ACT 2: Aunt May's Forest Hill residence; Peter and Mary Jane are having supper there. Peter discusses what happened with Julie at school and how he was offended by it. May asks him why he was offended. He doesn't really have an answer for her question so she explains to him the reasons why he was offended.

ACT 3: Later that night, Peter is lying in bed pondering about his life as a hero when Mary Jane comes in, wearing barely anything; she asks him what he's doing. He replies that he's counting the seconds between the flashes of lightning outside and the thunder and then he figures out how far away they were. She takes off her nightgown and asks him to show her and he does. The first one is bolt lightning. Then sheet lightning. Then red lightning. RED lightning. Peter and Mary Jane sit straight up in the bed. They run out to the window and look outside. Across the skies, red bolts of lightning ignite the city skies.

ACT 4: Seconds later, Peter has changed into his Spider-Man costume and is webslinging towards the source of the commotion: Times Square. When he arrives on the scene, the greatest of all spectacle is shown before his eyes. The invincible Iron Man, the mighty Thor, the Fantastic Four and Scott Summers, also known as Cyclops are battling thousands of creatures that Spider-Man has never seen before. Wasting no time, he jumps in and starts helping his fellow superhero friends. He soon finds himself fighting side by side with Ben Grimm (a.k.a. the Thing), as they watched each other's back. Ben tells him that the creatures are trans-dimensional, and that Reed Richards (a.k.a. Mr. Fantastic) is on his way back with a "doohickey" that will send the creatures back home. A cry for help is suddenly heard coming from nearby. Ben tells Peter to go on and help the person, which is what Spidey does. He locates the source of the scream. The creatures are surrounding a woman. Spider-Man manages to grab the woman and takes her out of harm's way on a nearby rooftop. Coincidently, the woman happens to be Julie who was introduced earlier; the same Julie who Peter had a fit with earlier. She asks him for an autograph for her niece called Julie. What she doesn't know however is that the man who just saved her life is also the man she ridiculed earlier that same day. Using a screwdriver found nearby, Spider-Man gives her an autograph...on a huge exhaust vent bolted to the rooftop. Before swinging back into action, he says: "If you can pull it out of the ground, you can have it."

ACT 5: The battle rages on in Time Square. Finally, Reed Richards returns. He screams at them to try and meet him on the roof as there is not much time left. Once on the rooftop, Reed explains what they have to do to send the creatures back into their own dimension. Both Thor and Spider-Man have a concern that there is something magical about those creatures and that perhaps they should wait for Doctor Strange to show up before undertaking anything. Reed understands their concern but adds that something must be done NOW before more and more creatures start swarming through the New York streets on a path of utter destruction. Using this strange device, Reed funnels the energy from Iron Man's gauntlets, Thor's mighty Mjolnir, and Cyclop's visor. It starts to work but suddenly a voice is heard and the device that Reed was holding is broken apart. Dr. Strange has arrived.

ACT 6: Strange tells them that they have been tricked by one of his most powerful foes, whom essence he had sent into a dozen different dimensions, diffusing his energy so that it would be impossible for him to reconstitute himself. However, his foe must have had just enough strength left to contact his minions, arrange for an attack that would cause them (the superheroes) to bring just such dire energies to bear, in such a way as to pull that which was lost across all the dark dimensions, attracting them all to this one place. And in doing so, bring his essence from its scattered domains to that they might rejoin and become one once again. The foe he refers to is...Dormammu, who is seen rising from the green fog on the last page of this issue.