ACT 1: After a night of web-slinging, Spider-Man comes to rest on his apartment rooftop, where he finds Big John Anderson snoozing. When Big John awakens, Spider-Man asks him if he is the fellow they call the Kiwi Kid (see Spectacular Spider-Man #7 for further details). The story shifts to Doctor Octopus secret hideout: his childhood home. There we find ambassador Hayyan Zarour, who awakens tied up to a mattress next to a dummy with a bomb strapped to its chest. Standing over him is Doctor Octopus who recounts a story from his childhood: "When I lived here as a child, this was not a happy place. My mother, I now realize, coddled me. My father went to the other extreme. My parents would argue about me on a daily basis. I was the focal point of their miserable existence. Every moment I spent in this house was an exercise of contradictions. She loved me in the worst way possible. My father hated me for admirable reasons. Strength, it was all he would talk about, it was his entire focus in life, and it ruled his world. Strength and pride; 'Never rely on others', he would say, 'when you can rely on your own two hands'. One day, my father slipped on a scaffolding while at work. It had been raining heavily. He was trying to rivet a girder when he should have been inside. He broke both ankles, his left shin and right hip were shattered; he separated five ribs and dislocated his shoulder. And he insisted on coming home. My father lay in bed for week, coughing and moaning to himself. He developed a highly resistant strain of staph infection. His right leg became gangrenous. Still he refused to go to the hospital. My mother, fed up with him, left one night, leaving me behind, blinded by her anger and frustration. That night, my father died. I remember hearing a noise as I played in the hallway. I was too afraid to go inside in case my father shouted at me. Eventually I summoned the courage. I found him lying there on the bed, already beginning to bloat. His tongue was black and his eyes stared at the ceiling as if he were trying to bore a hole through the sky. It began to rain outside and I could hear the patter of water on the glass. Then there was only quiet...the ticking of the clock on the mantel. I sat there with the cold, dead corpse of my father until the sun came up. And not once in that whole time did I so much as move, in case he woke up." His story over, Doctor Octopus tells ambassador Zarour that he is afraid to die before being able to prove to his father that he could have trusted him and been proud of him; and that he doesn't need a fool like Spider-Man to get in his way before he finishes. Having said what he had to say, the evil Doctor leaves, but not without starting the timer on the bomb strapped to the dummy lying next to Zarour.

ACT 2: Back at Peter's apartment, our hero tries to remain calm, before heading to Times Square. He comforts his wife as best he can and heads out of the window, web-slinging towards his destiny. At Times Square, a news anchor describes the events that have transpired since the kidnapping of ambassador Zarour. Down below, amongst the crowd is Captain Cleeland of the NYPD. A young officer runs up to her and hands her a note. She recognizes the writing in the note as that of Detective Neil Garrett. Having read the note, she immediately orders one of her subordinates to have the sewers below Times Square evacuated of all personnel. Meanwhile, miles away, Spider-Man has enlisted the help of the Kiwi Kid (i.e. Big John Anderson) to climb up a utility pole and film in the direction he is pointing at; a direction that is not revealed to the reader...yet. He then leaves towards Times Square. Meanwhile, Detective Garrett and several agents of the Israeli Secret Service, guns in hands, are getting ready for some sort of confrontation.

ACT 3: Spider-Man finally arrives in Times Square, seconds to spare before Doctor Octopus shows up. His spider-sense screaming danger, Doc Ock comes crashing through the street from below. Doc Ock declares to the millions of people watching him that once Spider-Man reveals his identity, he wants him to be prosecuted to the fullest extent of the law, to become mired in a legal morass until the end of his days, and most of all, he wants him to be reduced from legend to common man. As the clock turns to twelve, Spider-Man begins to take off his mask as millions of people watch. Everybody appears shocked including Doctor Octopus: "No...your face! What have you done?"