At the end of the previous issue, Spider-Man was knocked unconscious by the Kingpin, and woke up strapped to a table, being told by the Kingpin that his life force is going to be taken to revive a mysterious figure. This issue reveals that it's the Kingpin's son, Richard, who the Kinpin is trying to revive. Spider-Man asks the Kingpin how Richard ended up like he is, and the Kingpin explains that Richard had reorganised HYDRA to try and make the Kingpin proud of him. However, Richard was just a tool of the Red Skull, whom he used to reawaken one of his Sleepers. Whilst the Kingpin tried to stop the Sleeper, Captain America and the Falcon stopped the Red Skull, but in the end, Richard ended up badly wounded, dying in the Kingpin's arms. (This all happened in Captain America #148). The Kingpin then reveals that with his vast wealth, he managed to have Richard placed in cryogenic animation, until he could be revived.
The Kingpin's wife, Vanessa, then comes into the room, and asks Kingpin if Richard would really want to be revived at the cost of someone else's life. The Kingpin is so eager for his son back that he automatically assumes that Richard would want his life back at any cost, and has the machine which Spider-Man and Richard are attached to activated. Richard then wakes up, whilst Spider-Man faints, then leaves with his mother, ignoring the Kingpin completely. The Kingpin then releases Spider-Man, telling him that whilst he was a nuisance recently (in Amazing Spider-Man #153-154), he's letting him go, as Spider-Man has served his purpose, and is dying. He tells Spider-Man that before he was placed in cryogenic animation, Richard had about six hours of life left in him, and now that's how much Spider-Man has. He then has his men take the weak Spider-Man out of the room, saying he has more important things to tend to.
After a brief visit to his apartment, where Spider-Man realises how close he is to death, he heads to Curt Connors, and tells him what happened. Curt then tries putting Spider-Man in a device called an enervator, which is designed for cell-regeneration, which seems to help Spider-Man recover a bit. After trying to increase it's power, the device explodes, harming Curt slightly. Curt then modifies a special taser, so that when Spider-Man fires it at Richard, he'll get his life force back. Spider-Man then leaves, and manages to find the Kingpin and his son at Brooklyn Navy Yard. Spider-Man sneaks up on Richard, then fires the taser, but is noticed by the Kingpin in the process. The Kingpin then decides to kill Spider-Man personally, and chases him up onto an unbuilt rail track. However, as their fight continues, Spider-Man notices a crane hook about to hit the Kingpin, and tells him to look behind him. The Kingpin notices the hook too, but due to Spider-Man webbing his foot to the platform, can't get out of the way in time. The Kingpin is then knocked off the track, and his bulk smashes through the supports as he falls into the water. Spider-Man tries to find the Kingpin in the water, but is unable to due to all the debris.
As he comes out of the water, the Kingpin's wife tells Spider-Man that she's not going to have him killed, as his life force was enough to restore Richard to full health, even after Spider-Man took it back. She then leaves Spider-Man, telling him not to cross her path again.
- Features the Hostess Fruit Pies ad, The Incredible Hulk And The Green Thumb