Spidey and Ghost-Spider are swinging by around the city. Until a cat knocks a garbage can which causes a truck filled with barrels to roll around the city including a cafe. Luckily, Captain America on his motorcycle arrives in time to help them. Captain America tells Spidey and Ghosty he's added new surprises. Just then, they found out one of the barrels broke part of his bike. They go to WEB-Quarters to fix his motorcycle while he helps the truck driver put the barrels back on the truck. Spidey and Ghosty fixed the motorcycle and test drive it. Zola sees them and he distracts them by helping a window washer. Zola then steals Captain America's motorcycle and drives all around the city presses new buttons. As soon as he stops at the movie theater, he sees a poster that a new movie call "Motorcycle Baddies" is coming soon. It gives him an idea to dress up as a motorcycle baddie. He puts on motorcycle costume and starts joyriding. It's up to the heroes to stop Zola before he causes mayhem.

At WEB-Quarters, Gwen is rocking out with her drums causing Peter and Miles to rock out. She then gives Peter drum lessons until he gets the hang of it. WEB-STER alerts them that Doc Ock is causing trouble. It turns out she shrinks everything down to size with her resizer-izer ray. As they arrive to stop her, her invention breaks which causes the wires to come loose after it hits the ground. As soon they got back to WEB-Quarters, Spidey gets his pliers from his bedroom while Ghosty and Spin fix Doc Ock's resizer-izer. When they get inside, Doc Ock's invention goes haywire which causes WEB-Quarters to shrink down to the size of a ball. It starts to roll around everywhere in the city. Doc Ock overhears this, which gives her a plan to steal all of Team Spidey's stuff. Every time the resizer-izer goes haywire, WEB-Quarters it keeps shrinking which gives people to use it for other stuff. It's up to Spidey to save WEB-Quarters and his friends before Doc Ock and CAL keep it forever.

Mr. Von Carnegie presents Team Spidey to the museum's brand-new Web-Beard exhibit. Jeff the Land Shark arrives to the museum just in time to look at the exhibit and Web-Beard paintings of them. But he misses his friend Web-Beard because he disappeared many, many, years ago. Mr. Von Carnegie finds a jewel in a crate of pirate artifacts. Ghost-Spider finds Web-Beard wearing a medallion and Spidey puts it on the statue. When it happened, it causes Web-Beard to be alive and become real. Jeff is so happy that he came back to life again. The medallion turns out to be a golden curse. Then Mr. Von Carnegie puts the medallion back safely. But Rhino and Green Goblin show up to steal museum stuff. As soon as everyone sees them, Jeff jumps on Rhino causing the medallion to fall and the jewel falls off which causes Jeff to turn into a statue. Green Goblin and Rhino escape with Jeff on Green Goblin's pirate ship. It's up to Team Spidey and Web-Beard to stop the baddies and get Jeff back so they can reverse the spell.