The Master Planner’s gang perform another heist and although Spider-Man again intervenes, they escape with their loot. Peter goes to his first day at ESU, unaware of how ill Aunt May is until she collapses in his presence. She is placed in her doctor’s care and Peter is so worried and dejected that he sleepwalks through the next day at ESU, taking no notice of attempts by classmates Harry Osborn and Gwen Stacy to form a friendship. Foswell hits the streets as Patch to uncover details on the Master Planner, while Betty struggles with an answer to Ned’s marriage proposal. Patch alerts Spider-Man to another Master Planner robbery. Although Spider-Man foils the attempt, the gang escapes. Meanwhile, at the laboratory where tests on Aunt May’s blood are performed a doctor laments that she hasn’t long to live.