Dr. Fly (Luis Avalos), a mutated half-human, half-fly plans to turn the world's inhabitants into the same type of mutant. He disguises himself as a vendor to distribute hot dogs laced with a formula of fleas, flies and other insects. Spidey saves a customer (Jim Boyd) from eating a tainted hot dog and traps Dr. Fly in his web, but gets a ticket from a police officer (Morgan Freeman) for operating Dr. Fly's pushcart without a license.