The story opens with Peter Parker being rushed into the ER by EMS staff. Mary Jane, who came along (obviously) is asked to wait outside in the waiting room while they work on stabilizing Peter. While they work on him, Mary Jane cannot help but to think that perhaps the degeneration has taken its toll on Peter, who was revealed to be the clone in Spectacular Spider-Man #226. She cannot imagine her life without him, especially since she is soon going to give birth to their child.
Meanwhile, at the Iron Rock, Spider-Man (a.k.a. Ben Reilly) has his hands full with Dragon Man who was just released (unwillingly) by Will O'The Wisp. To make matters worst, heavily armed security guards have showed up to apprehend Dragon Man and they are shooting first and asking questions after. This only serves to further infuriate Dragon Man and if it weren't for Spider-Man's intervention, the guards would be fried chicken. After convincing the guards to let him try something, Spidey approaches Dragon Man and tries to calm him down. But, just as it seems to start working, some overzealous guard decides to shoot Dragon Man in the back. Ticked off, Dragon Man turns to the man and prepares to incinerate him on the spot. Fortunately for the guard, Spidey jumps in front of him and implores the beast to stop. Suddenly, Dragon Man lets out a huge scream and falls face-first to the ground. As the dust settles, it is revealed that Will O'The Wisp used his translucent abilities to remove the override component that he had implanted in Dragon Man's brain in the previous issue, causing Dragon Man to lose consciousness, as he too did when Spidey removed his.
Back at the Roxxon Facility in Rye, Dr. Jonas Harrow is furious with Will O'The Wisp for not responding to his summon. He goes on and activates the implant in Wisp's brains in order to destroy him, unaware however that Spidey already removed it. As he savors Wisp's presumed demise, one of his subordinates, Davis, informs him that he just gained access to Dragon Man's optic relays. As Davis clicks away on his computer keyboard, an image of Spider-Man appears on a 3-D display. Suddenly however, communication and control of the creature is lost; the result of Wisp removing the implant from Dragon Man's brain (as described in the previous act). Harrow is oblivious and instructs Davis to locate the problem and fix it.
Meanwhile, in the cavernous tunnels that make up much of the Iron Rock facility, armed guards are making their way upstairs to apprehend the intruders (Will O'The Wisp, Spider-Man, and the recently released Dragon Man). As they make their way up, they are unaware that another mysterious man has penetrated inside the facility with the objective of stealing super-weaponry.
Several floors higher, Wisp thanks Spidey for helping him get rid of the brain implant Harrow used to blackmail him and vows to even the score with Harrow. Spidey concurs and tells Wisp that he’s figured out how they can get their revenge.
At the Roxxon Facility in Rye, Davis manages to get Dragon Man's optic relays back online and the first image that comes up on the screen is that of a defeated Spider-Man. Harrow is ecstatic and instructs Davis to bring the creature home.
At the hospital, Mary Jane tries to get a hold of Ben Reilly but to no avail. As she hangs up the phone, Peter's doctor comes up to her and lets her know that Peter's condition is deteriorating and that the best they can do, for the time being, is keep him stabilized and comfortable until they can figure out what is causing his sudden illness.
Dragon Man arrives at the Roxxon Facility in Rye and is greeted by a very ecstatic Harrow. His joyfulness is cut short however, when it is revealed that both Spidey and Will O'The Wisp used Dragon Man as a Trojan Horse to get into the facility. Freaking out, Harrow instructs his men to use the creature against them. Within seconds, Dragon Man turns against Spidey and tackles him through a wall and into a large projection dish, which explodes upon impact and causes the computers to stop functioning, thus preventing Harrow and his men from controlling Dragon Man. Harrow is confident that Dragon Man will carry out his final directive and proceeds to tell the creature to kill Spidey. As the creature prepares to deliver the deathblow, it suddenly stops dead in his tracks. Harrow is furious and cannot believe what is happening. Just then, Will O'The Wisp appears and phases his hand through Harrow's chest, presumably reaching for his heart. Spidey yells at him to stop and Wisp does and goes on telling Harrow that he has no heart, just as he thought.
A short time later, after exchanging thanks, Spidey and Wisp part ways and release Dragon Man, hoping that the creature will enjoy its life of freedom.
The end...for now.