Peter Parker runs across a New York rooftop. With each step, he removes another article of clothing revealing his Spider-Man costume underneath. As he rushes, he thinks to himself that he always has to be in three places at once and needs a calendar or something to keep himself organized. He imagines it would look like this: Noon – Fight Green Goblin … 3pm – Defeat Doctor Octopus … 6pm – Dinner with Aunt May.
As he almost finishes disrobing and reaches the edge of the rooftop, he trips. His clothes go flying but he nimbly shoots a volley of webs which adhere them to the side of the next building over. He adds a new appointment to his imaginary calendar: 8pm – Practice my cool “running while changing into my super hero costume” routine so I don’t trip over my own pants.
As he puts on his mask and swings off into the bright New York City sky he thinks of yet another task to add: 10pm – Wash this costume. He notes that if the mask smells this bad, he doesn’t want to think about how the pants might smell.
He swings through the city and appreciates just how great a place it is, despite the hustle and bustle of city life. Below him, three men argue over a fender bender in the middle of the city’s crowded traffic. Spidey swings past. The men continue to argue nastily over who was responsible for the collision. At first, none of them notices a slight, gray-haired man in a dark trench coat who approaches one of their cars. But as he places a small electronic box on the hood, the owner takes notice and yells at him. He demands to know what the guy is putting on his car. One of the other drivers recognizes the gray-haired man as Stuart Cavenger, owner of Cavenger Motors. The owner of the vehicle is still upset and demands that he take the gizmo off his car. He reaches for it and it dissolves into putty in his hands as Cavenger walks away.
As Spidey continues to swing through the city, he mentally goes through all the things he needs to get done. He needs to pick up baking powder (or was it soda?) for Aunt May but first he needs to get his paycheck from J. Jonah Jameson. “Maybe I do need a calendar?” he thinks to himself. He then realizes that he probably can’t afford a whole calendar and settles on a pen and paper. Just then, his spider-sense begins to tingle mere seconds before a gloved hand snatches his web-line.
In a nearby office, a woman is on her cell phone, arguing with her brother, Harold. Harold is the man from the accident Spidey passed minutes before. The car he was driving was apparently hers. He tries to explain to his sister about the accident and how some strange gray goo has turned her car into a robot! She doesn’t believe him and accuses him of being drunk. She’s angry says that just because he’s family doesn’t mean she won’t kill him. She also tells him that she hopes the police give him a breathalyzer test. On the other end of the conversation, Harold explains that the police have told everyone to run away. His sister still doesn’t believe him but asks what’s happening out there. At that moment, Spider-Man slams right into her office window! He sticks to the glass and rubs the back of his head. He then looks up at his assailant and asks “What was that for?”
He looks up to see Ms. Marvel holding firm to his web-line. He greets her in a friendly enough manner. Ms. Marvel identifies herself as the leader of the Mighty Avengers and a representative of the Fifty States Initiative and tells him that she’s arresting him for “practicing as an unlicensed super hero.” Spidey leaps from the building and over Ms. Marvel. He asks if he’s so bad at what he does that they think he’s just “practicing”.
Carol fires a couple of photon blasts at Spidey which he easily dodges. She asks that he not make this any harder than it has to be. Spidey continues to deftly dodge Carol’s energy bursts. He then engages his most effective battle tactic: witty banter! He tells Ms. M that he doesn’t know what “crawled up your butt and gave you such a lovely personality” but that he’s busy and doesn’t have time to play. Ms. Marvel finally lands a punch and shouts a hearty “I warned you!” Spider-Man goes flying through the air. He stops his trajectory with a web-line and swings back towards Carol. He concedes “I was wrong. I admit it” before punching Ms. Marvel and adding “You don’t have a lovely personality at all!”
By the time Carol recovers from the blow, Spidey is out of sight. “Sneaky, fast little twerp” she says as she scans the skies for the web-slinger. She spots him swinging away and gives chase. As he flees, he says to himself “Okay, fun with the leader of the crazy Avengers is over now” and presumes they will both resume their daily business of fighting bad guys in ridiculous costumes. Ms. Marvel has other ideas and tackles Spidey mid-air, driving them both into a construction zone. A befuddled construction worker leaps out of the way and wonders aloud why they even bother rebuilding anything in this city.
Spidey lands in a pile of sand and Ms. Marvel remains aloft in the air. He points out that he’s a member of the Avengers and she clarifies that he’s a part of a “band of unregistered vigilantes.” Spidey quips that “Unregistered Vigilantes” would make a pretty cool name for a band. The comment flies over Carol’s head and Spidey tells her that she needs to keep up with the conversation. He then asks how she was planning on restraining him if she did manage to catch him. He points out once again that he’s with the Avengers and one of the good guys. Ms. Marvel points out that she leads the Avengers as she flies towards Spidey full-force. Spidey shoots back that her team is little more than “corporate mascots” that help Stark show off his latest weapons system. He hits her with his webbing and swings her into a pylon. He then wraps her in webbing.
In the distance, Spidey hears a huge “WHABOOM”. Carol tells “Get this crap off of me!” and he asks bluntly why he’d do that since this is the first time she’s stopped trying to hurt him since they ran into each other. He tells her that he’s going to help people who are in danger and she should just keep attacking any unregistered heroes she sees. Ms. M struggles against the webbing and after a couple of moments of exertion manages to wrench her arm free. She rips the rest of the webbing away until she heats another “WHABOOM”. She looks up in surprise to see Spider-man has returned. He tells her hurriedly that if she can calm down about his unregistered status, then he could really use her help. She asks what’s causing the explosions and he tells her that it’s easier just to show her. He leads her to the source: a city street filled with a swarm of makeshift robots that are attacking the city. People are fleeing in all directions from the machines which are comprised of car parts, streetlights and other machines assimilated into the mechanical horrors.
Ms. Marvel grabs Spider-Man by the back of his costume and flies them both into the center of the attack. She tosses Spidey into the mix as then plows through the largest automaton. She shouts to a police officer that they have the situation in hand and encourages him to focus his efforts on getting the civilians to safety. He happily complies. Spidey comments that this is what he calls “Avengers-type fun” and much better than fighting each other. Ms. Marvel says that he doesn’t get it and he quips that he doesn’t get a lot of things as evidenced by his fashion choices.
Both heroes continue to fight the robots as they debate the issues. Carol tells Spidey it’s about taking responsibility for your actions and he notes that he’s the poster child for responsibility and even has his own nifty catchphrase about power and responsibility that would “knock your socks off”. He then asks her if she wears socks under those boots. She tells him that she doesn’t and he wonders if her feet get sweaty. She tells him they don’t and asks why he cares. He replies “Professional curiosity” and she retorts that this all started because he isn’t a professional. He grabs another robot with his webbing and Ms. Marvel punches it into a thousand pieces. He tells her this only started because she snagged his web. He then asks again how her bare feet don’t sweat inside leather boots, since his always get sweaty and his costume can breathe. Carol asks if he ever shuts up! He simply replies that it’s weird how often people ask that as he kicks the “head” off a robot made up of stoplights. Ms. Marvel suggests that he should maybe take the hint but they both agree that isn’t likely going to happen.
The pair manages to defeat the horde of robots and take a well-earned moment to rest. Ms. Marvel points out that they still don’t know where their foes came from and Spidey adds “Or who was controlling them.” Carol tacks on “Or to what purpose.” And Spidey replies “Or why you don’t wear socks.” He then asks if she’s going to start chasing him again. Before she has a chance to fully reply, they hear sounds around them as the broken robots begin to spontaneously rebuild themselves out of the mounds of scrap. Ms. Marvel makes a move to engage them but is held back by Spider-Man. He tells her that something just occurred to him.
They watch for a moment as one robotic drone works to construct a new robot from scrap. Carol tells him that this had better not be a joke and he points to his masked visage and says “This is my serious face, see?” Carol groans and says that she’s glad he’s with the other Avengers as she brushes past him. He tells her to wait and pay attention because they weren’t attacking. She asks if he’s crazy and points to all the damage. He replies that they were simply collecting and points out how they’re simply building new robots and not attacking now. Creating scrap material was just the first step towards doing that.
Carol realizes that he’s right and Spidey wonders aloud why they’d be doing this and what they’re trying to accomplish. He finds a disabled robot and begins sifting through its wiring. Carol asks what he’s doing and he replies “Science stuff”. She translates this to mean “You have no idea what you’re doing.” He points out that he was a Chemistry major and that robotics may be a little over his head. He puts her on the spot and says “What about you?” She replies drolly “On the real Avengers we know that if you punch a robot head hard enough, they’ll fall down.”
Spidey can’t fault this tactic but his dismantling of the robot’s innards does turn up a clue. He finds a car radio tuned to 88.8 FM. He springs over to another fallen robot and begins to look for something similar inside. A police officer asks Ms. Marvel if they’re “gonna stop these robot things or what?” She tells him politely that they’re working on it and he persists in questioning her in a disrespectful manner. She matches his ton and says they’re working on it. Spidey’s theory proves correct and he finds another car radio inside the robot tuned to the same frequency. He calls out to Ms. Marvel “Hey, Gloria Steinem, go punch one of those robots until you find a radio.” Carol asks what he just called her and he tells her to ignore what he says and help him out since he thinks he’s onto something.
Unbeknownst to our heroes, they are being watched remotely by the architect of this mayhem. He sits in sling-like chair hanging from the ceiling. Before him is a vast array of monitors showing Spider-Man and Ms. Marvel. He declares their discovery to be problematic and notes that he had expected they would keep punching his S.C.A.V.E.N.G.E.R.S for a bit longer. A voice from outside asks Stuart if he’s in there. He sarcastically replies “Where else would I be?” His visitor stands in the doorway but is unseen. He tells Stuart that they are out of peanut butter. Stuart asks snidely if acquiring more peanut butter is his concern. The shadowed figure replies that of course it isn’t. Stuart tells him that he’s doing his job and to leave him alone and do his! The unseen man apologizes and leaves and Stuart turns his attention back to Spider-Man.
Ms. Marvel completes her task and reports to Spidey that this one also contains a radio tuned to 88.8. He concludes that the robots are being controlled through that frequency. Carol replies “Oh, wow… ya think?” and Spidey accuses her of being snarky. At that moment, the robots begin to attack them much to Spidey’s surprise. Spidey springs away from his robot attacker and frees Ms. M from the one that has grabbed her. He tells it “Get your hands off my date!” As the robots get more violent in their attacks, Spidey grabs Carol and pulls her out of harm’s way. As he inadvertently touches her breast he declares “Hey look at me! I got to first base with Ms. Marvel!” Ms. Marvel tells him “Before I rip your head off, we need to triangulate the origin of the 88.8 frequency.” Spidey replies that he has no way of doing that.
Carol replies “Lucky for us I’m part of the cool Avengers” as she takes out a communication device from her sash. Spidey notices this and says that he didn’t know she had a utility belt hidden under there. He asks if she has Marvel Shark Repellant as well. Carol warns him not to remind her how much she was enjoying hitting him earlier. She then radios in to SHIELD command and orders the required triangulation. Spidey laments that his team doesn’t have OnStar and how unfair that is.
Their banter is interrupted by a huge shadow cast over them. They both turn and look up and Spidey lets out a tiny “Eeep!” Hovering above them is a gigantic robot at least seventy feet tall formed from the remains of all the robots they had previously defeated. Spidey points out that he said “Eeep!” and asks if she’s going to say anything. Carol replies, “Can’t. Too scared” to which Spidey replies “Fair enough.”
The robot attacks and Spider-Man says “Yikes!” The pair wonders if they can shut it down smashing the radios that are receiving commands from afar. Spidey points out that there was probably one in each of the robots that formed this one, so that may take a while. Ms. Marvel then receives SHIELD confirmation of the point of origin for the transmissions to the robot. She tells Spider-Man that they have an address and sends him to tackle the source while she keeps “Mechagodzilla” busy. He notes that she decided awfully quickly who would stay to fight the robot and asks if there’s something she knows that he doesn’t. Carol replies that he said “eep” and “yikes’ within thirty seconds of one another. She adds “I figured you might like to go make your scared little girl noises somewhere else and let the registered super hero deal with the seven story tall killer robot.” Spidey shoot s back “Oh, do the registered heroes take classes on giant robot smashing?” Carol shouts for him to “GO!” as she unleashes an energy attack on the robot.
Spidey makes his way to 1700 Broadway, still pondering Ms. Marvel’s comment about him making “scared little girl noises”. He thinks how rarely he makes such noises as he crashes through the window. He looks around and lets out a girlish “Eeek!” at the sight before him. The room is full of “Stuart Cavengers”, each in the middle of some domestic task or another. The “Stuart” who is cooking greets him and says that he must be there to see Stuart.
Spider-Man replies that he might be and asks who Stuart is. The “Stuart” who has just returned with the groceries explains “Oh, we are all Stuart. Aspects of him, rather.” Spidey stares at the “aspect” and notes how odd it is that he’d actually expect that he’d understand what that meant. The aspect explains further, “We are androids, each designed to hold one part of Stuart Cavenger’s personality while Stuart prime is away.” Spidey comments on how reasonable he’s made the whole thing sound. The aspect introduces himself as the part of Stuart that concerns itself with caring for the needs of others. He complains about some ice cream among his bags that is melting and directs Spider-Man to the aspect of Cavenger that concerns itself with communications.
This aspect of Stuart is on the phone and informs the caller that Spider-Man is there and he will call back when things have been set right. He apologizes to Spidey and explains that that was Stuart prime, who saw what was happening on the news and wanted to put an end to it immediately. Spidey asks who Stuart prime is. The communications aspect tells him that Stuart Cavenger uploaded his consciousness to the internet last Spring and they are what was left behind of him to attend to his business.
Spidey feigns understanding all this and is told he should speak with “Stuart of Destruction” and see if he can’t calm him down. The communications android explains that Stuart’s self-control aspect is busy giving a speech at a seminar in Toledo and unavailable to deal with “Stuart of Destruction”. Spidey scratches his head and says that he should have let Ms. Marvel handle this and he should have taken the easy job. Little does he know that Carol Danvers is being thoroughly pummeled by the giant robot at that very moment.
Spidey is led into the room where Stuart of Destruction is watching various monitors of the battle with Ms. Marvel. The other Stuart introduces Spider-Man and urges Stuart of Destruction to listen to him since he refuses to listen to any of them. Stuart of Destruction greets Spidey and asks him if he thinks that this means he’s won. Spidey replies that all this means is that he’s the most confused man in Manhattan. Stuart of Destruction explains that Stuart Cavenger was the founder of Cavenger Motors as well as Cavenger Cybernetics and that he amuses himself by transferring pieces of his personality into androids so that they can attend board meetings and such for him. He goes on to explain that Cavenger uploaded most of himself to the internet last spring in order to explore all of humanity’s acquired knowledge.
Spidey tosses out that all he likely found there were MySpace bands and YouTube videos of dogs riding skateboards. Stuart of Destruction agrees and goes on to say that Stuart prime now wants to leave the planet. To assist with this objective, Stuart of Destruction has created a nano-gel that sparked the S.C.A.V.E.N.G.E.R. program which standards for Search, Catalog, and Assess Viability of Engineering New Generation Electronic Robots. Spidey notes that that’s the most cumbersome thing he’s heard since whatever SHIELD stands for these days!
Stuart of Destruction clarifies that he is not truly destructive as the others imply by his nickname, he is merely ambition personified. He created the nano-gel to help Stuart prime achieve his current dream to leave the planet. Spidey asks how the giant robot fits into this. Stuart of Destruction explains that after additional acquisitions, the robot with become a rocket ship which will allow Stuart to ascend into the cosmos. Spider-Man points out that he doesn’t think that Stuart prime would approve of what he’s doing and it’s obvious the other Stuart aspects don’t.
At that moment, the giant robot punches through the wall, Ms. Marvel is clutched in its fist. Stuart of Destruction smiles and says “My ride is here” as Spidey leaps to safety. Carol asks Spidey how it’s going and he asks if she’s okay. She replies “Nothing a few weeks in a full body cast won’t solve. You?” Spidey replies that he has no room to complain.
Several additional aspects join them and rant about what Stuart of Destruction has done. The communication aspect calls for the financial-minded Stuart aspect to come and assess the costs of repairing all this damage. Stuart of Destruction knocks the cell phone from his hand and points out that he doesn’t even need that to communicate wirelessly.
Spidey hears this and realizes that Stuart of Destruction is the one broadcasting orders to the S.C.A.V.E.N.G.E.R. robots. He rips Stuart of Destruction’s head off and he demands that Spidey unhand him. The giant robot hand loosens its grip and Ms. Marvel frees herself. She notes that she was going to ask what’s going on here but has a feeling she’s doesn’t want to know. The communications Stuart is relieved that Spidey has dealt with Stuart of Destruction’s latest scheme and asks for his head, which Spidey willingly hands over. Stuart of Destruction screams for Spidey not to do it and continues to rant until the other Stuart aspect shuts him down. “You have done us a great service, Spider-Man” he says as he does this.
Carol pipes up at this point and mentions that she’s part of the Mighty Avengers and will not be under arrest the minute she leaves this place. The Stuart aspect goes on about how grateful he is until they all hear a loud crashing noise as the giant robot falls to the ground below. Spidey suggests that they go make sure no one gets hurt. Ms. Marvel agrees to do so and call for a clean up team and charges Spider-Man with rounding up all the Stuart androids. The communications android tries to explain that Stuart prime would never approve of what happened today and Spidey makes sure that he has the funds to pay for all the repairs that will be necessary following the day’s events. “Communications Stuart” assures him it will be taken care of. Before this can be done, “Communications Stuart” is instructed by Stuart prime to “join him”. Simultaneously, each of his android aspects uploads themselves to the internet. Spidey asks “Communications Stuart” if he has any baking powder before he goes. Or was it baking soda?
When Ms. Marvel returns, Spider-Man is long gone and the aspects have all uploaded to the internet. However, the head of “Stuart of Destruction” has been left behind. He tells Ms. Marvel that the other aspects have “hung me out to dry” and that Spidey left a message for her. He wanted Carol to know that he understands the responsibility that comes with great power and while he gets this, he cannot put those he loves at risk by going public with his identity. He added that he plans to tell Wolverine that he got to second base with her during this adventure. “Stuart of Destruction” doesn’t quite get the reference but carol gets the meaning perfectly. She grabs the android head and flies out of the building with it screaming “I’m going to crush that kid!!!”
Spidey is below in his civilian clothes. He can hear Ms. Marvel ranting as she shouts “You say anything to Wolverine and I’m going to shove that power and responsibility right up your big blue butt!” She continues to search for Spidey but can’t find him. As he walks away he thinks to himself “Nice girl. Little uptight but good people. More or less.” Carol flies away with “Stuart of Destruction” grumbling her frustration. Near the fallen robot Harold, the driver whose sister’s car was absorbed into the monstrous automaton, shows his sister the machine in an effort to convince her that he wasn’t drunk!