MJ was making her way to Horizon Labs with the girls as it was possibly the safest place in the city. As they were making their way down the street, they saw a number of people swinging overhead; it seemed as if everyone had now gained spider powers except for MJ for some reason.

"Mommy, how come you don't have spider powers?" May asked.

"I don't know, sweetie," said MJ machine to the people swinging overhead. "But it looks like practically everyone has them now."

"So, is Papa going to meet us at Horizon Labs?" April asked.

"I don't know, but Auntie Gwen will be there as Ghost Spider," MJ smiled.

MJ then felt her phone vibrating and immediately answered.

"Hey, Honey," said Peter's voice.

"Peter, I'm so glad to hear your voice," said MJ.

"So I have been in the dark, but Carlie may have just discovered the Jackal might be behind all this."

"The Jackal? I thought he was dead?"

"We thought the same about Norman," Peter reminded her.

"Good point," she said. "I'm taking the girls to Horizon Labs. I think it's safer there than back home."

"Okay, but be careful. I don't wanna lose any of you."

"We can look after ourselves, Tiger, thanks to your training," MJ smiled.

"Good, but I also want to ask a bit of advice. Carlie might suspect that I'm Spider-Man, and she just asked me the impossible. She was both Peter Parker and Spider-Man to meet at the precinct."

"She is a smart woman, Peter," said MJ. "Also, while everyone is getting a handle on their powers, you seem to have mastered them right away, which is more than a little suspicious."

"Do you think I should tell her the truth?" Peter asked. "I mean, I've never really told anyone who I am."

"I think that's up to you, Tiger, but what's the harm in telling the people you trust? I mean, you do trust her, right?"

"Yeah, I do. Thanks for the advice."

"That's what I'm here for," she said.

Gwen was currently at Horizon Labs trying to help Reed with the pandemic. Most of the Avengers were busy guarding the bridges and tunnels to prevent people from coming and going. Many people wanted to get into the city to gain spider powers, and some wanted to leave just to get back home.

Jonah was yelling his head off as people were calling Manhattan Spider-Island.

"Spider-Island?!" Jonah yelled. "I'm now the Mayor of Spider-Island! I need solutions, people, and I need them now!"

Gwen looked at Jay. "Your son certainly gets his point across loudly."

Jay sighed. "He always had a big mouth on him growing up. I had hoped he would grow out of it."

"We do have a solution, your honour," said Max. "Two of my men of building spider-sense jammers. They are actually based upon the one Parker designed that disrupted the Spider-Slayer's insect army. With these, we can create a psychic barrier that will keep the infected from breaking quarantine."

"It's a start," said Jonah.

"Also, Peter just called," said Harry as he entered the room. "He believes that the Jackal is the one behind this."

"Isn't he supposed to be dead," said Jonah.

"Sadly, in this world, the dead don't usually stay dead; I'm a prime example of that," said Gwen.

"What are you doing here anyway?" Jonah asked.

"Helping to protect these people as well as trying to figure out what's causing this epidemic," she said.

"And I believe I can answer that question," said Reed as he stretched into the lab.

"Can't you walk like a normal person?" Jonah groaned.

"Actually, I believe he's, sir," said Glory.

Reed then showed them his research. "I have managed to find the original carrier of the virus, and it apparently comes from genetically altered bedbugs."

Jonah stared at him. "Bedbugs? Not spiders? But that is so… so…"

"Disgusting!" Glory finished.

"True, and after studying, I have discovered a silver lining," said Reed. "Apparently, when the Jackal altered the genetic structure, he damaged their reproductive system and shortened their lifespan. In two days, this species of bedbugs will be extinct."

"I sense but coming," said Gwen.

"Unfortunately, the virus they were carrying has mutated and now has become airborne," said Reed regretfully. "It's actually quite insidious actually. Each cell is designed to seek out and rewrite normal human DNA. This is a calculated biological attack. Its sole purpose is to replace our species with a new face of homo-arachnus."

"What is he blabbering on about?" Jonah demanded.

"Dr Richards is saying that the mutation hasn't finished," said Ghost Spider. "He saying that every single infected person out there is about to become a humanoid spider."

"You mean to say that we're going to become a planet of literal Spider-Men?!" Jonah yelled, practically pulling his hair out.

"Mayor Jameson, please calm down," said Reed. "Now that we know how the virus worked and who is behind it, we're much closer to finding a cure. Apparently, superhumans and mutants appear to be immune, and that will help us devise a vaccine to prevent further infection. All we have to do is just give everyone a superpower. A low-level magnetism."

"You're giving people compass powers to help them tell which way is north?" said Gwen.

"I never said it was going to be a good power; it is just the easiest to mass-produce," said Reed.

"I'm also testing people to see how far the virus has spread," said Harry, and he looked at Jonah, wincing. "I'm sorry to tell you this, Mister Mayor, but you're infected. In fact, you are about to enter stage II."

"No!" Jonah roared. "I refuse to turn into some kind of wall-crawling weirdo!"

"I'll try not to take that as an insult," said Gwen.

Peter, meanwhile, was in costume with Ben as they waited for Carlie to appear.

"You're really going to tell her?" Ben asked.

"I don't really have much choice in the matter," said Peter.

"Still can't believe that Milles Warren is alive, for we seen the last of him," said Ben bitterly.

"Let's hope we can take him down for good this time."

They then saw Carlie climbing up the building to the roof.

"Hey, Carlie. What took you so long?" Peter asked.

"Cute," she said and then looked around. "So, where's Peter?"

Peter took a deep breath and then removed his mask. "Right here."

"I knew it," said Carlie, looking off aspirated. "You were just too good for someone who just got powers. I can't believe you can keep this hidden from me."

"If it makes you feel better, you're the first person I've ever shown my identity to, unless you count the LMDs that pretended to be my parents."

Carlie stared at him. "Wait, you're saying that your own wife doesn't know your Spider-Man."

"Oh, she knows," said Peter quickly. "In fact she knew before we even met, long story."

"I don't know, that makes me feel better," said Carlie, folding her arms.

"Look, I don't like giving my identity out to people in general," Peter admitted. "When Norman Osborn discovered my identity, he hurt the people closest to me. Then, when my identity was revealed to the entire world, my family was targeted."

Carlie frowned. "Hang on, you're saying the entire world knew your identity?"

"Peter had a powerful wizard caster spell across the entire planet, making practically everyone forget who he was," said Ben.

"And how exactly are you?" Carlie asked, looking at him suspiciously.

"Oh, I'm a clone of Peter created by the Jackal several years ago," said Ben. "Know what you say we get down to business and try to catch a jackal?"

"Hold that thought," said Peter, putting his mask back on. "I just picked up something on my police band. There's a bank robbery in progress."

"There are a million people with spider powers out there; can't they handle it?" Carlie asked as they swung off.

"Afraid not, because the perp is an enemy of mine with spider powers, and that makes it my responsibility," said Peter.

"And I'm a cop, which also makes it my responsibility," said Carlie.

"Can you two stop arguing like an old married couple?" Ben asked.

When they arrived on the scene, they saw a few of Jameson's men who had already been taken down.

"Great to more Spider-Men," one of them grumbled as he aimed his weapons at them.

"Stand down," said Carlie as she held out her badge. "I can vouch for them. This is the real Spider-Man and Scarlet Spider." She then smirked at Peter. "Good thing I was here, huh?"

"I'm not going hear the end of this any time soon," Peter sighed and turned to Jameson's man. "Also, I understand that one of my regulars is in there right now. Do you know he is armed?"

"Very funny, Webhead," said the officer, not looking amused in the slightest. "But I ain't laughing."

Peter frowned, confused. "I wasn't making a joke, I—" He stopped when he saw what the officer meant. "Oh. I see what you mean."

There exiting the bank was Shocker, who had grown to have extra pairs of arms.

"I know, shocking, isn't it," said Shocker.

He then unleashed his electro blasts from his gauntlets, and everyone had to jump out of the way.

"Leave me alone!" Shocker yelled. "This is no normal heist, and I need this money!"

"That much is evident if you had Jackal to give you a few extra arms," said Ben.

"At least he's committed," said Peter.

"Guys are delving at what he means," said Carlie.

"Do you honestly think I want to be a freak?!" Shocker roared. "I did ask for this! I'm stealing this dough because the Mad Thinker says he can fix me!"

"I think he's serious," said Peter as he approached.

"Careful, it could be a trap," Ben warned.

Peter looked at Shocker. "Herman, what is the matter."

"I swear I don't know, Spidey," he said as he removed his mask. Everyone then gasped as they saw that his face was resembling a spider. "While everyone else got spider powers, it turned me into this."

Peter looked at Ben. "We should get into Horizon Labs; maybe Reed can help."

"I think we got other problems," said Ben, pointing at Carlie.

Peter spun around and saw that she, too, was beginning to transform.

Jackal bowed before his benefactor, who turned out to be the Spider-Queen, who smiled at her plan was finally coming into its final stage.

"It has finally arrived at the final stage of development," she said. "I am now feeling every single spider reaching out along the web we all share. Everyone is now blasted with a new life. You have now become my children. My colony. My kingdom. And now I am your Queen."

"Long may you reign, ma'am," said Jackal.

Both Peter and Ben now found themselves completely surrounded by mutated spider people.

"As if this day couldn't get any weirder," said Peter.

"The jumping of every single building, the stampede of spider people," said Ben.

"I can't tell which one is Carlie," said Peter, having lost track of her during the chaos.

"There's nothing we can do here," said Ben.

"Then what should we do?" Peter asked.

They then heard the sound of a screeching car and saw the Mayor's limousine driving through a number of spider people.

"Looks like the mayor needs our help," said Ben.

"He's really going to enjoy this," said Peter.

The two of them jumped in to offer some assistance, pushing the spider people off the limo. Then, to their utter shock, Jonah jumped out and revealed that he, too, had spider powers.

"There's no way I'm going to let you spiders save my hide again," he said.

"I have it isn't the sensational Spider-Mayor," Peter joked.

"Shut up!" Jonah snapped.

Now disguised as Spider-King, Flash was making his way to the rendezvous point, hoping his disguise would work. It was reassuring to know that his fiancee was now shadowing him, though he still couldn't believe that she was Black Cat the entire time.

He went to Central Park, where he saw Spider-Queen walking out in the open with Tarantula, Jackal, and his clones.

"Ah, my Spider-King, you have returned," said Spider-Queen, smiling.

"Yes, my queen," said Flash as he bowed; it looked like his disguise was working so far. "And you manage to carry out your mission?"

"A complete success, your Majesty," said Flash.

She smiled broadly. "You see, everything is going according to my plan? My empire is growing, the human race is falling, and there is no hope for a cure, correct?"

"Absolutely," said Jackal.

"Unsurprisingly, the mayor has also been infected; it won't be long until he benched I will," she smiled.

Flash found this development alarming. If she could control Johan, she could have him lifted the quarantine and could spread the infection off the island.

However, one of Jackal's clones rushed up to them. "My queen, I have news!"

"Don't just tell me you 'have news' tell me the news," she stepped.

"Edward Brock, current alias Anti-Venom, is curing people!" said the clone.

Flash's eyes widened. He had heard that Brock had been reinfected with the symbiont, and Martin Li had used his powers to alter it. However, he had no idea that Brock was the one to save them all.

"Someone step forward now and kill him," Spider-Queen demanded.

"I shall go it wants, my Queen," said Flash.

Flash then took off and transformed back to Agent Vemon once he was further enough away, where he met up with Felicia.

"I heard every word," said Felicia.

"Eddie Brock may be the key to save the entire city," said Flash.

"Then we need to get him before that Spider-Bitch does," said Felicia.

"Sorry that I had to bow before her," Flash apologised.

"You had no choice, but if she does make a move on you, she's going to find out just how sharp my claws really are," she said.

"I've got to inform the higher-ups," said Flash as he reached for his radio. He then noticed the concerned look on Felicia's face. "You don't approve of this kind of work, do you?"

"You're more or less an assassin," Felicia pointed out.

"I'm taking down terrorists before they have a chance to hurt anyone, and if it weren't for this job, we wouldn't discovered a cure."

"Flash, I know you're a soldier; it's really the symbiont I don't like. I have a friend who was terrorised by Eddie Brock when he first wore it. In fact, she's still terrified by it. I just don't want to lose you to that thing."

"I promise that won't happen," said Flash.

"I'll hold you to that."

At Horizon Labs, Flash's superior had just given them the good news.

"You mean there is a cure?" Gwen gasped.

"This is tremendous news, general, but I don't see how it's possible," said Reed. "It would take days to formulate one."

"The cure actually lies in the blood of Eddie Brock, who you might know as the vigilante Anti-Vemon."

"We know who he is, general," said Gwen. "But somehow, I don't think we can convince him to help us. He wasn't exactly stable before he was infected with the symbiont."

"Fortunately, we don't need him. We just need his blood," said Reed.

"We do have an agent in the field en route to collect the target now."

"I should back up; Eddie Brock is not to be trifled with," said Gwen.

"Normally, I wouldn't give this sort of information to vigilantes, but I would say the circumstances have changed drastically."

"Just give me the coordinates," said Gwen.

"Never thought I'd see the day that we need Eddie Brock," said Harry.

Gwen shrugged. "I suppose I should try and keep an eye out for MJ and the girls; they were supposed to come here."

"Given the chaos that is going on in the city, they might find that difficult," said Harry.

"What about Stanley?" Gwen asked.

"Fortunately, he is with his stepmother at the moment; I wanted Normie to spend some time with him, but all of them aren't in the city at the moment. Thank goodness."

"Let's just hope they have a home to get back to," said Gwen.

Peter and Ben were meanwhile with Jonah as they had just entered the NYC emergency control centre.

"Jonah, why are we here?" Peter asked.

"I was going to ask the same question," said Ben.

"I'm bringing a specialist with a long history of pacifying spider-powered threats," said Jonah. "I had him shipped in from Rykers. With his help, we might be able to get everything under control."

His help turned out to be none other than Alistair Smythe.

"Alistair Smythe?!" Peter stared.

"Gentlemen," said Smythe.

"This is completely insane," said Ben. "Jonah, you can't seriously want his help? He killed your wife!"

"Quiet!" Jonah snapped. "If I hear one more word from either of you two, you'll be locked up."

He then turned to Smythe. "Okay, Smythe. I've got an entire city filled with spiders that need to be stopped, and you're going to help me."

"Help you?" Smythe sneered. "You were in my life—my father's—with your pretty bug hunt. You have been pulling strings to get me on death row! And you really expect me to help you?" Then suddenly, a small smile appeared on Smythe's face. "Of course, you've been infected too. That's the only reason you've come to me."

Suddenly, completely out of nowhere, Jonah began to transform into a spider. He instantly launched himself at Smythe, whose expression suddenly changed.

"What the hell is this?" he gasped.

Both Peter and Ben quickly grabbed Joan and pulled him away from Smythe.

"What just happened?" Ben asked. "I thought he just got his powers; he shouldn't have transformed so rapidly."

"I don't know. Clearly, the mutation suddenly accelerated for some reason," said Peter.

"Keep him back!" Smythe wailed as Jonah snapped his razor-sharp fangs at him. "I'll tell you everything you need to know! The answer is so obvious! It's Spider-Slayers. I—I can explain…"

"Oh, now he wants to talk," said Ben, rolling his eyes.

"As much as I hate to admit it, Jonah's right; he might be able to help us," said Peter.

Jonah's men then arrived and pulled him back, but there had been a brief fracas between them. Clearly, Jonah chose his men very carefully, making sure that they were anti-Spider-Man. During the scuffle, both Peter and Ben lost the hold on Jameson and immediately pounced on Smythe, plunging his fangs into his neck.

Smythe cried out in pain, and Peter and Ben quickly pulled him off. Ben webbed Jonah to the floor while Peter placed his hands against Smythe's wounds.

"We need a medic here!" Peter yelled.

The medics quickly rushed into the room and tended to Smythe's injuries.

"What should we do with him?" Ben asked, gesturing to Jonah.

"Just keep him locked up," said Peter.

"But he's the mayor," one of Jonah's men protested.

"I know he's the mayor, but currently, he has eight legs," Peter pointed out.

"You think this is some kind of mine-controlled going on?" Ben asked.

"It's possible; every single spider we come across's working with one another. There has to be some intelligence behind it."

Peter then turned to Smythe as the medics took him away. "I just wish that Smythe could tell us more."

"All he said was that Spider-Slayers were the key, but I don't see how," said Ben.

"Well, we better figure something out soon because we're running out of time," said Peter.

"Maybe we can come up with something?" Ben suggested. "If Smythe is able to figure something, then surely Peter Parker's can."

"Or two of him," Peter smirked.

MJ was still making her way over to Horizon Labs with the girls, which was now even more difficult now that the entire city was swarming with spider people.

"This way, girls!" said MJ, dragging them down anyway.

"Where's Daddy?" May asked.

"Believe me sweetly, I wish I knew, but he could be on the other side of the city, for I know," said MJ.

"We can fight back," April pointed out.

"I know you girls can hold your own, but there's just too many of them to fight," said MJ.

Unfortunately, they ran into a dead end, and spider people were now crawling towards them. The spider people instantly launched themselves at them, and the girls quickly jumped in, knocking them back.

Unfortunately, one of them got past them and headed straight towards MJ.

"Mommy!"

"Mama!"

Out of pure instinct, MJ swung her fist, and suddenly, the spider person flew backwards the moment it made contact with her fist.

MJ looked at her fist and smiled. "Well, what do you know…" She then somersaulted backwards and began climbing up the wall. "Gotta say, it's about damn time."

The girls then quickly joined her and beamed.

"Mommy, you've got spider powers now," said May.

"So it seems," said MJ.

"But does that mean you'll turn into a big key spider too?" April asked, concerned.

MJ smiled at her. "I'll be fine, pumpkin. Now you girls on tight, I'll get us out of here."

She then fired some webbing, and the girls quickly grabbed onto her waist. She then began swinging through the air.

"Are you a superhero now, Mommy?" May asked.

"I'll certainly try and help, but I most certainly do not want to turn into a giant spider," said MJ.

"If you are going to be a superhero, you're going to need a name," said April.

"I've got one, it's Mom," MJ smirked.