Meanwhile, the black fluid hitched a ride on Spider-Man's costume and forms over him while he sleeps, causing him to have a nightmare about the creature and his costume fighting over him and resulting in it forming a black version of his costume and Spider-Man finding himself hanging upside down in the middle of the city with no memory of how he got there. However, he's knocked out and sent to Ravencroft for help. Mariah Crawford has developed a cure for Spidey's disease, but she's reluctant to give an untested serum to Spider-Man that may result in permanent loss of his powers or worse. However, a mysterious telekinetic force holds the ceiling in place long enough for Spider-Man to escape. After narrowly escaping that fate, Hobie knows he needs to get out of town. Conners reveals that Spider-Man has begun to mutate further, which is the cause of his powers briefly vanishing. Peter, however, changes to his costume and eavesdrops on his aunt and Keane's conversation.
Robbie then arrives, aware that the last keys would be stolen. Peter and Mary Jane ask Curt Connors to give Mary Jane away at the wedding, when they are interrupted by three giant lizards who claim the Doc is their father and kidnap him and Mary Jane. Keeping his true identity a secret, he promises Harry that he will see his father soon if he becomes the next Green Goblin. Dream sequence taken from The Amazing Spider-Man 258. Spider-Man is subsequently suspicious of Kragov and spies on him, discovering that the Chameleon had tied-up and impersonated Kragov. A new villain, the appears and kidnaps all of Osborn's enemies.
Fisk, having managed to escape the Goblin, asks Norman Osborn to assist him in reclaiming his position. Marvel anti-hero thinks Spider-Man is a crook and chases him around. They're taken down to sewer, with Spider-Man in pursuit, and Doc becomes the Lizard again. Conners creates a serum that restores Dr. Omar shows Robbie where the keys are hidden. Jonah Jameson to follow Peter Parker and find out how he's able to get pictures of Spider-Man, strikes a deal with Jameson to eliminate Spider-Man. Kingpin wants to sell it, while elderly Silvermane wants to use it to restore his youth.
Spider-Man is then defeated, rendered unconscious, and taken to Kingpin by the Insidious Six. With limited power sends the original Spider-Man to this dimension, where he finds himself engaged to , and finds alive. Madame Web appears and takes Spider-Man to face a test. It turns out to be Mary Jane's purse when she and Peter are in the process of apartment hunting, but was stopped by Spider-Man and Hobie is sent to jail for violating his parole. Spider-Man finds out that Michael Morbius has turned into a vampire and is draining people's blood to survive.
Meanwhile, Hobgoblin steals the mutant technology information that Dr. At the same time, Spider-Man has been experiencing brief periods of time where his powers temporarily vanish. Spider-Carnage jumps into an unstable portal that destroys him. Surprisingly, the Tablet is even able to revert The Lizard back to Dr. He focuses his attention on Eddie Brock and Jonah Jameson and warns Jameson to call off his reward, also mentioning Rhino and how Brock neglected to mention him. Octopus a medical research building is destroyed.
The Kingpin wins custody of the keys and escapes with them. It turns out that Dr. He then reveals to Spidey that this was a test to show if he was worthy of the true challenge. Spider-Man arrives on the scene and manages to save Jameson and his fellow astronaut, yet unknown to Spider-Man, Eddie Brock is on the bridge too, and takes photos of him and Rhino as well. He wears a green suit and a lightning bolt mask, dubbing himself.
Spider-Man summons , , , and from. Their plans are interrupted, however, when the Scorpion kidnaps Aunt May. Watching from a distance, Spider-Man removes his mask in front of Mary Jane. After Jonah visits his hospitalized son, Jameson finds out from him that Brock was lying and fires him. As Spider-Man battles The Chameleon, the stage is set for a fateful showdown between Daredevil and The Kingpin. Now aware of the Insidious Six's theft of the majority of the keys, he was sure that they would search for them. But after an angry outburst from Spider-Man, she hands it over.
Crawford's mind, allowing her to live as Kraven's equal. Spider-Man shares his origin with her. Peter Parker saves Fisk just as the Hobgoblin attempts an attack on him. While in jail, he saves Richard Fisk from an attempt on his life. Using a psychic link, Miriam finds Morbius, who is fighting his vampire hunger, to find out what unconventional means he used to become one of her kind. Meanwhile Felicia is engaged to a smug playboy of whom Peter is greatly suspicious. He subsequently shows them to Aunt May, who orders Peter to replace them.