Spider-Man gains a black costume, courtesy of the alien life form, during an encounter with the Black Cat. Meanwhile, a master of disguise, the Chameleon, starts framing Spidey for various robberies, using inventions and effects provided by Quentin Beck and Phineas Mason. Spider-Man is left with no option but to team up with Black Cat to stop his new enemy's crime spree.
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This was the last episode to air on the Kids' WB!, as that block would be replaced by The CW4K!DS the following week, where the show would continue to air.
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There is a brief shot in this episode where Curt Connors is shown with both of his arms.
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