With a giant spider terrorizing the city, Otto Octavius goes into action as Spider-Man. He thinks about how New York is always in a state of panic, and how he was often the cause. Now, as Spider-Man he has inherited the opposite side of these crisis now that he has vowed to being a superior version of Spider-Man.[1] As he battles the creature, Otto wonders if this creature is a remnant of the recent Spider-Island crisis.[2] However, he is shocked to see that this spider has human eyes. Before he can slay the monster, he is jolted by a bolt of lightning as the X-Men arrive to take control of the situation. They have determined that this creature is a mutant and have decided to contain it.

Watching from the sidelines, Otto is unimpressed with the X-Men, considering the team of mutants as nothing more as genetic freaks. As Storm and Iceman fight the creature, Marvel Girl uses her telekinetic powers to try and restrain the spider. Meanwhile, Shadowcat and Lockheed keep the NYPD’s Anti-Spider-Squad at bay. While on the ground, Wolverine orders Beast to come up with a solution and orders Spider-Man to stay out of the fight.[3] As the battle rages, Spider-Man uses his new goggles to scan the X-Men and, with the help of Peter Parker’s memories, makes a threat assessment on these mutants.[4] That’s when he sees that the massive spider is about to spit at Storm and quickly carries her to safety.

As the X-Men struggle to contain the creature Spider-Man grows impatient and leaps in to fight the creature himself. The X-Men are horrified when Spider-Man starts attacking the creature, however Beast suggests they give the web-slinger the benefit of the doubt. When Spider-Man orders Storm to change the air pressure, she complies, weakening the creature long enough for him strike the spider again. Rejoining the X-Men on the ground, Wolverine demands to know what Spider-Man is up to. Spider-Man tells Wolverine not to touch him and knocks him to the ground with a punch. This leads to a fight between the two, but Logan is not prepared to fight a Spider-Man that doesn’t have the same level of restraint as Peter Parker. This plays into Otto’s hands since Wolverine holds back from using his claws. Spider-Man has not such compunctions and uses his talons to slice open Wolverine’s face and ultimately knocks Logan out.

Moments later, a charge he placed on the giant spider goes off, knocking it out. The X-Men are highly suspicious of Spider-Man’s actions in this battle, but he convinces them that he knows a lot about spiders because he is Spider-Man. That’s when they notice that the spider creature has reverted back to human form.

As they rush to check on the person, Wolverine tries to ambush Spider-Man from behind. Luckily, Otto’s spider-sense allows him to evade the attacks, but eventually Logan restrains him. Having grown suspicious of Spider-Man’s behavior, Wolverine orders Marvel Girl to read his mind. Quick thinking, Otto points out that this would be an invasion of his privacy, a concern that Rachel also has. Ultimately, he convinces everyone that all of them have thought about beating up Wolverine in the past, a notion that none of the X-Men can deny. By this time, the Beast has scanned their mysterious “spider-girl” is registering as a normal human. This leads Spider-Man to deduce that she was created out of hybrid DNA from human, mutant and spider genetics. At frist, the X-Men think this might be the world of Mister Sinister, but the geneticist doesn’t tamper with human or animal DNA.[5] Before the X-Men depart, Shadowcat points out that Spider-Man seems different, the only answer that he can provide is that people can change.

As Spider-Man leaves the scene himself, he has deduced that the spider-girl they all fought was actually a clone and judging from the woman’s blonde hair, he knows who might be responsible. At that moment, the Jackal has just broken into one of Mister Sinister’s genetic banks and taken down Riptide, the lone guard. He tells the mutant to send a thank you to his master, Mister Sinister, for giving him access to what he calls a “genetic candy store”. The Jackal figures this will take some time and he has a lot of work to do.[6]

Recurring Characters

Spider-Man, X-Men (Wolverine, Storm, Beast, Shadowcat, Marvel Girl, Iceman, Lockheed), Jackal, Riptide

Continuity Notes

1. Otto Octavius swapped bodies with Peter Parker during the course of Amazing Spider-Man #698-700. This will remain the status quo until Superior Spider-Man #31.

2. For more on Spider-Island see Amazing Spider-Man #666-673.

3. Otto recounts how the X-Men recently went to war against the Avengers, a battle that nearly destroyed the whole world. See Avengers vs. X-Men #0-12.

4. Spider-Man notes that Marvel Girl, aka Rachel Grey, comes from the future of an alternate timeline. First appearing in X-Men #141, Rachel Summers hales from Reality-811, a timeline where mutants are herded into concentration camps for eventual termination by the Sentinels. She ventured into the present day of Earth-616 in New Mutants #18 in the hopes of preventing her future from coming to be. However, by this point Earth-616 had already diverged away from mirroring the future of Earth-811.

5. At the time of this story, Mister Sinister was killed by Mystique in New X-Men (vol. 2) #46. Sinister would be brought back to life in Uncanny X-Men (vol. 2) #2.

6. The Jackal’s investigation into Mister Sinister’s cloning banks will come to fruition in Superior Spider-Man Team-Up #2 and Scarlet Spider (vol. 2) #20.