Spider-Girl [also appears as May Parker]; Clone May Parker; Fury [Goblin Queen]; Araña; Avengers [J2; Thunderstrike [Kevin Masterson]; Bluestreak; Freebooter; Sabreclaw]; Peter Parker; Rene DeSantos; Dr. Eve Manning; Kaine; Darkdevil; Normie Osborn; Brenda Drago Osborn; Mary Jane Watson-Parker; Benjamin Richard Parker; Davida Kirby; Gene Thompson; Aunt May Parker (dream sequence); Norman Osborn (flashback); Funny Face (flashback); Scriers (flashback)
The clone starts taking over May's life. Meanwhile, Spider-Girl has been taken by Araña and battles the clone in her dreams with the guidance of someone else named May. However, Araña has her own plans in mind -- to implant her consciousness in Spider-Girl's body.
Letters submitted by John Koerner; Joe; John LeGarde; Aaron Scorringe; Michael Jung; Kyle White; Aaron Sanders-Symeon; Jim Collins; Dave B.; Jeff Westhoff; Sam Kerby. Also includes cover art for the following issue (#26).