Continued from last issue.... The Kingpin has gone after the Schemer who he believes kidnapped his wife, however in the secret tunnel in his mansion he finds that Vanessa is alive and well and not a prisoner of his underworld rival. While the fleeing Schemer wrecks his car and has to go to a nearby supply house to get parts to repair it.

While at the apartment that Peter Parker shares with Harry Osborn, Peter mulls over his studies while thinking about how he's so broke he can't afford a present for Gwen's upcoming birthday. He's roused from his work when Gwen and her father come by for a visit and start asking him questions about his connection with Spider-Man. George is suspicious about how Peter can be present so many times when Spider-Man is in action. Using the fact that he has pictures to develop as an excuse to go into his dark room, Peter quickly changes into Spider-Man and enters in through another window. Pretending to be a different person, Spidey demands to see Peter Parker for his cut of the money for the pictures that Parker takes. The Stacy's fall for it, and "cover" for Peter by telling Spider-Man that he isn't there. Satisfied that his secret is safe, Spider-Man departs, and waits for the Stacy's to leave.

When Peter's photos reach the Bugle and are published, the Kingpin is furious when one of the photos shows Vanessa helping the Schemer to escape, the Kingpin demands answers from his wife. Elsewhere, Spider-Man finds the Schemer's wrecked car, but it self-destructs when Spidey tries to tamper with it. He tracks the Schemer down to the supply warehouse where they have a fight. As Spider-Man succeeds in capturing the Schemer, Gwen and George Stacy return to Parker's home to find it empty. They wonder if Peter was either kidnapped or willingly left with Spider-Man, this prompts George to call the local precinct.

When turning over the Schemer to the location of the reward, Spider-Man soon finds the "police" there are not real, but henchmen of the Kingpin and the "precinct" he's at is really a property owned by the crime boss himself. The Kingpin nets Spider-Man and he battles the Schemer. Easily overpowering the Schemer, the Kingpin demands to know who he is. The Schemer reveals himself to be the Kingpin's own son, who faked his own death for the purpose of crippling his fathers criminal empire due to his shame of their ill gotten fortune. Confronted with his son, and unwilling to accept the fact that he's still alive, the Kingpin goes into a catatonic state.

Spider-Man breaks free of his net, and the Kingpin's family in the state their in decides that there is nothing else for him to do and departs.

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