Herman Schultz, better known in criminal circles as the Shocker, had once been nothing more than an ordinary man with an extraordinary talent for invention. His talent had led him to develop a sophisticated high-frequency vibration device that granted him devastating destructive capabilities far beyond those of any normal human being.
Before joining this particular criminal conspiracy, Schultz had attempted to rob several major banks throughout New York City, only to find his carefully planned heists foiled by Spider-Man's intervention. After suffering multiple defeats at the web-slinger's hands, he had learned that the notorious crime lord Wilson Fisk was actively seeking individuals capable of eliminating the costumed hero permanently.
The opportunity had seemed perfect—not only would he finally get revenge against his persistent nemesis, but he would also receive a substantial financial reward from Kingpin's organization. It was exactly the kind of mutually beneficial arrangement that appealed to Schultz's pragmatic nature.
When Peter saw Shocker's display—crushing a metal drum with raw vibrational force—he instantly shifted into character. His eyes widened, his posture stiffened, and he raised his hands as if in panic.
He looked every bit the terrified civilian.
"Bu…but…," he said, his voice trembling just enough to sell it, "which Spider-Man are you looking for?"
"Both of them, obviously," Kraven replied without the slightest hesitation, his predatory confidence radiating from every word.
"Wait just a moment, Kraven," Bullseye called out from his elevated perch among the factory's exposed steel beams. "We cannot handle two Spider-Men simultaneously. Today, we have only one target here."
"You are wrong about that!" an unexpected voice rang out across the abandoned facility.
The declaration was immediately followed by a distinctive crystalline sound that echoed through the empty industrial space—like a glass sphere rolling across concrete flooring. Accompanying this audio cue came the unmistakable electronic beeping of an armed explosive device.
The sound instantly put every criminal present on high alert. As individuals who had spent their careers operating within the violent underworld, they were all intimately familiar with the acoustic signatures of dangerous weaponry.
This particular sound pattern was unmistakably that of an active bomb.
Bullseye's trained eyes immediately swept the area and located a bright yellow spherical object rolling directly toward the Rhino's position.
BOOM!!! Before Aleksei Sytsevich could react to the approaching threat, intense flames and superheated gases from the explosion completely engulfed his massive armored form!
Then, like a emerald specter materializing from the shadows, a green figure burst through the factory's deteriorating ceiling. Harry Osborn descended on his signature glider, his voice ringing with heroic determination as he shouted, "You're the target now!"
The sudden appearance of this new superhero caught everyone completely off guard, but no one was more shocked than Peter Parker himself.
He couldn't comprehend why the Green Goblin—who had been officially declared dead following Norman Osborn's public downfall—would suddenly reappear in this critical moment.
However, the newcomer's subsequent actions only deepened Peter's confusion. Rather than attacking him, this Green Goblin began hurling pumpkin bombs with deadly precision at the assembled villains.
Harry felt no concern about accidentally harming Peter and Ben with his explosive arsenal. Although the Green Goblin armor's auxiliary AI system couldn't match Eunice's sophisticated capabilities, it was more than adequate for calculating optimal bomb trajectory, explosive yield, and safe detonation distances.
"Are they fighting among themselves?" Peter asked, turning toward Ben with genuine bewilderment.
"Could you possibly be any more dense?" Ben replied, rolling his eyes with obvious exasperation. "That's Harry."
"Harry?" Peter blurted out in shock, then immediately caught himself. "But why is he wearing the Green Goblin's armor?"
Even as the words left his mouth, Peter realized he had asked an incredibly stupid question. The Green Goblin technology had originally been developed by Osborn Industries.
Sure enough, after completing his initial bombing run, Harry immediately called out to his friends: "Peter, Ben, are you both alright?"
"We're fine," Ben replied calmly as he applied gentle pressure to his restraints and easily snapped the ropes that Kraven had used to bind them.
Meanwhile, Shocker reacted to the incoming pumpkin bombs by raising his gauntleted arms and releasing concentrated vibration waves to detonate them safely in mid-air. Bullseye simultaneously opened fire with his sidearm, sending precisely aimed bullets toward Harry.
Kraven chose a different approach entirely. Rather than attempting to destroy the explosives, he used his enhanced agility to leap clear of the blast radius, then employed the factory's exposed structural beams as springboards to launch himself directly at Harry's position.
Harry manipulated his glider with desperate skill, barely managing to evade Kraven's pouncing attack. However, another shot from Bullseye struck him squarely in the back, nearly knocking him from the air.
Fortunately, the glider's magnetic restraint system kept his feet securely locked in position, preventing what could have been a catastrophic fall. For someone who was essentially an ordinary human being beneath his technological armor, losing his air advantage against these super-powered criminals would almost certainly prove fatal.
From the communication device clipped to Bullseye's tactical harness, Wilson Fisk's voice crackled with barely controlled rage.
"I don't care who this new player thinks he is," Kingpin snarled through the static. "Kill him immediately!"
As if summoned by those words, a thunderous roar erupted from within the lingering flames of the initial explosion. The Rhino emerged like a burning armored tank, his massive hands seizing a nearby oil drum and hurling it toward Harry's position with devastating force.
Harry twisted his glider into a sharp evasive maneuver, narrowly avoiding the improvised projectile.
Recognizing that his opponents possessed overwhelming advantages in raw power, Harry immediately called out to his friends: "Peter, Ben, you need to get out of here now! I'll hold them off as long as possible!"
In the current situation, protecting both Ben and Peter while simultaneously defending himself was simply impossible. Harry was discovering that he could barely protect himself, let alone anyone else.
With his current level of experience and equipment, he was clearly outmatched by these seasoned criminals. Furthermore, fighting within the confined space of the factory severely limited his ability to utilize the glider's advantages.
"Ben, maybe we should retreat for now," Peter suggested, giving Ben a meaningful look.
His expression clearly communicated that it was time for Spider-Man and Prime to make their dramatic entrance.
"I understand the logic behind that," Ben replied thoughtfully, "but is retreat really necessary? I seem to remember that you always wear your costume underneath your regular clothes?"
Peter looked thoroughly confused. He distinctly recalled that Ben had been the one insisting on maintaining secret identities. What had changed to make him suddenly advocate for public transformation?
"Harry is one of us now, so it's perfectly acceptable for him to learn the truth," Ben explained with cold pragmatism. "As for these criminals... please don't tell me you're planning to let any of them leave here alive?"
Ben placed his hand on the Omnitrix's interface, causing the device's selection dial to pop up with its familiar electronic chime. Simultaneously, his voice took on a tone as sharp and cold as a blade, carrying unmistakable lethal intent.
"You want to kill them?" Peter asked, covering his mouth in shock at the suggestion.
"What's the problem with that approach?" Ben responded matter-of-factly. "If they're bold enough to target us today, what's to stop them from going after our family tomorrow? Or Mary Jane and Felicia? Or even your Gwen?"
"What do you mean 'my' Gwen..." Peter began to protest.
But Ben continued without acknowledging the interruption. "Think about this logically, Peter. How many times have these same individuals attacked you in the past? That criminal called Shocker has been arrested by you multiple times, but he keeps escaping from prison without facing any real consequences. The others follow exactly the same pattern."
"You can show mercy once, twice, or even repeatedly, but if they refuse to reform their behavior, what's the actual point of imprisonment?"
"They never face any meaningful punishment because there are always people willing to provide bail money and legal assistance so they can continue their criminal activities."
"Your so-called moral principles are actually sending them a message: 'Go ahead and commit whatever crimes you want—Spider-Man can't really stop us permanently.' This only encourages them to become more reckless and destructive."
Peter found himself speechless in the face of Ben's logical arguments, because he knew that every word was absolutely true.
Legal systems were designed to serve as deterrents against criminal behavior—like the mythical Sword of Damocles hanging over potential wrongdoers, inspiring fear and encouraging lawful conduct.
However, when people realized that this symbolic sword possessed no actual cutting power, who would continue to fear its presence?
Ben placed his hand on Peter's shoulder and spoke with deadly seriousness: "Eliminate evil completely, Peter. No half-measures."
During the brief moment that the two had been engaged in their philosophical discussion, Harry's situation had deteriorated significantly.
Among the various threats he faced, most were manageable individually. Bullseye's bullets proved ineffective against his armored protection. Kraven's attacks were powerful but telegraphed, making them relatively easy to evade through superior mobility.
As for Aleksei, the massive Rhino possessed virtually no anti-aircraft capabilities, and his crude strategy of hurling heavy objects served more as a distraction than a genuine threat.
However, Shocker represented a different category of danger entirely. His vibrational attacks were essentially invisible, and the distorted air patterns they created were nearly impossible to detect within the factory's dim lighting conditions.
No matter how carefully Harry monitored his surroundings, he occasionally failed to notice the incoming attacks until it was too late to avoid them completely.
After several minutes of intensive combat, he was clearly losing ground against the coordinated assault.
Under normal circumstances, if Harry found himself outmatched in battle, he would have immediately chosen to retreat. With his glider, few opponents could prevent his escape if he chose to disengage.
But the presence of Ben and Peter changed everything. If he abandoned them now, his two closest friends would face almost certain death at the hands of these ruthless criminals.
The impossible situation filled him with frustration and growing desperation. "What are you two doing over there?" he called out while executing another evasive maneuver.
Harry was beginning to feel genuinely annoyed with his friends' apparent paralysis. He could see Peter and Ben standing in relative safety, engaged in some kind of conversation as if they were completely oblivious to the life-or-death battle raging around them. They seemed to have activated some kind of dramatic heroine syndrome from a romantic television series—clearly representing burdens he couldn't afford to carry, yet stubbornly refusing to flee to safety.
The absurdity of their behavior made Harry's blood boil with indignation.
If he possessed the strength necessary to carry two full-grown individuals, he would have simply grabbed both Ben and Peter and flown them to safety regardless of their protests.
Peter continued to hesitate, torn between his moral principles and the harsh realities of their situation.
But Ben had reached the end of his patience with deliberation and delay.
"Eunice," he commanded, "immediately hack and disable all surveillance systems and communication networks in this area."
Since he wasn't wearing his Spider-Man battle suit, Ben intended to transform into one of his alien hero forms for combat. However, before taking such action, he wanted to ensure maximum operational security by eliminating any possibility of his transformation being recorded or transmitted.
The next moment, the Omnitrix's genetic matrix began its fundamental restructuring process, covering his entire body in its characteristic emerald radiance. His human form started mutating as alien DNA overwrote his baseline biology. Strange, segmented appendages emerged from both sides of his face, while a pair of gossamer wings unfurled from his back like some nightmarish butterfly emerging from its chrysalis.
However, rather than resembling any beautiful butterfly, the transformation created something far more reminiscent of a predatory insect.
"Uh, what exactly is that thing?" Peter asked, immediately pinching his nose and backing away as an overwhelming stench assaulted his senses. The nauseating odor completely dispelled any confusion or hesitation he had been experiencing.
Out of brotherly consideration, Peter tactfully refrained from using more descriptive terms like "absolutely disgusting."
"It's Stinkfly!" Ben's voice had become high-pitched and chittering, resembling the communications of an oversized insect.
Among the original ten alien heroes contained within the Omnitrix, Stinkfly represented Ben's least frequently used transformation.
This relative neglect wasn't entirely surprising. Although Stinkfly possessed flight capabilities, his flying speed was disappointingly slow compared to alternatives like Heatblast. For most situations requiring mobility or combat effectiveness, other transformations offered superior performance.
If Ben hadn't specifically examined the selection dial's interface this time, Stinkfly might have remained unused indefinitely.
However, now that the transformation was complete, Ben had no intention of switching to a different form. For dealing with these minor criminals, Stinkfly's unique abilities would prove more than adequate!