COVER BY: PAT OLLIFFE
WRITER: TOM DEFALCO
PAT OLLIFFE
PENCILS: PAT OLLIFFE

The new Scarlet Spider debuts, and the one true Spider-Man returns ?but can even three web-slingers defeat the awesome Apox the Omega Skrull? Angel Face and Funny-Face are on the loose, leaving Spider-Girl to face up to her quarrels with the New Warriors before the final faceoff! Plus: startling secrets of Mayday's past and a confrontation with everyone's favorite cantankerous clone, Kaine! Guest-starring the Fantastic Five and Avengers Next! Collecting Spider-Girl #45-50.