In the battle with Morlun, the original Peter Parker sacrificed his life to save the universe. But because of this, Peter's daughter, May Parker, grows up without a father figure. She also gained spider powers just like him. When learning to use her powers, she comes into contact with the second Spider-Man, Ben Reilly, who trains her. But when he dies, and the Sinister Seven break out of prison, May is the only one who can stop them.