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 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.

Spider-Man seeks Curt Connors' aid to help reverse the aging effects of the Vulture's talons. Meanwhile, the Vulture sporadically turns into the man-spider from the mutagenics he absorbed with Spider-Man's youth. At the same time, the Scorpion grabs Dr. Farley Stillwell to seek a cure for his own mutation, while Connors is feeling the onset of his reptilian transformation.