Doctor Octopus has recruited Sandman, Electro, Vulture, Mysterio, and the Hobgoblin, in order to form a new version of the Sinister Six. Ock is planning a major crime, which is still yet unknown.
Aunt May's fiancee, Nathan Lubensky, passed away due to heart failure in the previous issue. He gambled all his money on a lost cause, leaving May with no money.
This issue kicks off with Aunt May, Peter, MJ, and a few others attending Nathan's funeral. Peter offers for May to stay with him and MJ for a while. May declines the offer, saying she has to get used to living on her own. Peter is worried about Aunt May's frailty, losing her fiancee at her age could crush her. MJ points out that they can only support May, and let her know they love her.
At a dockside warehouse in New Jersey, Doc Ock reveals his evil plan to the other members of the Sinister Six. He intends to launch a poison into earth's atmosphere, using the rocket that E.S.U. intends to use for their experiment. He then plans to hold the earth for ransom unless they make them their uncontested rulers. Sandman worries about living with that kind of slaughter on his conscience, but Ock reminds him what will happen if he refuses to help.
While walking home from Nathan's funeral, Peter loses his temper with MJ, who keeps asking him what he would like for dinner. Across the street we see an unknown person writing down that Peter is abusive to MJ. MJ decides to be the bigger person and apologize to Peter, but he beats her to it, saying it was his fault. They reconcile.
At the E.S.U. lab, a scientist is examining a rock called Burundite. Suddenly smoke fills the lab, as Mysterio appears, with the Hobgoblin. Mysterio commands that the scientist hand him the burundite. The scientist obeys, thanks to the hypnogens in Mysterio's mist. Suddenly, another scientist enters the lab and sees the other scientist handing over the Burundite. He grabs it and puts it in a titanium steel safe. However, the Hobgoblin blows the safe open with his sparkle blasts. The impact from the blasts shatters the windows to the lab too, alerting Peter, who is passing by outside. As he swings towards the lab as Spider-Man, he spots the Hobgoblin bashing the security guards. Spidey smashes thru the window, landing a punch on Hobgoblin's head. As Hobgoblin launches a barrage of pumpkin bombs and razor bats at Spidey, Mysterio uses his hypnogen mist on the crowd of student spectators to make them see Spidey as a big thug beating up an old woman. The students attack Spidey, as Mysterio grabs the burundite, and he and the Hobgoblin escape. Mysterio's gas wears off, and Spidey hears on the radio that there's big trouble going on over at Governor's Island.
At a public playground, Flash Thompson and Felicia Hardy are taking a stroll holding hands. Flash tells Felicia she's the perfect girl. Felicia thinks to herself that he's the perfect fool to use. Because he's Spider-Man's best friend, she intends to break his heart, like Spider-Man broke hers. Suddenly, they are accosted by four thugs, who want Felicia's handbag. Flash hands it over, saying he doesn't want any trouble. Felicia thinks he's a wimp. Suddenly one of the thugs grabs Felicia's arm, saying he wants some sugar, now he's got the bread. Flash punches him hard in the face. The other three attack, but Flash beats them all, sending them fleeing, as he retrieves Felicia's bag. Felicia is stunned, as nobody has ever stood up for her before. She thanks Flash for what he did for her.
At Governor's Island, the Vulture and Sandman attack. They're after an experimental Amphid unit. The soldier's bullets are useless against Sandman. The Vulture knocks over an oil truck, causing a massive explosion. Spidey arrives, and immediately attacks the Vulture head on. Sandman slips into the Amphid unit in his sandy form. He thinks how much he hates doing this, but he has to as Ock has threatened the family he lives with. Sandman launches a large apprehension net from the Amphid unit, sending it towards Spidey. His Spider sense warns him in time to avoid it, but the Vulture cuts his web line with his sharp wings. Spidey plummets to the ground, but cushions his fall in a web net. Meanwhile, the Vulture and Sandman escape with the Amphid unit. Spidey hears another bulletin, saying that Electro has been spotted at the Henly building.
Elsewhere, Jonathan Caesar plots how he will kidnap Mary Jane, and whisk her away to a remote tropical island in the Caribbean where he has a villa, where she can never escape, and will be his forever. At the Henly building, Electro is making his escape with a briefcase in tow. Spidey arrives and smacks Electro into the wall by webbing some metal shrapnel and swinging it into him. The papers inside Electro's briefcase fly everywhere. Electro blasts Spidey away from him with a power blast. Electro then calls for help in a small electronic device. One of Ock's airships arrives, and Electro escapes. One of the papers from Electro's briefcase was left behind. Spidey reads it, and sees it's a confidential file from a security firm. Part of a system diagram for Cordco, the company that's launching the satellite as part of the E.S.U. experiment.
At Doc Ock's lair, the Vulture approves Ock's assault plan schematic. Mysterio worries if the processed burundite is a sufficient antidote for the poison. Ock suggests he leaves the chemistry to him, and that Mysterio and the others concentrate on getting that satellite launched. Ock then thinks to himself that once the satellite is in orbit, he'll have no further use for any of the others. Then he can put his true plan into action, and the world will belong to Octopus alone.
A solid issue of villainous action. The Sinister Six are together again, and are attacking at all angles. Poor Spidey is rushed off his feet keeping up their deadly deeds. But what is Doc Ock really up to?? He told the others that he intends to hold earth for ransom. But we know that he has something else in mind, and is planning to betray the other members of the Six.
Jonathan Caesar is back again, and planning to take MJ away to a deserted island. But is he the mysterious stalker MJ has?? The plot thickens here.
As for Flash and Felicia, after Flash's heroic act in defending Felicia, will she think twice about using him as a pawn to get back at Spidey for breaking her heart??
This issue was hardcore Spidey Vs villain action. Great stuff. The Six are back, and are nastier than ever.
Lots of intrigue is built up in this issue. With Ock's mysterious impending double cross, MJ's stalker, Jonathan Caesar's return, and the Flash/Felicia situation.
A solid 3.5 webs. A very entertaining issue.