Peter Parker is having a dream wherein he has arrived at the Daily Bugle completely naked to see if Joe Robertson is in. Betty Leeds sends him through, not noticing that he is not wearing clothes. Likewise, Peter doesn't seem the least bit concerned that the Daily Bugle staff is comprised of heroes and villains. Betty warns Peter that Joe is in a bad mood, but he assures her that he can handle it. However, when he arrives outside Robertson's office he is shocked to see the Hulk come smashing out. With this threat before him, Peter's original Spider-Man costume begins to appear upon him. The other people in the Bugle begin to run, telling Spider-Man to run. With the Hulk looming over him, Spider-Man can't find a way to fight back. Thinking a change of costume will confuse the Hulk, Spider-Man's costume suddenly changes to his black and white costume and flees from the Daily Bugle building. Suddenly, the Daily Bugle building collapses. Examining the rubble, Spider-Man discovers the Hulk is still alive. As his costume continues to alternate between red-and-blue and black-and-white, he tries to battle the gamma-spawned monster. Despite his efforts, the wall-crawler is grabbed by the Hulk and tossed at the Brooklyn Bridge. However, instead of being splattered against the metal frame of the bridge, he rips through it like a piece of canvas. On the other side, the web-slinger finds himself falling into a void. He hears a voice calling out for help, but can't find any way to save himself from falling.

Suddenly, Peter Parker wakes up and realizes that this was all a dream. Even though he is in his Spider-Man costume and has a coffee machine in his apartment, Peter doesn't realize that he's still dreaming. When he hears someone cry for help, he looks out his window and sees his Aunt May's home down below. Fearing the worst, Peter puts on his mask and swings down to the house. There, Spider-Man watches in horror as the Burglar with an automatic weapon mowing down his Uncle Ben, Aunt May, Gwen and George Stacy, Mary Jane, and Betty Leeds.

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