You all were going through the portal and Spider-Man is explaining everything so far.

Spider-Man: "I'm Spider-Man, and at the moment I'm slip sliding in a trans-dimensional wormhole, hey, it's safer than a New York taxi, my archenemy is world hoping, collecting DNA from every Spider-Man he can find, for what reason, can't be good, these other worlds we have been, well let's just say some other worlds are weird and some other worlds are wrong, some of them are weird and wrong."

Pinkie: "We've been in two worlds silly, and here comes World 3!"

Pinkie and Spider-Man stop breaking the 4th wall as they enter the new dimension. The new world is in black and white.

Spider-Man: "Hey, who turn off the color, this place makes Latveria look down right cheerful!"

(Y/N) as Gravattack: "No time for sight seeing Spidey."

You, the Spider-People, and your team landed on a rooftop. You then revert back to human form.

(Y/N): "Mana, which universe is this one?"

Mana: "We're in Earth-90214."

(Y/N): "This is Noir territory everyone."

Rarity then put on her detective outfit that she brought for this purpose of being in a Noir universe. You then see her in her detective outfit.

(Y/N): "Rarity, why are wearing that?"

Rarity: "Shadow Spade is my favorite Noir book series, I was saving this for this universe."

Rarity(narrating): "Me and the crew are looking for a man, well he is more like a monster than a man, he is looking for blood samples of Spider-Men across the Multiverse, he has Spider-Man DNA from four victims: Miguel O'Hara, Peni Parker, Gloriosa Daisy and Petra Parker AKA Spider-Man 2099, Sp//dr, Crimson Spider, and Spider-Girl, his name is Norman Osborn AKA Goblin."

Spider-Man: "We need to find the Spider-man of this alternate world, if there is one."

(Y/N): "There is, Spider-Man Noir, where theres Goblin, theres Spider-Man."

Rarity(narrating): "My boyfriend said a plan so logical, that he almost knows where this Spider-Man Noir is, his intuition shows the reason why I love him, I've seen an alien with two Omnitrixes and a girl version of my boyfriend with a bra size f, what form of my boyfriend takes in this black and white world."

(Y/N): "Sp//dr, Spider-Man, Crimson Spider will look over the rooftops, Pinkie, Sci-Twi, Sunset, Flutershy will look into the alleys, Applejack, Rainbow look over the streets, Rarity, check the Police Station, I'll look into the apartments."

Rarity(narrating): "Divide and conquer, like he said, the first place I will go is the Police Station."

Later, Rarity found the police station and she went into it.

Rarity(narrating): "I have found the police station, obviously Spider-Man Noir is a private eye, but I might find one with a peculiar watch, and I found him."

Rarity found a Noir version of the you in a police chief uniform, he was reading a newspaper about Spider-Man Noir.

Chief (Y/N): "I take it you're not from around here."

Rarity: "You have a good eye."

Your Noir counterpart put down his newspaper and look at Rarity.

Chief (Y/N): "The station says that Spider-Man is a menace, but I say he's a hero and so are you."

Rarity(narrating): "He's a bit old, but he is (Y/N) of this world, and I see his Omnitrix."

Chief (Y/N): "I'm guessing theres another me out and about."

Then the phone went off and your Noir counterpart answers it.

Chief (Y/N): "Police?"

Phone Guy: "There's a monster driving a Riot Van wearing futuristic tech and we are also seeing more superheroes with powers!"

Chief (Y/N): "We're on our way!"

Your Noir double then hang up the phone.

Chief (Y/N): "Coming with me ma'am?"

Rarity: "Gladly."

Meanwhile, you and the team are chasing the Goblin, while the police are using there own cars to chase him, your Noir doppelgänger and Rarity are in the front of the pack. Goblin laughs until he spots all of you.

Goblin: "You again!?"

Spider-Man: "You know, I don't think he has a permit for that thing."

(Y/N) as Jetray: "He's getting so many tickets."

Goblin then drops 3 pumpkin bombs.

Goblin: "This will heat things up."

Gloriosa then catch the bombs with her webs and throw them into a condemned building.

Gloriosa: "That place is way beyond repair, that's a good place for the bombs!"

You then spot Spider-Man Noir web swinging through the city and heading towards Goblin.

(Y/N0 and Chief (Y/N): "Spider-Man."

Goblin: "Where are you wall crawler?!"

Goblin then turn on the radio and hear Jameson's voice.

Jay Jonah Jameson Noir: "Jameson here, this just in, witnesses say that a man disguised as a green monster stole a riot van and is leading the cops through midtown, who is this mad man, and most importantly, who will stop him."

Then Spider-Man Noir jump on the hood of the Riot Van.

Spider-Man Noir: "That will be me!"

Goblin: "Ah, this world's version of Spider-Man, nice, very Noir!"

Spider-Man Noir then shot webs at Goblin and pull him in closer.

Spider-Man Noir: "That is some outfit, was the costume store out of Santa Claus suits?!"

Goblin: "Oh I assure you, I'm for real and I come for you!"

Goblin then tries to shoot an energy blast at Spider-Man Noir to knock him off the vehicle, but Spider-Man Noir is still holding on, Goblin then points his gauntlet at Noir.

Goblin: "You don't have to be in one piece, I can scrape what I need off the sidewalk."

Goblin then fire another energy blast at Spider-Man Noir and he fell off, Sp//dr then catch him with her webs and pull him up to the rooftops.

Sp//dr: "Hi Noir!"

You and the other Spider-People join Noir on the rooftop of a building.

Spider-Man Noir: "Nice to see you all again."

Noir then sees Spider-Man.

Spider-Man Noir: "Why are you dress like that, what are you, a circus clown?"

Spider-Man: "My pal Nova would say yes, but I'm here to help you stop that maniac, he's an enemy of mine called Goblin."

Spider-Man Noir: "I work alone."

Spider-Man Noir then jump off the building and look for Goblin.

Spider-Man: "Nice to meet you two sunshine."

(Y/N) as Jetray: "Come on, lets follow him!"

Later, your Noir counterpart was still chasing after Goblin.

Chief (Y/N): "This reminds me of the time I fought Hammerhead to a fist fight, and I won."

Rarity: "My goodness, you're a great man."

Chief (Y/N): "That's what my wives say everyday."

Goblin then make a turn that stop the police chase.

Chief (Y/N): "Dang it, he's really not from here."

Your Noir counterpart sees Spider-Man Noir coming in to fight Goblin.

Spider-Man Noir: "This joyride ends now!"

Spider-Man Noir then keeps fighting until he is off balance.

Goblin: "Now hold still!"

Goblin then release his drone to get the sample.

Spider-Man Noir: "Don't like the look of that."

Just before the drone get the sample, Spider-man then use his webs to grab the drone.

Spider-Man: "I don't blame you, I hate shots too!"

Goblin then turn to Spider-Man.

Goblin: "Spider-Man!"

The Spider-People jump to Spider-Man Noir's side of the car.

Sp//dr: "I think you mean Spider-Men!"

The Spider-People then shoot Goblin with their webs.

Spider-Man: "As in, we Spider-Men are out of here!"

The Spider-People then web swing off to the police cars as Goblin crashes into edge of the bridge and falls into the river. You then revert back to human form and get to meet your Noir counterpart.

(Y/N): "You must be me and I'm chief of police."

Chief (Y/N): "Not for long, just waiting for someone to offer me a partnership in the Private Eye biz."

The Spider-People look over to the water to where Goblin fell.

Spider-Man Noir: "You don't think that was the last of him?"

Spider-Man: "Based on past experiences, I'd say no, Goblin is a wiz at pulling off last minute disappearances."

Gloriosa: "He's gone."

Sp//dr: "Looks like Goblin has competition."

Later, at the River's Edge Motel, Spider-Man Noir is setting in at his apartment. You then turn on the light and reveal that your Noir counterpart, the Humane 7, and the Spider-People are there.

(Y/N): "Hey Noir."

Sp//dr: "Nice place."

Rarity(narrating): "I have to admit the apartment is abysmal, but it's actually not that bad."

Spider-Man Noir then see your Noir counterpart leaning on a wall.

Spider-Man Noir: "Are you here to arrest me chief?"

Chief (Y/N): "Nah, just waiting on that offer for the Private Eye biz."

Spider-Man Noir then turn to Spider-Man.

Spider-Man Noir: "Who are you?"

Spider-Man: "We're not from around here, and by here and I mean this universe."

Spider-Man Noir then got angry.

Spider-Man Noir: "Wise guy."

Spider-Man Noir then fights Spider-Man and pull his mask off, he then see his own younger face.

Spider-Man Noir: "It can't be!"

Spider-Man: "Do I look familiar?"

Spider-Man Noir then take off his mask.

Spider-Man Noir: "Not anymore kid."

Spider-Man: "Yikes, note to self: sock up on moisturizer, look I'm here to stop Goblin before he comes for your blood."

Spider-Man Noir: "Is he some kind of vampire?"

(Y/N): "Worst, mad scientist."

Spider-Man: "I know this sounds pretty weird."

Spider-Man Noir: "Look, ever since that exotic spider bit me, my life is nothing but weird."

Noir then give Spider-Man back his mask and put on his own mask.

Spider-Man: "But you did what I did, you became a hero."

Spider-Man Noir: "Some hero, I don't even want the job, but if I don't go out there every night, the city will drown in it's own evil, criminal scum will takeover, the weak will suffer."

Rartiy(narrating): "Spider-Man Noir has been going through tough times since his start of his career as Spider-Man Noir, but even so, all worlds need heroes, like the worlds we've been through."

Sunset: "Sounds like you don't see sunshine and rainbows everyday."

Rainbow: "You're telling me, this world is so black and white, my hair looks like Daring Do's hair!"

Fluttershy: "This place is awful, it's still in the Great Depression era."

Rarity: "It is a typical choice of era for a Noir themed world."

(Y/N): "Before you go, we need a plan before Goblin finds you."

Chief (Y/N): "Listen to the boy Spidey."

Spider-Man Noir: "I'll find him first, stay here, I don't need some pesky kids and a police chief tagging along."

Gloriosa: "Wha, hey!"

Spider-Man Noir then swings out of the window and your Noir counterpart use his Omnitrix to transform into Big Chill and you transform into Ghostfreak. Spider-Man Noir lands on a rooftop.

(Y/N) as Ghostfreak: "What kept yeah gloomy?"

Spider-Man Noir sees you, your Noir counter part, the Spider-People, and the Humane 7.

Spider-Man Noir: "I thought I told you to stay put!"

Spider-Man Noir shoot web balls at you all, but you all dodge them all.

Spider-Man: "Talk about your not so friendly Spider-Man."

Rarity(narrating): "Spider-Man Noir is a solo act, but not for long!"

Spider-Man Noir fights Spider-Man.

Spider-Man: "I'll bet this version of Aunt May is a real hoot."

Spider-Man Noir: "Aunt May, haven't seen her in years."

Spider-Man: "Why?"

Chief (Y/N) as Big Chill: "The same reason why I haven't given an offer on being a Private Eye."

Spider-Man Noir then put everyone in webbing.

Sunset: "Hey!"

Rarity: "The webbing is ruining my outfit!"

Spider-Man Noir: "Sometimes the only way to protect someone, is to leave them behind."

Spider-Man Noir the web swing away.

Gloriosa: "Note top self, don't turn into that jerk."

Later, Spider-Man Noir swings towards the Marv-L-Tones Radios' rooftop and look over the building. Then Gloriosa use her webbing on Noir's hand.

Gloriosa: "Tag, you're it!"

Spider-Man Noir: "Get lost guys, crime fighting in this town is serious business."

Spider-Man: "Turn it down Chipper Charley, I know villains who are more fun than you."

(Y/N): "Wait, what's that sound?"

You then see a large blimp coming this way and it has Jameson's face on the side.

Jameson Noir: "Spider-Man and his green accomplice has terrorize the city, radios tuned for updates!"

Spider-Man Noir: "Relax guys, it's just Jameson's news blimp."

(Y/N): "First jumbotrons, then Holograms, now blimps, Jameson has it all."

Chief (Y/N): "You're telling me."

You then here feminine voice from a nearby radio.

???(MJ Watson Noir): "This is MJ Watson with a Bugle news bulletin, I'm live at the at New York airfield covering the arrival of the Daily Bugle airship!"

Spider-Man: "Awesome, in this world, Mary Jane made it as an ace reporter."

Spider-Man Noir: "So I hear."

Sci-Twi: "You pushed her away two?"

Spider-Man Noir: "Bad things happen to things when you hangout with guys like me."

(Y/N): "You don't have to sacrifice friendships to be a hero."

Chief (Y/N): "Wise words kid."

MJ Watson: "Wait a minute, people are running, screaming, we're being attacked, a manic riding, it looks like a glider, he's throwing some kind of pumpkin bombs!"

You hear Goblin laughing.

(Y/N) and Chief (Y/N): "Goblin!"

MJ Watson Noir: "He sees me, he, AHHHHHHHHHHHHHHH!"

Spider-Man Noir: "Oh no, it's Mary Jane!"

You and the team went after the blimp that Goblin is on as it takes off. You were too late.

Goblin: "Don't worry folks, it'll be a short flight!"

Then a girl with a hat, a 1930 camera, red hair (even though you can't see color in this world), and a reporter outfit.

MJ Watson Noir: "You'll never get away with this!"

Goblin then turn to MJ Noir.

Goblin: "Well then maybe the Spider will stop me!".

Later outside the blimp, Goblin says something over the speakers of the blimp.

Goblin: "You hear me Spider, catch me if you can!"

Spider-Man: "Oh I can, and will, believe me Goblin!"

Chief (Y/N): "Any plans kid?"

(Y/N): "He'll be expecting web swinging, so that's not an option for Spider-People, Rarity, use one of your diamonds as a glider for all of the girls."

Rarity: "Right!"

Rarity made a diamond glider hand then the Human 7 went on gliding to the blimp.

(Y/N): "While we can fly and be stealthy with Ghostfreak."

Chief (Y/N): "Exactly like I was thinking."

You and your Noir counterpart transform into Ghostfreak and fly up to the blimp.

Spider-Man Noir: "Now for us, so what won't he expect?"

Spider-Man Noir sees a gyrocopter nearby.

Spider-Man Noir: "Any of you fly on a gyro?"

Gloriosa: "No, but there's only two seats."

Sp//dr: "We'll just hang on from the sides."

The Spider-People then fly on the nearby gyro and follow you and the others, later at the blimp.

Goblin: "Spider, Spider, come out and play

As Mary Jane grabs a fire extinguisher, Goblins sees MJ about to attack from the reflection of the window. Goblin then back hand the fire extinguisher out of the window. Everyone was in a state of panic.

Goblin: "You're no threat to me!"

MJ Watson Noir: "Laugh now gargoyle, the Spider will cut you down to size."

Goblin: "You talk like you know him, maybe he cares for you, lets see how much."

Goblin then pick up MJ.

Mj Watson Noir: "Let me go!"

Goblin then spot a pair of handcuffs.

Goblin: "Aah, made to order!"

Goblin then grab the cuffs and head to the opening of the blimp.

Goblin: "To catch a spider, I need a fly."

Goblin then opens the door and handcuff MJ to a ladder and throw her out. Mj was screaming at the top of her lungs.

Spider-Man Noir: "Oh no!"

Spider-Man: "Is that?!"

Spider-Man Noir and Spider-Man: "Mary Jane!"

You and your Noir counterpart phase into the airship without Goblin noticing.

Spider-Man Noir: "I'll get her!"

Spider-Man: "Wait, let us help you, Pete trust me!"

Spider-Man Noir: "Okay go, I'll ditch the egg beater!"

Sp//dr, Spider-Man, and Gloriosa head for the ladder and Mary Jane.

MJ Watson Noir: "Spider, why are you all dress like clowns?"

Spider-Man: "None of us are the Spider, he'll be here any second!"

Spider-Man broke MJ free from the cuffs as the Humane 7 head into he blimp without Goblin noticing. Goblin then speak into the microphone to the Spider-Men.

Goblin: "Good, I hate to see I went through all of this for nothing!"

Gloriosa: "OW, Goblin inside voice!"

Spider-Man carries MJ to the blimp along with the other Spider-People. Sp//dr notices that Goblin is not on board.

Sp//dr: "Where's Goblin?!"

Goblin then attack from behind and grab Spider-Man.

Goblin: "Still vainly following me I see."

You and your Noir counterpart transform into Four Arms and Diamondhead and throws chairs at Goblin.

(Y/N) as Four Arms: "We got a frequent alternate universe hopper tickets, we collect points for each world we visit, I'm saving up for a noir style Iron Man armor."

Sp//dr: "Why do you want that kind of armor?"

(Y/N) as Four Arms: "What, it's a classic."

Rarity: "Can't we all take this outside without harming the civilians."

Chief (Y/N) as Diamondhead: "We don't choose a ballroom, we just dance!"

Applejack grab Goblin and throw him into the controls and the blimp starts going down. Goblin then takes control and some of the people fell out of the airship. Spider-Man Noir then catches one guy and bring him into the airship.

Spider-Man: "We got him, you take on the Goblin!"

Spider-Man, Sp//dr, and Gloriosa jump out the blimp and head to the falling people's location.

Spider-Man: "Don't worry folks, I saw Iron Man do this once, Sp//dr, Crimson Spider, watch me and do as I do!"

Gloriosa and Sp//dr: "On it!"

The Spider-People create a web trampoline and everyone made a soft landing on it. Gloriosa then head to a nearby window and open it.

Gloriosa: "Anyone has to vomit, lean over the web, rest of you follow us!"

Later, back on the blimp.

Chief (Y/N) as Diamondhead: "Wanna work together partner?"

Spider-Man Noir: "Alright chief."

Your Noir counterpart and Spider-Man Noir turn to Goblin.

Spider-Man Noir: "Come on ugly, let's rumble!"

Spider-Man Noir and your Noir counterpart starts fighting Goblin, and it looks like they're winning. MJ starts cheering for the heroes.

Mj Watson Noir: "Go Spider, Go chief!"

Everyone starts cheering for the duo as they continue to fight Goblin. MJ then capture a heroic moment with a photograph as Goblin was defeated. Everyone cheered for the heroes.

MJ Watson Noir: "And Goblin is down for the count."

MJ then notice Spider-Man Noir running off as she went after him.

MJ Watson Noir: "Hey, Hardboiled, wait up, we used to be friends, until you brushed me off, why?"

Spider-Man Noir: "Couldn't risk it red, anything happen to you or someone I cared about."

MJ Watson Noir: "You can't live in fear of what might happen, you care so much for others, you have to let someone care for you."

Goblin: "I care!"

Goblin drone grabs a sample of Noir's DNA and head back to Goblin.

Goblin: "One Spider closer to my ultimate goal!"

Gloriosa then use her webs to catch the drone.

Gloriosa: "Not by a long shot!"

Goblin then fire energy blasts at Gloriosa, but destroy the controls of the blimp instead.

Gloriosa: "You just trashed the ship's controls!"

Goblin then punches Gloriosa

Goblin: "Nothing gets by you, except me!"

Goblin ran out of the airship and onto his glider.

MJ Watson Noir: "If the blimp crashes, it'll torch midtown!"

Spider-Man: "Then we'll ditch it into the river!"

Then a radio went and MJ hears Jameson's voice.

Jameson Noir: "Hello, hello, this is Jameson, what's happening up there?!"

MJ picks up the radio.

MJ Watson Noir: "Hold on to your hat boss, there are 4 Spider-Men in New York."

Jameson Noir: "What's that you say, four of those wall crawling menaces?!"

MJ Watson Noir: "Menaces, applesauce, they're heroes and I got the photos to prove it!"

(Y/N) as Four Arms: "Got a form to fly?"

Your Noir counterpart transform Astrodactyl.

Chief (Y/N) as Astrodactyl: "Sure do, but why?"

You then transform into Snare-Oh.

(Y/N) as Snare-Oh: "You and me try turning this airship from the back, while Rarity, Sci-Twi, and the others try turning it from the front."

Spider-Man then gather up the civilians for Sp//dr and Gloriosa.

Spider-Man: "Going down, please keep your arms and legs wrapped around the superheroes at all times!"

Sp//dr, Spider-Man, and Gloriosa jump out of the blimp as the civilians hold on to dear life. They made parachutes out of their webs and head to the bridge as the Humane 7 tries to turn to airship from the front and you and your Noir counterpart tries to steer it from the rear.

Spider-Man: "I'm glad we got to spend this time together."

Spider-Man Noir tries using the steering wheel on the airship, and it worked. The Humane 7 head to a nearby rooftop, while and your noir counterpart transform into Ripjaws and dive into the water. Spider-Man Noir turns to MJ.

Spider-Man Noir: "Come on red!"

As the blimp head down into the water, Spider-Man Noir and MJ jump out of it and web sling to the bridge, along with the Spider-People, the civilians, the Humane 7, you, and your Noir counterpart.

Spider-Man: "Please fasten your seat belts, stow your tray tables and thank you for flying with web-slinger airlines."

The Spider-People and the civilians made a landing on the bridge, while Spider-Man Noir made a web-slinging landing. You and your Noir counterpart climb up the bridge and revert back to human form as the Humane 7 lands themselves on the bridge. Spider-Man turns to his Noir counterpart

Spider-Man: "See, good things happen when you let other people into your life."

MJ Watson Noir: "Kid is right, no way even you couldn't do that alone."

Spider-Man Noir: "Something to think about I guess."

Spider-Man Noir turn to your Noir counterpart.

Spider-Man Noir: "Hey chief, ever thought about being a Private Eye?"

Chief (Y/N): "Been waiting for you to say that for a longtime."

Spider-Man Noir then turn to Spider-Man.

Spider-Man Noir: "Did good kid."

Goblin: "Yes, congratulations all around, tonight, I'm a winner too."

Goblin heads to an open portal to another world.

Spider-Man: "I hate that creep."

Spider-Man Noir: "Looks like your pal got what he came for."

(Y/N): "Indeed, for him, what's the point of sticking around if you got places to get more DNA, see ya everyone, until we cross paths again."

You, Sp//dr, Spider-Man, Gloriosa, and the Humane 7 follow Goblin into the portal. You transform into Gravattack as Skurd makes a crystal dome for 7 passengers.

Spider-Man: "Takecare of yourself tough guy!"

Spider-Man Noir: "You two wise guy!"

(Y/N): "Bye gloomy world, let's see if the next universe is a bit cheerful."

Rarity(narrating): "Another victim taken by the Goblin, what is his endgame, and where are we going next, few things for certain, a detective's work is never finished and Goblin needs to be stop!"

Next: Chapter 60: Spider-Ham Back in Action