With May Parker being transferred over to another wing of the hospital to get treatment for her final hours of life, Peter rushes to Dr. Strange's Sanctum Sanctorum to see if the Sorcerer Surpeme can help save May's life. Dr. Strange tells Peter that he is unable to revive May, because the fates have decreed that it is May's time to go. Not willing to accept that May will die as a result of his actions, Peter begs Strange to help. Strange offers to use the Hands of Death to transport Peter to multiple places at once to ask various heroes and villains for help in his quest to save his Aunt May, however each and everyone proves to be unable to help Peter.

Drained from the experience, Peter is left alone by Dr. Strange who leaves the room to fetch Peter a drink. Peter uses this moment to use the Hands of Death in order to travel back to the night in which May got shot in order to try and prevent it. However, all Peter succeeds in doing is being witness to the entire event once again, his spectral form invisible to all present and unable to do anything to stop things. Peter then finds himself attacked by creatures known as the Nightwalkers, which seriously injure his astral form until he is rescued by Dr. Strange, who takes him back to an earlier period in time to allow Peter to heal before returning to the present. Dr. Strange tells Peter not to leave the room, because if he does, he may effect past and change the future, which Dr. Strange will not permit.

Dr. Strange leaves the room, and ends up conversing with the Spider-Man of this past time (which were originally depicted in Amazing Spider-Man Vol 2 #42). When the present day Spider-Man tries to bolt through the door to warn his past self, he is once again stopped by Dr. Strange. Strange returns Peter to the present after he is completely healed and warns him against altering reality, as his encounter with the Nightwalkers could have proved fatal. Leaving Dr. Strange's Sanctum, Spider-Man runs into a little girl who agrees with Strange's assessment that there is nothing he can do to help him, but she can.  

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