 Peter Parker, a none too hip cat, is bitten by a radioactive spider and given amazing powers. Meanwhile, a bad guy in a penthouse uses hypno-movies to make everyday people his willing criminals. Peter soon dawns a home made Spider-man costume and ends up knocking heads with the bad guy, or more specifically - his samurais! Our hero nearly dies after exposure to the hypno-movies and comes a knocking on the bad guy s front door.