Following orders from Kingpin, Hammerhead hires Montana to steal a high-tech suit and, as the Shocker, destroy Spider-Man.

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.

When the Green Goblin fuses Otto's robotic arms to his body, the newly created Doctor Octopus must find a new power source as Spider-Man pursues him.

Spider-Man faces off against the Green Goblin and Tombstone. Elsewhere, Col. John Jameson attempts to land a damaged space shuttle.