Spidey and Black Cat begin to foster a romantic relationship. Felicia has stolen a mysterious canister from Doc Ock and the villain crashes in on the lovers to steal it back, taking the Cat along. Spidey frantically tries to track the Black Cat down and has to turn to the Kingpin for help. Spidey gets involved in power struggle between Doc Ock and the Owl who are both vying for the privilege of setting off a neutron bomb. Ock is victorious and the Owl is badly wounded. When Ock hurts the Black Cat as well, Spidey finally has had enough of the villain and rips his mechanical arms off.