In last issue, it was revealed that the robber sold the items to J. Jonah Jameson, one of Spider-Man's worst enemies. J. Jonah Jameson was then forced by Alistair Smythe, whose father, Spencer Smythe, was the creator of the original Spider-Slayers, to set up a trap to capture Spider-Man using the stolen costume and web-shooters (Smythe threatened Jameson that he was going to kill his wife and son if he did not do as told). However, Smythe did not intended Spider-Man to figure out where his lab was, which our hero did. While Spider-Man proceeded to destroy spider-slayer after spider-slayer thrown in his direction by Smythe, Smythe used this as a diversion and he sent his new and improved spider-slayer (we're talking huge; with six arms) to kidnap J. Jonah Jameson. Having defeated all the spider-slayers sent his way, Spider-Man had thought he had finally beaten Smythe. However, the latter had other plans. When we last saw Spider-Man, he was lying on the ground, a small spider-slayer glowing green wrapped around his head, trying to suck his brains out.

ACT 1: The small spider-slayer attempts to penetrate Spider-Man mind, but our hero manages to free himself from its grip. As he does, the giant spider-slayer attacks him. He empties his web cartridges and momentarily traps the slayer inside a large web cocoon. Smythe laughs at Spider-Man's pathetic attempt to stop his robot, which easily breaks the web cocoon. Smythe explains to Spider-Man that while the slayer was connected to his brain (at the end of last issue) it established a psionic connection to his mind, literally absorbing his brain waves into empathic pieces of data. The data was then downloaded to a central processor, and that processor is currently transmitting instructions to all of Smythe's other miniature slayers, and it is telling them to go out and seek and destroy all those who Spider-Man cares about. Spider-Man has but two choices: (1) to fight the latest spider-slayer and protect Jameson or (2) follow the miniature slayers and protect his and Jonah’s friends and family. As the giant spider-slayer takes a swing, Spider-Man quickly grabs Jonah and takes off, web-slinging away.

ACT 2: A short time later, after losing the spider-slayer, Spider-Man and Jameson stop their running away and rest on a nearby rooftops for a few seconds. Jameson tries calling his wife and son to warn them of the small slayers heading their way. However, the reception on his cell phone is bad so he asks Spider-Man to help him get up higher to get a better reception. Spider-Man grabs Jameson and starts climbing the outer wall of the building upon which he was resting. Moving too fast, Spider-Man causes Jonah to drop his cell phone. Spider-Man realizes his mistake and decides to get to Jonah's wife before taking care of his own family and friends but first, he drops Jonah off on the nearest rooftop.

ACT 3: Meanwhile in Washington, D.C. at the office of Senator Stewart Ward of New York State. Susan Strong, top aid to Senator Robert Kelly, is smooching with Senator Ward on his couch when he asks her if Senator Kelly will support him since he offered his support to Kelly. Susan doesn't appreciate being used to get to Senator Kelly so she pushes Ward away, telling him that she will not be used by him or any other man. His back turned to her, Ward raises his hand, which is now completely covered with blisters (first seen last issue).

ACT 4: At that moment in the home of Jonah and Marla Jameson, a small spider-slayer receives a radio signal and creeps eerily closer to Marla Jameson. At that exact moment, Spider-Man comes crashing through the window and destroys the slayer. He departs as quickly as he arrived. The giant spider-slayer is still hot on his trail and he does not dare endanger anybody. Our hero does not know yet how to defeat the slayer so he has to resort to slowing it down using his webbing and pretty much running away.

ACT 5: The apartment that Peter shares with Randy Robertson, where Randy is having a little get-together with some friends including Jill Stacy and Gloria Grant. This is where Spider-Man heads next. Knowing full well that his friends would be suspicious of seeing Spider-Man enter and exit his apartment, Peter decides to change back to his street clothes. As he enters the apartment, he has no choice but to join the party in hopes of finding the small slayers. His spider-sense suddenly goes off and he notices a small pair of glowing red eyes in the bathroom. He goes in, cutting in front of someone, pretending to really have to go to the bathroom. Outside the bathroom, Jill, Gloria, and Randy are perplexed as to the noise they hear coming from the bathroom. Peter finally comes out and tells them to give the "place a few minutes or two" before going in. His spider-sense again goes off. Looking out of the window, he sees the giant spider-slayer heading towards the apartment. He quickly says goodbye to his friends and leaves.

ACT 6: The battle between Spider-Man and the spider-slayer continues, as Spider-Man makes his way towards his next destination: Aunt May's Forest Hills house. As he arrives there, he sees the shadow of one of the small slayers behind one of the curtains of the living room window. Living room in which May is reading in book. Fearing that his aunt could further suspect his connection with Spider-Man, he is unsure of what to do. His anger gets the best of him and he turns around to face the robot. He starts pummeling it like a madmen until the robot is reduced to pieces. At the same time all over the city, the small slayers all fall down. Somehow they were all connected to each other. Defeating the giant slayer was all it took to stop the small ones.

ACT 7: At that moment at the Daily Bugle offices, Smythe cannot believe that Spider-Man has just defeated his latest creation. Jameson walks in, bat in hand, and tells Smythe that it is over. Smythe asks Jameson what a coward like him will do. Jameson takes a swing with the bat and sends Smythe to the ground. It is assume Smythe will not bother Jameson anymore.

ACT 8: The Parker Residence. Aunt May is reading when she hears a knock on the door. She answers the door. It's Peter, paying her a visit. As they talk, Peter's spider-sense suddenly starts buzzing lightly. Out of the corner of his eye he notices one of the small slayer still active, crawling on the floor. He nonchalantly steps on it, destroying it. Aunt May asks Peter what it was. He replies: "Just a little spider, but I took care of it."