A plane crash turns Norman Osborn back into the Green Goblin, who plans to turn the entire city into goblins.
Kraven the Hunter plans to unleash a dinosaur army. Too make matters worse, Kraven also captures Firestar.
Aunt May's unlucky friend is given the power to change reality, which Doctor Doom uses to his advantage.
Firestar falls in love with Sunfire.
An irradiated meteor turns a group of bees into the villain Swarm, who turns Iceman, Firestar, and the rest of the city into bees. Only Spider-Man is immune. Can he find a way to stop Swarm from taking over the world?
The Chameleon schemes to destroy his most hated enemies: the Spider-Friends, Captain America, Doctor Strange, Sub-Mariner and Shanna the Jungle Queen, by summoning them to his castle and taking them down one by one.
Electro creates a villain called Videoman from an arcade machine.
Magneto holds the visitors of an abandoned prison hostage, demanding the release of his Brotherhood of Mutants (Blob, Toad and Mastermind).
Mysterio forces a movie director to con Spider-Man into starring in a movie. Bruce Banner appears and ends up turning into the Hulk when it came to a part where Mysterio uses a robot version of Hulk in a scene.
Loki masquerades as his half-brother, Thor, and attacks New York City.
Spider-Man and the Black Knight team up to battle Mordred.
The Kingpin and Doctor Faustus use a mind control device to force Captain America to commit crimes, who convinces Iceman to follow him.
The Red Skull kidnaps Hiawatha Smith and the Spider-Friends so that they will not interfere in his plot to start World War III.
Videoman returns, and Iceman retells his origin as he fears he is losing his mutant powers. In a brief flashback clip, Iceman recalls meeting Professor Xavier and the original members of the X-Men (Angel, Beast, Marvel-Girl, Cyclops).
Shocker injures Aunt May, and Spider-Man recounts how he acquired his powers.
Iceman and Firestar attend an X-Men reunion featuring Cyclops, Angel, and its latest members Storm and Wolverine (who oddly speaks with an Australian accent). Firestar recalls her origins (cameos by Magneto and a Sentinel). After that, the Juggernaut crashes the party in an effort to destroy his stepbrother Professor X.
The Sandman learns that Spider-Man is Peter Parker. Bobby and Angelica figure out how to make his identity a secret again.
Firestar is kidnapped by Dracula. Spider-Man and Iceman go to Transylvania to rescue her, fighting both Wolfman and the Frankenstein monster.
Videoman merges with a game addict, who decides to be a superhero while the Gamesman seeks world domination by electronically hypnotizing the public.
After the Spider-Friends thwart the Scorpion, a chemical scientist named Zoltan Amadeus recreates Spider-Man's powers with a spider serum. He frames Spider-Man for his crimes. (Daredevil (Matt Murdock) guest stars as Spider-Man's lawyer). When Spider-Man ends up on Rikers Island, the Scorpion stages a jailbreak to take out Spider-Man, but is defeated. After Zoltan mutates into the Arachnoid, Iceman and Firestar cleared Spider-Man's name and are given the antidote to return Zoltan to normal.
Stan Lee explains how the superheroes teamed-up to fight the Beetle. Tony Stark makes a cameo.
Spidey falls in love with a stranded girl from the future, a girl named Ariel, whose spaceship has been stolen by Doctor Octopus. After Doctor Octopus is defeated, Iceman and Firestar learn that Ariel and her brother, Bartow are sick. In the hospital, it is revealed that they lack immune systems. Spider-man helps them return to the future, but Ariel's and Bartow's father returns Spider-man to the present because he carries germs from "Old Earth."
The Spider-Friends visit the X-Mansion, teaming with the X-Men (Cyclops, Colossus, Storm, Nightcrawler, Thunderbird, Sprite and Professor X) and battle Cyberiad (formerly Nathan Price), Firestar's old boyfriend.
Buzz Mason of S.H.I.E.L.D. hires the Spider-Friends to stop a mutant named Lightwave, who has the power to control and manipulate light energy. She turns out to be Iceman's half-sister, Aurora Dante (who was not mentioned in "The Origin of Ice Man"). Though it is said that she has turned traitor and is targeting the GuardStar satellite, someone is actually mind-controlling her.
