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We begin with Pete putting on his red and blue Spidey costume but it quickly turns into the symbiote while it is on him. We cut quickly to a street mugging. The muggers go back to some warehouse-type place where thy met up with their leader - he reveals that he had spent time in prison with the Vulture and has created his own Vulture-esque uniform ... except that it's red and yellow. The gang of four all change into Vulture costumes
Spidey starts battling with his costume, trying to get it off him. As he struggles with himself across the city, the Vulturians swoop by. They grab Spidey mid-air and fly off. Our hero spends half his time struggling with himself and the rest trying to escape the Vulturians. He has to be very careful though because his web shooters aren't working (they are organic - part of the suit).
Spidey manages to battle off three of the Vulturians as he also tries to make his way cross-city to the F4 building. As he pulls feathers from the remaining Vulture, the pair of them crash land in a bell tower of a church.
The loud chimes begin to send Spidey crazy and, in turn, the costume as well. It feeds off Pete's thoughts and so when his thoughts are scrambled, the symbiote cannot cope either.
Pete is sure he is going to die as he loses consciousness. His last thoughts are of Aunt May, Harry's baby (his godson) and MJ (in that order). While unconcious, the symbiote unattaches itself and carries Pete downstairs away from the bell - it has developed human feelings!
The story ends with Pete asleep on the floor and the symbiote disappeared. The last line is: 'In a very short while, Peter Parker will awaken and wonder why did it save him? It is a question that will haunt him for the rest of his life!'