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.

Peter, Gwen, and Miles go to the beach to build a sandcastle. But Sandman shows up and builds a sandcastle too. Just then, Hydro-Man up shows as well to enjoy his day at the beach. The villains then argue over the beach, which causes Peter, Gwen, and Miles to hear them. They suit up as Team Spidey. Sandman and Hydro-Man make this into a contest about whoever causes the most trouble. Whenever Team Spidey catches them, they keep disappearing to every different place to start the contest. It's up to Team Spidey to stop those baddies made of sand and water before they destroy New York. Spidey tricks them into getting together to make it a big mess which causes to Sandman to be soaked and Hydro-Man be covered in sand. They both agree to share the beach and play nicely after getting washed. As soon as Peter, Gwen, and Miles finish building their sandcastle, Sandman and Hydro-Man get into another argument about what their sandcastle needs more stuff. Then the kids suit up as Team Spidey again to settle the issue as the episode ends.