The Prowler is back! But the return of this villain is the least of Peter’s worries because Gwen Stacy is leaving for England to stay with her uncle…for good.
At Gwen Stacy's house, Gwen is still mourning the death of her father when she gets a phone call from her uncle Arthur in London, who offers for Gwen to come and stay with him and her aunt. Gwen tells him that she'll think about it, and a minute later Peter Parker comes in. Gwen tells Peter about her uncle's offer, and although Peter tries to convince her to stay at first, he remembers that she hates Spider-Man, and that he should let her go if she want to. After Peter leaves Gwen's apartment, he goes web-swinging to take his mind off Gwen.
Meanwhile, Hobie Brown is remembering how Spider-Man asked him to impersonate himself a few months ago. Hobie remembers how at the place Spidey had asked him to go to, Captain Stacy had been there. Hobie is worried that Spider-Man might have somehow framed him for Captain Stacy's death, and so changes to the Prowler and goes looking for Spider-Man.
Meanwhile, Spider-Man decides that he has to tell Gwen Stacy his real identity, to prove that he loves her. However, when he reaches her apartment, he is attacked by the Prowler, who thinks that he is after Gwen. As Spider-Man tries to escape from the Prowler, the chase leads to the inside of a chimney. The Prowler loses his grip and falls down it, knocking him out. After Spider-Man burns his costume, he takes Hobie to hospital.
He then decides that he has to see Gwen and convince her not to leave, but when he reaches her apartment he finds someone else unpacking inside. Spider-Man then swings to the airport, and changes to Spider-Man, only to miss the plane taking Gwen to London by moments.