|Inker:||Josef Rubinstein, Larry Mahlstedt, Randy Emberlin|
|Cover Art:||Mark Bagley|
Ben arrives at The Jackal's lair and tries to console Peter, who's having none of it. Peter whacks Ben and tries to fight before running off. Spidercide turns up and fights Ben before Kaine shows up, drags Jackal out of his cell and is ready to pummel him. Jackal tells Kaine he now knows the genetic secret and can make Kaine perfect.
All four Spiders are together with the Jackal (Pete also notices the Jackal seems pretty spry considering he only recently got shot). Ben punches out Jackal saying he took five years from him and that he didn't even get to share the death of Aunt May. Spider-Man pulls Ben back, saying it's none of his concern any longer.
He says: 'you're not one of us' (ie a clone) and that he should go take back his life. Kaine also wades in. Elsewhere, Spidercide is touched on the head by Scrier, who appeared from nowhere. Back to business - Jackal slashes Ben - then tells the others to get Kaine. Kaine is upset Jackal went back on his promise to make him whole and just leaves.
Ben is drugged from the Jackal's claws and Spidercide throws him into a big empty room. Peter is finally beginning to have second thoughts about teaming with Jackal (about time). As Ben's head begins to clear in the room, he sees hundreds of Spider-Men coming at him.
OK - it is really beginning to get quite tough to figure out just what is going on, who's who and who's on which side. There also seems to be no justification for it all. Why does the Jackal want to fill the world with clones? For a story so convoluted and drawn out, surely an EXPLANATION shouldn't be too hard to come by?