- After being saved by Scarlet Spider following Arnim Zola's takeover of the S.H.I.E.L.D. Tri-Carrier, Spider-Man must work with him to liberate Manhattan and his fellow students from HYDRA's clutches. Even when they save Agent Venom and Iron Spider, they must also undo transformations of the HYDRA Goblins, avoid Doctor Octopus and Kraven the Hunter, and defeat Arnim Zola.
- Spider-Man and Scarlet Spider work together to stop Doc Ock and Hydra from taking over New York, but the matter soon becomes worse for Spider-Man, when he learns that his teammates are being held prisoner by Arnim Zola and Kraven starts to hunt him and Scarlet Spider down, so that he can earn a spot on the New Sinister Six. Spider-Man and Scarlet Spider are able to make it to Oscorp and the two of them rescue Norman and Harry from Doc Ock. It is soon discovered that Norman has inoculated himself to prevent future transformations into the Goblin. Norman provides the cure for Spider-Man and Scarlet Spider to cure the Hydra soldiers from their goblin forms. Spider-Man and Scarlet Spider arrive at Time Square to cure the goblin soldiers and Scarlet Spider releases the captured heroes. Arnim Zola forces the New Warriors to bow to him, but the Web Warriors are unaffected by the mind ray and they go to the Hydra base to shut the mind device off. During the ensuing fight, Spider-Man successfully turns off the mind controlling device and he sends Hydra Island into space, much to Zola's frustration. Doc Ock has evaded capture and he leaves to create the Sinister Six. Scarlet Spider decides to stay with Spider-Man and his team, so he can help stop his enemy.
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