ENTER: SWARM! After helping police capture armed robbers, Spider-Man returns to ESU where as Peter Parker, he meets his fellow teachers assistants: Debra Whitman, Steve Hopkins, Chip Martin, and Philip Chang. Meanwhile, in the lab of Professor Morris, Morris and Marcy Kane are examining the skeleton of Fritz von Meyer -- formally the villain known as Swarm, who battled the Champions of Los Angeles. Going to lunch with his new colleagues, Peter visits with Curt Connors who is eating lunch in the cafeteria. Their conversation is interrupted when a swarm of bees suddenly start attacking everyone present. Peter manages to slip away and change into Spider-Man to try and figure a way to the bottom of things. Entering Morris' lab, Spidey learns that the Swarm has somehow come back to life. Rescuing Morris from the Swarm's attack, Spider-Man faces off against the Swarm on his own, but is attacked by a swarm of bees unleashed from the Swarm's body.
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