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Series Spider-Man
Release Date September 16, 1995
Episode Number 15
Writer John Semper, Jr.
Doug Booth
3 images

With Spider-Man powerless and unmasked, can Peter talk his way out of fighting the combined might of his most powerful foes?


As Aunt May waits at the clinic for word on Peter's condition, Chameleon disguised as a female nurse enters the waiting room. He tells her that Peter is in serious but he is getting good treatment from Dr. Otto Octavious and his staff.

At that moment in the basement of the clinic, Spider-Man is being overpowered by the Insidious Six. As Shocker fires a blast at Spider-Man from his gauntlets, Spider-Man is barely able to jump out of the way. As Spider-Man runs away he is confronted by Doctor Octopus. As Doctor Octopus attempts to grab Spider-Man with his mechanical arms he runs off and in the process accidentally drops a crate of Mysterio's holocubes.

One of the holocubes is accidentally activated and projects an image of a jungle in the room. As Spider-Man hides in the holographic jungle Doctor Octopus searches for him and wonders why Spider-Man does not face him unaware that he has lost his powers.

As Spider-Man runs off he is able to avoid capture from Rhino and Scorpion, but is captured by Doctor Octopus. The others gather around.

Meanwhile at Crime CentralKingpin congratulates the Insidious Six on capturing Spider-Man. At that moment Kingpin receives a video call from Silvermane who tells him that his failure to kill Spider-Man forces him to act on the Cartel's behalf. Kingpin then has Alistair Smythe patch Silverman into the live video feed of the Insidious Six. After seeing that he has captured Spider-Man, Silvermane congratulates Kingpin and tells him that the Cartel will be pleased. However, Kingpin berates Silvermane and tells him that he captured Spider-Man not because the Cartel ordered him to but because he is his enemy. Kingpin then orders Doctor Octopus to remove Spider-Man's mask.

As Doctor Octopus does this, he is shocked to see Peter Parker is the face beneath the mask. Mysterio suggests that they kill him. However, Doctor Octopus tells Mysterio that he cannot be the real Spider-Man because of how easily they were able to capture him. Rhino deduces that Peter dressed up as Spider-Man because he couldn't find the real Spider-Man.

As Shocker attempts to blast Peter, Doctor Octopus moves his arm out of the way and instead hits the chair they tied him to which forces him across the room and falls to the ground. As Peter looks around he sees that he has knocked over a crate filled with Mysterio's holocubes and grabs one of them. Doctor Octopus then tells Peter that if he wants his aunt back he will lead them to the real Spider-Man. As Silvermane sees that he is not the real Spider-Man he is pathetic for abducting on old woman and strong-arming her weak nephew. Silvermane then contacts Hammerhead and tells him that Kingpin has failed them and he orders Hammerhead to attack Kingpin. Kingpin knows that the Cartel is going to attack him but orders the Insidious Six to attack them first. 

A short while later, Doctor Octopus has Peter pose as a patient. When May goes to see him he tells her that he is going to be alright. Doctor Octopus then walks May out of the room and tells her that he will call a cab to take her home. However, May runs over to Peter's bed and gives him a kiss on the cheek and then walks out with Octavious. Mysterio then appears out of thin air and Chameleon, as the nurse, tells Peter that if he doesn't lead them to Spider-Man they will go after her again and even threaten to harm her.

At that moment, Hammerhead approaches Silvermane at his headquarters and tells him that he must get to safety because Kingpin is coming after him. However, they are too late as Kingpin flies a helicopter with Rhino suspended from a harness. Rhino rams him into the building creating a hole allowing him to get inside. Shocker and Scorpion also jump from the helicopter and the three of them go after Silvermane. However, Hammerhead is able to get Silvermane into the elevator but soon reveals himself to really be the Chameleon. As the elevator reaches the roof Rhino attaches the elevator cables to Kingpin's helicopter. Before it takes off, Chameleon jumps out of the helicopter and disguises himself as Silvermane. As one of silvermane's men gets to the roof Chameleon tells him that Kingpin is far to powerful and that the attack on Crime Central is off.

Sometime after the attack on Silvermane, Peter Parker and the Insidious Six meet at a hotel where Peter told them is where me meets up with Spider-Man. As Peter and Doctor Octopus get onto an elevator a bellhop gets on and reveals himself to be Chameleon. As Doctor Octopus asks peter why Spider-Man meets with him, Peter replies that he thinks it's because Spider-Man needs all the public relations he can get.

As they get to the roof, Doctor Octopus is met by the other members of the Insidious Six. Mysterio then uses his holographic technology to disguise the others as giant air conditioners. Peter then secretly reaches into his pocket and takes out the holocube he took earlier and throws it onto the ground and as it activates it projects a holographic image of a fighter jet. In the confusion, Peter runs off.

However, Mysterio tells the others that Peter must have gotten one of his holocubes. As Rhino chases after Peter he grabs another holocube and tosses it onto the ground and created an image of canyon. Rhino is tricked into thinking that he would fall into it which gave him enough time to get away.

As Peter runs to the edge of the roof he shouts to Spider-Man that it's an ambush. Shocker then fires a blast of sound waves from his gauntlets at Peter which knocks him over the side of the building. As Peter falls, he realizes that since Shocker's blast didn't kill him and his spider powers must have returned. Spider-Man then web swings back to the roof.

From the helicopter, Kingpin and Silvermane watch Spider-Man and the Insidious Six. Kingpin then tells Silvermane that after he witnesses Spider-Man's death he will notify the other crime lords that he will be taking over his territory. Silvermane refuses but Kingpin attaches him to a hook that is tied to a rope and throws him out of the helicopter. As Spider-Man jumps over to Silvermane he dettaches him from the hook and he swings off.

Kingpin witnesses Spider-Man save Silvermane and believes that the both of them are allies. Kingpin then communicates with the Insidious Six and orders them to go into the building and search for Spider-Man and Silvermane.

As Spider-Man asks Silvermane why the Insidious Six is after him, Silvermane lies and says that he is very rich and the Insidious Six wanted to hold him for ransom. Spider-Man then orders Silvermane to hide until he gets back. As Spider-Man looks around he is caught by Rhino. However, Spider-Man tells Rhino that he is Chameleon and that he just disguised himself as Spider-Man. Spider-Man then points out two shadowy figures and tells Rhino that they are Spider-Man and Silvermane. Rhino rams into them and learns that they are really Shocker and Chameleon. Shocker asks why Rhino did that and he replies that Chameleon told him to. Spider-Man and Silvermane attempt to get away Spider-Man's spider-sense goes off and he leaps out of the way before Doctor Octopus' mechanical arm can hit him. Spider-Man then webs Silvermane to the ceiling and takes care of Doctor Octopus. However, Spider-Man once again starts to lose his powers.

Shocker without his suit

Spider-Man and Silvermane leave the building and are spotted by Doctor Octopus who alerts Shocker and tells him to get them. Shocker looks out of an open window and Spider-Man grabs him and throws Shocker into a near by water tower. The water gets inside Shocker's costume and he is able to get out of it and jump from the water tower before his costume explodes. Spider-Man along with Silvermane swings over to a nearby building and Spider-Man uses a web line to lower Silvermane through a chimney into a building.

Doctor Octopus and Scorpion then jump onto the room and Doctor Octopus attempts to hit Spider-Man with his mechanical arms. However, Spider-Man is able to use his agility to jump out of the way. Scorpion sprays acid from his tail and Spider-Man jumps out of the way and instead hits the rotor of Kingpins helicopter. The helicopter then starts to go out of control and Alistair Smythe flies back to Crime Central.

Spider-Man is caught between Scorpion and Doctor Octopus and Scorpion fires acid from his tail. However, Spider-Man leaps out of the way and the acid instead hits one of Doctor Octopus' mechanical arms. Doctor Octopus then attacks Scorpion and the two begin to fight. This allows Spider-Man enough time to get away.

As Spider-Man reaches the ground he finds Silvermane talking to some children who spotted him coming into their home through their chimney and thought he was Santa Claus. Silvermane then thanks Spider-Man for not only saving him many dollars in ransom but for also enhancing his reputation. Silvermane then points to the children as they say good bye to him. Silvermane walks off and finds a payphone. He calls his people telling them that Kingpin is a plague on the city of New York and that he must be killed. Spider-Man then grabs his web bag filled with his clothes and then heads home to get some sleep.

A short while later, the Insidious Six meet in an alley. All six feel that Kingpin has not delivered on his promise that they would kill Spider-Man and have the world. Kingpin hears them over their headsets and tries to get them to stay together. However, no one listens to him and as they throw their headsets on the ground they go their separate ways.

At Crime Central, Smythe tells Kingpin that Silvermane will rally the crime lords against him and that he has "dug himself an awflly deep grave." However, Kingpin replies that this is only a temporary setback and that eventually he will end Silvermane.

The next day Peter runs into Felicia Hardy and apologizes for missing their date. Peter asks if they could have dinner tonight. However, Michael Morbius walks up and says that Felicia is having dinner with him tonight and for the rest of the week. Felicia and Morbius then walk off and Peter thinks to himself that this is unbelievable.

Peter returns home and is greeted by Aunt May who is glad to see him. Peter then tells May that Dr. Octavius let him go early. Peter then sees Mary Jane Watson in the living room and she tells him that she is there to check on him.

Later that day, Spider-Man goes to Empire State University and tells Curt Connors that he feels great. However, Connors reveals that Spider-Man's DNA is mutating even further, but is unsure what he is changing into. The only thing he does know is that whatever Spider-Man is mutating into, it won't be human.


"Time to take your medicine you ya fly eatin' fool. And my shock therapys just what the doctor ordered!"
"If I thought it would bring back my spider powers I'd be tempted. But since the attending physician is Doc Ock I better steer clear."

-Shocker and Spider-Man's inner monologue

"Mysterio's virtual reality technology. Amazing."


"What is wrong with you Spider-Man? Why do you hide behind these silly tricks! Why do you not fight us!"
"For one simple reason. Without my powers I'm as phony as this jungle. I still gotta aviod the wild animals though. And that means rhinos, scorpions, and especially octopi."

-Doctor Octopus and Spider-Man's inner monologue

"What a disappointment. I had wanted a much tougher battle."
"All I want are my powers back so I can rescue Aunt May."

-Doctor Octopus and Spider-Man's inner monologue

"Gentlemen, I must congratulate you. You've justified my faith in your combined abilities."


"What's this? You've actually caught the vermin?"
"You see it with your own eyes. Assuming they have not failed you yet old man."
"It seems that congratulations are in order. The crime lords will be pleased to learn that you've fulfilled their request."
"I captured Spider-Man not at anyone's request but because he is my enemy. And I always eliminate my enemies!"

-Silvermane and Kingpin

"He is not the real Spider-Man. Think of his miserable performance here tonight. The last time I fought Spider-Man he was formidable, powerful, agile, almost invincible. This time he was ridiculous."

-Doctor Octopus

"Don't worry ma'am. With Dr. Octavius, your nephew's in the very best of hands."
"Ya all six of them."

-Chameleon as a Nurse and Peter Parker's inner monologue

"Now remember, Parker, if you don't lead us to Spider-Man we'll go after her again. This time she'll need the hospital bed."

-Chameleon as a Nurse

"And now it's time to pay the piper."


"Hey! I thought you said we were going to the basement?"
"You also thought you were a match for Kingpin. On both counts you were wrong."

-Silvermane and Chameleon as Kingpin

"Coats gentleman?"
""No thanks. Already got one."

-Bellhop and Peter Parker

"Since my number one student says Spider-Man is due at midnight it's time I gave myself some elbow room."

-Doctor Octopus

"Hey fly eater, what happened to the kid! Did he go splat or what?"
"I took care of that snitch, Parker. And now I'm gonna take care of you." [Thinks to himself] "Alright for starters I might just drowned you in nervous sweat."

-Shocker and Spider-Man

"Smooth. Just the way I planned it."


"So why did you get invited to this little party?"
"I'm very wealthy. They said they were holding me for ransom."
"You've gotta hand it to those guys. They've never met a crime they didn't like."

--Spider-Man and Silvermane

"I've just gotta toss out the garbage!"


"Lets get out of here before the six stooges return."


"Wow! Talk about wearing flashy clothes!"


"You know I've never been one to seek out the spot light."


"Ouch! I'd hate to see the repair bill on that."


"Scorpion you malorganise bungler!"
"People are always doin' that. I hate to be called names!"
[Doctor Octopus hits Scorpion]
"Scorpy, you gonna take that abuse from a six armed freak?"

"Never." [Scorpion hits Doctor Octopus]
"This is my cue to scudo."
"Scorpion you have made the big mistake of making me angry!"
"Blessed are the peace makers."

-Doctor Octopus, Scorpion, and Spider-Man

"Not bad. Aunt May's safe and I saved a kindly sweet old man too."


"He must be annihilated! Kingpin is nothing but a plague upon the city of New York. He must be eradicated!"


"Now Silvermane will rally the crime lords against you. You've dug yourself an awfully deep grave this time."
"This is only a temporary setback. In the end, Silvermane will be the one to occupy that grave."

-Alistair Smythe and Kingpin

"Come on doc, how bad can it be? My powers came back and I feel great! How bad can the test results be?"
"This bad. The mutagenic factor in your blood has undergone another transformation."
"Did you say mutagenic? As in mutant?"

"I'm afraid that's right. As near as I can figure whatever turned you into Spider-Man was not a one time process. It was just the beginning."
"The beginning? Of what?"
"Your still changing and it's accelerating. So while I can't tell you exactly what your DNA is transforming you into one thing is already clear, it won't be human."

-Spider-Man and Curt Connors


  • When Kingpin has the Insidious Six attack Silvermane, Kingpin says "Now it's time to pay the piper." The expression came from the story Pied Piper of Hamelin in which the Piped Piper removes rats from a town and when not paid takes their children. It means to bear the consequences of one's actions.
  • At one point in the episode Spider-Man calls the Insidious Six the Six Stooges, referring to The Three Stooges. Coincidentally, there were a total of six Stooges.
  • When Spider-Man tricks Doctor Octopus and Scorpion to fight each other he the Bible, Matthew 5:9. The full quote is "Blessed are the peacemakers, for they shall be called the children of God".


  • Shocker's suit is destroyed yet appears intact later that night when the Insidious Six disbands.


  • A direct continuation of "The Insidious Six".
  • When Doctor Octopus mentions the last time he fought Spider-Man he is talking about the events of "Doctor Octopus: Armed and Dangerous".
  • The only time Shocker's skin is seen. In the previous episode, he is strangely the only one who got to keep his suit in prison.



This two-part episode is based on Amazing Spider-Man Annual #1. That was the first issue to feature the Sinister Six while Spider-Man was losing his powers. Though that team was made up of Doctor Octopus, Electro, Kraven the Hunter, Mysterio, Sandman, and Vulture and it was Octavius who formed the team.


"Amazing Spidey" of Marvel Animation Age was surprised when Spider-Man was unmasked, having forgotten the events of the comic that inspired the episode, and felt that the resolution was respectable without feeling forced. He enjoyed the expansion of the relationship between Peter and Otto, started in their previous episode. Though he felt this was perhaps Octavius' last great appearance as he would be a common supervillain afterwards. He felt that the hero losing his powers made for some great drama and created more suspense, making the warehouse battle that much more exciting. He felt it was one of the better episodes of the season starting off the Neogenic Nightmare angle well. He also claimed the end scene with Dr. Connors was one of the show's best as it created a creepy cliffhanger.

Comic Book Resources ranked this episode and its predecessor as the tenth greatest episode of the series. They noted how the episode took away Spider-Man's powers to show what Peter Parker was really made of. They liked how he was able to keep his cool and work his way through the problem.[1]

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