A short time later, at the Polaski Towers, in the penthouse refuge of one of the Chameleon's many aliases, retired Detective Terry Martin, the Chameleon is completely furious with Spider-Man. Furniture is flying all over the place and when he sees a report about Spidey capturing the above bad guys, he takes a rifle and blasts the TV set. Smoke still coming out from the end of the rifle, knocks on the door are heard, following by somebody shouting at him to keep it down. The Chameleon transforms into Detective Martin and answers the door; it's the landlord. The faux-Detective Martin apologizes to the landlord and explains that some of his actor friends from the Broadway musical Les Misérables have popped in and began an impromptu performance and things have gotten a little out of hand. The landlord, an obvious theater fan, is so taken aback that he forgets all about the noise and starts to suck up to the faux-Detective Martin to get some tickets for the show. The faux-Detective Martin tells the landlord that he'll look into it and closes the door. He then switches back to the faceless being that he is and realizes that he must remain calm and not arouse any suspicions. Walking around the penthouse, he comes across a picture of him and his half-brother, Sergei Kravinov, a.k.a. Kraven the Hunter, and he obviously misses him very much and wish he was still alive to guide him. Suddenly, the Chameleon has a stroke of genius and realizes how to slow down Spider-Man: hiring an assassin to distract Spidey and buy him time for the next phase of his sinister plan.

Meanwhile, at the Parker apartment, Peter stops by to stock up on web cartridges for his web-shooters. Mary Jane tries to coax him to stay home and rest and offers to share his pain, rather than keeping it all bottled up. Peter replies that he's not bottling up his emotions; he is saving them for the Chameleon. MJ rhetorically asks Peter if he's going to kill the Chameleon when he finds him; Peter does not answer. MJ tells Peter that she understands that he is hurt and explains that she hurts too. Peter snaps at her and tells her that she knows nothing about pain, loss, and sacrifice, because all she ever does is run from the hurt. He tells her to go out dancing, as he's got things to do. He then takes off into the night via the skylight. MJ is once again left alone.

Back at Detective Martin's penthouse, the Chameleon has reassumed Martin's identity, as he has a visitor. The man is the representative of an organization, the Taylor Group, that specializes in tracking and taking down super-powered beings for large amounts of cash. The man shows the faux-Detective Martin a demonstration of the human cyborg known as Tracer and explains that Tracer custom-designs special weaponry for each case he is assigned to. The man then assures the faux-Detective Martin that, if something goes wrong, no one will be able to trace anything back to him.

Spidey feels bad for the way he talked to Mary Jane, yet he does not seem to care that much. What he cares about is finding the Chameleon and tearing him apart.

J. Jonah Jameson is sitting down in his office, pondering about how ironic it is that he's decided to stop running anti-Spider-Man editorials in the Daily Bugle just as Spider-Man has started going on a rampage across the City. Throwing his newspaper aside, Jameson realizes that he has bigger problems to deal with, for instance, his marriage, which is borderline on the rocks. Jameson ponders about giving her a call...after he's done writing his article.

Back at Detective Martin's penthouse, the Chameleon is plotting his evil plan, which is to arrange a full-scale prison break using Detective Martin’s access to the Prison Transport Schedule.

In another part of town, Spidey has taken out more bad guys in his search for the Chameleon and comes to rest on the ledge of a building. Though Spidey's captured several bad guys, a police captain on the scene is not pleased at all with his vigilante heroics, and he yells at him from street level. Spidey is so tired and irrational that he actually contemplates swinging down there to web his mouth shut. Suddenly, his spider-sense kicks in. Just then, a barrage of high-intensity lasers blow up parts of the building next to him; Tracer has arrived. Warned by his spider-sense, Spidey moves out of harm's way and tries to figure out what is going on. Tracer then shoots these red capsules that look like Vitamin at Spidey. Somehow, the capsules start to follow him as he climbs up the side of a building.

Back at the Parker apartment, Mary Jane tries to think of someone to call to talk about what is going on with Peter. She considers calling Johnny Storm of the Fantastic Four and the Avengers but soon realizes that it could compromise Peter's secret identity. She resolves into trying to call Felicia Hardy, a.k.a. the Black Cat, but the number has been disconnected. Again, she finds herself alone.

The capsules erupt around Spidey, dispersing some kind of gas around him, leaving him disoriented and confused. Tracer uses that opportunity to swoop in and punch him. Spidey starts to fall but manages to slow his decent by snagging a nearby building with a web-line. He takes a second to catch his breath and starts to climb the building. Just as he reaches the rooftop, Trace swoops back in and traps him in a large net. As Spidey struggles to set himself loose from the net, Tracer lands next to him and prepares to deliver the deathblow.

Uptown, the Chameleon uses the fact that Spider-Man and Tracer are battling it out to move to another site, which is part of the next phase of his evil plan. The Chameleon's thoughts reveal that he would rather be dead in lieu of his half-brother, Kraven the Hunter.

Trapped in the net, Spidey knows he only has one chance to make it count so he shoots web in Tracer's visor. While Tracer tries to get rid of the web, Spidey tears the net and rips Tracer's weapon off his gauntlet. He then punches him and sends him falling to the ground. Trace retaliates with a faceful of heavy ordnance at Spidey. But, in doing so, he causes the roof to give away. Both he and Spidey fall inside the building, occupied by innocent workers. His mask half-torn, Spidey is shaken up and tells everybody to evacuate now. Unfazed by the fall, Tracer snags Spidey with a high voltage grappler. Electricity courses through Spidey's body but his devotion to his wife, Mary Jane, gives him strength and he manages to break free from the grappler. He then punches Tracer with all his might and sends him flying out of the building and through the wall of another. Spidey swings after him and before Tracer is able to get back on his feet, Spidey points the weapon he ripped off Tracer's gauntlet earlier at him and instructs him to talk. Tracer refuses to talk so Spidey reveals that he's figured out that it was probably the Chameleon who hired him. Tracer replies that it wasn’t the Chameleon, because there is no way he would work for super-powered scum. Spidey explains that the Chameleon specializes in disguise so he can look like anybody. He suggests to Tracer to use his high-tech equipment to run a check on the name of the guy who hired him. Tracer does just that and realizes that Spidey was right because, according to his check, Detective Terry Martin died in the line of duty a little while ago. Tracer admits that there is a discrepancy in his files and reveals who hired him and where he can be found. Just then, a small hovering craft comes by and a grappling hook grabs hold of Tracer. The craft then flies away before Spidey is able to do something about it.

A few minutes later, Spidey crashes through the window of Detective Martin's penthouse apartment only to find the place empty. The Chameleon is gone but has left a message for Spidey: "This isn't the beginning anymore. And it's not the end. But it is the end of the beginning!".

A short time later, Peter/Spidey stops by the Parker apartment. MJ implores him to stay with her and take her hand. Peter almost does but in the end, he grabs another mask and tells MJ that he only stopped by for another mask.

To be continued in Web of Spider-Man #112.