In issue #58, Doctor Strange joined his fellow superheroes in their battle against Dormammu. While the others took care of the Mindless Ones, Doctor Strange engaged into a fierce battle with Dormammu. As the battle raged on, Spider-Man decided to go help Dr. Strange defeat his mortal enemy. However, his presence changed the dynamic of the spell that Strange was casting against Dormammu and both superheroes ended up trapped in the void, outside of time and space. When they did managed to come back, they found themselves shifting between the future, after the destruction of New York City by Dormammu, and the past, prior to the rise of the latter. They then went years in the future and several years back to the creation of Spider-Man. The last page of the issue shifted between the futuristic version of Spider-Man surrounded by the police at the cemetery where Aunt May is buried, and young Peter Parker, just about to be bitten by the radioactive spider. Issue #59 (now renumbered as #500) picks up from that point.

ACT 1: Spider-Man is caught between moments: his futuristic self surrounded by the police and his past self about to be bitten by the radioactive spider that gave him his superpowers. In the future, an aged Detective Lamont approaches Spider-Man and tells him that he should surrender, take the manslaughter rap, and that he will help him. However, Spider-Man replies that he can't go back and that he must make a final stand. He tells Lamont to walk away and not look back. He then turns to Aunt May's headstone and tells her that he must do this, for Mary Jane, for her, and for his son, Ben. He turns back around to face the policemen. And it begins. Our hero fights hard...but he inevitable happens. His spider-sense finally fails him. A shot is fired. It is deadly. Spider-Man is no more. The Spider-Man of the present is helpless. Time shifts again. He is now looking at his past self at the science exhibition where he acquired his superpowers from the bite of a radioactive spider. He has the power to stop it, he has the power to save his Uncle Ben. However, he realizes that many more people would have died if he had not been there to save them. The radioactive spider bites young Peter Parker.

ACT 2: Everything suddenly goes dark again. A string of light appears out of nowhere, shining his light upon Spider-Man. It is Dr. Strange, billions of years in the future, sending the spell of becoming to guide Spider-Man back through his timeline so that he may return to his self in the moments before the other superheroes were tricked into opening the door for Dormammu, and so that he may stop them from repeating their mistake. The string of light goes right through Spider-Man and everything goes dark once again.

ACT 3: When he awakes, he is down in the basement of Midtown High School, reliving the moment in his life where he first encountered the Sandman. Having defeated him before, using a vacuum cleaner, Spider-Man knows exactly what to do. As he jumps towards the vacuum cleaner, everything around him disappears. A second later, he is miles up in the air fighting the Vulture. Vulture grabs hold of Spider-Man and throws him downwards into a water tower. Our hero is about to black out and drown but using the last of his strength, he manages to surface. When he does, he is confronted by the Lizard (a.k.a. Doctor Connors) who immediately attacks Spider-Man. It is a fierce battle and Spider-Man is caught off-guard when the Lizard whips him using his tail. As Spider-Man is thrown backwards in mid-air, time shifts again. He is now battling Electro. Spider-Man defeats Electro the same way he did in the past: using rubber gloves to protect himself from the electrical discharges. Time shifts again. Bennet Brant, Betty Brant's brother is dead. She blames Spider-Man for his death and slaps him. Time shifts again. Spidey is now confronted to Mysterio. Our hero is tired. Suddenly he hears "Hulk smash Spider" coming from behind him. Using his spider-sense, he jumps out of harm's way but the Hulk smashes the wall surrounding them. Time shifts again. Spider-Man now relives the classic Amazing Spider-Man #33, which is the conclusion to the Master Planner storyline. "For those of you who are too young to remember this memorable issue, let me refresh your memory: In an attempt to overthrow the Master Planner, who was revealed to be Doctor Octopus, a furious battle between Spider-Man and his arch-nemesis was engendered. In a moment of carelessness, Spider-Man became trapped underneath tons of debris from a falling piece of equipment, allowing his adversary to flee the scene. Lying on the ground, just a few meters away from him, was the cylindrical container Spider-Man had come all this way for. Enclosed within that container was the antidote to a deadly viral infection, which Aunt May had contracted. After having gone through a spirited psychological struggle, Spider-Man had drawn together all of his remaining strength and had managed to extrude himself from this rather precarious situation. The antidote was later delivered to his Aunt May and all ended well". Time shifts again. Spider-Man now relives the death of Gwen Stacy at the hands of the Green Goblin. Again, Spider-Man tries to catch Gwen as she is thrown off the George Washington Bridge (showed in the original issue is the Brooklyn Bridge) by the Goblin but the result is the same. She dies.

It should be noted that while Spider-Man was encountering all of his foes in succession, Doctor Strange's voice could be heard, telling Spider-Man to follow his voice.

ACT 4: Spidey has had enough. Doctor Strange convinces him to continue on, telling him that he is getting closer and closer to the time before the rise of Dormammu. Our hero regains his strength and continues. Spider-Man encounters Venom, the Molten Man, the Kingpin, Kraven the Hunter, Carnage, Doctor Octopus, Shathra, Shocker, the Ox, the Rhino, Hobgoblin, the Chameleon, Doctor Doom, Digger, Juggernaut, the Scorpion, the Punisher, the Beetle, Morbius, Dr. Mendell Stromm, the first Spider-Slayer, Morlun, and the Prowler, just to name a few (the splash page by John Romita Jr. representing these battles is simply astounding). He fights them all, one by one. Suddenly time shifts again and he is back in New York City, alongside the Thing, battling the Mindless Ones, prior to the ascension of Dormammu.

ACT 5: Having no time to waste, he web-slings to the rooftop where Iron Man, Thor, Cyclops, the Human Torch, and Mr. Fantastic are about to use the device conceived by Mr. Fantastic to send the Mindless Ones back into their own dimensions. Spider-Man stops them and explains what will happen if they do use the device. They believe him and agree not to use the device unless it's the only option remaining. Finally, Doctor Strange arrives and using his mystical powers, he sends the Mindless Ones back to their dimensions and it's over.

ACT 6: After the others are gone, Doctor Strange gives Spider-Man a strange little box, which he found in his pocket while traveling through time. Spider-Man realizes that it is his birthday and that Aunt May and Mary Jane will be waiting for him. He web-slings away, leaving Doctor Strange to himself. An individual appears out of nowhere and traps Doctor Strange. He tells him a bunch of stuff, which is simply to advertise the upcoming Doctor Strange miniseries written by J.M. Straczynski.

ACT 7: Spider-Man arrives home and takes off his costume. As he pulls off his mask, May and Mary Jane open the door to the bedroom and yell Happy Birthday. Later that night, Peter is sitting on the couch, staring at the strange little box that Doctor Strange gave him. He goes out, alone, on the roof and opens the box. There is a message inside the box that reads: "You have five minutes. Spend them as you wish". He hears a voice behind him...he turns around and comes face to face with...Uncle Ben. A very touching reunion happens here, which is too hard to describe so I would suggest you buy the book. Soon, however, it is over. Peter goes back downstairs, into Mary Jane's waiting arms. He tells her that he loves her and that he wants her to know that, every night and every morning. She replies that she loves him too. They turn off the lights and they go to bed.