In Kansas, Martin Jacoby shows Peter the On-Line Research facilities. They witness Wes Cassady and Dr. Royce Nero having an argument. An explosion evacuates the area. Pete becomes Spidey but before he can act, he spots Cassady running at super-speed, putting out the fire. Realizing he’s been seen, Cassady runs away. In his lab, Dr. Nero perfects his destructive exo-frame. Meanwhile, learning that Franz Kraus’ organization is bigger than she imagined, Silver Sable decides to enlist a “special operative.” Spidey visits Cassady and learns how he acquired his powers. In Brooklyn, Sable visits Sandman with a proposition while, in Kansas, Nero crashes into Jacoby’s offi ce demanding the project plans in his safe. Spidey steps in but is felled by Nero’s sonics. Spidey seeks help from Cassady, but Cassady can’t bear to reveal himself. Spidey beats Nero alone and forgives Cassady for his decision. Back in New York, Pete tells MJ that he intends to take the job, but MJ won’t give up her modeling life.