Competition

As Norman Osborn and Hammerhead have Otto Octavius turn Flint Marko into the Sandman, Spectacular Spider-Man and the Human Torch meet in a superhero showdown. But when the Sandman shows, up, too, they must join forces to stop him. As the Big Man and Norman Osborn order Otto Octavius to turn Flint Marko into the Sandman at Flash Thompson's birthday party, Harry shows up with celebrity guest Johnny Storm, alias the Human Torch. Johnny's the life of the party, and Harry's relegated to the sidelines with wallflowers Peter and Gwen. But when Peter slips away and returns as Spectacular Spider-Man, the two young superheroes exchange insults and are soon locked in battle- until Sandman's arrival forces them to team up to stop him.

Peter Parker/Spider-Man, Harry Osborn, Flint Marko/Sandman, Hammerhead, Dr. Otto Octavius, Norman Osborn, Alex O'Hirn, Flash Thompson, Gwen Stacy, Kenny "King" Kong, Randy Robertson, Coach Smith, Aunt May Parker, Gloria Grant, Liz Allan, Stan Carter

Based on the Marvel Comics classic, this new animated series focuses on the education of Peter Parker as he encounters his greatest villains, falls for his greatest loves, and faces his most dire crises, all with lots of exciting Spider-Man action. The series begins four months after a spider bite left 16-year-old Peter Parker with the superpowers that have transformed him into Spectacular Spider-Man. Still upset over the death of his uncle Ben, Peter has been working through his grief by spending the entire summer vacation taking down everyday criminals. While he revels in battling muggers, thieves and carjackers, it hasn't been much of a challenge for Peter. And while it's all been fun and fulfulling, his life as a superhero undergoes a profound change once he goes toe-to-toe with his first real supervillain, the Vulture. Over 13 episodes, Peter faces a collection of rogues, such as the Lizard, Green Goblin, Kingpin and Venom, who all want to "teach that Spectacular Spider-Man a lesson!" In addition to such familiar locations as Peter's home in Forest Hills, Midtown Manhattan Magnet High School, the E.S.U. Laboratory and the Daily Bugle, the series features a host of classic Spider-Man characters, including May Parker, Dr. Otto Octavius, Harry Osborn, Gwen Stacy, Flash Thompson, Dr. Curtis Connors, Mary Jane Watson, Betty Brant, Eddie Brock and J. Jonah Jameson. As he does his best to balance the many pressures of life as a high school student with those of an emerging crime-fighter, Peter learns about love, life, family, friendship, and what it takes to translate great power to great responsibility - all in a way that young audiences can readily relate to. It's a hero's journey that has Peter growing up as he battles the forces of evil.

Working title of series: "The Amazing Spider-Man."