Mysterio forces a movie director to con Spider-Man into starring in a movie. Bruce Banner appears and ends up turning into the Hulk when it came to a part where Mysterio uses a robot version of Hulk in a scene.
"The Vengeance of Loki!"
Loki masquerades as his half-brother, Thor, and attacks New York City.
The Red Skull kidnaps Hiawatha Smith and the Spider-Friends so that they will not interfere in his plot to start World War III. (This episode is typically not part of any syndicated package due to its direct depictions of Adolf Hitler, the Nazi swastika, and the use of the phrase 'Heil Hitler'.)
NOTE: This season features the origins of all three Spider-Friends.
"The Origin of The Iceman"
Videoman returns, and Iceman retells his origin as he fears he is losing his mutant powers.
"Along Came Spidey"
Shocker injures Aunt May, and Spider-Man recounts how he acquired his powers.
"A Fire-Star Is Born"
Iceman and Firestar attend an X-Men reunion featuring Cyclops, Angel, and its latest members Storm and Wolverine (who oddly speaks with an Australian accent). Firestar recalls her origins (cameos by Magneto and a Sentinel). After that, the Juggernaut crashes the party in an effort to destroy his stepbrother Professor X.
The Sandman learns that Peter Parker is Spider-Man.
"The Bride of Dracula!"
Firestar is kidnapped by Dracula. Spider-Man and Iceman go to Transylvania to rescue her, fighting both Wolfman and the Frankenstein monster.
"The Education of a Superhero"
Videoman merges with a game addict, who decides to be a superhero while the Gamesman seeks world domination by electronically hypnotizing the public.
"Attack of the Arachnoid"
After the Spider-Friends thwart the Scorpion, a mad scientist named Dr. Zoltan Amadeus recreates Spider-Man's powers. He frames Spider-Man for a crime (Matt Murdock guest stars as Spider-Man's lawyer). When Spider-Man ends up on Ryker's Island, the Scorpion stages a jailbreak to take out Spider-Man. When Dr. Zoltan mutates into a half-spider monster, Iceman and Firestar must stop him and clear Spider-Man's name
The Spider-Friends visit the X-Mansion, teaming with the X-Men (Cyclops, Colossus, Storm, Nightcrawler, Thunderbird, Sprite, and Professor X) and battle an old friend of Firestar in Cyberiad (formerly Nathan Price, made into a Tharok-like cyborg in an accident caused by A.I.M.).
"Mission: Save the GuardStar"
Buzz Mason of S.H.I.E.L.D. hires the Spider-Friends to stop a mutant named Lightwave, who has the power to control and manipulate light energy. She turns out to be Iceman's half-sister, Aurora Dante (who was not mentioned in "The Origin of Ice Man"). Though it is said that she has turned traitor and is targeting the GuardStar satellite, someone is actually mind-controlling her.