Doc Ock: Now then, arachnid, any last words?
Spider-Man: Homina homina homina comes to mind...
Max Dillon is discharged
from Ravencroft Asylum with a clean bill of health, thanking Dr. Kafka for helping him recover. Using his newfound control over his electrical powers, he places a phone call to Otto Octavius, informing him to get ready and thanking him for his advice and counselling. At Ryker's Island Penitentiary, Octavius informs Montana, Marko, Toomes, O'hirn, and the Enforcers that it is time for them to escape and exact revenge on Spider-Man. That evening, Electro short-circuits the cell locks, enabling them to escape with the help of Hammerhead, who returns Octavius's tentacles, Vulture's flight suit, and Shocker's equipment and provides them with a ride back to the mainland.
In the morning, Peter prepares to head out, discovering that the Black Suit can flow onto his body to save time dressing and produce its own webbing. He persuades Aunt May to go to the theater with her friend Anna Watson despite her feeling "peakish", missing the muted broadcast revealing the breakout. Peter greets Eddie, who berates him for not calling the police following Spider-Man's theft of the alien. Peter quickly gets over losing "his oldest friend", following a police car to find Rhino trashing Times Square. He is ambushed by Sandman, and is surprised to find Shocker, Vulture, Electro and Dr. Octopus waiting for him as well. Aunt May attempts to stop them from ganging up on Spider-Man and Dr. Octopus calls a ceasefire so they can get to safety, but once inside the theatre May collapses from a heart attack. Outmatched, Spider-Man is forced to retreat into the sewers, where Rhino is too big to fit and Electro's and Sandman's powers prove more a hindrance than a help, enabling Spider-Man to successfully escape.
That evening, Mary Jane arranges to go on a date with Eddie Brock, but is disgusted when he pulls daredevil stunts through traffic, berating Peter the whole time. She realizes he only went on a date with her to hurt Peter and berates him, telling him that while Peter is flawed, he is still a better person than Eddie. At the Bugle, Jameson is furious that Peter missed getting a scoop on the Sinister Six until he learns that his aunt was hospitalized, calming immediately and phoning to tell him the bad news. At home, Peter ignores Jameson's call, thinking he was going to berate him for not sending pictures, and heads to bed, assuming Aunt May had safely returned home and gone to bed herself. The Sinister Six commandeer a restaurant, where they bicker over their objectives, deciding to put their differences aside to finish off Spider-Man. When the radio sounds off that the Sinister Six have taken hostages at a bank, Peter dips his hand over the side of his bed and the symbiote latches onto him. Spider-Man arrives at the bank and is captured by Dr. Octopus, but the costume lashes out with its own Combat Tentacles
and Electro accidentally blasts Dr. Octopus, enabling Spider-Man to break free. Spider-Man systematically defeats the Sinister Six, flattening Electro beneath Rhino, webbing Vulture between two trees, and using Shocker's gauntlets to disable Sandman. Dr. Octopus grabs him, attempting to impale him on Rhino's horn, but Electro loses control of his powers, forcing Octavius to drop him. Spider-Man knocks Octavius out and lifts him by his coat, about to impale him on one of his own tentacles, but Captain Stacey tells him to stand down and he leaves.
Back at home, Peter wakes up more exhausted than when he'd gone to bed and discovers a cut on his arm. Perplexed, he finds photos of Spider-Man's fight with the Sinister Six that he had no recollection participating in and realizes the symbiote must have taken over his body while he was asleep and used him to fight the Sinister Six, but opts to keep it regardless, reasoning that as long as he got paid it didn't matter. Mary Jane interrupts his brooding and informs him that his aunt, who he had assumed was still in bed, had had a heart attack and was in the hospital.
This episode provides examples of: