Aunt May’s mother lies sick and asleep in a hospital bed. The doctor apologizes, but it’s hopeless. She’s dying. She’d be dead already if it weren’t for the respirators hanging on her body. There’s just no… hope.
Watching over her are May herself and Ben. Ben feels terribly sorry that his mother-in-law who has to go. May calms Ben that it’s alright. She and mom discussed this years ago. She told her that if the day ever came, she didn’t want to live like this. May cries a little, but gets her courage together and asks the doctor if she has to sign anything. The doctor hands her over the releases. She starts filling it in, but Ben tells her she doesn’t have to do this.
May believes otherwise. She tells him that sometimes, life is about facing the things people don’t want to face. Besides, her mom was never afraid of death. And May isn’t either. In fact, she adds, when the time comes, she wants Ben to promise he’ll do the same for her. Ben jokes that May will probably outlive him. May is stubborn to hear the promise. Ben gives in and promises he’ll do it. May thanks him and tells the doctor it’s time to let her mother go.
The doctor pulls out the plug, and no life signs of May’s mom are left. Ben asks for a confirmation, and May thinks she’s really gone now. But on that very moment, May’s mom angrily gets up again and grabs her daughter by her throat! She shouts that May knows nothing about death! She calls her an evil child and doesn’t know how she dares to kill her own mother like this. She gave May her life and she takes her without a whimper. May’s mom knows that you don’t give in to death but get angry and fight instead! She shouts at May to fight, and in her eyes, May sees the picture of a death’s skull and half of a Spider-Man mask.
May wakes up in her bed at Avengers Tower, gasping for breath. She calms down a bit and gets up, heading towards the window. She looks out of it and panics at what she sees: the entire city is under attack!
She wonders if Ben sees this. She almost knows it for sure that Peter’s out there, trying to help people in need out. She doesn’t know for sure but thinks she’s terrified of Peter risking his life like that. She remembers that Peter is fighting in Ben’s name. Peter is fighting out of guilt because of what happened to Ben. May walks out of the room, thinking that it’s bad enough that Ben never lets go of her and doesn’t have to rob his nephew’s freedom away like this. May stumbles through the halls and hears Peter and Mary Jane arguing.
Peter can’t believe MJ let him sleep through this, but MJ thought that the other Avengers could handle it and didn’t wake Peter because he was sleeping so deeply. Peter thinks MJ doesn’t get to make that call, but MJ defends she can, because she’s his wife. Peter bumps into May, not having seen her, wondering what she’s doing up this late. May doesn’t know how a body is supposed to sleep at a time like this and wants to know what’s going on. Peter claims its nothing and tells his aunt to go back to bed. May refuses to be treated like a child, and angrily shouts at May to do as he says.
May hesitates, but notices something wrong with Peter and wants to know what it is. Peter puts on his mask and claims its nothing. He asks May to trust him just this once and do as told. He jumps on the ceiling and crawls outside, ready for action. MJ doesn’t know what to do, but May looks at her in an awkward way. May doesn’t know if she can trust Peter, with him having said that without understanding the irony of it. He lied to her about his true identity for so long and now she’s supposed to trust him. May takes off, amazed at how Peter can seem to move so fast and dodge bullets and all that, but couldn’t avoid her in the hallways. And she’s considerably slower than a bullet.
May walks over to the kitchen and starts cooking an egg. She’s surprised to find it empty but thinks that even Jarvis needs to sleep sometime. She remembers that she has to talk to Ben about Jarvis. May talks to herself that Jarvis is a good man, and sees Ben’s ghost form sitting in front of her at the table. She thinks that Jarvis is even heroic in some way and she likes him very much. And it’s been so long since she liked someone since Ben. Unless you count Dr. Otto Octavius, of course. She admits she still doesn’t know what she was thinking back then. She hopes that Ben isn’t going to hold that against her. But, she is hesitant to say, Jarvis is…
Suddenly, someone cuts in wanting to know what May was going to say about Jarvis. May scares a bit, finding someone else sitting in front of her. The costumed person apologizes for it. May wants to know who the guy is, and he introduces himself as Tommy, claiming to be a reserve Avenger. May doesn’t know what that means. Tommy explains that on a night like this and things get out of control, the Avengers call in a reservist like him to keep an eye on the base. May thinks that’s a wise thing, and asks Tommy what’s going on.
Tommy reveals that it’s the machines who are out of control. A large number of machines like cars, computers and everything with a data chip build inside. He thinks it had to happen sooner or later, the machines targeting everybody. Tommy thinks that nobody is safe, and uses his helmet to get a close-up on May, analyzing her threat level, without her noticing it.
Outside, Spider-Man jumps off the balcony but loses his balance and lands in a dumpster. A voice jokes that people say any landing you can walk away from is a good landing, but he thinks Peter has proven he is the exception of that rule. Peter is surprised to see… Morlun! He thought he was dead. Morlun corrects that one of “his people” is dead. He could know of course, but claims that Peter’s deterioration is of no interest to him. He’s got personal reasons. He starts walking away to a wall wanting to face Spider-Man another time. Peter refuses to wait and wants to fight now. Morlun tells Peter to be careful for what he wishes for, especially if it’s something he doesn’t really want. Morlun jumps over the wall. Peter follows and crawls over it, but once on top loses balance again and once again falls down.
He falls surprisingly enough right into Wolverine’s arms! Logan sarcastically bets that dismount impressed the Romanian judges. Peter is surprised to see Logan and wants to know the reason of him being here. Wolverine explains that Cap sent him after Spidey after that killer robot sent him flying and to make sure Peter is okay. Peter didn’t know Logan cared about him. Logan smiles that Spidey doesn’t seem to get the whole “team” thing. Logan wonders what’s wrong with Peter, thinking he doesn’t want to belong to a club that wants to have him as a member.
Peter doesn’t have time for this, thinking he has to go after Morlun. Logan doesn’t even know who that is. Peter tells Logan he must have seen that spooky guy. Logan didn’t, and can even guarantee that they are alone here. Peter panics that he’s hallucinating now. Logan can’t say that. But he wants Peter to do whatever he’s doing back at the Tower. Peter doesn’t think so because the Avengers need him. Logan confirms, but they need Peter alive so he can fight another day. Peter agrees, telling Logan he mustn’t lose sight of that.
Back at the Tower, May wants to know what Tommy’s powers are. Tommy wants May to promise not to laugh once he tells her that. May doesn’t laugh at heroes. And she certainly doesn’t laugh at people she’s going to make peanut butter sandwiches for. Tommy understands. He asks May if she knows Thor being a god and all that. May knows that, as that’s what people say. Tommy claims he’s a god as well, though a rather new one. May can see that, but Tommy thinks she’s doubting him. May is skeptical and wonders who Tommy’s worshippers are.
Tommy triumphantly claims that machines are his worshippers, who are getting smarter by the day. And they created him to worship to, just like humans created their God, or gods even. May corrects that God created people and not the other way around. And she thinks that if Tommy controls machines, he should be outside helping out the others. Tommy would but Captain America asked him here as some sort of a “last resort.” And you can’t argue with Cap.
He continues to say that, the longer he operates, the more machines worship him and the stronger he becomes. The machines ask Tommy what he wants, he tells them and they give it to him. The machines even make offsprings for Tommy and he thinks that’s good. May thinks Tommy is joking. Tommy asks May if she doesn’t believe he’s a god. Tommy doesn’t look omniscient to her. Tommy smiles, taking May’s sandwich, asking her what it felt like when she shut her mother’s life support engine like that. The machine told Tommy it was pretty rough for her. May is speechless for a while. Tommy claims to be merely joking. He heard May mumbling stuff when he walked into the room and figured it out. Tommy tells May that if she wants to talk about it, he’s there for her.
May asks Tommy if he knows how sometimes, people do the right thing but still feel dirty. That’s how May felt that day. Sometimes she dreams about it and her mom starts fighting her. In reality, her mom simply passed away quietly. And May patted herself on the back for her bravery ever since. Tommy doesn’t think May was really brave that day. May confirms she just put up a good show. She put on a mask like her nephew does, to hide away the fear. But she knows something is wrong with him lately and he lies to her, not wanting to tell her what the problem is. May apologizes for talking like this, but Tommy claims it’s all right, as they are all friends here. He would protect May as well if she were his aunt. He asks May who her nephew is.
Spider-Man rushes into the room, and recognizes Tommy as… Tracer! He kicks Tracer away from his aunt. Tracer jokes that he probably doesn’t get any brownies now, but that’s all right, as he just came to the Tower to kill him. The machines told Tracer Spider-Man was hanging out with the Avengers now and he thought he’d give his followers a good run for their money and smack the hero around a bit before he finished the job. May warns Spidey that Tracer claims to be some sort of machine god.
Peter jokes that a god wouldn’t be spending his time robbing banks. Tracer replies that a god would if he were fairly new, like him. And of course also, if he was looking for something to do. Tracer guesses that Spider-Man is May’s lucky nephew. He thinks she’s a nice lady. He was going to kill her, but then he changed his mind because she offered to make him a sandwich. May is surprised to hear that and realizes that Tracer is responsible for all the damage outside. Peter mentions that the cars are out of control and that the computer grids are crashing. It’s all Tracer’s fault! May wants to know why Tracer does this kind of evil things. Tracer smiles, saying he only has one reason: because he can!
Spider-Man angrily attacks Tracer, but he dodges. Tracer mentions that he’s glad Spider-Man is the first hero he ran into, because he thinks all the others are so dull next to him. But first things first. Tracer now knows that Spidey’s aunt is worried about him and wants to know why. He transforms the kitchen floor, and the electrical wires from all the cooking machines rise up and plug into Peter’s arm! They inform Tracer about Spidey’s DNA samples, skin samples, tissue blood and he concludes an analysis. But he’s too surprised to discover the news and thinks Spider-Man must be joking.
Tracer angrily tosses Spidey away from him. He shouts that a guy in Spidey’s condition shouldn’t be fighting him. It makes him feel and look bad. Everyone else of the villains gets Spider-Man in prime condition, so why can’t he? Spider-Man gets up, wanting to know what’s going on. Tracer is the second person to tell him tonight that he’s not good enough to kill. Presuming the first guy wasn’t a hallucination of course. Tracer corrects Spidey that it isn’t because he isn’t good enough, but he still has his pride.
Peter has had enough of people like Tracer and traps him into some webbing. He shouts that, all his life, Peter only tried to be a decent guy, all to make up for one huge mistake. But now he thinks it has been long enough! He thinks it’s time to make a second huge mistake. Peter wonders about committing murder and asks Tracer how he feels about that. But Tracer is already beaten unconscious. Spidey remarks that murder certainly is against the law and he could go to jail for this. But there’s the trial first, which probably takes a few years. So he isn’t worried about that. It’s liberating! After years of feeling like he’s carrying the weight of the world, Peter thinks that now he can simply not care at all anymore!
May panics and shouts at her nephew to stop talking like this, as it isn’t like him. Tracer wakes up, correcting May that it does sound like Spider-Man. Scratch the human and you get an animal. But not him. Tracer thinks he’s not animal enough to kick a man when he’s down. Not even Spider-Man. So he’s going to rein into his worshippers, step off the road to divinity for a while. Spidey can think of it as a gesture of respect. Tracer’s body fades away, and only a robotic body is left.
On that very moment, a gun holding Jarvis and Mary Jane enter the kitchen. Jarvis heard noises and summoned the other Avengers for help. Once calmed down, when he realizes the danger is over, Jarvis jokes that he’s probably going to be the one to clean up the mess. He takes off, thinking it’s enough that at least he doesn’t have to wear spandex. Mary Jane helps Peter up, wanting to take him back to bed. May asks them to wait as she thinks Peter still needs to tell him something.
Peter doesn’t think that it’s something May has to face tonight. May knows that, sometimes, life is about facing things people don’t want to face. She tells Peter he doesn’t need to worry, as she can be brave. Peter takes off his mask, telling May that makes at least one of them.