Max Markham (The Grizzly) is in a bar getting ribbed by his fellow drinkers asking him to tell them about how he went up against Spider-Man (he first appeared in Amazing 139). They agitate him so much that he says he's going to go back for a rematch.
Spider-Man meets Puma on a rooftop and asks why he (as Thomas Fireheart) has bought the Bugle. Puma says he did it for Spidey as he owes him a debt of gratitude (see Web 50).
Max has taken his old Grizzly costume to the Terrible Tinkerer and paid him to fix it up for him. Back at their apartment, MJ has visitors – her aunt and uncle – Kristy's parents, who have flown in from Paris. MJ and they go to see Kristy in the hospital, while Pete has been given a message to meet Joy Mercado at the Bugle.
As Pete rushes to meet Joy, she pulls him into a cab – Robbie Robertson is alive and wanting to hand himself in to the cops. They are going to catch a train out to Philadelphia. The Grizzly is nearby and is looking for Pete because of his photographic links to Spidey.
On the train, with Joe's family and Joy, the Grizzly is on the roof and tells Pete to get him a rematch with Spidey. Pete starts laughing as he remembers how easily he (Spidey) defeated him before. The Grizzly gets mad and rips open the roof.
Interlude: in the hospital, MJ's uncle is annoyed at Kristy and, when MJ intervenes, he disowns his daughter. MJ says she'll look after Kristy.
After a quick switcheroo to Spidey and a bit of a ruck, Spider-Man realises Grizzly just wants some self-respect and lets him beat him. Grizzly runs off happy.
Epilogue: Joe surrenders to the authorities in Phili after a reunion with his family, then, back in NYC, Max is finally getting respect from his drinking peers.