Spider-Man 2099 UG

Volume one, Issue five
Words by Chris Burns
Plot ideas by Jshir, HJ, and Drillnot
Fall of Alchemax concept by Drillnot
Characters and 2099 concepts by Marvel


FALL OF ALCHEMAX

Part Four, The Conclusion
CROSSROADS
November 1997

     " 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 let's 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 Spidermen 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 does 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, the
pair of combatants are equally matched when he was at full health... this
was 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 arch's 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 will not be needing your services for the time being."
     " Too bad! If I ain't on retainer I guess that there is no reason why I
shouldn't kill you here and now."
     Ah shock!

************************************************************************
(Alchemax ruins- a lower level)

     Deep within the rubble of Alchemax, in the heart of what once was the
single most powerful 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.

************************************************************************
( 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." ( 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 is your lucky day. I will forget my little death threat if
you tell me where I can find your boss... where is Miguel O'Hara?"
     " I won't tell you that! I'm his body guard for cripes sake."
     "Wrong answer Spider-Man. I give you two seconds to reconsider. Then I
will just kill you and find him myself."
     "Go Shock yourself."
     Venture shrugs and brings his weapon's barrel up. " It's your funeral."
     BOOM!!!!
     Spider-Man leaps, before he realizes that it was not Venture's weapon
that 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 but due to his heightened sensitivity to light
he was hurt by the timely flash grenade. His senses scream at him and he
leaps blind barely escaping another fatal blast. He hears Venture over the
din of his energy fire. " This isn't going to save you Spider-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
breath heavily. Then a strong hand grabs him under the arm. Miguel is about
to strike back when he hears that familiar voice. " You Stupid SOG. I said
run."

************************************************************************
( 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 multi- phasic 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 destroy the power generators that
power the shield." 
     " Of course I bow to your wisdom, and beg forgiveness for my ignorance,
but how will we gain access to the generators 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 it's 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."

************************************************************************
(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." Punny 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."

************************************************************************
(Nearby- Downtown, Le Osha Temple)
     
     Conchata O'Hara is certain she has lost her mind. Here she is wandering
alone in Downtown. She has no choice though. Her son is in danger and he
needs a hero. She had heard in recent weeks that a hero of the people had
arisen from the ashes of downtown and had a following in a faction church.
She makes her way to that church now.
     As she walks she thanks the powers that be of her life now, for as she
looks around downtown she realizes how lucky she is. The place is a
shambles, with areas of drying silt deposits and decaying bodies, both a
testament of the recent flooding in the forgotten underbelly of Nueva York
(SEE Spider-Man 43-44... Continuity Chris). No one knows what caused the
flooding and it could of easily rose to Uptown. Luckily it didn't, but this
neighborhood was devastated.
      Lost in her Reverie, she is surprised when the Church was before her.
The rumors that Conchata had heard spoke of things both Dark and heroic, and
she would be a fool not to be frightened now. The church shows obvious water
damage and stands lonely in the shadows of the world above. Conchata takes a
deep breath and pushes open the door with a loud creak.

********************************************************************
( 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 and 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."

***********************************************************************
( 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."
     Shocking great.

**********************************************************************
(Uptown...Gabe O'Hara's apartment)

     Gabe 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 forming chair. He calls out to the
computer to play back his messages. There were none.
     " Nice to know I am missed." he mumbles... then smiles. Who shocking
needs them? Not me. He closes his eyes and hits the control to activate the
Vid screen. He will just sleep here for a while and then go take a shower.
     The volume was 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 off 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 changed 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... "
Mig is dead!"

************************************************************************
( 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.

**********************************************************************
(The skies over the Alchemax shield)

     "Halt in the name of the Public Eye! I repeat, halt or be destroyed..."
     "Aw, 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 am doing 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 will be a very short flight."
     " It sure will."
     " Thanks, you really shocking 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 devise you are wearing over the armor
will stimulate the Nanites allowing them to more quickly mimic and supercede
the variations in the shield modulation. It is still quite likely that
Multi-phasic 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
looses 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 90 MPH and in a flash the device he wears
kicks in. Iron Man feels a momentary discomfort as the nanites rebel against
having their nature's 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 70 MPH. The Fly Boys who pursued him were destroyed on
impact with the shield.

************************************************************************
(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 loosing 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 pussbag 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,
Venture had pulled, and struck 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 begin to get on the loosing 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 has not got 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 fared little
better. A large hole exists were Venture was hit by the robot's beam, also
the fisticuffs has left both combatants battered. Suddenly when Power bat
met stun stick Punisher is hit from the side and knocked down by Spider-Man!
     " Now!"
     In concert, 3 of the robots fire on the ceiling over Venture and the
roof comes down!!!!

************************************************************************
(In the rubble of Alchemax Tower)

     " Come on! Wake up Javier! It's Starr!"
     The Man now called Iron Man really resents being disturbed. In
unconsciousness he can ignore the pain, and his cursed life. But that
insistent droning of his friend will not be denied. Unfortunately, with
consciousness also comes his memories. He remembers the near death
experience he had with the shield. It should not 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 am 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 outa here.
     " You can go but I am not leaving without HOMER."
     Iron Man's companion only shakes his head.

***********************************************************************
( Downtown- Alchemax restricted access entrance)

     The entrance to the restricted access has a base station that houses
the HQ for the Alchemax law enforcement in Down town. At any one time under
normal circumstances this building would house over 150 officers. Tonight
with the looters and crime wave there are fewer than 20. That is why when
the swarm of Specialists descend it takes only seconds to kill every man and
woman posted there. As the last Watchdog falls his killer speaks. " This one
will not be kept from his duty. You have died with honor."
     He turns to the others. " Quickly! To the generators that power the
shield." Then a mass of samurai enter the bowels of a destroyed Alchemax.

***********************************************************************
( In the rubble of the Alchemax Tower)

     Iron Man and Starr had 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 it's 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 though, Starr mentions this is the first level he has seen with a
power source. It is even lighted. Iron Man takes a few steps in 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.
     " Hello. I am the Spy master. If you have tripped this automated device
then you are my prey. Haha. Really don't feel bad. It is nothing personal...
just a job I have been paid a lot 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
feels weak. Somehow it immediately begins draining his already depleted
reserves. Starr seems unaffected by the rain but sees the effect it has on
Iron Man. He whips out 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-nanite 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 is... " I am gonna die in this
damned armor,"

**********************************************************************
(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 is my
responsibility. I couldn't have gotten this far with out you but you have
your own war out there."
     Punisher smiles. " Shut up ya pussbag."

***********************************************************************
( Sublevel shielded Generator Chamber- Alchemax)

     The Specialists met no further resistance once inside the Alchemax
building as every sane living person had already left. They efficiently
reach their goal and plant the explosive devices all around the generator
devices for the shields. Once the last device is set one of the many raises
his hand... in it is a detonator.
     " This one is proud this day. We shall bring down the shield and bring
Victory to our most honorable company!!!"
     The others yell " Victory and honor!" as the thumb depresses the
plunger and the room explodes.

***********************************************************************
( Uptown- ground level at the Alchemax ruins)

     The ground shakes and again panic grips the streets of Nueva York.
People 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 it's 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 have the symbol of Stark- Fujikawa upon them.

*********************************************************************
( The bowels of the Alchemax Tower)

     The sudden energy loss can be heard throughout the complex. Spider-Man
curses. " Shock! Someone has hit the shield generators 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 can't find a turbo lift that works 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 cal.
slug thrower and the pair cautiously enters. 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.
     Oboy.

*********************************************************************
( Near-by- 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 am 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.

***********************************************************************
( Bowels of Alchemax- Computer level)

     "Help..............*clik* Me.............pl........please."
     A very wounded Spider-Man stands next to a 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 that answers. " You are Spider-Man aren't you? The
CEO's bodyguard? We have 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. "
Hmmnn. 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." 
     Spider-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 spinerettes 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!"
     Sman 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 DeSilva begins
tearing clothes into bandages. Finally the nanite 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 start, 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 is welcome to it."

************************************************************************
( 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 20th century he has called his mansion The
Hellhouse. Considering his line of work it is only fitting. You see Marker
is arguably the most deadly man in the world 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 greatly reduce 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 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."

************************************************************************
(INTERLUDE ONE:)

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

************************************************************************
( 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 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 "...yes?"
     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 DeSilva." 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..."
     " Alright. 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, currently inactive, Uatu. A
project ultra 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."
     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."
     " 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 sorrybutt 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.

************************************************************************
( Downtown- the rubble of Alchemax)

     After the shield came down, the Stark Fujikawa excavators descended
into the rubble seeking to pillage the Tower of it's 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.
     Even before the debris stopped falling Morbius led his followers into
the Maelstrom to find his friend. After several hours one of Morbius's
followers, a former Spiderite, finds a man without a mask half buried
wearing the spidersuit.
     " Hey!" he yells for help " I found him!"
     As the others begin to run his direction, the young man looks down at
Miguel O'Hara and his brow furrows. " They shouldn't find you like this." So
he reaches into his pocket and brings out a package in a velvet wrap. He
opens it and inside is a spidermask. He then put 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 with Morbius himself are digging him
out of the shallow rubble and Morbius sends one of his followers to the
temple of Le'Osha... and he returns with Conchata O'Hara.
     Miguel sits up with help, still wearing the borrowed mask, but is
nearly bowled over as his mother catches him in a ribbreaking 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 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."

***********************************************************************
( EPILOUGE ONE: STARK FUJIKAWA TOWER) 
  
     Hikaru-Sama has always been an unforgiving man. In honor there is now
room for mistakes. His intolerance of imperfection allowed him to build an
empire from the ground and made it rise to cower 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 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 he be left undisturbed. He had impenetrable defenses
and skilled protectors. It must be a servant.
     " Who is there?"
     Nothing...
     " 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.
     " Spy Master!"
     " That's right Hikaru-Sama."
     " I will kill you for this outrage!" as he raises the firearm Spy
Master laughs.
     " It's not loaded. You have outlived your usefulness Hikaru."
     Then the screaming starts.

**********************************************************************
 (EPILOUGE TWO: SOMEWHERE ELSE)

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

**********************************************************************
(EPILOUGE 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 there lives never
to betray that trust. Tonight, their resolve is tested. They heard the blood
curtling screams of their superior inside, had they failed in their duty?
      They did all they could... called a superior. A Specialist arrived
just as a stealthy figure exits the chamber of Hikaru-Sama. Pleased to
finally have a target for their fear, the five surrounded the newcomer who
moved 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!"

***************************END STORY**********************

Whew! This one was tough! I have to thank HJ, JS UG 2099, Drillnot, Outcast,
Chris Partin, Pete Reilly, 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. Spider-Man 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!

**********************************************************************
~Letters Page~

This is my first issue with Spider-Man... the flagship of the UG. I hope I
had tied up any loose ends that existed and still put out a quality book. I
NEED to know how I did... good and bad. Write me at Khrisbab@aol.com. Thanks
in advance.
Letters will appear here if I get any.

***********************************************************************
~ Stats Page~

Yes it is back in a new title! My enigmatic stats page. If you have any
questions about it write me! This issue we spotlight the star of the book.

Spider-Man 2099
Miguel O’Hara, active hero
Stats reflect his stats at the end of Marvel's run.

CATEGORIES

Mutant (induced), Marvel Created, Powers upon Technical Mishap.

STATISTICS

FIGHTING                VI(RM30)Superior talent (Spider-Man, She-Hulk)  
AGILITY         VIII(AM50)Superhuman sense of dexterity (Nightcrawler,
Spider-Man)
STRENGTH                VI(RM30)Press one ton (Beast, Doom 2099)
ENDURANCE       VII(IN40)Enhanced abilities (Spider-Man, Doom 2099)
REASON          VI(RM30) Understand advanced technology (Shadowcat)
INTUITION               V(EX20) Fine eye for detail (Nick Fury, Mr.
Fantastic)
PSYCHE          V(EX20) Some experience with mental control (Beast,
Nightcrawler)

HEALTH          150
KARMA           80
RESOURCES       V(EX20)
POPULARITY      20

TALENTS
1.GENETICS: His reason is considered VII in genetics (equivalent of Tony
Stark)
2.PHYSICS: Again his reason rises to rank VII in this field.
3.BUSINESS: He is considered +1 rank to any roll involving business or
money.

CONTACTS
1. LYLA: A hologram in his apartment that is his confidant and surpassed her
programming.
2. DANA: His fiancé that was recently killed in a battle with Venom 2099.
3.KASEY NASH: His downtown Contact.
4. GABRIEL O'HARA: His brother and sometime foe.

EQUIPMENT
1.Spider-Man SUIT: It is made of unstable molecules and allow him to use his
powers in it without tearing it apart. It was a costume for the festival of
the dead.
2.AIR FOIL: He wears an airfoil on his suit that grants him the rank V(EX20)
ability to glide or break his falls.

POWERS
1. CLAWS: VII(IN40)
Miguel possesses retractable claws that make him a formidable opponent. His
instinctual use of these weapons give him an edge in combat on par with
Wolverine of the heroic age (Rank VII). They can do rank IV damage to
organic material (10 pts.) And also grant wallcrawling below.

2. WALLCRAWLING: VII(IN40)
He can travel vertical and inverted surfaces. If he uses all four available
limbs he can move at 3 areas per round (45 mph)on those surfaces. This drops
to 1 area per round (15 mph) if only 2 limbs are used. His adhesion ability
is considered rank VII which is pitted against the slipperiness of the
surface and the severity of surrounding circumstances. Miguel weighs about
170 lbs. For each 175 lbs. He tries to carry while climbing reduces his rank
by -1. He can also use this power instead of agility to maneuver vine, webs,
and the like.

3. HEIGHTENED SIGHT: IV(GD10)
He has modified eyesight and can see clearly in most situations out to his
normal range of sight. He can ignore darkness but other conditions such as
fog can only be ignored if their rank does not exceed this power's rank. The
side effects of this power are that his eyes turn white and that light based
attacks get a +1 bonus against Spider-Man. He has taken up wearing dark
glasses as Miguel.

4. WEBCASTING: VII(IN40)
He has spinerettes in his arms that can shoot solid webs. It can hit a
target in 100 feet and adhere. It can ensnare anyone within a target sight.
It has rank VII material strength after one round but will evaporate after
one hour. He can travel at about 45 mph if he swings from web to web. He
could also make a shield of rank IX strength. His webbing has a finite limit
(as seen in issue 8) and he has only about 40 uses per 24 hour period.

5.VENOM: V(EX20)
To the best of my knowledge this was only used once in Spider-Man2099 # 24.
From his fangs he can inject a paralytic venom that will stun the victim for
1 to 5 rounds. Treat as a rank V poison.

6. COMBAT SENSE: VI(RM30)
I personally have never in the books seen evidence of this but the
‘spidersense' is listed as one of his powers in the 2099 World Of Doom
Special. It supposedly warns Miguel of dangerous situations but is not as
intense or obvious as Peter Parker's was. He cannot be blindsided when this
power is in effect. Also when attacked, if he makes a psyche feat, he can
execute one additional defensive action per round. If he ever looses this
power (i.e. in cyberspace) he treats his intuition as listed but agility
feats are -2 ranks.

RUNNING THE CHARACTER
Miguel is a maudlin corporate lackey that felt he ruled his destiny until
his brilliant research was abused by Alchemax to speed the Corporate Raider
Program. He tried to quit but was exposed to a designer drug to control him.
When he tried to cure himself, a spiteful co worker caused the mishap that
would create the Spider-Man of 2099. He is a man who has a much more cutting
sense of humor than his predecessor but the have much the same motto... With
great power comes great responsibility. He is a hero in every sense of the
word.