As Spider-Man and his allies exit the factory following their encounter with Doc Ock, they come across a vivid scene of Symkaria being burned by Doctor Octopus' satellites. As they try to save the citizens from the increasing devastation, they are initially unaware that it is a large-scale ruse created by Mysterio and the Chameleon in order to distract them away from the actual completion of the satellites.

Meanwhile, Doctor Octopus once again asks the people of Earth to aid him against those who were actively try to stop his plans (though he considers the general populace to be nothing more than mindless sheep). He later learns of Mysterio and Chameleon's actions and is enraged that Chameleon is battling Spider-Man in what Doctor Octopus believes should be HIS final duel with the wall-crawler. He takes control of the battlesuit that Chameleon was using and tries to destroy Spider-Man, consequently allowing Spider-Man and the others to realize that Symkaria's destruction is false. After defeating the battlesuit, Spider-Man manages to convince Mysterio to switch sides with the argument that the 2 billion dollars he received would be worthless if Doctor Octopus did not follow through with his promise to 'save the world.' The team is led to a location in Guatemala in which they must defeat the Octobot-controlled Avengers. During the initial stages of the battle, Spider-Man realizes that all the inventions he had created at Horizon Labs (ranging from his Cryo Cube, a helmet design, and a noise reduction system) had been used and corrupted by Doctor Octopus.