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 Captain America shows him proof that she was there the entire time. This leads Spidey to somewhat despise the Avengers for refusing to believe his story. As Peter Parker, Spidey returns to his apartment where he finds Mary Jane 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.

During a patrol near the Central Park Zoo, Spidey encounters the living black cloud and almost gets killed but he is saved in extremis by the Avengers. Spidey is thankful for their help but refuses to believe that it couldn’t be She-Hulk that trapped him in the crypt in Spectacular Spider-Man #168.

Puma and Prowler infiltrate Fisk Tower and retrieve files from the computer about the tenement where the crypt was found and whatever is inside it. In another part of town, at the Department of Buildings and Safety, Sandman and Rocket Racer find the file that Spider-Man was looking for but Sandman suddenly attacks the Racer. The Racer manages to flee the scene with the file in his possession while the Sandman is revealed to be the Space Phantom, Master of Mimicry. The Phantom has an encounter with his master, a non-corporal entity who dwells in between dimensions, and ends up leaving him by issue's end. The identity of the entity is not revealed, nor are his plans.

Sandman reappears at the demolition site of the former Daily Bugle building – which is where Spidey had asked him and the others to meet him – without any memory of having been sent into limbo while the Phantom took over his persona. The Rocket Racer also shows up and attacks him from behind. Thankfully, Spidey and the others (i.e. Puma and Prowler) arrive on the scene and separate them. Realizing that he and the others have been tricked by some unknown forces, Spidey decides that it's time they have a talk with the Avengers to try and sort things out.

Minutes later, inside the Avengers headquarters, Captain America explains how the Phantom is able to slip in and out of limbo and switch places with his victims, assuming their physical persona while transferring them into limbo. He goes on explaining that when his victims return from limbo, they have no memory of the exchange. Jumping into the conversation, Spidey asks the Phantom why he did what he did. The Phantom replies that he is in the dark as much as him as to why he had to impersonate She-Hulk. He explains how he languished in limbo for ages until, one day, the entity he called Master arrived and offered to free him from limbo if, in return, he assumed She-Hulk's persona to trick him into releasing the living black cloud. The Phantom goes on explaining that his Master wanted him – Spidey – to suspect She-Hulk and the Avengers of treachery, which he did and subsequently assembled a team of his own. He – the Phantom – was unsatisfied by his master's refusal to answer his questions so he impersonated Sandman to learn what had been discovered about the black cloud's origin and purpose, then, when it seemed that Spidey and his team were going to join with the Avengers, he decided to interfere by transporting Spidey into limbo and take his place, with the result they've already seen. In an attempt to make amends for impersonating them, the Space Phantom proposes that they join forces to find out what the Master's plan is. Spidey immediately refuses and Captain America tells Quasar to make an energy holding cell to imprison the Phantom. Having done that, the heroes move to the conference room to finish their conversation. Once they're all gone, the Master materializes where they all stood and tells the Phantom that his usefulness to his plan has come to an end. Having said that, he zaps the Phantom with some kind of light ray sending him back into limbo. Then, the Master disappears.

Meanwhile in the conference room, the heroes are perusing through the digital and hardcopy files obtained by Spidey and his cohorts from Fisk Tower and the Department of Buildings and Safety respectively. Holding up a plan of the tenement where the secret crypt was hidden, Captain America discovers that the tenement was built as a private mansion in 1890 for a man named Ambrose Carpathian. Using the bibliographical encyclopedia, Spidey finds out that Carpathian was a millionaire and mystic who ruled an occult society known as the Arcane Order of the Night, which held ritual services in the basement of Carpathian's mansion right on the spot where he and Space Phantom found the crypt. Captain America explains that according to the architectural history of New York, the mansion changed hands after Carpathian's mysterious disappearance in Germany during World War I. The Prowler jumps into the conversation and tells the others that according to the City Hall records stolen by Sandman and the Rocket Racer, the new owners remodeled the mansion into a tenement during the nineteen twenties. She-Hulk interrupts him and tells them that according to their database of old New York newspapers, a dozen people were found dead in the area after the mansion was first built. The old newspaper, amusingly called the Daily Bullseye, shows a headline that reads as follows: "Horrible Murders in Manhattan!!! Victims Skinned Alive!". Sersi steps out for a second and comes back with a book that provides more details about Carpathian's biography. Sersi explains that Carpathian earned his money as a ruthless financial speculator but he was best known as an amateur explorer. She goes on explaining that, according to the book, Carpathian traveled to the Amazon River Basin in 1890 and, although his entire party died inexplicably, he somehow survived and returned to New York with a locked chest that he refused to open for customs official when he arrived. Captain America speculates that Carpathian must have bribed the authorities to get the chest through customs. Then looking at the dates of when he returned from the Amazon and when the murders occurred, Cap realizes that they match. Spidey concurs and states the obvious, which is that, a hundred years ago, Carpathian brought something deadly back from the Amazon, which he tried using during his mystic order's rituals but which he could not control and had to seal into a crypt where it stayed until the Space Phantom tricked him into releasing it.

Minutes later, the heroes are aboard the Avengers hover ship, tracking down the living black cloud. Using his genetically enhanced senses, Puma manages to pick up the location of the living black cloud and guides Captain America, who is piloting the ship, in the right direction. Spidey concurs with Puma; his spider-sense warning him of impending danger ahead. Just then, the living cloud becomes visible to all of them inside the ship. She-Hulk comments about its size, as it seems like the cloud has gotten bigger since they first encountered it. Captain America concurs and says that feeding on the chimpanzees at the zoo must have increased its mass. Telling everyone to brace themselves, Cap directs the ship towards the cloud and once close enough, he fires a large net to try and trap it. Unfortunately, the cloud goes through the net like smoke, then it veers around and strikes the ship with all its might damaging the electrical systems. Unable to control the ship, Cap orders the others to abandon ship, while he directs the ship's glide path towards the Hudson River. One by one, the heroes escape the burning ship; Spidey being the last one in the ship. Just as he is about to leave the craft, he notices that Puma has been knocked out by the explosion caused by the living cloud. Grabbing hold of him, Spidey exits the ship and lands safely on the ground below, courtesy of his webbing. Above them, up in the sky, the most unexpected thing has happened; the living cloud has transformed into an organic being, assuming the physical characteristics of those who attack it. Taking flight, the entity soars down towards Thor and lands a solid punch that sends the Asgardian God crashing through the hull of a nearby aircraft carrier. Joining forces, Sandman, Prowler and the Rocket Racer try to take it down but the entity dodges their attack and takes the three of them out with a single punch. Even Quasar's energy blasters are not match for the entity, who simply absorbs them. Frustrated about being unable to stop it, the heroes rally to try and figure out how to neutralize it. Realizing that the cloud is actually a combination of more than one entity, Spidey concocts a plan that makes use of each and everyone's abilities and powers. Summoning the powers of the Gods, Thor energizes his mighty hammer, Mjolnir, Quasar activates his energy-based bracelets, Sersi prepares to use her mind-controlling powers, and Prowler and the Rocket Racer act as bait by yelling at the entity to come and get them. The entity falls into the trap and launches an attack on them. All at once, Thor, Quasar, Sersi, Prowler and the Rocket Racer use their respective powers to strike at the entity. Again, the entity shrugs it off, yet this time, there is a coordinated purpose to their assault. Sandman appears behind the entity and traps it within his sand particle matrix. Then Spidey and She-Hulk make their move. Waiting for the opportune moment, Spidey punches a hole through Sandman's sand particle matrix and the living cloud is shot right into the chest that is being held up by She-Hulk. The latter slams the lid shut and Quasar seals the chest using one of his energy bracelets. Then Thor starts twirling his hammer Mjolnir and throws it up in the sky with all his might. Spidey shoots a web-line at the hammer's handle as it flies off and ties the other end to the chest. This causes the chest to be propelled into outer space, far from the haunts of man. Minutes later, Thor's hammer returns to his owner unscathed. Spidey explains that his spider-sense allowed him to sense that the cloud was in fact a swarm of nearby microscopic cannibal insects, which is what Ambrose Carpathian brought back from the Amazon.

One by one, the heroes depart, until Spidey is left standing alone. Out of the blue, he says "They're gone. You can come out now." Materializing behind him is Calculus of the Young Gods, whom Spidey met a few months back during the affair of the High Evolutionary in Spectacular Spider-Man Annual #8. Calculus apologizes to Spidey for drawing him into this program in such a circuitous fashion and explains that his ethics forbid him to directly get involved in human affairs. He continues explaining that when he calculated the possible outcome if the contents of the Carpathian crypt fell into the hands of the Kingpin, he could not look away so, posing as the Master, he enlisted the help of the Space Phantom to trick him – Spidey – into opening the crypt and releasing the swarm entity. In other words, the whole operation was a way to remove the cloud as a threat without Calculus taking direct action. As Spidey asks Calculus if he thinks that what he did wasn't a bit hypocritical, Calculus disappears into thin air, without answering his question.

The end...for now.