Spider-Man, Silver Sable and Black Widow face off against Dr. Octopus' new "Sinister Six," the Avengers. Taking personal control of each of them in turn, Doc Ock is surprised when he takes control of Thor and can no longer hold Mjolnir due to him being unworthy. Utilizing an electromagnetic pulse, Mysterio helps Spider-Man by freeing the Avengers from mind control and Thor, Iron Man and Red Hulk instantly take to the air to try and stop the rest of the satellites from making orbit. Mysterio tells Spidey and Silver Sable where Doc Ock's lab is and where his vehicle is to get there, then disappears in a cloud of smoke, his "good deed" being done. Taking the Octo-Sub to the base, they dock with it and are forced to fight their way to the main lab, but encounter the Rhino standing in their way. He tells them that he's always known what the plan was, and he wants the world to burn, he doesn't want to live in a world where his wife Oksana is dead. Grabbing Silver Sable and holding her to the floor as the level is flooding, Rhino promises that he will not move and he and Silver Sable will die together. With no other choice, Spidey leaves her and goes after Doc Ock to try and save them all. Using his armor, Doc Ock pins Spidey completely and then climbs out of his armor so that he can push the button that will burn 99% of the world. Finally managing to break himself free, Spidey stops Doc Ock, who demands that Spider-Man leave him so that he can die. But Spidey saves even him, and taking him to the surface leaves him with the team of scientists. They congratulate him on saving the world, but Spidey tells them that he failed, someone died.