Flashback, the Sinister Six are stealing some objects around the world, which could be necessary for their further plans, each one is connected in some way with one Avenger.

Present, at the Palazzo Senatorio, a international meeting of World's greatest minds and leaders is carried out, about Doc Ock's supposedly offer to save the world. The Avengers interrupt. Spider-Man wants them to realize they can't negotiate with that kind of psycopath. Al Gore states that Doc Ock would save us, without a counterargument, Spider-Man punches him, revealing him to be the Chameleon, who thanks to his new costume, Spider-Man detected.

Meanwhile, at Horizon Labs, Mayor Jameson orders to shut down all energy, in his effort to close the laboratories.

Back to Rome, Octavius announces he just activated his Octavian Lens again, but this time, blocking all harmful effects of UV rays on Earth, to reinforce his statement that he can save the world. After letting Chameleon free, the Avengers follow him, thanks to a Spider-Tracer, to a meeting he's having with the rest of the Sinister Six in the mediterranean coast.

Using many of the object he stole from many places time before, the Sinister Six subdues the Avengers, while Spider-Man is the only hero standing.