While an unmasked Spider-Man lies strapped to a gurney, Doctor Octopus works fervently to concoct an antidote to save him because he does not want his greatest enemy to meet his demise at the hands of some poison. If Spider-Man is to die, Doctor Octopus wants to be the one that kills him. The super-powered lady known as Stunner stands by the gurney and urges the evil doctor to hurry up. At that exact moment, a savage convulsion claws through Peter's body, as his mind is suddenly pierced with the jagged sliver of a memory; an incident from a past which should not be his to remember.
Doctor Octopus continues working on the antidote only to discover that it isn't reacting as predicted. Furious – he does not accept failure very well – he destroys a nearby electronic device using his mighty tentacles. Stunner rushes to his side and helps him calm down. As they express their devoted love to each other, Doctor Octopus realizes that Spider-Man has loved ones that must be worried sick about him; so he decides to contact Aunt May at her house in Forest Hills. Anna Watson, who happens to be at the house to pick up some clothes to bring to Aunt May at the hospital, picks up the phone. Doctor Octopus introduces himself as a business associate of Peter's and an old friend of hers and asks to speak to her. Anna Watson reveals that Aunt May has recently suffered a stroke and that she still hasn't regained consciousness. Devastated, Doctor Octopus hangs up the phone. Seeing how distraught he is, Stunner offers him some comfort. Doctor Octopus appreciates the gesture and asks if she would order a large bouquet from the local florist to send to Aunt May. Stunner accepts and heads out. As she makes her way to the florist shop, she is unaware that she is being watched by the entity known as Kaine. It is revealed that Kaine has been spying on them and that he will not allow Doctor Octopus to interfere with the path he must blaze for Spider-Man.
Mary Jane visit the comatose Aunt May at Forest Hills Hospital and asks for her help to get the old Peter back. She has something important to tell him and she fears that she is losing him and she absolutely cannot lose him.
Doctor Octopus has concocted another antidote. He is, however, running out of time to test it because Spider-Man is about to go into cardiac arrest. He has no choice but to inject the antidote into his bloodstream. Slamming into Spidey's bloodstream with all the subtlety of a nuclear strike, the results are as instantaneous as they are dramatic. His body spasms, erupting in a fireball of unrelenting pain, as searing images kaleidoscope within his equally tormented mind. Images of another laboratory, another escape. Spidey bursts free of his bonds and literally starts ricocheting off the walls. Stunner tells Doctor Octopus to stay back because she is the only one with the necessary physical strength to corner him. Intuitively answering Stunner's attack, responding to the warning buzz of his amazing spider-sense, Spidey blindly lashes out and knocks her out. Even as Doctor Octopus rushes to the side of his fallen lover, Spidey makes a mad bolt for freedom.
Bounding from building to building, propelling himself an incredible thirty feet or more with each spectacular leap, he impulsively hurls himself forward. His sole desire is to escape the pain, which seethes within. On a nearby rooftop, the man who calls himself Kaine watches this grim tableau with detached cynicism even as he debates the wisdom of revealing himself. But then, with a half-strangled groan, Spidey suddenly stiffens. Having exhausted the last of his adrenaline, his tortured mind finally shuts down and he plummets headfirst towards the death that will be the end to all of his suffering. Death does not come however; mere seconds before he reaches the pavement surface, four metal tentacles grab hold of him, halting his descent. Doctor Octopus has saved him.
Several minutes later, a now-masked Spider-Man regains consciousness on a rooftop. As he quickly stands up, he immediately starts to search for answers as to how he got there, because the last thing he remembers is trading blows with Stunner. Looking around for clues, he suddenly recognizes the area; he’s only a few blocks away from his brownstone. As he wonders who would have dropped him off so close to his doorstep, he realizes that his fever is gone. Ecstatic, he leaps several feet above the rooftop and starts to bounce from one rooftop to the next. The dark moody Spider-Man is finally gone and only the friendly neighborhood web-slinger remains.
Mary Jane is heading home, wondering whether Peter is going to be thrilled or panicked about her announcement. Unbeknownst to her, she is being watched by the man who calls himself Kaine. It is reveal that Kaine knows the secret that she shall soon reveal and that he truly wishes he could guarantee her survival, however, he cannot.
Spider-Man returns home, gets out of his costume, takes a shower and puts on some clean clothes. All the while, his mind keeps flashing to images of Doctor Octopus operating on him, while he is strapped to a gurney. He is pondering about whether to go visit Aunt May at the hospital or track down Mary Jane when the door to the apartment suddenly opens and Mary Jane walks in. The two are so caught off guard that they are unsure on how to react. But after looking into each other's eyes, they realize that there is a possibility for forgiveness and they embrace each other passionately. Outside their apartment, Doctor Octopus watches on. He then turns around and walks away.
Peter and Mary Jane are spending quality time together. Miles away, Doctor Octopus is in a destructive mood. When asked what is wrong, it is reveal that the antidote he administered to Peter will only mask the symptoms for a few hours. He highly doubts that it will carry all the way until morning.
Back at the Parker household, Peter stands in the bathroom in front of the mirror, sweating profusely. He realizes that the virus is back and so is his memory. He remembers what Doctor Octopus did for him; that he somehow managed to give him a new lease on life, even if it was only temporary. Peter knows he is still dying and he knows that he has to tell Mary Jane. He heads back into the bedroom, where he finds Mary Jane sitting on the edge of the bed, seemingly waiting for him. He tells her that he has something really important to tell her and she replies that she too has something important to tell him. He tells her to go first and she reveals that she is pregnant with his child.
To be continued in Amazing Spider-Man #398
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