 At school, Peter finds himself in competition with the local football jock - Roy Robinson - for the attention of the most attractive girls. Roy is not only a talented football player, but his dad is a brilliant scientist who had created an invisibility chemical for the government, and is extremely wealthy. Peter attempts to get on the football team but is rebuffed, and reluctantly takes on a job as a water boy in hopes of making it as a replacement player. Unfortunately for him, other forces want the invisibility chemical - a psychopathic mastermind known as the Skymaster, who travels over New York in a zeppelin hidden behind artificial clouds. In the middle of the night, the Skymaster kidnaps Roy Robinson from his home and tries to extort the formula from Robinson s dad, using Roy as bait. Roy does not show up at practice the next day, and Peter overhears the conversation between the coach, Roy s dad, and the police officer investigating the kidnapping. Realizing how much is at stake, Peter changes into Spidey to hunt down the Skymaster and rescue Roy. Soon he finds the Skymaster - hidden behind artificial clouds - and breaks into the zeppelin. The Skymaster & his men are stunned to find  the webbed meddler  on their turf, and even as the formula comes in by radio Spidey overpowers the Skymaster s men. Despite the warnings of his crew, the Skymaster fires a gun at Spidey, who ducks, and the ray from the gun hits the zeppelin s controls, starting a fire & sending the airship out of control. Spidey & Roy must escape the burning airship and make back to the school for the game...but will they?