The Scorpion was contracted by Justin Hammer to kidnap General Chester Musgrave in exchange for a much-needed upgrade to his costume. Peter and Mary Jane are having financial difficulties: she can't find work as a model and Jonah has mysteriously stopped buying Peter's Spider-Man photos. Hoping to find something to Jameson's liking, Peter (as Spider-Man) attends an award ceremony for Musgrave. The Scorpion arrives intent on kindaping Musgrave but runs into some red and blue interference. The Scorpion brings a wall down to cover his escape with the general. He changes his mind when he discovers that photos of him fighting Spider-Man will help make Jameson money. He informs the crowd that he'll kill Musgrave unless Jameson agrees to take his place.
While they wait on Jameson to answer the Scorpion's demands, the Scorpion forces Spider-Man to pick up a pizza for him. He's knows Spider-Man can be trusted to not drug the food. Spider-Man is furious but complies. As a small method of retribution, he orders the pizza with anchovies, against the wishes of the Scorpion.
While in conference with another general at the armory, Spider-Man learns that Jonah has been contacted and refuses to cooperate. Despite their differences, he knows Jonah wouldn't put someone's life at risk; something's wrong (That's because "Jonah" is really the Chameleon).
When the army tries to negotiate with the Scorpion, he brings down another wall and leaves with Musgrave in a nearby helicopter, taking the pilot as another hostage. Spider-Man attempts to stop them but is unsuccessful. He does manage to plant a spider tracer on Scorpion before he is dropped into the river. Bruised but alive, Spider-Man returns home to May's house in Queens.
Harry shows Liz the building he was inspecting (last issue) and tells her that he wants to move them back into Manhattan to be closer to Osborn Chemical to oversee the repairs and to their old friends. Liz agrees.
Later that night Mary Jane returns home and has some disturbing news for Peter. A trusted co-worker discovered that Jonathon Caesar is responsible for the sudden downswing in her career. He still has considerable influence even from prison. He is the reason that clients have refused to work with her. This is another part of his revenge for rejecting him. If clients can't be coerced, their companies are bought outright and they are fired.
The Scorpion has bigger problems. He knows Hammer is planning some payback for his double-crossed and is sure that his days are numbered. He realizes that the Kingpin may be interested in the military secrets Musgrave has and plans to sell him to Fisk the next day.
Skipping class (once again) in the hope that he can pick up his spider- tracer, Peter criss-crosses Manhattan to find the Scorpion. His determination pays off as he finds the Scorpion in a van on the Tri-boro bridge heading toward Queens. He notices the van is driving slowly so he webs the windshield, causing the van to skid off the road. His gamble pays off and quickly discovers that the general is not injured.
As he prepares to leave with Musgrave, the Rhino and Blacklash appear. They have been comissioned by Justin Hammer to retrieve Musgrave and the Scorpion's upgraded tail. His hide as well. Spider-Man, Musgrave, and the Scorpion head for the abandoned site of the World's Fair. Spider-Man and the general go one way, Scorpion another way. They are followed by Blacklash and Rhino, respectively. The Rhino manages to subdue the Scorpion, but Blacklash doesn't get that far with Spider-Man. Their battles are cut short by the sound of approaching sirens. They grab the Scorpion's new tail and depart, leaving Spider-Man free to help Musgrave and turn the Scorpion over to the police.