Inside a Roxxon Energy Corporation facility, an African American security guard is looking at a table of different equipment, before turning, with his smartphone to his ear.

"Don't worry, son," the security guard says, smiling. "I won't forget mom's surprise for tomorrow." The guard is walking through the laboratory, toward the room's exit. "No, nothing ever happens here."

The guard closes the door behind himself, leaving the laboratory empty.

After several minutes passed, a dark figure smashes through a window and lands in the center of the room. The figure turns to a table near the broken window, placing a hand on the top of a centrifuge, then slowly picks it up.

The figure hears the sounds of footsteps running, before turning, revealing fangs and red eyes.

The security guard reenters the room, with his firearm raised, only to find no one there.

"What the…?" The security guard approaches the center of the room, steps on some broken pieces of glasses, before seeing through the broken window a figure flying through the sky.

"Appeal"

The next day, at a two-story house, Black Cat is crawling across the roof, before leaning off the roof. She reaches the bottom of a window, pulls it open, then swings off the roof and through the window.

Upon landing, Black Cat bumps against a vase, causing it to fall off its table, but Black Cat catches it and carefully places it back on the table.

Suddenly, the lights turn on, with Black Cat turns to see an older woman entering the hall with a baseball bat, "You just made a big mistake…"

Black Cat leans against the wall, "Really? A baseball bat, mom?"

The woman, Lydia Hardy, lowers the baseball bat with a sigh, "Felicia, you almost gave me a heart attack."

Black Cat removes her mask, "You're too young for that." She gives Lydia a hug. "Happy Mother's Day, mom."

Lydia smiles, "Thanks, Felicia." Lydia breaks off the hug, looking Felicia in the eyes. "But I know you too well to not realize when you're upset."

Felicia looks surprised, before lowering her eyes.

At the Parker house, May and Anna are having tea in the kitchen.

"...Mary Jane already talked with her mother on the phone," Anna says, before taking a sip of tea.

"That's great for her, and her mother," May says.

"I know, I'm glad that she was able to talk with her mother on Mother's Day," Anna starts. "Though it can't be easy with everything going on between Mary Jane's parents." She places down her cup. "Sorry, I didn't mean to bring down the mood."

"You didn't," May tells her. "This is, what the kids call it, a girl talk, right?"

"Right," Anna says, with a small laugh. "Hey, how about we go out to dinner tonight."

"I would love to, but Peter is taking me out," May says.

"That's sweet of him, taking you out on Mother's Day," Anna says.

"Yeah, even though I'm not his mother…" May says.

At the same time, Peter is standing on the stairs, having overheard them, and looks down slightly.

Felicia, wearing an overcoat, and Lydia are in the latter's kitchen, having tea.

Felicia takes a sip of tea, before noticing Lydia is watching, then she sighs, "I tried to bust dad out of jail… but I was unsuccessful."

"I'm glad," Lydia says, with Felicia fires a look at her. "Don't be surprised. The last time I spoke with him, he wanted to pay for his crimes."

"You were never happy about his chosen career," Felicia says.

"Yet, I never turned him in…" Lydia pushes her chair back. "Or you."

Lydia gets up, takes her tea cup to the sink, with Felicia watching her.

"Why did you never turn us in?" Felicia asks.

Lydia stands in front of the sink, without turning away from it, "I guess… It has to do with love."

Felicia grins, with an arm hanging off her chair's back, "I don't know you could be so sappy, mom."

Lydia looks over her shoulder at her, "Felicia, I know something else is bothering you."

Felicia is taken aback, starting to look away.

"That is something you probably should figure out."

At the Daily Bugle, J. Jonah Jameson pushes his office door open, storming into the bullpen, "There had been break-ins at several chemical and scientific companies last night, and not a single Bugle reporter is… reporting!" He starts to turn. "What excuse you got, Lee…"

Jameson sees Ned's empty desk, before calming himself with a hand to his head, "Right…" He then notices Betty's empty desk and turns to the approaching Robbie, "Where Ms. Brant?"

"She's visiting Ned… it hasn't been an easy time," Robbie says.

"First Foswell, now this, no it hasn't been an easy time," Jameson says, before sighing. "Get Parker on the phone, we might get some pics on these robberies, especially if that menace is involved."

Jameson starts to turn.

"I think Peter could be unavailable tonight," Robbie says.

Jameson rolls his eyes, "Oh now what?!" He turns back. "Is another rhino man after him or something?!"

"I believed he said he had Mother's Day plans," Robbie says.

Peter and May are leaving a restaurant.

"That's a fine dinner, Peter," May says.

"I just wish I could take you somewhere more fancy," Peter responds.

"It was fine," May says, as she and Peter stop on the sidewalk. "I don't need any more fancy than… Pepe's Pizza."

Peter shrugs his shoulders, "At least I'm able to do better than that."

Peter then notices past May's shoulder is someone flying through the sky.

"Peter," May leans her head to block Peter's view. "Are you here with me?"

"Of course I am," Peter smiles. "I'm here. Totally here. Nowhere else."

May places her hands on her hips, "Peter, I can always tell when you're lying."

"Hopefully that's not true," Peter thinks to himself, before responding. "I thought I saw something that the Daily Bugle could be interested in… But this is your night. So I'll just put it out of my mind." "Probably nothing, anyway… I hope…"

"I'm touched, Peter, but I understand how important your work is," May places a hand on his shoulder. "You can't ignore any of your responsibilities."

"I know you're right, Aunt May. Boy, I know you're right," Peter starts. "But it still doesn't feel right to leave you alone tonight."

May smiles, "Peter, you will go off and do whatever you need to do. Then you can meet me at the Daily Grind."

"The Daily Grind?"

"It's not far, I can get there on my own," May tells him.

"Okay… okay, Aunt May," Peter says, before he starts to run down the sidewalk, as he waves at her. "You're the best!"

Spider-Man is web swinging through the city, "This had better be good, considering I'm leaving behind such an amazing person."

Spider-Man lands on top of a building's chimney, "Who was it, anyway? Vulture? Or, could it be Hobgoblin?" He places a hand on his chin. "Then, maybe Ned isn't…"

An alarm is coming from a nearby chemical company building.

Spider-Man fires a webline, "Guess I just have to look behind door number one."

Spider-Man pulls himself toward the building, before firing another webline at it.

On a nearby roof, Black Cat steps out from a building's shadows, watching Spider-Man.

"Figuring out his normal pattern wasn't too hard, finally finding him after almost an entire day is another story," Black Cat says, before narrowing her eyes. "Now I just have to figure out what I'm doing following the boy scout like a stray."

Spider-Man lands on a roof, seeing a smashed through skylight, "Something tells me this is the spot."

Spider-Man jumps through the skylight, fires a webline at the ceiling and pulls himself to it, then seeing a figure in front of an opened cabinet, searching through it.

Spider-Man lands behind the figure, grabbing his shoulder, "Sorry, bud, I think the store is closed." The figure turns to face Spider-Man, whose eyes widened. "Morbius?!"

Morbius swings an arm, knocking Spider-Man back and against a table, before Morbius charges at him, with the two struggling.

"Yep, it's you," Spider-Man struggles with Morbius, before he kicks Morbius off him, flips onto the table and jumps off. "I don't want to hurt you."

Spider-Man fires a webline, wrapping Morbius with webbing and pinning his arms, "Not that I think I could."

With a yell, Morbius spreads his arms, breaking the webbing, before lowering his arms and looks up, exhausted, "S-Spider-Man?"

Spider-Man is sticking on the side of a column, looking down at him, "Morbius… are you still bite happy?"

"No… not at the moment, at least," Morbius says, before he turns to the opened cabinet.

"Good, now what's going…" Spider-Man starts to ask.

Morbius takes from the cabinet a vial full of a pink liquid, "Not now. Security's gonna be here any moment." Morbius starts to fly, passing Spider-Man. "Follow me."

Spider-Man watches as Morbius flies through the damaged skylight, "Following a vampire into the night. Sure, what could go wrong?"

Spider-man fires a webline and swings himself up.

Black Cat is on a nearby fire escape, as she watches Spider-Man swinging after Morbius.

"Now what's the spider-boy scout doing with tall, dark and fangy," Black Cat quickly climbs the fire escape and jumps onto the roof, before following the pair in the distance. "Felicia, what are you thinking…?"

Spider-Man lands on a roof, unaware of Black Cat stopping and quickly hiding behind another roof's chimney.

"Alright, Morbius, that's long enough," Spider-Man says, with Morbius stopping flying and starting to lower himself to him. "What's going on? Last time I saw you, I thought… I mean, you aren't dead, are you?"

"I'm very much alive, Spider-Man," Morbius tells him.

"So not an undead vampire, but a living vampire, fine," Spider-Man starts. "But where have you been all this time?"

Morbius looks to the side, "I… I don't quite know…"

Morbius' eyes slowly open, before he realizes he's in some sort of chamber. He starts to push against the chamber, before managing to knock down the door. Morbius steps out of the chamber, finding himself in a darkened room, with lab equipment on a nearby table, including a lit tablet.

"I woke up, but I had no idea where I was, or how much time had passed…"

Morbius picks up the tablet, slides his finger across the screen, seeing the readout on it, "I did learn that I have been given synthetic blood, which has stabilized my condition some…"

"You heard that?!"

Morbius looks up, in the direction of the voice.

"First, all the powers went out, now this?!"

Morbius turns and runs in the other direction, into a corridor, "I heard people coming. It could be scientists or security, but either way, I wasn't fit for a fight."

Morbius looks down the corridor to see an elevator shaft. He runs into it and flies straight up.

Morbius blows out of the ground at a construction site. He has trouble steadying himself, before flying away, unknowingly past a sign that reads "Future Site of OsCorp R Building".

"I was so out of it, I don't think I could find my way back even if I try," Morbius says, before holding up the vial of pink liquid. "Since then I've been gathering equipment and chemicals so I can recreate the synthetic blood."

"And with your synthetic blood, no more blood disease," Spider-Man adds.

Morbius looks at Spider-Man, nodding his head.

"The blood disease, from March…" Black Cat whispers.

"Unfortunately, as you pay witness, I have been having bouts of losing control," Morbius lowers the vial. "Which is getting harder with each passing hour. I don't know if I will be able to last long enough to complete it."

Spider-Man holds up his Osberry, noticing the time, then returns it to his belt and sighs. He looks back up at Morbius, "I can help. But this synthetic blood might only be a stopgate. My original plan of a blood cleanser might offer a long term solution."

"It's true the synthetic blood that was given to me while I was under had only dull my… symptoms temporarily," Morbius admits. "Okay, we can give it a try."

"Lead the way," Spider-Man says.

"Unbelievable," Black Cat thinks to herself, clenching her fist. "His moral compass was too much to allow my father to escape prison but he had no problem with Typhoid Bela Lugosi!"

In her home office, Emily is sitting at her desk, talking on her Osberry, keeping her voice low, "It's been two days and you still haven't discovered the security breach? One asset had already gone missing. We're lucky that none of the Green is missing."

There's a knock on the door, with Emily turning to it, "You better find what caused the power outage, Drago, or you gonna have to find a new job." Emily presses the button on her Osberry to hang up. "Come in."

Harry opens the door, entering the room.

"Harry, I thought you had a date," Emily says.

"Ever since Gwen's mother passed away, her father always took the day off and spent it with her," Harry explains.

"Is he a police captain?" Emily softly asks, before looking back up at Harry. "How may I help you?"

"I wanted to give you this," Harry hands a Mother's Day card to Emily.

Emily takes the card, opens it, and looks at the inside. After a moment, she looks back at Harry, "...Thanks." Emily closes the card, "Now, my dear, if you don't have a date then you should be studying."

"Yes, mom," Harry turns back, closing the door behind him.

Emily hovers the card over the nearby trash can, before hesitating.

She places the card on top of her desk.

Black Cat runs across a rooftop, sharpening her claws, before jumping off the roof and lands on the side of a warehouse. She then peeks through a window to see Spider-Man and Morbius are working with some small scientific equipment.

Spider-Man holds up a vial of light red liquid and gives it a small shake, "Never thought I would be back here. Doesn't seem long since the Enforcers used this place to bait a trap."

"I don't know about that," Morbius, holding the tablet, turns to face Spider-Man, who turns to face him. "I just came across it, and thought it could work as a makeshift lab of sorts." Morbius looks at the tablet, then back at Spider-Man. "Are you really sure this would work?"

Spider-Man places the vial into the centrifuge, "A gene cleanser helps with genetic transformations, basically removing foreign DNA to restore the person to normal." He turns back to Morbius. "In theory, a blood cleanser should do the same with any foreign attributes in the blood, and your 'living vampire' is a blood-based transformation."

"Just a theory…" Morbius says.

"A good theory," Spider-Man adds.

"Yeah, I hope so," Morbius responds.

Black Cat continues to watch the pair.

"For years, the Cat Burglar took pride in never hurting anyone," Walter says to Black Cat. "I never even carried a gun. But as I got older, I got slower and I became afraid."

Spider-Man is watching the pair, with his arms crossed.

"I made a horrible mistake the night I ended Ben Parker's life, and I know I have to pay for my crime," Walter continues.

Walter looks at Black Cat in the eyes, "I'm sorry, Felicia. But right now, prison's where I need to be.

Felicia sighs, "I tried to bust dad out of jail… but I was unsuccessful."

"I'm glad," Lydia says, with Felicia fires a look at her. "Don't be surprised. The last time I spoke with him, he wanted to pay for his crimes."

Black Cat watches as Spider-Man and Morbius resume working. She, with one hand still impaled in the wall, holds up her smartphone.

Spider-Man holds up a vial of red liquid, with his mask reflecting in the vial, "The first of its kind, blood cleanser, meant to cure all that ill you." Spider-Man picks up a syringe gun from the table. "Though I wish I could run some tests and analysis.

"No time…"

Spider-Man turns to Morbius, whose back is turned to him and has his hands on a column, as he shakes slightly.

"Please… you must hurry," Morbius looks slightly over his shoulder.

Sitting on the roof, Black Cat is looking at an article on her smartphone which is titled "Walter 'Cat Burglar' Hardy Trial for Mur-".

Inside, Spider-Man is approaching Morbius with the syringe gun, "Okay, doc, try and hold still…"

Morbius suddenly screams, before grabbing the column, pulls out a portion of it and throws it at Spider-Man, who flips back, with the portion of the column flying over him and crashes against the wall.

Spider-Man lands, "Of course, you're a difficult patient."

Spider-Man fires a webline, hitting Morbius' chest and pulls Morbius at him, but Morbius flies straight at Spider-Man.

"Didn't think this through," Spider-Man's eyes widened.

Morbius slams against Spider-Man, blowing through the warehouse's wall and onto the street.

On the roof, Black Cat nearly jumps, before she looks to the side.

Morbius starts to fly straight up, with Spider-Man firing a webline at Morbius.

"Sorry, Morbius, but it's not feeding time," Spider-Man says, as the webline connects with Morbius' ankle.

Morbius turns in midair, grabs the webline and pulls on it, pulling Spider-Man up, past the warehouse and the watching Black Cat, and into Morbius' bear hug.

Morbius opens his mouth and leans toward Spider-Man's neck.

"So hungry…" Spider-Man struggles before spreading his arms, forcing Morbius' bear hug to open. "Then have some web." Spider-Man fires webbing into Morbius' mouth, causing him to reel back.

Spider-Man tries to get him with the syringe gun, but Morbius swings an arm, knocking the syringe gun out of Spider-Man's hand, before Spider-Man is also falling.

"No!" Spider-Man calls out.

Morbius starts to dive bomb down, when a piece of debris hits him in the back. Morbius turns to see no one on the street, unaware of Black Cat hiding around the warehouse corner and breathing heavily.

Spider-Man is falling toward the falling syringe gun, "I only have one shot at this, better make it count."

Spider-Man fires a webline, hits the syringe gun, and pulls it up to him. He then spins in midair, fires a webline, hitting Morbius' back, and pulls on him, pulling himself toward Morbius, as well as forcing Morbius back slightly.

Spider-Man lands on Morbius' back, wrapping his legs around Morbius' torso, "So far, this has hurt me more than you." Spider-Man hits Morbius' shoulder with the syringe gun, emptying its contents.

After a few seconds of Morbius struggling, his arms go limp and he starts to fall, alongside Spider-Man. Spider-Man grabs Morbius, fires a webline and swings them to the hole at the side of the warehouse.

Spider-Man lets Morbius down, who is on his knees, breathing heavily.

"Okay, what's the verdict, doc?" Spider-Man asks, watching him.

"I… I…" Morbius turns to reveal he looks the same. "I haven't changed.

"But… what went wrong?" Spider-Man holds a hand to his chin. "Wait, Stegron!"

"Who?" Morbius returns to his feet.

"Dinosaur man, long story," Spider-Man holds up a hand, before lowering it. "Doesn't matter. But it's possible that you had changed for so long, and so thoroughly, that the blood cleanser couldn't have a complete effect on you." He lowers his head. "I'm sorry, Morbius, I should've thought of that."

"Don't apologize," Morbius says, before looking at himself. "While it's true your blood cleanser didn't change me back, it did have an effect." He looks back at Spider-Man. "I can feel it. It lessened the bloodlust, maybe more than that synthetic blood did. So… I'm neither an optimist nor a pessimist, but maybe there's still hope for a permanent cure."

Unknown to the pair, Black Cat is peeking through the hole, watching them.

Morbius is swiping through the tablet, as he and Spider-Man walk to the hole in the warehouse.

"So what are you going to do now?" Spider-Man asks.

Morbius stops swiping, "I know I have to pay for the thefts and damages, but no one will be safe around me. So I'm gonna make more blood cleansers to ease my condition, until I can find a permanent solution." He then holds out a hand to Spider-Man. "Thanks for not giving up on me."

"Nothing that happened was your fault, not really," Spider-Man shakes Morbius' hand. "I hope you are able to find your cure, and your peace."

"Thanks," Morbius says.

Morbius flies off, with Spider-Man watching.

Spider-Man notices the broken pieces of debris on the ground, "Someone threw that at Morbius?" He fires a webline. "Wonder if I have a guardian angel."

Spider-Man starts to web swing away.

Black Cat is on the roof, watching Spider-Man swing away, "Not a guardian angel. I still won't… can't forget you."

She looks at the news article on her phone again, before scrolling down to a picture of Peter and May leaving the courthouse, "But perhaps I'm starting to understand you better."

Black Cat pockets her phone with a sigh, "Either way, I might need a break from the big city, though I should at least say hi one more time…"

"After all, it's Mother's Day."

At the Daily Grind, Peter arrives, seeing May sitting at a table with her drink.

Peter hurries over to May, sitting next to her, "Aunt May, I'm so sorry for taking so long."

"Did you get any good pictures?" May asks.

"No I didn't…" Peter looks down for a moment. "But… I did help someone out."

May smiles, "Then I'm proud… And Peter, I know I will never replace your mother…"

"You don't need to," Peter interrupts, surprising her for a moment. "But you're still the best, and that is why I want you to feel special on Mother's Day."

May smiles and hugs Peter, "And you succeed."