At the end of the previous issue, Spider-Man was attacked by his old enemy Doctor Octopus. Spider-Man runs away, and drops the power-enhancing harness which he grabbed off of one of Doctor Octopus's goons. Doctor Octopus then fights Spider-Man, managing to take his mask off in the process, but before he can get a look at who Spider-Man is, Spider-Man shoots webbing at his eyes, and gets away whilst Doctor Octopus gets it off. As Spider-Man watches Doctor Octopus from afar, he realizes how terrible he's feeling. Doctor Octopus then throws Spider-Man's mask away, where it's coincidentally found by Randy Robertson, who takes it to his father.
A bit later, Doctor Octopus is communicating with one of his gang members via a video, who tells Octopus that his rival gang leader (who is unknown at this time) has a base at a nightclub, and gives the location. Unknown to Octopus, the gang member had been forced to tell Doc Ock about this by a rival gang member, who then shoots Doc Ock's henchman. Despite this set up, Doctor Octopus still manages to break into the nightclub shortly afterwards, and take out the thugs inside.
Back at his apartment, Peter collapses onto his bed, and after having a nightmare about Aunt May, his friends call a doctor in to look at him. After examining Peter, he is told that he has a stomach ulcer from all the recent stress in his life. The next day, Peter goes to take some photos to the Daily Bugle, where he finds his mask, pinned to J. Jonah Jameson's wall. He is also told by Ned Leeds about a lead he picked up on where Aunt May might be, and changes to Spider-Man to follow it. After stealing a new Spider-Man mask from a costume shop, Spider-Man keeps going to where Ned's lead was. As he goes there, Spider-Man notices that it's near where his fight with Doctor Octopus was, and wonders if there's a connection with Aunt May and Doctor Octopus.
Upon reaching the location of Ned's lead, Spider-Man is attacked by Doctor Octopus once more. However, after taking a few hits from Doctor Octopus, Spider-Man heads to where the power harness is, since they're fighting near where he dropped it. After defeating Doctor Octopus, Spider-Man is confronted by Ock's gang leader enemy, who introduces himself as Hammerhead.