In Amazing Spider-Man #2, after realizing that no one but him could stop the creature known as Shadrac (a.k.a. Greg Herd, a.k.a. Override), Peter made the fateful decision of reassuming the responsibility of being Spider-Man. This came after Mattie Franklin, who was granted the gift of power during the Gathering of Five ceremony, failed to perform as well as the real Spider-man when she adopted his identity when he decided to call it quits. Peter's wife, Mary Jane, who is away on photo shoots regularly doesn't know that Peter is still Spider-Man, although she is slowly starting to become suspicious.

In Amazing Spider-Man #9, Peter encounters Jonathan Rickman, a man who has in his possession, a list of names of people that were present during the accident that transformed Otto Octavius into Doctor Octopus, and granted Peter his spider-like powers. Mary Jane, who is away on a photo shoot, is still receiving phone calls from an apparent stalker/obsessed fan. Upon receiving his latest call, she rushes back to New York.

ACT 1: The story opens up with Doctor Octopus being dragged into a secret laboratory by his captor, Captain Power, and then being hoisted up to a wall and fastened to it using large mechanical devices.

ACT 2: Meanwhile at the NYU Medical Center, Peter wonders about how he was able to miss the battle between Doc Ock and his assailant, who remains unknown to him, and how the pieces of the recent events all fit together. He takes his leave to check in with his job at Tri Corp and then to go see how his Aunt May is doing. Once he is gone, the action turns to the New York Police Department who are gathering evidence from the closet in which Doctor Octopus was dragged in, and incapacitated in last issue. As one of the police officer attempts to grab a large piece of one of Dr. Octopus’ tentacles that was left behind, the tentacle suddenly becomes alive and stabs him right in the chest; it then starts crawling away by itself.

ACT 3: Later at the Tri Corp Research Foundation, Peter is meeting with Dr. Twaki, the head of the foundation. Twaki is starting to believe that perhaps Peter was not the right candidate for the job after all but he remains confident that Peter can become a great scientist; he does not fire Peter but he expects him to be more committed, more enthusiastic. Peter walks away, promising himself that he will do his best to keep this job, that he’s not going to blow this one.

ACT 4: Half a world away, Mary Jane Parker, super model and wife of the hapless Peter, deals with problems of her own. Mainly trying to get a flight back home as early as possible so as to warn Peter that somebody wants to kill him, because the assassin is deeply infatuated with her. At that moment back in New York City, the assassin has picked up the call made by Mary Jane to the airline agency.

ACT 5: Peter arrives home to the penthouse apartment he shares with Mary Jane and his aged Aunt May, where he founds a distressed Jill Stacy in tears. From what Peter can gather, her father, Arthur Stacy is scared of Senator Ward. Her not-so-nice-brother, Paul, storms in behind Peter and drags her out of there saying that she doesn't need to get Peter Parker or his buddy Spider-Man involved in this matter.

ACT 6: A short time later, on the other side of the world, at the local airport, Mary Jane tries to contact Peter but once again the answering machine picks up. She does leave a message, however, that explains about the phone calls and the stalker. What she doesn't know is that the stalker has the line tapped and he is listening to the entire message.

ACT 7: At that moment, Peter is far from home and in full Spider-Man mode. He arrives at the General Techtronics Labs, who have been vacated since the terrible explosion that created Doctor Octopus and led to the creation of our friendly neighborhood Spider-Man. He gets chilled just thinking about it.

ACT 8: Inside that same building, we found ourselves in the middle of a conversation between Captain Power and Doctor Octopus. Doc Ock infuriates Captain Power when he boldly reveals to him that he knows his identity, and Captain Power storms out of the building through the roof, just as Spider-Man enters the building. Spidey asks Doc Ock where Captain Power is heading but is attacked by the separated tentacle that had been left behind at the hospital. While Spider-Man tries to fend off the attack, Doc Ock explains how Captain Power came to be: "There was an explosion...one which occurred due to no fault of my own. My calibrations were, as always, flawless. But GTL (General Techtronics Labs) chose to make me their whipping boy. I was disowned, disgraced and left to fend for myself against the coming storm. Interestingly, while I was cast aside by GTL, they chose to keep the patents and all rights to my works. The company was disbanded and I was the primary defendant in all the civil lawsuits, which followed. Though, given my change in legal status, the lawsuits were pointless. But there was one who tried. A former assistant, Dr. Christina Carr. She was crippled in the blast and sought vengeance against me. The poor thing apparently became emotionally unbalanced in the aftermath. When she could not take out her rage upon me...she set her madness against everyone else who was connected to the blast, including the victims she felt had been unfairly spared. Now she is going to destroy that which GTL has become – Tri Corp! And she plans on beginning with Dr. Twaki...my former supervisor...the man who cast me to the wolves. Twaki deserves death for what he did. It is exactly why I orchestrated this little charade. Carr's madness was caused by exposure to radiation at the time of the explosion. It caused a mutagenic reaction in her blood. But with madness came great power...and the ability to morph into a being of great power. The problem is…she is killing herself every time she uses the power. But I can tell you how to stop her…if you are fast enough". Once told by Doctor Octopus how to defeat Captain Power, Spider-Man rushes in the direction of the Tri Corp Foundation.

ACT 9: At that moment at Tri Corp, Captain Power comes crashing through the Tri Corp building and finds Doctor Twaki. He is about to dispose of Twaki when Spider-Man enters the scene. A battle follows. It ends quickly when Spider-Man tricks Captain Power into grabbing some electrical wires, which Spider-Man plugs into a machine that sends an energy transversion that shorts out Power's mutagenic morphing power. Carr is still alive but her appearance is that of a hideous creature straight out of a scary movie.

ACT 10: Later, Peter stops by the hospital to visit Jonathan Rickman but the latter has passed away. He goes up to the roof, switches into his Spider-Man costume and swings away.

ACT 11: Mary Jane is aboard her flight back to New York City, reading a copy of the Daily Bugle, which features pictures taken by her husband Peter. She suddenly realizes that the only way Peter was able to get such good shots of Spider-Man before was because HE was Spider-Man. She ponders the thought of him wearing the costume again when the story fades to the stalker who is calling for a cab. He asks the cab driver to give him a hand to put a large suitcase in his trunk. When the cabbie grabs the suitcase, it is empty. The stalker hits him from behind, puts him in the suitcase, which he puts in the trunk of the cab, and drives away towards the airport.