The Sandman learns that Spider-Man is Peter Parker. Bobby and Angelica figure out how to make his identity a secret again.

Firestar is kidnapped by Dracula. Spider-Man and Iceman go to Transylvania to rescue her, fighting both Wolfman and the Frankenstein monster.

Videoman merges with a game addict, who decides to be a superhero while the Gamesman seeks world domination by electronically hypnotizing the public.

After the Spider-Friends thwart the Scorpion, a chemical scientist named Zoltan Amadeus recreates Spider-Man's powers with a spider serum. He frames Spider-Man for his crimes. (Daredevil (Matt Murdock) guest stars as Spider-Man's lawyer). When Spider-Man ends up on Rikers Island, the Scorpion stages a jailbreak to take out Spider-Man, but is defeated. After Zoltan mutates into the Arachnoid, Iceman and Firestar cleared Spider-Man's name and are given the antidote to return Zoltan to normal.

Stan Lee explains how the superheroes teamed-up to fight the Beetle. Tony Stark makes a cameo.

Spidey falls in love with a stranded girl from the future, a girl named Ariel, whose spaceship has been stolen by Doctor Octopus. After Doctor Octopus is defeated, Iceman and Firestar learn that Ariel and her brother, Bartow are sick. In the hospital, it is revealed that they lack immune systems. Spider-man helps them return to the future, but Ariel's and Bartow's father returns Spider-man to the present because he carries germs from "Old Earth."

The Spider-Friends visit the X-Mansion, teaming with the X-Men (Cyclops, Colossus, Storm, Nightcrawler, Thunderbird, Sprite and Professor X) and battle Cyberiad (formerly Nathan Price), Firestar's old boyfriend.

Buzz Mason of S.H.I.E.L.D. hires the Spider-Friends to stop a mutant named Lightwave, who has the power to control and manipulate light energy. She turns out to be Iceman's half-sister, Aurora Dante (who was not mentioned in "The Origin of Ice Man"). Though it is said that she has turned traitor and is targeting the GuardStar satellite, someone is actually mind-controlling her.