Spider-Man is so annoyed that the latest Daily Bugle makes Jameson out a hero in the Kingpin affair that he throws the paper at the publisher. At ESU, Pete gets caught by Professor Warren changing his clothes in the gym and pretends he’s there for exercise. Warren invites Pete and a guest to the science exposition. Pete invites Gwen and she accepts which makes Flash jealous while Warren approves. At the expo, the military’s demonstration of the nullifier is pre-empted by Dr. Octopus who grabs the device. In the ensuing riot, Peter becomes Spider-Man and attacks Ock, planting a spider tracer. Ock drops the nullifier over a crowd and escapes while Spider-Man grabs it. Ock finds the tracer and uses it to set a trap at a waterfront shack. At the Coffee Bean, Peter learns that Aunt May and Anna Watson are advertising for a boarder. Later, Spider-Man finds the shack but his spider-sense tips him off and he triggers the trap’s bomb from afar. Ock, thinking he killed Spider-Man, looks for a place to lie low, heads for May and Anna’s house.