The amnesiac Spider-Man helps Dr. Octopus load the nullifier into his truck but can’t quite believe he’s Ock’s partner. Ock stops a pursuing squad car with the nullifier but the machine overheats. At his hideout, he deduces that isotope 16 was omitted as a safety factor. Ock orders Spider-Man to reveal his identity, which makes the wall-crawler further suspect their supposed alliance. Instead of removing his mask, he attacks and, to stop the fight, Octopus pretends he was testing him. He sends Spider-Man to Fort Tyson to steal isotope 16, giving him a map marking the route from the hideout. Elsewhere, Harry, Gwen, MJ, Anna, and a worried May wonder where Peter is. They decide he is after photos of Doc Ock and Spider-Man, which worries May even more. At City Hall, police Captain George Stacy comes out of retirement to attend a John Jameson-led meeting to recover the nullifier. At Fort Tyson, Spider-Man steals the isotope but drops the map, subconsciously intentionally. At the hideout, Ock, angry at this, strikes Spider-Man but John Jameson and his soldiers, using the map, arrive and interrupt the battle. As smoke grenades and soldiers distract Ock, Jameson seizes the nullifier and uses it to deactivate Ock’s tentacles. Helpless, Octopus orders Spider-Man to attack but he refuses. When Jameson insists Spider-Man accompany him into custody, the web-slinger flees, leaving him alone in the city, ignorant of his identity.