"This will be the last time you interfere with the Scavulture! My Evil Eye will see to that!" -- Spider-Boy Team-Up (1997)


Previously, the Toxic symbiote separated from Eddie Bane and attached itself to the Silver Racer. Traveling to New Asgard, this new "Toxic Racer" continues to wreak havoc upon the unsuspecting New Asgods. The Highfather Odin summoned Spider-Boy to New Asgard in order to help in the fight against the Toxic Racer. But as Spider-Boy, Thorion, and Bald'r Lightbringer were off chasing the corrupted avatar of death, Thanoseid's forces took the opportunity to lay siege to the Highfather's Palace Royal.


"We hath failed the Highfather", Thorion solemnly stated. He was not used to failure.

"Surely that beast will not rest until all of New Asgard lays in ruins", interjected Bald'r.

"I don't think so", Spider-Boy objected. "If the Toxic Racer wanted to totally destroy New Asgard, he would've done it already. I gotta hunch that Silver Racer still has a little bit of control over his body and is keeping the symbiote's murderous rage in check. But if we don't separate those two soon, Silver Racer's gonna succumb to the Toxic symbiote's will. That's how it went down with Eddie Bane."

Thorion looked at Spider-Boy thoughtfully. "Perhaps I have underestimated you, Spider-Boy. You are very wise for your years. But now we must return to the Highfather for consultation."

As the three warriors approached the Highfather Odin's Palace Royal, their disappointment turned to horror. Their beloved New Asgard was under siege by hordes of Steppenwolf Trolls. Thorion immediately turned his attention toward the Highfather's tower. Through the window, he witnessed his beloved Big Sif engaged in battle with Kaliulik. The Highfather Odin was there as well, but in no shape to defend himself.

"I must help them", Thorion said as he started for the tower.

"No so fast, brave Thorion", a voice sneered. A Boom Tube closed in the distance. It was L'Ok D'Saad. "You will not play hero today."

"Bald'r, go and assist the Highfather and Big Sif", Thorion instructed. "Kaliulik is a formidable foe and must be stopped immediately, but first I must finish my business with D'Saad."  

Bald'r nodded and charged toward the Highfather's tower, cutting down the legions of trolls that stood in his way.

"Don't worry, Thorion", Spider-Boy said, "between you and me, this guy doesn't stand a chance."

"No, friend. This battle between L'Ok D'Saad and myself is personal. Your interference would be unacceptable." Thorion pushed him away.

L'Ok D'Saad turned his attention to Spider-Boy. "Don't worry, child. In his infinite knowledge, Lord Thanoseid foresaw you interference in these matters. As a result, I have arranged for some acquaintances of yours to meet you here." D'Saad stepped aside and threw his hand back, as if presenting something to Spider-Boy. Seven shadowy figures stepped forward, emerging from the darkness.

"It has been too long, boy", one of the figures said.  

As the seven stepped out of the shadows, Spider-Boy recognized them immediately. The elderly Scavulture, the metallic Mystallo, the neurotic Octoarm, the slithering Snake, the alluring Shockout, the cunning Lethal, and the gargantuan Elephant. Alone, each one of these villains would pose a threat to Spider-Boy. But together as the Sinister Squad, these rogues were virtually unstoppable.

Spider-Boy broke out into a nervous sweat. "Okay - I can handle this. Sure, I was beat senseless by Toxic yesterday. And sure, I'm outnumbered seven to one now, but I can handle this ..."

"I'm gonna make ya eat yer words ya cocky little runt!" The massive Elephant charged headfirst at Spider-Boy, trying to gore the hero on his tusks.

Spider-Boy knew that he was no match for the Elephant in a physical confrontation, but he also knew that the Elephant always charged into situations without thinking. Spider-Boy grabbed Elephant by the tusks and flipped over his body, landing directly behind the charging fiend. Using the Elephant's momentum to his advantage, Spider-Boy directed the villain into a wall. With his tusks wedged into the structure, the Elephant struggled in vain to get free. Spider-Boy turned to the others and smirked. "One down, six to go!"

"Elephant is an unthinking fool", replied Mystallo. "His stupidity always brings about his downfall. The rest of us will not be immobilized so easily."

"Yeah", said Octoarm, "This D'Saad guy broke us all outta Ryker's Slab and promised us a chance to get what we all want the most - your destruction!" Four metallic tentacles extended from the back of Octoarm and viciously grasped for Spider-Boy. "This Thanoseid character who we're workin' for must be a major player - and I thought the Big Question was as big as they got!"

Spider-Boy barely avoided being captured in Octoarm's tentacles. "Hey there, Octo, don't you think it's about time you returned those Anima-Tentacles to Dr. Octavius?" Before Octoarm could reply, a concussive blast of force from behind sent Spider-Boy reeling into the mechanical arms of Octoarm. Spider-Boy looked behind him and saw Shockout's enticing smile.

"It's ironic, isn't it, Spider-Boy? I always planned on using you to return to Apokolips! And after eliminating you, Lord Thanoseid will not only let me return to Apokolips, he'll probably let me lead the Female Furies!" Shockout punched the restrained Spider-Boy in the midsection. "And that's for choosing that Insect Queen over me! Tear him apart, Octoarm!""

Spider-Boy knew he had to act quick before the situation got any worse. Struggling against the mechanical might Octoarm's tentacles, Spider-Boy, reached just far enough to grab the Web-Shooter from his belt. Octoarm wouldn't let him budge any further, so Spider-Boy shot downward at the criminal's feet. With ankles bound to the ground in a mess of webbing, Octoarm lost his balance and fell to the ground, loosing his grip on Spider-Boy in the process. Spider-Boy immediat ely turned around and shot a stream of webbing at Shockout just as she was releasing another high-pressure air blast.

"Take that, Spider-Babe", Shockout yelled as she became entrapped in a blast of webbing.  

Spider-Boy was prepared this time, though, and was able to avoid the air blast. As he rolled out of the way, the air blast instead knocked Scavulture out of the sky.

"You are a foolish child, Shockout", yelled the Scavulture as he pulled his aging body up from the ground. "Look before you release those blasted vibrations next time! Sometimes I wonder why I ever offered you membership in the Sinister Squad!" The grumpy old man finished his lecture and again set his eyes on Spider-Boy. "I hope you've had your fun, Wall-Walker, because my Evil Eye will now be the end of you! Mystallo! Lethal! Snake! Surround the boy!!!"

Mystallo approached Spider-Boy from one side. As he raised his arms, three metallic holograms appeared by his side in a puff of smoke. "At long last! The death of the Spider-Boy will be the highlight of my artistic career - my grand finale!"

Snake approached from the opposite side. As he slithered forward, he hissed, "Sssay your prayersss, Ssspider-Boy. Sssurely you will not sssurvive the poisssonousss touch of the Sssnake!"

The Snake's massive tail flailed around and smacked Spider-Boy in the side of the head, knocking him to his knees.

Lethal also stalked the Arach-Kid. "The hunter now becomes the hunted, comrade! Your body will be torn to shreds by my feral claws! Or maybe I'll decide to scalp you with my hunga-munga blades!" Lethal dropped to all fours and slowly advanced on his prey.

"Finally", shrieked the Scavulture, "the Spider-Brat who has plagued me for so long will finally fall!"  

Spider-Boy looked up at his advancing pursuers. As Mystallo, Snake, Lethal, and Scavulture approached him, he frantically looked from side to side. Elephant had freed his tusks from the wall and was now joining his allies. Shockout and Octoarm were just about free from the webbing. "D'oh! I'm right back to where I started, and alot worse for wear! Isn't this the time when the Fantastic Challengers come in and save my butt? Or maybe even the Offending Soc ..."  

Just then, a Boom Tube opened in the sky. From it emerged the Toxic Racer, who immediately began to pursue Asgods and Steppenwolf Trolls alike. The Racer grabbed a Troll by the head and drained his life essence above the battlefield. The battle between the New Asgardians and Apokoliptans immediately stopped as they all watched the Toxic Racer's actions in horror.

"Whoa! I haven't seen this many shocked faces since Ka-Zar fought Saurosite in the middle of Times Square!", exclaimed Spider-Boy.

Fearing Death itself, the Steppenwolf Legions began to retreat. L'Ok D'Saad was angered. "You fools, stand your ground! You should be honored to give your life in battle serving the Dark Lord. The Asgodians are nearly defeated! I order you to stand your ground!"

In the mass panic, the Trolls did not hear D'Saad as they continued to stampede back toward Apokolips. Bald'r descended from the Highfather's chamber with the unconscious body of Kaliulik slung over his right shoulder. "Hail, Thorion!"

"Hail, Bald'r", Thorion replied. "It seems that Kaliulik was little match for the combined forces of Big Sif and yourself." He then turned to D'Saad. "Well, my half-brother, it appears as if your army has abandoned you."

"Yes, wretched Thorion. It was the Toxic Racer that made our invasion possible and it is now the Toxic Racer that has led to our downfall. Remaining here in New Asgard will surely mean death for Kaliulik and myself. But I fear we shall meet a far worser fate upon our return to Apokolips. Thanoseid frowns upon failure." L'Ok D'Saad grabbed Kaliulik's body from Bald'r. "The next time we meet, Thorion, you will be humbled." With that, L'Ok D'Saad opened a Boom Tube and retreated with Kaliulik before Thorion and Bald'r could stop them.

The victorious Asgods also retreated into their buildings in fear of the Toxic Racer. The once crowded battlefield was now practically empty. The Toxic Racer spotted Spider-Boy and dove toward him, clearing out the advancing Sinister Squad. The Toxic symbiote did not want the Sinister Squad to steal his kill. Just as the Toxic Racer was about to expose the Arach-Kid to his lethal touch, he collapsed. The Silver Racer was exhausted from his internal struggle with the Toxic symbiote.

"Spider-Boy ... help me ..." It was the first time that the Silver Racer spoke since he was bonded to the Toxic symbiote. He then struggled to his feet, opened a Boom Tube, and jumped through it.  

"That Boom Tube leads back to Earth! If the Toxic Racer's back on Earth, I've gotta stop him!"  

"Bald'r and I would be honored to assist you, Spider-Boy", stated Thorion.

"Thanks but no thanks. Just like you had to fight L'Ok D'Saad on you own, this thing between me and Toxie is personal, too."

"Farewell then, brave warrior", replied Thorion. "Your noble actions here will surely be documented by the Source."

Spider-Boy leapt through the Boom Tube after the Toxic Racer. The Sinister Squad stood there confused as to what just transpired.

"What happened?", yelled the Scavulture. "We had him all but vanquished, and he escaped our grasp once again!"

"Well let's go follow the little runt then", growled the Elephant.

"This time the Elephant's right for once", replied Shockout. "If we don't get back to Earth soon, we'll be in some major trouble. The Asgods don't seem too happy to see us, and Thanoseid would kill us or worse for failing him! Believe me, you don't wanna see Thanoseid angry!"

The Sinister Squad then frantically scrambled through the Boom Tube just as it closed.

"Dost thou think that Spider-Boy will fare well against both the Toxic Racer and the Sinister Squad?", asked Bald'r.

Thorion grinned. "Do not underestimate the Spider-Boy, friend Bald'r. I suspect that his youthful tenacity will eventually prevail."

On Earth, the Sinister Squad fell out of the Boom Tube and landed in a dark courtyard.  

"Where are we?", asked Octoarm as he scrambled to his feet. "And where's all those sirens comin' from?"

"More importantly, where is that infernal Spider-Brat?", replied Scavulture.  

Lethal was surveying the immediate area and tasted the dirt on the ground. "Comrades, I suggest that we depart immediately. Spider-Boy is the least of our worries ... "

Suddenly, the sirens began to blare louder and two large spotlights were focused on the disoriented Sinister Squad. An army of heavily armed guards rushed in and surrounded the villains.

"The Boom Tube landed us right back in the middle of Ryker's Slab!", cried Shockout in disbelief.

"You may have evaded us this time Spider-Boy, but never again!" A team of guards subdued Scavulture. As he was being brought back to his maximum-security cell he shouted, "You have not heard the last of the Sinister Squad, Wall-Walker!"

"Whew!" Spider-Boy wiped his sweaty brow as he clung to the side of a watchtower hidden in the shadows. "Lucky for me that the Toxic Racer opened up a Boom Tube right in the middle of Ryker's Slab. Now I can just let the authorities handle the Sinister Squad. But why did the Toxic Racer choose this place anyway?" The noise of the sirens continued to pierce the stillness of the night sky. Spider-Boy put his hands over his ringing ears. "Of course! At close range, the noise from these sirens will separate the Toxic symbiote from the Silver Racer. Now where did he get to?"

Spider-Boy climbed to the top of the Ryker's Slab watchtower and waved his hands in the air.  

The Silver Racer was by this time almost totally under the influence of the Toxic symbiote. He spotted Spider-Boy jumping around on the top of the watchtower and dove toward him with his hands outstretched. This would be an easy kill.

Just as the Toxic Racer was about to embrace Spider-Boy in his deadly grasp, the Arach-Kid pulled out his Web-Shooter and encased the fiend in a net of webbing. Spider-Boy then used the Toxic Racer's momentum to swing him in the direction of the nearest siren. As the stunned Toxic Racer flew through the night sky, the incredibly loud wail of the quickly approaching siren began to tear the Toxic symbiote from the Silver Racer's body. The symbiote began to fall to the ground, but the Silver Racer quickly intercepted it and trapped it in a casing of pure necral energy. The Silver Racer then looped around on his celestial skis and hovered next to Spider-Boy

"Thank you, Spider-Boy. Not only have you saved my soul, but you have saved the lives of millions of innocents." The Silver Racer handed him the ball of necral energy that encased the Toxic symbiote. "This alien symbiote will present no threat to you as long as he remains confined to this energy sphere I created."

"Gee, thanks alot. I guess I should bring 'em back to Project Cadmus with me for safekeeping. Dr. Octavius and 'Prof' Richards will know what to do with 'em!"

"Very well, then", Silver Racer replied. "Farewell, Spider-Boy, it seems as if your appointment with me has been postponed indefinitely."

"Appointment? Postponed?" Spider-Boy looked puzzled.  

The Silver Racer did not answer. He again took to the skies on his skis and disappeared into the darkness of the night.

With the Toxic symbiote in tow, Spider-Boy clung to the bottom of a helicopter taking off from Ryker's Slab. Soon, he would be arriving back at Project Cadmus for some much needed rest and relaxation. And now that the Silver Racer has trapped the Toxic symbiote, the Arach-Kid's life was going to be just a little bit easier from now on. Or was it?

Deep within the inner chambers of Ryker's Slab, Eddie Bane suddenly awoke from his coma. The Toxic symbiote was calling to him. The Toxic symbiote needed him ...


Story written by LOBORINE.
Spider-Boy, Silver Racer, Thorion, Bald'r Lightbringer, Thanoseid, L'Ok D'Saad, Scavulture, Lethal, Mystallo, Big Sif, Highfather Odin, Ka-Zar the Warlord, the Big Question, Insect Queen, Fantastic Challengers, Dr. Otto Octavius, and Reed "Prof" Richards are property of AMALGAM COMICS.
Toxic is property of DEERDEVIL.
Sinister Squad, Shockout, Snake, Octoarm, Elephant, Offending Society and Saurosite are property of OMEGABEAST.
Kaliulik is property of NILESCABLE.

For more great Amalgam Fan Fic, visit the Amalgam Fortress at http://www.geocities.com/Area51/Lair/2400/index.html.

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