The Kingpin manacles Jameson and Spider-Man together in a sealed room, which he begins to fill with water. Spider-Man breaks his bonds and keeps himself and Jameson breathing within an air-tight web bubble. At the Bugle, Ned Leeds is concerned by Foswell and Jameson’s disappearances and sets out to find them. Spider-Man and Jameson finally escape the sealed room when the Kingpin’s men open the door to investigate. Spider-Man scares Jameson away from him so that he can fight the Kingpin alone. Meanwhile, Foswell disputes with the Kingpin for ordering Spider-Man and Jameson’s deaths. Before the Kingpin can discipline him, Spider-Man arrives. Elsewhere, Flash Thompson, in uniform, meets Harry, Gwen, and MJ at the Silver Spoon, on a temporary leave. The Kingpin flees Spider-Man through a secret panel that explodes behind him. Foswell finds Jameson and tries to guard him from the Kingpin’s men, taking a bullet to protect him. Although Spider-Man soon arrives, Foswell dies of his wound. As Foswell’s body is taken away, Jameson tells Ned Leeds that Foswell was a true hero worth celebrating, unlike Spider-Man.