Summer is over for Peter Parker and school's ready to start - both literally and in the real world of crime-fighting - as Spider-Man faces his first real challenge, the Enforcers, and his first real super-villain, Vulture.
According to Mr. Big's plan to divert Spiderman, common Flint Marko, whom he arrested repeatedly, is transformed into a monster, Sandman, who can escape any hold by transforming himself into sand. Meanwhile Peter risks compromising his cover and break Harry's heart by taking part in the school's American football try-outs, although the jocks aren't exactly welcoming nerds. Gwen just hopes Peter will take her to the formal dance.
Peter Parker and Mary Jane Watson go to the Midtown High Fall Formal. Meanwhile, the mysterious Green Goblin tries to force L. Thompson Lincoln to step down as NYC's Big Man of crime. Will Spider-Man be able to take on this new threat?
Dr. Curt Connors is examining organic matter from outer space. Peter is no longer welcome in the lab, but when Spiderman takes a peek he catches almost equally agile burglar Black Cat in the act. In fact he prevents her stealing the goo, but thinks she succeeded as in stealthily melted with his suit. He finds it increases his spider-strength. They team up and discover a jewel robbery in the making. Actually Dr. Curt Connors's place has been taken by Camelon, a master crook whose team was hired to steal the alien matter.
Peter was looking forward to a lazy Saturday, but Adrian Toomes manages to free from jail fellow criminal freaks Rhino, Electro, Sandman, Hammerhead and Alex O'Hirn. At least the alien goo proves a very practical costume improvement. Yet it come at a price: amnesia, or the suit operates on its own. Meanwhile Pete is ostracized at school for 'selfishly' photographing Spidey instead of preventing the theft.
Peter realizes he's completely neglecting his friends, influenced by the alien goo 'symbion'. As it hates vibrations, he tries to get rid of it exposing it to church bells, but it pins him down and evokes memories of how it all started, the trauma of Uncle Ben's murder. However Ben's memory stays and encourages Peter to resist and wrestle loose. Now he brings the goo back to the lab and thinks he freezes it to death. Eddie is furious his rehabilitation is turned to hopeless. But the symbiont survived, transfers to Eddie and brings Peter's memories along.
After Peter turns down on offer to turn a blind eye on Mr. Lincoln's crimes, the black goo alien and Eddie eagerly accept, including their 'test': defeat Spiderman! Now aunt May is recovering after a cardiac crisis, Peter feels even more guilty for neglecting his family and friends, who now forgive and support him. Only vindictive Eddie turns on his loved-ones.