semi unconscious body as a ladder to climb onto the roof.  He looked around for the other kat, but all he saw was a fly kick towards his face.  It struck him between the eyes and he was stunned for a moment before he felt a blow to the stomach.

Oh no, he though.  The Time Dilation Accelerator was there.

Sure enough, that’s where the kat had hit him, and it had been turned on.  However, the kick had also loosened the straps, and it slipped off him and fell into a garbage bin in the alley below.  The Goblin himself nearly fell over the edge, if not for a paw which grabbed him.

“You should let him fall for what he did to me.”  T Bone said, walking over to where Razor stood, holding the Green Goblin’s arm.

“Yea.”  Razor said.  “But we’re the good guys.  We don’t kill.”

The Goblin looked at the kats, then at the alley below.  The portal was open; this was his chance.  He would get away.

However, this did not work out as he planned it to.  He fell backwards over the edge of the building like he wanted, but he dragged the SWAT Kat with him.  The other one also grabbed for his friend and ended up going over the edge like his partner, so all three of them fell down into the portal.  No sooner had they disappeared into it, than it closed up.


Crime Central, New York

Wilson Fisk a.k.a. the Kingpin watched with glee as his top scientist turned on the Time Dilation Accelerator that he had him build.  Ever since Dr Ohn had unexpectedly left without completing the device, he’d had to resort to other methods to get it working.  He smiled at the thought of that fool Spider-man actually thinking he was at a cease fire with him.

The scientist turned to him.  “It’s already, Mr Fisk.”  He said.  “If this test proves successful, you’re going to be very rich.”

Kingpin tried not to laugh, the scientist didn’t know how close to the truth he really was.

“Hold it right there Fisk.”  A voice said behind him.

Kingpin cursed under his breath, as he turned around to face Spider-man.

Spider-man just shook his head.  “I leave you alone for three weeks, Kingpin, and you’re already up to your old tricks.”

Kingpin growled.  “I will not have you interfere with my plans again Spider-man.”  Kingpin said to him.  He grabbed hold of a huge metal pipe, running along the wall.  Turning to the scientist he said.  “Turn the portal gravitational pull up to the maximum level it can go to.”

Very shakily, the scientist obeyed.  But, before he could, the portal sparked and flashed.

Both Spider-man and the Kingpin stopped what they were doing, and looked at the scientist.

“You fool.”  Kingpin yelled.  “What have you done?!”

“It’s not me, Kingpin.”  He said.  “There appears to be some sort of interference with the portal’s dimensional tunnel.”  He looked at the dark black hole.  “In other words, something’s coming though.”

Everyone in the lab had their eyes on the swirling portal, wondering what kind of monster would come out of it. Suddenly, three rather big objects were hurled out of the portal, and onto the lab floor.  All three got up.

“Ah, where the hell are we, Razor?”  T Bone said, looking around at the strange furless creatures in the room.

“I have no idea, buddy.”  Razor said, trying to stay close to T Bone.

The Green Goblin, on the other hand knew exactly where he was.

“Ahh, Spider-man.”  He said to the rather shocked wall crawler.  “Long time no see.”

“GOBLIN!”  Both Spider-man, and the Kingpin said at the same time.

“Hello fatso.”  The Goblin said to Kingpin.  “Still head of crime.”

The Kingpin frowned at this remark, but said nothing.

At that  moment, two guards entered the room, stopping dead short after seeing the SWAT kats.  Everyone looked at the guards, but Kingpin and the Goblin used this diversion to escape.

“Die, Freaks.”  One of the guards yelled, aiming his laser gun at the SWAT Kats.

“Look out!”  Spider-man yelled, webbing the guard to the wall.

The other guard then aimed at Spider-man.

“Octopus missile, deploy.”  Razor said firing his missile, at the second guard, pinning him against the wall.

“Nice.”  Spider-man said, looking at the guard struggling on the wall.  “What do ya call that thing?”

“A glovatrix.”  T Bone said.

“I invented it.”  Razor said with pride.  He then looked at the other guard, stuck on the wall.  “What’s that crud?”

“Webbing.”  Spider-man said, looking at the kats.  “It’s my own design.”  He leapt down from the ceiling from where he was cling to. “My name is Spider-man.”  He held out his hand.  “And you are?”

The SWAT Kats looked at his hand, then the small kat came over and took it.  “My name is Razor.”  Said the caramel coloured kat.  “That guy over there is my partner, T Bone.”

The big kat waved at him.

Spider-man waved back.

“So were are you guys from?”  Spider-man said.

“Megakat city.”  Razor said.  Then another question popped into his mind.  “By the way.  Where are we?”

“Welcome to New York, Guys.”  Spider-man said.

Suddenly, an alarm went off.

“Oh boy.”  He said.  “Kingpin  has raised the alarm.  We’d better get out of here before every guard in the building comes down on us.”  He motioned for the SWAT Kats to follow him, and they exited through the same tunnel that he entered in.

On top of a nearby building, the SWAT Kats got a good look at the new world they were in.

“This is amazing.”  Razor said.  “This place is almost like Megakat City.”

“You’re right, Razor.”  T Bone said.  “It almost reminds me of home.”

Spider-man didn’t know what to make of the situation.  He had gone to crime central to stop the Kingpin, and instead, found two strange looking cat people.  He let them marvel over his city before he walked over to them.

“Ahem.”  Spider-man interrupted.  The two kats turned around. “I think you guys had better come with me.”

The two kats looked at each other.

“Should we trust him, Razor?”  T Bone said.

Razor nodded.  “Yes.”  He said.   “Besides, he knows more about this place than we do.”  He turned to Spider-man.  “OK, buddy.”  He said to him. “Let’s go.”

Spider-man helped the SWAT Kats, down the side of the building, into the alleyway were he had hid his civilian clothes.  The SWAT Kats watched with curiosity as Spider-man changed from his costume into his normal everyday clothes.

“So you’re a super hero too.”  Razor said watching him stuff his costume into a knapsack.

“Uhuh.”  Peter Parker said.  “Got bitten by a radioactive spider a few years ago.”  He laughed a little.  “Long story.”  Then something crossed his mind.  “You guys are going to need some disguises.  You can’t walk around the city looking like that.”

T Bone looked down at his uniform.

“You’re right, Spider-man.”  Razor said.  “Have you got anything to make us look more like, uh, you do?”

“You mean Human?”  Peter said.


“No problem.”  Peter said, walking over to a blue bin.  He opened it to reveal clothes.  “Life line bin.”  He said.

The two kats smiled.

Peter Parker and the SWAT Kats, dressed up in trench coats, caught a cab back to his apartment without causing any suspicion.  Once inside the apartment, the SWAT Kats took off the trench coats and dropped onto a
nearby couch.

“I thought that cab driver would notice us for sure.”  T Bone said as he took off his mask and helmet.

“Well maybe if you had kept your hat on, he would never have looked in the back in the first place.”  Razor said doing the same thing.

Peter came over to them, he had a lot of questions to ask them.  “So.”  He said, getting both their attention.  “How did you guys manage to get hooked up with the Green Goblin?”

The two kats looked at each other, then at Parker.

“Green Goblin?”  Chance said.

“The guy in the green and pink suit, flies on a robotic bat.”

Jake spoke up.  “Ah, him.  He just appeared out of nowhere, then as we were fighting him, he pulled us both into this portal, and you know the rest.”

Peter nodded.

“You look really weird, Spider-man, without your costume.”  T Bone said.  Eyeing him over.

“Please.”  Peter said.  “Call me Peter, Peter Parker.”

“OK.”  Jake said.  “I’m Jake Clawson, and this is Chance Furlong.”

Peter smiled. “Please to meet you Jake, and Chance.”  He said.

Then another thought cross his mind.  What would be Mary Jane’s reaction to these two kats.  Oh well, he thought, he’ll burn that bridge when he comes to it.

“So.”  Peter said sitting down next to the SWAT Kats.  “What do you guys want to talk about?”

The SWAT Kats were silent for a few moments.

“Well do you want to talk about our worlds?”  Peter suggested.

The two kats looked at each other.  They seemed to be doing this a lot.

“OK, why not.”  Chance said.

The three of them talked for quite some time before they were interrupted by the door being openedby Mary Jane.  She took one look at the kats and fainted dead away.

“Who’s that?”  Chance asked, looking at the unconscious body of Mary Jane Parker.

“That’s my wife, Mary Jane Parker.”  He ran over to her and revived her.

“Oh Peter.”  She moaned.  “I thought I saw these cat like people and…”

She saw Chance looking down at her.  She didn’t scream because she was used to these kind of things being Peter Parker’s wife.  Instead, she just stiffened.

“Hey don’t be afraid, lady.”  Jake said to her.  “We won’t bite.”

“It’s OK, M.J.”  Peter said to her.  “They’re, uhh, friends of mine.”

This seemed to reassure her a bit.

“The one thing I can’t stand about you, Peter Parker.”  Mary Jane said.  “Is that you have the weirdest friends.”  She got up and looked at the kats in front of her.

“M.J.”  Peter said.  “I would like you to meet Jake Clawson and Chance Furlong.”  He also whispered to her not to make any cracks about their last names.  She shook  hands, paws with the two kats and introduced herself.  She was a little nervous at first, but she eventually cooled down.


Crime Central

The elevator platform with the Kingpin on it came up to Crime Central and stopped with a jolt.  The Kingpin walked off the platform and towards his desk.  Once he reached it, he sat down and growled.

“LANDON!?”  He cried out.

No sooner had he yelled out the man’s name, when Herbert Landon entered the room.  The man was half human, half mutant, split right down the middle.

“You called, sir?”  He said in his thick British accent.

The Kingpin didn’t bother to answer him back politely. “Landon.”  He said.  “I now have a major problem on my

“No surprise in that.”  Landon said under his breath.

“I’ll ignore that crack, just this once.”  The Kingpin said as he turned to his computer.  “It appears that I now have a problem that I thought was finally over and done with.”  He typed in a few commands, and a picture appeared up on the main screen.  “It appears that Harry Osborn has resumed the Green Goblin identity, which I thought he’d finally given up.”

The picture then changed from the picture of the Green Goblin to a security camera, which had recorded the sequence of events that had just recently happened.  The Kingpin watched with anger as he watched the Green

“Excuse me for interrupting.”  Landon said.  “But did I just see two cat people in that movie?”

“Indeed you did, Landon.”  The Kingpin said.  “I don’t know how young Osborn managed to get hooked up with those cat creatures, but I don’t care.”  He paused the video and brought up a close up of the Green Goblin.  “All I care about is that!”  He pointed to the device on the Goblin’s chest.  The Time Dilation Accelerator straps.  This meant that the Goblin had been using the machine, and Kingpin wanted it.

“Then what are you going to do?”  Landon said.

The Kingpin spun his chair around to a phone. “I’m going to make a phone call.”  He said with a smile on
his face.


Peter Parker, Chance Furlong, and Jake Clawson all sat down on the couch in the living room.  Peter had been giving them a grand tour of his apartment and telling them about his history as Spider-man.  The SWAT Kats themselves gave Peter a history lesson on their past as the SWAT Kats.

“You know.”  Peter said.  “That Commander Feral guy reminds me of my boss.  J. Jonah Jameson.”

Chance laughed.  “You’re right; he does too.”

Jake decided to change the subject. “So Peter.”  He said.  “Have you got any ideas on how we can get home?”

Peter was silent for a moment.  “Well.”  He started.  “Norman’s device and the Kingpin’s device both brought you here, so ether one of them would still have the coordinates to your home world.”

This seemed to brighten their hopes.

“So we have a chance of getting back home.”  Chance said.

“Well.”  Peter said.  “There’s a slight problem.  We don’t have any of the devices.”

Jake thought for a moment.  “This Goblin guy, Norman.”  He said.  “Do you know where he lives?”

Peter nodded.  “There’s no way you can get into OSCORP.”  Peter said.  “It’s got more guards than Fort Knox.”

“Fort Knox?”  Chance said.

“Never mind.”  Peter said.  “The point is, that Norman Osborn is back, and you can bet your sweet ass that he’s going to try every trick in the book, to make my life a living hell.”

“You mean, he knows who you are?”  Jake said.

Peter nodded.  “He nearly ruined my life once.”  Peter said.  “This time, he could succeed.”

The two kats looked at each other, again.

“Maybe we could help.”  Chance said, trying to sound helpful.

“We’ve got what you haven’t, glovatrix.”

Peter then remembered the power, that they held.  “You know something Chance.”  He said.  “That’s not a bad idea.”

The SWAT Kats and Spider-man then began to plot what they were going to do.


OSCORP, Harry Osborn’s Office

“WHAT ARE YOU DOING HERE?!”  A very surprised Harry Osborn said, to his father.

“Why, Harry, my son.”  Norman said to him.  “I live here.”

This was all too much for Harry to cope with at once.  First his father disappears, then he turns out to be the Green Goblin, then Peter turns out to be Spider-man.  Now, his father was back from limbo, alive and well.

Harry got up from his desk in his room and walked over to his father.  Looking at him, he then burst out into tears.

“I thought I had lost you forever, dad.”  Harry sobbed.

“I’m now free, Harry.”  He lied.  “The Green Goblin no longer controls me.”  He hugged his son.  “I’m proud of what you’ve accomplished while I was gone.”

Of course, he meant for Harry turning into the Green Goblin.

“Come on, dad.”  Harry said.  “I can’t wait to see Silvermaine’s face when he sees you alive.”

Norman smiled.  “Neither can I son.”  Norman said.


The VAULT (a maximum security person for super powered criminals)

Jason Phillips Macendale a.k.a the Hobgoblin sat in his cell pondering about life.  He was thinking about his life as the Hobgoblin, before that idiot Green Goblin humiliated him and ended up putting him behind bars.  Boy, did he want his revenge.

Suddenly, his train of thought was interrupted by the sounds of sirens going off.  Then the cell wall crumbled and was torn apart by two mechanical arms.  When the dust settled, there stood Doctor Octopus.  He wrapped one of his tentacles around Jason and took off under a hail of gun fire.


Jason Phillips Macendale now stood in Crime Central, dressed as the Hobgoblin, in front of Kingpin, Herbert Landon, and the Insidious Six, minus the Chameleon.

“OK, Fatso.”  Hobgoblin said to Kingpin.  “What’s the deal?”

The Kingpin smiled.  “Such gratitude.”  He said.  “Perhaps I should have left him in the Vault to rot.”

“You’re here.”  Landon started.  “Because you’re the only one capable of tackling the Green Goblin, plus the Insidious Six needs a sixth member to replace the traitorous Chameleon.”

“Are you mad?”  The Hobgoblin said.  “The last time I fought with the Green Goblin, he kicked my ass and nearly killed me if not for Spider-man.”

The Kingpin didn’t move.  “I am quite aware of what happened.”  The Kingpin said.  “However, I can introduce you to some new weaponry so you will be able to tackle him next time.”

The Hobgoblin just frowned.  “Why should I trust you with my very life, Kingpin.”  He said.  “The last time I trusted you, I ended up in jail.”

The Kingpin’s smile widened.  “Look around, Mr Macendale, and you’ll see that you’re in no position to bargain.”

He looked around.  Twenty guards, the Insidious Six, and some robots with lasers trained at him.

“OK, Kingpin.”  He said.  “Let’s hear it.”


Peter, Jake, Chance, and Mary Jane were all watching the news.  Norman Osborn was on it, and he was announcing his return.

“Welcome, ladies and gentlemen.”  Norman said.  “Some time ago, I had a vision.  I would use my family fortune to do good works.  Helping people in need throughout this city…. and throughout this world.  And so — the Osborn Foundation was born.”  His face seemed to drop into one of sadness.  “But, I was forced to leave, and place it into my son’s hands, who handled it lovely, until he missed me, and it drove him over the edge.”  Then happiness repaired.  “But now, it’s my great pleasure to resurrect that dream, and the Osborn Foundation is reborn.”  His face twisted into an evil grin.  “And, nothing is going to stop me now.”

His speech was interrupted by a reporter putting up his hand. “Uh…Mr Osborn.”  He called out.


“Mr Osborn, I hope I’m not offending you, but — uhh – aren’t you supposed to be dead?”

Osborn smiled. “As Mark Twain observed, “The reports of my death have been greatly exaggerated.”  He leaned closer to the mike.  “You see, my life was in danger.  A man of my importance has many enemies.  I was being threatened…. My family was being threatened. And, so I thought I would be best to allow the world to believe that I was dead.”

“What made you decide this?”

“It was during my son Harry’s twenty-first birthday.  As everyone would recall, that was the night I disappeared.  You see, I was threatened by the Green Goblin, who hated my family with a passion.  I decided that’s when I must leave.”

“Mr Osborn?!”  Another reporter called out.


“Isn’t it true that your son adopted the identity of the Green Goblin for a time?”

“Too true.”  Osborn said.  “The persecution of his father became too much for his fragile mind… and he snapped.”  He shook his head.  “Another victim of the true Goblin’s evil.  Whoever he is, I hope you’re happy at what you’ve done to my son, you evil son of a…..”

“What a load of crap.”  Peter said, turning off the T.V.

“How can anyone like him?”  Chance asked.

“He’s manipulated the public into believing whatever he says.”  M.J. said  “He has a way of doing that.”

Just then, there was a knock at the door.

“Hide.”  Peter said to the SWAT Kats.

They did so quickly, and Peter opened the door.  Outside was a delivery man, holding a package.

“Peter Parker?”  The man said.

Peter nodded.

“Sign here.”

Peter signed the form, and took the package.  He opened it, inside was a note.

“Dear Parker/Spider-man.”  Peter read.  “It’s nice to see you again. I’m sure you saw my little t.v. appearance and impressed by it.  How about we meet over at the abandoned docks area and talk things out.  Love Norman.”  He threw the note into the bin.

“So, what do we do?”  Jake asked.  “We know it’s a trap.”

“We have little choice.”  Peter said.  “We have to be there.”

Mary Jane hugged her husband. “Come back in one piece, tiger.”  She said.

Peter hugged her too.


Some time later, Spider-man, and the SWAT Kats, stood at the abandoned docks, waiting for the Goblin.

“Do you think he’ll show?”  Razor said.

“I know the Goblin all right.”  Spider-man said.  “And he’ll show.”

Suddenly, they were interrupted by laughter.  They looked up to see the Green Goblin flying towards them on a newly made battle glider.

“Ahhh, Spider-man.”  He said.  “I’m so glad you could make it.”  He looked over at the SWAT Kats.  “And, you brought along some friends too.”

T Bone growled . “Get to the point Goblin.”  He said.  “Why are we here?”

The Goblin smiled.  “You want the Time Dilation Accelerator, don’t you.”  He said to the SWAT Kats.

“That would be nice.”  Razor said.

The Goblin laughed again.  “Well I’m afraid that will not be possible.”  The Goblin said.  “I left it back in your world, in a garbage bin.  However, I intend to get one from Kingpin, and soon, I’ll be invincible.”

He stopped laughing, and turned towards the trio.  “Enough talk now.”  He said.  “It’s time to finish you all off.”  He flew closer to Spider-man.  “It’s always been between me and you, Peter.”  The Goblin snarled.  “It would always have come to this moment.  That I would always have my vengeance against you.”

However, before he could even though a single bomb, a pumpkin bomb was thrown in from of him.  The Green Goblin was knocked back by this.

All four of them looked up to were the source came from.

“What the?”  Spider-man said.

Hovering in the sky, was a black capped Hobgoblin, hovering without a flying bat, and he had really long prongs on his arm.

“Macendale?”  The Green Goblin said.

“It’s me, Green Goblin.”  He said.  “Prepare to meet the all new Hobgoblin!”

“Hobgoblin?”  T Bone said.  “How many Goblins are there?”

“Just two.”  Spider-man said, looking at the Hobgoblin.  “Nice to see you again, Hobbie,”  Spider-man called out to his old foe.

“Spider-man?”  The Hobgoblin cried out.  “After I deal with the Green Goblin, I’ll come back for you.”  Then he noticed the SWAT Kats.  “Who the hell are they?”  He said.

The Green Goblin used this distraction to attack the Hobgoblin.  He fired a smart bomb at him.  The Hobgoblin saw this coming and blasted it out of the sky.  Then he engaged the Green Goblin in aerial combat.

“Cheap impostor!”  The Green Goblin called out to the Hobgoblin..  “I defeated you once before; I can do it again.”

The Hobgoblin laughed. “But, this time, I’ve got better hardware.”  He called out.  “Once I’ve finished with you, I’ll take care of your buddy, Norman Osborn.”

The SWAT Kats, and Spider-man watched the scene from the ground below.

“I wonder how the Hobgoblin got out of jail?”  Spider-man said.

He was interrupted from behind.  “We let him out, wall crawler.”

All three turned round to face the Insidious Six.

“Oh, Jesse.”  Spider-man said.  “Not you guys again.”

“Doctor Octopus, Shocker, Scorpion, Rhino, and the Vulture at your service.”  Doc Oc said.  Then he noticed the SWAT Kats.  “Who are they?”  He asked.

“We’re the SWAT Kats.”  T Bone yelled.

Doc Oc shrugged.  “No matter.”  He said.  “Kingpin’s orders are to destroy anyone who gets in our way, namely you three.”  He looked at the rest of the six.  “Get ’em.”  He said.

The five villains then charged down the SWAT Kats and Spider-man.

“Here kitty, kitty, kitty.”  Rhino teased as he charged at T Bone.

T Bone smiled. “Didn’t your mother ever tell you not to tease the kat?”

At the last second, T Bone stepped out of the way, he stuck his foot out and tripped Rhino.  Grabbing hold of his horn, he then steered him to the left and sent him falling into a cement wall, where his horn got stuck.

“SWAT Kats, huh?”  Scorpion said to Razor.  “Well, I’m going to swat YOU!”  He raised his tail high in the air and brought it down.

Razor just managed to get out of the way.  Scorpion then fired a jet of acid at Razor how it nearly hit.

“His tail is his weakness.”  Razor said to himself as he dodged smash after smash from the Scorpion’s tail.

“What’s the matter, kat?”  Scorpion said to Razor.  “Too good for ya?”

Razor aimed his glovatrix at Scorpion’s tail.  “Nope. ”  He said, firing off an Octopus missile.  “Too ugly for me.”

The missile caught the Scorpion’s tail and took him for a ride out onto the ocean.

T Bone and Razor then joined forces and got ready to tackle the last two thugs.  The Shocker and the Vulture.

“I’ll take the big one.”  The Vulture said to Shocker.  “You take the small one.”

Shocker nodded, then fired a wave of sonic blast in the direction of Razor.  This caught Razor by surprise, and he was sent flying back into a wall.

Meanwhile, T Bone wasn’t having much luck either.  The Vulture was flying around him, cutting down every missile T Bone shot at him.  Then he would go into a dive bomb and punch T Bone in the face.

The Shocker walked up to the hole in the wall where Razor had disappeared through.  “You in there, kitty?”  He called out.

Suddenly, a paw shot up though the bricks beneath Shocker and landed him one under the jaw.  Shocker fell back, stunned.

“Don’t ever call me kitty again.”  Razor said with a grin on his face.

“Ohh.”  Shocker said.  “You’ll pay for that, kitty.”

He prepared to fire at Razor, but Razor fired his cement mini gun from his glovatrix before Shocker could.  The cement slugs hardened around Shocker’s gloves, and the weight of them made Shocker fall to the ground.

“I warned you.”  Razor said, fly kicking him to the head.  “Don’t call me that.”

The Vulture had T Bone on the ropes.

“And now.”  The Vulture yelled, coming in for the final kill.  “We say, good bye.”

“Not in this lifetime.”  T Bone said.

He fired a buzz saw missile at Vulture, who didn’t have time to react.  The missile cut off his right wing, and he fell plummeting to the ground.

“That was quite a workout.”  Razor said, dusting off his paws.

“You said it, buddy.”  T Bone said looking at all four of the fallen villains.

They both looked over by the jetties, to see Spider-man battling Doc Oc.

“Come on.”  Razor said to T Bone.  “We gotta go help Spider-man.”

“Ahhh.”  Doc Oc said, watching the SWAT kats running towards him.  “The kats want to play too.”  He hit them both with his tentacles.  “That’s ok.  I’ve got plenty of pain to go around.”

Spider-man used this distraction wisely.  “Hey, Oc.”  He called out to him.  “Remember this?”  He sprayed webbing in Oc’s eye’s.

“Aaargghh!”  He cried out as he tried to get the webbing off his glasses.  “You’ll pay dearly for that, insect.”

Spider-man then fly kicked Octopus in the head, knocking him out cold.

“Well.”  Spider-man said, looking around at the defeated Insidious Six.  “That’s that.”  Then another thought crossed his mind.  “Say, I wonder what ever happened to Hobgoblin and Green Goblin?”

His question was met by a pumpkin bomb exploding in the middle of the three of them.  They looked up to see the Hobgoblin, hovering in mid air, carrying the Green Goblin over his shoulder.

“Kingpin will pay me extra to bring you three in, along with the Green Goblin.”  He then shot all three of them with a stun gun before any of them could act.

As the Hobgoblin floated down to pick up his victims, he placed the Green Goblin on the ground nearby.  As he turned away, the Green Goblin looked up.  He smiled as he saw that his plan was working.


Spider-man was suddenly awakened by someone throwing water on his face.  He looked around to see the Insidious Six all staring at him.  In the background was the Kingpin and Herbert Landon.  Next to him, all tied up and still unconscious, were the SWAT Kats and the Green Goblin.

“Ahh.”  The Kingpin said.  “You’re awake.”

Spider-man got a good look at his surroundings.  He was in Crime Central.

“OK Kingpin.”  Spider-man said.  “What do you plan to do this time.”

The Kingpin laughed. “Well.”  He started.  “Your two friends over there – their home world is like ours.”

“So?”  Spider-man said.

“So, I intend to send the Insidious Six into their world and rob it blind.”  He laughed.  “Well, that’s what I plan to do for now.”  He pointed at the Time Dilation Accelerator.  “However, in the future, I plan to use this machine to teleport anything anywhere. I’ll be the most powerful man alive.  I also intend to use it to get rid of my greatest enemy.  Spider-man.”

“I’m flattered, Kingpin.  But, you forgot one thing.”

“Oh really.”  Kingpin said.  “What?”

“You didn’t do my chains up very good.”  And with that, he broke them, and leapt out of his chair.

By now the SWAT Kats were waking up.

“Oh.”  Moaned T Bone.  “What happened?”

“Never mind that buddy.”  Razor said, looking at Spider-man..  “Spider-man needs our help.”

“Roger that Razor.”  T Bone said.  “Mini Buzz Saw Blades, activate.”

The SWAT Kats were free in no time.  T Bone whistled for the attention of everyone, but only managed to attract the Insidious Six.

“Pay back time.”  Rhino cried out, charging at the SWAT Kats.

However, they made the mistake of charging altogether.  Razor spotted a sign on a huge tank marked “KNOCK OUT GAS”.  He fired a buzz saw missile at it.  The tank was punched and knocked out the Insidious Six.

The SWAT Kats both smiled as they saw their handy work.

Behind them, the Green Goblin had broken his chains and was already putting his plan into action.

“Heads up, Spider-man.”  T Bone shouted, firing a spider missile at the Kingpin.

The Kingpin was taken completely by surprise.  However, this did not hold him; he soon broke free.

“How did he do that?”  Razor said.

“It’s amazing what 398% muscle can do.”  The Kingpin growled rushing at them.  He picked up both SWAT Kats, and proceed to crush them by using a bear hug.

“NO!”  Spider-man yelled out.  He punched Kingpin in the head, knocking him out.

“Well that’s done.”  T Bone said, getting up off the ground.

“Not quite.”  Said a voice behind them.  The Green Goblin had managed to free himself.

“Wha?!”  Spider-man called out.  “But I thought that the Hobgoblin had defeated you?”

The Goblin just laughed.  “Defeated?  By that impostor?  Don’t make me laugh.”

“Then what is your plan?”

“Simple my dear boy.”  The Goblin said.  “I knew there was absolutely no way I could get into Crime Central without the fat man discovering me.  So, by allowing myself to be defeated, I could get in without any complications.”  He then pulled out a remote control and pressed a button on it.

Suddenly, the roof exploded and in came the Green Goblin’s smaller glider.  It swooped low, and the SWAT Kats and Spider-man just managed to avoid it.  It flew past the Goblin, who jumped onto it, and flew off shrieking.

“However, I did plan to defeat the Kingpin and his hired goons all by myself, but it appears you’ve done the job for me.”

“You mean that you set us all up to be captured by the Hobgoblin, so you could get into Crime Central?”  Spider-man said.  “But I don’t understand.  What do you want from this place, and why did you want us to be captured, and end up in Crime Central?”

“I needed to get back my little machine, the one that made me invincible and that nearly destroyed you!”  He flew a little higher, above the SWAT Kats and Spider-man.  “I knew I’d left it behind, and when I showed up in Crime Central, I knew I couldn’t get it back, so I had to come up with a plan to do so.”

Spider-man cocked his head to one side.  “And you came up with that idea, all by yourself?”  he said sarcastically.

“Of course.”  The Goblin said.  “But, that doesn’t mean I worked alone.”

The elevator at the far end suddenly came up and standing on it were Alistar Smythe, the half human, half cyborg creature, and Silvermane, a very old man.  Helping Silvermane to walk was his daughter, Alisa.

“Oh great.”  Spider-man moaned.  “I should have guessed it couldn’t be a party without you guys.”

“It’s good to see you again, Spider-man.”  Symthe said.

“Listen, Symthe.”  Spider-man said.  “You were grateful for me getting you back from that planet to be with your father.”

“Indeed I am.”  Symthe said.  “However, I still work for Silvermane, and he wants you destroyed.”

“Lovely.”  Spider-man said.

Alisa helped Silvermane sit down in the Kingpin’s chair.  Once down, he turned to face his enemy, Spider-man.

“I’ve been waiting nearly all my life for this moment.”  He said.  “To have absolute power over the city.”  He waved his hands in the air.  “And now, thanks to you, Spider-man, I have it.”  He then turned back to him.  “Although, I don’t believe I’ve been introduced to your furry friends.”

“We’re the SWAT Kats.” T Bone said.

“Yeah.”  Razor said.  “I’m Razor, and he’s T Bone.”

“I’m charmed.”  Silvermane said.

Suddenly, everyone’s attention was drawn to a moaning sound from nearby.

“Ooohhhhhh.”  The Kingpin moaned, as he sat up.  “W-what happened?”  He looked straight ahead, at some blurry objects, and saw his worst enemy, Silvermane.  “Silvermane!?”  He cried out.  “How did you get in here?!”

“You have me to thank for that, Fisk.”  The Green Goblin called out from above.  He was now circling above the Kingpin, looking down at him.

“HARRY?!”  He called out.  “I swear, when I get out of this, I’ll make your father pay!”

The Goblin laughed.  “Do you really think I’m that poor excuse for a Goblin wan’a’be?!”  He flew right down to the Kingpin.  “If that’s what you think, then you’re dead wrong.”

“If you’re not young Osborn, then who are you?!”

The Goblin laughed again.  “That’s for me to know and for you to find out.”  He then flew off back up to the roof and just began hovering up there.

“You see, Kingpin.”  Silvermane said to him.  “Norman Osborn created and hired the Green Goblin to deal with people like you.  When he came back from Europe, he then contacted the real Green Goblin, and hooked him up with me in order to take over Crime Central.  Once he heard that you’d broken out the Hobgoblin, he knew that you’d be coming for him, so he set up a little meeting with Spider-man, so he could get all of our enemies in one spot at the same time.”

The Green Goblin floated down from the ceiling and floated down next to Silvermane.  “But, there’s one enemy that I want more than you, Fisk.”  His eyes slid from the Kingpin to Spider-man.  “And, that’s you.”  He said, pointing at him.

“I’m touched, Goblin.”  Spider-man said.  “So, now that you’ve got all the aces, what are you going to do now?”

“Now.”  He cried.  “You’re going to feel the full wrath of the Green Goblin.  He hurled pumpkin bombs at Spider-man and the SWAT Kats.

“Watch out.”  Spider-man yelled as he shoved Razor out of the way of a bomb.    Spider-man dodged a blast from the Goblin’s sparkle glove as he had ran out of bombs, but the blast hit the Time Dilation Accelerator.

“Enough of this, Goblin.”  Silvermane called out, “there will be plenty of time for that later.”

“Awww, shit!”  The Goblin moaned.  “I was having fun.”

“If you want to have some fun, would you kindly dispose of the Kingpin so that I can take control of his empire.”

“Come on, fat man.”  The Goblin called out as he pulled out a gun and fired an unbreakable cable of titanium at the Kingpin.

The cable wrapped around him, and he fell to the floor and struggled to break the bonds.  The Goblin then flew over to the Kingpin, picked him up, and flew over to the Time Dilation Accelerator.  He flipped a switch, and a portal opened up.

“Ta ta.”  The Goblin said to the Kingpin as he threw him into the hole.

The moment he threw him in, the Goblin closed the portal.

Meanwhile, Landon had been watching the whole scene from the safety of the security box.  “The mighty Kingpin, defeated.”  He said as he saw Fisk being thrown into the portal.  He rubbed his chin with his clawed
hand.  “Maybe there’s profit in this whole mess after all.”  He then turned to the Hobgoblin, who was standing with him.  “The technology that I have given you should be able to handle the Green Goblin.”  He said.  “I’ll go wake up the rest of the Insidious Six.  I just want you to take down that green goon.”

“But, you heard him.”  The Hobgoblin whined.  “He was only pretending to let me defeat him.  If I fight him now, who knows what he’ll be like.”

Landon wasn’t in the mood.  “Then just delay him.”  Landon hissed.  “Until I can figure out how to rescue the Kingpin.”

“Why should we risk our necks for that overweight and over privileged idiot?”

“Because he’s rich.”  Landon said.

The Hobgoblin thought for a moment.  “Good point.”

Back in Crime Central, the Green Goblin had just thrown the Kingpin into the portal and closed it up.

“That’s one down for the count.”  The Goblin cried out.  Then he turned to Silvermane.  “Now.”  He said.  “Can I destroy them!”  He pointed at Spider-man and the SWAT Kats.

Silvermane smiled.  “You may.”  He said.  “I just want to savour the moment when I finally get rid of two of my greatest enemies ever, the Kingpin and Spider-man.”

Suddenly, the wall over at the far end exploded, and the Hobgoblin shot out from the smoke.

“Time for a rematch, Goblin brother.”  He called out as he flew straight at the Green Goblin.

“You’re on, Impostor”  The Green Goblin cried out as he dodged a laser blast from the Hobgoblin.  “You’re about to face my wrath.”  He then hurled some razor sharp bats at the Hobgoblin, who twisted to get out of their way.  The Green Goblin then flew low to where there were some bags on the floor.  Grabbing one, he opened it, revealing more pumpkin bombs, which he hurled at the Hobgoblin.

“Thanks for the distraction, Hobbie.”  Spider-man called out.  Then he turned to face Silvermane.  “You’re next, old man.”  He called out.

“Kill him!”  Silvermane yelled out to Smythe.

Smythe then raised the two laser guns on his shoulder and fired at Spider-man.

“Hey!”  T Bone called out as he and Razor leapt at Symthe.  “Don’t leave us out of the action.”

“You’ll be sorry you ever messed with me, Freaks!”  Smythe said as he shot at the SWAT Kats.

“Hey, Smythe!”  Spider-man called out.  “Wasn’t I your original target?”  He fired two web lines at Smythe’s feet, webbing his feet together.  He then pulled on the web lines, bringing Smythe crashing down on the ground, hard.  Symthe was still firing at the SWAT Kats when he fell over, and a stray blast brought some of the ceiling down on top of him, trapping him.

“Now it’s our turn.”  Razor said as he and T Bone fired their cement slugs at the fallen debris, making sure that Smythe couldn’t get lose.

“Couldn’t have done it better myself.”  Spider-man said.

Suddenly, Spider-man’s spider senses started screaming.  He then jumped out of the way as he just barely managed to dodge a pumpkin bomb.

Looking up, he saw the Green Goblin and the Hobgoblin battling it out.

“How do you like my new, rapid firing sparkle gloves?”  The Green Goblin called out as the Hobgoblin was flying and twisting and turning, trying to avoid the Green Goblin’s blasts.

“How do you like my razor sharp talons?”  The Hobgoblin called out as he shot for the Green Goblin, ready to slash into his stomach.

“Not very impressive.”  The Green Goblin called out.  He then aimed both his sparkle gloves at the Hobgoblin, and taking careful aim, he blasted the Hobgoblin’s prongs that were sticking out of his arms.

“NO!”  The Hobgoblin cried out as he saw that his prongs were melted.  “You’ll pay for that!”   He swung about ready to blast him with a pumpkin bomb.

“I beg to differ.”  The Green Goblin called out as he threw a much more deadly bomb at the Hobgoblin.

The bomb caught him unaware, and the explosion sent him hurtling across the room and slamming into a wall.

“Ow.”  The Hobgoblin moaned, as he groggily looked up.

“You just can’t beat the one true Goblin, can you, my boy.”  He then flew down to the Hobgoblin, who was busy taking off his black cap.

“I prefer the old model myself.”  He said as he reached into his bag and pulled out his original orange cap and put it on.  Then, throwing off the special robotic harness that helped him fly, he then pressed a button on a small remote control, and his battle glider came in.  “Ahh, it feels good to be back in the original clothes.”  He then pressed another button on the remote, and the battle glider began firing missiles at the Green Goblin.

“As if that’s going to help.”  The Green Goblin said.  He flew past the battle glider and connected with it, merging with the Hobgoblin’s battle glider, then he lifted up a panel on its back, and fired a blast from his sparkle gloves into it.

“NO!”  The Hobgoblin cried out.  “You’ve destroyed the remote control device; I no longer have control.”

“Exactly!”  The Green Goblin cried out.  “When Norman Osborn made these weapons for me, he showed me how they work and everything, including how to make my own.  So you see, I know everything about this stuff, more than you do.”

“NO!”  The Hobgoblin cried out as he called for his smaller glider.  “I won’t let you defeat me again.  I can’t!”  He then reached into his bag and pulled out a laser blaster and began firing at the Green Goblin.

“Face the facts, Macendale!”  The Goblin cried out.  “You’re no match for me.”  He then fired a blast at the Hobgoblin, blasting the gun right out of his hands.

The Hobgoblin then reached into his bag, only to find that he had nothing left in there.  No bombs, no discs, and no more laser guns.  He decided there and then, he’d had enough.

“No reward is worth this.”  He cried out, heading for the hole in the ceiling

“Come back here, you coward!”  The Green Goblin shrieked after the Hobgoblin.

“Goblin!”  Silvermane cried out.  “Forget about him, and destroy these three!”

“You were lucky this time, Macendale, but I’ll be back.”  He called out after the Hobgoblin.  Then he turned around and dove for the SWAT Kats and Spider-man.

“Round two!”  The Goblin called out as he fired  a series of smart bombs at his victims.  “And, this time, the Green Goblin shall win.

Spider-man leapt out of the way.  The SWAT Kats readied themselves.  As the battle glider flew past, they both jumped onto the wings of the battle glider, standing on ether side of the goblin.

“Game over, Goblin.”  T Bone cried out, aiming his glovatrix at the Goblin.  He pushed the special button that fired the missiles, but he was rewarded with a clicking sound.  “Oops, outta ammo.”  He said.

The Goblin quickly ducked as Razor fired a mini tar-pedo at him.  The missile hit T Bone instead and sent him flying into a wall while the Goblin blasted Razor with his sparkle gloves.  Razor fell off the glider, only to be caught by Spider-man, who leapt into the air and grabbed him in the nick of time.

“Nice save, Spider-man!”  The Goblin called out.  “But, can you save yourself?”  he hurled four pumpkin bombs at him.

“Well, there’s only one way to find out.”  He said, as he leapt into the air, twisted, and dodged the explosions.  When he landed back on the ground, he put down Razor and turned around to face the Goblin.

As the Goblin turned around to face Spider-man, he was shocked as the wall crawler had disappeared.  Suddenly, he felt a huge weight on his back as he realised that Spider-man had landed on his back.

“It’s just you and me, Norman.”  Spider-man hissed to his enemy as he covered his eyes with his hands.

“That’s fine by me, Parker.”  He hissed back as he grabbed Spider-man’s hands and hurled him over the front of the glider.

Spider-man then fired a web line and caught the bottom of the battle glider.  The Goblin turned to see Spider-man hanging there.  He then flew towards a low rail.

“Low bridge!”  he called out as he leveled up his glider so that Spider man would hit it.

“Not today, Goblin!”  Spider-man called out as he jumped onto the rail.  Then, as the Goblin pitched straight up to do a loop the loop, he fired a web line.  It stuck to the Goblin’s back, and he pulled hard on it.

“YYYAAAAAHHHHH!?!”  The Green Goblin screamed as he was yanked off the battle glider.  His glider was detached from the battle glider, which continued going straight up and slammed into the ceiling, exploding.  His smaller glider fell to the floor, where it landed with a metallic clang.

Spider-man then jumped down to where the goblin lay.  Then, firing both web shooters, he covered the Green Goblin in a coating of thick, sticky webbing.

“That ought to hold you, Goblin.”  Spider-man said as the Goblin cried out in protest as he was covered in webbing.  Then he turned to Silvermane.  “And now, for you.”  He said.

But, Silvermane wasn’t afraid.  “You know Spider-man.”  He said.  “There’s an old saying that goes, “Nobody loves a soldier till the enemy’s at your front gate.”

“What the hell does that mean?”  Spider-man asked.

“Why don’t you ask them?”  Silvermane said, pointing behind Spider-man.

Spider-man turned around to see the Insidious Six standing there, minus the Hobgoblin.

“Oh great, not you guys again.”  Spider-man whined.

“Yes, us!”  The Rhino said, as he charged at Spider-man.

Spider-man quickly leapt out of the way, but then he was hit by the Scorpion’s tail and was sent flying into a wall.

“Ooohhhh.”  Spider-man moaned.

“At last, we have you, you meddlesome insect.”  Dr. Octopus said as he wrapped one of his tentacles around Spider-man and lifted him into the air.  “And now, I’m going to crush you like the bug you are.”  He then squeezed Spider-man very tightly.

“Arrrrggghhhh!”  Spider-man groaned as he was being crushed by Doc Oc.

“Hang on, Spider-man!”  Razor called as he fly kicked Doc Oc in the head.

The Dr. was taken by surprise and knocked over.  In doing so, he let go of Spider-man.

“You’re mine.”  T Bone said as he fly kicked the Rhino in the face, sending him flying into the Scorpion.

“I wanted a rematch!”  The Shocker said as he fired at Razor.

Razor managed to duck out of the way.

“So, you want to rock and roll, huh?”  Razor said as he brought out his mini cement launcher.  “Then let’s rock!”

He flipped over the Shocker and fired a short blast of cement slugs at the Shocker’s vibro-blasters.  The slugs covered the Shocker’s thumbs to the control buttons of his vibro-blasters, so he was unable to turn them off. The Shocker was sent ricocheting around the room until he was knocked unconscious.

“Get off me, you great oaf!”  The Scorpion yelled as he threw off the Rhino.

“Watch what you’re saying, bug boy.”  The Rhino threatened.

“That’s it!”  The Scorpion yelled.  “Nobody calls me names!”  He then swung his tail at the Rhino, who caught it in mid-flight.

“Bug off.”  He said as he swung him around and threw him into T Bone.

“Thanks for doing the job for me, Dumbo.”  Spider-man called out as he sprayed web into the Rhino’s face.

“I can’t see!”  The Rhino called out, and he started throwing punches into the air.

“I’m over here, Hippo!”  Spider-man called out.

“My name is RHINO!”  He yelled as he tore off the webbing.

“Oh really?”  Spider-man said as he punched him in the stomach.  “You mean all this time I thought it was Hippo?”  He then slammed him in the face, then the chest, and in the face again, knocking him out.

Meanwhile, T Bone was fighting the Scorpion.

“Stay still, ya blasted flee bag!”  The Scorpion said as he tried again to whack T Bone with his tail.

“O.k.”  T Bone said as he landed on the floor.  “Hit me with your best shot, Greeny.”

The Scorpion growled. “Everybody, stop calling ME NAMES!!!”  He then swung his tail at T Bone.

At the last moment, T Bone brought out his buzz saw and cut the Scorpion’s tail right down the middle.  The two halves fell down ether side of T Bone.

“What split personality you have.”  T Bone said.

“My tail!”  The Scorpion cried out.  “You ruined it.”

“Hey, look on the bright side.”  T Bone said as he ran towards the Scorpion.  “You can just get another one.”  He then grabbed his right arm and twisted it so the Scorpion bent down.  “If I lost mine.”  He then began repeatedly kicking him in the stomach.  “I could never get it back.”  Then he knocked out the Scorpion with a kick to the face.

Suddenly, the Vulture suddenly swept out of the sky and punched T Bone in the face, sending him flying.

“HEY!!”  Razor called out.  “Nobody picks on my partner without messing with me!”

“Have it your way.”  The Vulture said as he dived at Razor.  “I’ll give you some action as well.”

The Vulture then dived at Razor, and spread his wings apart, ready to slam them back together again on Razor, cutting him in half like a pair of scissors.  However, as he slammed them shut, Razor flipped over the Vulture, and as he somersaulted over him, he brought out his buzz saw blades, and with two quick swipes, he cut off both the Vulture’s wings.  The Vulture crashed into the ground and rolled for a few meters before rolling right into the wall.

Doctor Octopus was watching all this while fighting with Spider-man.  He wasn’t dumb; he knew what happened last time. Three against one was unfair, so he decided to beat it.  He grabbed Spider-man with his two top tentacles and threw him into the SWAT Kats before taking off.  He pressed a button on a the wall and disappeared down the elevator, quick smart.

“Well, that’s that.”  Spider-man said, getting up and looking around the room.  Smythe and the Green Goblin lay on the floor, struggling beneath their prisons.  The Rhino, Scorpion, Shocker, and the Vulture all lay on the ground, out cold.

“That was quite a work out.”  Razor said, getting up.

“Say.”  T Bone said, looking over at the Kingpin’s desk.  “Where did that old guy go?”

He was right.  Silvermane and his daughter had disappeared.

“I’m right here, you flea ridden fur bag.” They all turned around to see Silvermane’s face on the big screen monitor. “During the battle, I decided to seek higher ground, in case the Kingpin’s thugs couldn’t take you down.

“Such language, Silvermane.”  Spider-man said, shaking his head.  “What do you have to say for yourself?”

“Just this.”  His face turned into a snarl.  “SMYTHE!  GOBLIN!  DESTROY THEM ALL!!!”

There was a small explosion as Smythe blasted free of the cement slugs.  The Green Goblin, who had managed to get hold of one of his razor sharp bats, had cut himself free and now stood there, fuming with rage.

“Nobody humiliates the Green Goblin and gets away with it.”  He growled.

“Then I guess I’m the first.”  Spider-man said as he dodged a pumpkin bomb.  “Lucky me.”

“I still owe you freaks a good pounding.”  Smythe said, firing his lasers at the SWAT Kats.

“And, we’re not going to let you have the chance.”  Razor said as he dodged a blast.

T Bone leapt at him, trying to fly kick him, but Smythe knocked him away with a single swipe of his hand.  Razor came up from behind him and punched him in the back of the head.  Smythe just turned around with a sly smile on his face.

“Holy kats!”  Razor said as he backed off with Smythe coming towards him.

Suddenly, a spider missile wrapped around Smythe’s waist, tying up his arms.

Razor used this distraction to his advantage. “Mini Megavolt missile.”  He said.

The missile hit Smythe and filled him with electricity.  Smythe screamed out in rage and fell to the ground, sparking.

T Bone walked up from behind, dusting his paws.

“Nice work, buddy.”  Razor said.

“Not bad yourself, buddy.”  T Bone said.

On the ground, Smythe weakly pressed a button on his belt. “Time f-or p-plan B.”  Smythe groaned, then he fell down again.

“I hope that didn’t do anything that I would regret.” Razor said as he saw what Smythe had just done.

Just then, the sound of jets could be heard, and a twelve foot tall robot came in and landed on the ground just a few feet in front of the SWAT Kats.  It had a human body with a dome for a head.  It was all metallic grey with a few view screens on its head.

“What the hell is that?”  T Bone said as the Robot took a few steps towards them.

“T-that is my-my all new Mega-mega Slayer….”  Was all Smythe mumbled,  then he shouted.  “Robot, destroy them!”  Then he passed out.

“Dang!”  Razor said as the robot raised a finger and fired a laser bolt at them.

Then it raised its arm and fired a missile at them.

“Crud!”  T Bone shouted as he jumped out of the path of the missile.

“Hey, T Bone!”  Razor said, as he brought out his shield.  “Does this robot remind you of something we once fought?!”

T Bone thought for a moment.  “I know.”  He said, as he brought out his shield.  “They remind me of those mummies the Pastmaster coughed up, before he died!”

Razor nodded.  “Exactly.”  He said.  “So, don’t you think it should have the same weakness?”  he jumped away from another missile.

“I don’t see why not!”  T Bone said as he watched the robot turn on its rocket boosters on its feet and sail up into the air.

“Then let’s do it!”  The both took down their shields and fired a match head missile at the robots view screens.

“BINGO!!”  Razor shouted, as the missiles hit on target.

One missile completely destroyed the view screen, and the other knocked off one arm.  The robot landed back on the ground and began sparking.  It then raised its good arm and began firing away wildly.

“We’ve got to take it out before it takes us out.”  T Bone said, taking aim once more.

“Fire!”  They both shouted as they let lose another volley of match head missiles.  The two missiles took off the robot’s head, and it fell over, sparking and shaking.

“YOU CATS HAVE COST ME MY EMPIRE!!!”  Silvermane screamed.

“Father, control yourself.”  Alisa Silvermane said, putting her arm around her father.  “Remember your blood pressure.”

“Yeah.”  T Bone said.  “You don’t want to over boil.”

From his hidden room, Silvermane fumed.  Suddenly, his eyes went wide. “Goblin, look out!”  He cried.  “You’re going to smash the s…..”

Suddenly, a pumpkin bomb connected with the view screen, blowing it to fragments, and shattering the screen.

The SWAT Kats turned around to see Spider-man battling with the Green Goblin.

Elsewhere, Silvermane brought his fists down on the computer screen.  “Damn!”  He cursed.  “I was so close, if not for those cat creatures, I would have destroyed Spider-man, and now Kingpin’s empire would be all mine.”

His daughter smiled, and rubbed his shoulders.  “Cheer up father.”  She said.  “I know you very well, and I believe that the Silvermane I know would not be set back by this little upset.”

Silvermane smiled.  “You’re right, my dear Alisa.”  He said.  “What would I ever do without you?”

Back at Crime Central, the Green Goblin was now fighting both the SWAT Kats, and Spider-man.  The Goblin then reached into his bag, but found no more pumpkin bombs.  He flew up to the ceiling to assess the situation he was in.  The Insidious Six were down and out.  So was Smythe and his Mega Slayer.  Silvermane was no where to be seen, and he was the only one left, up against three enemies.  This was a fight he couldn’t win.

“I’m afraid I’m going to have to put our little battle on hold for now, Parker!”  The Goblin said, as he flew down, towards the Time Dilation Accelerator.  He flipped the switch and turned it on.  The machine had been hit during the battle, and as it was turned on, it was sparking all over.  “I’m outta here.”

But before he could enter the portal, a red type of blob suddenly came out of the portal and headed straight for the Goblin.

“Get away from me!”  He cried out and shot it with a blast from his sparkle glove.  He hit the blob, and it
dived out of the Goblin’s way.  But then, it grabbed him and threw him into the wall.  The Goblin hit the wall and slid down, groaning.

“Look out!”  Spider-man shouted as it leapt for the trio.  He had an idea what it was, and he was praying to god that it wasn’t.

Razor and Spider-man were lucky; they managed to jump out of the way, but T Bone wasn’t that fast. It latched onto T Bone’s arm and began to engulf him.

Spider-man’s eye’s widened.  His worst fears were true.  He knew what it was.

“Oh no.”  He said.  “It can’t be him, not here, not now.”

Razor was confused. “Who?”  Razor cried watching this thing cover T Bone in a few seconds.

Suddenly, T Bone stood up.  His eyes were big and white.  His uniform was still visible, but there were these red type of veins running down his body.  His mouth was replaced with a mouth full of red sharp teeth, and his paws were replaced with these red claws.  He laughed out loud and jumped into the portal.

“T Bone!”  Razor cried out.  He then turned to Spider-man, “Spider-man.  What was that thing that took over T Bone?”

Spider-man was silent for a few seconds, then he spoke.

“It was the Carnage symbiote.”  He said in a low voice.  “I thought it was destroyed, but it now appears as though I was wrong.”

Razor ran towards the portal.  “Come on.”  he cried out.  “We gotta go save T Bone.”

Together, Razor, and Spider-man leapt into the black hole and landed in a garbage bin.

“Where are we?”  Spider-man said climbing out of the bin.  Then he saw something.  “Hey this looks like the Time Dilation Accelerator.”  He picked it up and turned it off.

Razor noted that.  “Spider-man.”  He said.  “Let’s get up on the roof.  “I want to see something.”

Spider-man grabbed Razor, and they ran up the side of the wall.  On top of the building was the wounded Turbo Kat, exactly where they had left it before they fell into Spider-man’s world.

“Spider-man.  Razor said.  “Welcome to Megakat City.”

Spider-man looked around.  “You’re right.”  He said.  “It does look like New York.”  Then something crossed his mind.  “Oh no.”  He said.  “Didn’t T Bone jump into the portal as well?”

Razor then realised it.  ”

You’ve got a dangerous killer running lose in your city now, Razor.”  Spider-man said.  “And, you’re going to need my help to stop him.”

“Well.”  Razor said.  “Lets go find him.”

“Wait!”  Spider-man called out.

Razor stopped, and looked at him.  “Why?”  Razor asked.

“Carnage is the most dangerous villain I’ve ever faced.” Spider-man said.  “You and I can’t take him on all by ourselves.  We need help.”

“Who have you got in mind?”


Deep in the Jungles of the Congo…

Sergei Kravinoff, a.k.a Kraven the Hunter stood, perched in the tree, looking down at the lion he was hunting.  A smile spread across his face, as he felt the winds shift, and his love, Dr. Mariah Crawford, landed beside him, on the same branch.  She, like him, had adopted a name of her own.  She now called herself Calypso.

“The Hunter is now the hunted, is it not, my little Calypso?”  Kraven said.

She smiled.  “Like lambs to the slaughter, my dear Kraven.”  She said, and they kissed.

Suddenly, the mood was changed.  They both felt the same disturbance.  Below, the lions all ran away.  Then, a portal opened, and two creatures jumped out.  One was human; the other looked like a human cat.

Kraven recognised the human.  “Spider-man?!”  He cried out.  “What are you doing here?!”

Spider-man looked up into the tree tops.  “Kraven!”  he called out.

Kraven leapt from the tree tops to the ground and landed in front of the two visitors.

“I’m so glad I found you.”

“Why are you here, in my domain, Spider?”  Kraven asked.  “I sense not aggression from you, but helplessness.”

Calypso jumped down next to Kraven.  “I sense it too, my dear Kraven.”  She said.  “What is it you want, Spider-man?”

Spider-man hesitated a little before he realised it was his dear friend, Dr. Crawford.  “I need Kraven’s hunting abilities on my side.” Spider-man said.  “A great evil has been unleashed, and I need your help, Kraven.”  He said.

“What great evil is this?”  Kraven asked.

“A creature calling itself, Carnage has returned.” Spider-man said.  “It took over a good friend of mine and will probably do some damage to his life!”

Kraven stroked his beard.  “And, who is this?”  He asked, looking at Razor.

“I’m Razor, Mr Kraven.”  Razor said.  “I’m not from this world; I’m from another dimension.”

“Another dimension?” Calypso said.  “Is that how you got here?”

Spider-man held up the time Dilation Accelerator.  “Using this device, yes.  That’s how we found you.”

“This Carnage?”  Kraven said.  “What is he like?”

“It’s a symbiote and a cold blooded killer.”  Spider-man said.  “When I first meet him, he bonded with a psycho killer named Cletus Kassidy.  The second time I meet him, he’d bonded with another version of me and tried to destroy all reality.”  Spider-man was now pleading.  “Please, Kraven, I need your help.”

Kraven thought for a moment, then turned to Calypso.  “What do you think, my little Calypso?”  He asked.

She smiled at him.  “Spider-man has always been my friend.”  She said.  “And, he was there for you too, my love.”  She rubbed his arms.  “I say that you should help him.”

Kraven smiled at her.  “Anything for you, my little Calypso.”  Kraven said.  “Spider-man.”  He said to  him.  “I’ll come with you, and help you, and your cat friend.”

“Great.”  Spider-man said.  “Lets get going; we need three more players before we can get started.”

“Who?”  Kraven asked.

“You know one of them.”  Spider-man said as he turned on the Time Dilation Accelerator.  “Her name is the Black Cat!”

And with that, Kraven, Spider-man., and Razor all jumped into the portal, and it closed up behind them.


Somewhere in Eastern Europe…

Night was settling in the village somewhere in Austria.  The village was small and out of the way.  Not a soul was out in the streets that night.

Or was there.

In the middle of the street, a figure walked down the foot path.  He was wrapped in a black trench coat with a black wide brimmed hat, and was hurrying along.

Suddenly, a shadow stepped out from the darkness of an alley.

The man on the road looked up at the figure.  “W-who are you?”  He asked in a German accent.

The man gave out a hiss.  “I need your plasma!”  He opened his mouth to reveal two sharp fangs.  He was a vampire.

“Not today!”  The man cried as he threw away his hat.

His skin was white, and his nose was distorted, and like the vampire, he too had fangs.  He was Morbius, the living vampire.  He then threw a punch at the Vampire, who was taken by surprise, and was knocked back
into the ally.

“Die!”  The other vampire hissed, as he flew at Morbius and slammed him into the wall.

Morbius then kicked the vampire in the stomach, and he fell into a garbage bin.

“I don’t think so.”  He said.

“Nice going, Michael.”  A female voice said.

Just then, a new figure dropped into view.  She wore a black, skin tight suit.  She had white gloves and boots, with long white hair, wearing a black face mask.  She was the Black Cat.

“Now I’ll finish the job.”  The Black Cat stood tall and proud as she raised the small odd looking flash light in her hand.

Just then, before she could push the button, a small grenade type object landed in front of the vampire and exploded, sending a brown coloured gas into the air.

“Die, night stalker!”  A new voice cried out.

The vampire shrieked out loud, and after struggling for a few moments, it turned into powder and died.

Another figure dropped into view.  He wore black leather biker’s clothes.

“Did you have to do that, Blade?”  Black Cat asked as he walked into the moonlight.  “I thought we agreed that I was going to kill this one.”

Blade smiled.  “It slipped from my hand.”  He said.  “That’s one less night stalker to worry about.”

“True.”  Morbius said.  “So, where are we heading next?”

Blade brought out a map.  “We’re heading to….”

Suddenly, a black portal opened out of no where, and out jumped Spider-man, Razor, and Kraven the Hunter.  The three vampire hunters just stood there, blinking.

“Cat!”  Spider-man said when he saw her.  “Thank god I’ve found you.”

The Black Cat was stunned.  “Spider?”  She said.  “What are you doing here?  I thought I left you in New York.”  She then looked over at his followers.  “Hello, Kraven.”  She said.

“Greetings, Cat.”  Kraven said.

“And who, or what is that?”  Cat said, looking at Razor.

“It appears to be an Anthropomorphic cat, Cat.” Morbius said.

“Hi.”  Razor said.  “I’m Razor. I’m from another dimension.”

“Figures.”  Blade said.  “But, what does that have to do with you being here?”

“I think I’d better explain this.”  Spider-man said.

Time passes….

“….and that’s the whole story.”  Spider-man said.

“Wow.”  Black Cat said.  “So, this Carnage is lose in another dimension?”

“That’s right.”  Razor said.  “And, it’s in mine.”

“I’m truly sorry about what happened to your partner, Razor.”  Morbius said.  “I wish I could help.”

“You can help by helping Blade hunt down the rest of the world’s vampires.”  Spider-man said.  He then turned to Cat.  “So, will you help me, Cat?”  He asked.

Cat rubbed her chin.  “You drive a hard bargain, Spider.”  She said.  “But o.k.  I’ll be great to work with you again.  Count me in.”

“Great.  I knew I could count on you, Cat.”  Spider-man said.  He then raised the Time Dilation Accelerator and turned it on.


In a dimension, not quite like our own…..

The streets of New York.  What a dump.  These were the thoughts of Ben Reilly as he walked down the destroyed streets, trying to salvage whatever he could find that could be useful.  He looked like Peter Parker, but his hair was different, and it was blond.

Ever since that blasted Carnage Symbiote had showed up and ruined the life of the Peter Parker of his world, New York hadn’t been the same.  He was, like Peter, a costumed crime fighter, going under the name of the Scarlet Spider.

He could still remember how the news had hit him, when Spider-man came back, and told him that his Peter Parker was dead. Killed himself trying to rid the world of that evil.  Carnage.  He wished that Miles Warren had never cloned him and created this whole mess.  But now, he existed, and he couldn’t prevent that.  He wished he knew who was the real clone, whether it had been him, or Parker.  He wished it had been him.

Suddenly, a black portal opened up in front of him.  One like the one that brought Carnage into his world.

Cursing, he ripped off his shirt and started to change into the Scarlet Spider, ready to deal with whatever menace was coming through.

Suddenly, Spider-man, Black Cat, Kraven, and some cat person jumped out of the hole and landed before a very confused Ben Reilly.

“Spider-man?!”  he cried out.  “What are you doing here?!”

“Scarlet Spider!”  Spider-man said.  “I need you to listen because I need your help.”


Later, in a dead dimension……

The party of five leapt out of the portal, and landed on a floating rock.

“Are you sure he’ll want to help us?”  Scarlet Spider said as they looked around the strange new world they were in.  “I mean, from what you told us, he doesn’t sound like someone we should recruit.”

“He will.”  Spider-man said.  “He hates Carnage more than he hates me.”

“Did somebody mention my name?”  A high pitched voice called out from behind.

The party spun around to see none other than Cletus Kassidy.

“Well, hello, web man.”  He said, with a huge grin on his face.  “I never thought I’d see you here.”

“Can it, Kassidy.”  Spider-man said.  “I didn’t come here for you. I came here for someone else.”  He jumped over to the rock were Kassidy was standing, grinning like an idiot.  “Where’s Eddie Brock?”

Suddenly, a huge black object with a white spider on its chest landed between Kassidy, and Spider-man.  Two huge hands picked Spider-man up off the ground and lifted him into the air.

“Well, well, well.”  Venom said.  “We were wondering when you’d show up again, Spider-man.”  He held Spider-man just inches away from his snapping jaws.

“Brock!”  Spider-man called out.  “Listen to me.”

Venom shook Spider-man like a rattle.  “There is no Eddie Brock.”  He said.  “Now there is only Venom.  And, we’ve been looking forward to this day for quite some time.”  He then pulled back his right fist.

Suddenly, a spider missile wrapped around Venom, allowing Spider-man to escape.

“Brock, Venom, or whatever you call yourself.” Razor said.  “Just listen to Spider-man.  He, and I, need your help.”

Venom roared as he snapped the ropes on the spider missile.  “Why should we listen to that insect, let alone
you, cat man.”  Venom said.  “Why shouldn’t we just break you like we plan to do to that Spider creep?!”

“Because Brock.”  Spider-man said.  “It’s someone you hate more than me.”

Venom laughed. “There is only one other we hate, more than you, web crawler.”  Venom said.  “And that is that stupid Carnage.”

Razor stepped forward.

Venom raised both his hands and covered Razor with webbing of his own.

“Venom!”  Razor called out.  “Carnage is loose in my world.”

Venom stopped.

“And Spider-man, and I, we need your help in stopping him.  Please, will you help us?!”

Venom paused over Razor.  both Spider-man, and the Scarlet Spider stood ready in case Venom did anything rash.

“Very well.”  Venom said, picking Razor up.  “We will help you, cat man, and your wall crawling friend.”  He then grabbed the webbing on Razor and ripped it right off him.  “But, you must leave Carnage to us.  Got it?!”

Razor nodded. “He’s all yours.”  Razor said.

“My babie’s still alive?!”  Kassidy said, peering from around Venom.

Venom looked down at him. “You won’t be once I’m finished with you.” Venom said.

Kassidy looked up at him. “You wouldn’t be saying that if I had my symbiote with me.”  Kassidy said.

“Get lost.”  Venom said, picking up Kassidy by his face, and throwing him away.  He then turned to Spider-man.  “Let’s get this over and done with, Spider-man.”

“Thank you Eddie.”  Spider-man said.

“For the last time, I’m Venom!”  He shouted.

Spider-man backed off, then turned on the Time Dilatation Accelerator, and they all leapt through the hole and into Razor’s world.

Into Megakat City.

While the others marveled at the city, Spider-man wasn’t.

Spider-man looked at the city, the afternoon sun casting a blood-like red on all the buildings.  In the midst of those buildings he imagined Carnage’s face, laughing at them.


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