Sneaking into the Columbia Presbyterian Hospital to give flowers to Felicia Hardy, who is still recovering from injuries sustained in battle; Spider-Man is almost gunned down by the beefed-up police protection that has been put on location to answer to any threats by Dr. Octopus who has threatened Felicia's life. Allowed to be alone with Felicia, Spidey hears how she had a near death experience as he was fighting Dr. Octopus during the villains last attack on her. She tells him that she was visited by her fathers spirit who told her that she had another chance at life before sending her back to her body. Their moment together is cut short when Felicia's mother arrives at the hospital and Spider-Man decides to depart to put things in order but reminds the police that Dr. Octopus plans on attacking that night.

Going to the Daily Bugle as Peter Parker, Spider-Man hard balls J. Jonah Jameson into buying his photos of Spider-Man battling the Hobgoblin, Dr. Octopus, the Owl, Gladiator, and the Vermin. Eventually, Jameson caves in and buys them for a high price. Joe asks Peter why the sudden hard sell and Peter explains that he wants Jameson to finally give him proper credit for the pictures he takes for the Daily Bugle before collecting his $800.00 check from the front desk.

Arriving at Empire State University, Peter goes to check his marks for his physics exam and meets with Marcy Kane, Phillip Chang, and Steve Hopkins. When Professor Sloan confronts him about his lack of discipline and questions how he could possibly pass his exams. Furious, Peter blows up at Sloan and this is the final straw with his academic problems and he simply walks away telling them that there is a world outside of the campus and he intends to live in it. Once far enough away, Peter's begins to question if he wants to quit school and considers his future relationship with the Black Cat and the threat of Dr. Octopus.

Octavius meanwhile is traveling through the sewers on his way to get revenge against Spider-Man and the Black Widow. Along the way, he comes across some vagrants living in the sewers thinking that he is their master, and he scares them away. Feeling he has waited too long, Octopus rushes off to get his final revenge against Spider-Man.

Elsewhere in the city, Peter crosses paths with Flash Thompson, his girlfriend Sha Shan, Harry Osborn and his wife Liz. They invite Peter to join them for lunch and Spider-Man decides to take them up on the offer. While at the Dannemora State Prison, the police turn over the super-powered criminal known as Boomerang over to the police. Locked up in his cell he vows to get revenge against Spider-Man. His vows are overheard by Frank Castle and when Boomerang questions who he is, he tells Boomerang that he is the Punisher and that if he wants to survive his stay in prison he will do exactly as he is told.

After having lunch with his old friends, Peter says goodbye and leaves after paying for the meal leaving them to feel as though Peter was saying goodbye for the last time. Aunt May and her fiancee Nathan Lubensky get the same feeling when Peter gives them some money to improve her new halfway house.

With all his personal affairs in the best order, he can make them, Peter changes into Spider-Man and returns to the hospital where he is greeted by Jean DeWolff and the police. Left alone with Felicia, Spider-Man tells her that he is not going to leave her, and decides to reveal his secret identity to her. Before he can unmask, his spider-sense goes off prompting him to alert the police of Dr. Octopus' approach. Climbing out the window Spider-Man appears just in time to see his old foe climbing up the side of the hospital.

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