Spidey stops the truck that triggers his spider-sense but once the driver says he's working for Carlton Drake, a policeman chases Spidey off. However, the truck contains Carlton Drake, Life Foundation members, and an unconscious Chance. At home, Peter meets Estelle, MJ's maid. As the truck arrives at Sanctum Maximus, the Foundation's fortified New Jersey hideout, Pete and MJ go clubbing and chat with Eddie Murphy and Paul Shaffer whom MJ knows. Drake tells Chance they want the secret of his weaponry. The next day, Peter researches Drake and discovers the hideout's location. There, Spidey discovers the stolen munitions and a shackled Chance, who tells him the Life Foundation is a radical survivalist group. Spidey releases him, and the pair unite to beat back the Foundations' private army. Drake and the Board escape while Chance ignites the munitions, destroying the Sanctum. Meanwhile, MJ comes home to find a burly man in a black Spidey suit waiting for her.

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