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ULTIMATUM HAS TAKEN OVER THE WORLD!! SPIDER-MAN IS MISSING!! Friends are enemies and enemies are friends as tensions mount to insane proportions. And yes, your eyes do not deceive you: MJ versus Kitty... to the death!!! (well, they slap each other a little)
Mary Jane, Gwen Stacy, Kong and Kitty Pryde are on a roof. MJ accuses Kitty of sending Peter in there and he may be dead by now. Suddenly Kitty reveals (after MJ hits her) that she loves Peter as much as MJ does and she's willing to do anything to save him.
Meanwhile Spider-Man and Hulk are at Dr. Strange's place where it's revealed that Nightmare has returned to this world by taking over Strange's body. He than uses his powers and Hulk has a nightmare of seeing those people he killed. Spider-Man than confronts Venom, Green Goblin, Dr. Octopus, Sandman, Electro and many more of his enemies in this 'dream'.
Spider-Woman realizes that Peter needs help and arrives there, where Spider-Man now comes face-to-face with Nightmare who has been apparently killed by the Hulk in which he smashes him and a big explosion is seen. Spider-Woman, Kitty, MJ, Kong, Gwen and Aunt May are watching as that happens and the Hulk and Spider-Man fates remains unrevealed by the end of the issue.