At the start of this issue, Spider-Man is feeling frustrated, since he saved Flash Thompson's life in the previous issue, only to find out that Flash Thompson also likes Gwen Stacy. He calms down for a minute when he remembers that in the process of saving Flash he took some photos which he can sell, when he realizes that he forgot to set up his camera. Spider-Man is so frustrated that he throws his camera away, before realizing how expensive it is. Fortunately, a man called Martin Blank catches the camera, and then makes his way up to the rooftop Spider-Man's on, being just as agile as him. However, upon Spider-Man thanking Martin and talking to him, Martin gets depressed at how he's a nobody compared to Spider-Man, and how he looks like a monkey.
After Spider-Man leaves, Martin thinks back to how he used he's been agile all his life, but was teased constantly at the orphanage where he lived for his appearance. After he left the orphanage, Martin managed to get a job with a circus, but despite his superior agility, didn't get a job which made use of his skills. After getting his first and only pay cheque, Martin then left the circus, taking along the monkey suit that was part of his act on a whim. In the present, Martin thinks about how meeting Spider-Man has given him an idea.
Meanwhile, Spider-Man changes to Peter Parker, and then heads home. Upon seeing how bruised he is, Aunt May (who is visiting) starts to worry about Peter, before Gwen reminds her that she had promised to stop being so maternal (in the previous issue). Aunt May then leaves, and Peter collapses from exhaustion, since he hasn't slept for days. At that point Harry Osborn and Flash Thompson come in, but upon seeing Peter unconscious they agree that Flash should take Gwen home, since all Peter needs is rest. Peter briefly wakes up and sees Gwen and Flash leaving, before falling back asleep and having a nightmare.
When Peter wakes up, he realises that Gwen telling Aunt May not to be so maternal with Peter might not have been the smartest move. He then calls up Aunt May, but Aunt May doesn't reply. Peter then changes to Spider-Man and goes to check up on Aunt May and make sure she's alright, but encounters Martin Blank along the way, who is wearing his monkey suit and calling himself the Gibbon. Martin then offers to be Spider-Man's partner, which Spider-Man laughs his head off at. Martin gets sick of always being laughed at, and attacks Spider-Man. Spider-Man easily evades Martin's attacks before leaving, which sets Martin bursting into tears, thinking he's no good for anything. As Martin keeps sobbing, a mysterious shadow nearby thinks how he will use the Gibbon to cause the death of Spider-Man.