George Stacy has been brainwashed by the Kingpin. Spider-Man must put a stop to the Kingpin's plan, but can he do it without hurting Gwen's dad?
Spider-Man has just discovered that the Brainwasher is his old foe, Kingpin. Kingpin attacks Spider-Man, but Spider-Man manages to smash the brain-washing machine and escape in the confusion. Unfortunately, whilst it sets back Kingpin's plans, the electric shock has given Peter double vision, which means he can't fight Kinpin until it clears up.
Back at the club, Mary Jane runs over to Gwen Stacy and Harry Osborn, explaining that she was just used as a shield against Spider-Man (which happened in the previous issue). At first they are concerned, but then Captain Stacy turns up and explains that nothing is wrong. All of them go back home. Peter Parker goes to visit Captain Stacy and see what happened to him, but Captain Stacy attacks Peter. Peter defends himself, but Gwen thinks that he was attacking her father for no reason. She tells Peter to get out. After he leaves, Captain Stacy calls up the Kingpin and warns him that Peter suspects something. Kingpin sends his thugs over to Peter's apartment to kidnap him, but luckily Peter is away when they come.
Later, whilst swinging around town, Spider-Man comes across Captain Stacy and some thugs at the police station. He manages to take a picture of them breaking into the confidential files, and sells the photo to J.Jonah Jameson. Jonah prints out a special edition, which clearly says Peter Parker took the photo of Captain Stacy breaking into police files, shocking Gwen.