Captain America, Shanna the She-Devil, Namor the Sub-Mariner, Dr. Strange, and the Spider Friends face off against The Chameleon on Wolf Island.

When unfortunate accidents stop movie-maker Sam Blockbuster from completing his Spider-Man movie, Mysterio is revealed as the source of all the previous mishaps during shooting. Mysterio blackmails Blockbuster into hiring the real Spider-Man to star in his own movie.

Dr. Faustus and The Kingpin use "Psycho-Disks" in order to mind control Captain America and Iceman into doing the Kingpin's bidding.