PREVIOUSLY: In Spectacular Spider-Man #158, during a physics experiment at ESU with Professor Lubisch, Peter Parker/Spider-Man is bombarded with unknown energies and his spider-senses are somehow heightened and he gains amazing new abilities. With these newfound powers, he confronts the Trapster (a.k.a. Paste-Pot-Pete) – who earlier defeated him – and defeats him quite spectacularly using said abilities.

Unbeknownst to Peter/Spider-Man, The Wizard, Dr. Doom, the Kingpin, and Magneto have joined forces and traded enemies, hence The Trapster attacking Spider-Man.

In Spectacular Spider-Man #159, The Wizard helps the Brothers Grimm escape from prison and sends them after Spider-Man. Using a combination of magical powers and some of the Wizard's gadgets, the Brothers Grimm give Spidey a run for his money but Spidey still ends up defeating them, without ever using his newfound powers, which he manages to temporarily block out by the way.

Meanwhile in Times Square, Hydro-Man and The Shocker are battling The Rhino, a direct result of the whole enemy-trading scheme concocted by The Wizard, Magneto, Dr. Doom and the Kingpin. Spidey drops in to try and stop them and using his newfound powers, he takes the three of them out in one single blow. But, as he turns to talk to the crowd that has assembled around him, his spider-sense kicks in and the crowd suddenly starts revolting against Spidey for his involvement in the wreck of the Triboro Bridge and the near capsizing of the Staten Island Ferry, as seen in Web of Spider-Man #60. Fruits and other objects being thrown in his direction, Spidey swings off into the night, while Nick Katzenberg, who happened to be in the area, snaps a few pictures of the whole debacle to sell to J. Jonah Jameson.

A short while later, at the Penthouse apartment of J. Jonah Jameson, former publisher of the Daily Bugle, where we find JJJ, his wife Marla, and Mrs. Cynthia Bernhammer, Robbie Robertson's attorney. JJJ is busy raving about a news report on television on the subject of people protesting in front of the White House against super-humans when the doorbell rings. As Marla goes to answer the door, Jonah asks Cynthia about the status of Joe's presidential pardon. Cynthia replies that the president is considering Robbie's case and that they should know by week's end. At that moment, Nick Katzenberg – who was at the door – enters the apartment and after flirting with Cynthia (they're dating), tells Jonah that he has pictures of Spider-Man trashing Times Square and that he'll sell them to him if and only if he exclusively uses his photos for his own future newsmagazine that he plans to start up. Jonah seems to consider the idea.

Meanwhile in Midtown Manhattan, somewhere not far from the office tower owned by Wilson Fisk, a.k.a. the Kingpin of Crime, Dr. Doom is busy overseeing the repairs to T.E.S.S.-One when the Kingpin walks in followed by the man who instigated the whole enemy-trading scheme. The Kingpin and the instigator tell Dr. Doom that he has failed to focus his energies on the common goal and that instead, he seems to have become quite obsessed with Spider-Man's purported new powers. Doom replies that if he seems obsessed, it is with a desire to see Spider-Man utterly destroyed. Having said that, he pushes on a button on the control panel in front of him and T.E.S.S.-One is activated. Doom asks the robot to state its mission to which it replies that it must destroy all super-soldiers. Pressing on another button on the panel, a monitor comes down from the ceiling with an image of Spider-Man on it and stops in front of T.E.S.S.-One. Doom asks the robot to identify the super-powered being that is depicted on the screen to which it replies that it is a super-soldier. Doom concurs and asks T.E.S.S.-One what it should do if it encounters a super-soldier. Its robotic eyes glowing, T.E.S.S.-One destroys the monitor with one single punch while screaming "eliminate". The Kingpin is impressed with the robot's capabilities but still asks Doom what will prevent it from turning against them. Doom tells the Kingpin not to concern himself with impossibilities, as the robot is under his complete control. The instigator's thoughts reveal that he is concerned with this new development.

Meanwhile, in Lower Manhattan, at the Parker household, Mary Jane is hanging pictures around the apartment when Peter finally shows up, as Spider-Man. Peter tells MJ about his earlier altercation with Hydro-Man, The Shocker and The Rhino in Times Square and how people actually heckled him and acted like he was a menace instead of showing him gratitude for saving their lives. MJ replies that she saw the battle on the TV news and that he did looked like a menace. This takes Peter by surprise and he is so offended that MJ is not taking his side that he puts his Spider-Man mask back on and swings off through the skylight.

Making his way across the city, Peter wonders about what's happening to him and how he snapped at MJ the way he did back at the apartment. Suddenly, his spider-sense kicks in so overpoweringly that he must come to rest on the side of a nearby building to try and regain his focus. As he tries to shake it off, T.E.S.S.-One suddenly appears and tries to take him down. Spidey dodges the attack but T.E.S.S.-One comes crashing through the side of the building on which Spidey had come to rest. Spidey webs up the side of the building to prevent it from crumbling, saves some of the workers that had fallen out of the building when T.E.S.S.-One crashed into it, and takes off after it, all to the screams and jeers of nearby bystanders who are pissed off at him and T.E.S.S.-One for creating all this chaos. Spidey starts mouthing off back at them when his spider-sense suddenly kicks in overdrive, sending him to his knees. Shaking it off, Spidey stands back up and faces up to T.E.S.S.-One, who is now flying on a crash course towards him. With all his might, Spidey punches the robot and sends it flying across the city and into the Queensboro Bridge. Spidey web-slings towards the bridge where he finds the robot tangled up in the structure. To Spidey's utter amazement, the robot is absorbing the bridge's steel superstructure to repair itself. Miles away, in his control room, Dr. Doom is pleased that T.E.S.S.-One is responding to the modifications in its design implemented by his equipment. He revels in the fact that T.E.S.S.-One will be forced to draw on Spidey's own energies to defeat him and that once those energies have been assimilated by T.E.S.S.-One, he – Dr. Doom – will make them his. Back at the bridge, T.E.S.S.-One grabs a car off the bridge deck and throws it at Spidey. The web-slinger grabs the car in mid-air and safely puts it down on the bridge deck. Another car is sent his way and Spidey does the same again. Spidey has had enough however and using his newfound powers, he gathers all the energies surrounding him and he shoots the robot with large beams of energy coming out of his fists, annihilating it completely. Fearing that Spidey is going to hurt them next, bystanders on the bridge quickly run off in all directions, while Spidey ponders about what he just did.

Later that night, a small hovercraft driven by Dr. Doom appears above the river seemingly looking for something. Doom suddenly drops the hovercraft underwater where he continues his search until he finally finds what he had been looking for: T.E.S.S.-One's skull casing, which he had modified to absorb a quantity of the energies expended by Spider-Man during the climactic stage of battle – insufficient to allow T.E.S.S.-One to re-construct itself – but more than adequate for his needs: "With the power stored in the artefact's skull-casing, I will soon achieve my destiny. For power is destiny and destiny is DOOM."

To be continued in Web of Spider-Man #61 and concluded in Amazing Spider-Man #329.