ACT 2: Morlun comes crashing through a wall. He unhurriedly walks towards Spider-Man, who lies on the floor unconscious. He grabs him by the collar and starts absorbing the life out of him. However, the potion that Spider-Man had injected into himself causes extreme pain to Morlun, forcing him to let go. Spider-Man then counterattacks by throwing punches after punches at Morlun, while explaining to the latter what has just happened. Spider-Man quickly gets the upper hand on Morlun, whose physical features seem to slowly disappear, rendering his skin scale-like. At this point, Morlun begins begging for his life. Spider-Man wonders if he is capable of finishing off Morlun and ponders about the consequences he will have to face whether he kills him or not. Dex, Morlun's assistant emerges from the shadow and shoots Morlun in the heart. Morlun slowly disintegrates into dust. Spider-Man looks at Dex who drops his gun to the ground. Just as Spider-Man is about to capture Dex, voices are heard heading their way. The two quickly run away in their own direction.

ACT 3: Dex is running away through the forest when he is suddenly stopped by Spider-Man. He begs Spidey to let him go, saying that Morlun was hurting him. Spidey agrees as long as Dex never shows up in New York again. They both leave their separate ways.

ACT 4: Spider-Man web-slings across the City, begging God to cut him some slack. He reaches Ezekiel's place but the place is empty, everyone is gone. Spider-Man wonders if Ezekiel survived after all. As he looks out the window, he notices a small spider stuck to the glass. He picks it up and notice footprints all over the glass. Happiness fills his heart: Ezekiel is alive. He web-slings back to his apartment, spreading his joy to all those he meets along the way. Once he reaches his apartment, he takes his costume off and goes to bed, instantly falling asleep.

ACT 5: He's been sleeping for hours when there is a knock on the door. Sleeping hard, he does not here Aunt May coming in. She founds him in bed, all bloody, covered with bandages, the torn Spider-Man costume on the ground at his side.