The Scarecrow and the Chameleon have escaped from the Ravencroft Asylum and are loose on the streets of Manhattan! Spider-Man uses his spider-sense to track down the rampaging villains. The web-slinger battles the super criminals under a veil of moonlit darkness, Spider-Man must use his incredible spider-powers to take down the villains. Spidey's uncanny spider-sense stops the Chameleon's shape-changing powers from fooling him and the webbed hero uses a spider-strength punch to know out the master spy. Then Spidey uses his wondrous web-shooters to web up the Scarecrow and his flock of killer crows. Spidey ends his nightly patrol of the city by bringing the criminals back to their cells where they belong.