PREVIOUSLY: In Spectacular Spider-Man #168, Spidey is tricked by She-Hulk to release some kind of living black cloud from a chest hidden in a secret crypt. It is later revealed that the She-Hulk he encountered was in fact the Space Phantom, Master of Mimicry, who assumed her identity to trick Spidey, while sending her into limbo with no memory of ever being there when she returned. The Phantom is working for some kind of being that has no corporal form and their plan has yet to be revealed.

Unaware of this, Spidey heads to the Avengers Headquarters to confront She-Hulk but does not get much help from the other Avengers, who show him proof that She-Hulk was there the entire time. This leads Spidey to somewhat despise the Avengers for refusing to help him and believe his story. As Peter Parker, Spidey returns to his apartment where he finds Mary Jane, his wife, in a rather loving mood and inexplicably telling him that no matter what happens, he is to remember that she loves him. Unknown to Peter, this crazy talk stems from his wife being stalked by an old actor-friend of hers, Jason Jerome, whom she ran into at the airport when Peter left for London the previous week. MJ went on a dinner date with him, as friends, and he put the moves on her. She somewhat fend off his advances but he has been stalking her ever since. This is where this issue picks up.

Meanwhile, at a downtown's single bar, Mary Jane has agreed to meet with Jason Jerome to tell him face-to-face that she wants him out of her life. But before being able to tell him that, Jason tries, once again, to put the moves on her. MJ takes off running out of the restaurant, followed closely by a persistent Jason. Jason catches up to her – telling her to embrace her feelings for him – and kisses her. MJ pushes him back, telling him to leave her alone, and tries to leave once more. As she turns around, she is horrified to come face-to-face with Kristy Watson, her niece, and Normie Osborn, whom she took out to get ice cream. Unable to face her niece, MJ takes off running in the opposite direction, tears filling up in her eyes.

As he web-slings near the Central Park Zoo, Spider-Man's spider-sense kicks into overdrive, warning him of danger. Following the warning, he heads deeper inside the zoo perimeter until he reaches the chimpanzee’s exhibition, where he finds a couple chimps huddled in a corner, sounding terrified. He enters the monkey house to see what has them scared so badly, only to find the cleanly picked bones of three dead chimps. Turning his spider-light on, Spidey dwells further into the monkey house when he suddenly hears more screams coming from a nearby cage. As he points his spider-light towards the cage, he is horrified to see a large orangutan being attacked by the living black cloud. Shutting his light, Spidey leaps towards the cage to try and stop the black cloud but when he reaches the animal, it is too late. All that remains are his cleanly picked bones. The living cloud turns its attention to Spidey and attacks him. Spidey tries to shield himself using webbing but the cloud seeps right through and corners him. Just then, the wall behind him collapses, courtesy of Thor and She-Hulk, and Spidey falls through the hole in the wall. The cloud tries to attack She-Hulk but Quasar shows up and shoots some kind of ray at it. The cloud quickly moves off without retaliating. Spidey thanks Thor for his help and Thor tell him that it was She-Hulk who saw that he was in trouble and he should thank her. Captain America steps in and tells Spidey that they have been following him because they have questions for him. Spidey tells Cap to ask She-Hulk for the answers to his questions, accusing her of being the lady that started it all. Ticked off, She-Hulk tells Spidey that she couldn’t have been the one that lured him into some abandoned tenement downtown because she was at the Avengers headquarters all morning. She adds that she couldn't be in two places at once. Taking off, Spidey tells her that he knows that and that's why he's sure she's lying. As he web-slings away, he thanks the others for their help and tells them to stay out of his way until they get She-Hulk to tell the truth.

Meanwhile at Fisk Tower, Puma and Prowler have made their way up the side of the building (outside) and have reached the rooftop. Puma reaches the rooftop first and tells Prowler to be more careful with his claws so as to not activate the highly sophisticated security system of the building. Holding out his hands, Prowler shows Puma the security system control box he disconnected on his way up. Taking out a nearby air vent, the twosome make their way down the air vent shaft. On the way down, Puma asks Prowler how he would survive if his gadgets failed him during a crisis. Prowler sarcastically replies that he would use his wit and charm as they enter Fist Tower's filing room. While Puma peruses through the hardcopy files inside rows of file cabinets, Prowler activates a nearby computer and runs a search of the computer database. While he looks for the hardcopy files, Puma cannot help but wonder what the Kingpin would think of him if he knew he was looking through his files after he just offered him an assignment to dispose of Chameleon and Hammerhead. These thoughts disappear when Prowler informs him that he's found the computer file about the tenement and whatever is inside it. Prowler downloads it onto a diskette. Just then, Puma alerts Prowler that his super-hearing allows him to hear footsteps, heavy footsteps, heading their way: Wilson Fisk, the Kingpin himself. Fearing that they might get caught, Puma tells Prowler that if he finds them, they'll have to kill him. Prowler replies that he has a better plan. The Kingpin is shown entering the room and sitting down at the same computer that Prowler was logged on. Prowler and Puma are nowhere to be seen.

Meanwhile at the Department of Buildings and Safety, the last civil servant finally exits the filing room. As the door closes, Sandman pulls himself together, as he was hiding in his sand form on the floor. He then heads over to the window and opens it, letting the Rocket Racer in. Racer peruses through the files in the file cabinet and after only a few minutes, finds the file Spider-Man was looking for. Just then however, Sandman attacks. Bewildered, Racer dodges his attack and file in hand, he flees through the same window he came in, leaving a flustered Sandman behind. So it seems, until Sandman metamorphoses into the Space Phantom, who was introduced in the last issue. Just then, the Phantom's boss, a non-corporal entity, appears out of thin air and asks the Phantom why he jeopardized his project by assuming the Sandman's identity. The Phantom replied that he followed his instructions and stayed away from Spider-Man and the others to allow them to pursue the black cloud without any interference. The entity asks why he disobeyed him. The Phantom replies that he is grateful to his master for having been rescued from limbo but he also wishes that he would tell him why he's doing what he's doing. The entity replies that he tells him only that which is necessary to execute the plan. Furious, the Phantom replies that gratitude or no gratitude, he will no longer work for him and disappears out of thin air, telling his former master that he now works only for himself. As the entity slowly disappears, it is revealed that he had planned for the Phantom to turn over.

Meanwhile at the demolition site of the former Daily Bugle building, a dazed and confused Sandman reappears without any memory of having been sent into limbo while the Space Phantom took over his persona. As he tries to figure out what happened, a ticked off Rocket Racer shows up and attacks him. Sandman is about to retaliate when Spider-Man appears and intervenes between the two, asking why they are fighting. Racer tells Spidey that Sandman attacked him back at the Department of Buildings and Safety but Sandman replies that he hasn't been anywhere near City Hall. Just then, Spider-Man realizes that it is too much of a coincidence that two of his allies turned traitor the same day. Realizing that he owes She-Hulk an apology, Spidey tells the others that it's time they have a talk with the Avengers.

To be continued.