After Tony Stark eliminates Dr. Ohn’s research on dimensions, Ohn makes a deal with the Kingpin. After a malfunction in his new lab, Ohn is sucked into another dimension and becomes a powerful being, know as The Spot.
A giant lizard has been spotted in the subways and Jameson is willing to pay $1,000 to the photographer who gets the creature on film. Peter turns to his college professor, Dr. Curt Connors, for answers. But not the answers he expects.
Baron Mordo is back. He is planning to steal Tony Stark’s technology on dimensions so that he can bring the being known as Dormammu to Earth. But he will also need the help of Spider-Man’s greatest enemy: Venom.
The Venom symbiote has produced a new symbiote, attaching itself to serial killer Cletus Kasady to give birth to Carnage. As Venom’s replacement, Carnage helps Mordo with his plans. Now, Spider-Man must team up with Venom and Iron-Man.
Five of the Forgotten Six reunite and team up with Spider-Man to stop the Kingpin from activating the Dooms Day Weapon. But during the process of activating it, Captain America and Red Skull are returned.
Jameson is becoming obsessed with destroying Spider-Man. So he hires a man named Mac Gargan to try out a new scorpion suit, made in the laboratories of Empire State University. But the mutation of the suit begins to turn Gargan into a monster.
Spider-Man seeks help from Prof. Xavier and his X-Men about the mystery behind his own mutation. Beast advises him to hear Herbert Landon’s presentation for a cure on mutation. But unknown to everyone, Landon’s new cure is actually meant to kill mutants instead.
Doctor Octopus and Kingpin break Felicia’s father, John Hardesky aka The Cat, from prison. As a boy, The Cat witnessed the creation of Captain America and knows the formula they used. Now Kingpin wants the information for himself.