Dr. Curt Connors is examining a piece of black matter from John Jameson's space shuttle. Peter is intrigued by the discovery of this black matter, but he still isn't allowed back in the ESU lab due to what happened earlier. Peter decides to investigate the black matter as Spider-Man, but he gets into a run in with Black Cat. During the fight, a piece of the matter gets on the sole of Spider-Man's boot and his costume soon turns jet black. At the same time, the Chameleon starts doing a series as robberies and heists. It is soon discovered that Chameleon has been disguising himself as Curt Connors so that he would steal the black matter. Spider-Man must form an alliance with Black Cat so that they can stop the master of disguise from causing anymore havoc.