REVIEW: Picking up where we left of last issue, Norman Osborn leads his Avengers into one of their laboratories, where he introduces the team to their soon-to-be teammate, a homegrown red, white and blue hero, American Son, his son, Harry Osborn. Disguised as Venom, Spider-Man cannot believe his eyes. Norman goes on explaining that the suit will handle defensive and communications abilities while Harry, like the various super-soldiers before him, will be an enhanced human. While Osborn activates the opening of a large cylindrical chamber holding some kind of mutated human, he tells his team that creating American Son has been a nightmare of trial and error, as evidenced by the creature standing behind him and preparing to attack him. Were it not for Venom's intervention (in reality, Spidey's intervention), Norman would be a dead man. Norman is actually surprised at his behavior. Venom asks Norman if he intends to turn his son into a monster. Norman calls him an idiot and goes on saying that only a few practical tests remain and then everything will be ready. Venom complains that what they're doing might not be exactly Harry’s speed. Norman responds that Harry is more than capable of rising to the challenge, once he's properly motivated.

Elsewhere in Avengers Tower, Harry Osborn is scouring another part of the enormous building, hoping to locate the whereabouts of girlfriend, Lily Hollister, imprisoned somewhere therein. As he waits, in the shadows, for a couple of sentries to get on their way, he is unaware of the gleaming eyes that cut through the darkness behind him. Before he can do anything, a hand covers his mouth and Harry is helplessly dragged away by an unknown assailant.

In Forest Hills, Queens, it is late at night, but Aunt May is still working on her wedding preparations. Her soon-to-be husband, J. Jonah Jameson Sr., joins her in the kitchen and tells her to come to bed. Aunt May wants to keep working at it, as there is so much to do, but a power outage forces her to listen to JJJ Sr. and go to bed. Unbeknownst to them, there are small octopus-like machines in the hydro pole outside the house; they seem to be responsible for the power outage. In other parts of the city, the small machines can be found climbing buildings, more hydro poles, etc. They respond to one man: Doctor Octopus!

Harry's assailant is revealed to be none other than Lily Hollister. She saw him on the monitors and had to make sure it was really him. Lily admits to being scared of Norman and the fact that she's pregnant. Harry tells Lily that he’ll deal with Norman and to not worry. Lily says that she can’t stop thinking about it and is frightened of what Norman will do to them if he ever finds out. Harry tells Lily that there is only one reason his father wants her – because she's Menace. If they can rid her of her Menace side, they'll be safe. Harry has a feeling his father hasn't been forthcoming about everything he knows about the goblin formula. He believes his father has a cure for it, because, if he didn't, there is no way he would let her run around as Menace. If he succeeds in curing her, his father will have no reason to keep her around, then they'll be able to disappear. Lily comments that she is undergoing more and more transformations – she shows him the horns growing on her forehead – so he must hurry, or else he might not want her back. Harry tells Lily that he will cure her or die trying. Lily hands him a security card, telling him that it will gain him access to the restricted levels, without notifying the security logs. She also tells him that Norman's office is not secure. She then suggests he starts checking the private levels, namely level twenty-five – she has on good authority that it's a good place to start. She asks that he hurries, because she fears that whatever is happening to her is also happening to their baby. Harry doesn’t want to hear that and takes his leave.

Elsewhere, in Avengers Tower, Norman Osborn tells his Avengers to welcome his son into the team with open arms. He adds that Harry will join them in a few days, at which time training will start. He expects professionalism from all of the, even Hawkeye. Norman turns to Venom and tells him that he's on monitor duty, as he wants to test the new facility on the twenty-fifth level. He heads to the elevator and his ascension to the twenty-fifth floor begins. When the elevator door opens, his spider-sense suddenly starts screaming danger. Just then, Daken, a.k.a. the fake Wolverine comes out of nowhere and attacks Spidey (disguised as Venom), revealing that he saw through his disguise the minute he walked in the boardroom with Hawkeye (at the end of the previous issue). Spidey fends off his attacker, but Daken still manages to wound him pretty baldy. Spidey cannot understand how he can be missing his opponent, until it dawns on him that Daken is using pheromones to dull his senses and distort his depth perception and visual acuity. Focusing the warning of his spider-sense on Daken, he zeroes in on the villain and proceeds to take him out. His spider-sense still screaming, despite Daken being passed out, Spidey feels someone behind him. He quickly turns around, coming face-to-face with Harry Osborn. Harry, recognizing him as being Spider-Man, asks what he is doing there. Spidey reveals that he came looking for him, as there are things he needs to know about his father and what's in store for him (i.e. American Son). Surprisingly, Harry yells at Spidey for – once again – meddling in his life. Just then, Norman Osborn and his Avengers show up, asking them why Daken is unconscious and bleeding on the floor and why Harry is skulking around a secure floor. Playing the part of Venom, Spidey tells Norman that Daken is a traitor and that it was he that pulled Harry out of his bed and took him there. Norman asks his son if that is true. Harry replies that he's lying and goes on revealing that it's actually Spidey in disguise. Before Spidey can do anything, Hawkeye shoots arrows in both his legs. Spidey drops to his knees. Norman reveals that he knew it was Spidey the moment he entered his building. Feeling weak, Spidey tries to convince Harry to not listen to his father but Norman shuts him up with a solid punch to the head, telling him that Harry is his. Hawkeye asks Osborn if he plans to just tie him up so he can escape later on. Norman replies that he had something different in mind and he proceeds to shoot Spidey point blank.

To be continued.