KINGPIN (Michael Clarke Duncan) tricks SPIDER-MAN (Neil Patrick Harris) into stealing a microchip. SPIDEY’S trouble with KINGPIN and the FBI, delays PETER PARKER'S plan to see MJ (Lisa Loeb) perform.
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Wealthy collector RICHARD DAMIEN (John C. McGinley) hires martial artist SHIKATA (Gina Gershon) to capture SPIDER-MAN (Neil Patrick Harris). MJ (Lisa Loeb) shows up to help SPIDEY in his battle.
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SPIDER-MAN (Neil Patrick Harris) is hypnotized by the mental powers of the GAINES TWINS. After SPIDEY is tricked into harming INDY (Angelle Brooks) he throws away his suit and contemplates his future.
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SPIDER-MAN (Neil Patrick Harris) faces the GAINES TWINS (Kathy Griffin and Jeremy Piven), while PTERODAX and SILVER SABLE escape from prison. The mysterious FRANK ELSON (Stan Lee) meets PETER PARKER.
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DR. ZELLNER tries out his new smart drug on students at the university. This leads to a cunning robbery by JACK and MACK (David DeLouise) and dangerous side effects for FLASH THOMPSON (Devon Sawa).
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