The seemingly invincible Spider-Man goes up against an all-new crop of villains—including the shape-shifting Sandman. While Spider-Man’s superpowers are altered by an alien organism, his alter ego, Peter Parker, deals with nemesis Eddie Brock and also gets caught up in a love triangle.

On a dark, stormy night, two roomates caught in a power blackout decide to tell each other scary stories to pass the time. The first story is called "Pain Killer", about a Gulf War Vet. that returns home disfigured and mentally unstable engaging in a murderous killing spree after his wife no longer sees him as her husband. The second story called "The Cologne", written by B-Horror legend TIM RITTER (Truth or Dare, Killing Spree), tells the story of a nerd that can't get a date until he tries this special "Cologne", which works great at first but comes with some deadly side effects. The last story is called "Blood Runs Cold", about an aging Priest that is chosen by God to rid the earth of vampires.

Matt Lee Whitlock, respected chief of police in small Banyan Key, Florida, must solve a vicious double homicide before he himself falls under suspicion. Matt Lee has to stay a few steps ahead of his own police force and everyone he's trusted in order to find out the truth.