As Spider-Noir’s penultimate episode opens, Cat is watching the time on her watch as she plays the piano and recalls her conversation with Ben and turning him over to Faber. She hears Silvermane and the others arriving at the club and asks what happened at the lab. Lonnie says they found a lot of dead soldiers in the lab, including a lot of good friends. There were no answers for them through it all; they only found specimens in jars, so they burned the place down.
After setting fire to Faber’s lab, Layden, Flint, and Lonnie enter the Mayor’s campaign office to steal his campaign funds. The Mayor returns to his office afterward and is shocked to see it ransacked and his campaign money stolen. He presses the police chief as to how he’s letting Silvermane just take control of the city as the chief points out that he has three super-powered men on his payroll. The chief makes it clear that he doesn’t think the mayor will be in a position of power much longer and that without the Spider, he has no chance.
Meanwhile, Cat goes to Ben’s office, and Janet can sense something is wrong. Cat asks if she’s seen Ben, and she reveals he never showed up to meet her. It seems it’s been days since anyone has heard from Ben, as Janet recalls last heard from him on Saturday. Janet calls the Bugle to leave a message for Robbie, knowing something is wrong as Cat heads out and asks her to contact her if Janet hears anything.
Ben is getting a drink and spiraling about Cat’s betrayal in turning him in to the doctor. Eventually, a group of men come in talking about Silvermane’s guys and the Spider being washed up. Having overheard their conversation, Ben lashes out about what the Spider must be going through. The men just laugh it off as a drunk outburst as Ben grabs his coat and leaves. Ben puts the Spider mask on and then returns to the bar to attack the men who were talking crap about him. After knocking all of the men out, Robbie arrives, and Ben pulls out the antidote. He tells Robbie he’s going to cure himself as Robbie takes it from him and tells him that if he felt right about taking the antidote, he would have already taken it as they head out.
As the pair sit, Ben tells Robbie about Cat’s betrayal. Robbie is sympathetic but asks about the rest of New York. Ben says the city hated him, but Robbie says he never hated him, as he understood the price of being a hero. Ben says he never did this to be a hero, but that at the time it made him feel good. Robbie asks if he’ll sleep better if he takes the antidote and doesn’t help Lonnie and Flint. He asks why Ben deserves the antidote more than Lonnie and Flint. Robbie points out how Ben couldn’t save Ruby because he didn’t know, but this time he has a choice and he just needs to make it.
Robbie helps Ben back to the office, and Ben tells Janet about everything that happened. In the process, he accidentally reveals he’s the Spider, but the news is no surprise to Janet. We flash back to her discovering him as the Spider many times over the years when Ben was drunk. Turns out she’s been keeping the secret as she felt Ben would worry less if he didn’t know she knew.
Cat finds Flint in her apartment, and he admits to being scared when he first met her, as he didn’t think women like her existed before he met her. Beautiful, smart, talented, classy, determined women are all around, but he never thought he’d meet someone who possessed all those qualities at once. He couldn’t believe she picked him.
Cat remarks that he loved her at her worst and pushed her to be better. She loves him and doesn’t know why he can’t get it through his head. He does believe her, but he knows that his life has no taste or feeling without her. He tells her that they saw what came of the others and that there is no way out. He doesn’t care if he dies. What hurts him is that he couldn’t wait for the dirt to hit his grave before she moved on with Ben. He assures her he won’t tell Silvermane, but he’ll find out eventually, and there’s no way for him to protect her once he’s dead.
Back at Ben’s office, Ben comes up with a plan to inject Lonnie, Flint, and Layden with the antidote before taking it himself. He begins putting the antidote into syringes as a report comes through over the radio about an attack in Harlem.
Robbie goes to see Lonnie and questions why he’s doing this. Robbie tries to make it clear that this isn’t the route to go as the Spider swings in and knocks Lonnie down. The pair begin fighting, and the Spider tries to inject Lonnie with the antidote, but his skin breaks the needle. As Lonnie goes to crush the Spider during their fight, Robbie jabs the antidote into Lonnie’s eye, and it works as Lonnie’s skin transforms back to its normal human appearance. The police begin to attack the Spider, but Lonnie jumps in to help pull him aside as Robbie drives off.
Lonnie and Robbie take the Spider back to Robbie’s place to rest. Now that he’s been cured, Lonnie has plans to head out of town with his mother and thanks Robbie for everything he did to help him. He makes it clear that this city needs men like Robbie just as much as they need men like the Spider as he heads out ready to begin his new life.
As the episode comes to a close, the Mayor and Silvermane are each made aware of the events that transpired in Harlem with Ben, Robbie, and Lonnie. The Spider has an antidote, and both parties make it clear they need to get in touch with Ben Reilly
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