Mine is based on a spider-man remake comic. The way I would have done it. I have three teams.
SS1:
Doc Ock (In coat like in movie)
Kraven/Puma (After being humiliated by Spidey he tampered with his DNA and created the Puma.
Scorpian (Battle suit)
Rhino (battle suit)
Mysterio (No fishbowl head now in a mechanized suit that emits hallucigen from the palms)
Electro (Powers from Neural inplants and wears body armour painted yellow and blue)
SS2:
Doc Ock (Now bacically a Cyborg)
Electro (Now with more concentrated powers)
Sand-man (Same as normal only got powers through doc ock)
Scorpian (same as before)
Puma (Now permanently a beast)
Venom (Like the Ultimate Version)
SS3:
Electro (In Doc Ock's absence he takes over and gains almost unlimited power)
Venom (same)
Carnage (produced by a captive Dr. Connors)
Lasher (The green symbiote not many people now about)
Puma (Same)
Scorpian (Now with Super Suit)