May is shocked to find a bloody, bandaged Peter sleeping with a shredded Spidey costume beside him. After bracing herself she leaves with the costume, letting Peter sleep. The following morning, Peter teaches his class about sleep cycles, awakening a sleeping Jennifer Hardesty. After class, he tries to find out what's wrong with her but is rebuffed. After school Jennifer meets her drug-addicted brother Steve. Meanwhile, Peter is unable to get in touch with May who is wandering the city trying to deal with her new knowledge. Peter visits Jennifer's apartment but the building has been condemned. He soon discovers that she, Steve, and other children live in a condemned building's basement. Jennifer asks Peter not to turn her in. Later, the two discover Steve has overdosed. As Spidey, Peter brings Steve to the hospital. Two thugs, observing Jennifer and having seen Spidey's involvement decide to contact the Shade. Back at home, Peter gets a call from May who says they have to talk.