Spider-Man has been witnessed committing a robbery of the Midtown Museum. Mysterio phones J. Jonah Jameson and makes a deal to defeat and expose Spider-Man in exchange for a large sum of cash. He fights Spider-Man on a bridge. Spider-Man is unable to beat him and dives from the bridge to escape. He finally tracks Mysterio to a film set and records Mysterio's confession that he robbed the museum disguised as Spider-Man. He then beats Mysterio.
The Vulture uses a sonic device in his head mask to control an army of vultures. After the Vulture beats Spider-Man, he holds the city for a $2,000,000 ransom and J. Jonah Jameson blames Spider-Man. Spider-Man takes the ransom to the Vulture and uses this opportunity to sabotage the Vulture's device so the vultures attack him, then returns the ransom.
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Dr Stillwell creates the Scorpion on J. Jonah Jameson's behalf to capture Spider-Man. The Scorpion attacks Spider-Man, who escapes. However, the Scorpion's evil nature takes over as his strength increases which causes him to go after Jameson, but Spider-Man captures him and the Scorpion is arrested. He breaks out of prison and goes after Jameson again while Spider-Man is searching for him, but Spider-Man arrives in time to fight the Scorpion, who is webbed up and imprisoned again.
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