We wrap up our two-part Looking Back of Spider-Man facing Swam, which opened in Spectacular Spider-Man #36.
With bees stinging him all over, the Spectacular Spider-Man falls, smashing some of Dr. Sloan's lab equipment. He rolls on the floor, trying to crush the bees but they sting him even as they die. Spidey knows he can't take much more of this. He leaps high up the wall, near the ceiling, to get away, but Swarm won't let him escape. The bee-man tells Spidey "there is a spiderness about you which enrages us, for spiders and bees are natural deadly enemies". Then he orders his bees to attack again. They seem to shoot out from his hands in streams and circle around the wall-crawler like giant pincers. And thousands of them sting him.
In spite of the pain, Spidey knows he can't give in. If he falls before help arrives, Swarm will be free to send his bees out all over New York City. He spins a web, trying to protect himself but the bees chew right through. Swarm orders his bees to kill. Spidey is defiant to the end but can no longer stay conscious. He falls from the ceiling, landing on more of Dr. Sloan's lab equipment. But this fall is fortunate for it shatters some vials containing a liquid that saves the wall-crawler's life. The liquid is "some manner of chemical insect-repellent". Swarm cannot approach Spidey without killing himself. "But it matters not", Swarm thinks, because his opponent must certainly be dead. So, he moves on to the next stage of his plan. He needs a quiet spot for his queen bee to mutate and grow. The campus of ESU seems perfect for the task "once cleared of interfering humankind" [That sounds like a perfect description of your average College Student - Ed]. Swarm exits by the window to begin the task of "clearing".
Outside, the campus security unholster their guns and fire at Swarm. But the bullets go right through. That approach won't work. Also outside, but unnoticed in the confusion, Chip Martin trembles, trying to "absorb" all the emotions. But it is too much for him to handle.
Inside the lab, Spidey regains consciousness, sits up, and tries to get back into the action. He hears voices and leaps to the ceiling, hiding, afraid if he is found in such a weakened state he may give away his identity. Dr. Sloan, Steve Hopkins, and Phillip Chang enter the lab and are so intent on their mission that they never see Spidey at all. Sloan was unable to contact the Fantastic Four or the Avengers (sure seems like he didn't try very hard) so he has decided it is up to him and his teaching assistants to figure out a way to stop Swarm.
Spidey, meanwhile, slowly moves along the ceiling to the hallway to the Men's room where he left his clothes. Once inside the bathroom, he gives out and falls to the floor. This time, though, it is not the bee stings that trouble him. It's that same problem he had after stopping the bank robbers. His "skin's hot, mouth's gone all dry". He crawls to the stall, about to pass out. But again, he doesn't dare. He must get back into his Parker duds before someone finds him. Weak and in agony, Spidey arrives at the stall and reaches up for the door latch. But the door won't open. Spidey now remembers that he webbed the door firmly shut.
Even in this condition, Pete appreciates the irony of the situation. If he passes out now and someone unmasks him, it will be because he webbed the door shut to protect his identity. (So, why doesn't he just crawl under the stall? It looks like there's room enough.) Summoning up all his resolve, he grabs the door at the bottom and pulls! The webbing holds but the hinges give way. The door comes off.
Spidey rushes into the stall, takes off his costume, and puts on his regular clothes. His face, hands... in fact, his entire body is covered in bee stings. He stashes his mask and spider-shirt in his pants pockets and hopes his spider-pants are well-hidden beneath his slacks. He sees himself in the mirror and knows there is no disguising his ordeal with the bees. He tries to come up with a cover story but can't think clearly enough. Instead, he tumbles out of the bathroom right at the feet of Sloan, Phillip, and Steve. The men realize that Peter is badly hurt and they hurry him to the infirmary.
When Peter awakens, there are so many other bee sting victims that no one bothers to ask how he got so badly stung. (But Dr. Sloan does comment on the fact that he seems to be recovering very quickly. Those ol' spider powers in action, once again.) Peter wonders what has become of Swarm and Marcy Kane leads him to the nearest window. Outside is the biggest dang bee hive anyone has ever seen. It is surrounded by "riot-garbed police" who can only stand by helplessly. The science students wonder what they can do to defeat Swarm and Marcy recalls that she was working on a project in Sloan's Entomology class, "a new type of insect repellent". In fact, the very repellent Spidey eariler fell on that ended up saving his life.
The students rush back to the lab and work on synthesizing more of the repellent. They still have some time because Swarm's hive is not yet finished and he needs the hive "large enough... to begin mutating his queen bee to the titanic size she must assume to breed in the hundreds of millions!" (Yow!) Marcy, Phillip, Steve, and Peter all chipping in (but no Chip chipping in.... sorry.), Sloan adds the final ingredient. The repellent is ready. Steve, Phillip, and Marcy each pick up a bottle of the stuff to bring to the authorities. But Peter hangs back (only to be taunted by Marcy who... you guessed it... has the wrong idea about Pete). He knows the cops will "never live long enough to use that stuff on Swarm". Pete tells them that they must leave it for the FF or the army but the others know there is no time for that. All of them regard Pete as a coward. "Come students!", says Sloan, "There is so little time." And they all go, leaving Peter behind.
Peter is tired of always being seen as a coward but he also knows he is right. The cops will not be able to get the job done. If the FF won't show, it looks like Spidey will have to handle it himself. He douses his costume in the insect repellent, then adds the liquid to his web-fluid. ("Good thing that the two formulas are chemically compatible!", he says. Yeah, Pete! Sure is!)
Outside, Sloan and his students approach the police and tell them their plan. But Swarm is on to them. He sends a stream of bees out to sting them and, in the chaos, Phillip, Marcy, and Steve drop all the bottles of repellent. The bottles shatter and the repellent is destroyed. So, if the repellent is gone, what, then, can stop Swarm? How about your friendly neighborhood Spider-Man?
Spidey swings over to the giant hive and enters it. The bees prepare to attack but are driven off by the repellent on his costume. The hive is big enough to "fit a gothic cathedral in... without squeezing" and it has a "sickly-sweet... overpowering scent of honey". It doesn't take Spidey long to find Swarm. He is in a chamber with the queen and she is "vastly enlarged in size", ready to "rise from dormancy, to hunger, to breed".
Again the bees try to attack the web-slinger. This time, he sprays them with webbing, and the repellent that he mixed in drives the bees "so mad they tear and rend each other". Swarm, who is composed of all his bees, feels the agony of the webbed ones. Spidey follows up his advantage by punching right into Swarm's chest, shooting his webbing as he does. This causes Swarm intense pain ("The bees composing my body shriek in insect agony!"... Great line.) but it also hurts Spidey who gets stung again.
Swarm retaliates with a good old-fashioned punch and Spidey can't figure out how the bee-man is still standing. The webbing he delivered with the punch should have covered Von Meyer's skeleton, which should have repelled all the bees, discorporating Swarm once again. Now, Spidey finds himself on his keester, "caught between Swarm and the giant queen".
Swarm moves in for the kill. Spidey grabs Swarm by his white gloves. (Hey, I didn't mention the white gloves! Well, he just wouldn't be Swarm without them.) and uses a judo move that flips Swarm right into the queen. All this time, he tries to figure out why his plan hasn't worked. Is Swarm's willpower "overriding the repellent"? Or does the repellent need "just a few minutes to counteract Swarm's will"? With Swarm now down, Spidey spikes him again with a shot of repellent-webbing. He also fires a shot at the giant queen. This time the repellent seems to take effect. The bees fly away, refusing to obey Swarm's commands. In a frenzy, the bees attack each other and the queen. Swarm can do nothing about it. His skeleton is saturated with repellent.
In minutes, all the bees fly away, abandoning the hive... all except one. Inside the hive, the giant queen lies dead, on top of a skeleton garbed in a cloak. The battle is over and Swarm was defeated by the only power strong enough to stop him... his own.
Spidey encounters Swarm again in Sensational Spider-Man #9-#10 (October-November 1996) when he... oh, wait, that's Ben Reilly. One month he has to deal with all those bees stinging, then the next month he clone-melts into oblivion. Poor guy.