SPIDER-MAN (Neil Patrick Harris) is hypnotized by the mental powers of the GAINES TWINS. After SPIDEY is tricked into harming INDY (Angelle Brooks) he throws away his suit and contemplates his future.
SPIDER-MAN (Neil Patrick Harris) faces the GAINES TWINS (Kathy Griffin and Jeremy Piven), while PTERODAX and SILVER SABLE escape from prison. The mysterious FRANK ELSON (Stan Lee) meets PETER PARKER.
Wealthy collector RICHARD DAMIEN (John C. McGinley) hires martial artist SHIKATA (Gina Gershon) to capture SPIDER-MAN (Neil Patrick Harris). MJ (Lisa Loeb) shows up to help SPIDEY in his battle.
High voltage villain ELECTRO (Ethan Embry) comes out of hiding to pursue his former classmate SALLY. SPIDER-MAN (Neil Patrick Harris) needs help from his friends to stop ELECTRO and save SALLY.
DR. ZELLNER tries out his new smart drug on students at the university. This leads to a cunning robbery by JACK and MACK (David DeLouise) and dangerous side effects for FLASH THOMPSON (Devon Sawa).
Scientist DOC CONNERS (Rob Zombie) injects himself with a serum to try and re-grow his amputated arm. When the formula turns him into a mutant LIZARD, SPIDER-MAN (Neil Patrick Harris) must stop him.
PETER PARKER'S (Neil Patrick Harris) classmate CHRISTINA invents a mind reading device. When it malfunctions, she develops a mad obsession with SPIDER-MAN and plans to kill MJ (Lisa Loeb).
Oscorp plans to knock down The Villeroy Towers despite protests from residents. TURBO JET (Harold Parino) tries to save their homes by stealing, but is confronted by SPIDER-MAN (Neil Patrick Harris).
KINGPIN (Michael Clarke Duncan) tricks SPIDER-MAN (Neil Patrick Harris) into stealing a microchip. SPIDEY'S trouble with KINGPIN and the FBI, delays PETER PARKER'S plan to see MJ (Lisa Loeb) perform.
SPIDER-MAN (Neil Patrick Harris) foils a robbery attempt by the criminal group PTERODAX. Next, the gang invades the Empire-1 newsroom, threatens hostages and sets a deadly trap for SPIDER-MAN.
PETER PARKER (Neil Patrick Harris) videotapes SILVER SABLE (Virginia Madsen) attacking the city's mayor and a man named Tremaine. In a final battle, SPIDER MAN uncovers the truth behind the plot.
SPIDER-MAN (Neil Patrick Harris) battles a female thief named THE TALON (Eve). PETER PARKER learns the thief is really CHEYENNE TATE (Eve), the girl HARRY OSBORN (Ian Ziering) has been dating.