Within Spider-Man's body, Octavius starts his new career as a hero by redesigning his gear and putting his past as a villain behind himself. However, he soon finds himself the target of several villains, such as an Octavius-tech enhanced Stilt-Man, Boomerang, Overdrive, the Shocker, the Speed Demon, the new female Beetle, and the Living Brain, all of them trying to take over the place left by the seemingly-dead Doctor Octopus and his Sinister Six. While they are still no match for the new, more ruthless Spider-Man, his violence and new mannerisms start to tip off several of his close friends and allies, such as the whole staff of Horizon Labs, Daredevil, Wolverine (explicitly forbidden to have Spider-Man's mind telepathically scanned under the threat of legal action in court), Mary Jane Watson, and Carlie Cooper.