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. However, Kingpin beats them to the punch, kidnapping Silvermane.

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.

Worried that the Kingpin is going to eliminate him after the botched framing of Peter Parker, Alistair Smythe arranges a meeting with Spider-Man to give him information about the Kingpin. When Spider-Man arrives, he discovers Smythe has been turned into a spider-slaying cyborg. However, when his programming malfunctions, he goes after the man he feels responsible for his father's death, Norman Osborn. Peter must fight a crazed Smythe, as well as his feelings, after he discovers Mary Jane, the woman he loves, and Harry, his best friend, are engaged.