ACT 1: The issue opens at the hospital, in the intensive care unit, where younger versions of Aunt May and Uncle Ben are at the bedside of Aunt May's mother, who is very sick and being kept alive by means of a respirator. The Doctor asks Aunt May if she wants to keep her mother alive artificially or simply let her go. Aunt May replies to let her go, so the Doctor shuts off the respirator. A teary-eyed Aunt May bends over her mother to see if she has passed on, when her mother suddenly springs back to life and grabs her in a chokehold. Just then, the present Aunt May awakens in her bed (at Avengers Tower); it was only a nightmare. As she sits in her bed, her heart racing a million mile a minute, she hears a ruckus coming from outside the window. As she stares at the City, she is flabbergasted – the City appears to be under siege.

ACT 2: Peter is pissed because Mary Jane did not wake him up, seeing as she thought he could use some rest due to having recently discovered that Peter is terminally ill, though details about his illness have yet to be revealed to us. Storming out of their room to head outside, Peter runs into Aunt May, who was just coming out of her room to inquire about what is going on. Peter snaps at her and tells her to go back to bed. She immediately knows that something is up so she asks what's wrong with him. Peter boldly lies to her face and tells her to listen to him and go back to sleep. He then takes off into the night.

ACT 3: While Mary Jane goes back to bed, Aunt May heads into the kitchen and sits at the dining table. She starts talking to herself, then to the ghost of Uncle Ben, about this and that. Deep in thoughts, she is stunned when she hears a male voice coming from the other end of the table. As she lifts her head, she comes face-to-face with Tracer, who pretends to be a reservist Avenger. Aunt May naively believes him and they start conversing about all kinds of stuff.

ACT 4: Meanwhile, in another part of the City, Spider-Man has his hands full with all the machines that are tearing through the streets of Manhattan. The reader does not get to have a look at what Spidey is fighting against, but it is assumed that whatever it is must be big and strong because Spidey is sent flying into the wall of a building and lands hard on the ground down below, in the middle of an alleyway. As he struggles back to his feet, he comes face-to-face with Morlun, who was supposed to have died back in Amazing Spider-Man #35 (#476). Spidey cannot believe his eyes; Morlun should be dead. Strangely, Morlun does not attack him; he simply stares at him for a few seconds and tells him that he will not fight him because he can tell that there is something wrong with him. Morlun then starts climbing the brick wall at the end of the alley. Spidey yells at him not to leave and takes off after him. But as he leaps over the top of the brick wall, Spidey starts feeling loopy and he falls face first into the pavement. Wolverine, who happened to be in the area, shows up on the scene and helps him back to his feet, all the while asking what he was doing and to whom he was talking. Spidey starts explaining that he was talking to Morlun but it is apparent that Wolverine has a hard time believing him, though you would think that Wolvie would use his advanced sense of smell to pick up Morlun's scent.

ACT 5: Back at Avengers Tower, the conversation between Aunt May and Tracer has gotten much more deep (oh yeah, and she makes him a sandwich!). Aunt May – believing that Tracer is a real Avenger – starts talking to him about her nephew (i.e. Peter) and his super-powers, although she never specifically mentions his name or reveal which super-hero he is. Likewise, Tracer reveals to Aunt May that he is some kind of God (kind of like the late Thor) that has the ability to control any machines. Now, if Aunt May was any smart, she would have figured out by now that Tracer is behind the attacks currently taking place downtown, but she doesn't. They just go on talking about this and that when Spidey finally comes crashing into the kitchen, kicking Tracer in the face and sending him to the floor, to the utter amazement of his aunt, who seems to have just caught on to the fact that Tracer is a criminal. Standing back up, Tracer, still referring to himself as a God, starts to taunt Spidey. Infuriated, Spidey launches himself at him and tackles him to the ground. As Tracer lies on the ground with Spidey on top of him, five small probes emerge from the tip of his fingers and penetrate Spidey's left arm, taking DNA, skin, tissue and blood sample and providing Tracer with an instant analysis of his opponent. The results, however, are unexpected. Enraged, Tracer kicks Spidey off of him and starts yelling at him that he is not in his prime (referring to Spidey's medical condition, which we still don't know anything about). Confused and curious, Spidey asks Tracer what he means, since he is the second person to tell him that he's not good enough to try and kill. Tracer replies that it has nothing to do with him not being good enough; it's more of a pride thing. Annoyed and pretty ticked off, Spidey snags Tracer with two web-lines on his shoulders, then he wraps the web-lines around Tracer's neck and starts to pull, thus strangling him; all the while, Aunt May watches, fear in her eyes. Unable to watch Peter/Spidey continue on with strangling Tracer, Aunt May begs him to stop. Peter (almost) reluctantly agrees but something strange happens next. Tracer's skin starts to melt away, revealing some kind of android underneath, which appears to shut down/die. Just then, Jarvis, the Avengers' butler, arrives in the kitchen, armed with a rifle, yelling that he's summoned the Avengers. As he sees the Tracer android lying on the floor, he realizes that he's going to have to clean up that mess and exits the kitchen to go and get cleaning supplies. Mary Jane helps Peter back to his feet and starts walking him back to their bedroom when Aunt May speaks up and tells her to wait a minute, as she believes that Peter has something to tell her. Reluctantly, Peter pulls his mask off and prepares to tell her.

To be continued in the pages of Friendly Neighborhood Spider-Man #2.