Electrified repairman Max Dillon, "Electro," is released from the Ravencroft therapy session after Dr. Kafka pronounces him cured. However, he immediately calls Dr. Octopus who is in prison. Dr. Octopus has contacted Dillon and struck up a friendship, and now wants Electro to help break him and other Spider-Man villains out of jail so they can seek revenge on the webcrawler together. The Vulture is working as a trustee and after checking on Montana (the Shocker) and the other Enforcers, he tells Sandman and Rhino to be ready. Later, Electro blasts his way into the prison and knocks out the generators. Sandman and Rhino are able to break out of their special cells, provided by OsCorp, and they free the others. Electro then charges up Dr. Octopus tentacle-harness and Hammerhead arrives by helicopter with new equipment for Shocker and Vulture.
Peter wakes up and finds that his new suit is more versatile than he thought: it puts itself on him automatically and provides webbing. Peter goes downstairs and notices that Aunt May is looking stressed. She dismisses it as nothing but Peter insists that she take in a scheduled Broadway show with Anna Watson. Peter wakes up the net morning and discovers that his new black suit puts itself on and provides its own webs. Peter checks on Aunt May, who is feeling poorly and Peter wants her to make sure and go out with Mrs. Watson to a Broadway show as planned. Peter leaves, just missing the news story on the release. He heads out, unaware of the villains' escape. He then runs into Eddie Brock, who is furious at him for seemingly betraying the Connors after Black Cat broke into their lab and stole the alien sample. Brock threatens to take away something that Peter values.
Spider-Man patrols the city and spots police cars driving toward Broadway. He goes after them and finds the Rhino battling the law, as Aunt May and Mrs. Watson look on. Spider-Man goes after the Rhino but the other villains ambush him. Aunt May chastises them and Spider-Man hastily gets her to safety. However, when he goes after the villains Aunt May collapses of a heart attack. Spider-Man discovers that the villains have been made proof against the tactics he used to defeat them before and retreats into the sewers where he manges to escape as the six villains squabble among themselves.
Mary Jane gets invited on a date... by Eddie Brock, who picks her up on his motorcycle.
Jonah is preparing to run a story blaming Spider-Man on the villains' destruction when he learns that May Parker suffered a heart attack on the scene. Briefly sympathetic, he tries to call Peter to give him the news. Meanwhile, Anna Watson has tried to call Peter but he's collapsed unconscious at home, exhausted from the battle.
As Captain Stacy and his police look on helplessly, the six villains take over a restaurant and force the staff to provide them with a celebratory dinner. They start to argue over what to do next, with Electro backing his friend Dr. Octopus. Dr. Octopus proposes that they lure Spider-Man into a trap that he won't be able to resist. The next morning, Peter hears about the villains taking hostages in Central Park and goes after them, only to discover it's a trap. He's strangely silent as the villains overwhelm him and Dr. Octopus suspends him in the air and has the Rhino charge. However, the black suit grows tentacles that free Spider-Man and knock Rhino aside.
Brock is driving Mary Jane through the city and keeps talking about Peter. Brock talks about how his parents and Peter's work together and died in a car crash. He and Peter were friends until recently when he chose his photos over the Connors. Brock starts driving wildly through tyraffic and Mary Jane tells him to pull over. She leaves him, noting that whatever his problems Peter is twice the man that Brock is.
A still-silent Spider-Man stays one step ahead of the villains thanks to the enhanced powers provided by the suit. He tricks Electro and Shocker into blasting Rhino, stunning the super-strong villain. Spider-Man then traps Electro underneath Rhino only to be grabbed by the Vulture. The Vulture flies into the air but Spider-Man destroys his control helmet and leaps clear as the Vulture plummets into a web. When the Shocker moves in, Spider-Man damages one of his vibro-gauntlets and throws it into Sandman, using the vibrations to disperse him. The hero then knocks out Shocker only for Dr. Octopus to grab him and prepare to throw him onto Rhino's horn. Electro, still trapped beneath Rhino, loses control of his powers, distracting Dr. Octopus so Spider-Man can get free, knock out the last villain, and swing away as Stacy takes over.
The next morning, Peter wakes up with no memory of anything since collapsing unconscious after the first fight. He's puzzled by the new injuries and thinks Aunt May is just sleeping in her room. Going downstairs, he picks up the newspaper featuring a story on Spider-Man capturing the villains, and photos he supposedly took. He figures out that the costume fought the entire battle for him. Mary Jane arrives and breaks the news that Aunt May is in the hospital after her heart attack. Share this article with your friends