This issues begins with Spider-Man fighting with Doctor Octopus. After hiding inside a building, Doctor Octopus' tentacles come after Spider-Man but stop just in time when they can't find him. Spidey manages to place a Spider-Tracer on the tentacles so he can find Doctor Octupus later when he has a chance to recuperate. Exhausted, he changes back to Peter Parker and is found by George Stacy who, once Peter is rested, remarks that he has never known anyone with such amazing powers of recuperation. Spider-Man leaves the Stacy's house and swings back home to work through the night on a way to defeat Doctor Octopus. He manages to come up with a fluid that will essentially block Doctor Octopus's control over his tentacles. In the morning Spider-Man sets out to find Doctor Octopus and comes across his Spider-Tracer in an empty room. Doctor Octopus had found the tracer and placed it there as a trap for Spider-Man. Engaged in battle, Spider-Man starts spraying Doctor Octopus' tentacles with the new web fluid he made overnight. Suddenly the arms lose control and start fighting each other and then turn against their owner and even as they wildly fling around they hit a chimney sending bricks crashing to the ground. Meanwhile on the ground there stands a child directly in the path of the falling bricks and Captain Stacy also in the crowd below pushes the child out of the way to save him. Unfortunately Captain Stacy is hit full on with the bricks and Spider-Man goes down to save him. Pulling him out of the rubble and once atop the rooftop, Stacy dies in Spider-Man's hands, but not without first revealing that he knows Spider-Man is Peter Parker. Spider-Man is given instructions to look after Gwen Stacy, while Spider-Man worries that she may learn that her father died because of him.

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