The scene opens at night with an overlook on an international jewelry building. A shadowy figure lowers down into the store and uses their claws to cut open the glass box with a 50 carrot gold diamond. She is apprehended by Spider-Man and they do a short battle in which Spider-Man clearly loses. The next day Spider-Man does research on a series of unsolved burglaries. The police call her The Black Cat because she's a cat burglar that always seems to appear in the security cameras as a black figure. Spider-Man intends to pursue her in the future.
Across town Kingpin meets with two hit men for hire. Kingpin says, "Two is better than one." An average standing, but very muscular man named Flint Marko. His partner, a very wide yet strong man, isn't the smartest guy ever. Alex O'Hern works with Flint Marko on their mission to kill Spider-Man. They rob a jewelry just to get Spider-Man's attention. Above them, on top of the store, stands The Black Cat about to strike. She holds off when she notices Spider-Man coming this way. The hit men attack Spider-Man. They put up a great fight, but in the end they are webbed up and left for the police by Spider-Man. Spider-Man swings away with Black Cat watching.
Kingpin bails the hit men out of prison to give them a second chance and to be test subjects in Alastair Smythe's latest experiment. Smythe puts Marko in a tub of PromethemX. As Marko is being lowered into the tub he asks what PrometheumX is. Smythe says it came from the outer reaches of space obtained from John Jameson's space trip two years ago. He has been looking for the right time to see if it does what it should, turn organic matter into unbreakable metal. They also dump some of it on O'Hern. Marko needs to soak in it for an hour, while O'Hern's took only a few seconds to work. O'Hern become encased in a metahuman suit. Smythe made it in the form of a rhino to suit O'Hern's intelligence level. Marko came out an hour later, but something went wrong. He came out made entirely out of sand. They take to the streets as Sandman and The Rhino! Kingpin says to them as they leave, "Don't fail me again."
Spider-Man, perched on a ledge, watches over New York. He hears a cry for help and rushes in. Spider-Man confronts The Rhino terrorizing the city. Spider-Man notices sand moving across his feet. WHAM! He gets hit in the face by Sandman! Spider-Man begins to attack, however he is overwhelmed by the duo. Spider-Man lures them to a nearby construction zone so they don't harm any innocent civilians.
As the fight continues, Spider-Man is clearly outmatched. As he is about to face his imminent doom Black Cat lands in the zone to help Spider-Man. She knocks some metal bars down on top of Rhino and knocks Sandman into the ground. She helps Spider-Man to his feet saying, "It looks like you need help." Spider-Man replies, "I didn't know criminals help people." She responds, "There's a lot you don't know about me." Spider-Man and Black Cat both take down Sandman by knocking him into cement and tiring out Rhino causing him to over heat in his suit. Spider-Man releases the two into custody. He turns to Black Cat, "Now, why did you help me, really?" Black Cat states, "I've been watching you for a while now. I robbed the jewelry store to see how well you fight. I wasn't impressed." Spider-Man says, "I don't understand." Black Cat reassures, "You will." Black Cat lifts up Spider-Man's mask and kisses him. She leaps away as Spider-Man ponders how he will ever figure out what his future holds with Black Cat.
Kingpin furious with Marko and O'Hern smashes the laboratory used to create Sandman and Rhino. "What we need is a person with super villain experience. Smythe, Keep your eyes open, we need more. A lot of villains. We need a leader. We need a team."