Spider-Man is hypnotized by the mental powers of the Gaines Twins. After Spidey is tricked into harming Indy he throws away his suit and contemplates his future.
Dr. Connors experiments his reptile serum on himself turning him into The Lizard. Spider-Man must now try to stop his professor from going after Harry, blaming OSCORP for losing his arm.
3 former KGB agents have a bunch of people hostage. They only want Spider-Man. The only problem is Peter is one of the hostages. He must figure a way to turn into Spider-Man without blowing his cover.
Electro returns with the aim of trying to zap Sally to make her the same as him so they can be together. Can Spider-Man reach Sally before her life is changed forever?
Peter's friend Max thinks he's finally getting accepted into a fraternity. But when it turns out to be a joke, Max is embarrassed, and runs off getting electrocuted turning him into Electro. Now he wants revenge.