Demons from another dimension have crossed through to the Marvel Universe. While the X-Family deals with the problem directly, the remaining heroes must deal with the side effects of the invasion. This includes frequent attacks by lower level demons, traditionally inanimate objects attacking New Yorkers, and a noticeable increase in hostility.
While the rest of New York is falling apart, Flash and Betty have boarded themselves up in his apartment. The other tenants have left at this point, but Flash realized that it's better to be in a familiar place. While it may be familiar, it's without phones and power. The situation couldn't be better. It's dark outside and despite the unusual heat wave, the inside of the building is below freezing.
While helping Flash secure the building, Betty has a hallucination of Ned Leeds and Gwen Stacy returning from the grave. She is understandable frightened by the vivid images of her late husband and begins to question her sanity. Flash reassures her she's not crazy. He recalls recent events (to himself) that may have brought this on. He tells her that with everything else going wrong in the city, mild hallucinations are nothing to worry about.
Flash notices his portable gas heater is in use. Betty admits that she turned it on since she was cold. Flash reminds her of the dangers of operating a gas heater indoors. Betty apologizes for her poor judgement and admits that she's been unable to think clearly since Ned died. As they look out the window, they admit to each other that they have no idea what's going on or what will happen. Predictably Flash wishes - aloud - that Spider-Man was here; he'd know what to do. Betty asks Flash why he idolizes him. His response is "I guess every teen's gotta have a hero, and Spider-Man was mine. Still is. Always will be." As they look through the window at a city in chaos, they are unaware that two demons are perched outside their window listening to their conversation. The demons are hungry and they want to play with their food.
A bit later when Flash goes on the roof to secure it, he runs into Spider- Man. Relieved that his hero has arrived to help them through this night, he is surprised when Spider-Man attacks him.
Inside Betty is horrified to learn that her hallucination has come true as the corpse of Ned Leeds crashes through the window and wants to rekindle his relationship with his wife.
Back on the roof, Spider-Man has webbed Flash to the television antennae near the edge of the roof and removed the lightening rod. He intends to use the sudden lightening storm to electrocute Flash because he annoys him. Spider- Man verbalizes Flash's deep-rooted fear that he's a complete loser whose best years are behind him.
Betty runs out of Flash's apartment to escape the zombie, praying all the way for someone to save her. Another "vision" of Ned Leeds appears. He tells her that she's too dependent on other people and she has to find the strength to save herself. Unsure where the second Ned came from, she takes the message to heart. She returns to Flash's apartment to confront the zombie only to find it filled with lit candles. She grabs the portable gas heater just as the zombie appears and tells her he lit the candles for her. She tells him that she knows he's not Ned. The zombie is disappointed that the "game" is over and reverts to his demon form.
Flash realizes that this isn't the real Spider-Man. He escapes the webbing and attacks the faux Spider-Man while its back is turned. Flash is quickly overpowered by his adversary. The spider-creature maneuvers him near the antennae and begins choking him. A stray lightening bolt strikes the TV antennae separating it from the base. Flash desperately reaches out and grabs a guide wire and is pulled over the edge along with his assailant. They crash in through his apartment window, knocking over the candles which set the room on fire.
Startled at their unexpected entrance, Betty turns on the gas heater and embeds it in the demon. She grabs a confused Flash by the arm and leads him out of the apartment. The demon is curious about the object sticking out of it's chest. So curious that it and its "brother" remain in Flash's apartment when the flames ignite the gas fumes and blow it up.
Flash and Betty escape the explosion and make it outside to see the city return to normal. They both marvel at her newfound self reliance and are grateful they survived the night with no outside help.
I honestly think this should have been billed as an "off-beat tale", because that's exactly what it is. Who would think that a story focusing on Flash Thompson and Betty Brant fighting off two demons would be interesting? Somehow Conway and Buscema pull it off with spectacular results. Bad puns happen.
Flash's comment explaining why Spider-Man is his personal hero is present in some form in the mind of every fan: we all identify with the character. This is especially true for long-time fans, like the ones working on this site. Newer fans quickly discover what the "old-timers" already know: he's a hero because under the mask, he could be any one of us.
3.5 webs. There are a few story glitches that kill the full suspension of disbelief thing for me:
Despite these two items, it is a well-crafted "face your inner demons" story involving real demons.
Betty has hated Spider-Man since Amazing Spider-Man #12 when her brother Bennett was accidentally killed while protecting her during a Spider-Man/Dr. Octopus fight.
The recent events in Betty's life that Flash referred to are:
And for those keeping score, The city returned to normal at the end of the story due to events in X-Factor #38. For those that need to know more, I would recommend the Inferno trade because it's too confusing to explain here.