At the start of this issue, the Lizard is running amok, looking for Spider-Man. For a split second he remembers his wife and son, before reverting back to his killer personality. He remembers the last time he and Spider-Man fought, how Spider-Man managed to trick him into a refrigerator carriage on a train, which sapped him of his strength.
Meanwhile, Spider-Man accompanies Martha and Billy Connors home, and promises them that he'll find a way to defeat the Lizard without hurting him. After a day as Peter Parker, where he visits Gwen Stacy, Peter hears a news bulletin warning that the Lizard has gone on a rampage. As Spider-Man looks for him, he is unexpectedly attacked by the Lizard, who slices through his webbing. Upon getting to the rooftop the Lizard is on, Spider-Man tries fighting the Lizard, but is unable to penetrate his scaly hide. After the Lizard throws Spider-Man into a chimney and nearly knocks him out, Spider-Man works out a way to beat him. He lets the Lizard hit him, and is about to be thrown off the roof (which is part of his plan) when the Human Torch unexpectedly flies by, and saves him.
The Torch then takes him to the top of the roof, where the Lizard is, and prepares to fight the Lizard. As he does so, Spider-Man remembers that he promised not to let any harm to come to Curt Connors, and if the Human Torch fights him, then Curt may die!