The story opens at Mt. Sinai Hospital, where a restless J. Jonah Jameson complains to his nurse that he's tired of reading nature magazines and watching the gardening channel. The nurse explains that their orders are to provide him with a stress-free environment, or else he could have another heart attack. Outside his room, two doctors are discussing Jonah and the fact that he's still unaware that the Daily Bugle has been sold to Dexter Bennett. As far as they know, Marla Jameson's orders are to keep it a secret for fear that he's going to have another heart attack, should he find out the truth.
At the DB's office, the reader gets a look at the proposed front page of the forthcoming edition. It has a large picture of Spider-Man, his hands covered in blood, and the headline reads "Spider-Man: Serial Killer!". Worse, the lead story is written by none other than Dexter Bennett, who suddenly seems to he channelling J. Jonah Jameson. Other articles worth noting on the front page are details about councilwoman Lisa Parfrey's funeral, the recent serial murders that have been tied to Spider-Man, and lastly, information about Parfrey's possible replacement as the favourite in the mayoral race, a man named Randall Crowne. Joe "Robbie" Robertson, walking along Dexter Bennett, comments that there is no real proof that Spider-Man actually committed the murders. Bennett argues that there is nothing proving that Spider-Man is not a serial killer. Before Robbie can further make his case, Bennett mentions that he hopes Spider-Man has a problem with his article and possibly even sue him, as it would certainly boost the paper's circulation. Robbie morbidly replies that maybe Spider-Man will try killing him, if he does end up having a problem with the story; that would also boost the paper's circulation. Bennett is speechless for a few moments and then turns to Betty Brant to get him a bodyguard immediately. Betty complains that she is not his personal assistant; she's a reporter. Bennett answers that he trusts his reporters more than he does personal assistants, which is why he's entrusting the job of finding a bodyguard to Betty. Turning to Robbie and Peter Parker (who was walking along with them), Betty whispers that she never knows where she is coming or going with Bennett at the helm. Robbie whispers back that nobody does and comically mentions that he misses Jonah. Laughing, Peter agrees and comments that Jonah would have at least put a question mark behind the proposed paper's Spider-Man headline. Robbie adds that Jonah would also remember their names. Just then, Bennett calls out to Robbie, calling him "Robbins" and tells him that he's just come up with the following day's headline for the story Betty is about to interview him for. After telling them what he has in mind, he tells Robbie how big the size of the fonts should be, though he has absolutely no idea what he's talking about, as Robbie silently points out to Peter. Robbie is left with a headache, while Peter leaves to take pictures of the Parfrey funeral.
A short time later at Forest Hills cemetery, Peter is denied access to the funeral, just as all the other photographers and reporters are. Making use of his powers, Peter manages to get close to the funeral by hiding in a tree. As he clicks away, he is amazed at the funeral attendees. He understands why the press is not allowed. Continuing to snap photos, he spots Harry Osborn, as well as Harry's girlfriend Lily Hollister and her father Bill, who seems to be having a conversation with deputy mayor Wexler. As Peter wonders what they are talking about, the reader gets to eavesdrop on the conversation. It seems deputy mayor Wexler is asking Bill Hollister, who is a member of the city council, to consider challenging Randall Crowne in the mayoral race. Lily, who supports that idea, comments to her dad that he would make a great mayor. Bill Hollister replies that Lisa Parfrey's funeral is not the place to discuss this and asks that they show Lisa the respect she deserves. Taking a few final pictures, Peter wonders if Menace actually intended to kill Lisa Parfrey or if he was simply trying to intimidate her for some reason. Peter also takes a few seconds to wonder if Parfrey would still be alive, had Jackpot not tried to play superhero.
After stopping at the DB to sell his pictures of the funeral, Peter hops on the subway. As he makes his way toward another part of the city, Peter reveals that he's almost done paying back Harry and Aunt May for the cash they loaned him after he was mugged. Minutes later, Peter arrives at his destination: the soup kitchen where Aunt May volunteers. It turns out that Peter has joined his aunt in doing some volunteer work at the soup kitchen. While he works away, cutting potatoes, his Aunt is handing out food nearby. As she talks to one of the regulars, a long-haired man who goes by the name of "Freak", seizes the opportunity to snatch the donation box that laid on the table next to her and takes off running. As Freak scrambles out of the shelter, Peter yells that he’s going to stop him and takes off after him. Aunt May yells after Peter that he could get hurt but he's already long gone.
Running through the busy New York City streets, Freak is unaware that Peter, now donning his Spider-Man costume, is hot on his tail. When confronted by Spidey, Freak momentarily stops dead in his tracks, but then turns around and takes off running the other way. Having anticipated Freak's next move, Spidey starts discharging webbing, creating a large wall ahead of the thief. Freak stops before running into the wall, and starts to yell to everyone that Spider-Man is attacking him. Realizing that he may inadvertently hurt someone in the crowd, should they start believing Freak and panicking, Spidey is left with no other choice than to go to higher ground to try and get a shot at Freak. As he stands atop a concrete wall from which some sort of steel mesh is protruding, he accidentally rips his costume in the buttocks area. Worse, it so happens that he is not wearing any underwear. Spidey web-slings after Freak and then continues the pursuit on foot. Every time he seems to be getting close to nabbing the bad guy, something happens. In this case, fresh wet cement ends up splattered all over his costume. But he doesn’t stop running after Freak. When he finally catches up to him, on a rooftop of an undisclosed building, Spidey points out that Freak is pretty stupid to have thought he could escape him by going on a roof. Freak freaks out (no pun intended) and throws the donation box off the building and implores Spidey not to kill him. Spidey laughs off Freak's assumption and webs him up against a nearby water tower. He then swings down to the street down below, telling bystanders to leave the money alone, or else they'll have to answer to him. As he lands on the pavement, in a squatting position, he accidentally exposes himself to the crowd. Joking to himself that he definitely needs a publicist, he picks up the money and puts it back in the box. He hopes that returning the money will improve his public image, since he’ll be able to set up his camera and make it a photo-op and hopefully sell the pictures to Dexter Bennett, provided that he buys them. As he continues gathering the money, while being the joke of bystanders, the cops arrive on the scene and one of them, Officer Vin Gonzales, pulls a gun on Spidey, telling him to "freeze". Spidey drops the donation box and tells Officer Gonzales that he has no intention of staying put and that the real thief is webbed up below the water tank on a nearby roof. Before Office Gonzales can even squeeze the trigger of his gun, Spidey is long gone. Gonzales' partner, Officer Alan O'Neil, who appears to be a fan of Spider-Man, tells Gonzales to lower his weapon, as Spidey is their ally. Gonzales argues that Spidey robbed the shelter and had the money in his hands, which proves he did it. O'Neil calls attention to the fact that Spidey could rob a back if he wanted to, so it doesn't make sense he would steal from a soup kitchen. Stubborn as a mule, Gonzales retorts that Spidey doesn’t need a reason to rob. Realizing that he won’t be able to change his partner’s mind, O'Neil tells Gonzales that they should go up and check out the rooftop for a sign of the robber. When they arrive on the rooftop, the thief is nowhere to be found. It seems he managed to free himself from Spider-Man's webbing by removing his clothes. Gonzales claims that Spidey probably planted the evidence to throw them off but O'Neil doesn't think Spidey would have gone to all that trouble for a couple hundred bucks. O'Neil suggests they return the box to the shelter and bets Gonzales fifty dollars that Spider-Man didn’t do it. Without hesitation, Gonzales takes the bet.
Several rooftops away, a half-naked Freak is sprinting like a maniac, attempting to locate his friend Raymond's meth lab. Suddenly, he sprints across a skylight and it gives away, causing him to come crashing through said skylight and inside some kind of lab. Deducing that it must be Raymond's lab, Freak gets hold of a bunch of syringes and takes off; unaware that he actually crashed inside the lab of Dr. Curt Connors, also known as the Lizard and that the syringes he took are biohazardeous.
Back at the homeless shelter, Aunt May is giving her testimony to Officers Gonzales and O'Neil about the earlier theft of the donation box. She explains that the man who stole the box is a drug addict known as Freak and that his eyes are of different colours; one is brown, the other, blue. She adds that she’s seen him around before and that he was always looking for handouts. Gonzales asks Aunt May if she actually saw him steal. Before she can answer, Peter arrives and tells Gonzales that everybody saw Freak steal the box. With that, Peter introduces himself to Gonzales, who – likewise – introduces himself and his partner O'Neil. Peter explains that he chased the guy a few blocks until Spider-Man joined in the pursuit, at which time he stopped. O’Neil, who overheard their conversation, comes over to Gonzales and tells him to "pay up" (he won their earlier bet).
Later that night, in a dark alley, Freak, having seemingly injected himself with the drugs he stole from Connor's lab, is not feeling well at all. Suddenly, he falls to his knees and begins vomiting uncontrollably. The vomited substance, now fizzling with a life of its own, attacks Freak and ends up enveloping him in some kind of cocoon.
Meanwhile, several blocks away from that gruesome scene, most specifically at the King Class Club, Peter joins Harry Osborn and Carlie Cooper and they meet up with Lily Hollister who is getting people to sign a petition and pledge to get her dad, Bill Hollister, to fun for mayor. She figures that if she can show him how much support he has, that he'll consider running. Peter jokingly asks if she is serious about wanting her dad to go through the hell of a campaign. Lily answers that she wants him to be mayor and the only way to get that done is by campaigning. Peter comments that Randall Crowne plays major hardball, to which Lily replies that her dad knows all about Crowne – so does she – which is why she wants him to be mayor. Harry, who was standing on the sideline catching up with old friends, shows his support by signing the petition and donating a large sum of money as pledge. Putting Peter on the spot, Harry asks him if he's going to pledge something. Not wanting to appear cheap or unsupportive, Peter signs the petition and puts a couple of hundred dollars as a pledge, which is close to nothing compared to Harry's pledge. Lily points out that Peter cannot make a pledge because the DB is a Crowne paper and should his bosses find out he pledge for the opposition, he could lose his job. Peter replies that he likes living dangerously and signs the petition. As Lily heads out to get more people to sign the petition, Carlie Cooper approaches Peter and takes the pledge sheet out of his hands and crosses off his name and donation, telling him that she is protecting him from his own self.
The next morning, in the alleyway where Freak was last seen regurgitating his insides, only to be swallowed back by them, a city worker comes across a large cocoon suspended between the two buildings on either side of the alley. Wondering if it is part of some kind of promotion for a movie, he approaches the cocoon and touches it, almost burning off his fingers. Realizing that something is off about the whole thing, he races out of there.
Meanwhile, several blocks away, Curt Connors discovers that someone broke into his laboratory. It is revealed that Connors was working on some sort of stem-cell research for the past nine weeks. Connors fears that someone may have injected themselves with the content of his syringes.
Back in the alleyway, which has now been cordoned off by the police, Carlie Cooper, a forensic anthropologist with the NYPD, is on the scene trying to figure out exactly what the cocoon is. She determines that the surface is corrosive to the extent that it can dissolve metal, plastic, wood and glass; getting a sample is therefore quite difficult. An officer on the scene asks what they should do. Carlie answers that they should call for help with crowd control, while she heads back to the lab to get some better equipment.
Blocks away, in a bar that has no name, a man known solely as Bookie is taking bets from the super-villains gathered around him. The object of the bet is to try and figure out what is inside the cocoon that was discovered in the Freak alleyway. Lightmaster comments that the whole deal sounds like a Fantastic Four deal to him. Doctor Bong asks Bookie how they are supposed to know he didn't set the whole thing up. Trapster makes it known that they are all aware that Bookie lost a lot of money with the Overdrive fiasco (which happened during Spider-Man Swing Shift, offered on Free Comic Book Day). Perhaps he has fixed the outcome of this bet to recoup the money he lost. Claiming to have a family reputation to uphold, Bookie explains that he does not do "fixes", just like his dad before him. Ox, who is about five times the size of Bookie, grabs hold of him and argues that the only reason Bookie is not trying to screw them over is because he knows what they would do to him, should they find out he fixed the whole thing. Bookie agrees and asks Ox to be put back down.
In Forest Hills, Queens, Peter is busy washing the stains out of his costume when he sees a TV newscast about the cocoon found in the alleyway. A reporter on the scene indicates that the cocoon is starting to develop cracks, suggesting that there could be something inside trying to break out. Realizing that it is a great opportunity for him to make money, Peter decides to head out to Manhattan. But before he reaches that decision, he does contemplate just staying home, since he is after all a wanted criminal. However, he knows that he can get closer to the cocoon than any other photographer, so he leaves for Manhattan.
One subway ride and two bus transfers later, Peter arrives at destination. Seconds later, he's in his Spider-Man costume and crawling the side of the building, overlooking the cocoon. Suddenly, the cocoon erupts in a gruesome fashion and its content falls to the ground. Freak is pretty much no longer human. His skin is essentially gone and what's left of it dangles from his body. Some of his bones protrude right through his muscles, while most, if not all of his organs are seemingly outside his body. His fingers are now longer and are claw-like shaped at the end. As Spidey witnesses Freak scream in pain and agony, he realizes that things are about to get really bad.
To be continued.
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