Peter rushes home to catch a broadcast about the discovery of the alien ooze on the space shuttle that Colonel John Jameson piloted to a safe landing. The news story explains that it has been turned over to Dr. Connors at the university for research purposes. Peter calls Brock who tells him that it looks like a big chance for Connors to make a comeback after his Lizard transformation. However, Brock warns that Connors' wife Martha doesn't want Peter around after he seemingly betrayed them.
Peter decides to get photos as Spider-Man using a telephoto lens, and sneaks over to a nearby building to watch as Dr. Connors and his wife come out. When he goes up to the skylight he sees a female cat burglar dressed in black and wearing a mask sneaking in. Avoiding the laser beams on the floor by dangling from a cable, she approaches the containment cylinder but Spider-Man interrupts her. She introduces herself as the Black Cat and says she's been hired by a company CEO to steal the alien substance. Spider-Man tries to stop her but she's more than his match. Spider-Man is knocked into the containment unit and Dr. Connors comes in. Black Cat takes advantage of Spider-Man's distraction to escape as Spider-Man and Connors discover that the alien substance is gone.
Spider-Man gets away but the next morning is angry that the
Daily Bugle ran a story using his photos and making it seem that Spider-Man was the thief. Peter calls Brock who is angry with him, since it looks like Peter took photos rather than call the police. Peter then talks to Jameson, who figures that Spider-Man has been a crook all along. Further, Jameson notes that Connors didn't report the theft until the next morning, despite the fact Peter knows he was in the lab that night.
It turns out that the "Dr. Connors" that interrupted the fight is the Chameleon, a super-villain and master of disguise. He impersonated Connors to sneak in and steal the alien substance, but it was gone when he came in. He's working for a general, and promises to get it with a new plan. He then tells his two henchmen Beck and Mason, to get to work on new projects. Beck is an expert in special effects while Mason is a mechanical genius.
Spider-Man is patrolling the city for the Black Cat, who he assumes stole the alien sample. He's unaware that it attached itself to him the previous night, and has spread over his entire body and duplicated his costume in black. The Black Cat finds him and is impressed with his new outfit, as he realizes what's going on. She says that she didn't steal the substance and wants his help clearing her name, but he isn't interested. After she leaves, Spider-Man spots a small plane coming down in Central Park. He manages to rescue it, and then saves two construction workers from falling girders, and realizes the alien substance is augmenting his own abilities. He wonders if he should return the ooze, since he can do so much more as a superhero if he keeps it. Returning home, he finds Aunt May on the point of collapse from cooking, and gets her to bed.
At a New York bank, the Chameleon begins a series of robberies wearing a Spider-Man costume and using mechanical web-shooters. Mason and Beck are hidden in the crowds, providing him with radio cues so he can display his "spider sense" as well as take photos to anonymously send to the
Bugle. Jameson plays up the stories in the
Bugle and when Peter arrives at school, he finds Flash Thompson standing up for Spider-Man despite the evidence against the hero.
Spider-Man goes looking for the imposter and runs into the Black Cat, who offers to help him. She figures the imposter's next target will be a fund-raising political party on a yacht hosted by Mayor Waters, where the mayor is wearing a valuable cats' head necklace. Captain Stacy is on the yacht along with Jameson and has policemen stationed throughout the boat. However, Mason and Beck have already stowed away disguised as workers. Norman Osborn arrives to contribute to Waters' campaign, but he then slips away: it's the Chameleon in disguise. He switches to his Spider-Man costume while Beck slips the policemen drugged coffee.
The Chameleon starts robbing the partygoers, using his fake web-shooters to take down Captain Stacy. Stacy realizes this Spider-Man is too tall and must be an imposter, much to Jameson's disappointment. The Black Cat has helped Spider-Man get onboard using her jet ski, and the real webslinger crashes the party. The Chameleon's tricks are no match for the real thing, but Beck throws out a smoke bomb and he and his boss head outside where Mason is waiting for them. Mason unleashes a remote drone to hold Spider-Man at bay while the Chameleon gets to his escape boat, but the Black Cat takes out the two henchmen. Spider-Man latches on to the escape boat and skis after him. Thanks to his new suit, Spider-Man is able to board the escape boat where the Chameleon reveals his final trick: strength-enhancing electro gauntlets. However, Spider-Man defeats him, short-circuiting the gauntlets.
Afterward, Stacy apologizes to Spider-Man while Jameson is forced to ordered a buried retraction. Stacy wonders who does have the alien substance and Spider-Man refuses to tell him, deciding to keep it so he can fight villains more effectively. They then realize that the Chameleon has slipped away disguised as a policeman, leaving his two henchmen behind.
Spider-Man meets with Black Cat to thank her and ask why she helped him. She kisses him as a distraction… while she pockets the stolen cats' head necklace.
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