While taking pictures of Mary Jane at the amusement park, Peter Parker's spidey-sense warns him danger is coming, and he transforms into Spiderman just in time to battle Sandman.
When the young witch, Princess Swampelina, loses her wand in the bog, a beautiful (ugh!) butterfly offers to retrieve it if she will be his friend, but after avoiding him the princess soon finds the butterfly helpful and even rather fun.