Spider-Man is now in possession of the black web-like material that Osborn had used to create his own Spider-Man suit from. He defeats the cat hench-spider using the black web-like substance and they both fall down a well, as Spider-Man escapes. The men from the farm arrive to find the cats gone, and they discover Bluma's corpse. When one of the men spots a spider in the barn, he screams in horror, hitting Harry. The black web-like substance appears to have been infected by a virus, which turns the man's brain into that of a dog. The wolf-like men begin to attack the townspeople and their pets, until the townspeople, armed with guns, destroy them.
Harry is revived and freed from the virus and begins to warn people of the spider-like virus. Peter, who is still in possession of the black web-like substance, offers to help, though he doesn't seem to know what to do with it. His concerns are assuaged when he discovers the web-like substance is the same as what created his Spider-Man suit. He is unaware that it is an alien virus that can turn people into monsters. The farmer's daughter, Joanna, falls in love with Peter, but he is unaware of her feelings.
Back at the farm, the mice are captured and put in cages. Bluma and Fievel try to convince the cats they will be killed and eaten, but Cat R. Waul insists they will be processed as mouse burgers, as the cats need the mice's meat to survive. With no hope, Fievel cries out to his friends, which blazes his way to freedom. The cats' hench-spiders begin to move, as if their strings are being pulled by a puppeteer. They attack, and the cats flee for their lives.
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