Peter, MJ and the girls were seeing Aunt May and Jarvis off at the airport.
"You sure you will be all right, Aunt May?" Peter asked.
"I'll be fine, Peter. I'm heading to Boston, not Antarctica," Aunt May chuckled.
"I know, but you've never left New York before."
"I can assure you, Peter, that I'll take care of your aunt," Jarvis assured him.
"I know you will, Jarvis," Peter sighed.
Aunt May hugged him. "I'll miss you, Peter." She then turned to the girls and smiled. "And I'll miss you two as well."
May and April instantly ran over to Aunt May and hugged her.
"We'll miss you, grandma," May cried.
"You have to go?" April asked.
Aunt May stroked their heads. "I'm afraid like New York is too much for this old woman. It's time for a change."
"We're going to miss you having around, May," said MJ as she hugged her.
"I know, and promise me that you look after Peter," she said, smiling. "He needs a strong woman by his side."
"Oh, don't I know it?"
"Hey," said Peter.
Everyone laughed.
They waved Aunt May and Jarvis goodbye as they boarded their plane.
"So, is it true that Carlie has spider powers?" MJ asked.
"So it myself and Harry can testify," said Peter.
"Does that mean she's going to help you fight crime like Auntie Gwen?" May asked.
"She has shown an interest," Peter admitted. "However, I still have no idea how she got those powers, and I don't think she does either."
"You mean they just showed up out of the blue?" MJ frowned.
"Yeah," Peter nodded. "I already informed Reed, but as you know, he's neck-deep in work, so you know how long his neck is."
"So you're heading back to the office?" MJ assumed as she and the girls got into a cab.
"Yeah, I need to figure this out," Peter nodded.
"All right, then me and the the girls will head back home."
Peter kissed MJ goodbye and watched as the cab drove off.
"I really hope that what happened to Carlie is an isolated incident, but one of the chances that this would spread across the entire city?" said Peter.
MJ, the girls soon managed to make it to New York and found the entire place in chaos. Dozens of people were dressed up as Spider-Man, causing untold chaos.
"Mommy, what's going on?" May asked.
MJ wished he had an answer to that question, but she drew a blank.
However, her thoughts quickly turned when she saw one of the phoney Spider-Men tossing a placement board, which ironically had a picture of her on it, where a kid was standing. Without thinking, she quickly dived and pushed the kid to safety before it hit them.
"You're gonna be okay," she assured the kid.
"Quick thinking, Red," said a Spider-Man.
"Is that you, Tiger?" she asked without thinking.
The pretend then grabbed her and pulled her towards him, lifting his mask above his mouth and licking his lips hungrily.
"Oh, I'll be your Tiger, Pussycat," he said in a lusty tone. "I'll be anything you want."
"Leave her alone!" said a pair of voices.
The pretender then got smacked in the face by two tiny fists, courtesy of May and April.
"You okay, Mama?" April asked.
MJ smiled at them. "Thanks to you girls."
"You squirts beat me to the punch," said a voice, and they saw that Ben Grimm had arrived.
"Glad to see you're okay, MJ," said Gwen as she landed next to her.
"Gwen, am I glad to see you," said MJ, relieved. But why isn't Ben with you?"
"I had to tell you to stay on the sidelines," Gwen explained. "With so many fake Spider-Men running amok, we can't tell who's who."
Cloak then suddenly materialised, and jumping out of his cloak were the Avengers, who immediately began to engage with the pretend Spider-Men.
Reed then stretched over to her. "Mrs Parker, are you and your daughters all right?"
"We're fine, Dr Richards," MJ assured him but looked deeply concerned. "But what is going on here, and where is Peter?"
Peter made it to the Parker Industries building and is working with Harry to figure out what happened to Carlie.
"Good thing she was kind enough to give us a blood sample," said Harry.
"It took a lot of convincing, though," said Peter, frowning. "Unfortunately, we don't have the equipment to study the sample in depth."
"Horizon Labs aren't too far away, and they have a much better set-up than we do," said Harry.
Peter nodded. "We head over to Horizon Labs right away; I have a feeling they're going to need all the help they can get."
Hobie then quickly rushed in. "Have you heard the news the entire city is falling with Spider-Men and that they are going on a rampage?"
"So, not an isolated incident," said Harry.
"You know where has been attacked?" Peter asked Hobie. "According to the news, these Spider-Men wannabes are attacking Times Square, Bryant Park and—"
Peter's eyes widened. "MJ and the girls are there. I have to get down there fast. Hobie, ensure every sensitive piece of equipment here is carefully under lock and key. Then make your way to Horizon Labs and hut with security there; I'll come as soon as I can when I know my family is safe."
Hobie nodded and ran off.
"You stay safe out there," said Harry.
"Come on, when I not careful?"
Peter immediately swung over to Bryant Park and landed on a nearby rooftop. From there, he could already see Jonah's Anti-Spider patrols moving in to assist the Avengers. He was just about to jump in to help when Ben suddenly grabbed him and pulled him back.
"I wouldn't go down there if I were you," said Ben.
"Ben?" Peter stared. "Are you crazy? Have you seen a chaos down there?"
"That's exactly why we shouldn't jump in," said Ben. "If you jump down there right now, what do you think the Avengers are going to do you? Tell them you just look like another punk in any Spider-Man man costume, and they'll beat you down just like everyone else."
"But my family is down there," said Peter.
"Gwen already got MJ and the girls to safety," Ben assured him. "But we're stuck on the sidelines, and I hate it just as much as you do."
Peter slammed his hands against the terrace in frustration. "So we just stay up here and watch while everyone else is fighting?"
"We can't really do anything else."
Peter looked down to his surprise; he saw Carlie in the thick of it, helping Jonah's men.
"Is that Carlie down there?" Peter stared.
Ben leaned over. "Yeah, and it looks like she's helping."
Watching Carlie gave Peter a crazy idea.
"You're right. We can't help as Spider-Man and Scarlet Spider, but maybe Peter Parker and Ben Reilly can," said Pete as he removed his mask.
"Whoa, hold up, Pete," said Ben. "What about the whole secret identity thing?"
"Ben, today everyone has spider powers; possibly only time will be able to use our powers in public," said Peter.
"I suppose it's better than watching on the sidelines," said Ben as he removed his mask.
The two of them then jumped down into a nearby alleyway and removed the rest of their costumes before charging out into the open. They had to conceal their web-shooters as everyone seemed to have organic web shooters, but no one could tell the difference.
"Peter?" Carlie stared as he jumped in to help. "So you got spider powers too?"
"Yeah, and after watching you, I figured you could use some help," said Peter.
"Glad to see you're seeing things from my point of view," Carlie smiled.
"I wouldn't go that far."
Apparently, everyone else and the crowd watched them fight on, and it inspired them to help. Soon, the wannabe Spider-Men were overrun by sheer numbers and eventually taken down.
"So what we do with them now, Stretch?" Ben Grimm asked. "Ship them off to the Raft?"
"Definitely not," said Reed. "This is an infection. We can't risk exposing the other inmates to these men."
"No joke, imagine if every single supervillain had spider powers," said Peter.
"It's about time you Avengers showed up," said Jonah as he walked up towards them. "Of course, we have to take the common New Yorker to finally put an end to this Spider-Menace." He then looked at Peter and shook his head. "Now I have seen everything. Parker with spider powers."
MJ quickly rushed over to Peter and wrapped her arms around him, kissing him.
"So, how do you think I do honey?" Peter smiled.
"You were spectacular, Tiger," said MJ.
"You're our hero, Daddy," said May as she jumped into his arms.
"You were so cool," April beamed.
Jonah immediately ordered the entire city on lockdown, preventing anyone from entering or leaving.
May and Jarvis were currently in Boston watching the news.
"What a time to leave New York," said Aunt May. "Oh, I hope and pray that Peter is all right."
"I'm sure that he's fine, dear," Jarvis assured her. "Mr Stark is keeping me updated on the situation, and he says Peter and the girls are doing just fine."
"How do you think this happened?" Aunt May asked.
"I have no idea," said Jarvis. "But New York is home to several smart individuals, including your nephew; I'm certain they will find the cause of this and a cure."
Just as Peter predicted, Johan had demanded Horizon Labs to find a cure for this spider virus. Harry was there with Max and Reed as they reviewed everything they had discovered.
"Peter, glad you made it," said Harry.
"I see Horizon Labs hasn't wasted any time finding out what is going on here," said Peter.
"Max was very gracious in the use of his Labs since the Baxter Building is on lockdown," said Reed.
"Ah, I see the two of you have already met," said Max, looking between Peter and Reed.
"Mr Parker was my lab assistant a few years ago before he started his own company," Reed explained, then reached out to Peter. "While you're here, I need to take a DNA sample of your blood."
"Why?" Peter asked.
"I need enough samples of human and spider DNA, though I would prefer if I had access to patient zero of this epidemic," said Reed as he took a sample from Peter.
"How do you think it'll take you to find a cure?" Peter asked.
"Fortunately, you and Mr Lyman already got a head start, but I still think you'll take a few days," said Reed.
"I can't thank you enough for the additional security," said Max graciously. "Mr Brown is a tremendous help."
"We're all in this together," said Peter.
"Oh, Peter, I do have a small favour to ask of you," said Max.
Max's favour request turned out to be trying to modify the supervillain weapons in the NYPD superhuman evidence locker for Jonah's Anti-Spider squad.
"So, your business partner asked you to make weapons with his squad," said Carlie, surprised as she led him to the evidence locker.
"Yep, and I wasn't in a position to decline," said Peter regretfully. "Honestly, who gave Max this silly idea."
"Uh, that was me," Carlie admitted.
"What?!" Peter stared.
"Well, I was thinking about how Captain Watanabe used some of this to become the Wraith and—"
"—And now I've been benched on the biggest pandemic the world has ever seen," said Peter, rolling his eyes. "Thanks a lot, Carlie."
"Don't be like that, Peter," she said. "I'm just trying to keep you safe; I'm sure MJ and your daughters will be heartbroken if something happens to you."
"All right, Officer Cooper, what can I offer you in spider-related weaponry?" Peter asked in a sarcastic tone.
"Actually? I could do was an actual web shooters," she said, holding out her hands. "I'm running… well… Running a little dry."
"Ah, of course, organic web shooters," said Peter, some of the Chameleon shooters in the evidence locker. "You just have to drink more fluids and eat starchier foods. You'll 'fill up' faster. In the meantime, you can use this set of Chameleon shooters."
"How do you know all about this?" Carlie asked suspiciously.
"I'm friends with Spider-Man and his friends, remember," said Peter. "So why exactly do you want to suit up?"
"Well, I got a lead on who is behind this."
Peter's eyes widened. "Really?"
"Yeah," Carlie nodded. "An old Spidey villain. The Jackal. It makes sense, right."
"Yeah, it does," Peter agreed.
MJ, meanwhile, was back at the apartment with the girls and talking to Gayle on the phone.
"Mary, are you sure you're all right?" Gayle asked.
"I'm fine, Gayle, we all are," she said. "What about you and the boys?"
"We're good too; whatever's happening in New York hasn't happened in Queens," he said, somewhat relieved. "I've already called May, and both she and Jarvis are fine, but can't seem to get a hold of Peter."
"I'm sure Peter is in the thick of it somewhere trying to fix this mess," MJ assured her.
"What about you? Do you have spider powers?"
"No, I'm still ordinary Mary Jane," she said.
"I wouldn't call you ordinary, Mary."
"I'll take that as a compliment."
"Just try to stay safe, Mary."
"I promise."
"It Auntie Gayle, all right?" April asked.
"She's fine, along with your cousins," MJ smiled.
"When will Daddy be back home?" May asked.
"I don't know, sweetie. This epidemic is keeping him very busy, but I'm sure he'll come home the second he's able to."
"I hope he fixes everything soon because I miss seeing Wes and the others," said May.
Schools had to be cancelled due to the pandemic, and everyone was advised to stay home. That said, it didn't stop everyone from swinging around on their webs nor prevent tourists from sneaking into the city.
MJ bent down and hugged both girls. "You know your father, and since when has he let any of us down?"
"Never!" the girl smiled and hugged her back.
Flash was currently in a helicopter flying over one of the bridges. Apparently, a humanoid spider named Spider-King was breaking through one of the cordons. Surely, this could not have happened worse day as he was unable to reach Felicia, and he just recently discovered that his father was in hospital due to his liver failing him.
Flash never had a good relationship with his father; in fact, he was part of the reason for making the bully he had been in high school. He hoped he would live long enough to see him and Felicia marry.
"Thomson, as you know, a huge portion of the city has been infected with spider powers," said the general as he prepped for his operation. "You and your symbiote are the best resources we have to combat this. Currently, there is a giant spider beast doing massive damage to one of the cordons, and we need you to bring it to life."
"You make it sound so easy, sir," said Flash.
Flash had been doing his best to keep the symbiote from messing with his mind. Apparently, the army hadn't been able to rid the consciousness of it after all. Plus, no one had forgotten the damage that Eddie Brock had done when he was Venom, and Flash did not like the prospect of fighting his hero Spider-Man, who he knew had a long, complicated history with Venom.
Once he was over the bridge, Flash immediately began to engage with Spider-King, but whoever he truly was, he was incredibly skilled. He counted almost every one of Flash's moves and hated to admit it, but he was also far stronger than him.
Spider-King finally knocked him back into a truck and was about to deal the final blow. However, appearing out of nowhere and dealing a devastating kick to him was Black Cat.
"Claws off, creep," she said. "No one hurts my man."
Flash stared at her. "Felicia?!"
Felicia turned and smiled at him awkwardly. "I was going to tell you before the wedding, but I couldn't find the right moment."
"B-But how do you know I was Agent Venom?" Flash blinked.
"Please, this isn't my first rodeo with someone with a secret identity," she said. "Now, what you say is that we take this guy down, and we can talk about the whole secret identity thing."
Flash was not going to argue that he could do it with the help. The two of them engaged with Spider-King and, with their combined effort, were able to bring him down.
Carlie insisted on heading straight to Empire State University, and Peter began to follow her, hoping to convince her not to, but it was all in vain.
"I still think this is a bad idea," said Peter.
"It's okay, Pete," said Carlie. "Look, I know you want to help, but I have training. I'm better equipped for this than you are."
"Maybe, but shouldn't we at least inform your colleagues about your theory?" Peter asked. "I, for one, know exactly how dangerous the Jackal is."
"I've seen the reports," said Carlie. "He used to be your science teacher here in Empire State, right?"
"Yes, he was also insanely jealous of me for dating a student he had feelings for. When she died, he even went as far as cloning her."
"I admit the guy is still deranged, but we're just investigating," said Carlie as she broke the door off to an abandoned lab. "If you're scared, you can go outside. I think any less of you."
Peter rolled his eyes and followed her into the lab, which was completely empty. "Okay, there's nothing here. Let's go."
"Cut it out," she said. "We should keep looking because you never know when you'll turn up a clue or something will leap out right in front of you."
No sooner had she said that than dropping from the ceiling were White Rabbit, Chance and Scorcher.
"You know our orders, wipe them out," said Scorcher.
"Look, Peter, isn't this great bad guys?" said Carlie excitedly.
"How is that great?!" Peter yelled.
"This means that they were here guarding the lab, which means the Jackal is involved," said Carlie.
"You can pat yourself on the back later when we're not being assaulted by supervillains," said Peter. "Now, follow my lead and jump!"
They jumped into the air just in time to avoid Scorcher's flamethrower. They try to snack on them with their web shooters, but they soon discover they also have spider powers. When White Rabbit managed to kick Carlie across the face, Peter realised that he had to stop holding back.
He then began using the training Shang Chi taught him to good use and mood with incredible speed and agility. Within seconds, he managed to pin White Rabbit down and took her out of the game.
Carlie just stared at him, bewildered. "Whoa. Peter, how did you do that? I haven't even seen Spider-Man move like that. Also, why could you do that earlier before I got kicked in the face?"
"I can explain later," said Pete as he finished wrapping up the rest of the villains. "More importantly, are you okay?"
"I'm fine, but you've got some explaining to do," she said, looking at him suspiciously. "I mean, you're not only half spider; now you are also half Jackie Chan."
Peter soon realised that she was getting suspicious, and he had a feeling that nothing you would say would satisfy her except the truth.
"Okay, I'll explain everything, but not in front of the supervillains," said Peter, gesturing to the webbed-up villains.
"Fair enough," said Carlie as she picked up the villains. "I'll take these three to a special containment cell. Now that we know my Jackal theory is correct, you can call your Jackal expert."
"Come again?" Peter blinked.
"Spider-Man, genius," she said with a suspicious look. "Bring him over to the precinct, and the three of us can talk."
"Oh, he'll be there," Peter promised as she left the lab. He then facepalmed himself and shook his head. "How do I get myself into these crazy situations?"
Unbeknownst to him, he was being observed by Jackal by a security camera. Apparently, he was sitting there eating popcorn as if he was watching a TV show.
"This gets more amusing by the minute," Jackal laughed. "Now his policewoman friend wants to see him and Spider-Man at the same time. How is he going to pull that one off? This show never gets old."
"Nice girl," said Tarantula.
"Please, she is no Gwen Stacey," Jackal scoffed. "And Parker quickly forgot her and replaced it with that red bimbo."
"I'm so glad that you find this amusing, Jackal," said the voice of his mysterious benefactor. "We, however, are not. Parker and that policewoman are closing in. This does not fill us with confidence."
Jackal then rose to his feet and turned towards the mysterious woman in the shadows. "Ma'am, may I?"
"You have permission to speak," she said.
"Everything is going according to schedule on phase II," said Jackal. "And very soon, another major city will be infested by spiders."
The military came in and extracted Spider-King. Felicia came with him, and it took a lot of convincing to allow her into the secret facility.
"I trust that you keep your mouth shut, Mrs Hardy," said the general, looking directly at her.
"I know how to keep a secret," she said and then looked at Spider-King. "So, just who exactly is this guy?"
"That all were trying to determine to find out," said one of the scientists. "It's a shame that we don't have any of Spider-Man's DNA and compare."
"Don't suppose you have any new, babe?" Flash asked.
Felicia smiled. "I'm fresh out, I'm afraid."
"You two are too cute," said the scientist.
"Joking aside, we still do not know how this virus spread, and we need to figure that out," said the general.
"Then let's ask this guy?" said Flash and turned to look at Spider-King. "You gave us a lot of trouble, pal, but the gig is up. Now spit it out."
"Spit it out," said Spider-King.
Then suddenly, to their utter astonishment, he began spitting out a number of spiders right out of his mouth, which began to swarm.
"What's going on here?" the general demanded.
"Gross," said Felicia, looking as if she was going to be sick. "He's vomiting out spiders."
"And I think I know why," said a scientist stunned. "That's how the virus spread, but don't worry, so he safely contained and—"
Unfortunately, no one noticed that he also began spewing acid on his restraints. By the time they realise he managed to crack open the containment cell he was trapped in. Flash quickly transformed into Agent Venom and began fighting against Spider-King a lot more viciously than before.
Felicia managed to evacuate everyone into the next room, and they discovered something rather shocking.
Flash had managed to overpower Spider-King and was just about to finish him off.
"Flash, don't kill him!" the scientist yelled over the comm.
"Give me one good reason why not?" said Flash.
"He's Captain America!"
They eventually safely contained Spider-King in more suitable restraints when they tried to figure out what had happened to Steve Rogers.
"You're seriously saying that this is Captain America?" Felicia stared.
"The results don't lie," said the scientist.
"We clearly need more information about who we're facing," said the general. "Thomson, you going to have to use your symbiote to mimic his form and infiltrate the enemy. We need to find out what is going on."
"There's no way I'm going to let him infiltrate the enemy without backup," said Felicia strongly.
"Which is why you're going to shadow him, but you're only to intervene if I give the order," said the general, looking at her firmly. "Do I myself clear?"
"Crystal," said Felicia.
"Then let's do this, Babe," said Flash as he began to take the form of Spider-King.