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At the end of the previous issue, Spider-Man was defeated by Professor Spencer Smythe's latest Spider Slayer, using an ethyl chloride spray, which weakens and kills spiders. Spider-Man decides that if he can distract Smythe and keep him talking, the spray should wear off. Spider-Man asks Smythe how he defeated him so easily, and Smythe boasts of how brilliant his latest Spider Slayer is. He then goes on about how Spider-Man defeated his first Slayer by tricking Smythe and J. Jonah Jameson with a fake Spider-Man costume. He also goes on about how Spider-Man was again too smart for Smythe's next Slayer, which he had defeated by overloading its spider-sensing circuits by leading it where there would be hundreds of spiders.

By this time, the ethyl chloride has started to wear off, and Spider-Man is struggling against the webbing he's tied in. Unfortunately, Smythe notices this, and sprays Spider-Man with more of the fumes, before bringing Spider-Man to his hideout, where four gang leaders are waiting. Smythe tells them that since Spider-Man is captured, they can continue with their plan to rob a bank.

Meanwhile, Gwen is talking to Randy Robertson, who is showing her a picture of Jonah in his newspaper, and joking about how bad he looks. Afterward, Gwen walks off, and is approached by Flash Thompson, who apologises for the way he acted last issue. Gwen then tells Flash that there's something he's not telling them, but Flash tells them he can't explain.

Meanwhile, at Smythe's hideout, Spider-Man has been tied up and is dangling in front of the Spider Slayer, which will attack him if he tries to escape. Behind a glass screen, Smythe is using the video scanners that have been placed around the city to tell the gang leaders what to do. Spider-Man manages to snap the rope, and is free before the robot can sense that he's escaped. He then manages to get inside the Spider Slayer, which is much more easily fought without Smythe controlling it. Spider-Man then uses a phone within the Slayer to call the police, and convinces them to disable the video scanners. He then climbs out of the Slayer and is about to attack Smythe, but Smythe closes some steel shutters over the area he's in, preventing Spider-Man from attacking him. Spider-Man then swings off to go stop the bank robbery.

Fortunately, with the scanners being disabled, the gang leaders decide not to rob the bank, since their whole plan depended on it. Spider-Man defeats all four leaders, then returns to Smythe's hideout, where he finds Smythe inside the Spider Slayer. Although it seems like Smythe will defeat him again, the Slayer stops obeying his controls, and Spider-Man reveals that he swapped some controls around when he when inside it before. Spider-Man ties up Smythe in webbing and leaves him hanging outside his hideout.

Meanwhile, Spider-Man keeps swinging around, when he notices Gwen and Flash together. As he continues to watch, a car pulls up beside them, and a man in uniform asks Flash to come with them. Flash then gets in the car and it drives off.

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