At the end of the previous issue, J. Jonah Jameson was kidnapped by the Man-Wolf, who's been brainwashed by an unknown man. As Spider-Man follows the Man-Wolf, the mysterious man is revealed to be Spencer Smythe, creator of the Spider-Slayers which have been used against Spider-Man in the past. He mumbles to himself that he must have revenge on J. Jonah Jameson and Spider-Man, as he's dying due to them. Over the years, as Jonah kept asking Smythe to build more and more Spider-Slayers, he had to use radioactive materials to build them, which started to poison him over time. Smythe says that the Man-Wolf is his last hope of defeating both Spider-Man and J. Jonah Jameson.
Meanwhile, Spider-Man has managed to catch up to the Man-Wolf, with their fight leading to the New York car show. Just as in last issue, no matter what Spider-Man does to the Man-Wolf, it doesn't affect him, whilst the Man-Wolf is as strong as ever. After some fighting, Spencer Smythe orders the Man-Wolf to leave the car show and keep going, as the confined space is advantageous to Spider-Man. The Man-Wolf then grabs J. Jonah Jameson and escapes, only for Spider-Man to get rid of Jonah from the Man-Wolf's clutches.
Whilst the Man-Wolf and Spider-Man fight, Jonah watches them, wondering how this could happen to his son. He remembers how John had told him that the moonstone which turns him into the Man-Wolf had started poisoning him, and the only way that John could be saved was for him to be cryogenically frozen, until a cure for the sickness could be discovered. As Jonah watches the Man-Wolf and Spider-Man fight, he wonders which one he wants to win.
Over at the Daily Globe, Barney Bushkin is told by the owner of the Globe, K.J. Clayton, that he should be hiring more of the Daily Bugle's people. Barney explains that although he's been trying to hire Robbie Robertson, he won't come over no matter what they offer him. K.J. then tells Barney that he should start hiring the lower-class Bugle employees, and shows him a paper telling of Spider-Man's recent defeat of Jigsaw. K.J. orders Barney to hire Peter Parker.
Spider-Man is knocked out by the Man-Wolf, and the Man-Wolf succeeds in grabbing Jonah once more. The Man-Wolf starts heading for the Brooklyn Bridge, whilst Jonah tries to convince him what a good father he's been, and how much he loves his son. The Man-Wolf starts to hesitate, when Smythe orders him to head to the top of the bridge. Spider-Man manages to regain consciousness and follow them, but before he can attack the Man-Wolf, the Man-Wolf unexpectedly changes back to John Jameson.
Still watching this by camera, Smythe decides that if he can't kill J. Jonah Jameson, he'll kill his son, and activates the radioactive tracer which he placed in the Man-Wolf's arm the previous issue. The pain causes John to fall off the edge of the bridge, and Spider-Man leaps after him, managing to catch him. However, John tells Spider-Man it's no good, as he's going to die anyway, and lets go of Spider-Man's hand. As he's falling, there's a sudden flash of light, and he disappears. Spider-Man heads back up to the bridge, and accuses Spider-Man of letting John die as revenge for everything he's said against him.