Stumbling through the seedy world of Downtown, Spidey is rescued from the Public Eye by the deadly Vulture of 2099
Casey catches up to the Vulture, telling him to release Spider-Man to her. Vulture slashes a stabilizer on Kasey's flying craft, causing her to crash. Spidey attempts to defend her, but the Vulture aggressively asserts himself over the battered hero.
Dana, meanwhile, grows tired of not knowing what is going on with Miguel. She goes to his apartment and is informed by Lyla that Miguel is at Alchemax.
Gabriel drives through Downtown looking for Spider-Man, and is carjacked by a gang calling themselves Fenris. Gabe accelerates the car, knocking one of the Fenris onto and off the hood. Esacping intact, he also managed to aquire the thug's gun.
Spidey wakes up captive in a dark room (discovering he can see perfectly in the dark). As a four-armed guard goes to slide food through a slot at the bottom of the door, Spidey slams the door off it's hinge and onto the guard. Escaping, Spidey encounters the Vulture in the ruins of Grand Central Station. Spider-Man is introduced to Vulture's gang, the Freakers. Vulture explains the history of Downtown, and how the dregs of society pop ulated the "underbelly" of the city forming a number of cliques with common viewpoints and territories. The Freakers, he claims, is the largest clique. Vulture believes he and Spider-Man are cast from the same mold, and wants Spidey to join the Freakers by his side.
Sergant Estevez returns home, determined to find a way to get his job back. Upon entering, he discovers everything has been repossessed by Alchemax as part of his "severance pay". Estevez is not happy, and would seek re venge on Spider-Man if he didn't think him dead.
Vulture explains his goals to Spider-Man. He wants the sky; he wants Alchemax destroyed so that he can fly up above freely. Looking around, Spidey realizes what the Vulture had been eating: people! Revolted, Spider-Man pounds Vulture. When Vulture's four-armed sergeant begins firing on Spider-Man, Spidey makes a stategic exit through a window.
Tyler Stone, out boating, defends his actions regarding the Specialist to Hikaru of Stark-Fujikawa on a holographic conference. Hikaru questions Stone's motives, seeing it as a series of maneuvers in which Stark-Fujukawa is forced to help Alchemax. After the call, Dana comes to visit Stone. Stone pretends that everything between himself and Miguel has been smoothed over, and Miguel is probably off somewhere working on his projects.
Downtown, Spidey runs straight into Vulture's unrefrigerated meat locker. Vutlure chases Spidey out and up an elevator shaft, trying to pursuade Spider-Man to join him. The fight heads to the skies above the elevator. Vulture resolves to an "if he won't join me, eat him" mentality. Meanwhile, Gabe nervously waits for Kasey at her home in Downtown. Surprising him, Kasey is accidentally shot by Gabe.