The episode opens with two subway repairmen in conversation. They are then attacked by an oversized lizard and one of them is kidnapped. Thus, Daily Bugle reports show mysterious disappearances throughout Manhattan and rumours of a giant lizard. Publisher J. Jonah Jameson (Edward Asner) subsequently offers a $1000 bonus to any photographer who can capture an image of the beast. Pooh and his compadres, along with the reporter Peter Parker (Christopher Daniel Barnes), despite originally considering the lizard rumours to be a hoax, plan to claim the reward in order to help pay off some of his Aunt May (Linda Gary)'s large debts. Peter and the others subsequently make their way to interview his science professor, Dr. Curt Connors (Joseph Campanella), a scientist in which works with reptiles. Whilst paying him a visit, he and fellow science student Debra Whitman (Liz Georges) witness the lizard in their teachers' laboratory. Peter then recalls an experiment he and Dr. Connors worked on which associated with the ability to re-grow mammal limbs using reptilian DNA. Peter furthermore suspects that his science professor is the Lizard. After a confrontation with the beast as The Amazing Spider-Man (his alter-ego), they confirm this prediction when Curt's wife, Margaret, informs him that her husband was transformed whilst attempting to use his scientific technology to re-grow his arm in which he lost during war. Peter's rival Eddie Brock (Hank Azaria) eavesdrops on this conversation, leading to Spider-Man webbing him to a lamppost in order to prevent him from revealing the Lizard's identity to the Bugle. Dr. Connors then kidnaps his wife and takes her down into the sewer. He reveals his plan to use the Neogenic Recombinator to transform people of the city into creatures resembling himself. Spider-Man, Pooh and his friends save him from his condition, however, after firing him with the equipment. Once back at the Daily Bugle, Peter successfully claims the reward and gives the money to his aunt, whilst Eddie Brock is unable to prove the Dr. Connors is the Lizard.