Spider-Man; Norah Winters; Norman Osborn; Harry Osborn [also as American Son]; Lily Hollister [Malice]; GUESTS: Invisible Woman (flashback); Hawkeye [also as Bullseye]
Harry has ratted out Spider-Man to his dad and Norman shows his son his plans for turning him into the American Son. Spidey is caught and Norman string him up to be tortured. Spider-Man's mask won't come off so Hawkeye decides to deliver as much pain as possible to him before he kills him. Norman discovers a way to slowly dissolve Spidey's mask. Before his identity is revealed, Spidey breaks free. Harry discovers a serum to cure Lily of her Malice persona but discovers that Lily likes being Malice and the child is his father's. Harry puts on his American Son armor and comes to Spidey's rescue.