The new Spider-Man is atop a tower somewhere in New York wondering how the old Spider-Man 'made it look so easy' just before he apprehends a fleeing armed bank robber. Afterwards the new Spidey realizes he needs web shooters. Meanwhile, Peter Parker proves to Mary Jane Watson that he no longer is Spider-Man as he is not wearing the costume under his clothes. Jill Stacy then comes up to the apartment to drive Mary Jane to the airport and then organizes a date with Peter. At the same time, May Parker is talking to her friends at her old home in Queens about being kidnapped. Meanwhile, Shadrac has showed up at Osborn Industries and is attacking guards while an unnamed person looks on in the crowd and thinks about how we wants what Norman Osborn stole from him. The current Spider-Man then sets off towards Osborn Industries. At Tricorp, Peter demonstrates a new formula he has produced and afterwards has a conversation with Javier Caldrone and his doubts about the formula which leads Javier to rudely leave. Peter and Terry Kwan have a conversation about Javier and later Peter gives a final demonstration of his formula but it blows up and it leads Peter to think Javier has tampered with it. Just after the group is lead to a room with a TV showing Spider-Man's fight against Shadrac. It is then revealed that Tricorp have a strong interest with Spider-Man. Meanwhile, during their struggle, Shadrac manages to burn through the ground into a basement level and then into a safe. Spidey catches up with him and manages to remove his bandages but is blasted up to the surface where Peter, who has just gotten there, manages to catch him and bring him to a rooftop. It is then revealed that the new Spider-Man is in fact a young girl and she states how she got her powers through Norman Osborn's Gathering of Five and getting her powers after he had them. Peter chooses to become Spider-Man again to save everyone from Shadrac even though he sees a billboard of Mary Jane saying 'Don't do it, Tiger'. The original Spider-Man then jumps off the rooftop to fight Shadrac.

---