Doctor Octopus hacks into Iron Man's armors and sends one to kill Norman Osborn. While Norman blames Iron Man for the attack and threatens legal action, Spider-Man recovers a tentacle from an Octo-Bot and learns more about Doctor Octopus' history with both Oscorp, Doctor Connors and Norman himself. Doctor Octopus then attacks the Helicarrier in an arc reactor-powered suit of armor, created from a replica of Tony Stark's own arc reactor, and abducts Norman and Harry, so Spider-Man dons the Iron Spider suit to save them.

Peter is horrified when Aunt May goes on a date with his principal and secret S.H.I.E.L.D. handler, Agent Phil Coulson. Things get even more complicated when the high tech assassin, The Beetle, returns.