year after becoming Spider-Man, teenager Peter Parker is confronted by Nick Fury, director of S.H.I.E.L.D., who offers him a chance to train with S.H.I.E.L.D., to become the Ultimate Spider-Man and join a team of superheroes that is being assembled. At first declining the offer, Peter soon realizes that he may need Fury's team of heroes in order to fight the threats he faces when the Frightful Four (consisting of Wizard, Thundra, and Klaw) attacks Midtown High on Doctor Octopus' and Norman Osborn's orders, having discovered (thanks to Frightful Four member the Trapster, whom Spider-Man incarcerated) that Spider-Man's alter ego attends the school.

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