Peter Parker has been Spider-Man for over a year. Nick Fury convinces him to become less of a loner and train alongside fellow teenaged supeheroes Power Man, Iron Fist, White Tiger, Nova, and Deadpool. However, corrupt industrialist Norman Osborn targets Spider-Man in the shadows to collect his DNA to make a spider-soldier army and sell to the government. He uses his henchman, Doctor Octopus, to send numerous super villains after Spider-Man. As well as this, the Frightful Four also battle Spider-Man. One of Doctor Octopus' schemes results in him using a sample of Spidey's blood to create the Venom symbiote, which ends up bonding with Norman's son and Peter's best friend, Harry Osborn. During this time, Spider-Man also allies himself with other heroes, including the Powerpuff Girls and the Teenage Mutant Ninja Turtles.