Peter Parker in Octavius' body struggles to initiate a plan to get his body back, Octavius in Peter's body is having a date with Mary Jane in Peter's Tribeca apartment. Mary Jane asks if they are really going to start up their relationship again and Peter/Ock says yes. Mary Jane rips open Peter's shirt only to find his Spider-Man costume. Mary Jane pauses in dismay and Peter/Ock doesn't understand why she cannot take the fact that Peter is Spider-Man.
Suddenly, a beeping sound ensues from the computer. "Peter" had set up something on his computer to notify whenever something pertaining to Doctor Octopus arose again. The Daily Bugle's website informs Peter/Ock of Ock/Peter's escape. Mary Jane ushers Peter to go fight Octavius saying she understands why he must. Peter/Ock goes to John F. Kennedy airport and requests a round-trip ticket to Belgium that will take him home tomorrow. The attendant informs him that he will be spending most of his time in the air and Peter/Ock says, "Yes. About fifteen hours. For some people, that's a lifetime."

Back in Octavius' lair where the real Peter is trapped inside that body as Ock/Peter, Trapster revives him. Peter wakes up and realizes to his dismay that all that has transpired was not a dream. Trapster hooks him up to a mobile life support system with all of his mechanical arms. Peter then assists Trapster in inputting the right calculations into the rejuvenation machine. Peter gets shocked and Trapster, Hydroman, and Scorpion look on skeptically. Peter faints to the sound of Trapster calling out, "DOC!?"
He suddenly wakes up in a type of dream heaven with all the people that have died around him in his own body. He first appears in his old glasses and sweatshirt garb. He looks around and realizes he's back in his old Forest Hills Ingram street residence. Tim Harrison, the kid who collects Spider-Man paraphernalia, bikes past him as he tries to figure out what exactly is going on. Peter suddenly is in a yellow jacket and green-ish jeans when he meets Aleksei and Oksana who tell him that there is only love here where he is. Peter wonders if he is in heaven when suddenly a voice tells him that this was not supposed to be his time yet. Peter turns and sees Silver Sable who tells him he has failed. She says that Peter should have let Octavius die. A hand pats Peter on the shoulder and reassures him. The voice tells him not to listen to Sable and says that if he had let Octavius die he wouldn't be Spider-Man. Peter turns around, now dressed in a black coat and jeans, and sees Captain George Stacy and Gwen Stacy. Peter immediately starts apologizing but Captain Stacy stops him and once again reassures him that he has never faltered from the right path. Gwen kisses him on the cheek and tells him that everything worked out in the end. Marla Jameson appears next and Peter apologizes for letting her die. She pushes the apology aside and says that she merely opened a door for him; that he had succeeded all on his own and she knows it. She gestures to two people beside her, Richard and Mary Parker. Peter, dressed in a Horizon lab coat, is delighted. Mary tells Peter of how they have always been watching him and Richard praises the boy. Another voice chimes in and tells him to stop in fear of spoiling the boy. Peter turns around to see his Uncle Ben.
Peter turns to face him dressed in his Spider-Man costume unmasked. Uncle Ben says that Peter can't stay here and that he has to go. Peter is shocked. He wants to stay with Uncle Ben. He slows down and thinks it's all because of that one mistake that let his uncle die. He almost breaks down and tells his Uncle that he's been trying so hard all the time to live up to what his uncle taught him. Uncle Ben dissuades these fears and tells him that he has earned a rest, but he cannot rest now because he needs to wake back up. Mary Jane calls out to "Spidey" to be careful and Peter realizes everybody related to him or has been his friend is there

---