Astonishing Spider-Man Vol 3 59

In the police station, a woman claims that Spider-Man kidnapped her baby. However, the police department realizes she one of the dozens that claims that the baby is theirs.

As Spider-Man fights the Vulture, Freak attacks Vulture, allowing Spider-Man to escape. Suddenly, Spider-Man is attacked by Rhino.

Meanwhile, at the Coffee Bean, Tombstone attacks Carlie and demands that she tells him Menace's real name. A group of cops and firemen appear to try to save Carlie, but Tombstone escapes and takes Shocker with him. Carlie decides not to tell about Lily being Menace and leaves, but not before hearing that Peter is not amongst the place's wreckage.

In the Kravinoff mansion, Octopus talks with Chameleon, revealing that they have been tracking Spider-Man due to a small device called Octo-Tracker, Octopus's version of the Spider-Tracer.

In 587 Park Avenue, Mary Jane takes Harry and Lily to their producer Shelly Hatton. Mary Jane convinces Shelly to let them use his panic room to protect Harry and Lily. Just as she is about to seal the room, Harry stops her, telling her that he has a plan.

Spider-Man continues to fight Rhino and tries to keep the baby safe. Just as Rhino is about to attack, Spider-Man convinces him to let him take the baby to Avengers Mansion to protect the baby. Rhino accepts and Spider-Man arrives to the mansion. However, as he arrives, the baby is revealed to be a doll and a demonic baby attacks him. Spider-Man enters to the mansion's garden, but he suddenly realizes that the mansion and the babies are one of Mysterio's illusions. Knocking Mysterio out, Spider-Man remarks that the real Avengers Mansion would have security systems. As he swings away, Spider-Man finds Harry, who tells him to give him the baby. Spider-Man accepts and wraps some trash in baby blankets to confuse the villains. Then, Spider-Man is attacked by Vulture and Freak, who fall in the fake baby trap. Spider-Man defeats them and returns to Harry, who tells him that the baby is dead. Angry, Spider-Man vows to make Octopus and the villains pay. But as he swings away, Harry is revealed to be the Chameleon.

John arrives at the Apogee One, Horizon Labs' orbital space platform. As he gets off the shuttle, Doctor Octopus's octorobot comes out too.

At Horizon Labs, Max talks with Peter about his connection with Spider-Man. Peter thinks that Max figured out his secret, but Max then says that Spider-Man hired Peter to build his weaponry and tech. He also promises not to reveal his secret. Relieved that Max didn't discover his secret, Peter begins to work on his device and Max tells him what he can do to improve the design. As they finish the device, Max says that the device can devastate the Spider-Slayers's sixth-sense. Peter thanks Max for helping him. Max warns Peter that if Spider-Man is within the device's blast radius when it detonates, it will also disintigrate his enhanced senses.

Peter changes into Spider-Man and swings to the rescue. Communicating with the Thing, Spider-Man says that he has something that can defeat the Spider-Slayers. The Thing replies that Mockingbird is down.

As Marla and May take refuge from the battle, Marla scavenges an automated mandroid to counteract the latest model and help the Thing.

Spider-Man contacts Jameson, telling him to go to a safe place, but Jameson refuses.

In the Daily Bugle, Norah and Phil escape while Robbie Robertson tries to lure away the Spider-Slayers as he realizes that they are after him.

Spider-Man realizes that the Flatiron Building not only is the place where the Spider-Slayers have been coordinating their attacks, but is also the place where the insect-sense disruptor can have the greatest impact. As he sets up the disruptor, Scorpion attacks him.

At the spa, Marla uses a device to emit a microwave frequency that paralyzes the Spider-Slayers, allowing the Thing to finish them off.

At the Daily Bugle, Joseph Robertson Robbie tells Ms. Marvel and Jewel to take him as far as possible to lure the Spider-Slayers away to prevent any further damage to the building. Jewel then grabs Robbie and they escape.

At the Flatiron Building, Spider-Man fights the Scorpion. Using his tail, Scorpion smashes Spider-Man wrist-detonator, preventing him from activating the disruptor remotely. Spider-Man is forced to activate the disruptor manually. The disruptor emits a powerful shockwave that destroys the insect-sense of all the Spider-Slayers. Afterwards, Spider-Man knocks the Scorpion out so that he can help the others.

May, Jay, Jameson, Marla, the Thing, Ms. Marvel and Jewel gather in the street. Suddenly, the aricraft Smythe used to coordinate his attack crashes down nearby. One of the pieces hits Spider-Man in the head. Surprised that his spider-sense didn't warn him about, Spider-Man realizes that the disruptor also destroyed his spider-sense. Smythe then comes out of the ship, saying that the disruptor didn't have effect on him since he doesn't have an insect-sense. Smythe then attacks Jameson, saying that he was willing to let him live with the deaths of all his loved ones, but know he will kill him. However, Marla pushes Jameson out of the way and is mortally stabbed by one of Smythe's tentacles. Spider-Man then knocks Smythe out.

Jameson cradles Marla in his arms. On her last breath, Marla tells Jameson not to blame anyone for what happened to her. She tells him not to let hatred to ruin his life. She then dies on Jameson's arms. Spider-Man tells Jameson he is sorry. Grief-stricken, Jameson replies that he won't blame him from this. This is all his fault.

This story continues from Spectacular Spider-Man #159...

Spider-Man is battling Goliath on the Triboro Bridge. As he is dodging the giant's fists, Spider-Man tries to convince him to stop fighting since he is yet another villain who has attacked him out of the blue.^{[Continuity 1]} As Goliath continues the battle, Nick Katzenberg finds themselves stuck in traffic. However, he doesn't mind as it gives him a front row seat to take photos for the Daily Bugle. Katzenberg begins thinking of the negative headlines to further ruin Spider-Man's headlines. Spider-Man recalls how the last time he fought Goliath he was working under the alias of the Smuggler.^{[Continuity 2]} However, Spider-Man is unimpressed with the new powers of the former Smuggler, as he is not the same Spider-Man he fought before. Suddenly, Spider-Man gives up his webs and begins flying in the air and is able to knock out Goliath with a few blows, sending the titan crashing to the ground. With the battle over, Spider-Man swings away, once more troubled by his newfound powers.^{[Continuity 3]} Watching Spider-Man swinging away, Katzenberg thinks about the money he will make from pictures of the wall-crawler causing damage to the bridge. When the police arrive on the scene they begin to wonder how they are going to clear this mess when suddenly Goliath shrinks down to his natural size. As the police prepare to arrest Goliath, a van pulls up and a man claiming to be from the FBI tells them that they will be taking the super-powered criminal into their custody. What they are not aware of is the fact that these men are actually in the employ by the Kingpin who wants Goliath brought back to his office tower as soon as possible.

Meanwhile, Spider-Man is continuing his way to Queens to pay a visit to his Aunt May. On the way, he is still disturbed by the new powers he suddenly has following being exposed to an unknown energy source during an experiment at Empire State University. He wishes he could ask his Aunt May for advice but he doesn't want to burden her because she is dealing with the fact that her fiancee Nathan Lubenski is dying of heart disease.^{[Continuity 4]} Changing into his civilian clothing and greets his Aunt. Nathan tells Peter that he feels great, but when Peter pulls May aside, she admits that he has been getting weaker each day. Seeing that Peter is troubled by something, May asks what's wrong. Peter asks for her advice on what she would do, hypothetically, if she had the power of life over death. Such a question comes to a shock to Aunt May. Elsewhere, Goliath is brought before the Kingpin, Magneto, and Doctor Doom. They are unhappy that Goliath failed on his mission to eliminate Spider-Man. Doctor Doom points out that Spider-Man is no longer a known quantity, but he has devised something to even the odds against the wall-crawler. Doom thinks to himself how he will use this to turn against his allies in the Acts of Vengeance conspiracy. Back in Queens, Aunt May answers Peter's shocking question. She tells him that such power given to a normal human being would be quite a burden, pointing out how would one decide who lives and who dies. She says that at her age she has come to accept death. She has learned to accept the death of her husband Ben, and she will accept it when it is Nathan's time to go as well.^{[Continuity 5]} Her answers satisfied Peter and he thanks her for her advice.

An hour later, Nick Katzenberg has arrived at the Daily Bugle to show his photos of Spider-Man to Kate Cushing and the Daily Bugle's new owner, Thomas Fireheart.^{[Continuity 6]} Katzenberg is shocked when Fireheart rejects the photos, telling him that the Daily Bugle is changing its editorial policy regarding Spider-Man. Nick is furious, thinking that Fireheart is worse than J. Jonah Jameson, however, he gets no sympathy from Kate. When Thomas returns to his office he finds Spider-Man waiting for him, and is furious at the intrusion and demands to know why Spider-Man has come to his office. The wall-crawler asks him to stop Daily Bugle's sudden attempts to promote Spider-Man as a hero. However, Fireheart refuses as he owes the masked hero a debt to honor.^{[Continuity 7]} Their argument is interrupted when Glory Grant comes into the office to give Thomas to tell him that he as an urgent phone call. Seeing Spider-Man, and remembering how was responsible for the death of her lover Eduardo Lobo, leaves the room in tears.^{[Continuity 8]} When the woman leaves, Thomas tells Spider-Man that he has nothing more to talk about and tells him to leave. When Thomas answers the phone, Spider-Man is surprised to discover that his new powers have also enhanced his hearing and he is able to hear that Fireheart is talking to the Kingpin. Hearing that the Kingpin is looking to talk to Spider-Man, the wall-crawler grabs the phone. He demands to know if the Kingpin has anything to do with the villains that have been attacking him out of the blue recently. The mob boss tells Spider-Man to meet him in Battery Park to discuss the matter. When Fireheart offers to aid him as the Puma, Spider-Man declines the offer and leaves.

When Spider-Man arrives in Battery Park, he finds the Kingpin waiting for him in a limo. The Kingpin expresses his upset that Spider-Man interfered with his gang war with the Lobo Brothers, cutting his business in half now that Hammerhead and the Chameleon are in town. Suddenly, Spider-Man's spider-sense begins going off painfully, warning him of danger all around him. Suddenly, the massive hands of Goliath begin ripping out of the ground. As the Kingpin flees the scene, Goliath pulls himself out of the ground. Although he finds it hard to breathe, Goliath gloats about how Doctor Doom boosted his size-changing powers allowing him to become even larger than before. Spider-Man dodges Goliath's blows, warning the villain to stop attacking or he'll get hurt. Suddenly, Spider-Man is shocked when he fires beams of energy from his eyes, striking his foe. However, the blast of energy causes Goliath to grow even larger. Monitoring the battle from his hideout, Doctor Doom is satisfied that the device he implanted in Goliath to boost his powers is working. He has set the device up to absorb Spider-Man's new energy powers for examination. Seeing his foe grow in size, Spider-Man notices that Goliath's increased size is making it harder for his heart to beat. Seeking to stop Spider-Man, Goliath grabs a ferry off the water, threatening to harm the passengers inside. Spider-Man orders him to put the people down and blasts him again. The strain on Goliath's heart becomes too hard and he keels over. Spider-Man quickly uses his newfound powers to catch the ferry and prevent the tidal wave from Goliath's collapse from affecting the shore.

In the aftermath of the battle, Spider-Man cannot find any trace of Goliath and presumes the villain is dead. He realizes that this was a situation where he had to choose between life and death. He concludes that his Aunt May is right, this much power is a burden, but like it or not, he is stuck with it. While back at Doctor Doom's hideout, the villain's monitoring devices have all overloaded. He is satisfied with the results testing Spider-Man's powers and is ready to take them for himself.

This story continues in Amazing Spider-Man #328...