A childish argument between Spider-Man and Nova gets their entire team grounded. To prove themselves to Fury, the super-youths go through S.H.I.E.L.D.'s database of the most wanted supervillains to see who they can defeat and apprehend in order to impress Nick Fury. When the choices Batroc the Leaper, Blizzard, Melter, MODOK, Toad, Whirlwind and Lady Porcupine prove unpopular, Spider-Man and his team go to Latveria to track down Doctor Doom. The young heroes capture Doom, but things take a turn for the worst when Doctor Doom tricks the team into taking one of his Doombots aboard the Helicarrier.

After a fight with the Living Laser, Spider-Man meets Iron Man, a superhero he idolizes. Impressed by Spider-Man's scientific knowledge, Iron Man builds him a high-tech armor suit called the Iron Spider, which is equipped with an array of powerful weaponry. Despite lacking the necessary skills and having no control over the suit's functions, Spider-Man becomes increasingly smug about his new equipment, which puts a strain on his relationship with the team.