While The Spider-Friends are vacationing, The Sandman shows up and discovers Spider-Man's true identity, but the Spider-Friends try to convince him that he's wrong.

While at a dance, Angelica is lured outside by a stranger and hypnotized. The stranger takes her aboard his plane and they go to Transylvania, but not without Iceman and Spider-Man right behind them. The stranger is revealed to be Dracula. They get Angelica free, but still have to fight against Frankenstein and a werewolf.

The Gamesman has developed a machine that will hypnotize young people through video arcade machines. Through a glitch, caused by Gamesman's machine, in the arcade machine a young, nerdy teenager named Francis Byte was playing, Franis developed the ability to turn himself into a self proclaimed hero called Video Man. Unfortunately he doesn't know how to be a superhero. While battling Thee Gamesman, the Spider-Friends help Video Man out. But in the end, the best help is found at the mansion of Professor Charles Xavier.

A woman named Monica video taped a successful fight between the Spider-Friends and The Scorpion. Zoltan Amadaeus is collecting data on Spider-Man and plans to retain the powers of Spider-Man and use them for his own gain and framing the real Spider-Man. But problem's arise when the Zoltan's powers change him into a half man/half spider creature called The Arachnoid.

Stan Lee narrates how Spider-Man, Iceman and Firestar first joined forces to battle the Beetle, and become known as the Spider-Friends.

Spider-Man meets whom he believes is the love of his life - an alien from the future named Ariel, whose spaceship crash-lands on earth. As Spidey tries to nurture his relationship with Ariel, Doctor Octopus steals the spaceship to carry out a plan to kidnap well-armed criminals from the future.

When Spider-Man is trying out the X-Men's Danger Room, things start to go wrong when a strange intruder named Cyberiad shows up. It turns out that he is Firestar's former boyfriend and he blames her for his current state. Since Cyberiad has control of the X-Men's mansion, can the X-Men succeed in defeating him?