Police arrive at St. Andrew's Shelter, with Peter Parker and Phil going through evidence from the latest attack of Hobgoblin on Caitlin Leiber.

May Parker is seen going from building to building trying to go to school. She scrutinizes about her promise to her mother about donning her costume and using her her abilities as Spider-Girl. Between the dilemma of Spider-Girl, running for student council, and now news about the shelter, May must decide how to keep her promises and still fight crime.

Meanwhile, Detective Drasco visits Caitlin in the hospital and questions her about a girl that stays there, Mona Carlo, who may have stolen something from from her ex-boyfriend and he wants it back. May, learning of the attack, decides to skip classes and investigate.

Hobgoblin discusses his disappointment about the attack last night and offers an new solution with a experimental power-suit. He leaves Rudy and Barney in charge to test the new suit and leaves. After the two debates on who will test the suit, May enters the building, via a open window. Barney hears a noise upstairs, draws his sidearm and investigates only to be taken out. Rudy dons the suit and attacks May Parker with a sonic wave leaving her disoriented and makes her escape back to school. Rudy likes his new toy.

After nearly losing her grip on the edge of a building, she manages to make back to school, but only to land in detention. Mr. Slattery confiscates May's cellphone and calls her mother.

Mary Jane Parker hangs up the phone, contemplating on what happened at the shelter and Mays safety at school. She picks up her daughter and decides to let May wear the costume to help out Courtney, a volunteer at the shelter, who may be in trouble.

Courtney, earphones in ear, is walking along and not even realizing danger lurks at the end of the fence where Barney and Rudy wait. Before they can launch an attack, Spider-Girl comes out of now where and knocks them both into the Saprista construction site as Courtney walks by without a hint of whats going on.

After clogging the suit's sonic blaster with her webbing, she ends the fight with both men webbed together awaiting for the police as she dashes off into the city.

Hobgoblin pays an unexpected visit to Detective Drasco.

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