But all good things must come to an end. Peter's dreams are haunted by terrible visions of death. A new villain named Tracer comes on the scene, injuring Spider-Man and forcing him to go to a doctor who specializes in treating super heroes. His blood is checked, and the doctor finds something so alarming that she cannot discuss it with Peter over the phone. Now both Peter's wife Mary Jane and his Aunt May have found out the truth – Spider-Man's body is shutting down.

Meanwhile, the mysterious Morlun - a parasitic hunter thought to have perished in a previous attempt to kill Peter and consume his life force – suddenly reappears to spy on the hero and his loved ones...and to wait for the opportune moment to strike!

ACT 1: Aunt May is taken aback when she reads Dr. Castillo's diagnostic of Peter's current health condition. The first thing that comes to her mind is to ask Peter if he's gotten a second opinion on the matter. Peter's reply is that he's been kind of busy, which does not go too well with his Aunt. She takes matters into her own hands and heads into Tony Stark's office to have a chat with him; she brings MJ along. Time passes, during which Luke Cage and Spider-Woman, who are outside Stark's office, wonder what is going on in there. Cage thinks they are discussing the recent newspaper headline about MJ having an affair with Tony Stark but Spider-Woman doesn't think that's what they're doing. But her mindset is soon changed when the door to Stark's office opens and Tony walks them out and tells them that he’s going to take care of it and that he will keep quiet.

ACT 2: Some time later, Peter, as Spider-Man, is strapped to some machine in Reed Richards’ laboratory and is being experimented on by some of the brightest minds in the superhero community. Reed explains that Spidey is suffering from cellular degeneration, though it is not cancer. He asks Yellowjacket what he thinks might be wrong with him. Growing back to his normal size, Yellowjacket replies that it looks to him that Spidey's illness is tied to the radiation-based infection that gave him his powers but reminds them that he's no expert in that field. Bill Foster, a.k.a. Giant-Man, comments that there is only one expert when it comes to radiation-based mutation: Bruce Banner, also known as the Hulk.

ACT 3: One hour later, aboard an Avenger's jet, Spider-Man, Iron Man, Reed Richards, Yellowjacket and Giant-Man, are tracking down the Hulk. A giant rock that misses the jet by a few feet tells them that they are getting close. Seconds later, they have landed and are confronting the Hulk, who is not too happy to see them. Iron Man asks the others if their gas masks are on securely. After confirming that they are, tranquilizer gas is pumped from the jet into the open air to try and subdue the Hulk. Iron Man approaches the Hulk and tries to convince him to help them. The Hulk slightly calms down but when Iron Man tries to hypnotize him using lights flashing from his helmet, the Hulk freaks out and tries to crush him. The others immediately jump in the mêlée. Giant-Man picks up a large rock and prepares to smash it on the Hulk. Still trapped between the Hulk's large hands, Iron Man has to resort to stunning the Hulk with his hand blasters. Furious, the Hulk throws Iron Man with all his might, like a sack of potatoes. Iron Man is sent flying into Giant Man's leg, making the latter drop the rock that he had intended to smash the Hulk with. Spidey and Reed Richards both dodge out of harm’s way, while the Hulk destroys the rock with a single punch. Pieces of rocks are sent flying all over the place, one of which hits Reed in the face and breaks his gas mask. Reed ponders whether or not the gas has had enough time to dissipate; his question is answered when he is rendered unconscious. While Yellowjacket attends to Reed, Spidey confronts the Hulk and manages to make him revert to his human alter ego with a simple knock-knock joke.

ACT 4: A short time later at the Baxter Building, Bruce Banner, Hulk's alter-ego, performs a series of test on Spider-Man's blood to determine what is causing cellular degeneration in his system. Unfortunately for Spidey, the tests are inconclusive. Bruce explains that if he had more time, he could possibly find a cure, if such thing exists, but given the rate at which the illness is coursing through Spidey's body, it seems pretty hopeless. Saddened, Spidey comes to the realization that if he – Banner – cannot help him, then no one can. Banner is quick to tell Spidey that that might no be the case and suggests that he visits the Black Panther.

ACT 5: Three hours later in Wakanda, Africa, home of the Black Panther, Spidey meets with the Panther, hoping that he'll be able to help him find a cure for the disease that he is inflicted with. Though scientifically advanced and even after performing a series of tests, the Panther reveals to Spidey that he too, like the others before him, cannot figure out the source of his illness. As a final effort, the Panther grabs a bowl containing some herbs and tells Spidey to eat them, as they are a special plant, found only in Wakanda, that give the leader of the Black Panther clan his special abilities. Feeling obliged, Spidey swallows the whole thing, and is told by the Panther that he must wait a couple days for results. So, to pass time, the Panther takes Spidey on a trip to the temple of Anansi, the Spider God. However, Spidey refuses to go inside the temple, as he was almost used as a human sacrifice the last time he entered a temple like that (as seen back in Amazing Spider-Man #508). As they board the jet that takes them back to the village, a figure emerges from the shadows of the temple: Morlun. All in all, it was a good thing Spidey decided not to go inside the temple. The next day, Black Panther brings more bad news to Spidey. The whole herb-eating potential remedy has not work. He too does not have a cure for his illness.

ACT 6: Later that night, back in New York City, Spidey sits on a large web that he spun between two buildings. Thousands of thoughts cross his mind, as he ponders about his life and the fact that he is going to die. His moping is soon interrupted by the sound of gunfire coming from a nearby alley. He web-slings down there and finds the Ox beating on some guy who owes his boss some money. Spidey intervenes and attacks the Ox. As he starts pummeling him, Spidey starts to think that he's beating on Morlun, which intensifies his anger. He punches and kicks the Ox over and over and over again, until a hand suddenly stops his fist. Surprised, Spidey turns around and comes face-to-face with Daredevil. DD tells Spidey to calm down and get the heck out of there. Spidey tries to explain that he was beating on Morlun but it is apparent that he was hallucinating Morlun since the Ox is lying on the ground bloody and unconscious. Spidey takes his leave.

ACT 7: Fifteen minutes later, at the sanctum of Stephen Strange, Dr. Strange uses the Eye of Agamotto on Spidey to determine what is wrong with him. The results are not any better. Strange explains that he cannot lift the curse affecting him and that the forces against him are unstoppable. His words of advice to Spidey: "You're a good man who's led a good life. Prepare to die."

To be continued in Marvel Knights Spider-Man #20.