Spider-Man is clashing with Dr. Octopus outside of the hospital where Felicia Hardy has been recovering from her injuries following her last clash with Dr. Octopus. Spider-Man at first has a handicap in that he is out of web fluid. Fixing this he resumes his battle against Dr. Octopus again but fails to keep the villain out of the hospital, forcing Jean DeWolff to have Felicia removed from the premises.

Only interested in Spider-Man at the moment, the villain chases the Wall-Crawler throughout the hospital but to no avail. In order to force Spider-Man into coming to him, Dr. Octopus snaps an elevator cable forcing Spider-Man to come to the people's aid, allowing for Octavius to knock Spider-Man down the elevator shaft. Following after Spider-Man, their fight takes them outside where Jean is overseeing doctors and police putting Felicia in an ambulance to pull her out of the location.

Spotting this, Dr. Octopus chases after them with Spider-Man in tow. Jean manages to stall Dr. Octopus by wrecking her roadster, smashing it into his mechanical leg, sending him toppling into a train yard. There Spider-Man resumes his fight with Dr. Octopus and the villain attempts to force the Wall-Crawler into the path of a speeding train. Spider-Man manages to free himself and pull Octavius in the path of the train, however, the villain is able to derail it.

Fleeing to a building under construction, Spider-Man sets up his camera and resumes his battle there. During the fight, the camera is knocked free and it is lost in the nearby lake. Here Spider-Man manages to get the upper hand tying up all four of Dr. Octopus' mechanical arms in steel girders. Willing to die to avoid defeat, Octopus sends the whole building crashing down, however Spider-Man, much to Octavius' humiliation rescues the villain's life. With the battle over, Spider-Man webs up Octopus and tells him that he can never defeat him again frightening the criminal before departing, leaving him to be collected by the police.

Meanwhile, at Dannemora State Prison, the Punisher offers Boomerang one more chance: Help him escape from prison or die.

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