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At the end of the previous issue, Professor Spencer Smythe used a video scanner to see what Spider-Man looks like without his mask. Spider-Man's spider sense suddenly starts tingling, and he realizes he's being spied on. He quickly puts his mask back on, hoping that no one was watching in the brief second that his mask was off, and covers the scanner with webbing. Spider-Man is about to smash it, when he sees that it has "Property of the New York Police Department" on its base. He then swings off, but notices more and more scanners on most rooftops. Spider-Man then thinks of a solution for what he can do in the case that his face was seen. Spider-Man then goes to Doctor Curt Connors, and makes a face mask using Connors' equipment.

Meanwhile, in J. Jonah Jameson's office, he keeps futilely trying to control the Spider Slayer he bought from Smythe. Unfortunately for Jonah, the controller blows up, and Robbie Robertson comes in a minute later. Although Robbie is suspicious of the explosion and smoke, he tells Jonah about how the police placed video scanners around New York to stop crime, but the master control unit was stolen.

Meanwhile, at Smythe's hideout, he has invited four gang leaders over, to show them how he can use the scanners to his advantage. He demonstrates that using the scanners, he can see where police are on patrol, and where to go to avoid them. Smythe proposes that they rob a bank, with him telling the gang leaders where to go to avoid the police via radio. Smythe then locates Spider-Man using the scanners, to find him seemingly unmasked. However, Spider-Man removes his "face" to reveal the face mask he made earlier, throwing suspicion off it being what he really looks like. The gang leaders are worried about Spider-Man knowing about the scanners, but Smythe shows them an even bigger version of the Spider Slayer he beat Spider-Man with before.

After tricking Smythe and the gang leaders, Spider-Man goes to the Daily Bugle, where he finds a large rally. At first he thinks it's another rally against the Bugle like in the last issue, before noticing that J. Jonah Jameson is the leader of the rally. It turns out that the rally is against the video scanners being put on the roofs, as the rally believes in privacy. Spider-Man swings down to offer them his moral support, but Jameson immediately starts threatening him.

Spider-Man then returns home, as he has a date with Gwen Stacy. Upon getting inside, he finds Harry Osborn, who is miserable since Mary Jane doesn't take him seriously. At that point Mary Jane comes inside, and starts flirting with Peter, who quickly leaves for his date with Gwen. When Peter meets up with her, Gwen suggests they visit Flash Thompson. Upon meeting up with him though, Flash acts distant, and moody, so they leave.

After the date, Peter changes to Spider-Man, and is about to go back to Flash, and question him. However, as he swings around a corner, he finds himself caught in a gigantic web, and is soon being coated in ethyl chloride (a gas which can weaken spiders). The Spider Slayer then comes down from further up the web, and Spencer Smythe comes out of it, telling Spider-Man that he hasn't got a chance of defeating him.

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