This episode tells us the origin of Iceman from his first use of his powers to the time he was with the X-Men after somehow losing his powers before telling the Spider-Friends his origin.

The X-Men have a reunion, which Ice Man and Firestar attend.

When Aunt May is injured during a confrontation between the Spider friends and the Shocker, Peter confides his origin to his friends.

The Spider-Friends are hired by the counter-terrorism agency S.H.I.E.L.D. to capture a mutant named Lightwave, who is said to be after the Guarstar satellite. Lightwave who turns out to be Aurora Dante, a half-sister of Iceman/Bobby Drake. The Spider-Friends and S.H.I.E.L.D. agents learn that Lightwave (whose mutant power is to control and manipulate light energy) is being controlled by someone else who is after the Guardstar.

Kraven the Hunter captures Firestar and attempts to unleash a Dinosaur Army.

Spider-Man meets whom he believes is the love of his life - an alien from the future named Ariel, whose spaceship crash-lands on earth. As Spidey tries to nurture his relationship with Ariel, Doctor Octopus steals the spaceship to carry out a plan to kidnap well-armed criminals from the future.

Dr. Doom unwittingly enables an old man with powers which he uses to his bidding.

The team meets the Japanese superhero and battles his evil uncle's fire monster.

Electro creates a super-villian named Video Man from an arcade game to undo the Spider-Friends.

The Gamesman has developed a machine that will hypnotize young people through video arcade machines. Through a glitch, caused by Gamesman's machine, in the arcade machine a young, nerdy teenager named Francis Byte was playing, Franis developed the ability to turn himself into a self proclaimed hero called Video Man. Unfortunately he doesn't know how to be a superhero. While battling Thee Gamesman, the Spider-Friends help Video Man out. But in the end, the best help is found at the mansion of Professor Charles Xavier.

A woman named Monica video taped a successful fight between the Spider-Friends and The Scorpion. Zoltan Amadaeus is collecting data on Spider-Man and plans to retain the powers of Spider-Man and use them for his own gain and framing the real Spider-Man. But problem's arise when the Zoltan's powers change him into a half man/half spider creature called The Arachnoid.

The Spider-Friends and the Black Knight follow the evil sorcerer Mordred to the Land of Shades.

While at a dance, Angelica is lured outside by a stranger and hypnotized. The stranger takes her aboard his plane and they go to Transylvania, but not without Iceman and Spider-Man right behind them. The stranger is revealed to be Dracula. They get Angelica free, but still have to fight against Frankenstein and a werewolf.

Norman Osborne's plane crashes, causing him to change once again into the Green Goblin. He decides his new evil plan will be to pollute the resevoir with the same formula used to create him, thereby making an entire city of goblins.

When a meteor crashes to Earth mutating the inhabitants of a nearby bee hive, the result is Swarm. A living creature composed entirely of the bodies of thousands of bees, he is bent on turning Earth's entire population into humanoid bees.

Dr. Faustus and The Kingpin use "Psycho-Disks" in order to mind control Captain America and Iceman into doing the Kingpin's bidding.

The Red Skull captures the Spider-Friends and Hiawatha Smith while trying to start World War 3.

When Spider-Man is trying out the X-Men's Danger Room, things start to go wrong when a strange intruder named Cyberiad shows up. It turns out that he is Firestar's former boyfriend and he blames her for his current state. Since Cyberiad has control of the X-Men's mansion, can the X-Men succeed in defeating him?

Magneto holds a prison island hostage and will throw off the Earth's gravitational hold until the prison agrees with Magneto to release the Brotherhood of Evil Mutants even though the Spider-Friends are also his hostage.

When unfortunate accidents stop movie-maker Sam Blockbuster from completing his Spider-Man movie, Mysterio is revealed as the source of all the previous mishaps during shooting. Mysterio blackmails Blockbuster into hiring the real Spider-Man to star in his own movie.

The Spider-Friends team up with Thor to stop Loki and his latest plot to destroy New York City with a defrosted Viking ship and the Viking that came with it.

While The Spider-Friends are vacationing, The Sandman shows up and discovers Spider-Man's true identity, but the Spider-Friends try to convince him that he's wrong.

Stan Lee narrates how Spider-Man, Iceman and Firestar first joined forces to battle the Beetle, and become known as the Spider-Friends.

Captain America, Shanna the She-Devil, Namor the Sub-Mariner, Dr. Strange, and the Spider Friends face off against The Chameleon on Wolf Island.