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At the conclusion of last issue, Peter Parker was left confronting the Prowler, when J. Jonah Jameson walked in. Since he can't fight the Prowler as Peter Parker, Peter jumps out the window, pretending that the Prowler scared him into jumping out. Using his wall crawling power, Peter reaches the ground unharmed.

J. Jonah Jameson goes back into the room where the Prowler had been, having gone and fetched Robbie Robertson. Seeing the broken window and Peter missing, Jonah accuses the Prowler of having thrown Peter out. The Prowler then jumps out of the window, since he never intended to hurt anybody. Upon reaching the rooftop, he finds Spider-Man there. The two fight, and it looks as if Spider-Man is about to beat the Prowler, when the Prowler manages to blast Spider-Man with a gas pellet in his boot. This distracts Spider-Man long enough for the Prowler to get away.

Peter Parker then walks back into the Daily Bugle to tell Jonah and Robbie that he's still alive, claiming that Spider-Man was swinging by and saved him. Peter then returns home, but is feeling depressed since he thinks Gwen Stacy ditched him for Flash Thompson (in the previous issue). At Hobie Brown's apartment, he changes out of his Prowler costume, but is feeling guilty about Peter's "death". However, after a bit of thinking he decides that if he can deliver Spider-Man to the police then they'll believe he never meant to hurt anybody.

After a day at Empire State University, where Peter tells Gwen he saw her with Flash, he returns home, and sees a news bulletin saying that the Prowler is still at large. Peter then decides that it's one way to get Gwen out of his mind, and changes to his Spider-Man costume, bringing a gas filter along this time.

One a hunch, Spider-Man checks various banks and diamond centers, and finds the Prowler at one. Unfortunately for the Prowler, Spider-Man is ready for him this time, and manages to clog his gas blasters with webbing. Upon unmasking the Prowler, Spider-Man asks Hobie to tell him why he became the Prowler. After Hobie tells him, Spider-Man tells him that he won't turn him in, and that he shouldn't give up in his regular life.

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