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 At the end of the previous issue, Spencer Smythe succeeded in tricking both Spider-Man and J. Jonah Jameson into putting a handcuff on each of their wrists, which is set to blow up in 24 hours. Smythe explains to Spider-Man and Jonah that if they try to remove the handcuffs, the bomb will explode, killing them instantly. Spider-Man then tries to force Smythe to tell them how to remove it, but Smythe refuses to, as he's dying of radiation poisoning from the Spider-Slayers which J. Jonah Jameson forced him to build to kill Spider-Man. Spider-Man realises that it's pointless to stay in Smythe's lab, and so he leaves with Jonah still attached to their handcuff.

Once they're outside of Smythe's lab, Jonah tries removing Spider-Man's mask, to see who he is, but Spider-Man manages to pull it back on before Jonah sees his face. Spider-Man then takes Jonah and himself to Curt Connors, assuming that Curt will be able to work out a way to remove their shackle. After analysing the bomb, Curt tells the duo that there's plastic explosive in the shackle, which is instantly explode if the pressure holding it down is changed, hence why they can't remove it. At that point, a group of policemen burst in, saying they saw Spider-Man drag someone into Connors' apartment. After a moment of explanation, the police study the handcuffs, whilst Jonah tries to convince them to arrest Spider-Man. The police say that they'll try to work out how to remove it, but Spider-Man doesn't want to sit around waiting, and so he leaves with Jonah.

Meanwhile, the minor villain the Fly has followed a member of the Egyptian delegate to his hotel. The Fly breaks into the hotel, and knocks out the man before taking his ticket to the King Tut exhibit (which Peter Parker is supposed to be photographing), saying that he'll make millions from it. At the same time, Betty Brant calls up Flash Thompson, and tells him to come to Peter Parker's graduation, since he's finally going to get his diploma, after missing a required gym class. She tries calling up Mary Jane to attend, but Mary Jane is supposed to be going on a date with Peter, and misses the call.

Spider-Man and J. Jonah Jameson are arguing as usual, when the Fly unexpectedly attacks them, saying he has a master plan, and doesn't want Spider-Man getting in the way. With Jonah hampering him, Spider-Man is unable to get in a good punch, and so the Fly succeeds in knocking him out. He then picks up Jonah and Spider-Man, and throws them to the street. Spider-Man reveals that he's only pretending to be knocked out, and manages to save them from death, but he hits the ground hard enough that he's knocked out for real. The Fly leaves, thinking that he's dead, and after he's gone, Jonah reaches to take off Spider-Man's mask, since there's nothing to stop him.

Whilst Spider-Man lies unconscious, his friends are waiting for him to get his diploma. Since he doesn't turn up (and couldn't even if he wanted to), they are forced to leave, disappointed that Peter didn't turn up. At the same time, Mary Jane gets sick of waiting for Peter, and so decides to give up on waiting for him, disappointed with Peter.

Spider-Man wakes up to find himself if Curt Connors apartment, and Jonah explains that he dragged him there, not knowing what else to do when they have so little time. Unfortunately, Curt says that he still can't work out what to do about their shackles, but Spider-Man decides to just go and force the answer out of Smythe. Jonah and Spider-Man make it to Smythe's lab with half an hour remaining until the bomb detonates, but they find that Smythe has already died by the time they arrive. A video recording of Smythe activates, saying that although he won't live long enough to see them die, he knows that there's no escape for them.

Spider-Man successfully guesses that there must be some sort of camera connected from the shackle to the lab, so that Smythe could see them die. He finds the power source for the camera, which also keeps it locked in place, but doesn't know how to deactivate it without blowing them up. Spider-Man manages to use a tank of liquid oxygen to freeze the controlling computer, which deactivates the shackles, giving Spider-Man just enough time to throw the bomb outside without harming anyone. Spider-Man then leaves, with Jonah feeling jealous, since Spider-Man saved them both, and he turned out to be much weaker than he thought he was.

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