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Continued on from last issue, Spider-Man is tied up in a plane, heading for god knows where. Doctor Octopus enters the room he's tied up in and removes his mask, before punching him in the face with a tentacle. Peter yells that he loosened a tooth, so Doctor Octopus rips it out. Angry at him, Doc Ock shoots webbing over his mouth (with Spider-Man's web shooters which he removed) then explains that he has Peter captured because he needs to use him as a hostage in a worst-case-scenario. He then goes on to explain how he had gotten them onto the plane.

(flashback) After Doctor Octopus beat Spider-Man a few hours ago, he took off his tentacles and attached them to a nearby taxi driver. Doc Ock then mentally controlled his tentacles from a distance, distracting the SHIELD agents who had arrived on the scene. In the shadows it looked as if Doc Ock was the one using the tentacles. After the deception was uncovered, the tentacles then went back to Doc Ock, who by now was driving to the airport with an unconscious Spider-Man. Doc Ock then broke into the airport and forced a pilot to fly with him and Spider-Man as the passengers.

Back in the present, Peter has lost consciousness. Doc Ock goes to the cockpit, where the pilot is just about to land. All of a sudden there is a violent shaking. Doc Ock looks back to see that the aeroplane door is open and Spider-Man is missing.

Back at the Parker house, in Queens, Gwen Stacy approaches a chest. She smashes open the lock then opens it to find Peter's spare Spider-Man costume.

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