Episode 1
Norman Osborne's plane crashes, causing him to change once again into the Green Goblin. He decides his new evil plan will be to pollute the resevoir with the same formula used to create him, thereby making an entire city of goblins.
Episode 2
Kraven the Hunter captures Firestar and attempts to unleash a Dinosaur Army.
Episode 3
Dr. Doom unwittingly enables an old man with powers which he uses to his bidding.
Episode 4
The team meets the Japanese superhero and battles his evil uncle's fire monster.
Episode 5
When a meteor crashes to Earth mutating the inhabitants of a nearby bee hive, the result is Swarm. A living creature composed entirely of the bodies of thousands of bees, he is bent on turning Earth's entire population into humanoid bees.
Episode 6
Captain America, Shanna the She-Devil, Namor the Sub-Mariner, Dr. Strange, and the Spider Friends face off against The Chameleon on Wolf Island.
Episode 7
Electro creates a super-villian named Video Man from an arcade game to undo the Spider-Friends.
Episode 8
Magneto holds a prison island hostage and will throw off the Earth's gravitational hold until the prison agrees with Magneto to release the Brotherhood of Evil Mutants even though the Spider-Friends are also his hostage.
Episode 9
When unfortunate accidents stop movie-maker Sam Blockbuster from completing his Spider-Man movie, Mysterio is revealed as the source of all the previous mishaps during shooting. Mysterio blackmails Blockbuster into hiring the real Spider-Man to star in his own movie.
Episode 10
The Spider-Friends team up with Thor to stop Loki and his latest plot to destroy New York City with a defrosted Viking ship and the Viking that came with it.
Episode 11
The Spider-Friends and the Black Knight follow the evil sorcerer Mordred to the Land of Shades.
Episode 12
Dr. Faustus and The Kingpin use "Psycho-Disks" in order to mind control Captain America and Iceman into doing the Kingpin's bidding.
Episode 13
The Red Skull captures the Spider-Friends and Hiawatha Smith while trying to start World War 3.
