The clone manages to get away and just as Spidey is about to take off to his pursuit, Traveller appears to him and issues him a challenge. Traveller wants Spidey to come to Ravencroft to stop him, or else he will kill all the inmates. But there is a catch; if Spidey defeats Traveller, the inmates will go free. There is no way Spidey can win but he accepts Traveller's challenge and makes his way to Ravencroft.

At Ravencroft, Spider-Man has pretty much lost his mind as he relives the various problems of his life in his subconscious. Somehow, he manages to remember the adage that his Uncle Ben left him, which is that "with great power must come great responsibility". On his way there, the clone simultaneously remembers the same saying. Spider-Man and the clone fight their respective battle in which, by pure coincidence, both have their masks torn: Ben for real and Peter during his brush with madness. At issue's end, Ben comes to the rescue of Peter before Traveller can do more damage.

Trapped outside the institute (due to some kind of energy field surrounding the building), Dr. Ashley Kafka, the institute's director, Colonel John Jameson, the head of security, and Edward Whelan (a.k.a. Vermin) are helpless and worried about what could happen if some of the inmates were set free.

When Spider-Man and Ben Reilly regain consciousness, no time is wasted for small talk and the two engage into battle. Things go from bad to worse when Traveller releases a herd of inmates to attack them. Spidey and Ben reluctantly join forces to take them down, though Spidey uses more excessive force than he is usually accustomed to. Observing and noting their every word and gesture, Mr. Nacht leaves his post and delivers his preliminary report to Traveller. Satisfied with this information, Traveller instructs his other subordinates to finish their individual assignments and prepare for their imminent departure. Moments later, the shimmering cocoon surrounding the building expands towards those standing outside the building, rendering them unconscious one by one. While all this takes place, Mary Jane is aboard a plane bound for Pittsburgh when she suddenly gets the urge to vomit; she storms off to the bathroom.

After taking down the inmates, Spider-Man and Ben are confronted by a super-villain named Wild Whip, who is easily defeated, only to be confronted by none other than Carnage. The two once again join forces and manage to defeat the infamous miscreant and return him to his special containment cell. Making their way back up to the main floor, they spot Judas Traveller and his Host beating feet; they take off after them. When Traveller splits from his Host, Spidey takes off after him while Ben chases the others. Ben catches up to them but when he jumps inside a limousine seconds behind his target, he is surprised to find it empty. His spider-sense suddenly warns him of danger and second later, the limousine blows up, seemingly with him still inside. Spidey witnesses this and is furious with Traveller, whom he has managed to corner inside Dr. Kafka’s office. Unfortunately for the wall-crawler, Traveller uses his psionic powers to render him unconscious, but not before letting him know that they will meet again.

The shimmering cocoon surrounding the institute now gone, Dr. Kafka, John Jameson and Edward Whelan head back inside to check up on the status of the inmates/patients. When Kafka reaches her office, she finds Spider-Man lying on the ground unconscious. Spidey is revived just in time to hear John Jameson's report on the status of the institute’s occupants. As Spidey tries to make sense of all this, Edward Whelan finds the letter from Judas Traveller, planted by Chakra and postmarked from the previous week, in which he sends his regret to Dr. Kafka for not being able to visit the institution. Puzzled, Spidey wonders if perhaps the Judas Traveller he encountered was an impostor. Further adding to his puzzlement is that the police did not find any physical evidence of anyone inside the burnt-out wreck of the limousine. As a matter of fact, miles away, inside a limousine, Judas Traveller reads Mr. Nacht's notes comments that the two Spider-Man are both certainly worthy of future study.

At issue's end, it is revealed that Ben Reilly did survive the explosion but he is now wrestling with the ideas of continuing on his nomadic journey or staying in New York City.