Volume IV: Spider-Island Part II

This will be the third chapter of Volume IV and Part II of the two part story, everyone exposed to the Spider-Virus have mutated into spider creatures, including a few of the Web-Warriors friends and loved ones, Spider-Queen has assembled an army and claimed the entire island as her own hive, she still has ambitions in making Spider-Man her Spider-King as she sent her spider minions after him. Meanwhile the Web-Warriors figures out a plan to save everyone from this outbreak, Dr. Connors has devised a solution, but a risky one for the spider heroes as it could cost them something they have, their powers. Nick Fury and S.H.I.E.L.D. has quarantine the entire island to keep these creature from escaping, he'll also enlist the help of the Avengers to help contain this situation. At some point Spider-Man will be brought before Spider-Queen as she explains her ambitions as well as her origins in her unique mutation she was born with, she's one of many of a subspecies of humans with powers. Spider-Man will reject joining her as his friends will come to his rescue, but they'll be too late as she draws strength from her minions to make herself stronger than all the heroes combined, the Web-Warrior will take the ultimate sacrifice in saving this city by possibly giving up their powers to cure everyone from this Spider-Virus, Anya's fate will be determined at the very end of this chapter when this is over.

It's still August 26th, time is 7:45 PM nighttime as the whole city is facing a crisis, everyone who's been exposed to the Spider-Virus are undergoing a transformation as they're feeling the changes and the pain that came with it, they all grew out extra sets of arms, their faces forms out extra sets of eyes and mandibles, they began to grew big and hair as three of the Web-Warriors are swinging around the city heading towards Lower East Side to reach their friend who might been in serious trouble, they look down swinging to see that some people in the streets are being transformed very slowly into something else entirely, they fear what Dr. Connors warned them has come true.

"Are you seeing this?" Kid Arachnid looks troubled.

"Yeah, I see it, what Dr. Connors warned us about earlier, it's finally happening." Spider-Man said.

"I hope that nothing bad has happened to MJ, but I've already fear the worst." Ghost-Spider said.

"I know, I have this bad feeling too. Let's cut the chatter and keep on going!" Spider-Man said.

The Web-Warriors continue on as they've finally reached the neighborhood of Lower East Side to see that it's happening around here too, people with spider powers are undergoing a change in the streets including some animals exposed to the virus, extra limbs are popping out and people are mutating. The Web-Warriors finally made it to the apartment of Peter and Gwen to find that it's a mess, signs of a struggle, pieces of the Spinneret suit on the floor, they fear the worst has already happened to Mary Jane.

"Oh no." Ghost-Spider is stunned.

"We're too late." Spider-Man is also stunned.

"Even the dog is gone too." Kid Arachnid said.

"They couldn't have gone very far, let's look around carefully." Spider-Man said.

Each of the Web-Warriors walk around the apartment to find any signs of Mary Jane and Ms. Lion, Ghost-Spider went to the bathroom to search but to find it completely empty, Kid Arachnid searches around the living room for anything but so far nothing, Spider-Man went to the empty bedroom to find it completely empty, he was about to leave until he sense something is here, he walks into the room and looks around, he then turns his back and looks up to see something monstrous up in the ceiling. This creature jumped down from the ceiling and stood in front of Spider-Man as the heroes is stunned to see what appears to be a humanoid spider creature with extra arms and eyes, it screamed out roaring at Spider-Man, he assumed that this creature must be his friend who has been mutated by the virus, it looks like a Man-Spider he used to become months ago.

Spider-Man is stunned and terrified. "Oh my god... MJ!"

This creature then charged in for an attack as Spider-Man jumps up and clings to the ceiling, the spider creature missed as Spider-Man dropped down and wrapped his arms around it's neck, Ghost-Spider and Kid Arachnid heard a commotion in the other room, they're about to rush to help Spider-Man but Kid Arachnid got surprised by another spider creature, only this one is smaller than the other, Kid Arachnid got a hold as it's mandibles are trying to reach his face.

"Oh great, a Spider-Mutt?" Kid Arachnid still holding back from the spider creature. "Sorry about this boy."

Kid Arachnid pushed back the spider creature and webbed him up for good measure to keep it from attacking, Ghost-Spider helps Kid Arachnid up on his feet as they both more commotion coming from the second bedroom, Spider-Man still has his arms wrapped around the creature he knows is Mary Jane, he's doing his best to hold himself back from fighting against his friend.

"MJ, please, get a hold of yourself, let me help you!" Spider-Man is holding himself back.

This creature got a hold of Spider-Man behind her and tossed him hard towards the wall, Spidey was about to counter with his web shooter, but the spider fired an organic webbing and webbed up Spidey's right arm, the hero is trapped as this creature is coming his way. Ghost-Spider came into the room and fired a web line onto it's back, this creature isn't able to move forward towards Spider-Man, it turns around to see Ghost-Spider and Kid Arachnid pulling the web line to keep it from hurting Spider-Man. This creature uses all it's hands and got a hold of the line, it pulls with all it's strength, Ghost-Spider and Kid Arachnid got pulled off their feet as they're surprised by how strong this creature is.

"Dang, he's strong." Kid Arachnid said.

"It's a she, and she's MJ, don't try to hurt her." Spider-Man with his right arm trapped.

"Try telling her that, we can't just do nothing and let her kill us." Kid Arachnid said.

Ghost-Spider sighed. "He's right, we need to neutralize her in order to help her, Spidey."

Spider-Man sighed as he reluctantly agrees. "Alright, do it."

The fight is still on as this creature is moving towards the two heroes, Ghost-Spider jumped away to get it's attention while Kid Arachnid cloak himself to remain undetected, this creature fired off multiple webbings at Ghost-Spider as she's doing evasive maneuvers, but it's too much webbing being fired upon as she eventually got caught in one of them, her right foot is stuck to the ground as she's unable to move forward, this creature is coming towards her about to make it's attack, but all of a sudden it got zapped with so much voltage until it passed out and fell down to the floor unconscious, Kid Arachnid de-cloaks himself after he's done neutralizing the creature. Ghost-Spider takes off the webbing from her foot and Spider-Man took off his from his right arm as both of them joined up with Kid Arachnid to see it's unconscious from the shock, but still alive, Spider-Man slowly approached it and leans down to it's head.

"I'm sorry, MJ, but I promise you, we're going to do everything in our power to help you." Spider-Man then get up and turns to his teammates. "Let's get her back to the tower."

The Web-Warriors then webs up the creature that is Mary Jane for good measure as Spider-Man is picking it up with all his strength, afterwards they've left the apartment and swings away from the neighborhood heading back to Avengers Tower to figure out a way to save Mary Jane from this transformation she underwent, but as they swing throughout the city, they see that many people have been transformed into Man-Spiders.

"Are you seeing this?" Ghost-Spider is stunned while swinging.

"Yeah, I'm seeing it, I fear this is happening everywhere in Manhattan, let's just get back to the tower with MJ and figure out a way to reverse this process." Spider-Man swinging carrying the spider creature.

Every man, woman, and child exposed to the virus continues to mutate into Man-Spiders as the Web-Warriors stay focused on taking Mary Jane back to the tower to figure out a way to save her along with the rest of the city from this chaos.

Around the same time at the Helicarrier, mobile headquarters of S.H.I.E.L.D., hovering far up it the skies above Manhattan, Director Nick Fury is at the bridge observing top secret operations S.H.I.E.L.D. is conducting, coming onto the bridge is Deputy Director Maria Hill who has disturbing news to share with the director concerning a situation happening down in Manhattan.

"Director Fury, there's a situation happening around Manhattan, you better see this." Maria Hill said.

Maria Hill turned on the holoscreen in the bridge and tuned it to the live news of Manhattan facing a crisis by many of it's citizens mutating into spider monsters while few uninfected individuals are running for their lives.

"We're here live in Manhattan witnessing many of it's citizens who had gained the powers of Spider-Man having undergone a transformation, turning them into spider monsters as many people who are unaffected are running for their lives, this city is falling apart, we need the national guard or yet... oh god, they see us! God help us all..."

The new reporter looked terrified as she got webbed up along with the camera crew as the camera fell down to the ground and the news switched to technical difficulties, everyone at S.H.I.E.L.D. had feared the worst has already happened and this is only the beginning, Manhattan has already fallen into chaos cause of these spider monster roaming around, Nick Fury decided to take matters into his own hands to keep it from spreading beyond the island.

"Hill, get in touch with the Avengers and tell them we need their help immediately, in the meantime, we need to contain this situation before it escalates, initiate the dome protocol." Nick Fury said.

"Yes Director, it shall be done." Maria Hill comply with the orders.

Maria Hill walks away to make the preparations to intervene in this matter the whole city is facing.

Time is 8:01 PM at a hideout somewhere in Manhattan, Adriana "Ana" Soria AKA the Spider-Queen is meditating as the tv screen in the room is showing live news of people around Manhattan transforming into spider monsters as Dr. Jonathan Drew is still chained up, unable to do anything other than witness what his work has unleashed upon the city, something he's not proud of, meanwhile Spider-Queen is still meditating as she can sense so many people having become her spider minions and that number is still growing.

Spider-Queen smiled with her eyes closed. "Perfect, everything has gone as planned, my army is finally here, now its time for them to join me in building my empire, New York is only the beginning, welcome to Spider-Island."

Spider-Queen then uses her powers to send out a psychic wave that enables her to control the spiders all over the island.

(New York City)

Around the same time all over Manhattan, especially at Time Square as many Man-Spiders are roaming around the streets, some are clinging to walls around the buildings creating many webbing, some unaffected people are still running away for their lives as these creature are out of control reacting on instinct, all of a sudden they've felt something in their heads as they've all stopped and listened to the voices in their heads.

"Listen to my voice, come and join me, come serve your queen." Spider-Queen's voice.

All the spider creatures all around Manhattan finally succumbed to Spider-Queen's mind control and fallen under her command, they all marched towards Central Park to join their new queen.

At the same time at Avengers Tower, the Web-Warriors locked up the creature that is Mary Jane in a holding cell powered by a force field for good safety while Anya is still recuperating from her injuries in the med-bay, the psychic wave eventually reached here as Peter, Gwen, and Miles all felt their spider senses tingling for some reason, this is different from the usual warnings they get, it felt as if someone is trying to control them as they hear voices in their heads all saying "Come join your queen!", but it didn't work as they're still in control of themselves, they're immune to the mind control for some reason.

"Did you sense that?" Peter asking his teammates.

"Yeah, I sensed it." Gwen said.

"Me too, what do you think it was?" Miles is curious.

"I'm not sure, but whoever it is must be behind this spider outbreak this city is facing." Peter suspects this person is the mastermind.

"I heard voices, saying 'Come serve your queen!'" Miles said the quote.

"I heard it too, it felt like those voices was trying to influence us, but it didn't work, we're still in control." Gwen said.

"I don't get it, how come we're immune?" Miles is curious.

"Maybe cause even though we're part spider, we're mostly still human. That must be the whole purpose of this virus Dr. Connors warned us about, giving everyone spider powers was just the start of their evolution, making everyone into spiders must be the endgame, I think this so called queen needed everyone to become Man-Spiders in order to control us all." Peter theorized the purpose of this incident.

"Man-Spiders?" Gwen is confused.

"Oh, right, I was once in this situation months ago when I was up in space onboard the High Evolutionary's ship, he turned me into a Man-Spider that lacked any consciousness, something I couldn't control." Peter explained his experience as Man-Spider.

"Wait, if you couldn't control it, how did you turned back to normal?" Miles is curious.

"I... had help." Peter referring to Scarlet Witch and Quicksilver.

Miles then turns his attention to Anya still resting in the bed still being watched over by Jane Foster making sure there aren't anymore complications in her injuries, she hasn't transformed into a spider like everyone else has for some reason.

"How is Anya?" Peter asking about Anya.

"Still human surprisingly, I don't get it, she was exposed like everyone else, why hasn't she mutated yet?" Miles is confused to Anya's situation.

"Maybe because she lost too much blood contaminated with the virus, my blood must've flushed it out of her system, so she should stay human at least for now." Peter theorized how and why.

"That's good to know, what about her?" Miles turns to Mary Jane still in unconscious in spider form. "How do we fix her?"

"I called Dr. Connors the minute we got back, he told me that he's already working on creating a cure to reverse the effects, it should be done soon." Peter told his teammates.

"I hope its sooner, the whole city has fallen into chaos, too many people have already turned into Man-Spiders, even if we do get the cure, how do we distribute it to the entire city, I doubt that Stark Industries will be able to mass produce it in time, by then it could already be too late." Miles said.

"Actually, there might be a way, it's a long shot, when me and Pete were on a field trip tour of Oscorp, we've come across some kind of device capable of distributing the cure, making it airborne for everyone to inhale it, it's called the Ganali Device." Gwen told her teammates.

"Never heard of it." Miles isn't familiar.

"Not surprising, it's a prototype and the pattens is still pending, but it could work." Peter likes Gwen's idea.

"Oh okay, so you're just going to go over to Oscorp and asked them if you can borrow their machine to save the city?" Miles being sarcastic.

"That's one idea, but after all those times we've had with Oscorp, I doubt they'll be very cooperative with us, so there is an alternative solution." Peter said.

"Wow, so basically you want to steal it from the company?" Miles is surprised.

"It wouldn't be stealing, we're just going to borrow it and then return it back after it's done." Peter said.

"Oh, why didn't you say so?" Miles playing along.

Peter's phone got a text as he pulls it out to see that it's from Dr. Connors, Peter smiled as the news is great.

"Great news, Connors just texted me, he has a new batch of the cure ready at his lab." Peter told the good news.

"Good, sooner we use it, the sooner we can save the city." Gwen said.

"Agreed, Gwen, I need you to stay and guard this place, make sure that MJ is secured until we can get the cure." Peter said.

"Don't worry, I'll make sure everyone here is safe." Peter said.

"I know you will." Peter then turns to Miles. "Miles, I need you to go to Oscorp and fetch the Ganali device."

"So now I'm the one who's going to be doing all the stealing?" Miles said.

"Borrowing, besides you're the only one who can turn invisible, they'll never see you coming." Peter smiled.

Miles smiled back. "Point taken, alright, I'll get the device and you get the cure."

"Alright, time we split up, good luck." Peter said.

"You too." Miles said.

"Be careful out there." Gwen said.

Peter and Miles gave Gwen the thumbs up as they put on their masks and walks out onto the balcony, Spider-Man and Kid Arachnid jumps off and swings away in separate directions, Spider-Man is heading towards ESU to fetch the cure while at the same time Kid Arachnid is heading towards Oscorp for the Ganali Device, as each of them are swinging around the city, they see all the damage the Man-Spiders have caused, the building are covered in webbing, the whole city is being taken over by the spiders.

Time is 8:45 PM at Central Park as many Man-Spiders have assembled here, about thousands, maybe even a million, all the spider are under some kind of mind control as someone called them all here, coming up in front of the spiders is Adriana Soria, the Spider-Queen, she stood in front as many Man-Spiders are bowing down before their new queen, she finally has a powerful army of spiders at here disposal.

Spider-Queen smiled with pride. "My subjects, welcome to my Spider-Island, you've all been chosen in building my new empire here, New York is just the beginning, soon we shall began our expansion beyond the island and turn many more into my servants, we shall grow stronger in numbers, within a week we shall have the entire Eastern Seaboard, in a month the whole country, soon within a year the whole world shall be mine and we will become the dominant species of this planet, with me as the queen, I will lead it into a new world order... GOD SAVE THE QUEEN!"

All the Man-Spider all raised their fists up and roared out loudly cheering for their new queen, taking the entire island is only the beginning, but it's not enough as she wants more, she plans her expansion beyond the island and turning many more into her servants to bend to her will.

"But first I need you to fetch something for me... or should I say someone... a king." Spider-Queen smiled.

Around 9:10 PM at Empire State University, Dr. Curt Connors has finished making two batches of the Spider-Virus Cure to counteract the effects and reverse the transformation process, he's still waiting along for the hero to come and pick up the cure, but there is a risk in using it that made him uneasy, coming into the lab is Spider-Man sporting his new suit that took Dr. Connors by surprise.

"What with the suit?" Dr. Connors asking about the suit.

"Courtesy of a friend." Spider-Man said.

"I take it that Parker passed you the message." Dr. Connors said.

"Do you have it?" Spider-Man said.

Dr. Connors picked up two vials in his hand and hands them over to Spider-Man. "Here, this is all I made, it's still untested."

Spider-Man took the vials. "Not to worry, I'll test it out to be sure, thanks Doc."

"Spider-Man, there's something else you should know, it's important." Dr. Connors has something else to say.

"What is it, Doc?" Spider-Man said.

"Be careful when using it, the cure is capable of curing everyone of the Spider-Virus, transforming them back to human, but there is a risk." Dr. Connors warns Spider-Man.

"What kind of risk?" Spider-Man is curious.

"If any of you, including your two spider friends are exposed to the cure, there's a chance that you could all lose your powers in the process, since the Spider-Virus is responsible for giving everyone powers, your powers are also related, I don't know if you can resist it's effects... I'm sorry, I wish I had time to create a better cure." Dr. Connors said.

Spider-Man sighed. "Don't worry, if it means saving the whole city, then it'll be worth it, thanks for the warning, Doc." Spider-Man said before leaving the lab.

Spider-Man has been warned of the risk of using the cure, everyone exposed to it could end up being completely human, including him along with Gwen and Miles, they could all lose their powers if this works, no more Ghost-Spider, no more Kid Arachnid, and no more Spider-Man, they'll be forced to take up the ultimate risk for the city.

Meanwhile at the same time at Oscorp Tower, Kid Arachnid is on a mission to fetch a device here, he's sneaking around the building by climbing through the air vent, he eventually opened one from the inside and dropped down to the floor in the hallway to see that it's empty, he looks around to find out that he's on the floor where the R&D complex of the building is located, where all the prototypes are being developed and stored, so far there isn't any security guards around this place.

"Okay, this seems pretty easy." Kid Arachnid then heard footsteps coming his way. "Dang, I spook too soon."

Kid Arachnid then turns himself invisible before anyone spots him, coming out of the corner of the hallway are a couple of security drones armed with advanced weapons, they're patrolling around the hallway keeping an eye on anything suspicious, Kid Arachnid is clinging onto the ceiling still cloaked as none of the drones are aware of his presence, they passed by him and continue on their routine, after they're gone Kid Arachnid drop down to the floor and de-cloaks himself.

"Seems like Oscorp is very paranoid despite everything happening out there. Okay, where is this device?" Kid Arachnid telling himself.

Kid Arachnid continues sneaking around until he reached the R&D complex, he enters to find a lot of newly developed technology stored here, including what appears to be a hovercraft somewhat similar to the one once used by Jack O'Lantern, this one is winged shaped like a bat with thrusters called the glider, it's armed with guns and missiles, other than the glider there are razor bats, pumpkin bombs, flaming sword, and a newly developed battle armor.

"Huh, looks like the toys Jack O'Lantern used, but improved. But where is that device?" Kid Arachnid tells himself.

He continues looking around the place among the many prototypes Oscorp owns, he then stumbled upon a device label "Ganali", it's big and cylinder shaped.

"There you are, sorry about taking you from this place against your will, but the whole city needs your help, let's get going." Kid Arachnid being amusing.

Kid Arachnid is in the process of securing the Ganali device and have it ready to be taken from this place in order to save the whole city, he can only hope that Spider-Man has done his part in bringing the cure.

Time is 9:45 PM at Avengers Tower, Gwen Stacy is still keeping an eye on a mutated Mary Jane still out cold and tied up in webbing in the holding cell, here at the tower is Jessica Drew still in her costume along with Jane Foster tending to a recovering Anya Corazon still resting in bed, everyone is still on edge with everything happening out there all over the city, coming in through the balcony is Spider-Man who takes off his mask as everyone came to him.

"Pete, did you get it?" Gwen asking.

Peter pulls out a vial and show it in his hand. "I got it."

"Perfect, so this should counteract the effects of the Spider-Virus." Gwen said.

"Assuming they got the recipe right." Jessica said.

"We need to test it first, make sure it works right." Peter walks up to the holding cell where a mutated Mary Jane is all restrained.

"What? Use Mary Jane as a lab rat?" Gwen has doubts.

"Gwen..." Peter said.

"What if it doesn't work and it kills her or what if she wakes up and kills us?" Gwen is being doubtful.

"Gwen, we have to find out, one way or another!" Peter said.

Jane Foster came up and gave Peter an injector to be used, Peter loaded it up with the cure, he then powers down the force field and enters the cell where Mary Jane is still unconscious, he's got the injector in his hand as he leaned in closer.

"MJ, if you can hear me, we're going to test out the cure on you, hopefully it'll work, please be brave." Peter telling his mutated friend.

Peter still has the injector in his hand loaded with the cure, he move it closer but hesitates as Gwen is right, there could be some risks in using something untested on a subject, there's no guarantees that it'll work and it could do more harm than good, the last thing he wants is to risk Mary Jane's life on a gamble, he's having trouble making the hard choice.

"I... I can't do it." Peter stopped himself.

Peter steps back as he couldn't bring himself to endanger Mary Jane's life on a chance he could be wrong, he steps out of the cell and joined up with Gwen, her phone is ringing as she pulls out to see that Ganke Lee is calling her urgently, it must be so important.

Gwen answered the call and puts it on speaker. "Hi Ganke?"

"Gwen, something big is happening above Manhattan." Ganke Lee said.

"How big?" Gwen is curious.

"I think that you better get out there and see for yourselves, you can't miss it." Ganke Lee said.

Peter, Gwen, and Jessica all rushed out of to the balcony as they look up in the sky to see the Helicarrier hovering above the city in plain sight, they knew that this was Nick Fury and S.H.I.E.L.D., they have no idea to what they're about to do, all of a sudden a shield emitter below the ship's belly is powering up, it's similar to the shield technology A.I.M. once owned on their island, S.H.I.E.L.D. has incorporated this technology with their Helicarrier.

At the bridge of the Helicarrier, Nick Fury is overseeing this operation personally to contain this situation on Manhattan, to keep the creatures from escape beyond the island, the crew are awaiting for their director to give out the order to deploy the barrier.

"Activate the shields." Nick Fury gave the order.

The crew all received the order and made arraignment to activate the shields, at the bottom of the Helicarrier the emitter has powered up to full capacity, the energy barrier has been deployed, forming all over the entire city, nothing can get in or out, Peter is looking up from the tower to see that Nick Fury has deployed the barrier to trapped everyone and everything inside from ever getting out.

"What the?" Gwen is stunned.

Peter is troubled by this whole matter as he went back into the tower and turns on the holoscreen, he's attempting to make contact to Nick Fury demanding an explanation as to what he's doing to the whole city, eventually the screen managed to patch through to the bridge of the Helicarrier and Nick Fury appears on the screen.

"What are you doing, Fury?" Peter demands an answer.

"I don't know what you mean." Nick Fury not giving a simple answer.

"The Helicarrier deploying the barrier upon the whole city, I know this is all your doing, so tell me what you're planning?" Peter again demanding answers to Fury's plan. "FURY!"

Nick Fury remained silent until he sighed and explained. "Those spider creatures are clear present danger to everyone, we can't allow them to escape the city, they need to be contained, we have to stop this threat any means necessary."

Peter doesn't like where this is going. "Fury, you can't... most of those creatures are people, innocent people."

"I'm very aware of their condition and I'm very sorry, I'm sure none of them deserve this fate, but we need to think about the fate of this country as well as the rest of the world if we don't stop this." Nick Fury said.

"Fury, we have the cure, we're working on a solution to distribute it to the whole city, I just need more time." Peter said.

"I hope so, cause if you don't then the brass will be forced to take matters into their own hands, it'll be disastrous. Whatever you're going to do, do it fast cause the clock is now ticking, the Avengers are already on their way to reinforce you, the fate of this city is in your hands now... Good luck, Spider-Man." Nick Fury signed off.

Peter along with Gwen and Jessica are stunned to find out that they're on a timeline to save the whole city before S.H.I.E.L.D. and the government takes matters into their own hands and end this threat in a way that no one will remain alive once this is over. Peter looks at the unconscious mutated Mary Jane as he made up his mind and decided to take up the ultimate risk, he walks back to the holding cell with the injector still in his hand, he leaned in closer to Mary Jane.

Peter sighed uneasy. "Okay, let's pray this works."

Peter then injected the injector into the mutated Mary Jane Watson as she's woke up screaming out loud, Peter delivers a dose of the Spider-Virus cure into her bloodstream, she broke free from the webbing and tackled Peter out of the way as she got out of the holding cell screaming, Gwen and Jessica rushed back to see Peter down, he hold out his hand telling them not to do anything, all they can do is watch and hope this will work.

"Come on, MJ, come back to us!" Peter telling Mary Jane.

The spider creature is still screaming in agony as she can feel the effects of the cure doing it's work on her body, she eventually collapsed down on the ground on her hands and knees, the extra arms around her body are going away as the hairs all around are disappearing, Mary Jane is facing down as her natural red hair color is forming up around her head, everyone is watching as she's transforming back to human, eventually all the effects of the Spider-Virus has been reversed and she's been cured, she's now laid down on the ground without any clothes on, everyone is amazed that the cure worked and Mary Jane is back to human.

"MJ?" Peter calling out.

Mary Jane is waking up slowly, she's slowly getting back up on her feet feeling all weak.

"MJ... you're back!" Peter smiled in joy.

Mary Jane got herself up and he frowns as he sees her without any clothes on, everyone got to see Mary Jane in all her natural beauty showing off her assets

"And you're naked." Peter is stunned.

"Peter..." Mary Jane placed her hand on her face and finds out that she's human again, she smiled in joy. "Peter, I"m back."

Mary Jane moves forwards and hugs Peter right in front of everybody as she's not wearing anything, Peter is stunned by Mary Jane being like this.

"This is awkward." Jessica is stunned.

"Tiger, I'm human again!" Mary Jane smiles and hugs Peter in her naked form.

Peter is blushing while still being hugged. "I'm glad that you're alright, MJ, but..."

"But what, Tiger?" Mary Jane said.

Mary Jane stopped hugging Peter as she could see that Peter is keeping his eyes off of her for some reason and his face is blushing, she then looks upon her self to realize that she's not wearing anything right now, she gasped and covers herself, feeling embarrassed being completely naked in front of everybody, Gwen rushed to her friend's side and covered her up with a blanket to hide her lack of modesty, but it was too late as Peter had already seen enough of Mary Jane in her beautiful form he'll never forget, Gwen escorts Mary Jane into Peter's quarters here at the tower as Peter seen too much of Mary Jane.

Peter sighed. "Great... now it's stuck in my brain."

Sometime later as Peter is waiting with Jessica and Jane while Gwen is in Peter's quarters helping Mary Jane pick out some clothes for her to wear since hers got ripped to shreds by her humongous transformation into a mutated spider, she got fully dressed in Peter's old workout clothes consisting of a black t shirt and gray sweatpants, she came out dressed as she's still processing everything that has happened she got transformed back to normal.

"How are you feeling?" Peter asking.

"I'm feeling alright besides the fact I was standing before everyone in my birthday suit." Mary Jane said.

"Sorry... that was unexpected." Peter felt embarrassed.

"Water under the bridge, Tiger." Mary Jane said.

"So how exactly are you feeling right now? Do you feel more normal?" Peter asking about her condition.

"Let's find out." Mary Jane raised up her wrist and pressed her palm with her two fingers to trigger the webbing, but nothing happened, she kept on pressing her palm and still nothing as she finds out that her spider powers are now gone, she's completely human again. "My powers, they're gone."

"The cure worked." Peter said.

"That's great news, now all we need is for Miles to return back with the Ganali device and load up the cure, launch it into the air and the whole city is cured, we saved the day." Gwen said.

"Except there's one problem." Peter forgot to mention on important detail.

"What kind of problem?" Jessica said.

"Dr. Connors warned me there is a huge risk, if this cure works and it's used on the entire city, everyone will ended being cured of the Spider-Virus, but there is a catch, there's a big chance that everyone will lose their spider powers, including us." Peter explains the risk.

"So you're saying that you, me, Miles, even Jessica..." Gwen said.

"We'll be completely human if this happens, no more spider powers and no more being heroes." Peter said.

"Bloody hell." Jessica is stunned.

"I'm sorry, I wish there were a better way to do this without the chance of us losing our powers, but this is the only way to save the city and its people." Peter felt uneasy about this whole thing.

Gwen sighed uneasy. "I guess being a hero means making the hard choices and making the ultimate sacrifice, maybe this is it for us."

"Do you realize what you're saying, Gwen? If we do this, there's no more Spider-Man, no more Ghost-Spider." Peter said.

"Peter, I love being a hero... but I love you even more. If we do end up being human, then it means that we could finally have a normal life together. Besides, there are more heroes in this world than ever since you started this crusade, I'm sure the world will survive without a few heroes in it. This could be our chance to have a life without masks, finally be happy and I want that with you, you're my life Peter." Gwen smiled.

Peter smiled. "You're my life too, Gwen, always have been, always will be."

Jessica sighed. "I guess this is it, our last night as heroes, it's been fun."

"I know the feeling... lets makes this count, for everyone." Peter said.

"You still have another batch of the cure?" Gwen asking.

"Yeah, as soon as Miles returns back with the Ganali device, we'll set it up here and have it ready to be launched." Peter said.

"That's good, I don't foresee any problems." Jessica said.

All of a sudden both Peter and Gwen's spider senses tingled as danger is nearby, coming crashing through the windows are Man-Spiders in huge numbers, both Mary Jane and Jane Foster got spooked by their appearance.

"What the?" Jane Foster is scared.

"You two get inside the med-bay and locked the door!" Peter said.

Mary Jane and Jane Foster rushed back into the med-bay and sealed the door tight, they're locked up with Anya still resting in the bed, Peter, Gwen, and Jessica both put their masks back on their faces as the Man-Spiders all rushed and attacks Spider-Man, Ghost-Spider, and Spider-Woman, all three heroes split up but they're specifically targeting Spider-Man as most of them charged at him, Spider-Man punched one of them in the head, Spider-Woman punches back with her fists charged up with venom, they're quite effective against them, Ghost-Spider jumped over and webbed up the spider, she then looks to see that Spider-Man is in serious trouble as swarms of Man-Spiders are overpowering him by force.

"SPIDEY!" Ghost-Spider yells out in fear.

The other Man-Spider broke out of the web and strike back with a fist and knocked out Ghost-Spider who was distracted, she fell down on the floor as she can see her boyfriend is in trouble, Spider-Man is doing everything he can to hold them back, but they all fired organic webbing together and wrapped Spidey in a cocoon, one of them picked up the cocoon and carried it, they're making their escape with their prize, Ghost-Spider is still injured as they're getting away with Spider-Man as their hostage.

"Spider-Woman, they're taking him, they're taking Spider-Man!" Ghost-Spider yells out.

Spider-Woman punched out the Man-Spider as she turns her attention to several Man-Spiders making their way towards the balcony with the cocoon with Spider-Man trapped inside, she attempts to rush to stop them from taking Spider-Man away, but couple of them are firing off their organic webbing and trapped Spider-Woman in a web, she's trapped and having trouble getting out of them, the Man-Spiders got what they needed and rushed away with Spider-Man in the cocoon, the others are making their escape as well. Ghost-Spider is getting back up on her feet as she walks over to the broken window to see the Man-Spider swinging away from the tower, they took Spider-Man, she's disappointed that they couldn't do anything to stop them from escape, she failed Peter.

(Later)

About 15 minutes laters, Kid Arachnid finally returned back from Oscorp with the Ganali device on his back, but he find the tower wrecked with shattered glass and wrecked furniture, the walls are covered in webbing, he could tell there was a fight here recently as he sees Gwen Stacy and Jessica Drew with Jane Foster and Mary Jane Watson who was just cured of the Spider-Virus, she's now human again, but the only thing missing is Peter Parker, he took off his mask and got curious as to what happened here.

"MJ, you're human again." Miles said.

"Yeah, thanks for asking." Mary Jane said.

"What happened here? Where's Peter?" Miles asking about everything.

"They took him, Miles, those spiders came here and just took him!" Gwen is troubled.

"What?" Miles is shocked.

"I don't get it, why did they take Spider-Man? What do they want with him?" Jessica is confused.

"I don't know, but whatever it is, it can't be good." Gwen said.

"Well the good news is I got the device around my back." Miles showing off the Ganali device he's carrying.

"But the bad news is that Peter has the last batch of the cure in his possession." Jessica said.

"Dang... which means we need to go save him and get the cure back, the entire city needs it, have you seen what's going on around the island?" Miles points out about the barrier.

"It's S.H.I.E.L.D., they've sealed off the entire island to keep those creature from getting out, Fury is counting on us to cure the city." Gwen said.

"So let's go save Pete and get the cure, after that the whole city is saved." Miles said.

"Except one problem, if we do deploy the cure upon the whole city and we're still in it, there's a very decent chance that we may end up losing our powers in the process." Gwen told of the risks.

Miles is stunned. "Double Dang."

"I know, but either way, we have to save this city by any means necessary. Are you good with that, Miles?" Gwen said.

"I won't deny that I love being a hero, but if it means that we can save everyone, then I'm good with it." Miles said.

"Alright, first things first, we set up the Ganali device here at the top, then after we're done, we'll all go and rescue Spider-Man together, the fate of this city depends on it." Gwen told everyone with a sincere look.

"Okay, let's get started." Miles agrees with Gwen.

Later around 10:34 PM in Central Park as legions of Man-Spiders are gathered together, some of them have already brought in more people who are still normal and haven't been bitten by the bed bugs, the spiders puts them in the web and left them still alive unconscious, meanwhile far in the middle of the park is Spider-Queen surrounded by her spider minions in her makeshift throne, coming towards her is a squad of Man-Spiders carrying a cocoon with someone inside, she then gets up on her feet and walks up as her subjects placed the cocoon upon the giant web between the trees. Spider-Queen then opens up the top of the cocoon to see Spider-Man before her still alive, Spidey is just waking up and breathing air, he then sees a young hispanic woman around his age before his eyes surrounded by Man-Spiders, he figured that she's the leader and the mastermind behind this incident the city is facing.

"Spider-Man, at last we meet." Spider-Queen smiled.

Spider-Man is still breathing. "Who are you?"

"Allow me to introduce myself, my name is Ana Soria, but you shall address me as Spider-Queen, welcome to my Spider-Island, Spider-Man." Spider-Queen introduced herself.

"Let me guess, you're the mastermind who's infected the whole city with your Spider-Virus." Spider-Man said.

"Courtesy of Dr. Drew, his work on the spiders made all this possible, you of all people should know that since he made you into the man you are now." Spider-Queen said.

"You're the one who abducted him, made him use his work to turn everyone into these creatures." Spider-Man said.

"He refused at first, so I had to torture him, break him until he cracked, eventually he gave in and under the threat of his life, he created those genetically modified bed begs loaded with spider venom, along with a little extra to speed up the transformation process, the Spider-Virus. Thanks to him, I now have an army to build my empire here in Manhattan, soon the rest of the world will join me as they turn into my servants." Spider-Queen explained her endgame.

"How are you controlling them? It doesn't seem like mind control is part of our spider arsenal." Spider-Man is curious.

"I'm not like you or the others, I wasn't given these powers through being bitten by the spider, I was born with them." Spider-Queen said.

"What? That's not possible." Spider-Man is confused.

"Anything is possible, there are so many things in the world that you still don't know about yet, let's just say that my gifts are a result of a unique mutation." Spider-Man explained her unusual origin.

"Why are you doing this, Ana? Some of those spiders are innocent people, none of them deserve this fate." Spider-Man is troubled by all this.

"Everyone say they're innocent, but the truth is humanity brought this upon themselves with their fears and selfish desire for power, none of them were innocent" Spider-Queen said.

"How could you say that?" Spider-Man is confused.

"Because they always fear what they don't understand... I was born with these gifts, when I was a little girl, I found out that I could communicate with the spiders, back then they were the only friends I had growing up, many people feared me, others kids, my neighbors, even my own family saw me as different because of what I could do and what I'm capable of, instead of giving me the affection I crave for, they isolated themselves away from me giving me nothing but neglect and prejudice, growing up was never easy for someone like me... once I turned eighteen, I enlisted in the marines trying to find a purpose for myself, I wanted to prove that I could make a difference for humanity just like you did, but as soon as they found out who I am and what I could do, they captured me and ran experiments, they wanted to turn me into a weapon." Spider-Queen explains about her troubled past.

"I'm sorry." Spider-Man felt sympathetic.

"For months they took sample of my blood, studying my DNA, wanting to unlock the secret of my powers, then they subject me into a series of tests to see what I could do, eventually I couldn't take it anymore, one day I turned against my captors and made my escape, I wanted to exact my revenge, so I tired to use my psychic links on you to see if I could ever control any of you, but all I can do is read your minds and learn everything about you, that's when I found out the origins of your powers, Dr. Jonathan Drew. After learning who he is and what he can do, I dived into the mind of Jessica Drew to find out where to find him and I did, I found him." Spider-Queens explains more of her past.

"So this is why you're doing this? Because you've been shunned by humanity and you want to get even?" Spider-Man said.

"I thought you of all people would understand what it's like being hated, even when you were doing good, you've been called a menace many times, still do." Spider-Queen said.

"I can't control what people think of me every time, even if they do insult me, but that doesn't mean that I want to get back at them by doing them harm, what you're doing is all wrong." Spider-Man said.

Spider-Queen steps forward to Spider-Man. "You say that now, but in time you'll come to see things my way, Spider-Man, or should I say..." Spider-Queen then put her hand on his mask and removed it from his head, showing his true face. "... Peter Parker."

Peter is stunned to find out she knew his name. "How?"

"Have you seriously been listening to anything I said? I read your mind, I got to learn everything about you, Peter." Spider-Queen said.

"So why am I here? What do you want from me?" Peter is curious.

"Having an empire isn't enough, I need someone who can rule beside me, someone who is worthy enough to be my Spider-King... you." Spider-Queen said.

"Me?" Peter is stunned.

"I've watched you for so long, seen how well you've used your powers better than anyone else, beside... I can't deny that you're good looking." Spider-Queen flirted.

"Flattered, but I'll pass, I already got a queen of my own." Peter refused.

"The blonde, she's got nothing, I can give you everything you ever wanted, what makes her so special?" Spider-Queen said.

"She's all kinds of amazing, she's my true love." Peter remains loyal to Gwen.

"You're making a mistake." Spider-Queen is mad she felt rejected.

"I chose Gwen, always!" Peter stated.

Spider-Queen grabbed Peter's chin by force. "We'll see how loyal you are once you're turned into a true spider like everyone else, only then will you submit to me."

"Ah... I'd rather not turn into a spider, I've been there already and it's not a very pretty experience." Peter is nervous.

"Aren't you curious as to where the Spider-Virus came from? It came from me, specifically my saliva, they have mutative properties that can cause someone like you to undergo a transformation. Care to find out?" Spider-Queen said.

"I'll pass, thank you very much." Peter is more nervous.

"Don't fight it, Peter, soon you shall be changed like everyone else, but you'll be joining beside me as my Spider-King." Spider-Queen said.

Spider-Queen leans in close with her lips ready with her saliva ready to be transferred through Peter's mouth, he keeping his mouth sealed tight as he doesn't want to be changed into a giant Man-Spider, she's still has her hand holding his chin keeping him from resisting, her lips came close to contacting his, but all a sudden a webline was fired from behind her, she got pulled away before she had the chance of kissing Peter with her mutative saliva, Spider-Queen back up to see a few of her Man-Spiders are zapped up by something invisible, Kid Arachnid is still cloaked zapping any spiders he came across, Spider-Woman is here as well zapping the spiders too. Spider-Queen looks up to see Ghost-Spider is the one who pulled her away from Peter Parker, he smiled to see his girl came to his rescue.

"YOU!" Spider-Queen is pissed.

"Keep your lips away from my man!" Ghost-Spider said.

Kid Arachnid finished zapping off some Man-Spiders, he then snuck around Spider-Queen still cloaked, he then appears before Peter Parker still trapped in a cocoon, he got his hands on the web and ripped it off, finally freeing Peter from his confinement, he dropped down onto the ground as Kid Arachnid helps him up on his feet, he then picks up Spidey's mask and hand it back to Peter.

"Thanks, how'd you find me?" Peter smiled.

"That new suit of yours has a tracker in it for emergencies." Kid Arachnid said.

"Janet, always thought of everything." Peter smiled.

"Do you still have the cure?" Kid Arachnid said.

"Yeah, I got it, it's safe." Peter pulls out the vial from his belt.

Ghost-Spider came up to Peter and pulls off her mask, she hugs Peter tightly. "Thank God you're alright, Pete, I was so worried."

"I'm alright, Gwen, thanks to you and Miles." Peter smiles and hugs Gwen back.

"Never thought I'd see you again." Gwen smiled.

"That makes two of us." Peter smiled.

Peter and Gwen kiss each other in that moment as Spider-Queen watched as felt angry that her chosen mate is kissing the woman who dared attacked her, Peter finished kissing Gwen as they put their masks on together to stay focus as the fight isn't over yet, Spider-Woman and Kid Arachnid joined up with their teammates, Gwen looks back at Spider-Queen on the ground all angry.

"Sorry, this man is all mine." Ghost-Spider said being with Spider-Man.

"You're quite brave coming here, Blanca Nieves, brave but foolish." Spider-Queen calling her Snow White in Spanish.

"Really, cause it looks like you've been bested." Ghost-Spider said.

"Am I?" Spider-Queen remained confident.

The Web-Warriors all look around to see more Man-Spiders all together here at the same place, about legions of them, they're completely outnumbered and surrounded, Spider-Queen is getting back up as she has her army backing her up against the heroes.

"There's only four of you against thousands of my subjects, did you really think you could take us all alone?" Spider-Queen said.

"Who says we're alone?" Spider-Woman said.

Spider-Queen has no idea what Spider-Woman meant by that, but she was too late as Iron Man came in flying around in the air blasting away a few Man-Spiders without killing them, coming flying through a swarm of them is Captain Marvel all glowing with photon energy, the Man-Spider that surrounded the Web-Warrior have a solar beam fired upon the ground to keep them from attacking, the Web-Warriors look up to see Vision here, Iron Man finished taking out a few as he lands down in the middle of the perimeter to meet up with Spider-Man and his team, the Avengers came to assist the Web-Warriors.

"Hey kid, sorry we're late!" Iron Man said.

"Better late than never, Tin Man." Spider-Man said.

Their reunion got interrupted as many more Web-Warriors are coming their way for an attack, but all of them ended up being incased in a red aura, Spider-Man knows who's doing it, the Man-Spiders are being lifted up in the air as 18 year old Scarlet Witch is here in her new costume, she then tossed them down hard neutralizing them, coming through the park at high speed in a silver streak is Scarlet Witch's twin brother, Quicksilver in his new suit, he's taking out some spiders without them reacting too fast, coming down from the skies is Thor in his battle armor along with his hammer Mjolnir, he unleashed bolts of lightning upon a few spiders, coming in jumping is Hulk who then smashed down on the ground with so much force, creating a shockwave, Spider-Man could see that they're using full force against the spiders which made him worry.

"Hulk, Thor, try not to kill them, they're people!" Spider-Man reminded them.

"Then how do we stop these Spiders?!" Thor asking while still engaged in combat.

Spider-Man pulls out a vial of the cure. "With this! We just need to load this into the Ganali Device, once it's deployed it'll distribute the cure to the entire city, turning everyone back to normal."

Spider-Queen looks around to see her forces are being taken down by the Avengers, but her biggest worry is Spider-Man has the means to cure the entire city, trying her spiders back to normal, if that happens her entire army will be long gone.

"SPIDER-MAN! WHAT DO YOU THINK YOU'RE DOING?!" Spider-Queen yells.

"I'm going to end your reign once and for all!" Spider-Man said.

"I WON'T LET THAT HAPPEN!" Spider-Queen said.

"No offense, but what can you do against us?!" Iron Man said.

"YOU WANT TO SEE WHAT I CAN DO? LET ME SHOW YOU!" Spider-Queen said.

All of a sudden all the Man-Spiders underwent some kind of trance as they all stopped fighting and went down for some reason, the Web-Warriors and the Avengers look to see something is happening to Spider-Queen, she's drawing strength from all her subjects and it's making her stronger as she's undergoing a change, she's transformating right there in front of their eyes, she's grown extra limbs and growing in size as it's ripping off her costume to pieces, everyone looks up at Spider-Queen transformed into a giant spider right before their eyes.

"DOES THIS IMPRESS YOU?!" Spider-Queen in Giant Spider Form.

"You had to ask?" Spider-Man telling Iron Man.

Spider-Queen is gigantic and more powerful than ever as she draws her strength from all her spider subjects, they made her more more stronger as the heroes are in for a big fight, Spider-Queen screamed out a sonic blast from her mouth, the heroes all scattered away dodging the powerful sonic blast as it blasted the ground with so much force.

"Dang, she's not messing around!" Kid Arachnid said.

"Neither are we, AVENGERS! TAKE HER DOWN!" Iron Man gave the command.

Iron Man takes flight as he unleashed a volley of missiles from his armor upon Spider-Queen, but her new skin is more durable that she didn't even feel it, Iron Man then switch to using his repulsors, Captain Marvel flies up and fires her photon blasts upon her, Thor is spinning his hammer and unleashed bolts of lightning, Vision is up in the air firing his solar beam, all the heroes working together to take down Spider-Queen but their attacks are ineffective against her in her spider form, the Web-Warrior had to watch the Avengers doing all the fighting against Spider-Queen.

Spider-Man sighed. "Could've used the Hulkbuster right about now, or maybe even a Spider-Man Megazord."

"Spider-Man Megazord? Really?" Ghost-Spider isn't amused.

It would've been cool if I had one, would've come in handy." Spider-man being amusing.

Spider-Queen then unleashed a huge blast of sonic waves and pushed back the heroes in the air with so much force, Thor then tossed Mjolnir up towards her chin and staggered her a bit, she got ticked off as she swings her leg and pushed his away, Hulk jumped up for a strong uppercut but Spider-Queen fired some organic webbing out of her mouth and covered Hulk in webs, the Web-Warriors could see that their combine efforts aren't doing anything, Spider-Queen managed to best Earth's Mightiest Heroes.

"This isn't working, even all of us working together can't take her down!" Spider-Man pointing out.

"How is she this powerful? Even our heavy hitters can't hurt her." Spider-Woman said.

Spider-Man realized something about the Man-Spiders. "It's the spiders, she's drawing all their strength and adding it to hers, that's how she's this powerful."

"If that's true, then the only way to stop her is to take away her source of power." Ghost-Spider said.

"We have to get back to Avengers Tower immediately, is the Ganali Device set up?" Spider-Man said.

"Yeah, me and Ghost-Spider had already set it up before coming to your rescue." Kid Arachnid said.

"Great, we just need to get the cure there and boom, the whole city is cured!" Spider-Man said.

"Along with us." Kid Arachnid pointed out the risk.

"I know... but there's no other way to stop her, it's a chance we'll have to take, for everyone." Spider-Man said.

"I'm with you, Pete." Ghost-Spider said.

"Me too." Kid Arachnid said.

"It has to be done, go! Get the cure there and save the city!" Spider-Woman said.

"LIKE HELL I'LL LET THAT HAPPEN!" Spider-Queen turns her attention towards the Web-Warriors. "I WON'T LET YOU UNDO EVERYTHING I'VE WORKED SO HARD TO BUILD!"

"I think we just ticked her off!" Kid Arachnid is worried.

"Yeah, let's get out of here!" Spider-Man yells out.

The Web-Warriors are all running away from Spider-Queen through Central Park as the giant spider monster is now chasing after them, Spider-Queen unleashed a blast of sonic wave down upon the ground as it blasted away some of the Web-Warriors off the ground, including Spider-Man. The hero fell down and checks his utility belt, the vial of the Spider-Virus cure is still intact, but his biggest worry is Spider-Queen is about to swing her leg down to crush Spidey, but Iron Man came in flying and swooped Spider-Man off the ground before he got crushed.

"Seems like I'm always coming to your rescue, Kid!" Iron Man flying with Spider-Man.

"Thanks Tony, to the tower ASAP!" Spider-Man said.

Iron Man is flying above Central Park with Spider-Man heading towards Avengers Tower, Spider-Queen is chasing after then moving through the park trying to stop them from ruining her plans, Spider-Queen still crawls around unleashing blasts of sonic wave around in the air hoping to hit them, Iron Man does some evasive maneuvers hoping not to get hit.

"She's still coming!" Spider-Man said.

"Hey, not backseat driving, I got this!" Iron Man said.

Iron Man still flying Spider-Man in the air above Central Park as they're almost out, Spider-Queen is still unleashing her sonic attacks at her enemies, as the heroes are close to flying out of the park, Spider-Queen managed to lock on and fired a sonic blast and hits Iron Man out of the air as he and Spider-Man came crashing down upon a taxi cab outside of the park, Iron Man took the full force of the impact as Spider-Man remained fine, but Iron Man's armor has taken some damage, specifically his thrusters used for flight.

"Ah... my boosters are gone, sorry kid, my wings are clipped!" Iron Man lost his flight.

"It's fine, I can swing towards the tower from here!" Spider-Man said.

"GO!" Iron Man said.

Spider-Man then swings away heading towards Avengers Tower, Iron Man is getting back up unable to fly with his armor taken some damage, coming out of the park is Spider-Queen still determined to stop Spider-Man from deploying the cure upon the city by any means necessary, Iron Man fires some repulsors hoping to get her attention and by Spider-Man some time to do his mission, but Spider-Queen ignore his attacks and keep on crawling through the city chasing after Spider-Man swinging around, Iron Man failed to keep her busy.

"Crap..." Iron Man then switched to his comm. "Danvers, we're going to need a bigger gun!"

A few news choppers are still functional with some uninfected reporters and cameramen recording the event happening right now as a humongous spider monster is crawling through the city causing damage to any buildings in her path, many uninfected people on the ground are running away in fear as a giant spider is crawling through.

(Helicarrier)

The Helicarrier is still deploying a dome around the whole city to keep any spiders from escaping to the outside, at the bridge the crew are witnessing something happening right now on live news about a giant spider creature terrorizing the city.

"Director, I think you better see this!"

The crewman switched the holoscreen to live news, Nick Fury along with the rest of the staff watched as a giant spider is crawling through the city causing chaos in it's path, it was bad enough that some of the population were turned into spider, now there's a really big one causing so much damage.

"Patch me through to Stark." Nick Fury is waiting until he got in touch with Iron Man, he finally got through. "STARK! Care to explain what the hell is going down there?!"

"Can't talk right now, we got a huge problem." Iron Man said.

"I know, I'm watching it right now on live TV, I thought you and Spider-Man were suppose to fix the situation, not to turn it into some kind of Godzilla-King Kong level threat!" Nick Fury isn't pleased.

"Relax Fury, we have a solution, Spider-Man is on his way to Avengers Tower to deploy the cure, once the entire population has turned back to normal, the creature will lose her strength, it'll be our chance to take her down for good." Iron Man explained the plan.

"I hope so, cause if I see this, then the whole country has too along with the government, if you don't stop this soon, they'll take drastic measures to end it." Nick Fury said.

"Spider-Man will save us all, we just need to buy him some time." Iron Man said.

"Do you really think you can stop this spider, Stark?" Nick Fury said.

"No, but we might be able to slow it down though." Iron Man said.

(New York City)

Back in the city, Spider-Man is swinging halfway to Avengers Tower moving as fast as he can, but Spider-Queen is still in pursuit and moving fast despite her huge stature, she's about to blast the hero away with her sonic scream, but coming down in the air is Thor smashing Mjolnir down on her head, making her fall down on the ground, Spider-Man is still swinging as he could see the Avengers are doing their best to hold her back, giving him the time to reach the tower as soon as possible, Spider-Queen is getting back up as she's staying focused on stopping Spider-Man, she's attempting to crawl but a red aura has engulfed her, immobilizing her from moving forward, Scarlet Witch is nearby with Spider-Woman on the ground using all her powers to keep her from moving, but it's putting strain on her, Captain Marvel came down next to Scarlet Witch.

"You've stopped her, good work." Spider-Womanl said.

"You better do something, she's too big and powerful, I don't know how long I can keep this up!" Scarlet Witch feeling the strain.

"Not to worry, I've brought back up." Captain Marvel opens up her fist to show a miniature Ant-Man. "Okay Lang, you're up."

Ant-Man jumps off Captain Marvel's palm and lands down on the ground. "Stand back ladies, I got this."

All of a sudden Spider-Queen uses all her strength to break free from the spell, Scarlet Witch got pushed back as she fell down but Spider-Woman caught her, Thor is unleashing more lightning to hold her back but the spider swings her leg and knocked the God of Thunder back hard, Spider-Queen is advancing forwards where some people are in her path, coming in at high speed is Quicksilver saving many people from being crushed and sped them away to safety, meanwhile Ant-Man in miniature form is riding a flying ant above the crawling behemoth causing wreckage in her pathway, he decided to take matters into his own hands.

"Okay Scott, you got this." Ant-Man feeling nervous before he jumps off the flying ant and falls down. "YOU GOT THIS!"

Ant-Man is falling down until he switched sizes in the air, he became Giant-Man and fell down for a drop kick upon Spider-Queen, stopping her advance, Spider-Queen pushed Giant-Man away as she's got an obstacle standing between her and Spider-Man who's got a head start.

"YOU'RE IN MY WAY!" Spider-Queen is angry.

"Sorry, can't let you go any further, you got a giant ant to deal with." Giant-Man said.

Spider-Queen then made her moves as she raised her legs up and attacks Giant-Man, but the hero got a hold of her legs and held her back, he then performed a knee strike upon her face, injuring her and staggering her back a bit, Thor is spinning Mjolnir around charging it up until he raised his hammer up and discharged lightning upon the giant spider, zapping her with so much voltage, Iron Man managed to catch up with his teammates to see that they've got her pinned down while Spider-Man has a head start.

"That's great, keep up the barrage!" Iron Man tells the Avengers.

Spider-Queen is being shocked with electricity as she can't focus, she's wasting too much time dealing with the Avengers while Spider-Man is closer to undoing everything she built, she then focus through the lightning and raised her head up, she unleashed a huge sonic scream all around the area as the screams shattered all the glass around the building, the Avengers are having their ears riddled with too much noise, even Thor is affected as he stopped zapping lightning upon Spider-Queen.

"ENOUGH OF THIS!" Spider-Queen screams out.

Spider-Queen then turns her attention to Giant-Man as she unleashed a sonic blast upon him, knocking him down, crashing his back against a building, causing more damage, he attempts to get himself back up but Spider-Queen fired more webbing out of her mouth and webbed up Giant-Man to the building for good measure, the giant hero is trapped unable to get himself out, Spider-Queen looks around to find all the Avengers are down for the count, she then proceeded towards Avengers Tower to stop Spider-Man from unleashing the cure. Ghost-Spider and Kid Arachnid finally caught up to find the Avengers down on the ground and Spider-Queen heading towards Spider-Man at the tower, he's in some serious trouble.

"Oh no, we're too late." Kid Arachnid said.

"Not yet we are, come on." Ghost-Spider said.

Ghost-Spider and Kid Arachnid swings on ahead going after Spider-Queen moving through the city heading towards the tower, they hope they can help Spider-Man with the plan to save the city, even at the expense of their powers, everything depends on it.

Later around 11:54 PM around Avengers Towers as Mary Jane and Jane Foster are watching live news on the holoscreen of the giant spider creature heading this way to where they are right now, they're more worried than ever before as trouble is heading their way, especially since Anya Corazon is still recovering from her injuries, coming up to the balcony is Spider-Man as Mary Jane rushed towards him and hugged him tight, she felt relieved that he's alright and well, he takes off his mask and still hugs her back.

"Thank god you're alright, Tiger." Mary Jane hugging Peter.

"Yeah, I'm okay MJ. How are you?" Peter asking.

"I'm doing fine so far, do you still have the cure?" Mary Jane asking.

"Yeah, I got it. Where's the Ganali Device?" Peter asking.

"It's all set up at the top and ready, just load the cure in and bam! The whole city is saved." Mary Jane said.

"Good, this should be a piece of cake." Peter said.

All of a sudden, everyone in the tower felt a huge vibration all around them and it's still continuing.

"What was that?" Peter said.

Jane Foster points towards the holoscreen. "Ah... think you better see this."

Peter and Gwen are watching live news on the holoscreen, Spider-Queen is at the bottom of Avengers Tower as she's climbing up towards the top, all that crawling is causing the vibration around the tower and she's making it halfway towards the top.

Peter sighed. "Great, another problem."

"Go, get the cure to the top, save everyone!" Mary Jane said.

"I will." Peter puts on the mask and becomes Spider-Man. "Go to the med-bay and stay there, I shouldn't be long."

Spider-Man is heading towards the balcony until he looks back at Mary Jane.

"Go get 'em, Tiger." Mary Jane gave some support.

Spider-Man gave her a thumbs up before he made it out of the balcony, she and Jane went back to the med-bay and stayed there, Spidey heads towards the top where the Ganali device is already set up, meanwhile Spider-Queen is climbing up the tower causing some damages, she spotted Spider-Man heading to the top, he's about to make preparations to deploy the cure and turn everyone back to normal, she opens up her mouth as she's ready to unleash her sonic scream upon Spider-Man, but all of a sudden a couple of web line attached themselves to the back of her head and got pulled hard, her sonic scream missed as Spider-Man looked down to see Ghost-Spider and Kid Arachnid are here and they've just saved his life.

"Spidey! Go, we'll hold her off!" Ghost-Spider said.

Spider-Man continues on with his mission almost reaching the top, Ghost-Spider and Kid Arachnid are doing their best to hold back Spider-Queen, trying to buy Spider-Man some more time to make the necessary preparations, Kid Arachnid then moved in closer to Spider-Queen's head as he got his hands on her hair, he then unleashed a mega venom blast, the Spider-Queen is screaming out in pain, Kid Arachnid managed to keep her pinned. Spider-Man reached the top of the tower where the Ganali device is already set up and ready to be deployed, he pulled out the vial from his belt, it's still intact and full of the Spider-Virus cure.

"Okay, let's hope this works." Spider-Man said to himself.

Spider-Man is loading the cure into the device as it's doing its work and loading other chemicals to replicate it's properties for it to be airborne for the whole city, it'll take some time, but the biggest worry is the barrier is still up and could present a problem for the whole operation, Spider-Man then resort to making contact with Nick Fury via earpiece.

"Fury, if you can hear me, I need you to lower the shields now." Spider-Man taps his earpiece.

"Are you mad? The situation isn't finished, I can't shut down containment procedure!" Nick Fury said.

"Fury, we got the cure into the device, we need open air in order to deploy it to the whole city, it's the only way to stop this threat... please Fury." Spider-Man pleading with Nick Fury.

Nick Fury sighed. "You better make this count, Spidey, for all our sakes."

"We just need faith this'll work... lowers the shields and move the Helicarrier away, we're going to need plenty of open space." Spider-Man said.

Spider-Man is still watching the device preparing for airborne deployment, meanwhile the Helicarrier above the city is shutting off it's shield emitter below it's belly, the shields all around Manhattan are being lowered, Spider-Man looks up to see the Helicarrier is moving away from the island, looks like Fury is following Spider-Man's lead, Spidey then looks at the device as it's almost ready to be launched very soon. Meanwhile the fight below is still on as Kid Arachnid is unleashing a mega venom blast to keep Spider-Queen at bay until he eventually stopped and exhausted himself, Spider-Queen then took the opportunity to strike back, she then shakes her head head trying to get Kid Arachnid off her head, he tries his best to hold on but he's still pretty weak from the massive power usage he went through, he then lost conscious and was forced to let go, he fell off Spider-Queen and is falling down from high up, Ghost-Spider sees that he's in trouble.

"KID ARACHNID!" Ghost-Spider yells out.

Ghost-Spider jumps down and falls down after Kid Arachnid still falling unable to stop himself, Ghost-Spider is doing her best to speed up her descend down hoping to catch her friend before it's too late, she's getting closer and managed to get a hold of her friend and swings themselves back to the tower as they crashed through the window, made it inside alive and well, Spider-Man is relieved that they're both alright, but now he's got Spider-Queen to worry about, she's finally free and on the move as she's climbing up to the top, Spidey then turns to the device as it's finally ready to be deployed.

"Finally, time to cure the city!" Spider-Man said.

"NOOOO!" Spider-Queen yells out.

Spider-Man is about to press the button to deploy the cure upon the city, but he was too late as Spider-Queen managed to get a hold of him, Spidey is trapped cling and hold between her spider legs as she pulled him in closer to her face, he's unable to break free with all his strength, he's completely powerless in her grip.

"YOU HAD THE HONOR OF BEING SOMETHING MUCH MORE, I WOULD'VE GIVEN YOU EVERYTHING, AN ENTIRE CITY, A WHOLE WORLD TO RULE AS THE SPIDER-KING AND YOU THREW IT ALL AWAY FOR THESE PEOPLE WHO TREATED YOU LIKE AN OUTCAST, A MENACE, NOW YOU'RE GOING TO DIE BEING NOTHING." Spider-Queen said.

"At least I chose to fight doing what I believe is right." Spider-Man said.

Spider-Queen move Spider-Man close to her mouth as she's opening it up ready to unleash her sonic scream to kill him once and for all, Spider-Man is unable to do anything but wait for the inevitable, he's about to be killed off until Spider-Queen felt a shocked to her whole body as someone is causing her harm, Spider-Man could see something is happening right now, he recognizes this as a venom blast, but who is doing this. On Spider-Queen's back is Spider-Woman who is causing this venom blast to the supervillain, Spidey finally sees an allies coming to his rescue.

"This is for my father!" Spider-Woman unleashing venom blast until she turns to Spider-Man trapped. "Now Spidey, this is your chance, GO!"

While Spider-Queen is being zapped by Spider-Woman, Spider-Man is using every ounce of his strength he's got left and bursted himself out of Spider-Queen's grip and fell down until his Advanced Suit activates it's hidden function, it deployed long spider legs from his back and clings to the windows stopping his fall, Spider-Man is surprised to see his suit can do the same thing his Iron Spider Armor could do.

Spider-Man felt happy. "Thank you Janet, I love this suit."

Spider-Man is climbing back up to the top while Spider-Woman is keeping Spider-Queen at bay with her venom blast, but even the female hero has her limits as she exhausted herself of her venom energy, Spider-Queen finally regained focus and shakes off Spider-Woman from her back as she spotted Spidey heading towards the device again, she's moving herself forward attempting to stop the hero before it's too late, Spider-Man has reached the top of the tower again and rushed towards the device while Spider-Queen is closing in to stop him, he knows of the ultimate risk he's about to take for himself and his spider friends, but it has to be done.

"Here goes nothing!" Spider-Man is about to hit the button.

"NOOOO!" Spider-Queen screams in fear.

Spider-Man finally hit the button and the Ganali device fired up a projectile up towards the sky as Spider-Queen was too late to stop him, Spidey watched to see it finally reached the skies and dispersed the entire cure for the whole city, a lot of blue particles are raining down all around the island, all the blue stuff is the cure for everyone who has been infected by the Spider-Virus. Far from the tower back in Central Park, a lot of Man-Spiders are unconscious from lack of energy due to all the power Spider-Queen took for herself, they've eventually came into contact with the cure as their bodies are starting to change back to normal, a lot of people including animals infected with the Spider-Virus and changed into spiders are turning back to their original state, being completely cured of their spider powers, people are starting to wake up and find themselves naked in Central Park to find out that they're back to their old selves again, among them is J Jonah Jameson as he's lying on the ground being licked in the face by Ms. Lion who is also normal.

Back at Avengers Towers, Spider-Queen is feeling her strength withering away, she's growing weaker as everyone is being cured of their spider powers and all the strength she drew from them are fading away, Spider-Man could see the cure is all around in the air, but he hasn't felt anything upon exposure, even Spider-Woman, Ghost-Spider, and Kid Arachnid are exposed to the cure, but nothing is happening to any of them, they didn't feel any change in the physiologies. Spider-Queen couldn't sense any of her subjects as they're all cure and back to human, she lost everything, she grew mad at Spider-Man for taking everything away from her.

"YOU!" Spider-Queen got very angry.

Spider-Queen is still large and still has enough strength to kill Spider-Man for undoing everything she's done to the city and it's people, Spidey jumps away trying to avoid her attacks as she's very determined to kill him for what he has done, she lost her kingdom cause of him, Spider-Man kept on dodging her as even he knows he's not powerful enough to take her on. Coming in flying to the tower at high speed is Captain Marvel all charged with photon energy, Spider-Queen eventually got Spider-Man in her sights as she's about to unleash a sonic scream to kill him right there, but Captain Marvel flew through and pierced out of Spider-Queen's body, the giant spider felt pain in that moment as she can't do anything else, Spider-Man sees that Spider-Queen has been hit in the heart by Captain Marvel, Spider-Queen unable to do anything suddenly falls off the tower and falls down towards the ground until she created an impact on the ground causing a shockwave all around the area.

Spider-Man then steps towards the ledge to see Spider-Queen finally down on the ground in a crater she created, he decided to jump down for a close look, Ghost-Spider and Kid Arachnid took a peek out of the floor they're on to see Spider-Queen has been defeated, Spider-Man finally made it down to the ground as he see Spider-Queen undergoing a change, she's transforming back from her spider form back to her human form without any clothes on. Spider-Man took one of the flags that was waving around the tower as he went closer and covered up Ana Soria lacking clothes, she's still alive but dying, she looks upon Spider-Man without bearing any hatred for him in that moment, just the fear of knowing that she's about to die, Spider-Man took off his mask and got a hold of Ana Soria dying.

"Why?" Ana Soria is confused.

"Because it's the right thing to do, because everyone deserves to live their lives in freedom with choices, something you tried to take away from them, that's what makes life worth living for." Peter telling Ana Soria.

Ana Soria tearing up. "I'm... so sorry for everything, I just wanted to be like everyone else, I never got that."

"I'm sorry for what you've had to live through, Ana, I truly am, maybe if people didn't judge you for who you are and what you could do, they'd come to accept you rather than fear you." Peter giving sympathy to Ana.

"I envy you, Peter Parker, even though you were judged to be a menace by everyone, you managed to find the strength to keep on fighting for them, they came to accept you." Ana Soria said.

"It wasn't easy doing what's right even if everyone hated me for it, it was well worth it." Peter said.

"Stay true to who you are, Peter, cause you truly are the Spider-King... I'm glad to have met you..." Ana Soria eventually passed away in that moment.

Peter then took the opportunity to close her eyelids. "Rest In Peace, Ana."

Peter puts his mask back on and got a hold of Ana Soria's body, Ghost-Spider and Kid Arachnid came down to the ground, Spider-Woman flew down and landed, the rest of the Avengers eventually gather around outside the tower to see Spider-Man coming out of the crater carrying Ana's body, he showed respect and compassion to someone who was his enemy, despite all the things she had done, he granted her some measure of peace before she died, he carried her back to the tower as he figures out what to do with it, how to put her body to rest.

The day is August 30th, time is 9 AM, four days have passed since the whole Spider-Island incident has ended, people all around Manhattan are adjusting to getting back to their lives after most of them had to endure being spiders for a time until they've been completely cured of this Spider-Virus, some parts of the city are undergoing millions of dollars repairing damages as Damage Control is doing the work to get thing back to the way it was, meanwhile far out in the park in the Battery, Peter Parker is with Gwen, Miles, Ganke, May, and Mary Jane wearing black, Peter is carrying an urn contain the cremated remains of Ana Soria, the group is getting a good view of the bay.

"This is a good view, why are we here?" Miles is curious.

"After learning her name, I found her diary and read it, every now and then when she was a child, she would come here to get a good look at the water, all the seagull flocking around, figured this must have some meaning to her." Peter told the group.

"What about her family? Her parents?" Mary Jane asking.

"They're all gone, she's has no one left, the least we can do is grant her this moment, say goodbye." Peter said.

"That's very kind of you, showing compassion to someone who's done some harm." Gwen envy Peter's kindness.

Peter is opening up the urn and hold it up. "Be at Peace, Ana."

Peter then scattered Ana's ashes out, the winds blowing them away across the water as the group watched and said their goodbyes to Adriana "Ana" Soria, she can finally be a peace at long last.

Later around 12:34 PM at the apartment in Lower East Side, Peter, Gwen, and Mary Jane are all gathered her after they've finished scattering Ana's ashes out to the sea and parted ways with May, Miles, and Ganke, the apartment building is back to it's original state after all the ruckus that the spider Mary Jane used to be caused before, Peter and Gwen are curious as to Mary Jane's situation given everything that has happened since that incident four days ago.

"How are you feeling, MJ?" Peter asking.

"I'm doing fine, considering that I was turned into a spider, I'm back to my old self again. What about you two? Still have your powers?" Mary Jane said.

"Yes, I guess the cure only affects those carrying the Spider-Virus, completely curing them of everything including their powers, we should consider ourselves lucky we didn't have viruses in our systems." Gwen said.

"I have to admit, even though I was transformed into a spider, having those powers for a time, gave me a taste of what it's like to be in your shoes, seeing things in your own way." Mary Jane said.

"Do you miss it? Being Spinneret?" Peter is curious.

"Sometimes, but I love being who I am, a young woman with an aspiration for acting." Mary Jane said.

"So what's next for Mary Jane Watson?" Peter is curious.

"Still job hunting, not to mention that I still don't have a place to stay around here, guess I'll have to stick to living with my Aunt Anna for a while." Mary Jane said.

"Actually me and Pete we're just talking yesterday, since we're only sleeping in one bedroom, that leave the other bedroom unoccupied, if you want you can stay here, it's yours." Gwen offered a place for Mary Jane here.

Mary Jane smiled. "Really? Are you both okay with that?"

"Sure, I meanif you're still comfortable staying with your aunt and making back and fort trips to the city, then..." Peter said.

"No, no, this will do, thank you both, by the way, do you mind if I bring Ms. Lion?" Mary Jane smiled.

"No, not at all, I'm actually glad, I could keep him back then, it be nice to have a dog around again." Peter is okay with Ms. Lion.

"Then it's a deal, thank you both." Mary Jane said.

"Then start packing today, cause tomorrow you move in." Gwen smiled.

Mary Jane hugged Peter and Gwen as they gave her and Ms. Lion a place to stay in the city, she then left the apartment heading back home to start packing for her move here tomorrow, leaving Peter and Gwen all alone in the apartment.

"I have to admit, it'll be nice having MJ around, Ms. Lion too, though this means we'll hardly be alone anymore." Peter said.

Gwen smiled as she flirts. "Then we better make the most of it while we still can."

Peter looks back at Gwen with a smile. "What do you have in mind?"

"I could use a shower..." Gwen is walking to the bathroom until she looks back with a seductive look. "... you're joining."

Peter smiled as he followed Gwen into the bathroom and closed the door behind them, they giggled and laughed about to engage in their moment of intimacy while they still have it.

Later around 4:49 PM in Washington Heights at the apartment of the Corazon, Anya is in her bedroom checking herself in the mirror and pulling up her shirt, she sees that the knife wound is completely gone, so far she hasn't told her father anything about what happened to with the incident involving being injured by a mobster and almost being killed, she pulled back down her shirt as she's still processing everything that's happened to her, all of a sudden she heard a tap on her window as she looks to see Spider-Man here, he's pointing up to the roof before he went up.

Spider-Man is waiting at the rooftop for Anya to come, the rooftop access opens and she came to the top to meet up with her hero who saved her life from certain death, thanks to him she got to live again, Spidey sees her coming his way and could tell that she's doing alright, he wanted to check up on her to make sure that's back to normal with everything that has happened since four days ago.

"Never thought I'd see you again this soon, Spidey." Anya said.

"I just came by to see how you are doing." Spider-Man said.

"I'm doing alright, I'm alive in the world thanks to you. How are your friends?" Anya smile.

"Well, Spider-Woman was able to find her father again, alive and well, Black Widow is back to being her old self, everyone is recovering from the events of Spider-Island, seems like life is back to normal for everyone, including you." Spider-Man said.

"Yeah, back to normal... Thank you for what you did for me, offering your life for mines." Anya said.

"I kinda owed you one, you risked yourself for me, it was foolish of you, but it was very brave, thank you Anya." Spider-Man gave his gratitude.

"Just returning the favor, consider us even." Anya smile.

"So what's next for Anya Corazon?" Spider-Man said.

"School start next week, thanks to you I'll get to live long enough for my sophomore year at Brooklyn Visions Academy, life goes on." Anya said.

"That's good to know, your story is still being written." Spider-Man said.

Anya and Spider-Man are having a good chat until they heard sirens from a distance, meaning trouble is nearby that requires Spidey's help.

Spider-Man sighed. "Duty calls, Anya."

Anya smiled. "Go, be the hero everyone needs."

"Will do, enjoy your normal life, Anya." Spider-Man said.

Spider-Man jumps off the rooftop and swings away from the apartment building as Anya watched her hero heading into danger, even though she's back to living her life again, she's never be normal, she hasn't told Spidey the whole truth. Anya stood up to the ledge of the building and looking down to see the people going on with their lives, she takes a deep breath as she then jumps off the ledge, she falls down until she aims her wrists and fires off organic webbing, she's swinging around the neighborhood as people on the ground could see someone swinging like Spider-Man, Anya cheered swinging around, even though she was cured off the Spider-Virus, she's still has her spider powers, Anya's story is far from over, it's just begun.

Note: Please write comments or reviews about this chapter and tell what you like about it, thank you and enjoy reading the story.