Worried that the Kingpin is going to eliminate him after the botched framing of Peter Parker, Alistair Smythe arranges a meeting with Spider-Man to give him information about the Kingpin. When Spider-Man arrives, he discovers Smythe has been turned into a spider-slaying cyborg. However, when his programming malfunctions, he goes after the man he feels responsible for his father's death, Norman Osborn. Peter must fight a crazed Smythe, as well as his feelings, after he discovers Mary Jane, the woman he loves, and Harry, his best friend, are engaged.