Continued from the last issue... After just barely defeating Dr. Octopus (needing a strength-boosting harness to boost his strength thanks to an ulcer) Spider-Man must now face a new criminal, Hammerhead, who has been warring with Octopus over control of crime in New York City. During the fight, Spider-Man is creased by a bullet and passes out. Dr. Octopus revives and gets away. When Hammerhead wonders why Octopus wanted Spider-Man alive, he takes the wall-crawler back to his hideout.

Hammerhead gives him an ultimatum when Spider-Man revives: Join his gang or die. He then explains his origins: How he was a man gunned down and was found by Jonas Harrow, a scientist. The man who would become Hammerhead would have amnesia but would adopt the persona of an Al Capone-Esque mobster after seeing a movie poster about the famous gangster. Harrow would reconstruct Hammerhead's skull so that it would be made out of titanium; he had since worked his way up the crime ladder, and his current conquest is to crush Dr. Octopus.

When word reaches Hammerhead that Dr. Octopus has "shacked up with some old broad," Spider-Man has a feeling that it's his Aunt May and tries to convince Hammerhead that he's changed his mind (while tagging him with a spider-tracer) Hammerhead doesn't believe him and leaves Spider-Man under armed guard while he goes to the location where Octopus was spotted. While on the campus of ESU, Dr. Miles Warren confronts Gwen Stacy about the rumors he's heard about Peter Parker, and she confirms them for him. She is then met by Flash Thompson, who makes a crack about Peter's ulcer. This upsets Gwen, who tells him off and storms away.

Back at Hammerhead's hideout, Spider-Man manages to distract the gunsels that have been charged with watching him enough to knock them out and hitch a ride on Hammerhead's car. When it arrives outside Dr. Octopus's hideout, Hammerhead sends some of his men to the house. Spider-Man knocks them out. Sneaking inside, he's suddenly knocked out when hit over the head with a vase from behind. It turns out its Aunt Many, who's sure she's killed Spider-Man.

This story is continued next issue.....

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