In last issue, a new villain was introduced. His name: Shadrac. His purpose: getting into Norman Osborn's vault located underneath the Osborn Industries edifice. The new Spider-Man tried to tackle the latter but ended up badly injured. Fortunately, Peter Parker, the original and real Spider-Man, arrived just in time to save him. When Peter took off the new Spider-Man's mask off, he was revealed to be a girl, Mattie Franklin, one of the participants in the Gathering of Five ceremony, who adopted the mantle of being Spider-Man when the latter decided to call it quits. Mattie had obtained the gift of power at said ceremony, which also involved Norman Osborn, who had obtained the gift of insanity, although he had originally thought he had gotten that of power. (This storyline was showcased in Sensational Spider-Man #32, Amazing Spider-Man #440, Spider-Man #96, Spectacular Spider-Man #262, and Sensational Spider-Man #33). Realizing that no one but him could stop Shadrac, Peter made the fateful decision of reassuming the responsibility of being Spider-Man. So he jumped back into action.

ACT 1: Spider-Man continues the pursuit but Shadrac has already disappeared into a nearby alley, where he is confronted by a man named Dolman. It is revealed that Dolman was the owner of one of the pieces utilized for the Gathering of Five ceremony before it was stolen by agents of Norman Osborn. Shadrac's identity is also revealed: that he was Gregory Herd, also known as the super-villain Override. Gregory had had hoped that he would obtained the gift of infinite wisdom thru the ceremony so as to save his wife who was very badly hurt during a previous encounter with Spider-Man and some hired assassins (in Sensational Spider-Man #25). Unfortunately, he had acquired the gift of death. However, the death was not sudden. Instead, it was and still is a long, painful one, where the flames surrounding his body sear him from inside out. In this grotesque form, Gregory still managed to figure out who had gotten which power from the ceremony so he went after the pawnbroker, Morris Maxwell, who, during the ceremony, had appeared to have been driven insane when in fact, he was the recipient of the gift of knowledge. Gregory had hoped that Maxwell would be able to save him or his dying wife but he didn't ask the right question and the answer he obtained got him to seek out the Long Island home of Robert Drake, also known as Iceman, a mutant member of the X-Men. For no reason at all, Gregory had attacked Iceman when the latter had opened the door. Dolman explains that it was him who had Shadrac attack Iceman without provocation, as he has the ability to control the creature's mind; a side benefit of his lengthy bond to the spindle. A spindle that he now wants to regain and which was what he was looking for (in the last issue) earlier at Osborn Industries when he commanded Shadrac to break into Osborn's vault to retrieve it; until Spider-Man showed up and altered his plan.

ACT 2: Meanwhile, at the Tri Corp Research Foundation, Peter is making a quick stop to pick up an old pair of web-shooters, since Mattie's costume did not have any, as she had the ability to soar in the air. Peter is confronted by Javier, who has a fit for some stupid reason, and must blow off his co-workers and boss to go after Shadrac; passing on a great opportunity offered to him by Dr. Twaki. Javier uses the occasion to try to persuade Twaki that Peter doesn't have the commitment necessary to perform at Tri Corp.

ACT 3: Dolman and Shadrac have made their way to Morris Maxwell's pawnshop. It is closed. Using his telepathic link to Shadrac, Dolman orders him to blow up the door, which he does unwillingly. Two cops driving along in their patrol car see the explosion and decide to investigate. Again, Shadrac is forced to fight with the cops. At that same moment, Spider-Man is web-slinging along in search of Shadrac when he notices several police cars all heading in the same direction. He drops onto to the roof of one of them and catches a ride. He's been riding only for a few seconds when he hears a voice behind him. When he turns around, he recognizes Iceman, who is also after Shadrac for the reasons explained earlier.

ACT 4: Shadrac is in extreme pain. Cops are shooting at him from every directions but Dolman's mind control over him is too strong. Shadrac tries to explain to the cops that Dolman is using him as a distraction so that he may get to Maxwell but they do not listen. In his fiery madness, he sends the cops flying all over the place. That's when Spider-Man and Iceman finally jump in. Iceman uses his amazing freezing powers and buries Shadrac under a huge pile of snow. It still doesn't stop him. Spider-Man then decides to go toe-to-toe with Shadrac. He wraps webbing around his hands and asks Iceman to cover them with ice. He then jumps back into the action and starts pummeling Shadrac while Iceman attemps to "ice" Shadrac. Strangely, Shadrac begs them to cover him up with ice again, as it helps the pain and helps him fight Dolman's mind control. As per his request, Iceman covers him up. Shadrac quickly explains that Dolman must be stopped from getting the spindle since Maxwell told him that it would send Dolman's power out of control; power that was activated by the Gathering of Five ceremony. Spider-Man and Iceman are confused as to what they are suppose to do now. Shadrac provides the answer: "You've got to freeze my blood...what blood I still have...freeze it...lower its temperature as much as you can. To absolute zero if you have it in you".

To be continued in the pages of Peter Parker Spider-Man #3.