Story and Script by: Richard Gutierrez

The Punisher and Spider-Man, and all prominent characters, TM and copyright Marvel Entertainment Group 1998

NEW YORK CITY

Just outside the "Warhouse" that is home of the New Warriors, the two vigilante’s known as the Punisher and Spider-Man are discussing what as brought them here.

Punisher: It’s like I told you. I was on the streets this morning and came across a local drive-by shooting. I nailed the perps but I noticed that they all had a little popgun that I’ve never seen. I…asked the scum where he got the weapon from, and after a few…hard-hitting questions, he spilled the location. I arrived at the docks just in time to see you and Shotgun go your separate ways. I decided to follow you cause I knew that Shotgun was going to be a dead-end. I’ve been tailing you, from a safe distance, just to see where you where going. I saw you at Avengers mansion, Pier 4 looking for the FF, and know finally at the New Warriors crib.

Spider-Man: Yea, yea. Now you want to help. Listen, do you realize that I’ve got a real live alien slung over my shoulder? Do you think you can handle going up against Skrulls? They shape-change, they’re foul tempered, and this one is starting to smell bad. Phew! I think I’ll dump him in the river on my way cross-town to try and wash off the smell.

Punisher: You can’t stop me from taking these guys out. I have a tough time keeping normal weapons off the street. I don’t need these alien blasters to make it easier for the punks to harm the innocent. I’m coming with you.

TWIPP!

Spider-Man: (shooting a web line to a nearby light pole and swinging away): If you can keep up. See ya!

Punisher: Oh I’ll keep up. Where are we heading?

Spider-Man: Somewhere I can dump this alien off so we can go after the man behind this.

As the two heroes speed away, neither sees an ethereal being lurking in the dark corners. It is known as The Sin-Eater. It inhabited the body of a sexually molested young man and was recently responsible for the deaths of many priests in the area *. Now it has set it’s sights on the ultimate killing machine…Frank Castle a.k.a. The Punisher.

Sin-Eater: HAHAHA!! Soon, my exquisite killer, it well be your time. I can’t wait.

Across town in the penthouse office of Fisk Towers…

The man known as The Kingpin sits chewing on a Cuban cigar looking over some information that has been supplied him.

Kingpin (to self): If Shotgun was right, it seems that the new weapons that are flooding MY streets are extraterrestrial in origin. Not the kind of thing I like to see. I must find a way to set up a meeting with the mastermind behind this and…cut a deal.

Outside his office, the Kingpin begins to hear the sound of what can only be described as…death.

ZZZARCK!! ZZZARCK!! ZZZARCK!!

Kingpin (standing up from behind his massive oak desk, hitting the intercom): Guards, what is going on out there?

ZZZARCK!! ZZZARCK!!

Guard (voice through intercom): Sorry, sir. There’s…just too many..of them. We’re getting…slaught…arrgh!!

Kingpin: This is unacceptable! Who would dare attack me like this?

Just then the front doors burst open…

KA-BOOM!

…through the smoke approaches a huge figure wearing a trenchcoat. He slowly moves toward the Kingpin, as his minions move in to secure the room.

Man: I would be the one attacking you. Allow me to introduce myself. I am known on your planet as Kurt Castelli. I have come to this city to have my weapons spread out among the populace.

Kurt walks over, takes the cigar from Kingpin’s mouth, and puts it in his.

Kingpin: I see. I can only assume that you are either doing this for financial gain or some alien invasion type shtick.

Kurt: HAHAHAHA! You know what happens to those who assume? You humans are always thinking about three things…money, breeding, or someone else coming to take what is yours. HA! I find that amusing. Now, I would guess that you would like to cut me a deal. I can tell that you are a human of vast financial power, but I have no need of your money.

Kingpin: Surely you need money to finance your weapons.

Kurt (spinning around angrily into Kingpin’s face): Listen you hairless ape, you can not possibly know what I need! I find it insulting that you would want to bribe me with money! This is about honor! Something that you and your fellow Earthers seem to consider more of an abstract concept. Where I’m from it is THE way of life. You honor yourself. You honor your clan. You honor your Empire!

Kingpin: Why are you here? If I can’t do anything for you then why have you killed half my men and barged in here?

Kurt: Very simple. You will help me distribute my weapons to a larger audience so that my plan will take shape.

Kingpin: And what is that?

Kurt: The elimination of all life on this planet.

The Kingpin looks on in silent astonishment as Kurt’s hand burst into flames and he lights the cigar with it.

MEANWHILE…

The Punisher and Spider-Man have dropped off the alien with S.H.I.E.L.D. (Strategic Hazard Intervention Espionage Logistic Directorate) and have stopped in Central Park to discuss what each knows.

Spider-Man: We dropped the Skrull off with S.H.I.E.L.D. and told them to be on the look out for more of the little green guys. Now, we need to decide what to do next.

Punisher: That’s simple. Go and visit Wilson Fisk.

Spider-Man: What?!? Has all the gun smoke gone to your brain?

Punisher: Anytime that you are finished. If there is a new player in town, Fisk is the only source of information that we can trust.

Spider-Man: Trust? Kingpin? I never thought I’d hear myself say those two words in the same sentence without "you can’t" in front.

Punisher: The Kingpin is going to want the new guy out as much as we do. He will gives us correct intel on them. It’s the only way to save time and get this done quickly. You are starting to get on my nerves.

Spider-Man: I’m just starting to get on your nerves? We’ve been together for what 15-20 mins…man I must be slipping! I see your point though, but what do you want us to do? Walk into fat boy’s office and say, "Excuse me Mr. Kingpin sir. Would you happen to know of any aliens in the area that are looking to take over your gun running? Not that I’m saying you run guns, but if you do, do you know?

Punisher: Exactly.

LATER…

Kingpin (to self): The alien made a very interesting offer. He said that if I used my "connections" to help distribute his weapons he would allow me to retain the entire East Coast area has my own. "Allow me". Heh! I think I will just allow him to kiss my…

TAP! TAP!

Kingpin (to self): …what?

The Kingpin turns around to see Spider-Man and the Punisher tapping on his high rise tower’s window.

Kingpin (to self): Sometimes I feel that someone is looking out for me.

The Kingpin opens the huge window and lets the two heroes in.

Kingpin: What do I owe the honor of this visit?

Spider-Man: What do you know about…?

Kingpin: …a new player in from "out of town", a Mister Kurt Castelli, that is trying to distribute weapons…very destructive weapons I might add…to the general populace? I know that he came to me and detailed his plan and is holed up in a warehouse on the far side of the city. He asked of he could use my "spice" distribution routes to help him. I told him no and sent him on his way.

Spider-Man: Well, I guess you know a lot about it. I think we’ll be going know.

Punisher: What a minute. I figured that you would give up the goods but not this easy. What’s your game?

Kingpin: No game. It’s so simple that you two "heroes" should be able to get your limited minds around it. I don’t need this alien scum in my city. I have vast resources but why waste them when you will do it for me…for free.

Spider-Man: Rrrright. So where is that warehouse.

Kingpin (handing the web slinger a piece of paper): Here. I assume that you can read.

Spider-Man: Thanks.

The two heroes head out the way they came in. The Kingpin sits back in his chair and watches as they swing away.

BEEP!

The Kingpin turns around and presses the intercom button.

Kingpin (into the intercom): Yes…

Watson (from the intercom): Sir, not to question you but do you think it’s wise to send them off after Mr. Castelli, after you agreed to help him?

Kingpin: Yes. I can kill several birds with one stone. If the heroes take down Castelli, I win. I have several of his weapons that I’m sure some overseas dictator will pay dearly for. If he takes them down, I win. So you see regardless of the outcome…I win.

Across town… the aforementioned Kurt Castelli is directing his troops to assemble the latest supply of weapons.

Kurt: The time has come my friends. We are ready to let lose our weapons of destruction on this mammal-infested planet. The planet responsible for the death of many of our fellow soldiers. The planet that caused our once great empire to be destroyed!

Spider-Man: Wow! I guess our planet has been very busy.

Kurt: Spider-Man! Fool, you are no match for me. I have taken on the Fantastic Four! I have battled the Hulk and Silver Surfer! You are but an insect and you know what reptiles do to insects?

Punisher: Both of you shut up! If you what to eat something…eat lead!

BLAM! BLAM! BLAM! BLAM! BLAM!

The Punisher opens fire and the troops scatter. Kurt stands in the middle of the mayhem…laughing.

Kurt: HAHAHAHAHA! Both of you come at me. I will beat you both.

The Punisher opens fire on Kurt and the bullets ricochet off.

Punisher: He’s got some kind of force field.

Spider-Man: Let me try something.

Spider-Man flips down and webs Kurt up. Kurt says nothing. Spider-Man looks on as Kurt’s hand begins to glow and burns Spidey’s webs off.

Spider-Man: I said I would try something…I didn’t say it would work.

Kurt: The time for playing is over heroes. Know now that you face the fiercest warrior of the Skrull Empire….

The two heroes look on in shock as the man that is "Kurt" begins to transform. One of his arms burst into flames. The other turns into a rocky appendage.

Kurt:…the Super Skrull!

Spider-Man: Hey Punny…I hope you’ve got a real big gun in that homicidal backpack you carry around.