The Amazing Spider-Man has been transformed into the Spider-Lizard!

The Spider-Lizard starts attacking three car strippers and by the time Doctor Connors catches up with him, the Spider-Lizard has fled the scene. The Spider-Lizard hides from the police as it is angered by the memories on Peter Parker.

Doctor Connors creates a cure for the Spider-Lizard. Meanwhile the Spider-Lizard enters a sewer to hide from the police and a SWAT team. Doctor Connors track the Spider-Lizard down and attempts to get it to take the cure. The Spider-Lizard swats the cure out of Doctor Connor's hand and nearly kills him but stops at the last moment and walks away.

Doctor Connors catches up with the Spider-Lizard and pours and extra vial of cure down it's throat. The Spider-Lizard is cured and Peter Parker creates a mask out of web to conceal his identity. Soon water starts filling up the sewer and using the last of his strength, Peter tears the grates of the tunnel, freeing him and Doctor Connors. He thanks Connors and swings back home.

Meanwhile, the Frightful Four come up with a plan to get rid off Spider-Man and the Fantastic Four.