n the police station, a woman claims that Spider-Man kidnapped her baby. However, the police department realizes she one of the dozens that claims that the baby is theirs.

As Spider-Man fights the Vulture, Freak attacks Vulture, allowing Spider-Man to escape. Suddenly, Spider-Man is attacked by Rhino.

Meanwhile, at the Coffee Bean, Tombstone attacks Carlie and demands that she tells him Menace's real name. A group of cops and firemen appear to try to save Carlie, but Tombstone escapes and takes Shocker with him. Carlie decides not to tell about Lily being Menace and leaves, but not before hearing that Peter is not amongst the place's wreckage.

In the Kravinoff mansion, Octopus talks with Chameleon, revealing that they have been tracking Spider-Man due to a small device called Octo-Tracker, Octopus's version of the Spider-Tracer.

In 587 Park Avenue, Mary Jane takes Harry and Lily to their producer Shelly Hatton. Mary Jane convinces Shelly to let them use his panic room to protect Harry and Lily. Just as she is about to seal the room, Harry stops her, telling her that he has a plan.

Spider-Man continues to fight Rhino and tries to keep the baby safe. Just as Rhino is about to attack, Spider-Man convinces him to let him take the baby to Avengers Mansion to protect the baby. Rhino accepts and Spider-Man arrives to the mansion. However, as he arrives, the baby is revealed to be a doll and a demonic baby attacks him. Spider-Man enters to the mansion's garden, but he suddenly realizes that the mansion and the babies are one of Mysterio's illusions. Knocking Mysterio out, Spider-Man remarks that the real Avengers Mansion would have security systems. As he swings away, Spider-Man finds Harry, who tells him to give him the baby. Spider-Man accepts and wraps some trash in baby blankets to confuse the villains. Then, Spider-Man is attacked by Vulture and Freak, who fall in the fake baby trap. Spider-Man defeats them and returns to Harry, who tells him that the baby is dead. Angry, Spider-Man vows to make Octopus and the villains pay. But as he swings away, Harry is revealed to be the Chameleon.