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.
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