ACT 1: The home of Jill, Paul, and Arthur Stacy in Forest Hills, Queens. Spider-Man categorically refuses to help Arthur kill Senator Ward. Arthur replies that Spider-Man just doesn't know how dangerous Ward actually is and that maybe he should tell him everything, make him see how necessary it is to kill him. Suddenly, Spider-Man's spider-sense alerts him of impeding danger. As he grabs Arthur and leaps away, the house explodes into pieces, Spider-Man taking the most of the blast.

ACT 2: The past. Fifteen years ago. Three men are on a secret espionage mission gathering information on the criminal organization known as Hydra. They are: Arthur Stacy, the Ranger, and Stewart Ward. The mission suddenly becomes compromised. Ward, who is running Intel on the mission, is immediately blamed by the Ranger who pins him against a wall. Arthur steps in and separates the two, telling them that they have to finish the mission no matter what. Ranger agrees but promises that if he finds out that Ward turned them over to Hydra, that he is going to wish he were with the last group of dog soldiers.

ACT 3: The present. The office of Senator Stewart Ward. Ward has gathered all the information he needed from the alien symbiote he stole from Eddie Brock so he lets it go. He pages one of his men to come into his office and tells him to come closer to his desk. As the man approaches the desk, he cannot see Ward since the latter is sitting with the back of the chair facing him. Once he gets close enough, Wards suddenly grabs him and spreads his virus, which consumes the man's flesh, decomposing him in a matter of seconds.

ACT 4: Spider-Man is badly shaken up from the earlier blast. The Ranger is there now. He and Arthur leave to find Jill and Paul before Ward does, leaving our hero, who is slowly regaining his strength, behind. Minutes later, Spider-Man has regain enough of his strength to hop on top of a transport truck heading towards his home.

ACT 5: The past. Arthur, the Ranger and Ward are resting in an abandoned house for a few minutes. Arthur spends those ten minutes looking at a picture of his children and of his brother George and daughter Gwen. Ward tells Arthur that he and him are quite alike to which Arthur replies that they are nothing alike; that Ward is a glory hound and a politician through and through. The Ranger, who is on the lookout, interrupts their conversation and tells them that Hydra's men have arrived. Ward tells them that he knows a back way into Hydra's installation that he's sure they don't even know about. He practically begs them to let him prove that he is on their side. They reluctantly accept.

ACT 6: The present. An exhausted Spider-Man makes his way back to his apartment where, after a quick shower, he catches a few zees. Later in another part of the city, the Green Goblin is up to no good when he blows up a building and glides away.

ACT 7: Some time later, Peter awakens on the floor of his bedroom, after having a bad nightmare. Randy, his roommate knocks on his bedroom door to make sure that Peter is all right. Peter replies that he is okay and that he is going back to bed. Peter waits to hear Randy walk away, puts his Spider-Man costume on and exits the apartment through the bathroom window, leaving Randy wondering where Peter is gone to.

ACT 8: The past. Arthur, the Ranger and Ward have make their way into the installation where Hydra scientists were developing bio-pathogens derived from alien life forms. They are setting up charges to blow up the facility when Ward shows his real self and turns against Arthur, pulling a gun to his head. Ranger dares not to try and shoot Ward as he may endanger all their lives if ever he would miss his shot. Ward takes a single vial containing alien bio-pathogens from a nearby containment unit and goes to shoot Arthur in the head. However, the latter moves like lightning and escapes the bullet, which hits the refrigerant in the chamber containing the virus. As Ward flees the scene, Arthur and Ranger are left with no other choice but to blow up the facility before the pathogens has a chance to escape. They set up the last charges and run away.

ACT 9: The present. Spider-Man knows that Randy is meeting with Jill Stacy and Gloria Grant at a nearby club so he heads over there since he knows that Ward is after Jill to try and kill her. Along the way, he stops a purse-snatcher dead in his tracks with the help of some of his webbing.

ACT 10: The past. The secret installation in which Arthur, the Ranger and Ward battled last, happens to be directly beneath a town filled with innocent civilians. As Arthur and the Ranger make their way through the above crowd, they finally spot Ward making an exchange with a big guy hidden underneath a hooded garb. They would shoot him right there and then but they are afraid of breaking the vial, which would immediately cause the virus to be release. Ward spots them.

ACT 11: The present. Randy, Jill and Gloria are just about to enter into a club when two strange individuals, who appear to be in a state of decomposition similar to that of Senator Ward, approach them with the intention of hurting them. Spider-Man, who is on a nearby rooftop, drops in and tackles them.

ACT 12: The past. Guns drawn, the Ranger and Arthur confront Ward. Ward offers that they join him and his associate, whom he introduces as the last surviving member of an alien invasion team who call themselves the Z'Nox. As Ward finishes his sentence, the alien lowers down his hooded garb and grabs Arthur's gun out of his hands.

ACT 13: The present. The battle rages on between Spider-Man and the two "decomposing" men.

ACT 14: The past. Bullets are flying all over the place. On one side: Arthur and the Ranger; on the other side, the alien Z'nox and Stewart Ward. Suddenly, the vial shatters. The pathogen immediately starts spreading over the crowds. Arthur is hysterical, believing that it was one of them who hit the vial. Ranger reassures him and tells him that he saw the alien creature break it; as if it meant for this to happen. Before the virus has a chance to infect them, Arthur and the Ranger clear of the area, and then they radio their bosses at S.H.I.E.L.D. so as to quarantine it.

ACT 15: The present. Spider-Man keeps on fighting the two "decomposing" men, who keep coming and coming. Finally, Arthur Stacy and the Ranger show up and dispose of the two men. Spidey asks Arthur to explain what is going on when Ward shows up accompanied by a herd of Z'nox. Their goal: to release the virus upon the world.