"Spider-Man has revealed his true colors to the public! Now, the Daily Bugle is offering a ten million dollar reward for the individual who unmasks and captures the web-slinger. Dead or alive."

Want to guess how Peter Parker's day has been since this news broke?

The same as every other day of his life.

Peter swung through his city of San Fransokyo, doing his best to evade the grasp of the trash and debris currently being thrown at him. He was merely trying to make his way to school as he did every day of his life; however, he was now desperately attempting to escape the pursuing citizens. It seemed that everyone wanted the reward, and it no longer mattered whether he was actually innocent or not.

"Come on! You guys are all going to regret this when it's time to clean this up!" Peter cried as he crawled up the side of a building, quickly avoiding the throwing of a newspaper and a brick as he landed on a lamppost. But that didn't stop the city from continuing to throw things at him; he had to duck when a sink came flying overhead. "Whoa! What the?!" He did a double take when he noticed that it was indeed a sink. "Who throws a sink? Who carries a sink for the purpose of throwing it?" Someone threw bug spray at him, causing it to go off on him and cause him to cough. "Really? Bug spray? Now that is just insulting!" He then shot two webs to try and slingshot himself away. "After all the good I have done, this is how I am treated?!"

Then he used his slingshot to launch himself high into the air, using his web wings to glide towards the college to escape.


Teresa read the newspaper aloud to the group as they sat in the cafeteria. "'Footage of Spider-Man's recent crimes has led to the conclusion that Spider-Man has revealed his true colors. There is now a ten-million-dollar reward out for the first person to unmask Spider-Man.' Wow, I wonder how Peter is handling this news."

"Not well, from what I'm seeing," GoGo said as she used her phone to look at a live stream of someone who was trying to unmask Spider-Man. They watched as he tried to escape and not harm the citizens while getting hit with the bug spray. "He doesn't seem to be having a good day."

That was when Peter walked over towards them and had a look of exhaustion. Teresa chuckled, but of course, felt a little sorry for Peter since he was in it alone with Jameson leaving the rest of the team alone.

"Who knew bug spray could work on someone who is part-spider?" Teresa joked.

Peter was not amused. "Very funny," he said.

"That bad, huh?" Hiro asks as Peter took a seat.

"I smell like bug spray. I had to dodge newspapers left and right. Someone even threw a sink at me," Peter groaned in anger. "Jameson has always had it out for me, but now with this video, he has a real chance to try and take me down and make it legal."

"Until Captain Yuri or any of us can clear your name, you are the city's number one most wanted," Hiro said, guessing.

"Yeah, right by the city," Peter said, unable to believe his luck. He sighed as he leaned back in his chair. "And the worst part is, every one of my enemies and any new guys out there who want the money can come after me and get rich."

"Only if they kill or unmask you," Fred reminded him.

"Neither of those options is exactly flattering, Fred," Peter stated. "And all of my enemies are clearly going to go for the dead option."

"Maybe you should lay low for a while," GoGo suggested to Peter. "I mean, we can then fight the doppelgänger and be sure it's not you."

Peter wasn't exactly sure he was okay with that option. "Okay, and then what? All that would accomplish is doing what Jameson wants and throwing me into hiding."

"So, you're still going to go out there?" Teresa questioned.

Peter sighed as he wondered whether he should do it. "I...I don't know."


While the city tore itself apart trying to take down Spider-Man, in the building known as Sycorax, Olivia Octavius was down in the basement working. As she typed away on her computer, her mechanical arms were busy rearranging the dozens of different spider species that were all encased in jars.

She was working on trying to recreate the experiment that created the menace she knew as Peter Parker. The man who had defeated her on two different worlds, simultaneously. It wasn't exactly like she couldn't see the tragic irony (or poetic justice) in her doing this; after all, it was one of her first experiments that created Spider-Man - except it was completely by accident.

Attempting to recreate the experiment on purpose this time, however, proved to be nearly impossible. It was around 20-25 years ago in Olivia's mind, as the spider bite created Peter, so recalling the exact formula and genetic mutations of the specific spider was difficult. And it appears that Liv wants these spiders to do their job specifically because of the healing factor they grant Spider-Man.

Liv Amara then made her way into the room via an elevator and approached the hard-working woman. "How is it coming along?"

"Not much better than it was the other day," Olivia said, growing tired of these constant updates. "You don't understand the complexity that went into creating the first spider, and even then it was on accident. You're asking for a miracle and won't give me the time to accomplish that miracle."

"What I am asking you to do should be simple considering you should have all of the necessities you claim to need." Liv reminded Olivia.

Olivia was able to collect the Spider-Man blood from her Syndicate fight against Spider-Man, and all of these spiders should be what Olivia needs. However, this universe is different from hers, so everything she knew from her world is different than what they have here. It's like trying to make a cake without knowing the real ingredients. Earth-118 and her Earth-119 were practically mirror dimensions, with there being more similarities than differences. But this new world she has fallen onto is too different, with everything basically being changed, so she is starting from scratch.

"Yes, I now have all of the ingredients, but I don't have a fast enough oven," Olivia stated as she crawled her way over to Liv, using her mechanical arms to keep herself off the ground. "It was a miracle the first time and an accident that got that spider right. Not only are you asking me to accomplish it again, but to enhance the skills the Spider-Man had. That is a lot more variables in the equation, which is going to take time for me to fix."

"I want results soon," Liv demanded. "Or I will have no use for you." She then looked over to the cage in the room. "And I do mean either of you."

The creature inside the cage woke up and snarled, revealing that it was the Lizard, aka the transformed Curt Connors, who was inside the cage. He began to unravel himself as he stood tall, revealing that he was growing in size as he snarled, attempting to speak in his new form. They had been draining him of his blood to try and gain an understanding of how his healing factor works to regenerate lost limbs.

"Get to work," Liv demanded of Olivia as she marched away.

The Lizard snarled as it charged up at the cage to try and escape. But the energy wall keeping him within the cage smacked him back and caused him to snarl. Olivia sighed; she knew how the creature felt, recalling that she had known the Connors from her own universe.

"Don't look at me like that, okay?" Olivia reminded the scaly beast. "I'm just as much a prisoner here as you are." She then went back over to the dozens of spiders and surveyed all of the species she had to work with. "I just need to figure out how their healing works..."

She quickly activated a similar device as the one the spider had gained its radioactivity from. As she did so, a spider that was crawling nearby got exposed to some radiation. However, since it wasn't in a protective casing, it was exposed to much more radiation than it should have.

An accident created another genetically enhanced spider.


Peter was back home, currently trying to wash his suit free of the garbage and projectiles he had been hit with on the way home. He groaned and knew that there wasn't much he could do to stop it unless he could stop this fake Spider-Man.

Teresa approached and knocked on the door. "Are you doing okay?"

"Not really," Peter replied with a sigh. "I can't help it. I can't be Spider-Man if the city is going to come after me."

Teresa nodded and wondered what they were going to do when their phones rang, signaling they were needed. She looked over to Peter, and he nodded reassuringly. She sighed and wished she could help him out, but she was needed. She walked away to grab her pack and see if she could convince May to take Peni out with her.

Peter sighed as he then walked over and sat near his police radio to try and listen out for any sightings of Spider-Man. If anyone had spotted him, that would confirm that it was this imposter, allowing him to track and hunt them down. He needed to know who and why they were doing this to him. But as time slowly passed, he grew bored and he sat on his bed to try and keep some strength and maybe get a good night's rest. It would be the first time in years.

However, that was when the pile of goo that GoGo had picked up in the forest and attached to Peter started to crawl towards the resting hero. The creature sensed the power that Peter possessed, felt the raw emotions of anger and hatred that he was trying to suppress. As the creature attached itself to Peter, it began to spread and mesh with the Spider-Man suit he was currently wearing. Peter only became aware of the creature's presence when it grabbed at his neck, causing him to panic and wonder what was happening just before the world went dark.


When Teresa and Peni arrived at the scene, they found everyone else already there, and Krei lying on his desk without any feeling in his limbs. Fred was fiddling with his arm, lifting it and letting it drop repeatedly. It seemed as if the strange sushi chef he had hired had poisoned him and stolen something from his safe.

"You'll be fine," Baymax assures him. "But while the antidote takes effect, your major motor functions will be significantly impaired."

"No kidding," Krei scoffed.

"Try to stay relaxed," Baymax said. "I will rub your back."

"No, don't...," Krei was saying when Baymax started doing just that. "Ah, that actually feels nice."

"What did she steal?" Hiro asked.

"That's classified," Krei proclaimed. Everyone gave him a look, even SP in the spider suit gave him a look. "It was an anti-gravity device."

"An anti-gravity device?" Teresa exclaims in shock.

"And you lost it?" GoGo asks.

"This is bad." Honey Lemon said in worry.

"Don't worry," Krei assures them all, reaching for his glass of water. "She only got away with half of my prototype. The other half is still secure in my other secret safe. And she'll never find it."

"Found it!" Fred exclaimed, gaining everyone's attention. He stood near a small globe and opened it to reveal a small button inside. "The only reason people have globes these days is to hide stuff."

Then, a small part of the wall opened to reveal to them all the secret safe. They all looked at Krei with a confused or smug look on their faces.

"You better not tell anyone about this," Krei said as he finally reached for and grabbed the cup of water. "Pinky promise." But then, his glass of water shattered. "Ahh!"


"What...what is this?"

When Peter opened his eyes again, he was shocked to find himself in a completely different location from where he had been before. He was suspended high above the ground by a web and was wearing an outfit that he didn't recognize. This new costume was completely black, with a large white spider design on the chest area, slightly larger all-white eyepieces, and white organic web shooters on the backs of each of his hands. The arms of the spider design were wrapped around his ribcage.

Peter wasn't entirely sure what he was seeing as he dropped his webbing and grabbed onto the building to get a better look at his reflection. He wasn't entirely sure what he was looking at, and wondered where this suit had come from.

Peter asked, "What is this thing?" The suit almost felt as if it were alive. He wasn't sure how to explain it, but he also felt powerful. "This...," he said, questioning and awestruck at the same time. When he felt the strength this suit was giving him, he exclaimed, "This feels good!"

He then stood up, shocked at how easily he had done it, and realized he had done it without even struggling. He decided to try some things out; he quickly did a few flips upside down and did them without even breaking a sweat. Then he did a backflip off of the building and went into a freefall. Nobody would suspect he was the real Spider-Man with this drastic change in his behavior. And there was a chance that the copycat might not have the same style as the suit he was wearing.

When he shot out a web, it came out as black, the same as the suit, but he didn't think much of it. He just swung and did a giant leap as he landed on top of the tallest building in San Fransokyo like it was nothing. He then reached up to his mask, only for it to retract before he could even touch it.

"Now...this is something else."


Back at SFIT, the team brought a sample of everything that had been sliced into their labs to figure out what was going on. Wasabi was examining a piece of glass when he was shocked by what he saw.

"I've never seen a cut like this," Wasabi said, stunned. "Not even my plasma blades are this precise."

"What?" GoGo wonders.

"Graphene blades," Wasabi explains. "Thinner than paper and stronger than steel. This technology is cutting edge. No pun intended. Okay, it was intended."

"Whoa, the knife is so thin that you can't see it from some angles," Honey said as she looked over the footage SP was able to obtain from Krei.

Teresa said, "That's seriously thin." She continued, "Where do you even get stuff like that?"

"We should ask her once we find her," Hiro said as he looked at Baymax. "Baymax, can you put a name to that face?"

"I cannot," Baymax said apologetically.

"Good thing I do," Fred said. "My dad has a state-of-the-art database. Everyone, to Fred's house!"

"How is Peter doing?" GoGo asked Teresa as they were getting ready to head for Fred's house.

Teresa shrugged, recalling her brother's condition. "He's trying to stay out of the way," she said. "We just have to focus on whoever this is, and we can help find whoever it is that framed him."


Meanwhile, Peter was currently swinging through the city as he also made his way toward SFIT. However, he wasn't heading there to help them, as he wasn't entirely aware of their location. He only arrived because he knew only one person who might be able to help him understand exactly what his suit is made out of.

Knowing she tended to overwork, Peter swung and landed right outside of the biotech facility. When he landed outside, he prepared to remove his suit, only to find that it morphed and disappeared as if it weren't even there. He was a bit confused about how this was possible, suspecting it might have something to do with unstable molecules, similar to what the Fantastic Four used in their suits.

Peter then made his way down the building until he found the doors to Karmine's personal labs. He then opened the doors and sure enough, she was still burning the midnight oil. She seemed a little freaked out, as she didn't appear to be expecting visitors.

"Wow, when was the last time you saw the sun?" Peter asked in a playful manner.

"I went out earlier," Karma defended herself. She then turned away in embarrassment. "Maybe around noon?"

Peter nodded. "Well, it's a good thing I caught you." He then took out a small vial and placed a small sample of the suit into it. "I wanted to give you this."

Whatever it was in the vial caught Karmi's attention almost immediately. She strode over and picked up the vial carefully, to not break it. Then she zipped over to her microscope and opened the case to get a better look. Finally, she peered through the microscope to examine the intricate details of the substance within.

"Whoa," Karmi said in shock. "I've... I've never seen anything like this before. This thing... it's..." She turned to Peter, a little curious about its origin. "Where did you find this?"

"It...I think I picked it up in the woods," Peter told half of the truth to her.

They watched in horror as the piece began to crawl towards Peter, causing him to react quickly and place a vial over it to prevent it from bonding with him.

Karmi took note of it and was curious as to how it worked. "I... I will make sure none of that gets on you."

Peter wondered, "How come?"

This parasite, or whatever it is, is almost like a living organism that I've never seen before," Karmi said as she dragged the sample over to her. "But it does share similar characteristics to a symbiote. And those kinds of things in nature need to bond with a host to survive."

Peter nodded and started to head out. "Hey, if you find anything, let me know. I just want to be sure if there's any more of this."

"I'll be sure to do that," Karmi said as she immediately began preparing to run some experiments on the new sample.


Following Kami's advice, Peter swung away from the school without the black suit on. He wasn't sure how he was going to remove it, but he couldn't just tell Kami that he was Spider-Man, and he couldn't let her find out about his suit either. He just had to wait and see what she discovered before he could take any action.

But as he was waiting, he felt his senses go off and wondered what was going on. He looked around the area and didn't see anyone sprung, considering how high up he was. He didn't think that he was in any danger and that it was just some glitch or something.

Except that was disproven when all of a sudden someone came flying and grabbed Peter by the neck, sending them both falling and crashing into the building roof. In the process, the figure activated rocket boots and sent Peter skidding his head across the roof.

Peter groaned as he tried to get a good look at his assaulter he was then flung across the street and rammed into the wall of the building across the street. When Peter finally got a good look at the attacker, he was met with a face he hasn't seen in years.

"Prowler?!" Peter asks in shock.

Prowler came charging towards Peter as he used his rockets to leap higher into the air before charging his metallic gloves to pack a powerful punch.

But that was when the world froze and Peter explained, "So, from what I know, you've actually met this guy. But here's a little history on how I know him."


In the past, Peter fought the Prowler while wearing a fully clothed version of his Spider-Man suit instead of the fully armored one he currently uses. He was also wearing an older version of his costume, which featured black underarms as opposed to his newer blue ones. He has gone through several different designs before settling on the one he is currently wearing.

"The Prowler, also known as...I have no idea who he is or why he does what he does. He's a mercenary gun for hire. When I first encountered him, he was working for the Kingpin. It seems like he has upped his game since then. I was never able to stop him, but I did save a few of his targets, including Jameson. Yeah, I know, what was I thinking?"


"Alright, I know this kind of came out of nowhere. Let's get back on track."

Quickly ducking to avoid the punch the Prowler was about to deliver on him, Peter jumped out of the way and crawled away from him as fast as he could, trying to avoid any confrontation. He didn't want to draw attention to himself or cause a disturbance for the police. When the Prowler punched the wall, it caused the brick formation to shatter like it was nothing.

"Prowler! Buddy, it's been so long," Peter exclaimed as he crawled away. "I've missed you. How have you been?"

Prowler only began to chase after Peter once he leaped and dug his metallic-gloved hands into the building to catch up. "Been upgrading my game to finally take you down!"

"What? Upgrading for little old me?" Peter asks as he tried to escape to the roof. "I'm honored."

The Prowler then flew and landed on the roof before running at Peter, who quickly dodged the first swing he sent his way. The Prowler lunged towards Peter, but the hero expertly dodged the claws and spun into a rocket boot kick.

Peter asked, "Are you angry with me? It seems like you're upset."

Then Peter stopped Prowler from kneeing him in the gut by using his hand and used the opening to distract him and punched Peter in the face with his charged gauntlets. Peter was sent flying into a water tower, causing a flood of water to pour out of the structure.

Prowler stood there and watched the structure, turning his night vision into heat vision to check for any signs of life. When he didn't see anything, he figured that it had been enough to finish him off. He would finally be able to get the money to retire the Prowler and live happily.

However, when Prowler got too close to it, tentacles emerged from the structure and wrapped themselves around Prowler. He grunted and tried to escape from the ooze, but it wasn't enough to free him. As he did so, Peter emerged from the water tower and was now wearing the black suit for protection. It seemed that the ooze was keeping him invisible to heat sensors and was able to fight back thanks to the creature.

"Let's do this," Peter snarled at the Prowler.

Prowler was raised into the air and smashed onto the ground at full force by the tentacles. After taking hit after hit, Prowler realized he wouldn't be able to fight back, so he activated the tasers on his gloves. This caused Peter to lose control of the tentacles and drop him. When he hit the ground, Prowler then dropped a smoke bomb that allowed him to quickly make a escape.

As the dust settled, Peter snarled, and the Prowler was nowhere to be seen. "He got away from us!" he exclaimed, webbing up to a higher tower and looking around. "Where did he go?"


Back with the Prowler, he had managed to escape and make his way to the suburbs. He sneaked into an apartment complex, and once inside, he grinned as he sneaked into a window and ripped off his damaged left hand glove. He groaned in pain from the injury to his head, but luckily he was able to survive with the help of the outfit.

"Damn it, it's going to take some time to fix that," Prowler frowned as he tossed it into the plants. "And I still didn't get the reward money for it."

Then he heard his door open and grabbed his glove before racing into the bedroom. "Hello? Is anyone here?"

The Prowler then ripped off his mask to stop his voice modulator from spooking them. "Yeah, I'm here. Just getting changed from my job." He then did exactly that, ripping off his second glove. "I'll be out in a second." He then deactivated his boots and got himself out. "How was school?"

"It was interesting."

"Anything exciting happens today?" he asked as he got into more comfortable attire.

"Maybe. A classmate shared something interesting with me."

"Is this another top-secret specimen or a bacteria best friend?" he joked as he walked into the room.


Back at Peter's house, he started making his way back home. Once there, he opened the window, and his suit morphed back into its normal form. It took him a moment to realize he was actually wearing his normal clothes and not even his regular Spider-Man attire. He was angry with himself for letting the Prowler get away. Seems he was still working otherwise, he wouldn't have had time to create such advanced armor.

That was a little confusing, but he didn't even have a chance to take a moment to rest when he heard his police radio go off. "Bank robbery in progress. Suspects reported as being Spider-Man found in the area."

Peter almost snarled as he realized that the man in front of him must be his doppelgänger, a lookalike, or whatever he really was. Turning back toward his window, Peter leapt out and began following the police calls, which were coming from the direction of the fight. He didn't even think twice when the suit manifested back around him and leapt from the home.

When he arrived at the first scene, he saw a lot of knocked-out people outside of a bank. Wondering where the perp might have gone, he headed towards the sewer. Thinking that would be the best place for him to escape without being noticed, Peter walked over to it. As he was doing that, a certain slimy reporter was making his way over.

Peter ripped the sewer drain out of the floor without any avail as Eddie Brock approached him from behind. "Whoa. Spidey, love the new outfit." Peter finally registered his presence and turned to face him. "This is exactly what I need to scoop Parker. Mind giving me some web action?"

Peter did just that as the suit extended a giant tentacle that stretched from his fist, and crushed the camera right in Eddie's hands. Peter had to admit, he was loving whatever this suit was and whatever it was made out of.

"See you later, chum," Peter said as he leaped into the sewers.

Eddie walked over to the drain, unsure of what had just occurred. "What was that?" he asked.

But then an idea came to Eddie's mind as he recalled the photos he had managed to save from the last time that Teresa had shot his camera. Taking out his less professional camera, Eddie began to take photographs of the scene just as the police were beginning to arrive.

He was going to do everything he could to scoop Parker of that job, no matter the cost.