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At the start of this issue, Spider-Man is swinging around when his spider sense points out the Rocket Racer to him, holding a suitcase. Spider-Man follows the Racer around, trying to stop him, but the Racer manages to escape through the subway rails. Although Spider-Man tries to follow, a train comes by, and he loses the Rocket Racer.

The Rocket Racer then heads to a small shack out of the city, where a man called Jackson Weele is waiting for him. The Rocket Racer gives him the suitcase which he had, which turns out to have embezzlement evidence against Weele. However, one document is missing, and the Rocket Racer tells Weele that he'll only get the document if Weele pays him ten thousand for this case, and another ten thousand for the other document. Although Weele is reluctant, the Rocket Racer reminds him that if any of the evidence is shown, he'll be in prison for years. The Rocket Racer then leaves, taunting Weele by calling him Big Wheel.

At his apartment, Peter Parker decides to visit Aunt May. As he leaves, he narrowly misses some mysterious person approaching his landlady and asking her to see Peter Parker. Peter then keeps going to visit Aunt May, and talks to her until she falls asleep. As Peter goes through the lobby, his spider sense starts tingling, and although Peter looks around for the source, he doesn't see anything suspicious.

At the docks, Jackson Weele is contemplating suicide, since he was stupid enough to create records of his embezzlement. He figures that his life is just going to get worse from here, and so prepares to step off into the water. However, the Rocket Racer unexpectedly arrives, and stops Weele before he does so. He tells him that he's not going to let Weele die, as he's basically a source of money for him now. Weele replies that the Racer can't follow him everywhere, but the Racer says that thanks to the Tinkerer adding to his skateboard, he can be anywhere. The Racer then leaves, telling Weele that he only has three hours to get his money. Weele then starts thinking about what the Rocket Racer said about the Tinkerer....

A few minutes later, the Rocket Racer is travelling on the freeway, when he's noticed by two police officers, who start following him. The Racer manages to get rid of them by tricking them into driving through a billboard, but the police car is then noticed by Spider-Man, who then notices the Rocket Racer, and starts following him. Spider-Man then starts following the Racer, with their fight leading to the top of a bridge. The Racer manages to knock Spider-Man down to the road, and due to the large number of cars there, Spider-Man is delayed enough for the Rocket Racer to hide.

Afterwards, Peter heads to Mary Jane's apartment, and gives her a ring, asking her to marry him.

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