After a mean hit from the Rhino in the last issue, Spider-Man struggles to make his way back to his Chelsea apartment, and eventually collapses through the skylight entrance and blacks out on the bathroom floor.
Mary Jane, after a night out with Alfredo, sees the news of Flash Thompson's escape from jail on the television news and leaves her date out in the cold, catching a cab to Peter Parker's apartment. Scared that he will be frantic over Flash's jailbreak, MJ finds Peter in full Spidey-gear passed out on the bathroom floor and after a brief panic, helps him into bed.
Meanwhile at the Daily Bugle, Joe 'Robbie' Robertson is discussing Flash's disappearance and Spider-Man with J. Jonah Jameson when a television commercial for the group X-Factor comes on, promising to 'handle' any mutant activity that is reported. JJJ meets with Jean Gray and Cyclops at the Bugle offices, and pays them a $50,000 retainer to hunt down and capture Spider-Man as he is a "threat to society".
Peter eventually wakes up in his bed, still feeling the effects from his battle with the Sinister Syndicate. Mary Jane demands answers as to why Peter is in such bad shape, and holds back the news that Flash Thompson has escaped from jail. Peter soon hears the news on the TV, and sneaks out of the apartment in his Spider-Man outfit through the bathroom skylight, much to Mary Jane's fury.
Before he can track down Flash, however, Spider-Man is located by the X-Factor. They initially try to talk to him, but in his condition Spidey jumps the gun and starts attacking them, and a huge battle ensues with Cyclops, Jean Grey, Beast, Iceman and Angel.
Angel lands a mighty blow on the much-suffering Spider-Man which sends him crashing across the rooftops into Jean Grey, who is thrown off the roof by the impact. Spidey, with his last breath after a monster pummelling, shoots a web-line and saves Jean Grey from falling. The mutants surround him as he blacks out again.
After a long sleep, Spider-Man wakes up to Iceman looking after him. X-Factor realise that Spider-Man is no mutant or threat after saving Jean Grey (even though she points out she was about to save herself with telekinesis) and return the $50,000 to Jameson. He is not happy, and orders Robertson to flay them alive in an editorial. Robbie refuses, and hands in his executive washroom key to Jonah, threatening to quit if JJ writes the editorial. Later, Robbie receives the key back in the inter-office mail and the two friends agree that Robbie was once again the only one talking sense.