Mary Jane is out shopping with her Aunt Anna when she decides to call her husband Peter Parker and tell him that they are stopping at the Daily Grind for lunch and tell him when she expects to return home. As the two women plan out the final leg of their shopping spree, they are completely unaware that the mysterious man plotting against Spider-Man is continuing his grand scheme in the building behind them. Meeting Gaunt, his loyal second in command, this mystery man is pleased that Gaunt eliminated Seward Trainer. Decked out in his new cybernetic armor, Gaunt -- aka Mendel Stromm -- is ordered to tie up the remaining loose ends of his master's grand scheme and then he is to kill Ben Reilly right before Peter Parker's eyes.

Meanwhile, at the Daily Bugle, J. Jonah Jameson is furious to learn that there is an emergency board meeting scheduled for that evening, on Halloween of all nights. As he complains, Joe Robertson points out that the Daily Bugle has been under a lot of financial strains recently and that is likely going to be the topic of conversation. Fed up, Jonah rushes to the elevators to try and get to the upper floors to discuss the situation with the board of directors only to discover that the elevators are undergoing maintenance, angering him even more. While at Peter Parker's home in Forest Hills, Ben Reilly assists him in finding his mobile device so he can keep in touch with Mary Jane while they are out. As they walk the neighborhood, Ben once again expresses his excitement of being an uncle, as Peter and Mary Jane's baby is due to be born soon. They also notice the repair efforts being undergone in the area following Onslaught's attack on Manhattan. This reminds them how the Fantastic Four and the Avengers sacrificed their lives to stop Onslaught and how the city needs heroes right now. That's when Peter suggests that maybe it is time for there to be two Spider-Men. Ben reminds Peter that he has a responsibility to his wife and unborn child and reminds him that Peter's powers are not back to their full strength and cut out on occasion. Peter, however, shows Ben that he is at the top of his game by leaping up into a nearby tree and swings between the branches. Ben is convinced but tells Peter to cut it out before someone sees him. While at Manhattan's 28th Precinct, Aruthr Stacy pays a visit to Detective Connor Trevane to discuss a common interest: Spider-Man.

While in Hoboken, Flash Thompson receives a letter by registered courier. It turns out to be an invitation to a Halloween party being thrown at the Daily Bugle. Although the invitation is anonymous, Flash thinks this is a perfect opportunity for him redeem himself in the eyes of Betty Brant. At that same moment, Betty Brant is opening her own invitation, however, hers isn't entirely anonymous, as it is signed by someone calling themselves "O", unfortunately, she has no idea who it could be. Back in Queens, Peter finally manages to convince Ben that his powers are back up to full speed when suddenly both of their spider-senses goes off. They leap into the ruins of a nearby school and find some children playing in the rubble. As they are trying to get the kids to safety, the pair is suddenly ambushed by Gaunt. In the ensuing confusion, Ben manages to slip away and changes into Spider-Man. As the wall-crawler distracts Gaunt, Peter leads the children to safety.

In Manhattan, Mary Jane and her Aunt Anna are sitting down to lunch at the Daily Grind. When Mary Jane orders the gumbo, the waitress goes into the kitchen to prepare the meal. When nobody is looking, the waitress then slips a drug into the soup with a sly grin on her face. Back in Queens, Spider-Man continues to fight his foe and learns that it is Gaunt, the man who ran Multivex and forced Seward Trainer to work with him. This distracted thought allows Gaunt to finally strike the web-slinger. The battle then causes a collapse elsewhere trapping Peter and the children. As Parker tri

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