It's a chilly winter in the city of New York in 1933. While watching the Goblin's men move antiques Peter was bitten by a spider. It was shown that he was of a pure heart and was granted the powers and abilities of a spider. Ben in the mean time wishes to expose the Goblin, but is gunned down in his apartment by JJJ.
Peter is standing high above on top of a building scared; he jumps off it to test his web-slinging prowess. He decides to confront Ulrich into helping him bring down the Goblin, but when he arrives to Ulrich's place he discovers Ben's lifeless body on the ground, the apartment in shambles. Peter decides to call the cops, who the police briefly think it may have been Peter who killed Ben. But quickly dismiss it as an unsolved murder due to Ben's drug habit and stories.
The Goblin although, is enraged that there was barely any evidence against him from Ulrich's files, calling it confetti. He threatens Jonah that there will be trouble if JJ is holding anything back, but Jamieson maintains there was nothing else there. He kicks JJ out of his office and ponders about where the rest of the information is and who would Ulrich trust.
Peter is walking down the street when he is stopped by a man who informs him that Miss Hardy has heard of Ben's passing and would like to express her condolences to Peter in person. At the Black Cat, Ox witnesses Peter heading up to Felicia Harding's office. There she tells Peter that Ben was going to expose the Goblin and his crimes and it was all because of Peter. She gives Peter the files on the Goblin and tells him to NOT take them to the Bugle. She tells him to use tem and that he would know how to.
Peter is in his room, deep in thought about how Ulrich should have turned those files in 6 months ago, and maybe is Uncle Ben would still be alive. Aunt May walks in and asks Peter if he wants to talk about Ben, Pete calls him a liar and coward, which makes May mad, saying that he did right by Peter, and he should do right by Ben.
At Calvary Cemetery in queens the funeral is being held for Ben Ulrich. After the service Jonah takes Peter aside and consoles him, and starts asking if Ben took him into his confidence at all. Jonah starts pressing on about the assignment and tries to get Pete to talk about it, but Peter rejects his advances with the help of his spider-sense.
Spider-man starts getting aggressive in his attacks against the Goblin, interrupting any of his illegal activities, and leaving a calling card of the spider whenever he does. Finally Norman has had enough, a client of his has given Norman one week to fix the problem, or he will go looking somewhere else for protection. Norman suspects the Peter is supplying the Spider-man with information and this is confirmed when Ox reveals he saw Peter meet with Felicia at the Black Cat. Norman then tells his gang he wants Parker brought in to clean house.
Spidey reads the latest article of the Bugle that is blasting his efforts to stop the Goblin. So he decides to head over to the Bugle to find out why Jameson has turned from a man of grit and integrity to a spineless mouth-piece for the Goblin. When he reaches he bugle however, he discovers someone has already shot him several times. JJ rambles on about "He's the master of disguise... You won't believe your..." then passes away. Just then the police burst in and open fire on Spider-man. Peter heads to his secret den and discovers he has been shot. He goes through the files of the Goblin, trying to find what he is missing until he reads about one person is doesn't recognize, until he pieces it together.
He heads to the morgue and examines Jameson's body and presses his hand into JJ's face, leaving an imprint of his hand. It turns out that the Chameleon, Kraven's half-brother switched places with Jonah at some point to make sure the press protects the Goblin. He wonders what has happened to the real Jameson, which we find out has been held captive by the Goblin, living in a cage beside a hungry tiger. The Goblin has brought Felicia to where Jameson has been in captivity and says they are waiting for one last guest. In the last page we see May alone in the house with the Vulture hanging above her.
The comic is beginning to wrap things up and still leaves the big questions for the final issue. Sapolsky did a truly amazing job on capturing Peter's grief when he discovers Ben Ulrich is dead. This issue really seems to show the true spirit of Noir and takes it to a whole new world. It also has done a magnificent job of coming full circle from when we opened up the first issue. The final page of seeing the Vulture's demented grin, watching down on Aunt May is a very disturbing and frightening thing to see.
A truly great comic and the story telling continues to be solid. The main thing is I wish Spidey would crack out a joke or two.