Dr. Octopus learns decides to transform himself by plugging his brain into computers and deploys hundreds of octopus bugs. As Spidey prepares for the upcoming wedding, the city of New York literally begins to attack him. Doc Ock proclaims his plans for making the world a utopia. The Avengers and Fantastic Four get involved. Spidey and the Human Torch track Ock down and rescue Jay Sr., Carlie and Norah. Spider-Man battles Dr. Octopus but the villain gets away. Aunt May and J. Jonah Jameson Sr. are married. Pete immediately hits John for a loan. The bouquet is caught by Mary Jane Watson.; Spidey visits a rather familiar looking psychiatrist to unload all of his problems but his life turns out to be so crazy that the shrink turns out to need psychiatric treatment of his own.; Uncle Ben struggles with the job of raising his nephew.; A group of school kids imagine what it would be like to be Spider-Man.; Aunt May visits Uncle Ben's grave and seeks his blessing in her upcoming marriage to Jameson Sr.; Peter and Norah are covering a super hero tech display at the Museum of Design when a group of kids start making fun of the Spider-Mobile.; Madame Web is viewing the future when she is attacked and captured by the new Kraven and her mother.