Peter's life as Spider-Man has been going great for him, his Aunt May and his Spider-Team have finally came to terms over Peter's identity as Spider-Man. Doctor Octopus has escaped again and the three heroes have managed to defeat him. As soon as Doc Ock is about to be placed back into his cell, he releases a nano-bot on Swarm and the Tri-Carrier is turned into a Hydra base. Spider-Man and Fury are unable to contact Connors or anyone at the Triskelion. Iron Spider and Agent Venom notice the break out and the two work with Spider-Man and Fury to stop Doc Ock, Arnim Zola, and the Goblin Soldiers, with very little success for them. Nova takes Fury to safety and he gives Spider-Man a device to revert the Tri-Carrier back to normal, before Spider-Man can activate the device, Ock destroys it and he leaves Spider-Man for dead. A mysterious figure comes to the hero's rescue, Spider-Man wakes up and he soon meets another spider-themed hero, who calls himself the Scarlet Spider.