May Parker is taken into protective custody by S.H.I.E.L.D. agents. S.H.I.E.L.D.'s HQ, The Triskelion, is still reeling after the attack by Osborn and his group of super-powered escapees. Nick Fury's after a damage report but amongst the damage, the only thing missing is Peter Parker, Spider-Man. 
 
Osborn has plans for Peter. He sees Peter as his own perfect creation and intends to mold Peter in his image into the man he wants Peter to be. He gives Peter no choice. Do as he says or Peter's loved ones will suffer. 
 
Nick Fury has a suspicion of what Osborn intends to do next and deploys the Ultimates to intercept.