After being Spider-Man for one year, a teenaged Peter Parker is confronted by Nick Fury, director of S.H.I.E.L.D., who asks him if he'd like to train and become the Ultimate Spider-Man and join a team of superheroes that is being assembled. At first declining the offer, Peter soon realizes that he may need Fury's team of heroes to help fight the threats he faces when the Frightful Four (consisting of Wizard, Thundra, and Klaw) attacks Midtown High on Doctor Octopus and Norman Osborn's orders after Spider-Man defeats Frightful Four member Trapster.