Peter and Gwen help out Millicent McKeen at her Bookmobile, but after Zola steals the Bookmobile with Millicent still inside, they must save her. / At the museum, Mr. Von Carnegie and Team Spidey open an exhibit with confiscated villainous gadgets, including Doc Ock's Switcharoo Machine, Electro's Electro-Zorber, and the Green Goblin's Baby Boomer. However, Dock Ock steals the devices, using the Switcheroo Machine to steal Electro's electricity and the Baby Boomer to turn Electro and the Green Goblin into babies. With Hulk and Mr. Von Carnegie watching Electro and the Green Goblin, Team Spidey must retrieve the devices and return Electro and the Green Goblin to normal.