With Hammerhead back in corporeal form, a three-way fight breaks out between himself, Ock, and Spidey in which all three are knocked out. SWAT and a helicopter full of Hammerhead commandos storm the building simultaneously. Recovering, Hammerhead escapes with May as his hostage, returning to his old headquarters. Ock and Spidey grudgingly acknowledge a truce and pursue him. Elsewhere, a man in a welding mask rebuilds the Spider-Mobile, observed by a man with a cigarette holder and assisted by a giant named Toy. JJJ and Robbie observe, from a Bugle window, as Spidey and Ock pursue Hammerhead. Soon after, Miss Plumm, Jameson’s new secretary, has had her fill of him and quits. In a showdown at his headquarters, Hammerhead sets the spinning turntable room out of control and escapes in his helicopter. Ock throws trash cans at it, causing it to crash. Spidey rescues May but Ock insists he turn her over to him. However, hearing a fire engine siren, Ock thinks the police are arriving and he departs.