In the Canyonlands of Southern Utah, Akasha Martinez is out biking with her friends. Getting a huge lead ahead of the others, she stops to drink some water when she spots an object fall from the sky and crash nearby. With the object giving of an eerie blue glow, Akasha decides to check it out and ends up wiping out on her bike, sending her falling into the crater where the object now rests. Recovering from the fall, Martinez gets a closer look at the glowing object and sees something inside, something that scares her. Pleading for the entity to keep away everything disappears in a flash of life, leaving the young woman unconscious on the ground to be found by her friends. While in New York, Spider-Man is swinging back to Queens after a grocery run for his wife, Mary Jane. On the way, he happens upon a mugging in progress. Although the woman who is about to be mugged is able to defend her with pepper spray, she is grateful for Spider-Man's assistance, as she didn't know what she would have done if he hadn't arrived. At that same moment, Akasha Martinez wakes up in the hospital after a strange dream. In it, she was an ancient Egyptian Pharaoh who managed to survive the ages until recently he gained great power and size only to be thrown into space by those who would oppose him. When she awakens, she overhears her mother talking to doctors about her current state. Although Akasha is perfectly healthy, they are concerned about some strange brain anomalies. However, Mrs. Martinez is certain her daughter will be fine because she is a fighter.

Later, at the Metropolitan Museum of Art in New York, Peter Paker complains to his wife Mary Jane about being assigned to photograph the Horus exhibit because it is not one of his usual assignments. Mary Jane doesn't understand why Peter is so upset since he gets to spend time with his wife and get some culture. Also present is Akasha Martinez who has come to New York to spend time with her father, who is in charge of the exhibit, in order to get some time away from her mother who has been smothering her since her accident. While walking through the Horus exhibit, Akasha discovers that the ancient Egyptian art really speaks to her. Suddenly presence calls her to a display where the Staff of Horus is being kept on display. As she approaches the object, an alien presence in her mind moves forward and takes control of her body. Not far away, Peter Parker and Mary Jane are examining some stone carvings when suddenly, the eyes of a bird statue being to glow. Suddenly, Peter's spider-sense begins going off followed by a sudden earthquake. With the mock temple around them begins to come crashing down, Peter pulls Mary Jane to safety. With people starting to panic, the couple knows what Peter needs to do.

Quickly changing into Spider-Man, the wall-crawler arrives outside the mock temple where the Staff is being held where light is pouring out from within. There he runs into Mr. Martinez who tells the hero that his daughter was inside the temple. Spider-Man swings in and finds Akasha holding the Staff of Horus. Both Spider-Man and Mr. Martinez watch as Akasha's clothing is transformed into ancient Egyptian attire as the presence inside her takes full control of her and the power of the staff. Once this transformation is complete, the presence announces that the Living Pharaoh is reborn. When the Pharaoh attacks both Spider-Man and Akasha's father, the wall-crawler attempts to pull the staff from her hands. Unfortunately, the Living Pharaoh commands too much power for the weapon to be simply pulled from her grasp.

Realizing that the Living Pharaoh is channeling cosmic power, Spider-Man lures her into the basement of the museum where there is a massive vault. Trapping her inside, Spider-Man hopes the shielding from the vault will cut her off from the source of her powers. Unfortunately, the Living Pharaoh blasts free, stunning Spider-Man and leaving her at her mercy.

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