A couple with the names of Jeff and Melissa enter a dark alley after a fun night out. Melissa feels like they shouldn’t be there, after all that’s been happening. Jeff makes her feel safe and they prepare to kiss. Suddenly, Jeff is drawn away from Melissa and pulled into a sewer! Melissa can’t believe what’s happening and screams for help.
The next day, the news stands in all the local newspaper. Peter Parker and Betty Brant have written the story for the Daily Bugle. Jameson is content about it and tells them to dig further and is even willing to give them a bonus if they can tie Spider-Man into it and leaves the room. Robbie knows that he doesn’t have to give Peter and Betty the “ignore Jonah” speech, and the two reporters move over to action, hoping that they can clear the story up before the city gets out of control.
A few minutes later, Peter and Betty go out of the Bugle building, followed by Jameson who wants to investigate the story by himself. A few city blocks further, Jameson is alone and gets stopped by a long, black limo. In the limo sits Senator Ward, and he wants to talk to Jameson about the monster in the sewer.
Meanwhile, Peter and Betty walk the streets in search of clues. They talk about their messy love lives, with Mary Jane away on her model career so much and the problems Betty has with Flash. Suddenly, Peter’s Spidey-sense goes off. He tries to cover it by telling Betty to split up, but she doesn’t understand. Peter gets knocked down from behind and Betty gets drawn into a sewer.
A few hours later, at the X-Mansion, the X-Men read about the news. The big conclusion now is that mutants are involved, more specifically the ones that live in the sewers. Marrow fears that a riot will come and destroy the tunnels. And she wants to prevent that from happening. Storm and the other X-Men understand Marrow’s reasons, but won’t let her go, recalling what happened to the last time Marrow went in the tunnels, and that she and Archangel almost got killed by Abomination. Marrow can’t believe it and gets angry.
Meanwhile, an injured Peter wakes up in a hospital and immediately wants to go after Betty. His friends and family hold him, and Mary Jane remembers Peter that he isn’t Spider-Man anymore and wants someone else to handle it. Peter agrees. An angry Flash enters the room and blames Peter for Betty’s disappearance, and can’t believe that he actually thought he could be friends with a “wimp” like Peter. Jameson enters too and feels sorry about Betty’s loss. She was like a daughter to him. Jonah orders Peter to get away from the story and get some rest, and leaves.
Later that night, Peter sneaks unnoticed away from both Aunt May and Mary Jane. He feels sorry about keeping his identity a secret from them both, but wants to stop the kidnapping. At the X-Mansion, Marrow doesn’t want to directly disobey Storm’s commands, but doesn’t want to see her people dead either and quietly leaves.
Downtown, a riot has broken loose and the mob wants to enter the sewers. Cops try to hold them but have the hardest time. Things get out of hand and someone tries to hit a cop with a baseball bat. Marrow destroys the bat with one of her bones and tells the humans that they won’t enter the tunnels. Not alive, that is. The humans recognize Marrow as a mutant and attack her. Spider-Man shows up and stops the mob by trapping them in his webs. He also traps Marrow inside. Officer Burns thanks Spidey for the help, but can understand the people’s reactions, as they are only human.
Marrow breaks free from the webs and agrees with the “only human” statement. Therefore, she’ll go into the tunnels alone and kill the monster that lives in it, no matter if it’s human or otherwise. Spidey won’t allow it and tries to talk Marrow out of it, but she doesn’t even listen to him. Spidey and Marrow recognize each other from the last time they met. Marrow thinks that she should have killed Spidey the first time she saw him, and warns that she won’t make that mistake twice. She jumps into the sewers and Spidey follows her, unnoticed by him followed by Flash Thompson, who promises to cover his back.
In the tunnels, Marrow catches her mentor, Callisto’s, scent, realizing that she was there recently. Spidey enters and jokes about it, but Marrow kicks him in the stomach and tells him not to. They argue about how best to handle this thing, and a scream is heard. They follow the sound of it and enter a gigantic place where Marrow has never been before in her life, despite the fact that she grew up in these parts of the long tunnel. While Spider-Man rescues the bonded humans, Marrow tends to the captured Callisto. Callisto explains that she wanted to unravel what was going on, but was trapped instead.
Suddenly, vampires appear and transform into the villain who introduces himself as Hunger! Spidey jokes that he’s dealing with the vampire Dracula. A confused Hunger feels great power within Spidey, and can’t wait to fully understand the world into which he has been reborn into. But he realizes that are questions for later, as he’ll deal with his enemies first. Spidey and Marrow fight him. Hunger notices his “food” trying to escape and uses his powers to grab Betty. Flash jumps in, in an attempt to rescue Betty, but Hunger slashes him with his claws and Flash falls down. He drops Betty and points his attention back to Spidey and Marrow.
Hunger grabs Marrow by her throat, and she tells Spidey to use one of her bones to stab it through Hunger’s heart, since that’s the way to kill a vampire. Spidey at first agrees to do that, but then hesitates and refuses to take a life, even if it’s one of a vampire. Spidey quickly punches Hunger a few times, and believes that something doesn’t fit about Hunger’s profile, despite what he said. Spidey uses a hard punch to finish the battle.
Hunger doesn’t understand how he can be defeated. He realizes that he has much to learn about the world he has been born into. Much he has to learn of the likes of Spidey and Marrow. Much he must learn of himself. He promises Spider-Man that there will be another day, and other feasts. Bats surround Hunger, and he teleports away, high into the sky.
Marrow doesn’t understand much of what just happened, including the reason why Flash would want to sacrifice his life for another human. Spidey says that’s simple: because Flash is human. He picks up the injured Flash and walks away with Betty, leaving Marrow the message that she has a great deal to learn about them “upworlders” – a real lot!
Elsewhere, Senator Ward takes a mysterious phone call. He learns that “they” failed and finds that excellent. He orders to apprehend and contain Hunger – again – since he is useful to them. Ward mentions that the Bugle story has been killed, and so the plan continues.