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A meteor falls and releases a strange being that begins using bees to form his physical appearance. This creature, relentlessly calling himself "Swarm," creates a giant beehive to house the meteor which radiates his power. Swarm begins zapping people with his eyes, turning them into Bee-people and making them his personal drones. The Spider-Friends show up to stop him, but Swarm uses his blue peepers to zap the gang also. Due to the radiation in his blood stream, the zap has no effect on Spidey, but Iceman and Firestar don't fare so well. Spidey leads the two, now Bee-people, into a lead lined room to break the radiation effect and transform them back to normal. The team then heads back to the hive disguised as Bee-people. They grab the meteor, run with it to the ESU science lab, and use a rocket to send it into space. Without the source of his power, Swarm disappears and everyone returns to normal.