In Amazing Spider-Man #2 (443), a new villain was introduced. His name: Shadrac. His purpose: getting into Norman Osborn's vault located underneath the Osborn Industries edifice. The new Spider-Man tried to tackle the latter but ended up badly injured. Fortunately, Peter Parker, the original and real Spider-Man, arrived just in time to save him. When Peter took off the new Spider-Man's mask off, he was revealed to be a girl, Mattie Franklin, one of the participants in the Gathering of Five ceremony, who adopted the mantle of being Spider-Man when the latter decided to call it quits. Mattie had obtained the gift of power at said ceremony, which also involved Norman Osborn, who had obtained the gift of insanity, although he had originally thought he had gotten that of power. (This storyline was showcased in Sensational Spider-Man #32, Amazing Spider-Man #440, Spider-Man #96, Spectacular Spider-Man #262, and Sensational Spider-Man #33). Realizing that no one but him could stop Shadrac, Peter made the fateful decision of reassuming the responsibility of being Spider-Man. So he jumped back into action.

In Amazing Spider-Man #3 (444), Shadrac's identity was revealed: he was once Gregory Herd, also known as the super-villain Override. Gregory had hoped to obtain the gift of infinite wisdom thru the Gathering of Five ceremony so as to save his wife who was very badly hurt during a previous encounter with Spider-Man and some hired assassins (in Sensational Spider-Man #25). Unfortunately, he acquired the gift of death. However, the death was not sudden. Instead, it was and still is a long, painful one, where the flames surrounding his body sear him from inside out. In this grotesque form, Gregory still managed to figure out who had gotten which power from said ceremony so he went after the pawnbroker, Morris Maxwell, who, during the ceremony, had appeared to have been driven insane when in fact, he had been the recipient of the gift of knowledge. Gregory had hoped that Maxwell would be able to save him or his dying wife but he didn't ask the right question and the answer he obtained got him to seek out the Long Island home of Robert Drake, also known as Iceman, a mutant member of the X-Men. For no reason at all, Gregory had attacked Iceman when the latter had opened the door. Again, in the last issue, it was revealed that a man named Dolman was behind the attack on Iceman, as he possesses the ability to control Shadrac's mind; a side benefit of his lengthy bond to the spindle. It was that spindle that Dolman was after in the last issue when he commanded Shadrac to break into a vault at Osborn Industries to retrieve it. However, Dolman had not anticipated that Spider-Man might show up and alter his plan, which he did. After evading Spider-Man, Dolman and Shadrac made their way to Morris Maxwell's pawnshop, hoping that he might give them the answers they sought. However, Maxwell was not at his pawnshop. Soon, the cops surrounded Dolman and Shadrac and opened fire on Shadrac, while Dolman escaped through a nearby alley. Spider-Man soon arrived on the scene accompanied by none other than Iceman, who happened to be in the neighborhood searching for Shadrac. Shadrac begged the two heroes to help him fight Dolman's mind control and to cover his body with ice so as to freeze his blood; therefore killing him. The heroes stared in awe. This is where this issue picks up.

ACT 1: The story is told from the perspective of several eyewitnesses to the battle between Shadrac and the team-up of Spider-Man and Iceman. The first eyewitness, a man named Byron Snagel, tells Betty Brant how Spider-Man was holding Shadrac down on the ground while Iceman was trying to freeze him up. Soon, however, Shadrac began to "overheat" and burst into flames, throwing back Spider-Man and Iceman. Shadrac then started to run away to try and get to Dolman who, in turn, was and is still trying to get to Maxwell Morris, the pawnbroker. Spider-Man and Iceman followed, not far behind.

ACT 2: The second eyewitness, an old hag named Ms. Stipple, tells Ben Urich that she was shopping at Maxwell Morris' pawnshop when the place just blew up, the force of the explosion rendering her unconscious. When she came to, the store was empty and Maxwell was gone. Seconds later, Shadrac, Spider-Man, and Iceman walked in and headed down the trap door hidden in the floor. She once again fainted and only came to after the cops had dragged her out of there.

ACT 3: While Ben Urich finishes up with Doris Stipples, Mary Jane Watson-Parker arrives on the scene. Judy Lumley, a society and fashion reporter for the Daily Bugle spots MJ and begins asking her questions. J. Jonah Jameson overhears MJ's answers to Judy's questions and makes snide remarks behind her back. The team of Terry Kwan, Javier, and Dr. Thorson from Tri Corp are also on the scene, studying the nature of Spider-Man's powers. J. Jonah Jameson starts yelling and tells them that he is all for it and that the wall-crawler should be examined, dissected, locked up; whatever it takes to get him off the streets. Flash Thompson shows up and begins arguing with Jonah about Spider-Man. Jonah doesn't waste his words and insults Flash with his hurtful remarks. Flash walks away.

ACT 4: His temper boiling to a maximum, Jonah decides to investigate himself the events that have transpired over the past few hours. He finds a homeless man, wrapped up in blankets, who claims he saw the whole thing. The man explains to Jonah that he was wintering in a tunnel a little south of where Jonah and him are standing when Maxwell Morris came running down the ladder – from the trap door – followed by Dolman mere moments later. Minutes passed, then Spider-Man, Iceman and Shadrac, back in his mummy-style uniform, came running down the same ladder. That's when the homeless man decided to follow them all. When he found them, they were all standing in a big cavern with some sort of deep chasm in the middle. Dolman had Maxwell by the throat and was holding him over the edge of the chasm, while Spider-Man and the others stared in awe, planning their next move. Dolman finally spoke, telling them that Maxwell Morris had an object of power which apparently belonged to him and that a thief by the name of Osborn (i.e. Norman Osborn) stole it from him for his own purposes; and that he just wanted to reclaim that which was rightfully his. Maxwell screamed to not let Dolman make contact with the spindle, as the release of power would be tremendous and would completely devastate New York City; having seen it all using the Gift of Knowledge which he received from the Gathering of Five ceremony. Having heard enough, Spider-Man and Iceman leaped towards Dolman to try and stop him but Dolman used his powers and prevailed against the attack, sending our heroes to the ground. Making use of his mind-controlling powers, Dolman commanded Shadrac to attack Spider-Man and Iceman, while he went to retrieve the spindle. Shadrac attacked our two heroes; shooting fire at them. Pain searing through his body, Spider-Man told Iceman to grab his wrist and start pouring on the cold. Iceman did as told and then Spider-Man started to shoot his web at Shadrac. The combination of webbing and ice started to freeze Shadrac and it seemed like it was going to work. However, Dolman emerged from the chasm, having located the energy signature of the spindle, granting him the full power of the spindle. Dolman started to destroy everything in sight but Shadrac, using his "override" powers managed to override Dolman's abilities and the two fell into the abyss, disappearing into a flash of light. His story over, the homeless man starts walking away from Jonah. Jonah wants to know more so he asks him what happened to Shadrac, to Dolman, and how he managed to escape the ordeal but the homeless man continues to walk way, telling Jonah that he told him all he had to say. At that moment, Spider-Man and Iceman emerge from the sewers and ask Jonah if he has seen Shadrac or Dolman – the bad guys. Jonah replies that he is looking at the bad guy right now and that he is going to write about how he risked the life of an innocent homeless man down below. Perplexed, Spider-Man tells Jonah that there wasn't any homeless man down below. When Jonah turns around to quote his source, the homeless guy is gone.

ACT 5: A few blocks away, it is revealed that the homeless man was actually an amalgamation of both Shadrac and Dolman, the result of Shadrac overriding Dolman's powers. Shadrac vows to override whatever evil Dolman may try to do.