Doctor Octopus and Kingpin break Felicia's father, John Hardesky aka The Cat, from prison. As a boy, The Cat witnessed the creation of Captain America and knows the formula they used. Now Kingpin wants the information for himself.
Spider-Man has been refusing to work with Black Cat because he doesn't want anyone close to him getting hurt anymore. Meanwhile, Kraven returns to New York to hunt down the Stalker, a creature he has been said to have created.
Smythe kidnaps Black Cat and tells Spider-Man that he'll set her free if he finds Scorpion or the Vulture. Smythe is planning to help make Silvermane an adult again using the neogenics from the two of them.
Spider-Man has revealed his true identity to Mary Jane and has asked her to marry him. She accepts. But now, a band of lizard beings kidnap Dr. Conners and take him into the sewers, claiming him to be their father.
Hobie Brown has always wanted power. After he saves Kingpin's son, Kingpin offers him a new battle suit. Hobie soon takes on the name "The Prowler". But when Kingpin double-crosses him, Hobie turns to Spider-Man for help.