When Gwen Stacy confronts her father about his involvement in the attempted theft of top secret plans, his brainwashing wears off and he tells her the truth of what happened. With George wanted by the police and slated to be killed by the Kingpin's men, they decide to try and flee the city. Peter (having deduced they may be in trouble from the Kingpin's men) comes to their rescue, but arrives to find their home full of the Kingpin's goons. When Spidey defeats them, he finds that they have also been brainwashed and are useless for getting anymore information from Kingpin.
While elsewhere, Harry Osborn drives Mary Jane to the club where she dances as a Go-Go Girl and they find that it's been abruptly closed. And Harry's father is slowly beginning to regain his memories about being the Green Goblin when he sees an advertisement for a documentary about the Goblin. Later Norman shows up at his lab and yells at Dr. Winkler for going over his head in getting equipment, unaware that Winkler is hiding out the Kingpin in his lab.
After Osborn leaves, the Kingpin demands the death of the Stacys and Peter Parker, the only people that can pin this recent crime on the Kingpin. As Peter develops a special gas mask to protect him from the Kingpin's gases and begins searching for any clue to his hide out, his men manage to stop Gwen and George at the airport.
They are taken back to Osborn Industries, and are about to be killed by a giant vat of a boiling hot chemical. This is interrupted by the arrival of both Norman Osborn and Spider-Man. The two fight off the Kingpin and his goons, and while Winkler is killed, and the Kingpin escapes, Spider-Man saves Gwen and George from a painful death. Afterwards, the true story comes out and with Osborn's corroboration of the events, George Stacy's name is cleared of any wrong doing.

---