Dr. Otto Octavius becomes the mad Dr. Octopus when his robotic arms become fused to him in a laboratory accident. He then seeks revenge for the humiliation the Hardy Foundation has caused him, so he kidnaps Felicia Hardy and holds her ransom.

Doctor Octopus is blackmailing the mother of Felicia Hardy, and she begins to realize that her family has some dark secrets. Some snooping in the Daily Bugle files by Peter, and a confession by Anastasia Hardy, reveal that Felicia's father was really the Cat Burglar, a thief who got rich from the gains of an enormous heist. The Kingpin joins forces with Doc Ock to spring Hardy from jail, as Hardy holds the secret to the 1940s "Super Soldier" formula that created Captain America. To ensure the Cat Burglar's cooperation, the Kingpin kidnaps Felicia.

Felicia Hardy, now transformed into the Black Cat, is blackmailed into working for the Kingpin until he can replicate more of the "Super Soldier" serum.

While settling in to her new role as a hero, the Black Cat is captured by Alistair Smythe, now working for Silvermane, who is trapped in the body of a baby. Smythe delivers Spider-Man an ultimatum: capture the Scorpion or the Vulture within 24 hours, or the Black Cat dies.