Norman Osborn creates the Osborn Academy for Geniuses as a way of saving his son, Harry, the embarrassment of being suspended from Horizon High.

Horizon High throws a dance in honor of Harry being exonerated, but Norman asks Harry to stay at the Oz Academy.

When Spider-Man uses his new black costume, he discovers that there is great danger in his new power; and he must find a way to defeat a costume that wants to destroy him.