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Gwen and George Stacy's lives hang in the balance! Meanwhile, Norman Osborn's memories slowly return.

After Captain George Stacy is accused of breaking into confidential police files, Gwen Stacy and him leave town. This worries Spider-Man, since he doesn't know where they are, and the Kingpin could kill both of them.

Looking for clues as to where the Kingpin is, Spider-Man goes to the club he and his goons previously occupied. He finds a part of a machine from Norman Osborn's chemical company, and decides to check there on a hunch.

When Spider-Man gets there, he finds out that Captain Stacy and Gwen Stacy have both been found and kidnapped by the Kingpin. Spider-Man manages to defeat Kingpin when the Kingpin's trick tie pin fails to work. The Kingpin's technical man has Captain Stacy and Gwen at gunpoint, but Norman Osborn appears out of nowhere and tackles him. The gunshot goes wild, and destroys the brainwashing machine. Unfortunately the explosion of the brainwashing machine loosens a vat above Gwen and Captain Stacy, and Spider-Man only just manages to save them. In the confusion the Kingpin has managed to get Norman Osborn's private helicopter and escape.

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