Continued from last issue.. Returning home from the airport following the supposed death of Dr. Octopus, Spider-Man is less than convinced that his long time enemy is gone for good. Changing back to Peter Parker, he gets a copy of the Bugle where he learns that no trace of Doc Ock's body was found, and is determined to find his enemy and bring him to justice. When Randy Robertson approaches Peter to help participate in a protest against air pollution, Peter declines and has no valid excuse to give Randy (not without compromising his identity as Spider-Man at least.)
Meanwhile, Dr. Octopus, having survived the plane crash learns that the press has considered that he's dead. This gives Octopus ample opportunity to track down and destroy Spider-Man once and for all. Peter changes into Spider-Man again and begins scouring the city looking for Doctor Octopus. He eventually finds Octavius attacking the city's main power plant. If Octopus succeeds in destroying it, he could black out the entire city.

Spider-Man goes in for the attack, and after a fierce battle, Spider-Man is easily over powered by his enemy, who tosses the unconscious Spider-Man to the streets below hoping the fall will prove fatal.

This story is continued next issue...

---