Peter and Miles found themselves on the upper east side later that night, each equipped with a canister of the Grave Dust counter-drug that Peter had developed years before. The GPS location appeared to be at a manhole, but there was no tracker to be found.

"Urban spelunking," Miles jokingly groaned. "My favorite."

"Meh, it's not so bad when you get used to it," Peter assured. "Then again, I'm not sure if I'm completely used to it. But, let's go anyway."

The opening led to an abandoned tunnel, much like the ones Hammerhead's men had used to hide Sable tech and supplies back in the day. Instead of starch-white rooms filled with guns and jetpacks, though, were dank corridors, lined with tables of different chemicals and other equipment. Even though they saw no one, the two Spider-Men crawled along the ceiling to remain hidden. The only sound was the occasional drip-drip of condensation falling to the ground.

"This is definitely a set-up for producing Grave Dust," Peter whispered. "But, where is everyone? The message said something was going down tonight."

"Maybe our mysterious informant got the time wrong?" Miles suggested.

"Maybe, but-"

Pete was cut off by incoming voices. Stephens- or, rather, Lincoln- herself was leading a group of goons, including Loup-Garou, into the room. She was visibly already under the influence of Grave Dust, and was directing the others to each grab one of the various inhalers strewn over the tables. Whatever they had planned, they were close to being ready.

"Looks like it's now or never," Miles announced. Peter nodded in agreement. The two started stealthily wrapping up as many people as they could until only a few plus Loup-Garou and Lincoln remained. They approached the two leaders, only for Loup-Garou to lift his nose and turn around.

"Who's there?" he growled. Unable to escape his sense of smell even under camouflage, the Spider-Men revealed themselves.

"Are you guys so insecure in your own strength that you have to resort to junk like this?" Pete teased as he dropped down.

"The Spider-Men," Lincoln spat.

"Little Janice. Lost track of you after your dad was put away."

"By you. Plus, it's not Janice anymore."

"Right, you go by Elaine now."

"I'm not Elaine, either! You can call me Epitaph."

"What is it with you and your dad and the death theme?" Miles asked. "Just curious."

"How about I show you?" Loup- Garou jeered. He leapt forward and snapped at Miles, who just managed to dodge. Taking it as an invitation, Epitaph swung her fist towards Peter. As he dodged, he saw a dark blur coming from behind her. In one swoop, this person swept Epitaph off her feet.

"What the-?" she cried.

"That's what you get for messing with my family," the newcomer huffed. The voice's owner landed in front of Peter and Miles, and they got their first glimpse of her: a young woman in a sleek black-and-gold suit, complete with the same purple spider from the GPS tracking discs.

"May?" both men exclaimed, forgetting themselves. Could it really be her, alive? Neither wanted to allow themselves to believe it, but who else could it be?

"So, my hunch was correct," Epitaph spat. "But I thought I had taken care of you, Parker."

"You'll find that we Spiders are hard to kill," May retorted.

"She knows?" Miles exclaimed.

"You're alive?" Peter added.

"How about we save the Q&A session for after the beatdown?" May asked, squaring up.

"Fair enough," Miles agreed.

"Dad, how about you and Unc take on the wolf? Epitaph is mine."

"I am, am I?" Epitaph picked herself up, and ran to clear the space between her and Spider-Girl. At the same time, Loup-Garou and the other goons rushed Miles and Peter. Without missing a beat, May sent streams of webs towards… the ground? To everyone's surprise, the ground froze before them. Having a bit of natural traction from their powers, the Spiders stayed upright while the villains started sliding around.

"Ice webs?" Pete asked in wonder, taking advantage of the situation to start webbing people up.

"You like?" May wondered, an obvious grin behind her mask.

"Love! You'll have to share the compound with me!"

"Later." May hopped slightly, and, out of seemingly nowhere, thin sleek blades appeared on the bottom of her boots. Before either Spider-Man could react, she had sped off towards Epitaph. They instead turned their focus towards the other opponents.


May zeroed in on Coach, confidence boosted just knowing that her family was behind her. Several of Epitath's goons attempted to take her down, but she simply webbed up nearby tables to throw at them, sending them flying for her dad and Miles to take care of. Nothing was getting in her way. Finally, she was face-to-face with the ringleader.

"Parker," Epitaph sneered as she struggled to stand on the remaining ice webs.

"Coach," May responded.

"To think one of my most talented students would end up being amongst my worst enemies."

"This isn't exactly how I pictured our relationship going, either. But I don't think either of us came here to chat."

"I couldn't agree more." Epitaph swung at May, who glided on the ice to duck underneath her arm. As she righted herself, she shot down a fresh layer of ice webs, then switched her shooter back to regular ones.

I'm going to have to wear her down before I can web her up, May thought. Luckily, there are plenty of things I can nail her with as I dodge her presumably hard hits. Sure enough, her next spin around, Epitaph's swing just barely hit. It's like running into a brick wall!

"You think you can stop me? I killed you once, I can kill you again! You can't stop what's coming."

"We'll just see about that." May took only a moment to recover before getting back into action. As time went on, it was obvious that Epitaph was getting close to where May wanted her, but Spider-Girl was getting tired herself. She took a glance around the tunnel, and inspiration struck. This is crazy… but it just might work.

Following her gut, May shot ice webs along the curved walls of the tunnel, all the way to the ceiling. Once she had dodged Epitaph's latest blow, she skated towards the wall, keeping one hand on it as if she were running along the side of a sky-scraper. She gripped the ceiling, then rapid-fired webs towards her former coach, yanking the resulting cocoon upwards.

"Hey, kid," her father called. "Catch!"

May reacted quickly as a canister attached to something like an inhaler flew towards her. Dad's file on Diox-3 mentioned that he had created a counter-drug; this must be it! She caught it and forced the mask over Epitaph's face. The villain struggled for a few moments, then finally submitted to her fate as her skin returned to its normal color. All around the two women, the Spider-Men were steadily taking down the others, even Loup-Garou. Once things were settled down, May retracted her skates and dropped to the ground.

Above her, May heard the wail of police sirens. Within moments, a fleet of officers swarmed the tunnel-turned-laboratory to take custody of the criminals. May surmised that her father or Miles had left an anonymous tip before coming here. Both Spider-Men joined May and her captive at the same time as the police reached them to pry Epitaph from the ceiling.

"Do you even know what you're throwing away?" she asked, grunting as the police handcuffed her. "Finals, nationals, the championship, the Olympics? Without me, you lose it all."

"That's better than letting you have your way with this city," May spat back.

"I thought you of all people would understand. Wouldn't you do anything for your family, for your father?"

"Not like you would, Coach." May sighed and shook her head. "Not like you."

Content to leave the police to their work, the Spiders swung up and out of the tunnel.