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Spidey's fellow superheroes have been replaced by synthetic replicants by the evil Dr. Zola. Who can Spidey trust to help save the S.H.I.E.L.D. Academy?
Spider-Man is the only one prepared to support Triton of the Inhumans as he returns to his home city to stop his people attacking and save New York from a war between S.H.I.E.L.D. and the Inhumans.
While freeing classmates Spider-Man is captured by Arnim Zola and absorbed into his body. The freed friends must fight Zola to help Spider-Man escape the madman.