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The story continues directly from last issue's cliffhanger. Spider-Girl is in battle with Tombstone who has been hired by Silverback to kill her.

Peter Parker and Phil Urich receive the results of the fingerprint search on the Gwen Reilly body, they are a match for Connie Fredickson, a small time grifter and member of the Order of the Goblin. Her known aliases also include Connie Osborn.

Darkdevil and Kaine conclude the same details about Gwen Reilly's true identity including that she is the daughter of Kolina Frederickson who once served as a psychiatric nurse to Norman Osborn. They've assumed Connie was given information about Ben Reilly and underwent plastic surgery as a means of getting close to the Parker family.

April Parker is walking back in the evening from the Indigo Cafe and discovers a large apartment fire with several residents trapped. April sees this as an opportunity to prove she is just as good if not better than May and uses her symbiote to disguise herself as Spider-Girl and leaps into action. April's heroic actions are caught live on the news.

Tombstone and May's fight rages on. May's web-shooters are destroyed and she is taking a severely lopsided beating from Tombstone when the news feed projects onto a large electronic billboard nearby. Confused by the footage of a second Spider-Girl, Tombstone begins to question if he is in fact fighting the real one. May is unable to withstand the beating delivered by Tombstone and collapses, defeated, her body falls limp under his barrage of devastating blows. Tombstone hands over Spider-Girl's lifeless body to one of Silverback's henchmen and lets him know he plans to kill the second Spider-Girl as well.

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