Spider-Man and the Avengers fight Doctor Octopus' army of macro-octobots. Meanwhile, J. Jonah Jameson and his wife Marla are being evacuated from the city hall, as they're being spied on by a mysterious man in armor.

In New Jersey Andru Air Force Base, a flight squadron led by John Jameson Jr is being deployed to fight the macro-octobots. Commander Steve Rogers oversees this.

In the battle, Spider-Man meets up with Black Cat, who flirts with him. Spider-Man declines his advances, remembering his newly-started relationship with Carlie Cooper.

In New Jersey, Steve Rogers is revealed to be the Chameleon in disguise, aided by Electro. The two slip up some robots into the base, and contact Doctor Octopus, who is revealed to have formed a new Sinister Six group, along with Sandman, Rhino and Mysterio. Doc Ock calls off the macro-octorobot attack, saying that the attack was only a diversion form them to slip the robots into the base. He also says that the macro-octorobots gathered information about the Avengers. Doc Ock then sets the robots to self-destruct.

Mr. Fantastic and Iron Man try to stop the detonation, saying that if they deactivate one robot, they can deactivate the others. while Spider-Man comes up with a fallback plan. He modifies the robot's built-in clock and synchronizes it with the current time. This resets the detonator, giving the Avengers the time they need. With the help of Quinjets, the Air Force and Thor, the Avengers get rid of the bombs and Spider-Man is praised by his efforts.

Peter gets back to work to the Front Line, but Ben Urich can't pay him because the paychecks come by the end of the week. J. Jonah Jamaeson goes to the Front Line and informs Joseph Robertson that they bought the Daily Bugle name back from Dexter Bennet's shareholders and wants them to remake the Front Line building into the Daily Bugle.

Peter goes to his apartment where he finds Michelle moving out. She says that since his brother is out on parole, she is going back to Chicago. This forces Peter to look for a new place to live.

John Jameson Sr. and May Parker visit John Jameson Jr. and Marla. There, Marla talks with May and says that she has new job offer for Peter.

Peter returns to his aunt's house, where he finds Marla. She takes him to meet Max Modell, the chief of Horizon Labs.

In the Raft, Mac Gargan is separated from the Venom symbiote. There, they plan to study the symbiote, instead of giving it to the private sector. There, he meets Grady Scraps, who has been extracting light from reflective surfaces to turn mirrors into security cameras. He also meets Sanjani Jaffrey, who is inventing a machine that can create reverbium, an artificial version of vibranium. However, the machine emits a powerful wave that reflects the sonic vibrations and amplifies them. Peter and the others are caught in a small hurricane. However, Peter manages to turn the machine off. After a quick quiz, Peter is hired and receives his first paycheck.

Later, Spider-Man uses his webs to create a hammock under the night sky and uses it to rest, planning to use his new paycheck to find an hotel suite to live.

In the Kingpin's building, the Kingpin is informed by one of his agents about the incident in Horizon Labs. He then presents the Kingpin to his newest agent, the Hobgoblin.