The Avengers are looking for a new member, and New York's friendly neighborhood web-slinger is first on their list. After a unanimous vote that he qualifies for the team, the Avengers set out to find him. Upon finding Spider-Man, he is initially hesitant, debating whether or not to stick to his "loner" architype. After some consideration, Spider-Man decides to take the Avengers up on the offer. Upon receiving the news, the Avengers give him the test of finding and bringing the Hulk to them. Spider-Man, though he manages to defeat the Hulk, does not comply with the order, as he believes the Avengers are going to punish the Hulk. Unbeknowist to him, their intentions were to help him. In the end, Spider-Man is not accepted into the Avengers, and is left to ponder his life.