ACT 1: The story opens with a flashback to a few months earlier – most specifically the events that took place at the end of Friendly Neighborhood Spider-Man #10. The evil Uncle Ben has just shot the Spider-Man from the year 2211. Unbeknownst to him, some guy drinking beer in the cemetery has witnessed the whole thing. Once "Uncle Ben" leaves, the man goes over to check up on Spidey-2211. Seeing as Spidey-2211 appears to be dead, the man takes his helmet off. As he does so, light tears through the darkness and, seconds later, Spidey-2211’s body is gone – the grass beneath where he was lying burned to a crisp. As the man crazily yells to be "taken" too, the cemetery grave digger shows up, wielding a shovel and scares the man away.

ACT 2: At the 13th police precinct in Manhattan, S.H.I.E.L.D. agent Jamie Madrox and Sands are having a discussion with Detective Collins, the detective that was in charge of the murder case against Flint Marko's father (i.e. Floyd Baker). Agent Madrox tells Collins that Ben Parker has been dead for years, prompting Collins to ask if Parker had a twin brother. Agent Madrox replies that he did not and proceeds to ask Collins what Baker said to him the night he was interrogated and subsequently confessed. Collins explains – with too much pleasure – that Baker claimed to have found Parker half-dead in the alley and that Parker told him, before dying, that he "shot himself". Agent Sands asks if they ever found a gun on Baker when he was arrested; Collins replies that they did not. Collins goes on explaining that Baker was spotted by two patrolmen, who then chased him for a few blocks, and when he was arrested, there was no gun – they deduced that he dumped it in the sewers along the way. When Agent Sands asks Detective Collins about Baker's confession, Collins implies that they coerce Baker into admitting to killing Ben Parker. Furious, Agent Sands transforms into his alter ego, the Sandman, and slams Collins into a wall. Agent Madrox, whom the reader can now deduce is none other than Peter Parker/Spider-Man in disguise, tries to calm the Sandman down. Collins, who struggles to breath, tells the Sandman that killing him will not save his father as he is scheduled to be executed in two days. As the Sandman mulls over the impending death of his father, he starts to change his appearance; and so does Agent Madrox, who transforms into Spider-Man, both as a result of Spidey’s holographic-projection device losing power. At that point, Collins starts to yell for help. The Sandman shuts him up with his "sand-hand", prompting Spidey to punch him so he'll release Collins. The Sandman uses his amazing powers to trap Spidey's hand within his sand particle structure, just as a half-dozen guards burst into the room, their weapons drawn. Seeing as they are surrounded, the Sandman releases Spidey, who then proceeds to web the guards up. The Sandman then blasts a hole through a wall – there are no windows for them to escape through – and he and Spidey take their leave.

ACT 3: Elsewhere, Flash Thompson and Betty Brant are having dinner. Their conversation turns to Midtown High Nurse Arrow, whom Betty believes "has the hots" for Flash. Flash admits to Betty that he did ask her out a couple times; however, she turned him down. Betty comments that some girls like to be pursued, prompting Flash to ask what she likes. Betty stands up, tells Flash that she is going to the bathroom and that when she comes back, they can order dinner and see where it goes from there.

ACT 4: On a rooftop somewhere, Spider-Man and the Sandman are reassessing their current situation. Spidey is not pleased that the Sandman roughed up Detective Collins back at the precinct and makes it known to him. The Sandman pleads innocence and argues that Collins deserved to be treated like that after what he and the other cops did to his dad. As they continue arguing, the Sandman makes the mistake of mentioning Uncle Ben's name. Infuriated to hear him utter his uncle's name, Spidey tells the Sandman to never mention his name again or else. The Sandman backs off and tells Spidey that if he wants to leave, then he can go; after all, it's his problem, not Spidey's. Spidey replies that he still does intend to help him; however, he does know how much help he will be, because he is not a detective. All he knows is that there have been two Uncle Bens in his life: one that showed up a few months back and then suddenly vanished and the other has been in the same place since he died, which is the Forest Hills cemetery. The Sandman asks if he is certain of that and Spidey suggests they take the next train to the cemetery to confirm it.

ACT 5: In the women's bathroom of the aforementioned restaurant, Betty Brant suddenly comes under attack by hundreds of spiders that start to come out of the toilet she is sitting on. She storms out of there, screaming at the top of her lungs. Obviously, her screams do not go unnoticed by the patrons of the restaurant, who are all wondering what is going on. Exiting the bathroom, Betty runs into Flash, who heard her scream and rushed over to help, and the restaurant manager, who wants to know what is wrong. Betty explains what happened, and the three of them go into the women's bathroom to further investigate. Unfortunately for Betty, her story does not hold up, as all the spiders are gone. While Betty argues that she is not crazy and that there were spiders in there just minutes earlier, the manager makes the discovery of a crack-cocaine kit, whose ownership he attributes to Betty and surmises that she must have been hallucinating from the drugs. Betty categorically denies that the kit is hers but the manager could care less. He tells Betty (and Flash) that if they leave quietly, without any word, he will no press any charges. As Betty leaves, accompanied by Flash, Nurse Arrow is revealed to be hidden in another stall.

ACT 6: As they march through the Forest Hills cemetery grounds, the Sandman tells Spidey that he read somewhere that his uncle meant a lot to him. Spidey replies that he is not thrilled that everybody knows every thing about him, prompting the Sandman to comment that the lack of privacy tends to make one angry, because everyone is watching and judging you. Spidey responds that he agrees with what the Sandman is saying and goes on explaining that before he unmasked, people might have hated him as Spider-Man, but he always had his alter ego, Peter Parker, to fall back on. Now, however, things are different. He has no place to hide, neither physically nor emotionally, and it is getting to him. The Sandman tells Spidey that, after a few years, it gets to one’s self even more. Just then, they arrive at Uncle Ben's tombstone. Spidey kneels down and tells the Sandman that it was pointless to come there. As he says that, he notices that some of the blades of grass beneath him appear to be faintly singed, as if something was burned there a while back. Suddenly, his spider-sense kicks in, warning him that something he is sensing just then and there could be important. The Sandman comments that he was not aware that Spidey could use his spider-sense like that. Spidey replies that it used to be the case, until he died and came back to life. Taken aback by Spidey’s response, the Sandman jokingly comments that he must have been hit on the head over the past few weeks. The twosome make their way to a nearby parked minivan and when Spidey opens its back door, they are surprised to find the beer-drinking guy from the start of the issue, wearing Spider-Man 2211's helmet. Recognizing the helmet, Spidey asks the guy where he got it. The man, named Dennis, replies that he took it from Spider-Man from the year 2211 a few months earlier. The Sandman thinks Dennis is lying but Spidey explains that he is not, as he too met Spider-Man 2211, around the same time as the other Ben Parker showed up. Spidey then asks Dennis how he got the helmet from Spidey-2211. Dennis explains that he never technically met him and that he took it off him after a white-haired man shot him four times in the chest and he subsequently vanished. Morphing his face into that of Uncle Ben's, the Sandman asks Dennis if the white-haired man he is referring to looked like that. Dennis replies that he did and he is certain about it. Perplexed, Spidey asks Dennis how he knew the other Spider-Man came from the year 2211 if he never met him. Dennis explains that he heard the old man call him that after he shot him. Confused, the Sandman raises a few questions; for instance, how did "Uncle Ben" know that this other Spider-Man was from the year 2211 and how could Ben Parker be alive when he was found dead in an alley. The Sandman wonders if Ben Parker went back to the alley and got killed there. Spidey does not know the answers to his questions but decides to put the helmet on to see if there is some sort of recording device. As he puts it on, the helmet starts to "talk" to him. The helmet identifies him as possessing arachno-DNA and asks for his instructions. Spidey tells the helmet to show him the last visual recordings made by the previous arachno-wearer. As it does so, it shows Uncle Ben, a gun in his hand. Flabbergasted, Spidey asks the helmet if this "Uncle Ben" is still alive and, upon scanning a two-hundred mile radius for life sign match, the helmet tells Spidey that the target has been verified and asks if he wants to be led to the subject. "You bet your affirmative butt I do" is Spider-Man’s answer.

To be continued.