Dealing with the fact that Gwen Stacy has left for England, Peter Parker roams New York reflecting on his past. He reflects on the events that gave him spider-powers and how the death of his Uncle Ben led him to become the super-hero known as Spider-Man. He then reflects on his career as Spider-Man and his social life up until today. The whole time he wanders about the city, he remains ignorant of the fact that the Beetle has escaped from prison and has been robbing various establishments since his escape.

Peter's wanderings find him at Aunt May's house, where he learns the news about the Beetle, and takes a nap on his aunts couch. After a dream involving the Beetle, Peter is awoken by Anna Watson, who tells Peter that Aunt May has been kidnapped by the Beetle while she was out doing groceries.

Peter slips away and changes into Spider-Man and comes to his Aunt's rescue. After a battle with the Beetle, Spider-Man manages to defeat his foe when he toss the Beetle into a nearby swimming pool. The weight of the Beetles costume causes him to sink to the bottom, giving Spider-Man the opportunity to web him up for the authorities.

Changing back into Peter Parker, Spidey checks on his Aunt May to make sure that she's okay and takes her home.

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