At night, Spider-Man helps the police catch a cat burglar. When he is put in jail, he ends up as a cellmate of the Chameleon. He tells the Chameleon of how he is related to the man partly responsible for a lot of the inmates being imprisoned in the first place. The Chameleon is told of how, when Spider-Man first appeared, all he wanted was fame and fortune, but after his cousin murdered Ben Parker, Spider-Man turned into a crime fighter. The Chameleon remembers how Peter Parker always gets the best pictures of Spider-Man and decides to visit May Parker to find a way of trapping Spider-Man. He and his partner Colleen trick May into seeing what she believes to be a vision of Ben (in reality, the Chameleon in disguise). May is fooled into visiting a medium called Mentarr (really the Chameleon), so that she can contact Ben's spirit. The Chameleon gets May to believe that Ben's spirit can only rest when Spider-Man has been made helpless and turned over to Mentarr. He gives May an amulet that gives out a hypnotic gas, and she asks Peter if he can set up a meeting between her and Spider-Man. As Spidey helps Aunt May around the house, she tries several times to incapacitate him, but to no avail. It isn't long before he realizes that something is wrong with May, and Spidey ends up having to deal with his manipulated Aunt, as well as the villainous Chameleon.

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The Avengers have a cameo appearance as cartoon characters on TV. Appearing are: the Scarlet Witch, Captain America, Iron Man, Thor and Vision.

- Spider-Man's belt light "spider-signal" from the comics appears.