The motorman who was driving the number six train used the private intercom to ask his conductor how everything was going. Sol Zelesky was a man of habit and order. He liked to make sure everything was running smoothly. "How's it going back there, Abe?" he asked.

The intercom crackled to life. "Everything's coming up roses.” Abigail O'Reilly said in her thick Irish brogue. "No crazies, no weirdos, the air is running fine... roses. How you?"

"Good to hear it bud -- Oh my God!"

Abby O'Reilly was an easygoing girl from the old country. She liked to kid and be kidded in turn. She took the old man's sassing and calling her Abe. But when she heard Sol Zelesky scream, she panicked. The old man had been a kindly father figure to her ever since she joined the transit team. And with most of her kin back home, she felt as if he were family.

So, before she knew what she was doing, Abby O'Reilly was rushing to the front of the car, to see what had happened to Sol, but she didn't get far.

She heard the Squealing of the train breaking a split second before she and the rest of the passengers felt it. She was thrown to the floor with the others.

She was on her feet and moving in an instant. Had the old man had a heart attack? she thought.

When she reached the front of the train, she saw, thankfully, that Sol was alright. A couple of people had some minor bumps and bruises, but in general, everyone seemed okay.

"Sol, what--?"  She asked.

"Look--!" Sol Zelesky said, pointing.

Abby O'Reilly looked, and gasped.

But then the inevitable power outages and burnouts. This area seemed particularly susceptible to them. And so the two Con Ed workers found themselves underground again.

"So, whatddya think?"  Stanley asked his friend.

Larry was looking at the thick underground power cable that fed this grid. Larry whistled. "Looks like you were right, Stan..." Larry said. "This thing looks like it was bitten. Now what could have done THAT?"

Further down the damp and dripping tunnel, a huge shape moved towards the two of them.

"Tell them the truth," Sol Zelesky advised. "This is New York. I'm sure they've heard weirder things."

Abby O'Reilly picked up the radio set. "Uh -- headquarters," she began, uncertain. "This is 4:45 out of the Bronx. I am... that is, we are  -- well, the train seems to have been caught in a giant web."

When they turned, they found themselves blocked by a huge spider. The spider reared up.

The two men ran, screaming, down the dank tunnels, where they found and used another service exit.

A blond-haired man in a white lab coat entered the room and both of the men stood up. "Sorry to keep you waiting..." the blond man said, as he extended his hand. He had a muscular built which implied that he didn't spend all his time in the lab. He shook the hand of the first man nearest him. "Are you Dr. Curt Connors, the man who called me?"

The dark-haired man shook his head. "No, I'm sorry. That would be my colleague there. I'm Dr. Kirk Langstrom."

The blond man shook Kirk Langstrom's hand again. "Dr. Henry Pym. Pleasure to make your acquaintance, Dr. Langstrom." He turned to the other man and shook his hand. "Dr. Connors."

Dr. Henry Pym gestured for them to enter his office. Once inside he asked how he could help.

It was Dr. Langstrom who replied. He explained about Spidey's mutation after having been exposed to the bites of a denful of disturbed spiders. "I had a vaccine which should have worked..." Dr Langstrom explained.  "...but instead it had the reverse effect. Spidey ran amok and escaped from us."

"Where is he now?" Henry Pym wanted to know.

"In the tunnels, is what I hear.” Dr. Kirk Langstrom replied.

"So, first we have to CATCH him, then cure him." Dr. Pym stated, with some humor.

The other two scientists looked chagrined, then nodded.

"Lucky for you..." Henry Pym said. "...I have some pretty powerful friends."

"Not now, Robbie!  I've got a meeting to go to!"

J. Jonah Jameson, owner and publisher of New York's leading newspaper, the Daily Bugle, rushed down the hallway, leaving his Editor-In-Chief, Robbie Robertson, confused. Meeting? he thought. What meeting? I checked his calendar. There was nothing officially scheduled for this time period. Robbie Robertson was correct.

But, unofficially, Jameson had big plans indeed. Rushing over to midtown, Jonah drove his battered Ford to a certain building on Tenth Avenue, not too far away from Hell's Kitchen in one direction, and the docks on the other. A perfect seamy slice of life in which to conduct his business. Because J. Jonah Jameson's business this night was murder.

Making his way into the recesses of the building, J. Jonah Jameson was looking for a light switch (and not having any luck), when a bright light appeared in the near-blackness. In front of the light, in silhouette, were three men at a desk. One was seated, while the other two remained standing. Jonah did not lead a sheltered life; he knew to direct his remarks to the man in the chair.

"Well?" Jonah said uncomfortably.

"You called us, remember?" It was, uncharacteristically, one of the guards who spoke. The one to the left of the man on the chair, yet Jonah continued talking to the seated individual.

"I want to know how the project is going." Said Jonah.

"It's going." Replied the other guard, the one on the right.

"Well, I want it speeded up. I want a test run." J. Jonah Jameson felt himself starting to get hot under the color. "Things are going crazy...” Jameson said. "They're running amok." he added. His discomfort had fled. He was on his favorite subject. "There's giant spiders now. Maybe it's Spider-man, maybe it's not. Maybe he's infecting people --"

The man on the chair finally spoke. One word. "Jonah."

"Huh--?" thrown off-balance by being cut off, Jonah was once again tenuous. Reaching into his pocket, the publisher of the Daily Bugle withdrew a stuffed envelope and placed it on the desk.

"That should help expedite matters sharply." the guard on the right said.

"You should go now." the guard on the left said. The light in the room was extinguished. J. Jonah Jameson, fumbling, made his way to the door.

The voice of the mysterious individual followed him. "A test." said the voice.

Devoid of spooky tricks or intimidation, J. Jonah Jameson had the sneaking suspicion he had heard the voice of the man in the chair before.

The guard on the left reached over and smacked the back of the head of the man on the chair. It resounded in the echoes of the near-empty room, with a resounding whack! "Didn't I TELL you not to say anything?"

Daniel Vox, seated behind the desk, rubbed his head and gave a surly look to his benefactor. "I was just improvising," he sulked.

The "guard" grabbed Daniel by his collar and heaved him to his feet. "Listen to me, you little twerp..." the man hissed. "...if you screw this up in ANY way, not only will I not help you bust out of being a third-rate second story man and into the big leagues, I'm going to put you right back in jail. Signed, sealed, delivered. You got me?"

"I got you...” Daniel said, attempting to wrest himself from the other man's grip.

His assailant pulled him closer. "No, I mean you REALLY got me?"

This time, Daniel stated his compliance with conviction. "I got you! I GOT YOU! Jeezus!" And soon, he added as the other man let go of him, you're going to get yours, too. His mysterious benefactor kept assuming that he, Daniel Vox, was simply going to be his stooge. Wasn't he just going to be surprised. Just like the rest of them. Everybody whoever put me down. Made me feel like shit. Then YOU'LL get ME. The thought brought a wide, menacing grin to Daniel Vox's face.

Dr. Kirk Langstrom was the first to speak. "The antidote should have worked."

"What does it do?" Dr. Henry Pym asked.

"It goes through the body, reversing extraneous genetic coding, anything that seems alien to the host species." World-renowned geneticist Dr. Kirk Langstrom explained. "It's like a biological re-boot."

"I wonder why it didn't work with Spider-man?" Biologist Curt Connors dragged himself away from the microscope, where he had been comparing skin samples from the pre and post transformed Spider-man. He had to admit that there were no differences that he could discern. That was as disturbing as it was fascinating.

"There are two possibilities..." Kirk Langstrom answered. "...One, there may be a size issue involved. The serum affects things on a molecular level. We may need to refine it, make the delivery system smaller."

"And that's why you came to me?" Dr. Pym mused. "The nanotech devices we've been working on?"

"Partly." Dr. Connors moved over to another side of the laboratory, where models of the helmets that Dr. Pym used during his days as an Avenger littered a table.

"What's the other part?" Dr Pym wanted to know.

Dr Connors picked up one of the helmets. "This. We need to see if Spider-man's intelligence still survives. We haven't been able to communicate with him since his transformation."

Dr. Pym looked at Kirk Langstrom. "What's the second thing? The other reason that the serum didn't work?"

"It may be that nothing of the original Spider-man exists." Kirk Langstrom replied. He was reluctant to consider the possibility, to give up hope. "It may mean that this creature is a perfectly suited adaptation of whatever made Spider-man superhuman."

Dr Pym didn't understand. "What does THAT mean?"

Kirk Langstrom put it another way. "The antidote couldn't purge the extraneous genetic material because there is no extraneous genetic material. The spider's bites may have triggered the next step in his evolution."

But it was Dr. Curt Connors who summed it up: "Spider-man might be trapped in this new body forever."

Commander Rann stared beyond the giant machines to the great energy barrier beyond. The Spacewall. For most of their history, only one man had ever breached the barrier and returned to tell the tale. Now such travel was soon to become commonplace.

Princess Mari came from the screen to be by his side. "Troubled, my darling?" she asked.

Commander Arcturus Rann removed his helmet to stare fully into her eyes. "How can I be troubled, with one such as you by my side?" he said bravely.

Princess Mari was not convinced, but she didn't press the issue.

Only Bug kept analyzing the data and the machines. "Wow!" he said. "This is fan-tas-tic. What did you say the name of the person was who came up with these?"

Commander Rann, again looking at the once-impenetrable Spacewall, made an offhanded reply. "His name is Doctor --"
 

As soon as the lab was empty, a shadow began to move among the abandoned devices. The insect-looking nanotech device was still displayed on the computer monitor. The figure ignored all those and moved to where Dr. Curt Connors had been looking at samples under the microscope. The figure placed a slide under the microscope, confirming the contents, then as silent as a thought it departed once more.

The shadow meet two companions outside the building. The security devices which were installed in Pym Laboratories were almost as good as those in its sister building, the Hall of Justice.

But they were no match for the stranger's technology.

"That's some slim-jim you got there, Klaatu, to be able to jimmy that door like you done." one of the stranger's companions said. Sounding just like  James Cagney....

Overhead, the city continued on in its daily activities. Those who had been on the train were beginning to make the rounds of the various local TV stations, while the two men who had seen the giant creature were on CNN.

"Hey Cheryl, look at these shows..." Mandy said. "They are you all over."

"Which ones?" Cheryl asked, approaching her friend by the store's window. Cheryl loved shopping with Mandy. Mandy was the only person she knew who could spend more time shopping for shoes than SHE could. Must be her California genes. They have nothing BUT malls in SoCal.

As Cheryl and Mandy continued on with their shopping, they failed notice the shadows which stirred in a grate by their feet.  Their bodies were multiplied dozens of times over in the multifaceted eyes.

The creature hid in the shadows, perhaps yearning for a life it might not be able to share in again.

There was a buzzing around the creature's misshapen head, and then a was is placed around where its neck should have been.

The creature reared back on two of its six legs, looking for its attacker. A strange buzz began in its head.

It spied its assailant. Dr Henry Pym was still wearing his lab coat, but just about everything else had changed. He was now about one inch tall, astride a giant flying ant, and wearing one of the miniature helmets that had been in the lab.

The voice of Dr. Henry Pym, formerly the Avenger known as Ant-Man, filled Spider-man's head. I've got him! Come here! I've found him! Assemble!

Um, Doc, not to quibble, but we sure aren't the Avengers.

Two others joined the fray. They were normal-looking and familiar. They also wore two of Pym's cybernetic helmets. 

The huge weight of the creature heaved forward.

WAIT! Spider-man! This is Dr. Curt Connors! I'm your friend! Don't attack!

I'm not attacking, came the smart-alecky reply. It's just hard keeping this new body balanced upright, that's all.

Spidey you're still there!  I was afraid --

I know. I was afraid of the same thing. I had a couple of lapses -- and I think that the Number 6 riders are going to hate me for a while -- And there are two guys who are either seeing shrinks or taking a drink right now -- but otherwise, I've regained control. I just wasn't sure how to get back in touch with you, Dr. Connors. I certainly couldn't go out in the street looking like this.

Spidey took a look at the device he had at first mistaken for a noose. It was obviously a variation on the devices that Pym used to communicate with the ants and other insects. Spidey was grateful for it. His physical makeup no longer allowed him to speak normally. The communications device allowed him to feel a little more human again.

So, what now? Spider-man asked.

Dr. Kirk Langstrom moved forward.

Another shot with the serum. Henry Pym said. This time I'm going to be using my nanobyte technology. The devices themselves might be crude, but they'll be guided by excellent pilots. He added cryptically. He then proceeded to inject Spidey with the new serum.

Alright, fellas, let's roll,  Dr. Henry Pym said. Almost immediately, something began to happen.

That was their signal.

Commander Rann guided the giant ships beyond the gravimetric pull of the world, and then the microverse, as he slowly, methodically, breached the Spacewall.

Memories assailed him. Memories of being dead. Memories of having been there before. Commander Arcturus Rann. The only man to have ever returned from the Spacewall. Now he knew why. He was the guardian of his people. He was the only one who could do this. Something inside of Commander Rann spread forth from within him to protect his people and their fleet of precision crafts. As it did so, Commander Rann suddenly knew the secret of the enigmatic Time Travelers.  He also knew the secret of the Spacewall.

Into the Spacewall --

Through the white --

Commander has breached the Spacewall. He found himself in his ally's universe. A giant's world. Where the largest ships his people had ever known were smaller than molecules. But even this greatest of seeming disadvantages could be put to good use.

Commander Rann saw the huge insectoid nanotech machines, which he'd only seen previously on the deck monitor. They easily dwarfed his giant Acroyears. Luckily, they were not enemies, but belonged to the same class of machines.

As Commander Rann networked with the nanotech devices, Dr. Curt Connors, who was monitoring the activity on a portable device, noticed his activities. Hey something's happening here.

Kirk Langstrom looked at Spiderm-an. He had begun to shake all over.

Spider-man!  Are you okay --?

The devices that they had been wearing began to crackle and hiss as Spider-man began to transform before their eyes.

Moments later, a dazed-looking Spider-man was looking up at them from the ground.

He was profoundly grateful to them all. He had always felt like a loner, apart from people. But having been transformed so grotesquely, Peter Parker, the Spectacular Spider-man, knew that his prior feelings had been absurd. Now he knew what real alienation was.

"Thank you..." Spider-man said gratefully. "Boy, am I glad to see you guys."

An unknown voice filled the tunnels. "And boy are we glad to see you!"

Suddenly someone began to unload with .50-caliber machine guns.

As Robbie Robertson turned his key to enter the door to his Upper East Side brownstone, all he could think of was the comforts of home and then end to a long day.

But it was not to be.

The light from the street lamps fell in a yellow square at his feet. His house was dark. The lights should have come on, but didn't. "What--?"

Robbie Robertson had only a moment to register that something was wrong, when a hand reached out of the darkness and cracked him in the back of the skull with the butt of a pistol.

Robbie Robertson saw stars as he fell. He felt the weight of someone's knee on the small of his back as he lay on his shag rug, bleeding, staining the expensive woven fibers.

"Listen up, Mr. Robertson, we have your son." A voice hissed in Robbie Robertson's ear. "If you want to see him again, we need you to find out everything your paper has on the three incidents I've written down on this piece of paper."

Robbie had the feeling that there were more people in the room besides the one talking to him, but in his concussed state, he couldn't be sure if his impressions were real.

Robbie Robertson did what he thought was the most sensible thing under the circumstances:  he passed out.