While being pursued by the Enforcers, Spider-Man has to protect Norman Osborn from the vengeful supervillain Vulture.

As Peter Parker and Harry Osborn try out for the football team, Spider-Man must face convict Flint Marko, newly transformed into the Sandman in order to destroy Spider-Man.

As Otto creates the Rhino as a new distraction for Spider-Man, Peter takes Aunt May's advice and asks Mary Jane Watson to the high school prom.

Peter and Mary Jane are a hit at the Fall Formal. Meanwhile, the Green Goblin's attack on Fisk Industries requires Spider-Man's intervention.