All three of them got ready to fight. Miles notices the spots on this Kraven's body similar to the ones he saw on his Doc Ock. his spider senses were going off like crazy he couldn't tell because of Kraven or from Miguel going feral again. So far his spidey sense never really went off when Miguel is like this. Miles would have to make a mental note on that but right he has a problem. Both Miles and 42 try to get past Miguel who was in front of them. Every time they do Miguel would pin them back not wanting them to get close to Kraven.

"Stay!" Miguel or Spider Miguel hissed at the two Miles not taking his eye off Kraven. Kraven just laughed at this, amazed by what he saw.

"I see. Mother protecting her cubs. How cute." Kraven said but his voice seemed off like someone else was talking over him. The second voice sounded familiar to Miles. And his eyes seem glossy, like he not fully there.

"Doc Ock?" Miles asked. Kraven slowly clapped his hand to get a question right.

"You like my new trick I learned? I should thank you, now I can control people and show people things my way. But in order to do that I going to need your big friend other there." the control Kraven pointed at Miguel "Let's just say he has something I need."

"Like hell, we going to let you have him!" 42 said not like the idea of what crazy Doc Ock is planning he ready his batons. He fought Kraven many times all he has known him that one person don't want to fight alone.

"Let the hunt begin!" Kraven then threw some at the spots at, aiming towards the Miles. But they were caught by Miguel too much everyone surprised. The spot should be intangible. Miguel crushed the spot in his hand and growled louder.

"THREAT! KILL!" Spider Miguel rushes toward Kraven with all 20 claws out ready to slash. Kraven barely was able to get out of the way attack. 42 tries to sneak up behind Kraven ready to attack him till Kraven grabs him from behind and threw 42 at Miguel. Spider Miguel manage to grab 42 which pissed Spider Miguel more.

'How dare he throw my Spiderling!'

'Let me take over!' Miguel said trying to take control of his body but his Spider side refused. 'It' was getting harder to regain control.

Meanwhile, Miles tries to web up Kraven who slashes his dagger at Miles while throwing his spots. One of them teleports him to the other side of the room.

"I really hate those things," Miles said thinking way back to when he was fighting the Spot. Compared to Kraven the Spot was more like a final boss while Kraven was annoying mid-boss.

"I fought better." Miles mocked as he remembered the pattern of how the spots work. He uses one of the webs and shoots at one of the spots. The web then hit Kraven in the back. Miles then pulls causing Kraven to fall in the spot and closer to him and Miles punches him the stomach. Kraven stubbled back by this. He barely had time to see Miguel coming out of nowhere and was about to punch him. Kraven ducked before Miguel's fist connected to his face, if he didn't Kraven's head would be a bloody mess on the wall as Miguel's fist connected to the wall creating a huge crater.

"Shit." 42 wince not wanting to think about what would happen if Miguel hadn't missed. Miles got to end this before Miguel really hurt someone. Miles then web up Kraven's leg making it hard for him to move. Before Kraven can summon his spots to break free, Miguel then grabs Kraven's arms and was about to finish the job. When Miguel's hand connects with Kraven's Arm both of them glitch out in pain. Both of them yelled in pain as this then Miguel was launched across the room. Miles rushes toward Miguel while 42 rushes to Kraven to make sure he is alright and not dead at least.

"Miguel are all right?" Miles said seeing Miguel twitch in pain from the glitching.

"I-I'm fine," Miguels said. Miles sighed in relief glad Miguel was back to himself again for now. Miguel dissolved his mask as it was starting to feel uncomfortable. As he looked up he saw Miles's shocked face or should he say faces. There are like 8 of him now. Thinking his eyes are playing tricks on him he rubs them hope that would fix it, but no advil.

"Uh, Miguel… that not going to work."

"Why?"

Miles doesn't know how he going to tell his boss that he has 8 eyes now. The new set of eyes were full red while his normal ones were glowing more than usual. Miles decides to show Miguel his face knowing with his phone. He turns on the camera on his phone to show Miguel his face. Miguel was about to have a panic attack seeing he now had 8 eyes. Without thinking he screeched in horror and it was so loud that both Miles and 42 had to cover their ears. Even Kraven woke up from his daze. Miguel quickly covered his mouth not realizing how loud it was.

"Look at Brightside, you never have to buy glasses ever again." Miles tries to lighten the mood. But only got a death glare from Miguel.

"W-where am I?" both Miles and Miguel turn back to Kraven who woke back up. He also no longer has the spots on his body. 42 ready his weapon if Kraven tries anything funny

"We are asking the question. What the hell was that Kraven." 42 said in a stern tone Kraven was tied up and outnumbered.

"That crazy bitch did something to us! The other Doc Ock, after the collier exploded it was like she changed into some kind of monster. She can take control of people and she looking for big scary friend there." Kraven said looking at Miguel wish he wasn't tied up he would love to hunt Miguel down. "Your friend has something."

"Me? What do you mean?" Miguel asks to try to make sense of what Kraven is saying

"I don't know comrade. But I hate to be you right now."

"Hey Kraven, is still here?" 42 asked. Both Miles and Miguel wondered why would 42 ask about the Lizard.

"Yea. he is still down in the basement, he hasn't left his lab in weeks. He wasn't a huge fan of the lady Doc Ock. and now I don't blame him." Kraven said now wishing he took Dr. Connors's advice. 42 nodded then Miles Wrap Kraven up not wanting to him escape and warn the others. Miguel could help but smirk by this.

'Spiderling wraps prey up nicely. Now we can eat' the spider said with please. Miguel have shaken his head trying to shut it up.

'Were not eating anyone.'

'But Spiderlings is so small and we are hungry.'

Miguel just groans at this. He decide to just ignore it and then went up to 42 who was surprised to see Miguel with 8 eyes now Miguel quickly put his mask back on not liking the unwanted stares. "Why do want to know where is?" 42 was about to answer not before knocking Kraven out not wanting him to hear what he have to say

"He is my uncle inside job. That's how my uncle and I found out about your Doc Ock. He might be able to help with…this too. He is a geneticist so may know something about the issue you have been having." 42 said that Miguel also really doesn't want the older spider to see him as future food. Miguel thought on this and 42 does have a point. If Miguel was back in his Earth he would probably be able to make something to suppress the glitching but right now he traps and he has no idea when the glitching will get worse or when Spider half fully take over.

"I know how we can get into the basement, hopefully, he's there." 42 said as he grabbed his stuff. Miguel nodded then turned to Miles.

"Miles I … need your help with something."

"You asking me for help? Man can't wait till Hobie owes me 20 bucks." Miles snickers from a bet he made Hobie to see who will Miguel asked for help first. Miguel's rolled his many eyes thinking of course they would make a bet.

"Just help me ok?" Miles nodded then Miguel took off his watch which made Miles look at him as if he was crazy.

"What you doing man?!"

"I'm going to collaborate my watch to give guys a heads up warning when…the other me talk over. Right now see you two as Spiderlings. So that one good thing." Miguel said as tinkered with a watch trying to go as fast as he can before he glitch out. Easier said than done since his hands are bigger now and he can't even retract his claws now. Miles has held the watch steady. After about what felt like ten minutes, Miguel was finally done with the watch he then ask Miles to give him his watch for a second. Miles nodded a gave him the watch, Miguel put a chip in it and then gave it back.

"This should give you a heads-up warning when the other side takes over." Miguel said as placed his own watch back."And Miles…" Miles looks up at him

"Yea?"

"N-Nevermind. Don't worry about it." Miguel said with a grim look. Not something Miles liked the look of. Making Miles wonder what he thinking.

"Hey, you guys are ready?" 42 asked, waiting for them to finish up. Both Miles and Miguel nodded as they headed out. 42 lead the way he figures the stairs and elevator are down. It doesn't help like on the 70th floor and the building looks bigger on the inside. Lucky for 42 he remembered where most of the places they needed to go were when he worked under the Sinter six. Unknown to the three of them they were being watched from afar.