A woman named Monica video taped a successful fight between the Spider-Friends and The Scorpion. Zoltan Amadaeus is collecting data on Spider-Man and plans to retain the powers of Spider-Man and use them for his own gain and framing the real Spider-Man. But problem's arise when the Zoltan's powers change him into a half man/half spider creature called The Arachnoid.

• Steve Ditko
• Stan Lee

• Stan Lee
• Dan Gilvezan
• Frank Welker