Spider-Man starts college! But before he does, the web-slinger must track down some crooks who have recently acquired nuclear cargo. With Aunt May ill at home, and Peter's personal life in disarray, will Spider-Man be able to tackle freshman year and a new villain by the name of Master Planner?

Spider-Man has to stop an organization trying to steal materials for building nuclear weapons. Unfortunately he is distracted by his Aunt May falling Ill. This also keeps him from making friends at college even though a beautiful blonde by the name of Gwen Stacey has shown an interest in him.