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...
The Scorpion, a super-human creation designed to vanquish Spider-Man, has a lethal sting in his tail and he's ready to sting J. Jonah Jameson. The Sandman heists the priceless Goliath Diamond and Spider-Man is the fall guy for the crime.
The Rhino sets a gold standard for his crime spree - by creating a statue of himself. Then, a mastermind uses a cow-boy and a thug to find blueprints to destroy New York. It's up to Spider-Man to foil and neutralize their evil plan.
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.