At the end of the previous issue, Spider-Man was attacked by Stegron, and left for dead, so he heads to Curt Connors' apartment for help (since Stegron used to be Curt's assistant), not knowing that Curt has transformed into the Lizard. The Lizard leaps out of Connors' apartment at Spider-Man, and in the ensuring struggle, the Lizard manages to escape down a manhole cover, since he plans to defeat Stegron, and Spider-Man will just get in his way. Spider-Man tries going after him, but the heavy traffic slows him down, and he's unable to follow. Spider-Man then heads up to Connors' apartment again, and asks Martha Connors what's happened. Martha's explanations then basically recap the previous issue. Spider-Man then swears to Martha that he'll get her husband and son back.
At Empire State University, J. Jonah Jameson goes to meet Marla Madison, who shows him the result of their experiments and testings (which they've been doing over the past few issues): the new and improved Spider-Slayer! Whilst this is going on, Peter calls up Mary Jane (who's at a Christmas party being held by Flash Thompson and Harry Osborn), to tell her that he can't make it. Mary Jane tells everyone that, and Harry then makes an announcement of his own: he's asked Liz Allen to marry him, and she's accepted.
At Stegron's hideout, he reveals to Billy Connors that he's created a special ray to recreate dinosaurs from their skeletons. Although it's only temporary, the work he's having Curt Connors do will make the dinosaurs last indefinetly, and he can then take over the world with them. The Lizard then appears, and fights Stegron. During the brawl, the dinosaurs which Stegron has reanimated mindlessly walk off, and almost squash Billy Connors. However, some part of Curt Connors is still in the Lizard's brain, and he manages to save Billy. The dinosaurs then head outside, where Spider-Man notices them. He shoots webbing into their eyes to blind them and make them harmless, and realises that Stegron's hideout must be nearby, so looks to find it.
Spider-Man follows the dinosaurs' footprints in the snow to Stegron's hideout, where he finds Stegron and the Lizard still locked in battle. He quickly takes out the Lizard by shooting the formula to transform him to Curt Connors in his mouth, but Stegron escapes with Billy Connors as a hostage. By now the Lizard has turned back to Curt Connors, and Spider-Man tells him to wait there whilst he goes after Stegron and Billy. As Spider-Man runs off,
Curt thinks ominously that he'll stay there, but won't sit around twiddling his thumbs. Spider-Man then finds Stegron with the reanimated dinosaurs, which are being attacked by two cops. Spider-Man manages to rescue Billy, but in the process the two cops are injured, and Spider-Man thinks that he can't protect both of them and Billy. Fortunately, as the dinosaurs approach, they collapse into bone, and Curt Connors appears and explains that he managed to reverse the transformation.
Over by the river, Stegron is hiding from Spider-Man, as the cold weather is sapping his strength. He hears Spider-Man approaching, and throws a rock as Spider-Man passes to distract him, and attack him from behind. However, that small action alone drains him of his remaining energy, and he falls into the freezing river nearby. Spider-Man is unaware of this, and heads off, thinking that Stegron has escaped. He then goes and gives the Connors family a Christmas present, before heading off.