All characters appearing in Spider-Man are copyrighted to Marvel Entertainment and Stan Lee. No infringement of these copyrights is intended, and is not authorized by the copyright holder. All original characters are the property of TVfan.

Note: this story is a sequel to my "A New Life" story, and begins a few days after it.

All the King's Men

By TVfan

Chapter 1: There Can Only Be One King… pin

Midtown High

"He said I have amnesia," Flash said in a frustrated voice, "Right to my face."

Peter quietly ate his lunch while Flash ranted and raved over his recent run in with Spider-Man. He was beginning to slowly run out of ideas with which he could use to get Flash to admit there was a problem.

"So you don't believe him?" Peter asked.

"If course I don't believe him," Flash answered quickly, "I'd know if I had amnesia or not."

"Actually, when most people get amnesia, they don't know it," Peter explained, "It's how the 'disease' works. It's a loss of memory. The person can't remember things that he's experienced and others who know him are likely to be the ones that spot it."

"What about those shows on TV where a character gets amnesia and then says, 'I know I should know you, but I don't'?" Flash asked.

"First off, half of those shows are stupid and the other half are soap operas, and there is some blending of the two," Peter answered, "Second, I'd think that in those cases the amnesia is not full fledged amnesia. A person who truly has amnesia is not likely to even suspect that he knows someone that he has forgotten because of the amnesia."

"Do you agree with Spider-Man then?" Flash asked in a voice that hinted at some anger and some curiosity, "That I have amnesia?"

Peter sighed and looked down at his lunch. He knew Flash had amnesia, but his attempt to come out and tell him that as Spider-Man had backfired and Flash was quite upset about it. Yet at the same time, Peter's conscience couldn't let him let Flash think that he was perfectly healthy.

"You want my honest answer?" Peter asked slowly.

"Should I want any other?" Flash asked back.

Peter only sighed, "Well, to be honest… yes. I agree with Spider-Man. I've 'agreed' with his diagnosis ever since we ran into each other here."

"But I can't have amnesia," Flash insisted, "I still remember lots of stuff. I joined the army right out of high school, and they sent me off into some jungle war of some sort. I earned an honorable discharge and came back here. I worked for Norman Osborn before I got into that car accident."

Peter decided to go on ahead, but trying to be as careful as possible.

"I think you don't have full fledged amnesia, but I don't think you have the soap opera version either," Peter said slowly, "You've forgotten everything between your army career and when you went to work for Osborn."

"And how do you know?" Flash asked sounding angry.

"MJ and I have met with you from time to time when you first returned to New York," Peter answered, "You had some rough times, but you've powered through them… not unlike your football days."

"What tough times?" Flash asked.

Peter sighed, "You had some trouble with alcohol for a while…"

"Are you saying I'm really a drunk now!" Flash growled, nearly alarming the students that were present.

Peter raised his hands up defensively as if to try and keep Flash calm.

"No," Peter said defensively, "You powered through it. In fact you were clean for almost a year before the car accident."

Flash didn't answer but pawed at his food. After a few minutes, Flash spoke again.

"So you're teaching Chemistry right now, right?" Flash asked.

Peter blinked and nodded wondering why Flash had switched topics, "Yes, basic chemistry and basic physics."

"Now, I know we're in the spring right now, but I was wondering, next fall, could you teach them how to build fireworks?" Flash asked.

"Fireworks?" Peter asked.

"Yeah, for when Midtown scores a touchdown," Flash explained, "They do it in baseball when the Yankees hit a home run, so why not us when we score a touchdown."

"I'm sure you could buy fireworks somewhere," Peter commented, "And I don't think high school sports allows for that kind of celebration."

"Colleges fire a cannon when their team scores," Flash pointed out.

"Yes, but they have more money and a large stadium with which to do that, and most of the colleges that do that are on the outer limits of the cities they're in," Peter countered, "They don't play on a old field practically in the middle of a residential neighborhood that such a demonstration would probably be a fire hazard for the entire area. Also, I'm not sure on the rules, but wouldn't that kind of celebration be against the rules for unsportsmanlike conduct at the high school level?"

"Will you do it or not?" Flash demanded forcefully.

"If the city will allow it under the fire codes, and the rules don't say it would be unsportsmanlike, then yes," Peter sighed, "But you have to find out about that."

"Fine," Flash answered and the two men ate the rest of their lunch in silence.

Elsewhere in Manhattan

Mary Jane sighed as she continued on a short walk to stretch her legs and see if there were any new plays being prepared that she could audition for. She hadn't found any play that she felt she would be good at. Most were actually in the production stage, so there were no auditions but of the few that were in auditions, none of the characters fit her, either in terms of acting or the physical dimensions of the actor they wanted. One had actually needed a woman who was somewhat overweight to fit the part, which any one walking down the street knew that Mary Jane was not.

Her mind, however, was not truly focused on the success or failure of finding a new play to audition for, but her new life that fate had thrust on her. Being 'Arachne' every now and then would be a big change for her. She knew that from the moment she took the costume from Aunt May when the Other ruined the production of the play that she had been working on, which was now cancelled. But seeing what the Hobgoblin had done to Liz's apartment made Mary Jane feel that being 'Arachne' was the right thing, at least to try and prevent others from having to deal with that sort of thing, but the knowledge of what Peter went through as Spider-Man made her worry over what would happen to her personal life.

"Life never seems to get easier," Mary Jane sighed to herself as she walked.

Her thoughts were interrupted when she heard a scream come from nearby. She looked across the street to see two men in suits dragging what looked like an average man down an alley.

"Great," Mary Jane mumbled to herself and moved as carefully as she could toward another alley.

Shortly after, Arachne leaped over the street that divided the two rows of skyscrapers. She easily found the alley that the two men in suits had drug the first man into. Both suited men were holding the first man against a wall and were repeatedly hammering blows against him.

"Where is he!" one of the suited men demanded.

"I told ya I don't know what you're talkin' about!" the victim of the attack answered, spitting out blood.

Arachne watched as the two suited men delivered another series of blows to the man they held prisoner.

"You will tell us where he is!" the second suited man said insistently.

The man pulled back his arm preparing to land another punch on the trapped victim. Just as he was about to bring his arm forward, he felt something wrap around his wrist and then feeling a slight tug. The tug wasn't strong enough to lift him into the air, but it was enough to change the direction in which his fist was going, and it ended up hitting the brick of the side of the building he and his partner had shoved their victim up against. When he saw his fist he saw that there was a thick strand of webbing wrapped around his wrist.

"It's Spi-," the man exclaimed as he looked up to see that it was not Spider-Man above them.

"Actually, Spiderwoman is on a mission with S.H.I.E.L.D. and I think it should be obvious that I am not Spider-Man," Arachne commented from her position on the wall.

She then dropped down, landing feet first on second suited man and knocked him to the ground. She ducked as her spider-sense warned her of an incoming punch and then threw the first suited man against a garbage dumpster.

"I'm Arachne, but I suppose you're bound to make that mistake," Arachne continued, "I am rather new at this."

The man she had thrown pulled a handgun out from inside his suit and aimed it at her.

"Then you just won early retirement!" the man said with a laugh.

Arachne jumped almost half a second before the man pulled the trigger, and his bullet harmlessly imbedded itself in the brick of the building. She landed on top of the dumpster behind the man and then clubbed him with both fists. He then fell to the ground unconscious and dropped his gun. Arachne simply hopped down and bent the gun so that it wouldn't be able to fire again.

"One of the upsides of having these powers I guess," Arachne thought to herself and then set about webbing up the two suited men.

Once she had them webbed together and seated at the edge of the alley, she turned to check on the victim of their attack. He looked like he was pretty badly beat up. He had once black eye and several bruises elsewhere on his face, and his lips were swollen. To Arachne's surprise, the man was still conscious.

"You okay?" Arachne asked.

The victim opened his eyes as wide as he could to see who was talking and he seemed to give a sigh when he saw that it was Arachne.

"I'm fine," the man choked out, coughing up a little blood.

"You don't look fine," Arachne commented.

"It's nothing," the man answered, "I just bit my tongue when they were landing their punches."

"Oh," Arachne nodded, "Any clue as to why they attacked you?"

"No clue," the man replied.

"Those two were looking for somebody," Arachne pointed out, "I heard them demand you tell them where 'he' is. Any idea who 'he' is?"

"Why do you want to know?" the man choked out, "They're just muggers."

"I'd think they're more then that," Arachne answered, "Muggers don't ask where 'he' is. They say 'gimmie your money'."

"They wanted to know where my boss was," the man managed to say, "I don't know why and I don't know what they were talking about. My boss runs a bakery. Can I go now?"

"Sure," Arachne said, "I'm not gonna stop ya, although you might want to see a doctor about your injuries."

"Thanks," the man grumbled as he walked out of the alley back onto New York's streets.

Arachne only sighed as she watched the man walk away. She then looked down at the red and blue spandex costume she was wearing and the fact that her normal clothes were wrapped up in a web-pouch against another building not far away.

"I guess I'm webslinging home," Arachne sighed to herself and then began climbing back up the wall.

Avengers Tower

Peter was in a depressed mood when he returned to the Avengers Tower late that afternoon. He was absolutely certain that Flash was mad at him. He usually had trouble getting away from Midtown's new Gym teacher when the days that he taught ended, but it was obvious to him that Flash was avoiding him when the day ended. He found Jarvis standing at the elevator wearing an outfit that while formal and business-like, was no where near as dressed up as what he had normally seen the man dressed in.

"Hi Jarvis," Peter said politely as he walked in.

"Hello, Mr. Parker," Jarvis answered, "Is there anything wrong?"

"No nothing's wrong," Peter sighed, "So what's with the outfit? Anything that isn't a tuxedo and you don't wear it."

"I was instructed to wear this, sir," Jarvis replied, "Your Aunt insisted on giving me a night off."

"Ah, a date then," Peter mused with a weak grin, "Just make sure she's back by ten, and no funny business."

"Really, Peter," Aunt May scolded as she entered the area, "Jarvis is a perfect gentleman."

"I'm sorry," Peter sighed, "I couldn't resist. Have fun."

"Of course, sir," Jarvis answered as May began to usher him toward the elevator.

"You're off duty," Aunt May said firmly, "No more 'sirs' or 'ma'ams' out of you."

"Yes, madam," Jarvis replied.

Peter chuckled slightly as the elevator door shut. He still wasn't entirely used to his Aunt dating again, but he had accepted it, and he also found their interactions to be rather funny at times. Jarvis was very devoted to the Avengers and Aunt May seemed to be almost battling the Avengers to get Jarvis to relax a bit. Peter found that part of their relationship amusing, and it fueled a part of him that was beginning to want to see them do well together.

He found Mary Jane sitting in a recliner watching television. It appeared to be a special movies channel as he could see the movie 'The Godfather' being played on the screen.

"Hey, Tiger," Mary Jane called to him as he came closer, "How did your day go?"

Peter slowly walked around the couch to sit next to his wife. He wasn't surprised by her speaking to him before he had even announced his presence. She was getting much better at using all of her powers, but there was still plenty of room for improvement.

"I think Flash hates me," Peter sighed as he sat down.

Mary Jane looked over at him with a look of confusion on her face.

"Huh?" Mary Jane asked.

"He didn't believe 'Spider-Man' when I told him, as Spider-Man, that he has amnesia," Peter sighed in response.

"Shouldn't that have made him hate Spider-Man?" Mary Jane asked, "Why does he hate you?"

"He asked me if I agreed with Spider-Man," Peter looked down.

"I'm going to assume that you told the truth," Mary Jane sighed back.

Peter could only nod.

"You're beating yourself up over nothing, Peter," Mary Jane tried to comfort him, "You told the truth and that's the best you can do. You may be Spider-Man, but you don't have a medical degree."

"But it's my life as Spider-Man that got him into this mess," Peter sighed, "If I wasn't Spider-Man, Osborn wouldn't have made him have that car accident that's caused this. I've got to find a way to help him."

"Not everything can be helped," Mary Jane reminded him, "Flash's amnesia won't be cured until he admits that he is wrong and that he does have amnesia. I'm also going to say that he can't hate you because you think there is something wrong. He just doesn't like the answer. Not you."

"I hope you're right, MJ," Peter sighed, "But I just feel that I've got to help him."

"You'll figure something out," Mary Jane encouraged, "You always do."

Peter slowly nodded, "I hope so. So, how did your day go?"

"Fine," Mary Jane answered, "No new plays that are out there to audition for, but a good one will come along sooner or later."

"I'm sure," Peter nodded.

"Even got a little practice in today," Mary Jane continued, "Came across these two guys in suits. They were roughing up this other guy pretty bad. I think they were mob guys."

"Ironic that you're watching the Godfather," Peter commented.

Mary Jane raised an eyebrow and then shook her head, "Anyway, I took both of them down and left them for the police. Their victim walked off looking like he'd been tortured."

"Good to see that Arachne is doing her civic duty," Peter commented with a smile.

"Very funny," Mary Jane sighed and put her arm around Peter's shoulders.

Hotel, elsewhere in Manhattan

The two men that Arachne had earlier defeated shook heavily as they entered the hotel room that was currently operating as the headquarters for their boss.

"I believe that by the sound of your teeth chattering that you did not find your target's location," an aristocratic voice spoke from the opposite end of the room that they had entered.

"We found one of his lieutenants, but there was a problem," the first man said slowly.

"Yeah," the second man piped up, "Some chick in a spider costume came down on us. We just about got the guy to squeal too."

"Would you mind identifying the 'chick' for me?" a large man asked as he approached the two men, "There are four Spiderwomen, two of which are retired, one behind bars. There is also a new heroine calling herself Arachne. Which one of these was it?"

The two men looked at each other.

"I think she was Arachne, Kingpin," the first man answered.

"Thank you," Wilson Fisk, commonly known as the Kingpin in earlier days, answered, "That wasn't so hard. Now you say you almost had your man ready to talk when she arrived?"

"Yes, Kingpin," the second man nodded.

"Don't call me that," Wilson Fisk growled, "Thanks to Norman Osborn, the Owl now holds that privilege and title. Until I retake what is rightfully mine, I am only Wilson Fisk, understood?"

"Yes, sir," the two men answered in unison as they backed away from the larger man.

"No return to your patrols," Fisk growled, "I want the Owl found. He has been missing ever since I returned. Osborn set him up as the new Kingpin, I expect him to act like it."

"Yes, sir," the two man acknowledged and ran out the room, grateful that they were still alive.

A weak breeze then blew through the hotel room once the door shut behind them.

"We did not help you achieve a point where you could regain your power to war with other criminals," a voice spoke from behind Fisk, "The target you agreed to fight is not the Owl."

"I can not go after your target and defend myself from others at the same time," Fisk answered calmly, "My reputation as the Kingpin will always precede me, and men like Silvermaine and Fortunato will not allow me to recover that position. I will recover my position first and then I will deal with your target, who, if you remember is also in a way mine, since he was a help to my enemies."

"Just so long as you remember your true mission," the voice answered, "We can just easily put you back where we found you."

"Your enemy will be beaten or delivered to you," Fisk growled back, "I would appreciate it if you had more faith."

"Faith is what got us in trouble," the voice answered, "We want vengeance and you will provide it for us."

"Proper planning takes time," Fisk answered, "Stop demanding his dead body now. You will get him."

"We better," the voice answered as it faded out.

Fisk only sighed and then picked up a phone and dialed a number.

"Yes," came a low voice on the other end.

"They are getting impatient," Fisk spoke, "We need to accelerate the plan. New York's crime establishment is to return its loyalty to me. You know what to do."

Avengers Tower, Next Day

"Wow," Peter commented as he watched the digital results come up on the screen in front of him.

"What's 'wow'?" Mary Jane asked from where she was positioned.

Peter was still working with her to insure that she would have full control over all her powers, and both were grateful that Mary Jane proved to be a fast learner. At the present they were trying to determine the limits to Mary Jane's strength and were using a special 'bench-press machine' that Tony used to test new models of the Iron Man armor.

"Five tons," Peter answered, "And that didn't even slow you down."

"But aren't you able to lift like ten tons?" Mary Jane asked.

"Slightly more when under stress," Peter sighed with a grin, "But yeah. I'd think that you should either attain proportionate strength to that of a spider or equal Jessica's. Which means the minimum weight you should be able to lift is seven tons, and the maximum is a slight unknown."

Mary Jane sat up, "What do you mean 'unknown'?"

"Well, female spiders are actually much larger then males," Peter explained, "MUCH larger. The male is minuscule compared to the female. Now, I've always assumed that my powers are based on a male spider since I'm… since I'm a guy. And if gender is a factor, and yours are then based of a female spider, then your maximum strength might be below ten tons. However, that might not matter at all and what needs to be known is the gender of the spider that originally bit me, which I don't know."

"You don't know?" Mary Jane asked.

"I wasn't about to see if the spider that bit me was male or female," Peter answered defensively, "I can't even remember if it survived or not, it was so long ago. Anyway, if that is true, then our strength should be equal."

"Every girl's dream," Mary Jane said sarcastically.

"This is important," Peter insisted, "Everyone needs to know their limits. I may be strong, but if a twenty ton truck were to fall on me, I'd still be crushed."

Peter then pressed a button on the wall that changed the pressure that the machine would apply.

"Okay, we're at six tons now," Peter announced, "Give it a go."

Mary Jane sighed. Up until now she had never used any sort of weight lifting equipment, and was glad that none of the other Avengers were there to watch her, as she was sure she was doing something wrong in terms of style. She gripped the metal bar that was connected to the pressurized cylinders that served as the barbell. Pressing a small button to activate the systems that would provide the pressure for the machine to work, she applied all her strength to hold up the bar.

"I don't suppose we have any pictures taken with Flash in our collection?" Peter asked as Mary Jane brought the bar down to her chest.

"Peter, neither of us have been into scrap booking," Mary Jane answered, "All the photographs we have are either of Spider-Man or of us, and of the ones of us, there are a good many then are never to be seen by anyone besides you and me."

"I have photos of Uncle Ben and Aunt May," Peter protested.

"All of which are framed photographs in our bedroom," Mary Jane answered as she easily lifted the bar back up, "The only Parker to have kept such an album was Aunt May, and that was burned up when her house was destroyed."

"I just thought I had a way to prove that he has amnesia," Peter sighed, "Because I'm certain he doesn't believe us right now."

"I know you're trying to help him," Mary Jane sighed, "But we might just have to let him accept this on his own."

Peter sighed and pressed another button to increase the weight.

"This is seven tons, Jessica's maximum," Peter announced.

Mary Jane then repeated the same exercise again, and again it was performed easily. This proved to Peter that Mary Jane had Peter's proportionate strength and not Jessica's strength which seemed to have a limit at seven tons. Peter was about to press a button to increase the weight again when Jarvis entered the room looking rather nervous.

"What is it, Jarv?" Peter asked.

Jarvis ignored the fact that Peter had shortened his name and began to make his report.

"Have you seen the news?" Jarvis asked.

"No, we've been in here," Peter answered, "What's going on?"

The nervousness in Jarvis's voice got both Peter and Mary Jane's attention.

"There is a large gun battle going on," Jarvis reported, "It's on the south side of Manhattan."

Both Peter and Mary Jane rushed out of the room to follow Jarvis to the television room where Aunt May was already watching the news broadcast.

"For those of you just tuning in," the reporter spoke on the screen, "A large gun duel has erupted on the southern end of Manhattan between two groups of organized crime syndicates."

Peter and Mary Jane looked on with a nervous glance as the reporter continued.

"One of the factions is reported to be the Maggia, lead by Silvio Manfredi, alias, Silvermaine," the reporter continued, "We have received no reports on the identity of the other syndicate involved in this apparent 'gang war'."

"We gotta put a stop to this," Peter breathed, "Before someone is hurt."

"Police have quarantined the area and ask that all people remain in their homes," the reporter finished as Peter and Mary Jane left.

After a minute, Spider-Man and Arachne both leaped out of one of the windows to the tower and began swinging towards southern Manhattan.

"Some training session," Arachne grumbled.

"Well, I think we would have gone webslinging anyway," Spider-Man sighed, "So you could practice your aim and using your spider-sense, but I hadn't planned on it being under such circumstances."

"I'd bet it's those same guys I saw yesterday, or at least they work for the same guy as those guys I saw yesterday," Arachne commented.

"Real descriptive," Spider-Man chuckled under his breath, "Did 'those guys' say who they were working for?"

Arachne let go of her webline and landed on an extended flagpole and sighed while Spider-Man landed next to her.

"I just knocked them out," Arachne sighed.

"So, in reality, we have no clue," Spider-Man sighed back, "Life hasn't changed in that regard."

The two then continued on their way.


"What the devil is going on down there?" an elderly man with silver hair, commonly known as Silvermaine growled into his phone.

His eyes widened when he heard the answer come over the other line. He then gripped the phone tighter in his bony hands.

"Kill them," Silvermaine growled, "Then get out of there. If so much as one man is arrested by the police, I will make sure those who escape wish they were arrested."

"Trouble, sir?" a butler asked from behind.

"Some fool has challenged my business," Silvermaine growled, "He has made a foolish mistake in trying to take over the Maggia!"

Silvermaine felt the wind of a dart flying past his neck and hitting the butler behind him in the throat. His eyes widened further when he saw the man fall to the ground. He quickly rushed forward to check his pulse, and found that there was none.

"I'd be careful," a voice said from behind him, "that dart is coated in a resin that is poisonous to the touch."

Silvermaine drew a hand gun from his pocket and turned to find the large glass doors that lead to the balcony of his penthouse open. He didn't see anyone there at first.

"Come out with your hands up!" Silvermaine ordered, "I know there's someone here."

A knife came flying across the room and knocked the gun out of his hands. Silvermaine turned to see a man in a black and white costume standing to the side of him.

"Bullseye!" Silvermaine gasped.

Bullseye laughed as he produced another knife and advanced on Silvermaine. The older man backed away, slowly.

"You were partially right when you were taking with your butler," Bullseye commented with a smile, "But my employer isn't seeking to take over the Maggia. He is seeking to destroy the Maggia in New York."

"But, the Kingpin was driven out of power," Silvermaine stuttered, "And his replacement, the Owl turned himself in."

"Ah," Bullseye smiled, "So that's where he went."

"The Kingpin won't get away with this!" Silvermaine vowed as he continued to back away, looking for his gun.

"Oh, I'm afraid he will," Bullseye smiled, "You're the only one here, and the police are now running to the diversion on the southside. By the time the police find you, the Maggia in New York will be did."

Silvermaine dove for his gun at the same moment that Bullseye threw his knife. The black and white clothed assassin smiled as watched his knife hit its target. He then walked over to the phone that Silvermaine had dropped when Bullseye killed the butler. He waited quietly for the answer to come.

"Yes?" Fisk's voice asked on the other line.

"Mission successful," Bullseye reported, "Silvermaine is dead."

"Excellent," Fisk answered, "Now if the 'goons' can successfully deplete the Maggia's manpower."

"There's one more thing, sir," Bullseye added, "One you might find interesting."

"Oh, what is that?" Fisk asked.

"Owl is currently behind bars," Bullseye reported, "At least that's what Silvermaine reported before I killed him."

"Most interesting," Fisk said triumphantly, "If we can get information out of the Owl's organization that confirms this, then we will have one less obstacle to overcome in this endeavor. Return to base. The police are beginning to react to today's activities."

"Yes, sir," Bullseye answered and hung up his phone and then tossed it at the body of Silvermaine and then chuckled, "I believe that's yours."

With that, Bullseye left.

Southern Manhattan

The white eye-pieces on Arachne's mask were stretched to look as wide and large as they possibly could as Arachne looked at the carnage going on. Spider-Man looked almost indifferent to the situation, although he was obviously determined to stop it. There were two groups of men in suits fighting it out against each other around and apparently inside a warehouse. No one looked to be dead from what either hero could see, but it was obvious that there were wounded.

"Which sided is which?" Arachne asked as she looked at the masses of suited men fighting each other.

"I don't know," Spider-Man sighed, "As far as I know, organized crime has never decided to wear uniforms that identify which organization they belong to."

Arachne shrugged her shoulders and then asked, "Why is it that WE are here before any policemen?"

"They are probably making sure that none of these guys are causing a mess around this area and are making sure that no innocents get in the way," Spider-Man answered, "Which leaves us with the fun part."

Arachne looked at the battle nervously and then gulped, "Joy."

Spider-Man nodded and fixed a camera to the wall of the building that they were standing on with some webbing.

"Okay, I'll take care of the guys on the left," Spider-Man said as he pointed to a group of men crouching around crates and wooden palettes trying to gun down the men on the other side, "You take the guys on the right. Remember that your spider-sense is going to be your most important weapon in this situation. Always pay attention to it."

Arachne slowly nodded and joined Spider-Man on the edge of the rooftop. After a second or two, Spider-Man nodded back and leaped from the roof. Arachne was close behind.

"Geronimo!" Spider-Man screamed as he flew through the air toward the group of criminals on the left.

The group looked up to see Spider-Man descending on them. One managed to raise his weapon to fire, but wasn't quick enough to prevent Spider-Man from landing on him. The landing knocked the crook out, and Spider-Man quickly then shot out two weblines and disarmed the other two crooks. His spider-sense blazed as hard as it could, and reacting instinctively, Spider-Man did a back flip over the men behind him, and their bullets flew harmlessly over the heads of the men that were in front of Spider-Man. The sound of gunfire that close however, made those men drop tot the ground.

"Don't you guys ever learn?" Spider-Man teased as he knocked out the three men who had just fired on him with a swift succession of punches, "You never bring guns to a spider-fight."

Arachne also landed quickly on top of one of the suited men and knocked him out. Her landing, however, also destroyed the crate that the man was hiding behind and her spider-sense told her to move quickly. She quickly leaped again to cling to the wall of the warehouse.

"Jeez," one of the men growled, "We got Spider-Man going after our enemies, but we got Spi…"

"My name is ARACHNE!" Arachne screamed as she fired off a series of weblines and disarmed the gangsters.

Arachne then leaped back down toward them, easily avoiding some gunfire that had come from one or two of the crooks that had earlier been caught in fist fights in the middle of the open area. The first man stepped back to avoid being landed on, but couldn't get out of the way of a punch that Arachne threw at him. The blow sent the man flying and only a chain link fence stopped him from going into the street. This sent most of the men running away in shock and surprise, but one man remained firm.

"No woman can be that tough!" the man exclaimed and made a fist.

Arachne caught his punch with one hand and stopped his momentum the instant his fist hit her gloved palm. The man quickly found that he couldn't make any progress against Arachne. It was then, that the heroine decided to squeeze his fist a little. The man then struggled in vain to free himself from her grip.

"I beg to differ," Arachne said coldly and then threw the man into the same chain link fence she had earlier punched one of his associates into.

Before the man fell unconscious, Arachne turned her attention to the group of crooks in the center of the parking lot to find that all of them and circled together and had drawn handguns. Arachne's spider-sense continued to buzz as hard as it could.

"Great," Arachne grumbled.

Amongst the circle of men in suits they gathered together and surprisingly talked while Spider-Man and Arachne dealt with their allies and enemies on either side of them.

"If we don't work together to get rid of those two, we're all going to go to jail," one of the Kingpin's men said to one of Silvermaine's men.

Silvermaine's man watched as Arachne dove down to fight with the Maggia members that where behind the crates that were near her position. He then glanced to his compatriots and nodded.

"We'll deal with the woman," Silvermaine's man said, "You take care of Spider-Man.

"You got it," Kingpin's man smiled and charged toward Spider-Man with his compatriots coming along side.

Their fire forced Spider-Man to leap down behind the crates, and this gave the gangsters some confidence, but as they got closer, they were surprised to see several whole crates come flying at them. One took out the leader and knocked him into the man behind him. The others merely scattered the group, which was more then enough for Spider-Man. While the crooks attempted to recover from the crates flying at them, Spider-Man easily vaulted over the lone crate that remained in front of him.

"Come on," Spider-Man teased as he knocked the first of the crooks out, "I'm hardly getting warmed up."

He then disarmed several of the men by wrapping their hands and guns in webbing. Two managed to get a few shots off, but thanks to his spider-sense, Spider-Man easily avoided both the initial shot and the ricochet of each bullet.

"Come on, I'm over here," Spider-Man taunted as he bounced off the wall and tackled the remaining armed men.

"You won't be so funny after we slice open your neck," one of the first men from this group that Spider-Man had disarmed growled as he had produced a knife somehow.

Spider-Man easily avoided the attack and then punched the man, who did a back flip in midair after the impact of his fist and landed face down on the concrete.

Arachne meanwhile watched as the group of Maggia men advanced on her. A few fired, but Arachne was easily able to avoid the bullets. She silently sighed with relief that her spider-sense powers could sense danger before it came. She wasn't about to admit this to Spider-Man, but despite her newfound powers, it was times like this that terrified her. But, she did her best to keep that away from the front of her mind.

She quickly grabbed and 'clung' to two of the crates that were in front of her and then threw them at the advancing mobsters. The crates hit the first two mobsters and splintered on impact, knocking both down. Arachne then got an unexpected help from the two gangsters that she had hit with the crates, as they accidentally fired their weapons as they fell and shot two of the other gangsters in the foot. Arachne the leaped from her position and landed a kick on one of the two remaining gangsters and blinded the other with webbing. She quickly webbed up the others to make sure that none of them could either escape or come after her and Spider-Man later. She found Spider-Man waiting for her as she approached the middle of the area.

"Is that all of them?" Arachne asked as she approached Spider-Man.

At the same time, one of the warehouse's windows shattered and a man fell out of it, landing inside an open garbage dumpster.

"All that where outside, I think," Spider-Man answered, "And meanwhile, you got to teach me how to get the bad guys to shoot their partners. I've never managed that."

"It was dumb luck and you know it," Arachne answered, "Now how are we going to deal with the ones inside the warehouse?"

Spider-Man looked up at the window and replied, "Best idea would be to go through the window and beat up whoever's inside, and then leave them for the police. I don't think these guys are going to give us any answers that would be credible if we tried to question them."

"Lead the way then," Arachne gestured for Spider-Man to go first.

Spider-Man leaped first and shot out a webline and used it to swing in through the same window that had earlier been broken. Arachne leaped up to the wall and crawled over to the window and entered in considerably less dramatic fashion. They found the situation inside the warehouse to be very different from the one on the outside. Inside, one group of crooks was obviously on the ropes trying to hold on. Surprisingly there didn't appear to be many serious injuries, but those who were down wouldn't be getting up soon. However, it was also soon obvious that average gangsters were not involved in this fight.

"Well, boys, lookie what we got here," a deep voice said from nearby, "Spider-Man and some chick!"

Spider-Man turned to see who had spoken and saw a large muscular man shove the head of Maggia man through a large wooden crate, knocking the much smaller gangster out. It was a man that Spider-Man had dealt with before.

"Ox!" Spider-Man exclaimed, "Shouldn't you be in jail somewhere?"

"Got out," Ox answered as he threw a crate at Spider-Man and Arachne.

Spider-Man ducked under the crate and Arachne shot out a webline and swung to the other side of the warehouse.

"So, where are your buddies, Ox?" Spider-Man asked.

"Oh, we're right here," came a slightly westernized accent from behind Spider-Man.

Spider-Man turned to see Montana wrap his bullwhip around his arm in an attempt to try and hold him still. This tactic wouldn't normally work, but did give Ox the time to get close and deliver the strongest possible punch, which threw Spider-Man over Montana's head.

"Spider-Man!" Arachne called out as she watched this go on after she had taken out two of the more normal gangsters from behind.

Her spider-sense then buzzed slightly as two bullets came flying out from the ground level below her and forced her to leap down onto the top of a crate and then flip to the ground to face a man wearing business suit and hat. He held two semi-automatic pistols in his hands.

"You'd best worry about yourself, lady," the man said in a warning voice.

Arachne looked at him for a moment, and could barely believe this guy to be a threat to her. Through all the training she had received, she had learned that guns were next to useless against her spider-sense and the man didn't look like he could be either fast enough or strong enough to fight her one on one. The man was in fact eight inches shorter then she was!

"And you're supposed to be scaring me how?" Arachne asked.

"Don't you know who we are?" the man gestured to himself, Montana, and Ox.

Arachne looked up to see Spider-Man battling with the cowboy and the larger heavily muscled man. She then webbed up the man's guns and lifted him into the air.

"I'm sorry, I'm rather new at all this," Arachne admitted, "Could you tell me who I just defeated?"

The man gapped at her, "We're the Enforcers! Montana, Ox, and me, Fancy Dan."

"Nothing terribly fancy about you," Arachne commented.

Fancy Dan only growled at her, "I hate Spider-Man's humor! Don't use it!"

The sound of police sirens were now heard approaching as the police had finally made sure that the areas outside the warehouse were secure.

"Dang it!" Fancy Dan yelled, "It's the cops, we gotta get out of here."

Fancy Dan then kicked his legs and caught one good blow on Arachne's chest. She didn't expect him to keep fighting after she'd clearly beaten him and was unprepared for the blow. It didn't hurt, but it did force her to drop Fancy Dan and take a step or two back. Fancy Dan immediately ran for the back exit.

Spider-Man, meanwhile, leaped to another section of the raised railing to avoid taking another punch from Ox. While the big guy wasn't strong enough to really hurt him, he could get hurt if he tried to fight it out with him while leaving Montana free to take cracks at him with his bullwhip or to pull a gun. He fired out a webline at Ox, but the man caught the webline surprisingly, and Spider-Man could only web his arms together. It was at this time that the police sirens became audible and Fancy Dan called the retreat. Montana and Ox were quick to join their partner, although Ox was slowed slightly by the webbing around his wrists.

"You aren't going to get away that easy!" Spider-Man exclaimed and leaped down to the lower level and joined Arachne in pursuing the crooks.

Unfortunately for the two heroes, they ended up catching two more normal gangsters who were also trying to escape, and in the brief time that it took them to knock them out and then web them up, the Enforcers and one or two others had escaped.

"We'd better get going," Spider-Man sighed as he heard the sirens get closer and the car engines begin to stop, "don't want to attract any more attention then we have to."

Arachne nodded and then followed Spider-Man out.

Hotel, That Evening

Fisk calmly looked through a stack of relatively old newspapers as the Enforcers finished report.

"So, Spider-Man and 'some chick' defeated both you and the Maggia at the warehouse?" Fisk asked.

"We coulda beaten them if the cops hadn't started to show up," Ox answered.

"The fact that both you and Fancy Dan had to have webbing removed from your person and the fact that Montana has a black eye, more then proves your invincibility," Fisk commented with a half chuckle.

"We could have," Fancy Dan spoke up, "The chick had no clue as to who we are. Probably can't really fight either."

"The fact that a third of my men and two thirds of the Maggia from the battle are currently in jail seem to counter that theory," Fisk answered, "And as for the 'chick' not knowing you, according to the papers, Arachne has only become Spider-Man's partner recently. You can not expect her to know you instantly."

"But…" Montana began.

"Stop sniveling," Fisk ordered, "Despite Spider-Man and Arachne's interference you did your job quite well."

"How?" Ox asked.

Fisk smiled, "You provided the perfect distraction. The police and Manhattan's heroes were drawn to your battle while Bullseye was successfully able to assassinate Silvermaine himself. The Maggia are powerless now. They will battle with themselves about choosing a new leader, and other gangs will now attack them in an attempt to take over their territory."

The Enforcers merely looked on in silence. Fisk continued.

"This will help to destabilize Manhattan's crime families, which will put me back on top," Fisk continued, "Then we can turn to the job of repaying our little debt and find our benefactor's enemy. Norman Osborn."

Avengers Tower

"Sounds like you two had quite the day," Aunt May commented as she Peter, and Mary Jane sat in the living room watching the news.

"Just another day of training," Mary Jane sighed, "Gone wrong."

Peter sighed with her, "Almost every time I've tried to give MJ some basic training to help her get used to her powers, something comes up. Fist the Hobgoblin, now an apparent gang war."

"If you feel you've made the wrong choice, you don't need to hesitate to change your mind," Aunt May spoke to Mary Jane.

"It's not that I feel I made the wrong choice," Mary Jane sighed, "But I'm still adjusting to a lot of things. I haven't completely mastered my pheromone powers yet. Peter wants to see just how strong I am now, which we couldn't finish today. And I still need more practice honing my spider-sense and my accuracy with the webslinging. I know the choice I've made, but I don't want to go out there get myself hurt because I'm not prepared enough."

"You don't need to worry about that," Peter said to her, "You've gotten much better. In fact, you've come a lot farther with your powers then I did with mine when I first got mine."

"Yes, but I had a very good teacher," Mary Jane smiled weakly, "It's mostly still adjustment on my part."

Peter nodded as the news program cut into breaking news.

"Attention viewers, but this has just come in," the reporter announced, "Silvio Manfredi, also known as Silvermaine, has been found dead in his apartment. Killed by a knife, which appeared to have been thrown at him. There are no known suspects at this time and there are now traces of biological clues on the knife. For those just tuning in, the criminal boss known as Silvermaine is dead."

"Things just got a lot more complicated," Peter grumbled as he stared at the screen.

To Be Continued…