Appearing in 1st story
- Spider-Man (Otto Octavius / "Peter Parker") (As Doctor Octopus in recap)
- Spider-Man (Peter Parker) (Referenced)
- NYPD's Anti-Spider-Man Patrols
- Mayor Jameson (Referenced)
- Avengers (Referenced)
- Captain America (Steve Rogers) (Mentioned)
- God (Yahweh) (Invoked)
- Mister Sinister (Mentioned)
- Riptide (Janos Quested)
Races and Species:
- Earth-811 (Referenced)
- Superior Spider-Man's Suit and Web-Shooters
- Wolverine's Suit
- Doctor Octopus' Tentacles (Only in recap)
- Spider-Island (Referenced)
Synopsis for 1st story
A giant spider is rampaging across New York City. Spider-Man, using his new eyepieces, identifies it as a garden spider and notes the irony of killing Spider-Man's namesake just as he killed Spider-Man. While trying to fight it, he accidentally falls off, having failed to listen to his new body's muscle reflexes. During his battle, he recognizes the spider's eyes as human. Regardless, he brushes off this fact and charges at it with a pole.
Suddenly, Wolverine's team of X-Men appear. Their interference irks Spider-Man, as he does not view mutants highly. In looking through Peter Parker's memories, he sees the X-Men's recent battle with the Avengers. The X-Men hold the spider off while Hank McCoy tries to figure out what it is. In doing so, he learns that it contains both spider and mutant DNA, but also one unknown strain of DNA.
Storm is hit with a surprise blast of energy coming from the spider's mouth. Luckily Spider-Man is able to save her before any serious harm can come to her. Rachel Grey is then wrapped in the spider's webbing. Spider-Man plots to end the fight, but his attitude makes some of the X-Men suspicious of him. First, he hits it to draw its attention. Then, he has Storm change the air pressure. And to finish things off, he snaps it's mouth closed.
When he regroups with the X-Men, Wolverine, angry about his aggressive attitude, grabs him, causing Spider-Man to react with violence. Peter's memories show him how much Wolverine has annoyed him. This gives him reason to slam Wolverine into the ground, hoping to show him he will not tolerate him.
Afterwards, the still-rampaging spider suddenly falls to the ground stunned. Spider-Man explains that the combination of his concussive hit to it's head, a spider's sensitivity to changing air pressure, and his last blow put it into its stunned state, with its large size delaying the reaction. The spider changes back into a young woman. Rachel tries to read her mind, but she says she has no memories, as if she was just born.
Wolverine gets up and grabs Spider-Man, then tells Rachel to read his mind to make sure he is Spider-Man. Since Doc Ock still has his own memories, Rachel's telepathic powers could out him. Hoping to keep her out of his head, Spider-Man brings up sore points, such as when the X-Men controlled the Phoenix Force and nearly destroyed the world. Then, he reminds them that Captain America would not approve of them reading his mind. This is enough to convince them to leave him be.
Hank brings their attention back to the woman and tells them that she is not a mutant despite mutant DNA being inside her. Spider-Man realizes that she was genetically engineered with human, mutant and arachnid DNA. This leads the X-Men to think that Mister Sinister is involved, despite being dead. However, after the X-Men depart, Spider-Man says that the woman is a clone manufactured by the Jackal, who, unbeknownst to him, has broken into Mister Sinister's lab and now has access to all of his DNA samples.
• NEW CREATIVE TEAM! NEW DIRECTION! THE SUPERIOR AGE BEGINS!
• The all new Superior Spider-Man teams with Wolverine and the X-Men!
• Christopher Yost (Scarlet Spider, X-Force) and Paco Medina (Ultimate X-Men) begin a new SUPERIOR era of Avenging Spider-Man!