In the previous issue, we saw Doctor Octopus recruit Electro, and blackmail Sandman into joining a new version of the Sinister Six he's forming. Ock is planning the crowning caper of his criminal career, and for that he's rounding up his old partners.
Meanwhile, Mary Jane's director had a mysterious accident on the set of her soap opera. Someone deliberately dropped a light prop on him after he lost his temper with MJ for messing up her lines in a scene.
Aunt May's fiancee, Nathan Lubensky, has mysteriously acquired a lot of cash. What he intends to do with it is still unknown. But Peter is very worried.
This issue opens with the Hobgoblin furiously demanding to know who dares to invade his lair. It is none other than Doctor Octopus, who wants the Hobgoblin to work for him. Hobgoblin refuses, and attacks Ock with his sparkle blasts and pumpkin bombs. Ock easily deflects them with his tentacles, and grabs the Hobgoblin in two of his tentacles. The Hobgoblin sends his hell fire down Ock's tentacles, but it fizzles out before it even gets near to Ock. Ock threatens to crush the Hobgoblin's neck to the size of a soda straw if he does not co-operate. The Hobgoblin claims that Ock interests him. And he agrees to accept Ock's offer of employment.
At Long Island, on the Cordco launch site, Spider-Man interrupts a spy photographing the secret ship on the launch site. After he webs him up, Spidey heads back home to MJ. At their Soho apartment, MJ recieves a visit from Officer Goldman, who updates her on her director's accident incident at the studio. He tells her that it was no accident, that the rope was cut. He tells MJ that they suspect Jonathan Caesar, the man who terrorized MJ a while back. Officer Goldman puts his hand on MJ's shoulder in a comforting gesture, when Peter suddenly arrives home. Officer Goldman is surprised, and leaves. Peter makes a joking remark about MJ getting star treatment from the NYPD. MJ jokingly says back that he's just jealous because Iron Man upstaged him at the University. Peter pretends he's not bothered by that, but he clearly is.
Peter phones Aunt May to check on her and Nathan. She tells Peter his heart is weakening, and there's nothing the doctors can do for him. Peter tells MJ that he feels so useless. MJ decides to try and boost Peter's ego by tagging along on one of his photo assignments. Nathan tells May that he's scared. May bursts into tears, saying she is too, and is afraid of living life without him. Nathan assures her that he'll see that she gets by just fine. Back in Soho, Peter and MJ bump into Flash Thompson and Felicia Hardy. Flash suggests they go do "couple stuff" together. But Peter says he has a photo assignment to get to. Peter tells MJ that he feels bad avoiding Flash, and wishes he could tell him that Felicia is the Black Cat, and is just using him to get back at Spider-Man. But he can't tell Flash without revealing that he's really Spider-Man.
At Madison square garden, Captain America performs on stage for a fundraiser for the New York public library. Peter starts feeling jealous again for all the admiration Cap is getting, even when MJ is recognized for her role on 'Secret Hospital'. Peter asks MJ if she'd like to meet Captain America, and takes her backstage using his press pass. Unfortunately, when they get backstage they learn Cap has just left. Peter is feeling worse than ever, when suddenly they hear an explosion and screaming nearby. Peter quickly changes to Spider-Man. In the box office, the Shocker is clearing out all the cash. The security guards try to stop him, and he blasts them away. Spider-Man enters the fray, and the two of them battle it out. The fight spills onto the stage next door, and the crowd cheers as Spider-Man battles the Shocker. MJ also watches, fearing for Peter's life. The Shocker sends some stage equipment toppling towards some innocent bystanders. As Spider-Man catches it with his webbing, the Shocker makes a break for it. Spider-Man pursues him into the lobby, where he manages to take out Shocker. As he webs Shocker up, the crowd come out and cheer and applaud Spider-Man for his heroics. MJ watches and thinks Peter should lap it up, as he deserves it.
On a lonely road in Pennsylvania, we see a bridge collapse, on cue that is. It is one of Mysterio's illusions. An earthquake simulation he intends to use to steal some money from armored trucks on their way. However, Doctor Octopus suddenly appears, and informs Mysterio that he traced his activities to this place, where he shows Mysterio dozens of police cars approaching. Mysterio realizes they've learned of his intentions. Ock and Mysterio hide under the bridge, where Mysterio has his machinery set up. Ock tells Mysterio that he needs his special effects and robotics skills for his latest endeavor- the re-formation of the Sinister Six. Mysterio agrees to join. Ock thinks to himself that Mysterio is easy to manipulate, as he surmised, so long as he doesn't find out that it was Ock who informed the Police of his criminal activities. And now, he has just one member left to recruit. After which the world will never be the same.
Back at the Daily Bugle, Peter is delivering some photos of the charity. He overhears Ben Urich talking about the discovery of holographic projectors set up for an armored car robbery. But it was abandoned. Peter realizes that sounds like Mysterio. He then recalls when Doc Ock rescued Electro at that warehouse, and with Mysterio active too, whatever is in the works, it's bigger than he thought. Maybe even bigger than he can handle.