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Series The Spectacular Spider-Man
Release Date January 25, 2009
Season Number 3 of 13
Episode Number 16 of 26
Writer Andrew Robinson
Director Michael Goguen
59 images

City sidewalks, busy sidewalks dressed in holiday style. In the air there's a feeling of Christmas. Children laughing, people passing meeting smile after smile. And on ev'ry street corner you'll fear...the Sinister Six!


It's Christmas Eve in New York City.

At the Big Sky Billiard Room some man flies out through a door. Other men run through the door and up the stairs in terror. Inside, one man grabs a pool stick and swings it at Spider-Man, who is hanging from the roof. The wallcrawler grabs the stick, jumps down, and flips the man over to stick him to the ceiling.

Spider-Man laments that instead of preparing for Christmas by wrapping presents or trimming trees he has to finish some investigating. He knows that the technology Mysterio stole is still missing, and all the people he has talked point to Blackie Gaxton.

Meeting Blackie Gaxton

He leaps onto a table where Blackie sits patiently and tells the man to talk. Blackie smiles and asks what the hero is going to do if he does not talk. A man runs down the stairs and asks Blackie to place a bet before he notices the superhero. He quickly puts away his money, says farewell, and leaves.

Spider-Man and Blackie face each other again and the hero leaps back onto the ceiling. Blackie relents and tells him about a rumor. Apparently Mysterio was working for some "big boss" who is hiring cons, crooks, and construction workers. But whoever it is threatens their workers on pain of death to keep secret. And that's all Blackie claims to know.

The webslinger sees a man with an eye patch trying to sneak out of the men's bathroom. Spider-Man thanks Blackie and offers to get him eggnog sometime, and then goes after the runaway.

Meeting Patch

The man makes it to the street but is startled when Spider-Man drops down in front of him. He introduces himself as Spidey Claus, drops down, and demands his name. The man says his name is Patch and Spider-Man teases him about the name.

Spider-Man wants Patch to tell him the name of Mysterio's boss as a Christmas present. Patch says the man's name is Master Planner, but that's all he knows.

Elsewhere, an elderly man watches the conversation through a monitor. The man, the Tinkerer, presses a button on his headset and calls the Master Planner. He tells the boss that Spider-Man is getting close. Master Planner tells him to gather a group of villains.

Usual suspects for Spider-Man

Tinkerer turns to look at another monitor and sees seven villains pop up on separate screens: Rhino, Kraven the Hunter, Doctor Octopus, Sandman, Mysterio, Electro, and Vulture. Master Planner tells Tinkerer to have them destroy the hero.

At a snow covered Ryker's Island guards walk through the cells. The cell doors open so the prisoners can go to breakfast. One guard walks past the cell of Adrian Toomes and Quentin Beck and sees them still sitting.

Losing his head in prison

The guard storms in demanding that they follow. His nightstick accidentally goes through Toomes and he realizes that the elderly man is a hologram. He goes over to Beck and shakes him. He initially believes the man is real until his head falls off revealing a robot, causing the man to scream.

The alarms go off and guards run every which way. Another guard reveals that Sandman and Rhino also got out.

Meanwhile, at the Ravencroft Institute for the Criminally Insane a group of people sit for therapy. Dr. Ashley Kafka tells Cletus Kasady that it was Max's turn to speak. Max tells her that he wishes to be called Electro.

Otto fakes his feelings

He claims he doesn't need a normal name anymore, and asks Doctor Octopus to back him up. However, Otto reveals that he hates the name now, especially how it's associated with destruction and violence. Dr. Kafka reassures him that his progress has been amazing.

Suddenly, the window behind the group is torn out. Kraven leaps in, grabs the two orderlies, and smashes them against each other. Two more run up but Kraven easily bats them away.

Kraven recognizes Doctor Octopus but Otto runs away. Dr. Kafka tells the transformed hunter to stay away. Kraven says that he is there to free Doc Ock and Electro. However, Electro states that they should leave Otto behind as he's no longer worth the trouble.

Ashley is shocked at the turn of events

Electro then holds out his arms and Kraven cuts the shackles off. Free from his binds, Electro is able to power up. As the two move towards the opening Dr. Kafka tries to reason with Max. However, he simply turns and shocks her, saying that he prefers Electro. The two leap out the hole with Otto watching in amazement.

At Rockefeller Center many people ice skate. Randy Robertson lifts Sandy Avril up, twirls around, sets her down, and the two go off again. Kenny Kong and Glory Grant skate together until Kenny slips and falls onto the ice.

Kenny almost crashes into Peter from behind, but Peter leaps up and over the fallen football player astounding Glory. Concerned that he's looking too good, Peter deliberately slips and falls on his stomach. Kenny, now standing again, points and laughs.

The helped becomes the helper

As he continues to slide Peter sees Liz Allen tying up her laces. She steps onto the ice saying that her tutor needs a lesson, to which Peter happily accepts as he stands.

On the side, Gwen Stacy watches the two looking sad. However, the grunts of Flash Thompson draws everyone's attention as he tries to stand on the ice with a broken foot. Liz skates over to him to help and ask how he's doing, but Flash gets angry.

Liz leads him to a bench so he can sit down. Flash apologizes for his rudeness. She then asks if he started physical therapy, prompting Flash to give an unexcited yes. Liz tries to cheer him up by saying he'll be fine for the college recruiters soon. Flash just drops his head in his depression.

Peter skates up asking if Liz will join him. But Liz tells him to go on by himself since she's helping Flash. Flash then smiles at Peter's rejection.

Elsewhere, a vault door opens and Tinkerer lets in Electro and Kraven. He introduces them to Sandman, Rhino, Mysterio, and Vulture even though many have already met. Sandman grunts prompting Kraven to approach and asks if he has a problem. Sandman claims he has had bad experiences with cats.

Master Planner addresses the new Sinister Six

Tinkerer interrupts and introduces them to the Master Planner. On a screen high overhead a dark outline appears. With a filtered voice Master Planner reveals that he knows about Doc Ock refusing his offer. He says he wanted to reveal a "Sinister Seven."

Rhino begins counting them all and realizes that they have seven with Tinkerer. Mysterio claims that Tinkerer is there for support and useless in a fight. Master Planner goes on that new version of the Sinister Six will do.

Vulture then asks why they are gathered. Master Planner reveals that he wants to inaugurate the age of the supercriminal as soon as they deal with Spider-Man. Sandman then wonders how the new Sinister Six will do better than the previous version. Master Planner says it's because he has a plan.

As the night approaches the Christmas tree at Rockefeller Center turns it's lights on causing the people to cheer. Liz holds onto Flash as he makes his way towards the tree.

Kenny, standing with Glory, turns to see Flash and smiles. He skates towards him and then stops so that he sprays ice into Flash's face. Flash shakes the ice out of his face and promises to get Kenny back. He then begins to chase his friend while others cheer him on.

Woman scorned

Peter watches then sees Gwen skate by. He goes after her and asks if he can join. She doesn't say anything until he asks what's wrong. She explodes saying that Peter hasn't talked to her since their kiss. She realized that she's not Peter's first choice but refuses to be his second. She skates away leaving Peter flabbergasted.

Mary Jane Watson skates up saying she heard the whole thing. She claims it was so painful she could feel it. She goes on to say that Peter is nice but, after snapping him out of staring at her, tells him that he's too easily distracted.

She explains that Gwen is right and Peter needs to decide what he wants. Peter asks if she'll assist him. Mary Jane smiles and asks for some cocoa to help. Peter quickly runs off to get some. Mary Jane happily watches as he goes.

High above the skating rink, Vulture flies over. He swoops down near the tree and tells someone through his headset that he's not there. Kraven claims he can smell him. Master Planner tells Team One to deploy to lure him out. Electro happily agrees.

Burnt tongue

Peter finishes getting the cocoa and begins walking back towards Mary Jane. As he takes a sip two men skate by knocking the cocoa and spilling it on his shirt. He looks up to see a bolt of lightning strike the rink.

As the steam clears Electro stands there demanding Spider-Man. Peter sighs thinking how the cocoa is going to be the least painful part of the night.

As the bystanders run away Electro demands for Spider-Man to reveal himself. Spider-Man swings in with a quip that is slurred by his burnt tongue. As Electro wonders at his messed up words Spider-Man covers him in a web. He lands nearby and explains that he burnt his mouth.

Electro fries the webbing and blasts at the wallcrawler. Spider-Man leaps up out of the way and dodges a few more blasts in the air. He suddenly looks up to see Vulture coming right at him. The elderly villain kicks him hard knocking him back.

Spider-Man makes another quip which confuses Vulture. Spider-Man swings around a pole, which Vulture cuts, and lands thinking how he should stop joking until his mouth heals. As Spider-Man wonders why those two are together and figures that the "Simpleton Six" are together again. But then Electro blasts him back.

Getting the upper hand

Electro steps up to Spider-Man commenting on how the hero seems distracted. Vulture agrees and swoops down to the people, Peter's friends included, still on the rink. The students run away in terror as Vulture laughs maniacally.

Electro focuses his attack into the ice. While Spider-Man leaps out of the way the students are hit with his energies. However, Flash is alright since he is standing on his cast. Spider-Man leaps over Electro and webs his feet to pull him down.

Spider-Man tries to lure the two away but Vulture laughs and swoops down again. So Spider-Man fires his webbing in balls and eventually hits Vulture in the head. Spider-Man realizes that Vulture is protecting his earpiece and decides to go after it.

He runs along the side of the building and leaps onto the top of the tree. He webs onto Vulture's head but the villain cuts the strands with a spin. Spider-Man then webs onto his wings and eventually wraps him up. Spider-Man pulls hard and slams Vulture into the tree. Vulture struggles and frees one of his wings.

Electro offers to help and fires a beam out of his mouth. Vulture begs him to stop saying he'll be free soon. But the blast hits and while Spider-Man leaps away Vulture and the tree are shocked. A fire breaks out on the bottom.

Vulture gets crushed

The blast cracks the trunk and it begins to fall over into the rink, with Vulture on the down side. As the tree comes down Electro is crushed. Flash shoves Liz out of the way and he falls down directly in the tree's path. Spider-Man swoops down and grabs Flash before the tree lands.

Spider-Man swings Flash over to a roof and drops him off. Awestruck, Flash asks him to sign his cast but Spider-Man says he would later. Just then Electro blasts him away.

Liz looks nervous as she sits next to the burnt tree. Mary Jane looks horrified when Gwen runs up. She stoops down and asks Mary Jane where Peter is.

Spider-Man crawls along a wall as Electro rounds the corner. Spider-Man leaps out of the way as Electro blasts the walls and lampposts. He eventually lands on a taxi glad that they're away from the ice. Electro begins firing from the back of a bus and the wallcrawler leaps onto the side of a passing truck.

Agile hero

Spider-Man leaps off the truck as Electro attacks and finds himself at the Tire Barn. Spider-Man leaps over the fence and Electro follows. Spider-Man climbs up a mountain of tires but Electro's blast causes him to fall. He then leaps from falling tire to tire, even through one, until he reaches the top.

Spider-Man proceeds to kick tires down on Electro. The villain is amused finding the effort useless as he easily pushes them aside. As Spider-Man continues kicking tires Electro begins to melt them and push onwards. As he taunts Spider-Man about running out Electro finds that the tires he melted are causing him to stick to the ground.

Trapped by rubber

With Electro stuck Spider-Man kicks a group of tires down and captures Electro. Electro grows angry and melts the tires but becomes even more stuck. Spider-Man leaps down and teases him about his new non-conductive "coat."

Spider-Man sighs when his spider-sense goes off. Just then a giant fist of sand slams him back. Spider-Man sits up to see sand pour down in front of him and Sandman form. Rhino also walks up and the two state that they're the "main course."

Spider-Man suddenly flies out of the tire yard and slams into a car causing the car alarm to go off. The hero falls to the ground and sees Rhino tear through the gate and Sandman funnel his way besides him.

Sandman surprises Spider-Man

Rhino sprints forwards and Spider-Man pushes off the car and slides underneath him. Rhino slams into the car and turns to see his prey get away. Spider-Man tries to swing away but Sandman becomes a giant wall and stops him.

Sandman grabs the webslinger and throws him towards Rhino. Rhino bats him away and Sandman becomes a giant hand to catch and throw him again. After a bus passes by Rhino catches the hero on his horn and throws him again.

Spider-Man crashes into another bus' front window, leaps through the vehicle, and breaks through the other side. He eventually crashes onto the ground and a car almost hits him but screeches to a halt. Spider-Man then struggles to stand and checks himself to make sure he's fine. He also thinks it's a miracle that his tongue is better.

A Bug to crush a bug

Just then a Volkswagen Beetle slams into the ground next to him. Rhino and Sandman step up and begin to chase him. As he swings away Spider-Man tries to reason with them by asking if they could put their differences aside for Christmas, Hanukkah, Kwanzaa, or Solstice.

Spider-Man lands on a dock but Sandman comes up through the cracks behind him. Sandman becomes a giant tentacle and slams the hero away. Rhino lifts his leg saying that there won't be enough of the hero to fill his stocking, then slams the hero through the wood.

He picks the hero up by the arm and begins pounding him into the wood. Sandman walks up wanting to pull the mask off. Rhino throws the hero over to his friend but Spider-Man leaps over the sandy villain and jumps away.

Sandman gets all wet

He runs over to some scuba diving gear and sees a fire hydrant. Knowing that being the punching bag is not helping he decides to go with Plan B. When Sandman gets close Spider-Man rips off the top of the hydrant spraying Sandman with water.

As his partner becomes a giant pile of mud, Rhino goes into a rage and sprints forward. As he nears, Spider-Man opens a scuba locker and takes out a tank to hit Rhino with. Spider-Man then leaps out onto the frozen water and taunts Rhino.

Rhino is smart enough to hate how dumb he is

Rhino leaps and slams into the ice near him. Spider-Man tosses him the tank claiming he'll need it. Rhino figures out whats happening and tells Spider-Man he hates him. Just then the ice breaks and Rhino crashes through. Spider-Man leaps back and away from the cracks.

As he makes it to land Sandman raises a giant fist and hits him. Spider-Man lands as Sandman rises out of the ground behind the hero. He raises a giant hammer but Spider-Man easily dodges. He realizes that the cold air is freezing the hydrant water and slowing down Sandman's sand.

Spider-Man tries to fire his webbing but realizes his web shooters are also frozen. Sandman slams another hammer down but Spider-Man dodges, leaps onto his head, and flies backwards.

He lands near a snow covered tree as Sandman nears. He hits the trunk causing the snow to fall covering Sandman. Sandman stands but then freezes completely. Spider-Man sighs and walks away, knowing that there's two more waiting for him. He calls out for Doctor Octopus and Shocker to come out.

Just then he hears a loud shout and see the two he was expecting high on a rooftop. He breaks the ice on his hands and swings up. After commenting on how he's going to need a lot of rest, he flies towards the two and goes right through their holograms. Just as he looks up Kraven slams him off the roof.

Spider-Man lands on the street below next to a group of bystanders. He looks up just as a truck speeds towards him and leaps over it. Spider-man struggles to stand as Kraven leaps down before him and Mysterio flies around the corner on a giant flying dragon.

The webslinger webs a car and flies away. Kraven and Mysterio follow as the hero "surfs" along the road. Spider-Man comments how he never actually beat the Sinister Six alone. As the car turns Spider-Man leaps forward onto the top of a billboard.

The perfect Christmas gift

Spider-Man hopes he lost them as he crawls down the side. He sees that the billboard is for The Daily Bugle and features a giant J. Jonah Jameson with a Santa Hat on.

Suddenly Kraven leaps through the billboard and tackles Spider-Man. Kraven lands and bear hugs Spider-Man, saying how he can smell his fear. Spider-Man taunts him for being a replacement and tries but fails to escape. He then teases the hunter on needing help. Kraven states that in the jungle the pack will wear the prey down for the Alpha Male to finish off.

The two new recruits

Spider-Man then webs Kraven's face and pushes them both back and off the roof. Spider-Man lands on Kraven and leaps onto another billboard behind them. Mysterio then flies up and his dragon smashes the billboard. Spider-Man tries to swing away but the dragon swats him out of the air. The dragon hologram shimmers for a second revealing a complex device underneath, and then breathes fire.

In a department store people finish their Christmas shopping. One saleswoman sprays perfume on a passerby. She then sprays it on a woman who doesn't want it.

Suddenly Spider-Man crashes through the roof and lands on the decorative trees. Spider-Man stands and holds his injured arm as people scream out his name. Then Kraven leaps down and roars.

Spider-Man leaps over to the saleswoman and asks if he can try the perfume. He leaps away just as Kraven lands, roars at the woman, and follows the hero. Spider-Man then webs up the perfume bottle and smashes it on Kraven's face. Spider-Man backs away realizing that Kraven can no longer smell him.

Teenage Mutant Ninja Spider

Just then Mysterio appears from the floor. Spider-Man leaps back onto a column. Mysterio says a spell and opens his cloak to reveal a group of the bat-like Homunculi. Spider-Man crawls up the wall to get away from them as they attack. He then webs up two of them and swings them around to destroy the rest.

Spider-Man throws the two at Mysterio who disappears in a cloud of smoke. He then reappears on a balcony high above. Spider-Man swings up and away. Mysterio walks up to a mall Santa and his elf. Spider-Man swings over to kick Mysterio when Kraven leaps and tackles the hero.

Kraven ruins Mysterio's plans

The wallcrawler leaps back onto a railing. As Kraven approaches Mysterio yells at him to stop from below. Spider-Man realizes that the real Mysterio is down below and the one up there is a robot about to explode.

Spider-Man slides under Kraven, past the robot, and grabs the Santa and elf. He swings away just as Kraven is about to attack. He swings behind a fake house leaving Kraven with the robot. Kraven realizes what is happening just as the robot explodes.

With the store in ruins Spider-Man, the elf, and Santa stand to survey the damage. They find Kraven knocked out in a sleigh. Spider-Man webs him up just to make sure. Spider-Man then asks Santa if they're going on the naughty list.

Spider-Man then stands on the railing promising to use Mysterio's "fishbowl" as a snow globe. Mysterio decides to disappear into a cloud of smoke just as Spider-Man swings down. As he reaches the other side Spider-Man covers the entire area with webbing.

He sees the invisible Mysterio struggling with the webs and leaps down. He tears the webbing and grabs Mysterio. He rips off the villain's gloves to reveal him and punches the bowl. Beck tells the hero to go easy and Spider-Man pinches him to make sure he's real.

Spider-Man almost goes too far

Spider-Man then brings Beck close and demands to know what Master Planner is doing with all the technology Mysterio stole. Beck taunts him by saying that the Master Planner has a master plan.

Just then the police arrive outside. They pull out their guns and enter the store. They are shocked to see Beck tied up in a giant web.

Back at Rockefeller Center, the police are parked out on the ice and a giant crane is trying to move the tree back into place. A worker hooks a rope onto the crane. Captain George Stacy tells them to be careful of Vulture.

Gwen forgives him

Nearby, Mary Jane comforts Gwen as they try to stay warm. She reassures Gwen that Peter must be fun. Then Peter speaks up and they turn to see him holding two hot cups off cocoa. Gwen runs forward into his arms causing the cocoa to spill onto Peter again.

Gwen apologizes then quickly turns angry as she wonders where he's been. Peter explains that the snack bar ran out of cocoa so he was up the street getting more. Mary Jane wonders if he missed it all.

Vulture has disappeared

Gwen confesses that she thought Peter was buried under the tree. Peter realizes how he's been treating her and tries to apologize. Just then the tree is lifted and they realize that Vulture is gone.

Captain Stacy and two officers look down into a hole under the tree and sees that it goes a long way. Somewhere, the Master Planner says that the extractions were complete. Elsewhere, Tinkerer views the cops on the monitors. He reiterates to the Master Planner that all the extractions are complete, or they nearly are.

Back at Ravencroft, the hole has been patched up with some wood. Dr. Kafka, Kasady, and Otto are watching the news report on the Sinister Six. A reporter says that the rest of the Six are missing and considered dangerous.

Otto makes his escape

Otto looks nervous and repeats that this isn't right. Dr. Kafka turns off the television saying that no one is going to hurt him. Just then they hear pounding outside. Then Doctor Octopus' tentacles smash through the wood and ensnare Otto.

He pleads for help as the tentacles carry him out of the reopened hole and onto the roof. Dr. Kafka follows trying to see Otto as he disappears screaming.

Back at the Parker home with it's Christmas decorations, Peter watches news reporter Dilbert Trilby saying how only Mysterio was captured. He hopes that it wasn't just another robot.

Aunt May walks in with a plate of cookies asking him to turn off the news for Christmas. Peter apologizes and goes over to the tree to get her present. Peter kneels down and hands her his gift.

Remembering the fallen

May opens revealing a framed picture of her, Peter, and Ben all together. Peter says that it's their first Christmas without him and he wanted to include their departed relative. May places the picture on the mantle next to another picture and says that Ben's always there with them.

The two hug by the tree as it continues to snow outside.


"You're thinking, it's almost Christmas. Even Spidey must have a tree to trim, gifts to wrap. But first, I've got to wrap up an investigation. See, even though I busted Mysterio, all that tech he stole is still missing. And every lowlife I meet says Blackie Gaxton is the man to talk to. So talk, Blackie."
"Who're you kiddin'? What's the big 'ero gonna do if I clam up?"

-Spider-Man and Blackie Gaxton, first lines of episode

"Okay, okay. Rumor is, Mysterio was fronting for some big boss. The guys hiring cons, crooks, and construction workers. But everyone's sworn to secrecy on pain of you know what. That's the sum total of my knowledge."
"Thanks Blackie. I owe you an egg nog."

-Blackie Gaxton and Spider-Man

"Ho ho ho. I'm Spidey Claus."
"Patch. It's Patch."
"Wow, do your parents have foresight or what."

-Spider-Man and Patch

"Spider-Man's closing in."
"Round up the usual suspects. And destroy him."

-Tinkerer and Master Planner quoting Casablanca, first lines

"That's encouraging news, Cletus. But it was Max's turn to speak."
"Electro, Doc. Electro! I don't need a regular name no more. Right, Doctor Octopus?"
"I beg you not to call me that. I despise everything associated with that name."

-Ashely Kafka, Electro, and Otto Octavius

"Otto, your progress is nothing short of amazing."

-Ashley Kafka

"Keep your paws off him!."
"You misunderstand, Doctor. Kraven was sent to liberate you and Electro."

-Ashley Kafka and Kraven the Hunter

"Let's blow this stand!"


"Please Max, you don't have to..."
"I told you, it's Electro."

-Ashley Kafka and Kraven the Hunter

"Looks like my favorite tutor needs a lesson."
"Only if you're offering."
"I think I am."

-Liz Allen and Peter Parker

"Is there a problem?"
"I've had bad experiences with cats."

-Kraven the Hunter and Sandman

"Tinkerer informed me that Doctor Octopus declined my invitation. This is...disappointing. I had so hoped to inaugurate the Sinister Seven."

-Master Planner

"Don't we got seven? What about this guy?" [Points to Tinkerer]
"Strictly technical support. Trust me, he is useless in a fight."

-Rhino and Mysterio

"Uh, excuse me. How exactly is a new Six supposed to fare any better than the old one?"
"Unsurprisingly, I have a plan."

-Sandman and Master Planner

"Hey cutie, wanna slushie?"

-Kenny Kong

"Hey Gwen, stand a little company? [Awkward pause] Whoa, look, what did I do to deserve..."
"You've barely said two words to me since...the you-know-what! So I get it, okay. I'm not your first choice. But I won't be your second choice either."

-Peter Parker and Gwen Stacy

"Skating on thin ice again, eh?"

-Mary Jane Watson

"Look Tiger, you're one of my favorite guys."
[Internal monologue] "Would you look at her. She's gorgeous."
"But you distract too easy. Gwen's got a totally legit gripe. Decide what you want, Pete, then focus on getting it done."
"Don't suppose you'd help a poor distractible boy sort through all this?"
"I sort better with cocoa."
"Sorting cocoa coming right up."

-Mary Jane Watson and Peter Parker

"Spiiiider-Maaan. Come out to plaaaay."


[Slurring his words] "Now now. Watch the mouth. There are children present."
"Uh. I burned my tongue, okay."

-Spider-Man and Electro

"Is that a revolving door prison?"
[Internal monologue] "Really need to stop with the banter until the tongue's had time to heal."

-Spider-Man and Vulture

"Hey, Vult. Notice? Big hero doesn't seem so focused on us."
"Why you're right. It's almost as if he expects more company."

-Electro and Vulture

"Whoa! Spidey, thanks. Hey, sign my cast?"
"Maybe later."

-Flash Thompson and Spider-Man

"At least I got them off the ice. Now if I can just get them off the planet."


"Hey Spidey. Don't fade on us now. Sparks and Flaps were just the appetizer."
"Time for the main course."

-Sandman and Rhino

"Anyone get the number of the sleigh?"


"Arms, check. Legs, check. Head, check. And that burnt tongue's better too. Christmas miracle!"


"A Bug for a bug."
"Ha ha. I got that. For you that was clever."

-Rhino and Sandman

"Guys, Feliz Navidad, Happy Hanukkah, Kwanzza, Solstice. Can't we put our differences aside for one night?"

-Spider-Man and Sandman

"Hey Rhino, toss him over. I wanna pull off that mask and see who it is before we end it."
"Sorry, I'm strictly a 'Do Not Unwrap Until Christmas Morning' superhero."

-Sandman and Spider-Man

"Here, you're gonna need this."
"I hate you. So much."

-Spider-Man and Rhino

"Oh, me and my big mouth. I've already been fried, slashed, battered, and frozen tonight. I'm a webhead in desperate need of downtime."


"Guess the great hunter was afraid to take me on alone this time."
"It's way of jungle. The pack wears prey down for Alpha Male to crush!"

-Spider-Man and Kraven the Hunter

"A bit too soon to gloat, Spider-Man."
"Well, you are the expert on premature gloatalation."

-Mysterio and Spider-Man

"No Christmas spirit!"


"Second floor: toys, housewares, superhero defeats."


"Oh fudge!"

-Spider-Man quoting A Christmas Story

"Please tell me these guys are going on the naughty list."


"I know the Master Planner set this up. Who is he!? And what's he doing with all that tech you stole!?"
"Gee, I don't know. Think maybe the Master Planner has a...master plan?"

-Spider-Man and Quentin Beck

"The rest of the Six are still at large, and considered extremely dangerous."


"Oh Peter, it's lovely."
"I-I figured it's out first Christmas without him. I wanted to find a way to..."
"He's here, Peter. He's always here."

-Aunt May and Peter Parker, last lines of the episode


Christmas decorations
  • There are a number of similarities with another Christmas themed episode: X-Men's "Have Yourself A Morlock Little X-Mas".
    • Both take place primarily on Christmas Eve evening and Christmas morning.
    • Both feature characters going to Rockefeller Center to ice skate. The Christmas themed episode of X-Men: Evolution also featured Rockefeller Center, but none of the main characters were ice skating.
    • Both skating sessions are interrupted by those running from the law.
    • Both feature Christmas shopping at a department store.
    • Both department stores have a woman spraying perfume on people who don't want it.
    • Both use classic Christmas songs in the soundtrack.
  • Over the episode's soundtrack you can hear O Little Town of Bethlehem during the opening, Deck the Halls during the first ice skating scene and the credits, O Tannenbaum during the lighting of the tree, and The Nutcracker Suite during the battle in the mall.
  • The line "Round up the usual suspects" is famous from the 1942 classic Casablanca. The original line made it to number thirty-two on AFI's Top 100 Movie Quotes.
  • One of the boys ice skating has a jacket with the Sergeant rank on it.
  • There was a special Christmas themed Spider-Man comic where he fought Electro just after the tree lighting ceremony in Rockefeller Center.
  • A notable instance of real life product placement. This time it's a modern Volkswagen Beetle, nicknamed a Bug.
  • The way that Sandman turns around to follow Spider-Man is just like what the T-1000 did in Terminator 2: Judgment Day, with his back reforming into his front. That movie featured Mysterio actor Xander Berkeley as foster father Todd Voight. See also The Terminator.
  • Spider-Man is clearly belittling Mysterio sexually. His joke about premature gloatalation is a pun on premature ejaculation.
  • The spell Mysterio uses to summon the Homunculi ("Nulla satisfactione potere non possum.") is Latin, which translates to "I can't get no satisfaction", a famous song by The Rolling Stones.
  • There are seven Homunculi that come out of Mysterio's cape.
  • Spider-Man says "Oh fudge" just like Ralphie did in A Christmas Story. Though, unlike that movie, he is actually saying "fudge."
The mysterious Master Planner isn't so mysterious
  • The identity of the Master Planner can be spoiled during the credits since Peter Macnicol is credited for both him and Doctor Octopus.


  • Throughout the episode you can see Spider-Man's breath. Problem is, what you are seeing is moisture from the mouth and it shouldn't go past the mask.
  • Despite the fact that many people were running away from the two supervillains, there are an amazing amount of people still on the ice skating rink when Electro blasts Spider-Man.
  • Flash Thompson is standing on the wrong foot when Electro attacks. Anyone with a broken foot would stand on the regular foot and lift the broken one. Flash is doing the opposite. Even if he couldn't lift the broken foot, although he was shown doing so earlier, he would not stand on it alone.
  • Electro shocks the ice getting everyone there. But Spider-Man lands on the ice and is perfectly fine.
  • It's noticeable that when the Christmas tree is coming down it is computer generated animation.
  • If Electro trapped himself by melting the tires, why can he not free himself the same way?
  • When Spider-Man slides under Rhino's charge his arm phases through the villain's leg.
  • The ice on Spider-Man during the battle with Rhino and Sandman appears without any real reason. After defeating Sandman it disappears. Then when he sees Shocker and Doctor Octopus the ice reappears.
The arm should be at a different angle
  • When Mysterio first appears in the store Spider-Man has his two hands on a flat surface. But the lighting suggests that one hand should be around the corner on a square column.


Kasady's only appearance
  • Only appearance of Cletus Kasady, better known as the symbiote-powered villain Carnage. This may have served as the beginning of a planned story to introduce the villain in his popular form.
  • Last appearance of the Sinister Six of the series.
  • Last appearance of Kraven the Hunter.
  • Reveals that Uncle Ben's death and all of season one happened at most within the last twelve months since it is their first Christmas without him.


Due to censorship issues placed on Spider-Man, this is the first time in animation the team is called Sinister Six. While the earlier series featured the team it was called Insidious Six.

This version of the Sinister Six actually is the first of any incarnation to follow the original comic book storyline where Doctor Octopus gathers the team seen in The Amazing Spider-Man Annual #1. It also features the very first incarnation of the team. The episode also uses the same format of Spider-Man actually facing off against each one, mostly, individually so that he is worn down for the final fight. However, Doctor Octopus was openly a member of the team rather than the behind-the-scenes creator, while neither Mysterio nor Tinkerer were part of the time as Mysterio had not yet joined and Tinkerer has never been involved. The issue also featured Peter losing his spider powers, which was seen in the Spider-Man episodes "The Insidious Six" and "Battle of the Insidious Six".

Blackie Gaxton is a rather obscure character from Marvel's history. He appeared just once in April 1964 in The Amazing Spider-Man #11. In the issue, he is a crime boss who hired Doctor Octopus to free him from prison, but was sent away again never to be seen until this series.


The end of the episode

Stu of Marvel Animation Age said that the show had mastered it's continuity by this point. He liked how it broke from the regular mould while still working. He enjoyed the cameo from Cletus Kasady and wondered what it would be like to see Carnage actually appear. He was actually left wondering if Doc Ock was the Master Planner and doubted it. He liked the mystery behind Master Planner as it had done with Big Man and Green Goblin. He enjoyed the surprises that tended to come each week. He enjoyed this version of the Sinister Six, both as a team and individually. Though he did miss Shocker. He found the fight to be a lot of fun and like Spider-Man trying to spout one-liners with a burnt tongue. The romance subplot intrigued him and he wanted him to get a girlfriend to see how it affected his secret identity. He thought the animation was some of the best of the series, especially the fight with Electro in tire yard. He thought it was some of the best animation since X-Men: Evolution. "While I wouldn't say the episode comes close to "Group Therapy", the show is still batting 1000 as far as I'm concerned."

Eric Goldman of IGN liked that the series included characters back from the original issues like Blackie Gaxton and Patch. He also enjoyed the cameo of Kasady. He liked how the fight moved from one location to another and kept it exciting visually. He felt the producers showed Spider-Man in top form in this episode with his clever ways of dealing with each villain. He liked the innuendo that the writers snuck in with Spider-Man's quip to Mysterio. "Understandably, an episode this action-heavy was a little light on character moments, but the ones we got were solid. Peter's already stuck debating between Liz and Gwen, so it was very funny when Mary Jane was trying to give him advice, only for him to begin daydreaming, thinking, 'Would you look at her... She's gorgeous!'" [1]

The episode has an 8.4 on TV.com and an 8.0 on the Internet Movie Database.

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