Spider-Man goes toe to toe with Black Widow!
As Spider-Man leaves the Kingpin's house (from the previous issue), he passes the Black Widow, who realizes that if she could gain Spider-Man's powers, she would be unstoppable. The Black Widow's mind flashes back to how she was commissioned to be a spy in Russia, and transformed into the Black Widow. She had had the Crimson Dynamo serving her, and although she had enough powers to challenge Iron Man, she fell in love with Hawkeye upon meeting him. After a while, she began working for SHIELD, but her work with SHIELD led to the death of the Red Guardian, who had been her husband. The Black Widow then starts to design a new costume.
Meanwhile, Spider-Man returns to his apartment, and changes to Peter Parker before walking in. However, his face is badly bruised, and Gwen Stacy and Captain Stacy both think that it's from Spider-Man attacking him (which they think happened in the last issue). After Gwen Stacy and Captain Stacy leave, Peter notices that he is starting to feel sick.
Meanwhile, the Black Widow has finished making her new costume, and goes looking for Spider-Man, so that she can find out the secret of his powers and add his powers to hers.
Peter is still feeling sick, and goes web-swinging, to see if that will make him feel better. Unfortunately, his sickness refuses to go away. To make matters worse, the Black Widow soon finds him, and attacks him. As the fight leads to a construction site, Spider-Man's sickness keeps hindering him, leading to the Black Widow tying him up with her web-line. However, Spider-Man refuses to give up, and breaks free of her line, before jamming her wrist shooters with web fluid. Black Widow realizes that she really is no match for Spider-Man, and leaves.
Spider-Man manages to make it home, but is fearful that he's losing his powers. He takes a blood sample, and puts in under a microscope, but hesitates before looking, as he's scared of what will happen if his powers are gone.