List of Spider-Man (2017 TV series) episodes

Peter Parker / Spider-Man recounts his origin story: Two weeks ago, he and his class were at a field trip at Oscorp which was chaperoned by Parker's best friend and the son of Oscorp's CEO, Norman Osborn, Harry, who has recently started attending Horizon High, a school for geniuses. While working in a scientific exhibit, Parker is bitten by a genetically-modified spider, which he discovers has granted him spider-like abilities, including improved vision and the ability to adhere to ceilings.

• Villains: None

After escaping the bathroom, Parker decides to use the scientific method to discover what is happened to him. He further learns that has a spider's "sixth sense". He builds web-shooters to gain the ability to create a web, further creating a web mask to conceal his identity so he doesn't become a viral sensation. He starts filming and documenting his abilities in the form of video diaries.

• Villains: None

Parker decides to hypothesis his powers, visiting a fortune teller to get her to hypothesize how to use his abilities. She confirms he will join the entertainment industry. Agreeing, Parker decides to use his abilities to test them out by performing on the professional wrestling show, So, You Wanna Be a Wrestler?.

• Villains: None

Parker makes a costume using one of his Aunt May's old sweatshirt and sweatpants to compete in the wrestling competition.

• Villains: None

Parker makes his wrestling debut as "The Spider" to face professional wrestler Bonesaw McGee. While being interviewed by the film crew prior to the match, a burglar escapes, which Parker allows. Parker faces and defeats McGee easily by using his powers, gaining a trophy in the process.

• Villains: Burglar, Bonesaw McGee

Parker returns home to discover that his Uncle Ben was killed by a burglar during a home break-in. Parker dons his costume and as "the Spider", attacks and corners the burglar, discovering it is the same burglar he allowed to leave the wrestling arena. At home, Parker has decided to follow Ben's philosophy, "with great power comes great responsibility", and become the masked vigilante Spider-Man.

• Villains: Burglar

Peter Parker / Spider-Man recounts his origin story: Two weeks ago, he and his class were at a field trip at Oscorp which was chaperoned by Parker's best friend and the son of Oscorp's CEO, Norman Osborn, Harry, who has recently started attending Horizon High, a school for geniuses. While working in a scientific exhibit, Parker is bitten by a genetically-modified spider, which he discovers has granted him spider-like abilities, including improved vision and the ability to adhere to ceilings. After escaping the bathroom, Parker decides to use the scientific method to discover what is happened to him. He further learns that has a spider's "sixth sense". He builds web-shooters to gain the ability to create a web, further creating a web mask to conceal his identity so he doesn't become a viral sensation. He starts filming and documentating his abilities in the form of video diaries. Parker decides to hypothesis his powers, visiting a fortune teller to get her to hypothesize how to use his abilities. She confirms he will join the entertainment industry. Agreeing, Parker decides to use his abilities to test them out by performing on the professional wrestling show, So, You Wanna Be a Wrestler?. Parker makes his wrestling debut as "The Spider" to face professional wrestler Bonesaw McGee. While being interviewed by the film crew prior to the match, a burglar escapes, which Parker allows. Parker faces and defeats McGee easily by using his powers, gaining a trophy in the process. Parker returns home to discover that his Uncle Ben was killed by a burglar during a home break-in. Parker dons his costume and as "the Spider", attacks and corners the burglar, discovering it is the same burglar he allowed to leave the wrestling arena. At home, Parker has decided to follow Ben's philosophy, "with great power comes great responsibility", and become the masked vigilante Spider-Man.

• Villains: Bonesaw McGee, Burglar

A compilation of the Origin series shorts "Introduction!", "Observation!", "Hypothesis!", "Prediction!", "Experimentation", and "Conclusion".

Parker stops a group of criminals who are stealing vibranium, but fails to stop their boss Adrian Toomes / Vulture from acquiring the vibranium, as he escapes. Parker meets Harry at a café, discovering that Parker's idol and the headmaster of Horizon High, Max Modell, the genius school Harry attends, will be providing a presentation at Parker's school, Midtown High School, but he forgot to help Liz Allan set up. Allan subsequently berates Parker. Parker, Allan, and Randy Robertson praise Modell's accolades and achievements, though Midtown High science teacher Spencer Smythe and his prodigy son, Alistair mock Modell's achievements. Later, Modell presents an complex scientific equation which only Parker is able to solve. A fire starts, with Parker putting it with one of the students, Anya Corazon's vibranium device, prompting her berating. Harry introduces Parker to Modell, and the former is given the opening slot to Horizon High. Spencer, having sabotaged Harry's project earlier, blames him for starting the fire. Modell reluctantly suspends Harry, pending an investigation. Toomes attacks the school, kidnapping Modell, prompting Parker to save him, defeating Toomes in the process. In the aftermath, May agrees to allow Parker to attend Horizon while Harry attends Midtown High temporarily while Norman creates another school for geniuses.

• Villains: Adrian Toomes / Vulture, Spencer Smythe, Norman Osborn (behind the scenes)

Parker is late for his first day at Horizon High, due to Mac Gargan / Scorpion attacking a museum. He heads to Horizon High, where he meets engineering teacher Otto Octavius and is given Harry's lab, though he is initially reluctant to use it. Modell introduces Parker to Corazon and Miles Morales; the former is still upset with Parker for damaging her project, while Morales is enthusiastic about Parker. Later that night, Parker develops a new advanced suit after his original suit was damaged due to the Midtown High fire. An Spider-Slayer breaks into the vault, stealing Harry's equipment. Parker fights the robot, with help from Morales. Meanwhile, Harry and Alistair get into a fight at Midtown. Another Spider-Slayer attacks Midtown, with Parker saving Harry. Harry claims Spider-Man is a menace, while Corazon, Morales, and Modell credit Parker as a hero.

• Villains: Norman Osborn (behind the scenes), Spencer Smythe (behind the scenes), Spider-Slayer

Parker fights Raymond Warren / Jackal who has stolen Stark technology. Warren escapes, though Parker meets fellow Horizon High classmate, Gwen Stacy, who criticizes his methods. Parker meets up with the Horizon High group, Modell, Corazon, Morales, and Stacy at Oscorp, which is the new Oz Academy, another school for geniuses. He introduces himself formally to Stacy. Meanwhile, best friends Clayton Cole and Herman Schultz find themselves competing to get into Oz Academy, eventually drawing Parker and Warren's attention. Warren manipulates them into using their tech, with Parker defeating Warren, who escapes. Harry is suspicious of Spider-Man (who he does not know is Parker)'s activities. Parker and Harry agree at a café to never fight amongst themselves.

• Villains: Raymond Warren / Jackal, Norman Osborn (behind the scenes)

While cleaning up Modell's office late at night, Parker discovers cat burglar Felicia Hardy / Black Cat stealing a substance, the V-252 symbiote. Parker tracks her, but fails to defeat her, due to her bad luck abilities. Parker creates a tracker with Harry's help, but the assignment is given a failing grade due to being late by Octavius. Meanwhile, Parker helps Modell collaborate evidence that he is innocent with help from Midtown High substitute teacher Raymond Warren. After Warren asks for a job, which Modell refuses to, due to his reputation. Outside, Warren pricks Aleksei Systevich with an unknown device. After answering study questions, Parker fights Hardy at the comic book store, leading to a jewelry store, using her bad luck against her. Parker returns the V-252 to Max's office. As he leaves, it hints that it is alive.

• Villains: Felicia Hardy / Black Cat, Norman Osborn (behind the scenes), Raymond Warren (behind the scenes)

Harry calls Parker while the latter is defeating a Spider-Slayer, where it is revealed that Norman is commanding the Spider-Slayers. Parker heads to Horizon High, discovering that Harry has been cleared of all the charges. To celebrate the event, under Parker's inadvertent suggestion, they decide to have a dance. On the night of the dance, Parker meets with Harry at his house, while Norman is having a meeting with Warren, who reveals that he injected Systevich with a formula in exchange for a position at Oz Academy, which Norman ponders. Norman tells Harry to quit Horizon High after having created Oz Academy, which Harry reluctantly agrees to. At the dance, Systevich turns into the Rhino, forcing Corazon, Parker, Morales, and Harry to work on a formula to change Systevich back. Meanwhile, Stacy discovers that Warren changed Systevich into the Rhino and he is Warren, with Parker defeating Warren. In the aftermath, Parker shares his Uncle Ben's advice, with great power comes great responsibility.

• Villains: Norman Osborn, Raymond Warren / Jackal, Alistair Smythe, Spider-Slayer, Aleksei Systevich

Parker, Morales, Corazon, and Stacy head to the beach to study the V-252 for the upcoming Stark Expo. While there, Parker fights crime as Spider-Man to stop Flint Marko / Sandman. In the process, Parker takes a sample of Marko and inadvertently contacts with the V-252. At home, Parker discovers Marko has followed him, while studying him, as well as pieces of the V-252, and attacked him. But, after stopping him, he discovers that Marko isn't evil and that he was experimented on by Hammerhead, transforming him into a sand creature, revealing that he is trying to find his daughter, Keemia. Parker and Marko find Keemia at Hammerhead's lair, where she reveals that she gained sand abilities during the experimentation as well and fights Parker and Marko. To help Marko defeat Keemia, Parker bonds with the V-252. Keemia and Marko escape, along with Hammerhead and his goons.

• Villains: Hammerhead, Flint Marko / Sandman, Keemia Alvarado / Sandgirl, V-252 symbiote (behind the scenes)

Parker decides to use the V-252 substance as a costume, thwarting a robbery by Advanced Idea Mechanics (A.I.M.). Parker discovers that Toomes has been released from prison by Norman so he can become a staff member at Oz Academy, but Parker nonchalantly believes that Toomes hasn't changed, stating to Harry that people don't change, despite his change in personality due to the symbiote. Norman tells Toomes he hired him to tell him Horizon High's entry in the Stark Expo. Toomes tells him about the V-252. Using Toomes' Vulture technology, Alistair breaks into Horizon High, drawing Parker's attention. He brutally attacks Alistair, resulting in Modell's berating. Parker places a tracer on Alistair, finding Toomes, not realizing that Toomes wasn't the Vulture he fought. After brutally assaulting Toomes, Harry uses Toomes' sonic device to stop the attack. The V-252 attacks Harry. Realizing the symbiote is alive, Parker decides to get rid of it, but discovers it has maintained a symbiotic relationship with him. With Norman, Toomes, and Alistair's help, Parker removes the V-252. The next day, he returns it to Modell and reveals that he stole it. Consequently, Parker's grade at the Stark Expo is revoked though Parker warns Modell that the symbiote is alive.

• Villains: Adrian Toomes / Vulture, Norman Osborn, Alistair Smythe / Vulture, V-252, Advanced Idea Mechanics (A.I.M.)

While patrolling the city as Spider-Man, Parker discovers an invisible individual, Ghost breaking into the Stark Expo and encounters his superhero idol, Tony Stark / Iron Man. Believing that Parker is breaking into the Stark Expo, the two briefly fight until the latter escapes. Parker warns Modell that the V-252 is alive, but Modell doesn't believe it, saying he hasn't found any evidence of it. Stark discovers that Parker and Spider-Man are the same person. At the Expo, Ghost interrupts, sabotaging every technology, including Stark's new Iron Man armor, the Mark L and Parker's costume. Using the non-technological V-252, Parker bonds with it again, revealing to Modell that it is alive to defeat Ghost. After defeating Ghost, the V-252 corrupts Parker again, forcing Stark and Parker's former high school bully, Flash Thompson to take it off him. In the aftermath, Stark takes the V-252 back to Avengers Compound while Thompson wins the Stark Expo award due to his project being the last one standing. Meanwhile, Norman admonishes Harry due to his wanting to put his glider into the Stark Expo and Modell tells Octavius that he is not allowed to work on his mechanical arms. Meanwhile, Norman gives Octavius a business card to Oz Academy.

• Villains: V-252, Ghost, Norman Osborn (behind the scenes)

Parker discovers Morales is being bullied. After discovering Oscorp under attack, Parker heads to Oscorp, discovering it was a Spider-Slayer controlled by Spencer. Parker fails to stop it, as it detonates. Meanwhile, Morales is bitten by a radioactive spider, granting him spider-like abilities. Morales saves Parker and afterwards decides to become the second Spider-Man. Despite Parker's warnings, Morales tells Stacy and Corazon of his abilities and he reveals his home address. This causes two Spider-Slayers, one commanded by Alistair and one commanded by Spencer to attack him, forcing Morales to team up with Parker to defeat it. In the aftermath, Morales learns the propose of a secret identity.

• Villains: Norman Osborn, Alistair Smythe / Spider-Slayer, Spencer Smythe / Spider-Slayer, Raymond Warren (behind the scenes)

After Parker trains Miles in battle with Gargan, they find that he was being used by Sergei Kravinoff / Kraven the Hunter so that he can hunt them on the latest episode of his TV show "Kraven's Amazing Hunt". They are unaware that Kraven has been hired by Norman to bring both Spider-Men to Oscorp for experimentation after the Spider-Slayer's failure to retrieve the stolen spider specimens. When Kraven starts veering from his deal with Norman, this causes him and Vulture to take matters into their own hands. All three are captured and Norman turns on Kravinoff, who narrowly escapes. Parker and Morales also escape, forcing Parker to reveal his identity to a terrified Morales. Parker makes Morales web-shooters.

• Villains: Norman Osborn, Adrian Toomes / Vulture, Sergei Kravinoff / Kraven the Hunter, Mac Gargan / Scorpion

On Halloween, Parker is heading to Horizon High for a Halloween party to meet Harry. Harry feels alone at Horizon High, blaming himself for the Rhino incident when Stacy cheers him up about it. Parker finds Avenger Hulk fighting against the Man-Wolf. Parker and Hulk's alter-ego, Dr. Bruce Banner follow Man-Wolf to Horizon, as Parker fanboys over Banner on the way. Banner turns back into Hulk to fight Man-Wolf with help from Parker, Harry, and Stacy, defeating him and reverting him to normal. Afterwards, Jameson and Norman have a meeting at Oscorp, where it is revealed that Norman intentionally transformed Jameson into Man-Wolf.

• Villains: John Jameson / Man-Wolf, Norman Osborn

During a heat wave, Parker helps the police catch one of Hammerhead's minions, Randy Macklin. While helping Harry make a cryogenic gauntlet, Macklin escapes custody and steals their gauntlet. Harry is forced to help Parker's alter-ego, Spider-Man, face Macklin. Macklin freezes Hammerhead and his goons for mistreating him. Parker and Harry use the latter's flame sword to defeat Macklin, though Parker is concerned that the flame sword is unstable.

• Villains: Randy Macklin, Hammerhead

Parker helps Modell clean up late at night and discovers Modell still has the V-252's container. Parker refuses to throw it away, but Modell refutes him. Parker heads home, but is attacked by another host of the V-252 symbiote, which Parker is unable to detect with his Spider-Sense, who Parker labels Venom. Parker finds a list of suspects and warns Modell about Venom. Parker calls Stark, but he is away in space, knowing that the V-252 is in Avengers custody. Meanwhile, Parker tudors Thompson so he can play in a football game. Thompson is heated following a conversation with a high school football team rival quarterback. After discovering a list of suspects, including Modell, due to his rivalry with Midtown High science teacher Sal Malorni. Parker realizes Thompson is Venom after Malorni and the rival quarterback were injured. At the game, Venom infects several of the rival players. With Thompson, Malorni, and Modell's help, Parker defeats Venom. Afterwards, Thompson, grateful to Parker, prevents school bullies, solidifying a friendship with him.

• Villains: Flash Thompson / Venom

After Parker defeats Hammerhead's goon Crusher Creel / Absorbing Man, Parker discovers viral prankster Screwball. Parker is embarrassed as multiple people, including Allan and Harry mock Spider-Man. Parker and Robertson criticize Screwball. Parker, Harry, and Robertson attend a speech by the latter's father, Daily Bugle employee, Robbie Robertson. In his fight with Creel, Parker obtains a flash drive, which he deciphers with help from Stacy, finding documents of Hammerhead's criminal record. Hammerhead orders Creel to find the flash drive. Hammerhead orders Creel to kidnap Screwball, believing that Parker and Screwball are working together. Screwball, who is Allan, sends a message warning Parker. Screwball tries to stop Creel, but Creel captures her and Robertson, who she reveals her identity to, revealing that she wanted to feel important after the creation of Horizon and Oz Academy. Parker helps free Screwball, who helps him defeat Creel and Hammerhead, who are arrested after Parker exposes Hammerhead's criminal record. Parker states that he used the information to defeat them by reading Robertson's blog, causing him to shrink in excitement. In the aftermath, Allan takes a break from pranking and credits Spider-Man as a hero, though Harry is still not convinced.

• Villains: Hammerhead, Carl "Crusher" Creel / Absorbing Man

Parker and Morales complain about Octavius' behavior in class, though Stacy states that he is frustrated that Modell cancelled his mechanical arms class. A pop quiz is postponed when Crimson Dynamo breaks into Horizon. Octavius and Parker stop her, though Octavius is fused to his mechanical harness, frustrating him. With Parker's advice, Octavius decides to fight crime as "The Octopus". Octavius and Parker help defeat Crimson Dynamo as Octavius vows to fight crime.

• Villains: Crimson Dynamo

Parker invites Octavius to patrol the streets with him and Morales. After saving a bridge and stopping a lizard-like creature from attacking Norman, Octavius learns about geneticist Curt Connors, visiting Oscorp. Norman reveals that Connors is the Lizard. Octavius devises a cure for Connors, though Norman steals the formula and replaces it. The formula Octavius uses enlarges Connors and destroys Horizon. With Parker and Morales' help, the three devise a cure to cure Connors. Modell fires Octavius due to the incident, causing Octavius to work for Oz Academy. Parker confronts Norman, realizing that Norman's plan was to make Octavius leave Horizon for Oz Academy.

• Villains: Norman Osborn, Dr. Curt Connors / Lizard

Parker discovers evidence while spying on Norman, revealing that Norman orchestrated Harry's suspension from Horizon High. He reveals this evidence to Harry, who doesn't believe him and invites him to attend Oz Academy for a day while Horizon High is undergoing repairs due to the attack by the Lizard. Parker agrees, but secretly leaves class under various excuses to discover Norman's true motives, including a Spider-Man extermination program. However, the Jackal sends Systevich to turn several Oz Academy employees into Rhinos, forcing Harry, Norman, Parker as Spider-Man, Toomes, Octavius, and Ollie Osnick / Steel Spider to defend Oz Academy from Systevich and the Jackal, curing Systevich from Jackal's control, while Norman supposedly destroys the Jackal, which Parker doesn't believe. Norman offers Parker a spot on the Osborn Commandos, but Parker declines. Afterwards, after taking a pledge with Harry, Octavius inadvertently reveals that Parker is making Spider-Man's technology and gadgetry for Spider-Man, damaging their relationship further.

• Villains: Norman Osborn, Raymond Warren / Jackal

Parker and Miles travel to New York Penitentiary to discover that Warren created several clones of himself in case he was caught by the police and one of the clones destroys, causing New Yorkers to believe Parker and Miles destroyed Warren, including Harry. Parker manages to convince Stacy and Harry to help him and discover from one of Warren's storage units of his clones underneath Midtown High School. Harry discovers the radioactive spiders Warren kept that bit Parker and Miles and alerts Norman. Norman arrives with the Howling Commandos–himself, Toomes, Osnick, Octavius, Systevich, and Alistair as Spider-Slayer. During the battle, Octavius turns the Osborn Commandos against Norman, rebranding them the Sinister Five as revenge for Norman trying to take his mechanical arms research and weaponize it. Octavius also rebrands himself as Doctor Octopus before they and the Jackal leave, leaving Norman to apparently sacrifice himself so Parker as Spider-Man can lead Harry and Gwen to safety. Harry blames Parker for his father's death, while Parker blames himself for the recent events.

• Villains: Osborn Commandos / Sinister Five (Otto Octavius / The Octopus / Doctor Octopus, Adrian Toomes / Vulture, Alistair Smythe / Spider-Slayer, Ollie Osnick / Steel Spider, and Aleksei Systevich / Rhino), Raymond Warren / Jackal

Parker and Miles create a new stealth suit to travel by stealth, however Parker throws it away. Meanwhile, Harry is still upset at Parker and Spider-Man (still not knowing that Parker and Spider-Man are the same person) for his father's "death". He is trying to decrypt his laptop, so that he can access weapons to use against the Jackal and Parker and Miles. Meanwhile, they discover that an unidentified individual is trying to poison the city using the stealth spider. With Gwen's help, who has developed spider powers from the explosion at Midtown High and becomes the hero Spider-Gwen, Parker, Miles, and a reluctant Harry help stop the Stealth Spider from poisoning New York. Afterwards, they discover that New Yorkers have gained spider powers as a result of the explosion from Midtown High.

• Villains: Stealth Spider

Peter attempts to balance the best summer vacation ever and his responsibilities as Spider-Man when he deals with the respective criminal activities of Black Cat during a trip to the beach, Tinkerer at a baseball game, Hammerhead at a Ross Caliban concert, and an owl-like mutate named Nocturnal at some camping grounds. To top of that, Peter has to get a job at the Daily Bugle so that he can receive payments for providing footage of Spider-Man in action for J. Jonah Jameson.

Peter is two steps behind as Venom (still merged with a revenge-crazed Eddie) kidnaps Jameson, Gwen, Max, Aunt May, and Anya and holds them hostage at Horizon High, demanding a face-off against Spider-Man. As Spider-Man tries to prevent his peers from discovering his secret identity during the fight, Miles works to find a weakness that they have not used on Venom yet.

A relic called the Blood Gem, which is said to contain mystical energies, has been delivered to Horizon High after being found at an ancient dig site. While studying the Blood Gem, Gwen tries to contact Peter who has not been answering her calls. However, the relic is stolen by Scorpion on Tinkerer's behalf as part of a plot to enhance Scorpion. Gwen's dormant spider-powers are reawakened by the Blood Gem-powered gun that Tinkerer made. Adopting the alias Ghost-Spider, Gwen works together with Miles and Spider-Girl to take out Scorpion and Tinkerer, who plan to draw Spider-Man out.

Octavius (via Peter's body) re-enrolls at Midtown High and meets assistant chemistry teacher Anna Maria Marconi who enlists him in a sponsorship proposal to Alchemax so that it can be equal to Horizon High. When Cloak and Dagger assault Midtown High in an attempt to exact vengeance on Alchemax along with Midtown's benefactor Tiberius Stone, Superior Spider-Man must protect the school and take the duo down. Meanwhile, Miles has finally discovered what happened to both Peter and Spider-Man after a surprise visit from Octavius' discarded tentacles, which are now the host of Peter's consciousness, and must figure out a way to save both of them.

While Gwen, Miles, and Anya are away on a college tour, Peter learns that Max has created a synthetic yet non-sentient copy of Venom and Dr. Curt Connors has been hired as the new bio-mechanical professor. While Peter gives new student Grady Scraps a tour of Horizon High, Grady accidentally unleashes a technology-eating monstrosity called the Technovore from Horizon High's project graveyard. Spider-Man has to take an enormous risk by using the synthetic symbiote copy to defeat the rampaging machine before it eats the Arc Reactor donated to the school by Tony Stark.

As the Klyntar make their way to Earth, having responded to the beacon activated by Venom prior to the latter's death, they capture the Avengers and Star-Lord while on a mission in space. Toddler Groot arrives on Earth ahead of the Klyntar to warn Spider-Man. Due to their inexperience with Groot's language, Spider-Man seeks help from Ironheart whereas Miles searches for Doctor Strange. However, things get problematic when Spider-Man and Ironheart must protect Groot from A.I.M.

Having been "Venomized" by the Klyntar, Captain America, Thor, Iron Man, and Captain Marvel are sent to Earth as an advanced hunting party. The possessed Avengers begin capturing the remaining superheroes on the planet, including Doctor Strange, Groot, Totally Awesome Hulk, and Cloak. Despite the growing danger pushing him to his breaking point, Spider-Man must find a way to stop the Klyntar before they clear the planet for a complete invasion.

After having to fight his way past Tinkerer, Spider-Man rushes to deliver a flash drive containing a post-mortem transmission from Octavius that would help to prove Max's innocence to the board of education. Upon seeing the evidence, the head administrator states that they can get testimony from Aleksei to cooperate with Max's helpfulness. Looking for Aleksei while the others stall, Spider-Man finds that he has been transformed into Rhino by Swarm using Jackal's old Rhino formula.

With Horizon High under Dr. Connors' management, he starts to change the rules to the students' disappointment. When an acid-related incident caused by Grady's experiment reveals a case full of Jackal serum vials, the Spider Team realizes that Jackal has returned following the Spider Island crisis. Spider-Man and Ghost-Spider must track down Jackal's secret lab in an attempt to destroy the villain's latest evil plans. Meanwhile, Miles and Anya grow suspicious of both the high-security teacher's lounge and the presence of Anya's stepsister Maria.

After helping the Avengers apprehend MODOK, Iron Man offers Spider-Man to join the team. Though Spider-Man requests time to think about it. Peter invites Mary Jane Watson to attend a school dance at Horizon High celebrating Max's rehiring. As the Spider Team tracks down Lizard in Horizon High, they discover that it is actually Venom who has returned from the dead and is seeking revenge on Spider-Man for thwarting his invasion.