Out in the countryside, Peter escapes an accident with the help of his Spider-Man disguise, but discovers a cave, with Dr.Octopus in charge of some power machines due to rule the World. Doc Ock captures Spidey, then Miss Brant who happened to be in the area. The villain is keeping both prisoners as witnesses for his demonstration of power...
Dr.Magneto (not related with the X-Men character) uses a magnetic gun to initialize some incidents. Fortunately, Spider-Man steals the show by keeping the mad doctor to do more harm in New York. This ends in a showdown in New York's Hall of Fame...
Trying to foil a mystery keeping the demolition of a playhouse, Spider-Man meets Blackwell the Magician who, behind his mischievous tricks, has a message to say to him...
In order to do a final battle with Spider-Man, the Vulture abducts J.Jonah Jameson and puts him next to a revolving pendulum. It's up to Spidey to stop the Vulture, otherwise his other nemesis Jamieson ends up in two halves.
The Flys, a.k.a. the Patterson Twins, are paroled and freed. However, Spider-Man does not believe this and for a reason: they are framing him for all the heists they've done. It's up to Spidey to catch them in their act.