Part 3 of "Invasion of the Spider-Slayers." The Scorpion is thoroughly enjoying the testing out of his new high tech costume designed for him by the Tinkerer. He muses about using it against, Spider-Man and J. Jonah Jameson. Meanwhile, Spider-Man is suspicious that the Tinkerer may be behind the assault of several high-tech robots. He follows old leads to the Tinkerers lab to investigate. However, he finds Felicia Hardy. Angered at the apparent betrayal by a "friend," he relents when Felicia explains that she is only looking for the Tinkerer to outfit her with new gear so she can be the Black Cat again. They are interrupted by the Scorpion, whom had also been near the lab, and spots and attacks the heroes. Spider-Man engages the Scorpion, his agility and experience giving him the advantage, but is attacked by another robot. This new robot wraps Spider-Man's limbs tightly, preventing the wall crawler from moving. The Scorpion begins to beat our hero mercilessly. With the help of Black Cat, Spider-Man is able to trick the Scorpion into destroying the robot. In the process, the Scorpion's new costume is extensively damaged and he flees. After recovering, Spider-Man enters the Tinkerer's lab, but the Tinkerer is long gone. He muses to the Black Cat how the robot that attacked him reminds him of a similar encounter years ago with a robot built by Mendel Stromm. Spider-Man rules out Stromm however, as the scientist has been dead for years.

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