ACT 2: Meanwhile, at the midtown Manhattan penthouse of Peter and Mary Jane Parker, MJ is attempting to take Peter's shirt off to see whether or not he kept his promise of not being Spider-Man anymore. She is pleased to see that he is not wearing the costume when the doorbell rings. It's Jill Stacy. She is picking up Mary Jane to drop her off at the airport. MJ asks Jill to check out Peter's new "think tank job" since she (i.e. MJ) hasn't been able to get up there yet. On his way out of the penthouse, Peter offers Jill to go grab a bite to eat once he's done work. Jill gladly agrees.

ACT 3: Meanwhile, at the former residence of May Parker, in Forest Hills, Queens, Anna Watson is having some of hers and May's friends over to drink coffee and to discuss May's amazing return amongst the living. A short time later, when all the other women are gone, May and Anna share their feelings about their current living conditions.

ACT 4: Meanwhile at Osborn Industries, a suspicious individual is harassing the security personnel and demands to see the head of the company. The security man behind the desk calls up Mr. Stone, the new head of Osborn Industries, but the latter refuses to see the man and tells them to deal with him accordingly. They pull out their guns and request that the man leave immediately. Unfortunately for them, the man exhibits strange powers that allow him to incinerate one of the security guards by simply grabbing him around the neck. The other guard shoots at the miscreant but the bullets go right thru him. In the crowd, another man is furious that the latter has just revealed his powers so eagerly (It appears that Norman Osborn has stolen something from him but it is not revealed what it is).

ACT 5: Meanwhile, the new Spider-Man is taking a well-deserved break when he hears the news of the attack at Osborn Industries. He rushes to the scene. At that moment, Peter Parker is demonstrating his scientific genius to the rest of the team at the Tricorp Research Foundation. Doctor Twaki, the head of the foundation is more than pleased with Peter's results. Javier, however, appears to be jealous of Peter's work and storms off. A short time later, after having lunch with Terry Kwan, Peter heads back to the lab to complete his experiment. However, something goes terribly wrong and the container explodes. Peter is unharmed but suspicious of Javier. As they exit the lab to have Peter examined by a doctor, employees are seen running in the hall, heading in the same direction. Peter and the others are informed that Spider-Man is live on CNN, battling some kind of creature at Osborn Industries. They all gather in the lounge room and watch in awe.

ACT 6: The scene switches to the new Spider-Man battling this new villain that exhibits powers similar to those of the Human Torch. Spider-Man has a rather difficult time even landing a punch on the scoundrel. The latter blows a hole through the asphalt and flees in the underground tunnel beneath the surface. Spider-Man follows him in. The individual reaches a huge steel-plated vault door, which he manages to open by melting the lock. He disappears inside the vault, followed closely and inconspicuously by Spider-Man. The latter takes notice that the individual appears to be wrapped in bandages from head to toe. He grabs the end of the bandages, pulls on it, and swings the individual around, right into the wall of the vault, while asking him who he is. The miscreant stands up, pulls out the last few bandages covering his face, and says "I am Shadrac". Shadrac grabs Spider-Man by the neck and throws him up through the ceiling, and the overlaying asphalt, and through the air when he reaches the surface. Peter Parker, who had managed to get to the scene using his spider-like speed, and who is witnessing the events live as they unfold, takes off his shoes, covers his face as best he can, and jumps to catch the stunned Spider-Man, who has started his descent towards the concrete pavement below. Once he grabs hold of him, he runs up the side of the building and onto its rooftop. When he pulls off Spider-Man's mask, he is stunned to see that Spider-Man is actually a girl.

ACT 7: To keep his identity a secret, he puts her mask on just as the girl awakens. She is ecstatic that the real Spider-Man has just saved her and even lends him her costume since he doesn't have his on (When she takes off her costume, it is revealed that she was wearing some kind of body suit imitating the musculature of a man, which simultaneously made her look bulgier, hence more threatening). She quickly explains how she got the gift of power when she participated in the Gathering of the Five ceremony (showcased in Sensational Spider-Man #32, Amazing Spider-Man #440, Spider-Man #96, Spectacular Spider-Man #262, and Sensational Spider-Man #33), the same ceremony where Norman Osborn obtained the gift of insanity, although he had initially thought he had gotten the gift of ultimate power, which obviously he hadn't since she had obtained that power and decided to replace Spider-Man when the latter recently decided to call it quits. While she explains this to him, he finishes putting on the costume and tells her that he will send paramedics for her. The last page shows him jumping back into the action, while she screams "Go for it, Spider-Man!".