In the recent New Avengers series, several hundred super-powered criminals escape from The Raft, a prison for super powered criminals. Spider-Man, along with Captain America, Iron Man, and Luke Cage, to name a few, manages to capture some of them. In the aftermath of the prison breakout, Cap asks Spidey to become a member of the New Avengers, which Spidey uncharacteristically agrees to.

In Amazing Spider-Man #519, Peter, Mary Jane and Aunt May move into Stark Tower, headquarters of the New Avengers. Meanwhile, in another part of the City, the criminal syndicate known as Hydra is planning to take over the world using some evil duplicates of the Avengers.

In Amazing Spider-Man #520, the New Avengers are confronted by these doppelgangers who, at issue's end, manage to evade being captured. Putting two and two together, Spidey realizes that the fights were meant to distract them, as part of a larger evil scheme to smuggle missiles into the United States.

In Amazing Spider-Man #521, it is revealed that Edgar Lascombe, a wealthy man attending the after-party for Mary Jane's off-Broadway play, is in fact a prominent Hydra member who is in charge of the organization's next terrorist move, which entails poisoning the Ogallala aquifer, the largest natural reservoir of water in the United States, using modified SCUD missiles carrying tons of the deadliest toxins known to mankind.

In Amazing Spider-Man #522, Tony Stark informs Spidey about Lascombe's connection to Hydra so Spidey breaks into Lascombe's penthouse apartment. While there, he finds a secret passage leading to Hydra's enormous underground lair. Disguising himself as a Hydra member, he makes his way into the lair and discovers Hydra's plan to poison the Ogallala aquifer. But things get out of control and, after saving the life of a Hydra member, who began doubting the mighty organization, he comes face-to-face with the evil duplicates of the Avengers. This is where this issue picks up.

ACT 1: Karl, the Iron Man duplicate, takes the first shot. With amazing agility, Spidey jumps out of harm's way. Militant, the Captain America duplicate launches himself at Spidey while The Bowman, the Hawkeye duplicate, shoots an exploding arrow at him. Using his trusty spider-sense, Spidey impressively dodges both attacks, and lands on a nearby wall. Realizing that the doppelgangers are but evil carbon copies of the real Avengers, Spidey gets really fired up and takes them on. Within seconds, he's incapacitated The Bowman and Militant. The Hammer, Thor's duplicate, swirls his hammer around and throws it towards Spidey. Spidey easily dodges the hammer and laughs at his opponent's inability to hit him. Just then, his spider-sense kicks in and the hammer returns to its owner, clipping Spidey in the process. Ticked off, Spidey webs the hammer in The Hammer's hands. The Hammer is furious and slams his hammer into the ground, releasing a large electromagnetic pulse, which hits his teammates and Spidey. Karl is pissed off at The Hammer for doing so and confronts him about it. Militant intervenes between the two and tells them that they have to work together if they intend to beat Spider-Man. As the four duplicates regroup and advance towards Spidey, the sound of machine gun erupts behind the door in front of which Spidey is standing. Spidey tells them that there is a simple reason why there is gunfire outside the door: Hydra is under attack. Just then, an explosion rips the wall beside them, revealing the New Avengers: Captain America, Iron Man, Luke Cage and Spider-Woman. Within seconds, the New Avengers and their evil duplicates are at each other's throat. Spidey prepares to join them in battle when the Hydra member he saved in last issue grabs his arms and tells him that they have to get to the missile because he is convinced that the others started prepping it the instant he – Spidey – showed up. Spidey asks him where the launch pad is located to which he replies that it is three chambers east of where they are standing and adds that he'll never get there in time, not on foot anyways. Knowing exactly what to do, Spidey whistles for Iron Man to give him a lift. Iron Man checks with Captain America to make sure that he and the others can take care of the duplicates. When Cap's shield rips right through the Militant's shield, it is evident that he has the situation under control.

ACT 2: Iron Man takes flight, grabs hold of Spidey and the two of them make their way to the launch pad. Iron Man drops Spidey off onto the launch pad then engages in battle with some heavily armed Hydra members. Spidey clears Hydra members off the launch pad and begins working on trying to override the launch sequence. Within seconds, the security override is initiated, but Spidey wasn't the one that did it. A voice is heard behind him; when he turns around, he comes face-to-face with Edgar Lascombe. Uttering the words "Hail Hydra" Lascombe pushes down on a button on the computer console and the countdown begins for the launch of the missile. Ten seconds pass at an amazing rate and the missile takes off. Spidey spins a web that snags the missile and he is taken along for the ride, to the utter terror of Captain America who is reminded of how Bucky died.

ACT 3: At ground surface, a large door opens up in an inactive construction site and the missile speeds through the opening, Spidey still holding onto his webbing. Seconds later, Iron Man emerges from the opening on his way to stop the missile. However, the opening of the door has caused a nearby crane to begin falling towards a group of pedestrian so Iron Man is duty-bound to rescue them, thus slowing him down considerably. After taking care of this problem, Iron Man takes flight to try and catch up to the missile. Meanwhile, holding onto the surface of the missile, Spidey uses his great intellect and locates the missile's gyroscopic and GPS systems, which are navigational instruments that constantly check the missile's speed and position so as to stay on target. Taking off his mask, which has begun to fog up due to the increasing altitude, Spidey fiddles with the wires and electric systems and manages to sent the missile off course. The missile changes direction and starts to fly upwards towards the ocean, where Spidey hopes that the toxins will evaporate, due to the high altitude, or dissolve into the vastness of the ocean, when the missile detonates. Continuing to hold onto the missile, Spidey has a hard time breathing, the air growing amazingly thin. He starts to black out but tries to hold on until he can safely detonate the missile. As he borders the line between consciousness and unconsciousness, he lets go of the missile, seconds before it blows up into the ocean. Spidey appears to be hit by the full force of the explosion.

To be continued.