New Year's Eve. Dr. Octopus, who hid in Dr. Osborne's lab, finally pits his master plan in action. He hacks in by satellite to most computers in the city. He kidnaps Gwen to blackmail her dad, police captain George Stacy, into handing him the top-secret national network access codes. Spider-man must liberate her from the monsters' layer before the captain hands Dr. Octopus virtual world control.

Cast: Josh Keaton, Thom Adcox-Hernandez, Clancy Brown, Lacey Chabert, Grey DeLisle, Robert Englund, Bill Fagerbakke, Crispin Freeman, Joshua LeBar, Peter MacNicol, Vanessa Marshall, Alan Rachins, Deborah Strang, Alanna Ubach, Greg Weisman