Peter and Harry were hanging out at Oscorp penthouse playing a fighting video game where Harry was kicking Peter's butt. Harry's dad was too busy with work to take Harry to the baseball game so hanging out with Peter was his second opinion. Peter told Harry to go easy on his dad even when he has to work all the time. Harry didn't really care, Norman Osborn is not exactly Father of the Year to him. Peter thought Norman was pretty good to him, he told Harry that he was lucky to have someone like him around.

Harry quickly changed the subject from Norman Osborn to the kiss between Danny and Peter. Peter started blushing bright red trying to hide the fact that he enjoyed it. "Wait a second, did you have something to do with me being the understudy?" Peter asked.

"I may or may not have faked being sick so Danny can get his first kiss with his real crush. Come on Pete, Danny really likes you. A lot." Harry confessed.

Suddenly, Peter felt his spidey sense tingling right before he could say anything to Harry. There was a loud explosion that came from Norman Osborn's office. Harry raced up the stairs shouting for his dad while Peter following from behind. Just then some of the debris fall right behind Harry blocking Peter from following him. Peter told Harry to go ahead while he called for help. Harry listened and continued heading to his father's office while Peter quickly changed into Spider-Man.

When Harry reached the office, he found his dad in the hands of someone trying to hurt him. Suddenly a green blur came out of no where and sent the figure straight into the wall, letting Norman go. Spider-Man came onto the scene but found Phantom floating above Norman. "I thought you didn't work late. Broke out of the haunted house gig." Spider-Man joked.

"Very funny. That same thing appeared in my house and almost killed my mentor. I've been tracking it and good thing I showed up." Phantom explained.

Harry ran to help his dad up from the floor when the figure finally revealed himself, it was Ironman. Both Phantom and Spider-Man were shocked about how wrong this was on almost every level. Norman shouted at Iron Man to get out of his house. Spider-Man tried to see talk some sense into Iron Man but that backfired when he tried to shoot Spider-Man with a missile. Spider-Man jumped out of the way while Phantom pulled both the Osborns behind the desk. Iron Man kept blasting and destroying Norman's home, Phantom figured that someone or something might have hacked his suit. Norman pushed a button under his desk to reveal a hidden space full of weapons.

Spider-Man webbed up Iron Man from head to toe to keep him from attacking. Just then, Norman showed up from hiding with a giant gun in his hands pointing at Iron Man. He wasn't going to cower in his own home, he wasn't going to let Ironman think that he was defenseless. Phantom tried to talk Norman out of blasting an Avenger to smithereens but Norman had already pulled the trigger. He stopped after a few minutes of making sure that Iron Man was scrap metal. Spider-Man freaked out a bit, he had never seen this side of Norman Osborn before.

However, Iron Man was still standing when the smoke cleared up and now he was angry. Norman tossed the gun aside and claimed that he had another trick up his sleeve. "Mr. Osborn, you and your son get to safety and let us handle Iron Man. We don't want either of you getting hurt." Phantom explained.

But Iron Man tackled Spider-Man to the ground and was about to fire but Norman used an electric glove that short circuit the suit. It only worked for a few seconds then the suit turned to Harry. But before it could fire, Phantom knocked the helmet off the suit then the suit just collapsed like a puppet. The suit was empty, something was off. "I think we better talk to Tony about this." Phantom said.

They both left Oscorp and headed to Stark Industry to talk to Tony. When they got there, another suit flew out of the floor and faced Phantom and Spider-Man. "There better be a goateed rich guy in there or you're getting tazed." Spider-Man stated.

Turns out that Tony Stark is in the suit and Spider-Man stand down. His hall of armors has been compromised and he has been spending the night trying to stop them. Tony suggested that they could pass on this one but their curiosity got the better of them. They got down to the hall of armors to find three other suits all online and ready to attack them. They each took a suit and started fighting them, Phantom managed to shut down the suit with a nose.

"A nose? Really?" Phantom asked.

"I was in an anatomical phase." Tony confessed.

The other suit were easily taken down by Spider-Man and Iron Man. Iron Man then pointed to the robotic bug that broke in and took control of the armors. The bug was hacking the mainframe firewall looking for something. Spider-Man mentioned that two of Tony's armors attacked Norman Osborn and Phantom's mentor. They were just about to get to the bug when the Hulk Buster armor blocked their path. Iron Man grabbed two electric disks then used them to short out the suit.

The bug saw them then tried to flea from the heroes. They chased the bug all around the room until it opened the waste disposal and flew in. Tony claimed that he couldn't fit in the pipes but Spider-Man volunteered to go in. "Maybe I should do it. I can fit too." Phantom stated.

"I don't think so. That thing could have the anti ghost knock out gas on hand. Last thing I need is Fury lecturing me." Spider-Man answered.

Spider-Man went into the pipes and started wrestling the bug tried to grab it. The bug and Spider-Man kept wrestling until the bug got away but Spider-Man managed to grab a piece of the tech. Spider-Man climbed out of the pipes covered in green slime and holding the piece in one of his hands. Tony stated that the bug had just snatched his entire database. Both Phantom and Spider-Man knew what that bug was, it was an octo-bot.

Phantom, Spider-Man, and Ironman headed to the helicarrier where Plasmias and the Osborns were for protection. Both Tony Stark and Norman Osborn were at each other's throats bickering like children. Plasmias had to step in and stop them from getting any worse. Even Fury agreed that bickering was getting them no where. Fury told the Osborns that until they can figure out who sent the armor after him and Plasmias, they would be staying here. When Tony asked Norman about Doctor Octopus and why he was trying to kill him, Norman didn't say a word.

Doctor Conners came into the room to tell them that he has something that all of them need to see. He found out that the technology from the robot was created by his old friend, Otto Octavius. Both of them did their studies together, after they graduated Otto went to work for a premier tech company. All eyes turned to Norman Osborn, the same Doc Ock that had attack Spider-Man and Phantom worked at Oscorp. Norman confessed that he knew Otto Octavius but there was a lab accident and Otto had died.

Norman didn't believe that Otto was alive but Tony claimed that the tech said otherwise. Suddenly the robotic arm came to life and attack Norman. Spider-Man webbed the arm and pulled it off of Norman Osborn. Fury thought that the arm was deactivated but when Tony scanned it, someone had power it remotely with Arc Reactor energy. Norman accused Iron Man for uses that arm to attack him. Tony claimed that is wasn't his arc reactor, there was another one in close proximity.

" I thought we took down all the armors." Phantom said.

Just then Spider-Man's spider sense went off and someone had crashed through the roof of the helicarrier. It was Doc Ock in a new upgraded armor powered by an arc reactor. Doc Connors looked stunned to see his old friend. Phantom told him to sit this one out and take cover. Iron Man was the first to attack Doc Ock but Ock used his octo-bots to keep Iron Man busy. Fury locked down the lab to keep Ock from escaping. Phantom and Spider-Man joined in the fight while Connors, Harry, Norman, and Plasmias stayed back.

Ock had made more upgrades to his suit, he had a force field around his suit which makes it hard for the heroes. He even included a freeze ray just for Spider-Man. "Whoa! Freeze Ray. That'll come in handy for smoothies at the annual creepy stalker guy reunion." Spider-Man joked.

Ock demanded that they hand over Osborn and he would let them live. Spider-Man and Phantom refused then attacked Doc Ock. Spider-Man webbed up Doc Ock's arms but he sent out his octo-bots to deal with him. Phantom tried to get close but Ock sent a container filled with Blood Blossom gas right at Phantom. Spider-Man grabbed the container and threw it back at Ock. "Here. Have a taste of your own medicine." he said.

Doc Ock grabbed both Harry and Norman with his tentacles, he then zapped Harry until he fell unconscious. Plasmias tried to help but Doc Ock trapped him in ghost proof chains then left the helicarrier. Fury told Spider-Man that he was going to call in the rest of the team but Spider-Man told him not to. By the time the rest of the team gets here, Harry and Norman will be goners and Plasmias will already be dissected. Spider-Man volunteered to take down Ock himself, Phantom wanted to come along but Spider-Man told him to stay put.

"Phantom. Ock already tired to poison you again. I'm not taking the risk. Just stay here, I'll get your mentor back. I promise." Spider-Man stated.

With that Spider-Man took the Iron Spider suit then tracked Ock to Oscorp. Spider-Man showed up and saved Norman from almost getting barbecued by Ock's tentacles. He then grabbed Harry and placed him in Norman's arms. Both Ock and Iron Spider fought and Iron Spider was more stronger than Ock. Ock began to tell Spider-Man lies about how Norman was the one who was hunting him and Phantom. "Do you ever shut up?" Someone said.

Phantom had shown up in black and sliver armor ready to take down Doc Ock. "I thought I told you to stay put." Spider-Man stated.

"And what? Let you have all the credit? Not happening." Phantom stated.

He managed to find Plasmias and got him out of the fight before showing up to help Spider-Man. Norman took Harry inside, before he closed the door he told Spider-Man that he can trust him to protect him and his son. Suddenly, Doc Ock's arc reactor started to act up like it was going into a meltdown. Spider-Man joked to Ock if he even charged it but that only made him angry. He grabbed Spider-Man and starting ripping the suit apart. Just then Iron Man showed up and saved Spider-Man with Phantom's help.

"Why isn't the arc reactor re-powering? I built it to your specifications!" Doc Ock complained.

"Off the specs you stole. But I never put everything in the computer." Tony answered.

The three of them took down Doc Ock, Spider-Man delivered the final punch and sent Doc Ock flying half way through the city. Norman thanked Spider-Man and Phantom for their help, Fury came back with some agents to find Ock but he was gone. Norman did tick off Tony by calling his suit toys and telling him to keep them away. Little did they know, Norman was planning something big.

Tony had left for his tower but Phantom and Spider-Man stayed on the helicarrier for a bit to talk. He asked Phantom why he put himself in danger by taking down Ock with him. "I've handled worse ghosts than Doc Ock." Phantom stated.

"I know but... I just didn't want to take the chance that Doc Ock would have drugged you again. I care about you Danny. And I really like you." Spider-Man confessed

Phantom didn't say anything, instead he places a kiss on Spider-Man's cheek saying that he liked him too. "If you're not too busy, maybe we can hangout sometime." Spider-Man asked flustered.

"A real date? Sounds fun."