The tracer-killer's latest victim, super-villain, bet-taker, the Bookie, had all but cracked the case when he met his demise. Menace, meanwhile, is pumped up and deadlier than ever, and Peter’s already injured from a run-in with the police. Battered and beleaguered, Peter returns home, just as Carlie Cooper enters the apartment, having traced the trail of the Spider-Tracer killer – but not to Peter, but to his roommate, Officer Vin Gonzales!

At the top of the Torch of the Statue of Liberty, where Harry Osborn proposed to Lily Hollister (see previous issue), Harry anxiously waits for Lily's answer. Though she loves him and thinks the proposal is fantastic, she's not entirely sure that it's the right thing for the two of them – right now – seeing as they've only been dating for a few months and, with Harry's history with women, she wants them to be certain, before they go through with it. This angers Harry to the point that when Lily tries to touch him, to comfort him, he pushes her hand away, telling her not to touch him. Lily tells Harry she loves him and tries to explain herself. Having calmed down, Harry apologizes for losing his temper and states that he understands. Just then, Lily's cell phone rings; it's her father. The latest poll numbers are in, Crowne has pulled within the margin – it's a dead heat. Harry is not pleased that, once again, he is number two on Lily's list of priorities. She tries to talk to him, but he tells her to go. As Harry is left pondering what to do next, he casts a shadow on the ground that eerily resembles the silhouette of the Green Goblin.

At the Parker-Gonzales apartment, Carlie Cooper has just found a bag full of spider-tracers stowed away underneath Vin's (Gonzales) bed. When a voice calls out to her from behind, she thinks it’s Peter's, but it turns out to be none other than Vin himself. Carlie quickly slips the bag under her coat and turns to face Vin, telling him she thought he was supposed to be working the night shift. Vin confirms that he is indeed working said shift but he forgot his locker key, so he had to come back; his partner, Officer Alan O'Neil is waiting for him downstairs in their squad car. Thinking he was Peter, she asks Vin if Peter is in fact there, to which Vin replies that he is not. Carlie says that she thought he was in the bathroom. Realizing that Carlie is somewhat stalling, Vin asks her what is going on. She answers that she was just about to ask him the same question. Just as Vin asks what she means by that, O'Neil shows up to alert his partner that they have to go immediately, as Menace has been spotting attacking one of Hollister's campaign rallies. Overhearing this from the bathroom, Peter knows he's in no shape to go after Menace but his inane sense of responsibility causes him to don his costume once again and swing off into the night to confront the new goblin. O’Neil and Gonzales are on their way out of the apartment when Carlie tells Vin that she needs to talk to him. He answers that they'll talk later but he changes his tune when she shows him the bag of spider-tracers she found underneath his bed. Caught red-handed, Vin tries to explain himself but Carlie doesn't want to hear it; she is ticked off. Vin points out that he doesn't think she really believes him to be the spider-tracer killer because, if he were indeed the murdered, she wouldn’t be talking to him like that.

Spider-Man arrives at the Hollister rally, where Menace is going on a rampage, destroying police cars with pumpkin bombs and sending innocent people scurrying to find shelter. As these events take place, J. Jonah Jameson is a special guest on the TV show Two-in-One and, as usual, he goes on and on about how he's been right about Spider-Man all these years. He has no doubt that Spider-Man is the spider-tracer killer. Back the Hollister-for-mayor rally, Spider-Man decides to put a stop to Menace's destructive behavior. Swinging down toward Menace, Spidey proceeds to tackle him. Menace manages to stay on his glider, which is now flying erratically through the air. Realizing that Spider-Man's shoulder is injured – the blood is a clear giveaway – Menace keeps hitting that spot over and over again. Menace then takes Spidey for a joyride and sends him crashing into nearby scaffolding. The whole structure starts to fall apart around Spidey. Badly shaken up, bruised and battered, his injured shoulder bleeding through his makeshift webbing gauze – despite all this – Spidey still manages to spin a giant web to hold the scaffolding in place until innocent bystanders can make their way to safety. As the last person scurries away, Spidey passes out and the scaffolding collapses on top of him.

Back at the Gonzales-Parker apartment, Vin tells Carlie that things are not as bad as she thinks they are. She has a hard time believing that. O'Neil sarcastically tells Gonzales that he's curious to see how he's going to get himself out of trouble. Gonzales doesn't appreciate his partner making a mockery of the situation. O'Neil points out that keeping the spider-tracers under the bed was not a good idea. Gonzales asks O’Neil where else he was supposed to keep them. O’Neil replies that, regardless of where they were kept, he was tasked to look after them, which isn't exactly what happened just there and then. As Carlie comes to the realization that O'Neil is also involved in whatever is going on, O'Neil turns to her and says "surprise", with a smirk on his face.

Spidey extracts himself from the wreckage of the scaffolding, only to be punched by Menace before he can even get back on his feet. Menace tells Spidey that he's going to hand him over to the police, dead or alive. Spidey manages to stand up but hE's too weak to fight off his opponent, who pummels him ferociously. Spidey tries everything to get back at him, but to no avail. Barely conscious, Spidey is grabbed in a chokehold and lifted off the ground by Menace. His windpipe crushed by Menace's large hands, Spidey slowly falls into unconsciousness. When it looks like Spidey has blacked out, Menace lets go of him and he falls to the ground, just as the police surround them. Menace takes his leave aboard his glider, leaving Spidey to be captured by the police. Too weak to even fight the cops approaching him, Spidey is soon handcuffed and arrested (a cop reads him his rights). Bill Hollister and enters Hollister's office through the window. He then gets off the glider and puts his stuff down. He then begins to emit a hurling sound, as he writhes in pain. Five minutes pass. Harry Osborn, who wishes to find Lily so he can talk to her about his marriage proposal, shows up at the Hollister Campaign HQ, looking for his girlfriend. When he enters Bill's office, he is flabbergasted to discover that Lily is none other than Menace.

To be continued.