The staff of the Daily Bugle is recovering after their office was invaded by Demons. Among the wounded is Spider-Man who bravely assisted in defending the office. As Ben Urich patches up the hero, J. Jonah Jameson has some uncharacteristic concern for the masked vigilante. Joy Mercado assures Jonah that the wall-crawler is expected to live. They are impressed with how quickly Spider-Man is healing from his wounds when the hero suddenly wakes up. Kate Cushing is directing the other members of the staff to fortify their position, however, Jameson points out that things are getting more and more chaotic outside. Although he admits that Spider-Man helped save their lives, Jonah can't bring himself to think of the web-slinger as anything more than a menace. Suddenly, Spider-Man bolts upright and thinks that he is being swarmed by demons. In a panic, the hero leaps up onto the ceiling and webs up Jonah's mouth before leaping out the window. Web-slinging across the city, Spider-Man's mind begins to clear but he is horrified to see the demonic changes that have occurred across the city. Remembering that his wife, Mary Jane, was in the city on a fashion shoot, Spider-Man swings off to help her. Meanwhile, Glory Grant and Eduardo Lobo are rushing through the city streets trying to avoid the demons and chaos that is running rampant. Ducking into a warehouse, they are shocked when a forklift suddenly comes to life and starts attacking them. Eduardo grabs a metal pole and rams it through the possessed vehicle and it explodes. Checking on Glory, the two pause long enough to kiss and that's when Glory realizes that she is in love with this man. Meanwhile, a demon has broken into the lobby of the Kingpin's office tower. The creature threatens to eat the Arranger, but that's when his employer, the Kingpin, enters the room. The mobster kills the demon with a single blow of his fist. The Kingpin admits that he doesn't know what's going on in the city, and doesn't care unless it involves his vendetta against Daredevil. He warns the Arranger to run his operations properly or he will be replaced. While in Central Park, the Hobgoblin is regretting making a deal with N'Astirh for demonic power after he failed to obtain the Goblin Formula from Harry Osborn. With his mask off, the Hobgoblin is horrified to watch his face slowly take on demonic features. Suddenly, he is distracted by the Lizard who is running through the park. Spotting Spider-Man swinging by, Hobgoblin blames the hero for his horrific transformation. He puts on his Hobgoblin mask and flies off to get revenge against the wall-crawler. Soon, Spider-Man arrives at the studio where Mary Jane was posing for photos. There he fights off demons that have surrounded the building. Forcing himself inside the studio. Using his spider-sense, he follows his wife's trail. It leads him into the sewers where he hears their voices. Up ahead, Mary Jane and her co-workers are making their way through the sewers when suddenly the muck beneath their feet comes to life and tries to attack them. While in Queens, Aunt May and Kristy are taking down laundry. Kristy is still disappointed with being stuck in Queens, as this hinders her hopes of becoming a model. They are soon joined by Harry Osborn who comes by to ask if May needs any help. May becomes concerned, since her nephew, Peter isn't with Harry, and thinks he might be in Manhattan with Mary Jane. This concerns her because she has a feeling that something awful might happen. While back in the city sewers, Spider-Man is suddenly ambushed by the Hobgoblin. Noticing a distinct change in his foe's abilities, Spider-Man learns that the Hobgoblin was given demonic power. With the Hobgoblin attacking him savagely, Spider-Man quickly realizes that if he doesn't deal with Hobgoblin quickly, the villain is going to try and kill him. Down further along the sewers, photographer Hal Rogofsky accidentally hits the flash on his camera. Amazingly, the bright light causes the strange tentacles recoil. As they make their escape, Mary Jane remembers seeing gas lines and asks Hal for his lighter, as she got an idea. Meanwhile, the battle between Spider-Man and the Hobgoblin rages on. The Hobgoblin, to prove his claim of demonic powers, removes his mask revealing his face, which has become more demonic than before. The demonic villain leaps down from his Goblin Glider and grabs Spider-Man by the throat. He forces the heroes head under the water in an attempt to drown the wall-crawler. While at that moment, Mary Jane's co-workers rip open the gas pipes. Lighting a scrap of her outfit, Mary Jane is prepared to toss it down the tunnel when Spider-Man and the Hobgoblin come barreling through. Fearing for her husband's safety, Mary Jane tosses the burning cloth on the Hobgoblin. This sets his cape on fire, and distracts him long enough for Spider-Man to kick him down the tunnel, igniting the gas. The explosion causes the tunnel to begin caving in. Spider-Man helps Mary Jane and the others to get to safety. Talking to his wife, the wall-crawler explains what happened to the Hobgoblin, and hopes that the insanity that is plaguing the city will soon come to an end. While back in Queens, Harry Osborn finishes his visit with Aunt May and Kristy. Seeing dark clouds gathering over Manhattan, May begins to worry about Peter and decides to go into the city.
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