Chapter Summaries

Peter reflected on how his role as an Avenger had made being Spider-Man feel like work, then spent time revisiting familiar places around New York with Cindy. He remained unsure whether he belonged with the Avengers, but ended the chapter feeling happier as Spider-Man in New York.

• Peter talked with hot dog stand owner Miller, who pointed out that Peter made being a superhero seem like a job.
• Peter reunited with Flash Thompson at Miller’s stand, then visited Laurie and checked on her pigeon Carl.
• Peter sat atop the Empire State Building and told Cindy he had lost sight of being a friendly neighborhood Spider-Man amid growing crises.
• Peter and Cindy swung through New York and visited its landmarks together.
• Peter told Cindy that he felt more alive and happy being Spider-Man in New York, then welcomed himself back to the city.

Otto Octavius planned enhancements for the Sinister Six to help them defeat Spider-Man, including a serum to strip away Spider-Man’s powers. After his failing body stopped cooperating, Otto transferred himself into a young clone and resolved to make Norman Osborn pay.

• Otto watched footage of Spider-Man defeating Nimrod and concluded he would need to corner Spider-Man quickly to avoid his Space Slash.
• Otto planned upgrades for Mysterio, Electro, Rhino, and Scorpion, including using Max Dillon to detect Mysterio’s illusions and the Erskine Serum to strengthen Scorpion.
• Otto contacted Hydra, believing he was dealing with the Pentagon, and arranged for Mr. Griffin to take Sandman to the sorcerer Belasco to address his spirit-body weakness.
• Otto prepared a serum intended to strip Spider-Man of his powers and believed he could also deal with the symbiote.
• When Otto’s current body failed, he smashed his hand in frustration, then transferred into a young clone and reattached his mechanical limbs and artificial symbiote.
• Otto declared that he needed a complete body and that Norman Osborn would pay.

Peter and Gwen headed to The Charity Ball, where Aunt May put them to work helping Felicia Hardy bake cookies. The chapter left Gwen surprised to discover Felicia was there.

• Peter and Gwen joked about J. Jonah Jameson's latest attack on Spider-Man while riding the bus to The Charity Ball.
• Peter explained that Martin Li made people who could support themselves leave The Charity Ball rather than freeload.
• Peter and Gwen arrived at The Charity Ball and went to the back kitchen, where Aunt May greeted them.
• Aunt May told Peter and Gwen to help Felicia Hardy make cookies, surprising Gwen because Peter had not told her Felicia came there.

Peter and Gwen helped Felicia bake and distribute cookies at The Charity Ball, where Felicia worried about Jessica’s worsening condition and asked Peter to visit her if the worst happened. After learning the Avengers had mobilized to investigate the Winter Soldier, Peter stayed in New York, uneasy that Otto and the Sinister Six might soon make a move, but no attack came that day.

• Felicia welcomed Peter and Gwen to The Charity Ball and prepared cookies for its residents.
• Peter told Felicia that the city’s major crime bosses were imprisoned and discussed Jessica’s declining condition with her.
• Felicia asked Peter to see Jessica if she became too ill, and Peter suggested Jessica may have already suspected Felicia’s connection to Spider-Man.
• Felicia teased Peter by telling Gwen that he had recommended The Charity Ball, prompting Peter to consider explaining the truth to Gwen.
• Peter learned that the Avengers were investigating the Winter Soldier and stayed in New York to handle other situations.
• Peter remained on guard for the Sinister Six until he and Gwen left The Charity Ball in the afternoon, but no one appeared.

Otto and the Sinister Six attacked New York while the Avengers were in Europe, using Sandman to disrupt the power grid and target Spider-Man. Peter faced Sandman and Scorpion alone as the X-Men were diverted into a sandstorm by Conqueror Kang, where they encountered En Sabah Nur.

• Otto revealed that he had made a deal with Mr. Griffin to eliminate Spider-Man while someone else dealt with the Avengers and other heroes.
• After Electro lost access to New York's power grid, Otto ordered Sandman to create a sandstorm and disrupt the city's electrical system.
• Peter contacted the Fantastic Four and X-Men for help, then set out to confront the gigantic Sandman as Venom joined him.
• Peter's magic failed against Sandman, who invoked Belasco and concealed the Sinister Six's movements in the sandstorm.
• Scorpion attacked Peter with a stronger mechanical tail, and Peter realized the X-Men had not arrived and might be in trouble.
• Conqueror Kang intercepted the X-Men in Hell's Border and sent them to the sandstorm, where they met En Sabah Nur, who called himself Pharaoh Ramatu's slave.

Peter fought Scorpion and Mysterio while trying to uncover how the Sinister Six’s attack worked, but Electro’s real lightning storm exposed Otto’s trap. Peter rushed to save a falling news helicopter and was seized by Doctor Octopus, who revealed he had developed a new way to exploit symbiotes.

• Peter realized Scorpion had been enhanced with the Erskine Serum and used Venom to withstand his attacks.
• Peter recognized that Scorpion was suppressing his Spider-Sense while Mysterio used illusions to make Electro, Rhino, and Sandman appear.
• Mysterio ended the illusion as the real Electro unleashed a lightning storm across Manhattan, disrupting the Daily Bugle’s broadcast and sending its helicopter crashing.
• Peter evaded Scorpion and used webs to slow the helicopter, then entered it to rescue the pilot, cameraman, and reporter.
• Doctor Octopus trapped Peter inside the helicopter, revealed his tentacles were covered in artificial symbiotes, and explained that he had discovered a way to destabilize symbiote molecules.

Peter used an electronic virus and specially prepared restraints to defeat Otto, Rhino, and Electro, though Venom could no longer bond with him. With Mysterio and Scorpion still active and Sandman altered by Belasco, Peter realized Mysterio’s illusions had returned.

• Peter escaped the helicopter wreckage as Otto crashed to the ground, then revealed that his virus had disabled Otto’s mechanical limbs.
• Peter used conductive threads and metal cars to immobilize Rhino, who said he was fighting because Octavia had cured his wife.
• Peter powered his Speed Suit with his bioelectricity and pursued Electro, then trapped him in a web designed with Magneto’s help and drew a charge from him.
• Peter counted Mysterio, Scorpion, and Sandman among the remaining threats and noticed that his sonar image no longer matched what he could see.

Peter fought the Sinister Six, but Mysterio’s Reversal Serum stripped away his powers and he fell from a building. Venom protected him as he vanished, while the symbiote later engulfed Flash Thompson.

• Peter used his Speed Suit to overcome Mysterio’s illusions, shattered Mysterio’s helmet, and electrocuted Scorpion.
• Sandman restrained Peter, but Peter turned the sand into glass and broke free before Doctor Octopus released smoke containing the Reversal Serum.
• The serum overwhelmed Peter, and he fell as he saw visions of the three spiders that had bitten him.
• Venom wrapped around Peter to keep him from dying in the fall, but the Sinister Six found only his discarded Speed Suit.
• Flash Thompson retrieved the suit, and black fluid surged out and engulfed him.

Conqueror Kang announced that a future spatial rift would destroy Earth and demanded control of the world, while the Sinister Six seized Manhattan. As Otto targeted Dr. Jonathan Drew and Peter’s allies began preparing to reach him, Cindy Moon set out to rescue Peter.

• Electro took control of Manhattan’s power grid and Avengers Tower, allowing Conqueror Kang to broadcast his arrival and display his fleet to the world.
• Conqueror Kang claimed he had come from the 31st Century to prevent a 2015 catastrophe and ordered Earth’s governments to disband.
• Doctor Octopus announced that the Sinister Six would control Manhattan and use Electro’s electromagnetic grid to prevent unauthorized entry or escape.
• Sandman and Scorpion cornered Dr. Jonathan Drew and Jessica, demanding that he continue treating his daughter with unstable spiders while Silvia watched from a distance.
• Cindy Moon sensed Peter’s condition worsening, asked Nick Fury to contact Gwen Stacy and Kitty Pryde, and requested Pym Particles so she could enter Manhattan.

The Avengers debated whether to help Manhattan or prepare for Conqueror Kang, while the Sinister Six continued their takeover and the X-Men and Fantastic Four disappeared. At the Daily Bugle, a black-suited Spider-Man attacked Scorpion, leaving Gwen unsure whether the fighter was Peter.

• Tony urged the Avengers to rescue Spider-Man, but Captain insisted they assess Manhattan’s danger and trust Nick Fury’s plan.
• Pym showed Tony satellite images of octopus robots overrunning New York, while the Avengers learned the X-Men and Fantastic Four had vanished.
• The Avengers agreed to travel to Magic City for a meeting of world leaders about Conqueror Kang.
• J. Jonah Jameson praised Spider-Man’s fight against the Sinister Six before Scorpion burst into the Daily Bugle studio.
• Gwen learned from Cindy that Peter was alive but in poor condition, then watched a black-suited Spider-Man fight Scorpion and wondered if he was Peter.

Flash, bonded with Venom, impersonated Spider-Man to distract the Sinister Six and help Peter. He rescued Dr. Curt Connors and left him with Silver Sable, then continued fighting to keep the city believing Spider-Man was still active.

• Flash and Venom fought Scorpion in a television studio, then escaped before Scorpion could use his sonic cannon.
• Venom decided to take Flash to Osborn Industries to find Dr. Curt Connors, who could restore Peter's powers.
• Norman Osborn gave Harry a metal sphere containing a dose of Erskine Serum and sent him out of Manhattan before preparing to face Otto Octavius as the Green Goblin.
• Flash and Venom arrived at Osborn Industries, where Norman and Otto were already fighting, and chose to search for Connors instead of joining the battle.
• Flash and Venom rescued Connors from Rhino, then left him with Silver Sable to guide him to Spider-Man.
• Flash announced that they would keep fighting so New York would believe Spider-Man was still in action.

Harry searched for Peter after the Sinister Six took control of Manhattan and learned Peter was alive but had lost his powers. The group considered using Erskine Serum and a large supply of electricity to restore them, and Peter said he had an idea.

• Harry found Erskine Serum in a sphere from his father and decided to look for Peter.
• Felicia led Harry through the sewers and told him Peter was alive, while the Sinister Six had taken Uncle J. Jonah and Jessica hostage.
• Harry found Peter in a sewer maintenance station alongside a spirit version of Peter, Mister Negative, and Dr. Connors.
• Martin Li explained that Peter's body had been altered by a new symbiote called Anti-Venom, while Dr. Connors said Peter had lost his powers after Otto Octavius's DNA reversal experiment.
• Harry offered the Erskine Serum, and Dr. Connors said activating it would require enough electricity, which Electro controlled across Manhattan.
• Peter said he had an idea.

Otto captured Norman Osborn and forced Dr. Jonathan Drew to continue his research, while Peter and his allies planned to exploit Otto’s coming self-modification to strike back. Peter’s group prepared to scout Otto’s old laboratory and wait for the right moment.

• Otto brought the defeated Norman to Avengers Tower, tied him up, and planned to destroy Osborn Industries before killing him.
• Otto pressured Dr. Jonathan Drew to use his research on Jessica, and Jonathan secured twenty-four hours to conduct the experiment carefully.
• Peter told Black Cat and the others that they should attack while Otto injected himself with the serum, when Electro would be occupied and the Sinister Six might be easier to evade.
• Captain George Stacy reported that many corrupt police officers had joined Doctor Octopus, while Peter’s allies continued building their underground base and seeking support.
• Peter identified Otto’s old laboratory as a possible source of equipment, and the group planned to scout it while waiting for Otto’s enhancement surgery to begin.

Gwen, Cindy, and Kitty infiltrated Manhattan through Electro’s lightning barrier and searched the sewers for Peter. As world leaders formed a joint force to attack Conqueror Kang’s fleet, Nick Fury reported that his team had found Spider-Man and was preparing a counterattack.

• Cindy gave Kitty Pym Particles, and Gwen carried the two shrunken women through Electro’s barrier into Manhattan.
• Cindy sensed that Peter was hiding in the sewers, and Kitty phased the three of them underground.
• Cindy detected octopus robots in the tunnels, and Kitty pulled the group through a wall to avoid them.
• Cindy sensed that Peter was nearby as the three continued searching the sewers.
• President Matthew Ellis attended a United Nations conference where Doctor Doom and Magneto Erik offered forces against Conqueror Kang.
• The United Nations rejected Kang’s demands and formed a joint force to attack his fleet, while Nick Fury told Captain that his team had found Spider-Man.

Gwen reunited with her father and the others, then helped them find a way to restore Peter's powers using a blueprint of the Web-Slinger Base. While the group wondered who the other Spider-Man was, Flash and Venom were overwhelmed by the Sinister Six.

• Captain George Stacy was shocked to find Gwen with Cindy and asked why she had come.
• Gwen learned that Peter was injured and resting, then found him at the temporary base with Dr. Connors and the others.
• Cindy said she could still sense Peter, and Dr. Connors explained that Otto's serum had only temporarily suppressed his powers.
• Gwen offered Peter's Earth-65 spider isotope, but Dr. Connors warned that another spider gene could turn Peter into a creature like the Lizardman.
• Cindy provided a miniature reconstruction of the Web-Slinger Base, which contained the equipment needed to reactivate Peter's powers with Erskine Serum, electricity, and Vita-Ray.
• Gwen asked who the black Spider-Man was, while Flash and Venom fled Sandman and spotted Scorpion approaching.

Flash, wearing the Speed Suit and impersonating Spider-Man, endured attacks from Mysterio and Rhino before the Sinister Six closed in. Silk rescued him and told him Spider-Man needed his help, so they set out to evade the villains and find him.

• Flash fled from Sandman and Scorpion, then ran into NYPD officers equipped with Doctor Octopus's gear.
• Mysterio's illusion disoriented Flash, and Rhino struck him as he tried to swing away.
• Sandman, Scorpion, and Electro pursued Flash as the Sinister Six assembled to eliminate Spider-Man.
• Silk pulled Flash out of the fight and told him people needed to know Spider-Man was still fighting.
• Cindy asked Flash to help her evade the villains and find Spider-Man, who was in trouble.

Doctor Octopus discussed the value of controlling a powerless Manhattan with Kingpin and revealed that he expected the Avengers to lose because Kang held a decisive bargaining chip. After waking in an Anti-Venom suit, Peter planned to use Electro’s power to restore his superpowers during Otto’s experiment, with Flash and Venom set to help.

• Thor, Perun, Ares, and Hercules prepared to lead the first assault on Conqueror Kang’s flagship while Earth’s forces worried that Kang was waiting for them to attack.
• Otto visited Kingpin in Rikers Island, who called Manhattan a dead city and asked why Otto wanted to occupy it long term.
• Cindy returned to the heroes’ base and reflected on discovering that the fake Spider-Man was their classmate Eugene Thompson.
• Peter woke in his Anti-Venom suit, thanked Flash for impersonating him, and explained how Mister Negative’s power had transformed the symbiote remnants in his body.
• Venom chose to stay with Flash, and Peter explained that Otto would enhance himself during an experiment scheduled for around two o’clock the next afternoon.
• Peter assigned Flash to use a machine to take Electro’s electricity and power the effort to restore Peter’s superpowers during the experiment.

The Avengers, Thunderbolts, and Doom fought through Kang’s fleet and reached his flagship, but Kang was absent from the bridge. Kang had been stalling while trying to bring a partially completed Cosmic Cube from the 31st Century to 2013, and the chapter ended with Tony asking how Manhattan was holding up.

• Thor teleported the Avengers and Thunderbolts aboard Kang’s flagship after the heroes fought through the fleet’s shields and time-duplicate warships.
• Pym worried that another Kang could appear even if they killed one, while Tony assessed Kang’s technology and Doom secretly cast a spell.
• Hulk smashed through scarab robots, but the machines repaired themselves as force fields sealed the corridor and more robots attacked.
• Kang explained that the Cosmic Cube’s power followed linear time and could not travel through time, so he planned to finish the Cube partly in the 31st Century and partly in 2013.
• After twenty-six hours, the heroes reached the bridge and found Kang gone; Tony examined the energy readings and asked how Manhattan was doing.

Otto gathered the Sinister Six and revealed that Kang planned to use the Cosmic Cube to remake the world, promising them rewards if they helped eliminate Spider-Man. After the meeting, Gwen urged Mysterio to make things right and asked how to use his helmet.

• JJJ resumed broadcasting reports of resistance as the Wild Pack and the Punisher fought Doctor Octopus’s forces across Manhattan.
• Otto told the Sinister Six that Conqueror Kang was Mister Griffin of A.I.M. and planned to reshape reality with the Cosmic Cube.
• Otto promised the Sinister Six that Kang would grant their wishes and preserve their memories if they helped rule the new world.
• Otto explained that Kang needed them to eliminate Spider-Man while he transferred the Cosmic Cube from the 31st Century.
• Gwen confronted Quentin Mysterio in his room, urged him to make things right, and asked how to use his helmet.

Jessica Drew woke from the spider serum cured of her ALS and discovered she had gained powers, while suspecting Peter Parker was Spider-Man. Doctor Octopus took control of the experiment and left Jessica and Dr. Jonathan trapped in the laboratory, but Jessica noticed the door was unlocked.

• As she slept, Jessica pieced together clues about Spider-Man and concluded Peter Parker was the likeliest candidate.
• Jessica woke cured and found herself stuck to the ceiling, then discovered she could fly but could not break through the laboratory wall.
• Doctor Octopus arrived with the Sinister Six, praised Dr. Jonathan’s spider serum, and revealed he had altered the lab’s spiders for himself.
• Doctor Octopus left Dr. Jonathan and Jessica confined in the laboratory while he prepared to gain Spider-Man’s powers.
• Jessica checked the laboratory door and told her father that it was not locked.