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Still recovering from his injuries in his fateful battle with Bullseye, Spider-Man is forced to rely on his friends to stem the tide of New York City's crime. But while a girl who can talk to animals might be able to stop carjackers and sure would be a horrible time for a truly deadly foe like Dr. Octopus to arrive. Like he does.

Pete is pretty beaten up and has a broken arm from his fight from Bullseye. His wounds are too visible to hide, so he has to make an excuse at school: he was trying to photograph Spidey and fell out a window.

Pete and Chat see a mugging later on. Pete wants to stop it, but he promised Chat he wouldn't take risks for a while. Chat shows him that he doesn't need to solve all the world's problems himself and stops the muggers with some animals. Meanwhile, Emma Frost sits in the Coral Moon Detention Home for Girls, thinking about her old friend Chat, who she hasn't seen for a while. Later, Peter talks to Captain Stacy, who feels much more confident about his role as Spider-Man now, although he thinks Pete should take it easy for a while. Peter, however, can't stand idly by, after experience the trauma that Flapper's death on his behalf. Stacy changes the subject to his shock over Gwen's relationship with Carter Torino. Afterwards, Pete sees another crime taking place, and once again thinks it's time for him to turn to Spider-Man...but this time Daredevil stops the carjacker. Back in their treehouse, Pete and Chat try to figure out a new costume and name for Peter to use, since Spider-Man has such a bad name in the press. They even discuss a superhero identity for Chat, but she says it's just not her.

The next day, the students go to a science museum that is exhibiting Doc Ock's original mechanical arms. The good Doctor, of course, wants them back, and attacks. After he knocks out Gwen, Chat gives Pete permission to turn to Spider-Man. Being hurt, he has a hard time fighting his nemesis, and Chat calls up Emma to help. She's glad to hear from her, and rushes over. Emma, as the Silencer, distracts Doc Ock, then Spidey knocks him out. Emma smooches Pete on the cheek and leaves--an incident that Chat is none too happy about!

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