Spider-Man crawls his way up the mayor's building. The Sinister Six is waiting inside. The kids continue to strike the old bell from the church tower. The noise is keeping the symbiotes back. The R.E.I.G.N. soldiers, led by the Sandman are under orders to stop them. The mayor calls them terrorists. As the Sandman steps forward to tell them they have no hope of winning, the little girl in charge goes off on him. She says hope has three daughters: Anger, Courage, and Truth. As she removes her mask, Sandman notices that she has his eyes. At this moment, she appears to turn into cement. Upon seeing the fact that she's a "super" or an "illegal," the other men begin to open fire. Sandman unleashes his powers to get them to hold their fire. After being shot so many times, the girl is in a couple of pieces. Sandman picks her up and tells her it's going to be okay.
With the bell stopped, Venom can now think again. Spider-Man bust through a window where Electro and Hydro-Man are. He quickly takes them out after reminding them that electricity and water don't mix. Scorpion is up next. He says with his new suit he can do anything. Spider-Man asks him if he can fly as he knocks him out the window. Mysterio tries rattling Spider-Man's mind by posing as Mary Jane. Spider-Man punches through his dome and knocks him out. Kraven is next, but he too is defeated.
Outside, Sandman tries to fight back the symbiotes as he still holds the girl he thinks is his daughter. He tells her to focus and try to reform herself. Suddenly the symbiotes leave. Thinking they've won, he looks down and finds the girl has died. Heading towards the building, he tells the soldiers to go home to their kids as he heads inside.
Spider-Man finally arrives to confront Venom. The symbiote blames Spider-Man for bringing it to this planet and making it a prisoner. The mayor soon realizes that his plan on keeping the city safe with the help of Venom was a mistake. He turns to run as Spider-Man tries to battle Venom. As Spider-Man begins to black out, he sees himself as the nerdy high school student. Mary Jane walks up to him and gives him a pep talk. She tells him once again that she loves him and to "go get 'em, Tiger."
Smashing out a window, Spider-Man starts crawling to the top of the building. He notices that the people below are watching rather than running home. He knows he will probably die. He sees dying a way to make the people of the city fight harder. Followed by a hundred symbiotes, Spidey is in true form. He lets out the wise-cracks as he takes hit after hit and getting in some of his own. Battered and bloody, Spider-Man soon finds Sandman walking up behind him. He tells Spidey that Hope has three daughters and he has a date with Truth. He hands him the detonator he got from the mayor that controls the remote explosives that are lodged into his and the rest of the Sinister Six's molecular structure.
With the Sandman swallowed and the other Sinister Six's in the building, Spider-Man pushes the detonator surrounded by symbiotes. The building explodes.
On the streets, J. Jonah Jameson walks past a child. He asks him what it means. Jameson tells him it's a second chance. He is soon on television telling how the streets are no longer safe. There are rapes, mugging, and murder on on every corner once again. The "super-terrorists" are loose again. "God bless 'em."
As a criminal tries to rob a bar, he is suddenly webbed up from behind and left hanging. A man in a trench coat and hat walks away telling MJ that he will see her once again someday but for now, he has responsibilities.