Peter Parker has just ended his relationship with the Black Cat, deciding to go out as Spider-Man, Peter can't shake the feeling that something is out to get him. Distracted by the sound of his neighbors giving up on suntanning that he doesn't see that his old alien costume has returned and disguised itself as one of his red and blue costumes. Ironically, he thinks about how the costume almost bonded had it not been for the help of Reed Richards removing it from his body. As he prepares to put on his web-shooters, Peter catches his reflection in the mirror and is horrified to see the symbiote reveal itself and cover his entire body.

Meanwhile, on the Lower Eastside, a gang of thugs robs an elderly woman of her social security money. One member, a jittery man named Pigeon, questions why they mugged the woman since they have been able to complete a bank robbery with their new wings. His pals, Sugar Face, and Gripes aren't overly concerned with Pigeon's worries, even if their leader, Honcho, is upset that they are late for their meeting. When they catch up with Honcho, he is furious that they are late and figures out that they mugged someone. He warns them that such attention will bring Spider-Man down on them, as they have all been captured by the wall-crawler in the past. However, Honcho hopes to change things since his stint in prison. An engineer by trade, he befriended the Vulture and charmed the notorious super-villain enough to learn the secrets of his wings. Having created them all flying suits, Honcho and his friends have become the Vulturions to make it rich and get revenge against Spider-Man.

---