We begin up in some mountains with a mother and her son running through some fields. They are cornered eventually by some men with farm tools/weapons - such as a sickle, pitch-fork etc. After the fog clears, the only person left is the mother.
Meanwhile, in NYC the web-slinger is out in the rain ... and has a cold! There's no villains to take pics of, so he returns to hi flat to dig out some old pics he might be able to use. Over at the Bugle, Jonah has set up a new office for his relaunched Now magazine. He give Pete an assignment with reporter Joy Mercado in Apalachia, Virgina (where the opening scenes were). This means he has to blow off seeing Aunt May. He can't get through to her on the phone so leaves a note asking Betty to call her later for him.
They are investigating a factory closure that could result in a riot. When they arrive, it is clear something strange is happening. The residents all deny any union unrest and people seem to have lots of money. There's a brand new car and some teenagers have a selection of new electronics - walkmans etc (phew, that takes me back!).
Everyone seems nervous though and as they are asking questions a gang with farm tools (weapons) sets upon them. Pete does some cool ass-kicking as himself (always like seeing Pete cut loose as himself). It doesn't do much good however as soon the entire town seems to be after them. Pete and Joy hide in a doorway off the street and are welcomed in by Charla (the woman from the start).
He tells them that men without faces are paying everyone in the town $1000 each to act like everything's OK. They were the ones who took her son, Seth. Suddenly, the men without faces (actually, they're just wearing strange gas mask-type things) burst in with guns.
Not wanting anyone to get hurt, Pete doesn't fight back and allows himself to be arrested with the others. They take Pete, Joy and Charla to some underground base. Pete creates a diversion by using his webs (unseen by Joy). As he takes out two of the guards, the others take away Joy and Charla. As Pete (now as Spidey) follows, he finds an underground city. Whoever is in charge is going to do some experiments of Seth - he has some sort of powers. Watching on Spidey recognises that if he swings in then Joy will almost certainly guess his identity but rationalises that he has no choice.
He swings down and helps get Seth, Charla and Joy (who seems to have guessed that Pete = Spidey) to safety before a new villain - Magma enters the frey (actually the Iron Man has fought him previously in Team-Up 110).