Tigra meets up with her teacher, who is meditating at his home. She asks Dr. Strange if he needs anything, like a bathroom break maybe, because he has been meditating for hours now. Tigra tries to get Strange’s attention, but nothing works. She mocks Strange sure is living up to his name.
On that very moment, ninjas jump through the skylight window! Dr. Strange gets up and fires a blast at one of the ninjas, but the ninja manages to cast a force field around himself, which protects him from the attack. Dr. Strange tries to cast another spell, but the ninjas are faster than he is. One of the ninja’s hold his hand forward, and fires a blast at Dr. Strange... which turns him into dust... literally! Only his glasses are left.
Tigra freaks out, finding her master dead, and while crying lashes out at the ninjas, holding her claws ready. Another ninja steps forward and fires an ice blast at Tigra, which hits her and traps the young student in a giant ice cube. The ninja takes out his sword and slices through the crystal, breaking it completely apart and killing Tigra in the process!
Elsewhere in town...
Spider-Man and Mary Jane are web-slinging together. MJ makes a race out of it and enjoys herself. Peter can’t keep up and asks her to wait, but she just playfully sticks her tongue out at him and continues web-slinging. Peter has had enough. He jumps toward MJ and grabs her, and has them both land on a rooftop below. MJ is upset because of this and asks Peter what his problem is.
Peter doesn’t see what MJ was thinking, swinging off like that. MJ calls Peter paranoid, confident there’s nobody out to get him. Peter angrily corrects that there’s someone out to get the both of them! He asks MJ how many costumed heroes she sees swinging around the city these days. He angrily states that, ever since Doom killed the president, all heroes have been public enemy number one!
In that case, MJ doesn’t even understand why Peter bothers to train her. Why does he teach her the ways of the Spider-Clan if she won’t be able to use her knowledge? Peter defends he trains MJ for her own protection. If anyone comes after him, they’d be able to go after her as well. Even to her family. And Peter couldn’t live with himself if that ever happened. He knows he dragged MJ into this world and wants her to stay with him in it. MJ knows. But, as she says as she places her hand on Peter’s shoulder, she’s a big girl. To have these kinds of skills and not use them doesn’t make sense. Peter knows, and agrees that maybe someday MJ can use her powers, but now it’s best to lay low.
Suddenly, a blast almost hits the two. Peter is able to push MJ away and, as the two look up, they find ninjas attacking. MJ smiles, joking that today is probably the “someday” Peter was talking about earlier. Peter warns her to just be careful. The two web-slingers attack the ninjas together, dodging their sword attacks. They shoot webs at the swords and pull them out of the ninjas hands. Peter and MJ triumphantly high five.
One of the ninjas fires an impact beam at the water tower behind MJ and Peter. The tower falls down and the water glides out of it. Peter jumps into safety, and another ninja soon attacks him afterward. Peter decides it’s time to use the spikes attached underneath his glove. The two combatants jump at each other. The ninja is able to slice and hurt Peter a bit, but his spikes hurt the ninja more and he falls down; defeated.
Mary Jane has been pushed against a wall and finds herself under attack of a ninja. She panics and calls out to Peter. The ninja creates a whirlwind and throws his ninja stars in it. The stars are thrown at MJ from all kinds of directions, giving her a hard time to dodge them. One of the stars hits MJ’s shoulder, causing her to scream and faint. The ninja takes out his blade and wants to stick it through MJ’s chest. Peter notices and panics, but is too far to act in time.
Suddenly, help arrives in the form of... the Black Cat! The Cat quickly swipes her claws through the ninja, killing him. Felicia tends to MJ, but she’s still unconscious and can’t hear her. She kisses MJ on the mouth, joking Peter’s going to love this. Peter is shocked by this gesture, but Felicia shouts at him to save the fantasies for later and help her revive MJ. MJ wakes up and immediately asks who just kissed her. When Peter tells her it wasn’t him, MJ is disgusted, fearing she’s going to get hairballs. She angrily shouts at Felicia to stay away from her. Felicia reminds MJ she was just trying to save her life. MJ thinks what Felicia did was almost worse than death. Felicia can easily fix that.
Peter tries to calm the two girls down and not to forget about the five evil ninjas with their death rays. MJ tries to get out the star from her shoulder and Peter suggests he help her with that. Felicia cuts in, asking about the ninja with the impact beam, wanting to know where he is. Everyone looks around, and surprisingly enough... all but the dead ninjas are gone! While MJ manages to take the throwing star out of her shoulder, Felicia mentions that he is not going to like they lost the ninjas. She sheathes her claws open and decides that the vortex ring around the ninja’s finger will do for now. She cuts the finger off and takes the ring away from it.
MJ is shocked and asks Felicia if she couldn’t have just pulled the ring off, though Felicia doesn’t see the fun in that. Peter doesn’t understand the terms “impact beam” or “vortex ring” and wants to know what’s going on. Felicia explains it’s finally hit the fan: the city’s under siege. It looks like someone’s trying to take down the last of the heroes once and for all. A shocked, Peter wants to know how. Felicia states that’s a bit of a long story, and she’s not the one who should be telling it. If Peter wants answers, he’ll have to follow her. When MJ asks to where, Felicia says she’ll bring them to the person who sent her to Peter and MJ in the first place.
The two follow Felicia through the city, when Peter tells them to stop. The Fantastic Four’s flame warning signal is fired into the sky. Peter wants to go do something, because the FF need their help. Felicia warns Peter not to do it, as he’d just be throwing his life away. There’s nothing they can do on their own. It’s better if they meet up with the others, as they’ll have strength in numbers then. Peter wants to know what “others” Felicia is talking about and what’s going on. Felicia promises they don’t need to worry, as they’ll find out soon enough.
Felicia lands on a roof of a destroyed headquarters, and says this is the place. Peter can’t believe that these ruins used to be Stark Island. Felicia reminds him that times change. She opens a door and tells Peter and MJ to follow her through it. They do, and spotlights get turned on above them. The entire base is fully functioning! (“Totally Death Star”, Peter jokes). They approach another door and Felicia whispers to them to be quiet.
A man sitting in front of big television screens tells a holographic image of Sharon Carter he can’t believe what he’s telling her. She can’t leave all of the heroes out there to die! Sharon promises she won’t. She’ll just leave the Thing, the Torch and Daredevil to tend for themselves. She knows they have super powers, and they should use them. The man calls Sharon a cold witch. She knows some of these heroes haven’t used their powers in years and are sitting ducks against this blitzkrieg. Sharon thinks in that case, the heroes should have been smart and go underground like all the mutants did.
The man asks Sharon if she’s seen how bad it is out there. He shows her images of more heroes under attack, and along the way try to make sure innocent people don’t get hurt in the process. Sharon angrily shouts at the man they’ve got the same surveillance systems he has. But her resources are stretched thin as it is, and, Sharon apologizes, there’s nothing she can do. The man is angry with her, confident Nick Fury would have found a way! Sharon believes that may be so, but reminds the man there’s a new ballgame up here now. The days of the old warhorse called Fury being in charge are long since past, and she tells the man he should leave Nick rest in peace. She logs out.
Peter wants to know what all this is about because he thought this place got abandoned since Toni Stark died. The man turns his chair around, and is revealed to be... Stark himself! Stark admits that the building was shut down when his sister was killed. But he, Tony stark, is still alive and kicking. Seeing how Stark is attached to a wheelchair, MJ jokes Stark’s statement is open for debate.
Peter asks Stark what’s going on here and Tony tells Peter to look at his screens. Peter does, and sees more heroes under attack. Stark reveals that the attackers aren’t just in New York. Attacks are taking place all around the world. Someone’s trying to wipe the super-heroes out. Peter wonders why. Stark’s best guess is that it’s all part of some larger power play, going something like this: “you take out the heroes first, and who’ll be left to stop you?” Peter is shocked that they’re all ninjas attacking, and wonders if it could be Venom again.
Felicia doesn’t think so, pretty confident that Venom remains deceased. MJ asks the Cat how she could be sure about that. Felicia states that there’s a lot of things she’s certain of, like who Spider-Man is underneath the mask. Spidey freaks out, believing Felicia spilled his identity to Stark. Stark calms him down, promising Felicia didn’t tell him anything. He found Peter, Felicia and MJ all at the same time as they threw a lot of attention to themselves back in the day. He just got to Felicia first as she was more of a... free agent.
Peter fears that, if Stark was able to piece it all together, others may know his secret as well. Stark admits that’s a distinct possibility. Peter also fears about his Aunt May’s life, if they are under attack. Stark opens a screen, telling MJ and Peter they don’t need to worry. As they can see on the screen, May is with Mary Jane’s mother and they have both been placed under his protection. MJ panics but Peter tries to calm her down by placing his hand around her shoulder. She still feels pain from the star that got stuck in it earlier and screams. Peter apologizes for it.
Stark suggests they go to his med lab so they can deal with the wound. Peter thanks him for it and follow Stark into the lab. They find someone healing in a cylinder, and Peter asks Stark who the person is. Stark smiles he could tell Peter that, but in that case, the man would probably have to kill him. They all stare at the man floating in the tube, who is revealed to be... Wolverine! Wolverine opens his eyes and stares at everyone...