Electro attempts to gain control of New York by robbing the city of it's electrical power. In order to accomplish his scheme, he must gather together the components needed for the completion of his Ultra- Transformer, a machine that will enable him to harness an immense amount of electricity and channel it at will. He transports ‘Videoman' out of an arcade game and instructs the creature to steal the necessary materials. Videoman materializes at a local arcade and attacks Flash Thompson. Angelica, hearing the commotion, arrives at the scene to offer her assistance. A double misfortune occurs when Flash inadvertently discovers that she is in fact Firestar moments before Videoman traps him inside a computer game. Having managed to escape, Firestar enlists the aid of Spider-Man and Iceman. Peter soon reaches the conclusion that Electro is ultimately responsible and the trio set out to bring the villain to justice. During Videoman's subsequent raids, both Iceman and Firestar are incarcerated inside a computer game where they are forced to pit their wits against deadly computer graphics. Meanwhile Spider-Man locates Electro's lair and arrives just in time to witness the villain activate his transformer. A struggle ensues and Spidey defeats both Videoman and Electro before releasing Iceman, Firestar and Flash from the computer system. Flash suffers from partial amnesia, hence Angelica's secret identity is safe.