At the start of this issue, Spider-Man is swinging around, when he notices two cops being kicked out of their paddy wagon. He manages to stop the thugs who kicked them out, then escapes before the cops can attack him.
Meanwhile, J. Jonah Jameson and Marla Madison are both looking over the damaged Spider-Slayer, which Spider-Man trapped below a statue in the previous issue. Jonah is annoyed, since that incident cost him a lot of money, and made him look like an idiot. Whilst Marla tries to convince Jonah that they can repair the Slayer, Jonah tells her that he has an ace-in-the-hole, and is going to go use it.
Peter Parker is at his apartment, when J. Jonah Jameson comes around, to use his ace-in-the-hole. Jonah tries pulling off Peter's face, thinking it's a face mask, but is unsuccessful. He then gets the photos out which were sent to him a while ago, and shows them to Peter. Having already seen them and planned for this, Peter gets some other shots of his out, and tells Jonah that the ones he has must be double exposures. Jonah is sceptical, and asks Peter who could have gotten hold of his photos and thus made the exposures, and off the top of his head, Peter suggests that Harry Osborn could have when he was the Green Goblin. Jonah is convinced, and leaves Peter's apartment.
Spider-Man is later swinging around, when he sees some mysterious men all enter a building. As the last one heads there, Spider-Man grabs him, and asks him what's going on. The man tells Spider-Man what's happening, and Spider-Man then goes to the building which the other men were entering, where there are some more thugs with high-tech equipment. Spider-Man manages to defeat them all, but is then confronted by their boss. Seeing the silhouette of a large man with a cigarette, he assumes it's the Kingpin, but the man steps out of the shadows to reveal himself as Doctor Faustus!
- Features the Hostess Cup Cakes ad, Captain America And The Sore Sir 's Apprentices