At night, Spider-Man helps the police catch a cat burglar. When he is put in jail, he ends up as a cellmate of the Chameleon. He tells the Chameleon of how he is related to the man partly responsible for a lot of the inmates being imprisoned in the first place. The Chameleon is told of how, when Spider-Man first appeared, all he wanted was fame and fortune, but after his cousin murdered Ben Parker, Spider-Man turned into a crime fighter. The Chameleon remembers how Peter Parker always gets the best pictures of Spider-Man and decides to visit May Parker to find a way of trapping Spider-Man. He and his partner Colleen trick May into seeing what she believes to be a vision of Ben (in reality, the Chameleon in disguise). May is fooled into visiting a medium called Mentarr (really the Chameleon), so that she can contact Ben's spirit. The Chameleon gets May to believe that Ben's spirit can only rest when Spider-Man has been made helpless and turned over to Mentarr. He gives May an amulet ...