Continued from last issue... Rushing to the estate of Dr. Octopus, Spider-Man arrives just in time to see that his arch-nemesis is about to be married to his Aunt May. Before Spider-Man can react, Hammerhead and his goons bust in on the marriage with guns blazing. Octopus fights off some of Hammerhead's men, and manages to make an escape with Aunt May to the roof. There Spider-Man tries to stop Octopus from getting away, and is knocked out, Octopus then makes his escape with May in a helicopter. Witnessing this, Hammerhead and his men decide to follow after Octopus in the helicopter they arrived in themselves. Spider-Man, reviving from his blow from Dr. Octopus secretly hitches a ride aboard Hammerhead's copter.
While back at Ned Leed's Christmas party, Mary Jane has realized that Peter had ditched her, and Ned and Betty Brant point out that Peter seems to be adjusting to her attention pretty well in spite of the fact that Gwen recently died. Mary Jane feigns any desire to be in a relationship, and leave the couple, and Joe puts in his two cents to them about Peter being stable enough to make his own decisions.
While high in the air, Hammerhead's helicopter follows Doc Oct's into Canadian air space. There they are led to an island off the coast of Canada to a nuclear facility which has been inherited by Aunt May following the death of a relative (hence why Octopus was interested in marrying her.) With both crafts landing down, another fight between Dr. Octopus and Hammerhead begins. With bullets flying, the shock is too much for Aunt May who passes out. After a brief fight with Dr. Octopus, Spider-Man grabs his unconscious Aunt May and escapes in an airplane in a nearby hanger.
Meanwhile, Dr. Octopus enters the building and is mortified when he learns the facilities primary function is a nuclear breeder. When Hammerhead bursts in, Octopus warns Hammerhead that the slightest vibration can cause a violent explosion. Hammerhead doesn't heed this warning and charges at Dr. Octopus. Octavius dodges the attack, causing Hammerhead to ram into the control panel of the breeder. This causes the very type of explosion that Dr. Octopus warned them of. Spider-Man manages to fly out of the explosions reach just in the neck of time.
Aunt May soon revives, but before Spider-Man can explain anything to her, the fact that she's sharing an airplane with Spider-Man causes her to pass out again. While back in New York, Mary Jane decides it's time to leave the part because she figures that Peter is not coming back. When Betty tries to get her to talk about how she feels about Peter, she tells him that she can't bring herself to love Peter, and that she cares about him too much to allow herself to do that. When Betty presses for more of an explanation, she tells her to leave it for another day and departs.