While Peter and Peni were both dealing with a city of Man-Spiders coming out of the woodwork, Teresa had made it to school with quite the dilemma. She knew Spider-Man's identity. She knew who he was under the mask. And who he was, was her brother.

"Hey, Honey, can we talk?" Teresa asked, watching as her friend stuck to the ceiling.

"Sure, what's up?" Honey asked as she was using her Spider powers to hold three beakers at once.

"I have a question for you," Teresa said, knowing that she needed to talk to someone. "If you know someone has a secret, but you do not know the full story of that secret, what do you do?"

Honey Lemon took a moment to try and absorb that question. "Wait, could you repeat that?"

Teresa saw that question was hard to follow and tried to simplify it. "I learned something about someone close to me." Honey wasn't facing Teresa, so she didn't notice the look of shock on her face and worry. "And I don't know what to think about it."

"It's not what you think!" Honey freaked out as she spun to face her friend. "It's just a hobby! I wouldn't even call it that! It's more of a..." She couldn't think of what to say and grabbed Teresa by the shoulders. "DON'T TELL ANYONE!"

Teresa looked scared and confused at her friend, with no idea what to say. "What are you talking about?"

Honey then saw that she was talking about something else, rather than what she was thinking of. "Uh..." She then let go of her friend and dusted her off. "What are you talking about?"

"I was talking about something else," Teresa commented, wondering what Honey was keeping from her. Honey rarely keeps secrets from her friend. Trust her, Honey has a very chatty mouth. "But now I'm wondering about what you were talking about."

"Not important," Honey said, placing her elbow on the table. "So, you were saying something?"

Teresa decided to let that go, for now, knowing she needed some actual advice right now. "I was referring to Peter. I learned something about him. Something that changes everything. I just don't really know what to think about it."

"Is it something illegal?" Honey asks.

"Not really." Teresa shrugged, feeling he is more of a hero than a criminal.

"Is there a good reason for him to be keeping a secret?" Honey asked her.

"I guess." Teresa had to see there was a reason for him to keep it a secret.

"Then why not just let him know you know?" Honey asked her. "It might be better for everyone."

Teresa saw that might be better for everyone. But to tell him she knows he's Spider-Man, she would also need to tell him she's Red Wing.

But where's the harm in that?

But then when they heard Fred grunting, it put their conversation on pause.

"Fred, you okay?" Wasabi asked as he walked over to him.

"Yeah, might've just eaten too many noodle burgers," Fred said as he grunted and fell over.

"Oh, god!" Teresa cried as they all ran over to him. "Fred?"

But then they watched as several arms ripped through Fred's costume. That caused all of them to jump back in shock and horror, watching how his entire body transformed into a Man-Spider. Yet it didn't stop there. It went on to all the rest of them, too. Every single one of them watched as parts of their body slowly started to transform into Man-Spiders.


With Tadashi, he was looking at everything he could that Peter found in the river for a possible backup for a cure. But with all this information, all he saw was that the virus came in through the water supply. That's why it took so long. Instead of becoming airborne, it was slowly poisoning people. But that still didn't answer one question.

"How come I'm one of the few people in the city to not get powers?" Tadashi was curious to know.

"Perhaps it has to do with Peter Parker's radiation." Baymax, who had recently been activated, gave his thoughts.

"Radiation?" Tadashi asked as he turned back to Baymax. "What are you talking about?"

Baymax then showed off Peter's results after his scan, showing that there was a small glow around Peter. "Peter Parker gives off a small trace of radiation that counteracts the Spider Serum inside of you."

"You are saying Peter actually is a cure? And that's why I haven't been showing powers?" Tadashi asked Baymax, realizing he made the right call sending it to Karmi. Maybe if she discovers this, she can make a cure.

"If given the proper treatment, it could be turned into a possible cure," Baymax confirmed.

"That's great!" Tadashi was happy to hear. "Sucks I might not get powers, but I gotta tell Peter!" He then tried to get in touch with Peter, but he was surprisingly not answering.

"This is Peter, leave a message."

"Pete, give me a call when you get this," Tadashi said as he raced to the door, needing to talk to Karmi. "We were onto something. Baymax says your blood gives off radiation that counteracts the Spider Serum. The only problem is, due to the water contamination, we need to affect the whole city, including the water supply. Otherwise, things could get worse." He then opened the door and was met with a Man-Spider, wearing Honey's glasses. "AAAAHHHH!"

The Man-Spider then went at Tadashi, trying to bite him. But that was stopped by Tadashi when he punched her, sending Honey flying into the wall. Looking down at his fist, he realized that, possibly due to the adrenaline, he now had Spider powers. Then he noticed that the whole lab was filled with Man-Spiders.

"Oh, no," Baymax said as Tadashi closed the door and barricaded it.

"I gotta get to Karmi," Tadashi says when there's a knock on the window.

"No need!" Karmi cried, crawling into the window. She held a small vial in her hands and held it to him. In the process, she showed that her hands were growing spider hairs, showing she was beginning to transform. "The whole school is already taken over!"

"By what?" Tadashi asked as he took the vial.

"Man-Spiders!" Karmi shouted as she started to grow legs from her back. "It's the whole city. Tell Spider-Man that's it." She said as she looked at the vial. "That's all I could make. You have one shot.

"No, this isn't enough to cure the city." Tadashi denied it, looking at the small vial. There was enough in this thing to cure maybe one person, not a whole city, and the water supply. "How can we make this work?"

"That's up to you." Karmi was sorry to say while she was finishing her transformation into a Man-Spider.

With nothing else he could do, Tadashi took the small vial of the cure and leaped out the window. Getting a hang of the swinging pretty fast, he started to make his way through the city.


Back with Spider-Man and SP//DR, they were trying to web and tie up as many of these Man-Spiders as they could. Fighting them was a bit difficult since they didn't want to kill any of them, considering they knew all of them was just an innocent human. And not to mention one of them was GoGo, who had broken free of her net.

Peter ducked down as one of the Man-Spiders came at him. Seems that even without his senses, dodging these Man-Spiders was pretty easy. It also helped that they were the size of two people combined, taking away the element of stealth from them.

"This is getting crazy. Where are the Avengers?" Peter was curious to know.

"My scans are picking up Tony Stark's arc reactor just a few streets down," Peni reported on what her suit was picking up.

"Yeah, we still need to talk about that later," Peter said as he gestured to her whole suit. "But right now, we need to save the city. Our best bet is to find the other Avengers."

"Fair enough." Peni saw that was a fair point.


Down the street, a bunch of Man-Spiders was coming for Tony Stark and Clint Barton, the only two Avengers who were last seen when these Spiders emerged from the humans. Both of them know better than to use lethal force on these people to not kill them. But their usual gimmicks of stun repulsors and trick arrows weren't exactly doing the trick to take them down.

Shooting several arrows, Clint dodged a swipe from one of the spiders before shooting it with a taser arrow. "What the heck is going on?!"

"Seems that this spider virus wasn't done with the people of this city," Tony commented as he used a sonic to blast the spiders back. "It's mutated to not only mutate humans but now has become airborne."

"Great." Clint scoffed, having no idea what to think of all of this now.

Just then, Peni came crashing in and sent out a frequency that was able to knock out the Man-Spiders in seconds. This gave them a moment to cool off as Peter came swinging in.

"How's it going?" Peter asked the two of them.

"What the heck is going on?" Tony asked Peter. "I thought we had this under control."

"No, it seems everything is getting worse." Peter was sorry to inform them. "And if we don't fix this fast, it could keep going."

"This disease already took the others," Clint informed them.

"Well, we have someone working on a cure, but we need to stop this from spreading worldwide," Peter tells the three of them.

As they were talking, they watched as the Man-Spiders started to screech, causing them to cover their ears. Watching the spiders get up and start to run off, they were wondering where they were going. Then they saw a swarm of Man-Spiders coming past them, not even trying to attack them. They only just ended up running past the heroes and leaving them alone.

"That was odd," Clint commented as he looked at the SP//DR. "Who's the Hulkbuster knockoff?"

"Hey!" Peni was insulted by that comment.

"This is strange," Peter commented as he started to come up with a plan. "I and SP//DR will follow the Man-Spiders, I need the two of you to go and try to shut down the water supply. If you don't this could spread across the world."

"That is definitely something that we want to avoid." Clint agreed.

"Go save your city, Spider-Man. We'll take care of everything else." Tony promises him and the two ran off.

Peter nodded and looked at Peni. "I yell later, you help me now."

"Again. That's fair." Peni supposed that was a fair compromise for now.


The two then started to run and make their way through the city. Both of them extended their arms and shot off a web to start swinging through the city. As they started to travel by rooftop, they looked down at the Man-Spiders and saw some of them wearing familiar clothing. Meaning they were able to identify them by their clothing. But even then, they couldn't really tell who exactly without a specific strand of clothes.

They made their way over the roofs to follow where all the Man-Spiders were heading. Seems that his fears came true when they saw that everyone in the city did indeed become a Man-Spider.

"You think May's down there?" Peni asked Peter, looking down at them.

Peter was worried about that himself but knew his sister needed reassurance right now. "She's gonna be okay. If we cure the city, we'll see her again. I promise."

"Hey!" Someone called, getting both of their attention as they turned to see Tadashi swinging and landing aside them. "I was looking everywhere for you!" Then he noticed the SP//DR and was confused. "You build a mech?"

"Tadashi. It's Peni." Peter informed his friend, gesturing to the robot.

Peni then opened up her suit to give a friendly wave to Tadashi. "Hi, Tadashi!"

Tadashi looked to Peter and back at Peni. It took him a moment to grasp the concept. But the moment that he does, he bursts out laughing. "Okay, wait, your sister is a spider robot superhero?"

"Yeah, yeah, get it all out." Peter scoffed, knowing that this was coming.

"Okay. Okay, I'm good." Tadashi already started to calm down and wiped a tear away. "I'm good."

"Not that I don't appreciate you taking the city turning into Man-Spiders lightly," Peter commented in annoyance, "but why are you here?"

"Oh, right," Tadashi remembered that he was here for an important reason. "I have something for us." He then showed them the small vial in his pocket. "This is it. The cure."

"That's all we have?" Peter asked as he took the vial. "This?"

"Sorry." Tadashi was sorry to say. "That's all we could get before the whole school turned into Man-Spiders."

Peter sighed and knew they needed to make it work with this. "If Jackal is still around, he can make the virus again. If this is all we have-"

"Actually, it is more than just a cure," Baymax said, causing Peter to jump and shriek in surprise.

"HOW LONG HAS HE BEEN THERE?!" Peter asks, pointing at the robot.

"Since Tadashi arrived," Peni commented as she leaned back in the robot and crossed her arms. "I don't know how you missed him."

"HE'S A SLOW ROBOT!" Peter cried out as he tried to catch his breath. "Whoo." He then pointed to the robot. "Never do that again!"

"Baymax, you were saying?" Tadashi asked his personal healthcare provider.

"This substance also has the capability to cure anyone with mutated DNA," Baymax explains as he looked for the cure.

"So, that's basically an amplified version of the gene cleanser?" Peter asked, holding the vial.

"I did give her the gene cleanser that you had to help her find a cure." Tadashi shrugged.

"That means it could theoretically cure..." Peter was getting worried by the thought as he looked at Peni and himself. "Us."

"Like...we can't use our powers?" Peni asks him in worry, looking up to SP//DR.

"It's possible. Or it might cause us to at least glitch out with our powers." Peter didn't know for sure how it works or how it'll affect them differently. "But we need to save the city and worry about that later. Not to mention it could give me an edge against Jackal."

"So, what's the plan?" Tadashi asked.

"Well, it's three humans, two robots, versus a city of Man-Spiders and a Jackal. We have nobody coming to help, the Avengers are cutting off the water supply, and we are on our own." Peter recapped their chances. "I say we keep following the Spiders."

"Then let's do this!" Peni said as she closed up her suit and was ready to go.


They kept following the hoard of Man-Spiders throughout the whole city as they confirmed that they were all heading for one location. And that location was getting familiar to all of them when they kept going and found themselves outside of SFIT.

"SFIT?" Peter asked in shock. "Why are they here?"

"I am detecting a sign of life," Baymax informed them as he gestured to the ground. "There."

"How is that possible?" Tadashi asked in confusion.

"Jackal." Peter snarled as he looked down, knowing that is how. "He came back to the school, probably when the virus started to spread."

"Then what's the plan?" Peni asked her brother. "We can't get in with the school literally crawling with monsters."

Peter started to think of how they could get past them. Then he got an idea when he looked over to Baymax and got an idea. "I got an idea." He then looked to Tadashi. "I swear, I will help repair him when this is over."

Tadashi was confused as to what he was saying and looked toward Baymax. "What are you thinking?"

A while later, the Man-Spiders were guarding each exit and entrance to the school, keeping everyone who was unwanted out. But when they were watching, they looked and saw Baymax strolling down the street and stopped just ahead of them.

"Hello," Baymax said with a friendly wave. "I am Baymax."

All of the Man-Spiders screeched, giving chase to the robot, who immediately recognized a danger.

"Oh, no," Baymax says as he turns around and starts to walk away. "I am not fast."

As he was leading them all away, they left the door open to allow the team to sneak in. Peni was the first one in, miraculously the SP//DR was able to fit through the doors. When she got inside, she did a check to see that there were no signs of any spiders inside the school.

"Clear," Peni called as Tadashi and Peter came swinging inside.

"Okay, with all of them busy with Baymax, we have a few minutes to find Jackal," Peter told the two of them. "When we find him, this has to be the last base of his."

"What does that mean?" Tadashi asked as they made their way through the school.

"This means if there are any clones left, then this will be the last of them," Peter explains to them. "So, we need to destroy every last clone."

"According to Baymax, the rest of the clones would deteriorate with the serum," Tadashi informs Peter.

"Yeah, but that doesn't mean he might have a few Jackal clones as personal guards," Peter tells him as Peni used the SP//DR to scan for any weak spots. "For this to work, we need to cut off the power to the school, then find a way to send the cure all over the city."

"I found it," Peni said as her robot reached out and activated the secret compartment. "You sure you wanna do this alone?"

"This is my fight," Peter confirmed as he finally changed into his Spider-Man suit. "This ends now. One way or another."


Peter crawled his way down the secret compartment to find out where Jackal was. You'd think moving into the school, he'd wanna take up one of the labs up top, but it seems he wanted to stay in the dark corners.

As he started to crawl through the ventilation shafts to stay hidden, he heard Jackal talking to someone. "The experiment was a success."

As he found a vent to lead to him, Peter saw Jackal talking to some video call. The screen showed some weird demon-looking monster as some kind of logo. It had one eye on its head, two horns on the side, along with its tongue sticking out of its mouth.

"The city now belongs to us," Jackal tells the man on the other end. "We now have a whole city to do our bidding for world domination."

"You're forgetting one person who has stood in your way." Someone on the other end of the line commented. "You still have one bug in the system to take care of."

"Spider-Man?" Jackal asked with a scoff. "If the Spider-Man hasn't been defeated or transformed by now, it's a matter of time."

That was a drop-in moment if Peter has ever heard one. So, he dropped down and landed just behind Jackal. He made his stance and activated the spider arms to impale the ground.

"Aw, and here I thought you had some faith in me, Warren," Peter said in a childish voice.

The monitor then shuts down, leaving Jackal and Spider-Man alone. Seems that the whole building also went

"Did you really come all this way for another round, Spider-Man?"

"What can I say? You turned the whole city into monsters, so I'm here to make this right!" Peter declared as he got up and kept his arms ready to go.

"When will you learn that you will never win?" Jackal asks him.

"Call it optimism." Peter guessed is a good name for it as any.

The two then ran at one another, ready to fight each other off.

This was now a fight for the city.


Back with Tadashi and Peni, they were working on some way to disperse the cure throughout the city using the lab equipment. Peni was able to use the SP//DR to fight back against the Ma-Spiders.

"This is so easy!" Peni cried to Tadashi as she picked up one and tossed it into Wasabi's labs. "I love this suit!"

"When you get back to normal, Wasabi, you're gonna hate yourself for that," Tadashi told the Spider mutant of his old friend.

"How are you doing with a dispersal device?" Peni asked Tadashi as she picked up Man-Spider Honey and tossed her into the wall.

"Not good. Every simulation shows it won't be getting far enough to spread through the city." Tadashi said as a spider came down and grabbed onto Peni. "Watch out!"

Peni and SP tried to fight off the Man-Spider version of Fred when it ripped off her robotic arm.

"Hey! I need that!" Peni cried as she punched him away. "We can still take them!"

SP bleeped in confirmation, feeling the same thing. The spider was used to the suit being damaged by attackers. Aiming one of her shooters, she blasted a canister that turned into a giant sheet of webbing. Entrapping all of the spiders, they had a few minutes to finish the dispersion before they get out.


Underground with Peter and Jackal, they were fighting through the labs, confirming to Peter that there were a few clones left in the basement. But that wasn't something he needed to worry about as he was trying to take down the original. Or a clone of the original?

You know what he's talking about.

Peter ran and wrapped his legs around Jackal's head and spun around. He sent Jackal flying into the computers, causing them to spark and zaps Jackal.

"You think...that'll be enough to stop me?" Jackal asked as he got up and picked up a broken bar. "I'll squash you like a bug!"

"Wow. Even a scientist managed to somehow get it wrong." Peter couldn't believe this as he leaped to dodge the swipe. "Spiders are arachnids."

Peter decides to use his legs to pry the bar out of Jackal's hands, which only ended badly for him. Jackal grabbed one of the arms with one hand and followed with another using his other hand. Spinning him around, Peter tried to pry himself to the ground, only to be torn off and his legs to be taken away. Flying into the wall, he skidded against the floor, which caused his other two legs to rip off.

Groaning, Peter got back up and saw his web-shooters are running out, and he never refilled the canisters on his belt.

He's had a busy week.


Peni watched as she saw that some of the Man-Spiders of Tadashi's friends were starting to rip free. They were nowhere close to finding any way kind of dispersement device to cover the whole city at once.

"There has to be something I haven't tried." Tadashi tried to come up with something to help the city, noticing he was running out of time. He was starting to enter his monster phase, seeing his arm turning more spider-like. "There's gotta be something."

Peni then came up with a thought while running diagnostics on her suit. "Wait. My suit." She then turned and opened it up to look at Tadashi. "Its power source has the capacity to level a city."

Tadashi stopped working and turned around after hearing that, taking a few steps back. "It can what?"

"My point is if it has the power to level the city, then it has the power to disperse something over the city," Peni explains as she ran some simulations on her suit. "She can disperse the cure throughout the city at once. We just need to get her high enough."

"Yes, but doesn't that also mean you need to be with the suit?" Tadashi asks her.

"No, we can-" Peni was planning to set the SP//DR on autopilot, only to see it was damaged with her systems. "Oh, no. I...I would need to pilot the suit remotely."

But before Tadashi could even deny that statement, the suit ejected her out of it. Peni landed on her knees and hands before turning and looking up at the suit.

"SP?" Peni asked in shock.

The suit then bleeps and gets a look of shock from Peni, while Tadashi was trying to figure out what they were saying.

"What?" Peni asked in shock.

The suit then kneels and placed a hand on her shoulder. A few beeps later, Peni started to tear up.

"What's happening?" Tadashi asked them. "What's it saying?"

"Goodbye," Peni explained with tears coming down her face. "SP's going to take the suit and cure, take it above the city...and detonate the suit."

"That could detonate and spread it through the whole city at once." Tadashi understood where the spider was going with this.

"But it'll kill you," Peni informed SP.

SP nodded, already knowing that it was the best thing to do. The spider says that they'll always have each other. But this was something that needed to be done. This is what the SP//DR was made to do. Save cities and save as many lives as possible.

Wiping the tear from her friend's face, SP stood up and closed the armored suit. Giving off a salute, the rockets on her feet Peni didn't even know were there activated. The SP//DR then reached out to Tadashi, who handed over the cure. With everything it needs in hand, the suit took off through the ceiling and into the skies.

Getting a far enough distance so it didn't destroy the city, SP exposed the power source and held the cure close enough as it could get.

If this is the last act or SP//DR, then it was going to be a final battle it planned on saving this city. Not to mention the family of his first companion and partner. Richard Parker loved his family. And he was going to die saving it.

The reactor started to go critical, and all the systems started to alert the rider (this case being SP) to leave. But all the suit did was keep the cure in place and allowed it to happen. The reactor went off, sending a giant cloud of smoke over the city and dispersing the cure.

As they watched their friends all around the school start to turn back to normal, Peni started to cry and break down. Tadashi, the only one who was around at the time, leaned down to hug Peni and let her mourn the loss of her friend.

But Peni stopped him and remembered something. "Peter!"


With all of the explosions and shoving the two of them have done, Peter and Jackal have caused a fire and blew up some of his computers and around the room. The whole place started to burn up in the explosion as Jackal held Peter by his neck against the wall.

"You were a fool, Spider-Man." Jackal scoffed as Peter tried to breathe. "With you out of my way, I will rule all of San Fransokyo!"

But as he started to gloat, he started to feel weak and watched as his arm started to turn back to normal. Gasping, he dropped Peter and backed away to look at his hands.

"No!" Jackal cried as he ran over to the working monitors and saw the city was being cured. "How is this possible?!"

"Because...I have something you don't, Warren." Peter scoffed as he got up and stood tall, feeling his powers weaken. "A team."

Working the last bit of strength that he has left in him; Peter shot several strands of webbing at Jackal. Peter then pulls Warren at him, and then punches him in the face, and sends him back into the computers.

Sighing in relief, he saw it was all over. But as he tried to make his way out, his powers and strength left him, causing him to drop to the floor and feel the weight of the attack.

"It's over," Peter tells Jackal. "You lost."

But then Jackal started to laugh as he dropped to the ground. His entire was scratched and burned due to him losing his powers to heal. Even through his pain, he continued to laugh, putting Peter off as Jackal looked toward the hero with a giant grin.

"You think by beating me you won?" Jackal asked, getting Peter to look down at him in confusion. "No…no…no, it's only the beginning. You will never beat him."

"Him?" Peter asks, not following what he's saying.

"He will have you on your hand and knees. Making you beg to work for him. But only after you lose everything." Jackal promises him.

But before Peter could ask him further what he was talking about, an explosion went off and took him with it. Due to his powers not functioning, he didn't sense it coming and shielded his face from the explosion and saw that Jackal was gone. And with his clones killed in the same explosion, all of his copies were gone.

Peter looked at what was left of the explosion when two figures ran down as his ears were ringing.

"Peter! Peter!" Tadashi's voice started to come in as he grabbed Peter by the shoulder. "We gotta get out of here!"

"Pete!" Peni cried as she tried to get Peter to focus on her face. "We need to run!"

"Run." Peter agreed as he started to get some of his strength back. Seems either he still has some strength back or his powers were slowly returning. "Come on."

The three of them ran off through the labs to make it back out. But the tunnel to the staircase then broke and the floor showed the lake, and the loose wires caused it to spark.

"We're never going to make it cross that," Tadashi commented.

Peter then looked and saw a board that was big enough to help them cross. "No, you will."

Working fast, he pried it off the wall and watched it fall and cover the water and wires. But it wasn't going to be able to stay in place without help. Webbing it down wasn't an option due to the fact his shooters were now empty. Looking at his friend and Peni, he saw the looks of terror on their faces and knew what he needed to do.

"You two cross," Peter tells them as he held it in place. "I'll be right behind you."

Tadashi could tell when his friend was lying (at least now) and knew he was saying this for Peni's thoughts. Tadashi leaned down and picked Peni up as she wrapped her arms around his neck. Peni looked at Peter with a worried look in her eyes.

Peter removed his mask to smile at his sister. "It's gonna be okay."

Peni nodded and started to feel better as Tadashi crossed. He had to stop now and then as the board shifted and Peter needed a moment to try and steady it. When they made it across however one of the wires shook off the wall and zapped Peter's hand. Gasping in pain, Peter lets go of the board and it went falling into the water.

Tadashi puts Peni down and gestured to the stairs. "Get going."

"No! I'm not leaving him!" Peni declared as she looked at Peter. "You promised to be right behind us!"

"Just get her the heck out of here!" Peter tells Tadashi, not seeing a way out for him.

"No! Not without you!" Tadashi declared.

Peter was shocked to see how determined his friend and sister were, both denied moving without him at their side. He then looked down at his hands and thought of something that could work. He can't rely on his powers to take him the entire way, but there might be a chance he could use the pipes like monkey bars.

The only problem is he sucked at the monkey bars.

But he decided to go for it. He leaped up and grabbed onto the first bar he could and steadied himself. He then reached out and felt his power return to him. But that seemed to work worse for him, causing him to rip the bar out of the ceiling. The bar then fell into the water and Peter was left dangling in the air over the water.

"Peter!" Peni cried, running to save her brother.

But Tadashi quickly stopped her from going too close. "No! Don't!"

"Peni!" Peter called his sister. He saw no way out. This was it. "You were a great hero."

Tadashi then shielded Peni's eyes when the bar Peter was holding on gave way and he fell. As he was going, they heard what sounded like an engine coming. When they looked to the ceiling, someone came smashing into the room to reveal Teresa with her broken wings sparking out. When she shielded herself from the glass, she took out a grapple gun and shot it. When she did, Peter immediately grabbed it and stopped him from hitting the electric water.

Peter then remembered his mask was off and smiled at Teresa with a cheesy smile. "Hi."

"Don't worry. I got you, bro." Teresa promised, shocking all three of them to hear that the Red Wing is their sister.

"Teresa?" Peter asked in shock.

Then her wings begin to fail and Teresa flew out of the labs while Tadashi and Peni ran out the stairway to escape and find them.


As that was happening, the news was reporting on everything that had happened. None of them knew exactly what happened, but they knew that the only one to have saved them was their friendly neighborhood Spider-Man.

While they commented on the event, a figure watched the news stations from over the world that was commenting on the event.

He is a slender male, who has pale and almost greyish skin, blue eyes, and an English accent. His hair is black with a red streak sometimes visible.

"Warren, I always knew your ego would be what killed you. Such potential, waisted." He sighed in sadness.

Then he looked over to the reports of Spider-Man and his role in what happened.

"But I have to admit…Peter Parker, you show promise." He complimented as he looked over the footage from the fight between Peter and Jackal.c"Fighting a city of spiders on your own. Finding a cure and stopping Jackal at the same time. This is something I never thought you'd be able to accomplish."


"So, you are Spider-Man." Tadashi started as he pointed to Peter. Then he pointed to Peni. "You go by SP//DR." Then he looked to Teresa. "And you are the Red Wing."

"Yeah, is everyone in this family a hero?" Peni asked them

"Well, May is a nurse." Peter and Teresa replied at the same time with a laugh.

But then they realized they haven't checked in on aunt May.

"May!" The three of them cried as they ran through the city.

Tadashi watched them run out of the school and smiled. But as he was deep in thought, he missed someone coming up to him.

"Hello," Baymax called, getting Tadashi to shriek and see he was back.

"Baymax!" Tadashi was shocked to see he was okay. "What happened?"

"As I was running from the...Man-Spiders, they stopped chasing me when I needed to recharge." Baymax explains to him and showed he was on half battery power.

"Oh. Come on, let's get you back to your charging port." Tadashi led his creation inside the school.


Since none of them had any other way home, the only thing that they could do was run all the way. Peter's powers returned, but his web-shooters were still empty.

When they made it home, they found an unconscious Aunt May outside and was starting to wake up. "Ow. My head."

"May!" The three of them cried as they ran over and hugged their aunt.

"Oh, what's going on?" May asked the three of them. "What did I miss?"

"It's a long story," Peni admits.

"We'll catch you up with the news," Teresa promises.

Peter then remembered there was still one thing he needed to do. Well, two things. He backed away from his family and walked off. "I need to go find GoGo. Make sure she's okay."

"Go." The girls say and Peter ran off.

When he made it down the alley, he picked up the canisters he keeps hidden in the back. With them in hand, he puts his suit on and shoots a web to start swinging. Down the city, the Avengers started to get back together when Spider-Man came swinging in and landed aside them.

"Well, if it isn't the man of the hour!" Tony called out as he clapped triumphantly. "Give it up for him, folks!" He then got a few pedestrians to cheer as Spider-Man was amazed by how much they loved him. "He saved the city!"

"Tony, you done?" Natasha asks him with a scoff. "Think the boy's had enough."

"Fine." Tony sighed and looked at Peter. "So what brings you back to us?"

"Just thought I should tell you, Jackal said something that was...disturbing." Peter didn't know how else to explain it. "He said something was coming. I have a feeling that Jackal was a pawn in a bigger game."

"You thinking there are others out there?" Steve asked him.

"I think Jackal had a boss," Peter explains. "I got a glimpse of a logo, but that's it."

"Well, to be safe, how about I get us a base out here in case we need to come back?" Tony offered as he held out a card. "Our personal number. If you ever need us."

Peter took it and was amazed at how much they trusted him. "Thanks."

"You know, we've been keeping our eyes on you," Natasha informs Peter. "You're in the making of a great hero. And you're even on the shortlist to join the Avengers when the day comes."

"Me?" Peter didn't know how many bombshells he could take in a day.

"Yeah. You might be a bit odd, but you get results." Bruce Banner agreed with his friends.

Peter then stood straight and got serious. "I... I'm honored." Then he remembered where he was supposed to be going. "But...I've got someone I need to go check on. I'll tell you if I need you!"

Peter then took off again and started to swing through the city. The Avengers stood there and knew that he was someone who always worried about others and saw their work was done.

"Alright, Avengers. Let's move out." Steve said as everyone made their way out of the city.


Peter made it to GoGo's apartment and knocked on the door, wondering if she got home. It seemed the last thing that happened before everyone turned back to normal, they all made their way home.

"GoGo?" Peter called out. "It's me."

GoGo then flimsily opened the door and groaned in pain. Her super suit was torn to shreds and she wore a jacket to cover her body while her pants were just torn. "Hey."

Peter immediately pulled her in for a hug, pulling her in to close the door, and didn't want to let her go. "I thought I lost you!"

GoGo couldn't help but smile as she hugged Peter back. They stayed there for a while and just embraced one another. But then a thought entered GoGo's mind. One thing she needed to know.

"Peter...there's something I need to know," GoGo said as she lets him go and looked him in the eye. "And please...please...be honest with me."

Peter heard the pleading in her voice, and that was something he never thought he would hear from GoGo. "What is it?"

GoGo knew it was now or never. She needed to know. "Are you Spider-Man?"

Under these circumstances a year ago, Peter wouldn't have been so calm. But right now, with the advice of Baymax running through his head, he was ready to tell her the truth.

"Yeah." Peter chuckled as he watched how shocked GoGo was. "Honestly, I was here to tell you this." He then saw the look of shock turn into confusion. "I'll show you."

With that, he leaped onto the ceiling and stuck to it, mimicking the action GoGo did to show him she had powers. He then looked down to GoGo who had a smile of relief now.

Peter dropped down and walked over to GoGo. "I kept it a secret, not because I don't trust you, but because I wanted to keep you safe. But then what you said to me...when you got powers...it made me question the secret." He then took out the mask and handed it to GoGo. "You were right. We're in a relationship. You deserve to know what you're getting into."

GoGo looked down at the mask and caressed it. "All these years..."

"I lied to you, I know," Peter assured her. "But as I said, I-"

Before he could finish defending himself, Peter was dragged into a kiss by GoGo. Peter was surprised, but he wasn't going to give this and kissed her back.

GoGo then pulled off to explain that to him. "I just wanted to be sure I wasn't crazy. I don't care if you're Spider-Man. I still love you, Peter!"

Peter couldn't feel as in love with GoGo as he did at this very moment. Even when she had her suspicions, she never fell out of love with him. She just wanted to make sure her theory was correct, like any good scientist.

"But I have to ask...how were you in two places at once?" GoGo was curious to know the secret.

"Oh, that?" Peter realized what she was talking about. "That was the Scarlet Witch."

"The Scarlet Witch?!" GoGo asked in shock.

"That's a long story," Peter said as the two made their way over to the couch. "But it might be best if I started from the beginning."


The next day, things were starting to go back to a sense of normalcy for everyone. Nobody has any long-lasting side effects, everyone was cured. Everything was finally back to the way it was. With the one and only Spider-Man as the city's protector.

Teresa however was with Honey looking over the destroyed wings. Due to the transformation into a Man-Spider, she basically destroyed the pack. It was a miracle it functioned long enough for her to save Peter after turning back.

"This one is gonna take a long time to fix," Teresa commented, feeling Red Wing will be taking a break.

"Well, nothing we can't accomplish together, right?" Honey asked as she hugged her friend.

"Definitely," Teresa confirmed.

Since they needed to start from scratch and needed to work on this in secret, it was going to take a while to fix. But something told her this city wasn't going to need Red Wing for a while. Spider-Man will do just fine for now.

Now if only she could find a way to get Fred to stop shipping RedSpider.

This guy was shipping her with her own brother!


Peni was in her bedroom, crying over the loss of her one true friend. As she lays there in bed, she started to feel a familiar buzz in her head.

When she looked to where the buzzing was leading her, she saw a lonely spider crawling toward her.

"SP?" Peni asked as she reached a finger out. "Is it really you?"

She then heard the echoed thoughts of the spider echo through her head, confirming her thoughts.

"You're alive!" Peni cheered as she reached down and picked up her friend. "How are you alive?"

SP then explained how when the SP//DR was seconds from exploding, the spider ejected and allowed the cure to do its thing. The reason that Peni couldn't hear SP before, was because she was still weakened by the cure. The close SP got to Peni, the stronger the connection became again.

"You ejected?!" Peni cried in shock and anger. "That was an option?" She then took a deep breath and sighed. "You know what? I don't care. I'm just happy you're alive."

SP then crawled up and wrapped two of its fingers around her thumb, happy to be back with its friend.


Yuri was on top of the police prescient when Spider-Man came swinging over to her. "Now that you've officially quit smoking, what do you tell people when you come up here?"

"That I need a break from their stupidity." Yuri scoffed as Peter leaped next to her. "Quite a week."

"You could say that again." Peter agreed with a sigh. "Jackal is taken care of, everyone is cured, and all the bad guys he's created are behind bars."

"Yeah. And now I've been promoted to Captain." Yuri commented, getting a look of shock from Peter.

"What?! That's incredible! Congratulations!" Peter said with a clap.

Yuri rolled her eyes and sighed. "It feels like a whole lot of pressure was dropped on me."

"I say it makes the people safer with you in charge," Peter said. "How does your mom feel about it?"

"Oh, she's thrilled," Yuri said with a scoff. "But she's still on my back about my divorce."

"Right," Peter said with a sigh.

A few years back, Yuri was married to another cop on the force, but they came to a...disagreement when it came to Spider-Man. When he first arrived on the scene, other cops wanted him gone, but Yuri stood by him.

That's how their friendship started. She saved him from being arrested in the middle of the prescient during a fight with White Rabbit. But in the process, it cost Yuri her husband and her daughter.

"How's your kid?" Peter was curious to know.

"She great. Supposed to be visiting for the summer." Yuri said, then remembered something. "Or sooner, depending on something."

They then hear sirens going off in the distance and Yuri got word of what's going on. "Seems our old friend, Spot broke out of his cell and is causing mayhem again."

"A hero's job is never done." Peter sighed as he stood up and raised a foot. "See ya later. Spider-Cop is on the job!"

He then allowed gravity to take over and fell off the side of the prescient. As he fell, before he hit the ground, he shot off a web and started to swing.

Swinging his way through the city, he heard cheers from the people around him as he kept swinging towards the danger. This is where he will always be. He'll always be there when this city needs him.

He was the one.

He was the only.

Spider-Man.