Main plot
After bringing a firefighter to the hospital for injuries sustained during an attack by Equinox, Spider-Man arrives at Horizon Labs and learns Mayor J. Jonah Jameson plans to shut down Horizon. At the Sinister Six's underwater base, Doctor Octopus activates a giant antennae called the Octahedral which in turn activate his satellites called the Octavian Lens. The Octavian Lens speed up the Greenhouse effect, raising the Earth's temperature. Hacking into the TV screens around the world, Doctor Octopus announces what is happening and reveals he also has technology to fight global warming, so that he can be known as the man who "gave you the greatest gift of all...a future." Peter Parker dons a new Spider-Man costume he had prepared in anticipation for the Sinister Six's next attack and meets up with the Avengers. [22]
In a flashback, the Sinister Six are shown stealing objects from around the world to further their plans. In the present at Palazzo Senatorio, an international meeting of the world's greatest minds and the world leaders discuss Doctor Octopus' offer. The Avengers and Spider-Man try to convince the leaders they cannot negotiate with a supervillain. When Al Gore says that Doctor Octopus would save them, Spider-Man punches him, revealing to everyone that Gore is the Chameleon in disguise. Spider-Man explains his new costume can detect which person is actually Chameleon. Meanwhile, at Horizon Labs, Mayor J. Jonah Jameson gives orders to shut down the laboratories, saying he doesn't care about the rest of the world. Back in Rome, a transmission from Doctor Octopus states he has activated the Octavian Lens which are blocking the harmful UV rays from the sun in order to reinforce his offer. Spider-Man is forced to let Chameleon go, but secretly places a Spider-Tracer on him. They follow Chameleon to the Mediterranean Coast where the rest of the Sinister Six is waiting. Although Thor is able to hurl Electro into the upper atmosphere, the Sinister Six successfully subdue the Avengers using the objects stolen in the flashback. Doctor Octopus says he has succeeded in another goal, defeating Spider-Man. [23]
As the remaining five members of the Sinister Six depart, Silver Sable arrives, and manages to rescue Black Widow and allow Spider-Man to track the Sinister Six. As Doctor Octopus issues his demands for two hundred facilities to be turned over to him to launch the missiles needed for the process to start, Spider-Man contacts Horizon Labs for help. Tracking one of the facilities in the Sahara Desert, Spider-Man, Black Widow and Silver Sable confront the Sandman. Spider-Man identifies and isolates the one grain of sand containing Sandman's consciousness. Inside the facility they realize it is a decoy as it was producing hollow shells of satellites. Doctor Octopus contacts the UN and orders them to turn their resources towards killing the 'global terror' Spider-Man. [24]
Over the course of the next three days, Spider-Man, Black Widow and Silver Sable make hit-and-run attacks on the factories that are constructing Doctor Octopus' satellites. In Korea, they defeat the Rhino with Spider-Man's electrified webbing. However, S.H.I.E.L.D. forces arrive on the scene to arrest Spider-Man and his allies. With nearly all of the Earth's governments siding with Doctor Octopus, Spider-Man is considered Global Public Enemy #1. Back in New York City, Mayor Jameson declares martial law and has his Anti-Spider Squad patrol the streets to prevent looting. Mary Jane waits for Peter's return, confident that he will win against Doctor Octopus, and plans of a way to show everyone how much of a hero he truly is. Silver Sable begins to show signs of romantic feelings toward Spider-Man. After interrogating the captured Sandman for information they receive a surprising message from the Titanium Man. Spider-Man rallies Union Jack, Sabra, Kangaroo II, and the Big Hero 6 (consisting of GoGo Tomago, Hiro Takachiho, Fredzilla, Honey Lemon, Wasabi-No-Ginger, and Ebon Samurai) to help stop the construction of Octavius' satellites. Spider-Man's group finds a deserted factory near the border between Symkaria and Romania. Doctor Octopus appears on the monitor, claiming victory as the last of his satellites had already been launched. When Spider-Man goads him to prove he was going to save the world, Doctor Octopus instead admits that Spider-Man was right all along. Octavius does not want the 'mediocre and mundane' to live on while his genius dies, and begins to burn everything on Earth's day side. [25]
While Spider-Man, Black Widow, and Silver Sable are tracking down Doctor Octopus' location, Spider-Man's allies invade other facilities. In Japan, Big Hero 6 defeat Everwraith. In another facility, Sabra fights through an army of Octobots until she is shot by Crossbones. In Australia, Kangaroo II enters a facility and is ambushed by Lady Deathstrike. In another facility, Titanium Man is defeated by Scorpion. [26]
As Spider-Man and his allies exit the factory, they see Symkaria being burned by Doctor Octopus' satellites. They are unaware that it is a ruse created by Mysterio and the Chameleon to distract them from the actual completion of the satellites. Meanwhile, Doctor Octopus again asks the people of Earth to aid him against those who are trying to stop his plans. He learns of Mysterio and Chameleon's actions and is enraged that Chameleon is battling Spider-Man in what Doctor Octopus believes should be HIS final duel with the wall-crawler. He takes control of Chameleon's battlesuit and tries to destroy Spider-Man, allowing Spider-Man and the others to realize Symkaria's destruction is fake. After defeating the battlesuit, Spider-Man convinces Mysterio to switch sides with the argument that $2 billion will be worthless if Doctor Octopus destroys the world. The team is led to a location in Guatemala where they are attacked by Octobot-controlled Avengers. During the battle, Spider-Man realizes all the inventions he has created at Horizon Labs have been hacked by Doctor Octopus. [27]
Although the Octobot-controlled Iron Man knocks out Hawkeye and Black Widow, Spider-Man's new kung-fu training allows him to defeat Spider-Woman while Silver Sable knocks out Captain America, who was holding back to give her a chance. Spider-Man immobilizes Thor by tricking Octavius into taking full control (making Thor unworthy to wield his hammer), and Mysterio frees Iron Man and Red Hulk by using an EMP to disable the Octobots. While Thor, Hulk and Iron Man fly up to destroy Octavius's missiles, Mysterio gives Spider-Man and Silver Sable a ship that can take them to Doctor Octopus's sea fortress, then escapes. Upon arriving, they are confronted by the Rhino, still Octopus's ally, who pins Sable to the floor as water begins to flood the corridor. Silver Sable orders Spider-Man to leave her. Spider-Man finds Doctor Octopus who traps him with all eight arms. Doctor Octopus reveals he has calculated that 0.08% of Earth's population will survive, with those fifty thousand remembering him as the greatest mass murderer of all time. Unable to convince Doctor Octopus that the heat he is generating will fry the brains of the survivors, Spider-Man breaks free and destroys his enemy's equipment. Spider-Man is left to mourn the death of Silver Sable as he is rescued by the Horizon Labs staff on their boat. Spider-Man asks the Horizon Labs staff to build a life support unit for Doctor Octopus. [28]
