Seeing that it's not Wolverine, Sabretooth leaps into action to gut the Web-Slinger. Spider-Man instinctively leaps over Sabretooth, dodging his claws as well as managing to fire of some shots from his Web-Shooters. Sabretooth cuts through the web as if it were wrapping paper on Christmas Day. Spider-Man goes in punching, cracking jokes left and right. Sabretooth manages to catch the back of Spidey and scratches him.

Still in pain, the Wall-Crawler throws many punches into Sabretooth. The brawl makes it's way into a subway tunnel and Sabretooth smiles. Having rigged the tunnel with explosives, Spider-Man is burried alive under rubble. Sabretooth grins and coily says, "Time to slaughter the lambs!" Knowing that he is going to kill the hostages, Spider-Man can't help to think, what if it were Mary Jane or Aunt May? Doing the impossible, Spider-Man lifts the wreakage off him and goes towards Sabretooth.

Right as Sabretooth is about to slice open a hostage, his arm is webbed and is thrown into the wall. Spider-Man then releases his anger onto the savage beast and nearly beats him into unconscious. Knowing that there was nothing he could do, Sabretooth flees, barely conscious, leaving the Web-head smiling as thinks what a day it is!