Breakin'!

The Kingpin is preparing for what he hopes will be the final battle between Spider-Man and the Black Cat by undergoing a training exercise where two of the fighters are dressed up like his foes. However, the fight is not challenging as fighting the real thing and orders the pair away. Since one of his scientists, Jonathon Ohnn, had discovered the secret to Cloak's powers. When he goes and checks on Ohnn, he is annoyed that the door to his lab is locked and demands to be let in. On the other side, Jonathon Ohnn is still in the form of the Spot. Thinking about the chain of events that led to him gaining his powers, he doesn't want to reveal himself to the Spot just yet. Focusing the concentration, Jonathon manages to draw in all the black circles on his body to a center point on his chest, returning him to some semblance of normality. Quickly getting dressed, Ohnn allows the Kingpin into his lab. The Kingpin demands an update on his progress on duplicating Cloak's powers. However, Jonathon tells him that the recent blackout caused a setback and secretly wonders if he should be keeping his newfound powers a secret, or if he could take on the Kingpin with them. The Kingpin demands results, and Ohnn promises to deliver them soon. Satisfied, the Kingpin leaves to spend time with his wife Vanessa, who is still in a catatonic state. The Kingpin thinks about how the vigilante known as Dagger could have cured his wife with her powers, and is furious at her refusal to do so. to his surprise, his wife briefly comes out of her catatonic state to calm him, but when she starts recalling, as a dream, her ordeal before her current condition she begins to scream. The Kingpin orders her doctor to come back and calm her with a sedative.

While across town, at the Chelsea apartment building that Peter Parker calls home, his new neighbors Bambi, Randi, and Candi, consider inviting him along with them to the beach for a picnic. However, they decide against it since they heard Peter come home late the night before. In his apartment, Peter is tossing and turning in his sleep, as he has a nightmare. In his dream, he is walking hand-in-hand with the Black Cat and Mary Jane Watson. The two women are fighting over him and which part of his personality is better, that of Peter Paker or Spider-Man. Suddenly, a powerful wind picks up and sweets the two women away while Spider-Man finds himself sinking into the path they are walking on. Calling for help because he is stuck, Mary Jane's last words are that he is trapped by Spider-Man. Peter realizes that the black tar surrounding him is actually the alien costume he got rid of recently and it is trying to permanently bond with him. Suddenly, he hears a ringing noise and rejoices as loud noises can harm the creature. Suddenly, Peter wakes up realizing that it was just a dream and that the ringing he was hearing was actually his telephone.

The call is coming from Sha Shan who states that Flash Thompson is preparing to leave their apartment early in the morning again. Peter promises her that he will come over as soon as he can. Quickly changing into Spider-Man, Peter exits from his bathroom skylight to head over to Flash and Sha Shan's apartment. He arrives just as Flash is coming out, arguing with Sha Shan the whole way. On his way out, he accuses her of cheating on him with Peter Parker and takes off in a car that has come by to pick him up. Spider-Man follows after the car and it leads him to a nearby high school football field. There he watches as Flash relives his glory days by playing football in the hopes of getting onto a team. However, after watching Flash get tackled hard, Spider-Man overhears the coach telling his assistant that Flash probably doesn't have what it takes anymore to play football. At first, he is relieved that Flash isn't having a secret romance with Betty Leeds, he is disappointed when he sees Betty show up. Watching the two together upsets Peter, who web-slings off and wonders how he should break this to Sha Shan.

As he swings back into the city, Spider-Man thinks about how complicated his personal life has gotten since high school. One thing he is glad for though is the fact that his alien costume is safely secured at the Baxter Building. Spider-Man is wrong as, unknown to him, the symbiote has gotten loose and been using a tourist named Leonard Elkhart to search for him. Spider-Man returns to his apartment where he decides to go through with his plans to go after the Kingpin alone. He calls the Black Cat and tells her that they should put off their plans to attack the Kingpin's hideout together. The Cat, having decided to go after the Kingpin alone herself, tells him that it is a good idea. After getting off the phone, both Spider-Man and the Black Cat get into costume to go and confront the Kingpin. Their approach is detected by the Kingpin's security, who prepare a suitable welcome for the two costumed heroes. Spying on the Kingpin, Jonathon Ohnn learns that the security cameras did not record the Spot the night before and decides to face the two heroes again to further test his powers.

Using his portals to the "spotted dimension", the Spot travels to the roof of the Kingpin's skyscraper and puts a portal over the security cameras, obscuring their view of Spider-Man. He then ambushes the wall-crawler, catching him off guard. As Spider-Man fights back, he is unaware of the Black Cat arriving at the scene. She is upset to see that Spider-Man went against his word and went after the Kingpin alone. She slips past the two fighters so she can confront the Kingpin on her own. She waits for the automated guns to kick in, the bullets don't harm her thanks to her bad luck powers. This allows the Black Cat to slip under the gun and into it's trap door, gaining access to the Kingpin's headquarters. As she slips past all the other defenses, the Kingpin's guards warn him that she is on her way. The Kingpin tells his men to allow her to reach him unmolested and waits for her arrival. Meanwhile, on the roof, Spider-Man continues to battle the Spot. The hero then begins to formulate a plan on how to stop the Spot, and leaps out of his reach. Elsewhere, the alien symbiote arrives in Chelsea where it dumps its temporary host body. Slinking up the side of the apartment building Peter Parker calls home, the symbiote waits at the window for its former host to return home.

While Spider-Man continues to fight a losing battle against the Spot, the Black Cat emerges from the ventilation shaft inside the Kingpin's lair. There she is confronted by his bodyguards, but she easily trounces them and gains access to the Kingpin's office where she is greeted by the villain. He tells her that he has been expecting her and has been planning a suitable revenge against her since the time she stole a nuclear detonator from him earlier. He explains that because of her theft, Doctor Octopus threatened to blow up the city, forcing the Kingpin to consider abandoning his city. While up on the roof, Spider-Man continues to let the Spot land blows until he gets too close. As he suspected, the Spot is not prepared for Spider-Man's strength, and surrenders. Back in the Kingpin's office, the Kingpin explains that he arranged for the Black Cat to gain her bad luck powers as their influence would eventually effect those she cares for most, specifically Spider-Man, thus forcing them to split up.

Hearing this, the Black Cat becomes furious but can't bring herself to harm the Kingpin. Hurt by this revelation, the Black Cat fights back tears as she flees. No sooner than she is gone, Spider-Man arrives to confront the Kingpin. When the Kingpin tells the wall-crawler that his business with the Black Cat has concluded, Spider-Man doesn't believe him and the pair come to blows. While on the roof, the Black Cat crosses paths with the Spot who is gathering up all his portals. He tells her that he was defeated by Spider-Man and the wall-crawler went to confront the Kingpin. As the battle below rages on, the Black Cat tries to comes to terms with what has been revealed and decides that, for Spider-Man's own safety, she must break up with him. With the battle turning against him, the Kingpin decides to summon the police. Since the Kingpin isn't wanted for any crimes, Spider-Man is trespassing and is forced to retreat before the police arrive. Up on the roof, Spider-Man runs into the Black Cat and both agree that it is time to talk. Spider-Man speaks first, and has decided that since the Black Cat can't take their relationship or his heroics seriously, he has decided to break up with her. The Black Cat suddenly finds herself angry that he broke up with her for less noble reasons than she wants to end the relationship. Without telling this to Spider-Man, she tells him that she is fine with the breakup and storms off.

Exhausted by the ordeals of the evening, Spider-Man returns to his apartment where he strips off his costume and hangs it up. As Peter falls asleep as soon as he climbs into bed. As he sleeps, he is unaware of the Symbiote entering his apartment and slinking into his apartment.

This story is continued in Web of Spider-Man #1...

Recurring Characters

Spider-Man, Black Cat, The Spot, Kingpin, Sha Shan Nguyen, Flash Thompson, Betty Brant, Candi Muggins, Randi Cooper, Bambi Modica, Vanessa Fisk, Leonard Elkhart

Continuity Notes

• Ohnn scanned Cloak's powers in Peter Parker, The Spectacular Spider-Man #96, he gained his powers in issue #98.

• Vanessa has been in a catatonic state since Daredevil #180.

• The Kingpin recounts that Cloak and Dagger obtained their powers after being injected with experimental drugs. That happened in Spectacular Spider-Man #64. The Kingpin learned about the nature of their powers from Spider-Man in issue #69. He attempted to use Dagger to cure his wife in Peter Parker, The Spectacular Spider-Man #94-96.

• Vanessa's dream reminisces her encounter with the King of the Sewers, also in Daredevil #180.

• Peter obtained his alien costume back in Marvel Super Heroes Secret Wars #8. However, he recently got rid of it in Amazing Spider-Man #258 after discovering it was alive and attempting to bond to him.

• Flash and Sha Shan's relationship has been turbulent since Peter Parker, The Spectacular Spider-Man #91.

• Flash has believed that something has been going on between Peter and Sha Shan since he saw them together in issue #94 when he saw the two of them together. He is mistaken, as the two were only discussing her troubled relationship with Flash.

• Betty and Flash have been hanging out with each other since Spectacular Spider-Man #96, having found kinship in the fact that they are both miserable in their respective relationships.

• The alien costume was contained at the Baxter Building since Amazing Spider-Man #258, however it recently escaped during a blackout in Peter Parker, The Spectacular Spider-Man #98.

• Leonard Elkhart’s encounter with the symbiote has deadly repercussions years later as seen in Absolute Carnage: Symbiote Spider-Man #1.

• The pair want to confront the Kingpin to make sure that the Black Cat's debt following being given her new powers has been paid. The Kingpin facilitated the Black Cat getting her new bad luck powers in Peter Parker, The Spectacular Spider-Man #89.

• The Black Cat stole the detonator from the Kingpin in Peter Parker, The Spectacular Spider-Man #74.

• Doctor Octopus threatened to destroy the city with a nuclear bomb until he was stopped by Spider-Man and the Black Cat in Peter Parker, The Spectacular Spider-Man #75-76.