A mysterious crime lord called the Schemer is talking to his thugs, telling them of how he plans to take over the Kingpin's domain. Whilst some of the Schemer's men attack a truck owned by the Kingpin, Peter Parker hears the attack and changes to Spider-Man. He manages to take some pictures with his camera and defeat all the thugs from the two gangs. As he changes to Peter Parker, he remembers the last time he saw Kingpin, he had been getting away in a car, driven by a mysterious woman.
Meanwhile, at the Kingpin's house, his wife Vanessa accuses the Kingpin of telling her that their son had wanted to stay in Europe after college, when in reality he has been missing, believed dead. The Kingpin denies all knowledge of this, saying that his son can't be dead. However, Vanessa says that once their son had found out that his father was the Kingpin, it would have been enough for him to commit suicide. The Kingpin decides to go back into action, rather than hiding from the law.
At the Daily Bugle, Peter Parker sells some photos to J. Jonah Jameson, although Jonah gives him next to nothing for them. Peter is worried that he won't have enough to pay for Aunt May's hospital bill, when he is reminded that he won't have to, since their Medicaid paid for it. After going to the doctor's, Peter goes with his friends to say goodbye to Flash, who's returning to Vietnam.
Gwen and Peter go off shortly afterward, but a truck is unexpectedly pushed off the road, and almost kills them. Peter manages to hold up the truck with his body, and throw a spider-tracer at the car which had swerved the truck. After Gwen is taken to hospital, Peter changes to Spider-Man, and swings around the city until he gets a response from his spider-tracer.
Spider-Man bursts into the building where the car is part outside of, and takes out the Schemer's thugs. However, the Schemer's desk has various gadgets in it, and when Spider-Man tries to attack the Schemer, he is almost crushed by a hydraulic press. By the time he is free, the Schemer is gone.
Peter then returns to Gwen, but she is upset with him, since he went running off whilst she was still in hospital sick.