While on Battleworld Spider-Man damaged his costume in combat and was directed to a facility where he could find a new costume. Spider-Man accidentally found the prison module the symbiote has been trapped in instead. He activated the machine which released the symbiote in the form of a black liquid. When Spider-Man touched the liquid, it covered his body and, reacting to Spider-Man's thoughts about the costume worn by the second Spider-Woman, formed a new costume. To Spider-Man's surprise, the costume could mimic street clothes and provided a seemingly inexhaustible and stronger supply of webbing.