While Flash was off in Tokyo and fighting off The Gold Serpent, the deadly mercenary of the Yakuza, Big Man and Kingpin have downright been at war. After the death of Eddie Alessandro, one of Kingpins most trusted allies, he took it as threat and has now declared war against his now bitter rival Big Man.
Meanwhile Big Man has had the worst time of his life, not only is he at war with, what used to be his best friend he's also lost Zek Skytroller, formerly known as Electro to Spider-Man. Big Man soon realizes that Spider-Man has been in the way of everything and has basically caused him to be at war with Kingpin.
He swears on his life that he will take out Spider-Man once and for all, how you may ask? Well with his two new lackeys Flint Marko and Alex O'Hirn whom both have now been turned into two new identities.
Sandman! able to turn himself and his limbs into sand, being able to fool the naked eye and being able to create deadly weapons using his sand creating abilities!
And Rhino! The human rhinoceros which posses super strength and being able to withstand buildings and boulders, a force to be reckoned with!
Spider-Man has to figure out how he's gonna go up against these two huge foes before summer vacation is over.