For a few moments, there is only darkness.
An image starts to appear, faded at first.
The image comes into focus, revealing a TV screen. A blonde, attractive, late-20s NEWS REPORTER in a business suit sits behind her desk.
REPORTER: "Good evening and thanks for watching Channel 8 News."
The reporter looks ahead, right at the camera. To her left is a still photograph of Peter Parker. The word MISSING is under his picture in bold red letters.
REPORTER: "It has been five weeks since the disappearance of Peter Parker, a former worker of Horizon Labs who is better known as the creator of the web-shooters of the masked vigilante, Spider-Man. For the first time in over a month, a new clue has been uncovered by the authorities about what could have happened to Mr. Parker."
Though the reporter looks ahead, the photo has changed to one of a bloodied, shredded T-shirt.
REPORTER: "Policemen on the scene originally arrived to pull the body of a John Doe who had committed suicide by jumping from the Brooklyn Bridge. This T-shirt was found floating in the East River a short distance from his body, according to the police."
The reporter looks ahead, continuing her report, as the photo disappears.
REPORTER: "Mr. Parker was not in the water when the police pulled the unidentified man's body onto their ship. Police are still searching for Mr. Parker at this time -"
The same view of the reporter is seen, but now the word MUTE is on the screen in green letters.
VOICE #1: "When was this shirt found?"
VOICE #2: "About half an hour ago, sir."
Two men with trench coats walk in the shadows down a large construction room of the SHIELD Helicarrier. The TV of the reporter is seen in the background as they walk to the door.
VOICE #1: "Do we have any new information about where he is?"
VOICE #2: "No, sir. We're still looking the area, but we're coming up empty. We can't find Parker anywhere."
Walking out of the now-open doorway and into the large hallway, into the light, is Director Nick Fury Jr., with the second man following behind him and still in the shadows.
VOICE #1/FURY: "OCTAVIUS. The man we're looking for is Otto Octavius in the body of Peter Parker. The REAL Peter Parker is dead and buried in the wrong body."
Fury walks down the hall, with the second man, a familiar SHIELD Agent - Phil Coulson - following after him.
FURY (cont'd): "Now that we've got that settled, we need to find him."
VOICE #2/COULSON: "We're doing a sweep of the area. Captain Rogers is already searching Manhattan with Agent Romanoff. The Fantastic Four are searching Brooklyn for any traces of Octavius."
Coulson has caught up and the two walk side-by-side.
FURY: "Who else knows about this?"
COULSON: "Just Miss Watson. She's at the Bugle at the moment, asking if Mr. Robertson has any leads on the story."
FURY: "No one else can know. The less people who know, the better."
They stand at the far end of the hallway and the doorway to the next room slides open.
FURY: "All right, people..."
Fury Jr. leads Coulson into the next, enormous room - a monitor room. There must be at least two hundred SHIELD agents seated at their stations, looking footage of street corners or computer data on the screen of their stations. There are equally as many monitors on the wall and each shows camera footage of different parts of New York on it, from Times Square and Horizon Labs to the Daily Bugle.
FURY (cont'd): "... do whatever it takes, but we have to find SPIDER-MAN."
Meanwhile, a large warehouse is located in the middle of nowhere, surrounded by a metal gate. There are no lights on inside that can be seen.
Inside the warehouse, in the lower level's hallway, the JACKAL walks down the hall. He has his hands behind his back and he's wearing a headset. Jackal has a devilish smile on his face that goes from ear to ear.
JACKAL (narrates): "My, my... Where HAVE you gone to, Mr. Parker?"
Jackal continues ahead down the hallway, past a broom closet.
JACKAL (narrates): "Everyone wants to know where you've gone, what's happened to you."
Jackal continues on, passing by the elevator that leads to the upper levels.
JACKAL (narrates): "I must confess, I'm pretty curious myself. I'd VERY MUCH like to know what's become of you. I had so hoped to catch up with you again. I had come up with a perfect NEW PLAN made, just for YOU."
The Jackal stops at the fourth door on the left. That door is a large metal door that is locked shut, which leads to an enormous, hi-tech prison cell. A lone bulletproof window is the only way to look into the next room.
JACKAL: "Ah, well. I'll put it on hold until you return, as I'm sure you WILL turn up soon enough. And if YOU DON'T..."
Jackal looks into the window at whoever, or whatever, is inside the jail cell. He smiles.
JACKAL (thinking): "...well, at least I still have YOU to keep me company, don't I?"
At the same time, at a cemetery, a man in a trench-coat over his clothes and fedora pushes the gates open. His face is in the shadows.
The man walks through the gates, down the sidewalk.
The man walks by, past the tombstones and a dusty old mausoleum.
The man stops at the tombstones of two graves, looking down at them.
Upon closer look, the first tombstone reads R.I.P. MAGUIRE BECK. The second tombstone reads R.I.P. DANIEL BERKHART.
The man standing in front of the graves tips his fedora up, showing his face. The man is Quentin Beck. Though previously bald, his black hair has now grown back.
BECK: "It's been too long since I was here."
Beck looks at the graves, a little sad.
BECK: "Not that I have to tell either of you that. I've been pretty busy the past few months. For a while there, I didn't think I'd ever find my way back to MY WORLD after I was left incarcerated in that alternate Nick Fury's little prison."
Beck forces a smirk, but he can't hide the sadness in his eyes.
BECK: "No matter which reality I'm in, you'd think both sides would know by now that no prison, no matter how advanced or high-tech, can hold ME for long."
Beck looks at the graves, his hands in his coat's pockets.
BECK: "It doesn't matter, though. I let my ego, my vanity, get the better of me. If I hadn't peeked to see how Parker was fairing trapped in the other world, I wouldn't have been caught."
Beck keeps his eyes on the two graves, looking remorseful.
BECK: "But I still intend to keep my promise. I owe you both so much."
He looks at Maguire's grave.
BECK: "You, dear cousin. You only wanted revenge on those you felt had wronged me, who made me feel like a loser. I barely spent as much time as I'd wanted with you when I 'returned from the grave.' I never meant to ignore you..."
Beck turns his head and he looks at Daniel's grave.
BECK (cont'd): "... Or YOU, old friend. You were a WORTHY enough successor to my identity, coming up with clever illusions and your mind games with your virtual reality tech. And what did I do to repay you when I returned? I demoted you to a henchmen along with that stooge Klum."
Beck looks at the graves, a look of regret on his face. He takes his hands out of his pockets.
BECK: "You deserved better from me. Had I known what that new JACK O'LANTERN would do..."
Beck looks down, falling silent. His eyes are shut.
Beck keeps his head down. Tears roll down from his eyes.
BECK: "I'm sorry. I failed you both."
A thick layer of gray smoke starts to spread on the floor, around Beck and covering his feet.
BECK: "But I'll make it up to you. I promise you that."
The thick layer of smoke starts to rise up, reaching Beck's knees, slowly engulfing him. His head is still down, but his eyes are now open.
BECK: "I will be back..."
Beck vanishes, lost in the smoke.
BECK (cont'd): "... but not until I finish the job."
Back in the Helicarrier's monitor room, Fury and Coulson look over the monitors. Coulson taps his headset's button to talk.
COULSON: "Anything new to report?"
In Manhattan, Captain America is flying the Quinjet over the city. Black Widow sits at a computer next to him, looking over the data on her screen.
CAP: "Nothing yet, Coulson. We're conducting a sweep of the area and we don't have any scans on Parker's DNA in the area. We've got Murdock over with Banner in Hell's Kitchen doing their own sweep. If they find anything, they'll let us know."
Back in the monitor room, Coulson keeps his fingers tapped on his headset's button.
COULSON: "Understood, Captain. Mr. Grimm, report."
In Brooklyn, the Fantasticar is parked by the bottom of the Brooklyn Bridge. Human Torch flies up to the Bridge, while Mr. Fantastic is in the Fantasticar, typing on a scanner no bigger than an IPhone. Thing stands on the ground, several feet in front of the Fantasticar, and he taps the button of his headset.
THING: "Nothin' new on our end, Coulson. Big Brain's doing his best, but so far, there aren't any traces of Parker's DNA anywhere. He DID find some kind of chemical traces that were still left on the bloody shirt, but he hasn't made a match yet."
In the monitor room, Coulson looks at the footage on the monitors.
COULSON: "I'm sure he'll identify them soon enough. When he's got the results finished, let us know."
THING: (on headset) "You betcha. If ya need anything else, just ask."
Nick Fury Jr. looks over the screens of the city. Monitor 1 shows Times Square, monitor 2 shows Midtown, monitor 3 shows Central Park, etc. Fury looks at the monitors.
FURY: "All these cameras and nothing to show for-"
Fury turns his head, looks at the screen of monitor 4. It has gone completely white. Fury looks grim.
FURY: "Wait. What's wrong with monitor four?"
Coulson walks around and he joins Fury. He taps his headset.
COULSON: "We'll check it out. Lewis, what's wrong with the camera at your station?"
A tall, lean-muscled SHIELD Agent with spiky black hair - DAN LEWIS - walks down a sidewalk in Midtown, clad in civilian clothes. He is walking to the camera that hangs next to a traffic light.
LEWIS: "Nothing, sir. The camera's working fine."
Back in the monitor room, Fury looks upset at the monitor. Coulson keeps his fingers tapped on his headset's talk button.
COULSON: "We don't have a visual on your location. Is there anything in front of the lens?"
Lewis stands on the sidewalk. He looks at a van parked nearby.
LEWIS: "No, sir. Guys, what do you see?"
Two SHIELD Agents in uniform are in the back of the van, watching their monitors.
AGENT #1: "We just see you and the road, man."
Fury and Coulson look at Monitor 4. Fury looks upset.
FURY: "Someone clearly doesn't want us to see the road. What I want to know is, who? And why?"
Back at the sidewalk in Midtown, Lewis looks ahead. A dim white light is shining in the distance ahead of him.
LEWIS: "Wait. That light..."
In the monitor room, Coulson looks puzzled by what he's heard.
COULSON: "What light? Agent Lewis, what happened?"
TSSSSSH! There is static from the headset.
COULSON: "Lewis?"
Back in Midtown, Lewis lies on the sidewalk, unconscious. He's alone. There's no light to be found anywhere.
COULSON (on headset): "Lewis!"
Inside the van, the Agents sit unconscious on their chairs, with no visible injuries. Their screens have gone to white.
COULSON (on headset): "Agents? Report!"
Back in the monitor room, Fury taps his headset as he walks to the western entry doors.
FURY: "I need any agents in the Midtown area to get over to Lewis' location, NOW!"
The door slides open and Fury is about to walk out.
COULSON: "Director Fury, wait!"
Fury turns and he looks at Coulson. Coulson looks at the monitors firmly.
COULSON: "We've got something, sir. Monitor nine."
A man in a hat and dirt-stained trench coat walks into a cemetery, different from the one Beck was at previously. Fury walks over, stands next to Coulson.
FURY: "Who the hell is that?"
The man looks up, right at the camera. His face is too distant to be seen clearly. He smiles, as if looking right at the SHIELD agents.
The screen of monitor nine goes to static.
Fury and Coulson look ahead at the screen. Fury is upset by what's happened.
FURY: "What's going on?"
Elsewhere, we can see the shadow of a man and a woman in an office of the Daily Bugle building.
VOICE: "What's the latest news?"
Inside the Bugle office, Mary Jane Watson stands at the desk of Joe "Robbie" Robertson. It was Mary Jane who asked the previous question. M.J. is clad in a shirt, jeans, socks and sneakers, while Robbie is wearing a business suit with a neck tie.
ROBBIE: "Nothing yet. The police found that bloody shirt in the river, but there was no trace of Peter anywhere."
MARY JANE: "He must be somewhere close though, right? They'll find him. They've got to."
Robbie looks at a folder on his desk, which has a handful of photographs inside.
ROBBIE: "There have been a lot of disappearances in the city all lumped together. All of them are people we know. Peter, Spider-Man, Phil Urich, Betty Brant, Norman Osborn..."
Mary Jane closes her eyes, looking worried. Little did Robbie know how long Peter had really been gone.
She has a flashback, being inside a large OsCorp warehouse. The room is starting to catch fire. The Green Goblin is fighting with the Superior Spider-Man. Spidey has some blood stains on his costume from some unseen cuts, while there are some fresh cuts in his suit dripping with blood. Mary Jane is on the ground, watching with shock.
SPIDER-MAN: (shouts) "GET OUT OF HERE! I MADE A PROMISE TO KEEP YOU - ALL OF YOU - SAFE! GO!"
Back in the present, Mary Jane opens her eyes. She's nearly in tears.
ROBBIE: "Each vanished without a trace, but so far, Peter's the only one with any new developments."
Robbie turns to Mary Jane. He notices she's about to cry.
ROBBIE: "Mary Jane?"
She can't help it. Mary Jane lowers her head, looking at the ground, and she puts a hand to her mouth as tears roll down her cheeks.
Robbie walks over and he puts his hands on her shoulders.
Mary Jane has her arms around Robbie, crying on his shoulder. He has a hand on her back.
ROBBIE: "They'll find Peter. I'm sure of it."
In another brief flashback, Mary Jane watches as Spider-Man continues to fight with the Green Goblin. Goblin's hands are around his throat and Spider-Man is struggling to pull his hands off.
SPIDER-MAN: "MARY JANE, PLEASE! FOR PETER'S SAKE! GO!"
Back in the Bugle office, Mary Jane shuts her eyes tight, shuddering.
MARY JANE (thinking): "I'm sorry, Peter. Why didn't I know it wasn't you?"
A man wearing a jacket over his clothes walks out of the open doors of the airport. He has a lone bag held in his hands and he looks over to his left, his face not seen.
The man walks over and he holds his hand up to hail an approaching cab.
MAN: "Taxi!"
A cab has parked by the sidewalk. The man walks over, seen from behind, and he opens the back door of the cab.
The man gets in the taxi cab and shuts the door behind him. The driver looks back at his passenger.
TAXI DRIVER: "Where to?"
MAN: "Get me to the closest hotel."
The Taxi Driver drives off down the road, away from the airport.
TAXI DRIVER: "You packed rather light. You staying in town long?"
MAN: "As long as it takes..."
The man leans back against the cab seat, showing his face for the first time. It's Kaine Parker, and he looks upset.
MAN/KAINE: "... I have someone to find."
Elsewhere, there is a large warehouse that stands outside the city.
Inside the warehouse, in the basement's construction room, Jack O'Lantern stands by a large table. Several devices occupy the table, from tasers and grenades to spare gloves.
JACK O'LANTERN: (thinking) "There. I've got my new upgraded weaponry, my new hideout, a nice fat bonus on the way..."
Jack O'Lantern turns to look at the second table, where a few computers and laptops are set on it. A printer is hooked up to one laptop and a newly-printed paper appears from the printer.
JACK O'LANTERN (cont'd): (thinking) "And thanks to my latest agreements with the Kingpin, I've got a nice list of new targets to track down."
Jack O'Lantern looks up as -
VOICE: "And here I thought you'd be more difficult to find."
Jack O'Lantern turns around. He sees that it's Mysterio who asked the question. Mysterio is standing nearby, in his classic green outfit with the purple cape and trademark "fishbowl" helmet, with his arms folded over his chest. A thick layer of fog that's up to Mysterio's ankles starts to spread on the floor.
JACK O'LANTERN: "Oh, sorry. For a minute there, I thought there was someone of any credible THREAT in here."
MYSTERIO: "I am MORE than capable of taking you down."
Jack O'Lantern looks at Mysterio.
JACK O'LANTERN: "Is that a fact? Excuse me if I'm not exactly quaking at the sight of a gumball dispenser with legs. You got guts coming to face me alone, I'll give you that."
Mysterio has his hands on his hips.
MYSTERIO: "Alone?"
Three tranquilizer darts are fired from behind and they stab into Jack O'Lantern's left shoulder blade.
JACK O'LANTERN: "Wh-? Uhh!"
Jack O'Lantern falls to the ground, paralyzed.
In Manhattan, a lone light is switched on in an apartment building.
Inside her Manhattan apartment, May Parker sits in the living room, by the telephone. She's clad in a robe over her clothes. She frowns, worried sick.
J. Jonah Jameson Sr. enters the room, in his pajamas, and he notices May.
Jameson gets to the chair and he kneels by May. He hated to see her worried sick like this.
JAMESON SR.: "You should be in bed."
MAY: "I can't sleep. I can't sleep knowing he's still out there."
Jameson holds May's hand and he gives her a sad smile.
JAMESON SR.: "I know you're worried sick about Peter, May. But you've got to have faith. The police will find him. You have to get some rest."
May looks at Jameson Sr. for a moment, pale and worried.
MAY: "I can't rest knowing he's out there. You saw that report. They found that bloody shirt of his in the river."
May looks at the window a moment, nervously.
MAY: "What if next they find his - his -"
May pauses, tears welling up in her eyes. She can't bear to finish asking the rest of that question.
Jameson Sr. frowns. He gently holds May's right hand as her left covers her eyes. The room behind them has gone dark, only blackness behind them, but neither of them notices.
In the Helicarrier's monitor room, Fury walks over to see monitor eight. Coulson is already looking at it firmly.
FURY: "When was he spotted?"
COULSON: "Fifteen minutes ago, sir. We caught some of what he was mumbling to himself before he disappeared. The voice pattern we got on tape is a perfect match."
Fury looks at monitor eight grimly.
FURY: "So then DOCTOR OCTOPUS is ALIVE AND WELL... AGAIN."
Coulson turns around to see one of the agents, a woman with long auburn hair and a lean-muscled, buxom physique - MOLLY JENSEN - seated at her station.
COULSON: "Jensen, where's the footage you recorded?"
JENSEN: "It's been restarted and is playing on monitor eight now, sir. He was spotted headed in the Lower East Side before he managed to slip off the grid."
Coulson and Fury look at the screen of monitor eight.
FURY: "There aren't a lot of places in that area that Ock hid out in. At least, not any of the usual ones we knew about."
COULSON: "Could it be Parker, sir? If Octavius is alive, that means it could still be Parker's mind trapped in his body."
Agent Jensen looks surprised as she zooms in on the footage on the monitor screen.
AGENT JENSEN: "We have a closer look of the footage before he disappeared, sir. But he's in considerably better shape than he was the last time anyone saw him. Look."
Fury and Coulson look at the screen, a little stunned by what they see.
FURY: "That's Octavius all right, but..." (voice lowered) "...what happened to him?"
A short time later, an abandoned power plant stands outside of New York. There are two trucks in the parking lot and no lights on in the building.
Inside the power plant's sub-basement, seated at her laboratory's desk and looking under her microscope, is Carolyn Trainer, clad in a lab coat over her clothes.
Carolyn reaches over to grab a new slide to put under the microscope. She doesn't notice a shadow of a man behind her.
VOICE: "Carolyn..."
Carolyn turns around, and is startled to see one of Doctor Octopus's tentacles reaching out to her.
VOICE/OCK: "... help me."
CAROLYN: "OTTO?"
Carolyn gets off her chair and she moves back in shock, wide-eyed. Two of Doc Ock's tentacles start to reach out to her, but Ock himself isn't seen.
OCK: "It... It is good to see you again, old friend."
CAROLYN: "Your body..." (whispers) "What's happened to you?"
Carolyn still looks ahead at the unseen Doc Ock. Two of his tentacles reach out closer to her.
OCK: "I don't know. I don't know how I'm back. But whatever's happened to me..."
Standing in the laboratory is Doctor Otto Octavius, wearing black pants and boots, but not his trademark glasses. He is shirtless, he has on his tentacle harness bonded around his waist with four tentacles writhing around him, but now his fully-healed physique is as lean-muscled as Spider-Man's.
OCK: "... I feel like my OLD SELF AGAIN!"
Elsewhere, two people stand in the shadows of an unknown location. One is a man, one is a woman, but who they are and what they look like are anyone's guess.
WOMAN: "This is risky. You know we may not even succeed."
MAN: "We have to try. So many people have already been affected, but none of them moreso than he has."
The background behind the two individuals starts to come into the light, but what the location is behind them is a blur.
MAN: "We'll need help making all of this possible. But his family, his friends..."
WOMAN: "They'll be fine for now. I know you can make sure of that."
MAN: "I know. I just hate having to put them through this."
The background is now seen clearly for the first time, showing a laboratory. However, the man and woman are still in the shadows, keeping out of the light.
WOMAN (cont'd): "Unfortunately, it's necessary in order to properly save him. We're going to need all the help we can bringing him back this time. It's different."
Upon closer look of the warehouse, the man and woman are now gone, only the office now seen. There is a laptop on a table, shut off, but the OsCorp logo is visible on the upper left corner of it.
MAN: "We should bring him back before all of this starts. I did the same for Octavius. We can't have -"
WOMAN: (interrupts) "No. We can't. Not yet. You know it's not as simple as that."
Upon closer inspection, we can see blood, long since dried, is splattered on one of the legs of the table and on the laptop's keys. The keyboard has been smashed in by whatever, whoever, hit it.
MAN: "I'll save him. I'll bring him back. I promise you that."
WOMAN: "I know. But first, we need to acknowledge that he's gone. They need to give him a funeral..."
A few feet in front of the table, a hand with dried blood on the left wrist and fingers lies on the floor.
WOMAN: "... and he needs to be mourned properly."
The dead body that lies on the ground is Peter Parker, with a puddle of dried blood on the floor beneath him. His eyes are closed, his head tilted to his right, and he's only wearing his now torn Spider-Man pants. The rest of his costume - the mask, the long-sleeved top, the gloves, the boots, even his web-shooters - is gone. Long slashes are on his left shoulder, across his chest, on his left bicep, two more are on his right wrist and two crisscross his stomach. The blood of the scratches has long dried. A broken razor-bat lies on the ground, not too far away from the body.