In the recent New Avengers series, several hundred super-powered criminals escape from The Raft, a prison for super powered criminals. Spider-Man, along with Captain America, Iron Man, and Luke Cage, to name a few, manages to capture some of them. In the aftermath of the prison breakout, Cap asks Spidey to become a member of the New Avengers, which Spidey uncharacteristically agrees to.

In Amazing Spider-Man #519, Peter, Mary Jane and Aunt May move into Stark Tower, headquarters of the New Avengers. Meanwhile, in another part of the City, the criminal syndicate known as Hydra is planning to take over the world using some evil duplicates of the Avengers.

In Amazing Spider-Man #520, the New Avengers are confronted by these doppelgangers who, at issue's end, manage to evade being captured. Putting two and two together, Spidey realizes that the fights were meant to distract them, as part of a larger evil scheme to smuggle missiles into the United States.

In Amazing Spider-Man #521, it is revealed that Edgar Lascombe, a wealthy man attending the after-party for Mary Jane's off-Broadway play, is in fact a prominent Hydra member who is in charge of the organization's next terrorist move, which entails poisoning the Ogallala aquifer, the largest natural reservoir of water in the United States, using modified SCUD missiles carrying tons of the deadliest toxins known to mankind.

In Amazing Spider-Man #522, Tony Stark informs Spidey about Lascombe's connection to Hydra so Spidey breaks into Lascombe's penthouse apartment. While there, he finds a secret passage leading to Hydra's enormous underground lair. Disguising himself as a Hydra member, he makes his way into the lair and discovers Hydra's plan to poison the Ogallala aquifer. But things get out of control and, after saving the life of a Hydra member, who began doubting the mighty organization, he comes face-to-face with the evil duplicates of the Avengers.

In Amazing Spider-Man #523, Spidey takes on the Avengers doppelgangers and fairs pretty well against them. He doesn't have to fight them single-handedly for very long however because minutes later, the real Avengers show up to help him (Peter left a message with Tony in last issue). Nonetheless, that doesn't stop Hydra from launching their toxin-filled SCUD missile towards their predetermined target: the Ogallala aquifer. Fortunately for the millions of US residents depending on the aquifer for their daily dose of water, Spider-Man is hitching a ride on the missile. Our hero manages to reconfigure the missile's gyroscopic and GPS systems and sends the missile off course (i.e. towards the ocean). As the missile nose-dives towards the ocean, Spidey releases his grip and the missile detonates. This is where this issue picks up.

ACT 1: Spidey is rapidly plummeting towards the ocean when Iron Man turns up and saves him from imminent death (Iron Man was following the missile and Spidey). Wasting no time, Iron Man puts his afterburners on full burn and heads back towards Avengers Headquarters in New York City, carrying a worn out Spidey who passed out from the tremendous effort exhausted.

ACT 2: Two days later, Peter/Spidey awakens in a quarantine chamber inside Avengers Headquarters. While he wonders how long he's been out, Tony Stark enters the room and explains how he came to be there. More precisely, how his system was strong enough to hold off the negative effects of the toxins he was exposed to until he – Tony – was able to inject him with an antidote. Glad to be alive, Peter desires nothing else but to see Mary Jane, even after Tony tells him that he's noticed some anomalies when he performed tests on him. Wearing nothing but boxers, Peter decides to leave the chamber on his own to find MJ. He's taken but a few steps out of the chamber when he realizes that he is quite a few levels below the main floor of the Avengers Headquarters. Case in point, when Tony turns the lights on, Peter finds himself in a large room in which close to a dozen Iron Man armours are on display. Tony comes up behind him and offers him one of his shirts. While Peter puts it on, Tony explains that he got some anomalous readings when he ran his blood through some of his medical scanners. Peter replies that everything about his blood is anomalous since he was bitten by a radioactive spider but Tony is not so sure that it is that simple. Tony explains that while he was unconscious, his white blood cell count was all over the map, his nervous system was firing randomly and he was getting adrenaline surges even when he wasn't doing anything. He continues explaining that the readings he obtained could have been the result of his rather unconventional biology fighting the toxins, provided that there were no symptoms that predated his exposure to the toxins. Peter asks him to explain what the symptoms are to which Tony replies that blackouts would be an example of such symptoms. As the word "blackout" echoes in his head, Peter remembers passing out, feeling dizzy and disoriented, and confused at several occasion over the last few weeks, however, when Tony asks if he's exhibited any of these symptoms, Peter lies and replies that he hasn't. Truly wanting to talk about something else, Peter asks Tony what happened to Hydra after he took off with the SCUD missile. Tony explains that according to what Captain America told him, the Hydra members and the doppelgangers got out of the underground lair as soon as the rocket went up. And, as the evacuation started, a series of explosions began ripping through the base, destroying everything in sight and causing sinkholes to open all over the area, threatening the lives of civilians. So the other Avengers were diverted aboveground to help them while the rest of the Hydra agents cleared out of the underground base. Peter asks what happened to Edgar Lascombe, the head of the organization, to which Tony replies that he hasn't been found and nobody knows where he is (as he says that, Lascombe is shown climbing onboard a limousine at the Heathrow International Airport in England). Tony tells Peter that he can catch up on all the details later when he sees the other Avengers again. Peter could care less about finding out the details, as he is too anxious to see Mary Jane.

ACT 3: Several floors above, Mary Jane is one the phone with someone and she is not too happy. She tells whoever is at the other end of the line to stop bothering her and hangs up the phone, just as Aunt May walks in. MJ explains to May that ever since the tabloids started speculating that she was having an affair with Tony Stark, she's been getting job offers up the "whazoo". She goes on saying that people are not interested in her acting abilities but rather in the fact that they think she's sleeping with Stark. Just as she says that, Tony and Peter appear in the doorway. MJ throws herself in Peter's arms and starts kissing him affectionately. Remembering that there is one last little thread to be taken care of, regarding the story that ran in the tabloids, Tony bids everybody goodbye and takes his leave. As Peter and MJ continue hugging each other, Peter suddenly realizes that May is holding Jarvis' hand. Stunned, he asks MJ to remind him how long he's been unconscious.

ACT 4: A short time later, at the office of Vincent Chambliss, the photographer who took a picture of Mary Jane going in Stark Tower, Tony Stark meets with Vincent to try and convince him to retract his story about MJ and him having an affair. But Vincent is stubborn and refuses to comply with Stark's request, even after Stark explains that he hired MJ's husband, Peter Parker (duh!), to document the work of his company. Stark is then obligated to sink to Chambliss' level and produces some pictures showing Chambliss in a rather embarrassing and somewhat scandalous situation. Chambliss is horrified at the sight of what is on the photographs and agrees to retract the story.

ACT 5: Back at Stark Tower/Avengers Headquarters, Peter is lying in bed with Mary Jane. MJ is telling Peter how she pretty much passed out the first time she found out who he was and what he could do but Peter is lost in thoughts. MJ asks him what is wrong with him to which Peter replies that he's noticed that Jarvis and Aunt May were holding hand earlier when he came in. MJ explains how their relationship started when they first moved into Stark Tower and evolved to what it is now. Peter replies that he is glad that she’s found someone to hold hands with but when MJ gives him a "they-do-more-than-hold-hands-look", Peter amusingly covers his ears and gets out of bed. He heads into the bathroom and runs himself a bath, while MJ goes back to sleep. As Peter watches the tub fill with water he suddenly passes out.

ACT 6: A short time later, Peter is awakened by Mary Jane, who calls for him from the bedroom, asking to see if he's okay. Lying in the water overflowing from the tub, Peter stands up, shuts the water off and tells MJ that he fell asleep in the tub and that water ran out. She asks if he wants her to call someone but Peter replies that he'll take care of it and tells her to go back to sleep. Staring at his reflection in the mirror, Peter starts wondering if perhaps he should be more concerned about the anomalies that Tony found in his system. As Peter recalls his conversation with Tony and lying to him, he stubbornly tells himself that he is all right. He heads back into the bedroom and lies in bed next to MJ. But as he lies there, he tries hard not to think about what just happened.

To be continued.