The vicious and carnivorous Vulture of 2099 battles Spider-Man in the Downtown, while Mig's brother Gabe searches for Spidey and his girlfriend, Kasey.
Spider-Man and Vulture battle takes them crashing into the stained glass windo w of St. Patrick's Cathedral to greet Father Jennifer.
Meanwhile, Gabe wraps a bandage around Kasey - fortunately, he was a bad shot, and only gave her a flesh wound on her head. Before Kasey can finish her story about what happened to her at Alchemax, a quartet of her scruffy friends knock on the door.
Back at the cathedral, Miguel feels badly for desecrating a church. But outside is Vulture's gang, the Freakers. Vulture pushes Spidey out of the church and into the crowd outside.
At Alchemax, Tyler Stone brags to Dana about all the wonderful work the corporation does - designing a Mars colony, building a tourist attraction in Atlantis - and impresses upon her how important Miguel's work is for bioengineering. He shows Dana an altered human who's part fish working on the Atlantis project. Tyler temps Dana with opportunities for herself since there will be needs for people like her who work at developing resources to grow food in hostile environments.
Spider-Man fights his way through the crowd, getting more and more savage as he tries to save himself. Vulture's sergeant grabs Spidey, holding him steady for the Vulture to attack from the sky. Spider-Man ducks and the sergeant is accidentally slashed instead. Kasey and her friends, the Throwbacks, arrive like the cavalry. They attack the Freakers, allowing Spidey to escape. But Spidey notices Gabe in with the Throwbacks. To protect his brother, Spidey lures Vulture away from the melee. While Vulture talks and talks like a wrestler with a microphone, Spidey takes the upper hand in the fight - first, webbing his wings, leading him into tight quarters, slashing his face, getting Vulture's claws stuck in the wall, and finally kicking him to the street below, unconscious and wings clogged with webs. Spidey thinks to catch him with a web before he hits the pavement, but then hesitates..and Vulture's fate is left for another comic!
Uptown, Ex-Sergeant Estevez is greeted by Angela Daskalakis, an elegant and mysterious looking woman. Angela offers Estevez a chance to get back at Tyler Stone, and the very-much alive Spider-Man. Estevez takes her up on her offer.