"I'll bet he's worried," Electro said, looking out the window as the rain fell hard. His own eyes flashed, just for a moment, at the same exact second that lightning cracked through the sky.

It was a small apartment, only two rooms. A combination kitchen/living room and a bedroom. The bathroom was out the door and down the hall. It wasn't the Ritz, but the place served just fine for criminals on the run.

‘And that's exactly what I am now,' Kari thought as she undressed in the privacy of the shabby bathroom. Outside, Electro was still staring out the window, as if completely transfixed by the white power that occasionally crashed through the dark clouds.

"He's probably just been doin' his little arrogant walk in his secret identity," Electro said. "And then he hears about my escape, through one of those reporters he's got wrapped around his little finger. And he's changin' into costume, calling his wife or girl to tell her that something's come up, then headin' out into this storm… And you know what he's thinkin'? You know what's on Spider-Man's mind? He's thinking one word, Sweets: ‘ELECTRO'!"

The bathroom door opened and she stepped forward, waiting as Electro's burning eyes turned to take her in. The tailor had done his work well, outfitting her in a dark blue bodysuit slashed with white lightning bolts. The mask had been a simple one, small upon the bridge of her nose, only enough to encircle her eyes in blue. Electro smiled, and each clap he gave in applause sent up a small shower of sparks. She was ready to take on her new role as CHARGE.

"Beautiful," Electro said. "Startin' to feel more confident, Sweets? Like you can take on the world? You should, because you can. And you can start with those punks who threatened your family-"

Anytime he wanted a reaction from her, he had only to say that. He forced himself not to react to her fists' clenching with a grin, said: "-just as soon as we take care of him."

" ‘Him'..?" Kari asked.

"The Spider, Kid," Electro answered. "He's coming for us. We need to get him first."

"Hey, I told you-!"

"It's how it works, Kid!" Electro growled, his fingers sizzling with untold power. "He's not going to rest until we're both in jail! You want to be anywhere but a juvenile penitentiary, you stick with me and you do what I tell you to do! Because that's what it comes down to now, Sweets. We're in this together. We don't take the Spider and we're behind bars in twenty-four hours!"

The villain's eyes softened slightly, then, as he watched the stunned girl. Her eyes were fixated on the blue carpet, thinking- Fighting with herself. He said: "You do this and you're on easy street, with me. There's nothing that any thug won't do for you in New York City, including finding those perps who've made your mother afraid to go out of her house. I promise you that you're strictly back-up. I can use you just fine without getting you involved."

"Use me without-? How?"

"You'll see," Electro said. His eyes had already returned to the powerful storm raging outside. "Get ready. This isn't some sort of ‘master plan'. This is a seek-and-destroy mission. We're gonna go out there and challenge Spider-Man- and then I'm going to fry him."

Ah, there he was, absorbed in the television set. If she didn't know he dressed in tights and fought crime, she would have sworn she'd married a couch potato.

"Peter? Hey, Tiger!" she smiled, wrapping her arms around him from behind. She planted a kiss on his head and hugged. "Mind tossing a little attention this way?"

"Sorry, Mary Jane. It's been a pretty weird day."

"Spider Trouble? I heard about Electro…"

"No. Well, yes. Sort of. It's about the Bugle. Listen, we have to talk."

"You sound serious, Peter."

"I am. Sit down?" he asked. Despite the obvious trouble in his face, Peter was not morose. He had told himself several times today that they had gotten through so much worse than this together that it was foolish to place much worry on it. And he still believed that. He took her hand and gently brought her down to the couch, half into his lap, where they embraced. Mary Jane gave a smile, ran a hand through his hair.

"Unload, Bud," she said simply.

"Robbie called me into his office today. He told me in no uncertain terms that the Bugle is going to stop buying pictures of Spider-Man, the Friendly Neighborhood Scapegoat of Superheroism."

"Can't you sell your pictures elsewhere?"

"The thought crossed my mind. But Hon, the Bugle's been like a second home to me since I was snapping pics in highschool. It somehow seems like a betrayal."

"Well, I don't think it is, Peter. And I don't think anybody you can name in the Bugle would think so, either. We have a life to live that's going to require money, and if the Bugle can't help you with that-… I guess- I feel horrible for saying this to you-"

He sighed, kissed her cheek. "No, you're right, M.J. I'll have to move on. I'm sure I can find another newspaper to take my pictures. Maybe even several. And there are magazines out that kill for pictures of superheroes, so maybe they'll be willing to take a few of Spidey."

"That reminds me. I brought you something home. It's a present."

She stood, despite his slight protest, and walked back to her grocery bag. She took a magazine from it, turned on one of the lamps of the living room. Immediately, a once-gloomy atmosphere became light again. A metaphor for his soul if there ever was one, Peter thought with a smile, whenever she was around. God, how'd he get so lucky?

"What's that?" he asked as she approached, magazine in hand.

"I told you. A present. Here."

He took the magazine, returning her grin, and then looked at the cover. Mary Jane stiffled a laugh, suddenly wishing she had a camera to record his facial expression-

" ‘Scapegoat of Superheroism', eh?" she whispered, kissing his cheek and picking up the groceries. She headed for the kitchen.

Peter only sat on the couch, still staring at the magazine, occasionally blinking. On the cover was a great, big artist's rendering of Spider-Man.

The cover title read: "THE SPIDER-MAN FANZINE!", followed by the blurb "Premiere issue!". Below that: "68 Pages of the Greatest Superhero in the World! 85 Photos of the Webbed Wonder in action! Fun Facts about Spider-Man's career! Editorials in Favor of the Amazing Arachnid! And Much, Much More!"

Without the help of Hawkeye, she might never have been allowed access to the security camera video tapes. As it was, Angela Stoic-the superheroine QUIVER-had been able to contact the old Avenger, and God be thanked he had remembered her. They had visited the Temporary Containment Facility together and were quickly allowed entrance by the warden, a man named McDaniel.

Hawkeye had soon after left on an emergency, but Quiver's association with him left her without any problems. The guards had ushered her into the surveillance room, where she had been left with one of the most stomach-churning viewings of her life.

She watched the gray screens through her visor. Upon them, Electro's escape was shown in all of its gory detail. He had taken a guard's gun, held Kari Kline hostage, and then somehow summoned more electrical power than anyone had believed him to be capable of generating- Enough to short-circuit his manacles!

Simply seeing Kari in that position had almost been enough to bring a tear to Angela's eye within the visor. She had known the girl only so long, but she had been wonderful, a sweet girl… She almost had maternal feelings toward the girl.

Finally, the tape flickered and ended as Electro unleashed a burst of power to short out the entire prison electronic system. The guard manning the surveillance room sighed and sat back, looked to her.

"Is that it?" Quiver asked hesitantly.

"I'd say that was enough," the guard snorted. "We've got one of our most dangerous inmates loose with a hostage. You're on this case?"

"Um, yeah," Quiver said.

"Hnh. I never heard of you."

"I'm sort of new."

"Then you're dead," the guard said. "Electro's been around as long as I have and he'll-"

"That's enough, Jim." The commanding voice of Warden McDaniel had shocked her, and she realized that she hadn't even heard him approach. Boy, that was alert of her. "Did you show her all of the tapes?"

"Er, yeah. Yeah, of course-"

"I mean it, Jim. ALL of them."

"But-"

"If she has the trust of an Avenger, she's alright by me. Play it."

The guard shrugged, inserting a new tape as the warden folded his arms and turned to the center screen. Quiver silently waited as a new video began, this one in the visitation room. Electro had been careful, but he had missed several of the most-hidden cameras within the prison.

On the screen, Electro sat in the room, across the table from Kari Kline. The video continued as a guard entered. Kari offered to shake the guard's hand.

Quiver's eyes widened.

As the night's cooler winds whipped by his body and the street lights of New York began to flicker on, Electro breathed in the air and closed his eyes, allowing himself to simply feel. About them lay a brilliant sunset, purples and oranges and yellows that one would think would soothe the most chaotic soul, and yet it did nothing for the soul of Kari Kline, the new supervillain Charge.

Electro's eyes opened and his arms lowered, as if satisfied. He gave a final, fleeting glance about the rising towers of steel and concrete that filled New York City, and he smiled at them. Charge only waited, fidgeting, occasionally adjusting her costume nervously.

"Someone's nervous," Max Dillon, ELECTRO, said, in exactly that same way he had right before Kari had broken him out of prison. And how many people had been hurt then…? How many now? She took a deep breath, tried to steel herself.

"Maybe," Kari answered. She couldn't keep spite out of her voice.

Electro shrugged and turned, moving for the edge of the gravel roof. "We'll wait until it gets a little darker, enough to where our powers will be plainly visible from a distance. Then we'll start. You'll stay here. When Spider-Man comes, I'll lead him to the parking lot a ways from here, and then I'll kill him."

It was said matter-of-factly. Electro's eyes sparked in dark glee.

Mary Jane sighed as she found her husband in the living room, already half-changed into the suit of Spider-Man. She leaned against the doorway, smiled, murmured: "Electro?"

"He's terrorizing crowds in the city, but he's not making any demands," Peter said as he pulled the red gloves with the familiar web design onto his hands. "If I didn't know better… Nevermind. I'll beat him, Mary Jane. I have to. Someone has to."

"He's one of the most deadly men you've ever fought, Peter."

"Mary Jane… I know. If the Avengers don't come to handle it, though-.."

"I wasn't arguing with you to stay," she said. "I'll put the linguini in the fridge. Just remember something for me, alright Peter? The city doesn't need the Avengers. It's got you. That's what I believe and that's apparently what a lot of others do, too."

The fanzine was raised tauntingly, the first exhibit of the case. Peter's smiling face disappeared behind an expressionless, wide-eyed red mask. Spider-Man was gone in moments, a blur as he swung over buildings. The last words he heard were a loud "Go get ‘em!" from his wife.

From where she had hidden, she could see most of the roof. Electro stood alone, continuing to occasionally hurl a bolt of lightning down at a screaming populace, or the police that attempted to surround him. Cries rose up, cries of pain. Electro smiled.

And then, there had been a light lump on the air conditioner above Kari, and then Spider-Man appeared almost next to Electro. She realized with a shock that with speed so quick that she had almost missed it, Spider-Man had bounced off of her hiding place. If he had noticed her-

No, he hadn't. Spider-Man's attention was completely on Electro, and Electro's on Spider-Man. The two men suddenly seemed to stand alone, as if the world no longer existed, and one could say that they only had eyes for each other…

"What do you want, Electro?" Spider-Man asked.

" ‘Want', Spider-Man?" the Master of Electricity asked. His voice was not playful or gloating..

"You've never been insane, Max," Spider-Man said. "You wouldn't just start shooting at people. You wanted to get attention. Am I right? Was it my attention you wanted?"

"Oh, you're right," Electro growled. "This is it, Spider-Man. I'm killing you."

"The usual revenge plot, huh? That's alright. To tell you the truth, I'm not feeling all that creative myself right now. No apologies necessary. We can just make my beating you up this time sort of like one of those silent comedies in the Twenties."

Spider-Man, Kari Kline… Anyone within or about the building. The little hairs on their arms, the backs of their necks- It all began to stand on end. The air was charging, full of portent, like moments before a storm…

"Not revenge," the super criminal said. "Simply smart business. Make a mistake, you fix it and then move on. My losing to you was a mistake, Spider-Man. You are the architect of my humiliations. If I'm gonna reclaim the majesty of ELECTRO, then, it's gonna be over your dead body. And I don't got a problem with that…"

A deafening blast of thunderous noise! At that point, all shadows were obliterated in the onslaught of the white, searing glow of lightning, as Electro hurled forth a bolt of such incredible power that it temporarily blinded all who saw it. The Spider-Sense screamed through the Webbed Wonder's head and he leaped, only to find himself being blown through the air by the sheer repercussionary force of the blow.

Spider-Man flew like a rag doll, Electro laughed, and somewhere behind an air conditioner, eclipsed by the roar of Electro's fury, sounded the SCREAM of Kari Kline…

The Webslinger landed hard on a nearby rooftop, his very mind shocked by the blow, but his body unwilling to surrender so quickly. Even with his superhuman strength, however, he was fully aware of how he had been knocked away, and not even by the main blast.

‘..He blew me onto another rooftop,' Spider-Man thought, standing. ‘That blast- Far more powerful than anything Electro's hurled at me before. Did he try his insane ‘Light the Night' experiment again, and succeed this time in gaining the power he wanted? Is that possible? Or is there another explanation…? Wait- Electro! He's-!'

Spider-Man suddenly became aware that Electro hovered over him once more, actually riding his own electrical power through the air. The evil face sneered down at him, the eyes burning from behind the yellow, lightning-bolt style mask. The villain was waiting to see if Spider-Man would continue or try to run, flee for greater-powered help.

Spider-Man shook his head of the stars circling it and said: "ARCHITECT-? I'm the ‘architect' of your humiliations? Electro, I'm the guy who's put you behind bars about ninety percent of the time, and I'm going to tell you right now that you should be going after the PLUMBER…"

Another bolt of white, pure power. Spider-Man ordered his body to move with renewed speed, and the bolt passed underneath him. He flipped, landed, allowed his feet to adhere to the surface just as a spider so that he wasn't thrown off the roof.

Electro grinned. "Plumber, eh? Get ready to be wrenched."

And like a white, streaking bullet in the sky, Electro was retreating. It was a trap, Spider-Man knew, or he was being toyed with. With the kind of power that Electro seemed to suddenly have, both were possibilities. Maybe there was someone he could call that could help him-

‘Not necessary,' he thought suddenly. ‘I'm Spider-Man. And you've just found more trouble than you can handle, Electro.'

He fired a webline and gave chase.

‘But… So obvious!' Kari thought. ‘…Same way that Electro used me to break free from his… power dampeners in the jailbreak. The nature of our powers are identical, which means not only can we unify our power to overcome things that we couldn't individually… We can draw from each other's energy! Why didn't I guess… that was his plan for finally getting the power to beat Spider-Man?'

She forced herself to breathe as the pain burned through her body and stood, using the air conditioner for support. She refused to fall again. She wouldn't. Electro had made a slight mistake in his planning. The roof was doubtlessly going to be sealed by police soon. She had to get out.

‘But- the pain!' she thought. ‘Every time Electro draws power from me- It- It hurts so much…'

"Kari," a female voice said, and Kari shook her head, thinking: ‘No, not her!'

"Angela," Kari whispered weakly. "… ‘Quiver'."

The superheroine archer called Quiver stood on the rooftop, her eyes staring at Kari from behind the silvery visor. A specially-equipped bow and arrow were in her hands, but they were not drawn, ready to fire. Kari Kline could not be her enemy. Could she?

"Kari, what's going on?" Quiver asked. "Why are you in that costume? Why are you helping Electro? I saw the videotapes, at the prison… Kari, you might have killed that guard-…"

"I'm sorry," Kari whimpered. "I am so sorry, Angela. You- You helped me so much, when my mutant powers first manifested. When I was on the run from the world. I guess I failed you, huh? I'm on the run again, but this time, I'm with a man like Electro…"

"Why, Kari?!"

"…I guess I couldn't depend on someone forever," Kari said. "Electro, he made me a deal, Angela. He said he'd teach me how to use my powers, and he has. Now nobody can harm me, nobody can hurt my family- because now, I know how to use it. The power. I can strike back now. I'm not defenseless, not just a scared little girl."

"You are still a girl, Kari, even if you've managed to become a dangerous one. You don't know what you're doing-!" the archeress said.

"I know exactly what I'm doing," Kari answered through clenched teeth. "You think I'm oblivious to what I've sacrificed? I've made a deal with a devil, Angela- but I knew what Electro was when I agreed. And this is my choice."

"…Kari.."

"My choice is to be CHARGE!"

A bolt of lighting ripped forth from her fingertips then, slashing through the air toward its target, but even Quiver's shock at being attacked by a teenage girl she had so come to care for was not enough to stop her instincts from saving her. Quiver rolled out of the way, allowing the bolt to slam into the concrete behind her-

-and the battle was joined!

‘Passenger car-?' Spider-Man thought. ‘Aw no-!'

He leaped again immediately in hopes of drawing the immediate firepower away from the innocent civilians, and only barely succeeded. Electro aimed slightly higher than he would have if Spider-Man had remained in the same spot, and unbeknownst to forty men, women, and children, a moment had just passed which their lives had depended on.

"Enjoying yourself, Webs?" Electro asked as Spider-Man threw a punch, only to retract his fist at the immediate pain of coming into close quarters with the living dynamo. "Hope I'm keeping you entertained- We're almost to the main event of the evening, and if it's any consolation, even though you have to wait just a little bit longer-…"

There was sudden, complete darkness. The train had entered a tunnel.

"-there are others who are waiting besides you."

The tunnel lit up in bright white as Electro fired another blast…

‘Yeah, I'm gonna last,' she thought as she slowly crept about the dark roof. ‘I can barely stand up, and Angela's good. Maybe not Spider-Man Good, but Good. And I can barely build up any power- Electro keeps taking it to fight Spider-Man!'

Above her, Quiver tensed, the arrow notched and ready for flight in her hands. She had only to release and allow it to take its path and Kari Kline, ‘Charge', was down and out, no longer a danger to herself or others. So why was she hesitating? It made no logical sense, but there was something rebelling against the very thought of striking down that teenage girl, that mutant…

‘Make a decision now, Angela,' she thought to herself. ‘Or the decision could be taken- NO!'

Kari suddenly whirled, firing another bolt of energy straight at the concealed Quiver. The arrow was released in Quiver's surprise, missing its mark by several feet, and once again the woman barely managed to escape the deadly sting of Charge. She fell, landed expertly with the gymnastic skill she had honed for most of her life, and with a silent plea for Forgiveness, jump-kicked Kari Kline.

The kick connected, and Kari Kline fell. Another arrow was notched and aimed at the fallen Charge, and Quiver fought to keep any wavering out of her voice as she looked down upon the beaten mutant girl.

"I don't want to have to hit you again. Stop this!" Quiver said.

‘She's got me,' Kari thought groggily as she cleared away the stars, ‘… I can't fight her, not like this. Oh, Angela, I'm so sorry. I can't go with you. I can't let you take me in. And the only way I can stop you from doing it… Is by using Electro's tactic, and borrowing from the power we share!'

It was quiet on the street. At that time of night, few would be out, especially in a neighborhood such as the one they were in. The windows were covered by black bars, the air stunk discreetly of the garbage that filled the alleys… Eyes watched the two costumed opponents, the human eyes of civilians within their homes and the gleaming eyes of rats.

‘Electro must feel like he's coming home,' Spider-Man thought, said: "Thanks for the sight- seeing tour, Sparkplug, but we neglected to check out the jail. I was really counting on you giving me an expert's tour!"

"I'm going to miss the wisecracks, Webs," Electro said, his hands glowing once more in signal. Spider-Man tensed, preparing to throw all of his body into an immediate, desperate dodge…

"But like I said," Electro was saying, "We're not quite ready ye- Argh!"

It was abrupt, a sudden change that froze even Spider-Man. Electro's sneer contorted, becoming a grimace in resistance to hot, fiery pain, and all of the powerful majesty of the villain suddenly left him. In place of it was a tortured soul.

"She- She's using my power-!" Electro hissed the clenched teeth.

‘Weird!' Spider-Man thought, regaining himself. ‘I have no idea what's causing this, but it may be just the chance I need! So far, Electro's been too powerful for me to take down! I have to press the advantage! It may be the only chance I get!'

The Webbed Wonder launched himself forward from the lamp post, his target simply Electro's vulnerable, human body! Electro was not so bedeviled, however, that he could not react to the impending threat, and a weak beam of electricity was enough to divert the Spider-Man from his chosen course.

Electro stood tall again, beads of sweat evaporating as they condensed upon his forehead. His eyes sparked with renewed vengeance… "Sorry, Spider-Man. It won't be that easy… and though you can bet I'm going to have ‘words' with my little apprentice, this has come too late in the game to change anything now. We're at the end of the road, Spider-Man. For my mission, and your life. Won't you join me?"

The villain turned, running for one of the dark alleys, and Spider-Man could only give chase. Electro disappeared within the iron gate inside, entering the dark, un-used parking lot that children so often now played basketball games in. Spider-Man followed, landing in its center with several jumps, and he heard the iron gate predictably close and lock behind him.

And then the lamp posts lit with dazzling brightness, shedding their orange illuminating down to reveal the entire parking lot's expanse. There was a crowd gathered there, a small mob of cutthroats, bank robbers, gangs, and thieves, the lowest rung of the criminal underworld's mighty ladder. They stared at him with crooked grins and burning eyes, all hating him, all laughing and taunting... and leading them was ELECTRO.

"They've come to see tonight's match, Webs!" Electro yelled over the din of yelling, laughing, snarling villains. "They've come to watch me waste you."

"No Refunds, right?" Spider-Man asked. Electro shook his head with a smile, his yellow-gloved hands lighting once more with enough power to light half of the dark City That Never Slept. The criminal horde gathered about the two costumed figures and enclosed them in a circle, being sure to give them room. None wanted to die by a stray bolt of electricity or a bonecrushing punch.

‘It's like a boxing match,' Spider-Man said. ‘A title fight. I can actually hear bets being placed out there on who'll win! This is nuts! But the only way I'm getting out of here is by beating Electro- And if he doesn't think I'm ready to, he's got another thing coming!'

"You're gonna die, Arachnid," Electro smiled, his face darkly serene. "I'm going to bust you up. Spill every red drop you have on this pavement. Maybe they'll put a little memorial around here somewhere, if you're lucky."

Something began in the crowd of criminals and quickly spread, a rhythmic beat. The criminals were beginning to clap and chant a haunting mantra… "E-LEC-TRO! E-LEC-TRO…!"

Spider-Man only heard one voice among them all, and that was the voice of a beautiful woman named Mary Jane Watson-Parker. "Go Get ‘Em!"

"Alright, Sparkplug." Spider-Man's fists clenched. "Make my day."

She'd done it. She'd summoned and pulled forth not only her own power, but the power of Electro, and she had used it to- to what?

‘Oh…' she thought suddenly, looking down at a body in the dust, ‘…God. No.'

She fell to Quiver's side, ripping away the blocks of fractured concrete and the jagged metal that had covered her form. ‘No!' Her hands moved faster, panic set in. ‘NO!' And finally, the body was uncovered. She ripped away the cracked silver visor from Angela Stoic's eyes, looked down at a cold face with watering eyes.

"NO!" she screamed. Her hands quickly, violently seized Angela Stoic's wrist. "You can't die!" No pulse. "You can't-!" Ear to her chest, but no heartbeat- "-die! You can't! Dammit-" Brush away the tears. Kari placed her hands over Quiver's heart, tried to steel her shaking hands.

With all of the control she could muster, she sent a short burst of electricity into Angela Stoic's heart. The body of the heroine jumped, but did not move. Kari refused to break down into tears.

‘Clear!' she mentally thought, unsure as to why… She had never known why the doctors said it. She shocked Angela Stoic's system again, then again, unrelenting in the effort to revive her-

-and then, there was Life. Angela Stoic's heartbeat returned, thundering in her breast, and then the roof's access door burst open. Police and paramedics flooded onto the roof-

"She's alive!" Kari heard herself screaming to them. "Get over here! Help us! She's alive!"

"Freeze, Miss-!" "Nobody move!" "We've got a wounded woman here!" "Get her out!"

Quiver was placed on a stretcher, gripped by two burly paramedics smoking cheap cigarettes… Kari Kline struggled past officers, trying in vain to keep up with it, but the police were unrelenting, blocking her path-

"Stop her-!" "Hey, stop right there." "Free-!" "Alright, lady, we need you to cooperate-!"

"I can't," she said, stopping. The paramedics disappeared down into the depths of the building, no doubt moving for an ambulance on the street that would take Angela Stoic, Quiver, to a hospital. The police had surrounded her now, some with guns drawn, others with only an outstretched, trusting hand- Dozens of eyes on her-

-and this time, Kari Kline realized, she had the chance to do the right thing..

"I can't cooperate yet," she said again, her breaths deepening as she steadied herself. "I've made a mistake, and I need to fix it. Electro's killing someone, right now- and he's using my power to do it! I don't expect you to understand… but I can't let you stop me- from reclaiming that power!"

"A little slow there, Webs!" Electro howled as Spider-Man cried out in pain. The hero fell and rolled across the dirtied pavement, small wisps of smoke trailing behind him, and the living dynamo that was Electro smiled.

‘Get up, Pete- It's not going to end like this!' Spider-Man thought, immediately rising to his feet again. But Electro's own power had not waned since the battle had started, and he was as quick to strike as ever. Spider-Man's slowed body was immediately brought down with another burst of power to turn muscles to jelly. The blow elicited a mighty chorus of cheers from the criminal crowd in response, then laughter, jeers.

Spider-Man only stood again, his mind and soul unrelenting in their demand that his body continue the battle. Electro sniffled, suddenly launched forward with a right hook that Spider- Man, in his condition, could not dodge. The fist cracked across his masked face to the resounding laughter of a murderous supervillain, and Spider-Man stumbled once more.

A punch of Spider-Man's own was thrown, hundreds of volts crashing through his arm the moment his fist connected with Electro's skin. The superhero fell to the concrete, for the eleventh time.

"What else do you got for me, Webs? That wasn't bad. I almost felt it," he heard through ringing ears. "Or are we about done? Fine by me, I mean. I need to get my beauty sleep. Time to die?"

"…No.." Spider-Man gasped, but then a fist full of enough electrical power to stop the heart of any man crashed across his face, and Spider-Man lay still. For a moment, just a moment, there was the calming silence, even amidst such a crowd as this, that came with Death. Spider-Man did not stir, though they waited and waited…

Spider-Man was dead.

"Well, I guess that takes care of that. Spider-Man's dead, boys and girls. Spread the word. Electro's killed Spider-Man… Well, no. No, I guess that ain't true. I think he asphyxiated. How could he breathe in that mask? Perhaps we should take it off of him. What do you think, Boys? Unmask him? Give Spider-Corpse some air?" Electro asked, his face rising to scan the crowd. A new, raging torrent of affirmatives, laughter, cruel joking met the question, and Electro nodded. He raised a hand to them, as if to say "The crowd has spoken", and turned his attentions once more upon his adversary.

"Don't worry, Webs. I'll do this unobtrusively. Wouldn't want to wake the Dead," he said, reaching down to grip the red of the Wallcrawler's mask-

-and then the Fire, the Pain hit again, worse than Electro could possibly have imagined! The gloved fingers of the living dynamo released Spider-Man as he screamed, the sparks about him suddenly dying out! The crooked smiles of fellow criminals turned to open-mouthed expressions of fear and uncertainty. Electro stumbled, almost falling backwards…

"…Her!.." he hissed. "It's- her! She's taking her power… No! NO! She's not simply taking her power- She's absorbing mine! The Witch!"

Electro clutched his stomach, doubling over as he became awash in the agony that he had caused in his teenage protégé. He stood alone in the middle of the parking lot arena, a victor over his enemy's corpse, and the witnesses of his victory could only watch as Electro went through perhaps the most horrible, painful experience of his life.

"I- I'm not going to- lose to her!" he was screaming to their frightened ears. "She's trying to take my power-? I've wielded it… for years! Years! She's an ant! I'm going to crush her! Crush…!"

Another howl of torment clawed forth from Electro's lips…

It was a howl that eclipsed almost every other sound, so that Electro could not hear the criminals about him... If only he could, for they were whispering to each at that moment!

"…Hey.. Hey, waitaminute-!"

"Joey! Joey, look..!"

"Holy cow.."

"I- I think he's-!"

"He is! He's moving!"

"He can't be. He can't be."

"He is! He's alive!"

"Oh nooo-!"

Finally, Electro's ears reached beyond his own scream, and he whispered: "…What?"

The feral eyes of a living dynamo turned to his enemy, and went wide. "No…! I- I can't fight-!"

"Bad news. I can," Spider-Man said. There was the whoosh of air as a fist swept through it, slamming into the mad man. Electro flew like straw in the wind. The costumed villain landed hard, crunching several bones as he impacted with the concrete, and a new silence dawned as Spider-Man and hundreds of eyes turned anew to Electro, awaiting the rise of a lethal, demonic man-

-but there was no rise. Electro lay still, beaten. And Spider-Man's own eyes turned to sweep over the crowd assembled, a gaze that had immediate consequences…

"Aw, shi-!" the first of the criminals said, and the cries were quickly taken up.

"Run! Go, go, go!"

"Move! Before he comes after us-!"

"Get out-!"

"After me… Hey, don't push..!"

"Forget you, Pal, I'm not waiting-"

"Someone help! Don't let him get me!"

Bobby the Bruise alone stopped as his fellows rushed by the fallen, groaning body of Electro, looking down on the supervillain. Electro's eyes met his, pleading and appealing to the loyalty and acceptance of the Criminal Underworld that he had illustrated so well to little Kari Kline-

Bobby the Bruise gave Electro a final, humiliating kick in the ribs, spitting on the fallen supervillain as he did so. "Crazy to believe you, man! Some manifest leader t'riches you are, ‘Electro'!"

He ran.

Spider-Man stood alone, far too tired to give chase to any of the numerous criminals, standing in the harsh, new lights of the parking lot. He bent down, seizing Electro by the collar, hoisting him up to eye level as he began the long walk to the nearest police station.

"It's over, Electro," he said. "For good. You won't get out again. Somehow, I don't think you'll even want to. This hasn't been some cold, calculated step in your career. This was an honor duel, a last battle, even if it was demented, and you know just as well as I do what the results were."

Spider-Man looked once more over that dirtied, cracked parking lot. A few beer cans rolled in the wind, sharp, gleaming glass glinted in the lights. An arena, the battle over. Spider-Man smiled within his mask.

"You know you almost had me?" Spider-Man said. "But I've fought too hard, Electro. For my life, for the Right Thing. And in the end, it wasn't my conviction about that which made me beat you. It was that if you keep struggling to do that Right Thing, you find that other people eventually realize what you're doing. They start to believe in you, maybe immediately and maybe eventually. But they believe in you. Care for you. And those people, in the darkest times, they hold you up when you'd otherwise collapse… Weird as they must be, there are people out there who believe I'm the greatest hero on God's Green Earth. And to know that someone thinks about me that way gives me all the strength in the world, whether it's a crowd of fans or just a single woman, an old aunt or a loving wife…"

"Then what happened?"

"Kari took off. Left New York. Nobody can find her," Angela Stoic, the superheroine QUIVER, said sadly. She took a deep breath of the warm air as she sat on the rooftop, watching the people in the streets below move about their daily work.

Spider-Man nodded from his perch upon the wide neck of the stone gargoyle, sighed. "I'd been wondering how all of that had happened. How Electro seemed so powerful. Look, maybe I can try to get a line on this Kari Kline-…"

"You won't be able to," Angela said. "She's gone."

"Then we can only hope, I guess. If you ever need any help with your new superwork career, Angela, don't think you can't ring." He stood again, fired a webline. He had an appointment at the Daily Globe. With any luck, he'd be able to sell several of the pictures he had snapped as Spider-Man in the last few days.

"Do you think that's far-fetched?" Angela asked.

"Do I think what's far-fetched?"

"Hope."

"Not at all, Quiver," Spider-Man said, leaping away. "Not at all."

‘That about wraps it up,' he thought as he flipped across the city skyline. ‘Electro's back in jail and I've got answers. It's too bad I didn't know about Kari Kline until it was too late… Maybe- Just maybe, I could've done something. But all in all, I call this one a mark up for the good guys.. Now all I have to do is find a way to make money without the Bugle's patronage of my photographic talents.'

He flipped, landed, bounced and fired another webline. "Ah, well. My life may have its troubles, but I wouldn't trade a second for it… and I can't wait to see what happens next!'

And somewhere in Queens, a young mutant took a final, longing look at the home she had grown up in all of her life, and then boarded a bus for lands unknown. Kari Kline, on the run from the Law… Again. And she couldn't help but wonder how long it would be that way, if it was possible to ever get out of a hole you've dug so deep…