Peter Parker starts searching his house for the Spider-Man costume Aunt May took from him but has no luck.
Meanwhile the Green Goblin and the Crime-Master are meeting at the waterfront. The Crime-Master is breaking up an alliance he had made with the Goblin during which both men revealed their identities to each other. Angered by the Crime-Master's double cross the Goblin flies off vowing that the Crime-Master hasn't seen the last of him. The Crime-Master then goes on a rampage, attacking all the local mob bosses in New York building himself a reputation.
Back at the Parker home Peter tries to ask Aunt May what she did with his costume but can't get her to talk. He then leaves for the Bugle where he gets into a fight with Betty Brant over their relationship. J. Jonah Jameson breaks them up and sends Peter out of the office. Before he leaves Peter slips a spider tracer in Frederick Foswell's hat.
Already in a bad mood after arguing with Betty, Peter is finally pushed over the edge at school when he takes a swing at Flash Thompson after Flash once again taunts him. A small scuffle ensues until Liz Allan breaks them up and Peter comes to his senses. Upset at the way both Peter and Flash behaved Liz runs off and Principal Davis, having seen what transpired asks to see Peter in his office thinking he started the fight. In the principal's office Peter takes full responsibility for what happened which surprises Flash to the point where he explains to the principal afterword that it was he who provoked Peter.
Peter finally finds a new Spider-Man suit at a local costume shop. As he begins leaping through the air as Spider-Man however the costume starts to fall apart and he is forced to web it back together. Spider-Man tracks down the signal from his tracer to Foswell's apartment but Foswell is not there. The Crime-Master having just arrived at Foswell's apartment attempts to assassinate Spider-Man. Spider-Man quickly leaps out of Foswell's apartment and begins battling the Crime-Master. The battle tips in the Crime-Master's favor when he hits Spider-Man with a dose of gas. With the Webslinger unable to breathe the Crime-Master knocks him off the roof. The falling Spider-Man is forced to take off his mask to breathe but fortunately is out of the Crime-Master's eyesight. He then swings himself to safety. Suspecting that Foswell could be the Crime-Master Spider-Man swings over to the Bugle but Foswell isn't there. Swinging back to Foswell's apartment Spider-Man discovers a map with a small section of the waterfront marked off and decides to visit there next.
All the mob bosses agree to accept the Crime-Master's invitation and meet him at the waterfront. Having learned this information a stool pigeon named Patch tips off the police. The Green Goblin once again confronts the Crime-Master and offers him one last chance to renew their alliance. The Crime-Master refuses and begins to fight the Goblin who quickly retreats thinking of a new plan to take down the Crime-Master.
Spider-Man making his way around the waterfront is ambushed and knocked out by the Green Goblin.
The Crime-Master finally arrives at his meeting and announces to all the mob bosses that he is the new kingpin of crime. But the Green Goblin quickly crashes the meeting carrying Spider-Man's unconscious body.