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The issue begins with an energized, silver version of Spider-Man hovering over Firestar. Justice arrives and nails him with a telekinetic blast. The creature continues to adapt and take new form. Appearing more and more metallic, larger, stronger. It finally makes its escape by unleashing a sonic blast.
Justice contacts Turbo to track down the metallic Scarlet Spider; but as she does, the Scarlet Spider lands in an alleyway; and as quickly as he had changed into his metallic form, he once again reverted to his normal form.
The scene shifts to the FBI headquarters, where Nelson Stone tells his agents that he doesn’t believe that Joe Wade died in the explosion at Doctor Octopus’ lab (see Spectacular Scarlet Spider #2 for more). One of the agents named Steph, working for Stone, goes to Joe Wade’s home and finds him there. Steph learns that Stone is interested in using Joe Wade as guinea pig, since he knows he’s infected with the nanotech.
Spider Man arrives on the bridge to help the New Warriors restore order.
Having previously been Scarlet Spider, he makes the mistake of noting where the Crashpad is located, telling himself he should tell the Warriors the truth. “Guys, I know I never told you who I really am, so here it is. I am Peter Parker, but I thought I was a clone so I called myself Ben Reilly and dyed my hair blond and started a new life after my clone gave up being Spider Man.” Realizing how silly that sounded, he kept the secret to himself.
At the train station, Rita is the one who picks up Robbie as he returns from Springdale. He invites her to his place, because his mother is going to be promoting a Soap Opera, and he was told that his mother was going to try to sneak in his name. So together, Robbie, Rita and Niels head to Robbie’s place.
When they arrive at Robbie’s place, he reaches into the fridge where his powers, once again slip out of control. As his powers slide out of control, Rina screams – her head pounding. When Robbie controls his powers, the fridge and food all looks as if it was two hundred years old, rather than two years old.
Back at Joe Wade’s apartment, Joe Wade loses control and notices on the television that if he could get there, millions of people could witness his power.
The scene shifts one more time, where Smartship Friday examines the nanotechnology, noting it is extremely advanced. Smartship Friday notes it would take about two hours to fully examine it, to which Spider Man asks if he could loan a communication badge. When Justice questions him about knowing they have a communication badge, he points to the one on Firestar’s shoulder, stammering – but before Justice could question him further, Smartship Friday interrupts.
The scene changes once more to Robbie’s apartment, where he sees the metallic Scarlet Spider has taken over the newscast and taken Robbie’s mother hostage, claiming that he will begin killing them one at a time – but the big question is who shall he kill first?
Rina, who Speedball calls “Timeslip” tries to stop Robbie, fearing that this could be what leads to his death. Speedball tells her that if it costs him his life to save his mother, it is a cost that he is more than willing to pay.
This story concludes in Web of the Scarlet Spider #4.