Continued from last issue... Spider-Man has been knocked out by his own Aunt May when he has snuck into the hideout of Dr. Octopus. At that moment, Hammerhead and his men burst in the front door, bent on attacking Dr. Octopus in order to secure control of the New York underworld. As Dr. Octopus, his men, and high tech defenses keep Hammerhead's men at bay, Spider-Man begins to revive. Noticing this, Aunt May decides she should call the police and leaves the area. When Spider-Man revives, he's unaware that he'd been knocked out by his own aunt.

After a brief battle with Hammerhead, Dr. Octopus decides it's time to leave his hide out, and finds Aunt May just as she is about to call the police, learning that she's seen Spider-Man, and heard gunshots, he convinces her that calling the police is unnecessary. While at the Daily Bugle, Gwen has arrived to see if they've heard anything about Aunt May. When Ned Leeds finishes the story he was trying to tell Peter, that someone fitting Aunt May's description was hired by an employment agency and sent to a place in Westchester, Joe Robertson, Ned, and Gwen all leave to go to that location to see if May is there.

Back at Doc Oct's hideout, Spider-Man continues his search for his Aunt May, which gets him into a confrontation with Hammerhead and his men, the fight ends with Hammerhead and his goons fleeing the scene. He then finds Dr. Octopus with his Aunt May. In spite of his ulcer acting up again, Spider-Man manages to beat Octopus into submission, but is forced to flee when Aunt May pulls a gun on him and threatens to shoot if he doesn't stop pummeling Octavius (May is unaware that Dr. Octopus is a criminal) Spider-Man flees just as the police arrive and round up all the crooks. Spidey slips away where he can change into Peter Parker, and appears shortly after Joe, Gwen and Ned arrive. When Peter meets with his Aunt May, she's called by Dr. Octopus briefly. When she comes back, she tells Peter that she's not coming back home, that Peter is a grown man and can make his own decisions, and that she's decided to stay here and keep watch of Dr. Octopus' home as per his request.

As Peter tries to digest everything that's just happened, Hammerhead has meanwhile gotten to an airport in New Jersey and is fleeing the country.

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