Spider-Man breaks into the Oscorp robotics facility and manages to free Connors, only to be subdued by the robots. While Connors escapes and returns to his old lab in the sewers, Smythe restrains Spider-Man and injects him with his completed nanobot serum, which strips him of his powers. Despite being severely weakened and assailed by the security robots, Peter escapes from the facility as Smythe activates his latest S-Bot, which is designed to spread his nanobot serum all over the city.
Peter emerges on the streets to discover that the entire city is in chaos as a result of the outbreak. He makes his way to Connors' sewer lab to discover both Connors and Gwen there. The nanobot "cure" attacking every cell in his body, Peter passes out. Deciding that there is no other way to stop Smythe, Dr. Connors transforms himself into the Lizard again, despite Gwen's objections, believing that he will be able to control himself long enough to stop the robots.
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