This follows straight on from Issue 35. Pete is swinging home and comes across MJ, who he scoops up and takes with him. He explains about his tough day and she tells him how she's been apartment hunting.
Elsewhere, Jake and his girlfriend Ronda are driving home when they see lights in the school basement. They go to see what is going on. Steve has fixed himself up to some sort of exoskeleton thing. Jake thinks he's being attacked and flicks a power switch. The power surges through Steve (still in the exoskeleton) though giving him some sort of electrical powers.
In an interlude, we see a strange guy called Roland Rayburn – a businessman who seems to have some sort of hypnotic powers. He is being shadowed by a weird-looking metallic type guy called Tombstone. Robbie Robertson is coming out of a shop and sees Tombstone … he is shocked.
In another interlude, back in South America, Alvarez is undergoing some injections to make him ready for the Tarantula role again.
Back in Pete and MJ's flat, Steve (aka 'Phreak') strikes, knocking out their power and kidnapping Mary-Jane. Pete hurts his leg after battling with Phreak and finds it hard to touch him because of the heat. As Phreak has left with MJ, Pete changes into Spider-Man.
Phreak drags MJ to Times Square, knocking out the power in the process. MJ is knocked unconscious by the electricity around Steve. Spidey shows up but Phreak gets a power line around him and electrocutes him. Meanwhile, Jake is on his way to Times Square. Steve gets distracted when Jake tells him he's sorry and Spidey punches him into a light display. Steve/Phreak's powers disappear and he is left with Jake, who vows to look after him.