Peter and Sally-Ann Beaumont are invited by NASA to witness Explorer One, a space probe, landing back on Earth after collecting radioactive soil samples. The Sandman steals the radiation to make himself more powerful. Spider-Man is unable to beat him, and Peter is blamed by Sally-Ann by not being around while Spider-Man was fighting the Sandman. He now faces explosion from the college, and the Sandman starts to rip off banks. Peter must expose his identity to the school board to safe face if he wishes to stay in college. But he must also stop the Sandman.

Spider-Man is invited to Mysterio's Disco Palace and finds out that Mysterio is hypnotizing everyone, and created an army. Mysterio does the same thing at E.S.U. the next day, and Peter is not affected. Mysterio increases his army and travels to the First City Bank to commit a robbery, but Spider-Man is easily outnumbered and gets locked in the bank vault. After escaping, Mysterio plots to steal a nuclear missile. Spider-Man must free the people and then stop Mysterio.