ACT 1: While he soaks in his bath, he ponders about why he keeps trying to help the innocent only to suffer the abuse of an indifferent public and the occasional round of police gunfire. As he comes out of the bath, he heads towards the kitchen to grab a can of pop (note that he is only wearing a towel around his waist). As he ponders about what Chinese food he should be ordering, he clumsily drops his can of pop on the floor. As he bends over to pick up the can, revealing some of his assets at the same time, a knock is heard on the door. It's Caryn, the quite attractive blonde from across the way. Peter asks Caryn to wait a second before coming in. She mishears Peter and comes in. Peter barely has enough time to cover up his goods as she enters the apartment. She starts flirting with Peter, who appears quite uncomfortable. She asks is he's received her message asking if he would look over her dog Barker for a few days while she's gone to Vegas to work. Peter, feeling the common necessity to help out others finally accepts.

ACT 2: Meanwhile, Fusion is broadcasting a television message, claiming responsibility for the recent bombing of the Edgar Tower which took the life of three hundred citizens. He also asks everyone to ask themselves one simple question: Why? Why would a man rain such death and destruction upon our fair city when we have done no wrong? "My response is equally simple: this was not the work of just one man. For as surely as I prepared the device, it can be said that the costumed "hero" Spider-Man, supplied the impetus for its construction.", adds Fusion. A few minutes after the first broadcast, another one kicks in, this one aimed directly at Spider-Man: "To the insect known as Spider-Man, I hereby issue a challenge: I have defeated you in battle once. Will you face me a second time? The fate of thousands is in your hands. If you ignore this invitation, others will most assuredly die. There is nothing that can be done to stop me. At this moment, a hundred devices, similar to the one that destroyed the Edgar building are spread across the city at random, ready to be detonated unless you find the courage to sacrifice yourself to me. You haven't the capacity to stand against me, Spider-Man and yet stand against me you must. Only you have the requisite pieces of the puzzle to understand what to do next. You will know where to go, if you consider the information I supplied to you during our last encounter. Meet me where the angels fall."

ACT 3: Judging by the information Fusion supplied Spider-Man at the Edgar Tower, it's clear he blames him for the death of a child...probably his son. Spider-Man remembers what Fusion had said when he first encountered him, something about his son trying to copy him by swinging off a warehouse attached to a piece of string. As Peter investigates the death of a child attempting to imitate Spider-Man he comes across an article which coincides with Fusion's story. Having found a lead, Peter leaves the library only to come face to face with Flash Thompson, who he had not seen in quite a while. They start talking and Flash expresses words of support to Peter with regards to M.J.'s departure for California and Peter is quite amazed of the way Flash has changed, thanking him for making his day a little easier.

ACT 4: Later that day, Spider-Man web-slings towards the rendezvous point with Fusion. As soon as he's arrived, the fight commences between the two foes. Fusion's amazing capacity to transform from one super-hero to another and super-villain to another gives Spider-Man the ride of his life. All throughout the battle, Spider-man attempts to dissuade Fusion of pursuing his demented endeavors, but fails to do so. In a final attempt to stop Fusion he is knocked violently on the ground...breaking his neck...to be concluded.