When the Sinister Six escape from prison with plans to take down Spider-Man, they nearly succeed. But Peter wakes up with no memory of the battle.

As Christmas approaches, the Sinister Six reconstitutes with Sandman, Rhino, Vulture, Electro and new members Mysterio and Kraven.

With the Master Planner and his henchmen planning to take over the world, a highly motivated Spider-Man takes the fight to the Planner's secret lair.