The Future Foundation continues the fight against the Sinister Six. Suddenly, Spider-Man and Ben realize that Doctor Octopus, Rhino, Sandman and Electro are robots and that Mysterio and Chameleon are the only ones present at the Caribbean.

Meanwhile, Doctor Octopus and the others infiltrate the Baxter Building. Doctor Octopus's plan involves using the Baxter Building's technology.

In the Caribbean, the dimensional rifts cause Sue, Ben and Reed to change powers. Spider-Man is dressed a suit that resembles that of Spider-Woman. Sue uses the tachyone pack Franklin and Valeria brought with them to close the rift, returning everyone to normal. With the trouble solved, the FF returns home.

At Tribeca, Carlie asks Peter where did he really go, and Peter answers that it's a secret. Carlie is outraged for thinking that Peter is lying to her, but suddenly reveals her tattoo, one of Spider-Man. Carlie says that she was going to get a Goblin tattoo but changed her mind at the last moment. Peter says that she has the sexiest tattoo he has ever seen, and they kiss.