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At the start of this issue, the Smasher bursts into Robbie Robertson's office, about to kidnap him since the Disruptor ordered him to at the end of the previous issue. Fortunately for Robbie, Spider-Man arrives at that point. Although Spider-Man's attacks are nothing to the Smasher, Spider-Man does get him to stop concentrating on Robbie, and also puts a spider-tracer on him. After escaping from the Smasher, Spider-Man changes to Peter Parker, and joins Harry Osborn, Gwen Stacy, and Mary Jane in going around in a car to try and get more people to support Richard Raleigh. Before long, however, they are attacked by the Smasher, who wants to kill Richard Raleigh. Luckily, no one is hurt, and Peter manages to get away and change to Spider-Man.
Spider-Man follows the Smasher to the Disruptor's headquarters, but the Disruptor orders the Smasher to attack Spider-Man. The Disruptor overloads the control circuits in the Smasher's skull, as the scientist who created the Smasher escapes. The Disruptor is then punched by the Smasher, and is killed immediately. The Smasher then turns his attention to Spider-Man, thinking that with him defeated, he can start a crime spree. Spider-Man works out that there must be something implanted near the Smasher's brain, which is how the Disruptor controlled him. He manages to destroy it, which effectively destroys the Smasher. Spider-Man then goes over to the Disruptor's body, and unmasks it to find out that it is Richard Raleigh.