Professor Conroy invents a spy detecting device and the Spyder Man overhears this and is determined to posses it. As Buzz and Professor Conroy head back to the lab, they are ambushed by Spyder Man. Professor Conroy tells Buzz to escape while he delays the Spyder Man in order for Buzz to activate Frankenstein Jr. Buzz takes off in the rocket seat as Spyder Man captures his dad.
Buzz runs out of gas and falls and the seat gets caught on a limb. Buzz sends out a signal to activate Frankie. Frankie shows up in the nick of time to save Buzz just as he is about to hit the ground.
Frankie and Buzz head to Spyder Man's lair and are greeted by a group of giant mechanical spiders. Frankie makes short work of them and Spyder Man tries to get away and hide in the top secret lab using the Conroy's car. Frankie and Buzz stop him just before he can get in, but he smashes their car. Frankie flies the Conroys home on his back in their smashed up car.