This article is written from the Real World perspective Real World
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 May Parker waits at the clinic for word on Peter's condition Chameleon disguised as a female nurse enters the waiting room and 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 overed powered by the Insidious Six. As Shocker fires a blast at Spider-Man from his Vibro-Shock Gauntlets, Spider-Man is barley able to jump out of the way. As Spider-Man runs away he is confronted by Doctor Octopus. As Doc Ock 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 a 3D 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 and the others gather around. Meanwhile at Crime Central, Kingpin congradulates the Sinsidious Six on capturing Spider-Man. At that moment Kingpin revieves 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 congradulates 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 Doc Ock 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 can not 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. 


Shocker Abandons Suit
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 & Spider-Man

"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 escecially octopi."

-Doctor Octopus & Spider-Man

"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 & Spider-Man

"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 & 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. Octavious your nephews in the very best of hands."

"Ya all six of them."

-Chameleon (disguised as a nurse) & Peter Parker

"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 (disguised 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 & Chameleon (disguised as Kingpin)

"Coats gentleman?"

"No thanks. Already got one."

-Bellhop & 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 as his mechanical arms burst through the trench coat he is wearing

"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. Alright for starters I might just drowned you in nervous sweat."

-Shocker & Spider-Man

"Smooth. Just the way I planned it."

-Spider-Man after crashing through an open window and hitting the floor

"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 & Silvermane

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

-Spider-Man as he throws Doctor Octopus across the room

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


(Shocker's costume explodes.)

"Wow! Talk about wearing flashy clothes!"


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

-Spider-Man after getting caught under the search light from Kingpin's helicopter

"Ouch! I'd hate to see the repair bill on that. Can't you find anybody coordnated to work with?"

-Spider-Man after Scorpion damages Doctor Octopus's mechanical arms with acid

"Scorpion you malorganise bungler!"

"People are always doin' that. I hate to be called names!"

(Doctor Octopus hits Scorpion with his mechanical arm.)

"Scorpy, you gonna take that abuse from a six armed freak?"


(Scorpion hits Doctor Octopus with his tail.)

"This is my cue to scudo."

(Spider-Man uses his web to lower himself off the building and onto the ground.)

"Scorpion you have made the big mistake of making me angry!"

"Blessed are the peace makers."

-Doctor Octopus, Scorpion, & 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!"

-Spider-Man & Silvermane

"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 & 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."


  • This two part episode is based on Amazing Spider-Man Annual #1 (1964) which is where Doctor Octopus first formed the Sinister Six and Spider-Man had to fight them while losing his powers.
  • When Kingpin has the Insidious Six attack Silvermane, Kingpin says "Now it's time to pay the piper." The expression time to pay the piper came from the story the Piped Piper in which the Piped Piper removes rats from a town, and when not paid, he took their children.
  • At one point in the episode Spider-Man calls the Insidious Six the Six Stooges. This is a reference to Moe, Curly, and Larry who were a comedy act and formed a group called the Three Stooges.
  • When Spider-Man tricks Doctor Octopus and Scorpion to fight each other he says "Blessed are the peacemakers." This is taken from the Bible in particular Matthew 5:9 where Jesus was giving a sermon and said "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.


  • The only time Shocker's skin is seen. In the previous episode, he is oddly the only one who got to keep his suit in prison.
  • This episode is 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.
  • At the end of the episode Peter appears surprised that Mary Jane came to see him. It is possible that they have not talked since the end of Day of the Chameleon which was when MJ got angry at Peter for missing her play.



A review by Kolbar from Marvel Animation Age

I hadn't read the comic this was based on, Amazing Spider-Man Annual #1 at the time, so I was gob smacked when Doc Ock unmasked him. What was even better was how it was resolved in a respectable manner. It didn't seem forced to me. the only thing which confused me, was wouldn't the villains get a little curious as to how he created the webbing?

It was nice to see the Peter/Octavious relationship expanded on. It made for some great scenes in Dr. Octopus: Armed and Dangerous and made some even better scenes here. I always felt this was the last great appearance of Doc Ock. In the majority he was nothing but a common supervillain, usually working for Fisk. Here, he still had all the characteristics that made him such a great villain to begin with.

The disappearing powers angle made for some gret drama. Whilst he was fighting them, you never knew if they were going to give out on him. It made the opening fight in the warehouse all the better. It also tied into the Neogenic Nightmare angle very well, branding it as only the beginning stages of his disease. I thought this episode was actually one of the better episodes of the seasons. It lost the track for a couple of episodes in the middle, and was boring as hell by the time The Tablet Of Time story came about.

And finally, it must be said, that this episode had the best ending of an episode ever, summed up perfectly in the quote below;

SPIDER-MAN: Come on Doc! My powers came back and I feel great! How bad can the test results be?

CONNERS: This bad. The mutagenic factor in your blood has undergone another transformation.

SPIDER-MAN: Did you say mutagenic, as in mutant?

CONNORS: I'm afraid so. Whilst I can't tell you exactly what your DNA is turning into, one things already clear. It wont be human...

Damn creepy... simply the best ending on this show!

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