In an unknown location, Scorpio and both Geminis are sitting down on the grass looking at the stars. The Geminis tell Scorpio that if he goes on with the plan when planned, he will most likely succeed. But if he forces S.H.I.E.L.D.'s hand tonight, their ally Spider-Man will abandon them. Scorpio decides to strike now and tells them to inform all their houses that it's time. In the Helicarrier, from low orbit, Fury is coordinating a global attack on all the Zodiac bases. Various S.H.I.E.L.D. teams, along with the Human Torch and the Prowler, are prepearing to attack the bases. Fury asks Spider-Man and Mockingbird where they are, but Spidey gets a call and hangs on Fury. Above Madagascar, Spidey and Mocking bird are tralleving via Web-Jet. She asks him what call outranks S.H.I.E.L.D. and he replies that his Aunt May's does. He darkenss his suit and the jet's cockpit to take his Aunt's video call. May and Jay are in a village in Nadua, where the Uncle Ben Foundation is setting up solar panels. She tells Peter that they are going to change many people's lives and that Ben would be proud of him. He tells her that he would be proud of her and Jay too, and of all the work everyone is putting in this. But they are interupted when suddenly laughter is heard and pumpkin bombs fall from the sky.

Peter suddenly loses the signal, causing him to decide to go to Nadua and abandon S.H.I.E.L.D. on their mission. Mockingbird protests as the mission depends on them and says she'll have to take control of the jet. Peter simply ejects her from the Web-Jet and tells her to click a button on her belt, activating a wing update on her suit, and flies to Nadua. In the village the Naduan millitary, armed with Goblin paraphernalia and calling themselves the War Goblins, ask all loyal Naduyans to leave while they deal with the foreigners on the General's orders. May and Jay try to get the kids to safety, Parker Industries security team is outmatched, and Okiro, the village's leader explains that General Mwenye controls which charities are allowed in Nadua. A War Goblin chases after May, but is knocked out by Spider-Man, who attacks the Goblins with the Web-Jet's web-cannons. They quickly regroup and hit the Webjet, cauisng it to crash. But Peter survives thanks to its web-foam airbags and leaves the jet, thinking to himself that the airbags need more testing.

Meanwhile, Fury expresses his anger over Spider-Man going AWOL during a global strike, and uses S.H.I.E.L.D.'s satelites to coordinate an attack on the Zodiac's bases. He asks for an update and if anyone has seen Scorpio. Around the world, S.H.I.E.L.D. teams are attacking Zodiac bases, but there is no sign of Scorpio. Prowler arrives at the Zodiac's Chilean base, only to find that the base is false and finding only props and sets. The same happens in Malta, Algeria and Iceland, causing Fury to ask what's going on. In Nadua, Spider-Man makes it to the villages, where Jay and May were about to head off to the crash site to see if he was okay. He explains that Peter sent him and they told him that they are all okay as the War Goblins stopped attacking them to go for the solar farm. May is horrified that all their work is being destroyed, but Spidey tells her that it can be replaced, yet they can't. But one of the villagers, Issa, realizes that her children are gone. Using infrared lenses, Peter finds them hiding under a solar panel and runs to save them. With no buildings to swing from, he becomes an easy target for the Goblins. So he asks them if they are real soldiers or mercenaries, in which case he offers to pay "top-dollar" for them to switch sides, but they keep firing on him.

However, he is saved by Mockingbird, who came flying from Madagascar, and says he will need every penny to give her the world's biggest raise. Peter goes to save the children while Bobbi fights the Goblins. Spidey asks the children, Kwasi and Adoma, what are they doing there. She explains that they were there because it was cooler, but not because of the shade but because of the cooling system of the panel's magnets. Spidey is surprised by her intelligence, and Kwasi explains that she is always asking the Parker Industries personel questions and searching things on their Internet. He asks Spidey why are they being attacked, and he explains that some people don't like it when others have power. Adoma says that he should take away their power. He tries to explain that it's not that simple, but she tells him that it it and that there are magnets down there. Realizing what he is suggesting, he tells her that she just won a Parker Industries college scholarship. He sends them running back to their mother, and uses his Z-Metal Bug-Zappers to over charge the magnets in the panels causing a magnetic pulse, causing Mockigbird's wings and the Goblin Gliders to malfunction. He catches Bobbi, while the War Goblins fall to the ground and are captured by Parker Industries' security team.

May tells Spidey to thank Peter for sending him to help them, but he insists the she isn't Peter's aunt, she raised him as his mother and he would stop the world for her. Bobbi reminds him that they will have problems for leaving S.H.I.E.L.D., but he says he doesn't care and tells Okiro that they will rebuild the panels and restart their humanitarian projects, but he rejects them. Okiro says that they made them a target and if the panels return, the General will send more Goblins. So unless he can stay to protect them forever, they have to go. Later, Okiro calls someone via his Webware. He explains that Parker's security and Spider-Man are gone, but he fears further attacks from the War Goblins. He tells them that they don't have much to trade which, but they have the equipment they left behind and hopes that will be enough to buy them weapons to defend themselves against the Goblins. The man he is calling, Osborn, tells him that he is very familiar with the Goblin tech. Knowing it is his business, and business is booming.

In the Andry Correction Facility, New York, the Lizard is escorted to the visitor's room. After the guards are clear, they remove his restrains. Beyond reinforced glass, the visitor, the man in the red suit, claims that he has met Connors before. Connors detects familiar scents accompaning the man, scents that can't be there, and warns him not to toy with the Lizard. The man replies that he is not the Lizard, inside he is Curt Connors, a model prisoner who saved the Mayor and various civilians before, and is trapped in a monster's body. Connors lashes out at him, demanding to know how can the people he is smelling be there. The man says that Connors has abilities he can use and if he escapes and joins him, he can give him anything. He snaps his fingers and Martha and Billy, the Lizard's dead wife and son respectively, step forward. The man asks if they have a deal and the Lizard tearfully says they do.