The Green Goblin wants to poison the city's water supply with a formula that will turn everyone into creatures like him.

Kraven the Hunter is in New York City to show off his prehistoric animals. However, his sideshow is a cover for his plot to take over New York City by hatching a dinosaur army. He steals a rare ruby (the Eye of India) and kidnaps Firestar to coerce her into harnessing her energy to power a growth energizer, which will hatch the eggs containing the dinosaurs.

Mr. Frump, a downtrodden, homeless man, gets ahold of an ancient amulet that Dr. Doom had hoped to use to gain control of the world. As Frump is realizing the amulet's powers (and making many new friends as a result), Dr. Doom plots to trick Frump into handing over the amulet.

The gang meets Sunfire, a mutant who has powers identical to those of Firestar. Sunfire reveals that his uncle Genju needs assistance in starting a fusion reactor which will supply power to the world, unaware that Genju simply wants to gain enough power so that he cannot be defeated in his quest to rule the world.

A meteor crashes into a beehive, creating a mutant creature that calls itself Swarm, whose body is made up of thousands of bees. Swarm - whose lair is a giant beehive, where the meteor radiating its power is housed - immediately begins mutating worker bees into huge drones, then begins zapping the residents of New York City into drones.

A mysterious stranger invites the Spider-Friends - and unknown to them, Sub-Mariner, Shanna the She-Devil, Captain America and Doctor Strange - to a weekend at Wolf Island.