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Doctor Octopus
Electro
Kraven the Hunter
Mysterio
Sandman
Shocker
Rhino
Hobgoblin
Scorpion
Lizard

Vs.

Pyro
Avalanche
Mystique
Toad
Blob
Unus
Sabretooth
Quicksilver
Vanisher
Black Tom

Battle takes place in Manhattan.

Discuss.

Also, this is using the latest empowered versions of each character (since I believe some members of the Brotherhood were depowered during M-Day or deceased).