Many years ago, after Gwen Stacy's death, Peter Parker has been accepted as a college intern for a research program started by Reed Richards. Richards shows him and the other intern a new invention he developed called the gravity localizer, which makes people more attractive at several points. After the day is over, the other intern reveals her true intentions, to spy on Reed for the Red Ghost!

Later on, Johnny Storm teaches Spider-Man how to drive the Spider-Car, but when they attempt to persue Stilt-Man, they get stuck in traffic. In order to fix this situation, they steal the gravity localizer and install it into the spider-car. With gravity no longer a problem, Spider-Man and Human Torch joyride through the city until Red Ghost intervenes to steal the gravity localizer. However, Spider-Man manages to save the day with some fruit-pies.