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In the Supervillain Holding Facility, Spider-Man is facing The Living Brain who is attempting to swap minds with Spider-Man. After the plan succeeds, "Spider-Man" defeats "The Living Brain", with bystanders, including Ultimate Spider-Man, Spider-Girl, Chief Watanabe looking on. "Spider-Man" retreats to the Octo-Lair, which he renames the Spider's Nest. In the Spider's Nest, he discovers that Peter Parker is Spider-Man, and discovers a latent memory of Peter's, a memory of Uncle Ben serving as basis for him to write out a formula that with great power, comes great responsibility. Denying/rejecting this, his plan is to bring New York to his knees.

At the supervillain prison, Silver Sable and her Wild Pack are held at, "Spider-Man" interrupts and breaks her and unintentionally, Hammerhead out of prison. Breaking out of prison, a police officer tells him that he is letting dangerous criminals out on the streets. As "Spider-Man" webs away, he receives another latent memory of Peter's, causing him to abandon his plans and save an innocent passersby's family.

Back at the Spider's Nest, "Peter" realizes that the latent memories of Peter should prove as a basis to being a hero and tries to reason with Sable, who rejects it. Attacking "Spider-Man" with Otto's Octobots,"Spider-Man" disables them, but Sable reveals her ultimate plan is to detonate a bomb, but "Spider-Man" saves the innocent civilians before they die. Back at the Spider's Nest, "Peter" takes Ben's advice to heart, wanting to become a "Superior Spider-Man".

At Hammerhead's hideout, "Superior Spider-Man" confronts him and severely beats him.

Meanwhile, at the Supervillain Holding Facility, Max Modell discovers the Neuro-Cortex and takes it back with him. Meanwhile, the consciousness of Peter floats around, wondering what's going on.


Superior Spider-Man / Peter Parker
Van Driver
Soccer Kid
Robbie Daymond
The Living Brain, Superior Spider-Man
Old Man
Scott Menville
Miles MoralesNadji Jeter
Max Modell
Goon #1
Fred Tatasciore
Stage ManagerNancy Linari
Uncle BenPatton Oswalt
BurglarBen Diskin
Cop #1
Jim Cunnings
Silver Sable
April Stewart
Yuri WatanabeSumalee Montano
Studio SecuritySteve Blum

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