As the police, military, and superheroes scour New York City for any sign of the Queen, the hours are counting down until she detonates the bomb that will destroy all life in a 600-mile radius, excepting insects—and humans who carry the insect gene….
In her underground lair, the Queen explains her plans to Spider-Man, who has by now completely mutated into a giant spider. She holds prisoner Professor David Jaffe, the scientist responsible for the experiment that made her what she is. Jaffe tries to tell Spider-Man he is in danger: the serum that altered him should not have worked this quickly; Jaffe also has another bombshell: after mating with the Queen, Spidey is pregnant. A short time later, however, the Spider collapses to the floor and dies. The enraged Queen kills Jaffe with a shriek and orders her drones to prepare to detonate the bomb…. After she leaves the room, the spider-carcass splits open and a fully grown Peter Parker emerges, naked and with enhanced spider-senses. He also has the ability to shoot webbing directly out of his wrists. He dons his Spidey mask, found in a nearby locker, and confronts his enemy. She tries to destroy him with another one of her shattering shrieks but he withstands it. Peter then draws upon another new power: he reads the hive mind of her drones and discovers through them how to disarm the bomb. As he does so, the Queen bursts into flames and dies….
Later Spidey finds Captain America outside and reports on his actions (leaving out the embarrassing parts). As he swings off, he revels in his contact with the insect world, while marveling at the irony that spiders aren’t insects. He seeks out an upset Mary Jane and he explains that he has gone through a few changes….