When Doc Ock teams up with Arnim Zola and Hydra to attack the Tri-Carrier, SHIELD finds itself caught off guard and Spider-Man must singlehandedly stop the assault.
Having lost SHIELD and his friends to Doc Ock and Hydra, Spider-Man has to assemble a new team in order to stop the villains from taking over New York.
Spidey is captured by Arnim Zola! With time running out, his classmates must engage Zola in a desperate fight, giving Spidey the chance to rally and break free of the madman.
Spidey wakes up to find his fellow classmates have been replaced by synthetic look-alikes! Not sure who he can trust, Spider-Man must put together a team to save the Academy.