ACT 1: Ward wastes no time and orders the Z'nox to strike at once, which they do. In a matter of seconds, they have apprehended Arthur Stacy and taken him away, and unknowingly poisoned Spider-Man with the alien virus. Our hero promises Jill that he will find Arthur, to which she answers with a bitch-slap in the face; telling him to leave her and her family alone, making allusions to her cousin and uncle Gwen and George Stacy respectively. The Ranger tries to convince Spider-Man to let him handle Ward and the aliens but our hero refuses, telling the Ranger that he will not let a friend down...not again. He web-slings away.

ACT 2: As he web-slings away, his spider-sense suddenly goes off. He lands on a nearby rooftop and is confronted by a new breed of alien creatures holding what looks like blue electrical staff. He is about to start battling them when they suddenly look at him in a weird way and they take off without any explanation. Spider-Man is perplexed and also very tired. He decides that he needs to regroup, grab a few minutes of shut-eye and then formulate a plan. He heads back to his apartment.

ACT 3: Later that night at the gates of an Osborn Industries factory, the grinning gargoyle known as the Green Goblin engages in a battle with one of the alien race known as the Aakon. This goblin, however, is not Norman Osborn, nor his son Harry. Whoever he is, he is easily knocked from his goblin-glider by the alien and lands on the ground several feet below, where two armed security guards confront him. He blinds them using the light flashes that emanate from the fingertips of his gauntlets and glides away, his screeching laugh filling the New York City skies.

ACT 4: Later in the downtown apartment Peter Parker shares with Randy Robertson, Peter awakens on his bedroom floor, having no idea how long he has been there. Unknown to Peter, a rash is appearing on his back, where the Z'nox infected him. A short time later, Peter pays a visit to Aunt May in Forest Hills, Queens. He is looking through a photo album when he notices someone outside of the kitchen window. Peter pretends to go to the bathroom and sneaks out a side window to get behind whatever is lurking outside the house. Peter reaches the peeping tom, grabs him and lifts him off the ground. The spy is revealed to be none other than...the Ranger. Peter asks him what he is doing there. The Ranger replies that he knows Peter is Spider-Man and that Peter could use his help tracking down Arthur and Stewart Ward. He then proceeds to tell Peter that he too was infected by the alien virus. He elaborates: "We and every single person we’ve come in contact with since we fought Ward are dying; infected with an alien pathogen. The infection will spread unless we can get to Ward and create an antidote. Years ago, Stacy, Ward and I were commissioned by the government to retrieve the pathogen when it fell into the hands of an international terrorist group called Hydra. Intelligence indicated that the pathogen may have been derived from the tissues of dead extraterrestrials Hydra discovered. Arthur never believed the bio-toxin was of alien origin. But Ward’s eyes eerily lit up whenever there was talk of the aliens. Ward pretended to be onboard for the mission but as soon as we'd reached the pathogen, he stole a vial of it and ran. In a gunfire exchange, we believed Ward was killed. We were wrong" A distressed Peter ponders about all the people he's already infected: Aunt May, Randy, Glory. He tells the Ranger that he wants to know everything there is to know about Ward. The Ranger accepts but tells Peter that they must get going to try and find Arthur.

ACT 5: One hour later on Manhattan's East Side, in front of the United Nations Headquarters. The Ranger explains that Ward and the alien Z'nox have their base of operations located in a sub-basement directly across the street from the UN HQ. They head into the sewers. Peter, now as Spider-Man, asks the Ranger why Ward didn't die from being infected by the virus all those years ago. The Ranger replies that the alien Z'nox saw to his survival, believing the pathogen to be safer in Ward’s body. He adds that the pathogen was originally developed by the Z'nox as a failsafe device to destroy the Earth in the event their initial invasion failed and that Hydra merely modified it to fit their purposes. He explains how one of the Z'nox actually survived the explosion of their ship after the X-Men thwarted their attempted invasion of Earth and that Ward was contacted by the Z'nox and they offered him the only thing that ever appealed to him: power. Spider-Man asks what Ward wants with Arthur. The Ranger replies that Ward believes Arthur's gunshot broke the vial and infected him; it was in fact the Z'nox who did it as it had wanted a host for the bio-toxin. According to the Ranger, Ward has since tried to find a way to get the pathogen out of his body and into some carrying host; the Z'nox did not object as long as Ward remained loyal. The Ranger believes that the arrival of the second Z'nox may provide Ward with the means to that end. He also believes that there is something more personal between Arthur and Ward but he is clueless as to what it is. They finally reach the door to the secret hideout where Arthur is believed to be held captured.

ACT 6: As they open the door, they are treated to a very disturbing scene. Arthur is semi-absorbed into what looks like a giant organic wall. Spider-Man immediately jumps to his rescue, pulling on everything in sight to try and loosen Arthur from his organic prison. Arthur tells him to go find Ward and the antidote, and to leave him behind. Ward appears, flanked by two Z'nox. He explains that he needs another host for the now-released pathogen to live within, since it is eating him alive. In other words, he needs to transfer it to another vessel or be consumed by it; so he chose Arthur. Having finished his explanation, he suddenly orders the Z'nox to attack Spider-Man and the Ranger. While the battle rages on between the aliens and our two heroes, Arthur tries to talk to Ward to buy out some time before the latter transfers the pathogen into his body; and to distract him and trick him into loosening the organic matter holding him up to the wall. During their conversation, it is revealed that Ward's animosity towards Arthur is in fact because he is jealous that Arthur's current wife, Jean, chose Arthur instead of him several years ago, when they were both fighting for her affection. Meanwhile, Spider-Man has managed to find a way to hurt the Z'nox so he tells the Ranger about it. The organic matter holding up Arthur has now let loose one of his hands. Just as Ward is about to impale Arthur with the pathogen "transfer tubing", Arthur grabs hold of the tubing using his loose hand and impales Ward with it; the pure version of the pathogen quickly spreading through Ward's system, transforming him into a giant red monster that strangely resembles the Thing. Arthur tells Spider-Man that they must get the vial containing the antidote to the virus, which is located around the now deformed neck of the monstrosity that was once known as Stewart Ward, and that they must inject it directly into Ward's bloodstream since all of the pathogen is contained in his body. Wasting no time, the Ranger and Spider-Man simultaneously attack Ward. Spider-Man manages to grab hold of the vial, locates a major artery and breaks the vial into it; the antidote starting to spread through Ward's bloodstream. Ward screams in pain, wondering what is happening. The Ranger, still trapped in Ward's disgusting mass, yells at Spider-Man to take Arthur out of there. Spider-Man wants to go and help the Ranger but Arthur pulls him back, telling him that the Ranger has lived the better part of his life tracking Ward down, and that there is no way he would leave without seeing this through the end. Spider-Man reluctantly agrees and the two start running away. Seconds later, the secret hideout blows up; a mist containing the antidote seeps through the ground and wafts through the air, penetrating every corner of the city and surrounding area, curing everyone it touches of the bio-toxin infection. A friend has been saved. An epidemic has been averted. Spider-Man has done it again.