- Magneto (Main story and flashback)
- Brotherhood of Evil Mutants (First and only known appearance)
- Mephisto (Illusion or holographic simulation)
- Psyklop (Illusion or holographic simulation)
- Annihilus (Illusion or holographic simulation)
- Zarathos (Illusion or holographic simulation)
In order to earn enough money to buy Aunt May a birthday present, the trio acquire jobs as ‘gophers’ at the nation's annual Police Chief And Wardens Convention. The Spider-Friends are called into action when Magneto appears, demanding the release of his ‘Brotherhood of Evil Mutants’ from jail. The magnetic menace then unleashes a force field, imprisoning the assembled crowd, and seizes control of the east coast's power supply. The Spider-Friends eventually escape and lure the super-villain to the Niagara power plant. There, they ensnare him between the two generators that he has been using to boost his powers. They increase the voltage and the resulting overload knocks him unconscious.
- The flashback Peter has of a previous encounter he had (as Spider-Man) with Magneto is actually a clip from the Spider-Man episode "When Magneto Speaks, People Listen".
- Peter and Bobby discuss their true feelings for Angelica in this episodes. It seems that the flame burns deep for a lovesick Peter. Strangely their relationship is never explored this deeply again in any of the second or third season episodes.
- When originally purchased by NBC, this story was "sloppy and incomprehensible." Donald F. Glut was asked to re-write it, but unfortunately had to retain the majority of the original story to appease NBC. Due to his restrictions, the show still came out as "typical Saturday morning fare."