Following orders from Kingpin, Hammerhead hires Montana to steal a high-tech suit and, as the Shocker, destroy Spider-Man.

As Otto creates the Rhino as a new distraction for Spider-Man, Peter takes Aunt May's advice and asks Mary Jane Watson to the high school prom.

When the Sinister Six escape from prison with plans to take down Spider-Man, they nearly succeed. But Peter wakes up with no memory of the battle.