Appearing in 1st story
Featured Characters:
- Spider-Man (Peter Parker) (Rejoins Avengers)
Supporting Characters:
Antagonists:
- Electro (Max Dillon)
- Felicia Hardy (Disguised)
Other Characters:
- Cindy Moon
- Francine (Electro's ally) (First appearance) (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 Darkhölme) (Mentioned)
- Mindworm (William Turner) (Mentioned)
- Purple Man (Zebediah Killgrave) (Mentioned)
Races and Species:
Locations:
- Earth
- Negative Zone (Mentioned)
Items:
- Spider-Man's Red and Blue Suit and Web-Shooters
- Iron Man Armor Model 42
- Doctor Octopus' Tentacles (Only in flashback) (Cameo)
Vehicles:
- Arachnaughts (Mentioned)
Synopsis for 1st story
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.Appearing in "Filling in"
Featured Characters:
- Sinister Six
- Overdrive (Main story and flashback)
- Beetle (Janice Lincoln) (Main story and flashback)
- Speed Demon (James Sanders) (Main story and flashback)
- Boomerang (Only in flashback)
- Shocker (Only in flashback)
Supporting Characters::
- Looter (Norton Fester) (Only in flashback)
Antagonists:
- Hercules (Main story and flashback)
- Daredevil (Matt Murdock) (Only in flashback)
Other Characters:
- Spider-Man (Peter Parker) (Only in flashback) (Cameo)
- Fantastic Four
- Thing (Ben Grimm) (Only in flashback) (Cameo)
- Reed Richards (Mentioned)
- X-Men (Mentioned)
- Iceman (Bobby Drake) (Only in flashback) (Cameo)
- Avengers (Only in flashback)
- Captain America (Steve Rogers) (Only in flashback) (Cameo)
- Iron Man (Tony Stark) (Only in flashback) (Cameo)
- Thor (Only in flashback) (Cameo)
- Hulk (Bruce Banner) (Only in flashback) (Cameo)
- Wasp (Janet Van Dyne) (Only in flashback) (Cameo)
- Edwin Jarvis (Only in flashback) (Cameo)
- Frightful Four (Mentioned)
- Thanos (Mentioned)
- Ultron (Mentioned)
- Hitler (Mentioned)
- Fred Myers (Mentioned)
- Rhino (Aleksei Sytsevich) (Mentioned)
- Tombstone (Lonnie Lincoln) (Mentioned)
- Hera (Hera Argeia) (Mentioned)
Locations:
- Brooklyn
- The club with no name (Only in flashback)
- Avengers Mansion (Only in flashback)
Items:
- Beetle Armor MK V (Main story and flashback)
- Captain America's Shield (Only in flashback) (Cameo)
- Daredevil's Billy Club (Photo) (Only in flashback)
- Iron Man Armor Model 25 (Only in flashback) (Cameo)
- Mjolnir (Only in flashback) (Cameo)
Synopsis for "Filling in"
Appearing in 3rd story
Featured Characters:
Supporting Characters:
- S.H.I.E.L.D.
- May Parker
- Gwen Stacy
Antagonists:
Other Characters:
- Electro (Max Dillon of Earth-1610) (Illusion or holographic simulation)
- Omega Red (Arkady Rossovich) (Illusion or holographic simulation)
- Scorpion (Max Gargan) (Illusion or holographic simulation)
- Prowler (Aaron Davis) (Illusion or holographic simulation)
- Carnage (Cletus Kasady) (Illusion or holographic simulation)
- Venom (Eddie Brock) (Illusion or holographic simulation)
- Electro (Max Dillon of Earth-616) (Illusion or holographic simulation)
- Lizard (Curt Connors) (Illusion or holographic simulation)
- Green Goblin (Norman Osborn) (Illusion or holographic simulation)
- Hammerhead (Joseph) (Illusion or holographic simulation)
- Doctor Octopus (Otto Octavius) (Illusion or holographic simulation)
- Hulk (Bruce Banner) (Illusion or holographic simulation)
- Spider-Man (Peter Parker of Earth-1610) (Only on screen as a static image or video record)
- Frederick Foswell (Named only)
- God (Invoked)
- Alison Blaire (Named only)
Races and Species:
- Humans
- Cyborgs
- Asgardians
- Mutants (Illusion or holographic simulation)
- Symbiotes (Illusion or holographic simulation)
Locations:
- Earth-1610
- Earth
- North America
- United States of America
- New York
- New York City
- Manhattan
- Docks
- East River
- Long Island
- Queens
- Peter Parker's House
- Manhattan
- New York City
- New York
- United States of America
- North America
- Earth
- Earth-616
- Earth
- North America
- United States of America
- New York
- New York City
- Manhattan
- Mysterio's base
- Manhattan
- New York City
- New York
- United States of America
- North America
- Earth
Items:
- Spider-Men's Suits and Web-Shooters
- Mysterio Avatar
- Doctor Octopus' Tentacles (Illusion or holographic simulation)
- Goblin Armor (Illusion or holographic simulation)
- Iron Man Armor
- Hawkeye's Suit and Trick Arrows
- Mjolnir
Vehicles:
- Goblin Glider (Illusion or holographic simulation)
Synopsis for 3rd story
Miles wakes up with the Ultimates and Nick Fury on the scene. While Ultimate Iron Man tries to find out how Mysterio used such an advanced technology that goes beyond his knowledge, Miles notes to Fury that Peter got away. Fury tells Miles that he surely must be trying to find out on his own what happened to his Ultimate counterpart.
Peter went to the location where his apartment should be and finds out that is a grocery store. Once he enters and tries to talk to the dependant, he manages to stop a robbery attempt. The dependant lady talks to Peter about how the city still mourns the fall of the Ultimate Spider-Man and even lets him see her tablet to discover the news about his death and how his identity became public knowledge.
The next day, May Parker sees Gwen Stacy depart to school, when suddendly, Peter arrives. May and Gwen look in surprise and May begins screaming at him thinking he's a lunatic who's disrespecting the Ultimate Peter but then Peter unmasks himself in front of the women, leaving them in a state of shock.