Chen, standing and scouting the school on a nearby rooftop, thinks they are in deep trouble. He reports to Silver Sable that the media are all over the school, and is uncertain how they are supposed to find Spider-Man now. Sitting in their van, Powell and Quentino ask themselves the very same question. Sable watches the news, and hears the principal of the school, suggesting that they’ll hold a parent meeting on how to properly deal with the situation. Sable admits she isn’t sure how to act yet, but is thinking about it.
At school, police officers hold a random bag check and hold Peter, wanting to see his bag. Peter is shocked, afraid they’ll find his Spider-Man costume inside. The officer asks Peter if there’s something Peter wants to report, and starts opening the bag. On that very moment, a fake Spider-Man rushes into the school, claiming he is the real one and will answer any questions asked. But first, since he can’t wait any longer, he wants to reveal his true identity to the world. He takes off his mask, and reveals himself to be… Mark Raxton! Mark smiles that he also plays guitar at the at this point unsigned band, Molten Man, and that they will be playing at the Romita Friday night.
As the police officers go hold Raxton down, Peter decides to take advantage of the situation and runs away, outside. He jumps to the roof, but notices a helicopter flying over, suspecting those are the people who kidnapped Flash and are looking for him. He realizes he can’t be there right now. Peter runs to a back alley, where he starts think things over. He fears that he’s finally done now. Harry is gone and Gwen is dead. The school is under siege and his classmates end up kidnapped because of him. He can’t believe how stupid he is, bringing a bag full of costume to the school. He starts thinking about Aunt May, feeling lucky she isn’t dead yet. He thinks it’s time he stops being a baby and to bite the bullet.
He goes to May’s office. She freaks out when she sees her nephew, wanting to know why he isn’t at school, suspecting he got kicked out. Peter remains silent, handing over his school bag to May, who’s unsure what to do about it. Hesitant, Peter speaks out Spider-Man’s name. Peter explains about the situation with Flash, how he got kidnapped at his school grounds because of Spider-Man being a student there. Peter tells her the trail leads towards him.
May thinks about it for a while, mentioning she was wondering when they were going to talk about Spider-Man. May calls Spider-Man a horrible person, and a coward as well because he wears a mask. The one moment, he’s helping people, the next he’s hurting them. Thinking about Spider-Man makes May’s skin crawl. She tells Peter that she has a therapist she goes to talk to, every week once during lunch.
Peter didn’t even know his aunt went to a therapist. May defends that, after the death of Ben, Gwen and the whole situation with Gwen’s father, it got a little too much for her sometimes. And she thinks it’s getting to Peter as well. May explains to Peter that, even before this day, she knows he has been cutting class reluctantly. She has been cutting him some slack because she knows he is only trying to find his place into the world, but also thinks Peter is having an anxiety attack.
May admits that, if she knew about the whole Flash thing, she would have yanked Peter out of school herself, because he isn’t going to learn anything there today. But she wants Peter to know that Spider-Man isn’t part of their lives and won’t hurt him. She wants Peter to promise her he’ll think about visiting her therapist. He promises he’ll think about it.
Later, at home, Peter calls to Kitty and tells her what happened, with Flash and his aunt. Kitty believes it’s for the best Peter chickened out and that it’s not the right time yet to tell her about his identity as Spider-Man. Peter isn’t sure what a good time would be to tell his aunt about that: when a SWAT team breaks in and arrests him?
Kitty jokes that she doesn’t see a reason why SWAT would be arresting him. Peter doesn’t see one either, he’s just saying. Kitty tells Peter he’ll know it for himself when it’s the right time to tell her. Peter laughs at that. Kitty explains that she didn’t tell her mother she was a mutant for like a whole year. And she told her mom this fact by accidentally phasing through the ceiling. And her mom lived through it all, and is dealing with it.
Peter is angry that his aunt hates Spider-Man. She’s his whole family and she hates him. Kitty is confident she’ll change her mind once she knows who Spider-Man is. Peter dislikes this entire situation. He believes he should just tell her and get it over with. Kitty thinks that the right time for Peter to tell his aunt he is Spider-Man is when he saves the entire planet from a giant Earth-eating creature, and that everyone will love him when that happens. Peter thinks he should just throw his costume into the garbage, but he realizes he tried that once and that it didn’t work out. Kitty thinks that Peter should just take the fight to his enemies.
At the Xavier Institute, Iceman enters Kitty’s room without knocking. He tries to fake it was an accident, causing Kitty to get upset. She tosses Bobby out. Peter asks Kitty what she means with “take the fight to them.” Kitty believes that Peter has to go look for the kidnappers, thinking it can’t be too hard since they are looking for him. Peter remembers that, joking, he almost glazed over the fact that someone is trying to kidnap him. Kitty asks Peter if he knows anyone who can help him find the kidnappers. She hears Bobby still eavesdropping on her door. She phases one arm through it, and punches Bobby into his face! Peter starts thinking about Kitty’s suggestion.
At Flash’s home, he and his father receive a visit from an agent, who explains to them they can earn a hundred thousand dollars if Flash tells his kidnapping story again. Flash thinks it’s a lot of money, but his dad is disappointed, as he thought he would make a million dollars out of it. The agent tries to explain to Flash’s father that he’s thinking about movies: this is TV. And he suggests that he’d better grab what he can, because it will all be yesterday’s news pretty soon. Flash tries to convince his dad to take the money, but he tells Flash to shut up, as the grown-ups are talking. Flash angrily leaves, mocking that ten thousand dollars is still a lot more than his dad earns.
Flash goes to his room, where… Spider-Man is waiting for him! Flash is about to scream, but Spidey sticks some webbing onto his mouth. He apologizes for the kidnapping, but wants to know everything Flash saw and where the kidnapper’s base was (after the webbing dissolves, of course).
Later that night, Peter makes it to the warehouse, where Silver Sable and her team were holding Flash. He wonders what he could have possibly done wrong for people wanting to kidnap him. But he remembers Kitty’s suggestion, hoping that he and the kidnappers could maybe talk about the whole thing. Suddenly, Spidey’s spider-sense goes off wild! He turns around, and just in time grabs a spear that was about to hit him! Chen steps out of the shadows, depressed that he missed. He takes out a gun, but Spidey quickly reacts and kicks him down.
Quentino jumps in action but, thanks to his spider-powers, Spider-Man is able to dodge all of her moves. He kicks her against a wall, and throws some webbing at Quentino, trapping her inside it. He throws Chen in the webbing as well. Powell attacks as well, but Spidey has no trouble dealing with him and throws him in the big web as well. Spidey jokes he found more of a challenge when he fought Kraven the Hunter. Silver Sable steps out of the shadows, explaining that someone hired them just so he could talk to Spidey and that they aren’t trying to hurt him. Spidey calls them all idiots, and traps Sable into some webs as well.
Peter angrily shouts at them that they all suck, except for Silver Sable whom he gives credits for the original hairstyle. But he thinks they are better equipped to fight someone in the lines of Ant-Man. He takes out his cell, joking he’ll call the police himself and that they will have to sit in a cell next to Omega Red for the rest of their lives. Silver Sable again tries to explain that they are just trying to get Spidey to talk to their boss, and are not trying to hurt him in any way. Peter asks if Silver’s boss could possibly be Kelly Ripa. Sable denies that and Peter jokes he isn’t interested then. Suddenly, his spider-sense goes off again.
Spidey picks up Sable mobile phone… which suddenly proves to be a trap, as it provides a massive electrical shock, knocking him out! With Spider-Man down, Quentino wonders aloud what an “Ant Man” is. Sable orders Chen to cut them lose, as she wants to wrap this up by tonight. Chen apologizes, but he left his knife in the van.
Vision is surrounded by very bright lights. Sam wants to know what they are for. Vision reveals that she is simply trying to read every book and every word Earth has to offer. She mentions that she is tuning into every thought and conversation for a hint how they could stop the coming of Gah Lak Tus. Vision is impressed by the human race. They are so new, yet so clever. Their exponential learning curve is like nothing she has ever encountered before.
She asks Sam if he realizes that humanity has made more advances in the last five decades than in the previous five billions years combined. Vision finds that incredible. She admits it was wise of the humans to keep the threat of Gah Lak Tus a secret, and instead only told those with the skills and personality to help them. Vision likes these people. Their compassion is enormous. For all their intelligence, they have yet to forget what they are fighting for.
At the Baxter Building, Reed Richards and Susan Storm are trying to find a solution with the rest of the intelligent Think Tank members.
Vision can see pride swallowed, axes buried, hope and strength that’s almost beyond measure.
Beneath the Triskelion, Quicksilver and the Scarlet Witch are talking to their “father” Magneto. Elsewhere, Captain America is in a church, praying things will end well.
Vision can see everything, and understand why the humans would do anything to preserve themselves. She can see mankind’s music and art, literature and laughter. She can see their kindness, their beauty, and all of their secret passions.
At the Xavier Institute, Jean walks over to Wolverine and wonders how he can meditate at a time like this. Logan explains that’s because he isn’t afraid to die. In fact, God’s honest truth, he thinks it has been a long time coming. He asks Jean if she came down there for anything in particular. Jean explains she was just thinking. She believes that, if these dreams she has been having are correct, if all these visions of total extinction are completely on the money, she doesn’t want to die wishing there was something she’d said to the people who... really matter.
Logan stops Jean, not wanting her to say another word. Jean doesn’t know what he is talking about. Logan just doesn’t want Jean to say anything she’ll regret later.
Vision records it all, glad she can see everything…