Spidey's fellow superheroes have been replaced by synthetic replicants by the evil Dr.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, the Avengers and the Agents of S.M.A.S.H. battle their greatest foes for the fate of the planet. In the first round Spider-Man is chosen to be part of The Collector's team and is partnered with Hulk and Iron Man against The Grandmaster's team of villains consisting of Kraven, Molten Man and The Wendigo King.