Peter feels great now Liz and Gwen appreciate him more as a tutor. Russian big game hunter, Sergei Kravinoff, who catches wild beasts with his bare hands and has a 'pet' lion, Gulyadkin, fails to overpower Spiderman. At ESU lab, Miles Warren agrees to transform him with leonine mutagen, transforming him into lion-man Kraven.

New Year's Eve. Dr. Octopus, who hid in Dr. Osborne's lab, finally pits his master plan in action. He hacks in by satellite to most computers in the city. He kidnaps Gwen to blackmail her dad, police captain George Stacy, into handing him the top-secret national network access codes. Spider-man must liberate her from the monsters' layer before the captain hands Dr. Octopus virtual world control.