"Ultimate Spiderman 6" is the sixth movie in the Ultimate Spiderman film series.


Aaron Taylor-Johnson as Peter Parker/Spiderman and Ben Reilly/Scarlet Spider

Molly Quinn as Mary Jane Watson-Parker

Susan Sarandon as May Parker

Hunter Parrish as Eugene "Flash" Thompson

Amanda Seyfried as Liz Allan

Gabriel Iglesias as Kenny "Kong" McFarlane

Joseph Fiennes as Dr. Curt Connors

John C. McGlinley as J. Jonah Jameson

James Earl Jones as Joseph "Robbie" Robertson

Kristen Bell as Betty Brant

Harrison Ford as Ben Urich

Chris Pine as John Jameson

Khary Payton as Randy Robertson

Rihanna as Gloria Grant

Richard Gere as Ben Parker

Ashley Judd as Dr. Ashley Kafka

Olivia Wilde as Felicia Hardy/Black Cat

George Wendt as Wilson Fisk/Kingpin

Steven Seagal as Hammerhead

Elijah Wood as Alistair Smythe

Joaquin Phoenix as Dr. Otto Octavius/Doctor Octopus

Michael Rosenbaum as Adrian Toomes/Vulture

Dave Bautista as Alex O'Hirn/Rhino

Greg Vaughan as Max Dillon/Electro

Gale Harold as Flint Marko/Sandman

Danny Trejo as Sergei Kravinoff/Kraven the Hunter

Taylor Lautner as Mark Raxton

Michelle Trachtenberg as Jessica Drew/Spider-Woman

Julie Andrews as Cassandra Webb/Madame Web

Gerald Butler as Richard Parker

Rachel Weisz as Mary Parker

Henry Hopper as Harry Osborn

Ashley Benson as Gwen Stacy

Peter Stormare as Dmitri Smerdyakov/The Chameleon

Robert Redford as Donald Menken

Tom Cavanaugh as Stan Carter

Stan Lee as Wedding Priest

Carlos Knight as Miles Morales


At Ravencroft, Dr. Ashley Kafka observes her patient, Cassandra Webb, who has a horrible vision. Her vision is that a "sinister team of 6 will rampage through the city, creating death and destruction. A menacing mastermind pulls the strings. All will fall, no one will be able to stop them, especially the beloved hero. The city will be doomed." She then screams that everyone will die, causing Dr. Kafka to have her transferred into isolation. In a flashback, Richard and Mary board a plane, but, unknown to them, a bomb was placed on the plane by Norman Osborn. Mary though gets up to use the lavatory, but when she hears a beeping noise, she finds the bomb placed in the cargo hold. She quickly runs to warn Richard about the bomb. As soon as the plane leaves the runway, the plane explodes. But, unknown to Osborn, Richard and Mary managed to escape the plane with parachutes. Back in the present, at Aunt May's house, Peter arrives and greets May, bringing along his parents, Richard and Mary, much to May's shock. May then angrily curses them for leaving Peter years ago and never returning for him, but Richard tries to tell her that Osborn was after their work and believed they were dead, which is why they needed to disappear. Mary then explains to them that after they escaped the plane explosion, she and Richard changed their names and moved to South America, where they studied the rare arachnids in Brazil, hoping to recreate the genetically enhanced spiders that Oscorp stole. In a flashback, in South America, Richard considers calling Ben and May, but when Ben answers the phone, Richard hesitates and hangs up. Richard then says that last year, they received word that both Norman and Harry Osborn was dead, which they saw as an opportunity to return to America to visit Peter, but Mary says that Oscorp is still looking for them, especially now that Donald Menken is the CEO. When they ask about Ben, Peter and May sadly tell them about Ben's murder. Peter then tells them that 5 years ago, he found their genetically enhanced spiders at Oscorp and one of them bit him.

He then shows them his spider-like abilities and reveals that he's been using these abilities to fight crime as Spiderman and honor Ben's code, "With great power, comes great responsibility." Richard and Mary praise Peter for using his abilties for good and are amazed at how their work was able to enhance him. Richard also reveals that Ben's code was actually his code, which Ben lived by. Peter even tells them that Norman and Harry's attempts to recreate the spider-venom was what led to their deaths and that he's been working with Dr. Connors, one of Richard's colleagues, to help study his powers. At Kingpin's base, Kingpin assembles the Sinister Six and assigns Doc Ock as the field leader. Kingpin then tells them that before they can destroy Spiderman, they must first take care of "another threat" to their agenda. At Oscorp, Donald Menken goes to his office, where his assistant shows him the security footage of the airport of Richard and Mary leaving. Donald recognizes them and believes that they'll be reuniting with their son and orders his assistant to send some men to Peter Parker's house, or May Parker's house to find them. Suddenly, there's a large explosion in the bottom level, as Doc Ock, Electro, Sandman, Vulture, Rhino, and Kraven the Hunter break into the facility. Electro uses his powers to shut off the power, shutting off communications and elevators. Rhino and Kraven take out the security, while Sandman uses his powers to seal off all of the exits, trapping everyone within the building. Doc Ock then heads to the weapons lab, while Vulture flies to the top floor. Donald tries to escape in an elevator, but finds out that they're shut off. Donald's assistant though tells him that the helicopter on the roof is ready. Donald then heads to the rooftop, but, before he can board the plane, Vulture arrives and kills the security guards. Donald tries to head towards the helicopter, but Vulture grabs Donald and tells him that the Kingpin sends his regards. He then slashes Donald's throat and drops Donald to his death. In the weapons lab, Doc Ock manages to retrieve some components in order to upgrade their weapons. Doc Ock then orders the Sinister Six to retreat and they manage to escape through the sewers as the cops arrive.

The next day, Peter meets up with MJ, Flash, Kong, Liz, Mark, and Gloria at Liz's apartment, where Liz is coming home from the hospital with baby Normie. As they settle in, everyone asks Peter and MJ about their wedding and if they've even set a date, but Peter and MJ have no answer for them. They then watch a news report about the Sinister Six's attack on OsCorp and Menken's death, much to Peter's horror when he realizes that his worst enemies are free. Peter quickly rushes MJ back to Aunt May's house, where he fears for the safety of his family and tries to arrange for them to stay with Jameson, but Richard and Mary tell Peter that they're not going to leave their home and assure him that they can handle themselves and protect May. Later, Peter takes Richard down to Empire State University, where he reunites him with Dr. Connors, who's shocked at Richard's sudden reappearance and surprised that he isn't dead. The 2 of them then begin discussing their research on biologic artificial spiders and the venom they create. At Kingpin's penthouse, Doc Ock gives Kingpin and Hammerhead a report about their mission at OsCorp and tells them that Menken is no longer a threat to him or his plans and even mentions how he managed to retrieve some components and parts from OsCorp's robotics lab to upgrade his team's suits, especially his, Vulture, Rhino, and Kraven's suits. Hammerhead then orders Alistair to begin making preparations for these villains' suits, while Kingpin compliments Doc Ock's efficiency and tells him that soon, they will have Spiderman's head and take control of New York. At Liz's apartment, Liz starts breastfeeding baby Normie while Flash helps her around her apartment. As he sits down, Liz thanks him for all of his help and tries to kiss him, but Flash pulls back. Flash then tells her that he loves her and that letting her go was one of his biggest regrets. Liz admits that she loves him too, but Flash tells her that he knows that she'll always have a place for Harry in her heart and that she deserves someone better. He then tells her that he'll always be there for her as a dear friend, but admits that with the baby around, they wouldn't have time for a relationship. Liz realizes that he's right and thanks him for being her friend and kisses him on the cheek as Flash leaves. At the Daily Bugle, Betty tells J. Jonah that she needs to take some time off work, due to Ned Leeds' death and needs time to grieve, which J. Jonah understands and gives her a month off. As she packs up her desk, Robbie, Ben, Randy, and John help her and say goodbye to her and wish her the best of luck. In the elevator, Peter bumps into Betty, where she tells him about her leaving. Peter offers to help her carry her belongings out of the building and rides with her down to the lobby. Peter then tells Betty that he'll miss her around the office, especially with how she would help him handle Jonah, and wishes her the best. Betty then thanks him for his help and says that she'll miss his cute sarcasm and wit and gives him a kiss on the cheek before she leaves.

Later, Peter visits Ben at his desk and tells him about his parents' returning, which Ben is surprised about. Ben then tells Peter about the Sinister Six's attack on OsCorp and how each one of these villains have escaped from Ravencroft, but the institute has been keeping their escapes under wraps to prevent the media from finding out. Peter though asks how they've managed to escape, since they were all locked in secure, specifically-designed cells built to contain them and their abilities, but Ben shows them about a photo from the security cameras that he managed to obtain before they deleted the footage, and shows them an image of Hammerhead meeting with Doc Ock. Peter recognizes him from his encounter with Black Cat, while Ben tells him that his name's Hammerhead and that he works for the Kingpin, causing both of them to suspect that the Kingpin might be behind the villains' escape and their formation into the Sinister Six. Randy then walks over and asks what they're talking about, but Ben lies and tells him that he's showing Peter his new article on "gas prices." Peter then excuses himself and leaves, causing Randy to become suspicious. That night, at a bank vault, Black Cat sneaks into the building and uses her claws to slice open a hole in several bank boxes, dumping the contents in her knapsack, including money, diamonds, jewels, pearls, etc, until her foot accidentally hits a laser tripwire, setting off the alarm. Black Cat though manages to escape from the building with the knapsack, until she runs into Spiderman, who was swinging through the city. He confronts her about the knapsack she's carrying, but she tries to lie and tell him it's her gear and then tries to use her charm to seduce him, but Spiderman rejects her advances and takes her knapsack, which he finds to be full of stolen goods. He confronts her about this, but Black Cat tells him that she's just trying to collect this month's rent, but Spiderman refuses to let her take these and leaves them in a web in an alleyway for the police to find. The 2 of them then sit on a rooftop and take their masks off as he tells her about his engagement to MJ, much to her disappointment, but wishes them the best. Peter then tells her about the Sinister Six and how they've all managed to escape from Ravencroft and that Hammerhead helped them escape, which means that Kingpin must be behind all of this, causing Felicia to instantly become angry. Peter then tells her that he managed to find Kingpin's penthouse and was going to investigate later. Felicia asks to join, but Peter refuses, due to her vendetta against Kingpin and doesn't want her to kill him or for her to get hurt, but Felicia tells him that no matter what he says, she'll be following him and going after Kingpin herself, even without his help, so Peter agrees to let her join, but makes her promise to not engage Kingpin. The 2 of them then swing off and arrive at Kingpin's penthouse, where she uses her claws to get in through the skylight. They then sneak in and find Kingpin and Hammerhead meeting with the Sinister Six, where Spidey manages to record their conversation, but Black Cat laces her claws with poison and fires them as projectiles toward Kingpin, much to Spiderman's protests. Kraven though manages to smell the poison with his enhanced senses and catches the claws before they can hit Kingpin. Hammerhead then spots them as Kingpin orders the Six to seize the intruders. Spidey and Black Cat try to escape, but Kingpin activates his security system, locking them inside. Doc Ock then manages to ensnare Spiderman in his tentacles and tosses him in the air, where Rhino slams him through a wall. Black Cat tries to help him, but Hammerhead stops her and tells her that he never got to finish their last "dance." As Spiderman recovers, Electro absorbs all of the electricity in the building, causing the lights to shut off, leaving them all unable to see him, but Kraven manages to find Spidey in the darkness with his enhanced vision and senses and attacks him, but Spiderman, due to his spider-sense, manages to dodge fatal blows, leaving him with cuts and scrapes. Doc Ock then orders Electro to return the power, which Electro reluctantly agrees to do, allowing the villains to see Spiderman again. Spiderman then uses his webs to slam Kraven into Rhino and pins them down with a web, but Sandman attacks him and starts suffocating him with his sand, but Spidey manages to free himself using his shock-webs. Rhino then frees himself and Kraven as Vulture grabs Spiderman and tosses him through the air. Electro then uses his powers to shock Spiderman until Rhino manages to pin him down with his foot, while Hammerhead uses his skull to knock Black Cat back and has Dock Ock restrain her. As the villains gather around them, Spiderman asks Kingpin why he released all of these villains and why he planned against him, but Kingpin tells him that ever since he arrived in New York City, his business has "suffered" due to his heroics and that his activities even resulted in the deaths of his wife and son, which is why he's gathered a team of superpowered individuals with the same hatred for him to help him in his plan to get rid of the wall-crawler and then use them as his own personal army to take control of the entire city.

Spidey though notes that his plan is so cliche for a villain and then points out that he had nothing to do with his wife or son, but Kingpin silences him and orders his team to kill him. The Six though all start arguing over who should get to kill Spiderman, with Doc Ock pointing out that he's the leader, while Kraven argues that killing Spiderman will restore his honor. During the argument, Black Cat uses some smoke pellets to escape from Hammerhead and uses her claws to poison Kingpin, distracting the villains while she helps Spiderman escape. Later, Black Cat brings him to MJ's apartment, where a worried MJ starts using her first aid training to heal his wounds. She eventually calls Dr. Connors over, where he manages to treat Peter's broken ribs. As he rests, he assures MJ that he's fine, but MJ admits that if they do get married, she doesn't want to have to worry every night if he'll come home dead or alive and that being Spiderman wouldn't work for their relationship. Peter admits that she's right, but he can't give up now, especially with the Sinister Six still loose. He then uses MJ's laptop to email the evidence he obtained to Ben at the Bugle. As she prepares to leave, Peter thanks her for saving his life, but Felicia admits that he was right about not seeking her vengeance, since her desire to kill Kingpin led them into danger and he got hurt, but Peter assures her that he's fine and is glad that she's finally able to see the truth. She then apologizes and fires her grappling hook. She then blows him a kiss as she swings off into the night.

In Brooklyn, a group of robbers run out of a convenience store after robbing the owner and run down into an alley. As they regroup and count their stolen goods, a web suddenly snags one of their bags. The robbers look up and spot a man in a red suit, wearing a blue hoodie and web-shooters. They ask if he's Spiderman and what he's doing in Brooklyn, not Queens, but the man says that he's the Scarlet Spider and then defeats the robbers and webs them up for the police before swinging off. The next day, Peter arrives at the Bugle, where Jameson introduces the staff to his new secretary, Gloria, much to Peter's surprise. Gloria tells Peter that she told Kenny about how Jameson offered her a job after she applied for a reporter and is only taking the job as a temp. Jameson then sends Urich to Ravencroft to interview Dr. Kafka about the escaped convicts that make up the "Sinister Six." Peter asks Ben to tag along, but Ben tells him that he's got more "important matters" to tend to. Jameson's son, John then offers to go with him since he's dating Kafka and can get him through Ravencroft for an interview. As Randy comes in, carrying boxes of the new edition, Robbie walks into Jameson's office, telling him about a new hero in Brooklyn. Jameson dismisses this new vigilante as an "amateur copycat," but Robbie tells him that he has police sources telling him that this new hero is using web fluid, similar to Spiderman's and even has a similar costume and calls himself, "Scarlet Spider." Peter overhears this from his desk with his enhanced hearing and smiles, knowing who this new vigilante is. At Kingpin's warehouse, Kraven walks into his brother, Chameleon's room, where Alistair Smythe is overseeing his vitals and making sure he's stable. Kraven asks Alistair how this happened, but Alistair only tells him that he was injured while on the job and is currently in a vegetative state. Kraven asks if he could possibly wake up, but Alistair tells him that those odds are unlikely, since his cyber-chip was ripped out and severed his spinal cord and shut down his nervous system, leaving only his brain alive. Alistair then leaves as Kraven sits beside him and recites a prayer in Russian. He then kisses Dmitri's head before he leaves the room. In Kingpin's office, Kingpin talks with Hammerhead and Doc Ock about their plan, where Hammerhead reveals that their informant at Ravencroft has revealed that the Bugle and the authorities are investigating their prison break, so Kingpin tells Ock to lead the Six to Ravencroft to "tie up some last-minute loose ends." At Ravencroft, Ben and John arrive and ask to speak to Dr. Kafka. When the receptionist asks if they have an appointment, John tells her that he's her boyfriend and is here on business. The receptionist refuses to let her in, but Dr. Kafka walks in and allows them to see her and invites them into her office. Once they sit down, Ben starts asking about the breakouts, which Dr. Kafka reveals has been going on for years and they've tried to keep them under wraps to prevent the media from finding out. Kafka then reveals that there's been a breach in their security, since all of the cells were unlocked using security keycards, which means that they have a corrupt guard. When they ask who it is, Kafka reveals that there's currently an investigation and there's a long list of suspects and even reveals that all of the security footage has been erased and they discovered a secret access tunnel that leads to the back of Ravencroft. Suddenly, before they can continue, the building shakes as Rhino bursts into the building, creating an entrance for the rest of the Sinister Six to enter. As they enter, the security guards quickly surround them as Dr. Kafka, Ben, and John rush out of her office. When they see the panic, Dr. Kafka immediately orders the building to be placed on lockdown and keep all of the patients in their cells. In her cell, Cassandra Webb starts screaming, "The Six have come, they storm the castle gates, the city will quickly be consumed with fire." When the building goes into lockdown, Electro uses his electrical powers to get them through the system into a specific wing. As they march through the hall, Kraven, Rhino, Sandman and Vulture take out the guards, while Doc Ock tells them to find the informant while he completes the rest of their assignment.

In the security room, Doc Ock uses his arms to disarm and take out the guards in the room. He then looks through the security archives and finds the footage of Hammerhead consulting with the informant, a security guard named Stan Carter and uses a USB drive to upload a virus that wipes out the system's entire harddrive, deleting all footage. In the B wing, Dr. Kafka runs down the hall, along with Stan Carter, John, and Ben, who all insist that she head back to their office and stay there until they have the situation contained, but Kafka insists on checking on her patients. Suddenly, the rest of the Six burst into the wing, where they disarm them as Vulture swoops in and tosses Stan across the room. The Six then surround Stan and tell him that the Kingpin sends his regards, despite Stan's panicked protests. They then order Rhino to kill him, but Rhino refuses, telling them that he's not a killer, even though they point out that he killed Captain Stacy, which Rhino deeply regrets. They then ask Sandman to kill him, but Sandman refuses, since he's only interested in the money and doesn't care about this "meaningless business." Kraven then kills Stan by stabbing him with his hunting knife, despite Kafka's protests as she pleads with her former patients to think about their actions and insists that she can help them reintegrate into society, much to their anger. Doc Ock then rejoins them as they all confront Dr. Kafka and blame her for being unable to help them and treating them like "pity projects." John steps in to defend Kafka, but Rhino swats John through a wall, knocking him unconscious, while Sandman uses his powers to restrain Ben. Doc Ock then restrains Kafka with his arms as they plan on torturing her. Electro though reminds him that they don't have time and uses his electrical powers to fry Kafka, charring her body and killing her, leaving her unrecognizable. Doc Ock and the Six then retreat into sewers as the police start to arrive. At Peter's apartment, Peter comes home to MJ, May, Richard, and Mary, who are all watching a news report about the Six's attack on Ravencroft. Peter sees the report and finds out about the massacre, including the deaths of Dr. Kafka and the injuries of the Daily Bugle staff. Peter immediately rushes off, but is stopped by Richard, who insists that Peter stop to think about this before he rushes off and gets himself killed, but Peter insists that he must do something or else the Sinister Six's rampage will continue. Mary and May though agree with Richard and insist that he not go after them, but Peter storms off. MJ follows him and stops him in the hallway, where she begs him to not go after them. Peter though tells her that it's his fault that these super-criminals are here and on the loose and that he must stop them in order to prevent any more people from getting hurt, but MJ stops him and tells him that he will stop them, but not if he charges in and gets killed. Peter though tells him that he must deal with this alone, but MJ insists that he can't do this alone and needs help, despite Peter's protests. MJ though embraces him and tells him to not bear the weight of the world on his shoulders and insists that he stop to think, which Peter agrees to do as he kisses her. He then tells her that he does need to check on his coworkers, but MJ insists that she go with him, which Peter agrees to do. The 2 of them then head down to the hospital, where Jameson, Betty, Robbie, Gloria, and Randy are visiting Ben and John, who's been treated for a concussion. Ben insists he's fine, but John is in a state of shock, due to Kafka's death and the concussion. Jameson tries to comfort his son, but John is unresponsive. Peter and MJ then arrive and give their condolences. Peter and MJ then talk with Ben, who tells them about the Six's attack on the hospital, where Ben reveals that they were after a target, which wasn't Kafka, but a security guard. Ben even mentions that they mentioned the Kingpin before they killed him and believes that the guard was on Kingpin's payroll, but Kingpin sent the Six to eliminate any loose ends. Peter though asks why they killed Kafka, but Ben believes that she wasn't a target, just an unintended causality, who was mostly attacked out of revenge.

Later, Peter heads to Brooklyn, where he swings through the city as Spiderman and meets Scarlet Spider on a rooftop and manages to figure out his secret identity as Ben Reilly, his clone. They take off their masks as they sit on the rooftop, where Ben thanks him for the web shooters. Peter then compliments his costume and his name. Ben then tells Peter about how he got a job as a sales clerk and that he's been using his powers to defend the city. Peter then asks if he's heard anything from the other clone, Jessica, but Ben tells him that Jessica settled down in Seattle. Ben then tells Peter that he heard about the Sinister Six and the breakout from Ravencroft and tells him that he's ready to help him whenever he needs it, which Peter appreciates, but tells him that he doesn't want to get him involved since he should handle this problem himself. Peter then reveals to Ben that his parents are now alive, which Ben finds suspicious and wonders if they're clones as well, but Peter refuses to believe that and insists that they're real. At Liz's apartment, Liz starts feeding baby Normie when Flash and Mark arrive and they talk about the attack at Ravencroft and this new "Sinister Six" group. At Peter's apartment, Peter thinks about what Ben told him about his parents being possibly clones when MJ arrives and asks him about Ben. Peter tells her that Ben is doing fine, but he tells her about what Ben told him and wonders if he's right. MJ though comforts him and assures him that she and May are real. Peter embraces her as he notices her engagement ring on her finger. He then tells MJ that they should set a date, but MJ tells him that he's got more important matters to tend to. Peter though tells her that she's more important to him and doesn't want to put his life on hold because of a threat, causing MJ to smile as they kiss and they agree that they could get married next weekend at the church, invite a few friends and have a small ceremony. Peter then asks MJ to move in with him, which she accepts. MJ then leaves to call Liz and the others. Peter then goes to Aunt May's house, where he tells May and his parents about his wedding to MJ, which they're delighted to hear. Later, Peter heads to the Daily Bugle to announce his upcoming wedding to Jameson and the staff. While Ben, Robbie, and Randy congratulate them, Jameson angrily orders all of them to get back to work and tells Peter that he'll print his wedding date in the paper. When Peter leaves, Jameson then angrily tells his employees that he will fire anyone who doesn't attend the wedding. Later, Peter meets with Flash, Kong, and Mark at Flash's place to tell him about his upcoming wedding to MJ. As they celebrate, Peter tells Kong that he was gonna ask Harry to be his best man, but, since he's gone, he asks Kong. Kong, though flattered, refuses and suggests to Peter to ask Flash instead, since he's still upset over his breakup with Liz. Peter then asks Flash to be his best man, which he reluctantly accepts. Flash then insists on taking them all out for Peter's bachelor party.

Meanwhile, MJ is out on the town with Liz, Gloria, and Betty, who MJ invited as a bridesmaid. The 4 girls head to a dance club to party, while Peter and his groomsmen head to a bar. At Kingpin's base, Kingpin meets with the Sinister Six, Hammerhead, and Alistair, where he discusses his plan to have each member of the Six attack a different part of town and force Spiderman to surrender and reveal himself in front of the whole city. At a dance club, MJ, Liz, Gloria, and Betty enjoy some shots, when MJ bumps into a man on the dance floor, who flirts with her. MJ though starts dancing with him, as the man recognizes her from her performances at the city theater. The man then introduces himself as a fashion photographer and offers her a chance to do a photoshoot for his magazine in Paris. At first, MJ is shocked and doesn't know what to say, as she tells the man that she's getting married soon. The man then offers her 2 plane tickets to Paris and tells her to give him a call when she makes her decision. Meanwhile, at Peter's bachelor party, Peter starts acting nervous and expresses doubts about his wedding, but Flash and Mark brush it off as nerves and try to cheer him up. While Peter goes to the bar, Kong joins him and asks him what's really wrong. Peter though tells Kong that he's worried about putting MJ in danger, due to his life as Spiderman, and is scared that his enemies, especially the Sinister Six, could use her to get to him. Kong assures him that they'll do fine, but Peter insists that he doesn't want her to die like Gwen. Kong though insists that this will be different. Later, that night, MJ arrives home from her bachelor party and is confused about what to do about the offer. She then looks up and sees Spiderman on her ceiling, where Peter offers to take her out for a swing, which she accepts. The 2 of them then happily swing through the city, when they stop on a rooftop. As they sit on the edge, they both talk about their fears and doubts of the wedding, with Peter being afraid that MJ will die like Gwen and MJ being afraid of disappointing Peter and not being good enough for him. MJ then tells Peter about the offer she got at the club. Peter encourages her to take it, since she'll be pursuing her dream, but MJ says that she doesn't want to live her dream without him. As the 2 are about to kiss, they're suddenly attacked by the Sinister Six, with Rhino attacking Spiderman, while Vulture takes MJ hostage. Sandman and Kraven then restrain Spiderman as they remove his mask and see his face. The villains are all shocked that Spiderman was such a young man, but they're all confused about who he is. MJ though accidentally cries out Peter's name, exposing his name to the villains. Peter though begs the villains to kill him instead, but to release MJ. Doc Ock though ensnares MJ with one of his tentacles and dangles her over the edge. Peter begs him for mercy, but Electro uses his powers to weaken him. Doc Ock then drops MJ, sending her plummeting towards the ground, until she's saved by the timely arrival of Black Cat, who gets MJ to safety before she heads back to help Spiderman. As she arrives, Black Cat uses smoke grenades to blind the Sinister Six as she frees Spiderman. As she helps Peter, Kraven and Rhino attack them, but Black Cat manages to trick Rhino into using his weight to pin Kraven down. She then uses her grappling hook to steer Vulture into a nearby water tower, which collapses, releasing a flood of water which shorts out Electro and weakens Sandman. Black Cat then uses another smoke pellet to escape, with Felicia taking him back to his apartment. As she helps heal him, MJ arrives and is distressed about Peter, but Felicia assures her that he's fine. MJ then thanks Felicia for saving her, but Felicia brushes it off and leaves.

At Kingpin's hideout, the Sinister Six arrive and report to Kingpin and Hammerhead about their recent attack on Spiderman and Black Cat. Doc Ock though informs Kingpin that they managed to catch him without his mask and with his loved one. He even tells him that they managed to get his name, "Peter." Kingpin and Hammerhead though are confused about his name, until Kingpin notices the announcement for Peter and MJ's wedding in the Daily Bugle. Doc Ock recognizes Peter and MJ from the photo as Kingpin smiles, now knowing the name of his enemy. Kingpin then orders Hammerhead to rent him a tux, since he "has a wedding to attend." Back at Peter's apartment, Peter wakes up and is relieved to find MJ fine, where MJ tells him about how they were saved by Felicia. MJ then tells him that they should call off the wedding, but Peter tells her that they can't, since they already sent out invitations and would seem suspicious. Peter though tells MJ that she should stay somewhere safe and tells her that, until the wedding, she will stay with Aunt May and his parents, much to MJ's objection. Peter though breaks down and begs MJ to do this, since he can't lose her. He then assures her that they'll be together, once this is all figured out. Later, as MJ tries to rest in the basement of Aunt May's house, Aunt May comes downstairs and comforts MJ, as she's worried about Peter and their wedding. May though assures MJ that when it comes to her, Peter uses all of his power to protect her. Meanwhile, in Brooklyn, Spiderman arrives at Ben Reilly's apartment, much to Ben's surprise. Peter then removes his mask and tells him about how the Sinister Six know who he is and his upcoming wedding. He then asks Ben to join him as a groomsmen so he can help protect MJ and the guests. Ben agrees and even suggests that he should contact Spiderwoman in Seattle and have her visit to join them. Peter agrees and warns Ben about the danger he might potentially face, but Ben tells him that he has to do this, since it's "in his DNA."

On Saturday, the day of the wedding, Peter and his guests prepare for MJ's arrival at the local church. As they prepare, Peter introduces Ben to Flash, Kong, and Mark as his cousin. In her dressing room, Liz, Gloria, and Jessica help MJ get into her dress. As she gets dressed and ready, MJ thanks Jessica for coming, but Jessica assures her that she'll be fine and that she's here to help. Jessica then reveals to MJ that, since she's a clone of Peter, she and Ben both have an inner desire to protect MJ, due to Peter's DNA. She then says that she's like his family, which makes her family. In the chapel, Aunt May and Peter's parents happily congratulate their son. May then starts weeping as she wishes that Ben were here to see him now, but Peter comforts her and assures her that Ben's here. Peter then greets all of his guests, including J. Jonah, John, Robbie, Randy, Felicia, Ben Urich, and Dr. Connors. Urich and Felicia then warn Peter that Kingpin has arrived, along with Hammerhead. While Felicia is tempted to kill him, Peter convinces her to stay alert as he nervously greets Wilson Fisk, who slyly greets Peter and congratulates him on his wedding. The ceremony then starts, as Peter and his groomsmen take their positions. MJ then walks down the aisle with Richard. Meanwhile, across town, at the Empire State Building, Kraven enters the building, wearing a trench coat as he uses blow darts to quickly take down the guards. Electro then uses his powers to enter the building's power grid, shutting off the building's systems and elevators. Suddenly, Octobots, remotely piloted by Alistair, then enters the building as they quickly gather up all of the citizens, with Kraven and Electro holding them hostage. Kraven then reports to Hammerhead that their phase of the final plan has been completed. At Coney Island, Rhino charges down the docks, destroying games and carts. Sandman then uses his powers to pull forth all of the sand from the ocean floor, turning him into a giant sand monolith that traps all of the park guests on the dock. As Sandman destroys the roller coaster, Rhino reports to Hammerhead that they finished their phase of the plan. At the wedding chapel, after Peter and MJ finally read their vows and say, "I do," everyone claps and cheers. As Peter and MJ look out over the crowd, Peter imagines Uncle Ben, Harry, and Gwen among the audience, smiling and cheering for them. Suddenly, Doc Ock and Vulture crash the wedding as everyone ducks for safety. Wilson Fisk then greets Doc Ock and Vulture as Octobots swarm inside, holding the crowd hostage. As the Octobots start broadcasting across New York, Wilson Fisk announces himself as the Kingpin. He then announces that he has the members of Sinister Six scattered across the city and if Spiderman doesn't surrender and unmask himself, then everyone will die and New York will become his empire. Wilson then turns to Peter and winks at him, causing Peter to realize that Kingpin knows who he is.

AS Doc Ock and Vulture hold the guests hostage, Richard steps forward and demands that the Kingpin let them all go so that no one will get hurt, but Hammerhead quickly shoots him in the chest, much to Peter and Mary's shock. As Mary screams and runs to Richard's side, Hammerhead shoots her as well, critically injuring her. As everyone starts screaming and panicking, Peter quickly tries to get MJ to safety, while Ben Reilly and Ben Urich get May, Richard, and Mary to safety. Peter then insists that he has to go change, but MJ objects, since they'll kill him and he won't be able to save everyone across town, but Peter tells her that he doesn't have to. As everyone starts evacuating, Peter orders Ben, Jessica, and Felicia to help him defeat the Sinister Six, as he assigns Ben to head to Coney Island, while Felicia and Jessica go to the Empire State Building. During the panic, Kingpin spots Peter and MJ together and orders Vulture, Doc Ock, and Hammerhead to seize him, but Flash and Kong interfere, with Kong tackling Hammerhead while Flash leaps onto Vulture. Hammerhead though manages to knock Kong aside, while Vulture tosses Flash off of him, but before they can kill them, Spiderman appears and uses his webs to ensnare Hammerhead and Vulture, but Doc Ock frees them as Spidey confronts Kingpin, demanding to know why he's obsessed with him, attacking his loved ones and threatening his city. Kingpin though angrily shouts at him that he's responsible for his wife and son's deaths and crippling his criminal empire, but Spiderman doesn't know what he's talking about. Hammerhead though slams his metal skull into Spiderman, knocking him back as Kingpin orders Doc Ock and Vulture to go after MJ and May. Vulture then grabs MJ as Doc Ock grabs May with his tentacles, while the Octobots record everything. As Spiderman is pinned to the wall by Hammerhead, Kingpin orders them to kill MJ and May, but Peter angrily tosses Hammerhead away and uses his webs to save MJ and May. He then angrily webs up Vulture and Doc Ock and starts beating them, yelling at MJ and May to run. MJ then helps May up as she escorts her to safety. As Spiderman continues to beat Vulture, his spider-sense activates as Doc Ock ensnares him with his arms and Hammerhead knocks him across the room. Hammerhead then stands over Spidey as he aims his gun at him, ready to finish him off. Suddenly, MJ drives her car through the church wall and slams into Hammerhead, pinning him under debris. Peter though manages to get MJ out of her car as he angrily demands to know what she's doing, but MJ points out that he's her husband and she's not going to let him get killed. Suddenly, the building starts to shake as the church begins to collapse. Spiderman, MJ, Kingpin, Doc Ock, and Vulture though manage to escape as the church collapses on top of Hammerhead, seemingly killing him. As Doc Ock and Vulture escape, Spiderman manages to fire a spider-tracer onto Vulture.

At Coney Island, Scarlet Spider arrives and finds Rhino and Sandman holding the people on the docks hostage. He quickly uses his webs to get their attention as he demands that they let the hostages go. The Rhino though mocks him for being a knockoff of Spidey as Sandman attacks him. Scarlet Spider dodges his attacks, but Rhino charges into him and knocks him into the Ferris Wheel. Sandman then restrains him as Rhino gets ready to unmask him, but Scarlet Spider uses his shock webs to free himself and manages to trick Rhino into charging into the Ferris Wheel, knocking it off of its hinges as it starts rolling through the docks. Scarlet Spider quickly helps the civilians escape to safety until Sandman ensnares him with his sand and starts suffocating him, until the Ferris Wheel slams into Sandman, freeing Scarlet Spider, but Rhino manages to grab him from behind and starts crushing him. Scarlet Spider though uses his super-strength to toss Rhino off of him, sending him crashing into one of the dock's support beams as Rhino starts drowning in the water. Scarlet Spider though saves him and restrains him with his webs, but Sandman uses his powers to lift up the Ferris Wheel and tosses it at him. Scarlet Spider manages to dodge it, until he notices a little boy trapped underneath the rubble. As the dock starts collapsing around them, Sandman manages to free Rhino, who wants to go back and crush Scarlet Spider, but Sandman convinces him to retreat, as they've already completed their objective. While the villains manage to escape, Scarlet Spider uses the last of his strength to lift up the Ferris Wheel enough for the little boy to get free. But, as the boy escapes, the dock continues to collapse as Scarlet Spider gets pinned down by the Ferris Wheel, crushing his spine. As the dock starts collapsing into the ocean, Scarlet Spider removes his mask and smiles, noting that he's finally found his purpose. The dock then collapses to the bottom of the ocean, with Scarlet Spider drowning while pinned under the Ferris Wheel. Across town, at the Empire State Building, as Black Cat and Spider-Woman arrive, Spider-Woman senses something, but brushes it off. At the church, Spiderman senses something as well and knows that Ben's in trouble. Outside the church, Spiderman tends to MJ, May, and his parents, with Richard dying from his gunshot wound. As he tend to them, he explains to them that the Kingpin knows that he's Spiderman and is sending his Sinister Six team to try to destroy him. Once he gets them to safety and tells them to stay put, he sets off to leave, but his father, Richard calls him to his side. As he lies dying, Richard tells his son that he's so immensely proud of who he's become and tells him that Uncle Ben would be proud and then makes Peter promise to look after his mother, May and especially his new wife, MJ, which Peter promises to do. Richard then silently dies in Peter's arms, much to everyone's horror.

At the Empire State building, Spider-Woman and Black Cat arrive and manage to sneak inside, where they take out many Octobots along the way. The 2 of them eventually manage to make it down to the lobby, where Kraven and Electro are holding the citizens hostage, but before they can make a move, Kraven suddenly smells their presence with his enhanced senses and attacks them, exposing them. Kraven then tells them that he can smell fear on them as he and Electro attack them, with Black Cat facing Kraven while Spider-Woman faces Electro. Black Cat uses her acrobatic skills to dodge Kraven's attacks before she uses some smoke bombs to blind him, but Kraven senses her and manages to knock her down. Kraven then moves in to "claim his prey," when Black Cat lunges at him and blinds him with her claws and manages to restrain him with a bola. Spider-Woman though mocks Electro as she dodges his attacks, until she gets hit by an electrical blast. Electro then gets ready to fry her, until Spider-Woman pries open a water fountain and uses it to short him out. With the villains down, Spider-Woman and Black Cat work to get the hostages free. Once they're all free, Black Cat notices Electro getting back up and fires an electrical blast at Spider-Woman. Black Cat though shoves Spider-Woman out of the way and gets hit with the blast, rendering her unconscious. Electro then escapes through the computers while Kraven manages to free himself and uses one of Black Cat's smoke bombs to escape. Spider-Woman quickly rushes to Black Cat's side and carries her to safety. As paramedics tend to Black Cat, Jessica calls Peter and tells her that Black Cat's down and the villains escaped. She then asks him about Ben, but Peter tells her that he hasn't heard anything and tells her about the feeling he got, which Jessica got as well, causing them to realize that Ben's in trouble. Spider-Woman then sets off to find Ben, while Peter dons his mask and tells MJ that he plans to "finish this." He then kisses her goodbye and swings off. At Kingpin's hideout, Doc Ock, Vulture, Electro, Rhino, Kraven, and Sandman all regroup with Kingpin and Alistair. The Six report that their mission has failed and that they've failed to capture Spiderman and take control of the city, but Kingpin refuses to accept failure and tells them that he has a "Plan B," which is to trigger 6 bombs around the city that'll devastate the areas, which will allow them to take control. Suddenly, Spiderman arrives and surprises them, where he reveals the tracer he planted on Vulture. A furious Kingpin orders Alistair to activate the Spider-Slayers as he and Alistair retreat into his office, ordering the Six to kill him. The repaired, upgraded Spider-Slayers then activate as the Slayers and the Six all attack Spiderman. Spidey though manages to swiftly dodge their attacks until he gets knocked to the ground by Sandman. Rhino then charges towards him, but Spiderman manages to trick the Rhino into getting blasted by the Scorpion Slayer. Peter then blinds Kraven with his webs, but gets zapped by the Tarantula Slayer. Electro then blasts him with electricity, but Peter manages to dodge Vulture's attacks and uses his taser-webs on him. The Black Widow Slayer attacks him, but Peter manages to use it to destroy the Scorpion. Electro grows frustrated and starts unleashing huge bursts of electricity at him, which Peter manages to dodge and even uses one of the blasts to destroy the Black Widow. Doc Ock tries to ensnare him with his arms, but Peter manages to dodge. He then gets attacked by the Tarantula, but he manages to remove it's armor and hacks the robot, causing it to attack the Sinister Six, but Kraven manages to destroy it with his spear. The Six then all turn their attention to Spiderman as they attack him at once. Peter though manages to dodge their attacks and uses his webs to toss Doc Ock at Sandman. Electro though fires a lightning blast, but Peter dodges and it hits Kraven, knocking him to the ground. Vulture though pins Peter down and tries to slice his head off with his bladed wing, but Peter manages to escape by using his webs to smash a table against Vulture. Rhino though charges at Peter, but Peter uses his webs to blind Rhino. Spidey then hops on Rhino's back and mocks Electro, causing Electro to fire a huge blast of electricity, but Peter dodges it and it hits Rhino, knocking him unconscious. Peter then tosses Rhino's unconscious body through the air and it lands on Kraven, pinning him down and knocking him unconscious. Sandman though knocks Peter into a wall as Doc Ock restrains him with his arms.

Peter manages to escape by webbing Doc Ock's eyes as Vulture swoops in. Peter though manages to leap onto Vulture's back and starts ripping the circuitry off of him and damages the power source, causing Vulture to fall out of the air as his suit electrocutes him into unconsciousness. Sandman though becomes a giant wave of sand that slams Peter into the wall.

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