Much to Spider-Man’s amazement the Black Cat is still alive, however, when she attempts to be too intimate, he demands to know how she cheated death. The recount their previous encounter wherein Spider-Man thought his webbing had left her to drown while he was trying to catch her because he had Jean DeWolff get a pardon for her past crimes. Black Cat explains that she managed to cheat death because Spider-Man’s webbing was stuck to her costume and not her and that while she was sinking into the water, she managed to strip off her uniform when she was rescued by minions of Dr. Octopus. She explains that Octavius would not let her go, and suggests that he had a thing for her. She then tells Spidey that Octopus had her go out and steal a device from the Kingpin so that he can prove that he is the most dangerous criminal ever.

When she explains that she has no intention of returning it to Doctor Octopus, she has come to ask Spider-Man for protection and to take her on as a lover. Peter mulls this over, considering all the women in his life and how they’ve been affected by his dual life as Spider-Man and how he can juggle his schooling if he’s out moonlighting with the former cat burglar. Deciding to take the risk, Spider-Man agrees to start dating her and they swing off. Leading Spider-Man to her posh apartment, Spider-Man decides to take the device back to the Kingpin, however, the Black Cat convinces him to stick around for some relaxation. As she walks to the bathroom to slip into something more comfortable, they are suddenly attacked by Dr. Octopus.

Dr. Octopus demands the activator in exchange for the Black Cat’s life, however, Spider-Man refuses to give it up and attacks the villain directly. While Black Cat eventually gets free, Spider-Man is constantly trying to save her from injury and ultimately Dr. Octopus gets away with both the Black Cat as his prisoner and the activator, escaping in a helicopter that’s waiting for him outside. Determined to know what it is that Dr. Octopus is up to, Spider-Man goes to the Kingpin’s office tower and fights off his henchmen. Confronting the crime boss, the Kingpin agrees to tell Spider-Man what he wishes to know. The Kingpin is afraid of what Dr. Octopus may do with the activator which is a key component for a neutron bomb. He explains that while the Owl was intending to use such a bomb to extort the city out of money, Dr. Octopus intended to detonate the bomb in New York as part of some deranged revenge scheme. The Kingpin then suggests that since the Owl has the bomb itself that Dr. Octopus will likely attack the Owl’s Aerie.

Sure enough, the Owl’s headquarters is attacked by Dr. Octopus and his minions, carrying the Black Cat in tow as his prisoner. As Spider-Man arrives he is bombarded by the minions of both the Owl and Dr. Octopus while the two villains duke it out with each other. The Owl tries his best to defeat Dr. Octopus in combat, but despite the fact that Octopus only has three of his mechanical arms free, he has to retreat from the fight. Trying to draw out his opponent, Octopus drops the activator making the Owl to break his cover to retrieve it. This plays into Dr. Octopus’ hands as he uses his free arms to grab his foe, destroy his claws, glider cape and disables the leg braces that allows the Owl to walk.

Spider-Man meanwhile manages to break free of the army of hired criminals and goes after the Owl and Dr. Octopus. Finding the defeated Owl, Spider-Man moves onward and sees that Felicia has recaptured the activator and gotten free of Dr. Octopus’ grip. Spider-Man joins the fight, however during the struggle, the Black Cat gets battered around like a rag doll, suffering severe injuries. Octavius regains the activator and is just about to insert it into the neutron bomb when Spider-Man pulls him away, and rips off Otto’s mechanical arms. Due to his link to the mechanical appendages, Octavius screams in pain and passes out. Noticing that Felicia is injured, Spider-Man comes to her side and vows that no one will keep him from her again, and they decide to spend the few moments of rest together.