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After a brief scuffle with the police, Ben discovers that Kaine has tricked him, that he was fooled by a mannequin dressed as Janine, from which Ben, in darkness, could not tell the difference. A message on the unmasked head: "Meet me in the Womb." In "The Womb," actually Professor Warren's lab, Kaine keeps Janine safe while pondering his plan. Spider-Man arrives on the scene and is confronted by Kaine, who beats him unconscious and then injects him with a formula which simulates clone degeneration. Ben awakens and screams, finding both himself and Kaine at May Parker's old home in Forest Hills, where Peter and Mary Jane now live.
Kaine gets them inside and they both mourn their losses before Kaine takes Ben back to his apartment. Ben awakens, feeling that Kaine has cured him of his pain -- and also finding Janine in the next room. A few hours later as they try to leave, the police arrive and escort Janine away on the charge that she murdered her father while Kaine watches the tableau from above.