ACT 1: Peter Parker awakens bright and early, dons his Spider-Man costume, and swings off across town to pick up his paycheck at the Bugle. But, as he web-slings between the skyscrapers, he is unaware that Morlun is spying on him. As he comes to rest on the rooftop of a building, Morlun makes his presence known and attacks him. Spidey dodges his attack and craws alongside the Daily Bugle building to try and distance himself from Morlun. But Morlun tackles him and sends the two of them crashing through J. Jonah Jameson's office window and into his office. Spidey tries to take the fight out of the office, so as to not endanger innocent bystanders, but Morlun grabs hold of his leg and throws him through a wall. Spidey stands back up and proceeds to break a table and a computer monitor on Morlun's head. He then exits the building through the broken window, closely followed by Morlun, who doesn't seem to have been fazed by having those things smashed on his head.

ACT 2: Morlun makes up ground and tries to tackle him while in mid-air. Spidey dodges his attack, shoots a web-line at his opponent and, using the momentum of the web-line, sends Morlun crashing into the concrete sidewalk several floors down below. Within seconds, Morlun is back on his feet and after him. Spidey heads towards Empire State University and crashes through a window and into a genetics lab. Morlun shows up and once again attacks him. Spidey defends himself admirably but that is still not enough to incapacitate Morlun who grabs hold of his ankle in mid-air and sends him flying into a concrete column, which breaks upon impact. Bleeding, bruised and battered, Spidey stands up and tries to web up his adversary. Morlun snags the weblines before they hit him and he pulls Spidey towards him and punches him with all his strength. Spidey is sent flying through a concrete wall and into a dumpster lying on the pavement on the other side of the wall. As Morlun makes his way towards him, Spidey grabs the dumpster and throws it at Morlun. With the simple movement of his hand, Morlun tosses the dumpster aside and proceeds to punch Spidey in the gut and smash his head into a nearby mailbox. Spidey is now bleeding profusely, lying in a pool of his own blood. Morlun approaches him and comments that he's fared better than most of his kind. Thinking of his Uncle Ben, Aunt May and of Mary Jane, Spidey somehow finds the strength to carry on. Swiftly, he stands up and punches Morlun in the gut, then in the face, then he uses a lamppost to beat the snot out of him, then he grabs a nearby pickup truck and proceeds to crush Morlun into a concrete wall. Still, Morlun refuses to give in. As Morlun lies on the ground, Spidey proceeds to punch him over and over and over again. Morlun stops moving but for a seconds, making Spidey think that he has won. Suddenly however, his eyes re-open and he tells Spidey that he will tell his family that he did his best. He then proceeds to, at an amazing speed, to pull Spidey's left eye right out of the socket and eat it. Blood pouring out of skull, Spidey cannot believe what just happened. Morlun does not give him much time to think about it and he proceeds to beat him to death. At issue's end, Spidey lies in a pool of his own blood.

To be continued in Friendly Neighborhood Spider-Man #3.