The story opens several floors beneath the Multivex Industrial Complex where Dr. Seward Trainer is putting the finishing touches on the equipment that will be used in the rejuvenation of the mysterious figure only known as Gaunt. Gaunt is growing weary of being in his emaciated form and will not tolerate failure on Trainer's part. Trainer assures him that he has everything under control and goes on to cut all communications between the two of them, a requirement of the "influx" that is about to begin. As Trainer initiates the influx program, a voice coming from behind asks how long the program will take. When Trainer turns to face the interlocutor, he is completely taken aback when he sees who is talking to him (as for the reader, we don't get to see who it is...yet). The man tells Trainer that he is a very patient man, however, he will need Gaunt soon to carry out some preliminaries while he destroys the life of Peter Parker. The man then proceeds to ask Trainer if Peter Parker and Ben Reilly both hate him for his betrayal. Before Trainer can answer, the man tells him to keep him apprised of Gaunt's attention and takes his leave. Realizing that the man who was talking to him is the mastermind of the whole clone saga, Trainer realizes that he ought to warn Ben and Peter immediately.
Peter and a very pregnant Mary Jane are enjoying a stroll around the neighborhood. Their walk brings them to a bus stop, where MJ expresses her love of Peter and their unborn child, before getting on the bus and heading into the city to shop with her Aunt Anna. Once the bus is gone, Ben Reilly, who traveled atop the bus as Spider-Man, unbeknownst to the passengers and MJ, drops down from the tree next to where Peter is standing. The two of them head back to the old Parker house.
At the Daily Bugle, Ben Urich, author of a book about Norman Osborn and his days as the Green Goblin, receives a letter from Liz-Allen Osborn, in which she writes that she has uncovered some information that might prove useful to him and that she wishes to meet with him that night at 10h00 at the Bugle to reveal it to him. Ben is glad to have made a friend in Liz because of her connection to Norman.
Dr. Seward Trainer has finally made it to Ben Reilly's apartment, though it is evident that he fears for his life, as he moves rather precariously. When Trainer knocks on the door, the whole apartment erupts in a ball of fire, seemingly killing him in the process. The culprit behind the explosion is revealed to be none other than Gaunt, who is now completely rejuvenated and wearing some kind of robotic armor. Gaunt gloats about having killed Trainer when he realizes, after searching the wreckage, that Trainer survived the blast and escaped.
At that moment, over at the Daily Grind, Sherley Washington, the owner, shows a new employee, named Alison Mongrain, around the coffee shop. Alison coincidently showed up looking for employment just as two usually reliable waitresses stopped showing up for work. Her first impression on the other staff is that of a witch.
At the Parker home in Forest Hills, Queens, Peter and Ben climb into the attic to go through some boxes to make some room for Peter and MJ and their new (unborn) baby. Peter explains to Ben that he wanted him there because they're his memories too. Ben is obviously affected emotionally and goes on telling Peter about his life on the road, when he thought he was the clone and when he thought he had no right to an actual life. Peter tells Ben that, despite everything that has happened, including the revelation that he is the clone and that Ben is the real Peter Parker, it was his (Ben's) strength and his acceptance of it when he thought he was the clone that carried him (Peter) through the rough patch that followed said revelation. Peter goes on telling Ben that he is like a brother to him and that he loves him. Ben jokingly accepts Peter's display of feeling but it is easy to tell that he feels the same way.
Indeed alive, Dr. Seward Trainer buys himself a subway ticket, still hoping to get to Ben and Peter before it is too late. As he prepares to pass through the gate-ticket system, an explosion rocks the whole subway station. Realizing that Gaunt is getting closer, Trainer dives into a subway train that just happens to arrive and manages to escape once more. He knows more than ever that he needs to get to the Parkers, and quickly.
At the Osborn Industries Plant in Long Island, Liz Osborn calls her boyfriend, Foggy Nelson, to ask him to tag along to a meeting with Ben Urich later that night at the Daily Bugle. Strangely, she reveals that Ben invited her, though it was revealed earlier in the issue that she invited Ben. Obviously, they are both being played. Foggy accepts the invitation.
At the Parker home, Peter and Ben are going through boxes containing books that they used to read when they were young. When Peter comes across a Peter Pan book, Peter and Ben both share a moment about how badly they wanted to fly when they were young and how, as Spider-Man, they both attained that goal. At the thought of that, Peter goes silent for a moment, then he proceeds to tell Ben that Aunt May knew that they were Spider-Man (as seen in the heart-rending Amazing Spider-Man #400). Peter explains that – after finding out he was the clone – he did not tell Ben about Aunt May knowing because, subconsciously, he was trying to hold on to the one thing that made him feel special, that made him feel like a real live person. For that, he apologizes. Ben tells Peter not to apologize because he understands. He then tells Peter that they should finish cleaning up in there.
At the Daily Bugle, the maintenance director conducts a final interview with two applicants because five of his men just quit the day before without explanation. After apologizing to them, he tells them that he has not had a chance to check their references; however, that should not be a problem since they both have blowing letters of recommendation. As he says that, the header of both companies that employed them before is revealed: Osborn Industries and Multivex Corporation.
Dr. Seward Trainer exits the subway system like a chicken with his neck cut off, knowing full well that Gaunt is not far behind. He's finally arrived at the Daily Bugle, where he hopes to find Peter Parker. Unfortunately for Trainer, Gaunt catches up to him and, using his large clamp-like robotic arm, grabs hold of him and throws him towards a truck parked in an alley. Trainer hits the truck and falls to the ground. Though hurt, Trainer knows that he has to keep moving, especially when Gaunt shows up to deliver the deathblow. Quickly, before Gaunt can do anything, Trainer slips underneath the truck and surfaces at the front end of it. As he wonders why Gaunt is not coming after him, the mastermind of the clone saga steps out of the shadows and after revealing that he (the mastermind) has to kill him (Trainer) because he knows his identity, he snaps his neck like a twig. After releasing Trainer, the mastermind tells Gaunt to dispose of the body and then to go kill Ben Reilly in front of Peter Parker. The mastermind does not want Peter at his wife's side that night. He wants Gaunt to keep him alive, but occupied, because Peter Parker is going to pay for having a life that night.
Back at the Parker home, Ben and Peter are playing battleship rather than working on cleaning up the attic. MJ phones in and asks them if they want to meet her and Aunt Anna at the Daily Grind for an early dinner. Peter and Ben both accept. Somewhere else, somebody was listening to the conversation. Whoever that person is, his words are haunting: "Don’'t count on it, Peter...don't count on it.".
To be continued in Sensational Spider-Man #11.
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