Aunt May becomes aware that Peter and Mary Jane are hiding something extremely bad from her. But between dealing with Tracer's endgame and the unexpected return of a foe that Spider-Man has never defeated, Peter has more than enough to worry about.
Spidey is hot in the hand while battling Tracer. Dr. Castillo, who treats the wound, runs tests and discovers bad news. Morlun, back from the dead, shadows MJ. Later, Peter shows MJ his lab results, which stun her. May awakens from a nightmare of his dying mother rising up and attacking her, to find the city in turmoil. In the kitchen, May meets Tracer, calling himself "Tommy" and claiming to be a reserve Avenger. "Tommy" tells May the turmoil is due to the machines rising up in revolt. Meanwhile, Spidey encounters Morlun who decides not to attack because the web-slinger's deterioration interests him. Pursuing Morlun, a woozy Spidey falls off a wall but Wolverine catches him. Trace tells May he is a machine god, created by other machines, then plans to kill her but Spidery arrives and attacks. As they fight, Tracer draws a DNA sample ans appaled that someone in Spidey's condition is fighting him. Reining in his machine "worshippers" as a gesture of respect for his dying opponent, Tracer dissolves into an inert robotic form. After hearing Tracer's diagnosis, May demands to know what Peter is hifing from her.