Spider-Man accepts Nick Fury's offer to become the Ultimate Spider-Man and meets his new allies of young heroes consisting of Nova, White Tiger, Power Man and Iron Fist. Meanwhile, Norman Osborn orders Doctor Octopus to send the Frightful Four to target Spider-Man. Spider-Man ends up having to get help from his new allies to fight off the Frightful Four. Later, Phil Coulson is made acting principal of Peter's school and his teammates enrolled in their civilian identities.