Tarantula, in his new spider-like form is on a rampage and wouldn't you know it, he blames Spider-Man for his hideous new makeover. While Spidey tests the limits of Tarantula's new abilities (even going as far as to see if he has a spider-sense, and no, he doesn't), Wisp wakes up. He starts whaling on Tarantula but he's hardly affected because of his new found strength. The fight moves outside and both Wisp and Tarantula fall into the Jamaica Bay. Spidey hangs around for a bit to see if they surface but no one comes out of the water.

Changing back to his civilian identity, Peter returns home to find out that his film from the pics he took are worthless because the equipment in the lab was pumping out low level radiation, which caused the film to fog up. Don't worry, Petey, it's no like the Bugle would have printed the photos anyway. Why? Let's find out.

At the Bugle, Robbie, Ned and Marla have all be summoned to Jonah's office where they meet with Raymond Royton of the U.S. Department of Justice. After rattling off various events that involve super beings spawned by the Brand, they get told that they'll have to kill their news story on Brand until they can find all the evidence they need. Jonah wishes there was another way to get the dirt on Brand. Spidey's standing outside listening and thinks to himself that there is another way.

Spidey pays a visit to James Melvin's home. Melvin comes in and takes a load off in his office, completely unaware of Spidey. Melvin gets a call from one of his superiors and he updates him on what happened at the Queens Brand plant. He's sure that Wisp is no longer among the living. Of course it's at this moment that he's proven wrong when Wisp shows up. Wisp used to work at one of the Brand labs as Jackson Arvad and Melvin was his boss. Melvin kept moving up the deadlines for their project and one day while half asleep, Jackson tried to prevent a gravimetic power surge from shattering a mango-chamber. Needless to say, it didn't turn out so well. Melvin found out that the accident made him immaterial and wanted to study him like a lab rat before he died. Ah, but Jackson didn't die. He became what he is today, the Will-O'-the-Wisp.

As thanks for all Melvin has done, he wants to give him a handshake. And by handshake, Wisp means he's going to allow the voltage from bulb to pass right through him and straight into Melvin with a hypnotic suggestion. Spidey's heard enough and drops off the ceiling to do the hero thing. He and Wisp tangle for a bit but the fight is interrupted when Tarantula shows up and takes hold of Melvin.

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