While Peter struggles to find the proper opportunity to talk to Gwen about their first kiss, Spider-Man must face a new supervillain, the self-proclaimed sorcerer Mysterio.

While Peter is conflicted over his choice to be with either Gwen or Liz, Kraven the Hunter comes to New York. After being defeated easily, Kraven enlists Professor Miles Warren to help transforming him into the "ultimate hunter".

Near Christmas Day, the Master Planner reconstitutes the Sinister Six with Vulture, Electro, Sandman, Rhino and new members Mysterio and Kraven. Meanwhile, Peter finds his wandering eye prevents him from being with Gwen.

On New Year's Eve, the Master Planner and the new Sinister Six kidnap Gwen to coerce her father, police captain George Stacy, into giving them high level clearance, allowing the Planner to effectively run the world.

While Peter gets invited to his rival Flash's birthday party, Spider-Man must face the Sandman once again, who is attempting to rob an oil tanker. Peter also witnesses Harry's return from Europe and begins to fear of Venom returning.

Eddie, re-bonded with the symbiote, frames Spider-Man for a crime spree. Meanwhile, spores from the alien symbiote infect John Jameson. J. Jonah encourages his son to become a superhero, but John comes to see Spider-Man as a menace.

Peter's identity as Spider-Man has been outed by Venom, leaving Peter and his loved ones vulnerable to his enemies. Spider-Man has his final battle with Venom, where he must find a way to separate Eddie and the symbiote once and for all.

Peter winds up on a Midtown High police car ride with his schoolmate Sally. As Spider-Man, he must once again face off against the New Enforcers who have been enhanced with equipment by the Tinkerer at Tombstone's request.

Peter jeopardizes his relationship with Liz when Tombstone, Doctor Octopus, and Silvermane call a Valentine's Day Summit. But when Hammerhead betrays them all in an attempt to become the new Big Man, the summit erupts into a gang war.

Determined to be a better boyfriend to Liz, Peter attempts to help her brother Mark as Spider-Man. But when Mark relapses into his gambling addiction and ends up in debt, the Green Goblin transforms Mark into the Molten Man.

Spider-Man volunteers to test the security system of the new prison, the Vault. When the Green Goblin releases all of the inmates, Spider-Man is hunted by his greatest enemies and must work with Black Cat and her father to contain them.

Peter breaks up with Liz to be with Gwen, but she struggles to end her relationship with Harry. Meanwhile, Spider-Man attempts to solve the mystery of the Green Goblin's identity with Harry's help and has his final battle with the villain.