After the defeat of Doc Ock's crew, Spider-Man must retrieve the cure for the Devil's Breath bio-weapon. As he finishes a battle with Martin Li in an attempt to get the serum, Octavius barges in and apprehends both the serum and Norman Osborn. With Spider-Man mortally wounded, he returns to F.E.A.S.T. to receive medical attention for his injuries. But he realizes time is not on his side because Aunt May has succumbed to the deadly disease. A weary Peter must finish this fight with Doc Ock, his former hero, in order to save his loved one.