After a fight with Whirlwind, Spider-Man insists on a weekend off from Nick Fury and S.H.I.E.L.D.. Unfortunately, Doctor Octopus chooses this very time to attack Spider-Man when his job is threatened by Norman Osborn.
Peter Parker has been Spider-Man for just one year. He has saved lives and fought supervillains, but he is still in the process of learning how to be a superhero. Nick Fury of S.H.I.E.L.D. offers Peter the chance to train to be a real superhero and become "The Ultimate Spider-Man".
However, beforehand Peter will have to learn how to work with a team of four fellow teenage superheroes. The teen heroes Spider-Man will be teaming up with are Nova, White Tiger, Iron Fist, and Power Man.