Arc 2Spider-Man and Marvel Girl

Peter balanced his work with S.H.I.E.L.D., his relationship with Felicia, and discoveries about his changing powers while helping Jean Grey learn to control hers. When Magneto tried to take Jean, Peter and the X-Men stopped him, leaving Magneto defeated.

  • Peter accepted Fury’s conditions, trained with Natasha, developed Parker’s Blood, and built an upgraded Spider-Man suit while beginning a relationship with Felicia.
  • Peter warned Otto Octavius about the risks of his miniature-sun experiment, then revealed his identity to Felicia after she told him she was Black Cat.
  • Doctor Doom attacked the Baxter Building through Reed’s dimensional portal, but Peter absorbed Doom’s lightning and kicked him back through before the team closed it.
  • Peter investigated Councilman Nick Daves and a laboratory that had killed children in genetic experiments, then discovered that the lab’s gas had changed his blood and awakened new abilities.
  • Peter trained with S.H.I.E.L.D., upgraded his suit, built a mechanical-arm backpack, and prepared for the coming Chitauri invasion while investigating his father’s research.
  • After Jean Grey’s psychic powers overwhelmed her, Peter helped her control them and trained her in telepathy and telekinesis, while Felicia, Liz, and Mary Jane supported her.
  • Magneto attacked Jean and her friends, but Peter fought him with his mechanical arms before Magneto pursued the group to Jean’s home.
  • Jean shielded her friends as Storm, Wolverine, and Professor Charles Xavier confronted Magneto, and Peter disrupted Magneto’s powers with an electromagnetic pulse gun before knocking him down.
Chapters 26–50 Vol. 1 Read

Ch. 26The black-and-red suit and an arrogant invitation

Peter accepted Fury’s terms to work with S.H.I.E.L.D. while retaining control of his inventions, then became Felicia’s boyfriend and met Natasha at a Queens safe house to begin his training. Natasha showed him the underground facility where they would work together.

  • Peter agreed to Fury’s conditions after recovering from his fight with Electro, and Fury assigned Natasha Romanoff as his liaison and instructor.
  • Peter dismantled S.H.I.E.L.D.’s listening devices, studied the Arc Reactor, and rebuilt its propulsion system with improvements.
  • Peter and Felicia went on a date, and Felicia agreed to be his girlfriend.
  • Peter warned Mary Jane to be careful around Norman Osborn, then met Natasha, who took him to the Queens safe house.
  • Natasha showed Peter the safe house’s gym, data center, laboratory, and other facilities.

Ch. 27A Christmas Eve dream

Peter trained with Natasha, developed Parker’s Blood and a new Spider-Man suit, and accepted Norman Osborn’s invitation to a Christmas party despite the Fantastic Four’s refusal to attend. He planned to bring Felicia and suspected the event would lead to trouble.

  • Peter trained with Natasha, learned that his Spider-Sense could warn him of danger, and began an intense daily regimen of combat and agent studies.
  • Peter spent a month training, helping Reed study Electro’s blood, and reverse-engineered its properties into a superconducting fluid called Parker’s Blood.
  • Peter patented Parker’s Blood, received a salary and royalties from the Fantastic Four, and gave his earnings to Aunt May and Uncle Ben to help with their bills.
  • Peter built a new Spider-Man suit using a miniature Arc Reactor, Parker’s Blood wiring, upgraded Silk-Shooters, and a helmet designed with Johnny.
  • Norman Osborn invited Peter and the Baxter Foundation to Osborn Enterprises’ Christmas party, but Susan refused on the Fantastic Four’s behalf.
  • Peter accepted Norman’s invitation personally and planned to ask Felicia to accompany him.

Ch. 28Quite a show

Peter watched Mary Jane star in her school play, reassured Felicia after she grew jealous, and gave her a holographic keepsake before heading alone to Norman Osborn’s party. There, he discovered Otto Octavius was preparing to demonstrate an experimental clean-energy device powerful enough to supply a city.

  • Peter and Felicia watched Mary Jane perform, then learned Harry had missed the play because he was helping organize Norman’s party.
  • Peter comforted Felicia, gave her a hologram of their first date, and took her home before attending the Osborn party alone.
  • Peter arrived at Osborn Tower in his suit with Spider-Man gear concealed underneath and found a guarded, covered machine at the center of the banquet hall.
  • Harry and Flash met Peter at the party, and Harry realized he had forgotten Mary Jane’s play; Norman then summoned Peter to meet him.
  • Norman introduced Peter to Otto Octavius and Rosie, and Otto explained that his experiment could provide energy for an entire city.

Ch. 29The next step

Peter prevented Otto Octavius’s miniature-sun demonstration from becoming a disaster and received a one-percent stake in Osborn Enterprises. Later, Felicia revealed that she was Black Cat, and Peter revealed that he was Spider-Man, bringing their secret identities into the open.

  • Peter identified Otto’s miniature-sun project and warned him that the magnetic shields might fail as the sun expanded, prompting Otto to adjust the machine’s parameters.
  • Otto successfully demonstrated the miniature sun, and Osborn rewarded Peter with a one-percent stake in Osborn Enterprises.
  • Peter left the party and went to Felicia’s apartment after she called and said she needed to tell him something.
  • Felicia revealed that she was Black Cat, and Peter responded by showing her his Spider-Man suit and revealing his identity.
  • Peter explained that he had suspected Felicia’s identity but had waited for her to trust him enough to tell him herself, and they reconciled.

Ch. 30Nemesis 1

On New Year's Eve, Peter joined the Fantastic Four in Reed's lab as Reed activated a device to observe the dimension where the team had gained their powers. The scanner detected something rushing toward them, leaving the group on alert.

  • Peter complained that he had to spend New Year's Eve in Reed's lab instead of with Felicia, and he showed the team a picture of their first date.
  • Peter said he had told Felicia he was Spider-Man, and the team reacted with surprise and congratulations.
  • Reed revealed that he had built a modified dimensional transporter to observe the dimension that had given the Fantastic Four their powers.
  • Reed activated the machine, and the team saw the barren, dying world where they had once landed.
  • The scanner detected something rushing toward the group, and Sue hurried to check the monitor.

Ch. 31Nemesis 2

Doctor Doom attacked the Baxter Building to seize the dimensional portal, and Peter joined the Fantastic Four in trying to stop him. Reed turned the portal into a trap and sent Doom through it, leaving the team battered but alive.

  • Peter, Johnny, and Ben fought Doom Robots while Reed and Sue tried to shut down the portal, but the robots trapped the Baxter Building behind an energy shield.
  • Peter used a piece of concrete to slip through the shield and found Ben unconscious before joining Reed and Sue in the lab.
  • Doctor Doom overwhelmed Sue and Reed with lightning, but Peter absorbed the electricity and blasted Doom with the power stored in his suit.
  • Doctor Doom disabled Reed and opened the portal, but Reed activated its suction mechanism and Peter kicked Doom through it before Reed shut it down.
  • Peter helped Reed dismantle the shield and retrieve Johnny, and the team woke to learn that Doom had been stopped.

Ch. 32Nemesis 3

After Doom's defeat, Peter spent New Year's Eve helping homeless people and became a viral sensation, then asked S.H.I.E.L.D. for a safe way to speak online. The chapter ended with Fury sending him an untraceable package and strict rules for posting.

  • S.H.I.E.L.D. agents cleared away the Doom Robots, while Peter secretly kept one and disabled its power core before leaving for Felicia's apartment.
  • Peter brought homeless people to a shelter, paid for their food and lodging, and threatened the manager to ensure the money was used properly.
  • Online photos and video of Peter's shelter visit went viral, and he realized he could use social media to explain himself.
  • Peter trained with Natasha and asked her to help him get an official social media account; she agreed to speak with Fury.
  • Fury sent Peter an untraceable package with instructions requiring S.H.I.E.L.D. public relations approval for everything he posted.

Ch. 33Metahuman

Peter discovered that his blood could absorb foreign substances and adapt, making him a metahuman who might never get sick. After leaving Sue more samples, he set aside plans to investigate a corrupt councilman and swung toward Felicia's apartment.

  • Peter inspected the S.H.I.E.L.D. phone, created social media accounts as "Amazing Spider-Man," and gained more than a million followers.
  • Peter asked Reed and Sue to examine his blood, and Sue found that his DNA had absorbed spider traits and made him neither an ordinary human nor a mutant.
  • Peter hacked councilman Nick Daves's laptop but found no evidence of corruption, so he planned to follow Daves and catch him in the act.
  • Sue discovered Peter's blood rapidly absorbed a virus and broke it down, suggesting it could protect him from disease and potentially help cure illnesses.
  • Peter gave Sue more blood samples, packed up for the day, and swung toward Felicia's apartment.

Ch. 34The shadow of the Hand

Peter and Felicia investigated corrupt Councilman Davis, uncovered his connection to the Hand, and clashed with Nick Fury over Peter’s unsanctioned operation. After Peter revealed his S.H.I.E.L.D. trainee status to Felicia, they were interrupted by her mother.

  • Peter introduced Felicia to Aunt May and Uncle Ben, then suggested they investigate Councilman Nick Daves.
  • Peter and Felicia followed Davis to a hotel, where they identified mob boss Dominic Marcel and captured evidence of Davis’s dealings with the Hand.
  • Peter warned Felicia to stay away from the Hand after Davis said one of its members had threatened his family.
  • Nick Fury berated Peter for interfering with an FBI operation, and Peter refused to let Fury control who he worked with.
  • Peter told Felicia that S.H.I.E.L.D. had recruited him and promised to protect her, then Felicia’s mother walked in on them.

Ch. 35Spider-Man's first battle

Peter tried to win Mrs. Hardy’s approval, but she initially dismissed him as a street thug and ordered him to leave during her business dinner. Norman Osborn’s praise of Peter’s intelligence and inventions changed her opinion, and Peter left with Felicia’s promise of a late-night rendezvous.

  • Peter waited with Felicia for Mrs. Hardy, who arrived late after forgetting their meeting and then asked Peter to leave because she had invited guests.
  • Mrs. Hardy insulted Peter and told him to leave before dinner, but he argued that she had judged him without knowing him and mentioned tutoring Felicia in physics.
  • Norman Osborn arrived with Harry, recognized Peter, and praised him for saving his company by identifying a flaw in Otto’s machine.
  • Peter told Norman that he had invented Parker’s Blood and explained that he wanted to experience life rather than pursue business success while still in high school.
  • Mrs. Hardy’s attitude toward Peter softened after Norman praised him, and Felicia invited Peter to meet her at her window later that night.

Ch. 36First official mission

Peter undertook his first solo S.H.I.E.L.D. mission to investigate missing children in the Bronx and uncovered a deadly human-enhancement experiment. He rescued the sole surviving child and defeated the armored veteran, but collapsed after inhaling poison gas.

  • Peter accepted a solo mission to find missing children in the West Bronx and followed a kidnapped boy’s van to a concealed laboratory in Hunts Point.
  • Peter questioned Betty Cooper, who revealed that the children had died during genetic experiments and agreed to retrieve the experiment files while Peter went to the basement.
  • Peter fought through the guards, reached the basement, and disrupted the experiment as armed men opened fire and shattered the child’s chamber.
  • Peter sealed a leaking poison-gas pipe, destroyed the veteran’s mechanical arm with a repulsor blast, and webbed him to a wall before carrying the surviving boy out.
  • Nick Fury’s agents arrested the scientists and guards, and Peter told Fury to contact Susan Storm before collapsing from the gas.

Ch. 37Test Subject-D (1)

After waking in the Baxter Building, Peter discovered that the gas from the Harlem mission had changed his senses and mutated his genes. Susan’s analysis uncovered links to radiation and Test Subject-D’s blood, but Peter’s blood resisted further examination.

  • Peter woke in the Baxter Building’s medical room and went to Susan for help understanding the effects of the gas.
  • Susan drew Peter’s blood and found that its genetic structure had mutated compared with a sample from the previous week.
  • Susan explained that the gas had been made from blood taken from Test Subject-D, a woman whose abilities the researchers had not identified, and that their experiments had killed thirty-one children.
  • As Susan grew angry about the experiments and S.H.I.E.L.D.’s role, Peter realized he could smell emotions, including her anger and lust.
  • Peter suggested comparing his current blood with an earlier sample to trace the changes, but Susan discovered that his blood was locked down.

Ch. 38Test subject D (2)

Susan could not analyze Peter’s altered DNA because a protective enzyme blocked access to its gene structure. After Peter grew ill during tutoring, he experienced a sudden surge of energy that made his arms glow blue before it erupted.

  • Susan told Peter that his DNA was unreadable and that she needed a specific enzyme to penetrate its protective layer.
  • Peter thanked Susan, then went to school the next day and reassured Natasha that he was fine.
  • Peter, Felicia, and Mary Jane met for tutoring, but Peter felt drained and went to the restroom after kissing Felicia.
  • Felicia told Mary Jane that she and Peter had slept together, then began describing their first night in detail.
  • Peter dry heaved in the restroom, recovered suddenly, and guided a growing energy surge through his arms until they glowed blue and exploded.

Ch. 39Test Subject-D (3)

Peter discovered that the gas had given him Jessica Drew-like bioelectric and pheromone abilities, then suspected Hydra had infiltrated S.H.I.E.L.D. After shopping with Felicia and Mary Jane, he was confronted by an armed mugger in an alley and sensed something was wrong.

  • Peter tested a blue bioelectric blast and suspected he had inherited abilities from Jessica Drew, whom he connected to the gas labeled Test Subject-D.
  • Peter called Natasha and learned the veteran suspect had died by cyanide; he warned her that someone inside S.H.I.E.L.D. might be involved, and she agreed to investigate the genetics lab.
  • Peter sensed lust pheromones from Mary Jane, then joined her and Felicia for a shopping trip after Felicia insisted on picking out new clothes for him.
  • Peter, Felicia, and Mary Jane walked through an alley toward dinner, where an armed mugger demanded their money and Peter stopped Felicia from intervening.

Ch. 40Test subject D (4)

Peter used his new ability to sense emotions to defuse a robbery, then showed Felicia his bioelectric powers. After comparing Peter's blood with Hulk's and discovering their similar behavior, Peter and Susan uncovered evidence that his father had researched the Super Soldier Serum and radioactive origins.

  • Peter gave a frightened robber money and a shelter's number, then argued with Mary Jane when she criticized how he handled the danger.
  • Peter returned home, patrolled as Spider-Man, and visited Felicia to reveal his new bioelectric powers and emotion-sensing ability.
  • Peter realized his blood might behave like Hulk's, brought a bloodied rock to the Baxter Building, and helped Susan compare the samples.
  • Susan found that Peter's and Hulk's blood behaved similarly, though their genes differed, and explained that Hulk's cells absorbed radiation and adapted.
  • Peter showed Susan his father's records, and they discovered that his doctoral dissertation concerned the Super Soldier Serum and its possible radioactive origins.

Ch. 41David

Peter learned that his father’s experiments had given him his powers, but Susan could not trace the funding behind them, leaving him to suspect Hydra and keep his blood research secret. Over the next few months, Peter developed his abilities and upgraded his suit in preparation for the coming Chitauri invasion, then began work on Doctor Octopus’s mechanical arms.

  • Peter asked Susan to trace where Richard Parker had obtained the resources for his experiments, but their search hit repeated dead ends.
  • Peter asked Susan to keep their discovery secret and erase his blood data from the servers so it could not be used to recreate the serum.
  • Peter met David, his new S.H.I.E.L.D. instructor, who criticized his conduct and vowed to train him into a qualified agent.
  • Peter learned to control his bioelectric blasts and absorb electricity, while continuing to experiment with his scent-detection abilities.
  • Peter upgraded his suit with voice controls, zoom lenses, a built-in utility belt, and several gadgets as he prepared for the Chitauri invasion.
  • Peter began working on a smaller version of Doctor Octopus’s mechanical arms.

Ch. 42Mechanical arms

Peter built a mechanical-arm backpack and upgraded Felicia’s tactical suit, then their relationship continued through Valentine’s Day and the following weeks. By March, news of Thor’s arrival in New Mexico suggested the Avengers would assemble soon.

  • Peter designed a folding mechanical-arm backpack suit using Otto’s framework, with Reed’s help on the basic design.
  • Peter warned Susan against giving Norman Osborn exclusive rights to Parker’s Blood, and she licensed it to several companies instead.
  • Peter modified a S.H.I.E.L.D. tactical suit for Felicia, giving it new equipment and a device that made her hair appear black.
  • Peter gave Felicia the suit early for Valentine’s Day, and they spent the night together.
  • Felicia took Peter to Disneyland on Valentine’s Day, and they shared a quiet evening afterward.
  • News reported that Thor had appeared in New Mexico, and Peter suspected the Avengers would assemble soon.

Ch. 43Pranks

Peter made an itching spray to help Liz and Mary Jane prank their exes, then went home with Felicia. Their private time was interrupted when Liz and Mary Jane brought Jean over, frightened by her headache, voices in her head, and a floating object.

  • Peter agreed to make Liz and Mary Jane an extra-strength itching spray for their exes, Harry and Flash.
  • Peter finished the spray by lunchtime, but Liz and Mary Jane postponed their prank until the next day.
  • Peter and Felicia went to Peter’s empty home, where they began making out.
  • Mary Jane and Liz arrived with Jean, who had a severe headache and said people were talking in her head.
  • Liz told Peter that an object had floated by itself, and Mary Jane pleaded for his help.

Ch. 44Jean Grey

Peter recognized Jean Grey’s newly awakened psychic powers and used foil, then a homemade headband, to help control them. He explained that Jean was a mutant and left the group relieved as the headband appeared to work.

  • Peter recognized Jean Grey and covered her head with foil, which calmed her psychic distress.
  • Peter explained that Jean could read minds and move objects, then revealed that he and Mary Jane and Felicia were mutants too.
  • Peter reassured Jean that being a mutant did not make her less human and took the group to his basement laboratory.
  • Peter built Jean a wired headband that appeared to keep her powers under control.
  • Peter explained that the X-Gene could awaken after puberty, and Felicia warned Jean not to read her mind.

Ch. 45Controlling her powers

Peter helped Jean begin controlling her telepathic powers and move objects with her mind at an abandoned freight yard. He suggested contacting Charles Xavier for professional guidance.

  • Peter brought Jean, Mary Jane, Liz, and Felicia to an abandoned rail freight yard so Jean could train her powers.
  • Jean removed her headband and heard a flood of voices, but Peter found she could not access his thoughts about the future.
  • Peter taught Jean to imagine turning down the volume of the voices until she could silence them.
  • Jean focused on an empty soda can, made it wobble, and eventually lifted it into the air.
  • Felicia held Peter close and admitted she felt uneasy about how naturally he acted around Jean.
  • Peter showed Jean Charles Xavier's encyclopedia page and proposed calling him for help.

Ch. 46An unexpected turn

Peter helped Jean control her powers, and she revealed herself when she used telekinesis to stop a falling beam and save an elderly woman. The girls made Jean a costume and prepared for her first night out, while Peter changed into Spider-Man and followed as Jean and her friends headed toward a dangerous neighborhood.

  • Peter and Jean agreed that he would train her to control her powers, while Felicia, Liz, and Mary Jane joined their outings.
  • Jean used telekinesis to hold up a falling steel beam, allowing Peter to rescue an elderly woman, then left before the crowd could identify her.
  • Liz found a photo that showed Jean with her hand outstretched, but the group decided it did not clearly reveal her powers.
  • Liz and Mary Jane designed Jean a green, yellow, and black costume, and Peter agreed to make it bulletproof.
  • Jean insisted on testing her abilities that night, and Peter agreed on the condition that Felicia train her afterward and that she never go out alone.
  • Peter changed into Spider-Man as Liz drove Jean, Felicia, and Mary Jane toward a crime-ridden neighborhood, and he felt a strong sense of foreboding.

Ch. 47He Was Here

Peter watched Jean test her telekinetic powers as Marvel Girl, then encouraged her to train and shared a selfie with her. As Liz drove Jean and Mary Jane away, a metal beam crashed into the road, leaving Peter alarmed by the arrival of an unknown figure.

  • Peter followed Jean through the streets while she ignored taunts from street punks.
  • Jean used her telekinesis to fight off five attackers, and Peter webbed away a knife aimed at her from behind.
  • Peter introduced himself to Jean, praised her potential, and told her to train before pursuing hero work.
  • Peter took a selfie with Jean, blurred her face, and posted it online as he welcomed Marvel Girl.
  • Peter followed Liz's car after Jean returned to it, then saw a dark shape hurl a metal beam into the road ahead of them.

Ch. 48Magneto

Magneto appeared and tried to recruit Jean Grey, but Peter intervened after she agreed to leave with him to protect her friends. Peter confronted Magneto while Felicia led the others to safety, and Jean stayed behind with them.

  • Magneto descended before Jean and offered to take her to a world where she would not have to hide her mutant powers.
  • Mary Jane, Felicia, and Liz stood up for Jean, but Magneto wrecked Liz's car and urged Jean to leave her human friends behind.
  • Jean agreed to go with Magneto if he spared her friends, and Peter attacked Magneto with liquid nitrogen capsules before landing in front of the girls.
  • Peter mocked Magneto and challenged him after Magneto threatened the civilians, then told Felicia to lead the others away.
  • Jean offered to help Peter, but he told her to protect her friends as Magneto summoned metal from the street and warned Peter to get out of his way.

Ch. 49Battle with Magneto

Peter fought Magneto, using his mechanical arms and unibeam to drive him away before retreating toward Jean’s house. Magneto reached the house ahead of him and confronted Jean and the others, demanding that she join him or die.

  • Peter dodged Magneto’s metal attacks, argued against his hatred of humanity, and was captured and badly injured when Magneto crushed his Silk-Shooters.
  • Peter deployed his titanium-alloy mechanical arms and unibeam, wounded Magneto, and escaped to the ground as Magneto flew away.
  • Peter called Felicia, learned the girls were at Jean’s house, and headed there while figuring out how Magneto’s powers worked.
  • Felicia, Jean, Mary Jane, and Liz discussed getting help, while Felicia concealed how dangerous the situation was from Peter.
  • Magneto blasted through Jean’s bedroom wall and gave Jean one last chance to join him or die.

Ch. 50Wolverine and Storm

Magneto attacked Jean, Mary Jane, and Felicia at Jean’s house until Storm, Wolverine, and Professor Charles Xavier intervened. Peter disabled Magneto’s control over metal with a modified electromagnetic pulse gun, then confronted him as he lay injured.

  • Jean shielded Felicia and the others from Magneto’s attack and hurled his concrete projectile back at him.
  • Storm arrived and challenged Magneto, while Wolverine entered the house and Professor Charles Xavier tried to persuade his old friend to stop.
  • Storm and Wolverine fought Magneto, but he deflected their attacks and rose into the air.
  • Peter threw a modified electromagnetic pulse gun at Magneto, whose attempt to crush it released a burst that disrupted his magnetic powers and sent him crashing to the ground.
  • Peter explained how the gun had disabled Magneto’s control over metal, lifted him by the collar, and punched his helmet.
Arc 2 of 11
Arc 2 of 11