Whitman Knapp manifests past and future versions of himself and helps Jeffries back into his Box armor. Box and the new hero, Manikin, save Alpha Flight from being absorbed by Omega. Purple Girl controls Omega and forces him to undo the physical damage he has done to Madison. Realizing that neither his brother or Roger can be saved, Jeffries uses the Box armor to kill Omega. Northstar collapses from his sickness.
Spider-Man [Peter Parker]; Aunt May Parker; Anna Watson; Robbie Robertson; Mary Jane Parker; Joy Mercado; VILLAIN: Dr. Octopus
Still deathly afraid of Spider-Man, Dr. Octopus decides to simply kill everyone in New York with a biological weapon to rid himself of the wall crawler for good. In order to save his city, Spidey takes care of Doc Ock by letting the villain best him in battle.