In the Parker Industries building in San Francisco, Peter Parker reflects on how he passed from living paycheck to paycheck and being late with his rent to having his name on high-rises and answering to no one... except to his top investors, with whom he is having an holographic conference. They want to know why the Zodiac, which has claimed responsibility for terrorist attacks in the past, is targeting Parker Industries.

Peter tells the that they failed to hack into their systems and to steal their servers in Shanghai, but Mr. Jacobs tells him that he gave them his personal Webware with their data. Peter responds that lives were in danger, plus he encrypted it and their head of security, Hobie Brown, will retrieve it before the Zodiac can crack it. He then says he has an engagement and turns off the hologram, proclaiming that he's going fishing.

Later, the Prowler and Spidey are in a spider-shaped watercraft in the middle of the Pacific Ocean, where Peter tracks his Webware to miles below. Hobie reminds Peter of their first encounter, when Spider-Man tagged him with a Spider-Tracer and had trouble finding him in the Bronx. Peter replies that he built the original Spider-Tracers in high school with twenty bucks, and these ones are cutting edge tech. Parker Industries is selling them for $49.99, while it takes $16.23 to make one. Hobie states that he can't believe people used to call him a crook. Peter tells him they called him the best one and submerges the craft to steal the Webware back.

In the Zodiac's underwater Aquarius base, a Zodiac soldier, Jerry, patrols outside. He states that this draws attention since the base is secret until he sees the two humpback whales he named Harry and Hermione and a third one, which he names Ron. But "Ron" is really Spider-Man's submarine with holographic camouflage. Spidey shushes Prowler when he comments on the camouflage, since they are on a stealth mission. He then bets $49.99 that Hobie can't keep quiet and he agrees to the wager. They leave the Hydro-Spider, which camouflages with the base. In a flashback, Parker demonstrates his holographic camouflage to Fury and Mockingbird on a S.H.I.E.L.D. Flying Car, and Fury is not impressed, remarking that Reed Richards or Tony Stark would have made an invisible car.

While it doesn't make them invisible, the holograms can go further to disguise it as bigger things. In the base, two Zodiac soldiers discuss if Aquarius is an air or water symbol until they are knocked out by Spider-Man and Prowler. They leave them and their underwater equipment webbed to a wall and go further into the facility.

Meanwhile, Pisces and Aquarius wait while Cancer tries to decrypt the Webware. Cancer assures Pisces that he will crack it, but Aquarius tells him that twelve hours is their half-way mark and that they can't lose their advantage. But while she starts talking, she notices that Spider-Man and the Prowler are on the ceiling. Prowler complains about being called "some other guy", causing him to lose the bet, and they both fight the Zodiac leaders. Peter notes that the firewalls are still intact.

In a flashback, Peter, Anna, the Living Brain, and Sajani develop a nanotech that can physically reconfigure software and hardware. He explains that they aren't selling it or giving it to S.H.I.E.L.D., but rather keeping it. Back in the present, the Zodiac's soldiers try to shoot him, but his armor deflects the lasers. Meanwhile Prowler attacks Pisces for payback, but the latter doesn't even know they previously fought.

Then, Pisces hits Spidey with her water powers, taunting him that if he trusted his speed rather than Parker's tech he would have evaded it, and sends the encrypted data to every Zodiac base. She tells him that with thousands of minds working to decrypt the data they will have his secrets, while theirs will remain hidden, and then she sets the base to self-destruct. Spidey and Prowler, who recovered the Webware, go back to the Hydro-Spider while the Zodiac go to their escape pods. The duo stops to take their underwater equipment and the minions they knocked out earlier, with Spidey telling Hobie that good guys never let people behind when underwater bases blow up, remembering when he left Silver Sable behind to save the world, before they escape in the Hydro-Spider as the base explodes.

Spidey calls Fury and Mockingbird, who are in a Helicarrier above Shanghai. Bobbi says that Leo isn't talking, so they don't know what the Zodiac are up to, and Fury asks on the situation of the Webware. Spider-Man says that they forced the Zodiac to send the encrypted data to all their followers and sends Fury the location of all the Zodiac bases worldwide. Hobie asks if they planned all this, but Fury tells him that they wanted to recover the Webware, but he will take a win whenever he can. Prowler says that they still could decrypt the data, but Fury tells him that they now can take the fight to the Zodiac before they have the chance. Spidey tells Prowler that what's important is that they all got out alive, and the last time this happened he wasn't so lucky. Hobie asks who Peter had lost, and Peter replies that he lost a good friend and an old enemy.

Elsewhere, in a bar in Tahuexco, Guatemala, Aleksey Sytsevich, formerly the Rhino, is still alive and drinking away his pains. A mysterious figure in a red suit arrives. A man warns him that Aleksei doesn't like company, but he tells him that he is about to be his best friend in the world. Aleksei says that he has no friends, no world, only this. The man says he has skills he can use and offers him anything he wants. Aleksei screams that there is nothing he can offer him, but the man shows him his supposedly dead wife, Oksana, alive and well. Aleksei says it's impossible, but the man says all is possible for him, and it will be for Aleksei to if he joins him. Aleksei tells him he will do anything he asks.