Carl King had spent the entire night devouring over a dozen people from the city's fringes. With every life consumed, he felt his power ballooning, reaching a fever pitch where he was certain even Spider-Man couldn't match his raw output. His plan was a masterpiece of cruelty: consume Peter Parker's friends one by one, then use their stolen skins to get close enough to peel the mask off Parker himself.
He hadn't expected his first move to hit a brick wall.
Parker seemed to have read the script. The moment Gwen Stacy stepped out of the subway, Peter was there, whisking her away before Carl could even twitch. Worse, the meticulously woven human face Carl wore—a disguise he considered flawless—had been punctured like a cheap Halloween mask by a single, casual punch.
But the real problem was the smell.
Parker was exuding a scent today that was utterly cloying—sweet, heavy, and hot, like rotten honey mixed with copper. It sent the swarm into a primal frenzy. Not just the spiders nesting inside Carl's hollowed-out mass, but every arachnid lurking in the sewer grates and wall cracks surged out. They became a black, skittering torrent that coalesced into a humanoid nightmare over ten feet tall, swinging from thick, corded webbing.
"I'm faster than you!"
Carl's laughter was a wet, rattling sound in the wind. He outpaced Peter's swing, sticking a web-line to the hero's back and yanking him inward. He met Peter with a massive, multi-limbed fist that sent the wall-crawler spiraling through the air.
I am stronger than you!
Carl didn't give him room to breathe. He plummeted like a stone, pinning Spider-Man to the asphalt and unleashing a rhythmic barrage of blows. Car alarms shrieked and pedestrians scattered as the impact crater deepened. On the giant's shifting face, thousands of spiders rippled to form the crude suggestion of eyes and a mouth.
"I'm smarter than you! I have the Chameleon's cunning! I know the Punisher is waiting in your little trap, but you'll never live to reach it!"
He leaned in, watching Peter's mechanical lenses shrink to pinpricks.
"I thought you were just on steroids, Carl," Peter rasped, his voice strained under the weight. "I didn't realize you were doing the heavy stuff, too."
"I'll tear that mouth right off your—"
ZZZT!
The web-shooter let out a sustained electrical discharge, giving the swarm a localized jolt of electrotherapy. The pain was a momentary hiccup. The living mass simply shifted; the survivors devoured the fried husks of their kin to birth new spiders. A dark wave of them began to carpet Peter's suit, sensing the meal beneath the fabric.
They were inches from the prize.
Then, Peter flicked his wrist. A small glass vial smashed against the center of the swarm's chest. The liquid inside splattered, and the effect was instantaneous. The spiders that had been crawling over Peter suddenly recoiled, fleeing from Carl's mental command as if the humanoid form had become toxic. Carl felt a sickening internal mutiny; he was being eaten by his own components.
"And you think the Chameleon is smart? Carl, your math homework must have been a disaster. No wonder I never saw you in class."
Peter backflipped onto a telephone pole, his fingers dancing over his shooters. Simultaneously, a high-pitched whistle cut through the air. A rocket-propelled grenade slammed into the center of the chaotic swarm.
The explosion tore the humanoid shape apart. Before the spiders could reform, a motorcycle slid into the intersection. Frank Castle didn't say a word; he just started lobbing Molotov cocktails into the burning heap.
"Seriously, Frank? Molotov? In Manhattan?"
"Simple and effective," Castle grunted, his eyes fixed on the flames. "Even Hell's Kitchen doesn't see enough of it."
Castle methodically emptied his bag of incendiaries, turning the street into an oven. Peter, meanwhile, moved with surgical precision, webbing over every manhole cover in a two-block radius. They stood together, watching the fire, waiting for the swarm to either cook or break.
"You know, if this doesn't work, you're going to have to—"
A massive, charred ball rolled out of the inferno, its exterior a blackened crust of dead spiders. Castle immediately turned his bike toward his secondary extraction point, while Peter sighed, pulling out his third and final bottle of pheromones. The scent was nauseating, but the timer was running out.
The charred shell cracked open. The remnants of the swarm coalesced into a pathetic, shivering thing barely five feet tall, but its explosive twitch-muscle speed remained. Peter fired a high-voltage line, but the swarm instinctively atomized, separating into thousands of individual threads to let the current pass through empty air.
Carl realized the rhythm now: Spider-Man was hunting him. To survive, he just had to break Spider-Man's tools. The swarm surged forward, blanketing Peter's arms and biting through the reinforced polymer of his web-shooters.
The spiders solidified into a face, screaming inches from Peter's own. "Parker, you're dead today!"
THWACK!
A football slammed into the side of the swarm's head. Both Carl and Peter froze, looking toward the source.
Eugene Thompson stood there, looking terrified but holding his ground. Peter's heart sank. "Thompson? Get out of here! Now!"
"You look like you need help, Spidey! Run!"
But you're the one who needs help!
Peter scrambled up, swatting spiders off his chest, but Eugene didn't run. He actually stepped closer, hands raised like he was going to help brush the monsters off. Peter's brain shifted gears instantly. "Thompson! Can you drive?!"
"Yeah! Oh my god, you know my name!" Eugene beamed, then blinked. "Wait, I can drive!"
Peter watched his suit fibers fraying under the swarm's mandibles. The backup plan was a gamble, but it was the only one left.
"Okay, Eugene! Find a car, ram that fire hydrant, and then get out of here!"
Peter crushed a handful of spiders near his throat. Eugene dove into the nearest idling sedan—the owner having fled seconds prior—slammed it into gear, and floored it. The car lurched forward, snapping the cast-iron hydrant like a twig. A geyser of water erupted toward the sky.
New York's infrastructure finally did something useful.
Drawn by the pheromones, the swarm couldn't pull away from Peter to chase Eugene. Carl mocked him through the spray: "Water? You think you can drown me, Parker?"
"I never thought that, Carl. But even a grade-schooler knows one thing: water conducts electricity."
Peter grabbed a pair of severed high-voltage cables hanging from the pole. A massive, blinding current surged through the puddle, through the swarm, and through Peter himself.
Peter stood his ground in the middle of the lightning, his hands locked around the copper. "You might be faster and stronger because you ate people, Carl. But I'm more durable."
"It's time to go."
The spiders were dying in droves now, the current cooking them from the inside out. They managed one final, flickering face—a desperate, human plea.
"You're a hero, Parker! You're Spider-Man! You can't kill me! I'll turn myself in! The Avengers will put me in a cell! Please!"
Peter didn't answer. He couldn't. He just held the line until the screaming stopped and the face collapsed into a heap of grey ash.
Peter tossed the cables aside and limped out of the puddle, his body smoking. He glanced at Eugene in the distance. The boy was far enough away that he couldn't have heard the final confession.
"You did nothing wrong, kid," Peter whispered.
"I feel… like I don't feel anything," Peter told the Punisher half an hour later. "No 'real' feeling of taking a life. Is that normal?"
"That just proves what you killed wasn't human, kid," Castle said, patting his shoulder with a heavy, gloved hand. "You eliminated a monster. You did the right thing."
Castle looked him over. "Now go change. Tell your friends the boogeyman is gone. You smell like a charcoal grill."
A group of "NYPD officers" arrived shortly after, though their tactical gear lacked standard precinct markings. They moved with silent efficiency, removing the cables and vacuuming up every trace of the mutated spider corpses. The man in charge tapped his earpiece.
"Yes, sir. Total sterilization. Not a single specimen left."
In a dark corner near a sewer grate, the husk of a larger spider suddenly twitched. A single, tiny survivor began to crawl toward the darkness of the drain.
A heavy boot came down, crushing it into the pavement.
The lead officer looked over at the "Special Advisor" sent to oversee the cleanup. It was a girl who looked like she belonged in a high school classroom, not a biohazard site.
"Problem, Agent?"
"No," The agent said, her voice flat as she stared at the smudge on the ground.
"All threats have been eliminated."