Spider-Man and Kid Arachnid travel into the Noir Timeline, in the hunt for the Siege Perilous, where they need to team up with Spider-Man Noir, and gangster Hulk, known as Fixit, in order to take down a new bad guy in control of a piece of the Siege Perilous, Mr Negative.

Cast: Drake Bell, Ogie Banks, Christopher Daniel Barnes, Clancy Brown, Seth Green, Jon Polito, Tara Strong, Fred Tatasciore, Milo Ventimiglia, Keone Young