When Peter arrives for a date with Felicia Hardy, she is kidnapped by corrupt scientist Doctor Octopus, in order to force her mother to provide him with ransom money in which she promised to fund his experiments. Complicating things, Peter recognizes the madman as Otto Octavius, his favorite science mentor from his childhood days.

Osborn, still with the Goblin in control, tries to use the time dilation accelerator to find out Spider-Man’s secret identity. This leads to a fateful confrontation between Spider-Man and the Goblin that will change Peter’s life forever.

While developing a new gas for Kingpin to use as a weapon, a mistake triggers an explosion and Osborn disappears in the chaos. A new villain, the Green Goblin, appears and kidnaps all of Osborn’s enemies. Felicia later meets with Spider-Man, tells him that she is in love with him, and passionately kisses him.