"Keep Gwen out of it." the last words of Captain Stacy, Peter hated hearing those words from him, but a dead man's promise is one that always must be kept. Now he doesn't have Gwen, and his Aunt is becoming more restless as he continues to go out every night to fulfill his duties as Spiderman. But what does Harlow Winters have to do with the spark of a new evil? Peter doesn't know yet, but one thing he does know is that she is defiantly special.