The weird Dr. Atlantian rises out of the ocean near New York City in his hive-like machine, which derives its power from Lunar motion. Atlantian represents the lost continent of Atlantis, which has developed an advanced technology in its centuries of undersea existence and now intends to conquer the surface world.

The Rhino again steals gold shipments with which to build a 14 karat statue of himself.

 Spiderman tussles once more with master-of-illusion Mysterio. This time, Mysterio causes Spidey to think that he has shrunk the web-swinger and placed him in a miniature amusement park.