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.

Peter is framed for a crime he didn't commit and it's up to blind lawyer Matt Murdock to prove his innocence, who is also known as the Man Without Fear, Daredevil.

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.