In a dark alley, low-life crooks have captured a young woman with the hopes of robbing her and possibly raping her. Suddenly, out of the darkness, a roar is heard and the Puma lunges itself at them, his claws sharp and deadly. They are all badly hurt by his attack but they find the strength to scurry like rats off a sinking ship. Their terror seems to feed Puma's animalistic fury. Puma turns to the young woman, who is cowering on the ground, terrified. The fear maddens him, enrages him, yet somewhere behind the red mist of his rage, the small part of him that is still Thomas Fireheart remembers that he is already responsible for injuring one innocent woman tonight; thus he leaves.

Spidey takes Nocturne to the apartment building where she used to live when she was still Angela Cairn but when he reaches the place and takes a peek inside her apartment, he realizes that life has moved on and that a young couple has taken over the lease of Angela's apartment. As he makes his way to the rooftop of the building, Nocturne's body hanging in his arms, he realizes that burying himself in brooding bitterness and turning his back on the world will not stop the world from moving on.

Anna Watson, Mary Jane's aunt, is visiting Aunt May at the Forest Hills Hospital, where she lies in a coma as a result of suffering a stroke. Anna tells May that she owes her so much for being there for her, for being such a kind and compassionate friend, and for being like the sister she never had. She goes on telling her that she's always admired how strong she has been for her and especially for Peter. She tells May that she cannot understand how she could carry on after Uncle Ben passed away, commenting that she – herself – never would have been as brave as she was. As tears flow down on her cheeks, Anna tells the comatose May that she does not have to fight anymore, as she has lived a good life and raised a fine young man. As Anna touches May's face, she tells her that "whatever will be will be".

Back on the rooftop of the apartment building, Spidey has built a net of webbing to shield him and Nocturne from the rain. Nocturne has begun to slowly regain consciousness and, in a turn of events, calls for Puma. Spidey is taken aback and cannot understand why she is worried about him after what he did to her. Nocturne answers, not with words, but with that power of hers, and reaches out with her emotions, which fill his head and heart with her feelings for him, her concern, her care. She makes him realize that there is an understanding and a bond between them. Puma needs them and she knows where to find him so that maybe they can help him to find himself.

Meanwhile in Pittsburgh, Mary Jane is paying a visit to her sister, Gayle Watson, to try and mend fences between them, long enough for them to – maybe – be a family again. MJ sits at the kitchen table across from Gayle and explains that she hates herself for abandoning her, all these years ago, when she needed her most. Gayle replies that she understands that she did what needed to be done and explains that, though she was angry at first when she left, it was not long before she realizes that she – MJ – was right. Gayle goes on explaining that once her husband, Timmy, left and their mother died, she was left alone with two kids, but none of that was her (MJ's) responsibility. She continues saying that maybe she did resent her (MJ) for having a life of her own but realized that she needed to learn to stand on her own two feet, which she feels they both did. Gayle goes on saying that somehow she always knew that they would be close again because, like their mother used to say, things have a way of turning out right – "as right as rain". MJ tells Gayle that she misses their mother and that she always thinks of all the things she wish she had told her. She goes on saying that if anything ever happened to her – Gayle – or their father, she would spend the rest of her life regretting that she never told her – Gayle – that she was sorry and that she love both her and their father.

Back in New York City, Spidey is following Nocturne, who is leading them to the Puma. His spider-sense suddenly starts buzzing but it ends up being a false alarm when he catches sight of Daredevil swinging nearby (when this comic was published, a new man had assumed the identity of Daredevil because of the recent passing of Matt Murdoch). Sometime later, they arrive at their destination; the dockside warehouse in which Angela Cairn was originally transformed into Nocturne. No sooner have they set foot inside the warehouse that Puma comes out of nowhere and attacks him. Nocturne tries to stand between them and use her powers to subdue the Puma but she is having less and less of an effect on him, the result of him being more cat than human. The battle between the Puma and Spidey is brutal, savage, vicious, as the Spider defends himself against the fury of his attacker. In a desperate attempt to stop the battle, Nocturne infuses Puma with a barrage of emotion, reaching out with an intense calm, seeking to reestablish her bond with his buried human spirit, only to find that it is a wasted effort.

Back in Pittsburgh, the fences have been mended between Mary Jane and her sister Gayle. Kevin, Gayle's son, shows up in the kitchen crying as a result of having a bad dream. Both Gayle and MJ kneel down next to him to offer him some comfort and Gayle utters the same words that their mother used to say: "everything is right as rain".

Back in New York City at the dockside warehouse, the battle continues between Spidey and his opponent. It is a fight of survival, a battle to the death. Knowing this, Nocturne resolves herself to a course of action, awaits and opening and leaps throwing her body between the two combatants. Though the strain on her empathic abilities is near unbearable, she creates between them – becomes actually – an emotional conduit, buffeting and bombarding both of them with the anguish, guilt, and pain of the other; letting them experience firsthand what it is to be the Spider and what it is to be the Puma. Wrapped within one another, they are bound by emotion and though it takes only a moment, it is an experience neither of them will soon forget. For Spider-Man, it is a moment of enlightenment and understanding. For the Puma, it has a far more sobering effect, as slowly, subconsciously, fighting back the beast, the man once known as Thomas Fireheart reclaims himself. Witnessing this, Spidey leaps to stop him from leaving – as he has to pay for his crimes – but Nocturne protests with a hand on his arm, her power enveloping him in a wave of calm, like before. Only this time it stops Spidey, soothes him, fills him with peace. And as he watches Fireheart stumble out the door, into the night, he realizes that maybe all of them deserve a second chance...all of them. Spidey turns to Nocturne and tells her that a friend of his, Dr. Ashley Kafka, can help her and give her another chance at being Angela Cairn again. Nocturne nicely refuses his offer and takes flight. Spidey asks why she will not try and she replies rhetorically – as she flies away – why he will not try.

The end...for now.