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Archaeologists discover the Tablet of Time in an ancient pyramid in a jungle in an unknown part of the world. The tablet will be studied at Empire State University under Dr Curt Connors, who believes that the artifact may hold the ability to grant eternal life. The news broadcast of the tablet attracts the attention of the likes of the Kingpin and Silvermane, who makes arrangements to retrieve the tablet by having it stolen. Silvermane sends Hammerhead and a group of thugs to steal as it is shipped into New York. Spider-Man counters the attack but is headbutted overboard by Hammerhead into a fish machine, where he luckily manages to escape from being shredded to pieces.

Back at Silvermane's empire, the crime lord berates Hammerhead for his failure, despite his insistence that it was Spider-Man's fault that they didn't retrieve the tablet. Silvermane tells him that he is hiring someone else. While the Kingpin is having dinner with his wife, Hammerhead visits and tells the Kingpin that he wants to work for him because of how Silvermane condemned him. Kingpin agrees to put him on trial. He then calls Alistair Smythe and tells him to finish his new project, a new robot called the Mega-Slayer, and to use it to retrieve the Tablet of Time.

Meanwhile, Dr. Connors has the Tablet in the lab at E.S.U. Spider-Man is there, as Dr. Connors tells him that it can possibly cure him completely of his mutation. As Dr. Connors prepares to perform the experiment on Spider-Man, Smythe's Mega-Slayer crashes through the building, and steals the tablet. Spider-Man tries to stop him, and as Smythe is about to have the robot destroy Spider-Man, he is pressurized by the Kingpin to deliver the tablet as quickly as possible, so the robot sets off. When he returns with the tablet, he realizes that he must acquire Doctor Connors in order to control the tablet. As Peter, Spider-Man goes back to the university to see if Doc Connors is okay, and bumps into Alisa Silvermane there who asks him out on a date, to which he agrees.

The Mega-Slayer sets out to kidnap Doctor Connors, but it is attacked by Spider-Man when it crashes through the doc's home. As a result of the stress Curt transforms into the Lizard, causing Smythe to become confused as Connors appears to be gone, so he kidnaps Margaret instead. Smythe tells Spider-Man to bring Connors to the top of the Empire State Building in six hours. At the same time, Silvermane's new recruit, Tombstone, prepares to retrieve the Tablet from the Kingpin. He kidnaps Vanessa Fisk to bribe the Kingpin into handing over the Tablet. After doing this, Tombstone goes to kidnap Connors at E.S.U. after Spider-Man has him transformed back into human form. Spider-Man and Tombstone fight.

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