The flashing lights of police cruisers lit up the entire avenue, a blockade dozens of cars strong hastily erected to isolate the mad Mac Gargan, a.k.a. The Scorpion. News vans were not far behind, reporters from every station babbling out reports on the latest updates. Cameras were fixated on the old theater, praying for a few good shots through the holes in the building. A block away now, Peter Parker flipped up into the air, hanging there for a moment as he took it all in. His senses buzzed with life as he singled out voices amongst the din. A reporter was giving the newest gossip to her audience.

"…sources say that Spider-Man, one of New York's finest heroes, is already on scene and engaging the Scorpion within…"

That's… certainly backing up MJ's story. But let's try something a little more tried and true, like a boy in blue… hey, I'm a poet!

Captain Billy Blutarch, a relatively new cop on this beat, was barking commands and updates into his radio.

"…I know Spider-Man's here, but that don't mean I don't want backup! Scorpion's kicked his thorax before, in case you've forgotten!"

Wow. Thanks for the vote of confidence, Captain. But I guess three accounts is pretty compelling evidence. There's somebody that looks a heck of a lot like me in there.

He flicked out a wrist, and a web snared the corner of a flagpole.

Of course, why take them at their word, when I can see for myself?

A tug, and the relaxation of his body to move with the swing, and he was flung through the air once more. His mind raced, more instinct than real concentration by now, as he calculated his route. Wait a little on the release here, attach a web here, go for the catapult shot instead of a normal swing up ahead… he selected the largest hole in the stone, about two thirds up from ground level. That would be his entrance. His and nobody else's.

It'll be our little secret, building. Don't tell anyone, okay?

One, two, three seconds passed as Spider-Man followed the actions of his own internal math. His body snaked through the air, until he had a clean shot. Both arms shot out and attached web lines on opposite sides of the street. Maybe he couldn't uproot a building like the green fella out in Nevada, but Peter's strength was nothing short of spectacular. With a hard pull on both webs, his body went zooming like a rocket, his holler of excitement catching the attention of those below. Confused voices called after him and to each other as he spiraled through the sky. He heard them all, asking if that was really Spider-Man. Were there two of them? Spider-Men?

Jeez, I hope not. That's a stupid idea.

Like a bullet from a rifled barrel, he spun as he buzzed through the hole; a jolt of pain went up him as his right arm nicked some stone going in. Figured he'd be off by just enough to give himself one of those stinging pains. Those were the ones that really got to you.

As soon as he was through he shot a hand out and stopped himself on the ceiling, giving his brain a second to catch up to his body. He was in the theater lobby, which looked all but abandoned. Popcorn was strewn about the floors, crushed underfoot of somebody extremely heavy. Peter wished, for the sake of humor, that it was some kind of tremendously fat man he could imagine trudging for his life, but he knew those imprints well. Scorpion had been in here…

And judging by the state of things, had been fighting for his life. Dents, craters, and one thoroughly wrecked popcorn machine were all signs of a real clash of titans. Scorpion was tough; shrug-off-a-truck-to-the-face tough. Anyone who could tangle with him and not be a crumpled wreck at the police's feet by now had Peter's respect.

Of course, the only heroes this side of the river he knew of that could do that were either in Latveria, or himself.

And I am at least 80% certain I am not responsible for this.

That put him on guard. There were more than a few villains that could probably put up this sort of fight. It wasn't entirely out of the question, either; villains weren't on some magical villain "faction". They were all out for themselves, more or less, and they'd tumble if things got rough. So who would be capable of taking good ol' Mac, and pull off a convincing Spider-Man while they—

"Oh dear." Spider-Man groaned as the thought occurred. "Anyone but Eddie."

There were crimes, and then there were crises. Spider-Man dealt with those fairly often. Those were okay. But then there was a further tier: there were crises, and there were Eddie Brock crises. Best friend turned worst enemy-slash-jilted alien lover-slash-parasite. A.k.a. Venom. Peter desperately hoped it wasn't Venom. There were about five villains he didn't want to face, ever, and four of them were Venom.

Okay, gotta stop with the panic mode. I need to scope this out before I jump to any conclusions. Not in here, so probably in one of the theaters. Better… stay out of sight, though.

Peter began to jostle across the lobby, keeping as quiet as possible as his hands and feet peeled off and stuck back onto the ceiling. It was a sensation that really shouldn't have felt as natural as it did, seeing the world upside-down like this. But for Pete, this was second nature. He could practically keep his eyes closed. His Spidey-Sense was tuned into his surroundings, seeking out the slightest clue, but it was difficult going forward. What was worse, Venom was immune to the Sense entirely. This was partly why Peter so sincerely hoped he wasn't around.

Instead, he'd look for Gargan. He closed his eyes above the snack bar, hoping any sudden movements would tip him off.

Surprisingly, it was his ears that won him the day, not his Sense. Off to his right… or, his left, he supposed? All the inversion was still a little confusing. In some direction he was capable of pinpointing (and that was all that mattered), he could hear a voice. Scorpion's voice, whispering something. It wasn't much, but he could tell the direction enough to narrow down his search. He went down a hallway branching off from the lobby. Doors on either side lead to screening rooms, where all the latest and greatest films would be showing. Peter made a mental note to destroy all copies of the Wolverine film after he wrapped up here. That guy's a jerk.

He pursued his quarry down a ways, almost halfway down the hall, when he heard the voice again. Faint, but persistent.

"…are y…"

Still not enough to really hear clearly, but the location was all but confirmed now: Theater 17. Current feature: Wolverine VII: Dark Son.

Awesome. Two birds with one stone.

No other way in that he could see, so he used a web to pull open the door. As silent as he'd hoped it would be. He jumped down to the floor and skittered inside, just before it shut behind him. Quiet as I was, he still flinched as the noise rebounded off the muffling walls. Any noise was too much right now.

He moved up to the corner, and peeked around. He could see the flickering screen's light pouring in, that cinematic abomination being even less helpful than usual, by making the whole stealth thing so hard. Still, no sign of Scorpion yet, so that gave him a free pass. He slowly advanced up towards the theater proper, hearing the growing sound of Scorpion's frantic mumbling as he did.

"C'mon… come on, Spider-Man, come out! You can't hide in here all day!.. Don't make me chase you! Where are you?!"

Wow, he sounds… frazzled! I've gotten him razzed—dazzled, even, but never frazzled! Wonder who's got him on edge so bad. Guess it can't be Venom. Mac's not the brightest bulb in the pack, but even he can tell the difference between me and an inky-black cannibalistic psychopath. Usually.

Spider-Man reached the end of the tunnel, and peeked around the corner. Seats were being flung in every direction, as the big bad arachnid himself laid waste to them. Scorpion was physically intimidating to say the least, at least seven feet tall in his green, cybernetic armor. Only his jaw was visible, with magenta bug eyes giving him some kind of HUD interface. Spider-Man had never gotten a chance to look at them himself, but he'd heard a few of the Avengers' techies babbling on about it after an arrest. But the real kicker was the tail; a ten-foot, fully articulated piece of nightmare coming straight off where the tailbone would be on Mac's body, hunched over in a somewhat bestial posture. The thing ended in a jagged, mechanical spike that had two settings: kill, and eviscerate. Basically, bad news for anyone. But Peter could see better than most in the low lighting, and the state of Gargan's suit stunned him.

His armor was battered, scuffs and dents plainly visible on it. Even the tail looked a tad on the crumply side. And was he… panting? He seemed to be. Mac was a man of stupid endurance, and in that suit he could fight for hours before he even broke a sweat. Anyone who did that, was on another league.

I have GOT to meet this guy!

He looked up at the ceiling.

Gotta get up there. A vantage point could be useful. Can't use webbing, he'll hear the thwip. I'll just jump.

Spider-Man tensed his legs, and released in a powerful springing motion. Gracefully, he ascended…

And a moment later, his mind nearly fried itself with jolts of panic telling him to twist in some insane manner. On instinct his muscles attracted accordingly, and the tail of the Scorpion extended right past where he'd have been otherwise, sticking into the wall with an appreciable force.

"Holy CRAP!" Peter spouted, unable to contain his shock. Not a second later, a mechanized fist pounded him square in the chest, pinning him against the wall. Scorpion's other limbs, tail included, dug into the wall to give him firm placement as he leaned in close to the webhead.

"Thought you could hide from me forever, didn't you Spider-Man?!"

"Actually, I kinda had an appointment on the 20th, and I'm taking my girl out for our anniversary the next day. So, you know, less 'forever' and more next Thursday, at the lastest—"


Scorpion's tail slammed the wall about four inches to the left of Spidey's head. He tried not to gulp louder than was needed for comic effect.

"NO MORE QUIPPING!" Mac bellowed, his rage palpable as he drew the extra appendage back for the killing blow. "I have been dealing with you and your crap for too long, Spider-Man! I will not take the humiliation you have given me today lying down! It ends right! HERE!"

"I just got here!" Spider-Man pleaded, beginning to grow irritated with this copycat Spider-Man. Pissing off the villains was his job, and here this guy was trying to upstage him!

I mean, I've never gotten Scorpion MURDEROUSLY insane before! Maybe maimily, if that's a word, but come on! Stealing my thunder, seriously.

"And for the record," Peter noted. "if you wanted me to stop humiliating you, you shouldn't have left my arms free."

Both of Pete's hands took the web-slinging form, and attached thin white lines onto each of Scorpion's eyes. He gripped the weblines as tightly as possible, and with a powerful yank brought he and Scorpion's skulls together in a head-on collision. Stars and bright lights filled Spider-Man's vision, and the sound of a loud crack that he sorely hoped was Scorpion's helmet filled the air. Disoriented, the green rogue lost his purchase on the wall. He, and the red-and-blue hero with him, careened back onto the floor of the theater.

Scorpion landed first, on his back, and Spider-Man was sprawled out over his torso. The one on top was lucky enough to wake up first, a few seconds later. He massaged his savagely throbbing forehead, groaning as he wobbled up to his feet.

What were you THINKING, Parker?! Never try a headbutt twice in a day—that's just begging for a backfire!

He staggered away from the unconscious Scorpion and steadied himself against one of the seats that hadn't been ripped away yet. Collecting his thoughts, he used one web-slinger to start tying down that tail. It would be a problem if it wasn't properly secured. Needed to get back on top of the game, and stop Mac before he was even capable of being mobile again. He couldn't help but feel a bit disappointing though. No sign of that copycat Spider-Man to be found. He imagined, if he was a bit more coherent, that he would be worried.

Spider-Man heard a groan coming from Mac as the brute returned to his senses. Maybe he could get some answers from—

I did not web down anything but his tail.

This stunning revelation calmly scrolled through his mind as he watched Scorpion's arm reach down, freeing his tail with a single tearing motion. The metal behemoth got back to his feet, shaking his head to clear it up and staring down his counterpart.

"Fighting back was a mistake, Spider-Man!"

"Actually, fighting back is kind of the point of a fight." Peter noted. He retracted into a thoughtful pose, recalling the earlier portions of the day. "In fact, I was just having this same conversation with a guy over on—yipe!"

Spider-Man collapsed at the knees on reflex, falling backwards and nearly onto his back as the charging villains tail shot right where his pelvis was a second earlier. "Oh, that's just low!" the hero seethed, flipping his body to the right and up to stand and balance on the tail itself. A flurry of webs weighed down its tip, forcing it into the ground and keeping it there for a precious moment. Peter ran full-tilt up the length of the appendage as Mac desperately tried to free it. The crook brought up his hands to guard, knowing the inevitable beatdown was coming.

Oh, I will be having NONE of that mister!

A powerful axe kick swiped away one fist just in time for his body to lean forward and deliver a stunning haymaker into the Scorpion's left eye. His head reeled from the blow, being jetted away from the fist and propelling his entire body back a step. As Spider-Man kept going, he used the forward momentum to flip in the air, bringing the heel of his right foot down straight onto Gargan's skull. Another hit there was not in his best interests right then, and elicited a cry of pain by the time Spidey hit the floor.

The hero wasn't done yet, and dug in with a fast and furious array of punches. The head was Mac's weak spot, always was, and he needed to wear him down there to strike a K.O. and end this tango. Hooks, jabs, uppercuts and backhands peppered the bigger man, still too disoriented to fight back. After more than a dozen, maybe twenty such strikes, Spider-Man did a full backflip, driving his foot right under Mac's chin as he went by.

Landing on his feet once more, Peter watched on with a little pride—okay, a lot of pride as the giant went lurching back, utter pain and confusion showing on his face.

Spider-Man did a little bow to his bruised opponent. "We thank you for choosing the Hurtin' Express as your mode of transportation this afternoon; all passengers, please depart and transfer onto the nearest police cruiser to continue your expedition."

Blood trickling down his chin, Scorpion's head lolled back for a moment… then snapped back, smiling viciously at the tiny Parker boy. "Cute, kid. Reaaaaal cute."

Peter heard a sound like shattering rubble and snapping cable behind him.


The broad side of Scorpion's tail hit Spider-Man, hard. The web-slinger was catapulted into the front row of seats, sending them flying as he himself barely gained his senses in time to land feet first on the silver screen. He took a deep breath, thanking his luck as he stared down the attacker. He braced for another charge.

"Ha! What's the matter, bug boy?" asked the Scorpion. "No more funny jokes?"

Peter responded by massing his forehead again and whining, "Aw, babe, we gotta do this now? I've got a headache… maybe next week? Or in twenty years, after your jail sentence is up?"

"The only time I'll EVER go to jail is so I can show off your head on a plaque!"

"Wow, harsh." Spidey said deadpan. "Have you considered the possibility that your love of decapitation stems from abandonment issues?"

Two thwips later, and webs were on the back wall of the theater, on either side of Scorpion and significantly above him.

"Maybe you fear that Daddy didn't love you enough?"

A quick tug back for the necessary resistance, and the one-man Spider Cannonball impacted against Scorpion's stomach. Spit, a dab of blood, and some material Spider-Man didn't wish to ever think about went spluttering from Scorpion's agape mouth when he got hit. The villain was carried back a far ways before Spider-Man finished transferring all of his momentum. Scorpion moved on his own, barreling and rolling as he impacted every little obstacle in his way between him and the wall. His journey was a rousing success, hitting that wall with the force of a grenade. Chunks of wall, ceiling, and pure exploitation film schlock showered him as he shakily stood back up. He scowled, pure hatred on his face.

"That is IT!" he roared, clutching the newest dent in his armor. "You have beaten, battered me, and bled me—"

"Do I look like an old-school physician to yo—"

"SHUT UP!" he roared, desperate for just one moment of peace. "You're a constant gnat buzzing around in my ear, and I'm sick of it! Freaking sick! You're a bane on the entire criminal world, and tonight I'm gonna rip your guts out so hard and so fast, the shock'll never leave your face! The whole world will see Spider-Man, terrified like a little child in his last, pathetic moments! AHAHA—"

"I've heard enough."

And then, Peter saw him. Scorpion did too. He hadn't just been hiding—he flat-out wasn't there. But he appeared between them, as if he'd just materialized from nowhere. He was taller than Peter by at least a full head, and more defined in musculature. His costume was darker in color, and the arrangement of the red on blue was different; but it was no question, that he was dressed like SOME kind of Spider-Man. And, this was the part that scared him, he sounded a bit like the genuine article too. A lower, harsher voice, but the tones he recognized as his own were in there somewhere.

Oh, lord help me; it IS a clone.

If this was a clone, though, he was not inexperienced by any means. He extended both arms, and his web-slingers came to life. A trio of lines from each snapped into life, grasping each of Scorpion's limbs, and then his face for that added humiliation. With a groaning strain, this second Spider-Man pulled back with all his strength. Scorpion was swept straight off of his feet, being pulled straight up into the ceiling and getting dragged along the top. Chunks of building material were tossed around like bits of confetti, there was so much of it. At last, Scorpion passed over Spider-redux's head, and with a second yell and a second yank, the webs contracted, and sent the crook heading straight down to earth for a powerful impact.

He hit the screen, and smashed with tremendous force. Scorpion's armor nearly shattered from the force of it, and he slid down to the ground. The second Spider-Man wasted not a second of time, and Peter could only watch on in awe as he jumped halfway across the theater, landing next to the dazed villain. His arms wrapped tightly around the cybernetic tail on his suit, and tightened their grip. The metal crumpled like a sheet of paper, and when he pulled the entire appendage was wrenched away. Only a sparking mess of wires and leaking fuel lines were left where the tool of death had once been. The Spider-Stranger grabbed Scorpion by his shoulder and flipped him back into the ruins of the front row seats, on his back and trembling in sheer terror.

The newcomer crouched down, looming over him as the man trembled, waiting for the inevitable beating. This Spider-Man raised his fist, ready to strike…

And came instead with a two fingered poke to the Scorpion's forehead. Mac's eyes opened, confused for a moment. He stared, and the corners of his lips trembled as they dared to form a little smile. Just as it reached its peak, and he seemed ready to laugh, of all things, the real effect kicked in.

Peter couldn't tell what, precisely, was happening. It seemed like some kind of chemical reaction, or perhaps an electrical shock. Jolts went up and down Scorpion's body as he jittered, shook, and convulsed in pain, before at last going limp. He took a step closer, observing the damage as the other Spider-Man stood up, dusting himself off.

"I'd forgotten how tough Scorpion could get, when he got desperate." The stranger murmured, checking his limbs as if he were scanning for injuries. "But you handled yourself well."

Peter barely heard him, focused on the limp body of his rogue. He glanced over at his counterpart. "Hey, don't mean to sound unappreciative or anything, but… what the heck did you do to him?"

Spider-Redux stared at him, his smaller eyes still in the recognizable—trademarked, even—Parker stare of disbelief.

"A Venom Strike." The other him explained. "You… don't have that?"

"Don't even know what it is." Peter admitted, shrugging his shoulder. The other Spider-Man, shook his head, burying his face in a palm as he whispered.

"How did you even last this long?…"

That set something off in the smaller Spider, who caught the other's attention with a wave. "Okay, yeah, thanks for the help and all, taking down the villain I mow like grass every two weeks. Saved me some trouble, but—you come around wearing my costume, using my powers, but more, I guess? And now you're doing that cryptic 'Ooh, I'm mysterious and will vaguely reference plot points yet to be revealed' schtick."

He used spooky waggling of his fingers to illustrate that last part.

"Can you please tell me who you are, and what you're doing here?"

"It should be obvious." The other told him. He crossed his arms, and nodded. "I'm Spider-Man. And I came here for you."

"Really?" the littler one asked, his body language growing more excited with each passing second. "Because if you're going to teach me that Venom Stroke thing, I take back everything I just badmouthed you on—"

"No." the other corrected. He pointed a finger at his younger name-sharer. "Not you, Spider-Man."

That same hand them came up and grabbed hold of the larger Spider's mask, slowly pulling it off to reveal his face.

It was old. That was the word Peter immediately thought of. Ten years older than him, at the least, and that was before counting what seemed like stress did to him. Lines on the sides of his mouth, and wrinkles forming on his forehead; a terrible, scarred gash on the right side of his face, going from the temple to his jawline. What looked like bullet pockmarks on the left side of his chin; and a streak of his hair thinner, growing from a burned section of scalp that never fully healed.

But even then, his eyes, dulled as they were, were familiar. His nose, his whole face, it was all so familiar.

It was his face. Peter Parker was looking at Peter Parker.

"I'm here for you, Peter."