We take you back to the days of grungy 90s as The X-Men and Spider-Man face off against Mr. Sinister and Carnage! But this Spidey isn't Peter Parker--it's Ben Reilly, the Spider-Clone! And Wolverine's claws are made of bone, not adamantium! It's radical...it's extreme...and if we coulda put a chromium cover on it, we would have! Put down your pogs and pick this up if only to feast your eyes on Mario Alberti's art! It'll make you say "Cowabunga, dude!"

A few years ago, the X-Men are up against Mr. Sinister once again. He leaves before the battle is over. The X-Men search his place for any clues to his next hiding place. They find a box that may give them a lead and allow them to return a favor.

In the city, Spider-Man (actually Ben Reilly, the Scarlet Spider when he took over for Spidey) is chasing Slyde. He is stopped by Iceman. As "Spider-Man" is about to leave, Storm reminds him of when he came to them about Kraven and Sinister's team-up. He says he remembers it but Wolverine knows he's lying. He has no choice but to tell them that he's not the same Spider-Man he knows. He tells them the one they know was a clone (that's what he and Peter Parker were lead to believe at the time). The X-Men tell him that they found some notes of data exchange between Sinister and Miles Warren (the dude that cloned Spider-Man). What concerns Ben Reilly is there are notes on Cletus Kasady, also known as Carnage. They plan on paying him a visit.

At the Ravencroft Institue, Sinister is already visiting Carnage. He wants to make a deal with him. Before anything can happen, the X-Men and Scarlet Spider arrive. A fight begins, Carnage bites Wolverine's bone claws, Sinister gets upset. He tries controling their mind but finds Spider-Man resisting him. He pushes further and Ben pushes back with the memories of his life. Sinister is disgusted and calls him a "mockery of life." After he leaves and Carnage is put on ice, Ben wonders what he meant by that. Cyclops tells him not to listen to Sinister. Spidey asks Wolverine if he can tell the difference but is told they smell the same. As far as he's concerned, he is Spider-Man.

Back at Sinister's (latest) lab, he seems to have just about perfected the sample he took from Kasady.