Spider-Man; Aunt May Parker; Harry Osborn; Norman Osborn [also as Green Goblin in flashback]; Ben Urich; Robbie Robertson; Martin Li; Eddie Brock; Betty Brant; Dexter Bennett; Randall Crowne; Sally Floyd; GUESTS: Thunderbolts [Songbird; Venom [Mac Gargan]; Bullseye; Radioactive Man]; VILLAIN: Menace; CAMEO FLASHBACK: Matt Murdock [Daredevil]; J. Jonah Jameson; Mary Jane Watson; Anna Watson; Gwen Stacy; Captain Stacy; Flash Thompson; Glory Grant; Vin Gonzales; Carlie Cooper; Lily Hollister; Bill Hollister; Sandman; Rhino; Kraven [Sergei Kravinoff]; Electro; Mysterio; Dr. Octopus; Kingpin; Chameleon; Lizard; Vulture; Overdrive; Mr. Negative; Freak; Paper Doll; Screwball; The Bookie; Kraven [Ana Kravinoff]
Menace tries to kill Spider-Man and illegal workers come pouring out of the building. Peter takes the facts to Ben Urich and Sally Floyd discovers that the building is owned by mayoral candidate Randall Crowne. Crowne turns to Norman Osborn for help and Norman calls his Thunderbolts. Betty Brant goes to cover the mysterious healings at the FEAST and Aunt May admonishes her for working at the Daily Bugle. Eddie Brock is at FEAST and Li puts his hand on Eddie's shoulder and strange things begin happening in Brock's body. Peter returns home and Norman and finds the Thunderbolts waiting for him.