Spencer Smyth builds J. Jonah Jameson a new Spider-Slayer robot, but JJJ doesn’t know that Smyth has his own plans for the hunting-killing machine.
At the start of this issue, Spider-Man is thinking about how glad he is to be in New York, rather than the Savage Land (where he was the past two issues). Spider-Man also thinks that the Bugle will make a lot of money from the Savage Land story, and that means he can get money from J. Jonah Jameson. At the Bugle, Randy Robertson and a group are having a rally, since they don't think the Bugle cares about the common man. J. Jonah Jameson then arrives at the Bugle, and gets into a fight with the rallyers. Before things can heat up any more, Spider-Man swings down and takes Jameson away, and leaves him on a flagpole. However, as Spider-Man swings off, Jonah yells that he's got something waiting for him that will even the score.
Spider-Man returns home, and changes to his Peter Parker identity, since he and his friends are having a party for Harry Osborn, who's getting out of hospital that day. Peter's friends arrive before Harry does, and Gwen Stacy reveals that Flash Thompson is back from Vietnam from good. Whilst Flash and Gwen talk, Mary Jane draws Peter away, and starts flirting with him. Just as Peter is about to explain that Mary Jane's flirting with him is what led to Harry taking a drug overdose, Harry arrives. As the party goes on, Peter can't help but notice there's something different about Flash; almost ominous.
Meanwhile, J. Jonah Jameson sneaks away to the laboratory of Spencer Smythe, who he has paid to make a new Spider Slayer. Smythe presents Jonah with a large, spider-shaped robot, claiming that since Spider-Man defeated two human shaped robots, a spider shaped robot should be more than enough for him. He then demonstrates that the robot can shoot out webbing, wall crawl, and is much faster than Spider-Man. Jonah is convinced, and prepares to use it against Spider-Man.
The next day, Jonah controls the robot and sends it out into the city, looking for Spider-Man. After a short search, the Spider Slayer finds Spider-Man, although when Jonah tries to get it to attack Spider-Man, nothing happens. As Spider-Man swings off, the Slayer starts again. However, upon the Slayer getting closer to Spider-Man, the controls fail to work again. All the while, Spider-Man is searching the rooftops, where tiny, mysterious gadgets have been put.
Finally, the Spider Slayer works, and attacks Spider-Man. Although the match is fairly even, Spider-Man can't help but wonder why Smythe would build another Spider Slater, as he has beaten the previous two and Smythe doesn't need Jameson's money. As the fight goes on, the Slayer stops responding to Jonah completely, and knocks Spider-Man into a research laboratory which is filled with computers. As the fight rages on, the Slayer manages to knock out Spider-Man, before stealing a computer unit from the research lab. It's then revealed that Smythe has been overriding Jameson's controls, so that he could steal that unit.
Smythe then gets the Slayer to return to him with the unit, whilst commenting on how video scanners had been placed on almost all rooftops, to help prevent crime (which were the gadgets Spider-Man noticed earlier). With the Slayer having taken the one control unit Smythe needed, he can now spy on anything or anyone he wants. Smythe then uses cameras to spy on Spider-Man, who has just awoken, and watches him unmask.