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Spider-Man finds himself in a shoot-out with Tarantula and Punisher after saving a cruise ship from hijacking. Plus, Peter’s friends grow suspicious about his double identity, and Harry Osborn discovers Peter’s spider suit!

At the end of the previous issue, the Punisher had Spider-Man at his mercy, with a gun pointed at his head. The Punisher thinks that Spider-Man was robbing a boat alongside the Tarantula, which has removed any doubts he had against Spider-Man not being a criminal. Spider-Man manages to use his agility to avoid the Punisher's gunshots, and the two briefly fight whilst the Tarantula escapes on a helicopter. After realizing the mistake he made, the Punisher tells Spider-Man to meet him at the museum in Fort Tryon, before jumping off the ship they're on into the water.

Spider-Man soon follows suit, whilst Flash Thompson flashes back to how Tarantula came on board and demanded a ransom. When some sailors tried to stop Tarantula, Tarantula demonstrated his fierce fighting skills, and kicked one off board. Spider-Man then turned up, and saved the sailor from drowning, but didn't come on board the ship. A few hours later, Spider-Man reappeared, and saved Flash from the Tarantula, but took a kick from a drugged shoe tip, and was weakened when the Punisher turned up. Flash starts to wonder where Peter disappeared to during all of this, when a man notices Peter in the water, having seemingly fallen off the boat. Peter is thrown a ring and pulled back on board.

A few hours later, at Peter's apartment, Harry Osborn sneaks in whilst Peter is in the shower, and opens up Peter's wardrobe to find Spider-Man's mask in Peter's drawer. Peter comes out of the shower a minute later, to find no one there. Peter then changes to Spider-Man, and goes to meet the Punisher. The Punisher shows Spider-Man a slideshow which tells him the origin of the Tarantula. A few years ago, Anton Miguel Rodriquez was a rebel trying to get rid of his country's dictatorship, but was so enthusiastic about violence that he was kicked out of the resistance. He was then employed by the dictatorship to become the Tarantula, and to take out his old comrades in the resistance. However, his methods were still too violent, and he was forced to flee from the dictators as well as the resistance.

The Punisher has worked out where the Tarantula's base is, and so Spider-Man and him go there. The Punisher gets inside and manages to take out the Tarantula's assisstants, but the Tarantula himself escapes. Spider-Man follows him, and manages to defeat him easily, since he's not on a ship that is rocking. The Punisher then turns up, and tells Spider-Man that they'll meet again someday.

Meanwhile, Harry Osborn enters an abandoned warehouse (which is actually the former base of the Green Goblin), ready to plot his revenge against Spider-Man.

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