Spider-Man summons the Black Cat from earth, who despite her anger at being kidnapped, decides to help him fight the villains on the alien planet. The heroes must defeat the Red Skull, Doctor Octopus, and Allistair Smythe's robots while protecting a group of rebels, who are trying to take their planet back.

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.

While a gang of jet-pack wearing thieves run by Jackson Weele, an ex-pilot in a rampaging gyro-wheel plunder the city, Peter tries to deal with his alter-ego giving him competition with Felicia. Meanwhile, a good kid with a criminal record, Robert Farrell, tries to help his ailing mother by using his science-savvy and the gang's technology to arm himself as The Rocket Racer. Will the Rocket Racer return to his criminal past, or will he be an ally to Spidey? While Spidey's fighting crime, the mysterious "Jason Phillips" starts to make moves on Felicia...

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...

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.

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.

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

Spider-Man is transported to an alien world, where he meets the Beyonder, a being who wants to see if good is stronger then evil. He then summons a group of the greatest villains from Earth to this world and tells Spider-Man to put together a group of heroes to fight them, and save the planet.

Under the psychiatric care of Dr. Kafka, Eddie Brock has come to believe that Venom is a figment of his imagination. Then Baron Mordo tempts Eddie -- reunification with the alien symbote that makes him as powerful as Venom.

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!

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...

Spider-Man and Venom must put aside their differences and help Iron Man stop Carnage and Baron Mordo from releasing Dormammu.

With Spencer Smythe dead, his son Alistair turns to the Kingpin to help seek his revenge on Spider-Man and others he deems responsible for his father's death. He captures, Eddie Brock, J. Jonah Jameson, Norman Osborn, and Flash Thompson. He then turns his sights on Spidey and sends three slayers after him. Spidey only manages to hold his ground while fighting them individually. However, he is not so lucky when they combine into a super slayer and carry him off to Smythe.

Dr. Otto Octavius becomes the mad Dr. Octopus when his robotic arms become fused to him in a laboratory accident. He then seeks revenge for the humiliation the Hardy Foundation has caused him. He kidnaps Felicia and holds her ransom. So it is once again, Spidey to the rescue.

Robbie has set Peter up with a job interview with a researcher by the name of Dr. Mariah Crawford. However, when he gets to her lab, he finds her under attack by a monstrous man who deems himself Kraven the Hunter. Spider-Man leads Crawford away from Kraven to the roofs. There, Crawford tells Spider-Man that Kraven was not always that way, that in fact she loved him as Sergei Kravenoff. Crawford tells of an accident years back that would have killed Sergei had she not used a dangerous potion that saved his life and gave him the strength and instinct of an animal, but turned him mad. Meanwhile, while looking for Crawford at her apartment, Kraven learns of her connection to Robbie and kidnaps him. He then threatens to kill Robbie if Spider-Man does not come to him with Crawford.

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!

Dr. Doom reverts The Thing to his human form and holds the other heroes prisoner. In an attempt to free his friends, The Thing tells Dr. Doom about the Beyonder. Doom then steals the Beyonder's powers, but they begin manifesting themself in the form of creatures from Dr. Doom's dreams.

Peter Parker and his college science professor Dr. Curt Conners explore neogenics as a method of limb regeneration. But while experimenting on himself, Connors accidentally becomes the Lizard, a half-man, half-reptile monstrosity that terrorizes Manhattan and subsequently kidnaps his own wife. Spider-Man's task is doubly difficult because he doesn't want to hurt the good friend he knows is trapped inside...but he must stop the inhuman beast who is out of control.

Norman Osborn hires Spencer Smythe to design a machine capable of destroying Spider-Man - the Black Widow Spider Slayer. But when Flash Thompson puts on a Spider-Man costume as a party gag, the deadly machine spots him, and he's carried off in Peter's place.

The Master of Illusion, Mysterio has fooled the city and J. Jonah Jameson into thinking Spidey has turned to crime. However Spidey manages to find Mysterio only to be brought to a trap of special effects.

J. Jonah Jameson hires Dr. Farley Stillwell who is a raining genius in genetic engineering, to make a new super hero that can match and defeat Spider-Man. With a willing participant, Mac Gargain, they engineer the DNA of a scorpion and him together to form a new hero, The Scorpion. However, when Mac thinks they have turned him into a freak, hero turns to monster and he goes on a rampage. Spider-Man is then forced to step in to stop creation from killing creator.

An international spy and hitman known as the Chameleon plans to assassinate two major diplomats on the brink of signing the peace proposal of the century. S.H.I.E.L.D. director Nick Fury solicits J. Jonah Jameson's assistance in an effort to prevent the "human shape-shifter" from derailing the proposal signing. But only Spider-Man with his super keen "spider-sense" can discern who is really whom and stop the criminal before it's too late.

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.

After a visit from an "old friend" of the family, Peter travels to Russia to investigate the mystery of his parents disappearance, and runs into some old friends!