ACT 2: It's Rick Turker, her co-star in the movie she is currently shooting; he is dressed as a giant-lobster – the superhero he is playing in the movie. MJ introduces Rick to May and Peter, whom she refers to as her husband from whom she is separated. The scene here is quite hilarious. However, this means that MJ must get back to work. Peter is frustrated that he has come all this way to talk to her and that she must now go. She agrees to talk to him later. "A little", she says.

ACT 3: The Embassy Crown Hotel. The penthouse of Carlyle: the individual who tricked Doctor Octopus into sharing information about his metal tentacles, which he later replicated and improved to commit heinous crimes, while the real Doc Ock was unwillingly detained (this occurred in last issue). Unknown to Carlyle, however, is that Doc Ock managed to get free and the waiter entering his room at the moment is spying on him for Doc Ock who is waiting downstairs to confirm that Carlyle is in his room. Once the confirmation is made, Doc Ock takes off his trench coat and climbs the outer walls of the building to reach the floor where Carlyle resides. Doc Ock crashes through the window and a fight naturally erupts between the two (Carlyle had seen Doc Ock's reflection in the coffee pot and had gotten ready to take on his adversary). The clashing of metal tentacles resonates inside the hotel.

ACT 4: Meanwhile, Mary Jane is having a discussion with her co-star, Rick Turk, about what drives a man to be a superhero and the relationship between the man underneath the costume and his wife. Mary Jane relates to the conversation but one can easily see that she is saddened about being apart from Peter.

ACT 5: Peter and May are heading towards the studio cafeteria when a news broadcast shown on a nearby TV catches Peter's attention. It is about an attack at the Embassy Crown Hotel. Peter tells his aunt that he must go. Tears in her eyes, she tells him that she will be waiting for him.

ACT 6: The battle rages on between Carlyle and Doc Ock. Buildings surrounding them are starting to collapse. Fortunately, Spider-Man finally shows up. However, what he does not know is that not only does he have to face the real Doctor Octopus, he must also face Carlyle and his improved version of the metal tentacles originally created by Doc Ock (Peter was long gone when the news broadcaster announced that there were two individuals attacking the Hotel). Both villains assault Spider-Man simultaneously. Spider-Man manages to temporarily blind Carlyle by webbing his face. He is now solely confronted to the real Doc Ock. Meanwhile, Carlyle has managed to get the webbing off his face. He appears to strike at Spider-Man with full force but he actually aims at Doc Ock, whom he briefly knocks out. He then uses his tentacles to destroy one of the load-bearing walls, so as to bring the whole place down around them. However, he escapes through a window before this happens. Spider-Man tries desperately to prevent the collapse while nearby civilians flee for their life. He begs Doctor Octopus, who has regain consciousness, to help him out, for the civilians' sakes. The latter does help but once the last civilian is out of the building, he leaves Spider-Man to himself. The building crumples to the ground, trapping our hero underneath the rubble.