Flash, after a lot of persuading from Felicia, went to visit his father, who was now practically on his deathbed.

"Dad," said Flash as he entered his room.

His father looked at him and gave him a weak smile. "I didn't think you would come."

"Sorry, but in fairness, it is a little hectic outside," he said.

His father then looked at Felicia. "And I imagine your fiance also gave you quite the earful."

"It wasn't easy; your son is very hardheaded," Felicia smirked.

"He gets that from me," he said, laughing and immediately coughed.

"Save your strength, Dad," said Flash.

"The last time I saw you, you were in a wheelchair," said his father, looking at his prosthetic legs. "I take it those are the new prosthetics that Parker boy made for you."

"Yeah, and they're better than anything the doctors gave me," Flash smirked.

"Funny that you would help you, considering the number of times you bullied him in high school."

"Peter is not the kind guide to hold a grudge, that is unless you're Norman Osborn, of course."

"Can't say I blame him; at least Osborn and I have one thing in common. We're both terrible fathers."

"You're nowhere near as bad as Norman Osborn," said Flash.

"Given what the man has done, that's not exactly high praise, but I am sorry about everything. I wish I could have told you this sooner, but I'm proud of you."

Flash looked at him, speechless.

"I mean it," he said. "You've managed to turn your life around and have a beautiful fiancé. I only wish I lived long enough to see the two of you married." He then looked at Felicia. "Promise me you'll look after him for me.

Felicia began to cry. "I will."

"Good, because he needs a strong woman now more than ever."

Flash grasped his father's hand as tightly as he could. "You can fight this, Dad. You've always been a fighter."

"I'm afraid there are times when you just have to throw in the towel," he said weakly. "I'm just happy that I get to see you in my final moments."

"Dad!"

"I love you, son."

He then closed his eyes, and his hand went limp.

Flash then burst into tears, and Felicia gave him a big hug.

The two of them remained as they watched the nurses take his father away.

"I should've come sooner," said Flash.

"He got to see you, and that's all he ever wanted," said Felicia as she rested her head on his shoulders.

"Are you still uncomfortable about me wearing that symbiont?" Flash asked.

"It does unearth me, but I made a promise to your father, and I'm going to stick to it," she said.

"Agent Venom, you have new orders," said a voice on Flash's comm.

Flash groaned, and Felicia sighed, knowing what this meant.

"You've been called back to duty, haven't you," she said.

"Unfortunately," he said and reached for his comm. "What are these new orders?"

"You have clearance to eliminate the target. Eliminate the Queen."

"We want me to take down the big boss," he said. "I am sorry, Babe."

"They should be the ones that are sorry," Felicia scolded. "Your father just passed away because at least give you time to mourn."

"I'm a soldier; I don't have time to grieve."

Felicia sighed. "Just don't try to get yourself killed."

"I'll be fine, I promise," he said and then left.

Felicia sat down and shook her head. "Is this how you felt every time Peter put his own life at risk, Mary Jane?"

Flash suited up, made his way to the Queen's hideout, and found the place was a complete mess. Flash assumed the Queen had some sort of tantrum and killed all of Warren's clones. He finally located the Queen, who made one of her thralls and gave her a manicure.

Apparently, whoever this spider was didn't do a good enough job, and the Queen turned on him, looking at her broken nail.

"Look at what you've done," she said as the spider cowered in the corner. "It would appear the good old professor's predilection towards cloning former students doesn't make for decent manicurists, does it, Mr Thompson?"

At first, Flash thought she was talking to him, but then it dawned on him that the spider below was a clone of him, which was disturbing. While her back was turned, Flash pulled out his gun, aimed directly at it, and fired it. However, to his surprise, she somehow managed to stop the bullet before it even touched her.

"Going to bowl this for a second," she said, and she pulled Flash's gun out of his hand and then shot his client.

"No!" he yelled.

The Queen suddenly moved with lightning speed, grabbed his throat, and tossed him across the room.

"Well, you certainly botched your mission up, soldier," she said, beginning to strike him relentlessly. "Fighting for your country is so noble? Did you know that during World War II, there were very few women in the Marines? I joined anyway. Can you even imagine the price that I paid for my country?"

"Cry me a river, Lady," said Flash as he rolled to avoid her punch.

He then swung his fist at her, and she easily blocked his attack. "They repaid me by involuntary radiation testing. They put me in an asylum—The Cavalcade of Misogynists and Perverts. Then my powers began to emerge in the old paid the price."

She then unleashed a sonic scream, which ripped the symbiont right off him. She then grabbed his throat and lifted him up into the air.

"I will eradicate all governments," she said. "Doing away with these protective barriers guarding the individual from accountability. All will be one in the web, but you will be here to see it."

Flash, really, for this was going to be the end, but suddenly, out of nowhere, his spider clone pounced on the Queen and plunged his fangs into her neck.

Flash used this opportunity to re-bond with the symbiont and then made his getaway. He then tried to lay a trap out for her, which initially worked, but she sent him flying with a simple back fist. She then used her screams to disrupt the symbiont around his face and began to pump him.

"Better humble," she said. "So much sexier this way, soldier. There's an intimacy to taking a life. To be the last face and will ever see. The closest bond two people can share." She finally stopped pummelling him, and she began to trace her hands over his chest. "It's arousing. This gets me purring and gets me revved up more than taking over some city. To mount you. To dominate you. To be the last woman you'll ever touch…"

Suddenly, she was kicked across the face, and Flash looked stunned to see Felicia standing there in costume.

"Get your filthy hands off my man, you bitch!" she hissed.

Spider Queen glared at her. "I'll take what I want, thanks; I might even let you watch hussy."

"Sorry to interrupt, Queen," said a voice, and everyone looked up and saw Steve Rogers jumping down from the helicopter, "but Central Park has rules against fornication, and we've got a fight to finish."

He then struck her with his shield, knocking her back. However, she began using her powers to send large rocks flying at him and Felicia.

"So many handsome men vying for my affection," she said, smirking at Felicia. "You must be quite jealous?"

"Oh, I'm going to enjoy clawing you up," she said.

She now began fighting with both Steve and Felicia, but he was overpowering them both. She easily knocked Felicia aside and then picked Steve up.

"You know Steve, you make me feel like a woman," she said. "You make me feel so invincible."

"Don't get used to it!" said Flash, then plunged Steve's shield into her back.

Her body then went limp and fell to the ground.

"She's dead," said Steve, retrieving his shield.

"I didn't want to, but they told me she had to die to stop all this," said Flash and nearly toppled over.

Felicia quickly grabbed him. "She was insane and unlike your superiors, but they might have been right."

"She certainly didn't leave many options," said Steve. "You did what he had to do, son. In war, there is no time for regret."

Flash looked at Felicia. "But what are you doing here told you—"

"And I love you, big lug," Felicia smiled. "I'll do whatever it takes to bring you back home alive."

"Thanks, Babe," said Flash. "I'm just glad that it's all—"

He stopped, and everyone turned to see the Spider-Queen beginning to transform into what appeared to be a monstrous spider.

"I am the Spider-Queen, and I will not stop until I destroy the old and bring the new!" she yelled. "Rejoice and accept the new life I give you as you become one with the Web!"

"Oh crap," said Flash.

Peter and the others were following Kaine to Spider-Queen's secret lair.

"Kaine, you know when you told us you could lead us to the Queen?" said Peter.

"Yeah?" said Kaine.

"I don't think that's going to be a problem."

They landed on a roof and could hear Spider-Queen yelling all the way from Central Park. It sounded as if she was quite large.

"Impossible," said Kaine. "She sounds twenty stories tall."

"Twenty-eight, actually," said Madam Web, who appeared directly behind them.

"Julia," said Gwen. "Do you know what happened?"

"I'm afraid I'm what happened," she said regretfully. "When I interfered and informed your friends Horizon Labs that you lost your spider-sense, they sought to correct it."

"So that's what happened," said Peter. "I'll have to remember to thank Max."

"Unfortunately, when they did, they also amplified Spider-Queen's connection to the Web of Life. Now she has the power equivalent of that of a God."

"But if you hand interfered, then we would have lost the cure, and Kaine here would still be her slave," said Ben.

"Maybe, but her strength now comes from all her subjects," said Madam Web. "Every single one of them is giving her power, and you are the only one who can stop by killing her."

"I'm afraid that's not me," said Pete as he jumped off the building. "Don't worry, Julia, we'll find a way to stop or die trying."

"And I think I've had enough dying," said Kaine.

"We should form a club, the No Longer Dead Club" Gwen joked.

They first tried the direct approach, attacking her with all their strength, but she proved to be far stronger. With a single swipe of her leg, she sent Peter flying, and he would have crashed into a building if MJ hadn't grabbed him in the nick of time.

"Gotcha!" she said.

"MJ?!" Peter stared.

"That's right, you're Spider-Wife swinging to the rescue," she said with a smile. "Figured I owe you a few, Tiger."

"MJ, not that I don't appreciate the save, but it's far too dangerous. You should be with the girls," said Peter.

"The girls are safe with Harry," said MJ. "I've always been afraid something bad will happen to you when you're out saving the day, but now that I have powers to make sure you can come home safe and sound."

"MJ, you don't understand; I know that I'm out of my league. We should let everyone else handle this," said Peter as he watched the other heroes battle against Spider-Queen.

"What are you talking about?" MJ frowned.

"I'm saying there's nothing special about me, not since everyone got spider-powers," said Peter.

"Now you listen to me, Peter Benjamin Parker," said MJ, pointing her finger at him. "Don't you get it? Being Spider-Man never made you special; being you is what made you special. Use that big brain of yours and come up with a solution."

"You make it sound so easy. What do you expect me to do? Build an impromptu Spider-Slayer? Have you seen the size of her? I would need a million Spider-Slayers—" He stopped as an idea began forming in his head, and he finally realised what Smythe meant. "I know what we need to do! Come on!"

MJ smiled as she followed him. "Now there's the Peter Parker I married."

Gwen and the others just stared at them blankly as they swung off.

"I hate when they're like this," Gwen sighed.

Ben shrugged. "Guess all we need to do is buy Pete sometime."

"I hope he is able to pay us back," said Kaine.

Peter immediately made his way to the police precinct and to the supervillain evidence locker.

"So, what exactly are we doing here?" MJ asked.

"Because there may be something here that can help us," said Peter as he began looking through the crates. "Bingo! Doc Ock's Octobots." He then grabbed a helmet. "All I have to do is put myself into Otto's control helmet, and I'll have my very own Spider-Slayer army. All I need now is a large enough antenna to send the signal all across Manhattan."

MJ smirked. "I know the perfect place."

MJ's perfect place was none other than the Empire State Building, which was their favourite dating spot.

"Good choice," Peter smirked.

"I have my moments," MJ smiled.

They soon landed on the Empire State Building, and Peter immediately began getting to work. That's when MJ saw the street moving.

"Uh, Peter, is it just my imagination, or is the street moving?" she asked.

"I'm afraid it's not, and that's not the street. Just take another look."

"What do you mean that—" MJ looked down and realised that it was indeed not the street but a massive army of spiders. "All the spiders across Manhattan are coming straight for us."

"Don't worry about even the odds," said Peter as he put on the helmet.

The moment he did, he began controlling every single Octobot and immediately began scurrying away following his orders, heading first towards Horizon Labs.

Reed, Ben Grimm and Jess were currently fighting against the spider swarming the place.

"This Spider-Man to Mr Fantastic, do you copy?" Peter asked over the comm.

"Spider-Man?" Reed blinked. "I was wondering where you were, but we could really use your help over here. We're getting swarmed, and the most frustrating thing is that we have plenty of serum here to cure the city, and we can't distribute it."

"I think I might be able to help in that regard," said Peter.

That's when they saw the Octobots swarming into the building.

"Great, now we've got metal ones to deal with," Ben Grimm grumbled as he was about to smash them.

"Ben, wait," said Reed, stopping him. "Spider-Man, I'm assuming that you're controlling these machines."

"I am in these little beauties will be taking the sermon springing across the entire city," said Peter proudly. "I just need time to administer it to every single infected spider in the city."

Every single hero in New York was currently fighting against Spider-Queen and her minions, but it was a losing battle.

"Iron Man, we need a countermeasure for her screams," said Steve as he attempted to block them with his shield.

"Working on it, Cap," said Tony.

Steve then saw the Octobots heading straight towards them.

"Heads up, people look like we've got a new problem," he said.

"Wait, Cap, but not after us," said Flash as he saw the Octobots injecting the cure into the spiders. "That looks like the Anti-Vemon cure."

"It's Spider-Man," said Gwen, beaming excitedly.

"Of course," said Ben. "Madam Web said the Queen's power came from her servants. By curing them, he's weakening her."

"My subjects! My colony! No!" she screamed, then turned towards the Empire State Building. "He will pay! Forget these pawns, my children, to the tower and kill Spider-Man!"

"We have to hold the line!" Steve yelled at everyone. "We need to give Spider-Man more time!"

Both Peter and MJ were currently at the very top of the Empire State Building. Peter was currently controlling the Octobots, and MJ was keeping the spiders off of him. Thankfully, all that training she did with Peter was starting to pay off, but there were too many.

"Peter! Hurry, I can't keep this up!" she screamed.

"Don't worry, I've got this," Peter smiled.

MJ watched as the spiders slowly turned back into normal people and smiled at him.

"I love you," she said.

"Right back at you, Babe."

Spider-Queen was starting to move a lot more sluggish than before.

"I rule this world!" she said in a weakened voice.

"Whatever Spider-Man's doing is working," said Kaine. "This may be our best chance to take her down."

"Spidey and I have a move we've practised," said Carol, hovering above him. "Do you think you—"

"If he can do it, so can I," said Kaine.

"Then shook me a web and hung on tight," she said.

Kaine fired her a web line, and Carol began spinning around faster and faster. She released him, sending him flying straight towards Spider-Queen, and he stuck out his stingers.

Madam Web watched, stunned. "The clone. All this time, it was him. He was the one that would cross the line that Peter Parker could not."

Spider-Queen fired a sonic blast at Kaine, but he sliced right through it and went straight through her front. All the other heroes immediately took advantage of this and unleashed everything they had left on Spider-Queen, bringing her down.

"Good work, brother," said Ben as Kaine landed in front of them.

"In my prophecy, I thought that only Spider-Man could kill the Queen, but I now see it was you," said Madam Web.

"Guess you still got a lot to learn when it comes to prophecies," said Kaine.

"Whatever the case, it was a Spider-Man who brought us victory," said Madam Web.

"You're wrong, Julia," said Gwen as she looked at the Empire State Building. "There is only one Spider-Man, and it was he that saved the day. He just needed someone to remind him just how special he is."

The sun was rising now, and Peter and MJ looked down at the city. Peter removed his top and gave it to MJ, as her shirt was barely held together, and he didn't want his white to walk around wearing only a bra.

"Yeah, your shirt is barely holding together," he said.

"Thanks," said MJ, putting it on. "I hope you got a few more because I'm seeing a lot of nakedness down there."

Peter soon sat down beside her, and she rested her head on his shoulders.

"I haven't sneaking suspicion that no one is going to dress up as Spider-Man any time soon," he said, smiling. "I guess everyone finally walked a mile in my shoes."

MJ shook her head. "Only the whole wall-crawling parts. Everything that really matters is still right here, Tiger."

"Thanks," he said.

Down on the ground, there were certainly a lot of people who suddenly found themselves completely naked.

"You know this would be funny if it weren't so serious," said Gwen.

"Makes you hard to know where to look," said Ben.

"Since when were you a perv?" Gwen questioned.

"Says the woman who couldn't stop staring at Hercules in the altogether."

"I don't suppose you guys have some spare close on you," said Carlie as she approached them, covering her privates with her hands.

"I'm afraid the moment we can only give you a blanket," said Gwen, handing one over to her.

"Thanks," she said, wrapping it around her body. "What a weird 24 hours. I began having spider powers; then I discovered my friend turned out to be Spider-Man, then I got turned into a monstrous spider and finally walked around in my birthday suit."

"It was pretty weird, all right," said Ben.

"So, who exactly are you guys?" Carlie asked curiously.

"Well, I'm a clone, and she is Peter's ex-dead girlfriend," said Ben.

"You're what?" Carlie stared.

"You think this is weird? You've seen nothing yet," Gwen laughed. She then looked around and noticed a few people were missing. "Kaine's seems to have disappeared, and so has Flash."

Ben frowned. "Flash was here?"

"There's a lot I need to tell you," said Gwen.

Peter and MJ remained in the Empire State Building for a little while longer.

"We should really think about getting the girls," said MJ. "I'm sure they're worried."

Peter then suddenly received a message from Aunt May. "It's Aunt May. No, we're both fine, and the girls are perfectly safe. Planes are flying again? A couple of hours. I'll try and meet you, but there is a lot of stuff to sort out…"

"Peter, go, she is your aunt," MJ encouraged. "I'll head over to Horizon Labs and meet up with the girls."

"Thanks, MJ," said Peter as he got up and swung away. "I meet up with you soon. I'm sure I'm still forgetting something, though."

MJ smirked once he was out of sight and fired a web line. "Oh, I don't think it was anything important."

She then laughed as she began swinging through the city.


Peter made it to Newark's Liberty Airport, where he met up with Aunt May and Jarvis. They were now watching people leave, though they had to be vaccinated first.

"Can you believe this, Peter?" said Aunt May. "First, it was take off your shoes, then screens that made you look naked and now shots."

"In fairness, Aunt May, they're shops to stop you from turning into a giant spider," said Peter.

"The things people put up with just to get on a plane," Jarvis chuckled.

They then watched a news report, Reed reporting that the entire city was given a clean bill of health and that it was thanks to Eddie Brock that they were able to devise a cure, naming him the hero of Spider-Island.

"He could have at least mentioned you, Peter," said Jarvis.

"Well, Eddie did sacrifice being Anti-Vemon to cure the city," said Peter.

"At least he'll be able to live a normal life now," said Aunt May. "Anyway, we better make our way back to Boston; we'll call you when we get there. Oh, and give our love to MJ and the girls."

Peter's eyes widened as he finally remembered what you'd forgotten. "MJ, I haven't killed her yet."

"Hey, Pete," said a familiar voice behind him.

Peter turned and came face-to-face with Kaine. "Kaine, what are you doing here?"

"What is say goodbye and get one last look of May before I get out of here," he said.

"You could stay," Peter offered. "I mean, what's one more spider between friends."

"Thanks for the offer, but I'm not like the rest of you. I'm a lot colder, and I don't mind taking a life," Kaine reminded him. "Oh, I'm also going to keep the suit."

Peter rolled his eyes. "All right, but try not to lose it."

Kaine waved him goodbye to way.


Peter soon made his way to Horizon Labs and found that MJ and the girls had already left. He immediately grabbed a cure for MJ and began tracking her down. Fortunately, it wasn't difficult finding a redhead woman swinging around with two toddlers clinging to her.

"Yo, you on the web pull over!" Peter yelled.

"Here to say that fun time is over," said MJ as she landed on a nearby building.

"But we were having so much fun," May complained.

"Can't Mama have fun with us for ten more minutes?" April asked pleadingly.

"No," said Peter, pulling out the syringe. "That is unless your mother wants to turn into a giant ugly hairy spider. She, after all, hates shaving her legs. Wait until she tries eight of them."

"Okay, you made your point," said MJ, allowing him to inject her.

The entire family sat down, and the girls were completely tuckered out. That's not surprising since bidding got a wink of sleep last night.

"You know, I was really starting to think I was starting to fit in with our family," said MJ as she stroked May's head on her lap.

"What do you mean fit in?" Peter asked as he held onto April.

"I mean, our entire family has spider powers, except for me," she said.

"MJ, you're the reason I keep doing this; you're the one who supports me no matter what," Peter pointed out. "Mean, after everything that's been going on, Eddie Brock turns out to be the hero of this story."

MJ laughed. "You really think no one cares, don't you? On tonight of all nights. Just look."

Peter followed her gaze, and his eyes widened as he saw the Empire State Building lights shining blue and red.

"I think that's New York's way of saying 'thanks,'" said MJ.

They soon returned home, and the girls really slept in. Peter woke up the next morning to find the bed empty and made his way into the living room.

"MJ, are you up?" he called.

"You could say that," said a voice above him.

Peter looked up, and his eyes widened as hanging upside down from the ceiling was MJ.

"Looks like our world is changing," she said.

Hey, guys, as you can probably tell, Mary Jane is going to become Spinneret. I know there are people out there who don't want to give MJ powers, but I think it could work if she remains at Peter's side, supporting him like she always does.