A woman named Monica videotaped a successful fight between the Spider-Friends and The Scorpion, and a chemical scientist named Zoltan Amadeus is collecting data on Spider-Man and plans to retain the powers of Spider-Man and use them for his own financial gain and framing the real Spider-Man, but problems arise when Zoltan's powers change him into a half man/half spider creature called The Arachnoid.
Guest Cast

Hans Conried
voices Various
Alan Young
voices Various
Jerry Dexter
voices Various
Shepard Menkin
voices Various
Johnny Haymer
voices Various
Anne Lockhart
voices Various
Walker Edmiston
voices VariousCast Appearances

Frank Welker
voices Bobby Drake / Iceman
Ron Feinberg
voices AnnouncerEpisode Discussion
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