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The Amazing Spider-Man #472

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  • Flint
    [New York.] Ben Reilly kept his hands in the pockets of his shabby coat, his arms holding tight against his sides as they held important documents; his resume,
    Message 1 of 21 , Mar 1, 2007
      [New York.]

      Ben Reilly kept his hands in the pockets of his shabby coat, his arms
      holding tight against his sides as they held important documents; his
      resume, letters of reference, and a few minor papers he wrote while
      working as chemistry teacher at the Montana school for gifted
      youngsters, presently a pile of ash after a well-placed nuclear
      detonation. Fortunately, the student body survived, now dispersed as
      young adults into the world. Dr. Henry McCoy was on the news again,
      having recently rejoined the Avengers, and so his recommendation
      would be one of the highest possible from a mutant.

      As Ben walked to the street from his apartment, he could feel the
      wetness in his feet, his socks and shoes providing little resistance
      against the melting snow-waters. He shivered slightly, watching his
      white breath disperse into the air as he walked to the street. It was
      now winter, and Ben was immensely glad that Peter had given him the
      nanosuit, which was far better than the original Spider-costume in
      keeping its occupant warm, even in the single digit weather.

      Ripping his free hand from its hole-filled pocket, Ben raised it up
      and called out for a taxi. He had another job interview to get to,
      and he hoped that this one would be the one. He certainly needed it;
      after his battle with the Black Tarantula, he was down to all of one
      functioning web-shooter, the other crushed in the fight. He was also
      running low on web-fluid, with no money to make more. At least, not
      if he wanted to have enough to eat tomorrow.

      Ben looked up into the sky, admiring the light snowfall. Out of the
      corner of his eye, he could have sworn he saw the figure of a man
      plastered on the side of an adjacent building, arms and legs spread
      like Spider-Man might whilst wall-crawling. Ben's eyes automatically
      shifted to the yellow taxi-cab as it screeched to a stop before him,
      driving some slush up onto the sidewalk and onto Ben's rapidly
      deteriorating shoes. When Ben's eyes had returned to the spot, there
      was no man there. Of course, if someone had been eavesdropping on
      him, his spider-sense would have gone off...

      Assured that he was safe, Ben opened the door and stepped into the
      cab. "Stark Tower," he told the driver, with the lightest beginnings
      of a grin on his face. Things were looking up.

      Then the taxi driver entered into the traffic, and Ben's spider-sense
      throbbed at a low rate as the cab weaved and sped over patches of
      slush and ice. Ben clamped down his eyes and struggled to not tear a
      door off and jump out. Surely, there had to be a safer way to travel.

      When Peter Parker was bitten by a radioactive spider, he gained great
      power; but when the naivety of youth resulted in the death of his
      beloved Uncle Ben, he learned that with great power, there must also
      come great responsibility. Now, with Peter Parker having accepted
      greater responsibilities, Ben Reilly, his clone, has claimed the
      title of the Amazing Spider-Man, to strive against evil however it
      might strike...
      Alternate Marvel Presents: The Amazing Spider-Man!

      The Amazing Spider-Man #472
      "The Solution is Stark"
      February 2007
      Guest-Starring Anthony Stark!
      Writer: John Flint
      Editor: Josh Greer
      Webchief: Liam Gibbs

      [Stark Tower.]

      Ben wiped the sweat from his brow, happy to have survived both the
      ride and the constant pain of his spider-sense warning him to remove
      himself from the speeding vehicle. He patted gently at his hair,
      hoping it looked okay, as he walked towards the door.

      He was stopped by a black and gray suit of armor, which looked over
      his documents and then called inside to verify that Ben Reilly was to
      meet someone today for an interview. For several minutes, High-Tech
      stood guard, waiting for confirmation or denial, while Ben stood
      beside him, optimistically waiting with his file under an arm.

      "Nothing personal," High-Tech said, feeling sorry for the wreck of a
      man before him, clothes ragged, hair disheveled, file no doubt out of
      order, face sweaty. Probably the kid's first real interview out of
      robot-building school. "We just have to take these precautions, lots
      of security risks these days. Saboteurs, that sort of thing."

      "I understand," Ben nodded, a tad too enthusiastically. "Have I been
      cleared yet?"

      High-Tech was silent for a moment, then conceded, "You're good. Good
      luck, Mr. Reilly."

      "Thanks," Ben smiled as he passed the armored guardian.

      Ben stopped, dead in his tracks, several steps inside, and turned
      back to look at High-Tech. Something was setting his spider-sense off
      to a low tingle. It wasn't just High-Tech's presence; he had stood
      right next to him for several minutes, and the buzz wasn't strong
      enough to indicate he was about to attack. So, what then?

      "Is there a problem, Mr. Reilly?"

      Ben snapped out of his momentary daze and replied, "No, I guess not.
      I'll just be going to my interview, now." He shook his head; first
      visual hallucinations, and now his spider-sense was misfiring? It
      must have just been nerves, the same way Peter once lost all his
      powers through a purely psychosomatic illness.

      Ben turned back around and walked up to the receptionist, to announce
      his presence. Meanwhile, invisible to all modern forms of detection,
      the Ghost followed him in, the end of his cape just barely making it
      inside before the glass door fell shut once more.

      Having made sure to not step in any snow, thereby making no tracks,
      and having spent hours every day practicing his slow-breathing
      techniques, the Ghost had passed High-Tech without the reformed super-
      villain having seen or heard a single suspect thing. The Ghost just
      hoped that whoever the poorly dressed man was wasn't some new psychic
      that Stark was bringing in to protect his firm.

      If that were the case, then the Ghost would just have to do something
      about that...


      The Black Tarantula sat in the dark room, the blinds hiding the
      sunlight of the outside world. He sat in the darkness, a brand new
      mask of the same design as his old one now worn over his face. He
      stared at the slide being projected on the far wall; a slide of
      Spider-Man in action. It was outdated, an image of Spider-Man in his
      old costume, taken while he helped Namor fight some sea-spawned

      "Guess he got the better of us," Ringmaster said, his voice a bit
      quivering, as he left the door open a crack behind him, "Beck isn't
      making any deals to charge us with any crimes just to reduce his
      sentence, but we should still make a statement with him, I say, so
      everyone knows not to betray--"

      "Do I look like a bearded woman?"

      The Ringmaster was silent for a moment and then replied, "I've never
      seen you without your mask on, so in all fairness, I wouldn't know--"

      "My point is that this is not a circus we're running," the Black
      Tarantula rose from his chair, "This is not the Circus of Crime,
      Ringmaster. You are not in charge here. I am. I am the one
      responsible for the Mafia Syndicate, now that the Big Man is no more,
      and I will not be led by a government informant who misses his past
      illegal activities."

      "I hardly think that's fair," the Ringmaster said, his voice fairly
      condescending, his eyes widening as he realized that the tone he took
      was unintentionally that which he saved for underlings, and added,
      meekly, "I had to get out of the Circus of Crime, my ulcer after run-
      in after run-in with super-heroes was killing me, but now that I'm on
      medication and my nervous condition is gone, I can resume my past

      "And yet, you do not return to any Circus," the Black Tarantula
      said, "not any literal circus, at least. My point is that I lead
      here, and I decide what we shall do or shall not do. Beck will not be
      harmed, not by the Mafia Syndicate. He has served his purpose, and
      what he does now is his own choice. He has nothing concrete to link
      us to anything. I do not fear Mysterio."

      "Served his purpose," Ringmaster reiterated, "you mean, brought
      Spider-Man for you to fight? That... didn't really seem to go to

      "It went precisely to plan," the Black Tarantula snapped, "I wanted
      to measure how powerful Spider-Man is. He is nothing; he is weak. I
      would have crushed him then and there, without any effort, if not for
      the tranquilizers I intentionally took beforehand, just to make
      things sporting."

      "Oh. Well, then."

      "Next time," the Black Tarantula vowed, "The Mafia Syndicate will
      show no mercy, and Spider-Man and I shall battle to the end!"

      [Stark Tower.]

      "So, as you can see," Ben prattled on, "I have highest
      recommendations from Dr. McCoy, and the late Dr. Trainer--"

      "Yes," Anthony Stark said, looking far from interested. His view kept
      deviating from Ben to the window beyond him. In his mind, he was far
      less concerned with the vagabond before him, as well recommended as
      he may be, as with his own problems. His assistant and friend, Happy
      Hogan, was presently being held without bail for wanton destruction
      in Chicago under the influence of cobalt rays, which had the
      unpleasant effect of transforming him into a marauding Freak.

      "Your papers are impeccably researched," Tony said, his mind shifting
      momentarily back to the interviewee at hand, "but I do have concerns.
      For one, there's the matter of your background. It was well-done, but
      eventually my people found that it had somehow been entered
      artificially into the appropriate computers only a few years ago.
      You'll agree, I imagine, that this sounds incredibly suspect.

      "As you no doubt noted from the guard at the door, High-Tech," Stark
      continued, "security is a very high priority here. It has to be; we
      accept some of the most top secret projects in the world. To let just
      anyone inside would be a terrible danger, a threat to the security of
      the entire free world.

      "I know you're smart enough, Hank's letter tells me that much. The
      question is whether or not you, a man with an artificial past, can be
      trusted with top-level security clearances. Can I trust you,
      Mr. 'Reilly?'"

      Spider-sense screaming at him, Ben let his instincts take over,
      hopping out of his chair and over the desk, tackling Tony Stark
      against the ground. As he did so, before Tony could react with the
      worst of assumptions, a bullet crashed against the reinforced glass
      window, scratching it without entirely piercing it.

      "You're under attack," Ben said to Tony, both laid out behind the
      long desk, "stay down!"

      The Ghost materialized, turning translucent as he stepped around the
      desk, a rather simple revolver in his hand. It seemed fitting, this
      way, that the world's leading inventor be killed by an antiquated
      weapon. "I've come to put an end to you, once and for all, Stark."

      "He won't be able to fire that gun as long as he's untouchable," Tony
      whispered to Ben, "the bullet would just pass through us! No doubt he
      wants to talk us to death before finishing us off..."

      "Glad to hear it," Ben said, then threw himself at the Ghost, who
      laughed as Ben went through him and crashed into the wall by the
      door. The Ghost turned his attention fully to Tony Stark, who
      remained dropped down on the floor of his office, unable to reach the
      phone or any secret security panels from his current position.

      "As soon as you can no longer see me," the Ghost said, holding his
      revolver firmly pointed between Stark's eyes, "you're dead."

      [Behind the door.]

      Ben slid back, quickly peeling away layers of clothing. He then
      pressed the button on his watch to activate his nanosuit, and it
      spread over him, fitting like a warm glove. Once more garbed as the
      Amazing Spider-Man, he hopped above the door, sticking to it for a
      brief half-second before bounding onto Tony Stark's desktop.

      "Good to see you again, Moon Knight," Spider-Man said, bowing to the
      gun-wielding Ghost, who immediately reacted to the distraction by
      reaiming his gun at the wall-crawler.

      "I'm not Moon Knight, I'm the Ghost," the villain corrected, "is it
      really so hard to get that? Do I have a crescent on my chest? Look!
      No crescent! No moon-ship! I'm the Ghost, dammit, the Ghost!"

      "Oh, right," Spider-Man said, scratching his mask, "I thought you
      were supposed to be a leather-clad biker with a flaming skull? Used
      to give me the creeps, that guy!"

      "That's Ghost Rider," the Ghost said, his gun fully trained on the
      Spider-Man, "and now I know you're mocking me. As soon as I turn
      invisible, you're a dead man. Then, your evil buddy down there,
      groveling where he should."

      "Righty-o," Spider-Man replied, shooting a ball of impact webbing
      from the one web-shooter he still had. He didn't expect it to work,
      but he didn't need the Ghost to know he knew, as he might then
      suspect that the interviewee he'd just encountered was also the
      webslinger. "Huh. Don't see that everyday."

      "You won't see another day, corporate swine," the Ghost declared,
      taking a step back as his glove manipulated a dial on his
      belt. "You'll be next, Stark, so pay attention! This is what your
      lackeys receive for following you! Death!"

      Suddenly, the Ghost disappeared. Immediately, commanded by his spider-
      sense at the same split-second, the Amazing Spider-Man leapt straight
      up into the air, dodging the bullet that thundered its emission into
      the room. Spider-Man tapped the ceiling with one hand, adjusting his
      angle of descent as he came back down, using his spider-sense to
      target the invisible but tangible Ghost.

      One swift kick dropped the Ghost, whom Tony Stark could hear grunting
      in pain. The gun clattered to the floor, dropped by the villain, and
      sparks rose around it as it became visible. "You can see me! But...
      how is that possible?"

      "Trade secret," Spider-Man replied, while the Ghost switched to
      intangibility and fled the room.

      "Don't try to follow me, Stark," the Ghost cried out, "I'll be gone
      before your thugs can catch me! No one can fade away quite like the

      Spider-Man took a step but was stopped as he felt Tony Stark grab his
      arm. "He's right; he's gone."

      "But, if we hurry, High-Tech can help us," Spider-Man suggested. Tony
      shook his head.

      "He won't use the front entrance, but he's already gone through a
      wall by now. His mission was a failure, now he's running home to plan
      his next move against me." Tony Stark stroked his goatee thoughtfully
      then said, "And if you're still interested, knowing the kinds of
      dangers you'll face daily, the job is yours, Mr. Reilly."

      "Please tell me I didn't forget to put my mask on," Spider-Man said,
      and then shook his new employer's hand.

      NEXT ISSUE: A new era begins!

      Morbius, the Living Vampire
      "Meet the Mechanimen!"
      February 2007
      Writer: John Flint
      Editor: Josh Greer
      Webmaster: Liam Gibbs

      Flying high over the Atlantic Ocean, the SHIELD Hellicarrier carried
      a number of unusual passengers. Two of them were members of SHIELD's
      prestigous Super-Soldiers Program, the Mimic and Moonraker. A third
      oddity, who crossed the pair's path in a hallway and caused them to
      stop and think whether or not he was an intruder, was the former
      scientist Michael Morbius. Long black hair contrasted sharply against
      moon-white skin. The Living Vampire passed the superhuman pair
      without a second thought, whilst they had to stop in their tracks and
      silently ask each other if he were a fellow agent, visitor, prisoner,
      or terrorist.

      Morbius showed an armed guard his security card, and the Super-
      Soldiers walked on. The guard stepped away from the door, and it slid
      open with a polite hiss as Morbius entered. Inside that room, with
      icicles dripping from the ceiling in the intense cold of the
      refrigeration unit, stood an immobile fourth oddity.

      The Hellicarrier was transporting the inert android form of the Bi-
      Beast, protector of Sky Island. This was a significantly crucial
      mission that they'd felt the need to call in even the pseudo-vampire;
      of course, the Bi-Beast had once taken over the entire Hellicarrier.
      Then again, as Morbius thought back, what super-villain hadn't, at
      some time or another, done precisely that?

      "How's he look?" Agent Carter Grant asked, looking in but not daring
      to step into the freezing cold of the room. He wore a suit, as usual,
      and kept his pipe firmly between his teeth.

      "Cold," Morbius replied, staring at the inactive android. From all
      he'd heard of its mental capacity, it seemed a shame to just send it
      from one storage facility to another. If only they could reprogram it
      to not hate humanity and crave revenge on the destruction of Sky
      Island, it could do so much. Perhaps even cure Morbius's condition...

      "Ha, ha, of course he does," Grant laughed, "come on back out, Mikey.
      We'll leave him be for awhile and grab ourselves some grub. Whatta
      you say?"

      "My dietary needs will frighten our co-workers," Morbius warned. "I
      dine alone."

      "Right, can't swallow blood in the cafeteria," Grant chuckled to
      himself. "Well, suit yourself, Mikey. I'll check in with you again in
      another hour."

      Morbius nodded, but Grant had already turned and was swiftly moving
      through the hall. Morbius stepped out of the frigid room, and heard
      the door clamp shut once more. The guard returned to his stance
      before the door, rifle in hand. "If I might be so inquisitive,"
      Morbius asked the guard, "what sort of gun is that you're carrying?"

      "The classified kind."

      "Ah, I understand," Morbius said, then walked away.


      "Sir Carruthers! Sir Carruthers!"

      Sir Nigel Carruthers slapped the short, fat man with the slick black
      mustache in the face, knocking him on his duff. "I told you to
      address me as Warlock Prime whilst I'm in this getup!"

      Warlock Prime was wearing his blue hooded robes. The man on his
      keister was one of his manservants, a bumbling fool by the name of
      Henry. Sir Nigel never thought to remember his last name, so Henry
      was his first, last, and middle name, so far as he was
      concerned. "Have They brought the subjects in yet?"

      "Yes, Sir Warlock Prime," Henry bowed gracelessly, and the warlock
      stepped into the next room, where half a dozen men and women stood,
      various of their limbs and parts replaced with mechanical
      equivalents. "The Mechanimen are arrived."

      Six other people stood behind the Mechanimen, assistants to members
      of They. Warlock Prime had only dealt with these underlings, never
      their masters; They apparently thought they were too good for him,
      but They also paid well enough that he wasn't about to go and ask too
      many questions.

      "They are ready," said one of the assistants, a tall, broad, blond
      man, "for their magical protection fields which you're being paid
      more than you deserve to construct, 'Warlock.'"

      Warlock Prime snorted at this. These minions didn't know their place;
      Sir Nigel was fine with admitting that he would never reach the
      levels of occult knowledge and power that Dr. Strange or Baron Mordo
      or even Brother Voodoo had attained. Still, what he did know would
      suffice to do the job, of that he was sure.

      "Stand ye back," Warlock Prime warned, trying to sound menacing and
      powerful. The assistants did as they were told, and Warlock Prime
      waved his hands about in the air, whispering ancient Latin verses of
      blasphemy, and arcane yellow symbols appeared in the air, burning
      their way to the chests of the six Mechanimen.

      "It is done." The air buzzed with an electric-like power, invisible
      but thick. The Mechanimen stood, emotionless. "Shall I teleport them
      to their destination now?"

      "Yes," the blond assistant said, and Warlock Prime waved his hands
      about in an erratic motion, screeching his Latin verses, again and
      again, until a whirlwind caught hold in the room, and the six
      disappeared within its eye.

      "Now, then, gentlemen," Warlock Prime smiled, sweat dripping from his
      brow, "about my payment?"

      [The Hellicarrier.]

      Morbius drank a packet of blood in peace, resigned to his own
      quarters. It was best this way; he didn't get along so well with most
      people. If he didn't scare them immediately, his blood-drinking
      certainly would do it.

      "The sun will be rising soon," Morbius said to himself, as he wiped a
      hand over his lips and then licked the blood off. "I shall need to
      rest while in human form, so that I'll be ready to act if needed in
      the night."

      Morbius dropped the emptied packet into the trashcan, and rolled into
      his bed. Carefully, he stiffened, his arms crossed over his chest as
      his eyes closed gently and his mind began to drift back, to the days
      before his lethal illness, to the days before his vampirism...

      He sat up stiff in bed as the red alert sounded. The base-ship was
      under attack! Morbius jumped out of bed and kicked open his room's
      door, proceeding to fly down the hallways to locate the source of
      attack and join them in battle before anything could happen to the Bi-
      Beast he was protecting.

      Turning a corner, Morbius was confronted by a large, hairless man,
      his chest and arms replaced with cybernetic substitutes. At the
      moment, he was tearing into two ordinary, human SHIELD agents,
      slaughtering them with his super-strong fists. Morbius leapt onto the
      man's back, pulling him and forcing him away from the two agents.
      They didn't rise up again; they would never do so, their blood
      painting the walls around them.

      "You kill in cold blood," Morbius proclaimed, as he sent the
      musclebound cyborg to the floor, twisting against him. The cyborg
      broke free and punched Morbius in the jaw, dropping him to the floor.

      "Ivan Drogov never feared man or mutant in his lifetime," the cyborg
      declared, standing up, "and now, the Mechaniman who has replaced him
      will be no different!"

      Morbius rose to his feet, rubbing a hand over his aching jaw, and
      hissed, hoping his sharp teeth might deter the Mechaniman from
      further battle.

      "A mutant? Ha! Ivan has slaughtered many a mutant in the ring!" Ivan
      Drogov hugged Morbius, squeezing with superhuman strength, crushing
      Morbius's insides.

      "Attention, attention," a loudspeaker proclaimed, "We are under
      attack! Repeat, we are under attack! Bullets do not penetrate their
      force-fields! Repeat, do not use bullets--"

      "Your comrades shall be crushed by the might of the Mechanimen," Ivan
      bragged as Morbius struggled to loosen his grip.

      Morbius gave no verbal reply; instead, he bent forward, teeth bared,
      and clamped down on Ivan's soft, human neck. Ivan screamed, and threw
      the vampire away. "You monster! That is uncivilized!"

      Morbius rolled, his back aching after striking the solid wall so
      hard. "You savage animal! It is my duty as a man to put you out of
      your misery!"

      Ivan Drogov hit Morbius's head several more times, softening him up.
      Nearly blacked out, Morbius struggled futilely, throwing erring
      punches that Ivan easily dodged. Ivan picked him up and slammed him
      back down into the floor. "You are done, little freak. Little
      monster. I throw you away."

      Ivan Drogov picked Morbius up by the back of his neck and carried him
      down the hall, still struggling against unconsciousness. Opening up a
      window hatch, Ivan hurled Morbius out of the Hellicarrier, then shut
      the hatch after him.

      Morbius fell through the sky by the Hellicarrier, fighting to stay
      conscious, with the sun soon to rise and return him to his human form.

      [To be continued...]
    • Flint
      Spider-Man dropped down from the ceiling, tired after a full day of work at Stark Solutions and an evening of webslinging. He had worked on the Sub-Mariner
      Message 2 of 21 , Apr 7 1:54 PM
        Spider-Man dropped down from the ceiling, tired after a full day of
        work at Stark Solutions and an evening of webslinging. He had worked
        on the Sub-Mariner study all day, and kept developing theories even
        while fighting off the Scorpion with the White Tiger's aid. (1)

        With the press of a hidden button on his wrist, the dark crimson-and-
        blue costume shifted and was sucked into his watch. It was still
        weird to get used to the new nanosuit, but it had been helpful in
        adjusting to the life of the friendly neighborhood webspinner once
        more. Ben Reilly felt as though his power level was returning to
        normal now that he was regularly engaged by the likes of the Black
        Tarantula and the Jack O'Lantern again. While he had been dealing
        with power fluctuations before, his strength and stamina were
        rebuilding through constant exercise, and his ability to stick to
        walls and spider-sense were guaranteed successes once more.

        He probably didn't even need the suit anymore, with its power
        amplification, but it didn't hurt. As long as his training wheels
        suit didn't come to life and try to kill anyone like other costumes
        had done for Peter in the past.

        Ben slipped into bed and set his alarm to wake him in the morning. He
        had another full day of work tomorrow.

        He quickly fell asleep, a very deep sleep.

        When he awoke, it was to his spider-sense blaring to the tune of a
        five-alarm fire. Ben opened his eyes, searching for the threat whose
        presence exploded throughout his brain, but saw nothing. No direction
        seemed safe, and so his instincts refused to take over and direct him
        as to where to go. Everywhere was danger, according to his mysterious

        Then, his body exploded with pain sensations as his head already was
        doing. He fell out of bed, shaking arms raised to his face in an
        attempt to shut out the terrible sensations his every nerve was
        reporting to his brain. Whoever was attacking him was doing a
        marvelous job of it, and Ben struggled to maintain enough conscious
        thought to figure out who it could be; the biggest foe he'd faced
        since his return had been the Black Tarantula, and he didn't know
        Spider-Man's true identity and lacked the power for this sort of

        Someone who knew his identity... someone with psychic abilities?
        Perhaps it was a psionic attack? Maybe Xavier had become Onslaught
        again and was striking out at the heroes preemptively?

        No, it had to be something else, Ben thought... before passing out
        from the pain.

        When Peter Parker was bitten by a radioactive spider, he gained great
        power; but when the naivety of youth resulted in the death of his
        beloved Uncle Ben, he learned that with great power, there must also
        come great responsibility. Now, with Peter Parker having accepted
        greater responsibilities, Ben Reilly, his clone, has claimed the
        title of the Amazing Spider-Man, to strive against evil however it
        might strike...
        Alternate Marvel Presents: The Amazing Spider-Man!

        The Amazing Spider-Man #473
        March 2007
        Writer: John Flint
        Editor: Josh Greer
        Webmaster: Liam Gibbs

        [An early morning hour.]

        The Black Tarantula stood at the end of a long, dark table, hands
        behind his back, calmly and quietly awaiting his lieutenants'
        reports. Men and women sat along the sides of the long table, both
        those who were publicly known to be super-villains and those who were
        unknown to the general populace or considered to be merely shady
        businessmen with questionable ethical practices.

        The Jack O'Lantern on Tarantula's left hand side spoke first. "We
        heisted millions in diamonds and gold last night," Jack said, "that
        secret midnight shipment we were told about was on the money. It'll
        be in the morning papers, though, so I should lay low for a few
        nights, let some of the other boys build up their reps while I work
        on staging the next big theft."

        The Black Tarantula nodded silently in agreement.

        The Ringmaster, on the Tarantula's right hand side, spoke next. "As
        you requested, I've hypnotized the police in narcotics who were
        sniffing around and about to expose the dirty cops who helped us in
        our drug trafficking. They won't be bothering us again, and since we
        didn't have to bump them off, no one will ever think anything of it,
        except that they found nothing in their investigations. We should be
        free and clear to sell our drugs in New York for some time to come."

        The Black Tarantula also nodded to this.

        Tombstone reported next. "My line of business is going as well as
        everybody else's. I've infiltrated the Maggia and gained their trust.
        I report directly to Hammerhead, who likes to think of himself as one
        of the East Coast heads of the organization." Tombstone laughed at
        this idea. "Poor sap, but he lets me get away with taking some of
        their critical files. I've got another batch for you, including some
        files on the Assassin's Game and some hero-spy ring called The Order."

        The Black Tarantula nodded to this as well.

        He continued to listen as his men listed off their weekly activities,
        almost all of which went smoothly. A few had trouble with local
        vigilantes, but nothing of any consequence. The Tarantula focused his
        thoughts on a bad feeling he couldn't shake; something big, something
        bad, was coming down. He didn't know what, but he knew it would spell
        trouble for the Mafia Syndicate.

        And it involved Spider-Man, somehow, as weak as he had proved to be.
        Somehow, he would bring ruin to the Mafia Syndicate. The Black
        Tarantula cursed himself for toying with the bug, and swore he would
        stop playing games and finish him off before his bad precognition
        could come to fruition.


        Ben woke again, semi-delirious, and crawled to the bathroom, feeling
        as though he was about to explode or fall apart. One hand at a time,
        he slowly brought himself up the wall with his adhesive fingertips,
        until he was standing level with the sink's mirror.

        He opened his eyes, and saw his skin cracking and almost visibly
        shifting. He looked away, at his shaking hands, and they too seemed
        to be undergoing some transformation, as though they had destabilized
        and were now falling apart. He returned his gaze to his own face, his
        own faltering, falling apart face, and thought of Kaine.

        As a clone, the possibility of cellular degeneration was ever
        present. He thought that the danger was in the past after an eventful
        meeting with the High Evolutionary. (2) He thought himself cured,
        though the procedure that saved him also robbed him of most of his
        super-powers. He should have known; with his spider-powers returning
        nearly to full power, it was only a matter of time before his cure
        would also fall apart, and he would return to the nonexistence he had
        before the Jackal had given him artificial life...

        "I can't die," Ben said to his ugly, warped face in the mirror, "Not
        now. Peter needs me--he needs me to be Spider-Man. If I'm not around
        anymore, he'll feel responsible again and put the entire life he's
        put together in jeopardy. I can't... I won't let him throw that

        Ben began to sink once more, under the depths of darkness. The pain
        was consuming him again, and he wondered if he would be able to keep
        fighting for long, or if the degeneration would go beyond any help
        and he would perish. He collapsed to the floor, which felt sticky. He
        didn't know if he was bleeding or if his powers were running rampant,
        so that he now adhered to everything. Maybe it was both, or neither.

        His hands went numb as something seemed to pierce his wrists, pushing
        through them and out.

        "Won't die," Ben promised himself in a whisper before passing out


        One older man watched as Ben Reilly collapsed in his bathroom. It had
        been easier when he was in his bedroom; the man had to use binoculars
        and find a narrow angle to see in through the bathroom window. The
        repositioning had taken several minutes to perfect.

        "I almost pity the poor boy," The older man said as he saw Ben's
        seizuring body cracking up. "He isn't through with the worst of it

        The man's name was Ezekiel and he was crouching on the side of the
        building just across the street from Ben Reilly's apartment complex.
        He kept himself fixed by the balls of his feet, which clung to the
        vertical side of the building as though it were the horizontal ground.

        He had some idea of just what Ben Reilly was currently going through.
        He had suffered through it himself, not so long ago. He wasn't sure
        how many other beings ever reached this point, or how, or why. All he
        knew was the great pain it brought, pain which, while now long gone,
        still seemed fresh in his memory. It was a mental scar which would
        never be forgotten.

        Ezekiel's belt vibrated, and he removed his cell phone and turned off
        the alarm. It was time to return to work. Ben would have to wait;
        Ezekiel had a feeling he would get through this. The fact he wasn't
        already a pile of ash meant he had a fighting chance.

        Leaping from the building, Ezekiel fell several storeys before firing
        a line of white webbing from a wrist, which caught the side of
        another tall building. The old man proceeded to websling across town,
        towards his workplace, whilst the real Spider-Man was oblivious in
        his humble abode.

        Any onlookers simply assumed it was Spider-Man out of costume; he
        went by too quickly to be identified and no one looked long or hard
        enough to notice his snow white hair or wrinkled skin. All they saw
        was a human figure on a web, and they saw that high above, for a
        second or two, before he was gone.

        [Noon. Stark Tower.]

        Anthony Stark called Ben Reilly's home phone number, now worried
        about the man. In the short time he'd been an employee of Stark
        Solutions, it was already apparent that he wasn't one to just quit
        showing up for work without leaving a message. Now that Stark knew
        his double identity, he even called in to let Stark know he'd be a
        few minutes late when he encountered a bank robbery in progress on
        his way to work.

        The fact that nobody knew where he was worried Stark; given that he
        was Spider-Man, it was entirely possible that he was in the clutches
        of Dr. Doom or sinking to the bottom of the river or any other morbid
        possibility. And Tony Stark didn't care to think such maddening
        thoughts about his employees; he greatly preferred to know that they
        were safe or at least in trouble that they could handle and get out

        "Maybe Iron Man should give him a visit," Tony thought to himself.

        [Early afternoon.]

        Ben Reilly looked down and found he was wearing the Scarlet Spider
        costume once more. He spun around, and found Spider-Man, Kaine,
        Spidercide, and the Jackal all around him. "What're you doing with
        them, Peter?"

        Kaine's stomach began to bleed, and Ben remembered that he was dead,
        killed by Carnage. Spidercide had been killed by Kaine earlier. (3)
        The Jackal had been dead already. "Oh, a dream, I get it. I'm in a
        dream, or a hallucination. Who am I fighting this time?"

        "No one," Spider-Man said, walking up to Ben, "You've got to distance
        yourself from us, Ben. You may have started out life as my clone, but
        you're about to become something... else. You'll have to find your
        own path instead of relying on mine. You'll have to become your own

        "Care to be a bit more specific? What exactly do you mean?" Ben
        asked, but it seemed as though Peter and the rest were all getting
        further and further away, until Ben could no longer make out which
        darkened figure was which. He looked down again, and found that he
        was no longer in the Scarlet Spider costume.

        He was dressed as Spider-Man, in his traditional red-and-blue
        costume. "How am I supposed to distance myself when I'm wearing his

        Ben asked, then woke up. He found himself on the mat in his bathroom,
        drool in a puddle around his mouth. "Ugh," he said, as he rubbed his
        still aching head, the reverberations of the internal attack still
        echoing in his brain. He looked down at his watch, which he had
        apparently smashed in his thrashing about, and now fell off his
        wrist, a pile of inert mechanisms. The invisible nanites which
        composed the suit bled out all over the floor, forever inert.

        "Guess I'll need a new costume," Ben shrugged still aching shoulders.
        He turned to the mirror and stopped dead, unable to comprehend what
        he was looking at.

        His face was no longer cracking and ugly, but it also was no longer
        what it had been before. He no longer looked exactly like Peter
        Parker--like a relative, a brother or cousin, perhaps, but not an
        identical twin. He appeared to be his own man, now.


        Ben raised an eyebrow at the noise and looked down, expecting to see
        a webstrand flowing from the wall to his webshooter on his wrist. He
        was wearing no webshooters, however; the webline followed into his
        wrist, coming from a small spinerette. "Oh," Ben said to himself,
        loudly. "Oh."

        [To be continued...]

        1. See Spectacular Spider-Man #10.
        2. In an as-yet untold tale that occurred prior to Ben's work in
        Generation X.
        3. Both murders took place during Kaine's Quest.

        Morbius, the Living Vampire
        "The Living Vampire Strikes!"
        March 2007
        Writer: John Flint
        Webmaster: Liam Gibbs

        [Over the Atlantic Ocean.]

        Morbius saw the waves of the ocean approaching, as he fell closer and
        closer to them. Dawn was impending, and upon his transformation back
        into mortal Michael Morbius, he would surely drown in the cold
        waters. Fear captured him for but a moment, and then the years of
        life as a pseudo-vampire took hold, and the Living Vampire spread
        wide his arms and legs and glided on the terrific winds.

        The wind pushed him up and closer to the Hellicarrier which was
        almost hovering in midair, its momentum stalled as it fell under
        attack from a mere six Mechanimen, cyborgs protected via sorcery from
        mundane weapons. Morbius himself had been hurled from the
        Hellicarrier by one such Mechaniman, and he was ready for a rematch.

        Morbius swooped back inside, via the same hatch he'd been thrown
        from, and swiftly shut it tight to avoid anyone else suffering the
        same misfortune. "Oh, no," he whispered to himself, as dawn's first
        rays shined in through the window hatch, and he felt his metabolism
        undertake a bloodcurdling change. "Not yet!"

        Whilst the Living Vampire shook, his meager form warming, softening,
        a hand took to his shoulder, squeezing firmly. Michael Morbius looked
        up, half expecting to find one of the Mechanimen ready to pound him
        into paste.

        Instead, it was Agent Carter Grant. He still wore his suit, though it
        was now stained with blood. The sight of the blood made human Dr.
        Morbius sick to his stomach with the memory of the macabre thirst he
        experienced nightly. "Ill-prepared, weren't they, Mikey?" He asked,
        between puffs on his pipe, "six Mechanimen against a Hellicarrier
        full of SHIELD agents and Super-Soldiers? I mean, really, what did
        they expect?"

        "We beat them?" Michael asked, holding his throat and fighting the
        urge to vomit.

        "Of course we did," Carter laughed, "We're interrogating them now.
        We'll learn why they came here, and how."

        "Then I can go?"

        "By all means," Carter said, "get some shut-eye, old boy, we may need
        you tonight."

        Dr. Morbius slumped off to his quarters, then rolled into bed and
        slept, his dreams filled with nightmares.

        [Later, somewhere in England.]

        "The Mechanimen failed," the representatives of They announced, in
        the spacious living room of Sir Nigel Carruthers' country estate.

        "Not because of my spells," Warlock Prime responded, "I did exactly
        as you asked, to the letter! The only reason they failed is because
        you sent too few against too many! Nothing could have--"

        "Our master's magic could have," one blond man in a suit said before
        pushing up his glasses, "unfortunately, he dares not use it himself,
        else his hand will stand revealed for all to see."

        "His magic is that distinctive, that powerful?" Warlock Prime asked,
        curious as to just who the true master of They could be. Dormammu?
        Mephisto? Nightmare? "I have been working on a few new spells,
        perhaps I could--"

        "You will," a woman with auburn hair stepped forward, handing Warlock
        Prime a scroll on which was written his next assignment. "You have
        been invited into They, so long as you pass the initiation described

        Warlock Prime's eyes visibly scrolled along the parchment as he read
        his mission. He wasn't confident in his own abilities; prior to last
        evening, his only run-in with the Marvels, as the Americans had taken
        to calling them lately, was when he'd summoned up the Abomination to
        destroy the Silver Surfer for him, a spell that went horribly wrong
        and could have easily cost him his life. (1) In the years since, he
        had studied long, hard hours, gathering more and more mystical might.

        "I accept," Warlock Prime declared, as the scroll suddenly erupted
        into flames in his hands. He yipped as he instinctively dropped it to
        the floor, where it evaporated into nothingness.

        "See that you do not fail They," the representatives said before


        The SHIELD Hellicarrier hovered over the busy city, whilst Moonraker
        oversaw the transportation of several oddities into a secret SHIELD
        warehouse. These items were of a high enough priority that, after
        intercepting a transmission between members of an unknown
        organization called They, they had to be removed for fear of an
        attack on the base wherein they had been held.

        "Careful with that," Moonraker scolded, pleased with himself that he
        had gotten into such a position of power in the organization. He was
        in plainclothes, as the SHIELD agents working on this project
        appeared to be a shipping company, hauling many great boxes into an
        old warehouse. "This is the last shipment of the day; I know I've
        been working you boys hard, but you won't mind the overtime when
        payday comes."

        A mist crept in, and Moonraker eyed it suspiciously. The Mechanimen
        had proved to be in the service of They, the same shadow organization
        that wanted these crates. The Mechanimen had magic applied to their
        bodies, and Moonraker remembered something about command of nature in
        magic. If this was no ordinary fog...

        The mist materialized into the form of a thin, pale man. "I have a
        bad feeling about this," he warned.

        "Well," Moonraker came up to him and growled under his breath, "maybe
        if you wouldn't come here, breaking cover..."

        "I," Morbius began, before something exploded within his mind, and
        his vision was filled with unimaginable colors and horrific sounds.
        He grabbed at his head, snarling, pushing away at the dark thoughts.
        Moonraker backed away in fear, motioning for the SHIELD agents to
        hurry up with their work.

        "Morbius," Moonraker said, "are you...?"

        Morbius looked up at the super-hero with blood-red eyes. He bared his
        fangs, hissing, his fingers curling up slowly into fists at his
        sides. The Living Vampire's muscles began to flex involuntarily, as
        his conscious mind battled the dark urges within. He could no longer
        see or hear what was going on, his mind filled with hallucinatory

        A blue-robed figure stood in the shadows, pleased with the scene. All
        was going precisely to his plans. The Living Vampire was under his
        control now.

        "Stay back," Moonraker warned, voice shaking as he rolled up his
        sleeves, "don't make me hurt you."

        The Living Vampire leaped, clutching the Super-Soldier by the neck.

        [To be continued...]

        1. See Silver Surfer, Volume 1, #12.
      • Flint
        This ain t right! Death Shield shouted as he hurled his namesake, a razor-tipped titanium alloy shield, at the bouncing figure before him. Somehow the man in
        Message 3 of 21 , May 26, 2007
          "This ain't right!" Death Shield shouted as he hurled his namesake, a
          razor-tipped titanium alloy shield, at the bouncing figure before
          him. Somehow the man in the red and blue costume dodged it perfectly,
          and the shield slammed into the wall, stuck in place.

          "Yeah, I think you need some more practice with that thing," Spider-
          Man replied, bouncing over a table and kicking Death Shield in the
          face. "It's supposed to return to you, like a boomerang."

          Death Shield stumbled back, the kick lighter than he'd expected.
          Spider-Man wasn't sure how much to pull his punches; he wasn't used
          to dealing with this villain and he wasn't sure just how strong he
          was yet. "I'm actually kind of busy right now, so if you could just
          surrender and save us both the effort, I'd--"

          "Surrender?" Death Shield growled, "This was supposed to be an easy
          gig, just hold up the bank, get the money, and go! I wasn't even
          going to reveal my costume until you had to show up!"

          "And if you hadn't tripped that alarm, I wouldn't be here now!"
          Spider-Man said, socking Death Shield in the jaw, knocking him off-
          balance. Spider-Man ducked a sloppy lunge and sliced his feet through
          Death Shield's legs, knocking the former Taskmaster student
          down. "You've only got yourself to blame, Cap'n Sloppy."

          "Ugh," Death Shield said, either to his landing or the
          nickname. "Only one of us is gettin' out of here in one piece, bug,
          and it isn't gonna be me!"

          Spider-Man sat beside him, quickly leaning back to avoid another
          sloppy punch. "Okay, wait... what? Did you just admit you're losing?"

          "Huh? No, I meant--" Death Shield began as Spider-Man webbed him to
          the floor. Death Shield struggled in vain, but the new organic
          webbing was apparently just as strong as the old synthetic stuff.

          Death Shield sniffed. "Man, this junk reeks."

          Spider-Man shrugged, embarrassed, and leapt towards the open window,
          through which he shot a line of webbing and returned on his path to
          work at Stark Solutions.

          When Peter Parker was bitten by a radioactive spider, he gained great
          power; but when the naivety of youth resulted in the death of his
          beloved Uncle Ben, he learned that with great power, there must also
          come great responsibility. Now, with Peter Parker having accepted
          greater responsibilities, Ben Reilly, his clone, has claimed the
          title of the Amazing Spider-Man, to strive against evil however it
          might strike...
          Alternate Marvel Presents: The Amazing Spider-Man!

          The Amazing Spider-Man #474
          "The New Sinister Syndicate Strikes!"
          May 2007
          Writer: John Flint
          Editor: Dean Conley
          Webmaster: Liam Gibbs

          [Stark Tower.]

          High Tech was looking over the latest security reports when he heard
          a tapping at the window behind him. He turned, to find Spider-Man
          hanging upside down outside the tower, in his classic costume. High
          Tech pressed a button at his desk and the window slid open.

          "Nice to see you're back to the old duds," High Tech said as Spider-
          Man entered. "The new outfit was kind of weird."

          "Yeah, thanks," Spider-Man replied, "Is Tony in? I need to talk to
          him about some stuff."

          "I was just about to talk with Mr. Carr about his brother," Tony
          Stark said as he stood in the doorway. "Stark Solutions thanks you
          for your assistance on that case." (1)

          High Tech assumed that Spider-Man must have been in the tower for
          some special case he was working on with Mr. Stark, and that was why
          he was here again now. "Come with me to my office," Tony said, and
          Spider-Man followed him.

          "I was beginning to worry," Tony said as they walked down the
          hall, "You didn't so much as call, and I hadn't heard anything on the
          news. Even the Bugle was strangely silent about you yesterday."

          "Probably too busy writing about their golden preacher," (2) Spider-
          Man replied as they stepped into Tony Stark's office. Tony Stark
          closed the door behind him. "Anyway, sorry about that. I... underwent
          some sort of transformation. I'm still not entirely sure how it
          happened or what it means."

          Tony sat on his desk and crossed his arms. "Well, what kind of

          "I thought it was cellular degeneration at first," Spider-Man
          explained, "like my clone body was going to finally fall apart, but
          instead it... shifted... in some way, changing me into... someone

          Spider-Man removed a glove and shot a web at Tony's desk. "I don't
          need web-shooters anymore, for one thing."

          He then removed his mask, and Tony's eyes widened a bit as he looked
          upon an entirely new face. It looked similar to the one Ben Reilly
          had before, except it was not quite right. It was as though he was a
          sibling or cousin to the man he had been.

          "And then there's that," Ben said, mask in hand. "What do you think?"

          [Elsewhere in the city.]

          The Black Tarantula stood before his assembly of super-villains,
          looking each over from head to foot, sizing up their assets and
          weaknesses. "I have assembled this strike force for one particular
          reason," he began.

          The super-villains stood at attention, listening with focus. Jack
          O'Lantern and the Ringmaster had been working under the Black
          Tarantula in the Mafia Syndicate for some time now, so they knew what
          to expect. The Rhino and Constrictor, however, were new recruits;
          they were on loan to the Syndicate from Agency X, and word was that
          it cost the Tarantula a good sum of money to pay the Rhino's way out
          of prison. (3)

          "I expect you to be able to perform your duties without incident,"
          Tarantula said, looking specifically at the Rhino and Constrictor,
          who were unhappy with each other to say the least, "and you will be
          rewarded handsomely. The task is a simple one: we shall utterly
          destroy Spider-Man."

          The Rhino laughed, while Ringmaster looked as though he'd taken a
          shot to the gonads, the Constrictor continued to listen as though
          nothing out of the ordinary had been said. Jack O'Lantern's visage
          was obscured by the flaming pumpkin helmet he wore, but he shifted
          his stance uncomfortably at the thought.

          "Other strike forces such as ours have failed in the past," Tarantula
          continued, "because they were poorly organized, and its members could
          not quit clashing long enough to kill him! Put your egos aside for
          this one mission, and you will all, all of you, be among the most
          infamous members of the underworld."

          "And we'll get major points in the Assassin's Game," Jack O'Lantern
          added as an aside. (4)

          Constrictor said, "You paid me to do this job, I'll do it. But you
          know my rate; it doubles if my mission specifically involves dealing
          with a Marvel."

          "Fair enough," Black Tarantula agreed, "Is everyone ready, then?"

          Ringmaster scratched the back of his head, while the Rhino snorted.
          Constrictor said, "I'm ready," and Jack O'Lantern nodded his flaming

          The Black Tarantula's face underneath his mask was emotionless.
          Spider-Man had been weak when last they tangled, but the Tarantula
          had bad omens about the wall-crawler. Somehow, he could bring the
          Mafia Syndicate down. If he wasn't removed from the playing field
          soon, he would surely do just that.

          [Stark Tower.]

          "Well?" Spider-Man asked, hanging from the ceiling of Tony Stark's
          office. "How'd I do? Pass? Fail?"

          "You're healthy," Tony replied, closing the door behind
          him, "amazingly healthy. Your cells have certainly mutated, though
          without a sample of how they were originally, and how they would have
          been without the original transformation of your body, I can't
          rightly say how much. It does appear that you... somehow, you have
          spider DNA interwoven in your own human DNA. It shouldn't be
          possible, not in the least, but that's what I've found."

          "You don't think it'll change again, do you?" Spider-Man
          asked, "Worse than before...?"

          "It seems to have stabilized, whatever it was that acted as catalyst
          for the change," Tony said, sitting at his desk. "I don't anticipate
          any further problems, though I do think you should go home and rest
          for the next few days. The effects of the transformation on your body
          have been so thorough that you have to rest and let yourself heal
          before you can go back to active duty as--"

          "Sir," HOMER interrupted, "I hate to bother you while in conference,
          but I thought you may want to know that a group of villains calling
          themselves the Sinister Syndicate are taking hostages in the Daily
          Bugle and demanding Spider-Man come at once and give himself up.
          Considering that Spider-Man is in your office, I thought it best to
          inform you--"

          Spider-Man dropped from the ceiling, wobbling for a moment on the
          landing, and then hopped out the open window. Tony Stark watched him
          go, until he was out of sight.

          "He isn't really well enough to go into battle with a group of super-
          villains," Tony said, "he's still too shaky from the change. I don't
          want to get into another man's affairs, but I can't just let him go
          off like that..."

          Tony Stark reached into his desk drawer and pulled out a tiny Iron
          Man armor. He took a small straw to his mouth and blew, shooting a
          dust over the red and gold armor. He then set the armor on the floor,
          as it began to rapidly expand, until it was large as a man.

          "HOMER," Tony said as he rose from his chair, "Cancel my afternoon

          [To be continued...]

          1. See Spectacular Spider-Man #11.
          2. See Josh Greer's Thundersword.
          3. He was caught after his team-up with the Constrictor in AltMarvel
          Team-Up #23.
          4. Yes, it's still going on.

          Morbius, the Living Vampire
          "They Stand Revealed!"
          March 2007
          Writer: John Flint
          Webmaster: Liam Gibbs

          [London, England.]

          Morbius threw himself forward, hands clasped around Moonraker's neck,
          hurling them both forward to the ground. Moonraker gasped for air,
          struggling against his stronger, more feral foe, shocked by the
          suddenness and savagery of the attack. Finally, fearing for his life
          as his world darkened and his skin purpled, Moonraker fired a blast
          of corporant flame at the Living Vampire's face, searing him.

          Automatically, Morbius released the Super-Soldier and fell back,
          snarling and smacking at the magical flames burning his moon-white
          face. Moonraker took the opportunity to return to his feet and
          motioned at the other SHIELD agents present, posing as movers, to get
          the last great crate into the old warehouse and quickly.

          Once it was within, it would be sent down a massive elevator shaft to
          an office below the Thames itself, in a shelter that even the atomic
          bomb wouldn't be able to penetrate. Once it was within, that was.

          Moonraker looked on in horror as his fellows were zapped in the backs
          with fire-like rays of supernatural force. They fell, two at a time,
          turning to smoking skeletons by the time they'd hit the ground. All
          were dead in a matter of moments, while Moonraker spun to see Morbius
          still reeling from the flames in his face.

          A blue-robed figure strode forward. "You won't ruin me," Warlock
          Prime warned, smoke rising from his fists. He'd spent all of his own
          energy in the death blasts, but he still had his mental mastery over
          the Living Vampire, who was clearing up from the pain now.

          "Kill him," Warlock Prime commanded, pointing at Moonraker, and the
          Living Vampire hurled himself at the Super-Soldier once more. Warlock
          Prime walked up to the massive crate, several feet taller than he was.

          "Hey, stop it," Moonraker cried out, punching and kicking at Morbius
          to no effect as the Living Vampire continued to rampage against him,
          swiping and grabbing at him. "Cut it out!"

          Warlock Prime, meanwhile, held a hand on the great crate while
          quietly reciting ancient verses. He still had to recite such lines to
          enact such a powerful spell; in time, and with great study and
          practice, he hoped that this would no longer be so. Until then, he
          finished up the lines and watched a swirling vortex form all around
          him, a portal which he could mentally control for another few seconds
          before it would dissipate, his mental power not enough to maintain
          such a feat for long.

          Warlock Prime and the SHIELD property disappeared into the night,
          while Moonraker kicked Morbius across the street. Morbius howled like
          a demon, and Moonraker charged up for another blast of corporant
          fire. "Whuh?" Morbius said, wiping at his eyes as his vision began to
          clear up.

          "Traitor!" Moonraker exclaimed as he punched Morbius in the face,
          rage overcoming fear in the Super-Soldier's mind. It was because of
          his momentary fear that the warlock had gotten in and stolen

          Morbius dropped to one knee, still reeling from the hallucinations
          he'd been experiencing moments before, while his body was operating
          mindlessly at the command of Warlock Prime. "Wait, I--"

          Moonraker kicked him in the head, the back of which rebounded against
          the solid wall of the building behind him. Morbius fell, totally
          exhausted from several minutes' futile fight with his living

          [In the country.]

          On the Carruthers' Estate, a great crate appeared beside Sir Nigel
          himself, his grin beaming from ear to ear. "I did it!" He
          exclaimed, "I defeated SHIELD!"

          "Very good, Sir," the blond man, a representative of They, replied
          emotionlessly, "Now, if you'll just step through here."

          The auburn-haired woman pressed a series of buttons on the electronic
          pad in her hand, and the wall seemed to practically explode as a boom
          sounded, a portal activated of some science or magic previously
          unknown to Warlock Prime. A massive beast of a man with a full mane
          of brown hair and angry red eyes, stepped out of the portal. He had
          an axe in his right hand.

          "I will carry that," He said, indicating the mighty crate, "you," he
          looked at Warlock Prime with disdain, practically spitting the word
          at him, "will follow."

          With his free hand, the gladiator grabbed at the crate and dragged it
          across the floor, into the blinding white cone of the portal.

          "Who's he?" Warlock Prime asked.

          "Mongu is the world's mightiest warrior," the auburn-haired woman
          said, her eyes sparkling, "and the master's personal guard. It is
          said that he has been loyal to our lord since long before there even
          was a They."

          "Silence," the blond man snapped at her, "Sir Nigel will learn what
          he will learn, when our lord wills it."

          The trio followed after Mongu into the portal, which closed up behind

          [SHIELD Hellicarrier.]

          "It would seem that it was only temporary," Agent Carter Grant said,
          as Morbius returned to the land of the living. "Hm. It does appear
          that Mikey is waking up. You've caused us a bit of trouble here,

          "Wh-what?" Morbius felt dry, his head spinning, his throat full of
          sand. He was bound in place, with lights blinding him.

          "You were possessed for a few minutes tonight, it would seem," Agent
          Grant continued, puffing on his pipe, "by someone whose exact magical
          signature is unknown to us. Someone very minor, no doubt, though he
          or she has been studying a great deal and has chosen now to step into
          the limelight with us. Very foolish of them, if you ask me. No doubt
          someone in the service of They."

          "Is Moonraker?"

          "He's alive. Don't worry, you didn't kill anyone, though the sorcerer
          who controlled you killed several of our men," Grant shrugged his
          shoulders, "just young kids, easily replaceable, so no big deal
          there. However, what they did get ahold of... well... it could prove

          "What? Why is that?"

          "Because... they stole the Bi-Beast."


          Warlock Prime stood in the darkened castle of They, looking around at
          the high walls and the lifeless armors of long-dead knights standing
          near the walls. He heard a great cracking, and spun to see Mongu
          smashing open the crate.

          "Ah, good! He is in perfect working condition," A man on a throne
          laughed, stroking his carefully clipped goatee. He wore a green and
          orange magician's costume, complete with tiny stars and moons on the
          cape. It would have been utterly ridiculous if it weren't for his
          loyal servant, Mongu, smashing through the crate with obviously
          superhuman strength. No one would have dared to laugh for fear of

          "Who are you?" Warlock Prime asked, bowing before his new lord. "You
          are the master of They?"

          "They is one of several terms, to confuse and bewilder our enemies,"
          the magician on the throne revealed, "I myself have acquired many
          names over the years; Merlin, the Warlock; I presently prefer Maha
          Yogi. Now that you are a member of They, you may be told its true

          Mongu smashed through the last layer, revealing the inert orange form
          of the mighty Bi-Beast android. With a blast of mental force from the
          master, the Bi-Beast awoke, smashing the rest of his bonds like so
          much paper.

          "We have been revived, Skull-brother," the top head spoke.

          "But to whom do we owe our return?" Asked the lower head.

          "You owe it to the Maha Yogi," their new master declared, rising from
          his throne, "and Sirius."

          [To be continued...]
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