Joy Mercado has arrived in Washington, D.C. to investigate the kidnapping of Spider-Man. She learns about a battle at a government facility involving the covert group known as Shadowforce, and the mutant agents known as X-Factor. She calls her boss, J. Jonah Jameson, to inform him of this development, and to tell him they are being stonewalled by the government.

Meanwhile, Spider-Man has arrived in New York City just in time to stop Mirrorshade before he can murder Flash Thompson. Flash is grateful for the web-slinger's rescue. Spider-Man tells Flash to get to safety while he fights off Mirrorshade. That's when X-Factor arrives to lend the wall-crawler a hand. Watching as Mirrorshade also tries to copy X-Factor's various abilities, Spider-Man deduces that there may be limits to their foe's abilities, and comes up with a way to defeat him. Before he can communicate this to X-Factor, they are ambushed by Airborne who has come to recover her teammate. Havok orders Polaris to follow after them, while the rest of the team and Spider-Man get aboard their ship. Along the way, Havok is contacted by Forge who tells him that Shadowforce has returned to Project: Homegrown and taken over the facility. The team then catches up with Polaris and heads to Washington.

At that moment, Hardtime and his allies watch a news interview with General Macauley Sharpe trying to spin the situation, blaming everything on Shadowforce. Soon, X-Factor and Spider-Man arrive. When government officials try to bar them from entering the facility, they force their way in. Once inside, Spider-Man tells X-Factor that he he has discovered Shadowforce's powers are artificial, transmitted to their chest harnesses from a central lab. Suddenly, they are ambushed by the villains.

X-Factor clashes with Shadowforce, while Spider-Man sneaks away and finds the lab. However, before he can destroy the machine that gives Shadowforce their power, he is attacked by the feral Ambush. During the course of the battle, Multiple Man uses his power to create duplicates in front of Mirrorshade. Attempting to duplicate Multiple Man's feat proves too much for Mirrorshade, killing him in the process. Spider-Man takes the opportunity to point out the battery packs on Shadowforce's backpacks. X-Factor quickly incapacitates the entire team except for Hardtime, who protects himself with a barrier. However, Spider-Man convinces Hardtime to help them expose the government program that exploited them.

Suddenly, the facility explodes. Fortunately, Hardshell shields everyone from the blast. Afterwards, in front of the press, X-Factor, Spider-Man and Hardtime tell the world the truth about Project: Homegrown. With that, Spider-Man tosses a disc of data into the crowd.

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