Spider-Man once more goes diving into the Hudson River to try and recover his failed Spider-Mobile. However, while swimming around the crash site, Spider-Man is shocked to find that somebody else has removed it from the bottom of the river. After fighting off some cops who spot him, Spider-Man returns home. Later, when Flash Thompson and Harry Osborn arrive at class, Flash is shocked that Liz Allen has begun to take towards Harry.
While at Aunt May's apartment, May has bought Dr. Octopus a new set of clothes and he cleans himself up. Peter arrives to share a chicken dinner with Aunt May and is shocked to find his old foe there, but plays it cool. Octopus explains to them how he narrowly survived the explosion of the nuclear reactor in Canada, however explains that since then he's been haunted by the supposed ghost of Hammerhead.
Just as Octopus finishes explaining this, they are visited by the spectral form of Hammerhead, who has once more come to haunt Dr. Octopus. This causes Aunt May to faint, and the frightened Dr. Octopus flees with Aunt May in his arms, with the ghost form of Hammerhead not far behind. Peter changes into Spider-Man and goes after them himself. However, Dr. Octopus manages to get the best of Spider-Man when he over powers him and tosses him to a crowd of people below who all want to cash in on the reward the Bugle has put out for Spider-Man's capture.
Spider-Man manages to get away from the mob and catches up to Dr. Octopus just as he steals a helicopter from the Pan Am building and tries to make his getaway. Spider-Man tries to hitch a ride on the copter, however, Dr. Octopus cuts the web-line, causing Spider-Man to plummet to his apparent doom.
This story is continued next issue....