ACT 1: Inside Doctor Strange's domain, Spider-Man reports everything he has seen thus far. Strange meditates for what seems like hours and finally he reveals to Spider-Man that he (Spider-Man, not Dr. Strange) is the one that must go into the Astral Plane to stop "the Shade". Utilizing the Hand of Vishanti, Strange provides Spider-Man with the means to enter the Astral Plane but this will only occur once "the Shade" uses his power to travel between reality and the Astral Plane (Dr. Strange warns Spider-Man not to wander away from the path as there are things that he is not ready to face yet). Our hero sits down and waits for his opponent to make his move.

ACT 2: Jenni (who was introduced way back in issue #37) is walking by herself, heading back home. As she walks by a dark alley, a gang of hoodlums suddenly stops her. They are angry that she has brought guys in, asking questions, and more specifically that Spider-Man has been seen roaming the area. Suddenly "the Shade" appears and sucks Jenni into the Astral Plane. At that exact moment, Spider-Man "leaves" his body and begins floating in mid-air. He is magically transported to where Jenni just disappeared and he enters the Astral Plane.

ACT 3: The Astral Plane. "The Shade" explains to Jenni that he needs to shove her into this star-shaped-tentacle-surrounded green sphere so as to buy him another day at being solid again. But before he manages to do that, Spider-Man shows up and begins punching and kicking him. That gives enough time for Jenni to go and free all the people that had been absorbed into the Astral Plane. Finally, Spider-Man lands one last punch that sends "the Shade" flying into the green sphere, which explodes violently (Because the green sphere allowed "the Shade" to draw off the homeless' energy to sustain his existence, when he was shoved into the sphere, it created a loop, which in turn created the explosion). Concentrating on the Hand of Vishanti, Spider-Man creates an opening between reality and the Astral Plane and everybody is sent back home. However, before leaving, Spider-Man gets a weird feeling and decides to investigate further. He wanders inside the Astral Plane until he reaches what looks like a giant spider. He asks what it is doing there, what it is. The spider replies: "What you are. And what you will be. Depart this plane. Now.". A flash of bright light propels Spider-Man backwards and he is ejected out of the Astral Plane.

ACT 4: Spider-Man, still outside of his body, reappears in New York City. He spots a newspaper vending machine. It is Wednesday morning. Mary Jane came into town last night. Spider-Man remembers that "The Shade" had said that time didn't work the same way on the Astral Plane as it did back in New York. He flies away towards the airport. He does find Mary Jane, who is on the phone, talking to Aunt May, but she can't see him, nor hear him. In his current state, he is not visible to the human eye. He tries to talk to MJ, in hopes that perhaps she would hear him but she does not. However, he hears her. She tells May to tell him that things just weren't meant to be and she ends the conversation. He follows her onto the airplane but she has absolutely no idea that he is there. The plane takes off, leaving our hero floating behind.