Ock (in Pete's body) has MJ at his pad and is making the moves on her when his alarm sounds warning him of news of Pete's (in Ock's body) escape. Worried, MJ assurs him it's ok to go and leave her, dismissing the odd changes in his behavior that she noted. Later, he books a round-trip ticket to Belgium at JFK with a return flight the next day. Meanwhile at one of Ock's secret lairs, Pete has his posse hooking his life support to his arm harness, adopting Ock's mannerisms as his chafes at the Trapster's lesser technical knowledge. That leads to Trapster turning on the wrong switch which jolts Pete unconscious and into the afterlife vision we saw in the preview. Cutting directly to classified talk between Peter and Uncle Ben, the latter tells his beloved nephew that he can't give his blessing because with Ock running around loose as Spider-Man and Peter Parker, Pete musn't allow Ock to destroy his life.
Pete regains consciousness and reveals his desperate plan to the other three: they'll go to the authorites. And speaking of, Jonah makes a personal tour of the damaged Raft, upbraiding security for the escape (including that of Morbius in ASM #699.1). Relieved that Smythe is still incarcerated, he tells the hounding media (that Glory reminds him he was once a part of) that Ock will be given his full attention, adding cutting words about his perceived incompetence, lack of health, and being a loser. This, unfortunately, is watched by Ock at a JFK TV, making him hesitate about boarding his flight. Back to Pete & Co., they break into the 18th Precint, which houses super-villain tech including the ones Pete worked with during SPider-Island. Assurred that the police are not harmed, he finds the gold octobot, when a familiar voice orders him to freeze: Carlie Coooper. Alarmed, Pete tries to convince Carlie his predicament, which she instantly rejects. She then rebuffs a second attempt with proof of the switch by asking him to tell her something only she and Pete would know. He says that only she and MJ know that Peter Parker is Spider-Man. After a suspenful second, Carlie disbelieves him, stating instead that he (meaning Ock) somehow knew, and that he's a nut-job. She fires on him, and on instinct his arms shield him, and one of the bullets richocets and hits Carlie in the right arm, knocking her cold. Horrified, PEte is relieved it was nothing more serious, and he and the others high-tail it our of the precinct. The attack makes the evening news, with Carlie's injury on display. As Jay and May watch the news from their apartment, she wants to reach Carlie at the hospital, but Ock swings in from window, warning them that the Scorpion is targeting the Jameson family, while Ock is out for Peter. But he assures them that Pete is safely away on a flight out of NY. Ock then procedes to gather all of Pete's associates, from MJ, Horizon, the Bugle, and Jonah and Glory at a safe house (Norah noticing his slightly off vocubulary. Jonah admits to Robbie that this time, Spidey's doing the right thing, as he's an Avenger. Max offers Ock Horizon's help as they've done before, and Pck accepts.
Back to Pete. Feverishly working on the gold 'bot as h feels Ock's body slowly fail on him, Pete is interrupted by Ock greeting him, taunting that with all his associates with him, he can't use them against him and that the base is primed to self-destruct. But Pete disabled already, so Ock then alerts the poloce on its location (below a Staten island landfill), which already desplyed a anti-spider patrol over it. However, Pete directs Scorpion and Hydro-Man to confront them with non-fatal force, and they comply, but still wondering over his strange behavior. As Pete finishes his work, Trapster confronts him saying he recognizes the tech as a a mind-swap device and he fears Ock will swap bodies with him, so Pete glues him up and makes good his escape with the other two. At Spider-Man's safe room, Jonah finally reconciles with Jay by way of informing them that he did a check to learn that Peter bought a ticket out of the
US and therefore he's safe, adding that the near fatal plane crash during the Terminus/Alpha crisis moved him to admit that Jay and May are family, to Glory's delight. MJ meantime interrupts Ock's work. She tells "Pete" that despite what she perceives as his fear over Ock, and his recent odd behavior, and everything else that's been happening between the,m that she loves him. "Pete" then kisses her. (EWWW!)
By this time Pete, Scorpion and Hydro-Man make their way to the sewers directly beneath Avengers tower. With the other two panicking, Pete assures them this was his plan all along; hough his real plan was to show the gold 'bot to Stark and the other tech guys in the hope they'll recognize the neural tech and be convinced of the switch. But their discussion is interrupted by Ock. Finally, the two body-swapped antagonists have their confrontation, with the rest of the Avnegers off to combat giant octobots deployed worldwide, "Spidey's" the only Avenger left in the tower. Pete directs the other two to capture Ock. They'e hampered by the tower's defenses which target them but not Spidey's body. Ock lets slip that the Jamesons are in the tower, and Scorpion abandons the attack to pursue his vendetta against Jonah, with Hydro-Man beside him, leaving Pete in Ock's body along to deal with the tower defenses. The two villains bust through to the safe room, but Horizon is prepared: they first siphon off Hydro-Man and capture the droplet that contains the central molecule housing his consciousness, much the same way as Sandman was caught. Scorpion confronts Jonah who bravely stands in front of the others as the Horizon crew start to escape via the hole Scorpion punched through. Jonah challenges Gargan to ake it out on him, and when Gargan threatens May, Ock attacks him, not because of any lingering romantic affections he has for May, but for the filial love his Peter memories recall, to his shock. He then savagely takes down Scorpion and brutally knocks his haw off his face to the Jamesons' shock, and Jonah's approval. Ock didn't realize Pete's body was that powerful and that he'd been holding back all these years. But now Pete uses his arms to capture Ock, who then uses the impact webbing to stun Glory, Max, and MJ. Shockled, Pete loosens his grip on Ock, then knocks both of them through the window to plunge to the street below. Ock cushions their fall with webbing, but the impact still jars Ock's body, which is pressed tight against Pete's body. Pete then attempts to use the 'bot to reverse the switch, telling Ock that even if they revert, Ock will win a moral victor because he'll die in his own body which would violate Pete's edict. But the transfer fails; the Spidey costume has carbonadium plating over the cranium, and Ock knocks off Pete. As Pete lies on the street dying, with Ock looming over him hoisting a car to apparently crush him. but then Pete's memories start to surface once again, and Ock hesitates. Realizing this, Pete uses their proximity to flood Ock with all of his memories, including his home life with May and Ben, his uncle's death, those of Marla, Captain and Gwen stacy among others, and all his battles. As Ock takes it all in, Carlie shows up in the crowd gathering, as she and MJ wonder what is being said between the two. Ock receives his epiphany; Pete transfers over his life and responsibility to him as he sees all his loved ones one last time, before Ock's body dies.