As Peter agonizes over selling his photos, Gwen learns her father is guilty but the befogged Stacy can’t explain his actions, only knowing he must hide. Gwen accompanies him. Soon after, Spider-Man finds three gunmen searching the Stacy home. After defeating them, he learns they too are brainwashed. MJ discovers the Gloom Room is suddenly out of business. At Osborn Laboratories, a Green Goblin newspaper photo disturbs Norman Osborn who then confronts Dr. Winkler about new unauthorized equipment for his lab. Winkler, who has moved his brainwashing machine there, placates Osborn as the Kingpin orders his men to dispose of Peter Parker, Spider-Man, and Captain Stacy. Winkler furnishes a tracer that locates brainwashed subjects and, as Spider-Man visits the Bugle for news of Stacy, the Kingpin’s men use it to fi nd George and Gwen at the airport. Spidey examines the abandoned Gloom Room, finding an electronic device with an Osborn Labs label even as the gunmen take the Stacys there. Winkler ties them up beneath a leaden vat just as Spidey arrives and takes down the Kingpin. Winkler pulls a gun but Osborn enters and tackles him. The gun goes off, striking the brainwashing machine; its explosive destruction clears Stacy’s head and kills Winkler. The vat falls but Spidey rescues George and Gwen. The Kingpin, however, flees in Osborn’s private helicopter.