On the outskirts of Onslaught Island.

The screaming began again. It echoes throughout the sewer tunnels. It comes from those pits. The Prelates tend to take the weak ones first and slaughter them in front of the others. It helps break any hope they could possibly have left. They do this at the same time every night. So that those deemed "genetically retarded" - i.e., those whose x-factor gene shows no sign of developing - know when their time has come. So they can count down the hours in cruel anticipation. Waiting to see who's next to get 'cleansed'.

He sits alone, brooding over his past. Every night he tries to find some way back inside those walls. Back inside Mastermind's slave pits. To the place where his only loved ones on this earth can be found. He must find some way to save his family. Some way to make them pay for what they've done to him...

Soon, he hopes. Soon, he will have his opportunity. Soon, he will have his revenge.

"Spider, you in here?" comes a familiar voice from down the tunnel.

"I'm here." He answers coldly as the wooden partition hiding him from the rest of the tunnels is forcefully dislodged from its upright standing. The light from outside invades his sanctum, and he shields his eyes from it for a moment.

"Where have you been?"

"Out." Parker hisses, as he scuttles along the ceiling. "You know how it is."

"Yeah, I know. I know how it is. But I'm tired of all your bullshit Parker! You're our best chance of freeing those people down there, and I'm not going to let you screw it up because of some dead girlfriend!"

"Back off Osborne! I can handle it. Just don't push me." Parker warns as he lowers himself down from the ceiling.

Norman Osborne is not impressed. "Don't go losing it on me Parker. The last thing I need right now is some wildcard mutate ruining everything that we've worked for."

"I won't. Once we find this supposed contact of yours, and she gives us the information we need, then you can count on me to get the job done." Parker assures his accomplice as he drops down into the knee-deep sewage waters below, letting of a loud splash which echoes throughout the cavernous tunnels.

"Okay, well let's do this. Remember, we don't have much time. Intelligence suspects that the Prelates are on to us. They know defiantly something's up, that's for sure, they just don't know what exactly. Our guys suspect that Mastermind has search and destroy parties looking for us at this very moment. We can't afford any screw-ups."

"I know."

The Slave Pits.

"So, I'll ask this one more time, before I start to become angry. What's been going on down there?" Mesmero asked one more time, whilst pouring himself a goblet full of finest red wine. It may not have been 'real' wine, but the illusion served its purpose.

The six human held captive remained silent. All kept their eyes away from Mesmero, so as to not be fooled by his mind tricks. Not that it bothered the Prelate much, mind you. He would have his answers one way or the other. They can keep their eyes clenched shut for all he cares.

Another of the Prelates, a monster called Quietus, watches on silently. At his side sits another of Mesmero's chosen, a mutate girl by the name of Amiko. She is his plaything. No older than thirteen, her 'x-factor' gene was activated through artificial means. Means created by the human man nicknamed the 'Genegineer'.

"Who is the leader of this little group?" Mesmero asks, starting to lose his patience. "Would you prefer I had Amiko here pull the answer from your brains instead?"

The six of them remain still silent, as Mesmero throws down his goblet on the floor, smashing the glass into thousands of tiny little shards.

*SHATTER!*

"ANSWER ME!" screams Mesmero.

"Fuck you."

Mesmero turns to the source of the insult. He delivers a sharp kick to the side of his captive's head, making the unfortunate recipient scream in anguish. The captive falls down to the floor in one swift motion, his head cracking open on the hard cement floor. He falls unconscious, blood pouring from the side of his head.

"HAHAHAH!!!" Mesmero laughs zealously, "Now maybe, I'll get some fucking respect from you scum!" He screamed, before spitting on the face of the bloodied man at his feet. He returned to his seat, casting the illusion that it was a throne. "Well?"

Still they were silent. None of them dared move. Any answers he had hoped to obtain would prove far more difficult than he would have first thought. Mesmero sighed.

"I see I'm going to have to do this the hard way. Okay, bring me one."

Quietus moved over into the group and grabbed one of the six. He threw the old man down on the ground before Mesmero's feet. The old human was weak, and tired. Tired of slaving away for his Prelate masters, and tired of his life of torment at their hands. "Damn you, demon. You monsters won't get anything from me."

"What is this one's name, Quietus?" Mesmero grinned, as the man before him stood defiantly.

"Jameson." Quietus answered.

"Ahh, Mr Jameson you will do nicely." Mesmero delighted, "tie him here."

Quietus wrapped his lumbering arms around Jameson's thin frame, holding him firmly in his grip. Jameson tried to struggle against the mutant's iron grip, but quietus refused to loosen his hold.

"Tie him to that post over there." Mesmero reiterated, as he motioned over to a fish-hook hanging down from the ceiling. "Now, do you feel like talking, or would you prefer to die a slow and excruciatingly painful death? It's your choice, human, but I know which option I'm most looking forward to, how about you?"

"I-I'll never talk, M-Mesmero...Y-you're just Mastermind's whipping boy. I'm not afraid of you."

Mesmero's smile turned into a look of disgust. Quietus didn't need to be told. In one swift motion he lifted Jameson high up into the air, and dropped him down on the fish-hooking hanging below. The hook drove through Jameson's back, but strangely didn't tear right through his flesh. Instead it sunk into it, keeping him hanging in mid-air.

Mesmero rushed over to the shocked Jameson, and grabbed him by the throat. He clenched his fist around Jameson's jugular, as he repeatedly punched him in the stomach. "Now talk!"

Jameson was unable to answer. Blood spewed from his mouth, as the internal bleeding got to its worst. Mesmero, seeing that Jameson's plight was over, pulled a knife from his belt and slashed it across his victim's chest. Blood ran down Jameson's bare chest, and onto the floor, as he gasped his last breath. He hug limp in the air, all the life within him extinguished.

"What a shame. Jameson? Where do I recognise that name?" Mesmero pondered, as he twiddled the sharp blood-drenched blade between his fingertips. "Didn't his father use to run a newspaper in old New York? What was his name...?"

"J. Johna Jameson." Quietus answers from where he stands with Amiko.

"Oh yes. Now I remember, he used to run the Daily Planet...or the Daily Bugle. Something like that. I use to love that old rag. Oh well." Mesmero raised the knife to cut him again, "Doesn't mean much for his boy Johnny here."

Quietus grabbed his next victim. She was a red-head. Would have been good-looking too, if not for all the bruises inflicted on her by the prelates. Quietus dragged her across to Mesmero's 'Throne' by her hair, before dropping her at the Prelate General's feet.

"Talk, girl. I don't have any more time to waste on this." Mesmero snarled as he played with the shining reflective light on the now-clean blade.

The girl stared on him intently, a defiant look in her eyes. "You want me to tell you what's been going on? Okay, I'll tell you. We're going to free every one out of these slave pits, and start an uprising against your master, and then Onslaught. But first of all, we're going to come after you for what you've done to us. Is that what you wanted to hear?"

Mesmero rises from his throne, and lays his knife down on the table. He towers above the red-head, as she cowers beneath his feet. "What is her name?"

"Mary-Jane Watson" Quietus answers.

He grabs her by the hair to have her standing up against him. He puts his arms around her neck, caressing the back of her face, as he kisses her forehead. "Thanks, MJ. Looks like I just hit the jackpot!"

Mesmero wrenches her neck,

*Crack!*

Mary-Jane's limp body drops to the ground.

"Who else want to try my patience??"

Back in the Sewers...

"Osborne!!!" cries a voice from deep within the caverns of stone tunnels.

"What the hell's wrong Kraven?" asks Norman Osborne, as both he and his companion, the Spider-Man, near the HRM's underground hideout.

"It's the Prelates, they've found us!" shouts a erratic Kraven as he rushes down the tunnel towards them. The Russian soldier gasps for breath, as he repeats the situation "THE PRELATES HAVE FOUND US!"

"What!?" Spider-Man exclaims, as Kraven halts in front of them, gasping for air.

The sound of gunfire comes echoing down the tunnels, as they hear the voices of Prelates bark orders at one another. Footsteps came be heard as a squadron of Prelates run up the passage, after Kraven.

"C'mon, we gotta get the hell outta here!" shouts Norman, as the threesome double back the way they came, hoping to outrun the charging Prelate force.

Suddenly a loud explosion is followed by a burst of light, flame and smoke as the side of the tunnel comes tumbling down around them. Out of it steps four Prelates; Briquette, Flambé, Shrew and Rhapsody.

"No such luck, flatscans!" Shrew hisses, as she lunges at Osborne, her sharp claws ready to gut him like a fish.

"Osborne!" Spider-Man warns, as he drops from the ceiling, intercepting Shrew. His symbiotic battle-suit fastens its tendrils around Shrew's arm, snapping it into two as he drives her into the stone wall beside her.

Flambé and Briquette use their powers over the extremes of heat to boil the sewage water beneath them, while Rhapsody signs a melodic tune which causes Kraven to fall to the ground, choking.

Spider-Man lunges at Rhapsody, using his symbiotic suit to mould his sleeve into a razor-sharp axe. Rhapsody fails to evade him in time, and Spider-Man brings the axe down across her collarbone. Rhapsody falls to the ground, bleeding to death. Her signing stops, and Kraven is able to breath in.

Spider-Man attempts to follow up his attack on Rhapsody, with a shot to Flambé. Spider-Man misses his mark as an invisible foe takes him out of the air.

"Good work, Vague!" Flambé, the leader of the group, says to her invisible ally. "Briquette..."

Briquette brings her powerful hand down across Spider-Man's back, pinning him to the ground. Her searing hot flesh burning across Spider-Man's lower back, as well as the boiling hot sewage water he is drowning in causes Spider-Man to blank out for a moment. The pain becomes too excruciating.

Instinctually, the symbiotic wraps its tendrils around Briquette's lumbering arm, and throws her through the roof of the tunnel, making an opening to the streets above. Spider-Man struggles to his feet as Flambé and Vague pound on his with all their might.

Kraven lunges at the invisible Vague, and catches her off-guard. He drives his knife deep into the side of her face, as the Prelate falls dead instantly.

Realising she's outnumbered, Flambé lets loose with all her power, sending a wave of fire down through the tunnel. In an instant Spider-Man's symbiotic suit expanded, blanketing itself over Kraven, Osborne and its host. Flambé makes her getaway down the sewer passageway, as more prelates can be heard coming to her aid.

"The Symbiot's hurt." gasps Parker, as the symbiot suit recoils back into him.

"You talk like that thing's alive, Parker." Kraven states, as they start moving down the tunnel.

"Sometimes, I think it --"

Suddenly, a pipeline exploded behind them. They all duck down as brick and sewage come propelling down the tunnel. They look back to see the way back blocked by rubble.

"There goes our reinforcements!" Kraven warns.

"We don't have time for this! We have to move now, warn the others. They'll be waiting for us, we all have to stick together in this, or we'll all die." Osborne states, as they turn back to face the oncoming hordes of Prelates.

"Looks like we're all about to die anyway!"

"Not today." Spider-Man says through broken ribs. He aims his arm high up through the opening created by Briquette, and shoots off a tendril up into the air. "Hold on, we're not dead yet."

The three moved from the sewer network and moved up into the remains of the city. Using the symbiot's tendrils to swing across the rooftops, they soon managed to get clear of their pursuers. They settle down inside an old abandoned apartment building, giving Parker time to heal from his wounds.

"Where now?" Spider-Man groaned, as he clenched his ribcage.

"We need to get to the others. We've still got some HRM left out here. We have to get to them, and warn them that the Prelates've wiped out headquarters. Somehow they knew how to find us. They've most likely got an informant inside." Osborne explains.

"That means they know what we're planning." Parker writhes in agony.

"Not necessarily." Osborne offers.

"But can we take that chance?" Kraven asks.

"You shall have to, I am afraid" comes the mysterious voice of a stranger watching the three of them.

The quickly turn and are met with the visage of an elderly-looking woman, levitating in mid-air. She wears a red blindfold across her face, as well as a silk dress with a large red spider adorned over it.

"I am Madam Web. I believe we have some business to attend to."