PREVIOUSLY: In Amazing Spider-Man #546, Peter Parker journeys into Manhattan to try and find himself a job to pay the rent of an apartment his friend Betty Brant tracked down for him. Alas, interview after interview, he fails to find employment. So when Harry Osborn invites him to go out "clubbing" with his girlfriend Lily Hollister and best friend Carlie Cooper, he immediately accepts the invitation. Meanwhile, in another part of town, crooked detective Willowby meets the henchmen of a criminal boss known as Mister Negative to hand over a briefcase he stole from his precinct's evidence room. However, the henchmen double-cross him and take the briefcase for themselves. Unfortunately for them, Mr. Negative appears on the scene and cuts them to pieces using some kind of electrified sword. While Willowby runs away in terror, Mr. Negative opens the briefcase, revealing some kind of ancient stone with hieroglyphs imprinted on it.

In Amazing Spider-Man #547, Peter Parker saves J. Jonah Jameson's life by giving him mouth-to-mouth resuscitation. While Jonah is transported by ambulance to Mt. Sinai Hospital, Joe "Robbie" Robertson asks Peter to contact Spider-Man, as he's the only one that can save the Daily Bugle from being bought out, which in turn will save Jonah's life. Peter consents by donning his Spider-Man costume and swinging off into the night. Elsewhere, the Spider-Mugger, whose actual name is Boyle, is cashing in on his latest robbery by selling the wallet he stole from Peter and attempting to sell one of Peter's webshooters, which he's mistaken for a watch. The buyer, a man named Dooley, takes the wallet but not the "watch". Boyle tries to convince Dooley to take it but gives up on trying to sell it to him when he accidentally launches a spider-tracer across the room, followed by a strand of webbing, causing him to realize what he has in his possession. A few feet away from Boyle and Dooley, a man named Bruno Karnelli sits at the bar, complaining to the barman that he wasn’t invited to partake in a meeting of the two main maggia families in New York City, the Karnellis and Manfredis. Unbeknownst to Bruno, who reveals he's made a deal with some shady people, the spider-tracer launched by Boyle lands on his jacket. As both Boyle and Bruno leave the bar they were frequenting, Spidey swings by and he picks up not one but two signals from his spider-tracer. He doesn't know which one to follow until Bruno is kidnapped and thrown in the back of a van. He takes off after the van but loses its tracks when he is required to save the lives of innocent bystanders threatened to be crushed by a falling sign. Meanwhile, at Mt. Sinai Hospital, Marla Jameson calls her lawyer and has him draw up the necessary papers to sell the Daily Bugle to Dexter Bennett.

Outside the Vandemere Hotel, Harry Osborn, Lily Hollister and Carlie Cooper happen to be driving by in a limousine, just as Spidey swings out of one of the hotel windows, obviously heading in the direction where the Karnelli and Manfredi kids can be found. Witnessing Spidey's departure from the hotel, Harry's mood suddenly becomes somber and he utters angrily under his breath. Carlie, a crime scene officer for the NYPD, asks to be dropped off so she can check out what is going on. As the limousine speeds away, Carlie approaches one of the police officer in charge of the situation and she offers her help. Seeing as she is a rookie, the officer tells her to leave the scene to the professionals and head back in the lab. As she walks away, one of the other officers makes him realize that Carlie is the daughter of a late policemen, whom they knew. Apparently, Carlie’s father was a good cop.

Boyle, the man behind the mask of the "Spider-Mugger", meets his buyer, Dooley, in a back alley behind a bar, and asks that Dooley return to him what he recently sold to him. Dooley refuses so Boyle uses his web-shooter and snags Dooley's arm. However, Boyle is not used to using them, as Spidey would, and Dooley quickly grabs the end of the web strand and pulls Boyle toward him. He then grabs Boyle in a chokehold, demanding to know what he is up to. Struggling to break free, the reader does not find out if Boyle survives the ordeal.

Across town, having used all the webbing in his one and only web-shooter, Spidey is forced to go down to street level to try and catch a cab. Back at the Vandemere hotel, the adopted Karnelli member tries to warn the Karnelli and Manfredi wives that they and their kids are in danger, but they do not respond when he calls them on his cell phone. He deduces that they must already be at the circus, where they were taking the kids, and they must have all turned their cell phones off.

Unable to get a cab to stop for him, Spidey takes matters into his own hands and jumps on top of one of the cabs passing by. At first, the driver wants Spidey to get off the roof of his car, but he soon agrees to drive Spidey to his destination when he finds out what is at stakes.

At Mount Sinai Hospital, Marla Jameson is visiting her husband J. Jonah Jameson, who is recuperating from a heart attack. As she talks to him, Jonah regains consciousness and the first thing he asks is if the Daily Bugle is okay. Marla shamelessly looks away.

At the Daily Bugle, Joe "Robbie" Robertson has everything under control. Gloria Grant, Jonah’s secretary, informs Robbie that Dexter Bennett is there to see him. Bennett walks in and starts barking a bunch of nonsense, as well as ordering people around. Robbie attempts to engage Bennett into a conversation but Bennett just continues ranting about this and that. When Robbie finally gets his attention, Bennett lets Robbie know that Jameson has sold him every last one of his shares (Marla did), which means Robbie and his staff are all working for him now. Having said that, Bennett slips a few dollars in Robbie's shirt pocket and tells him to go get him a turkey club and a diet Pepsi. Stunned, Robbie reveals that he is the Daily Bugle's editor-in-chief and that, for Bennett's own personal well-being, he is going to pretend that the last two minutes did not happen and that he was somewhere else.

Thanks to a friendly cab driver, Spidery arrives at the circus. His arrival does not go unnoticed however. Inside a nearby limousine, Mr. Negative spots him and instructs his henchmen to keep him busy long enough for the "device" to go off. Wasting no time, Spidey takes center stage of the large tent where everybody is gathered and announces to the crowd that they need to calmly make an orderly exit. As the crowd wonders if he's the real Spider-Man, Mr. Negative's "Inner Demons" join Spidey and a fight breaks out. Assuming that it is but an act, nobody leaves his or her seat. Spidey wished he had his web-shooters, as it would be so much easier. Using nearby bungee chords, Spidey launches himself at his attackers. One after the other, he takes them out. His spider-sense suddenly kicks in even louder, warning him of impending danger. Looking around, he spots some kind of device hidden underneath the last row of seats; it has only 6 seconds left until it detonates. Swinging at full speed, Spidey makes it to the device and, using the same bungee chords as earlier, sends it hurling as far away from the last few rows as possible, deducing that Mr. Negative planted the device at that location because it is where the maggia family members are sitting, and that the gas it contains is only fatal to the mob children, and not everybody else. As the device detonates, Spidey instructs the maggia relatives to take their kids and get out of there as fast as they can, as the gas spreads rapidly. Realizing that this is no joke, the maggia women grab their kids and make their way out of the tent, to safety. When Spidey exits the tent, he is shocked to find Mr. Negative holding a hostage at knifepoint. Mr. Negative tells Spidey that he’ll released the girl in exchange for his blood. Having said that, he tosses Spidey some kind of large syringe. Out of webbing and knowing full well he wouldn’t be able to safely rescue the hostage, Spidey sticks the syringe in his arm and withdraws some of his blood. As he does so, Mr. Negative explains that he has just enough "Devil's Breath" for one more dose and he intends to use Spidey's blood to make a batch that will kill his family members, should he interfere with him again. Spidey tosses the syringe back to Mr. Negative, who releases her hostage by throwing her into the river. Spidey dives after the hostage, allowing Mr. Negative to escape. He resurfaces seconds later with the hostage. One of the maggia women tells Spidey that the maggia will forever be in debt to him and that he is now considered family. Spidey is grateful for his inclusion in their family but wished they hadn't said it so loud, especially since the cops were pulling up. He has enough bad press as it is.

At the Medical Eximaner's Office, Carlie Cooper is assisting the lead pathologist on a case that she initially mistakens for one of the deceased maggia members but who turns out to be a man that was fished out of the East River (the wrinkling of the skin is very similar in appearance, which causes her to make that mistake). As the lead pathologist exits the room to fetch something, Carlie takes it upon herself to start checking the body for evidence, though she is told to only prep the body and do nothing else. As she searches his mouth, she notices some kind of small bug that so happens to be a small spider-tracer. Stunned, Carlie wonders who the guy is and how he is related to Spider-Man.

Sitting a top a large gargoyle, Peter calls Aunt May, who is still doing volunteer work at the homeless shelter. As the two speak on the phone, Mr. Negative is seen walking in a large room adorn with pieces of art and sculptures. Mr. N. comments about how annoying Spider-Man is but thinks that, with proper leverage, he could bring him to his "dark side". With that said. Mr. Negative transforms into Mr. Li, the shelter's director. He then enters the shelter’s cafeteria and comes up behind Aunt May, who is on the phone with Peter (see above). Aunt May tells Peter that, should she run late, Mr. Li would make sure she would get home...

Just as Peter hangs up his cell phone, his spider-sense starts to tingle, picking up the signal of his spider-tracer. As Spidey web-slings in the direction of the tracer, Dooley is seen leaving a dead-looking Boyle behind, in the alley where they met earlier. Seconds later, Spidey finds Boyle's dead body and wonders what happened to him. As he checks for a pulse, he finds his web-shooter and grabs hold of it. At that moment, a police car drives by and one of the two cops becomes aware of Spidey in the alley (unbeknownst to him of course). As Spidey lifts his spider-tracer off Boyle, flashlights are shone in his direction and one of the cops asks what he is doing. Before Spidey can answer, the other cop, who seems a tad more overzealous, accuses Spidey of having killed Boyle and planting something on his body; the cop pulls his gun out. The more open-minded cop tells his overzealous partner to cool it down, as he's sure Spidey has some kind of explanation for them. The overzealous cop refuses to listen to his buddy and has made up his mind that Spidey is a murderer. Before he can do anything about it, however, Spidey takes off into the night and swings away.

To be continued.