As most of Spider-Man's foes are busy arguing, The Swarm decides to finish the beaten and helpless Spider-Man, covering him in bees. Dissapointed that he won't be the one to kill Spider-Man, Doctor Octopus leaves the battlefield, unaware that his cousin Hargrove is watching, and is desperate to stop him. Meanwhile the other villains; Vulture, the Beetle, Stegron, Rhino, Boomerang, Strikeback and Leila Davis, fight amongst themselves over the Nuclear Blaster. Strikeback shoots Vulture out of the sky and blows up one of Boomerang's weapons. Beetle grabs a vacant truck and throws it at Leila, who catches it and throws it back, but in her anger she misses. She continues to pummel Beetle anyway, electrocuting him and shooting him into the ground.
Boomerang is disposed of when Strikeback one of his boomerang, making him sick and knocks him out. When Leila attempts to take revenge on the paralyzed Beetle, Strikeback stops her, telling her that revenge is not the way. Suddenly Spider-Man wakes up, kicking away Swarm's bees. Suddenly Stegron attacks Slayback, crushing him in a vice grip with his tail.
Meanwhile in Dr. Octopus' secret lab on the Lower East Side of New York, Octavious is finishing up the creation of a set of Adamantium arms. Before he can put on his new weapons, the Answer breaks in. While he is shouting at Otto, the Adamantium legs sneak up from behind and capture the superhero. Back at the supervillain fight, a weakened Vulture swoops in grabbing the blaster, but he is kncoked from the sky by Rhino, who takes the blaster. Spider-Man suddenly swings into Rhino, causing him to accidently fire the blaster, hitting Swarm, killing him.
Back in Octopus' lab, Hargrove appears with a gun. Octopus easily defeats Hargrove and Answer, but before he can finish either of them off, the police arrive. Octopus flees, but Answer is shipped to the Raft. Meanwhile Strikeback defeats Stegron with a shot to the head. Spider-Man arrives and webs up Strikeback, but Leila uses the opening to fire the blaster, only to learn that Rhino used it all when he accidently killed the Swarm. Spider-Man grabs the blaster but Strikeback and Leila teleport into the future. Spidey takes one last moment to look over the defeated supervillains before leaving.