- Swarm (First and only known appearance)
- Flash Thompson
- Professor Wells (First appearance)
A meteor falls and releases a strange being that begins using bees to form his physical appearance. This creature, relentlessly calling himself "Swarm," creates a giant beehive to house the meteor which radiates his power. Swarm begins zapping people with his eyes, turning them into Bee-people and making them his personal drones. The Spider-Friends show up to stop him, but Swarm uses his blue peepers to zap the gang also. Due to the radiation in his blood stream, the zap has no effect on Spidey, but Iceman and Firestar don't fare so well. Spidey leads the two, now Bee-people, into a lead lined room to break the radiation effect and transform them back to normal. The team then heads back to the hive disguised as Bee-people. They grab the meteor, run with it to the ESU science lab, and use a rocket to send it into space. Without the source of his power, Swarm disappears and everyone returns to normal.
DANGLING PLOT LINE: Did Angelica really go to the Fraternity Hoe-down with Flash Thompson?!?
- Storyboards artist, Larry Houston, wrote the original draft for Swarm. Since Larry had never written for animation before, the story editor didn't think the studio would be able to sell it to the network, so the story editor rewrote it. Larry did make it clear though, that the constant droning of "Swarm" throughout the episode was never part of his initial draft.