A still amnesiac Spider-Man must contend with the police, military, and worst of all: Ka-Zar and Zabu!

Continued on from last issue, Spider-Man has amnesia. He is wandering around the city looking for some clue to his past life. Meanwhile, Ka-Zar has just arrived in New York. He gets contacted by J. Jonah Jameson to take out Spider-Man. Ka-Zar manages to find Spider-Man and they have a long fight around the city until eventually Spider-Man falls into some water from a great height. Ka-Zar swims into the water and surfaces with his lifeless body, saying "The battle is ended.... forever!".