As Peter Parker prepares to graduate from S.H.I.E.L.D. Academy, he is visited by Doctor Octopus who threatens to harm Aunt May if he puts on the Spider-Man costume again. Spider-Man refuses to agree and puts Aunt May in protective S.H.I.E.L.D. custody, to capture Doctor Octopus with the help of his team of Web-Warriors and New Warriors. After rounding up Kraven the Hunter, the Rhino, the Scorpion and the Vulture as well as turning Crossbones into a Lizard, Doctor Octopus allows himself to be incarcerated in the Triskelion’s security brig by Spider-Man´s team. The graduation ceremony attended by the Avengers, Doctor Strange, Sandman, Nick Fury, Power Man’s parents, Patrioteer, and Ant-Man. As he ends up breaking out while Spider-Man brings Aunt May to the graduation, Doctor Octopus and his new Sinister Six break free as he ensnares Aunt May. Spider-Man reluctanly injects himself with a serum to cure him of his powers in order to keep Aunt May safe. Doctor Octopus then takes control of the Triskelion where he places a contracting forcefield around the graduation ceremony. The contracting forcefield is starting to close in on the graduation attendees.