Jameson and Jay escape from the base in Jameson's limo as the Spider-Slayers attack them. Spider-Man and Scorpion fight in John's shuttle. Spider-Man tries to call the New Avengers with his communicator, but he gets connected to Squirrel Girl, who is taking care of Danielle Cage. Frustrated, Spider-Man hangs up and continues fighting Scorpion. Spider-Man then tricks Scorpion into smashing the fuel intake hatch.

Max Modell makes contact with John, who tells him that, outside the comm channel, the shuttle is out of control.

However, one of Doctor Octopus's octorobots has stowed into the shuttle. Octopus notes that if John doesn't survive, he will not be able to complete the octahedral in time. So, he uses the octorobot to allow John to regain control of the shuttle.

The shuttle's boosters uncouple, separating Spider-Man from Scorpion. This leaves Spider-Man in free fall, however. Suddenly, he is saved by Ms. Marvel.

Frustrated that the shuttle regain control, Smythe then claims that his Spider-Slayers will attack all of Jameson's friends and family.

Spider-Man and the New Avengers then fight the Spider-Slayers to defend Jameson, who says that his wife Marla is also in danger. Spider-Man then remembers that Marla is taking Aunt May to the spa today. While Luke Cage and Iron Fist remain behind to protect Jameson, Spider-Man boards the Quinjet and tells Jewel and Ms. Marvel to fly over to the Daily Bugle and defend it while he goes to the spa. Ms. Marvel and Jewel arrive at the Daily Bugle, while Spider-Man, the Thing and Mockingbird fight the Spider-Slayers at the spa. After the New Avengers notice that these Spider-Slayers can predict their moves, Spider-Man then realizes that Smythe must have found a way to replicate his spider-sense. Spider-Man asks the Thing to protect Aunt May and Marla while he goes to get something that might stop the Spider-Slayers.

Spider-Man goes to Horizon Labs, changing into Peter. There, he finds Max Modell who tells him that they must talk about "him and Spider-Man."