Harry Osborn is haunted by dreams of his father, the Green Goblin, and Spider-Man. The Goblin visits him and guides him to the Goblin formula and weapons. Meanwhile, the Punisher promises Anna Watson that he will find Mary Jane, and top of his list of suspects is...Peter Parker?!

Felicia Hardy, now transformed into the Black Cat, is blackmailed into working for Kingpin, until he can replicate more of the "Super Soldier" serum.

Doctor Octopus is blackmailing the mother of Felicia Hardy, and she begins to realize that her family has some dark secrets. Some snooping in the Daily Bugle files by Peter, and a confession by Anastasia Hardy, reveal that Felicia's father was really the Cat Burglar, a thief who got rich from the gains of an enormous heist. The Kingpin joins forces with Doc Ock to spring Hardy from jail, as Hardy holds the secret to the 1940s "Super Soldier" formula that created Captain America! To make sure the Cat Burglar cooperates, Kingpin kidnaps Felicia.

Spider-Man captures a gang of thieves, and it looks like Robbie Robertson is their leader! Peter Parker and J. Jonah Jameson must team up to try to clear Robbie's name. But while Jameson returns to the skills he had as an Investigative Reporter, Peter must keep him safe from Tombstone. At the bottom of the whole plot is Richard Fisk, but can Spidey find the right clues to clear Robbie in time?

While settling in to her new role as a hero, the Black Cat is captured by Allistair Smythe, now working for Silvermane, who is trapped in the body of a baby. Smythe delivers Spidey an ultimatum: capture the Scorpion or the Vulture within 24 hours or the Black Cat dies...

Mary Jane is back, and has got the lead role in a major film. But when filming starts, all hell breaks lose, and Mary Jane vanishes from the studio. Spidey must fight to ensure that he doesn't lose Mary Jane again, even if it means teaming up with Mysterio. And when it's all over, Peter has a secret to tell...

Peter and Mary Jane get engaged! The happy couple goes to ask Dr. Connors if he'll give away the bride, not knowing that he's been fighting against the return of the Lizard. While they are talking to him, three more humanoid lizards attack and kidnap Dr. Connors. With the Lizard taking over and Spider-Man captured, Margaret Connors, Mary Jane Watson, and Debra Whitman will have to save the day!

Deborah Whitman has located Morbius, the Living Vampire, and brings him back to ESU to work on a cure. Just before leaving town, Felicia hears of this and uses the trip as an excuse to stay behind as the Black Cat. Together with Spidey and Whistler, she has to take on Herbert Landon and the Shocker in order to save Morbius from himself.

When a savage creature begins attacking people in New York, Black Cat tries to convince Spider-Man that he needs her help to stop it. All clues point to the creature being Kraven The Hunter, but sleuthing by Debra Whitman, Flash Thompson, and the Black Cat solves the case. The beast, Calypso, is related to Kraven, but the Hunter wants to capture and cure her.

There's a new Vampire in town, but Morbius is getting all the blame. Just as Spidey, Black Cat, Whistler and Morbius have the Vampire Queen trapped, Blade bursts in and prevents her destruction. His revelation sets the others against him, while the queen attempts to create an army of vampires. Meanwhile, Harry Osborn discovers Peter's spare Spider-Man mask!

Upon returning to his new apartment, Peter is confronted by the Prowler. Revealing himself to be Hobie Brown, he tells Peter that he knows about Peter's connection to Spiderman! And what does the Kingpin have to do with it all?