Spider-Man's Spider sense brings him to a hidden laboratory where he tangles with an unknown foe (which later turns out to be Stegron). In pursuit of this mysterious foe two S.H.I.E.L.D agents cross his path but to avoid hurting them and to escape he covers them in webbing. Meanwhile at Curtis Connors place, Curt explains to his wife Martha that he is feeling the after effects of the explosion of a generator which saved Spider-Man's life. Suddenly Stegron the Dinosaur Man enters and kidnaps Billy and then leaves instructions for Curt to follow else he will kill Billy. When Peter confronts Flash about how he is trying to go out with Mary Jane, Flash quickly realizes his mistake and tells Peter that it's ok and that he understands that Peter and Mary Jane are a couple . Meanwhile in a science laboratory at Empire State University J.Jonah Jameson and Marla Madison are busy working on the control unit to the new Spider-Slayer.

Later Peter and Mary Jane meet up and discuss their relationship, and with no idea where they're going to take things decide to let things work themselves out. While at the Connors home, Curt talks his wife out of calling the police, and realizes that he's turning into the Lizard once more, and fights off the change.

Peter and Mary Jane end up at Museum of Natural History where they are watching a laser show when suddenly the power goes out. Peter goes into investigate, changing into Spider-Man and finding that Stegron is there. Using the device he has stolen, he's reanimated the bones of dinosaurs that are on display. After a brief fight with the dinosaur bones, Spider-Man ends up tangling with Stegron one-on-one. The fight ends with Stegron as the victor when he causes part of the roof to collapse on the wall-crawler. When Spider-Man finally gets free, he finds that Stegron and his reanimated dinosaur bones have disappeared without a trace. And back at the home of Curt Connors, Curt cannot resist the change any longer and turns into the Lizard. With the Lizard persona in full control, the creature only has one goal: Destroy Stegron.

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