Appearing in "...And Then There Was One!"
- Spider-Woman (Mattie Franklin) (First appearance as Spider-Woman)
- Y2K Gang (First appearance)
- Spider-Woman (Charlotte Witter) (First appearance) (Real name not revealed)
- Mole Man (Harvey Elder) (Mentioned)
- 6 Monster Isle monsters
- NYPD officers
- Avengers (Mentioned)
- Jessica Drew
- Mary Jane Watson-Parker
- Aunt May
- Julia Carpenter
- Rachel Carpenter (Mentioned)
- Daily Bugle
- Fantastic Four (Mentioned)
- Patrol cars
Synopsis for "...And Then There Was One!"
Mattie Franklin has given herself a new identity of Spider-Woman, In the opening pages she stops a gang who are robbing a bank of Gold. The Media is very interested and she poses for cameras as she answers question.
Meanwhile another much more sinister Spider-Woman is stealing the powers of former Spider-Women.The story switches to Jessica Drew in Madripoor where she uses her powers to fight this new mysterious villain but is quickly defeated.
Back in New York Mary Jane is ready to go on a fashion shoot when she almost finds out Peter is hiding his Spider-Man costume in her carry on bag. Julia Carpenter has fallen victim to the new mysterious Spider-Woman two days earlier. At the Daily Bugle, Jameson is hassling an intern to get the paper out on the streets with the headline "Who is the New Spider-Woman?" when Peter figures it out to be only Mattie Franklin who had impersonated him recently. Spider-Man and Mattie meet up just in time to be attacked by the new Spider-Woman who wants to aborb both their powers.
- The cover is an homage to Amazing Fantasy #15