Spider-man 2099UG #5

"Wrong song, Cyborg boy! If anyone is gonna kill my buddy, it's gonna be me!"

"Normally I wouldn't care, but I'm afraid your 'buddy' there is my best chance at finding his boss. So back off." From behind the mask, Miguel O'Hara looks back and forth between both the cyborg bounty hunter Venture, and the insufferable Flipside. He thinks to himself, " What is this, Old Foe Week at Alchemax?" He sits there exhausted between two bitter foes as they argue over who has the right to kill him, and he can't for the life of him think of one thing to do about it! Only a few hours ago he was on top of the world! He was the leader of arguably the most powerful Mega-Corp on the face of the planet, but now it lies in ruins about him! He has this day faced nearly all of his deadliest enemies, Thanatos, Halloween Jack, Specialists, the Vulture, Morbius, the Goblin, and now these two! Miguel decides to rest and conserve his waning strength.

The creature called Flipside lets loose with a primal cry and leaps at Miguel who winces behind the mask when contact is made. Venture brings a large weapon up to bear as the pair of Spider-Men begin to roll on the floor. Miguel had to admit that this time his foe had managed to copy him much more closely. The small differences could be missed by anyone who did not wear the suit daily.

Miguel hits hard, landing on his back. His already fractured ribs break under the impact. He gasps for air as Flipside tries to scratch his opponent's face off. Miguel begins to see the futility of this battle, as the pair of combatants were equally matched when he was at full health... this now is just suicide. His mask little more than tatters now, Miguel sinks his teeth into the arm of his assailant and lets his venom course. At the same time he gets his feet up underneath his opponent and begins to rip at Flipside's midsection! This of course surprises the assailant and Miguel throws him free. As Flipside arches through the air, he is snagged violently by molecularly-dense body wrap as Venture's enhanced aim guides his weapon.

"I guess it's just you and me now, S-Man." Venture chuckles as Flipside's mummified body hits the floor hard.

"Uh... hey Venture! I'm afraid Alchemax is closed due to repairs and they won't be needing your services for the time being."

"Too bad! If I ain't on retainer I guess there's no reason why I shouldn't kill you here and now."

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(Alchemax ruins- a lower level)

Deep within the rubble of Alchemax, in the heart of what once was the single most powerful Mega-Corp of all, in a room that only moments ago was the sight of a great scientific experiment... (* See American 2099 #1)

"Gladiator!!! * cough cough * Gladiator! Help me!" A raspy voice grates into echo. The speaker begins to believe he will die here. For long seconds he hears nothing and Dr. Sang Crane curses. His eyes adjust to the dim lighting as he tries to fathom what has happened. What kind of force could cause this magnitude of damage at the heart of the Alchemax tower? His musings are interrupted by the shifting of rubble nearby. As he squints to see through the dust choked air, he sees a form rise as the debris fall away. The figure is a familiar one, that of the new Alchemax Gladiator... and in his arms is his creator... DESPOT.

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( Elsewhere )

"I gotta give ya credit. You get better every time I see ya. But I promised I'd kill ya next time we met." (see Spider-Man 2099 #25) Spider-Man tenses, ready to move, as he looks down the barrel of Venture's massive firearm. He begins to wonder if he should just let the blast take him. He is so tired and cold. But the lethal blast never comes.

"But today's your lucky day. I'll forget m' little death threat if you tell me where I can find your boss... where's Miguel O'Hara?"

"I won't tell you that! I'm his bodyguard, for chrissakes."

"Wrong answer, Spider-Man. I give you two seconds t' reconsider. Then I'll just kill ya and find him m'self."

"Go shock yourself."

Venture shrugs and brings his weapon's barrel up. "It's yer funeral."

BOOM!!!!

Spider-Man leaps, before he realizes that it is not Venture's weapon which made the noise. He hears Venture's gun a split second later but is blinded by the flash grenade's light. He hits the wall hard as he hears a masculine voice yell out, "Spider-Man! Run!"

Miguel wishes he could run, but due to his heightened sensitivity to light he is hurt by the timely flash grenade. His senses scream at him and he leaps blindly, barely escaping another fatal blast. He hears Venture over the din of his energy fire. "This isn't going to save you, S-Man!"

For once Spider-Man keeps his rapier wit to himself. He can't help but fear he may be hurt too badly to survive. He lands less than gracefully and he again injures his already-broken ribs. He falls to one knee and begins to breathe heavily. Then a strong hand grabs him under the arm. Miguel is about to strike back when he hears that familiar voice. "You stupid sonuvaglitch. I said run."

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(Stark- Fujikawa Headquarters)

"So we stand united on this. The time to act is now." This is a statement of fact -- after all, Hikaru-Sama did not reach this point in his life by indecision. "We have only to destroy the rotational harmonic shield surrounding the Alchemax ruins. We will then take from the rubble the spoils that are rightfully ours and honor will be restored."

The executives around the table all nod to Hikaru-Sama's authority. One executive in particular speaks... head still bowed. "How, most honorable Hikaru-Sama, shall we destroy the shield? Our Specialists have been greatly depleted in conflicts with the Spider-Man and the forces of the Public Eye and SHIELD."

"It is a simple matter. We must be in a position to strike when the shield comes down."

"Of course I bow to your wisdom, and beg forgiveness for my ignorance, but how will we gain access to the Alchemax Tower, most honored leader?"

"We will send our operatives downtown and find a way into the forgotten levels of Alchemax. Once the shield is down, our operatives will extract the secrets of Alchemax from its own master computer."

"I am led to believe that any such entrance would be a priority for the Public Eye and SHIELD forces to protect in this vulnerable time." Hikaru smiles an evil smile. "Then you must ensure that they have other priorities."

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(Downtown- Alchemax ruins- the shield)

A pair runs for their lives. Both have wounds from recent battles and both need each other right now. Spider-Man cradles his ribs as he is half-carried by the man called the Punisher. They stop after a few moments and find a place to hide.

Spider-Man looks to the vigilante and smiles through his tattered mask. "Thank you. I appreciate you coming back after me."

"Don't mention it. I was in the neighborhood anyway."

"We need to get past this shield, find a way into the lower levels of the tower."

Punisher smiles. "You got guts; that's for shocking sure. But it ain't safe in there. The whole structure could collapse at any time... if it hasn't already. Ha! I can't think of one good reason to enter that death trap."

"I can... Stark/Fujikawa!"

"I don't follow," the Punisher replies.

"The master computer of Alchemax is stored in a massive shielded chamber near the power generators that power the shields. I can't see S/F making an all out assault on Alchemax without taking the data we have collected over the years ... data they will abuse. We would just be changing a known evil for an unknown. We have a responsibility to help the people of New York and the world who can't help themselves."

The Punisher looks at him for long seconds then grins. "You'd make a hell of a politician, S-Man. I'm in."

"Good, now how are we gonna get in?"

The Punisher reaches for his radio. "I think I can help with that one."

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( Uptown- Abandoned offices of NYFAX news)

They enter the building untouched for 4 months(see 2099 AD Apocalypse). The many feet echo against the marble floor as the entourage moves into the great hall. The room is dark with the only light pouring in from the now-open door. The foremost figure, a tall man, stops and lights a cigarette, then flicks out the old fashioned match. He puffs in and the cigarette burns brightly. With a breath he lets the smoke clear from his lungs and speaks... "Lights."

The lights blaze to life to reveal the new arrivals. The group is imposing, all in business suits of darkest black, a total of 5 men and women. One man, the one with the cigarette, looks around and nods. "Well people. This is where the history books are written. Brek! Do a walk through. We will proceed to the news room."

"Yes Sir!" is all the man says as he pulls a concealed firearm and stealthily leaves the rest. The leader of the crew smiles. His name is T. Osborn Stark, and he is a man who is accustomed to being obeyed. He is one of the richest independent Black Carders ever to live, and is known for his frivolous investments, frivolous money making investments.

This building and equipment, formerly known as NYFAX news media, is one such investment. But like many other times in his life, Stark does not make bold moves for profit alone. He is a visionary and this is part of the game. This is an investment into his fame. From here he will shake the foundations of the decade.

He begins to walk to the Turbo lift that will take him to the News Room, but turns to one of his entourage. "Mrs. Foster. I have a very special assignment for you." He pulls a black card out of his pocket.

"Here. You will need this."

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( Below ground level- just outside the Alchemax shield)

A trio stands outside the shield looking at the rubble beyond. Matt Axel shakes his head. "Which one of you two did this?" Spider-Man is first to reply. "Actually, neither of us did."

Punisher gets impatient. "Well...?"

Matt Axel sighs, "Yes, Tyler had me design a secondary access point in case the shield was ever activated. It was done in the early stages of the project but was later discarded when the corporation decided to produce com-bracelets that would allow Alchemax employees access. However the whole project was later scrapped. I should still have security access once we reach the portal."

Miguel's brow furrows beneath the mask. "Let me get this strait... YOU designed the security systems of Alchemax?" (see Punisher UG #7 for details... Crossover Chris)

Matt just shrugs his shoulders.

"So where is this back door anyway?" asks the Punisher.

Matt winces. "That's the hard part."

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(Uptown...Gabriel O'Hara's apartment)

Gabriel O'Hara enters his Apartment for the first time in days. Shock them all!!!! Thor, Father Jennifer, Mom, Mig... they have all failed him. He sighs as he collapses into his self-conforming chair. He calls out to the computer to play back his messages. There are none.

"Nice to know I'm missed," he mumbles... then smiles. **Who shockin' needs them? Not me.** He closes his eyes and hits the control to activate the vidscreen. He will just sleep here for a while and then go take a shower. The volume is a tad loud and Gabe starts. When his eyes fly open he forgets his fatigue. "... It's awful! Only moments ago the Alchemax tower exploded. It is rumored that only the sacrifice of the company's CEO, Miguel O'Hara, saved the city. He apparently reentered the building and activated some sort of shield to contain the blast. It is still not known what caused the blast but the explosion occurred just after the attempted hostile takeover of Alchemax by competitor Stark/Fujikawa. We now go to our traffic reporter Sinner Lee for a bird's eye view of the catastrophe." The scene changes before Gabe's eyes and his mouth drops open...

Alchemax has been destroyed! And Mig was in there! The helicraft pilot begins to describe the carnage. "The damage is unbelievable! Not from the blast... for as you can see it was contained. But the big damage has occurred at the hands of looters and opportunists. The few SHIELD and Public Eye officers in any shape to stop the carnage are spread too thin to make any dent in the chaos. Also, the defender of Alchemax, the Spider-Man, has apparently been killed defending the tower from a group of S/F Specialists as he has not been seen since the explosion."

Gabriel turns off the vidscreen and his face falls into his hands as he reaches one inescapable conclusion ... "Mig is dead!"

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(Abandoned NYFAX building- Newsroom)

STARK's entourage, now reduced to three members including himself, stands now in the news room. Every vidscreen in the room is on and showing the various newscasts as interpreted by the corrupt media of the hour. The foremost story of course is the fall of Alchemax and apparent deaths of Spider-Man and the company's CEO Miguel O'Hara. One report however strikes Stark's fancy... news footage taken from a traffic reporter. He turns to the others and points to the vidscreen. "Who is that traffic man?"

"Sinner Lee I believe Sir."

Stark smiles that predatory smile. "I want him."

Stark always gets what he wants.

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(The skies over the Alchemax shield)

"Halt in the name of the Public Eye! I repeat, halt or be destroyed..."

"Aw, go shock yourself!"

The populace below sees only specs in the sky as the air battle rages between the Public Eye and a new comer. The armored infiltrator is fast, incredibly fast and the Flyboys can't keep up so they alternate ambushes via radio. The skybikes all spit energy fire at the rocketing form. The figure just pours on the speed and all the blasts fall short.

Amid the dodging and weaving, a communicator rings out. "Javier! This is Starr! You had better reach the tower quickly... reinforcements are diverging upon your location."

"I'm doin' the best I shockin' can... I still haven't got the hang of this flying thing yet. You just make sure this contraption of yours works or this'll be a very short flight."

"It sure will."

"Thanks, you *really* fill me with confidence."

"Hey," replies Starr via the radio, "It was your idea to go after HOMER, not mine. I am just trying to give you the best chance at survival. If my calculations are correct that device you are wearing over the armor will stimulate the nanites allowing them to more quickly mimic and supersede the variations in the shield modulation. It is still quite likely that rotational harmonic shield will still kill you."

"I know the risks!" Iron Man replies angrily, then softens. "And if I don't make it...Thanks." A blast hits very near Iron Man and he nearly loses control of his flight. "Iron Man out."

Before him, Javier Rodriguez sees a barricade designed to divert him from the Alchemax tower. He pours on the speed and those brave men who stood their ground find themselves falling to certain death. Those Flyboys who survive begin a top speed pursuit. "Invader! Identify yourself!"

Javier yells out his name as he dives toward death or success...."IRON MAN!!!!!!" He hits the shield at ninety miles per hour and in a flash the device he wears kicks in. Iron Man feels a momentary discomfort as the nanites rebel against having their nature tampered with. Then pain explodes in his mind. The phasic ability of the device gives out as the machinery shorts. Only partially through the shield he screams as the multi-phase science begins to destroy him. However the momentum of his flight carries him through the shield as he is burnt to a crisp. He hits the rubble that once was Alchemax at approximately seventy miles an hour. The Flyboys who pursued him were destroyed on impact with the shield.

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(Below ground at the base of Alchemax tower)

An hour ago this entire area was solid earth, now it is a full sized tunnel. Miguel stands in awe as the construction robots cut a swathe to a large security lock. He looks over at the new Punisher with a fresh respect. "I had heard you had vast resources for weaponry, but this is incredible."

"It is really nothing. These robots were used on a project to modify my current base of operations and have laid shockin' rusting ever since." (see Punisher 2099 #2- Marvel series)

"Well, at fear of losing my current job I suppose I should break in." Begins Axel.

"Not necessary."

The trio look to each other as it sinks in that none of them said it. As one the turn to see the cyborg bounty hunter Venture. "You know, Spider-Man, I really am not offended that you tried to run off on me... in fact I expected that. What does bother me is that you didn't believe I would find you. Now... one more time, where is Miguel O'Hara?"

Despite the fact that Venture has a large weapon pointed at the trio Spider-Man's rapier wit threatens his safety. "Point that thing someplace else. Someone might get hurt... you perhaps."

"Can't do it. Nothing personal. I just gotta find your boss and I am running out of time. The next shot will be fatal. Now ya got 6 seconds to spill it, or the pusbag dies."

Spider-Man looks past Venture and sees one of the engineering robots stop it's work and turn to target it's laser eyes on Venture... Miguel realized he needed to stall. "I haven't seen Mr. O'Hara since before the explosion."

Venture shakes his head slowly. "Too bad. If you don't know, then you are useless to me. Guess I'll be keeping my secret after all." He raises his weapon just as the robot fires it's laser eyes at the cyborg. Those energy tools are used to cut through solid stone and Venture's body fares little better. However trained by years of hunts, Venture manages to sense the attack before it occurs and spins out of the worst of it. The Cyborg hits the ground hard and lets off a shot at Matt Axel. Spider-Man dives for Matt, as the Punisher dives for Venture.

Still unable to fire webbing from his wounded arms (See Spider-Man 2099 UG #3) Spider-Man just leaps with speed and grit as the pain in his ribs stabs at his will. He reaches out and grabs a fist full of Matt's shirt and arm. Both tear but to his credit Matt does not cry out. The pair hits with a rolling thud. The blast misses them both.

At the same instant John DaSilva... the Punisher... collides with the shooter who is already trying to get up. The air carries a sharp CRACK as the condensed plastic armor hits the cyborg body. What really annoys the Punisher is the utter calm of his opponent. "Now I don't really mind the scrap, mind you, but I really don't have time for this, Punisher."

"Shock you!" John yells as he backhands the muzzle of the large gun his opponent held. The firearm goes flying but faster than John can follow, as Venture pulls, and strikes him with, an energy rod of some sort. His right side goes numb.

Meanwhile Miguel, hurt badly, rolls over and sees Matt, apparently unhurt, kneeling and working with a small remote control. He glances over to see the partially paralyzed Punisher on the losing side of the battle with Venture. Then he looks back to Matt, and a smile crosses his face.

"You were controlling the robots?"

"Yes."

Spider-Man smiles.

The Punisher is not smiling. He still doesn't have full use of his left side, and he is having a hard time holding his own. Blood flows freely from his nose and the cut over his eye. However, his opponent fares little better, as a large hole exists were Venture has been hit by the robot's beam; in addition, the fisticuffs have left both combatants battered. Suddenly when power-bat meets stun-stick, Punisher is hit from the side and knocked down by Spider-Man!

"Now!"

In concert, three of the robots fire on the ceiling over Venture and the roof comes down!!!!

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(In the rubble of Alchemax Tower)

"Come on! Wake up Javier! It's Starr!"

The man now known as Iron Man exceptionally resents being disturbed. In unconsciousness he can ignore the pain and his cursed life -- but the incessant droning of his friend will not be denied. Unfortunately, with consciousness also comes the memories, and so he remembers the near death experience he has had with the shield. It shouldn't have worked that way. Still weak and hurt, Iron Man groans: "Shock you, Starr! *cough* You nearly got me killed! *cough*"

"True, anyone else would have died... but I told you it was too risky to try."

With Starr's help, Iron Man manages to get on all fours before another realization hits him. "Hey! How the Shock did you get here?"

His human companion holds up a bracelet. "With this... once the transponder I placed on your armor piped to me the data from the shield containing it's exact modulation differential variance, it was easy to program a more specialized counter to the shield."

"*cough* Bully for you, Starr. Why'm I so weak?"

"The energy needed for the nanites to heal you has depleted your reserves. I don't even know if you have enough juice to run your primary systems. I suggest we forget about HOMER and get out of here."

"You can go," Javier says, "but I'm not leavin' without HOMER."

Iron Man's companion can only shake his head.

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( Downtown- Alchemax restricted access entrance)

The entrance to the restricted access has a base station that houses the headquarters for the Alchemax Law Enforcement Division in Downtown. At any one time under normal circumstances, this building would house over one hundred fifty officers; but tonight, with the looters and crime wave, there are fewer than twenty. And so, when the swarm of Specialists descend, it takes only seconds for them to kill every man and woman posted. As the last Watchdog falls, his killer speaks: "This one will not be kept from his duty. You have died with honor."

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( In the rubble of the Alchemax Tower)

Iron Man and Starr have finally reached a point where the spaces were large enough to walk through. The lower basement levels were apparently shielded better. For the first time since he donned this armor, something had hurt him. His near fatal encounter with the shield had drained his reserves. It took nearly all the energy in the nanites to heal him this time and he is feeling sluggish and groggy.

He had come here to find a computer Alchemax had procured a very long time ago. It is called HOMER. He doesn't know why... but somehow he KNOWS that computer is important. It is rumored that S/F owes its creation in part to that system. He must have it.

As he reaches the computer level he has to force the door open. Once he enters, Starr mentions this is the first level he has seen with a power source. It is even lighted. Iron Man takes a few steps when he sees a small device on the floor begin to emit a low beeping. He is about to take flight when a hologram appears. The figure is only a shadow with now features. It begins to speak.

"Greetings and Salutations. I am the SpyMaster. If you have been unlucky enough to have tripped this automated device, then you must be my chosen prey of the moment. Ha-ha. Really don't feel bad. It is nothing personal... just a job I have been paid muchos dineros to do. I will be along shortly to finish the job."

Iron Man begins to run back to shield Starr, but it is too late. Several sprinkler-like devices on the ceiling drop and begin to rain down upon the duo. Although the liquid causes no pain, Iron Man immediately begins to feel weak. Somehow it immediately begins draining his already depleted reserves. Starr seems unaffected by the rain but sees the effect it has on his partner. He reaches for his scanning devices and begins his analysis, stopping frequently to wipe the screen.

Iron Man begins to panic and Starr's words bring no reassurance. "The liquid seems to be an transferal agent to cause your armor to contract an anti-nanotech viral condition. It is targeting your armor!"

That is when the armor betrays him. The nanites, now starved and altered by the viral agent begin to look at the human host as a source of nutrients. In short -- the nanites begin to eat him alive. His last thought before he falls looses his mind to the pain: "I am gonna die in this damned armor...!"

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(Below ground at the base of Alchemax Tower)

The dust clears and Punisher rolls Spider-Man off of him. Only a few feet away is a pile of debris with only a single cyborg hand sticking out. Matt Axel is there to help them up and Spider-Man realizes he is only breathing with one lung.

Punisher is the first to speak. "Go back to the base Matt. I need you there now, and this is getting too dangerous. Take the robots back with you."

"OK."

"Oh! By the way. How did Venture miss you at that range?"

Matt smiles and pulls up his pant leg to reveal some Punisher armor. "He didn't."

The trio laughs as hard as the pain allows, then Matt unlocks the portal and leaves. Spider-Man and Punisher look at each other before entering and Spider-Man speaks first. "You don't have to do this. It's my responsibility. I couldn't have gotten this far without you, but you have your own war out there."

Punisher smiles. "Shut up, ya pusbag."

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( Elsewhere...)

The Fat Man laughs as the events on Earth unfold before him. Sure, Spider-Man has allies now but that only makes the game more exciting! At this point in time The Fat Man has chosen to observe one of his favorites... Halloween Jack! The wild man of Las Vegas grabs Aeneas Thoreau and yells, "You will never understand my genius!"(See Morbius 2009 #5)

The Fat Man laughs as Jack leaps into the barrier, Morbius unable to do anything about it! The portal explodes and a flash of light stops the Fat Man's observations but still he laughs. He knows what has just occurred -- the shield protecting Spider-Man has fallen. Now his enemies can reach him... "HAHAHAHAHAHAHAHA!"

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( Uptown- ground level at the Alchemax ruins)

The ground shakes and again panic grips the people in the streets of Nueva York. Those who just a moment ago were gawking at the rubble are now fleeing. The massive shield, virtually impenetrable suddenly flickers, then dies. The rubble until now held by its confines begins to settle with fatal results. Many SHIELD agents and Public Eye officers give up trying and join the crowd. However... before the dust can settle again several hovercraft move into the area with excavation equipment attached to the vehicles. They begin to efficiently and quickly move away or destroy the debris... and every one of them has the symbol of Stark- Fujikawa upon it.

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( The bowels of the Alchemax Tower)

The sudden energy loss can be heard throughout the complex, and Spider-Man curses. "Shock! The shield generators are down already! We have to hurry!"

The Punisher, hurt, but in much better shape than Spider-Man, half-carries his newfound ally. "Where to?"

"One level up! In the Computer Core Level."

They cannot find a turbo lift that works, and so they are forced to take the stairs. They finally reach the level they need and see the doors have already been forced open. John pulls out his Magnum/Smith/Wesson .54 caliber slug thrower and the pair cautiously enter. There is power to this level, and in the dim lighting they see an armored form in bone breaking spasms on the floor as a man kneels over him. The armored creature seems to be melting and suddenly begins to scream.

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(Nearby -- SHIELD Detention Center)

Mrs. Foster enters with the confidence that can only come from serving a man like T. Osborn Stark. She holds the Black Card in her hand like a sword and marches right up to the desk to see a very young guard... apparently one of the few left for such tasks with the chaos outside needing SHIELD's elite.

The young guard smiles. "I'm sorry, miss. The city has been placed under Martial Policing and visiting hours have been revoked until further notice."

She walks up and tosses the card on the desk and watches the boy's wide eyed response. Satisfied, she leans over the desk and stares him down.

"Go get me someone who is not a waste of skin, boy."

He does.

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( Bowels of Alchemax- Computer level)

"Help..............*clik* Me.............pl........please."

A very wounded Spider-Man stands next to an also-badly-wounded Punisher as they look down on the armored invader on the floor. "What the shock is going on here?"

"He's not a Specialist?" The Punisher pipes in. "That's a plus in my book."

It is the human who answers. "You are Spider-Man, aren't you? The CEO's bodyguard? We've been caught in some type of anti-personnel trap. The armor he wears is top secret, but it appears that the composition has been altered with fatal effects!"

"How can we help it?" asks the Punisher.

"How? I don't know! Do something!" shouts Starr.

The Punisher just shrugs, and the Spider-Man kneels to take a closer look. What should be solid metal now looks like a thick Gel of some sort. "Hmmmm. I'd bet that this solution is a type of specified counter to the suit, not a blanket effect. He seems to be in a lot of pain. How do we remove the suit?"

"We don't."

S-Man stops a moment. "What is it's composition?"

"Nanites.." forces Starr.

"Really? This is incredible! We don't have time to..." Miguel momentarily forgets he has a patient until the creature reaches up and grabs Miguel's arm... his wounded spinnerets to be exact. Spider-Man lets out a yelp of pain as the wet substance clinging to his skin burns the open wound and the wounded organs are again torn open. The Iron Man quits screaming to yell through clinched teeth. "Stop...the....pain!"

Miguel now has sympathy. Fighting through his own pain Miguel asks a stupid question. "You! Do you have any medications for pain?"

Starr only shakes his head.

Shock! OK. Then he has only one option. He bends down and bites through the soft liquid metal of Iron Man, pumping hot venom into the host beneath, and instantly the convulsions stop. A ray of hope fills Starr's eyes. Starr yelps. "You bit him!"

S-Man wipes his mouth. "And don't think my orthodontist won't be upset." Long moments pass as Starr, O'Hara and DaSilva all wait to see the effect of Spider-Man's unorthodox remedy.

Slowly... Iron Man begins to move. He stands as John DaSilva begins tearing clothes into bandages. Finally the nanotech wonder is on his feet. He moves to the pair that saved him. Punisher stands to meet the creature and his hand rests on his holster.

"Feeling better, I see," he says.

"Yes."

Then without warning the hologram of the SpyMaster appears. Spider-Man and Punisher are startled, for this is the first time they had seen it. "If you are receiving this transmission... then you survived and Spider-Man is probably there with you. I want you both to know this is only a game to me, and one that will only end in your death. I have set the stage, and you are like sheep to my slaughter. Enjoy life, for in your cases it will be short. Good bye."

Without emotion Iron Man replies. "Where is the HOMER computer?"

Spider-Man points down the hall. "That way in section 4A, but...."

Spider-Man never gets a chance to finish his sentence as Iron Man jets away. Spider-Man still weak says, "Aw, Shock it. He's welcome to it."

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(Alchemax ruins)

The ruins of Alchemax have finally stopped settling. When the shield vanished, many observers... too stupid to keep their distance, were killed. Conchata O'Hara has been many things, but never stupid. She waits until it is reasonably safe, then enters the rubble zone looking for any sign of her son Miguel. The woman she met earlier, Le'Osha by name, squeezes her hand once and oddly Conchata finds comfort in the gesture. This woman has become a ray of hope in Conchata's storm-filled life. She said she knew of Someone who could help her find her son... if he would. Someone named...

"Morbius!" Le'Osha finally spots him, calls his name, and leaves Conchata to speak with him.

Conchata has heard that name before, when her son Gabriel spoke of the rising factions in Downtown. She looks around for the source of the voice and spots it though the dust choked air. She sees a woman of dark complexion rush up and embrace a man so obviously her opposite... a frightening man. The pair talk affectionately as a few people begin to join them. Conchata has heard of Morbius indeed, and heard he was a reluctant hero. Perhaps he would be her hero too. Perhaps he could find her son. Suddenly her heart drops as she sees Morbius fly away. "No!" She begins to run to Le'Osha. She must find out if this macabre hero agreed to Le'Osha's request. (As shown in Morbius 5... on sale now!)

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(Hellhouse 2099)

The air hangs thick between the two at the table in a dark chamber. The older of the two, Marker by name, calls this building home. Drawing off of the legends of the late twentieth century he has called his mansion The Hellhouse. Considering his line of work it is only fitting. You see, Marker is arguably the deadliest man alive today.

The man across from him is a nobody, a flunky here to represent a much more powerful entity... a rich entity. The stooge is obviously nervous and sweating profusely as he tugs on his collar. He clears his throat before he speaks. "So, does this payment exceed your expectations?"

As always Marker thinks before he speaks. "... Yes, indeed it does. In fact, so much so in fact, that I find myself wondering...why?"

"Those I represent feel that with the attempted hostile takeover of Alchemax, that there will never be a better chance to strike. However our chances of success become greatly reduced unless the specified targets are eliminated." He pulls out a black card. "Here is the Black Card valued at fully 40% of the combined worth of those whom I represent." Then he holds it out toward Marker.

Marker looks down at it but makes no move toward it. "I state up front that this payment is in advance, and if it is ever revoked that it will be your superiors that I will sign to the DEADPOOL!"

The stooge gulps. "Understood. But since we are paying in advance, then what assurance do we have that our targets will be eliminated?"

"None. It is a gamble. But tell your superiors this...NO ONE has ever survived one of my Deadpools. No one."

Acting satisfied the lackey smiles. "Then it is agreed?"

Marker now takes the card. "Yes. This evening I will assign the Deadpool against Miguel O'Hara and his bodyguard Spider-Man. May they make peace with whatever deities they worship."

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(INTERLUDE ONE:)

The Fat man laughs, " The players are all in place, Spider-Man, my unknowing foe!" haha....HAHAHAHA!"

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( Bowels of Alchemax)

Finally, Spider-Man and Punisher reach the main computer. It is massive, fully 3 stories tall and wall to wall within the tower. The center of the vast chamber is dominated by a massive computer core rising like a great pillar to the ceiling so far above.

As the pair enters they are awed, even Miguel has only visited here twice in his life and it is still more than he can fathom. For long moments they stand there, doing nothing until they again can focus on the task at hand.

Spider-Man moves into the room and sighs heavily. Punisher, reading this wrong, asks the inevitable question. "What's the problem?"

He turns to the Punisher. "I have to do something now that requires a lot of trust on my part, trust in you."

This makes the Punisher uncomfortable to say the least. "What?"

"The computer core holds all the information that Alchemax has ever acquired. It has a semi-neural matrix based on brain of the Heroic Age hero, the Vision, and can store information at 1/1000 the space required in a conventional computer. All that we are is housed here and there is a massive potential for abuse." Spider-Man begins.

Still not understanding Punisher says "And...?"

Spider-Man sighs. "That being the case, only a handful of people have ever had access to it. Currently only two people do." He pauses. "The current, and former CEO's... and the former CEO is dead."

It finally sinks in. The Punisher gets mad. "So what you are telling me is that you brought me down here knowing we couldn't do anything with the damned computer?"

Spider-Man reaches up and takes off his already tattered mask. "No, I am telling you I am the CEO of Alchemax... Miguel O'Hara."

For long moments the Punisher says nothing. Miguel began to doubt the wisdom of his decision. But then the Punisher smiles. "Well, son of a glitch! HA! That's great! My name is John... John DaSilva." He holds out his hand and they shake.

Miguel smiles, then approaches the computer core after grabbing and donning a lab coat.

"Computer. Request security access Omega One- authorization O'Hara."

"Working. Please await identification authorization." The walls open up as long tentacles of metal lance out to do various scans of retinal patterns, DNA verification, and vital sign analysis. Within seconds it is done. "Acknowledged. Subject O'Hara... CEO Alchemax confirmed."

"Good. Give me current status of Alchemax."

"Alchemax Tower destroyed. Only vital levels are secure. Offices...compromised, Research and development...compromised, Aesir project... compromised, Vu pro..."

"All right. What of satellite offices?"

"All satellite companies intact. Cannot ensure this state will continue. 98% probability that current facilities will be co-opted by hostile corporation responsible for current status."

"I need to purge all sensitive and technical data from the Alchemax Core to prevent hostile corporation from utilizing said information. Formulate theory on the best receptacle of that data. Where can it be stored safely and later retrieved?"

"Working."

It takes several long minutes to receive an answer. "Completed. Best theory suggests the data be stored within the UATU project."

Miguel furrows his brow. "UATU? Explain."

"UATU... name based on known Watcher of Earth sector, currently inactive. A project above top-secret... need to know basis. Located beneath the Mars One colony. A massive Satellite linked system used to perfect calculations to statistical probability analysis and formulate the probable course of current events to enable an edge in business over competition. Current goal is to reach predictions to 100% accuracy. Said computer could easily receive said data and store until retrieved." (See What if 2099 prelude and issue 1)

Miguel and John both look at each other, eyes wide. Miguel swallows hard. "Computer. Download all file in Alchemax data base to UATU in a data burst."

"Working............................." 10 minutes pass. Then,

"......... Complete." (For results of this download see What if 2099 #2)

"Computer. Authorization O'Hara. Initiate 5 minutes self destruct sequence. Then delete all files from Core."

"Countdown begun. Initiating data deletion."

Punisher looks over at Miguel. "We should go."

They turn to do so and see Venture standing in the entrance to the massive chamber. He is wounded, and partially inactive but still appears to have one good eye and a very large energy weapon. "You are indeed a hard one to track, Mr. O'Hara."

Miguel with hands up speaks. "Listen, we don't have time for this... the core is going to self destruct in less than five minutes. If you are going to kill me go ahead... but if not, get out of my way."

Venture laughs. "Kill you? HA! Is that what your sorry-ass bodyguard told you? That's a laugh! I ain't here to kill ya. I have been hired to protect you!"

Miguel's mouth drops open? "Hired to protect me? By who?"

"Won't tell ya." He kicks on his jet boots and lifts gently into the air. "And I already think the job shockin' sucks! Now hop on and let's get out of here."

And they do.

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(Downtown- the rubble of Alchemax)

After the shield came down, the Stark Fujikawa excavators descended into the rubble seeking to pillage the tower of its fallen competitor. When the second great explosion occurred the foundation of the Alchemax tower was destroyed and Downtown was peppered with debris, but only a fraction of the devastation that could have occurred due to the shielded nature of the lower levels.

Morbius led his followers into the maelstrom to find his friend. Apparently the mother of Miguel O'Hara (whom Morbius also knows as Spider-Man) found Le'Osha and asked her aid in finding her son. When Morbius returned he promised to do his best to find the CEO of Alchemax. After several hours one of Morbius' followers, a former Spiderite, finds a man without a mask half buried in the Downtown ruins of Alchemax Tower, wearing the Spider-Man suit.

"Hey!" he yells for help "I found him!"

Morbius is there in a flash. As the others begin to run his direction, Morbius looks down at Miguel O'Hara and his brow furrows. "They shouldn't find him like this." The young man kneeling next to Miguel looks up at his leader, who only nods once. So the boy reaches into his pocket and brings out a package in a velvet wrap. He opens it and inside is a Spider-mask. He then puts the mask on Miguel who is even now only partially conscious. "You gave me hope when there was none, Spider-Man, and although I follow another, I can never forget what you meant to me then. Consider this my gratitude."

Soon over a dozen men and women led by Morbius himself are digging him out of the shallow rubble and Morbius sends one of his followers to tell Conchata O'Hara. He had helped her to the rubble site about halfway through the search and she has been here, digging with her bare hands alongside Morbius' followers. When Conchata hears her name, she begins to run to their location.

Miguel sits up with help, still wearing the borrowed mask, but is nearly bowled over as his mother catches him in a rib-breaking embrace.

"Oh I am so glad to see you! I thought you were dead!" Conchata cries as she kneels to embrace her son. He smiles and returns the embrace as best he can. He is broken, but resting in a street of Downtown. The reunion is sweet and Conchata looks up to see the man... the monster ... the man who brought her hope when she had lost it. Morbius. "Thank you."

He smiles and looks down at the Spider-Man. "It's over Spider-Man. Vamp-X is off the streets. You shall never hear from me again. Consider this... my present to you for being who you are. Continue to be that way... or perhaps again you will know the power and ferocity of Morbius. But for now..." Morbius extends his hand to shake Miguel's. Mig takes it and the bond between them gets a little stronger. Morbius then takes his leave. Conchata looks to her son... Spider-Man. "Let's go home."

The followers of Morbius help him stand and the Conchata boots them out of the way so she can be his sole support. They also bring him civilian clothes and he dresses.

Soon, he is again Miguel O'Hara, and begins to look around for any sign of the Punisher. He yells over to Morbius who is nearly gone. "Did you find anyone else?"

Morbius looks at him curiously, but yells back. "No."

Conchata notices Miguel's discomfort. She is torn, unwilling to upset her newfound son, but needing to know what bothers him. "What happened in there, Miggy?"

Miguel looks down at his mother and smiles. "I ... don't know ... yet."

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(EPILOGUE ONE: STARK FUJIKAWA TOWER)

Hikaru-Sama has always been an unforgiving man. In honor there is no room for mistakes. His intolerance of imperfection allowed him to build an empire from the ground up and make it rise to overshadow even the most powerful Mega-Corp in the world. True, Stark-Fujikawa had existed since the end of the Heroic Age, but it was Hikaru who had made it great.

In his eyes, Miguel O'Hara had made a mistake. He had defied tradition and sided with the populace. He counted himself among those who were below notice or consideration. For that oversight, Hikaru felt it his duty to take from him Alchemax, his pride, then his life. He was not the player Tyler Stone was, and he gambled his entire empire on the outcome... Miguel O'Hara's timely destruction of the computer robbed Hikaru of Complete victory. In essence, Hikaru had made a mistake.

The head of the Mega-Corp Stark-Fujikawa often locked himself into his penthouse to meditate. Tonight he does so to reflect upon his grave miscalculation in the hostile takeover of Alchemax. It is then he hears a very faint sound outside his bedroom. That should not be! He had demanded that he be left undisturbed. He had impenetrable defenses and skilled protectors. It must be a servant.

"Who is there?"

Nothing. Not one word.

"I demand that you show yourself. I promise you your death will be swift and painless."

Then he feels the presence behind him. Hikaru grabs a weapon from the table and swings it around to bear... and his assailant is there unmoving, smiling beneath a mask.

"SpyMaster!"

"That's right, Hikaru-Sama," the assassin says, bowing with an overtone of mockery in his word and deed.

"I shall kill you for this outrage!" As he raises the firearm Spy Master laughs.

"Don't bother. It's not loaded. You have outlived your usefulness, Hikaru-baby."

Then the screaming starts.

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(EPILOGUE TWO: SOMEWHERE ELSE)

"Curse you Spider-Man! Curse You!!!!!!" The Fat Man isn't laughing anymore.

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(EPILOGUE THREE: S/F TOWERS)

The guards outside Hikaru-Sama's door heard the screaming, but were duty bound not to enter, or allow entry. They had pledged their lives never to betray that trust. Tonight, their resolve was tested, as they had heard the blood curdling screams of their superior inside. Had they failed in their duty?

They did all they could... called a superior. A Specialist arrives just as a stealthy figure exits the chamber of Hikaru- Sama. Pleased to finally have a target for their fear, the five surround the newcomer who moves with frightening grace.

"What have you done to our master?" The guard is answered with a lethal gash in his throat. The battle is joined and the Specialist proves up to the challenge, unlike the other 3 who quickly join the first bleeding on the floor.

"Enough!!!!"

It is the voice of Hikaru-Sama. A hologram appears.

"Specialist! You have proven your honor. Now! By my order, let this man pass. He is to be escorted to the front door, and given a sum of money that I will disclose only to those directly involved. So speaks Hikaru-Sama!"

Whew! This one was tough! I have to thank HJ, JS UG 2099, Drillnot, Outcast, Chris Partin, Gary Miller, and a slew of others. This is it! The completion of the Fall of Alchemax! (But check out the awesome final tie in with THOR #0!!!!!) Be here next issue as a new life begins for Miguel, a life without Alchemax. Spiderman is back as never before( and I mean that), and the new character Stark will be back. See it here in the New Year!!!! Merry Christmas!