Spider-Man has failed to stop the Black Cat from rescuing Walter Hardy from prison. Buried under an exploded wall of the prison, Spider-Man is trapped and unable to stop the prison security from stopping the Black Cat, Boris Korpse and Bruno Greinger from escaping with Hardy. Spider-Man pulls himself from the rubble and finds that his arm has been dislocated in the battle, and makes a hasty retreat before anyone can notice.

The Black Cat meanwhile thanks her hired men for their help and parts company, when they are assaulted by a mystery man who demands that they work for him in the future. The next day at Empire State University, Peter struggles with his dislocated arm, but ends up dropping his lunch on the floor. Harry and Flash come to hassle him for not being there when they group got together to get his diploma and Peter apologizes. Just then, Betty Brant and Ned Leeds show up, Betty wanting Peter to proclaim his love for her and Ned to have Parker tell him he will leave his wife alone. Peter, hoping to push Betty away so that she goes back to Ned, lies to her, telling her that she was just a rebound after Mary Jane turned down his marriage proposal. Heart broken, Betty slaps Peter in the face and flees the room, Flash and Harry are not impressed with Peter's attitude either.

While at the Restwell Retirement Home, the Burgler demands that Dr. Reinhardt deal with Aunt May, so that he can learn the location of the hidden loot that he is looking for. Reinhardt agrees, awaiting the moment to betray the man who has strong armed his way into the home. While at the home of Walter Hardy, the Black Cat reveals herself to the terminally ill cat burglar as his own daughter Felicia. Felicia explains that her mother hid his past from her, but she learned the truth and trained herself to be just as sufficient a cat burglar as he is. She then leaves him to spend his final moments with his wife.

Outside, Felicia is confronted by Spider-Man, who had deduced her real identity. The two end up not only in a physical battle, but in one of the morality of leaving a man to die in prison without his family. During the fight, the Black Cat has the upper hand over Spider-Man due to his injury. However their fight sends the Cat off a roof top and Spider-Man grabs her with his bad arm, preventing her from falling into the rapids below. However the pain is too much and he has to let go, sending the Cat plunging into the water below, seemingly to her death. Going back to the Hardy home to tell them of the tragedy, he finds Mrs. Hardy crying over the body of the recently passed Walter Hardy and decides to live and let be. Returning to his own apartment, he finds a telegram for Peter Parker waiting for him. Reading it, Spidey is shocked to learn that his Aunt May had apparently died.

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