The Banshee locates the secret hideout of the criminal group called Factor Three, which holds professor Xavier hostage. Flying too near, the Banshee gets injured by a mechanical spider but manages to escape and warns the X-Men to beware the Spider, before he falls unconscious. As the mechanical spider attacks Spider-Man, the Cerbero machine locates the threat and the X-Men go into action. Meanwhile, Spider-Man manages to destroy the robot spider and as the X-Men reach the place, they think Spidey is the spider the Banshee warned about and fight him. After Jean learns about the misunderstanding, she contacts her fellow X-Men, who cease the hostility turning back to the HQ.
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