In Amazing Spider-Man #2 (443), it was revealed that the new Spider-Man was in fact a girl, Mattie Franklin, one of the participants in the Gathering of Five ceremony, who adopted the mantle of being Spider-Man when the latter decided to call it quits. Mattie had obtained the gift of power at said ceremony, which also involved Norman Osborn, who had obtained the gift of insanity, although he had originally thought he had gotten that of power. (This storyline was showcased in Sensational Spider-Man #32, Amazing Spider-Man #440, Spider-Man #96, Spectacular Spider-Man #262, and Sensational Spider-Man #33). It should be equally noted that Mattie is the niece of Marla and J. Jonah Jameson.

In Amazing Spider-Man #5 (446) a new Spider-Woman was introduced. Although her origin remained unknown to us, her purpose was revealed: to drain Mattie Franklin's energy. In Peter Parker: Spider-Man Volume 2 #5, Spider-Man tangled with the evil Spider-Woman in order to protect Mattie Franklin. Again the origin of this new Spider-Woman was not revealed. Mattie is brought to the hospital to recuperate from her injuries sustained in Amazing Spider-Man #5 (446).

ACT 1: Spider-Man is web slinging, dragging along two thieves trapped in his web. He is telling them how hard it is for him to keep his secret: that he has become Spider-Man once again although he had promised his wife (Mary Jane) to never wear the costume ever again. They beg him to let them down. He finally hands them over to the police and makes his way back to his apartment.

ACT 2: When he arrives at the apartment, he is late. Aunt May greets him with a smile but not Mary Jane. Peter tries to explain why he was late when he is saved by the bell of the phone ringing. Mary Jane answers the phone and firmly hangs it up a second later; she says it was a wrong number. Peter and MJ go up the stairs to their bedroom to finish their conversation. For a second, Mary Jane thinks that Peter has reassumed the mantle of being Spider-Man but he takes off his shirt and shows her that he is not wearing any costume under his street clothes. She is very glad that he kept his promise when the phone rings again. It's Robbie Robertson from the Daily Bugle. The new evil Spider-Woman has been sighted and he wants picture of her. Peter accepts and leaves. Mary Jane also leaves with Aunt May. Jill Stacy and herself are taking May to a beauty parlor for a new makeover. Before she leaves, she tells Peter to come and meet them there once he is done with his photo assignment.

ACT 3: Elsewhere, the evil Spider-Woman is surrounded by the police. She yells at them that she doesn't want to hurt anyone and that it is HIM who makes her do these things. The cops are easily subdued when she decides to use her powers on them. Spider-Man finally arrives on the scene. The evil Spider-Woman tells him that she does not want to fight him, nor did she wanted to drain the energy from the other three Spider-Women. In fact, it is revealed that she is suppose to kill him: "He wants you dead, you idiot!" Spider-Man asks her who she is referring to. She says she doesn't remember much except that he was a Doctor of some sort. Peter offers his help. However, she retorts that she doesn't want his help...she wants his life. As she finishes her sentence, she jumps at his throat and captures him.

ACT 4: Meanwhile, J. Jonah Jameson and his wife, Marla, are visiting Mattie Franklin, their niece, who is still at the hospital, recuperating from the injuries sustained by the evil Spider-Woman. It is revealed that Mattie's father called them when he realized that Mattie had run away from home and using the Daily Bugle’s resources, Marla and JJJ had tracked her down to the hospital. Mattie explains that she was just in the wrong place at the wrong time, and that she found herself in the middle of a fight between Spider-Man and the evil Spider-Woman where she got hurt. She adds that Spider-Man was the one who brought her to the hospital, which, of course, enrages JJJ and he storms out of the room in search of a telephone to call the offices of the Daily Bugle; followed by Marla who tries to reason with him. Once they are gone, somebody else enters Mattie's room: a rejuvenated Madame Web, who obtained the gift of youth from the Gathering of Five ceremony. She tells Mattie that she has a job for her.

ACT 5: Spider-Man finally regains consciousness. He is hanging upside down, wrapped in psychic-webbing in a laboratory, occupied by Spider-Woman and the mastermind of these past events:Doctor Octopus!! Doc Ock, whose sporting a brand new outfit, explains how his Spider-Women came to be; we are treated to a flashback sequence here. Her name was Charlotte Witter and she used to be a fashion designer of some repute. However, she lived a double-life, which allowed her path to cross that of Doctor Octopus. He recognized, in her, qualities, which would prove to be valuable in the creature he wished to create. So he kidnapped her and experimented on her, transforming her into the creature that she now has become. Then he orchestrated attacks on the other Spider-Women so as to drain their powers and so as to draw Spider-Man’s attention, which proved to be successful. Back in real-time, Doc Ock orders his evil Spider-Woman to kill Spider-Man. As Spider-Woman climbs over Spider-Man, Doc Ock tells him not to bother struggling since she has already drained his powers. A little light goes off in Spider-Man's head; she failed to drain his or Mattie's energy during their previous encounter. He then proceeds to break free from the psychic-webbing, which sends a telepathic discharge back to Spider-Woman, who is temporarily stunned. Doc Ock is furious and tries to take down Spider-Man but the latter shoots a strain of web in the Doctor's face, which incapacitates him momentarily. Meanwhile, Spider-Woman has regain consciousness and attacks Spider-Man. He tricks her into smashing one of the windows of the underwater base they are in and the base starts flooding. They all manage to escape but Spider-Man has a feeling he hasn't seen the last of them.

ACT 6: A short time later, Peter arrives at the beauty parlor to meet with Mary Jane, Jill Stacy, and Aunt May, whose brand new look is revealed. Peter compliments her and they all go out for Chinese food.

ACT 7: The home of Flash Thompson. A place of memories of the glory days. Of better days. Flash is watching TV, when he hears a loud noise coming from outside his apartment door. A baseball bat in hand, he opens up the door. To be continued.