"Thanks Liz. That was a lot of fun." Mary Jane says to Liz Allen as they walk down the street.

"No Problem. It was good to just have a night out with friends and just take your mind off all that's going on."

"I know what you mean. This is just crazy. But at least we can all just relax for now." As they walk to the home of Mary Jane's aunt they spot a police car outside. They head in and see two officers sitting at the dining room table with her aunt Anna. "Aunt Anna what's going on?"

One of the officers stands up. "Are you Mary Jane?" she nods. "We need you to come with us."

"What's going on? I haven't done anything wrong."

"We can talk more down at the station." He says as he moves her out to the squad car.

In downtown Manhattan a disguised Sally Avril sits on the couch in a fancy apartment next to an older man. She lays on him as the two kiss. "You know what I love about you?" she asks

"What's that my dear?" he asks

"You're a lot easier to fool than the last guy." She says as a tendril comes from her back slipping behind the man and knocking him out. She then scans his brain and gets up, heading over to a safe hidden behind a picture. "You rich guys really like these things don't you?" as Scream she pulls the safe open and begins to pull the money out.

"I hope I'm not interrupting anything. If I am, all the better." Gwen says standing at the door. "You have something I need."

"Yeah a brain apparently." She says as she rushes the girl. Gwen simply throws a small disk in front of her. When Screams steps on it she instantly stops yelling out in pain as the symbiote writhes. She falls to her knees in front of the girl.

"Sonic device, emits high-frequency sound waves. Peter was right you really don't like loud sounds. Not too surprising though. It comes from the vacuum of space, not too much sound out there."

"What…do…you want." She says weakly as she attempts to stand, to no avail.

"Revenge, revenge for my father. That's why I need you."

"We're not cheap." Scream says with a slight pained smirk.

"Not you, it. Peter says you can understand me. Join with me, let me be your host and I'll give you a hate you've never felt before."

"You think you can separate us? We are…what?" Scream says as the suit glides off of her over to Gwen. "Where are you? Get back here, we're the perfect team!"

"Sally, why am I not surprised?" Gwen says as the black creature joins with her. "You can call me Agony. See you around Sal." She says as she swings out the window.

"Hey Gwen, it's Peter, again. Really wish you'd pick up the phone. I just wanted to talk about, you know." Peter says pacing the floors of the hideout as he leaves his message. As he hangs up Fire Star enters.

"Peter we have a problem. Mary Jane's been arrested."

"What? What happened?"

"I don't know they said she was involved in some kind of robbery a few days ago. This doesn't make any sense Peter."

"She was missing for a while when were guards for Fakkadi. But why would she do that?"

"I'm not sure, but the officer said that several of the employees from F.E.A.S.T. were involved." As they continue their conversation Frog-man enters, his suit badly damaged as Patrick and Vana help him in. Peter quickly pulls his mask on. "What happened?"

"Went to a hiring rally for Mr. Negative, thought I could dissuade a lot of the guys from joining. As you can see it didn't turn out that well."

"We…we should go." Vana says as the two clones dash out the exit.

"Wait!" Fire Star shouts as they leave. "Where are they going?"

"No idea, I just hope they stay out of trouble. But I think we have a slightly bigger problem." Frogman says pulling his helmet off. "Mr. Negative and his boys are preparing for a final throw down with the mafia. There's something big coming in the next couple of months, but right now both sides are getting as many players as possible."

"That does not bode well for the city." Spider-man says. Just then he gets a call on his cell phone. "Hello. Wait, slow down. You saw who? Where? Okay we're on our way." He hangs up. "That was Prowler. He spotted the symbiote headed down town."

"Scream?" Fire Star asks with concern.

"Don't think so, he said it was black. You don't think it's…? We should definitely hurry."

"Yeah you guys go ahead. I think I'd better get to the hospital." Frogman says as the two depart.

In the middle of Manhattan, Hobgoblin soars over the streets as he sees a group of men in black suits on a roof unloading several cases from a helicopter. "Ooh, looks like pay day comes early." He swoops down on the glider, reigning bombs down on the group. As he sweeps back around he notices they do not scatter. As he gets closer he hits his neck on what appears to be a clothesline that knocks him off of his glider onto the roof as the group and helicopter vanish. He lays flat on his stomach as he looks around and sees a black figure jump down in front of him.

"Well well, I have to say you are as predictable as I thought." Agony says as she approaches the goblin, forming her hand into a sword. "Now it's time for you to suffer like I have."

"Eh, I'll take what I deserve. But, just for the record, who are you?" Hobgoblin says with a smirk. An enraged Agony lunges at him stabbing the blade into the ground as the goblin narrowly avoids the blow. He jumps up and fires his finger blasters at her before jumping back onto his glider, circling around her. She pulls her arm free and jumps at him. He avoids the attack and keeps dodging any blow she tries to deliver. "You wasted my time with this anti-climactic show down? I really thought you'd do better."

"Oh don't worry I have." She hits a switch and the area around the two changes into a jungle landscape. The goblin looks around slightly panicked as he has lost track of the girl. As his glider hovers backward he is startled by an explosion from behind, forcing the glider forward as another explosive goes off in front of him. Several more explode around him, forcing him to move across a set path, otherwise risking the possibility of being blown to pieces. "Are you afraid? Good, I knew Mysterio's tech would come in handy. You know none of this is real but it really doesn't matter. You're playing my game now. And it's time for my favorite part, sudden death." She lunges out from one of the bush holograms and knocks the Hobgoblin off the glider, pinning him to the roof of a building as she prepares to finish him.

"Gwen, don't do it!" Spider-man says as he, Fire Star, and Prowler land down on the roof as the holograms disappear.

Agony looks up at the group as she still holds her bladed hand to the goblin's throat. "You said you didn't want to get involved, so I handled things my way. Now if you don't want to get hurt, get out of the way."

"Trust me, as much as you may think you won't revenge, you don't want to give in to it." Prowler says

"You don't get it do you? It's not vengeance it's justice."

As the group argues Hobgoblin uses the distraction to blast Agony in the face with his finger blaster and takes off on his glider. Agony recovers quickly swinging a long tentacle arm at the heroes, knocking Prowler to the ground. She then jumps off after the goblin.

"Are you okay?" Fire Star asks Prowler who gives a nod as the group gives chase.

They weave through the streets as Agony closely pursues Hobgoblin. "How about trying these on for size?" he throws a volley of pumpkin bombs at the alien suited girl. The explosion obscures the view behind him as he laughs maniacally. She then emerges from the smoke still hot on his heels.

Fire Star is ahead of the two others as she attempts to reach Agony. "I don't want to hurt you Gwen."

"You won't get the chance to." She says as a small device appears from below the suit. It fires a small white sphere onto Fire Star that extinguishes her flames as she tumbles out of the sky. "I got you." Prowler says as he snatches her from mid-air and the two crash through a window of a nearby restaurant, the customers looking on in disbelief. "Uh, table for two please?"

Spidey continues alone as the two ahead of him close the gap between each other. Hobgoblin looks back as Agony approaches from behind. "Oh give up already." He says emptying his arsenal on her, doing little good as she and Spider-man behind her dodge the attack. As the goblin turns a corner, Agony maneuvers in front of him and kicks him onto a nearby roof. He crashes the glider, this time completely destroyed, as she approaches him, a gun in hand as she point it at his head.

"Got any more jokes clown?" she says as he scrambles to his knees.

"Please, I beg you. Don't kill me." She puts the gun to his forehead and prepares to pull the trigger. "Gah, please just give me one last request." As he pleads her phone rings. "You should probably answer that." he says nervously.

She peels back the symbiote from her face as she slowly answers her phone with her left hand, her other hand holding the gun that is still trained on the villain. "Hello." She says as she answers. Her eyes open wide. "I…I understand." She says as Spider-man lands down.

"Gwen stop, please." He says as she whirls around and shoots him in the right wrist. "Ah, what are you doing?"

Hobgoblin throws a razor bat at the hero that swings around and cuts the backs of his knees as he falls to the ground. "She's playing for our team now. Good old fashioned brain washing did the trick. And now Miss Stacy, if you would be so kind, I do have a schedule to keep." Gwen obeys his orders without question and takes aim at him.

"Gwen, please you don't have to do this. I'm sorry I couldn't save your father. But please, don't do this. It's not what he would have wanted."

She stands there for a moment, sweating as the gun shakes in her hands. "Now Miss Stacy!" she continues to hesitate, finally dropping the gun.

"That's my girl." Spider-man says. Just then a shot fires through Gwen's chest and she falls motionless on the ground. "No!"

Hobgoblin stands up, blowing the smoke from his finger. "Well that was a disappointing show. You know you really are terrible at this hero thing. I mean, you fail to save the officer, and then you let his only child go on a mad quest for revenge and let her die. I hope I'm not crossing too many lines but you suck." He says laughing as Spider-man clutches Gwen in his arms. He then leaps up tackling the goblin and begins mercilessly punching him in the face.

"Spider-man, stop!" Prowler says as he lands down on the roof and grabs the other hero by the wrist.

"Let go!"

"Not until you calm down. I know this isn't easy but I need you to calm down." As Spider-man relaxes, Prowler relieves his grip and the two walk over to the half-conscious Hobgoblin and pull his mask off, revealing Norah Winters.

She looks up and stumbles to her feet, her face bruised and her nose bleeding heavily. "Sp…Spider-man? What's…what's going on? Where am…ah." She almost falls over the edge of the building before Prowler catches her.

"Ms. Winters, you have some explaining to do." Prowler says.

"What happened to me? I can't remember anything. I was in my apartment and then everything after that is a blur." Norah says.

"Wait here." Spider-man says angrily as he and Prowler head to the other side of the roof.

"Spider, I know what this is." Prowler says. "Whoever did the whole mind control thing to me must have done this to her. It's the only explanation."

"You really believe that?" Prowler nods silently in answer. "So what we just let her get away with murder?"

"It wasn't her fault. It's not right to blame her when someone else was pulling her strings." Prowler says as Spider-man gives him an angry glare. "Don't give me that look. It's the exact same thing as what happened to me. So if you're going to blame her for what happened to Gwen then you might as well do the same to me."

"Fine then what do you want to do with this?"

Prowler explains to Norah at length the events of the past few weeks. "I don't believe this. I couldn't have…I mean I didn't." she falls to her knees crying. "What do I do know?"

"Listen to me carefully. I'm not going to turn you in. None of this is your fault. But you're wired in the brain to be someone else's puppet. Take this." he hands her a card. "Go to the address and check yourself in under a nervous breakdown. They'll get you the help you need."

"Wow, I can't believe this. In three months, I've gone from reporter to super villain psychopath to mental patient. Must be some kind of record." She says remorsefully as tears roll down her face. "Thank you."

A week after Gwen's funeral Peter is in is room packing his bags as Liz watches. "You're really leaving Peter?" she asks him.

"I just can't be around here for a while, okay. Anyway, this Xavier school needs a few trainers, and this summer is as good a time as any to see what this place is like."

"Peter, come on, you know what Frogman said. These bosses are preparing for something big. This is the worst time for you to do this. The kids are nowhere to be found and Mary Jane is locked up for something we're not even sure about. I know how you're feeling about Gwen, but running away isn't the way to handle it."

"I…I have to go. I trust you can handle things for the next few months." He says as he packs his things and carries his bags down stairs where the taxi is waiting. He rides off leaving Liz in disbelief. As she heads to the HQ she receives a call from Hobie. "Hello."

"Hey Liz." Hobie answers.

"What's going on?"

"I know Peter is leaving town for a while. The thing is, I am too."

"What?"

"Listen Liz, this thing in my head it's making me dangerous to be around. The last time I attacked Mary Jane, then you guys. How long until I hurt Mindy or one of the kids at the center. I know it's going to be hard but I need to take some time off. I'm going to stay with my brother Abe in San Diego for the summer. He said he and his friends could help me get control and get some training while I'm at it."

"Alright Hobie, just be careful out there and I'll see you when you get back." she hangs up the phone and continues on her way. As she heads inside the hide out as Fire Stae she sees Frogman in his civilian identity gathering his things, wearing a cast on his left arm and bandages around his head. "Eugene, what are you doing?"

"This hero things been fun and all, but I just don't think it's for me."

"What are you talking about? You've done some great stuff for the team."

"Seriously, since I've met you guys I've been beaten, battered, bruised, thrown from a moving vehicle, nearly drowned, and blown up. Add that to the fact that no one on this team trusts me and yeah I'm done." He puts his things in a duffle bag and puts it over his good shoulder.

"Spider-man and Prowler are already leaving town. I could really use your help."

He stops in the doorway. "Then all I can say to you is this: Danger always strikes when everything seems fine. Let the bad guys think you've given up let them get comfortable. Then strike when the time is right."

"Eugene please don't go." She says pulling her mask off. "And my names Liz."

He looks back at the girl smiling for a second before looking away. "Thanks for putting your faith in me. I'm just sorry it was misplaced." He says as he leaves the building.

Liz plops down on the couch wondering what to do next. She thinks back to all the good the team had accomplished and now they've all gone their separate ways. "What are you gonna do Liz?" she asks herself.

"I think I might be able to help." Liz looks up on the ceiling to see what looks like a white version of the symbiote. "Call me Anti-Venom."