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At the start of this issue, Spider-Man is looking underwater for the Spider-Mobile, which he accidentally drove off a pier a few months ago. Despite his search, all he finds is a side mirror, which is weird, since the Spider-Mobile was too heavy for the current to carry away. After surfacing, Spider-Man is confronted by two cops, but pulls them into the water and escapes. While this is happening, Harry Osborn catches up with Flash Thompson, but ends up going off with Liz Allen when she arrives.
At the conclusion to the previous issue, Doctor Octopus went to Aunt May for help, having become a homeless alcoholic since his apparent demise after his and Aunt May's wedding. Doc Ock cleans himself up, then dresses in his costume again, before Peter Parker comes in to visit Aunt May. Peter is suspicious of what Doc Ock is doing there, but at the same time curious, so questions Octopus after Aunt May leaves the room. Doc Ock explains that after the cancelled wedding of his and Aunt May's, he and Hammerhead ended up on an island Aunt May had inherited, which had a nuclear reactor. Hammerhead accidentally headbutted it when trying to attack Octopus, which started off a chain reaction. Before it reached critical mass, Octopus ran off, and managed to find an escape shaft. After that, he managed to get back to New York, but something came up which interrupted his plans, and led to him being a homeless man, but Octopus won't tell Peter what it is.
Aunt May enters the room at that point, and a moment after she arrives, a transparent form of Hammerhead appears, saying he's going to get revenge on Doctor Octopus. Apparently this is what's been interfering with Octopus in the previous issues. Aunt May collapses in fear, and Octopus grabs her then runs off, determined for Hammerhead not to hurt her. Peter then changes to Spider-Man as Hammerhead's ghost disappears, and follows Octopus. After a frantic chase, Octopus makes it to the top of a building where a helicopter has just arrived. He hijacks it and forces the pilot to fly them away, but before they gain too much altitude, Spider-Man shoots some webbing at the base of it. As they ascend, Octopus notices the unusual weight, and cuts Spider-Man's webbing hundreds of feet above the ground.