Peter Parker (Spider-Man), Bobby Drake (Iceman), and Angelica Jones (Firestar) are all college students at Empire State University. After working together to defeat the Beetle and recovering the "Power Booster" he stole from Tony Stark (a.k.a. Iron Man) the trio decide to team-up permanently as the "Spider-Friends". They live together in Peter's Aunt May's home with her and a pet dog, Ms. Lion, a Lhasa Apso. Together, the superheroes battle various supervillains.