The Sandman discovers that Spider-Man and Peter Parker is the same person, and threatens to reveal Peter's alter-ego to the entire world if Spider-Man was to try and stop him. Peter decides that he can't help Iceman and Firestar bring The Sandman to justice, otherwise his whole life will be flipped upside-down. Since Iceman and Firestar haven't had any past experience with The Sandman, they can't anticipate his attacks like Spider-Man can, so they are easily defeated.
While at an ESU dance, Angelica falls for an attractive, young man. Unbeknownst to Angelica, the man is really Count Dracula! Dracula hypnotizes Angelica, and then he takes her on a plane ride to Transylvania, where she is to be his queen. Peter and Bobby see him while he's hypnotizing her, so they stow away on a plane going near Transylvania, and then change its destination so they can save Angelica.
A video game nerd at ESU is hooked on "Video Man," much like Flash was in "Video Man." An electrical storm causes him to gain the ability to turn himself into Video Man. He decides to use his powers to make him a superhero, but interferes with the Spider-Friend's rescue attempt of a lady who was kidnapped by a villain. They tell him to stay out of the superhero business, but he doesn't listen, and becomes a reoccurring annoyance to the Spider-Friends.
A brilliant, yet not-so-rich scientist needs funding for his research, so he studies Spider-Man. He concludes that Spider-Man must have gotten his powers from a poisonous spider. He then gets the blood from the same poisonous Spider, and injects its blood into his blood, which works, and gives him all of Spider-Man's powers. The scientist, then, makes web-shooters, just like Spider-Man's, and begins robbing banks. It all works like a charm for him, but messes up the real Spider-Man's life, who is being accused of robbing banks. What's worse is that the fake Spider-Man attacked Firestar and Iceman, so even they don't believe the real Spider-Man.
The origin of the Spider-Friends is featured. It shows how Peter Parker meets Angelica and Bobby (whom had already known each other), and how they became a superhero team. This episode also features the origin of the Spider-Friends lab / H.Q.
Doc Ock tries to hi-jack a space shuttle from the future filled with siblings.
An old boyfriend of Firestar's wreaks havoc in Professor Xavier's mansion while the Spider-Friends and the X-Men are practicing in the practice chamber. He develops the power to shape-shift, and uses this ability to trick people into falling for his traps.
The Spider-Friends aid S.H.I.E.L.D. in their quest to capture a mutant named "Lightwave."