Peter is accepted into Horizon High: a school for geniuses, where his best friend Harry Osborn was just suspended. Peter makes his debut as Spider-Man and must battle the Vulture.

Spider-Man must work to stop the Scorpion from wreaking havoc at the museum.

Norman Osborn creates the Osborn Academy for Geniuses as a way of saving his son, Harry, the embarrassment of being suspended from Horizon High.