ACT 2: The next day, Peter is back at Midtown High School, teaching his science class. He notices that one of his students is sleeping through the lecture. He approaches her desk and wakes her up. He finishes off his lecture just as the bell rings. The students start to leave the classroom when Peter asks Jennifer (i.e. the girl that was asleep) to stay behind for a few minutes. He asks her if there is a problem but she denies that there is anything wrong. He sends her on her way. Dominic, another teacher, approaches Peter and gives him a few details about her story: "her brother is a drug user, he has been suspended twice in the last year for being high. He gets her to do his homework, help him take care of things, and cover for him. [...] She has a lot of potential. Left to her own devices, she could go far. Too bad she’ll never get the chance. The bad ones always drag the good ones down with them, always do, Peter." Not knowing what to do to help her, his mind switches to Aunt May, whom he phones up. She is not there. In the next panel, she is sitting outside by herself, holding the shredded Spider-Man costume on her laps.

ACT 3: Peter picks up Jennifer's personal file, finds her address and decides to check it out. As he reaches the address, the building is condemned. A neighbor tells Peter that Jennifer lives in an old basement across the street. Peter makes his way down to the basement. There he founds Jennifer along with several other kids. She tells him all about how she got there and asks him to promise that he will not tell anybody about this place unless he wants to adopt her and all the kids living there. Peter accepts with difficulty. He asks Jennifer where her brother is. She replies that she does not know and that she is starting to be scared that something may have happened to him. The story switches to her brother over-dosing; his so-called friends fleeing the scene.

ACT 4: Peter is now walking outside with Jennifer when suddenly one of her friends comes running towards them, informing Jennifer that Steve is in grave danger. Peter, Jennifer, and Lisa (the messenger) run to his rescue. They find him passed out in a dark alley. He is unconscious, going into seizures; he could die before the ambulance gets there. Peter tells Jennifer to go and call 911 and tells Lisa to try to flag down a car. As the two girls leave Peter, he dons his Spider-Man costume and carries Steve's limp body to a nearby hospital. The hospital staff is all too busy but Spider-Man manages to get a doctor's attention. Steve is being taken care of; he's got a fighting chance. Back at his apartment, Peter calls up Jennifer and informs her on the status of her brother. He tells her that he will keep his promise to her and not reveal to anyone where she lives on one condition: that if she gets into trouble, she can call him and if there is anyway he can help, he will, no strings attached. Her eyes in tears, she accepts. As she leaves the phone booth, she does not notice two figures watching her every move. Spider-Man's presence in their neighborhood did not go unnoticed earlier. They both agree they need to find "The Shade".

ACT 5: Back at his apartment, Peter is changing back to his civilian clothing when the phone rings. It’s Aunt May. She wishes to meet with him. She needs to talk to him. Right now.