Cardiac may not be as misinformed as Spider-Man believed, after a sinister plot by the TechToy Factory comes to light. A new victim of Carnage emerges. Peter must make a choice between saving one person’s life over another.
Spider-Man starts in a jam at the Toytech factory. On one side, Cardiac lays unconsious on a conveyor belt about to get some new implants, and on the other, a security guard hangs from a crane railing with the crane heading straight for his hands. Spidey finds a way to save them both, but Cardiac gets away. But not before getting some information from the Toytech mainframe. Cardiac discovers Toytech's parent company Stane International has been developing some nasty weapons and goes out again to stop their evil practices.
This time Spider-Man gets there first and to help Spidey understand his motives, Cardiac explains his origin. While relating his story, the antsy executive who was at the plant summons a squad of security guards to take out both Spider-Man and Cardiac. The two team up to get out alive and make short work of the rent-a-Iron-Mans. In the end Stane was forced to stop weapons production because of the plants location. Cardiac leaves Spider-Man with a note saying "One Down, a World to Go"