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Peter was so absorbed in planning that he didn't actually make sense of what she was saying until a few seconds later. "Huh? ... Oh. Yeah. Well... Gwen is with Kitty, so she should be alright. I haven't been able to get in touch with anyone else. Hey, MJ? How do you feel about hanging out in Metropolis for a while? Superman lives there!" he added enticingly.

Spidey blinked. "Oh. You haven't been around at all, have you? ... Um... Yeah... I'm not really sure I can explain this, but--" He stopped in mid-sentence as his spider sense tingled unpleasantly. What was it now? ... Well, who or whatever it was, they were just watching at that point. So... He'd pretend like everything was normal. "Um... I was just hanging out with Superman, the Flash, and a 35 year old version of myself from another reality. Questions? Comments? Concerns? Mental breakdowns?"

"That's why everything's kind of gone to hell," he said, feeling oddly embarrassed to be saying this stuff out loud, despite the fact that he was keeping at least half of his attention on whoever was STILL staring at them. They were keeping pace, too. ... Maybe it was the person with the military grade knock out darts? ... He had to get back to everyone else. "Look... I--"

Right about then, his spider sense SCREAMED. Immediately, he somersaulted in midair, yanking MJ around to his other side as he did so. Something orange went sailing by... and then EXPLODED. Unfortunately, Peter really didn't have time to process that, because there were more of them. Lots more. Something was firing at him... And there was no way that he was going to be able to dodge everything while holding Mary Jane.

Quickly, he twisted to avoid another bomb, and used his momentum to unceremoniously toss his girlfriend into the open window of an obliging office complex. Then he pushed off that wall and flipped around to see... A guy. In a green rubber mask. On a glider. He was cackling like one of those villains in 80's cartoons. "Um... aren't you precious? Unfortunately, you're about two months early. And, you know... chucking bombs at people. That might make a dent in your candy haul; I'm not gonna lie."

"Luckily," the weirdo responded gleefully, "I'm more interested in spider legs than candy bars!"

"Um... Ew?" Spider-man responded, flipping to avoid three more bombs. "Although... I kind of like those orange circus peanuts, so I'm not really one to judge."

"Oh, this is PRICELESS!" the freak in the mask cried, chortling, "Now, let's see; how is this supposed to go...?" Bullets shot out of the front of the glider, and Spidey shot a webline up to avoid the spray.

"Are you asking for my opinion? If so, I think you should take off the stupid mask and go home. Really, buddy. Consider this an intervention. Purple and green should never mix." As he spoke, he attached a webline to the bottom of the glider, swung under it and up towards the colorblind imp's head.

His feet were inches away from connecting when his adversary reached back--without even turning around to look- caught him by the ankle, and swung him around... into a brick wall. His head connected first. It hurt. "Ah, now I remember. This is the part where I systematically break every bone in your body."

Through the thick white haze of '...OW,' it occurred to Peter that something was not quite right about this situation.

A split second later, when most of the white out had gone away, Spidey reached back, yanked two bricks out of the wall, and brought both of them around to slam into both sides of the imp's head. The man reeled back, his glider falling for about 100 feet before he got it back under control. Luckily, this gave Spider-man a chance to drop the bricks, grab the wall, and get his head to stop spinning like a tilt-a-whirl. "Nice job breaking every bone in my body by letting me hit you in the temples with bricks! Very clever; I never would have guessed at the truth behind your sinister plot!"

The eyes behind the mask narrowed. "Why, you..." he hissed.

Spider-man's eyes widened. "... Running now." The next second he was running up the wall, the glider right on his tail. At the last possible second, he flipped up, over the passenger's head, and down. He sent a webline toward the man's back, yanked...

And then his spider sense went off. The next second, HE was being pulled straight into a punch. Stars literally seemed to be flying over his head. The next thing he knew, the man had him by the throat. "You," he snarled, "Are just a KID." Punch. "I'm going to KILL--" Punch. "You slowly, I'm going to enjoy every last SECOND--" Punch. "Of it, and there's absolutely NOTHING--" Punch. "You can do about any of it."

The Goblin spent the next minute hopping around on one foot and yelling. Unfortunately, the only thing that Spidey could manage to do during that time was to drag himself into an upright position. Finally, the Goblin turned, his teeth bared in a feral grimace... or grin; it was difficult to be sure. "I am," he growled, "Going to take you apart." Limping painfully over, he pulled out a pumpkin bomb. Spider-man simultaneously tried to get himself into a standing position and failed miserably. "Farewell, Spider-man!"

"Have fun getting home on your glider, Gimpy," Spider-man spat back.

"Oh, I will. I was actually thinking about taking your little girlfriend on a field trip. Let's say... to the Brooklyn bridge?"

... That was it. This was... HE was...OSBORN. Peter didn't know how; he didn't know what the stupid mask was about, but it was HIM. The next think he knew, he'd sent out two strands of webbing toward the man's uninjured leg and pulled. The Goblin went down with a yell, and Spidey was right on top of him, punching. No kicks, no fancy gymnastics, just whaling on the man's face and torso with everything he had. "Why?! WHY. WON'T. YOU. STAY DEAD!?!?!?! WHY?!?!!?!"

Goblin floundered for a few seconds, trying to get the kid off, then brought his hands up to close around his neck, but it appeared that his adversary was simply past caring. As a last ditch effort, he brought a smaller pumpkin bomb up by the boy's head and detonated it. Within seconds, the air around the both of them was thick with acid green smoke. Spider-man dissolved into surprised, helpless coughing within seconds, and collapsed only a moment or two after that. Goblin gingerly got to his feet again, glaring at the still figure. That had been MUCH closer than it ought to have been. He was just a damn kid.

'Thwip' ... Thwip? Spider-man. That was okay, he was staring right at him, and he was unconscious. 'Thwip' ... Wait a second, that didn't make any sense... Goblin had just enough time to turn part of the way around and think, Oh, no. Then he was being knocked clear off the roof by his obnoxious arch nemesis.

He fell for a good three or four stories before his glider caught him, at which point he realized the extent of what the younger Spider-man had done. He could barely STEER with that ankle. Oh, well; he could just kill them later. Separately. Or he could just continue with the framing thing... and then kill them. Either way. Norman Osborn didn't consider himself to be a terribly picky guy; he just wanted a dead Spider-man, along with limitless power in the most convenient way possible. Was that too much to ask?

Of course not.

In order to buy himself some escape time, he floated back up to the level of the roof, calling, "I was wondering when you were going to show up! I have to admit, when I first realized that this was an alternate reality thing, I didn't expect to get a two for one. He's like YOU... when we first started this lovely game of ours! Really takes you back, doesn't it? Well," he added, "I hate to just throw bombs and fly off, but... Oh, who am I kidding?" He cackled, firing the rest of his stash of bombs directly at the motionless teenager, "I LOVE it!" Without waiting to see what Spider-man did, he sped off, doing his best to keep his glider under control despite his broken ankle.

{Exit Green Goblin to Unknown}