At the end of the previous issue, Doctor Octopus accidentally brought Hammerhead's ghost back to life when he was trying to destroy him. Hammerhead, Octopus, and Spider-Man all then engage in a fight, but in the ensuring struggle all are knocked out. Whilst they lay unconscious, some men with high tech equipment break into the laboratory they're in, and arrive in the area with Octopus, Hammerhead, and Spider-Man just as Spider-Man starts to wake up. Spider-Man helps the cops take out some of the men as Octopus and Hammerhead wake up, but before anyone realizes it, Hammerhead manages to take Aunt May hostage, since she's still wandering around the lab. He then escapes with the men (who are apparently his thugs), threatening to kill Aunt May if anyone follows him. Doctor Octopus then offers to help Spider-Man free Aunt May, as he does actually care for her a bit, and Spider-Man accepts.
At the same time, someone who's face isn't shown working on a machine to stop Spider-Man, and is apparently working for someone else. When he's finished, the man has rebuilt the Spider-Mobile, and says that when it's job is done, Spider-Man will never bother anyone again.
Meanwhile, Spider-Man and Doctor Octopus have followed Hammerhead to his old headquarters, an abandoned night club. The two sneak in through the kitchen to Hammerhead's main headquarters, but Hammerhead manages to trap them in a crossfire. Hammerhead then plans to escape as he realizes he's going to get caught, but switching the controls of the office (which is a revolving turn-table) as fast as possible and leaping out a window. Octopus also escapes, to go after Hammerhead, but it's all that Spider-Man can do to simply battle the centrifugal force. Eventually he manages to throw enough things into the gears of the turn-table that it stops, but with the only window facing a wall.
Doctor Octopus's chase of Hammerhead has led to him on top of a roof, which splits in two as a helicopter with Hammerhead in it comes out. Octopus yells at Hammerhead, whilst thinking that he won't be able to stop him, until he notices some nearby rubbish bins. He grabs them with his tentacles and throws them at Hammerhead's helicopter, which jam up the propellers and cause the helicopter to explode. Spider-Man then manages to smash his way out through the roof, and Octopus is about to fight him, when he hears sirens and escapes, since he doesn't want to fight both Spider-Man and the police. However, when the sirens arrive it turns out to only be the fire department, responding to the smoke cause by Spider-Man stopping the turn-table.
Note: Features the Hostess Twinkies ad, "Captain America And The Red Skull".