Spiderman is really beginning to worry about his growing mutation. So, in order to seek a cure, Spiderman heads to the Xavier mansion and encounters the X-men. Spiderman tells Xavier his plight, but Professor X tells Spiderman that he can't cure him. Spiderman leaves the mansion with a lot of anger, but Beast tells Spiderman about Herbert Landon, who is working on a cure for mutants. When the two finish talking, Landon's men capture Beast. While Peter is watching Landon's demonstration, Hobgoblin attacks the facility and attempts to bring the house down. Spiderman tries to keep the ceiling up, but is unable to do so. A mysterious force holds the ceiling in place long enough for Spiderman to get away. Meanwhile, Wolverine is starting to worry about a missing Beast and finds out that Beast was talking to Spiderman before he disappeared. So, Wolverine seeks out to find Spiderman. Later on, Beast finds out that it was not Landon's intention to cure mutants, but to destroy them, and Beast was going to be the first to test out the formula. When Spiderman goes to the Landon's facility, he finds the Hobgoblin and just Spiderman gets the upper hand, Wolverine ambushes him. The episode concludes with Spiderman and Wolverine fighting while Hobgoblin observes.