In an opening cutscene, Spider-Man finds himself beset by all of his movie villains (except for the Burglar). He gains help from the New Goblin as he encounters the Green Goblin, Doctor Octopus, the Sandman, and Venom. All six characters suddenly find themselves targeted by an enemy force and one-by-one, the villains begin disappearing. Meanwhile, Spider-Man is rescued by S.H.I.E.L.D., who informs him that the meteor which brought the Venom symbiote to Earth had broken up in its atmosphere and five more pieces had landed in numerous locations across the globe. Fury sends Spider-Man to retrieve the shards of meteors. Spider-Man quickly finds that the villains who attacked him and several more of his foes, including Rhino and Scorpion, have been placed under mind control of a mysterious villain. The villain also creates and controls holographic/symbiote combination foot soldiers called "PHANTOMs" (short for Perpetual Holographic Avatar / NanoTech Offensive Monsters). As Spider-Man fights his enemies one-by-one and rescues them from the mind-control, they promise to aid him in finding the villain responsible. As Spider-Man progresses, he obtains more allies such as the Black Cat, Iron Fist, the Lizard, and Blade. He discovers that the evil mastermind is Mysterio, who intends to use his army to take over the world, using each shard of the meteor to make them stronger.
Ultimately, Spider-Man breaks his last shard to defeat him using the black suit. With the shards destroyed, Spider-Man turns the black suit over to S.H.I.E.L.D., who decides to analyze it and refers to the study as "Project Carnage".
- 1 Appearances of Peter Parker (Earth-71002)
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- 7 Images featuring Peter Parker (Earth-71002)
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