Much to Peter's annoyance, Fury tasks the team with guarding the building. Meanwhile, Mary Jane rounds up Agent Venom, Iron Spider and Kid Arachnid to meet up with Spider-Man to show her transformation as Spider-Woman. He meets , , and at the time when the remaining Frightful Four members attack. Jonah Jameson even has their work broadcast. Doctor Octopus then attacks the Helicarrier in an arc reactor-powered suit of armor, created from a replica of Tony Stark's own arc reactor, and abducts Norman and Harry, so Spider-Man dons the Iron Spider suit to save them.
Spider-Man's team is shrunk into versions of their own selves by one of Loki's tricks. As an added bonus, Nick Fury has positioned S. The helmet unleashes a mystical threat, which Spider-Man is able to contain with the assistance of Moon Knight. The graduation ceremony attended by the Avengers, Doctor Strange, Sandman, Nick Fury, Power Man's parents, Patrioteer, and Ant-Man. Note: Goblin reveals that he now knows that Peter Parker is Spider-Man, but forgets that information as well as ever being the Goblin after being reverted into Norman Osborn. The Lizard King plans to use the Siege Perilous shard to block the sun so the vampires can rule the Earth. Before falling unconscious, Nova gives Spider-Man a box that is needed to help rescue Nick Fury.
Academy and Aunt May, being all against him and be locked up for life. At the same time, Doctor Octopus uses another nanotechnology upgrade that not only changes to another appearance, but also improved his whole body completely. Agent at Midtown High to be the acting principal. After Noir Mister Negative fends off Wolf Spider, Spider-Man and Kid Arachnid must persuade Spider-Man Noir and Noir Mr. In the aftermath of the Siege Perilous' reassembly, Kid Arachnid and Rio emigrate to Spider-Man's reality. They discover that he is an evil Peter Parker working to drain the energies of every spider character.
The series is based on the comic book series. Doc Ock manages to convince Green Goblin to ally with him and the Sinister Six, while Miles is welcomed to the Web-Warriors by Peter. Upon Spider-Man and Iron Spider being ambushed by Vulture, they follow him to a nearby island where they are attacked by clones of Sandman. Spider-Man is saved by an unknown spider from falling into sea. The team follow Thor to , where the power-hungry is working with the Frost Giants to seize the Asgardian throne at the time when is in his Odinsleep. When the Green Goblin escapes from his cell and bonds with the original symbiote, Spider-Man has to form an uneasy alliance with Doctor Octopus to devise a serum that will turn the Goblin back into Norman Osborn.
Spider-Man and Agent Venom are the last line of defense with help from Hulk. Spider-Man's team and the Iron Patriot fight the Sinister Six. After rounding up Kraven the Hunter, the Rhino, the Scorpion and the Vulture as well as turning Crossbones into a Lizard, Doctor Octopus allows himself to be incarcerated in the Triskelion's security brig by Spider-Man´s team. Part 3: Returning to the Noir reality, Spider-Man and Kid Arachnid tangle with a Noir version of the Hulk and his minions and , who are in a gang war with the Noir version of. When a security breach places the Triskelion in lockdown and starts draining the energies of its inhabitants enough to leave them with coma-like symptoms, they find that a reassembled Kaine is responsible as he targets the spider-based characters. Their first stop is a -themed world that's currently infested with vampires.
Ock also receives an upgrade to his armor, gaining a much more sinister appearance. When Kaine gets control of the Delta-Nine Synthezoids, Spider-Man and the other spider-based heroes defeat Kaine after he combines with the Delta-Nine Synthezoids to form a hybrid form. When Carnage attacks Harry's apartment, Harry takes control of the symbiote, becomes Venom again, and sets out to bring down the Green Goblin once and for all. With Thor also having been shrunk, Spider-Man's team must find a way to help Thor fight Loki and the and return to normal size. Norman Osborn also returns as Iron Patriot despite Ock's alternate plans for him.
Connors' serum, Spider-Man transforms his team back and defeats Green Goblin. Then Spider-Man heads to a cartoonish world inhabited by anthropomorphic animals where he helps Peter Porker find the will to be again. After experiencing each one, Spider-Man must fight Nightmare to get out of this nightmare and learn the meaning of being a hero who needs it most. Upon Scarlet Spider resurfacing and helping to take down the deformed Kaine, Spider-Man and Spider-Woman find that he is wanting to know his history while planning to get revenge on Doctor Octopus and wanting to learn about his past. Once the Ankh is safe, Fury sends the team and Blade to retrieve the second half from storage in a museum before Dracula can get to it.
Peter Parker reminisces on his more inexperienced days as Spider-Man and how far he has come as Spider-Man and goes out to stop a robbery in the , incited by his Aunt May when moving in an apartment, saying this is not the end, only the beginning. Agent Venom and Iron Spider are also made aware of this fact. However, Hulk and Rhino face in battle and only Spider-Man and Agent Venom should stop now so to not cause destruction. Using the shard of the Siege Perilous, Spider-Man and Kid Arachnid are sent on a trip to the different dimensions to collect the shards. They seek the help of sorcerer , and he explains the spell is the work of the demon. The contracting forcefield is starting to close in on the graduation attendees.