Spider-Man, Iron Spider, Agent Venom, Kid Arachnid, and Scarlet Spider have been looking for signs on where Doctor Octopus is hiding out. Upon Spider-Man and Iron Spider being ambushed by Vulture, they follow him to a nearby island where they are attacked by clones of Sandman. As Spider-Man fights the Sandman clones, Iron Spider stumbles upon a secret laboratory where Doctor Octopus has captured Sandman and cloned him so that he can find the "Ultimate Sandman" that will join the Sinister Six. After Sandman is rescued and Doctor Octopus escapes, Spider-Man allows Sandman to spread out around the Triskelion.