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Returning to the Noir reality, Spider-Man and Kid Arachnid tangle with Mr. Fixit (a Noir version of the Hulk) and his minions Thunderbolt and A-Bombardier, who are in a gang war with the Noir version of Hammerhead. When Spider-Man Noir shows up, he doesn’t want Spider-Man and Kid Arachnid to break up the gang war because since they last saw him, he lost his Mary Jane in an accident caused by Hammerhead’s gang, for which he blames Mr. Fixit. Spider-Man finds the Siege Perilous fragment in the new machine gun that was provided by Hammerhead’s minion Martin Li. Upon touching the Siege Perilous, Martin Li becomes the Noir version of Mister Negative in order to become the new crime lord; he can transmutate anything to stone, and overthrows Noir Hammerhead. After Noir Mister Negative fends off Wolf Spider, Spider-Man and Kid Arachnid must persuade Spider-Man Noir and Noir Mr. Fixit to work together to help defeat Mister Negative.