While unwinding at a club, Peter Parker meets a girl named Carol who is surprisingly as interested in science as he is. After setting up a date, Peter decides to patrol the town as Spider-Man and stumbles upon a robbery perpetrated by...Carol! But things start to look fishy when Carol starts using the same spider powers as Spider-Man. Spider-Man follows her as she and other Spider-Men inside a ship races back to their headquarters inside a cave and discovers that they are from a distant civilization that crash-landed on Earth and have been living underground waiting to be saved by a ray from their home planet. He finds out she was stealing equipment to try stopping a nuclear device test which would have destroyed the civilization. Spider-Man is able to stop the device going off.
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