Although Peter Parker wants to change to Spider-Man and go after Flash Thompson, who has been kidnapped, Gwen Stacy has told him that she doesn't want him running off, like he normally does. Peter finds a way out of this situation by changing to Spider-Man, and creating a web-dummy using his clothes, so that it looks as if Spider-Man has captured Peter Parker.
Whilst looking for the spider tracer which he placed on one of Flash's kidnappers before, Spider-Man gets a tingling around Greenwich Village. Doctor Strange's astral form appears, and asks Spider-Man to follow him. Upon reaching Doctor Strange's physical form, Doctor Strange tells Spider-Man that he knows that he is looking for Flash Thompson, and that he will help him look for him. Using the Eye of Agamotto, Doctor Strange shows Spider-Man where Flash is. In the vision, Flash is told that he must be killed so that the High Priest of the ancient temple can come out of his mystic state. Spider-Man and Doctor Strange then leave to find Flash before he is killed.
Meanwhile, Flash is tied up, and the daughter of the High Priest, Sha Shan, comes to visit him. Sha Shan tells Flash what happened whilst he was knocked out from the bombing of the temple: she had helped Flash to a location where he could be found by the Army, but upon returning to the temple, found her father in the mystic state he's in now. Sha Shan then produces a knife, and tells Flash that he must accept his fate, when some other people come in and stop her, telling her that Flash must be killed at a certain time.
At the same time, Gwen Stacy goes to the apartment Peter and Harry Osborn share, and asks Harry whether he's heard from Peter. Whilst explaining the situation to Harry, Aunt May (who is visiting) overhears, and starts to worry about Peter. However, Gwen yells at Aunt May, and tells her not to treat Peter as if he's a child. This makes Aunt May feel foolish, which will lead into the next few issues.
Meanwhile, Flash Thompson is about to be killed when Spider-Man and Doctor Strange show up. Spider-Man frees Flash whilst Doctor Strange casts a spell on the High Priest's body, bringing him out of his trance. Doctor Strange explains that the High Priest had put himself in the trance so that he would survive the shellings, and that he could sense this, and so that's why he helped Spider-Man. Sha Shan also explains to Flash that she hadn't tried to kill him earlier, and that she was going to cut his bonds. However, as he swings away, Spider-Man realises that he's going to have to compete with Flash for Gwen once more.