Guest starring Doom 2099!
Miguel O'Hara has just been mutated with spider DNA! Poisoned by his boss, Tyler Stone, with an addictive drug for disagreeing with his corporation's heartless tactics, Miguel tried to purge his body clean on a genetic level. His experiment sabotaged by a co-worker, Miguel's body was transformed with fantastic spider-like abilities. Once confident and smugly self- assured, Miguel faces an uncertain future as the Spider-Man of the year 2099.
Miguel's brother, Gabriel, and girlfriend Kasey Nash are interrupted in the backseat of their magnetic car by an attack by the Specialist, a samurai warrior sent to retrieve Kasey.
Meanwhile, at Babylon Towers, Miguel receives a home visit by his boss, Tyler Stone. Tyler wants to talk about the recent appearances of Spider-Man and make 'peace' with Miguel, offering him a dose of Rapture (assuming that Miguel is still addicted).
Miguel fantasizes about shoving the Rapture down Tyler's throat, attacking his guard, and taking a bite out of his boss's neck. Instead, he plays it cool, and listens to Tyler's offer to come back to work, running things Miguel's way with no human testing until Miguel thinks it's time. As he departs, Tyler tosses Miguel a dose of Rapture and reveals that it's obvious Spider-Man is Aaron DelGato. Apparently, only Miguel knows that Aaron plunged to his death after tampering with Miguels' experiment.
In Latveria, the Dr. Doom of 2099 watches a video of Spider-Man, noting that new Spider- Man's appearance will warrant further exploration.
Miguel prepares to return to work, figuring he can use his lab to help find a cure for his mutated condition, while examining himself closer to see what other biological changes have occurred.
On the way to work, Miguel meets Gabriel outside his apartment. Gabe needs his brother's help to pull some strings at Alchemax to help him find his kidnapped girlfriend. Miguel says he'll see what he can do. At Alchemax, it is revealed that the corporation has purchased Kasey's criminal record and may dispose of her as they wish. She is to be used for human experimentation.
While Miguel talks with his slimey boss, Kasey breaks free of her captivity and begins firing at the guards. Kasey grabs Miguel, holding him hostage (as a glob of webbing squirts from his wrist). As Kasey runs off with Miguel, they recognize each other for who they are. Kasey leaves Miguel, while the Specialist swoops by on an aircraft to retrieve her. Haunted by his brother's words 'with great power comes great responsibility...', Miguel suits up, revising the quote to 'with great power comes great guilt!' As the Specialist closes in, Spider-Man webs him off his air-sled. They battle, and Spider-Man takes a beating. The story ends on a cliff-hanger with Spider-Man ready to be decaptiated!