The six supervillains can't believe their eyes when Spider-Man walks into their trap at the warehouse. But it's obvious why, when they easily overcome and unmask the fraud. Meanwhile, Silvermane and the Crime Lords grow more disenchanted with The Kingpin and want to put him out of business. Kingpin beats them to the punch, kidnapping Silvermane. Can Spider-Man save the day?

The Punisher comes to New York to deal with the mutating Spider-Man, who has just grown four extra arms, and is in search for also mutated Morbius who is killing (eating) innocent people, and the people of New York blame Spider-Man for all that is happening.

After Spider-Man mutates into the Man-Spider, Dr. Mariah Crawford summons Sergi Kravenoff, better known as Kraven The Hunter, to help her track down Spider-Man and cure him of his mutation with a newly developed antidote. Unfortunately, the Punisher is hot on Spidey's heels. Will the Punisher succeed in destroying Spider-Man in his new mutated form or will Kraven and Dr. Crawford reach him first?

The Crime Lords, led by Silvermane, are holding The Kingpin accountable for his failure to eliminate Spider-Man. So six of the Wall-Crawler's greatest enemies are called together to do the job: Doctor Octopus, Mysterio, The Scorpion, The Rhino, The Shocker and The Chameleon. Unfortunately, Spidey's powers have been on the blink due to the changes in his blood chemistry.

The vampire hunter Blade arrives in New York to destroy Morbius, but Spider-Man wants to revert Morbius back into his human form.

Dr. Curt Connors is set to study the Tablet of Time, a recently discovered ancient artifact that is said to restore a person’s youth. Dr. Connors believes that it can cure Spider-Man’s mutagenic transformations with the tablet.

With the Tablet of Time, Silvermane's youth is restored, but he continues to grow younger until he finally becomes an infant.

Morbius attempts to use the Neogenic Recombinator to turn everyone else into a vampire. Spider-Man and Blade try to stop him, and Morbius' mutation worsens. Morbius kidnaps Felicia Hardy in order to transform her into a vampire.

Mary Jane is being stalked by her former boyfriend, Morris Bench, who's undergone an accidental metamorphosis and become Hydro-Man. Sweeping Mary Jane off her feet in a wave of water he insists she will love him. Spider-Man is nearly beaten by the semi-liquid culprit but with a little help from Mary Jane puts a stop to this villain by causing him to evaporate once drawn away from the water that feeds him.

Dr. Mariah Crawford has developed a cure for Spidey's disease, but she's reluctant to give an untested serum to Spider-Man that may result in permanent loss of his powers or worse. But after an angry outburst from Spider-Man, she hands it over. Peter, at the ESU lab, is secretly observed by Michael Morbius, who then swipes the infected blood sample after Peter leaves for the night. Working alone in the campus bell tower with borrowed equipment, Morbius has an accident which will change him forever...

Adrian Toomes wants revenge when Norman Osborn attempts to take over his company, Toomes Aeronautical. He becomes the Vulture and immediately kidnaps Norman's son, Harry. Will Spidey be able to rescue Harry from the Vulture's youth stealing talons?

Spider-Man seeks Curt Connors aid to help reverse the aging effects of the Vulture's talons. The Vulture meanwhile sporadically turns into the man-spider from the mutagenics he absorbed with Spidey's youth. At the same time, the Scorpion grabs Dr. Farley Stillwell to seek a cure for his own mutation. With Doc Connors in the middle, feeling the onset of his own his reptilian transformation, will everyone be cured in time for Peter to meet up with Mary Jane as she confronts her wayward father???

Spider-Man's progressing neogenic mutation is making him ill and he seeks the aid of a man known to help all mutants...Dr. Charles Xavier. In doing so he meets the X-Men but is disappointed to learn that Xavier does not 'cure' mutancy, only helps those born that way to accept and control their abilities. In the process of this endeavor though he becomes involved in a plot to destroy mutants everywhere. Will he be able to stop this hideous plan with the help of the X-Men?

Wolverine catches up with Spider-Man, hot on the trail of the missing Hank McCoy. Discovering his location and the plot to destroy all mutantkind the two team up and rescue Beast in the nick of time just as he was about to become the first test subject of Landon's horrendous plan. But when Landon accidentally falls victim to his own experiment he is changed into a giant monster that feeds on electrical energy. Can Spider-Man and the X-Men succeed in stopping this 50-foot tall, ohm-eating monster?