Momokase had snuck back into Keri's office to steal the second piece of the machine. She cut the window with ease before making her way inside. When she made it inside, the lights then turned on, revealing Hiro, Baymax, Wasabi, and Teresa waiting in the office.

"Hey there, looking for something?" Hiro asks her.

Momokase said, "Well, this is cute." as she looked around. "You really think you can stop me?"

Well, considering that we have you outnumbered...," Teresa said as she aimed her taser. "...I'd back down."

"I like those odds," Momokase says as Wasabi goes in for a strike.

Momokase dodged the attack and leaped over Wasabi as she kicked him toward Teresa. However, she used her pack to float over Wasabi as he stumbled to stand up. Teresa shot several blasts toward Momokase, who managed to move fast enough to cut her impacts in half.

Then Momokase threw several knives toward Teresa, using her wings to shield herself from the attack. A few knives went toward Wasabi, who did a few quick movements to avoid the attack. However, that didn't save his wings, which took all the damage and almost shattered.

"Knives can be dangerous, especially when thrown," Baymax said.

"See?" Momokase said as she pulled out a sword made out of the same material as the knives. "He gets me."

Then she sped across the room at incredible speed and sliced through the armor on Baymax's arm. He didn't even have time to consider what had happened; as he moved to try to catch her. But Momokase moved just as fast, swinging her blade around the armor, which then slipped off and clunked onto the ground.

"Well, that's embarrassing," Teresa said as she looked over her wings.

That's when Hiro stepped in and used some new features he had added to his gloves to drag the blade out of Momokase's hand and into his own. Momokase, however, wasn't one to give up easily; she used one of her smaller blades to fight back. Hiro tried to use the sword-like blade to fight, but it was no use, and he took cover behind Krei's desk.

"Ha! Missed," he mocked her.

"Did I?" Momoko asked.

Hiro then watched as the earpiece on his helmet chipped off and fell. He wasn't entirely sure if that's what she was aiming for, but he would be glad she didn't go lower or she could have taken his head off.

Wasabi then stepped up and was ready to fight. "Lady, you're going down!" he exclaimed as he activated his plasma blades and prepared for battle.

Momokase then spun around and sent a strike toward Wasabi. He quickly blocked the strike with his blades. He kept them up as Momokase kept swinging in and trying to get a hit in. Wasabi blocked another strike from Momokase as he admired the blades.

"So, the knives, graphene, right?" Wasabi said. "You can tell me, it's okay; I'm a fan."

"Yes," Momokase said as she held another knife out. "Want a closer look?"

Wasabi sheepishly chuckled as Momokase backed off to swing the knife around. For a moment, nothing happened, but suddenly the gauntlets that controlled Wasabi's blades fell apart.

Momokase then returned and revealed she had stolen the last of the machine. Teresa was going to go in for hand-to-hand combat, but Momokase still had a knife out at her, and Teresa wasn't going to mess with that.

"Huh! You kids lasted five seconds longer than I expected." Momokase quipped at them. "Impressive."

Then Momokase dropped some sort of smoke bomb that covered the entire room, causing everyone to start coughing. When the smoke cleared, they saw that she indeed had gotten the last of the machine.

"Now she can mess with gravity." Hiro was sorry to say.

"One day without Spider-Man, and we messed up this badly," Teresa had to confess; there was some irony there.

"We have to get it back before she hurts someone," Hiro said in a panic.

"Okay, both good points." Wasabi agreed with both of them. "But can we agree that was really cool?"

Teresa and Hiro both gave him an annoyed look, just seconds before all of Krei's desks and shelves collapsed. They could see all of the places where she had struck and cut through.


Peter was still crawling through the sewers, trying to chase down where this Spider-Man doppelgänger could have gotten to. He kicked in the bars at the end of the tunnel and found himself near the docks and saw a ship where Krei was holding a fundraiser for his inventions.

"Why is that guy always at the center of everything?" Peter asked himself. He knew it was the perfect place for his doppelgänger to strike. "Works out for me," he thought.

Then Peter used some metal poles from the ocean floor as slingshots and flung himself into the air. Once he was in the air, he then activated his web wings that almost looked as slimy as the rest of his suit did. When he made his way over to the boat, he used his suit to scan for voices and picked up quite a few.

"Captain Watanabe, how goes the manhunt for the reclusive menace known as Spider-Man?" Jameson asked. Wow. That's just his luck.

Yuri reported to him. "The search for this person posing as Spider-Man is ongoing. But I am not one to believe this is the real Spider-Man. And if you recall, Jameson, your paper has been wrong about Spider-Man before. Countless times."

"At least I still have you on my side, Yuri," Peter said happily.

Suddenly, the lights went out, followed by a laugh from the wall as Spider-Man was revealed to be hanging from the glass window. No one knew it was just an illusion created using gloves designed to stick to surfaces. The lights came back on, revealing Spider-Man in his red and blue suit sticking to the roof.

"Your friendly neighborhood Spider-Thief thanks you all for wearing your most expensive jewelry," Spider-Man told them.

"Ha!" Jameson exclaimed as he pointed toward Spider-Man. "I knew it! He's gone mad! Well, I mean, he's always been mad, but still!"

The impostor then handed out two bags that looked like they had been made from plastic grocery bags. "Fill 'em up, folks," he said.

Yuri shouted to the other officers, unaware that they were currently incapacitated. "I need backup!"

And before she could do anything, Spider-Man shot out a weapon in the form of his webbing and it ended up wrapping itself around Yuri like a Bola and trapped her. Yuri knew what Spider-Man's webbing felt like, and all this did was help prove her case that this wasn't the genuine web-slinger.

Everyone started turning over their personal belongings into their bags. Spider-Man then grabbed the two bags and tightened them so nothing fell out.

"He's too tall," Yuri told Jameson as she freed herself. "This guy can't be the real one."

"Spider-Man is no fraud," Jameson stated as Yuri figured she had a chance to fight him. "I can't believe I said that."

But Yuri didn't know that this guy had cameras and access to them in his mask, giving him visuals in every direction. When Yuri made her way over to strike, Spider-Man raised his foot which had a spring boot attached to send Yuri flying into the window.

Spider-Man said, "That's super strength, people!" He looked at them and asked, "Do you think you can handle that?"

That's when two giant tentacles came down and grabbed his bags, flinging them away from Spider-Man. That's when Peter entered the room, his suit extending several tentacles to lower him gently on the ground.

"Mind if I give it a try?" Peter dared the imposter.

"Ha!" said Spider-Man, mocking the black suit Spider-Man. "And who are you supposed to be?"

"I'm Spider-Man. The real one," Peter declared as he got up, showing off his black suit and pointing at the villain.

"The real one? Please, you don't even have the costume right." Spider-Man scoffed and then pointed toward the hero. "You are obviously the imposter."

"No, not an imposter." Peter snarled as his suit started to extend tentacles from his back. "I'm the improvement."

Then Peter used the tentacles and leaped off the ground to kick the imposter back. The imposter was sent flying into the tables as the guests took off running.

"Just like I'll be when I see mustache over there prints a retraction," Peter said as he pointed at Jameson.

Retraction?" Jameson asked. "Listen here, Web-Head, nobody tells me what I can or cannot do."

"See?" Peter interrupted his rant. "Even the jolly one himself knows I'm the real deal!"

Spider-Man then shot another web weapon at Peter, wrapping around him. Strangely, his spider-sense didn't alert him, but Peter easily tore through it using his newfound strength. He then leaped into the air, watching as his suit then pinned him down and kicked Spider-Man through the glass. However, that allowed the criminal the chance to grab the bags and make a run with them.

Peter shouted, "You think you can run from me? Nobody can escape me!" As he spoke, he extended a tentacle from his palm and began to crawl along the side of the boat, propelling himself forward by running on the wall.

As he started to run, some security lasers began to attack Peter, but to his shock, when one of the suit's cuts healed, it did so quickly and easily. He didn't even pay much attention to the system, but the suit reacted and destroyed the lasers using its own unique abilities.

Following the imposter, Peter saw a boat escaping and knew he needed to hurry. Suddenly, two tentacles extended from his waist and latched onto two bars on the boat. Seeing the suit was thinking what he was thinking, Peter used them as a makeshift slingshot and backed off so he could gain some distance. Once he had the distance, he flung himself into the air and activated his wings to get him over there. As he was gliding the far distance, Peter could almost feel the suit was compensating for the distance and speed, almost like it was giving him an unknown energy boost to keep going.

He then shot a web at the imposter's boat and managed to basically hang glide around. Once he retracted the wings, he pulled back on the web and had the opportunity to tackle the fake Spider-Man, who was revealed to have gloves compensating for his lack of super strength.

"How about a taste of Spider-Punch?" the Spider-Man imposter asked as he swung at Peter, who dodged and jumped onto the control panel.

"Oh, my god. Please tell me I don't sound like that," Peter pleaded, wondering if that was actually how he sounded. "Maybe GoGo is right, my quips are terrible."

"At least I offer a higher quality of quips," imposter Spider-Man stated as he prepared to swing again.

However, somehow Peter saw it coming beforehand, faster than his Spider-Sense could pick up on, and it was like his body moved on its own as he flipped back onto the hood of the vehicle to dodge. He then webbed his hands to the controls and punched him in the face, shattering the hologram and revealing the imposter to the world.

Chameleon.

"There is only one true Spider-Man," Peter proclaimed proudly.


Meanwhile, Hiro was in for a surprise when he found out that Cass was sneaking off to Good Luck Alley to compete in some cooking competition. A little odd, but I guess they needed something else to do other than just fighting robots all the time. While Cass was keeping everyone distracted, the team saw that it was the perfect opportunity to sneak in and steal the device from her. As they made their way to the office, Baymax opened the reinforced doors and found several armed men guarding the gravity device.

"Oh...hi." Honey greeted them.

However, SP came leaping into the room and was quick to get to work as she grabbed two of them before spinning around and knocking several of them back. One of them smashed into the main open window and sent one flying right into the middle of the cooking competition, where Momokase took notice of their work. Working quickly, she finished her cooking and tossed a knife into the air, cutting a rope that was holding a net up. The net fell and landed on top of Cass, who was trying to get her food to the judges.

"I'll be back to collect your knives," Momokase told Cass as she walked away.

"Why is there even a net in here?" Cass questioned.

Back in the office, Wasabi cut open the safe and grabbed the gravity device. "They're no graphene blades, but they do the trick just fine."

That was when Momokase made her way back to the office and saw they had her device. "That's mine!"

"Really?" Peni asks from inside the SP. "Because from what I recall, you kinda stole it."

"Yeah, so you can't really be all that mad 'cause, you know, it's not yours and all." Fred agreed.

Momokase then threw dozens of knives in their direction, which Peni did her best to avoid in the suit. Luckily SP was fast enough to move and keep them from hitting her in the cockpit, but they managed to rip the arms and legs to shreds. Fred was the one who took most of the impact as he was embedded into the wall with the knives hanging onto his suit. However, it seemed that none of them touched him as he stuck his head out from the main part.

"I'm okay!" Fred assured them.

Momokase then eyed Wasabi as he held the device just as GoGo threw one of her disks to try and strike. But that didn't end well as Momokase was able to cut through her disks, sending them spiraling out of control. Everyone then quickly tried to block the spiraling half-disks from hitting anyone. For the most part, it worked out, until they decided to head towards Wasabi and he shrieked as he ducked to avoid getting hit. This in turn caused him to drop the gravity device and activate it. Gravity started to become extremely weird as everyone began to float and move around.

"It really works!" Wasabi was almost too happy to say.

"Great. Now what do we do?" Teresa asks as they were floating around.

What they didn't know was that the field had spread throughout the entire building, causing everything and everyone else to float. This included the audience and even Aunt Cass, who managed to win the competition. As Momokase tried to tackle Baymax, she realized she had lost. Before she could become enraged, Teresa used the jetpack portion of her wings and grabbed onto the net, spinning herself around and throwing it toward Momokase. Hiro caught the device and prepared to deactivate it.

"Everyone, hold on! Things are about to get heavy!" Hiro warned them as he deactivated it.

Everyone was then able to cushion their fall, while Momokase was caught in the net and zapped by Teresa. She sighed in relief to see that the criminal was captured, but she couldn't help but wonder how Spider-Man was doing.


Yuri made her way through the halls of the Daily Bugle after the fiasco with the man known as the Chameleon, who had been known for copying someone's face and pretending to be them to frame them. It seemed that he did the same to Spider-Man, and Yuri needed to stop this city from tearing itself apart by trying to take down the money that J. Jonah Jameson was offering for his capture.

Yuri marched into the office and saw he was already preparing to twist it in some monstrous way: "Spider-Double menace destroy yacht"

"Captain Watanabe, what can I do for you?" Jameson asks her.

"Call off your manhunt, Jameson," Yuri demanded him. "Your manhunt for Spider-Man is now no longer logical since we know he wasn't responsible for the attacks."

"You fell for that?" Jameson asked as he approached her. "He obviously hired Chameleon to try and cover his tracks."

Jameson said, "Chameleon, you're a gun for hire, but Spider-Man is a hero for free. Spider-Man doesn't need that bounty over his head while he's trying to protect this city. Take it down."

Jameson crossed his arms and smiled. "And if I don't?"

"I'll have to take you in for endangering the city," Yuri dared him. "A few days in the prison might just ease your tension..."

Jameson saw she was serious and sighed. "Fine. But I know that your freak of a hero will slip up one day."

"And when he does, I'll admit it," said Yuri. She knew Spider-Man would never go dark. Then she got a call and needed to take it. "Captain Watanabe." Then she heard that there was an escape from the prison holding cells. "What? The Chameleon escaped?"


Teresa made her way back to Peter's room to see how well he had been doing, but she was surprised when she saw that the window was open and he was nowhere to be seen. She looked down at her phone as she was about to text Gogo to ask him if he had seen him, but that was when she heard a weird noise. She turned around and gasped in shock when she saw it was Peter, making his way inside using the tentacles.

"What the heck!" exclaimed Teresa as she saw Peter morph the suit away. "What is that?"

Peter didn't even show any worry as he shrugged. "I got an upgrade." He then walked around and grabbed his phone. "Sorry, left this here since I was in a rush to catch my copycat."

"Your copycat?" Teresa asked, trying to wrap her head around it. "You found him?"

"Name's Chameleon; I got a call from Yuri saying that he just escaped from his cell, so we at least know who we were up against," Peter said as he walked out of the room. "I am starving."

Teresa was left in complete confusion as she looked over to the window and to her brother. She wasn't sure what it was, but something didn't feel right about all of that. Maybe it was the weird suit he was wearing or the strange abilities that it gave him. She wasn't sure what it was, but something was wrong.