Continued from last issue... The Kingpin has Spider-Man hooked up to a machine with his seemingly dead son, Richard Fisk. The Kingpin explains of his sons "death" during his brief time running a branch of Hydra (and ultimately duped by the Red Skull.) He explains that the device he's using -- the Vita-Drain Device -- to drain Spider-Man of his vitality and put it into his comatose son. The process is a success and Richard Fisk is revived, leaving Spider-Man in a severely weakened state.

Spider-Man is then dumped in the streets to die, however the wall-crawler manages to make his way back to his apartment where he changes back into Peter Parker. When Glory comes knocking, she notices that Peter doesn't look well and puts him in bed then rushes off to see a doctor. Peter gets up and leaves. He changes into Spider-Man and pays a visit to Curt Connors. After an examination, Connors uses his enervator device to restore Spider-Man. The recharge also causes a small explosion which catches Connors, however he appears all right. However, the measure is temporary, and so Connors equips Spider-Man with a device that will reverse the effects of the Vita-Drain.

Spider-Man tracks down the Kingpin and his family as at the city docks. There he uses the device given to him by Connors to take back his stolen life force back from Richard Fisk. This leads to a battle between Spider-Man and the Kingpin across the docks. Their fight ends when the scaffold they are fighting on falls apart, sending both men into the water. Only Spider-Man surfaces, who believes the Kingpin to be dead. The Kingpin's wife Vanessa, decides to let Spider-Man go free, because in spite of the fact that he may be responsible for killing her husband, the wall-crawler is responsible for bringing Richard back to life.