Felicia runs out of F.E.A.S.T. and makes her way to the transport truck where Peter is already there and they see Devils Breath is gone.

Then they get a call from Yuri in the NCPD helicopter above them. "The Devils Breath is gone, but we have bigger problems." Yuri tells them.

"Rykers?" Felica and Peter asks.

"We have to hurry. Hope on." Yuri says and they leap onto the helicopter.

"What happened?" Felica asks.

"It was a coordinated attack. Must've been planed from the outside." Yuri tells them. "Every cell block is breached. We're minutes away from every prisoner in Ryker's walking right up fifth avenue."

"What about the Raft?" Peter asks her.

"Should be okay." Felica assures him. "I mean, it's a supermax facility. Better security, and a separate power grid. But what about Devils Breath?"

"Sable is handling it." Yuri tells them.

"Do you trust them?" Peter asks.

"Do I have a choice?" Yuri questions him when they see a truck full or prisoners are trying to escape.

Felica and Peter then leap down ready to fight them off.

"Hey, guess what? Early parole has been canceled!" Felicia informs the prisoners.

"You're making quips now?" Peter asks her.

"Yeah, shut up." Felica tells him after she heard herself.

They go into fighting the prisoners when they start ominous at them with rocket launchers and Felicia is hiding from above while taking them down relying on her shadow skills.

While getting the yard dealt with, an explosion comes from the Raft.

"I thought the Raft was secure." Peter asks Yuri.

"It was. Let's go." Yuri tells them.

"I'll finish here, you go." Felica says, not needing to deal with the super criminals.

"Stay safe." Peter tells her.

"Same to you." Felica says and pulls out her taser and throws it and it explodes, sending a shock wave at the criminals.

Peter webs onto the helicopter and lands.

"Maybe it's not as bad as it looks." Yuri says as they make their way to the Raft.

"Loving the optimism. But in my experience...when it looks bad, it's usually worse." Peter states as Electro comes out and blasts the helicopter. Sending them crashing into the Raft.

Peter quickly breaks the door open and helps Yuri to crash safely so they don't die.

"Welcome to the party!" Electro says as he blasts the doors down. "Just in time for the fireworks!" He says before shedding a shock to destroy all the locks and lets the prisoners free.

"I'll head to the main control center and see how bad the situation is." Yuri says and Peter is going to stop the prisoners and Electro.

On his way to stop all of the prisoners, Peter runs into Rhino, Scorpion, and Electro constantly appearing to try to take him down. And while trying to stop him outside, Peter ran into Vulture before chasing Electro to the rooftop.

"How do ya like my new suit?" Electro asks him.

"Dashing." Peter jokes while walking up to him. "Where'd you get it?"

"It's an exclusive club." Electro informs him when Vulture, Rhino, Scorpion and Martin Li come and start fighting him off.

"Remember, he said not to kill him. "Li reminds the group.

"Good idea. In fact, we don't have to do this at all if you don't want to." Peter quips to them.

"We definitely want to!" Rhino says and runs at him.

Peter starts trying to fight off five of his biggest enemies which ultimately fails when he gets stabbed in the back by Scorpion's tail followed by a blast by Electro to keep him down.

Peter tries crawling away when a metallic arm grabs his hand and he looks to see Otto Octavius.

"First and final warning." Otto says and pulls Peter up by his leg. "Stay out of our way." He says before tossing him over the Raft.

Felica comes swinging in and stops him before e could hit the water.

"You bit off more than you could chew, Spidey." Felica says seeing his condition.

-

As Felica brings Peter to the hospital to be helped, Otto has stolen Devils Breath and unleashes it upon the city of New York.

The city is in chaos to what's happening with now everyone getting sick from Devils Breath and no antidote been discovered yet.

Peter waited until he was healed up enough and then ran from the hospital where he met up with Felicia.

"I just got a call from Yuri about you going AWOL." Felica tells him.

"We need to get back to work." Peter tells her and sees his entire city on fire.

"You have fourteen broken bones." Felica informs him.

"Which means I have one hundred and ninety two none broken ones." Peter informs her. "Thank for helping take care of me."

"I'm getting used to it." Felica tells him as its becoming second nature. "The hard part was keeping you hidden from Sable. They've branded you a priority target."

"I humbly accept the honor." Peter says. "What is happening to our city? It feels like it's falling apart."

"Maybe it is." Felica says when they both get a call from Yuri.

"Hey, glad I caught you guys, Rhino and Electro are attacking the precincts up town. Electro is at upper east and Rhino is attacking upper west. We could use some help." Yuri tells them.

"We're on it." Felica says and they hang up. "I'll take Rhino, you take Electro." She tells Peter and they run off.

-

With Electro, he's keeping the police force stuck inside the prescient and he needs to stop the transformers before they blow.

With Felica, she's keeping Rhino back as the police take care of the Demons and Felica tricks Rhino into knocking himself down by running his head into several walls at once.

"Spidey, you all clear?" Felica asks him.

"Felica, it's May. Get to the Veteran's center. The convicts started a fire and May and Miles are trapped inside." Peter informs her.

"I'm on my way." Felica says and makes her way there.

-

As for Peter, he's already made it and sees the building on fire. Not wanting to wait any longer, Peter rushes in and finds Miles and May on a falling platform and quickly webs it to steady it.

The window gets broken open and Felica comes in and finds a platform they could use to escape on and they climb out.

Peter drops the platform seeing they're safe when a bunch of rubble comes down on top of him and he tries webbing above him and misses the platform when suddenly Miles grabs his web, saving his life.

Felica gives Miles a hand to pull Peter back up and they quickly get out before the building collapse on them.

Felica brings Peter to the roof to heal up from the fall.

"Is May okay?" Peter asks her.

"Everyone is safe. You okay?" Felica asks him and feels his head for any bruises.

"No, I'm fine." Peter promises.

"Good." Felica says before smacking his head. "Now what were you thinking? Running in there with no help."

"Ow. I just wasn't thinking, I admit." Peter states while laughing knowing not to mess with her.

"Listen, Peter, there's something you should know." Felica tells him.

"What's up?" Peter asks her.

"I'm-" Felica was gonna tell him when the door opens and Miles and MJ appear.

"Hey. So I didn't know if you both wanted sparkling, or flat, or spring, or mountain spring so I got one of each." Miles says as he places a box of water bottles of water in them.

"We're we...interrupting?" MJ asks them, feeling guilty for some reason.

"No, Cat and I were just discussing strategy." Peter tells them.

"The city is in danger, and it needs our help." Felica replies. "All of our help."

"All right. Call the play, coach." Miles says.

"Ok. We divide and conquer. Cat, we need an antiserum for Devils Breath. Oscorp is developing something, but there's no way they can keep it safe from Li or Octavius. We need to find the cure and keep it safe." Peter tells Felicia.

"Finding hidden objects is my specialty." Felica reminds him.

"Miles, MJ, you need to be my eyes and ears at F.E.A.S.T. Anything goes wrong, call us." Peter tells them. "We need to keep that place and the people there safe."

"We got it." MJ tells him.

"What are you gonna do?" Miles asks him.

"A gang of costumed nut-jobs is taking apart the city piece by piece. Time I returned the favor." Peter says.

"Okay, But...How do we contact you?" Miles asks.

"Ms. Watson can give you our number." Felica says before swinging off with Peter.

"Good luck, team." Peter asks and follows her.