PREVIOUSLY: Peter Parker's life over the past few months has been hit with constant waves of turmoil and torment, and events that have transpired during that time have directly and indirectly led to the demise of his beloved Aunt May, his clone Ben Reilly, and his newborn daughter. The pinnacle of all these events has undoubtedly been the return of Norman Osborn, the original Green Goblin, who had been thought dead since the fateful night where he was impaled by his own goblin glider during a deadly battle with Spider-Man. Not only was Norman revealed to be the mastermind behind the whole clone saga, he was also responsible for the murder of Ben Reilly during the fateful all-out battle that took place in Peter Parker: Spider-Man Volume 1 #75, the conclusion to the long-lasting ill-received clone saga.

Now, weeks later, Peter tries to re-adjust to a semblance of a normal life. However, he is well aware that it is only a matter of time before Norman Osborn strikes again, despite his apparent demise in the above-noted issue of Peter Parker: Spider-Man. Meanwhile, he can only continue to do what he does best and that's fighting crime and saving lives.

Cowering in a corner of an unidentified room, the Chameleon, impersonating Spider-Man, tells Dr. Ashley Kafka that he likes to hide behind a mask and assume another man’s identity. Dr. Kafka tells the Chameleon that they have worked too hard and come too far for him to retreat back into wanting to hide himself behind a mask. Slowly, the Chameleon transforms back into his faceless self and asks Dr. Kafka why she is so intent on helping him. Dr. Kafka answers that Ravencroft Institute exists for people like him, people whose minds are shattered and souls are wounded, yet she sees hope in the fact that they can be healed. The Chameleon, impersonating Elvis Presley, replies that perhaps he does not wish to be healed and that he likes to be faceless. Dr. Kafka responds that she would not have risked her career to fake his escape if she thought that to be true. The Chameleon, now imitating Charlie Chaplin, asks why she did it and she explains that she could not let the FBI take him from Ravencroft when he was so close to a breakthrough. She then tells him to stop morphing from one person to another. The Chameleon apologizes, yet he transforms into Marilyn Monroe and begins to sing. Ticked off, Dr. Kafka tells the Chameleon that if he continues playing games with her, she is going to call the FBI. Morphing back into his faceless self, the Chameleon approaches Dr. Kafka and tells her that he understands how serious everything is. Suddenly however, he grabs hold of her in a chokehold, slams her into a wall and tells her that she does not understand the seriousness of this and he will explain it to her.

In another part of the city, Peter Parker and Mary Jane meet up with Flash Thompson and Liz-Allen Osborn to catch up on old times. Liz comments that she is glad to see them because she has been pretty depressed ever since her husband, Harry Osborn, passed away, and more especially now that she is ready to start her life over again. MJ could not agree more and adds that it feels good to be sitting in a restaurant with old friends, looking forward to the future again. Liz asks MJ what the future holds for she and Peter and MJ explains that they are moving out of the house in Forest Hills, Queens, and moving back into the city, because they want to get away from the past, which was pretty much staring them in the face everywhere they looked. Flash, who has been knocking back a few too many beers, comments that there is nothing wrong with the past, prompting Peter to tell Flash to slow down on the drinking. Standing up, Peter suggests they go out for a walk. Flash sarcastically replies that he can go and they will catch up with him later but MJ thinks it is a great idea and she further suggests that they stroll down to the Village to get some cheesecake at "Veniero's". Liz comments that they cannot leave yet, because her "sweetie" isn't there yet. On cue, her "sweetie", Foggy Nelson, shows up and, after brief introductions, they all take off toward the Village.

On their way to the Village, Peter can tell that something is troubling Flash so he asks to know what is wrong. Flash replies that Peter would not understand and walks away, telling Peter to say goodnight to MJ and Liz for him. Refusing to abandon his old friend, Peter tells MJ that he will meet her later downtown and he then switches into his Spider-Man duds, taking off after Flash, his number one fan. Flash is shocked and happy to see him and after some funny banter, Spidey grabs hold of him and takes him to a nearby rooftop to "shoot the breeze". During their conversation, Flash reveals that he is envious of Peter Parker's life, despite all the tragedy, and wishes his life was as complete as Peter's. Spidey tells Flash that he has to get over all the self-pity and move on, and tackle his problems the same way he used to tackle goons on the football field, adding that he has spunk and must remember how to use it.

At the penthouse apartment of J. Jonah Jameson, Jameson and his wife, Marla, are lying in bed, respectively reading poems and a book about Ravencroft, written by none other than Dr. Kafka. Marla is fascinated with Kafka's insights on super heroes and psychopaths and suggests that Jonah should read it. Jonah rebuffs the book ("insight, shminsight") and proceeds to read an excerpt from his book of poems. Marla is aroused and plans a big wet one on Jonah's lips, just as a loud noise is heard from outside the penthouse apartment. Jonah jumps to his feet and starts yelling all kinds of things like "Is the alarm system on?", "Are security men patrolling the grounds?", and "Where's my handgun?". Ticked off that Jonah is so jumpy and on edge, Marla reminds him that the security system is on and that they have no security men or grounds, and threatens that if he has a gun in the house, she will divorce him. Jonah argues that, as the publisher of the Daily Bugle, he has many enemies that could strike at any moment. Marla tells Jonah that he has many wonderful qualities and rampant paranoia is not one of them. She then tells him that it was only his imagination acting up and asks that he come back to bed and read her more of those poems; Jonah acquiesces. Marla was wrong because in the next panel, the Jack O'Lantern is seen hovering not too far from their apartment building.

At Ravencroft, Dr. Kafka finds John Jameson, the Institute's head of security, and tells him that she knows where he can find the Chameleon. Jameson wants to put together a team but Dr. Kafka explains that they have to keep it quiet, because she does not want the FBI to find out what she has done (i.e. faking the Chameleon's escape). John goes along with her request, though he questions her judgment. Dr. Kafka asks that he save his lectures for later, as the important thing is to retrieve the Chameleon, and she knows where he is heading. As they arrive at the alleged location, Dr. Kafka steps out of the vehicle and asks John to borrow his weapon. John does not want to give her his gun, fearing that she will shoot herself in the foot, since she does not know the first thing about guns. Dr. Kafka replies that she is the only one who can get close to him but she does not want to do it without protection. John agrees and hands her the gun, telling her to be careful. Cocking the gun, Dr. Kafka replies that she'll be fine and proceeds to shoot John point blank in the chest. Kneeling down next to him, Dr. Kafka transforms into the Chameleon.

Back in the city, Spider-Man drops Flash Thompson off at his apartment, telling him that he knows that he has what it takes to bounce back. They shake hands and part ways; Spidey swinging off into the skies and Flash telling a bunch of kids to put their cigarettes out. As Spidey web-slings through the city, he wonders if there is anything he can do as Peter Parker to help Flash get back on track. Suddenly, his spider-sense kicks in, warning him of danger. Looking around, he notices the original Doctor Octopus seemingly attacking none other than Peter Parker!! Spidey swings down towards Doc Ock and informs him that there are two problems with that scenario. One, Dock Ock is dead and two, he happens to know that Peter Parker is clear across time as they speak. Peter Parker screams at Spidey that it does not make sense that it would be across town when he is right there dangling six stories above the ground. Spidey is taken aback at how well this "Peter" sounds and acts like him. Wanting nothing more than to figure out what is going on, Spidey leaps at Doc Ock, simultaneously guessing that it cannot be one of Chameleon's tricks since he is locked up in Ravencroft; therefore, it must be Mysterio. But as he goes to tackle Doc Ock, he goes right through him and crashes into a nearby chimney, realizing that it is some kind of holographic projection. The fake Peter Parker tells Spidey that he did not know that Doc Ock was dead because they did not let him watch TV in Ravencroft. Having said that, fake-Peter transforms into the faceless Chameleon, to Spidey's utter surprise. Spidey grabs hold of the Chameleon and tells him that he is lucky he was sent to Ravencroft and not the morgue, especially after what he did to Peter Parker – making him believe his parents were still alive, only to take them away again. Suddenly, Spidey starts to feel dizzy and has to let go of the Chameleon. As Spidey falls to the ground unconscious, the Chameleon reveals that he coated his clothing in an invisible odorless chemical that is designed to cause blackouts.

When Spider-Man regains consciousness, he is wearing a straitjacket and Dr. Kafka is standing over him. Dr. Kafka tells Spidey that they had to sedate him using drugs because he was getting violent. Confused, and thinking that Dr. Kafka is in fact the Chameleon, Spidey starts to yell at her. Dr. Kafka replies that his condition is worse than she thought and that his delusion has taken complete control; she does not know how she is going to tell his wife. Even more confused, Spidey asks Dr. Kafka (who he still thinks is the Chameleon) what she knows about his wife. Dr. Kafka replies that his wife has been worried about him and that his frequent disappearances for days at a time have taken their tolls on her. She never knows if he is alive or dead, and she feels humiliated that he runs around in that absurd costume. Calling Spidey "Mr. Smith", Dr. Kafka adds that his wife has suffered enormously because of him. Baffled, Spidey asks to know what she is talking about, as he understandably does not know why she called him that. Dr. Kafka replies that his name is Herbert Fillmore Smith, a 39 year-old successful writer of fantasy and science-fiction novels who lives in Westchester and who recently suffered a trauma, which has caused him to retreat into a delusion that he is the superhero known as Spider-Man. Spidey does not buy into it and – still thinking that Dr. Kafka is the Chameleon in disguise – threatens to beat the crap out of him when the drugs wear off. Pulling Spidey's mask off, Dr. Kafka tells him that she is not the Chameleon and that he's most certainly not Spider-Man. With that said, she tells him to look in the mirror because it is time to face the truth. Spidey takes a look in the mirror and sees a completely different face, looking back at him!!

To be continued.