The Venom symbiote returns to Earth and reunites with Eddie Brock. He is ordered by Dormammu to steal a machine from Stark Enterprises capable of releasing Dormammu from his dimension. When Venom battles Spider-Man and War Machine, he is easily defeated. He soon gets help from Cletus Kasady, who has bonded with another symbiote to turn into...Carnage!

Baron Mordo and Dormammu help Eddie Brock's cell-mate, Cletus Kasady, become the merciless villain known as Carnage. Dormammu uses Carnage to get himself into this world and the three set off to create chaos. Faced with more enemies than he can handle, Spider-Man turns to an old ally: Iron Man!

"Down to Earth": Peter Parker is sent out by the Bugle to take photos of the giant meteor that recently crashed. He soon finds himself tied up as Green Men creep out of the South Pole caves to sacrifice the meteor to their Geyser God! Can Spider-Man make it through the cave creatures and man-sized Venus Fly-traps to prevent the Green Men from sacrificing the meteor and plunging Earth into Intergalactic Terror?

Ex-employee of Stark Industries, Dr. Jonathan Ohn, invents a portable interdimensional device that accidentally makes him a living embodiment of a portal. Calling himself the Spot, he tries to steal money to fund his research and his unstable invention creates a vortex that threaten to engulf New York.

"Specialists and Slaves'": The Radiation Specialist is out of prison with a dastardly new plan to take over Manhattan! By luring Spider-Man out of the city with a runaway car, the Specialist uses Manhattan's only active Nuclear Reactor to take over the city, causing it to rise out of the Hudson River into the sky and turn New Yorkers into his Spider-Man hunting slaves!

Against his wishes, the Kingpin transforms Alistair Smythe into a half-cyborg, half-mutant creature to become the Ultimate Spider Slayer. Bitter about the betrayal, Smythe turns on his former boss and goes on a vendetta to destroy all the people responsible for his father's death.

The Green Goblin and the Hobgoblin clash over Dr. Ohn's Time Dilation Accelerator. Meanwhile, Peter and Mary Jane are celebrating Felicia Hardy's engagement to Jason Macendale when it is revealed that Macendale is in fact the Hobgoblin!

''Revolt in the 5th Dimension'': Spider-Man comes up against The Infinita of Dimensia 5! As a key researcher for the Library of Garth crashes on Earth, it's up to Spider-Man to protect the entire library that's been saved on a tiny jewel! Will our Friendly Neighborhood Spider-Man be able to defeat the X-Ray Intelligence of the Infinata, or will he submit to their devious mind games?

Spider-Man teams up with Daredevil to confront the Kingpin and to clear Peter's name. With a new ally and the revelation that the Kingpin is in fact Wilson Fisk, Spidey sets off to tackle the Kingpin and his crew once and for all.

With the Time Dilation Accelerator, the Green Goblin trails Spider-Man and discovers his secret identity. Insane and equipped with the newly found information, The Green Goblin kidnaps Mary Jane Watson and takes her to the George Washington Bridge. Spider-Man races to save Mary Jane, but will it be too late?

''Rhino'': The walloping Rhino sets his sights on some gold bouillon, trashing submarines, trains, and armored cars! Will Spider-Man be able to put a stop to the unstoppable? Or will he be left in the wreckage of the Rhino's wake? ''The Madness of Mysterio'': Mysterio returns to hit Spider-Man with some special effects that shrink him down to size. How will the six-inch tall Webhead make it through Mysterio's funhouse of gigantic proportions?

Peter believes his luck is changing for the better when Richard Fisk, son of Wilson Fisk, hires him for a job. Things turn out to be too good to be true when Fisk frames Peter for a federal crime. Enter Peter's lawyer Matt Murdoch, also known as the vigilante Daredevil!

Still dealing with the loss of Mary Jane, Spider-Man's friend Robbie is framed of a crime. Spider-Man works with J. Jonah Jameson to clear his name.

A group of thieves called the Rocket Raiders are perpetrating robberies across Manhattan. Meanwhile, one of Peter's students, Robert, gets in trouble with the law when some thugs ransack his mother's store. Fed up with the lack of safety, Robert becomes a vigilante known as the Rocket Racer and sets off to take on the Rocket Raiders.

"Rollarama": While snooping around Professor Carl Von Lutz's abandoned house, Peter Parker and Sue unwittingly unleash a Giant Expanding Roller Ball that threatens the free world! Spider-Man wanders into the world of the plant-like humanoids known as The Vegio to find the device that can shrink the ball back down to size. Can Spider-Man "plant one on 'em" in time to stop the Rolling Ball of Destruction from colliding with a missile silo?

Doctor Octopus attempts to blackmail the Hardy family with his knowledge of their ties to the legendary burglar known as The Cat. However, Doctor Octopus is coerced into helping the Kingpin, who also has plans for The Cat, namely kidnapping him from his cell in S.H.I.E.L.D. headquarters and forcing him to reveal his knowledge of the Super Soldier formula that created Captain America!

''Up From Nowhere'': Dr. Atlantean, the Gilled Menace of the Seven Seas strikes Manhattan, displaying his "Sweet Tune of Destruction" by submerging Manhattan and causing earthquakes. Can Spider-Man spoil the plans of the deranged scientist bent on conquering the surface world or will he find himself walking the plank?

While developing a new gas for the Kingpin to use as a weapon, a mistake triggers an explosion and Norman Osborn disappears in the chaos. A new villain, The Green Goblin appears and kidnaps all of Osborn's enemies. As Spider-Man investigates the origin of this new villain, the evidence begins to point to only one person...Harry Osborn!

With the super soldier serum in hand, Kingpin successfully tests it on Felicia Hardy, The Cat's daughter. Now the superpowered Black Cat, Felicia teams up with Spider-Man to rescue her father and stop Kingpin from using the serum for his own ends.

"Knight Must Fall": King Arthur the play is in town and one of the Knights of the Round Table is at large! Can Spider-Man save his job at the Daily Bugle, and defeat Sir Galahad before he steals King Arthur's sword? Find out! "The Devious Dr. Dumpty": The Dastardly Man of Science Dr. Dumpty goes on a gas filled crime spree! Stealing a million dollars in jewels from starlet Rachelle Wells, the Mad Doctor attempts to steal a golden mask from Africa, but will Peter Parker's science know-how overcome the Doctor's?

During Doctor Octopus' attack, Spider-Man loses his memory. Realizing the opportunity at hand, Doctor Octopus convinces Spider-Man to become his partner in crime. Luckily for Spidey, Tyana and a cabbie named Mousie witness the incident and hatch a plan to save their favorite super hero!