Baron Mordo and Dormammu help Eddie Brock's cell-mate, Cletus Kasady, become Carnage. Dormammu uses Carnage to get Dormammu into this world. Iron Man and Spider-Man work together and defeat the symbiotes.
Peter is considering giving up being Spider-Man, when he meets a mystic figure named Madame Web and his biggest fan, a little girl called Tiana. Spider-Man shares his origin with her. Dr. Octopus attacks with his new Octobot and captures Spider-Man.
Spider-Man teams up with Daredevil to confront the Kingpin, and to clear Peter's name. Daredevil also reveals to Spider-Man about the crime lord's alter ego.
Peter's search for Mary Jane leads him to an evil cult led by a man called Baron Mordo, who wants to release his master, Dormammu, from another dimension. Baron Mordo steals the Wand of Watoom which will free Dormammu. Spider-Man teams up with Doctor Strange and his sidekick Wong, to stop him.
During the attack, Spider-Man loses his memory and becomes partners in crime with Dr. Octopus. Tiana and a cabbie named Mousie try and rescue him, but nobody listens to their story.
The Green Goblin and the Hobgoblin clash over Dr. Ohn's Time Dilation Accelerator. Peter and Mary Jane are celebrating Felicia Hardy's engagement to Jason Macendale when it is revealed that Macendale is the Hobgoblin. In the end, the Green Goblin gets his hands on the portal technology.
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. His unstable invention creates a vortex that threatens to engulf New York.
Spider-Man and a new vigilante known as the Rocket Racer take on Big Wheel. Spider-Man and Rocket Racer are able to stop Big Wheel when Spider-Man electrocutes him with two electrical wires.
The Kingpin transforms Alistair Smythe into a half-cyborg, half-mutant creature to become the Ultimate Spider Slayer and kill Spider-Man. Spencer Smythe is revealed to be alive, but in cryonic preservation.
With the Time Dilation Accelerator, the Green Goblin trails Spider-Man and finds out his secret identity. The Green Goblin kidnaps Mary Jane Watson and takes her to the George Washington Bridge. Mary Jane and Green Goblin get trapped in an interdimensional portal and the device used is destroyed.
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