As an amnesiac Spider-Man continues to puzzle over his true identity, and live on the streets, his Aunt May's health gets worse and she collapses. As the authorities and the military debate on how to deal with Spider-Man in light of his assisting Dr. Octopus in the recent past, J. Jonah Jameson is appalled that his own son is defending Spider-Man. When news of the arrival of Ka-Zar and his saber-tooth tiger Zabu in New York, Jameson hires Ka-Zar to track down the wall crawler.

Meanwhile, Harry Osborn searches Peter's room for some clue that could explain his disappearance and comes across a spider-tracer in Peter's closet. Soon news about Spider-Man's possible involvement in the disappearance of Peter Parker hit the press. When Spider-Man overhears the story, he goes to the police station where he admits to George Stacy, his daughter Gwen and John Jameson that he has amnesia and doesn't remember if he had anything to do with Parker's disappearance.

With Ka-Zar tracking him, Spider-Man decides to visit the Daily Bugle figuring that maybe some newspaper clippings would reveal to him something that might bring back his memory. When confronting Jameson with the fact that he's amnesmatic, Jameson tries to trick Spider-Man into taking off his mask.

Jameson is foiled when Ka-Zar and Zabu smash through the window and a fight between the trio begins. The battle takes them across the city, where eventually Spider-Man is knocked into a pond in Central Park and is knocked unconcious. With Ka-Zar a victor, he pulls Spider-Man out of the water, announcing that their battle is over, forever.

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