As Peter Parker has nightmares of Dr. Octopus returning from the dead, the female Dr. Octopus, Carolyn Trainer, is on the trail of the graverobbers who stole Octavius' corpse. The Rose has allied himself with the True Believers of the Hand to resurrect Doc Ock. Trainer, meanwhile, reactivates Stunner, the virtual reality alter ego of Ock's lover, Angelina Brancale.

Upon the Aegean Sea, Norman Osborn's henchwoman, Alison Mongrain, tries in vain to contact him, then considers selling information about her employer.

In the Rose's meat packing plant where the ninjas and Rose's bodyguard, Delilah await, Lady Octopus, Stunner, and a short time later, Spider-Man converge and do battle. As all his enemies ally against him, Master Zei, leader of the True Believers, strikes Spidey with a drugged throwing star.

When he comes to, Spider-Man finds himself chained down next to Octavius' corpse, as the ninjas prepare to transfer his life essence into the dead body.