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At the end of the previous issue, Spider-Man was confronted by a gang leader who calls himself Hammerhead, moments after defeating Doctor Octopus. Spider-Man manages to take out the thugs Hammerhead has with him, but upon punching Hammerhead in the skull he almost breaks his knuckles- and that's with a power enhancing harness on. Hammerhead then almost shoots Spider-Man, but Doctor Octopus has regained consciousness by this point, and attacks Hammerhead. Octopus then leaves, whilst Hammerhead says to some of his thugs that they shall use Spider-Man as an ally.
Spider-Man is then told by Hammerhead that if he doesn't agree to work with him, he'll be killed. Spider-Man is skeptical at first, but then Hammerhead shows how tough his head is. The readers are then told of Hammerhead's origin, and how he had been dying in an alley in the Bowery when he was found by a surgeon called Jonas Harrow. Harrow then reconstructed the dying man's skull with a steel alloy over the course of several days, effectively making the man's head unbreakable. When he woke up, he was no longer a dying, unknown man, but Hammerhead.
In the present, Spider-Man decides that he has to stall, but before he can pretend to agree to work with Hammerhead, Hammerhead gets a phone call, saying that Doctor Octopus's hideout will be easy to attack, since it's just him and "an old broad". Spider-Man realizes that "the broad" could be Aunt May, since she is friends with Doctor Octopus. Before Hammerhead leaves, Spider-Man pretends to agree to work with him, and manages to put a spider-tracer on him.
While this is happening, at Empire State University Gwen Stacy is approached by Professor Warren, who asks Gwen why Peter hasn't been in class for almost a week. Gwen explains that he's looking for Aunt May, who left after Gwen told her she was being too maternal with Peter. At the same time, Spider-Man manages to get rid of Hammerhead's thugs, and then follows Hammerhead using the spider-tracer. Upon reaching Doctor Octopus's house, Spider-Man sneaks inside, but is attacked and knocked out by Aunt May!