Spider-Man tells Felicia that he can’t have a girlfriend. She understands this, but wants Spider-Man to know how she feels about him. Meanwhile, Jackson Weele leads a gang of thieves armed with jet-pack technology. Weele has developed a large gyro-wheel in which he uses to plunge through the city. Peter wants to ask Felicia to a date, but she refuses because she is in love with Spider-Man. Robert Farrell tries to help his ailing mother by using science and the gang’s technology to arm himself as the Rocket Racer.