ACT 2: Meanwhile across town, in the offices of the Nexus Industries. Doctor Otto Octavius (a.k.a. Doctor Octopus) is meeting with the head of Nexus Industries: an individual named Carlyle. The latter explains that his company is interested in Doc Ock’s work in cybernetics and that he is willing to put an offer on the table that will be more than acceptable. He asks Otto if he has brought "them" along (meaning the metal tentacles). Otto tells Carlyle that they are in the suitcase sitting on the table in front of him. Carlyle attempts to open the suitcase but it is locked. Suddenly, by simply using the sheer power of his mind, Doc Ock excerpts the tentacles from the locked suitcase, which explodes into small pieces. He explains to Carlyle that they obey to him whether they are attached to his body or not, and that there is a slight delay in the process the farther away they are. As well, he adds that they will not respond immediately if something is in the way, such as steel plating. Amazed, Carlyle leaves Doc Ock and goes to get the rest of his team. Once out of the office, Carlyle tells the two men that were with him to leave, as their services are no longer required. He then presses on a button, which activates a system that propagates sleeping gas in the room where Doc Ock is patiently waiting. Unimpressed and furious, Doc Ock manages to put on his harness bearing the metal tentacles to try and save himself. However, as he goes to strike the walls down, he comes to the realization that they are made of steel: the sleeping gas taking over, he drops to the floor in a large thud.

ACT 3: Peter is attempting to reach Mary Jane, who is now back in Los Angeles, but although she is there, she tells the receptionist that she does not want to speak with him. We, the readers, are left wondering if these two are ever going to get back together again.

ACT 4: Unwillingly detained and strapped inside a cylindrical glass container, Doc Ock faces Carlyle. Carlyle retells his ascension to the head of Nexus Industries and how slowly he managed to develop his own metal tentacles, based on Otto's original creation. He then proceeds to take off his lab coat and he reveals them to Doc Ock. The latter cannot but stare at Carlyle since his tentacles are locked into a steel-plated box suspended in mid-air, meters away from him. But unknowingly to Carlyle, Otto is mentally trying to free the tentacles so that he can free himself from the glass container, which only contains enough air for 24 hours.

ACT 5: Forest Hills. Aunt May's house. Peter is visiting her with the hopes that she can provide him with some advice about what to do to get Mary Jane to accept his apologies. May replies that Los Angeles is not in another country and that she has never seen anyone make a movie before. To that, Peter smiles. They leave the next day for Los Angeles.

ACT 6: The Airport. While going through the security gates, the guards stop May and Peter and they start checking through his luggage. They find his two web-shooters and ask him what they are. Aunt May quickly interjects telling the guards that they are for "geriatric gynecological work…and that they go around the ankles and into the stirrups so they can get a better look at her…". The guards rapidly put the web-shooters back into the luggage and they let them go.

ACT 7: A New York Bank. Wearing a black trench coat, Carlyle enters the bank and tells the teller that he would like to make a withdrawal. The teller asks him what his account number is. Deploying his metal tentacles, Carlyle replies that he will just take it all. Security guards try to stop him but they are quickly taken care of. He then tells the remaining tellers to hand him over the money. All of it.

ACT 8: Trying desperately to escape his glass prison, which is about to run out of air, the real Doctor Octopus concentrates hard to free his metal tentacles, which in turn will free him from his containment unit. Slowly, the tentacles start banging on the steel-plated walls of the box in which they are contained. Gradually, the steel walls begin to fall apart and finally, after hours of desperation, they are free. Using his last breath, Doc Ock instructs his tentacles to break him free, which they do.

ACT 9: Los Angeles. The studios where Mary Jane is shooting a movie. Mary Jane is talking to the producer of the movie she is starring in. He tells her that she will be playing the wife of a superhero and that as long as she can get into the lingerie, that's all that anybody cares about. The producer walks away, Mary Jane staring at him angrily. Voices nearby get her attention. They belong to Aunt May and Peter. Peter has a hard time convincing the guard at the gate to let him in. Mary Jane comes to him: "Hello Peter". "Just give me five minutes before you have me thrown off the lot, MJ. " he replies. "You’ve got two. Make the best of them".