After turning Max Model into a Lizard, Dr. Conners, cuts his perfectly formed new limb and throws it to Max to eat. He then locks Max in the lab, while he leaves to try and transform into the Lizard again.
Meanwhile, about 12 blocks away, Spider-Man and Morbius are pretty much killing one another. With Spider-Man constantly beating Morbius, the living vampire grows hungry for blood as he gets weaker, thus making it harder and harder to control himself.
In the midst of fighting, Madame Web shows up and tries to stop Spider-Man, warning him that he should make his way to Horizon Labs immediately. Spider-Man eventually finishes his work with Morbius, ties him up and heads over to Horizon, not very pleased with Madame web's appearance.
In the meantime, a stroke of bad luck for Spider-Man takes place as the King Pin is pushing for his mole (Mr Stone) inside Horizon to give him the schematics for the Spider-Sense jammers. Mr Stone has an idea to restart the security system at Horizon and unlock every secure door, allowing him to search for the full plans for the Spider-Sense jammers. While he eventually managed to find the plans without rebooting the security system, he forgets to turn off the reboot.
Coming back to Dr. Connors, he has been busy trying to turn himself back into the Lizard, while conducting experiments on the other Horizon Lab members. He eventually turns most of them in to Lizards and locks them in their separate labs., but leaves disappointed that his serum does not work on himself.
While preparing the serum, the Lizard learns from each of the lab members what it means to be human - sharing jokes, playing video games, eating junk food and etc. He also finds a soft spot for the child Uatu and decides not to turn him into a Lizard since he reminds him of Billy. With the help of Uatu, Connors manages to figure out how to perfect his serum.
As he leaves the lab however, Carlie notices that Dr. Connors left arm is missing instead of his right arm. ( Dr Connors has been cutting his arms of numerous times and sort of forgot )
At the end of the issue, the security systems are reboot and the Lizards are let out of the labs. As a precaution not to let the Lizards out, Horizon Labs is locked down from the inside so nothing can get out.
Fortunately for the people inside, Spider-Man gets in on time.
The cliff hanger ending shows Dr Connors, prepped with the perfect serum, yet thinking twice if he really wants to become the Lizard again.
It was really great to see the Lizard, not Connors, think twice about wanting to turn back into a reptile. We also get a hint that Curt Connors may still be alive somewhere in there, since he seems to keep seeing Uatu as Billy.
This issue gives us a slight hint of what is to come, featuring the King Pin and the Hobgoblin as teasers in the middle of the story.
Also, apparently Silver Sable is not dead, according to Madame Web. Any predictions of what happened to her?