It seems that overnight, Peter Parker's worst fear had come true. The entire city of San Fransokyo somehow overnight has gained spider powers. And if his lucid dreaming was any indication, Jackal might have actually wanted this to happen.

"No one is sure what caused this outbreak, but recent data suggests that nearly 90% of all San Fransokyo appears to have acquired spider powers." The news commented, showing footage of a dozen people swinging through the city. While at the same time, others were sitting on the top of streetcars. "And are the residents upset? According to our sources, most people are thrilled."

Peter rolled his eyes as he turned off the news from his phone. He was currently sitting on the side of a building, watching as people were swinging around the city.

"So, yesterday, there were two people with spider powers. And the second person just so happens to be my girlfriend, GoGo," Peter commented with a sigh. "And now just a few hours later, 1.5 million people have powers."

Just then, a man with a briefcase came down and smacked Peter in the head. "Hey!"

"Watch it, Spider!" The man said, crawling inside of the window. "People work here."

"A city full of amateur Spider-Men and Women." Peter sighed as he got up, needing to swing back to SFIT, working on something to fix this disease. "At least I know Tadashi hasn't been infected. Or Teresa."

As he made his way to SFIT, he was sorry to watch as many of the students also had spider powers. Walking through the school, he tries to give the impression that he's not infected yet. Last night, after learning that GoGo had powers, they talked and she explained that Spider-Man inspired her to use her powers. Peter assured her it was okay, not knowing he was holding back a cluster of guilt in the process.

She was so...open to him about her powers. He always kept them a secret from the ones closest to keep them safe. But also to make sure they don't see him as a freak. Maybe it was her uncaring personality, but GoGo was just able to show him.

Should he tell her? That he's Spider-Man?

"Hey," GoGo called, getting Peter's attention as she walked up to him. "You okay?"

"Yeah, just...everything's gone insane," Peter said as he gestured to the people who were showing off their powers. "Everyone's gone insane."

"Yeah, at least with me, I used this great power to do something. Not take some stupid selfies." GoGo agreed with Peter.

Peter blushed a little, thinking of the photos for the Bugle. "Yeah, that's stupid." They then reach the doors to their labs. "But now we're here. Where nothing is different."

But that was immediately crushed when they opened the doors. Wasabi was running around, freaking out as he had a toolbox attached to his right hand, and his left hand has a wrench stuck to his palm. The oddest thing was that he was wearing latex gloves over his hands.

"How is this possible?!" Wasabi cried as he started tripping over himself. Even to the point, he has a few objects attached to his shoes. "How do these work through shoes and gloves?!"

"This is so amazing!" Honey Lemon cried as she was currently literally bouncing off the walls, mixing chemicals in her hands. "I had no idea having these powers would be so much fun!"

"Yeah! What have I been telling you guys?" Fred asked, who was currently sticking to the ceiling, hanging from a web hammock. "This is epic!"

"Or they're all affected, too," GoGo commented, looking to Peter. "You sure you're not showing powers?"

"Trust me, I'm not affected," Peter promises her. "I'm gonna go check on Tadashi. Talk later?"

"Talk later," GoGo confirmed and went to her labs.

Peter made it to Tadashi's labs, noticing that Baymax was now activated, Tadashi running final scans on him. Walking over to a desk, he slammed his face against it.

"Long day?" Tadashi asked him, looking over at his friend.

"It's not even 9, and I'm ready to quit." Peter muffled through the desk. "The whole city is filled with Spider-People, and...I'm powerless. GoGo is Shadow Spider, Connors is a giant lizard, and some woman from another universe came to kill me, as well as a former classmate. I'm not having a good week."

"Yeah." Tadashi had to agree this was a bad week for his friend. "But how'd it go with GoGo? You know, keeping Spider-Man a secret?"

"I've actually been thinking about that." Peter sighed as he sat up and rubbed his hands.

"Your heart has increased, and the rubbing of your palms indicates that you are...scared." Baymax noticed.

"Well, I kinda am," Peter admitted to the robot. "I'm thinking about telling GoGo who I am."

Tadashi turned so fast that his head smacked against the lamp. "Ow."

"On a scale of 1-10, how would you rate your pain?" Baymax asked Tadashi.

"I'm fine," Tadashi promises Baymax as he looked at Peter. "Really? You wanna tell her?"

"Yeah, after we get this Spider-Island situation under control," Peter said as he looked out at the people swinging around. "I wanna tell her that I'm Spider-Man."

"Wow." Tadashi never thought he would confess that. "You sure about this?"

"She made a good point last night," Peter told him, those words echoing through his head.

"This is a pretty big thing, and we are in a relationship. I figured you'd be freaked out but deserved a right to know."

"She deserves to know the kind of relationship she'll be in for," Peter tells him. "And if I tell her, then I don't need to lie when I go out to stop a criminal or supervillain."

"That is a wise decision," Baymax informed Peter, getting their attention. "Relationships that are built on lies will usually end in catastrophe."

Peter looked to Tadashi for an explanation. "Did you program him with some therapy sessions or something?"

"Actually, yeah," Tadashi admitted but did have a good reason for it. "He can consul any patient about their injuries or how they're caused."

Peter had to admit it was a good point. "Okay, but can we shut him down? The guy listening in on the conversation is a little weird."

"I cannot deactivate until you say you are satisfied with your care," Baymax informs Peter.

"Then I am satisfied with my care," Peter repeated the words, causing Baymax to walk over to his charging station and shuts down. "But he does have a point. I feel sick lying to GoGo now we're together."

"Then I say go for it," Tadashi said, bumping Peter on the shoulder. "If you love her, then tell her everything. Show her how much you trust and care for her."

"Okay, I was expecting a little more pushback," Peter admitted but realizes that would be more of Fred's thing. Talking about how heroes have secret identities for reasons, etc. "But right now, we gotta deal with Jackal. Something tells me this is exactly what he wanted. Somehow, he managed to unleash my DNA to the public, so there has to be some way to fix it."

"I'll try and come up with something, but I might need a sample of your blood," Tadashi asked of Peter, taking a needle. "I'm gonna take it to someone."

"Sure." Peter guessed. His DNA is what got them into this mess, maybe it could be the thing that gets them out. "I gotta get back out there, deal with all these people."

"Sure." Tadashi understood his feeling. Finishing up with the sample, Peer then walked over to the window. "Good luck."

"I'm gonna need it," Peter muttered as he leaped out of the window and started swinging. He didn't even bother changing until he got a distance away from the labs.


"This city just keeps getting stranger," Yuri commented, poking her palm, getting used to the stickiness. "But things can't get any worse after this."

Almost as if those words were a form of beckoning, a sudden burst of screams got her attention. People we're running in terror or swinging in fear.

Running down the corner, she was shocked at what she saw and immediately called for backup.

From the one and only.


Back with Peter, he finally got changed into his Spider-Man suit. Swinging through the city, he was looking for anyone who is having trouble through the city.

Hearing screams, he looked and saw someone falling from the sky, immediately he leaped into action.

"Hang on, I got ya!" Peter said as he went in to catch her. "Just hold-"

Just then, a web net was created and caught her. Landing in the net himself, Peter looked and saw it was GoGo who saved her.

"Hey. Heard the screaming, came to check it out." GoGo explained why she was there. "Didn't mean to step on you."

"Is that a bug pun?" Peter asked her, helping the girl down to the ground. "Because even I'm above that."

"How are you holding up?" GoGo asked him. "With all of these Spider-People?"

"Honestly? I feel like this is the beginning of something bigger." Peter admits to her. "First you, then those criminals, now the whole city? Jackal did something, but I dint know what he wants with a city of spiders."

"Well, look on the bright side, with everyone, including the police, having these powers, catching criminals will be a breeze."

Then his phone went off and he saw it was Yuri. "Sorry, gotta take this." He then turned away to take the call. "Hey, what's up?"

"Problem downtown! Need backup!" Yuri called franticly.

Peter never heard her so terrified and knew it was something serious. "Hang on. I'm on my way."

"What's going on?" GoGo asked as he hung up.

"I don't know, but it's something big," Peter said as he took off swinging, GoGo deciding to go change into her civilian clothes.


Peter swung as fast as he could, just in time to tackle Yuri before a car could crush her.

"Thanks. Not good with these reflexes." Yuri commented as she looked at Peter. "Hope you've brought your A-game."

"I'm ready. Who is it? Rhino? Jackal? Sandman?" Peter asked, leaping over the car and was now faced with a swarm of Spider-Men coming at him. "Me?!"


Tadashi made his way through the school, things being a bit difficult. Due to all of the spider-people, getting to his location was extremely hard. But he knew that he needed to get there, to find out if there was a cure for these spider-people.

When he made it to the bio-engineering lab, he started to look around for who he was searching for. "Karmi, you here?"

"This is so weird!" Karmi cried, getting Tadashi's attention to the ceiling, which the young girl was sticking to. "How does Spider-Man live like this?! How does it look so easy to everyone else?"

"I think people just get used to it." Tadashi shrugged, unsure how they work as he doesn't have powers. "But just relax your mind. Don't think about it too much."

"Huh, haven't tried to do that," Karmi admitted and decided to give it a try. The moment she did, she fell from the ceiling and hit the floor. "Ow."

"You good?" Tadashi asked, helping her stand back up.

"Yeah, I'm good," Karmi promises as she wiped the dust off. "So, what brings you down here?"

"Well, I think you've noticed there's an army of spider-people out there," Tadashi informed Karmi, realizing she must already know about it.

"Yeah, I'm one of those people," Karmi admitted, walking to her desk. When she got there, she looked at a microscope that held a sample of her blood. "I immediately started looking for a cure, but something isn't cracking. I need a sample from the source. If I could get my hands on the original-"

"Spider-Man blood?" Tadashi asked, holding out the vial of blood to her.

"What?" Karmi asked, looking at the sample. "How did you...?"

"The original came by...he said since Warren came from here, someone might be able to come up with a form of...anti-Spider-Man?" Tadashi tried his best to lie for his friend.

"A Spider-Cure?" Karmi decided to go with a name.

"That works." Tadashi shrugged. "He thought someone here might be able to make one, gave it to me to find someone."

"And you took it to me since I'm bioengineering." Karmi understands and put it under a microscope. "I'll need some time to look it over, but I'll find you when I get something."

"Sounds good," Tadashi said as he walked to let her work.

Karmi picked up one of the vials to take a sample when her powers caused her to stick to it. Grunting in anger, she tried to free it, only ending up tossing it into the wall.

"Ugh! This is gonna take longer than I thought." Karmi muttered in anger.


Back with Peter, he was stuck trying to fight off the army of Spider-Men that kept coming at him. But even with the police, who also had a handle on their Spider-powers, were having problems with the others.

"Where the heck did all of these guys come from?!" Peter asked, leaping to spin and kick one of the spiders into a wall, followed by him webbing them.

"Who the heck even are you?" Yuri asked, ripping off his mask. Then she saw a man with a buzz cut, followed by a scorpion tattoo on his neck. "Mac Gargan?"

"Didn't I bust your backside years ago for illegal weapons trafficking?" Peter asked, recognizing his face. Then he looked over at the other spiders and Yuri. "Did you have a breakout of prison today?"

"Last night, a bunch of inmates escaped," Yuri confirmed, looking at them all. Then it seems she understood what he was saying and was shocked. "You think...?"

"We're all your inmates!" One of them confirmed as he leaped in to take Peter down.

But he was inexperienced and easily taken down when Peter was then ambushed by a dozen others. Due to their similar powers, all of these Spider-People were able to hide from his Spider Senses. This made it harder for Peter to fight back, as he would usually rely on his senses to help.

When they started to surround him, Yuri noticed and pulled her gun out. Trying to shoot them off of Spider-Man was more difficult than she could have imagined. Especially when she has Spider-Men on her, trying to stop her from helping him.

"There's too many of them!" One of the officers cried in panic.

"We need help!" Another officer cried.

Just then, a flying projectile came in and smacked several of the Spider-Men down, getting them to turn and look where it came from. When they got a closer look at the projectile, it turned out to be nonother than the shield of one Captain America.

The First Avenger.

He caught the shield before holding its edge to smack one of the Spider-Men in the face and throwing it down. "Avengers, assemble!"

That seemed to send them to shock when they saw a man flying in through the skies, revealing to be Iron Man as he came in and blasted the Spider-Men surrounding Peter. When he finished taking down the fake men, he landed and held a hand for Peter to take.

"You okay, kid?" Tony Stark as he helped him stand up.

"Uh...yeah, I'm okay," Peter said, looking shocked as he looked at the Invincible Iron Man. "Oh, god, you're the Avengers. What are you doing here?"

"Your friend gave us a call," Steve said, gesturing behind them as they saw something rampaging through the streets.

The Incredible Hulk came rampaging, smashing all of the cars as he rampaged into the Spider-Men. Roaring out at them, he grabbed two of them and slammed them into one another. Followed by them, Wanda flew down and tossed several cars at them all before she turned to him.

"Hey, Spider-Man." Wanda greeted him. "Saw you were in trouble, asked the Avengers to help out."

"How many showed up?" Peter was curious to know.

"Seven," Wanda said as several arrows and bullets came flying in and embedded into the Spiders.

A hammer then came flying and smacked several of them down. Thor came flying and slammed his hammer on the ground, as well as Black Widow and Hawkeye.

"What can I say? Always wanted a crack at taking down Spiders." Clint admitted.

"Yeah, but even with the eight of us, we're gonna need help!" Natasha said as she shot a few of them down.

"Luckily, we have backup!" GoGo cried as she swung in and landed beside them. "You called?"

"No offense lady, but we're gonna need more than you to help us take these guys down." Tony was sorry to say as he blasted another spider.

"Oh, I wasn't referring to myself," GoGo said as she pointed behind them.

Looking to where she was looking just as several webs came in and tackled the Spider-Men. What surprised them most was the fact they weren't soldiers, police, or anything. They were people.

Regular people saw the streets in chaos and came to help their friendly neighborhood hero take them down.

"You mess with one Spider; you mess with all of us!" A bystander proclaimed as she webbed one of the Spider-Men up.

"Whoa." Clint didn't even know what to say, shooting another arrow at one trying to sneak up on him.

"Yeah." Natasha had to admit it was quite the sight.

As another one came up to Peter, one of the bystanders came in and landed on him. "Uh...thanks?"

"Spider-Man, you probably don't remember me, but you saved my daughter from a speeding car." He informed the hero.

Another then came and webbed a Spider-Men member to throw him into the wall. "You saved me from a burning building."

"You helped all of us, Spider-Man," GoGo informed him, having suspicions about who's under the mask, but will worry about that later. "Time for the city to return the favor."

"Well then...I guess all I have to say is..." Peter didn't know what else to say but one thing to take down the Spider-Men. "Spider-Island, assemble!"

Steve then caught his shield and turned to him. "Uh..."

"Let the kid have the moment." Natasha stopped him from informing Spider-Man that's his line. "Seems he inspired the city."

"The kid's a good hero." Tony had to admit as he created a smokescreen for them to use.

Wanda used her powers to rise some of the spiders as Yuri came swinging in and webbed them both up. Shooting a web to then yank them into one another, knocking them out.

Hulk just kept punching and smacking all of them as Thor summoned thunder to zap many of them in seconds. "Have at thee!"

"This is the coolest moment of my life!" Peter admitted as he came in and used GoGo as a projectile to knock out the last of the Spider-Men.


"This clean-up is gonna take some time," Yuri commented after the last of the Spider-Men were taken away in SWAT vehicles. "These guys can escape any cell that we put them in, so we need to find a way to get rid of these powers."

"That's actually why we were here," Steve admitted as he looked at Wanda. "Scarlet?"

"I had a vision," Wanda admitted as she looked at Peter. "I saw you, Spider-Man. Standing over a city of Man-Spiders."

"You mean Spider-Men?" Peter clarified with her.

"No. People turning into giant spiders." Wanda informed him in worry. "I think that this disease is only Phase 1."

Peter then remembered the aulacid dream he had when Scorpia injected him with venom. Then he remembered who the first person was to be infected. "I need to look into something!"

Before anyone could ask what it was that he was doing, the hero jumped and started to swing away to find GoGo. It wasn't hard to find her, as she only started walking away when he found her.

"What's up?" GoGo asked him.

Peter sighed as he slid down the wall and landed in the alley and saw she was okay. "Nothing." He then walked over and held a hand for her to shake. "I just wanted to thank you for helping me."

GoGo couldn't believe what she was being told and smiled. "No worries. You saved my life; I returned the favor."

Peter nodded, wondering if it was time that she finally knew. "Listen...there's something you should know."

GoGo then felt a twinge in her stomach and groaned in pain. But then she tried to hide it as she looked at Peter. "What's that?"

"I was worried about telling you as I didn't know how this would change things..." Peter was going to do it. He was going to tell her. "The truth is-"

But then he was interrupted when he watched GoGo fall to her knees and hold her stomach.

"You okay?" Peter asked as he walked over to her and placed a hand on her head, feeling her temperature.

"Something's happening..." GoGo groaned out as she cried in pain.

"What?" Peter asked when he watched several spider limbs rip out of her back and suit, followed by GoGo starting to slowly transform. Backing away in fear, Peter watched as the woman that he loved turned into a giant spider.

When her body finally finished transforming, without the clothes, you could never tell that this was once GoGo. She was nothing now but a monster with only one thing on its mind: Devour.

When she turned to face Peter, she leaped out to attack the man that she loved. Peter however had no idea how he was supposed to fight her when a giant spider mech showed up in between them.

"Hey!" The unmistakable voice of Peter's sister called from the robot. "Hands off my brother!"

"Peni?" Peter asked, shocked she knew his identity in his suit.

The SP//DR shot out a giant web net that wrapped GoGo up, causing her to shriek and try to break out. The robot then turned to face Spider-Man and offered a friendly wave.

"Hi, Pete!" Peni greeted as the robot opened, showing herself off. "Have I introduced you to my friend, SP?"

Peter took off his mask, feeling he'd need to discard the suit for a while. Not to mention it was pretty useless as of now. "You named the robot?"

"What?" Peni asked with a scoff. "No. Of course not. The robot's named SP//DR." She then gestured to a small canister as the spider showed itself. "SP is the Spider in the robot."

Peter was ready to explode on the fact his sister was risking her life on the frontlines. But before he could, he heard what sounded like calls of terror and pain down the street. Working fast, Peni closed the robot up and ran down the street, followed by Peter.

When they reached the end of the line, they saw that the disease didn't stop at just GoGo. The whole city started with the people close to GoGo, then spread off to the other people who were affected later.

Wanda was right.

Now it wasn't an island of Spider-Men.

It was an island of Man-Spider's.


(A/N) The Avengers will have a bigger role in the next chapter, don't worry.