Spidey’s spider-sense alerts him to a lab in shambles. After being attacked by a shadowy intruder, Spidey realizes it’s a SHIELD lab, and quickly ducks out. Just after Curt Connors collapses at home, an after-effect of the enervator explosion, Stegron smashes in the apartment door, snatches Billy, and tells Connors to follow some detailed instructions or the boy will die. Peter spots Flash on the street and yells at him for hitting on MJ. Flash tells Pete that it was MJ’s idea. At ESU, JJJ and Marla discuss plans to capture Spider-Man. Later, heading to the Hayden Planetarium, MJ apologizes to Peter for playing with his emotions. Soon after, Stegron’s Natural History Museum invasion next door blacks out the Planetarium. Spidey investigates, realizing Stegron was the SHIELD lab intruder, and encounters dinosaur skeletons, animated by Stegron, who then knocks a stone pillar on the web-slinger and vanishes. Alone in his lab, the stress changes Connors back into the Lizard.