Appearing in 1st story
- Parker Industries
- Johnny Storm
- Cindy Moon
- Francine (First appearance) (Electro's ally) (Death)
- Doctor Octopus (Otto Octavius) (Only in flashback)
- Chameleon (Dmitri Smerdyakov) (Photo)
- Looter (Norton Fester) (Photo)
- Kingpin (Wilson Fisk) (Photo)
- Kraven the Hunter (Sergei Kravinoff) (Photo)
- Morbius the Living Vampire (Michael Morbius) (Photo)
- Norman Osborn (Photo)
- Sandman (William Baker/"Flint Marko") (Photo)
- Spiderlings (Mentioned)
- Guardians of the Galaxy (Mentioned)
- Agent Venom (Flash Thompson) (Mentioned)
- Mystique (Raven Darkholme) (Mentioned)
- Mindworm (William Turner) (Mentioned)
- Purple Man (Zebediah Killgrave) (Mentioned)
- Spider-Man's Web-Shooters
- Red and Blue Suit
- Iron Man Armor Model 42
- Doctor Octopus' Tentacles (Only in flashback) (Cameo)
- Arachnaughts (Mentioned)
Synopsis for 1st story
The story begins with Silk, Spider-Man's Original Sin, living in her home that has no windows and years' supplies of food. After deciding what to eat, she grabs a VHS tape of Spidey fighting Electro for the second time. She places it in the VCR player, and we see her using her powers, similar to Spider-Man's, but the webs come from her index finger and they are organic, to turn the lights out. She then begins to study his moves, and then calls him "Mr. Parker."
Sitting on his couch, Peter finally confesses to Anna Maria that he is Spider-Man, but he is not what people say about Spider-Man or the person she thought Peter Parker was. He then goes on to mention that Doc Ock had been in Peter's body the whole time, and that she was technically HIS girlfriend the whole time. In an attempt to register these revelations, Anna Maria decides to bake some cookies, since that helps her think (although it simultaneously makes her ignore most of what Peter is saying). Peter then says that, thanks to Anna Maria, Doc Ock changed for the better, even though he doesn't mention that she is also the reason why he is alive again. Anna Maria doesn't comment on that, however, instead making Peter taste the delicious cookies before leaving to go somewhere.
Peter reflects on what Otto has done with his life, when he gets an alert from the Avengers saying "We have to talk." He is upset that Otto changed his ringtone to Beethoven's Fifth.
Meanwhile, Electro goes to see his friend Francine after what happened to the prison last issue, where he accidentally destroyed the entire prison, and Francine lets him in. However, Electro tells her to keep a distance, now that his power is out of control.
The Avengers explain that Spidey is late, and Captain America asks why he is wearing pants. Spider-Man explains what happened with Doc Ock, and then says that he doesn't know how to get rid of the webbing that he used to make underpants now that Otto made the fluid indefinite, so he had to wear pants. The Avengers then scan him to see if he is telling the truth, and they get their answer. Captain America tells him this better not be another excuse, after last week's encounter with Flash Thompson. Spidey then says "That's… right. YOU KNEW!" and punches Cap. Suspecting Spidey is still being controlled by something, the Avengers get ready to attack, when Spidey says that he hit him because they never told him Venom was his friend, Flash. Cap says that Venom is now in space, with the Guardians of the Galaxy. Spidey says a lot has changed, and before he departs, Cap makes two requests for him - that Spider-Man always be an Avenger, and that he also get out of the pants, both of which Spidey accepts.
Peter Parker goes back to Parker Industries and Sajani says that the glitch in the Nanite Delivery System has to be fixed right away, and Peter is upset that he doesn't know how to work it. Suddenly, Anna Maria comes over and says she is pregnant. Sajani leaves them, and Anna Maria says that it was just an excuse to get her out of the room. She says she will help him go over the Nanites, because Otto told her how to work it.
Francine is about to kiss Electro, and he is very worried something will happen. In the process, Francine is electrocuted, and dies.
Anna Maria and Peter are talking when Electro attacks. Peter needs to get rid of the web-underwear, and Anna Maria tells him how. He then goes to confront Electro, and Electro is pissed. People tell The Human Torch to help out, but he recently lost his powers. A disguised Black Cat says this is… "Unfortunate."
Spidey tries to stop Electro by using water, but it barely has any effect. This surprises him, and then Electro flees. Black Cat says that she and Electro are even.
Spidey and the Human Torch meet at the Statue of Liberty, and then learns he lost his powers. He comes down to speak, and Johnny Storm gives him all the TV he missed. Peter then reflects on all the villains who have escaped, and comes up with an idea that Parker Industries could work on. They would help Electro with his out-of-control power, and then build New York a new Super Villain Prison.
• Electro’s power is out of control! And only one person can fix it...
• ...the Superior Spider-Man!
• Wait. This book’s the AMAZING Spider-Man now.
• So we’re probably out of luck.
• Plus: That thing that freaked you out last issue? There’s more on that. The return of you-know-who? There’s MUCH more on that. Action! Drama! Surprises! There’s MORE OF EVERYTHING!