A year has passed since Peter Parker aka Spider-Man has stopped his friend turned arch-nemesis Otto Octavius (Doc Ock) from destroying the city and Peter has put Otto behind bars. Peter has also distributed the cure to the people who were infected by Devil's Breath. Miles is ready to continue the Spider-Man mantle while his mentor, Peter is going to Europe with his girlfriend, Mary Jane. But Miles' adventures are only the beginning for him, when he has to stop Roxxon Energy Corporation and a high-tech criminal army known as the Underground, which is led by the Tinkerer from declaring war on Harlem.