When aliens infect John Jameson with toxic spores, he begins to increase in size and strength. Seeing this as a perfect opportunity to capture Spider-Man, J. Jonah Jameson manipulates his son into becoming a super-hero.

Peter volunteers as photographer for an old Pullitzer winner discarded by Jonah. The discover the underworld's recently release former kingpin Sable Manfredi is auctioning genetic technology to create monsters at will. As Spiderman, he tries to keep it out of the bid-winner's hands, but soon finds that also means taking on sore losers.