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Hammerhead and his thugs burst into Doctor Octopus's hideout, but Doctor Octopus soon locks himself in a room protected by a steel door. Doctor Octopus's men manage to take out Hammerhead's thugs using smoke bombs and gas masks, but Hammerhead himself gets away, and tries to get into the room Octopus has locked himself in.
Meanwhile, Spider-Man has been attacked and knocked out by his Aunt May, but wakes up after she leaves to call the police. Doctor Octopus notices Spider-Man on a screen, before Hammerhead manages to break into Doctor Octopus's room. However, at close range Hammerhead is no match for Octopus, and is taken out before Octopus escapes. Octopus then finds Aunt May, and convinces her that everything's alright, whilst cutting the telephone wires. Unknown to everyone inside Doctor Octopus's house, Gwen Stacy has just been to the Daily Bugle, and is heading to Ock's hideout with Robbie Robertson and Ned Leeds, after finding out that Aunt May had been there recently.
Spider-Man then manages to find Hammerhead, who claims to have stolen something important from Doctor Octopus's control room. After a brief fight with Spider-Man, Hammerhead escapes from the house, claiming that he's going all the way to the top with his information. Meanwhile, Gwen, Ned and Robbie have just arrived at Octopus's house, and upon hearing gunshots, call the police.
After Hammerhead has gone, Spider-Man runs into Doctor Octopus, and knocks him out. However, Aunt May sees this, and threatens to shoot Spider-Man with a gun. Although she does shoot, Spider-Man leaps out a window. By this point the police have arrived, and arrest Doctor Octopus. However, before he is put away, he asks Aunt May to look after his house to which she agrees.