Spencer Smythe has created a Spider-Slayer robot for J. Jonah Jameson to use against the Wallcrawler. But when Jameson fails to capture Spider-Man, Smythe takes over control with designs on killing the hero!
Continued on from last issue, Spider-Man has just fallen into a large body of water and is seemingly dead. Ka-Zar examines him more carefully and finds out that he is still alive, and manages to revive him. Somehow the shock of falling into the water cured Spider-Man's amnesia too.
Meanwhile, J. Jonah Jameson is contacted by Spencer Smythe, who built the first Spider Slayer.He tells Jonah that he has a new robot, more powerful than the first. Jonah goes to Smythe's house, where Smythe demonstrates his robot. After Jonah is convinced that it can destroy Spider-Man, they send it out to find him.
Spider-Man has just gotten home and is about to get changed to his civilian identity, when he hears something clanking up the wall. He puts his mask back on and looks out to see the Spider-Slayer. Luckily Jonah thinks he was robbing the place, and doesn't suspect that he lives there. Spider-Man runs from the robot for a while, only managing to survive because it's so slow. After a bit he works out how to defeat it, and looks up Smythe's address in the phone book. He arrives there, and manages to short circuit the Spider-Slayer by overloading its circuits with spiders.