First, Will O'The Wisp and the Scarecrow ambushed Spidey. Then Swarm attacked his wife Mary Jane and her fellow actors while Electro and Spidey traded blows at the Whitney Museum of Modern Art. And behind it all, pulling the strings, is the Chameleon, who has targeted the weakest member of Peter's family: his Aunt May!

Now, while Peter arrives at the home of his ex-girlfriend Liz Allan, the Chameleon (impersonating Parker) tricks his way into Avengers Tower, right under May's nose! What Peter doesn't know is that he's been lured to Liz's home under false pretenses (Liz claims that her son, Lil Normie, has been kidnapped by Mark Raxton), and that the deadly foes – the Molten Man, the Scarecrow, and Will O'The Wisp – are lying in wait, ready to spring their final trap. And where in all the chaos is Peter's backup, the Black Cat?

ACT 1: The first couple pages of this issue alternate between Peter Parker arriving at the home of Liz Allan, where he has been unknowingly lured into a trap, and Aunt May entering into Avengers Tower, oblivious that the Chameleon is impersonating her beloved nephew, who is accompanying her inside. Peter and Liz's reunion is awkward to say the least, whereas the fake-Peter and Aunt May reminisce about old times. While Aunt May goes into the kitchen to put stuff away, fake-Peter yanks the phone chord out of the wall and sits down in a chair in the living room. Aunt May asks fake-Peter if he wants oatmeal-raisin cookies, as she was not able to get her hands on any chocolate chips, and he replies that he would love to have some, with an evil smirk on his face.

ACT 2: At Liz-Allan’s home, Liz comments to Peter that he is not wearing his costume. Peter replies that he is but that his new one is thought-controlled; he asks if she wants to see it. Liz retorts that she prays she never sees Spider-Man or him ever again. Taken aback, Peter starts to apologize to her but she interrupts him by saying that he lied and deceived her and willfully endangered her an Normie. Trying to make sense of all this, Liz asks Peter how he became Spider-Man. Peter (somewhat sarcastically) goes on explaining that there are two prevailing theories, one that he is the latest in a long line of Spider-Men chosen by destiny and the second is that he was bitten by a radioactive spider and acquired the proportionate strength and speed of said spider. He adds that, personally, he thinks it is a combination of both. Furious, Liz tells Peter that she cannot believe that he is making jokes while her son is being held hostage by the Molten Man, because of her connection to him. Peter categorically denies that he was joking around. Liz tells Peter that she feels like he’s been laughing at her behind her back for all these years, like she was the butt of some terrible adolescent joke. Peter replies that he did not tell anyone because he had too many things going on in his life: the fact that he was a big wallflower in school, the constant bullying of Flash Thompson, and the death of his Uncle Ben, just to name a few. He did not have anyone but his Aunt May. Liz retorts that he could have had her, could have trusted her, and makes reference to that time after graduation when she told him how she felt about him. Somewhat frustrated, Peter tells Liz that he is sorry that she feels cheated or deceived but all he was trying to do was protect the ones he loved, including her son. He then tells her that he did not let her in because he was trying to spare her and explains that he regrets a lot of things but doing everything in his power to keep her family safe is not one of his regrets. He then vows to find Normie and bring him back to her. Just then, Normie walks into the living room, a loosened piece of rope wrapped around his wrists, and tells Liz that his hands were burning but he got the rope off. Confused, Peter asks Liz to explain what is going on and, nervously, she yells at him that "they" made her lie to him. Just then, Mark Raxton, a.k.a. the Molten Man, comes crashing through a door.

ACT 3: Realizing that he was set up, Peter transforms into Spider-Man and tells Liz to get Normie out of there. He then engages Raxton into battle. As Liz and Normie attempt to leave the house, Liz screams at Peter that Raxton is not alone. On cue, Will O'The Wisp and the Scarecrow arrive and step in between Liz, Normie and the only exit out of the house. Distracted by this turn of events, Spidey is sent crashing to the ground by a solid punch from the Molten Man. Seeing this, Liz implores him to stop but Raxton argues that Peter/Spidey deserves it because of everything he has done to her. Fed up, Spidey punches Raxton in the chin but Raxton's impervious skin absorbs the blow and he simply shrugs it off. Before Spidey can think of his next move, Raxton clamps onto him like a vise in an attempt to melt his new costume. While Spidey holds on as best as he can, Liz and Normie beg Will O'The Wisp and the Scarecrow to let them go, as it was part of the deal. The Scarecrow replies that Raxton made that promise and Wisp adds that they have other intentions. Just then, backup, in the form of the Black Cat, arrives on the scene. Back in the other room, Spidey asks Raxton what he wants. Raxton replies that the Chameleon drafted him, Wisp, Swarm (as seen in last issue), and the Scarecrow, to kill him and his family, though it is not what he personally wants (makes one wonder why the Molten Man would want to continue with the battle if he does not want Spidey dead). While this discussion takes place, the Black Cat has engaged Will O'The Wisp and the Scarecrow.

ACT 4: Raxton continues to try and melt through Spidey's costume but our reluctant hero manages to break free. In the other room, the Black Cat is struggling to breath, as the Scarecrow has a rope wrapped around her neck, crushing her windpipe. Seeing as he has things under control, the Scarecrow tells Wisp to phase into the other room to find out if the Molten Man has taken care of Spider-Man. Just as Wisp phases through the wall and arrives into the other room, he is slammed hard into that wall and knocked unconscious when Spidey, using his appendages, coincidentally happens to throw Raxton towards him at full speed. Having fought back against the Scarecrow and having defeated him, the Black Cat ties him up and drags him into the other room where Spidey has gained the upper hand and pinned Raxton to a wall. Threatening to have his windpipe crushed if he does not tell Spidey where the Chameleon is, Raxton confesses that the master of disguise is going after Aunt May. Spidey is sickened that Raxton let the Chameleon go after his aunt, a defenseless old woman, all the while continuing to crush Raxton's throat with one of his appendages. The Black Cat tries to reason with Spidey, telling him that his aunt is what's important. Spidey listens to her and lets Raxton go. As Spidey tells the Black Cat that they need to get to Avengers Tower right away, Liz (with Normie) appears and explains to Peter that she did not have a choice to lure him into this trap, for Normie's sake. Peter turns away and heads for the door but not before telling her that she should probably not stick around when the police shows up because she might be mistaken for a villain.

ACT 5: A few seconds later, Spidey and the Black Cat are swinging hastily through the skies, heading toward Avengers Tower. At said tower, Aunt May has finished cooking her oatmeal raisin cookies and hands a plate full of them to fake-Peter. Minutes later, fake-Peter has eaten five of them and asks Aunt May what she put in them, as he seems to think they tasted like almonds. Aunt May replies that it is a good thing that he ate that many, though, she explains, that he only needed to eat one or two at the most. Confused, fake-Peter asks what she means by that. Aunt May explains that Peter's Uncle Ben could not go to sleep without making sure that every single door and window in their house was locked and double-locked and also explains that Peter's favorite cookies are ginger-snaps and that he hates oatmeal raisin cookies; even hers. Realizing that he has been caught in the act, fake-Peter crushes his glass in his hand. Aunt May tells fake-Peter that she suspected that he was not Peter on the elevator ride up because she is a mother to Peter and she would not be a very good mother if she could not tell him from an impostor. Having said that, she asks which super-villain he is and fake-Peter identifies himself as the Chameleon and gets on his feet, preparing to "take care" of Aunt May. But as he does so, he starts to feel some pain in his stomach and he asks Aunt May what she did to him. Aunt May reveals that she put arsenic into her oatmeal raisin cookies, which is why they tasted like almond because arsenic tastes like almond. Furious, the Chameleon gets ready to attack her but he suddenly falls unconscious to the ground before he can cause her any harm. Just then, Peter/Spider-Man comes crashing through the window, telling the Chameleon to back off. As he lands in the living room, he is shocked to see the Chameleon lying unconscious on the ground. When he asks Aunt May what happened, she explains that she baked him some cookies and added almond extract and some of Mary Jane's (crushed) sleeping pills; thus revealing that she did not actually poisoned him with arsenic – she simply drugged him with sleeping pills. Peter hugs Aunt May and tells her that he hates the fact that he has made her and MJ targets and taken away what little semblance of a normal life they had. As the issue ends, Aunt May tells Peter that they will get through this, as they always do. Peter replies by saying that it is not always true for everybody.

The end...for now.