SPIDER-MAN: I can't believe what happened.
The paper says Midtown High collapsed in an explosion.
But what they don't know is that the Jackal's headquarters
was directly underneath it.
We destroyed it before he could create his spider army.
But not without a casualty, Norman Osborne.
Harry's devastated,
and there's nothing I can do to comfort him,
because he blames Spider-Man.
Seeing what these spider powers can do firsthand,
I don't think a whole army of rogue spider-men is a good idea.
That would mean new spider-powered people,
new costumes,
new abilities, and definitely new threats.
Which is why I need new ways to find the Jackal.
MILES: Got you!
Aw, man!
I was so close. What gave me away?
Well, the mirage reflectors in your new stealth suit
seem to have a short in them.
But to be honest,
I could hear you chatting a mile away.
You gotta stop talking to yourself so much.
Wha-- [SCOFFS]
I don't talk to myself.
Yeah. I'd look into that.
Anyway, I didn't come this close to be denied my prize.
-Oh, I'm starving. -Wait! I also--
[ALARM BEEPING]
You rigged the cupcake? Ugh!
ROBOT: Security activated.
I'm guessing you programmed your security bots
to recognize Spider-Man, right?
Uh, Spider-Man, yes.
Stealth Spider, no.
Prepare to be destroyed.
I just lost my appetite.
I tried to take him offline, but it didn't work.
So I suggest you run!
[GRUNTING]
Great!
This is the perfect time for the stealth suit's reflectors
to be malfunctioning.
Time to take this outside
before we destroy any more school property.
This suit was supposed to make me invisible,
not attractive to security bots!
Whoa! I have to find a place to get it off me.
Scanning for subject.
Parker, Peter, Horizon High student.
You okay?
"Run," he says.
Well, at least we found out the suit is flawed
before you went out into the field.
But what went wrong?
I messed up.
I added thermal-suppressor tech to cover my body temperature,
but I didn't account for the extra heat the suit creates.
In other words?
My sweat short-circuited the suit.
-[GROANS] -So now it's trash.
Stealth suit no more.
Oh, what am I doing? Heh.
I can't just throw out a Spider-Man costume.
That's incredibly irresponsible.
Come on, Dad.
What's the code?
The Jackal is still out there,
and if I can access your video journal,
maybe I can continue your work to stop him.
[KEYBOARD CLACKING] [BUZZES]
[GROANS]
You, uh-- You all right, Harry?
Oh, yeah. Um, just some computer trouble.
Oh. Well, listen, uh,
I wanted you to know how sorry I was to hear about your dad's passing.
Thanks, Joe.
Pete joining you today?
No.
Well, anyway, this one's on the house.
I appreciate it.
I'm ready for that smoothie.
-Hey, Harry. -Not talking to you.
I know. I just wanted to say that--
If you know, then you'll stop talking.
I'm not friends with people who help Spider-Man.
Leave me alone.
Why am I always paying the price for Spider-Man's actions?
You were at school pretty early for a Saturday.
Oh, Gwen. Hi.
Uh, how do you know?
I was working in my lab.
Thought I heard your voice.
Really? Uh, what did you hear?
Not much.
I had to leave to pick up some samples I sent out for testing.
[FOOTSTEPS APPROACHING]
-Hey, Gwen. -Hey!
Uh, Pete, have you been feeling different
in any way since our time at the Jackal's headquarters?
Different?
Uh, no. Why?
No reason.
I-- [SIGHS] I gotta go.
Huh. That was weird.
I wonder if she knows what we were doing this morning.
-Where's my backpack? -I thought you had it.
No. I left it at the table with you!
[SOFTLY] The stealth suit was in there.
Oh, you should've told me.
-Harry's gone. -So is Gwen.
But they wouldn't take my-- Would they?
Gwen was acting weird.
And Harry's pretty mad at me right now.
What are we doing?
These are our friends.
-Can you track it with a GPS? -Maybe.
But it was a beta version.
I never tested it outside the lab.
So it's, like, really gone,
not just invisible gone.
Because while it was supposed to be stealth,
it is now also stolen.
Yeah. I get it.
I'm gonna head back to Horizon and see if I can track it.
I'll see what I can find around here.
Nothing.
It's like your broken stealth suit
was wearing a working stealth suit.
Any luck on your end?
No.
The homing device must've shorted out when the suit did.
[SIGHS] That's not good.
-I better keep looking. -I'll scan again.
I made the suit out of the silk of a garden center spider,
which gives off a distinct electric charge.
So if I limit the search to that polarity,
I might get something.
-[LOUD CLANKING] -Huh?
Miles? Is that you?
Miles?
[BLOW LANDS] [GRUNTING]
[GROANS] First the symbiote, and now the stealth suit?
Why do all my costumes come back looking for a fight?
[GRUNTS] Whoever you are,
I see you fixed the deflectors on the suit.
But are you smart enough to defeat my cupcake?
Intruder! Prepare to be destroyed!
Infrared on.
[GRUNTS]
Let's hope you didn't repair all the suit's problems.
Excellent!
Your increased body temperature is allowing me to get a heat read.
And besides stealing my costume, you've also stolen my powers.
So who are you? [GRUNTING]
[CLATTERING]
-Looking for me? -[GRUNTS]
[GRUNTING]
The Micro-minimizer?
That's what you've been looking for?
Well, you're gonna have to deal with Spidey
and the patent office,
because that's an official Horizon High design.
Just like my tracer is an official Spider-Man design.
Got you!
That's odd.
Didn't know Gwen was conducting any spider experiments.
Wait a minute.
She asked if I was feeling different
since our time at Jackal's headquarters.
What if Gwen was somehow bitten
by one of the spiders there that day?
She could've turned into the Stealth Spider!
That doesn't make any sense.
Why break into Horizon
when you have complete access as a student?
And why head to Osborn Academy?
Miles, I found the suit.
Finally. Where is it?
On someone heading for Osborn Academy.
So it is Harry.
Let's not jump to conclusions.
Just meet me there.
Yes! Finally!
Personal Log Number 417:
Raymond Warren is amassing a spider army.
It's a danger to humanity
that must be stopped, at all costs.
In here are the blueprints
for a plan to neutralize that army.
And for anyone who doubts the army's existence,
look no further than the menace of Spider-Man.
Mark my words, more spiders will come.
And they must be stopped.
You were right, Dad.
And you did stop them.
With your life.
But I promise you,
I'm not gonna let the Jackal try again.
I'll take down all the spider-men,
now that I have the means.
[ALARM BEEPING]
Spider-Man!
Oh, you picked a bad time to trespass!
According to this, the Stealth Spider is inside.
And there's no sign of forced entry.
Why would there be,
when Harry has keys to the kingdom?
I'm afraid you might be right.
Switch to thermal vision.
We should be able to see him because of the suit's body temp issues.
Switching to thermal. Also, I'll show him some stealth.
SPIDER-MAN: There!
Give it up, Harry! I know it's you!
Hold it right there, Spider-Man!
Harry?
But if you didn't steal the stealth suit-- [GRUNTS]
No more time for guessing! [YELLS]
A new spider soldier?
So my father didn't stop the Jackal's army from growing.
Well, I will! For good!
Harry, wait!
Can't say that came as a shock.
[GRUNTS]
I'm taking all the spiders down today!
And I don't care who's first! [GRUNTS]
You know kids shouldn't play with matches,
-let alone full-on flame swords. -[HARRY GRUNTS]
[GRUNTING]
Get Harry down while I take this guy out.
Priorities, boss.
We'll take this guy out together.
The priority is don't get roasted!
[GRUNTS]
Hiya, boys! [GRUNTS]
Need some backup?
Gwen Stacy with spider powers?
Is there something you've been meaning to tell us?
Guys, stay focused.
Hey! Let go of him, you weirdo!
[GRUNTS] That's not what I meant!
GWEN: Wait for me!
I did not think this through.
[GRUNTS]
[SCREAMING]
[GIRL GASPS] [HARRY GRUNTS]
Don't forget to curb your dog, ma'am.
I don't care that you saved my life!
You should've saved my dad's life at Midtown!
Harry! How can you say such a thing?
And how long have you had spider powers?
Excellent question.
Is everybody around here a member of Jackal's spider army?
[GROANS] Harry, just because someone has spider powers
doesn't mean they're part of a spider army.
That is probably the weirdest thing I've ever said.
The truth is,
I don't know how I got spider powers.
But I promise you, I don't work for the Jackal.
You've gotta trust me.
I've always trusted you, Gwen.
It's these guys I don't trust.
Harry, they were fighting that maniac as hard as I was.
You've gotta get over this hatred of Spider-Man.
My dad is dead because of him!
No, Harry. That's not how it happened.
I was there, too, remember? I saw it.
You've gotta know Spider-Man did all he could to save you both.
And I know you're hurting right now,
but we were all affected by that explosion.
I lost my uncle.
The city lost a school.
Wait. Gwen's right.
We were all affected by that explosion.
Do you think you got spider powers
by being too close to the experiment when it exploded?
I've run a number of tests on myself,
and since I wasn't bitten by a spider the way you told me you were,
it does make the most sense.
Then why don't I have spider powers?
You were wearing that mask the day of the explosion.
Maybe it protected you somehow.
But that doesn't explain the new guy.
Where'd he get spider powers from?
Is he a member of Jackal's army?
I don't know.
But I sure could use your help in finding out.
Okay.
But the mask stays on, just in case you're contagious.
Thank you.
I'm running a scan of my tracer,
but it must've shorted out when the suit was fried.
We'll need to find a new way of tracking him.
I found a piece of his suit
that must've got caught on the glass when he escaped.
I'll scan it for clues.
HARRY: The suit is made of a charged spider silk
that gives off an electromagnetic field.
Similar to those used in cell phone towers.
By triangulating his energy field
against various cell towers across the city,
I can tell exactly where he's going.
Cell phone towers!
Of course!
I could've used you 12 hours ago when I first lost the suit.
Where's he headed?
Uh, he's headed to Liberty Island.
Great.
Yeah.
But what's not so great is what he stole.
I just ran an inventory of the chemicals in the lab,
and a number of toxic dioxins are missing.
Thanks, Harry.
Harry says Stealth Spider stole a bunch of poisons.
MILES: That could explain why he stole the Micro-minimizer.
It can convert liquid into microscopic particles
that enable them to become airborne.
Combined with the deadly toxins,
he could feasibly disperse a poisonous gas over the entire city.
-[COMMUNICATOR BEEPING] -It's Harry again.
What else you got for us?
HARRY: Uh, Pete, what are you talking about?
[SOFTLY] Ugh, wrong phone.
[NORMAL VOLUME] Uh, hi, Harry.
I was, uh, just talking to someone else.
Nothing important. How-- How are you?
Not great, to be honest.
But I feel like I've been taking it out
on the wrong people, which is why I'm calling.
I wanted to say I'm sorry.
For overreacting about your relationship with Spider-Man.
He saved my life today.
And, well, Gwen helped me realize that he isn't the enemy.
So I was thinking...
maybe we can be friends again too.
That makes me really happy, Harry.
Me too. I'll call you later.
Sorry. Harry was just telling us to be careful.
Did he also tell us how to get to the Statue of Liberty?
I mean, the ferry isn't exactly the best choice for a sneak attack.
SPIDER-MAN: Oh, we've got a better way. -No. No!
No, wait! Guys, I'm new at this!
I'm not ready to-- [YELLS]
MILES: Relax. You're safe. [GWEN SIGHS]
GWEN: I love that you think I'm safe when a crazy spider person
has escaped with enough chemicals to poison the city.
SPIDER-MAN: Well, lucky for us, that crazy spider person
is right up ahead at our 2:00.
If you can get me in closer, I think I can strike the first blow.
But you don't have web wings.
You sure you're up for this?
My friend Peter Parker has a saying.
"With great power comes great responsibility."
I think it fits the occasion.
[YELLS]
[BEEPS]
The tanks are on a launch timer.
I'll work on shutting them down.
[YELLS]
[GRUNTS, YELLS]
[GRUNTS]
[GROANS]
-[KEYBOARD CLACKING] -Oh, come on, Miles.
Treat this like a test.
But if you get it wrong, you don't fail,
you just poison the entire city.
I've got him!
[GRUNTS]
Where is he? Where is he?
Got him!
Here's web in your eye!
[GRUNTS]
I can't stop it.
The timer has multiple layers of encryption.
We've only got 45 seconds left.
Forty-five seconds?
That should leave me ten whole seconds for a curtain call.
[GRUNTING]
This looks like an asymmetrical encryption code. Easy.
Uh-oh. Unless it's merely disguised as an asymmetrical encryption code.
[GRUNTS]
Aah!
[GRUNTING]
[GRUNTS]
Okay, Gwen.
All the spider powers in the world aren't gonna help
if your brain can't figure this out.
Let's try a nonsequential algorithm.
COMPUTER: Launch sequence terminated.
Yes!
Spider-Gwen got me here, but regular Gwen saves the day!
Whoo-hoo!
I got your back.
Now show this imposter who the real Spider-Man is!
[GRUNTS]
Game's over, Miss Muffet.
Why'd you call him that?
Because along came a spider,
you've worked alongside her...
[GRUNTING]
...and beat the Stealth Spider away!
Yeah!
Making nursery rhymes cool again.
And now to find out who you really are.
-Ugh! -Eww!
And that's gonna give me nightmares.
[ROARS]
Uh-oh! He damaged the news copter.
I'm on it! My first copter rescue.
[ALARM BEEPING] [GASPS]
Hang on, folks! Help has arrived.
[ALL YELL]
[ALL GRUNT]
[THUNDEROUS SPLASH]
SPIDER-MAN: Great work, you two.
But that monster got away.
I still can't believe you have spider powers, Gwen.
Wish I was there to see it.
You should've turned on the TV.
It was all over the news.
Really?
So everyone saw Spider-Man and friends saving the city?
[CHANTING] Spider-Gwen! Spider-Gwen!
Spider-Gwen! Spider-Gwen!
Well, they saw someone saving the city.
Tell me again why we keep our identities a secret.
[SIGHS]
I'm just glad my spider powers
actually helped my relationship with Harry for a change.
[OVERLAPPING SHOUTING] Can you sign this for me?
[OVERLAPPING SHOUTING CONTINUES] [GRATE CLANGING, CREAKING]
Careful! The grate's breaking!
[CROWD GASPING, EXCLAIMING]
[PETER, MILES, GWEN GRUNTING]
-Come on. -Here.
[GRUNTS]
You just-- But how--?
You're Spider-Man?
No. No, Harry, listen, I--
I must've been exposed to the spider virus too.
[SIGHS] You were long gone by the time it exploded.
I can't believe you kept this from me!
[WIND HOWLING]
I think the spider virus is airborne.