Using the nullifier device he stole Doc Ock convinces Spider-Man that he is one of the Doctor's henchmen!
Continued on from last issue, Spider-Man has amnesia, and has been tricked into joining Doctor Octopus. The two make their way to Doc Ock's hideout, but upon arrival Doc Ock realises that the Nullifier is weakening, which is the reason it was meant to be taken to Stark Industries in the previous issue. He knows of the one thing that will fix it, the chemical Isotope 16, which is being kept at a nearby army base. He sends Spider-Man to go get the Isotope, along with a map to find his way there.
Spider-Man manages to get into the base by clinging to the underside of a missile being transported there, then goes through the air vents. He manages to find the Isotope 16, and grabs it, but is attacked by some soldiers. Spider-Man wins the fight, but in the scuffle he loses the map Doc Ock gave him. He then returns to Doc Ock's base.
When Spider-Man arrives at Doc Ock's base, the army has almost arrived there, guided by the dropped map. Doctor Octopus gets into a fight with Spider-Man, and in the midst of it the army gets into the house. John Jameson manages to grab the Nullifier on Doc Ock, which makes his mechanical arms useless. Spider-Man then goes away, trying to work out who he is.