|This article is written from the Real World perspective|
|Release Date||May 3, 1997|
|Writer|| John Semper, Jr.|
While trying to be her own hero, Black Cat is captured by Alistair Smythe for Silvermane. Spider-Man has to find Vulture, being held by Scorpion, or else Cat is killed.
Black Cat is swinging through the city angry at Spider-Man for telling her what to do in their last encounter. She notices a van for the Hardy Foundation that does not belong to the Hardy Foundation. Spider-Man spots Cat on the van and decides to follow.
The two then find masked men loading boxes into the van. Cat engages the men and at one points loses control of the situation. Spider-Man comes to her aid and tells her how she should not have attacked all these armed men on her own. The two are attacked by Alistair Smythe who kidnaps Black Cat.
Smythe takes Cat to the hideout, the Big Baby Baby Company, of Alisha Silvermane and her father, turned into a talking infant. Their plan is to capture either Vulture or Scorpion and using data from the Tablet of Time will turn Silvermane back into an adult. Smythe plans to use Cat to blackmail into getting Spider-Man to find one of the two for them. Smythe tracks down the wallcrawler, makes his proposal, and gives him twenty-four hours to do so or else.
Scorpion is then shown to be living with his girlfriend Sarah and having captured Vulture, who is uncontrollably changing between his young and old form. Scorpion simply wants to live a normal life and thinks Vulture can help him do it, if he can ever legally get enough money for a lab.
Peter can find no trace of either Scorpion or Vulture, they seem to have gone underground into hiding. So he goes to Dr. Curt Connors to make a fake announcement in the field of neogenics in order to lure one of the two out into the open.
The plan works and Scorpion begins robbing to quickly gain enough money to use the breakthrough. Spider-Man and Scorpion begin fighting and Scorpion is eventually knocked out. Sarah follows Spider-Man and her knocked out boyfriend to Silvermane's hideout.
Spider-Man gives Smythe Scorpion but Smythe fails to uphold his end of the bargain and captures Spider-Man instead of releasing Cat. Silvermane plans to exchange ages with Spider-Man so that he may have the youth he always sought after.
Sarah releases Vulture and asks that he save Scorpion with the promise of acquiring neogenic technology.
Smythe begins the age swapping procedure when the Vulture intervenes unhappy at seeing Silvermane using his technology. During the battle Smythe accidentally frees Spider-Man who then frees Scorpion and Black Cat. Vulture then takes the place of Spider-Man in his old form and swaps age with Silverman who is obviously not welcome being so old again.
Being young again Vulture escapes. Being old again Silverman, Alisha, and Smythe leave after the Neogenic Recombinator becomes set to explode but not before trapping Spider-Man, Black Cat, Scorpion, and Sarah in the complex. With no way out Spider-Man and Cat trick Scorpion into using his acid to open the door.
Scorpion and Sarah watch the destruction wondering if he will ever be normal again. Sarah says their love will get them through it. Vulture flies off into the night laughing. Elsewhere, Spider-Man and Black Cat contemplate their partnership. Spider-Man reassures her that she was great back there and that with all these villains running around he will need her help. Cat gives him a quick kiss and heads out.
"Turn it back on! I said turn it back on!!"
"Stay away from my beautiful machine!"
- -Alistair Smythe
"Shut off the machine! He's too old!"
"I'm young again! This time, I better stay that way!"
"I wouldn't be so sure!"
- Last appearance of both Silvermane and his daughter. Silvermane later is mentioned by Miles Warren in "The Return of Hydro-Man, Part Two".
- Final appearance of Spencer Smythe.
- Final appearance of Vulture as an elderly man. In subsequent episodes he only appears in his young form due to becoming full-time young.