Tired of Jameson giving Spider-Man the rap for all the crime in New York, Peter decides to give up the superhero business once and for all. However, his biggest fan, a little girl named Tyina, is determined to make Spider-Man change his mind.

Spider-Man loses his memory and becomes partners in crime with Dr. Octopus.

Harry's father, Norman Osborn, disappears after an explosion at his chemical plant. Spider-Man's search for his friend's father, one way or another, meets with complications, namely an airborne fiend who calls himself the Green Goblin.

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 Hardy. 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. While Spider-Man's fighting crime, the mysterious "Jason Phillips" starts to make moves on Felicia.