This issue marks the first appearance of Stunner.

Spiderman is suffering from a disabling disease in the rains of New York City overseen by Kaine and his obsession with Spiderman. Dr. Octopus resurfaces with a female ally called Stunner who sets to aid Octavius' revenge on Spiderman in a battle that leaves Spiderman knocked out and at his enemy's mercy. A flip-side novella of Spiderman battling the Lizard is also written opposite this tale.