ACT 1: Peter, as Spider-Man, is having a pretty bad week. With a five million dollar bounty on his head, he's had to fend off every super villain living in New York City. He's fought Curt Connors, a.k.a. The Lizard, who's just escaped from prison, Hydro-Man, in a spiffy new costume, the Sandman, the Rhino, the Enforcers and two stoners who stole the infamous Spidey-Mobile from the Smithsonian Museum. Felicia Hardy, a.k.a. the Black Cat, who has been helping Peter out throughout this ordeal, tries to boost his spirits by hitting the streets and trying to find out some information from her various informants. After getting the Shocker drunk, she finds out that Eddie Brock has just auctioned Venom off to the highest bidder, which happens to be Old Fortunato, who has plans for Angelo, his very frail son, as seen in last issue. She relays that information to Peter, who wonders if there are any connections between Venom and his aunt's kidnapping. Felicia replies that she doesn't think Venom had anything to do with it.

ACT 2: As our hero continues to make his rounds across the New York City skies, he suddenly realizes that he has to pee really badly. A nearby diner, still open for business, attracts his attention. The place is deserted so he tries to sneak in and out without attracting too much attention to himself. The only waitress in the diner, however, notices him and shows him a sign on the wall that reads "Restrooms for paying costumers only". She tells him that he really needs to buy something so Spidey reluctantly sits down and begins sipping on a black coffee with lots of sugar. Throughout his conversation with the waitress, it is revealed that she is the mother of Adrian Toomes' (a.k.a. the Vulture) leukemia-affected grandson, the one that the Vulture made reference to back in earlier issues when he joined forces with Electro to double-cross the Owl and steal millions of dollars from the latter. Spider-Man feels bad as hell but luckily for him, he is saved by the sound of police sirens passing by. He makes his way to the source of the commotion: another hopeful in a Spider-Man costume posing for pictures on the side of the Chrysler Building fell to his death. Pissed off – it's five o’clock in the morning – he heads back home.

ACT 3: Mary Jane wakes up and joins him for breakfast. She convinces him to take a break from searching for Aunt May and to join Liz Allan-Osborn and herself to attend their high school reunion. Meanwhile, at "Our Lady of the Saints Church", Eddie Brock meets with Old Fortunato and his son Angelo to work out the deals of the "Venom transaction". Angelo is thrilled at the thought of becoming more than he has ever been in his whole 18 years on Earth. So is Old Fortunato. The story switches over to Peter, Mary Jane and Liz Allan Osborn, who are at the high school reunion. Peter is having a better time than he thought he would ever have. Peter’s high school chemistry teacher, "Mister Warren", first seen way back in early issues of the Amazing Spider-Man series, makes a notable appearance. Some of the guys that used to make Peter's life a living hell watch on, pondering how he managed to get a good looking woman like Mary Jane. While Mary Jane signs autograph, Peter and Liz walk around the school and reminisce about the good old days. Liz does anyways. After all, Peter's high school days were not as jolly as Liz's were. A few minutes into their walk, Mary Jane joins them. She tells Peter that some of his old school friends are heading to the gym to take pictures and that they wish for him to be there. Leaving MJ and Liz behind, he makes his way into the gym. The guys tell him that they want to take a picture for Flash Thompson, something goofy to try and cheer him up and remind him of the good old days. Peter realizes that they want to give him a wedgie; a supersonic one. He threatens them that the first person that lays a finger on him will leave the gym on a stretcher. At that exact moment, Venom comes crashing through the gym's wall. He grabs Peter and throws him into the nearest wall. Clinging to the wall, Peter tells Eddie (i.e. Venom's alter-ego) that he is injuring innocent people for nothing. All the other guys that were present at the gym are knocked out, except just one. Just as he realizes that Peter is Spider-Man, Venom grabs him and breaks his neck. The issue concludes with Venom and Peter ready to go toe-to-toe. To be continued.