Tony Stark approaches Peter Parker to help him work through a serious problem. He has restored most of the memory capacity of his mind, but there is still a key stretch that he cannot rebuild: a weapon he had built with Parker before the Civil War period. Together, they work through the logical steps of what the weapon would have been, who would have had access to the schematics, and who might have pushed ahead to build the thing. Peter eventually follows a path of evidence that leads him to an anti-superhero anarchist high-tech terror cell called The Bastard Sons of Wilbur Day, who derive their inspiration from the late criminal Stilt-Man. Stark takes off as Iron Man to track them down and stop them from finishing their plans. Peter waits til he's gone and suits up as Spider-Man and follows. In a future timeline, in the year 2052, the granddaughter of Tony Stark, Ginny, leads a team of rebels named the Black Widows against the tyrannical forces that have turned Earth into a wasteland. Also, the armor of War Machine, inhabited by Tony's son, Howard, leads a team in pursuit of rebels. Watching from a safe distance in his palace is the Mandarin, who realizes the victory he's wanted for so long is now at hand. While he revels, a holographic image tells him to step up his attack. The Mandarin forlornly agrees, then summons Tony Stark, now his cybernetic slave, to recharge his RT battery. Meanwhile, Ginny is trying to complete a device that can stand up to the Mandarin's onslaught. She repeats the phrase "Remember the Spider" as a mnemonic device to help her finish her project. War Machine finds her location and starts bombing, killing her partner, Joe. The rebels try and fight back but War Machine is too powerful. He wanders through the wreckage, walking right by Ginny who cowers in the shadows, hoping not to be noticed. He finds a bomb vest in the corner and, with a tinge of sadness in his voice, reports to the Mandarin that he found it. Mandarin taunts Tony Stark that he's finally won, and that the earth will be totally destroyed and he will take man's destiny to the stars. As the Mandarin heads off for one last night with his harem, Tony is left behind to see the design schematics of the bomb vest. Something about the spidery design triggers a long dormant memory, which also provides him a solution to his current problem, if he is not too late... In the present day, Spider-Man catches up to Iron Man and offers a team-up. They crash the Sons of Wilbur Day's warehouse and try to dismantle their organization. They find the anarchists to be tenacious but ill-equipped to deal with them, despite having built the Titanomech with the plans Stark left behind. Meanwhile, in the future, Ginny is on the run, being chased by War Machine, her father. His pursuit is a charade, as he clearly wants her to escape to safety. She climbs out of the hole, but finds a massive Titanomech standing over her. War Machine picks up the bomb vest and continues her work, repeating "Remember the Spider." Tony Stark reassembles his armor into weaponized form and approaches Mandarin in his harem, slaying him. Ginny continues her fight against the Mandarin's forces until she is brought down by enemy fire. Her thoughts drift towards her father fulfilling his part of the mission. Howard detonates his own EMP bomb inside his War Machine armor and dies. Stark enters the Mandarin's mission control room and notes that 1 out of the 10 EMP bombs he set up as a failsafe against the Mandarin has exploded. He detonates the other nine, bringing all power sources on the planet to an end, ushering in a new Iron Age, but one where the Mandarin and his technology can't hurt anyone. And with that, Stark's RT finally fails and he dies. Back to the past, Iron Man and Spidey dispatch the Titanomech. Iron Man is distressed at the amount of damage a pack of idiots caused with his tech, and worries what happens when they are better organized. During the conversation, it becomes clear that Tony no longer has any memory of Peter's secret identity. And as Tony frets about the possibility of his Titanomech tech falling into the hands of the bad guys, Peter suggests installing a self-destruct failsafe into his work, perhaps something resembling Spider-Man, who helped him in his last fight. Hence the spider-patterned failsafe built into that tech in Ginny's future timeline. In 2052, Ginny Stark buries her father and grandfather and sets out fixing a new world without power.