Synopsis
Spider-Man begins fighting the mysterious Brainwasher, who is targeting government officials in the Gloom Room A-Go-Go to control the government.
Heading to visit a hospitalized Aunt May, the police attempt to apprehend Spider-Man but escapes. Dressed in his public attire and heads to Aunt May's room where the doctor tells him that he's a missing person. To remedy this, Peter goes claims to police that Spider-Man had amnesia and was manipulated by Doctor Octopus, taking Peter hostage after catching him taking pictures and freed him when his memory returned-- a partial truth of the real situation. Reunited with Gwen and friends, they decide to visit a night club Mary Jane works at as a go-go dancer. However, the club is a criminal front where a Dr. Winkler's brainwashing techniques are being utilized to further a criminal organization and they gifted Mary Jane a special camera that briefly enthralls people so that they go backstage to be brainwashed. When Captain George Stacy is one such victim, Gwen begins worrying about him when he doesn't return from getting fresh air. A suspicious Peter decides to go look for him as Spider-Man, catching Winkler backstage in the process of brainwashing George Stacy, but is caught himself grabbed by Winkler's employer: The Kingpin.
Their fight ends with Spidey being thrown into one of the machines, the resulting jolt hurting him well enough to flee, and George Stacy is let go once the brainwashing is completed. He meets up with Gwen and Harry, Mary Jane telling them about Spider-Man's appearance at the club, and George alleviates any concern. When Peter later confronts George, Stacy attacking him forces Peter to defend himself before Gwen walks in, George accusing Peter of instigating the assault, and with Gwen refusing to hear Peter out demands he leaves. When George is alone again, he calls the Kingpin to warn him Parker knows the truth, so The Kingpin then sends some men after Peter. Although they only find Harry at home and instead wreck Peter and Harry's apartment, leading a fed up Peter to decide to trail George Stacy as Spider-Man and learn Kingpin's scheme. Spider-Man photographs Stacy going into police headquarters and trying to steal top secret documents, but is cold-clocked by Captain Stacy before his escape, leaving Peter in a moral dilemma proving his stealing the documents. Choosing to sell the photos over to the Daily Bugle, Gwen is shocked to find the story on the front page, and that Peter was the one who took the pictures.
When Gwen confronts her father about his involvement in the attempted theft of top secret plans, his brainwashing wears off and he tells her the truth. With George wanted by the police and hunted by the Kingpin's men, they attempt fleeing the city. Considering their being targeted by the Kingpin's men, Peter comes to their rescue but arrives to find their home full of the Kingpin's goons. Spider-Man defeats them only to find they too were brainwashed and had no information related to Kingpin. Elsewhere, Harry drives Mary Jane to the club only for them to find it abruptly closed, while Harry's father Norman is slowly regaining memories of his being the Green Goblin when he sees advertisements for a Goblin documentary. Later, Norman yells at Dr. Winkler at the lab for circumventing him to get equipment, unaware that Kingpin in his lab. After Osborn leaves, Kingpin demands the death of the Stacys and Peter Parker, the only people that can incriminate him. Peter develops a specialized gas masks to protect against Kingpin's traps, searching for any clue to his hide out, his men catching Gwen and George at the airport to take them to Osborn Industries. Readying to kill George and Gwen via giant vat of boiling hot chemicals, they're interrupted by Norman and Spider-Man's arrival fighting off Kingpin and his goons, while Winkler is killed and Kingpin escapes. Spider-Man saves Gwen and George and the real story is later made public with Osborn's corroboration, clearing George Stacy's name of any wrong doing.