Swinging through the city, Spider-Man is suddenly ambushed by a team of super-powered individuals calling themselves Shadowforce. The group includes a flying energy projector known as Airborne, the size-switching Oversize, the air solidifying Hardtime and the feral Ambush. Spidey avoids all of their various attacks, but as he swings away he slams into a wall of solidified air thrown up by Hardtime. As he recovers from the impact, Spider-Man thinks back to how he found himself in this situation...

Earlier:
Peter Parker is running late, as usual. He web-slings across the city, rushing to get to the Boys Club in time to meet up with Flash Thompson and teach the kids about his job. When he finally arrives, he learns that Flash has left to try and convince Spider-Man to come instead, telling the kids the wall-crawler is much cooler than Peter Parker. Beginning his demonstration, Peter is interrupted when Flash returns. By chance, one of the kids looks out the window and sees the members of Shadowforce on a rooftop across the street. As they are hunting for the wall-crawler, Peter tells Flash that he needs to go and grab some pictures for the Daily Bugle...

Now:
As Spider-Man pulls out of his fall, he sees Flash Thompson and the kids coming out of the Boy's Club to take photos. He swings by to scold Flash, telling him to get the kids to safety. This momentary distraction allows Oversize to grab the wall-crawler's web-line. Hardline spots people taking photos of the battle and reports back to his superiors at Shadowbase. The commanding officer tells Hardline to stick to his mission, and that they will handle the photographers. Meanwhile, Spider-Man is dodging a gun-toting Shadowforce member known as Firefight. In order to get out of the line of fire, Spider-Man swings into proximity of the final member of Shadowforce... the power-mimicking Mirrorshade. Mirrorshade begins adopting Spider-Man's appearance and abilities, while also picking up the wall-crawler's thoughts. It particularly focuses on Spider-Man's earlier thought about wanting to "kill" Flash Thompson. This distracts Spider-Man long enough for Airborne to strike the web-spinner with tranquilizer darts. Shadowforce takes Spider-Man prisoner and flies away.

Having filmed the capture, Flash Thompson takes the photos to the Daily Bugle, hoping to get some help. However, Joe Robertson tells Flash that he has to develop the photos before deciding to print a story about the battle. Realizing this will get him nowhere, Flash storms out, wondering what to do next, as the cops don't believe him either. On his way out, Flash asks the secretary if Peter Parker has been around, and is told that he hasn't been by recently. Flash gets the phone book and uses the Bugle's phone to place some calls. He tries calling the Avengers and the Fantastic Four, but neither group answer. He then tries to contact X-Factor, even though they are located in Washington, D.C. When asked if the people who kidnapped Spider-Man were mutants, Flash insists that they were, in order to ensure that X-Factor comes to investigate the kidnapping.

Soon, X-Factor arrives in New York City and begins searching the scene of the battle for clues. Strong Guy is particularly unhappy with this duty, because he would rather fight super-villains than search for them. Havok reminds him that this is a job, not a hobby, and to stick to the task at hand. While Wolfsbane finds hair samples, Polaris finds some metal debris that might yield fingerprints. The data is sent to Forge back in Washington, and he comes back with the records of six incarcerated criminals. Havok wonders aloud if they broke out of prison... and if so, why their records have not been updated.

At the Daily Bugle, J. Jonah Jameson and Joe Robertson go over the photos from Flash Thompson. Just as they decide to run with the story, they are interrupted by two government agents. The agents demand Jameson not publish the story, citing national security. Jonah ref

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