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Whilst training in the Danger Room with the rest of the X-Men, Nightcrawler reads in the Daily Bugle about how Spider-Man is a murderer. He also reads that an old friend of his, Eric Hoffman, was killed recently.
Meanwhile, Peter Parker is over at Coney Island, and is almost shot. Shortly afterwards someone else gets shot, and Peter changes to Spider-Man so that he can find the killer. At the same time, Nightcrawler is looking for the killer, and sees the person just above him. The killer drops the gun he had used and goes into a room. At this point Spider-Man arrives, and seeing Nightcrawler holding the rifle, assumes he's the killer. Nightcrawler thinks that it is Spider-Man he saw on the roof and wants his rifle back. Due to this misunderstanding, the two fight until Nightcrawler escapes by teleporting. Nightcrawler watches as Spider-Man removes his camera from where he set it up, and wonders why Spider-Man took pictures of their battle.
Spider-Man visits Robbie Robertson to see if he knows anything about the murder. Robbie tells him that it's the fourth so far, and that it looks like the Punisher is killing the innocent. Spider-Man leaves, wondering why the Punisher would be killing innocents.
Meanwhile, the Punisher visits some criminals and threatens to kill them if they don't tell him where the next murder will be, since someone is apparently framing him.
Whilst swinging around town, Spider-Man is attacked by Nightcrawler, who wants Spider-Man's camera since he doesn't want the world to know about the X-Men yet. Their fight leads to a bridge, where they find the Punisher, who thinks that one of them is the person framing him.