When the Sinister Six escape from prison with plans to take down Spider-Man, they nearly succeed. But Peter wakes up with no memory of the battle.

As Christmas approaches, the Sinister Six reconstitutes with Sandman, Rhino, Vulture, Electro and new members Mysterio and Kraven.

After alien spores infect John Jameson -- increasing his size, strength and mass -- his dad persuades him to become a superhero to capture Spider-Man.