Nic Jessup tapped his foot impatiently, waiting outside Kessa Halle's Xavier City apartment. It was highly unusual from Nic to be waiting for Kessa, but after the events a week ago, Nic was being a lot faster. After all speed, would help in battle that he was sure to come.

Since the attack on Ben and Nic's life, Nic had been conditioning at his school as often as possible, using gymnastics equipment and the track, and jogged or "web-slinged" to Kessa's apartment every morning. Checking his watch, Nic knocked again. His heart jumped when Kessa answered in nothing but a towel.

"I'll be just another minute Nic," she explained. "Come inside and wait." Nic nodded and entered the apartment. Kessa's parents ran a business together, and often left early, just as often forgetting to wake their daughter. He guessed that it had happened again that morning. Nic walked into the Halle's kitchen, and helped himself to a doughnut on the counter. After a few minutes, Kessa came back out, ready to go.

"Nice," Nic complimented. Kessa smiled at her friend.

"It's a talent," she explained. "Ever since Mom and Dad started working early, I've learned how to get ready within a few minutes." Nic laughed.

"I've got a biological alarm clock," he said, "Sam!" Kessa laughed. She knew that Nic's little brother woke up the moment Doc left in the morning, and woke up Nic as soon as he could. The two left the apartment and headed downstairs, joking with each other. They exited the apartment building to hear a crashing in the street.

"Where is Spider-Man?!" a voice howled from down the street. Nic looked at Kessa.

"Get to Four Unity and find my mom!" he ordered Kessa. "Tell her to get ahold of the school and clear both of us for being tardy, then get back here and help!" Kessa spoke an affirmative and opened a portal to the plaza. Nic ran into a nearby alley and ripped off his clothes to reveal his Spider-Man uniform underneath. Spider-Man pulled on his mask and sailed out of the alley on his mag line.

Japan, Land of the Rising Sun

The island nation was still mostly underwater, as a result of the flooding of the planet. Here stood the headquarters of Stark/Fujikawa, one of the few surviving corporations. It was home to Iron Man before the Sentinel Dawn, and more recently an advanced cloning technology. Even more recently, S/F was visited by Garokk, the planet's current Sorcerer Supreme. But now, something was awakening.

Now, one of the last Starks working for the company was wandering through the hallways of the building. Amy Dower, great grand daughter of Tony Stark's sole child, was a technician working on weapons design. Amy was a genius, through college by the age of thirteen, and started working at S/F at the age of fifteen. She had designed a suit of armor that was unfortunately destroyed with the floods. She had been working on recreating that armor for weeks and decided she needed a break. She had a chest plate, gloves boots and most of a helmet built, and needing testing. She would put on the armor herself after this break. Amy wandered past an open genetics lab, and did a double take.

Inside the lab was a cluster of tubes in which the dormant bodies of dead heroes floated. The nearest two tubes held clones of Ravage and D/Monix. Amy walked inside, glancing around looking for on-duty techs. She gasped upon seeing a pool of blood coming from behind the tubes. Amy started for them but was startled by a noise to her right. A large green figure appeared, and Amy gasped again. The Hulk!

Amy started to run, but the behemoth caught her, and, grabbing her, crushed her rib cage. The Hulk released her, and Amy realized she only had a few moments left in her life. The Hulk turned away from her, and Amy stumbled away. She somehow made it back to her lab, and saw her prototype armor on the workbench. She staggered over to the bench and slipped on the chest plate, hoping that the armor would help save her life.

Spider-Man swung towards the disturbance. A large spider creature was ripping up Xavier City. Spider-Man dropped to the street level, and retracted his mag line. The creature was destroying his turf, and he was going to stop it.

"HALT!!!" Nic barked. The creature turned to him and grinned a feral grin. Nic withdrew several impact web cartridges from his belt. He braced to throw them, but the creature sprayed a layer of webbing on him. Spider-Man struggled against it as much as he could, but was unsuccessful. His danger sense flared as the creature crawled atop him.

"I am the Black Widow, Ssspider-Man," it hissed. Nic realized that the creature was female. His mind jumped back to his biology classes, and remembered that a female black widow spider would mate and then eat the mate. Nic hoped this creature wasn't one of those kinds of black widows.

"You are to be my mate," she continued. "Our offspring will be more powerful than any other being ever. And you will be an excellent meal." Nic gulped, fears about this Black Widow confirmed.

"He's taken!" cried a familiar voice from an alley. Kessa stepped forward, and drew a spike from a quiver over her shoulder. Nic saw that Kessa had a full uniform on, similar to an X-Man's. The spike glowed with a purple energy and Kessa threw it at Black Widow. The spike flew through the air and struck the Black Widow in the chest. The creature disappeared for a moment and then reappeared, unconscious. Kessa ran to Nic's side and cut the webbing, using another spike.

"Where'd you get the stuff?" Nic asked, standing up.

"You're not the only one who could come up with superhero stuff around here, hmmm?" Nic laughed, despite the situation.

"Now, what to do with Blackie here," he said, standing up. "Any thoughts, suggestions?"

"How about the teleport diesss?" exclaimed the Widow. She had already recovered from Kessa's displacement, and attacked the two. Spider-Man stepped up and planted a fist in the Black Widow's gut, lifting the creature over their heads. As the Widow flew over their heads, Nic threw a web cartridge into her stomach. When the Widow landed, Nic jumped atop her, pinning the creature.

"Spill your guts before I have to do it for you," he threatened. The Widow gave him a patronizing smile and told both sides of her story, Farr's and the parasite's.

"And you shall be that mate that I want!" With that, three pair of spider legs erupted from the webbing and grabbed Nic. The Widow stood using two of those legs and cackled with glee. Then using her human limbs, she broke from the webbing. She grabbed Spider-Man's tunic, and was about to rip it off when a portal opened between the Widow and Spider-Man. Kessa tackled Nic, throwing the two and the Widow's extremities into another part of the city.

"That was close," Kessa said.

"No kidding," Nic retorted, staring at the twitching fingers beside him.

Miguel O'Hara watched the clouds go by outside his ship. He had no idea why he had spent a week in Xavier City, but he guessed that Shakti's death, and the revelation of her psionic "pregnancy" were big factors.

Miguel's thoughts drifted to Spider-Man. There had been reports all week of the hero stopping muggers, and small-time criminals. Of course, there hadn't been anything major happen since the X-Men returned from Lavertia. He needed to do something about this new Spider-Man though, and his reported partner.

Then, it came to him. He and Xi'an had gotten along well for a long time, so he would get the X-Men's founder to monitor Spider-Man, and, if necessary, tell Miguel about anything that he would do to scar the mantle. If that happened, then Miguel would don the webs again, and take care of the other Spider-Man himself. Miguel imagined that whoever it was wasn't stupid enough to challenge the original bearer of the Spider-Man name in 2099.

Miguel looked back out the window, satisfied with his plan, and ignorant of the upcoming danger ahead.

Ben Reilly wandered through Xavier City. He had spent the last week trying to get used to his new culture in 2099, and moving in with the Jessups. His ribs had healed quite nicely after the attack by a sniper a week ago, and he knew that it would just be a matter of time before he would have to do some superheroing. He hadn't picked a new heroic persona for himself, but he was fond of the Crimson Spider, similar to his Scarlet Spider persona, but different. Ben walked into a small bakery.

(in last issue - Tony)

Ben withdrew some currency from his pocket to pay for a danish and some cookies. Then he saw that the bakery was also a deli. He decided to test a sign's claim that their deli was better than a New York deli. Ben bought a sandwich and started chomping away. It was almost as good as a New York deli sandwich. He could get to like life in Xavier City. He started wandering again, not knowing about the two dangers stalking him, the Black Widow, and the Punisher.

Nic and Kessa spent the rest of the day scouring the city, searching for clues as to where the Black Widow had disappeared to. She had left the scene of the attack on Nic before Kessa had enough wits to teleport them back. The Widow was able to travel faster than the two could search alone, and they lost any sign of her by the time they had gotten just a block away from the attack. They were careful gong back to the scene, seeing how there had been a fairly large amount of property damage, although it didn't span more than a block.

Xi'an was there, cursing the day this new Spider-Man was born, as was Ten Eagles, searching the rubble for clues about the struggle. After a minute or so of consideration, Nic lept into the street behind Xi'an.

"Xi'an Chi Xan," Spider-Man stated. The councilman spun, stopping his rant on how horrible this Spider-Man had been for Xavier City. "You know me by reputation only. I'm Spider-Man. You should know that any battle between super-powered beings causes damage. I just want you to know that this wasn't caused in the battle. The Black Widow destroyed most of this when she was searching for me.

"This Black Widow is a threat, and I suggest that you get the X-Men searching for her. I'll be searching as well, seeing how she wants me as a... mate. If you want the damage reduced before the Widow tears up the rest of Xavier City, I suggest you help. Until we meet again." With a dramatic wave, Nic jumped into the sky, throwing his mag line, and swinging away.

"What are you going to do, Xi'an?" Victor asked, his gaze following Xi'an's.

"Contact Miguel," Xi'an said, "and put the X-Men on standby. We'll see if the Widow finds Spider-Man and he takes care of her before we have to put them on an active alert." Xi'an tore his eyes away from the sky, and started walking away.

"Let's go, Victor."

Amy Dower put on the remainder of the armor. The chestplate had saved her life and was starting a regeneration of her body. She slipped the second boot on and stood in front of a mirror. The helmet was the only part of the armor that she didn't have on. She placed it over her head and snapped it into place. Her hair hung out the back, and that looked good. Amy smiled. The Iron Maiden had been born!

She walked over to a terminal and hacked into the Genetics Labs' computers. She found the program that was used to condition the clones. Amy gasped reading the screen. She stepped away from the terminal and blasted through her lab's sky light into the sky above Japan. On the screen blinked: DESTROY MIGUEL O'HARA AND THEN XAVIER CITY.

In Spider-Man 2099 #4: Mating Season continues! Ben is attacked by the Black Widow, and Nic's got to save his buddy! And the Black Widow discovers Miguel's former existence as Spider-Man. Plus, Iron Maiden must get to Xavier City before it's too late!