Peter Parker's nerdy high-school friend, Max, is hazed in a deadly fraternity prank that turns him into Electro, a high-voltage villain that threatens the campus. Only Spider-Man can stop him from exacting his revenge on the students.

Electro returns from his seeming death and tries to make Sally, a girl he has a crush on, become an electrical being just like him.

Dr. Zellner tests his "smart drug" on Peter Parker foe Flash Thompson, and Flash immediately displays dramatic spikes in intellect. However, along with the IQ boost comes a potentially fatal side effect. With only minutes to find an antidote, Zellner takes Flash's suggestion that he experiment on an already intelligent candidate: Peter Parker.