In Amazing Spider-Man #17, the Sandman resurfaces to get revenge on Mysterio, whom he blames for his current condition. The Sandman finds Mysterio, and his whipping dog, Electro, and picks a fight with them. His condition, however, renders him unable to defeat his two opponents. In comes Spider-Man, who had been following the Sandman. Spider-Man saves the Sandman and makes the building they're all in collapse on top of Mysterio and Electro. This is where this issue picks up.

ACT 1: The story opens up with Mysterio and Electro standing on a rooftop not far from the collapsed building they were in. They are beaming with pride at the fact that they managed to trick Spider-Man into thinking he had defeated them. Mysterio is worried though. He has seen what Venom did to the Sandman and he does not want the latter to put a crimp in their plans. Electro reassures Mysterio that he will take care of Venom personally. Mysterio disappears, leaving Electro behind. Suddenly, Venom emerges of the shadows and beats Electro to an inch of his life before the latter can even put up a fight. Then he disappears into the night, en route to his next victim.

ACT 2: The next day at the Daily Bugle, Peter tries to sell some of pictures to J. Jonah Jameson but Jameson tells Peter he does not buy any more Spider-Man shots. Leaving Jonah's office, Peter ponders about whether or not Jonah peeked beneath his mask when he collapsed after saving him from Venom back in Peter Parker Spider-Man #10. For a second, Peter considers revealing his secret identity to Jonah but that thought goes out of his mind as fast as it made its way in. Elsewhere, Kraven the Hunter II is aware that Venom is hunting him down. Kraven, however, will not be hunted. In fact, he has a plan to draw Venom into a trap using none other than Spider-Man as bait.

ACT 3: Back at the Daily Bugle, Peter runs into Robbie Robertson and his son, Randy, arguing about money; money that Randy wants to borrow from his dad but that his dad doesn't want to loan to him. Peter does not want to interrupt them so he tries to walk away but Robbie notices him and calls him over. Robbie hands him an envelope with money in it and tells him that it is from Jonah as compensation for all the hard work he's put in for them and to help him get out of the financial hole he's in. Peter refuses to take the money, telling Robbie that things might be tough but that they will work out as they always do. Peter walks away almost embarrassed. Randy tells his father that the idea had to come from him, not from Jonah. Randy seems frustrated that his own father would loan money to a friend but not to his own son. Robbie replies that it is different. Elsewhere, Peter is having regrets about not accepting the money since he could have certainly used it to pay for rent. He forgets about it, switches to his Spider-Man costume and web-slings into the night. A few minutes into his web-slinging session, his spider-sense suddenly kicks in big time. A spear comes out of nowhere and severs his web-line, sending him into a free fall. He tries to shoot a web-line to save himself but he is suddenly hit in the back with tiny poisoned darts. He falls into a large net and the culprit behind the attack is revealed: Alyosha Kravinov, a.k.a. Kraven the Hunter II.

ACT 4: Peter awakens in the middle of Central Park, his arms and legs tied up in a crucifixion fashion. Kraven stands in front of him and tells him that he is being used as bait and that there is no need to struggle since he's been drugged. On those words, Kraven disappears into the convenient mist of Central Park. Seconds later, Venom emerges from the same mist and approaches Spider-Man. Venom could easily pull Spider-Man's mask off or kill him right there and then but he does not. Spidey tells Venom that he's just walked into Kraven's trap but Venom replies that he knows. At that exact moment, spears come out of nowhere in Venom's direction. In one swoop of the hand, Venom catches them and breaks them apart. Kraven comes out of hiding and starts to run away. Venom takes off behind him, leaving Spider-Man to untie himself. After struggling for a while, Spidey finally manages to break free from the ropes holding him up. He also takes off after Venom and Kraven.

ACT 5: Venom catches up on Kraven and the two engage into a ballet of punches, kicks, jumps, and slicing. Venom is surprised as to how strong Kraven is compared to Sandman and Mysterio. Kraven replies that like all the other preys he's faced in the past, he, Venom, also has fallen into one of this traps. As he says that, a bomb suddenly explodes right next to Venom, sending the latter to the ground in tremendous pain (Venom's symbiotic half cannot tolerate fire). Kraven thinks he is victorious but Venom suddenly turns around and stabs Kraven three times using his long malleable fingers. Kraven falls to the ground bleeding profusely. Just as Venom is about to administer the deadly blow, Spider-Man appears and fends off Venom, protecting Kraven in the process. Spidey finds Kraven's detonator on the ground and presses on it. Another explosion takes place and a wall of fire – caused by the explosion – encircles Venom. Venom screams in pain. Kraven, who has slowly regained part of his strength, stands up and tries to get to Venom through the wall of fire. Spider-Man, however, intervenes and knocks Kraven out. Venom appears through the flames and torments Spidey about being stuck in a classic conundrum: to save Kraven or to stick around and try to finish him off or send him to jail. Reluctantly, Spidey webs up Kraven and leaves, allowing Venom to set himself free from the burning ring of fire surrounding him.

ACT 6: Later that day, Peter has switched back to his civvies and is on his way back to his apartment. As he approaches his apartment building, he notices that the sidewalk in front of it is covered with all of his stuff. The building landlord puts his head out of the window and tells Peter that he kicked him out of the building because he, Peter, has failed to pay the rent. He also tells Peter to clear his junk out of the front of his building or he'll call the sanitation department. An aggravated Peter sits down on his pile of stuff and ponders about what he's going to do now. At that moment, it begins to rain.