Flashback to a few months earlier. "Uncle Ben" from another reality just shot and killed Spider-Man from the year 2211. This is witnessed by a kid drinking beer behind a tombstone. He takes the helmut off of the body before it disappears and leaves a burnt body outline in the grass.
In a Manhattan precinct, it seems that a couple of S.H.I.E.L.D. agents, Jamie Madrox and Agent Sands are questioning the officer that arrested Floyd Baker for the murder of a John Doe. He identifies the John Doe from a picture of Peter Parker, Aunt May, and Uncle Ben. He mentions how they managed to get him to confess even though they didn't have any hard evidence. This enrages Agent Sands who turns out to actually be Sandman, son of Floyd Baker. As Madrox tries to stop him from harming the officer, it turns out that Spider-Man's image inducer needs to be recharged. Reenforcements arrive so Sandman busts a hole through the wall to allow them to escape.
Meanwhile Betty Brant and Flash Thompson are having dinner at a fancy restaurant. Flash is trying to reconnect on the good things from his life before his accident. Betty asks Flash about Miss Arrow, the school nurse. She thinks Arrow may have a thing for Flash. Flash doesn't think so. Betty excuses herself to use the restroom. As she sits on the toilet, a bunch of spiders crawl out and all over her. Betty bolts out of the restroom. As a manager and Flash go back in with her, all the spiders are gone. The manager finds some cocaine and assumes it's Betty's. He asks her to leave before he presses charges against her. Hiding in a stall, Miss Arrow looks on with a smile on her face.
Spider-Man and Sandman decide to go to the cemetary to see if Uncle Ben is still buried there. At Ben's gravesite, Spider-Man's spider sense goes off. He tells Sandman that it's not necessarily because of something bad, rather he senses something important. They spot a van parked outside the cemetary. Inside is the young man that took the helmut of Spider-Man from 2211. He tells them how he got it. Spider-Man puts the helmut on and it recognizes his DNA and turns on. Spider-Man asks it to show the last visual recordings from the previous wearer. Spider-Man sees Uncle Ben standing over the body with a gun in his hand. He then asks the helmut if he is still alive. Scanning a two hundred mile radius, it locates him and asks if he wants to be lead to him.