After regaining consciousness from his gunshot wound that he got from saving Captain America’s life, Spider-Man sees the Green Goblin, the Vulture, Electro, the Sandman and Kraven, who have all recently escaped from a S.H.I.E.L.D. prison fly by overhead. Spider-Man decides to forego a trip to the hospital in order to follow the villains and try to stop them from causing anymore harm. He follows them right to his home in Queens where he finds an unconscious Green Goblin and the remaining villains standing over the knocked out bodies of the Human Torch and Iceman.
In front of his house in Queens Spider-Man is standing, but just barely, in front of Electro, Kraven and the Sandman. The Green Goblin and the Vulture are down for the count but so are the Human Torch and Iceman. With his gunshot wound Spider-Man is definitely not at 100% and he knows this. He tries to bluff the three villains by saying that S.H.I.E.L.D. is right behind him and will be here any minute but they don’t buy it.
They launch themselves at him but Spider-Man, being the clever superhero that he is, kicks out a fire hydrant, which sends water shooting straight up into the air. Using his amazing strength he puts his hands into the stream redirecting the water at the attacking villains. Electro’s power kicks in and he inadvertently electrocutes the Sandman and Kraven. Spider-Man grabs a powered down Electro with a webline and using the last bit of strength he has remaining pulls Electro right into his fist that knock him out flat.
Looking up, a hurt and exhausted, unmasked Spider-Man sees that the entire neighborhood has shown up and a bunch of them are taking pictures of him with their cell phones. Spider-Man asks if maybe someone would be so kind and phone an ambulance because he’s been hurt. Just then one of the bystanders shouts out a warning just as the Sandman smashes into Spidey. Using a webline to pull himself out of the sand, in mid air, Spider-man gets kicked by a revived Vulture.
As Spider-Man lands on the ground in front of a bunch of people, the Vulture hurls a couple of grenades at him. Spider-Man tells everyone to run as he throws up a web shield to dampen the explosion. It does negate some of it but not all and Spider-Man gets even more damage as he gets thrown to the ground with his back scorched.
Aunt May and Gwen are driving to wherever it is that is not their house in Queens when Gwen asks May if she’s all right. Obviously she is not and that she is worried sick about Peter and what he’s going through. Even though he is this superhero, to her he is still just a boy; just a teenager. He shouldn’t have to carry the weight of the world on his shoulders. Aunt May’s phone rings and it’s one of her neighbors telling her that everyone knows Peter is really Spider-Man and that he is in some serious trouble. Aunt May swerves the car around desperate to get back home to her nephew.
Back in Queens Spider-Man is taking some serious punishment from the Sandman and the Vulture when the neighbors try to help him and get him away from the villains. Just as the Sandman is about to attack again he gets hit by an electric blast from a now awake Electro, who tells everyone that if Osborn is down for the count then Spider-Man belongs to him. Spider-Man makes a joke about how he feels Electro is really insignificant to him, which causes Electro then rises into the air about to finish Spider-Man off when he gets shot in the chest.
He is quickly shot again a number of times and as he falls to the ground he sends out a huge electric surge that hits both the Sandman and the Vulture. On the ground it is Aunt May holding the smoking gun. She rushes over to her nephew as Gwen checks to make sure Johnny and Bobby are ok. In Aunt May’s arms Peter tells her that he has been shot and she then makes sure that someone has called an ambulance. Holding her nephew he apologizes for everything he has put them through because of his powers. They share a tender moment together when a shadow falls over them. Looking up they see that the Goblin has come to and he is pissed.
Big battle time with a damaged Spider-Man taking on Kraven, the Vulture, Electro, and the Sandman at various times. He doesn’t have to fight them all at once though because each of them gets knocked out at different times in the fight only to trade off like a tag-team match with each other.
Aunt May and Gwen turn around from escaping Queens when May receives a phone call letting her know that the entire neighborhood knows that Peter is Spider-Man and that he is in serious trouble from the fight. When Aunt May gets back home she sees that Spider-Man is about to get shocked by Electro and she, surprisingly, pulls out a handgun and shoots Electro directly in the chest a number of times, which appears to kill him. Go Aunt May.
As Electro dies (maybe, we’re not explicitly told he’s dead and this being a comic book and all, we don’t know for sure) he takes out the remaining villains who are still standing. As Aunt May comforts Peter and makes sure he’s ok, the Green Goblin finally regains consciousness.
It was great seeing a strong May in this issue. She turns right around when she finds out that Peter needs her and drives directly toward the danger she was trying to escape from in the first place. And then when she gets there what does she do - she pulls out a gun and kills Electro to save Peter’s life. Wow. I love how the Ultimate Universe version of Aunt May is such a strong, multi-dimensional character.
The big battle was pretty great except for one thing. The constantly motif of a villain getting knocked out only to return at the perfect moment when another villain gets knocked out got old very fast. First it started with the Green Goblin getting taken out from last issue, then the Vulture so that it now appeared that Spider-Man only had to fight three bad guys at once. Then Electro’s electric powers take out Kraven and the Sandman, and then Spider-Man takes out Electro, but then the Sandman wasn’t really out of it and he comes back and then so does the Vulture. And then later Electro comes back but he takes out the Vulture and the Sandman again. And then just when it looks like everything is settled, guess who wakes up at the perfect time when everyone else is unconscious – the Green Goblin.
Instead of having Spider-Man fighting all five bad-guys at once while he is hurt, he only needs to fight off a few of them at a time. Nowhere was it written that each of them were out for the count but the story made it appear that when each of them were taken out, that that was it for them, only to have them come back a second later perfectly fine when it was good for the story.