Continued from last issue.... Hitching a ride aboard Stegron's airship full of Dinosaurs, Spider-Man is shocked to learn the destination is New York City. He tries to stop Stegron but is batted off his ship, but rescued by the arriving Black Panther, who was alerted of the coming ship by Jarvis at Avengers Mansion.
While Spider-Man, Black Panther, and Curt Connors work together to find a way to reverse Stegron's mutation, Stegron and his army of Dinosaurs attack the city. And as Mary Jane searches for Peter Parker, Spider-Man and the Black Panther fight off the Dinosaur hordes. Spider-Man manages to save Mary Jane from sudden death.
Fighting off the Dinosaurs, the heroes force Stegron to retreat on a Pterodactyl, however Spider-Man tags along. However, during the fight, Stegron is knocked off the Dinosaur and seemingly drowns in Jamaica Bay.