Somewhere near where the battle of the Sinister Six against the Avengers was fought, a mysterious invisible figure rescues Black Widow from a crushed Quinjet, and leaves an explosive.

Back to the beach were the Sinister Six won their battle, Spider-Man is trying to gain time by making Doc Ock talk. But he known Spidey's intentions, meanwhile the rest of the Sinister Six are carrying the fainted Avengers to the giant Octobot. At the moment Spider-Man makes Ock talk, the Quinjet explodes. In that second, Otto loses his attention and Spider-Man disappears. Doc Ock searches for him but he resigns and gets in the Octobot, where they leave.

When a voice says "They're out of range", Spider-Man and Widow are uncovered from an invisible blanket, and their savior is revealed to be Silver Sable. The three of them get in her invisible jet, where Spider-Man sees how his suit was damaged, in that moment, Spidey recieves a call from the Horizon Labs staff, who are using a floating laboratory in international waters after Jameson shut down the energy of the main headquarters.

Back to Rome, the leaders of all the world's nations are giving their verdict about accepting Octavius' help or not. The decision is unanimous. After every country agrees, Octavius dictates his demands, to delete all criminal recods of his Sinister Six, to deposit 2 billion dollars in their private bank accounts and create the Octavius Academy.

When Octopus mentions his mass producing factories of micro-satellites to build better Octavian Lens, the Prime Minister of Symkaria gives Silver Sable the coordinates via camera of those locations. Then they lead to the Sahara.

In the way, Spider-Man asks Horizon for help in building a new device for his costume, a project called "Pink Hippo".

When they finally arrive, Spider-Man suggests infiltrating the base using guard's clothes, but when they enter they find themselves with a factory run by thousand of octobots. Widow gets a box with a piece of the satellites they are constructing, but it's empty, finding out it was a trap.

When they are escaping the factory, a giant Sandman is waiting for them. After spraying Marko with a radioactive solution, Spider-Man turns his lenses on, revealing a special sand grain in Marko's body which acts as a "queen bee", telling the other grains what to do.

When he finally connects it to his suit, he uses a smartphone to send it special orders, like making a dome and preventing the heroes from being smashed by Sandman. After bothering him by making him do many different figures at the same time, Spider-Man makes Marko think of his (presumably) daughter, Keemia. He manages to find Sandman's "queen bee" gain, take it and isolate it, defeating Sandman.

Using the attack to the factory as an excuse and his position in the matter, Octopus demands Spider-Man be captured.