At the start of this issue, Gwen Stacy is at home, when she realises that people are watching the Parker house. As she continues to watch, she sees the people all run off into vans and drive away.
Meanwhile, over in Manhattan, Spider-Man is fighting Doctor Octopus at the set of the Spider-Man film. The two fight for a while before Doctor Octopus manages to electrocute Spider-Man with on of his tentacles. It looks like Spidey is done for for a second, but then one of the stuntmen from the film sneaks up and smashed Doctor Octopus's head. This distracts him long enough for Spidey to get free. Spider-Man then manages to grab of of Doc Ock's tentacles and throw him into a tunnel.
Back at the Parker house, Mary Jane bursts in to tell Gwen that she is officially not grounded any more. Mary Jane looks around for Peter before Gwen explains that he's (supposedly) at work. The two turn on the TV to see Spider-Man fighting Doctor Octopus. Mary Jane panics and leaves the house.
Back at the tunnel, Doctor Octopus finally succeeds in knocking out Spider-Man. When Spider-Man wakes up, he finds that he's tied up on a plane, heading for places unknown!