Carnage reverts to its Gwen form. However, Spider-Woman arrives and takes Peter to OSCORP, revealing she is an altered clone of Peter and there are more as part of CIA/FBI experimentation. At OSCORP, Peter finds Demogoblin but she powers down when she sees Peter. The Fantastic Four take her to the Baxter building to cure her. Dr. Octavius, accompanied by Fury and the Spider Slayers, reveals he got the OZ and is the father of the clones. Octavius works for the FBI after agreeing to work on their genetic experimentations instead of being imprisoned. He also states Richard Parker is a clone which Sue finds out at the hospital. Peter agrees to surrender to Fury if he allows him ten minutes alone with his clones and Octavius. They target Octavius who reveals he controls metal and Kaine is shot and killed by one of Fury's men and Tarantula is impaled through the heart by a metal pole by Octavius. However, Peter and Jessica defeat Octavius, and Spider-Woman runs away, starting a new life elsewhere. Peter turns himself in but Johnny Storm takes him to the Baxter building where Mary Jane is seemingly cured. Peter admits he still loves Mary Jane and they kiss. Reed Richards informs Peter that he can finally remove his powers if Peter would like him too, but Peter declines the offer. Peter goes to the hospital to check on Aunt May, who mutters he should get a better costume. Peter also learns from Sue that his father's clone has died. Fury meets Peter and explains the Spider Slayers were made to combat Peter in the future because Fury had expected him to snap and become a super-villain due to previous events, but admits he was wrong to think that. Mary Jane returns home and Peter stays at the Watsons while May recuperates. Peter and Mary Jane kiss as a distraught Kitty watches on. At the Avengers HQ, Fury has detained the Scorpion and the Gwen clone. Mary Jane wakes in the middle of the night and imagines Kaine behind her; in reality it is the real Peter who consoles her. First appearances: Scorpion, Spider-Woman, Tarantula, Kaine, Spider-Slayers, Demogoblin, Henry Gyrich Deaths: Kaine, Tarantula Ultimate Knights (#106–110) Published: May 2007 – August 2007 Creative Team: Bendis / Bagley Plot outline: Mary Jane urges Peter to break up with Kitty, who is revealed to be their new class-mate.