Following his defeat at the hands of Stegron the Dinosaur Man, Spider-Man decides to go and seek the help of Curt Connors due to his expertise with lizards. However, Spider-Man arrives just as Connors had finished transforming into the Lizard once more and was on it's way out to attack Stegron itself. Spider-Man briefly tangles with the Lizard, who manages to escape. Going back into the Connors apartment, Spider-Man learns from Martha Connors of the situation and that Stegron has her son Billy hostage. Spider-Man vows to Martha that he will save Billy and restore Curt to normal once more.

While at ESU, J. Jonah Jameson pays a visit to Marla Madison, who unveils her own take on the Spider-Slayer robots. Peter's friends have all met at the apartment of Flash Thompson and Harry Osborn for Christmas cheer, Peter calls in and tells Mary Jane that he won't be able to make it out. After getting off the phone with Peter, Mary Jane and the others are told by Harry and Liz Allan that they are going to get married.

At the hide out of Stegron, the dinosaur man shows to Billy Connors that his revitalization ray is now fully operational and uses it to restore the dinosaur bones back to real living dinosaurs. He's then attacked by the Lizard, which causes the dinosaurs to break loose and flee into the city. Web-slinging around the city trying to find his foes, Spider-Man finds the dinosaurs and easily defeats them. He then tracks their trail of destruction back to Stegron's hideout, where he battles both Stegron and the Lizard. Spider-Man incapacitates the Lizard with a chemically treated webbing which restores the Lizard back to his human form.

Stegron uses this as his chance to flee with Billy as his prisoner, and he takes control of the dinosaurs again. Spider-Man goes after the two of them, leaving Curt behind to try and figure out how to make Stegron's device work in reverse. Spider-Man manages to rescue Billy and Connor's work on the device allows him to change the dinosaurs back to harmless bones. Stegron manages to escape, however, Spider-Man chases after him. Succumbing to the cold, Stegron is about to go back into a state of suspended animation when he falls into a frozen river and seemingly perishes. Unable to find a trace of Stegron, Spider-Man gives up his search.

On Christmas Day, all is well and the Connors family has been reunited for the holidays, Spider-Man decides to leave the Connors a Christmas gift before departing.

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