When Peter learns that his old enemy the Rhino is on a rampage in Times Square, he suits up as Spider-Man to stop the destructive villain in his tracks. But he's unexpectedly foiled by the Black Cat, a former ally and old flame. The Cat informs Peter that the Rhino is just a distraction--the real threat comes from a group of Ancients, members of the same race as the being called Morlun, who Spidey defeated in battle years earlier. The Ancients are now looking to exact revenge--and hope to steal Spider-Man's life force in the process.