It's six months after the Ultimate Wave, which was sent by Magneto, destroyed New York City and killed many of the Ultimate Universe's heroes. Peter Parker is working at a fast food joint, not the Daily Bugle, and he's dating Gwen Stacy instead of Mary Jane. Being a mutant is against the law. And there's a new villain named Mysterio, who is determined to go after Spiderman. We're introduced to the Ultimate Universe's version of Rick Jones, who has been given the power of Nova. He doesn't really know what he needs to do with is power, just that he'll know when the time comes.
Meanwhile, both Johnny Storm, formerly of the now defunct Fantastic Four, and Bobby Drake, Icemn of the former X-Men, are now living with Peter and his Aunt in Queens, which creates an interesting dynamic. It's vaguely like SPIDERMAN AND HIS AMAZING FRIENDS, which is a hoot.
By the end of the book Mysterio manages to kidnap both Peter Parker and J. Jonah Jameson--and in order to get them freed Peter must reveal his super powered identity as Spiderman. Just what J. Jonah will do with this information is left for the next book...DEATH OF SPIDER-MAN PRELUDE.....