Whilst Spider-Man changes to Peter Parker at his university, Jackson Weele, from the previous issue, goes to visit the Tinkerer after being told about him by the Rocket Racer. Weele talks to the Tinkerer about getting a device for revenge on the Rocket Racer, and after mentioning that the Racer taunts him by calling him Big Wheel, the Tinkerer takes note of this. Jackson Weele then leaves, whilst the Tinkerer gets ready to work.
In Aunt May's room at the hospital she's in, another woman in the room is being visited by her son, Robert, whom she warns to stop his life of crime, otherwise he'll get put in jail. Outside the room, Peter Parker is about to enter, when his spider sense starts tingling. He goes away and changes to Spider-Man before entering, but when he goes in, nothing is there... except for Robert, who wonders how Spider-Man knew he was there. Spider-Man tries to leave, as the fright is giving Aunt May a heart attack, but some hospital guards give him a bit of resistance. By now, Robert has left, and changed to reveal that he's the Rocket Racer!
The Rocket Racer and Spider-Man then manage to get outside the hospital, before anyone is hurt. As they fight, the Rocket Racer shoots some miniature missiles at Spider-Man, who quickly grabs a car, and uses it as a shield. However, the impact pushes Spider-Man against the wall, and as the Rocket Racer is about to attack him, Jackson Weele unexpectedly arrives, calling himself the Big Wheel, ready for revenge against the Rocket Racer.
Big Wheel chases the Rocket Racer away, with the Rocket Racer unable to do anything. The Rocket Racer manages to get to a rooftop, when Spider-Man quickly arrives, having recovered. He manages to stop the Rocket Racer, but then Big Wheel arrives, ready to kill them both. However, Spider-Man dodges out of the way, and the Big Wheel ends up going off the roof and into the water. Even though Spider-Man searches for him, he doesn't find him.
After checking to see Aunt May and finding out that she's moved to the critical ward, Peter Parker gets told by Mary Jane that while she does like him, she doesn't want to marry him, and gives him back the ring he gave her in the previous issue. Peter then heads back to his apartment, where a mysterious person says that they've been waiting for him.
Note: Features the Hostess Twinkies Cakes ad, Captain America And the Time Warp!