There's a sinister reunion of the first super villain group Spider-Man ever fought in the making, the deadly Sinister Six. Doctor Octopus is gathering up his old partners for a scheme that will shake the earth to its very core.
Our story kicks off with Electro moving at high speed thru the city along some power lines. He's after an experimental super conductor, which is locked in a warehouse. After breaking in easily, Electro takes out the security guard inside. Unknown to Electro, Spider-Man had been watching outside and snapping some pics. He knew this place would be a ripe target for a break in.
Inside the warehouse, Electro juices up his power by squeezing on some severed power cables. Spidey enters the fray, and Electro immediately starts attacking him, firing electric bolts everywhere. Electro juices up some more on the cables, and nearly fries Spider-Man. Spidey realizes he needs to take out Electro quickly. Suddenly, from behind them the vault shatters, as four metal arms come smashing through it straight at Spider-Man. Doctor Octopus emerges, and is less than pleased to see Spider-Man present. As Ock keeps Spider-Man busy by holding him off with his four tentacles, Ock has a little chat with Electro. It turns out the super conductor was just a rumor started by Ock to lure Electro there. Ock has a proposition for Electro. As the sirens get closer, Electro asks if Ock has an escape route from here. Ock smashes the ceiling revealing a flying aircraft waiting. Electro gladly agrees to go with Ock. Ock decides to start a wall crumbling towards the unconscious guard, in order to keep Spider-Man busy while they escape. And of course it works.
The next day at ESU, Peter is working in the lab of Dr. Evan Swann, who tells him of a Ley lines experiment the college, in association with Cordco Inc and Stark Enterprises, is planning to conduct. They intend to spray some dye into the planet's atmosphere to study some invisible beams of magnetic force which span the globe. Suddenly the corridors of the college are flooded with excited students, as one of them declares "He's here". They all head to the roof of the college, where they stunned students see Iron Man delivering a piece of equipment on behalf of Tony Stark for the college's energy experiment. As Iron Man flies off, Peter is jealous at all the compliments and awe Iron Man is getting from the students. So he slips out and changes to Spider-Man, then leaps onto the roof and lifts up the large piece of scientific equipment, asking where would they like it put. However the students couldn't be less interested in Spidey's presence, and walk away still talking about Iron Man. Spidey realizes that he's shown up here so often that they treat him like the college mascot now.
At the Television studio of the soap opera 'Secret Hospital', MJ is shooting a scene, which is abruptly interrupted by her angry director who insults her for screwing up a word in her dialogue, and storms off. MJ is very angry, but her co-star tells her its not his fault. He's having some marital problems, his wife drinks alot. Meanwhile the director Hal is standing off side of the set, and regrets what he said to MJ. He tells his assistant to send some flowers to her trailer, and that he'll apologize in person later. Suddenly a lighting set piece falls on him, knocking him unconscious. It turns out that the safety line to it was cut.
That evening Peter and MJ go out to visit Aunt May in Forest Hills. MJ is still upset about what happened on the set, so Peter decides not to burden her with his bruised ego. When they arrive at May's, May's boyfriend Nathan Lubensky says he's going out for some air. Aunt May worries about him going out alone, as he is confined to a wheel chair and is very ill. She asks Peter to follow him. Peter follows Nathan to a bank, in which he spends quite some time in. When he finally comes out he's carrying a bag in his lap. Peter suddenly notices four thugs following Nathan. He slips into an alley and changes into Spider-Man. As Nathan moves thru the park, he is confronted by the four thugs, who snatch the bag from him. Spider-Man moves in, knocking several of the thugs out swiftly. However the fourth one has grabbed Nathan and has a knife at his throat. He tells Spider-Man to leave or he'll kill Nathan. As Spidey starts to swing off, the thug he smacked in the face with a walking cane by an old woman who was nearby. Spidey takes advantage of it, and web lines the thug up to him and knocks him out with a resounding punch to the face. Nathan is breathless and clutching his heart. He gasps for his pills, which the old woman takes from his coat pocket and gives to him. Spider-Man picks up his bag, which has opened during the scuffle, and he sees a fortune in money inside the bag. Nathan grabs the bag off Spider-Man angrily, then grumbles "Thanks" as he moves off quickly in his wheel chair. Spider-Man calls Nathan a grump, but the old woman says Nathan is not grumpy, he's just scared because his future is short. Spidey realizes he may have been too hard on Nathan.
Back at Aunt May's house, Nathan returns and heads straight for the bathroom to wash up for dinner. Peter arrives shortly after, and assures May that Nathan never knew he was following him. Peter worries about how Nathan got all that money, or what he plans to do with it. Will it put Aunt May in danger?? Fear may be making Nathan a grouch, but fear can also make people do desperate things. And dangerous things.
In a residential section of Brooklyn, Sandman, under his new alias of Sylvester Mann, is returning home from his study at the local library. Suddenly a tentacle claw grabs his shoulder, as a voice behind him says "Sandman". His body turns to sand as he slaps the tentacle away from him saying "Back off". Doc Ock is standing in the dark shadows with his four tentacles snaking all around him. He tells Sandman that he has a job for him. But Sandman declines, saying he's gone straight. "Now leave me alone, or I'll sandpaper ya down to yer bare bones!" he tells Ock. "Ah. But then what would happen to the Casadas??" Ock says. The Casadas are the family Sandman boards with. Ock leads Sandman inside, where a package is waiting addressed to him. Ock informs him that there is explosives inside which ignite upon opening. "Imagine if I had addressed it to Mr or Mrs Casada, or their children" Ock says coldly. Sandman is seething with anger, but then his face drops, as he reluctantly agrees to do whatever Ock wants. Ock declares that he's preparing the crowning caper of his criminal career, and that's why he's gathering up his old partners. Because he is assuring his success at the hands of a new and unstoppable SINISTER SIX!!!