"Alright so let's recap." Peter says to Liz as they walk down a hall on the second floor of Midtown High as he gives her instructions on what to do why he is away.

"Pull extra patrols of Chinatown, be on the lookout for Mysterio, and when in doubt don't go to the Bugle. Relax Petey I've got it under control, just go and enjoy yourself, you've earned some time off." She says as they reach her locker.

"You can't be serious. You're breaking up…with me?" Sally Avril says down the hall to Randy Robertson as she storms off.

"And I'd really like to steer clear of Sally in rage mode." Peter jokes.

"I'll talk to her later, see how she's doing. So Petey have you thought about what I said."

"Yeah I'm really not sure that's a good idea."

"Come on. I really think you should be honest with Gwen. It could really help your relation."

"And by relation you mean her and Harry's. For now I think it's best to just leave it alone."

"Alright, alright, it's just a suggestion. Anyway I should be worried about myself I need to go to some demonstration at OSCORP tonight to get my grade up in Dr. Warren's class. It's supposed to be some kind of light show or something."

"Practical application for hard light in construction actually." Mary Jane says coming down the hall. "I'll be there too. It seems my grades aren't exactly top notch either. So Peter when are you leaving?"

"I'm actually headed there in a little bit. Harry and Gwen are gonna see us off. I'll see you guys when I get back." He says as he heads down the hall, leaving the two to converse alone.

"So Liz, are you okay?"

"I don't know. I knew these powers were going to take some getting used to but lately I've been getting these hot flashes and headaches."

"Maybe it's just a side effect of the formula."

"Maybe, but I'll worry about that later. We should probably head to the demonstration."

In the bottom level of a parking garage somewhere in the city, Overdrive is busy waxing his new ride. As he whistles a tune he wipes the passenger side rearview mirror and notices someone in the reflection standing behind. He quickly turns around to see at least a dozen black suited individuals wearing animal like metal masks. "So what job does the boss want done now?" One of the mean steps forward and hands him a small stack of papers. He combs through the stack and lightly nods to himself. "Alright, basic terror attack, simple enough. But who's the new guy the boss is saddling me with?"

Suddenly a voice comes from the shadows. "I'm the fear that keeps you awake, I'm the terror that grips your heart. But you can call me the Prowler." A figure says emerging from the shadows wearing a purple and green costume with claw-like metal gloves and a long purple cape.

"Sorry he's very dramatic." Another emerges wearing a large green frog costume.

"You're one to talk Kermit." Overdrive says to the strangely dressed crook.

"The name's Frogman. We're your new muscle."

"Yeah this will be fun." Overdrive combs through the files. "So how good are you boys in science?"

At the OSCORP labs, a large crowd has gathered in the auditorium to see Professor Lansky's demonstration. As everyone mingles Mary Jane and Liz arrive and begin looking around. "Look at this turnout. This must be some pretty impressive demo." Liz says as they make their way over to the seating section, after which her phone begins to go off.

"What's that?"

"It's just a reminder. I'm supposed to meet Sally after to go shopping. You know get her mind off things."

"I said get out." They turn to see the professor yelling at his assistant who gestures at him and then leaves the building. The professor walks over to his desk and leans on it placing his hand over his face. Both of the girls walk over to see if they can help.

"Excuse me sir, are you alright?" Mary Jane asks.

"No, I found out my assistant was a reporter trying to reveal all my projects in the papers. My funding is already bad enough without my competitors getting a leg up on me. And now I've got no one to aid me in the demonstration. This is my last chance to impress the board and now it's all fallen apart."

"Maybe I can help with that." Mary Jane says. "I don't have much experience but I'll give it a shot."

Lansky jumps up excitedly. "Really? Thank you, thank you so much. It's all very simple. I'll run you through the process." He heads over to prepare the machine.

"You don't know anything about this kind of stuff." Liz says to her friend.

"Hey how hard could it be? And he needs help. Besides if I get a boast in my grade for taking notes, imagine what taking part in the demonstration will get me?" The red head says as she heads over to the professor.

A short time later the event commences as professor Lansky takes the stage, wearing a blue and black body suit. "Ladies and gentlemen, thank you all for coming. Tonight I will be unveiling the latest and greatest in OSCORP innovations. I'll bet you're all wondering why I'm wearing this outfit. Well if my lovely assistant would be so kind as to hit the starter sequence I'll be glad to show you." He cues Mary Jane. The red-head hits the sequence she was shown earlier and the machine comes to life in a dazzling display of lights and sounds. "Now I simply attach my suit to the connected harness." Lansky has Mary Jane hook to cables attached to the machine to the back of his suit. She heads back over to the console and hits another set of buttons.

"And now for the show to begin folks." Lansky extends his right arm and no sooner does he do so then a large projection of his hand made of light several feet in front of him. He moves it over the crowd.

"Impressive professor, but I don't believe we invested our money into a glorified light show." One of the female onlookers says.

"As I am well aware ma'am, if you'd be so kind as to touch the hand." He says as he extends it over her. She reaches out her hand and touches it. "It's…it's solid!" she exclaims as Lansky moves it over the crowd, allowing everyone to feel just how real it is. Liz and the rest of the crowd are astonished.

"As you can see the image is made of hard-light, completely solid. This suit allows me to form and control the constructs with a simple thought. Please let me show you what it is capable of." He creates another hand and moves them both as freely as his own lifting up a large crate he set up for the demonstration.

As many in the crowd begin to applause, Liz stops as she feels a throbbing in her head. "Aw, feels like my spider-sense is going to make my head explode." She thinks to herself as Lansky continues.

"Professor, what do you hope to accomplish with this." Another observer asks.

"Imagine safer construction zones. This suit, when mass produced will eliminate the need for large scale machinery in…" He is cut short as a large black van crashes through the wall. As the guests begin to panic Overdrive, Prowler and Frogman emerge from the vehicle. Overdrive immediately targets Lansky and fires his sonic pistol. The professor barely dodges the shot as the blast hits part of the machine causing it to shoot out electricity. Lansky, still hooked up to the machine, is hit by the feedback from the blast short circuit. He screams out in pain as the hard-light figures begin to swing dangerously around the room.

"Easy money." Prowler says as he stands over Lansky, preparing to finish him off. He is suddenly struck from behind.

"Leave him alone." Mary Jane says holding a piece of pipe in her hands as the criminal turns to her. Unfazed by the blow.

"You dare attack the Prowler. That was a mistake."

"No the mistake was you paying attention to an innocent bystander while theirs a hero in the room." Spider-woman says as she pounces down from the ceiling, knocking him across the room. "You okay? She asks the red-head, who nods.

"Professor Lansky said theirs an emergency shut off sequence on the counsel. I have to shut this thing down before anyone else gets hurt." Mary Jane tells her as she runs toward the terminal.

"Okay hurry and …" The heroine is cut short when she is sideswiped by a green flash that lands down in front of her as the frog suited villain uses a set of springs in his flipper like boots to leap off once again. Spider-woman leaps after him as Overdrive uses the distraction to get back to the van and Prowler, now back on his feet takes the opportunity to slowly make his way back to the unconscious Lansky.

Meanwhile Spider-woman is finding it difficult to keep up with her amphibian foe, who continually bounces unpredictably all over the room. "So your Spider-woman? Your even more beautiful in person." He says as he stops and sits atop one of the support beams. "So are you seeing anybody?" he propels himself from the beam, aiming directly at the heroine, who jumps at him as well. She barely manages to dodge his attack and webs the back of his suit.

"Well I am currently single. I'm just not sure what you could offer me in a relationship." She says as she sticks to the ceiling and uses the web-line connected to the villain to slam him against the wall.

"Oh well nothing ventured nothing gained. What the..?" he says as he launches from the wall forward toward Mary Jane as she continues to work the terminal. Spider-woman can only watch in horror as Frog-man violently slams Ms. Watson against the controls, destroying it and sending the machine into overload. Frogman gets up and rushes over to her trying to wake her motionless, battered body. "No, no, no! Come on wake up, please!"

"Mary Jane!" Prowler says, immediately stopping his advance on the professor as he rushes over to her, only to be knocked out from behind by Spider-woman, who then turns her attention to Frogman grabbing him.

"I..I didn't mean it. It was an accident." He pleads as she prepares to hit him, only to hear the professor's screams as she rushes back to unhook him from the machine. "Don't move." She says coldly to him before she leaves. He gives only a silent nod in agreement.

She reaches the professor and dangerously grabs the power cables connecting him to the machine. As she does so she is instantly electrocuted and knocked back.

"Look whose back with a new toy." Overdrive reappears with a grenade launcher and fires a round at her. Spider-woman dodges the shot and aims to fire her newly christened "venom blast" at him. But instead of firing the green energy at him, flames shoot from her fingertips that blast him in the chest and knock him down.

She immediately stops and stares at her hands. "What's happening to me she says as she feels an intense heat coursing through her body and falls to her knees.

Overdrive rises again and switches his aim to his partner. "What are you doing?" Frogman asks.

"Do I really need to explain the word expendable to you?" as he takes aim, Prowler jumps up and tackles Overdrive as he fires the RPG. Frogman takes Mary Jane and leaps away from the blast, using his body to shield her from the force and debris. Suddenly the room begins to rumble as bolts of electricity begin to shoot from the machine. Overdrive manages to kick off the Prowler and make it back to the van. "Have fun kids. See you around, that is if you survive." He drives out the way he came.

Spider-woman, though still reeling in pain sees the machine about to go off and leaps toward Lansky, hoping to still rescue him. "It's too late." Frogman says, his suit badly damaged, as he tackles her in midair as the machine finally explodes in a large blast covering the entire area in a thick black smoke destroying half the room.

Soon after the fire department, police, and paramedics arrive on the scene and everyone begins digging through the rubble as the police cordon off the area. "Uh, Captain Stacy, there's something you gotta see." One of the officers says standing over a pile of rubble. "What do you think it is?" he says as he shows Stacy a large white ball. The Captain pulls a knife out and slices the sphere open as a green flash flies out from the container onto a nearby building and quickly disappears. A short distance away Prowler emerges as well and pulls off a similar vanishing act as the police try apprehending him. Captain Stacy turns his attention back to the pod to find Spider-woman inside.

"I need paramedics over here now!" he calls out as he helps her out as the medics begin to check her various cuts burns and bruises.

"It's okay I'm a fast healer." She assures them.

"You must be the Spider-woman I've heard so much about. Good to finally meet you, though I wish it were under better circumstances. Witnesses say someone crashed through the wall with some kind of armored car."

"Yeah they rushed in and attacked…wait where's…" the heroine rushes over to the area where Mary Jane was located and begins digging. Officers run over and begin to help, and after a short while uncover another pod. "It held. I put it over her at the last second." She rips it open effortlessly and pulls out the girl's motionless body and bursts into tears. "This is all my fault." She says as teardrops roll down her face.

As the paramedics load the girl into the ambulance and rush to the hospital, Spider-woman stands over the rubble as Captain Stacy approaches her. "The medics say there's still hope. Don't blame yourself. You did the best you could." He says as he places a hand on her shoulder.

"Sure doesn't feel like it." She says as she swings off.