Inside Midtown Hospital, two SHIELD Agents are in an empty patient room, room 226. Mary Jane and her Aunt Anna are in the room with them. The wall behind them has a set of windows that looks out at the city.

ANNA: "Are we safe?"

AGENT #1: "Looks like it. Nobody was following us."

Anna looks at the SHIELD Agents nervously.

ANNA: "What about the others? The Jamesons, Peter..."

AGENT #2: "The agents are doing what they can to keep them safe. Right now, we need to keep you safe."

The Agents stop and listen to their headsets.

FURY JR. (on headset): "Agents, get them out of there! You've got trouble coming your way!"

AGENT #1: "Where, sir?"

Mary Jane looks out the window and her eyes widen with shock.

MARY JANE: "Look out!"

SMASH! The Agents, Anna and Mary Jane move away as the wall behind them suddenly crashes down as something breaks through, but isn't seen clearly due to the debris.

The two Agents, Anna and Mary Jane look over at the broken wall. Mary Jane and Anna look shocked, the Agents look upset.

VOICE: "There you are, Miss Watson."

The humanoid Mark XIV Spider-Slayer has stepped into the hospital room through the enormous hole in the wall, with its jetpack on its back now shut off. Unlike the previous Mark XIV Slayer, which had a face and personality of Max Modell on each of its three screens, only the middle screen is active and shows the face of a grinning Alistair Smythe.

VOICE/SMYTHE: "Now then, where were we?"

In a hallway of the Midtown Hospital, Peter/Spider-Man is held by his arms and waist against the abdomen of the Wolf Spider Slayer by its coils. His spider-sense is going off and he is struggling to get loose from the coils, but can't.

SPIDER-MAN (thinking): "The coils are too thick! I can't break free! But I've got to try! I... I can't give u..."

The coils suddenly emit electric shocks and Spider-Man struggles in pain as he's electrocuted.

SPIDER-MAN: "AAAAGHHH!"

Nearby, Aunt May is startled as she sees Peter/Spider-Man electrocuted. Ben/Spider-Man is struggling in the coils of the Mark I Slayer that are wrapped around his arms, waist and mouth.

BEN/SPIDER-MAN (thinking): "Peter's hurt! The Jamesons are dying, if they aren't dead already! I've got to get loose! I've got to-"

The coils of the Mark I Slayer suddenly go limp and let go of Spider-Man.

BEN/SPIDER-MAN: "- What?"

Simultaneously, the Wolf Spider Slayer's electric shocks stop abruptly and its coils unravel and drop Spider-Man to the ground.

PETER/SPIDER-MAN: "Oof! Unnhh... Wh-what happ..."

Spider-Man looks up and he sees the windows on the wall behind Aunt May. Iron Man is hovering outside and his hand is pressing a control console on his left wrist.

PETER/SPIDER-MAN: "... oh."

Outside the hospital, Iron Man flies around the building and heads to the large hole in the wall.

IRON MAN: "The Spider-Men are free. The Slayers in the stairway are shut down too. I'm headed for the last Slayer now."

Inside room 226, the two SHIELD Agents stand in front of Anna and Mary Jane with their laser guns aimed at the Mark XIV Slayer. The Mark XIV Slayer approaches them, its finger lasers aimed at the Agents.

SMYTHE: "You don't really expect that to stop my Spider-Slayer, do you?"

AGENT #1: "Stay away from them, Smythe."

SMYTHE: "And how do you propose to stop me?"

Smythe suddenly looks annoyed and his Spider-Slayer stops moving in its tracks.

SMYTHE: "Wait. Two of my Slayers just went dead."

The Spider-Slayer turns around to the hole in the wall its entrance created.

SMYTHE: "I can't get them back online! It's as though they've..."

Smythe looks upset at what he sees.

SMYTHE: "Oh, no."

The Mark XIV Slayer lifts its arms to attack Iron Man, who is hovering outside in mid-air, courtesy of his boot jets. Iron Man pushes a button on his left wrist's control keypad.

IRON MAN: "Sorry, Smythe. My toys are just way cooler than yours."

The Slayer's screen is shut off with a CLICK and the robot hunches forward, rendered off-line.

Iron Man flies into the room and he lands near the Watsons.

IRON MAN: "Is everyone all right?"

MARY JANE: "We're fine, thanks to you."

Anna walks over to Iron Man, visibly nervous.

ANNA: "What about the others? Peter, the Jamesons..."

IRON MAN: "Peter's fine. Agent Coulson's recovering in a room closeby. But the Jamesons..."

Back in the hallway where the battle with the Scorpion took place, the two Jamesons are on gurneys and are being wheeled off down the room. Aunt May is following them with a nurse at her side, who holds onto May's arm.

IRON MAN (narrates): "... I don't know if they're still ALIVE."

Ben/Spider-Man has caught up with Peter/Spider-Man. They both look on as Aunt May walks off. A tall, thin, mildly-handsome SHIELD Agent in a dark grey combat uniform, MCGINNIS, approaches them from behind.

MCGINNIS: "Spider-Men, I hate to interrupt-"

The two Spider-Men look at the ground where the Scorpion lay dead. His body is gone, only a small pool of blood remains on the floor.

MCGINNIS (cont'd): "- but who moved the body?"

In the Upper East Side, a large penthouse resides and overlooks the city.

VOICE: "Rose, baby, you sure know how to spoil a girl."

Inside a large dining room, Delilah is seated at a table for six near a large window to her left that faces the ocean. An open box with an extra large, pepperoni pizza with extra cheese is set on the table and Delilah sets a slice on her plate. A can of Pepsi, turned to one side so only Pep is seen on the can, is set by her plate. The Rose stands near the table, watching her with his hands on his hips.

VOICE/DELILAH (cont'd): "A nice new home. A twenty million advance payday. And lunch from the best pizzeria in the city. I don't know if I can properly repay you for all this, but I'll sure as hell try."

ROSE: "I trust you will. For now, I just need some questions answered. My predecessor had some... problems with his past recruits."

Delilah has taken a large bite out of her pizza slice. a string of cheese with a pepperoni stuck on it sticks out from her mouth, still attached to the slice.

DELILAH: "Can't say I'm surprised by that. ELECTRO is a pretty powerful guy, but he's also an ARROGANT, UNGRATEFUL SCHMUCK. And I can't exactly figure out why he thought he could have a guy as brainy and dangerous as DOCTOR OCTOPUS agree to FOLLOW ORDERS instead of GIVE 'EM."

Delilah takes another bite out of her pizza slice as the Rose watches.

ROSE: "He had big plans, I'll give him that. But you're right. He tried to hire the WRONG kind of people to help him take down Spider-Man. I won't REPEAT Conover's mistakes."

Delilah looks at the Rose and she grabs her soda can.

DELILAH: "I know you won't. What do you want me to do for you first? Just name it and I'll get the job done."

ROSE: "I trust you will. For now, just enjoy your lunch and enjoy the view."

The Rose walks out of the dining room as he grabs his Iphone.

ROSE: "I have some work to do."

In the office of his headquarters, Kingpin looks over at Alistair Smythe. Smythe glares at his laptop screen, which has turned to static.

SMYTHE: "Three Slayers lost in thirty seconds. If Stark hadn't interfered, I finally would've finished off Spider-Man."

Smythe looks away, rubbing his chin. Kingpin gives him a smile.

SMYTHE: "Well, Spider-MEN, actually. I wonder if this was that CLONE he once had."

KINGPIN: "It doesn't matter. All was not completely lost, Smythe. Jameson and his father are dead, Miss Watson was injured, and both times Spider-Man was helpless to prevent it."

Smythe looks over at Kingpin with a smirk.

SMYTHE: "True. Aside from Iron Man's tampering, the Slayers were quite successful and the Spider-Men couldn't escape either of them. With a few improvements, they can be sent out to finish off the Spider-Men."

KINGPIN: "Then construct the duplicates of the Slayers. When they're completed, we'll send them back out."

SMYTHE: "Done."

Smythe looks over at Kingpin, a bit puzzled.

KINGPIN: "What's on your mind, Smythe?"

SMYTHE: "You know... you never did tell me how you managed to revive me. Or why you wanted to recruit me."

KINGPIN: "You're a brilliant man, Smythe. I should think seeing how well your Slayers worked today would be explanation enough as to why I recruited you. As to how you were resurrected, I am not certain. Three of my Guards found you in the basement, barely alive, and brought you to my clinic."

Kingpin looks over at Smythe, who looks grim.

KINGPIN: "Do you remember anything? About how you got there? About your last battle with Spider-Man at the Raft before you died?"

SMYTHE: "No." (voice lowered) "No, I don't."

Kingpin has his back to Smythe. Kingpin smiles. That's just what he wanted to hear.

Inside the Daily Bugle, Betty stands outside the half-open door to Joe Robertson's office. She holds her Iphone to her ear and tears well up in her eyes.

BETTY: "Ben, it's Betty. I know you're still trying to find Phil, but when you get the chance, check your messages. It's Jonah. He's..."

Betty turns around and tears roll down her cheeks as she looks through the doorway to see Robbie in his office.

BETTY: "He's..."

Joe Robertson sits at his desk with his hands over his face, silently crying.

Inside room 224 of the hospital, Agent Jensen and two Agents in combat gear are standing by the shut entry door. Jensen taps her headset. Iron Man is with them.

JENSEN: "The Slayers have been rounded up and put in containment, thanks to Iron Man's assistance. Miss Watson is back with Parker and Reilly."

FURY JR. (on headset): "Are they all right?"

Jensen looks over at Peter, who is in his Spider-Man costume but unmasked. His hand is over his face and he is sobbing. Mary Jane and Ben, in his own Spider-Man suit and also unmasked, stand at either side with their right hands on his shoulders. They're also crying.

JENSEN: "No, sir. They're not."

Jensen looks away and she looks upset.

JENSEN: "We had to get Parker's aunt and Watson's aunt to different safe locations. May is still in tears and she's frustrated that she can't see her nephew. We're keeping everyone separated for their own protection."

FURY JR. (on headset): "Good. The Slayers maybe contained, but the threat isn't over yet."

Inside the Helicarrier, Nick Fury Jr. looks at the monitors and is keeping watch.

FURY JR.: "Just a moment, Agent Jensen. Keep me in the loop if there are any changes. Agent McGinnis, report."

MCGINNIS (on headset): "We've got Dr. Strange with us in the morgue now. He's done all he can."

FURY: "And?"

In the hospital morgue, both Jamesons lie on slabs and covered by sheets. McGinnis looks to the slab at the left, where the body of J. Jonah Jameson lies. Dr. Strange stands next to him and has his hands on Jonah's body.

MCGINNIS: "I'm sorry, sir. There's nothing he could for Jameson Sr. There's something wrong."

FURY JR. (on headset): "What is it?"

MCGINNIS: "We're not sure. The Darkness, whatever it is that's happening, it got to Jameson Sr. Strange can't heal him."

FURY JR. (on headset): "And Jonah?"

MCGINNIS: "It wasn't easy. We almost lost him. But Strange got to him and he'll make a full recovery. We're keeping him somewhere safe until this is over. For now..."

J. Jonah Jameson's left hand lightly shakes. He's still alive.

FURY JR. (on headset): "Understood. As far as the world knows, J. JONAH JAMESON is DEAD."

Inside the Helicarrier's monitor room, Fury Jr. looks over at Monitor Eight.

FURY JR.: "All right, everyone. The security cameras to Midtown Hospital have been reprogrammed for OUR EYES ONLY. The Fantastic Four and some of the Avengers are still out on assignment, collecting some UNEXPECTED ALLIES to help us out."

Fury picks up a remote control from the desk to his left.

FURY JR.: "When they reach us, I want everyone to be at ease. Still, I want the proper precautions and agents on stand-by if things get bad."

Fury looks over at Monitor Seventeen, which shows Peter, Ben and Mary Jane in the hospital.

FURY JR.: "I sure hope Strange knows what the hell he's DOING. This is a big risk."

Inside her apartment, Jill Stacy is seated on her living room couch. She is holding her phone to her ear.

JILL: "Come on. Pick up. Please."

Jill sits further back on her couch, listening to her phone.

PHIL: "Hi, this is Paul Stacy. Leave your message after you hear the beep."

Jill frowns as she hears the phone BEEP!

JILL: "Hey, Paul, it's Jill. Again. Look, I don't know what you're doing or why you're not answering your messages or your email, but when you get a chance, please call me back. I love you."

Jill sets her phone down and she looks over at her unpacked flat-screen TV.

JILL (thinking): "Great. Paul's not picking up. Dad went off on another assignment. I should check in and see if Peter and Mary Jane are having visitors yet. After what happened to them, I've -"

Jill looks at the TV screen and she looks nervous.

JILL: "Oh my God."

The TV shows footage of Peter Parker's trashed hospital room. The headline at the bottom of the screen reads: MAYOR JAMESON AND SCORPION DEAD. SPIDER-SLAYERS ATTACK PATIENTS, SPIDER-MEN.

Inside his warehouse, in his monitor room, the Jackal is watching several small flat-screen computer monitors on the wall. One screen shows footage of Scarlet Spider's fight with Demogoblin, another shows footage of the Ben Reilly Spider-Man fighting with Rhino, and a third shows the hospital security camera footage of Spider-Man held in the Wolf Spider Slayer's grip on CNN.

JACKAL: "My, my. My boys have been pretty busy today, haven't they?"

Jackal smirks as he watches footage of the Ben Reilly Spider-Man being teleported away from the steps of the Quinjet.

JACKAL: "It's strange. Every time one of my men gets close enough, they vanish and reappear somewhere else. I can't get close enough to any of them."

Jackal taps the side of his headset, looking serious.

JACKAL: "Ah, well. If at first you don't succeed... Unit One, report."

In Midtown, two of Jackal's soldiers stand across the street from Midtown Hospital. The soldiers have coats tied over their clothes and they look at the police cars are parked in front of the Hospital. Policemen stand at the entry doors of the hospital behind barracades to keep onlookers from entering.

SOLDIER: "Sorry, sir. SHIELD has got the Midtown Hospital on lockdown. You can't get within a two block radius close to the Hospital without cops or SHIELD agents in your face."

Jackal nods and he turns his attention back to the footage of the two Spider-Men in the Midtown Hospital.

JACKAL: "Noted. Contact me when there's progress. Unit Two, what about Kaine?"

At Times Square, two of the Jackal's henchmen, ELWES - 42, blond and lean-muscled - and GRENIER - 40, with short dark hair and with an average physique - stand on a rooftop. The two men are dressed in green bodysuits that have black gloves, a black belt with pouches all around it, and black combat boots. Elwes looks across the street at the next rooftop with binoculars, where the fight between Demogoblin and Scarlet Spider took place. The Quinjet has already left.

ELWES: "No such luck. He was teleported away by some kind of white energy when he was about to leave with two of the Avengers. They went in their Quinjet and took off to look for him."

In his monitor room, Jackal looks at the screens, a bit disappointed.

JACKAL: "Very well, Elwes. I'll keep a look out with my new security system. I have eyes on every city in New York."

Jackal looks at the screens firmly, seeing the two Spider-Men in the hall of the Hospital as the Scorpion is gunned down by laser blasts.

JACKAL: "Kaine will show up, sooner or later. When he does, bring him back home. I want them ALL back home."

Jackal glares at the screens.

JACKAL: "I have put off this plan for too long. FAR too long."

VOICE: "That's why you brought me here?"

In limbo, Madame Web and Scarlet Spider are looking at Jackal on a screen that hovers in mid-air. Scarlet Spider is unmasked, showing the real face of Kaine.

MADAME WEB: "Partly. Dr. Strange will be here shortly to heal your injuries. We'll have you back at full health and in fighting shape in no time."

VOICE/KAINE: "We keep disappearing and re-appearing due to your magic. It's really getting really IRRITATING, to be honest."

Madame Web sets her hands on the arms of her chair.

MADAME WEB: "Your arrival here was not of MY doing, but it's a necessary step to accelerate what's to come, believe me. Soon, we won't be able to help you at all. You'll be on your own..."

Madame Web looks at Kaine sternly. She could understand how he was feeling, but there were more important things to worry about.

MADAME WEB (cont'd): "... and you'll need to be prepared for what happens NEXT."

In an alleyway on Roosevelt Island, a police officer in uniform, Duane Monroe - mid-30s, African-American and with a thin mustache - lies dead on the floor. His eyes are shut, he's been shot three times in the chest, and is lying in a small pool of his own blood. A black rose is set on his chest.

VOICE: "Oh, Duane."

Crouched by the body is Arthur Stacy, who gives him a sad look. A bearded, thin OFFICER stands nearby.

VOICE/ARTHUR: "Did anyone see or hear anything?"

OFFICER: "Sorry, Captain. An employee at the diner stepped outside to take out trash bags when they found him out here. Nobody heard any shots and the cameras outside were all broken, so nothing was on tape."

Carlie Cooper walks up from behind and she joins Arthur.

CARLIE: "Captain Stacy?"

ARTHUR: "What are you doing here, Cooper?"

CARLIE: "I was working with Officer Monroe about a series of murders. He tipped me off that the Rose, most likely someone new, is the main suspect in their deaths."

Arthur stands up and he turns to face Carlie. Carlie pulls an Iphone out of her pocket.

CARLIE: "He said he'd found something over two hours ago, but I hadn't heard back from him."

ARTHUR: "Did he say anything before he died? Did he say where he was?"

Carlie looks at her Iphone and she is enlarging a photo. Arthur looks on in shock.

CARLIE: "No. All I got was a jpeg photo sent to my email. I'm not sure what it means."

ARTHUR: "Oh, my..."

A photograph of a familiar house is seen on Carlie's phone.

ARTHUR: "... that's MY HOME."

Outside, over in Harlem, Ben Urich walks to the open doorway of a large, abandoned laboratory. The sign above the entry door is faded and the words are not seen clearly.

Inside the laboratory, Ben walks down the main hallway and he looks around.

BEN: "Phil? Where are you?"

Phil steps out of the first doorway to the left. He looks over at Ben weakly and his legs are shaking.

PHIL: "Uncle Ben..."

BEN: "Phil!"

Phil collapses into Ben's arms.

BEN: "Phil! Can you hear me? Who did this to you?"

Ben reaches into his pocket and he grabs his IPhone. Several feet behind him, Ben doesn't notice a small video camera on the ceiling that is recording.

BEN: "Hang on. I'll call 9-1-1."

Hobgoblin watches footage of the warehouse on his monitor. He is grinning from ear to ear and he has an earpiece in his right ear.

VOICE: "We have guards at the back exit, sir. Should we enter and take them out?"

HOBGOBLIN: "No. Not yet. Let them go. Move on to PHASE TWO."

Over in Europe, Harry is walking over to an old airport. He smiles at Stanley as he walks across the street.

HARRY: "It's okay, little guy. I've got you. Daddy's back..."

Harry reaches the other side of the street and steps onto the sidewalk.

HARRY: "... and I'm NEVER letting you go AGAIN."

Harry walks over and towards the back of the airport. He looks tired and nervous after everything that's happened.

HARRY (thinking): "This is all so unreal. I've got the Goblin formula in my veins again. I just found out my best friend is really Spider-Man. My father tried to keep my son away from me. Why does this keep happening?"

Harry walks off to the back of the airport.

HARRY (thinking): "I made a promise to keep Stanley safe, but with these kind of people in my life, how can I? I don't want Stanley to grow up as a target, as someone to be used against me by my enemies. He deserves better than that."

Harry suddenly stops walking as he notices he is glowing with white light.

HARRY: "He deserves a normal..."

Harry re-appears standing in limbo. He looks shocked.

HARRY: "... life?"

Harry looks around for a moment, clearly upset.

HARRY: "No. No! NOOO-"

Harry looks down at his infant son, realizing what he's done and he starts to rock him gently in his arms.

STANLEY: "WAAAH!"

HARRY: "Sorry, Stanley. It's okay. It's going to be okay."

HARRY (thinking): "Is it? I didn't want to scare him by shouting, but what is going on?"

VOICE: "Don't be afraid, Mr. Osborn."

Harry turns and he sees Madame Web nearby, seated on her life-support chair.

VOICE/MADAME WEB: "We are here to help you."

Harry sneers at Madame Web. He was not in the mood for having anyone else getting in his way.

HARRY: "I just want to get out of here and find somewhere safe to take my son. I don't want ANY of this for him."

MADAME WEB: "We know you don't. I'm sorry for everything that's happened to you and your son."

Madame Web looks at Harry softly, but seriously.

MADAME WEB: "We can make all these problems end for you, Harry. No more Goblin serum. No more pumpkin bombs. No more danger. You and your son can have a NORMAL LIFE. We can give you what you want, if you are willing to HELP US. Please, just hear us out."

Harry looks at Madame Web, keeping Stanley held close to his chest. He didn't know why or how, but he had a feeling she was telling the truth.

HARRY: "Okay. I'm listening."

At Midtown hospital, Coulson walks into room 224, holding an ice pack on the back of his head from where Scorpion hit him. Jensen and the two Agents remain in the room.

JENSEN: "How are you feeling, sir?"

COULSON: "Just a bump on the head. We have a visitor to see them."

JENSEN: "I don't think this is the time for visitors, sir."

Coulson opens the door as Dr. Strange walks in. Peter notices Strange enter and his eyes widen.

DR. STRANGE: "I hope you're well enough for at least ONE visitor, Miss Watson."

PETER: "Strange! You healed my injuries earlier! Can you heal the Jamesons?"

Dr. Strange stands by Mary Jane and he looks at Peter. Ben/Spider-Man takes a step back from Peter, while Strange shakes his head as he gently holds onto Mary Jane's right hand.

DR. STRANGE: "I'm sorry, Peter. I did what I could. The darkness is spreading. It's getting worse. But I will do what I can. For all of you. Please, hold still, Miss Watson."

Dr. Strange closes his eyes as a white aura glows around Mary Jane. Mary Jane looks puzzled.

Mary Jane looks at Strange, her confusion changing to shock. The aura quickly fades away.

MARY JANE: "Wait."

Mary Jane pulls down the bandages around her left bicep. The slash on her skin from before is gone. She couldn't see the rest of her wounds, but judging by the way she felt and what happened to her arm, she knew the other injuries and slashes she had were gone as well.

MARY JANE: "My slashes... They're GONE."

Dr. Strange keeps his eyes on Mary Jane's arm. He has a worried look on his face. Peter/Spider-Man puts his mask back on as he looks over at Strange.

DR. STRANGE: "Something is wrong."

MARY JANE: "What do you mean? I feel great. You healed me."

SPIDER-MAN: "Why, Strange? Why could you heal me, heal Mary Jane, but not heal the Jamesons?"

Dr. Strange looks at Spider-Man with a frown.

DR. STRANGE: "I am sorry for your loss. I swear to you, your friends and family will be safe. We will not let you lose anyone else. But you cannot be here now."

Dr. Strange looks at Peter firmly. Mary Jane and Ben/Spider-Man look shocked as Peter/Spider-Man glows with white light, about to vanish.

DR. STRANGE: "It's almost time."

SPIDER-MAN: "Wait! Time for what?"

MARY JANE: "Peter?"

Spider-Man looks around in surprise. He has reappeared inside of a warehouse, somewhere downtown. The storage room he is now in is mostly empty space, but there are a few stacks of wooden crates nearby.

SPIDER-MAN: "Oh, not again! Now what...?"

Spider-Man turns around, his spider-sense going off, and his eye lenses seem to widen with his shock.

SPIDER-MAN (thinking): "You!"

Standing a few dozen feet in front of Spider-Man is Doctor Octopus, clad in his classic green and orange outfit and sunglasses. His arms are at his sides, while his tentacles writhe around with a life of their own.

OCK: "Hello, Peter. It's... it's been a long time."

Doc Ock's tentacles lower down as he puts his hands up to Spider-Man.

DOC OCK: "I cannot imagine what you're feeling right now. Despite what you may be feeling, what your spider-sense may be doing..."

SPIDER-MAN (thinking): "No!"

Ock stays in the same pose, but his expression is one of regret. Spider-Man's hands are made into fists and starting to shake with rage. Seeing Doc Ock so calm, so remorseful, was making him angrier by the second.

DOC OCK: "... I am NO THREAT to you. Not NOW. I want to talk to you."

SPIDER-MAN (thinking): "NO!"

DOC OCK: "Now you have every right NOT to believe me, certainly after everything I've done to y-"

He can't hold back any longer. Spider-Man leaps forward and he tackles Doctor Octopus backwards.

SPIDER-MAN: "AAAAAAAGGGGHHHHHH!"

DOC OCK: "UNGH!"

Spider-Man has landed crouched over Doc Ock and he is punching away at Ock's face.

DOC OCK: "UHH! NNGH!"

DOC OCK (thinking): "I should've expected this. Peter doesn't want to talk. Not after all I've done to him. But I won't fight back."

SPIDER-MAN (thinking): "He's blocking, but not fighting back! He seems different!"

Spider-Man continues to punch at Doc Ock, despite the villain's lack of resistance.

SPIDER-MAN (thinking): "NO! I don't CARE! He switched bodies with me and let me die while HE took my place! I won't -"

Spider-Man is knocked back and off of Doc Ock as he is struck in the chest by Sandman's massive fist made out of sand. Sandman's sandy fist stretches towards Spidey from behind Ock.

SANDMAN: "ENOUGH!"

SPIDER-MAN: "UHH!"

WHUMP! Spider-Man hits the ground, a little dazed.

SPIDER-MAN (thinking): "Sandman? But why is..."

Spider-Man sits up and he rubs the back of his head. His spider-sense gets more intense.

SPIDER-MAN: (voice lowered) "No."

Sandman and Mysterio stand to the right and left of Doc Ock, respectively. Sandman's right hand is still made out of sand and is made into a fist, but has reduced in size back to its normal length. Mysterio is in his classic green uniform, complete with the purple cape and trademark "fishbowl" helmet over his head. Kraven is crouched in front of Mysterio, with the blade of a knife held between his index and middle fingers.

SANDMAN: "You okay, Ock?"

DOC OCK: "Quite, Sandman. I appreciate the assistance, though brute force was not my intention."

Electro lowers down from the air, with his arms down at his sides and his hands faced down. An electro-magnetic aura glows around his body, while electricity sparks from Electro's hands and feets. He is wearing his classic green and yellow costume and mask and Electro has a big grin on his face. Vulture is hovering in the air to Electro's left in his classic green costume.

ELECTRO: "Don't worry, Ock. We'll do all the fighting FOR YOU, once you give the word."

DOC OCK: "You mean IF I give the word. For now..."

The Sinister Six have gathered together and Spider-Man looks on in shock.

DOC OCK: "... I shall give our young friend here a second chance to reconsider LISTENING to what I have to say."

Doc Ock looks at Spider-Man grimly.

DOC OCK: "It would be far less PAINLESS than the ALTERNATIVE."

In Europe, inside apartment 213, the Mother and Father are in the kitchen.

FATHER: "I know you're going to miss him."

MOTHER: "We barely got to know him. Who would do such a thing?"

The Father sets his hand on his wife's shoulder. He looks upset. Clearly the presence of Harry Osborn was the LAST thing they needed.

MOTHER: "Why would anyone want to make a parent think their child was DEAD? I feel bad that Mr. Osborn had to go through that."

FATHER: "I know. If that had happened to our child, I know we'd be doing the EXACT SAME THING."

The Father forces a smile at his wife, trying his best to calm down.

FATHER: "We'll have another child one day, darling. Everything will be okay. For now, we're lucky to have the cutest little girl in the world right in front of us."

The Father and Mother walk out of the kitchen and towards the living room.

FATHER: "I have some business to attend to. But tomorrow, I thought I'd take the day off and the three of us can spend the whole day together as a FAMILY."

MOTHER: "That sounds good to me. We should get her ready for bed. She's had a long day."

The Father and Mother walk into the living room to join their daughter.

FATHER: "What's this? Another news report?"

MOTHER: "It's another report from that attack in New York.

The Mother and Father sit next to their daughter. She is oblivious to their presence, smiling and her attention is solely focused on what she sees on TV.

MOTHER: "Remember when she used to think that was YOU when she was growing up? She'd see those clips of New York on TV and she'd think it was YOU behind that mask. I wonder what on Earth made her think that man could POSSIBLY be her Daddy."

FATHER: "Who knows? Maybe she liked the idea of her Daddy going out in a more COLORFUL SUIT like that. But I think she has a pretty cool Daddy right here, even if he doesn't go swinging off like THAT."

The little girl looks away from the TV set and she smiles at her father. On the screen it shows a close-up of Spider-Man.

FATHER: "Don't you think so, MAY?"

NEXT TIME: Surprised? Could it really be who you think it is? If so, how is that possible? Sorry, but that would be telling and all will be revealed in due time! But first, in the next chapter, Norman Osborn and the Enforcers make their move, Delilah is sent on her first assignment for the Rose, Carlie Cooper makes a startling discovery, the Fantastic Four make their return, more with the Stacy family, some of Spidey's most popular enemies make their presence known, and Kaine confronts the Jackal! Oh, yeah, and Spider-Man fights to stay alive against the original Sinister Six. That could be worthy of a mention. All of this and much more in Chapter 13: SINISTER.