- Hikaru Akatsuki
- Chris Taylor
- Edward Grant
- Spider-Man (Peter Parker)
- Black Widow (Natasha Romanova)
- Pepper Potts
- Akira Akatsuki
- Jessica Shannon
- Wasp (Janet van Dyne)
- Iron Man (Tony Stark)
- Hank Pym
- Venom (First appearance)
- Dr. Akatsuki (Mentioned)
In New York City, Spider-Man, now suddenly dressed in a black costume, stops two robbers from escaping, but in doing so uses far more ruthless methods than usual. He throws cars at them, and ties them up with some webbing on a construction site. The citizens who see him are shocked by this.
In Japan, Hank Pym has come to the Avengers base to help investigate the Dimension Sphere. He is introduced to the Avengers’ partners and told what happened to Dr. Akatsuki. While Dr. Pym gets to work in the lab, the kids make a video message to send to Spider-Man. Hikaru warns the others that Spider-Man’s current streak of violence is all over the news. Naturally, the kids and Avengers refuse to believe anything of what they see, especially the articles from the Daily Bugle. Still, they decide it’s better to investigate, so Captain America, Hulk and Thor go to New York with their partners while Iron Man and Wasp stay in Japan to work with dr. Pym. Akira and Jessica reluctantly agree to stay in Japan as well since their partners need them.
Once in New York, it seems that all the stories are true. Citizens are afraid of Spider-Man, and Spider-Man clearly no longer cares if he puts bystanders in danger when arresting criminals. Captain America is forced to keep a traffic light from crushing a woman and baby after Spider-Man rams the car of two robbers into it. When Cap calls Spider-Man out on his behavior, the two end up fighting and Spider-Man wins. Cap notices that Spider-Man’s speed and strength have drastically increased. Ed wants to help Cap, so Spider-Man attempts to stops the boy from D-smashing Hulk. When it looks like Spider-Man will take Hulk’s DISK, he suddenly stops his attack and urges Ed to run while he appears to be struggling against something. Black Widow interferes and rescues Ed before Spider-Man resumes his attack.
Black Widow reveals that she has orders to arrest Spider-Man, and fights him. Hikaru D-smashes Thor, and he too joins the battle. In the fight, Mjolnir hits a bell tower and the bell’s chime causes Spider-Man to scream out in pain. He quickly flees the scene. The team regroups and Black Widow reveals the truth behind Spider-Man’s strange behavior. A year ago S.H.I.E.L.D. captured an alien lifeform that had come to Earth in a meteorite. They called it Venom and quickly discovered it to be a parasite that can greatly enhance the abilities of the host it attaches too, but simultaneously corrupts its host’s mind and makes them feral. A few days ago Venom was transported to another lab, but the truck it was transported in got into an accident and Venom disappeared. Black Widow thinks that maybe Spider-Man stole Venom to get stronger, which the Avengers refuse to believe.
Black Widow receives an update form her superiors; S.H.I.E.L.D. wants Spider-Man captured by any means necessary. She heads off to confront him again, despite the pleas from Ed, Hikaru and Chris not to. She finds Spider-Man wrecking a police car and a bus, and prepares for battle.