Peter Parker / Spider-Man discovers that his science teacher, Dr. Curt Connors, has been turned into a deranged lizard due to an experiment gone wrong, and is abducting people throughout Manhattan. As J. Jonah Jameson wants a picture of the lizard, Peter competes with rival reporter Eddie Brock to obtain it.

• Based on The Amazing Spider-Man #6.

Norman Osborn hires Spencer Smythe to capture Spider-Man in exchange for building a hoverchair for his son Alistair Smythe. Spencer creates his deadliest weapon, the Spider Slayer, to accomplish this. Eddie Brock works with Norman and Spencer to unmask Spider-Man. When it all fails and Spencer is supposedly dead in the scene, Brock is fired by Jameson and Felicia Hardy scolds both Flash and Peter for their actions as Aunt May plans to introduce Peter to Anna Watson's niece. In the final scene, Alistiar Smythe is approached by Wilson Fisk.

• Loosely based on The Amazing Spider-Man #25, with the subplot of Flash Thompson dressing up as Spider-Man to scare Peter being taken from The Amazing Spider-Man #5.

Continuing from the last episode, Wilson Fisk, also known as the Kingpin, offers to provide Alistair Smythe with the funds he requires to build more of Spencer's Spider-Slayer robots, claiming that Spider-Man is responsible for the death of his father. Alistair fails in his bid to kill Spider-Man, J. Jonah Jameson, Flash Thompson, Eddie Brock, and Norman Osborn who he holds responsible for his father's death. As a consequence, Kingpin makes him work for him until he does kill Spider-Man. Peter finally meets Anna Watson's niece Mary Jane Watson.

• Based on The Amazing Spider-Man #192 and #372.

When Peter arrives for a date with Felicia Hardy, she is kidnapped by the corrupt scientist Doctor Octopus, in order to force her mother Anastasia to provide him with the money she promised to fund his experiments. Complicating things, Peter recognizes the threat as Otto Octavius, his favorite science mentor from his childhood days.

• Loosely based on The Amazing Spider-Man #3.
• Listed as episode 5 on Disney+.

J. Jonah Jameson and many others believe that Spider-Man is responsible for robberies that have been happening recently. Peter thus decides to search for clues to prove that these robberies were caused by a Spider-Man impostor. He teams up with Detective Lt. Terry Lee and confronts Mysterio, a self-proclaimed master of the mystic arts who is posing as a superhero.

• Based on The Amazing Spider-Man #13.
• Listed as episode 4 on Disney+.

Mac Gargan, a small-time crook hired by J. Jonah Jameson to follow Peter and find out how he is able to get pictures of Spider-Man, strikes a deal with Jameson to eliminate Spider-Man. Gargan is taken to the lab of Dr. Farley Stillwell where he is transformed into the supervillain Scorpion.

• Based on The Amazing Spider-Man #20.

As Peter goes to an interview with scientist Mariah Crawford, she is under attack by the villain Kraven the Hunter. After Spider-Man is able to elude him, Dr. Crawford explains that Kraven and her used to be in love but when he was seriously injured by lions she had no choice but to give him a wonder drug called the Calypso Serum, left by a former associate of hers, that can heal all wounds, but made him into a hunting crazed superhuman. When Robbie Robertson is kidnapped, Spider-Man and Dr. Crawford must rescue him and administer the antidote to Kraven the Hunter.

• Loosely adapted from The Amazing Spider-Man #15.

Astronauts John Jameson and Paul Stevens are sent to a newly discovered asteroid and discover a rock, known as "Promethium X", which is said to be more powerful than plutonium. Unknown to them though, the Promethium X also contains a black, ooze-like creature, which manages to break free and tries to consume the two astronauts. The space shuttle crashes on the George Washington Bridge where the Rhino is sent by Kingpin to steal the Promethium X. Spider-Man manages to save John and Stevens, yet unknown to Spider-Man, Eddie Brock is on the bridge too and takes photos of him and Rhino as well. Brock uses propaganda and frames Spider-Man for stealing something from the shuttle, which leads to a $1 million bounty on Spider-Man's head by J. Jonah Jameson who rehires Eddie. However, Brock fails to mention having seen Rhino at the scene also. Meanwhile, the black fluid hitched a ride on Spider-Man's costume and forms over him while he sleeps. Spider-Man then finds himself with a black suit hanging upside down in the middle of the city with no memory of how he got there.

• Loosely adapted from The Amazing Spider-Man #41, #43 and #252. Dream sequence is taken from The Amazing Spider-Man #258.

Peter, with his powers enhanced by his new suit, focuses his attention on Brock and Jameson and warns the latter to call off his reward, also mentioning Rhino and how Brock neglected to mention him. Jameson finds out from John of Brock's lies. Livid, Jameson fires him and calls off the manhunt for Spider-Man. Noticing that he is becoming more hostile and aggressive, Peter seeks the assistance of Dr. Connors, who studies the suit and realizes that it is a symbiote. Peter then uses the symbiote's powers to find a clue in Brock's apartment, only to run into the Shocker, sent by Alistair Smythe to destroy the evidence Brock has of the crash site. Following Shocker leads Peter to Alistair and the Promethium X, which he steals. Kingpin and Shocker form a plan to kidnap Jameson in an attempt to gain the Promethium X back. The effects of the symbiote lead to Peter literally fighting it to get it off him.

• The end of the episode is based on Web of Spider-Man #1.

Returned to his old costume, Spider-Man soon comes across the Rhino and the Shocker, who manage to get the upper hand on him. However, an unknown "ally" arrives and defeats the two supervillains himself. The new "ally" is Brock, now known as Venom, who has bound to the discarded symbiote and wants revenge on Spider-Man.

• Loosely based on The Amazing Spider-Man #300 and #317.

The Hobgoblin defeats Wilson Fisk and declares himself the new Kingpin of Crime. Fisk then asks Osborn to assist him in reclaiming his position.

• Loosely adapted from The Amazing Spider-Man #249–251.

Chameleon, an international spy, attempts assassination on two diplomats in order to derail the signing of a peace proposal. S.H.I.E.L.D. director Nick Fury enlists Jameson's help to prevent the Chameleon's crime while Spider-Man begins his own hunt against the assassin.

• Loosely adapted from The Amazing Spider-Man #1.

With Alistair Smythe causing a jailbreak, Kingpin hires the Rhino, the Shocker, Doctor Octopus, Mysterio, the Scorpion and the Chameleon to take down Spider-Man as the Insidious Six as Kingpin deals with Silvermane planning to lead Hammerhead, Owl, and other crime lords against him. Meanwhile, Peter has been experiencing brief periods of time where his powers temporarily vanish.

• Based on The Amazing Spider-Man Annual #1.

Spider-Man walks into the trap of the Insidious Six at a warehouse. Spider-Man attempts to battle the six, but is captured and unmasked, although he manages to convince the six supervillains that he is a fraud as Doctor Octopus notes that he didn't have the fighting skills like last time. Displeased with seeing the outcome after the crime lords have been patient long enough, Silvermane begins to have Hammerhead begin the plans on the war on Kingpin causing Kingpin to have his Insidous Six go on the offensive against Silvermane. After the Insidious Six are defeated and Silvermane is rescued, Dr. Connors reveals that Spider-Man has begun to mutate further, which is the cause of his powers briefly vanishing.

• Based on The Amazing Spider-Man #12 and Annual #1.

While dealing with the stunning revelation of his condition, Spider-Man finds himself dealing with the rash of mysterious robberies happening across town. As Peter, he tries to get closer to Mary Jane Watson and discovers that she is being stalked by her evil ex-boyfriend who reveals himself to be the super-thief Hydro-Man, who is obsessed with winning her back.

• Based on The Amazing Spider-Man #212.

Spider-Man begins to worry about his growing mutation. In order to seek a cure, he heads to the Xavier mansion where he encounters the X-Men. A brief fight occurs, but Spider-Man explains his plight to Charles Xavier who tells Spider-Man that he cannot cure him. Beast tells Spider-Man to go to Dr. Herbert Landon, who is working on a cure for mutants. Afterward, Landon's henchmen capture Beast, leaving Spider-Man terrified. While Spider-Man is watching Landon's demonstration, the facility is attacked by the Hobgoblin. However, a mysterious telekinetic force holds the ceiling in place long enough for Spider-Man to escape. Wolverine begins to worry about Beast's disappearance. He discovers that Beast spoke with Spider-Man before he disappeared and sets out to find Spider-Man.

• Based on Spider-Man: The Mutant Agenda #1.

Wolverine catches up with Spider-Man, who is hot on the trail of the missing Beast. Meanwhile, the Hobgoblin steals the mutant technology information that the villainous Herbert Landon had prepared for Kingpin. Meanwhile, Landon's assistant Genevieve struggles with keeping her secret of being a telekinetic mutant, who saved Spider-Man from the collapsing ceiling. This is revealed after the Hobgoblin causes an accident that mutates Landon into an evil, giant multi-armed creature that tries to kill the heroes.

• Based on Spider-Man: The Mutant Agenda #2–3.
• Titled "Chapter V: Mutants Revenge" on Disney+.

Dr. Crawford has developed a cure for Spider-Man's disease, but she is reluctant to give an untested serum to him that may result in permanent loss of his powers or worse. After an angry outburst from Spider-Man, she hands it over. At the ESU lab, Peter is secretly observed by Felicia's latest love interest, Morbius, who then swipes the infected blood sample after Peter leaves for the night. An accident turns him into a vampire. An increasingly desperate Spider-Man drinks the serum designed to cure him, but it makes him grow four extra arms.

• Based on The Amazing Spider-Man #101–102.

The antihero known as Punisher thinks Spider-Man is a crook and chases him around. Spider-Man finds out that Morbius has turned into a vampire and is draining people's plasma to survive. Spider-Man wants to help Morbius, but Punisher is trying to get rid of Spider-Man at the same time. However, the next part of Spider-Man's mutation is about to happen.

• Based on The Amazing Spider-Man #101–102 and #129.

Spider-Man's horrifying genetic mutation reaches its culmination as he transforms into the monstrous Man-Spider as Jameson learns from Robertson about Punisher's background. Mariah Crawford, unaware of the monstrous transformation, summons Kraven to help her track down Spider-Man and cure him of his mutation with a newly developed antidote. Kraven rescues Punisher as they work together to subdue Spider-Man's Man-Spider form.

• Loosely based on Marvel Fanfare #2.

The vampire hunter Blade arrives in New York City to destroy his enemy Morbius, but Spider-Man wants to revert Morbius back to his human form.

• Titled "Chapter IX: Blade the Vampire Hunter" on Disney+.

An ancient artifact known as the Tablet of Time has been uncovered. Kingpin wants to sell it, while a elderly and old Silvermane wants to use it to restore his youth back. After getting fired for failing Silvermane, Hammerhead sides with Kingpin. While Hammerhead kidnaps Silvermane's daughter Alisa Silver, Silvermane dispatches Tombstone to abduct Kingpin's wife Vanessa Fisk. Spider-Man deals with The Lizard again as Tombstone is sent to abduct Dr. Connors.

• Based on The Amazing Spider-Man #73.

Tombstone has defeated Spider-Man and made off with Dr. Connors. An exchange is done where Silvermane gets Alisa back and Kingpin gets Vanessa back. With the Tablet of Time, Silvermane's youth is restored, but he continues to grow younger until he finally becomes an infant. Surprisingly, the Tablet is also able to revert The Lizard back to Dr. Connors. As the ordeal has caused his Vanessa to leave him, Kingpin orders the Tablet gotten rid of as Hammerhead gives it to Adrian Toomes.

• Based on The Amazing Spider-Man #74–75.

When Norman Osborn attempts to take over Toomes Aeronautical, Adrian Toomes becomes furious. He uses the Tablet of Time technology to steal youth from anyone he touches, becoming the Vulture to destroy Norman.

• Based on The Amazing Spider-Man #2 and #386.

Spider-Man seeks Dr. Connors' aid to help reverse the aging effects of the Vulture's talons. After absorbing Spider-Man's youth and DNA, the Vulture mutates into the monster spider that Spider-Man transformed into earlier (Man-Spider). Meanwhile, the Scorpion grabs Dr. Stillwell to seek a cure for his own mutation.

• Loosely based on The Amazing Spider-Man #387.

In a battle with Doctor Octopus, a medical research building is destroyed. Blaming himself, Peter is considering giving up being Spider-Man, when he meets an inter-dimensional being named Madame Web (who was the person that Doctor Strange detected in the last episode) and his biggest fan, a little girl called Taina, who Spider-Man shares his origin story with. While working for Kingpin, Doctor Octopus attacks with his new invention, the Octobot.

• Based on Amazing Fantasy #15 and The Amazing Spider-Man #55 and #248.

During Spider-Man's battle with Octobot, Doctor Octopus uses a nerve nullifying blaster to give Spider-Man amnesia, convincing him that he is his personal assistant and goes on a crime spree. Taina manages to get Spider-Man to remember his true self; he then returns her back to her room, where he even reveals his true identity to her. Taina promises never to tell anyone. Spider-Man thinks that Taina was a bigger hero than himself. It is revealed Taina is in a facility for terminally ill children and meeting Spider-Man was her last wish.

• Based on The Amazing Spider-Man #56 and #248.

While developing a new gas for Kingpin to use as a weapon with help from Mendel Stromm, a mistake triggers an explosion and Osborn disappears in the chaos. A new villain known as the Green Goblin appears and kidnaps J. Jonah Jameson, Anastasia Hardy, Wilson Fisk, and some unnamed people. Spider-Man suspects that Harry might be the culprit as he blamed them for causing his father's death. Eventually, Spider-Man rescues everyone and discovers that Green Goblin is Norman Osborn where an accident causes Norman to lose his memory of being Green Goblin as Spider-Man and Norman are rescued by Harry. Felicia later meets with Spider-Man, tells him that she is in love with him, and passionately kisses him.

• Based on The Amazing Spider-Man #14 and #39–40.

Continuing from the last episode, Spider-Man tells Felicia that he can't have a girlfriend. She understands this, but wants Spider-Man to know how she feels about him. Meanwhile, Jackson Weele leads a gang of thieves armed with jet-pack technology. Weele has developed a large gyro-wheel in which he uses to plunge through the city. Peter wants to ask Felicia to a date, but she refuses because she is in love with Spider-Man. Robert Farrell tries to help his ailing mother by using science and the gang's technology to arm himself as the Rocket Racer as thugs threaten his mother for protection money. Peter later meets Felicia's latest love interest Jason Macendale.

• Based on The Amazing Spider-Man #172, #182, and #183.

Tombstone is hired by Alisa Silver to destroy the story planned for the Daily Bugle revealing that she had taken over her father's criminal organization. Tombstone attempts to use Robbie Robertson, whom he was childhood friends with, to kill the story, using Robbie's teenage son Randy Robertson to do it. With cryptic information from Madame Web, Spider-Man helps Robbie by setting Randy straight and defeating Tombstone.

• Based loosely on The Spectacular Spider-Man #139 and #142.

The symbiote returns to Earth and travels to Ravencroft to reunite with Brock, who then escapes as Venom. He is ordered by Dormammu and Baron Mordo, to whom the symbiote owes its earthly return, to steal a machine from Stark Enterprises capable of releasing Dormammu from his own far-off dimension. After Madame Web's cryptic advice to "keep your friends close, but your enemies closer", Spider-Man fights Venom with help from War Machine.

• Takes from parts of The Amazing Spider-Man #344–345 and #359.

When Brock refuses to continue to work for Dormammu and Baron Mordo, they turn the psychotic Cletus Kasady into Carnage to collect life-force which is essential for Dormammu to enter Earth. Carnage kidnaps Dr. Ashley Kafka, whom Brock has fallen in love with. Brock then reluctantly teams with Iron Man and Spider-Man to save her after Spider-Man solves Madame Web's cryptic "keep your friends close, but your enemies closer" advice.

• Based loosely on The Amazing Spider-Man #361–363.

Dr. Jonathon Ohn is a brilliant scientist who created the time dilation accelerator portal-making machine for Tony Stark. Following the battle against Venom and Carnage, Stark shut down the accelerator project. Ohn is then approached by Kingpin who funds Ohn's research to have him continue the accelerator project, while Ohn falls in love with his assigned partner Dr. Silvia Lopez who wants to seek greater reward for her efforts. After they complete the machine, Ohn is accidentally sucked into a portal, where numerous other portals attach to him, allowing him to create and recall the portals. Ohn calls himself the Spot and starts stealing money to help fund his project.

• Based on Peter Parker, the Spectacular Spider-Man #98–99.

Norman Osborn returns as the Green Goblin where he and the Hobgoblin, whom he considers an impostor, clash over Ohn's time dilation accelerator. Meanwhile, Felicia is engaged to Jason of whom Peter is greatly suspicious of. This is confirmed as Jason is revealed to be the Hobgoblin as both of them are captured by the Green Goblin. The Green Goblin gets away while Jason is arrested by the police.

• Based on The Amazing Spider-Man #312.
• Titled "Chapter XIII: Goblin War" on Disney+.

Madame Web cryptically warns Spider-Man about a two-headed monster that will emerge soon. Osborn, still with the Goblin in control, tries to use the time dilation accelerator to find out Spider-Man's secret identity. This leads to a fateful confrontation between Spider-Man and the Goblin that will change Peter's life forever where Mary Jane disappears into one of the portals out of Spider-Man's view and Green Goblin gets sucked in to a portal caused by the time dilation accelerator. Madame Web can't bring them back as Spider-Man has gone down the path that there is no returning from. As Spider-Man gets angry at her, Madame Web states that she will return one day as Spider-Man is still the "chosen one".

• Based on The Amazing Spider-Man #39, #121–122, and The Spectacular Spider-Man Magazine #2.

Spider-Man grieves over Mary Jane's loss following his battle against the Green Goblin. Meanwhile, Tombstone, whilst incarcerated in Ryker's Island, plots revenge on Robbie for previously causing his arrest. In exchange for assisting cellmate Richard Fisk in a few brawls in prison, Richard requests that his father frame Robbie as a criminal mastermind. Jameson works with Spider-Man to clear Robbie's name.

• Based on The Spectacular Spider-Man #150–151 and #155.

Kingpin and Doctor Octopus blackmail John Hardesky into revealing the ingredients to the super-soldier formula by making threats against Felicia. After Hardesky reveals his secrets, Landon is able to recreate and improve the formula for Kingpin. He uses the serum to transform Felicia into a "black cat" and forces her to carry out his crimes until Herbert Landon can create more serum. Meanwhile, Nick Fury finds out that the John Hardesky they have is an impostor.

• Based on The Amazing Spider-Man #194 and Spectacular Spider-Man #74 and #89-90.

Trapped in the limbo between portals, the Green Goblin telepathically calls out to his son Harry Osborn. Keeping his true identity a secret, he promises Harry that he will see his father soon if he becomes the second Green Goblin. Meanwhile, thinking Peter knows where Mary Jane is, Anna Watson unknowingly passes this information to the Punisher who decides to help. When confronted by Spider-Man about the truth, during the skirmish between them and the Punisher, Harry is shocked when the Green Goblin shows him that he is his father, Norman. This however causes Harry to collapse, making him decide to truly take after his father by continuing on as the second Goblin, but is knocked out and sent to Ravencroft for help. An angry Norman watches from limbo but is more shocked as just when the Punisher confronts Peter, Mary Jane reappears.

• Based on The Amazing Spider-Man #136–137.

Peter and Mary Jane are ready to tie the knot. Their plans are interrupted, however, when the Scorpion kidnaps May. Spider-Man gives chase and rescues May, but wonders if the fates are trying to tell him something. Meanwhile, Kingpin is paying for Peter and Mary Jane's wedding. When the wedding finally takes place, a still mentally-addled Harry shows up as the Green Goblin in the middle of the ceremony, grabs Mary Jane and threatens to blow up the church if the priest doesn't marry him and Mary Jane.

• Based on The Amazing Spider-Man Annual #21.

In Moscow (Russia), Silver Sable surprises Dr. Grotizick. In America, Keane Marlow surprisingly visits May, who introduces him to her nephew, Peter, explaining Keane was an old friend of his Uncle Ben. Peter finds his parents' old passports. He subsequently shows them to May, who orders Peter to put them away. Peter, however, eavesdrops on his aunt and Keane's conversation. He discovers that May was being forced to reveal something to him sooner or later. He then leaves, wondering how the conversation continued. Peter then decides to leave America for Moscow, so that he could learn more about his parents' past. Robbie, having secret affairs to deal with in Russia, convinces J.J.J to send both of them overseas because Peter lies about Spider-Man wanting to take over the Russian government and they need to cover the 'story'. Meanwhile, Kingpin has reunited the Insidious Six with the Vulture replacing Mysterio to track down a doomsday weapon that could be connected to the situation. Spider-Man follows Robbie to an informant's house, where Silver Sable and the Wild Pack attack. They make off with the informant, leaving an unconscious Spider-Man and Robbie with a quickly-counting down bomb.

• Based on The Amazing Spider-Man Annual #5 and The Amazing Spider-Man #334–337.
• Titled "Chapter I: Six Forgotten Warriors" on Disney+.

Mary Jane is revealed to have new found water-based powers like Hydro-Man. Spider-Man follows Hydro-Man to an underwater lab, where he discovers that scientist Miles Warren has used his controversial cloning technology to create a clone of the original Hydro-Man while working for someone who he is keeping anonymous. He is even more shocked to learn that Warren then used a drop from Hydro-Man to clone Mary Jane. It turns out both clones are unstable and perish. Peter says goodbye to Mary Jane's clone. After Spider-Man leaves, Warren contacts Alistair to have Silvermane's men repair his laboratory as he is shown to have a sample of Spider-Man's costume. While mourning Mary Jane on a bridge, Spider-Man is visited by Madame Web who states that the time has come for him to do his part. In exchange, she will take Spider-Man to where the real Mary Jane is.

• Based on The Amazing Spider-Man #149

Madame Web brings Spider-Man to another dimension where he is brought before a being known as the Beyonder, who has chosen Spider-Man to be part of an experiment to see if good is more powerful than evil. He finds a paradise planet and chooses Doctor Octopus, Doctor Doom, Alistair, The Lizard, and the Red Skull the villains to invade it. After speeding up the time there, the planet has been taken over. Spider-Man must lead a team of superheroes to save the planet. Using the abandoned laboratory and is transporter device, Spider-Man summons the Fantastic Four (consisting of Mister Fantastic, Invisible Woman, Human Torch, and Thing), Iron Man, Captain America, and Storm of the X-Men. The Lizard appears and attacks Spider-Man, but the heroes knock him unconscious as giant alien worms attack. Storm and Invisible Woman combine their abilities to recharge the laborartory. They manage to agree to a team up as Iron Man and Mister Fantastic use the alien tech to reactivate the part of The Lizard's mind in which Dr. Connors' consciousness is. Now in control of himself, Connors sides with Spider-Man's team as Madame Web and the Beyonder are impressed so far.

• Based on Marvel Super Heroes Secret Wars #1–3

Doctor Octopus and Alistair join forces with the Red Skull. It is mentioned that Doctor Octopus' domain was taken over by Doctor Doom. Spider-Man brings Black Cat to the planet to help him just as she, Morbius, and Blade were battling Miriam and her vampires. The team cross a wasteland in order to launch an assault on the Red Skull's empire. Later, Spider-Man and Black Cat share a kiss.

• Based on Marvel Super Heroes Secret Wars #4–9

After defeating the Red Skull, Spider-Man and the team attempt to rendezvous with the Fantastic Four only to discover that they have been ambushed and that Doctor Doom has kidnapped the Thing. The heroes all go to rescue him, entering Doctor Doom's empire which they discover is a peaceful paradise. Doom used the technology of the planet to not only dethrone Doctor Octopus, but make his New Latveria a place of good. He even gave Thing a watch to switch him back to his human form having accomplished something that Mister Fantastic has been unable to do. After learning of the Beyonder's powers, Doctor Doom decides to absorb him to ensure eternal peace by banishing the other villains back to Earth. However, demons pop out of his dreams as he sleeps. Spider-Man is able to reverse the process, proving good is superior. The Beyonder erases the others' memories and sends them back to Earth. He then reveals to Spider-Man that this was a test to show if he was worthy of the true challenge.

• Based on Marvel Super Heroes Secret Wars #10–12

Spider-Man is taken to an alternate dimension where due to a series of events, its native Peter has bonded with the Carnage symbiote to become the maniacal Spider-Carnage, who has devastated and demolished New York City with the aid of Kingpin, Alistair, the Hobgoblin, and the Green Goblin. That world's Jameson tried to make contact to any survivors while Robbie was proven that Jameson was right about Spider-Man. The Beyonder tells Spider-Man that his deranged counterpart plans to use a matter-disintegrator bomb powered by the Time-Dilation Accelerator to destroy the entire multiverse, and the only way to stop him is for Spider-Man to lead a group of Spider-Men from different dimensions to prevent the blast. Allied with Spider-Carnage's brother though cloning, Scarlet Spider, as well as a high-tech Spider-Man, a six-armed Spider-Man, a Spider-Man with a copy of Doctor Octopus' tentacles, and an actor dressed as Spider-Man, the primary Spider-Man assaults Spider-Carnage's gang at the Kingpin's base. However, the Six-Armed Spider-Man turns into the Man-Spider mid-mission.

• Based on Web of Spider-Man #100 and #117, The Amazing Spider-Man #400, #404 and #410, The Spectacular Spider-Man #226, Spider-Man: Funeral for an Octopus, and What If? #42