Continued from last issue.... The Human Torch has gotten in the middle of Spider-Man's fight with the Lizard, and is bent on destroying the creature, unaware that Spider-Man wants to avoid such a conclusion. Try as the Torch might to try and stop the Lizard, Spider-Man stops him from causing the Lizard any harm. Meanwhile, Billy Connors, having heard of the Torch's inclusion in the battle goes after the fight to try and talk the Human Torch into not hurting his father. Their fight takes them to the water front, where the Lizard is knocked into the water, and is knocked out from the excessive heat of the Torch's flames and Spider-Man's struggle with the Lizard underwater. When Spidey pulls the Lizard out of the water, he finally convinces the Torch to buzz off by pretending that he has "Spider-Sonic Hearing" and picked up a distress signal from the Fantastic Four, prompting the Torch to leave to help out his comrades. Spidey then carries the Lizard to what he thinks is a safe place and begins looking for something that will change the Lizard back into Curt Connors. When Billy arrives on the scene, the Lizard breaks free and threatens the boy. Spider-Man uses a dehydrating powder on the Lizard, causing the creature to change back into Connors. With the Lizard once more defeated, Connors is reunited with his family, who once more thank Spider-Man for helping them. Afterwords, Spider-Man returns to the city where he wonders what will happen when the Torch realizes he's been tricked.

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