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Peter begins to follow the threads that could lead to his greatest nemesis. But that pales next to the shocking development of Flash Thompson, the fastest jock alive, going on a date with the mysterious and menacing Miss Arrow. A date that will lead to them all to the most shocking destination of all: A local bowling alley!

In a church, Miss Arrow, the school nurse at Midtown High, is talking to a shadowy figure of a huge spider. It calls her Ero and reminds her that she must reproduce if she wants to survive. She tells it that she's already decided on a host, Flash Thompson. She says by this time tomorrow, he'll be her mate, then her sustenance.

Outside Aunt May's hospital room, where Mary Jane and an officer are, Spider-Man looks in. He questions his recent actions of revealing his identity and blames himself for her condition. He doesn't understand why he tries to always do the right thing but his loved ones always end up sufferring.

Later at the apartment of Flash Thompson, Betty knocks on the door. Peter answers in his Ben Reilly guise. She recognizes from the bookstore at Deb Whitman's signing. She also noticed that he disappeared when Spider-Man arrived to fight the Vulture. She pushes her way in and Peter tries telling her that it's an illegal entry. He slips and calls her by name when she hasn't introduced herself to him. She asks him why would Flash have a picture of Ben, May, and little Peter Parker in his apartment. Peter tries acting like he doesn't know as Betty starts crying. She knows it's him. She's sad for everything he's going through and with what happened to Aunt May. She hugs him and tells him she's missed him.

Flash is getting a ride from a friend, Kelly "Double K" Kulick, that works at a garage (where he took his smashed up car from last issue). He asks her to drop him off at the bowling alley. He coaches the high school team and has set her up to join him. Apparently she's a really good bowler and he wants her to knock down the kids' egos. Reluctantly, she agrees. As they walk inside, Miss Arrow is watching from above and is not too happy that he is with another female.

Peter and Betty talk. He's surprised that she's not mad at him for "lying" to her all these years. She says she just thinks how lonely he must have been keeping everything to himself. She also says because in a way, she's never stopped loving him. She then changes the subject to Nurse Arrow. Peter tells her that maybe she isn't crazy when it comes to her. He's begun to have his own suspicions. He mentions all the spiders when he and Sandman discovered the principal was dead. He also mentions a time when he and Flash were in his office. She came in suddenly and he had to quickly hit his image inducer to change into Ben. His spider-sense should have gone off but it didn't. She was there to talk to Flash. She said after seeing him with Betty, she was jealous and wanted to go out with him. Betty tries looking online to see if there's any information about her such as being a spider trainer or something. Peter says to do a search for "Arrow" and "spider." The "goggle" search engine gives the suggestion of "spider" "ero" which makes Peter remember when he was in Stark Tower. After he lost his old body, pirate spiders of the Ero genus came and ate his skin.

At the bowling alley, Miss Arrow surprises Flash. When Flash introduces her to his friend, Arrow greets her coldly. She tells Flash she's ready to go much to Kelly's surprise. Flash says he can't just leave his team but Arrow insists. She even pushes Kelly over. Arrow is becoming desparate now. She grabs Flash by the neck and slams him against the wall saying she's going to give him the time of his life as sweat begins pouring off her face.

Kelly comes from behind and hits Arrow in the shoulder with a bowling pin. Everyone is surprised to see that the blow has revealed a swarm of spiders. Arrow responds by spitting out even more from her mouth at Kelly. Spider-Man arrives to knock Arrow away. He tells everyone to leave and tries to spin a web at her. She changes into a bunch of spiders and is able to escape.

Outside in Kelly's tow truck, she and Flash are about to leave when they are lifted in the air by even more spiders. Flash yells at Arrow to let Kelly go because she is not involved in this. Arrow agrees and throws her out of the truck. Spider-Man is able to catch and save her. After setting her down, he heads towards the spiders saying she's not going to get away with him but it's too late. Flash is already gone with her.

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