The Scorpion escapes from prison, wanting revenge against Spider-Man and J. Jonah Jameson. When he breaks into Dr. Stillwell's lab to find a way to increase his power, the Scorpion drinks a formula that turns him into a giant and sends him on a rampage across the city.The Human Flies are put on parole and continue a string of thefts across the city, all while framing Spider-Man for their crimes.

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