ACT 2: Manhattan's Upper West Side: Even with the current development trends, there are still some slices of what used to be real neighborhoods left in the city. This is one of them. Old man Frenzetti opened his cigar shop in a time before cigars were the "in" thing. Before super-models posed on glossy magazine covers with cigars smuggled in from Cuba stuck between their collagen-filled lips. He's had his fair share of famous people pass through his doors: Nick Fury, the Thing, that short hairy guy from Canada. But times are changing and Frenzetti is filling it like his time is coming to an end. As he leaves his store, he steps into some kind of black oil covering the ground. The oil becomes somewhat alive and sucks Frenzetti down a sewer manhole, as he screams for help.

ACT 3: The next day in Forest Hills, Queens: Peter and his aunt May are looking at pictures of uncle Ben and his brother, Richard, Peter's father, and a buddy of theirs: "Big" Mike Callahan. Peter asks his aunt if she knows anybody that could help him know his father better. She tells him all that she knows.

ACT 4: Later that night, Peter (a.k.a. Spider-Man for first time readers!) web-slings up above the city, towards his apartment, which he shares with Randy Robertson, son of Robbie Robertson, editor-in-chief of the Daily Bugle, who happens to be visiting his son when Peter enters the apartment. Randy is so busy recollecting his encounter with the Green Goblin (also in the previous issue) that he barely notices Peter coming in. Robbie comes up to Peter to ask him how he's been holding up ever since Mary Jane's died in the plane crash. He replies that he's doing good, that he's still trying to sort things out, feeling envious that Randy has him to talk to. He asks Peter what's in the bag he's carrying. Peter explains that he wants to learn more about his father. Robbie proposes that rather than looking at old photos, he should find someone who really knew his father; an old buddy or something. Peter immediately calls aunt May and asks her where he could find Mike Callaway.

ACT 5: A short time later, Peter arrives at the bar owned by "Big" Mike Callaway, finding "Big" Mike in the middle of an intense argument with his son. Peter tells Callaway he knew his father and as soon as "Big" Mike takes a look at Peter, he recognizes Pete as Rich Parker's kid. "Geez! I haven't seen you since you were in diapers, kid!", he adds jovially, as he lifts Peter off the ground. After telling his son to do what he says and back off, he turns back to Peter and asks him what he can do for him. Peter explains that he wants to talk about his father. Callaway is more than happy to discuss of Peter's father.

ACT 6: A few doors down, at the Vargas Coffee Shop, Miguel Vargas cleans up after another fruitless day in business. He's pondering about the fact that there is no point to remain open late these days with all the competition from the big coffee chain stores and with Frenzetti disappearing. The thought of selling his coffee shop crosses his mind but he likes it where he is and he doesn't want to leave, especially not for those big time suits pushing him out. Suddenly, the drain of his sink gets clogged. As he reaches to unclog the sink, his arm is suddenly sucked in the drain and he is then thrown back against the wall. A squid-like arm reaches out of the sink and grabs him around the neck. It then pulls him back into the sink, as he fights for his life.

ACT 7: Meanwhile, "Big" Mike tells a story about Peter’s father that he thinks will make Peter see what kind of man his father was: "Your dad and I, we were on leave from the service. Came back to the old stomping grounds to raise a little hell, but mostly to relax. It was nighttime...really early morning. We'd had a pretty heavy night of partying. There we were, walking down the street and minding our own business when he heard an argument taking place down in some alley. Couldn't hear what was being said, but you could tell that things were going to come to blows. Your dad...he wants to see what's going on. Me...I want to mind my own business and go home and get some sleep so we can get up and party the next night. Of course, as always, we did what your dad said. We get halfway down the alley. We can hear the arguing louder and louder, and then the first blow. There was the biggest guy I ever saw getting ready to beat the heck out of a little guy. This guy was huge Pete...I kid you not! Bigger than me! Your dad...he never could stand a bully...so he walks right up and gets in this mountain's face. Asks him to back off. The big guy is practically snorting fire at this point, Pete. He's staring down at your dad and I could swear he's going to bite his head off. Your dad just smiles and asks what's going on. Like it was nothing. The guy starts ranting in your dad's face. Says the little guy is his no-good rotten son and that this is none of your dad's business. Then, before I can do anything to stop him, he takes a swing at your dad. And then I watched the most amazing thing I ever saw. Your dad...who was pretty good in a scrap for a little guy...takes the punch. It was a pretty good blow, too...but your dad just sucks it up. I wanted to jump in, but Rich stopped me with a look. He was hurt, staggered back, but he didn't take a shot at the guy. Your dad knew a thing or two, Pete. I'm sure he could've taken the big guy out, but he didn't. Instead...he looked up at him and asked, 'You think your son could've taken that one? How would that have made you feel? Feel like talking now?' The guy dropped his hands...they musta talked until the sun rose. In the end the father and son walked away. Your dad and I never spoke about what happened. He could've gone wild on the guy. Probably could've hurt him real bad. But he didn't. He was the kind of guy who believed in being responsible and not abusing what power he had. I’m not the only friend your dad had. You've go to look some more of them up, Pete. He was a good man, your dad. I hope you're doing him proud." Suddenly, "Big" Mike is interrupted by a scream coming from outside. "Big" Mike tells Peter to stay put and that he's gonna go check it out. Peter's spider-sense is going wild now. He knows that "Big" Mike will need his help.

ACT 8: "Big" Mike arrives at the source of the screams to find Miguel fighting for his life. He starts beating on the squid-like arms, which release Miguel. The super-villain, who identifies himself as the Squid confronts "Big" Mike. Spider-Man suddenly drops in (literally) and the two foes engage into a toe-to-toe fight. As Spider-Man gets the upper hand, "Big" Mike suddenly stops him: "You leave my son alone! You hear me? He’s not right in the head. He’s got problems." This gives the Squid the upper hand as he surrounds Spider-Man with his tentacles. "Big" Mike tries to talk his son out of doing anymore harm to anyone. As the discussion ensues, the Squid slowly release his grip on Spider-Man who, having regain his balance, jumps in front of "Big" Mike to defend him. The Squid furiously punches Spider-Man yelling that this is none of his business. Spider-Man asks him one thing: "Do you think your dad could have survived that one? How would that have made you feel? Feel like talking now?" "Dad...I’m sorry.", replies the Squid.

ACT 9: Later the next day...Peter is visiting aunt May, looking at pictures of his uncle Ben, his parents...when May speaks up and says: "You know, Peter dear. You learned to be the man you’ve grown up to be from your uncle Ben, but...more and more I see...you are your father's son." "I'm starting to see that too, Aunt May." replies Peter.