After a couple of glorious months working for the Beyond Corporation as Spider-Man, Ben Reilly's life is falling apart. The leader of the Beyond Corporation's super hero program (and Ben's boss, Maxine Danger, has been messing with Ben's memories, and Ben discovered that Beyond has a super villain program on Staten Island.

Ben and his girlfriend Janine, decided that Beyond couldn't be allowed to exist. SO Janine went to a safe location while Ben went to Staten Island to try to somehow take down Beyond single-handedly. Fortunately, Ben doesn't have to go it alone, as the original Spider-Man, PETER PARKER, has come to help his clone/friend/brother.