The story begins with Kingpin brainwashing Ned Leeds on a phonecall to go against Spiderman as he put Ned's and Betty's life in danger. Ned meanwhile going to his apartment finds a lot of weapons along with a Hobgoblin rubber mask. Ned knows his upcoming steps against Spiderman.
Aaron is left free on bail after he witnesses against Kingpin when Peter and Stacy plan to send Aaron to Brooklyn and keep Miles safe. Miles is taken care of by Gwen at his place. On their way to drop Aaron on an empty highway, Ned attacks their car in an attempt to kill Aaron in an act of revenge against Kingpin's imprisonment. Peter shows up as Spiderman and tries to stop Ned who shoots Peter on his shoulder. Aaron is successfully dropped in Stark's jet. Ned escapes while Peter injured is kept in isolation of the hospital. Peter tries to figure out to identify Hobgoblin when he realizes that he can be Ned.
In the morning Stacy interrogates Kingpin about what he did to Ned when Spiderman shows up. Kingpin tells that on the same day, Ned would kill the Secretary of the state in his office so that Kingpin who was the second most eligible candidate in the election would take over the position. Peter in a hurry to stop Ned from all this leaves to Secretary's office when Ned is nearly about to kill him, Peter stops him. After a long chase between Spiderman and Hobgoblin, Stacy knocks Ned down and arrests him. Ned in all this process had discovered Spiderman's true identity as Peter. Peter and Stacy think that they finally won against Kingpin arresting his last player. Peter goes to spend time with Miles when he tells Miles his origin story.
Peter tells that while he was on a college trip to Oscorp he was bit by a Genetically engineered Spider who gave him such abilities. But a few days later he lost his uncle who was murdered and the culprit is still on loose. That's when Peter met Captain Stacy and Stark who helped him become a crimefighter. Miles doesn't tell Peter but was also secretly bitten by a similar Spider once which he keeps to himself but hasn't got any ability like that as such. Gwen also starts spending time with Peter and tells him that Mary left the town permanently. Peter gets a call from the Police station when he learns that Captain Stacy while coming back to his home was kidnapped.
In the police station where Ned had already been kept with Kingpin explodes poison bomb which poisoned all the police officers present in the room and Ned along with Kingpin who had already taken its antidote escape the prison easily alongside getting successful in killing so many policemen. Peter tries to find Captain on several locations when he gets a phone call from Gwen who tells him in Chaos that Ned had kidnapped her and her father and he wants him to show up as soon as possible. Peter frightened runs towards the bridge where inside a helicopter Ned has held both Captain Stacy and Gwen. He gives Peter a choice to either save, Gwen, or her father. Ned then throws away both of them into the river while on their way of falling Peter hangs both Gwen and Captain saving Gwen first on Captain's command. Captain still hanging gets shot by Ned who after shooting escapes.
Captain Stacy dies which puts Gwen and Peter in huge shock. Gwen hides in sadness while Peter realizes that he always loses the people he loves because of being Spiderman. Thus Peter on the same night removes his Spiderman suit and throws it away in the garbage and quits being Spiderman.
Kingpin thanks Ned and takes away all his weapons and plans to build up a team to kill the secretary. Ned before coming back to his normal life requests Kingpin to join his slew to which Kingpin agrees and gives him a much stronger Hobgoblin suit built by Toomes who too is on loose now. Kingpin learns about Aleksei Sytsevich who was Rhino and lies in a mental prison, whom he can free to join his slew. Peter in his normal routine tries to find out Gwen when he learns that Gwen was found faint in Oscorp tower when Tony makes her return. Peter gets sympathized with Gwen seeing her condition on losing her father. Peter thus recalls his memories with uncle Ben. The next morning Aunt May arrives to live with Peter for a few weeks when she tells that Spiderman was not just a hero but a hope for common people that there is someone who is still fighting for their justice to which corrupt politicians like Kingpin can't.
Kingpin meanwhile makes his way to Brooklyn to find Aaron whom he threatens to kill when Aaron convinces Kingpin to give him a final chance. Kingpin agrees as he knows the value of family. Aaron is again made Prowler and he joins them on the task of killing the Secretary. Peter learns from the news that the Secretary would travel in a special kind of underground train built for the army when Peter gets aware of the fact that Kingpin is after killing him. Peter decides to go after them to save them when Stark gives him a new kind of Iron Spider suit to battle up with all of them.
At night the secretary sets out when, Vulture, Prowler, Hobgoblin also arrive at the place and enter the train when they hold the secretary in their clutches. But Spiderman arrives on time and saves the Secretary from the three. Spiderman then battles up with the three on the train and then taking them out in the town. Kingpin gets to know about this when he leaves his dinner with his wife and daughter and leaves in his car to kill Secretary the while Peter is fighting them. Peter knocks down Vulture somehow. Aaron tries not to attack Peter but Peter understands Aaron's situation thus he attacks him throwing him off in a river. The last one is Ned with whom he needs to revenge Stacy's death when Ned shoots Peter on the same shoulder again when Gwen arrives on time and shoots Ned.
Peter rises up and goes to the same train again where Kingpin had taken Secretary in his grip when Peter attacks Kingpin. Both battle up while, Kingpin's wife and daughter leave for finding him. While fighting Spiderman, Kingpin is about to kill him choking him when all this is seen by his wife and daughter. Kingpin leaves Peter and goes after his scared wife and daughter to explain everything. On their way, in car the two get hit by the train and they die. Kingpin gets shattered completely seeing his daughter and wife dead when he is again arrested for attacking Secretary.
Peter praises Gwen for revenging her father's death when he says that Ned was a good person who shouldn't have died but Kingpin was responsible for this. In jail, it is revealed that Ned never died as his suit was bulletproof and he visits Kingpin in prison who orders him and the whole slew to kill Peter Parker whom he blames for his wife and daughter's death.
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