Peter Parker/Otto Octavius visits the grave of Otto Octavius to say goodbye to his old life. From now on he is Peter Parker and, as he hears news of heavy fire at Empire State University, from now on he is Spider-Man!

Announcing themselves as an all-new Sinister Six, Boomerang, Shocker, Speed Demon, Living Brain, Beetle and Overdrive (who is driving the Big Wheel) are in the process of stealing a barometric oscillator from Empire State University! The police try to stop them but it looks like they’re about to escape when the Superior Spider-Man arrives on the scene! He takes out Living Brain easily but gets pounded by Speed Demon! He decides that he’s had enough and starts to swing away! He changes his mind when an exploding boomerang is heading for an unprotected police officer. He dives in front of it and saves him, but as he lies stunned, he can’t work out why he chose to sacrifice himself! Boomerang tries to cut his throat but Spider-Man recovers enough to slash his chest with his new claws! With Spider-Man still recovering from the explosion, Boomerang, Shocker, Speed Demon and Beetle hop aboard the Big Wheel and they escape. Spider-Man is heralded a hero by the police officers so he asks them if he can have the Living Brain shipped to his “associate” at Horizon Labs…

A short while later, Peter/Otto takes delivery of the robot. Grady Scraps offers to help but Otto accesses Peter’s memories and realises that he’s a liability and says no. Max Modell visits Peter/Otto as he works and discusses Peter/Otto’s work for Spider-Man and the weapons he builds. Peter/Otto shocks Max when he produces a list of the peaceful applications his new technologies have and Max leaves him to his work. Peter/Otto gets frustrated at the fact that all his achievements will now be recognised with Peter Parker’s name but comes to accept that he is Peter Parker now. He gets a phone call from Mary Jane Watson who confirms their date for tonight.

During dinner, Peter/Otto realises that there are benefits to his new situation… as he stares at MJ’s chest! As they eat he listens in on his headset to the Sinister Six’s plan, having injected Boomerang with nano-spider-tracers earlier. Each tracer is fitted with GPS tracking and audio transmitters so he knows that they’re heading for Horizon Labs for an atmospheric condenser. MJ is shocked that Peter/Otto hasn’t done anything about them but he explains that he’s laying a trap. MJ’s isn’t convinced this is a good idea, especially when Peter/Otto starts glugging down the wine!

At dawn, Boomerang, Shocker, Speed Demon, Beetle and Overdrive begin their raid on Horizon! Speed Demon quickly locates the atmospheric condenser but, as they exit, they are confronted by Spider-Man! He has blocked their escape with webbing and has a few tricks up his sleeve! Speed Demon charges so he taps the spider on his chest and initiates Plan Omega Three which causes the pavement to become frictionless (Peter/Otto having created and applied a mixture earlier to the pavement) and Speed Demon to skid over! Spider-Man shoots his webbing at Speed Demon, so accurately that it smashes into his throat, rendering him gagging for breath! Spider-Man’s next ploy is Plan Epsilon Five which activates a power dampening field (also installed by Peter/Otto earlier)! Shocker’s gauntlet’s short out, Beetle is unable use her super strength to lift the atmospheric condenser and Overdrive’s Big Wheel suffers a power failure! Spider-Man webs Beetle, swings her into Big Wheel which crashes on top of Shocker! The press, including Norah Winters, invited by Spider-Man to watch are impressed! Boomerang is bewildered as to how Spider-Man has got the drop on them so much. Spider-Man explains that he pieced together their plan to use the barometric oscillator and atmospheric condenser to create a weather machine. Boomerang gives in but Spider-Man is having none of it! He punches Boomerang repeatedly, smashing his helmet and leaving him a bloody mess! Spider-Man’s about to deliver a killing blow, to send a message to the world, when his hand is stopped! As Boomerang is carted away by the police, Spider-Man wonders why he didn’t kill him. Unbeknownst to him, we see an apparition of Peter Parker standing with him! Peter says that he won’t let Otto kill and ends with “I don’t know how but I am still in the fight! I am Peter Parker. And I swear I will find a way back!”