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When they arrive at the scene, they find a six-armed Shocker, and Carlie and Spider-Man take him on.Shocker reveals that he wants money so that Mad Thinker can cure him.Meanwhile, Peter Parker has Kaine outfitted with the "Spider-Armor" from Big Time, which is able to deflect Spider-Queen's sonic scream.



Fantastic, more spider-like creatures begin to appear, giving Spider-Man a hard time to find out which of the spider-like creatures is Carlie. Jonah Jameson ends up becoming a spider-like creature and defeats a Spider-Slayer, the Spider-Queen uses her Web of Life to control the spider-like creatures.Carlie then takes the villains back to the precinct and tells him that she wants to have a talk with him and Spider-Man to Peter's dismay.Meanwhile, Jackal has been watching them and tells Tarantula to study the tape of the fight as he will soon be tested.The now healthy Kaine, looking like a perfect clone of Peter Parker, shakes off Spider-Queen's mind control, and offers to help Peter.

Meanwhile, a side effect of the counter frequency used on Peter restores Madame Web's and Spider Queen's connection to the Web of Life: as Spider-Queen used an evolved version of her sonic scream to kill Jackal (later revealed as yet another clone), she realizes to have been given the whole powers of the Web, becoming a Spider-Goddess.Now fully empowered again, Peter Parker bests Tarantula, drowning him into a pool of serum.



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