Following the fight with the Sinister Six, Norman Osborn has been transformed into Green Goblin again and has captured Spider-Man's team (who have been previously defeated by the Sinister Six). Green Goblin has transformed his friends and plans to use the old helli-carrier to gas New York City. But using Doctor Connors' serum, Spider-Man transforms his team back and defeats Goblin. Because of his performance, he is offered a place on the Avengers.