Ariel has taken on the form of Hairball to fight off Penance and save the lives of Perry and his father. After the battle, Ariel is taken to the Sentry base to see if they can understand her strange powers. Meanwhile, Sage shows War and Piece how they can escape the Nightmare Realm.
Includes a centerfold pin-up by Steve Firchow.
Continues with a 3-page story in Spawn #56 that takes place between the end of this issue and the beginning of issue #4.
There was a 6-month gap in between this issue and issue #4 during which the publishing imprint was changed.