In Amazing Spider-Man #2 (443), it was revealed that the new Spider-Man was in fact a girl, Mattie Franklin, one of the participants in the Gathering of Five ceremony, who adopted the mantle of being Spider-Man when the latter decided to call it quits. Mattie had obtained the gift of power at said ceremony, which also involved Norman Osborn, who had obtained the gift of insanity, although he had originally thought he had gotten that of power. (This storyline was showcased in Sensational Spider-Man #32, Amazing Spider-Man #440, Spider-Man #96, Spectacular Spider-Man #262, and Sensational Spider-Man #33). It should be equally noted that Mattie is the niece of Marla and J. Jonah Jameson.

In Amazing Spider-Man #5 (446) a new Spider-Woman was introduced. Although her origin remained unknown to us, her purpose was revealed: to drain Mattie Franklin's energy (It should be noted that prior to attacking Mattie, she drained energy from both Jessica Drew and Julie Carpenter, two former Spider-Women). She attacked Mattie, however, Spider-Man dropped in and rescued the latter. They are now on the run from the evil Spider-Woman.

ACT 1: Still woozy from the sting of the evil Spider-Woman, Spider-Man has a rather difficult time calculating his jumps. The fact that he is carrying the limp body of Mattie Franklin – unconscious as a result of her encounter with the evil Spider-Woman – does not help him either. To take a breather, he hauls himself and Mattie into a vacant office of a nearby building. He removes her mask off, just as she regains consciousness. She explains how she acquired her powers – thru the infamous Gathering of Five ceremony. All of a sudden, she experiences pains in her abdomen so Spidey tells her that she needs to see a doctor. As he approaches to help her out, she suddenly releases a burst of invisible energy that sends Spider-Man flying and clinging to the ceiling. She screams at him that she cannot be taken to the hospital and she then faints once again. Spider-Man drops down to her side and wonders where he could bring her since he knows that she is not a big fan of hospitals.

ACT 2: Meanwhile, in the luxury apartment building in which Peter Parker (a.k.a. Spider-Man) lives with his wife Mary Jane and his widowed Aunt May. Mary Jane is working out while May does what she does best...nagging. Mary Jane receives a phone call from an apparent stalker and lies straight to May's face when the latter asks to know why she looks so shaken up. MJ is becoming more and more suspicious that Peter has reclaimed his role as Spider-Man. A short time later, Spider-Man arrives to the chosen destination to keep Mattie safe while he investigates the evil Spider-Woman: the Black Cat's apartment. After some convincing, Black Cat accepts to keep Mattie safe while Spider-Man heads back out to figure out his next move. Meanwhile, the evil Spider-Woman seems to have discovered the location where Mattie is being kept safe.

ACT 3: Meanwhile, Mary Jane, accompanied by Jill Stacy, goes out to look for Peter. After a quick stop at Aunt May's, she heads to the Daily Bugle. At that moment, at the Black Cat's apartment, the evil Spider-Woman comes crashing through the window. A battle ensues, which sends the Black Cat flying out of the apartment through the hole in the broken window, while Spider-Man is left behind to fight the evil Spider-Woman, since Mattie has been rendered unconscious by the latter. At that moment, in the city room of the Daily Bugle, MJ and Jill meet wit ace reporter Betty Brant to see if she can help them find Peter. MJ becomes more and more suspicious that Peter has gone back to being Spider-Man after Betty tells her that Peter dropped off some pictures and took off quickly when he heard about the Spider-Woman story. Back at the apartment, the battle rages on and the heroes are starting to get the upper hand. Seeing that she is losing the fight, the evil Spider-Woman escapes into the night; however, not before Spider-Man tags her with a spider-tracer. Spider-Man thanks the Black Cat and web-slings away, carrying Mattie to the nearest hospital where she goes to recuperate from her injuries. Back at Peter Parker's apartment, Mary Jane receives another call from her apparent stalker. She angrily breaks the phone and falls to her knees crying.