Spider-Man; GUESTS: Aunt May Parker; J. Jonah Jameson Sr.; Norah Winters; Invisible Woman; Norman Osborn; Harry Osborn; Lily Hollister [Menace]; Dark Avengers [Sentry; Spider-Man [Mac Gargan]; Ms. Marvel [Moonstone]; Ares; Captain Marvel [Noh-Varr]; Wolverine [Daken]; Hawkeye [Bullseye]]
Peter tries to talk Harry out of going to work for his dad but doesn't know that Harry's girlfriend Lily is pregnant with his child. Norman gives Harry the grand tour of Avengers Tower. Peter learns that Front Line reporter Norah Winters has gotten a job with Osborn as cover to write an expose, and Pete begins to get ideas of his own. When Norman's Spidey and Hawkeye go out for a night of trolling for prostitutes, Spidey attacks and captures his dark counterpart and, thanks to a black suit designed by Reed Richards, replaces Mac Gargan in the Dark Avengers.