As Tony Stark goes about working on a solution to Otto Octavius' deadly condition, he passive-aggressively ridicules him for being a Spider-Man punching bag and having a second rate genius mind. Meanwhile, Pepper senses something is very wrong in Tim Cababa's hotel room. She suddenly finds out that Electro and Sandman are holding him prisoner. They can't anticipate that she has the power of a RT device to use against them, and she blasts them into the hall. She fights them to a draw until Electro threatens to shock Cababa to death. Unexpectedly, their associate Pimacher shows up and distracts Electro for a key moment, causing him to inadvertantly throw a punch that lands his fist into a wall socket, causing a massive amout of current feedback to flow through his body. Back at Doc Ock's secret lab, Tony Stark tells Octavius that he has a saboteur in his organization, and asks him if he would lend his villainous mind to helping him figure out who it could be and how to catch them. Octavius takes great glee in helping Stark enter the mind of a bad guy, but then it's back to work. Stark eventually confronts Doc Ock on the fact that he's got a death wish if he doesn't eventually try to find help from a brilliant doctor, someone like Reed Richards or Hank Pym, because he can't help him. Doc Ock eventually exlodes in anger at Stark, reminding him that his real motive is to see Stark bow down and admit defeat. Stark admits to him that he was right, that he's presented a problem he can't fix, and asks him to defuse the bombs. As Doc Ock turns his back to Stark to work at the computer banks, Stark's master plan comes to fruition, as his low-RT powered translucent suit comes into full form on his body, and he powers towards Doc Ock. But Doc Ock extends his arms, pushing Iron Man into the wall. Iron Man lifts his repulsor boot to Ock's head, but it's not enough to stop the villain, who shows Iron Man that the bombs are now ticking down to explode in six minutes.