The population of New York is plunged into a mysterious sleep, but Iron Fist manages to keep both himself and Spider-Man awake with chi energy. They seek the help of sorcerer Doctor Strange, and he explains the spell is the work of the demon Nightmare. To break the spell, the heroes have to enter the Dream Dimension and defeat Nightmare, facing the physical manifestations of their deepest fears and insecurities in the process.

The Helicarrier is commandeered by Zodiac, an elite criminal organization led by Scorpio, who imprison Nick Fury, hack into S.H.I.E.L.D.'s database and set the ship to self-destruct. Spider-Man is left as the only person who can save Fury and stop Zodiac before they obtain valuable data and the ship self-destructs over New York City.