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 At the end of the previous issue, Spider-Man was dropped from a helicopter hundreds of feet in the air by Doctor Octopus, with nothing to grab with his webbing. Since a parachute won't get him back to the city fast enough, Spider-Man uses his webbing to create a hang-glider, and glides to the city. He then makes his way back to his apartment, listening to police reports in case he hears one about Aunt May. Whilst at his apartment, Peter is visited by Mary Jane and Glory Grant, but gets a call from Robbie Robertson telling him to come to the Daily Bugle.

When Peter gets to the Bugle, he is told by Robbie that the Daily Globe, the Bugle's main competitor, have a new publisher called K. J. Clayton, and he's hiring most of the Bugle's top reporters and photographers. Peter tells him he hasn't received any calls from Clayton yet, when a reporter comes in, and tells J. Jonah Jameson that Doctor Octopus is holding a hostage at a laboratory. Peter overhears this and changes to Spider-Man.

In the lab, it's shown that Aunt May isn't being harmed, as Doctor Octopus is making a device to help him get rid of Hammerhead's ghost once and for all. As Octopus finishes making the device, Hammerhead appears threatening Octopus once more. Octopus dismisses Hammerhead's threat, saying that he'll scatter Hammerhead's ectoplasm to random atoms. Spider-Man then bursts in, and smashes apart Octopus's device, believing it to be dangerous. Octopus won't let this happen, and starts to fight Spider-Man, before both of them realize that Aunt May is being terrorized by Hammerhead. They then quickly fix it and prepare to use it on Hammerhead, but just before they do, Spider-Man realizes something is wrong. He tries to warn Octopus, but Octopus ignores him and hits the switch anyway. Hammerhead then turns solid, and announces that he is back in the world of the living.

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