The Crime Lords, led by Silvermane, are holding The Kingpin accountable for his failure to eliminate Spider-Man. So six of the Wall-Crawler's greatest enemies are called together to do the job: Doctor Octopus, Mysterio, The Scorpion, The Rhino, The Shocker and The Chameleon. Unfortunately, Spidey's powers have been on the blink due to the changes in his blood chemistry.

The six supervillains can't believe their eyes when Spider-Man walks into their trap at the warehouse. But it's obvious why, when they easily overcome and unmask the fraud. Meanwhile, Silvermane and the Crime Lords grow more disenchanted with The Kingpin and want to put him out of business. Kingpin beats them to the punch, kidnapping Silvermane. Can Spider-Man save the day?

Tired of Jameson giving Spider-Man the rap for all the crime in New York, Peter decides to give up the superhero business once and for all, until he meets his biggest fan, a little girl named Tyina. Can she get Spidey to change his mind?

Spider-Man loses his memory and becomes partners in crime with Dr. Octopus. Can a little girl and a cabbie save him?

Doctor Octopus is blackmailing the mother of Felicia Hardy, and she begins to realize that her family has some dark secrets. Some snooping in the Daily Bugle files by Peter, and a confession by Anastasia Hardy, reveal that Felicia's father was really the Cat Burglar, a thief who got rich from the gains of an enormous heist. The Kingpin joins forces with Doc Ock to spring Hardy from jail, as Hardy holds the secret to the 1940s "Super Soldier" formula that created Captain America! To make sure the Cat Burglar cooperates, Kingpin kidnaps Felicia.

Felicia Hardy, now transformed into the Black Cat, is blackmailed into working for Kingpin, until he can replicate more of the "Super Soldier" serum.

After a visit from an "old friend" of the family, Peter travels to Russia to investigate the mystery of his parents disappearance, and runs into some old friends!

Still in Russia, Peter discovers that searching for clues to his family past isn't easy when he has to battle the Insidious Six and Red Skull!

Spider-Man and the Warriors join forces to stop the Kingpin from activating the doomsday device.

Red Skull reveals his Doomsday Weapon, the powerful Electro. Can Spidey and the Six American Warriors stop Electro and his battle robots?

Spider-Man summons the Black Cat from earth, who despite her anger at being kidnapped, decides to help him fight the villains on the alien planet. The heroes must defeat the Red Skull, Doctor Octopus, and Allistair Smythe's robots while protecting a group of rebels, who are trying to take their planet back.