Sandman has sought and received Spider-Man's grudging aid in saving his father's life. Finding a dead end in the police files, they traveled to Forest Hills cemetery to visit Uncle Ben's grave, just in case some serious zombie action was the answer to the mystery of the multiple Bens. The grave itself is undisturbed (although Peter remains disturbed by the mystery) and then the two of them encounter a troubled young man named Dennis. Dennis tells a horrific story that basically recaps the end of Friendly Neighborhood Spider-Man #10, which depicted an apparently murderous Uncle Ben blowing away a future version of Spider-Man...a sequence many readers found disturbing.

Curiously enough, most readers were not disturbed by Uncle Ben’s awareness that the future Spider-Man was from the year 2211…which they should have found disturbing, because Ben Parker could not possibly have known that. Fortunately, Spider-Man figured that out in no time flat because, well, he is smarter than most of the readers. Also fortunately, Dennis copped the helmet of Spider-Man 2211. The helmet promptly bonded with our Spider-Man, and is now in the process of leading our heroes directly to the murderer who may hold the key to freeing Sandman’s father.

Meanwhile, Peter's old friends, Flash Thompson and Betty Brant, went on a date that ended disastrously with Betty getting attacked by a thousand spiders climbing out of the restaurant commode. Only to discover, upon returning, that they had all vanished, leaving behind disturbing evidence that made Betty look like a hallucinating drug addict. Oh, one more thing – Aunt May is in the hospital after being shot by an assassin in Amazing Spider-Man #538.

ACT 1: The story opens with a flashback to a few months earlier. The setting is Midtown High School. Peter Parker, as Spider-Man, has just ridded the school of not one but three different Mysterios. One of the three masters of illusion had planned to turn the school into some kind of haunted house in order to lure Peter out for a final confrontation so Peter had to transform into his alter ego to thwart his evil scheme. In the midst of the conflict that arose during that time, Roger Harrington, the school principal, was told by Peter/Spidey to hide in a closet and to stay in there until there was no more danger. The danger passed; however, Peter forgot all about Roger and left him in there. Roger, none the wiser, did as he was told and remained in the closet. After what seems like an eternity, Roger is finally found by the school janitor. But there is more than meets the eye when it comes to the janitor. In fact, before Roger can even make it out of the closet, the janitor breaks his mop in half on his knee and stabs Roger dead. Then, the janitor licks the blood off the broken mop handle, citing that things are about to change for the better. Then, he takes off, showing no remorse for the late Roger.

ACT 2: In present time, Spider-Man, the Sandman, and their unlikely ally Dennis, a trouble youth, are following the directions provided to them by the helmet of the Spider-Man from the year 2211. Along the way, they argue about all kinds of things, which ends up almost costing them their lives, when Dennis drives down a one-way street.

ACT 3: Meanwhile, at Ryker's Island Penitentiary, Floyd Baker, Sandman’s father, is paid a visit by the prison warden, who informs him that his sentence has been moved up to that night at midnight because Spider-Man and his son have teamed up to try and break him out. Baker is perplexed, especially since he has not seen his son since he was a kid. The warden tells Baker that his son is the criminal known as the Sandman and from Baker's reaction, it is somewhat apparent that he was not aware of that.

ACT 4: Having been kicked out of the restaurant they were frequenting because of the whole "spiders-in-the-bathroom" incident – as described above – Flash Thompson resolves to driving Betty Brant home. Along the way, Flash barely says a word to Betty, so Betty asks why he is mad at her. Flash explains that he is pissed off because of what happened back at the restaurant, prompting Betty to suggest that Nurse Arrow was behind the whole thing, despite having zero evidence of her presence at the restaurant. Flash refuses to believe that Nurse Arrow would have anything to do with what happened but Betty is positive that the school nurse does not want them dating each other. As she says that, she looks out the car window and sees Nurse Arrow waving at her from the sidewalk. Betty screams at Flash to stop the car and to take a look over where she saw Nurse Arrow standing. But, in so doing, she accidentally causes Flash to rear-end none other than a police cruiser. Within seconds, the two officers exit their vehicle, weapons drawn, and they tell Flash and Betty to keep their hands where they can see them. Freaking out, Betty gets out of the car and points toward where she saw Nurse Arrow, and she tells the officers that it was her fault. Unfortunately for poor ol' Betty, Nurse Arrow is long gone, having escaped through the sewer by transforming herself into thousands of small spiders. Betty is handcuffed and even her Daily Bugle credentials are of no help to her at that point.

ACT 5: The helmet of the Spider-Man of the year 2211 directs today’s Spider-Man, the Sandman, and Dennis to Midtown High, where the fake Uncle Ben is presumably located. Leaving Dennis behind to look after the van, Spidey and the Sandman make their way inside the building. As they wander the school corridors, the Sandman tells Spidey that he can hear voices up ahead, a man and a woman. Spidey replies that he is having a hard time hearing anything with the helmet on, so he asks the helmet's onboard computer to tell him how much further they have to go and how many people there are. The onboard computer tells Spidey that the registered target is up ahead plus multiple life forms, most specifically eleven thousand two hundred and nine. Totally taken aback, Spidey lets out a bit of a scream, which alerts the target of their presence. Up ahead, a door is kicked open and Roger Harrington, the school principal, appears – armed with a rifle. Spidey is confused and proceeds to ask the onboard computer if Roger is the target. The onboard computer responds in the affirmative. Desperately seeking answers and having come a long way to get them, the Sandman attacks Roger and traps him inside his sand particle matrix. Confused as to what the heck is going on, Spidey tells the Sandman to calm down, as he feels that the helmet must have gone haywire because it said that there were more than eleven thousand guys in the office with Roger and that is obviously not the case, seeing as the office is empty (small spiders are seen crawling into a vent and disappearing however). The Sandman tells Spidey that he wants answers then and there, because time is of the essence. Spidey gives the Sandman one last chance to release Roger but before the Sandman can even do that, his sand particle matrix explodes and a Sandman doppelganger emerges from the rubble. As Spidey tries to make sense of this sudden duplicative appearance, the Sandman doppelganger transforms into Spider-Man of the year 2211 and sends today's Spider-Man crashing to the ground. The Spider-Man-2211 doppelganger then grabs hold of Spidey's helmet and throws it out the window; it lands a few feet from the van occupied by Dennis, who waits patiently for Spidey and the Sandman to return. Back inside the school, the doppelganger transforms back into Roger, the school principal, and taunts Spidey to attack him. Spidey tries to snare "Roger" with his web but "Roger" eludes his attack and taunts Spidey to try and figure out his identity. Analyzing what he knows so far, Spidey guesses that he must be the Chameleon from the year 2211. The impostor responds in the affirmative and explains that he escaped from confinement along with the Hobgoblin of the year 2211. As he says that, he transforms into Uncle Ben.

ACT 6: As Floyd Baker is being escorted to the execution room of Ryker's Island Penitentiary (continuously claiming his innocence along the way), Spidey asks Chameleon-2211 where the real Roger Harrington is being held, if he is still alive. Chameleon-2211 responds that he killed him after the whole Mysterio business (as described in ACT 1), prompting Spidey to ask how he duplicates people. Chameleon-2211 explains that he ingests his victim's DNA and that killing them is just the easiest way to go about it. Spidey proceeds to ask Chameleon-2211 why he framed Floyd Baker but Chameleon-2211 responds that he has absolutely no idea who that person is. Furious, the Sandman tells Chameleon-2211 that Floyd Baker is his father and that he is facing death because the police think he killed him (i.e. Uncle Ben, which is whom he is transformed in at that moment). Before the Sandman can get to riled up, Spidey intervenes and explains to the Sandman that it was his Uncle Ben from another timeline that died in the alley. Then, in a series of flashbacks narrated by Spidey, it is explained how Uncle Ben from the year 2211 encountered Chameleon-2211 in an alleyway and when Chameleon-2211 failed to convince Uncle Ben-2211 to use a gun on others or maybe even himself, he picked said gun and shot Uncle Ben-2211 dead. It is also explained how Chameleon-2211 sampled Uncle Ben-2211's blood and changed his shape, leaving the real Uncle-Ben-2211 to die, with Floyd Baker, the wrong man passing by at the wrong time, the only one to hear his dying words ("I killed myself") and – of course – misunderstanding them.

ACT 7: Back in real time, Chameleon-2211 tells Spidey that he does not disappoint with his intellect, prompting Spidey to question how he could have done such a thing and what kind of person he is. Chameleon-2211 answers that he is not a person and starts to transform into some kind of giant demonic lizard-like creature. As Spidey and the Sandman engage into battle with Chameleon-2211, Dennis – wearing Spider-Man-2211's helmet – races through the school corridors in search of Spidey and the Sandman, while at Ryker's Island Penitentiary, Floyd Baker is strapped into the electric chair. Dennis reaches Spidey and the Sandman and proceeds to throw the helmet toward Spidey. Spidey snags the helmet with a webline and forces it on top of Chameleon's grotesque head. He then orders the helmet to "administer poetic justice". The helmet starts to glow.

ACT 8: At Ryker's Island Penitentiary, an electrical current totaling thousands of volts passes through Floyd Baker's body...or does it? When one of the guards removes the head cap through which electricity passes, he is shocked to discover that the deceased man beneath the cap is not Floyd Baker. The man is in fact the Chameleon from the year 2211. His head is comprised of the Sandman's, Uncle Ben's and Roger the school principal. The guard is totally oblivious as to whom that man is.

ACT 9: Having switched place with Chameleon-2211 – thanks to Spider-Man-2211's helmet administering "poetic justice" – Floyd Baker is now a free man. There is an awkward reunion between father and son, then there is Dennis freaking out with excitement at having witnessed the whole thing and all this is being watched by Nurse Arrow, who is hidden in the ventilation shaft, a smirk on her face.

The end...for now.