Fury the Goblin Queen begins acting out the Green Goblin's final gambit against Peter Parker. While kidnapping the retired Spider-Man, Fury also activates a signal that awakens the unconscious girl within the Osborn labs' tank. The changeling escapes, confronting Mayday on the roof of her high school just as she is changing into Spider-Girl. The two briefly battle before being caught in an explosion. A critically injured May is rescued from the debris by Araña's forces. Araña is suddenly traumatized by her own ordeal, and, thinking that May might not survive her ordeal, offers to merge with her. However, she intervenes in a vision quest that Mayday is undergoing. By aiding her to overcome a force she was meant to overcome alone, she obstructs Spider-Girl from uncovering whether or not she is the true May; mainly because May is half Latina on her father's side and Araña is only going by the trauma she went through not thinking of what could happen to May and her school. Araña also has an ulterior motive: by assuming the body and power of Spider-Girl she hopes to take the Black Tarantula, an adversary and former lover, by surprise and defeat him. Araña successfully completes the merger and temporarily assumes control of May's body, leaving May and a third, blond woman who shares her name (later revealed to be the spirit of Aunt May) trapped within Araña's body.