Finally, Morlun attacked Spider-Man, and defeated him. Choosing to absorb Peter's essence at a later time without the distractions from the police, Morlun left Spider-Man in a critical state with only one eye. Spider-Man was rushed to the hospital, but the doctors knew it was too late to save him. Mary Jane came seconds before Morlun feasted. In a bid to defend Peter, Mary Jane tried to fight Morlun, and undoubtedly she was no match for him. As Peter heard Morlun decide to kill Mary Jane, he sprung up in a final savage effort to protect his wife. With stingers that sprouted from his arms, he paralyzed Morlun and bit him at the neck, absorbing his essence and killing him. Shortly thereafter, Peter died in Mary Jane's arms.
In an effort to cover up his secret identity, the Avengers took his body to Stark Tower. Suddenly, something rose from Peter's body at the tower and escaped, wrapping itself in a cocoon underneath a bridge. There, Spider-Man embraced his 'other'-- the spider aspect of himself. Breaking out of the cocoon, Peter found that he had newfound powers.However, within the walls of Stark Tower millions of cannibal spiders wrapped the upper floors in webbing, and then visited and ate the shell of Peter Parker's corpse only to eventually form a new being composed of all these spiders. Spider-Man briefly tangled with this creature only to have her escape into the sewers. Another cocoon has appeared somewhere in Manhattan unknown to Spider-Man.