While a gang of jet-pack wearing thieves run by Jackson Weele, an ex-pilot in a rampaging gyro-wheel plunder the city, Peter tries to deal with his alter-ego giving him competition with Felicia. Meanwhile, a good kid with a criminal record, Robert Farrell, tries to help his ailing mother by using his science-savvy and the gang's technology to arm himself as The Rocket Racer. Will the Rocket Racer return to his criminal past, or will he be an ally to Spidey? While Spidey's fighting crime, the mysterious "Jason Phillips" starts to make moves on Felicia...