The heroes hurried to where the car was overturned as they checked the Sable agents.

"They look okay." Ochako said.

"But the city may not be. The device is empty. No Devil's Breath in sight." Iida said looking in the car.

"We have bigger problems. Look!" Kendo said, pointing to a burning building in the distance.

"That's...Rykers!" Spider Man said, arriving as they hurried towards the prison. "Not good. It's gone into a full scale riot. Yuri, what happened?"

"It was a coordinated attack. Likely from the outside. Every cell block was hit." Yuri said.

"What about the Raft?" Spider Man asked.

"It's a supermax facility. Better security and on a different power grid." Yuri said.

"Either way, we need to get the riot under control or else all of these prisoners will flood into the city." Shoji said.

"Then let's go!" Bakugo called out as he jumped down into the prison as he started fighting against the prisoners.

"Wow, this brings back memories." Al said on the comm.

"No time for a cruise down memory lane." Izuku said as they hurried into the prison and started fighting against the prisoners.

"You lost lambs. No worries. I shall see you all returned safely." Shiozaki said, wrapping up a number of prisoners in her vines.

"Time for a break!" Sero said wrapping others with his tape.

"Okay...we're getting the prisoners under control. Things are…" Kaibara said, noticing a bolt of lightning hit the Raft. "I thought Yuri said the Raft was secure."

"It was." Tails said.

They hurried into the Raft where they saw a man coated in electricity. "Welcome to the party. Just in time for the fireworks…" he said hitting a number of cells, freeing their prisoners before flying further in.

"Whoa...who was that?" Kaminari asked.

"Max Dillon aka Electro." Izuku said.

"Yup, just as Izuku said. The guy's a living bolt of lightning that can travel through anything electronic." Al said. "Just be sure to watch out if anyone uses water attacks, he'll shock you right back."

"We got bigger problems than worrying about people's weaknesses." Kaminari said as the prisoners were leaving their cells.

They hurried and fought back against the prisoners as they chased after Electro before seeing a large man in a battle suit.

"Aleksei Sytsevich! The Rhino!" Izuku said.

"Hey Rhino." Spider Man said.

"Hope you like surprise, Spider." Rhino said tossing concrete at them before charging off.

"Surprise? What's he talking about?" Spider Man pondered.

They hurried down the path towards another cell block.

"Well...this can't get any worse. All the prisoners I've put away for the last 8 years wanna kill me. No biggie." Spider Man said before a mechanical tail wrapped around him.

"Hahaha...this is too good to be true." said a man in a green suit modeled after a scorpion.

"Macdonald Gargan. He's the Scorpion!" Izuku said.

"Hey, I was in the middle of a conversation." Spider Man said hitting Scorpion with a web, freeing himself as Scorpion slipped off as Spider Man continued on without the heroes.

"So...what's the situation?" Eijiro asked as they battled the escaped prisoners.

"Pretty bad. I just hacked into their servers. They've been furiously attacked." Sachiko said. "I even tapped the photos. Fisk is still locked up. But Electro, Rhino, Scorpion and Vulture are out."

"Even Adrian Toomes?" Izuku asked.

"Also, the recently arrested Mr. Negative is out as well. Five of Spider Man's fiercest foes." Sachiko said.

"Five...oh no...I may be wrong...but we may be looking at the formation of this Spider Man's Sinister Six." Sunset said.

"Oh, that's not good." Scarlet said. "Should we intervene? The UA students are good but… five supervillains with one more on the way seems a bit much for them."

"You guys need to get out of there and return here for now." Tails said to the UA students.

"He's right. These guys are too much at the moment. You all have to get out of there, now!" Sectonia said.

"What? They're just a bunch of animals, a negative and a flying lightbulb." Bakugo said.

"Trust me...it won't be that way for long." Sunset said as the UA students started to evacuate as they looked up to see Spider Man being beaten by his greatest foes as joining them was a man with mechanical tentacles.

"I knew it. He's the one behind all this. Otto Octavius. Doc Ock." Sunset said watching the feed.

"This guy huh, the self proclaimed genius." Al said.

"Self-proclaimed nothing. He's the leading researcher in atomic research." Sachiko said. "But why? What's his stake in all of this?"

"Norman Osborn. Cause before he got here...I spotted footage of him doing this." Tails said showing images from Times Square with a red dust covering an Osborn re election campaign rally.

"Is that...Devil's Breath?" Thorani asked.

"Yeah...he released it over Times Square...infecting everyone there." Jeremie said.

"Oh my god… How horrifying…" Jesmon said.

"That sonova -!" Mark said, his expression going dark. "Okay, this guy is going down."

"Hold your fire. For now...let's wait for the students to get back before we make a plan." Jexi said.