Peter Parker's worst nightmare is unfolding before his eyes. Someone from his past has discovered that he is Spider-Man and has attacked him using the people he loves most. His Aunt May has been kidnapped and an exhausted, desperate Spider-Man has been told by his criminal contacts that super-villains Electro and The Vulture are responsible.

Led on a wild goose chase around New York City by the Owl, Spider-Man was hospitalized after fighting Electro and now finds himself in a hospital bed, his mask removed and his body battered and broken. He's never been more desperate which, of course, makes it the perfect moment for The Vulture to strike.

The Vulture abducts Peter/Spider-Man right out of his hospital bed and drags him across the New York City skies. After revealing to Peter/Spider-Man what he intended to do with the stolen money, the Vulture tears off the bandages covering Peter's face to get a good look at the man behind the mask. When he sees his face, he is so shocked that he is a "nobody" that he simply drops him off from the sky. Out of nowhere the Black Cat appears and saves Peter from imminent death. A battle ensues between the Cat and the Vulture and the Cat beats the living crap out of the Vulture. It is revealed during their battle that she was hired by the Owl to track them down (i.e. the Vulture and Electro). The issues concludes with Electro and the Vulture coming face to face with the Owl and with four teaser images showing (1) Mary Jane aboard an airplane, making her way back to New York City, (2) Peter bruised and battered in bed being watched over by the Black Cat, (3) the silhouette of the man behind May's kidnapping, and (4) a meeting between J. Jonah Jameson and one of the male nurses from the hospital where Peter/Spider-Man was hospitalized, having in his possession pictures of a partially unmasked Spider-Man lying in his bed.

ACT 1: A man holding up a sign that reads "Venom" is standing in line at one of the many arrival gates of JFK International Airport. Eddie Brock (a.k.a. Venom) arrives and notices the man immediately; and thinks it's some kind of a joke meant to piss him off. The man apologizes, explaining that he was told that his identity was still a secret so he thought this might seem like a clever idea for a double bluff. Eddie tells him to shut up and starts giving his list of celebrity-type demands.

ACT 2: Meanwhile, back at Peter and Mary Jane Parker's apartment, Mary Jane is standing in the kitchen reading a final notice for late payment that she and Peter have received in the mail. She tears the final notice in pieces and throws it in the garbage. At that moment, she hears Peter's voice, coming from the bedroom, screaming her name (Peter was brought there by the Black Cat between this issue and the last). She heads into the room to investigate. Felicia Hardy (a.k.a. the Black Cat) who is in the room looking over him is trying to calm him down. She tells MJ how he just woke up and didn't know where he was for a second, which led to him screaming for her (i.e. MJ). Felicia briefly explains what happened to him; leaving some of the details out for the next few pages. A bit of jealousy towards Felicia is observed from Mary Jane when Peter thanks Felicia for saving his life when the Vulture dropped him off from the sky. This touching moment is quickly interrupted when Peter realizes that Aunt May is still missing. MJ tells Peter that they now have bigger problems than before and shows him the latest headline of the Daily Bugle newspaper which shows a picture of Spider-Man (i.e. Peter of course) with his mask partially covering up his face; picture that was taken while he was in the hospital. A reward of five million dollars from the Bugle's owner, J. Jonah Jameson, is also promised to anyone who can make out the man behind the mask. Peter immediately jumps to the conclusion that his secret identity is out, which is quickly refuted by Felicia who reassures him that no one can recognize him with his face all swollen up and bruised from the beating received at the hands of Electro. Felicia goes on saying that the Owl told her he would be keeping an eye out for Aunt May as a favor for Spider-Man helping him bag Electro and the Vulture. Peter is angry with Felicia for associating herself with the likes of the Owl but their quarrel is broken up by Mary Jane who suggests they talk about it later. Felicia agrees with MJ and leaves to go to a meeting with a stoolie who knows everything going down around town. She promises to call if everything comes up.

ACT 3: Later that day, Mary Jane tells Peter that Matt Murdock called and said he would do anything he could to help and that Nick Fury left a message too, and said he had arranged for one of the X-Men's psychics to see him tomorrow night. Peter asks if there has been any word from Doctor Strange to which MJ replies that Dr. Strange has tried everything he could think of and still did not find a trace of Aunt May anywhere. Peter and MJ then proceed to establish a list of everybody who knows Peter's secret identity so as to try to figure out who is behind May's kidnapping. As they work their way through the list, the phone suddenly rings. Peter picks up the phone and it is the Late Payment Department of his credit card company calling to inquire about why he and MJ are ignoring the $25,000.00 debt they owe the company. Peter doesn’t understand what she is talking about, as the bank automatically pays their credit card bills. The lady tells Peter that the bank returned every payment request for the last three months due to insufficient funds. Peter is furious but the lady replies that he will have to take it up with his bank. Peter violently hangs up the phone and turns over to MJ who is in tears. MJ tells Peter that they need to have a talk.

ACT 4: A short time later, Peter and MJ are taking a walk in the Park, discussing their financial situation. MJ explains to Peter how they are at the point that they are at and Peter reassures MJ that they will work their way out of this mess. Later that night, Peter, as Spider-Man, goes out on patrol, hoping to find some clues about the whereabouts of his Aunt May. As he web-slings through the city, he suddenly hears someone scream for help from the street below. As he makes his way down towards the commotion, he finds a guy standing next to his car, which has a flat tire. The guy asks Spider-Man to lift the car for him as he does not have a jack in his car. Spidey reluctantly agrees to help the guy out. As the minute pass, Spidey begins to lose his patience and suddenly, his spider-sense goes ballistic. He tells the guy that he needs to let go of the car but the guy wants Spidey to hold it up for a few extra minutes. Fed up with holding the car, Spidey just flips the car on its back and speeds away, heading towards the source of the commotion; the man screaming at him from the street below. Using his trusty spider-sense, Spidey finally makes out the source of the disruption: Doctor Octopus.

ACT 5: The evil doctor seems to be going on a rampage, destroying everything in sight. Spidey drops in, saves a few lives in the process and confronts Doc Ock. A battle erupts between the two arch-nemesis but our hero quickly gets the upper hand and renders Doc Ock unconscious. At that moment, several S.W.A.T. team members, guns in hands, surround Spidey and threaten to kill him if he moves One of the agent goes on saying that they are tired of superheros destroying parts of the city and then disappearing, leaving others to clean up after their mess. Spider-Man knows for a fact that the real reason they are surrounding him is that they want to have a piece of the reward promised by the Bugle for identifying him. As they surround him, they start to rip his mask off. To be continued.