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.

After Dr. Crawford is mutated into a monster, Spider-Man and Black Cat team up with Kraven to help her. Meanwhile, Dr. Curt Conners races to find an antidote.

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!

Alistair Smythe, currently working as Silvermane's top scientist, kidnaps the Black Cat. He then bribes Spider-Man into capturing the Scorpion or the Vulture in exchange for her release, and plans to use their DNA to restore Silvermane's true physical appearance!

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.

Debra Whitman and Clay Marks locate Morbius and bring him to ESU to work on a cure. At the same time Herbert Landon and the Shocker are hired by the Kingpin to capture Morbius in an effort to unlock the secret to immortality. The Black Cat hears of the news and teams up with Spider-Man to stop the Kingpin and make sure Morbius doesn't lose control.

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?

While hunting a vampire in Eastern Europe, Blade discovers that Morbius is still alive. Meanwhile, Mirium, flies to New York to seek out the Neogenic Recombinator. Spider-Man, Black Cat, Morbius, Blade and others must try to stop Mirium before she turns everyone into vampires.

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!

Harry Osborn begins to lose his mind and takes on the cowl of the Green Goblin. Meanwhile, Anna Watson suspects that Peter Parker is behind the disappearance of Mary Jane and asks the Punisher to locate her daughter. Spider-Man is faced with the task of stopping Harry without harming him while eluding the merciless Punisher!

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.

Mary Jane finally gets her big break in recreating the movie role made famous by an actress, named Miranda Wilson. But when Mary Jane starts hearing her father's voice, she finds herself trapped in the catacombs below Wonder Studios in the clutches of a vengeful Miranda. To save Mary Jane, Spidey must team up with one of his greatest enemies...Mysterio.

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!

Peter proposes to Mary Jane and asks Doctor Connors to walk Mary Jane down the isle. But before they could celebrate, a group of Lizard-Men attack and bring them down into the sewers. Spider-Man finds himself in the battle of his life as he fights the Lizard-King and his horde of minions!

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!

Hobbie, a man with a troubled past, is released from prison with the help of Wilson Fisk and seeks to get revenge on his former boss, Iceberg. Fisk allows Hobbie to use a special suit to give him super-human powers as the Prowler, but with one caveat: that if he removes the suit, it will detonate!

"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?

Peter and Mary Jane are getting ready for their wedding but their plans are interrupted when the Scorpion kidnaps Aunt May. To make matters worse, Harry Osborn shows up as the Green Goblin at the wedding with the intent of marrying Mary jane before Peter does. With a little help from Black Cat and the Mega-Slayer (controlled by Kingpin), Spidey may just get through his wedding day unscathed!

"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.

Keane Marlow, an old friend of Uncle Ben, reappears in Aunt May's life and is introduced to Peter Parker. Peter discovers that his parents were involved in international espionage and sets out to investigate at the S.H.I.E.L.D. headquarters. Meanwhile, the Kingpin and Herbert Landon hire the Insidious Six to retrieve a mysterious item called the Doomsday Device. The first step of the plan: to break Chameleon out of the S.H.I.E.L.D. headquarters!