Peter is in study hall reading about something with science when Mary Jane runs up to him to tell him about a bag guy, which is the rhino, that is destroying the town. So he goes to get his locker to get his backpack that has his suit in it but as he is leaving he runs into Aunt May who is here for a parent teachers meeting with his teacher Mr. Depalma about how Peter doesn't pay attention enough in class, Peter eventually is able to get out and is on his way to leave when he sees the principle coming towards the door so he quickly bolts toward the cafeteria and out of the school where he sees Gwen Stacy in the trash crying about how her mom is leaving her. Peter knows that he has to go and he goes as soon as he thinks it's o.k. to leave her. He then was hit by a football by some jocks and he threw it back at them hitting one of them making them angry and they chased him. He eventually got away put his suit on and went all the way to New York City and by the time he got there Iron Man had already defeated and captured him.
- Ranked #8 in Wizard Magazine's list of "100 Best Single Issue Comics Since You Were Born".
- A homage cover of .