Taking a moment to recoup from their battle with Dr. Octopus inside the Owl's Aerie, Spider-Man and the Black Cat are forced back into action when the combined forces of the Dr. Octopus and the Owl's henchmen catch up with them with guns blazing. As Spider-Man is dealing with them, the Black Cat attempts to regain footing after the beating she got from Dr. Octopus. Octavius meanwhile has regained consciousness and is mentally commanding his severed mechanical arms to try and get the detonator the neutron bomb he intends to explode in New York.

Seeing this the Black Cat gets up and smashes the detonator, cursing the girl for ruining his plans Octopus unleashes his mechanical arms on her, leaving her vulnerable and she is gunned down by the few crooks that Spider-Man has not rounded up yet. Seeing this, Spider-Man goes into a fury, beating all the crooks senseless, tearing apart Otto's arms even more and tossing them into the Hudson River. Seeing that the Black Cat is still alive but bleeding profusely, Spidey picks her up and rushes her to Columbia Presbyterian Hospital. There Spider-Man demands the staff doctors to save her life, after talking sense the distraught Spider-Man, they take her into immediate surgery, and Spider-Man watches from outside until he finally collapses from exhaustion. He is woken by the duty nurse just before dawn and is told that she is in critical condition but they believe that she will pull through however they are unsure if she'll suffer any brain damage. When Spider-Man realizes it's morning he rushes off as he has a physics exam at Empire State University.

Peter makes it to his exam right in the nick of time and tries to focus on it but can't help but think about Felicia's medical condition. Finishing the exam just as the time runs out, Peter blows off his colleagues and Professor Sloan so he can change into Spider-Man and rush off to the hospital to check on Felicia's condition. There he meets Jean DeWolff who is at the scene because one of the Owl's men talked, she hands over to Spider-Man a copy of amnesty papers that she had originally written up for the Black Cat, which makes Spider-Man happy because it tells him that she is still alive.

He rushes down the hall and is admitted to the Black Cat's room where he spends a moment pouring his feelings out to the seemingly unconscious Felicia. Considering that he cannot protect those he cares about, Spider-Man breaks down in tears. As he sobs, Felicia comes around and tells her that she'll be okay. Overjoyed, Spider-Man thanks the powers that be that let her live.

While elsewhere, in another operating room, criminal scientists are working hard to reattach Dr. Octopus' severed mechanical arms. As Octavius screams in agony, the doctors offer him an anesthetic, but Otto refuses wanting to feel the pain, vowing that once he is back together he will get revenge against Spider-Man and the Black Cat, vowing to tear them limb from limb.

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