"Consider this an educational experience, Invader, and don't think we don't empathize, 'cause Morlocks and Sewer Dwellers know real well how it feels to be helpless, defenseless, hunted-"

The blade gleamed in the gloved hand…

"-and then to die painfully, alone, in the darkness..."

Spider-Man fought to clear his head, to at least think as he watched the figure of Mandrake slowly advance on his helpless body. Despite how many bullets he'd dodged in his career as a crimefighter, despite how many blows he'd ducked, he knew he would not be able to put up any fight whatsoever against that knife. He felt far too sick, even drugged.

'Whoever this 'Mandrake' is, this disorientation is his doing…' Spider-Man thought, struggling in vain to at least sit up. His limbs merely kicked uselessly, like a hurt deer upon the side of the road. 'He must be a mutant, one of the surviving Morlocks I've heard of that've remained with the nonmutant sewer dwellers. Not supposed to be here… From what I heard, the City kicked them out.. but that's neither here nor there. He has me completely at his mercy… and unless I can talk to him-'

Spider-Man stopped there. He didn't want to think about that. He opened his mouth, trying to speak intelligibly to be understood by the sewer dweller.

"…I haven't done anything to.. you or your people, Mandrake… Heck, I've helped you. Several times.. "

"Lies, Invader. You'll speak them no more-!"

The knife was raised to stab, but a hand caught the wrist of the growling Morlock.

"Wait!" said the hand's owner. Spider-Man blinked, trying to see his rescuer. The intervening man was cloaked in rags, but the deep purple hue of his hand made Spider-Man remember. He had never learned the old man's name, but this Dweller had been there when Spider-Man had met these people before- When they had been led by Morbius!

"He speaks truth," the old man said. "He is Spider-Man, Mandrake. And he has done nothing but good to our people! Remove your hold over him!"

"Good? What good has an Invading Surface-Dweller ever done for our people, Strider?!"

"Don't let simplistic, vengeful Hate overwhelm your mind, Mandrake! Listen, instead! You and your fellow Morlocks were not among us then, but our people were once led by Morbius the Living Vampire! Every day, my people were made by Morbius to go out to the Surface World and slay a man for his supper! It was only through Spider-Man's intervention and shattering of Morbius' delusions that my people were freed from those grisly duties! We owe him much!"

As Strider talked, Spider-Man felt the intoxication slowly leaving him. His vision began to clear and his sense of balance, of Reality itself, returned. Strider reached out with his purple hand and took Spider-Man's, pulling the webslinger to his feet. Spider-Man still felt dizzy, but even that was beginning to wear off.

For the first time, Spider-Man could see Mandrake clearly. At first, he thought the man was simply very pale, but how could a man who's face was obviously African-American be white? As Spider-Man looked up into his pinkish eyes, he realized that the Morlock was an Albino. There was little else that stood out about Mandrake. He was devoid of any hair whatsoever, and wore the scavenged rags that every Morlock was forced to wear. He held a knife in his hand, still pointed threateningly at the webbed hero.

"Spider-Man. It's good that you've come…" Strider was saying. "Men from the surface attack us!"

"Those gangsters?" Spider-Man asked, rubbing his temples.

"Yes. They are well-armed. The several Morlocks that we have accepted into our clan have not been enough to beat them away from our homes-"

"That will change!" Mandrake growled, holding up his knife to illustrate the point. "At this moment, my Morlock Guard is-!"

"Losing!" Strider hissed. "And badly!"

Mandrake was silent at this, his pink eyes burning with rage and perhaps shame. Strider turned back to Spider-Man. "One man leads them, Spider. He calls himself 'Legerdemain' and crushes our men, women, and children as he sees them! You must stop him!"

"What does he want here, Strider? Is this another Massacre?"

"I do not know, Spider-Man… He has not asked of us anything, nor spoken anything but insults and degradations as he has slaughtered my flock. You must stop him. You must."

"I'll do my best, Strider. Fighting these kind of guys is what I do."

"Take Mandrake. He will lead you through the tunnels."

"And as you have seen, my own abilities are formidable," Mandrake added, frowning deeply. Spider-Man sighed. The Albino Morlock obviously wanted to keep the "invader" in his place and wasn't about to brook any sort of challenge from Spider-Man, real or imagined.

'From what I can gather, Mandrake here is the head of the 'Morlock Guard',' thought Spider- Man. 'They protect Strider's people, in exchange for acceptance into the clan. That means that Mandrake's pretty much the number one guy around here, but Strider's treating him like my tour guide, and he's resenting me for it. If I'm not careful, Mandrake may think me a lot more trouble than I'm worth… and if I'm going up against this 'Legerdemain' fellow, I don't need to be worrying about him!'

"Alright, sure," said Spider-Man slowly, looking to Mandrake. "How about it, Chuckles?"

"I hope that you can keep up, Spider," Mandrake said, sheathing his knife. He turned and was immediately running, dashing through the tunnels at top speed.

"Good luck, Spider-Man!" Strider called as Spider-Man leaped, easily overtaking the Morlock.

Strider watched them leave, smiled… Perhaps, just perhaps they would-

"Hey, Freak!"

Strider turned, his eyes widening as he realized that one of the gangsters had regained himself and taken out a spare pistol. Strider opened his mouth to speak, felt bullets enter him, and fell dead.

"That is only one of them! And where is the Spider-Man?" asked a gangster.

"I do not wish to know! It is enough that he is gone. Let us escape."

"We are done here?"

"With the Spider-Man present? Yes, Sergei. I believe we are done. Legerdemain told the Boss that his lackey 'Pinpoint' would make sure no superheroes would be present… and he has apparently failed to come through with that promise! We leave!"

---

Angela Stoic stood as the doors opened and Kari Kline was escorted out of the cell area by the police. Finding the money to post bail for Kari had been one heck of a job. Until the court date, she'd be on quite a budget. It wasn't important at that moment, though.

'Not with a look like that on Kari's face,' Angela thought. "Kari-"

"Angela! Oh, it's so good to see you!" Kari cried. They hugged tightly for a moment, parted.

"Can- Can we leave?" Kari asked.

"I finished the paperwork. Let's get out of here."

"Good meetin' you, Angela," one of the younger policemen said as they left. Kari looked back as they walked down the police station's steps, then back at Angela.

"You know them?" she asked.

"No… His name's Jerry and- er, look. It's not important right now. I want to talk about you. Are you alright?"

"I think so. I talked to them, Angela. I'm not sure if it was a good thing to do. I heard somewhere that you shouldn't talk until after you've spoken to a lawyer, but after these last few days, I'm just so tired of it all-"

"It's alright," Angela said. 'Geez… The girl's about ready to break down.'

"How's Mom?"

"Oh. She's- She's fine. Listen, Kari… Maybe you should come back to the apartment. It might not be a good idea for you to-"

"No! No. Thanks, Angela, but- No, I'm going home. Mom needs me. I need her… This is going to a pretty difficult time, and I think I need to be with friends-"

"Kari… I don't think you are."

"What?"

But Angela refused to elaborate. Why? There was nothing she could really do to describe it. She only waited until they had made their way back to Kari Kline's house, waited as she made her way around the back, and waited while Kari stared up, tears in her eyes, at those great, big, black words upon the side of her house.

Kari fell to the grass, and Angela was at her side in a moment, talking. "Kari, I promise I'm going to look into all of this as Quiver. Just give me a little time and talk to your mom. You're right. She needs you. OK?"

Finally, Kari nodded and entered the house, embracing her mother. Angela only waited outside, listening to them as they talked…

"Mom! Mom, it's so good to see-!" "Oh, baby! Are you alright? Are you-?" "I'm fine, Mom. I'm fine." "Sit down… You should sit down. Oh, baby, you look horrible. Let me fix you something- I don't have much. I'll go to the store tomorrow, I promise.. I was going to go tonight, but someone- They slashed my tires-" "Oh, Mom…"

Angela began to head back for the bus stop. 'Tires slashed. Graffiti on the side of their house. God, doesn't she have enough on her mind? I'm going to find out who's doing this, even if it isn't the glamorous superhero's work. I'm going to. Until I find them, though, I just have to pray that Kari holds up under the pressure… and doesn't do anything foolish herself.'

---

He rang the doorbell and yawned as he waited. Ben Reilly could hear footsteps behind the door. A moment later, Mary Jane opened it, and again she smiled before realizing who it really was.

"Oh! Hey, Ben. Come on in," she said.

Ben smiled and entered, but he was a clone with a lot in common with his original, and he knew just as Peter would have that Mary Jane was worried. 'She's waiting for you to come home again, Peter. She loves you, she accepts your being Spider-Man, but she can't help worrying. What time is it, anyhow? How long has it been since she's known you're alive?'

"Peter's not home yet," she said unnecessarily.

"Oh, that's… fine. I just thought I'd stop by on my way home. Just finished up a date."

"Desiree?"

"Yeah. She's nice, once you get to know her. Really."

"I believe you, Ben," she smiled. "Are you alright? You look a little troubled…"

'Do I?' he wondered. 'Great. It shows. And here I am unloading on a woman who's waiting for her husband to be declared alive… but- Maybe that's what she needs. Something to occupy her. Maybe she needs distraction. And if talking about me provides that- Well, heck. It's a win-win situation, right?'

"Well-" he began… She started the coffee.

---

"Which way now?" Spider-Man asked, his feet clinging to an overhead pipe. He looked in all directions and three different paths, all of which looked, to him, almost exactly alike. The gigantic complex of pipes and tunnels that truly lay underneath New York City were incredible. Some had been made by the Morlocks and Sewer Dwellers themselves. They'd made caves so that they had more space.

"We'll move down that pipe, take a left there, and… Just follow th'bodies," Mandrake answered without stopping. The albino was already racing in the direction he had indicated, almost as if he wanted to lose the hero.

"You and Strider… You're both far more advanced verbally than any dweller or Morlock I've ever met. Why is that?" Spider-Man asked.

"You mean to ask why we aren't retarded?"

"Hey! I didn't say that-!"

"Your sense of superiority displays itself, Invader. I'll answer your question. Strider's old… He's probably one of the only Dwellers left who remembers the Surface World. As for me, I was raised by Strider when he found me lyin' somewhere hereabouts, jus' after the Morlock Massacre. He taught me. God knows what reason, but he wanted me to be fluent and knowledgeable about your world. If you want, I can recite a bit'o Shakespeare for you-"

"Alright, hold up!" Spider-Man said, and with one leap of startling agility, he'd landed perfectly in front of Mandrake. The albino mutant barely stopped from running into the webslinger.

"I think we need to get a few things straight, Casper. I'm here to help."

"Of course ya are. You've jumped on down here, Spider, and now you can help… then ya can jump back up to your nice lil' house in the sunlight and leave us right where we were 'til your conscience is troubling you again."

"Where'd that come from? I know Strider didn't teach you that."

"No. Learned that on my own just fine."

"So anybody who has more than you do is automatically 'evil' somehow? And when they try to help, it doesn't mean a thing because they're still not on your level? Let me tell you something, Mandrake, there are a whole lotta people in this world who weren't born with a silver spoon in their mouth, and they aren't blaming the world for it!"

"Who else is there to blame, Spider? What has driven these people into hiding within the darkness, simply because they aren't pretty enough to fit into the world's little portrait?!"

"You haven't even given the world a chance, Mandrake, and I'm betting you haven't even been there. Have you?"

Mandrake was silent at that, just for a moment, enough to confirm Spider-Man's suspicion. The webslinger pressed on. "Well, guess what? The world hasn't seen the Morlocks either! Do you know how many people are up there who even know about your people? A few dozen with an obsession for the letter 'X'! And they're spread out all over the world! Maybe if your people would stop hiding from the world, you could be pleasantly surprised. Then again, maybe not. But you'll never know, will you? Because you're afraid to! You're afraid that there'll be no reason for that big chip on your shoulder that's kept you and your friends going all your life!"

Spider-Man turned, leaping forward into the black ahead of them. "There's a beautiful world up there, Mandrake, and my belief is that there's a place in it for everyone. But you're going to have to choose to be a part of it first… Now let's go kick some Legion-derriere!"

Mandrake only followed.

---

Deeper within the Tunnels:

"ARGH!" a gangster screamed as his gun fell into the lake of sewer water. He stared at his hands as they slowly withered to bones, kept screaming- and then, he was silenced by a bolt of lightning from the darkness. The mutant who had caused the withering turned to run, but a second bolt of power destroyed him where he stood.

"Useless!" Legerdemain hissed. "Another of our men fallen, Pinpoint, and these Sewer Dwellers only seem to be increasing in number!"

"Where did Sergei and the others go? Staccato sent at least several other gunmen!"

"Routed, no doubt, and exterminated! Away, Dogs!" Legerdemain cried. The ball and chain swung through the air again, sending another lightning bolt flying at the Sewer Dwellers. Their screams arose, giving peace for just a moment to Legerdemain's eyes.

"The man you killed was one of the last three we had backing us up!" Pinpoint said. "Maybe we should retreat, Sir… Come for the Steel Guard with more men, better-armed-!"

"Do not be a fool, Pinpoint. We've come too far now to pull away on account of human-sized rats. No, we are close to the Steel Guard, and the men Staccato sent to aid us were only meant to speed up the process," Legerdemain said, raising himself to his full height amidst the bodies gently floating in the black murk. His white cloak was stained brown with the sewer water and red with the blood of those who had desperately attempted to stop him from penetrating deeper into the subterranean community.

"If need be, Pinpoint, I will end every life that breathes the foul air in this maze," Legerdemain declared, raising the ball and chain high. "And the Steel Guard WILL belong to Legerdemain-!"

Suddenly, with a loud "thwip" in the stillness, a line of webbing wrapped itself around the ball and chain. With a yank, it flew from Legerdemain's white glow, splashing into the disgusting waters at Spider-Man's feet. The two villains turned. He waved.

"'Legerdemain', huh? I've heard worse," Spider-Man said. "How about you, Mandrake?"

"…" Mandrake commented, drawing his knife from its sheath.

"Er, right. Tell you what, Mandrake. How about I do all the talking? Good! It's a plan!"

"What? Spider-Man?!" Legerdemain hissed, the eyes narrowing within the black mask. Those same eyes turned, burning into Pinpoint with a frightening fury… "Pinpoint! Why didn't-?"

"I don't know!" Pinpoint gasped. "I 'tagged' Spider-Man with my tracking power, just like I did everyone else you ordered me to do! Every hero in the city! It can't really be him, or else I would know! It's impossible!"

"Nope. Just highly, highly improbable," Spider-Man said, leaping forward. As Pinpoint raised his gun, he suddenly wobbled on his feet and clutched his head, as if he was completely drunk.

'Mandrake's doing,' Spider-Man thought, sending his fist across Pinpoint's chin. The mutant fell into the murky, knee-high water with a loud splash. He did not stand up again. "C'mon, Legerdemain! A single goon and that's it? And he's only a one-hit goon, too!"

"You can't be Spider-Man… but whoever you are, you have made a grave error."

"I can't be Spider-Man? Well, OK, 'Demain. You've got me," the webslinger jeered, leaping onto one of the overhead pipes. "I'm really the Thing, but I guess there's no fooling you."

'I'm a little confused myself, though,' Spider-Man thought. 'I've never met Legerdemain or this Pinpoint guy, but from what I've figured out, Pinpoint can put some kind of tracer on any object. If he did to me, how did I- Wait! Of course! He must have done it when Ben Reilly was subbing for me as Spider-Man, during my trip to the future! Quite a nice piece of luck, but now's the time for me to make use of it. I don't know what this Legerdemain guy can do, but with Mandrake-'

"Alright, Mandrake!" Spider-Man yelled as Legerdemain's ball and chain suddenly lifted into the air. It hovered for a moment and then swooshed through the air, right back into Legerdemain's waiting hand! "Use your power!"

Legerdemain turned, the ball and chain whirling about his head-

"Er, Mandrake? Anytime now!" Spider-Man gulped. His 'Spider-Sense' suddenly buzzed and the webslinger leaped down from his perch, just in time to avoid what actually looked like a bolt of lightning! Spider-Man felt the heat as he landed. It had not been an illusion.

"He- He's resisting my power! It is not possible!" Mandrake yelled. Spider-Man sighed. Well, so much for being on a lucky streak. He'd have to bring down whoever this guy was, and do it the old-fashioned away. Well, he'd done it before.

"I really hope you've got more than just some lighting-" Spider-Man said, charging Legerdemain. "-because I've got news for you. I've clobbered Electro more times than I can count-"

"More than lightning, Spider? Certainly!" the masked villain answered, the ball softly swishing in the air. Abruptly, a white light burst forth from the iron ball, blinding Spider-Man-

'Me and my big-' the webslinger thought, and then he cried out in pain as his body was encased in solid ice, all the way to his very neck. "Yaaaaargh!"

"Ah. Much better, Spider. Now you scream," Legerdemain said, letting the ball simply dangle upon its chain. The battle had ended. "Now you feel the pain I wield…"

"Have you… ever had.. an ice cube put down the back.. of your shirt?" Spider-Man stuttered, attempting to keep his teeth from chattering too hard. "…Torture."

"No, Spider. What I shall do to you now-" Legerdemain said, raising the ball and chain once more, "-is Torture- AGH!"

Mandrake's knife stabbed into Legerdemain's ribcage all the way to the hilt. The cowled villain emitted a shriek as he stumbled, and the albino Morlock immediately followed up the attack with a fist across Legerdemain's face. Legerdemain fell backwards, and before any balance could be regained, Mandrake's foot had slammed into his stomach, hurling the villain into the brick of a wall. Legerdemain's body smashed against the wall, breaking through it, and he disappeared into the darkness behind it.

"Murderous Invader! I'll kill y'myself!" Mandrake screamed. He leaped into the hole… and Spider-Man found himself completely alone, save for the dead Dwellers that they had been unable to save. He attempted to move within the ice, found it impossible.

"Got to help Mandrake… Kid can't- can't win against that monster by himself…" he groaned. "..Test the ice, Pete… before it's too late.. Slowly start to exert pressure, testing.. Just testing.. Think about Mary Jane. Think about your wife-…. If you want to come home to her-"

The strength built, and the cracks began to appear within the ice's shining surface-

"-BREAK IT!"

The glass shattered in a burst of power that left Spider-Man within the warm sewer waters, his entire body trembling. He slowly stood, finding all of his muscles sluggish... began to lunge awkwardly, step by step, toward the hole that Mandrake had followed Legerdemain into.

'Did it.. Broke through the ice,' he thought. 'But every movement's an effort… Could be going into Hypothermia. Could even go into Shock soon. Not an advantage, especially against a tough customer like Legerdemain.. but Mandrake's young, inexperienced. Can't use his power against Legerdemain, and from what I saw of his attack, it's obvious he doesn't have any actual training in combat… He'll be slaughtered, Pete, unless you move.. Move… One step in front of the other… Come on..' Spider-Man entered the space, dropping down about ten feet into complete darkness. He landed, listened. He could hear the sound of movement, but the black was impenetrable, even to his already-adjusted eyes, and his 'spider-sense' would only warn him if he, personally, was in any danger.

He heard a groan of pain from somewhere ahead. 'Mandrake! He's close… and hurt-'

Suddenly, powerful lights switched on, blinding Spider-Man completely with their white glare! The buzz of the Spider-Sense! The webslinger jumped forward with all of the power he could muster in his chilled legs, barely avoiding the searing power of another bolt of lightning.

The webspinner landed, immediately placing himself in a ready position for another leap. There was no second attack. Only a loud, evil laugh that echoed through the gigantic, ancient room.

"Impressive, Spider… Truly impressive. The sudden change in illumination should have dazed you far beyond any hope of avoiding my attack. You are certainly more thrilling a foe than the pathetic wretch at your feet."

Spider-Man's vision was only beginning to clear, but a groan from his feet made him realize just how close he was to Mandrake's beaten form. He bent down, lightly shaking the Morlock in hopes of finding out if the mutant was still capable of fighting or, at least, running.

His vision improved more and more… and as Spider-Man looked up, the giant, gray blur that he had been seeing turned into a mountain of metal looming over him. At its top, in what appeared to be some sort of opened cockpit, stood the white form of Legerdemain.

"What the heck is that?!" Spider-Man asked.

"…I- I do not know.. Strider's Dwellers have allowed it to lay dormant, whatever it is, for generations," Mandrake coughed. Blood spattered upon the bricks below him. "…Morbius was never told of it. It is a weapon of some sort, one we couldn't figure out to control-"

"Oh, it is indeed a weapon!" called Legerdemain from his perch upon the metal goliath. "Behold the Steel Guard, a great monolith created in the event that an organization called the Secret Empire ever succeeded in taking over the United States! They predicted that the citizens of the country would rise up in anarchy and riot against them, and so they created this. On the day that the Secret Empire succeeded in controlling the country, the Steel Guard was to be activated to control the populace. It is a great weapon, wretches… One I intend to sell to the highest bidder!"

Spider-Man brought himself up to his full height as the floor around him began to slowly rumble… He reached out his hand, helped Mandrake stand as well.

"That's it?" Spider-Man called up. "I was kinda hoping for something better, 'Demain. Just selling the thing doesn't seem grandiose enough for someone who talks like you…"

"Oh, I have my own plans, Spider. Believe this. But I will need financing for them, and the Steel Guard will provide me with all of the money I require!… And it begins here!"

Legerdemain's fingers tapped at the lit keys within the cockpit, the smile growing wider under that black mask… "It begins… with the Steel Guard's awakening!"

The room began to grow hotter as the giant, titanium limbs began to move for the first time in ages. Spider-Man watched helplessly as the cockpit closed, locking into place and protecting its depraved pilot. A thought entered… 'Wait.. How far are we underground? There's no way he's going to get that thing out of here, unless- Oh crud.'

Spider-Man's fingers reached out, seizing Mandrake by the color. "C'mon! That thing's going to punch right through the roof!"

"What? Where are we- Hrk!" The superhuman strength of Spider-Man lifted Mandrake's struggling body from where it stood, and with a single, powerful leap, the two were in the air. As they dived through the hole that they had arrived in, the chamber behind them filled with the deafening roar of the Steel Guard's engines… and then filled with flame and rock as the Steel Guard's immense engines lit and pushed the weapon through the ceiling! Spider-Man hurled them both into the stinking waters, holding Mandrake's sputtering head low as a great cloud of smoke and flying debris passed over them. The albino mutant gasped as Spider- Man finally allowed him to the surface, choking.

"…You-!" he began.

"Saved your butt. Whatsay we don't forget that little tidbit next time we meet," Spider-Man muttered, quickly standing to fight his way through the hazy smoke.

"Wait! Where are you going?"

"Any second now, that thing's going to blow its way right up through Central Park. I have no idea what I'm going to do about it." Spider-Man reentered the now-empty chamber, finding that the smoke was quickly rising through the vast, vertical tunnel that the Steel Guard had created in the ceiling. He fired a webline, and was quickly chasing after the metal monster.

---

"-beautiful, intelligent despite any initial impression. I mean, all in all, she's great, but it just seems like she's not ready to let go of this whole 'I'm the most popular girl around and I want things how I want them' mentality," Ben Reilly sighed. He took another sip of his coffee, looked up at the stunning redhead sitting across from him.

"Honestly, Ben?" Mary Jane smiled. "Desiree Winthrop sounds a lot like a younger Mary Jane Watson. I refused to ever let on that anything was wrong with me, always jumped back into my 'party girl' role as soon as I couldn't take anything happening in the real world. Until Peter came, I was trapped in that, but- Ben? Ben?"

Ben Reilly's eyes had drifted to the small television set that rested upon the kitchen counter. Mary Jane had been watching the news when Ben arrived and had turned the volume down so that they could talk, but now his eyes had glued to the screen. Mary Jane turned, took a deep breath as a news reporter shouted the details of an incredible incident at Central Park-

---

"Ten stories of earth, concrete, and brick," Legerdemain's voice came through the speakers. "And not a scratch upon it. I'm pleased."

It hovered over the trees of Central Park in all of its glory, its metal surface reflecting the golden glow of the city lights. Five stories tall itself, the Steel Guard seemed almost a headless, metal ogre, ready to destroy anything in its wake- or anyone-

'Don't think about it,' Spider-Man thought. 'Just- HIT!'

Legerdemain recoiled as the front view window of his cockpit was suddenly slammed into by the feet of the wallcrawler, but the glass (or whatever transparent material it was) did not break!

"Your attempt is respected, Spider, but the Steel Guard was designed well!" Legerdemain hissed. "The Secret Empire, I believe, was no stranger to superfools in its own hey-day. It built its greatest machines to withstand even the blows of a superhuman! To have no weaknesses!"

A button was pressed, and a powerful stun charge of energy swept through the window, blowing Spider-Man's weakened body off of its surface. "For instance!"

Spider-Man fell… and fell… and fell…. Hit the grass of one of Central Park's clearings.

"Spider-Man!" Phil Urich cried from somewhere among the gigantic crowd of reporters and onlookers. Spider-Man blinked, opened his eyes. His vision was swimming again, and it wasn't because of Mandrake's powers. "Spider-Man! Get up!" another voice cried. 'No,' Spider-Man thought. 'Well, OK… but I- don't like you..'

Slowly, Spider-Man stood again, barely sure of his ability to remain on two legs. Above him, the Steel Guard's cockpit rotated, allowing the villain within to look down upon his victim.

"Ah! Reporters!" the speakers boomed. "Wonderous, Spider-Man! A fine business associate you make! A merchant is always amiable to free publicity… and I will relish the chance to show my prospective customers what the Guard is capable of- with the DEATH of SPIDER-MAN!"

The big, metallic fingers curled into a fist, and Spider-Man leaped as the ground beneath him was completely pulverized with the first blow of the new battle. The bystanders began to run as several trees fell with a crash.

"Do you know what I will do?" the hiss of Legerdemain boomed. "Spider, I will christen this Steel Guard in honor of you! I will give it a fitting name that will remain with it forever!"

A second metal fist smashed its way through a nearby phone line, barely missing the wallcrawling hero… 'I- I can't keep this up! My limbs- My body- It's all still mush from being frozen-!'

"I hereby christen this unit a Spider-Slayer!" Legerdemain laughed within the cockpit.

Spider-Man fell back to the ground, unable to remain twisting and twirling through the air… and that was when the third attack was made. A huge cloud of dirt and debris sprung up from the fist's impact, followed by an orange burst of fire that charred to black everything around the armored killing machine. All that was left of a sizable area of Central Park- was Fire.

The cockpit of the Steel Guard turned with a loud, whirring noise to face the crowds and cameras.

"Your free sample!" the speakers thundered. "But there IS more to come!"

And with that, the Steel Guard simply disappeared in a red blur, an elementary teleportation.

Teams of police immediately swarmed in upon the great, black crater, expecting to not even find remains of the wallcrawling hero that had attempted to stop the mighty machine.

And they were correct in their assumptions.

---

What the hell had he been thinking? He'd simply left Mary Jane there, watching the almost- certain destruction of her husband on the news. Did he think he was going to help Peter out? No, by the time Ben Reilly had returned to his apartment, they were already replaying the entire spectacle upon the news.

Ben Reilly stood quiet in the darkness of his apartment. 'She'll die a million deaths tonight, Peter, even if you do return. She'll stay up all night, waiting for you to swing through that skylight, wake her up, and announce that you're fine. And what if you don't-?'

'No,' he thought. 'I can't let that happen. It won't require much, and Mary Jane and even Peter may be furious with me afterwards… but I can calm her down, just with a simple appearance-'

Ben Reilly parted the doors of his closets, taking out that old, dusty Spider-Man costume.

'-as Peter Parker.'

It didn't take him long to wash the dye out of his hair and cut it to where it, and he, was once more the spitting image of Peter Parker. The costume was put on (it still fit like a glove…) and in moments, Ben Reilly was leaping rooftops in the night. Just for an hour, perhaps, he was Spider- Man again. Just an hour, long enough to allay the fears of a wonderful woman.

---

The Next Day:

It was nine o' clock in the morning and the New York Temporary Confinement Facility's visiting hours had just begun. The T.C.F. was not truly a prison, only a building converted to where it could, for whatever time necessary, handle criminals with exceptional abilities. Those prisoners that lay within the T.C.F. were most likely soon to find their way into the Vault or some other superhuman facility. Until then, they remained here.

"Ten minutes, Miss Kline," the guard said, shutting the door behind him. Kari took a deep breath and looked up at the man sitting across the table from her, within the armored confines of the room. She gathered her courage, began:

"I know this is kind of a weird thing. I don't know what to really tell you… My school had a field trip here once, and I saw you and I didn't think anything of you at the time.. but now, I've got a problem. I'm- I'm a mutant. I killed someone. And my family's in danger because of it… A bottle was thrown through our window this morning. A bottle! Can you believe-! (Sniff) I've got friends who say they'll help. Police, too. (Sniff) And it's not that I don't trust them, but- I can't sit by and do nothing! I just can't! I- I need help… I need your help."

"And how," muttered the man without interest, "…is that?"

"I want to learn to use my powers. I want to learn to defend myself with them… I- I can generate electricity, you see? I can, like, fire it in these little blasts, too. But it's no good-… I need ya t'teach me how to really use them. Really, truly use them! And if anyone can, you can!"

"You're right," the man smiled. "I can. I can teach you everything. I can teach you how to fight. Win. I can teach you how to make those little bigots beg for your forgiveness. Make 'em squeal. Nothing more satisfying than the smell of someone who's screwed you over after they've been cooked. Well-done. Nothing more satisfying than the rush of power going from you through them, turnin' em to little, lifeless mannequins. Nothing. But what do I get in return, Kid? What are you gonna do for me if I teach you how to be what you want to be?"

"I- I'll get you out of here."

ELECTRO smiled, his eyes sparking with power. "Just what I wanted to hear, Kid. Now here's what we're gonna do-"

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Ben Reilly awoke, batting his eyes sleepily. Golden beams of sun were coming in through the bedroom window on a beautiful morning, greeting him. He didn't leap up from the covers immediately, enjoying their warmth and simply wanting to gradually rise to tackle the new day.

He realized with only slight alarm that his alarm clock hadn't awakened him. 'Oh crud. I'll bet I'm late for work. Stupid alarm, I've got to-'

It was then that Ben noticed that his alarm clock was not on his dresser (not his dresser), and the window- No, not his window-

He felt Mary Jane's bare, voluptuous body pressing against..

'Oh my god.'

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Next issue: Ben Reilly has just done something almost inconceivable. Kari Kline goes under the tutelage of one of Spider-Man's greatest enemies. Plus: Quiver. Legerdemain. Mandrake. And if he's lucky, Spider-Man. "Alive & Well" concludes with a senses-shattering finale!

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