Title  : Web of  SWAT Kats
By     : Glen Battilana

Yes, I admit it.  I have now entered the cross overs, and I intend to
start with a Spider-man cross over.  NOTE :  This story is based on the
animated series, and it takes of, 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.

==========================================================================================================================================================

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 of
the Hobgoblin some time ago.  He sat there with his mask off, poking at
the inside of the machine.  Using spear 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
porthole.

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.  

Elsewhere in the city, a strange black hole opened up, and out of it
came the Green Goblin.  He looked around at the city he was now in.
       "It looks like New York.  Sounds, smells, and fells like New
York."  He said, looking at the city.  The city was like New York, but
it wasn't, he could see no sign of the Statue of Liberty, and he was
supposed to be in Manhattan.  This was strange, perhaps he hadn't fixed
the Time Dilation Accelerator after all.  He went down to the city to
get a closer look, and knew he was right.  There was a picture on a
billboard of a kat, in clothing holding up a can of milk.
       "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 his
shouldn't run in the SWAT Kats, when the phone rang.  He picked it up.
       "Commander Feral here."  He said into the phone.  Feral listed,
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.
       "An monster?"  She said.  Feral nodded.
       "Yes, but there's no time to explain, he's heading for city
hall."  Together, he and his nice, 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
Goblins 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 crude."  Razor said.  "It's a heat seeker."  He flicked
a few switches on his control panel.
"launching flares now."  A flier drooped 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 cleaver 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 taped 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.  "Lets 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 sore
shot."
         "Affirmative."  Razor said.  "Lets 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.
          "Crude!"  T Bone yelled.  "Were 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 some thing
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 it's 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 decent was halted by some thing 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.  "Your 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 eye's 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.  Shore enough, that's were the kat had hit him, and it had been
turned on.  However, the kick had also loosened the straps, and it
slipped of him, and fell into a garbage bin, in the ally below.  The
Goblin himself, nearly fell over the edge, if not for a paw witch grabbed
him.
           "You should let him fall for what he did to me."  T Bone
said, walking over to were Razor stood holding the Green Goblins arm.
          "Yea."  Razor said.  "But were the good guys.  We don't kill." 
The Goblin, looked at the kats, then at the ally below.  The porthole
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 porthole.  No
sooner had they disappeared into it, then 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 him build.  Ever since
Dr Ohn had unexpectedly left without completing the devise, 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, your 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 shock 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
porthole gravitational pull up to the maximum level it can go to."  Very
shakily, the scientist obeyed.  But before he could.  The porthole,
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 porthole's dimensional tunnel."  He looked
at the dark black hole.  "In other words, something's coming though." 
Everyone, in the lad, had there eye's on the swirling porthole,
wondering what kind of monster would come out of it.
              Suddenly, three rather big objects were hurled out of the
port hole, 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 were 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 enter 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 gourd, stuck on the wall.  "What's that crude?"
         "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 thought 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."  
         "Your 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. 
"Lets 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 your 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.
          "Your right Spider-man."  Razor said.  "Have you got anything
to make us look more like, uh, you do?"
          "You mean Human?"  Peter said.
          "Yea."
           "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, cough a cab
back to his apartment with out causing any suspicion.  Once inside the
apartment, the SWAT kats, took off the trench coats and drooped onto a
nearby couch.
       "I thought that cab driver would notice us for shore."  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 attached.  "How did you guys
managed 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 porthole, 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 begging opened
by 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.
          "Hay don't be afraid lady."  Jake said to her.  "We won't
bite."
          "It's OK M.J."  Peter said to her.  "There, 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 shock  hands, paws with the two kats, and
introduced her self.  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
hands."
           "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
Goblin.
            "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, it 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.
          "Your right, he dose 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 devise, and the Kingpin's
device both brought you hear, 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 devises."  Jake thought for a moment.
          "This Goblin guy, Norman."  He said.  "Do you know were 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 where
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 to 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 met 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
warped 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."
          "Your 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 your 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.  "Lets here 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
sons 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.
           "Yes?"  
           "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 Harrie's twenty first birth day.  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 reported called out.
           "Yes?"
           "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 shock his
head.  "Another victim of the true Goblins evil.  Who ever he is, I hope
your 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 what ever 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 abandon docks area and talk things out. 
Love Norman."  He though 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 laugher.  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, I a garbage bin.  However, I intend to
get one from Kingpin, and soon, I'll be invincible."  He stooped
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 had 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 destruction 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 engage 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 hard wear."  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 serves."  Doc Oc said.  Then he noticed the SWAT kats.  "Who are
they?"  He asked.
          "Were 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 steeped out of the way, he stuck his foot out,
and tripped Rhino, grabbing hold of his horn, he then stirred him to the
left and sent him falling into a cement wall, were 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 Scorpions tail.
          "What's the matter kat?"  Scorpion said to Razor.  "To good
for ya?"  Razor aimed his glovatrix at Scorpions tail. 
         "Nope. "  He said, firing off an Octopus missile.  "To ugly for
me."  The missile caught the Scorpions 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 was sent
flying back into a wall.  Meanwhile, T Bone wasn't having much luck
ether.  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 were Razor had disappeared
though.
          "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 feel 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 by."
         "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 of
his right wing, and he fell plummeting to the ground.
         "That was quite a workout."  Razor said, dusting of 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.  
        "Hay 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 of 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 wander what ever happened to Hobgoblin, and Green Goblin?"
His question was meet 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 near by.  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.  "Your 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 faltered 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 need's 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 every one, 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 of 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,
with out any complications."  He then pulled out a remote control, and
pressed a button on it.  
              Suddenly, the roof exploded, and in came the Green Goblins
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 cause."  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."
              "Were 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 your dead wrong." 
                "If your 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 touch Goblin."  Spider-man said.  "So now that you've
got all the ace's, what are you going to do now?"
              "Now."  He cried.  "Your 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 form the Goblins 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 porthole 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 porthole.
              
              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 porthole.  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 over weight, 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 Porthole, 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
were 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.  "Your 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. 
               "Hay!"  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.
               "Hay 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 derbie, 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 barley 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 buys 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 of 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 it's
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. 
"Your 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 cowered!"  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 ducks as Razor fired a mini tar-pedo at
him.  The missile hits T Bone instead, and sends him flying into a wall,
while the Goblin blasts Razor with his sparkle gloves.  Razor falls of
the glider, only to be caught by Spider-man who leaps into the air, and
grabs 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
wait 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-mans 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 of 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, were it landed with a
metallic clang.
              Spider-man then jumped down to were the goblin lay, then
firing both web shooters, he covered the Green Goblin in a coating of
think, 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 enemies at your front gate."     
              "What the hell dose 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.
                "Your 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 cover the Shocker's thumbs to the
control buttons of his vibro-blasters, so he is unable to turn them off. 
The Shocker is sent ricocheting around the room, until he is knocked
unconscious.
                "Get off me you great oaf!"  The Scorpion yells as he
throws off the Rhino.
                "Watch what your saying bug boy."  The Rhino threatens.
                "That's it!"  The Scorpion yells.  "No body calls me
names!"  He then swings his tail at the Rhino, who catches it in mid
flight.
                 "Bug off."  He says, as he swings him around, and
throws him into T Bone.
                 "Thanks for doing the job for me Dumbo."  Spider-man
calls out, as he sprays web into the Rhino's face.
                  "I can't see!"  The Rhino calls out, and he starts
throwing punches into the air.
                  "I'm over here, Hippo!"  Spider-man calls out.
                  "My name is RHINO!"  He yells, as he tears of the
webbing.
                  "Oh really?"  Spider-man says, as he punches him in
the stomach.  "You mean all this time, I thought it was Hippo?"  He then
slams 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 Scorpions tail right down the middle.  The two half's fell
down ether side of T Bone.
                  "What split personality you have."  T Bone said.
                  "My tail!"  The Scorpion cried out.  "You ruined it."
                  "Hay, look on the bright side."  T Bone said, as he
run 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.
                  "HAY!!"  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 Vultures 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 to 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.  "Were 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 were 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 it's 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 it's arm, and fired a
missile at them.
                "Crud!"  T Bone shouted as he jumped out of the path of
the missile.
                "Hay T Bone!"  Razor said, as he brought out his shield. 
"Dose 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 it's rocket boosters on it's feet, and sail up into the
air.
                 "Then lest 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 it's 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 of the robots
head, and it fell over, sparking, and shaking.
                  "YOU CATS HAVE COST ME MY EMPIRE!!!"  Silvermane
screamed.
                 "Father, control your self."  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.

                Else were, 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.
                 "Your 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
asses the situation he was in.  The Insidious Six were down and out.  So
was Smythe, and his Mega Slayer.  Silvermane was no were 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 Dilatation 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
porthole, a red type of blob suddenly came out of the porthole, 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 Goblins 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 prying 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 Bones 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 eye's were big and white. 
His uniform was still visible but there were these red type of vanes
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 porthole.
              "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 porthole.
             "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.
             "Were are we?"  Spider-man said climbing out of the bin. 
Then he saw something.  "Hay this looks like the Time Dilation
Accelerator."  He picked it up and turned it off.  Razor noted that.
             "Spider-man."  He said.  "Lets 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
were they had left it, before they fell into Spider-man's world. 
"Spider-man.  Razor said.  "welcome to Megakat city."  Spider-man looked
around.
              "Your right."  He said.  "It dose look like New York." 
Then something crossed his mind.  "Oh no."  He said.  "Didn't T Bone
jump into the porthole as well?"  Razor then realised it.  "You've got a
dangerous killer running lose in your city now Razor."  Spider-man said. 
"And your 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 sift, 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 porthole 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 it's self, Carnage, has returned." 
Spider-man said.  "I 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 porthole,
and it closed up behind them.

Some were in Eastern Europe… 

                Night was settling in the village some were 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
ally.  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 shriek 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 moon light.  "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, were are we heading
next?"  Blade brought out a map.
                  "We're heading to…."  
                  Suddenly, a black porthole opened out of no were, 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 dose 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 worlds 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 what ever 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 clones 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, weather 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 of his shirt, and started to change into the Scarlet Spider,
ready to deal with what ever menace was coming though.
                      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 porthole, 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 some one 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
it's 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 what ever 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 lose 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 threw 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.

TO BE CONTINUED......