Max Dillon, "Electro," is released from therapy at Ravencroft and immediately makes a call to Dr. Octopus. Otto has been taking an interest in his case and has proposed that they team up against Spider-Man along with other villains. The Vulture is allied with Octopus and working as a trustee, where he makes contact with the specially-imprisoned Sandman and Rhino.
Electro breaks into the prison, taking out the power and allowing Sandman and Rhino to escape, then free the Shocker and the other Enforcers. The assembled villains meet with Electro, who provides Dr. Octopus with sufficient charge to reactivates his arms. Hammerhead arrives by helicopter and provides them with their costumes and equipment.
Peter wakes up the next 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 prison escape.
Peter runs into Brock, who is still mad at him for taking photos instead of calling the police. Brock says that Peter should get a taste of his own medicine by losing something he values. Peter then heads out on patrol and spots the police going after the Rhino. The police catch up to the villain on Broadway near where Mrs. Watson and Aunt May are taking in a show. Spider-Man comes after him but Sandman ambushes him and the other villains show up as well. Aunt May gives them a piece of her mind and Spider-Man gets her to safety before Dr. Octopus attacks. As Mrs. Watson gets Aunt May to safety, Peter's aunt collapses with a heart attack.
Spider-Man goes after Vulture only to discover that the villain has reinforced his flight pack. Spider-Man is forced to retreat into the sewer and all of the villains except Rhino go after him. However, Dr. Octopus suggests that Electro stay behind and the other villains start fighting.
Mary Jane prepares to go on a date… with Brock.
J. Jonah Jameson is preparing to run with the story when he gets word that Aunt May gets a heart attack. He calls Peter personally and leaves a message. Peter arrives home and collapses, exhausted, unaware that Mrs. Watson is trying to get hold of him.
The villains take over a restaurant in celebration, and to try and figure out what they're doing. Only Electro stands behind Dr. Octopus, who suggests they need to set up a situation to lure Spider-Man to them.
Peter wakes up and hears on the radio that the villains have taken hostages near Central Park. Spider-Man goes after them but the six villains quickly overwhelm him and the Rhino gets first shot at disposing of him. However, Spider-Man's suit spans tentacles and fights back on its own.
Brock is driving Mary Jane through town and she starts to wonder why Brock is so obsessed with Peter. He relates how his parents and Peter's died during a plane crash, and Peter was like his younger brother. Brock starts driving wildly through town and Mary Jane tells him to stop and she gets off, insisting Peter's twice the man Brock is.
While Captain Stacy mobilizes his men, Spider-Man fights his way through Central Park, using his enhanced powers from his suit. He manages to turn the villains' powers against each other, causing Shocker and Electro to stun Rhino, and Sandman and Vulture to run into each other. Spider-Man uses the unconscious Rhino as cover against Electro and Shocker while Stacy and the police move in. Spider-Man drops Rhino on Electro and then tries to escape, but Vulture brings him down. Spider-Man rides Vulture out and then takes out his control helmet and drops him into a web. He then disables one of Shocker's power gauntlets and uses it to knock out Sandman. He takes out Shocker… and Dr. Octopus moves in for the kill. He prepares to impale Spider-Man on Rhino's horn, but Electro flares out of control. Spider-Man gets free and knocks out Dr. Octopus, then swings off into the night without saying a word as Stacy and the police move in.
The next morning, Peter wakes up and realizes he's been asleep for nine hours, and has a number of injuries that he doesn't remember. He's unaware that Aunt May is in the hospital, and picks up the paper to see photographs that he supposedly took of himself defeating the villains. He realizes that his suit fought the entire battle for him while he was unconscious, but figures it's okay as long as the bad guys went down. Mary Jane arrives and tells him that Aunt May is in the hospital.